Back to announcement
20250917_GMFI_Laporan Informasi dan Fakta Material_31950751_lamp1.pdf
Asset transaction Needs review GMFISource file signed link, expires in 15 minutes
Extracted text 33
Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK
ON THE PROPOSED CAPITAL INCREASE BY WAY OF PRE-EMPTIVE RIGHTS
AND MATERIAL TRANSACTION
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND
CONSIDERED BY THE SHAREHOLDERS OF PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK.
THIS DISCLOSURE OF INFORMATION IS PREPARED IN ORDER TO COMPLY WITH THE FINANCIAL SERVICES
AUTHORITY REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-
EMPTIVE RIGHTS, AS AMENDED BY THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
14/POJK.04/2019 ON THE AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS AND THE
FINANCIAL SERVICES AUTHORITY REGULATION NO. 17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND
CHANGES IN BUSINESS ACTIVITIES.
IF YOU FIND DIFFICULTIES IN UNDERSTANDING THE INFORMATION CONTAINED HEREIN, YOU SHOULD
CONSULT WITH YOUR BROKER, INVESTMENT MANAGER, LEGAL COUNSEL, PUBLIC ACCOUNTANT,
FINANCIAL ADVISOR OR OTHER PROFESSIONAL ADVISOR.
PT GARUDA MAINTENANCE FACILITY AERO ASIA TBK
Business Activities:
Engaged in aircraft maintenance, repair and overhaul services, wholesale trade in air transport
equipment and supplies, airport activities and leasing and rental activities.
Domiciled in Tangerang, Indonesia
Head Office
2nd Floor, South Lobby, Hangar 4 PT Garuda Maintenance Facility Aero Asia Tbk
Soekarno-Hatta International Airport Office Area
Tangerang 15125, Indonesia
Phone: (021) 550 8717
Fax.: (021) 550 10461
Website: www.gmf-aeroasia.co.id
E-mail: corporate.secretary@gmf-aeroasia.co.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY
AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE
INFORMATION AS DISCLOSED HEREIN AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE INFORMATION
CONTAINED IN THIS DISCLOSURE OF INFORMATION IS CORRECT AND THERE ARE NO IMPORTANT
MATERIAL AND RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED IN THIS DISCLOSURE OF
INFORMATION SO AS TO CAUSE THE INFORMATION PROVIDED IN THIS DISCLOSURE OF INFORMATION TO
BE UNTRUE AND/OR MISLEADING.
This Disclosure of Information issued in Tangerang, 17 September 2025
Page 2
DEFINITION
“Affiliate” : 1. Family relationship by marriage up to the second degree, both
horizontally and vertically, namely the relationship between a
person and:
a. husband or wife;
b. parents of the husband or wife and husband or wife of the
child;
c. grandparents of the husband or wife and the husband or wife
of the grandchild;
d. siblings of the husband or wife and the husband or wife of
such relatives; or
e. the husband or wife of the siblings of the person concerned;
2. family relationship by descent up to the second degree, both
horizontally and vertically, namely a person's relationship with:
a. parents and children;
b. grandparents and grandchildren; or
c. siblings of the person concerned;
3. the relationship between a party and employees, directors, or
commissioners of the said party;
4. relationship between 2 (two) or more companies in which there
are 1 (one) or more members of the same Board of Directors,
management, Board of Commissioners, or supervisors;
5. the relationship between a company and a party, either directly
or indirectly, in any way, controlling or controlled by the company
or the party in determining the management and/or policy of the
company or the party concerned;
6. the relationship between 2 (two) or more companies that are
controlled, either directly or indirectly, in determining the
management and/or policies of the company by the same party;
or
7. the relationship between a company and its major shareholder,
which is a party that directly or indirectly owns at least 20%
(twenty percent) of the voting shares of the said company,
as defined in P2SK Law.
“API” : PT Angkasa Pura Indonesia.
“API’s Asset” Land covering an area of ± 972,123 square meters, being part of
Right to Manage (Hak Pengelolaan) No. 1/Pajang registered on
behalf of Perum Angkasa Pura II (now known as PT Angkasa Pura
Indonesia), located in the Garuda Maintenance Facility (GMF) Area,
Soekarno-Hatta International Airport Complex, Benda Sub-District,
Benda District, Tangerang City, Banten Province, which is currently
in the process of being waived from its Right to Manage (Hak
1
Page 3
Pengelolaan) status to the Republic of Indonesia and for which a land
title in the form of a HGB shall be applied for in the name of PT
Angkasa Pura Indonesia.
“BAE” or “Share Registrar” : Share Registrar.
“IDX” : PT Bursa Efek Indonesia.
“BNRI” : State Gazette of the Republic of Indonesia.
“BUMN” : State-Owned Enterprise (Badan Usaha Milik Negara).
“Board of : An organ of the company that is in charge of conducting general
Commissioners” and/or special supervision in accordance with the company's articles
of association and advising the Board of Directors.
“Board of Directors” : An organ of the company which is authorized and fully responsible
for the management of the company for the benefit of the company,
in accordance with the purposes and objectives of the company and
represents the company, both inside and outside the court in
accordance with the provisions of the company's articles of
association.
“DPS” or “Shareholders : Shareholders Register.
Register”
“GIAA” : PT Garuda Indonesia (Persero) Tbk.
“HGB” : Right to Build (Hak Guna Bangunan).
“HMETD” : Pre-emptive Right.
“KBLI” : Standard Classification of Indonesian Business Fields as stipulated
in the Regulation of the Central Bureau of Statistics No. 2 of 2020 on
the Standard Classification of Indonesian Business Fields.
“Ministry of Law” : Ministry of Law of the Republic of Indonesia (previously Ministry of
Law and Human Rights of the Republic of Indonesia or “MLHR”).
“Disclosure of : This Disclosure of Information dated 17 September 2025, containing
Information” information related to the Proposed PMHMETD (as defined below),
has been prepared in order to comply with the provisions of POJK
32/2015 (as defined below).
“KSEI” : PT Kustodian Sentral Efek Indonesia.
“KJPP” : Public Appraisal Services Office.
“MOL” : Minister of Law of the Republic of Indonesia (previously Minister of
Law and Human Rights of the Republic of Indonesia, “MOLHR”).
“OJK” : Financial Services Authority, an independent institution as referred
to in Law No. 21 of 2011 on the Financial Services Authority as
amended by the P2SK Law (“OJK Law”), whose duties and
authorities include regulating and supervising financial services
activities in the banking, capital markets, insurance, pension funds,
financing institutions and other financial institutions sectors, in which
since 31 December 2012, the Financial Services Authority is an
institution that replaces and accepts the rights and obligations to
carry out regulatory and supervisory functions from the Ministry of
2
Page 4
Finance of the Republic of Indonesia and the Capital Market and
Financial Institutions Supervisory Agency in accordance with the
provisions of Article 55 of the OJK Law.
“Rule I-A” : IDX Regulation No. I-A, Attachment to the Decree of the Board of
Directors of IDX No. Kep-00101/BEI/12-2021 dated 21 December
2021 on the Listing of Shares and Equity Securities Other than
Shares Issued by Listed Companies.
“Company” : PT Garuda Maintenance Facility Aero Asia Tbk, a public limited
liability company listed on the IDX, domiciled in Tangerang.
“PMHMETD” : Capital Increase with Pre-emptive Rights.
“POJK 9/2018” : OJK Regulation No. 9/POJK.04/2018 on the Acquisition of Publicly
Traded Companies.
“POJK 14/2025” : OJK Regulation No. 14 of 2025 on the Implementation of Electronic
General Meetings of Shareholders, General Meetings of
Bondholders, and General Meetings of Sukuk Holders.
“POJK 15/2020” : OJK Regulation No. 15/POJK.04/2020 on Planning and Organization
of General Meetings of Shareholders by Publicly Traded Companies.
“POJK 17/2020” : OJK Regulation No. 17/POJK.04/2020 on Material Transaction and
Changes of Business Activities.
“POJK 28/2021” : OJK Regulation No. 28/POJK.04/2021 on the Assessments and
Presentation of the Property Assessment Reports within the Capital
Market Sector.
“POJK 32/2015” : OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of
Public Companies with Pre-emptive Rights as amended by OJK
Regulation No. 14/POJK.04/2019 on the Amendment to the OJK
Regulation No. 32/POJK.04/2015 on the Capital Increase of Public
Companies with Pre-emptive Rights.
“POJK 42/2020” : OJK Regulation No. 42/POJK.04/2020 on the Affiliated Transactions
and Conflict of Interest Transactions.
“Proposed Transaction” : Proposed Rights Issue and Proposed In-kind Contribution as
described in the Disclosure of Information.
“Rupiah” or “IDR” : A reference to the legal currency of the Republic of Indonesia, the
Rupiah.
“GMS” : General Meeting of Shareholders.
“EGMS” : Extraordinary GMS.
“SEOJK 33/2021” : OJK Circular Letter No. 33/SEOJK.04/2021 on the Guidelines for the
Assessments and Presentation of the Property Assessment Reports
within the Capital Market Sector.
“Affiliated Transaction” : Any activity and/or transaction carried out by a publicly traded
company or a controlled company with an Affiliate of a publicly traded
company or an Affiliate of a member of the board of directors, a
member of the board of commissioners, a principal shareholder, or a
controller, including any activity and/or transaction carried out by a
3
Page 5
publicly traded company or a controlled company for the benefit of
an Affiliate of a publicly traded company or an Affiliate of a member
of the board of directors, a member of the board of commissioners,
a principal shareholder, or a controller, as defined in POJK 42/2020.
“Conflict of Interest : Transactions carried out by a publicly traded company or controlled
Transaction” company with any party, either with Affiliates or parties other than
Affiliates that contain conflicts of interest, as defined in POJK
42/2020.
“Material Transaction” : Any transaction carried out by a publicly traded company or
controlled company that meets the threshold as stipulated in POJK
17/2020.
“P2SK Law” : Law No. 4 of 2023 on the Development and Strengthening of
Financial Sector.
INTRODUCTION
As a company engaged in the maintenance and repair of aircraft, in conducting its business activities
the Company utilizes (i) the hangar I building and annex I, (ii) the hangar II building and annex II, (iii)
the hangar III building and annex III, and (iv) supporting facilities in the form of other ancillary buildings,
complementary infrastructure such as driveway pavement, fencing, and building auxiliary machinery,
all of which located on the API’s Asset.
