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20260205_PTMR_Rencana Transaksi Material Dengan Persetujuan RUPS_32025122_lamp2.pdf
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CHANGES AND/OR IMPROVEMENTS TO
INFORMATION DISCLOSURE
IN ORDER TO COMPLY WITH FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 17/POJK.04/2020
CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES (“POJK 17/2020”) AND
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 42/POJK.04/2020 CONCERNING AFFILIATE
TRANSACTIONS AND CONFLICTS OF INTEREST (“POJK 42/2020”)
THIS INFORMATION IS PREPARED FOR THE SHAREHOLDERS IN RELATION TO (I) THE PROPOSED CHANGE IN
BUSINESS ACTIVITIES OF THE COMPANY; (II) THE SALE OF ASSETS AND LIABILITIES OF THE COMPANY TO PT
MITRA PACK TBK; AND (III) THE ACQUISITION OF 49,00% OWNERSHIP IN PT SAMUDERA LAYAR NUSANTARA
BY THE COMPANY (THE “PLANNED TRANSACTIONS”). THIS INFORMATION IS HIGHLY IMPORTANT AND
SHOULD BE CAREFULLY CONSIDERED BY THE SHAREHOLDERS OF THE COMPANY
PT MASTER PRINT Tbk
("Company")
Main Business Activities:
Engaged in trading as
official distributor and rental of goods
industry
Based in Jakarta, Indonesia
Head Office:
Jl. Pangeran Jayakarta No. 135 Block C12-15, South Mangga Dua
Sawah Besar, South Jakarta
Phone: 021 – 624-0170
Website : www.masterprint.co.id ; Email: corsec@masterprint.co.id
THIS DOCUMENT CONTAINS INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE COMPANY'S PLANS
TO:
(i) CHANGE THE COMPANY'S BUSINESS ACTIVITIES ;
(ii) SELL ALL ASSETS AND LIABILITIES TO PT MITRA PACK TBK; AND
(iii) ACQUIRE 49,00% OWNERSHIP IN PT SAMUDERA LAYAR NUSANTARA.
In the event of any doubt regarding any aspect of this Shareholder Disclosure or concerning the actions you
should take, you may consult with your securities broker or registered securities representative, investment
manager, legal advisor, accountant, or other professional advisor.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY, BOTH INDIVIDUALLY AND
JOINTLY, ARE RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF ALL INFORMATION OR MATERIAL
FACTS CONTAINED IN THIS INFORMATION DISCLOSURE AND CONFIRM THAT THE INFORMATION PRESENTED IS
CORRECT AND THERE ARE NO MATERIAL FACTS NOT PRESENTED THAT MAY CAUSE THIS INFORMATION TO BE
MISLEADING .
This Disclosure of Information was published in Jakarta on 23 January 2026.
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I. INTRODUCTION
The information as stated in this Disclosure of Information is prepared in order to fulfill the Company's
obligation to announce the disclosure of information regarding material transactions and changes in
business activities as well as affiliated transactions and conflicts of interest that the Company will
undertake, in connection with:
1. Changes in the Company's business activities to Holding Company activities , Head Office
activities, and Other Management Consulting Activities (" Changes in Business Activities ");
2. Sale of all the Company's Assets and Liabilities to PT Mitra Pack Tbk (" PTMP ") for Rp
102.184.994.617 (one hundred and two billion one hundred and eighty-four million nine
hundred and ninety-four thousand six hundred and seventeen Rupiah ) ("Asset and Liability Sale
Transaction " )
3. Acquisition of all shares of Darmawan Wangsa in PT Samudera Layar Nusantara (“ SLN ”) by the
Company with a total nominal value of Rp 89.518.000.000 (eighty-nine billion five hundred and
eighteen million Rupiah ) or 68.600 shares representing 49,00% (forty-nine percent) of all issued
and paid-up capital of SLN (“ SLN Acquisition Transaction ”)
The three actions as described in points 1 and 3 above are hereinafter collectively considered and
referred to as the Planned Transaction.
In connection with the planned Change of Business Activities as referred to in point 1 above and in
accordance with the provisions of POJK 17/2020, the Company plans to request approval from
Shareholders at an Extraordinary General Meeting of Shareholders (“ EGMS ”).
Furthermore, the Company also submits the Disclosure of Information and supporting documents in
relation to the Planned Transaction and the proposed Change in Business Activities, in accordance with
the provisions set forth in POJK 17/2020.
Furthermore, the implementation of the Asset and Liability Sale Transaction as referred to in point 2
above is set out in the Master Agreement dated on January 23, 2026 (“ Asset and Liability Sales
Agreement”).
The implementation of the SLN Acquisition Transaction as referred to in point 3 above is set forth in a
Conditional Share Sale and Purchase Agreement (“CSPA”) dated January 7, 2026, entered into by and
between Darmawan Wangsa, as the seller, and the Company, as the purchaser (“SLN Acquisition
CSPA”).
The Board of Directors and Board of Commissioners of the Company, both individually and collectively,
will comply with and fulfill the provisions regarding changes in business activities as stipulated in the
Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions
and Changes in Business Activities (“ POJK 17/2020 ”).
The Board of Directors and Board of Commissioners of the Company, both individually and jointly,
declare that the Asset and Liability Sale Transaction and the SLN Acquisition Transaction are Material
Transactions and changes in business activities as referred to in POJK 17/2020, and is an Affiliated
Transaction as referred to in the Financial Services Authority Regulation Number 42/POJK.04/2020
concerning Affiliated Transactions and Conflict of Interest Transactions (“ POJK 42/2020 ”). Asset and
Liability Sale Transactions also have the potential to constitute Conflict of Interest Transactions as
referred to in POJK 42/2020.
This Information Disclosure is prepared in order to fulfill the Company's obligation to provide
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Information Disclosure to the public regarding Changes in Business Activities and Transaction Plans to
be implemented by the Company, as well as to obtain the approval of the Company's Shareholders
through the General Meeting of Shareholders. Extraordinary General Meeting (“EGMS”) regarding
Changes in Business Activities as required in Article 22 paragraph (1) letter a POJK 17/2020 and the
approval of the Company's Independent Shareholders through an Independent Extraordinary General
Meeting of Shareholders (“Independent EGMS ”) regarding the Sale of Assets and Liabilities
Transactions and SLN Acquisition Transactions as required in Article 11 paragraph (1) letter d POJK
42/2020.
II. DESCRIPTION OF THE PLANNED TRANSACTION
1. Asset and Liability Sale Transactions
A. Transaction Date
The Transaction shall be carried out concurrently with the Independent Extraordinary General
Meeting of Shareholders (“Independent EGMS”) or no later than one (1) business day after
the date of such EGMS.
B. Transaction Object
The object of the transaction is the total net assets of PTMR amounting to Rp102.184.994.617
(one hundred two billion one hundred eighty four million nine hundred ninety four thousand
six hundred and seventeen rupiah) , which also includes PTMR shares in PT Global Putra
Kusuma (GPK ) .
1) A Brief History of GPK
PT Global Putra Kusuma (“ GPK ”) was established based on Notarial Deed of Novianti, SH,
MM, No. 3 dated September 1, 2014. The deed of establishment has been approved by
the Ministry of Law and Human Rights of the Republic of Indonesia in Decree No. AHU-
0091621.40.80.2014 dated September 10, 2014 (“ Deed of Establishment ”).
The Company's Articles of Association have been amended several times. The latest
amendment was based on Deed of Stephanie Wilmarta, SH, No. 44 dated August 13,
2025, concerning reappointment of the Board of Commissioners and the Board of
Directors. This amendment has been approved by the Minister of Law and Human Rights
of the Republic of Indonesia through Decree No. AHU-0194056.AH.01.11. year 2025 dated
August 21, 2025 (" Deed 44/2025 ").
2) Company's address
PT Global Putra Kusuma is domiciled at Prima Jayakarta Complex 135 Block B 20, Jl.
Pangeran Jayakarta, South Mangga Dua, Sawah Besar, Central Jakarta.
3) GPK Business Activities
PT Global Putra Kusuma is engaged in the wholesale trade of machinery, equipment and
other supplies.
4) Structure and Composition of GPK Shareholders
Based on the Deed of Statement of Decision of Shareholders of PT Global Putra Kusuma
No. 44 dated August 13, 2025, Stephanie Wilmarta SH, Notary in Jakarta, which has been
approved by the Minister of Law and Human Rights of the Republic of Indonesia based on
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Decree No. AHU-0194056.AH.01.11. year 2025 dated August 21, 2025. The capital
structure and composition of the Company's shareholders are as follows:
Nominal Value of Rp. 100.000,00 per share
Information
Number of Shares Amount (Rp) (%)
Authorized capital 1.000.000 100.000.000.000
Shareholders:
- PT Master Print Tbk 247.500 24.750.000.000 99,00%
- PT Kencana Usaha Sentosa 2.500 250.000.000 1,00%
Amount of Issued and Fully Paid-
250.000 25.000.000.000 100,00%
Up Capital
Shares in Portfolio 750.000 75.000.000.000
5) GPK Management Structure
The composition of the Board of Directors and Board of Commissioners of GPK at the time
this information disclosure was published based on the latest Deed of Amendment is as
follows:
Board of Commissioners
Main Commissioner : Ardi Kusuma
Commissioner : Jessica Kusuma
Independent Commissioner : Ilham Djaja
Board of Directors
President Director : Tungga Wijaya
Director : Edward Kusuma
Director : Cindy Kusuma
6) GPK Financial Information
The table below illustrates the summary of important financial data of PT Global Putra
Kusuma: (i) on December 31 for the period ended in 2024 audited by KAP Kanaka
Puradiredja, Suhartono, Independent Public Accountant, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an unqualified
opinion dated March 25, 2025, signed by Helli IB Susetyo, CPA; (ii) on September 30 for
the period ended in 2025 audited by KAP Kanaka Puradiredja, Suhartono, Independent
Public Accountant, based on Auditing Standards established by the Indonesian Institute
of Public Accountants (IAPI) with an unqualified opinion dated December 29, 2025, signed
by Helli IB Susetyo, CPA.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 41.974.664.740 48.422.394.828
Total Liabilities 24.398.856.042 22.449.527.883
Total Equity 17.575.808.698 25.972.866.945
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Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Net Sales 18.606.059.057 15.891.435.742
Gross Profit 5.952.206.305 6.769.103.061
Net Profit (Loss) for the
(8.108.088.232) 3.632.753.696
Current Period
C. Parties involved in Transactions
Buyer : PTMP
Seller : Company
The following is information about PTMP:
1) A Brief History of PTMP
PTMP was established on May 25 2000, based on Deed no. 257 from Drajat
Darmadji, SH, M. Hum, Notary in Jakarta. The deed of establishment has been
ratified by the Minister of Law and Human Rights of the Republic of Indonesia with
Decree No. C24427.HT.01.01.Th.2000. dated November 21, 2000 (“Deed of
Establishment of PTMP ”).
The Group's Articles of Association have been amended several times, most recently
based on Deed No. 86 dated September 12, 2022 from Christina Dwi Utami SH,
M.Kn., Notary in West Jakarta which has been approved by the Minister of Law and
Human Rights of the Republic of Indonesia with Decree No. AHU-AH.01.03-0290444
dated September 12, 2022 (" Deed 86/2022 ").
2) Address of PT Mitra Pack Tbk
PTMP's domicile is on Jalan Pangeran Jayakarta, 135 Prima Jayakarta Complex Block
B 20 South Mangga Dua, Sawah Besar, South Mangga Dua Subdistrict, Sawah Besar
District, Central Jakarta, DKI Jakarta Province.
