ENRA GROUP BERHAD 199201005296 (236800-T) ANNUAL REPORT 2024
OVERVIEW 02 Corporate Information 03 Corporate Structure PERFORMANCE REVIEW 05 Five-Year Financial Highlights 07 Chairman’s Statement LEADERSHIP 08 Board of Directors’ Profile 12 Key Senior Management’s Profile 13 Management Discussion and Analysis OUR VISION OUR SHARED VALUES Through shared values, innovation and technology, ENRA will enable its people to create sustainable enterprise value in a manner that is responsible to its stakeholders, community and environment ETHICAL To make decisions that promote goodness and avoid harm NOBLE To behave in a manner that in respectful to others RELIABLE To keep and deliver promises that have been made ACCOUNTABLE To take ownership to all outcomes and never passing blame INSIDE THIS REPORT CORPORATE GOVERNANCE 18 Corporate Governance Overview Statement 23 Sustainability Report 79 Audit, Risk Management and Sustainability Committee Report 83 Statement on Risk Management and Internal Control 89 Additional Compliance Information 91 Statement of Directors’ Responsibilities FINANCIAL STATEMENTS & OTHERS 92 Financial Statements 179 Properties owned by ENRA Group 181 Analysis of Shareholdings 184 Analysis of Warrantholdings 187 Notice of Annual General Meeting Form of Proxy Appendix A - Bursa Sustainability Performance Report
02 ENRA GROUP BERHAD ANNUAL REPORT 2024 CORPORATE INFORMATION Datuk Ali bin Abdul Kadir Chairman, Independent Non-Executive Director Tan Sri Dato’ Kamaluddin bin Abdullah President & Group Chief Executive Officer Kok Kong Chin Executive Director Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Senior Independent Non-Executive Director Dato’ Wee Yiaw Hin Independent Non-Executive Director Loh Chen Yook Independent Non-Executive Director Tunku Afwida binti Tunku Abdul Malek Independent Non-Executive Director AUDIT, RISK MANAGEMENT AND SUSTAINABILITY COMMITTEE Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Chairman Dato’ Wee Yiaw Hin Member Tunku Afwida binti Tunku Abdul Malek Member Loh Chen Yook Member BOARD NOMINATION AND REMUNERATION COMMITTEE Dato’ Wee Yiaw Hin Chairman Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Member Tunku Afwida binti Tunku Abdul Malek Member EMPLOYEES’ SHARE SCHEME COMMITTEE Dato’ Wee Yiaw Hin Chairman Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Member Tunku Afwida binti Tunku Abdul Malek Member COMPANY SECRETARY Chin Soo Ching @ Chen Soo Ching MAICSA 7042265 SSM PC No.: 202008002101 SHARE REGISTRAR Bina Management (M) Sdn Bhd Lot 10, The Highway Centre Jalan 51/205 46050 Petaling Jaya Selangor Tel : +603-7784 3922 Fax : +603-7784 1988 REGISTERED OFFICE D3-U6-15, Block D3 Solaris Dutamas No. 1, Jalan Dutamas 1 50480 Kuala Lumpur Tel : +603-2300 3555 Fax : +603-2300 3550 Email : info@enra.my Website : www.enra.my AUDITORS BDO PLT LLP0018825-LCA & AF 0206 Level 8 BDO @ Menara CenTARa 360 Jalan Tuanku Abdul Rahman 50100 Kuala Lumpur PRINCIPAL BANKERS CIMB Bank Berhad Malayan Banking Berhad Bank Kerjasama Rakyat Malaysia Berhad STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad Stock Code: 8613 Stock Name: ENRA BOARD OF DIRECTORS
03 OVERVIEW 65.69% 51% 51% 70% 70% 60% 70% 75% ENRA GROUP BERHAD HAMPTONS HOMES SDN. BHD. ENRA PROPERTY (UK) LIMITED Q HOMES SDN. BHD. MAKMUR HOMES SDN. BHD. PROMINENT ARCHWAY SDN. BHD. ABODE SENIOR LIVING LIMITED CALDECOTT SQUARE RUGBY LIMITED ABODE CALDECOTT SQUARE DEVELOPMENT LIMITED FITZROVIA DEVELOPMENTS LIMITED DV HOMES SDN. BHD. MERPATI TPG SDN. BHD. BRP HOMES SDN. BHD. ENRA LABUAN SDN. BHD. MSMENRA SDN. BHD. (In Liquidation) ENRA ENGINEERING & CONSTRUCTION SDN. BHD. ENRA ENGINEERING AND FABRICATION SDN. BHD. ENRA ENERGY SOLUTIONS SDN. BHD. ENRA SPM SDN. BHD. HEXAGON MARINE LOGISTICS LABUAN LTD. HEXAGON MARINE SERVICES (S) PTE. LTD. HEXAGON SPM SOLUTIONS SDN. BHD. HEXAGON SBM (SARAWAK) SDN. BHD. ENRA SPM LABUAN LIMITED HEXAGON ENERGY LOGISTICS SDN. BHD. Entities are 100%-owned unless otherwise stated ENERGY LOGISTICS MAINTENANCE, REPAIR & OVERHAUL SERVICES PROPERTY DEVELOPMENT ENRA LAND SDN. BHD. ENRA ENERGY SDN. BHD. CORPORATE STRUCTURE AS AT 14 JUNE 2024
04 ENRA GROUP BERHAD ANNUAL REPORT 2024 DEFINITIONS GENERAL AGM Annual General Meeting Board Board of Directors Bursa Securities Bursa Malaysia Securities Berhad ENRA or the Company Specifically, ENRA Group Berhad, the investment holding company of the Group ENRA Group or the Group ENRA and its group of subsidiaries and associate interests MCCG 2021 Malaysian Code on Corporate Governance 2021 MMLR Main Market Listing Requirements SC Securities Commission Malaysia FINANCIAL EI Exceptional Items FYE Financial Year Ending/Ended 31 March LATAMI Loss After Tax and Minority Interest LBT Loss Before Tax PATAMI Profit After Tax and Minority Interest PBT Profit Before Tax ROA Return on Assets ROE Return on Equity ENERGY LOGISTICS Energy Logistics