THIS CIRCULAR/STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the course of action to be taken, you should consult your Stockbroker, Bank Manager, Solicitor, Accountant or other professional advisers immediately.

Bursa Malaysia Securities Berhad (“ Bursa Securities ”) has not perused the contents of this Circular/Statement prior to its issuance as it is prescribed as an Exempt Circular pursuant to Practice Note 18 of the Main Market Listing Requirement of Bursa Securities.

Bursa Securities takes no responsibility for the contents of this Circular/Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular/Statement.

ENGTEX GROUP BERHAD

Registration No: 200101000937 (536693-X)

(Incorporated in Malaysia)

PART A

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

PART B STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The above proposals will be tabled as Special Business at the Company’s Twenty-Fifth Annual General Meeting. The Notice of the Twenty-Fifth Annual General Meeting to be held at The Orenda 1, 1^st Floor, Mercure Selangor Selayang, B-G-12 Dataran Emerald, Jalan PS11, Prima Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Thursday, 28 May 2026 at 11.30 a.m . is set out in the 2025 Annual Report. Shareholders are advised to refer to the Notice of the Twenty-Fifth Annual General Meeting and the Form of Proxy, which are enclosed in the 2025 Annual Report. The Form of Proxy should be lodged at the registered office of the Company or submit via email to [email protected] or alternatively, by electronic lodgement at https://www.equiti.my not later than 48 hours before the time stipulated for holding the Twenty-Fifth Annual General Meeting. The lodgement of the Form of Proxy will not preclude you from attending and voting at the meeting should you subsequently wish to do so.

Last date and time for lodging the Form of Proxy : Tuesday, 26 May 2026 at 11.30 a.m. Date and time of the Twenty-Fifth Annual General Meeting : Thursday, 28 May 2026 at 11.30 a.m.

This Circular/Statement is dated 29 April 2026

DEFINITIONS

For the purpose of this Circular, except where the context otherwise requires, the following definitions shall apply:-

i

EPCC - Engineering, Procurement, Construction and Commissioning EPS - Earnings Per Share ESI - Engtex Steel Industries Sdn. Bhd. Registration No: 201101032603 (960738-A) Firomaz - Firomaz Sdn. Bhd. Registration No: 200101019412 (555169-A) Lead On - Lead On Resources Registration No: 200203121936 (001376627-D) Leohana - Leohana Holdings Sdn. Bhd. Registration No: 200501006527 (683574-P) Listing Requirements - Main Market Listing Requirements of Bursa Securities LMSB - LYE Marketing Sdn. Bhd. Registration No: 199701018201 (433698-D) LPD - 31 March 2026, being the latest practicable date prior to the printing and despatch of this Circular Major Shareholders - For the purpose of the Proposed Shareholders’ Mandate, includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, has an interest or interests in one or more voting shares in the Company and the number or aggregate number of those shares, is:-

• a) 10% or more of the total number of voting shares in the Company; or

• b) 5% or more of the total number of voting shares in the Company where such person is the largest shareholder of the Company.

For the purpose of this definition, “interest in shares” shall have the meaning given in Section 8 of the Act. Market Day - A day on which the Bursa Securities is open for the trading of securities. Micro Estate - Micro Estate Sdn. Bhd. Registration No: 201301034316 (1064146-H) NA - Net asset NH - NH Holdings Sdn. Bhd. Registration No: 200201013029 (580692-T) NKG - NKG Resources Sdn. Bhd. Registration No: 199001011041 (202611-A) NKG Group - NKG and its subsidiaries, namely Eng Seng Han Hardware Sdn. Bhd. Registration No: 199001002804 (194370-H), Kota Niaga Sdn. Bhd. Registration No: 198201010685 (90409-P), Belgold (M) Sdn. Bhd. Registration No: 199401015535 (301215-U), Orient Insight Sdn. Bhd. Registration No: 199801017108 (473237-T), Pindaya (M) Sdn. Bhd. Registration No: 199601007919 (380265-T), DIP

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Utilities Engineering Sdn. Bhd. Registration No: 200201031178 (598841-W), GES Builder Sdn. Bhd. Registration No: 200301030545 (632965-M) and Mobile Legacy Sdn. Bhd. Registration No: 200001020353 (522960K)

• Ng Brothers - Tan Sri Dato’ Ng Hook, Ng You Chai, Ng Chin Man, Ng Ai Swee, Dato’ Ng Chooi Guan, Ng Ah Leong and Ng Yik Soon

• Northern Solar - Northern Solar Sdn. Bhd. Registration No: 201901040021 (1349351-T)

• Proposed Renewal of Share - Proposed renewal of authority for Engtex to purchase and/or Buy-Back Authority hold its own shares of up to ten per centum (10%) of the total number of issued shares of Engtex

• Proposed Renewal of - Proposed renewal of shareholders’ mandate for Engtex Shareholders’ Mandate Group to enter into Recurrent Transactions in the ordinary course of business

• Purchased Shares - Shares purchased pursuant to the Proposed Renewal of Share Buy-Back Authority

• PVF - Pipes, valves and fittings Recurrent Transactions - Recurrent related party transactions of a revenue or trading nature with a Related Party which are necessary for the dayto-day operations of the Group in the ordinary course of the Group’s business

• Related Party(ies) - CSB, Tan Sri Dato’ Ng Hook, Puan Sri Datin Yap Seng Kuan, Ng Peck Kee, Firomaz, Lead On, Micro Estate, Northern Solar, NKG Group, RW and TG Pipeline.