In strengthening and growing its business, the Company continually undertakes improvements to its
equity position, one of which is the by conducting the Proposed Rights Issue whereby API will participate
by contributing the API’s Assets to the Company on a non-cash (in-kind) basis. Accordingly, upon
implementation of the Proposed PMHMETD, API will hold a certain number of shares in the Company.
In accordance with such background, the Company plans to:
1. carry out the Rights Issue, whereby under the Proposed Rights Issue (as defined below), API
will (i) subscribe for the New Shares (as defined below) through the implementation of the
Proposed Rights Issue (as defined below) in the manner described in the section “Description
of the Proposed Rights Issue” of this Disclosure of Information and (ii) make a contribution for
shares in a form other than cash (in-kind) in the form of the API’s Asset (the “Proposed In-kind
Contribution”); and
2. to receive the transfer of the API’s Asset as part of the Proposed In-kind Contribution.
This Proposed Transaction constitutes a Material Transaction as referred to in POJK 17/2020 and an
Affiliated Transaction as referred to in POJK 42/2020, in which it is also part of the GIAA group’s
restructuring program planned by the Government of the Republic of Indonesia pursuant to the Letter
of the Ministry of State-Owned Enterprises of the Republic of Indonesia No. S-373/MBU/06/2025 dated
23 June 2025 regarding Approval of Restructuring for the Recovery of PT Garuda Indonesia (Persero)
Tbk, therefore the Company is not required to appoint an appraiser and obtain prior approval from the
GMS as referred to in Article 11 letter j of POJK 17/2020.
INFORMATION OF THE COMPANY
Brief History of the Company
The Company, a publicly listed limited liability company established under the laws of the Republic of
Indonesia and domiciled in Tangerang, was established pursuant to Deed of Establishment No. 93
dated 26 April 2002, drawn up before Arry Supratno, S.H., Notary in Jakarta, as ratified by the Minister
of Justice of the Republic of Indonesia (currently MOL) based on Decree No. C-11685
4
Page 6
HT.01.01.TH.2002 dated 28 June 2002 and announced in BNRI No. 78 dated 27 September 2002 and
Supplement to BNRI No. 11677 (“Deed of Establishment”).
The Company’s articles of association have been amended several times and lastly amended by the
Deed of Meeting Resolution of Amendment to the Articles of Association of PT Garuda Maintenance
Facility Aero Asia Tbk or abbreviated as PT GMF Aero Asia Tbk No. 2 dated 15 January 2025, drawn
up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which has been notified to
and received by the MOL based on the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0008303 dated 16 January 2025, and has been registered in the
Company Register at the Ministry of Law under No. AHU-0004585.AH.01.11.Tahun 2025 dated 16
January 2025 (“Deed No. 2/2025”).
The Deed of Establishment, together with the Company's articles of association as lastly amended by
Deed No. 2/2025, and all amendments thereof from time to time are hereinafter referred to as the
“Company’s Articles of Association”.
Business Activities of the Company
The Company’s business activities based on the Company’s Articles of Association and/or KBLI are
Aircraft Repair (KBLI: 33153); Aircraft and Equipment Industry (KBLI: 30300); Repair of Electric Motors,
Generators and Transformers (KBLI: 33141); Repair of Measuring Instruments, Test Equipment and
Navigation and Control Equipment (KBLI: 33131); Repair of Machinery for General Purposes (KBLI:3
3121); Wholesale Trade of Various Goods (KBLI: 46900); Wholesale Trade in Air Transport
Equipment, Parts and Supplies (KBLI: 46594); Wholesale Trade in Electronic Parts (KBLI: 46521);
Wholesale Trade in Other Machinery, Equipment and Supplies (KBLI: 46599); Warehousing and
Storage (KBLI: 52101); Bounded Warehousing Activities or Bonded Zone Areas (KBLI: 52103);
Multimodal Transportation (KBLI: 52295); Airport Activities (KBLI: 52231); Transportation Management
Services (KBLI: 52291); Air Transport Support Services (KBLI: 52296); Transportation Consultancy
Activities (KBLI: 70202); Technology and Engineering Research and Development (KBLI: 72102);
Periodic Inspection Services (KBLI: 71203); Calibration/Metrology Services (KBLI: 71205); Rental and
Leasing Activities without Option Rights, Employment, Travel Agencies and Other Business Support
(KBLI: 77309); and Private Technical Education (KBLI: 85497), but the business activities that are
currently carried out are engaged in aircraft maintenance, repair and overhaul services, wholesale
trade in air transportation and its equipment, airport activities and leasing and leasing activities.
The details of each business activity that is currently carried out by the Company are:
1. Aircraft maintenance:
a. repair of aircraft and equipment;
b. repair of electric motors, generators and transformers;
c. repair of measuring instruments, test instruments and navigation control equipment; and
d. repair of machinery for general purposes.
2. Wholesale trade in air transport equipment:
a. wholesale trade in air transport equipment, spare parts and supplies;
b. wholesale trade in electronic spare parts; and
c. wholesale trade in aircraft engines, tools and equipment;
3. Airport activities:
a. bounded warehousing or bonded zone area; and
b. arrangement of modes of transport and air transportation support.
5
Page 7
4. Transportation consultancy:
a. airport technology research and development;
b. periodic inspection; and
c. aircraft calibration.
Capital Structure and Shareholding Composition
Based on Deed No. 2/2025 and the Company’s DPS dated 31 August 2025, issued by PT Datindo
Entrycom as the Company’s Share Registrar, the Company’s capital structure and composition of
shareholders are as follows:
Nominal Value of (i) IDR 100 per Series A
Share and (ii) IDR 25 per Series B Share %
Description
Total Nominal Value
Number of Shares
(in Rupiah)
Authorized Capital
Series A 95,000,000,000 9,500,000,000,000 -
Series B 20,000,000,000 500,000,000,000 -
Amount of Authorized Capital 115,000,000,000 10,000,000,000,000 -
Issued and Paid Up Capital
Series A
1. GIAA 25,156,058,796 2,515,605,879,600 66.965
2. PT Aero Wisata 254,101,604 25,410,160,400 0.676
3. Andi Fahrurrozi 672,300 67,230,000 0.002
4. Public ownership under 5% 2,822,678,800 282,267,880,000 7.514
Series B
1. GIAA 9,093,245,600 227,331,140,000 24.206
2. PT Aero Wisata 91,850,900 2,296,272,500 0.245
3. Public ownership under 5% 147,370,976 3,684,274,400 0.392
Total Issued and Paid Up Capital
Seri A 28,233,511,500 2,823,351,150,000 75.157
Seri B 9,332,467,476 233,311,686,900 24.843
Total Amount of Issued and Paid Up Capital 37,565,978,976 3,056,662,836,900 -
Shares in Portfolio
Seri A 66,766,488,500 6,676,648,850,000 -
Seri B 10,667,532,524 266,688,313,100 -
Amount of Shares in Portfolio 77,434,021,024 6,943,337,163,100 -
As of the date of the issuance of this Disclosure of Information, the Company’s ownership structure is
as follows:
6
Page 8
As of the date of the issuance of this Disclosure of Information, the controller of the Company is GIAA.
The Company’s Board of Directors and Board of Commissioners
Based on (i) Deed of Meeting Resolution of PT Garuda Maintenance Facility Aero Asia Tbk or
abbreviated as PT GMF Aero Asia Tbk No. 1 dated 2 September 2022, drawn up before Shanti Indah
Lestari, S.H., M.Kn., Notary in Tangerang Regency, which has been notified to and received by MOLHR
based on Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0056776 dated 20
September 2022 and has been registered in the Company Register at the MLHR under No. AHU-
0186888.AH.01.11.Tahun 2022 dated 20 September 2022, (ii) Deed of Meeting Resolution of PT
Garuda Maintenance Facility Aero Asia Tbk or abbreviated as PT GMF Aero Asia Tbk No. 16 dated 28
June 2023, drawn up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, which
has been notified to and received by the MOLHR based on Notification Receipt of Changes of Company
7
Page 9
Data No. AHU-AH.01.09-0144480 dated 17 July 2023 and has been registered in the Company
Register at the MLHR under No. AHU-0141925.AH.01.11.Tahun 2023 dated 17 July 2023, dan (iii) and
(iii) Deed of Meeting Resolution of PT Garuda Maintenance Facility Aero Asia Tbk or abbreviated as
PT GMF Aero Asia Tbk No. 5 dated 5 June 2025, drawn up before Shanti Indah Lestari, S.H., M.Kn.,
Notary in Tangerang Regency, which has been notified to and received by the MOL based on the
Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0298833 dated 16 June 2025
and has been registered in the Company Register at the Ministry of Law under No. AHU-
0132822.AH.01.11.Tahun 2025 dated 16 June 2025, the composition of the members of the Board of
Directors and Board of Commissioners of the Company is as follows:
Board of Directors
President Director : Andi Fahrurrozi
Director of Base Management : Bobi Gumelar
Director of Finance : Tri Hartono
Director of Human Capital : Mitra Piranti
Director of Line Operation : Mukhtaris(*)
Board of Commissioners
President Commissioner : Oki Yanuar
Independent Commisioner : Dean Arslan
Commisioner : Giring Ganesha Djumaryo
(*) Mr. Mukhtaris has submitted his resignation from his position as the Company’s Director of Line
Operation effective as of 1 July 2025, in connection with his appointment as Technical Director of PT
Garuda Indonesia (Persero) Tbk.
Summary of Key Financial Data
The summary of significant financial data set out below has been extracted from the audited
consolidated statement of financial position of the Group as of 30 June 2025 and the consolidated
statement of profit or loss and other comprehensive income and consolidated statement of cash flows
of the Group for the six-month period ended on 30 June 2025 (with the consolidated statements of
financial position of the Group as of 31 December 2024 dan 2023 and the consolidated statements of
profit or loss and other comprehensive income and consolidated cash flows for the six-month period
ended on 30 June 2024 and for the years ended on 31 December 2024 dan 2023 presented as
comparatives), along with the notes to such consolidated financial statements.
