REVENUE (RM’000) 170,258120115).pdf · REVENUE (RM’000) RM170,258 GROSS PROFIT (RM’000) RM29,155 EBITDA (RM’000) RM14,719 PROFIT AFTER TAX (RM’000) RM11,681 12 Jan 2015

ANNUAL REPORT 2014

TAKING ON CHALLENGES

REVENUE (RM’000)

RM170,258GROSS PROFIT (RM’000)

RM29,155EBITDA (RM’000)

RM14,719PROFIT AFTER TAX (RM’000)

RM11,681

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Inro

OUR

VISIONMISSION

We aim to be outstanding in all ourbusiness activities as we grow tobecome a major corporate entity

To continuouslyenforce strictrequirements ofproducingquality productsand services

To create and enhanceshareholdersvalue, whilstmaintainingharmony withsociety toenhance oursustainability

To instil superiorand positivecognitionsthrough overallexcellence anddedicationamongst theemployees

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Corporate Information

Corporate Structure

Directors’ Profile

Chairman’s Statement

Five-Year Performance Highlights

Corporate Governance Statement

Additional Compliance Information

Audit Committee Report

Statement on Risk Management and Internal Control

Financial Statements

Analysis of Shareholdings

Analysis of Warrant Holdings

List of Properties

Notice of Annual General Meeting

Annexure A

Form of Proxy

02

04

06

13

18

21

29

31

35

37

111

114

116

117

CONTENTS

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2 WZ SATU BERHAD (666098-X)Annual Report 2014

BOARD OF DIRECTORSYM Tengku Dato' Sri Uzir Bin Tengku Dato'UbaidillahChairman/Chief Executive(Appointed on 24 October 2013)

Tan Ching KeeManaging Director

Tan Teng HengExecutive Director(Appointed on 24 October 2013)

Dato' Ir. William Tan Chee KeongExecutive Director(Appointed on 12 May 2014)

Tan Chong BoonExecutive Director

Dato' Ir. Mohd Ghazali Bin KamaruzamanExecutive Director(Appointed on 24 October 2013)

Dato' Amin Rafie Bin OthmanDeputy ChairmanSenior Independent Non-Executive Director

Dato' Siow Kim LunIndependent Non-Executive Director

Dato' Yeong Kok HeeIndependent Non-Executive Director

Rosli Bin ShafieiIndependent Non-Executive Director(Appointed on 28 October 2014)

Datuk Idris Bin Haji HashimIndependent Non-Executive Director(Appointed on 20 November 2014)

Ng Chong TinAlternate Director to Tan Chong Boon(Re-designated as Alternate Director on 12 May 2014)

Choi Chee KenAlternate Director to Dato' Ir. MohdGhazali Bin Kamaruzaman(Appointed on 28 October 2014)

CORPORATEINFORMATION

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CORPORATEINFORMATION

3WZ SATU BERHAD (666098-X)Annual Report 2014

AUDIT COMMITTEEDato' Siow Kim Lun (Chairman) Dato' Yeong Kok Hee Rosli Bin Shafiei (Appointed on 28 October 2014)

REMUNERATIONCOMMITTEEDato’ Amin Rafie Bin Othman(Chairman) Tan Ching KeeDato' Yeong Kok HeeDato' Ir. William Tan Chee Keong(Appointed on 25 September 2014)Dato' Siow Kim Lun(Appointed on 25 September 2014)

NOMINATION COMMITTEE

Dato' Amin Rafie Bin Othman(Chairman)Dato' Siow Kim LunDato' Yeong Kok Hee(Appointed on 25 September 2014)

COMPANY SECRETARIESChua Siew Chuan (MAICSA 0777689)Pan Seng Wee(MAICSA 7034299)

REGISTERED OFFICELevel 7, Menara Milenium,Jalan Damanlela,Pusat Bandar Damansara, Damansara Heights,50490 Kuala Lumpur.Tel : 03-2084 9000Fax : 03-2094 9940

PRINCIPAL PLACE OF BUSINESSLot 1890, Jalan KPB 9Kawasan Perindustrian Balakong43300 Seri KembanganSelangor Darul EhsanTel : 03-8962 2228Fax : 03-8962 2226E-mail : [email protected] : www.wzs.my

AUDITORSTai, Yapp & Co. (AF 0205)No 3-2, Jalan Indrahana 2Off Jalan Kuchai Lama58200 Kuala LumpurTel : 03-7983 0277Fax : 03-7981 9912

SHARE REGISTRARSecurities Services (Holdings) Sdn Bhd(36869-T)Level 7, Menara Milenium,Jalan Damanlela,Pusat Bandar Damansara,Damansara Heights,50490 Kuala Lumpur.Tel : 03-2084 9000Fax : 03-2094 9940

PRINCIPAL BANKERSMalayan Banking Berhad (3813-K)United Overseas Bank (Malaysia) Berhad(271809-K)

STOCK EXCHANGEMain Market Bursa Malaysia Securities BerhadStock Name : WZSATUStock Code : 7245Warrant Name : WZSATU-WAWarrant Code : 7245WA

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100%

MISI SETIA OIL AND GAS SDN BHD*

100%

WZS KENKEONG SDN BHD(Formerly known as Kenkeong Sdn Bhd)

49%

SE SATU SDN BHD

100%

WENG ZHENG MARKETING SDN BHD**

Civil Engineeringand Construction

Manufacturingand Trading

Others

Oil and Gas

100%

WENG ZHENG SDN BHD

100%

PT WZ STEEL

100%

WZS POWERGEN SDN BHD

100%

WENG ZHENG TRADING SDN BHD

Mining

* Acquired on 31 October 2014.** Entered into share sale agreement to dispose on 21 November 2014.


CORPORATESTRUCTURE

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CAPITALIZING ONRESOURCESWe invest in state-of-the-art technology in order to optimize efficiencyand maximize productivity. Equipped with top-notch skills andequipment, our employees are able to perform at their best.

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YM TENGKU DATO’ SRI UZIRBIN TENGKU DATO’UBAIDILLAHExecutive Chairman / Chief Executive

YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah, aged 55,graduated from City University, UK, with a Bachelor of Science(Honours) Degree in Civil Engineering in 1983.

He started his career with Jabatan Kerja Raya as an engineerbefore joining the private sectors.

He was the Managing Director cum Chief Executive Officer ofMalaysian General Investment Corporation Berhad (now known asSumatec Resources Berhad) from 1990 to 1993. He has alsoserved on the Board of Road Builder (M) Holdings Berhad, KurniaSetia Berhad and Project Penyelenggaran Lebuhraya Berhad, allof which were public listed companies. He was appointed as anExecutive Director of Tanah Makmur Berhad in 2011 until he wasre-designated as the Alternate Director in 2013 pursuant to hisappointment as Chairman and Chief Executive of the Group on 24October 2013.

He has vast business experience in various industries, especiallyin civil engineering, construction, plantation and propertydevelopment.

TAN CHING KEEManaging Director

Mr. Tan Ching Kee, aged 55, was appointed to the Board on 26 October 2007 and he is also a member of the RemunerationCommittee. Mr. Tan commenced his career in the iron and steelindustry in 1978. He started his own steel company in 1985. Mr. Tan launched the Company into the downstream value-addedproduction of cold drawn bright steel polished shafts to service theengineering support industry.

Mr. Tan has accumulated extensive knowledge during his 36 yearsof experience in the steel trading business, with an overlap of 18years of having been involved in the daily operations andmanagement of cold drawn bright steel polished shaft production.He is responsible for the Group’s steel division.

Mr. Tan Ching Kee is the brother of Mr. Tan Chong Boon, a Directorof the Company and brother-in-law of Mr. Ng Chong Tin, anAlternate Director of the Company.


DIRECTORS’ PROFILE

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TAN TENG HENGExecutive Director

Mr. Tan Teng Heng, aged 50, is a member of the The MalaysianInstitute of Certified Public Accountants. He was appointed as theGroup’s Chief Financial Officer and Executive Director on 24October 2013.

He was trained in the big four audit and consultancy firms. He iswell exposed to the capital markets through various capacities insenior management positions, principally in Malaysia with a stintin Hong Kong. He was the CEO of an option and futures companywhich was then a member of KLOFFE (Kuala Lumpur Option andFinancial Futures Exchange). Prior to joining WZ Satu Berhad, hewas with HwangDBS Investment Bank Berhad as Senior VicePresident.

DATO’ IR. WILLIAM TAN CHEE KEONGExecutive Director

Dato’ Ir. William Tan Chee Keong, aged 59, is a member of TheInstitution of Engineers, Malaysia and registered ProfessionalEngineer. He graduated from The University of Nottingham with anHonours degree of Bachelor of Science in Civil Engineering. Hewas appointed as the Group’s Executive Director on 12 May 2014.

He started his career in Jabatan Kerja Raya and worked there from1980 to 1984. He was involved in numerous road constructionprojects and bridge designing assignments. Later, he joined KenHoldings Sdn Bhd and Dayapi Bhd as a project manager taskedwith overseeing various road and bridge construction projects.

He joined the Road Builder Group in 1992 as a Senior ProjectManager (later Project Director) and he was involved in leading ateam to complete several large-scale construction contracts andinfrastructure developments. He was subsequently appointed asan Executive Director in Road Builder (M) Sdn Bhd and as aDirector in several subsidiaries within the Group. During thatperiod, he was directly responsible for the engineering,procurement and implementation aspects of construction projectsand the management of highway concessions.

He founded WZS KenKeong Sdn Bhd (formerly known asKenKeong Sdn Bhd) in 2007 after he left the Road Builder Group.Under his leadership, the Company secured several middle andlarge scale projects including foundation and basement works fora Mont Kiara residential block, several bridges of the Sungai BesiHighway Extension Project, some earthworks and bridge packagesfor the Electrified Double Tracking Project (“EDTP”) and theearthworks and infrastructure works for the Automotive IndustrialPark, Pekan and Halal Hub, Pasir Mas.



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TAN CHONG BOONExecutive Director

Mr. Tan Chong Boon, aged 49, graduated from Universiti PutraMalaysia (UPM) with an honours degree in civil engineering andwas appointed to the Board on 26 October 2007.

He has experience in the areas of designing and building civil andstructural works. Upon graduating in 1991, he joined a civil andstructural consulting company as a Design Engineer before joiningWZ Satu Group in 1994. He successfully established the Group’scold drawn bright steel production plant in 1995 and later, hemanaged the Group’s venture into the production of high-end free-cutting polished shafts for office automation.

Mr. Tan Chong Boon is the brother of Mr. Tan Ching Kee, a Directorand major shareholder of the Company.

DATO’ IR. MOHD GHAZALI BINKAMARUZAMANExecutive Director

Dato’ Ir. Mohd Ghazali Bin Kamaruzaman, aged 49, is a memberof The Institution of Engineers, Malaysia and Board of Engineers,Malaysia. He holds a bachelor’s degree in Civil Engineering fromVictoria University of Technology, Melbourne, Australia and amaster’s degree in Project Management from Universiti TeknologiMara (UiTM).

He started his career in 1988 with the Shire of Melton, VictoriaAustralia as a design Engineer in Water and Sewerage Divisionresponsible for design, tendering and construction of Water andSewerage within the Shire. Upon returning to Malaysia he joinedPATI Sdn Bhd as Engineer responsible for tendering execution andimplementation of Continuously Reinforced Concrete Pavement(CRCP) from Bukit Raja Klang to Tapah Perak. He was laterattached to PATI Pave Sdn Bhd responsible for the tendering,execution and implementation of pavement works within the Group.Among notable projects – North South Expressway, Second Link,Central Link, Manila Cavite Expressway, Jalan Pahang, LebuhrayaPantai Timur (LPT), PUTRA LRT, KL – Salak Expressway, BangiSeremban Third Lane Widening, Simpang Pulai – Blue Valley.

In 2005, he founded Prisma Simfoni Sdn Bhd specialized in roadconstruction, earthworks building construction and waterworks.Some of the notable projects delivered were Third Lane WideningTg. Malim to Slim River, Missing Link Awan Besar to KESASHighway, UPSI infrastructure works, Batu Embun Water Intake andTreatment Plant, Herbal Centre Phase 2 for Technology ParkMalaysia, Commercial & Office Building for UDA (North) inSeberang Prai and Non Revenue Water (NRW) for PAIP.

He has over 25 years of experience in civil engineering works. Hewas involved in the planning, designing and building of drainage,buildings and roads. He was appointed as an Executive Directoron 24 October 2013.

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DATO’ AMIN RAFIE BIN OTHMANSenior Independent Non-Executive Director

Dato’ Amin Rafie Bin Othman, aged 55, was appointed to theBoard on 26 October 2007. He is the Deputy Chairman and SeniorIndependent Non-Executive Director of the Board. He is also theChairman of the Remuneration Committee and the NominationCommittee. He graduated from the University College of Wales,Aberystwyth, with a joint honours degree in Economics andInternational Politics in 1982. He also holds a Master of BusinessAdministration degree from the City University of London, UnitedKingdom.

Dato’ Amin is currently the Chairman of Asia Solar GenerationVentures Sdn Bhd, and the Managing Director of PlynlymonCapital Sdn Bhd and Rampai Ulltima Sdn Bhd. He is also a Directorof PDAC Formis Sdn Bhd (Brunei).

In a career spanning over 27 years, Dato’ Amin has also served asthe Managing Director of Dubai Group Sdn Bhd, the CEO ofMayban Investment Sdn Bhd, the Managing Director of PJB CapitalSdn Bhd, the Executive Director of Smith Zain Securities, the SeniorGeneral Manager and a Director of Rashid Hussain AssetManagement Sdn Bhd. He is also a past President of the MalaysianAssociation of Asset Managers and was a member of the ListingCommittee of Bursa Malaysia Securities Berhad.

DATO’ SIOW KIM LUNIndependent Non-Executive Director

Dato’ Siow Kim Lun, aged 64, was appointed to the Board on 26October 2007. He is the Chairman of the Audit Committee and amember of the Nomination Committee and RemunerationCommittee. He holds a bachelor’s degree in Economics (Honours)from Universiti Kebangsaan Malaysia and a master’s degree inBusiness Administration from the Catholic University of Leuven,Belgium. He also attended the Advanced Management Program inHarvard Business School.

Dato’ Siow has considerable experience in corporate finance andsecurities market regulatory matters. He started his career ininvestment banking with Malaysian International Merchant Bankersin 1981 and has served as a Manager in its Corporate Financedivision.

In 1985, he joined Permata Chartered Merchant Bank Bhd (nowknown as Affin Hwang Investment Bank) as the Manager ofCorporate Finance. He later became the Divisional Head of itsCorporate Finance division.

Between 1993 and 2006, Dato’ Siow was with the SecuritiesCommission where he served as the Director of its Issues andInvestment division as well as the Director of its Market Supervisiondivision.

Dato’ Siow is currently a Director of Citibank Berhad, UMWHoldings Berhad, Kumpulan Wang Persaraan, Hong LeongAssurance Berhad, EITA Resources Berhad, Eco WorldInternational Berhad, Sunway Construction Group Berhad andMainStreet Advisers Sdn Bhd. He is also a member of the LandPublic Transport Commission.

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DATUK IDRIS BIN HAJI HASHIMIndependent Non-Executive Director

Datuk Idris bin Haji Hashim, aged 62, was appointed as anIndependent Non-Executive Director on 20 November 2014. Hegraduated from Universiti Teknologi Mara (UiTM) with a Diplomain Town and Regional Planning in 1975. Later, he furthered hisstudies in United States and graduated with a postgraduate degreeof Master of Science, City and Regional Planning from IllinoisInstitute of Technology, Chicago in 1978.

He started his career as an assistant town planner with ArkitekBersekutu Malaysia in 1975, where he participated in projects suchas Pusat Bandar Bukit Raden, Kompleks Perdagangan Kuantan inPahang and Bangunan Sri Mara in Kuala Lumpur. Uponcompleting his postgraduate studies, he was attached to North-Eastern Illinois Planning Commission, Chicago as a Planner wherehe was involved in various large projects in the State of Illinois aswell as the New Jeddah International Airport, King Abdul AzizUniversity and Automotive Centre for Sears Roebuck & Co. He wasappointed as a lecturer in the School of Architecture, Planning andSurveying of UiTM in 1980.

Currently, he is the Chairman of Perbadanan Nasional Berhad anddirector of Focus Point Holdings Berhad and Berjaya Food Berhad.

ROSLI BIN SHAFIEIIndependent Non-Executive Director

Encik Rosli Bin Shafiei, aged 62, was appointed as an IndependentNon-Executive Director on 28 October 2014. He is a member ofthe Audit Committee. He holds an Advanced Diploma inAccountancy from ITM (presently known as UiTM) and is amember of the Malaysian Institute of Accountants.

He has extensive experience and exposure in finance, insuranceand banking, infrastructure and building construction, offshoreconstruction, installation and oil and gas related services industrieshaving held several senior positions in public listed and privatecompanies.

He had served as General Manager Finance & Administration,Accountant, Management Accountant, Credit Manager and BranchManager in several companies, namely Crest Petroleum Bhd,United Engineers (M) Bhd, PATI Sdn Bhd and SPK Bowring Marsh& McLennan Sdn Bhd. He was appointed as the Chief OperatingOfficer/Director of PATI Sdn Bhd, responsible for the operations ofthe Group which was primarily involved in construction, quarryingand supplying construction materials, following its acquisition byUEM Group.

Subsequently in 2003, he assumed the position of Chief FinancialOfficer for UEM Builders Bhd upon completion of acquisition ofIntria Bhd and restructuring of the UEM Group. He left UEMBuilders Bhd upon attaining the mandatory retirement age in 2007.He was also appointed as Chief Financial Officer for Willis(Malaysia) Sdn Bhd, insurance brokers and consultants fromJanuary 2011 to February 2013.



12 Jan 2015 4:50 PM



DATO’ YEONG KOK HEEIndependent Non-Executive Director

Dato’ Yeong Kok Hee, a Malaysian, aged 54, was appointed to theBoard on 26 October 2007 as an Independent Non-ExecutiveDirector. He is a member of the Audit Committee, RemunerationCommittee and Nomination Committee. Dato’ Yeong is known notonly in the information technology arena, but also in the financialservices and corporate sector.

Dato’ Yeong is currently a consultant and a Vice President of CSCMalaysia Sdn Bhd, a position that he has held since 1999. As thecompany’s consultant, he is focused in the areas of ManagedServices, Technology Consulting and Complex System Integration.

He has established and developed a significant number of strategicrelationships and alliances with the senior management of thefinancial and governmental sectors.

NG CHONG TINAlternate Director to Mr. Tan Chong Boon

Mr. Ng Chong Tin, aged 49, was appointed to the Board on 26 October 2007. On 12 May 2014, he was re-designated asAlternate Director to Mr. Tan Chong Boon.

He embarked on his career in the steel industry in 1985 and jointhe Group in its early days as a co-founder and Director.

To date, Mr. Ng has 31 years of experience in the development ofsales and marketing strategies based on customer feedback as wellas analysing changing consumer trends. Mr. Ng is primarily incharge of the sales and marketing functions of the Group’s steeltrading business.

Mr. Ng Chong Tin is the brother-in-law of Mr. Tan Ching Kee, aDirector and major shareholder of the Company.

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CHOI CHEE KENAlternate Director to Dato’ Ir. Mohd Ghazali Bin Kamaruzaman

Mr. Choi Chee Ken, aged 51, was appointed as Alternate Directorto Dato’ Ir. Mohd Ghazali Bin Kamaruzaman on 28 October 2014.He holds a bachelor’s degree in Civil Engineering from Universityof Ohio, USA.

He has over 20 years of working experience in the construction andbuilding materials industries. He began his career as an Engineerin Associated Concrete Product Sdn Bhd in 1989. Later, he joinedSepakat Setia Perunding Sdn Bhd as a Consultant Engineer. From1996 until 2005, he was a Senior Project Manager in Road Builder(M) Sdn Bhd.

He teamed up with Dato’ Ir. William Tan Chee Keong to form WZSKenKeong Sdn Bhd (formerly known as KenKeong Sdn Bhd) in2007 and currently, he is an Executive Director of WZS KenKeongSdn Bhd.



• All Directors are Malaysian.

• Save as disclosed, none of the Directors have:1. any family relationship with any Director and/or

major shareholder;2. any conflict of interest with Company; and3. any convictions for offences within the past 10

years other than traffic offences, if any.

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This is a 16-month reporting period due to a change in the financial year end from 30 April to 31August. The change was made to facilitate major transformation exercises that has propelled theGroup to greater heights.

This financial period was a very exciting and interesting time where we saw the emergence ofnew shareholders and a new management team to spearhead the Group’s transformationprogramme which involves our diversification into high growth and profitable sectors like the civilengineering and construction, mining and oil and gas industries. These new businesses havestarted to provide significant revenue and earning streams for the Group.

Going forward, the Group is optimistic of its abilities to organically grow the new businesses at acommendable rate. This has been demonstrated by the expanding order book at our civilengineering and construction subsidiary, WZS KenKeong Sdn Bhd (formerly known as KenKeongSdn Bhd) (“WZS Kenkeong”). In addition, through our associated company, SE Satu Sdn Bhd,we have been able to expand the scope of our bauxite mining works by securing additional bauxitereserves within neighbouring land to our existing operations. We are equally optimistic of thenewly acquired oil and gas subsidiary, Misi Setia Oil and Gas Sdn Bhd’s (“MISI” ) contribution tothe Group.

The proposed disposal of one of our steel subsidiaries, Weng Zheng Marketing Sdn Bhd, augurswell for the Group as the proceeds will be better deployed to achieve a greater return on its assetsemployed and creating better shareholder value.

TRANSFORMATION AND CORPORATE DEVELOPMENTThe Group adopted a multi-pronged approach in its transformation programme, whichencompasses fund raising, acquisitions and operational aspects.


CHAIRMAN’SSTATEMENT

ON BEHALF OF THE BOARD OF DIRECTORS OF WZ SATUBERHAD, I AM PLEASED TO PRESENT OUR ANNUALREPORT AND AUDITED FINANCIAL STATEMENTS FOR THEFINANCIAL PERIOD ENDED 31 AUGUST 2014.

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FUND RAISING

As at the date of this statement, the Group has raised RM131 million through the issuance ofshares for acquisitions, private placements pursuant to Section 132D of the Companies Act,1965, rights issue, 30% Bumiputera private placements and disposal of treasury shares. Theshareholders and other stakeholders have endorsed our fund raising exercises with placementshares duly taken up and rights issue oversubscribed.

The proposed disposal of the steel subsidiary and the plan to resize the remaining steelbusinesses will further boost the Group’s cash position. The funds raised together with the cashgenerated from its business operations are adequate to fund the Group’s requirements in theforeseeable future.

ACQUISITION AND DIVERSIFICATION

The Group’s acquisition and diversification strategy has been successful. The results of theacquisition exercises carried out by the Group have benefited all parties, be it our acquirees,employees or other stakeholders such as bankers and suppliers.

The execution of the Group’s acquisition strategy is commendable, with each newly acquiredsubsidiary successfully integrated into the Group on the operational level and in areas ofbusiness philosophy and ethos.

Most importantly, the acquisitions were accretive to shareholder value. We believe this benefitwill continue to grow, and it will be harnessed by the Group through synergies.

Oil and Gas Industry

The acquisition of MISI was completed in the first quarter of financial year 2015. The acquisitioncame with an average profit guarantee of RM4 million per annum from calendar year 2015 to2017.

MISI holds a Petronas license to supply products and services to the Petronas group ofcompanies, production sharing contract companies as well as engineering, procurement,construction and commissioning (EPCC) contractors for Malaysian oil and gas projects awardedby Petronas or production sharing contract companies. It also holds a Class A gas contractorwith the Energy Commission. MISI is principally involved in the design, procurement, fabrication,installation and commissioning of skid packages, onshore oil and gas pipeline transmissionsystems and plant terminal projects. Some notable completed projects include the biodieselpackage 5 projects, mechanical and piping work for the Hijau Gasoil Project for Shell Refining,EPCC of Kuantan Bulk Depot and EPCC of Labuan Gas Terminal.

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MISI is also engaged in oil and gas product trading and the provision of after-sales services. It is alsothe exclusive distributor of Cameron valves, GE flow meters, CCI control valves, Scott Safety flame andgas detection devices.

The Refinery and Petrochemical Integrated Development project (RAPID) together with the associatedfacilities is expected to cost around RM90.0 billions. This development augurs well for MISI and givenits track record, we are optimistic that it will secure its fair share of the RAPID project.

Civil Engineering and Construction

The acquisition of WZS KenKeong was completed in May 2014. The acquisition came with an averageprofit guarantee of RM5.67 million per annum for 3 financial years, from 2015 to 2017.

WZS KenKeong specializes in undertaking civil engineering and infrastructure construction work,especially elevated structures such as elevated highways and bridges. WZS KenKeong’s order book hasgrown of late with its success in securing several contracts recently, such as Penang Bridge Phase 2AElevated Highway, bridge structure under the Sri Damansara Link of Duta Ulu Kelang Expressway(“DUKE”) Phase 2 Extension, MCKIP Elevated Diamond Interchange and MCKIP Infrastructure Worksto Kuantan Port City Link Road.

WZS KenKeong’s expertise in constructing elevated highways will enable it to capitalize on the upcomingmajor infrastructure projects such as the Kinrara-Damansara Expressway (KIDEX), the Damansara-ShahAlam Elevated Expressway (DASH), the Sungai Besi-Ulu Kelang Expressway (SUKE) and the EasternKlang Valley Expressway (EKVE), which substantially are elevated highways. We are optimistic that WZSKenkeong will be able to secure new contracts, especially those that feature elevated structures. Weare confident that this will boost its order book and ability to contribute meaningfully to the Group’sfuture profitability.

