2023 Integrated Annual Report KPS Berhad PDF Free Download
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local communities
vendors & suppliers
customers
business partners
& state entities
regulators
certification bodies
employees
chapter 5:
our material matters
In ensuring the relevance of the Group’s strategies,
KPS Berhad periodically reassess its material topics
towards ensuring it continues to stay abreast with
present issues and concerns, while continuing to
integrate the views of its stakeholders.
The information and insights gleaned from materiality assessment then
enables the refinement of existing business and operational strategies,
and if warranted, adjustments to both and the 10-year Plan as well.
matters material to value creation
matters material to value creation
In 2023, KPS Berhad conducted a
reassessment of its material topics based
on the principle of double materiality that is
assessing the significance of topics based on
the following perspectives:
• Financial materiality: Topics that would
significantly impact the creation of
financial values
• Impact materiality: Topics that would
significantly impact society and the
environment
materiality assessment
In the process of conducting the materiality assessment, a total of 17 material matters were evaluated. The data and
feedback collected during this assessment were analysed to identify a new list of top 14 material matters. These issues were
then plotted in the materiality matrix, which underwent refinement through feedback from the Management team.
The KPS Berhad 2023 materiality assessment was conducted between September and October 2023. It comprised both
financial and non-financial aspects. Input was solicited from diverse stakeholders throughout the period, and a total of 160
stakeholders participated from nine stakeholder groups.
BOD
investors &
shareholders
media
Highest
Priority
Highest Priority
Lowest
Priority
Lowest Priority
materiality matrix
Importance to ESG Materiality
Importance to Financial Materiality
4
8
5
3
1
2
6
7
9
10
14
12
11
Environmental
Social Employee Training & Career Development
Labour Standards Human Rights
Occupational Health & Safety
104
13 14
Energy Efficiency
Water Security
Waste Reduction, Recycling
& the Circular Economy
Climate Change & Emissions
8 96
12
Economic Quality Control & Customer Satisfaction
Sustainable Procurement & Local Sourcing
Economic & Business Performance
2
11
3
Governance
Digitalisation & Technology
Good Governance & Anti-Corruption
Environmental & Social Compliance
1
7
5
13
140 141
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
matters material to value creation matters material to value creation
The findings identified topics that are material
from both financial and impact materiality
perspectives, based on stakeholder input.
8
Given the findings, Management continues
to refine business direction, strategies and
approaches in addressing and responding to
the impacts, both positive and negative, from
the aforementioned material topics.
Digitalisation & Technology
Quality Control & Customer
Satisfaction
Economic & Business
Performance
1
2
3
4 7 11
12
13
14
8
9
10
5
6
Materiality Matters Definition Risks Opportunities UNSDGsImpacted Stakeholders
Employee Training & Career
Development
Environmental & Social
Compliance
Energy Efficiency
Good Governance & Anti-
Corruption
Waste Reduction, Recycling &
the Circular Economy
Climate Change & Emissions
Occupational Health & Safety
Sustainable Procurement
& Local Sourcing
Water Security
Labour Standards
Human Rights
governance
Digitalisation &
Technology
Digitalisation and technological risks include the inappropriate
selection of technology, long gestation periods and ineffective
implementation. It is also possible that acquired technology may
not be fully leveraged to deliver the optimum strategic benefits and
advantages.
The aforementioned risks, collectively or individually, could lead to
reduced or poor ROI from technology adoption.
In addition, acquiring technology would likely entail substantial costs
and investments, including changes to the manufacturing processes at
subsidiaries, which could disrupt present operational productivity.
The constant evolution
of related technologies
such as AI, automation,
IR 4.0 and others and
how these positively or
negatively can impact
KPS Berhad’s business
model or operations.
Technology offers tremendous potential as a business enabler, potentially
facilitating cost and operational efficiencies, reducing resource and labour
dependences through process automation, improving speed to market and
expediting the implementation of strategies to up the value chain to undertake
more advanced and commercially lucrative high-tech manufacturing activities.
Technology may also support and enhance research and development efforts
and enable the development of more market oriented business and operational
strategies. Ultimately, technology supports the Group’s competitive and prevents
loss of market and commercial relevance over the medium and short-term.
Employees
Customers
Institutional investors
Retail investors
Good Governance
& Anti-Corruption
Any incident of bribery, kickbacks or other forms of corruption and
unethical behaviour could lead to enforcement action by regulatory
authorities, resulting in fines, closure of operations, loss of key personnel
and loss of reputation.
The continued focus on
ensuring corruption-
free operations in all
dealings/interactions
with all stakeholders.
Employees
Suppliers
BOD
Business partners
Institutional investors
Retail investors
Regulators
Media
Local communities
State entities
Strengthening good governance and anti-corruption may drive all-round
organisational improvement as internal processes and controls are strengthened.
These include improvements in procurement practices, a higher quality pool of
suppliers, increased ability to attract and retain talent and stronger oversight on all
aspects of business operations.
Environmental & Social
Compliance
Any issue or non-compliance by the Group’s subsidiaries with
environmental and social regulations pertaining to waste and effluents,
emissions, labour and human rights, and more could result in fines,
operational shutdown, inability to meet customer demand on time and
ultimately, financial and reputational damage.
Continued performance
in meeting regulatory
standards in ensuring
minimal impact on the
physical environment
and local communities.
Regulators
Certification bodies
Customers
Suppliers
State entities
BOD
Demonstrates the Group's commitment to ethical business practices. This can
enhance the Group's reputation among consumers, investors, and other relevant
stakeholders, leading to increased brand value.
142 143
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
matters material to value creation matters material to value creation
8
Materiality Matters Definition Risks Opportunities UNSDGsImpacted Stakeholders
Quality Control
& Customer
Satisfaction
Increasingly exacting specifications and higher customer expectations
(while striving to retain cost efficiency) can affect the quality of products
and services and the delivery of compelling value propositions to
customers.
A lack of understanding of customers’ evolving preferences and
requirements could also lead to potential mismatches that affect the
quality of products manufactured.
In addition, supply chain issues revolving around poor quality raw
materials, delayed shipments and other issues can also impact end-
product quality control and, ultimately, customer satisfaction.
The focus on meeting
the product of service
requirements of
customers as well as
industry standards that
ensure manufactured
goods are fit for
purpose.
Focussing on quality control offers a wide range of business improvements
including opportunities to better understand customer requirements, develop
more market attuned products, work with customers to identify specific challenges
and pain points, and develop truly bespoke products and solutions.
Emphasising product quality and customer satisfaction also fuels improvement
across the business value chain, driving closer collaboration with suppliers and
encouraging greater focus on improving existing manufacturing.
Customers
Suppliers
Economic
& Business
Performance
KPS Berhad, as with all businesses, depends on external and market-
driven trends and developments.
Lower-than-forecast customer demand resulting from languid
global economic growth had an impact on business and operational
performance.
The continued delivery
of stable and growing
fiscal results and
achievement of set fiscal
targets, such as desired
ROE.
Employees
Customers
Institutional investors
Retail investors
BOD
State entities
Local communities
Continued analysis of the larger market environment supports improved
identification of expansion opportunities based on geographic location.
Sustainable Procurement
& Local Sourcing
Reliability of supply chain relationships, raw material deliveries, and
service disruptions.
Continued performance
in meeting regulatory
standards in ensuring
minimal impact on the
physical environment
and local communities.
Vendors &
suppliers
Supporting local suppliers, better control of logistical management, and
increasing the speed of delivery to customers.
economic
144 145
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
8
Materiality Matters Definition Risks Opportunities UNSDGsImpacted Stakeholders
Energy Efficiency Amidst rising energy costs, the pursuit of greater energy efficiency is
integral to sustaining cost competitiveness and gross product margins.
However, a well-defined and customised energy management
approach is required for varying subsidiaries. Improperly conducted
energy audits may lead to increased expenditure that may not result
in desired cost savings and results. In addition, any requirement for
business process re-engineering may lead to significantly higher costs
and a longer gestation period.
Focus on ensuring
an optimal balance
between cost and
meeting the Group’s
energy requirements.
Driving energy efficiency provides a measure of insulation against rising energy
costs, notably post the upward revision in ICPT rates.
Energy efficiency may also indirectly accelerate the transition towards
decarbonisation and promote more efficient manufacturing practices across all
operating subsidiaries.
Employees
Suppliers
BOD
Business partners
Institutional investors
Regulators
Waste Reduction,
Recycling & the
Circular Economy
Poor management of waste would lead to increased environmental
pollution and potentially, negative societal impacts.
The inability to adopt more sustainable waste management methods
could lead to loss of contracts or affect competitive ability.
Constant efforts
to reduce waste
produced from business
operations while striving
for improved waste
efficiency in tandem with
revenue and output.
Employees
Regulators
Certification bodies
Potential opportunities for resource, process and cost efficiency can be identified
and leveraged to transform waste management from a cost centre into more
productive revenue generating opportunities.
Climate Change &
Emissions
Water Security
Climate change may pose both physical and transitional risks for KPS
Berhad’s subsidiaries. Among the identified risks include flash floods,
rising temperatures as well as impacted access to financing and
increased customer requirements to produce low carbon products.
Poor management of water would lead to increased environmental
issues and potentially negative societal impacts.
The insufficient availability of water could lead to drought, water
pollution, and potential water conflicts.
Impacts, positive or
negative, arising from
the onset of climate
change.
Availability, access,
quality, and sustainable
management of water
resources to meet
the diverse needs of
people and the business
ecosystem.
Employees
Suppliers
BOD
Business partners
Institutional investors
Regulators
Certification bodies
Local communities
State entities
Employees
Business partners
State entities
Suppliers & vendors
Opportunities include, accelerating the decarbonisation process, exploring new
commercial potential in emerging business sectors.
Implementing water-saving practices to reduce water consumption, optimise
water usage, and minimise water waste in operations, manufacturing processes,
and supply chains.
environmental
matters material to value creation matters material to value creation
146 147
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
matters material to value creation matters material to value creation
8
Materiality Matters Definition Risks Opportunities UNSDGsImpacted Stakeholders
Human Rights Stagnated traditional approach that is focussed on employee rights and
community charitable acts.
Creating robust initiatives to identify root causes of societal issues
that address the Group’s business objectives; through understanding,
engaging in and acting upon critical workplace and marketplace.
The role of business
in economic
empowerment and
positive social impact
for employees and
local communities.
Provides insights to develop impactful social initiatives and uphold human rights
concerns.
Employees
Business partners
State entities
Labour Standards Non-compliance with labour laws, regulations, and standards can result
in legal penalties, fines, lawsuits, or regulatory sanctions.
Principles, regulations,
guidelines, and
standards for workers’
rights, working
conditions, and
employment practices.
Employees
Regulators
Certification bodies
Offers value and competitive advantage from their commitment to upholding
labour standards or employment rights.
Occupational Health
& Safety
Employee Training &
Career Development
Any OHS incident, notably major incidents that lead to injuries or
fatalities, may significantly impact the continuity of operations, resulting
in operational disruption, reputational loss, inability to meet production
orders and exposure to fines and other punitive measures by regulatory
bodies.
Investing in the upgrading of employees’ skills, as well as providing
career pathways for continued upward mobility, is essential for
employee attraction and retention.
However, mismatches in talent development strategies and actual
organisational needs can impact success rates, potentially leading to
ineffective expenditure.
The pursuit of a zero
fatality and zero LTI,
accident and injury free
work environment.
The provision of training
opportunities to upskill
the existing talent pool
to meet present and
future competency
requirements.
Employees
Customers
Media
Regulators
Certification bodies
BOD
Employees
Local communities
A strong OHS track record strengthens brand reputation and credibility and
would instil greater market confidence. This would translate into more traction
with customers as well as talent.
By enabling a comprehensive training and career development approach,
Management is better positioned to upskill talent to address existing competency
gaps, improve employee productivity, and ultimately increase employee morale,
contributing to reduced attrition rates.
Training also indirectly strengthens the company’s reputation and position as a
people-focused, preferred employer, which may be advantageous in attracting
talent, notable amidst a talent-scarce environment.
social
148 149
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
KPS Berhad’s engagement with stakeholders
comprises both strategically planned
initiatives and programmes as well as through
ad-hoc or irregular interactions.
stakeholder engagement stakeholder engagement
Value Delivery The Importance of Engagement Engagement Channels Areas of Interest/Discussion Outcomes
An empowered, forward-
thinking, progressive, and
innovative workforce is
instrumental for our business
success.
Our shareholders are an
important source of equity
capital to fund our business
and growth plans.
Ensuring the Group adheres
to the highest standards by
constantly improving internal
processes and operations
to ensure high quality
product output and provide
the know-how to secure
customer confidence.
•• Structured training programmes
•• Talent development programmes
•• Induction exercise for new employees
•• Town hall meetings
•• Lunch and learn programmes
•• Social, sports, health and wellness
activities
•• Annual General Meeting
•• Annual report and sustainability
report
•• Dedicated Investor Relations section
in KPS Berhad’s website and all
communication channels
•• Announcements of quarterly results.
•• Analyst briefing sessions
•• One-on-one meetings with analysts
and business journalists/publications
•• Non-deal roadshows
•• On-site inspections
•• Regular meetings
•• Submission of regulatory
documentation
•• Internal and external audit exercises
• Training and career development
• Diverse and inclusive workplace
• Employee well-being, health and safety
• Better and improved working environment
• Internship and industry placements
• Leadership development programme
• Employee development programme
• The Group’s business direction and key corporate
developments
• Financial performance
• Conducted more than 90 engagements with analysts
and fund managers
• A total of three analyst coverages in 2023
• Adherence to International Organization for
Standardization (“ISO”) such as ISO 9001 and
ISO 140001 Standards
• Incentives for manufacturing companies:
- Investment tax allowance
- Pioneer status
• Received feedback to improve operations
• Attained necessary certifications as highlighted for
responsible manufacturing and processes
Employees
Investors &
Shareholders
Certification
Bodies
Board engagement is
essential towards ensuring
an informed, engaged and
committed Board which is
capable of discharging its
fiduciary duties, providing
sound judgement and advice
on Group’s matters as well
as ensuring and exercising
a sufficient degree of
independence in the case of
independent directors.
•• Board meetings
•• Board committee meetings
•• Annual General Meeting
•• Board briefings and training sessions
•• Other company-related
engagements
• Matters related to the governance of KPS Berhad and
the Group including macro business strategies and
plans
• Oversight on Group risks, including business,
operational, fiscal and ESG risks
• Group business and operational performance including
the performance of individual subsidiary companies
• Sustainability performance against set KPIs and targets
• Matters related to talent management and succession
planning for key leadership roles in the Group
• Latest ESG-related trends and development
• Board competency and skills development
• Approval of the Group’s new Vision and Mission
• Further expansion of the Board’s role towards
establishing comprehensive oversight of subsidiary
companies
• Board role established with regard to climate change
as recommended under TCFD recommendations
• Approval of various policies and procedures and
internal controls including Group risks, Sustainability
Roadmap, and Anti-Harassment Policy
• Continued high scores attained for Board members
during the Board Evaluation Exercise
BOD
• Competitive salary that is above
market minimum
• Attractive benefits
• Training and development
• Career growth opportunities
• Flexible working arrangement
• Enhance Health, Safety, and
Environment (“HSE”) protocols
Ensuring operational continuity,
consistent returns on investment,
business excellence and growth, and
strong corporate governance.
Compliance with laws, regulations
and international quality and
safety standards reflects the strong
governance practices in KPS Berhad.
Provides strategic guidance, good
governance, effective risk management
and broad-based strategic leadership.
Represents the interests of
shareholders and provides a necessary
degree of independence and
accountability between the interests of
shareholders and management.
Drives sustained value creation
towards ensuring the long-term
success and sustainability of the
Group.
All subsidiary companies and respective business units have identified
their respective stakeholders and thence, established the most strategic
means of communication and engagement.
Herewith is the Group’s stakeholder engagement table for 2023:
frequency of engagement •• weekly •• monthly •• quarterly •• periodically•• annually
150 151
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
stakeholder engagement stakeholder engagement
• To control economic, health,
infrastructure, security, and
environmental risks
• Ethical business practices
Regulators
• To address waste
management and other
environmental issues
• To elevate the socio-
economic status of our
beneficiaries
• To provide opportunities
to underserved community
members
• To reduce poverty levels
Transporting and delivering our
products safely and efficiently
•• Social investment initiatives
•• Environmental initiatives
•• Philanthropy
• Managing the impact of HSE, and social involvement
• Community engagement
• Job and other income
• Generating opportunities
• The utilisation of more than RM2.7 million that
benefited more than 100,000 beneficiaries
• Significant proportion of local employment in all
operations Group-wide
• Product and service quality
• Product pricing and credit terms
• Customer satisfaction scores of 88% achieved across
Toyoplas, CPI, MDS Advance and Aqua-Flo
• Secured new projects and customers across subsidiary
companies
• Product and service quality
• Service scope and payment schedule
• Sustainable supply chain
• Toyoplas’ suppliers’ performance tracked a monthly
• 23 of CPI’s suppliers were audited in 2023
Local
Communities
Customers
• Ensures customers receive
reliable, consistent, and
satisfactory products
• Enhanced customer
loyalty and positive brand
perception
• Achieving a high customer
satisfaction rate
•• Marketing and promotional content
•• Website/social media
•• Customer feedback surveys
•• Events/roadshows
Vendors &
Suppliers
•• Vendor/supplier registration
•• Procurement policies
•• Performance evaluations
•• Site visits and meetings
Communicating key messages
to our stakeholders
•• Media interviews, briefing sessions and
press conferences
•• Press releases
• Brand positioning, image, and credibility
• Business performance and growth
• Ethical business conduct and regulatory compliance
• 17 exclusive media interviews conducted and articles
on corporate and sustainability matters featured
Media
• Regulatory compliance
• HSE
• Improvement in the development of the Group’s
regulatory approach
• Enhancement in operational strategies, processes and
procedures
•• Regulatory discussions and meetings
with authorities
•• Public consultation with local
authorities
•• Site inspections
•• Seminars, briefings, and trainings
Value Delivery The Importance of Engagement Engagement Channels Areas of Interest/Discussion Outcomes
• To earn income beyond the
minimum salary threshold
• Attractive benefits
• Training and development
• Career growth opportunities
• Work-life balance
• HSE
• The quality and safety of products
are important aspects of product
creation and technical solutions
• High product standards
• Quality assurance
• Sustainable supply chain
• Valuable contracts, safe
procurement practices, and service
improvements
• Sustainable supply chain
To be transparent in all our business
operations and when reporting
financial performance.
Monitoring compliance through
contractual obligations to the
Government and stakeholders, and
strong corporate governance.
frequency of engagement •• weekly •• monthly •• quarterly •• periodically•• annually
152 153
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
rising energy costs
related material matters risk
trends and developments
impacting value creation in 2023
trends and developments impacting value creation in 2023
economic and business performance
digitalisation and technology
quality control and customer satisfaction
climate change and emissions
energy efficiency
cost escalation risk
supply chain risk
contract/order book risk
climate risk
climate risk
In 2023, the national electricity company of Peninsular Malaysia, Tenaga
Nasional Berhad raised its ICPT rate for medium/high voltage non-
domestic users. The ICPT rate was raised from RM0.037/kWh to RM0.20/
kWh and was marginally revised downwards to RM0.17/kWh for the
second half of 2023. Hence, the average ICPT rate for the year was
RM0.185/kwh, higher than the base of RM0.037.
This resulted in a substantial rise in input costs, impacting nearly all of
KPS Berhad’s Malaysian subsidiary companies. In addition, the same
impact was felt across the Group’s domestic supply chains as raw material
producers, suppliers and service providers also faced increased energy
costs. The resulting effect was higher direct and indirect operational costs
which eroded margins or higher product pricing.
outlook and opportunities
Elevated energy costs are anticipated to continue, with further upward
revisions expected. This aligns with the national agenda, promoting
enhanced energy efficiency and a shift to RE sources, particularly solar
power, in the commercial and industrial sectors.
In 2023, our subsidiary, CBB, saved RM536,141 through the adoption
of solar power. CPI and Toyoplas will also install solar panels to power
operations in 2024.
This strategic initiative is aimed at diminishing reliance on grid-sourced
electricity, reflecting a collective effort by these companies to embrace
RE solutions and contribute to a more sustainable future.
The escalating costs serve as both a
challenge and a driver for the Group to
expedite its efforts to reduce emissions by
45% by 2030 and achieving carbon neutrality
by 2050. By optimising natural capital, KPS
Berhad aims to cut both GHG emissions and
energy costs, safeguarding operations from
potential future carbon taxes. Transitioning
to solar energy will decrease the embodied
carbon of products and services. Additionally,
KPS Berhad’s subsidiaries are implementing
various energy efficiency measures, such as
process redesign, local procurement, and
increased automation in manufacturing plants.
The ongoing RE transition requires significant
CapEx which may incur opportunity costs
i.e. funds used for business and capacity
expansion and other shorter-term business
related plans. However, in the medium to
long-term, transitioning to RE as mentioned
above, offers tremendous value.
relevant capitals
reduced customer demand
economic and business performance
digitalisation and technology
sustainable and reliable procurement
sustainability risk
employee training and career development
contract/order book risk
concentration risk
investment monitoring risk
A consistent pattern evident in 2023 was weakened customer demand,
which consequently had a direct impact on sales for many of KPS Berhad’s
operating subsidiaries.
Notably, the Group’s manufacturing division faced below budgeted sales
figures as customer orders declined considerably due to high customer
inventories, supply chain disruptions, inflationary pressures and other
macro-economic factors. However, it is expected that customer demand
will recover over the medium to long-term, driven by a recovery in the
macro-operating environment.
outlook and opportunities
While the present weak customer demand is expected to be short-
term, it presents KPS Berhad’s subsidiary companies with improvement
opportunities. Beyond production and operational efficiencies, a
challenging operating environment encourages organisational changes
such as rightsizing, consolidation, unlocking the value of latent assets and
more.
Businesses are propelled to look beyond
traditional markets for customers, exploring
potential in new industries and geographic
locations.
While businesses are right to undertake
significant shifts during a depressed market,
the risks of not recouping the investments
committed to driving organisational change
remain. These include unsuccessful market
and product line expansion, the inability to
penetrate new markets and to maintain market
share. However, through careful planning and
ensuring sufficient safeguards, KPS Berhad
can adjust its risk appetite accordingly
towards realising its plans that will enable the
Group to continue making headway against
the headwinds.
relevant capitals
related material matters risk
154 155
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
unlocking value through organisational
rightsizing and restructuring
risk
sustainable and reliable procurement
quality control and customer satisfaction
labour and human rights
data privacy and security
good governance and anti-corruption
supply chain risk
non-compliance risk
cost escalation risk
investment monitoring risk
non-compliance risk
leakage of confidential info
contract/order book risk
quality risk
reputational risk
In strengthening business operations and
unlocking value, several subsidiaries continued
to pursue business consolidation strategies.
These included relocating business operations
to new operating markets (to avoid trade
tensions and to move closer to existing and
potential customers), consolidating existing
production operations and undertaking other
forms of realignment and rightsizing activities.
The highlights of 2023 include the closure and
consolidation of Toyoplas’ China operations
and the consolidation and relocation of its
Vietnam operations.
The short-term impacts of these exercises felt
in 2023 were reduced operating capacity and
capabilities, increased financial outlay towards
funding the necessary activities and talent
attrition (due to retrenchment or resignation
of staff).
outlook and opportunities
The ultimate value potential of these activities is better businesses that
would enable more productive and profitable operations with enhanced
competitive capability while ensuring continued ability to service the
evolving demands of customers internationally.
relevant capitals
trends and developments impacting value creation in 2023trends and developments impacting value creation in 2023
higher interest rates and strong us dollar appreciation
economic and business performance
good governance and anti-corruption
credit risk
forex risk
liquidity risk
In 2023, the US dollar continued to appreciate strongly against most
currencies including the Ringgit Malaysia. This inevitably led to higher
import costs, especially for raw materials, and other impacts for several
operating subsidiaries. While the Group uses hedging instruments
to manage changes in FOREX, several operating subsidiaries faced
inflationary pressures and also supply chain impacts not limited to pricing
alone, but also to the availability of materials.
Among the impacted operating subsidiaries were Toyoplas and CBB.
Many were impacted by elevated raw material prices and finance costs
(due to a higher Overnight Policy Rate or OPR). In 2023, the OPR was
raised to 3.0%.
The impact was also felt by the Group’s
customers, with customers outside of the
US feeling the most impact as their nations’
economies continued to feel the effects of the
higher-interest rates. Most major economies
continued to respond to the Federal Reserves’
rising interest rates by increasing their
respective OPR or equivalent, leading to
higher borrowing costs.
In the US, customers continued to defer or
reduce discretionary spending as a higher
interest rates environment affected overall
retail spending, including debt financed
purchases.
The Group’s cumulative net FOREX loss
for 2023 stands at RM4.2 million, with the
Group’s FOREX exposure standing at
RM107.3 million.
OPR decision
3.0 3.0
OPR level (%)
4
3
2
1
0Jan Mar May JulySept Nov Jan Mar May JulySept Nov Jan Mar May July Sept Nov Jan Mar May July Sept NovNov
2019 2020 2021 2022 2023
Source: Bank Negara Malaysia
related material matters related material matters risk
156 157
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
trends and developments impacting value creation in 2023trends and developments impacting value creation in 2023
outlook and
opportunities
KPS Berhad continues to adopt a hedging
strategy and maintains a basket of currencies
towards reducing risks and capitalising on
opportunities for currency appreciation due
to changes in FOREX. This includes a USD
denominated account for payment of USD
denominated transactions by all subsidiary
companies. Most overseas sales registered
by KPS Berhad’s subsidiary companies are
transacted using the USD.
In addition, currency rates for overseas
procurement are based on fixed price
contracts over the medium to long term. Loans
are denominated mostly in Ringgit Malaysia
with only 5.56% of loans denominated in USD.
relevant capitals
rising capex and opex
economic and business performance
sustainable and reliable procurement
quality control and customer satisfaction
energy efficiency
waste reduction, recycling and the circular economy
employee training and career development
cost escalation risk
supply chain risk
contract/order book risk
concentration risk
investment monitoring risk
non-compliance risk
credit risk
In driving continued growth and competitive ability, regular and sufficient
investments are required. These include upgrading or replacing
machinery and equipment, acquiring new technologies, implementing
increased automation and other innovations such as artificial intelligence,
Big Data Analytics, digitalisation and more. Other forms of investments
including purchase/lease of properties and assets, marketing and
promotional activities, brand-building and more.
Despite operating in a higher interest environment that is fraught
with risk, coupled with weakened customer demand, investments in
manufactured and intellectual capitals remain necessary in sustaining
market positioning or ensuring sufficient capacity and readiness when
market conditions recover.