3) Business Activities of PT Mitra Pack Tbk
The company operates in the following business sectors:
a. Wholesale of Machinery, Equipment and Other Supplies
b. Wholesale Trade in Chemical Materials and Goods
c. Rental and Leasing Activities Without Option Rights – Machinery, Equipment
and Other Tangible Goods that cannot be classified elsewhere
d. Machine Repair for Special Purposes
e. Wholesale of Other Products that cannot be classified elsewhere
f. Wholesale of Electronic Spare Parts
4) Capital Structure and Share Ownership
Based on the Deed of Decree of the Shareholders of PT Mitra Pack Tbk No. 86 dated
12 September 2022, Christina Dwi Utami SH, M.Kn., Notary in West Jakarta, which
has been approved by the Minister of Law and Human Rights of the Republic of
Indonesia based on Decree No AHU-AH.01.03-0290444 dated 12 September 2022.
The capital structure and composition of PTMP shareholders are as follows:
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Nominal Value of Rp 25.00.- per share
Information
Number of Shares Amount (Rp) (%)
Authorized capital 9.476.800.000 236.920.000.000
Shareholders:
- PT Kencana Usaha 2.298.124.000 57.453.100.000 72,51%
Sentosa
- Jessica Kusuma 23.692.000 592.300.000 0,75%
- Cindy Kusuma 23.692.000 592.300.000 0,75%
- Edward Kusuma 23.692.000 592.300.000 0,75%
- Public 800.000.000 20.000.000.000 25,24%
Amount of Issued and Fully
3.169.200.000 79.230.000.000 100,00%
Paid-Up Capital
Shares in Portfolio 6.307.600.000 157.690.000.000
5) Board of Directors and Commissioners
The composition of the Board of Directors and Board of Commissioners of PTMP at
the time this information disclosure was published based on the latest Deed of
Amendment is as follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Tungga Wijaya
Independent Commissioner : Drs. Gilbert Rely, SH, SE
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
6) Financial Information
The table below illustrates the Company's consolidated financial data highlights: (i)
as of December 31 for the period ended in 2024 audited by KAP Kanaka Puradiredja,
Suhartono, Independent Public Accountant, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated March 25, 2025, signed by Helli IB Susetyo, CPA; (ii) as of
September 30 for the period ended in 2025 audited by KAP Kanaka Puradiredja,
Suhartono, Independent Public Accountant, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated December 29, 2025, signed by Helli IB Susetyo, CPA.
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Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 290.158.790.171 334.864.065.589
Total Liabilities 100,042,858,428 102.586.997.777
Total Equity 190.115.931.743 232.277.067.812
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Sales Net 147.594.701.531 136.574.090.252
Gross Profit 46.281.717.463 48.205.687.893
Net Profit (Loss) for
the Current Period (41.904.588.054) 8.311.158.115
The following is information regarding the Company :
1) Brief History of the Company
PT Master Print (the “Company”) was established in Jakarta based on Deed No. 44
dated May 26, 2006, drawn up before H. Warman, SH, Notary in Jakarta. The deed
of establishment has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia with Decree No. C-22993 HT.01.TH.2006 dated August 7, 2026
(“ Deed of Establishment of the Company ”).
The Company's Articles of Association have been amended several times, most
recently by Notarial Deed No. 21 of Putra Hutomo, SH, M.Kn., dated October 8, 2024,
concerning the increase in authorized capital, issued and paid-up capital. The
amendment deed has been approved by the Minister of Law and Human Rights of
the Republic of Indonesia in Decree No. AHU-AH.01.03-0199591 dated October 8,
2024 (" Deed 21/2024 ")
2) Company's address
The Company's domicile and head office are located in Jakarta, with the address at
Jl. Pangeran Jayakarta 135 Block C 12-15, Mangga Dua Selatan Village, Sawah Besar
District, Central Jakarta.
3) Company Business Activities
In accordance with Article 3 of the Company's Articles of Association , the Company
is engaged in the wholesale trade of machinery, equipment and other supplies,
wholesale trade of other products that cannot be classified elsewhere, rental and
leasing activities without option rights of machinery, equipment and other tangible
goods that cannot be classified elsewhere, wholesale trade of electronic spare parts
and wholesale of chemical materials and goods.
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4) Capital Structure and Shareholder Composition of the Company
of the Company's Shareholders No. 21 dated October 8, 2024, made before Putra
Hutomo, SH, M.Kn., Notary in Jakarta, which has been approved by the Minister of
Law and Human Rights of the Republic of Indonesia based on Decree No. AHU-
AH.01.03-0199591 dated October 8, 2024, the capital structure and composition of
the Company's shareholders are as follows:
Nominal Value of Rp 25.00.- per share
Information Number of Amount (Rp) (%)
Shares
Authorized capital 5.888.000.000 147.200.000.000
Shareholders:
- PT Mitra Pack Tbk 1.457.280.000 36.432.000.000 76,42%
- Ardi Kusuma 14.720.000 368.000.000 0,77%
- Public 435.000.000 10.875.000.000 22,81%
Amount of Issued and Fully Paid-Up
1.907.000.000 47.675.000.000 100,00%
Capital
Shares in Portfolio 3.981.000.000 99.525.000.000
5) Board of Directors and Commissioners
the Company's Board of Directors and Board of Commissioners at the time this
information disclosure was published based on the latest Deed of Amendment is as
follows:
Board of Commissioners
Main Commissioner : Jessica Kusuma
Commissioner : Ilham Djaja
Independent Commissioner : Heriyadi
Board of Directors
President Director : Ardi Kusuma
Director : Cindy Kusuma
Director : Edward Kusuma
Director : Tungga Wijaya
6) Company Financial Information
The table below illustrates the summary of PTMR's consolidated financial data: (i) as
of December 31 for the period ended in 2024 audited by KAP Kanaka Puradiredja,
Suhartono, Independent Public Accountant, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated March 25, 2025, signed by Helli IB Susetyo, CPA; (ii) as of
September 30 for the period ended in 2025 audited by KAP Kanaka Puradiredja,
Suhartono, Independent Public Accountant, based on Auditing Standards
established by the Indonesian Institute of Public Accountants (IAPI) with an
unqualified opinion dated December 29, 2025, signed by Helli IB Susetyo, CPA.
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Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 143.775.377.160 159.592.481.736
Total Liabilities 55.598.228.470 60.397.809.378
Total Equity 88.177.148.690 99.194.672.359
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Net Sales 97.308.765.210 128.819.630.162
Gross Profit 25.594.536.047 36.305.830.299
Net Profit (Loss) for the
Current Period (10.503.915.995) 6.887.304.070
D. Affiliate Relationships
1) Name of the Party Conducting the Transaction and Its Relationship with the Company
The Company and PTMP.
2) Nature of the Affiliation Relationship between the Party Conducting the Transaction and
the Company
PTMP is the controlling shareholder of the Company.
E. Transaction Value
F. The transaction value for the sale of assets and liabilities amounts to Rp102.184.994.617 (one
hundred two billion one hundred eighty-four million nine hundred ninety-four thousand six
hundred seventeen Rupiah), as stipulated in the Master Agreement dated on 23 January 2026.
Brief description of Asset and Liability Sale Transactions
1) Party
Buyer : PTMP
Seller : Company
2) Sale and Purchase Agreement
Master Agreement dated on 23 January 2026
3) Prerequisite
All corporate approvals and consents required for the Company and PTMP, including
but not limited to obtaining approval from the Independent General Meeting of
Shareholders of the Company and PTMP for the Sale of Assets and Liabilities
Transaction.
4) Applicable Law and Dispute Resolution
Applicable law: the laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
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2. SLN Acquisition Transaction
A. Transaction Date
The Transaction shall be carried out concurrently with the Independent Extraordinary General
Meeting of Shareholders (“Independent EGMS”) or no later than one (1) business day after
the date of such EGMS.
B. Transaction Object
The object of the transaction is 68.600 (sixty eight thousand six hundred rupiah) shares or
49,00 % (forty nine percent) of all issued and fully paid-up capital in SLN.
The following is information regarding SLN:
1) A Brief History of SLN
PT Samudera Layar Nusantara (“SLN”) was established based on Notarial Deed No. 7 dated
August 28, 2022, by Robert Prasetia Mulia, SH, MKn., a Notary in Cirebon. The deed of
establishment has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia through Decree No. AHU-0171875.AH.01.11 of 2022 dated August
31, 2022.
The Company's Articles of Association have been amended several times, most recently
by Notarial Deed No. 03 dated June 20, 2025, issued by Robert Prasetia Mulia, SH, M.Kn.,
a notary in Cirebon Regency, regarding changes to the composition of shareholders, the
composition of commissioners, and directors. These changes have been accepted and
recorded in the Legal Entity Administration System of the Ministry of Law and Human
Rights of the Republic of Indonesia in Letter No. AHU-0137649.AH.01.11.Year 2025, dated
June 20, 2025.
2) SLN Address
The company is domiciled at Gold Coast Office Tower Liberty Floor 21 Unit D, Pantai Indah
Kapuk, Kamal Muara, Penjaringan, North Jakarta Administrative City, DKI Jakarta.
3) SLN Business Activities
The company operates in the field of domestic sea transportation for goods, including sea
transportation rental businesses and operators.
4) Capital Structure and Shareholder Composition of SLN
Based on the Deed of Statement of Decision of Shareholders of PT Samudera Layar
Nusantara No. 03 dated June 20, 2025 from Robert Prasetia Mulia, SH, M.Kn., notary in
Cirebon Regency which has been approved by the Minister of Law and Human Rights of
the Republic of Indonesia based on Decree No. AHU-0137649.AH.01.11.Tahun 2025,
dated June 20, 2025. The capital structure and composition of SLN shareholders are as
follows:
Nominal Value of Rp1.000.000,00 per share
Information Number of Amount (Rp) (%)
Shares
Authorized capital 140.000 140.000.000.000
Shareholders:
- PT Prima Dharma Karsa 71.400 71.400.000.000 51,00 %
- Mr. Darmawan Wangsa 68.600 68.600.000.000 49,00 %
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Amount of Issued and
140.000 140.000.000.000 100,00%
Fully Paid-Up Capital
Shares in Portfolio - -
5) Board of Directors and Commissioners
The composition of the Board of Directors and Board of Commissioners of SLN at the time
this information disclosure was published based on the latest Deed of Amendment is as
follows:
Board of Commissioners
Commissioner : Wang Jinge
Board of Directors
Director : Darmawan Wangsa
6) Financial Information
The table below illustrates the summary of SLN's important financial data : (i) as of
December 31 for the period ended in 2024 audited by KAP Anwar and Partners,
Independent Public Accountants, based on Auditing Standards established by the
Indonesian Institute of Public Accountants (IAPI) with an unqualified opinion dated
November 26, 2025, signed by Soaduon Tampubolon; (ii) as of September 30 for the
period ended in 2025 audited by KAP Anwar and Partners, Independent Public
Accountants, based on Auditing Standards established by the Indonesian Institute of
Public Accountants (IAPI) with an unqualified opinion dated November 26, 2025, signed
by Soaduon Tampubolon.
