1. INTRODUCTION

The Board of Directors of Nestcon (“the Board”) wishes to announce that Nestcon Infra Sdn. Bhd. (“NISB”), a wholly-owned subsidiary of the Company, Wawasan Dengkil Sdn. Bhd. (“WDSB”) and WD Solar Kedah Sdn Bhd (“JV Co”) had on 19 November 2025 entered into a shareholders’ agreement (“SHA”) for the purpose of co-investing in JV Co and developing a large scale solar (“LSS”) photovoltaic (“PV”) plant of 70.00 megawatt (“MW”) under the LSS Petra 5+ programme located at Mukim Ayer Puteh, Daerah Pendang, Kedah (“Project LSS5+”) (“Proposed Joint Venture”).

2. INFORMATION ON NISB

NISB was incorporated in Malaysia as a private company limited by shares having its registered address at No. D-09-02, Level 9, EXSIM Tower, Millerz Square @ Old Klang Road, Megan Legasi, No. 357, Jalan Kelang Lama, 58000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.

The nature of business of NISB is principally involved in investment holding, construction works and transportation.

3. INFORMATION ON WDSB

WDSB was incorporated in Malaysia as a private company limited by shares having its registered address at No. 13-1, Tingkat 1, Jalan Bintang Mas, Taman Bintang Mas, 43800 Dengkil, Selangor.

The nature of business of WDSB is provision of construction services, namely earthworks and civil engineering services, trading of construction materials as well as provision of machineries and commercial vehicles for hire.

4. DETAILS OF THE PROPOSED JOINT VENTURE

Background information

NISB, WDSB and Pristine Multi-Vision (M) Sdn. Bhd. (“PMVSB”) (collectively, the “Consortium”) had submitted a tender to the Energy Commission (“EC”) for Project LSS5+.

The Consortium was shortlisted by the EC vide its Notification Letter dated 2 September 2025, subject to the execution of a Solar Power Purchase Agreement (“SPPA”) with Tenaga Nasional Berhad (“TNB”) by 19 December 2025 for a tenure of 21 years.

The Consortium acknowledged the terms of the Notification Letter on 19 September 2025.

The Proposed Joint Venture Arrangement

JV Co was incorporated on 14 October 2025 to develop, finance, construct, operate and maintain Project LSS5+. At incorporation, the shareholding was:-

Shareholder

No. of JV Co Shares

RM

%

WDSB

51

51

51.00

NISB

30

30

30.00

PMVSB

19

19

19.00

Total

100

100

100.00

WDSB and PMVSB had, on 24 October 2025, sought the approval of the EC for WDSB to acquire, and for PMVSB to transfer, its 19.00% equity stake in JV Co to WDSB (“Transfer by PMVSB”).

Consequent to the Transfer by PMVSB, WDSB shall hold a seventy percent (70%) equity interest in the JV Co.

On 19 November 2025, NISB and WDSB had entered into the SHA to regulate their relationship by setting out their mutually agreed rights, duties, liabilities and obligations vis-à-vis each other in relation to the conduct of the business, affairs and operation of JV Co upon the terms and conditions of the SHA.

5. SOURCE OF FUND

Nestcon plans to finance the Proposed Joint Venture through internally generated funds.

6. RATIONALE AND BENEFITS OF THE PROPOSED JOINT VENTURE

The Proposed Joint Venture is in line with Nestcon Group’s strategy to expand its participation in the renewable energy sector and to build a sustainable recurring income base from long-term power purchase agreements. Project LSS5+ provides Nestcon with the opportunity to develop a 70MW LSS Petra 5+ PV plant in Kedah, a state identified for its solar potential and growing pipeline of green investments.

Through the collaboration with WDSB, the Proposed Joint Venture allows NISB to leverage on its engineering, procurement, construction and commissioning capabilities while tapping into WDSB’s experience in earthworks, civil works and project execution. This synergy is expected to enhance the technical and operational delivery of Project LSS5+.

The Board believes that participation in Project LSS5+ will strengthen Nestcon’s track record in the renewable energy space and is expected to contribute positively to the future earnings and long-term growth prospects of Nestcon Group.

7. FINANCIAL EFFECTS 

The Proposed Joint Venture will not have any effect on the issued share capital and/or the substantial shareholders’ shareholdings of Nestcon as it does not involve the issuance of any new ordinary shares in Nestcon (“Shares”).

The Proposed Joint Venture is not expected to have any material effect on the Group’s net assets per share, earnings per share, or gearing in the immediate term. Nevertheless, it is expected to contribute positively to the Group’s net assets per share, earnings per share and gearing level over the course of the joint venture. In turn, this is anticipated to enhance the Company’s overall financial performance and shareholders’ value over the longer term.

8. RISK FACTORS 

The Company does not foresee any exceptional risk other than the normal operational risks associated with the Proposed Joint Venture. Nevertheless, the Company will take the necessary steps to mitigate the risks as and when they occur.

9. APPROVAL REQUIRED

The Proposed Joint Venture is not subject to the approval from the Company’s shareholders and/or any regulatory authorities.

10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM 

None of the directors, major shareholders of the Company and/or persons connected with them have any interest, whether direct and/or indirect, in the Proposed Joint Venture.

11. DIRECTORS’ STATEMENT 

The Board, after having considered all aspects of the Proposed Joint Venture including the terms and conditions of the SHA, the rationale, benefits and prospects of the Proposed Joint Venture, is of the opinion that the Proposed Joint Venture are in the best interest of Nestcon.

12. PERCENTAGE RATIO 

The highest percentage ratio applicable to the Proposed Joint Venture initial cost of investment for Project LSS5+ pursuant to Rule 10.02(g) of the Listing Requirements is 5.60% computed based on the latest audited consolidated financial statements of the Company for the financial year ended 31 December 2024.

13. DOCUMENTS FOR INSPECTION 

A copy of the SHA is available for inspection at the registered office of the Company at No. D-09-02, Level 9, EXSIM Tower, Millerz Square @ Old Klang Road, Megan Legasi 357, Jalan Kelang Lama, 58000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur from Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months from the date of this Announcement.

This Announcement is dated 19 November 2025.