While new technologies can cause obsolescence, these also can offer
improved production efficiency, improved traceability of products and
services across the supply chain (from source to customer), reduced costs
and more.
outlook and opportunities
The acquisition and implementation of technologies, including
digitalisation and automation, would likely incur significant costs,
especially in the initial phase. Technological changes have and will
continue to facilitate improvements in cost and operational efficiencies.
This includes reduced dependence on labour.
In addition to financial considerations, successful technological
acquisitions involve ensuring that the workforce is adequately prepared
to utilise and optimise the implemented technologies, which may
necessitate employee training and skills development.
It is possible that there may be a gestation
period before the full efficiencies derived from
the new technological investments is reflected
in the business and financial performance.
However, the ROI in the medium to long-
term justifies the significant cost expenditure.
In some instances, the gestation period for
improvements in production processes to
yield cost and other benefits can be realised
quicker.
However, technology adoption paves the
way also for subsidiary companies to move
up the value chain towards undertaking
more technically demanding manufacturing
activities that offer more commercial value
while also creating skilled, local employment.
Technology would also be strategic in
addressing the increased challenges
surrounding the Group’s human capital/
labour requirements.
relevant capitals
While the overall impact on business performance is expected to be low,
KPS Berhad will continue to monitor its fiscal position, especially loan
interest rates and repayments.
There are also opportunities to trade in other currencies besides the
USD. This would require the agreement of customers. However, the
idea of trading in mutually acceptable currencies apart from the global
standard may be a possibility going forward. This would reduce exposure
and risks related to the dependence on the USD.
related material matters risk
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
trends and developments impacting value creation in 2023trends and developments impacting value creation in 2023
rising labour costs
economic and business performance
digitalisation and technology
sustainable and reliable procurement
employee training and career development
equal opportunity and inclusive workplace
supply chain risk
non-compliance risk
succession planning risk
contract/order book risk
cost escalation risk
reputational risk
quality risk
The Malaysian wage structure and revised working hours which came
into effect on 1 January 2023, had led to higher labour costs for many
subsidiary companies in 2023. Several subsidiaries are dependent on
human labour, especially on the factory floor and thus faced increased
payroll costs.
Notably, the Group’s plastics and electronics manufacturing businesses
were mostly impacted by rising labour costs.
In addition, despite increased wages, the scarcity of skilled workers
remained an issue, exacerbated by a weakened Ringgit Malaysia as the
country continued to see talents preferring to work in other geographical
locations.
financial
Extra hours
required will be
calculated as
overtime.
operational
Potential
production
delays, quality
issues, customer
dissatisfaction.
legal
Products
censured due
to reputational
issues.
reputation
Affected
branding with
KPS Berhad
and/or its
subsidiary
companies.
outlook and opportunities
Talent issues will continue to be prevalent
going forward as the issue has been endemic
in Malaysia across multiple commercial
and industrial sectors. However, the talent
challenges faced can at times be addressed
by adopting increased automation and
digitalisation within production processes.
This would reduce reliance on human labour,
but would incur increased upfront costs
(costs for technological acquisition, training,
gestation period, learning curve period and
more).
Some of KPS Berhad’s subsidiary companies
have already transitioned to automated/
technology driven production lines. The goal
is to increase the level of automation towards
attaining higher production efficiency, to
drive more knowledge-based, high-skilled
employment and to progressively reduce
reliance on manual labour. This would also
enable the creation of increased higher-
income jobs and upscale companies across
the value chain in line with national socio-
economic aspirations.
However, technological
investments can be risky if
the wrong technologies are
acquired, if the implementation
is ineffective or the period to
recoup ROI is beyond the initially
projected timeframe.
Aside from technology, KPS Berhad will
continue to focus on addressing talent
requirements. These include streamlining
production processes to increase efficiency
and reduce dependence on manual labour,
upskilling staff through training to take on
added responsibilities, and developing a
temporary workforce surge capacity to cope
with sudden increases in demand.
relevant capitals
riskrelated material matters
160 161
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
ESG-related trends and impacts
climate change and emissions
energy efficiency
waste reduction, recycling and the circular economy
occupational health and safety
employee training and career development
equal opportunity and inclusive workplace
social investments
labour and human rights
climate risk
cost escalation risk
credit risk
supply chain risk
leakage of confidential info
ESG matters such as climate change,
emissions performance, waste management,
human rights, employee health and safety,
and integrity are increasingly becoming
considerable factors in value creation.
KPS Berhad has and continues to achieve
excellent performance for environmental and
social compliance. These include material
matters such as waste management, labour
and human rights and anti-corruption as well
as social development.
However, climate change risk scenarios may
significantly impact business and operational
performance going forward. Likewise, the ESG
performance of the Group’s supply chains is
also expected to be a factor in procurement
strategies.
Future acquisition plays will also require comprehensive due diligence
of ESG performance which will need to be considered together with
financial considerations. Hence investment and business decisions can
be influenced by non-financial/business considerations. This includes
decisions to increase or divest investments in companies as well as the
business strategies and goals for investee companies.
The imposition of the Carbon Border Adjustment Mechanism (“CBAM”),
Energy Efficiency And Conservation Act (“EECA”) carbon-related taxes
may affect product attractiveness and pricing, especially when exporting
to developed countries or markets.
The requirement of carbon offsets would incur additional annual costs,
which could impact financial performance. The link between energy
consumption, carbon emissions and rising costs is clearly evident as
experienced in 2023.
Transitioning to RE with solar power or other alternatives would not only
promote a reduction in emissions but also reduce operating costs over
the medium to long-term. In addition, transitioning from fossil fuels would
also support reduced emissions. Further information on the Group’s plan
to decarbonise can be found in the Embedding ESG Further subsection
within the Group Strategies to Sustain Value Creation section.
trends and developments impacting value creation in 2023trends and developments impacting value creation in 2023
In essence, KPS Berhad has
identified eight possible ESG-
related risk or impacts that is
consistent with manufacturing
related operations:
climate risk supply chain risk
corruption risk
health, safety and
environment risk
non-compliance riskquality risk
reputational risk
succession planning risk
Addressing these risks through robust ESG practices can help mitigate potential reputational damage and enhance stakeholder
trust and confidence.
outlook and
opportunities
Beyond financing, ESG opportunities include
increased market access, stronger brand
credibility and reputation, an enhanced ability
to attain and retain talent, robust supply chains
and more.
All operating subsidiaries have been tasked
to drive their respective ESG performance.
This includes emphasising data collection,
ensuring transparency in disclosure and
driving a continued high level of compliance.
Companies are also given the autonomy to
develop strategies towards reducing their
footprints and other environmental impacts,
in developing more sustainable supply chains
and to continue focussing on ensuring fair,
safe and decent labour and work conditions.
They continue to engage external stakeholders such as regulators,
industry bodies, domestic and international buyers to continuously
ensure the operations of subsidiary companies are aligned to the ESG
expectations of stakeholders.
ESG risks such as climate risks and risks of OSH incidents continue to be
integrated into the Group’s Risk Register. Kindly refer to the Risk section
to view the KPS Berhad Risk Profile for 2023.
relevant capitals
riskrelated material matters
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
sustainability strategy and roadmap
ESG performance is driven by KPS Berhad’s Group Sustainability Roadmap. Staggered across five phases, the roadmap lays out
a clear ESG pathway with each of the five phases centred on the realisation of specific objectives.
The progress of the Group against its roadmap is measured and reported annually via the KPS Berhad’s sustainability report.
The sustainability report is developed in accordance with international frameworks such as UNSDG, Bursa Malaysia Sustainability
Reporting Requirements, Financial Times Stock Exchange (“FTSE”) Russel, the Global Reporting Initiative (“GRI”), Sustainability
Accounting Standards Board (“SASB”) and the Taskforce on Climate Change Financial Disclosures (“TCFD”) standards.
trends and developments impacting value creation in 2023trends and developments impacting value creation in 2023
2022 - 2024
Fostering Sustainable
Development in KPS Berhad
phase 1
Efforts will be concentrated on
internalising the sustainability
agenda throughout all departments
and subsidiary companies
Exploring short-term and medium-
term sustainability initiatives
Identifying climate-related risks and
opportunities for the Group
2024 - 2026
Enhancing Sustainable
Value Creation
phase 2
Transitioning from operational focus to value
chainand external efforts
High impact sustainability targets and goals
Accelerating progress on decarbonisation initiatives
2026 - 2028
Accelerating
Sustainability Agenda
2028 - 2031
Staying Ahead of the Year
phase 3
Increasing collaboration
to influence and drive
sustainability innovation
Incorporating green
investment and embracing
the green economy
Measuring the Group’s Value-
at-Risk ("VaR") in relation to
climate-related considerations
phase 4
Bold sustainability
transformational vision
including advancing circular
economy
Building sustainability solutions
into our services and products
2031 - 2035
Business Sustainability
phase 5
Progressing further towards
climate neutrality
Continuing to adopt innovations
to enhance sustainability
processes
Supporting climate reduction
targets and low-carbon
economic growth
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
165
2023 Integrated Annual Report
KPS Berhad
164 2023 Integrated Annual Report
KPS Berhad
chapter 6:
managing risks
KPS Berhad continues to identify its significant business, financial and
operational risks, including sustainability risks. Risks are defined as
events or incidents, either acute or chronic, which, if were to occur,
would undermine KPS Berhad’s ability to create value. The extent of
impacts arising from these risks, as well as the likelihood of occurrence
are determined by KPS Berhad using a comprehensive risk assessment
methodology.
managing risks
Risks are determined after detailed
consideration of the Group’s business
model, strategies, external developments,
dependencies on capitals and other
considerations.
KPS Berhad adopts a robust ERM framework
to identify and effectively mitigate adverse
risks. While complete elimination of risks
is not possible, the Group’s triple-tier
approach, consisting of a robust system
of risk management and internal controls,
significantly reduces exposure and
minimises the impact of any risk event. This
risk management approach aligns with the
globally recognised best practice outlined
in the ISO 31000:2018 Risk Management
guidelines.
A quarterly updated risk assessment is
conducted and the Group’s Risk Register is
updated accordingly, which is then presented
to the Board Governance and Risk Committee
(“BGRC”). The BGRC provides a detailed
report on the Group’s Top Key Risk Areas
(“KRAs”), to the Board of Directors of KPS
Berhad.
managing our corporate risks
The principal risks faced by the Group are mapped out below. The risk matrix shows the level of the risk based on the likelihood
and impact rating of each risk, which ultimately indicates its level of exposure to our business strategies.
The Board through its BGRC has identified 12 KRAs that may impact the ability of the Group to achieve its strategic
objectives. The BGRC is further supported by the Management in ensuring that these risks are monitored and
managed within the Group’s acceptable appetite and tolerance level. The heatmap below provides an overview of the risk
ratings of the KRAs:
Catastrophic
Likelihood of Occurrence
Insignificant
(Magnitude of Impact)
ModerateMinor Major
Unlikely Possible Likely Almost CertainRare
(L4) Low Risk
To Manage by SOP or Routine Procedures
(E1) Extreme Risk
Management Risk Response Plan
and Board Attention is Required
(H2) High Risk
Risk Mitigation Action Plan & Senior
Management Attention is Required
Investment
Monitoring
Risk
Liquidity
Risk
Crisis
Response
Climate
Risk
Succession
Planning
Risk
(M3) Medium Risk
Management Responsibility to
Monitor or Response Plans
Reputational
Risk
Cybersecurity
Risk
Cost
Escalation
Risk
Non-
Compliance
Risk
Concentration
Risk
Credit Risk
Forex Risk
chapter 6
managing risks
166 167
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
Following are the Group’s risk universe:
Risk Universe
Strategic
Risk in relation to the
achievement of overall
strategic goals and
objectives.
Compliance
Risk in relation to the
governance of compliance
to the applicable laws,
rules, codes and policies
throughout the Group.
Financial
Risk in relation to
liquidity & credit, return
to shareholders, capital
structure, currency, interest,
tax as well as accounting and
reporting.
Sustainability
Risk arising from
environment, sustainability
and governance.
• Cost escalation risk
• Crisis response risk
• Succession planning risk
• Customer concentration
risk
• Investment monitoring
risk
• Non-compliance risk • Cybersecurity risk
• Credit risk
• Liquidity risk
• FOREX risk
• Reputational risk
• Climate risk
Universe Key Risk Areas Key Mitigation Actions
Strategic
Cost escalation risk
Cost pressures arising from the rising
labour wages and electricity tariff.
In sourcing of electricity through installation of solar panel
system and/or biomass burner.
Cost optimisation through improved procurement
processes and streamlining production processes.
Improve labour efficiency and head counts.
Crisis response risk
Ranges of threats that the Group
may face during crisis specifically on
communication failures and operational
disruptions.
Group Business Continuity Plan and Crisis Management
Plan have been established.
Business Continuity activities (i.e business impact analysis
and desktop scenario exercise) has been conducted on
key subsidiaries.
Succession planning risk
Lack of talent pool and readiness for key
management roles.
Succession plan with identified talent pool for key
subsidiaries has been identified.
Trainings for talent pool to ensure readiness.
Customer concentration risk
Potential financial vulnerability when a
significant portion of revenue depends
excessively on a single customer.
Diversification of customer base and new segments.
Innovation on new technologies to attract new customers
from different segments and industries.
Investment monitoring risk
Potential decline in value of multitude
of investments due to inadequate
monitoring.
Establishment of BIRC and quarterly reporting of
investment.
Quarterly reporting to the Board on Group situational
investments performance.
Compliance
Non-compliance risks
Possibility of KPS Berhad or its
subsidiaries failing to meet legal,
regulatory, contractual or internal
requirements.
Constant monitoring by KPS Berhad’s Group Legal and
Compliance team on regulatory matters.
Conducting on-site compliance audit on subsidiaries.
key risk areas
The risk management process is continuously embedded into key business processes, enabling effective risk
management practices group-wide. During the year under review, KPS Berhad regularly assessed, deliberated, and monitored
the key risk areas as follows:
chapter 6
managing risks
168 169
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
managing risks managing risks
The full details of the risk management framework, supporting mechanisms, internal controls and the necessary
company hierarchy supporting the Board and Management is provided in the Statement of Risk Management and
Internal Control (“SORMIC”) provided in 2023IAR.
Universe Key Risk Areas Key Mitigation Actions
Financial
Cybersecurity risk
Cybersecurity risk is an emerging risk area
which includes threats to confidentiality,
availability and integrity of KPS Berhad
digital assets, network and system
security.
Deployed security measures to protect confidential
information against cybersecurity threats.
Continuous monitoring review on IT security and safety.
Continuous training on cyber security awareness.
Forex risk
Potential losses due to fluctuations
in exchange rates with engaging in
transactions with foreign currencies.
Continuous FOREX fluctuation monitoring.
Hedging strategies to offset the risk of adverse price
movement.
Credit risk
Potential financial loss stemming from
borrowers or counterparties failing to
fulfill their repayment obligations.
Monitoring of customers repayment and credit ratings.
Actively monitoring cashflow movement and cash
conversion cycles.
Liquidity risk
Arises when an assets unable to be sold
quickly without incurring substantial
losses to fulfill immediate cash need.
Accumulations of cashflow to reduce impact.
High current ratio.
Sustainability
Reputational risk
Poor performance or unethical behaviours
in five areas (i.e. investor relations,
sustainability, publicity/ communications,
quality, compliance and adherence to
safety policy).
Sustainability initiatives and continuous monitoring on
subsidiaries activities.
Assessing compliance to requirement.
Safety officer to implement and enforce safety procedures.
Climate risk
KPS Berhad readiness to ensure
compliance to TCFD reporting to Bursa
Securities by 2025.
Introduction of TCFD Framework.
Trainings and education to respective stakeholders.
chapter 6
managing risks
170 171
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
managing risks managing risks
chapter 7:
sustainability statement
KPS Berhad sustainability statement discloses
Group’s approach to ESG, including progress
made across the journey as well as related
disclosures.
Full disclosure on KPS Berhad’s performance across ESG indicators is provided in 2023SR.
2023SR is a comprehensive report designed to meet the sustainability disclosure
requirements of Bursa Securities, as well as other best practice reporting frameworks such
as GRI, TCFD and FTSE Russell ESG Rating Indicators disclosure requirements.
In essence, 2023SR and this Sustainability Statement aim to provide disclosures on impact
materiality topics.
172 173
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KPS Berhad
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KPS Berhad
172
sustainability statement
KPS Berhad has developed a sustainability
roadmap that stretches up to 2035. The
roadmap lays the for sustainability to
permeate across the KPS Berhad organisation,
progressively becoming further integrated
in the Group’s strategic perspectives and its
business model and subsequently, business
and operational strategies. This also entails
the cultivation of a prevailing sustainability
driven corporate culture and mindset as the
basis of the promulgation and growth of ESG
considerations within the organisation.
Consistent with this aspiration, the roadmap
has outlined key milestones to drive a mindful
and structured pathway forward. Specific
goals or outcomes have been established
to enable KPS Berhad to develop a step-
by-step progress, where each milestone
reached, strengthens the Group for the next
part of the journey. This enables a staggered
drive forward, with KPS Berhad growing from
strength to strength towards realising its goals
for sustainability.
The roadmap was designed based on the
views of KPS Berhad as well as stakeholders
and importantly, present and anticipated ESG
trends and developments.
UNSDGs
vision mission
our value creation model
Chapter 3:
Economic
Commitment
Driving
optimum
business and
operational
performance
towards
maximising
financial and
non-financial
value creation.
Economic
& business
performance
Sustainable
procurement &
local sourcing
Stringent
quality control
procedures
Chapter 4:
Environmental
Commitment
Reducing carbon
emissions
intensity by
45% by 2030
and ultimately
pursuing carbon
neutrality by
2050.
Energy efficiency
Chapter 4:
Environmental
Commitment
Continuously
implementing
environmentally
responsible
manufacturing
practices.
Waste reduction
& environmental
initiatives
Chapter 5:
Social
Commitment
Be the
champion in
addressing
socio-economic
gaps within the
society.
Engaging local
communities
Chapter 5:
Social
Commitment
Upholding
human rights,
labour rights,
safety, equality,
and diversity
throughout
business
operations.
Safety & health
Training
& career
development
Diversity &
inclusivity
Chapter 6:
Governance
Commitment
Upholding
good corporate
governance.
Eliminating
bribery &
corruption
economic & ESG
materiality matters
non-materiality matters
Emission Water security Human rights
Labour rights
Risk
management
Complaints
& grievance
mechanisms
Cybersecurity
our approach
Incorporate innovation and sustainable solutions to
minimised negative impacts.
Embed sustainability throughout the business culture
and strategy to ensure KPS Berhad remains viable
and relevance.
Generate sustainable value in economic prosperity
for all stakeholders without neglecting the aspect of
people and planet.
Monitor and measure on deliverable and
performance for continuous improvement and to
ensure efficiency.
chapter 7
sustainability statement
chapter 6
managing risks
chapter 2
values created
chapter 1
about KPS Berhad
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
174 175
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
sustainability statement
Establishment of
TCFD Framework
and TCFD Commitee
environmental performance
sustainability statement
energy management
water security
Inaugural year
for TCFD Report in 2023SR
Percentage of solar
energy from total
group energy
Amount of tonnes
CO2e offset through
solar energy
2.01%
874.70
Stationary &
mobile fuel
consumption
Solar derived
electricity
generated
Intensity
(mWh/revenue)
Purchased
electricity
Total energy
consumed
Energy
intensity
(mj/revenue)
15,433.42 mWh
2022: 10,593.87 mWh
2021: 1,247.01 mWh
1,121.41 mWh
2022: N/A
2021: N/A
0.00005
2022: 0.00003
2021: 0.00002
55,560,315.16 Mj
2022: 38,137,924.62 Mj
2021: 4,489,242.50 Mj
4,037,070.78 Mj
2022: N/A
2021: N/A
39,372.59 mWh
2022: 29,125.17 mWh
2021: 28,086.80 mWh
55,927.41mWh
2022: 39,719.04 mWh
2021: 29,333.81 mWh
0.164
2022: 0.105
2021: 0.080
141,741,313.20 Mj
2022: 104,850,626.40 Mj
2021: 101,112,462.00 Mj
201,338,699.14 Mj
2022: 142,988,551.02 Mj
2021: 105,601,704.50 Mj
Total water consumption (megaliter)
192.36
2022: 140.69
2021: 142.68
Emissions intensity
tonnes CO2e/RM million
2021: 0.0167
2022: 0.0186
0.0284
Total emissions
(tonnes CO2e)
2021: 22,242.99
2022: 25,311.52
34,880.29
Total by scope (tonnes CO2e)
3,670.73
2022: 2,507.72
2021: 335.28
30,128.47
2022: 22,717.64
2021: 21,907.71
1,081.09
2022: 86.19
2021: NA
Total waste generated (tonnes)
2,217.03
2022: 1,757.19
2021: 856.13
Waste diverted from disposal i.e.
recycled waste (tonnes)
408.12
2022: 358.67
2021: 777.66
Waste diverted from disposal –
sold to recyclers (tonnes)
1,637.24
2022: 1,225.99
2021: N/A
Waste directed to disposal or
non-recycled waste (tonnes)
171.67
2022: 172.53
2021: 78.72
emissions
waste reduction
Scope 3
Scope 2Scope 1
material consumption
Total weight or volume of materials used (tonnes)
129,620
2022: 119,260
2021: 5,320
chapter 7
sustainability statement
chapter 6
managing risks
chapter 2
values created
chapter 1
about KPS Berhad
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
176 177
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
sustainability statement
social performance
SROI measurement five social
investment initiatives, at an average
of 1.5 times
Creating positive impact in the life of
103,095 beneficiaries
In 2023, KPS Berhad contributed
RM2,847,816.15
for social investment initiatives
1,089 volunteerism hours for social
investment initiatives
Collaborated with 80 government
organisations, non-government
organisations and non-profit organisations
KPS Celik Initiative:
RM145,959.96 invested
1,000 participants were directly engaged, along
with nearly 20,000 students participating indirectly,
representing 20 secondary schools across Selangor, the
Federal Territory of Kuala Lumpur, Putrajaya, and Negeri
Sembilan states.
SROI: 1.45 times
Graduate Attainment Programme:
RM90,249.90 invested
KPS Caregiver:
RM195,415.00 invested
Creating a positive impact in the lives of
45 beneficiaries
100% of candidates have successfully obtained the
Certificate level 3 (SKM)
80% participants earned between
RM1,500-RM2,000 monthly income
20% participants earned more than
RM2,000 monthly income
SROI: 1.78 times
Philanthropy:
RM1,537,494.00 invested
KPS WeCare
RM218,587.90 invested
Total beneficiaries:
1,016
• Refugees: 586
• B40 communities: 430
B40: 430
SROI: 1.73 times
Hiring local communities
KPS Sustainable Community
Poultry Project (“SCoPP”)
RM215,000.00 invested
20 poulterers
• from 4 districts in Selangor
• have completed 4 cycles of
harvests, which has produced
4,795 number of chickens in
the span of 8 months
SROI: 1.18 times
KPS Ekovative Challenge
RM189,333.49 invested
Number of beneficiaries:
125 students
Number of universities:
15 local educational institutions
SROI: 1.51 times
sustainability statement
Foreign:
67.54%
Local:
32.46%
Total
employees
of the Group:
3,404
Local employees
Total Employees
69
208
421
345
45
17
1,105
0
1,437
394
440
28
0
2,299
Foreign employees
chapter 7
sustainability statement
chapter 6
managing risks
chapter 2
values created
chapter 1
about KPS Berhad
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
178 179
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
sustainability statement sustainability statement
Total employees
Employees by
ethnicity (%)
Employees by
gender category
(%)
Employees by employee category (%)
Employee by employment type
Employees by age group for each employee category (%)
Aged less than 30
Aged 31-50
Aged more than 51
N/A
N/A
N/A
NA
NA
NA
N/A
N/A
N/A
NA
NA
NA
0
56.41
43.59
17.02
75.08
7.90
1.72
65.14
33.14
36.89
55.75
7.36
0
51.35
48.65
20.90
64.18
14.92
41.90
54.45
3.65
1.28
60.90
37.82
Aged less than 30
Aged 31-50
Aged more than 51
Senior
management
Non-executives
Executives
Non-executives
Executives
Management
employee breakdown
2021 20212022 20222023 2023
Malay
2021 3,712
2022 3,517
2023 3,404
Chinese Indian Others
19.8
2.3
22.2
55.6
Contract
27.97%
Permanent
72.03%
2023
2021 2022
2021:
2022:
2023:
2021:
2022:
2023:
57.30
61.30
61.49
42.70
38.70
38.51
1.16
1.11
1.09
10.32
11.20
9.84
83.11
82.71
84.49
5.41
4.98
4.58
Employees
Status
N/A N/A
Senior
management
Management
Employees by gender
for each employee category (%)
26%
27%
Percentage of directors
by gender (%)
Percentage of directors
by age group (%)
2021:
2022:
2023:
2021:
2022:
2023:
2021:
2022:
2023:
2021:
2022:
2023:
2021:
2022:
2023:
81.40
82.05
85.71
62.5
62.5
62.5
72.64
70.29
66.67
46.48
46.19
44.36
57.31
62.53
63.19
18.60
17.95
14.29
37.5
37.5
37.5
27.36
29.71
33.33
53.52
53.81
55.64
42.69
37.47
36.81
Aged less than 30
Aged 31-50
Aged more than 51
0
12.50
87.50
0
12.50
87.50
0
12.50
87.50
2021 2022 2023
Men comprise the majority of the Group’s workforce, at 61.49%. However, the disparity narrows for office-based jobs.
This is evident at the KPS Berhad headquarters, where about 47.83% of the workforce are women.