• RM - Ringgit Malaysia RW - RW Management & Enterprise Registration No: 201003104735 (001951530-X)

• Shares - Ordinary shares SMSB - Swiss Mission Sdn. Bhd. Registration No: 201101024894 (953030-D)

• TG Pipeline - TG Pipeline Marketing Sdn. Bhd. Registration No: 199901019414 (494314-H)

• Twenty-Fifth AGM - The Twenty-Fifth AGM to be held on 28 May 2026 VSB - Variglobal Sdn. Bhd. Registration No: 200601031189 (750948-P)

• Wiki - Wiki Pratama Sdn. Bhd. Registration No: 200501004390 (681437-M)

• Warrants - 109,085,775 warrants issued by Engtex on 6 September 2021 and expiring on 4 September 2026 with an exercise ratio of every one Warrant for one Share as constituted by the deed poll dated 28 July 2021. Pursuant to the bonus issue completed in August 2024, 80,486,763 additional warrants were issued with adjustment to the exercise price of warrants from RM0.70 each to RM0.40 each

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TABLE OF CONTENTS

PART A

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

iv

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PART A

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

1

ENGTEX GROUP BERHAD

Registration No: 200101000937 (536693-X)

(Incorporated in Malaysia)

Registered Office:

Lot 36, Jalan BRP 9/2B Putra Industrial Park Bukit Rahman Putra 47000 Sungai Buloh Selangor Darul Ehsan

29 April 2026

Directors

Dr. Lim Pang Kiam (Chairman - Independent Non-Executive Director ) Tan Sri Dato’ Ng Hook (Group Managing Director, Executive Director) Dato’ Ng Chooi Guan (Executive Director) Puan Sri Datin Yap Seng Kuan (Executive Director)

Ng Yik Soon (Executive Director) Ng Koi Lin (Executive Director) Ho Sin Kheong (Independent Non-Executive Director ) Dato’ Leanne Koh Li Ann (Independent Non-Executive Director )

To: The Shareholders of Engtex Group Berhad

Dear Sir/Madam,

RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE.

1. INTRODUCTION

The Company had at the Twenty-Fourth AGM held on 22 May 2025 obtained approval from its shareholders for the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature in the ordinary course of its business which are necessary for the day-to-day operations of the Group. Such approval shall continue to be in full force until the conclusion of the forthcoming Twenty-Fifth AGM unless authority for its renewal is obtained from the shareholders of the Company at the Twenty-Fifth AGM.

On 1 April 2026, the Company announced to Bursa Securities that the Board proposes to seek its shareholders’ approval on the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.

This Circular has been prepared to provide you with details of the Proposed Renewal Shareholders’ Mandate and to seek your approval for the Proposed Renewal of Shareholders’ Mandate as contained in the resolution to be tabled at the forthcoming Twenty-Fifth AGM.

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2. DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE

2.1 Introduction

Paragraph 10.09 of Chapter 10 of the Listing Requirements stipulates that a listed issuer may seek shareholders’ mandate in respect of recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the listed issuer and its subsidiaries and are in the ordinary course of business and on terms not more favourable to the related party than those generally available to the public. Where a listed issuer has obtained such a mandate, the requirements of paragraph 10.08 of Chapter 10 of the Listing Requirements shall not apply to the recurrent related party transactions, which are comprised in the mandate. This means, during the period of validity of the mandate, the obligation to make immediate disclosure, as well as the obligation to procure shareholders’ approval shall not apply to the recurrent related party transactions, which are comprised in the mandate.

The Board therefore proposes to seek a renewal of the mandate from the shareholders of the Company to enable the Group to enter into recurrent related party transactions without the necessity of making the otherwise required announcement and approval.

The Proposed Renewal of Shareholders’ Mandate will, if approved by the shareholders at the forthcoming Twenty-Fifth AGM, apply in respect of the Recurrent Transactions to be entered into as set out in Section 2.3 of this Circular and shall take effect from the date of the forthcoming Twenty-Fifth AGM, and shall continue to be in force until:-

• i) the conclusion of the next AGM of the Company following the forthcoming Twenty-Fifth AGM at which the authorisation is obtained, at which time the said authority will lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

• ii) the expiration of the period within which the next AGM is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

• iii) revoked or varied by resolution passed by the shareholders in general meeting,

whichever occurs first.

Thereafter, approval from the shareholders for renewal of the mandate will be sought at each subsequent AGM of the Company.

2.2 The Proposed Renewal of Shareholders' Mandate

The Company is principally an investment holding company. The Group’s principal activities are broadly categorised into the following:-

• Distribution and wholesale of PVF, plumbing materials, steel related products, general hardware products and construction materials;

• Manufacturing and sale of steel and ductile iron PVF, manhole covers, hydrants, industrial casting products, welded wire mesh, hard-drawn wire and other steel related products;

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• Property development and investment activities;

• Hospitality; and

• Provision of solar solution.

