ENRA GROUP BERHAD 199201005296 (236800-T) ANNUAL REPORT 20 25
OUR VISION 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 OUR SHARED VALUES ETHICAL To make decisions that promote goodness and avoid harm NOBLE To behave in a manner that is 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 01 02 03 04 05 OVERVIEW PERFORMANCE REVIEW LEADERSHIP CORPORATE GOVERNANCE FINANCIAL STATEMENTS & OTHERS 02 Corporate Information 03 Corporate Structure 05 Five-Year Financial Highlights 07 Chairman’s Statement 08 Board of Directors’ Profile 12 Key Senior Management’s Profile 13 Management Discussion and Analysis 18 Corporate Governance Overview Statement 24 Sustainability Report 81 Bursa Sustainability Performance Data 83 Audit, Risk Management and Sustainability Committee Report 87 Statement on Risk Management and Internal Control 93 Additional Compliance Information 95 Statement of Directors’ Responsibilities 96 Financial Statements 202 Properties owned by ENRA Group 204 Analysis of Shareholdings 207 Analysis of Warrantholdings 210 Notice of Annual General Meeting Form of Proxy SECTION SECTION SECTION SECTION SECTION
02 SECTION 01 : OVERVIEW CORPORATE INFORMATION BOARD OF DIRECTORS DATUK ALI BIN ABDUL KADIR Chairman, Independent Non-Executive Director TAN SRI DATO’ KAMALUDDIN BIN ABDULLAH President & Group Chief Executive Officer TAN SRI DATO’ SERI SHAMSUL AZHAR BIN ABBAS Senior Independent Non-Executive Director DATO’ WEE YIAW HIN Independent Non-Executive Director TUNKU AFWIDA BINTI TUNKU ABDUL MALEK Independent Non-Executive Director LOH CHEN YOOK Non-Independent Non-Executive Director (Redesignated with effect from 18 November 2024) KOK KONG CHIN Non-Independent Non-Executive Director (Redesignated with effect from 30 April 2025) 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 (Resigned with effect from 18 November 2024) 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 REGISTERED OFFICE D3-U6-15, Block D3 Solaris Dutamas No. 1, Jalan Dutamas 1 50480 Kuala Lumpur Malaysia Tel: +603-2300 3555 Fax: +603-2300 3550 Email: info@enra.my Website: www.enra.my SHARE REGISTRAR Bina Management (M) Sdn Bhd [Registration No. 197901005880 (50164-V)] Lot 10, The Highway Centre Jalan 51/205 46050 Petaling Jaya, Selangor Malaysia Tel: +603-7784 3922 Fax: +603-7784 1988 AUDITORS BDO PLT (201906000013 (LLP0018825-LCA) & AF 0206) Level 8 BDO @ Menara CenTARa 360 Jalan Tuanku Abdul Rahman 50100 Kuala Lumpur Malaysia PRINCIPAL BANKERS CIMB Bank Berhad [Registration No. 197201001799 (13491-P)] Malayan Banking Berhad [Registration No. 196001000142 (3813-K)] Bank Kerjasama Rakyat Malaysia Berhad [Cooperative Registration No. 2192] STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad Stock Code: 8613 Stock Name: ENRA
03 ENRA GROUP BERHAD ANNUAL REPORT 2025 CORPORATE STRUCTURE AS AT 30 JUNE 2025 ENRA GROUP BERHAD Entities are 100%-owned unless otherwise stated ENERGY LOGISTICS MAINTENANCE, REPAIR & OVERHAUL PROPERTY DEVELOPMENT ENRA LABUAN SDN. BHD. BRP HOMES SDN. BHD. DV HOMES SDN. BHD. MAKMUR HOMES SDN. BHD. MERPATI TPG SDN. BHD. HEXAGON MARINE LOGISTICS LABUAN LTD. HEXAGON MARINE SERVICES (S) PTE. LTD. PROMINENT ARCHWAY SDN. BHD. ABODE CALDECOTT SQUARE DEVELOPMENT LTD. ENRA SPM LABUAN LIMITED HEXAGON SBM (SARAWAK) SDN. BHD. CALDECOTT SQUARE RUGBY LTD. ENRA LAND SDN. BHD. ENRA ENGINEERING & CONSTRUCTION SDN. BHD. HAMPTONS AVANTEX PROPERTY SDN. BHD. Q HOMES SDN. BHD. 51% 55% 65.69% HAMPTONS HOMES SDN. BHD. ENRA ENGINEERING AND FABRICATION SDN. BHD. HEXAGON ENERGY LOGISTICS SDN. BHD. ENRA ENERGY SOLUTIONS SDN. BHD. ENRA PROPERTY (UK) LIMITED FITZROVIA DEVELOPMENTS LIMITED ENRA ENERGY SDN. BHD. 75% ENRA SPM SDN. BHD. 60% 70% HEXAGON SPM SOLUTIONS SDN. BHD. ABODE SENIOR LIVING LTD. 51% 70%