Senior
management
Non-executives
Executives
Management
Note
NA: Not Available
Total number of employee turnover by employee category:
Senior
management
Non-executives
Executives
Management
9
804
84
46
2023
Group
new hire
2023
Group
turnover
chapter 7
sustainability statement
chapter 6
managing risks
chapter 2
values created
chapter 1
about KPS Berhad
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
180 181
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
employees compensation and benefits
2021: 50
2022: 58
2023: 43
2021: 2
2022: 5
2023: 0
2021: 4
2022: 1
2023: 1
2021: 100%
2022: 100%
2023: 100%
2021: 57%
2022: 100%
2023: 100%
2021: 100%
2022: 100%
2023: 100%
2021: 100%
2022: 100%
2023: 0%
Employees entitled for
maternity and paternity leave
Employees who took
maternity leave
Employees who took
paternity leave
Return to work
(after parental
period)
Retention
rate
sustainability statement sustainability statement
zero incidences of non-
compliance concerning the
safety and health impacts of
products and services
safety and health
2021 2022 2023
Number of lost time injuries
LTIFR %
LTIR %
Fatalities
NA
NA
NA
0
2
NA
NA
0
11
2.01
0.40
0
N/A: Not Available
zero fatalities
Number of employees
trained on health and safety
standards: 37
training and career development
total training hours by employee category
2021 2022 2023
Total Training Hours
Average Training Hours per Employee
Average Training Days per Employee
3,134.25
0.84
0.04
21,967.00
6.25
0.78
32,049
9.42
1.18
human
rights
Number of incidents of
human rights violations
2021:
2022:
2023:
0 case
0 case
0 case
2021:
2022:
2023:
0 case
0 case
0 case
2021:
2022:
2023:
78%
78%
69%
Proportion of spending
on local suppliers
supply chain
management
data privacy and
security
Number of substantiated complaints concerning
breaches of customer privacy and losses of
customer data across the Group
Senior
management
Executives
Non-executives
Management
2021:
2022:
2023:
NA
NA
951.50
NA
NA
11,760.00
NA
NA
14,214.50
NA
NA
4,424.00
N/A: Not Available
chapter 7
sustainability statement
chapter 6
managing risks
chapter 2
values created
chapter 1
about KPS Berhad
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
182 183
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
2021
2021
2021
2022
2022
2022
2023
2023
2023
Total Number of Operations Assessed
for Risks Related to Corruption
Percentage of Operations Assessed for
Risks Related to Types of Corruption (%)
Significant Risks Related to Corruption
Identified Through the Risk Assessment
Total Number of Board of Directors
Number of Board of Directors who have
Received Training on Anti-Corruption
Percentage of Board of Directors who have
Received Training on Anti-Corruption (%)
Number of Hours Board of Directors have
Received Training on Anti-Corruption
Percentage of Employees who have Received
Training on the Anti-Corruption, by Employee
Category (%)
Senior management
Management
Executive
Non-executive
NA
NA
NA
8
NA
NA
NA
8
NA
NA
NA
8
2
25
2
15
60
0
15
62.5
0
Anti-Corruption Assessment
Anti-Corruption Training Performance
NA: Not Available
NA: Not Available
NA: Not Available
NA
NA
NA
NA
NA
NA
NA
NA
14
28
47
11
2021 2022 2023
Total Number of Confirmed Incidents of
Corruption
Actions Taken on Dealing with Confirmed
Incidence(s) of Corruption in the Company, if any
Total Number of Confirmed Incidents in which
Employees were Dismissed or Disciplined for
Corruption
Total Number of Confirmed Incidents when
Contracts with Suppliers & Contractors were
Terminated or Not Renewed Due to Violations
Related to Corruption
Cost of Fines, Penalties or Settlements in
Relation to Corruption (RM)
Total Amount of Political Contribution (RM)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Anti-Corruption Training Performance
anti-corruption
governance performance
sustainability statement sustainability statement
zero reported incidents
employee grievances
Scan this to view KPS
Berhad’s Bursa Securities
Mandatory Disclosure
Index in the 2023SR.
chapter 7
sustainability statement
chapter 6
managing risks
chapter 2
values created
chapter 1
about KPS Berhad
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
about this report
184 185
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
1 DATO’ NOORAZMAN BIN ABD AZIZ
Independent Non-Executive Director
2 NORLIZA BINTI KAMARUDDIN
Independent Non-Executive Director
5 DATUK SYED IZUAN BIN SYED
KAMARULBAHRIN
Independent Non-Executive Director
6 TS. SAIPOLYAZAN BIN MAT YUSOP
Non-Independent Non-Executive Director
12
3
4
chapter 8:
leadership
board of directors
board of directors
567 8
3 DATO’ IKMAL HIJAZ BIN HASHIM
Senior Independent Non-Executive Director
4 DATO’ SETIA HARIS BIN KASIM
Chairman,
Non-Independent Non-Executive Director
7 SHARMILA SEKARAJASEKARAN
Independent Non-Executive Director
8 AHMAD FARIZ BIN HASSAN
Managing Director/
Group Chief Executive Officer
186 187
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
DATO’ SETIA HARIS BIN
KASIM, SSIS, DPMS, ASA, PPT
Chairman,
Non-Independent Non-Executive Director
qualifications
• Degree in Science Social, University of Malaya
• Diploma in Public Administration, National Institute of Public
Administration (INTAN)
area of expertise
Public Administration, Government Relations, Finance and Economics
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
None
public companies
• Invest Selangor Berhad
• Air Selangor Holdings Berhad
• Kumpulan Hartanah Selangor Berhad
• Permodalan Negeri Selangor Berhad
working experience and current engagements
Dato’ Setia Haris started his career in 1993 as an Administrative
Officer before being appointed as Assistant Director in 1996 at the
Ministry of Entrepreneurial Department. He was then appointed as the
Assistant Secretary in the Selangor State Secretary’s Privatisation Unit in
1998.
In 2001, he was appointed as Assistant District Officer of the Petaling
District & Land Office. Thereafter, in 2005, he assumed the ‘Yang Dipertua’
of Kuala Selangor District Council position. Then, from 2011 to 2015,
Dato’ Setia Haris was appointed as the District Officer of the District
Councils of Hulu Langat and Sepang. From 2015 until 2019, Dato’ Setia
Haris was the Director of the Selangor Islamic Religious Department
before being appointed as Mayor of Shah Alam City Council for two (2)
years, from 2020 to 2021. Presently, Dato’ Setia Haris is the Selangor State
Secretary, and before that, he was the Selangor State Financial Officer.
date of appointment 6 December 2021
length of tenure as director 2 years 4 months
membership of BC
None
membership of associations
• Member of the Institute of Corporate Directors Malaysia
board (“BOD”) and board committees (“BC”) meetings
attendance for the financial year ended 31 December
2023 (“FYE2023”)
BOD and BC meetings attendance for the FYE2023*
BOD BC
3/6 N/A
61
TS. SAIPOLYAZAN
BIN MAT YUSOP
Non-Independent Non-Executive Director
date of appointment 22 March 2024
length of tenure as director -
qualifications
• Bachelor of Engineering, Universiti Teknologi Malaysia
area of expertise
Facilities and Asset Management, Infrastructure Solutions, Project
Management, Planning & Development and Administration &
Management of Zakat Funds
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
None
public companies
• Energy Commission (Malaysia)
working experience and current engagements
Ts. Saipolyazan is currently the Group Chief Executive Officer (“CEO”) of
Menteri Besar Selangor (Incorporated) (“MBI”), he is pivotal in administering
the Selangor states assets and investment, playing a significant role in
promoting and supporting state development efforts as well as social and
public responsibilities.
Ts. Saipolyazan possesses over thirty (30) years of experience spanning
both the public and private sectors, including roles in foreign-based
entities in the Kingdom of Saudi Arabia (“KSA”). He has previously served
as the Head of Country (KSA) for UEM Edgenta Berhad and as the Chief
Executive Officer (“CEO”) for Edgenta Arabia Limited, as well as the Head
of Facility Management for Alborj Facility Management Ltd. During his time
in UEM Edgenta Berhad. Ts. Saipolyazan also served as a Board member of
UEM Mediserve Sdn Bhd.
Additionally, Ts. Saipolyazan has also acquired expertise across various
domains such as facilities and asset management, infrastructure solutions,
project management planning and development. Prior to joining MBI,
Ts. Saipolyazan was the CEO of Lembaga Zakat Selangor (“LZS”). As the
CEO of LZS, he is responsible for the administration and management of
Zakat Funds.
membership of BC
• Member of the Board Governance and Risk Committee
(“BGRC”) (Appointed on 26 March 2024)
• Member of the Board Investment Review Committee
(“BIRC”) (Appointed on 26 March 2024)
• Member of the Sustainability Board Committee (“SBC”)
(Appointed on 26 March 2024)
membership of associations
• Professional Technologist (Electrical & Electronics
Technology (EE) Malaysia Board of Technologists
54
board of directors profile
Dato’ Setia Haris does not sit in any of the BC in line with Practice 1.4
and Guidance 1.4 of the Malaysian Code on Corporate Governance
to ensure there is a check and balance as well as objective review
by the Board.
Note: N/A - Not Applicable
*Ts. Saipolyazan was appointed as Director of KPS Berhad on
22 March 2024
N/A
188 189
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
board of directors profile
DATO’ IKMAL HIJAZ
BIN HASHIM, DIMP
Senior Independent Non-Executive Director
qualifications
• Bachelor of Arts with Honours, University of Malaya
• MPhil. in Land Management, University of Reading, UK
area of expertise
Project Management, Strategic Planning and Business Strategy,
Human Capital
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed issuer
Prolintas Infra Business Trust
public companies
None
working experience and current engagements
Dato’ Ikmal began his career in the Administrative and Diplomatic
Service of the Government of Malaysia in 1976. In late 1991, he left the
government service and joined United Engineers (M) Berhad as General
Manager of the Malaysia Singapore Second Crossing project.
In 1993, he became the Chief Operating Officer of Projek Lebuhraya
Utara-Selatan Berhad (PLUS), and in 1995, he was promoted to the
company’s Managing Director.
In 1999, he was appointed as the Managing Director of Prolink
Development Sdn Bhd (Prolink) and concurrently assumed the position
of President for the Property Division of the Group. He was subsequently
appointed as Managing Director of Renong Berhad from 2002 until 2003.
In November 2003, Dato’ Ikmal was seconded to Pos Malaysia Berhad
as the Chief Executive Officer/Managing Director as well as the Group
Managing Director of Pos Malaysia and Services Holdings Berhad. In
November 2007, he was appointed as Chief Executive of the Iskandar
Regional Development Authority (IRDA) until February 2009. He then
became the Chairman of Faber Group Berhad from 1 March 2009 until
June 2014. During that period, he was also appointed as an Independent
Non-Executive Director of UEM Land Berhad.
Dato’ Ikmal is the Chairman and a Non-Independent Non-Executive
Director of Prolintas Managers Sdn Bhd (“PMSB”), and was appointed
to the board of PMSB on 2 June 2022. PMSB is the trustee-manager of
Prolintas Infra Business Trust, an Islamic business trust which was listed on
the Main Market of Bursa Malaysia Securities Berhad on 25 March 2024.
date of appointment 1 January 2018
length of tenure as director 6 years 3 months
membership of BC
• Chairman of the Nomination and Remuneration
Committee (“NRC”)
• Member of the Board Investment Review Committee
• Member of the Sustainability Board Committee
• Member of the Board Audit Committee
(Appointed on 26 March 2024)
• Chairman of the Tender Board Committee (“TBC”)
membership of associations
• Member of the Institute of Corporate Directors Malaysia
71
NORLIZA
BINTI KAMARUDDIN
Independent Non-Executive Director
date of appointment 6 April 2018
length of tenure as director 6 years
qualifications
• Industry Adjunct Professor Multimedia University
• Senior Certified Professional Coach (SCPC), Coach Transformation
Academy, Dubai
• Professional Certificate in Corporate Public Affairs (CPA), The Center of
Corporate Public Affairs, Melbourne Business School, Australia
• Bachelor in Arts and Design, Universiti Teknologi Mara
area of expertise
Reputation Management, International Business/Relations, Crisis
Communications, Branding and Sustainability
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
• Sedania Innovator Berhad
• British American Tobacco (Malaysia) Berhad
public companies
None
working experience and current engagements
Norliza is a senior communications specialist with more than 30 years
of experience in Malaysia and international markets. She specialises in
multiple sectors, including energy, finance, banking, aviation,
telecommunications and hospitality and has experience in various
communications practices, particularly reputation management, strategic
communications, strategic planning, corporate and government
stakeholder management, crisis communications, corporate social
responsibility, branding, media relations and internal communications.
Norliza has helped organisations within ASEAN, the Middle East and
America to develop and execute communication strategies.
She is the only Malaysian in the world’s three most prestigious PR and
marketing awards. She was named one of the ‘Top 500 Most Influential
PR Professionals in PR Week Power Book 2014 and 2015’ by the global
PR Week magazine and included in the ‘Power List 2014 - Top 50 Most
Influential People in PR’ by PR Week Asia. The Internationalist, New York
also named Norliza as ‘The Internationalist of the Year 2014’. Norliza is an
Adjunct Professor in the Faculty of Applied Communication at Multimedia
University Malaysia. In recognition of her contribution in helping to
architect and develop the faculty’s Bachelor in Strategic Communications
programme, the faculty named its communications best student award
after her - ‘Liz Kamaruddin Communication Excellence Award’.
membership of BC
• Chairman of the Sustainability Board Committee
• Member of the Nomination and Remuneration Committee
• Member of the Board Governance and Risk Committee
membership of associations
• Member of the International Public Relations Association
• Member of the Institute of Corporate Directors Malaysia
59
(Disbanded on
26 March 2024)
BOD and BC meetings attendance for the FYE2023 BOD and BC meetings attendance for the FYE2023
6/6
BOD
Member
6/6
BOD
Member
4/4
NRC
Chairman
5/5
BIRC
Member
3/3
SBC
Member
TBC
Chairman
4/4
BGRC
Member
3/3
SBC
Chairman
4/4
NRC
Member
190 191
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
board of directors profile board of directors profile
DATO’ NOORAZMAN
BIN ABD AZIZ, DIPM
Independent Non-Executive Director
date of appointment 1 January 2020
length of tenure as director 4 years 3 months
membership of BC
• Chairman of the Board Investment Review Committee
• Member of the Board Audit Committee
• Member of the Board Governance and Risk Committee
• Member of the Tender Board Committee
membership of associations
• Member of the Australian Institute of Company
Directors, Australia
• Member of the Chartered Institute of Islamic Finance
Professionals, Malaysia
• Member of the Institute of Corporate Directors Malaysia
68
SHARMILA
SEKARAJASEKARAN
Independent Non-Executive Director
date of appointment 1 September 2021
length of tenure as director 2 years 7 months
qualifications
• Barrister-At-Law, Middle Temple, United Kingdom
• Advocate & Solicitor, High Court of Malaya, Malaysia
• B.A. Law & Economics (Honours), Keele University, United Kingdom
• Adjudicator, Asian International Arbitration Centre (Malaysia) (formerly
Kuala Lumpur Regional Centre for Arbitration)
area of expertise
• Strategic Planning and Business Strategy, Relationship Management
• Legal, Compliance and Corporate Governance
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
• Top Glove Corporation Bhd
public companies
None
working experience and current engagements
Sharmila began her career as a legal assistant in 1998 with Messrs. Chooi
& Co. and joined Messrs. Tay & Partners as a Senior Legal Assistant in the
Intellectual Property Department in 2004. She joined the RIM Group in
2005 and held various positions in the RIM Group.
She is the Consultant in the Legal, Operations and Industry Development
Departments of the RIM Group. She has been a Partner of Jerald Gomez
& Associates since 2011; her areas of practice are Intellectual Property,
Banking Litigation, Corporate Advisory including on Business and Human
Rights, Estate Claims, and Family Law matters.
membership of BC
• Chairman of the Board Governance and Risk Committee
• Member of the Board Audit Committee
• Member of the Board Investment Review Committee
(Resigned on 26 March 2024)
• Member of the Tender Board Committee
• Member of the Nomination and Remuneration
Committee (Appointed on 26 March 2024)
• Member of the Sustainability Board Committee
(Appointed on 26 March 2024)
membership of associations
• Member of the Institute of Corporate Directors Malaysia
55
(Disbanded on
26 March 2024)
BOD and BC meetings attendance for the FYE2023 BOD and BC meetings attendance for the FYE2023
6/6
BOD
Member
6/6
BOD
Member
5/5
BIRC
Chairman
4/4
BGRC
Chairman
5/5
BAC
Member
5/5
BAC
Member
4/4
BGRC
Member
5/5
BIRC
Member
TBC
Member
qualifications
• BSc (Finance) Louisiana State University, USA
• Citicorp Associate Programme Training Institute, New York, USA
area of expertise
Business Strategy and Investments
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
• CTOS Digital Berhad
public companies
• Sun Life Malaysia Assurance Berhad
• Sun Life Malaysia Takaful Berhad
• MUFG Bank (Malaysia) Berhad
private companies, trustees & other organisations
• International Centre for Education in Islamic Finance (“INCEIF”)
• Investment Panel of Kumpulan Wang Amanah Pekerja (“KWAP”)
• Yayasan UEM
• OSK Foundation
• Securities Commission Malaysia (“SC”)
advisory
• Creador Sdn Bhd
• Vynn Capital Sdn Bhd
working experience and current engagements
Dato’ Noorazman has over 38 years of experience in banking and finance,
investments and capital markets, having served as Executive Director
of Investments in Khazanah Nasional Berhad, Managing Director of Fajr
Capital Ltd and held key positions in Citigroup, Bank Islam Malaysia
Berhad, Kuala Lumpur Stock Exchange and Labuan Offshore Financial
Services Authority (LOFSA), to name a few.
He was appointed to the Board of Kumpulan Perangsang Selangor Berhad
on 1 January 2020. He is currently the Chairman of CTOS Digital Berhad,
Sun Life Malaysia Takaful Berhad and MUFG Bank (Malaysia) Berhad.
He is also Chairman of the Board of Trustees of Yayasan UEM (the
philanthropic arm of UEM Group), INCEIF and a member of the Board of
Trustees of OSK Foundation. Lastly, he is a member of the Audit Oversight
Board of the SC and sits on the Investment Panel of KWAP.
(Disbanded on
26 March 2024)
TBC
Member
192 193
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
board of directors profile board of directors profile
DATUK SYED IZUAN
BIN SYED
KAMARULBAHRIN, PJN
Independent Non-Executive Director
date of appointment 15 August 2022
length of tenure as director 1 year 8 months
membership of BC
• Chairman of the Board Audit Committee
• Member of the Nomination and Remuneration
Committee
• Member of the Board Investment and Review Committee
• Member of the Tender Board Committee
54
AHMAD FARIZ
BIN HASSAN
Managing Director/
Group Chief Executive Officer
date of appointment 1 January 2019
length of tenure as director 5 years 3 months
qualifications
• Bachelor’s Degree in Accountancy, Universiti Teknologi Mara
• Chartered Global Management Accountant
area of expertise
Strategic Planning & Business Transformation, Investment Management &
Value Creation, Empowerment, Governance, and Risk Management
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
None
public companies
• Century Bond Bhd
• Cash Band (M) Berhad
working experience and current engagements
Ahmad Fariz was appointed to the Board as Managing Director on
1 January 2019, simultaneously taking up the role of Group Chief
Executive Officer. Prior to this appointment, he was the Chief Executive
Officer (“CEO”) of KPS Berhad since 1 May 2016. His primary responsibility
is to provide management oversight and accountability for investment,
governance, sustainability, and risk management in ensuring the realisation
of the business objective by conceiving the Group’s strategic needs.
Ahmad Fariz joined KPS Berhad as Head of Strategic Planning &
Investments in 2015. In his capacity as the CEO, he spearheaded an
aggressive business transformation plan and rolled out an exploitative and
explorative growth agenda to enhance KPS Berhad’s strategic position
whilst embedding a high performance and empowerment culture.
His over 20 years of experience in corporate governance, private
equity, and strategic acquisition are exemplified by managing the often
volatile, uncertain, complex, and ambiguous operating environment with
transformational corporate actions, investment activities, and sustainable
development initiatives.
Ahmad Fariz has been pivotal in steering the Group’s business direction
towards sustainable growth through the continual identification of
business catalysts and value creations while repositioning KPS Berhad’s
brand equity in the marketplace. Capitalising on his extensive experience
in diverse industries, functional expertise, and determination to meet
organisational goals, KPS Berhad has evolved into a global investment
holding company with core investments in the manufacturing sector, with
further commitment to ESG.
His previous experiences include CIMB Investment Bank, Ekuiti Nasional
Berhad, and Khazanah Nasional Berhad.
membership of BC
None
membership of associations
• Associate Member of the Chartered Institute of
Management Accountants
• Member of the Malaysian Institute of Accountants
• Member of the Institute of Corporate Directors Malaysia
Notes
Declaration by the Board:
i. None of the Directors has any family relationship with
any Director and/or Major Shareholder of KPS Berhad.
ii. None of the Directors has any conflict of interest with
KPS Berhad.
iii. Other than traffic offences, None of the Directors has
been convicted for any offences within the past five (5)
years, nor have any of them been imposed any public
sanction or penalty by any relevant regulatory bodies
during the Financial Year under review.
46
(Disbanded on
26 March 2024)
BOD and BC meetings attendance for the FYE2023
6/6
BOD
Member
5/5
BAC
Chairman
4/4
NRC
Member
5/5
BIRC
Member
TBC
Member
membership of associations
• Fellow Member of the Association of Chartered Certified Accountants
(“ACCA”), UK
• Fellow Member of the Institute of Corporate Directors Malaysia
• Member of the Malaysian Institute of Accountants
• Member of the Malaysian Institute of Certified Public Accountants
qualifications
• Chartered Certified Accountants (ACCA), UK
• Certified Public Accountants, Malaysia
area of expertise
Accounting, Auditing, Financial Reporting, and Investments Analysis
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
other directorships
listed entities
• Sapura Industrial Berhad
public companies
• Wassiyah Shoppe Berhad
working experience and current engagements
Datuk Syed Izuan started his career with PricewaterhouseCoopers
(PwC) in 1993 and performed statutory audits on private and public
companies. Later, he joined Malaysian Resources Corporation
Berhad, primarily responsible for investment analysis and evaluation.
Subsequently, he joined Sapura Group as an Investment Manager before
being promoted to Chief Financial Officer (“CFO”). In 2006, he left
Sapura Group and became the CFO of Tradewinds Plantation Berhad
and Tradewind (M) Bhd. He later joined Kuwait Finance House (Malaysia)
Berhad and eventually became the Head of the International Business
Division, focusing on investments. In January 2012, Datuk Syed Izuan
joined The Weststar Group, primarily involved in the automotive, aviation,
construction and property, defence and engineering sectors as the Group
Financial Adviser.
Currently, Datuk Syed Izuan is an Independent Non-Executive Director
(“INED”) of Sapura Industrial Berhad (“Sapura Industrial. In addition, he is
also a member of the Audit Committee (“AC”) of Sapura Industrial.
Previously, he was appointed as an INED of Sedania Innovator Berhad
and Evergreen Fibreboard Berhad and also a member of the AC of both
companies. During his tenure in The Weststar Group and Sapura Group,
he was appointed as a Board member of Weststar Aviation Services Sdn
Bhd and Sapura Resources Berhad, respectively.
BOD and BC meetings attendance for the FYE2023
6/6
BOD
Member
N/A
BC
iv. Dato’ Setia Haris was nominated as Chairman, Non-
Independent Non-Executive Director by MBI. Darul Ehsan
Investment Group Berhad (“DEIG”) is a major shareholder
of the Company with a direct shareholding of 57.88%.
MBI is a holding company of DEIG.
v. Ts. Saipolyazan bin Mat Yusop was nominated as Non-
Independent Non-Executive Director by MBI. DEIG
is a major shareholder of the Company with a direct
shareholding of 57.88%. MBI is the holding company of
DEIG.
194 195
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
board of directors profile board of directors profile
SUZILA
BINTI KHAIRUDDIN
Deputy Chief Executive Officer
(Finance & Corporate Services)
qualifications
• Bachelor of Science (Hons) in Finance and Accounting,
University of Salford, United Kingdom
• Chartered Certified Accountant, the Association of
Chartered Certified Accountants
membership of associations
• Fellow Member of Association of Chartered Certified
Accountants (ACCA)
• Member of Malaysian Institute of Accountants (MIA)
present directorships
listed entity : None
other public companies : Cash Band (M) Berhad
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
157,307 shares in Kumpulan Perangsang Selangor Berhad
date appointed to the company as deputy chief executive
officer (finance & corporate services)
1 January 2019
47
working experience and current engagements
Suzila binti Khairuddin was appointed as Deputy
Chief Executive Officer (Finance & Corporate Services
(“DCEOFCS”) on 1 January 2019. In this capacity, she
manages KPS’s finances and is responsible for financial
reporting and taxation, treasury matters, monitoring of
financial risks and opportunities as well as supervising
the Group’s finances. Assisting with high-level decisions
on policies and strategies, Suzila leads the setting and
tracking of the Group’s financial goals, objectives, budgets
and financial metrics, whilst ensuring that financial and
regulatory documents comply with the laws and regulations.
She also works closely with the Managing Director/Group
Chief Executive Officer in developing other corporate
policies, strategies, goals and long-term objectives for
consideration, adoption and implementation at the Group
level.
Prior to her current position, Suzila had served as Chief
Operating Officer (“COO“) since 1 April 2017 and COO/
Chief Financial Officer (“CFO“) since 1 June 2016. As the
DCEOO and COO, she was instrumental in overseeing
the Group’s ongoing operations, maintaining control
over myriad businesses within the Group and leading
the strategic development of financial and operational
strategies.
She joined KPS as Finance Manager on 15 December
2003, was later promoted to Senior Manager of Finance
on 1 January 2008 and subsequently to Assistant
General Manager of Finance on 1 January 2009. She
was appointed Acting General Manager Finance
and Administration on 1 November 2013 and was
subsequently promoted to General Manager Finance and
Administration on 1 October 2014. Prior to joining KPS,
Suzila had four years of experience in Audit during her
tenure with PricewaterhouseCoopers Malaysia, where
she was involved in statutory and special audits of public
listed companies, multinational corporations and private
companies in various industries.
key senior management profile
AZLAN
BIN ABDUL JALIL
Deputy Chief Executive Officer
(Strategy & Investments)
qualifications
• Bachelor of Science (Hons) in Accounting,
University of Wales, Cardiff, United Kingdom
membership of associations
None
present directorships
listed entity : None
other public companies : Century Bond Bhd
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
date appointed to the company as deputy chief executive
officer (strategy & investments)
1 January 2019
46
working experience and current engagements
Azlan bin Abdul Jalil was appointed as Deputy Chief
Executive Officer (Strategy & Investments) of KPS Berhad
on 1 January 2019. Prior to that, he had served as Chief
Investment Officer since 1 July 2017 and Director of
Strategic Planning and Investments since June 2016. In
his capacity as Deputy Chief Executive Officer (Strategy
& Investments), Azlan is responsible for leading the end-
to-end matters pertinent to Investments and Strategic
Planning. He has played a vital role in spearheading KPS
Berhad’s various mergers and acquisitions ever since KPS
Berhad first embarked on its Business Transformation Plan.
He has displayed tremendous leadership qualities in
welcoming these new companies into the bigger KPS
Berhad family, as well as guiding, nurturing and finally
transforming them into high performance culture
companies.
