TECHNOLOGY (M)
BERHAD
(Registration No: 200401004116 (642619-P))

ANNUAL REPORT 2025

Corporate Information	03
Directors’ Profile	04
Key Senior Management Profile	07
Management Discussion & Analysis Report	11
Sustainability Report	24
Audit Committee Report	78
Corporate Governance Overview Statement	82
Nominating Committee Report	88
Statement on Risk Management & Internal Control	90
Corporate Profile	94
Additional Compliance Information	101
Directors’ Responsibility Statement	104
Financial Statements	105
Analysis of Shareholdings	193
List of Properties	195
Share Buy-back Statement	197
Notice of Twenty-Second Annual General Meeting (“22nd AGM”) and Proxy Form	206

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE INFORMATION

Board of Directors

Datuk Low Chin Koon, Non-Independent Non-Executive Chairman (Redesignated on 22 January 2026)
Lee Hai Peng, Executive Director
Ho Ai Hoon, Independent Non-Executive Director
Datuk Tee Siew Kiong, Independent Non-Executive Director
Lim Sook Yee, Independent Non-Executive Director

Auditors

Messrs. HLB Ler Lum Chew PLT (201906002362 & AF0276), Chartered Accountants

Company Secretaries

Chan Min Wai (MIA 26548) SSM Practicing Certificate No. 202108000131
Khoo Ming Siang (MAICSA 7034037) SSM Practicing Certificate No. 202208000150

Principal Bankers

Hong Leong Bank Berhad (Registration No. 193401000023 (97141-X))
OCBC Bank (Malaysia) Berhad (Registration No. 199401009721 (295400-W))

Share Registrar

Boardroom Share Registrars Sdn. Bhd. (Registration No. 199601006647 (378993-D))
11th Floor, Menara Symphony
No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13
46200 Petaling Jaya, Selangor Darul Ehsan
Tel: 03-7890 4700
Fax: 03-7890 4670
Email: [email protected]

Registered Office

Unit 521, 5th Floor, Lobby 6, Block A
Damansara Intan, No. 1, Jalan SS20/27
47400 Petaling Jaya
Selangor Darul Ehsan
Tel: 03-7732 0792
Email: [email protected]

Corporate Office

Lot 8942, Jalan Telok Gong
42000 Pelabuhan Klang
Selangor Darul Ehsan
Tel: 03-3170 3987
Fax: 03-3134 1985
Email: [email protected]
Website: www.texcycle.com.my

Stock Exchange Listing

ACE Market of Bursa Malaysia Securities Berhad
STOCK NAME: TEXCYCL, STOCK CODE: 0089

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' PROFILE

DATUK LOW CHIN KOON

Non-Independent Non-Executive Chairman
46 years of age, Malaysian, Male

Datuk Low Chin Koon was appointed to the Board on 18 May 2023 as an Independent Non-Executive Director and subsequently redesignated to Independent Non-Executive Chairman on 7 April 2025. On 22 January 2026, Datuk Low was redesignated to his current role as Non-Independent Non-Executive Chairman. Datuk Low is the Group Managing Director of Wysen Group of Companies. He founded Wysen Industry Sdn Bhd in 1999 venturing into the business of making office chairs. He then expanded his business by exporting to Australia, Brunei, Middle East, India, Africa and other countries.

In 2004 and 2005, he established Wysen Office Supplies Sdn Bhd and Wysen Office Systems Sdn Bhd to sell products to local markets and manufacturing of panel workstations respectively. As a Group Managing Director, Datuk Low monitors the entire operations and take charge of the business development of the Group, in addition to the implementation of quality management project within the Group. Datuk Low established a Corporate Charity Fund in 2009. He was a board committee of the Malaysia Furniture Council Youth Chief and Malaysian Timber Industry Board and was in the Research Advisor Committee of the Forest Research Institute Malaysia Board.

He is currently an Independent Non-Executive Director of Mestron Holdings Berhad and Techbase Industries Berhad, and serves as the Independent Non-Executive Chairman of K. Seng Seng Corporation Berhad. He is also a central committee member of Malaysian Furniture Council. He attended five (5) board meetings held during the financial year ended 31 December 2025.

LEE HAI PENG

Executive Director
Member of Remuneration Committee
59 years of age, Malaysian, Male

Mr Lee Hai Peng was appointed to the Board on 28 April 2023 as the Executive Director. Mr Lee obtained his professional qualification from the Chartered Institute of Management Accountants (CIMA), UK, in August 1994. He is a registered chartered accountant with the Malaysian Institute of Accountants (MIA) and has over 29 years of experience in auditing, marketing, corporate finance, and accounting.

Mr Lee began his career as an Audit Assistant with BDO Binder in June 1991, where he was involved in various audit assignments for public listed companies in Malaysia. He left in November 1992 to join Messrs Gee & Co. as its Branch Manager, responsible for its audit, secretarial and tax matters. In December 1994, he joined Trontex (M) Sdn Bhd as an executive director, responsible for the Company's overall finance and accounting functions, marketing, and business operations. Subsequently, he joined Chin Hin Group Berhad in September 2008 as the Group Accountant. He was promoted and became the Group Financial Controller in April 2009 and appointed as the Executive Director cum Chief Financial Officer on 23 January 2015, a position he held until 1 December 2022.

Currently, he is also Executive Director of Ge-Shen Corporation Berhad and has directorships in various other private businesses. He attended five (5) board meetings held during the financial year ended 31 December 2025.

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' PROFILE

HO AI HOON, CARRIE
Independent Non-Executive Director
Chairperson of Audit Committee
Member of Nominating Committee
42 years of age, Malaysian, Female

Ms Carrie was appointed to the Board on 18 May 2023 as an Independent Non-Executive Director. She has more than 10 years of audit, financial reporting, corporate finance and consulting experience. Ms Carrie started her career in 2006 with Crowe Malaysia and rose to the rank of assurance Senior Associate. In 2010, she joined Singapore-based Mewah International Inc ("Mewah") as an accountant. She was responsible in financial & performance reporting for Mewah's operations in Romania, Poland, Russia, China and Australia.

In 2011, Ms Carrie returned to Malaysia to join Public Investment Bank Berhad as a Senior Executive, and was involved in the provision of advisory services on fund raising and transactions. In 2012, she joined Centegy Governance Advisory, which specialises in outsourced internal audit, cost analytics and training services for multinational companies such as Glaxo Smith Kline. In 2013, Ms Carrie joined Wing Tai Malaysia Berhad as a finance manager, and was responsible for special reporting on Uniqlo Malaysia's retail operation to Wing Tai Singapore and Uniqlo Japan.

In 2021, she joined Freedom Venture Sdn Bhd as a Senior Corporate Adviser, where she conducted M&A activities, fund raising, tax and accounting planning for clients. In 2023, Ms Carrie has joined JLL Malaysia as the Finance Manager, which is responsible in business partnering, financial management, reporting and planning. Ms Carrie is a fellow member of the Association of Chartered Certified Accountants and the Malaysian Institute of Accountants.

She is currently an Independent Non-Executive Director of Ge-Shen Corporation Berhad. She attended five (5) board meetings held during the financial year ended 31 December 2025.

DATUK TEE SIEW KIONG
Independent Non-Executive Director
Chairman of Nominating Committee
Member of Audit Committee and Remuneration Committee
61 years of age, Malaysian, Male

Datuk Tee Siew Kiong was appointed to the Board on 7 June 2023 as an Independent Non-Executive Director.

Datuk Tee joined Koperasi Pembangunan Ekonomi Pemuda Malaysia as Pengurus Kewangan Cawangan Pontian in 1985. In 1987, he continued as Pengurus Konsultan in Syarikat Perkhidmatan Konsultan Pontian.

In 1990, Datuk Tee was appointed as Pegawai Khas Kepada YB Tan Sri Dr. Chua Soi Lek (Ahli EXCO Negeri Johor) – Kerajaan Negeri Johor and subsequently he worked as Setiausaha Politik Kepada YB Tan Sri Dr. Chua Soi Lek until year 2008.

He was the Ahli Dewan Undangan Negeri Kawasan Pulai Sebatang – Dewan Undangan Negeri from year 2004 to 2018 and also Ahli Mesyuarat Kerajaan Negeri Johor (EXCO Pelancongan, Perdagangan dan Kepenggunaan Negeri Johor) – Kerajaan Negeri Johor from year 2013 to 2018.

Datuk Tee was appointed as the Pengerusi – Yayasan Sultanah Fatimah (2015 – 2022). Furthermore, Datuk Tee also held the position as Pengerusi Pusat Ekonomi Digital Johor and Penasihat Kepada Menteri Besar Johor – Pejabat Menteri Besar Johor from year 2020 to 2022.

He is currently an Independent Non-Executive Chairman of Ge-Shen Corporation Berhad. He attended five (5) board meetings held during the financial year ended 31 December 2025.

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' PROFILE

LIM SOOK YEE

Chairperson of Remuneration Committee

Member of Audit Committee and Nominating Committee

37 years of age, Malaysian, Female

Ms Lim Sook Yee was appointed to the Board on 7 April 2025 as an Independent Non-Executive Director. She obtained her Bachelor of Arts in Business Administration (Accounting and Finance) from University of Wales, UK in 2013. She furthered her academic pursuits with Advanced Diploma in Accounting and Business from the Association of Chartered Certified Accounts ("ACCA") in 2017. She has been a Member of the ACCA and the Malaysian Institute of Accountants ("MIA") since 2024.

Before commencing her higher education, Lim Sook Yee commenced her career in 2008 as an Accounts Assistant at Kah Bintang Auto Sdn Bhd, a subsidiary of Oriental Holding Berhad (listed on the Main Market of Bursa Malaysia Securities Berhad), and resigned in 2009.

She then joined Consolidated Leasing (M) Sdn Bhd, a subsidiary of Malaysia AICA Berhad (now known as Sunsuria Berhad), listed on the Main Market of Bursa Malaysia Securities Berhad), as an Accounts Executive.

In 2013, she joined eTEC E&C (M) Sdn Bhd as an Assistant Accountant and resigned from the company in 2014. In 2015, she joined Axcelasia Global Business Services Sdn Bhd as a Managing Consultant until her departure in 2019.

In 2019, she joined Maybank Investment Bank Berhad as a Capital Markets Services Representative – (Remisier), and resigned in March 2024.

Ms Lim is currently an Independent Non-Executive Director of Signature Alliance Group Berhad. She attended all three (3) Board meetings convened since her appointment during the financial year ended 31 December 2025.

Additional Information on Directors

Family Relationship with any Director and/or Major Shareholder

There is no family relationship between the Directors with any Directors and/or Major Shareholders of the Company.

Directors' Shareholdings

Details of the Directors' Shareholdings in the Company are provided in the Analysis of Shareholdings Section in this Annual Report.

Conflict of Interest with the Group

None of the Directors of the Company has any conflict of interest with the Group.

Convictions for Offences

None of the Directors of the Company has been convicted of any offences (excluding traffic offences) within the past five (5) years. There was no public sanction or penalty imposed by the relevant regulatory bodies during the financial year ended 31 December 2025.

TEX CYCLE TECHNOLOGY (M) BERHAD

KEY SENIOR MANAGEMENT PROFILE

Gary Dass A/L Anthony Francis
Group Chief Executive Officer
37 years of age, Malaysian, Male

Gary was first appointed as the Financial Controller of Tex Cycle on 1 July 2014. Subsequently, he was made the Chief Executive Officer (CEO) on 1 April 2019 and then redesignated as the Group Chief Executive Officer (GCEO) of Tex Cycle on 14 November 2023.

He is now key for Tex Cycle Group's corporate strategy, mergers & acquisitions, business development and operations not limited to scheduled waste but also actively involved in green technology, solid waste management and renewable energy; the focus for tomorrow. Besides that, he also served from year 2019 till 2024 as the Vice President II of the Biochar Malaysia Association (BMA) which was established to encourage the development, production and utilisation of biochar in Malaysia. At present he is still an active Committee Member. Apart from that, in 2025 he was appointed as Taylor's University Industry Advisory Panel (IAP) for the School of General Studies and Languages, Faculty of Social Sciences and Leisure Management, with the objective of creating synergy between academia and industry essential for nurturing young talents to be ever-ready for the working world.

Prior to joining Tex Cycle, he served as an auditor in Ernst & Young Kuala Lumpur, Malaysia and was in professional practice for close to 5 years providing numerous types of assurance and advisory services to large multi-national, Government-linked and local clients in various industries, in particular, the financial markets. He is also a Fellow of the Association of Chartered Certified Accountants (FCCA), United Kingdom and bags the title of a Chartered Accountant with the Malaysian Institute of Accountants (MIA). He holds a Bachelor of Science (Honours) in Applied Accounting from Oxford Brookes University, United Kingdom.

As at 31 March 2026, Gary has direct interest of 605,090 ordinary shares in Tex Cycle.

Geraldine Hii Siaw Wei
Group Chief Financial Officer
47 years of age, Malaysian, Female

Geraldine graduated from Curtin University of Technology with a Bachelor of Commerce, double majoring in Accounting and Finance in the year 2000. In 2004, she completed her education with a Certificate of Certified Practising Accountant of CPA, Australia (ASCPA) and become a member of the Malaysian Institute of Accountants (MIA) in the year 2006.

She has 6 years working experience with two international accounting firms prior to joining Tex Cycle as the Financial Controller in the year 2006. In 2014, she was elevated to the role of Chief Financial Officer, and subsequently promoted to Group Chief Financial Officer (GCFO) on 1 April 2019.

As the GCFO, the officer primarily responsible for the financials of the Group, she leads the accounting and finance team of the Group. She manages the financial risks of the Group and ensure the operations of the Group are properly supported by her team. Apart from that she plays a vital part in the management of strategic decision making and is also involved in public relations of the Group.

TEX CYCLE TECHNOLOGY (M) BERHAD

KEY SENIOR MANAGEMENT PROFILE

Ho Wai Mun, Caleb
Chief Operating Officer
45 years of age, Malaysian, Male

Caleb Ho Wai Mun is the Chief Operating Officer of Tex Cycle, bringing close to two decades of experience in business development, marketing, and operations management within the environmental and waste management industry.

He attended HELP University in 2003, where he pursued a Bachelor's Degree in Communication.

He began his career in 2005 as a Production Assistant, where he developed a solid foundation in operational processes and workflow management. In 2011, he joined Tex Cycle as a Business Development Executive and played a key role in expanding Tex Cycle's customer base and strengthening client relationships.

Over the years, he has progressed through several leadership positions within Tex Cycle, including Marketing Manager, General Manager, and Senior General Manager, before assuming his current role as Chief Operating Officer. In these capacities, he has overseen Tex Cycle's sales, marketing, and operational functions, contributing to business growth and operational efficiency.

As Chief Operating Officer, Caleb is responsible for overseeing the Tex Cycle's day-to-day operations, ensuring alignment between commercial strategies and operational execution. He continues to support the Group's growth initiatives through effective resource planning, performance optimisation, sales boosting strategies and the enhancement of service delivery standards.

Lee Junyan
Chief Technical Officer
34 years of age, Malaysian, Male

Junyan began his career as a Research Assistant after completing his master's degree in mechanical engineering from the University of Nottingham Malaysia Campus in 2016. Later that year, he joined Tex Cycle as a Technical Engineer, where he was responsible for overseeing the engineering and environmental aspects of renewable energy projects.

In his role, Junyan led the construction and commissioning of Tex Cycle's 2.0MW Biomass Gasification Power Plant, managing the project lifecycle from design and civil works through to assembly and system commissioning. His hands-on leadership was instrumental in the successful execution of the facility.

Following his promotion to Senior Technical Manager, he assumed broader responsibilities in project management and R&D, before rising to his current position as Chief Technical Officer. His R&D efforts focus on advancing biochar for carbon removal and long-term carbon sequestration, as well as supporting food waste-to-compost systems, alongside ongoing improvements in plant reliability, emissions control, and environmental performance.

A certified Project Management Professional (PMP®) and holder of various environmental certifications, including Scheduled Waste Management (CePSWaM) and MY-CISEC, Junyan plays a crucial role in advancing Tex Cycle's renewable energy and circular economy initiatives. His extensive technical expertise and hands-on approach are instrumental in driving the Group's operational excellence and long-term sustainability

TEX CYCLE TECHNOLOGY (M) BERHAD

KEY SENIOR MANAGEMENT PROFILE

Chong Yen Yee

Group Financial Controller
31 years of age, Malaysian, Female

Yen Yee is an experienced finance professional with a strong academic foundation in accounting and finance. She graduated from Sunway University in 2013 with a Bachelor of Science (Hons) in Accounting & Finance and completed her ACCA certification in 2016. Her early career began at Grant Thornton Malaysia, where she gained valuable experience as an auditor, working on various projects that strengthened her technical skills and knowledge in financial reporting.

In 2019, Yen Yee joined Tex Cycle as Finance Manager, where she supported the company's financial operations and contributed to improving processes and ensuring compliance. Her dedication and steady performance earned her a promotion to Financial Controller in 2022, where she took on additional responsibilities, including overseeing budgeting, financial planning, and operational reporting.

Now serving as Group Financial Controller, Yen Yee plays a collaborative role within Tex Cycle's management team. She focuses on maintaining robust financial practices and supporting the group's goals for growth and sustainability.

Hj Muhamad Hj Tolling

Managing Director of Tex Evolusi Waste Management Sdn Bhd
57 years of age, Malaysian, Male

Hj Muhamad Hj Tolling, a Chartered Accountant by profession with 18 years of experience in commercial banking under his belt, is the Managing Director of Tex Evolusi Waste Management Sdn Bhd. He is also the Managing Director of Evolusi Bersatu Sdn Bhd. He has driven the company from entry level to a known service provider for maintenance and construction services in the oil and gas industry, particularly in Sabah.

Under his leadership, the company has gained a good reputation and trust from major oil companies through various awarded projects and their completion in the past. The current ongoing company services focus on onshore maintenance and construction services, and most recently, in Q4 2024, Evolusi Bersatu was awarded a similar contract for offshore operations.

The growth and sustainability of the company are supported by self-developed local human resources and a disciplined management style by the company's management, which is led and inspired by him.

Harbir Singh Gill S/O Ajaib Singh Gill

Managing Director of Ground Control Sdn Bhd
55 years of age, Malaysian, Male

Harbir Gill's journey with composting began in 2011 as a practical solution to improve the soil in his home vegetable garden. This early interest grew into a commitment to sustainable waste management and soil health, leading him to establish Malaysia's first urban composting facility in Port Dickson in 2017.

At Ground Control, Harbir focuses on developing partnerships and expanding composting initiatives to support urban sustainability. He has been involved in key projects such as the food waste diversion trial at the LPGA event and ongoing collaborations with industry stakeholders, including an MOU with Sime Darby Properties to explore large-scale composting solutions. Ground Control works to minimize organic waste and enhance soil quality by sourcing materials from urban centres and promoting composting as a practical approach to waste management.

Through engagement with businesses, communities, and policymakers, Harbir continues to support efforts that integrate composting into broader sustainability practices, contributing to healthier soils and more circular waste systems.

TEX CYCLE TECHNOLOGY (M) BERHAD

KEY SENIOR MANAGEMENT PROFILE

Teoh Kok Cheow

Managing Director of Meridian World Sdn Bhd
60 years of age, Malaysian, Male

Teoh Kok Cheow is presently the Managing Director of MWSB. He has 31 years of experience and expertise in the industrial waste recycling industry. He graduated with a Bachelor Degree of Business Administration majoring in Accountancy from the Queensland University of Technology, Australia in 1990. He later obtained his Masters in Business Administration majoring in Finance from the Leicester University, United Kingdom in 1999.

He began his career as an Auditor with Kassim Chan & Co., where he was responsible for performing audit and assurance advisory works for various clients under the firm. He later joined QCD (M) Sdn Bhd (a company previously involved in the manufacturing of various plastics and rubber products) in 1991 as its Accountant, where he was responsible for overseeing the accounting and finance functions of the company. From 1993 to 1995, he joined the AE Multi Group of Companies as its Finance and Administrative Manager, where he was responsible for overseeing the overall accounting, administrative and human resource functions of the group.

In 1995, he co-founded MWSB to undertake waste recycling activities with several partners. In 1998, He was promoted as the Executive Director of MWSB. He and his key management team have been instrumental in growing MWSB into an established waste recycling and engineering services in Malaysia, He has extensive experience in achieving sustainable growth, operational excellence and financial success, and also has been leading MWSB Group towards the success in environmental engineering and industrial waste recycling.style by the company's management, which is led and inspired by him.

Additional Information on Key Senior Management

Family Relationship with any Director and/or Major Shareholder
There is no family relationship between the Key Senior Management with any Directors and/or Major Shareholders of the Company.
Conflict of Interest with the Group
None of the Key Senior Management of the Company has any conflict of interest with the Group.
Convictions for Offences
None of the Key Senior Management of the Company has been convicted of any offences (excluding traffic offences) within the past five (5) years. There was no public sanction or penalty imposed by the relevant regulatory bodies during the financial year ended 31 December 2025.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

This Statement aims to present the Executive Director and key senior management's analytical overview of the Group's operations and financial performance for the financial year ended 31 December 2025 ("FY2025"), in supplement to other statements disclosed in this annual report such as the Statement on Risk Management and Internal Controls and the audited financial statements.

Analytical disclosures made here are based on available management information, which may not be specifically audited, and are made to the extent where they do not compromise competitively sensitive information. This section may also contain opinions and forward-looking views, and as such, user's discretion is advised.

COMPANY PROGRESSION

Tex Cycle has grown significantly throughout the forty-one years since its incorporation in 1984. Starting from humble beginnings, the Company has now blossomed into a well-established public listed company boasting a strong portfolio of assets, market composition, and people connected through shared values as well as common goals.

Strategic Expansion & Synergy

FY2025 marked a watershed year in the Group's corporate journey. Through the completion of strategic acquisition in Meridian World Sdn Bhd — the Group has meaningfully expanded its service capabilities, geographical footprint, and revenue base, setting the stage for an accelerated growth trajectory in the years ahead.

By combining Tex Cycle's established operations with Meridian's specialized chemical recovery expertise, the Group's core business aspiration has expanded tremendously over the decades, driven by an ongoing mission and desire to be the preferred scheduled waste recycling company in the region. As of today, the group is entrusted by the Malaysian Department of Environment ("DOE") to treat a total of 39 unique types of scheduled waste codes a landmark achievement compared to the singular license at our inception. After continued clientele base growth and optimisation efforts, the Group now serves in excess of 6,800 registered customers nationwide, with numbers expected to continue growing as industry enforcement and compliance awareness intensify.

In present times, scheduled waste management activities remain at the forefront of national and international policy agendas. The spotlight on the Group's activities shines brighter than ever, particularly with the Malaysian Government's reinforced commitment to environmental compliance and its stated ambition of achieving net zero carbon emissions by 2050.

Tex Cycle's core purpose centres on managing the impact of industrial activities on the environment — driven by an aspiration to transcend the trade-off between improvements in living standards and environmental degradation. Our aim is to recycle scheduled waste, creating value by reusing materials without causing long-term damage to the planet and its inhabitants.

Unlike traditional waste management, the vast majority of the scheduled waste we collect is treated through our proprietary in-house processes where we focus on extracting maximum value from every stream to ensure that industrial residues are purposefully repurposed rather than merely disposed of.

The primary output of our treatment facility is a high-specification Alternative Fuel (AF) created by processing and blending decontaminated materials, such as our internally treated activated carbon, rubber, residues from the oil and gas industry including oil sludge and drilling mud, and others. This engineered fuel source is specifically designed for co-processing as a sustainable alternative to traditional fossil fuels in heavy industrial applications, providing a functional pathway for our partners to lower their carbon intensity and reduce their long-term reliance on coal. For the residual materials that cannot be converted into energy, we targeted to process and blend them into Alternative Raw Materials (ARM) which are supplied to external manufacturing facilities as a sustainable input for building and construction materials. By integrating these residues back into the industrial supply chain through co-processing and material recovery, we effectively close the loop on industrial waste and contribute to a true circular economy.

Through the strategic acquisition of Meridian World Sdn Bhd, the Group has successfully diversified its core recovery capabilities into the production of high-value circular products for the agricultural sector. By utilizing advanced chemical precipitation and purification processes, the facility treats complex chemical-bearing scheduled waste streams to manufacture specialized mineral-based products. These high-purity outputs are repurposed as Feed Grade animal nutrition and as vital agricultural micronutrients for soil enhancement, effectively transforming hazardous industrial by-products into sustainable resources that support the national food supply chain.

In pursuit of this mission, we have been actively improving and upgrading our facilities to minimise emissions and discharges from our scheduled waste treatments. Through programmes to recover and reuse water and heat generated from our operations, we have enhanced operational efficiency while contributing meaningfully to broader environmental reduction targets.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OBJECTIVES

Tex Cycle, being one of the major players in the country's recycling and recovery of scheduled waste industry, remains committed to promoting and assisting the initiatives laid out by the DOE. To abide by the National Policy Statement on Scheduled Wastes, which outlines Government policies for the control and management of hazardous waste, our business model continues to evolve to cater to national standards, emphasising:

Infrastructure Development: Facilitating the development of new and upgraded infrastructure for hazardous waste required both to ensure sufficient capacity and meet expected increments of hazardous waste generation. Tex Cycle embarks on continuous Research and Development ("R&D") projects and takes every effort to run the business profitably and responsibly by adopting up-to-date technologies and modern state-of-the-art equipment.
Waste Minimisation: Promoting more waste to be reused, recycled, and recovered while minimising amounts sent for disposal. Being in a competitive marketplace, our professional teams proactively manage customer satisfaction through our loyal and professional approach to engage our exceptional scheduled waste management services and reliable products, while simultaneously stimulating customers' mindsets to support our business model.
Risk Reduction: Ensuring adequate facilities to manage hazardous waste products, which pose an inherent threat to human health and the environment, in ways that reduce risk. The Group believes in sharing resources with stakeholders of utmost priority — namely our employees — and pursues its mission with an unrelenting commitment to ensure all employees maintain a secure working environment.
Environmental Awareness: Raising awareness about environmental benefits, such as reducing virgin material requirements for manufacturing and saving natural resources. This has been widely addressed through our years of Corporate Social Responsibility initiatives to preserve future generations through various projects, collaborations, exhibitions, and awareness programs that instil the importance of caring for the environment.

CORE BUSINESS SEGMENTS

Scheduled Waste Management

Provision of cutting-edge waste recycling and recovery treatment across hazardous and non-hazardous chemical waste streams.
Total waste management solutions serving over 6,800 registered customers across Peninsular Malaysia.
Recovery and disposal solutions for hazardous and non-hazardous chemical wastes across various industries including electronics, engineering, automobile, oil and gas, and printing.
Geographic expansion into northern Malaysia through the acquisition of Meridian World Sdn Bhd, which operates DOE-licensed plants in Kedah licensed to collect 22 types of scheduled wastes, including niche chemical and e-waste codes.
Strategic Expansion into East Malaysia: Development of an upcoming integrated treatment plant in the Sipitang Oil and Gas Industrial Park (SOGIP), Sabah, through the Tex Evolusi Waste Management joint venture. Once fully commissioned, this facility is designed to treat 44 unique scheduled waste codes with a projected capacity of 13.9k tonnes per month, significantly bolstering the Group's ability to provide high-volume environmental solutions to the regional Oil and Gas sector.

Renewable Energy

Solar Energy: Implemented Net Energy Metering (NEM) since November 2019. Acquired Solar Feed-in-Tariff (FiT) plants. Joint venture with EFS Revision Energy Sdn Bhd through EFS MYSolar Sdn Bhd to provide Corporate Renewable Energy Power Purchase Agreements (CREPPA) to industrial customers. Solar contributed RM7.3 million to FY2025 revenue
Biomass Gasification Energy: In December 2025, Tex Cycle (P2) Sdn Bhd's 2MW Gasification Gas Engine Power Plant located in Pelabuhan Klang, Selangor received official confirmation from the Sustainable Energy Development Authority (SEDA) Malaysia of the Feed-in Tariff Commencement Date (FiTCD), effective 30 September 2025, at an approved FiT rate of RM0.4266 per kWh. The plant uses advanced gasification technology to convert biomass into synthesis gas (syngas), which powers gas engines to generate electricity for the national grid under a Renewable Energy Power Purchase Agreement (REPPA) with Tenaga Nasional Berhad (TNB). The plant operates as a near-zero-waste system, generating valuable byproducts including biochar, wood vinegar, and bio-oil, which further support the Group's circular economy model. This plant strengthens Malaysia's clean energy infrastructure and aligns with the Government's target to raise renewable energy's share in national electricity generation
Biogas Energy: Joint venture with Green Lagoon Technology through GLT BP Power Sdn Bhd. Malaysia's first 3.5-megawatt centralised biogas plant in Johor. Converts palm oil mill effluent into clean energy, connected to the national grid since April 2024

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Trading

Following the acquisition of Meridian World Sdn Bhd, the Group now provides trading of industrial chemicals and wastewater treatment products through Meridian's two subsidiaries, Meridian Recycling Sdn Bhd and Meridian Environmental Engineering.
Meridian's chemical processing and mixing plant in Kedah broadens the Group's service portfolio and creates cross-selling opportunities with the recycling and recovery division.

Municipal Waste Solution

Ground Control Sdn Bhd (GCSB), a 55%-owned subsidiary of the Group, operates as a comprehensive environmental services provider specializing in the diversion of organic waste from landfills by transforming food and garden biomass into premium-grade compost and specialized soil blends. The company holds a formal license from the National Solid Waste Management Department (JPSPN) under the Solid Waste and Public Cleansing Management Act 2007 (Act 672), ensuring that its organic recovery processes meet the highest national standards for environmental compliance and regulated waste handling. The company provides integrated green solutions, including professional gardening and landscaping services, while commercializing its high-quality organic products through a diversified retail network of major supermarkets, petrol stations, and online platforms. To better serve the growing regional demand for these sustainable services, GCSB is currently optimizing its operational scale by relocating its primary processing site to a strategic new facility in Bukit Beruntung.
As a core part of its technology portfolio, GCSB holds an exclusive five-year licensing agreement (2024–2029) with Australia's Peats Group Limited and BiobiN Technologies Pty Ltd to manufacture and distribute the BiobiN® in-vessel composting system in Malaysia. This innovative on-site solution allows for the immediate capture and processing of organic waste, significantly lowering greenhouse gas emissions by minimizing transport requirements. The BiobiN® system has been successfully deployed across a wide range of high-traffic environments, including premier hotels, shopping malls, and major convention centers, providing these partners with a visible and effective tool for achieving their sustainability and ESG targets.
Besides that, Ground Control is a sustainability-driven partner of Sime Darby Property operating at PARC (Project A Reka Cipta) in Subang Jaya (Taman Subang Ria), managing the community garden space known as Grow Subang primarily specializing in permaculture, hosting workshops on composting, seed starting, and urban farming to educate the public on sustainable living. The interactive workshops conducted are such as hot composting, soil care, and "Banana Circle" planting, teaching practical green skills to residents.

Community Volunteers Participating in Grow Subang Garden Initiatives and Sustainable Upcycled Lantern Workshop

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

GEOGRAPHIC EXPANSION

The Group has strategically expanded its presence beyond its central Malaysia base, extending its geographic footprint across both Peninsular Malaysia and East Malaysia:

Northern Malaysia — Meridian World Sdn Bhd

The successful completion of the Meridian World Sdn Bhd acquisition in August 2025 marks the Group's most significant geographic expansion to date. Meridian World, with three decades of expertise in the Malaysian environmental services sector, extends Tex Cycle's service reach into northern Malaysia (Kedah), complementing the Group's existing central Malaysia operations centred in Port Klang.

DOE-licensed plants in Kedah: an integrated waste management facility licensed to collect 22 types of scheduled wastes, and a chemical processing & mixing plant.
160 employees and 17 licensed lorries providing scheduled waste collection, chemical recovery, and wastewater management services.
Two subsidiaries: Meridian Recycling Sdn Bhd and Meridian Environmental Engineering, with ISO14001 certification.
Brings specialised expertise in niche waste streams including chemical waste and e-waste codes, creating a platform for the Group's planned expansion into the e-waste segment.

East Malaysia — Sabah Operations (Tex Evolusi Waste Management Sdn Bhd)

The Group is advancing its strategic presence in East Malaysia through Tex Evolusi Waste Management Sdn Bhd, a joint venture with Evolusi Bersatu Sdn Bhd to develop Sabah's first integrated scheduled waste management facility at the Sipitang Oil and Gas Industrial Park (SOGIP). This landmark project represents a RM100 million capital investment and is expected to create over 150 job opportunities, significantly enhancing the local technical workforce and industrial infrastructure in the region.

Following the successful approval of the Environmental Impact Assessment (EIA) in September 2024, the project is moving toward the physical construction phase, which is slated to commence immediately upon the issuance of Building Plan approval from the Sipitang District Council. Based on the current regulatory and development schedule, the facility is targeted to be fully operational by Q3/Q4 2027.

These strategic initiatives underscore the Group's commitment to building a comprehensive nationwide scheduled waste management platform, positioning us to capture and fulfill environmental service demands across all regions of Malaysia.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

RISK FACTORS

Risk plays a part in all our lives. As a society or business, we need to take risks to grow and develop. From energy to infrastructure, supply chains to airport security, hospitals to housing, effectively managed risks help societies achieve. In our fast-paced world, the risks we manage evolve quickly. We need to ensure we manage risks to minimise their threats and maximise their potential.

With the Group's pivotal interest in identifying and managing significant risks, we have designed and implemented a comprehensive Enterprise Risk Management Policy ("the Policy"), which forms part of the Company's internal control and corporate governance best practices, further elaborated under the Statement on Risk Management and Internal Controls.

Some of the major risks being identified, monitored, and mitigated by the Group on a day-to-day basis are elaborated below:

Fire

In our core recycling and recovery business, fire risk remains the most critical day-to-day operational threat. Fires involving hazardous wastes can bring significant harm to people and the environment through thermal energy, smoke inhalation, combustion-related airborne pollutants, contaminated fire water run-offs, and potential explosions. To mitigate this risk, a qualified safety and health department performs daily monitoring, supported by annual audits with DOSH and BOMBA, in-house training, and a dedicated firefighting and rescue team.

Work Hazards

Safety remains a major concern across industries dealing with hazardous scheduled waste. Despite comprehensive training and safety measures for all employees, mishaps can occasionally occur due to human error. The Group minimises this risk through daily oversight by qualified safety officers, vigilant supervision by production supervisors, and regular in-house training to keep workers updated on precautionary measures.

Price War

In a growing age of environmental awareness, the scheduled waste management sector continuously attracts new entrants, intensifying competition. Tex Cycle remains vigilant in monitoring and restructuring its logistics, marketing, and production teams' effectiveness to achieve economies of scale that help combat competitive pricing pressures. Internal marketing strategies and ongoing client relationship management are also in place to defend the Group's market position.

Changes in Regulations

The Group remains proactively informed of updates from all key regulatory bodies governing our diverse business segments. This ensures full compliance with evolving standards and positions the Group to benefit from tightening environmental enforcement.

Environmental & Waste Management
Department of Environment (DOE)
National Solid Waste Management Department (JPSPN)
Solid Waste and Public Cleansing Management Corporation (SWCorp)
Local Authorities (Building Plan and Business Premise Licensing)
Energy & Utilities
Sustainable Energy Development Authority (SEDA) Malaysia
Energy Commission (Suruhanjaya Tenaga – ST)
Occupational Safety & Health
Department of Occupational Safety and Health (DOSH)
Green Incentives & Climate Policy
Malaysian Green Technology and Climate Change Corporation (MGTC)
Malaysian Investment Development Authority (MIDA)
Ministry of Natural Resources and Environmental Sustainability (NRES)
Governance & Sustainability Reporting
Bursa Malaysia
Securities Commission (SC) Malaysia
Standards & Certification
SIRIM Berhad

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Machineries Breakdown

Equipment failures could cause significant accumulation of scheduled waste awaiting treatment, reducing storage space and exposing Tex Cycle to compound operational risks. To mitigate this, the Group maintains an active programme of ongoing repairs and preventive maintenance, with engineers monitoring all critical equipment to ensure compliance with applicable operating standards as well as notwithstanding any possibilities of new capital expansion into new/additional supporting machineries subject to its financial feasibility

Cybersecurity Risks

As the Group continues to digitalise its operations and customer management systems, cybersecurity risks have emerged as a growing concern. Potential threats include data breaches, ransomware attacks, and system intrusions. Tex Cycle has implemented comprehensive cybersecurity protocols, regular system audits, and employee training programmes to strengthen digital defences.

Supply Chain Disruptions

Disruptions in the supply of critical equipment, spare parts, or treatment chemicals could impact operational capabilities and service delivery. The Group has diversified its supplier base, increased inventory of critical components, and developed contingency plans for alternative sourcing. Regular supplier assessments and strengthened relationships with key vendors have enhanced supply chain resilience.

Integration Risk from Acquisitions

Following the acquisitions of Meridian World Sdn Bhd in FY2025, the Group faces integration risks including alignment of operations, systems, and corporate culture across enlarged entities. The Group has put in place dedicated integration teams, clear governance structures, succession planning within acquired entities, and regular performance monitoring to address integration challenges in a timely manner.

MILESTONES

Tex Cycle, since its establishment in 1984, has been a pioneer in the recycling and recovery industry with a consistent goal of supporting the Government's initiatives in protecting the environment. Key milestones include:

2003, awarded ISO14001:2015 (FKA ISO14001:2004); consistently achieved to-date
2004 – 2009, awarded the Prime Minister Hibiscus Award
2005, listed on the BURSA Malaysia ACE Market
2006 & 2008, awarded by the Malaysian Canadian Business Council under the Business Excellence category
2006 – 2014, shortlisted several times under the ACCA MaSRA Sustainability Reporting Awards
2016, licensed by the Malaysian DOE to treat 31 types of scheduled waste codes
2016, awarded Feed-In-Tariff (FiT) approval by SEDA to commission a Renewable Electrical Energy Power (REEP) Generation
2017, awarded the Renewable Energy Power Purchase Agreement (REPPA) with Tenaga Nasional Berhad
2017, recognition award from ENSEARCH for Exceptional Performance in Environmental Protection and Management
2019, Solar Net Energy Metering implemented
2019, registered as Solar Photovoltaic Investor with SEDA
2020, awarded FiT approval by SEDA for REEP Generation in Kedah
2020, awarded REPPA with Tenaga Nasional Berhad
2023, acquisition of additional solar assets
2024, acquired Ground Control Sdn Bhd (GCSB); GCSB subsequently secured exclusive BiobiN® manufacturing and distribution licence for Malaysia
2024, successful private placement raising RM31.25 million to fund development of Sabah's first integrated scheduled waste management facility at SOGIP
2024, GLT BP Power Sdn Bhd biogas plant connected to the national grid (April 2024)
2025, completion of Meridian World Sdn Bhd acquisition (RM48.3 million paid to vendors), extending the Group's scheduled waste management footprint to northern Malaysia and adding chemical recovery, wastewater treatment, and e-waste capabilities
2025, SEDA FiTCD approval for the 2MW Biomass Gasification Gas Engine Power Plant in Pelabuhan Klang at RM0.4266 per kWh, effective 30 September 2025
2025, TEWM secured the Development Plan (DP) approval from the Sipitang District Council in June 2025 and the Environmental Management Plan (EMP) approval from the Department of Environment (DOE) Sabah in October 2025.
2025, completion of share buyback programme totalling approximately RM15.5 million

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

FINANCIAL OVERVIEW

Year	2021	2022	2023	2024	2025
Revenue (RM'000)	28,734	33,037	35,090	36,199	57,651
Profit before tax (RM'000)	8,292	12,988	19,312	19,463	24,338
Profit after tax (RM'000)	6,156	9,740	15,742	16,331	21,921
Net earnings per share (sen)	2.46	3.71	6.21	6.31	8.05

REVENUE

The Group achieved total revenue of RM57.7 million for FY2025, representing a robust 59.3% increase from RM36.2 million in FY2024. This growth was primarily driven by the consolidation of Meridian World Sdn Bhd as a wholly-owned subsidiary from August 2025 onwards, which contributed substantially to the Recycling and Recovery Division ("RRD"). The Group's renewable energy division also maintained a strong contribution, with revenue from the segment rising 18% year-on-year to RM7.3 million, underpinned by solar FiT and CREPPA projects.

The segment breakdown of FY2025 revenue against FY2024 is illustrated below:

Segment	RRD	Manufacturing	Trading	Renewable Energy	Others	TOTAL
FY2025 Revenue (RM'000)	47,503	—	2,124	7,332	692	57,651
FY2024 Revenue (RM'000)	29,120	—	358	6,225	496	36,199
YoY Change	+63%	N/A	+493%	+18%	+39%	+59%

The RRD remained the dominant revenue contributor at RM47.5 million (82% of total), up from RM29.1 million in FY2024 — a 63% increase reflecting both organic growth in core recycling and recovery operations and the incremental contribution from Meridian from Q3 FY2025 onwards. The Trading segment recorded a significant step-up to RM2.1 million (FY2024: RM0.4 million), driven by Meridian's industrial chemicals and wastewater treatment product trading activities.

On a quarterly basis, the Group's revenue profile showed a marked inflection from Q3 FY2025 following the Meridian consolidation:

Quarter	Q1 FY2025 (RM'000)	Q2 FY2025 (RM'000)	Q3 FY2025 (RM'000)	Q4 FY2025 (RM'000)
Revenue	8,900	8,600	17,700	22,451
Profit Before Tax	3,200	3,400	2,700	15,038

Q4 FY2025 was particularly strong, with revenue of RM22.4 million representing a 141% increase over the corresponding Q4 FY2024 quarter of RM9.3 million, and a 27% increase over Q3 FY2025's RM17.7 million. The sequential acceleration underscores the growing earnings contribution of Meridian as integration progresses.

Improved Logistics Facilities

Timely collection and delivery services remain a critical driver of customer satisfaction and long-term contract retention. The RRD continued to invest in additional transportation facilities and experienced logistics personnel in FY2025 to improve planning and scheduling systems. These investments have been instrumental in growing the existing customer base, managing the expanded geographic coverage brought in through Meridian, and attracting new customers who require reliable, on-time scheduled waste management services.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Strengthening of the Marketing Team

The RRD continued to invest in experienced marketing personnel as core drivers of sales volume growth. The Group's sales incentive programme covering commissions and bonuses against set key performance indicators ("KPIs") continues to provide a sound basis for motivation and results. These KPIs are evaluated and monitored monthly with cooperation from the finance and marketing departments, ensuring all marketing personnel maintain visibility of performance and are aligned toward year-end growth targets.

Renewable Energy Performance

The renewable energy division contributed RM7.3 million in revenue for FY2025, an 18% increase from RM6.2 million in FY2024. This was supported by steady contributions from the Group's solar FiT plants and CREPPA projects. The division's growth trajectory is expected to accelerate materially from FY2026 onwards, following SEDA's confirmation in December 2025 of the FiTCD for the 2MW Biomass Gasification Gas Engine Power Plant at RM0.4266 per kWh effective September 30, 2025. With the biomass plant now fully commercially operational, it is expected to provide an additional annualised renewable energy revenue stream of meaningful scale going forward.

BOTTOM LINE IMPACT

The Group recorded a profit before taxation ("PBT") of RM24.3 million and a profit after tax ("PAT") of RM21.9 million for FY2025, representing increases of 25% and 34% respectively over FY2024 (PBT: RM19.5 million; PAT: RM16.3 million). This marks the Group's highest revenue and net profit in its corporate history, achieved in the year of its 41st anniversary.

The growth in profitability was driven by multiple factors: the consolidation of Meridian World's earnings from Q3 FY2025, fair value gains on quoted securities (FY2025: RM1.2 million net change in fair value plus RM8.4 million gain on disposal of quoted securities), and a gain on bargain purchase arising from the Meridian World acquisition of RM14.5 million. These were partially offset by property, plant and equipment written off amounting to RM14.2 million and increased administrative and operating expenses associated with the enlarged Group structure.

The fourth quarter of FY2025 was particularly noteworthy, with PBT of RM15.0 million and revenue of RM22.4 million — the strongest quarter in the Group's history — driven by the increasingly visible contribution of Meridian and fair value gains on investments. This Q4 performance demonstrates the transformative impact of the Meridian acquisition on the Group's earnings profile.

Gross profit margin for FY2025 contracted to approximately 37.8% compared to approximately 63.0% in FY2024. This compression is a direct and expected consequence of Meridian's trading and recycling revenue, which carries lower inherent margins than the Group's existing high-margin recycling and recovery operations. Management views this as a transitionary feature of the integration period, with margin recovery expected as operational synergies — including cross-selling of Tex Cycle's existing service capabilities to Meridian's customer base and elimination of overlapping costs — are realised over time.

On an earnings per share basis, basic EPS increased to 8.05 sen in FY2025 from 6.31 sen in FY2024 (based on audited FY2024 EPS), a 28% increase, together with a lower weighted average share count due to the Group's RM15.5 million share buyback programme completed during the year.

SUMMARY OF FINANCIAL RESULTS

Key Financial Ratios

Group Ratios	FY2025	FY2024
Profitability
Operational Return on Asset (EBIT/Average Assets)	9.14%	9.40%
Return on Equity (Net Earnings/Equity)	11.20%	8.63%
Gearing
Debt to Equity Ratio	0.52:1	0.24:1
Valuation
Net Asset per Share (RM/share)	0.70	0.72
Enterprise Value / Total Comprehensive Income	22 times	22 times

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Financial Position Analysis

Year	2021	2022	2023	2024	2025
Current assets (RM'000)	30,635	44,299	45,169	89,445	101,656
Current liabilities (RM'000)	7,674	7,623	7,987	19,052	41,304
Shareholders' equity (RM'000)	115,544	124,796	140,153	189,329	195,751
Net asset per share (sen)	45.71	49.24	55.30	71.79	70.46

The Group's total assets expanded to approximately RM297.1 million as at 31 December 2025 from RM235.4 million as at 31 December 2024, an increase of approximately 26%. This growth was principally attributable to the consolidation of Meridian World Sdn Bhd's assets into the Group's balance sheet following the completion of the acquisition in August 2025.

Current assets increased to RM101.6 million from RM89.4 million in the prior year. Non-current assets increased substantially to RM195.4 million (FY2024: RM146.0 million), primarily driven by the addition of Meridian's property, plant and equipment, intangible assets, and other investments upon consolidation.

Total equity (including non-controlling interests) increased to RM195.7 million from RM189.3 million in FY2024 (+3.0%). Shareholders' equity attributable to the owners of the Company was RM193.2 million. Net asset per share reduced to 70.46 sen from 71.79 sen in FY2024. The modest equity growth relative to the significant revenue increase reflects the Group's share buyback programme of RM15.5 million during the year, which partially offset the addition to retained earnings from the year's profit.

The Group's gearing ratio increased from approximately 0.24 times in FY2024 to approximately 0.52 times in FY2025, reflecting the drawdown of term to fund the Meridian World acquisition and purchase of property plant and equipment. Total borrowings stood at RM74.5 million as at 31 December 2025. Management is cognisant of the increased leverage and will prioritise cash generation from both the enlarged Group's operations to deleverage progressively, while ensuring sufficient capital for the Group's ongoing growth pipeline.

Cash Flow Analysis

The Group generated RM8.2 million in cash from operations before working capital changes for FY2025 (FY2024: RM11.8 million), reflecting the growth in underlying operational profitability. After working capital movements and tax and interest payments, net cash from operating activities amounted to RM9.3 million for FY2025.

Investing activities in FY2025 were dominated by the Meridian World Sdn Bhd acquisition, for which the Group deployed RM51.7 million in cash. This was partially offset by net proceeds from the disposal and changes in quoted securities investments of RM12.6 million and RM5.4 million from property disposals. Capital expenditure on property, plant and equipment amounted to RM10.2 million, directed at enhancing the capacity and efficiency of the RRD and integrating Meridian's operations.

Financing activities reflected payment of RM47.3 million for acquisition of Meridian acquisition and payment of RM15.5 million for share buy back programme which is offset by gain from investment in quoted shares. The Group ended FY2025 with total borrowings of RM74.5 million. Committed capital expenditure contracted but not yet incurred stood at RM71.8 million as at year-end, primarily related to the Sabah integrated waste management facility under construction.

STRATEGIC DEVELOPMENTS AND PARTNERSHIPS

Meridian World Sdn Bhd — Acquisition Completed August 2025

The acquisition of Meridian World Sdn Bhd, for a total consideration of RM48.3 million paid to vendors plus a RM6.7 million retention sum held for performance guarantee which was later not achieved and reversed as income from performance guarantee.

Meridian World, with three decades of experience in the Malaysian environmental services sector, was founded in 1995 and currently operates DOE-licensed plants in Kedah. Its capabilities span chemical waste treatment, wastewater management, scheduled waste recycling, and industrial chemicals trading — areas highly complementary to Tex Cycle's established recycling and recovery operations in central Malaysia.

The acquisition is more than a financial transaction, representing the integration of two established industry players to broaden service offerings and enhance competitiveness in environmental services. The combined entity is positioned to offer end-to-end sustainable waste solutions across a broader geography and waste stream spectrum.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Key strategic benefits of the Meridian acquisition include:
- Nationwide geographic footprint: Meridian's northern Malaysia customer base complements Tex Cycle's central Malaysia operations, creating a unified national network.
- E-waste capabilities: Meridian brings specialised expertise in niche waste codes including e-waste, supporting Tex Cycle's planned expansion into this high-growth segment.
- Chemical recovery and wastewater treatment: New service lines that expand the Group's revenue addressable market.
- Operational synergies: Cross-selling opportunities, elimination of overlapping functions, and cost rationalisation across the enlarged Group.