04 SECTION 01 : OVERVIEW DEFINITIONS GENERAL 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 EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation EI Exceptional Items EPS Earnings Per Share 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 Sdn. Bhd. and its respective subsidiaries and associate interests FSO Floating Storage and Offloading Hexagon Alpha Hexagon Marine Logistics Labuan Ltd.’s FSO tanker, formerly known as Ratu ENRA SPM Single Point Mooring MAINTENANCE, REPAIR & OVERHAUL SERVICES MRO Maintenance, Repair & Overhaul MRO Services division ENRA Engineering & Construction Sdn. Bhd. and its respective subsidiaries and associate interests PROPERTY DEVELOPMENT GDV Gross Development Value Property Development division ENRA Land Sdn. Bhd., ENRA Labuan Sdn. Bhd., and their respective subsidiaries and associate interests UK The United Kingdom
05 ENRA GROUP BERHAD ANNUAL REPORT 2025 FIVE-YEAR FINANCIAL HIGHLIGHTS FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2025 Continuing Operations - Revenue (RM'000) 55,302 62,707 30,479 31,057 30,379 - Gross profit/ (loss) (RM'000) 16,693 19,853 (1,909) 154 (12,564) - PBT/ (LBT) before EI (RM'000) 2,003 (4,092) (14,706) (14,746) (24,774) - (Loss)/Profit After Tax (RM'000) (8,053) 5,596 (39,519) (16,460) (47,275) - (LATAMI)/ PATAMI (RM'000) (6,360) 7,319 (25,458) (14,877) (43,194) - (LATAMI)/ PATAMI before EI (RM'000) 3,380 (6,787) (12,213) (13,055) (21,531) - EPS (sen) (4.71) 5.42 (18.87) (11.02) (27.27) - EBITDA (RM'000) 2,518 15,615 (31,784) (6,387) (31,889) - EBITDA before EI (RM'000) 12,259 5,274 (7,031) (4,962) (9,630) Shareholders' equity (RM'000) 114,256 111,307 87,305 75,501 47,998 Number of shares (excluding treasury shares) ('000) 134,919 134,919 134,919 134,919 158,410 Net assets per share (RM) 0.85 0.82 0.65 0.56 0.30 Share price as at year end (RM) 0.62 0.87 0.75 0.64 0.66 Market capitalisation as at year end (RM'000) 83,649 117,379 101,189 86,348 104,551 Exceptional items (RM'000) (above RM1.0 million) Net realisable value write down for inventories - 241 13,481 1,026 1,214 Full impairment of the remaining balance of a trade receivables - - 723 - - Impairment on goodwill on acquisition 8,536 - 400 - - Mutual separation scheme 1,205 - - - - Gain on disposal of Subsidiaries - (19,588) - (120) - Special expenses on Dry Dock and Special survey for Hexagon Alpha - - - - 2,353 Impairment of Property Plant and Equipment ("PPE") - 9,006 - 519 18,691 Mutual settlement on arbitration case - - 10,148 - - 9,741 (10,341) 24,752 1,425 22,258 EBITDA Working (RM’000) (LBT)/PBT (7,738) 6,249 (39,458) (16,171) (47,032) (+) Interest expense (including MFRS 116 and MFRS 16) 2,799 1,981 1,603 3,662 5,511 (+) Depreciation & amortisation (including MFRS 116 + MFRS 16) 7,457 7,385 6,071 6,122 9,633 EBITDA 2,518 15,615 (31,784) (6,387) (31,889)
06 SECTION 02 : PERFORMANCE REVIEW FIVE-YEAR FINANCIAL HIGHLIGHTS (27.27) 30,479 31,057 30,379 55,302 62,707 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2025 (14,706) (14,746) (24,774) 2,003 (4,092) (12,231) (13,055) 3,380 (6,787) (18.88) (11.02) (4.71) 5.42 (21,531) REVENUE (RM'000) PBT/(LBT) before EI (RM'000) FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2021 Restated FYE 2022 FYE 2023 FYE 2024 FYE 2025 (LATAMI)/PATAMI before EI (RM'000) EPS (Sen)
07 ENRA GROUP BERHAD ANNUAL REPORT 2025 CHAIRMAN’S STATEMENT Dear Shareholders, The past fiscal year marked a resolute period in ENRA’s journey as we focused on steady execution, resilience, and laying the foundation for renewed growth. In the face of a shifting market environment, we concentrated on delivering results across our core businesses while remaining flexible to address both challenges and emerging opportunities. During the financial year ended 31 March 2025, ENRA focused on strengthening its operational foundation across the Group. While we faced ongoing headwinds, we were able to persevere and make steady progress in delivering key initiatives, enhancing internal capabilities, and reinforcing strategic partnerships. Despite a challenging external environment marked by global economic uncertainty and cautious business sentiment, our continued emphasis on cost discipline, execution, and efficiency contributed to overall stability and resilience. Looking forward, we remain optimistic about the Group’s future. The foundations laid over the past two years have positioned us to pursue growth across the energy logistics, property development and maintenance, repair and overhaul (MRO) sectors. Our team is united by a commitment to excellence, adaptability, and long-term value creation. In closing, I would like to extend my sincere appreciation to our shareholders, customers, and employees for their continued trust and support. As we move into the next chapter, we are focused on delivering sustainable results, fulfilling our commitments, and driving ENRA towards a stronger and more resilient future.