Bauxite Mining

The Group’s foray into bauxite mining through its associated company, SE Satu Sdn Bhd is a greatsuccess. The Group’s venture has become a hugely profitable investment with profit after tax of RM4.5 million during the period under review. The bauxite recovery rate was better than expected andwe have to further ramp up our increased production capacity with additional mining plants. We havealso managed to expand the scope of our mining works to enhance profitability. Furthermore, we havefor the first time managed to secure mining reserves. Hence, we are optimistic that we can extend thelifespan of this profitable venture.

We expect that the full year contribution from our bauxite mining business to be substantially higher inthe coming financial year.

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GROUP’S FINANCIAL PERFORMANCEThe transformation of the Group has started to yield commendable results.

The Group recorded a revenue of RM170.26 million for the 16-month period ended 31 August 2014 comparedto RM86.93 million registered in the 12-month period ended 30 April 2013. Despite a longer accounting period,the growth in revenue is principally from the consolidation of our civil engineering and construction subsidiarysince May 2014.

The Group posted a substantial jump in net profit to RM11.68 million for the 16-month financial period ascompared to RM2.71 million for the 12-month period ended 30 April 2013. The growth in after-tax profit was theresult of significant contributions from our civil engineering and construction subsidiary, WZS KenKeong, and themining associate, SE Satu Sdn Bhd.

The newly acquired construction and civil engineering subsidiary company, WZS KenKeong, earned a revenueand profit after tax of RM54.61 million and RM7.49 million, respectively. Our bauxite mining associate, SE SatuSdn Bhd, contributed RM4.48 million at the profit after tax level whilst the turnover was not consolidated.

The manufacturing and steel divisions’ turnover during the period under review was RM115.65 million but itincurred a loss after tax of RM0.29 million. This reflects the extremely tough operating environment for themanufacturing and steel division. The situation was also exacerbated by the initial start-up costs and losses atour Indonesia plant.



0

0.5

1

1.5

2

2.5

Share Price Performance

Closing Price

* The above share prices were not adjusted for issuance of new shares and warrants.

12 Jan 2015 4:50 PM

REWARDS TO SHAREHOLDERS The company issued 95,000,000 free warrants on the basis of one (1) free warrant for everytwo (2) existing ordinary shares as a reward to our shareholders for their continuous supportduring our transformation exercise. Each warrant entitles the registered holder to subscribe forone (1) new WZ Satu share at the exercise price of RM0.60 at any time within 10 years,commencing from the date of listing of warrants.

ACKNOWLEDGEMENT I would like to record our appreciation to Dato’ Siow Kim Lun and Mr. Ong Teck Chuan for theirpast services rendered to the Group. Dato’ Siow Kim Lun will be retiring and has decided not toseek for re-election in the forthcoming Annual General Meeting; whilst Mr. Ong Teck Chuan hadresigned during the financial period.

I would like to warmly welcome the new members of the Board, namely, Dato’ Ir. William TanChee Keong, Dato’ Ir. Mohd Ghazali Bin Kamaruzaman and Mr. Tan Teng Heng as ExecutiveDirectors. In addition, I would like to further extend a warm welcome to Encik Rosli bin Shafiei,Datuk Idris bin Haji Hashim and Mr. Choi Chee Ken as Independent Non-Executive Directorsand Alternate Director, respectively. The Group stands to benefit from the diverse and invaluableexperience of the new additions to the Board.

I wish to express my appreciation to our stakeholders who consist of shareholders, bankers,customers and suppliers for their support and confidence in the Group.

Finally, I would like to extend my sincere appreciation to the Board of Directors, managementand staff for their dedications and contributions which are pivotal to the Group’s rise to newheights.

On behalf of the Board,

TENGKU DATO’ SRI UZIR BIN TENGKU DATO’ UBAIDILLAHChairman/Chief Executive



12 Jan 2015 4:50 PM

16 months 12 months 12 months 12 months 12 months 2014 2013 2012 2011 2010 RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 170,258 86,932 84,684 73,288 74,970

Gross Profit 29,155 8,907 10,133 10,313 11,433

EBITDA 14,719 7,594 6,311 6,452 7,527

Depreciation and amortisation (3,654) (2,825) (3,515) (3,459) (3,033)

Finance costs (2,384) (1,963) (1,524) (1,394) (1,619)

Share of results of an associate,net of tax 4,476 - - - -

Profit before tax 13,157 2,806 1,272 1,599 2,875

Taxation (1,476) (93) (471) (392) (632)

Profit after tax 11,681 2,713 801 1,207 2,243

Weighted Average Number of WZ Satu shares ('000)* 124,662 98,858 99,075 99,613 99,992

Gross margin (%) 17.12% 10.25% 11.97% 14.07% 15.25%

PAT margin (%) 6.86% 3.12% 0.95% 1.65% 2.99%

Basic EPS (sen) 9.37 2.74 0.81 1.21 2.24

* net of treasury shares


FIVE-YEAR PERFORMANCEHIGHLIGHTS

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14 13 12 11 10

Revenue(RM’000)

170,

258

86,9

32

84,6

84

73,2

88

74,9

70

14 13 12 11 10

Gross Profit(RM’000)

29,1

55

8,90

7

10,1

33

10,3

13

11,4

33

14 13 12 11 10

EBITDA(RM’000)

14,7

19

7,59

4

6,31

1

6,45

2

7,52

7

14 13 12 11 10

Profit After Tax(RM’000)

11,6

81

2,71

3

801

1,20

7

2,24

3

+227%+96% +331%+94%

FIVE-YEAR PERFORMANCE

HIGHLIGHTS


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BUILDING EXTRAORDINARYACHIEVEMENTSThanks to our expertise and determination, we are able to take on alltypes of infrastructural and architectural projects. We rise to everychallenge, and we are ready to spur development across the nation.

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CORPORATEGOVERNANCE STATEMENT


The Board is committed to maintaining and adopting the corporate governance best practices throughout the Group. To this end, it hasapplied the corporate governance principles and best practices promulgated in the 2012 Malaysian Code on Corporate Governance(“ the Code” ) released by the Securities Commission Malaysia and provisions in the Main Market Listing Requirements of Bursa MalaysiaSecurities Berhad (“MMLR” ).

The Board is pleased to report below on the extent to which the principles and best practices of the Code were applied through thefinancial period ended 31 August 2014.

The Board

It is the overall governance responsibilities of the Board to lead and control the Group. Amongst others, these responsibilities includecharting the strategic direction of the Group and supervising its affairs to ensure its success; implementation of suitable and effectiveinternal controls and risk management; and ensuring compliance with the relevant laws, regulations, guidelines and directives.

Board Roles and Responsibilities

The Board has established clear functions reserved for the Board and those delegated to management. This allocation of responsibilitiesreflects the dynamic nature of the relationship necessary for the Company to adapt to changing circumstances. Key matters such asapproval of annual and interim results, acquisitions and disposals, as well as material agreements are reserved for the Board, while acapable and experienced management team is put in charge to oversee the day-to-day operations of the Company.

In line with the practice of good corporate governance, the Board has established and implemented various processes to assist membersof the Board in the discharge of their roles and responsibilities. The Board’s roles and responsibilities include the following:-

1) Reviewing and adopting a strategic plan for the Group;2) Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;3) Reviewing principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;4) Reviewing the adequacy and integrity of the Group’s internal control system and management information system, including systems

for compliance with applicable laws, regulation, rules, directives and guidelines;5) Reviewing and approving succession planning, including appointing, training, compensating and where appropriate replacing key

principal officers; and6) Developing and implementing an investors relations programme or shareholder communication policy for the Group.

Board Charter

The Board is guided by a charter which was reviewed and adopted on 20 November 2014. The Board Charter sets out the principal roleof the Board, the functions, roles, responsibilities and powers of the Board and its various committees.

The Board Charter will be reviewed periodically and updated in accordance with the needs of the Company and any new regulations.

Composition and Board Balance

The present composition of the Board includes a sufficient number of Independent, Executive and Non-Executive Directors as prescribedby Paragraph 15.02 of the MMLR to facilitate effective and independent decision making and balance of power.

As at the date of this Annual Report, the Board has 13 members comprising six (6) Executive Directors, five (5) Independent Non-Executive Directors and two (2) Alternate Directors. The Board Members have diverse backgrounds and experience in various fields.Collectively, these Board members bring their strength to bear on issues of oversight, strategy, performance, control, resource allocationand integrity.

The Board has identified Dato’ Amin Rafie Bin Othman to be the Senior Independent Non-Executive Director to whom concerns may beconveyed by shareholders and the general public. In line with the commentary set out in Recommendation 2.1 of the Code. Dato’ AminRafie Bin Othman is also the Chairman of the Nomination Committee.

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The profiles of the members of the Board, are set out on Pages 6 to 12 of this Annual Report.

Under the Code, it is recommended that the Board must comprise a majority of Independent Directors where the Chairman of the Boardis not an Independent Director. Currently, the Chairman position is held by an Executive Director. Despite the Chairman being an Executivemember of the Board, the Board has the presence of Independent Non-Executive Directors with distinguished records and credentials toensure that there is independent judgment. The Board considers its current size adequate given the existing scope and nature of theGroup’s operations. The Independent Non-Executive Directors vocalize their concerns whenever necessary to ensure proper checks andbalances are in place in Board decisions and implementation of policies. The Board is satisfied that notwithstanding Tengku Dato’ Sri’sexecutive chairmanship, he has shown deep commitment, impartial leadership, and abilities in discharging his duties effectively. In orderto ensure effective conduct of the Board, the Board conducts its proceedings in accordance with the statutory requirements and bestpractices and it has appointed a Deputy Chairman of the Board, who is a Senior Independent Non-Executive Director.

The Board has noted the various policies and best practices recommended in the Code and would adopt relevant policies in due coursein order to further strengthen its governance functionality.

Appointments to the Board

In compliance with the Code, the Nomination Committee has the responsibility of evaluating and proposing new candidates forappointment to the Board. All newly appointed directors are subject to re-election by the shareholders at the next Annual General Meetingin accordance with the Company’s Articles of Association (“the Articles”). The Articles also provide that at least one-third (1/3), or thenumber nearest one-third (1/3) of the remaining directors shall retire from office and be eligible for re-election at each Annual GeneralMeeting provided that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election.Accordingly, Dato’ Siow Kim Lun and Mr. Tan Ching Kee will be retiring. However, Dato’ Siow Kim Lun will not seek for re-election in theforthcoming Annual General Meeting.

None of the Members of the Board hold more than five (5) directorships in public listed companies. This ensures that their commitment,resources and time are focused on the affairs of the Group to enable them to discharge their duties effectively. At the time of appointment,the Board shall obtain the Directors’ commitment to devote sufficient time to carry out their responsibilities. Directors are required tonotify the Chairman before accepting any new directorship(s). The notification would include an indication of time that will be spent onthe new appointment(s).

Training

The Board recognises the need to attend training to enable the Directors to discharge their duties effectively. Under the Code, the trainingneeds of each director would be identified and proposed by the individual directors and the Nomination Committee annually upon thecompletion of director performance appraisals.

The Board encourages its members to enhance their skills and knowledge on relevant new laws, regulations and changing commercialrisks and to keep abreast with the developments in the economy, industry and technology.

During the financial period under review, the Directors attended the following seminars, conferences and programmes:-

- Mandatory Accreditation Programme- Audit Committee Breakfast Series - Enhancing Internship Audit Practice- Advanced Corporate Tax Planning- Money And You- Global Market Outlook 2013 - Behavioral Corporate Finance On Capital- Latest Revision On The Rules of The ISBP- Global Market Outlook 2014- Development And Application Of Steel- MITI Outreach Programme – AP Requirement- World Capital Market Symposium- Dialogue On The Latest Corporate Governance Guide- Audit Committee Conference- Talk On Board Talent- Workshop On The Role Of Board Chairman

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Supply of Information and Board Meetings

The Board, in order to enable them to discharge their duties effectively, has full and unrestricted access to the Management and theCompany Secretary for all information pertaining to the businesses and corporate affairs. The Board may also seek appropriate externalindependent professional advice at the Group’s expense.

The Board meets at least once every quarter and on other occasions, as and when necessary, inter-alia to approve quarterly results,Annual Report, business plans and budgets as well as to review the performance of the Group, its operating subsidiaries and otherbusiness development activities. Management and external advisors (when needed) are invited to attend the Board and Board Committeemeetings and to provide their inputs and advice on the relevant agenda items. Prior to Board or Board Committee meetings, the Directorsare provided with a set of board papers and minutes of previous meeting to ensure that they receive the necessary information in advanceso that they can discuss their agenda more effectively during the meetings.

The attendance record of individual Directors at the Board meetings for the financial period ended 31 August 2014 is detailed below:

DIRECTORS ATTENDANCE

1. YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah 6/6(Appointed on 24 October 2013)

2. Tan Ching Kee 10/10

3. Tan Teng Heng 6/6(Appointed on 24 October 2013)

4. Dato’ Ir. William Tan Chee Keong 2/2(Appointed on 12 May 2014)

5. Dato’ Ir. Mohd Ghazali Bin Kamaruzaman 6/6 (Appointed on 24 October 2013)

6. Tan Chong Boon 9/10

7. Dato’ Amin Rafie Bin Othman 10/10

8. Dato’ Siow Kim Lun 10/10

9. Dato’ Yeong Kok Hee 9/10

10. Ong Teck Chuan 6/10 (Resigned on 28 August 2014)

11. Ng Chong Tin 8/8(Re-designated as Alternate Director to Tan Chong Boon on 12 May 2014)

12. Rosli Bin Shafiei N/A (Appointed on 28 October 2014)

13. Datuk Idris Bin Haji Hashim N/A (Appointed on 20 November 2014)

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The Board is assisted by experienced and competent Company Secretaries. The Board receives regular advice and notices from theCompany Secretaries on compliance with applicable laws, regulations and corporate governance matters. The Company Secretaries areresponsible to ensure that Board’s policies and procedures are followed, and the applicable statutory and regulatory requirements areobserved.

Board Committees

To ensure the effective discharge of its fiduciary duties on audit, director appraisal, nomination and remuneration matters, the Boardhas delegated specific responsibilities to the following Board Committees. The Board Committees will deliberate in greater detail andexamine the issues within their terms of reference as set out by the Board.

i. Nomination Committee

The roles of the Nomination Committee include the review of the required mix of skills and experience, including core competenciesof the Directors. It also determines the appropriate Board balance and size of Non-Executive Directors. The Committee also reviewsand assesses any proposed appointment of new Board members, and submits its recommendation on the proposed appointmentto the Board for approval. The Committee assists the Board to establish annual appraisals of the effectiveness of the Board as awhole, the Board Committees and the contribution of each Director.

Members of the Nomination Committee, all of whom are Independent Non-Executive Directors, are:

• Dato’ Amin Rafie Bin Othman (Chairman) (Appointed as Chairman on 25 September 2014)• Dato’ Siow Kim Lun• Dato’ Yeong Kok Hee (Appointed on 25 September 2014)• Ong Teck Chuan (Chairman) (Resigned on 28 August 2014)

During the financial period, the Nomination Committee conducted three (3) meetings to review the attendance and training of allBoard Members, performed a self-assessment of its performance and considered the resignation and appointment of Directors.The details of attendance during the financial period are as follows;

NAME OF NOMINATION COMMITTEE MEMBER ATTENDANCE


2. Dato’ Siow Kim Lun 3/3

3. Ong Teck Chuan 3/3

ii. Remuneration Committee

This Committee is primarily responsible for reviewing and recommending the appropriate level of remuneration for the ExecutiveDirectors and the Non-Executive Directors. The Remuneration Committee comprises the following members;

• Dato’ Amin Rafie Bin Othman (Chairman)• Dato’ Yeong Kok Hee• Tan Ching Kee• Dato’ Ir. William Tan Chee Keong (Appointed on 25 September 2014)• Dato’ Siow Kim Lun (Appointed on 25 September 2014)

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During the financial period, the Committee conducted four (4) meetings to review the remuneration of all Executive Directors, theirperformance, their terms of service agreement, bonuses and to perform a self-assessment of its performance. The details ofattendance during the financial period are as follows;

NAME OF REMUNERATION COMMITTEE MEMBER ATTENDANCE


2. Dato’ Yeong Kok Hee 3/4

3. Tan Ching Kee 4/4

iii. Audit Committee

Composition of the Audit Committee, its terms of reference, function and a summary of its activities are set out on Pages 31 to 34of this Annual Report.

iv. Shariah Advisory Committee

The Board endeavours to develop the Company into a Shariah-compliant company. A Shariah Advisory Committee shall beestablished to perform an oversight role on Shariah matters related to the Company’s business operations and activities. The ShariahAdvisory Committee shall be responsible and accountable for all its decisions, views and opinions related to Shariah matters. TheShariah Advisory Committee shall ensure that decisions are made after undergoing rigorous and robust research and deliberationexercise. Main duties of the Shariah Advisory Committee shall include:-

a) Provide Advice To The Board

The Shariah Advisory Committee shall advise the Board and provide input to the Company on Shariah matters in order for theCompany to comply with Shariah principles at all times.

b) Endorse Shariah Policies And Procedures

The Shariah Advisory Committee shall endorse Shariah policies and procedures prepared by the Company and ensure that thecontents do not contain any elements which are not in line with Shariah principles.

c) Assist Related Parties On Shariah Matters Upon Request For Advice

The related parties of the Company such as its legal counsel, auditors or consultant may seek advice on Shariah matters fromthe Shariah Advisory Committee. The Shariah Advisory Committee is expected to provide the necessary assistance to therequesting party to ensure compliance and subscription with Shariah principles.

d) Provide Written Shariah Opinion

The Shariah Advisory Committee is required to record any opinion given. In particular, the Shariah Advisory Committee shallprepare written Shariah opinions where the Company makes reference to the Shariah Advisory Committee for further deliberation.

Board Performance Evaluation and Review

The Board carried out an annual assessment on the overall effectiveness of the Board as a whole, its Board committees and individualDirectors. The objective is to improve the Board’s effectiveness by identifying gaps, addressing weaknesses and maximizing strengths.Using a combination of self and peer assessments, Directors obtain feedback on their level of effectiveness on various performanceaspects via a series of questions and answers. Responses from the Directors were analysed and presented to the Board, and areasrequiring improvements are addressed by the Board and Management.

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Directors’ Remuneration

The Board believes that appropriate and competitive remuneration is important to attract, retain and motivate Directors of thenecessary caliber, expertise and experience to lead the Group. In line with this philosophy, remuneration for the Executive Directorsis aligned to individual and corporate performance. For Non-Executive Directors, the fees are set based on the responsibilitiesshouldered by the respective Directors. Individual Directors do not participate in determining their own remuneration package.

The Remuneration Committee recommends the policy for assessing the compensation package for the Executive Directors. It alsoreviews and recommends to the Board for approval the remuneration packages and other employment conditions for the ExecutiveDirectors.

The remuneration of the Executive Directors consists of salary, bonus, and benefits-in- kind. Remuneration for Non-ExecutiveDirectors is determined by the Board as a whole and subject to the approval of the shareholders. Non-Executive Directors are alsoentitled to meeting allowances.

Details of the Directors’ remuneration for the financial period ended 31 August 2014 are as follows:

Amount (RM)Executive Non-Executive

Fees - 272,000Salary 3,426,501 -Other remuneration and emoluments 262,774 37,000Estimated value of benefits-in-kind - 41,378

The aggregate remuneration paid to Directors by the Company during the period, is analysed into the followings bands:

Number of DirectorsRange of Remuneration Executive Non-Executive

RM50,001 to RM100,000 - 3RM100,001 to RM150,000 - 1RM150,001 to RM200,000 1 -RM250,001 to RM300,000 1 -RM350,001 to RM400,000 2 -RM500,001 to RM550,000 1 -RM650,001 to RM700,000 1 -Above RM1,000,000 1 -

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Board Independence

Independence is important for ensuring objectivity and fairness in the Board’s decision making.

In order to uphold the independence of Independent Directors, the Board has adopted the following recommendations of the Code asthe Board’s policies:

i. Subject to the Board’s justification and shareholders’ approval, tenure of Independent Directors should not exceeed a cummulativeperiod of nine (9) years; and

ii. Undertake annual assessment of independence of its Independent Directors based on a set of criteria established by the NominationCommittee focusing on events that would affect the ability of Independent Directors to continue bringing independent and objectivejudgment for board deliberation and the regulatory definition of Independent Directors and apply these criteria upon admission,annually and when any new interest or relationship develops.

As at the end of the financial period, none of the Independent Directors have served in the position of Independent Directors for morethan nine (9) years.

Financial Reporting

The Board is responsible for ensuring that the quarterly financial reporting and annual audited financial statements of the Companypresent a true and fair view of the Group’s financial position, performance and prospects. The Board ensures that the Group’s financialstatements are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved Financial ReportingStandards. The Board is assisted by the Audit Committee in reviewing and scrutinising the information in terms of the overall accuracy,adequacy and completeness of disclosure and in ensuring the Group’s financial statements comply with applicable financial reportingstandards.

External Auditors

As part of the Audit Committee’s review processes, the Audit Committee has obtained assurance from the External Auditors confirmingthat they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevantprofessional and regulatory requirements.

Annually, the Audit Committee also reviews the appointment, performance and remuneration of the External Auditors beforerecommending them to the shareholders for re-appointment in the AGM.

Risk Management and Internal Audit

The Board acknowledges that risk management is an integral part of good management practices. Risk is inherent in all businessactivities. It is not the Group’s objective to eliminate risk totally, but to review, prioritize and manage the risks involved in all the Group’sactivities and to balance between the cost of managing and treating risks, and the anticipated benefits that will be derived.

The Board has established an internal audit function which is currently outsourced to a professional firm. Functionally, the InternalAuditors report to the Audit Committee directly and they are responsible for conducting reviews and appraisals of the effectiveness ofthe governance and internal controls and processes within the Group. Further details of the Group’s state of risk management andinternal control systems are reported in the Statement on Risk Management and Internal Control on pages 35 to 36.

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Corporate Disclosure

The Board maintains strict confidentiality and employs best efforts to ensure that no disclosure of material information is made selectivelyto any individuals.

The Board is advised by the management, the Company Secretaries and the External and Internal Auditors on the contents and timingof disclosure requirements of the MMLR on the financial results and various announcements.

The Board leverages on its corporate website (www.wzs.my) to communicate, disseminate and add depth to its governance reporting.The Board Charter was formalised and published in the new page on corporate governance in its present corporate website. Otherprincipal governance information such as the Committees’ terms of reference and Directors’ profile would also be transferred from theAnnual Report and published in the website to avoid the dilution of issues in the Annual Report or various announcements.

Shareholders’ Rights

The Board recognises the need for transparency and accountability to the Company’s shareholders and for regular communications withits shareholders, stakeholders and investors on the performance and major developments in the Group. This is achieved through timelyreleases of quarterly financial results, circulars, Annual Reports, corporate announcements and press releases.

The Board will attend meetings with institutional shareholders, analysts and members of the press to clarify information announcedregarding the Group’s performance and strategic direction as and when requested. General meetings are an important avenue throughwhich shareholders can exercise their rights. The Board will ensure suitability of venue and timing of meeting and undertake othermeasures to encourage shareholders’ participation in the meetings. At general meetings, shareholders are given the opportunity to seekclarification on any matter pertaining to the business activities and financial performance of the Group. Shareholders are advised thatthey have the right to demand a poll vote at general meetings.

The Board considers a poll vote to be necessary for a fairer voting process. Also, poll voting is mandated for related party transactionsthat require specific shareholders’ approval.

Directors' Responsibility Statement

The Directors are responsible for ensuring that:

i. The annual audited financial statements of the Group and the Company are drawn up in accordance with applicable approvedFinancial Reporting Standards, the provisions of the Companies Act, 1965 and the MMLR so as to give a true and fair view of thestate of affairs of the Group and the Company for the financial period, and

ii. Proper accounting and other records are kept which enable the preparation of the financial statements with reasonable accuracyand by taking reasonable steps to ensure that appropriate systems are in place to safeguard the assets of the Group and to preventand detect fraud and other irregularities.

In the preparation of the financial statements for the financial period ended 31 August 2014, the Directors have adopted appropriateaccounting policies and have applied them consistently in the financial statements with reasonable and prudent judgments and estimates.The Directors are also satisfied that all relevant approved Financial Reporting Standards have been followed in the preparation of thefinancial statements.

COMPLIANCE WITH THE CODE

The Board is satisfied that the Company has observed and complied with the Principles and Recommendations of the Code throughoutthe financial period, save for the position of Chairman is not held by an Independent Director.

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ADDITIONAL COMPLIANCE INFORMATION


In conformance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”), the following information isprovided:

1. Status of Utilisation of Proceeds

On 12 May 2014, 55 million new ordinary shares of RM0.50 each were issued at a price of RM0.60 per share pursuant to theCompany’s renounceable rights issue of one (1) share for every two (2) existing shares were listed on the Main Market of BursaMalaysia Securities Berhad.

As of 31 August 2014, the details of the utilisation of the proceeds are as follows:

Actual Utilisation Intended BalanceProposed Utilisation on 29 August 2014 Utilisation

(RM’000) (RM’000) Timeframe

Repayment of existing bank borrowings 20,000 20,000 Within 12 -months

Working Capital 11,946 11,946 Within 12 -months

Estimated Listing Expenses 1,054 1,054 Within 1 -month

Total 33,000 33,000 -

2. Treasury Shares

During the financial period, the Company has bought back a total of 3,000 WZ Satu shares (all of which are retained as treasuryshares) at a cost of RM1,642. The details of which are set out below:

Date of Share No. of WZ SATU Average purchase price Buy-Back Shares Bought-Back Lowest Price Highest Price per WZ SATU Share Total Cost

(RM) (RM) (RM) (RM)

27/6/2013 2,000 0.365 0.365 0.365 77130/10/2013 1,000 0.83 0.83 0.83 871

Subsequently, the Company disposed all the 1,150,000 treasury shares. The net proceeds received of RM1,044,368 was utilisedfor working capital.