It is anticipated that the Group would, in the ordinary course of business, enter into transactions with the Related Parties and that such transactions will occur with some degree of frequency and could arise at any time.

The Board is seeking the approval from the shareholders which will allow the Group, in the ordinary course of business, to enter into recurrent related party transactions of a revenue or trading nature with the Related Parties provided such transactions are made at arm’s length and on normal commercial terms of the Group and are on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.

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2.3 Details of the Recurrent Transactions

The Recurrent Transactions which are covered by the Proposed Renewal of Shareholders' Mandate are set out in the table below:-

Proposed Renewal of Shareholders’ Mandate

5

6

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• 1 How Thong Guan has no relationship with the directors and major shareholders of Engtex. ECM and ECMfg are 60% owned by Engtex. BLSB is 84% owned by Engtex.

• 2 Leong Meng Sam has no relationship with the directors and major shareholders of Engtex. Wiki is 71% owned by Engtex.

• 3 Wong Ah Choo has no relationship with the directors and major shareholders of Engtex. EMetals, EMPSB and ESI are 100% owned by Engtex whilst ECM and ECMfg are 60% owned by Engtex.

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• 4 Engtex Energy is 80% owned by Engtex and is principally involved in undertaking the EPCC and leasing of rooftop Solar PV projects for Engtex Group and other third parties to generate renewable energy to mitigate the rising electricity costs and promote a cleaner environment.

• 5 As of 31 December 2025, there is no outstanding amount due and owing by the Related Parties which exceeded the credit terms of 90 days.

• # The estimated values stated are based on the values transacted during the financial year ended 31 December 2025 and as determined by the Group’s management. Actual transaction values may differ from the values stated.

• & The next AGM is expected to be held by May 2027.

• ** The shareholding structure of NKG which is the holding company of the NKG Group as at LPD is shown as below:

[THE REST OF THE PAGE IS INTENTIONALLY LEFT BLANK]

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^The details of the rented properties are as follows:-

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2.4 Review Procedures for the Recurrent Transactions

There are procedures and guidelines established by the Group to ensure that the Recurrent Transactions are undertaken on an arm’s length basis and on the Group’s normal commercial terms and on transaction prices and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.

The review and disclosure procedures shall include the following:

• i) records of related party transactions will be maintained by the Group to capture all Recurrent Transactions which are entered into pursuant to the Proposed Renewal of Shareholders’ Mandate and will be made available to the external auditors and Audit Committee for their review;

• ii) the Board and the Audit Committee shall have overall responsibility for the determination of the review procedures with authority to delegate to individuals or committees within the Group as they deem appropriate. The annual internal audit plan shall incorporate a review of Recurrent Transactions which will be entered into pursuant to the Proposed Renewal of Shareholders’ Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to. The Audit Committee will review the internal audit report at least on a quarterly basis to ascertain that the guidelines and procedures established to monitor Recurrent Transactions have been complied with;

• iii) terms of the recurrent transactions relating to the price or sales/distributions margins shall not be subject to the substantial change during the period that the Proposed Renewal of Shareholders’ Mandate is in force. Where such change is deemed necessary, the management shall review that the new terms are consistent with a transaction conducted at arms’ length and on normal commercial terms consistent with the Group’s usual business practices and policies and will not be prejudicial to the shareholders. The management shall also review that the new terms are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders;

• iv) at least 2 other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the Company’s Management will rely on their usual business practice to ensure that the Recurrent Transactions is not detrimental to the Group;

• v) further, where any director or person connected with him has an interest (direct or indirect) in any related party transactions, such director (or his alternate) shall abstain from voting on the matter. Where any member of the Audit Committee is interested in any transaction, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transactions;

• vi) there is no specific threshold for approval of Recurrent Transactions. All Recurrent Transactions are reviewed and monitored by 2 personnel of at least managerial level, the Chief Financial Officer or director, provided always that such personnel has no interest in the transaction and the said transaction has been approved pursuant to the shareholders’ mandate obtained at the AGM.

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A listing of all Recurrent Transactions concluded will be tabled to the Audit Committee and noted/approved by the Board at least on a quarterly basis;

• vii) disclosure will be made in the Company’s annual report on the breakdown of the aggregate value of transactions made pursuant to the shareholders’ mandate during the financial year and in the annual reports for the subsequent financial year during which a shareholders’ mandate is in force, based on the type of the transactions made and the relationships of Related Parties involved.

• viii) any member of the Audit Committee may, as he deems fit, request for additional information pertaining to recurrent related party transactions from independent sources or advisers.

2.5 Audit Committee Statement

The Audit Committee has seen and reviewed the guidelines and procedures in Section 2.4 of this Circular and are of the view that the said guidelines and procedures are sufficient to ensure that the Recurrent Transactions are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders.

The Audit Committee of the Company is also of the view that the Group has in place adequate procedures and processes to monitor, track and identify Recurrent Transactions in a timely and orderly manner. The Audit Committee‘s review of these procedures and processes will be conducted on a quarterly basis together with the review of quarterly results, or such frequency as the Audit Committee considers appropriate having regard to the value and the frequency of the Related Party Transactions.