division ENRA Energy, Hexagon Energy Logistics Sdn. Bhd., and their respective subsidiaries and associate interests ENRA Energy ENRA Energy Sdn. Bhd. (a subsidiary of ENRA) ENRA SPM ENRA SPM Sdn. Bhd. (a subsidiary of Hexagon Energy Logistics Sdn. Bhd.) FSO Floating Storage and Offloading GPM Gulf Petroleum Myanmar HMLL Hexagon Marine Logistics Labuan Ltd. (a subsidiary of Hexagon Energy Logistics Sdn. Bhd.) Ratu ENRA HMLL’s oil/chemical tanker, currently converted into a FSO vessel SPM Single Point Mooring MAINTENANCE, REPAIR & OVERHAUL SERVICES EES ENRA Energy Solutions Sdn. Bhd. (a subsidiary of ENRA Engineering & Construction Sdn. Bhd.) MRO Maintenance, Repair & Overhaul MRO Services division ENRA Engineering & Construction Sdn. Bhd., EES, and their respective subsidiaries and associate interests PROPERTY DEVELOPMENT ENRA Land ENRA Land Sdn. Bhd. (a subsidiary of ENRA) GDV Gross Development Value Property Development division ENRA Land, ENRA Labuan Sdn. Bhd., and their respective subsidiaries and associate interests Q Homes Q Homes Sdn. Bhd. (a subsidiary of ENRA Land) UK The United Kingdom
05 PERFORMANCE REVIEW FIVE-YEAR FINANCIAL HIGHLIGHTS FYE 2020 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 Continuing Operations - Revenue (RM'000) 226,646 55,302 62,707 30,479 31,057 - Gross profit/(loss) (RM'000) 43,927 16,693 19,853 (1,909) 154 - PBT/(LBT) before EI (RM'000) 8,362 2,003 (4,092) (14,706) (14,746) - (Loss)/Profit After Tax (RM'000) 4,481 (8,053) 5,596 (39,519) (16,460) - (LATAMI)/PATAMI (RM'000) 2,480 (6,360) 7,319 (25,458) (14,877) - (LATAMI)/PATAMI before EI (RM'000) 2,480 3,380 (6,787) (12,213) (13,055) - EPS (sen) 1.84 (4.71) 5.42 (18.87) (11.02) - EBITDA (RM'000) 36,475 2,518 15,615 (31,784) (13,712) - EBITDA before EI (RM'000) 36,475 12,259 5,274 (7,031) (12,287) Shareholders' equity (RM'000) 121,825 114,256 111,307 87,305 75,501 Number of shares (excluding treasury shares) ('000) 134,919 134,919 134,919 134,919 134,919 Net assets per share (RM) 0.90 0.85 0.82 0.65 0.56 Share price as at year end (RM) 1.20 0.62 0.87 0.75 0.64 Market capitalisation as at year end (RM'000) 161,902 83,649 117,379 101,189 86,348 Exceptional Items (RM’000) (above RM1.0 million) Net realisable value write down for inventories - - 241 13,481 1,026 Full impairment of the remaining balance of a trade receivable - - - 723 - Impairment on goodwill on acquisition - 8,536 - 400 - Mutual separation scheme - 1,205 - - - Gain on disposal of Subsidiaries - - (19,588) - (120) Impairment of Property, Plant and Equipment ("PPE") - - 9,006 - 519 Mutual settlement on arbitration case - - - 10,148 - Total EI - 9,741 (10,341) 24,752 1,425 EBITDA Working (RM’000) (LBT)/PBT 8,362 (7,738) 6,249 (39,458) (16,171) (+) Interest expense (including MFRS 116 and MFRS 16) 3,979 2,799 1,981 1,603 (3,663) (+) Depreciation & amortisation (including MFRS 116 and MFRS 16) 24,134 7,457 7,385 6,071 6,122 EBITDA 36,475 2,518 15,615 (31,784) (13,712)
06 ENRA GROUP BERHAD ANNUAL REPORT 2024 FIVE-YEAR FINANCIAL HIGHLIGHTS REVENUE (RM'000) (LATAMI)/PATAMI before EI (RM'000) PBT/(LBT) before EI (RM'000) EPS (Sen) 30,479 31,057 226,646 55,302 62,707 FYE 2020 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 (14,724) (14,746) 8,362 2,003 (4,092) (12,231) (13,055) 2,480 3,380 (6,787) (18.88) (11.02) 1.84 (4.71) 5.42 FYE 2020 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2020 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2020 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024
07 PERFORMANCE REVIEW CHAIRMAN’S STATEMENT Despite navigating a challenging competitive landscape and economic uncertainties in recent years, ENRA has made substantial progress in strengthening our foundation. Throughout FYE 31 March 2024, we focused on restructuring and realigning our strategies. Initiatives such as rigorous cost management, streamlined operations, and enhanced product development have stabilised our operations and set a robust framework for future growth and profitability. Looking ahead, we are optimistic about the prospects for ENRA Group. Our team remains dedicated and motivated, guided by a shared vision of excellence and resilience. Together, we are determined to steer the Company towards a prosperous future, where we anticipate harvesting the fruits of our labour in the coming years. In closing, I extend my heartfelt gratitude to our shareholders, customers, and employees for their unwavering support and commitment during these transformative times. With confidence and determination, we embark on the next phase of our journey, fully committed to delivering sustainable growth and value creation. Datuk Ali bin Abdul Kadir Chairman 20 June 2024 Dear Shareholders, This past fiscal year has marked a significant chapter in our company's journey — a period of rebuilding, strategising, and preparing for a promising future.