Prior to joining KPS Berhad, Azlan was attached to Hong
Leong Islamic Bank Berhad where he led and managed
the bank’s Islamic corporate banking end, comprising
debt capital market transactions; financing syndication
and financing restructuring exercises, servicing numerous
clients encompassing government, department and
agencies, GLCs, and Small and Medium Enterprises. His last
position there was Head of Wholesale Banking.
Azlan has extensively developed his experience in
banking, finance, investment and capital markets for
over 23 years, starting at CIMB Investment Bank Berhad,
Kuwait Finance House, Saudi-Arabian based Siraaj Capital
Limited, Bursa Malaysia Berhad and HSBC Bank (Malaysia)
Berhad. Notably, during his tenure as the Head of Sales
and Market Development at Bursa Malaysia Berhad, he
led the business development arm in driving the Islamic
finance initiatives to greater heights, enhancing market
awareness of the Malaysian Islamic finance initiatives and
successfully increasing participation of global financial
institution players. He started his career as an Associate
with PricewaterhouseCoopers in Audit and Business
Advisory specialising in the banking sector.
key senior management profile
196 197
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
SELFIA BINTI MUHAMMAD
EFFENDI
Company Secretary/Director, Secretarial
RUSSELL RAJ
GEORGE
Director, Legal & Compliance (Chief Integrity/
Governance Officer)
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
10,000 shares in Kumpulan Perangsang Selangor Berhad
education/qualification:
• Certified Integrity Officer Program Malaysia Anti-Corruption
Academy, 2020
• Certificate in Corporate Governance Malaysia Institute of
Management, 2019
• Certificate in Quranic Studies University of Malaya, 2005
• Honours Degree in Chartered Secretaries and Administrators
Institute of Chartered Secretaries & Administrators (“ICSA”), UK,
2001
responsibilities
As the Company Secretary for KPS Berhad Group, Selfia is
responsible for managing compliance obligations relating to
corporate secretarial matters and statutory requirements as
per the Companies Act, 2016, Capital Markets and Services Act
2007, and Bursa Malaysia Securities Berhad Main Market Listing
Requirements.
In her capacity, she undertakes the planning, administering, and
managing of the affairs of the Secretarial Department, providing
advisory and efficient secretarial services to all companies within the
KPS Berhad Group with the specific objective to ensure compliance
with relevant statutory and regulatory requirements, and to protect
the interest of the Group, its Directors and shareholders through the
implementation of good corporate governance and best practices,
all while keeping abreast of the latest enhancements and changes
required for corporate governance regulatory requirements,
frameworks and best practices.
47
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
education/qualification:
• LLB (Honors) University of London
• Certificate of Legal Practice Malaysia
• Certified Integrity Officer Program by Malaysia Anti-Corruption
Academy
responsibilities
Russell was a practising lawyer and a partner in a boutique legal
firm specialising in corporate and commercial laws. He is now in
charge of the Legal and Compliance Department in KPS Berhad,
overseeing legal and compliance matters within KPS Group. As
the Chief Integrity & Governance Officer of the Group, he is also
responsible for the implementation of the Integrity and Governance
Unit (“IGU”) function, establishing a systematic whistleblowing
and complaint management system to ensure appropriate
actions are in place in to manage legal matters and empower the
implementation of good governance within the Group.
52
head of departments
MOHAMAD AZLAN
BIN JAAFAR
Director, Internal Audit & Risk Management
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
education/qualification:
• Bachelor of Commerce University of New South Wales, Australia
responsibilities
Mohamad Azlan heads the internal audit function and leads the
overall ERM activities, overseeing both functions which include
planning, execution, monitoring, and reporting for KPS Group.
He is responsible for assisting the Group’s strategic plans in terms
of implementing and improving the processes and controls, aimed
at adding value to KPS Group’s operations in accomplishing its
objectives by introducing a systematic and disciplined approach
to evaluating and enhancing the effectiveness of the Group risk
management, control, and governance processes.
With different roles in his previous employment, Azlan
participated in various organisation-wide agendas, including
transformation initiatives, governance, and value creation, all
of which will facilitate his positive contribution to the Group’s
business growth.
50
head of departments
SITI SHAZLINA BINTI
SHAMSIRUDDIN
Director, Human Resource Development
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
education/qualification:
Bachelor of Commerce (B.Com.) Human Resources Management
and Management Curtin University of Technology, Australia
responsibilities
Shazlina serves as the Director of Human Resource Development,
leading the Group’s HR initiatives with a strategic focus. She
drives the Group’s cultural transformation by implementing
HR strategies aligned with the business plan and overarching
objectives. Her expertise encompasses Succession Planning,
Talent Management, Change Management, and Organizational
Performance, all aimed at fostering a high-performance culture
and achieving operational excellence. Additionally, Shazlina
takes on the role of Recovery Director for the Crisis Management
Team, ensuring the Group is well-prepared to address and
minimize risks associated with potential emergencies and disasters.
47
198 199
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
head of departments
ZULKIFLI BIN MAWARDI
Chief Sustainability Officer/
Director, Investor Relations, Sustainability & Communications
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
education/qualification:
• B.Sc (Statistics) University of Illinois at Urbana-Champaign, US
• Certificate from Saïd Business School, University of Oxford, UK
• Certificate from Institute for Sustainability Leadership, University
of Cambridge, UK
responsibilities
Zulkifli Mawardi has overseen KPS Berhad’s Investor Relations,
Sustainability, and Communications (“IRSC”) strategy and
implementation plans since 2018. Under Zulkifli’s leadership,
amalgamating investor relations, sustainability, and communications
functions has resulted in a cohesive brand positioning, enhancing
the Group’s overall brand equity.
As Chief Sustainability Officer, Zulkifli is entrusted with spearheading
KPS Berhad’s sustainability agenda. The responsibilities encompass
strategic planning, implementation, and oversight of ESG initiatives.
He collaborates cross-functionally to embed sustainability into the
business operations, ensuring alignment with corporate vision,
mission, values, and industry standards. To this effect, he oversees
the development and monitoring of sustainability goals, tracking
progress, and reporting on key metrics to stakeholders.
53 He also navigates regulatory landscapes, mitigating risks and
identifying opportunities for sustainable growth. Through
leadership and advocacy, he drives a culture of sustainability
excellence.
He orchestrates communication between KPS Berhad and the
shareholders, analysts, and the broader investment community. In
this capacity, his responsibilities include building and maintaining
strong relationships with stakeholders and ensuring transparent
and timely dissemination of financial information and company
developments. He serves as a liaison, articulating KPS Berhad’s
corporate strategy, performance, and prospects, fostering
confidence in KPS Berhad’s investment appeal. Zulkifli analyses
market trends and investor sentiment, providing insights to Senior
Management to shape investor relations strategies for a more
enhanced investor profile and ultimately, supporting KPS Berhad’s
growth objectives.
Additionally, Zulkifli leads content development for various
collaterals and stakeholders. He oversees internal communication
initiatives to ensure alignment with KPS Berhad’s corporate
values and goals, fostering employee engagement. Externally, he
plans media relations, public affairs, and crisis communication,
safeguarding the Group’s reputation and enhancing perception.
Zulkifli collaborates cross-functionally to integrate communication
efforts across the Company’s departments and subsidiary
companies, ensuring consistency and effectiveness in corporate
messaging. The approach to strategic communication enhances
KPS Berhad’s visibility, credibility, impact, and overall brand equity.
LIM HUI BIAN (STACEY)
Chief Executive Officer
qualifications
• Master of Business Administration,
Singapore Management University
• Bachelor of Business and Commerce,
Monash University Australia
membership of associations
• Federation of Malaysian Manufacturers
• Singapore Business Federation
present directorships
listed entity : None
other public companies : None
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
date appointed to the company as chief executive officer
of Toyoplas Manufacturing (Malaysia) Sdn Bhd
12 August 2015
41
working experience and current engagements
After graduating from Monash University, Australia in 2005,
Stacey Lim started her career in Toyoplas Manufacturing
(Malaysia) Sdn Bhd (“Toyoplas”) as a Programme Manager
in Shanghai. Although it was a family business, her hard
work and persistence quickly earned her recognition, as
she was able to manage key major customer accounts in
less than a year.
In 2012, she was promoted to Global Business
Development Manager and subsequently within two years
of exemplary performance, she was promoted to Senior
Business Development Director. Besides expanding the
business, Stacey has improved the corporate image of the
company and developed new sales kits for pitching the
Company’s services and competencies to new customers
and market segments.
She was promoted to Chief Executive Officer in 2015
based on her accumulated experience and leadership
positions in the manufacturing industry. Under her
leadership, Toyoplas has transformed from an expert in
plastics injection moulding into an experienced full turnkey
assembler, providing global customers with a one stop
solution.
head of subsidiary companies
200 201
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
LIM LAI CHIN
Chief Executive Officer
membership of associations
None
present directorships
listed entity : None
other public companies : None
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
date appointed to the company as deputy chief executive
officer of CPI (Penang) Sdn Bhd
4 January 1990 (Founder)
55
working experience and current engagements
Lim Lai Chin was appointed as the Chief Executive Officer
of CPI (Penang) Sdn Bhd (“CPI“) at the inception of the
company in 1990. CPI is now an indirect subsidiary of
KPS Berhad. Subsequent to the acquisition of CPI by
KPS Berhad in March 2018, Lim’s continuation as the CEO
of CPI was further reaffirmed. Lim, who was also the
founder of CPI, brings along with him over 35 years
of experience in the plastics injection moulding and
electronic manufacturing services industries. His extensive
knowledge from having served these industries throughout
the years, coupled with his passion, has enabled him to
steer CPI into becoming a name to be reckoned with in the
global market.
He started his career working in a manufacturing facility in
Singapore. Through continuous dedication and interest in
the manufacturing industry, he then founded CPI in 1990
and started the business with only six injection moulding
machines, serving only a single customer at that point of
time.
In 2001, Lim had responded to the increasing market
demand and had taken CPI to the next level by establishing
a new manufacturing facility to expand his plastics
injection moulding capabilities. Subsequently, riding on
the growth of the electronics industry, he also led CPI to
venture into electronic manufacturing services in 2007.
Today, CPI houses 90 high-precision plastics injection
moulding machines equipped with automation and is well
positioned to embrace future advancement and serve the
ever-evolving market.
Lim’s focus on precision and delivering high-quality
products has made it possible for CPI to establish
long-lasting relationships with over 90 corporations
globally, encompassing market leaders and multinational
companies from the automotive, healthcare,
telecommunications as well as electronics industries.
In addition to his well-proven technical skills and industry
know-how, Lim’s strong interpersonal skills combined
with his charismatic leadership have allowed him to
effectively and continuously manage stakeholders of every
level from employees, customers, suppliers and even
competitors, thus positioning CPI as a successful company
that it is today.
head of subsidiary companies
EU KOK SOON
Chief Executive Officer
qualifications
• Master in Science, University of Malaya
• Bachelor of Science (Hons) in Chemistry,
University of Malaya
membership of associations
• Member of Malaysian Institute of Chemistry
• Member of Malaysian Water Association
present directorships
listed entity : None
other public companies : None
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
date appointed to the company as chief executive officer of
Aqua-Flo Sdn Bhd
1 January 2024
56
working experience and current engagements
Eu Kok Soon started his career at Chemindus Sdn Bhd in
1995 as Technical Manager prior to joining Aqua-Flo Sdn
Bhd in 1999. Throughout his career, he has been involved
in many water treatment projects, in particular water quality
control and marketing of water treatment chemicals. As the
Chief Executive Officer of Aqua-Flo Sdn Bhd, he brings with
him more than 28 years of water treatment experience to
the company.
head of subsidiary companies
202 203
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
GOH LENG HOCK (ALFRED)
Chief Executive Officer
qualifications
• LCCI, Major in Marketing & Management (Stamford
College, KL)
membership of associations
• Federation of Malaysian Manufactures
• Malaysian Corrugated Carton Manufacturers Association
• Asia Corrugated Case Association
present directorships
listed entity : None
other public companies : None
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
date appointed to the company as chief executive officer of
Century Bond Bhd
1 April 2022
52
working experience and current engagements
Alfred Goh Leng Hock (“Alfred”) was appointed as Chief
Executive Officer of Century Bond Bhd Group (“CBB”) on
1 April 2022. Prior to the appointment, Alfred was the
Deputy Chief Executive Officer of CBB since 1 February
2020 and has served CBB for over 20 years with
experience in the manufacturing industry since 1994. With
his extensive knowledge of the industry coupled with
strong work ethics and persistency, Alfred has at many times
demonstrated his abilities to grow the business of CBB.
Alfred started his career at CBB in 2003 as a General
Manager of Carton Division. Subsequent to KPS’ acquisition
of CBB in November 2016, he continued this role and
under his supervision, the Carton division has doubled
its revenue in a span of 3 years. He played a pivotal role
in the growth and expansion of CBB, having at first started
a new division focusing on the pulp moulded business for
the Group in late 2017 before making further movement
towards higher value added product with the establishment
of Offset Division in the same year. As a direct result of the
expansion, CBB landed its first Multinational Company
(“MNC”) customer proven to be a game changer for the
Group. Catering to both market and customer’s growing
demand, Alfred led CBB’s geographical expansion of offset
division into Indonesia in 2020 creating greater presence
being in close proximity to larger MNC customers. Under
his leadership, CBB has transformed into a full-fledged
one-stop packaging solutions provider and has been the
supplier of choice for leading OEM’s.
Despite the pandemic and challenging operating
environment, CBB managed to remain resilient under his
stewardship, guided by the group’s diversified business
and operational excellence including better cost
management. Alfred’s persistence and extensive experience
in the industry has allowed him to grow the business well
and position CBB as the successful company that it is today.
head of subsidiary companies
GAN LIAN BAN
Chief Executive Officer
qualifications
• Certificate In Mechanical Engineering (Ungku Omar
Polytechnic, Ipoh).
membership of associations
None
present directorships
listed entity : None
other public companies : None
interest in securities of the company and its subsidiaries
(as of 1 April 2024)
None
date appointed to the company as chief executive officer
of MDS Advance Sdn Bhd
19 October 2022
55
working experience and current engagements
Gan was appointed as Chief Executive Officer of MDS
Advance Sdn Bhd (“MDS”) following the acquisition
exercise of MDS by Kumpulan Perangsang Selangor
Berhad. Mr. Gan decided to join MDS in 2007 as Marketing
and Technical Director of the CNC machining division.
Under his supervision, the CNC Machining division has
more than doubled its sales capacity in the few years after
his appointment. He was in command of MDS’s growth
and expansion, which began with four CNC machines and
progressed to 23 machines in 2020 to fulfil the market’s
increasing demands in the medical device sector, as well
as increasing demand throughout the pandemic period.
Mr. Gan was instrumental in incorporating new technology
into the company’s operations, purchasing two fully
automatic machines to support production capacity
and successfully utilising the entire floor space of the
manufacturing facility.
Gan started his career as a machinist at NMB Precision Tool
& Die (Pte) Ltd in Singapore from 1991 to 1993, and he
has over 3 years of experience operating CNC, EDM, and
Lathe machineries Mr. Gan returned to Malaysia after three
years in Singapore to work for Toyoshima Corp. (M) Sdn.
Bhd. From 1994 to 1997, as Production and Engineering
Officer, Mr. Gan led the team that implemented ISO 9000
and ISO 14000 for the company. Mr. Gan served as an
Engineering / Sales and Shipping Manager at Nichibei Parts
Sdn. Bhd. from 1997 to 2001, and then at EKO Industry Parts
Sdn. Bhd. (“EKO”) from 2001 to 2007. Gan has regularly
demonstrated his capabilities in expanding EKO’s business
as Marketing and Technical Director, combining a profound
understanding of the industry.
head of subsidiary companies
204 205
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
corporate governance overview statement 2023
corporate governance
overview statement 2023
The Board of Directors (“the Board” or “Directors”) of Kumpulan
Perangsang Selangor Berhad (“KPS Berhad” or “the Company”) is
delighted to present the Corporate Governance Overview Statement
(“CGOS”) of the Company. This statement provides an overview of the
corporate governance (“CG”) practices and key focus areas of the Board
throughout the financial year ended 31 December 2023 (“FY2023”).
The CGOS is firmly based on the three (3) Principles outlined in the
Malaysian Code on Corporate Governance (“MCCG”), as issued by the
Securities Commission Malaysia (“SC”) as follows:
Board Leadership
and Effectiveness
Effective
Audit and Risk
Management
Integrity in
Corporate
Reporting and
Meaningful
Relationship with
Stakeholders
This CGOS was prepared in accordance with the Main Market Listing
Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa
Securities”), as guided by the Bursa Malaysia Berhad CG Guide 4th
Edition (“Bursa CG Guide”). It is intended to be perused alongside the
Corporate Governance Report 2023 (“CG Report 2023”), prepared in
the prescribed format under Paragraph 15.25 of the MMLR of Bursa
Securities. The CG Report 2023 provides a detailed account of how the
Company applied each Practice of the MCCG throughout FY2023 and
can be accessed on the Company’s website at www.kps.com.my and the
Bursa Securities’ website.
In addition to the CGOS, other reports such
as the Statement on Risk Management and
Internal Controls (“SORMIC”), Board Audit
Committee (“BAC”) Report, Nomination and
Remuneration Committee (“NRC”) Report,
and Sustainability Report should be examined
alongside the CGOS for a comprehensive
understanding of the CG practices at KPS
Berhad. All the Reports are available in this
2023 Integrated Annual Report (“2023IAR”)
and can be accessed on the Company’s
website at www.kps.com.my.
corporate governance
approach
embracing high standards of
corporate governance culture
within the group
The Board is unwaveringly dedicated to
upholding the highest standards of CG by
embracing exemplary practices to ensure
that the Company’s business affairs are
conducted with integrity, transparency, and
professionalism. Actively overseeing the
Company’s CG, the Board consistently refines
existing practices and implements an effective
CG Framework across KPS Berhad and its
subsidiaries (“KPS Berhad Group” or “Group”).
In an ongoing effort to elevate the Company’s
CG standards, the Board consistently reviews,
benchmarks, and enhances governance
structures and processes, aligning them with
global best practices and guidelines.
During the FY2023, KPS Berhad introduced
several new and enhanced CG initiatives at
the Group level. These initiatives include the
establishment of the Task Force on Climate-
Related Financial Disclosure (“TCFD”)
Framework, Organisational Anti-Corruption
Plan (“OACP”), Anti-Harassment Policy
and Data Protection Framework, and the
revision of various policies, frameworks, and
documents. These include the Enterprise Risk
Management (“ERM”) Policy, External Auditors
Assessment Policy (“EAA Policy”), Related
Parties Transactions Policy (“RPT Policy”),
Internal Control Framework Policy (“ICF
Policy”), Board Representative Policy, and
Dividend Policy. The implementation of these
CG initiatives is geared towards ensuring the
Company’s adherence to the latest regulatory
requirements and practices, such as the MMLR
of Bursa Securities, Companies Act 2016
(“CA2016”), and MCCG, in alignment with the
overall business direction of the Company.
KPS Berhad has garnered consecutive
recognition from the National Annual
Corporate Report Awards (“NACRA”) for
Excellence Awards over the past four (4)
consecutive years. KPS Berhad was specifically
acknowledged for excellence awards for its
Annual Report/Integrated Annual Report
2019, 2020, 2021 and 2022 under the category
of companies with a market capitalisation
of less than RM2.0 billion. In February 2024,
the Company was honoured to receive the
‘Bronze’ award at the Anugerah Integriti,
Governans dan Anti Rasuah 2023” (“AIGA
2023”) from Institut Integriti Negara. This
prestigious accolade is a testament to the
Company’s dedication to fostering and
implementing integrity, best governance
practices, and anti-corruption initiatives within
our organisation. The AIGA 2023 specifically
acknowledges outstanding efforts in these
areas by both public and private sectors.
NACRA Award 2023
AIGA Award 2023
chapter 9:
governance
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
206 207
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
Under the KPS-GF, the Board shoulders the responsibility of overseeing the Group’s management and business affairs while
making key policy decisions. To enhance the overall effectiveness of the Board, specific functions have been delegated to
various Board Committees (“BC”), including the BAC, NRC, BGRC, BIRC, SBC, and TBC, as delineated in their respective Terms
of Reference (“TOR”).
Additionally, the Board has entrusted the MD/GCEO with specific powers for day-to-day management, operating within the
approved Limit of Authority (“LOA”). The LOA guides decision-making authority, ensuring that decisions are appropriately
made by entities such as the Board, BC, MD/GCEO, and Management, with clear accountability to the Board.
As a shareholder, KPS Berhad places a strong emphasis on critical areas like strategy, policies, governance (encompassing
internal controls, risk management, compliance, and integrity), audit and financial controls, financial reporting, sustainability,
and performance management. The diagram below depicts the specific roles of the Board at the HC level (KPS Berhad’s level):
Board of Directors at Holding Company
Pre-Investment Post Investment/
Execution
• Deliberate and approve acquisition/diversity
in line with KPS Berhad’s strict investment
criteria
• Determination of reserved matters for all
acquisitions especially:
• Variation of business plan;
• Change of companies structure;
• Threshold of investment or Capital
Expenditure (“CAPEX”);
• Appointment of key personnel; and
• Divestment of assets in total or part
• To approve the financing required for the
proposed acquisition
• Approval and oversight of the overall
strategic direction of the Group e.g Group’s
policies, budget and business plan;
• Approval of reserved matters; and
• Introduction of Group-wide policies
KPS Berhad governance framework
The Board established the KPS Berhad Governance Framework (“KPS-GF”) in 2017, which remains aligned with KPS Berhad’s
current business model and strategy as an investment holding company (“IHC”) with diverse operations across multiple
geographies. This framework aids the Board in ensuring the orderly and effective discharge of responsibilities at investee
company (“IC”), focusing on key areas such as strategy, policy, governance, and the efficient execution of value creation plans
(“VCPs”), as illustrated below:
Managing Director/Group Chief Executive Officer (“MD/GCEO”); Deputy Chief Executive Officer, Finance & Corporate Services (“DCEOFCS”);
Deputy Chief Executive Officer, Strategy and Investments (“DCEOSI”); Executive Committee (“EXCO”); NRC, Board Governance and Risk
Committee (“BGRC”); Board Investment Review Committee (“BIRC”); Sustainability Board Committee (“SBC”); Tender Board Committee (“TBC”);
Strategic Planning and Investment Department (“SPI”); Investor Relations, Sustainability and Communications Department (“IRSC”); Finance
Department (“FD”); Human Resource Development Department (“HRD”); Secretarial Department (“SD”); Legal and Compliance Department
(“LCD”); Risk Management Department (“RMD”); Internal Audit Department (“IAD”); Facilities Management and Administration (“FMA”);
Information and Technology (“IT”); Integrity and Governance Unit (“IGU”); Chief Executive Officer (“CEO”)
*TBC - (Disbanded on 26 March 2024) Regarding the responsibilities of the Board within the IC, each IC has established its delegation of authority and financial limit
as fundamental guiding principles for conducting business and achieving organisational objectives. Each IC Board forms an
EXCO, with members nominated by the respective shareholders based on the applicable shareholders’ agreement. The TOR
for the EXCO governs the roles and responsibilities of each EXCO member within the IC. The implementation of IC plans is
aligned with the Group-wide strategies and policies, and the illustration below depicts the roles of the Board at the IC level:
BOARD OF DIRECTORS Board Committees
MD/GCEO
BOARD
EXCO
CEO
HEADS OF DEPARTMENTS
INVESTEE
COMPANIES
IC 1 IC 2 IC 3 IC 4
OPERATING
COMPANY
BAC
NRC
BGRC
BIRC
SBC
TBC*
Strategy, Policy and Governance
DCEOSI DCEOFCS
Operational
Administratively
SPI
RMDIGU
IAD
Functionally
Functionally
Operational
Functionally
HOLDING
COMPANY
FD
HRD
SD
FMA
IT
LCD
IRSC
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
208 209
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
A
Following the acquisition of an IC, designated Board members from KPS Berhad are appointed as board representatives (“BR”).
The BR take on roles as chairperson and director on the IC Board alongside key management personnel or external experts with
relevant expertise (Subject Matter Expert “SME”). This arrangement is envisioned to strengthen the Holding Board’s oversight
of the overall strategic direction of the Group, covering Group policies, budgets, and business plans. Importantly, it ensures
that the BR fulfil their fiduciary duties by acting in good faith and in the best interests of the IC, aligning with Paragraph 3.02 of
the SC Guidelines on the Conduct of Directors of Listed Corporations & Their Subsidiaries (“SCGCD”) and the Board Charter
of KPS Berhad.
* Details concerning the Departed Practice and the Non-Adoption of Step Ups
can be found in the CG Report 2023.
Board of Directors at Investee Company
Pre-Investment Post Investment/
Execution
• Not Applicable (“N/A”) • Appointment of KPS Berhad Director as
Chairman of IC;
• Formulating business plan and budget aligned
to KPS Berhad’s objectives;
• Ensure Group-wide policies cascaded by KPS
Berhad are adhered to;
• Overseeing and evaluating the conduct of the
business;
• Appointment of independent industry experts as
Independent Non-Executive Director (“INED”) for
the IC (if necessary); and
• Appointment of key Senior Management (“SM”)
underscore that, apart from the standard practices stated in the MCCG,
the Group has adopted three (3) Step Up Practices as an elevated level of
practice, surpassing the predetermined MCCG requirements as detailed
below:
Designated
management
personnel overseeing
the sustainability
matters of the
Company
Designated management personnel overseeing
the sustainability matters of the Company
Nine (9) year tenure limit for Independent
Director (“ID”)
The Board establishes the board risk committee
(known as BGRC)
BOARD LEADERSHIP AND
EFFECTIVENESS
• Board Responsibilities
• Board Composition
• Remuneration
43 Practices
MCCGFY2023FY2022FY2021
5 Step Ups Total: 48
41 – Applied
1 – Departed*
1 – Not Applicable
3 Adopted
2 Not Adopted* 44/48
3 Adopted
2 Not Adopted 44/48
3 Adopted
2 Not Adopted 41/48
41 – Applied
1 – Departed
1 – Not Applicable
38 – Applied
3- Departed
2 – Not Applicable
summary of corporate
governance practices at
KPS Berhad
Throughout FY2023, the Company has
consistently maintained its commitment to the
Practices outlined in the MCCG since its latest
edition issued on 28 April 2021.
