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20250411_DAYA_Rencana Transaksi Perubahan Kegiatan Usaha_31875132_lamp2.pdf
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INFORMATION DISCLOSURE TO
SHAREHOLDERS IN ORDER TO FULFILL THE REQUIREMENTS OF FINANCIAL SERVICES
AUTHORITY REGULATION NO. 17/POJK.04/2020 ON THE MATERIAL TRANSACTIONS
AND CHANGES IN BUSINESS ACTIVITIES
This information disclosure has been prepared and submitted in connection with the
proposed change of business activities of PT Duta Intidaya Tbk through the addition
of new business activities in the Company's Articles of Association in order to comply
with the provisions of the Financial Services Authority Regulation No.
17/POJK.04/2020 of 2020 on the Material Transactions and Changes in Business
Activities.
If there are any difficulties in understanding the information contained in this
information disclosure, please consult with your broker, investment manager, legal
counsel or public accountant.
Prior to date of this information disclosure being published, the Company has not
accepted any information regarding complaints from any specific parties in relation
to the additional business activities.
The Board of Directors and Board of Commissioners of the Company are fully
responsible for the completeness and accuracy of the information or material facts
contained in this information disclosure and hereby state that the information
disclosed in this information disclosure is true and that there are no misstatements
of material facts or omissions of facts that would be, in the circumstances of this
information disclosure, be material or that could cause this information disclosure
to be inaccurate and/or misleading.
PT DUTA INTIDAYA TBK
(the “Company”)
Domiciled in South Jakarta
Business fields:
Retail and trade of health and beauty products
Head Office:
EightyEight@Kasablanka
Tower A, 28th and 37th Floor
Jl. Casablanca Raya Kav. 88
Menteng Dalam, Tebet
South Jakarta 12870
Telephone: +62 (21) 2128-3001
Facsimile: +62 (21) 2128-3002
Website: www.watsons.biz.id
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This Information Disclosure to the Shareholders (the “Information Disclosure”) contains
information regarding the plan of the Company to change its business activities, which must first
obtain approval from the General Meeting of Shareholders of the Company (“GMS”), as referred to
in Article 22 paragraph 1 point (a) of the Financial Services Authority (Otoritas Jasa Keuangan or
“OJK”) Regulation (Peraturan OJK or “POJK”) No. 17/POJK.04/2020 on the Material Transactions
and Changes in Business Activities (“POJK 17/2020”), namely the addition of the following new
business activities for commercial purposes:
a. Indonesian Standard Classification of Business (Klasifikasi Baku Lapangan Usaha Indonesia or
"KBLI") code 73100: Advertising;
b. KBLI code 47599: Retail trade of other household equipment and supplies not classified in others;
c. KBLI code 47737: Retail trade of plastic packaging;
d. KBLI code 47219: Retail trade of other agricultural products; and
e. KBLI code 47592: Retail trade of household electrical equipment and lighting equipment and
accessories.
(hereinafter referred to as the “Proposed Change of Business Activities”).
The Proposed Change of Business Activities does not contain any conflict of interest and is not an
affiliated transaction as referred to in the POJK No. 42/POJK.04/2020 on Affiliated Transactions and
Conflict of Interest Transactions.
INTRODUCTION
This Information Disclosure is made in connection with the Proposed Change of Business Activities to
be carried out by the Company, as referred to in POJK 17/2020, which is required to obtain the
approval of the GMS.
In connection with the above, the Board of Directors of the Company will announce this Information
Disclosure through the website of the Company and the website of the Indonesia Stock Exchange
with the intention of providing more information to the shareholders of the Company regarding the
Proposed Change of Business Activities.
This Information Disclosure is the basis for consideration for the shareholders of the Company in
order to give their approval on the Proposed Change of Business Activities in this case in the form of
additional business activities that will be proposed by the Company to the GMS.