Date of Share No. of WZ SATU Average resale price Total NetDisposal Shares Disposed Lowest Price Highest Price per WZ SATU Share Proceed

(RM) (RM) (RM) (RM)

2/12/2013 270,000 0.89 0.89 0.89 239,3073/12/2013 880,000 0.90 0.93 0.918 805,061

3. Non-Audit Fees

Non-audit fees payable to the external auditors for the financial period ended 31 August 2014 was RM77,200.

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ADDITIONAL COMPLIANCE INFORMATION


4. Revaluation Policy on Landed Properties

The Group has adopted a policy to revalue its land and buildings in every five (5) years.

5. Material Contracts

There was no material contract involving directors’ and major shareholders’ interest entered by WZ Satu Berhad and its subsidiarycompanies with related parties during the financial period.

6. Options, Warrants or Convertible Securities

During the financial period, the Company did not issue any options, warrants or convertible securities.

7. American Depository Receipts (“ADR”) or Global Depository Receipts (“GDR”)

The Company did not sponsor any ADR or GDR programme during the financial period under review.

8. Imposition of sanctions and/or penalties

There were no material sanctions and/or penalties imposed on the Company, its subsidiaries, directors or management by anyregulatory bodies during the financial period under review.

Disclosure on Corporate Social Responsibility (CSR)

The Group endeavours to promote CSR as a core value in the workplace. Some aspects of CSR observed by the Group include:

a) Group Medical and Hospitalisation Policy

In addition to mandatory social security contribution, all employees are insured under the medical and hospitalisation and personalaccident insurance programmes. The sum insured under these programme are determined based on the level of seniority of eachemployee.

b) Skill Development

In order to upgrade the employees’ knowledge and new skill sets, internal and external training programmes were provided to eligibleemployees.

c) Charitable Donation

Monetary contribution was made during the financial period to various worthy causes. Employees are also encouraged to participatein community services for the needy according to their will and ability.

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AUDIT COMMITTEE REPORT


The Board of Directors of WZ Satu Berhad is pleased to present the Audit Committee Report for the financial period ended 31 August2014.

1.0 AUDIT COMMITTEE MEMBERS AND MEETINGS

The present members of the Audit Committee comprising Independent Non-Executive Directors, are as follows:

ChairmanDato’ Siow Kim Lun

MembersDato’ Yeong Kok HeeRosli bin Shafiei(Appointed on 28 October 2014)Ong Teck Chuan(Resigned on 28 August 2014)

The Committee meets at least four (4) times in each financial year. At least two (2) members must be present to constitute a quorum.The Company Secretary shall be the Secretary of the Committee.

During the financial period ended 31 August 2014, the Committee conducted seven (7) meetings. Other Board members anddesignated members of Senior Management also attended these meetings on the invitation of the Committee. The details of theAudit Committee members’ attendance are disclosed as follows;

NAME OF AUDIT COMMITTEE MEMBER ATTENDANCE

Dato’ Siow Kim Lun 7/7

Dato’ Yeong Kok Hee 6/7

Ong Teck Chuan 5/7(Resigned on 28 August 2014)

The Committee also met twice with the External Auditors of the Group without the presence of Executive Directors and management.

2.0 TERMS OF REFERENCE

The Committee assists the Board in fulfilling its responsibilities with regard to its oversight responsibilities on financial reportingprocess, risk management and systems of internal control, audit process as well as compliance with legal and regulatory matters,and such other matters that may be specifically delegated to the Committee by the Board.

2.1 Composition of the Audit Committee

Members of the Committee shall be appointed by the Board from amongst the Directors and the Committee shall fulfill thefollowing requirements:-

(a) Membership shall consist of no fewer than three (3) members;(b) All the members shall be Independent Non-Executive Directors;(c) At least one (1) member of the Audit Committee (AC) must be:-

i) a member of the Malaysian Institute of Accountants (“MIA”); orii) if not a member of the MIA, must have at least three (3) years working experience, and either have passed the

examinations specified in Part 1 of the First Schedule of the Accountants Act 1967; or he must be a member of oneof the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or

iii) holds a degree / masters / doctorate in accounting or finance and at least three (3) years’ post qualification experiencein accounting or finance; or

iv) has at least seven (7) years’ experience being a Chief Financial Officer of a corporation or having the function of beingprimarily responsible for the management of the financial affairs of a corporation.

(d) Shall not comprise any Alternate Director of the Company.

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All the members of the Committee, including the Chairman, shall hold office as long as they serve as Directors of the Company.

In the event of any vacancy in the Committee, the vacancy shall be filled within three (3) months upon the review andrecommendation of a suitable Director by the Nomination Committee and approved by the Board.

Members of the Committee shall elect a Chairman from amongst their number who shall be an Independent Non-ExecutiveDirector. In the absence of the Chairman during a meeting, the remaining members present shall elect one of their memberswho shall be an Independent Director as a Chairman of the meeting.

The Board must review the term of office and performance of the Committee and each of its members at least once in everythree (3) years to determine whether the Committee and its members have carried out their duties in accordance with theirterms of reference.

2.2 Duties and Responsibilities of the Audit Committee

The duties and responsibilities of the Audit Committee are as follows:

a. To review the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularlyon:-

• any change in accounting policies and practices;

• significant adjustments arising from the audit;

• the going concern assumption; and

• compliance with accounting standards and other legal requirements.

b. To discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish todiscuss (in the absence of management, where necessary);

c. To review the external auditors’ management letter and management’s response;

d. To do the following, in relation to the internal audit function:-

• review the adequacy of the scope, functions, competency and resources of the internal audit function, and the internalaudit programme and results of the internal audit process to ensure that appropriate actions are taken on therecommendations of the internal audit function;

• review the internal audit plan, consider the internal audit reports and findings of the internal auditors, fraudinvestigations and actions and steps taken by Management in response to audit findings;

• review any appraisal or assessment of the performance of members of the internal audit function;

• approve any appointment or termination of senior staff members of the internal audit function; and

• take cognizance of resignations of internal audit staff members and provide the resigning staff member with anopportunity to submit his reasons for resigning.

e. To monitor the integrity of the Company’s financial statements;

f. To report its findings on the financial and management performance, and other material matters to the Board;

g. To consider the major findings of internal investigations and management’s response;

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h. To discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;

i. To consider the appointment of the external auditors, the audit fee and any question of resignation or dismissal;

j. To establish policies governing the circumstances under which contracts for the provision of non-audit services can beentered into and procedures that must be followed by the external auditors;

k. To assess and monitor the independence and qualification of the Company’s independent auditors;

l. To review with the external auditors his evaluation of the system of internal controls and his audit report;

m. To monitor the performance of the Company’s internal audit function;

n. To determine the remit of the internal audit function;

o. To review the assistance given by the employees of the Company to the external auditors and the internal auditors;

p. To review the adequacy and effectiveness of risk management, internal control and governance systems relating to theaccounting and reporting practices of the Company;

q. To review any related party transactions and conflict of interest situations that may arise within the Company or Groupincluding any transaction, procedure or course of conduct that raises questions of management integrity;

r. To verify the allocation of employees’ share option scheme (“ESOS” ) in compliance with the criteria as stipulated in the by-laws of ESOS of the Company, if any;

s. To monitor the Company’s compliance with relevant laws, regulations and code of conduct relating to the accounting andreporting practices of the Company;

t. To consider other topics as defined by the Board; and

u. To consider and examine such other matters as the Audit Committee considers appropriate.

2.3 Authority of the Audit Committee

In discharging its function, the Committee is duly authorized by the Board to:

a. have authority to investigate any matter of the Group within its terms of reference. All employees shall be directed to co-operate as requested by members of the Audit Committee;

b. have the resources which are required to perform its duties;

c. have full and unrestricted access to any information and documents pertaining to the Company and the Group which arerequired to perform its duties as well as to the internal and external auditors and senior management of the Company andGroup;

d. have access to independent professional or other advice and to secure the attendance of outsiders with relevant experienceand expertise if it considers necessary;

e. have direct communication channels with external auditors and person(s) carrying out the internal audit function or activity;

12 Jan 2015 4:50 PM



f. be able to convene meetings with the external auditors, internal auditor or both, excluding the attendance of other directorsand employees of the Company, whenever deemed necessary; and

g. report to Bursa Malaysia Securities Berhad (“Bursa Securities” ) where the Audit Committee is of the view that a matterreported by it to the Board of Directors has not been satisfactorily resolved and has resulted in a breach of the Main MarketListing Requirements of Bursa Securities.

3.0 SUMMARY OF ACTIVITIES

The summary of the main activities carried out by the Audit Committee during the financial period under review is as follows:-

a. Reviewed and recommended the quarterly financial results and the audited financial statements for the Board’s approval priorto the release of the unaudited results and financial statements to Bursa Securities;

b. Reviewed the annual audited financial statements, Directors’ and Auditors’ Reports and other significant accounting issuesarising from this statutory audit;

c. Reviewed with the External Auditors of the Group the results of their audit and audit report for the year ended 30 April 2013;

d. Reviewed with the External Auditors of the Group on their audit plan for the financial period ended 31 August 2014;

e. Conducted meetings with the External Auditors without the presence of the Executive Directors and employees of the Group;

f. Reviewed the performance and effectiveness of the External Auditors and made recommendations to the Board on the re-appointment and remuneration of the External Auditors;

g. Reviewed the internal audit scope of work, its areas of focus, findings and management action plans;

h. Reviewed the Corporate Governance Statement, Audit Committee Report and Statement on Risk Management and InternalControl prior to submission to the Board for consideration and approval for inclusion in the Annual Report; and

i. Reviewed and recommended to the Board for approval on significant related party transactions.

4.0 INTERNAL AUDIT FUNCTION

The internal audit function is essential for assisting the Audit Committee in reviewing the state of the systems of internal controlmaintained by management.

Currently, the internal audit function is outsourced to an internal audit services company and functionally, the internal audit teamreports to the Committee directly.

The Committee reviews and approves the annual internal audit plan before the internal audit team carries out its functions. All auditfindings are reported to the Committee and areas of improvement and audit recommendations identified are communicated tomanagement for further action. The internal audit review also covers the follow-up review on the status of actions implemented bymanagement.

The fee incurred during the current financial period for the internal audit function of the Group was RM47,000 (2013: RM35,000).

12 Jan 2015 4:50 PM


STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL

INTRODUCTION

The Board of Directors (“ the Board” ) is pleased to present its Statement on Risk Management and Internal Control for the financialperiod ended 31 August 2014. This Statement is prepared pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhad(“Bursa Securities” ) Main Market Listing Requirements (“MMLR” ) and guided by the latest “Statement on Risk Management andInternal Control – Guidelines for Directors of Listed Issuers” issued by the Task Force on Internal Control with the support and endorsementof the Bursa Securities.

BOARD’S RESPONSIBILITY

The Board of Directors affirms its responsibility to maintain a sound system of internal control and risk management to safeguard theGroup’s investments and assets. The system will provide reasonable assurance in ensuring the effectiveness and efficiency of operations,reliability of financial reporting and compliance with applicable laws and regulations.

The Board is assisted by the Management to implement approved policies and procedures on risk management and internal control.Management identifies and evaluates the risk faced by the Group and designs, implements and monitors an appropriate system ofinternal control in line with the policies approved by the Board.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORKS

Risk management is regarded by the Board as part of the business operation activities of the Group. It is the Board’s priority to ensurethat the uncertainty and investment risks in new business ventures are managed in order to safeguard the interest of the shareholders.Collectively, the Board oversees and reviews the conduct of the Group’s business while all Executive Directors and Management executemeasures and control to ensure that risks are effectively managed.

The systems of internal control are independently reviewed by the Audit Committee. The presence of the outsourced internal auditfunction supports this review by assessing and reporting the status of management control procedures to the Audit Committee. TheAudit Committee reviews the internal audit reports and reports to the Board on significant control issues noted. A follow-up audit iscarried out to ascertain if management actions are effectively implemented.

Besides reviewing the systems of internal control, the Audit Committee also reviews the financial information and reports produced byManagement. With Management’s consultation, the Board and the Audit Committee deliberate the integrity of the financial results,Annual Report and audited financial statements before presenting this financial information to the shareholders and public investors.

During the financial period, the Group has invested in an associated company, SE Satu Sdn Bhd. While the Group has boardrepresentatives in this associated company, the Group does not have management control in its operations. Accordingly, this associatedcompany has not been dealt with and considered for the purposes of this Statement.

The other key elements of the systems of internal control and the Board’s review mechanisms are as follows:

• Establishment of the Remuneration and Nomination Committees apart from the Audit Committee;• Documentation of written policies and procedures for certain key operational areas; • Limits of the Board and Management approval and authority;• Monthly review of Group’s management accounts and performance analysis by Executive Directors and Management;• Organisation structure with well-defined delegation of responsibilities and accountabilities for the Group’s operating units; • Annual business plan and budget approved by the Board. Variances between actual and budgeted results are analysed and acted

on in a timely manner.

12 Jan 2015 4:50 PM

STATEMENT ON RISK MANAGEMENTAND INTERNAL CONTROL


MANAGEMENT RESPONSIBILITIES AND ASSURANCE

In accordance with Statement on Risk Management and Internal Control – Guidelines for Directors of Listed Issuers issued by BursaSecurities, Management is responsible to the Board for:

• reviewing risks relevant to the business of the Group;

• designing, implementing and monitoring the risk management framework in accordance with the Group’s strategic vision and overallrisk appetite; and

• identifying changes to risks or emerging risks, taking action as appropriate and promptly bringing these to the attention of the Board.

Before producing this Statement, the Board has received assurance from the Chairman/Chief Executive, Managing Director and ChiefFinancial Officer that, to the best of their knowledge, the Group’s risk management and internal control systems are operating adequatelyand effectively, in all material aspects.

BOARD ASSURANCE AND LIMITATION

The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the Group. Forthe financial period under review, the Board is satisfied that the existing level of systems of internal control and risk management iseffective to enable the Group to achieve its business objectives and there were no material losses that resulted from significant internalcontrol weaknesses.

While the Board reiterates that the risk management and systems of internal control should be continuously improved in line with evolvingbusiness developments, it should also be noted that all risk management systems and systems of internal control can only managerather than eliminate the risks of the failure to achieve business objectives. Therefore, these systems of internal control and riskmanagement in the Group can only provide reasonable but not absolute assurance against material misstatements, frauds and losses.

Review of Statement on Internal Control by External Auditors

Pursuant to Paragraph 15.23 of the MMLR, the External Auditors have reviewed this Statement on Risk Management and Internal Controlfor inclusion in the Annual Report for the financial period ended 31 August 2014. Their review was performed in accordance withRecommended Practice Guide 5 (RPG 5) issued by the Malaysian Institute of Accountants.

The External Auditors have reported to the Board that nothing has come to their attention that causes them to believe that this Statementis inconsistent with their understanding of the processes the Board has adopted in reviewing the adequacy and effectiveness of the riskmanagement and internal control systems of the Group.

This Statement is made in accordance with the resolution of the Board dated 20 November 2014.

12 Jan 2015 4:50 PM

31ST AUGUST 2014

Directors’ Report

Consolidated Statement of Profit or Loss and Other Comprehensive Income

Statement of Profit or Loss and Other Comprehensive Income

Consolidated Statement of Financial Position

Statement of Financial Position

Consolidated Statement of Changes in Equity

Statement of Changes in Equity

Consolidated Statement of Cash Flows

Statement of Cash Flows

Notes to the Financial Statements

Disclosure of Realised or Unrealised Unappropriated Profit

Statement by Directors

Statutory Declaration

Independent Auditors’ Report to the Members

38

43

44

45

46

47

48

49

51

52

107

108

108

109

FINANCIAL STATEMENTS

12 Jan 2015 4:50 PM

DIRECTORS’ REPORT


FOR THE PERIOD FROM 1ST MAY 2013 TO 31ST AUGUST 2014

The Directors present their report and the audited financial statements of the Group and of the Company for the period ended 31stAugust 2014.

PRINCIPAL ACTIVITIES

The principal activities of the Company are those of investment holding and providing management services. The principal activities ofthe subsidiary companies are disclosed in Note 11 to the financial statements.

There have been no significant changes in the nature of these activities during the financial period.

CHANGE OF NAME

On 30th October 2013, the Company changed its name from WZ Steel Berhad to WZ Satu Berhad.

CHANGE OF FINANCIAL YEAR END

The Group and the Company changed its financial year end from 30th April to 31st August. Consequently, the comparatives for thestatements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows as well ascertain comparatives in the notes to the financial statements of the Group and of the Company for the period of 16 months from 1st May2013 to 31st August 2014, are not comparable to those of the previous 12 months ended 30th April 2013. The next financial statementswill be for a period of 12 months from 1st September 2014 to 31st August 2015.

Group CompanyFINANCIAL RESULTS RM RM

Profit for the period attributable to owners of the Company 11,680,532 51,595

The results of the operations of the Group and of the Company for the financial period were not, in the opinion of the Directors,substantially affected by any item, transaction or event of a material and unusual nature except for the significant events during thefinancial period as disclosed in Note 37 to the financial statements.

DIVIDEND

No dividend has been paid or declared by the Company since the end of the previous financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial period other than those disclosed in the financialstatements.

12 Jan 2015 4:50 PM

DIRECTORS’ REPORT



ISSUE OF SHARES

During the financial period, the Company issued:

a) 9,000,000 new ordinary shares of RM0.50 each at an issue price of RM0.675 per ordinary share via a private placement to eligibleinvestors for a total cash consideration of RM6.08 million to finance the Company’s additional working capital.

b) 1,000,000 new ordinary shares of RM0.50 each at an issue of RM0.84 per ordinary share via a private placement to eligible investorsfor a total cash consideration of RM0.84 million to finance the Company’s additional working capital.

c) 55,000,000 new ordinary shares of RM0.50 each at an issue price of RM0.60 per ordinary share via a rights issue on the basis ofone (1) rights share for every (2) existing ordinary shares held by the existing shareholders for the repayment of existing bankborrowings and additional working capital of the Company.

d) 25,000,000 new ordinary shares of RM0.50 each at an issue price of RM0.81 per ordinary share, being the balance of non-cashconsideration for the acquisition of 750,000 ordinary shares of RM1.00 each in WZS KenKeong Sdn Bhd (formerly known asKenKeong Sdn Bhd)(“KenKeong’’), representing 100% equity interest in KenKeong.

TREASURY SHARES

During the financial period, the Company repurchased 3,000 of its issued ordinary shares from the open market at an average price ofRM0.52 per share. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act,1965. Subsequently, all the 1,150,000 treasury shares were disposed of to the open market at an average price of RM0.91 per share.Further relevant details are disclosed in Note 22 to the financial statements.

OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued shares of the Company during the period.

DIRECTORS

The Directors who have served since the date of the last report are:-

YM TENGKU DATO’ SRI UZIR BIN TENGKU DATO’ UBAIDILLAH - (Appointed on 24th October 2013)TAN CHING KEE TAN TENG HENG - (Appointed on 24th October 2013)DATO’ IR. WILLIAM TAN CHEE KEONG - (Appointed on 12th May 2014)TAN CHONG BOONDATO’ IR. MOHD GHAZALI BIN KAMARUZAMAN - (Appointed on 24th October 2013)DATO’ AMIN RAFIE BIN OTHMANDATO’ SIOW KIM LUN DATO’ YEONG KOK HEEROSLI BIN SHAFIEI - (Appointed on 28th October 2014)NG CHONG TIN - (Re-designated as Alternate Director on 12th May 2014)(Alternate Director to Tan Chong Boon) CHOI CHEE KEN - (Appointed on 28th October 2014) (Alternate Director to Dato’ Ir. Mohd Ghazali Bin Kamaruzaman)ONG TECK CHUAN - (Resigned on 28th August 2014) In accordance with Article 84 of the Company’s Articles of Association, Dato’ Siow Kim Lun retire by rotation and, being eligible, offershimself for re-election at the forthcoming Annual General Meeting of the Company.

12 Jan 2015 4:50 PM

DIRECTORS’ REPORT



DIRECTORS (CONT’D)

In accordance with Article 91 of the Company’s Articles of Association, YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah, Dato’ Ir.Mohd Ghazali Bin Kamaruzaman, Mr. Tan Teng Heng, Dato’ Ir. William Tan Chee Keong and Rosli Bin Shafiei shall retire by rotation and,being eligible, offer themselves for re-election at the forthcoming Annual General Meeting of the Company.

DIRECTORS’ INTEREST

The shareholdings in the Company of those who were Directors at the end of the financial period, as recorded in the Register of Directors’Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:-

Ordinary Shares of RM0.50 each As at 1.5.13/ As at Date of appointment Bought (Sold) 31.8.14

Direct Interest

YM TENGKU DATO’ SRI UZIR BIN TENGKU DATO’ UBAIDILLAH 20,526,700 32,158,947 - 52,685,647TAN CHING KEE 39,171,907 14,260,953 (10,650,000) 42,782,860TAN TENG HENG - 4,500,000 - 4,500,000DATO’ IR. WILLIAM TAN CHEE KEONG 11,625,000 - - 11,625,000TAN CHONG BOON 6,406,980 630,220 (1,350,000) 5,687,200DATO’ AMIN RAFIE BIN OTHMAN 659,700 - (657,700) 2,000DATO’ SIOW KIM LUN 150,000 75,000 (115,000) 110,000DATO’ YEONG KOK HEE 230,000 115,000 - 345,000NG CHONG TIN 2,398,356 939,178 (570,000) 2,767,534

Indirect Interest1

TAN CHING KEE 2,367,995 1,183,997 (50,000) 3,501,992DATO’ IR. WILLIAM TAN CHEE KEONG - 81,500 - 81,500TAN CHONG BOON 69,000 34,500 - 103,500

1 Deemed interests pursuant to Section 134 (12)(c) of the Companies Act, 1965 in compliance with the Companies (Amendment)Act, 2007 by virtue of their spouse direct interests in the Company.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than those benefitsdisclosed in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with afirm of which he is a member, or with a company in which the Director has a substantial financial interest other than any benefits whichmay be deemed to have arisen from the transactions entered into by the Company as mentioned in Note 34 to the financial statements.

During and at the end of the financial period, no arrangements subsisted to which the Company is a party whose object is to enable theDirectors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

12 Jan 2015 4:50 PM

DIRECTORS’ REPORT



OTHER STATUTORY INFORMATION

a) Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps :-

i) to ascertain that proper action has been taken in relation to the writing off of bad debts and the making of allowance forimpairment of receivables and satisfied themselves that all known bad debts had been written off and that adequate allowancehad been made for doubtful debts;

ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinarycourse of business have been written down to an amount which they might be expected so to realise.

b) At the date of this report, the Directors are not aware of any circumstances which would render :-

i) the amount written off for bad debts or the amount of the allowance for impairment of receivables in the Group and the Companyinadequate to any substantial extent;

ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.

c) At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existingmethod of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financialstatements of the Group and of the Company which would render any amount stated in the financial statements misleading.

e) As at the date of this report there does not exist :-

i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial period which securesthe liabilities of any other person; or

ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial period.

f) In the opinion of the Directors :-

i) no contingent liability or other liabilities has become enforceable or is likely to become enforceable within the period of twelvemonths after the end of the financial period which will or may affect the ability of the Group or of the Company to meet theirobligations when they fall due;

ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial periodand the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company forthe financial period in which this report is made, except for the significant events subsequent to the financial period disclosedin Note 38 to the financial statements.

SIGNIFICANT EVENTS DURING THE FINANCIAL PERIOD

Significant events during the financial period are disclosed in Note 37 to the financial statements.

SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL PERIOD

Significant events subsequent to the financial period are disclosed in Note 38 to the financial statements.

12 Jan 2015 4:50 PM

DIRECTORS’ REPORT



AUDITORS

The auditors, Tai,Yapp & Co., have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors.

YM TENGKU DATO’ SRI UZIR BIN TENGKU DATO’ UBAIDILLAH

DATO’ IR. WILLIAM TAN CHEE KEONG

Kuala LumpurDated : 5th November 2014

12 Jan 2015 4:50 PM

CONSOLIDATED STATEMENT OF PROFIT OR LOSSAND OTHER COMPREHENSIVE INCOME



Period ended Year ended 2014 2013 Note RM RM Revenue 5 170,258,235 86,932,311 Cost of sales (141,102,843) (78,024,918)

Gross profit 29,155,392 8,907,393 Other income 785,678 3,790,398 Distribution costs (1,121,854) (904,557)Administrative expenses (12,885,689) (5,071,790)Other expenses (4,868,232) (1,952,433)

Profit from operations 11,065,295 4,769,011 Finance costs (2,384,286) (1,963,465)Share of results of an associate, net of tax 12 4,475,668 -

Profit before taxation 6 13,156,677 2,805,546 Taxation 7 (1,476,145) (92,564)

Profit for the period / year 11,680,532 2,712,982 Other comprehensive income, net of tax : Foreign exchange translation differences (962,256) (424,592) Total comprehensive income 10,718,276 2,288,390

Earnings per ordinary share (sen) - Basic 8 9.37 2.74

The accompanying notes form an integral part of the financial statements.