3. RATIONALE OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

The Recurrent Transactions entered or to be entered into by the Group with the Related Parties are all in the ordinary course of business. They are recurrent transactions of a revenue or trading nature, which are likely to occur with some degree of frequency and arise at any time and from time to time. These transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be impractical to seek shareholders’ approval on a case by case basis before entering into such related party transactions. Therefore, the Board is seeking an approval from the shareholders for the Proposed Renewal of Shareholders’ Mandate pursuant to Paragraph 10.09 of the Listing Requirements to allow the Group to enter into such Recurrent Transactions made on an arm’s length basis and on normal commercial terms.

The obtaining of shareholders’ approval for the Proposed Renewal of Shareholders’ Mandate and the renewal of such approval on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval and when potential Recurrent Transactions with the Related Parties arise, thereby reducing substantially administrative time, inconvenience and expenses in convening such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to the Group.

The Recurrent Transactions of a revenue or trading nature undertaken within the Group are mainly to support its day-to-day operations. The Related Parties are both good customers and reliable suppliers and the transaction prices are determined by way of negotiation in the ordinary course of business and upon normal commercial terms.

The Recurrent Transactions are expected to enhance the Group’s business operations via the established relationship between the Group and the Related Parties. Such relationship will also ensure that Engtex Group will continue to have support of procurement of goods and services of required quality and likewise, ensuring its products and services meet its customers’ requirements.

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4. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

As the Recurrent Transactions are carried out in the ordinary course of business and on normal commercial terms which are not more favourable to the Related Party than those generally available to the public, the effect of such transactions on the EPS and NA per share of Engtex Group and share capital in Engtex is not expected to be different from similar transactions with a non-related party. Accordingly, the Proposed Shareholders’ Mandate is not expected to have any effect on the issued and paid-up share capital of Engtex and NA per share and EPS of the Engtex Group.

5. APPROVAL REQUIRED

The Proposed Renewal of Shareholders’ Mandate is subject to the approval being obtained from the shareholders of Engtex at the forthcoming Twenty-Fifth AGM of the Company.

6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

Tan Sri Dato’ Ng Hook is the Group Managing Director and Dato’ Ng Chooi Guan, Puan Sri Datin Yap Seng Kuan, Ng Yik Soon and Ng Koi Lin are Executive Directors of Engtex respectively. Tan Sri Dato’ Ng Hook and Puan Sri Datin Yap Seng Kuan are the indirect major shareholders of Engtex. The direct and indirect interests of the aforementioned interested Directors, major shareholders and persons connected with them as at LPD are set out below:

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Notes:

• @ Excluding a total of 2,367,901 Engtex Shares bought-back by Engtex and retained as treasury shares as at LPD.

• 1 Deemed interest via shareholding in NKG and NH pursuant to Section 8 of the Act. NKG holds 75,208,148 Shares and NH holds 192,087,152 shares directly in Engtex.

• ² Deemed interest via shareholding of his daughter, Ng Jin Chuan pursuant to Section 59(11)(c) of the Act.

• 3 Puan Sri Datin Yap Seng Kuan is the spouse of Tan Sri Dato’ Ng Hook and is deemed interested via Tan Sri Dato’ Ng Hook’s indirect interest in Engtex.

• 4 How Thong Guan owns 40% equity interests in both ECM and ECMfg, and 16% equity interest in BLSB.

• 5 Wong Ah Choo has no equity interest in EMetals, ECM, ECMfg, EMPSB and ESI, but he holds directorship in these companies. EMetals, EMPSB and ESI are 100% owned by Engtex whilst ECM and ECMfg are 60% owned by Engtex.

• Ng Koi Lin is the daughter of Tan Sri Dato’ Ng Hook and Puan Sri Datin Yap Seng Kuan.

• + Ng Lay Ping and Ng Ah Yok are sisters of Ng Brothers

• Leong Meng Sam and Kok Yean Mee do not hold any Shares directly or indirectly in Engtex.

The abovementioned interested Directors have abstained and will continue to abstain from all deliberation and voting in respect of the Proposed Renewal of Shareholders’ Mandate at all relevant Engtex Board meetings. In view of that, the said interested Directors and interested major shareholders and all persons connected with them will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposed Shareholders’ Mandate to be tabled at the forthcoming Twenty-Fifth AGM. The said interested Directors and interested major shareholders have undertaken to ensure that the persons connected with them, will abstain from voting in respect of their direct and indirect shareholdings on the resolutions pertaining to the Proposed Renewal of Shareholders’ Mandate at the forthcoming Twenty-Fifth AGM.

How Thong Guan and Wong Ah Choo hold 13,387 and 535 Shares directly in Engtex respectively whilst Leong Meng Sam and Kok Yean Mee do not hold any Shares directly or indirectly in Engtex. Accordingly, How Thong Guan and Wong Ah Choo will abstain from all deliberation and voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposed Renewal of Shareholders’ Mandate at the forthcoming Twenty-Fifth AGM.

How Thong Guan, Wong Ah Choo, Leong Meng Sam and Kok Yean Mee have undertaken to ensure that the persons connected with them will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposed Renewal of Shareholders’ Mandate at the forthcoming Twenty-Fifth AGM.