The consolidated financial statements of the Group as at and for the six-month period ended on 30 Juni
2025 (with the consolidated financial statements of the Group as at and for the six-month period ended
on 30 June 2024 and for the years ended on 31 December 2024 and 2023 presented as comparatives),
have been prepared and presented by the Management of the Group in accordance with Indonesian
Financial Accounting Standards. The consolidated financial statements of the Group as at and for the
six-month period ended on 30 June 2025 have been audited by Public Accountant Office Purwanto
Susanti dan Surja (a member firm of Ernst & Young global network) in accordance with the auditing
standards established by IAPI, with an unmodified opinion with paragraphs outlining the material
uncertainty related to the business continuity and other matters in its report dated 12 September 2025
signed by Ronny Stewart, CPA (Public Accountant Registration No.: AP. 1749).
The consolidated financial statements of the Group as at and for the six-month period ended on 30
June 2024 and as at and for the year ended on 31 December 2023 have been audited by KAP Rintis,
Jumadi, Rianto & Rekan (a member firm of the PwC global network) in accordance with auditing
standards established by IAPI, with an unmodified opinion with paragraphs outlining the material
uncertainty related to the Company’s business continuity in the auditor’s report reissued dated 14
October 2024 and signed by Ade Setiawan Elimin, CPA (Public Accountant Registration No. AP 0225).
The consolidated financial statements of the Group as at and for the year ended on 31 December 2024
have been audited by KAP Rintis, Jumadi, Rianto & Rekan (a member firm of the PwC global network)
in accordance with auditing standards established by IAPI, with an unmodified opinion with paragraphs
8
Page 10
outlining the material uncertainty related to the Company’s business continuity in the auditor’s report
dated 25 March 2025 and signed by Ade Setiawan Elimin, CPA (Public Accountant Registration No. AP
0225).
Consolidated Statement of Financial Position
(Written in US Dollar)
Description 30 June 31 December
2025 2024 2024 2023
ASSETS
Current Assets
Cash and cash 7,838,172 14,647,634 12,623,481 21,051,033
equivalents
Restricted cash and cash 1,460,018 154,312 902,880 358,975
equivalents
Short-term investments 149,239 58,840 133,203 58,840
Trade Receivables
-Related Parties 54,878,340 37,564,475 45,816,929 46,302,407
-Third Parties 6,120,958 10,260,176 4,045,912 10,694,831
Other Receivables
-Third Parties 307,337 279,292 1,718,233 -
Contract Assets
-Related Parties 17,147,387 33,423,193 27,455,934 39,738,525
-Third Parties 27,279,528 21,710,338 13,964,715 10,966,104
Inventory 47,407,431 63,495,315 61,415,306 74,018,579
Advances and prepaid 31,262,019 38,119,733 31,569,882 40,704,250
expenses
Prepaid tax
1,897,138 - 2,140,235 -
-Corporate income tax
6,131,151 2,722,004 4,316,775 2,722,004
Total Current Assets 201,878,718 222,435,312 206,103,485 246,615,548
Non-current Assets
Trade receivables from 12,837,045 14,495,083 14,651,879 15,049,694
related parties
Other receivables from 196,515 2,979,994 953,040 3,163,691
related parties
Advances and prepaid 972,331 933,967 891,637 413,668
expenses
Fixed Assets 144,504,184 126,343,701 149,093,821 131,755,518
Right of use assets 25,371,572 33,548,322 28,184,035 34,732,996
Prepaid Taxes
-Corporate income tax 4,739,388 5,867,819 4,605,917 5,043,171
-Other taxes 11,085,348 8,912,308 10,724,972 5,815,021
Deferred Tax Assets 8,399,519 7,386,554 9,407,308 7,417,592
Other non-current assets 3,249 14,108 14,109 14,204
Total non-current 208,109,151 200,481,856 218,526,718 203,405,555
assets
Total Assets 409,987,869 422,917,168 424,630,203 450,021,103
LIABILITIES AND
EQUITY
Short-term Liabilities
Accounts Payable
-Related Parties 5,440,691 6,182,611 4,865,365 10,391,617
-Third Parties 58,384,842 64,230,875 59,854,571 67,128,735
Tax Payable 8,556,466 7,211,237 9,743,940 6,489,143
Accruals 47,156,298 61,493,708 51,081,455 55,408,500
Utang lain-lain 2,524,065 4,462,626 4,220,301 6,143,838
Other Payables
-Related Parties 58,867,046 64,391,900 61,599,326 89,556,217
-Third Parties 16,457,185 19,053,930 15,508,259 21,438,368
Short-term loans 342,422 958,449 - 194,603
Borrowings, current 20,891,815 14,624,271 20,004,877 9,913,139
portion
9
Page 11
Description 30 June 31 December
2025 2024 2024 2023
Lease liabilities, current 7,046,648 12,360,797 6,624,431 9,778,332
portion
Short-term employee 3,979,985 3,641,223 4,006,066 3,274,853
benefit liabilities
Total non-current 229,647,463 258,611,627 237,508,591 279,717,345
assets
Long-term Liabilities
Accounts Payable
-Related Parties - 8,015,841 2,635,490 9,755,745
-Third Parties 9,118,551 11,029,290 8,743,176 14,340,693
Loan 360,771,940 381,514,747 371,217,848 390,562,375
Lease liabilities 34,347,756 38,577,180 38,646,418 42,353,284
Long-term employee 25,094,678 23,298,190 23,779,983 24,453,563
benefit liabilities
Total long-term 429,332,925 462,435,248 445,022,915 481,465,660
liabilities
Total Liabilities 658,980,388 721,046,875 682,531,506 761,183,005
EQUITY
Equity Attributable to
Owners of the Parent
Entity:
Share Capital – 233,466,477 219,015,655 219,015,655 219,015,655
authorized
100,000,000,000 shares;
issued and fully paid
28,233,511,500 shares
with a par value of Rp100
per share
Additional paid-up capital 74,555,926 62,417,236 62,417,236 62,417,236
Advance for Share
Capital - - 25,909,891 -
Other comprehensive (16,436,221) (16,569,080) (15,900,891) (16,353,693)
loss
Retained
earnings/(accumulated
losses)
-Preserved 7,492,540 7,492,540 7,492,540 7,492,540
-Not yet reserved (548,243,280) (570,591,642) (557,002,037) (583,893,153)
Equity attributable to (249,164,558) (298,235,291) (258,067,606) (311,321,415)
owners of the parent
entity
Non-controlling interests 172,039 105,584 166,303 159,513
Total Equity (248,992,519) (298,129,707) (257,901,303) (311,161,902)
Total Liabilities & 409,987,869 422,917,168 424,630,203 450,021,103
Equity
Consolidated Statements of Profit or Loss and Other Comprehensive Income
30 June 31 December
Description
2025 2024 2024 2023
INCOME 178,955,312 216,478,455 421,223,186 373,206,984
Business Expenses:
Employee Expenses (57,698,720) (59,745,288) (116,569,103) (101,486,732)
Material Expenses (50,750,761) (50,189,816) (117,177,864) (97,791,734)
Subcontracting Expenses (32,338,251) (61,828,647) (100,390,977) (105,611,422)
Depreciation Expenses (9,650,292) (9,512,158) (18,694,769) (20,372,753)
Operational Expenses (12,374,990) (9,205,326) (20,441,906) (22,284,253)
10
Page 12
30 June 31 December
Description
2025 2024 2024 2023
(Expense)/Other operating (755,429) (3,788,033) (5,944,484) 2,041,310
income, net
15,386,869 22,209,187 42,004,083 27,701,400
Income from debt restructuring - - 695,969 6,876,476
(Loss)/Gain on restructuring - (445,278) (191,852) 6,711,538
payments
Finance Income 166,765 197,013 337,803 238,867
Finance expense (9,581,079) (11,747,105) (20,166,464) (23,619,058)
Other income/(Expense), net 3,947,189 3,069,403 2,064,576 1,820,801
Profit before income tax 9,919,744 13,283,220 24,744,115 19,730,024
Income tax benefit/(expense) (1,154,325) (26,804) 2,155,930 438,665
Profit for the period/year 8,765,419 13,256,416 26,900,045 20,168,689
(LOSS)/OTHER
COMPREHENSIVE INCOME:
Items that will not be reclassified
to profit or loss:
Gains/(losses) on revaluation of - - 698,220 614,713
property, plant and equipment
Remeasurement of post- (680,495) (161,621) (89,972) (1,001,046)
employment benefits
Related Income Tax 149,964 35,557 (133,815) 84,993
(530,531) (126,064) 474,433 (301,340)
Items that will be reclassified to
profit or loss
Exchange differences on (5,725) (89,323) (21,631) 66,174
translation of financial statements
(Loss)/other comprehensive (536,256) (215,387) 452,802 (235,166)
income for the year, net of tax
TOTAL COMPREHENSIVE 8,229,163 13,041,029 27,352,847 19,933,523
INCOME FOR THE
PERIOD/YEAR
PROFIT ATTRIBUTABLE TO:
Owners of the parent entity 8,758,757 13,301,511 26,891,116 20,276,463
Non-controlling Interest 6,662 (45,095) 8,929 (107,774)
8,765,419 13,256,416 26,900,045 20,168,689
TOTAL COMPREHENSIVE
INCOME ATTRIBUTABLE TO:
Owners of the parent entity 8,223,427 13,086,124 27,343,918 20,041,297
Non-controlling Interest 5,736 (45,095) 8,929 (107,774)
8,229,163 13,041,029 27,352,847 19,933,523
NET INCOME PER SHARE : 0.0002 0.0005 0.0010 0.0007
Basic and diluted
Key Financial Ratios
30 June 31 December
Description
2025 2024 2024 2023
I. Liquidity
Cash Ratio (%) 3,41 5,66 5,31 7,53
11
Page 13
Current Ratio (%) 87,91 86,01 86,78 88,17
Quick Ratio (%) 67,26 61,46 60,92 61,70
II. Profitability
Operating Profit Margin (%) 8,60 10,26 9,97 7,42
Net Profit Margin (%) 4,90 6,12 6,39 5,40
EBITDA Margin (%) 16,20 15,87 15,02 17,01
Return on Asset (ROA) (%) 2,14 3,13 6,33 4,48
Return on Equity (ROE) (%) (3,52) (4,45) (10,43) (6,48)
Return on Investment (ROI) (%) 7,11 8,17 14,98 14,16
III. Leverage
Debt to Equity (DER) (2,65) (2,42) (2,65) (2,45)
Debt to Total Asset (DAR) 0,93 0,94 0,92 0,89
Equity to Asset Ratio (0,61) (0,70) (0,61) (0,69)
Liability to Asset Ratio 1,61 1,70 1,61 1,69
Gearing Ratio 1,61 1,89 2,08 1,17
Debt Service Coverage Ratio 0,72 1,43 2,10 2,74
(DSCR)
Interest Service Coverage Ratio 1,61 1,89 2,08 1,17
(ISCR)
Interest Bearing Debt to EBITDA 13,18 11,56 6,18 6,31
IV. Efficiency
Collection Period (excl. Tagbrut) 56 44 46 46
Collection Period (incl. Tagbrut) 99 88 85 99
Inventory Turnover 193 247 208 240
Total Asset Turnover (%) 10,72 12,40 24,08 22,20
V. Growth
Sales Growth (%) (17,33) 29,70 12,87 56,35
Cost of Sales Growth (%) n.m n.m n.m n.m
Total Comprehensive Growth (%) 148,97 (125,82) (292,55) (106,32)
Operating Profit Growth (%) (30,72) 55,62 51,63 11,40
Net Profit Growth (%) (33,88) 548,89 33,38 455,87
Total Asset Growth (%) (3,45) (6,02) (5,64) 15,20
Total Liability Growth (%) (3,45) (5,27) (10,33) 5,47
Total Equity Growth (%) 3,45 4,19 17,12 6,00
DESCRIPTION OF THE PROPOSED RIGHTS ISSUE
A. Maximum Amount of the Proposed Share Issuance with Pre-emptive Rights
In connection with the Company's plan to carry out Rights Issue as disclosed in this Disclosure
of Information, the Company intends to issue the maximum of 124,269,948,745 (one hundred
twenty-four billion two hundred sixty-nine million nine hundred forty-eight thousand seven
hundred forty-five) series B shares with a nominal value of IDR 25 (twenty five Rupiah) per
share (“New Shares”) (hereinafter referred to as the “Proposed Rights Issue”). This maximum
amount of shares is indicative and the determination will be further set out in accordance with
applicable laws.