Premised on the above, the Board wishes to
The succeeding sections elucidate how KPS Berhad has
implemented the three (3) Principles as per the MCCG:
board responsibilities
i. board charter
In effectively fulfilling the duties
and responsibilities of the Board,
the Board adheres to KPS Berhad
Board Charter. The Board Charter
outlines the roles, powers, duties,
and responsibilities of the Board, BC,
individual Directors, MD/GCEO, and
the Company Secretary. It provides
comprehensive guidelines and
procedures, addressing issues and
matters reserved exclusively for the
Board and its BC to ensure diligent
stewardship. The Board Charter
undergoes periodic reviews to
ensure its continued relevance to the
Company’s objectives and strategies,
aligning with the latest laws, and
regulations. Access to the Board
Charter is available on the KPS Berhad
website at www.kps.com.my.
PRINCIPLE
A
BOARD LEADERSHIP AND
EFFECTIVENESS
• Board Responsibilities
• Board Composition
• Remuneration
PRINCIPLE
B
EFFECTIVE AUDIT AND RISK
MANAGEMENT
• Audit Committee
• Risk Management and Internal
Control Framework
PRINCIPLE
C
INTEGRITY IN CORPORATE
REPORTING AND MEANINGFUL
RELATIONSHIP WITH
STAKEHOLDERS
• Engagement with Stakeholders
• Conduct of General Meetings
Step Up 4.5
Step Up 5.4
Step Up 5.4
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
210 211
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
ii. discharging board responsibilities
The Board assumes complete responsibility for the overall performance of the Group. Mindful of its obligation, the
Board commits to exercising unfettered judgment in good faith, with due care, skill, and diligence as governed under
Sections 211 and 213 of the CA2016. In response to the expanding expectations of Directors’ roles beyond the HC, as
stipulated in the SCGCD, the existing KPS-GF has effectively facilitated a chain of oversight by Directors over the IC.
The Board offers guidance to Management on short and long-term goals, defining the overall strategic direction of the
business. The Board advices on corporate strategic initiatives developed by Management and provides strategies for
management and business development issues. The Board actively monitors Management performance in implementing
these initiatives.
Deliberating and challenging Management’s assumptions, the Board makes decisions on the Company’s annual strategic
initiatives and the business plan proposed by Management. This includes approving the annual capital and revenue
budget for the ensuing year, along with the corporate key initiatives (“CKIs”) and key performance indicators (“KPIs”) for
the Company and the MD/GCEO. This ensures alignment between the CKIs/KPIs and the Company’s annual strategic and
business plan, aiming for the best decisions based on a comprehensive consideration of all relevant aspects.
The Board oversees the Group’s business operations, while the MD/GCEO, with support from Management, is
responsible for managing the Group’s strategic and operational agenda. The implementation of Group strategies and
policies, as agreed upon by the Board, falls under the purview of the MD/GCEO. Management’s performance is evaluated
through quarterly financial reports for both the Company and the Group, along with half-yearly and full-year performance
reviews of the CKIs/KPIs of the MD/GCEO. Quarterly Board meetings provide a platform for the Board to stay informed
about the progress and challenges related to the Company’s strategy, fundamental operational issues, and the Group’s
performance, all based on the approved CKIs/KPIs.
A separate offsite informal session, known as the Board Retreat Session (“BRS”), is scheduled at least twice a year or as
needed. The BRS serves as a platform for the Board, SM, and Heads of Subsidiaries (“HOS”) to deliberate, exchange
views, and brainstorm in formulating strategic initiative plans. This session also involves charting the overall direction of
the Group and reporting progress. In the FYE2023, two (2) BRS were conducted on 7 to 8 July 2023 and 8 to 9 December
2023.
The Board actively exercises oversight of policy and strategy to enhance sustainability at the Group level and across all
subsidiaries. This oversight is pivotal in fostering trust and confidence among shareholders and stakeholders. To this
end, the Board established the Sustainability Policy (“SP”) in November 2018 and subsequently revised on 26 August
2021. The revised SP guides the Group’s commitment to responsible business conduct, integrating Environmental, Social,
and Governance (“ESG”) considerations to drive sustainable development efforts within the Group. KPS Berhad’s Board
adopted the TCFD Framework on 28 August 2023, which led the Company setting up a dedicated TCFD committee
tasked to drive an effective Group-wide response to climate change risks, impacts, and opportunities. One of the
committee’s primary objectives is identifying and assessing climate-related risks across the organisation. This assessment
will enable Management to understand the potential risks and opportunities inherent in the Group’s operations pertaining
to climate change.
Aligned with the SP, the Group is committed to taking significant steps to ensure its activities generate long-term value
for all stakeholders through sustainable development practices. The Group executed its strategy by addressing ESG
risks and opportunities, aligning with its business aspirations and pursuit of operational excellence.
In addition to the above, the Board has diligently fulfilled its duties and responsibilities in the following key areas,
with detailed information provided in the Company’s CG Report 2023, accessible on the Company’s website at
www.kps.com.my:
• Establishing a robust framework for internal controls and risk management across the Group.
• Identifying and comprehending the principal risks associated with the business, recognising the need to make
informed decisions involving appropriate risks, and ensuring effective risk management.
• Collaborating with Management to define the risk appetite and expecting Management to operate with a suitable
risk management framework for identifying, analysing, evaluating, managing, and monitoring significant financial
and non-financial risks.
• Ensuring that SM possesses the requisite skills and experience.
• Instituting a systematic succession planning process for both the Board and SM.
• Implementing procedures to facilitate effective communication with stakeholders.
• Ensuring all directors have the financial literacy to understand financial statements and form informed opinions on
the presented information.
• Safeguarding the integrity of the Company’s financial and non-financial reporting.
• Formulating the Company’s sustainability strategies, priorities, and targets.
iii. board leadership
a. board chairman
Dato’ Setia Haris bin Kasim (“Dato’ Setia Haris”), serving as the Non-Independent Non-Executive Chairman
(“NINEC”), leads the Board with a demeanour that embodies formality, professionalism, and cohesion. Effectively
fulfilling various board duties, roles, and responsibilities, Dato’ Setia Haris has been instrumental in steering the
Board.
His appointment as Chairman on 6 December 2021 marked a significant leadership role. As the Chairman, Dato’
Setia Haris assumes a key position in ensuring the Board’s effectiveness and actively promotes good CG practices.
Responsible for shaping the Board’s agenda, especially in matters reserved for consideration, Dato’ Setia Haris’s
influence is pivotal. The Annual Board Evaluation (“ABE”) results for 2023 reflect his commitment to providing a
conducive environment for all members to voice concerns. In conducting meetings, he ensures ample time for
robust discussions and actively listens to the views raised.
Adhering to Practice 1.4 of the MCCG, Dato’ Setia Haris does not sit as a member of any BC. This practice has been
in place since 2020 to maintaining proper checks and balances and ensures the Board’s objective review of matters
presented by the BC. The detailed roles and responsibilities of the Chairman are explicitly outlined in Clause 3.5.1
of the Board Charter, available on the Company’s website at www.kps.com.my.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
212 213
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
b. demarcation of duties between chairman and md/gceo
The roles of the Chairman and the MD/GCEO are distinctly held by separate individuals, as outlined in Clauses
3.5.1 and 3.5.2 of the Company’s Board Charter. This separation of roles ensures clarity and prevents individuals
from having unchecked decision-making authority, thereby preserving a balance of power within the Company.
Further insights into this separation of powers can be found in Practice 1.3 of the CG Report 2023.
c. company secretary
Selfia binti Muhammad Effendi (“Selfia”), the Company Secretary of KPS Berhad, is duly qualified to serve
as Company Secretary by Section 235 of the CA2016. In her role, she offers advisory services to the Board on
matters related to roles and responsibilities, CG issues, and compliance with relevant laws and regulatory
requirements that impact the Group. Additionally, the Company Secretary efficiently manages all Board and
BC meetings, attends and records proceedings for Board, BC, and general meetings, and facilitates effective
communication within the Board.
Moreover, as a central point for stakeholder communication and engagement on CG matters, the Company
Secretary is crucial in facilitating communication between regulators, the Board, and SM. Ensuring the timely
conveyance of requests and instructions from regulators to the Board and SM, the Company Secretary provides
appropriate advice in the process.
The Company Secretary actively participates in continuous training to stay updated on regulatory changes and
CG developments. Details of the training attended by Selfia are transparently disclosed under Practice 1.5 of the
CG Report 2023.
iv. board administration
a. board meeting
The Board convenes quarterly meetings, with additional special meetings dedicated to specific issues requiring
discussion between these regular meetings. Dates for Board, BC, Pre-Board, Annual General Meeting (“AGM”), and
BRS meetings are preplanned and shared with the Board in November of the preceding year, allowing Directors
sufficient time for attendance planning. Preceding each Board meeting, a Pre-Board session allows Management to
brief the Chairman on upcoming discussion agendas.
To uphold transparency and manage potential conflicts of interest, all Board members declare applicable
interests at every Board and BC meeting, either prior to or at the meeting’s commencement, in addition to the
annual declaration, aligning with KPS Berhad’s Declaration of Conflict-of-Interest Policy (“DCOI Policy”).
The meetings of the Board, BC, and Pre-Board have been convened through a variety of channels, encompassing
virtual, hybrid, and physical platforms, in alignment with the stipulations set forth in Clause 120 of KPS Berhad’s
Constitution.
Throughout FY2023, all Directors met the minimum attendance requirement of at least 50% of the Board meetings
held in 2023, as stipulated under Paragraph 15.05(3)(c) of the MMLR of Bursa Securities, while the overall average
attendance at the BC stood at 97.5%. The comprehensive records detailing Directors’ attendance at Board, BC, and
AGM meetings held in 2023 are encapsulated in the following attendance records:
Directors/
Types of Meetings Board BAC NRC BGRC BIRC SBC +TBC AGM
#DH *3/6 1/1
^NMS 4/6 5/5 2/4 4/4 3/3 1/1
DIH 6/6 4/4 5/5 3/3 N/A 1/1
NK 6/6 4/4 4/4 3/3 1/1
DNA 6/6 5/5 4/4 5/5 N/A 1/1
SS 6/6 5/5 4/4 5/5 N/A 1/1
DSI 6/6 5/5 4/4 5/5 N/A 1/1
$MDGCEO 6/6 1/1
Notes
1. *DH could not attend three (3) out of six
(6) Board meetings in 2023 due to ad-hoc
meetings and attending the State Legislative
matters.
2. #In line with Practice 1.4 of the MCCG, DH
does not sit as a member of any BC. This helps
maintain checks and balances, allowing the
Board to objectively review matters brought
forward by the BC.
3. ^NMS could not attend two (2) out of six (6)
Board meetings in 2023 due to unexpected
circumstances. On 22 March 2024, NMS
resigned as Director of KPS Berhad and
ceased as Member of NRC, BAC, BGRC and
SBC, respectively.
4. +There was no TBC meeting held in 2023.
TBC has been disbanded on 26 March 2024.
5. $AFH, serving as an Executive Director, is not
a member of any BC. Nonetheless, he actively
contributed to BC meetings as an invitee,
offering updates and addressing inquiries
raised by the BC members.
Abbreviation
DH - Dato’ Setia Haris bin Kasim
NMS - Norita binti Mohd Sidek (“Norita”)
DIH - Dato’ Ikmal Hijaz bin Hashim (“Dato’ Ikmal”)
NK - Norliza binti Kamaruddin (“Norliza”)
DNA - Dato’ Noorazman bin Abd Aziz (“Dato’ Noorazman”)
SS - Sharmila Sekarajasekaran (“Sharmila”)
DSI - Datuk Syed Izuan bin Syed Kamarulbahrin (“Datuk Syed Izuan”)
AFH - Ahmad Fariz bin Hassan (“Ahmad Fariz”)
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
214 215
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
v. promoting good business conduct
a. code of business conduct and ethics
The Board instituted the Code of Conduct for Directors (“the Code”) in 2013, with subsequent revisions on
26 August 2021 and 26 August 2022. These revisions aim to align the Code with current provisions of the
CA2016, MMLR of Bursa Securities, MCCG, SCGCD and other applicable laws governing the conduct of
Directors. Rooted in high standards of professional and ethical practices, the Code outlines fundamental guiding
principles and standards applicable to Directors. In the discharge of their duties, Directors are obligated to
consistently adhere to and comply with the provisions of the Code.
Additionally, the Board has established a Code of Conduct for staff (“Code for Staff”), reinforcing principles of
discipline, good business ethics, professionalism, loyalty, integrity, and cohesiveness. These principles are integral
to the success and well-being of the Group. The Code for Staff is an integral component of the Group Scheme and
Conditions of Service, binding all employees to its provisions.
In 2022, the Board approved the establishment of the Code of Business Conduct and Ethics (“COBE”) for
KPS Berhad Group, which provides guidance and sets common ethical standards to promote consistency in
behaviour across all employment levels. The COBE governs the actions and working relationships of the Board
members and Management with employees and in dealings with other stakeholders and, where applicable,
counterparties and business partners.
The Code and COBE are on the Company’s corporate website at www.kps.com.my.
b. whistleblowing policy and guidelines
KPS Berhad is committed to the highest standards of professionalism and ethics in its business and professional
endeavours, aligning with the Group’s core values of PRIDE, RESPECT, INTEGRITY, DISCIPLINE, and EXTRA MILE.
The Company aspires to conduct its affairs with utmost openness, integrity, probity, and accountability, adhering
to ethical, responsible, and transparent practices.
The Board established the Whistleblowing Policy and Guidelines (“WB Policy”) on 25 August 2011. The
Whistleblowing Policy is reviewed at least once every three (3) years or as and when necessary to assess its
effectiveness. The WB Policy was cascaded down to all ICs upon approval by the respective IC Boards.
The WB Policy establishes a framework to encourage responsible whistleblowing without fear for internal and
external stakeholders. It provides a safe and acceptable avenue for raising concerns about alleged improper
conduct, ensuring independent and unbiased addressing of such concerns.
The WB Policy provides the contact details of the Chief Integrity and Governance Officer (“CIGO”) (via email:
integrity@kps.com.my or telephone: +603-5524 8448) and the Chairman of the BGRC (via email: chairmanbgrc@
kps.com.my) as the avenue for stakeholders to raise concerns. During the year under review, there were no concerns
raised.
The WB Policy is accessible on the Company’s corporate website at www.kps.com.my.
b. board committees
The Board has established six (6) BC, each assigned delegated authority for overseeing specific areas. Prior to
each Board meeting, the Chairman of each BC submits reports detailing their deliberations and recommendations
to the Board. Following this, the Chairman of each BC presents the report to the Board and proposes the BC’s
recommendations for approval at the KPS Berhad’s Board meeting. This process enables the Board to provide
comments or views on all BC deliberations.
Outlined below are the total counts of Board, BC, and AGM meetings conducted and hours spent by the Board
during the FYE2023:
c. supply of meeting papers/access to information
In support of a paperless environment and alignment with the Group’s commitment to sustainability, meeting
documents are distributed to the Board and Management using an online platform. This provides secure electronic
access, allowing Directors to examine the documents a minimum of five (5) business days before the meetings.
This proactive approach enables Directors to conduct thorough prior reviews and, if necessary, request additional
information for informed and effective decision-making during the meetings.
Directors possess direct access to Management and unrestricted information related to the Group, ensuring the
effective discharge of their duties. Additionally, they have direct access to the advice and services of the Company
Secretary. Regular updates on new statutory and regulatory requirements concerning the duties and responsibilities
of Directors are provided. Collectively, as a Board, or individually, Directors may seek independent professional
advice at the expense of KPS Berhad to enhance their duties.
All significant deliberations and decisions at Board/BC meetings, including dissenting views and instances where a
Director abstains from voting/deliberating on a conflict-of-interest matter, are meticulously recorded in the meeting
minutes. Draft minutes of Board and BC meetings are circulated via email for review and comments by the Board
and BC members before being presented at subsequent meetings for confirmation and sign-off by the respective
Chairpersons.
Board BAC NRC BGRC BIRC SBC TBC* AGM
Total
Meetings
and hours
spent
6
meetings
5
meetings
4
meetings
4
meetings
5
meetings
3
meetings -1
meeting
28
meetings
16 hours
42 minutes
13 hours
54 minutes
7 hours
58 minutes
7 hours
43 minutes
9 hours
13 minutes
5 hours
30 minutes -
1 hour
50
minutes
62 hrs
50 minutes
*No TBC meeting was held during the FY2023
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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corporate governance overview statement 2023 corporate governance overview statement 2023
b. communication of the company’s sustainability strategies, priorities and targets
The Board ensures the communication of information regarding sustainability strategies, priorities, targets, and
performance against KPIs to internal and external stakeholders through the annual publication of the Company’s
Sustainability Report, coinciding with the release of the 2023IAR.
c. keeping abreast sustainability issues
Understanding the importance of having a solid grasp of sustainability issues relevant to the Group and its
operations, the Board strongly encourages all Directors to participate in training programs focused on sustainability
and climate risk. This effort aims to boost their proficiency in addressing questions and actively contributing to
discussions on sustainability matters.
Additionally, feedback from the Company’s stakeholder engagements on ESG topics is shared with the SBC. The
SBC, in turn, will bring these insights to the Board based on its recommendations. During the FY2023, the Board
members participated in various training programmes related to sustainability matters as outlined in the List of
Training Attended by the Director on page 230 of this 2023IAR.
d. performance evaluation criteria includes sustainability consideration
Given that the responsibility for addressing sustainability risks and opportunities lies with both the Board and SM,
the relevant performance evaluation criteria include sustainability components. This encompasses the Board’s
obligation to ensure that sustainability aspects, particularly ESG, covering risks and opportunities, are considered
by Management when formulating the strategic initiatives of KPS Berhad. This obligation is explicitly stated as one
of the performance evaluations criteria under the ABE of the Company.
Regarding the performance evaluation of SM, sustainability components have been part of the CKIs/KPIs and 360
Feedback for SM and HOS since 2019 to ensure that their activities generate long-term value for all stakeholders
through sustainable development practices. This aligns with the Group’s strategy to address ESG risks and
opportunities, aiming to achieve business aspirations and uphold operational excellence and regulatory compliance.
e. designated personnel managing sustainability
Driving sustainability matters within the Group falls under the purview of the Sustainability Unit within the IRSC.
The Chief Sustainability Officer is accountable for executing the Group’s sustainability policy, overseeing programs
and initiatives related to the Group, and handling statutory sustainability reporting obligations for the Group.
vi. upholding integrity
a. anti-bribery and corruption policy
The Board, on 28 November 2019, established the Anti-Bribery and Corruption Policy (“ABC Policy”) to prevent
corrupt practices, provide adequate safeguard measures and defences against corporate liability for corruption
under Section 17A of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 (“MACC Act 2009)”).
The establishment was in line with the amendment to the MMLR of Bursa Securities on 18 December 2019 on
anti-corruption measures supporting the National Anti-Corruption Plan 2019-2023 (“NACP”). The ABC Policy is
subject to review at least once every three (3) years to assess its effectiveness. The ABC Policy was cascaded down
to all ICs upon approval by the respective IC Boards. The ABC policy is available for reference on the Company’s
corporate website at www.kps.com.my.
b. integrity governance unit
To enhance the Group’s internal controls against corruption, abuse of power, and malpractice, the Board took a
proactive stance on 27 November 2020, established an Integrity and Governance Unit (“IGU”) and appointed a
CIGO and Integrity Governance Officer (“IGO”) for the Group, effective 1 January 2021. This strategic initiative
is in line with the government’s directive requiring all Government-Linked Companies (GLC) to establish an IGU
within their organisations. The establishment of the IGU also aligns with the principles outlined in the Guidelines for
Adequate Procedures issued by the Prime Minister’s Department on 10 December 2018 under Section 17A(5) of
the MACC Act 2009. Notably, during FY2023, no corruption matters were reported to the MACC by the IGU.
c. organisation anti-corruption plan 2023-2026
In line with the NACP, the Board, on 28 August 2023, established the Organisation Anti-Corruption Plan 2023-
2026 for KPS Berhad to reflect the Company’s commitment and professionalism in creating a work environment
of integrity, corruption-free and good corporate governance in a transparent and accountable manner. The OACP,
as a policy document, outlines the initiatives and actions to be taken by KPS Berhad to create a corruption-free
environment and to make integrity a culture within KPS Berhad.
vii. governing sustainability
a. company’s sustainability strategies, priorities and targets
The Board oversees sustainability practices within the Group, which involves defining the Company’s
sustainability strategies, priorities, and targets. In carrying out its duties, the Board integrates sustainability
considerations into the development and execution of the Company’s strategies, business plans, and risk
management. Assisting the Board in this role is the SBC, predominantly comprising independent Board
members, who directly oversee the implementation of sustainability policy, strategies, and managing sustainability
materiality matters, priorities, and targets.
The SBC meets at least twice a year, while informal consultations between Management and external stakeholders
occur throughout the year. Furthermore, the Corporate Sustainability Champion (“CSC”) Committee includes
representatives from cross-functional Heads of Departments (“HOD”) and HOS. The CSC Committee meets
twice yearly to deliberate on significant ESG risks and opportunities, identifying and assessing them before
presenting recommendations to the SBC. Subsequently, the SBC provides guidance to Management on appropriate
initiatives and solutions based on these recommendations.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
218 219
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corporate governance overview statement 2023 corporate governance overview statement 2023
• human capital, culture & succession
• communication
• project management
• investor relations & stakeholders management
• conflict & dispute resolution
• financial reporting
• sales and marketing
• corporate finance
• sustainability (esg) management
• legal, compliance & regulatory requirements
• international business relations
• investment management
• accounting
• audit
• information technology
• taxation
• treasury management
• production and quality assurance
• others - branding
• others - reputation management
• others - networking with authorities &
relationship building
• corporate governance
• strategic planning and business strategy
• corporate governance
• strategic planning and business strategy
board composition
i. board composition
The Board emphasises the importance of diversity in its composition considering skills, competencies, experience,
industry background, gender, age, ethnicity, and nationality as crucial factors for maintaining a competitive advantage
and ensuring balanced and effective decision-making processes.
In this context, facilitated by the NRC, the Board conducts an annual review of the Board composition through the ABE
exercise. This evaluation aims to ascertain whether the Board’s size and diversity align appropriately with the Company’s
objectives and strategic goals.
In the FY2023, the Board is led by a NINEC, comprising seven (7) Non-Executive Director (“NED”)s and an MD/GCEO.
Among them, five (5) are IDs, and three (3) are Non-Independent Director (“NID”)s. The current composition of IDs
surpasses the minimum requirement outlined in Paragraph 15.02 of the MMLR of Bursa Securities, which stipulates
that at least one-third (1/3) of the Board of Directors should be IDs, including one (1) woman Director. A substantial
proportion of IDs ensures adequate checks and balances in the Board’s operations, instilling confidence in investors
regarding KPS Berhad.
Concerning the composition of the Board from the perspective of skills and competencies, the Board firmly believes
that the current composition is appropriate and well balanced. It encompasses professional with expertise in strategic
planning, business strategy, corporate governance, human capital, culture, succession, change & transformation, risk
management, internal controls, conflict and dispute resolution, investor relations and stakeholders management,
project management, communication, sustainability management, corporate finance, sales & marketing, international
business relations, legal, compliance & regulatory requirements, accounting, audit, information technology, treasury
management, taxation, production & quality assurance, reputation management, networking, and branding. This diverse
range of skills and experience fortifies the Board, providing the necessary strength to guide the Company in achieving its
objectives and ensuring it remains under the steadfast control of a responsible and proficient Board.
ii. board diversity
On 28 April 2015, the Board instituted the Board Diversity Policy (“BD Policy”) and revised on 30 May 2019 to broaden
the scope of diversity, encompassing skill, expertise, experience, and independence, in addition to gender, age,
an ethnicity. The expansion aimed to foster boardroom diversity, contributing to KPS Berhad’s sustained competitive
advantage. On 26 August 2022, the Board endorsed the second revision of the BD Policy, in line with the KPS Berhad
Internal Document Policy’s requirement, which necessitates a review of all policies at least once every three (3) years.
Additionally, the SM Gender Diversity Policy was established in November 2021 to guide Management on selecting
talents based on a balanced mix of skills, competencies, knowledge, and contributions to the Company.
During the FY2023, the landscape of KPS Berhad’s Board diversity is outlined below:
gender ethnicity age group category of directorsnationality
5 7 1 183 1 3 14 5 1
Male Malay 40-49 NINECMalaysianFemale Indian 50-59 NINED60-75 INED MD/GCEO
INED (Inclusive of 1 Senior Independent Director “SID”)
iii. board skills matrix
A Board Skills Matrix (“BSM”) was developed in 2017 to serve as a reference to discover the skills, knowledge, experience,
capabilities, and industry background of the existing Board members as well as the desired Board composition required
by the Company to enable the Board to meet both current and future challenges of the Group. Besides that, the BSM
reveals the appropriate mix of skills, expertise, and experience required to address existing and emerging business and
governance issues.
As there have been no changes in the composition of the Board since 2022, the profile of skills, experience, and industry
background within the Board remains consistent with previous years, as illustrated below:
skill competencies of the board
88%
75%
71%
58%
54%
50%
46%
42%
25%
13%
83%
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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corporate governance overview statement 2023 corporate governance overview statement 2023
experience of the board
industry exposure of the board
iv. tenure of independent directors
The Independent Director Tenure Policy (“IDT Policy”) was established by the Board in 2018 and underwent revisions
on 25 February 2021 and 26 February 2024. The IDT Policy stated a maximum tenure of nine (9) years on ID without
further extension, aligning with Step Up Practice 5.4 of the MCCG adopted by the Company. As of FY2023, none of the
ID have surpassed the specified nine (9)-year limit set by the IDT Policy. The IDT Policy is accessible on the Company’s
corporate website at www.kps.com.my.
Presented below are the tenure details for KPS Berhad’s INEDs:
Dato’ Ikmal
6 Years 3 Months
Norliza
5 Years 11 months
Dato’ Noorazman
4 Years 3 Months
Sharmila
2 Years 6 Months
Datuk Syed Izuan
1 Year 7 Months
Tenure of INED: 5 INED (as of March 2024)
v. board appointments
The responsibility of reviewing the Board’s composition and identifying and recommending suitable candidates for
directorship lies with the NRC. The Board mandates the NRC to evaluate candidates based on merit and objective
criteria it has developed, ensuring a formal and transparent process. The assessment encompasses the candidate’s
skills, knowledge, experience, competencies, age, cultural background, gender, time commitment (number of
directorships held), integrity, and professionalism.
