199201005296 (236800-T) ENRA GROUP BERHAD 2026 Annual Report
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 THIS REPORT 01 02 03 04 05 OVERVIEW 02 Corporate Information 03 Corporate Structure PERFORMANCE REVIEW 05 Five-Year Financial Highlights 07 Chairman’s Statement LEADERSHIP 08 Profile of Directors 12 Profile of Key Senior Management 13 Management Discussion and Analysis CORPORATE GOVERNANCE 17 Corporate Governance Overview Statement 23 Sustainability Statement 56 Bursa Malaysia Prescribed Table 61 Audit, Risk Management and Sustainability Committee Report 65 Statement on Risk Management and Internal Control 74 Additional Compliance Information 77 Statement of Directors’ Responsibilities FINANCIAL STATEMENTS & OTHERS 78 Financial Statements 181 Properties owned by ENRA Group 183 Analysis of Shareholdings 186 Notice of Annual General Meeting Form of Proxy SECTION SECTION SECTION SECTION SECTION INSIDE
02 SECTION 01 : OVERVIEW CORPORATE INFORMATION 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 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 Tunku Afwida binti Tunku Abdul Malek Member Dato’ Wee Yiaw Hin Member (Resigned with effect from 16 February 2026) BOARD NOMINATION AND REMUNERATION COMMITTEE Tunku Afwida binti Tunku Abdul Malek Chairperson (Appointed with effect from 26 February 2026) Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Member Loh Chen Yook Member (Appointed with effect from 26 February 2026) Dato’ Wee Yiaw Hin Chairman (Resigned with effect from 16 February 2026) EMPLOYEES’ SHARE SCHEME COMMITTEE Tunku Afwida binti Tunku Abdul Malek Chairperson (Appointed with effect from 26 February 2026) Tan Sri Dato’ Seri Shamsul Azhar bin Abbas Member Loh Chen Yook Member (Appointed with effect from 26 February 2026) Dato’ Wee Yiaw Hin Chairman (Resigned with effect from 16 February 2026) COMPANY SECRETARY Chin Soo Ching @ Chen Soo Ching MAICSA 7042265 SSM PC No.: 202008002101 REGISTERED OFFICE D3-U6-13, 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 LOH CHEN YOOK Non-Independent Non-Executive Director KOK KONG CHIN Non-Independent Non-Executive Director DATO’ WEE YIAW HIN Independent Non-Executive Director (Resigned with effect from 16 February 2026) BOARD OF DIRECTORS
03 ANNUAL REPORT 2026 ENRA GROUP BERHAD CORPORATE STRUCTURE AS AT 30 JUNE 2026 ENRA GROUP BERHAD Entities are 100%-owned unless otherwise stated ENERGY LOGISTICS MAINTENANCE, REPAIR & OVERHAUL SERVICES PROPERTY DEVELOPMENT HEXAGON MARINE SERVICES (S) PTE. LTD. ENRA SPM LABUAN LIMITED HEXAGON SBM (SARAWAK) SDN. BHD. CALDECOTT SQUARE RUGBY LTD. HAMPTONS AVANTEX PROPERTY SDN. BHD. 55% 75% 60% 70% 70% 51% 65.69% ENRA LABUAN SDN. BHD. ENRA LAND SDN. BHD. ENRA ENGINEERING & CONSTRUCTION SDN. BHD. ENRA ENERGY SDN. BHD. 51% Q HOMES SDN. BHD. BRP HOMES SDN. BHD. DV HOMES SDN. BHD. MAKMUR HOMES SDN. BHD. MERPATI TPG SDN. BHD. PROMINENT ARCHWAY SDN. BHD. HAMPTONS HOMES SDN. BHD. ENRA PROPERTY (UK) LIMITED ENRA ENERGY SOLUTIONS SDN. BHD. HEXAGON ENERGY LOGISTICS SDN. BHD. HEXAGON MARINE LOGISTICS LABUAN LTD. ENRA SPM SDN. BHD. HEXAGON SPM SOLUTIONS SDN. BHD. ABODE CALDECOTT SQUARE DEVELOPMENT LTD. FITZROVIA DEVELOPMENTS LIMITED ABODE SENIOR LIVING LTD.