Statement of Financial Position
Presented in Rupiah
Information September 30, 2025 December 31, 2024
Total Assets 171.853.242.363 152.794.867.717
Total Liabilities 1.485.843.103 2.092.464.831
Total Equity 170.367.399.260 150.702.402.886
Statement of Profit or Loss and Other Comprehensive Income
Presented in Rupiah
Information September 30, 2025 September 30, 2024
Income 57.577.635.877 21.736.884.591
Gross Profit 21.399.546.963 3.599.567.616
Net Profit (Loss) for the
Current Period 19.661.877.515 (295.545.174)
C. Parties involved Transactions
Buyer : Company
Seller : Darmawan Wangsa
The following is information regarding the Seller and Buyer in the SLN Acquisition Transaction:
A) Seller Information
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Darmawan Wangsa was born in Henan on March 20, 1963 , is an Indonesian citizen,
residing at Pantai Mutiara Block AG No. 10, RT 008, RW 016, Pluit Village, Penjaringan
District, North Jakarta Administrative City, DKI Jakarta Province , and is a Director at PT
Samudera Layar Nusantara.
B) Buyer Information
Information related to the buyer is as stated in Chapter III number 1 letter B of this
Information Disclosure.
D. Affiliate Relationships and the Nature of Conflicts of Interest
1) Name of the parties conducting the transaction and their relationship with the Company
The Company and Darmawan Wangsa.
2) Nature of the affiliation relationship between the transacting party and the Company
There is no affiliation relationship between the Company and Darmawan Wangsa. However,
the SLN Acquisition Transaction constitutes a transaction that potentially involves a conflict of
interest, as it is conducted in connection with the sale of shares of PT Mitra Pack Tbk in the
Company to Deep Source Pte. Ltd.
E. Transaction Value
The transaction value for the acquisition of 49,00% (forty-nine percent) of SLN’s shares, as
stipulated in the SLN Acquisition CSPA dated January 7, 2026, amounts to Rp89.518.000.000
(eighty-nine billion five hundred eighteen million Rupiah).
Brief description of CSPA Acquisition of SLN
1) Party
• PT Master Print Tbk (Buyer)
• Darmawan Wangsa (Seller)
2) Acquisition Purchase Agreement (CSPA)
The Seller agrees, immediately after fulfilling all the conditions as referred to in the SLN
Acquisition CSPA, to sell and transfer to the Buyer, and the Buyer agrees to purchase
and accept the delivery of 49.00% of Darmawan Wangsa shares (“ Sold Shares ”) from
the Seller along with all rights and benefits attached thereto, free from all claims and
guarantees (“ Transaction ”).
The Seller and Buyer agree that the Transaction will be carried out with a total sale and
purchase price of the Shares Sold of Rp. 89,518,000,000 ( eighty-nine billion five
hundred and eighteen million rupiah ) (“ Transaction Price ”).
The Seller and Buyer agree that for the settlement Transaction, the Parties will make
and sign a deed regulating the sale and purchase and transfer of rights to all Shares Sold
before a notary (" Share Sale and Purchase Deed ") no later than 1 (one) Working Day
after all Prerequisites have been fulfilled (" Settlement ").
3) Prerequisite
All approvals, reporting and announcements required for PT Master Print Tbk, SLN and
Tn.Darmawan Wangsa, including but not limited to obtaining approval from the
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Independent General Meeting of Shareholders of PT Master Print Tbk for the SLN
Acquisition Transaction.
4) Applicable Law and Dispute Resolution
Applicable law: the laws of the Republic of Indonesia
Dispute Resolution: South Jakarta District Court
3. Transaction Plan Conclusion
A. Asset and Liability Sale Transactions
Based on the Company's Financial Report as of September 30, 2025, which has been audited
by the Public Accounting Firm Kanaka Puradiredja, Suhartono and referring to the Asset
Valuation Report of PT Master Print Tbk and the Share Valuation Report of PT Global Putra
Kusuma issued by the Public Valuation Services Firm Syarif, Endang and Rekan as of January 7,
2026, the value of the Asset and Liability Sales Transaction will potentially exceed 50% (fifty
percent) of the Company's equity, this can be seen from the following table:
Expressed in full Indonesian Rupiah
Asset and Liability Sale
Description PTMR (Rp) Percentage Threshold Analysis Results
Transaction Value(Rp)
Including material transactions that require
Equity 88.177.148.690 102.184.994.617 115,89% >20%
GMS approval
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, in accordance with the provisions in Article 3 paragraph (1) in conjunction with
Article 6 paragraph (1) letter d number 1 in conjunction with Article 14 letter a POJK 17/2020 ,
the Asset and Liability Sale Transaction is a material transaction whose value exceeds 50% (fifty
percent) of the Company's equity, and is an affiliated transaction because PT Mitra Pack Tbk is
an affiliate of the Company.
The Asset and Liability Sale Transaction also has the potential to constitute a Conflict of Interest
Transaction as referred to in POJK 42/2020 because it is carried out in connection with the sale
of PT Mitra Pack Tbk's shares in the Company to Deep Source Pte. Ltd. Therefore, the Company
will hold an Independent GMS to obtain approval from Independent shareholders regarding
the planned implementation of the Asset and Liability Purchase Transaction and fulfill all
provisions of material transaction procedures , affiliated transactions and conflict of interest
transactions as regulated in POJK 17/2020 and POJK 42/2020.
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B. SLN Acquisition Transaction
In connection with the SLN Acquisition Transaction plan and in accordance with the provisions
in Article 3 paragraph at (1) jo. Article 6 paragraph (1) letter d number 1 jo. Article 14 letter a
POJK 17/2020 , the SLN Acquisition Transaction is a material transaction whose value exceeds
50% (fifty percent of the Company's equity) , this is presented in the following analysis table:
Expressed in full Rupiah
Transaction Value
Description PTMR (Rp) SLN (Rp) Percentage Threshold Analysis Results
(Rp)
Including material transactions that require
Equity 88.177.148.690 170.367.399.260 89.518.000.000 101,52% >20%
GMS approval
Including material transactions that require
Total Assets 143.775.377.160 171.853.242.363 - 119,53% >50%
GMS approval
Including material transactions that require
Net Sales 97.308.765.210 57.577.635.877 - 59,17% >50%
GMS approval
Net Income (10.503.915.995) 19.661.877.515 - -187,19% >50% Including material transactions
Source: Audited Financial Statements as of September 30, 2025.
Furthermore, the SLN Acquisition Transaction is a transaction that has the potential to contain
a conflict of interest because it is carried out in connection with the sale of PT Mitra Pack Tbk's
shares in the Company to Deep Source Pte. Ltd. mTherefore, the Company will hold an
Independent GMS to obtain approval from Independent shareholders regarding the planned
implementation of the SLN Acquisition Transaction and fulfill all procedural requirements.
material transactions and conflict of interest transactions as regulated in POJK 17/2020 and
POJK 42/2020 .
Furthermore, the SLN Acquisition Transaction does not constitute a material transaction that
disrupts business continuity, as referred to in Article 3 paragraph (1) in conjunction with Article
6 paragraph (1) letter d number 1 in conjunction with Article 14 letter c of POJK 17/2020. This
is presented in the following analysis:
A.Net Sales Analysis Amount (Rp) B. Net Profit (loss) Analysis Amount (Rp)
PTMR’s Revenue before Acquisition 97.308.765.210 PTMR's Net Profit (loss) before Acquisition (10.503.915.995)
100% revenue of SLN 57.577.635.877 100% Net Profit (loss) of SLN 19.661.877.515
PTMR's Revenue after 49% Acquisition PTMR's Net Profit (loss) after 49%
28.213.041.580 9.634.319.982
SLN acquisition SLN
Difference in Increase (Decrease) in Difference in Increase (Decrease) in Net
Revenue After and Before the SLN 69.095.723.630 Profit (loss) After and Before the SLN 20.138.235.977
Acquisition Acquisition
Revenue Variance (%) -71,0% Net Profit (loss) Variance (%) 191,7%
Source: Audited Financial Statements as of September 30, 2025.
Based on the analysis above, the Company's proforma revenue after the SLN acquisition does
not experience a decrease of 80% or more, and this transaction does not cause the Company to
record a net loss. The Company shall comply with all provisions regarding material transaction
procedures and conflicts of interest as regulated under POJK 17/2020 and POJK 42/2020.
III. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE IMPLEMENTATION OF THE
TRANSACTION PLANNED AND ITS IMPACT ON THE COMPANY’S FINANCIAL CONDITION
1. Asset and Liability Sale Transactions
A. Explanation, Considerations, and Rationale for the Planned Transactions
The Assets and Liabilities Sale Transaction was conducted in connection with the Acquisition
of 77,19% of the Company's shares by Deep Source Pte. Ltd. (" Prospective New Controller ").
In line with this, the Company's policies and operations are adjusted to the Changes in the
Company's Business Activities in order to align the Company's business activities with the
business lines and business activities as well as the competencies and business strategies of
the prospective new controller, including adjustments to the asset and liability structure to
ensure that the management of the Company's assets and liabilities is in line with the Changes
in the Company's Business Activities in order to align the Company's business activities with
the business lines and business activities as well as the competencies and business strategies
of the prospective new controller.
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The Planned Change of Business Activities and the Planned Transaction are implemented
based on reasonable commercial considerations ( arm's length transaction ) by taking into
account the results of the fairness assessment from an independent appraiser and the
principle of prudence in managing assets and liabilities. The Company believes that the
implementation of the Planned Change of Business Activities and the Planned Transaction will
provide economic benefits to the Company that have been adjusted to the new subsidiary
entity by increasing operational efficiency and strengthening the Company's consolidated
financial position.
B. Impact of Transactions on the Company's Financial Condition
Based on the Proforma Financial Results reviewed by Helli IB Susetyo, CPA, Independent
Auditor, Kanaka Puradiredja and Suhartono Public Accounting Firm as presented in the
chapter on the impact of the transaction plan and the planned change in business activities
on the company's financial condition (proforma), this asset and liability sale transaction is
estimated to cause a decrease in income and the release of investment in the subsidiary,
namely PT Global Putra Kusuma ("GPK"). However, Thus, the steps This is part of a portfolio
repositioning strategy where the release of assets and liabilities the accompanied by with
acquisition entity newer strategic. Transaction integrated This aim for transforming line the
Company's business, replacing lost income with source growth newer quality, and strengthen
capital structure in order to create mark plus term longer sustainable.
C. Explanation, Considerations, and Reasons for Entering into the Affiliated Transaction
Compared to Similar Transactions Conducted with Non-Affiliated Parties
The selection of an affiliated party was made based on considerations of time efficiency, cost
efficiency, and certainty of execution, given that the Company already has an in-depth
understanding of the risk profile and operational characteristics of the assets being
transacted.
The Company affirms that the entire transaction process is carried out by upholding the
principle of fairness (arm’s length principle) and by referring to the report of an Independent
Appraiser (KJPP), in order to ensure the protection of public shareholders’ interests and the
sustainability of the Company’s financial condition in the future.
2. SLN Acquisition Transaction
A. Explanation, Considerations, and Rationale for the Planned Transactions
The SLN Acquisition Transaction was conducted within the Company's business expansion
plan, aligned with the business lines and activities, as well as the competencies and business
strategies of the prospective new controller. The prospective new controller's group of
companies operates in the trade and maritime transportation sectors for the transportation
of commodities, and in this case, SLN is a company also engaged in maritime transportation
(including maritime chartering).
B. Impact of Transactions on the Company's Financial Condition
Based on the Fairness Opinion Results prepared by the independent appraiser as presented in
the chapter on the summary of the independent party's opinion, the SLN Acquisition
Transaction is estimated to provide a positive contribution to the Company's financial
performance, particularly in the form of increased operating income in the future.
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The SLN Acquisition Transaction will strengthen the Company's finances by consolidating SLN
into the Company's financial statements and increasing the Company's value. Furthermore,
the financial impact of the SLN Acquisition Transaction has been comprehensively analyzed
and deemed fair in the Fairness Report.
