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TXCD BERHAD — Interim / Quarterly Report 2026
May 25, 2026
71766_rns_2026-05-25_476644b3-add4-4e44-b490-3d20b33f7c7d.pdf
Interim / Quarterly Report
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TXCD BERHAD
(Registration No. 200201027337 (Company No. 595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Note | (Unaudited) Current Quarter Ended 31.03.2026 | (Unaudited) Comparative Quarter Ended 31.03.2025 | (Unaudited) Current Period To Date 31.03.2026 | (Uaudited) Preceding Period To Date 31.03.2025 (Restated) | |
|---|---|---|---|---|---|
| RM'000 | RM'000 | RM'000 | RM'000 | ||
| Revenue | A9 | 60,341 | 6,152 | 161,605 | 33,442 |
| Cost of sales | (55,131) | (3,605) | (148,171) | (28,269) | |
| Gross profit | 5,210 | 2,547 | 13,434 | 5,173 | |
| Other operating income | 22 | - | 27 | 5,325 | |
| Operating expenses | (2,069) | (174) | (3,957) | (2,257) | |
| Finance costs | (17) | (136) | (23) | (398) | |
| Profit /(Loss) before taxation | B4 | 3,146 | 2,237 | 9,481 | 7,843 |
| Taxation | B5 | (890) | (1,169) | (2,762) | (1,169) |
| Profit /(Loss) for the financial period/ Total comprehensive income for the financial period | 2,256 | 1,068 | 6,719 | 6,674 | |
| Profit /(Loss) for the financial period attributable to:- Owners of the Company | 2,256 | 1,068 | 6,719 | 6,674 | |
| - Non-controlling interests | - | - | - | - | |
| 2,256 | 1,068 | 6,719 | 6,674 | ||
| Total comprehensive profit/(loss) attributable to:- Owners of the Company | 2,256 | 1,068 | 6,719 | 6,674 | |
| - Non-controlling interests | - | - | - | - | |
| 2,256 | 1,068 | 6,719 | 6,674 | ||
| Profit /(Loss) per share attributable to owners of the Company:- | |||||
| Basic (sen) | B9(a) | 0.72 | 0.34 | 2.16 | 2.14 |
| Diluted (sen) | B9(b) | 0.68 | 0.32 | 2.03 | 2.01 |
This unaudited condensed consolidated statement of profit or loss and other compressive loss should be read in conjunction with the audited consolidated statement for the financial year ended 30 June 2025 and the notes set out on pages 5 to 16 form an integral part of the interim financial report.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| Note | (Unaudited)As at31.03.2026 | (Audited)As at30.06.2025 | |
|---|---|---|---|
| RM'000 | RM'000 | ||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 77 | 67 | |
| Right-of-use-assets | 1,522 | 371 | |
| Total Non-Current Assets | 1,599 | 438 | |
| CURRENT ASSETS | |||
| Inventories | 55 | 302 | |
| Trade receivables | 58,027 | 11,409 | |
| Other receivables | 1,574 | 106 | |
| Contract assets | 21,309 | 4,698 | |
| Cash and bank balances | 6,552 | 5,564 | |
| Total Current Assets | 87,517 | 22,079 | |
| TOTAL ASSETS | 89,116 | 22,517 | |
| EQUITY | |||
| Share capital | 243,742 | 243,742 | |
| Irredeemable Convertible Preference Shares ("ICPS") | 38,138 | 38,138 | |
| Capital reserve | - | 45,880 | |
| Accumulated losses | (272,046) | (324,645) | |
| TOTAL EQUITY | 9,834 | 3,115 | |
| NON-CURRENT LIABILITIES | |||
| Other payables | 818 | 818 | |
| Finance lease payables | 1,397 | 199 | |
| Deferred tax liabilities | 10 | 12 | |
| Total Non-Current Liabilities | 2,225 | 1,029 | |
| CURRENT LIABILITIES | |||
| Trade payables | 73,909 | 16,216 | |
| Other payables | 473 | 1,624 | |
| Contract liability | 562 | 197 | |
| Lease liabilities | 71 | 90 | |
| Tax payable | 2,042 | 246 | |
| Total Current Liabilities | 77,057 | 18,373 | |
| TOTAL LIABILITIES | 79,282 | 19,402 | |