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 subsidiary 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 ANNUAL REPORT 2026 ENRA GROUP BERHAD FIVE-YEAR FINANCIAL HIGHLIGHTS FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2026 Continuing Operations - Revenue (RM'000) 62,707 30,479 31,057 30,379 133,065 - Gross profit/(loss) (RM'000) 19,853 (1,909) 154 (12,564) 26,183 - (LBT)/PBT before EI (RM'000) (4,092) (14,706) (14,746) (24,774) 13,080 - Profit/(Loss) After Tax (RM'000) 5,596 (39,519) (16,460) (47,275) 9,549 - PATAMI/(LATAMI) (RM'000) 7,319 (25,458) (14,877) (43,194) 12,151 - (LATAMI)/PATAMI before EI (RM'000) (6,787) (12,213) (13,055) (21,531) 13,621 - EPS (sen) 5.42 (18.87) (11.02) (27.27) 7.34 - EBITDA (RM'000) 15,615 (31,784) (6,387) (31,889) 33,561 - EBITDA before EI (RM'000) 5,274 (7,031) (4,962) (9,630) 36,442 Shareholders' equity (RM'000) 111,307 87,305 75,501 47,998 65,401 Number of shares (excluding treasury shares) ('000) 134,919 134,919 134,919 158,410 168,410 Net assets per share (RM) 0.82 0.65 0.56 0.30 0.39 Share price as at year end (RM) 0.87 0.75 0.64 0.66 0.53 Market capitalisation as at year end (RM'000) 117,379 101,189 86,348 104,551 89,257 Exceptional items (RM'000) (above RM1.0 million) Net realisable value write down / written off for inventories 241 13,481 1,026 1,214 2,881 Full impairment of the remaining balance of a trade receivables - 723 - - - Impairment on goodwill on acquisition - 400 - - - 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 - - - (10,341) 24,752 1,425 22,258 2,881 EBITDA Working (RM’000) PBT/(LBT) 6,249 (39,458) (16,171) (47,032) 10,199 (+) Interest expense (including MFRS 116 and MFRS 16) 1,981 1,603 3,662 5,511 4,817 (+) Depreciation & amortisation (including MFRS 116 and MFRS 16) 7,385 6,071 6,122 9,633 18,545 EBITDA 15,615 (31,784) (6,387) (31,889) 33,561
06 SECTION 02 : PERFORMANCE REVIEW Five-Year Financial Highlights (Cont’d) 133,065 133,065 62,707 31,057 30,379 30,479 10,199 (4,092) (14,746) (24,774) (14,706) 10,199 12,151 (6,787) (13,055) (21,531) (12,213) 12,151 7.34 REVENUE (RM'000) PBT/(LBT) before EI (RM'000) (LATAMI)/PATAMI before EI (RM'000) EPS (Sen) FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2026 FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2026 FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2026 7.34 5.42 (11.02) (27.27) (18.87) FYE 2022 FYE 2023 FYE 2024 FYE 2025 FYE 2026
07 ANNUAL REPORT 2026 ENRA GROUP BERHAD CHAIRMAN’S STATEMENT Dear Shareholders, The financial year ended 31 March 2026 represented a significant turning point for ENRA Group Berhad, as the Group returned to profitability following three consecutive loss-making financial years. This milestone reflects the progress made through sustained efforts to rebuild the business, strengthen our foundations and maintain a disciplined approach to execution. At the divisional level, Energy Logistics was the principal driver of the Group’s recovery, supported by increased activity and the effective deployment of its operating capabilities and asset base. Property Development continued to operate in a challenging market environment, with the division focused on progressing its existing projects, refining its product offerings and evaluating new opportunities selectively. MRO Services, meanwhile, recorded encouraging growth and improved operating performance, reinforcing our confidence in its potential to become a more meaningful contributor to the Group over time. While we are encouraged by the progress achieved, the Board remains mindful that the broader operating environment continues to be shaped by economic, geopolitical and industry uncertainties. Our priorities will remain guided by prudent capital management, effective risk oversight and a selective approach to opportunities that are aligned with ENRA’s capabilities and long-term objectives. Looking ahead, the Group will focus on sustaining this momentum, strengthening its core businesses and building a more balanced platform for future growth. On behalf of the Board, I extend my sincere appreciation to our customers, business partners, financiers and other stakeholders for their continued trust and support. I also thank our management team and employees for their dedication, resilience and perseverance. ENRA moves forward with renewed confidence, a clear sense of purpose and a firm commitment to responsible and sustainable growth. To our shareholders, we offer our deepest appreciation for your continued confidence, patience and support. Your trust remains fundamental to our progress, and we look forward to creating sustainable long-term value together. Thank you.