C. Explanation, Considerations, and Reasons for Entering into a Conflict of Interest Transaction
Compared to Similar Transactions Without a Conflict of Interest
This transaction is conducted as part of a business restructuring aimed at improving
operational efficiency and strengthening the Company’s financial structure. Compared to
transactions with third parties, the selection of an affiliated party provides a higher level of
certainty of execution and cost efficiency, as it forms part of the strategic plan for the entry of
Deep Source Pte. Ltd. as a shareholder.
The Company affirms that the entire transaction process is carried out based on the principle
of fairness (arm’s length principle) and refers to the valuation conducted by an Independent
Appraiser (KJPP), thereby ensuring that the terms and conditions received by the Company
are no less favorable than those of transactions conducted with non-affiliated parties, and
that the interests of public shareholders remain protected.
ALL SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR RESPECTIVE TAX ADVISORS TO
DETERMINE THE TAX CONSEQUENCES THAT MAY ARISE IN CONNECTION WITH THE SALE OF THEIR
SHARES IN THE COMPANY.
IV. STRUCTURE BEFORE AND AFTER THE TRANSACTION PLAN
A. Structure before Transaction Plan
Ardi Kusuma PT Mitra Pack Publik
Tbk
0,77% 76,42% 22,81%
Perseroan
99,00%
GPK Aset Tetap
PT Prima Dharmawan
Dhama Perkasa Wangsa
51,00% 49,00%
PT Samudera
Layar Nusantara
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B. Structure after Transaction Plan
Pemegang Publik
Saham Founder
74,76% 25,24%
Deep Source Publik PT Mitra Pack
Pte. Ltd.* Tbk
77,19% 22,81%
PT Prima Perseroan
Dhama Perkasa
51,00% 49,00%
Aset Tetap
PT Samudera GPK 99,00%
Layar Nusantara
*Note: At the same time as the Proposed Transaction, the Company will be taken over by
Deep Source Pte. Ltd.
V. SUMMARY OF INDEPENDENT VALUATION REPORT
The Company has appointed KJPP Syarif, Endang and Rekan as an independent appraiser to assess the
shares of SLN, PT Global Putra Kusuma ("GPK"), and the Company's assets. The independent appraiser
declares that it has no direct or indirect affiliation with the Company under the Capital Market Law.
A. SLN Acquisition Transaction
The following is a summary of the stock valuation report for SLN as stated in the report No.
00004/2.0113-03/BS/05/0340/1/I/2026 dated January 7, 2026:
1. Identity of the Party
The parties involved in this planned transaction are the Company and SLN.
2. Assessment Object
The object of assessment is 49,00% of SLN shares
3. Assessment Objectives
The purpose of the Valuation of SLN shares is to provide an opinion on the fair market value as
of September 30, 2025 of 49,00% of SLN shares, expressed in Rupiah, which will then be used
by the Company in calculating the SLN Acquisition Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the Appraiser
uses in connection with the value conclusion, including:
- The Assessment Report we produce is a non-disclaimer opinion;
- We have reviewed the documents used in the Assessment process;
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- The data and information obtained comes from external and internal sources which we
believe to be accurate;
- We use adjusted financial projections that reflect the reasonableness of the financial
projections made by management in light of its fiduciary duty;
- We are responsible for the implementation of the Assessment and the fairness of the
adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is confidential
information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion; and
- We have obtained information on the legal status of the Assessment object from the
assignor.
5. Assessment approaches and methods
The Appraiser used two Approaches in the SLN Share Valuation. The Appraiser used two
approaches in determining the Market Value of 49,00% of SLN shares: the Income Approach
with the Discounted Cash Flow (“DCF”) method and the Asset Approach with the Excess
Earnings Method (“EEM”).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of Ethics, the
Indonesian Valuation Standards of the Indonesian Society of Appraisers (MAPPI), and OJK
Regulation No. 35/POJK.04/2020. The appraiser used common approaches and methods in
conducting studies and analyses of various relevant data and information, with the condition
that the fundamental assumptions underlying the valuation study and analysis are met. Through
various considerations of objectivity and fairness of a value, the Appraiser is of the opinion that
the Market Value of 49 ,00% of SLN shares on September 30, 2025 is:
Rp 89.518.000.000,-
(Delapan Puluh Sembilan Miliar Lima Ratus Delapan Belas Juta Rupiah)
The value that the Appraiser produces is the result of calculations from the Income Approach
with the Discounted Cash Flow (“DCF”) method and the Asset Approach with the Excess Earning
Method (“EEM”).
This method takes into account all related components that influence the value, so that
according to the Appraiser the resulting value is the value that is closest to the fairness of the
share price on the market.
B. Asset and Liability Sale Transactions
B.1 Valuation of GPK Shares
The following is a summary of the share assessment report for GPK as outlined in the report No.
00003/2.0113-03/BS/05/0340/1/I/2026January 7, 2026:
1. Identity of the Party
The parties involved in this planned transaction are the Company and PTMP.
2. Assessment Object
The object of assessment is 99.00% of GPK shares.
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3. Assessment Objectives
The purpose of the Valuation of GPK shares is to provide an opinion on the fair market value as
of September 30, 2025 of 99.00% of GPK shares, expressed in Rupiah, which will then be used
by the Company in calculating the Asset and Liability Sales Transaction.
4. Assumptions and Limiting Conditions
In this assessment, there are several assumptions and limiting conditions that the Appraiser
uses in connection with the value conclusion, including:
- The Assessment Report we produce is a non-disclaimer opinion;
- We have reviewed the documents used in the Assessment process;
- The data and information obtained comes from external and internal sources which we
believe to be reliable in terms of accuracy;
- We use adjusted financial projections that reflect the reasonableness of the financial
projections made by management in light of its fiduciary duty;
- We are responsible for the implementation of the Assessment and the fairness of the
adjusted financial projections;
- We produce Valuation Reports that are open to the public, unless there is confidential
information that could affect the company's operations;
- We are responsible for the Valuation Report and the Value conclusion; and
- We have obtained information on the legal status of the Assessment object from the
assignor.
5. Assessment approaches and methods
The Appraiser uses two Approaches used in the GPK Share Valuation. The Appraiser's approach
in determining the Market Value of 99.00% of GPK shares is the Income Approach with the
Discounted Cash Flow (“DCF”) method and the Market Approach with the Guideline Publicly
Traded Company Method (“GPTC”).
6. Conclusion of value
This valuation was conducted with reference to the Indonesian Valuation Code of Ethics, the
Indonesian Valuation Standards of the Indonesian Society of Appraisers (MAPPI), and OJK
Regulation No. 35/POJK.04/2020. The Appraiser uses common approaches and methods in
conducting studies and analyses of various relevant data and information, with the condition
that the fundamental assumptions underlying the valuation study and analysis are met. Through
various considerations of objectivity and fairness of a value, the Appraiser is of the opinion that
the Market Value of 99.00% of GPK shares on September 30, 2025 is:
Rp 29.601.000.000.-
(Twenty Nine Billion Six Hundred and One Million Rupiah)
The value that the Appraiser produces is the result of calculations from the Income Approach
using the Discounted Cash Flow (“DCF”) method and the Market Approach using the Guideline
Publicly Traded Company Method (“GPTC”).
This method takes into account all related components that influence the value, so that
according to the Appraiser the resulting value is the value that is closest to the fairness of the
share price on the market.
B.2 Valuation of Company Assets
The following is a summary of the Company's asset valuation report as stated in report No.
00007/2.0113-01/PI/05/0518/1/I/2026 tanggal 6 January 2026:
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1. Identity of the Party
The parties involved in this transaction plan are the Company and PTMP.
2. Assessment Object
The objects of assessment in this transaction plan are as follows:
No Assessment Object Ownership Location
1 Land and SHGB NIB: 12.10.000036732.0 Central Industrial Park Complex, Omega Block No.
Warehouse Building and 12.10.000037143.0 with a 22-23, Kemiri Village, Sidoarjo District, Sidoarjo
(2 units) Total Area of: 1,000 m 2 and a Regency, East Java Province.
Total Building Area of: 748 m 2
2 Shophouse SHGB No. 5325 and 5330 with a Pangeran Jayakarta Street, Prima Jayakarta
total area of 61 m 2 and building Complex Block C No. 15, South Mangga Dua Village,
area of 178 m 2 Sawah Besar District, Central Jakarta Administrative
City, Special Capital Region of Jakarta Province.
3 Vehicles and Heavy Tangerang area, Banten Province, in Serang, Banten
Equipment Province, in Jakarta, DKI Jakarta Province and
Sidoarjo, East Java Province.
4 Packaging Machines Tangerang area, Banten Province, in Serang, Banten
Province, in Jakarta, DKI Jakarta Province and
Sidoarjo, East Java Province.
5 Office Inventory and Tangerang area, Banten Province, in Serang, Banten
Equipment Province, in Jakarta, DKI Jakarta Province and
Sidoarjo, East Java Province
6 Packaging Tangerang area, Banten Province, in Serang, Banten
Equipment Supplies Province, in Jakarta, DKI Jakarta Province and
Sidoarjo, East Java Province
3. Assessment Objectives
the Company's property/asset shares is to provide an opinion on the fair market value as of
September 30, 2025, expressed in Rupiah, which will then be used by the Company in
calculating the Asset and Liability Sales Transaction .
4. Assumptions, Special Assumptions, Special Conditions and Disclosures
A. Assumptions and Special Assumptions
In this assessment there are several assumptions and special assumptions that the Appraiser
uses in connection with the value conclusion, including:
- The property is assessed as having no legal problems and that the ownership rights are
valid ( free and clear ) and can be marketed.
- In this assessment, the Assessor assumes that the documents related to the object of
assessment are correct.
- The appraiser assumes that the copies of the certificate/legality, BPKB, and invoice
received from the Company are correct in accordance with the original files.
- The location designation by the Company or its representative, the Appraiser assumes, is
truly the object of the assessment.
- The appraiser assumes that the object of assessment indicated by the Company is correct.
If it turns out that the object of assessment indicated by the Company is not appropriate,
then this assessment is not valid and must be reviewed.
- The appraiser uses the land area listed on the certificate, obtained and agreed upon by
the Company and the appraiser assumes it is correct.
- The assessment of Packaging Machines is assessed ex situ and as piecemeal as part of a
non-operational business.
- This assessment assumes that the vehicles, heavy equipment, and packaging machinery
being assessed are in good condition and functioning properly. We recommend using
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experts to inspect the condition of the vehicles, heavy equipment, and packaging
machinery.
- The appraiser verifies the location and boundaries of the land within the limits of the
appraiser's capabilities.
The appraiser applies special assumptions in valuing property/assets, namely:
- Considering that the assessment was conducted retrospectively for September 30, 2025,
while the physical inspection was conducted on November 12-13, 2025, we assume that
the physical condition and characteristics of the object being assessed at the time of the
inspection are not significantly different from the condition of the object on the
assessment date. Therefore, the observations from the inspection results are considered
to represent the condition of the object as it existed as of September 30, 2025.
- Based on the information provided in the Depth Level of Investigation, there are
limitations to conducting direct inspections of some vehicles that are currently in use.
Therefore, the inspection of the vehicle unit is carried out indirectly by referring to
information provided by the Company in the form of photographic documentation.
Verification regarding the condition of the unit is carried out based on documentation
received from the Company and has been verified by the Appraiser within the limits of
the Appraiser's capabilities. If the condition of the vehicle does not match the information
provided, then this assessment is invalid and must be reviewed.