I. DESCRIPTION OF THE COMPANY
1. HISTORY OF THE COMPANY
The Company was established based on the Notarial Deed No. 16 dated 16 June 2005 before
Notary Ukon Krisnajaya, S.H. The Deed of Establishment and Articles of Association of the
Company were approved by the Minister of Law and Human Rights of the Republic of Indonesia
in its decision letter No. C-20675 HT.01.01.TH.2005 dated 26 July 2005.
The Articles of Association of the Company have been amended from time to time. The most
recent amendment to the Articles of Association as stated in the deed No. 43 dated 13 May
2022 drawn up before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, was in respect of
amendments to change of Article 3 of the Articles of Association in connection with the addition
of a new business activity, namely Web Portal and/or Digital Platform for commercial purposes
of the Company. These changes were duly approved by the Minister of Law and Human Rights
of Republic of Indonesia by virtue of its decree dated 10 June 2022 No. AHU-
0039467.AH.01.02. TAHUN 2022 and registered in the Corporate Registry at the Minister of
Law and Human Rights under No. AHU-0108765.AH.01.11.TAHUN 2022 dated 10 June 2022
(“Deed of Amendment to the Articles of Association No. 43”).
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2. PURPOSE AND OBJECTIVE AS WELL AS BUSINESS ACTIVITIES
In accordance with Article 3 of the Deed of Amendment to the Articles of Association No. 43,
the purpose and objective of the Company is to engage in the field of Trade, Web Portal and/or
Digital Platform for commercial purposes. To achieve the abovementioned purpose and
objective, the Company may conduct the following main business activities:
1. conducting business in the field of retailing and trading of health and beauty products,
medicine, pharmacy goods, medical and wellness equipment, personal and skin care
products, perfumes and cosmetics, baby products and general merchandise in store
and/or pharmacy;
2. conducting business in the field of trading of food and beverages;
3. acting as agent/representative, sole agent, distributor, purveyor, franchise and supplier
of any type of traded goods, whether for its own calculation or other party calculation on
a commission basis;
4. importing any kind of goods related to the business activities of the Company as
mentioned above;
5. operating websites for commercial purposes that use search engines to generate and
maintain databases (databases);
6. operating websites that act as portals to the internet, such as media sites that provide
content that is regularly updated, either directly or indirectly for commercial purposes;
7. operating digital platforms and/or websites/web portals that conduct electronic
transactions in the form of business activities for facilitation and/or mediation of transfer
of ownership of goods and/or services and/or other services via the internet and/or
electronic devices and/or other electronic system methods carried out with commercial
purposes (profit) which includes activities of either one, part or all of electronic
transactions, namely:
a. order; and/or
b. payment; and/or
c. delivery of the activities; and
8. operating sites/web portals and/or digital platforms for commercial purposes (profit) used
to facilitate and/or mediate electronic transaction services such as but not limited to:
merchant collectors (marketplaces), digital advertising, financial technology (FinTech)
and on demand online services.
3. CAPITAL STRUCTURE AND SHAREHOLDER COMPOSITION
The capital structure and composition of the shareholders of the Company as of the date of
this Information Disclosure are as follows:
Nominal Percentage
Number of Nominal
Description Value per of
Shares Amount (Rp)
Share (Rp) Ownership
Issued and Fully Paid-up
Capital:
Total Alliance Holdings Limited 1,788,029,003 100 178,802,900,300 73.87%
PT Indah Sehat Cemerlang 422,007,259 100 42,200,725,900 17.43%
PT Usaha Indah Abadi 25,000,000 100 2,500,000,000 1.03%
Public (each below 5%) 185,510,763 100 18,551,076,300 7.67%
Total Issued and Fully
2,420,547,025 100 242,054,702,500 100.00%
Paid-up Capital
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4. MANAGEMENT OF THE COMPANY
The composition of the Board of Directors and Board of Commissioners of the Company are
as follows:
Board of Directors
President Director : Lilis Mulyawati
Director : Erwantho Siregar
Board of Commissioners
President Commissioner : Alissa Qotrunnada Munawaroh Wahid
and Independent Commissioner
Commissioner : Sugito Walujo
Commissioner : Dominic Kai Ming Lai
Commissioner : Edith Shih
Commissioner : Scott John Blakemore
Independent Commissioner : Irwan Bunyamin Afiff
II. SUMMARY OF FEASIBILITY STUDY REGARDING THE PROPOSED CHANGE OF BUSINESS
ACTIVITIES
The Company has appointed a Public Appraisal Service Office of Yanuar, Rosye and Rekan (“Y&R”),
with Business Licence No. 2.20.0170 based on the Decree of the Minister of Finance No.