12 Jan 2015 4:50 PM

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME



Period ended Year ended 2014 2013 Note RM RM Revenue 5 5,192,000 1,952,000 Other income 604,319 520,977 Administrative expenses (5,097,182) (2,229,379)Other expenses (559,345) (189,586)

Profit from operations 139,792 54,012 Finance costs - -

Profit before taxation 6 139,792 54,012 Taxation 7 (88,197) (82,689)

Profit / (Loss) for the period / year 51,595 (28,677)Other comprehensive income - -

Total comprehensive income / (expense) 51,595 (28,677)


12 Jan 2015 4:50 PM

CONSOLIDATED STATEMENT OF FINANCIAL POSITION


AS AT 31ST AUGUST 2014

2014 2013 Note RM RM

NON CURRENT ASSETS Property, plant and equipment 9 50,845,209 45,278,618 Investment property 10 - 562,999 Investment in an associated company 12 5,945,668 - Goodwill on consolidation 13 20,768,028 - Deferred tax assets 14 719,421 - 78,278,326 45,841,617 CURRENT ASSETS Inventories 16 44,656,738 41,187,082 Trade receivables 17 42,173,956 27,309,521 Amount due from contract customers 18 22,585,148 - Other receivables, deposits and prepayments 19 6,222,071 1,002,935 Tax recoverable 905,908 783,480 Deposits, cash and bank balances 20 20,442,455 3,029,512 136,986,276 73,312,530 TOTAL ASSETS 215,264,602 119,154,147

EQUITY Share capital 21 95,000,000 50,000,000 Treasury shares 22 - (347,808) Reserves 23 46,053,880 22,698,415 Total equity 141,053,880 72,350,607 NON CURRENT LIABILITIES Hire purchase payables 24 4,108,360 1,340,935 Term loans 25 2,266,629 2,193,829 Deferred tax liabilities 14 2,005,071 1,922,266 8,380,060 5,457,030 CURRENT LIABILITIES Trade payables 26 23,048,861 11,278,157 Amount due to contract customers 18 743,316 - Other payables and accruals 27 2,059,504 837,609 Amount due to directors 28 3,037,831 - Hire purchase payables 24 2,429,903 782,205 Term loans 25 834,548 1,090,195 Short term borrowings 29 32,201,666 27,212,769 Taxation 1,475,033 145,575 65,830,662 41,346,510 Total liabilities 74,210,722 46,803,540 TOTAL EQUITY AND LIABILITIES 215,264,602 119,154,147


12 Jan 2015 4:50 PM

STATEMENT OF FINANCIAL POSITION



2014 2013 Note RM RM NON CURRENT ASSETS Property, plant and equipment 9 33,177 - Investment in subsidiary companies 11 73,790,087 43,340,079 Investment in an associated company 12 1,470,000 - Amount owing by a subsidiary company 15 15,361,651 - 90,654,915 43,340,079 CURRENT ASSETS Other receivables, deposits and prepayments 19 2,106,417 1,100 Amount due from subsidiary companies 15 14,132,780 16,812,412 Deposit, cash and bank balances 20 5,868,737 221,919 22,107,934 17,035,431 TOTAL ASSETS 112,762,849 60,375,510

EQUITY Share capital 21 95,000,000 50,000,000 Treasury shares 22 - (347,808) Reserves 23 15,635,924 2,947,140 Total equity 110,635,924 52,599,332 NON CURRENT LIABILITIES Deferred tax liabilities 14 4,000 - CURRENT LIABILITIES Other payables and accruals 27 593,538 225,678 Amount due to subsidiary companies 15 1,468,841 7,497,925 Taxation 60,546 52,575 2,122,925 7,776,178 Total liabilities 2,126,925 7,776,178 TOTAL EQUITY AND LIABILITIES 112,762,849 60,375,510


12 Jan 2015 4:50 PM

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY



Non

Dist

ribut

able

D

istrib

utab

le

S

hare

Tre

asur

y

Sha

re

Rev

alua

tion

Tra

nsla

tion

U

napp

ropr

iate

d

Tota

l

Ca

pita

l

s

hare

s

P

rem

ium

rese

rve

rese

rve

Prof

it

E

quity

No

te

RM

RM

R

M

RM

RM

RM

R

M

Ba

lance

at 1

st M

ay 2

012

50

,000

,000

(340

,617

)

2,23

2,15

2

6,

070,

744

(3

,283

)

1

2,11

0,41

2

70

,069

,408

Prof

it fo

r the

year

-

-

-

-

-

2,

712,

982

2,7

12,9

82

Curre

ncy t

rans

lation

diff

eren

ces

-

-

-

-

(424

,592

)

-

(4

24,5

92)

Tota

l com

preh

ensiv

e (e

xpen

se)/

inc

ome

-

-

-

-

(424

,592

)

2,71

2,98

2

2

,288

,390

Re

alisa

tion

of re

valu

ation

rese

rve

-

-

-

(71

8,01

7)

-

71

8,01

7

- Pu

rcha

se o

f tre

asur

y sha

res

-

(7

,191

)

-

-

-

-

(7,1

91)

Balan

ce a

t 30t

h Ap

ril 2

013

50,0

00,0

00

(3

47,8

08)

2,

232,

152

5,35

2,72

7

(42

7,87

5)

15,5

41,4

11

72

,350

,607

Prof

it fo

r the

year

-

-

-

-

-

11,6

80,5

32

11

,680

,532

Cu

rrenc

y tra

nslat

ion d

iffer

ence

s

-

-

-

-

(9

62,2

56)

-

(962

,256

)

Tota

l com

preh

ensiv

e (e

xpen

se)/

inc

ome

-

-

-

-

(962

,256

)

1

1,68

0,53

2

10

,718

,276

Re

alisa

tion

of re

valu

ation

rese

rve

-

-

-

(4

2,92

0)

-

4

2,92

0

- Pu

rcha

se o

f tre

asur

y sha

res

-

(1

,642

)

-

-

-

-

(1,6

42)

Net p

roce

eds f

rom

disp

osal

of

tre

asur

y sha

res

-

3

49,4

50

694,

918

-

-

-

1,04

4,36

8 Pr

ivate

plac

emen

t

21

5

,000

,000

-

1,

723,

472

-

-

-

6,72

3,47

2 Ri

ghts

Issue

2

1

27,5

00,0

00

-

4,71

8,79

9

-

-

-

32,

218,

799

Acqu

isitio

n of

a su

bsid

ary

com

pany

21

12,5

00,0

00

-

5,50

0,00

0

-

-

-

18,

000,

000

Balan

ce a

t 31s

t Aug

ust 2

014

95

,000

,000

-

14,

869,

341

5,30

9,80

7 (

1,39

0,13

1)

27,2

64,8

63

141

,053

,880

The

acco

mpa

nyin

g no

tes f

orm

an

inte

gral

part

of th

e fin

ancia

l sta

tem

ents.

12 Jan 2015 4:50 PM

STATEMENT OF CHANGES IN EQUITY



N

on-

Dist

ribut

able

Di

strib

utab

le

S

hare

Tre

asur

y

Sha

re

Una

ppro

pria

ted

T

otal

C

apita

l

S

hare

s

Pr

emiu

m

P

rofit

Equ

ity

Note

RM

R

M

RM

RM

RM Ba

lance

at 1

st M

ay 2

012

5

0,00

0,00

0

(3

40,6

17)

2,

232,

152

74

3,66

5

52

,635

,200

Tota

l com

preh

ensiv

e ex

pens

e

-

-

-

(2

8,67

7)

(2

8,67

7)

Purc

hase

of t

reas

ury s

hare

s

-

(7,

191)

-

-

(7,

191)

Balan

ce a

t 30t

h Ap

ril 2

013

50,

000,

000

(347

,808

)

2,23

2,15

2

714,

988

52,5

99,3

32

Tota

l com

preh

ensiv

e in

com

e

-

-

-

5

1,59

5

5

1,59

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12 Jan 2015 4:50 PM

CONSOLIDATED STATEMENT OF CASH FLOWS



Period ended Year ended 2014 2013 Note RM RM CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 13,156,677 2,805,546 Adjustments for :- Allowance for impairment of receivables 143,582 94,275 Allowance for impairment of receivables written back (92,767) (53,683) Amortisation of long term leasehold land 197,076 91,875 Depreciation of property, plant and equipment 3,456,474 2,730,055 Depreciation of investment property 2,284 2,740 Deposit written off 2,500 37,055 Gain on disposal of property, plant and equipment (139,998) (3,606,658) Gain on disposal of investment property (207,003) - Interest expenses 2,384,286 1,963,465 Interest income (103,131) (10,282) Property, plant and equipment transferred to project costs 6,059,500 - Share of results of an associate (4,475,668) - Unrealised loss on foreign exchange 38,139 22,063 Operating profit before working capital changes 20,421,951 4,076,451 Decrease in amount due from contract customers (13,008,261) - Decrease in amount due to contract customers 743,316 - Decrease in inventories 6,066,448 5,118,345 Increase in receivables (1,357,275) (2,841,344) (Decrease)/Increase in payables (13,670,438) 3,123,125 Cash (used in)/generated from operations (804,259) 9,476,577 Interest paid (2,384,286) (1,963,465) Interest received 103,131 10,282 Net taxes paid (1,260,993) (660,573) Net cash (used in)/generated from operating activities (4,346,407) 6,862,821 CASH FLOWS FROM INVESTING ACTIVITIES Investment in an associated company (1,470,000) - Cash outflow on acquisition of a subsidiary company 11 (b) (17,173,037) - Proceeds from disposal of property, plant and equipment 140,000 8,084,102 Proceeds from disposal of investment property 767,718 - Purchase of property, plant and equipment (b) (7,994,473) (7,581,706) Decrease in deposits pledged to licensed banks (3,046,697) - Net cash (used in)/generated from investing activities (28,776,489) 502,396

12 Jan 2015 4:50 PM

CONSOLIDATED STATEMENT OF CASH FLOWS



Period ended Year ended 2014 2013 Note RM RM CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from disposal of treasury shares 1,044,368 - Drawdown of term loan 5,069,347 - Net proceeds from private placement 6,723,472 - Net proceeds from rights issue 32,218,799 - Purchase of treasury shares (1,642) (7,191) Repayment of hire purchase payables (1,749,436) (485,837) Repayment of bank borrowings (3,598,213) (5,009,510) Net cash generated from/(used in) financing activities 39,706,695 (5,502,538) NET INCREASE IN CASH AND CASH EQUIVALENTS 6,583,799 1,862,679 CASH AND CASH EQUIVALENTS BROUGHT FORWARD (2,184,158) (3,792,489)

EFFECT OF EXCHANGE RATE CHANGES 172,485 (254,348) CASH AND CASH EQUIVALENTS CARRIED FORWARD (a) 4,572,126 (2,184,158)

Note :- (a) Cash and cash equivalents :- Cash and bank balances 13,424,434 3,029,512 Bank overdrafts (Note 29) (8,852,308) (5,213,670) 20 4,572,126 (2,184,158) (b) Purchase of Property, Plant and Equipment During the financial period, the Group acquired property, plant and equipment with an aggregate cost of RM8,980,662

(2013 : RM8,610,090) of which RM986,189 (2013 : RM1,028,384) was acquired by means of hire purchase. Cash payment ofRM7,994,473 (2013 : RM7,581,706) were made to purchase property, plant and equipment.


12 Jan 2015 4:50 PM

STATEMENT OF CASH FLOWS



Period ended Year ended 2014 2013 Note RM RM

CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 139,792 54,012 Adjustments for :- Interest income (604,319) (520,977) Depreciation of property, plant and equipment 2,086 - Operating loss before working capital changes (462,441) (466,965) Increase in receivables (2,105,317) - Increase in payables 367,860 48,430 Cash used in operations (2,199,898) (418,535) Interest received 604,319 520,977 Tax paid (76,226) (26,838) Net cash (used in)/generated from operating activities (1,671,805) 75,604 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (35,263) - Investment in subsidiary companies (5,200,008) - Cash outflow on acquisition of a subsidiary company 11 (b) (7,250,000) - Investment in an associated company (1,470,000) - (Repayment to)/Advance from subsidiary companies (18,711,103) 6,414 Net cash (used in)/generated from investing activities (32,666,374) 6,414 CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury shares (1,642) (7,191) Net proceeds from disposal of treasury shares 1,044,368 - Net proceeds from private placement 6,723,472 - Net proceeds from rights issue 32,218,799 - Net cash generated from/(used in) financing activities 39,984,997 (7,191)

NET INCREASE IN CASH AND CASH QUIVALENTS 5,646,818 74,827 CASH AND CASH EQUIVALENTS BROUGHT FORWARD 221,919 147,092 CASH AND CASH EQUIVALENTS CARRIED FORWARD 5,868,737 221,919 Note : Cash and cash equivalents :- Cash and bank balances 5,868,737 221,919


12 Jan 2015 4:50 PM

NOTES TO THE FINANCIAL STATEMENTS


31ST AUGUST 2014

1. GENERAL INFORMATION

The Company is a public limited liability company incorporated and domiciled in Malaysia. It is listed on the Main Market of BursaMalaysia Securities Berhad.

The Company’s registered office is at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights,50490 Kuala Lumpur.

The Company’s principal place of business is at Lot 1890, Jalan KPB 9, Kawasan Perindustrian Balakong, 43300 Seri Kembangan,Selangor.

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

2.1 Statement of Compliance

The financial statements of the Group and of the Company have been approved by the Board of Directors for issuance on5th November 2014.

The financial statements of the Group and of the Company have been prepared in accordance with applicable MalaysianFinancial Reporting Standards (MFRS), International Financial Reporting Standards (IFRS) and the requirements of theCompanies Act, 1965 in Malaysia.

On 1st May 2013, the Group and the Company adopted the following new and amended MFRS and IC Interpretationsmandatory for annual financial periods beginning on or after 1st January 2013.

Effective for annual periods Description beginning on or after

MFRS 10 Consolidated Financial Statements 1st January 2013MFRS 11 Joint Arrangements 1st January 2013MFRS 12 Disclosure of Interests in Other Entities 1st January 2013MFRS 13 Fair Value Measurement 1st January 2013MFRS 119 Employee benefits (IAS 19 as amended by IASB in June 2011) 1st January 2013MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011) 1st January 2013MFRS 128 Investment in Associate and Joint Ventures (IAS 28 as amended by IASB in May 2011) 1st January 2013IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine 1st January 2013Annual Improvements 2009-2011 Cycle 1st January 2013Amendments to MFRS 1 : Government Loans 1st January 2013Amendments of MFRS 7 : Disclosures – Offsetting Financial Assets and Financial Liabilities 1st January 2013Amendments to MFRS 10, MFRS 11 and MFRS 12 : Consolidated Financial Statements, Joint 1st January 2013 Arrangements and Disclosure of Interests in Other Entities : Transition Guidance

The adoption of the above standards and interpretations did not have any effect on the financial performance or position ofthe Group and of the Company except for those disclosed below :

MFRS 10 – Consolidated Financial Statements

MFRS 10 replaces IC Interpretation 112 – Consolidation – Special Purpose Entities and the consolidation section in MFRS127 – Consolidated and Separate Financial Statements. It defines and sets out the principle of control to identify whether aninvestor controls an investee and establishes control as the basis for consolidation.

12 Jan 2015 4:50 PM



31ST AUGUST 2014

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONT’D)

2.1 Statement of Compliance (Cont’d)

MFRS 11 - Joint Arrangements

MFRS 11 replaces MFRS 131 – Investment in Joint Ventures and introduces new accounting requirements for jointarrangements. MFRS 11 eliminates jointly controlled assets and only differentiates between joint operations and joint ventures,depending on the rights and obligations of the parties to the arrangements. In addition, the option to apply the proportionalconsolidated method when accounting for jointly controlled entities is removed. The Directors concluded that the Group’sinvestment in joint arrangements be classified as joint operations under MFRS 11 and accounted for using the proportionateconsolidation method.

MFRS 12 – Disclosure of Interests in Other Entities

MFRS 12 provides disclosure requirements for all forms of interests in subsidiaries, joint arrangements, associates andunconsolidated structured entities. Disclosures include significant judgements and assumptions made in determining thenature of the entity’s interest in another entity and the risks associated with those interests.

MFRS 13 – Fair Value Measurement

MFRS 13 defines fair value, sets out the measurement framework and stipulates the disclosure requirements. It explainshow to measure fair value and does not change the measurement objective as established in existing MFRS.

MFRS 127 - Separate Financial Statements

As a consequence of the new MFRS 10 and MFRS 12, MFRS 127 is limited to accounting for subsidiaries, jointly controlledentities and associates in separate financial statements.

MFRS 128 - Investment in Associate and Joint Ventures

The revised MFRS 128 prescribes the accounting for investment in associated as well as Joint Ventures where the equitymethod accounting is required in accordance with MFRS 11.

Amendments to MFRS 7 - Financial Instruments : Disclosures

Amendments to MFRS 7 set out the additional disclosure requirements on the effects or potential effects including any rightsof a netting arrangement of a financial asset and a financial liability.

Amendments to MFRS 10 – Consolidated Financial Statements

Amendments to MFRS 10 introduces exception to the principle that all subsidiaries shall be consolidated. The amendmentsdefine an investment entity and require a parent that is an investment entity to measure its investment in particularsubsidiaries at fair value through profit or loss instead of consolidating those subsidiaries in its consolidated financialstatements.

Amendments to MFRS 12 – Disclosure of Interests in Other Entities

Amendments to MFRS 12 offers new disclosure requirements for a parent when it becomes or ceased to be an investmententity and also disclosure requirements for each unconsolidated subsidiary.

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31ST AUGUST 2014



Amendments to MFRS 101 - Presentation of Items of Other Comprehensive Income

The amendments to MFRS 101 introduce a grouping of items presented in other comprehensive income. Items that will bereclassified (“ recycled”) to profit or loss at a future point in time have to be presented separately from items that will not bereclassified.

Amendments to MFRS 116 – Property, Plant and Equipment

Amendments to MFRS 116 clarifies that items such as spare parts, stand-by equipment and servicing equipment shall berecognised as property, plant and equipment when they meet the definition of property, plant and equipment. Otherwise,such items are classified as inventory.

Amendments to MFRS 127 – Separate Financial Statements

Amendments to MFRS 127 clarifies that if a parent is required, in accordance with paragraph 31 of MFRS 10, to measureits investment in a subsidiary at fair value through profit or loss, it shall also account for its investment in that subsidiary inthe same way in its separate financial statements.

Amendments to MFRS 132 – Financial Instruments : Presentation

Amendments to MFRS 132 clarifies that income tax relating to distributions to holders of an equity instrument and totransaction costs of an equity transaction shall be accounted for in accordance with MFRS 112 Income Taxes.

Amendments to MFRS 134 – Interim Financial Reporting

Amendments to MFRS 134 clarifies that an entity shall disclose the total assets and liabilities for a particular reportablesegment only when the amounts are regularly provided to the chief operating decision maker and there has been a materialchange from the amount disclosed in the last annual financial statements for that reportable segment.

The adoption of the above did not result in any significant changes to the Group’s and Company’s results and financial position.

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Group’s and theCompany’s financial statements are disclosed below. The Group and the Company intend to adopt these standards, ifapplicable, when they become effective.

Effective for annual periods Description beginning on or after

Amendments to MFRS 132 : Offsetting Financial Assets and Financial Liabilities 1st January 2014Amendments to MFRS 10, MFRS 12 and MFRS 127 : Investment Entities 1st January 2014Amendments to MFRS 136 : Recoverable Amount Disclosures for Non-Financial Assets 1st January 2014Amendments to MFRS 139 : Novation of Derivatives and Continuation of Hedge Accounting 1st January 2014IC Interpretation 21 Levies 1st January 2014Amendments to MFRS 119 : Defined Benefit Plans : Employee Contributions 1st July 2014Annual Improvements to MFRSs 2010 - 2012 Cycle 1st July 2014Annual Improvements to MFRSs 2011 - 2013 Cycle 1st July 2014MFRS 9 Financial Instruments (IFRS 9 issued by IASB in November 2009) To be announcedMFRS 9 Financial instruments (IFRS 9 issued by IASB in October 2010) To be announcedMFRS 9 Financial Instruments : Hedge Accounting and amendments to MFRS 9, MFRS 7 To be announced and MFRS 139

12 Jan 2015 4:50 PM



31ST AUGUST 2014



The directors expect that the adoption of the above standards and interpretations will have no material impact on the financialstatements in the period of initial application except as discussed below :

MFRS 9 “Financial instruments – classification and measurement of financial assets and financial liabilities” (effective noearlier than annual periods beginning on or after 1 January 2017) replaces the parts of MFRS 139 that relate to theclassification and measurement of financial instruments. MFRS 9 requires financial assets to be classified into twomeasurement categories: those measured as at fair value and those measured at amortised cost. The determination is madeat initial recognition. The classification depends on the entity’s business model for managing its financial instruments andthe contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the MFRS139 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part ofa fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than in profit or loss,unless this creates an accounting mismatch.

2.2 Basis of Measurement

The financial statements of the Group and of the Company have been prepared under the historical cost convention andother measurement basis otherwise indicated in the respective accounting policies as set out below.

2.3 Functional and Presentation Currency

The financial statements of the Group and of the Company are presented in Ringgit Malaysia (RM), which is the Group’sand the Company’s functional currency.

2.4 Use of Estimates and Judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affectthe application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual resultsmay differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognisedin the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accountingpolicies that have the most significant effect on the amount recognised in the financial statements are described in therespective notes.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that havea significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financialyear are disclosed below :

(a) Useful lives of Property, Plant and Equipment

The Group estimates the useful lives of property, plant and equipment based on the period over which the assets areexpected to be available for use. The estimated useful lives of property, plant and equipment are reviewed periodicallyand are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercialobsolescence and legal or other limits on the use of the relevant assets. In additional the estimation of the useful livesof property, plant and equipment are based on internal evaluation and experience with similar assets. It is possiblethat future results of operations could be materially affected by changes in the estimates brought about by changes infactors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changesin these factors and circumstances. A reduction in the estimated useful lives of the property, plant and equipmentwould increase the recorded expenses and decrease the non-current assets.

12 Jan 2015 4:50 PM



31ST AUGUST 2014


2.4 Use of Estimates and Judgements (Cont’d)

(b) Impairment of loan and receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired.To determine whether there is objective evidence of impairment, the Group considers the factors such as the probabilityof insolvency or significant financial difficulties of the receivables and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based onhistorical loss experience for assets with similar credit risk characteristics.

(c) Construction Contracts

The Group recognises construction contract revenue and expense in the profit or loss by using the stage of completionmethod. The stage of completion is determined by reference to the proportion of contract costs incurred for workperformed to date bear to the estimated total contract costs, where appropriate.

Significant judgement is required in determining the stage of completion, the extent of the contract costs incurred, theestimated total contract revenue and costs, as well as the recoverability of amount due from customers. Total contractrevenue also includes an estimation of the amount of variation works that are recoverable from customers. In makingthe judgement, the Group evaluates based on past experience of the management on similar contract work undertakenby the Group and the expertise of specialists.

(d) Valuation of Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviewsrequire judgement and estimates. Possible changes in these estimates could result in revisions to the valuation ofinventories.

(e) Taxation

The Group has recognised certain tax recoverable for which the Group believes that there is a reasonable basis forrecognition. Where the final tax outcome of this matter is different from the amount that was initially recorded, suchdifference may cause a material adjustment to the carrying amount of the tax recoverable balance recorded in theperiod in which such determination is made.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available againstwhich temporary differences or unutilised tax losses and tax credits (including reinvestment allowance) can be utilised.This involves judgement regarding future taxable profits of a particular entity in which the deferred tax asset has beenrecognised.

During the current financial period, the Group has recognised deferred tax assets arising from unutilised tax losses asdisclosed in Note 14.

12 Jan 2015 4:50 PM



31ST AUGUST 2014

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company deducting all of itsliabilities.

3.1.1 Ordinary shares

Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs.Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period inwhich they are declared.

3.1.2 Treasury Shares

When the Company reacquires its own equity instruments, the amount of the consideration paid, including directlyattributable costs, is recognised as a deduction from equity. Repurchased shares that are not subsequentlycancelled are classified as treasury shares and are presented as a deduction from total equity.

3.2 Basis of Consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at thereporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statementsare prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactionsand events in similar circumstances.

All intra-group balances, income and expense and unrealised gains and losses resulting from intra-group transactions areeliminated in full.

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controllinginterest and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control isrecognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fairvalue at the date that control is lost. Subsequently, it is accounted for as an equity accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

Business Combination

Business combinations are accounted for using the acquisition method from the acquisition date, which is the date on whichcontrol is transferred to the Group.

The Group measures the cost of goodwill at the acquisition date as :

- the fair value of the consideration transferred; plus

- the recognised amount of any non-controlling interest in the acquiree; plus

- if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

- the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree either atfair value or at the proportionate share of the acquiree’s identifiable net assets at the acquisition date.

12 Jan 2015 4:50 PM



31ST AUGUST 2014

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.2 Basis of Consolidation (Cont’d)

Business Combination (Cont’d)

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connectionwith a business combination are expensed as incurred.

In business combination achieved in stages, previously held equity interests in the acquiree are re-measured to fair value atthe acquisition date and any corresponding gain or loss is recognised in profit or loss.

Non-controlling Interest

Non-controlling interest at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectlyto the equity holders of the Company, are presented in the consolidated statement of financial position and statement ofchanges in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interestin the results of the Group is presented in the consolidated statement of profit or loss and other comprehensive income asan allocation of the profit or loss and the comprehensive income for the year between non-controlling interests and theowners of the Company.

Losses applicable to the non-controlling interest in a subsidiary are allocated to the non-controlling interests even if doing socauses the non-controlling interests to have a deficit balance.

Changes in the Company ownership interest in a subsidiary that do not result in a loss of control are accounted for as equitytransactions between the Group and its non-controlling interests holders. Any difference between the Group’s share of netassets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves.

3.3 Subsidiary Companies

A subsidiary company is a company in which the Group has a long-term equity interest and power to exercise control overthe financial and operating policies so as to obtain benefits from its activities. In assessing control, potential voting rights thatpresently are exercisable are taken into account.

Investment in subsidiaries are measured in the Company’s statement of financial position at cost less any impairment losses,unless the investment is held for sale or distribution.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that controlcommences until the date that control ceases.

3.4 Associates

Associates are entities, including unincorporated entities, in which the Group has significant influences, but not control, overthe financial and operating policies.