08 ENRA GROUP BERHAD ANNUAL REPORT 2024 DIRECTORS’ PROFILE DATUK ALI BIN ABDUL KADIR Chairman, Independent Non-Executive Director Datuk Ali was appointed to the Board as Chairman on 1 June 2015. He had served on the Audit, Risk Management and Sustainability Committee from 2015 to 2022 until he stepped down in accordance with MCCG’s recommendation for the Chairman. He is a Fellow of the Institute of Chartered Accountants in England and Wales (“ICAEW”), member of the Malaysian Institute of Certified Public Accountants (“MICPA”) and the Malaysian Institute of Accountants (“MIA”). He is also an Honorary Fellow of the Institute of Chartered Secretaries & Administrators (UK). Datuk Ali is currently the Chairman of JcbNext Berhad and other private companies and foundations. He is also the Chairman of Amanah Lestari Alam and Persatuan Makanan Ehsan. Datuk Ali was appointed as Chairman of the Securities Commission of Malaysia on 1 March 1999 and served in that capacity until 29 February 2004. He also served on a number of national-level committees including the Foreign Investment Committee, the Oversight Committee of National Asset Management Company (Danaharta) and chaired the Financial Reporting Foundation. Prior to his appointment to the Securities Commission, he was the Executive Chairman and Partner of Ernst & Young and its related firms. He was the former President of the MICPA and cochaired the Company Law Forum. He was appointed an Adjunct Professor in the Accounting and Business Faculty, University of Malaya (2008 till 2011) and was then appointed to the Advisory Board of the same Faculty until 2021. He was the Honorary Advisor to ICAEW-KL City Chapter from 2000 to 2021. Datuk Ali was awarded the Panglima Jasa Negara (PJN) by the Yang di-Pertuan Agong in 2001. In 2012, he was bestowed the Lifetime Achievement Award by ICAEW and the President’s Award by MICPA. He does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company except for the potential conflict of interest in relation to the mezzanine loan provided to the Group on arm’s length basis via Rio Venture Sdn Bhd, of which he is a major shareholder. He has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. He attended all 6 Board meetings held during the financial year under review. TAN SRI DATO’ KAMALUDDIN BIN ABDULLAH President & Group Chief Executive Officer Tan Sri Dato’ Kamaluddin was appointed to the Board on 20 April 2015 as a Non-Independent Non-Executive Director. He was redesignated as Executive Deputy Chairman of the Company on 1 June 2015 and subsequently as the President & Group Chief Executive Officer of the Company on 1 December 2021. He is also the Chairman of the Executive Committee. He graduated with a Bachelor of Arts (Hons) in Law from the University of Cambridge, United Kingdom. He is also a Barrister-at-law of the Middle Temple. He started his career with the Sime Darby Group, a major multi-national company, based in Malaysia. During his 5 years term with the Group, he served in the tyre manufacturing and plantations divisions covering the areas of marketing, corporate affairs, human resources, administration and legal affairs. After his stint in Sime Darby, he joined Dewina Berhad, a diversified food group listed on Bursa Securities and served as its Group Executive Director. He was also a major shareholder of Dewina Berhad. He does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company. He has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. He attended all 6 Board meetings held during the financial year under review. Male Malaysian 75 Male Malaysian 57
09 LEADERSHIP Directors’ Profile (Cont’d) KOK KONG CHIN Executive Director Mr. Kok was appointed to the Board on 26 February 2016 as a Non-Independent Non-Executive Director. He was redesignated as an Executive Director of the Company on 1 August 2016. He is a member of the Executive Committee. He graduated from the National University of Malaysia with a BBA (Hons) degree and holds an MBA from Schulich School of Business, York University, Canada. He has also completed the Advanced Leadership Programme by Judge Business School, University of Cambridge. He has over 30 years of experience in the areas of strategy, general management, private equity, corporate and investment banking. He has held several key senior positions in CIMB Group during his tenure at the banking group, and was also Independent Non-Executive Director of Ping Petroleum Ltd and Group Managing Director of Tropicana Corporation Berhad. Currently he is the Independent Non-Executive Chairman of Pekat Group Berhad. He does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company except for the potential conflict of interest in relation to the mezzanine loan he provided to the Group on arm’s length basis. He has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. He attended all 6 Board meetings held during the financial year under review. TAN SRI DATO’ SERI SHAMSUL AZHAR BIN ABBAS Senior Independent Non-Executive Director Tan Sri Dato’ Seri Shamsul Azhar was appointed to the Board on 15 June 2015. He is the Senior Independent NonExecutive Director of the Company. He is also the Chairman of the Audit, Risk Management and Sustainability Committee, a member of the Board Nomination and Remuneration Committee and Employees’ Share Scheme Committee. He holds a Master’s of Science in Energy Management from the University of Pennsylvania, United States of America, a Degree in Political Science from Universiti Sains Malaysia as well as a Technical Diploma in Petroleum Economics from Institute Francaise du Petrole in France. He joined Petroliam Nasional Berhad (“PETRONAS”) in 1975 and served in various capacities during his 40 years tenure with the organisation including his last held position as President and Chief Executive Officer of PETRONAS from 2010 to 2015. During the tenure of his leadership, he guided PETRONAS in undertaking strategic landmark projects (both for PETRONAS and Malaysia), such as the Pengerang Integrated Refinery and Petrochemical Project (RAPID), the Bintulu Train 9 project, the construction of 2 PETRONAS Floating Liquified Natural Gas (“LNG”) facilities and Malaysia’s first Regasification terminal in Malacca. Tan Sri Shamsul Azhar was the President/Chief Executive Officer of MISC Berhad from 1 July 2004 until 31 December 2008 and was its Chairman from February 2010 to 1 August 2011. He also served as Pro-Chancellor of Universiti Teknologi PETRONAS, a member of the Board of Trustees of the Razak School of Government and the Chairman of the National Trust Fund of Malaysia. He was the Chairman of MMC Corporation Berhad and MMC Ports Holdings Sdn Bhd from 16 July 2015 to 31 August 2020 and the Chairman of Sapura Energy Berhad from 30 July 2020 to 7 May 2022. He is currently the Chairman of the Board of Deleum Berhad. He does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company except for the potential conflict of interest in relation to the mezzanine loan he provided to the Group on arm’s length basis. He has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. He attended all 6 Board meetings held during the financial year under review. Male Malaysian 58 Male Malaysian 72