For more information, kindly visit: https://meridianworld.com.my/

Ground Control Sdn Bhd (GCSB) — Municipal Waste and Composting

GCSB, a 55%-owned subsidiary, accelerated its operational reach in the organic waste sector during FY2025. Leveraging an exclusive five-year licensing agreement for BiobiN® technology in Malaysia, GCSB manages an integrated service model that spans from on-site collection to off-site processing.

The Group's primary focus remains on the deployment and management of BiobiN® units at diverse client sites, where they serve as specialized vessels for the capture and initial stabilization of food and organic waste. GCSB provides the critical logistical link, collecting this pre-composted material and transporting it to a dedicated facility for final maturation. This systematic approach allows GCSB to divert significant volumes of wet waste from landfills, ultimately transforming the recovered organic matter into high-quality compost and soil conditioners for the landscaping and agricultural markets.

For more information, kindly visit: https://www.groundcontrol.my/

Econas Resource To Energy Sdn Bhd (ER2E) — Strategic Collaboration

The Group had, in July 2024, entered into a strategic collaboration agreement with Econas Resource To Energy Sdn Bhd ("ER2E") to maximise business opportunities in scheduled waste management. ER2E operates an advanced secured landfill and upcoming incineration facilities in Pengerang, and specialises in the collection, recovery, and disposal of scheduled waste. Under the agreement, both parties are committed to work towards awarding each other up to 5,000 tonnes per month of scheduled waste management and recycling work respectively, with mutual first-priority status for waste disposal and processing. This collaboration expands the Group's service capabilities and waste throughput capacity.

For more information, kindly visit: https://www.er2e.my/

Xantara Sdn Bhd — Strategic Collaboration

On 20 January 2025, Tex Cycle (P2) Sdn Bhd ("TCP2") entered into a collaboration agreement with Xantara Sdn Bhd, a specialised waste management company with expertise in specific types of scheduled waste and innovative chemical waste treatment and recovery technologies. This collaboration provides TCP2 with access to specialised waste treatment capabilities such as spent catalyst recycling (SW202) and scientific waste treatment (SW204, SW206), expanded waste handling capacity, and cross-selling opportunities to existing clients, accelerating the Group's growth in the scheduled waste management market.

For more information, kindly visit: https://www.xantara.com.my/

Victory Recovery Resources Sdn Bhd — Strategic Collaboration

On 23 September 2025, Tex Cycle (P2) Sdn Bhd ("TCP2"), a wholly-owned subsidiary of the Group, entered into a collaboration agreement with Victory Recovery Resources Sdn Bhd ("VRRSB") to optimise scheduled waste management capabilities and expand business opportunities, in compliance with Malaysia's Environmental Quality (Scheduled Wastes) Regulations 2005.

VRRSB, incorporated in 1990 and headquartered in Krubong Industrial Park, Melaka, is principally engaged in waste treatment, trading of recyclable products, and transportation. Under the Collaboration, TCP2 will source and secure suitable projects for VRRSB, provide technical knowledge and know-how in handling and processing scheduled wastes, and leverage its established market reputation and diverse customer base to promote VRRSB's business. In turn, VRRSB will source projects for TCP2 and provide the requisite facilities — including storage space, utilities, and processing infrastructure — to support TCP2's scheduled waste operations in the Melaka region.

The Collaboration is for an initial term of one year from the 23 September 2025, with renewal subject to mutual agreement. The Board views this arrangement as complementary to the Group's existing service model, with potential to increase revenue streams through expanded geographic reach and shared operational capacity in southern Peninsular Malaysia.

For more information, kindly visit: https://www.victoryrecovery.com/

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Barium Selat Technologies Sdn Bhd – Strategic Collaboration

On 28 May 2025, Tex Cycle (P2) Sdn Bhd (“TCP2”), a wholly-owned subsidiary of the Group, entered into a collaboration agreement with Barium Selat Technologies Sdn Bhd (“Barium”) to optimise scheduled waste management and recycling capabilities while expanding business opportunities.

Barium, incorporated in 2020 and headquartered in Cyberjaya, Selangor, is principally engaged in the manufacturing, engineering, design, and research and development of technology, chemicals, recycling, equipment, and related facilities.

This partnership was materialised to focus on optimising waste recovery and treatment processes while expanding service offerings across O&G, energy and industrial manufacturing sectors. TCP2 is expected to benefit from Barium Selat’s innovation-led activities in advanced chemical materials and drilling lubricants, while Barium Selat will gain access to Tex Cycle’s licensed waste recovery infrastructure and environmental compliance expertise, particularly in handling scheduled waste and recycling.

The Collaboration is for an initial term of one year from 28 May 2025, with renewal subject to mutual agreement. The Board views this arrangement as complementary to the Group’s existing service model, with potential to enhance service offerings, strengthen operational capabilities, and contribute positively to future earnings through integrated waste management and recycling solutions.

For more information, kindly visit: https://bariumselat.com/

Tex Evolusi Waste Management Sdn Bhd — Sabah Expansion

Tex Evolusi Waste Management Sdn Bhd, a joint venture between Tex Cycle Sdn Bhd and Evolusi Bersatu Sdn Bhd, is developing Sabah’s first integrated scheduled waste management facility at the Sipitang Oil and Gas Industrial Park (SOGIP) at an investment of RM100 million. Following the official launch ceremony in April 2024 and EIA approval in September 2024, the project achieved further regulatory progress in 2025 with the securing of the Development Plan (DP) approval in June and the Environmental Management Plan (EMP) approval in October and is currently awaiting Building Plan (BP) approval from the Sipitang District Council to commence the next phase of development. The facility is expected to create over 150 job opportunities in East Malaysia upon its completion.

For more information, kindly visit: https://texevolusi.com.my/

Metro Koats Technology Sdn Bhd — Property Disposal

Metro Koats Technology Sdn Bhd, a wholly-owned subsidiary, entered into a sale and purchase agreement on 22 January 2026 for the disposal of a single-storey detached factory with a double-storey office building at a disposal price of RM8.0 million, to be fully satisfied in cash. The disposal is consistent with the Group’s capital recycling strategy and its focus on optimising the utilisation of its asset base.

OUTLOOK

The scheduled waste management sector continues to demonstrate encouraging resilience, driven by the Malaysian Government’s strengthened enforcement posture through the Ministry of Natural Resources and Environmental Sustainability. Increasing compliance requirements among industrial waste generators, combined with the Government’s continued emphasis on environmental sustainability and Malaysia’s net zero carbon aspirations by 2050, create a structural and long-term demand tailwind for the Group’s core services.

Global economic uncertainties — including persistent inflationary pressures, geopolitical tensions, and currency volatility — remain factors that could influence business conditions. However, the demand for regulated scheduled waste management services is relatively insulated from macroeconomic cyclicality, as it is driven primarily by regulatory compliance requirements rather than discretionary industrial spending. Malaysia’s economy continues to show positive signs of development, and the Government’s focus on environmental governance reinforces the structural underpinnings of the Group’s business model.

The Group is well-positioned to leverage the growing ESG-driven demand in Malaysia’s waste management and renewable energy sectors. The combined Group — encompassing Tex Cycle’s core recycling and recovery operations, Meridian’s northern Malaysia network and chemical waste expertise, and the biomass gasification plant now generating FiT revenue — presents a diversified and resilient earnings base with multiple organic growth levers.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MOVING FORWARD

The Group has implemented innovative strategies to navigate market challenges and drive sustainable growth. A key approach has been adopting a balanced blue ocean and red ocean strategy — simultaneously pursuing differentiation and cost leadership while maintaining and deepening established customer relationships. This value innovation approach enables Tex Cycle to break the value-cost trade-off by creating new demand and service categories rather than merely competing on existing dimensions.

With the biomass gasification power plant now commercially operational under its SEDA-approved FiT arrangement, the Group anticipates a meaningful new stream of recurring renewable energy income from FY2026. This development, alongside the Group's continued expansion in the solar sector through CREPPA agreements, strongly supports Malaysia's Renewable Energy Roadmap (MyRER) target of achieving 40% renewable energy installed capacity by 2035.

The Group is actively expanding its oil and gas waste treatment capabilities at its Telok Gong, Klang facility. This strategic enhancement is expected to strengthen operational capacity and open access to the upstream oil and gas sector, broadening the Group's service addressable market within the scheduled waste segment.

Separately, the Group aims to expand into the e-waste management segment through the capabilities and specialised waste code licences acquired with Meridian. E-waste is a rapidly growing and highly specialised segment driven by accelerating electronics consumption, data centre proliferation, and tightening global e-waste regulations. The Group believes this represents a compelling growth opportunity that is well-suited to its existing expertise and operational infrastructure.

Looking ahead, the Group identifies its strategic expansion into East Malaysia—anchored by the landmark SOGIP integrated facility in Sabah—as the primary engine for our future growth. This RM100 million investment represents a critical entry into a high-potential market with significant unmet demand for professional scheduled waste services. By establishing this regional flagship, the Group is not only diversifying its geographical footprint but also creating a robust new revenue pillar that sets a new benchmark for sustainable industrial support in the region.

Complementing this growth, the Group is aggressively pivoting toward the municipal and industrial solid waste management sector through its food waste composting initiatives. This expansion is a natural evolution of our "Cradle-to-Cradle" philosophy, moving beyond hazardous waste to provide a comprehensive, zero-waste solution for a broader range of industrial and commercial partners. By integrating solid waste recovery into our existing infrastructure, we are positioning the Group to capture high-volume opportunities that align with Malaysia's national circular economy goals.

The Group's commitment to the "Cradle-to-Cradle" philosophy — minimising disposal of scheduled waste to secured landfills through maximum recycling, recovery, and energy conversion — aligns with the DOE's vision for excellence in Integrated Waste Management and positions Tex Cycle as a sustainability-aligned partner for the Malaysian industrial sector.

FUTURE GREEN COLLABORATIONS

As a 41-year industry leader in environmental industrialisation, Tex Cycle has consistently been at the forefront of technological advancement in Green Science. From cost-effective drum cleaning to recovering usable materials from waste, the company continues to pioneer industry advancements. With the "Green Wave" evolving into a multi-billion-dollar industry globally, the path forward must be considered with clear goals in mind. To this end, Tex Cycle remains committed to its core fundamentals: Reduce, Reuse, Recover, Recycle.

A cornerstone of Tex Cycle's strategy is value generation through energy-from-waste and the aggressive expansion of its solid waste management business. By committing significant resources to this concept—exemplified by the biomass gasification plant, the biogas facility in Johor, and the BiobiN® organic waste-to-resource initiative—Tex Cycle is redefining "waste" by creating tangible economic and environmental value from materials that would otherwise be disposed of. This integrated approach to both scheduled and solid waste not only diversifies the Group's revenue streams but also positions Tex Cycle as a leader in Malaysia's transition to a circular economy.

TEX CYCLE TECHNOLOGY (M) BERHAD

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BOLD NEW DIRECTION

Despite global market challenges over the past several years, markets show a strong trend toward growth, and the environmental services sector in Malaysia stands to benefit disproportionately from the Government's net-zero agenda. Tex Cycle embraces strategic change through mergers, acquisitions, and organic capability development. Both organic growth and M&A will remain the Group's main drivers to achieve higher revenue and profit growth.

With a more concentrated focus on expanding available growth options — including e-waste, oil and gas waste treatment, solid waste management services, and renewable energy — the Group is building a more resilient and diversified earnings base that is better protected against future market uncertainties. The Group is poised to open a new chapter in its illustrious history and inject more dynamic-driven direction, particularly in the ESG sector where demand fundamentals are structurally robust.

As part of the strategic growth opportunities, the Company proposed to transfer the listing of and quotation for its entire issued share capital from the ACE Market to the Main Market of Bursa Malaysia Securities.

Should the Proposed Transfer be completed, it is expected to enhance the Company's corporate profile and market visibility, potentially attracting a wider investor base including institutional investors who typically invest only in Main Market-listed companies. This could lead to improved market valuation, enhanced share liquidity, and greater marketability for the Company's shares, benefiting all existing shareholders.

APPRECIATION

On behalf of the Board of Directors, we, the Executive Director and key senior management team, would like to extend our heartfelt appreciation to the Independent and Non-Executive Directors, and all members of management and staff for their outstanding contributions, dedication, and resilience during a transformative FY2025. The Group's ability to successfully execute an acquisition, commission a landmark biomass energy project, and deliver record revenue and profitability simultaneously reflects the extraordinary calibre and commitment of our entire team despite what ought to be a challenging financial economic year in 2025.

Our sincere appreciation also goes to our customers, suppliers and business partners for their continued trust and support over the years. To our shareholders, we thank you for your confidence in the Group's strategic direction and for your continued support of Tex Cycle's growth journey. Together, we remain committed to our shared goal of protecting the environment for present and future generations while delivering sustainable and growing value for all stakeholders.

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SUSTAINABILITY REPORT

ABOUT THIS REPORT

Tex Cycle Technology (M) Bhd is proud to present its 2025 Sustainability Report, reflecting our ongoing commitment to environmental, social, and governance (ESG) excellence. Building on our legacy as the provider of “Preferred Scheduled Waste Management”, we have continued to innovate and adapt to the evolving landscape of sustainability, regulatory requirements, and stakeholder expectations to expand its portfolio of businesses and services.

1. About this Report

1.1. Preferred Scheduled Waste Management

Our central defining theme “Preferred Scheduled Waste Management” sets out our approach to a sustainable future for both of us as a company, as well as the environment, communities and other stakeholders that we engage with and work hand in hand with.

By keeping abreast of and implementing the latest technological advancements in this industry, we provide and implement waste management solutions and processes while complying with the ever-evolving compliance requirements.

As a member of the country’s leading scheduled waste management service providers, we are vigilant and thorough in our approach to quality, environmental and compliance issues that enable us to provide our services and maintain and strengthen our commitments to the environment and the stakeholders that occupy it. Tex Cycle Technology (M) Bhd (“Tex Cycle” or “the Group”) are delighted to present our sixth Annual Sustainability Reporting (“SR”) for 2025.

This SR provides an overview of the Group’s sustainability performance during the period of 1 January 2025 to 31 December 2025. The report also presents some of the performance parameters for the period of 1 January 2024 to 31 December 2024. Throughout the entirety of this year, we have delved deeper into the Environmental, Social, and Governance (“ESG”) impacts of our activities and initiatives, showcasing our commitment to responsible business practices, and actively reviewed our material issues to chart a course for embedding sustainability across all operations.

1.2. Scope and Basis of Scope (GRI 2-2, GRI 2-3)

The scope of our coverage for this SR is unchanged, subject to any further enhancements from Bursa Malaysia, which will result in enhancements to such coverage. This SR summarises our sustainability efforts for our stakeholders and other interested and relevant parties. Our goal is providing a clear, comprehensive, and transparent representation that accomplishes the principles of: Accuracy; Balance; Clarity; Comparability; Completeness; Sustainability Context; Timeliness; and Verifiability for our Environmental, Social, and Governance (“ESG”) performance and impact criteria in our operations.

This SR covers our ESG performance of our 2 subsidiaries, namely Tex Cycle (P2) Sdn. Bhd. and Meridian World Sdn Bhd. Although our portfolio includes many subsidiaries, we retain complete ownership of only these two entities, and they are fully operational, driving our strategic goals. Therefore, this SR includes discussions on the material topics identified through our materiality assessment to provide an accurate representation of our sustainability impact and performance of our selected Assets.

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1.3. Reporting Frameworks and Standards

This SR has been developed in accordance with Bursa Malaysia's ACE Market Listing Requirements ("AMLR") with reference to Bursa Malaysia's Sustainability Reporting Guide (3rd Edition), Global Reporting Initiative ("GRI") Standards, and the International Sustainability Standards Boards ("ISSB") Standards, and SEDG guidelines for greenhouse gas emissions for Small and Medium Enterprises in Malaysia.

The Board of Directors has identified key sustainability risks and opportunities, called Material Sustainability Matters, that significantly impact the Group's operations and their management. This aligns with the AMLR Appendix 9C, Part A, Paragraph 30, and Practice Note 9. Focusing on the Group's manufacturing, recovery and recycling business, this Report underscores our commitment to sustainable and responsible business practices, acknowledging the environmental, social, and governance (ESG) considerations we face.

2. About Tex Cycle

2.1. Who We Are

Tex Cycle Technology (M) Berhad is a pioneering environmental solutions provider and investment holding company. Originating in 1984 as a specialized scheduled waste recycler across Peninsular Malaysia, the Group was successfully listed on the ACE Market of Bursa Malaysia on 27 July 2005—proudly approaching its 20th listing anniversary at the end of FY25.

Integrated Waste Management

Today, our core operations in scheduled waste management are driven by our fully licensed recovery facilities: Tex Cycle (P2) Sdn. Bhd. in Klang, Selangor, and Meridian World Sdn. Bhd. in Kedah. We serve a broad spectrum of industries—including electronics, engineering, automotive, oil & gas, and printing—delivering circular solutions that safely decontaminate waste, extract the highest possible value, and minimize environmental impact. We are also actively expanding our geographical footprint through Tex Evolusi Waste Management Sdn. Bhd., an upcoming integrated facility in Sabah designed to treat locally generated scheduled waste.

Renewable Energy & Power Generation

Beyond waste recovery, the Group has strategically diversified into the renewable energy sector. Through Tex Cycle (P2) Sdn. Bhd., we own and operate a 2.0 MW Biomass Gasification Power Plant, supplying clean energy directly to the grid. Through Lestari G2E Sdn. Bhd., we hold a 30% equity interest in GLT BP Power Sdn. Bhd., which owns and operates a 3.5 MW biogas facility that treats Palm Oil Mill Effluent (POME) to generate electricity to the national grid. Furthermore, Lestari G2E manages the operation and maintenance of the 24.11 MWp Large Scale Solar (LSS) facility for Grooveland Sdn. Bhd., located in Seri Iskandar, Perak. The Group continues to advance other commercial solar energy initiatives through our co-investment in EFS MYSolar Sdn. Bhd., which provides end-to-end solar photovoltaic (PV) solutions for commercial and industrial applications, alongside ongoing clean energy development via Pakar B2E Sdn. Bhd.

Municipal Waste & Diversified Subsidiaries

Championing the circular economy further, our subsidiary Ground Control Sdn. Bhd. drives our strategic expansion into municipal and organic waste management. Providing comprehensive composting, gardening, and landscaping services, Ground Control utilizes patented "BiobiN" technology to seamlessly collect and transform food waste into premium organic compost.

Ground Control was established in 2011 to divert discarded food and garden waste from going into landfills and turning them into premium-quality organic compost as valuable nutrient-rich soil enhancers. Ground Control has been operating at a facility in Port Dickson since its inception. To meet growing demand, Ground Control is currently relocating its primary operations from Port Dickson to a new, optimized facility in Bukit Beruntong, while actively exploring additional sites for replication

The Group's comprehensive portfolio is supported by Tex Cycle Sdn. Bhd., acting as our principal management company, alongside our specialized property, manufacturing, and trading subsidiaries: TC Chemical Sdn. Bhd., Metro Koats Technology Sdn. Bhd., and Metro Envy Sdn. Bhd., which actively drive the manufacturing and trading of specialized chemical products and industrial by-products.

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The overall group structure is presented in the figure below.

Our systems and procedures are technologically advanced and updated frequently. This allows us to offer a one-stop solution to our valued customers with economical products and services in total compliance. The acquisition of Meridian World was predicated to primarily expand the geographical reach to the northern region of Peninsular Malaysia.

The Group explored the potential for expansion in projects both locally and internationally. As diversifying is key to maintaining survivability and relevance in the competitive market, the Group has ventured into the renewable energy sector ranging from solar photovoltaic, biomass to solid waste to energy projects.

Locally, in line with the Government's initiative to promote and increase renewable energy use, the Group has been working closely with the Sustainable Energy Development Authority ("SEDA") Malaysia with the renewable energy diversification programme to help industries reduce the cost of operation where the volume of electricity consumption is high.

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2.2. Our Vision

We envision being The Preferred Scheduled Waste Recycler in Malaysia. It aims to achieve this vision through the practice of sustainability in every aspect of the business with persistence Commitment, Determination and passion. It further aspires to one day be able to achieve zero waste through the maximization of resources.

2.3. Our Mission

We are committed to doing its part by engaging in continued ways and means to reduce all possible threats to the Environment. It embraces all relevant national and international efforts and inspires awareness of environmental protection in the Community at large.
We believe in sharing our resources with our most important Stakeholders, our Employees who are given the utmost priority. We pursue our mission with a continuous commitment to ensuring that our Employees work in a safe environment and return to their families safely.
Being in a competitive marketplace, it is essential for our professional teams to manage our customer's satisfaction efficiently and proactively. We uphold this with loyal and professional assistance which is provided in always engaging our exceptional services and reliable products. Tex Cycle embarks on continuous R&D in striving to do business profitably and responsibly by seeking up-to-date Technologies and modern state-of-the-art equipment and upgrading its operations for more effectiveness and efficiency in all that it does.
Tex Cycle addresses Corporate Responsibility to the future generation through various projects, collaborations, exhibitions and awareness programs to instill the importance of caring for the environment.

2.4. Our Corporate Values

Our Board commits itself and its directors to ethical, business and lawful conduct, including proper use of authority and appropriate decorum when playing the role of Board members. We practice the following corporate values in our business operations:

Adhering to all regulations wherever we operate.
Practicing high ethical standards and sincerity in our business.
Protecting the environment and community through all of our actions.
Respecting diversity and individual growth of Employees.
Creating higher value through technology, creativity and innovation.
More than meets the expectations of Customers and Shareholders and builds mutually profitable relationships.

3. Core Business Activities

3.1. Our Beginnings: Recovery and Recycling of Scheduled Waste

Our recovery and recycling of scheduled waste activities was established in 1984 to tackle the indiscriminate dumping or burning of contaminated waste that were regularly practiced.

In line with the efforts led by the Department of Environment "DOE") to address environmental pollution concerns due to both the illegal and legal waste dumping, we took the lead in the recovering and recycling the scheduled waste generated in Malaysia.

We followed the well-known maxim of "Reduce, Reuse, Recover, Recycle" and identified the intrinsic value of the waste material. We have collected contaminated materials directly from companies in the electronics, engineering, automobile, oil & gas, printing and other manufacturing industries. These materials, soiled with grease, inks, solvents and other potentially dangerous contaminants, are transported to our facility to be thoroughly treated and recovered. Such contaminated wastes are now highly regulated and must be sent to licenced off-site contractors permitted by the DOE.

Each year, hundreds of tonnes of contaminated materials are safely transported by our DOE licensed fleet to our facilities. Our core function is to remove harmful substances from these materials, enabling them to be reused. Where materials cannot be recovered, we convert them into safe, recyclable products suitable for reintegration into the supply chain.

Our factory, equipped with cutting-edge technology, is purpose-built to manage the complex logistics and processes involved in sustainable waste management. Safety and hygiene are non-negotiable principles in our operations. Our highly trained drivers and service personnel are committed to delivering quality and providing the most effective waste management solutions.

We take pride in our leadership in research, trend development, and service excellence. Working closely with customers and regulatory authorities, we ensure full compliance with the latest environmental standards. As a major player in the environmental sector, we remain committed to continuously improving our processes to meet and exceed the stringent government requirements for wastewater purity.

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SUSTAINABILITY REPORT

Tex Cycle through its subsidiaries is broadly classified into three core businesses:

(a) Scheduled Waste Management: Cutting edge waste recycling treatment, total waste management, recovery and disposal solutions to a wide range of industry sectors for hazardous and non-hazardous and chemical wastes.

(b) Renewable Energy

Solar: EFS MYSolar's current core businesses are as solar plant developers and owners in Malaysia and Thailand. We currently own and operate solar PV systems under the Feed-In Tariff ("FiT") and via Solar Power Supply Agreements in Malaysia.
Biomass to Energy: At Tex Cycle, we are committed to environmental stewardship and building a sustainable future. As a leading recycling company, we specialise in innovative biomass-to-energy solutions that reduce waste, lower carbon emissions, and harness renewable resources to generate clean, green energy.
Biogas to Energy: Our focus is on unlocking the immense potential of biogas as a sustainable energy source, driving progress towards a cleaner and greener world. The oil palm mills generate effluent rich in biological material that can be converted in biogas. The biogas, once purified, can be converted into energy that can be fed into the national grid. Our mission is to transform organic waste into a clean, sustainable energy solution while simultaneously reducing environmental impact and promoting a greener future for all.

Revolutionising solid waste management with our unique storage solution using Bio-bins and treatment—the first commercial, large-scale composting facility of its kind under Ground Control Sdn Bhd. We specialise in transforming food and garden waste into premium-grade compost, setting a new benchmark for sustainable waste management. Our eco-friendly approach not only ensures efficient storage and collection but also creates nutrient-rich compost, contributing to a greener, more sustainable future.

3.2. Locations of Our Operations

Throughout the last forty years, Tex Cycle has grown significantly. Starting from humble beginnings, the Company has enlarged into a well-established public listed company boasting a strong portfolio of assets, market composition and people connected by shared values as well as common goals.

The Group's core business aspiration has expanded tremendously over the years due to our ongoing endeavour to be the preferred scheduled waste recycling company in the region. As of today, Tex Cycle is entrusted by the Malaysian DOE to treat 31 types of scheduled waste codes within the country, compared to the singular licensed scheduled waste code at its inception. Up-to-date, Tex Cycle has over 6,800 registered customers, with the numbers steadily increasing.

Tex Cycle has its headquarters in Klang, Selangor. Presently, we have our core scheduled waste operations in Selangor and Kedah with our plant in Sabah expected to start operations within the next two years. Our operating compost facility in Port Dickson is expected to relocate to its larger operation in 2026 at one of the 2 potential sites identified. The Biogas-to-Energy plant in Bukit Pasir, Johor is operational.

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Key Highlights from 2025

Country	Malaysia
Number of Employees	267
Key Locations:
Tex Cycle P2	Lot 8942, Jalan Telok Gong, 42000 Klang, Selangor Darul Ehsan
Meridian	Jalan Pknk 1/5, 08000 Sungai Petani, Kedah Darul Aman

10 times based on time-curion per hectare - conservative figure based on "average" tree and "average" planting density.
10 Safety incidents refer to Loss Threat (Lpt)

Review of Operations

A complete review of our operations is provided in the Group's Management Discussion & Analysis (MDA) section of our annual report.

Contributions to the Sustainable Development Goals

Tex Cycle is firmly committed to achievement of the 17 Sustainable Development Goals (SDGs) that were set by the United Nations General Assembly in 2015 to address, mitigate and counter global and systemic challenges such as urbanization, climate change, resource scarcity, demographic and social change and global economic condition by the year 2030. These goals entail contributions by governments, civil society, and businesses acting in concert to implement this plan.

Domestically, these goals shape the sustainability landscape within Malaysia, and we have aligned our sustainability aspirations in line with long term policy trends and goals. We have and will continue to enhance our strategies and goals and efforts to adopt and include these goals our sustainability journey and decision-making processes.

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SUSTAINABILITY REPORT

SUSTAINABLE DEVELOPMENT GOALS

Tex Cycle has identified 12 SDGs that it has a direct as well as indirect impacts, namely SDG No 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 15, and 16.

SDG Goals	Full Goal Name	Management Action
3	Ensure healthy lives and promote well-being for all at all ages	We are committed to creating a safe workplace and promoting healthy living amongst our employees.
4	Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all	We provide highly intensive training retraining, and upskilling to our staff due to the nature of our business.
5	Achieve gender equality and empower all women and girls	We promote gender equality where we offer job opportunities to everyone.
6	Ensure availability and sustainable management of water and sanitation for all	We are involved in activities that relate to prudent water and sanitation management at our facilities.
7	Ensure access to affordable, reliable, sustainable and modern energy for all.	We are involved in activities that relate to energy conservation.
8	Promote sustained, inclusive and sustainable economic growth, full and productive employment and decent work for all.	We create a workplace that is conducive to productivity and growth by providing job opportunities and equipping our employees with various training and development programmes.
9	Build resilient infrastructure, promote inclusive and sustainable industrialisation and foster innovation.	We invest in infrastructure, sustainable industrial development and technological progress
11	Make cities and human settlements inclusive, safe, resilient and sustainable	We ensure that our working environment is safe and creating green public spaces for all employees
12	Ensure sustainable consumption and production patterns.	We ensure that our business complies with the rules and regulations of waste management.
13	Take urgent action to combat climate change and its impacts	We are involved in activities that relate to energy conservation and circular economy principles.
15	Life on Land	We are committed to protecting the local environments and biodiversity of the areas that we have operations in.
16	Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build effective, accountable and inclusive institutions at all levels.	We place ethics and integrity at the center of our business operations and have policies in place towards embedding such values throughout our organisation.

7. Our Approach to Sustainability

Tex Cycle's approach to sustainability is based and rooted in our core values, with key supports from its policies and procedures at a group level. We consistently embed sustainability criteria and factors into the core of our business. The following value-added sustainability framework forms the basis of Tex Cycle's steps to strengthen our approach to sustainability.

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SUSTAINABILITY REPORT

7.1. Sustainability Governance

In short, the Group's sustainability governance structure is integrated into its corporate governance framework. Given Tex Cycle's mandate sustainability criteria and themes be integrated in all aspects of our organisation and operations, the responsibilities of our Board and its committees have been broadened to encompass sustainability factors, matters and implementation, which are reflected in their respective terms of reference.

The Board of Directors is the ultimate authority within the group that is responsible for the Group's strategic direction when it comes to sustainability. The board has delegated this authority to the respective board committees that it oversees. In addition, the Board holds the ultimate authority for the Group's sustainability performance, having entrusted the Audit Committee with overseeing risk management and internal controls, including sustainability risks. Sustainability matters are discussed at Audit Committee meetings, especially when updating the Group's risk profile.

Our Corporate Sustainability Committee ("CSC"), which is chaired by the Group Chief Executive Officer ("GCEO") is deemed as the champion of sustainability initiatives within the company. It actively provides updates on both risk and sustainability to the Audit Committee. Once the Committee deliberates, key findings and recommendations are then brought to the Board by the Chairman for further discussion. Leading the charge for sustainability, the GCEO is assisted by the Group Chief Financial Officer ("GCFO") to drive sustainability efforts and is supported by a dedicated team of senior management, all working together to implement strategies and achieve the Group's sustainability goals.

As a Public Listed Company, Tex Cycle is committed to high standards of corporate governance ("CG") practices, adhering to the guidelines set forth by the Malaysian Code on Corporate Governance ("MCCG") 4th Edition. Our Board of Directors plays a crucial role in ensuring sustainability becomes an integral part of our strategic direction. Recognising the importance of transparency and accountability, we have established a dedicated Corporate Sustainability Committee ("CSC"). This committee, supported by working groups across the organisation, oversees the development, implementation, and effective management of all sustainability initiatives.

The GCEO regularly updates the Board on key ESG risks and opportunities, ensuring everyone stays informed and engaged. Effective governance of our sustainability agenda is paramount. It allows us to seamlessly integrate sustainability practices into our business operations while remaining true to our principles and standards. The leadership of the CSC demonstrates the Company's persistent commitment to building a sustainable future.

The Board of Directors strive to continuously be equipped with the necessary knowledge regarding the management of sustainability (including climate-related risks and opportunities) to drive informed decision making by attending periodic capacity building programmes. The Board is also cognisant of ensuring that the required competencies related to sustainability are periodically assessed to strengthen board leadership and oversight of sustainability matters.

ORGANISATION STRUCTURE FOR SUSTAINABILITY - (GRI 2: GENERAL DISCLOSURES [GRI 2-9, 2-10, 2-11, 2-14] / Details [GRI 2-12,13]

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RESPONSIBILITIES OF CORPORATE SUSTAINABILITY COMMITTEE ("CSC") [GRI 2-14]

CSC	Responsibilities
Board of Directors	Ultimately accountable for the oversight of sustainability matters of the Group, including but not limited to sustainability strategy and targets, materiality assessment and climate-related risks and opportunities.
• Ensures sustainability matters are considered within the Group’s and respective business segments and progressively embed a strong sustainability culture throughout the Group
Group Chief Executive Officer	Approves sustainability strategy and targets, policies, materiality assessment process & outcome and sustainability statement.
• Ensures the integration of sustainability and climate-related risks and opportunities within the Group’s Enterprise Risk Management (“ERM”).
• Oversees management of material sustainability matters, including climate-related risks and opportunities.
• Monitor’s implementation of sustainability strategies and policies and performance against targets.
Corporate Sustainability Committee	Develops sustainability strategy and policies and recommends revisions to the Board committees.
• Ensures the implementation of sustainability strategy is aligned across business segments and geographical locations of the Group.
• Evaluates overall sustainability risks and opportunities, including a focus on climate-related issues.
• Reviews the materiality assessment process and outcome.
• Reviews the sustainability statement prior to approval by the Board.
• Recommends and develops the sustainability-linked initiatives.
Sustainability Coordinator	Coordinate with and provides support to Sustainability Working Group on management of material matters.
• Consolidates sustainability report and data from the Working Group for the Steering Committee.
• Undertake materiality assessment process
Sustainability Working Group	Aligns practices on the ground with the organisation-wide sustainability agenda and strategy.
• Supports the Steering Committee with executing and monitoring sustainability activities and performance against targets

7.2. Sustainability Strategy [GRI 2-22]

Despite the challenging operating environment, Tex Cycle continues to practice prudence and stays focused on delivering quality growth, while being watchful of emerging risks. The Group is fully committed to upholding responsible financing which is reflected through its prudent infrastructure transformation as well as sustainability in its supply chain.

As a public listed company, we are pre-emptive of the sustainability matters mainly on the economic value creation for the shareholder and stakeholder;
We plan to elevate sustainability in company governance, through engaging in direct board oversight and accountability over environmental and social issues, more diversity and special expertise on boards, and linking executive and other employee compensation to sustainability goals;
We want to have robust regular dialogues with key company stakeholders on sustainability challenges, including employees, investors, suppliers and consumers;
We are in the progress to open reporting on sustainability strategies, goals and accomplishments; and
We are in the progress to develop systematic performance improvements to achieve environmental neutrality and other sustainability goals across the entire value chain, including operations, supply chains and products.
We plan to give quality service to all of the clients as they are part of our valued stakeholders.

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SUSTAINABILITY REPORT

8. Our Materiality Assessment Process (GRI 3-1)

Our material issues do directly and indirectly impact our ability to create long term value for our stakeholders. This value can be felt on the people, planet, and profits. As part of our review of operations, we have conducted a comprehensive materiality assessment by engaging both internal and external stakeholders to capture their views.

The outlined material matters help us navigate the current climate that we operate in with our strategy and resource allocation towards the most impactful of our sustainability topics. While the group does conduct a full assessment every three years, we do review the relevance of these topics on an annual basis, resulting in Tex Cycle being able to navigate its sustainability position.

8.1. Objective & Scope

Tex Cycle undertook a materiality study within the top management and middle management to determine the objectives and scope of the sustainability reporting.

8.2. Identification of Relevant Sustainability Matters

The process was initiated with sustainability issues relevant to Tex Cycle Technology and its stakeholders. In generating the list, the Group assesses the operating environment and emerging trends affecting our sector and conducts a study across a broad range of references to identify the relevant sustainability issues. The references include Bursa Malaysia's Sustainability Reporting Guide and Toolkits, and international standards such as the Global Reporting Initiative Standards on a segment basis. Moving forward, we plan to undertake a continuous review of material factors and sustainability matters to ensure that our understanding of both the current and future risks and opportunities facing our markets is adequately addressed, as well as to gather stakeholder perspectives and ensure that we are responding to their needs. As we update our material factors, we will continue to evolve our management approach to ensure that we are addressing them in a holistic and integrated manner. This may involve developing new policies and procedures, implementing various initiatives, measures and action plans, setting indicators as well as establishing a proper mechanism to capture, analyse and report sustainability data and information

8.3. Stakeholder Management & Engagement (GRI 2-29)

Tex Cycle has a large number of different stakeholder groups that affect or are affected by the Group and our activities. Our stakeholders were identified based on their different levels of influence over and dependence on our business. As a Group, we prioritise constructive communication with all our key stakeholder groups through formal and informal interactions. These interactions help us to identify key sustainability issues, and gain insights into future opportunities and risks, allowing us to stay ahead of the curve, respond effectively to stakeholder needs, build trust and foster collaboration. Our business and functional units actively engage with their respective stakeholders on chosen platforms. They bring all raised issues to the Management Committee, ensuring everyone remains informed and involved. Regularly engaging stakeholders is crucial for our business development, relationships, and commitment to sustainability.

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SUSTAINABILITY REPORT

Key Engagement Highlights for the Year To translate our commitment into action, Tex Cycle actively participated in several high-impact stakeholder engagements this year across various sectors:

Local Communities & Stakeholders (Renewable Energy Expansion):
We conducted comprehensive stakeholder engagement initiatives surrounding our 2.0 MW Biomass Gasification Power Plant. This ensured transparent communication regarding our renewable energy operations, local environmental impacts, and community alignment.
Community Support & Corporate Social Responsibility (CSR):
Demonstrating our deep commitment to social well-being, Tex Cycle conducted dedicated CSR outreach programs during major cultural festivities. In 2025, the Group organized community support and donation drives in celebration of Hari Raya and Chinese New Year, providing essential resources and fostering strong, goodwill-based relationships with underprivileged groups within our local communities.
Government & Regulatory Authorities (Health, Safety & Environment):
We collaborated closely with national safety bodies by hosting a dedicated knowledge-sharing and briefing session with Jabatan Bomba dan Penyelamat Malaysia (BOMBA). Organized in coordination with the Bahagian Pentadbiran Unit Pengurusan Aset dan Stor, this session successfully enhanced mutual awareness regarding responsible waste management and site safety protocols.
Academia & Future Talent (Industry-University Partnerships):
We significantly strengthened our educational partnerships to help drive Malaysia's green transition:
Hosted an official university visit and site tour for students and faculty from Universiti Teknikal Malaysia Melaka (UTeM) to provide practical industry exposure.
Our Group Chief Executive Officer, Mr. Gary Dass A/L Anthony Francis, was officially appointed to the Industry Advisory Panel (IAP) at Taylor's University (School of General Studies and Languages, Faculty of Social Sciences and Leisure Management). Through this role, Tex Cycle directly contributes to shaping curriculum relevance, addressing emerging ESG challenges, and enhancing graduate employability in the sustainability sector.

Stakeholder Engagement Initiatives Surrounding the 2.0 MW Biomass Gasification Power Plant

Appointment of Group CEO, Mr. Gary Dass A/L Anthony Francis, to the Taylor's University Industry Advisory Panel

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SUSTAINABILITY REPORT

Our key stakeholders are outlined in the below table, along with the forms of engagement and key topics of interest that we seek to address.

Key Stakeholders	Engagement Platform	Engagement Focus & Directive	Initiatives and Achievements
Shareholders	As needed
• Statutory Announcement
• One-on-one and group meetings

Quarterly
• Financial reports and announcements
• Investor briefings
• Conferences

Annually
• General Meetings
• Annual reports
• Corporate Events | • Actively engage with the investment community through multiple channels.
• Prospects and strategies
• Compliance, integrity and ethical business conduct | Initiative
• We disclose the Company’s information on the website to keep all stakeholders aware of the latest news and policies of the company.

Achievement
• We prepare announcements timely to communicate with our shareholders to keep them update with the Company’s information. |
| Regulators and Government Authorities | As needed
• Scheduled/ad-hoc meetings
• Face-to-face meetings

Regularly
• Participation in government and regulatory events
• Participate in training held by the authorities
• Participate in the forum or round table discussions
• Regular dialogue

Yearly
• Collaboration activities | • Comply with all the requirements
• Special industrial tariffs
• Interpretation of laws/legislation/guidelines
• Continuous engagement through formal and informal events
• Constructive feedback sessions
• Participation in surveys, forums and reporting | Initiative
• Compliance with local authorities, governmental bodies/agencies such as SIRIM, DOE, DOSH, local enforcement authorities such as MPK, JPJ, SPAD and BOMBA with their requirements and certification bodies (ISO) requirements • Reporting of energy savings initiatives
• Authorisation and license to operate
• Regulatory and Technical Association
• Conformance to legislation and license requirements

Achievement
• We comply with the rules and regulations set by the relevant authorities. |
| Customers | Immediately
• Customer support channels

As needed
• Meetings, capacity building sessions and business alliance meetings

Regularly
• Site visits
• Social Media posts on LinkedIn and others.

Annually
• Public engagement events
• Customer Satisfaction Survey | • Sound payment practices
• Strategic partnerships
• Working for alliance
• Compliance | Initiative
• We have set up the proper procedures on sales and customer services team to support the customers.
• We also conduct customer satisfaction survey yearly and review their needs on services provided to ensure all work is carried out effectively

Achievement
• We have maintained good relationship with customers. |

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SUSTAINABILITY REPORT

Key Stakeholders	Engagement Platform	Engagement Focus & Directive	Initiatives and Achievements
Employees	As needed
• Internal communications
• Corporate announcements

Regularly
• Workshop and training
• Employee engagement events

Annually
• Employee appraisals | • Career progression and employee development needs
• Performance evaluation and management
• Safety at the workplace
• Training and attachment programs
• Annual Medical
• Work from home
• Flexible working hours. | Initiative
• We send employees to training (both internal and external) to develop professional and also personal skills.
• We offer remuneration packages that are attractive to retain employees based on their performance.
• We sponsor staff education and membership fee for their career development.

Achievement
• Our turnover rate is low over the years. |
| Talent | As needed
• Recruiting talent
• Training and development of new and existing talent
• Retaining talent
• Provide sufficient tools/equipment for the employee to perform optimally

Regularly
• Developing leadership talent
• Provide mentoring, coaching and support to employees

Annually
• Open communication in both ways | • Growth opportunity
• Improve the Company's performance and reputation by fully utilising available knowledge and technology in used to reduce the risks of environmental in a cost efficient and sustainable way
• Improve business performance
• Quality feedback to the management | Initiative
• We send employees to training (both internal and external) to develop professional and also personal skills.
• We offer remuneration packages that are attractive to retain employees based on their performance.

Achievement
• We consistently maintain a low staff turnover rate. |
| Community | As needed
• Strategic and ad-hoc meetings/ visits
• Participation in conference

Monthly
• Participation in Company's safety and environmental activities

Yearly
• CSR events
• Public booth
• Posters | • Building a positive relationship with the communities around the workplace
• Focus on supporting the communities in our relevant operations
• Community investment, development and impact
• Awareness and understanding of social and environmental responsibility and impacts
• Educate the community on risk of work, nature of our business
• Communication with the community regarding the processes in the plant | Initiative
• We are part of the community group within the area where we operate.

Achievement
• We participate in conferences and seminars to create awareness on building green environment together with the public. |

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Key Stakeholders	Engagement Platform	Engagement Focus & Directive	Initiatives and Achievements
Suppliers	As needed
• Meetings
• Training and workshops
• Meetings, capacity building sessions and business alliance meetings

Annually
• Supplier assessment/performance appraisals

Regularly
• Site visits | • We implement a stringent Code of conduct and business ethics policy.
• We pledge ourselves to observe corporate integrity.
• We efficiently manage our Supply chain.
• We regularly review and assess Supplier performance
• We implement a responsible, professional and transparent procurement process.
• We ensure sound payment practices
• We believe in and implement strategic partnerships
• We encourage our customers to work openly and collaboratively with us to improve our work performance and products | Initiative
• We have set up the procurement process to select suitable suppliers or vendors. We also conduct supplier evaluations and review their services to ensure all work is carried out effectively.

Achievement
• We have maintained good relationship with suppliers. |
| Media | Ad hoc basis
• Media releases and interview
• Media briefings and press kit
• Roadshow | • Media is the most important element for business success and it is the most powerful tool to promote our services and compete with our fellow competitors. | Initiative
• We are working on social media marketing to target more audiences. We also participate in the roadshow to increase exposure.

Achievement
• We have explored different platform to promote our services to public |
| General Public | Regularly
• Company Website
• Social Media
• Social responsibility communications
• Dealing with any public complaints. | • Improve company performance and reputation by fully utilising available knowledge and technology to reduce the risks of environmental in a cost efficient and sustainable way. | Initiative
• We disclose the company information on the website to keep all stakeholders aware of the latest news, policies and achievements of the company.

Achievement
• We prepare announcements timely to communicate with our shareholders to keep them update with the Company's information. |
| Non-Governmental Organisation | Annual / ad-hoc meetings | • Collaborating with NGOs to improve our services. | Initiative
• Environmental, safety and health concerns

Achievement
• We join meeting with NGOs to collaborate with the team on creating awareness on creating environment together |

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SUSTAINABILITY REPORT

Key Stakeholders	Engagement Platform	Engagement Focus & Directive	Initiatives and Achievements
Economic Shareholders & The Investment Community	Annually
• Company's annual meeting and Directors' meeting	• Financial and economic impact and performance
• Business development	Initiative
• We disclose the company information on the website to keep all stakeholders aware of the latest news of the company.

Achievement
• We prepare announcements timely to communicate with our shareholders to keep them update with the Company's information.
• We communicate through social media to appraise our shareholders on awareness of products and prospects. |

Tex Cycle CSR Initiatives for Hari Raya and Chinese New Year in 2025

Hosting Universiti Tekninal Malaysia Melaka at Tex Cycle's premises

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SUSTAINABILITY REPORT

Material Topic Methodology

The development of our material topics is line with industry best practices as well as with the Double Diamond process which empahises iterative, collaborative, and communicative in nature.

FY23	FY24	FY25
Reviewed the 2023 assessment with our key stakeholder groups.	Enhanced the 2024 assessment with our key stakeholder groups.	We enhanced our 2025 assessments with our key stakeholder groups with the aim for a full-scale materiality review in 2026.
There is added enhancement on the new materiality.	There is an integration on the materiality.	There was a further integration of materiality with updated risks.

During the course of our full-scale materiality review for FY25, we have concluded that the existing 22 material matters are aligned with Tex Cycle's strategic priorities and stakeholder expectations. These were also benchmarked against our local and regional peers as well as considered emerging risks and relevant frameworks which are Bursa Malaysia's Sustainability Reporting Guide (3rd Edition) and GRI Standards.

Environment	Social	Governance
M1 Emissions – leaks	M2 Labour Procurement	M3 Anti-Corruption
M21 – Emissions - Fire	M4 Safety & Health	M5 Technology Excellence
M6 Water & Effluent Management	M7 Supplier Screening	M8 Compliance
M9 Energy	M10 Local Engagement Programmes	M11 Corporate Governance
M12 Local Environment Impact	M13 Business Ethics/Codes	M14 Cyber Security
M15 Local Procurement	M16 Reputation	M17 Market Presence and Condition
M18 Green Awareness & Education	M19 Anti Competitiveness Behaviour
M22 Waste	M20 Diversity

Our Materiality Matrix renews our focus on material matters which forms the basis of this report, while the respective indicators facilitate the monitoring and measurement of our sustainability performance.

The process of materiality assessment shapes a company's sustainability strategy and defines its reporting. It helps a company analyse risk factors and upgrade its business process for future prospects. Materiality assessment is also an important tool to meet the expectations of stakeholders.

The frequency of materiality assessment is done once a year however it is also being discussed on an ad hoc basis during monthly management meetings. As we monitor, manage and report on a wide variety of issues, the key to our approach is focusing our resources on material sustainability risks and opportunities that are associated with each material factor. Understanding our key priorities allows us to set our time, resources and investment to the best use.

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SUSTAINABILITY REPORT

Combining the views from stakeholders and Tex Cycle's Management from the preliminary materiality process, the materiality matrix has been derived to show the different levels of importance of sustainability matters. In an effort to navigate the Group towards sustainable business growth and success, we have assessed the material sustainability matters which are most significant to the Group as well as to our various stakeholders.

This material matters assessment enables us to identify, assess and prioritise the risks and opportunities arising from the ESG context, to take advantage of any potential opportunities in this ever-change business environment.

8.4. Material Factors (GRI 3-2)

Our material factors have been classified into three pillars: Environment (E); Social (S); and Governance (G).

These material factors have been presented based on the level of priority that has been assigned to by the Group.

Materiality Index Number	Factors	Reasons for Material Status & Management Practices	Initiatives Stemming from Material Issues and Management
M1	Emissions (E)	Why Material Systemic Risk that has wide ranging impacts on revenue generation model, costs, and ability to continue as going concern and deliver value to stakeholders Managing Materiality Measuring and mitigating climate related Scope 1 and Scope 2 emissions. Implementing monitoring and emissions reduction practices and technologies	Monthly Collecting emissions data for quarterly and monthly review. Quarterly Review of emissions data to see key emissions trends and develop strategies to address emissions when they exceed the ceiling put in place.
M2	Labour Procurement (S)	Why Material The Group relies on labour for its operations which can be very intensive in nature. Sourcing labour in a responsible manner that will respect the human rights of current and potential workers is paramount. Managing Materiality The group monitors and engages with its labour procurement specialists to ensure that issues such as gender equality, no forced labour and a general commitment to human rights are maintained	Monthly We perform continuous evaluations on our labour procurement practices and engaging with our workers to ensure that human rights principles are being met.
M3	Anti-Corruption (G)	Why Material This reduces risks of economic imbalance and compliance with laws, international charters and conventions. Managing Materiality On-going monitoring, briefing and review of compliance throughout the Group are carried out to make sure that the Group's policies and procedures as well as the system of internal controls are being properly implemented.	Yearly All employees are required to comply with the standard operating procedures for Malaysia Anti-Corruption Commission Act set by the organisation.

