KUALA LUMPUR (Nov 6): Bursa Securities has directed Zetrix AI Bhd (KL:ZETRIX) to pay its delayed final dividend for the  year ended Dec 31, 2025 (FY2025) by Nov 23. The bourse regulator also asked the company to disclose material information on its financial condition and several other developments which it views with serious concern.

The developments include the withdrawal of its declared interim dividend for FY2026, resignation of all independent directors and external auditors, issuance of its Employees’ Share Option Scheme (ESOS), and financial and operational impact of the suspension of Zetrix and its unit as collection agent for the Road Transport Department (JPJ).

“Before taking enforcement action, Bursa Securities must ensure that all relevant facts and circumstances have been thoroughly examined, the evidence supporting any finding of a breach has been carefully assessed, and applicable procedural requirements have been met,” the regulator said in a statement on Friday.

“Establishing a breach does not dispense with the need for due process: any decision to take enforcement action must be properly substantiated, supported by clear reasons and capable of withstanding scrutiny,” it added.

Bursa Securities said it may take appropriate regulatory action where a breach is established, including enforcement proceedings.

"Bursa Securities remains committed to upholding market integrity, promoting high standards of corporate governance and disclosure, and maintaining investor confidence through a fair, transparent and orderly marketplace," it added.

Zetrix has been in hot water since late August this year, with a series of negative developments emerging one after another.

What began as a forced sell-down by its former largest shareholder, managing director and co-founder, Wong Thean Soon, in late August triggered a breach of a covenant under the group's RM2 billion sukuk programme in October, which requires Wong to remain its single largest shareholder.

Zetrix and its unit were also suspended as JPJ collection agents after they failed to remit RM314 million in revenue collected on behalf of the government. The Transport Ministry has said it plans to sue the company to recover the outstanding sum.

Amidst all this, the company postponed the payment of its final dividend for FY2025 a number of times in September this year, citing a High Court interim injunction sought by an undisclosed substantial shareholder. It was eventually paid in full, except to shareholders affected by the legal action.

Meanwhile, it withdrew the first interim dividend of 0.25 sen declared earlier for FY2026 to conserve cash.

By the end of October, all of Zetrix’s independent directors had resigned, while its external auditors, TGS TW PLT, resigned a month earlier.

As the company faced cash flow pressures and the sukuk covenant breach, it offered 788.83 million employee share options at 5.4 sen apiece, with recipients able to exercise them immediately.  

Shares of Zetrix ended half a sen or 8.33% higher at 6.5 sen on Friday, valuing the company at RM525.11 million.