NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 18. INVESTMENTS IN SUBSIDIARIES (CONT’D.) (a) Group restructuring during the financial year (cont’d.) During the financial year, the Group and the Company executed and completed an internal Group restructuring scheme involving the following: (cont’d.) (vi) On 2 September 2024, Blackforest Realty Sdn Bhd had been struck off from the Register of the Companies Commission of Malaysia and dissolved following the publication of the notice of striking off pursuant to Section 551(3) of the Companies Act 2016 in the Gazette. (vii) On 23 September 2024, Tropicana Central Garden Mall Sdn Bhd had been struck off from the Register of the Companies Commission of Malaysia and dissolved following the publication of the notice of striking off pursuant to Section 551(3) of the Companies Act 2016 in the Gazette. (viii) On 14 October 2024, Sempurna Rakyat Sdn Bhd, an indirect wholly-owned subsidiary of Tropicana Danga Senibong Holding Sdn Bhd had been struck off from the Register of the Companies Commission of Malaysia and dissolved following the publication of the notice of striking off pursuant to Section 551(3) of the Companies Act 2016 in the Gazette. (ix) On 16 October 2024, Lido Waterfront Boulevard Sdn Bhd, an indirect 65% owned subsidiary of Tropicana Acehub Sdn Bhd, a wholly-owned subsidiary of the Company, had incorporated an indirect 60% owned subsidiary, Lido Waterfront Duty Free Sdn Bhd with 100 ordinary shares representing 100% of total paid-up capital, for total cash consideration of RM100. (x) On 13 November 2024, the Company completed a capital reduction exercise to reduce its investment in a subsidiary, Tropicana Metro Sdn Bhd by cancelling 16,612,408 Class B Ordinary Shares, all of which are held by the Company amounting to RM16,612,408. (b) Group restructuring in the previous financial year The following group restructuring took place in the previous financial year: (i) Tropicana Indah Realty Sdn Bhd (“TIRSB”) completed the capitalisation of debts amounting to RM31,666,877 owed by its 70% owned subsidiary, TISB by way of issuance of RNCPS at an issue price of RM1 each. Subsequent to the capitalisation, the Company also completed the capitalisation of debts amounting to RM31,666,877 owed by TIRSB by way of issuance of RNCPS at an issue price of RM1 each. (ii) On 17 January 2023, the Company acquired the balance of 7 ordinary shares in Bestari Zamrud Sdn Bhd (“BZSB”) for a total cash consideration of RM7. On 15 May 2023, Tropicana Makmur Peluang Sdn Bhd divested its 2 ordinary shares in BZSB representing 20% of the total paid-up capital, for a total cash consideration of RM2 to the Company. Following the completion of the acquisition and divestment, BZSB has become a wholly-owned subsidiary of the Company. (iii) On 9 November 2023, the Company completed a capital reduction exercise to reduce its investment in an indirect whollyowned subsidiary, Tropicana Gems Education Sdn Bhd by cancelling 49,000,000 RNCPS, all of which are held by the Company amounting to RM49,000,000. (iv) On 15 November 2023, the Company had partially redeemed the RNCPS issued by Tropicana Kajang Hill Sdn Bhd (“TKHSB”) for RM30,000,000 by offsetting of amounts owing by the Company to TKHSB. ANNUAL REPORT 2024 296
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