365/KM.1/2020 dated 27 July 2020, registered as a Capital Market Supporting Profession at the
OJK with a Capital Market Supporting Profession Registration Certificate (Surat Tanda Terdaftar or
“STTD”) No. STTD.PB-37/PJ-1/PM.02/2023 dated 19 October 2023 as an independent appraiser,
and requested Y&R to provide an opinion on the feasibility on the Proposed Change of Business
Activities of the Company (the “Feasibility Study Report”).
In preparing the Feasibility Study Report, Y&R acted independently without any conflict of interest
and Y&R is not affiliated with the Company or any parties affiliated with the Company. Y&R also
has no personal interests or benefits related to the Proposed Change of Business Activities.
The following is a summary of the Feasibility Study Report from Y&R on the Proposed Change of
Business Activities contained in the Report No. 00002/2.0170-00/BS/NB-01/0045/1/IV/2025 dated
10 April 2025.
1. Purpose and Objective of the Feasibility Study Report
The purpose of the Feasibility Study Report is to provide an opinion regarding the feasibility of
the Proposed Change of Business Activities of the Company in order to comply with the POJK
17/2020. The assessment will not be used outside the context or purpose of said feasibility study.
The Feasibility Study Report covers various aspects including macro aspects, market aspects,
technical aspects, business pattern aspects, management model aspects and financial aspects.
2. Limiting Conditions and Main Assumptions
Assumptions
Some of the assumptions relied upon in preparing the Feasibility Study Report are:
• Y&R produces a Feasibility Study Report which a non-disclaimer opinion in nature.
• Y&R has reviewed the documents used in the feasibility study process.
• In preparing the Feasibility Study report, Y&R relied on the accuracy and completeness of
information provided by the Company and/or data obtained from publicly available
information and other information that Y&R considered as relevant.
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• The Company declares that all material information relating to the feasibility study
assignment has been fully disclosed to Y&R and that there has been no reduction in important
facts.
• Y&R used adjusted financial projections that reflect the reasonableness of the financial
projections made by the management of the Company with its ability to achieve them
(fiduciary duty).
• Y&R is responsible for the implementation of the assessment and the fairness of the adjusted
financial projections.
• The Feasibility Study Report is open to the public, unless there is confidential information that
could affect the operations of the Company.
• Y&R is responsible for the Feasibility Study Report and the resulting conclusions.
• Y&R has obtained information on the legal status of the feasibility study object from the
Company.
• The Feasibility Study Report is intended to fulfill the interests of the Capital Market and
compliance with POJK and not for tax purposes.
• The Feasibility Study Report is prepared based on market and economic conditions, general
business and financial conditions and Government regulations related to the Proposed Change
of Business Activities to be carried out as at the issue date of the Feasibility Study Report.
• In preparing the Feasibility Study Report, Y&R relied upon several assumptions, such as the
fulfillment of all conditions and obligations of the Company and all parties involved in the
feasibility study and the accuracy of information regarding the feasibility study disclosed by
the management of the Company.
• Y&R assumes that the Company is a company whose business will continue in the future and
is managed by professional and competent management (going concern).
• The Feasibility Study Report should be viewed as a whole and the use of part of the analysis
and information without considering other information and analysis as a whole can lead to
misleading views and conclusions about the process underlying the feasibility study. The
preparation of the Feasibility Study Report is a complex process and may not be possible
through incomplete analysis.