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Materiality Index Number	Factors	Reasons for Material Status & Management Practices	Initiatives Stemming from Material Issues and Management
M6	Water & Effluent Management (E)	Why Material
Given the proprietary processes used by the Group in its operations and core businesses, it is important that water management and effluents from such processes be treated in a manner that results no contamination with local water sources.

Managing Materiality
The group has invested heavily in effluent management processes to ensure that any adverse effects on the water table are kept to a minimum and result in safe and consumable water. | Daily
The Group consistently measures water and effluent treatment. |
| M4 | Safety & Health (S) | Why Material
Impact on the safety of the workforce to avoid workplace injuries and customers to ensure the safety of products.

A healthy workforce is a necessity for efficient and safe operation.

Managing Materiality
We support the on-going training of operational teams to ensure understanding in recognising and improving as well as maintaining safe working conditions.

All staff are sent for annual medical at our expense to identify and resolve possible health problems.

We promote group wellness activities including sporting events. | Yearly
We send staff to join training by the relevant authorities to comply with laws and regulations. |
| M5 | Technology Excellence (G) | Why Material
It is important to stay on top of emerging technology trends to maximise efficiency and competitiveness

Managing Materiality
We explore new technology via publications and exhibitions to keep ourselves updated on the latest technology available. | Yearly
We participate in exhibitions and research since new technology is always emerging |
| M9 | Energy (E) | Why Material
The group uses significant energy resources in the form of electricity in order to perform its functions. As such reducing energy usage or deriving energy from renewable resources lowers Tex Cycle's utility bills while also addressing circular economy principles

Managing Materiality
The group has diversified its energy mix to be less reliant on hydrocarbon fuel sources, for example by installing Solar panels in our factories. We further promote diversity by delivering solar energy solutions through our partners (EFS Mysolar, Revision Solar and Klasik Aktif) | Monthly
The group is consistently measuring its energy usage and managing its energy mix. |

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SUSTAINABILITY REPORT

Materiality Index Number	Factors	Reasons for Material Status & Management Practices	Initiatives Stemming from Material Issues and Management
M7	Supplier Screening – Environment (S)	Why Material
Impact of suppliers’ activities on environment and society.

Managing Materiality
We choose to work with businesses across our supply chain that deploys good and sustainable practice within the environments and communities in which we operate. | Yearly
We review suppliers' performance and conduct supplier evaluations. |
| M8 | Compliance (G) | Why Material
Compliance with laws and regulations is one of our main requirements.
Managing Materiality
We provide adequate training and resources to ensure we meet compliance obligations. | Yearly
Staff are sent for training either in-house or outsource so that they are aware on the latest update on the laws and regulations. |
| M12 | Local Environment Impact (E) | Why Material
It safeguards the environmental impact and assures compliance.

Managing Materiality
We monitor and review the environmental compliance strategy and performance.

We monitor and report on gaseous and liquid emissions and perform noise assessments in accordance with our DOE approved environmental management plan. | Yearly
Meetings are held between the head of departments for discussion. |
| M10 | Local Engagement Plans & Programs (S) | Why Material
It is to strengthen cooperation with local stakeholders such as governments and NGOs.

Managing Materiality
We support the local communities in which we operate. | Monthly
We post articles on social media to create awareness of various waste related activities.

Yearly
The community group is formed to share information within the local communities. |
| M11 | Corporate Governance (G) | Why Material
Corporate governance is the basic ingredient of our business model.

Managing Materiality Governance is conducted according to various regulations and sub-committees. The Board oversees the governance based on a quarterly review of management reporting. | Yearly
The management meeting covers the update on corporate governance to ensure corporate governance compliance. |
| M15 | Local Procurement (E) | Why Material
It ensures the stable, sustainable procurement and supply of resources as well as creates opportunities for economic contribution through localisation.

Managing Materiality
We assess the performance and pricing of our suppliers and we are always on the lookout in the market for the best quality and best value pricing. | Yearly
We review suppliers' performance and conduct supplier evaluations |

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SUSTAINABILITY REPORT

Materiality Index Number	Factors	Reasons for Material Status & Management Practices	Initiatives Stemming from Material Issues and Management
M13	Business Ethics/Code (S)	Why Material
Maintaining business ethics is our core value.

Managing Materiality
We proactively promote and positively reinforce good behaviours to the employees.

We require all employees to sign a declaration confirming adherence with our code of conduct. | Yearly
All employees are required to comply with the code of conduct set by the organisation |
| M14 | Cyber Security (G) | Why Material
It is crucial to maintain a safe environment to protect all company data.

Managing Materiality
We continuously review and improve cyber security to prevent any cyber-attack. | Yearly
We continuously communicate and review the security level for cyber safety |
| M18 | Green Awareness & Education (E) | Why Material
It is important to protect the sustainability of the planet.

Managing Materiality
We commit to becoming more environmentally aware and cultivating company's culture through the 4R motto. | Monthly
We post articles on social media to create awareness of sustainability related initiatives.

Yearly
We join green awareness activities held by DOE and educate our employees on recycling within our premises. |
| M16 | Reputation (S) | Why Material
Impact of the image of the organisation.

Managing Materiality
We maintain the company's reputation by delivering good services to customers and build a good relationship with the customers. | Yearly
We encourage the customer to rate our services and review the customer survey form to improve. We are also using social media to promote our services. |
| M19 | Anti-Competitiveness Behaviour (S) | Why Material
It lessens the competition within the market.

Managing Materiality
We prohibit the company in engaging conduct which distorts the competitive process and harms competition. | Yearly
We discuss any potential for perceptions of anti-competitive behaviour and address any found. |
| M17 | Market Condition & Presence (G) | Why Material
It is important to understand the factors that influence the demand for our business.

Managing Materiality
We identify the current trend of business and aim to provide excellent services to build a good relationship with customers.

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SUSTAINABILITY REPORT

Materiality Index Number	Factors	Reasons for Material Status & Management Practices	Initiatives Stemming from Material Issues and Management
M17	Market Condition & Presence (G)	Why Material
It is important to understand the factors that influence the demand for our business.

Managing Materiality
We identify the current trend of business and aim to provide excellent services to build a good relationship with customers.

We regularly engage with NGO's, trade associations and local authorities to ensure we are aware of current trends and are meeting market requirements. | Yearly
Assess and analyse the latest business trend and plan for short and long-term business planning. |
| M20 | Diversity (S) | Why Material
Diverse cultural perspectives can inspire creativity and drive innovation as well as productivity.

Managing Materiality
We recruit employees with good competency, skills and equality. | Yearly
Equal opportunities are given to all employees |
| M21 | Emissions - Fire | Why Material
The group deals with waste substances that are highly flammable and could be safety and health risks should they combust

Managing Materiality
We conduct regular anti fire management and training sessions for all employees, while conducting monthly assessments on fire readiness. | Monthly
Regular fire and safety assessments to ensure that risk is managed. |
| M22 | Waste | Why Material
While Tex Cycle is in the business of processing waste, it is important for it to ensure that it deals with its own waste in a responsible manner.

Managing Materiality
We provide recycling and separation facilities regularly conduct sampling of our waste to ensure that it can be processed in an environmentally safe manner | Monthly
We conduct monthly sampling of our waste to ensure that it has been segregated properly and is compliant with relevant regulations |

9. Risk Management

Tex Cycle recognises the importance of being prepared for any challenge. Aligned with ISO3100:2018 our Risk Management Guidelines proactively identify and manage potential risk across our organisation. Our Enterprise Risk Management ("ERM") framework goes beyond traditional approaches, integrating sustainability and climate-related risks alongside corporate, financial, and operational concerns. This holistic approach ensures we address the full spectrum of potential threats and opportunities. Managing risk appetite effectively is crucial. Designated risk owners diligently monitor and track all identified risks, regularly reporting to the Board Committee for review and strategic decision-making. This collaboration ensures every risk stays on our radar.

9.1. Prioritisation & Embedding of the Sustainability Process

Tex Cycle has undertaken a stakeholder prioritisation and engagement process to engage with its stakeholders. These include ongoing efforts to engage with stakeholders in the usual course of business through the day-to-day operations, as well as specific engagements carried out to seek stakeholders' feedback. The outcome of these engagements was considered in the course of the Group's materiality assessment.

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SUSTAINABILITY REPORT

As part of the process of conducting the materiality assessment of sustainability matters, the Group has conducted the specific engagement process as follows:

To determine the key stakeholders with whom the Group should engage, the Group carried out assessments to identify key stakeholders based on each stakeholder's influence and dependence on the Group.
To gain an insight into these key stakeholders' concerns, interests and expectations, the Group conducted discussions including on-going sessions throughout the year to gauge stakeholders' concerns on the list of sustainability matters identified.
Where applicable, Tex Cycle also took into account feedback from other stakeholder groups, gathered through various channels and the on-going engagements during conducting its business operation.

9.2. Process Review

The materiality process is undertaken as a key component of the Tex Cycle journey towards identifying the material sustainability matters. The process was reviewed by the Board, who have approved both the processes and outcome of the materiality process including the Group's materiality which guides the Group in addressing and managing its material sustainability matters in its business operations.

10. Sustainability Framework

Tex Cycle's sustainability framework has been refined to align with our business strategy and is guided by the Group's vision and mission. Through our framework, we aspire to meet the needs of our stakeholders, reduce our environmental impact as well as contribute positively to the local communities where we operate. It outlines our focus areas which are: the long-term generation of shared economic value, protection of the environment for future generations and the thoughtful empowerment of our people and local communities. We aim to deliver the objectives under each focus area by addressing the concerns related to each of our material matters. Accordingly, we have set targets to enable us to accelerate and monitor our sustainability performance. By linking these targets to a performance scorecard, we are able to track our progress and ensure that we are making continuous improvements towards these targets.

11. Management Approach for Material Matters (GRI 3-3)

Our sustainability commitments and practices across the three key areas of Environmental, Social and Governance undertaken by our key business divisions are described in detail in the following sections.

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12. ENVIRONMENT

In line with our Sustainability Statement, we strive to maintain full compliance with all relevant environmental, legal and other legislative requirements in fulfilling the customer's expectations and satisfaction. We are aware of the environmental impacts of our activities on the planet, and we take responsibility for managing our environmental impacts seriously. We will continue to develop effective environmental initiatives to protect the environment. Being a responsible corporation, we acknowledge our responsibility to protect the environment.

Tex Cycle has been in the industrial recycling business for nearly two decades and as the leading recycling company in the region, and we take our role of stewardship of the environment very seriously.

We are transparent with authorities on our activities and emissions, and we make efforts to ensure all our activities comply with environmental regulations and resolve any non-compliance in the shortest time possible.
We work together with stakeholders to improve our environmental performance.
We provide documentation of the environmental management system and make employees and all other members working at the site aware of them.
We communicate our environmental policy to all employees and make it available to the public upon request.
We ensure that risks related to environmental Issues are identified and the Preventive/ Control Measures to prevent and mitigate them are implemented.
We are ensuring that discussions on the environment and sustainable development form an integral part of the organisation's development.
We commit to continual improvement and strive to prevent pollution and work towards reducing waste and consumption of resources that can affect the environment.

12.1. Climate Change (SDG 11, 12 & 13)

We acknowledge that our energy consumption and GHG emissions contribute to climate change impacts. Committed to sustainability, the Group embraces the transition to a low-carbon economy, pursuing responsible practices while exploring exciting new possibilities.

12.1.1. Our Approach

Tex Cycle aims to reduce our environmental footprints and establish operational resilience to deliver long-term value to our business, stakeholders and communities. We are guided by our ESG Policy, which outlines the Group's objective to effectively manage and minimise the impacts arising from our business operations. As part of our efforts to mitigate climate change, we have committed to achieving carbon neutrality by 2030 with an aspiration to be net zero by 2050. We have established three focus areas to guide us on this journey.

12.1.2. Managing Our Emissions

We continuously strive to improve our energy use and efficiency through the following initiatives:

We have installed Insulation on most of the big dehydrators in Meridian, which reduces heat loss, fuel consumption and emissions, and the plan is to gradually insulate the mid-sized dehydrators to further save energy.
Our burning equipment uses high efficiency waste oil burners with preheaters which cater for changes in fuel viscosity, and allow optimisation of the air-fuel mixture, thus reducing soot emission.
We have equipped the outlets of burning equipment with separators, scrubbers and filter bag dust collectors to reduce NOx, SOx, Particulate matter, CO, and smoke. The water feed for the scrubbers comes from recycled water.
We have implemented the use of LED lights and installation of new inverter-type air conditioners for our offices
We have installed "spacecool" technology on our airconditioner compressors to reduce electricity consumption.
We have installed skylights in the factory and office spaces to reduce lighting requirements.
We have tinted our windows to reduce thermal load and reduce the need for airconditioning.
We have implemented a lighting schedule across key areas in our head office to switch off lights during certain hours of less use;
We ensure the maintenance and replacement of electrical equipment and light fittings to maximise energy efficiency;
We have launched a campaign to remind all staff to switch off the lighting, water dispenser, air conditioning; or to switch off other electrical appliances in the office and pantry when they are not required.
We encourage carpooling for all staff by providing company vehicles to reduce emissions from commuting.
We continuously assess the generation of electricity through solar, and will increase it if the scale of energy demand so requires.

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SUSTAINABILITY REPORT

12.2. Investing in Low Emissions and Green Technologies

The Group is committed to harnessing renewable energy. We've equipped our factory with rooftop solar panels and are actively exploring opportunities to integrate solar directly into our developments, maximising sunlight capture and economic feasibility. By leveraging cutting-edge technology, we aim to utilise the necessary tools to make informed decisions and take measurable actions towards a sustainable future, both for the organisation and our customers, in real-time.

A substantial proportion of the electricity for Telok Gong comes from solar power. The plan is to introduce solar power on a staged basis in Meridian.

An important achievement in 2025 was the commissioning of our 2 MW renewable energy plant, commissioned in Q3 2025, which has contributed significantly to Tex Cycle's renewable energy initiatives under the SEDA Feed-in Tariff (FiT) Program. Between July and November 2025, the plant generated a total of 607,866.5 kWh of clean electricity, supporting Malaysia's transition to sustainable energy sources.

During this period, 2,026 tonnes of sustainably sourced wood chips were processed in the plant's gasification system, producing 303.1 tonnes of biochar. Biochar is a stable form of carbon that, when applied to soil or mixed with compost and fertilizer, acts as a long-term carbon sink, locking carbon out of the atmosphere for decades to centuries. Its use also improves soil structure, water retention, and nutrient availability, enhancing agricultural productivity while mitigating climate change.

Tex Cycle plans to pursue Puro.earth biochar carbon credits to recognize the climate impact of this carbon sequestration. By integrating biochar into soil and composting applications, the plant not only generates renewable electricity but also contributes to carbon-negative solutions, aligning with global sustainability goals and Malaysia's net-zero carbon ambitions.

Additionally, we aim to obtain Renewable Energy Certificates (RECs) for the electricity generated, further validating the environmental benefits of the plant. Together, these efforts demonstrate Tex Cycle's commitment to circular economy practices, renewable energy, and carbon management strategies.

We are considering the use of biofuels and alternative vehicle technologies which will be implemented as and when deemed technologically mature and value beneficial.

12.3. Our Performance – Energy Consumption

In 2025 we operated two facilities, our facility in Telok Gong, Selangor and our recently acquired facility, Meridian, in Sungai Petani, Kedah.

Our performance for Telok Gong is reported for 2023 – 2025. Meridian data is reported for 2025 (2024 when available), which will become the baseline going forward

a. Energy Consumption – Telok Gong Summary

Energy in Telok Gong is consumed in the form of diesel (for trucks and forklifts), Electricity for operating the plant, LPG for burners and wood chips in the biomass power generation unit.

Our net energy consumption in Telok Gong reduced during the year, both in terms of total consumption, and consumption per ton of waste transported and processed.

Diesel usage, primarily for trucks reduced significantly from 2024 to 2025 from 314KI to 275KI. This is attributable to the retirement of older vehicles, and the purchase of newer more efficient ones. On a per tonne of waste transported basis, the improvement was a significant reduction of 30%.

Electricity usage decreased 11% from 2024 to 2025. The quantity of electricity generated from solar power remained as 314MW for both years, resulting in a slight percentile increase of the use of solar power from year 2023 onwards.

LPG usage increased. The waste throughput in 2025 was higher, and the Anaerobic Pyrolysis unit had some mechanical issues in 2025 which necessitated multiple start-ups, resulting in higher LPG consumption.

Wood chip consumption in 2025 establishes our initial baseline, reflecting the active operation of the Power Generation unit throughout Q3 and Q4.

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SUSTAINABILITY REPORT

b. Energy Consumption – Meridian Summary

Energy in Meridian is consumed in the form of diesel (for trucks and burning equipment), petrol (for vehicles), engine oil (for dehydrators and carbonisers), and wood chips (for dehydrators).

Diesel usage in our Meridian facility between 2024 and 2025 was stable, showing a minor increase of 5%.

Electricity usage increased slightly between 2024 and 2025, an increase of 12%.

Engine Oil consumption between 2024 and 2025 decreased very significantly due to the use of wood chips as a supplementary fuel to engine oil.

The consumption of Wood Chips in 2025 was 604 tonnes.

c. Diesel – Telok Gong

Diesel usage is from two sources – diesel used for the trucks used for transporting waste and recycled products to and from the plant, and diesel used by the forklifts in the plant.

Consumer	Consumption in litres
	2023	2024	2025
Trucks	153,305	282,095	253,007
Forklifts	Included above	32,000	25,000
Total	153,305	314,095	278,007

In terms of litres per Tonnes per year of waste transported:

	2023	2024	2025
Waste transported (tonne)	18,628	21,283	19,239
Litres/ tonnne	8.23	14.76	13.15

d. Diesel/ Petrol/ Engine Oil – Meridian

Data for Meridian for 2023 is not available. For 2024 and 2025, fuel consumption was as follows:

Consumer	Consumption in litres
	2023	2024	2025
Trucks (Diesel)	NA	98,090	128,151
Cars (Petrol)	NA	4,061	2,416
Burning equipment (Diesel and Engine Oil)	NA	644,700	299,490
Total	NA	746,851	430,057

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SUSTAINABILITY REPORT

e. Electricity Purchased / Generated – Telok Gong

Electricity is purchased from TNB. We also generate electricity through solar energy, and recently through generation from biomass.

Biomass is reported separately in accordance with GHG Protocol guidelines. Power generation from biomass, which started in 2024 declined in 2025 as a result of teething problems with equipment. It is expected that 2026 will see an increase. However, it should be noted that power generated from biomass is not used on site but is exported to the grid.

Electricity consumption year on year is as follows:

	2023	2024	2025
Electricity Purchased (MWh)	160.81¹	593	561
Solar Energy Generated	100.09	314	314
Total Electricity Consumption	260.90	840.16	818.97
% from solar	38%	37%	38%

Electricity generated from Biomass is as follows:

	2023	2024	2025
Electricity Generated (MWh)	Nil	Nil	55¹

Electricity Purchased - Meridian

	2023	2024	2025
Electricity Generated (MWh)	NA	2,900	3,293

f. LPG – Telok Gong

There are two main users of LPG, the Anaerobic Pyrolysis Unit, and the Washing department.

	2023	2024	2025
LPG used (Tonnes)	Nil	144.8	151²

g. Biomass – Wood Chips

Site	2024 (Tonnes)	2025 (Tonnes)
Telok Gong	Nil	2,026
Meridian	Nil	604

¹ Prorated from Q3
² Prorated from Q3

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SUSTAINABILITY REPORT

13.1.2. Our Performance – Greenhouse Gas Emissions

There are three categories of GHG Emissions.

Scope 1 – Those emissions that are direct and owned or controlled by the company.
Scope 2 – Those emissions that are caused indirectly by a company which come from where the energy it purchases and uses is produced.
Scope 3 – Those emissions that are not covered in Scope 1 or Scope 2 but are created by the company's value chain.

In line with SEDG guidelines, this report covers Scope 1 and Scope 2 emissions from both the Telok Gong and Meridian facilities. Scope 3 reporting is for employees commutes only. As recommended in the guidelines, minor emissions such as from air-conditioners and fire extinguishers are not included in the calculations.

In accordance with the guidelines, GHG from biomass (such as wood chips) are not included in Scope, but are reported separately.

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SUSTAINABILITY REPORT

Scope 1 Emissions – Direct emissions owned or controlled by the company – Diesel, Petrol and LPG (tCO₂eq)

	User	2024	2025
Telok Gong	Diesel - Trucks	821	736
	Diesel - Forklifts	93	73
	LPG	402	420
Total Telok Gong		1,316	1,229
Meridian	Diesel – Trucks and Oil Heater	462	606
	Petrol Vehicles	10.64	6.33
	Engine Oil	2,092	791
Total Meridian		2,564	1,403
Grand Total Tex Cycle		3,880	2,632

Note: 2023 Data was not reported.

Scope 2 Emissions – Indirect emissions caused through the purchase of energy³

	FYE 2024		FYE 2025
	MWh	tCO2 eq	MWh	tCO2eq
Telok Gong	593	459	561	434
Meridian	2,900	2,244	3,294	2,549
Total Tex Cycle		2,703		2,983

Scope 3 Emissions – Indirect emissions caused through the company's value chain⁴

Year	Facility	Vehicle	Km travelled/Year	tCO2eq
2025	Telok Gong	Car	940,420	215.0
		Air	39,298	6.2
2025	Meridian	Car	50,493	116.0
		Air	4,138	0.5
Total				338.0

Emissions from Biomass⁵

Facility	Year	Fuel	Tonnes/Year	tCO2eq
Telok Gong	2024	None	-	-
	2025	Wood Chips	2,026	3,646
Meridian	2024	None	-	-
	2025	Wood Chips	604	1,087

Note: The burning of wood chips, despite the reported CO2e above, is generally regarded as being carbon neutral, hence is reported separately per IPCC guidelines, and not included in Scope 1 calculations.

³ Scope 2 emissions are calculated based on TNB latest Grid Emission Factor (2022) of 0.774 tCO2eq per MW
⁴ Scope 3 emissions estimates are limited solely to employee commute and business travel for 2025.
⁵ Reported separately but not included in total Scope 1 & 2 GHG calculations per IPCC guidelines.

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13.2. Water management (SDG 6 & 12)

Both of our facilities operated sophisticated and comprehensive effluent treatment facilities.

13.3. Water Management – Telok Gong

In Telok Gong, water from internal drainage is directed to a sump, and then Oil and water are separated in an Oil water separator. The Oil from the separator goes to oil processing unit, which in turn retails it to other entities, while the water stream goes through a process of chemical reaction where metals are precipitated from the water, and a coagulant added to enhance the separation of the metals. The resulting sludge from the tank is directed to a sludge pond, where after thickening and filtering, the resulting sludge cake is sent to disposal.

Meanwhile the water stream is filtered, clarified, dissolved air removed, and any remaining solids coagulated and removed. The water goes through an activated carbon filter, and then finally to a storage tank from which it is distributed to users in the plant. This system results in the recycling of more than 80% of plant water.

IETS FLOWCHART

13.3.1. Water Management – Meridian

Our Meridian facility operates two similar effluent treatment facilities, consisting of both chemical/ physical parts, and a biological treatment section.

In Meridian, water from internal drainage flows to an Oil Trap tank where a gross separation of oil and water occurs. Oil from the trap tank is skimmed off and sent to our carbonizing process to be recycled to become recycled oil. The water stream is chemically treated to precipitate metals, coagulated, and then flocculated, essentially creating a mix of suspended solids and water. The suspended solids are removed in a Clarifier, while the clear water stream is neutralized, and then goes through biological treatment, where an activated bio-sludge is used to remove organic contaminants, and then filtered and tested before the treated effluent is released to drain. Solids removed through the treatment process are treated in a filter press from which liquids are returned to the treatment system, and solids disposed of at a licensed facility.

Treated water from the system is recycled to the scrubbers on the outlets of burning equipment. It is estimated that 600m3/day is saved through this system, equivalent to the water consumption of 2,700 households.

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13.3.2. Other Water Management Activities

In addition to in-plant process management, we continue to implement water conservation initiatives and raise employee's awareness on water management, including initiatives such as:

Rain water harvesting
Periodic checks for leaks
Installing low flow taps and toilets
Awareness campaigns with employees.

13.4. Waste Management

Tex Cycle core scope of activity is the management of waste, but our focus is not only on the management of the scheduled and non-scheduled wastes sent to us for treatment, but also in the spirit of environmental sustainability, we focus on the management of wastes generated by our own business.

Our strict compliance to regulations ensures that there is no harm to the environment through the course of our activities.

13.5. Our Approach

We ensure that the maximum possible amount of waste that is sent to us for treatment is recycled. The non-recyclable component of treated waste in Telok Gong currently stands at 1.34%, and in Meridian all treated waste is recycled. We are constantly looking for ways to maximise our treatment processes, either through improvements of technology or by improvements in methodology.

Water in both the Telok Gong and Meridian plants is mostly recycled as mentioned earlier.

Rain harvesting, which was temporarily discontinued for upgrading in 2025 will resume in 2026 and will further contribute to the reduction of raw water consumption.

Waste heat is recovered where possible and used in the process.

We acknowledge that the waste generated through our office activities, or through plant operations should also be managed appropriately. Plastic containers and bags in the plant are generally recycled. The reduction of paper usage in the office is stressed, through the reduction of its use by paperless operations, and by recycling paper and waste that is produced.

Initiatives implemented in the last few years and continuing include:

To provide a dedicated area and storage for a collection of non-hazardous material for recycling.
To facilitate the reduction of scheduled waste generated that is hauled to generate energy.
To designate a dedicated area where on-site sorted waste materials can be stored in separate skids for collection facilities.

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13.6. Our Performance

While in 2025 we collected less waste than in 2024 (19,239 tonne in 2025 compared to 21,283 tonne in 2024), we processed more in 2025 due to carry over of inventory. In 2025 we processed 25,500 tonnes of waste, compared to around 22,000 tonnes in 2024.

As the breakdown of waste material in 2025 was more carbon intensive than that in 2024, the CO2 saved by recycling that material in 2025 was higher.

In both years the amount of waste that could not be recycled and went to disposal was about 1.34% of that treated, less than 1 tonne in both years.

Facility	Year	Waste treated (tonnes)	Waste to disposal	Estimated tCO2eq saved
Telok Gong	2024	22,000	0.7	47,300
	2025	25,500	0.8	55,725
Meridian	2024	23,180	None	13,456
	2025	26,143	None	18,215
Total	2024	45,180		60,756
	2025	51,643		73,940

13.7. Managing Environmental Emergencies

Tex Cycle's environmental impact risks are carefully and thoroughly identified from the processes and products/materials used throughout the plant. Risks that may exist while transporting are also identified. Appropriate procedures and environmental operating instructions are in place to ensure a fast and effective response if any of the potential environmental emergencies that have been outlined arises. All employees are trained by ERT Team on Standard Operating Procedures ("SOP") for emergencies with frequent emergency mock drills.

The ERT members provide emergency route plans/maps with safety indications of first aid boxes, fire extinguishers, emergency routes, spillage kits, eye washes, etc. which are placed around the plant and this map is placed in every department for reference. The emergency procedures and vital information are constantly communicated to all employees, customers and contractors.

13.8. Environmental Non-Compliance

One of our core principles is that we should be in compliance to all applicable local regulations. We are transparent to, and in close contact with regulatory bodies such as DOE, DOSH, JPJ, local authorities and BOMBA and regularly meet with them to discuss issues related to the environment and sustainability. Our competence has been recognised to the extent that our facility is occasionally used as role model for new local regulatory officers.

Tex Cycle as one of the pioneers in the management of scheduled waste has also been recently invited by DOE to assist in the development of occupational skills in the field of Scheduled Waste Treatment Systems.

We are proud to say that in the last two years there has been no environmental non-compliance.

14. Social

Tex Cycle believes that happy and empowered employees are the foundation of a thriving company. We continuously strive to create a safe, supportive, and positive work environment. We recognise that success goes beyond financial results, it is about integrating social responsibility into our core operations and creating long-term value for all stakeholders. We actively invest in initiatives that benefit our employees, communities, and the environment. This includes promoting a safe and healthy workplace through dedicated programs and activities, fostering a positive and engaged workforce through meaningful events and initiatives and supporting responsible social programs. By prioritising people and purpose, we aim to build a company that is not only successful but also sustainable and impactful.

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14.1. Community Investment (SDG 4)

Tex Cycle believes that strong companies have a responsibility to contribute to the well-being of the communities they serve. We are committed to being a responsible corporate citizen, actively engaged in initiatives that promote prosperity and well-being in the areas where we operate.

Throughout the year, Tex Cycle has made various contributions to support the communities around us, which include monetary donations and initiating several activities for the communities. We are deeply grateful for the opportunity to make a positive impact on the lives of others and remain committed to fulfilling our social responsibility as a community partner.

14.1.1. Our Approach

Being in the industry of scheduled waste management, Tex Cycle's daily business operations matter to the community as the hazards of the improper handling of toxic wastes may pose serious consequences to the people. As such, responsible daily operations matter most in this community engagement of Tex Cycle. Through various projects, collaborations, exhibitions, and programs, Tex Cycle brings awareness on ways to create a better environment for the community

Tex Cycle is committed to fostering strong communities, and one of our key focuses is supporting local education initiatives. We believe in empowering individuals by providing them with the tools and opportunities they need to reach their full potential. This not only benefits them but also creates a future generation of skilled leaders and contributors, ultimately benefiting our company and the broader community.

Through carefully designed programs, we address critical needs within local communities, aiming to improve overall well-being and strengthen our relationships with residents. By investing in people and their potential, we are actively building a mutually beneficial future.

A strong talent pool, enriched by local education initiatives, directly contributes to our success. In turn, a thriving community fosters a stable and supportive environment for our operations. This creates a cooperative relationship where Tex Cycle and the communities we serve can flourish together.

For example, some of the activities done include:

School Programs - Tex Cycle encourages students, especially from upper secondary schools to visit and participate in Environmental programs. Students will have the opportunity to understand the process of scheduled waste recycling and recovery, hands-on JAR test in the wastewater area, hands-on group activities for creating products from household waste, understand the benefits of recycling and initiate 4R activities in their school.
Community Awareness - Any participating community member who is keen on environmental awareness programs is welcome. Adult groups are given a detailed presentation on the history, processes and relevant information on Tex Cycle, followed by a plant tour and finally, a Q&A session which provides an alternative perspective on understanding the concept of recycling and awareness towards Scheduled Waste Management. We encourage the community to be responsible for their environmental health and not completely depend on the Government for enforcement.
Local University - We support the universities by providing research funds and required information for research related to the industry and accept final-year students for internships.
Customer EMP - We support Customers' EMS, ISO14001 certification and environmental programs by assisting customers with their regulatory and compliance issues.
DOE - Tex Cycle has participated in the Selangor State and National Environmental week (MASM) exhibition, bringing scheduled waste management awareness to the community within Selangor and the whole of Peninsular Malaysia. In collaboration with Selangor DOE, an environmental camp during the State Environmental Week was jointly organised.

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SUSTAINABILITY REPORT

14.2. Our Performance

14.3 Diversity, Equity, & Inclusion (SDG 5 & 8, GRI 405)

Tex Cycle believes in creating a workplace where everyone feels valued, respected, and empowered to contribute their unique voice. We actively promote diversity and inclusion through concrete initiatives, fostering a work environment where everyone thrives regardless of their background.

Our commitment to diversity and inclusion is reflected in encouraging applications from diverse candidates and fostering an inclusive work environment. By building a diverse and inclusive team, we aim to reflect the richness of the communities we serve, unlock the potential of every individual and drive innovation and success.

14.3.1. Our Approach

We believe in building a truly equitable and inclusive workplace where everyone can thrive. We are committed to fairness, respect, and opportunity for all. We ensure equal opportunity from the beginning, with consistent reviews of our recruitment process and adherence to our Policy and procedures. Tex Cycle competitive wages are free from gender bias, and career advancement, recognition, and rewards are based solely on merit.

14.3.2 Our Performance (GRI 2-7)

From 2023 to 2024, the total workforce experienced a modest and steady growth of approximately 4%, increasing from 99 to 103 employees. This growth was driven by a rise in permanent staff, which grew from 93 to 99 employees, while the number of contract workers decreased from 6 to 4. However, arising from the incorporation of Meridian into the group, the period between 2024 and 2025 saw a significant increase, with the total headcount more than doubling to reach 267 employees. This expansion was characterized by a sharp rise in both contract types: permanent roles doubled reaching 174, while contract positions increased from 4 to 93. Consequently, while the organization remained predominantly comprised of permanent employees in 2024 (roughly 96% of the workforce), by 2025, the ratio shifted significantly, with contract staff making up nearly 35% of the total workforce, reflecting a rapid move toward a more flexible labor model.

Employment Contract	2023	2024	2025
Permanent	93	99	174
Contract	6	4	93
Total	99	103	267

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Senior Management by Race, Gender and Age

Between 2023 and 2024, the total number of Senior Management was six (6) and seven (7) respectively, due to acquisition of Ground Control Sdn Bhd. The gender representation consisted of 4 males and 2 females in 2023 and 5 males and 2 females in 2024, while the racial breakdown was split between Malay (1), Chinese (4) and Indian (1) members in 2023 and Malay (1), Chinese (4) and Indian (2) members in 2024. In 2025, the total number of Senior Management has increased further to 8 individuals, consists of 6 males and 2 females. The racial breakdown was split between Malay (1), Chinese (5) and Indian (2) members. In terms of age distribution, the team consisted 5 individuals in the "30–50 years" and 3 individuals in the "Over 50" category in 2025.

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Salary Ratios

The incorporation of Meridian in the group in 2025 makes meaningful comparisons on salary ratios between 2024 and 2025 difficult, however, it is observed that the ratio of non-executive salaries for male staff is reflective of the large proportion of plant workers who are male, whereas for female staff, the predominance of salaries in the executive space and the relatively low proportion of salaries in the non-executive space is reflective of the number of female staff employed in the various administrative functions compared to the lower number of female plant personnel.

14.5. Employee Management (SDG 8)

Tex Cycle recognises our employees as our most valuable asset. Their success is intertwined with ours, and we are committed to investing in their development and well-being. We are dedicated to attracting, developing, and retaining top talent by fostering a stimulating and empowering work environment. This includes providing growth opportunities, promoting a healthy work-life balance and cultivating a culture of respect and inclusion. By investing in our people, we ensure they remain competitive, adaptable, and future-proof. This not only empowers them to reach their full potential but also drives the company's continued success and growth.

14.5.1. Our Approach

Tex Cycle has always given focus to employees, one of the most important stakeholder groups "internal" to the core operation of the business and its' most important investment. The management rates the engagement with employees as valuable and is based on relationship-building from the very beginning. Tex Cycle's management deals with its employees with trust, mutual respect and understanding to develop and build interactions. This established relationship is the basis of our engagement with our employees.

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The engagement of our workforce and the people of Tex Cycle is a vital part of our success. Focus on the people and the workplace culture is placed at the top of our list and believes that good performance by our employees should always be recognised and appraised. Tex Cycle continually invests in its employees and aids in their growth by providing the right training, building a connection to the business through various environmental programs, giving rewards in various ways for their contribution, creating career development opportunities, initiating a safe working environment and offer physical & financial support where needed.

14.5.2. Talent Acquisition and Onboarding

Building a strong future starts with attracting the best talent. At Tex Cycle, we hire based solely on merit, focusing on skills, experience, and cultural fit, as outlined in our recruitment policies and procedures. We believe in a fair and unbiased process to build a diverse and talented workforce, while also strengthening our employer brand to attract top performers.

This approach benefits us in attracting high-performing individuals and engaging with potential candidates, which will boost customer loyalty and improve overall organisational performance. Senior leadership ensures that our recruitment policies and objectives align with our strategic direction and that the necessary resources are available to implement these practices effectively.

14.6. Upskilling and Reskilling

We believe that investing in our employees is crucial for our continued success. We offer a comprehensive development program that combines various learning methods which include on-the-job training, personalised coaching and mentoring, and formal learning opportunities. This combined approach equips our employees with the necessary skills, resilience, and adaptability to confidently navigate ever-evolving technologies and trends.

Tex Cycle recognises the importance of personalised development. We regularly assess individual needs and review our training programs to ensure they remain relevant and impactful. This allows us to address skill gaps and support employees in achieving their career aspirations.

14.6.1. Performance Management and Compensation

Tex Cycle is committed to fostering a high-performance environment. We achieve this by establishing well-defined goals and Key Performance Indicators (KPIs) at the beginning of each year, ensuring everyone understands their contribution to overall success. Our systematic performance review process involves self-assessment, open discussions, and constructive feedback, followed by personalised coaching and support to help employees excel. We also acknowledge and celebrate outstanding performance, both individual and team-based, through merit-based rewards like bonuses and promotions.

We offer competitive salaries and benefits packages that are regularly reviewed to stay aligned with market trends and attract top talent. Additionally, we cultivate a positive work environment that emphasises a culture of learning, collaboration, and recognition.

The following are among the benefits provided to our employees:

Leave
Annual leave, sick or hospitalisation leave, marriage leave, maternity and paternity leave, compassionate leave.
Medical
Life insurance, Healthcare screening., hospitalisation insurance.

14.6.2. Succession Planning

We actively invest in succession planning by identifying high-potential individuals across all levels. In 2023, we selected top performers to participate in our leadership development program, equipping them with the essential skills and competencies needed to become future leaders.

We are pleased to report that in 2025, we successfully promoted two high-potential individuals internally to the roles of Chief Operating Officer and Chief Technical Officer. These Chief Officers are now playing a pivotal role in strengthening our leadership pipeline by mentoring and developing their respective second-line successors, ensuring continuity and closing any leadership gaps within the organisation.

14.6.3. Feedback and Engagement

We prioritise employee feedback and identified key areas for improvement, specifically focusing on work-life balance, rewards and recognition, and company leadership. To address these concerns, we will conduct focus group discussions with relevant employees to brainstorm solutions and implement positive changes.

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14.6.4. Building Connections

We are committed to fostering a positive and engaging work environment through various initiatives. In 2025, these included:

Festive celebrations
Building community and fostering a sense of belonging through regular celebrations throughout the year

Tex Cycle Merdeka Day Celebrations

Team building activities
Encouraging collaboration, communication, and problem-solving skills.

Tex Cycle Staff Badminton Tournament

Tex Cycle Bowling Tournament

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Tex Cycle Futsal Tournament

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SUSTAINABILITY REPORT

14.7. Safe Workplace & Practices

We are committed from Board level down to the workforce to provide all our people with a workplace where safety is a primary consideration, and to educate our people on the practices required to assure safety. Our Board sets policy, which is then implemented by the management with the full participation of the workforce. In 2026 we will roll out the Tex Cycle “9 Life Saving Rules”, based on our current work practices and industry norms to further simplify understand and assure compliance

LIFE-SAVING RULES

(The above is an industry template which will be customised to TexCycle's existing procedures and specific safety challenges)

We are committed to:

Equip our facilities with all safety equipment required by the regulations and industry practice.
Ensure that all equipment in our facilities are fit for use, regularly inspected, and routinely maintained.
Provide our people with all required Personal Protective Equipment and ensure it is properly used.
Train our people on how to safely operate equipment and how to react in case of emergency.
Train our people on their rights and obligations with regards to workplace safety, and all procedures to keep them safe.
Empower our people to raise any safety issue without fear of repercussions, and to stop work if they feel unsafe.
Mitigate all risks related to workplace safety identified in our risk matrix as a priority.
Ensure our vehicle fleet is properly maintained and fit for use on the road, and that the location of fleet at any time is identifiable through GPS.
Ensure our drivers are trained in defensive driving techniques.
Ensure that working hours for all personnel are in accordance with regulations pertaining to maximum continuous hours worked.
Investigate any safety incidents and put into place actions to prevent recurrence.
Regularly engage with authorities such as DOE, DOSH and Bomba to ensure close compliance and awareness of any new regulations in the pipeline.

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14.8. Our Performance

14.8.1 Employee Training Hours [GRI 404-1]

Between 2023 and 2024, the organization's commitment to employee growth remained consistent, with total training hours increasing from 1,027 to 1,180. During this period, the average training hours per employee rose from 10.37 to 11.45. This upward trend was particularly evident among female employees, whose average training hours moved from 11.91 to 15.65, while the average for male employees saw a slight adjustment from 9.84 to 10.05.

From 2024 to 2025, the total investment in professional development expanded significantly to 2,931 total training hours, corresponding with the overall increase in the workforce. Despite the larger headcount, the organization maintained its focus on skill acquisition, achieving an average of 10.98 training hours per employee. This reflects a broader distribution of learning and development resources across the expanding operational teams to ensure continued competency and safety standards.

From 2023 to 2025, the total training investment increased by a factor of 3, from 1,027 to 2,931 hours, reflecting the significant growth in the overall workforce. This expansion was characterized by a substantial increase in training for the Non-Executive category, which rose to 2,166 hours, to support the onboarding and technical upskilling of new operational staff, and continuing development of existing staff. Training for Senior Management increased to 240 hours, while the Executive category increased to 525 hours. By 2025, the Non-Executive group accounted for approximately 74% of total training hours, underscoring a strategic focus on ensuring frontline operational excellence and safety compliance during a period of rapid organizational scaling.

Training and Development

	2023	2024	2025
Total Investment in Employee Development (RM)	80,627	157,047	59,980
Total Training Hours	1,934	3,477	3,751
Average Training Hours Per Employee	19.54	13.63	14.05

Training Hours by Employee Category

	2023	2024	2025
Non-Executive	643	1,396	2,185
Executive	651	1,155	874
Middle Management	546	750	528
Senior Management	94	176	164

Training Hours by Gender

	2023	2024	2025
Male	1,096	2,198	2,548
Female	838	1,279	1,203

Thematic Training (non-exhaustive)

a) Safety and Health

	2023	2024	2025
Total Training Hours	84	652	863
Number of Attendees	160	88	363

b) Human Rights

	2023	2024	2025
Total Training Hours	20	16	32
Number of Attendees	1	2	2

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14.10. Employee Retention and Attrition

	2023	2024	2025
Under 30	6	2	11
30 – 50	5	4	19
Over 50	0	0	1
Total	11	6	31

The Group recorded a total attrition of 31 employees in 2025, representing a significant increase compared to 11 employees in 2023 and 6 employees in 2024. This sharp rise is primarily driven by higher turnover in the 30–50 age group, which increased substantially from 5 employees in 2023 and 4 employees in 2024 to 19 employees in 2025. The increase in employee movement during the year is largely reflective of a more dynamic labour market environment and evolving career aspirations across the workforce.

14.11. Human Rights (SDG 8)

As a responsible organisation, Tex Cycle is committed to protecting and respecting human rights across all our business operations. We believe that strong human rights practices coupled with fair and ethical treatment improve productivity and promote a healthy working culture.

14.11.1. Our Approach

Tex Cycle is committed to ethical and responsible business practices. We strictly adhere to all applicable laws and regulations in our operating countries, including Malaysia's Employment Act 1955. In 2022, it was aligned with the Minimum Wages Order 2022, raising the minimum wage to RM1,700 per month.

Our Code of Conduct also outlines our expectations for employees and external stakeholders regarding human rights in business dealings with Tex Cycle. It prohibits unfair labour practices, child and forced labour, and promotes fair treatment, freedom of association, and a grievance mechanism. The Code of Conduct Policy is available on our website.

We have communicated to all our employees and workers about our grievance handling process and whistleblowing policy. We encourage employees to report any violations of labour practices, disputes, or inappropriate behaviour anonymously and confidentially. We guarantee whistleblower protection and investigate all reports seriously.

Recognising the labor-intensive nature, Tex Cycle pays particular attention to managing labour rights in this division. We adhere to the International Labour Organisation's Indicators of Forced Labour and ensure fair wages, decent living conditions, and proper training for all workers, including foreign employees.

14.11.2. Our Performance

We take worker well-being and living conditions seriously. Our worker accommodation management procedures with the latest regulations, including the Workers' Minimum Standards of Housing and Amenities (Amendment) Act 2019. We carry out regular inspections of worker accommodations to ensure they meet the required standards and we hold regular engagement sessions with workers to gather feedback and address their concerns regarding their living conditions.

We are committed to upholding human rights throughout our operations. We are continuously working towards the goal of achieving zero substantiated complaints regarding human rights violations. In 2025 we received no such complaints.

14.12. Health and Safety (SDG 3 & 8) [GRI 403]

Employee well-being is our top priority. We create safe and healthy work environments that actively prevent injuries and illnesses. This focus on safety not only benefits our employees by fostering a happier and more motivated workforce but also translates to increased efficiency and productivity, creating a win-win situation for everyone.

14.12.1. Our Approach

Our business operations are conducted in a safe manner, through the implementation of rigorous measures and controls across all levels of our workforce. Our operations are governed by an internally established Occupational Health, Safety and Environment ("OSHE") team. Our comprehensive Health, Safety, Security and Environmental ("HSSE") policy sets even higher standards exceeding the Occupational Safety and Health Act 1994 ("OSHA") requirements and ISO 14001 standards. This commitment guarantees a secure workplace for our talented team, showcasing our dedication to best practices at an international level. We also believe in providing a comfortable and conducive working environment for our employees.

Tex Cycle is committed to protecting the safety, health and welfare of all people and the environment. Our safety, health and environmental objectives have equal status with our other primary business and the management is responsible for implementing them.

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We are committed to:
- Create a safe and healthy working environment for our employees.
- Obey all laws and regulations that apply to our business.
- Act upon all unsafe work practices and conditions immediately.
- Reduce, reuse and recycle wastes before disposal.
- Conserve energy, minimise the use of resources and prevent pollution.

We have implemented specific risk management processes, to identify hazards, lower risks, and improve health and safety management for our operations. The Hazard Identification, Risk Assessment, and Risk Control ("HIRARC") process is regularly reviewed and assessed to ensure that it remains relevant in identifying all potential hazards and providing effective mitigation measures. We foster a reporting culture where workers can report incidents without fear of reprisal. An incident reporting line has been established to communicate information for management's attention.

We provide health and safety training at the point of recruitment, on-the-job, and regular refresher training to employees. Our training programmes include both knowledge-based and skills-based training, covering topics such as emergency response, hazard and risk management, as well as health awareness. These programmes are reviewed regularly to ensure their relevance.

14.12.2. Our Performance

a. Health and Safety Training [GRI 403-5]

In line with our commitment to a safe work environment, comprehensive health and safety training programs were held in 2025 both in Telok Gong and Meridian

Tex Cycle has implemented the following types of training with regards to HSSE issues.

Personal Protective Equipment
Scheduled Waste Management
Scheduled Waste Transport
Operation of scrubber
Operation of effluent treatment system
ISO Awareness
Handling hazardous chemicals
Forklift Driving
First Aid
Fire fighting, rescue and evacuation
Internal Audit training

b. Work-related Injuries [GRI 403-9]

Tex Cycle's top priority is ensuring every employee returns home safely each day. We aim for zero workplace fatalities annually, relentlessly pursuing that goal through proactive incident prevention and mitigation. The ration of first aid cases to number of employees decreased from 3% to 2% from 2024 to 2025, and we have had no work related fatalities for the last three years.

Our employees are enthusiastically engaged in the HSE process, and are well represented on the HSSE committee.

Lost Time Injury

	2023	2024	2025
Male	3 cases reported	3 first aid cases (minor)	5 first aid cases (minor)
Female	No cases reported	No cases reported	No cases reported

Work-related Fatalities

	2023	2024	2025
Total Hours Worked	281,012	268,048	263,892
Number of Work-Related Fatalities	-	-	-

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Number of Representatives in the HSSE Committee

	2023	2024	2025
Number of Representatives in the HSSE Committee	18	18	18

14.13. Intervention Culture

We remain committed to continuous improvement, fostering a culture of safety where everyone feels empowered to speak up and identify potential hazards. By prioritising safety and learning from each other, we create a work environment where everyone can thrive.

In 2026 we will work on the implementation of a more robust reporting culture, where possible safety issues are identified earlier (You See You Act), and the number of reported near misses are increased, with the philosophy that early identification and transparent reporting of near misses is the best way to prevent actual incidents.

14.14. Customer Satisfaction (SDG 8 & 9)

We recognise that understanding and exceeding customer expectations is crucial for our long-term success. We identify customer satisfaction and engagement as a vital component of our business strategy across all divisions. We are dedicated to maintaining the highest quality standards across all our products and services. This commitment, combined with our focus on customer feedback, allows us to continuously improve and deliver exceptional value to our customers.

During the year surveys were sent to all major customers. Tex Cycle received good feedback, and where relevant acted on the said feedback. This is in line with Tex Cycle aiming to elevate customer satisfaction and experience as we move into 2026 and beyond.

14.14.1. Our Approach

Tex Cycle renders customers an important channel to promote environmental preservation and protection, which it addresses through the services it offers. Regular engagement is required to reach fair pricing, ensuring the best quality of service and assurance that their trust in us on waste management is maintained at all times. A common concern raised through this engagement is attractive pricing and best service, which is promptly addressed by the higher management and sales representatives.

Customers are also welcomed periodically to audit the process flow of the recycling and recovery activities in our plant. Through exhibitions and initial visits, customers are provided with brochures explaining the activities, products and services, environmental programs and further information on scheduled waste management and its regulations. Tex Cycle also connects with customers through joint activities on their EMP projects. Tex Cycle believes that customers' trust and confidence in us and our processes are enhanced through our transparency.

14.14.2. Our Performance

We send our customers satisfaction surveys to get feedback on our perceived performance, and we aim to maintain a minimum average customer satisfaction survey score annually. We also monitor our customer satisfaction levels at a holistic level, from the perspective of product quality satisfaction to customer service satisfaction.

