ANNUAL REPORT 2025 FINANCIAL STATEMENTS Notes to the Financial Statements (Cont’d) For the Financial Year Ended 31 March 2025 163 22. TREASURY SHARES During the financial year, the Company purchased 23,041,200 (2024 - 36,481,900) of its issued ordinary shares from the open market at an average price of RM0.48 (2024 - RM0.45) per share. The total consideration paid for the purchase was RM11,012,870 (2024 - RM16,544,173) including transaction costs. The ordinary shares purchased are held as treasury shares in accordance with Section 127(6) of the Companies Act 2016 and are presented as a deduction from equity. Of the total 2,971,135,000 (2024 - 2,962,019,000) issued and fully paid-up ordinary shares at the end of the reporting period, 188,973,100 (2024 - 165,931,900) ordinary shares are held as treasury shares by the Company. The treasury shares are held at a carrying amount of RM89,824,137 (2024 - RM78,811,266). 23. MERGER DEFICIT The merger deficit of RM11,072,000 (2024 - RM11,072,000) resulted from the difference between the carrying value of the investments in subsidiaries and the nominal value of the shares of the Company’s subsidiaries upon consolidation under the merger accounting principle. 24. EMPLOYEE SHARE OPTION RESERVE Group Company 2025 2025 RM’000 RM’000 As at 1 April - - Recognition of ESOS expense 7,156 2,856 ESOS granted to employees of subsidiaries - 4,300 Transfer to share capital for ESOS exercised (643) (643) Transfer of ESOS reserve for ESOS lapsed (1,378) (1,378) As at 31 March 5,135 5,135 The employee share option reserve represents the equity-settled share options granted to employees. The reserve is made up of the cumulative value of services received from employees recorded over the vesting period commencing from the grant date of equity-settled share options, and is reduced by the expiry or exercise of the share options. The Employee Share Option Scheme of the Company (“ESOS”) is governed by the ESOS By-Laws and was approved by shareholders on 20 February 2020. The ESOS is to be in force for a period of 5 years effective from 16 July 2021. The main features of the ESOS are as follows:- (i) Eligible persons are employees and/or directors of the Group, save for companies which are dormant, and determined at the discretion of the ESOS committee after taking into consideration amongst others, the performance, contribution, employment grade, seniority, length of service and his/her potential contribution of the Eligible persons to the success of the Group. (ii) The maximum number of new ordinary shares of the Company, which may be available under the scheme, shall not exceed in aggregate 7.5%, or any such amount or percentage as may be permitted by the relevant authorities of the issued and paid-up share capital of the Company at any one time during the existence of the ESOS. (iii) The option price shall be determined by the ESOS Committee based on the 5-day weighted average market price of ordinary shares of the Company immediately preceding the offer date of the option, with a discount of not more than 10%. (iv) The option may be exercised by the eligible person by notice in writing to the Company in the prescribed form during the option period in respect of all or any part of the new ordinary shares of the Company comprised in the ESOS. (v) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in all respects with the existing ordinary shares of the Company, provided always that new ordinary shares so allotted and issued, will not be entitled to any dividends, rights, allotments and/or other distributions declared, where the entitlement date of which is prior to date of allotment and issuance of the new ordinary shares.
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