10 ENRA GROUP BERHAD ANNUAL REPORT 2024 Directors’ Profile (Cont’d) DATO’ WEE YIAW HIN Independent Non-Executive Director Dato’ Wee was appointed to the Board on 24 August 2016. He is a member of the Audit, Risk Management and Sustainability Committee and the Chairman of the Board Nomination and Remuneration Committee and the Employees’ Share Scheme Committee. He has more than 30 years of experience in the Oil & Gas Industry across the Exploration & Production (“E&P”) and Gas & LNG value chain. He spent 21 years in Shell in Malaysia and overseas where he took up a number of senior positions in countries including United Kingdom and South Africa. In Malaysia, he was Vice President, Upstream Asia and Managing Director of Shell Malaysia E&P Companies from 2006 to 2010. He joined PETRONAS as Executive Vice President and Chief Executive Officer of Upstream Business in May 2010. He retired from PETRONAS in April 2016. Presently, he also sits on the board of Cagamas Berhad and Anton Oilfield Services Group, which is listed on the Hong Kong Stock Exchange. He is an Audit Committee member of Anton Oilfield Services Group. He does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company. He has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. He attended 5 Board meetings held during the financial year under review. LOH CHEN YOOK Independent Non-Executive Director Mr. Loh was appointed to the Board on 1 June 2015 as a Non-Independent Non-Executive Director. Prior to the change in substantial shareholders of the Company following a mandatory general offer in 2015, Mr. Loh was the Managing Director of the Company, then known as Perduren (M) Bhd, from the year 2007 to year 2014. He resigned from the Board on 20 April 2015 and was re-appointed as Non-Executive Director on 1 June 2015 to the new Board of the Company which had assumed the new name, ENRA Group Berhad. With effect from 29 November 2018, Mr. Loh was redesignated as an Independent Non-Executive Director. He is also a member of the Audit, Risk Management and Sustainability Committee. Mr. Loh has over 30 years of experience in the property development, infrastructure, building construction as well as timber logging businesses. Currently, he is also the Chairman of Karyon Industries Berhad. He does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company except for the potential conflict of interest in relation to the mezzanine loan he and his son, Mr. Loh Fatt Chong, provided to the Group on arm’s length basis. He has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. He attended all 6 Board meetings held during the financial year under review. Male Malaysian 65 Male Malaysian 69
11 LEADERSHIP Directors’ Profile (Cont’d) TUNKU AFWIDA BINTI TUNKU ABDUL MALEK Independent Non-Executive Director Tunku Afwida was appointed to the Board on 8 March 2022. She is also a member of the Audit, Risk Management and Sustainability Committee, Board Nomination and Remuneration Committee and Employees’ Share Scheme Committee. She holds a Bachelor of Science (Honours) degree in Economics and Accountancy from City University London, UK, qualified as a Chartered Accountant from the ICAEW and is a member of the MIA. Tunku Afwida has held senior roles in investment banks. From 2006 until 2008, she was the Chief Executive Officer (“CEO”) and Executive Director (“ED”) of Kenanga Investment Bank Berhad. Prior to that, from 2003 to 2006, she was CEO and ED of MIMB Investment Bank Berhad (now known as Hong Leong Investment Bank Berhad) and from 1995 to 2003, she was ED/Chief Investment Officer of Commerce Asset Fund Managers Sdn Bhd. She was also the Senior Independent Director of Telekom Malaysia Berhad before her retirement in May 2024 and was a Director and shareholder of Asia Equity Research Sdn Bhd from 2015 to 2022. She is currently the Chairman of Affin Hwang Investment Berhad and a Board member of SAM Engineering & Equipment (M) Berhad and DXN Holdings Berhad. She does not have any family relationship with any director and/or major shareholder of the Company, or any conflict of interests in any business arrangement involving the Company. She has not been convicted for any offences within the past 5 years nor has been imposed any public sanction or penalty by the relevant regulatory bodies during the financial year under review. She attended all 6 Board meetings held during the financial year under review. Female Malaysian 58
12 ENRA GROUP BERHAD ANNUAL REPORT 2024 KEY SENIOR MANAGEMENT’S PROFILE Qualifications • Masters in Accounting & Business, Aston Business School • Bachelor’s Degree with Honours in Computer Science, University of Warwick Working Experience • Maestro Capital Sdn Bhd, a boutique M&A advisory firm (2010 - 2014) • CIMB Investment Bank Berhad (2006 - 2009) Directorship/Relevant Appointments (outside ENRA) • N/A Qualifications • Bachelor of Accounting, University of Malaya, Malaysia • Chartered Global Management Accountant (CIMA) • Member of MIA Working Experience • MSM Trading International DMCC (MTID) Dubai, UAE – Head of Finance (2016 - 2019) • MSM Malaysia Holdings Berhad, Malaysia – Accountant (2011 - 2015) • Felda Holdings Berhad – Finance Executive (2008 - 2011) Directorship/Relevant Appointments (outside ENRA) • N/A Qualifications • Bachelor of Science, Industrial Design, Faculty of Mechanical Engineering UTM Skudai, Johor Working Experience • MTU Services (M) Sdn Bhd — Chief Operating Officer (2019 - 2022) — Director Operations (2014 - 2018) — General Manager, Service Centre (2009 - 2014) • Motor Teknologi and Industri Sdn Bhd — Chief Operating Officer (2019 - 2022) • Central Management and Cataloguing Agency, CMCA — Chief Operating Officer (2019 - 2022) Directorship/Relevant Appointments (outside ENRA) • N/A DANIEL LAU LEE HOONG Chief Investment Officer AMIR RUQAIMI BIN NGAH Chief Financial Officer IKHLAS BIN ZAINAL Chief Executive Officer of ENRA Energy Solutions Sdn Bhd Date Appointed: 1 December 2021 Nationality: Malaysian Age/Gender 41/Male Date Appointed: 1 February 2021 Nationality: Malaysian Age/Gender 39/Male Date Appointed: 1 January 2023 Nationality: Malaysian Age/Gender 41/Male ADDITIONAL INFORMATION ON THE KEY SENIOR MANAGEMENT Family Relationship with any Directors and/or Major Shareholder None of the Key Senior Management have family relationship with any other Directors and/or Major Shareholders of the Company. Conflict of Interest None of the Key Senior Management have any conflict of interest with the Company. Conviction for Offences (within the past 5 years, other than traffic offences) None of the Key Senior Management have any conviction for offences (other than traffic offences, if any) and have not been imposed of any public sanction or penalty by the relevant regulatory bodies during the financial year.