08 SECTION 03 : LEADERSHIP PROFILE OF DIRECTORS 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”), member of the Malaysian Institute of Certified Public Accountants (“MICPA”) and the Malaysian Institute of Accountants ("MIA"). He is also Honorary Advisor to ICAEW-KL City Chapter and Honorary Fellow of the Institute of Chartered Secretaries and 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. 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. 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 7 Board meetings held during the financial year under review. AGE 77 MALAYSIAN MALE
09 ANNUAL REPORT 2026 ENRA GROUP BERHAD Profile of Directors (Cont’d) 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 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 Barristerat-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. Currently, Tan Sri Dato’ Kamaluddin serves as the Chairman of Santan Food Services Sdn Bhd. 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 9 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 Bin Abbas 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 Liquefied Natural Gas (“LNG”) facilities and Malaysia’s first regasification terminal in Malacca. He 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 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. He retired as the Chairman of Sapura Energy Berhad on 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 8 Board meetings held during the financial year under review. AGE 59 MALAYSIAN MALE AGE 74 MALAYSIAN MALE
10 SECTION 03 : LEADERSHIP Profile of Directors (Cont’d) TUNKU AFWIDA BINTI TUNKU ABDUL MALEK Independent Non-Executive Director Tunku Afwida was appointed to the Board on 8 March 2022. She serves as a member of the Audit, Risk Management and Sustainability Committee and, effective 26 February 2026, was appointed Chairperson of the Board Nomination and Remuneration Committee as well as 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 the Senior Independent Director of Telekom Malaysia Berhad prior to her retirement in May 2024, and was also 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. Tunku Afwida currently a Board member of SAM Engineering & Equipment (M) Berhad, DXN Holdings Berhad, RHB Investment Bank Berhad, RHB Asset Management Sdn Bhd and RHB Islamic International Asset Management Berhad. She also serves as a member of the investment panel of Kumpulan Wang Persaraan (Diperbadankan) (KWAP) and the Securities Commission Audit Oversight Board. 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 9 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. Subsequently, on 26 February 2026, he was appointed as a member of both the Board Nomination and Remuneration Committee and the Employees’ Share Scheme Committee. Mr. Loh has over 30 years of experience in 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 provided to the Group on an 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 9 Board meetings held during the financial year under review. AGE 60 MALAYSIAN FEMALE AGE 71 MALAYSIAN MALE
11 ANNUAL REPORT 2026 ENRA GROUP BERHAD Profile of Directors (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 and an Independent Non-Executive Director of Eckem Holdings 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 9 Board meetings held during the financial year under review. AGE 60 MALAYSIAN MALE
12 SECTION 03 : LEADERSHIP PROFILE OF KEY SENIOR MANAGEMENT AMIR RUQAIMI BIN NGAH Group Chief Financial Officer Date Appointed : 10 September 2019 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 : • N/A Appointments (outside ENRA) IKHLAS BIN ZAINAL Chief Executive Officer of ENRA Energy Solutions 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 - 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 : • N/A Appointments (outside ENRA) None of the Senior Management Team have any family relationship with any other director and/or major shareholders of the Company. None of the Senior Management Team have any conflict of interest or potential conflict of interest in any business arrangement involving the Company, nor have any convictions for offences (other than traffic offence, if any) within the past 5 years and has not been imposed of any public sanction or penalty by relevant regulatory bodies during the financial year. AGE 43 MALAYSIAN MALE AGE 41 MALAYSIAN MALE