| TOTAL EQUITY AND LIABILITIES | 89,116 | 22,517 | |
| NET ASSETS PER SHARE ATTRIBUTABLE TOOWNERS OF THE COMPANY (RM) | 0.04 | 0.01 |
This unaudited condensed consolidated statement of financial position should be read in conjunction with the audited consolidated statement for the financial year ended 30 June 2025 and the notes set out on pages 5 to 16 form an integral part of the interim financial report.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Attributable to Owners of the Company | ||||||
|---|---|---|---|---|---|---|
| Share Capital | Non - Distributable | Distributable | Total | Total Equity | ||
| Irredeemable Convertible Preference Shares | Capital Reserve | Retained Profits/ (Accumulated Loss) | ||||
| RM'000 | RM'000 | RM'000 | RM'000 | RM'000 | RM'000 | |
| Opening balance at 1 July 2024, as restated | 243,742 | 38,138 | 45,880 | (330,893) | (3,133) | (3,133) |
| Profit for the financial period | - | - | - | 6,248 | 6,248 | 6,248 |
| Total comprehensive income for the financial period | - | - | - | 6,248 | 6,248 | 6,248 |
| As at 30 June 2025 | 243,742 | 38,138 | 45,880 | (324,645) | 3,115 | 3,115 |
| Opening balance at 1 July 2025 | 243,742 | 38,138 | 45,880 | (324,645) | 3,115 | 3,115 |
| Profit for the financial period | - | - | - | 6,719 | 6,719 | 6,719 |
| Reversal of capital reserve | - | - | (45,880) | 45,880 | - | - |
| Total comprehensive income for the financial period | - | - | (45,880) | 52,599 | 6,719 | 6,719 |
| As at 31 March 2026 | 243,742 | 38,138 | - | (272,046) | 9,834 | 9,834 |
The notes set out on pages 5 to 16 form an integral part of the interim financial report.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE FOURTH FINANCIAL QUARTER ENDED 30 APRIL 2026
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| (Unaudited)As at30.04.2026 | (Audited)As at30.06.2025 | |
|---|---|---|
| RM'000 | RM'000 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before taxation | 10,800 | 7,111 |
| Adjustments for:- | ||
| Depreciation of property, plant and equipment | 24 | 11 |
| Depreciation of right-of-use assets | 170 | 37 |
| Waiver of debt | - | (5,325) |
| Interest expense | 28 | 308 |
| Write off of other receivables | - | 5 |
| Write off of deposit | - | 13 |
| Operating profit before working capital changes | 11,022 | 2,160 |
| Changes in working capital | ||
| Contract assets | (18,583) | (2,803) |
| Inventories | (507) | (302) |
| Receivables | (40,764) | 31,442 |
| Payables | 54,505 | 7,534 |
| Cash generated in operations | 5,673 | 38,030 |
| Interest paid | (28) | (263) |
| Tax paid | (2,141) | (676) |
| Net cash generated in operating activities | 3,504 | 37,091 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of property, plant and equipment | (35) | (59) |
| Right of use asset | - | (89) |
| Net cash used in investing activities | (35) | (148) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayment of lease liabilities | (139) | (30) |
| Repayment of bank borrowings | - | (31,361) |
| Net cash used in financing activities | (139) | (31,391) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 3,330 | 5,552 |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL PERIOD | 5,564 | 12 |
| CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL PERIOD | 8,894 | 5,564 |
| Cash and cash equivalents at the end of the financial period comprise:- | ||
| Cash and bank balances | 8,894 | 5,564 |
| 8,894 | 5,564 |
The notes set out on pages 5 to 16 form an integral part of the interim financial report.