13 LEADERSHIP MANAGEMENT DISCUSSION AND ANALYSIS ENRA Group Berhad concludes the financial year ending 31 March 2024 by continuing to grow and streamline its existing businesses. FINANCIAL SNAPSHOT FOR THE YEAR UNDER REVIEW FYE 2023 RM mil Change % FYE 2024 RM mil Remarks Revenue 30.47 1.94 31.06 Energy Logistics 23.66 7.48 25.43 Property Development 5.61 (18.36) 4.58 MRO Services 1.20 (13.33) 1.04 Gross Profit/(Loss) (1.91) 92.15 0.15 Energy Logistics (2.63) 107.85 0.54 • One-off settlement of USD3.35 million by ESPM to PT CMS in FYE 2023. • End of Myanmar contract in November 2023. Property Development 0.59 (196.61) (0.57) • Ongoing sales and construction of Taman Vista Impian project in Dengkil. • LAD charges for Telok Panglima Garang incurred in March 2024. MRO Services 0.13 38.46 0.18 PATAMI/(LATAMI) (25.46) n.m. (14.88) ROE (29.2%) n.m. (22.75%) ROA (16.6%) n.m. (9.8%) KEY HIGHLIGHTS FOR THE YEAR i. Completion of Ratu ENRA’s GPM FSO contract in November 2023 - Ratu ENRA now undergoing a scheduled periodical Dry Dock and Special Survey before continuing operations; ii. First full year of operations for new MRO Services division; iii. Maiden Malay-reserved development project at Taman Iram Perdana, Telok Panglima Garang completed vacant possession and delivered 100% of its units; and iv. Commenced Taman Vista Impian development in Dengkil which is expected to complete in the next financial year.
14 ENRA GROUP BERHAD ANNUAL REPORT 2024 Management Discussion and Analysis (Cont’d) FINANCIAL PERFORMANCE REVENUE FYE 2023 FYE 2024 RM31.06 mil RM30.48 mil ENRA’s FYE 2024 total revenue increased by RM0.58 million which was mainly contributed by the Energy Logistics division. The Group’s LATAMI has reduced as a one-off settlement made for the arbitration by PT CMS of USD3.35 million (approximately RM10.15 million) was incurred in FYE 2023. ENERGY LOGISTICS ENERGY LOGISTICS FYE 2023 FYE 2024 RM23.66 mil RM25.43 mil RM0.54 mil RM3.01 mil RM2.63 mil RM15.23 mil Revenue Gross Pro t/(Loss) PBT/(LBT) The Energy Logistics division’s main business is the provision of storage and transportation products and services encompassing FSOs/tankers, shipping services, and SPM solutions. This division generated RM25.43 million of revenue and RM0.54 million of gross profit for FYE 2024, mainly due to the completion of the GPM FSO contract in November 2023 followed by Ratu ENRA’s periodical special survey and dry dock in the remaining months of FYE 2024. PATAMI/(LATAMI) FYE 2023 FYE 2024 RM14.88 mil RM25.46 mil
15 LEADERSHIP Management Discussion and Analysis (Cont’d) PROPERTY DEVELOPMENT PROPERTY DEVELOPMENT FYE 2023 FYE 2024 RM5.61 mil RM4.58 mil RM0.57 mil RM7.49 mil RM0.59 mil RM15.44 mil Revenue Gross Pro t/(Loss) PBT/(LBT) Revenue for the Property Development division declined from RM5.61 million in FYE 2023 to RM4.58 million in FYE 2024. The decline in revenue was due to the delivery of vacant possession of all the Telok Panglima Garang units in Q1 2024 and Taman Vista Impian, Dengkil having sold only 42% of units in FYE 2024. Despite very strong bookings (4x the number of units), the high interest rates and conservative lending environment in FYE 2024 resulted in a low conversion of bookings into sales and home loans. Our project in Rugby, UK has yet to begin development due to the UK’s unconducive market conditions - high interest rates and low consumer confidence led to a soft residential market for most of FYE 2024. MRO SERVICES MRO SERVICES FYE 2023 FYE 2024 RM1.20 mil RM1.04 mil RM0.18 mil RM1.710 mil RM0.13 mil RM1.07 mil Revenue Gross Pro t/(Loss) PBT/(LBT) Revenue and gross profit for the MRO Services division remains largely consistent year-on-year. However, expenses have increased for this division as it is actively recruiting and building capability to pursue a wider pool of clients.