13 ANNUAL REPORT 2026 ENRA GROUP BERHAD MANAGEMENT DISCUSSION AND ANALYSIS ENRA Group Berhad recorded a marked improvement in its financial performance for the financial year ended 31 March 2026 (“FYE 2026”), driven principally by stronger contributions from the Energy Logistics division. FINANCIAL SNAPSHOT FOR THE YEAR UNDER REVIEW FYE 2025 RM mil Change % FYE 2026 RM mil Remarks Revenue 30.38 438.02 133.07 Energy Logistics 23.65 527.37 124.67 Commenced contracts with SIP JDA Sdn Bhd (“SIP”) and PETRONAS Carigali Sdn Bhd (“Carigali”). Property Development 5.81 (46.99) 3.08 MRO Services 0.92 572.04 5.32 Gross (Loss)/Profit (12.56) n.m. 26.18 Energy Logistics (12.11) n.m. 25.90 Property Development (0.72) n.m. (1.39) MRO Services 0.27 642.31 1.67 PATAMI/(LATAMI) (43.19) n.m. 12.15 ROE1 (89.99%) n.m. 18.58% ROA2 (31.17%) n.m. 6.84% 1 PATAMI/(LATAMI) ÷ Net Assets Attributable to Equity Holders of the Company 2 PATAMI/(LATAMI) ÷ Total Assets KEY HIGHLIGHTS FOR THE YEAR i. The Energy Logistics division secured two contracts during FYE 2026, which contributed substantially to the improvement in the Group’s financial performance: a. a one-year contract with SIP JDA Sdn Bhd (SIP) to provide a storage tanker solution in support of Carigali-PTTEPI’s operations in the Malaysia-Thailand Joint Development Area (“MTJDA”); and b. a contract with PETRONAS Carigali Sdn Bhd (Carigali) to provide engineering, procurement, construction, removal, installation and commissioning services for a Catenary Anchor Leg Mooring (CALM) buoy system at the Terengganu Crude Oil Terminal (“TCOT”). ii. The Property Development division continued work on its existing development while expanding its project pipeline: a. the ongoing Malay Reserve land development at Taman Vista Impian, Dengkil, which is expected to be completed in the next financial year; b. a joint venture with Entire Role Sdn Bhd to develop double-storey medium-cost terraced houses in Kulai, Johor; and c. the acquisition of a parcel of land in Jenjarom, Selangor, for a proposed semi-detached residential development. iii. The MRO Services division continued to collaborate with various shipyards in servicing incoming vessels and commenced a material vessel-engine overhaul project during the year. ‟ „
14 SECTION 03 : LEADERSHIP Management Discussion and Analysis (Cont’d) FINANCIAL PERFORMANCE For the financial year ended 31 March 2026, the Group recorded revenue of RM133.07 million, compared with RM30.38 million in FYE 2025. The increase was driven primarily by contributions from two contracts secured by the Energy Logistics division during the year. The Group recognised impairment losses of RM2.88 million on inventories and RM0.20 million on receivables. Finance costs decreased to RM4.85 million from RM5.38 million, reflecting the reduction in the Group’s borrowings. Supported by the stronger contribution from Energy Logistics and lower finance costs, the Group recorded PATAMI of RM12.15 million, compared with a LATAMI of RM43.19 million in FYE 2025. This represented the Group’s first annual profit after three consecutive loss-making financial years. Energy Logistics RM23.65 mil RM25.90 mil RM25.18 mil RM124.67mil (RM34.90 mil) (RM12.11 mil) FYE 2025 FYE 2026 Revenue Gross Pro t/(Loss) PBT/(LBT) ENERGY LOGISTICS The Energy Logistics division provides storage and transportation solutions, including floating storage and offloading (FSO) services, shipping services and single point mooring (SPM) systems. In FYE 2026, the division recorded revenue of RM124.67 million, primarily from two contracts secured during the year. The first was a one-year contract with SIP to provide a storage tanker solution using the Hexagon Alpha in support of operations in the MTJDA. The contract commenced in October 2025 and has an approximate contract value of RM136.56 million (USD32.09 million). The second contract, awarded by Carigali, relates to the provision of engineering, procurement, construction, removal, installation and commissioning services for a CALM buoy system at the TCOT. The contract is expected to be completed within approximately 90 weeks. FYE 2025 FYE 2026 RM30.38 mil RM133.07 mil REVENUE FYE 2025 FYE 2026 (RM43.19 mil) RM12.15 mil PATAMI/ (LATAMI)
15 ANNUAL REPORT 2026 ENRA GROUP BERHAD Management Discussion and Analysis (Cont’d) Revenue increased from RM23.65 million in FYE 2025, when the division’s revenue was derived mainly from spotchartering contracts performed by the Hexagon Alpha over an eight-month period. The division recorded gross profit of RM25.90 million in FYE 2026, compared with a gross loss of RM12.11 million in the preceding financial year. Consequently, the division recorded profit before tax of RM25.18 million, compared with a loss before tax of RM34.90 million in FYE 2025. Property Development PROPERTY DEVELOPMENT FYE 2025 FYE 2026 Revenue Gross Pro t/(Loss) PBT/(LBT) RM3.08 mil (RM1.39 mil) (RM5.24 mil) RM5.81 mil (RM0.72 mil) (RM1.12 mil) For FYE 2026, the Property Development division recorded revenue of RM3.08 million, compared with RM5.81 million in FYE 2025. The decrease reflected the advanced stage of completion of the Dengkil project. The delivery of vacant possession has been rescheduled to the second quarter of FYE 2027. Consequently, the division recorded