Chapter 3

Ownership and Affiliates

The public owns exactly 10.00% of CBDK; the Kusuma and Halim families control the rest through a four-layer chain ending at PT Pantai Indah Kapuk Dua. No director or commissioner owns a share directly, there is no option or share plan, and the entire board cost Rp2.7 billion in 2025 — billed through the parent. In the same year the company signed nine affiliated transactions worth Rp7,472 billion and reported no conflict of interest in any of them.

Sources: FY2025 Annual Report, Nomination and Remuneration Policy [1]; Material Information on Investment, Expansion, Divestment, Merger and Acquisition, pp.128-143, beginning with the Company's acquisition of PT IPN under the Conditional Share Subscription Agreement [2]; Note 16 Non-Controlling Interests, difference from changes in equity of subsidiaries [3].

The control chain

CBDK sits four layers below the people who control it. PT Pantai Indah Kapuk Dua Tbk (PANI) holds 87.27%, with PT Agung Sedayu and PT Tunas Mekar Jaya each holding a further 1.37% directly and the public exactly 10.00% [4]. PANI is 84.09% owned by PT Multi Artha Pratama, which in turn is split between PT Agung Sedayu and PT Tunas Mekar Jaya; PT Agung Sedayu is held 50/50 by PT Cahaya Bintang and PT Catur Kusuma Abadi Sejahtera, and PT Catur Kusuma is held in four equal quarters by Sugianto Kusuma, Richard Halim Kusuma, Alexander Halim Kusuma and Luvena Katherine Halim [5] [6]. PT Tunas Mekar Jaya is 99.9995% owned by Hindarto Budiono [7].

Sources: FY2025 Annual Report, Shareholders Structure and Composition, pp.86-87 — PT Pantai Indah Kapuk Dua Tbk at 87.27% [8] and the ownership diagram through PT Multi Artha Pratama [9]; IPO Prospectus: PT Agung Sedayu's 50/50 holders, p.170 [10]; Hindarto Budiono's stake in PT Tunas Mekar Jaya, p.172 [11].

Multiplying the chain through, PANI's 87.27% and the two direct 1.37% blocks give the Agung Sedayu / Tunas Mekar Jaya side a look-through economic interest of roughly 76% of CBDK — 84.09% of 87.27%, plus the 2.74% held directly. The remaining 13.9 percentage points of PANI's stake belong to PANI's own minority holders. For a reader who values owner-operators, the alignment is real and large. It is also entirely indirect: the annual report states plainly that as at the end of 2025 no member of the Board of Commissioners or the Board of Directors owned any shares in the company, and that Richard Halim Kusuma, the President Commissioner, is recorded as the ultimate beneficial owner through the chain above [12]. There is no employee or management share plan of any kind [13].

The board's own affiliation table names three of the ten officers as related to the controlling shareholders: Richard Halim Kusuma (President Commissioner), Steven Kusumo (President Director) and Linda Kusumo (Director) each carry a family and a management relationship with the major shareholder [14]. One of the three commissioners is independent.

What the board is paid

Total remuneration for all three commissioners and seven directors was Rp2,674 million in 2025 — 0.20% of the Rp1,364,252 million of profit attributable to CBDK's owners [15] [16]. The audited note carries the same figure and classifies all of it as short-term employee benefits [17]. The March 2026 quarter ran at Rp873 million, against Rp656 million a year earlier [18].

Two qualifications matter more than the number. First, the remuneration is paid through the parent entity as a related party — it is a recharge from PANI, not a payroll line CBDK controls, and the company states that it does not disclose individual amounts [19]. Second, for 2024 and 2023 no amount was disclosed at all: the note says only that salary and other allowances for commissioners and directors were paid by a related party [20]. A CBDK shareholder can see what the group chose to recharge, not what these people earn across the group.

Sources: CBDK FY2025 Annual Report, board remuneration p.185 [21] and profit attributable to owners of the parent p.356 [22]; PT Alam Sutera Realty FY2025 Annual Report, total remuneration p.252 [23]; PT Bumi Serpong Damai FY2025 Annual Report, salaries and other short-term employee benefits p.469 [24]; PT Lippo Karawaci FY2025 Annual Report p.194, where the Dewan Komisaris total of Rp5,399,082,438 and the Direksi total of Rp75,306,600,093 are disclosed separately [25]. Peer profit attributable to owners: ASRI p.246 [26], BSDE, profit attributable to owners of the parent company, p.461 [27]; LPKR, profit for the year attributable to owners of the parent, p.108 [28]. LPKR's remuneration figure is from its governance section; the others are from audited related-party notes.

CBDK's board costs about one-twelfth of ASRI's while its parent-attributable profit is more than four times ASRI's. On the evidence available, executive pay is not a leakage channel at this company. The disclosure gap is the live issue, not the amount.