16 ENRA GROUP BERHAD ANNUAL REPORT 2024 Management Discussion and Analysis (Cont’d) FINANCIAL POSITION OVERVIEW ENRA ends the financial year with a positive balance sheet: • Net assets have decreased from RM86.2 million as at 31 March 2023 to RM72.3 million as at 31 March 2024; • Gearing has increased to 0.47 times in FYE 2024 compared to 0.16 times in FYE 2023; and • Cash and cash equivalents have decreased from RM12.8 million in FYE 2023 to RM5.3 million in FYE 2024. FUTURE PROSPECTS Energy Logistics The Energy Logistics division continues to be the primary contributor to the Group’s revenue. Current assets within this division include the FSO Ratu ENRA and a SPM, supported by a dedicated and technically capable team that is actively pursuing and bidding for FSO and SPM projects. This division has a golden opportunity to grow due to the strong oil & gas, and shipping markets. Elevated oil prices caused by the prevailing geopolitical environment and general high cost of extracting oil has led to an increasing number of new and marginal oil fields being developed. Furthermore, the gap between the availability and demand of vessels will take time to resolve, aggravated by the increased sailing distances due to uncertainty in the Red Sea. Consequently, the logistics of oil, gas, and related cargo for storage or transport purposes are anticipated to be in high demand and supportive of strong charter rates. In addition, the transition to renewable energy sources is experiencing its own financial and technical challenges, ensuring the relevance of the oil & gas industry for the foreseeable future. As such, we believe the outlook of this division is favourable with the team actively evaluating vessel fleet expansion opportunities as well as pursuing niche FSO and SPM solutions. Property Development Diminished external demand has tempered Malaysia’s economic expansion thus impacting buyer sentiment. Nonetheless, there has been a rise in the average listing prices of residences, coupled with cautious optimism among sellers regarding the market’s forthcoming direction. Management anticipates that the market sentiment is favourable toward landed properties. Furthermore, stamp duty exemption for residential transactions below RM500,000 for first-time home buyers, announced in Budget 2024, will help reduce the number of overhang properties complementing our affordable homes product. The Group’s development in Rugby, UK continues to face headwinds from fluctuating exchange rates, high interest rates, and supply and logistical challenges. Management will continue to assess the market conditions before reigniting the project. After assessing the property sector’s outlook for the forthcoming year, Management will continue to remain focused on opportunities primarily within Malaysia. We will prioritise the successful sale of the Group’s existing projects before embarking on the development of new sites. The Group remains open to exploring opportunities both within and beyond the affordable housing market – which remains the largest potential market in Malaysia.
17 LEADERSHIP Management Discussion and Analysis (Cont’d) MRO Services The division will continue to strategically promote its services and solutions to both governmental and commercial sectors. The emphasis will be on diesel power generation and propulsion equipment, covering maintenance, machining, repairs and related services across diverse sectors such as oil & gas, agriculture, marine, transportation, and others. We are diligently preparing our facilities and manpower to bid for a comprehensive maintenance and repair contract for critical propulsion systems aboard marine assets. Simultaneously, we are looking to partner with shipyards to bid for the refurbishment of aging ships, positioning ourselves to secure new shipbuilding projects. The Group is confident that the time and effort invested in building this foundation over the past year, along with the positive market response, will lead to favourable outcomes in the near future. CONCLUSION ENRA maintains a prudent approach to cost management and risk mitigation practices. By remaining diversified, we strive to create steady revenue streams across our various divisions, thereby minimising dependence on any one sector. Overall, our outlook is positive, with each division poised for growth and success. We remain committed to leveraging market conditions, enhancing our capabilities, and exploring new avenues to ensure sustained progress and stability for the Group.
18 ENRA GROUP BERHAD ANNUAL REPORT 2024 CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of ENRA is committed to ensuring that high standards of corporate governance (“CG”) principles and practices are applied throughout the Group as a fundamental part of discharging its responsibilities to safeguard shareholders’ investments and protect the interests of all stakeholders. This Corporate Governance Overview Statement is prepared in compliance with the MMLR of Bursa Securities and takes guidance from the key CG principles as set out in the MCCG 2021. This statement is supplemented with the Corporate Governance Report (“CG Report”) which provides the details on how the Company has applied each Practice of good governance with the relevant provisions as prescribed in the MCCG 2021 during FYE 2024. The CG Report is available on the Company’s website at www.enra.my. This Corporate Governance Overview Statement should also be read in conjunction with the other statements in the Annual Report, namely, the Statement on Risk Management and Internal Control, the Audit, Risk Management and Sustainability Committee Report and the Sustainability Report as the depth of certain CG practices may be better explained in the context of the respective statements. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board has the overall responsibility for the sustainability, governance, strategic leadership and direction, the conduct of the Group’s businesses, risk management and internal controls, investor relations, management succession plan and business operations of the Group. Beyond the matters reserved for the Board’s decision, the Board has delegated the authority to achieve the corporate objectives and day-to-day management of the business of the Group to the Executive Committee comprising the President & Group Chief Executive Officer and the Executive Director. There is a formalised Limits of Authority which defines the applicable limits specifically reserved for the Board’s approval and those delegated to the Executive Committee, the President & Group Chief Executive Officer, the Executive Director and Management. These authority limits are reviewed and revised as and when required, to ensure an optimum structure for efficient and effective decision-making in the Group. The Executive Directors remain accountable to the Board for the authority that is delegated to them for the performance of the Group. The Board places great importance on sustainability and had taken the necessary steps to ensure high standards of environmental, social and governance across the Group’s operations. This includes formalising policy, guidelines, frameworks, and processes relating to, amongst others, ENRA’s capital allocation management and investment appraisal practices in managing future risks and opportunities as the Group continues to build a responsible and sustainable business. Further information on ENRA’s sustainability agenda and initiatives for the year under review are disclosed in the Sustainability Report section of this Annual Report. While the Board is responsible for creating the framework and policies within which the Group should be operating, the Management is accountable for the execution of the expressed policies and attainment of the Company’s corporate objectives. This demarcation complements and reinforces the supervisory role of the Board. The roles of the Chairman and the President & Group Chief Executive Officer are distinct and separate to engender accountability to facilitate a clear division of responsibilities. The Chairman is responsible for ensuring Board effectiveness and standards of conduct while the President & Group Chief Executive Officer is responsible for the overall management of the Group, including smooth running of the businesses and implementation of strategies and policies. In carrying out its function, the Board has delegated specific responsibilities to Board Committees, namely, the Audit, Risk Management and Sustainability Committee (“ARMSC”), the Board Nomination and Remuneration Committee (“BNRC”) and the Employees’ Share Scheme Committee (“ESSC”). In order to ensure that the direction and control of the Group remain with the Board, the Board has defined the terms of reference for each Committee and receives reports from the Board Committees of their proceedings and deliberations together with their recommendations and relevant decisions. The Chairman of the respective Board Committees will report to the Board on the outcome of these meetings. These Board Committees were formed in order to enhance business and operational efficiency and efficacy but the Board remains fully responsible for the direction and control of the Company and the Group. The ultimate responsibility for the final decision on all matters lies with the Board. The terms of reference (“TOR”) for the ARMSC, the BNRC and the ESSC can be found on the Company’s website (www.enra.my).
