TWL Holdings seeks shareholder ratification for ESOS grant to chairman’s wife

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TWL ratification of ESOS grant to chairman’s wife

Highlights

TWL Holdings will seek shareholder ratification for the grant of 119.7 million ESOS options to Sek at an exercise price of 2.5–2.7 sen per share, generating RM3.12 million.
The previous granting of options without prior approval to connected persons, including 192 million options to Tan Wei Lian, raised governance concerns despite ratification by a majority of shareholders.
TWL’s net profit fell 43% to RM20.79 million despite revenue rising to RM152.45 million, while its shares remained at 2.5 sen, giving it a market capitalisation of RM166.8 million.

This article was translated from the original. Read the original version by our correspondent here.

Option grant details and ratification process

As reported by The Edge Malaysia, in its latest filing with Bursa Malaysia, TWL said it granted Sek 66 million options on 1 July 2025 at an exercise price of 2.7 sen per share, followed by a further 53.7 million options on 11 July 2025 at 2.5 sen per share. Both allocations have been fully exercised, generating total proceeds of RM3.12 million, with no outstanding options remaining.

The company said Sek was initially deemed eligible to participate in the scheme as a senior management member. However, it later acknowledged that she is a person connected to Tan Wei Lian and therefore required specific shareholder approval at a general meeting before the grant was made.

Sek was previously an executive director but resigned on 28 August 2024, and continues to serve the group as its human resources manager. Under Bursa Malaysia’s Listing Requirements and the company’s ESOS bylaws, grants to directors, major shareholders and persons connected to them require prior shareholder approval. TWL said the approval obtained in 2021 for Sek’s participation as an executive director did not cover the grant made in July 2025.

TWL will seek shareholder ratification at an extraordinary general meeting, with completion expected in the fourth quarter of 2026. Wei Lian is deemed to have an interest in the proposal and will abstain from board deliberations and voting, while the board, excluding Wei Lian, recommends that shareholders support the ratification.

The ESOS Committee is chaired by independent director S Nagaraju Sinniah, with another independent director, Rithauddin Hussein Jamalatiff Jamaluddin, and managing director Shirley Tan Lee Chin as members. Lee Chin is Wei Lian’s younger sister.

Governance implications and financial position

This latest case follows a similar breach involving Wei Lian, who previously received 192 million ESOS options in July 2025 without prior shareholder approval. At the time, TWL, formerly known as Tiger Synergy Bhd, attributed the matter 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 11 July. The grant represented 74% of the 258 million options available under the scheme. At the 10 Dec 2025 shareholder meeting, three shareholders holding 4.29 billion shares voted in favour of ratification, while four shareholders holding 124,300 shares voted against.

Wei Lian is the company’s largest shareholder, with a direct interest of 10.931% and an indirect interest of 13.689% in TWL through TWL Capital Bhd. TWL Capital holds a direct interest of 7.885% and an indirect interest of 16.736% in TWL, while Sek holds a direct interest of 5.805% and an indirect interest of 18.816% in the company through TWL Capital.

The residential and commercial property developer reported a roughly 43% decline in net profit for the financial year ended 30 June 2026, to RM20.79 million, as it no longer had the nearly RM22 million gain previously recorded from the acquisition of a subsidiary. This came despite revenue rising to RM152.45 million, supported by higher home sales. TWL shares were unchanged at 2.5 sen, giving the company a market capitalisation of RM166.8 million.

In our previous article on the corporate governance debate that continues to be shaped by the 1MDB scandal, we highlighted how failures in controls, audits and checks and balances shifted the focus to board accountability. We also discussed the importance of whistleblower protections and the need for internal auditors to move beyond retrospective reviews towards a proactive approach to detecting risks earlier.

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