Nine transactions, one side of the table

Every material transaction CBDK executed in 2025 was with a party under the same ultimate control. There were nine, totalling Rp7,472 billion — a third of the Rp22,576 billion balance sheet [29] — and the annual report states that throughout 2025 the company did not conduct any material transaction containing elements of conflict of interest [30].

Source: FY2025 Annual Report, Material Information on Investment, Expansion, Divestment, Merger, Acquisition and Debt Restructuring, pp.128-143: the acquisition of PT IPN [31], the KML land lease [32], and the December MAS and CGIC subscriptions [33].

Six of the nine are capital injections into CBDK's own subsidiaries, so the cash stays inside the consolidated group. The two that move money out are the third item and, indirectly, the first. The lease is the more consequential: the land under NICE, the convention centre that anchors the whole Rp2.30 trillion MICE acquisition, is not owned by CBDK. KML — a company owned directly by PT Agung Sedayu and PT Tunas Mekar Jaya — leases it to IPN for twenty years at a rent that varies with IPN's own profit or loss [34] [35]. Whatever the convention business eventually earns, the family landlord takes a contractual share of it before CBDK's minority shareholders see anything, and the arrangement carries a stated transaction value of Rp1,570 billion.

Six of the nine were appraised by KJPP Kusnanto and Rekan, retained by CBDK's management [36] [37]; the two June subscriptions went to a second firm, KJPP Suwendho Rinaldy and Rekan, assigned by the same management [38]; and the March purchase of CKBD was recorded as an exempt affiliated transaction, with no fairness opinion disclosed [39]. The company's stated rationale for dealing with an affiliate rather than a third party is that it "allows the implementation process to be carried out more efficiently and with competitive pricing" than an arm's-length alternative would [40]. No competing bid or market test is disclosed for any of the nine.

The subscription ladder into MAS and CGIC

The six subscriptions are where value actually crossed between CBDK's shareholders and the family. MAS is the operating heart of the group — Rp10,461 billion of assets and Rp1,071 billion of 2025 revenue, against CBDK's consolidated net revenues of Rp2,504 billion [41] [42]. In each round CBDK subscribed for new shares that no other shareholder took up, so its stake rose and the non-controlling holders were diluted without being paid [43].

The audited note discloses, for every round, the cash CBDK paid and the book value of the interest it thereby acquired.

Source: FY2025 Annual Report, Note 15c Difference Arising from Changes in Equity of Subsidiaries — the August 2024 round, where the Company invested in MAS and CGIC, p.406 [44]; the March and June 2025 investments in MAS and CGIC, p.407 [45]; the December 2025 investments in MAS and CGIC, p.408 [46].

In March 2025 CBDK paid Rp308,000 million for an interest in MAS carrying Rp693,301 million of book value; in June it paid Rp317,250 million for Rp648,489 million [47]. The December round reversed the direction: Rp2,000,878 million for Rp1,919,081 million of book value at MAS, and Rp799,200 million for Rp764,376 million at CGIC — both roughly 4% above book [48]. Netting the six rounds, Rp845,352 million of book value moved out of non-controlling interests and into equity attributable to CBDK's owners during 2025 — the figure appears on both sides of the audited statements, as a credit inside additional paid-in capital and as the largest debit in the non-controlling interests roll-forward, which ends the year at Rp2,956,131 million against Rp3,773,220 million at the start [49]. Against parent equity of Rp9,026,319 million at year end [50], that is 9.4%.

The same dilution moved earnings. MAS produced Rp360,199 million of total comprehensive income in 2025, of which non-controlling interests were allocated Rp114,445 million — an implied weighted-average outside stake of 31.8%, between the 44.11% they held in January and the 22.65% they held in December [51]. Had the January stake held all year, outside holders would have taken about Rp158,900 million rather than Rp114,445 million; at the December stake they would take about Rp81,600 million. On MAS's 2025 result, the ladder is worth roughly Rp44 billion of parent profit in 2025 and about Rp77 billion a year once annualised. Total non-controlling profit across the group fell from Rp170,850 million to Rp103,097 million between 2024 and 2025 while group profit rose [52].

This ladder runs in the public shareholder's favour. The longer history does not. CBDK bought its original 51% of MAS and CGIC from the same family in August 2022 for Rp4,699,823 million and Rp1,799,578 million against book values of Rp2,365,177 million and Rp942,654 million [53]. Because these were common-control transactions, no goodwill was recognised; the Rp3,191,570 million excess was charged straight to equity, and the January 2025 IPN purchase added a further Rp6,536 million, leaving a cumulative Rp3,198,105 million debit inside additional paid-in capital [54]. Set the Rp1,127,988 million of cumulative subscription credits against it and the group's dealings with itself have left a net Rp2,070,117 million hole in CBDK's paid-in capital — 23% of parent equity. The 2022 premium was paid before the January 2025 listing, so it was borne by the family rather than by the public; what the public inherited is the depleted equity account, not the loss.