08 SECTION 03 : LEADERSHIP 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 served on the Audit, Risk Management and Sustainability Committee from 2015 to 2022 until he stepped down in accordance with MCCG 2021’s recommendation for Chairman. He is a Fellow of the Institute of Chartered Accountants in England and Wales (“ICAEW”), and a member of both 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 Chairman of the Securities Commission of Malaysia on 1 March 1999 and served in that capacity until 29 February 2004. He also served on various 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 co-chaired the Company Law Forum. Datuk Ali was appointed Adjunct Professor in the Accounting and Business Faculty, University of Malaya, from 2008 to 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. In recognition of his contributions, 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 NonExecutive Director. He was redesignated as Executive Deputy Chairman of the Company on 1 June 2015 and subsequently assumed the role of President & Group Chief Executive Officer of the Company on 1 December 2021. He also chairs the Executive Committee. He holds a Bachelor of Arts (Hons) in Law from the University of Cambridge, United Kingdom and is a Barrister-at-Law of the Middle Temple. Tan Sri Dato’ Kamaluddin began his career with the Sime Darby Group, a major multinational corporation based in Malaysia. During his five-year tenure with the Sime Darby Group, he served in the tyre manufacturing and plantations divisions, where he involves various functions including marketing, corporate affairs, human resources, administration and legal affairs. Following his time at 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, 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. AGE 76 AGE 58
09 ENRA GROUP BERHAD ANNUAL REPORT 2025 Directors’ Profile (Cont’d) KOK KONG CHIN Non-Independent Non-Executive Director Mr. Kok was appointed to the Board on 26 February 2016 as a Non-Independent Non-Executive Director. He was subsequently redesignated as an Executive Director of the Company on 1 August 2016. On 30 April 2025, he has been redesignated as a Non-Independent Non-Executive Director. 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. Mr. Kok has over 30 years of experience in the areas of strategy, general management, private equity, as well as corporate and investment banking. He has held several key senior positions in CIMB Group during his tenure at the banking group. He also previously served as an Independent Non-Executive Director of Ping Petroleum Ltd and Group Managing Director of Tropicana Corporation Berhad. He is currently 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 Shamsul Azhar was appointed to the Board on 15 June 2015 and currently serves as the Senior Independent Non-Executive 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 later served as 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 also held the positions of Chairman of MMC Corporation Berhad and MMC Ports Holdings Sdn Bhd from 16 July 2015 to 31 August 2020, and 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. 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. AGE 59 AGE 73