Save as disclosed above, none of the other Directors and/or major shareholders or all persons connected to the Directors and/or major shareholders of Engtex as defined in the Listing Requirements have any interest, either direct or indirect, in the Proposed Renewal of Shareholders’ Mandate.

7. DIRECTORS' RECOMMENDATION

Having considered the rationale for the abovementioned Shareholders' Mandate, your Board (save for Tan Sri Dato’ Ng Hook, Puan Sri Datin Yap Seng Kuan, Dato’ Ng Chooi Guan, Ng Yik Soon and Ng Koi Lin who are interested and deemed interested in the Proposed Shareholders' Mandate) is of the opinion that the Proposed Renewal of Shareholders' Mandate is in the best interest of the shareholders and the Company. Accordingly, we (save for Tan Sri Dato’ Ng Hook, Puan Sri Datin Yap Seng Kuan, Dato’ Ng Chooi Guan, Ng Yik Soon and Ng Koi Lin who

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are interested and deemed interested in the Proposed Renewal of Shareholders' Mandate) recommend that shareholders vote in favour of the resolution pertaining to the Proposed Renewal of Shareholders' Mandate to be tabled at the forthcoming Twenty-Fifth AGM.

8. ANNUAL GENERAL MEETING

The ordinary resolution to approve the Proposed Renewal of Shareholders' Mandate is set out as Special Business in the Notice of the Twenty-Fifth AGM contained in Engtex's Annual Report for the financial year ended 31 December 2025. The Twenty-Fifth AGM will be held at The Orenda 1, 1^st Floor, Mercure Selangor Selayang, B-G-12 Dataran Emerald, Jalan PS11, Prima Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Thursday, 28 May 2026 at 11.30 a.m.

In the event that you wish to appoint a proxy to attend and vote on your behalf, you are requested to complete, sign and return the Form of Proxy enclosed in the Company's Annual Report in accordance with the instructions printed thereon as soon as possible and in any event to reach the Registered Office of the Company or submit via email to [email protected] or alternatively, by electronic lodgement at https://www.equiti.my not later than 48 hours before the time set for the Twenty-Fifth AGM. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the Twenty-Fifth AGM should you subsequently decide to do so.

9. FURTHER INFORMATION

Shareholders are requested to refer to the appendix for further information.

Yours faithfully For and on behalf of the Board of Directors of ENGTEX GROUP BERHAD

Dato’ Leanne Koh Li Ann Chairperson of the Audit Committee

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PART B

STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

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ENGTEX GROUP BERHAD

Registration No: 200101000937 (536693-X)

(Incorporated in Malaysia)

Registered Office:

Lot 36, Jalan BRP 9/2B Putra Industrial Park Bukit Rahman Putra 47000 Sungai Buloh Selangor Darul Ehsan

29 April 2026

Directors

Dr. Lim Pang Kiam (Chairman - Independent Non-Executive Director ) Tan Sri Dato’ Ng Hook (Group Managing Director, Executive Director) Dato’ Ng Chooi Guan (Executive Director) Puan Sri Datin Yap Seng Kuan (Executive Director)

Ng Yik Soon (Executive Director)

Ng Koi Lin (Executive Director)

Ho Sin Kheong (Independent Non-Executive Director ) Dato’ Leanne Koh Li Ann (Independent Non-Executive Director )

To: The Shareholders of Engtex Group Berhad

Dear Sir/Madam,

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

1. INTRODUCTION

The Company had at the Twenty-Fourth AGM held on 22 May 2025 obtained approval from its shareholders for the Company to purchase its own shares of up to ten per centum (10%) of the total number of issued shares up to 79,430,163 of Engtex Shares.

On 1 April 2026, Engtex announced to Bursa Securities that it proposes to seek its shareholders’ approval to renew the authority for the Company to purchase its own shares of up to ten per centum (10%) of the total number of issued shares of Engtex at the Twenty-Fifth AGM to be convened.

2. DETAILS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

2.1 Introduction

The Directors propose to seek approval from the shareholders for the Proposed Renewal of Share Buy-Back Authority so that Directors can exercise the power of the Company to purchase its own Shares in circumstances which the Directors consider would be in the interest of the Company.

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The Proposed Renewal of Share Buy-Back Authority shall be effective upon the passing of the ordinary resolution in relation thereto at the Twenty-Fifth AGM and will continue to be in force until:

• (a) the conclusion of the next AGM of the Company following the forthcoming Twenty-Fifth AGM at which the authorisation is obtained, at which time the said authority will lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

• (b) the expiration of the period within which the next AGM is required to be held pursuant to Section 340(2) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

• (c) revoked or varied by ordinary resolution passed by the shareholders in general meeting,

whichever occurs first.

In accordance with Section 127(4) of the Act, the Purchased Shares may be dealt with by the Board of Directors in the following manner:-

• (i) to cancel the Purchased Shares;

• (ii) to retain the Purchased Shares as treasury shares; or

• (iii) to retain part of the Purchased Shares as treasury shares and cancel the remainder;

Where such shares are held as treasury shares, the Board of Directors may:-

• (i) distribute the shares as dividends to shareholders, such dividends to be known as “Share dividends”;

• (ii) resell the shares on Bursa Securities on which the shares are quoted, in accordance with the relevant rules of Bursa Securities;

• (iii) transfer the shares, or any of the shares for the purposes of or under an employees’ share scheme;

• (iv) transfer the shares, or any of the shares as purchase consideration; or

• (v) cancel the shares or any of the shares.