TXCD Interim Financial Report for Third Financial Quarter Ended 30.06.2026
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
PART A: EXPLANATORY INFORMATION IN COMPLIANCE WITH MALAYSIAN FINANCIAL REPORTING STANDARD 134 ("MFRS 134")
A1. BASIS OF PREPARATION
The interim financial report is unaudited and has been prepared in compliance with the requirements of MFRS 134: Interim Financial Reporting and paragraph 9.22 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The interim financial report should be read in conjunction with the audited financial statements of the Group for the period ended 30 June 2025. These explanatory notes attached to the interim financial statements provide an explanation of events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the year ended 30 June 2025.
A2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in the preparation of this Condensed Report are consistent with those adopted as disclosed in the audited financial statements of the Group for the financial year ended 30 June 2025, except for the adoption of the following new MFRS and Amendments to MFRSs.
Adoption of new MFRS and amendments to MFRSs
The adoption of the following new MFRS and amendments to MFRSs that are mandatory effective for an accounting period beginning on or after 1 January 2025:
Amendments to MFRS 121
Lack of Exchangeability
The adoption of the above new MFRS and amendments to MFRSs do not have any material impact on condensed consolidated financial statements.
Standards issued but not yet effective
At the date of authorisation for issue of this condensed consolidated interim financial statements, the amendments to MFRSs, which were in issue but not yet effective and have not been early adopted by the Group are as follows:
Effective for annual financial periods beginning on or after 1 January 2026
Amendments to MFRS 9 and MFRS 7
Classification and Measurement of Financial Instruments and Contracts Referencing Nature-dependent Electricity
Amendments to MFRS 1, MFRS 7, MFRS 9, MFRS 10 and MFRS 107
Annual Improvement to MFRS Accounting Standards – Volume 11
Effective for annual financial periods beginning on or after 1 January 2027
| MFRS 18 | Presentation and Disclosure in Financial Statements |
|---|---|
| MFRS 19 | Subsidiaries without Public Accountability: Disclosures |
| Amendment to MFRS 121 | Translation to Hyperinflationary Presentation Currency |
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 5 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
A2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Effective date to be announced
Amendments to MFRS 10 and MFRS 128
Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
The Group will adopt the above amendments to MFRSs when they become effective in the respective financial periods. These amendments to MFRSs are not expected to have material impact to the financial statements of the Group upon their initial applications.
A3. AUDITORS' REPORT ON PRECEDING ANNUAL FINANCIAL STATEMENTS
The auditors’ report on the preceding audited financial statements of the group was not subject to any audit qualification.
A4. SEASONAL OR CYCLICAL FACTORS
The Group's performance during the current quarter under review and period to date was not affected by unusual seasonal or cyclical fluctuations.
A5. UNUSUAL ITEMS DUE TO THEIR NATURE, SIZE OR INCIDENCE
There were no unusual items affecting assets, liabilities, equity, net income, or cash flows of the Group during the current quarter under review and period to date.
A6. CHANGES IN ESTIMATES
There were no material changes in estimates of the amounts reported in prior financial years which have a material effect in the current quarter.
A7. DEBT AND EQUITY SECURITIES
There was no issuance, cancellation, repurchases, resale and repayment of debt and equity securities by the Company during the current quarter under review.