Investments in associates are accounted for in the consolidated financial statements using the equity method and initiallyrecorded at cost less any impairment losses, unless it is classified as held for sale or distribution. The cost of the investmentincludes transactions costs. The consolidated financial statements include the Group’s share of the profit or loss and othercomprehensive income of the associates, after adjustments if any, to align the accounting policies with those of the Group,from the date that significant influence commences until the date that significant influence ceases.

When the Group’s share of losses exceed its interest in an associate, the carrying amount of that interest including any longterm investments is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Grouphas an obligation or has made payments on behalf of the associates.

12 Jan 2015 4:50 PM



31ST AUGUST 2014


3.4 Associates (Cont’d)

Unrealised gains on transactions between the Group and the associate are eliminated to the extent of the Group’s interest inthe associate. Unrealised losses are also eliminated on the same basis but only to the extent of the costs that can berecovered, and the balance that provides evidence of reduction in net realisable value or an impairment of the assetstransferred are recognised in the profit or loss.

3.5 Joint Arrangements

Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring unanimousconsent for decisions about the activities that significantly affect the arrangements’ returns.

Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractualrights and obligations of each investor. The Group adopted MFRS 11, Joint Arrangements in the current financial period. Asa result, joint arrangements of the Group are classified as “ joint operation” when the Group has rights to the assets andobligations for the liabilities relating to an arrangement. The Group accounted for each of its share of the assets, liabilitiesand transactions, including its share of those held or incurred jointly with the other investors, in relation to the joint operation.

Investment in an unincorporated jointly controlled entity is accounted for in the separate financial statements using the line-by-line reporting format for proportionate consolidation.

3.6 Goodwill

Goodwill arising on the acquisitions of subsidiaries is recognised as an asset carried at cost as established at the acquisitiondate less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events orchanges in circumstances indicates that the carrying value may be impaired. For the purpose of impairment testing, goodwillfrom acquisition date is allocated to each of the Group’s cash-generating unit (“CGU”) or CGUs that are expected to benefitfrom the synergies of the combination in which the goodwill arose. The test for impairment of goodwill on consolidation is inaccordance with the Group’s accounting policy for impairment of non-financial assets. An impairment loss recognised forgoodwill is not reversed in a subsequent period.

Where goodwill forms part of a CGU or groups of CGUs and part of the operation within that unit is disposed of, the goodwillassociated with the operation disposed of is included in the carrying amount of the operation when determining the gain orloss on disposal of the operation. Goodwill disposed of in this circumstances is measured based on the relative values of theoperation and portion of the CGU retained.

3.7 Property, Plant and Equipment

Capital work in progress is not depreciated until the assets are ready for its intended use. All other item of property, plantand equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an assetif, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of theitem can be measured reliably. Subsequent to recognition, property, plant and equipment are measured at cost lessaccumulated depreciation and accumulated impairment losses.

Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only whenit is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can bemeasured reliably. The carrying amount of the replaced part is derecognised. The costs of the day to day servicing of property,plant and equipment are recognised in the profit or loss as incurred.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

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31ST AUGUST 2014


3.7 Property, Plant and Equipment (Cont’d)

Freehold land and buildings, leasehold land and building and low cost apartments are stated at revalued amount, which arethe fair values at the date of the revaluation less any impairment losses. Fair values are determined from market-basedevidence by appraisal that are undertaken by professionally qualified valuers on 30th April 2012. Revaluations are performedevery 5 years to ensure that the fair value of a revalued asset does not differ materially from that which would be determinedusing fair values at reporting date.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for asseparate items (major components) of property, plant and equipment.

Depreciation is calculated to write off the cost of property, plant and equipment on a straight line basis over the estimateduseful lives of the assets concerned.

Lease assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that theGroup will obtain ownership by the end of the lease term. Freehold land is not depreciated.

The principal annual rates used for this purpose are as follows :-

%

Freehold buildings 2Long term leasehold land Over the leasehold period of 69 – 70 yearsLong term leasehold building 2Low cost apartments 2Plant and machinery 12 – 20Factory equipment 12Cranes 20Motor vehicles 20Furniture, fittings and office equipment 10 – 20Container/Cabin 20Renovations 10

The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount,method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of thefuture economic benefits embodied in the items of property, plant and equipment.

3.8 Investment Property

Investment property, consisting of freehold land and building, is held to earn rentals and/or for capital appreciation. Investmentproperty is stated at cost, including transaction costs, less accumulated depreciation and impairment losses, consistent withthe accounting policy for property, plant and equipment.

Investment property is derecognised when either they have been disposed of or when the investment property is permanentlywithdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement ordisposal of an investment property are recognised in profit or loss in the year in which they arise.

Freehold land is stated at cost and is not depreciated. The annual depreciation rate for buildings is 2% calculated on thestraight line basis based on the remaining estimated useful lives of the buildings.

The estimated useful lives, residual values and depreciation method of investment property are reviewed at each year end,with the effect of any changes in estimates accounted for prospectively.

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31ST AUGUST 2014


3.9 Income Taxes

Income taxes comprise current and deferred tax. Tax expense is recognised in profit or loss except to the extent that it relatesto items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enactedat the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts ofassets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised forthe following temporary differences : the initial recognition of goodwill, the initial recognition of assets or liabilities in atransaction that is not a business combination and that affects neither accounting nor taxable profit (tax loss). Deferred taxis measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on thelaws that have been enacted or substantively enacted by the reporting date.

Deferred tax liability is recognised for all taxable temporary differences.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, andthey relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but theyintend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against whichtemporary difference can be utilised. Deferred tax assets are reviewed at each reporting period and are reduced to the extentthat it is no longer probable that the related tax benefit will be realised.

Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not tax base of an asset, isrecognised as a deferred tax asset to the extend that is probable that the future taxable profits will be available against theunutilised tax incentive.

3.10 Impairment

(i) Financial assets

All financial assets (except for investments in subsidiaries and investments in associated company) are assessed ateach reporting date whether there is any objective evidence of impairment as a result of one or more events having animpact on the estimated future cash flows of the asset. Losses expected as a result of future events, no matter howlikely, are not recognised.

An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the differencebetween the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’soriginal effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.When the asset becomes uncollectible, it is written off against the allowance account.

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss andis measured as the difference between the financial asset’s carrying amount and the present value of estimated futurescash flows discounted at the current market rate of return for a similar financial asset.

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3.10 Impairment (Cont’d)

(ii) Non-financial assets

The carrying amounts of non-financial assets (except for deferred tax asset) are reviewed at the end of eachreporting period to determine whether there is any indication of impairment. For goodwill and intangible assetsthat have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated eachperiod at the same time.

If any such indication exists, then the asset’s recoverable amount is estimated. For the purpose of impairmenttesting, assets are grouped together into the smallest group of assets that generates cash inflows from continuinguse that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generatingunit” ).

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value lesscosts to sell. In assessing value in use, the estimated future cash flows are discounted to their present value usinga pre-tax discount rate that reflects current market assessments of the time value of money and the risks specificto the asset.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds itsrecoverable amount.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generatingunits are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reducethe carrying amount of the other assets in the unit (groups of units) on a pro rata basis.

Impairment losses recognised in prior periods are assessed at the end of each reporting period for any indicationsthat the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in theestimates used to determine the recoverable amount since the last impairment loss was recognised. An impairmentloss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that wouldhave been determined net of depreciation or amortisation losses are credited to profit or loss in the period in whichthe reversals are recognised.

The impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversedif there has been a change in estimates used to determine the recoverable amount.

3.11 Foreign Currencies Conversion

3.11.1 Transactions in Foreign Currencies

Transactions in foreign currencies are converted into Ringgit Malaysia at the exchange rates ruling at the time oftransactions or at contracted rates where applicable. Foreign currency assets and liabilities are converted at theexchange rates ruling at the reporting date. All exchange differences are dealt with in the profit or loss.

3.11.2 Translation of Foreign Currency Financial Statements

Assets and liabilities of foreign subsidiary companies are translated into Ringgit Malaysia at the rates of exchangeruling at the reporting date and the results of foreign subsidiary companies are translated at the average rate ofexchange for the period. Exchange differences arising from the retranslation of the opening net investments inforeign subsidiary companies and from the translation of the results of those subsidiary companies at the averagerate are dealt with through the Foreign Currency Translation Reserve (“FCTR”) in equity.

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3.11 Foreign Currencies Conversion (Cont’d)

3.11.2 Translation of Foreign Currency Financial Statements (Cont’d)

When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulativeamount in the FCTR related to that foreign operation is reclassified to profit or loss as part of the profit or loss ondisposal.

In the consolidated financial statements, when settlement of a monetary item receivable from or payable to aforeign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arisingfrom such a monetary item are considered to form part of a net investment in a foreign operation and arerecognised in other comprehensive income, and are presented in the FCTR in equity.

The exchange rates ruling at reporting date used for each unit of foreign currencies to Ringgit Malaysia are asfollows :-

Average Year End 2014 2013 2014 2013

RM RM RM RM

1 United States Dollar - - 3.1585 3.029100 New Taiwanese Dollar - - 10.545 -100 Indonesian Rupiah 0.02859 0.03230 0.02695 0.03115

3.12 Construction Contracts

Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are recognisedas revenue and expenses respectively by using the stage of completion method. The stage of completion is measured byreference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent ofcontract costs incurred that are likely to be recoverable. Contract costs are recognised as expense in the period in whichthey are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expenseimmediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in contract work, claimsand incentive payments to the extent that it is probable that they will result in revenue and they are capable of being reliablymeasured.

When the total costs incurred on construction contracts plus recognised profits (less recognised losses) exceeds progressbillings, the balance is classified as amount due from contract customers. When progress billings exceed costs incurredplus, recognised profits (less recognised losses), the balance is classified as amount due to contract customers.

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3.13 Inventories

Inventories are stated at the lower of cost and net realisable value after due allowances are made for damaged, obsoleteand slow moving items. Cost is principally determined on weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completionand selling expenses.

The cost of raw materials includes the original purchase price and the incidental expense incurred in bringing the inventoriesto their present location and condition. The cost of work in progress and finished goods include the cost of raw materials,direct labour and an appropriate proportion of manufacturing overheads based on normal operating capacity.

3.14 Leases

(i) Classification

A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidentalto ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases ofother assets and the land and buildings elements of a lease of land and buildings are considered separately for thepurposes of leases classification. All leases that do not transfer substantially all the risks and rewards are classifiedas operating leases, with the following exceptions:

Property held under operating leases that would otherwise meet the definition of an investment property is classifiedas an investment property on a property-by-property basis and, if classified as investment property, is accounted foras held under a finance lease; and

Land held for own use under an operating lease, the fair value of which cannot be measured separately from the fairvalue of a building situated thereon at the inception of the lease, is accounted for as being held under a financelease, unless the building is also clearly held under an operating lease.

(ii) Finance Leases

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fairvalues and the present value of the minimum lease payments at the inception of the leases, less accumulateddepreciation and impairment losses. The corresponding liability is included in the statement of financial position asborrowings. In calculating the present value of the minimum lease payments, the discount factor used is the interestrate implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate isused. Any initial costs are also added to the carrying amount of such assets.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Financecosts, which represent the difference between the total leasing commitments and the fair value of assets acquired,are recognised in the profit or loss over the term of the relevant lease so as to produce a constant periodical rate ofcharge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is in accordance with that for depreciable property, plant and equipmentas described in note 3.7.

(iii) Operating Leases

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over thelease term on a straight-line basis.

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3.14 Leases (Cont’d)

(iii) Operating Leases (Cont’d)

In the case of a lease of land, the minimum lease payments or the up-front payments made are allocated, whenevernecessary, between the land elements in proportion to the relative fair values for leasehold interests in the landelement of the lease at the inception of the lease. The up-front payment represents prepaid lease payments andare amortised on a straight-line basis over the lease term.

3.15 Revenue Recognition

Revenue of the Group and of the Company are recognised on the following basis :

3.15.1 Revenue from sale of goods are recognised upon the delivery of goods and customer’s acceptance.

3.15.2 Revenue from construction contracts is accounted for by the stage of completion method as described in Note3.12.

3.15.3 Rental income and management fees are recognised on accrual basis.

3.15.4 Dividend income is recognised when the shareholder’s right to receive payment is established.

3.15.5 Interest income is recognised as it accrues using the effective interest method in profit or loss.

3.16 Segment Information

Segment reporting is presented for enhanced assessment of the Group’s risks and returns. Business segments provideproducts or services that are subject to risks and returns that are different from those of other business segments.Geographical segments provide products or services within a particular economic environment that is subject to risks andreturns that are different from those components operating in other economic environments.

Segment revenue, expense, assets and liabilities are those amounts resulting from the operating activities of a segmentthat are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to thesegment. Segment revenue, expense, assets and liabilities are determined before intragroup balances and intragrouptransactions are eliminated as part of the consolidation process, except to the extent that such intragroup balances andtransactions are between Group enterprises within a single element.

All operating segment’s operating results are reviewed regularly by the chief operating decision maker which consists ofExecutive Chairman/Chief Executive and Executive Directors, to make decision about resources to be allocated to thesegment and to assess its performance, and for which discrete financial information is available.

3.17 Provision for Liabilities

Provision for liabilities are recognised when the Group has present obligations as a result of a past event and it is probablethat an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimateof the amount can be made. Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditureexpected to be required to settle the obligation.

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3.18 Employee Benefit Costs

Short term benefits

Wages, salaries, bonuses, social security contributions, paid annual leave and paid sick leave are recognised as an expensein the period in which the associated services are rendered by employees of the Group.

Short term accumulating compensated absences such as paid annual leaves are recognised when services are renderedby employees that increase their entitlement to future compensated absences. Short term non-accumulating compensatedabsences such as sick leaves are recognised when the absences occur.

Defined contribution plan

Contributions to the Employees’ Provident Fund are charged to the profit or loss in the period to which they relate.

3.19 Borrowing Costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset arerecognised in profit or loss using the effective interest method.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditures for the assetis being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intendeduse or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activitiesnecessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.

3.20 Financial Assets

The Group and the Company determines the classification of its financial assets at initial recognition and re-evaluates thisdesignation at every reporting date, with the exception that the designation of financial assets at fair value through profit orloss at inception is not revocable.

Financial assets are recognised on the statement of financial position when the Group and the Company becomes a partyto the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measuredat their fair values.

Purchases and sales of financial assets are recognised on trade-date - the date on which the Group and the Companycommits to purchase or sell the asset. A financial asset is derecognised where the contractual rights to receive cash flowsfrom the asset has expired or has been transferred and the Group and the Company have transferred substantially all risksand rewards of ownership. On derecognition of a financial asset in its entirety, the difference between the carrying amountand the sum of the consideration received is recognised in profit or loss.

3.20.1 Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through profit or loss if they are held for trading orare designated as such upon initial recognition. Financial assets held for trading are derivatives (except forderivative that is a financial guarantee or a designated and effective hedge instrument) or financial assets acquiredprincipally for the purpose of selling in the near team.

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair valuecannot be reliably measured are measured at cost.

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3.20 Financial Assets (Cont’d)

3.20.1 Financial assets at fair value through profit or loss (Cont’d)

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value.Any gains or losses arising from changes in fair value are recognised in profit or loss. Net gains or net losses onfinancial assets at fair value through profit or loss do not include exchange differences, interest and dividendincome. Exchange differences, interest and dividend income on financial assets at fair value through profit or lossare recognised separately in profit or loss as part of other losses or other income.

3.20.2 Held – to – maturity investments

Held-to-maturity investments category comprises debt instruments that are quoted in an active market and theGroup and the Company have the positive intention and ability to hold them to maturity.

Financial assets categorised as held-to-maturity investments are subsequently measured at amortised cost usingthe effective interest method.

3.20.3 Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quotedin an active market. Financial assets categorised as loans and receivables are subsequently measured at amortisedcost using the effective interest method.

3.20.4 Available-for-sale financial assets

Available-for-sale category comprises investments in equity and debt securities instruments are designated asavailable for sale.

After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses fromchanges in fair value of the financial asset are recognised in other comprehensive income, except that impairmentlosses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged risks offair value hedges which are recognised in profit or loss. The cumulative gain or loss previously recognised in othercomprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financialasset is derecognised. Interest calculated for a debt instruments using the effective interest method is recognisedin profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when theGroup’s and the Company’s right to receive payment is established.

Investments in equity instruments that do not have a quoted market price in an active market and whose fairvalue cannot be reliably measured are measured at cost.

Available-for-sale financial assets are classified as non-current assets unless they are expected to be realisedwithin 12 months after the reporting date.

All financial assets, except for those measured at fair value through profit or loss, are subject to review forimpairment.

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3.21 Financial Liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitionsof a financial liability.

Financial liabilities, within the scope of MFRS 139, are recognised in the statements of financial position when, and onlywhen, the Group and the Company become a party to the contractual provisions of the financial instrument. Financialliabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

3.21.1 Financial Liabilities at Fair Value through Profit or Loss

Financial liabilities at fair value through profit or loss include financial liabilities that are derivatives (except for aderivative that is a financial contract or a designated and effective hedge instruments) and financial liabilities thatare specifically designated into this category upon initial recognition.

Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair valuecannot be reliably measured are measured at cost.

Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fairvalue with the gain or loss recognised in profit or loss.

The Group and the Company has not designated any financial liabilities at fair value through profit or loss.

3.21.2 Other Financial Liabilities

The Group’s and the Company’s other financial liabilities include trade payables, other payables and loans andborrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs andsubsequently measured at amortised cost using the effective interest method.

For the financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised,and through the amortisation process.

Loan and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequentlymeasured at amortised cost using the effective interest method. Borrowings are classified as current liabilitiesunless the Group has an unconditional right to defer settlement of the liability for at least 12 month after thereporting date.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financialliability is replaced by another from the same lender on substantially different terms, or the terms of an existingliability are substantially modified such an exchange or modification is treated as a derecognition of the originalliability and the recognition of a new liability, and the difference in the respective carrying amounts is recognisedin profit or loss.

3.21.3 Financial Guarantee Contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse theholder for a loss it incurs because a specified debtor fails to make payment when due in accordance with original ormodified terms of debt instrument. Financial guarantee contracts are recognised initially at fair value plus transactioncosts and thereafter, at the higher of the best estimate of the expenditure required to settle the present obligation atthe end of the reporting period and the amounts initially recognised less cumulative amortisation recognised.

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3.22 Related Parties

A party is related to an entity (referred to as the “ reporting entity” ) if :-

(a) A person or a close member of that person’s family is related to a reporting entity if that person :-

(i) has control or joint control over the reporting entity;

(ii) has significant influence over the reporting entity; or

(iii) is a member of the key management personnel of the reporting entity of a parent of the reporting entity.

(b) An entity is related to a reporting entity if any of the following conditions applies :-

(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiaryand fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of agroup of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or anentity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers arealso related to the reporting entity.

(vi) The entity is controlled or jointly controlled by a person identified in (a) above.

(vii) A person identified in (a)(i) above has significant influence over the entity or is a member of the keymanagement personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to influence, or beinfluenced by, that person in their dealings with entity.

3.23 Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction betweenmarket participants at the measurement date, regardless of whether that price is directly observable or estimated using avaluation technique. The measurement assumes that the transaction takes place either in the principal market or in theabsence of a principal market, in the most advantageous market. For non-financial asset, the fair value measurement takesinto account a market participant’s ability to generate economic benefits by using the asset in its highest and best use orby selling it to another market participant that would use the asset in its highest and best use.

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3.23 Fair Value Measurements (Cont’d)

For financial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows :-

Level 1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can accessat the measurement date;

Level 2 : Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability,either directly or indirectly; and

Level 3 : Inputs are unobservable inputs for the asset or liability.

The transfer of fair value between levels is determined as of the date of the event or change in circumstances that causedthe transfer.

3.24 Contingent Liabilities

The Group and the Company does not recognise contingent liabilities but discloses their existence in the notes to thestatement of financial position. A contingent liability is a possible obligation that arises from past events whose crystallisationwill be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of theGroup and the Company or a present obligation that is not recognised because it is not probable that an outflow of resourceswill be required to settle the obligation. A contingent liability also arises in the extremely rare circumstances where there isa liability that is not recognised because it cannot be measured reliably.

4. PRINCIPAL ACTIVITIES

The principal activities of the Company are those of investment holding and providing management services. The principal activitiesof the subsidiary companies are disclosed in Note 11 to the financial statements.

5. REVENUE

Group Company Period ended Year ended Period ended Year ended 2014 2013 2014 2013 RM RM RM RM

Sales of goods 115,644,402 86,932,311 - -Construction revenue 54,613,833 - - -Management fees - - 5,192,000 1,800,000Secondment fees - - - 152,000

170,258,235 86,932,311 5,192,000 1,952,000

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6. PROFIT BEFORE TAXATION


This is stated after charging :- Auditors’ remuneration - current year 175,496 57,106 35,570 12,000- underprovision in prior year 9,000 - 3,000 -Allowance for impairment of receivables 143,582 94,275 - -Amortisation of long term leasehold land 197,076 91,875 - -Depreciation of investment property 2,284 2,740 - -Depreciation of property, plant and equipment 3,456,474 2,730,055 2,086 -Directors’ emoluments 4,009,165 1,712,693 3,526,483 1,712,693Directors’ fees 272,000 204,000 272,000 204,000Interest expenses on : - Hire purchase 304,645 95,812 - -- LC, TR, Revolving credit and BA interest 1,306,758 1,141,884 - -- Term loan interest 398,808 143,464 - -- Overdraft interest 217,202 582,305 - -- Bank commission and charges 156,873 - - -Loss on foreign exchange - realised 71,722 260,318 - 76,969- unrealised 38,139 22,063 - -Preliminary expenses 25,140 - - -Rental of office equipment 2,375 - - -Rental of store 11,600 - - -Deposit written off 2,500 37,055 - -Rental of factory equipment 1,979 - - -Rental of premises - company in which certain directors have interest 220,000 - - -- others 33,103 - - -Rental of house 83,655 - - -Staff costs (excluding directors) 8,984,616 3,648,835 1,159,445 237,759

And crediting:- Gain on disposal of investment property 207,003 - - -Bad debts recovered 1,500 - - -Rental income 133,500 97,350 - -Allowance for impairment of receivable written back 92,767 53,683 - -Interest income : - subsidiary companies - - 522,012 520,977- others 103,131 10,282 82,307 -Gain on disposal of property, plant and equipment 139,998 3,606,658 - -Realised gain on foreign exchange - 11 - -

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6. PROFIT BEFORE TAXATION (CONT’D)


Staff costs Joint operation partner’s emolument 14,300 - - -Salaries and wages 7,904,541 3,271,971 1,021,210 210,420Contributions to defined contribution plan 885,128 293,168 124,718 25,340Social security contribution 63,316 26,546 9,489 1,999Other benefits 117,331 57,150 4,028 -

8,984,616 3,648,835 1,159,445 237,759

DIRECTORS’ REMUNERATION Executive

Salaries and other emoluments 3,292,840 1,510,079 3,116,029 1,510,079 Pension costs - defined contribution plans 396,435 181,114 373,454 181,114

3,689,275 1,691,193 3,489,483 1,691,193

The estimated monetary value of benefits-in-kind received by the Directors otherwise than in cash from the Group and the Companyamounted to RM41,378 (2013 : RM50,200) and RM41,378 (2013 : RM50,200) respectively.

Group Company 2014 2013 2014 2013 RM RM RM RM

Non-Executive

- Other emoluments 37,000 21,500 37,000 21,500- Fees 272,000 204,000 272,000 204,000

309,000 225,500 309,000 225,500

Other Directors – Directors of the subsidiaries Salaries and other emoluments 253,644 - - - Pension costs - defined contribution plans 29,246 - - -

282,890 - - -

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6. PROFIT BEFORE TAXATION (CONT’D)

The Directors’ remuneration during the financial period ended 31st August 2014 fall within the following bands :-

Range of remuneration No. of No. ofRM Executive Directors Non-Executive Directors

up to 100,000 - 3100,001 to 200,000 1 1200,001 to 300,000 1 -300,001 to 400,000 2 -400,001 to 500,000 - -500,001 to 600,000 1 -600,001 to 700,000 1 -Above 1,000,000 1 -

Total 7 4

7. TAXATION


Based on the results for the period/year :- Current Tax Malaysian Income Tax 2,461,595 401,000 123,000 82,000 Deferred taxation (Note 14) (943,899) (310,875) 4,000 -

1,517,696 90,125 127,000 82,000(Over)/Underprovision in prior years Malaysian Income Tax (41,551) 2,439 (38,803) 689

Tax expense for the period/year 1,476,145 92,564 88,197 82,689

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7. TAXATION (CONT’D)

Reconciliation between tax expense and the product of accounting profit multiplied by the applicable tax rate :-


Profit before taxation 13,156,677 2,805,546 139,792 54,012Less : Share of results of an associate, net of tax (4,475,668) - - -

8,681,009 2,805,546 139,792 54,012

Tax at Malaysian statutory tax rate of 25% (2013 : 25%) 2,170,252 701,387 34,948 13,503

Non allowable expenses 201,462 129,762 92,052 68,497Non taxable income (51,751) (901,360) - -Tax effect for tax incentive : - reinvestment allowances (395,950) (153,155) - -- double deduction (3,849) (2,434) - -Deferred tax asset not recognised - 315,925 - -Deferred tax assets recognised during the period (366,878) - - -

1,553,286 90,125 127,000 82,000Underprovision in prior years - taxation (41,551) 2,439 (38,803) 689- deferred tax (35,590) - - -

Tax expense for the period/year 1,476,145 92,564 88,197 82,689

8. EARNINGS PER ORDINARY SHARE

Basic earnings per ordinary share :-

The basic earnings per ordinary share for the financial period has been calculated based on the consolidated profit after tax dividedby the weighted average number of ordinary shares outstanding (adjusted for treasury shares) during the financial period/year.