2.2 Source of Funds

The maximum amount of fund to be allocated for the purchase of Engtex Shares pursuant to the Proposed Renewal of Share Buy-Back Authority will not exceed the audited retained earnings of Engtex. As of 31 December 2025, the audited retained earnings of the Company was RM49,949,210.

The Proposed Renewal of Share Buy-Back Authority will be financed from internally generated funds and/or borrowings, the proportion of which will depend on the quantum of purchase consideration as well as the availability of the internally generated funds and bank borrowings at the time of purchase(s).

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In the event the Company decides to utilise bank borrowings to finance the Proposed Renewal of Share Buy-Back Authority, it will ensure that it has sufficient financial capability to repay the bank borrowings and that the bank borrowings will not have a material impact on the cash flow of the Company.

2.3 Share Prices

The following table sets out the monthly highest and lowest transacted prices of the Company’s shares on Bursa Securities for the past Twelve (12) months from April 2025 to March 2026:

(Source: WSJ)

The last transacted unit price per share of the Company on LPD was RM0.51.

The last transacted unit price per share of the Company on 31 March 2026 being the date prior to the announcement of the Proposed Renewal of Share Buy-Back Authority was RM0.51.

2.4 Public Shareholding Spread

As at LPD, the public shareholding spread of the Company was 52.18% in the hands of 3,903 public shareholders.

The Board is mindful that any purchase of Engtex Shares by the Company must not result in the public shareholding spread of Engtex falling below 25% of its total number of issued shares of Engtex.

2.5 Rationale and Risk Assessment

The Proposed Renewal of Share Buy-Back Authority is expected to potentially benefit the Company and its Shareholders as follows:-

• (i) the Proposed Renewal of Share Buy-Back Authority is expected to stabilise the supply and demand of Engtex Shares traded on Bursa Securities and thereby support its fundamental value;

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• (ii) in the event the Engtex Shares so purchased by the Company are cancelled, either immediately or subsequently after being held as treasury shares, it may enhance the EPS of Engtex and have a positive impact on the market price of Engtex Shares; and

• (iii) if the Engtex Shares so purchased by the Company are held as treasury shares, the Company may have the opportunity to realise capital gains if these are resold on the Bursa Securities at a price higher than their purchase price. Alternatively, the Engtex Shares so purchased can be distributed as share dividends to reward shareholders.

The Proposed Renewal of Share Buy-Back Authority would temporarily reduce the financial resources of the Group, which may result in the Company having to forgo other feasible potential investment opportunities that may emerge in the future or, at the least, deprive the Company and the Group of interest income that can be derived from the funds utilised for the Proposed Renewal of Share Buy-Back Authority. The Proposed Renewal of Share Buy-Back Authority would also reduce the amount of resources available for distribution in the form of dividends to the shareholders of the Company.

On the other hand, the financial resources of the Group may potentially increase if the purchased Engtex Shares held as treasury shares are resold at prices higher than their purchase prices.

The Board will be mindful of the interests of the Company, the Group and the shareholders in implementing the Share Buy-Back and, it will be exercised only after in-depth consideration of the financial resources of the Group.

2.6 Potential Advantages and Disadvantages of the Proposed Renewal of Share BuyBack Authority

The potential advantages of the Proposed Renewal of Share Buy-Back Authority to the Company and its shareholders are as follows:-

• (i) allows the Company to take preventive measures against speculation, particularly when its shares are undervalued which would in turn, stabilise the market price of Engtex Shares and hence, enhance investors’ confidence;

• (ii) allows the Company’s flexibility in attaining its desired capital structure, in terms of the debt and equity composition and the size of equity; and

• (iii) if the treasury shares are distributed as dividends by the Company, it may then serve to reward the shareholders of the Company.

The potential disadvantages of the Proposed Renewal of Share Buy-Back Authority to the Company and its shareholders are as follows:-

• (i) the Proposed Renewal of Share Buy-Back Authority will reduce the financial resources of the Group and may result in the Group foregoing better investment opportunities that may emerge in future; and

• (ii) as the Proposed Renewal of Share Buy-Back Authority can only be made out of the retained profits of the Company, it may result in the reduction of financial resources available for distribution to shareholders in the immediate future.

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Nevertheless, the Proposed Renewal of Share Buy-Back Authority is not expected to have any potential material disadvantage to the Company and the shareholders, as it will be implemented only after careful consideration of the financial resources of the Group and its resultant impact.

2.7 Purchases, Resale and Cancellation of Shares Made in the Previous Twelve (12) Months

During the previous 12 months from April 2025 to March 2026, being the latest practicable date prior to the printing of this Statement, Engtex had purchased 1,367,800 of its issued shares from open market for a total cash consideration of RM686,841. As at LPD 2,367,901 are being kept as treasury shares.