A8. DIVIDEND PAID
There was no dividend paid during the current quarter under review and year to date.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 6 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
A9. SEGMENTAL INFORMATION
Segmental information for the current period to date is presented in respect of the Group’s business segments as follows:-
| | Construction
RM’000 | Others
RM’000 | (Unaudited)
Current
Quarter
31.03.2026
Total
RM’000 |
| --- | --- | --- | --- |
| Revenue | | | |
| External revenue | 60,341 | - | 60,341 |
| Inter-segment revenue | - | - | - |
| | 60,341 | - | 60,341 |
| Result | | | |
| Segment results | 3,790 | (627) | 3,163 |
| Finance cost | (17) | - | (17) |
| Taxation | (890) | - | (890) |
| Profit for the financial period | 2,883 | (627) | 2,256 |
| Segment assets | 89,040 | 76 | 89,116 |
| Non-cash expenses | | | |
| Depreciation of property, plant and equipment | (9) | - | (9) |
| Depreciation of right-of-use assets | (90) | - | (90) |
[The rest of this page has been intentionally left blank]
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 7 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
A9. SEGMENTAL INFORMATION (CONT'D)
Segmental information for the current period to date is presented in respect of the Group’s business segments as follows:- (Cont’d)
| | Construction
RM’000 | Others
RM’000 | (Unaudited)
Current
Year to date
31.03.2026
Total
RM’000 |
| --- | --- | --- | --- |
| Revenue | | | |
| External revenue | 161,605 | - | 161,605 |
| Inter-segment revenue | - | - | - |
| | 161,605 | - | 161,605 |
| Result | | | |
| Segment results | 10,868 | (1,364) | 9,504 |
| Finance cost | (23) | - | (23) |
| Taxation | (2,593) | (169) | (2,762) |
| Profit for the financial period | 8,252 | (1,533) | 6,719 |
| Segment assets | 89,040 | 76 | 89,116 |
| Non-cash expenses | | | |
| Depreciation of property, plant and equipment | (22) | - | (22) |
| Depreciation of right-of-use assets | (141) | - | (141) |
A10. VALUATIONS OF PROPERTY, PLANT AND EQUIPMENT
There were no valuations of property, plant and equipment conducted since the last audited financial statement for the period ended 30 June 2025.
A11. SIGNIFICANT EVENT
The Board of Directors of the Company wishes to announce that Maybank Investment Bank Berhad had, on behalf of the Company, submitted the application in relation to the Proposed Regularisation Plan (as defined herein) to Bursa Malaysia Securities Berhad (“Bursa Securities”) on 1 April 2026.
As at the date of this announcement, the Proposed Regularisation Plan is pending Bursa Securities’ decision.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 8 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
A12. SUBSEQUENT EVENT
There was no subsequent event during the current quarter under review that have not been reflected in this report.
A13. CHANGES IN COMPOSITION OF THE GROUP
There were no material changes in the composition of the Group for the current financial quarter under review.
A14. FINANCIAL GUARANTEE
There was no significant financial guarantee that has financial impact to the Group and the Company.
A15. SIGNIFICANT RELATED PARTY TRANSACTIONS
The significant related party transactions of the Group are as shown below.
| (Unaudited) Current Quarter 31.03.2026 | (Unaudited) Preceding Quarter 31.03.2025 | (Unaudited) Current Year To Date 31.03.2026 | (Unaudited) Preceding Year To Date 31.03.2025 | |
|---|---|---|---|---|
| RM'000 | RM'000 | RM'000 | RM'000 | |
| Transaction with a company which a Director has interest: | ||||
| Subcontract works includes of supply material, labour, tools and machinery to construct and complete of structural, architectural and M&E works. | 36,770 | 5,127 | 72,673 | 5,127 |
A16. CHANGES IN CONTINGENT LIABILITIES
| Current Year To Date 31.03.2026 RM'000 | |
|---|---|
| Performance bond given by the Group in the ordinary Course of business to:- | |
| - Clients | 1,730 |
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 9 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
PART B: ADDITIONAL INFORMATION REQUIRED BY LISTING REQUIREMENTS
B1. REVIEW OF PERFORMANCE
Table 1: Financial review for current quarter and current year to date
| (Unaudited) Current Quarter 31.03.2026 | (Unaudited) Preceding Quarter 31.03.2025 | (Unaudited) Current Year To Date 31.03.2026 | (Unaudited) Preceding Year To Date 31.03.2025 (Restated) | |
|---|---|---|---|---|
| RM'000 | RM'000 | RM'000 | RM'000 | |
| Revenue | 60,341 | 6,152 | 161,605 | 33,442 |
| Cost of sales | (55,131) | (3,605) | (148,171) | (28,269) |
| Gross profit | 5,210 | 2,547 | 13,434 | 5,173 |
| Other operating income | 22 | - | 27 | 5,325 |
| Operating expenses | (2,069) | (174) | (3,957) | (2,257) |
| Finance costs | (17) | (136) | (23) | (398) |
| Profit before taxation | 3,146 | 2,237 | 9,481 | 7,843 |
| Taxation | (890) | (1,169) | (2,762) | (1,169) |
| Profit for the financial year | 2,256 | 1,068 | 6,719 | 6,674 |
For the current quarter, the Group recorded total revenue of RM60.34 million, an increase of RM54.19 million compared to the preceding quarter's revenue of RM6.15 million. The significant improvement in revenue was mainly attributable to the commencement of the six new projects secure during April 2025 to February 2026, namely the Subang Pinnacle Project in Subang Jaya, Selangor; the Setia Alam Project in Shah Alam, Selangor; the EPV Project in Shah Alam, Selangor; the Columbarium Project at Jalan Sungai Besi, Kuala Lumpur; and the Lofthill Project in Raja Uda 2.