• After the issuance of the Feasibility Study Report, there will be no changes that materially
affect the assumptions relied upon in the preparation of the Feasibility Study Report. Y&R is
not responsible for reaffirming or updating its opinion due to changes in assumptions or
conditions or events that occur after the date of issuance of the Feasibility Study Report.
Limitations in carrying out assignments
• In performing the analysis, Y&R assumed and relied on the accuracy, reliability and
completeness of all financial information and other information provided by the Company or
publicly available which are essentially true, complete and not misleading, and the appraiser
is not responsible for conducting an independent examination of such information. Y&R also
relied on assurances from the Company's management that they are not aware of facts that
cause the information provided to Y&R to be incomplete or misleading.
• The feasibility study analysis was prepared using the data and information as disclosed above.
Any changes to such data and information may materially affect the final outcome of Y&R’s
opinion. Therefore, Y&R is not responsible for any changes to the conclusions of the feasibility
study due to changes in such data and information.
• Y&R does not provide an opinion on the tax impact of the feasibility study. The services
provided by Y&R to the Company are only the provision of a feasibility study on the object to
be carried out and not accounting, auditing or taxation services. Y&R does not conduct
research on the validity of the legal aspects and implications of the tax aspects.
• Y&R's work relating to the feasibility study does not constitute, and should not be construed
to constitute, in any form, a review or audit of the performance of specific procedures on
financial information. It is also not intended to reveal weaknesses in internal controls, errors
or irregularities in financial reporting or violations of law. In addition, Y&R does not have the
authority and is not in a position to obtain and analyse any other form of transactions outside
of existing corporate actions that may be available to the Company and the effects of such
transactions on these corporate actions.
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3. Methods Used
The methods used in compiling the Feasibility Study Report are:
• Collection of primary data from the Company related to the Proposed Change of Business
Activities, including identity data, permits, business plans and other related data.
• Macroeconomic and industry analyses to evaluate the influence of these factors on the future
performance of the Company.
• Feasibility analysis through macro aspects, market aspects, technical aspects, business pattern
aspects, management model aspects, and financial aspects of the Proposed Change of Business
Activities.
4. Market Feasibility Analysis
Retail businesses in Indonesia are undergoing significant transformation driven by technological
advances and changes in consumer preferences. Therefore, the retail market in Indonesia
continues to grow every year. Market growth is also experienced by advertising businesses, where
the digital advertising market in Indonesia is growing rapidly, driven by the surge in internet and
smartphone accessibility, a young, tech-savvy population and the popularity of social media
platforms. Judging from the market potential, the Company's target market, the innovations to
be carried out and the marketing system to be run by the Company, the market opportunities for
the Proposed Change of Business Activities are still wide open.
5. Technical Feasibility Analysis
The Company will carry out the Proposed Change of Business Activities to develop its business.
The Company will add business activities related to the availability of advertising space
opportunities and add product variants to be sold via both offline and online. As at the issue date
of the Feasibility Study Report, the Company has not sold any services or products arising from
the new activities.
In implementing the Proposed Change of Business Activities, no special experts are required
because the existing workforce will support the Proposed Change of Business Activities. As of 31
December 2024, the Company had 1,445 employees including 20 marketing personnel to
implement the Proposed Change of Business Activities.
6. Business Pattern Feasibility Analysis
New products that will be sold by the Company arising from the Proposed Change of Business
Activities are dishwashing soap, floor cleaners, plastic garbage bags, honey and hair styling
products such as hair straighteners, hair dryers, hair curlers and hair trimmers. Additionally, the
Company will provide advertising space in its stores and on its website.
As a retail player that already has a wide and strategic store network, brand awareness, product
diversification, partnerships with brands and influencers, digitalisation and omnichannel strategies
and a strong digital ecosystem as well as a large customer base, the Company has a solid
competitive advantage to successfully penetrate the advertising and retail industries.
