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20250917_INAF_Transaksi Material Tanpa Persetujuan RUPS_31950753_lamp3.pdf
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Jakarta, 17 September 2025
No. : 1270/DIR/IX/2025
Attachment :-
Subject : Disclosure of Material Information or Facts regarding Loan Agreement
To:
Chief Executive of Capital Market, Derivatives Finance, and Carbon Exchange Supervision
Financial Services Authority (Otoritas Jasa Keuangan)
Sumitro Djojohadikusumo Building
Ministry of Finance of the Republic of Indonesia
Jl. Lapangan Banteng Timur No. 2-4
Jakarta
Dear Sir,
Referring to the Financial Services Authority Regulation No. 31/POJK.04/2015 on Disclosure of Material
Information or Facts by Issuers or Public Companies and the Decision of the Board of Directors of the
Indonesia Stock Exchange No. KEP-00066/BEI/09-2022 dated 30 September 2022 regarding the
Amendment to Regulation No. I-E on the Obligation to Submit Information (“IDX Regulation No. I-E”),
we, PT Indofarma Tbk (the “Company”), hereby submit the Disclosure of Material Information or Facts
as follows:
1. Date of the Event
PT Indofarma Tbk and PT Bio Farma (Persero) entered into and signed a Loan Agreement in
Jakarta on 15 September 2025.
2. Type of Material Information or Facts
Receipt of a loan of material value.
3. Description of the Material Information or Facts
a. The Company has obtained a loan to support operational cost efficiency as mandated in the
Homologation Decision of PT Indofarma Tbk, which has obtained permanent legal force through
Decision No. 1267 K/Pdt.Sus-Pailit/2024 jo. No. 74/PDT.SUS-PKPU/2024/PN.NIAGA.JKT/PST and
became effective as of 25 March 2025 (the “Homologation Decision”). The Company is obliged to
immediately implement operational cost efficiency. Such efficiency covers all non-productive and
inefficient operating expenses, with the aim of reducing costs and increasing profitability, as well
as adjusting the workforce to the limited business model to be carried out in accordance with the
Homologation Decision, thereby enabling operations to run more efficiently. Through this
program, the Company is expected to manage operating expenses more proportionally while
safeguarding business continuity in the future.
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b. Material Information
b.1. Material Transaction
The Company has signed a loan agreement with PT Bio Farma (Persero), the largest holder of
the Company’s Series B shares. The loan constitutes financial support for the Company with a
maximum value of IDR 220,174,165,916.
Pursuant to Article 3 paragraph (3) of Financial Services Authority Regulation No.
17/POJK.04/2020 on Material Transactions and Changes in Business Activities (“POJK
17/2020”), if a company records negative equity, a transaction is categorized as a Material
Transaction if its value equals 10% (ten percent) of the company’s assets. The Company’s
assets are recorded at IDR 559,641,829,398; therefore, the loan from PT Bio Farma (Persero)
with a maximum value of IDR 220,174,165,916 is considered material and requires General
Meeting of Shareholders (GMS) approval pursuant to Article 6 paragraph (1) letter d number
2 of POJK 17/2020.
However, considering that the Company records negative working capital and negative equity,
pursuant to Article 11 letter g of POJK 17/2020, Material Transactions conducted by Public
Companies other than banks with negative working capital and negative equity are exempted
from the obligation to engage an Independent Appraiser and obtain GMS approval.
b.2. Affiliated Transaction
The lender is PT Bio Farma (Persero), the controlling shareholder of the Company with an
ownership of 80.66%. Therefore, the loan constitutes an Affiliated Transaction as referred to
in FSA Regulation No. 42/2020.
As the Affiliated Transaction also constitutes a Material Transaction, pursuant to Article 24 of
POJK 42/2020, the Company is only required to comply with the provisions of POJK 17/2020.
b.3. Transaction Object and Value
On 15 September 2025, the Company signed a loan agreement with PT Bio Farma (Persero),
under which PT Bio Farma (Persero) provides the Company with a maximum loan facility of
IDR 220,174,165,916 for a period of 12 months, with an interest rate of 7% per annum
payable at the end of the loan term.
In connection with the loan agreement, the Company will provide collateral in the form of non-
core Company assets located at 18 sites, subject to prior approval of the General Meeting of
Shareholders in accordance with applicable laws and regulations. The determination of the
value of such collateral will be based on the valuation of an Independent Appraiser as required
by prevailing laws and regulations.
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4. Company Information
Information on PT Indofarma Tbk
Management Composition of PT Indofarma Tbk
• Commissioner : Didi Agus Mintadi
• President Director : Sahat Sihombing
• Operations Director : Andi Prazos
Capital Structure and Shareholding of PT Indofarma Tbk
Number of Total Nominal %
Description Shares Value
(Rp100,- per share)
AUTHORIZED CAPITAL 10.000.000.000 1.000.000.000.000 100,000
Series A Shares 1 100 0
Series B Shares 9.999.999.999 999.999.999.900 99,999
ISSUED AND FULLY PAID CAPITAL
Series A Share
Dwiwarna Share – Government of
1 100 0
the Republic of Indonesia
Series B Share
1. PT Bio Farma (Persero) 2.499.999.999 249.999.999.900 80,664
2. PT Asabri (Persero) - Dapen TNI 227.533.850 22.753.385.000 7,342
371.733.650 37.173.365.000 11,994
3. Public (ownership below 5%)
TOTAL ISSUED AND FULLY PAID 3.099.267.500 309.926.750.000 100,000
CAPITAL
TREASURY SHARES (in portfolio) 6.900.732.500 690.073.250.000 100,000
5. Impact of the Event on the Company
The Company’s loan facility received from PT Bio Farma (Persero) does not have any adverse impact
on the Company’s operational activities, legal matters, financial condition, or business continuity.
On the contrary, with the loan facility, the Company’s operations can be carried out more efficiently.
The Company is committed to restructuring its financial foundation to achieve a balance between
meeting the requirements for business recovery and implementing the transformation program,
which is expected to strengthen the Company’s business sustainability in the future.
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STATEMENT OF THE COMPANY’S BOARD OF DIRECTORS
1. The information disclosed in this Disclosure of Information is complete and complies with POJK
17/2020 and POJK 42/2020.
2. The loan transaction with PT Bio Farma (Persero), which is an affiliated party to the Company
as referred to in POJK 42/2020, was carried out on fair and reasonable terms and conditions
that are generally applicable and does not constitute a conflict of interest.
3. The Board of Directors of the Company hereby declares that all information or material facts
contained in this Disclosure of Information have been fully disclosed and do not contain any
untrue or misleading information or facts.
This report is hereby submitted by the Company within 2 (two) business days following the execution
of the loan agreement between the Company and PT Bio Farma (Persero), in order to comply with the
prevailing regulations.
Respectfully yours,
PT Indofarma Tbk
Sahat Sihombing Andi Prazos
President Director Operational Director
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Financial Services Authority
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Ministry of Finance
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Indonesia Stock Exchange
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