Operating expenses for the current quarter amounted to RM2.07 million, representing an increase of RM1.90 million compared to the preceding quarter's operating expenses of RM0.17 million. The increase was primarily attributable to higher manpower costs arising from the increased scale of construction activities during the period.
The current quarter tax expense decreased by RM0.28 million to RM0.89 million compared to RM1.17 million in the corresponding quarter of the preceding year, primarily due to higher tax provisions recognised in the preceding year for the period from July to March 2025.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 10 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
B1. REVIEW OF PERFORMANCE (CONT'D)
Table 2: Financial review for current quarter compared with immediate preceding quarter
| (Unaudited) Current Quarter 31.03.2026 | (Unaudited) Immediate Preceding Quarter 31.12.2025 | |
|---|---|---|
| RM'000 | RM'000 | |
| Revenue | 60,341 | 58,810 |
| Cost of sales | (55,131) | (54,095) |
| Gross profit | 5,210 | 4,715 |
| Other operating income | 22 | 5 |
| Operating expenses | (2,069) | (1,241) |
| Finance costs | (17) | (3) |
| Profit before taxation | 3,146 | 3,476 |
| Taxation | (890) | (1,142) |
| Profit for the financial year | 2,256 | 2,334 |
The Group recorded total revenue of RM60.34 million for the current quarter, representing an increase of RM1.53 million compared to RM58.81 million in the immediate preceding quarter. The higher revenue was mainly attributable to the securing of a new project, Lofthill Tower Project at Raja Uda 2, Kuala Lumpur which contributed RM2.28 million.
Operating expenses for the current quarter were higher, primarily due to an increase in administrative costs. As a result, the Group reported a profit after taxation of RM2.26 million for the current quarter, compared to a profit after taxation of RM2.33 million in the preceding quarter.
B2. PROSPECTS
Malaysia’s economic growth in 2026 is expected to be supported by resilient domestic demand and improving external conditions. The Group remains alert to opportunities for business expansion and is confident in the favorable outlook of the construction industry. Moving forward, the Group will continue to prioritise its construction segment as the main driver of revenue growth.
Barring any unforeseen circumstances, the Board remains cautiously optimistic that the Group will deliver a satisfactorily performance for financial year ending 2026.
B3. VARIANCE OF ACTUAL PROFIT FROM FORECAST PROFIT AND SHORTFALL IN PROFIT GUARANTEE
The Group did not publish any profit forecast in respect of the current quarter.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
B4. PROFIT BEFORE TAXATION IS DERIVED AFTER CHARGING/(CREDITING)
| | Current Quarter
31.03.2026
RM'000 | Current Year To Date
31.03.2026
RM'000 |
| --- | --- | --- |
| Property, plant and equipment written off | - | 3 |
| Finance costs | 17 | 23 |
| Depreciation of property, plant and equipment | 9 | 22 |
| Depreciation of right of use assets | 90 | 141 |
B5. TAXATION
| | Current Quarter
31.03.2026
RM'000 | Current Year To Date
31.03.2026
RM'000 |
| --- | --- | --- |
| Deferred tax expense/(credit) | - | (2) |
| Current tax expense | 890 | 2,764 |
Taxation is computed after taking into consideration of the available capital allowances and the adjusted business losses carried forward from previous years to set off against taxable income.