7. Management Model Feasibility Analysis
The Company has a human resource development program provided by its human resource
department to ensure technical skills are carried out internally. Through various training programs,
the Company seeks to improve the efficiency and competence of the information technology of its
human resource department to optimise the performance of the O+O (Offline plus Online)
platform, including the official online store of the Company. The Company also continues to use
the Mobile Learning application – Pocket U, an application that will be more effective in meeting
the broader training needs of the increasing number of employees.
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In implementing the Proposed Change of Business Activities, the Company will use existing human
resources that are adjusted to the specifications of the type of business to be implemented. In
terms of industry, there is no obligation to fulfill special certification for experts in carrying out the
Proposed Change of Business Activities.
Intellectual property management of the Proposed Change of Business Activities will be integrated
under the “Watsons” brand currently utilised by the Company. This is because advertising activities
will be carried out through the stores and website of Watsons Indonesia. For retail trade, new
products that will be added consist of products from Watsons own brand and other brands.
“Watsons” is a licensed brand obtained by the Company from AS Watson Retail (HK) Limited under
the agreed license agreement. To ensure proper intellectual property management for the
Proposed Change of Business Activities, the Company continues to maintain this license agreement
with AS Watson Retail (HK) Limited.
8. Financial Feasibility Analysis
Based on the above, the Company will not require any special funding and is targeted to utilise its
working capital turnover to carry out the Proposed Change of Business Activities. The feasibility
analysis is carried out by using the parameters of Net Present Value, Break Even Point, Profitability
Analysis and Return on Investment based on projections for the period 2025 to 2029. The
feasibility analysis of the Proposed Change of Business Activities is as follows:
Net Present Value (NPV) : Rp31,571,278,000
Break Even Point (BEP) : Rp85,669,000 (1.48% of Sales)
Profitability Analysis (PA) : 35.87% (at the end of the projection period)
Return on Investment (ROI) : 44.57% (average over the projection period)
9. Conclusion
Based on the feasibility study conducted, evaluation of macro aspects, market aspects, technical
aspects, business patterns, feasibility of management models and financial analysis as well as
other projections, and provided that the assumptions that have been set can be met, it can be
concluded that the Proposed Change of Business Activities to be carried out by the Company is
feasible.
III. AVAILABILITY OF EXPERTS IN CONNECTION WITH THE PROPOSED CHANGE OF
BUSINESS ACTIVITIES
In implementing the Proposed Change of Business Activities, the Company will use existing human
resources that are adjusted to the specifications of the type of business to be implemented. In terms
of industry, there is no obligation to fulfill special certification for experts in carrying out the Proposed
Change of Business Activities.
IV. EXPLANATION, CONSIDERATIONS AND REASONS FOR THE PROPOSED CHANGE OF
BUSINESS ACTIVITIES
The Company proposed to change its business activities by adding KBLI codes in the field of
advertising (“Advertising KBLI”) and other retail products (“Other Retail Products KBLI”) as a
strategy to expand business coverage and increase competitiveness in the retail and digital marketing
industries. The addition of the Advertising KBLI allows the Company to manage promotional and
marketing strategies independently, especially in utilising digital media to increase brand awareness
and drive product sales. With the rapid development of digital trends, internal advertising
management will provide greater flexibility in developing effective and efficient marketing campaigns,
while reducing dependence on external advertising service providers.
In addition, the addition of Other Retail Products KBLI provides the Company with the opportunity to
sell various products in addition to its health and beauty products. The growing market demand shows
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that consumers are not only looking for personal care products, but also other daily necessities. By
expanding the product portfolio, the Company can reach a wider customer segment and increase
revenue potential from new categories. This step is also in line with the diversification strategy aimed
at increasing business resilience amidst competitive market dynamics.
Overall, these changes are made to adjust the business model to industry trends and consumer
behaviour that are moving towards digital and versatile products. By having control over its own
advertising strategy, the Company can increase marketing effectiveness while saving operational
costs. Further, growth opportunities in the retail sector are increasingly wide open with a wider variety
of products which means that the Company can attract more customers and increase sales
transactions. With this step, the Company is expected to continue to grow and compete optimally in
the dynamic retail industry.
