20250415_KDSI_Laporan Informasi dan Fakta Material_31875645_lamp1.pdf

                                       INTRODUCTION

This Disclosure of Information is issued in connection with the Company’s plan to expand its
business activities by adding a new business classification under KBLI Code 64200 – Holding
Company Activities. The addition of this business activity is driven by the Company’s initiative
to pursue sustainable growth and to provide optimal support to its Shareholders. A more
detailed explanation will be provided in the section titled Explanation, Considerations, and
Reasons for the Addition of Business Activities by the Company (“Business Activity
Expansion”).

Pursuant to Financial Services Authority Regulation No. 17/POJK.04/2020, the Company is
required to submit supporting documentation to the Financial Services Authority (OJK) and
obtain approval from the General Meeting of Shareholders (GMS) prior to conducting the
expansion of its business activities. To realize this plan, the Company intends to seek approval
from its Shareholders through an Extraordinary General Meeting of Shareholders (EGMS) to be
held on May 23, 2025.

This Disclosure of Information will be published through the Company’s website, the website of
the Indonesia Stock Exchange (IDX), and will be submitted to the Financial Services Authority
(OJK). This is intended to ensure that the Shareholders are provided with complete and
transparent information regarding the proposed Business Activity Expansion, and to serve as a
basis for the Shareholders to render their approval with respect to the proposed plan.

                         INFORMATION REGARDING THE COMPANY

1.    Brief History

      PT Kedawung Setia Industrial Tbk (“Company”) was formerly established under the name
      PT Kedawung Setia Industrial Ltd., pursuant to the Domestic Investment Law No. 6 of
      1968 (as amended by Law No. 25 of 2007), based on Notarial Deed No. 30 dated January
      9, 1973, drawn up before Djoko Soepadmo, S.H. The Company’s Articles of Association
      have been amended several times. The most recent amendment was made pursuant to
      Deed No. 20 dated October 25, 2024, drawn up before Siti Nurul Yuliami, S.H., M.Kn.,
      Notary, and has been duly recorded in the Legal Entity Administration System of the
      Ministry of Law and Human Rights of the Republic of Indonesia under No. AHU-
      AH.01.03.0204846 dated October 28, 2024, concerning a stock split at a ratio of 1:4. The
      Company is domiciled at Mastrip Street 862, Warugunung – Karangpilang, Surabaya, East
      Java. The Company commenced its commercial operations in 1975, engaging in the
      production of enamel-coated cookware.

2.    Business Purpose and Objectives

      Pursuant to Article 3 of the Company’s Articles of Association, the Company’s main line
      of business currently being conducted is the manufacture of kitchenware and tableware
      made of metal (KBLI 25992).

3.    Capital Structure and Shareholding Composition

      As of the issuance date of this Disclosure of Information, the capital structure and
      shareholding composition of the Company are as follows:

                  Description                 Number of             Total Nominal        %
                                               Shares                Value (IDR)
       Authorized Capital                      2.400.000.000           300.000.000.000   100.0
       Issued and Paid-Up Capital              1.620.000.000           202.500.000.000    67.5

      Based on the Register of Shareholders (DPS) as of December 31, 2024 and March 31,
      2025, issued by PT Sinartama Gunita as the Share Registrar of the Company, the
      composition of the Company’s shareholders is as follows:

                 Shareholder                  Number of          Nominal Value (IDR)     %
                                               Shares
       PT Kitasubur Utama                      1.271.562.200          158.945.900.000     78.5
       Permadi Al Suharto                         90.288.000           11.286.000.000      5.6
       Public                                    258.144.800           32.268.100.000     15.9
       Total                                   1.620.000.000          202.500.000.000    100.0

4.    Directors and Board of Commissioners Composition
      As of the date of this Disclosure of Information, the composition of the Company’s
      management is as follows:

      Directors
      President Director            :   Permadi Al Suharto
      Director                      :   Andi Subroto

      Board of Commissioners
      President Commissioner   :        HMY. Bambang Sujanto
      Commissioner             :        Ali Sugiharto Wibisono
      Independent Commissioner :        Fadelan


 EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE BUSINESS ACTIVITY EXPANSION

The Company, as a manufacturer of enamel-coated cookware products with a subsidiary
engaged in the corrugated carton box industry, is committed to continuously pursuing efforts
to achieve a sustainable growth strategy.