The exercise price of the Proposed Rights Issue will be determined and announced later in the
prospectus of the Proposed Rights Issue. This is with due observance of the prevailing laws
and regulations, including POJK 32/2015 and Rule I-A.
The New Shares that will be issued by the Company shall have the same and equal rights in
respect with all issued and fully paid-up shares of the Company, including the dividend right.
B. Indicative Period of Rights Issue Implementation
The Company intends to carry out a capital increase by granting Pre-emptive Rights after
obtaining an effective statement from the OJK, which based on the provision of Article 8
12
Page 14
paragraph (3) of POJK 32/2015, the period between the date of approval of the EGMS to the
date of the effective statement from OJK does not exceed 12 (twelve) months. The Company
plans to carry out the capital increase within that period while still taking into account the
provisions regarding the period between the appraisal date and the date of share deposit in the
form other than money as described above.
C. Analysis on the Effect of Capital Increase on the Company’s Financial Performance and
Shareholders
The Company estimates that the Proposed Rights Issue to the Company’s shareholders will
have a positive impact on the Company’s financial condition, including optimizing the asset
management which brings a positive impact on the Company’s operational activities, improving
the Company's equity, developing the Company’s business and ultimately such Rights Issue
as a whole will provide added value to the Company’s shareholders.
Through this Rights Issue, the Company has high expectations from the shareholders to
exercise the HMETD owned by the shareholders.
Based on the analysis of the impact of the in-kind contribution on equity, there is an
improvement as of 30 Juni 2025 of negative USD248,992,519 (two hundred forty-eight million
nine hundred ninety-two thousand five hundred nineteen United States Dollars) to
USD102,865,369 (one hundred two million eight hundred sixty-five thousand three hundred
sixty nine United States Dollars) for the in-kind contribution of API’s Asset to the Company.
Proposed use of proceeds from the capital increase for capability development and aircraft
maintenance operations
The implementation of Rights Issue will have a direct impact in the form of an increase in the
Company’s fixed assets in the amount of at least IDR 5,664,912,000,000 (five trillion six
hundred sixty four billion nine hundred twelve million Rupiah) or equivalent to USD 351,857,888
(three hundred fifty one million eight hundred fifty seven thousand eight hundred eighty-eight
United States Dollars) originating from non-cash capital participation in the form of API’s Asset.
Apart from the fixed assets, the implementation of this Rights Issue will also have an impact on
improving the Company’s cash and cash equivalents position by the participation of other
shareholders.
The effect of the capital increase on the company’s financial performance with reference to
the accounts in the affected financial statements and financial ratios is as follows:
1. an increase in equity in the amount of USD 351,857,888 (three hundred fifty one million
eight hundred fifty seven thousand eight hundred eighty eight United States Dollars) to the
Company’s total equity; and
2. an addition of fixed assets by way of in-kind contribution based on the valuation, amounting
to IDR 5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred twelve
million Rupiah) or equivalent to USD 351,857,888 (three hundred fifty one million eight
hundred fifty-seven thousand eight hundred eighty eight United States Dollars)
Impacted financial ratios such as current ratio from 87.91% (eighty seven point nine one
percent) to 90.69% (ninety point six nine percent), return on assets (ROA) from 2.14% (two
point one four percent) to 1.20% (one point twenty percent), return on equity (ROE) from -
3.52% (negative three point five two percent) to 8.52% (eight point five two percent), and return
on investment (ROI) from 7.11% (seven point one one percent) to 3.98% (three point nine
eight percent).
The impact of the implementation of Rights Issue on the Company's shareholders who do not
exercise their HMETD is dilution of the percentage of share ownership in the Company in a
maximum amount of 76.79% (seventy six point seven nine percent) if all of the HMETD issued
by the Company are exercised by the entitled HMETD holders.
D. General Estimation of The Use of Proceeds
13
Page 15
A general estimation of the use of proceeds obtained from Rights Issue after deducted by
emission fees is as follows:
1. The acquisition of the API’s Asset by the Company, carried out through a non-cash
capital contribution (in-kind contribution) by API to the Company of the API’s Asset in
the Rights Issue, which will be used to ensure the continuity of the Company’s
operational activities and to improve the Company’s equity.
2. The remaining amount will be used by the Company as working capital to support the
Company’s business activities including the fulfillment of basic operational needs to
ensure maintenance and quality of work in accordance with applicable authority
standards. The operational costs include the purchase of raw materials, service
improvement, and ensuring the continuity of the Company’s operations.
Final information in relation to the use of proceeds will be disclosed in the prospectus that will
be issued with respect to the Rights Issue which will be provided to shareholders in due time,
in accordance with applicable laws and regulations.
E. Form of Capital Injection
The capital injection through the exercise of HMETD will be carried out through the following
mechanism:
1. Considering that API is not a shareholder of the Company, GIAA, as a shareholder of
the Company, will transfer all of its HMETD under the Proposed Rights Issue to API by
entering into a sale and purchase agreement for the HMETD between GIAA as the
seller and API as the buyer (“HMETD Sale and Purchase Agreement”).
2. In addition to entering into the HMETD Sale and Purchase Agreement with GIAA, API
will also enter into a capital contribution agreement with the Company, pursuant to
which API will make a capital contribution to the Company in a form other than cash,
namely the API’s Asset.
3. Upon API’s receipt of the HMETD purchased from GIAA under the HMETD Sale and
Purchase Agreement, API will exercise all of its HMETD by way of an in-kind
contribution of the API’s Assets as payment for the new shares to be issued by the
Company to API in connection with this Rights Issue.
For the purposes of this Disclosure of Information, the above Proposed In-kind
Contribution is based on the Audited Consolidated Financial Statements for the period
ended on 30 June 2025.
4. The portion of the HMETD exercised by the public shareholders will be remitted to the
Company in cash.
INFORMATION ON THE PROPOSED IN-KIND CONTRIBUTION THAT WILL BE CARRIED OUT
BY API IN THE PROPOSED RIGHTS ISSUE
A. Background
Referring to the financial restructuring program by GIAA, which includes, among other things,
an equity improvement plan for the entire GIAA business group, the Company's equity
improvement program can be carried out by increasing capital participation in forms other than
money through the in-kind contribution of API’s Asset by API to the Company.
In the Proposed Rights Issue, API will carry out a non-cash capital participation in the form of
in-kind contribution to the Company by referring to the provisions stipulated in the POJK
32/2015.
14
Page 16
B. Information on the Proposed In-kind Contribution to be Implemented in the Proposed
Rights Issue
1. Date of Transaction
The Proposed In-kind Contribution by API will be carried out at the completion of the
payment of the HMETD subscribed by API by way of execution of the deed of in-kind
contribution by the Company and API.
2. Object of Transaction
The object of the Proposed In-kind Contribution is the API’s Asset.
3. Value of Transaction
The contribution of the API’s Asset into the Company to be carried out in connection
with the Proposed Rights Issue, for the purposes of this Disclosure of Information, is
made by reference to the Asset Valuation Report by KJPP Ruky, Safrudin & Rekan,
with a valuation result of IDR 5,664,912,000,000 (five trillion six hundred sixty four
billion nine hundred twelve million Rupiah) as of 30 June 2025, and uses the date of
the Audited Consolidated Financial Statements for the period ended on 30 June 2025,
which were audited by the Public Accounting Firm Purwanto, Susanti & Surja (a
member firm of the Ernst & Young global network).
4. Parties Involved and Nature of Affiliate Relationship
The Proposed In-kind Contribution will be carried out by the Company and API.
Brief History of API
API, established under the name Perusahaan Perseroan (Persero) PT Angkasa Pura
II abbreviated as PT (Persero) Angkasa Pura II, a limited liability company established
under the laws of the Republic of Indonesia and domiciled in Tangerang City, Banten
Province, was established pursuant to Deed of Establishment No. 3 dated 2 January
1993, as amended by Amendment Deed No. 96 dated 19 March 1993, both drawn up
before Muhani Salim, S.H., Notary in Jakarta, as ratified by the Minister of Justice of
the Republic of Indonesia (currently MOL) by virtue of the Decree No. 02-
2471.HT.01.01.TH.93 dated 24 April 1993 and has been recorded in the Registry of
Tangerang District Court No. HT.01.01.80.1995/PN.TNG dated 29 Juni 1995 (“Deed of
Establishment of API”).
