Back to announcement
20250630_INDR_Informasi Transaksi Afiliasi_31909852_lamp2.pdf
Asset transaction Needs review INDRSource file signed link, expires in 15 minutes
Extracted text 4
Page 1
PT. Indo-Rama Synthetics Tbk
Number : IRS/CS-0625/029 30 Juni 2025
Regarding : Transaction with affiliated party
To: Executive Head Capital Market Supervision
Financial Services Authority
Jakarta
We hereby for and on behalf of the company submit Disclosure of Transaction with affiliated party
as given below:
Name of Issuer or Listed Company : PT. Indo-Rama Synthetics Tbk (“IRS”)
Line of Business : Manufacturer of raw materials for the textile and
packaging industry and as holding company
Telephone : +62-21-5261555
Fax : +62-21-5261501
E-mail : corporate@indorama.com
1. Date of Event 30 June 2025
2. Transaction Object Amendment to Shareholder Loan Facility Agreement between IRS
and PT Cikondang Kancana Prima (“CKP”) (“Transaction”)
3. Transaction Value Increasing the maximum loan value given by the IRS to CKP by
Rp 360,000,000,000 (Three Hundred and Sixty Billion Rupiah) so
that the maximum loan limit of Rp240,000,000,000 (two hundred
forty billion Rupiah) becomes Rp 600,000,000,000 (six hundred
billion Rupiah)
4. Name of the Parties Lender : IRS
Borrower : CKP
5. Nature of Affiliation CKP is a subsidiary of the IRS which is 80% owned by the IRS.
Summary of the Appraiser's Report number 00063/2.0176-00/BS/04/0453/1/VI/2025 dated 26 June
2025 regarding the fairness of the Transaction is given below:
Appraiser’s KJPP Ferdinand, Danar, Ichsan dan Rekan (“Appraiser”)
Identity
Appraisal Object Amendment to Shareholder Loan Facility Agreement dated 3 May 2021
between IRS and CKP
Purpose of Provide fairness opinion on the Transaction pursuant to POJK number 42 /
Appraisal POJK.04/2020 (“POJK 42”)
Assumptions and 1. This fairness opinion report is a non-disclaimer opinion.
limiting 2. The Appraiser has reviewed the documents used in the process of
17th Floor, Graha Irama, Jl. H.R. Rasuna Said Blok X-1 Kav. 1-2, Jakarta 12950 Indonesia | T + 62 21 5261555 | www.indorama.com
Page 1 of 4
Page 2
PT. Indo-Rama Synthetics Tbk
conditions preparing the fairness opinion.
3. The data and information obtained are from sources that can be trusted
for their accuracy.
4. Appraiser has used financial projections made by management of the
Parties.
5. Analysis, opinions and conclusions made by the Appraiser, as well as the
Appraisal Report have been prepared in accordance with the provisions
of the Indonesian Appraisal Standard (SPI), the Indonesian Appraisal
Code of Ethics (KEPI), and POJK 35 concerning Guidelines for the
Assessment and Presentation of Business Valuation Reports in the
Capital Market.
6. Appraiser is responsible for the fairness opinion report and the final
opinion conclusion.
7. All disputes in the form of criminal and civil cases (both inside and
outside the court) relating to the object of fairness opinion analysis are
not our responsibility.
8. We want to emphasize that the results of our studies, analyzes and
responsibilities are specifically limited to the aspect of fairness opinion
on the object of the Transaction, apart from other transactions besides the
Transaction, feasibility studies, taxation and legal aspects because these
are outside the scope of the assignment.
9. Changes made by the Government and the private sector relating to the
condition of the object of fairness opinion analysis, in this case market
conditions and so on, are not our responsibility.
10. This fairness opinion report is presented only for the objects and purposes
as stated in the report and cannot be used for other objects and purposes
and we are not responsible if this report is used for other purposes.
11. This fairness opinion report is one of the information to be used as a
rationale for making decisions, but it is not binding and cannot be used
as the basis for determining a decision which has legal consequences,
because this fairness opinion report is solely made based on the study of
scientific disciplines and abilities that we have.
Approach and Proposed Transaction Risk Analysis
method of
Appraisal (a) The risk of default, where this risk is related to the problem of CKP's
ability to meet its obligations for repayment of loans.
(b) The risk of not achieving financial projections, where this risk is related
to the achievement of CKP's financial performance.