B6. STATUS OF CORPORATE PROPOSALS ANNOUNCED
On 23 September 2025, Maybank Investment Bank Berhad had, on behalf of the Board of Directors of TXCD Berhad, submitted the application in relation to the Proposed Regularisation Plan to Bursa Securities with the following components:
(i) proposed reduction of the issued ordinary share capital of TXCD and the issued irredeemable convertible preference shares ("ICPS") capital of TXCD ("TXCD ICPS") amounting to an aggregate of RM281.50 million pursuant to Section 116 of the Companies Act, 2016 ("Act");
(ii) proposed exchange of up to 565,886,209 ordinary shares in TXCD ("TXCD Shares") representing the total number of TXCD Shares in issue, with up to 565,886,209 new ordinary shares in RCV Berhad ("RCV") ("RCV Shares") on the basis of one (1) new RCV Share for every one (1) existing TXCD Share held on an entitlement date to be determined by the Board and announced later ("Entitlement Date") by way of a scheme of arrangement under Section 366 of the Act;
(iii) proposed exchange of up to 254,221,104 TXCD ICPS, representing the total number of TXCD ICPS in issue, with up to 254,221,104 new ICPS in RCV ("RCV ICPS"), on the basis of one (1) new RCV ICPS for every one (1) existing TXCD ICPS held on the Entitlement Date by way of a scheme of arrangement under Section 366 of the Act;
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 12 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
B6. STATUS OF CORPORATE PROPOSALS ANNOUNCED (CONT'D)
(iv) proposed assumption of the listing status of TXCD by RCV and the admission of RCV to, and the withdrawal of TXCD from, the Official List of Bursa Securities with the listing and quotation of the enlarged issued RCV Shares and the RCV ICPS on the Main Market of Bursa Securities;
(v) proposed reorganisation comprising the acquisition by RCV from Ageson K2 Sdn Bhd, a wholly-owned subsidiary of Ageson Data Sdn Bhd which in turn is a wholly-owned subsidiary of TXCD, of its entire equity interest in Ageson Kensetsu Sdn Bhd, followed by the disposal by RCV of its entire equity interest in TXCD and up to 254,221,104 TXCD ICPS; and
(vi) proposed private placement of 275,000,000 new RCV Shares ("Placement Share(s)"), at an issue price of RM0.08 per Placement Share to the identified investors.
(i) to (vi) above shall be collectively referred to as the "Proposed Regularisation Plan". As at the date of this announcement, the Proposed Regularisation Plan is pending for Bursa Malaysia's decision.
B7. GROUP BORROWINGS
There were no group borrowings.
B8. MATERIAL LITIGATION
(i) TXCD Berhad (Formerly known as Ageson Berhad) vs QSE Construction & 2 Ors (Kuala Lumpur High Court Civil Suit No.: WA-23NCVC-105-11/2021)
In 2020, QSE instituted an action against TXCD for TXCD’s purported failure to comply with the terms of the Joint Venture Letter of Award dated 19 September 2019 between the parties for purported undertaking of all bonds by TXCD, causing a loss of approximately RM3 million for QSE in relation to start-up costs, management costs and delay of progress works of the joint venture.
TXCD had also instituted an action against Lee Ping Wei (“LPW”) on the grounds that LPW had fraudulently issued a letter on behalf of TXCD on 9 August 2019 to undertake all bonds required under the contract between QSE and Pengurusan Aset Air Berhad (awarder of contract) and that the two directors of QSE are alleged to have dishonestly assisted and conspired with LPW to executing the said letter, causing detrimental damage to TXCD.
The full trial for 30.3.2026 to 3.4.2026, 13.4.2026 and 15.4.2026 has been completed, and the next hearing for oral submissions has been scheduled for 19 June 2026. The solicitor is of the opinion that TXCD has a strong likelihood of success.