The Board has implemented a transparent and well-defined nomination process for appointing new Directors,
comprising eight (8) stages as outlined below:
Background screening and verification
Final deliberation by the NRC
Recommendation by NRC
to the Board for decision
Formal invitation by
the Chairman of the
Board/SID
1
2
Identification/source of candidates (nomination
by existing Director, Independent Search firm,
Major Shareholder or Management)
Process of
appointing
new
Directors
3
4Interview by the NRC
5
6
7
8
Undergo Board Induction Program
Evaluation of suitability of
candidates (based on the selection
criteria taking into consideration
the latest BSM and the current/
future needs of the Company)
• Public/Public Listed Company
• professional and support services (consulting
and advisory)
• human capital
• Professional Services/Bodies
• manufacturing
• corporate finance
• telecommunication & media
• International Posting: United States of
America, Singapore, Hong Kong
• trading
• infrastructure & utilities
• transportation & logistics
• information technology & digital technology
• oil & gas
• water & sewerage
• electricity & power generation
• others - currency & commodity
• Government/ Government Agencies/
Regulatory Bodies
• investment holding & property investment
• Private Companies
• banking & finance
83%
83%
71%
58%
54%
54%
33%
50%
46%
29%
17%
8%
79%
71%
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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corporate governance overview statement 2023 corporate governance overview statement 2023
nomination and remuneration committee report
(pursuant to paragraph 15.08(a)(3) of the mmlr of bursa securities)
background
The Nomination Committee (NC) and Remuneration Committee (RC) were established by the Board in 2003 and
subsequently merged on 29 August 2018 to constitute the NRC. The objective of the merging was to streamline operations
and enhance practicality. The responsibilities for nomination and remuneration were later unified, and the same members
were assigned responsibilities for both areas.
composition
Dato’ Ikmal, a SID, chairs the NRC with support from three (3) members, all of whom are IDs. As the NRC Chairman,
Dato’ Ikmal oversees succession planning of the Board and Management and the appointment of the Board
members, SM, and HOS. Additionally, he leads the annual review of Board effectiveness, ensuring that each Director’s
performance is independently assessed. The composition of the NRC adheres to Paragraph 15.08A(1) of the MMLR of
Bursa Securities and Practice 5.8 of the MCCG, as summarised below:
When seeking candidates for Director’s appointments, the Board looks beyond recommendations solely from
existing directors, management, or major shareholders. Instead, the candidates could be sourced from independent
professional search firms, considering performance criteria and the expected roles and capabilities required by
the Company. For instance, Dato’ Ikmal and Sharmila were previously sourced through the Institute of Corporate
Directors Malaysia (“ICDM”).
Regarding the appointment of MD/GCEO and HOS, the NRC is tasked with conducting a thorough assessment based on
merit and against objective criteria established by the NRC/Board. This process is carried out formally and transparently,
considering diversity in skills, experience, age, cultural background, and gender, along with an assessment of the
candidate’s professionalism and integrity. When renewing the contract of the MD/GCEO, the NRC also assesses the past
trend achievements by considering CKIs/KPIs results and other non-financial accomplishments. These evaluations form
the basis for the NRC’s recommendation to the Board for approval.
vi. re-election of director
In accordance with Clause 76(3) of the Company’s Constitution, one-third (1/3) of the Directors are due for retirement
by rotation at the Company’s AGM. The NRC will comprehensively evaluate the eligibility of Directors seeking
re-election, considering their performance, recent individual evaluation results, contributions to Board dynamics and
participation, competency and capability, time commitment, independence, and objectivity.
During FY2023, the Board concurred with the NRC’s recommendation to consider the re-election of Directors retiring
under Clause 76(3) of the Constitution, specifically Dato’ Ikmal and Norliza, while Datuk Syed Izuan retires under Clause
78 of the Constitution. The retiring Directors have abstained from participating in discussions and decisions concerning
their re-election during the relevant Board meeting.
Meanwhile, at the forthcoming 47th AGM scheduled to be held on 27 May 2024, three (3) Directors, namely, Dato’
Setia Haris and Sharmila will stand for re-election by rotation under Clause 76(3) while Ts. Saipolyazan bin Mat Yusop
(“Ts. Saipolyazan”), who was appointed on 22 March 2024, shall retire pursuant to Clause 78 of the Constitutions,
respectively. They had undergone a similar evaluation process by the NRC. The NRC will then recommend to the Board
for concurrence and shareholders’ approval.
vii. directors’ fit and proper policy
In accordance with Paragraph 15.01A of the MMLR of Bursa Securities, the Board established the Directors’ Fit and
Proper Policy (“DFP Policy”) for the KPS Berhad Board on 16 June 2022. The DFP Policy was subsequently extended to
the subsidiaries to ensure that any individual appointed, elected, or re-elected as a Director of the Group possesses
the essential qualities, character, integrity, competency, and time commitment required to fulfil responsibilities effectively.
During the financial year under review, Dato’ Ikmal, Norliza and Datuk Syed who are subject to re-election pursuant to the
1/3 rule, have met the character, integrity, experience, competencies, and time commitment criteria set out in the DFP
Policy. Access to the DFP Policy is provided on the Company’s corporate website at www.kps.com.my.
Name Designation Attendance
Dato’ Ikmal, Chairman SID 4/4
Norliza, Member INED 4/4
Datuk Syed Izuan, Member INED 4/4
^Norita, Member NINED 2/4
+Sharmila, Member INED N/A
terms of reference
The NRC is governed by its own TOR, which aligns with the requirements of the MMLR of Bursa Securities and Practices
specified in the MCCG. The NRC TOR is available on the KPS Berhad’s website at www.kps.com.my.
key objectives of NRC
The primary objectives of the NRC concerning the nomination are:
• Assessing the abilities of existing Directors to contribute to effective decision-making within the Board;
• Identifying, recommending the appointments of Directors and orientating new Directors;
• Identifying the mix of skills and experience and other qualities the Board requires for it to function completely and
efficiently;
Notes:
^ Ceased as Member of NRC on 22 March 2024
+ Appointed as Member of NRC on 26 March 2024
* Attendance of meetings are based on the number of meetings held during the time of Director held office
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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corporate governance overview statement 2023 corporate governance overview statement 2023
• Identifying, assessing and recommending the NEDs/ external experts as BR to sit on the boards of subsidiaries
and/or associate companies;
• Reviewing and recommending to the Board the executive appointments of the MD/GCEO of KPS Berhad; and
• Identifying, reviewing and recommending to the boards of subsidiary companies the prospective independent
non-interested candidate(s) with experience and/or relevant expertise.
While the primary objectives of NRC concerning remuneration function are as follows:
• Reviewing and recommending to the Board the remuneration packages for the NEDs, members of BC and the MD/
GCEO of KPS Berhad; and
• Ensuring that the MD/GCEO of KPS Berhad is fairly rewarded for his/her performance and encouraging him/her to
act in ways that enhance the Company’s long-term profitability, sustainability, and value.
NRC meetings
During the FY2023, there were four (4) NRC meetings held as below and three (3) NRC Circular Resolutions (“CRs”) were
passed for urgent proposals:
The MD/GCEO and DCEOFCS attended meetings of the NRC, and other SMs may be invited, when necessary, to
contribute to in-depth discussions.
matters reviewed at the NRC meetings/via NRC CR
Throughout 2023, the key matters reviewed and deliberated by the NRC were as follows:
• Assessment of 2022 CKIs/KPIs for the MD/GCEO of KPS Berhad;
• Proposed 2023 CKIs/KPIs for the MD/GCEO of KPS Berhad;
• Performance Bonus for the year ended 31 December 2022 and 2023 Performance Increment of KPS Berhad;
• Performance Bonus for the year ended 31 December 2022 for the MD/GCEO of KPS Berhad;
• Establishment of a Long-Term Incentive Plan (“LTIP”) for KPS Berhad;
• Application for Directorship from the second largest substantial shareholder of KPS Berhad;
• Revision of the Senior Management Remuneration Policy (“SMR Policy”) of KPS Berhad;
• AGM Matters:
a) Re-election of Directors who were retiring under Clause 76(3) and 78 of the Company’s Constitution;
b) Directors’ Remuneration for 2023/2024; and
c) Notice of 46th AGM.
• Proposed Appointment of Senior Independent Director;
• Results of the ABE of KPS Berhad for the financial year ended 31 December 2022;
• Appointment of BR in MDS Advance Sdn Bhd;
• Review of existing ABE of KPS Berhad and Proposed ABE for 2023 by an Independent External Consultant;
• Review of revision of BR Policy of KPS Berhad;
12 January 2023 14 February 2023 22 March 2023 17 August 2023
• Revision of the Performance Management System Policy of KPS Berhad;
• Status Update of 2023 CKI/KPI for the MD/GCEO as of 30 June 2023;
• LTIP Pay-out for KPS Berhad Employees;
• Establishment of LTIP for HOS (Century Bond Berhad, Toyoplas Manufacturing (Malaysia) Sdn Bhd and Kaiserkorp
Corporation Sdn Bhd);
• Status update of the 2022 Talent Management & Succession Planning for the Group (for SM and HOS);
• Change of BR in Associate Companies (SPLASH and SPRINT); and
• Appointment of Aqua-Flo Sdn Bhd’s CEO.
viii. annual board evaluation
The Board entrusts the NRC with the responsibility of conducting the ABE assessment to evaluate the Board’s performance
annually. In the current year, the Board appointed an external independent consultant to facilitate the ABE exercise for
the financial year ending 31 December 2023. This aligns with Practice 6.1 of the MCCG which recommends that large
companies should engage independent experts at least once every three years for an objective and candid evaluation.
Even though KPS Berhad is not under the ‘large’ company categorisation, this initiative underscores the Board’s steadfast
commitment to upholding the highest CG practices standards at the organisation.
Broadly, the ABE aims to achieve the following:
• Provide valuable insights to the Board, BC, and Individual Directors, serving as a foundation for the progression
towards a high-performing board;
• Assess the Board’s effectiveness by considering ten (10) key board effectiveness parameters and ensuring
compliance with diverse regulatory requirements and guidelines applicable to KPS Berhad;
• Identify areas requiring improvement and present optimal recommendations and strategies for enhancing the
Board’s performance and its objectives and
• Evaluate the effectiveness of Individual Directors, pinpointing areas for improvements and additional development.
The review approach and methodology used for the ABE was as follows:
Document Review
Online Questionnaires
Confidential Interviews
Compliance Assessment
Observation & Evaluation
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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corporate governance overview statement 2023 corporate governance overview statement 2023
The ABE encompasses a comprehensive strategic-level evaluation, providing insights to prioritise critical strategic issues
and recommend actionable plans to enhance board effectiveness. It evaluates attributes across ten (10) key board
effectiveness parameters, aiming to elevate the overall performance of the Board as follows:
Following the completion of the evaluation process, the independent consultant conducted a briefing session with the
NRC and Board, presenting the final report that delineates detailed findings and corresponding recommendations,
which are benchmarked against local regulatory requirements and CG best practices.
Subsequently, the Board, facilitated by the NRC, examined the results of the ABE 2023, acknowledging the overall findings
and recommendations as summarised below:
i) The KPS Board of Directors is led by a capable and well-respected Chairman and supported by six (6) BC.
• The Board is an engaged and consensual board working in harmony and has forged a relationship among
members and management built on trust, openness and respect. There are open discussions and consensus-
driven decision-making.
• Overall, the Board is well-run, maintains strong governance and adheres to processes.
• The Board is confident that it can continue relying on KPS Berhad’s Management to manage the business,
operations, and investments effectively.
ii) Collectively, the KPS Berhad Board meets the criteria of a high-performing organisation, with no significant concerns
identified in evaluating KPS Berhad’s Board effectiveness. Nonetheless, there is room for the Board to implement
improvements that could further enhance its overall performance.
iii) Through the analysis of the survey ratings of the Board and Senior Management Team (“SMT”) to specific questions,
the respondents’ comments and insights distilled from the one-on-one interviews and sighting of the KPS Berhad
board minutes documentation surfaced a few themes or considerations the Board may want to review under the ten
(10) board parameters.
iv) Several enhancements on Board strategy discussion, BC structure, Board development plan and expansion of the
stakeholder engagement channels will be carried out collectively by the Board, BC and SMT.
As for the individual directors’ performance, the NRC/Board is satisfied with the performance of each director. Given that
the evaluation is linked to the respective Director’s performance, the NRC/Board will review the results and identify areas
for improvement by attending the relevant professional development program/training to close the gap. To facilitate the
process, the Company Secretary will distribute the Training Requirements Feedback Form to all the Directors to identify
suitable training/programs they require.
The results of individual director’s evaluations shall also form part of the justification for the NRC’s recommendations to
the Board for the re-election of Directors at the AGM.
ix. directors’ continuous education programme (paragraph 15.08 of the MMLR of Bursa
Securities)
In line with Paragraph 15.08 of the MMLR of Bursa Securities, the Directors of KPS Berhad recognise the importance and
value of attending conferences, training programmes and seminars to keep abreast of the development and changes in
the Group’s industry, as well as updates on new statutory and regulatory requirements. Ts. Saipolyazan who was appointed
as Director on 22 March 2024, will be attending the Mandatory Accreditation Program I (“MAP I “) on 29 to 30 April 2024.
Besides that, the Directors are also regularly updated by the Company Secretary on any change to regulatory requirements/
governance practices which affect the Directors. The SD’s office facilitates the Board by organising internal training and
coordinating external programmes, training sessions, briefings, workshops, and seminars relevant to the Directors.
Throughout FY2023, the SD had organised two (2) internal training series while the LCD team organised one (1) for the
Board and SM of KPS Berhad on the following topics:
• Task Force on Climate-Related Financial Disclosures;
• Board Evolution: “Non-Executive Directors’ Excellence and Dynamics Decoded” and
• Anti-Bribery and Corruption Talk: “Tumbuk Rusuk Pengkisahan Dari Tirai Besi”.
Board Committees
Board’s Pandemic/Crisis Management Response
Board Leadership
Board Composition, Skills and Development
Board Governance Oversight and Processes
Board Agenda, Minutes and Information
Board Dynamics and Culture
Board and Management Relationship
Board and Stakeholder Engagement
Board Sustainability Matters
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
228 229
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KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
Details of training programmes attended by the Board members in 2023 were as follows:
Directors Course/Training Attended Date Organiser
Dato’ Setia Haris Board Evolution: "Non-Executive Directors’ Excellence and
Dynamics Decoded”
3 October 2023 KPS Berhad
Norita Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Board Evolution: “Non-Executive Directors’ Excellence and
Dynamics Decoded”
3 October 2023 KPS Berhad
Anti-Bribery and Corruption Talk: “Tumbuk Rusuk
Pengkisahan Dari Tirai Besi”
13 October 2023 KPS Berhad
Violations of the CA2016- Oversights by Directors and
Secretaries
16 October 2023 MAICSA
Dato’ Ikmal Hijaz Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Advocacy Sessions for Directors and CEOs of Main Market
Listed Issuers
19 September 2023 Bursa Malaysia
Board Evolution: “Non-Executive Directors’ Excellence and
Dynamics Decoded”
3 October 2023 KPS Berhad
Norliza Product Update - Update on Vuse 29 May 2023 BAT Malaysia
Global Board of Directors Transformation Masterclass 30 May-1 June 2023 Corporate World
Intelligence
Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Mandatory Accreditation Programme Part II 8 –9 November 2023 ICDM
Cybersecurity – A Boardroom Agenda 4 December 2023 ICDM
Chairman’s Masterclass Driving Sustainability from the Chair 5 December 2023 ICDM
Sharmila Roundtable and Bilateral Strategic Sharing on Legal Response
Network - The Experiences in Malaysia and Indonesia
18 January 2023 Kemban Kolektif PLT
Global Environmental Governance Developments:
Opportunities for Southeast Asia
2 February 2023 Asian Research
Institute for
Environmental Law
United Nations Development Programme (“UNDP”):
Validation Meeting for the National Baseline Assessment on
Business and Human Rights
24 February 2023 UNDP
Climate Governance Malaysia (“CGM”): RSPO RTD on
Sustainability
20 March 2023 CGM
Navigating the ESG Risk in the Supply Chain 11 April 2023 ICDM
A Dialogue with Bursa Malaysia – FTSE4GOOD ESG Rating for
All PLC
14 April 2023 Bursa Malaysia
Balancing Cooperation, Competition and Green Marketing
when Meeting the ESG Agenda
25 May 2023 ON24
Board Audit Committee Dialogue and Networking:
A Serious Allegation Is Reported – What Should Boards Do?
6 June 2023 ICDM
Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Directors Course/Training Attended Date Organiser
Sharmila An Ecosystem Approach to Labour Rights and Ethical
Recruitment in Malaysia
7 August 2023 Thomson Reuters
Foundation
ASB: Sustainability in the Digital Age 1 4 September 2023 Asia School of
Business (“ASB”)
CGM: National Climate Governance Summit 5 – 7 September 2023 CGM
CIMB: Cooler Earth Summit 11 – 12 September
2023
CIMB Bank Berhad
Board Evolution: “Non-Executive Directors’ Excellence and
Dynamics Decoded”
3 October 2023 KPS Berhad
Dato’ Noorazman Integrity, Governance and Anti-Corruption Training: ”Ethics
in Leadership, Overcoming Abuse of Position and Conflict of
Interest”
13 January 2023 Kumpulan Wang
Persaraan (“KWAP”)
Eminent Talk Series 8 February 2023 INCEIF University
ESG – Emerging Risk and Climate Change 1 March 2023 CTOS / Creador
Climate Change and Environmental Impact 2 June 2023 Sun Life, Canada
INCEIF Discourse Series 6: Tan Sri Nor Yakcop on “Islamic –
Finance in Malaysia: Going Forward”
7 June 2023 INCEIF University
MUFG Financial Crime Compliance Training – Annual FCC
Awareness Session for Board
8 June 2023 MUFG Bank
(Malaysia) Berhad
FIDE Forum: Understanding the Impact of Digital
Transformation in the Financial Industry – What Board
Members Need to Know
13 June 2023 The International
Compliance
Association
Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Chairperson Masterclass Series: Sealing Up the Circular
Economy by Ashleigh Morris
30 June 2023 SC
INCEIF Discourse Series 7: The Grand Design of Islamic
Finance – The Tone at the Top by Tan Sri Dr Mohd Daud Bakar
6 July 2023 INCEIF University
Cybersecurity Training by Mr Abhay Raman, CEO, Sun Life
Canada
12 July 2023 Sun Life Malaysia
Assurance Berhad
Public Lecture: Islam and Inequality: What Economics
Finance from An Islamic Perspective Can Do
26 July 2023 INCEIF University
KWAP Board & Investment Panel Training on Sustainability 9 August 2023 KWAP
KWAP Board & Investment Panel Training on Cyber Security 13 September 2023 KWAP
Fiduciary Duty on Climate Risk Management 16 October 2023 KPMG/Sun Life
Malaysia Assurance
Berhad & Sun Life
Malaysia Takaful
Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
230 231
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KPS Berhad
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KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
remuneration
The NRC is tasked with formulating and evaluating remuneration benefits and policies for Directors and SM at levels that are
fair and equitable. The goal is to attract and retain Directors and SM of exceptional quality to effectively guide the Group.
Throughout this process, the NRC considers aspects such as fiduciary obligations and responsibilities, time commitment,
business complexities, the nature of and changes in business/market environments, the Company’s performance, and the skills
and experience expected from the Directors and SM.
Guided by the above, the Company established the Directors’ Remuneration Policy (“DR Policy”) on 26 February 2018,
subsequently reviewed on 7 June 2022, while the SMR Policy was established on 30 March 2018 and revised on 29 March 2022
to align remuneration benefits with current market practices and business needs.
The above policies reinforce the Company’s key strategic initiatives and business objectives, fostering a high-performance
culture among the Board and SM. The implementation of these policies is also anticipated to attract, motivate, and retain
talent, promote business sustainability and growth, support the Company’s long-term success, and align with market/industry
practices. The DR and SMR policies, respectively, can be accessed on the Company’s corporate websites at www.kps.com.my.
i. the remuneration structure for the NED of KPS Berhad is as follows:
a) Directors’ Fees & Meeting Allowance
The fee payable to the NEDs shall be a fixed sum and shall not be based on a commission or percentage of profits
or turnover. The fees and any benefits payable to the NEDs shall be subjected to annual shareholders’ approval at a
general meeting pursuant to Section 230(1) of the CA2016.
Directors Course/Training Attended Date Organiser
Datuk Syed Izuan Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Board Evolution: "Non-Executive Directors’ Excellence and
Dynamics Decoded”
3 October 2023 KPS Berhad
Anti-Bribery and Corruption Talk: “Tumbuk Rusuk
Pengkisahan Dari Tirai Besi”
13 October 2023 KPS Berhad
Ahmad Fariz Task Force on Climate-Related Financial Disclosures 27 June 2023 KPS Berhad
Board Evolution: "Non-Executive Directors’ Excellence and
Dynamics Decoded”
3 October 2023 KPS Berhad
Directors’ Fee
Quantum per
Annum (RM)
Meeting Allowance (RM)
Board BAC NRC, BGRC, BIRC, SBC, TBC
Chairman of the
Board/Chairman of BC 150,000 3,500 3,000 2,000
Member 120,000 2,500 2,000 1,500
Any proposed revision to the Directors’ Remuneration shall be deliberated and recommended by the NRC and
concurred by the Board before presenting it to the shareholders for approval at the general meeting. NEDs are not
eligible for performance-based bonuses. The Company may extend the participation of the Share Issuance Scheme
or any other short-term and/or long-term incentive plans to NEDs subject to provisions outlined in the MMLR of
Bursa Securities.
ii. the remuneration structure for MD/GCEO
Regarding the remuneration of the MD/GCEO, it will be addressed in the MD/GCEO’s service contract. The remuneration
packages for the MD/GCEO (and of members of SM or any other individual, as defined by the Board) should maintain
a balance between fixed and performance-linked (variable) components but should not include a commission or a
percentage of turnover.
The distribution of fixed and variable remuneration for target performance is dependent on the level of responsibility, the
complexity of the role, and typical market practices. Deliberation and recommendation of the MD/GCEO’s remuneration
will be undertaken by the NRC and subsequently approved by the Board.
Detailed disclosure on a named basis for the remuneration of each Director, encompassing fees, meeting allowances,
and other benefit-in-kind (BIK), is provided under Practice 8.1 of the Company’s CG Report 2023.
B
EFFECTIVE AUDIT AND
RISK MANAGEMENT
• Audit Committee
• Risk Management and
Internal Control Framework
board audit committee
As one of the key BC, the BAC is entrusted with supporting the Board in the effective discharge of its fiduciary responsibilities
concerning financial reporting and the establishment of robust internal controls within the Group. Throughout the year, the
BAC addressed issues related to financial reporting, external and internal audit findings, related party transactions, and internal
control, all in alignment with the mandate outlined in its TOR.
During the financial year under review, the BAC has offered valuable and insightful recommendations and perspectives to
assist the Board in making well-informed decisions. These contributions have played a significant role in the Board’s discussions
on the high-level review of the financial reporting process and financial statements. While assisting the Board in overseeing
the financial reporting process and ensuring the quality of the Group’s financial reporting, the BAC diligently monitored and
reviewed the accuracy and integrity of both annual and quarterly financial statements. Additionally, the BAC assisted the Board
in evaluating the appropriateness of accounting policies applied by the Group and any changes made to these policies.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
232 233
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KPS Berhad
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KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
i. composition
During the financial year under review, the BAC comprises four (4) NEDs, of whom three (3) are INEDs and one (1) a
NINED, which is in line with Paragraph 15.09(1)(b) of the MMLR of Bursa Securities, which stipulates that all the BAC
members must be NEDs, with the majority of IDs. The Chairman of the BAC is Datuk Syed Izuan, who is an INED and is
not the Chairman of the Board. This is to promote robust and open deliberations by the Board on matters referred by the
BAC. Datuk Syed Izuan is a member of the MIA, a fellow Member of the ACCA, UK, and ICDM, respectively and a member
of the Malaysian Institute of Certified Public Accountants (“MICPA”).
ii. cooling-off period and assessment of external auditors performance
The policy mandating a cooling-off period of three (3) years for former partners of the Company’s external audit firm has
been established and incorporated into the BAC’s TOR since 25 February 2021, aligning with the MIA By-Laws, Section
540.5. This measure is implemented to uphold external auditors’ objectivity, independence, and effectiveness. Currently,
none of the BAC members has served as a former key audit partner for the Company’s external auditors. The BAC TOR is
accessible on the Company’s corporate website at www.kps.com.my.
In evaluating the suitability, objectivity and independence of external auditors, the BAC is guided by the Company’s
External Auditors Assessment Policy (“EAA Policy”), which was established on 29 March 2017 and revised on 27 November
2020 and 28 August 2023, respectively. In its evaluation, the BAC would determine that the audit and non-audit services
provided by Messrs BDO PLT (“BDO”) for the Company in a given financial year do not compromise their objectivity and
independence as external auditors of the Company.
Furthermore, the Board, on 29 August 2018, established the Policy on Appointment of Existing External Auditors for
Non-Audit-Related Services (“NARS Policy”), which was subsequently revised on 27 May 2021 and 26 February 2024. The
NARS Policy outlined that the total engagement fee for appointing external auditors for non-audit-related services should
not exceed 30% of the overall audit fees payable to external auditors. If it exceeds this 30% limit, the approval of the BAC
is required. This measure aims to preserve the independence and objectivity of the external auditor, ensuring that there
is no compromise. Additionally, a transparent reporting process is in place for the BAC to oversee and ensure external
auditors’ compliance with the NARS Policy.
iii. continuous professional development of BAC members
Recognising the increasing responsibilities placed on BAC members, the BAC values the importance of continuous
training and professional development. This ensures that members stay informed about relevant changes in accounting
and auditing standards, practices, and rules, enabling them to effectively fulfil their roles and contribute positively to the
BAC. Detailed information on the training programs attended by the BAC members during FY2023 is available under
Practice 9.5 of the Company’s CG Report 2023.
iv. BAC performance evaluation
In accordance with Paragraph 15.20 of the MMLR of Bursa Securities, the NRC and Board evaluates the term of office and
performance of the BAC and its members. This assessment aims to determine the financial literacy levels of members,
their ability to ask probing questions, competence in handling complex issues, and their skills and knowledge to fulfil
duties under the TOR.