Investment Feasibility Analysis
The investment feasibility analysis is carried out to see the feasibility level of
the CKP investment plan using the funds associated with the Transaction. The
17th Floor, Graha Irama, Jl. H.R. Rasuna Said Blok X-1 Kav. 1-2, Jakarta 12950 Indonesia | T + 62 21 5261555 | www.indorama.com
Page 2 of 4
Page 3
PT. Indo-Rama Synthetics Tbk
NPV value in this analysis shows a positive number and the IRR value is
greater than the discount rate, so we are of the opinion that the planned use of
funds for the Transaction is feasible.
Fairness Analysis of Transaction Value
Fairness analysis by comparing the interest rate of the Transaction Plan
Loan with the interest rate of other loans. Based on data on credit loan
interest rates of all banks in Indonesia in Rupiah from the Financial Services
Authority (OJK) as of December 2024, it ranges from 6.00% to 11.98% with
a lower and upper limit of fairness of 5.55% and 12.88%, respectively.
Meanwhile, the interest rate of the Transaction Plan loan is JIBOR + 3%, or
equivalent to 9.92% based on JIBOR for a period of 3 months as of the
assessment date, so it is still within reasonable limits and does not exceed
7.50% of the market data used as a reference, as regulated in POJK 35, so it
is determined as fair.
Incremental Analysis
Incremental Analysis is carried out to see the benefits of the Transaction for
IRS. In this case, the analysis is carried out by comparing the financial
projections of IRS with and without the Transaction. In this analysis, the
implementation of the Transaction will increase the amount of profit before
tax and net income of IRS. This is due to the difference in interest expense,
which is recorded in IRS consolidated profit and loss projection.
Fairness opinion By considering the fairness analysis of the Transaction carried out including
on the Transaction qualitative analysis and quantitative analysis, from an economic and financial
perspective, in our opinion, the Transaction for providing loans by IRS to
CKP is fair.
Other Information
Proforma impact of the The Transaction is not expected to cause any disruption of the business
transaction on the continuity of IRS.
financial condition of the
Public Company, in the
case of a potential
transaction resulting in
disruption of the business
continuity of the Public
Company
Explanation, 1. This Shareholder Loan Facility is part of IRS’s post-acquisition
consideration, and plan for CKP to initiate ore mining and processing to make it a
reasons for conducting productive and operating company so as to provide economic
17th Floor, Graha Irama, Jl. H.R. Rasuna Said Blok X-1 Kav. 1-2, Jakarta 12950 Indonesia | T + 62 21 5261555 | www.indorama.com
Page 3 of 4
Page 4
PT. Indo-Rama Synthetics Tbk
the Affiliated benefits for IRS.
Transaction, compared to
if other transactions of 2. Through the Shareholder Loan Facility to finance pre-operation
the same type are made expenses, overheads, mine development and processing facilities,
that are not carried out it is hoped that CKP can carry out its operational activities well in
with an Affiliated party the coming years, so that this will also provide a good image in the
eyes of investors and the public that IRS and its business groups
can diversify their business well and maintain their productivity,
which has implications for IRS's share price.
3. The Transaction will provide benefits to IRS on a consolidated
basis, where the loans obtained by CKP can be used for pre-
operation expenses, overheads, mine development and processing
facilities, so that with the development of the CKP business it will
make a positive contribution to IRS on a consolidated basis.
Incremental Analysis has been carried out by the Appraiser, to see the
benefits of the Transaction for IRS. In this case, the analysis is carried
out by comparing the financial projections of the IRS with and without
the Transaction. In this analysis, the implementation of the Transaction
will increase the amount of profit before tax and net income of IRS.
This is due to the share of profits from CKP, which is recorded in IRS
consolidated profit and loss projection.
BOARD OF COMMISSIONERS & BOARD OF DIRECTORS DECLARATION
The Board of Directors of the Company hereby declares that the affiliated transactions have gone
through adequate procedures to ensure that the Affiliated Transactions are carried out in accordance
with generally accepted business practices.
The Board of Commissioners and Board of Directors of the Company hereby state that:
(a) This Affiliated Transaction does not contain a conflict of interest; and
(b) All material information has been disclosed and the information is not misleading.
Yours faithfully,
PT. Indo-Rama Synthetics Tbk
Vishnu Swaroop Baldwa
President Director
cc: PT Bursa Efek Indonesia
17th Floor, Graha Irama, Jl. H.R. Rasuna Said Blok X-1 Kav. 1-2, Jakarta 12950 Indonesia | T + 62 21 5261555 | www.indorama.com
Page 4 of 4
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
KJPP Ferdinand
p.1
unresolved
org
Ichsan dan Rekan
p.1
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
767 ms
12 Sep 2026 22:37
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}