API’s articles of association have been amended several times and lastly amended by
the Deed of Shareholders Resolution of Limited Liability Company PT Angkasa Pura
Indonesia concerning Confirmation of Approval of Transfer of Series B Shares of
Limited Liability Company PT Angkasa Pura Indonesia Owned By Limited Liability
Company PT Taman Wisata Borobudur and Amendment to the Articles of Association
of Limited Liability Company PT Angkasa Pura Indonesia No. 6 dated 12 December
2024, drawn up before Nanda Fauz Iwan, S.H., M.Kn., Notary in South Jakarta, which
has been notified to and received by the MOL based on (i) Notification Receipt of the
Amendment of Articles of Association No. AHU-AH.01.03-0221033 dated 12 December
2024; and (ii) Notification Receipt of Changes of Company Data No. AHU-AH.01.09-
0287543 dated 12 December 2024, which both has been registered in the Company
Register at the Ministry of Law under No. AHU-0271114.AH.01.11.Tahun 2024 dated
12 December 2024 (“Deed of API No. 6/2024”).
The Deed of Establishment of API, together with the API’s articles of association as
lastly amended by Deed of API No. 6/2024, and all amendments thereof from time to
time are hereinafter referred to as the “API’s Articles of Association”.
15
Page 17
Business Activities of API
Based on API’s Articles of Association, the purpose and objective of API is to conduct
business in the field of airport services, as well as to optimize the utilization of resources
owned by API to produce high-quality and highly competitive goods and/or services in
order to obtain/pursue profits to increase the value of API by applying the principles of
a limited liability company.
To achieve these objectives and goals, API may carry out its main business activities,
namely transportation and warehousing, with the classification of airport activities.
In addition to its main business activities, API may carry out the following supporting
business activities:
a. Agriculture, forestry, and fisheries, with the following classifications:
i. hybrid rice farming;
ii. horticultural fruit farming;
iii. horticultural vegetable-fruit farming; and
iv. horticultural tuber-vegetable farming.
b. Manufacturing industry, with the following classifications:
i. smart card industry;
ii. other communication equipment industry; and
iii. aircraft reparation.
c. Electricity, gas, steam/hot water, and cool air supply, with the following
classifications:
i. electricity generation;
ii. electricity transmission;
iii. electricity distribution;
iv. electricity sales;
v. integrated distribution and sales of electricity in one business unit; and
vi. other electricity support activities.
d. Water treatment, wastewater treatment, waste material treatment and
recovery, and remediation activities, with the following classifications:
i. storage, purification, and distribution of drinking water;
ii. collection, purification, and distribution of drinking water;
iii. treatment and disposal of non-hazardous wastewater;
iv. collection of non-hazardous waste and garbage;
v. collection of hazardous waste;
16
Page 18
vi. treatment and disposal of non-hazardous waste and garbage;
vii. production of organic waste compost; and
viii. treatment and disposal of hazardous waste.
e. Construction, with the following classifications:
i. shopping center construction;
ii. lodging building construction;
iii. other building construction;
iv. civil construction of roads;
v. civil construction of clean water processing facilities;
vi. civil electrical construction;
vii. telecommunication center construction;
viii. land preparation;
ix. electrical installation;
x. electronic installation;
xi. mechanical installation; and
xii. water pipeline (plumbing) installation.
f. Wholesale and retail trade, repair and maintenance of cars and motorcycles,
with the classification of wholesale trade of solid, liquid, and gas fuels and its
related products (Yang Berhubungan Dengan Itu (YBDI)).
g. Transportation and warehousing, with the following classifications:
i. warehousing and storage;
ii. bonded warehousing activities or bonded zone areas;
iii. cargo handling (loading and unloading of goods);
iv. off-street parking activities;
v. multimodal transportation; and
vi. special bus transportation.
h. Accommodation provision and food and beverage services, with the following
classifications:
i. star-rated hotels;
ii. apartment hotels;
iii. restaurants; and
iv. bars.
17
Page 19
i. Information and communication, with the following classifications:
i. wired telecommunication activities;
ii. special telecommunication activities for own use;
iii. other value-added telephone services;
iv. internet service provider; and
v. other information service activities not elsewhere classified (Yang
Tidak Dapat Diklasifikasikan Di Tempat Lain (YTDL)).
j. Financial and insurance activities, with the classification of foreign currency
exchange activities (money changer).
k. Real estate, with the following classifications:
i. real estate owned or leased; and
ii. industrial estates.
l. Head office activities.
m. Professional, scientific, and technical activities, with the following
classifications:
i. transportation consultancy activities;
ii. other management consultancy activities;
iii. advertising; and
iv. market research.
n. Rental and leasing without option rights, employment, travel agency, and other
business support activities, with the following classifications:
i. travel agency activities; and
ii. general building cleaning activities.
o. Education, with the following classifications:
i. other private education; and
ii. education support activities.
p. Human health and social activities, with the following classifications:
i. other hospital activities; and
ii. private clinic activities.
q. Arts, entertainment, and recreation, with the classification of entertainment,
arts, and other creative activities.
r. Urban rail transport.
18
Page 20
s. Call center activities.
t. Other sports facility management.
Capital Structure and Shareholding Composition
Based on the Deed of API No. 6/2024, API’s capital structure and shareholding
composition are as follows:
Nominal Value of (i) IDR 1,000,000 per
Series A Dwiwarna Share dan (ii) IDR
%
Description 1,000,000 per Series B Share
Number of Total Nominal Value
Shares (in Rupiah)
Authorized Capital
Series A Dwiwarna 2 2,000,000 -
Series B 63,886,606 63,886,606,000,000 -
Amount of Authorized Capital 63,886,608 63,886,608,000,000
Issued and Paid-up Capital
Series A Dwiwarna
1. Republic of Indonesia 2 2,000,000 0.01
Series B
1. PT Aviasi Pariwisata Indonesia 25,251,251 25,251,251,000,000 99.99
Total Issued and Paid-up Capital
Series A Dwiwarna 2 2,000,000 0.01
Series B 25,251,251 25,251,251,000,000 99.99
Total Amount of Issued and Paid- 25,251,253 25,251,253,000,000
up Capital
Shares in Portfolio
Series A Dwiwarna - - -
Series B 38,635,355 38,635,355,000,000 -
Amount of Shares in Portfolio 38,635,355 38,635,355,000,000 -
API’s Board of Directors and Board of Commissioners
Based on Deed of Statement of Resolutions of the Minister of State-Owned Enterprises
and the President Director of the Perusahaan Perseroan (Persero) PT Aviasi Pariwisata
Indonesia as the Shareholders of the Limited Liability Company PT Angkasa Pura
Indonesia regarding the Dismissal, Change of Position Nomenclature, Reassignment
of Duties, and Appointment of Members of the Board of Directors of the Limited Liability
Company PT Angkasa Pura Indonesia No. 9 dated 27 May 2025, drawn up before
Nanda Fauz Iwan, S.H., M.Kn., Notary in South Jakarta, which has been notified to and
received by the MOL based on Notification Receipt of Changes of Company Data No.
AHU-AH.01.09-0272788 dated 28 May 2025, and has been registered in the Company
Register at the Ministry of Law under No. AHU-0118159.AH.01.11.Tahun 2025 dated
28 May 2025 juncto Deed of Statement of Decision of the Minister of State-Owned
Enterprises and the President Director of the Perusahaan Perseroan (Persero) PT
Aviasi Pariwisata Indonesia as the Shareholders of the Limited Liability Company PT
Angkasa Pura Indonesia concerning the Dismissal and Appointment of Members of the
Board of Commissioners of the Limited Liability Company PT Angkasa Pura Indonesia
No. 16 dated 30 July 2025, drawn up before Nanda Fauz Iwan, S.H., M.Kn., Notary in
South Jakarta, which has been notified to and received by the MOL based on
Notification Receipt of Changes of Company Data No. AHU-AH.01.09-0318254 dated
30 July 2025, and has been registered in the Company Register at the Ministry of Law
under No. AHU-0173603.AH.01.11.Tahun 2025 dated 30 July 2025, as of the date of
this Disclosure of Information, the composition of the members of the Board of Directors
and Board of Commissioners of API is as follows:
Board of Directors
President Director : Mohammad Rizal Pahlevi
19
Page 21
Vice President Director : Achmad Syahir
Director of Strategy & Technology Development : Ferry Kusnowo
Director of Finance and Risk Management : Yanindya Bayu Wirawan
Director of Commercial : Veri Setiady
Director of Human Capital : Adi Nugroho
Director of Operation : Agus Haryadi
Director of Engineering : Ristiyanto Eko Wibowo
Board of Commissioners
President Commissioner : Antoni Arif Priadi
Commissioner : Erwan Agus Purwanto
Commissioner : Dita Indah Sari
Commissioner : Elly Engelbert Lasut
Independent Commissioner : Djamaluddin
Independent Commissioner : Abdul Muis
Independent Commissioner : Imelda Sari
Independent Commissioner : Eva Yuliana
Independent Commissioner : Yunus Nusi
Nature of Affiliate Relationship
The Company and API have an Affiliated relationship in the form of entities that are
both indirectly controlled by the Republic of Indonesia.
Upon the completion of the Proposed Transaction, (i) API will hold the largest
percentage of share ownership in the Company, and (ii) GIAA’s shareholding in the
Company will be diluted. Nevertheless, the implementation of the Proposed
Transaction will not result in any change of control over the Company.
In this regard, based on:
1. information obtained by the Company from API, upon completion of the Proposed
Transaction, API will not (i) control the Company, (ii) consolidate the Company’s
financial statements into the financial statements of API, and (iii) appoint any
representative to the composition of the Board of Directors and Board of
Commissioners; and
2. information obtained by the Company from GIAA, upon completion of the Proposed
Transaction, GIAA will remain to (i) have control over the Company, (ii) consolidate
the Company’s financial statements into the financial statements of GIAA, and (iii)
be able to appoint the members of the Board of Directors and Board of
Commissioners of the Company.
Upon the completion of the Proposed Transaction, there will be no change of control
over the Company, as referred to in POJK 9/2018.
C. Explanation, Considerations, and Reasons for Carrying Out the Transaction Compared
to a Similar Transaction Not Conducted with an Affiliated Party
In order to improve and develop the Company's business for the improvement of the equity
position, and as part of the restructuring of the GIAA group, the Company will implement the
Proposed Rights Issue whereby API will participate in an in-kind contribution to the Company
through the contribution of API’s Asset. The Company will have an increase in fixed assets of
at least IDR 5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred twelve
million Rupiah) or equivalent to USD 351,857,888 (three hundred fifty one million eight hundred
fifty seven thousand eight hundred eighty eight United States Dollars).