In line with our commitment and in compliance with the prevailing laws and regulations, the
Company is required to add the business classification KBLI 64200 – Holding Company
Activities in order to carry out holding activities through a newly established Subsidiary with
trading business activities.

Through this business activity expansion, the Company aims to realize its strategic vision and
core values, and to generate optimal long-term value for all stakeholders.

                 FEASIBILITY STUDY ON THE BUSINESS ACTIVITY EXPANSION

The Company has appointed KJPP Dasa’at Yudistira dan Rekan (“DYR”) as an independent
appraiser registered with the Ministry of Finance of the Republic of Indonesia to issue an
opinion regarding the Company’s plan to expand its business activities. Below is a summary of
the Feasibility Study Report No. 00006/2.0041-00/BS/NB-1/0384/1/IV/2025 dated April 11,
2025 (“Feasibility Study Report”).

1.    Appraiser’s Status
      The appraiser is a partner at KJPP Dasa’at Yudistira dan Rekan with the following
      qualifications:
      Name                                    : Ivan T Khristian, SE., M.Ec.Dev., MAPPI (Cert)
      Public Appraiser License                : B.1-14.00384
      Capital Market Supporting STTD          : STTD.PB-35/PJ-1/PM.02/2023
      Non-Bank Financial Industry (IKNB) STTD : 086/NB.122/STTD-P/2017
      MAPPI Membership No.                    : 10-S-02664
      License Classification                  : Penilaian Bisnis (B)

2.    Appointer Information
      Company Name                               : PT Kedawung Setia Industrial Tbk

3.    User of the Report
      Company Name                               : PT Kedawung Setia Industrial Tbk

4.    Feasibility Study Object
      Based on the information provided by the appointer, the object of the Feasibility Study is
      to assess the feasibility of the Company’s plan to expand its business activities by adding
      a new line of business under KBLI 64200 – Holding Company Activities. PT Kedawung
      Setia Industrial Tbk (“KDSI”) plans to become a holding company and establish a new
      subsidiary engaged in trading activities.

5.    Currency
      he Feasibility Study Report is presented in Indonesian Rupiah (IDR).

6.    Purpose and Objective of the Feasibility Study
      The purpose of this assignment is to provide an opinion on the feasibility of KDSI’s
      business activity expansion in the context of capital market compliance and shall not be
      used outside the scope of the intended assignment.

      This assignment is conducted in accordance with Financial Services Authority (OJK)
      Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business
      Activities, OJK Regulation No. 35/POJK.04/2020 on Business Valuation and Presentation
      of Valuation Reports in the Capital Market, OJK Circular Letter No. 17/SEOJK.04/2020 on
      Guidelines for Business Valuation and Presentation of Valuation Reports in the Capital
      Market, Indonesian Appraisers’ Code of Ethics (KEPI), Indonesian Valuation Standards
      (SPI) Edition VII of 2018, and SPI 330 (Revised Edition 2020)

7.    Approach and Methodology
      To conduct this Feasibility Study, we will refer to the provisions set out in the Financial
      Services Authority Regulation Number 17/POJK.04/2020 concerning Material
      Transactions and Changes in Business Activities, and Financial Services Authority
      Regulation Number 35/POJK.04/2020 concerning the assessment and Presentation of
      Business Appraisal Reports in the Capital Market, as well as the Circular Letter of the
      Financial Services Authority of the Republic of Indonesia Number 17/SEOJK.04/2020
      regarding Guidelines for the Assessment and Presentation of Business Appraisal Reports
      in the Capital Market.