- Likewise regarding the limitations to conduct direct inspections of some of the Packaging
Machines currently in the Third Party company, namely the TY 701-120, SA 316, and TY
701-120 L Seal Bar Machines. Therefore, inspections of the machine units were carried
out indirectly by referring to information regarding the specifications and conditions of
the machines provided by the Assignor and verification in the form of direct surveys
(sampling) of similar machines that we carried out at the warehouse/office location of
PT. Master Print, Tbk. Verification regarding the condition of the unit was carried out
based on information received from the Company and has been verified by the Appraiser
with the limitations of the Appraiser's capabilities. If the condition of the machine does
not match the information provided, then this assessment is not valid and must be
reviewed.
- Inspection of Inventory and Office Equipment and Packaging Equipment Supplies is
conducted by sampling method from the population of items that are the object of
assessment as stated in the list provided by the Company in Statement Letter No. 57/DIR-
SP/X/2025-A. Sampling of Inventory and Office Equipment and Packaging Equipment
Supplies items is determined according to the group/type of item. We assume that this
can represent the population as a whole, which we have verified within the limits of the
Appraiser's capabilities. If the condition of Inventory and Office Equipment and Packaging
Equipment Supplies does not match the information provided, then this assessment is
not valid and must be reviewed.
- This assessment was conducted with due care and adherence to applicable professional
standards. The appraiser is not responsible for the accuracy of the information provided
by the Company if there are significant differences from actual conditions that cannot be
directly verified. Therefore, this assessment is invalid and must be reviewed.
- If there is a significant deviation in the information that causes doubt about the value
opinion, then this assessment is not valid and must be reviewed.
- The use of special assumptions in this assessment has been agreed upon by both parties,
namely the Company and the Appraiser.
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B. Special Conditions and Disclosures
- In the copies of the electronic certificates we received, namely SHGB NIB.
12.10.000036732.0 and SHGB NIB. 12.10.000037143.0, there is no information on the
certificate issuance date, measurement letter number, or measurement letter date.
- In the Ruko/Rukan Assessment, there is no information on the Land Situation Image of
SHGB No. 5330. We obtained information regarding the situation image of the land plot
from the verification results of the SHGB Copy No. 5325 and checks via the Sentuh
Tanahku application and the ATR/BPN website. We have also confirmed this with the
Company.
- In the Ruko/Rukan Assessment, the object of assessment is connected via a connecting
door on each floor of the building with the shophouse on the south side (Unit C-12) which
is reported to still be under the same ownership as the shophouse unit of the object of
assessment (Unit C-15). On each floor of the asset building there are stairs, but access to
the 2nd and 3rd floors of the building can only be accessed from Unit C-12 because the
stairs on the asset have been closed.
5. Assessment Approaches and Methods
The selection of the method in the assessment is highly dependent on the object being assessed,
as well as the availability of data in the field. Considering the type of Assessment Object, namely
Land and Warehouse Buildings (2 units), Shophouses, Vehicles and Heavy Equipment, Packaging
Machines, Office Inventory and Equipment, and Packaging Equipment Supplies and referring to
the purpose and objectives of the assessment, in accordance with OJK Regulation No.
28/POJK.04/2021 – Chapter X and OJK Circular Letter No. 33/SEOJK.04/2021 – Chapter III,
concerning the Assessment Approach, Assessment Method and Assessment Procedure , in this
assessment we describe the assessment approach as follows:
No Property Type Address Market Approach Cost Approach
Central Industrial Park Complex, Omega Block No. 22-23,
Land and Warehouse
1 Kemiri Village, Sidoarjo District, Sidoarjo Regency, East V V
Building (2 units)
Java Province.
Pangeran Jayakarta Street, Prima Jayakarta Complex Block
C No. 15, South Mangga Dua Village, Sawah Besar District,
2 Shophouse/Shophouse V V
Central Jakarta Administrative City, Special Capital Region
of Jakarta Province.
Tangerang area, Banten Province, in Serang, Banten
Vehicles and Heavy
3 Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
Equipment
East Java Province.
Tangerang area, Banten Province, in Serang, Banten
4 Packaging machines Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
East Java Province.
Tangerang area, Banten Province, in Serang, Banten
Office Inventory and
5 Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
Equipment
East Java Province.
Tangerang area, Banten Province, in Serang, Banten
Packaging Equipment
6 Province, in Jakarta, DKI Jakarta Province and Sidoarjo, V V
Inventory
East Java Province.
6. Conclusion of value
By using customary valuation methods, and taking into account all factors as stated in this
report and based on the applicable assumptions and limitations, the Appraiser is of the opinion
that the Market Value of the above assets as of September 30, 2025 is as large as:
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Rp 26.758.966.500,-
(Twenty Six Billion Seven Hundred Fifty Eight Million Nine Hundred Sixty Six Thousand Five
Hundred Rupiah)
The value the appraiser produces is the result of calculations using the Market Approach and
the Cost Approach. The Market Value of the Assets above is the sum of the Market Values of all
assets that are the Object of the Appraisal.
This method takes into account all related components that influence the value, so that
according to the Appraiser , the resulting value is the value closest to the fairness of the asset
price in the market.
VI. SUMMARY OF INDEPENDENT PARTY OPINIONS REGARDING THE PLANNING
TRANSACTION
In accordance with the provisions of Article 22 paragraph 1 letter (b) POJK 17/2020, the Company has
appointed Independent Appraisers registered with the OJK, namely KJPP Ihot, Dollar and Raymond as
independent appraisers to provide a fairness opinion on the Proposed Transaction. The independent
appraisers state that they have no direct or indirect affiliated relationship with the Company under
the Capital Market Law.
The following is a summary of the fairness opinion Planned Transaction by the Company as stated in
the report No. 00003/2.0110-00/BS/05/0113/1/I/2026 dated 23 January 2026:
1. Identity of the Parties
A. Assets and Liabilities Sale Transaction
The parties involved in this proposed transaction are the Company, GPK, and PTMP.
B. SLN Acquisition Transaction
The parties involved in this proposed transaction are the Company, SLN, and Mr. Darmawan
Wangsa (“DW”).
2. Transaction Objects
A. Assets and Liabilities Sale Transaction
The object of the fairness opinion is the proposed sale of the Company's assets and liabilities,
including the sale of a 99% stake in PT Global Putra Kusuma to an affiliated party, namely PT
Mitra Pack Tbk, with a transaction value of Rp102.184.994.617.
B. SLN Acquisition Transaction
The object of the fairness opinion is the proposed acquisition of a 49% stake in SLN and the
change of the Company's business activities into a holding company in connection with the SLN
share purchase, with a transaction value of Rp 89.518.000.000.
3. The purpose of providing a fairness opinion
The purpose of providing a fairness opinion rencana transaksi is to comply with Financial Services
Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities dan Peraturan Otoritas Jasa Keuangan Nomor 42/POJK.04/2020 tentang
Transaksi Afiliasi dan Bentuaran Kepentinganto provide an opinion on the Market Value of the
Company's Shares.
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4. Assumptions and Limiting Conditions
In preparing this fairness opinion, there are several assumptions and limiting conditions that the
Appraiser uses in connection with the conclusion of the fairness opinion, including:
- The appraisal report produced by the appraiser is a non-disclaimer opinion;
- The Appraiser has conducted a review of the data and information used in the valuation
process, as prepared by the Company's management.
- The data and information obtained are derived from sources whose accuracy is reliable.
- The Appraiser utilizes adjusted financial projections that reflect the fairness of the financial
projections prepared by management, considering their achievability (fiduciary duty).
- The Appraiser is responsible for the conduct of the valuation and the fairness of the adjusted
financial projections presented in this fairness opinion report.
- The Appraiser produces a fairness opinion report that is open to the public, except for
confidential information that may affect the company's operations.
- The Appraiser is responsible for the fairness opinion report and the valuation conclusions
reached.
- The Appraiser has obtained information regarding the legal status of the valuation object
from the Company.
5. Assessment approaches and methods
The appraiser uses four approaches to provide a Fairness Opinion on the Company's Proposed
Transaction. The approaches and methods used are:
a. Transaction Analysis
i) The parties involved in
A. Assets and Liabilities Sale Transaction:
▪ PT PT Mitra Pack Tbk as the buyer;
▪ PT Master Print Tbk as the seller.
B. Transaction Acquisition SLN:
▪ PT Master Print Tbk as the purchaser;
▪ Mr. Darmawan Wangsa as the seller.
ii) Relationship between Parties Who Will Conduct the Transaction.
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PTMP is a shareholder of the Company. Jessica Kusuma serves as the President
Commissioner of the Company and PTMP, as well as a Commissioner of GPK. Ilham
Djaja serves as a Commissioner of the Company and GPK, and as a Director of PTMP.
Ardi Kusuma serves as the President Director of the Company and PTMP, and as the
President Commissioner of GPK. Cindy Kusuma and Edward Kusuma serve as
Directors of the Company, PTMP, and GPK. Tungga Wijaya serves as a Director of the
Company, a Commissioner of PTMP, and the President Commissioner of GPK.
iii) Benefits and Risks of Planned Transaction
The benefits of executing the Planned Transaction are to enhance the Company's
business prospects by leveraging business opportunities and changing business activities
to expand market share, increase revenue, and strengthen competitive advantage.
Furthermore, implementing business activities in the holding sector allows the Company
to operate a more structured business model, focusing on the management and
development of subsidiaries as an investment portfolio.
The execution of the Planned Transaction also provides added value for shareholders and
stakeholders through the enhanced implementation of good corporate governance,
revenue growth, improved financial performance, and the potential for sustainable
dividend distributions.
As for the risks associated with this Planned Transaction, with the change in the business
model to a holding company, the Company's financial performance will depend on the
contribution of operational performance and the ability of subsidiaries to generate
profits and distribute dividends. Furthermore, the divestment of operational assets as
part of the change in business activities potentially creates liquidity and asset
concentration risks, particularly if the acquired entity does not perform according to the
set targets, which could result in the Company no longer having a primary revenue source
to sustain its financial condition.
iv) Effect of the Planned Transaction on the Company's Finances
Based on the analysis of the Company’s Proforma Consolidated Financial Information as
of September 30, 2025, which has been reviewed by the Public Accounting Firm Kanaka
Puradiredja, Suhartono, the Planned Transaction results in an increase in the Company's
total assets by Rp 44.702.883.566 and total equity by Rp 98.815.268.933, as well as a
decrease in total liabilities by Rp 54.112.385.367
v) Liquidity
Based on the Company’s liquidity from 2022 to September 30, 2025, the current ratio
ranged between 1,63 and 2,74, while the quick ratio ranged between 1,01 and 1,46.
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Based on these historical liquidity ratios, the Company possesses a solid liquidity capacity
as its total current assets exceed the short-term liabilities that must be met in the near
term.
b. Quantitative and Qualitative Analysis of Planned Transaction
i) Quantitative Analysis
Based on the incremental analysis, with the execution of the Planned Transaction, the
added value of the Company’s total assets is projected to experience a Compound Annual
Growth Rate (CAGR) of approximately 13,94%, or reach Rp 285.212.157 thousand by
2030, compared to the Company’s total assets as of September 30, 2025, which
amounted to Rp143.775.377 thousand. Without the Planned Transaction, the Company’s
total assets are projected to experience a CAGR of approximately 9,19%, reaching Rp
228.107.491 thousand by 2030.
With the Planned Transaction, the Company’s total liabilities are projected to experience
a negative CAGR of approximately 47,91%, reaching Rp 1.811.606 thousand by 2030,
compared to the Company’s total liabilities as of September 30, 2025, which amounted
to Rp 55.598.228 thousand. Without the Planned Transaction, the Company’s total
liabilities are projected to experience a CAGR of approximately 6,27%, reaching Rp
76.500.638 thousand by 2030.