a gross loss of RM1.39 million and a loss before tax of RM5.24 million. During the year, the Group established a joint venture for a proposed residential development in Kulai, Johor, and acquired a parcel of land in Jenjarom, Selangor, for a proposed residential development. Both projects remain subject to the relevant planning approvals. The Kulai development is expected to comprise double-storey medium-cost terraced houses, while the Jenjarom development is expected to comprise semi-detached houses. Collectively, the projects are expected to generate an estimated GDV of approximately RM125 million over three years. Development of the Rugby project in the UK has not commenced. Market conditions remain challenging due to elevated interest rates, subdued consumer confidence and higher development costs, which continue to weigh on the residential property market. MRO Services Revenue Gross Pro t/(Loss) PBT/(LBT) MRO SERVICES FYE 2025 FYE 2026 RM1.67 mil (RM1.03 mil) RM0.92 mil RM5.32 mil RM0.26 mil (RM3.22 mil) The MRO Services division recorded revenue of RM5.32 million and gross profit of RM1.67 million in FYE 2026, compared with RM0.92 million and RM0.27 million, respectively, in FYE 2025. The improvement was driven mainly by a vessel-engine overhaul project undertaken in collaboration with a shipyard. As a result, the division’s loss before tax narrowed to RM1.03 million from RM3.22 million in the preceding financial year.
16 SECTION 03 : LEADERSHIP Management Discussion and Analysis (Cont’d) FINANCIAL POSITION OVERVIEW The Group’s financial position strengthened during FYE 2026, as reflected in the following: • Net assets increased to RM54.3 million as at 31 March 2026 from RM40.0 million as at 31 March 2025; • Gearing3 decreased to 0.60 times from 0.85 times; and • Cash and cash equivalents increased to RM16.2 million from RM4.4 million. 3 Total Borrowings ÷ Total Equity Attributable to Equity Holders of the Company FUTURE PROSPECTS Energy Logistics The outlook for the Energy Logistics division is supported by the Group’s operating capabilities, established industry relationships and existing asset base, including the Hexagon Alpha and its SPM capabilities. The division will continue to pursue selected FSO and SPM opportunities in the region, with an emphasis on operational reliability, asset utilisation and disciplined capital deployment. Demand for offshore storage, transportation and mooring solutions will continue to be influenced by oilfield development activity, commodity prices, geopolitical conditions, shipping-route disruptions and the pace of the global energy transition. While these factors may create new opportunities, they may also result in fluctuations in project timing, asset utilisation and operating costs. Against this operating environment, the division will adopt a selective approach to new opportunities and will evaluate projects based on their expected returns, contractual risk and strategic fit. Property Development During the year, the Malaysian residential property market showed signs of gradual improvement, particularly within the affordable and mid-market segments. Nevertheless, the sector continued to face challenges arising from affordability constraints, cautious consumer spending and construction-cost pressures. The Group intends to focus primarily on selected opportunities in Malaysia, including the progression of its proposed developments in Kulai and Jenjarom. New investments will be evaluated with regard to market demand, approval requirements, funding needs and expected returns. The proposed Rugby development remains subject to challenging market conditions in the UK, including elevated financing costs, currency movements and broader economic uncertainty. Management will continue to assess the available options for the asset with the objective of optimising value realisation. MRO Services The MRO Services division will continue to market its services to government and commercial customers, with a focus on diesel power-generation and propulsion systems. It will also pursue selected collaborations in Malaysia and overseas to expand its technical capabilities, customer base and project pipeline. The division will target opportunities in the oil and gas, marine and transportation sectors while maintaining a disciplined approach to project selection and execution. CONCLUSION Following the return to profitability in FYE 2026, the Group will focus on sustaining the performance of its Energy Logistics division, progressing its Malaysian property development pipeline and expanding the order book of the MRO Services division. At the same time, the Group will continue to exercise financial discipline, manage execution and market risks, and evaluate new investments selectively to support sustainable long-term value creation.