8.    Feasibility Studi Date and Reporting Time
      The assessment date is as of December 31, 2024 whre the limit is taken based on
      consideration of the interest and objectives of the assessment. The validity period of this
      report is 6 (six) months ending on June, 30 2025.

8.    Feasibility Study Date and Reporting Period
      Assessment date is set as of December 31, 2024, determined based on the relevance
      and objectives of the assessment. This report shall remain valid for a period of six (6)
      months, expiring on June 30, 2025.

9.    Level of Investigation
      In conducting this assessment, we have carried out an investigation to obtain reasonable
      assurance, which included, among other procedures, interviews with the Management
      of KDSI, as follows:

                 The Respondent                                     Position
      Andi Subroto                             Director and Company Secretary
      Ageng Inabhimantra                       Corporate FAT Manager
      I Nathalia Sanirosa                      Head of Supply Chain Management
      Erik Angga P.                            Head of Legal & GA

10.   Reliable Sources of Information
      In conducting this assessment, DYR also relied on several relevant and reliable sources of
      information without the need for verification, including:
      • Audited historical financial statements;
      • Legal documents related to the Feasibility Study;
      • Economic data obtained from S&P Global;
      • Macroeconomic and microeconomic data obtained from relevant institutions such as
          Bank Indonesia;
      • Statistical data from the Central Bureau of Statistics (Central Bureau of Statistics).

      In addition, DYR also used several relevant sources of information that required
      verification, including:
      • Discussions with the management of both the Client and the Object of the Feasibility
         Study;
      • Financial data related to the Object of the Feasibility Study.

      A review was also conducted on the fundamental conditions of the object of the
      Feasibility Study, covering its brief history, capital structure and management

      composition, business description, and financial performance, while also considering the
      prevailing macroeconomic conditions.
      • Other supporting information such as the Budget Plan.

11.   Assumptions and Special Assumptions
      The assumptions and special assumptions used in this engagement are considered
      reasonable and relevant, taking into account the purpose for which the Feasibility Study
      is conducted.

      Special assumptions refer to assumptions that differ from the actual facts as of the
      Feasibility Study date or assumptions that would not typically be made by a small
      portion of market participants in a transaction as of the Feasibility Study date.

      Special assumptions are often applied to illustrate the potential effects of certain
      scenarios that may impact value.

      In carrying out this engagement, the assessor will apply assumptions that are reasonably
      acceptable as facts within the context of the assignment.

12.   Requirements for Consent to Publish
      This Feasibility Study Report is intended for public disclosure, except in instances where
      it contains confidential information that may affect the company operations. The Client
      and Users of this Feasibility Study Report, as defined within the scope of engagement,
      have confirmed that this report does not contain any confidential information that could
      impact the company’s operations. Any use of this Report beyond the scope specified in
      this engagement must obtain prior written consent from KJPP Dasa’at Yudistira and
      Partner and the Client.

      The signature of the Public Assessor and the official stamp of DYR are mandatory
      requirements for the Feasibility Study Report.

13.   Confirmation of Compliance with OJK Regulations, KEPI, and SPI
      The analysis, opinions, and conclusions presented by the Assessor, as well as the
      valuation report itself, have been prepared in accordance with the provisions of Financial
      Services Authority Regulation Number 17/POJK.04/2020 concerning Material
      Transactions and Changes in Business Activities; Financial Services Authority Regulation
      Number 35/POJK.04/2020 concerning the Valuation and Presentation of Business
      Appraisal Reports in the Capital Market; and Circular Letter of the Financial Services
      Authority of the Republic of Indonesia Number 17/SEOJK.04/2020 concerning Guidelines
      for the Valuation and Presentation of Business Appraisal Reports in the Capital Market,
      as well as the Indonesian Valuation Code of Ethics (KEPI) and the Indonesian Valuation
      Standards (SPI) Edition VII of 2018 and Revised SPI 330 Edition of 2020.