10 SECTION 03 : LEADERSHIP 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 both 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. Dato’ Wee spent 21 years with Shell, holding senior positions both in Malaysia and internationally, including postings in the United Kingdom and South Africa. In Malaysia, he was Vice President, Upstream Asia and Managing Director of Shell Malaysia E&P Companies from 2006-2010. In May 2010, he joined PETRONAS as Executive Vice President and Chief Executive Officer of Upstream Business. He retired from PETRONAS in April 2016. Presently, he also sits on the boards of Cagamas Berhad, Anton Oilfield Services Group, which is listed on the Hong Kong Stock Exchange. He is an Audit Committee member of Anton Oilfield Services Group. On 4 March 2025, he was appointed as an Independent Non-Executive Director of Carimin Petroleum 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. LOH CHEN YOOK Non-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. He was redesignated as an Independent Non-Executive Director on 29 November 2018. On 18 November 2024, Mr. Loh was redesignated as a Non-Independent Non-Executive Director and resigned as 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 business. 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 5 Board meetings held during the financial year under review. AGE 66 AGE 70
11 ENRA GROUP BERHAD ANNUAL REPORT 2025 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 also serves as a member of the Audit, Risk Management and Sustainability Committee, the Board Nomination and Remuneration Committee and the Employees’ Share Scheme Committee. She holds a Bachelor of Science (Honours) degree in Economics and Accountancy from City University London, United Kingdom, qualified as a Chartered Accountant from the ICAEW and a member of the MIA. Tunku Afwida has held various senior roles within the investment banking sector. From 2006 to 2008, she served as the Chief Executive Officer (“CEO”) and Executive Director (“ED”) of Kenanga Investment Bank Berhad. Prior to that, she was CEO and ED of MIMB Investment Bank Berhad (now known as Hong Leong Investment Bank Berhad) from 2003 to 2006. Between 1995 and 2003, she was the 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. Tunku Afwida also served as the Chairman of Affin Hwang Investment Berhad from May 2022 to May 2025. Currently, she is a Board member of SAM Engineering & Equipment (M) Berhad and DXN Holdings Berhad, and is a member of the investment panel of Kumpulan Wang Persaraan (Diperbadankan) (KWAP). 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. AGE 59
12 SECTION 03 : LEADERSHIP KEY SENIOR MANAGEMENT’S PROFILE AMIR RUQAIMI BIN NGAH Chief Financial Officer Date Appointed 1 February 2021 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 (20082011) Directorship/Relevant Appointments (outside ENRA) • N/A IKHLAS BIN ZAINAL Chief Executive Officer of ENRA Energy Sdn Bhd Date Appointed 1 January 2023 Qualifications • Bachelor of Science, Industrial Design, Faculty of Mechanical Engineering UTM Skudai, Johor. Working Experience • MTU Services (M) Sdn Bhd â Chief Operating Officer – (2019-2022) â Director Operations - (2014-2018) â General Manager, Service Centre - (20092014) • 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 AGE 40 AGE 42
13 ENRA GROUP BERHAD ANNUAL REPORT 2025 MANAGEMENT DISCUSSION AND ANALYSIS ENRA Group Berhad concludes the financial year ending 31 March 2025 by continuing to grow and streamline its existing businesses. FINANCIAL SNAPSHOT FOR THE YEAR UNDER REVIEW FYE 2024 RM mil Change % FYE 2025 RM mil Remarks Revenue 31.06 (2.19) 30.38 Energy Logistics 25.43 (7.04) 23.64 Property Development 4.58 26.86 5.81 MRO Services 1.04 (10.58) 0.93 Gross Profit/(Loss) 0.15 n.m. (12.56) Energy Logistics 0.54 n.m. (12.11) Additional costs incurred due to extended idle time while vessel underwent dry dock and special survey Property Development (0.57) n.m. (0.72) Additional marketing costs to improve saleability of Dengkil project MRO Services 0.18 44.44 0.26 PATAMI/(LATAMI) (14.88) n.m. (43.19) ROE (22.75%) n.m. (98.42%) ROA (9.80%) n.m. (34.06%) KEY HIGHLIGHTS FOR THE YEAR i. Hexagon Alpha (formerly Ratu ENRA) vessel successfully completed its scheduled periodical dry dock and special survey, and conversion to an oil/chemical tanker for continued operations as a trading tanker; ii. Ongoing Malay-reserved land development in Taman Vista Impian, Dengkil which is expected to complete in the next financial year; and iii. MRO Services division established a strategic partnership with a shipyard that is expected to provide a steady pipeline of work.