19 CORPORATE GOVERNANCE Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) I. Board Responsibilities (Cont’d) The Board has adopted a Board Charter, which sets out its roles, functions, composition, operation and process giving consideration to the principles of good corporate governance and requirements of the MMLR of Bursa Securities. The Board Charter which serves as a source of reference for all Directors will be reviewed and updated periodically in accordance with the needs of the Company and any new regulations that may have an impact on the discharge of the Board’s responsibilities. The Board has also adopted a Directors’ Code of Ethics, which outlines the conduct required of the Board members individually in order for them to discharge their duties in a professional, honest and ethical manner. A Code of Business Conduct which is applicable to employees within the Group was adopted and it governs the desired standards of behavior and ethical conduct expected from each individual to whom the Code applies. The Board has also put in place a Whistleblowing Policy, which sets out the principle and grievance procedures for employees to raise genuine concerns of possible improprieties perpetrated within the Group. The Whistleblowing Policy is intended to directly support the Company and the Group’s Core Values, Code of Business Conduct and other governance requirements and compliance requirements and to encourage and enable employees, directors, shareholders or any parties with a business relationship with the Company to raise concerns regarding any illegal conduct or malpractice at the earliest opportunity without being subject to victimisation, harassment or discriminatory treatment and to have such concerns properly investigated within the Company and the Group prior to seeking resolution outside the Company. A disclosure of wrongdoing or improper conduct may be made orally or in writing (via such channels as a letter or electronic mail). Subsequent to the introduction of Corporate Liability Provision for bribery and corruption under Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), the Board had in May 2020 adopted ENRA Group’s Anti-Corruption Policy & Procedure which sets out the policies and procedures towards compliance with the MACC Act. The Company has further enhanced its Anti-Corruption Policy & Procedure by developing the Gifts and Hospitality Reporting Guidelines to set out quantitative guidance for the acceptable standard and to maintain the high level of integrity and public trust in the conduct of ENRA Group’s businesses associated gifts and hospitality. In line with Paragraph 15.01A of the MMLR of Bursa Securities, a formal Directors’ Fit & Proper Policy for appointment and re-election/re-appointment of Directors was adopted on 24 November 2022. The Board had on 24 November 2022, adopted a Sustainability (ESG) Policy which sets out guidance on how to conduct the business responsibly so that the Company create long-term value for its stakeholders and improve its long term performance and resilience. During the financial year, the Board has adopted the revised TOR of the ARMSC whereby the scope of the ARMSC’s review on conflict of interest (“COI”) or potential COI situations as well as the measures taken to eliminate such situations and the disclosure requirements pursuant to the MMLR had been expanded. On 22 February 2024, the Board had adopted a Conflict of Interest Policy for Directors and Key Senior Management to provide guidance on how to deal with COI or potential COI situations as they arise while assisting the Directors and Key Senior Management to perform with high integrity and ethical standards and to ensure that actual, potential and perceived COI are identified and managed effectively. The details of the Board Charter, Directors’ Code of Ethics, Code of Business Conduct, Whistleblowing Policy, Anti-Corruption Policy & Procedure, the Gifts and Hospitality Reporting Guidelines, the Directors’ Fit & Proper Policy, the Sustainability (ESG) Policy and Conflict of Interest Policy for Directors and Key Senior Management are available on the Company’s website (www.enra.my). The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to carry out their duties effectively and diligently. The Board also has unrestricted access to the service of the Company Secretary who is qualified to act under Section 235(2) of the Companies Act 2016. The Company Secretary provides advisory services to the Board in relation to corporate governance matters and compliance with the relevant policies and procedures.