17 ANNUAL REPORT 2026 ENRA GROUP BERHAD CORPORATE GOVERNANCE OVERVIEW STATEMENT The Board of ENRA presents this Corporate Governance Overview Statement (“Statement”) to provide shareholders and stakeholders with an overview of the corporate governance (“CG”) practices adopted by the Company under the leadership and oversight of the Board during the FYE 2026 and up to the date of this Statement. This overview is prepared in compliance with the MMLR of Bursa Securities and takes guidance from the CG principles and practices set out in the MCCG 2021. The Board remains committed to upholding high standards of CG and believes that effective governance is fundamental to promoting accountability, transparency, integrity and sustainable value creation for shareholders and other stakeholders. This Statement should be read together with the Corporate Governance Report (“CG Report”), which provides details on how the Company has applied the Practices of the MCCG 2021 and the relevant disclosures prescribed thereunder during FYE 2026. The CG Report is available on the Company’s website at www.enra.my. This Statement should also be read in conjunction with the other statements contained in this Annual Report, namely the Statement on Risk Management and Internal Control, the Audit, Risk Management and Sustainability Committee Report and the Sustainability Statement, as certain CG practices are discussed in greater detail within the context of those respective statements. PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities The Board has overall responsibility for the Group’s sustainability, governance, strategic leadership and direction, the conduct of the Group’s businesses, risk management and internal control, investor relations, succession planning and business operations. Beyond matters reserved for the Board’s decision, the Board has delegated authority for the achievement of the Group’s corporate objectives and the day-to-day management of its businesses to the President & Group Chief Executive Officer. A formalised Limits of Authority framework sets out the authority limits reserved for the Board’s approval and those delegated to the President & Group Chief Executive Officer and Management. These authority limits are reviewed and updated as and when required to ensure an optimum structure for efficient and effective decision-making within the Group. The Executive Director remains accountable to the Board for the authority delegated to him and for the Group’s performance. The Board places significant importance on sustainability and has taken the necessary steps to promote high standards of environmental, social and governance (“ESG”) practices across the Group’s operations. This includes establishing policies, guidelines, frameworks and processes relating to, amongst others, capital allocation and investment appraisal practices to manage sustainability-related risks and opportunities as the Group continues to build a responsible and sustainable business. Further information on the Group’s sustainability agenda and initiatives undertaken during the financial year is set out in the Sustainability Statement of this Annual Report. While the Board is responsible for establishing the governance framework and policies within which the Group operates, Management is responsible for implementing these policies and achieving the Group’s strategic and operational objectives. This clear demarcation of roles reinforces the Board’s oversight and supervisory responsibilities. The roles of the Chairman and the President & Group Chief Executive Officer are distinct and separate to ensure an appropriate balance of power and authority and to facilitate clear accountability. The Chairman is responsible for the leadership and effectiveness of the Board, while the President & Group Chief Executive Officer is responsible for the overall management of the Group, including the execution of strategies and policies and the day-to-day operations of the businesses.