Furthermore, the Company’s total equity is projected to experience a CAGR of
approximately 24,91%, reaching Rp 283.400.551 thousand by 2030, compared to the
Company’s total equity as of September 30, 2025, which amounted to Rp 88.177.149
thousand. Without the Planned Transaction, the Company’s total equity is projected to
experience a CAGR of approximately 10,87%, reaching Rp 151.606.853 thousand by 2030.
ii) Qualitative Analysis
Based on the rationale for the transaction, the qualitative benefits of the acquisition for
the Company include enhancing the Company's financial performance through promising
business prospects. Through the acquisition, strategic synergies can be created between
the Company and its subsidiaries to focus on managing new business activities in the sea
transportation sector. The Company will hold full control over SLN and will be able to
consolidate SLN's financial statements. Furthermore, the acquisition enables product and
service development through the subsidiary’s business, which can open opportunities for
new revenue streams.
The qualitative disadvantages of this transaction include the execution costs associated
with the Planned Transaction that must be incurred, as well as the fact that revenue from
the packaging business will no longer be obtained thereafter (however, this will be
replaced by holding business revenue from the subsidiary in the sea transportation
sector, thus ensuring no impact on going concern).
c. Analysis of the fairness of value Planned Transaction
i) Value Analysis of the Planned Transaction
A. Assets and Liabilities Sale Transaction
As stipulated in the Master Agreement dated on January 23, 2026, the price for the
sale of the Company's assets and liabilities, including the sale of a 99% stake in GPK to
be paid by PTMP to the Company, is Rp 102.184.994.617.
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Based on the Asset Valuation Report of the Company prepared by KJPP Syarif, Endang
dan Rekan with Report No. 00007/2.0113-01/PI/05/0518/1/I/2026 dated January 6,
2026, which utilized the Market Approach and Cost Approach, the Market Value of
the Company's Assets (inventory and fixed assets) as of September 30, 2025, was Rp
26.758.966.500.
Based on the Valuation Report of a 99% Stake in GPK prepared by KJPP Syarif, Endang
dan Rekan with Report No. 00003/2.0113-03/BS/05/0340/1/I/2026 dated January 7,
2026, which utilized the Discounted Cash Flow (DCF) method and the Guideline
Publicly Traded Company (GPTC) method, the Market Value of a 99% Stake in GPK as
of September 30, 2025, was Rp 29.601.000.000.
For other asset accounts such as cash and bank, accounts receivable, other
receivables, prepaid expenses, advances, and right-of-use assets, the Book Value as of
September 30, 2025, of Rp 91.836.373.167 was utilized. For other liability accounts
such as short-term bank loans, accounts payable, other payables, sales advances,
accrued expenses, lease liabilities, consumer financing payables, and employee
benefit liabilities, the Book Value as of September 30, 2025, of Rp 46.011.345.050 was
utilized. Therefore, the Book Value of the Company's Assets and Liabilities as of
September 30, 2025, as stated in the Master Agreement, is Rp 45.825.028.117.
It is observed that the transaction value for the sale of the Company's assets and
liabilities, including the sale of a 99% stake in GPK, is equivalent to the market value
of the appraised assets and shares; therefore, we are of the opinion that the
transaction value is fair.
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B. SLN Acquisition Transaction
As stipulated in the Share Purchase Agreement between the Company and Mr.
Darmawan Wangsa dated January 7, 2026, the price for the purchase of a 49% stake
in SLN to be paid by the Company to Mr. Darmawan Wangsa is Rp 89.518.000.000
(eighty-nine billion five hundred eighteen million rupiah).
Based on the Valuation Report of a 49% Stake in SLN prepared by KJPP Syarif, Endang
dan Rekan with Report No. 00004/2.0113-03/BS/05/0340/1/I/2026 dated January 7,
2026, which utilized the Discounted Cash Flow (DCF) method and the Excess Earnings
Method (EEM), the Market Value of a 49% Stake in SLN as of September 30, 2025, was
Rp 89.518.000.000 (eighty-nine billion five hundred eighteen million rupiah).
It is observed that the transaction value for the purchase of the 49% stake in SLN is
equivalent to the market value of the appraised shares; therefore, we are of the
opinion that the transaction value is fair.
ii) Incremental and Profitability Analysis
The profitability and incremental analysis of the overall Planned Transaction is conducted
to assess the ability to generate positive revenue and profit for the Company by
comparing the Company’s financial projections (potential economic benefits) before the
execution of the Planned Transaction against those after the execution of the Planned
Transaction.
The following is the Company’s consolidated performance without the occurrence of the
Planned Transaction during the projection period of 2025–2030:
(in thousands of IDR, unless otherwise stated)
Keterangan Okt-Des 2025 2026 2027 2028 2029 2030
Aset 142.258.944 155.390.349 175.747.784 204.503.070 212.705.750 228.107.491
Liabilitas 53.540.068 57.155.659 61.410.604 6.619.061 71.325.852 76.500.638
Ekuitas 88.718.876 98.234.690 114.337.180 138.384.009 141.379.898 151.606.853
Pendapatan Usaha 32.436.255 149.206.773 171.587.789 197.325.958 187.459.660 215.578.609
Laba (Rugi) Usaha (236.410) 7.021.521 15.184.012 25.281.803 (1.788.910) 7.405.181
Laba Periode Berjalan 19.210.820 10.417.762 16.931.111 24.958.311 3.998.520 11.329.849
EBITDA 447.424 9.719.351 17.254.558 27.379.682 337.668 9.158.653
*) EBITDA= Earning Before Interest Tax Depreciation Amortisation
The following is the Company’s consolidated performance with the occurrence of the
Planned Transaction during the projection period of 2025–2030:
(in thousands of IDR, unless otherwise stated)
Keterangan Okt-Des 2025 2026 2027 2028 2029 2030
Aset 174.754.717 190.135.538 207.164.952 229.307.575 256.539.221 285.212.157
Liabilitas 1.535.352 1.597.745 1.642.508 1.700.288 1.802.537 1.811.606
Ekuitas 173.219.365 188.537.793 205.522.444 227.607.287 254.736.684 283.400.551
Pendapatan Usaha 19.754.138 105.355.400 124.089.787 150.915.886 193.901.118 199.873.454
Laba (Rugi) Usaha 3.089.016 16.582.693 18.478.728 23.895.834 29.456.210 31.062.348
Laba Periode Berjalan 2.851.966 15.318.428 16.984.651 22.084.843 27.129.397 28.663.867
EBITDA 4.661.373 22.922.833 25.016.718 30.641.671 36.404.896 38.213.883
Based on the incremental and profitability analysis of the overall Planned
Transaction above, the results indicate that the Planned Transaction to be conducted by
the Company possesses good prospects and profitability levels.
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iii) Analysis of Other Relevant Non-Financial Factors
To maintain the Company’s business continuity, the shareholders and management are
endeavoring to formulate strategic plans, including business enhancement through
the Planned Transaction.
The steps that have been and will be taken by the Company in connection with the
transition to the new business are as follows:
- Conducting a feasibility study on the Change of Business Activities for Holding
Company Activities (KBLI 64200), Head Office Activities (KBLI 70100), and Other
Management Consultancy Activities (KBLI 70209) with Report No. 00001/2.0113-
03/BS-FS/05/0340/1/I/2025 dated January 13, 2026, by KJPP Syarif, Endang dan
Rekan;
- Convening an Extraordinary General Meeting of Shareholders (EGMS) regarding
material transactions and affiliated transactions;
- Divesting the subsidiary, GPK, to the Company’s current parent entity, PTMP;
- Acquiring the subsidiary, SLN, to support the Company’s new business activities.
6. Conclusion of Fairness Opinion
This Fairness Opinion has been prepared to comply with the provisions of the Financial Services
Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in
Business Activities and the Financial Services Authority Regulation Number 42/POJK.04/2020
concerning Affiliated Transactions and Conflicts of Interest, as well as in accordance with the
Indonesian Code of Valuation Ethics, the Indonesian Valuation Standards from the Indonesian
Society of Appraisers (MAPPI), and the Financial Services Authority Regulation Number
35/POJK.04/2020. The Appraiser has utilized common approaches and methods in conducting
studies and analyses of relevant data and information, with the fulfillment of the underlying
fundamental assumptions.
Based on the transaction analysis, qualitative and quantitative analysis, transaction value fairness
analysis, and other relevant factors, the Appraiser is of the opinion that the Planned Transaction,
consisting of the sale of assets and liabilities and the acquisition of a 49% shareholding in SLN by
the Company, is fair.
This Fairness Opinion is valid as long as there are no changes that have a significant impact on the
transaction value, market and economic conditions, business and financial conditions, and the
regulations of the Government of the Republic of Indonesia between the date of the report and
the execution of the Planned Transaction.
VII. SUMMARY OF THE FEASIBILITY STUDY OF CHANGES IN BUSINESS ACTIVITIES
The Company has appointed KJPP Endang, Syarif, and Rekan as an independent appraiser to conduct
a feasibility study regarding the Company's plan to add a new KBLI. The independent appraiser
declares that it has no direct or indirect affiliation with the Company under the Capital Markets Law.
The following is a summary of the report based on Report No. 00001/2.0113-03/BS-
FS/05/0340/1/I/2026 dated January 13, 2026:
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1. Purpose and objectives
The purpose and objective of this feasibility study is to provide a feasibility opinion on the plan to
add business activities, which is reviewed from various aspects, including: legal aspects, market
aspects, technical aspects, business pattern aspects, management model aspects, and financial
aspects in order to fulfill the provisions stipulated in POJK 17/2020.
2. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in preparing this feasibility study are:
- This feasibility study report is a non-disclaimer opinion.
- We have reviewed the documents used in the feasibility study.
- In preparing this feasibility study report, the assessor relies on the accuracy and
completeness of the information provided by the assignor or data obtained from publicly
available information and other information and research that we consider relevant.
- The appraiser uses financial projections submitted by management to reflect the
reasonableness of the financial projections and their achievability (fiduciary duty).
- The appraiser is responsible for the implementation of the feasibility study and the
reasonableness of the adjusted financial projections.
- The reports produced are open to the public unless they contain confidential information
that could affect the company's operations.
- The assessor is responsible for the feasibility study report and the resulting conclusions.
- The assessor has obtained information on the legal status of the feasibility study object from
the assignor.
3. Procedures Used
In preparing this Feasibility Study, the analysis was conducted based on Financial Services Authority
Regulation No. 35/POJK.04/2020, dated May 25, 2020 concerning the Assessment and
Presentation of Business Valuation Reports in the Capital Market, Financial Services Authority
Circular Letter No. 17/SEOJK.04/2020 concerning Guidelines for the Assessment and Presentation
of Business Valuation Reports in the Capital Market, as well as the Indonesian Valuation Standards
(SPI) Edition VII 2018 prepared by the Indonesian Appraisers Society (MAPPI) by taking into account
the Indonesian Appraisers Code of Ethics (KEPI), and related regulations, which include:
A. Market Feasibility Study
From the Market Feasibility Study, the maritime transportation industry in Indonesia
demonstrates strong prospects for sustainability, characterized by increased port activity
throughout 2025, a 0.45% rise in sea freight volume in September 2025, and a 10.07%
nationwide increase in vessel calls. The existence of 25 primary strategic ports, particularly
Tanjung Priok, Tanjung Perak, Makassar, and Belawan, strengthens Indonesia’s maritime
transportation network and supports the growth of loading volumes and international
shipping, indicating that vessel management as a business unit possesses sustainable and
strategic potential.