Based on the above, the Company estimates that the Proposed Transaction for the Company’s
shareholders will have a positive impact on the Company’s financial condition, including
20
Page 22
optimization of asset management that can have a positive impact on the Company’s
operational activities, improvement of the Company’s equity, development of the Company’s
business, and ultimately will provide an added value for the Company’s shareholders.
In addition, the obtainment of API’s Asset provides certainty of ownership over strategic assets
that were previously leased, which in turn creates room for the realization of the Company’s
acceleration program for developing new facilities and businesses. This increase in capacity
will drive the expansion of value-added maintenance, repair, and overhaul (“MRO”) services,
as well as the enhancement of operational capacity and capabilities, ultimately leading to
improved operational efficiency and service quality for customers.
As a form of compliance with the principles of good corporate governance and the prevailing
laws and regulations, the implementation of the Proposed Transaction will be carried out after
obtaining approval from the Company’s shareholders through the mechanism of EGMS.
D. Benefits of the Transaction to the Company
Benefits of the Proposed Transaction to the Company are as follows:
1. the Company will strengthen its equity condition through an increase in fixed assets by
means of the in-kind contribution of API’s Asset;
2. the Company will gain flexibility in the use, development, and management of more
strategic land to support business activities;
3. the Company will be able to optimize land utilization to support the expansion of MRO
facilities, including the construction of new hangars, Landing Gear facilities, and an
Engine Shop; and
4. there will be cost savings from the reduction of rental and concession expenses for
API’s Asset, which previously were borne by the Company, while at the same time
enhancing fiscal space for the strengthening of working capital.
Furthermore, with the receipt of a non-cash capital contribution in the form of the API Assets,
the Company obtains certainty of ownership over strategic assets that were previously held
only under lease. This certainty provides a solid foundation for accelerating the growth of the
MRO business, both through the expansion of Airframe capacity and the development of
Landing Gear and Engine maintenance lines, in collaboration with strategic partners. This
initiative not only strengthens the Company’s ability to deliver improved services to customers,
but is also expected to enhance competitiveness and restore investor and market confidence.
In implementing the Proposed Transaction, the Company ensures that the process is carried
out in line with the principle of disclosure of information, so that all shareholders have equal
opportunities to participate.
If implemented successfully, the Proposed Transaction will not only provide financial added
value to the Company but also strengthen the national aviation ecosystem. Enhanced asset
certainty, operational efficiency, and facility expansion will place Indonesia in a stronger position
as an aircraft maintenance hub in Southeast Asia, while also increasing the attractiveness of
national investment and tourism.
In the context of the Proposed Transaction, the Company has ensured that the implementation
of the Rights Issue is conducted in accordance with the principle of disclosure of information
to all shareholders, thereby ensuring that each shareholder has equal opportunity to
participate.
E. Compliance with Applicable Capital Market Provisions
1. Based on the provision of Article 8 paragraph (1) of the POJK 32/2015, the
implementation of Rights Issue can be carried out after:
21
Page 23
a. the Company obtained approval from the EGMS with respect to the Rights
Issue;
b. the Company submits a registration statement for Rights Issue along with its
supporting documents to the OJK; and
c. the Company's registration statement that will be submitted to the OJK in
relation to the Rights Issue is declared effective by OJK .
In relation to the Proposed In-kind Contribution, the period between the date of the
appraisal report and the date of share deposit shall not exceed 6 (six) months.
2. Based on the provision of Article 9 paragraph (2) of the POJK 32/2015, the Proposed
In-kind Contribution must fulfill the following provisions:
a. directly related to the use of proceeds; and
b. use an appraiser to determine the fair value of the forms other than money
used as deposit and the fairness of the deposit transaction for shares in the
forms other than money.
Furthermore, the implementation of the Proposed In-kind Contribution is subject to the
approvals required to be obtained by API, namely internal corporate approvals as well
as approvals from the creditors of API, as applicable.
3. The Proposed Transaction meets the criteria of an Affiliated Transaction, but is not a
Conflict of Interest Transaction and does not result in the disruption of the Company’s
business continuity. The Affiliated relationship between the Company and API are
entities that are both indirectly controlled by the Republic of Indonesia.
Pursuant to Article 33 letter a of POJK 17/2020, in the event that a Material Transaction
also constitutes an Affiliated Transaction, the Company is only required to comply with
the obligations applicable to Material Transactions as stipulated under POJK 17/2020.
In relation to the Proposed Rights Issue, pursuant to Article 33 letter c of POJK 17/2020,
in the event that a Material Transaction constitutes a capital increase, the Company is
only required to comply with the provisions of POJK 32/2015. Considering that the
Proposed Rights Issue will be carried out through a public offering, the obligation to
comply with the provisions on Material Transactions under POJK 17/2020 shall be
exempted, and its implementation will instead be subject to POJK 32/2015, which
governs the procedures for the implementation of Pre-emptive Rights.
Furthermore, the Proposed In-kind Contribution constitutes a Material Transaction for
the Company, which currently has negative equity as the value of the in-kind
contribution object, which amounting to IDR 5,664,912,000,000 (five trillion six hundred
sixty four billion nine hundred twelve million Rupiah), exceeds 10% (ten percent) of the
Company’s total assets as of 30 June 2025, in this matter is 86% (eighty six percent)
of the Company’s total assets.
In accordance with Article 11 letter j of POJK 17/2020, the Company is not required to
(i) engage an appraiser to determine the fair value of the Proposed In-kind Contribution
as referred to in Article 6 paragraph (1) letter a of POJK 17/2020, and (ii) obtain the
approval of the GMS as referred to in Article 6 paragraph (1) letter d of POJK 17/2020,
since the Proposed In-kind Contribution constitutes a restructuring transaction carried
out by a listed company (in this case, the Company) that is directly or indirectly
controlled by the Government of the Republic of Indonesia, whereby such restructuring
has been supported by the Letter of the Ministry of State-Owned Enterprises of the
Republic of Indonesia No. S-373/MBU/06/2025 dated 23 June 2025 concerning
Approval of the Restructuring for the purpose of the Recovery of PT Garuda Indonesia
22
Page 24
(Persero) Tbk. Nevertheless, the Company still obtains the appraisal report from the
KJPP to conduct an assessment to the API’s Asset and the fairness of the deposit
transaction to fulfil the provisions of POJK 32/2015.
SUMMARY OF INDEPENDENT PARTY’S OPINION
A. Summary of API’s Asset Appraisal
The Company has appointed KJPP Ruky, Safrudin & Rekan (“RSR”), in accordance with the
Work Agreement Letter No. RSR/P-AB/FASVFO/110825.03 dated 11 Agustus 2025 as an
independent appraiser to carry out the appraisal of API’s Asset.
RSR is an authorized KJPP with a KJPP Business License from the Minister of Finance of the
Republic of Indonesia No. 2.11.0095 and Decree of the Minister of Finance No. 917/KM.1/2014
dated 10 December 2014, with Yuyu Wahyudin as the person in charge, holding Public
Appraiser License No. P-1.08.00046 and registered as a capital market supporting profession
under Capital Market Professional Registration Certificate No. STTD.PP-45/PJ-1/PM.02/2023.
The following is a summary of API’s property appraisal report as outlined in the Appraisal
Report No. 00335/2.0095-01/PI/05/0046/1/IX/2025 dated 15 September 2025 (“Appraisal
Report”). Unless otherwise defined in this Disclosure of Information, the capitalized terms shall
have the same meaning ascribed to them in the Appraisal Report.
1. Object of Appraisal
The object of appraisal consists of ± 972,123 m2 (nine hundred seventy two thousand
one hundred twenty three square meters) that is part of Right to Manage (Hak
Pengelolaan) No. 1/Pajang owned by API. The object of appraisal is located in the
Garuda Maintenance Facility (GMF) Area, Soekarno-Hatta International Airport
Complex, Sub-district Benda, Benda District, Tangerang City, Banten Province (“Object
of Appraisal”).
2. Purpose and Objective
The purpose of this appraisal is to provide a market value opinion for the existing use
of the Appraisal Object, for the purpose of API’s Asset transaction in the context of
capital injection in the form of other than money (in-kind contribution) into the Company
with respect to the Proposed Rights Issue.
3. Inspection Date and Appraisal Date
RSR conducted a physical inspection of the condition of the Appraisal Object on 8
September 2025, and the appraisal date was determined as of 30 June 2025.
4. Assumptions and Limiting Conditions
The assumptions and limiting conditions used in this appraisal are as follows:
a. the asset appraised have no legal issues and the title is valid, free and clear,
marketable, and transferable;
b. in this appraisal, RSR assumes that the copies of documents received by the RSR
and relating to the object of appraisal are true and correct;
c. the site identification made by the Assignor and/or its representative namely Ms.
Putri as the RSR Company’s staff is assumed to be the correct object of appraisal,
and it is not the RSR’s responsibility if the asset shown to the RSR differ from, or
23
Page 25
are not, the asset intended under the scope of the engagement or from the copies
of documents received by RSR.
d. for land valuations, the Appraiser uses the area stated in the copy of the land
certificate or other ownership documents, which the RSR assumes to be correct;
e. if the Assignor fails to provide accurate data and information regarding the object
of appraisal, including incorrect site identification (including by the Assignor’s
assigned/representative personnel), the Appraiser is released from responsibility
for any inaccurate valuation results arising from such errors. (KEPI 5.8 point b.2);
f. in this appraisal, the Value Opinion on the Company’s asset is inseparable. RSR
is not responsible if, in the future, the use of part of the analysis and information
without considering the entire information and analysis to a misleading view;
g. information provided by other parties to the Appraiser, as cited in the appraisal
report, is considered reasonable and reliable, however, the Appraiser is not
responsible if such information ultimately proves inconsistent with the facts.