14 SECTION 03 : LEADERSHIP Management Discussion and Analysis (Cont’d) FINANCIAL PERFORMANCE For the financial year ended 2025, ENRA recorded total revenue of RM30.38 million, maintaining consistency with the previous year’s revenue of RM31.06 million. The Energy Logistics division continued to be the Group’s primary revenue contributor. However, the Group recognised impairments amounting to RM1.20 million for the Rugby land asset and RM18.69 million (USD4.15 million) for the vessel. In addition, finance costs increased to RM5.38 million compared to RM3.53 million in the previous year. As a result, the Group reported a Loss After Tax and Minority Interests (LATAMI) of RM43.15 million for the year. ENERGY LOGISTICS FYE 2024 FYE 2025 Revenue Gross Pro t/(Loss) PBT/(LBT) ENERGY LOGISTICS RM25.43 mil RM23.64 mil (RM12.11 mil) (RM30.92 mil) RM0.54 mil (RM3.01 mil) The Energy Logistics division focuses on the provision of storage and transportation solutions, including FSOs/ tankers, shipping services, and Single Point Mooring (SPM) systems. For FYE 2025, the division generated RM23.64 million in revenue, primarily from various spot chartering contracts over 8 months commencing from August, following the completion of Hexagon Alpha’s scheduled dry dock and special survey. This compares to RM25.43 million in revenue recorded in FYE 2024 from the completion of our FSO contract in Myanmar which was also from approximately 8 months of continued operations. The division reported a gross loss of RM12.11 million in FYE 2025, a decline from the RM0.54 million gross profit achieved in the previous year. The gross loss was largely attributed to extended vessel idle time during the dry dock and special survey period, which continued to incur running costs without corresponding charter income. FYE 2024 FYE 2025 RM31.06 mil RM30.38 mil REVENUE FYE 2024 FYE 2025 (RM14.79 mil) (RM43.19 mil) PATAMI/ (LATAMI)
15 ENRA GROUP BERHAD ANNUAL REPORT 2025 Management Discussion and Analysis (Cont’d) PROPERTY DEVELOPMENT PROPERTY DEVELOPMENT FYE 2024 FYE 2025 Revenue Gross Pro t/(Loss) PBT/(LBT) RM5.81 mil (RM0.72 mil) (RM3.81 mil) RM4.58 mil (RM0.57 mil) (RM3.36 mil) For FYE 2025, the Property Development division recorded revenue of RM5.81 million compared to RM4.58 million in FYE 2024. Despite the improvement in revenue, the division reported a gross loss of RM0.72 million, primarily due to increased marketing costs to increase saleability of its Dengkil project. Sales performance at Taman Vista Impian, Dengkil was a key highlight for the year, achieving a 94% take-up rate and 88% construction progress by year-end. Vacant possession is targeted for delivery in October 2025, with full project completion expected in FYE 2026. The Rugby, UK project has yet to commence development, as the market remains challenged by high interest rates, subdued consumer confidence and increasing costs, resulting in a softer residential segment. MRO SERVICES Revenue Gross Pro t/(Loss) PBT/(LBT) MRO SERVICES FYE 2024 FYE 2025 (RM0.26 mil) (RM2.57mil) RM1.04 mil RM0.93 mil RM0.18 mil (RM1.68 mil) Revenue and gross profit for the MRO Services division remained relatively stable, supported by ongoing work under its newly formed partnership with a shipyard. During the year, the division successfully completed engine overhauls and propulsion systems machining for three vessels. While top-line performance was consistent, expenses increased as the division continued to invest in talent and capabilities to expand its service offerings and pursue a broader client base across the marine and industrial sectors.