14.   Conclusion
      Based on the review, evaluation, and financial analysis, as well as other projections, and
      provided that the assumptions set forth are met, it can be concluded that the proposed
      business activity expansion to be undertaken by KDSI is feasible for implementation.

 AVALIBILITY OF QUALIFIED PERSONEL IN SUPPORT OF THE PLANNED BUSSINES EXPANSION

In relation to the planned business activity expansion, the Company has currently prepared
qualified experts with adequate capacity and experience to support the expansion the
workforce for this business activity expansion will be drawn from experts who are already
employed by the Company. The details of the experts mentioned in this section are as follows:

                       Name                                         Position
 I Nathalia Sanirosa                             Head of Commercial
 Erik Angga P.                                   Head of Logistic & HRGA



  OTHER MATERIAL ASPECTS RELATED TO THE NEWLY ESTABLISHED BUSSINES OPERATIONS

In accordance with the regulation of POJK No. 17/2020, the business activity expansion will be
carried out after receiving approval from the Shareholders at the Extraordinary General
Meeting of Shareholders (RUPSLB).


  EXPLANATION OF THE IMPACT OF BUSINESS ACTIVITY SUSPENSION ON THE COMPANY’S
                             FINANCIAL CONDITION

The implementation of the new business activity expansion through KBLI 64200 Holding
Company Activities, based on the feasibility criteria from the proposed business activity
expansion, as outlined in the Feasibility Study Report prepared by KJPP Dasa’at Yudistira And
Partner (“DYR”), is as follows:

NPV            : IDR 4.20 billion
IRR            : 35.48%
PI             : 1.59
Payback        : Approximately 5 years


                INFORMATION ON THE ORGANIZATION OF THE COMPANY GMS

In accordance with POJK No. 17/2020, the Company’s proposed business activity expansion will
be submitted for approval by the Shareholders through a General Meeting of Shareholders
(GMS). In this regard, the approval of the Shareholders for the proposed business activity
expansion will be sought at the Extraordinary General Meeting of Shareholders (EGMS) to be
convened by the Company on:

             Day, Date        :   Friday, May 23, 2025
             Time             :   14:00 WIB
             Location         :   PT Kedawung Setia Industial Tbk Office,
                                  Mastrip street No 862, Warugunung Karangpilang, Surabaya-
                                  60221

The following are important dates related to the convening of the Company’s Extraordinary
General Meeting of Shareholders (EGMS):

                               Agenda                                           Date
Announcement GMS                                                         April 15, 2025
Disclosure of information Addition of Business Activity                  April 15, 2025
Notice GMS                                                               April 30, 2025
Convener GMS                                                             May 23, 2025

The agenda item of the Company’s Extraordinary General Meeting of Shareholders (EGMS) in
relation to the Company’s Business Activity Addition is as follows:

     "Approval of the Feasibility Study regarding the Company’s business activity
     expansion; and approval of the amendment to Article 3 of the Company’s Articles of
     Association concerning the Purpose, Objectives, and Business Activities of the
     Company, with reference to and in accordance with the 2020 Indonesian Standard
     Industrial Classification (KBLI)."

If the proposed Business Activity Expansion as mentioned above is not approved by the
Shareholders at the EGMS, the proposal may only be resubmitted 12 (twelve) months after the
date of the said EGMS.


                                     ADDTIONAL INFORMATION

For further information, please contact the Company at the following address:


                               PT KEDAWUNG SETIA INDUSTRIAL TBK
                                      Corporate Secretary

                                         Jalan Mastrip No 862
                                    Warugunung Karangpilang
                                           Surabaya – 60221
                                        Telepon: 031 7661971
                                 Email: corsec@kedawungsetia.com
                                 Website: www.kedawungsetia.com