14.15. Commitment to Quality

We have the policies, procedures and best practices in place to deliver products and services of outstanding quality. Furthermore, regular reviews, process improvements and quality control assessments are ensuring that our processes remain in compliance and are continually enhanced.

We maintain our own quality control measures to maintain standards including:

Physical inspection on incoming waste
Quarterly audits to identify issues
Following standard operating procedures for waste management

Tex Cycle continuously reviews its Quality Control processes via consistent assessments, multi-functional audits and striving for improved audit finding times.

In Meridian the annual audit of compliance to the Environmental Management System and Quality Management systems raised no non conformances (NCR) or observations.

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SUSTAINABILITY REPORT

14.16. Supply Chain Management (SDG 8 & 9)

We recognise that effective supply chain management is essential for sustainable growth and operational excellence. Our strategy aligns with SDG 8 (Decent Work and Economic Growth) and SDG 9 (Industry, Innovation and Infrastructure), ensuring that our practices uphold ethical labour standards, foster innovation, and support environmental responsibility.

Sustainability within the supply chain is a key component of corporate social responsibility. In 2026, we will strengthen responsible sourcing by incorporating ESG criteria throughout the supplier lifecycle. We prioritise partnerships with local vendors and small and medium businesses ("SMEs") to support community development, enhance livelihoods, and inject vitality into the regions where we operate. This approach not only reinforces supply chain resilience but also creates shared value for stakeholders.

14.16.1. Our Approach

Strong supplier relationships are fundamental to our success and resilience. We build these partnerships on trust, collaboration, and mutual benefit, ensuring long-term value for both parties. Suppliers enable us to access high-quality resources, skilled expertise, and cutting-edge technologies. These relationships provide early access to innovation, favourable commercial terms, and priority allocation of resources during periods of scarcity—creating a strategic advantage for Tex Cycle.

We maintain these relationships through transparent communication and consistent engagement. Regular interactions, including ad-hoc meetings and formal agreements, ensure alignment of expectations and delivery of mutual benefits. Our commitment to fair pricing and quality reinforces trust and strengthens collaboration.

As part of our sustainability journey, ESG considerations are now embedded in supplier selection and evaluation. New suppliers are assessed on workplace practices, health and safety, and ethical standards, while existing suppliers participate in ESG surveys to affirm their commitment to responsible business practices.

Managing sustainability in the supply chain is an ongoing process. We remain committed to working closely with suppliers to improve ESG performance, drive innovation, and embed sustainable practices across the value chain. To support this, we have introduced a structured engagement framework that promotes transparency, accountability, and continuous improvement.

14.16.2. Our Performance

a. Review Cycle & Engagement Mechanisms

To ensure robust supplier relationships and alignment with our sustainability goals, we will be implementing the following mechanisms:

(i) Assessment Frequency

All Suppliers: Annual Supplier ESG Assessment to evaluate compliance and sustainability performance. (see "Draft E-mail to Suppliers" below to be used as a template)
Critical Component Suppliers: Quarterly Business Reviews to address operational priorities and strategic alignment.

(ii) Feedback Channels

Access to Tex Cycle's Whistleblowing Channel for reporting concerns confidentially.
Direct connection to the Supply Chain Team Channel for operational updates and queries.
Ad-hoc meetings scheduled with major suppliers to address emerging issues and opportunities.

b. Responsible Sourcing and ESG Integration

We are embedding sustainability into our procurement processes by:

Incorporating ESG criteria in the onboarding of new suppliers, including workplace practices, occupational health and safety, and ethical standards.
Conducting ESG surveys with existing suppliers to affirm their commitment to environmental stewardship, social responsibility, and governance best practices.
Using a Supplier ESG Scorecard to assess performance across strategic fit, environmental impact, social standards, and quality assurance.

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

14.16.3. Continuous Improvement and Collaboration

We acknowledge that sustainability in the supply chain is a journey. We are committed to:

Providing guidance and support to suppliers for ESG improvements.
Maintaining open communication through regular reviews and feedback sessions.
Developing corrective action plans for suppliers with low ESG scores to ensure compliance and progress.

This structured approach not only strengthens our partnerships but also ensures that our supply chain contributes to SDG 8 (Decent Work and Economic Growth) and SDG 9 (Industry, Innovation and Infrastructure) by promoting fair labour practices, innovation, and sustainable industry development.

14.17. Code of Conduct and Ethics

The Group is committed to conducting its businesses and operations with integrity, openness and accountability and to also conduct its affairs in an ethically responsible and transparent manner. Ethical Conduct provides a commitment to ethical values through key requirements relating to conflict of interest, confidential information, insider information, protection of the Group's assets and compliance with laws and regulations.

In summary the Code of Conduct for Directors and Senior Management states the following:

That the Code provides guidance to the management to practice, manage and conduct the business and operations of the Company to its ethical standards.
That management is required to act in accordance with the highest standards of personal and professional integrity, honestly, ethical and legal conduct when acting on behalf of the Company.
That management is expected to avoid and disclose any situation or matter that creates or appears to create a conflict between the personal and company's interests.
That management is required to respect the confidentiality information relating to the affairs of the Company acquired in the course of their service as the management, except when authorized or legally required to disclose such information.
That management is required to comply with the Company's policies and procedures of Anti-Bribery and Corruption Act.

That the management shall read and fully understand this Code of Conduct and is required to comply with the policies and principles contained therein, and report any violation of the Code to the Chairman of the Board.

15. Governance

Our stakeholders are customers, shareholders, employees and communities with a vested interest in a company's strategies and development plans play a critical role in driving economic growth. During the pandemic, we managed to pull through. All of these individuals are affected by a company's sustainability efforts, and those efforts affect society as a whole and the global environment.

To be resilient, the board embraces a holistic view of the business, proactively addressing material ESG risks and opportunities. This aligns with our long-term strategy for sustainability, which positions us as a leader in the global transition.

The Company manages sustainability risks and opportunities strategically, supporting its long-term goals. The board and management share responsibility for setting sustainability strategies, priorities, and targets. These considerations are factored into key decisions, including strategy development, business plans, and risk management. Senior management actively discusses and implements strategic sustainability initiatives. The board ensures clear communication of sustainability strategies, targets, and performance to both internal and external stakeholders. We actively engage with stakeholders and disclose relevant information focusing on substance and practical actions. This includes setting science-based emissions reduction targets and addressing identified gaps.

We recognise the heightened stakeholder expectations around various sustainability issues, including health and safety, data governance, and climate action. The global push towards a net-zero economy necessitates increased action on our part. We are evaluating our operations and setting ambitious emissions reduction targets to achieve cleaner and sustainable growth.

While sustainability is key, the economic landscape remains a core focus. We proactively identify and mitigate critical risks through collaboration between the board, senior management, and department heads. Regular meetings address market needs and ensure continuous agility and adaptation. This commitment to sustainability strengthens our resilience, fosters stakeholder trust, and positions us for long-term success in a rapidly evolving local, and global environment.

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

Strong corporate governance and prudent management are fundamental to our commitment to business success, especially in these challenging times of internal and external environment. We achieve this by focusing on:

15.1. Life on Land (SDG 15) (GRI 101, GRI 304)

15.1.1. Tex Cycle's Biodiversity Policies (GRI 101-1)

We are committed to addressing biodiversity and ensuring that it is restored in the areas that it operates in. To do this effectively by ourselves and with our stakeholders, we have adopted Goal 1, Goal 7, and Goal 8 from the Kunming-Montreal Global Biodiversity Framework's 2030 Goals.

Target 1: Plan and Manage all Areas to Reduce Biodiversity Loss
Target 7: Reduce Pollution to levels that are no harmful to Biodiversity
Target 8: Minimise the impacts of climate change on Biodiversity and building resilience

Our biodiversity policies are centred around three main pillars: collaboration, proactive management and engagement.

Collaboration: We actively engage with the Department of Environment (DOE), as well as other government agencies and ministries such as the Ministry of Natural Resources and Environmental Sustainability (MNRES), and the local communities that we operate with.

Proactive Management: Should any biodiversity impacts be identified, we will be quick and expedient in its management and mitigation of such impacts, including the halting and potential reversal of such impacts. We remain guided by national policy developments and international best practices.

Engagement: We continuously engage with the MNRES on all aspects of biodiversity and sustainability and conduct regular check ins with our community stakeholders to gather more input and contexts, while also being able to better address biodiversity issues.

At Tex Cycle, we have used the Science Based Targets Network (SBTN) target-setting tools and guidance and the National Biodiversity on Biological Diversity to develop our targets for biodiversity loss

To start with, we are committing by 2030 to use terrestrial spatial planning to fully incorporate elements of biodiversity conservation, while also engaging with indigenous peoples, local communities, and civil society groups to help strengthen and implement our commitments to biodiversity.

The baseline year for this commitment for biodiversity will be during this current reporting period. As we further develop and build on the foundations set out in our biodiversity policies, we will continue to be able to deliver value to its stakeholders that encompasses biodiversity.

15.1.2. How we manage biodiversity impacts (GRI 101 – 2)

The group uses a holistic approach when it comes to managing biodiversity impacts across its supply chain. This includes a mitigation hierarchy strategy that aims to address any biodiversity issues that may arise and ensure that equitable solutions are implemented.

At the base level, we ensure that our due diligence and operations are consistently managed to avoid biodiversity impacts. This includes working surveyors, local stakeholders, and regulators and relevant authorities. Additionally, as part of our due diligence process we rely on structured third party from national and subnational governments to help us manage biodiversity issues that may arise during the course of our operations.

Should a negative biodiversity impact arise, we are equipped to ensure that negative impact is halted. Once an issue is made aware to our management, we conduct a full scale review of the incident. This review may include bringing in an independent party to provide assurance for this review process.

Once the review has been completed, we will look at the various remediation options available. These can include nature-based solutions, monetary compensation, or other methods that can be used to address these issues.

Our aim with our biodiversity mitigation strategy is to restore and rehabilitate the affected areas to the point where the original incident occurred. This of course is dependent on the state of the area at the time of the incident, as well as the assessments made by our management and relevant counsel.

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

We engage our stakeholders by proactively involving them in our investigation and due diligence process, as well as getting their inputs on what would be the most equitable and expedient ways to rehabilitate and restore affected areas. This includes inputs from the scientific community and academia, as well as local communities that have historical ties to the areas that have been affected. At this juncture, our review of our operations has not yielded any adverse biodiversity impacts throughout our operations. However, the abovementioned strategies have been outlined should the need arise.

After conducting a full-scale review of our operations, we have found that our biodiversity impact is limited given that we have engaged in areas of operation with little to low biodiversity impact. This is as our operations are in well ring-fenced areas that have not been deemed to be primary forests or ecosystems in the last 10 years.

We will be deploying more initiatives to bolster the Group's biodiversity mitigation strategies in the next reporting periods.

15.1.3. Commitments to Access and Benefit Sharing (101-3)

The group is in process to start its Access and Benefit Sharing in the next reporting cycles.

15.2. Sites

All of our sites have been brownfield sites where there has no been no biodiversity loss over the reporting period.

15.3. Economic Performance (SDG 8)

We believe in the idea that financial success and sustainability are intertwined. Our strong financial performance fuels our commitment to shared value creation, benefitting not only shareholders but also all our stakeholders. This includes creating dignified jobs that empower local communities and drive economic growth. By reinvesting our profits, we pave the way for a more sustainable future for all.

15.3.1. Our Approach

Tex Cycle's economic strength stems from a multi-faceted approach which includes market expertise, financial stability, technological advancement, risk management and global expansion. This comprehensive strategy ensures long-term success, benefiting not only our company but also our stakeholders and the communities. We are committed to upholding transparency, accountability, and ethical conduct in all our business transactions. This includes robust internal controls, such as a financial authority framework and a comprehensive risk management plan. These systems are regularly reviewed by the Audit and Risk Management Committees, along with recommendations from internal and external auditors. We actively foster positive relationships built on trust, mutual respect, and understanding with all our stakeholders. Tex Cycle prioritises open communication with stakeholders to understand their expectations and address their concerns regarding our services and operations. We maintain regular engagement with key stakeholders, including suppliers, to identify areas for improvement, address challenges, and collaboratively build a high-quality, reliable supply chain that adheres to our strict ethical standards

15.3.2. Our Performance

In 2025, the Group generated RM57.7 million in revenue, with most of it coming from our recovery and recycling division.

15.4. Anti Bribery and Corruption (GRI 205)

Tex Cycle holds ourselves to the highest ethical standards and maintains strict compliance practices across all our operations. We believe that acting ethically is not just about protecting our business and stakeholders, but also about building trust and developing lasting confidence in everyone we interact with.

15.4.1. Our Approach

Tex Cycle is dedicated to conducting business with the highest integrity. This commitment led us to develop our Anti-Bribery and Corruption Policy ("ABC") in accordance with subsection (5) of Section 17A under the Malaysian Anti-Corruption Commission Act 2009 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018, the Anti-Bribery and Corruption Policy based on the Guidelines on Adequate Procedures issued by the National Centre for Governance, Integrity and Anti-Corruption ("GIACC"). These policies apply to both our clients and service providers, ensuring everyone involved in our operations adheres to ethical standards.

Our Board of Directors established this policy to provide clear guidelines on ABC practices. We maintain a strict zero tolerance towards bribery and corruption, regardless of the amount or organisational level involved. Both clients and service providers are expected to actively prevent any corrupt practices in their dealings with Tex Cycle.

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

We strive for professionalism, fairness, and integrity in all our business relationships. This commitment extends to regular risk assessments, documented and reviewed periodically, to identify and mitigate potential issues. Additionally, all new employees undergo mandatory training on this policy.

Our suppliers are also held accountable for ethical conduct and adherence to anti-bribery and corruption principles outlined in our policies. They are required to sign a declaration confirming their commitment to these guidelines and Tex Cycle's policies. Tex Cycle provides a dedicated whistleblowing channel through email, phone, and mail, allowing both employees and external stakeholders to confidentially report any suspected wrongdoing. We ensure easy access to the ABC and Whistleblowing Policy by making them available on our website and company intranet.

We are committed in ensuring that the Group meets its legal obligations and prevents, detects, minimizes and eliminates all form of corrupt practices. The Policy encompasses an ethical framework that serves as a guide to the actions and behavior of all Directors, employees of the Group and business associates which include but are not limited to current or prospective customers, joint venture or business partners, contractors, vendors, suppliers, distributors, outsourcing providers, consultants, agents, investors, advisers, associates, representatives or any other business partners ("Business Associate") in the ordinary course of its business activities. It is reflective of the ever increasing need for effective corporate governance compliance measures in the conduct of the Group's businesses. The Policy focuses on discipline, good conduct, professionalism, loyalty and integrity, and cohesiveness, which are seen to be critical success indicators of the Group. We will take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantage or benefit.

15.4.2. Our Performance

As of 31 December 2025, there were zero substantiated complaints concerning breaches in customer privacy or data loss.

	FYE 2023	FYE 2024	FYE 2025
Number of substantiated complaints concerning breaches in customer privacy or data loss	0	0	0

16. LOOKING AHEAD

Sustainability is ingrained in our operations as a purpose-driven company. It influences everything we do, including how we run our company and communicate with all of our stakeholders. This includes workers, clients, vendors, communities, authorities, investors, and so on. It offers an organised method for determining, assessing, measuring, tracking, reducing, and disclosing ESG risks. It serves as a roadmap for the business to implement practical strategies that will guarantee long-term value for our stakeholders while improving the communities and environment where we operate.

Tex Cycle actively manages pertinent environmental, social, and governance (ESG) risks and opportunities by incorporating sustainability considerations. We continually identify and assess new issues and concentrate on material sustainability matters, which enhances our current risk management procedures that cover strategic, operational, and financial aspects with the ultimate goal of improving long-term value creation for the Group.

This statement has been approved by the Board and is current as of 26 March 2026.

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX

GRI content index

Tex Cycle Technology (M) Bhd has reported the information cited in this GRI content index for the period Jan 1, 2025 to Dec 31, 2025 with reference to the GRI Standards.

GRI 1: Foundation 2021

Legend 1. Sustainability Report ("SR") 2. Corporate Governance ("CG") 3. Financial Reporting ("FR")

GRI STANDARD	DISCLOSURE	LOCATION
GRI 2: General Disclosures 2021	2-1 Organizational details	SR
	2-2 Entities included in the organization's sustainability reporting	SR
	2-3 Reporting period, frequency and contact point	SR
	2-4 Restatements of information	-
	2-5 External assurance	-
	2-6 Activities, value chain and other business relationships	SR
	2-7 Employees	SR
	2-8 Workers who are not employees	-
	2-9 Governance structure and composition	SR,CG
	2-10 Nomination and selection of the highest governance body	CG
	2-11 Chair of the highest governance body	CG
	2-12 Role of the highest governance body in overseeing the management of impacts	CG
	2-13 Delegation of responsibility for managing impacts	CG
	2-14 Role of the highest governance body in sustainability reporting	SR
	2-15 Conflicts of interest	CG
	2-16 Communication of critical concerns	CG
	2-17 Collective knowledge of the highest governance body	CG
	2-18 Evaluation of the performance of the highest governance body	CG
	2-19 Remuneration policies	CG
	2-20 Process to determine remuneration	CG
	2-21 Annual total compensation ratio
	2-22 Statement on sustainable development strategy	SR
	2-23 Policy commitments	CG
	2-24 Embedding policy commitments	CG
	2-25 Processes to remediate negative impacts	CG
	2-26 Mechanisms for seeking advice and raising concerns	FR
	2-27 Compliance with laws and regulations	CG
	2-28 Membership associations	SR
	2-29 Approach to stakeholder engagement	SR
	2-30 Collective bargaining agreements	-
GRI 3: Material Topics 2021	3-1 Process to determine material topics	SR
	3-2 List of material topics	SR
	3-3 Management of material topics	SR
GRI 101: Biodiversity 2024	101-1 Policies to halt and reverse biodiversity loss	SR
	101-2 Management of biodiversity impacts	SR
	101-3 Access and benefit-sharing	SR
	101-4 Identification of biodiversity impacts	SR
	101-5 Locations with biodiversity impacts	SR
	101-6 Direct drivers of biodiversity loss	SR
	101-7 Changes to the state of biodiversity	SR
	101-8 Ecosystem services	SR

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

GRI STANDARD	DISCLOSURE	LOCATION
GRI 102: Climate Change 2025	102-1 Transition plan for climate change mitigation	-
	102-2 Climate change adaptation plan	-
	102-3 Just transition	-
	102-4 GHG emissions reduction targets and progress	-
	102-5 Scope 1 GHG emissions	-
	102-6 Scope 2 GHG emissions	-
	102-7 Scope 3 GHG emissions	-
	102-8 GHG emissions intensity	-
	102-9 GHG removals in the value chain	-
	102-10 Carbon credits	-
GRI 103: Energy 2025	103-1 Energy policies and commitments	-
	103-2 Energy consumption and self-generation within the organization	-
	103-3 Upstream and downstream energy consumption	-
	103-4 Energy intensity	-
	103-5 Reduction in energy consumption	-
	201-1 Direct economic value generated and distributed	SR
	201-2 Financial implications and other risks and opportunities due to climate change	-
	201-3 Defined benefit plan obligations and other retirement plans	FR
	201-4 Financial assistance received from government	-
GRI 202: Market Presence 2016	202-1 Ratios of standard entry level wage by gender compared to local minimum wage	-
	202-2 Proportion of senior management hired from the local community	SR, CG
GRI 203: Indirect Economic Impacts 2016	203-1 Infrastructure investments and services supported	-
	203-2 Significant indirect economic impacts	-
GRI 204: Procurement Practices 2016	204-1 Proportion of spending on local suppliers	-
GRI 205: Anti-corruption 2016	205-1 Operations assessed for risks related to corruption	SR, CG
	205-2 Communication and training about anti-corruption policies and procedures	SR, CG
	205-3 Confirmed incidents of corruption and actions taken	SR, CG
GRI 206: Anti-competitive Behavior 2016	206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices	SR
GRI 207: Tax 2019	207-1 Approach to tax	FR
	207-2 Tax governance, control, and risk management	FR, SR, CG
	207-3 Stakeholder engagement and management of concerns related to tax	FR, SR
	207-4 Country-by-country reporting	-
GRI 301: Materials 2016	301-1 Materials used by weight or volume	SR
	301-2 Recycled input materials used	SR
	301-3 Reclaimed products and their packaging materials	SR
GRI 302: Energy 2016	302-1 Energy consumption within the organization	SR
	302-2 Energy consumption outside of the organization	SR
	302-3 Energy intensity	SR
	302-4 Reduction of energy consumption	SR
	302-5 Reductions in energy requirements of products and services	SR
GRI 303: Water and Effluents 2018	303-1 Interactions with water as a shared resource	SR
	303-2 Management of water discharge-related impacts	SR
	303-3 Water withdrawal	SR
	303-4 Water discharge	SR
	303-5 Water consumption	SR

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

GRI STANDARD	DISCLOSURE	LOCATION
GRI 305: Emissions 2016	305-1 Direct (Scope 1) GHG emissions	SR
	305-2 Energy indirect (Scope 2) GHG emissions	SR
	305-3 Other indirect (Scope 3) GHG emissions	SR
	305-4 GHG emissions intensity	SR
	305-5 Reduction of GHG emissions	SR
	305-6 Emissions of ozone-depleting substances (ODS)	-
	305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions	-
GRI 306: Effluents and Waste 2016	306-3 Significant spills	-
GRI 306: Waste 2020	306-1 Waste generation and significant waste-related impacts	-
	306-2 Management of significant waste-related impacts	-
	306-3 Waste generated	-
	306-4 Waste diverted from disposal	-
	306-5 Waste directed to disposal	-
GRI 308: Supplier Environmental Assessment 2016	308-1 New suppliers that were screened using environmental criteria	SR
	308-2 Negative environmental impacts in the supply chain and actions taken	SR
GRI 401: Employment 2016	401-1 New employee hires and employee turnover	SR
	401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees	SR
	401-3 Parental leave	-
GRI 402: Labor/Management Relations 2016	402-1 Minimum notice periods regarding operational changes	SR
GRI 403: Occupational safety and Health	403-1 Occupational health and safety management system	SR
	403-2 Hazard identification, risk assessment, and incident investigation	SR
	403-3 Occupational health services	SR
	403-4 Worker participation, consultation, and communication on occupational health and safety	SR
	403-5 Worker training on occupational health and safety	SR
	403-6 Promotion of worker health	SR
	403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships	SR
	403-8 Workers covered by an occupational health and safety management system	SR
	403-9 Work-related injuries	SR
	403-10 Work-related ill health	SR
GRI 404: Training and Education 2016	404-1 Average hours of training per year per employee	SR
	404-2 Programs for upgrading employee skills and transition assistance programs	SR
	404-3 Percentage of employees receiving regular performance and career development reviews	SR
GRI 405: Diversity and Equal Opportunity 2016	405-1 Diversity of governance bodies and employees	SR
	405-2 Ratio of basic salary and remuneration of women to men	SR
GRI 406: Non-discrimination 2016	406-1 Incidents of discrimination and corrective actions taken	CG
GRI 407: Freedom of association and collective bargaining 2016	407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk	-
GRI 408 : Child Labour 2016	408-1 Operations and suppliers at significant risk for incidents of child labor	-
GRI 409: Forced or Compulsory Labour 2016	409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labor	-

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

GRI STANDARD	DISCLOSURE	LOCATION
GRI 410: Security Practices 2016	410-1 Security personnel trained in human rights policies or procedures	-
GRI 411: Rights of indigenous peoples	411-1 Incidents of violations involving rights of indigenous peoples	-
GRI 413: Local Communities 2016	413-1 Operations with local community engagement, impact assessments, and development programs	SR
	413-2 Operations with significant actual and potential negative impacts on local communities	-
GRI 414: Supplier Social Assessment 2016	414-1 New suppliers that were screened using social criteria	SR
	414-2 Negative social impacts in the supply chain and actions taken	SR
GRI 415: Public Policy 2016	415-1 Political contributions	-
GRI 416: Customer Health and Safety 2016	416-1 Assessment of the health and safety impacts of product and service categories	-
	416-2 Incidents of non-compliance concerning the health and safety impacts of products and services	-
GRI 417: Marketing and Labelling 2016	417-1 Requirements for product and service information and labeling	SR
	417-2 Incidents of non-compliance concerning product and service information and labeling	-
	417-3 Incidents of non-compliance concerning marketing communications	-
GRI 418: Customer Privacy 2016	418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data	SR

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

This Tex Cycle Technology (M) Bhd 's ESG Performance Data Table was generated from Bursa Malaysia's ESG Reporting Platform. It is included in this Sustainability Statement as mandated by Bursa Malaysia's enhanced Sustainability Reporting Requirements.

	Measurement Unit	2025
Number of confirmed corruption incidents
Bursa C1(a) Percentage of employees who have received training on anti-corruption by employee category
Management	Percentage
Executive	Percentage
Non-executive/Technical Staff	Percentage
General Workers	Percentage
Bursa C1(b) Percentage of operations assessed for corruption-related risks	Percentage
Bursa C1(c) Confirmed incidents of corruption and action taken	Number
Bursa (Community/Society)
Bursa C2(a) Total amount invested in the community where the target beneficiaries are external to the listed issuer	MYR
Bursa C2(b) Total number of beneficiaries of the investment in communities	Number
Bursa (Diversity)
Bursa C3(a) Percentage of employees by gender and age group, for each employee category Age Group by Employee Category
Management Under 30	Percentage
Management Between 30-50	Percentage
Management Above 50	Percentage
Executive Under 30	Percentage
Executive Between 30-50	Percentage
Executive Above 50	Percentage
Non-executive/Technical Staff Under 30	Percentage
Non-executive/Technical Staff Between 30-50	Percentage
Non-executive/Technical Staff Above 50	Percentage
General Workers Under 30	Percentage
General Workers Between 30-50	Percentage
General Workers Above 50	Percentage
Gender Group by Employee Category
Management Male	Percentage
Management Female	Percentage
Executive Male	Percentage
Executive Female	Percentage
Non-executive/Technical Staff Male	Percentage
Non-executive/Technical Staff Female	Percentage
General Workers Male	Percentage
General Workers Female	Percentage
Bursa C3(b) Percentage of directors by gender and age group
Male	Percentage
Female	Percentage
Under 30	Percentage
Between 30-50	Percentage
Above 50	Percentage
Bursa (Energy management)
Bursa C4(a) Total energy consumption	Megawatt
Bursa (Health and Safety)
Bursa C5(a) Number of work-related fatalities	Number
Bursa C5(b) Lost time incident rate ("LTIR")	Rate
Bursa C5(c) Number of employees trained on health and safety standards	Number

TEX CYCLE TECHNOLOGY (M) BERHAD

SUSTAINABILITY REPORT

	Measurement Unit	2025
Bursa (Diversity)
Bursa (Labour practices and standards)
Bursa C6(a) Total hours of training by employee category
Management	Hours
Executive	Hours
Non-executive/Technical Staff	Hours
General Workers	Hours
Bursa C6(b) Percentage of employees that are contractors or temporary staff	Percentage
Bursa C6(c) Total number of employee turnover by employee category
Management	Number
Executive	Number
Non-executive/Technical Staff	Number
General Workers	Number
Bursa C6(d) Number of substantiated complaints concerning human rights violations	Number
Bursa (Supply chain management)
Bursa C7(a) Proportion of spending on local suppliers Percentage	Percentage
Bursa (Data privacy and security)
Bursa C8 (a) Number of substantiated complaints concerning breaches of customer privacy and losses of customer data	Number
Bursa (Water)
Bursa C9 (a) Total volume of water used	Megalitres

TEX CYCLE TECHNOLOGY (M) BHD
BMLR Transition Period
Date & Time: 2026-05-11_17:32:15
Ace Market | Group 3 | FYE 31/12/2025

Sustainability Matter	Metric	Measurement Unit	2025	Target	Assurance
Climate, Environment	Gross global Scope 1 emissions SASB IF-WM-110a.1	tCO2e	2632	—	No assurance
Climate, Environment	Scope 2 (Location Based) (IFRS 2)	tCO2e	2938	—	No assurance
Climate, Environment	Scope 3 Category 3: Emissions realted to fuels/energy not included in Scope 1 and Scope 2 (IFRS 2)	tCO2e	4733	—	No assurance
Climate, Environment	Scope 3 Category 6: Business Travel (IFRS 2)	tCO2e	6.7	—	No assurance
Climate, Environment	Scope 3 Category 7: Employee Communiting (IFRS 2)	tCO2e	331	—	No assurance
Climate, Environment	Amount and percentage of operations susceptible to climate transition risks (IFRS 2)	%	0	—	No assurance
Climate, Environment	Amount and percentage of assets susceptible to climate and physical risks (IFRS 2)	%	0	—	No assurance
Climate, Environment	Amount and percentage of revenues aligned with climate transition opportunities (IFRS 2)	%	0	—	No assurance
Climate, Environment	Capital deployment—the amount of capital expenditure, financing or investment deployed towards climate-related risks and opportunities (IFRS 2)	Amount	12,811,865	—	No assurance
Climate, Environment	Annual sourcing of renewable electricity (IFRS 2)	%	38	—	No assurance
Climate, Environment	Fleet Fuel Management: Fleet Fuel Consumed SASB IF-WM-110b.1	gigajoules	15,100	—	No assurance
Climate, Environment	Fleet Fuel Management: Percentage of alternative fuel vehicles in fleet-SASB IF-WM-110b.2	%	0	—	No assurance

This report was generated on the Bursa Malaysia CSI Platform on 2026-05-11_17:32:15
Page 1 of 2

TEX CYCLE TECHNOLOGY (M) BHD
BMLR Transition Period
Date & Time: 2026-05-11_17:32:15
Ace Market | Group 3 | FYE 31/12/2025

Sustainability Matter	Metric	Measurement Unit	Target	Assurance
Climate, Environment	Air Quality: Number of incidents of non-compliance associated with air quality permits, standards and regulations SASB IF-WM-120a.3	Number	—	No assurance
Climate, Environment	Number of incidents of non-compliance associated with environmental incidents	Number	—	No assurance
Climate, Social	Workforce Health and Safety: Total recordable incident rate- IF-WM-320a.1	Rate	—	No assurance
Climate, Social	Workforce Health and Safety: Fatality rate IF-WM-320a.3	Rate	—	No assurance

This report was generated on the Bursa Malaysia CSI Platform on 2026-05-11_17:32:15
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TEX CYCLE TECHNOLOGY (M) BERHAD

AUDIT COMMITTEE REPORT

The Board of Directors ("Board") of the Group is pleased to present the Audit Committee Report for the financial year ended ("FYE") 31 December 2025.

MEMBERSHIP

The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members, a majority of whom shall be Independent Directors. All members of the Audit Committee must be Non-Executive Directors.

The members of the Audit Committee shall elect a Chairperson from among their members who shall be an Independent Director. The Chairperson of the Audit Committee shall not be the Chairman of the Board. No alternate Director shall be appointed as a member of the Audit Committee.

At least one (1) member of the Audit Committee:

(a) must be a member of the Malaysian Institute of Accountants; or
(b) if he/she is not a member of the Malaysian Institute of Accountants, he/she must have at least three (3) years' working experience and:

he/she must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
he/she must be a member of one (1) of the association of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or

The Audit Committee of the Group comprises the following members as at 31 December 2025:

Chairperson

Ho Ai Hoon
Independent Non-Executive Director

Members

Datuk Tee Siew Kiong
Independent Non-Executive Director

Lim Sook Yee (Appointed on 7 April 2025)
Independent Non-Executive Director

Datuk Low Chin Koon (Resigned on 7 April 2025)
Independent Non-Executive Chairman

The Audit Committee comprised of three (3) Non-Executive Directors during FYE 31 December 2025, all of whom are Independent Directors. The Chairperson of the Audit Committee, Ms. Ho Ai Hoon is a Fellow Member of the Association of Chartered Certified Accountants and a member of the Malaysian Institute of Accountants ("MIA").

The composition of the Audit Committee and qualification of the members comply with Rule 15.09 (1) of the ACE Market Listing Requirement of Bursa Securities ("ACE LR").

AUTHORITY

The Audit Committee is authorised by the Board to investigate any activity within its Terms of Reference and shall have unrestricted access to any information pertaining to the Group, both the internal and external auditors and to all employees of the Group. The Audit Committee is also authorised by the Board to obtain external legal or other independent professional advice as necessary in the discharge of its duties.

TERMS OF REFERENCE

The Terms of Reference of the Audit Committee is available on Tex Cycle Technology (M) Berhad's website at https://www.texcycle.com.my/investor-relations/.

TEX CYCLE TECHNOLOGY (M) BERHAD

AUDIT COMMITTEE REPORT

MEETINGS AND MINUTES

Meetings shall be held not less than four (4) times a year, and will normally be attended by the Group Chief Executive Officer ("GCEO"), Group Chief Financial Officer ("GCFO") and other senior management, if necessary. The presence of external and/or internal auditors will be requested, if required. Other members of the Board and senior management may attend meetings upon the invitation of the Audit Committee. Both the internal and/or external auditors may request a meeting if they consider it to be necessary. The Audit Committee shall meet with the external auditors without the presence of executive members of the Board and management at least once a year.

The Secretary to the Audit Committee shall be the Company Secretary. The Chairperson of the Audit Committee shall report on each meeting to the Board.

During the year, the Audit Committee held a total of five (5) meetings. The GCEO, GCFO, internal auditors and external auditors were invited to attend the Audit Committee meetings to present their audit plans and their subsequent findings.

The details of attendance of the Audit Committee members are as follows:

Committee Members	Meeting Attendance
Ho Ai Hoon	5/5
Datuk Tee Siew Kiong	5/5
Lim Sook Yee (Appointed on 7 April 2025)	3/3
Datuk Low Chin Koon (Resigned on 7 April 2025)	2/2

Responsibilities and Duties

In fulfilling its primary objectives, the Audit Committee undertakes, amongst others, the following responsibilities and duties:

(a) To discuss with the external auditors, prior to the commencement of audit, the audit plan which states the nature and scope of audit;
(b) To review major audit findings arising from the interim and final external audits, the audit report and the assistance given by the Group's officers to the external auditors;
(c) To review with the external auditors, their evaluation of the system of internal controls, their management letter and management's responses;
(d) To review the following in respect of internal audit:

adequacy of scope, functions and resources of the firm of internal auditors (that was engaged to undertake the internal audit function) and that it has the necessary authority to carry out its work;
the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function;
the major findings of internal audit investigations and management's response, and ensure that appropriate actions are taken on the recommendations of the internal audit function; and
review any appraisal or assessment of the performance of members of the internal audit function.

(e) To review the quarterly reporting to Bursa Securities and year-end annual financial statements of the Group before submission to the Board, focusing on:

compliance with accounting standards and regulatory requirements;
any major changes in accounting policies;
significant and unusual items and events; and
incidences of fraud and material litigation, if any.

(f) To review any related party transactions and conflict of interest situations that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management's integrity;
(g) To take the necessary measures to resolve, eliminate or mitigate any conflict of interest situation;
(h) To consider the nomination and appointment of external auditors, as well as the audit fee;
(i) To review any letter of resignation from the external auditors and any questions of resignation or dismissal;
(j) To review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment;
(k) To review risk management of the Group;
(l) To verify that the allocation of options pursuant to the Employees' Share Options Scheme of the Company is in accordance with the criteria for allocation established under the scheme at the end of each financial year; and
(m) To promptly report to Bursa Securities if it is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the ACE LR.

TEX CYCLE TECHNOLOGY (M) BERHAD

AUDIT COMMITTEE REPORT

INTERNAL AUDIT FUNCTION

The Group has appointed an established external professional Internal Audit firm namely Smart Focus Group, headed by its Assurance Division Director, Mr. Lee Fook Sun, who graduated from Australia with a Bachelor of Commerce and a Masters in Accountancy. He is also a member of MIA and CPA Australia as well as a professional member of the Institute of Internal Auditors Malaysian (IIA). He has vast experience and exposure in the Internal Audit field. He was assisted by three other Internal Auditors in this assignment during the financial year under review. The internal audit activities were reported directly to the Audit Committee based on the approved annual Internal Audit Plan. The approved annual Internal Audit Plan is designed to cover entities across all level of operations within the Group.

Internal audit provides independent assessment on the effectiveness and efficiency of internal controls utilising a global audit methodology and tool to support the corporate governance framework and an efficient and effective risk management framework to provide assurance to the Audit Committee.

The internal audit fee incurred during the financial year ended 31 December 2025 was RM15,000 (2024: RM15,000).

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

The Audit Committees' activities during the financial year under review comprised the following:

Quarterly Financial Statements and Audited Financial Statements

Reviewed the audited financial statements of the Company prior to submission to the Directors for their perusal and approval. This was to ensure compliance of the financial statements with the provisions of the Companies Act, 2016 and the applicable approved accounting standards as per Malaysian Accounting Standards Board; and
Reviewed the unaudited financial results before recommending them for the Board's approval, focusing particularly on:
Any change in accounting policies
Significant adjustments arising from audit
Compliance with accounting standards and other legal requirements

External Auditors

Reviewed the external audit plan, outlining the audit scope, audit process and areas of emphasis based on the external auditors' presentation of audit plan;
Reviewed the external audit review memorandum, audit planning memorandum and the responses from the Management;
Consideration and recommendation to the Board for approval of the audit fees payable to the external auditors;
Reviewed the performance and effectiveness of the external auditors in the provision of statutory audit services and recommend to the Board for approval on the re-appointment of external auditors; and
Reviewed and evaluated the factors relating to the independence of the external auditors.

At the Audit Committee Meeting held on 11 November 2025, the Audit Committee recommended to the Board for approval of the audit fee of RM208,000.00 in respect of the FYE 31 December 2025.

Internal Auditors

The Group outsources its Internal Audit Function to a professional services firm, namely Smart Focus Group. The Internal Auditors were engaged to conduct regular review and appraisals of the effectiveness of the governance, risk management and internal control process within the Company and the Group.

The Internal Auditors Report directly to the Audit Committee, the appointed Internal Auditors are given full access to all the documents relating to the Company and Group's governance, financial statements and operational assessments.

Internal Control and Risk Management

The internal control and risk management activities carried out during the financial year are as follows:

Reviewed the internal audit plan for adequacy scope and coverage and risk areas;
Reviewed risk management report and internal audit reports;
Reviewed the effectiveness and adequacy of risk management, operational and compliance processes; and
Reviewed the adequacy and effectiveness of corrective actions taken by the Management on all significant matters raised.

TEX CYCLE TECHNOLOGY (M) BERHAD

AUDIT COMMITTEE REPORT

RELATED PARTY TRANSACTION, FRAUD AND CONFLICT OF INTEREST

At each quarterly meeting, the Audit Committee reviewed the recurrent related party transactions ("RPT"), fraud and conflict of interest situations that may arise within the Company and its Group including any transaction, procedure or course of conduct that raises questions of Management integrity.

The Audit Committee reviews the RPT, fraud and conflict of interest situations presented by the management prior to the Company entering into such transaction. The Audit Committee also ensures that the adequate oversight over the controls on the identification of the interested parties and possible conflict of interest situation before entering into transaction.

There were no conflict of interest situation which required the Audit Committee's attention.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Board of Directors ("Board") of Tex Cycle Technology (M) Berhad ("Tex Cycle" or "the Company") is committed to uphold the high standards of corporate governance throughout Tex Cycle and its subsidiaries ("the Group") with the ultimate objective of realising long-term shareholder value while taking into account the interest of other stakeholders. This Corporate Governance Overview Statement sets out the extent to which the Company has applied the practices encapsulated in the Principles of the Malaysian Code on Corporate Governance 2021 ("MCCG") during the financial year ended 31 December 2025, unless otherwise stated.

Details of the Group's application of each practice set out in the MCCG are disclosed in the Corporate Governance Report 2025, which is available on the Group's website at www.texcycle.com.my.

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

I. Board's Role and Responsibilities

The Board is responsible for the oversight and overall management of the Company and has developed corporate objectives and position descriptions including the limits of management's responsibilities, of which management is aware and accountable for meeting.

The Board has a formal schedule of matters reserved to itself for decision, which includes the overall Group strategy and direction, investment policy, major capital expenditures, consideration of significant financial matters and review of the financial and operating performance of the Group.

The Board understands the principal risks associated with all aspects of the business in which the Group is engaged, recognising that business decisions inherently involve the assumption of risk. To achieve an appropriate balance between risks incurred and potential returns to shareholders, the Board ensures that effective systems are in place to monitor and manage these risks, with a view to the Group's long-term viability.

The principal roles and responsibilities assumed by the Board are as follows:

(a) Reviewing and providing guidance on the Company's and the Group's annual budgets, development of risk policies, major capital expenditures, acquisitions and disposals;
(b) Monitoring corporate performance and the conduct of the Group's business and to ensure compliance with best practices and principles of corporate governance;
(c) Identifying and implementing appropriate systems to manage principal risks. The Board undertakes this responsibility through the Audit Committee;
(d) Reviewing and ensuring the adequacy and soundness of the Group's financial system, internal control systems and management information system and that they are in compliance with the applicable standards, laws and regulations;
(e) Ensuring a transparent Board nomination and remuneration process including management, ensuring the skills and experiences of the Directors are adequate for discharging their responsibilities whilst the caliber of the Independent Non-Executive Directors bring independent judgment in the decision-making process;
(f) Ensuring a proper succession plan is in place;
(g) Monitoring major litigation;
(h) Approving all financial reports to be published and related stock exchange announcements;
(i) Monitoring other material reporting and external communications by the Group;
(j) Approving the dividend policy and payment of dividends;
(k) Appointing external auditors (subject to shareholders' approval); and
(l) Considering and reviewing the social, ethical and environmental impact of the Group's activities and determining, monitoring and reviewing standards and policies to guide the Group in this regard.

The Independent Non-Executive Directors of the Company play a key role in providing unbiased and independent views and advice as well as contributing their knowledge and experience to the formulation of policies and the decision-making process. The Board structure ensures that no individual or group of individuals dominates the Board's decision-making process. Although all the Directors share equal responsibility for the Company and the Group's operations, the role of the Independent Directors is particularly important in ensuring that the strategies proposed by the Executive Directors are properly deliberated and take into account the interests, not only of the Company, but also those of its shareholders, employees, customers, suppliers and the community.

The Board has appropriately delegated specific tasks to three (3) Board Committees, namely Audit Committee, Nominating Committee and Remuneration Committee. Each Board Committee has its own Terms of Reference and the authority to act on behalf of the Board within the scope set out therein, and to report to the Board with the necessary recommendations.

To ensure balance of power and authority, accountability and independent decision making, the roles of the Chairman of the Board and the Group Chief Executive Officer ("GCEO") are distinct and separated.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The Chairman of the Board, Datuk Low Chin Koon was appointed after taking into account his vast experience in areas of business management such as Human Resource, Finance, Marketing, Research and Development, Sales and Distribution. The Chairman is responsible for providing leadership to the Board, ensuring its effective functioning and fostering a collaborative and productive environment.

The GCEO, Mr. Gary Dass, supported by the Executive Directors, is responsible for the day-to-day management of the operations of the Group, implementation of the Group's policies, business direction and development of the Group.

The Company has formalised and adopted a Board Charter which sets out a list of specific roles and functions which are reserved to the Board and other matters that are important for good corporate governance. The Board Charter is accessible through the Company's website at https://www.texcycle.com.my/investor-relations/ and will be reviewed from time to time to ensure it remains consistent with the Board's objectives, responsibilities and practices. The last review of the Board Charter was conducted on 12 August 2025.

The Board has formalised a Whistle-blowing Policy, with the aim to provide an avenue for raising concerns related to possible breach of business conduct, non-compliance of laws and regulatory requirements as well as other malpractices. The last review of the Whistle-blowing Policy was conducted on 12 August 2025. The details of the Whistle-blowing Policy are available for reference at the Company's website at https://www.texcycle.com.my/investor-relations/.

The Board is supported by qualified and competent Company Secretaries who are responsible for ensuring that the Company's constitutions, procedures, policies and regulations are complied with. Also ensuring that, all obligations required by the regulatory and under the Listing Requirements are fulfilled in a timely manner. The Board is regularly updated and advised by the Company Secretaries on any new statutory and regulatory requirements in relation to their duties and responsibilities. The Board recognises that the Company Secretaries are suitably qualified and capable of carrying out the duties required. The Board is satisfied with the service and support rendered by the Company Secretaries in discharge of their functions.

Board Meetings are scheduled for every quarter with additional meetings to be convened as and when required. During the financial year under review, the Board met a total of five (5) times. The attendance of the Directors who held office during the financial year is set out below:

Names of Directors	Attendance at meeting	Percentage of Attendance
Executive Directors
Lee Hai Peng	5/5	100%
Chiau Haw Yew (Resigned on 2 January 2025)	0/0	0%
Datuk Keh Chuan Seng (Resigned on 22 March 2025)	2/2	100%
Non-Executive Directors
Datuk Low Chin Koon	5/5	100%
Ho Ai Hoon	5/5	100%
Datuk Tee Siew Kiong	5/5	100%
Lim Sook Yee (Appointed on 7 April 2025)	3/3	100%

The Board is satisfied with the level of time commitment given by the Directors of the Company towards fulfilling their duties and responsibilities. This is evidenced by the attendance record of the Directors as set out herein above.

Although the Board does not have a policy requiring each Director to attend a specific number or types of training sessions each year, the Directors are encouraged to participate in relevant external professional programmes to keep abreast of industry developments and trends. This ensures that they remain informed of the various issues arising from the evolving business environment in which the Group operates and are able to effectively fulfil their duties as Directors. Any Director appointed to the Board is required to complete the Mandatory Accreditation Programme ("MAP") within four (4) months from the date of appointment.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

During the financial year ended 31 December 2025, the existing Directors have attended several relevant courses as below:

Directors	Seminar / Conference / Workshop
Datuk Low Chin Koon	• Mandatory Accreditation Programme Part II: Leading for Impact (LIP)
• VEL Consultancy Services Sdn Bhd: Essential Fundamentals of Anti-Bribery and Corruption
Lee Hai Peng	• Mandatory Accreditation Programme Part II: Leading for Impact (LIP)
Ho Ai Hoon	• Mandatory Accreditation Programme Part II: Leading for Impact (LIP)
Datuk Tee Siew Kiong	• Mandatory Accreditation Programme Part II: Leading for Impact (LIP)
Lim Sook Yee	• Mandatory Accreditation Programme (MAP)
• MIA Webinar Series: Creative Thinking and Problem-Solving Techniques for Accounting and Finance Professionals
• ICDM: Related Party Transactions & Recurrent Related Party Transactions
• Mandatory Accreditation Programme Part II: Leading for Impact (LIP)

II. Board Composition

As at 31 December 2025, the Board consists of five (5) members, comprising an Independent Non-Executive Chairman, one (1) Executive Director and three (3) Independent Non-Executive Directors. Based on the annual review of the Board's composition carried out by the Nominating Committee, the Board is satisfied that its current size and composition reflect an appropriate balance of Executive and Non-Executive Directors and are adequate for the scope and nature of the Group's business and operations.

The Board reviews and assesses the independence of Directors annually based on the criteria set by the Nominating Committee.

The Company currently does not have a policy to limit the tenure of its independent Directors to nine (9) years.

III. Remuneration

The Remuneration Committee is authorised by the Board to establish a formal and transparent procedure for developing policies on executive remuneration and for determining the remuneration packages of individual Directors. The remuneration of Directors is ultimately the responsibility of the full Board, after considering the recommendations of the Remuneration Committee.

The Remuneration Committee was established to assist the Board in developing remuneration policies and procedures that enable the Group to attract, motivate and retain qualified Directors and key Senior Management personnel. Full details of the functions and duties of the Remuneration Committee are stated in its Terms of Reference which is available on the Company's website at https://www.texcycle.com.my/investor-relations/.

During the financial year, the Remuneration Committee had carried out the following activity:

Reviewed and assessed the Directors' fees and benefits payable for the financial year ended 2025.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

The composition and range of remuneration package received by the Directors during the financial year is as follows:

(i) Received from the Company

		Fees (RM)	Salaries & other emoluments (RM)	Bonuses (RM)	EPF, SOCSO & EIS (RM)	Benefit-in-kind (RM)	Total (RM)
Executive Directors
1	Lee Hai Peng	36,000	6,600	-	-	-	42,600
2	Datuk Keh Chuan Seng (Resigned on 22 March 2025)	6,000	2,800	-	-	-	8,800
Non-Executive Directors
3	Datuk Low Chin Koon	57,500	9,200	-	-	-	66,700
4	Ho Ai Hoon	50,000	10,600	-	-	-	60,600
5	Datuk Tee Siew Kiong	50,000	9,400	-	-	-	59,400
6	Lim Sook Yee (Appointed on 7 April 2025)	37,500	4,200	-	-	-	41,700
Total:		237,000	42,800	-	-	-	279,800

(ii) Received from the Group

		Fees (RM)	Salaries & other emoluments (RM)	Bonuses (RM)	EPF, SOCSO & EIS (RM)	Benefit-in-kind (RM)	Total (RM)
Executive Directors
1	Lee Hai Peng	36,000	438,600	195,000	76,549	-	746,149
2	Datuk Keh Chuan Seng (Resigned on 22 March 2025)	6,000	92,800	-	11,255	-	110,055
Non-Executive Directors
3	Datuk Low Chin Koon	57,500	9,200	-	-	-	66,700
4	Ho Ai Hoon	50,000	10,600	-	-	-	60,600
5	Datuk Tee Siew Kiong	50,000	9,400	-	-	-	59,400
6	Lim Sook Yee (Appointed on 7 April 2025)	37,500	4,200	-	-	-	41,700
Total:		237,000	564,800	195,000	87,804	-	1,084,604

The total remuneration of the Group CEO for the financial year ended 31 December 2025 is disclosed in Note 29 to the Financial Statements.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT

I. Audit Committee

The Audit Committee of the Company comprises of the following members as at 31 December 2025:

Chairperson

Ho Ai Hoon
Independent Non-Executive Director

Members

Datuk Tee Siew Kiong
Independent Non-Executive Director

Lim Sook Yee (Appointed on 7 April 2025)
Independent Non-Executive Director

Datuk Low Chin Koon (Resigned on 7 April 2025)
Independent Non-Executive Chairman

The Chairperson of the Audit Committee is not the Chairman of the Board. The Audit Committee Report is set out separately in this Annual Report. Full details of the Audit Committee's duties and responsibilities are stated in its Terms of Reference which is available on the Company's website at https://www.texcycle.com.my/investor-relations/ .

