1.         INTRODUCTION

1.1       The Board of Directors of BM GreenTech Berhad ("the Board") wishes to announce that Plus Xnergy Holding Sdn. Bhd. ("PXH" or "Buyer"), a wholly-owned subsidiary of the Company, has on 6 July 2026 entered into two (2) sale and purchase agreements (collectively, the "SPAs") to acquire 1,000,000 ordinary shares, representing 100% of the total issued and paid-up share capital of NEFIN V Power Sdn. Bhd. ("NVP") for a cash consideration of RM3,600,000 ("Acquisition") as follows:

1. A sale and purchase agreement with NEFIN Energy (Malaysia) Sdn. Bhd. ("NEM") for the acquisition of 900,000 ordinary shares, representing 90% of the total issued and paid-up share capital in NVP, for a cash consideration of RM3,240,000.
2. A sale and purchase agreement with NEFINCO (Malaysia) Sdn. Bhd. ("NEFINCO") for the acquisition of 100,000 ordinary shares, representing 10% of the total issued and paid-up share capital in NVP, for a cash consideration of RM360,000.

1.2       The purchase consideration under the SPAs shall be satisfied in two (2) equal tranches of 50% each, the first of which is payable upon the execution of the SPAs and the second upon the Completion Date.

2.         INFORMATION ON NVP

2.1       NVP (Registration No.: 202301049586 (1543500-U)) is a private company limited by shares incorporated in Malaysia under the Companies Act 2016 with its registered address at No.108-B-02-10, Setia Spice Canopy, Jalan Tun Dr. Awang, 11900 Bayan Lepas, Pulau Pinang. NVP acts as the project special purpose vehicle established for the purpose of developing, owning, and operating a 29.99MWac ground-mounted solar photovoltaic power plant ("Project") under the Corporate Green Power Programme ("CGPP"). The Project covers approximately 125 acres (50.585 hectares) at Perak Darul Ridzuan with commercial operation expected to be achieved in the year 2027.

2.2       As announced by the Company on 15 August 2025, Plus Xnergy Services Sdn. Bhd., an indirect wholly-owned subsidiary of BMG, was appointed as the Engineering, Procurement and Construction ("EPC") contractor for the Project by NVP.

3.         INFORMATION ON THE VENDORS

3.1       NEFIN Energy (Malaysia) Sdn. Bhd. ("NEM")

NEM (Registration No.: 201801026380 (1288401-D)) is a private limited company incorporated in Malaysia with its registered address at Lot No. 1-02-3A, Elit Avenue Business Park, Jalan Mayang Pasir 3, 11950 Bayan Baru, Pulau Pinang. NEM is principally engaged in renewable energy investment and project management frameworks.

3.2       NEFINCO (Malaysia) Sdn. Bhd. ("NEFINCO")

NEFINCO (Registration No.: 201801024554 (1286574-T)) is a private limited company incorporated in Malaysia with its registered address at (Office G07) G01, Ground Floor, Wisma Pantai, Jalan Wisma Pantai, Kampung Gajah, 12200 Butterworth, Pulau Pinang. NEFINCO is principally engaged in technical consultation and investment in solar green power assets.

4.         FINANCIAL INFORMATION OF NVP

Based on the audited financial statements of NVP for the financial year ended 31 December 2025, the financial information of NVP is as follows:

5.         BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION

The purchase consideration was arrived at on a willing-buyer willing-seller basis, after taking into consideration:

1. The long-term contracted tariff revenues secured under the Corporate Green Power Agreements with the offtakers.
2. The development status of the Project.

6.         RATIONALE FOR THE ACQUISITION

The Acquisition presents a strategic opportunity for the Group to:

1. Expand Renewable Asset Ownership

   The Acquisition allows the Group to deepen its participation in the Project by moving beyond its existing role as the EPC contractor into the long-term ownership and operation of a utility-scale solar asset. This strengthens the Group's position across the renewable energy value chain and supports its strategic transformation towards becoming an integrated renewable energy player.

    

2. Diversify Earnings Profile and Enhance Long-Term Shareholder Value

   The Project is expected to provide the Group with a source of long-term recurring income from renewable energy generation, complementing its existing project-based business activities. The Acquisition is also expected to contribute positively to the Group's future financial performance and support sustainable value creation for shareholders.

7.         SOURCE OF FUNDING

The Acquisition will be financed through internally generated funds.

8.         LIABILITIES TO BE ASSUMED

There are no liabilities, including contingent liabilities to be assumed by BMG pursuant to the Acquisition other than the liabilities to be settled in the ordinary course of business.

9.         EFFECTS OF THE ACQUISITION

 9.1      Issued Share Capital

  The Acquisition will not have any effect on the issued share capital of BMG as the Purchase Price will be satisfied in cash.

 9.2      Substantial Shareholders' Shareholdings 

  The Acquisition will not have any effect on the shareholdings of the substantial shareholders of BMG.

 9.3      Earnings and Net Assets

  Barring unforeseen circumstances, the Acquisition is expected to contribute positively to the future earnings of the Group. 

 9.4      Gearing 

  The Acquisition is expected to result in an increase in the gearing of the Group due to the funding required for the settlement of certain liabilities and the continued development and operation of the Project.

 9.5     Funding

  To ensure the continuity of NVP's operations, PXH intends to advance approximately RM12 million to facilitate the repayment of outstanding debts and provide the necessary working capital to support the ongoing operations of the business.

10.       INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, AND CONNECTED PERSONS

None of the Directors or major shareholders of BMG, nor any persons connected to them, have any interest, direct or indirect, in the Acquisition.

11.       HIGHEST PERCENTAGE RATIO AND APPROVAL REQUIRED

Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Acquisition is 2%. The Acquisition is not subject to the approval of the shareholders of the Company.

12.       RISK FACTORS

The Company does not foresee any exceptional risk other than the normal operational risks and risks from external factors associated with the ordinary course of business. Nevertheless, the Company will take the necessary steps to mitigate the risks as and when such risk arises.

13.       DIRECTORS' STATEMENT

The Board of Directors of BMG, having considered and evaluated all aspects of the Acquisition, is of the opinion that the Acquisition is fair, reasonable, and in the absolute best commercial interest of the Company and the BMG Group.

14.       DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the NEM SPA and the NEFINCO SPA are available for physical public inspection at the registered office of the Company during standard business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

This Announcement is dated 6 July 2026.