Regarding the financial literacy of BAC members, the Board noted that all members possess the necessary financial
knowledge and literacy. They demonstrate the ability and competence to read, analyse, and interpret financial statements,
including the Company’s statement on its financial position, statement of comprehensive income, statement of changes
in equity, cash flow statement, notes to the statements, cost accounting, budgets, and management discussion and
analysis. The BAC members’ accountability in discharging their duties and responsibilities is governed by the BAC’s TOR,
as mandated under the MMLR of Bursa Securities and Principle B of MCCG. Further details on the BAC’s performance in
discharging its duties in FY2023 are provided in the BAC Report of this 2023IAR.
financial report
The Board takes on the responsibility of ensuring that the annual audited financial statements and interim financial results
comply with the CA2016 and the applicable financial reporting standards in Malaysia. This involves implementing all necessary
measures to ensure the consistent application of relevant accounting policies, supported by reasonable and prudent judgment
and estimates.
risk management and internal control framework
i. establish an effective risk management and internal control framework
The Board remains steadfast in its commitment to uphold robust and effective risk management and internal control
framework and procedures encompassing financial, operational, regulatory, compliance, governance, and sustainability
aspects. This dedication aims to safeguard shareholders’ investments, protect the Group’s assets, and ensure the
dependability of financial statements. Additionally, internal control is emphasised for both business management and
operational techniques. It is essential to recognise that while the internal control system is tailored to meet the Group’s
needs and address risks that could hinder business objectives, it cannot completely eliminate risks. Instead, these systems
offer reasonable assurance against material misstatement or loss by identifying, managing, and controlling risks, including
operational risks.
Given the above, the Group established an ERM framework in 2013, which underwent revisions in 2018, and was further
strengthened in August 2020 to align with the latest ISO 31000:2018 International Standards of Risk Management -
Principles and Guidelines. The ERM framework was recently enhanced to incorporate the processes for identifying,
assessing, and managing climate-related risks in line with establishing the TCFD framework for climate-related financial
disclosure within KPS Berhad Group on 28 August 2023.
The rationale for the enhancement was to proactively identify, assess, and manage key risks at an optimal level,
considering evolving risk profiles influenced by changes in business strategies, the external environment, and/or the
regulatory landscape. Aligned with the Group’s commitment to delivering sustainable value, the ERM framework offers
a comprehensive and organised approach to risk management across the entire entity. Detailed information on the key
features, adequacy, and effectiveness of the ERM framework is available under Practice 10.2 of the CG Report 2023.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
234 235
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
In addition, the Group actively implemented ERM initiatives based on the approved ERM Framework. This involves
continuously reviewing, tracking, and monitoring the implementation of key mitigation strategies, along with providing
updates on Key Risk Indicators (“KRIs”) for the identified key risk areas. In 2019, the ERM initiatives were expanded to
include subsidiaries, where key risk areas for subsidiaries were identified and assessed in collaboration with the respective
key management and EXCO of subsidiaries, receiving subsequent approval from the subsidiary Board.
The Group has instituted and adopted a structured KPS Berhad-ICF to enhance the Group’s governance process and
internal control design. On 28 May 2021, the Board approved the adoption of KPS Berhad-ICF across the KPS Berhad
Group, establishing a uniform internal control structure to align with the Group’s strategic objectives. The KPS Berhad-ICF
was further enhanced in 2023 to incorporate the latest COSO framework updates in line with COSO’s interpretive report
released on 30 March 2023.
ii. board governance & risk committee
The Board Risk and Management Committee were established in 2011, renamed as the Board Risk and Compliance
Committee (BRCC) on 29 August 2019, and subsequently as BGRC effective 1 January 2021 in accordance with the
establishment of the IGU at KPS Berhad effective January 2021. The name change was made to reflect the additional
responsibilities assigned to the BGRC, reinforcing its role in ensuring effective corporate governance by monitoring
integrity and governance matters, in addition to its existing responsibility for overseeing regulatory compliance, overall
internal controls, risk management, and governance systems and processes.
The BGRC is assisted by the Risk and Governance Working Committee (“RGWC”) at the management level, which is
chaired by the MD/GCEO or the DCEOFCS in the absent of the MD/GCEO. The RGWC meets quarterly and monitors
the consistent enforcement of the ERM Policy, Compliance Policy and IGU Policies. It also reviews and recommends to
the BGRC to endorse the risk parameters, risk appetite, risk profiles, risk action plans and compliance key risks, status,
and action plans.
The BGRC comprises four (4) members, the majority of whom are INEDs as follows:
iii. internal audit
The internal audit (“IA”) function of KPS Berhad is performed internally and led by the Director IA (“DIA”),
Mohamad Azlan bin Jaafar (“Azlan”). Azlan functionally reports to the BAC and administratively to the MD/
GCEO. Assisting the DIA are one (1) Assistant Director, one (1) Manager, one (1) Internal Auditor, and three (3)
Assurance Officers at subsidiaries. With over 20 years of experience in internal auditing within public listed
companies in Malaysia, Azlan is a fellow member of the Institute of Chartered Accountants in Australia and New
Zealand, a member of the MIA, and a Certified Internal Auditor Malaysia. All Internal Auditors and Assurance Officers
hold tertiary qualifications along with relevant internal audit and/or accounting professional certifications.
The IA conducts an independent review of the adequacy, efficiency and effectiveness of risk management, internal
control and governance processes and monitors compliance with policies and procedures implemented by Management
at the Group. Additionally, the IA provides the BAC with reasonable assurance that no material issues or significant
deficiencies have been identified, posing a high risk to the overall internal control system under review. The annual
risk-based internal audit plan, covering internal audit coverage, scope of work, and the results of IA’s KPIs, is presented to
the BAC for consideration and approval.
iv. IA activities
The BAC conducts periodic reviews of the activities and performance of the IA to ensure its adequacy and independence
in fulfilling its role. The reviews align with the guidelines of the Institute of Internal Auditors (“IIA”), specifically the
International Professional Practice Framework (“IPPF”) on Internal Auditing, and relevant regulations. To ensure the
complete discharge of the IA’s responsibilities, the BAC assesses:
• The appointment and removal of the DIA;
• The adequacy of the IA’s scope, competency, experience, and resources of the IA function;
• Annual review of the IA Charter;
• Review of BAC TOR once every three (3) years;
• Review of IA Annual Plan;
• Setting of CKIs/KPIs for the IA;
• Review and Monitor the Status of Implementation of Audit recommendation; and
• Assess the IA and DIA functions, which are responsible for regularly reviewing the effectiveness of the Group’s risk
management, control, and governance processes.
On a quarterly basis, the IA provides the BAC with reports detailing significant internal audit findings and
recommendations. It is the duty of the relevant Management to ensure the proper implementation of corrective actions
for reported weaknesses. Monthly monitoring of the deadlines set by the relevant management for corrective actions
takes place, and any unjustified delays must be presented to the BAC for approval.
To stay abreast of professional advancements, industry developments, and regulations, IA personnel consistently
participate in conferences, training sessions, and knowledge-sharing initiatives within the Group.
Name Designation
Sharmila, Chairman INED
Dato’ Noorazman, Member INED
Norliza, Member INED
^Norita, Member NINED
+Ts. Saipolyazan, Member NINED
All the BGRC members possess sound judgement, objectivity, an independent stance, management experience,
professionalism, integrity and good knowledge of the industry in which the Group operates.
Notes:
^ Ceased as Member of BGRC on 22 March 2024
+ Appointed as Member of BGRC on 26 March 2024
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
236 237
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KPS Berhad
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KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
independence of IA
To enhance the independence of the DIA and IA personnel, they have declared in their signed forms to the Company
that there is no potential conflict of interest involving any external employment, business, or private interest that could
give rise to a potential conflict of interest situation.
The IAD function is guided by its IA Charter, as approved by the Board, defining its responsibilities, authority, and scope
of work within the Group. Notwithstanding that Azlan is heading the IA and Risk Management, as Head of IA, he must
place the IA’s interest ahead of the interests of any other function.
There are mechanisms in place approved by the Board in 2021 to ensure that the BAC and Management are getting
separate, transparent, and objective deliverables from each function. The IA Charter was enhanced to reflect the
mechanisms which ensure that internal audit remains independent for a jointly managed risk management function by
the Head of IA. The mechanisms include the clear segregation of duties, roles and activities between internal audit and
risk management functions.
The safeguards are in place to ensure that the BAC receives the objective assurance required to ensure that the IA
activities and resources are separate from the risk management functions. There is a clear segregation of roles and duties
between the IA team and Risk Management, objective communication to the BAC and separate reporting to the BGRC
with clarity on the roles and responsibilities. In the event of potential conflicting loyalties or validations of the internal
audit view on risk, the BAC may consider external validation to ensure the independence is not compromised.
The BAC was satisfied that the IA function was carried out in accordance with IIA’s Definition of Internal Auditing and
Code of Ethics and conformed to the IPPF. The IIA is a trusted global guidance-setting body which provides internal audit
professionals worldwide with authoritative guidance. The IAD is also guided by the MCCG issued by the SC.
c
INTEGRITY IN CORPORATE
REPORTING AND MEANINGFUL
RELATIONSHIP WITH
STAKEHOLDERS
• Engagement with Stakeholders
• Conduct of General Meetings
engagement with stakeholders
i. effective, transparent and regular communication
The Company is committed to fostering open, transparent and timely internal and external communications, recognising
the importance of transparency, accountability and avoidance of selective dissemination in disclosing information on
the Group’s business activities and prospects to its stakeholders. To facilitate effective communication, the Company has
an Investor Relations Policy (“IR Policy”) in place, outlining principles and various communication platforms relating to
disseminating information. This ensures that the Board and Management can consistently communicate effectively with
the shareholders and other stakeholders via the following multiple channels of communication:
• The IAR, Sustainability Report and relevant circulars dispatched to shareholders and published on the Company’s
website;
• Issuance of various disclosures and announcements inclusive of the quarterly financial performance of the Group to
Bursa Securities;
• A series of engagements through IR programs, such as analyst and investor briefings; and
• The AGM/EGM.
The Company consistently refreshes its corporate website at www.kps.com.my, ensuring convenient access to corporate
information and offering a platform for collecting stakeholder feedback. In addition, the Company has also established an
integrated investor relation (“IR”) portal on the corporate website through which shareholders can remain updated on the
latest information about the Group, such as corporate announcements, quarterly financial results, stock charts, dividend
payments and interactive annual reports to enable them to make informed investment decisions. It is also a channel for
shareholder feedback and a platform to ensure their concerns are understood and questions answered.
Guided by the IR Policy, the Company has an IR Strategy that drives effective two-way engagements between KPS Berhad,
the investment community, and other stakeholders. Embedded in the strategy is a comprehensive approach to providing
factual and adequate disclosure on KPS Berhad’s business prospects through various communication channels to enable
shareholders and investors to make informed investment decisions.
To facilitate effective communications with stakeholders, the Board has mandated the Management to roll out various IR
programmes, amongst others:
• Briefing sessions and presentations to the investment community comprising analysts, investment managers
(including one-on-one), strategic shareholders, and minority shareholders at general meetings;
• Participation in non-deal roadshows organised by research houses;
• Plant visit to subsidiaries, targeting participants from analysts and fund managers; and
• Engagement with the media via centralised strategic communication channels.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
238 239
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
conduct of general meetings
i. notice of annual general meeting
The AGM serves as the primary platform for shareholders engagement. It allows the Company to elucidate its business
progress and address questions from shareholders, proxies, and corporate representatives. During FY2023, the issuance
of the IAR2022, along with the Notice of the 46th AGM, was issued 28 days before the meeting, following Practice 13.1
of the MCCG and within the prescribed period outlined in the Company’s Constitution, MMLR of Bursa Securities and
CA2016.
Likewise, for the upcoming 47th AGM scheduled for 27 May 2024, the Notice will be disseminated 28 days before
the meeting. Additionally, explanatory notes for all resolutions proposed at the 47th AGM will be provided in the
notice, offering shareholders insights into the significance and impact of the resolutions in accordance with Guidance
13.1 of the MCCG. Furthermore, the notice will be published in a local newspaper, the Star, and made available on the
KPS Berhad website at www.kps.com.my.
ii. annual general meeting
The 46th AGM of the Company, held on 30 May 2023, was conducted virtually through live streaming from its
corporate office following the guidance provided by the SC Guidance and Frequently Asked Questions (“FAQs”) on
the Conduct of General Meetings for Listed Issuers (Guidance Note). During the 46th AGM meeting held on 30 May
2023, two (2) Directors were physically present at the corporate office, and six (6) Directors participated via an online
platform. The Company’s external auditors also attended the 46th AGM virtually to respond to inquiries regarding the
audit process, preparation, and content of the auditors’ report.
The proceedings of the 46th AGM were chaired by the Chairman of the Board. Shareholders were allowed to submit
questions online or seek clarification on any matters related to the business activities and financial performance of
the Group. This was facilitated through a remote facility via the Remote Participation and Electronic Voting (“RPEV”)
facilities provided by the Boardroom Share Registrars Sdn Bhd (“Boardroom”) through the Boardroom Smart Investor
Portal at https://investor.boardroomlimited.com. The Administrative Details for the 46th AGM outlined detailed
procedures for shareholders.
iii. leveraging on technologies for AGM
Considering the rapidly evolving developments relating to the COVID-19 pandemic and the widely implemented
social distancing measures, the KPS Berhad 46th AGM was conducted entirely through live streaming from its corporate
office. The shareholders cast their vote online via a facility available on the Boardroom Smart Investor Portal at
https://investor.boardroomlimited.com as allowed under Clause 53(4) and (5) of the Company’s Constitution.
To ensure the efficiency of the proceedings and encourage shareholder participation at the AGM, KPS Berhad is
committed to consistently harnessing advancements in information technology. This includes providing shareholders a
platform for remote online voting (voting in absentia) during the live broadcast. Shareholders were also allowed to submit
questions during the broadcast using the Messaging Box.
In compliance with Paragraph 8.29A of the MMLR of Bursa Securities, all resolutions approved at the AGM were cast via
poll voting. To facilitate this process, Boardroom was appointed as the Poll Administrator, and Sky Corporate Services
Sdn Bhd served as the Scrutineer to verify the poll results. The Chairman announced the poll results at the conclusion of
the AGM, and the results were promptly submitted to Bursa Securities on the same day for the benefit of all shareholders.
iv. meaningful engagement with shareholders
It has been the Company’s practice that the Chairman at the general meeting strongly supports meaningful
engagement between the Board, SM and shareholders. During the 46th AGM, there was a management presentation
by the MD/GCEO on the Business Review and Prospect (long-term strategies) covering the Company’s performance
report card and financial and non-financial highlights.
At the 46th AGM, questions from shareholders were answered and documented in the minutes of the meeting.
Answers to questions not addressed during the live broadcast due to time constraints have been posted on
KPS Berhad’s website for shareholders’ reference. To promote meaningful engagement with the shareholders, post the
AGM, KPS Berhad has established an integrated IR portal on the corporate website where the shareholders can continue
to pose questions outside the AGM and share feedback with the Company.
v. minutes of AGM
Minutes of the 46th AGM held on 30 May 2023 were published on the KPS Berhad website on 21 June 2023
(16 business days after the AGM), i.e., not later than 30 business days after the meeting as outlined under Practice 13.6
of the MCCG.
focus area
The Board and Management are devoted to the continuous enhancement of governance within the Group. This dedication
entails refining current CG practices and implementing an effective CG Framework across the organisation. The following
outlines the three (3) focal points of CG during the financial year under review:
i. reinforcing CG persistently
During the financial year under review, Management continues to initiate various key measures, such as the formulation
of new and enhanced existing CG policies/frameworks to ensure the company’s ongoing compliance with the
latest regulatory requirements and the adoption of best CG practices. These initiatives are in accordance with the
guidelines outlined in the MMLR of Bursa Securities, the MCCG issued by the SC, other relevant rules and regulations, and
the strategic business direction of the Company:
a) New Framework/Policies
• Establishment of Task Force on Climate-Related Financial Disclosure (“TCFD”) Framework;
• Organisational Anti-Corruption Plan;
• Anti-Harassment Policy; and
• Data Protection Framework.
b) Enhancement/Revision of Framework/Policies
• Enterprise Risk Management Policy;
• External Auditors Assessment Policy;
• Related Parties Transactions Policy;
• Internal Control Framework Policy;
• Board Representative Policy; and
• Dividend Policy.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
240 241
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
corporate governance overview statement 2023 corporate governance overview statement 2023
• Strengthening & Aligning
Governance Practices in
Meeting KPS Berhad Growth
Expectations
• Focusing on Strategic Priorities
& High Impact Areas: Process
Efficiency, Cost Optimisation &
Profits
• Provide Management with
Data-driven Analysis to
Enhance Decision-Making
Process
• Ensure that Growth is
Supported by Pragmatic and
Business Oriented Policies &
Procedures
• Enhancing Audit Capabilities
by Investing in Systems &
Human Resources
• Focusing on Improving the
Efficiency of Conducting Audit
Assignment in High Impact
Results
• Having Database and Analytic
Capability to Generate
Comprehensive On-The-
Ground Report For Strategic
Planning
• Inculcating Risk Management
Culture That Focuses on
Growth and Business
Sustainability
• Integrating ERM into
Subsidiaries’ Working Culture
and Processes
• Establish ERM Dashboard
that Provides Information for
Analysis and Risk Strategies
c) In alignment with the principles outlined under Practice 6.1 of the MCCG, which recommends that large
companies to engage independent experts at least once every three (3) years, KPS Berhad, although not classified
as a ‘large company’, has strategically engaged an independent expert to carry out the ABE exercise for the
FY2023. This strategic move emphasises the Board’s resolute dedication to championing the utmost standards of
corporate governance practices within the organisational governance framework.
ii. adoption of task force on climate-related financial disclosure framework
Climate-related financial disclosures play a vital role in enabling stakeholders to assess the financial implications of
climate-related risks and opportunities. Such disclosures provide relevant information for investors, lenders, customers,
regulators, and other stakeholders regarding the potential impacts on the financial stability and long-term value of KPS
Berhad.
Regarding it, the Board of KPS Berhad adopted the TCFD Framework on 28 August 2023. The purpose of establishing
the TCFD framework is to enhance KPS Berhad’s ability to manage climate-related risks and opportunities effectively,
seize opportunities, and contribute to the global transition to a low-carbon economy and sustainable future, ultimately
strengthening the Group’s business resilience in creating long term value for our stakeholders.
This establishment will also enhance the transparency of our climate-related reporting and enable stakeholders to
assess climate-related risks and opportunities in the Group’s business. In addition, it will facilitate better communication
with our stakeholders, including investors, regulators, customers, and the public, regarding our efforts in managing
climate-related risks and opportunities.
iii. managing stakeholders’ expectations
At KPS Berhad, CG is not just a component but the cornerstone of its operation. Recognising the heightened
expectations from the investment and business community, the Board strives to exceed them by adopting robust CG.
The Company’s commitment to solid governance goes beyond compliance and centres on transparent communication.
This is achieved by delivering accessible and accurate financial reporting, providing stakeholders with a clear
understanding of the organisation’s overall health.
In addition, the Company governance-centric environment also prioritises meaningful engagement with stakeholders.
The Management facilitates dialogue through established mechanisms dedicated to receiving and addressing
stakeholder feedback. This emphasises the Company’s commitment to ensuring their concerns are heard and
thoughtfully considered in our decision-making processes.
corporate governance priorities
Below are the insights covering the short-term and long-term plans of the Company to enhance governance practices and
processes:
compliance statement by the board of directors on corporate
governance overview statement
The Board has deliberated, reviewed, and approved the CGOS. According to Paragraph 15.25 of the MMLR of Bursa
Securities, the Board is pleased to report that it is satisfied that, to the best of its knowledge, the Company has fulfilled its
obligations under applicable laws and regulations throughout the financial year ending 31 December 2023. Save as disclosed
in the CG Report 2023, which is available on the Company’s corporate website, www.kps.com.my in compliance with the main
principles of the MCCG. This CGOS was presented and approved at the Board meeting held on 26 March 2024.
governance
aspect
strategic
objectives
target
achievements
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
242 243
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
board audit committee report
The Board of Directors is pleased to present the Board Audit Committee (“BAC”) Report which provides insights into the
manner in which the BAC discharged its functions for the Company and Group for financial year ended 31 December 2023.
The BAC (as a sub-committee of the Board) plays a substantial role in providing assistance to the Board in fulfilling its oversight
responsibilities through review of financial information and provides an unbiased review of the effectiveness and efficiency of
the Group’s internal controls from an independent perspective. This is to ensure the Group’s alignment to best practices and
that the Group operates efficiently in a dynamic market environment.
board audit
committee report
• Comprised no fewer than three (3)
members;
• All four (4) members are Non-Executive
Directors, majority of whom, including
the BAC Chairman are independent and
none of them are alternate Directors;
and
• Having at least one (1) qualified
accountant member meeting the
requirements of paragraph 15.09(1)(c)
of the MMLR.
The BAC Chairman, Datuk Syed Izuan
bin Syed Kamarulbahrin, is a fellow
member of the ACCA, UK, a member
of the Malaysian Institute of Certified
Public Accountants and a member of the
Malaysian Institute of Accountants.
meetings
The BAC met on five (5) occasions during the financial year with
meetings conducted in accordance with the requisite quorum as
stipulated in the BAC’s Terms of Reference (“TOR”). Detailed TOR
for the BAC is available online under the Investor Relations-
Corporate Governance section of the Company’s website at
www. kps.com.my.
Datuk Syed Izuan
bin Syed Kamarulbahrin
(Chairman)
Dato’ Noorazman
bin Abdul Aziz
Sharmila
Sekarajasekaran
Dato’ Ikmal Hijaz
bin Hashim
members of BAC and attendance
The composition of the BAC fulfills the Main Market Listing Requirements (“MMLR”) as follows:
Committee
Datuk Syed Izuan bin Syed Kamarulbahrin
(Chairman)
Dato’ Noorazman bin Abdul Aziz (Member)
Sharmila Sekarajasekaran (Member)
Norita binti Mohd Sidek (Member)
Dato’ Ikmal Hijaz bin Hashim (Member)
Designation
Independent
Non-Executive
Director
Independent
Non-Executive
Director
Independent
Non-Executive
Director
Non-Independent
Non-Executive
Director
Senior Independent
Non-Executive
Director
Appointment
15/08/2022
27/08/2020
1/09/2021
26/08/2022
(resigned on
22/3/2024)
26/03/2024
Attendance
[5/5]
[5/5]
[5/5]
[5/5]
N/A
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
244 245
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
board audit committee reportboard audit committee report
summary of activities
The BAC deliberates various agenda in its meetings such as in relation to the quarterly unaudited financial statements,
accounting policies and reporting matters, internal control matters as well as other topics that are relevant to the Group’s
business and investments. The BAC invites the Managing Director/Group Chief Executive Officer (“MD/GCEO”) and Deputy
Chief Executive Officer (Finance and Corporate Service) (“DCEOFCS”) to attend the BAC meeting. Upon request by BAC, other
Management will attend certain BAC meetings.
During the financial year, BAC also held separate meetings with External Auditors without the presence of Management to
discuss any matters of concern.
In conducting its roles and responsibilities, BAC is guided by its Terms of Reference (“TOR”), which was approved by the Board
and aligned to the provisions of Main Market Listing Requirements (“MMLR”) and other best practices. During the financial year
under review, the BAC in the discharge of its functions and duties had carried out the following:
financial reporting
a) On 21 February 2023 and 24 March 2023, the BAC reviewed the financial results for the fourth quarter ended 31
December 2022 and the audited financial statements for the financial year ended 31 December 2022 respectively and
recommended the same to the Board for approval.
b) The BAC reviewed the quarterly management’s assessment on the recoverability of the intangible assets in the Group
as part of the quarterly financial results review for the first, second and third quarter of 2023 on 22 May 2023, 21 August
2023, and 21 November 2023 respectively.
c) During the quarterly financial results for the first, second and third quarter of 2023 on 22 May 2023, 21 August 2023, and
21 November 2023 respectively, the BAC also reviewed and recommended the same to the Board for approval.
On 21 February 2024 and 22 March 2024, the BAC reviewed the financial results for the fourth quarter ended 31 December
2023 and the audited financial results for the year ended 31 December 2023 respectively and presented the same to the
Board for approval.
d) During the reviews, the BAC sought from Management, additional details, and explanation of material line items as well
as line items that had significant movement. The material line items include related party transactions (“RPT”) entered by
the Company and the Group and the potential impairment of assets.
e) On 21 August 2023 and 21 November 2023, BAC reviewed the revised External Auditor Assessment Policy and revised
Related Party Transaction Policy respectively and recommend the policies for the Board’s approval.
f) On 21 February 2024, BAC reviewed and revised the Appointment of External Auditors for Non-Audit Related Services
Policy and Impairment Assessment Policy.
external audit
a) On 21 February 2023, the BAC was updated by External Auditors Messrs. BDO PLT (“BDO”) on Areas of
Audit Emphasis by External Auditors for the year ended 31st December 2022, and reviewed the issuance of Letters of
Financial Support to subsidiary companies for the financial year ended 31 December 2022.
b) On 24 March 2023, the BAC reviewed the External Auditors Assessment for financial year ended 2022 and recommended
the same to the Board for approval.
c) On 21 August 2023, the BAC reviewed and discussed with Management together with the External Auditors, the 2023
Audit Planning Memorandum presented by the latter, prior to commencement of the audit. The following items were
deliberated during the review and discussion:
• BDO audit approach by using risk and assurance models;
• Materiality and Performance Materiality;
• Area of significant auditor attentions;
• BDO engagement team members;
• The 2023 Audit timeline;
• The 2023 Audit & non-audit fees; and
• ESG Updates on issuance of IFRS S1 & S2 by International Sustainability Standards Board.