Currently, SLN focuses on providing cargo support for its parent company, PT Prima Dharma
Karsa, as well as serving third parties for various types of cargo, utilizing a domestic sea
transportation marketing strategy through a business-to-business approach and integrated
cargo service offerings.
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Considering the competitive conditions with similar business players in the industry, it can be
concluded that the Change of Business Activities is feasible from a market feasibility
perspective.
B. Technical Feasibility Study
From the Technical Feasibility Study, the capacity of the Company’s new business activities as
a holding company depends on management effectiveness, strategic synergies among
subsidiaries, resource optimization, and the ability to manage the investment portfolio to
achieve sustainable growth. In its operations, SLN owns and operates three units of tugboats
and barges, namely TB. Star Sejati 01/ BG. Victoria 3301, TB. Star Sejati 02/ BG. Victoria 3302,
and TB. Star Sejati 05/ BG. Victoria 3303, each with a carrying capacity of 10,500 MT. According
to management's statement, SLN plans to add to its barge fleet as an expansion strategy to
meet future market demand.
In carrying out business activities under KBLI 64200, KBLI 70100, and KBLI 70209, the Company
implements a structured business model oriented towards the management and
development of subsidiaries, which includes identifying business opportunities, preparing
investment plans, executing collaborations or acquisitions, as well as monitoring and
evaluating subsidiary performance. SLN’s operational processes encompass Shipping
Instruction requests, vessel arrival, loading processes, document finalization, vessel
departure, and billing. Currently, SLN is supported by two operational personnel, including
one expert with over 20 years of experience in the tugboat and barge sector, and is committed
to enhancing employee competence through continuous training programs to maximize the
quality and capacity of human resources.
Based on this technical analysis, it can be concluded that the Change of Business Activities is
feasible from a technical feasibility perspective.
C. Business Pattern Feasibility Study
From the Business Model Feasibility Study, the Company’s competitive advantage regarding
the planned change of business activities into a holding company lies in the reduction of
operating expenses and depreciation of printing machinery assets, as well as capital allocation
capabilities that allow for liquidity flexibility to reallocate asset sale proceeds to business units
with higher investment returns, namely SLN, which possesses more stable cash flows in the
domestic sea transportation sector. The Company can also implement legal and financial
separation between the parent entity and subsidiaries, ensuring that operational risks and
legal claims at the subsidiary level do not directly impact the holding's assets, thereby
providing additional protection for public company investors. This change in business
activities allows management to focus on macro strategy, portfolio development, and
performance oversight, while daily operations are managed by subsidiary leadership, making
the Company more adaptive to expansion and diversification opportunities.
Furthermore, SLN possesses competitive advantages in the form of owning three operational
barge units, an operational track record with an established and loyal customer base, a
management team experienced in the industry, and the ability to operate independently and
sustainably without reliance on the Company’s daily management. With these competitive
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advantages, the Company can create value through portfolio diversification, improved
financial performance, and stability in revenue and cash flow.
Based on this business model analysis, it can be concluded that the Change of Business
Activities is feasible from a business model feasibility perspective.
D. Management Model Feasibility Study
From the Management Model Feasibility Study, in this plan for the Change of Business
Activities, the Company will carry out a management and human resources restructuring that
encompasses the necessary finance, legal, and investment management functions, without
recruiting additional personnel, including in the sea transportation industry. On SLN's side, the
existing operational team will be retained, with the possibility of adding human resources for
future expansion as needed, where SLN's operational activities are currently managed by two
employees. In conducting its new business activities as a holding company, the Company faces
primary risks such as business expansion and new market risks, subsidiary industry risks, as
well as liquidity and asset concentration risks; meanwhile, SLN faces risks related to business
competition, operational risks, dependence on group clients, regulatory changes and
compliance, safety and legal liabilities, as well as financial risks and economic fluctuations, all
of which are mitigated through the implementation of effective risk identification, evaluation,
and control strategies.
Based on its competitive advantages, the Company demonstrates adequate management
capacity and capability in developing new business activities, supported by its status as a
public company with strong transparency, accountability, as well as access to funding and
strategic networks. This capacity is further strengthened by SLN’s operational capabilities in
the domestic sea transportation sector, alongside its solid experience and performance within
a mid-scale economy, making SLN a potential entity with sufficient capacity to be acquired by
the Company. The acquisition of SLN as a subsidiary is a strategy to optimize the long-term
revenue structure through the diversification of operational assets with stable cash flows.
Based on this management model analysis, it can be concluded that the Change of Business
Activities is feasible from a management model feasibility perspective.
E. Financial Feasibility Study
From the Financial Feasibility Study, it is shown that the Company's plan to carry out
Laboratory Testing Services business activities meets the feasibility criteria with the following
variables:
a. Net Present Value (NPV) > 0 → Feasible
The resulting NPV is Rp215,191,096,000. Therefore, a positive NPV, or greater than zero,
indicates that the project is feasible because it will generate profits.
b. Internal Rate of Return (IRR) > Discount Rate → Eligible
The resulting IRR was 33.53%. This is above the discount rate of 9.67%. Therefore, the IRR
indicates that the project is feasible because the profits exceed the assumed cost of
capital.
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c. Profitability Index (PI) > 1 → Feasible
The PI obtained was 2.20855. Therefore, a PI greater than 1 indicates that the project is
feasible because it provides a return on investment.
d. Payback Period (PP)
The PP obtained is 6 years and 8 months. Thus, the Company is able to recoup its entire
investment after the project has been running for 6 years and 8 months.
4. Feasibility Study Conclusion
Based on the analysis of Market Feasibility, Technical Feasibility, Business Model Feasibility,
Management Model Feasibility, and Financial Feasibility, it can be concluded that the Company’s
Change of Business Activities—comprising Holding Company Activities (KBLI 64200), Head Office
Activities (KBLI 70100), and Other Management Consultancy Activities (KBLI 70209)—is feasible.
VIII. AVAILABILITY OF EXPERTS RELATED TO CHANGES IN BUSINESS ACTIVITIES
The company is not hiring any new employees. This is because it already has sufficient skilled
personnel, both in terms of quantity and competence, to carry out operations professionally and in
accordance with applicable standards.
IX. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE CHANGE IN BUSINESS ACTIVITIES
AND ITS IMPACT ON THE COMPANY’S FINANCIAL CONDITION
1. Changes in Business Activities
A. Explanation, Considerations, and Rationale for the Change in Business Activities
This Business Activity Change Plan is carried out in connection with the SLN Takeover plan
where the Company will align its business activities with the business lines and business
activities as well as the competencies and business strategies of the prospective new
controller and so that in the future, the Company will operate exclusively as a holding
company while specific business activity operations are carried out through its subsidiaries
only.
The Company also hopes that the benefits of implementing the Business Activity Change Plan
will improve its performance and profitability in the future. The benefits of the Business
Activity Change Plan will support the Company's long-term growth and provide added value
for the Company and its shareholders.
B. Impact of Transactions on the Company's Financial Condition
Based on the Business Feasibility Study prepared by the independent appraiser, as presented
in the summary chapter of the feasibility study, the Company’s proposed change in business
activities is expected to have a positive contribution to the Company’s financial performance,
particularly in the form of increased operating revenue in the future.
With the implementation of these changes and business activities, revenue and net profit
(loss) are projected to grow gradually, which in turn is expected to strengthen the Company’s
capital structure and enhance its equity in the coming years.
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The financial impact of the addition and implementation of these business activities has been
analyzed comprehensively in the Business Feasibility Study and is considered feasible to
proceed.
X. IMPACT OF PLANNING TRANSACTIONS AND PLANNING FOR CHANGING BUSINESS ACTIVITIES
ON FINANCIAL CONDITION COMPANY (PROFORMA)
The following is the Company’s financial pro forma before and after the execution of the Planned
Transaction, based on the independent practitioner’s assurance report on the compilation of
consolidated pro forma financial information No. 298/GN/HI/KPS/I/26, which has been reviewed by
Helli I.B Susetyo, CPA, Independent Auditor, of the Public Accounting Firm (KAP) Kanaka Puradiredja,
Suhartono, as follows:
PT MASTER PRINT TBK DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMR Proforma Konsolidasian
ASET
ASET LANCAR
Kas dan bank 2.382.228.543 26.999.725.349 29.381.953.892
Piutang usaha - neto 22.124.200.934 11.266.626.959 33.390.827.893
Piutang lain-lain - neto 39.851.776.077 (39.849.776.077) 2.000.000
Biaya dibayar di muka 413.994.018 1.009.634.642 1.423.628.660
Persediaan 18.536.683.504 (17.456.683.504) 1.080.000.000
Uang muka 33.806.631.988 (33.806.631.988) -
Pajak dibayar di muka - 454.807.621 454.807.621
Jumlah Aset Lancar 117.115.515.064 65.733.218.066
ASET TIDAK LANCAR
Goodwill - 6.037.974.363 6.037.974.363
Taksiran tagihan pajak -
penghasilan 945.148.071 (945.148.071) -
Aset tetap - neto 13.214.087.480 102.195.883.290 115.409.970.770
Aset hak-guna - neto 6.368.688.494 (6.368.688.494) -
Aset pajak tangguhan - neto 6.123.213.911 (6.112.762.384) 10.451.527
Aset lain-lain 8.724.140 1.277.921.860 1.286.646.000
Jumlah Aset Tidak Lancar 26.659.862.096 122.745.042.660
JUMLAH ASET 143.775.377.160 188.478.260.726
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PT MASTER PRINT TBK DAN ENTITAS ANAK
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PROFORMA
30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMR Proforma Konsolidasian
LIABILITAS DAN EKUITAS
LIABILITAS JANGKA PENDEK
Utang bank jangka pendek 13.828.607.743 (13.828.607.743) -
Utang usaha 22.229.758.520 (22.124.999.495) 104.759.025
Utang lain-lain - - -
Uang muka penjualan 3.987.698.342 (3.987.698.342) -
Biaya yang masih harus dibayar 968.249.042 (946.249.042) 22.000.000
Utang Pajak 1.742.423.629 (430.846.489) 1.311.577.140
Liabilitas jangka panjang yang
jatuh tempo dalam waktu satu tahun:
Liabilitas sewa - pihak berelasi 754.145.754 (754.145.754) -
Utang pembiayaan konsumen 456.844.627 (456.844.627) -
Jumlah Liabilitas Jangka Pendek 43.967.727.657 1.438.336.165
LIABILITAS JANGKA PANJANG
Utang lain-lain - pihak berelasi 201.697.340 - -
Liabilitas jangka panjang setelah
dikurangi bagian jatuh tempo dalam
waktu satu tahun:
Liabilitas sewa - pihak 3.191.104.323 (3.191.104.323) -
Utang pembiayaan konsumen 307.797.888 (307.797.888) -
Liabilitas imbalan kerja 7.929.901.262 (7.882.394.324) 47.506.938
Jumlah Liabilitas Jangka Panjang 11.630.500.813 47.506.938
JUMLAH LIABILITAS 55.598.228.470 1.485.843.103
EKUITAS
Modal saham - nilai nominal
Rp 25 per saham
Modal dasar - 5.888.000.000 saham
Modal ditempatkan dan disetor
1.907.000.000 saham pada 30
September 2025 dan 31 Desember
2024 47.675.000.000 - 47.675.000.000
Tambahan Modal disetor 43.672.238.175 (1.318.543.082) 42.353.695.093
Rugi komprehensif lainnya (1.885.853.803) 273.822.696 (1.612.031.107)
Saldo laba:
Telah ditentukan penggunaannya 370.000.000 370.000.000
Belum ditentukan penggunaannya (1.829.751.044) 13.148.131.058 11.318.380.014
Sub-jumlah 8.001.633.328 100.105.044.000
Kepentingan Nonpengendali 75.515.362 86.711.858.261 86.887.373.623
Jumlah Ekuitas 8.177.148.690 186.992.417.623
JUMLAH LIABILITAS
DAN EKUITAS 43.775.377.160 188.478.260.726
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PT MASTER PRINT TBK DAN ENTITAS ANAK
LAPORAN LABA RUGI DAN PENGHASILAN
KOMPREHENSIF LAIN KONSOLIDASIAN PROFORMA
Untuk Periode Sembilan Bulan yang Berakhir Tanggal 30 September 2025
(Disajikan dalam Rupiah, kecuali dinyatakan lain)
Penyesuaian Saldo Proforma
Historis PTMR Proforma Konsolidasian
PENJUALAN NETO 97.308.765.210 11.865.280.000 109.174.045.210
BEBAN POKOK PENJUALAN (71.714.229.163) (11.865.280.000) (83.579.509.163)
LABA BRUTO 25.594.536.047 25.594.536.047
Beban penjualan (1.029.860.907) - (1.029.860.907)
Beban umum dan administrasi (23.842.565.257) - (23.842.565.257)
Beban keuangan (1.526.772.133) - (1.526.772.133)
Pendapatan keuangan 17.492.581 - 17.492.581
Penghasilan (beban) lain-lain (12.792.908.464) 4.833.446.455 (7.959.462.009)
LABA (RUGI) SEBELUM
PAJAK PENGHASILAN (13.580.078.133) (8.746.631.678)
MANFAAT (BEBAN)
PAJAK PENGHASILAN
Kini (1.412.715.473) (1.593.307.376) (3.006.022.849)
Tangguhan 4.488.877.611 (3.337.435.072) 1.151.442.539
BEBAN PAJAK
PENGHASILAN NETO 3.076.162.138 (1.854.580.310)
LABA NETO TAHUN
BERJALAN (10.503.915.995) (10.601.211.988)
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
Pos-pos yang tidak akan
direklasifikasi ke laba rugi
Pengukuran kembali atas
liabilitas imbalan kerja
jangka panjang (658.471.378) - (658.471.378)
Pajak penghasilan terkait 144.863.703 - 144.863.703
PENGHASILAN (RUGI)
KOMPREHENSIF LAIN
NETO - SETELAH PAJAK (513.607.675) (513.607.675)
TOTAL PENGHASILAN
KOMPREHENSIF
PERIODE/TAHUN
BERJALAN (11.017.523.670) (11.114.819.663)
36
Page 37
XI. STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
1. Statement of the Board of Directors
The Board of Directors of the Company hereby declares that this Transaction constitutes a material
transaction as referred to in OJK Regulation No. 17/POJK.04/2020 and also constitutes an affiliated
transaction as referred to in OJK Regulation No. 42/POJK.04/2020. The Transaction has been carried
out through adequate procedures in accordance with the Company’s internal policies to ensure that
the Transaction is conducted in accordance with generally accepted business practices and in
compliance with the provisions of OJK Regulation No. 42/POJK.04/2020.