Details of the purchases during the previous twelve (12) months are as follows:

3. FINANCIAL EFFECTS OF THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

Based on the assumption that the Proposed Renewal of Share Buy-Back Authority is carried out in full, the effect of the Proposed Renewal of Share Buy-Back Authority on the share capital, dividend, NA, EPS and working capital of Engtex are as set out below:

3.1 Share Capital

The Proposed Renewal of Share Buy-Back Authority will not have any effect on the total number of issued shares of the Company if all the shares purchased are retained as treasury shares.

In the event that the maximum number of shares authorised under the Proposed Renewal of Share Buy-Back Authority are purchased and cancelled, the issued and paid-up share capital will be as follows:

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• The number of Engtex Shares stated is inclusive of 2,367,901 treasury shares currently held by the Company.

• (1) Assuming none of the outstanding Warrants is exercised.

• (2) Assuming all outstanding Warrants are exercised.

However, if all the Engtex Shares purchased are retained as treasury shares, the issued share capital of Engtex will not be reduced but the rights attached to the treasury shares as to voting, dividends and participation in other distribution or otherwise will be suspended. While these Engtex Shares remain as treasury shares, the Act prohibits the taking into account of such shares in calculating the number of percentage of shares in the Company for any purpose whatsoever including substantial shareholdings, takeovers, notices, requisitioning of meetings, quorum for meetings and the result of votes on resolutions.

3.2 Dividends

Assuming the Proposed Renewal of Share Buy-Back Authority is implemented in full and the dividend quantum is maintained at historical levels, the Proposed Renewal of Share Buy-Back Authority will have the effect of increasing the dividend rate of Engtex as a result of the reduction in the issued and paid-up share capital of Engtex as described under Section 3.1 above.

3.3 NA per Share and EPS

The NA per share of the Company and the Group may be increased or decreased, depending on the purchase prices of the shares to be bought back by the Company. Should the purchase prices exceed the existing NA per share, the NA of the remaining shares should decrease accordingly. And conversely, should the purchase price be lower than the existing NA per share, the resultant NA per share should increase accordingly. The effective reduction in the total number of issued shares of the Company pursuant to the Proposed Renewal of Share Buy-Back Authority would generally, all else being equal, increase the consolidated EPS of the Group.

3.4 Working Capital

Although the Proposed Renewal of Share Buy-Back Authority will reduce the working capital of the Company to the extent of the amount of funds utilised for the purchase of the Company's shares, it is not expected to have a material effect on the working capital of the Company.

4. CONDITION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY

The Proposed Renewal of Share Buy-Back Authority is subject to the approval of the Shareholders of Engtex at the forthcoming AGM.

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5. IMPLICATIONS OF THE CODE

The implementation of the Proposed Renewal of Share Buy-Back Authority would not give rise to any implication under the Code. In the event that the number of Engtex Shares bought-back subsequent to the date of this Statement were to result in any major shareholder and/or parties acting in concert holding more than 33% of the voting shares of the Company pursuant to the Code, the affected major shareholder and/or parties acting in concert will be obliged to make a mandatory offer for the remaining Engtex shares not held by them collectively.

The Company shall endeavour to carry out the Proposed Renewal of Share Buy-Back in such a manner as to ensure that it does not trigger any mandatory offer obligation under the Code for its major shareholder and/or parties acting in concert. However, in the event that the obligation to undertake a mandatory offer should arise with respect to any parties from the share buy-back exercise, the relevant parties shall make necessary application to the Securities Commission Malaysia for an exemption from undertaking the mandatory offer under the Code.

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

None of the Directors, major shareholders and persons connected to the Directors and major shareholders has any interest, whether direct or indirect, in the Proposed Renewal of Share Buy-Back Authority or the resale of treasury shares, if any.

7. SHAREHOLDINGS OF DIRECTORS AND MAJOR SHAREHOLDERS

Assuming the Company acquires the full amount of Engtex Shares authorised under the Proposed Renewal of Share Buy-Back Authority and there is no change in the number of shares held by the Directors and/or major shareholders of Engtex as at LPD and with the assumption that the Company does not purchase the Directors' and/or major shareholders' shares, for the purpose of illustration only, the effect will be as follows:

Minimum Scenario – Assuming none of outstanding warrant is exercised

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Maximum Scenario – Assuming all of outstanding warrant is exercised

• @ Excluding a total of 2,367,901 Engtex Shares bought-back by Engtex and retained as treasury shares as at LPD.

• 1 Deemed interest via shareholding in NKG and NH pursuant to Section 8 of the Act.

• ² Deemed interest via shareholding of his daughter, Ng Jin Chuan pursuant to Section 59(11)(c) of the Act.

• 3 Puan Sri Datin Yap Seng Kuan is the spouse of Tan Sri Dato’ Ng Hook and is deemed interested via Tan Sri Dato’ Ng Hook’s indirect interest in Engtex.

• Ng Koi Lin is the daughter of Tan Sri Dato’ Ng Hook and Puan Sri Datin Yap Seng Kuan.