The affiliate as customer, landlord and banker

Related parties also appear on the revenue line. Sales to entities under common control were Rp152,427 million in 2023 (7.80% of revenue) and Rp373,358 million in 2024 (16.60%) — PT Sedayu Sejahtera Abadi and PT Citra Abadi Mandiri — then nil in 2025 [55] [56].

Sources: FY2024 Annual Report, Note 26 p.259, sales to PT Sedayu Sejahtera Abadi and PT Citra Abadi Mandiri [57]; FY2025 Annual Report, Note 21 p.415, where PT Sedayu Sejahtera Abadi and PT Citra Abadi Mandiri fall to nil [58].

The indent model that produces CBDK's cash-up-front economics leaves it with essentially no trade receivables from ordinary buyers — Rp81 million from third parties at the end of 2024, Rp1,800 million at the end of 2025 [59]. The one exception in the record is the affiliate business: at 31 December 2024, on the balance sheet CBDK carried into its listing, the only trade receivable of consequence was Rp213,393 million owed by two sister companies, Rp212,985 million of it by PT Sedayu Sejahtera Abadi [60] against the Rp222,575 million of revenue booked to it that year [61]. It was cleared during 2025.

Affiliates sit on the other side of the advances pool too. Of the Rp9,547 billion of advances from customers, current and non-current, at the end of 2025 [62], Rp570,023 million came from related parties — Rp538,363 million of it from PT Citra Abadi Mandiri, a figure that has barely moved since 2023 [63] and stood at Rp551,876 million at 31 March 2026 [64] [65]. Roughly 6% of the pool from which reported profit is released was placed there by a company on the same side of the table.

The cash itself has a related-party address. Rp503,425 million sat at PT Bank Artha Graha Internasional and PT Bank Ina Perdana at the end of 2025 — including a Rp390,000 million time deposit at Artha Graha, up from Rp10,000 million a year earlier — while CBDK simultaneously owed Artha Graha Rp107,705 million [66], accounting for 41.9% of the group's finance costs [67] [68]. PANI charges a management fee for strategy, finance, marketing, human capital and accounting on an actual-cost-plus-10% basis, capped at Rp390,000 million a year and auto-renewing after 31 December 2026; the 2025 charge was Rp31,506 million, about a twelfth of the cap [69] [70].

Behind all of it runs an interest-free lending web. The prospectus lists facilities under which CBDK may lend up to Rp900,000 million to KML and Rp400,000 million to PT Kemilau Karya Utama, MAS may lend up to Rp950,000 million to PT Cakra Karya Semesta, and KML and PT Bumindo Mekar Wibawa may lend up to Rp2,000,000 million and Rp800,000 million to MAS — every one at 0% interest, none with a maturity date [71]. That web is how the pre-IPO balance sheet was assembled and partly unwound. During 2024 CBDK collected Rp2,398,182 million of receivables from related parties, advanced Rp1,365,763 million back out, and drew Rp1,029,922 million of interest-free affiliate borrowing — together about two-thirds of the Rp3,184,719 million by which cash rose that year, to the Rp3,478,681 million the company carried into its January 2025 listing [72] [73]. In 2025 Rp1,038,191 million of that affiliate borrowing was repaid, equal to 45% of the Rp2,301,592 million of IPO proceeds received in the same statement [74].

How the ledger reads

The governance question here is not whether management is extracting cash through pay — the numbers say it is not, and the family's roughly 76% look-through stake gives it every reason to want CBDK's shares to work. It is that the counterparty, the appraiser's client and the board approving the deal are the same interest, on a book where a third of the balance sheet changed hands with affiliates in a single year and no transaction in that year was classified as carrying a conflict of interest. The best evidence that the arrangement can favour minorities is the 2025 subscription ladder, which moved Rp845 billion of book value and about Rp77 billion a year of run-rate profit toward CBDK's owners. The strongest fact on the other side is that the pricing convention changed in December 2025, when the two largest rounds were struck about 4% above book rather than at a discount, and that a Rp1,570 billion twenty-year lease now routes a share of the convention centre's future profit to a family company that keeps the land.

What would sharpen the read: disclosure of the appraiser's valuation basis for the December rounds, an individual breakdown of board pay across the group rather than only the recharged slice, and the rent actually paid under the KML lease once IPN turns a profit. Absent those, a shareholder is relying on the ledger staying as even-handed as it was in the first three quarters of 2025, and the balance of these transactions is set by people who own the other side.