Chapter 3

Alignment and Control

A single family owns 74.4% of PT Cipta Perdana Lancar and fills the top of both boards. The alignment is unusually literal: the founder personally guarantees every bank loan, and family land secures it. The extraction channels are modest — board pay is 9.3% of profit with no equity dilution, and the affiliate funding that ran the company before listing has been wound down to near zero. The check on the controller is behavioral, not structural.

This chapter tests the founder-control premise the report is built on: whether a 25.6% minority is riding alongside an owner-operator with skin in the game, or exposed to one with a free hand.

Sources: FY2025 Annual Report, Note 20 Share Capital [1] and Note 29 remuneration [2]; pay-to-profit derived from FY2025 net profit of Rp30.2bn.

The control stack

Two layers put the same three people in charge. A private holding company, PT Cipta Investama Lancar, directly owns 54.56% of PART; the three founders then hold another 19.84% in their own names — Hamim, the founder-CEO, 9.92%; Nenden Widiastuti 7.94%; Syamsiah 1.98% [3]. The holding company is itself owned only by those same three, split Hamim 50.00%, Syamsiah 33.33%, Nenden 16.67% [4]. Combined, the family controls 74.4% and the public float is 25.6% [5].

Source: FY2025 Annual Report, Note 20 Share Capital [6]; controlling-shareholder classification p.71 [7].

The three are one family. The filings disclose, for each of them, a "family relationship" with the other two: Hamim with the President Commissioner and a commissioner [8], and Nenden with the President Commissioner and the President Director [9]. Looking through the holding company, Hamim is the dominant economic owner with roughly 37% of PART, well ahead of the other two.

Source: derived from FY2025 Annual Report ownership diagram, p.72 [10]; look-through = direct stake plus holdco stake times 54.56%.

That block clears every practical governance threshold on its own. A 74.4% holder carries any ordinary resolution and the two-thirds majority needed to change the articles of association — as it did at the 11 August 2025 extraordinary meeting that added a metal-household-goods business line — and sits just under the three-quarters level associated with the largest corporate actions [11]. The family stake eased from exactly 75.0% at the end of 2024 to 74.4% a year later, as public warrant holders exercised into new shares [12]; dilution moved the number the wrong way for the family, not the right way. A 25.6% float cannot convene, block, or outvote anything.

The board reflects the same arithmetic, with two mitigants. Indonesia runs a two-tier structure: an executive Board of Directors and a supervisory Board of Commissioners. The directors are Hamim and Tjoeng Rino Saputra; the finance, investment and human-resources brief sits with Saputra, a professional hire from the automotive-distribution industry with no disclosed family tie and no shares [13]. The four-member commissioner board is split evenly: Syamsiah and Nenden on the family side, and two independents — Basa Sidabutar, a former capital-markets regulator [14], and Reyniel Fero Walandouw, added in 2025 as the company broadened its business lines [15]. Two of the four commissioners are independent [16] — half the board, and above the one-third minimum Indonesian listing rules set. The qualification: both independents are appointed, and removable, by the family-controlled shareholder meeting. Their oversight is a genuine improvement on paper; it is not a structural counterweight.

How the family takes value

The ways an insider can pull cash out of a company are pay, dividends, and dealings with affiliated parties. On the first two, PART is restrained.

Aggregate remuneration for all six directors and commissioners was Rp2.81bn in 2025, up from Rp2.36bn in 2024 [17]. Against net profit, that is 9.3%, down from 10.2% the prior year — pay rose 19% while profit rose 30%. There is no equity or option plan, so management is not diluting the float through incentive compensation; the entire alignment runs through shares the family already owns. The company discloses only the combined figure, not amounts per person, which is the Indonesian norm but leaves the split between the founder and the rest unquantified.

Dividends flow pro-rata, so they reward the controller and the minority on the same terms. The maiden distribution declared in 2025 was Rp4.65bn, 20% of 2024 profit [18]; of that, roughly Rp3.5bn went to the family by virtue of its 74.4% stake, and the rest to the float. As Cash and Solvency set out, the payout is small next to the capital the business is still absorbing — but it is even-handed, which is the point here.

The strongest alignment fact is on the liability side, not the pay line. Every rupiah of BCA bank debt — about Rp123bn — is backed by a personal guarantee from Hamim for the full facility amount, and secured on land certificates held personally in Hamim's and Syamsiah's own names, alongside the company's machinery and receivables [19]. The controller's personal wealth is on the line for the company's solvency. For a business this thinly capitalized in cash, that is a more binding commitment than any pay policy.

The related-party channel, mostly closed

Related-party dealing is where value most often leaks in a controlled company, and it is where PART's record has genuinely improved. Before listing, the company was partly funded by its own affiliates: in 2023 it drew Rp24.5bn from related parties and repaid Rp31.7bn, and it still carried Rp9.7bn of other receivables due from affiliates at that year-end [20], [21]. The IPO cash paid much of that down: affiliate inflows fell to Rp8.1bn in 2024 and to essentially nil in 2025.

Source: FY2024 Annual Report, Statement of Cash Flows [22]; FY2025 balances per Note 29 [23].

By the end of 2025 a single related party remained: PT Usbersa Mitra Logam, an associate. Sales to it were Rp0.58bn, 0.16% of revenue; a Rp2bn loan facility the company had extended to it at 9% a year — a rate in line with what PART itself pays BCA — was fully repaid during 2025, leaving no affiliate receivable outstanding [24]. On the disclosed record, related-party activity is now immaterial and priced at arm's length.

Two caveats keep this from being a clean bill. First, the machinery for affiliate funding is recent and was large — the Rp24–32bn flows of 2023 are two years old, not ancient history, and nothing structural prevents them returning. Second, the disclosed related-party set is narrow: PART sits inside a family business group, and several of its largest third-party customers and suppliers carry the group's own naming — PT Kurnia Karya Perdana Lancar and PT Roda Prima Lancar among them [25]. The filings classify these as third parties; a reader cannot independently confirm the boundary. This is a monitoring point, not an allegation.

What is not protected, and what to watch

The read is that alignment currently outweighs extraction risk, and does so on hard evidence rather than assurances: a controller whose personal land and guarantee stand behind the debt, pay at 9% of profit with no dilution, and an affiliate channel narrowed to near zero. The counterweight is that none of this is structural. The float has no vote that matters, the independents serve at the controller's pleasure, and the same board that cleaned up the related-party book could reopen it.

One recent action underlines the point. After year-end, at a 6 January 2026 extraordinary meeting, shareholders authorized the directors to transfer, release, or pledge all or substantially all of the company's assets, and to act as guarantor for third-party financing [26]. In a company already running on one bank line and Rp2.9bn of cash, a controller-approved mandate to encumber the whole balance sheet is a wide latitude, granted by a meeting the family alone decides.

What would change the read, in either direction: related-party balances or affiliate loans re-expanding toward their pre-IPO scale; board pay outgrowing profit or an equity plan appearing; or, on the other side, continued arm's-length discipline and the personal guarantee staying in place as the debt is refinanced. Each is a specific line in the next annual report — Note 29, the remuneration line, and the bank-loan collateral note — not a matter of judgment about intentions.