KUALA LUMPUR (Nov 4): TWL Holdings Bhd (KL:TWL) is seeking for its shareholders to ratify the 192 million employee share option scheme (ESOS) issued to its executive chairman Datuk Tan Wei Lian without prior approval.
The issuance had been made “without obtaining the requisite prior shareholder approval” as required by Bursa Malaysia's Listing Requirements and the company’s ESOS by-laws, TWL confirmed in a filing on Tuesday (Nov 4).
“This ratification will serve to validate the ESOS grant and the subsequent issuance of shares pursuant to the exercise of the options.
“In doing so, the company will ensure that it remains in compliance with the regulatory requirements of Bursa Securities, maintains the integrity of its corporate governance practice, and upholds the confidence of its shareholders and stakeholders in the transparency and accountability of the company’s actions,” TWL said.
The options were granted to Tan on July 1, 2025, at an exercise price of 2.7 sen per share, representing a 10% discount to the five-day volume-weighted average market price.
The group said the error was due to an “administrative oversight” and that it will now seek shareholders’ ratification to validate the issuance of the 192 million options, including 110 million options that had already been exercised into shares.
The ESOS options, representing 74% of the total 258 million shares available under the scheme, were partially exercised by Tan (110 million on July 1), generating proceeds of RM2.97 million, before the remaining 82 million options were cancelled on July 11.
The ESOS committee comprises three independent non-executive directors, namely Low Boon Chin, S Nagaraju Sinniah and Rithauddin Hussein Jamalatiff Jamaluddin, and managing director Tan Lee Chin, who is Tan’s sibling.
Save for Tan, the board said it is of the view that the proposed ratification “is in the best interest of TWL Holdings Group” and has recommended that shareholders vote in favour of the resolution to be tabled at the upcoming extraordinary general meeting.
The proposed ratification is expected to be completed in the fourth quarter of 2025, pending shareholder approval.
For the financial year ended June 30, 2025 (FY2025), the group posted a net profit of RM36.02 million, up nearly fivefold from RM7.29 million in FY2024 while revenue almost doubled to RM100.06 million from RM51.17 million a year earlier.
Its cash and bank balances stood at RM67.31 million as at end-June 2025, compared with RM97.59 million a year ago.
Shares of TWL closed unchanged at 2.5 sen on Tuesday, with a market capitalisation of RM163.7 million.