V. IMPACT OF THE PROPOSED CHANGE OF BUSINESS ACTIVITIES ON THE FINANCIAL
CONDITION OF THE COMPANY
In the first year of the projection period (2025-2029), the Company is expected to generate income
of Rp4,435,749,000, experience an average annual growth rate of approximately 13% and achieve
an average gross profit margin of 48% from the Proposed Change of Business Activities. At the end
of the projection period, the expected return on investment will be 23.29%, with an annual average
return on investment of 44.57% over the projection period.
Based on the financial projections, the Proposed Change of Business Activities will increase the
business scale of the Company and generate additional revenue. The additional revenue for 2025 is
expected to be equivalent to 0.22% of the Company's 2024 revenue and the total revenue over the
projection period is expected to be equivalent to 1.41% of the Company's 2024 revenue.
VI. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Proposed Change of Business Activities will be proposed to the Extraordinary GMS (“EGMS”) which
will be held by the Company on:
Date : Tuesday, 20 May 2025
Place : Office of PT Duta Intidaya Tbk
Eightyeight@Kasablanka
Tower A, 28th and 37th Floor
Jl. Casablanca Raya Kav. 88
Menteng Dalam, Tebet
Jakarta South 12870
Indonesia
The agenda item that will be proposed to the EGMS is: Approval of the proposed change of business
activities of the Company, including a discussion on the relevant feasibility study.
The EGMS of the Company will be held with reference to the provisions of the Articles of Association of the
Company and the applicable POJK in connection with the implementation the GMS.
In accordance with POJK No. 15/POJK.04/2020 on the Planning and Organization of the General Meeting
of Shareholders of Public Companies, the proposed requirements for attendance of and decision making
in the GMS, including the EGMS of the Company, and the execution thereof are as follows:
a. The GMS of the Company can be held if the GMS is attended by shareholders representing at least
2/3 (two thirds) of the total number of shares with valid voting rights, and the decision is valid if
approved by more than 2/3 (two thirds) of the total number of shares with valid voting rights
present at the GMS;
b. In the event that the quorum for attendance as referred to in point (a.) above is not present, a second
GMS can be held provided that the second GMS is valid and has the right to make decisions if the
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GMS is attended by shareholders representing at least 3/5 (three fifths) of the total number of shares
with valid voting rights and the second GMS decision is valid if it is approved by more than 1/2 (one
half) of the total number of shares with voting rights present at the GMS; and
c. In the event that the quorum for attendance at the second GMS as referred to in point (b.) above
is not present, a third GMS can be held provided that the third GMS is valid and has the right to
make decisions if the GMS is attended by shareholders with valid voting rights whereby the
quorum for attendance and the quorum for resolutions have been determined by the OJK at the
request of the Company.
VII. ADDITIONAL INFORMATION
To obtain additional information regarding the Proposed Change of Business Activities, the
shareholders of the Company may contact the Company, during the working days and working hours
of the Company, at the address below:
PT DUTA INTIDAYA Tbk
EightyEight@Kasablanka
Tower A, 28th and 37th Floor
Jl. Casablanca Raya Kav. 88
Menteng Dalam, Tebet
South Jakarta 12870
Telephone: +62 (21) 2128-3001
Facsimile: +62 (21) 2128-3002
Attn: Corporate Secretary
Email: corporate.secretary@watsons.co.id
Jakarta, 11 April 2025
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Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
person
Notary Ukon Krisnajaya
p.2
unresolved
org
Minister of Law and Human Rights
p.2 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.2
unresolved
org
Minister of Law and Human Rights of Republic of Indonesia
p.2
unresolved
org
PT Usaha Indah Abadi
p.3
unresolved
org
Minister of Finance
p.4
Extraction attempts how the parser did, and what it refused
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confidence 0.091
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12 Sep 2026 22:52
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