20 ENRA GROUP BERHAD ANNUAL REPORT 2024 Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) II. Board Composition The strength of the Board lies in the composition of its members, who have a wide range of expertise, extensive specialised experience in ENRA’s various business areas and diverse backgrounds. As of the date of this Statement, the Board consists of seven (7) members comprising five (5) Independent Non-Executive Directors and two (2) Executive Directors (including the President and Group Chief Executive Officer) which meets the requirement of Practice 5.2 of the MCCG 2021 where at least half of the Board comprises Independent Directors and in line with the requirements of Paragraph 15.02 of the MMLR of Bursa Securities. The Directors collectively bring with them not only the industry knowledge but also a wide range of experience and expertise in areas such as finance, engineering, strategic planning, economics and project management. There is no individual Director or group of Directors who dominates the Board’s decision-making. The NonExecutive Directors contribute significantly in areas such as policy and strategy, performance monitoring, allocation of resources as well as improving governance and controls. The Independent Non-Executive Directors apply objective and independent judgement to the decision-making process of the Board and provide the check and balance. Accordingly, and taking into account the experience, qualifications, capabilities and knowledge of the Company’s Independent Non-Executive Directors, the Board is satisfied that the current Board composition fairly reflects the interests of the Company’s minority shareholders and is adequate to ensure that the highest standards of corporate governance, ethical conduct and integrity are maintained by the Company for the benefit of all stakeholders. Nonetheless, the Board takes cognisance of the recommendation to have gender diversity on the Board. The Board, through the BNRC, is taking steps to ensure that women candidates are sought as part of its recruitment exercise when vacancies on the Board arise. At present, Tunku Afwida binti Tunku Abdul Malek, the only women representative on the Board, constitutes 14% of the Board Composition. The BNRC analysed and discussed the evaluation report on the effectiveness of the Board and Board Committees on an annual basis. The BNRC reviews the comments and areas of improvement highlighted in the evaluation reports. All the Directors had participated in the Board and Board Committees assessment and evaluation process for the financial year 2024. The performance evaluation of the Board for FYE 2024 included a review of the performance of the Board in addressing the Company’s material sustainability risks and opportunities to drive Environmental, Social and Governance strategy and implementation. The size and composition of the Board and its Board Committees will be reviewed annually to determine if the Board and the Board Committees have the right size and sufficient diversity that fit the Company’s objectives and strategic goals. III. Remuneration The BNRC is responsible for recommending to the Board the appropriate remuneration of the Directors to ensure that the Group attracts and retains Directors of the necessary caliber, experience, knowledge and quality needed to manage the Group successfully. The BNRC considers the principles recommended by the MCCG 2021 in determining the Executive Directors’ remuneration, whereby the Executive Directors’ remuneration is designed to link rewards to the Group’s performance. The remuneration of the Non-Executive Directors is determined in accordance with their experience and the level of responsibilities assumed as well as their contribution to the Company. The determination of the remuneration of the Non-Executive Directors is a matter for the Board to consider and individual Directors do not participate in decisions regarding their own remuneration package, and are subject to the prior approval of shareholders at the AGM of the Company. The Company reimburses reasonable expenses incurred by the Non-Executive Directors in the course of their duties as Directors. During FYE 2024, the BNRC had undertaken the following activities in relation to remuneration matters: - (a) Considered and recommended the remuneration of the Non-Executive Directors for shareholders’ approval at the 31st AGM of the Company. (b) Reviewed the scorecard achievements for the Executive Directors.
21 CORPORATE GOVERNANCE Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) III. Remuneration (Cont’d) The Board has a formalised Remuneration Policy for Directors and Senior Management which outlines the principles for the BNRC to determine and propose an appropriate level of remuneration for the Directors and Senior Management. The policy is available on the Company’s website at www.enra.my. Details of the remuneration of the Directors of the Company for FYE 2024 are provided in Practice 8.1 of the CG Report. PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT I. Audit, Risk Management and Sustainability Committee The Board has established an ARMSC to provide robust and comprehensive oversight on the financial reporting matters as well as the external audit, internal audit and sustainability processes. The ARMSC comprises four (4) members, all of whom are Independent Non-Executive Directors. The Company also complies with Practice 9.1 of the MCCG 2021 that the Chairman of the ARMSC is not the Chairman of the Board. In line with the requirements of Paragraph 15.09 (1)(c)(i) of the MMLR of Bursa Securities, one (1) of the members of ARMSC is a member of the Malaysian Institute of Accountants (“MIA”) and a qualified Chartered Accountant with the Institute of Chartered Accountants in England and Wales (“ICAEW”). The Board upholds the integrity of financial reporting by the Company. As such, it has established procedures, via the ARMSC, in assessing the suitability and independence of the external auditors. Such procedures entail the provision of written assurance by the external auditors, confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Company in accordance with the independence criteria set out by the MIA. The ARMSC has met with the external auditors without the presence of the Executive Directors and Management twice during FYE 2024. The ARMSC is satisfied in its review that the provision of non-audit services by Messrs. BDO PLT to the Group for FYE 2024 did not in any way impair their objectivity and independence as external auditors of the Company. On an annual basis, the ARMSC reviews and monitor the suitability and independence of the external auditors. The ARMSC is satisfied with the competence and independence of the external auditors and had recommended the re-appointment of Messrs. BDO PLT as external auditors for shareholders’ approval at the 32nd AGM. II. Risk Management and Internal Control Framework The Board is ultimately responsible for the establishment of a sound framework to manage risks. The President & Group Chief Executive Officer oversees these risk management processes and activities and reports to the Board. The Management assists the Board in the implementation of the Board’s policies and procedures on risk management and internal control. The Board acknowledges its responsibility for the Group’s systems of internal control and risk management and for reviewing the effectiveness of those systems. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives. Any system can only provide reasonable but not absolute assurance against material misstatement, loss or fraud. The Statement on Risk Management and Internal Control as set out between pages 83 and 88 in this Annual Report provides an overview of the management of risks and the state of internal controls within the Group. The Company has in its employment, an internal auditor (“Internal Auditor”) who reports directly to the Chairman of the ARMSC. The internal audit function reviews the controls and processes of the organisation in accordance with the approved audit plan which adopts a risk-based approach toward planning and audit execution. The scope of work covered by the internal audit function during the financial year is set out on page 82 of this Annual Report.
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