2014 2013 RM RM

Consolidated profit after tax 11,680,532 2,712,982

Weighted average number of ordinary shares outstanding (adjusted for treasury shares) 124,662,225 98,857,532

Basic earnings per ordinary share (sen) 9.37 2.74

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9. PROPERTY, PLANT AND EQUIPMENT

Group Acquisition of Reclassification As at a subsidiary Exchange /Transferred to As at

Cost/ 1.5.13 Addition company Difference (Disposal) project cost 31.8.14Valuation RM RM RM RM RM RM RM

Freehold land 13,800,000 - - - - - 13,800,000Freehold buildings 9,630,950 - - - - - 9,630,950Long term

leasehold land 9,543,509 23,562 - (585,844) - - 8,981,227Long term

leasehold buildings 3,065,502 - - (476,227) - 5,382,663 7,971,938Low cost

apartments 172,921 - - - - - 172,921Plant, machinery

and equipment 29,738,479 3,065,696 6,779,180 (166,553) - (6,059,500) 33,357,302Cranes 48,201 - - - - - 48,201Motor vehicles 3,783,681 1,168,122 2,653,482 (8,721) (305,234) - 7,291,330Furniture, fittings

and office equipment 1,153,240 784,179 638,477 (11,065) - - 2,564,831

Renovations - 694,270 125,639 - - - 819,909Container/Cabin 33,701 14,400 29,575 - - - 77,676Capital work

in progress 2,152,230 3,230,433 - - - (5,382,663) -

73,122,414 8,980,662 10,226,353 (1,248,410) (305,234) (6,059,500) 84,716,285

Acquisition of As at Charge for a subsidiary Exchange As at 1.5.13 the period company (Disposal) Difference 31.8.14 RM RM RM RM RM RM

Accumulated Depreciation/ Amortisation

Freehold land - - - - - -Freehold buildings 1,523,513 259,471 - - - 1,782,984Long term leasehold land 400,446 197,076 - - (4,295) 593,227Long term leasehold buildings 321,502 127,422 - - (2,438) 446,486Low cost apartments 25,921 5,026 - - - 30,947Plant, machinery and equipment 21,440,932 2,493,029 483,467 - (8,167) 24,409,261Cranes 48,199 - - - - 48,199Motor vehicles 3,189,764 383,926 1,882,510 (305,232) (1,101) 5,149,867Furniture, fittings and

office equipment 863,364 158,371 256,702 - (346) 1,278,091Renovations - 25,063 61,733 - - 86,796Container/Cabin 30,155 4,166 10,897 - - 45,218Capital work in progress - - - - - -

27,843,796 3,653,550 2,695,309 (305,232) (16,347) 33,871,076

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9. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Net Book Value Depreciation Charge 2014 2013 2014 2013 RM RM RM RM

Freehold land 13,800,000 13,800,000 - -Freehold buildings 7,847,966 8,107,437 259,471 165,238Long term leasehold land 8,388,000 9,143,063 197,076 91,875Long term leasehold buildings 7,525,452 2,744,000 127,422 56,000Low cost apartments 141,974 147,000 5,026 3,000Plant, machinery and equipment 8,948,041 8,297,547 2,493,029 2,215,014Cranes 2 2 - -Motor vehicles 2,141,463 593,917 383,926 203,863Furniture, fittings and office equipment 1,286,740 289,876 158,371 65,935Renovations 733,113 - 25,063 20,945Container/Cabin 32,458 3,546 4,166 60Capital work in progress - 2,152,230 - -

50,845,209 45,278,618 3,653,550 2,821,930

Company Balance as Balance as at 1.5.13 Addition at 31.8.14

Cost RM RM RM

Office equipment - 35,263 35,263

Balance as Charge for Balance as at 1.5.13 the period at 31.8.14

Accumulated Depreciation RM RM RM

Office equipment - 2,086 2,086


Office equipment 33,177 - 2,086 -

As at the reporting date, the titles for the low cost apartments of the Group have yet to be issued by the relevant authority.

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9. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Included in property, plant and equipment are the following that were acquired under hire purchase arrangements :-

2014 2013 Cost Net Book Value Cost Net Book Value RM RM RM RM

Plant and machinery 580,000 481,400 3,360,775 2,576,094Motor vehicles 1,888,125 1,635,333 448,385 435,540

2,468,125 2,116,733 3,809,160 3,011,634

The cost/valuation and net book value of property, plant and machinery pledged to financial institutions for banking facilities grantedto the Group as mentioned in Notes 25 and 29 are as follows :-

2014 2013 Cost/ Cost/ Valuation Net Book Value Valuation Net Book Value RM RM RM RM

Long term leasehold land 8,981,227 8,388,000 9,543,509 9,143,062Long term leasehold buildings 7,971,938 7,525,452 3,065,501 2,744,000Freehold land 13,800,000 13,800,000 13,800,000 13,800,000Freehold buildings 9,630,950 7,847,966 9,630,950 8,107,437Plant, machinery and equipment - - 11,004,655 1,562,501Capital work in progress - - 2,152,230 2,152,230

40,384,115 37,561,418 49,196,845 37,509,230

The freehold land and buildings, and low cost apartments are stated at valuation based on an independent professional valuationby Messrs Raine & Horne International Zaki + Partners Sdn Bhd using the market value basis on 30th April 2012.

The long term leasehold land and building related to a parcel of long term leasehold land which was revalued on 30th April 2012based on an independent professional valuation by Messrs Raine & Horne International Zaki + Partners Sdn Bhd using the marketvalue basis.

Had the revalued freehold land and buildings, long term leasehold land and building and low cost apartments been carried athistorical cost less accumulated depreciation and impairment losses, the net book value of each class of properties would havebeen as follows:

2014 2013 RM RM

Freehold land 5,255,173 5,255,173Freehold buildings 5,641,589 5,832,948Long term leasehold land 2,506,775 2,572,312Long term leasehold building 2,428,991 2,504,361Low cost apartments 108,315 111,975

15,940,843 16,276,769

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10. INVESTMENT PROPERTY

Group Balance as Balance as at 1.5.13 (Disposal) at 31.8.14

Cost RM RM RM

Freehold land and building 668,023 (668,023) -

Balance as Charge for Balance as at 1.5.13 the period (Disposal) at 31.8.14

Accumulated Depreciation/Impairment Loss RM RM RM RM

Freehold land and building 105,024 2,284 (107,308) -


Freehold land and building - 562,999 2,284 2,740

11. INVESTMENT IN SUBSIDIARY COMPANIES

Company 2014 2013 RM RM

Unquoted shares, at cost At 1st May 43,340,079 43,340,079Additional 30,450,008 -

At 31st August/ 30th April 73,790,087 43,340,079

The subsidiary companies are :-

Effective InterestName Place of 2014 2013 Direct Subsidiaries Incorporation % % Principal Activities

Weng Zheng Sdn Bhd Malaysia 100 100 Manufacturing and processing of cold drawn

bright steel products and related steel products

Weng Zheng Trading Sdn Bhd Malaysia 100 100 Dealers in steel products

Weng Zheng Marketing Sdn Bhd Malaysia 100 100 Processing and marketing of all types of steel products

PT WZ Steel* Indonesia 100 100 Manufacturing and processing of cold drawn bright steel products

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11. INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)

Effective InterestName Place of 2014 2013 Direct Subsidiaries Incorporation % % Principal Activities

WZS KenKeong Sdn Bhd Malaysia 100 - Construction and civil engineering

(Formerly known asKenKeong Sdn Bhd) *

WZS Engineering Sdn Bhd Malaysia 100 - Dormant

WZS Prisma Sdn Bhd Malaysia 100 - To engage in renewable energy business

WZS Geoassets Sdn Bhd Malaysia 100 - Trading in mineral resources

WZ Satu Sysbuild Sdn Bhd Malaysia 100 - Dormant

WZS Technologies Sdn Bhd Malaysia 100 - To engage in precision engineering primarily for the oil and gas sector

WZS Powergen Sdn Bhd Malaysia 100 - To engage in the provision of power generation and power solutions to oil and gas industry and power sector

* Audited by other firms of chartered accountants for the period ended 31st August 2014.

(a) Acquisition Of New Subsidiary Companies

(i) On 11th October 2013, the Company acquired two (2) ordinary shares of RM1.00 each in the capital of WZS GeoassetsSdn Bhd, WZ Satu Sysbuild Sdn Bhd, WZS Engineering Sdn Bhd and WZS Prisma Sdn Bhd.

(ii) On 5th May 2014, the Company acquired two (2) ordinary shares of RM1.00 each in the capital of WZS PowergenSdn Bhd and WZS Technologies Sdn Bhd.

(b) Acquisition of A Subsidiary Company

On 8th May 2014, the Company completed the acquisition of 750,000 ordinary shares of RM1.00 each in the share capitalof WZS KenKeong Sdn Bhd (formerly known as KenKeong Sdn Bhd) (“KenKeong”), representing 100% equity interest inKenKeong for a purchase consideration of RM27.50 million, thereby KenKeong became a wholly-owned subsidiary of theGroup.

The Company paid the cash consideration of RM7,250,000 and allotted 25,000,000 ordinary shares to the vendors ofKenKeong. As a result of the acquisition, the Group had diversified its income stream and enhance overall long-term growthprospects.

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(b) Acquisition of A Subsidiary Company (Cont’d)

The following summarises the consideration transferred and recognised amount of assets acquired and liabilities assumedat the acquisition date:

Fair value of consideration transferred RM Cash 7,250,000Ordinary shares issued (25,000,000 @ RM0.72) 18,000,000

25,250,000

Identifiable assets acquired and liabilities assumed

Fair Value RM Plant and equipment 7,531,044Amount due from contract customers 9,576,887Receivables 28,472,095Tax recoverable 25,530Fixed deposit with a licensed bank 3,984,403Cash and cash equivalents (9,923,037)Payables (29,710,053)Deferred tax liabilities (293,985)Hire purchase payables (5,180,912)

Total identifiable net assets 4,481,972

Net cash outflow arising from the acquisition of subsidiary Purchase consideration settled in cash and cash equivalents 7,250,000Cash and cash equivalents acquired 9,923,037

17,173,037

Goodwill arising on acquisition of subsidiary Fair value of total consideration transferred 25,250,000Fair value identifiable net assets (4,481,972)

Goodwill on acquisition 20,768,028

Acquisition-related costs of RM273,362 have been charged to administrative expenses in the consolidated statement ofprofit or loss and other comprehensive income for the period ended 31st August 2014.

The fair value of the 25,000,000 ordinary shares issued as part of the consideration paid for KenKeong was based on thepublished share price of RM0.72 share on 8th May 2014.

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(b) Acquisition of A Subsidiary Company (Cont’d)

Simultaneous with the acquisition, the vendors unconditionally, irrevocably, jointly and severally guarantee to the Companythat the actual aggregate audited net profits after tax of KenKeong for the financial year ending 31st August 2015 to 31stAugust 2017 shall be collectively not less than RM17,000,000.

Had KenKeong been consolidated from 1st May 2013, the consolidated statements of profit or loss would show pro-formarevenue of RM49,436,035 and profit after tax of RM1,332,324.

The effects of the above acquisition to the financial results of the Group from the date of the acquisition are as follows :-

2014 RM Revenue 54,613,833Cost of contracts (40,703,990)

Gross profit 13,909,843Other income 151,917Administrative expenses (3,796,016)Other expenses (1,329,249)

Profit from operations 8,936,495Finance costs (526,864)

Profit before taxation 8,409,631Taxation (2,143,220)

Net profit attributable to shareholders 6,266,411

12. INVESTMENT IN AN ASSOCIATED COMPANY


Unquoted shares in Malaysia, at cost

At 1st May - - - -Investment in SE Satu Sdn Bhd

(Formerly known as Saujana Susila Sdn Bhd) 1,470,000 - 1,470,000 -Share of post-acquisition profit 4,475,668 - - -

At 31st August / 30th April 5,945,668 - 1,470,000 -

Share of net assets 5,945,668 - - -

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12. INVESTMENT IN AN ASSOCIATED COMPANY (CONT’D)

(a) Details of the associated company are as follows:

Name Country of 2014 2013 Direct Associate Incorporation % % Principal Activities

SE Satu Sdn Bhd Malaysia 49 - Mining operations and activities(Formerly known as Saujana Susila Sdn Bhd)

On 3rd December 2013, the Company subscribed for 490,000 ordinary shares of RM1.00 each representing 49% equityinterest in SE Satu Sdn Bhd (Formerly known as Saujana Susila Sdn Bhd) for a total cash consideration of RM490,000.

On 26th February 2014, the Company subscribed for additional 490,000 ordinary shares of RM1.00 each in SE Satu SdnBhd (Formerly known as Saujana Susila Sdn Bhd) for a total cash consideration of RM490,000.

On 11th April 2014, the Company subscribed for additional 490,000 ordinary shares of RM1.00 each in SE Satu Sdn Bhd(Formerly known as Saujana Susila Sdn Bhd) for a total cash consideration of RM490,000.

The share of results of the associated company is based on the latest available unaudited management financial statementsmade up to 31st August 2014.

(b) The summarised unaudited financial information of the Group’s material associate, adjusted for any differences in accountingpolicies is as follows :-

Group 2014 2013 RM RM

Financial position Non-current assets 8,876,659 -Current assets 13,619,656 -Non-current liabilities (4,070,756) -Current liabilities (6,291,542) -

Net assets 12,134,017 -

Financial results for the period ended 31st August Revenue 29,773,515 -Profit for the financial period 9,134,017 -Total comprehensive income 9,134,017 -

Share of results and other comprehensive income

Group’s share of profit for the period 4,475,668 -Group’s share of other comprehensive income - -

Group’s share of total comprehensive income 4,475,668 -

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13. GOODWILL ON CONSOLIDATION


Goodwill arising from acquisition of WZS KenKeong Sdn Bhd 20,768,028 -

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (“CGU”) that is expected tobenefit from that business combination. Before recognition of any impairment losses, the carrying amount of goodwill had beenallocated to the civil engineering and construction segment as an independent CGU.

The Group tests goodwill annually for impairment or more frequently if there are indication that the goodwill might be impaired.The recoverable amount of CGU is determined from value-in-use calculation which uses recent cashflow projections and discountedat rate which reflects risks relating to the relevant CGU.

The discount rate applied to the cash flow projections is based on the cost of borrowings of the Group throughout the calculationperiod. The growth rate used is consistent with the projected growth rate of the CGU’s industry and economy.

14. DEFERRED TAXATION

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current taxliabilities and when the deferred taxes relate to the same tax authority.

The following amounts, determined after appropriate offsetting, are shown in the statements of financial position :


Deferred tax assets (719,421) - - -Deferred tax liabilities 2,005,071 1,922,266 4,000 -

1,285,650 1,922,266 4,000 -

Tax losses for which the tax effects have not beenrecognised in the financial statements - (315,925) - -

The deferred tax assets are recognised on the basis of the subsidiary companies’ current period of recording profits, and to theextend that it is probable that future taxable profits will be available against which temporary differences can be utilised.

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14. DEFERRED TAXATION (CONT’D)

The components and movements of deferred tax liabilities/(assets) of the Group are as follows:-

Accelerated Other Unabsorbed capital temporary Fair value reinvestment Unabsorbed

Deferred tax liabilities/ allowances differences adjustment allowance tax losses Total(assets) of the Group: RM RM RM RM RM RM

At 1st May 2013 1,419,300 (4,894) 1,164,260 (656,400) - 1,922,266Acquisition of a subsidiary

company 293,985 - - - - 293,985Recognised in profit or loss (665,665) (3,060) (32,108) 254,661 (497,727) (943,899)Exchange differences 13,298 - - - - 13,298

At 31st August 2014 1,060,918 (7,954) 1,132,152 (401,739) (497,727) 1,285,650

Accelerated Other Unabsorbed capital temporary Fair value reinvestment Unabsorbed

Deferred tax liability allowances differences adjustment allowance tax losses Totalof the Company: RM RM RM RM RM RM

At 1st May 2013 - - - - - -Recognised in profit or loss 4,000 - - - - 4,000

At 31st August 2014 4,000 - - - - 4,000

Accelerated Other Unabsorbed capital temporary Fair value reinvestment

Deferred tax liabilities/ allowances differences adjustment allowance Total(assets) of the Group: RM RM RM RM RM

At 1st May 2012 1,603,399 7,500 1,188,342 (566,100) 2,233,141Recognised in profit or loss (184,099) (12,394) (24,082) (90,300) (310,875)

At 30th April 2013 1,419,300 (4,894) 1,164,260 (656,400) 1,922,266

15. AMOUNT DUE FROM/(TO) SUBSIDIARY COMPANIES

Non-current

The amount due from a subsidiary company is unsecured, bears interest at rate ranging from 3% to 3.25% (2013 : 6%) perannum and are not expected to be recalled within the next twelve months.

Current

The amount due to subsidiary companies is unsecured, bears interest at rate ranging from 3% to 3.25% (2013 : 6%) per annumand is repayable upon demand.

The amount due to subsidiary company is unsecured, interest free and repayable upon demand.

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16. INVENTORIES


At cost

Raw materials 8,346,047 5,437,403Trading goods 26,123,697 26,212,273Finished goods 10,186,994 9,537,406

44,656,738 41,187,082

17. TRADE RECEIVABLES


Total amount outstanding 34,513,377 30,520,860Retention sum 9,899,036 -

Total amount outstanding 44,412,413 30,520,860Less : Allowance for impairment of receivables At 1st May (3,211,339) (3,170,747)Allowance written back 92,767 53,683Allowance during the period/year (143,582) (94,275)Amount written off 1,023,697 - At 31st August / 30th April (2,238,457) (3,211,339)

42,173,956 27,309,521

The credit terms of trade receivables range from 30 to 120 days. Other credit terms are assessed and approved on a case by casebasis.

Included in trade receivables of the Group is an amount of RM140,991 (2013 : Nil) due from a Joint Operation.

The trade receivables of the Group in the local and foreign denominated currencies are as follows :-

2014 2013 RM RM

Ringgit Malaysia 39,556,106 18,448,246US Dollar 1,986,842 8,861,275Indonesian Rupiah 631,008 -

42,173,956 27,309,521

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18. AMOUNT DUE FROM/(TO) CONTRACT CUSTOMERS


Contract costs incurred to date 211,686,844 -Attributable profits 53,989,930 -

265,676,774 -Progress billings (243,834,942) -

21,841,832 -

Represented by :- Amount due from contract customers 22,585,148 -Amount due to contract customers (743,316) -

21,841,832 -

19. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS


Amount due from an associated company 39,286 - - -Other receivables 1,683,005 9,140 40,100 100Deposits 3,009,909 771,774 2,064,850 1,000Prepayments 1,489,871 222,021 1,467 -

6,222,071 1,002,935 2,106,417 1,100

The amount due from an associated company is unsecured, interest free and repayable upon demand.

Included in other receivables of the Group is an amount of RM169,723 (2013 : Nil) due from Joint Operations.

Included in deposits of the Group is an amount of Nil (2013 : RM548,405) placed as security advance to a supplier of a subsidiarycompany for purchase of second grade pipes.

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20. DEPOSITS, CASH AND BANK BALANCES

The currency exposure profile is as follows :-


Ringgit Malaysia 19,682,815 354,345 5,868,737 221,919US Dollar 335,863 1,706,040 - -Indonesian Rupiah 423,777 969,127 - -

20,442,455 3,029,512 5,868,737 221,919

For the purpose of the statements of cash flow, cash and cash equivalents comprise the followings as at the end of reportingperiod:


Cash on hand and at banks 13,424,434 3,029,512 5,868,737 221,919Deposits with licensed banks 7,018,021 - - -

Cash and bank balances 20,442,455 3,029,512 5,868,737 221,919Less: Bank overdraft (8,852,308) (5,213,670) - -

11,590,147 (2,184,158) 5,868,737 221,919Deposits pledged to licensed bank (note 29) (6,803,993) - - -Deposits with maturity period more than 3 months (214,028) - - -

Cash and cash equivalents 4,572,126 (2,184,158) 5,868,737 221,919

The deposits with licensed bank of the Group amounting to RM6,803,993 (2013: Nil) have been pledged to a licensed bank forbanking facilities granted to a subsidiary company. This balance of the deposit as at statement of financial position date has aweighted average effective interest rate of 2.93% (2013: Nil).

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21. SHARE CAPITAL

Group and Company 2014 2013 RM RM

Authorised :- 200,000,000 ordinary shares of RM0.50 each 100,000,000 100,000,000

Issued and fully paid : Ordinary shares of RM0.50 each At 1st May 50,000,000 50,000,000Private placement 5,000,000 -Rights issue 27,500,000 -Acquisition of a subsidiary company 12,500,000 -

At 31st August/30th April 95,000,000 50,000,000

During the financial period, the issued and paid-up capital of the Company was increased from RM50,000,000 to RM95,000,000by way of:

(a) Private placement of 10,000,000 new ordinary shares of RM0.50 each.

(b) The issuance of 55,000,000 new ordinary shares of RM0.50 each, pursuant to a renounceable rights issue of up to55,000,000 shares at an issue price of RM0.60 per rights share on the basis of one (1) rights share for every two (2) existingordinary shares.

(c) The issuance of 25,000,000 new ordinary shares of RM0.50 each, at an issue price of RM0.81 per share, being the non-cash consideration portion for the acquisition of 750,000 ordinary shares of RM1.00 each in WZS Kenkeong Sdn Bhd.

22. TREASURY SHARES

Group and Company

This amount relates to the acquisition cost of treasury shares.

The shareholders of the Company, by an ordinary resolution passed at the Annual General Meeting held on 24th October 2013,renewed their approval for the Company’s plan to repurchase its own ordinary shares subject to the following :-

i) The aggregate number of ordinary shares purchased and/or held by the Company as treasury shares shall not exceed 10%of the issued and paid up capital of the Company at any point in time; and

ii) The maximum amount of funds available for the Shares Buy-Back shall not exceed the total retained profit and share premiumaccount of the Company.

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22. TREASURY SHARES (CONT’D)

During the financial period, the Company purchased 3,000 (2013 : 25,000) of its issued ordinary shares from the open market atan average price of RM0.52 (2013 : RM0.29) per share. The total consideration paid for the repurchase was RM1,642 (2013 :RM7,191), comprising consideration paid amounting to RM1,560 (2013 : RM7,100) and transaction costs of RM82 (2013 :RM91). The repurchase transactions were financed by internally generated funds.

All the treasury shares (1,150,000 ordinary shares) were subsequently sold in the current financial period to the open market atan average price of RM0.91. The total net consideration received was RM1,044,368 comprising consideration received amountingto RM1,048,228 and transaction costs of RM3,860.

23. RESERVES


Non-Distributable Share premium 14,869,341 2,232,152 14,869,341 2,232,152Revaluation reserve 5,309,807 5,352,727 - -Translation reserve (1,390,131) (427,875) - -

18,789,017 7,157,004 14,869,341 2,232,152

Distributable Unappropriated profit 27,264,863 15,541,411 766,583 714,988

46,053,880 22,698,415 15,635,924 2,947,140

24. HIRE PURCHASE PAYABLES


Total principal outstanding 6,538,263 2,123,140Less : Repayable within the next twelve months shown under current liabilities (2,429,903) (782,205)

Repayable after the next twelve months 4,108,360 1,340,935

Represented by :

Minimum hire purchase payments : - Within one year 2,763,627 890,764- After one year but not more than five years 4,243,907 1,409,711- After 5 years 144,547 -

7,152,081 2,300,475Less: Future interest charges (613,818) (177,335)

Present value of hire purchase liabilities 6,538,263 2,123,140

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25. TERM LOANS


Total principal sum outstanding 3,101,177 3,284,024Less : Repayable within the next twelve months shown under non-current liabilities (834,548) (1,090,195)

Repayable after the next twelve months 2,266,629 2,193,829

Repayments as follows : - Within twelve months 834,548 1,090,195- Between one to two years 559,966 888,084- Between two to five years 1,706,663 1,008,938- After five years - 296,807

3,101,177 3,284,024

The term loans are secured by :-

i) Legal charges over the leasehold land and building and the freehold land and buildings of certain subsidiary companies asmentioned in Note 9;

ii) Corporate guarantee given by the Company;

iii) Joint and several guarantees by certain directors of the Company.

The above term loans bear interest rates ranging from 4.42% to 12.75% (2013 : 4.42% to 10.50%) per annum and are repayableover periods of between 36 to 120 monthly instalments from the date of full drawdown of the term loan.

26. TRADE PAYABLES


Total amount outstanding 21,008,989 11,278,157Retention sums 2,039,872 -

23,048,861 11,278,157

The credit terms of trade payables range from 14 to 120 days.

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26. TRADE PAYABLES (CONT’D)

The trade payables of the Group in the local and foreign denominated currencies are as follows :-


Ringgit Malaysia 22,945,074 10,757,930Indonesian Rupiah 15,435 -US Dollar 79,900 520,227New Taiwanese Dollar 8,452 -

23,048,861 11,278,157

27. OTHER PAYABLES AND ACCRUALS


Other payables 623,089 307,470 78,435 21,746Accruals 1,403,722 508,389 515,103 203,932Deposit received 32,693 21,750 - -

2,059,504 837,609 593,538 225,678

28. AMOUNT DUE TO DIRECTORS

This amount is unsecured, interest free and repayable upon demand.

29. SHORT TERM BORROWINGS


Secured Bank overdrafts 8,839,266 5,138,116Bankers’ acceptance 17,844,746 19,463,874Revolving credit facilities 1,815,867 2,535,225Trust receipt 725,026 -Factoring 2,963,719 -

32,188,624 27,137,215Unsecured Bank overdrafts 13,042 75,554

32,201,666 27,212,769

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29. SHORT TERM BORROWINGS (CONT’D)

The secured short term borrowings of the Group are secured by :-

i) Legal charges over the leasehold land and building and the freehold land and building of certain subsidiary companies asmentioned in Note 9;

ii) Corporate guarantee given by the Company and a subsidiary company;

iii) Joint and several guarantees by certain directors of the subsidiary Companies;

iv) Fixed deposits (note 20); and

v) Assignment of contract proceeds.