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
B8. MATERIAL LITIGATION (CONT'D)
(ii) Dato' Ler Cheng Chye vs Dato' Sri Liew Kok Leong, Dato' Sri Chin Kok Foong and TXCD Berhad (Kuala Lumpur High Court Civil Suit No.: WA-22NCC-664-10/2025)
On 3 October 2025, in the capacity as the liquidator for LKD Trading Sdn Bhd (in liquidation) (“LKD Trading”), Dato’ Ler Cheng Chye filed a legal suit against Dato’ Sri Liew Kok Leong, Dato’ Sri Chin Kok Foong and TXCD Berhad.
TXCD Berhad has filed striking out applications in respect of the case, and the application has been fixed for decision and/or further clarification on 21 May 2026.
On 21 May 2026, the High Court allowed the applications and struck out the suit with cost of RM20,000.00
B9. PROFIT PER SHARE
a) Basic profit per share
The basic profit per share is calculated by dividing the Group's profit attributable to the owners of the Company for the current quarter / year to date by the weighted average number of ordinary shares in issue during the current quarter / year to date under review as follows:-
| Individual Quarter | Cumulative Quarter | |||
|---|---|---|---|---|
| Current Quarter 31.03.2026 | Preceding Year Corresponding Quarter 31.03.2025 (Restated) | Current Year To Date 31.03.2026 | Preceding Year To Date 31.03.2025 (Restated) | |
| Profit attributable to the owners of the Company (RM'000) | 2,256 | 1,068 | 6,719 | 6,674 |
| Weighted average number of shares in issue ('000) | 311,665 | 311,665 | 311,665 | 311,665 |
| Basic profit per share (sen) | 0.72 | 0.34 | 2.16 | 2.14 |
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 14 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
B9. PROFIT PER SHARE (CONT'D)
b) Diluted profit per share
The diluted profit per share is calculated by dividing the Group's profit attributable to the owners of the Company for the current quarter / year to date by the weighted average number of ordinary shares, after adjusted for dilutive effects of all potential ordinary shares from the assumed full exercise of ICPS at the beginning of the financial year of the Company as follows:
| Individual Quarter | Cumulative Quarter | |||
|---|---|---|---|---|
| Current Quarter 31.03.2026 (Restated) | Preceding Period Corresponding Quarter 31.03.2025 (Restated) | Current Year To Date 31.03.2026 | Preceding Year To Date 31.03.2025 (Restated) | |
| Profit attributable to the owners of the Company (RM'000) | 2,256 | 1,068 | 6,719 | 6,674 |
| Weighted average number of shares in issue ('000) | 311,665 | 311,665 | 311,665 | 311,665 |
| Effect of dilution due to issuance of ICPS ('000) | 19,555 | 19,555 | 19,555 | 19,555 |
| Adjusted weighted average number of ordinary shares in issue ('000) | 331,220 | 331,220 | 331,220 | 331,220 |
| Diluted profit per share (sen) | 0.68 | 0.32 | 2.03 | 2.01 |
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
Page 15 of 16
TXCD BERHAD
(Registration No. 200201027337 (595000-H))
(Incorporated in Malaysia)
QUARTERLY REPORT ON UNAUDITED CONSOLIDATED RESULTS
FOR THE THIRD FINANCIAL QUARTER ENDED 31 MARCH 2026
PART C: INFORMATION ON PROVISION OF FINANCIAL ASSISTANCE PURSUANT TO PARAGRAPH 8.23 AND PRACTICE NOTE 11 / 2001 UNDER LISTING REQUIREMENTS OF BURSA SECURITIES
C1. FINANCIAL ASSISTANCE
There is no financial assistance rendered by the Company and the Group for the current quarter / year date.
By order of the Board
Chew Swe Siew @ Chew Swee Siew
Managing Director
Kuala Lumpur
Date: 25 May 2026
TXCD Interim Financial Report for Third Financial Quarter Ended 31.03.2026
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