The Board, through its Audit Committee, maintains a formal and transparent relationship with its External Auditors. The Audit Committee ensured that the External Auditors work closely with the Internal Auditors to enhance the overall effectiveness of the audit process. The Audit Committee conducted an annual assessment of the performance and effectiveness of the External Auditors, taking into consideration, amongst others, their qualifications, the effectiveness of the audit process, the quality of service and their independence.

In the course of the audit, the External Auditors highlighted to the Audit Committee matters pertaining to financial reporting. A private meeting between the Audit Committee and External Auditors was held during the financial year under review, without the presence of management and the Executive Director, to discuss any issues that may require the attention of the Audit Committee.

Full details of the role of the Audit Committee in relation to the External Auditors are set out in the Audit Committee Report of this Annual Report.

II. Risk Management and Internal Control Framework

The Board is fully aware of its overall responsibility of continually maintaining a sound system of internal control, which covers not only financial controls but also operational and compliance controls as well as risk management, and the need to review its effectiveness regularly in order to safeguard shareholders' investments and the Company's assets. The internal control system is designed to identify the risks to which the Group is exposed and mitigate the impacts thereof to meet the particular needs of the Group.

As part of its efforts to enhance the system of internal control, the Board, with the assistance of an external professional Internal Audit firm, will undertake a review of the existing risk management process across the Group's various business operations, with the aim of formalising risk management functions throughout the Group. This function also serves as a resource to assist the Audit Committee and the Board in strengthening and improving current management and operational practices in pursuit of best practices.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE GOVERNANCE OVERVIEW STATEMENT

PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

I. Communication with Stakeholders

The Company is committed to ensuring that timely, accurate and complete information about the Company is provided equally to its shareholders, stakeholders and to the general investing public. Timely dissemination of information is critical to building and maintaining the Group's corporate credibility and market integrity, as well as promoting investor confidence.

The Company also actively engages with all its stakeholders through various platforms, including the announcements via Bursa LINK, disclosures on Bursa Malaysia's website and engagement through its investor relations function.

II. Conduct of General Meetings

General meetings are the important platform for the shareholders to exercise their rights in the Company, either in Annual General Meeting ("AGM") or Extraordinary General Meeting ("EGM").

Shareholders are invited to the general meetings through a notice of meeting that specifies the venue, date and time of the meeting, as well as the business of the meeting. The notice of meeting, together with the Annual Report, is sent to shareholders at least 28 days prior to the AGM, to maximise their attendance and provide sufficient time for them to consider the business to be discussed at the meeting. Concurrently, the notice of the AGM is advertised in a nationally circulated English daily newspaper. To facilitate informed decision-making by shareholders, notice of meeting is also accompanied by explanatory notes on the items of business, providing further clarification on the matters to be considered.

Four out of five Directors were present at the 21st AGM and EGM of the Company held on 14 May 2025. The absent Director was unable to attend due to work exigencies as the date of meetings had been fixed prior to her appointment. The Audit Committee Chairperson, the Nominating Committee Chairman and the Remuneration Committee Chairperson were being informed that questions relating to the Committee under their purview will be addressed by them accordingly.

The Company conducts a poll voting on each resolution tabled during the general meetings to support shareholders participation. As the number of shareholders of the Company is not large, the Company currently conducts a manual poll voting instead of electronic poll voting. With the poll voting, each shareholder present in person or represented by proxy at the general meeting will be entitled to vote on a one-share, one-vote basis. Independent scrutineer is appointed to validate the votes cast at the meeting.

This Corporate Governance Overview Statement is made in accordance with the resolution of the Board of Directors dated 26 March 2026.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOMINATING COMMITTEE REPORT

The Board, through the Nominating Committee, ensures that it recruits to the Board only individuals of sufficient caliber, knowledge and experience to fulfil the duties of a Director appropriately.

The Nominating Committee consists of three (3) Independent Non-Executive Directors and its Chairman is an Independent Non-Executive Director appointed by the Board.

The Nominating Committee comprise of the following Directors during the financial year ended 31 December 2025:

Chairman

Datuk Tee Siew Kiong
Independent Non-Executive Director

Members

Ho Ai Hoon
Independent Non-Executive Director

Lim Sook Yee (Appointed on 7 April 2025)
Independent Non-Executive Director

Datuk Low Chin Koon (Resigned on 7 April 2025)
Independent Non-Executive Chairman

Objectives

The primary objective of the Nominating Committee is to act as a committee of the Board to assist in discharging the Board's responsibilities in:

Assessing each of the existing Directors' ability to contribute to the effective decision making of the Board;
Identifying, appointing and orientating new Directors;
Reviewing the mix skills, experience and other qualities (including gender, age and ethnicity) the Board requires for it to function independently and efficiently;
Reviewing the membership of the Audit and Remuneration Committees and any other Board Committees as appropriate, in consultation with the chairman of those committees;
Assessing and evaluating the effectiveness of the Board as a whole and the Board Committees, assessing the performance of independence of Independent Non-Executive Directors, the Group Chief Executive Officer ("GCEO") and the Group Chief Financial Officer ("GCFO");
Identifying and recommending Directors who are to be put forward for retirement by rotation in accordance with the Company's Constitution; and
Identifying and recommending a nominee for appointment as Senior Independent Director.

Composition

The Terms of Reference of the Nominating Committee provides that the Board shall appoint members to the Nominating Committee from amongst its members. The Nominating Committee shall comprise exclusively of Non-Executive Directors with at least three (3) members. Majority of the members of the Nominating Committee shall be independent. The Chairman of the Nominating Committee shall be an Independent Non-Executive Director appointed by the Board.

In the absence of the Nominating Committee Chairman, the remaining members present shall elect one of them to chair the meeting.

Meeting and Quorum

The Nominating Committee shall meet whenever there is a need for the Committee to perform its function, and at least once every year in carrying out an annual review of the Board, its Committees and the contribution of individual Directors to the Company. A member may at any time and the Secretary shall on the requisition of a Director summon a meeting of the Nominating Committee. The quorum necessary for a meeting of the Nominating Committee shall be two (2) members.

Questions arising at any meeting of the Nominating Committee shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination/decision of the Nominating Committee.

In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote PROVIDED THAT two (2) members form a quorum. The Chairman of the meeting at which only such a quorum is present, or at which only two (2) members are competent to vote on the question at issue, shall not have a casting vote.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOMINATING COMMITTEE REPORT

Reporting procedures

Minutes of the Nominating Committee's meetings shall be kept by a duly appointed secretary of the meeting (who should be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.

Minutes of meetings of the Nominating Committee shall record in sufficient detail the matters considered by the Nominating Committee and decisions reached, including any concerns raised by Directors, members or dissenting views expressed. Draft and final versions of minutes of such meetings shall be sent to all members of the Nominating Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.

Without prejudice to the generality of the duties of the Nominating Committee set out in its Terms of Reference, the Nominating Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.

Responsibilities

The functions and responsibilities of the Nominating Committee are as follows:

To make recommendations to the Board with regard to any appointment of Directors considering their skills, knowledge, education, qualities, expertise and experience, professionalism, integrity, time commitment, contribution, boardroom diversity including gender, age and ethnicity diversity and other factors that will best qualify a nominee to serve on the Board, and for the position of Independent Non-Executive Directors, the ability to discharge such responsibilities/functions as expected;
To consider, in making its recommendations, candidates for directorships proposed by the Group CEO and within the bounds of practicability, by any other senior executive or any other Director or shareholder;
To assist the Board to review regularly the Board's structure, size and composition and the required mix of skills and experience and other qualities including core competencies which Non-Executive Directors shall bring to the Board;
To assess the effectiveness of the Board, any other committees of the Board and the contributions of each individual Director, including the independence of Independent Non-Executive Directors, as well as the GCEO and GCFO (where these positions are not Board members), based on the processes and procedures laid out by the Board; and to provide the necessary feedback to Directors in respect of their performance;
To recommend to the Board, the Directors to fill the seats on any committees of the Board. In making its recommendations, the Nominating Committee shall also consider, within the bounds of practicability, candidates proposed by any Director, Chief Executive, Senior Executive or shareholder;
To recommend to the Board, Directors who are retiring by rotation to be put forward for re-election;
To evaluate training needs for Directors annually;
To arrange induction programmes for newly appointed Directors to familiarise themselves with the operations of the Group;
To carry out other responsibilities, functions or assignments as may be defined by the Board from time to time.

Activities of Nominating Committee

The Nominating Committee met once during the financial year under review and all members of the Nominating Committee attended the meeting to deliberate on the following:

Reviewed and assessed the character, experience, integrity, competence and time commitment of the Directors, GCEO and GCFO;
Reviewed and assessed the effectiveness of the Board as a whole, the various Board Committees as well as the contribution of each individual Director;
Reviewed the independence status of Independent Directors;
Discussed on the annual retirement by rotation and re-election of Directors at the Annual General Meeting; and
Reviewed and noted the list of trainings attended by Directors.

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Introduction

The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard shareholders' investments and the Group's assets. Rule 15.26(b) of the Listing Requirements requires the Directors of listed companies to include a statement in their Annual Reports on the state of their internal controls. Set out below is the Board's Risk Management and Internal Control Statement.

Board's Responsibility

The Board is committed to ensure the existence of an appropriate risk management framework and sound, efficient and effective system of internal control to safeguard shareholders' investment and the Group's assets. The system is designed to provide reasonable assurance of effective operations and compliance with laws and regulations. The Board ensures the effectiveness of the system through periodic reviews. As there are limitations that are inherent in any system of internal control, this system is designed to manage rather than eliminate risks that may impede the achievement of the Group's business objectives. Accordingly, it can only provide reasonable but not absolute assurance against material misstatement or loss. The system of internal control covers, inter alia, financial, operational and compliance controls and risk management procedures.

The GCEO and the GCFO hereby confirm that, for the financial year ended 2025, the Company's internal controls and risk management system were adequate and effective.

We have reviewed the risk management framework and are satisfied that it is operational and provides reasonable assurance that:

The Company's assets are safeguarded.
Transactions are properly authorised and recorded.
Risks are identified, monitored, and managed in accordance with the Company's objectives.

This assurance is provided in compliance with applicable governance and reporting requirements.

Governance and Oversight

The Board of Directors oversees the Company's risk management framework by setting the risk appetite, ensuring effective implementation of policies and controls, monitoring system adequacy, and approving the Statement on Risk Management and Internal Control (SORMIC) disclosure.

Audit Committee & Internal Audit Function:

Provides independent assurance on the adequacy and effectiveness of risk management and internal controls.
Managing the relevant risks that may impede the achievement of objectives by identifying them and ensuring that appropriate mitigating actions have been implemented.
Identifying significant changes to Tex Cycle risks including emerging risks and take actions as appropriate to communicate to Tex Cycle's ARMC and the Board.

Control Environment

The Group has an organisation structure that is aligned to business requirements. The internal control mechanism is embedded in the various work processes at appropriate levels in the Company. The Board is accountable for ensuring the existence and effectiveness of internal control and provides leadership and direction to senior management in the manner the Company controls its businesses, the state of internal control and its activities. In developing the internal control systems, consideration is given to the overall control environment of the Company, assessment of financial and operational risks and an effective monitoring mechanism.

Internal Audit

The Board is fully aware of the importance of the internal audit function and has engaged an independent professional firm namely Smart Focus Group to provide independent assurance to the Board and Audit Committee in providing an independent assessment of the adequacy, efficiency and effectiveness of the Group's internal control system.

The IA Firm adopts a risk-based approach and prepares its audit plan based on the risk profiles from the risk assessment of the business units of the Group. Scheduled internal audits are carried out based on the annual audit plan approved by the Audit Committee. On a yearly basis, the IA Firm presents the Audit Committee ("AC") with the internal audit reports.

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

During the year under review, internal audit reviews were carried out by the Internal Audit team to address the related internal control weaknesses. Significant weaknesses identified during the reviews together with the improvement measures to strengthen the internal controls were reported accordingly.

The main elements in the system of internal control framework included:

An organisational structure in the Group with formally defined lines of responsibility and delegation of authority;
Documentation of written policies and procedures for certain key operational areas;
Quarterly review of financial results by the Board and the AC;
Active participation and involvement by the Non-Executive Chairman, Group Chief Executive Officer ("GCEO"), Group Chief Financial Officer ("GCFO") and the Executive Directors in the day-to-day running of the major businesses and regular discussions with the senior management of smaller business units on operational issues;
Review of internal audit reports and findings of the AC; and
Quarterly review of the Group's performance and results by Non-Executive Chairman, GCEO, GCFO and management.

The Internal Auditor ("IA") also periodically reports on the activities performed, key strategic and control issues observed by Internal Audit to the AC in order to preserve its independence. The AC reviews and approves IA's annual budget, audit plan and human resource requirements to ensure the function maintains an adequate number of IA with sufficient knowledge, skills and experience. IA adopts the International Standards for the Professional Practice of Internal Auditing of The Institute of Internal Auditors (IIA), the definition of Internal Auditing, Code of Ethics, Practices and Framework in order to ensure standardisation and consistency in providing assurance on the adequacy, integrity and effectiveness of the Group's overall system of internal controls, risk management and governance. IA has aligned its current internal audit practices with the Committee of Sponsoring Organizations of the Treadway Commission (COSO - USA Standard) and The Criteria of Control Board (COCO - Canadian Standard)'s Internal Controls - Integrated Framework. Using this framework, all internal control assessments performed by the IA are based on the internal control elements, scope and coverage. IA continues to adopt the risk-based audit plan to ensure the programmes carried out are prioritised based on the Group's key risks and core or priority areas. Input from various sources, including of the Enterprise Risk Management Framework, business plan, past audit issues, external auditors, management and Board are gathered, assessed and prioritised to derive the annual audit plan.

In 2025, reviews in various areas involving Recycling Operations, Information Technology, Finance, Procurement, Human Resources, and Subsidiaries were conducted. There were 2 reports issued, Internal Audit Review and Risk Management profiling reports. The Internal Audit function has reviewed the state of internal control of various operations within the Company based on the information provided by the management and line managers, namely, as follows:

Plant Operations
Sales and Marketing
IT Security Management
Procurement Management
Accounting and Financial Activities
Trading Management
Human Resources Management
Safety Management

All reports from the internal audit reviews carried out were submitted and presented to the AC with the feedback and agreed corrective actions to be undertaken by the management. Subsequently, the progress of these corrective actions was monitored and verified by IA on a regular basis and submitted to the AC. Internal audit committed to equip the IA with sufficient knowledge, skills and competencies to discharge their duties and responsibilities.

During the FYE 2025, the Internal Auditors conducted the followings review:

i. Internal Audit Review on Tex Cycle Technology (M) Berhad
ii. Internal Audit Review on Meridian World Sdn. Bhd.
iii. Report on Enterprise Risk Management

Quality Assurance

The IA develops and maintains a quality assurance and improvement programme that covers all aspects of internal audit activities. The quality assurance programme assesses the effectiveness of internal audit processes and identifies opportunities for improvement via both internal and external assessments. It has its own peer reviewer mechanism to ensure consistent good quality output of every audit engagement. The team leader is well experienced to manage the internal audit assignments.

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Information and Communication

While the management has full responsibility in ensuring the effectiveness of internal control, which it establishes, the Board of Directors has the authority to assess the state of internal control as it deems necessary. In doing so, the Board has the right to inquire information and clarification from management as well as to seek inputs from the AC, external and internal auditors, and other experts at the expense of the Company.

Risk Management

The Board has an established ongoing process for identifying, evaluating and managing the significant risks encountered by the Company in accordance with the Guidance for Directors of Public Listed Companies on Statement on Risk Management and Internal Control. Risk management is an integral part of the business operations and this process goes through a review process by the Board. Discussions have been conducted during the year, involving different levels of managements, to identify and address risks faced by the Group. These risks were summarised and included in the Group's risk management report. The Group has an ongoing process for identifying, evaluating and managing the significant risks faced by the Group throughout the financial year under review and up to the date of approval of this statement for inclusion in the Annual Report by the management. This is to ensure that all high risks are adequately addressed at various levels within the Group.

The Board regards risk management as an integral part of the Group's business operations and has oversight over this critical area through the AC. The AC, supported by the IA, provides an independent assessment of the effectiveness of the Group's Enterprise Risk Management ("ERM") framework and reports to the Board. The Group's ERM framework is in line with the international standards (COSO and ISO Standards) and involves systematically identifying, analysing, measuring, monitoring and reporting on the risks that may affect the achievement of its business objectives. This framework helps to reduce the uncertainties surrounding the Group's internal and external environment, thus allowing it to maximise opportunities and minimise adverse incidences that may arise. The major risks to which the Group is exposed to are strategic, operational, regulatory, financial, market, technologies, products and reputational risks.

The ERM process is based on the following principles:

Consider and manage risks enterprise-wide;
Integrate risk management into business activities;
Manage risk in accordance with the risk management framework;
Tailor responses to business circumstances; and
Communicate the risks and responses to management.

All identified risks are displayed on a 1 to 3 risk matrix based on their risk ranking to assist the management in prioritising their efforts and appropriately managing the different classes of risks. The Board and management drive a pro-active risk management culture and regular risk awareness and coaching sessions are held to ensure that the Group's employees have a good understanding and application of risk management principles. There is no dedicated ERM department, however the Executive Director, GCEO and GCFO who work closely with the Group's operational managers are continuing to strengthen the risk management initiatives within the Group so that it responds effectively to the constantly changing business environment and is thus able to protect and enhance shareholder value.

The Board recognises the importance of ERM in enhancing shareholder value while upholding a high standard of corporate governance. Combining a strong and sustained commitment from the Board and senior management with a clear direction and oversight from all levels of leadership, the Group embraces a holistic risk management approach to achieve its business targets with minimal surprises.

Risk management policies and practices form part of Tex Cycle's overall strategy to chart positive growth in today's rapidly evolving business environment. The Board continues to ensure that risk management is effectively institutionalised and its risk maturity level is elevated. This is achieved via a multitude of ERM initiatives clustered in key strategic areas, as part of the Group's efforts to ensure smooth ERM practice on the ground coupled with continuous tracking and monitoring of risks and controls. It also strengthens its risk culture and practice, harmonise its risks and risk appetites at the operational level wherever possible.

Risk Structure/Accountability and Responsibility

Further improving Tex Cycle's risk governance, ERM structures have been established in each department and subsidiary. The aim is for a risk culture to be internalised through risk ownership and to drive ERM implementation at the functional level. ERM Resource Persons also known as Head of Department ("HOD")/Risk Coordinators ("RCs"), are appointed at each business unit, and act as the single point of contact to liaise directly with the GCFO in matters relating to ERM, including the submission of reports on a periodic basis. In addition, they are responsible for assisting their Heads of Department to manage and administer the business units' risk portfolios, which include arranging, organising and coordinating ERM programmes.

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Assurance from the Management

The Board has also received reasonable assurance from the Executive Chairman, GCEO, GCFO, and other HODs that the Group's risk management and the internal control system are operating adequately and effectively, in all material aspects, based on the risk management model adopted by the Group.

Conclusion

Pursuant to Rule 15.23 of the Listing Requirements, the external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the Annual Report of the Company for the financial year ended 31 December 2025 and reported to the Board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the system of internal control.

The Board is pleased to report that there were no major internal control weaknesses identified during the year, nor have any of the reported weaknesses resulted in material losses or contingencies requiring disclosure in the Group's Annual Report. The Board is of the view that the existing system of the internal control is adequate. Nevertheless, management continues to take measures to strengthen the control environment. This statement is based on the consideration of the audit work performed by both the external auditors and the internal auditors on financial and non-financial matters.

This Statement was approved by the Board on 26 March 2026.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

TEX CYCLE TECHNOLOGY (M) BERHAD

Tex Cycle Technology (M) Berhad ("Tex Cycle" or "the Group") is a leading environmental solutions provider and investment holding company, listed on the ACE Market of Bursa Malaysia since 27 July 2005. With over 40 years of expertise, the Group has evolved from a specialized recycler into a diversified powerhouse in circular economy practices.

As a premier provider of professional integrated waste management services, Tex Cycle operates in strict accordance with the Environmental Quality Act. The Group's "One-Stop Solution" approach ensures total compliance and operational efficiency for clients across the Electronics, Engineering, Oil & Gas, and Automobile industries. A core pillar of our operations is the management of scheduled waste, where we specialize in the highly regulated collection, recovery, and recycling of hazardous industrial waste. Utilizing state-of-the-art facilities, we maximize resource recovery through advanced systems and stringent safety procedures. Moving beyond industrial sectors, the Group has strategically expanded into municipal waste management. We focus heavily on diverting organic waste, such as food and garden waste, from landfills and transforming it into premium-grade compost to foster a true circular economy. Furthermore, we continue to supply specialized chemical products for related industries, leveraging our deep technical knowledge of chemical compositions to offer economical, fully compliant solutions.

Recognizing that sustainability is the cornerstone of modern industry and diversification is key to long-term relevance, Tex Cycle has aggressively expanded into the renewable energy sector. By converting waste into value, we actively help reduce national reliance on fossil fuels. The Group's growing energy portfolio encompasses cutting-edge biomass gasification, solid waste-to-energy projects, and strategic investments in biogas facilities. Through these ventures, we supply clean energy back to the grid while continuously exploring key potential projects locally to expand our renewable footprint. Additionally, the Group provides end-to-end solar energy solutions designed to assist high-consumption industries in lowering operational costs and transitioning to clean energy sources, perfectly aligning with broader ESG and operational efficiency goals.

In line with broader government initiatives to promote and increase renewable energy usage, Tex Cycle seamlessly integrates recovery, recycling, and renewable energy into a unified business model. Through this approach, we empower our partners to meet their sustainability targets while contributing to a cleaner, greener landscape.

The Group's Corporate Structure and Principal Activities

The Group structure as at 31 December 2025 is as follows:

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

The principal activities of the Company and its subsidiaries are as follows:

No	Name	Nature of business	Shareholding
1	Tex Cycle Technology (M) Bhd	Investment holding
2	Tex Cycle Sdn. Bhd.	Investment holding and management services	100%
3	Tex Cycle (P2) Sdn. Bhd.	Recycling and recovery of scheduled wastes and trading of chemical and other products and manufacturing of chemical products	100%
4	TC Chemical Sdn. Bhd.	Trading of chemical products and other related by-products	100%
5	Metro Envy Sdn. Bhd.	Rental of investment property	100%
6	Metro Koats Technology Sdn. Bhd.	Manufacturing and marketing of chemical products	100%
7	Ground Control Sdn. Bhd.	Supplier, retailer of organic goods and importer and exporter of fertilisers	55%
8	EFS MYSolar Sdn. Bhd.	Investment holding and to carry on business in the renewable energy industry	70%
9	Revision Solar Sdn. Bhd.	Provision of equipment and consultancy services related to renewable energy	70%
10	Klasik Aktif Sdn. Bhd.	Provision of equipment and consultancy services related to renewable energy	70%
11	Pakar B2E Sdn. Bhd.	Development of renewable energy power plant, procurement and processing of biomass solid fuel for renewable energy generation, trading and/or export the by-products obtained from the process	100%
12	Lestari G2E Sdn. Bhd.	Development of renewable energy power plant, procurement and processing of biogas solid fuel for renewable energy generation, trading and/or export the by-products obtained from the process	100%
13	Tex Evolusi Waste Management Sdn. Bhd.	Treatment and disposal of non-hazardous waste, remediation activities and other waste management services	51%
14	GLT BP Power Sdn. Bhd.	Construction of renewable energy facilities from renewable resources and to provide the investment into such facilities for the purpose of generating electrical power to be sold to the national grid	30%
15	EFS MYSolar (Thailand) Co. Ltd.	Design, supply and installation of solar photovoltaic energy generating system and related service	49%
16	Meridian World Sdn. Bhd.	Chemical processing, provision of waste water facilities, waste recycling services and trading of industrial chemicals	100%
17	Meridian Recycling Sdn. Bhd.	Chemical processing and provision of waste recycling services	100%
18	Meridian Environmental Engineering Sdn. Bhd.	Dormant	100%

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

TEX CYCLE SDN. BHD.

Tex Cycle Sdn. Bhd. ("TCSB"), a wholly-owned subsidiary of Tex Cycle Technology (M) Berhad, serves as the principal intermediate investment holding and management company for the Group's core operational divisions. Transitioning from its historical role as a pioneer operator in scheduled waste recycling, TCSB now strategically oversees and drives the expansion of our comprehensive waste management and renewable energy portfolios. The Group's foundational legacy in environmental preservation and the 'Reduce, Reuse, Recover, and Recycle' philosophy is actively carried forward by TCSB's operational subsidiaries, primarily through its wholly-owned Tex Cycle (P2) Sdn. Bhd. and its 51%-owned subsidiary, Tex Evolusi Waste Management Sdn. Bhd. Furthermore, TCSB acts as the holding entity for the Group's key renewable energy ventures to drive our diversification and sustainability initiatives. This includes a 70% stake in EFS MYSolar Sdn. Bhd., which spearheads our solar energy operations, and 100% ownership of Pakar B2E Sdn. Bhd., focusing on biomass power generation. Expanding the Group's green energy footprint, TCSB also wholly owns Lestari G2E Sdn. Bhd., which strategically holds a 30% investment in the biogas power generation facility, GLT BP Power Sdn. Bhd. Through this structured holding capacity, TCSB ensures streamlined management and synergistic growth across our environmental and clean energy solutions.

TEX CYCLE (P2) SDN. BHD.

Tex Cycle (P2) Sdn. Bhd. ("TCP2SB") was incorporated on 4 June 2007 and commenced operation at the end of the second quarter of 2014, serves as the principal operational engine for the Group's environmental and clean energy initiatives. As an established pioneer in scheduled waste recycling, TCP2SB operates a fully licensed facility in the Klang Valley, providing comprehensive, end-to-end hazardous waste management services. Licensed and strictly approved by the Department of Environment (DOE) to manage 31 distinct scheduled waste codes, these operations encompass the meticulous analysis, transportation, collection, treatment, recovery, and secure disposal of hazardous industrial materials. Grounded in the core philosophy of environmental preservation and sustainable stakeholder value creation, TCP2SB guarantees professional excellence and total compliance through its ISO 14001 certified systems. Building upon its foundational waste management legacy, the company also actively drives the Group's transition toward a circular economy by spearheading renewable energy power generation from biomass waste.

EFS MYSolar SDN. BHD.

EFS MYSolar Sdn. Bhd. ("EFS MYSolar") was incorporated on 1 November 2018. Its intended principal activity is to identify, evaluate and execute strategic business opportunities in the solar energy sector with its joint venture partner, EFS Revision Energy Sdn. Bhd. whereby Tex Cycle Sdn. Bhd. has 70% control over this joint venture company. EFS MYSolar Sdn. Bhd. has acquired two subsidiaries, which named Revision Solar Sdn Bhd and Klasik Aktif Sdn Bhd. EFS MYSolar has further expanded its business into Thailand and incorporated an associate company named EFS MYSolar (Thailand) Co. Ltd..

REVISION SOLAR SDN. BHD.

Revision Solar Sdn. Bhd. ("RSSB") is a wholly-owned subsidiary of EFS MYSolar. Its intended principal activity is provision of equipment and consultancy services related to renewable energy. RSSB is a Feed-In Approval ("FiA") Holder of a solar photovoltaic ("solar PV") plant in Penang under the Malaysia Feed-In-Tariff ("FiT") Programme with a Renewable Energy Power Purchase Agreement ("REPPA") with Tenaga Nasional Berhad ("TNB") for the tenure of 21 years at a fixed tariff rate of RM1.1512 per kWh.

KLASIK AKTIF SDN. BHD.

Klasik Aktif Sdn. Bhd. ("KASB") is a wholly-owned subsidiary of EFS MYSolar. Its intended principal activity is provision of equipment and consultancy services related to renewable energy. KASB is a FiA Holder of a solar PV plant in Penang under the Malaysia FiT Programme with a REPPA with TNB for the tenure of 21 years at a fixed tariff rate of RM1.1512 per kWh.

EFS MYSolar (THAILAND) CO. LTD.

EFS MYSolar (Thailand) Co. Ltd. was incorporated on 28 June 2022. Its intended principal activity is to develop photovoltaic systems under PPA arrangement with various commercial and industrial customers in Thailand with its joint venture partner, EFS-CTP Energy (Thailand) Co., Ltd. whereby EFS MYSolar Sdn. Bhd. owned 49% of this joint venture company.

PAKAR B2E SDN. BHD.

Pakar B2E Sdn. Bhd. ("PB2ESB") was incorporated on 9 March 2020. The principal activity of the Company is development of renewable energy power plant, procurement and processing of biomass solid fuel for renewable energy generation, trading and/or export the by-products obtained from the process. In 2023, TCSB has acquired additional 400,000 shares of PB2ESB, subsequently it becomes 100% owned by TCSB.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

LESTARI G2E SDN. BHD.

Lestari G2E Sdn. Bhd. ("LG2ESB") which is a wholly-owned subsidiary of Tex Cycle Sdn. Bhd. was incorporated on 10 November 2020. Its principal activity is development of renewable energy power plant, procurement and processing of biogas solid fuel for renewable energy generation, trading and/or export the by-products obtained from the process.

GLT BP POWER SDN. BHD.

GLT BP Power Sdn. Bhd. ("GLT BP Power") represents a strategic 30% equity investment by the Group, acquired through a shareholder agreement between Lestari G2E Sdn. Bhd. and Green Lagoon Technology Sdn. Bhd. on 12 July 2022. The company is principally engaged in the engineering, design, and technology deployment for palm oil mill effluent (POME) anaerobic lagoon clean development mechanism (CDM) projects. As a specialized renewable energy operator, GLT BP Power provides comprehensive end-to-end services, encompassing preliminary assessments and feasibility studies prior to project commencement, alongside expert construction management, maintenance, monitoring, and the ongoing operation of CDM facilities. Central to these operations is the ownership and active management of the 3.5 MW Biogas Plant located in Bukit Pasir. Through this dedicated focus on biogas infrastructure, GLT BP Power plays a crucial role in transforming agricultural waste into sustainable power, significantly advancing the Group's expanding footprint in the renewable energy sector and contributing to the broader circular economy.

TEX EVOLUSI WASTE MANAGEMENT SDN. BHD.

Tex Evolusi Waste Management Sdn. Bhd., incorporated on 6 January 2022, is a strategic joint venture in which Tex Cycle Sdn. Bhd. holds a 51% controlling interest in partnership with Evolusi Synergy Sdn. Bhd. Positioned to significantly expand the Group's geographic footprint and capacity in comprehensive environmental solutions, the company focuses on advanced remediation and specialized waste management services. Spearheading this operational growth is the development of a major upcoming integrated treatment plant located within the Sipitang Oil and Gas Industrial Park (SOGIP) in Sabah. Engineered to manage high-volume industrial byproducts with an anticipated processing capacity of 13,900 tonnes per month, this state-of-the-art facility is designed to securely handle 44 distinct scheduled waste codes. Through this strategic regional expansion, Tex Evolusi Waste Management heavily bolsters the Group's capability to deliver highly regulated, large-scale hazardous waste treatment, ensuring strict environmental compliance while supporting the rigorous demands of the oil, gas, and broader industrial sectors.

METRO ENVY SDN. BHD.

Metro Envy Sdn. Bhd. was incorporated on 16 January 2004 and its principal activity is rental of investment property.

TC CHEMICAL SDN. BHD.

TC Chemical Sdn. Bhd. was incorporated on 22 June 2009. The principal activity of the Company is trading of chemical products and other related by-products.

METRO KOATS TECHNOLOGY SDN. BHD.

Metro Koats Technology Sdn. Bhd. was incorporated on 13 March 1995. The principal activity of the Company is manufacturing and marketing of chemical products. It is also the R&D centre for our graphene-based product development together with Nano Malaysia Berhad and University Putra Malaysia (UPM).

GROUND CONTROL SDN. BHD.

Ground Control Sdn. Bhd. ("GCSB") represents the Group's strategic expansion into municipal and organic waste management, alongside specialized environmental services. Operating at the forefront of the circular economy, GCSB manages dedicated gardening and composting facilities, specializing in advanced food waste-to-compost and pre-compost solutions. By effectively diverting organic and garden waste from landfills, the company processes these materials to manufacture high-quality soil enhancers. Beyond manufacturing, GCSB actively provides professional gardening and landscaping services, closing the loop by applying sustainable practices directly to commercial and community greening initiatives. Additionally, the company maintains established operations as a supplier of premium organic goods and an importer and exporter of agricultural fertilizers. Through these integrated operations, GCSB seamlessly transforms everyday organic refuse into valuable resources, directly supporting the Group's broader zero-waste aspirations.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

MERIDIAN WORLD SDN. BHD.

On 4 August 2025, Tex Cycle Technology acquired 100% shares in Meridian World Sdn. Bhd. ("MWSB"). MWSB was incorporated on 16 January 1995. The principal activity of the Company is chemical processing, provision of waste water treatment facilities, waste recycling services and trading of industrial chemicals.

The completion of the acquisition represents the fusion of two established industry players in Malaysia's environmental services sector to offer an expanded suite of product and service offerings that would enhance the competitive edge of the enlarged Group moving forward. MWSB has an established track record of approximately 30 years in the scheduled waste management sector and a strong foothold in specialised waste streams, including chemical and niche waste codes such as e-waste, which gives Tex Cycle Technology an expanded platform to provide end-to-end, sustainable waste solutions across industries.

MERIDIAN RECYCLING SDN. BHD.

On 4 August 2025, Meridian Recycling Sdn. Bhd. ("MRSB") became an indirect wholly-owned subsidiary of Tex Cycle Technology. MRSB was incorporated on 24 June 2001. The principal activity of the Company is chemical processing and provision of waste recycling services.

MERIDIAN ENVIRONMENTAL ENGINEERING SDN. BHD.

Meridian Environmental Engineering Sdn. Bhd. ("MEESB") became an indirect wholly-owned subsidiary of Tex Cycle Technology after the acquisition of MWSB on 4 August 2025. MEESB was incorporated on 24 June 2001. The Company is dormant during the financial year.

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

Organisation Chart

Environment Management Systems Approval Certificate

TEX CYCLE TECHNOLOGY (M) BERHAD

CORPORATE PROFILE

Vision

Tex Cycle Technology envisions being the preferred scheduled waste recycler in Malaysia. It aims to achieve this vision through the practice of sustainability in every aspect of the business with persistence, commitment, determination and passion. It further aspires to one day being able to achieve zero-waste through maximisation of resources.

Mission

Tex Cycle Technology is committed to doing its part by engaging in continued ways and means to reduce all possible threats to the environment. It embraces all relevant national as well as international efforts and inspires awareness on environmental protection to the community at large.

Tex Cycle Technology believes in sharing our resources with our most important stakeholder and our employees who are given utmost priority. We pursue our mission with continuous commitment in ensuring that our employees work in a safe environment and return to their families safely.

Being in a competitive marketplace, it is essential for our professional teams to manage our customers' satisfaction efficiently and proactively. We uphold this commitment through loyal, professional assistance, engaging services and reliable products at all times.

Tex Cycle Technology embarks on continuous Research and Development ("R&D") in striving to do business profitably and responsibly by seeking up-to-date technologies and modern state-of-the-art equipment and upgrading its operations for more effectiveness and efficiency in all that it does.

Tex Cycle Technology addresses Corporate Social Responsibility to the future generation through various projects, collaborations, exhibitions and awareness programs to instill the importance of caring for the environment. Tex Cycle Technology also readily extends assistance in whichever way possible to the less fortunate.

By sincerely pursuing these visions, missions as well as responsible and transparent corporate conduct, innovation and prudent investment, Tex Cycle Technology is able to increase value for all its shareholders.

CORPORATE VALUES

Adhering to all regulations wherever we operate.
Practicing high ethical standards and sincerity in our business.
Protecting the environment and community in all our actions.
Respecting diversity and individual growth of employees.
Creating higher value through technology, creativity and innovation.
More than meeting the expectations of customers and shareholders and building mutually profitable relationships.

TEX CYCLE'S GROWTH STRATEGY

The Board of Directors and its principal shareholders are committed to the growth of the Company.

This aim is being achieved through:

Growth in human capital;
Growth in infrastructure;
Growth of its core business;
Developing strategic partnerships;
Vertical integration;
Business diversification and
Moulding the environment in which we operate.

TEX CYCLE TECHNOLOGY (M) BERHAD

ADDITIONAL COMPLIANCE INFORMATION

The following disclosures are made in accordance with Part A of Appendix 9C of the Listing Requirements of Bursa Malaysia Securities Berhad:

Share Buy-back

During the year, the Company purchased 15,104,900 units of its own shares through purchases on Bursa Malaysia Securities Berhad. The total amount paid for acquisition of the shares was RM15,491,315.50 and it has been deducted from equity. The repurchased shares were financed by internally-generated funds and the average price paid for the shares was RM1.026 per share. The repurchased shares are held as treasury shares in accordance with Section 127 of the Companies Act, 2016. The shareholders of the Company, by an ordinary resolution passed at the Annual General Meeting held on 14 May 2025, renewed their approval for the Company's plan to repurchase its own shares.

Details of the Company's repurchased issued shares from the open market are as follows:

Month	Number of shares	Highest Price (RM)	Lowest Price (RM)	Average Price (RM)	Value of shares (RM'000)
December 2025	15,104,900	1.05	0.995	1.026	15,491

As at 31 December 2025, the Company had repurchased a cumulative total of 15,104,900 shares (2024: Nil) out of the total 281,189,496 (2024: 281,189,496) issued and fully paid ordinary shares. As at the same date, 17,852,200 shares (2024: 2,747,300) are held as treasury shares by the Company.

Options, Warrants or Convertible Securities

There was no exercise of Options or Convertible Securities or conversion of warrants during the financial year ended 31 December 2025.

American Depository Receipt ("ADR") or Global Depository Receipt ("GDR") Programme

The Company did not sponsor any ADR or GDR programmes during the financial year ended 31 December 2025.

Imposition of Sanctions/Penalties

There were no material sanctions or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory bodies during the financial year ended 31 December 2025.

Non-Audit Fees

The amount of non-audit fees paid and payable to external auditors by the Group for the financial year ended 31 December 2025 amounted to RM5,000.

Variation in Results

There was no material variance between the financial results and the profit forecast or unaudited results previously made for the financial year ended 31 December 2025.

Profit Guarantee

There was no profit guarantee given by the Company during the financial year ended 31 December 2025.

Material Contracts

There were no material contracts outside the ordinary course of business entered into by the Company and its subsidiaries involving Director's and major shareholder's interest which were still subsisting at the end of the financial year ended 31 December 2025 or entered into since the end of the previous financial year.

Profit Forecast Variance

There was no profit forecast issued in respect of the financial result ended 31 December 2025.

101

TEX CYCLE TECHNOLOGY (M) BERHAD

ADDITIONAL COMPLIANCE INFORMATION

Employees Share Option Scheme ("ESOS")

The Company had established an ESOS of up to 15% of the total number of issued shares of the Company (excluding treasury shares) for the eligible Directors and employees of the Company and its subsidiaries (excluding dormant subsidiaries) as approved by the shareholders at the Extraordinary General Meeting held on 2 August 2024. As at 31 March 2026, the ESOS has not been implemented.

Disclosure of Financial Data for Shariah Screening

Pursuant to Rule 9.25A of the ACE Market Listing Requirements, below are the financial data that are relevant for purpose of Shariah screening by the Shariah Advisory Council of the Securities Commission Malaysia. These include the financial data on Shariah non-permissible income arising from the Group's business activities and interest-based financial position.

(a) Group Total Income and Total Assets

	2025 RM	2024 RM
Total Income
Revenue	57,651,263	36,199,308
Other income	37,902,461	26,880,170
Finance income	1,676,925	1,503,690
Total	97,230,649	64,583,168
Total Assets	297,120,894	235,453,845

(b) Business Activities

	2025 RM	2024 RM
Shariah Non-Compliant Activities
Dividend income from investment in unit trusts	-	28,983
Dividend income from quoted equity investments	-	65,436
Fair value gain on non-current asset held for sale	6,695,524	-
Fair value gain on quoted equity investments	1,193,914	9,557,946
Gain on disposal of non-current asset held for sale	-	15,039,616
Gain on disposal of quoted equity investments	8,425,530	663,766
Gain on bargain purchase	14,046,558	-
Gain on performance guarantee	6,700,000	-
Finance income	1,676,925	1,503,690
Total	38,738,451	26,859,437

TEX CYCLE TECHNOLOGY (M) BERHAD

ADDITIONAL COMPLIANCE INFORMATION

Disclosure of Financial Data for Shariah Screening (Continued)

(c) Component of Financial Position

(i) Cash component

| | 2025
RM | 2024
RM |
| --- | --- | --- |
| Islamic Account/Instruments | | |
| Cash and bank balances | - | - |
| | 2025
RM | 2024
RM |
| Conventional Account/Instruments | | |
| Cash and bank balances | 7,657,509 | 21,071,976 |
| Investment in quoted shares | 35,227,720 | 38,241,160 |
| Investment in mid-term notes | 20,000,000 | 20,000,000 |
| Investment in redeemable preference shares | 6,000,000 | 6,000,000 |
| | 68,885,229 | 85,313,136 |

(ii) Debt component

| | 2025
RM | 2024
RM |
| --- | --- | --- |
| Islamic Financing | | |
| Current | | |
| Term loan | 2,142,492 | 2,627,063 |
| | 2,142,492 | 2,627,063 |
| Non-current | | |
| Term loan | 17,083,583 | 22,930,660 |
| | 17,083,583 | 22,930,660 |
| | 19,226,075 | 25,557,723 |
| Conventional Borrowing | 2025
RM | 2024
RM |
| --- | --- | --- |
| Current | | |
| Term loan | 3,619,918 | 812,862 |
| Revolving credit | 10,566,022 | 2,000,000 |
| Bank overdraft | 2,339,724 | - |
| | 16,525,664 | 2,812,862 |
| Non-current | | |
| --- | --- | --- |
| Term loan | 7,391,326 | 2,544,316 |
| Revolving credit | 31,370,622 | 2,544,316 |
| | 38,761,948 | 5,088,632 |
| | 55,287,612 | 7,901,494 |

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors are responsible for the preparation of financial statements for each financial year, to give a true and fair view of the financial position as at the end of each financial year and the financial performance for each financial year of the Group and of the Company.

In preparing the financial statements for the financial year ended 31 December 2025, the Directors have observed the following criteria:

Overseeing the overall conduct of the Company's business and that of the Group;
Identifying principal risks and ensuring that an appropriate system of internal control exists to manage these risks;
Reviewing the adequacy and integrity of Internal Controls System and Management Information System in the Company and within the Group;
Adopting suitable accounting policies and apply them consistently;
Making judgments and estimations that are reasonable and prudent; and
Ensuring compliance with the applicable approved accounting standards and statutory requirements in Malaysia.

The Directors are also responsible for ensuring the Group maintains proper accounting records which are sufficient to explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Listing Requirements, the provisions of the Companies Act, 2016 and applicable approved accounting standards in Malaysia. The Directors have overall responsibility for taking reasonable steps to safeguard the assets of the Group and to minimise fraud and other irregularities.

104

TEX CYCLE TECHNOLOGY (M) BERHAD

FINANCIAL STATEMENTS

Directors' Report	106
Statement by Directors and Statutory Declaration	110
Independent Auditors' Report	111
Statements of Financial Position	116
Statements of Profit or Loss and Other Comprehensive Income	118
Statements of Changes in Equity	120
Statements of Cash Flows	123
Notes to the Financial Statements	128

105

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' REPORT

The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2025.

Principal Activities

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiary companies are stated in Note 6 to the financial statements.

There have been no significant changes in the nature of these principal activities during the financial year.

Financial Results

	Group RM	Company RM
Profit for the financial year attributable to:
- Owners of the Company	22,356,781	36,255,844
- Non-controlling interests	(435,138)	-
	21,921,643	36,255,844

Dividend

No dividend was paid or declared by the Company since the end of the previous financial year.

The Board of Directors do not recommend any dividend in respect of the financial year ended 31 December 2025.

Reserves and Provisions

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.

Issue of Shares and Debentures

There was no issuance of shares and debentures during the financial year.

Treasury Shares

During the financial year, the Company repurchased 15,104,900 of its own ordinary shares for a total consideration of RM15,491,316.

As at 31 December 2025, the Company held 17,852,200 (2024: 2,747,300) treasury shares out of its 281,189,496 (2024: 281,189,496) issued ordinary shares. The treasury shares are held in accordance with Section 127 of the Companies Act 2016.

106

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' REPORT

Directors

The Directors of the Company who held office during the financial year and up to the date of this report are:

Datuk Low Chin Koon (Redesignated on 7 April 2025 and 22 January 2026)

Lee Hai Peng

Ho Ai Hoon

Datuk Tee Siew Kiong

Lim Sook Yee (Appointed on 7 April 2025)

Chiau Haw Yew (Resigned on 2 January 2025)

Datuk Keh Chuan Seng (Resigned on 22 March 2025)

The names of Directors of subsidiaries are set out in the respective subsidiaries' statutory accounts and the said information is deemed incorporated herein by such reference and made part thereof.

Directors' Interests in Shares

The interests in the Company of those who were Directors at the end of the financial year, as recorded in the Register of Directors' Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in Malaysia, are as follows:

	Balance as of 1.1.2025	Number of ordinary shares			Balance as of 31.12.2025
		At date of appointment	Bought	Sold
Interest in the Company
Direct interest
- Datuk Low Chin Koon	-	-	2,146,100	-	2,146,100
- Lee Hai Peng	13,000,000	-	676,100	(500,000)	13,176,100
- Ho Ai Hoon	92,000	-	-	-	92,000
- Lim Sook Yee
(Appointed on 7 April 2025)	-	308,600	-	(308,600)	-

Other than as disclosed above, the other Directors in office at the end of the financial year did not hold shares or had beneficial interest in the shares of the Company or its related companies during or at the beginning and end of the financial year.

Directors' Benefits

Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest.

There were no arrangements during and at the end of the financial year which had the object of enabling the Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate, other than those arising from the share options granted under the Employees' Share Scheme.

107

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' REPORT

Directors' Remuneration

Directors' remuneration is as follows:

	Group RM	Company RM
Directors' remuneration:
- Salaries and other emoluments	759,800	42,800
- Fees	237,000	237,000
- Contributions to Employees Provident Fund	85,956	-
- Social security contributions	1,848	-
	1,084,604	279,800

Subsidiary Companies

Details of the subsidiary companies are disclosed in Note 6 to the financial statements.

Auditors' Remuneration

Auditors' remuneration is as follows:

	Group RM	Company RM
HLB Ler Lum Chew PLT	208,000	83,000

Indemnity and Insurance Costs

There was no indemnity given to or insurance effected for Directors or officers of the Company in accordance with Section 289 of the Companies Act 2016.

Other Statutory Information

Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps:

(i) to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including the value of current assets as shown in the accounting records of the Group and of the Company have been written down to an amount which the current assets might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances which would render:

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statement of the Group and of the Company inadequate to any substantial extent; or

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading; or

(iii) adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or

(iv) any amount stated in the financial statements of the Group and of the Company misleading.

TEX CYCLE TECHNOLOGY (M) BERHAD

DIRECTORS' REPORT

Other Statutory Information (Continued)

No contingent or other liability of any company in the Group has become enforceable, or are likely to become enforceable within the year of twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group or the Company to meet their obligations when they fall due.

At the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year.

In the opinion of the Directors:

(i) the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and
(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

Significant Events

The significant events are disclosed in Note 34 to the financial statements.

Auditors

The auditors, HLB Ler Lum Chew PLT (201906002362 & AF0276) have expressed their willingness to accept re-appointment.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors.

LEE HAI PENG

HO AI HOON

KUALA LUMPUR

26 MARCH 2026

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENT BY DIRECTORS

PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016

We, LEE HAI PENG and HO AI HOON, being two of the Directors of TEX CYCLE TECHNOLOGY (M) BERHAD, do hereby state that, in the opinion of the Directors, the financial statements are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2025 and of their financial performance and cash flows for the financial year then ended.

Signed on behalf of the Board of Directors in accordance with a resolution of the Directors.

