KUALA LUMPUR (Nov 3): TWL Holdings Bhd (KL:TWL) is seeking shareholders’ approval for another batch of employee share option scheme (Esos) grants made without prior approval, this time involving 119.7 million options awarded to Datin Sek Chian Nee, the wife of its executive chairman and major shareholder Datuk Tan Wei Lian.
The latest case follows a similar breach involving Wei Lian, who previously received 192 million Esos options in July 2025 without prior shareholders' approval, as required by Bursa Malaysia's rules and the company's Esos by-laws.
TWL, formerly known as Tiger Synergy Bhd, had then attributed the oversight to an administrative error. The options were granted at 2.7 sen each, a 10% discount to the five-day average market price.
Of the 192 million options, Wei Lian exercised 110 million, raising RM2.97 million for the company, while the remaining 82 million were cancelled on July 11. The grant accounted for 74% of the 258 million options available under the scheme. A shareholders meeting on Dec 10, 2025, saw three shareholders holding 4.29 billion shares voting for the ratification while four shareholders with 124,300 shares voted against it.
In its latest filing with Bursa Malaysia, TWL said it granted 66 million options to Sek on July 1, 2025, at an exercise price of 2.7 sen each, followed by another 53.7 million options on July 11, 2025, at 2.5 sen each.
Both allocations were fully exercised, generating total proceeds of RM3.12 million. No options remain outstanding.
Independent director S Nagaraju Sinniah chairs the Esos committee while another independent director Rithauddin Hussein Jamalatiff Jamaluddin and managing director Shirley Tan Lee Chin are members. Lee Chin is Wei Lian’s sister.
TWL said it initially considered Sek eligible for the scheme as a member of senior management. However, it subsequently acknowledged that she was a person connected to Tan and therefore required specific shareholders' approval.
Sek was previously an executive director but resigned from the position on Aug 28, 2024, and continued serving the group as its human resources manager.
Under Bursa Malaysia's Listing Requirements and the company's Esos by-laws, grants to directors, major shareholders and persons connected to them require prior shareholders' approval at a general meeting.
The company said the approval obtained in 2021 for Sek's participation in the scheme as an executive director did not cover the grants made in July 2025.
TWL will seek shareholders' ratification at an extraordinary general meeting, with completion expected in the fourth quarter of 2026.
Wei Lian is deemed interested in the proposal and will abstain from the board's deliberations and voting. The board, excluding Wei Lian, has recommended that shareholders vote in favour of the ratification.
Wei Lian is the company’s largest shareholder, with a 10.931% direct and 13.689% indirect interest in TWL, through TWL Capital Bhd. TWL Capital owns a 7.885% direct and 16.736% indirect interest in TWL. While Sek owns a 5.805% direct and 18.816% indirect interest in the company, through TWL Capital.
The residential and commercial property developer reported an about 43% drop in net profit for the financial year ended June 30, 2026, to RM20.79 million, in the absence of an almost RM22 million gain booked from the acquisition of subsidiary companies.
This was despite higher revenue of RM152.45 million from higher sales of houses.
TWL’s shares were unchanged at 2.5 sen, valuing the company at RM166.8 million.