Information stated without a cited source constitutes the RSR’s own review of
available data, examination of documents, or information obtained from competent
authorities. The responsibility to verify such information rests entirely with the
Assignor;
h. unless otherwise required by applicable laws and regulations, this appraisal and
the Appraisal Report are confidential and addressed solely to the intended
Assignor and its professional advisers, and are provided only for the purposes set
out in the Appraisal Report. RSR is not responsible to any party other than the
Assignor. Any other party using this report are responsible for all risks arising from
it;
i. the value(s) stated in the Appraisal Report, as well as any other value within the
report that forms part of the appraised asset, apply only for the stated valuation
purpose(s). The value(s) in this Appraisal Report may not be used for any other
appraisal purpose that could result in errors;
j. all evidence of ownership, legality, and permits relied upon are based on
information and data provided by the Assignor;
k. unusual hidden conditions affecting the asset that could have a negative impact
on value are outside RSR’s responsibility, as they fall within the scope of work of
other experts;
l. the Appraiser is released from any and all claims and liabilities arising from use of
this report that is not in accordance with the stated purpose and intent of the report;
m. it is not RSR’s responsibility to address any matters relating to the legal status of
title or other agreements not disclosed to the Appraiser; the Appraiser assumes
the asset is under lawful ownership and use, and that there are no other
agreements encumbering the asset;
n. RSR has no present or future interest in the asset appraised, and the Appraiser’s
engagement to conduct this appraisal is not contingent upon the value reported;
o. the Appraiser is not responsible to parties other than those specified in the
engagement letter and the appraisal report;
24
Page 26
p. any person receiving this report or a copy thereof has no right to publish or use it
for any purpose without the consent of the appraiser or the owner, except that the
owner may do so;
q. RSR has the right and not obliged to revise and rectify the contents of this
Appraisal Report if data or information is obtained after the report’s completion;
r. RSR emphasizes that this report is not generally applicable, but is specific to the
users of the report listed in this Appraisal Report. RSR is not responsible to other
parties who use this Appraisal Report, either in part or in whole, or as a reference
for inclusion in any document, statement, circular, or for communication to any
other party, without prior written consent from RSR regarding the form and context
in which it will appear;
s. that the Company shall indemnify and hold harmless RSR from and against any
and all claims, liabilities, costs and expenses (including but not limited to legal fees
and time spent) directed at, paid to, or incurred by RSR at any time and in any
manner arising in connection with the issuance of the Appraisal Report on the
asset in question, if the data provided by the Company is inaccurate; and
t. this Appraisal Report shall be deemed valid only if it bears the RSR’s seal or stamp
and is signed by the licensed appraiser whose name appears above
5. Assumptions
a. This appraisal has been prepared using the Financial Projections as provided by
the Company’s management, whose underlying assumptions have been adjusted
by the Appraiser and approved by the Company’s management (the “Adjusted
Financial Projections”), therefore better reflect the fairness of the projections with
its achievable capabilities.
b. In this appraisal, RSR understands that the subject asset is land held under a Right
to Manage (Hak Pengelolaan Lahan / HPL), however, for the appraisal purpose
and based on information from the assignor, the land status is assumed to be a
clean Right to Build (Hak Guna Bangunan / HGB) or equivalent to freehold whereby
the assignor and landowner will later submit an application to release the rights;
and
c. RSR understands there is a discrepancy between the area stated on the certificate,
i.e., 12,910,095 m² (twelve million nine hundred ten thousand ninety five square
meters), and the area used in this appraisal, i.e., 972,123 m² (nine hundred seventy
two thousand one hundred twenty three square meters). The area was obtained
based on information from the assignor, which at the time this report was prepared
did not yet have a new area measurement based on the process of separation or
issuance of a new certificate. If in the future there is a difference in area due to the
issuance of a new certificate, this report will no longer be valid and RSR
recommends that a review/reassessment be conducted. In addition, if the HGB for
the land in question has not been issued, the value stated in this report may not be
used as a basis for transactions.
6. Assessment Approach and Methods
25
Page 27
The Income approach was applied to determine the Property’s Market Value using the
residual method. The appraisal was performed on the subject, which forms part of a
single integrated property, by capitalizing the income generated by the land, buildings,
and machinery and equipment components, then deducting the net operating income
from other components that are not subject to assessment to obtain the specific income
on the assessed object.
In RSR’s view, this approach is the most appropriate given the characteristics of the
asset, where there is insufficient market data that is comparable and commensurate
with the object of appraisal to be used as a basis for comparison.
7. Conclusion
Based on the above appraisal approaches and methods, and having considered all
relevant data and information, analyses performed, and various factors affecting the
property’s market value, RSR is of the opinion that the amount of IDR
5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred
twelve million Rupiah) represents the market value for the existing use of the API’s
Asset, in accordance with the Object of Appraisal stated above, as of 30 June 2025.
B. Summary of the Fairness of the Proposed In-kind Contribution
Company has appointed RSR, in accordance with Purchase Order No. 820004181 dated 9
September 2025 as an independent auditor to provide a fairness opinion on the Proposed
Transaction.
RSR is a licensed KJPP holding Business License No. 2.11.0095 issued by the Minister of
Finance of the Republic of Indonesia pursuant to Decree No. 1131/KM.1/2011 dated 14
October 2011, with Rudi M. Safrudin, MAPPI (Cert.), as the person in charge, holding Public
Appraiser License No. B-1.10.00269, and registered as a capital market supporting profession
under Capital Market Professional Registration Certificate No. STTD.PB-23/PJ-1/PM.02/2023.
The following is a summary of the fairness opinion report on the Proposed Transaction as set
out in Report No. 00066/2.0095-00/BS/05/0269/1/IX/2025 dated 17 September 2025
(“Fairness Opinion Report”). Unless otherwise defined in this Disclosure of Information,
capitalized terms shall have the same meanings ascribed to them in the Fairness Opinion
Report.
1. Parties to the Transaction
a. The Company
Line of Business : Aircraft maintenance
Address : 2nd Floor, South Lobby, Hangar 4 PT Garuda
Maintenance Facility Aero Asia Tbk. Area
Perkantoran Bandar Udara Internasional Soekarno-
Hatta. Tangerang 15125.
b. API
Line of Business : Airport services and airport-related services
Address : InJourney Airports Center (IAC), Bandar Udara
Internasional Soekarno-Hatta PO BOX 1004,
Tangerang 15111.
API is an entity that is jointly controlled with the Company which therefore there is an
affiliate relationship between API and the Company.
26
Page 28
2. Object of Transaction
The object of analysis is the Company’s plan to accept the transfer of assets from API
for capital injection in the form other than money (in-kind contribution) to the Company
in connection with the Proposed Rights Issue.
The object of the Proposed In-kind Contribution is the API’s Asset.
3. Date of Fairness Opinion
The date of fairness opinion in this assignment is as of 30 June 2025.
4. Purpose and Objective of Providing Fairness Opinion
The purpose of this assignment is to provide an opinion on the fairness of the
Company’s plan to receive an asset transfer from API by way of an in-kind contribution
to the Company in connection with the Proposed Rights Issue.
The purpose of providing this fairness opinion is for the benefit of the capital market
related to the fulfillment of POJK 32/2015. The fairness opinion is not used outside the
context or purpose of the fairness opinion.
5. OJK Nature of the Proposed Transaction and Relevance to the OJK Regulation
The Proposed In-kind Contribution amounting to IDR 5,664,912,000,000 (five trillion six
hundred sixty four billion nine hundred twelve million Rupiah) or equivalent to 86%
(eighty six percent) of the Company’s total assets as of 30 June 2025, thus the
transaction value exceeds 10% (ten percent) of the Company’s total assets, hence the
transaction is categorized as a Material Transaction as stated in Article 3 paragraph (3)
of the POJK 17/2020.
Furthermore, the Company and API are affiliated companies; therefore, the transaction
is categorized as an Affiliated Transaction as regulated under POJK 42/2020.
Based on management’s information, such Affiliated Transaction does not have a
conflict of interest because there is no difference between the economic interests of the
Company and the personal economic interests of members of the Board of Directors,
members of the Board of Commissioners, and principal shareholders of the Company
which may harm the Company.
6. Assumptions and Limiting Conditions
a. The Fairness Opinion is a non-disclaimer opinion. RSR has reviewed the
documents used in preparing the fairness opinion, and the data and
information obtained came from both the Company’s management and other
sources deemed reliable as to their accuracy.
b. The Fairness Opinion has been prepared using Incremental Financial
Projections provided by the Company’s management, reflecting the fairness of
the projections and the ability to achieve them (fiduciary duty).
c. The Fairness Opinion is prepared on the basis of the integrity of information
and data. In preparing this Fairness Opinion, RSR relied on and based its work
on data and information provided by the Company’s management which,
based on the essence of fairness, are presumed to be true, complete, reliable,
and not misleading.
d. RSR did not perform an audit or detailed due diligence of the explanations or
data provided by the Company’s management, whether oral or written.
Accordingly, RSR makes no representation or warranty and assumes no
27
Page 29
responsibility as to the truth or completeness of such information or
explanations.
7. Methodology of the Transaction Fairness Analysis
In conducting the fairness analysis of the Proposed Transaction, we use the analysis
method in the form of (i) transaction analysis, (ii) qualitative and quantitative analysis
of the Proposed Transaction, and (iii) analysis of the fairness of the transaction value.
a. Transaction Analysis
i. The parties involved in the transaction plan are the Company and API, and
the object to be transacted is the in-kind contribution of API’s Asset as a
capital contribution in a form other than cash to the Company.
ii. This transaction constitutes a Material Transaction and an Affiliated
Transaction carried out for the purpose of a restructuring intended to
improve or maintain the Company’s business continuity.
iii. This transaction has no conflict of interest because there is no difference
between the economic interests of the Company and the personal
economic interests of members of the Board of Directors, members of the
Board of Commissioners, and principal shareholders of the Company
which may harm the Company.
b. Qualitative and Quantitative Analysis
Qualitative Analysis
i. MRO industry projections indicate a positive growth trend over 2024–
2033. Globally, the market size is expected to increase from USD110.6
billion in 2024 to USD137.1 billion in 2033, reflecting a compound annual
growth rate (CAGR) of 2.42% (two point four two percent), driven by
growth in the number of operating aircraft, fleet’s lifespan, and the ongoing
need for maintenance of aircraft engines, components, and structure.
Although domestic growth is relatively lower than the Asia Pacific and
global averages, Indonesia’s MRO market remains significant, especially
with the increase in the national fleet and opportunities to attract
international demand given Indonesia’s geographical advantages, which
can be strengthened through capacity upgrades, infrastructure
development, and collaboration with global partners.
ii. The aviation industry will face pressure from high operating costs,
exchange rate fluctuations, increases in aviation fuel (avtur) prices, and
supply chain disruptions affecting aircraft parts availability.
Notwithstanding these challenges, the global MRO industry still has
substantial opportunities. As a leading national MRO with a global
reputation, the Company is well positioned to capture these opportunities.