LEE HAI PENG
HO AI HOON
KUALA LUMPUR
26 MARCH 2026

STATUTORY DECLARATION

I, GERALDINE HII SIAW WEI (MIA No.: 26872), being the Officer primarily responsible for the financial management of TEX CYCLE TECHNOLOGY (M) BERHAD, do solemnly and sincerely declare that the financial statements are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the
abovenamed GERALDINE HII SIAW WEI
at KUALA LUMPUR
on this date of 26 MARCH 2026

)
GERALDINE HII SIAW WEI

Before me,

COMMISSIONER FOR OATHS

TEX CYCLE TECHNOLOGY (M) BERHAD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TEX CYCLE TECHNOLOGY (M) BERHAD

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of TEX CYCLE TECHNOLOGY (M) BERHAD which comprise the statements of financial position as at 31 December 2025 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including material accounting policy information, as set out on pages 116 to 127.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the Company as at 31 December 2025, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants ("By-Laws") and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) ("IESBA Code"), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

111

TEX CYCLE TECHNOLOGY (M) BERHAD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TEX CYCLE TECHNOLOGY (M) BERHAD

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current financial year. We have determined that there are no key audit matters to communicate in our report on the financial statements of the Company. These matters were addressed in the context of our audit of the financial statements of the Group and the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment assessment of goodwill on consolidation (Refer Note 2(b)(i), 2(i) and 6 to the financial statements)

As at 31 December 2025, the Group's carrying amount of goodwill on consolidation is RM1,599,709.

Pursuant to MFRS 136, "Impairment of Assets", the Group is required to perform annual impairment assessment on its goodwill. The Group estimated the recoverable amount of the cash-generating unit ("CGU") to which goodwill is allocated based on its value-in-use.

The risk

In view of the significant carrying amount of the CGU (including goodwill), coupled with the complexity and subjectivity of the assumption involved in the annual impairment test, we consider this to be an audit focus.

How our audit addressed the key audit matter

We have assessed the appropriateness of the discounted cash flow forecast prepared by the management.

Our audit procedures included, among others, the following:

Assessed the appropriateness of the determination of cash-generating units;
Assessed the methodology adopted and the mathematical accuracy of the discounted cash flow forecast calculations;
Reviewed the cash flow forecast prepared by management;
Assessed the reasonableness of the management's key assumptions used and judgements exercised on its discounted cash flow forecast such as revenue growth rate, profit margins and discount rates;
Performed sensitivity tests for a range of reasonable possible scenarios; and
Considered the completeness and accuracy of disclosures in the financial statements.
Impairment assessment on property, plant and equipment - renewable energy power plant ("PPE - REEP") (Refer Note 2(b)(ii), 2(h), 2(j) and 3 to the financial statements)

As at 31 December 2025, the Group's carrying amount of PPE - REEP amounted to RM16,975,887.

Management has determined the recoverable amount of the PPE - REEP using the value-in-use method.

The risk

We focused on this area due to the significant degree of judgements and estimates used by the management on the discounted cash flow forecast in determining the discount rates applied in the recoverable amount calculation and assumptions supporting the underlying cash flow projections.

How our audit addressed the key audit matter

We have assessed the appropriateness of the discounted cash flow forecast prepared by the management.

Our audit procedures included, among others, the following:

Assessed the appropriateness of the determination of cash-generating units;
Assessed the methodology adopted and the mathematical accuracy of the discounted cash flow forecast calculations;
Reviewed the cash flow forecast prepared by management;
Assessed the reasonableness of the management's key assumptions used and judgements exercised on its discounted cash flow forecast such as revenue growth rate, profit margins and discount rates;
Performed sensitivity tests for a range of reasonable possible scenarios; and
Considered the completeness and accuracy of disclosures in the financial statements.

112

TEX CYCLE TECHNOLOGY (M) BERHAD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TEX CYCLE TECHNOLOGY (M) BERHAD

Information Other than the Financial Statements and Auditors' Report Thereon

The Directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements of the Group and of the Company and our auditors' report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Company's internal control.

TEX CYCLE TECHNOLOGY (M) BERHAD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TEX CYCLE TECHNOLOGY (M) BERHAD

Auditors' Responsibilities for the Audit of the Financial Statements (Continued)

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's or the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

114

TEX CYCLE TECHNOLOGY (M) BERHAD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TEX CYCLE TECHNOLOGY (M) BERHAD

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume any responsibility to any other person for the content of this report.

HLB LER LUM CHEW PLT
(201906002362 & AF0276)
Chartered Accountants

26 MARCH 2026
KUALA LUMPUR

TEH WEIL XUAN
Approved Number: 03453/10/2027 J
Chartered Accountant

115

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

	Note	Group		Company
		2025 RM	2024 RM Restated	2025 RM	2024 RM Restated
ASSETS
Non-Current Assets
Property, plant and equipment	3	161,105,418	111,939,687	-	-
Right-of-use assets	4	1,277,682	227,353	-	-
Intangible assets	5	1,667,500	2,223,622	-	-
Investment in subsidiaries	6	-	-	100,770,791	45,245,392
Investment in associates	7	5,358,950	5,618,272	-	-
Other investments	8	26,000,000	26,000,000	20,000,000	20,000,000
Deferred tax assets	9	54,974	-	-	-
Total Non-Current Assets		195,464,524	146,008,934	120,770,791	65,245,392
Current Assets
Inventories	10	13,106,582	460,479	-	-
Trade receivables	11	13,524,065	7,744,235	-	-
Other receivables	12	20,235,473	19,701,543	940,825	1,232,086
Investment in quoted shares	13	35,227,720	38,241,160	35,227,720	38,241,160
Amount owing by subsidiaries	14	-	-	28,279,402	22,770,252
Tax recoverable		3,905,021	2,225,518	49,894	2,545
Cash and bank balances	15	7,657,509	21,071,976	2,356,451	9,973,273
		93,656,370	89,444,911	66,854,292	72,219,316
Non-current assets held for sale	16	8,000,000	-	-	-
Total Current Assets		101,656,370	89,444,911	66,854,292	72,219,316
Total Assets		297,120,894	235,453,845	187,625,083	137,464,708

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2025 (CONT'D)

		Group		Company
		2025 RM	2024 RM Restated	2025 RM	2024 RM Restated
EQUITY AND LIABILITIES
EQUITY
Equity attributable to owners of the Company
Share capital	17(a)	57,632,794	57,632,794	57,632,794	57,632,794
Treasury shares	17(b)	(16,542,868)	(1,051,552)	(16,542,868)	(1,051,552)
Foreign currency translation reserve	18	(8,499)	(2,869)	-	-
Retained earnings		152,106,721	129,749,940	106,748,088	70,492,244
		193,188,148	186,328,313	147,838,014	127,073,486
Non-controlling interests	6(b)	2,562,860	3,000,411	-	-
Total Equity		195,751,008	189,328,724	147,838,014	127,073,486
LIABILITIES
Non-Current Liabilities
Lease liabilities	19	319,573	201,338	-	-
Borrowings	20	55,845,531	25,474,976	31,370,622	-
Deferred tax liabilities	9	3,900,494	1,396,992	-	-
Total Non-Current Liabilities		60,065,598	27,073,306	31,370,622	-
Current Liabilities
Trade payables	21	3,340,182	65,295	-	-
Contract liabilities	22	118,094	-	-	-
Other payables	23	17,661,288	13,229,712	89,200	92,380
Amount owing to subsidiaries	14	-	-	2,895,247	10,298,842
Lease liabilities	19	882,023	71,081	-	-
Borrowings	20	18,668,156	5,439,925	5,432,000	-
Tax payable		634,545	245,802	-	-
Total Current Liabilities		41,304,288	19,051,815	8,416,447	10,391,222
Total Liabilities		101,369,886	46,125,121	39,787,069	10,391,222
Total Equity and Liabilities		297,120,894	235,453,845	187,625,083	137,464,708

The accompanying notes form an integral part of the financial statements.

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
Revenue	24	57,651,263	36,199,308	20,575,013	550,000
Cost of sales		(35,733,557)	(13,400,923)	-	-
Gross profit		21,917,706	22,798,385	20,575,013	550,000
Other income		37,902,461	26,880,170	16,319,444	10,316,220
Administrative expenses		(32,100,970)	(28,816,571)	(928,073)	(895,763)
Selling and distribution costs		(1,713,761)	(1,523,628)	(104,973)	(76,224)
Other expenses		(1,142,064)	-	-	-
Finance costs		(2,554,170)	(1,371,173)	(795,690)	-
Finance income		1,676,925	1,503,690	1,502,221	1,284,931
Share of result of associates	7	352,306	(8,010)	-	-
Profit before taxation	25	24,338,433	19,462,863	36,567,942	11,179,164
Taxation	26	(2,416,790)	(3,131,917)	(312,098)	(305,909)
Profit for the financial year		21,921,643	16,330,946	36,255,844	10,873,255

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
Other comprehensive loss:
Items that may be reclassified subsequently to profit or loss:
- Share of other comprehensive loss of associate		(8,043)	(17,890)	-	-
- Reclassification of foreign currency translation differences upon derecognition of a joint venture		-	(51,174)	-	-
		(8,043)	(69,064)	-	-
Total comprehensive income for the financial year		21,913,600	16,261,882	36,255,844	10,873,255
Profit for the financial year attributable to:
- Owners of the Company		22,356,781	16,628,571	36,255,844	10,873,255
- Non-controlling interests	6(b)	(435,138)	(297,625)	-	-
		21,921,643	16,330,946	36,255,844	10,873,255
Total comprehensive income for the financial year attributable to:
- Owners of the Company		22,351,151	16,564,874	36,255,844	10,873,255
- Non-controlling interests	6(b)	(437,551)	(302,992)	-	-
		21,913,600	16,261,882	36,255,844	10,873,255
Earnings per share attributable to owners of the Company (sen)
- Basic	27	8.05	6.31
- Diluted	27	8.05	6.31

The accompanying notes form an integral part of the financial statements.

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

Group	Note	Attributable to owners of the Company
		Non-distributable		Foreign Currency Translation Reserve RM		Distributable		Total Equity RM
		Share Capital RM	Treasury Shares RM	Retained Earnings RM	Total RM	Non-Controlling Interests RM	Total Equity RM
At 1 January 2025		57,632,794	(1,051,552)	(2,869)	129,749,940	186,328,313	3,000,411	189,328,724
Profit/(Loss) for the financial year		-	-	-	22,356,781	22,356,781	(435,138)	21,921,643
Other comprehensive loss:
- Share of other comprehensive loss of associate		-	-	(5,630)	-	(5,630)	(2,413)	(8,043)
Total comprehensive income/(loss) for the financial year		-	-	(5,630)	22,356,781	22,351,151	(437,551)	21,913,600
Transactions with owners:
Shares buy back	17(b)	-	(15,491,316)	-	-	(15,491,316)	-	(15,491,316)
Total transactions with owners		-	(15,491,316)	-	-	(15,491,316)	-	(15,491,316)
At 31 December 2025		57,632,794	(16,542,868)	(8,499)	152,106,721	193,188,148	2,562,860	195,751,008

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

Group	Note	Attributable to owners of the Company
		Non-distributable		Foreign Currency Translation Reserve RM		Distributable		Total Equity RM
		Share Capital RM	Treasury Shares RM	Retained Earnings RM	Total RM	Non-Controlling Interests RM	Total Equity RM
At 1 January 2024		26,382,794	(1,051,552)	60,828	113,121,369	138,513,439	1,639,199	140,152,638
Profit/(Loss) for the financial year		-	-	-	16,628,571	16,628,571	(297,625)	16,330,946
Other comprehensive loss:
- Share of other comprehensive loss of associate		-	-	(12,523)	-	(12,523)	(5,367)	(17,890)
- Reclassification of foreign currency translation differences upon derecognition of a joint venture		-	-	(51,174)	-	(51,174)	-	(51,174)
Total comprehensive income/(loss) for the financial year		-	-	(63,697)	16,628,571	16,564,874	(302,992)	16,261,882
Transactions with owners:
Acquisition of a new subsidiary	6(a)	-	-	-	-	-	194,204	194,204
Acquisition of additional interest in a subsidiary	6(b)	-	-	-	-	-	1,470,000	1,470,000
Issuance of ordinary shares	17(a)	31,250,000	-	-	-	31,250,000	-	31,250,000
Total transactions with owners		31,250,000	-	-	-	31,250,000	1,664,204	32,914,204
At 31 December 2024		57,632,794	(1,051,552)	(2,869)	129,749,940	186,328,313	3,000,411	189,328,724

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

Company	Note	Non-distributable		Distributable Retained Earnings
		Share Capital RM	Treasury Shares RM	RM	Total RM
At 1 January 2025		57,632,794	(1,051,552)	70,492,244	127,073,486
Shares buy back	17(b)	-	(15,491,316)	-	(15,491,316)
Profit/Total comprehensive income for the financial year		-	-	36,255,844	36,255,844
At 31 December 2025		57,632,794	(16,542,868)	106,748,088	147,838,014
At 1 January 2024		26,382,794	(1,051,552)	59,618,989	84,950,231
Issuance of ordinary shares	17(a)	31,250,000	-	-	31,250,000
Profit/Total comprehensive income for the financial year		-	-	10,873,255	10,873,255
At 31 December 2024		57,632,794	(1,051,552)	70,492,244	127,073,486

The accompanying notes form an integral part of the financial statements.

STATEMENTS OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
OPERATING ACTIVITIES
Profit before tax		24,338,433	19,462,863	36,567,942	11,179,164
Adjustments for:
Amortisation of intangible assets	5	17,643	2,946	-	-
Bad debts written back		(3,924)	(40,721)	-	-
Bad debts written off		-	5,261,989	-	-
Depreciation of property, plant and equipment	3	5,034,145	4,403,054	-	-
Depreciation of right-of-use assets	4	469,683	75,439	-	-
Dividend income from investment in unit trusts		-	(28,983)	-	(28,983)
Dividend income from quoted equity investments		-	(65,436)	-	(65,436)
Dividend income received from subsidiaries			-	(20,575,013)	(550,000)
Fair value gain on quoted equity investments		(1,193,914)	(9,557,946)	(1,193,914)	(9,557,946)
Gain on bargain purchase		(14,046,558)	-	-	-
Gain on disposal of joint venture		-	(52,995)	-	-
Gain on disposal of non-current assets held for sale		-	(15,039,616)	-	-
Gain on disposal of quoted shares		(8,425,530)	(663,766)	(8,425,530)	(663,766)
Gain on disposal of property, plant and equipment		(65,488)	-	-	-
Gain on performance guarantee		(6,700,000)	-	(6,700,000)	-
Gain on remeasurement of non-current assets held for sale		(6,695,524)	-	-	-
Interest expenses		2,554,170	1,371,173	795,690	-
Interest income		(1,676,925)	(1,503,690)	(1,502,221)	(1,284,931)
(Reversal of impairment loss)/Impairment loss on trade receivables	31	(275,098)	54,169	-	-
Impairment on goodwill		538,479	-	-	-
Impairment on investment in associates		603,585	-	-	-

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
OPERATING ACTIVITIES(CONTINUED)
Property, plant and equipment written off		14,042,360	8,248,157	-	-
Share of results of associates		(352,306)	8,010	-	-
Unrealised gain on foreign exchange		5,457	(144,560)	-	-
Operating profit/(loss) before working capital changes		8,168,688	11,790,087	(1,033,046)	(971,898)
Changes in working capital:
Inventories		953,528	(179,358)	-	-
Trade receivables		417,821	(1,630,532)	-	-
Other receivables		2,003,699	(11,393,829)	291,261	(1,186,539)
Trade payables		(858,922)	(18,623)	-	-
Other payables		55,607	8,910,395	(3,180)	44,380
Related parties balance		-	-	(12,912,745)	(12,801,958)
		2,571,733	(4,311,947)	(12,624,664)	(13,944,117)
Cash generated from/(used in) operations		10,740,421	7,478,140	(13,657,710)	(14,916,015)
Interest received		1,458,278	1,285,043	1,502,221	1,284,931
Tax refund		568,675	212	553	-
Tax paid		(3,466,832)	(4,688,366)	(360,000)	(307,267)
		(1,439,879)	(3,403,111)	1,142,774	977,664
Net cash generated from/(used in) operating activities		9,300,542	4,075,029	(12,514,936)	(13,938,351)
INVESTING ACTIVITIES
Acquisition of medium-term notes		-	(20,000,000)	-	(20,000,000)
Acquisition of a subsidiary, net of cash acquired		(51,742,546)	(407,881)	-	-
Acquisition of redeemable preference shares		-	(6,000,000)	-	-
Dividends received from subsidiaries		-	-	20,575,013	550,000
Dividends received from quoted shares		-	65,436	-	65,436
Net cash consideration paid for the acquisition of a subsidiary	6(a)	-	-	(48,825,399)	(632,710)
Net proceeds of quoted shares		12,632,884	1,056,412	12,632,884	1,056,412
Net proceeds of investment in unit trusts		-	28,983	-	28,983
Proceeds from disposal of joint venture		-	1,821	-	-
Proceeds from disposal of non-current assets held for sale		-	19,000,000	-	-
Proceeds from disposal of property, plant and equipment		5,338,790	-	-	-
Purchase of intangible assets		-	(88,380)	-	-
Purchase of property, plant and equipment	B	(10,252,821)	(24,846,631)	-	-
Net cash used in investing activities		(44,023,693)	(31,190,240)	(15,617,502)	(18,931,879)

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
FINANCING ACTIVITIES
Drawdown of term loans	A	6,329,392	3,411,000	-	-
Drawdown of revolving credits	A	41,000,000	2,000,000	38,000,000	-
Interest paid		(2,786,775)	(1,420,048)	(795,690)	-
Proceeds from issuance of shares		-	31,250,000	-	31,250,000
Proceeds from subscription of shares by non-controlling interests		-	1,470,000	-	-
Repurchase of own shares		(15,491,316)	-	(15,491,316)	-
Repayment of lease liabilities	A	(493,304)	(67,654)	-	-
Repayment of term loans	A	(9,583,580)	(6,595,674)	(1,197,378)	-
Net cash generated from financing activities		18,974,417	30,047,624	20,515,616	31,250,000
Net (decrease)/increase in cash and cash equivalents		(15,748,734)	2,932,413	(7,616,822)	(1,620,230)
Effect of exchange rate changes		(5,457)	(1,580)	-	-
Cash and cash equivalents at the beginning of the financial year		21,071,976	18,141,143	9,973,273	11,593,503
Cash and cash equivalents at the end of the financial year		5,317,785	21,071,976	2,356,451	9,973,273
Cash and cash equivalents at the end of the financial year comprises:
Cash and bank balances		7,657,509	21,071,976	2,356,451	9,973,273
Bank overdraft	20	(2,339,724)	-	-	-
		5,317,785	21,071,976	2,356,451	9,973,273

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

NOTES TO STATEMENTS OF CASH FLOWS

A. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

| Group | 1.1.2025
RM | Additions
RM | Acquisition of a subsidiary
RM | Cash flows
RM | 31.12.2025
RM |
| --- | --- | --- | --- | --- | --- |
| Term loans | 28,914,901 | 6,329,392 | 3,513,250 | (8,520,224) | 30,237,319 |
| Revolving credit | 2,000,000 | 41,000,000 | - | (1,063,356) | 41,936,644 |
| Lease liabilities | 272,419 | 425,482 | 996,999 | (493,304) | 1,201,596 |
| Total liabilities from financing activities | 31,187,320 | 47,754,874 | 4,510,249 | (10,076,884) | 73,375,559 |
| | 1.1.2024
RM | Additions
RM | Acquisition of a subsidiary
RM | Cash flows
RM | 31.12.2024
RM |
| Term loans | 32,099,575 | 3,411,000 | - | (6,595,674) | 28,914,901 |
| Revolving credit | - | 2,000,000 | - | - | 2,000,000 |
| Lease liabilities | 292,284 | - | 47,789 | (67,654) | 272,419 |
| Total liabilities from financing activities | 32,391,859 | 5,411,000 | 47,789 | (6,663,328) | 31,187,320 |
| Company | | 1.1.2025
RM | Additions
RM | Cash flows
RM | 31.12.2025
RM |
| Revolving credit | | - | 38,000,000 | (1,197,378) | 36,802,622 |

TEX CYCLE TECHNOLOGY (M) BERHAD

STATEMENTS OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (CONT'D)

NOTES TO STATEMENTS OF CASH FLOWS (CONTINUED)

B. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT

	Group
	2025
RM	2024
RM
Cash payment	10,252,821	24,846,631
Term loans	-	48,875
Total addition	10,252,821	24,895,506

The accompanying notes form an integral part of the financial statements.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2025

1. General Information

The principal activity of the Company is that of investment holding.

The principal activities of the subsidiary companies are stated in Note 6 to the financial statements.

The Company is a public limited liability company, incorporated under the Companies Act, 1965 and domiciled in Malaysia, and is listed on the ACE Market of Bursa Malaysia Securities Berhad.

The registered office of the Company is located at Unit 521, 5th Floor, Lobby 6, Block A Damansara Intan, No.1 Jalan SS20/27, 47400 Petaling Jaya, Selangor Darul Ehsan.

The principal place of business of the Company is located at Lot 8942, Jalan Telok Gong, 42000 Pelabuhan Klang, Selangor Darul Ehsan.

2. Basis of Preparation and Material Accounting Policy Information

(a) Basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Malaysian Financial Reporting Standards ("MFRS"), International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

The financial statements have been prepared under the historical cost convention unless otherwise disclosed.

The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also requires the Directors to exercise their judgement in the process of applying the Group's and the Company's accounting policies. Although these estimates and judgement are based on the Directors' best knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgemental or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2(b) to the financial statements.

Amendments to accounting standard that are effective for the Group's and the Company's financial year beginning on or after 1 January 2025 are as follows:

Amendments to MFRS 121, "The Effects of Changes in Foreign Exchange Rates" (Lack of Exchangeability)

The above amendments to accounting standards effective during the financial year do not have any significant impact to the financial results and position of the Group and of the Company.

Accounting standard and amendments to accounting standards that are applicable for the Group and the Company in the following years but are not yet effective:

Amendments to MFRS 121, "The Effects of Changes in Foreign Exchange Rates" (Lack of Exchangeability)

128

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(a) Basis of preparation (continued)

Annual periods beginning on/after 1 January 2026

Annual Improvements to MFRS Accounting Standards – Volume 11
Amendments to MFRS 1, “First-time Adoption of Malaysian Financial Reporting Standards”
Amendments to MFRS 7, “Financial Instruments: Disclosures”
Amendments to MFRS 9, “Financial Instruments”
Amendments to MFRS 10, “Consolidated Financial Statements”
Amendments to MFRS 107, “Statement of Cash Flows”
Amendments to MFRS 9, “Financial Instruments” and MFRS 7, “Financial Instruments: Disclosures” (Classification and Measurement of Financial Instruments)

Annual periods beginning on/after 1 January 2027

MFRS 18 “Presentation and Disclosure in Financial Statements”
MFRS 19 “Subsidiaries without Public Accountability: Disclosure”

Accounting standard and amendments to accounting standards that are applicable for the Group and the Company in the following years but are not yet effective:

Effective date yet to be determined by the Malaysian Accounting Standards Board

Amendments to MFRS 10, “Consolidated Financial Statements” and MFRS 128, “Investments in Associates and Joint Ventures” (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture)

The adoption of the accounting standard and amendments to accounting standards are not expected to have any significant impact to the financial statements of the Group and of the Company.

(b) Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They affect the application of the Group’s and the Company’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an ongoing basis and are based on historical experience and other relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key assumptions concerning the future and other key sources of estimation or uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below:

(i) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

(ii) Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. When such indicators exist, recoverable amounts of the cash-generating unit are determined based on the value-in-use calculation. These calculations require the estimation of the expected future cash flows from the cash generating unit and a suitable discount rate is applied in order to calculate the present value of those cash flows.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(c) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The financial statements are presented in Ringgit Malaysia ("RM"), which is the Company's functional and presentation currency.

(d) Basis of consolidation

(i) Subsidiary companies

Subsidiaries are entities, including structured entities, controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The Group considers it has de-facto power over an investee when, despite not having the majority of voting rights, it has the current ability in circumstances where the size of the Group's voting rights relative to the size and dispersion of holdings of other shareholders to direct the activities of the investee that significantly affect the investee's return.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Business combinations are accounted for using the acquisition method on the acquisition date. The consideration transferred includes the fair value of assets transferred, equity interest issued by the Group and liabilities assumed. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net assets.

Acquisition-related costs are recognised in the profit or loss as incurred.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquire and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recognised as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the profit or loss.

Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions. Any difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities, any non-controlling interests and other components of equity related to the disposed subsidiary. Any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset depending on the level of influence retained.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(d) Basis of consolidation (continued)

(ii) Associates

Associates are all entities over which the Group has significant influence but not control or joint control, over the financial and operating policies. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition.

The Group's share of post-acquisition profit or loss is recognised in profit or loss and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. Dividends received or receivable from an associate are recognised as a reduction in the carrying amount of the investment.

When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

If the ownership interest in an associate is reduced but significant influence is retained, the proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate. Dilution gains or losses arising from investments in associates are recognised in profit or loss.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment if the carrying value exceeds the recoverable amount of the associate and recognises the difference as impairment losses in profit or loss.

(e) Investments in subsidiaries, associates and joint venture

Investments in subsidiaries, associates and joint venture are carried at cost less accumulated impairment losses. On disposal of investments in subsidiaries, associates and joint venture, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.

(f) Operating segments

Operating segments are reported in a manner consistent with the internal reporting and are regularly reviewed by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group's Chief Executive Officer that make strategic decisions.

131

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(g) Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except for differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in other comprehensive income and accumulated in the translation reserve.

Non-monetary items denominated in foreign currencies measured at fair value are translated using the spot exchange rates at the date when the fair value was determined. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss, except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income.

(h) Property, plant and equipment

(i) Recognition and measurement

All property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Cost also includes borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are recognised as expenses in profit or loss during the financial year in which they are incurred.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposals are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised in net in the profit or loss.

(ii) Depreciation and impairment

Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use. Other property, plant and equipment are depreciated on the straight-line method to allocate the cost to their residual values over their estimated useful lives as follows:

Leasehold land	0.5% - 1%
Freehold building	2%
Leasehold buildings	1% - 2%
Office equipment, furniture and fittings and renovation	10% - 20%
Factory equipment and electrical installation	5% - 20%
Motor vehicles	20%
Computers	20% - 40%

Depreciation methods, useful lives and residual values are reassessed at each reporting year, and adjusted as appropriate.

At the end of the reporting year, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount.

132

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(i) Intangible assets

(i) Goodwill arising on consolidation

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group's interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units ("CGUs"), or groups of CGUs, that is expected to benefit from the synergies of the combination.

Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

(ii) Patent license

Patent license is recognised as an asset and initially measured at cost.

Patent license is carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised in profit or loss on straight-line basis to allocate the cost over its estimated useful lives of 5 years.

At the end of the reporting period, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount.

(j) Impairment of non-financial assets

Assets that have an indefinite useful life, such as goodwill or intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.

An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount.

Impairment losses are recognised in profit or loss unless it reverses a previous revaluation in which it is charged to the revaluation surplus. Impairment losses recognised in prior years are assessed at the end of each reporting year for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset's carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised.

133

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(j) Impairment of non-financial assets (continued)

An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount.

(k) Financial assets

(i) Classification

The Group and the Company classify its financial assets in the following measurement categories:

Amortised cost; and
Fair value through profit or loss ("FVTPL")

The classification depends on the Group's business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

The Group and the Company reclassify debt instruments when and only when its business model for managing those assets changes.

(ii) Recognition and initial measurement

Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Group and the Company commit to purchase or sell the asset.

At initial recognition, the Group and the Company measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(k) Financial assets (continued)

(iii) Subsequent measurement

Debt instruments

Debt instruments mainly comprise of cash and cash equivalents, trade and other receivables, investment in unit trusts, investment in quoted shares, amounts owing by subsidiary companies and amount owing by a joint venture.

Subsequent measurement of debt instruments depends on the Group's and the Company's business model for managing the asset and the cash flow characteristics of the asset:

Amortised cost

Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.

FVTPL

Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortised cost or FVOCI are classified as FVTPL. Movement in fair values and interest income is recognised in profit or loss in the year in which it arises.

(iv) Impairment

The Group and the Company assess expected credit losses associated with its debt instruments carried at amortised cost on a forward-looking basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk. Expected credit losses represent a probability-weighted estimate of the difference between present value of cash flows according to contract and present value of cash flows of the Group and the Company expect to receive, over the remaining life of the financial instrument.

For trade receivables, the Group and the Company apply the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the identified impairment loss was immaterial.

In measuring expected credit losses, trade receivables are grouped based on shared credit risk characteristics and days past due.

In calculating the expected credit loss rates, the Group and the Company consider historical loss rates for each category of customers and adjusts to reflect current and forward-looking factors affecting the ability of the customers to settle the receivables.

135

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(k) Financial assets (continued)

(iv) Impairment (continued)

The Group and the Company define a financial instrument as default, which is aligned with the definition of credit-impaired, when the debtor meets unlikeliness to pay criteria, which indicates the debtor is in significant financial difficulty. The Group and the Company consider the following instances:

The debtor is in breach of financial covenants
Concessions have been made by the Group and the Company related to the debtor's financial difficulty
It is becoming probable that the debtor will enter bankruptcy or other financial reorganisation
The debtor is insolvent

Financial assets that are credit-impaired are assessed for impairment on an individual basis.

The Group and the Company write off financial assets, in whole or in part, when it has exhausted all practical recovery efforts and has concluded there is no reasonable expectation of recovery. The assessment of no reasonable expectation of recovery is based on unavailability of debtor's sources of income or assets to generate sufficient future cash flows to repay the amount. The Group and the Company may write-off financial assets that are still subject to enforcement activity.

(l) Financial liabilities

Financial liabilities are initially recognised at fair value net of transaction costs for all financial liabilities not carried at fair value through profit or loss. Financial liabilities carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in profit or loss.

Fair value through profit or loss category comprises financial liabilities that are derivatives (except for a derivative that is a financial guarantee or a designated and effective hedging instrument) or financial liabilities that are specifically designated into this category upon initial recognition.

All financial liabilities are subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profit or loss.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair values with the gain or loss recognised in profit or loss.

(m) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount presented in the statements of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(n) Inventories

Inventories are valued at the lower of cost and net realisable value after adequate allowance has been made for all deteriorated, damaged, obsolete or slow-moving inventories.

Cost is determined using the weighted average method. The cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads based on normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(o) Cash and cash equivalents

Cash and cash equivalents consist of cash and bank balances and highly liquid investments which have an insignificant risk of changes in fair value with original maturities of three months or less, and are used by the Group and the Company in the management of their short-term commitments. For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits.

(p) Equity

(i) Share capital

Ordinary shares and irredeemable convertible preference shares with discretionary dividends are classified as equity. Other shares are classified as equity and/or liability according to the economic substance of the particular instrument.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

(ii) Treasury shares

Where the Company or its subsidiaries purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental external costs, net of tax, is included in equity attributable to the Company's equity holders as treasury shares until they are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related tax effects, are included in equity attributable to the Company's equity holders.

(q) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial year of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

137

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(r) Current and deferred income tax

The tax expense for the financial year comprises current and deferred income tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the financial year, using tax rates enacted or substantively enacted by the end of the reporting year, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is recognised, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability transaction other than business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the end of the reporting year and are expected to apply when related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax losses or unused tax credits can be utilised.

Deferred and current tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

(s) Employee benefits

(i) Short-term employee benefits

Short-term employee benefit obligations in respect of salaries and annual bonuses are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund ("EPF"). Such contributions are recognised as an expense in profit or loss in the year to which they relate.

(iii) Share-based payments

Eligible employees of the Group and of the Company received remuneration in the form of share grant as consideration for services rendered. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the grant at the date on which the grant is granted.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(t) Provisions

A provision is recognised if, as a result of a past event, the Group and the Company have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

When the Group and the Company expect a provision to be reimbursed (for example, under an insurance contract), the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

(u) Revenue and income recognition

(i) Revenue from contracts with customers

Revenue is recognised by reference to each distinct performance obligation promised in the contract with customer when or as the Group transfers the control of the goods or services promised in a contract and the customer obtains control of the goods or services. Depending on the substance of the respective contract with customer, the control of the promised goods or services may transfer over time or at a point in time.

A contract with customer exists when the contract has commercial substance, the Group and its customer have approved the contract and they intended to perform their respective obligations, the Group's and the customer's rights regarding the goods or services to be transferred and the payment terms can be identified, and it is probable that the Group will collect the consideration to which it will be entitled to in exchange of those goods or services.

Sales of goods and rendering of services

The Group provides services on waste management which includes the provision of waste recovery and recycling services and rental of recycled products. Revenue from providing services is recognised at point of time when the services are rendered at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. Some services include multiple deliverables, such as the sales of the chemical products and services. It is accounted for as a separate performance obligation. In this case, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. The revenue from sales of goods is recognised at a point in time, which is typically on delivery of the goods. Goods are sold when the customer obtains control of the asset. All the contracts are completed at the adoption date. The revenue is recognised net of any related rebates, discounts and tax.

Sales of electricity through solar energy generation

The Group sells electricity generated through its self-constructed and leased solar plant under a renewable energy power purchase agreement which ranged from 15 to 25 years (2024: 15 to 25 years). The contract with customers is for the supply of electricity based on tariff rates as set out in the provision of the Electricity Supply Act 1990. Collection of the contract consideration from customers is considered probable.

The promise to supply electricity represents a promise to transfer a series of distinct goods that are substantially the same and that have the same pattern of transfer to the customer. The performance obligation to deliver electricity is satisfied over time as the customers simultaneously received and consumed the benefits provided by the Group's performance. Hence, electricity revenue is recognised over time by the Group when electricity is consumed by customers.

139

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(u) Revenue and income recognition (continued)

(i) Revenue from contracts with customers (continued)

Solar plant operation and maintenance services

The Group provides operation and maintenance services for large-scale solar farms, which include regular monitoring, maintenance, and performance optimisation of solar power systems. Revenue from these services is recognised over time, as the customer simultaneously receives and consumes the benefits of the services provided.

Revenue is typically recognised on a straight-line basis over the contract period, as the services are provided on a recurring basis for a fixed monthly fee. If the contract includes additional performance obligations, such as ad-hoc repairs or component replacements, the transaction price is allocated to each distinct performance obligation based on the stand-alone selling prices. Revenue is recognised net of any related rebates, discounts, and taxes.

(ii) Other revenue and income

Revenue and income from other sources are recognised as follows:

Consultation income

Consultation income is recognised when the right to receive payment is established and to the extent that is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.

Dividend income

Dividend income is recognised when the right to receive payment is established.

Rental income

Rental income is recognised on a straight-line basis over the tenure of the lease.

Interest income

Interest income is recognised on an accrual basis using the effective interest method.

(v) Leases

(i) Accounting by lessee

Leases are recognised as right-of-use assets and a corresponding liability at the commencement date on which the leased asset is available for use by the Group.

In determining the lease term, the Group considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension or termination options are taken into consideration in determining the lease term if it is reasonably certain that the lease will be extended or terminated.

Right-of-use assets are initially measured at cost comprising the following:

The amount of the initial measurement of lease liability;
Any lease payments made at or before the commencement date less any lease incentive received;
Any initial direct costs; and
Decommissioning or restoration costs

140

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(v) Leases (continued)

(i) Accounting by lessee (continued)

Right-of-use assets are subsequently measured at cost, less accumulated depreciation and impairment loss. The right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain that it will exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Lease liabilities are initially measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee's incremental borrowing rate is used. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease year so as to produce a constant yearly rate of interest on the remaining balance of the liability for each year.

Short-term leases are leases with a lease term of 12 months or less. Payments associated with short-term leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss.

(ii) Accounting by lessor

The Group determines at lease inception whether each lease is a finance lease or operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset to the lessee.

Operating leases

The Group classifies a lease as an operating lease if the lease does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee.

The Group recognises lease payments received under operating leases as lease income on a straight-line basis over the lease term.

141

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

2. Basis of Preparation and Material Accounting Policy Information (Continued)

(w) Investment properties

Investment properties are properties which are owned or right-of-use asset held under a lease contract to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply or services or for administrative purposes.

Investment properties are treated as long-term investment and are measured at cost, including transaction costs less any accumulated depreciation and impairment losses. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property.

The principal annual amortisation rate used are as follows:

Leasehold land	1% - 2%
Buildings	2%

Investment properties are derecognised when either they are disposed of or when they are permanently withdrawn from uses and no future economic benefit is expected from the disposal. Any gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the financial year of retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. When the Group uses the cost model, transfers between investment properties, owner-occupied properties and inventories do not change the carrying amount of the properties transferred and they do not change the cost of that properties for measurement or disclosure purposes.

142

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Property, Plant and Equipment

Group	Note	Freehold land RM	Leasehold land RM	Freehold building RM	Leasehold buildings RM	Office equipment, furniture and fittings and renovation RM	Factory equipment, electrical installation and renewable energy RM	Motor vehicles RM	Computers RM	Capital work-in-progress RM	Total RM
Cost
At 1 January 2025		870,968	22,338,055	782,877	13,684,693	2,268,002	61,069,521	4,324,475	694,119	41,146,208	147,178,918
Additions		-	-	-	23,250	81,741	6,884,852	-	73,792	3,189,186	10,252,821
Acquisition of a subsidiary	6(a)		2,549,886	-	34,953,271	766,104	72,882,202	1,532,188	339,150	1,046,269	114,069,070
Borrowing costs capitalised at 4.52 - 4.74% per annum		-	-	-	-	-	-	-	-	232,605	232,605
Disposal		-	(34,941)	-	-	(1,340)	(7,812,075)	-	-	-	(7,848,356)
Write-off		-	-	-	(226,000)	(3,942)	(109,684)	-	-	(13,811,158)	(14,150,784)
Transfer to non-current assets held for sale		(870,968)	-	(782,877)	-	-	-	-	-	-	(1,653,845)
Reclassification		-	-	-	-	-	10,493,414	-	92,223	(10,585,637)	-
At 31 December 2025		-	24,853,000	-	48,435,214	3,110,565	143,408,230	5,856,663	1,199,284	21,217,473	248,080,429

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Property, Plant and Equipment (Continued)

Group	Note	Freehold land RM	Leasehold land RM	Freehold building RM	Leasehold buildings RM	Office equipment, furniture and fittings and renovation RM	Factory equipment and electrical installation RM	Motor vehicles RM	Computers RM	Capital work-in-progress RM	Total RM
Accumulated depreciation
At 1 January 2025		-	3,219,255	333,711	2,394,564	1,315,000	23,752,919	3,611,266	612,516	-	35,239,231
Charge for the financial year		-	368,026	15,658	449,320	220,318	3,631,787	248,277	100,759	-	5,034,145
Acquisition of a subsidiary	6(a)	-	959,449	-	6,028,655	618,807	40,457,495	1,344,649	325,427	-	49,734,482
Disposal		-	(5,881)	-	-	(1,340)	(2,567,833)	-	-	-	(2,575,054)
Write-off		-	-	-	(26,178)	(3,939)	(78,307)	-	-	-	(108,424)
Transfer to non-current assets held for sale		-	-	(349,369)	-	-	-	-	-	-	(349,369)
At 31 December 2025		-	4,540,849	-	8,846,361	2,148,846	65,196,061	5,204,192	1,038,702	-	86,975,011
Carrying amount
At 31 December 2025		-	20,312,151	-	39,588,853	961,719	78,212,169	652,471	160,582	21,217,473	161,105,418

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Property, Plant and Equipment (Continued)

Group	Freehold land RM	Leasehold land RM	Freehold building RM	Leasehold buildings RM	Office equipment, furniture and fittings and renovation RM	Factory equipment and electrical installation RM	Motor vehicles RM	Computers RM	Capital work-in-progress RM	Total RM
Cost
At 1 January 2024	870,968	19,929,187	782,877	13,684,693	2,142,248	60,523,005	4,324,473	642,723	26,403,398	129,303,572
Additions	-	-	-	-	13,608	702,383	-	52,802	24,077,838	24,846,631
Acquisition of a subsidiary	-	-	-	-	-	90,380	-	-	-	90,380
Borrowing costs capitalised at 4.52 - 4.74% per annum	-	-	-	-	-	-	-	-	48,875	48,875
Write-off	-	-	-	-	-	(7,113,284)	-	(11,148)	(2,344,131)	(9,468,563)
Transfer from non-current assets held for sale	-	2,408,868	-	-	-	-	-	-	110,560	2,519,428
Reclassification	-	-	-	-	112,146	6,867,037	2	9,742	(7,150,332)	(161,405)
At 31 December 2024	870,968	22,338,055	782,877	13,684,693	2,268,002	61,069,521	4,324,475	694,119	41,146,208	147,178,918

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Property, Plant and Equipment (Continued)

Group	Freehold land RM	Leasehold land RM	Freehold building RM	Leasehold buildings RM	Office equipment, furniture and fittings and renovation RM	Factory equipment and electrical installation RM	Motor vehicles RM	Computers RM	Capital work-in-progress RM	Total RM
Accumulated depreciation
At 1 January 2024	-	2,875,883	318,054	2,130,597	1,062,929	21,941,806	3,274,180	567,940	-	32,171,389
Charge for the financial year	-	343,372	15,657	263,967	217,841	3,169,410	337,083	55,724	-	4,403,054
Acquisition of a subsidiary	-	-	-	-	-	46,599	-	-	-	46,599
Write-off	-	-	-	-	-	(1,209,258)	-	(11,148)	-	(1,220,406)
Reclassification	-	-	-	-	34,230	(195,638)	3	-	-	(161,405)
At 31 December 2024	-	3,219,255	333,711	2,394,564	1,315,000	23,752,919	3,611,266	612,516	-	35,239,231
Carrying amount
At 31 December 2024	870,968	19,118,800	449,166	11,290,129	953,002	37,316,602	713,209	81,603	41,146,208	111,939,687

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

3. Property, Plant and Equipment (Continued)

As of the reporting date, leasehold buildings and land with net carrying amounts of RM38,504,199 and RM17,960,857 (2024: RM9,978,308 and RM16,738,719) have been pledged as security for banking facilities disclosed in Note 20 to the financial statements. The Group is restricted from using these assets as security for other borrowings or selling them to another entity.

Additionally, the renewable energy power plant with a net carrying amount of RM16,975,887 (2024: RMNil) is also pledged as security for the banking facilities disclosed in Note 20.

Impairment assessment on property, plant and equipment - renewable energy power plant ("PPE - REEP")

The recoverable amount of PPE - REEP was determined based on value-in-use. Cash flow projections used in the value-in-use calculations were based on financial budgets approved by management covering a five-years period. The Group uses its judgement to decide the discount rates applied in the recoverable amount calculation and assumptions supporting the underlying cash flow projections, including forecast growth rates and gross profit margins.

The key assumptions used for the value-in-use calculations are as follows:

	2025	2024
	%	%
Annual revenue growth rate	0.0	0.0
Terminal growth rate	0.0	0.0
Pre-tax discount rate	14.0	14.0

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Right-of-Use Assets

Group	Note	Leasehold land RM	Leasehold Building RM	Plant and machineries RM	Furniture & fittings RM	Office equipment RM	Motor vehicles RM	Total RM
Cost
At 1 January 2025			47,789	-	262,039	35,757	167,601	513,186
Addition		181,887	138,449	96,205	-	8,941	-	425,482
Acquisition of a subsidiary	6(a)	-	1,460,839	-	-	-	328,214	1,789,053
At 31 December 2025		181,887	1,647,077	96,205	262,039	44,698	495,815	2,727,721
Accumulated depreciation
At 1 January 2025		-	23,895	-	160,595	14,749	86,594	285,833
Charge for the financial year		7,579	372,400	24,051	18,456	-	47,197	469,683
Acquisition of a subsidiary	6(a)	-	653,497	-	-	-	41,026	694,523
At 31 December 2025		7,579	1,049,792	24,051	179,051	14,749	174,817	1,450,039
Carrying amount
At 31 December 2025		174,308	597,285	72,154	82,988	29,949	320,998	1,277,682

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Right-of-Use Assets (Continued)

Group	Leasehold land RM	Leasehold Building RM	Plant and machineries RM	Furniture & fittings RM	Office equipment RM	Motor vehicles RM	Total RM
Cost
At 1 January 2024	-	-	-	262,039	35,757	167,601	465,397
Addition	-	47,789	-	-	-	-	47,789
At 31 December 2024	-	47,789	-	262,039	35,757	167,601	513,186
Accumulated depreciation
At 1 January 2024	-	-	-	150,438	6,883	53,073	210,394
Charge for the financial year	-	23,895	-	10,157	7,866	33,521	75,439
At 31 December 2024	-	23,895	-	160,595	14,749	86,594	285,833
Carrying amount
At 31 December 2024	-	23,894	-	101,444	21,008	81,007	227,353

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Intangible Assets

Group	Goodwill on consolidation RM	Patent license RM	Total RM
Cost
At 1 January 2024	1,599,709	-	1,599,709
Acquisition of a subsidiary	538,479	-	538,479
Addition	-	88,380	88,380
At 31 December 2025/1 January 2025/31 December 2025	2,138,188	88,380	2,226,568
Accumulated amortisation
At 1 January 2024	-	-	-
Charge during the financial year	-	2,946	2,946
At 31 December 2024/1 January 2025	-	2,946	2,946
Charge during the financial year	-	17,643	17,643
At 31 December 2025	-	20,589	20,589
Accumulated impairment
At 1 January 2024/31 December 2024/1 January 2025	-	-	-
Charge during the financial year	538,479	-	538,479
At 31 December 2025	538,479	-	538,479
Carrying amount
At 31 December 2025	1,599,709	67,791	1,667,500
At 31 December 2024	2,138,188	85,434	2,223,622

(a) Allocation of goodwill to Cash Generating Units ("CGU")

The Group's goodwill has been allocated to the respective CGUs as follows:

	Group
	2025 RM	2024 RM
Solar power purchase	1,015,772	1,015,772
Recovery and recycling services	583,937	583,937
Municipal waste solution	-	538,479
	1,599,709	2,138,188

Goodwill acquired in business combinations is allocated, at acquisition date, to CGUs that are expected to benefit from that business combination.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

5. Intangible Assets (Continued)

(b) Impairment test for goodwill on consolidation

The recoverable amount of the CGU is determined from value-in-use calculation. The key assumptions for the value-in-use calculation are those regarding the discount rate, growth rates and expected changes to selling prices and direct costs during the period. The Directors estimate discount rate using pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the CGU. The growth rates and changes in selling prices and direct costs are based on expectations of future changes in the market.

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

The Group prepares cash flow forecasts derived from the most recent financial budgets prepared by management and approved by the Directors covering a five-years period based on the following key assumptions:

	Solar power purchase		Recovery and recycling services		Municipal waste solution
	2025%	2024%	2025%	2024%	2025%	2024%
Annual revenue growth rate	(0.5)	(0.5)	-	-	-	-
Terminal growth rate	-	-	-	-	-	-
Pre-tax discount rate	8.0	8.0	14.0	14.0	-	11.0

Sensitivity to change in assumption

With regards to the assessment of value-in-use of the CGU, the Directors believe that no reasonably possible change in any of the above key assumptions would cause the carrying values of the CGU to materially differ from the recoverable amounts.

6. Investment in Subsidiaries

	Company
	2025 RM	2024 RM
Unquoted shares at cost	101,020,791	45,495,392
Less: Accumulated impairment loss	(250,000)	(250,000)
	100,770,791	45,245,392

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

6. Investment in Subsidiaries (Continued)

The details of direct and indirect subsidiaries, which principal place of business and country of incorporation are all in Malaysia, are as follows:

| Name of companies | Effective ownership and voting interest
2025 % | 2024 % | Principal activities |
| --- | --- | --- | --- |
| Direct subsidiaries:
Tex Cycle Sdn. Bhd. (“TCSB”) | 100 | 100 | Investment holding and management services. |
| Metro Koats Technology Sdn. Bhd. (“MKTSB”) | 100 | 100 | Manufacturing and marketing of chemical products. |
| Metro Envy Sdn. Bhd. (“MESB”) | 100 | 100 | Rental of investment property. |
| TC Chemical Sdn. Bhd. (“TCCSB”) | 100 | 100 | Trading of chemical products and other related by-products. |
| Ground Control Sdn. Bhd. (“GCSB”) | 55 | 55 | Supplier, retailer of organic goods and importer and exporter of fertilisers. |
| Meridian World Sdn. Bhd. (“MWSB”)* | 100 | - | Chemical processing, provision of waste water treatment facilities, waste recycling services and trading of industrial chemicals |
| Indirect subsidiaries:
Held through TCSB
- Tex Cycle (P2) Sdn. Bhd. (“TCP2SB”) | 100 | 100 | Recycling and recovery of scheduled wastes and trading of chemical and other products and manufacturing of chemical products. |
| - EFS MYSolar Sdn. Bhd. (“EFS”) | 70 | 70 | Investment holding and to carry on business in the renewable energy industry. |
| - Pakar B2E Sdn. Bhd. (“PB2ESB”) | 100 | 100 | Development of renewable energy power plant, procurement and processing of biomass solid fuel for renewable energy generation, trading and/or export the by-products obtained from the process. |
| - Lestari G2E Sdn. Bhd. (“LG2ESB”) | 100 | 100 | Development of renewable energy power plant, procurement and processing of biogas solid fuel for renewable energy generation, trading and/or export the by-products obtained from the process. |
| - Tex Evolusi Waste Management Sdn. Bhd. (“TEWM”) | 51 | 51 | Treatment and disposal of non-hazardous waste, remediation activities and other waste management services. |
| Held through EFS
- Revision Solar Sdn. Bhd. (“RSSB”) | 70 | 70 | Provision of equipment and consultancy services related to renewable energy. |
| - Klasik Aktif Sdn. Bhd. (“KASB”) | 70 | 70 | Provision of equipment and consultancy services related to renewable energy. |

152

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

6. Investment in Subsidiaries (Continued)

The details of direct and indirect subsidiaries, which principal place of business and country of incorporation are all in Malaysia, are as follows: (continued)

Name of companies	Effective of ownership and voting interest		Principal activities
	2025%	2024%
Indirect subsidiaries: (continued)
Held through MWSB
- Meridian Recycling Sdn. Bhd. ("MRSB")*	100	-	Chemical processing and the provision of waste recycling services.
- Meridian Environmental Engineering Sdn. Bhd. ("MEESB")*	100	-	Dormant.