2. Statement of the Board of Directors and the Board of Commissioners
The Board of Directors and the Board of Commissioners of the Company hereby declare that the
acquisition transaction of SLN and the Sale of Assets and Liabilities Transaction potentially contain
a conflict of interest, as they are carried out in connection with the sale of shares of PT Mitra Pack
Tbk in the Company to Deep Source Pte. Ltd. To the best of their knowledge and belief, all material
information in connection with the Planned Transaction has been disclosed in this Public Disclosure
and such information is not misleading and can be properly accounted for.
XII. GENERAL MEETING OF SHAREHOLDERS
A. Background and Agenda of the Independent EGMS
The EGMS regarding Changes in Business Activities and the Independent EGMS regarding the
Proposed Transaction will be held on March 3, 2026 at a place and time that will be detailed in the
Notice of the EGMS and the Independent EGMS which will be delivered on February 9, 2026.
The Company will also hold the EGMS and Independent EGMS electronically based on POJK No.
16/2020 through the eASY.KSEI application.
Therefore, the Company strongly urges all Shareholders to attend the EGMS and Independent
EGMS by granting power of attorney to the party appointed by the Company's Securities
Administration Bureau ("BAE") by signing and returning the power of attorney form which can be
obtained on the Company's website (www.masterprint.co.id) and in connection with the
Independent EGMS, the Independent Shareholder Statement Letter to the Company via email
corsec@masterprint.co.id. The power of attorney must be received by the Company's Board of
Directors no later than 3 (three) working days before the date of the EGMS and Independent EGMS,
namely February 26, 2026, at the BAE office, namely PT Adimitra Jasa Korpora, which is domiciled
in Jakarta and is located at Kirana Boutique Office Block F3 No. 5. Jl. Kirana Avenue III, Kelapa
Gading North Jakarta 14240. Shareholders can also provide power of attorney electronically
through the KSEI Electronic General Meeting System (eASY.KSEI) facility at the link
https://akses.ksei.co.id/ provided by KSEI as a mechanism for providing electronic power of
attorney in the process of holding the EGMS and Independent EGMS no later than 1 (one) working
day before the date of the Independent EGMS, namely on March 2, 2026.
Shareholders or their proxies who wish to attend the Independent EGMS must sign the
Independent Shareholder Statement.
The announcement regarding the EGMS and Independent EGMS, along with Information to
Shareholders, was published on January 23, 2026 on the IDX website, the Company's website, and
the website of PT Kustodian Sentral Efek Indonesia ("eASY.KSEI"). The invitation to attend the
37
Page 38
Independent EGMS is planned to be announced on the IDX website, the Company's website, and
eASY.KSEI on February 9, 2026.
Shareholders who are entitled to attend the EGMS and Independent EGMS related to the agenda
of approval for Changes in Business Activities and the Transaction Plan are the Shareholders (and
in connection with the Independent EGMS, the Independent Shareholders) whose names are
recorded in the Company's Shareholder Register on the Recording Date.
In accordance with the provisions of Article 1 point 12 of POJK 15/2020, Independent Shareholders
are shareholders who do not have personal economic interests in connection with a particular
transaction and are not members of the Board of Directors, members of the Board of
Commissioners, major shareholders, and Controllers of the Company or are not affiliated parties
of members of the Board of Directors, members of the Board of Commissioners, major
shareholders and Controllers of the Company.
In accordance with the provisions of Article 44 points a and b of POJK 15/2020, an Independent
EGMS may be held if the Independent EGMS is attended by more than 1/2 (one half) of the total
number of shares with valid voting rights owned by Independent Shareholders. The decision of the
Independent EGMS is valid if approved by more than 1/2 (one half) of the total number of shares
with valid voting rights owned by Independent Shareholders.
In accordance with the provisions of Article 20 of POJK 15/2020, in the event that the required
quorum for attendance of Independent Shareholders is not achieved in the first Independent
EGMS, the next Independent EGMS is planned to be held within 10 (ten) days after the first
Independent EGMS is held.
In accordance with the provisions of Article 44 points c and d of POJK 15/2020, the second
Independent EGMS can be held if attended by more than 1/2 (one half) of the total number of
shares with valid voting rights owned by Independent Shareholders and the decision is valid if
approved by more than 1/2 (one half) of the total number of shares with valid voting rights owned
by Independent Shareholders who are present at the second Independent EGMS.
In accordance with the provisions of Article 21 of POJK 15/2020, if the required quorum for
attendance of Independent Shareholders is not achieved in the second Independent EGMS, the
next Independent EGMS is planned to be held according to the time determined by the OJK.
In accordance with the provisions of Article 44 points e and f POJK 15/2020, in the event that the
attendance quorum at the second Independent EGMS is not reached, the third Independent EGMS
will be held with the provision that the Meeting is valid and has the right to make decisions if
attended by independent shareholders of shares with valid voting rights, within the attendance
quorum determined by the OJK at the request of the Company. The decision of the third
Independent EGMS is valid if approved by independent shareholders representing more than 50%
(fifty percent) of the shares owned by independent shareholders present at the third Independent
EGMS.
The Company's shareholders may propose agenda items for the EGMS and Independent EGMS
which must be received by the Company no later than February 2, 2026 and meet the requirements
as referred to in Article 21 paragraph (8) letter b of the Company's Articles of Association in
conjunction with Article 16 paragraphs (1), (2), and (3) POJK 15/2020.
38
Page 39
XII. LIST OF IMPORTANT DATES RELATED TO THE PLAN OF THE TRANSACTION
Estimated important dates in connection with the Proposed Transaction and Changes in Business
Activities are as follows:
No Activity Date
1. Notification of the Agenda of the EGMS and Independent EGMS to the January 15, 2026
OJK
2. Announcement of EGMS and Independent EGMS January 23, 2926
3. Announcement of Disclosure of Information January 23, 2026
4 Invitation to EGMS and Independent EGMS February 9, 2026
5. EGMS and Independent EGMS March 3, 2026
6. Transaction Plan and Business Activity Change Plan are carried out March 3, 2026
7. Submission of Summary of Minutes of EGMS and Independent EGMS March 5, 2026
XIV. MISCELLANEOUS
If shareholders require further information regarding the Transaction Plan and Changes to Business
Activities, they can contact the Company on any day and during the Company's operational hours:
Corporate Secretary
Jl. Prince Jayakarta No.135 Block C12-15, South Mangga Dua
Sawah Besar, South Jakarta
Phone: 021 – 624-0170
Website: www.masterprint.co.id
Email: corsec@masterprint.co.id
Ardi Kusuma
President director
39
Names mentioned 46 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×10
unresolved
org
PT SAMUDERA LAYAR NUSANTARA BY
p.1
unresolved
org
PT SAMUDERA LAYAR NUSANTARA. In
p.1
unresolved
org
PT Samudera Layar Nusantara
p.2 ×4
unresolved
person
Novianti
p.3
unresolved
org
Ministry of Law and Human Rights
p.3 ×2
unresolved
person
Stephanie Wilmarta
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×9
unresolved
org
PT Kencana Usaha Sentosa
p.4
unresolved
person
Helli IB Susetyo
p.4 ×7
unresolved
person
Drajat Darmadji
p.5
unresolved
person
Christina Dwi Utami SH
p.5 ×2
unresolved
org
Minister of Law
p.5
unresolved
person
Drs. Gilbert Rely
p.6 ×2
unresolved
person
H. Warman
· Notaris
p.7 ×2
unresolved
person
Putra Hutomo
· Notaris
p.7 ×2
unresolved
org
South Jakarta District Court
p.9 ×2
unresolved
person
Robert Prasetia Mulia
· Notaris
p.10 ×3
unresolved
org
PT Prima Dharma Karsa
p.10 ×2
unresolved
person
Darmawan Wangsa
· Seller
p.10 ×5
unresolved
org
Anwar
p.11 ×2
unresolved
org
PT Samudera Layar Nusantara. B
p.12
unresolved
org
Deep Source Pte. Ltd.
p.12 ×7
unresolved
org
PT Mitra Pack Tbk's
p.13 ×2
unresolved
org
PT Prima
p.16 ×2
unresolved
org
PT Samudera
p.17
unresolved
org
KJPP Syarif
p.17 ×5
unresolved
org
KJPP Ihot
p.23
unresolved
org
Endang dan Rekan
p.27 ×4
unresolved
org
Government of the Republic of Indonesia
p.29
unresolved
org
KJPP Endang
p.29
unresolved
org
PT Adimitra Jasa Korpora
p.37
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.37
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
10864 ms
12 Sep 2026 22:31
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}