8. DIRECTORS' RECOMMENDATION

Having considered all aspects of the Proposed Renewal of Share Buy-Back Authority, your Board is of the opinion that the Proposed Renewal of Share Buy-Back Authority is in the best interest of the Company and its shareholders. Accordingly, we recommend that shareholders vote in favour of the resolution pertaining to the Proposed Renewal of Share Buy-Back Authority to be tabled at the forthcoming Twenty-Fifth AGM.

9. ANNUAL GENERAL MEETING

The ordinary resolution to approve the Proposed Renewal of Share Buy-Back Authority is set out as Special Business in the Notice of the Twenty-Fifth AGM contained in Engtex's Annual Report for the financial year ended 31 December 2025. The Twenty-Fifth AGM will be held at The Orenda 1, 1^st Floor, Mercure Selangor Selayang, B-G-12 Dataran Emerald, Jalan PS11, Prima Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Thursday, 28 May 2026 at 11.30 a.m.

In the event that you wish to appoint a proxy to attend and vote on your behalf, you are requested to complete, sign and return the Form of Proxy enclosed in the Company's Annual Report in accordance with the instructions printed thereon as soon as possible and in any event to reach the Registered Office of the Company or submit via email to [email protected] or alternatively, by electronic lodgement at https://www.equiti.my not later than 48 hours before the time set for the Twenty-Fifth AGM. The lodging of the Form

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of Proxy will not preclude you from attending and voting in person at the Twenty-Fifth AGM should you subsequently decide to do so.

10. FURTHER INFORMATION

Shareholders are advised to refer to Section 2.7 of this Statement or the Financial Statements section of the Company’s 2025 Annual Report for further details on the purchases made by the Company of its own shares during the financial year ended 31 December 2025 and the appendix for further information.

Yours faithfully

For and on behalf of the Board of Directors of ENGTEX GROUP BERHAD

Dr. Lim Pang Kiam Chairman - Independent Non-Executive Director

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APPENDIX I

FURTHER INFORMATION

1. RESPONSIBILITY STATEMENT

This Circular has been seen and approved by the Board of Directors of the Company and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that after making all reasonable enquiries and taking into account the advice of the management of Engtex and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

The Company and its subsidiaries are not engaged in any material litigations, claims and arbitrations either as plaintiff or defendant which may have material effect on the financial position of the Company and the director do not have any knowledge of any proceedings, including those pending or threatened against the Company and its subsidiaries, which may materially or adversely affect the Company income from, title to, or position of any of the Company assets and/or businesses.

3. MATERIAL CONTRACTS

Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) which have been entered into by Engtex Group during the past two(2) years preceding the date of this Circular:-

• i) On 29 April 2024, SMSB entered into an agreement with Medan Artes Sdn. Bhd. to dispose a hotel building and related assets located at Geran 23516, Lot 50, Seksyen 31, Bandar & Daerah Kuala Lumpur for a consideration of RM22,000,000. The transaction has been completed.

• ii) On 25 June 2024, Engtex entered into an agreement with Alfred Sim Heng Guan, Chua Tze Nen, Lee Tek Lai @Tay Tek Peng, Ng Kim Hock @ Wong Kim Hock, Ho Boon Hing, Chan Tai Long and Wong Huo Kwong to acquire 100% interest in VSB the beneficial owner of a parcel of land together with a building located at Muara Tebas Land District, Senari, Kuching for a consideration of RM6,560,494. The transaction has been completed.

• iii) On 9 December 2024, LMSB entered into an agreement with NHJ Marketing Sdn. Bhd. to dispose a piece of vacant industrial land located at Mukim Sungai Buloh, Daerah Petaling, Negeri Selangor for a consideration of RM4,500,000. The transaction has been completed.

• iv) On 29 May 2025, EDIP entered into an agreement with Serendah Steel Trading Sdn. Bhd. to dispose of four (4) industrial leasehold lands located at Bandar Rasa, Daerah Hulu Selangor, Negeri Selangor for a total cash consideration of RM13,700,000. The transaction has been completed.

• v) On 19 June 2025, ELMfg entered into an agreement with Julius Kong Yik Liang to acquire a unit of leasehold condominium located at Kota Kinabalu, Sabah for a total cash consideration of RM553,000. The transaction has been completed.

• vi) On 25 June 2025, EDIM entered into an agreement with Low Nyet Voon, Low Nyet Ling, Low Yoong Lam and Low Yoong Leng to acquire a unit of freehold three-storey villa located at Bandar Sungai Buloh, Daerah Gombak, Negeri Selangor for a cash consideration of RM3,400,000. The transaction has been completed.

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• vii) On 23 December 2025, EDIM entered into an agreement with How Ek Chuan to dispose a unit of freehold three-storey villa located at Bandar Sungai Buloh, Daerah Gombak, Selangor for a cash consideration of RM3,900,000. The transaction has been completed.

4. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the Company from Mondays to Fridays (except public holidays) during business hours from the date of this Circular up to and including the date of the forthcoming Twenty-Fifth AGM:-

• i) the Company’s Constitution;

• ii) the audited consolidated financial statements of the Engtex Group for the past two (2) financial years ended 31 December 2024 and 31 December 2025;

• iii) the latest unaudited consolidated financial results of the Company since the last audited financial statements; and

• iv) material contracts referred to in Section (3) above.

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