Subsidiaries not audited by HLB Ler Lum Chew PLT.

(a) Acquisition of 100% of MWSB

On 4 August 2025, the Company completed the acquisition of 100% equity interest in MWSB, comprising 1,600,000 ordinary shares, for a total consideration of RM55,525,399, subject to adjustment pursuant to a performance guarantee arrangement. Consequently, MWSB became a wholly-owned subsidiary of the Company.

	RM
Details of the consideration transferred are:-
Purchase consideration	(55,525,399)
Less: Fair value of identifiable net assets acquired	69,571,957
Provisional gain on bargain purchase	14,046,558
	Fair value RM
The provisional fair values of the identifiable assets and liabilities recognised at the date of acquisition are as follows:-
Property, plant and equipment	64,334,588
Right-of-use assets	1,094,530
Inventories	13,599,631
Trade receivables	5,918,629
Other receivables	2,318,982
Tax recoverable	888
Cash and cash equivalents	439,904
Term loan	(3,513,250)
Bank overdraft	(3,357,051)
Lease liabilities	(996,999)
Deferred tax liabilities	(1,518,000)
Trade payables	(4,251,903)
Other payables	(4,260,723)
Contract liabilities	(115,246)
Tax payable	(122,023)
Identifiable net assets acquired	69,571,957

The provisional gain on bargain purchase arose as the fair value of the identifiable net assets acquired exceeded the consideration transferred, primarily due to the uplift in the fair value of the acquiree's property, plant and equipment, which had previously been carried at cost.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

6. Investment in Subsidiaries (Continued)

(a) Acquisition of 100% of MWSB (Continued)

Details of cash flow arising from the acquisition are as follows:-	RM
Purchase consideration	55,525,399
Less: Consideration not payable pursuant to performance guarantee	(6,700,000)
Cash consideration paid	48,825,399
Less: Cash and cash equivalents acquired	(439,904)
Add: Bank overdraft assumed	3,357,051
Net cash outflow from acquisition of subsidiary	51,742,546

The above allocations are provisional for valuation of net assets. Any subsequent adjustments within the measurement period of 12 months from the acquisition date to these provisional fair values upon finalisation of the detailed PPA exercise will be made against the provisional gain on bargain purchase as allowed under MFRS 3 "Business Combinations" paragraph 45.

Revenue and profit contribution

The acquired business contributed revenue of RM22,301,006 and net profit of RM756,797 to the Group from the period from 1 August 2025 to 31 December 2025.

Had Meridian been acquired from 1 January 2025, the consolidated revenue and consolidated profit for the financial year ended 31 December 2025 would have been RM80,034,083 and RM21,089,962 respectively.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

6. Investment in Subsidiaries (Continued)

(b) Material non-controlling interest

The Group's subsidiaries that have material non-controlling interests ("NCI") are as follows:

| | EFS Group*
RM | TEWM
RM | Others
RM | Total
RM |
| --- | --- | --- | --- | --- |
| Group
2025 | | | | |
| Carrying amount of NCI | 808,783 | 2,017,651 | (263,574) | 2,562,860 |
| Loss allocated to NCI | (125,535) | (7,335) | (302,268) | (435,138) |
| Total comprehensive loss allocated to NCI | (127,948) | (7,335) | (302,268) | (437,551) |
| NCI percentage of ownership and voting interest (%) | 30% | 49% | 45% | |

EFS Group represents the consolidated result of EFS, KASB and RSSB.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

7. Investment in Subsidiaries (Continued)

(b) Material non-controlling interest (continued)

The summary of financial information before intra-group elimination for the Group's subsidiaries that have material NCI is as below:

| | EFS Group*
RM | TEWM
RM |
| --- | --- | --- |
| 2025 | | |
| Summary of financial position | | |
| Non-current assets | 28,402,352 | 9,875,618 |
| Current assets | 3,888,205 | 1,295,229 |
| Non-current liabilities | (20,849,766) | - |
| Current liabilities | (8,744,850) | (7,053,192) |
| Net assets | 2,695,941 | 4,117,655 |
| Summary of financial performance | | |
| Revenue | 4,332,449 | - |
| Loss for the financial year | (418,450) | (14,969) |
| Total comprehensive loss for the financial year | (426,493) | (14,969) |
| Summary of cash flows | | |
| Net cash generated from operating activities | 3,611,773 | 235,223 |
| Net cash generated from/(used in) investing activities | 5,144,250 | (307,769) |
| Net cash used in financing activities | (7,939,720) | - |
| Net cash outflows | 816,303 | (72,546) |

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

7. Investment in Subsidiaries (Continued)

(b) Material non-controlling interest (continued)

The Group's subsidiaries that have material non-controlling interests ("NCI") are as follows:

| | EFS Group*
RM | TEWM
RM | Others
RM | Total
RM |
| --- | --- | --- | --- | --- |
| Group
2024 | | | | |
| Carrying amount of NCI | 936,731 | 2,024,986 | 38,694 | 3,000,411 |
| Loss allocated to NCI | (192) | (141,923) | (155,510) | (297,625) |
| Total comprehensive loss allocated to NCI | (5,559) | (141,923) | (155,510) | (302,992) |
| NCI percentage of ownership and voting interest (%) | 30% | 49% | 45% | |

EFS Group represents the consolidated result of EFS, KASB and RSSB.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

7. Investment in Subsidiaries (Continued)

(b) Material non-controlling interest (continued)

The summary of financial information before intra-group elimination for the Group's subsidiaries that have material NCI is as below:

| | EFS Group*
RM | TEWM
RM |
| --- | --- | --- |
| 2024 | | |
| Summary of financial position | | |
| Non-current assets | 35,851,411 | 9,567,849 |
| Current assets | 2,128,273 | 1,367,775 |
| Non-current liabilities | (27,008,868) | - |
| Current liabilities | (7,848,382) | (6,803,000) |
| Net assets | 3,122,434 | 4,132,624 |
| Summary of financial performance | | |
| Revenue | 4,725,647 | - |
| Loss for the financial year | (640) | (289,639) |
| Total comprehensive loss for the financial year | (18,530) | (289,639) |
| Summary of cash flows | | |
| Net cash generated from operating activities | 4,703,925 | 6,716,916 |
| Net cash used in investing activities | (370,500) | (9,567,849) |
| Net cash (used in)/generated from financing activities | (4,261,472) | 2,745,000 |
| Net cash outflows | (71,953) | (105,933) |

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

7. Investment in Associates

	Group
	2025 RM	2024 RM
At cost	5,746,710	5,746,710
Share of post-acquisition results	227,967	(124,339)
Share of foreign currency translation reserve	(12,142)	(4,099)
Less: Accumulated impairment losses	(603,585)	-
	5,358,950	5,618,272

The details of the associates are as follows:

Name of companies	Country of incorporation and principal place of business	Effective of ownership interest and voting interest		Principal activities
		2025 %	2024 %
Held through EFS
EFS MYSolar (Thailand) Co. Ltd. (“EFST”)*	Thailand	49	49	Design, supply and installation of solar photovoltaic energy generating system and related service.
Held through LG2ESB
GLT BP Power Sdn. Bhd. (“GLT”)*	Malaysia	30	30	Construction of renewable energy facilities from renewable resources and to provide the investment into such facilities for the purpose of generating electrical power to be sold to the national grid.

Associates not audited by HLB Ler Lum Chew PLT.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

7. Investment in Associates (Continued)

The summarised financial information for the associates is as follows:

| | EFST
RM | GLT
RM | Total
RM |
| --- | --- | --- | --- |
| 2025 | | | |
| Summary of financial position | | | |
| Non-current assets | 3,401,299 | 32,226,455 | 35,627,754 |
| Current assets | 545,470 | 2,361,474 | 2,906,944 |
| Current liabilities | (3,045,871) | (32,179,946) | (35,225,817) |
| Net assets | 900,898 | 2,407,983 | 3,308,881 |
| Summary of financial performance | | | |
| (Loss)/Profit for the financial year | (165,252) | 1,518,555 | 1,353,303 |
| Other comprehensive loss for the financial year | (16,248) | - | (16,248) |
| Total comprehensive (loss)/profit for the financial year | (181,500) | 1,518,555 | 1,337,055 |
| Reconciliation of net assets to carrying amount | | | |
| Group's share of net assets | 441,440 | 722,395 | 1,163,835 |
| Goodwill | - | 4,195,115 | 4,195,115 |
| Carrying amount | 441,440 | 4,917,510 | 5,358,950 |
| Group's share of results for the financial year | | | |
| Group's share of (loss)/profit for the financial year | (90,613) | 442,919 | 352,306 |
| Group's share of other comprehensive loss for the financial year | (8,043) | - | (8,043) |
| Group's share of total comprehensive (loss)/profit for the financial year | (98,656) | 442,919 | 344,263 |
| Percentage of ownership and voting interest (%) | 49% | 30% | |

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

7. Investment in Associates (Continued)

The summarised financial information for the associates is as follows: (continued)

	EFST RM	GLT RM	Total RM
2024
Summary of financial position
Non-current assets	3,663,620	34,398,355	38,061,975
Current assets	2,457,286	1,710,497	4,167,783
Non-current liabilities	-	(24,294,333)	(24,294,333)
Current liabilities	(5,018,884)	(10,956,659)	(15,975,543)
Net assets	1,102,022	857,860	1,959,882
Summary of financial performance
(Loss)/Profit for the financial year	(151,850)	221,324	69,474
Other comprehensive loss for the financial year	(36,510)	-	(36,510)
Total comprehensive (loss)/profit for the financial year	(188,360)	221,324	32,964
Reconciliation of net assets to carrying amount
Group's share of net assets	539,990	257,358	797,348
Goodwill	603,690	4,217,234	4,820,924
Carrying amount	1,143,680	4,474,592	5,618,272
Group's share of results for the financial year
Group's share of (loss)/profit for the financial year	(74,407)	66,397	(8,010)
Group's share of other comprehensive loss for the financial year	(17,890)	-	(17,890)
Group's share of total comprehensive (loss)/profit for the financial year	(92,297)	66,397	(25,900)
Percentage of ownership and voting interest (%)	49%	30%

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Other Investments

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
Non-Current Assets
Financial assets at amortised cost
Medium-term notes	(a)	20,000,000	20,000,000	20,000,000	20,000,000
Redeemable preference shares	(b)	6,000,000	6,000,000	-	-
		26,000,000	26,000,000	20,000,000	20,000,000

(a) Medium-term notes

The Company subscribed to a total of RM20.0 million in nominal value of Perpetual Medium-Term Notes ("Perpetual MTN") issued by Chin Hin Group Berhad, in two tranches of RM10.0 million each on 9 February 2024 and 7 March 2024. The Perpetual MTN carries a fixed coupon rate of 7.5% per annum, with an annual step-up of 1.0%, capped at a maximum of 15.0% per annum. The first call date is five years from the respective issue dates, falling on 9 February 2029 and 7 March 2029, and coupon payments are made on a semi-annual basis.

(b) Redeemable preference shares

On 13 August 2024, the Group subscribed for 6 million redeemable preference shares with a par value of RM1 per share. The shares are redeemable at par value 12 months from the subscription date or at such later date at the Group's discretion. The preference shares carry a fixed dividend rate of 12.0% per annum.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

9. Deferred Tax (Assets)/Liabilities

The analysis of deferred tax (assets)/liabilities is as follows:

	Group
	2025 RM	2024 RM
Deferred tax assets	(54,974)	-
Deferred tax liabilities	3,900,494	1,396,992
	3,845,520	1,396,992

The movement on the net deferred tax liabilities is as follows:

	Group
	2025 RM	2024 RM
At beginning of the financial year	1,396,992	2,001,000
Acquisition of a subsidiary (Note 6(a))	1,518,000	-
Recognised in profit or loss (Note 26)	930,528	(604,008)
At end of the financial year	3,845,520	1,396,992

The components of deferred tax assets and liabilities of the Group during the financial year prior to offsetting are as follows:

	Group
	2025 RM	2024 RM
Deferred tax liabilities
- Property, plant and equipment	13,208,109	4,470,923
Offsetting	(9,307,615)	(3,073,931)
Net deferred tax liabilities	3,900,494	1,396,992
Deferred tax assets
- Unabsorbed capital allowances	(4,148,041)	(2,829,024)
- Unabsorbed reinvestment allowances	(4,931,000)	-
- Unutilised pioneer losses	-	(35,454)
- Unutilised tax losses	(135,804)	(84,805)
- Lease liabilities	(90,202)	(13,648)
- Others	(57,542)	(111,000)
	(9,362,589)	(3,073,931)
Offsetting	9,307,615	3,073,931
Net deferred tax assets	(54,974)	-

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

9. Deferred Tax (Assets)/Liabilities (Continued)

Deferred tax assets have not been recognised in respect of the following items:

	Group
	2025 RM	2024 RM
Provisions	113,275	124,566
Unutilised tax losses	2,236,589	2,013,014
Unabsorbed capital allowances	3,505,723	3,816,738
	5,855,587	5,954,318
Deferred tax assets not recognised at 24% (2024: 24%)	1,405,341	1,429,037

The Group's and the Company's unutilised tax losses and pioneer tax losses brought forward from year of assessment ("YA") 2018 and before, can be carried forward for 10 consecutive years of assessment (i.e. from YAs 2019 to 2028). Unutilised tax losses from YA 2019 onwards can be carry forward for a maximum period of 10 consecutive years.

The unutilised tax losses for which no deferred tax asset is recognised have the following expiry dates:

	Group
	2025 RM	2024 RM
Expiring in 2029	1,053,911	1,636,593
Expiring in 2030	67,431	67,431
Expiring in 2031	4,928	4,928
Expiring in 2032	73,111	73,111
Expiring in 2033	77,692	77,692
Expiring in 2034	9,194	9,194
Expiring in 2035	438,905	144,065
Expiring in 2036	511,417	-
	2,236,589	2,013,014

10. Inventories

	Group
	2025 RM	2024 RM
At cost
Raw materials	2,333,977	-
Work in progress	8,052,541	-
Finished goods	2,720,064	460,479
	13,106,582	460,479

The cost of inventories recognised as an expense and included in cost of sales amounted to RM12,831,827 (2024: RM1,589,234).

164

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

11. Trade Receivables

	Group
	2025 RM	2024 RM
Trade receivables	14,013,403	8,508,671
Less: Accumulated impairment losses	(489,338)	(764,436)
	13,524,065	7,744,235

(i) Trade receivables represent amounts receivable for provision of waste recovery and recycling services, rental of recycled products, sales of goods and solar power purchase. The credit period granted to customers ranges from cash term to 150 (2024: cash term to 150) days.

(ii) Movements on the Group's provision for impairment of trade receivables is disclosed in Note 31 to the financial statements.

(iii) Currency exposure profile of trade receivables is as follows:

	Group
	2025 RM	2024 RM
Ringgit Malaysia	13,488,026	7,744,235
United States Dollar	36,039	-
	13,524,065	7,744,235

12. Other Receivables

	Note	Group		Company
		2025 RM	2024 RM	2025 RM	2024 RM
Other receivables	(a)	4,267,794	5,771,211	526,108	528,146
Refundable deposits	(b)	2,789,382	3,043,475	1,000	169,000
Prepayments		3,178,297	886,857	413,717	534,940
Performance bond	(c)	10,000,000	10,000,000	-	-
		20,235,473	19,701,543	940,825	1,232,086

(a) Other receivables of the Group include RM2,949,529 (2024: RM4,854,902) due from an associate, of which RM2,886,769 (2024: RM4,792,142) is unsecured, bears interest ranging from 4.8% to 5.9% (2024: 4.5% to 5.5%) per annum and is repayable on demand. The remaining balance is unsecured, non-interest bearing and repayable on demand.

(b) Included in refundable deposits of the Group are amounts of RMNil (2024: RM1,100,000) and RMNil (2024: RM168,000) paid as deposits for the acquisition of Meridian World Sdn. Bhd. and Safety and Environmental Laboratory Sdn. Bhd. respectively, as disclosed in Note 6 (a) and Note 34 (a) to the financial statements. Additionally, refundable deposits include RM1,038,906 (2024: RM1,038,906) paid as a deposit for leasing a parcel of land.

(c) The performance bond of RM10,000,000 (2024: RM10,000,000) is a financial guarantee provided to the customer, ensuring the Group fulfils its obligations under the operation and maintenance service for the solar farm.

165

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

13. Investment in Quoted Shares

	Group and Company
	2025	2024
	RM	RM
Fair value through profit or loss	35,227,720	38,241,160

The Company's quoted equity investments comprise shares listed on Bursa Malaysia. These investments are classified as financial assets at fair value through profit or loss, with changes in fair value recognised in profit or loss. The fair value of these investments is determined based on quoted market prices as at the reporting date. Dividends received are recognised in profit or loss when the right to receive payment is established.

14. Amount Owing by/(to) Subsidiaries

The amount owing by/(to) subsidiaries is non-trade in nature, unsecured, non-interest bearing and repayable on demand.

15. Cash and Bank Balances

The currency exposure profile of cash and bank balances is as follows:

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Ringgit Malaysia	7,600,554	21,010,201	2,356,451	9,973,273
United States Dollar	56,260	61,775	-	-
Other currencies	695	-	-	-
	7,657,509	21,071,976	2,356,451	9,973,273

16. Non-Current Assets Held For Sale

Leasehold land and buildings have been classified as held for sale following the Group's commitment to a plan to dispose of the assets.

Subsequent to the financial year end, on 22 January 2026, the Group entered into a Sale and Purchase Agreement for a consideration of RM8,000,000.

The assets were measured with reference to their fair value less costs to sell, taking into consideration the agreed selling price. The assets were previously classified under property, plant and equipment.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

17. Share Capital and Treasury Shares

(a) Share capital

	Group and Company
	Number of shares		Amount
	2025 Unit	2024 Unit	2025 RM	2024 RM
Issued and fully paid Ordinary shares
At beginning of the financial year	281,189,496	256,189,496	57,632,794	26,382,794
Issuance of ordinary shares	-	25,000,000	-	31,250,000
At end of the financial year	281,189,496	281,189,496	57,632,794	57,632,794

During the previous financial year, the Company increased its issued and paid-up share capital from 256,189,496 ordinary shares to 281,189,496 ordinary shares through the issuance of 25,000,000 new ordinary shares via a private placement for a total cash consideration of RM31,250,000 for working capital purposes. The new ordinary shares issued ranked pari-passu in all respect the existing ordinary shares of the Company.

(b) Treasury shares

	Group and Company
	Number of shares		Amount
	2025 Unit	2024 Unit	2025 RM	2024 RM
Treasury shares
At beginning of the financial year	2,747,300	2,747,300	1,051,552	1,051,552
Repurchased during the financial year	15,104,900	-	15,491,316	-
At end of the financial year	17,852,200	2,747,300	16,542,868	1,051,552

During the financial year, the Company repurchased 15,104,900 (2024: Nil) of its own ordinary shares. The total consideration paid for the repurchase amounted to RM15,491,316 (2024: RMNil) excluding transaction costs.

As at 31 December 2025, the Company held 17,852,200 (2024: 2,747,300) treasury shares out of its 281,189,496 (2024: 281,189,496) issued ordinary shares.

The treasury shares are held in accordance with Section 127(6) of the Companies Act 2016.

18. Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record foreign currency exchange differences arising from the translation of the financial statements of foreign operation whose functional currencies are different from the Group's presentation currency.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

19. Lease Liabilities

	Group
	2025	2024
	RM	RM
Repayable within twelve months	882,023	71,081
Repayable after twelve months	319,573	201,338
	1,201,596	272,419

The terms of leases are ranging from 1 to 12 (2024: 2 to 12) years. The effective borrowing rates ranged from 3.57% to 8.30% (2024: 3.96% to 8.30%) per annum. Interest rates are fixed at the inception of the lease agreement.

The expenses relating to payments not included in the measurement of lease liabilities are as follows:

	Group
	2025	2024
	RM	RM
Short-term leases	928,909	455,280
Leases of low value assets	14,272	13,178

20. Borrowings

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Secured
- Term loans	30,237,319	28,914,901	-	-
- Revolving credit	41,936,644	2,000,000	36,802,622	-
- Bank overdraft	2,339,724	-	-	-
	74,513,687	30,914,901	36,802,622	-
Current
- Term loans	5,762,410	3,439,925	-	-
- Revolving credit	10,566,022	2,000,000	5,432,000	-
- Bank overdraft	2,339,724	-	-	-
	18,668,156	5,439,925	5,432,000	-
Non-current
- Term loans	24,474,909	25,474,976	-	-
- Revolving credit	31,370,622	-	31,370,622	-
	55,845,531	25,474,976	31,370,622	-
	74,513,687	30,914,901	36,802,622	-

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2025

20. Borrowings (Continued)

The effective interest rates are as follows:

	Group		Company
	2025%	2024%	2025%	2024%
Term loans	5.92 - 8.17	4.52 - 5.10	-	-
Revolving credit	5.25 - 6.76	5.40	5.25	-
Bank overdraft	8.42 - 9.67	-	-	-

The term loans, revolving credit and bank overdraft are secured by way of:

(i) Legal charges over the Group's leasehold land, buildings and renewable energy power plant as disclosed in Note 3 to the financial statements;
(ii) A debenture incorporating fixed and floating charges over the Group's assets;
(iii) Assignment of proceeds from the Renewable Energy Power Purchase Agreement with Tenaga Nasional Berhad;
(iv) Corporate guarantees provided by the Company and certain subsidiaries; and
(v) Charges over cash deposits and leased assets.

Term loans are repayable over periods ranging from 60 to 180 months. Revolving credit facilities are repayable within 12 months and are subject to annual review. Bank overdraft facilities bear interest on daily outstanding balances, with interest charged monthly in arrears, and are subject to periodic review by the banks.

Borrowing costs capitalised during the financial year in capital work-in-progress amounted to RM232,605 (2024: RM48,875).

21. Trade Payables

Trade payables comprise amounts outstanding for trade purchases. The credit period granted to the Group for trade purchases ranged from 30 to 60 days (2024: 30 to 60 days).

22. Contract Liabilities

Contract liabilities represent consideration received from customers in advance of the Group fulfilling its performance obligations.

169

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Other Payables

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Other payables	8,776,274	8,143,053	-	44,280
Refundable deposits	3,119,421	2,227,028	-	-
Accrued expenses	5,765,593	2,859,631	89,200	48,100
	17,661,288	13,229,712	89,200	92,380

(a) Other payables of the Group include an amount due to corporate shareholders of EFS amounted to RM107,908 (2024: RM98,306), and an amount payable for the purchase of property, plant and equipment amounting to RM6,799,500 (2024: RM6,799,500).
(b) Currency exposure profile of other payables are as follows:

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Ringgit Malaysia	17,641,198	13,229,712	89,200	92,380
United States Dollar	20,090	-	-	-
	17,661,288	13,229,712	89,200	92,380

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Revenue

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Revenue from contract with customers	57,651,263	36,199,308	-	-
Dividend income from subsidiaries	-	-	20,575,013	550,000
	57,651,263	36,199,308	20,575,013	550,000

Breakdown of revenue recognised from contracts with customers is as follows:

	Group
	2025 RM	2024 RM
Major services
Recovery and recycling of scheduled waste	32,571,394	29,120,172
Trading of chemicals and other products	17,055,483	358,401
Solar power purchase	4,332,449	4,725,647
Municipal waste solution	691,937	495,088
Solar plant operation and maintenance	3,000,000	1,500,000
	57,651,263	36,199,308
Timing of revenue recognition
At a point in time	47,298,535	29,973,661
Over time	10,352,728	6,225,647
	57,651,263	36,199,308
Geographical location
Within Malaysia	49,829,544	36,199,308
Outside Malaysia	7,821,719	-
	57,651,263	36,199,308

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

25. Profit Before Taxation

Profit before taxation is arrived at after the following charges/(credits):

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Statutory audit fees payable/paid to HLB Ler Lum Chew PLT
- Current financial year	203,000	163,000	78,000	43,000
- Under provision in prior financial year	1,700	3,000	-	-
Statutory audit fees payable/paid to other audit firms	42,917	-	-	-
Non-audit fees payable/paid to HLB Ler Lum Chew PLT	5,000	5,000	5,000	5,000
Non-audit fees payable/paid to affiliated entities of HLB Ler Lum Chew PLT	33,800	-	3,000	-
Amortisation of intangible assets	17,643	2,946	-	-
Bad debts written back	(3,924)	(40,721)	-	-
Bad debts written off	-	5,261,989	-	-
Depreciation of property, plant and equipment	5,034,145	4,403,054	-	-
Depreciation of right-of-use assets	469,683	75,439	-	-
Dividend income from investment in unit trusts	-	(28,983)	-	(28,983)
Dividend income from quoted equity investments	-	(65,436)	-	(65,436)
Fair value gain on quoted equity investments	(1,193,914)	(9,557,946)	(1,193,914)	(9,557,946)
Gain on bargain purchase	(14,046,558)	-	-	-
Gain on disposal of joint venture	-	(52,995)	-	-
Gain on disposal of non-current assets held for sale	-	(15,039,616)	-	-
Gain on disposal of quoted equity investments	(8,425,530)	(663,766)	(8,425,530)	(663,766)

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

25. Profit Before Taxation (Continued)

Profit before taxation is arrived at after the following charges/(credits): (continued)

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Gain on disposal of property, plant and equipment, net of cost of disposal	(65,488)	-	-	-
Gain on performance guarantee	(6,700,000)	-	(6,700,000)	-
Gain on remeasurement of non-current assets held for sale	(6,695,524)	-	-	-
Interest expenses:
- Lease liabilities	46,730	19,354	-	-
- Term loan	1,614,537	1,351,819	-	-
- Revolving credit	795,690	-	795,690	-
- Bank overdraft	97,213	-	-	-
Interest income:
- Bank	(2,298)	(796)	(2,221)	(684)
- Associate	(174,627)	(218,647)	-	-
- Medium-term notes	(1,500,000)	(1,284,247)	(1,500,000)	(1,284,247)
Impairment loss/(Reversal of impairment loss) on trade receivables	(275,098)	54,169	-	-
Impairment on goodwill	538,479	-	-	-
Impairment on investment in associates	603,585	-	-	-
Property, plant and equipment written off	14,042,360	8,248,157	-	-
Realised loss on foreign exchange	92,900	4,064	-	-
Rental income	(233,766)	(233,040)	-	-
Share of results of associates	(352,306)	8,010	-	-
Unrealised loss/(gain) on foreign exchange	5,457	(144,560)	-	-

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Taxation

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Current taxation:
- Current year	717,906	2,472,168	346,543	298,241
- Under/(Over) provision in prior financial year	139,523	(121,311)	(34,445)	7,668
	857,429	2,350,857	312,098	305,909
Deferred taxation: (Note 9)
- Origination and reversal of temporary differences	1,321,499	(720,447)	-	-
- (Over)/Under provision in prior financial year	(390,971)	116,439	-	-
	930,528	(604,008)	-	-
Real property gains tax ("RPGT")	628,833	1,385,068	-	-
	2,416,790	3,131,917	312,098	305,909

Malaysian income tax is calculated at the statutory tax rate of 24% (2024: 24%) of the estimated taxable income for the financial year.

A numerical reconciliation of income tax expense applicable to profit before tax at the applicable statutory income tax rate to income tax expense at the effective income tax rate of the Group and the Company is as follows:

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Profit before taxation	24,338,433	19,462,863	36,567,942	11,179,164
Tax at the statutory income tax rate of 24% (2024: 24%)	5,841,223	4,671,087	8,776,306	2,682,999
Tax effects of:
Non-deductible expenses	8,138,960	2,955,072	424,907	91,135
Income not subject to tax	(11,804,736)	(6,120,475)	(8,854,670)	(2,475,893)
Utilisation of previously unrecognised deductible temporary differences	(294,007)	(12,916)	-	-
Deferred tax assets not recognised	157,965	5,882	-	-
Difference arising from RPGT rate Under/(Over) provision in prior financial year:	628,833	1,638,139	-	-
- Current taxation	139,523	(121,311)	(34,445)	7,668
- Deferred taxation	(390,971)	116,439	-	-
	2,416,790	3,131,917	312,098	305,909

RSSB and KASB, the wholly-owned subsidiaries of EFS, were granted pioneer status under the Promotion of Investment Act 1986 for a five-year period from 3 April 2014 to 2 April 2019 by the Malaysian Industrial Development Authority for renewable energy services. KASB received a five-year extension from 3 April 2019 to 2 April 2024. As the pioneer status has expired, RSSB and KASB are no longer eligible for the tax exemptions. However, under existing tax law, any dividends declared and proposed from previously tax-exempted profits remain exempted from income tax in the hands of the shareholder.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

27. Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the consolidated profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the financial year.

	Group
	2025	2024
Net profit attributable to owners of the Company (RM)	22,356,781	16,628,571
Basic earnings per share (sen)	8.05	6.31
Weighted average number of ordinary shares outstanding for basic earnings per share (unit)	277,818,100	263,716,415

Diluted earnings per share

The diluted earnings per share is the same as that of the basic earnings per share disclosed, as there are no potential dilutive ordinary shares as at the financial year ended.

28. Staff Information

	Group
	2025 RM	2024 RM
Staff costs (excluding Directors)	10,670,257	9,310,567

Included in staff costs above are contributions made to the Employees Provident Fund under a defined contribution plan of the Group amounting to RM771,944 (2024: RM832,278) respectively.

29. Related Party Disclosures

For the purposes of these financial statements, parties are considered to be related to the Group if the Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

In addition to the transactions and balances detailed elsewhere in the financial statements, the Group and the Company had the following transactions with related parties during the financial year:

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Dividend income received from subsidiaries	-	-	20,575,013	550,000
Purchase of property, plant and equipment from a non-controlling interest	-	340,000	-	-

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

29. Related Party Disclosures (Continued)

Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group and the Company either directly or indirectly. The key management personnel include all the Directors of the Group and the Company and certain members of senior management of the Group and the Company.

Information regarding remuneration of key management personnel is as follows:

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Short-term benefits for:
Directors:
- Salaries and other emoluments	759,800	868,000	42,800	65,500
- Fees	237,000	255,000	237,000	255,000
- Contributions to Employees
Provident Fund	85,956	96,300	-	-
- Social security contributions	1,848	2,434	-	-
	1,084,604	1,221,734	279,800	320,500
Group Chief Executive Officer:
- Salaries and other emoluments	727,050	660,000	-	-
- Contributions to Employees
Provident Fund	87,246	79,200	-	-
- Social security contributions	1,393	1,217	-	-
	815,689	740,417	-	-
Other key management personnel:
- Salaries and other emoluments	2,423,545	1,795,964	-	-
- Contributions to Employees
Provident Fund	273,816	187,459	-	-
- Social security contributions	11,572	7,986	-	-
	2,708,933	1,991,409	-	-
	4,609,226	3,953,560	279,800	320,500

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

30. Segment Information

Segmental information is presented in respect of the Group's business segments which is based on the Group's management and internal reporting structure.

The main business segments of the Group comprise the following:

(a) Investment holding
(b) Recovery and recycling services
(c) Rental of investment property
(d) Trading
(e) Renewable energy
(f) Others segment includes:
(i) Manufacturing
(ii) Municipal waste solution

Segment revenue, results, assets and liabilities include items directly attributable to a segment and those where a reasonable basis of allocation exist. Inter-segment revenues are eliminated on consolidation.

Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

The total of segment asset is measured based on all assets (including goodwill) of a segment, as included in the internal management reports that are reviewed by the Group's Chief Executive Officer. Segment total assets are used to measure the return on assets of each segment.

Segment liability is measured based on all liabilities of a segment, as included in the internal management reports that are reviewed by the Group's Chief Executive Officer.

177

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Segment Information (Continued)

2025	Investment holding RM	Recovery and recycling services RM	Rental of investment property RM	Trading RM	Renewable energy RM	Others RM	Total RM
Revenue
Total operating revenue	20,575,013	51,676,881	-	5,484,059	7,332,449	691,937	85,760,339
Inter segment	(20,575,013)	(4,236,812)	-	(3,297,251)	-	-	(28,109,076)
External operating revenue	-	47,440,069	-	2,186,808	7,332,449	691,937	57,651,263
Results
Segment result	(5,744,967)	10,919,458	42,424	(3,086,123)	5,945,321	92,576	8,168,689
Amortisation of intangible assets	-	-	-	-	-	(17,643)	(17,643)
Bad debts written back	-	3,924	-	-	-	-	3,924
Depreciation of property, plant and equipment	-	(2,536,329)	(15,658)	(434,533)	(1,885,296)	(162,329)	(5,034,145)
Depreciation of right-of-use assets	-	(428,067)	-	-	(10,143)	(31,473)	(469,683)
Fair value gain on quoted equity investments	1,193,914	-	-	-	-	-	1,193,914
Gain on bargain purchase	14,046,558	-	-	-	-	-	14,046,558
Gain on disposal of quoted equity investments	8,425,530	-	-	-	-	-	8,425,530
Gain on disposal of property, plant and equipment	-	(198,595)	-	-	264,083	-	65,488
Gain on performance guarantee	6,700,000	-	-	-	-	-	6,700,000

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Segment Information (Continued)

2025	Investment holding RM	Recovery and recycling services RM	Rental of investment property RM	Trading RM	Renewable energy RM	Others RM	Total RM
Results (Continued)
Gain on remeasurement of non-current assets held for sale	-	-	6,695,524	-	-	-	6,695,524
Interest expenses	(795,690)	(558,050)	-	-	(1,198,944)	(1,486)	(2,554,170)
Interest income	1,502,221	174,704	-	-	-	-	1,676,925
Reversal of impairment loss/(Impairment loss) on trade receivable	-	270,752	-	16,382	-	(12,037)	275,097
Impairment on goodwill	-	-	-	-	-	(538,479)	(538,479)
Impairment on investment in associates	-	-	-	-	(603,585)	-	(603,585)
Property, plant and equipment written off	-	(14,042,360)	-	-	-	-	(14,042,360)
Share of results of associates	-	-	-	-	352,306	-	352,306
Unrealised gain on foreign exchange	-	(5,457)	-	-	-	-	(5,457)
Profit/(Loss) before taxation	25,327,566	(6,400,020)	6,722,290	(3,504,274)	2,863,742	(670,871)	24,338,433
Taxation	(312,098)	(705,413)	(677,637)	55,054	(775,861)	(835)	(2,416,790)
Profit/(Loss) for the financial year	25,015,468	(7,105,433)	6,044,653	(3,449,220)	2,087,881	(671,706)	21,921,643
Assets
Segment assets	58,574,890	170,329,632	8,511,672	839,858	57,703,238	1,161,604	297,120,894
Liabilities
Segment liabilities	36,891,822	39,427,859	3,813,621	15,232	20,972,045	249,307	101,369,886
Segment assets include:
Additions to property, plant and equipment	-	9,914,094	-	268,547	-	70,180	10,252,821
Additions to right-of-use asset	-	243,595	-	-	-	181,887	425,482

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Segment Information (Continued)

2024	Investment holding RM	Recovery and recycling services RM	Rental of investment property RM	Trading RM	Renewable energy RM	Others RM	Total RM
Revenue
Total operating revenue	550,000	29,120,172	-	358,401	6,225,647	496,528	36,750,748
Inter segment	(550,000)	-	-	-	-	(1,440)	(551,440)
External operating revenue	-	29,120,172	-	358,401	6,225,647	495,088	36,199,308
Results
Segment result	(971,898)	8,474,456	156,799	(401,086)	4,771,279	(239,463)	11,790,087
Amortisation of intangible assets	-	-	-	-	-	(2,946)	(2,946)
Bad debts written back	-	40,699	-	22	-	-	40,721
Bad debts written off	-	(5,261,989)	-	-	-	-	(5,261,989)
Depreciation of property, plant and equipment	-	(1,803,219)	(15,657)	(434,664)	(2,070,677)	(78,837)	(4,403,054)
Depreciation of right-of-use assets	-	(41,387)	-	-	(10,157)	(23,895)	(75,439)
Dividend income from investment in unit trusts	28,983	-	-	-	-	-	28,983
Dividend income from quoted equity investments	65,436	-	-	-	-	-	65,436
Fair value gain on quoted equity investments	9,557,946	-	-	-	-	-	9,557,946
Gain on disposal of joint venture	-	52,995	-	-	-	-	52,995
Gain on disposal of non-current assets held for sale		15,039,616	-	-	-	-	15,039,616
Gain on disposal of quoted equity investments	663,766	-	-	-	-	-	663,766
Interest expenses	-	(4,796)	-	-	(1,364,457)	(1,920)	(1,371,173)
Interest income	1,284,931	218,716	-	-	-	43	1,503,690
Impairment loss on trade receivables	-	(254,037)	-	199,868	-	-	(54,169)
Property, plant and equipment written off	-	(8,242,157)	-	-	(6,000)	-	(8,248,157)
Share of loss of associates	-	-	-	-	(8,010)	-	(8,010)
Unrealised gain on foreign exchange	-	144,560	-	-	-	-	144,560
Profit/(Loss) before taxation	10,629,164	8,363,457	141,142	(635,860)	1,311,978	(347,018)	19,462,863
Taxation	(305,909)	(2,242,155)	(37,974)	(6,585)	(539,294)	-	(3,131,917)
Profit/(Loss) for the financial year	10,323,255	6,121,302	103,168	(642,445)	772,684	(347,018)	16,330,946

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Segment Information (Continued)

2024	Investment holding RM	Recovery and recycling services RM	Rental of investment property RM	Trading RM	Renewable energy RM	Others RM	Total RM
Results (Continued)
Assets
Segment assets	69,449,064	64,693,114	4,606,376	21,209,005	73,663,988	1,832,298	235,453,845
Liabilities
Segment liabilities	92,380	9,513,412	2,163,561	14,037	34,217,162	124,569	46,125,121
Segment assets include:
Additions to property, plant and equipment	-	14,233,911	-	16,300	9,938,349	706,946	24,895,506
Additions to right-of-use assets	-	-	-	-	-	47,789	47,789
Additions to intangible assets	-	-	-	-	-	88,380	88,380
Investment in associates	-	-	-	-	5,618,272	-	5,618,272

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

30. Segment Information (Continued)

Geographical information

In determining the geographical segments of the Group, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of assets. The amount of non-current assets does not include financial instruments and deferred tax assets.

| | Malaysia
RM | Thailand
RM | Others
RM | Total
RM |
| --- | --- | --- | --- | --- |
| 2025 | | | | |
| Revenue | 49,829,544 | - | 7,821,719 | 57,651,263 |
| Non-current assets | 168,968,110 | 441,440 | - | 169,409,550 |
| 2024 | | | | |
| Revenue | 36,199,308 | - | - | 36,199,308 |
| Non-current assets | 144,865,254 | 1,143,680 | - | 146,008,934 |

Major customer

There is no major customer with revenue equal or more than 10% of the Group's revenue during the current and prior financial year.

182

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments

The following table analyses the financial assets and financial liabilities of the Group and of the Company by the classes and categories of financial instruments to which they are assigned, and therefore by the measurement basis:

	Financial assets at fair value through profit or loss RM	Financial assets and liabilities at amortised cost RM	Total RM
2025
Group
Financial assets
Trade receivables	-	13,524,065	13,524,065
Other receivables (excluding prepayments)	-	7,057,176	7,057,176
Other investments	-	26,000,000	26,000,000
Investment in quoted shares	35,227,720	-	35,227,720
Cash and bank balances	-	7,657,509	7,657,509
	35,227,720	54,238,750	89,466,470
Financial liabilities
Trade payables	-	3,340,182	3,340,182
Other payables	-	17,661,288	17,661,288
Term loans	-	30,237,319	30,237,319
Revolving credit	-	41,936,644	41,936,644
Bank overdraft	-	2,339,724	2,339,724
Lease liabilities	-	1,201,596	1,201,596
	-	96,716,753	96,716,753
Company
Financial assets
Other receivables (excluding prepayments)	-	527,108	527,108
Other investments	-	20,000,000	20,000,000
Investment in quoted shares	35,227,720	-	35,227,720
Amount owing by subsidiaries	-	28,279,402	28,279,402
Cash and bank balances	-	2,356,451	2,356,451
	35,227,720	51,162,961	86,390,681
Financial liabilities
Other payables	-	89,200	89,200
Revolving credit	-	5,432,000	5,432,000
Amount owing to subsidiaries	-	2,895,247	2,895,247
	-	8,416,447	8,416,447

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

Financial Instruments (Continued)

	Financial assets at fair value through profit or loss RM	Financial assets and liabilities at amortised cost RM	Total RM
2024
Group
Financial assets
Trade receivables	-	7,744,235	7,744,235
Other receivables (excluding prepayments)	-	8,814,686	8,814,686
Other investments	-	26,000,000	26,000,000
Investment in quoted shares	38,241,160	-	38,241,160
Cash and bank balances	-	21,071,976	21,071,976
	38,241,160	63,630,897	101,872,057
Financial liabilities
Trade payables	-	65,295	65,295
Other payables	-	13,229,712	13,229,712
Term loans	-	28,914,901	28,914,901
Revolving credit	-	2,000,000	2,000,000
Lease liabilities	-	272,419	272,419
	-	44,482,327	44,482,327
Company
Financial assets
Other receivables (excluding prepayments)	-	697,146	697,146
Other investments	-	20,000,000	20,000,000
Investment in quoted shares	38,241,160	-	38,241,160
Amount owing by subsidiaries	-	22,770,252	22,770,252
Cash and bank balances	-	9,973,273	9,973,273
	38,241,160	53,440,671	91,681,831
Financial liabilities
Other payables	-	92,380	92,380
Amount owing to subsidiaries	-	10,298,842	10,298,842
	-	10,391,222	10,391,222

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments (Continued)

Financial risk management

The Group's financial risk management policy is to ensure that adequate financial resources are available for the development of the Group's operations whilst managing its financial risks, including credit risk, liquidity risk and market risk.

Credit risk

Credit risk is the risk of a financial loss to the Group if a counterparty of a financial asset fails to meet its contractual obligations. The Group's exposure to credit risk arises mainly from trade receivables.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis through the review of trade receivables.

The maximum exposure to credit risk for the Group is the carrying amount of the financial assets shown in the statements of financial position.

The ageing analysis of the Group's trade receivables:

	Group
	2025 RM	2024 RM
Neither past due nor individually impaired	5,799,320	4,755,599
Past due but not individually impaired:
- 1 to 30 days	3,573,931	2,009,049
- 31 to 60 days	1,775,558	754,830
- 61 to 90 days	956,432	365,740
- 91 to 120 days	394,077	102,054
- 121 to 365 days	1,371,124	198,785
- More than 365 days	142,961	322,614
	8,214,083	3,753,072
	14,013,403	8,508,671

Trade receivables that are neither past due nor individually impaired are creditworthy debtors with good payment records with the Group. These debtors are mostly long-term customers with no history of default in payments.

The Group's trade receivables RM8,233,580 (2024: RM3,753,072) was past due but not individually impaired. These relate to a number of independent customers for whom there is no recent history of default in payments.

Movement on the Group's loss allowance for impairment of trade receivables are as follows:

	Group
	2025 RM	2024 RM
Trade receivables
At beginning of the financial year	764,436	710,267
Charge during the financial year	46,839	54,169
Reversal during the financial year	(321,937)	-
At end of the financial year	489,338	764,436
Represented by:
Lifetime expected credit loss impairment	489,338	764,436

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments (Continued)

Financial risk management (continued)

Liquidity risk

Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations as they fall due. The Group's and the Company's exposure to liquidity risk arises principally from trade and other payables, amounts owing to related parties, term loans, revolving credit, bank overdraft and lease liabilities.

Cash flow forecasting is performed by monitoring the Group's and the Company's liquidity requirements to ensure that it has sufficient liquidity to meet operational, financing repayments and other liabilities as they fall due.

Based on the cash flow forecast for the next twelve months from the date of the financial statements, the Group's and the Company's obligations are expected to be funded by generating sufficient cash inflows from its existing contracts and utilising banking facilities available to the Group and the Company. In order to further manage and strengthen the cash flow position, the Group and the Company had implemented cost-cutting measures to only incur expenditure that are vital to the continuous operations of the Group and the Company as a whole. Significant assumptions and judgements are used in the preparation of the cash flow forecast.

186

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments (Continued)

Financial risk management (continued)

Liquidity risk (continued)

The table below summarises the maturity profile of the Group's and the Company's financial liabilities as at the end of the reporting period based on contractual undiscounted payments:

	Carrying amount RM	Contractual interest rate %	Contractual cash flows RM	Below 1 year RM	Between 2 to 5 years RM	More than 5 years RM
Group
2025
Trade payables	3,340,182	-	3,340,182	3,340,182	-	-
Other payables	17,661,288	-	17,661,288	17,661,288	-	-
Term loans	30,237,319	5.92 - 8.17	35,082,912	7,002,945	18,274,724	9,805,243
Revolving credit	41,936,644	5.25 - 6.76	41,936,644	10,566,022	21,728,000	9,642,622
Bank overdraft	2,339,724	8.42 - 9.67	2,339,724	2,339,724	-	-
Lease liabilities	1,201,596	3.57 - 8.30	1,302,064	929,098	305,286	67,680
	96,716,753		101,662,814	41,839,259	40,308,010	19,515,545
2024
Trade payables	65,295	-	65,295	65,295	-	-
Other payables	13,229,712	-	13,229,712	13,229,712	-	-
Term loans	28,914,901	4.52 - 5.10	34,149,664	4,466,609	15,149,886	14,533,169
Revolving credit	2,000,000	5.40	2,000,000	2,000,000	-	-
Lease liabilities	272,419	3.96 - 8.30	350,165	87,006	150,359	112,800
	44,482,327		49,794,836	19,848,622	15,300,245	14,645,969

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments (Continued)

Financial risk management (continued)

Liquidity risk (continued)

| | Carrying amount
RM | Contractual interest rate
% | Contractual cash flows
RM | Below 1 year
RM |
| --- | --- | --- | --- | --- |
| Company | | | | |
| 2025 | | | | |
| Other payables | 89,200 | - | 89,200 | 89,200 |
| Revolving credit | 5,432,000 | 5.25 | 5,432,000 | 5,432,000 |
| Amount owing to subsidiaries | 2,895,247 | - | 2,895,247 | 2,895,247 |
| | 8,416,447 | | 8,416,447 | 8,416,447 |
| 2024 | | | | |
| Other payables | 92,380 | - | 92,380 | 92,380 |
| Amount owing to subsidiaries | 10,298,842 | - | 10,298,842 | 10,298,842 |
| | 10,391,222 | | 10,391,222 | 10,391,222 |

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments (Continued)

Financial risk management (continued)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and cash flow and fair value interest rate risk that may affect the Group's financial position and cash flows.

(a) Cash flow and fair value interest rate risk

The Group's fixed rate borrowings are not exposed to a risk of change in interest rates. The Group's variable rate borrowings are exposed to a change in cash flows due to changes in interest rates. Short term receivables and payables are not significantly exposed to interest rate risk.

The Group manages such exposure by maintaining a prudent mix of fixed and floating rate borrowing facilities.

The interest rate profile of the Group's significant interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period was:

	Group		Company
	2025 RM	2024 RM	2025 RM	2024 RM
Fixed rate instruments
Financial assets	2,886,769	4,792,142	-	-
Financial liabilities	(49,055)	(78,492)	-	-
	2,837,714	4,713,650	-	-
Floating rate instruments
Financial liabilities	(74,513,687)	(30,914,901)	(36,802,622)	-

Since the Group's fixed rate financial assets and liabilities are measured at amortised cost, possible changes in interest rates are not expected to have a significant impact on the Group's profit or loss.

As at the end of the financial period, if interest rates of floating rate instruments had been lower by 25 basis points ("bp") with all other variables held constant, this will result in post-tax increase in Group's and Company's loss by RM141,576 (2024: RM58,738) and RM69,925 (2024: RMNil) respectively in the statements of profit or loss and other comprehensive income of the Group and the Company.

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to foreign currency risk arising from transactions denominated in foreign currencies. However, such exposure is not significant as the majority of the Group's transactions are denominated in Ringgit Malaysia.

189

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

31. Financial Instruments (Continued)

Financial risk management (continued)

Market risk (continued)

The Group is exposed to price risk arising from its investments in quoted equity securities, which are listed solely on Bursa Malaysia. These investments are monitored by the management, which manages price risk primarily through portfolio diversification and ongoing assessment of market conditions.

As the investments are publicly traded, their performance is assumed to correlate with the FTSE Bursa Malaysia KLCI. As at the end of the financial year, if the FTSE Bursa Malaysia KLCI had increase/(decrease) by 5%, with all other variables including tax rate held constant, the Group would have recognised a post-tax increase/(decrease) of RM1,761,386 (2024: RM1,453,164) in profit or loss.

Fair value information

The carrying amounts of cash and cash equivalents, short term receivables and payables and short-term borrowings reasonably approximate their fair values due to the relatively short-term nature of these financial instruments.

Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs for the asset or liability that is not based on observable market data.