18 SECTION 04 : CORPORATE GOVERNANCE Corporate Governance Overview Statement (Cont’d) PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) I. Board Responsibilities (Cont'd) In carrying out its responsibilities, the Board has delegated specific functions to its 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”). To ensure that the direction and control of the Group remain with the Board, each Board Committee operates within clearly defined terms of reference (“TOR”), and reports its deliberations, recommendations and decisions to the Board on a regular basis. The Chairman of the respective Board Committees report on the proceedings of their meetings to the Board. While these Board Committees assist the Board in enhancing operational efficiency and effectiveness, the Board remains collectively responsible for the direction, control and affairs of the Company and the Group. The ultimate responsibility for all decisions rests with the Board. The TOR of the ARMSC, BNRC and ESSC are available on the Company’s website at www.enra.my. The Board has adopted a Board Charter, which sets out its roles, responsibilities, composition, functions and processes, taking into consideration the principles of good corporate governance and the requirements of the MMLR of Bursa Securities. The Board Charter serves as a key reference document for Directors and is reviewed periodically to ensure it remains relevant and aligned with the Company's needs and regulatory developments. The Board has also adopted a Directors’ Code of Ethics, which outlines the standards of conduct expected of Directors in discharging their duties with professionalism, integrity and ethical responsibility. In addition, the Company has adopted a Code of Business Conduct applicable to all employees across the Group, which sets out standards of behaviour and ethical conduct expected of individuals in the performance of their duties and responsibilities. The Board has adopted a Whistleblowing Policy, which provides a framework and reporting channels for employees and other stakeholders to raise genuine concerns regarding suspected misconduct, unethical conduct or improper practices within the Group. The policy supports the Group’s core values, Code of Business Conduct and governance framework, and encourages disclosures to be made without fear of retaliation, victimisation, harassment or discriminatory treatment. Reports may be submitted either orally or in writing, including through letters or electronic mail, and are subject to appropriate investigation procedures. Following the introduction of the corporate liability provision under Section 17A of the Malaysian AntiCorruption Commission Act 2009, the Board has adopted ENRA Group’s Anti-Corruption Policy & Procedure in May 2020 to strengthen the Group’s commitment to preventing bribery and corruption. The Company further enhanced its anti-corruption framework through the adoption of the Gifts and Hospitality Reporting Guidelines, which provide guidance on acceptable standards relating to gifts and hospitality and support the maintenance of high standards of integrity in the conduct of the Group’s business activities. In line with Paragraph 15.01A of the MMLR of Bursa Securities, the Board adopted a Directors’ Fit & Proper Policy on 24 November 2022 to guide the appointment, election, re-election and re-appointment of Directors. The Board also adopted a Sustainability (ESG) Policy on 24 November 2022, which provides guidance on conducting business responsibly to create long-term value for stakeholders while enhancing the Group’s long-term performance and resilience. On 22 February 2024, the Board has adopted a revised TOR of the ARMSC, which expanded the Committee’s responsibilities to include the review of conflict of interest (“COI”) and potential COI situations, the measures undertaken to address such situations, and the related disclosure requirements under 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 identifying, disclosing and managing actual, potential and perceived COI, while supporting high standards of integrity and ethical conduct.
19 ANNUAL REPORT 2026 ENRA GROUP BERHAD PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) I. Board Responsibilities (Cont'd) Details of the Board Charter, Directors’ Code of Ethics, Code of Business Conduct, Whistleblowing Policy, Anti-Corruption Policy, Gifts and Hospitality Reporting Guidelines, Directors’ Fit & Proper Policy, Sustainability (ESG) Policy and Conflict of Interest Policy for Directors and Key Senior Management are available on the Company’s website at www.enra.my. The Directors have unrestricted access to all information pertaining to the Group’s business and affairs to enable them to discharge their duties effectively. 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 advises the Board on corporate governance matters and assists the Board in ensuring compliance with applicable laws, regulations, policies and procedures. II. Board Composition The strength of the Board lies in the composition of its members, who possess a diverse range of expertise, extensive industry experience and specialised knowledge relevant to ENRA’s various business sectors. As at 30 June 2026, the Board consists of six (6) members, comprising three (3) Independent Non-Executive Directors, two (2) Non-Independent Non-Executive Directors and one (1) Executive Director (the President and Group Chief Executive Officer), following the resignation of Dato’ Wee Yiaw Hin as an Independent Non-Executive Director during the financial year ended 31 March 2026. This composition meets the recommendation under Practice 5.2 of the MCCG, which recommends that at least half of the Board comprise Independent Directors, and complies with Paragraph 15.02 of the MMLR of Bursa Securities. Collectively, the Directors bring a broad spectrum of skills, experience and expertise in areas including finance, engineering, strategic planning, economics and