Building on the positive momentum from its 2024 performance, the
Company will focus on strengthening its core business and driving
diversified growth under the theme “Strengthen Core and Drive Diversified
Growth”.
iii. The expected benefits for the Company from implementing the Proposed
Transaction are an increases in fixed assets through in-kind contribution
and savings in lease expenses, which are expected to support the
optimization of business development activities while improving the
Company’s financial performance.
Quantitative Analysis
28
Page 30
i. With the implementation of the Company’s Proposed Transaction, the
Company’s revenue is projected to increase, whereby at the end of the
projection period, in 2030, with the implementation of the Company’s
Proposed Transaction, the Company’s revenue is projected at USD627.39
billion, and USD579.29 million without implementing the Company’s
Proposed Transaction. The increase in revenue is primarily due to land
optimization in developing new facilities such as Hangar 5 and Hangar 6,
as well as new businesses such as the Landing Gear business and the
Engine Shop business.
ii. With the implementation of the Company’s Proposed Transaction, the
Company’s net income during the period July 2025 – December 2030 is
projected to increase, whereby at the end of the projection period, in 2030,
with the implementation of the Company’s Proposed Transaction, the
Company’s net income is projected at USD66.85 million and, without
implementing the Company’s Proposed Transaction, at USD50.21 million.
With the implementation of the Company’s Proposed Transaction, the
Company’s net profit margin during July 2025 – December 2030 is
projected to increase due to the increase in net income. The Company’s
average net profit margin during July 2025 – December 2030 with the
implementation of the Company’s Proposed Transaction is projected at
8.99% (eight point nine nine percent), increasing compared to without
implementing the Company’s Proposed Transaction at 7.26% (seven point
two six percent).
iii. With the implementation of the Proposed Transaction, the Company’s total
assets during 2025–2030 are projected to increase. At the end of the
projection period, in 2030, compared to without implementing the
Company’s Proposed Transaction, they are projected to increase from
USD621.32 million to USD953.22 million in 2030, primarily driven by
increases in fixed assets and current assets.
iv. With the implementation of the Company’s Proposed Transaction, the
Company’s total liabilities during 2025–2030 are projected to increase. At
the end of the projection period, in 2030, compared to without
implementing the Company’s Proposed Transaction, they are projected
from USD701.55 million to USD735.49 million in 2030, primarily due to
higher contract liabilities and trade payables.
v. With the implementation of the Company’s Proposed Transaction, the
Company’s total equity during 2025–2030 is projected to increase due to
higher retained earnings arising from the increase in the Company’s net
income. With the implementation of the Company’s Proposed Transaction,
the Company’s total equity during 2025–2030 is projected to increase. At
the end of the projection period, in 2030, compared to without
implementing the Company’s Transaction, it is projected from negative
USD80.23 million to USD217.73 million in 2030, resulting from an increase
in retained earnings.
vi. The Company’s ROE is projected to increase from negative 3.52% to
8.52% in connection with the implementation of the Company’s
Transaction, while the Company’s ROA is projected to decrease from
2.14% to 1.20% due to the increase in the Company’s total assets in
connection with the Company’s Proposed Transaction.
c. Fairness Analysis of Transaction Value
i. Analysis of the fairness of the market value of assets with the proposed
transaction value in the transaction is carried out by comparing the market
29
Page 31
value of assets to be in-kind contribution with the value of the Proposed
Transaction. Based on the calculation of the fairness analysis of the
transaction plan value, where the market value of the in-kind contribution’s
asset is the same as the value of the Proposed Transaction, so it is still
within the fairness threshold of +/- 7.5% (seven point five percent) of the
market value.
ii. Analysis of the fairness of the Transaction is also carried out by calculating
the fairness of the difference between the theoretical value of the
transaction and the valuation of the in-kind contribution’s assets. With the
proposed price for the in-kind contribution of the API’s land of IDR
5,664,912,000,000 (five trillion six hundred sixty four billion nine hundred
twelve million Rupiah), and the maximum number of the Company’s
shares after the PMHMETD of 150,864,218,976 (one hundred fifty billion
eight hundred sixty four million two hundred eighteen thousand nine
hundred seventy six) shares, the theoretical Value after the PMHMETD is
amounting to IDR 6,088,089,808,238 (six trillion eighty eight billion eighty
nine million eight hundred eight thousand two hundred thirty eight Rupiah).
The fairness assessment indicates that the difference between the
proposed in-kind contribution price and the theoretical transaction value
remains within the reasonable threshold of ±7.5% (seven point five
percent) of market value.
8. Conclusion of Fairness Opinion
By considering the fairness analysis of the Proposed Transaction, which includes (i)
transaction analysis, (ii) qualitative and quantitative analysis of the Proposed
Transaction, and (iii) analysis of the fairness of the transaction value, RSR is of the
opinion that the Proposed Transaction in the form of the Company’s plan to receive the
transfer of asset from API in the context of capital injection in the form other than money
(in-kind contribution) to the Company in connection with the Proposed Rights Issue is
fair.
INDEPENDENT PARTIES INVOLVED IN THE PROPOSED TRANSACTION
The independent parties involved in the Proposed Transaction are as follows:
1. Public Accounting Firm Purwanto Susanti dan Surja (a member firm of Ernst & Young global
network), as the independent auditor who conducts the audit of the Audited Consolidated
Financial Statements of the Company and its Subsidiaries for the Period Ending on 30 June
2025;
2. KJPP Ruky, Safrudin & Rekan, as an independent KJPP registered with OJK with the following
appraiser qualifications:
a. As an independent appraiser who conducted an assessment of API’s Asset.
b. As an independent appraiser who provides a fairness opinion on the Proposed Material
Transaction and Affiliated Transaction between the Company and API.
3. TnP Law Firm, as a legal consultant who provides legal advice to the Company regarding the
Proposed Transaction;
4. Notary Office of Shanti Indah Lestari, on behalf of Shanti Indah Lestari, S.H., M.Kn. as the
notary who prepares and drafts the deeds of the minutes of the EGMS of the Company and the
agreements in connection with the Proposed Transaction; and
5. PT Datindo Entrycom, as the Share Registrar who carries out the share administration in the
Proposed Rights Issue.
30
Page 32
STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISIONERS
The Board of Directors and Board of Commissioners of the Company recommend all shareholders of
the Company to approve the proposal on the Proposed Transaction as described in this Disclosure of
Information. In providing such recommendation to the shareholders, the Board of Directors and Board
of Commissioners of the Company have considered the benefits and financial impact of the Proposed
Transaction. Therefore, the Board of Directors and the Board of Commissioners believe that the
implementation of the proposal of the Proposed Transaction is the best option at this time for the
Company and all shareholders of the Company.
Subsequently, the Board of Directors and the Board of Commissioners of the Company, whether
individually or collectively, declare that:
1. the Proposed Transaction constitutes an Affiliated Transaction, but does not constitute a conflict
of interest transaction as referred to in POJK 42/2020; and
2. all material information has been disclosed in this Disclosure of Information, and such
information is not misleading.
EGMS
To comply with the provisions of the prevailing laws and regulations, the Proposed Transaction as
described above will seek approval of the Company’s shareholders at the EGMS, namely the
Company’s shareholders whose names are registered in the Company’s Share Registrar on 1 October
2025 at 16.00 Western Indonesian Time and/or the owners of the Company’s shares in the securities
sub-account at KSEI at the close of trading of the Company’s shares on the IDX on 1 October 2025.
The following are important dates in relation to the Company’s EGMS:
Agenda Date
Written Notification to the OJK on the agenda of the EGMS 10 September 2025
Announcement to the Company’s shareholders on the EGMS 17 September 2025
Disclosure of Information on the Rights Issue 17 September 2025
Recording date of the Shareholders Register of the Company 01 October 2025
Invitation of the EGMS 02 October 2025
EGMS 24 October 2025
Announcement of the summary of EGMS 28 October 2025
The Company will seek approval from the EGMS with due observance of the provisions of POJK
15/2020 and POJK 14/2025, to carry out the Rights Issue as described in this Disclosure of Information.
31
Page 33
ADDITIONAL INFORMATION
To obtain information in connection with the Rights Issue, the Company’s shareholders may convey to
the Company, from Monday – Friday on 08.00 – 17.00 WIB at the following address:
PT Garuda Maintenance Facility Aero Asia Tbk
2nd Floor, South Lobby Hanggar 4 PT Garuda Maintenance Facility Aero Asia Tbk
Area Perkantoran Bandar Udara Internasional Soekarno-Hatta
Tangerang 15125, Indonesia
Phone: (021) 550 8737
Fax: (021) 550 10461
Website: www.gmf-aeroasia.co.id
E-mail: corporate.secretary@gmf-aeroasia.co.id
Tangerang, 17 September 2025
Board of Directors
32
Names mentioned 60 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×7
unresolved
org
PT Angkasa Pura Indonesia.
p.2 ×9
unresolved
org
Milik Negara
p.3
unresolved
org
Ministry of Law
p.3 ×7
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Government of the Republic of Indonesia
p.5 ×2
unresolved
org
Ministry of State-Owned Enterprises
p.5 ×2
unresolved
person
Arry Supratno
· Notaris
p.5
unresolved
org
GMF Aero Asia Tbk
p.6 ×8
unresolved
person
Shanti Indah Lestari
· Notaris
p.6 ×8
unresolved
org
PT Datindo Entrycom
p.7 ×2
unresolved
person
Ronny Stewart
p.9
unresolved
org
Rintis
p.9 ×2
unresolved
org
Rianto & Rekan
p.9 ×2
unresolved
person
Ade Setiawan Elimin
p.9 ×4
unresolved
org
KJPP Ruky
p.16 ×3
unresolved
org
Safrudin & Rekan
p.16 ×3
unresolved
person
Muhani Salim
· Notaris
p.16
unresolved
org
Minister of Justice
p.16
unresolved
org
Tangerang District Court
p.16
unresolved
org
PT Angkasa Pura Indonesia Owned By Limited
p.16
unresolved
person
Nanda Fauz Iwan
· Notaris
p.16 ×5
unresolved
org
PT Aviasi Pariwisata Indonesia
p.20 ×3
unresolved
org
Minister of State-Owned Enterprises
p.20 ×2
unresolved
org
KJPP Business License
p.24
unresolved
org
Minister of Finance
p.24 ×3
unresolved
person
Putri
p.24
unresolved
person
Rudi M. Safrudin
p.27
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
8000 ms
12 Sep 2026 22:35
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}