The following table analyses the fair value hierarchy for financial instruments carried at fair value in the statements of financial position:

| | Level 1
RM | Level 2
RM | Level 3
RM | Total
RM |
| --- | --- | --- | --- | --- |
| Group
2025 | | | | |
| Financial assets at fair value through profit or loss:
- Quoted equity shares | 35,227,720 | - | - | 35,227,720 |
| 2024 | | | | |
| Financial assets at fair value through profit or loss:
- Quoted equity shares | 38,241,160 | - | - | 38,241,160 |
| Company
2025 | | | | |
| Financial assets at fair value through profit or loss:
- Quoted equity shares | 35,227,720 | - | - | 35,227,720 |
| 2024 | | | | |
| Financial assets at fair value through profit or loss:
- Quoted equity shares | 38,241,160 | - | - | 38,241,160 |

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

32. Capital Management

The objective of the Group on capital management is to ensure that it maintains a strong credit rating and safeguard the Group's ability to continue as a going concern, so as to support its business, maintain the market confidence and maximise shareholder value.

The Group monitors the capital using gearing ratio, which is net borrowings divided by equity attributable to owners of the Company.

	Group
	2025 RM	2024 RM
Borrowings	74,513,687	30,914,901
Lease liabilities	49,055	78,492
Less: Cash and bank balances	(7,657,509)	(21,071,976)
Net borrowings	66,905,233	9,921,417
Equity attributable to owners of the Company	193,188,148	186,328,313
Gearing ratio	35%	5%

There were no changes to the Group's approach to capital management during the financial year.

33. Capital Commitments

As of the end of the reporting date, the Group has the following capital commitments:

	Group
	2025 RM	2024 RM
Authorised and contracted for
- Purchase of property, plant and equipment	70,896,618	74,706,663
- Acquisition of subsidiary	-	211,750
- Consultation service	289,100	325,596
- Research and development	-	964,960
- Transfer listing	522,750	486,600
- Operative & maintenance	46,701	-
	71,755,169	76,695,569

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTES TO THE FINANCIAL STATEMENTS

31 DECEMBER 2025

34. Significant Events

(a) On 19 August 2024, the Company entered into a term sheet to acquire 60% equity interest in Safety & Environmental Laboratory Sdn. Bhd. for a total consideration of RM8,400,000. An earnest deposit of RM168,000 was paid upon signing of the term sheet, followed by a further deposit of RM672,000 upon execution of the conditional share sale agreement on 19 February 2025.

On 27 October 2025, the Company decided to terminate the acquisition and the deposits paid were refunded.

(b) The Company has proposed to transfer its listing and quotation for the entire issued share capital from the ACE Market of Bursa Securities to the Main Market of Bursa Securities. The Proposed Transfer is expected to be completed in the second half of 2026.

35. Comparative Figures

The following comparative figures of the Group and of the Company have been reclassified to conform with the current financial year's presentation:

	As previously stated RM	Restatements RM	As restated RM
Group
Statement of financial position as at 31 December 2024 (extract)
Non-Current Asset
Other investments	64,241,160	(38,241,160)	26,000,000
Current Asset
Investment in quoted shares	-	38,241,160	38,241,160
Company
Statement of financial position as at 31 December 2024 (extract)
Non-Current Asset
Other investments	58,241,160	(38,241,160)	20,000,000
Current Asset
Investment in quoted shares	-	38,241,160	38,241,160

36. Date of Authorisation for Issue

The financial statements of the Group and of the Company for the financial year ended 31 December 2025 were authorised for issue in accordance with a resolution of the Board of Directors on 26 March 2026.

TEX CYCLE TECHNOLOGY (M) BERHAD

ANALYSIS OF SHAREHOLDINGS AS AT 31 MARCH 2026

SHARE CAPITAL

Number of Shares Issued : 271,457,296*
Voting rights : One vote for one ordinary share
No. of Shareholders : 1,342

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings	No. of Holders	%	No. of Shares	%
Less than 100	45	3.35	1,605	negligible
100 to 1,000	182	13.56	88,558	0.03
1,001 to 10,000	542	40.39	2,831,015	1.04
10,001 to 100,000	371	27.65	13,302,445	4.90
100,001 to less than 5% of issued shares	201	14.98	188,233,673	69.34
5% and above of issued shares	1	0.07	67,000,000	24.68
Total	1,342	100.00	271,457,296 *	100.00

The number of 271,457,296 ordinary shares was arrived at after deducting 9,732,200 treasury shares retained by the Company from the issued share capital of 281,189,496 ordinary shares as per the Record of Depositors.

DIRECTORS' SHAREHOLDINGS

Name of Directors	<--- Direct --->		<--- Indirect --->
	No. of Shares	%#	No. of Shares	%#
Datuk Low Chin Koon	2,146,100	0.79	-	-
Lee Hai Peng	13,236,100	4.88	-	-
Ho Ai Hoon	92,000	0.03	-	-
Datuk Tee Siew Kiong	-	-	-	-
Lim Sook Yee	-	-	-	-

Note:

Excluding a total of 9,732,200 shares bought-back by the Company and retained as treasury shares

SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS

Name of Substantial Shareholders	<--- Direct --->		<--- Indirect --->
	No. of Shares	%#	No. of Shares	%#
Frazel Group Sdn. Bhd.	67,000,000	24.68	-	-
Datuk Keh Chuan Seng	-	-	67,000,000(a)	24.68
Datin Cheong Kai Meng	-	-	67,000,000(a)	24.68
Enrich Signature Sdn. Bhd.	16,900,000	6.23	-	-
Chiau Haw Loon	-	-	16,900,000(b)	6.23
Chiau Haw Yew	160,000	0.06	16,900,000(b)	6.23

Note:
(a) Deemed interested by virtue of his and his spouse's shareholding in Frazel Group Sdn Bhd.
(b) Deemed interested by virtue of his and his sibling's shareholding in Enrich Signature Sdn Bhd.

Excluding a total of 9,732,200 shares bought-back by the Company and retained as treasury shares

TEX CYCLE TECHNOLOGY (M) BERHAD

ANALYSIS OF SHAREHOLDINGS AS AT 31 MARCH 2026

THIRTY (30) LARGEST SHAREHOLDERS AS AT 31 MARCH 2026

1	Amsec Nominees (Tempatan) Sdn Bhd	Pledged Securities Account - Ambank (M) Berhad For Frazel Group Sdn Bhd	67,000,000	24.682
2	Amanah Raya Berhad	Kumpulan Wang Bersama Syariah	12,800,000	4.715
3	Phillip Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Enrich Signature Sdn Bhd	10,200,000	3.757
4	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Lee Hai Peng (M04)	7,700,000	2.837
5	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Chai Yee Wah (M09)	5,109,100	1.882
6	Maybank Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Lee Hai Peng	4,800,000	1.768
7	Apex Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Wong Sau Bing (Margin)	4,747,900	1.749
8	Ta Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Enrich Signature Sdn Bhd	4,700,000	1.731
9	Alliancegroup Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Lau Kim San (7014763)	4,200,000	1.547
10	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Khor Kai Fu (M04)	4,000,000	1.474
11	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Law Kok Thye	3,970,000	1.462
12	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Signature International Berhad	3,550,000	1.308
13	Alliancegroup Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Teo Swee Phin (7015696)	3,000,000	1.105
14	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Chin Hin Group Property Berhad	2,982,300	1.099
15	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Por Teong Eng	2,833,000	1.044
16	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Ng Mun Moh (M10)	2,800,000	1.031
17	Affin Hwang Nominees (Tempatan) Sdn. Bhd.	Pledged Securities Account For Goh Phaik Lim (M04)	2,750,000	1.013
18	Ta Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Chu Kerd Yee	2,500,000	0.921
19	Yusseri Bin Said	Bimsec Nominees (Tempatan) Sdn Bhd	2,025,195	0.746
20	CGS International Nominees Malaysia (Tempatan) Sdn. Bhd.	Pledged Securities Account For Enrich Signature Sdn. Bhd. (Mgnm88888)	2,000,000	0.737
21	CGS International Nominees Malaysia (Tempatan) Sdn. Bhd.	Pledged Securities Account For Lok Boon Cheng (My4156)	2,000,000	0.737
22	Southern Realty Resource Sdn. Bhd.	Southern Realty Resource Sdn. Bhd.	2,000,000	0.737
23	CGS International Nominees Malaysia (Tempatan) Sdn. Bhd.	Pledged Securities Account For Eric Leong Kai Meng (My4497)	1,992,000	0.734
24	Alliancegroup Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Tan Hwa Sing (7000335)	1,960,000	0.722
25	Alliancegroup Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Chu Kerd Yee (7010755)	1,900,000	0.700
26	Yu Chee Sing	Yu Chee Sing	1,830,000	0.674
27	Chuah Kooi Peng	Chuah Kooi Peng	1,794,400	0.661
28	Ho Mah Lee @ Ho Chwee Keng	Ho Mah Lee @ Ho Chwee Keng	1,741,000	0.641
29	How Hoe Choon	How Hoe Choon	1,729,900	0.637
30	Alliancegroup Nominees (Tempatan) Sdn Bhd	Pledged Securities Account For Teo Swee Phin ( 7015683)	1,712,000	0.631
	Total		172,326,795	63.48

TEX CYCLE TECHNOLOGY (M) BERHAD

LIST OF PROPERTY AS AT 31 DECEMBER 2025

Location	Description/ Existing Use	Land Area (Square Metres)	Built-up Area (Square Metres)	Approximate Age of Building	Tenure	Net Book Value @ 31 December 2025 RM	Year of Acquisition	Last Date of Valuation
Metro Koats Technology Sdn. Bhd.
No. 13 Jalan BP 4/1
Pusat Perindustrian Bukit Puchong
Bandar Bukit Puchong
47100 Puchong, Selangor
(PT 43325, HSD 128758, Mukim and
District of Petaling, Selangor)	Single storey factory with a double storey office building/Rented to third party^	2,033	550	22 years	Freehold	7,868,142	2003	N/A
TC Chemical Sdn. Bhd.
Lot 8942, Jalan Telok Gong
42000 Klang, Selangor
(PT No. 8942, HSM 1528,
Mukim Klang, Selangor)	Single storey detached factory/Recycling and storage facility	12,000	8,861.20	19 years	99 years leasehold up to 28 January 2068	6,129,595	2011	N/A
Lot 8960, Jalan Telok Gong
42000 Klang, Selangor
(PT No. 8960, HSM 52664,
Mukim Klang, Selangor)	Single storey detached factory/Recycling and storage facility	19,906	8,199.16	11 years	99 years leasehold up to 26 February 2112	13,548,994	2012	N/A
Tex Cycle (P2) Sdn. Bhd.
Lot 8941, Jalan Telok Gong
42000 Klang, Selangor
(PT No. 8941, HSM 1388,
Mukim Klang, Negeri Selangor)	Vacant land with three (3) units of single storey house	11,559	N/A	N/A	99 years leasehold up to 17 December 2067	7,544,374	2017	N/A

^ Rented for RM17,000 per month. Pursuant to the tenancy agreements, the tenants covenant at all times to keep the demised premises and the appurtenances thereof including the doors plate glass and other windows fixtures fastenings wires waste water drain and other pipes and sanitary and water apparatus therein in good and substantial repair and condition throughout the tenancy period (damage by fire and such other shall be irrecoverable in consequence of any act or default of the tenant their servants or agents only excepted) and to renew and replace from time to time all fixtures fittings and appurtenances in the demised premises and the aforesaid court which may become or be beyond repair at any time during or at the expiration be sooner determination of the tenancy period

195

TEX CYCLE TECHNOLOGY (M) BERHAD

LIST OF PROPERTY AS AT 31 DECEMBER 2025

Location	Description/ Existing Use	Land Area (Square Metres)	Built-up Area (Square Metres)	Approximate Age of Building	Tenure	Net Book Value @ 31 December 2025 RM	Year of Acquisition	Last Date of Valuation
Meridian Recycling Sdn Bhd
Lot 40, 41 & 42, Jalan PKNK 1/6, Kawasan Perusahaan Sungai Petani, 08000 Sungai Petani, Kedah	Three (3) adjoining detached factories used as waste treatment facilities, storage facilities as well as office space	16,124	10,329.43	26 years	Leasehold	17,894,731	2003	15 Jan 2024
Lot 48, Jalan PKNK 1/5, Kawasan Perusahaan Sungai Petani, 08000 Sungai Petani, Kedah	Single storey detached factory cum single storey office used as waste treatment facilities, storage facilities as well as office space	10,063	4,187.97	26 years	Leasehold	8,446,689	2010	15 Jan 2024
Lot 50, Jalan PKNK 1/5, Kawasan Perusahaan Sungai Petani, 08000 Sungai Petani, Kedah	Single storey detached factory cum double storey office used as waste treatment facilities, storage facilities as well as office space	3,955	2,081.92	26 years	Leasehold	3,985,323	2007	15 Jan 2024

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant, bank manager or other professional advisers immediately.

Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Share Buy-Back Statement ("Statement") prior to its issuance as this Statement is exempted from perusal pursuant to Guidance Note 22 of the ACE Market Listing Requirements of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Statement.

Definitions

Except where the context otherwise requires, the following definitions shall apply throughout this Statement:

"Act" The Companies Act 2016, as amended from time to time and any re-enactment thereof

"AGM" Annual General Meeting

"Board" The Board of Directors of Tex Cycle

"Bursa Securities" Bursa Malaysia Securities Berhad

"Code" Malaysian Code on Take-Overs and Mergers 2016 read together with the Rules on Take-Overs, Mergers and Compulsory Acquisitions, including any amendment that may be made from time to time

"Director" Shall have the same meaning given in Section 2(1) of the Capital Markets and Services Act 2007

"EPS" Earnings Per Share

"Issued Share Capital" 281,189,496 ordinary shares in Tex Cycle (including 9,732,200 treasury shares)

"Listing Requirements" ACE Market Listing Requirements of Bursa Securities

"Major Shareholder" A person who has an interest or interests in one (1) or more voting shares in the Company and the number or the aggregate number of those shares, is:

(a) 10% or more of the total number of the voting shares in the Company; or
(b) 5% or more of the total number of the voting shares in the Company where such person is the largest shareholder of the Company.

For the purpose of this definition, "interest" shall have the meaning of "interest in shares" given in Section 8 of the Act.

"NA" Net Assets

"Person Connected" Shall have the same meaning given in Rule 1.01 of the Listing Requirements

"Proposed Renewal of Share Buy-Back Authority" Proposed renewal of the authority for the Company to purchase its own shares of up to ten per centum (10%) of the total number of issued shares of the Company (excluding treasury shares)

"Proposed Share Buy-Back" Proposed general mandate from the shareholders of the Company for the Company to purchase its own shares up to ten per centum (10%) of the total number of issued shares of the Company (excluding treasury shares)

"Purchased Shares" Shares purchased pursuant to the Proposed Share Buy-Back

197

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

"RM" or "Sen"
Ringgit Malaysia and sen respectively

"Tex Cycle Shares"
Ordinary shares in Tex Cycle

"Tex Cycle" or "the Company"
Tex Cycle Technology (M) Berhad (Registration No: 200401004116 (642619-P))

"Tex Cycle Group"
Tex Cycle and its subsidiaries

"Treasury Shares"
Has the meaning given under Section 127(4) of the Act

"Statement"
The Statement to shareholders in relation to the Proposed Renewal of Share Buy-Back Authority

SHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

1. INTRODUCTION

On 26 March 2026, the Board had announced that the Company proposes to seek the approval of the shareholders for the Proposed Renewal of Share Buy-Back Authority at the forthcoming 22nd AGM.

The Proposed Renewal of Share Buy-Back Authority would become valid immediately upon the passing of the ordinary resolution pertaining thereto and will expire at the conclusion of the next AGM of the Company unless it is renewed by an ordinary resolution to be passed at that meeting.

The purpose of this Statement is to provide you with details of the Proposed Renewal of Share Buy-Back Authority together with the Board's recommendation and to seek your approval for the ordinary resolution pertaining to the Proposed Renewal of Share-Buy Back Authority to be tabled at the forthcoming 22nd AGM.

2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Board had, during the 21st AGM held on 14 May 2025 obtained its shareholders' approval for the Company to purchase up to ten per centum (10%) of the total number of issued shares of the Company (excluding treasury shares) as at the point of purchase. In accordance with the Listing Requirements of Bursa Securities, the aforesaid approval will continue in force until the conclusion of the forthcoming 22nd AGM of the Company.

The Board proposes to seek approval from the shareholders for the Proposed Renewal of Share Buy-Back Authority to enable Tex Cycle to purchase up to ten per centum (10%) of the total number of issued shares of the Company (excluding treasury shares) as quoted on Bursa Securities as at the point of purchase.

Pursuant to Rule 12.07(3) of the Listing Requirements, the Proposed Renewal of Share Buy-Back Authority, if granted, shall be effective upon the passing of the resolution in the forthcoming 22nd AGM of Tex Cycle until:

(i) the conclusion of the next AGM of the Company at which time it shall lapse unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or
(iii) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting,

whichever occurs first.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

2.1 Maximum Number or Percentage of Shares to be Acquired

As at 31 March 2026, the total number of issued shares of Tex Cycle comprised of 281,189,496 ordinary shares.

Assuming no further Tex Cycle Shares being issued, a total of up to 28,118,949 Tex Cycle Shares may be purchased pursuant to the Proposed Renewal of Share Buy-Back Authority.

2.2 Treatment of Purchased Shares

2.2.1 In accordance with Section 127(4) of the Act, the Board may, at its discretion, deal with any of Tex Cycle Shares so purchased by the Company in the following manner:

(i) to cancel the Purchased Shares;
(ii) to retain the Purchased Shares as Treasury Shares where the Board may:

a. distribute all or part of the Treasury Shares as share dividends to the shareholders of Tex Cycle;
b. resell all or part of the Treasury Shares in accordance with the Listing Requirements;
c. transfer all or part of the Treasury Shares for the purpose of or under an employees' share scheme;
d. transfer all or part of the Treasury Shares as purchase consideration; or
e. in any other manner as may be prescribed by the Act, rules, regulations and order made pursuant to the Act and the requirements of Bursa Securities and/or any other relevant authority for the time being in force.

and that the authority to deal with the Purchased Shares shall continue to be valid until all the Purchased Shares have been dealt with by the Board.

2.2.2 Pursuant to Sections 127(8) and (9) of the Act, in the event the Purchased Shares are held as Treasury Shares, the rights attaching to them as to voting, dividends and participation in other distributions or otherwise, will be suspended and the Treasury Shares shall not be taken into account in calculating the number or percentage of shares in the Company for any purpose including substantial shareholdings, take-overs, notices, requisitioning of meetings, quorum for a meeting and result of a vote on resolution(s) at a meeting.

2.2.3 The Board intends to retain the Purchased Shares as Treasury Shares, or cancel the Purchased Shares or a combination of both. Nonetheless, the Board will explore other manner as permitted under Section 127(7) of the Act taking into best interest of the Company.

2.2.4 The Company will make an immediate announcement to Bursa Securities of any purchase or resale of Shares and whether the Purchased Shares will be cancelled or retained as Treasury Shares or a combination of both.

3. RATIONALE FOR THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Proposed Renewal of Share Buy-Back Authority will enable Tex Cycle to utilise its surplus financial resources to purchase the shares of the Company to stabilise the supply and demand of its shares in the open market and thereby support its fundamental value. Should the Purchased Shares be cancelled, either immediately or subsequently after being held as Treasury Shares, the Proposed Renewal of Share Buy-Back Authority is expected to improve the EPS of Tex Cycle and benefit the shareholders of the Company.

The Purchased Shares, which are held as Treasury Shares may be realised with potential gain without affecting the total issued and paid-up capital of the Company. In the event the Treasury Shares are distributed as share dividends, it would serve as a reward to the shareholders of the Company.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

4.1 Potential Advantages

The potential advantages of the Proposed Renewal of Share Buy-Back Authority are as follows:

(i) Allows the Company to take preventive measures against speculations, particularly when the Tex Cycle Shares are undervalued which would in turn stabilise the market price of Tex Cycle Shares and hence, enhance investors' confidence;

(ii) Allow the Company the flexibility in attaining its desired capital structure in terms of the debt and equity composition and the size of equity; and

(iii) If the Treasury Shares are distributed as dividends by the Company, it may then serve to reward the shareholders of the Company.

4.2 Potential Disadvantages

The potential disadvantages of the Proposed Renewal of Share Buy-Back Authority are as follows:

(i) Reduce the financial resources of the Company which may result in the Company foregoing better investment opportunities that may emerge in future; and

(ii) Reduce the financial resources available for distribution to shareholders in the immediate future, as the funds to be allocated for the Proposed Share Buy-Back can only be made out of retained profits of the Company.

Nevertheless, the Proposed Renewal of Share Buy-Back Authority is not expected to have any potential material disadvantage to the Company and the shareholders, as it will be implemented only after careful consideration of the financial resources of the Group and its resultant impact.

5. FUNDING

The maximum amount of funds to be allocated by the Company for the Proposed Share Buy-Back shall not exceed the retained earnings of the Company.

Based on the latest audited financial statements of Tex Cycle as at 31 December 2025, the Company's audited accumulated retained earnings is RM106,748,088.

The funding for the Proposed Share Buy-Back will be made from internally generated funds of the Company. The Proposed Share Buy-Back will reduce the cash flow of the Company by an amount equivalent to the purchase price of Tex Cycle Shares and the actual number of Tex Cycle Shares bought-back. Therefore, the Company will ensure that sufficient funds are available to give effect to the Proposed Share Buy-Back. There is no restriction on the type of funds which may be utilised for the Proposed Share Buy-Back so long as it is backed by an equivalent amount of the retained earnings of the Company.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

6. SHAREHOLDINGS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

Based on the Company's Record of Depositors as at 31 March 2026 and assuming that the Proposed Share Buy-Back is carried out in full by Tex Cycle, all Purchased Shares are cancelled or retained as Treasury Shares and there is no change in the number of shares held by the Directors and/or Substantial Shareholders, the effect of the Proposed Renewal of Share Buy-Back Authority on the shareholdings of the Directors and Substantial Shareholders of Tex Cycle are as follows:

	As at 31.03.2026				After the Proposed Share Buy-Back@
	Direct		Indirect		Direct		Indirect
Name	No. of Shares	%#	No. of Shares	%#	No. of Shares	%^	No. of Shares	%^
Directors
Datuk Low Chin Koon	2,146,100	0.79	-	-	2,146,100	0.85
Lee Hai Peng	13,236,100	4.88	-	-	13,236,100	5.23	-	-
Ho Ai Hoon	92,000	0.03	-	-	92,000	0.04	-	-
Datuk Tee Siew Kiong	-	-	-	-	-	-	-	-
Lim Sook Yee	-	-	-	-	-	-	-	-

Substantial Shareholders
Frazel Group Sdn Bhd	67,000,000	24.68	-	-	67,000,000	26.48	-	-
Datuk Keh Chuan Seng	-	-	(a)67,000,000	24.68	-	-	(a)67,000,000	26.48
Datin Cheong Kai Meng	-	-	(a)67,000,000	24.68	-	-	(a)67,000,000	26.48
Enrich Signature Sdn. Bhd.	16,900,000	6.23	-	-	16,900,000	6.68	-	-
Chiau Haw Loon	-	-	(b)16,900,000	6.23	-	-	(b)16,900,000	6.68
Chiau Haw Yew	160,000	0.06	(b)16,900,000	6.23	160,000	0.06	(b)16,900,000	6.68
Lee Hai Peng	13,236,100	4.88	-	-	13,236,100	5.23	-	-

Notes:-
(a) Deemed interested by virtue of his and his spouse's shareholdings in Frazel Group Sdn. Bhd. pursuant to Section 8 of the Act.
(b) Deemed interested by virtue of his and his sibling's shareholdings in Enrich Signature Sdn. Bhd. pursuant to Section 8 of the Act.
@ On the assumption that the Company purchase the maximum 28,118,949 Tex Cycle Shares, representing ten per centum (10%) of the total number of issued shares of Tex Cycle.

Based on the total number of issued shares of 271,457,296 (excluding Treasury Shares of 9,732,200) as at 31 March 2026.

^ Based on the total number of issued shares of 253,070,547 (excluding Treasury Shares of 28,118,949) after the full implementation of Proposed Share Buy-Back.

7. PUBLIC SHAREHOLDING SPREAD

As at 31 March 2026, the public shareholding spread of the Company based on the total number of issued shares of the Company (excluding treasury shares) was 63.11%. Assuming that the Proposed Share Buy-Back is carried out in full, and the number of Tex Cycle Shares held by the Directors, Substantial Shareholders and persons connected with them remain unchanged, the public shareholding spread of the Company would reduce to approximately 60.43%. However, the Company will ensure that it will not purchase its own shares which will result in Tex Cycle's public shareholding spread falling below the minimum requirement of 25%.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

8. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The effects of the Proposed Renewal of Share Buy-Back Authority are presented below based on the assumption that the Purchased Shares are cancelled.

8.1 Share Capital

Assuming the Proposed Share Buy-Back is carried out in full by the Company, the maximum number of shares that the Company can cancel is limited to 28,118,949 shares. The proforma effect on the issued and paid-up share capital of Tex Cycle of such a cancellation of shares is summarised below:

	No. of Shares
Issued and Paid-Up Share Capital as at 31 March 2026	281,189,496
Less: Maximum number of Tex Cycle Shares that may be cancelled	(28,118,949)
Reduced Issued and Paid-Up Share Capital in the event that the Purchased Shares are cancelled	253,070,547

However, the Proposed Renewal of Share Buy-Back Authority will have no effect on the issued and paid-up share capital of Tex Cycle if all the Purchased Shares are to be retained as Treasury Shares, resold or distributed to the shareholders.

8.2 NA and EPS

The Proposed Share Buy-Back may increase or decrease the NA per share of Tex Cycle depending on the purchase price in comparison to the NA per share of Tex Cycle at the time that the purchase is made. Assuming that the Purchased Shares are cancelled, the Proposed Share Buy-Back will reduce the consolidated NA per share if the purchase price exceeds the audited consolidated NA per share at the time of purchase and conversely would increase the consolidated NA per share if the purchase price is less than the audited consolidated NA per share at the time of purchase.

If the Purchased Shares are kept as Treasury Shares, the NA per share of Tex Cycle would decrease unless the cost per share of the Treasury Shares is below the NA per share at the relevant point in time. This is due to the requirement for Treasury Shares to be carried at cost and be offset against equity, resulting in a decrease in the NA of the Company.

The effect on the EPS of Tex Cycle Group will depend on the purchase prices of the Tex Cycle Shares, the opportunity cost and the number of Tex Cycle Shares purchased.

8.3 Working Capital

The working capital of Tex Cycle Group will be reduced to the extent of the amount of funds utilised for the purchases of the Tex Cycle Shares but is not expected to have a material adverse effect on the working capital of Tex Cycle Group.

Similarly, the working capital of Tex Cycle Group will increase to the extent of the amount of funds obtained from the resale of the Tex Cycle Shares so purchased which are retained as Treasury Shares.

8.4 Dividends

The Proposed Renewal of Share Buy-Back Authority is not expected to adversely affect the Company's ability to pay dividends because the amount of dividends to be paid will be less owing to a lesser number of Tex Cycle Shares qualifying for dividends after the Proposed Share Buy-Back, regardless of whether the Tex Cycle Shares so purchased are retained as Treasury Shares or are cancelled. However, if the Tex Cycle Shares so purchased are retained as Treasury Shares, they can be used for subsequent payment of dividends in the form of share dividends.

9. IMPLICATIONS RELATING TO THE CODE IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

Based on the Register of Substantial Shareholders as at 31 March 2026, the substantial shareholder of the Company, namely Frazel Group Sdn. Bhd., is holding 67,000,000 Tex Cycle Shares, representing approximately $24.68\%$ equity interest in Tex Cycle. The Board does not anticipate any implication relating to the Code on Tex Cycle and its shareholders in the event the Proposed Share Buy-Back is carried out in full.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

10. PURCHASE, CANCELLATION, RESALE AND/OR TRANSFER OF TREASURY SHARES MADE IN THE PRECEDING TWELVE (12) MONTHS

During the previous twelve (12) months and up to 31 March 2026, details of the purchases of Tex Cycle Shares by the Company were as follows:

Date	No. of Shares Purchased	Minimum Price Per Share (RM)	Maximum Price Per Shares (RM)	Average Price Per Share (RM)	Total Consideration (RM)
8 December 2025	955,300	0.995	0.995	0.995	950,523.50
9 December 2025	919,000	1.000	1.010	1.003	922,150.00
10 December 2025	1,014,600	1.010	1.020	1.019	1,033,746.00
11 December 2025	430,000	1.010	1.010	1.010	434,300.00
12 December 2025	1,213,500	1.020	1.050	1.038	1,259,530.00
15 December 2025	1,118,400	1.050	1.050	1.050	1,174,320.00
16 December 2025	1,051,000	1.050	1.050	1.050	1,103,550.00
17 December 2025	1,350,000	1.030	1.050	1.047	1,412,900.00
18 December 2025	1,101,300	1.010	1.040	1.037	1,141,573.00
19 December 2025	1,347,300	1.000	1.020	1.010	1,360,500.00
22 December 2025	1,457,800	1.020	1.040	1.023	1,491,656.00
23 December 2025	1,180,000	1.020	1.030	1.026	1,210,100.00
24 December 2025	1,049,700	1.010	1.020	1.020	1,070,297.00
26 December 2025	917,000	1.010	1.010	1.010	926,170.00
30 March 2026	1,045,000	1.030	1.050	1.050	1,097,052.00
31 March 2026	1,333,800	1.050	1.050	1.050	1,400,490.00

During the previous twelve (12) months and up to 31 March 2026, details of the resale of Treasury Shares by the Company were as follows:

Date	No. of Shares Resold	Minimum Price Per Share (RM)	Maximum Price Per Shares (RM)	Average Price Per Share (RM)	Total Consideration (RM)
5 February 2026	1,100,000	1.150	1.160	1.158	1,273,500.00
6 February 2026	1,075,000	1.140	1.160	1.148	1,234,300.00
9 February 2026	806,100	1.140	1.160	1.150	927,190.00
10 February 2026	668,200	1.150	1.150	1.150	768,430.00
11 February 2026	1,196,800	1.150	1.150	1.150	1,376,320.00
13 February 2026	2,177,100	1.150	1.160	1.153	2,509,744.00
23 February 2026	550,000	1.150	1.150	1.150	632,500.00
24 February 2026	546,800	1.150	1.160	1.154	631,088.00

There was no cancellation or transfer of Treasury Shares made in the preceding twelve (12) months preceding 31 March 2026.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

11. HISTORICAL SHARE PRICES

The monthly highest and lowest prices of Tex Cycle Shares as traded on Bursa Securities for the past twelve (12) months from April 2025 to March 2026 are as follows:

	High (RM)	Low (RM)
2025
April	1.100	0.805
May	1.080	1.000
June	1.030	0.900
July	1.105	0.930
August	1.180	1.040
September	1.070	1.010
October	1.060	1.020
November	1.040	0.990
December	1.060	0.980
2026
January	1.240	1.010
February	1.190	1.130
March	1.120	1.020

(Source: Yahoo!Finance)

The last traded price of Tex Cycle Shares as at 31 March 2026 (being the latest practicable date prior to the printing of this Statement) was RM1.050.

12. APPROVAL REQUIRED

The Proposed Renewal of Share Buy-Back Authority is subject to and conditional upon the approval of shareholders at the forthcoming 22nd AGM of Tex Cycle. Any potential exercise of the Proposed Buy-Back will be subject to the approval of the relevant authorities. The Proposed Renewal of Share Buy-Back Authority is not conditional or interconditional upon any other corporate proposal(s) undertaken or to be undertaken by the Company.

13. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

Save for the proportionate increase in the percentage of shareholdings and/or voting rights of the Directors and Major Shareholders of the Company as a consequence of the Proposed Share Buy-Back, none of the Directors and/or Major Shareholders of Tex Cycle and/or persons connected with them, as defined in the Listing Requirements, has any interest, whether direct and indirect, in the Proposed Renewal of Share Buy-Back Authority.

14. DIRECTORS' RECOMMENDATION

The Directors, having considered all aspects of the Proposed Renewal of Share Buy-Back Authority, are of the opinion that the Proposed Renewal of Share Buy-Back Authority is in the best interest of the Company. Accordingly, the Directors recommend that the shareholders of Tex Cycle vote in favour of the ordinary resolution pertaining to the Proposed Renewal of Share Buy-Back Authority to be tabled at the forthcoming 22nd AGM.

TEX CYCLE TECHNOLOGY (M) BERHAD

SHARE BUY-BACK STATEMENT

Appendix I

FURTHER INFORMATION

DIRECTORS' RESPONSIBILITY STATEMENT

This Statement has been seen and approved by the Board of Tex Cycle who, individually and collectively, accept full responsibility for the accuracy of the information contained in this Statement and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of Tex Cycle at Unit 521, 5th Floor, Lobby 6, Block A Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor Darul Ehsan, during normal business hours from the date of this Statement to the date of the 22nd AGM:

(a) Constitution of the Company; and
(b) Audited consolidated financial statements of Tex Cycle for the financial years ended 31 December 2024 and 31 December 2025.

205

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 22nd Annual General Meeting ("AGM") of Tex Cycle Technology (M) Berhad ("the Company") will be held at Unit 8, Level 5, Kompleks Komersil Akasa, Jalan Akasa, Akasa Cheras Selatan, 43300 Seri Kembangan, Selangor Darul Ehsan, on Wednesday, 13 May 2026 at 10:00 a.m. to transact the following businesses:

AGENDA

AS ORDINARY BUSINESS

To receive the Audited Financial Statements for the financial year ended 31 December 2025 together with the Directors' Report and Auditors' Report thereon.
To approve the payment of Directors' fees and benefits up to an amount of RM350,000.00 for the period from the conclusion of the 22nd AGM until the conclusion of the 23rd AGM of the Company.
To re-elect Datuk Low Chin Koon who retires in accordance with Clause 97 of the Company's Constitution and being eligible, has offered himself for re-election.
To re-elect Ms Ho Ai Hoon who retires in accordance with Clause 97 of the Company's Constitution and being eligible, has offered herself for re-election.
To re-appoint Messrs HLB Ler Lum Chew PLT as Auditors of the Company until the conclusion of the next AGM and to authorise the Directors to fix their remuneration.

(Please refer to Explanatory Note 1)

Ordinary

Resolution 1

Ordinary

Resolution 2

Ordinary

Resolution 3

Ordinary

Resolution 4

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions with or without modifications:

AUTHORITY TO ISSUE AND ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016

“THAT subject always to the Companies Act 2016 (“the Act”), the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Constitution of the Company and the approvals of the relevant governmental/regulatory authorities (if required), the Directors be and are hereby empowered, pursuant to Sections 75 and 76 of the Act, to issue and allot shares in the Company, grant rights to subscribe for shares in the Company, convert any security into shares in the Company, or allot shares under an agreement or option or offer at any time and from time to time to such persons and upon such terms and conditions, and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares to be issued and allotted pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company for the time being.

AND THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Securities.

AND FURTHER THAT such authority shall commence immediately upon the passing of this resolution and continue to be in force until the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting, whichever is the earlier.”

Ordinary

Resolution 5

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTICE OF ANNUAL GENERAL MEETING

PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES OF UP TO 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY ("PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY")

“THAT subject to the Companies Act 2016 (“the Act”), the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Constitution of the Company and the requirements of any other relevant authority, approval be and is hereby given to the Directors to purchase such number of ordinary shares of the Company as may be determined by the Directors from time to time through Bursa Securities in the best interest of the Company, provided that:

(a) the aggregate number of shares purchased or held by the Company as treasury shares, shall not exceed 10% of the total number of issued shares of the Company at the time of purchase;

(b) the maximum funds allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained earnings of the Company; and

(c) the authority conferred by this ordinary resolution shall be effective immediately after the passing of this resolution and will continue to be in force until:

(i) the conclusion of the next Annual General Meeting ("AGM") of the Company following this AGM at which this resolution was passed, at which time this authority will lapse unless by an ordinary resolution passed at the next AGM, the authority is renewed, either unconditionally or subject to conditions;

(ii) the expiration of the period within which the next AGM of the Company is required by law to be held; or

(iii) the authority is revoked or varied by an ordinary resolution passed by the shareholders in a general meeting,

whichever is the earlier;

AND THAT the Directors be and are hereby authorised to deal with the shares so purchased ("Purchased Shares") in their absolute discretion, in the following manner:

(a) cancel the Purchased Shares; or
(b) retain the Purchased Shares as treasury shares (of which may be dealt with in accordance with Section 127(7) of the Act; or
(c) retain part of the Purchased Shares as treasury shares and cancel the remainder; or
(d) in any other manner prescribed by the Act, rules, regulations and orders made pursuant to the Act, the ACE Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

AND FURTHER THAT the Directors be and are hereby authorised and empowered to do all acts and things and to take all such steps as are necessary or expedient to implement and to give effect to the Proposed Renewal of Share Buy-Back Authority with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed or permitted by the relevant regulatory authorities and/or deemed fit by the Directors in the best interest of the Company.”

To transact any other business for which due notice shall have been given.

BY ORDER OF THE BOARD

CHAN MIN WAI (MIA 26548) (SSM Practicing Certificate No. 202108000131)

KHOO MING SIANG (MAICSA 7034037) (SSM Practicing Certificate No. 202208000150)

Company Secretaries

Selangor Darul Ehsan

Date: 14 April 2026

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTICE OF ANNUAL GENERAL MEETING

NOTES:

For the purpose of determining a member who shall be entitled to attend and vote at the 22nd AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Clause 62 of the Company's Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991 ("SICDA"), to issue a General Meeting Record of Depositors as at 6 May 2026. Only a depositor whose name appears on the Record of Depositors as at 6 May 2026 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
Where a member appoints more than one (1) proxy but not more than two (2) proxies, the appointments shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.
Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account") as defined under the SICDA, there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its Common Seal or signed by an officer or attorney so authorised.
The duly completed and executed Proxy Form must be deposited at the Company's registered office at Unit 521, 5th Floor, Lobby 6, Block A, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
Pursuant to Rule 8.31A(1) of the Listing Requirements, voting at the AGM of the Company will be conducted by poll. Poll Administrator and Independent Scrutineers will be appointed respectively to conduct the polling and to verify the results of the poll.

EXPLANATORY NOTES

Audited Financial Statements for the financial year ended 31 December 2025

This Agenda item is meant for discussion only as under the provision of Section 340(1)(a) of the Act, the audited financial statements do not require the approval of the shareholders. As such, this matter will not be put forward for voting.

Ordinary Resolution No. 1: Payment of Directors' Fees & Benefits

Pursuant to Section 230(1) of the Act, the shareholders' approval is sought for the proposed payment of Directors' fees and benefits to the Directors.

Ordinary Resolution 1 is to seek the shareholders' approval on the payment of Directors' fees and benefits to the Directors for the period from the conclusion of the 22nd AGM until the conclusion of the 23rd AGM of the Company which have been reviewed by the Remuneration Committee and the Board of Directors of the Company. The calculation of the benefits is in respect of meeting allowance and based on the estimated number of scheduled and/or special Board and Board Committees' meetings and on the assumption that the number of Directors in office remain the same during the financial year ending 31 December 2026. In the event that the proposed amount is insufficient (due to an enlarged Board size and additional number of meetings), approval will be sought at the next AGM to meet the shortfall.

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTICE OF ANNUAL GENERAL MEETING

3. Ordinary Resolution No. 2 & 3: Re-election of Directors

Clause 97 of the Company's Constitution provides that an election of Directors shall take place each year at the AGM of the Company where one-third (1/3) of the Directors for the time being, or, if their number is not three (3) or a multiple of three (3), then the number nearest to one-third (1/3) shall retire from office and be eligible for re-election. PROVIDED ALWAYS THAT all Directors shall retire from office at least once in each three (3) years but shall be eligible for re-election.

In determining the eligibility of the Directors due for retirement to stand for re-election at the forthcoming 22nd AGM, the Nominating Committee has assessed the retiring Directors and was satisfied with the outcome of the fit and proper assessment.

The Board has approved the Nominating Committee's recommendation for the re-election of the retiring Directors pursuant to Clause 97 of the Company's Constitution at the forthcoming 22nd AGM of the Company. The retiring Directors have offered themselves for re-election, and abstained from deliberation as well as decision on their own eligibility to stand for re-election at the forthcoming 22nd AGM.

The profiles of the Directors standing for re-election are set out in the Annual Report 2025.

4. Ordinary Resolution No. 4: Re-appointment of Auditors

The Board and Audit Committee had at their respective meetings on 27 February 2026 recommended the re-appointment of Messrs HLB Ler Lum Chew PLT for the financial year ending 31 December 2026. Messrs HLB Ler Lum Chew PLT have met the criteria prescribed under the Rule 15.21 of the Listing Requirements and indicated their willingness to continue their services until the conclusion of the next AGM.

5. Ordinary Resolution No. 5: Authority to issue and allot shares pursuant to Sections 75 And 76 of the Act

The proposed Ordinary Resolution 5 is a renewal of the general mandate for issuance of shares by the Company under Sections 75 and 76 of the Act, if passed, will give authority to the Directors to issue and allot new shares from time to time and grant rights to subscribe for shares, convert any security into shares or allot shares under an agreement or option or offer, provided that the aggregate number of such shares allotted pursuant to this resolution does not exceed 10% of the total number of issued shares (excluding treasury shares) of the Company and that such authority shall continue in force until the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting, whichever is the earlier.

The renewed authority to issue shares will enable the Directors to take swift action for allotment of shares for any possible fund-raising activities, including but not limited to further placing of shares, for the purpose of funding future project(s), working capital and/or acquisition(s) and to avoid delay and cost in convening general meetings to approve such issue of shares.

The authority to issue and allot new shares granted to the Directors at 21st AGM had not been utilized as at the date of this Notice and will lapse at the upcoming 22nd AGM.

6. Ordinary Resolution 6: Proposed renewal of share buy-back authority

This resolution will empower the Directors of the Company to purchase the Company's shares up to 10% of the total number of issued shares of the Company by utilising the funds allocated which shall not exceed the total retained profits of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the Company. Further details regarding the proposed renewal of share buy-back authority are provided in the Share Buy-Back Statement included in the Annual Report 2025.

209

TEX CYCLE TECHNOLOGY (M) BERHAD

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING NOTICE OF 22ND ANNUAL GENERAL MEETING

(pursuant to Rule 8.29(2) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad)

Details of individual who are standing for election as Directors (excluding Directors standing for re-election)

There are no individuals who are standing for election as Directors (excluding Directors standing for re-election).

General mandate for issue of securities in accordance with Rule 6.04(1) of the Listing Requirements

The Company will seek shareholders’ approval on the general mandate for issuance of securities in accordance with Rule 6.04(3) of the Listing Requirements. Please refer to the Proposed Ordinary Resolution 5 as stated in Notice of 22nd AGM of the Company for details.

PERSONAL DATA PRIVACY:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to participate at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

210

PROXY FORM

TEX CYCLE

No. of Shares held
CDS Account No.

TEX CYCLE TECHNOLOGY (M) BERHAD

Registration No. 200401004116 (642619-P)

I/We _____________

(Full Name in Block Letters and NRIC No./Passport No./Registration No.)

of _____________

(address)

being a member of TEX CYCLE TECHNOLOGY (M) BERHAD, hereby appoint:

PROXY 1

Full name (IN BLOCK LETTERS)	NRIC No./Passport No.	Contact No./ Email Address
Full Address	Proportion of Shareholdings
		No. of shares	%

AND/OR failing him/her, (* delete as appropriate)

PROXY 2

Full name (IN BLOCK LETTERS)	NRIC No./Passport No.	Contact No./ Email Address
Full Address	Proportion of Shareholdings
		No. of shares	%

OR failing him/her, the CHAIRMAN OF THE MEETING, as my/our proxy/proxies, to vote for me/us and on my/our behalf at the 22nd Annual General Meeting ("AGM") of the Company to be held at Unit 8, Level 5, Kompleks Komersil Akasa, Jalan Akasa, Akasa Cheras Selatan, 43300 Seri Kembangan, Selangor Darul Ehsan on Wednesday, 13 May 2026 at 10:00 a.m., or at any adjournment thereof for/against the resolutions to be proposed thereat.

Please indicate with a cross (X) in the space(s) provided below whether you wish your votes to be cast for or against the resolutions. In the absence of such specific directions, your proxy will vote or abstain as *he/she thinks fit.

RESOLUTIONS	PROXY 1		PROXY 2
		For	Against	For	Against
ORDINARY RESOLUTION 1	To approve the payment of Directors' fees and benefits up to an amount of RM350,000.00 for the period from the conclusion of the 22nd AGM until the conclusion of the 23rd AGM of the Company.
ORDINARY RESOLUTION 2	To re-elect Datuk Low Chin Koon who retires in accordance with Clause 97 of the Company's Constitution and being eligible, has offered himself for re-election.
ORDINARY RESOLUTION 3	To re-elect Ms Ho Ai Hoon who retires in accordance with Clause 97 of the Company's Constitution and being eligible, has offered herself for re-election.
ORDINARY RESOLUTION 4	To re-appoint Messrs HLB Ler Lum Chew PLT as Auditors of the Company until the conclusion of the next AGM and to authorise the Directors to fix their remuneration.
ORDINARY RESOLUTION 5	Authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act 2016.
ORDINARY RESOLUTION 6	Proposed Renewal of Share Buy-Back Authority.

Delete where applicable

Dated this day of

2026

Signature(s)/Common Seal of Member

NOTES:

For the purpose of determining a member who shall be entitled to attend and vote at the 22nd AGM, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Clause 62 of the Company's Constitution and Section 34(1) of the Securities Industry (Central Depositories) Act 1991 ("SICDA"), to issue a General Meeting Record of Depositors as at 6 May 2026. Only a depositor whose name appears on the Record of Depositors as at 6 May 2026 shall be entitled to attend the said meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his/her stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
Where a member appoints more than one (1) proxy but not more than two (2) proxies, the appointments shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.
Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account") as defined under the SICDA, there shall be no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its Common Seal or signed by an officer or attorney so authorised.
The duly completed and executed Proxy Form must be deposited at the Company's registered office at Unit 521, 5th Floor, Lobby 6, Block A, Damansara Intan, No. 1, Jalan SS20/27, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
Pursuant to Rule 8.31A(1) of the Listing Requirements, voting at the AGM of the Company will be conducted by poll. Poll Administrator and Independent Scrutineers will be appointed respectively to conduct the polling and to verify the results of the poll.

Then fold here

"22ND ANNUAL GENERAL MEETING"

AFFIX STAMP

The Company Secretary
TEX CYCLE TECHNOLOGY (M) BERHAD (Registration No. 200401004116 (642619-P))
c/o Aquilla Services Sdn Bhd
Unit 521, 5th Floor, Lobby 6, Block A
Damansara Intan, No. 1, Jalan SS20/27
47400 Petaling Jaya
Selangor Darul Ehsan

1st fold here

AI assistant

TEX CYCLE TECHNOLOGY (M) BERHAD — Annual Report 2025

71673_rns_2026-05-10_a7a8694b-77af-40a1-91e1-fe6b9b46a6e1.pdf

ANNUAL REPORT 2025

TABLE OF CONTENTS

CORPORATE INFORMATION

Board of Directors

Auditors

Company Secretaries

Principal Bankers

Share Registrar

Registered Office

Corporate Office

Stock Exchange Listing

DIRECTORS' PROFILE

DATUK LOW CHIN KOON

LEE HAI PENG

DIRECTORS' PROFILE

LIM SOOK YEE

Additional Information on Directors

KEY SENIOR MANAGEMENT PROFILE

KEY SENIOR MANAGEMENT PROFILE

KEY SENIOR MANAGEMENT PROFILE

Chong Yen Yee

Hj Muhamad Hj Tolling

Harbir Singh Gill S/O Ajaib Singh Gill

KEY SENIOR MANAGEMENT PROFILE

Teoh Kok Cheow

Additional Information on Key Senior Management

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

COMPANY PROGRESSION

Strategic Expansion & Synergy

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OBJECTIVES

CORE BUSINESS SEGMENTS

Scheduled Waste Management

Renewable Energy

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Trading

Municipal Waste Solution

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

GEOGRAPHIC EXPANSION

Northern Malaysia — Meridian World Sdn Bhd

East Malaysia — Sabah Operations (Tex Evolusi Waste Management Sdn Bhd)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

RISK FACTORS

Fire

Work Hazards

Price War

Changes in Regulations

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Machineries Breakdown

Cybersecurity Risks

Supply Chain Disruptions

Integration Risk from Acquisitions

MILESTONES

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

REVENUE

Improved Logistics Facilities

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Strengthening of the Marketing Team

Renewable Energy Performance

BOTTOM LINE IMPACT

SUMMARY OF FINANCIAL RESULTS

Key Financial Ratios

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Cash Flow Analysis

STRATEGIC DEVELOPMENTS AND PARTNERSHIPS

Meridian World Sdn Bhd — Acquisition Completed August 2025

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Ground Control Sdn Bhd (GCSB) — Municipal Waste and Composting

Econas Resource To Energy Sdn Bhd (ER2E) — Strategic Collaboration

Xantara Sdn Bhd — Strategic Collaboration

Victory Recovery Resources Sdn Bhd — Strategic Collaboration

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Barium Selat Technologies Sdn Bhd – Strategic Collaboration

Tex Evolusi Waste Management Sdn Bhd — Sabah Expansion

Metro Koats Technology Sdn Bhd — Property Disposal

OUTLOOK

TEX CYCLE TECHNOLOGY (M) BERHAD Annual Report 2025