project management. The Board benefits from constructive discussions and balanced decision-making, with no individual Director or group of Directors exercising undue influence over its deliberations. The Non-Executive Directors contribute significantly to the development of policies and strategies, performance monitoring, resource allocation and the strengthening of governance and internal control practices. The Independent Non-Executive Directors provide objective and independent judgement in the Board’s decision-making process and serve as an effective check and balance. Taking into consideration the experience, qualifications, competencies and knowledge of its Directors, the Board is satisfied that its current composition is appropriate and balanced, and that it adequately safeguards the interests of minority shareholders while promoting high standards of corporate governance, ethical conduct and integrity for the benefit of all stakeholders. The Board recognises the importance of boardroom diversity, including gender diversity, as an important element of good corporate governance and effective decision-making. Through BNRC, the Board will continue to consider suitably qualified women candidates as part of its director recruitment and succession planning process when vacancies arise. As at 30 June 2026, the Board has one (1) female Director, namely Tunku Afwida binti Tunku Abdul Malek, who represents approximately 17% of the Board’s composition. The BNRC reviews and evaluates the effectiveness of the Board and Board Committees annually. The BNRC considers the findings of the assessment process and reviews areas identified for improvement to enhance the effectiveness of the Board and its Committees. All Directors participated in the Board and Board Committees assessment and evaluation process for FYE 2026. The Board performance evaluation for FYE 2026 included an assessment of the Board’s effectiveness in overseeing the Company’s material sustainability risks and opportunities, as well as its role in driving the Group’s ESG strategy and implementation. The size and composition of the Board and its Board Committees are reviewed annually to determine whether they continue to possess the appropriate balance of skills, experience, independence, diversity and perspectives required to effectively support the Company’s objectives and strategic priorities. Corporate Governance Overview Statement (Cont’d)
20 SECTION 04 : CORPORATE GOVERNANCE PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT'D) III. Remuneration The BNRC is responsible for reviewing and recommending to the Board an appropriate remuneration framework and remuneration packages for the Directors to ensure that the Group is able to attract, motivate and retain Directors of the necessary caliber, experience, knowledge and quality required to lead and manage the Group effectively. In determining the remuneration of Executive Director, the BNRC takes into consideration the principles recommended by the MCCG 2021, whereby remuneration is structured to align rewards with the Group’s performance. The remuneration of the Non-Executive Directors is determined based on their experience, level of responsibilities and contribution to the Company. The determination of the remuneration of the Non-Executive Directors is a matter reserved for the Board and individual Directors do not participate in decisions regarding their own remuneration package and are subject to the prior approval of shareholders at the Annual General Meeting (“AGM”). The Company also reimburses reasonable expenses incurred by the Non-Executive Directors in the course of discharging their duties. During the financial year ended 31 March 2026, the BNRC considered and recommended the remuneration of the Non-Executive Directors for shareholders’ approval at the Company’s 33rd AGM. The Board has adopted a Remuneration Policy for Directors and Senior Management, which outlines the principles for determining and recommending 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 for FYE 2026 are disclosed under 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 the ARMSC to provide robust and comprehensive oversight of the Group’s financial reporting, external audit, internal audit, risk management and sustainability matters. As at 30 June 2026, the ARMSC comprises two (2) members, both of whom are Independent Non-Executive Directors, following the resignation of Dato’ Wee Yiaw Hin from the ARMSC during the FYE 2026. The Company has obtained an extension of time from Bursa Securities to comply with Paragraph 15.09(1)(a) of the MMLR in relation to the composition of the ARMSC. The Company also complies with Practice 9.1 of the MCCG 2021, whereby the Chairman of the ARMSC is not the Chairman of the Board. In compliance with Paragraph 15.09 (1)(c) (i) of the MMLR of Bursa Securities, one (1) member of the 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 is committed to upholding the integrity of the Company’s financial reporting . In this regard, the Board, through the ARMSC, has established procedures to assess the suitability, objectivity and independence of the external auditors. These procedures include obtaining written assurance from 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 2026. The ARMSC is satisfied that the provision of non-audit services by Messrs. BDO PLT to the Group during FYE 2026 did not in any way impair the firm’s objectivity and independence in carrying out its responsibilities as external auditors of the Company. On an annual basis, the ARMSC reviews and monitors the suitability, objectivity and independence of the external auditors. The ARMSC is satisfied with the competence and independence of the external auditors and recommended the re-appointment of Messrs. BDO PLT as external auditors for shareholders’ approval at the 34th AGM. Corporate Governance Overview Statement (Cont’d)
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