16 SECTION 03 : LEADERSHIP FINANCIAL POSITION OVERVIEW ENRA ends the financial year with a positive balance sheet: • Net assets have decreased from RM72.3 million as at 31 March 2024 to RM40.0 million as at 31 March 2025; • Gearing has increased to 2.47 times in FYE 2025 compared to 0.47 times in FYE 2024; and • Cash and cash equivalents have decreased from RM5.3 million in FYE 2024 to RM4.4 million in FYE 2025. FUTURE PROSPECTS Energy Logistics The Energy Logistics division continues to contribute to the Group’s overall revenue, anchored by key assets including the oil/chemical tanker Hexagon Alpha (formerly Ratu ENRA) and a SPM system. The division is supported by a dedicated and technically proficient team that is actively pursuing and bidding for new FSO and SPM opportunities. The Energy Logistics division is aligned with ongoing developments in the industry. Oil demand remains resilient, supported by ongoing refinery operations and the development of new and marginal oil fields. Although global supply has gradually increased, inventories remain relatively tight, contributing to price stability. Meanwhile, geopolitical tensions, particularly in the Middle East region, have led to longer shipping routes and elevated risk premiums. This has resulted in higher ton-mile demand and a tighter supply of marine assets, supporting firmer charter rates. At the same time, the global energy transition continues to face technical and financial hurdles, ensuring the continued relevance of oil and gas in the near to medium term. Taken together, these conditions are shaping market dynamics in marine logistics, especially with regard to vessel utilisation and deployment. Given these market conditions, we believe the outlook for this division remains stable, with the team actively exploring opportunities to pursue specialised FSO and SPM solutions to capture emerging demand. Property Development The Malaysian property market is set for measured recovery in 2025, driven by stronger residential sales, especially in the affordable housing space. Unsold residential inventory is declining, and government measures such as stamp duty waivers, housing loan guarantees, and incentives for foreign investors (e.g., MM2H enhancements) are improving buyer sentiment and reactivating stalled projects. While household debt levels and interest rate pressures remain concerns, the combination of policy support, improving demand, and growth in specialised real estate segments presents attractive opportunities, particularly for investors targeting affordable housing. The Group’s development project in Rugby, UK continues to face challenges stemming from volatile exchange rates, elevated interest rates, and ongoing supply chain and logistical disruptions. Management remains committed to closely monitoring market conditions and will decide on the most favourable outcome to realise value from the asset. Following a careful assessment of the property sector outlook, Management will maintain its strategic focus on opportunities primarily within Malaysia. While the affordable housing segment continues to offer the largest market potential, the Group remains open to exploring broader opportunities across various segments of the property market. Management Discussion and Analysis (Cont’d)
17 ENRA GROUP BERHAD ANNUAL REPORT 2025 Management Discussion and Analysis (Cont’d) FUTURE PROSPECTS (CONT'D) MRO Services The division will continue to strategically market its services and solutions to both government and commercial clients, with a strong focus on diesel power generation and propulsion systems. The establishment of a strong relationship with a shipyard this year is expected to benefit the division by providing a more consistent pipeline of job opportunities moving forward. The division will continue to pursue projects across a range of sectors including oil and gas, agriculture, marine, transportation, and other related industries. The Group is confident that the groundwork laid over the past years, coupled with encouraging market response, will translate into favourable outcomes in the near future. CONCLUSION ENRA continues to adopt a prudent approach to cost management and risk mitigation, underpinned by a diversified business model that reduces reliance on any single sector. This strategy supports the creation of stable and sustainable revenue streams across our divisions. Looking ahead, we remain optimistic about the Group’s prospects, with each division well-positioned for growth. Our focus remains on capitalising on favourable market conditions, strengthening our core capabilities, and exploring new opportunities to drive long-term progress and stability.
18 SECTION 04 : CORPORATE GOVERNANCE 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 2025. 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 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 President & Group Chief Executive Officer. A formalised Limits of Authority which outlines the applicable limits specifically reserved for the Board’s approval and those delegated to the President & Group Chief Executive Officer 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 Director remains accountable to the Board for the authority that is delegated to him and 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 ENRA GROUP BERHAD ANNUAL REPORT 2025 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. On 22 February 2024, the Board has adopted the revised TOR of the ARMSC, which expanded the ARMSC’s scope in reviewing 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. On the same date, the Board also 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 SECTION 04 : CORPORATE GOVERNANCE 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 at 30 June 2025, the Board consists of seven (7) members comprising four (4) Independent Non-Executive Directors, two (2) Non-Independent Non-Executive Directors, and one (1) Executive Director (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 and Non-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 (“Tunku Afwida”), the only women representative on the Board, constituting 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 2025. The performance evaluation of the Board for FYE 2025 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 Director’s remuneration, whereby the Executive Director’s remuneration is designed to link rewards to the Group’s performance. CORPORATE GOVERNANCE OVERVIEW STATEMENT (Cont’d)
21 ENRA GROUP BERHAD ANNUAL REPORT 2025 PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) III. Remuneration (Cont'd) 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 2025, 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 32nd AGM of the Company. (b) Reviewed the scorecard achievements and recommended the proposed profit share allocation for the Executive Directors. 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 2025 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. As at 30 June 2025, the ARMSC comprises three (3) 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 the FYE 2025. The ARMSC is satisfied in its review that the provision of non-audit services by Messrs. BDO PLT to the Group for FYE 2025 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 33rd AGM. CORPORATE GOVERNANCE OVERVIEW STATEMENT (Cont’d)
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