2014 2013Effective interest rates per annum : % % Bank overdrafts 7.10 to 8.60 7.10 to 7.85Bankers’ acceptance 3.73 to 4.86 3.98 to 4.31Revolving credit 5.64 to 6.15 5.63 to 5.64

30. SEGMENTAL REPORTING

(a) Segment information is presented in respect of the Group’s business and geographical segments. The primary segmentinformation is in respect of business segments as the Group risk and rates of return are affected predominantly by differencesin the products it produces, while the secondary information is reported geographically.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocatedon a reasonable basis. Unallocated items mainly comprise finance cost and corporate administration expenses.

Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to beused for more than one period.

(b) The inter-segment transactions have been entered into in the normal course of business and have been established on termsand conditions that are not materially different from those obtainable in transactions with unrelated parties.

(c) Primary reporting format - Business Segment

The Group’s operations comprise the following main business segments :

Manufacturing Manufacturing of steel products

Trading and investment Trading of steel products and investment holding

Construction Securing and carrying out construction contracts

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30. SEGMENTAL REPORTING (CONT’D)

The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other segment information by businesssegments:

Trading and2014 Manufacturing investment Construction Elimination ConsolidationRevenue RM RM RM RM RM

External sales 54,354,937 61,289,465 54,613,833 - 170,258,235Inter-segment sales 345,074 10,997,771 - (11,342,845) -

Total 54,700,011 72,287,236 54,613,833 (11,342,845) 170,258,235

Results Segment results (external) 1,986,138 1,479,925 8,936,494 (1,337,262) 11,065,295Finance costs (2,384,286)Share of result of an

associate, net of tax 4,475,668


Profit after taxation 11,680,532

Other information

Segment assets 75,037,098 169,596,440 55,667,482 (90,982,086) 209,318,934Investment in an

associated company - 5,945,668 - - 5,945,668Segment liabilities 29,897,093 40,368,288 41,219,100 (37,273,759) 74,210,722Capital expenditure 6,743,094 1,443,575 2,810,287 (2,016,294) 8,980,662Depreciation and amortisation 2,913,365 530,996 266,496 (55,023) 3,655,834Non-cash items other than

depreciation and amortisation 77,742 (193,291) 5,919,502 - 5,803,953Interest expense 964,444 1,414,989 526,864 (522,011) 2,384,286Interest income (20,672) (604,470) - 522,011 (103,131)

Trading and2013 Manufacturing investment Elimination ConsolidationRevenue RM RM RM RM

External sales 38,079,433 48,852,878 - 86,932,311Inter-segment sales 916,921 6,561,542 (7,478,463) -

Total 38,996,354 55,414,420 (7,478,463) 86,932,311

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30. SEGMENTAL REPORTING (CONT’D)

Trading and2013 Manufacturing investment Elimination ConsolidationResults RM RM RM RM

Segment results (external) 4,248,509 964,512 (444,010) 4,769,011

Finance costs (1,963,465)

Profit before taxation 2,805,546Taxation (92,564)

Profit after taxation 2,712,982

Other information

Segment assets 69,851,860 73,612,623 (24,310,336) 119,154,147

Segment liabilities 25,120,559 45,993,317 (24,310,336) 46,803,540

Capital expenditure 7,465,857 1,144,233 - 8,610,090Depreciation and amortisation 2,595,622 229,048 - 2,824,670Non-cash items other than

depreciation and amortisation (3,546,821) 39,873 - (3,506,948)Interest expense 1,262,363 1,222,078 (520,976) 1,963,465Interest income (10,282) (520,976) 520,976 (10,282)

(d) Secondary reporting format - Geographical Segments

The Group’s business segments are in the following geographical areas :

Sales Total Assets Capital Expenditure Period ended Year ended 2014 2013 2014 2013 2014 2013 RM RM RM RM RM RM Domestic 165,769,000 81,730,661 200,914,412 110,970,182 4,507,311 1,883,429Overseas 4,489,235 5,201,650 14,350,190 8,183,965 4,473,351 6,726,661

170,258,235 86,932,311 215,264,602 119,154,147 8,980,662 8,610,090

In determining the geographical segments of the Group, sales are based on the country in which the customer is located.Total assets and capital expenditure are determined based on where the assets are located.

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31. FINANCIAL INSTRUMENTS

(a) Categories of financial instruments

The table below provides an analysis of financial instrument categories as follows:

(i) Loans and receivables (“L&R”)

(ii) Financial liabilities measured at amortised cost (“FL”)

Group Carrying Value L&R/(FL)

31st August 2014 RM RM Financial Assets Group Trade receivables 42,173,956 42,173,956Amount due from contract customers 22,585,148 22,585,148Other receivables, deposits and prepayments 6,222,071 6,222,071Deposit, cash and bank balances 20,442,455 20,442,455

91,423,630 91,423,630

Company Other receivables, deposits and prepayments 2,106,417 2,106,417Amount due by subsidiary companies 29,494,431 29,494,431Deposit, cash and bank balances 5,868,737 5,868,737

37,469,585 37,469,585

Financial Liabilities Group Trade payables 23,048,861 23,048,861Amount due to contract customers 743,316 743,316Other payables and accruals 2,059,504 2,059,504Amount due to directors 3,037,831 3,037,831Hire purchase payables 6,538,263 6,538,263Term loans 3,101,177 3,101,177Short term borrowings 32,201,666 32,201,666

70,730,618 70,730,618

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31. FINANCIAL INSTRUMENTS (CONT’D)

(a) Categories of financial instruments (Cont’d)

Group Carrying Value L&R/(FL)

31st August 2014 RM RM Company Other payables and accruals 593,538 593,538Amount due to subsidiary companies 1,468,841 1,468,841

2,062,379 2,062,379

30th April 2013 Financial Assets Group Trade receivables 27,309,521 27,309,521Other receivables, deposits and prepayments 1,002,935 1,002,935Deposit, cash and bank balances 3,029,512 3,029,512

31,341,968 31,341,968

Company Other receivables, deposits and prepayments 1,100 1,100Amount due by subsidiary companies 16,812,412 16,812,412Deposit, cash and bank balances 221,919 221,919

17,035,431 17,035,431

Financial Liabilities Group Trade payables 11,278,157 11,278,157Other payables and accruals 837,609 837,609Hire purchase payables 2,123,140 2,123,140Term loans 3,284,024 3,284,024Short term borrowings 27,212,769 27,212,769

44,735,699 44,735,699

Company Other payables and accruals 225,678 225,678Amount due to subsidiary companies 7,497,925 7,497,925

7,723,603 7,723,603

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31. FINANCIAL INSTRUMENTS (CONT’D)

(b) Fair value of financial instruments

The carrying amounts of financial assets and liabilities of the Group at the end of the financial period approximated their fairvalue except as set out below:

2014 2013 Carrying Carrying Amount Fair Value Amount Fair Value RM RM RM RM Hire purchase payables 6,538,263 6,163,861 2,123,140 2,209,474Term loan 3,101,177 3,141,126 3,284,024 3,256,618

The following summarises the methods and assumptions used to estimate the fair value of each class of financialinstruments:-

i) Cash and bank balances, trade and other receivables and payables, short term borrowings and amount due from/(to)subsidiary companies.

The carrying amounts approximate fair values due to the relatively short term maturity of these financial assets andliabilities.

ii) Hire purchase payables and term loan

The fair value of borrowings is estimated by discounting the expected future cashflows using the current interest ratesfor liabilities with similar risk profiles.

Guarantee

The fair value of the guarantees provided by the Company in connection with credit facilities granted to its subsidiariesis estimated to be minimal as the chances of the financial institutions to call upon the guarantees are not probable.

Fair Value Hierarchy

As at 31st August 2014, there were no financial instruments carried at fair values.

32. FINANCIAL RISK MANAGEMENT POLICIES

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the developmentof the Group’s business whilst managing its risks. The Group operates within defined guidelines that are approved by the Boardand the Group’s policy is not to engage in speculative transactions.

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32. FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

The main risks and corresponding management policies arising from the Group’s normal course of business are as follows :-

i) Interest rate risk

Interest rate risk arises on interest-bearing financial instruments recognised in the statement of financial position. It will affectthe Group’s income or the value of its holdings of financial instruments.

The Group’s exposures to interest rate risk for changes in interest rates mainly arise from its short term borrowings and termloans. Interest rate risk is managed by the Group on an on-going basis with the primary objective of limiting the extent towhich net interest expense could be affected by an adverse movement in interest rates.

The Group’s policy is to obtain the most favorable interest rates available for its borrowings and term loans.

Sensitivity analysis for interest rate risk

At the end of the financial period, if interest rates had been 25 basis points lower/higher, with all other variables held constant,the Group’s profit net of tax would have been RM98,528 higher/lower, arising mainly as a result of lower/higher interestexpense on floating rate loans and borrowings.

ii) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because ofchanges in foreign exchange rates.

The Group is exposed to foreign currency risk mostly on its sales and purchases that are denominated in a currency otherthan the functional currency of the Group. The currency giving rise to this risk is primarily US Dollar, New Taiwanese Dollarand Indonesian Rupiah.

Based on carrying amounts as at the end of the financial period, foreign currency denominated financial assets and liabilitieswhich expose the Group to currency risk are disclosed below :-

New Taiwanese Indonesian US Dollar Dollar Rupiah Total31st August 2014 RM RM RM RM Financial Assets 2,322,705 - 1,621,247 3,943,952Financial Liabilities (79,900) (8,452) (2,979,184) (3,067,536)

Net exposure 2,242,805 (8,452) (1,357,937) 876,416

US Dollar30th April 2013 RM

Financial Assets 10,567,315Financial Liabilities (520,227)

Net exposure 10,047,088

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31ST AUGUST 2014


ii) Foreign Currency Risk (Cont’d)

Sensitivity analysis for foreign currency risk

The following demonstrates the sensitivity of the Group’s profit after tax to a reasonably possible change in the US Dollar,New Taiwanese Dollar and Indonesian Rupiah against the Ringgit Malaysia, with all other variables held constant.

2014 2013 RM RM USD/RM - strengthened 5% 112,140 502,354 - weakened 5% (112,140) (502,354)

New Taiwanese Dollar / RM - strengthened 5% (423) - - weakened 5% 423 -

100 Indonesian Rupiah / RM - strengthened 5% (67,897) - - weakened 5% 67,897 -

iii) Liquidity Risk

The Group manages liquidity risk by maintaining sufficient working funds to enable them to meet their normal operatingcommitments.

The table below analyses the maturity profile of the financial liabilities (including derivative financial liabilities) of the Groupbased on contractual undiscounted cash flows.

More than On demand 1 year but not Carrying Contractual or less than later than 5 After 5 Amount Cashflow 1 year years years

Group RM RM RM RM RM At 31st August 2014 Trade and other payables 25,108,365 25,108,365 25,108,365 - -Hire purchase payable 6,538,263 7,152,081 2,763,627 4,243,907 144,547Term loans 3,101,177 3,975,975 1,166,470 2,809,505 -Short term borrowings 32,201,666 32,201,666 32,201,666 - -

66,949,471 68,438,087 61,240,128 7,053,412 144,547

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31ST AUGUST 2014


iii) Liquidity Risk (Cont’d)

More than On demand 1 year but not Carrying Contractual or less than later than 5 Amount Cashflow 1 year years TotalGroup RM RM RM RM At 30th April 2013 Trade and other payables 12,115,766 12,115,766 12,115,766 -Hire purchase payable 2,123,140 2,300,475 890,764 1,409,711Term loans 3,284,024 3,385,343 1,107,933 2,277,410Short term borrowings 27,212,769 27,212,769 27,212,769 - 44,735,699 45,014,353 41,327,232 3,687,121

iv) Credit Risk

a) Financial assets that are neither past due nor impaired

Bank balances are neither past due nor impaired. Bank balances are placed with reputable banks and financialinstitutions. Trade receivables that are neither past due nor impaired are substantially due from companies with a goodcollection track record with the Group.

b) Financial assets that are past due and/or impaired

The ageing analysis of trade receivables of the Group are as follows :

Individual Gross Impairment Net2014 RM RM RM Not past due 28,451,220 - 28,451,220Past due 1 – 30 days 4,994,648 - 4,994,648Past due 31 – 60 days 2,836,553 - 2,836,553Past due 61 – 90 days 2,709,121 - 2,709,121Over 91 days 5,420,871 (2,238,457) 3,182,414

44,412,413 (2,238,457) 42,173,956

Individual Gross Impairment Net2013 RM RM RM

Not past due 14,657,174 - 14,657,174Past due 1 – 30 days 4,967,795 - 4,967,795Past due 31 – 60 days 3,210,048 - 3,210,048Past due 61 – 90 days 1,488,709 - 1,488,709Over 91 days 6,197,134 (3,211,339) 2,985,795

30,520,860 (3,211,339) 27,309,521

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iv) Credit Risk (Cont’d)

The carrying amount of trade receivables individually determined to be impaired and the movement in the related allowancefor impairment is as follows:-

2014 2013 RM RM Gross amount 44,412,413 30,520,860Less: Allowance for impairment (2,238,457) (3,211,339)

42,173,956 27,309,521

At 1st May (3,211,339) (3,170,747)Allowance during the period/year (143,582) (94,275)Allowance written back 92,767 53,683Amount written off 1,023,697 -

At 31st August / 30th April (2,238,457) (3,211,339)

Receivables that are neither past due nor impaired

Trade receivable that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.None of the trade receivables of the Group that are neither past due nor impaired have been renegotiated during the financialperiod and year.

Receivables that are past due but not impaired

At the end of the reporting period, the Group has trade receivables amounting to RM13,722,736 (2013 : RM12,652,347)that are past due but not impaired. These receivables are creditworthy debtors with good payment records in the past.

33. CAPITAL MANAGEMENT

The Group’s objective in managing capital is to safeguard the Group’s ability to continue as a going concern.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions or expansion ofthe Group. The Group may adjust the capital structure by issuing new shares, returning capital to shareholders or adjusting theamount of dividends to be paid to shareholders.

For capital management purposes, the Group considers shareholders’ equity and total debt to be the key components in theGroup’s capital structure. The Group monitors capital on the basis of the net gearing ratio. The ratio is calculated as the total debtnet of cash and cash equivalents to total equity. Total equity is the sum of total equity attributable to shareholders. The net gearingratio as at 31st August 2014 and 30th April 2013, which are within the Group’s objectives for capital management, are as follows:

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33. CAPITAL MANAGEMENT (CONT’D)

2014 2013 Note RM RM Total loans and borrowings 24,25,29 41,841,106 32,619,933Less : Cash and cash equivalents 20 (20,442,455) (3,029,512)

Net debt 21,398,651 29,590,421

Total equity 141,053,880 72,350,607

Debt-to-equity ratio 0.15 0.41

34. RELATED PARTY DISCLOSURES

For the purpose of the financial statements of the Group and the Company, a party is considered related to the Group and theCompany if :-

(a) directly or indirectly, the party controls, is controlled by, or is under common control within the Group;

(b) the party is member of the key management personnel of the Group and of the Company; or

(c) the party is a close member of the family or any individual referred to in (a) or (b) above.

The Group has a related party relationship with :-

(a) its subsidiary companies; and

(b) The executive directors who are the key management personnel

The significant related party transactions of the Group and the Company, other than key management personnel compensation asmentioned in Note 6, are as follows :-


Associated company - Sales 382,037 -

Company in which certain directors have substantial interest - Rental of premise (220,000) -- Mining contract revenue* 29,773,515 -

* Mining operation revenue earned by an associated company from a company related to a director.

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34. RELATED PARTY DISCLOSURES (CONT’D)

Company 2014 2013 RM RM

Subsidiary companies

- Management fees 5,192,000 1,800,000- Interest income 522,012 520,977- Secondment fees - 152,000

The management and secondment fees were charged based on recovery of costs incurred on behalf of the subsidiary companies.

35. CONTINGENT LIABILITIES


Secured Banker’s guarantees in favour of third parties 5,424,096 166,468 - -

Unsecured Corporate guarantees given to financial institution in respect of credit facilities granted to subsidiary companies - - 87,855,798 89,189,253

Amount of banking facilities utilised by subsidiary companies as at the financial period and year end - - 22,196,248 33,518,378

36. CAPITAL COMMITMENT

In respect of purchase of property, plant and equipment :

Group 2014 2013 RM RM Authorised and contracted for 1,909,701 2,343,505Authorised and not contracted for 416,300 1,087,251

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37. SIGNIFICANT EVENTS DURING THE FINANCIAL PERIOD

1. During the financial period, the Company had completed the following corporate proposals which have been approved bythe shareholders of WZ Satu Berhad during the Extraordinary General Meeting held on 25th March 2014 :-

(i) On 8th May 2014, the Company issued 55,000,000 new ordinary shares of RM0.50 each at an issue price of RM0.60per ordinary share via a rights issue on the basis of one (1) rights share for every two (2) existing ordinary shares heldby the existing shareholders for the repayment of existing bank borrowings and additional working capital of theCompany.

(ii) On 8th May 2014, the Company completed the acquisition of 750,000 ordinary shares of RM1.00 each representing100% equity interest in the share capital of WZS KenKeong Sdn Bhd (formerly known as KenKeong Sdn Bhd), for apurchase consideration of RM27.50 million.

(iii) On 3rd December 2013, the Company subscribed for 490,000 ordinary shares of RM1.00 each representing 49%equity interest in SE Satu Sdn Bhd (Formerly known as Saujana Susila Sdn Bhd) (“SE Satu” ) for a total cashconsideration of RM490,000. Consequently, SE Satu became an associated company of the Group on the even date.

On 4th January 2014, SE Satu entered into a Mining Agreement with Kreatif Selaras Mining Sdn Bhd to mine, extractand produce bauxite ore.

On 26th February 2014, the Company subscribed for additional 490,000 ordinary shares of RM1.00 each in SE SatuSdn Bhd (Formerly known as Saujana Susila Sdn Bhd) for a total cash consideration of RM490,000.

On 11th April 2014, the Company subscribed for additional 490,000 ordinary shares of RM1.00 each in SE Satu SdnBhd (Formerly known as Saujana Susila Sdn Bhd) for a total cash consideration of RM490,000.

2. On 10th December 2013, a subsidiary company entered into a Sale and Purchase Agreement to dispose of an investmentproperty for a total consideration of RM778,000.

38. SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL PERIOD

On 9th October 2014, the shareholders of the Company have, at the Extraordinary General Meeting approved the following corporateproposals:

(i) Proposed issuance of 95 million free warrants (“Warrants” ) in WZ Satu Berhad (“WZ Satu” ) on the basis of one (1) freewarrant for every two (2) existing ordinary shares of RM0.50 each (“WZ Satu Shares”) in WZ Satu held by the shareholdersof WZ Satu on 24th October 2014.

On 5th November 2014, the above Warrants were listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa”).

(ii) Proposed placement of up to 57 million new WZ Satu Shares representing up to 30% of the existing issued and paid upshare capital of WZ Satu to third party bumiputra institution(s) and/or investor(s).

On 27th October 2014, the Company issued 38 million new WZ Satu Shares in respect of the above Private Placement atan average issue price of RM0.975 each and the shares were listed on Bursa on 29th October 2014.

(iii) Proposed acquisition of 5 million ordinary shares of RM1.00 each in Misi Setia Oil & Gas Sdn Bhd (“Misi Setia” ) representing100% equity interest in Misi Setia for a purchase consideration of RM27 million, of which approximately RM16.2 million isto be satisfied in cash and the balance of approximately RM10.8 million is to be satisfied via the issuance of 10,588,235new WZ Satu Shares at an issue price of RM1.02 per WZ Satu Share.

The above acquisition was completed on 31st October 2014. Accordingly, Misi Setia has become a wholly-owned subsidiaryof the Group.

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38. SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL PERIOD (CONT’D)

(iv) Proposed diversification of the existing core business of WZ Satu and its subsidiaries into the oil and gas industry.

The proposed diversification was completed on 31st October 2014.

(v) Proposed increase in the authorised share capital of WZ Satu from RM100 million comprising 200 million WZ Satu sharesto RM250 million comprising 500 million WZ Satu shares.

The proposed increase in authorised share capital was completed on 9th October 2014.

(vi) Proposed amendments to the Memorandum and Articles of Association of WZ Satu.

The proposed amendments were completed on 9th October 2014.

39. INVESTMENTS IN JOINT OPERATIONS

Details of the Joint Operations are as follows :-

Proportion of ownershipName of joint controlled entity Principal activities 2014 2013 % % KenKeong Sdn Bhd- Pembinaan Thin Chai Sdn Bhd - JV Builders and construction 65 - KenKeong Wuyang - JV Builders and construction 55 - KenKeong YooFoo - JV Builders and construction 55 -

The Company’s aggregate share of the current assets, non-current assets, current liabilities, non-current liabilities, income andexpenses of the Joint Operations are as follows :-

2014 2013 RM RM Assets and liabilities Current assets 6,230,386 -Non-current assets 659,445 -

Total assets 6,889,831 -

Current liabilities 2,909,977 -Non-current liabilities 4,683 -

Total liabilities 2,914,660 -

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31ST AUGUST 2014

39. INVESTMENTS IN JOINT OPERATIONS (CONT’D)

2014 2013 RM RM Results

Revenue 7,236,943 -Expenses, including finance costs (7,725,749) -

(488,806) -

40. ADDITIONAL INFORMATION

The following are the consolidated statement of profit or loss and other comprehensive income from 1st September 2013 to 31stAugust 2014 :

2014 RM Revenue 141,820,362Cost of sales (116,032,213)

Gross profit 25,788,149Other income 551,866Distribution costs (827,291)Administrative expenses (11,053,278)Other expenses (4,220,255)

Profit from operations 10,239,191Finance costs (1,850,124)Share of results of an associate 4,475,668


Profit for the period 11,527,909

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41. DISCLOSURE OF REALISED OR UNREALISED UNAPPROPRIATED PROFITS

Group Company 2014 2013 2014 2013 RM RM RM RM Total retained profits of the company and its subsidiaries - realised 54,264,833 45,554,890 766,583 714,988 - unrealised (395,437) (780,069) - -

53,869,396 44,774,821 766,583 714,988 Total share of retained profits from an associate - realised 4,788,288 - - -- unrealised (312,620) - - -

4,475,668 - - - Less : Consolidation Adjustments (31,080,201) (29,233,410) - -

Total retained profits as per Statement of financial position 27,264,863 15,541,411 766,583 714,988

The disclosure of realised and unrealised profits or losses is solely for compliance in accordance to the Malaysian Institute ofAccountants Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context ofDisclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements issued on 20th December 2010.

The disclosure of realised and unrealised profits and losses is solely for the purposes of disclosure requirements of Bursa SecuritiesMalaysia Berhad Listing Requirements.

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STATEMENT BY DIRECTORS


We, YM TENGKU DATO’ SRI UZIR BIN TENGKU DATO’ UBAIDILLAH and DATO’ IR. WILLIAM TAN CHEE KEONG, being two of theDirectors of WZ SATU BERHAD, do hereby state on behalf of the Directors that, in our opinion, the financial statements set out on pages43 to 106 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards andthe requirements of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and ofthe Company at 31st AUGUST 2014 and of their results, changes in equity and cash flows of the Group and of the Company for theperiod ended on that date.

The supplementary information set out in Note 41 to the financial statements have been prepared in accordance with the Guidance onSpecial Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa MalaysiaSecurities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the Directors.

YM TENGKU DATO’ SRI UZIR BIN TENGKU DATO’ UBAIDILLAH

DATO’ IR. WILLIAM TAN CHEE KEONG

Kuala LumpurDated : 5th November 2014

STATUTORY DECLARATION

I, TAN TENG HENG, the Director primarily responsible for the financial management of WZ SATU BERHAD, do solemnly and sincerelydeclare that the financial statements set out on pages 43 to 106 are to the best of my knowledge and belief, correct and I make thissolemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the above named TAN TENG HENG at Petaling Jaya in the Selangor D.E. on 5th November 2014

TAN TENG HENG

Before me,

NG SAY HUNGNo : B185

Pesuruhjaya SumpahMalaysia

12 Jan 2015 4:50 PM

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF WZ SATU BERHAD

Report on the Financial Statements

We have audited the financial statements of WZ SATU BERHAD, which comprise the statements of financial position as at 31st August2014 of the Group and of the Company, and the statements of profit or loss and other comprehensive income, statements of changesin equity and statements of cash flows of the Group and of the Company for the period then ended, and a summary of significantaccounting policies and other explanatory information, as set out on pages 43 to 106.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements so as to give a true and fair view in accordancewith Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act,1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable thepreparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance withapproved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation offinancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluatingthe overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31stAugust 2014 and of their financial performance and cash flow for the period then ended in accordance with Malaysian Financial ReportingStandards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following :

a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and itssubsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

b) We have considered the financial statements and the auditors’ reports of the subsidiary companies of which we have not acted asauditors, which are indicated in Note 11 to the financial statements.

c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financialstatements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of theGroup and we have received satisfactory information and explanations required by us for those purposes.

d) Our audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment madeunder Section 174(3) of the Act.

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INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF WZ SATU BERHAD

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 inMalaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Other Reporting Responsibilities

The supplementary information as set out in Note 41 in the financial statements is disclosed to meet the requirement of Bursa MalaysiaSecurities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementaryinformation in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in theContext of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute ofAccountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information isprepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

TAI, YAPP & COAF 0205Chartered Accountants

DOO GHIN SZENo: 2468/10/16 (J)Chartered Accountant

Kuala Lumpur

Dated : 5th November 2014

12 Jan 2015 4:50 PM

ANALYSIS OF SHAREHOLDINGS


AS AT 31ST DECEMBER 2014

Authorised Share Capital : RM250,000,000.00Issued and Paid-Up Share Capital : RM126,294,117.50 comprising 252,588,235 Ordinary Shares of RM0.50 eachClass of Shares : Ordinary Shares of RM0.50 eachVoting Rights : One (1) vote per Ordinary Share


Size of Shareholdings No. of Shareholders % No. of Shares Held %

1 – 99 10 1.09 119 0.00100 – 1,000 167 18.23 146,900 0.061,001 – 10,000 424 46.29 2,049,200 0.8110,001 – 100,000 223 24.34 7,725,051 3.06100,001 – 12,629,410 (* ) 88 9.61 139,574,258 55.2612,629,411 and above (** ) 4 0.44 103,092,707 40.81

TOTAL 916 100.00 252,588,235 100.00

Remarks: * Less than 5% of Issued Shares * * 5% and above of Issued Shares

SUBSTANTIAL SHAREHOLDERS

The substantial shareholders of WZ Satu Berhad and their respective shareholdings based on the Register of Substantial Shareholdersof WZ Satu Berhad as at 31 December 2014 are as follows:-

No. of SharesSubstantial Shareholders Direct % Indirect %

YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah 58,361,547 23.11 - -Tan Ching Kee 42,782,860 16.94 (1) 3,501,992 1.39Lembaga Tabung Haji 19,000,000 7.52 - -

Note:

(1) Through direct holding of spouse.

12 Jan 2015 4:50 PM




DIRECTORS’ SHAREHOLDINGS

The Directors’ Shareholdings based on the Register of Directors’ Shareholdings of WZ Satu Berhad as at 31 December 2014 are asfollows:-

Direct Interest Indirect InterestDirectors/ Alternate Directors No. of Shares Held % No. of Shares Held %

YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah 58,361,547 23.11 - -Tan Ching Kee 42,782,860 16.94 (1) 3,501,992 1.39Tan Teng Heng 4,500,000 1.78 - -Dato’ Ir. William Tan Chee Keong 11,625,000 4.60 (1) 131,500 0.05Tan Chong Boon 5,307,100 2.10 (1) 103,500 0.04Dato’ Ir. Mohd Ghazali Bin Kamaruzaman - - - -Dato’ Amin Rafie Bin Othman 2,000 * - -Dato’ Siow Kim Lun 110,000 0.04 - -Datuk Idris Bin Haji Hashim - - - -Dato’ Yeong Kok Hee 321,000 0.13 - -Rosli Bin Shafiei - - - -Ng Chong Tin 2,467,534 0.98 - -Choi Chee Ken 11,625,000 4.60 - -

* Insignificant

Note:


12 Jan 2015 4:50 PM




LIST OF THIRTY (30) LARGEST SHAREHOLDERS(without aggregating the securities from different securities account belonging to the same person)

NAME NO OF HOLDINGS PERCENTAGE

1 TENGKU UZIR BIN TENGKU UBAIDILLAH 33,057,947 13.09 2 TAN CHING KEE 31,782,860 12.58 3 MAYBANK NOMINEES (TEMPATAN) SDN BHD 19,251,900 7.62 PLEDGED SECURITIES ACCOUNT FOR TENGKU UZIR BIN TENGKU UBAIDILLAH 4 LEMBAGA TABUNG HAJI 19,000,000 7.52 5 PACIFIC TRUSTEES BERHAD 11,625,000 4.60 WILLIAM TAN CHEE KEONG 6 PACIFIC TRUSTEES BERHAD 11,625,000 4.60 CHOI CHEE KEN 7 KENANGA NOMINEES (TEMPATAN) SDN BHD 11,000,000 4.35 PLEDGED SECURITIES ACCOUNT FOR TAN CHING KEE (029) 8 KENANGA NOMINEES (TEMPATAN) SDN BHD 10,000,000 3.96 PLEDGED SECURITIES ACCOUNT FOR TENGKU ABDULLAH IBNI SULTAN HJ AHMAD SHAH 9 PERBADANAN NASIONAL BERHAD 10,000,000 3.96 10 KENANGA NOMINEES (TEMPATAN) SDN BHD 8,699,000 3.44 PLEDGED SECURITIES ACCOUNT FOR ONG LEE VENG @ ONG CHUAN HENG 11 ABB NOMINEE (TEMPATAN) SDN BHD 6,000,000 2.38 PLEDGED SECURITIES ACCOUNT FOR TENGKU UZIR BIN TENGKU UBAIDILLAH 12 MAYBANK NOMINEES (TEMPATAN) SDN BHD 5,915,000 2.34 PLEDGED SECURITIES ACCOUNT FOR AYUB KHAN BIN GULAM KHAN 13 PACIFIC TRUSTEES BERHAD 5,457,843 2.16 TEOH CHEE YOONG 14 TAN CHONG BOON 5,307,100 2.10 15 KENANGA NOMINEES (TEMPATAN) SDN BHD 4,500,000 1.78 PLEDGED SECURITIES ACCOUNT FOR TAN TENG HENG 16 MAJLIS AGAMA ISLAM SELANGOR 4,000,000 1.58 17 PACIFIC TRUSTEES BERHAD 3,497,980 1.39 CHONG KIM THAM 18 NG LAY HOON 3,476,992 1.38 19 KENANGA NOMINEES (TEMPATAN) SDN BHD 3,050,000 1.21 PLEDGED SECURITIES ACCOUNT FOR AYUB KHAN BIN GULAM KHAN 20 NG CHONG TIN 2,467,534 0.98 21 ONG WEE KUAN 1,839,000 0.73 22 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 1,730,000 0.68 PLEDGED SECURITIES ACCOUNT FOR HAMZAH BIN MOHD SALLEH (BSL) 23 WONG TUI WAN 1,725,500 0.68 24 KAF NOMINEES (TEMPATAN) SDN BHD 1,668,000 0.66 PLEDGED SECURITIES ACCOUNT FOR TENGKU ABDULLAH IBNI SULTAN HJ AHMAD SHAH (TE1113) 25 PACIFIC TRUSTEES BERHAD 1,632,412 0.65 MOHD ARIS BIN MOHD ARIF 26 TAN AI CHOO 1,631,100 0.65 27 PACIFIC TRUSTEES BERHAD 1,250,000 0.49 HO KEK YEE 28 LIM LEONG HOCK 1,240,100 0.49 29 MOHAMED TARMIDZI BIN MAT AKHIR 1,182,200 0.47 30 ONG WEE KUAN 999,900 0.40

224,612,368 88.92

12 Jan 2015 4:50 PM

ANALYSIS OF WARRANT HOLDINGS



Number of Outstanding Warrants Issued : 95,000,000


Size of Warrant Holdings No. of Warrant Holders % No. of Warrants Held %

1 – 99 26 3.37 902 0.00100 – 1,000 214 27.76 134,357 0.141,001 – 10,000 310 40.21 1,343,276 1.4110,001 – 100,000 166 21.53 5,592,777 5.89100,001 – 4,749,999 (* ) 49 6.36 30,836,535 32.464,750,000 and above (** ) 6 0.78 57,092,153 60.10

TOTAL 771 100.00 95,000,000 100.00

Remarks: * Less than 5% of Issued Warrants * * 5% and above of Issued Warrants

DIRECTORS’ WARRANT HOLDINGS

The Directors’ Warrant Holdings based on the Register of Directors’ Shareholdings of WZ Satu Berhad as at 31 December 2014 are asfollows:-

Direct Interest Indirect InterestDirectors/ Alternate Directors No. of Warrants Held % No. of Warrants Held %

YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah 27,075,723 28.50 - -Tan Ching Kee 21,391,430 22.52 (1) 1,750,996 1.84Tan Teng Heng 2,250,000 2.37 - -Dato’ Ir. William Tan Chee Keong 5,812,500 6.12 (1) 50,750 0.05Tan Chong Boon 2,843,600 2.99 (1) 51,750 0.05Dato’ Ir. Mohd Ghazali Bin Kamaruzaman - - - -Dato’ Amin Rafie Bin Othman 1,000 * - -Dato’ Siow Kim Lun 55,000 0.06 - -Datuk Idris Bin Haji Hashim - - - -Dato’ Yeong Kok Hee 252,500 0.27 - -Rosli Bin Shafiei - - - -Ng Chong Tin 1,383,767 1.46 - -Choi Chee Ken 5,812,500 6.12 - -

* Insignificant

Note:


12 Jan 2015 4:50 PM




LIST OF THIRTY (30) LARGEST WARRANT HOLDERS(without aggregating the securities from different securities account belonging to the same person)

NAME NO OF HOLDINGS PERCENTAGE

1 TENGKU UZIR BIN TENGKU UBAIDILLAH 16,324,823 17.18 2 TAN CHING KEE 15,891,430 16.73 3 MAYBANK NOMINEES (TEMPATAN) SDN BHD 7,750,900 8.16 PLEDGED SECURITIES ACCOUNT FOR TENGKU UZIR BIN TENGKU UBAIDILLAH 4 PACIFIC TRUSTEES BERHAD 5,812,500 6.12 WILLIAM TAN CHEE KEONG 5 PACIFIC TRUSTEES BERHAD 5,812,500 6.12 CHOI CHEE KEN 6 KENANGA NOMINEES (TEMPATAN) SDN BHD 5,500,000 5.79 PLEDGED SECURITIES ACCOUNT FOR TAN CHING KEE (029) 7 KENANGA NOMINEES (TEMPATAN) SDN BHD 3,919,950 4.12 PLEDGED SECURITIES ACCOUNT FOR ONG LEE VENG @ ONG CHUAN HENG 8 ABB NOMINEE (TEMPATAN) SDN BHD 3,000,000 3.16 PLEDGED SECURITIES ACCOUNT FOR TENGKU UZIR BIN TENGKU UBAIDILLAH 9 TAN CHONG BOON 2,843,600 2.9910 KENANGA NOMINEES (TEMPATAN) SDN BHD 2,250,000 2.37 PLEDGED SECURITIES ACCOUNT FOR TAN TENG HENG 11 NG LAY HOON 1,738,496 1.8312 NG CHONG TIN 1,383,767 1.4613 HOW CHEE SENG 961,050 1.0114 ONG WEE KUAN 869,500 0.9115 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 865,000 0.91 PLEDGED SECURITIES ACCOUNT FOR HAMZAH BIN MOHD SALLEH (BSL) 16 WONG TUI WAN 862,750 0.9117 KAF NOMINEES (TEMPATAN) SDN BHD 834,000 0.88 PLEDGED SECURITIES ACCOUNT FOR TENGKU ABDULLAH IBNI SULTAN HJ AHMAD SHAH (TE1113) 18 TAN AI CHOO 815,550 0.8619 CHUA SHIA-TSAN 675,525 0.7120 PACIFIC TRUSTEES BERHAD 625,000 0.66 HO KEK YEE 21 MOHAMED TARMIDZI BIN MAT AKHIR 609,400 0.6422 LIM LEONG HOCK 580,050 0.6123 TAN CHAR BOA @ TAN SIEW CHU 499,500 0.5324 CIMSEC NOMINEES (TEMPATAN) SDN BHD 442,000 0.46 CIMB FOR CHUA CHIN HEAN (PB) 25 CHUA LEE KIM 434,000 0.4626 HOW CHEE SENG 431,250 0.4527 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 370,000 0.39 PLEDGED SECURITIES ACCOUNT FOR NG CHEE KEONG (8122706) 28 TAN AI CHOO 356,413 0.3829 ONG WEE KUAN 349,950 0.3730 MAYBANK NOMINEES (TEMPATAN) SDN BHD 320,000 0.33 PLEDGED SECURITIES ACCOUNT FOR LOW CHEUNG SHEAN 83,128,904 87.50

12 Jan 2015 4:50 PM

LIST OF PROPERTIES



Land area/ Net Date of Built-up Description Book Value Age of AcquisitionLocation Tenure Area (sq ft) /Existing Use (RM'000) Building /Revaluation Lot 1850 Jalan KPB 10 Freehold 102,154/ Manufacturing Plant 11,507 14 years 2012Kawasan Perindustrian Balakong 79,759 cum Warehouse 43300 Seri Kembangan Selangor Darul Ehsan Lot 1882 Jalan KPB 9 Leasehold 81,646/ Warehouse 7,344 7 years 2012Kawasan Perindustrian Balakong (Expires 40,860 43300 Seri Kembangan 17.8.2065) Selangor Darul Ehsan Lot 1890 Jalan KPB 9 Freehold 78,642/ Corporate office 10,141 10 years 2012Kawasan Perindustrian Balakong 59,992 cum Warehouse 43300 Seri Kembangan Selangor Darul Ehsan B2-1 Block B Freehold 650 Apartment / 71 11 years 2012Jalan Damai Perdana 2/8 Staff Quarters Bandar Damai Perdana 56100 Kuala Lumpur B2-2 Block B Freehold 650 Apartment / 71 11 years 2012Jalan Damai Perdana 2/8 Staff Quarters Bandar Damai Perdana 56100 Kuala Lumpur Jl.Ramin I Blok G6 No. 9 Leasehold 118,930/ Manufacturing Plant 8,569 1 year 2014Delta Silikon VI Lippo (Expires 74,788 cum Office Cikarang, Jakarta, 24.9.2024) Indonesia.

12 Jan 2015 4:50 PM

NOTICE OF TENTH ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the Tenth Annual General Meeting (“10th AGM” ) of the Company will be held at Kristal Ballroom 1,Level 1, West Wing, Hilton Petaling Jaya, No. 2 Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on Friday, 13 February 2015 at10:00 a.m. for the following purposes:- AGENDA

1. To receive the Audited Financial Statements for the financial period from 1 May 2013 to 31 August 2014(“financial period ended 31 August 2014”) together with the Reports of the Directors and the Auditorsthereon.

2. To approve the payment of Directors’ fees for the financial period ended 31 August 2014. 3. To re-elect Mr. Tan Ching Kee who is retiring in accordance with Article 84 of the Company’s Articles of

Association and being eligible, has offered himself for re-election.

4. To re-elect the following Directors who are retiring in accordance with Article 91 of the Company’s Articlesof Association and being eligible, have offered themselves for re-election:-

(a) YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah;(b) Mr. Tan Teng Heng;(c) Dato’ Ir. Mohd Ghazali Bin Kamaruzaman;(d) Dato’ Ir. William Tan Chee Keong;(e) Encik Rosli Bin Shafiei; and(f) Datuk Idris Bin Haji Hashim.

5. To appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company until the conclusion of the nextAnnual General Meeting and to authorise the Directors to fix their remuneration.

Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which isannexed hereto as “Annexure A” has been received by the Company for the nomination of Messrs. BakerTilly Monteiro Heng who have given their consent to act, for appointment as Auditors and of the intentionto propose the following ordinary resolution:-

“That Messrs. Baker Tilly Monteiro Heng be and are hereby appointed as Auditors of the Company inplace of the retiring Auditors, Messrs. Tai, Yapp & Co to hold office until the conclusion of the next AnnualGeneral Meeting at a remuneration to be agreed between the Directors and the Auditors.”

As Special Business

To consider and if thought fit, with or without any modification, to pass the following Ordinary Resolutions:-

6. ORDINARY RESOLUTION NO. 1

– AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT,1965

“That subject to Section 132D of the Companies Act, 1965 and approvals of the relevantgovernmental/regulatory authorities, the Directors be and are hereby empowered to issue and allotshares in the Company, at any time to such persons and upon such terms and conditions and forsuch purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregatenumber of shares to be issued does not exceed ten per centum (10%) of the issued and paid-upshare capital of the Company for the time being and the Directors be and are also empowered toobtain the approval for the listing of and quotation for the additional shares so issued on BursaMalaysia Securities Berhad.

And that such authority shall commence immediately upon the passing of this Resolution andcontinue to be in force until conclusion of the next Annual General Meeting of the Company.”

(Please refer to theNote 1 of the Noticeof 10th AGM)

(Resolution 1)

(Resolution 2)

(Resolution 3)(Resolution 4)(Resolution 5)(Resolution 6)(Resolution 7)(Resolution 8)

(Resolution 9)

(Resolution 10)

12 Jan 2015 4:50 PM



ORDINARY RESOLUTION NO. 2

– PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE UP TO 10% OF ITSOWN SHARES IN THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY (“PROPOSEDRENEWAL OF SHARE BUY-BACK AUTHORITY”)

“That subject always to the Companies Act, 1965, the provisions of the Memorandum and Articles ofAssociation of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad (“BursaSecurities”) and all other applicable laws, guidelines, rules and regulations, if applicable, the Companybe and is hereby authorised to purchase such amount of ordinary shares of RM0.50 each in theCompany as may be determined by the Directors of the Company from time to time through BursaSecurities as the Directors may deem fit and expedient in the interest of the Company, provided that:-

(i) the aggregate number of shares purchased does not exceed 10% of the total issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

(ii) an amount not exceeding the Company's audited retained profit of RM766,583 and/or the sharepremium account of RM14,869,341 for the financial period ended 31 August 2014 at the timeof the purchase(s) will be allocated by the Company for the purchase of own shares; and

(iii) the Directors of the Company may decide either to retain the shares purchased as treasuryshares or cancel the shares or retain part of the shares so purchased as treasury shares andcancel the remainder or to resell the shares or distribute the shares as dividends;

That authority conferred by this Resolution shall commence immediately upon the passing of thisResolution and will only continue to be in force until:

(i) the conclusion of the next Annual General Meeting of the Company, unless by ordinary resolutionpassed at that meeting, the authority is renewed, either unconditionally or subject to conditions;or

(ii) the expiration of the period within which the next Annual General Meeting after that date isrequired by law to be held; or

(iii) revoked or varied by resolution passed by the shareholders of the Company in general meeting,

whichever occurs first;

And that authority be and is hereby given to the Directors of the Company to act and take all suchsteps and do all things as are necessary or expedient to implement, finalise and give full effect to theaforesaid purchase."

7. To transact any other ordinary business of which due notice shall have been given.

By Order of the Board

CHUA SIEW CHUAN (MAICSA 0777689)PAN SENG WEE (MAICSA 7034299)Company Secretaries

Kuala LumpurDated : 22 January 2015

(Resolution 11)

12 Jan 2015 4:50 PM



Explanatory Notes to Special Business: -

1. This Agenda item is meant for discussion only, as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approvalfor the Audited Financial Statements from the shareholders. Hence, this Agenda item is not put forward for voting.

2. Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965

The Company wishes to renew the mandate on the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 at the 10th AGMof the Company (hereinafter referred to as the “General Mandate”).

The Company had been granted a general mandate by its shareholders at the 9th AGM of the Company held on 24 October 2013 (hereinafterreferred to as the “Previous Mandate”). The Company had on 31 October 2013 and 17 December 2013 issued 9,000,000 and 1,000,000 ordinaryshares, respectively pursuant to the Previous Mandate.

The purpose to seek the General Mandate is to enable the Directors of the Company to issue and allot shares at any time to such persons in theirabsolute discretion without convening a general meeting as it would be both time-consuming and costly to organise a general meeting. This authorityunless revoked or varied by the Company in a general meeting, will expire at the next Annual General Meeting.

The Company is actively exploring opportunities to broaden its earnings potential. The proceeds raised from the General Mandate will provideflexibility to the Company for any possible fund-raising activities, including but not limited to further placement of shares for purpose of fundingfuture investment project(s), working capital and/or acquisitions.

3. Proposed Renewal of Share Buy-back Authority

The proposed Ordinary Resolution 11, if passed, will empower the Directors to buy-back and/or hold up to a maximum of 10% of the Company’sissued and paid-up share capital at any point of time, by utilising the funds allocated which shall not exceed the total retained profits and/or sharepremium of the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the nextAnnual General Meeting of the Company, or the expiration of period within which the next Annual General Meeting is required by law to be held,whichever is earlier.

Please refer to the Statement to Shareholders dated 22 January 2015 for more information.

Notes :-

1. In respect of deposited securities, only members/shareholders whose names appear in the Record of Depositors on 6 February 2015 shall be eligibleto attend the Meeting.

2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint up to two (2) proxies to attend and vote in his stead. Thereshall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as themember to speak at the Meeting.

3. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to theCompany. Where a member appoints two (2) proxies to attend and vote at the Meeting, he shall specify the proportion of his shareholdings to berepresented by each proxy, failing which, the appointment shall be invalid.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointoris a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

5. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991(“SICDA”) which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is nolimit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a member isan authorised nominee as defined under SICDA, it may appoint at least one (1) proxy but subject to a maximum of two (2) in respect of eachsecurities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notary certified copy of thatpower or authority, shall be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat BandarDamansara, Damansara Heights, 50490 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the Meeting orany adjournment thereof.

12 Jan 2015 4:50 PM

ANNEXURE A


12 Jan 2015 4:50 PM

FORM OF PROXY WZ SATU BERHAD(Company No. 666098-X)(Incorporated in Malaysia)

* I/We (full name),___________________________________________________________________________________________________bearing *NRIC No./Passport No./Company No. __________________________________________________________________________of (full address) ____________________________________________________________________________________________________being a *member/members of WZ Satu Berhad (“the Company”) hereby appoint :-

First Proxy “A” Full Name NRIC/ Passport No. Proportion of Shareholdings Represented No. of Shares % Full Address

and/or failing *him/her,Second Proxy “B” Full Name NRIC/ Passport No. Proportion of Shareholdings No. of Shares % Full Address

100%

or failing *him/her, the *Chairman of the Meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Tenth Annual GeneralMeeting of the Company to be held at Kristal Ballroom 1, Level 1, West Wing, Hilton Petaling Jaya, No. 2 Jalan Barat, 46200 PetalingJaya, Selangor Darul Ehsan, on Friday, 13 February 2015 at 10:00 a.m. and at any adjournment thereof.

In the case of a vote by a show of hands, my proxy ____________________________________ (one only) shall vote on *my/our behalf.

Please indicate with an “X” in the spaces provided below as to how you wish your votes to be casted. If no specific direction as to votingis given, the proxy will vote or abstain from voting at *his/her discretion.

No. Agenda1. To receive the Audited Financial Statements for the financial period from 1 May 2013 to 31 August 2014 (“financial period

ended 31 August 2014”) together with the Reports of the Directors and the Auditors thereon.No. Agenda Resolution For Against2. To approve the payment of Directors’ fees for the financial period ended 31 August 2014.3. To re-elect Mr. Tan Ching Kee who is retiring in accordance with Article 84 of the Company’s

Articles of Association and being eligible, has offered himself for re-election.4. To re-elect YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah who is retiring in accordance

with Article 91 of the Company’s Articles of Association and being eligible, has offered himselffor re-election.

5. To re-elect Mr. Tan Teng Heng who is retiring in accordance with Article 91 of the Company’sArticles of Association and being eligible, has offered himself for re-election.

6. To re-elect Dato’ Ir. Mohd Ghazali Bin Kamaruzaman who is retiring in accordance with Article91 of the Company’s Articles of Association and being eligible, has offered himself for re-election.

7. To re-elect Dato’ Ir. William Tan Chee Keong who is retiring in accordance with Article 91 of theCompany’s Articles of Association and being eligible, has offered himself for re-election.

8. To re-elect Encik Rosli Bin Shafiei who is retiring in accordance with Article 91 of the Company’sArticles of Association and being eligible, has offered himself for re-election.

9. To re-elect Datuk Idris Bin Haji Hashim who is retiring in accordance with Article 91 of theCompany’s Articles of Association and being eligible, has offered himself for re-election.

10. To appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company until the conclusionof the next Annual General Meeting and to authorise the Directors to fix their remuneration.

Special Business11. Ordinary Resolution No. 1 Authority to Issue Shares pursuant to Section 132D of the Companies Act, 196512. Ordinary Resolution No. 2 Proposed Renewal of Share Buy-back Authority

As witness my/our hand(s) this day __________ of ____________________ 2015.

__________________________________*Signature/Common Seal of Member

*Strike out whichever not applicable

CDS Account No.Number of ordinary shares held

12

3

4

5

6

7

8

9

10

11

12 Jan 2015 4:50 PM

NOTES:-1. In respect of deposited securities, only members/shareholders whose names appear in the Record of Depositors on 6 February 2015 shall be eligible

to attend the Meeting.2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint up to two (2) proxies to attend and vote in his stead. There

shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as themember to speak at the Meeting.

3. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to theCompany. Where a member appoints two (2) proxies to attend and vote at the Meeting, he shall specify the proportion of his shareholdings to berepresented by each proxy, failing which, the appointment shall be invalid.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointoris a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

5. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 (“SICDA”)which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to thenumber of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a member is an authorisednominee as defined under SICDA, it may appoint at least one (1) proxy but subject to a maximum of two (2) in respect of each securities account itholds with ordinary shares of the Company standing to the credit of the said securities account.

6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notary certified copy of that poweror authority, shall be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara,Damansara Heights, 50490 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournmentthereof.

Then fold here

1st Fold here

AffixStamp

The Company Secretaries

WZ Satu Berhad (666098-X)Level 7, Menara Milenium,

Jalan Damanlela,Pusat Bandar Damansara,

Damansara Heights,50490 Kuala Lumpur.

Fold this flap for sealing

12 Jan 2015 4:50 PM

WZ Satu Berhad (666098-X)

Lot 1890, Jalan KPB 9Kawasan Perindustrian Balakong43300 Seri KembanganSelangor Darul EhsanMalaysia

Tel: +603-8962 2226Fax: +603-8962 2228

w w w . w z s . m y

12 Jan 2015 4:50 PM

Documents

REVENUE (RM’000) 170,258120115).pdf · REVENUE (RM’000) RM170,258 GROSS PROFIT (RM’000) RM29,155 EBITDA (RM’000) RM14,719 PROFIT AFTER TAX (RM’000) RM11,681 12 Jan 2015