On the same date, the BAC also received the annual Transparency report of BDO, pursuant to the requirement of the
Audit Oversight Board which is relevant for the Board Audit Committee to assess the external auditor’s audit quality
pursuant to paragraph G9.3 of the revised Malaysian Code Corporate Governance 2021.
d) On 21 February 2024, the BAC reviewed the financial results for the fourth quarter ended 31 December
2023 and reviewed the issuance of Letters of Financial Support to subsidiary companies for the financial
year 31 December 2023 and recommended the same to the Board for approval. On the same date, the
BAC also received and discussed updates from the External Auditors on the status of the 2023 annual audit as well as
discussion on key issues within their duties and responsibilities.
e) On 22 March 2024, the BAC reviewed and recommended to the Board for approval the final draft of the External
Auditors’ report on the Company and the Group’s annual financial statements and External Auditors Assessment for the
financial year ended 31 December 2023.
f) The BAC held without Management’s presence, two (2) private sessions on 21 February 2023 and
21 February 2024, with the External Auditors to reinforce independence. Matters discussed on these
occasions included whether there were any pertinent issues relating to the financial statement, that require special
attention of the BAC other than those areas of audit emphasis highlighted. The BAC also enquired whether the External
Auditors received cooperation from Management during their course of auditing.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
246 247
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
board audit committee reportboard audit committee report
internal audit
a) Reviewed and approved the result of 2022 Internal Audit Department (“IAD”) Key Performance Indicators (“KPI”) and 2023
KPI and Budget on 21 February 2023.
b) On 24 March 2023, BAC Report and Statement on Risk Management and Internal Control were deliberated for inclusion
in the 2022 Integrated Annual Report.
c) Reviewed and discussed the 2023 internal audit reports during the series of BAC Meetings and sought Management’s
explanation on issues highlighted in the internal audit reports.
d) Reviewed on a quarterly basis, the status of implementation of the internal audit recommendations by the Management
and sought Management’s explanation on long overdue action items.
e) Pre-BAC meetings were held between the BAC Chairman, Internal Audit Director and Internal Audit Assistant Director to
discuss key internal controls and internal audit related matters.
f) Reviewed, deliberated and approved the 2024 Internal Audit Plan for the Company and the Group on
21 November 2023.
g) On 21 November 2023, BAC reviewed the revised Internal Control Framework and recommend the framework for the
Board’s approval.
h) Reviewed and approved the result of IAD 2023 KPI and 2024 KPI Planning and Budget on 21 February 2024.
i) On 22 March 2024, deliberated on the BAC Report, Statement on Risk Management and Internal Control for inclusion in
the 2023 Integrated Annual Report.
other matters
a) On 21 February 2023, the BAC reviewed and recommended to the Board for approval on revised Dividend Policy.
b) The BAC reviewed and recommended to the Board for proposed single-tier final dividend for FY2022 and
proposed renewal of existing Shareholders’ mandate for Recurrent Related Party Transactions (“RRPT”) on
24 March 2023 to be tabled at 46th Annual General Meeting for Shareholders’ approval.
c) On 22 May 2023, the BAC reviewed and recommended to the Board for approval the proposed capital reduction of
Cash Band (M) Sdn Bhd and proposed settlement on intercompany advances due to Perangsang Dinamik Sdn Bhd via
subscription of Redeemable Convertible Preference Shares.
d) On 21 November 2023, the proposed single-tier interim dividend for FY 2023 was reviewed and recommended to the
Board for approval.
e) On 27 February 2024, the BAC reviewed and recommended to the Board for approval on proposed disposal of Plaza
Perangsang to Perbadanan Kemajuan Negeri Selangor.
f) The BAC reviewed and recommended to the Board for proposed single-tier final dividend for FY 2023 and proposed
renewal of existing shareholders’ mandate for RRPT on 22 March 2024 to be tabled at 47th Annual General Meeting for
Shareholders’ approval.
The BAC Chairman at each Board meeting updated the Board on principal matters deliberated at each BAC meeting.
Minutes of the BAC meetings were tabled for confirmation at the following BAC meeting and the BAC is of the view that
matters reported by it to the Board for the financial year were satisfactorily highlighted and/or resolved.
conflict of interest
The BAC members and the Management are required to disclose any conflicts of interest that may arise based on
the agenda items tabled for the meeting. The requirements for declaration concerning any conflict of interest or
potential conflict of interest that may arise is included in the notice of meeting and minutes of the meeting. Should there
be any conflict of interest, the affected person must observe the Company’s Conflict of Interest Policy, i.e. not to participate in
any discussion while the subject matters are being considered and shall not vote on the relevant resolution thereof.
others
Throughout the financial year, the BAC members have attended various seminars, training programmes and conferences
to keep abreast of changes in the industry, business environment and regulatory requirements. Details are set out in the
Corporate Governance Report under Practice 9.5.
the internal audit function
a) The internal audit function of the Company is performed in-house by the IAD. IAD undertakes a systematic and
disciplined approach to evaluate and improve the effectiveness of governance, risk management and control processes
within KPS Berhad Group.
b) During the financial year, the IAD is headed by an Internal Audit Director, who is independent and report directly to
the Chairman of Board Audit Committee. The Internal Audit Director is assisted by one (1) Assistant Director, one (1)
Manager, two (2) internal auditors and three (3) assurance officers at subsidiaries namely at Century Bond Bhd, Toyoplas
Manufacturing (Malaysia) Sdn Bhd and CPI (Penang) Sdn Bhd. The IAD Director is a fellow member of the Institute
Chartered Accountant Australia and New Zealand, a Certified Internal Auditor (CIA) and a member of the Institute of
Internal Auditors with more than 20 years of internal auditing experience.
c) IAD provides independent and objective assurance on the area of operations reviewed and make recommendations to
improve the Company and subsidiaries’ operations.
d) The IAD is guided by its Internal Audit Charter (“The Charter”). The Charter sets out the purpose, scope and
responsibilities of the IAD and how it maintains its independence from the Management.
e) The mission of IAD is to enhance and protect organisational value by providing risk-based and objective assurance,
advice and insight on effectiveness of governance, risk management and internal controls processes in relation to the
following:
• Achievement of the organisation’s goals and strategic objectives;
• Reliability and integrity of financial and operating information;
• Effectiveness and efficiency of operations and programmes;
• Safeguarding assets; and
• Compliance with laws, regulations, policies, procedures and contracts.
f) The IAD’s performance and conduct in evaluating effectiveness of the governance, risk management and internal
control processes is guided by The International Professional Practices Framework (“IPPF”) which is a conceptual
framework that organises authoritative guidance promulgated by The Institute of Internal Auditors (“IIA”). The IIA is
a trusted, global, guidance-setting body which provides internal audit professionals worldwide with authoritative
guidance. The IAD is also guided by the Malaysian Code on Corporate Governance established by Bursa Securities.
g) During the financial year, the IAD assisted the BAC in discharging its duties and responsibilities by executing
independent review on the adequacy and effectiveness of the governance, risk management and internal control
processes implemented by the Management. IAD also supports and conducts review upon request by the Management
or Board Audit Committee.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
248 249
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
board audit committee report
Business Units (subsidiary companies)
Review of processes in relation to establishment
of business plan and strategies, effectiveness
and efficiency of operations, adequacy of risk
management practices, control and monitoring
activities, ensuring plans were accomplished and
that assets were safeguarded, reliability and integrity
of financial information as well as compliance with
relevant policies, procedures and regulations.
Company Support
Review of processes in relation to adequacy of risk
management, control activities and monitoring
activities within the Support Functions in ensuring
that operations were effective in achieving their
established objectives.
The summary of works that were carried out by the IAD during the
financial year encompassed the following:
i. Prepared a risk-based Annual Internal Audit Plan for
deliberation and approval by the BAC to determine the
priorities of the internal audit works, consistent with the
organisation’s goals. Main factors taken into consideration
when preparing the audit plan include the strategic and
operational objectives, audit history and risk profiles of each
auditable area.
ii. Performed audits that covered business units (subsidiary
companies) and support functions as per the approved
Annual Internal Audit Plan. Areas reviewed under the
respective audits include:
iii. Internal audit findings were discussed with auditees with
recommendations provided to address the issues.
iv. Presented internal audit reports that contain improvement
opportunities, internal audit findings (IAF), management
response and corrective actions in areas with significant
risks and internal control deficiencies to the BAC at least at
quarterly intervals.
v. Conducted and reported quarterly
follow-up reviews to determine and
verify the adequacy, effectiveness
and timeliness of actions taken
by the Management on audit
recommendations highlighted in
the 2023 Internal Audit reports and
External Audit reports for FY2022
with progress updates provided to
the BAC.
vi. Conducted quarterly review on
impairment of assets and related
party transactions/recurrent
related party transactions.
vii. Presented to the BAC on quarterly
basis, the IAD’s progress relative to
the Annual Internal Audit Plan.
h) For the year ended 31 December 2023,
the number of internal auditors were
four (4) and three (3) assurance officers
at three (3) subsidiaries. The total cost
incurred during the year was RM1.4
million, excluding assurance officers’
cost. IAD has undertaken ten (10) audits
out of twelve (12) (83%) including one
(1) requested by the Management.
i) All internal auditors and Assurance
Officers possess tertiary qualifications
with five (5) having either relevant
internal audit and/ or accounting
professional qualifications. All staff are
committed to continuously enhance their
competencies and proficiencies through
relevant professional courses, on-the-job
training and relevant functional trainings.
j) In maintaining independence and
objectivity, IAD ensures that the internal
auditors are free from any relationship or
conflict of interest when performing their
duties.
statement on risk management
and internal control
The Board is pleased to present this Statement on Risk Management and Internal Control (“SORMIC” or “This Statement”),
outlining the risk management and internal controls framework within KPS Berhad for the financial year ended 31 December
2023.
This Statement is prepared in compliance with paragraph 15.26(b) of the Main Market Listing Requirements and guided
by the “Statement on Risk Management and Internal Control – Guidelines for Directors of Listed Issuers” issued by Bursa
Securities Malaysia Berhad (“Bursa Securities”). Risk management and internal controls are integrated into the management
processes and embedded in all business activities within the Group. The Board remains committed to maintaining a sound
internal control and risk management system by emphasizing seamless integration throughout all business activities.
This Statement on Risk Management and Internal Control does not deal with associate companies as the Group does not
have management control over their operations.
roles and responsibilities
the board
The Board affirms its commitment and responsibilities to ensure effective governance and risk management throughout
the Group. The role encompasses setting risk appetite and strategy, overseeing the risk management framework and
monitoring risk exposure. The Board evaluates the effectiveness and adequacy of internal controls, ensure compliance
with regulation and business continuity. The Board facilitates transparent communication of risk-related information to
stakeholders and delegates specific responsibilities to the Board Governance and Risk Committee (“BGRC”) and Board
Audit Committee (“BAC”). The Board, BGRC and BAC convene quarterly to address these matters with the objective of
safeguarding the shareholders’ investment and protecting the Group’s assets.
board governance and risk committee (“BGRC”)
The BGRC’s role is to provide oversight in four key areas namely risk management, compliance, integrity, and governance.
This includes ensuring the effectiveness of risk identification and management systems, overseeing regulatory compliance
and monitoring integrity and governance practices within the Group. The BGRC also plays a vital role in helping the Board of
strong ethics and integrity throughout KPS Group.
Given the growing importance of sustainability/Environment, Social and Governance (“ESG”) and cyber security risks, both
subjects have been in the Board’s agenda. During the year, the BGRC’s Term of Reference (“TOR”) has been expanded to
ensure that the Group’s risk management framework adequately addresses cybersecurity risks and that controls are in place to
protect critical assets and enhance cyber resilience.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
250 251
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
board audit committee (“BAC”)
The BAC serves to assist the Board in fulfilling its fiduciary responsibilities in ensuring corporate governance standards,
timely and accurate financial reporting and assessing the effectiveness of the Group internal controls system.
The TOR and primary duties of the Board, BGRC and BAC concerning risk management and governance, internal controls
are incorporated in the Board Charter and respective TOR of BGRC and BAC, accessible on the Company’s official website at
www.kps.com.my.
management
The BGRC and BAC were supported by the KPS Berhad management team and Head of Departments who consistently
review and deliberate key risk issues, regulatory compliance matters, and operational concerns including effectiveness of
internal control systems of all subsidiaries in the quarterly convened Executive Committees (“EXCO”) meetings, Risk and
Governance Working Committee (“RGWC”) meetings and subsidiary Board meetings. By function, the RGWC chaired by the
Managing Director (“MD”)/Deputy Chief Executive Officer (“DCEO”) assists the BGRC in providing the oversight, direction
and counsel on the overall risk management process; establishing and reviewing the risk management framework, processes
and responsibilities; and providing reasonable assurance that the risks are managed within tolerable ranges.
Board
Overall responsibility
for risk management,
including risk appetite
and oversight for the
risk assessment and
mitigation strategy.
BGRC
Overseeing the Group’s risk,
governance and compliance
matters and make the
necessary recommendations
with regard to risk, governance,
compliance and sustainability
matters aligned to the Group’s
long-term strategy.
RGWC
Monitors the consistent
enforcement of the ERM and
compliance policies, reviewing
and recommending risk appetite,
parameters, profiles and action
plans, as well as compliance key
risks, status and action plan to
BGRC for endorsement.
Risk Management
Department
Operational
management of ERM,
business continuity
management and risk
governance for the
Group.
Risk Management Policy, Standards and Guidelines
Key Risk Areas
The Board, BGRC, RGWC & RMD
Business Unit Operational Risk & Compliance Committees
Oversight
Top-down
Group and
strategic-level
risk:
• Risk Assessment
- Identification
- Analysis
- Evaluation
• Risk Treatment
• Oversight
• Monitoring &
Reporting
Includes the
identification and
management of
emerging risks.
Bottom-up
Business unit
and operational-
level risk:
• Risk Assessment
- Identification
- Analysis
- Evaluation
• Risk Treatment
• Oversight
• Monitoring &
Reporting
Includes the
identification and
management of
emerging risks.
Lines of Defence
1st line
Management
3rd line
Internal Audit
2nd line
ERM & Compliance
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ERM framework
The Group has established an Enterprise Risk Management (“ERM”) framework based on the ISO 31000:2018 International
Standard of Risk Management - Principles and Guidelines- to proactively identify, evaluate and manage key risks to an optimal
level. In line with the Group’s commitment to delivering sustainable value, this framework provides an integrated and agile
approach to evaluate and analyse key risks.
The main aspects of risk management and internal control systems are as outlined below:
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
252 253
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
The Board has also reviewed and approved the ERM Policy that addresses the following:
1. To embed and dissolve risk management processes into all policies and procedures.
2. To identify, assess and analyse both risks and opportunities.
3. To embrace greater transparency culture.
4. To ensure that risk assessment is performed and that the process is embedded in the system.
5. To require that an effective and formalised risk management framework is established and maintained by KPS Berhad.
During the year, KPS ERM Policy has been revised to incorporate the processes for identifying, assessing and managing climate
related risks in line with the newly established Task Force on Climate Related Financial Disclosure (“TCFD”) Framework.
KPS Berhad has embedded climate action into business plans and strategies and committed to reduce overall greenhouse
gas (“GHG”) emissions. KPS Berhad plays essential roles in the transition to a low carbon economy. In pursuing this,
KPS Berhad considers the impact to all subsidiaries operations, investment, employees, regulators and the business segments
served by considering the physical and transitional risks arising from climate change adoption. The transitional risks include
aspects from policy/regulatory, market, technology and reputation.
risk management process
continuous risk identification and assessment
The Risk Management Department (“RMD”) is responsible for developing, coordinating and facilitating the Risk Management
processes within the Group. A database of risks and mitigation strategies are captured in risk registers. Continuous risk
assessment and challenge sessions ensure the risk mitigation strategies are updated. Risk owners present their risk updates to
the RMD for further deliberation on their adequacy and completeness.
Key Risk profiles for all business units and subsidiaries were identified and assessed together with respective key management
and EXCO which subsequently presented to the subsidiaries Board, RGWC, BGRC and the Board on a quarterly basis for
deliberation and approval.
monitoring of key mitigation actions and key risk indicators (“KRIs”)
Key mitigation strategies and KRIs are reviewed and updated for each identified key risk areas for KPS Berhad and its subsidiaries.
During the financial year under review, new key mitigation strategies were reviewed and revised in line with the updated Group
business initiatives while the implementation status was tracked and monitored based on the agreed estimated timeline for
completion. Any delay in the key mitigation strategies/actions is highlighted and reported to RGWC and BGRC quarterly.
continuous risk awareness and risk culture embedment
RMD continues to build a strong risk management culture within the Group by promoting awareness, ownership of and
accountability on risks at all levels across the Group.
risk application
KPS Berhad’s risk management is embedded in every aspect of its business operations. Risk management is applied when
there are changes to the business processes, system changes and business direction due to internal and external factors.
During the year under review, RMD was involved in various key business processes such as process reviews of various policies
and standard operating procedures (“SOP”), IT and cybersecurity risk assessments, corruption risk assessment and investment/
divestment evaluations.
key risk areas
KPS Berhad categories its key risks into four risk universe: Strategic, Financial, Compliance, Sustainability Risks. The Company
regularly updates these risks, including new emerging risks in its industries, to ensure they are relevant and adequately covered.
Risks are prioritized based on residual risk ratings, key risk indicators, key control indicators, and risk outlooks. The key risks that
have been clustered and monitored by the Board are listed on pages 169 to 170. The BGRC and RGWC continue to provide
oversight and evaluate the effectiveness of the ERM practices, especially given the challenging operating environment.
business continuity management
KPS Berhad Business Continuity Management (“BCM”) framework is in line with ISO 22301 : 2019. BCM involves various
business processes to ensure continuity of the critical business functions and operations during disruptive events or crises. The
RMD is entrusted with the responsibility of ensuring effective BCM governance and implementation in the Group. There are
business continuity representatives assigned at subsidiaries to drive implementation of the framework and processes rolled out
by RMD and ensure effective execution of BCM.
business
continuity
management
Salvage &
restoration
of site
Identifying
critical staff
Maintaining
“business as usual” Restoring
technology
Managing
the crisis
Site
Recovery
Planning
Human
Resources
Planning
Business
Continuity
Planning
Disaster
Continuity
Planning
Crisis
Management
Planning
Relocating
staff
Work Area
Recovery
Plan
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
254 255
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
BCM is a holistic management process which enhances the Group’s resilience and preparedness to manage any type of
disaster includes disaster recovery, business recovery, crisis management, incident management, emergency management
and contingency planning. BCM is a key component of Enterprise Risk Management which is an integral part of good corporate
governance. BCM processes can be summarized as follow:-
Risk
Assessment
BCM
processes
Business
Continuity
Plan
Development
Business
Impact
Analysis
Testing
and
Exercising
Strategy
Development
Awareness
and
Training
crisis management plan
KPS Berhad has established the Crisis Management Plan (“CMP”) which serves as guidelines to Crisis Management Team
(“CMT”) to respond effectively during business disruptions, resume essential operations within the required timeframes
and minimise the cost of damage to business operations due to major failures or disasters. Other than that, the aim is to
systematically restore and support all businesses under KPS Berhad in an unfortunate event.
The CMP also defines the roles and responsibilities of designated personnel during emergencies including the deployment
of equipment, personnel, and other resources to minimise the impact of the emergency. It also ensures the effective use of
the life safety features in all buildings, to protect assets, IT infrastructure, people and business dependencies from unfortunate
events such as fire, flood, natural disaster or pandemic. Throughout the year, the CMP has been communicated and adopted
by key subsidiaries. Every active subsidiary has formed a CMT to safeguard the Group from potential adverse effects of crises.
The CMT ensures the Group is prepared for and can respond to unforeseen threats resulting from crises.
crisis communication plan
KPS Berhad has established Crisis Communications Plan (“CCP”) which embraces one voice policy. It stipulates the roles/
responsibilities of relevant departments to communicate with stakeholders (employees, government, suppliers, tenants, guests,
etc.) and mass media when crisis occurs so that any adverse impact on the company’s reputation are mitigated accordingly.
The CCP also provides procedures for the coordination of internal and external communications in the event of a crisis.
It is designed to ensure that everyone involved in the crisis management process is familiar with the mobilisation and
escalation procedures as well as individual roles and responsibilities.
disaster recovery plan
KPS Berhad has implemented its Disaster Recovery Plan (“DRP”) with the primary goal of ensuring the continuity of basic
business functions until all systems can be restored to pre-disaster functionality. This involves:
a) Preventing the loss of organizational resources, including physical IT assets, software, and data;
b) Minimizing IT-related downtime; and
c) Sustaining business operations in the event of a disaster.
Key systems like email, financial and human resources at KPS Berhad are hosted on cloud services with daily data backup and
disaster recovery measures in place. To validate the efficacy of data backup, a Disaster Recovery (DR) Drill is scheduled annually
with the hosting provider involving key subsidiaries as well.
simulation exercise and testing
Simulation exercises and test scenarios essential components of the key program activities to verify the effectiveness of
emergency preparedness. KPS aims to sustain a high level of competency and readiness among its key stakeholders in
managing and responding to crises or disasters.
In 2023, KPS conducted two (2) simulation exercises focusing business interruption scenarios and cyber threat.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
256 257
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
IT disaster recovery test
During the year, the Company has conducted Vulnerability
Assessment and Penetration Test (“VAPT”) at KPS
Berhad and few key subsidiaries with the aims to
proactively identify and mitigate vulnerabilities in the
Group’s IT infrastructure. This process involves
assessing systems, networks and applications for
weaknesses that could be exploited by attackers.
The results of these tests have shown improvement in
mitigating vulnerabilities in the Group’s IT
infrastructure. This proactive approach has helped
enhance the overall security posture of the
Group, reducing the risk of cyber attacks and
protecting sensitive data.
control structure and environment
The Group has established an internal control structure. It is committed to continuously evaluating, enhancing and maintaining
the structure to ensure effective control over the Group’s business operations as well as to safeguard the value and security of
the Group’s assets. There is a clearly defined operating structure with lines of responsibility and delegated authority to assist
the Board in maintaining proper control.
board committees have clearly defined roles and terms of reference
Each Board Committee within KPS Group has distinct roles and TOR, outlining specific functions, authority and responsibilities.
The management of subsidiaries is delegated to their CEO/ COO with their roles clearly defined in job description.
Authority limits for these executives are established by their respective board. Major decisions undergo thorough analysis and
require final approval from the relevant board within the Group.
The details of the Board Charter can be found on the Company’s website at www.kps.com.my.
independence of the board audit committee
Members of the BAC, comprising exclusively Non-Executive Directors of the Board, are persons of high calibre and integrity;
they collectively possess vast experience, knowledge and expertise across many industries. The BAC plays a significant role in
helping the Board to fulfil its oversight responsibilities through the review of financial information and to provide an unbiased
review of the effectiveness and efficiency of the Group’s internal controls from an independent perspective.
The BAC has explicit authority to review and investigate any matters within its terms of reference and has:
1. the required resources to perform its duties;
2. full and unrestricted access to any information pertaining to the Company and Group including the support and
cooperation from Management;
3. direct communication channels with both the External and Internal Auditors to obtain independent professional advice;
and
4. the right to convene meetings with the External Auditors, the Internal Auditors, or both without the presence of other
Executive Directors and employees of the Company, whenever deemed necessary.
In addition, the BAC also ensures the objectivity, effectiveness and independence of the Internal Audit Function (“IAF”) of
Management. The direct accountability of IAF to the BAC enables the internal audit activity to be independent and the Internal
Auditors to be objective in performing the internal audit activities. The details of the BAC TOR can be found on the Company’s
website at www.kps.com.my.
Toyoplas desktop scenario exercise
The assessment of the Emergency Response
Plan for business interruption scenario
was conducted at Toyoplas Manufacturing
(Malaysia) Sdn Bhd on 15 June 2023.
Throughout the exercise, participants
displayed a thorough understanding of initial
crisis response procedures and effectively
communicated with key personnel, aligning with
the CMP.
Of particular note was the proactive approach of top
management in ensuring the well-being of staff during
emergencies, showcasing the effectiveness of the BCM program.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
258 259
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
internal audit
The Internal Audit Department (“IAD”), an integral part of the Group’s internal control systems, reports directly to
the BAC. The IAD’s primary role is to provide independent and objective assurance designed to add value and improve
the efficiency of operations within the Group. It assists the Group in achieving its objectives by bringing a systematic and
disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. The
mission for internal auditing is to enhance and protect organisational value by providing risk-based and objective assurance,
advice and insight.
The annual internal audit plan, established on a risk-based approach, is reviewed and approved by the BAC
annually. The IAD’s performance and conduct are guided by The International Standards for the Professional
Practice of Internal Auditing (“the IIA Standards”) and the International Professional Practices Framework (“IPPF”). IPPF is
the conceptual framework that organises authoritative guidance promulgated by the Institute of Internal Auditors (“IIA”).
The IAD is also guided by the Malaysian Code on Governance established by Bursa Securities.
The IAD TOR has been reviewed and amended to reflect mechanisms to ensure that internal audit remains independent in
the event of a jointly managed with risk management function by the head of internal audit including clear segregation of
duties, roles and activities between internal audit and risk management functions.
KPS internal control framework (“KPS-ICF”)
Any effective internal control system works best with certain components that reflect the overall mission, strategies, and
business objectives. The Group has established and adopted a structured KPS Berhad Internal Control Framework (“KPS-ICF”)
that was approved by the Board on 28 May 2020. This KPS-ICF is intended to strengthen the governance process and internal
control design in KPS Berhad by driving a uniformity of internal control structures to meet strategic objectives of the businesses.
The KPS-ICF was developed based on the Committee of Sponsoring Organizations of the Treadway Commission (“COSO’s”)
Internal Control-Integrated Framework commonly used by many global organizations. On 21 November 2023, ICF was
revised to incorporate elements of sustainability and ESG reporting, aligning with the best industry practices. This update
has expanded the scope of an effective and integrated system of internal controls with the inclusion of material items on
sustainability and sustainable business information.
The new KPS-ICF Model is visually structured in a circular model, meticulously capturing the KPS Group’s systematic approach
to its internal controls.
Within this representation:
i. The five pentagons signify the five core components essential (i.e control environment, risk assessment, control
activities, information and communication and monitoring activities) to the model;
ii. Enclosed within the inner circle symbolizes the trio of primary objectives; and
iii. Along the outer circle, the four columns mirror the organizational structure of the entity.
f
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n
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t
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p
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o
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a
t
i
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s
RA
CFMA
IC
CA
CF
KPS
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KPS-ICF has been approved by the Board for adoption at KPS Berhad’s subsidiaries for uniformity of internal control structures
towards achieving the Group’s strategic objectives.
documented internal policies and procedures
The Group periodically reviews, updates and establishes the internal policies and standard operating procedures for
improvement and to reflect changes in the business structure and processes as and when necessary. The main policies and
procedures are as follows:
Financial Management
Delegation of Authority
(“DOA”) and Limit of
Authority/Financial Authority
Limit (“LOA/FAL”)
Treasury Policy
DOA defines the levels of authority within KPS Berhad and specifies the decision-making powers
delegated to individuals at different levels. LOA/FAL establishes the financial thresholds within
which individuals or departments are authorized to approve expenditures or financial transactions.
The purpose of DOA and LOA/FAL is to promote effective decision-making, streamline processes,
improve accountability, and ensure financial control within the Group.
The Treasury Policy, which covers policy in relation to funding management, financing and inter-
company advances, was established to ensure all transactions are properly authorised and
reviewed in order to safeguard the Company’s interests in its treasury activities as well as to enable
preparation of proper financial statements.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
260 261
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
Related Party Transactions
Policy
Impairment Assessment Policy
Business Planning, Investment
Policies and Procedures
Foreign Exchange Policy
and Guidelines
Credit Policy
Internal Document Policy
External Auditor Assessment
Policy
Budgeting Process
Personal Data Protection
(“PDP”) Policy
Appointment of Existing
External Auditors for Non-Audit
Related Services Policy
Dividend Policy for Subsidiaries
Dividend Policy
Provide guidelines for KPS Berhad and its subsidiaries under which all related party transactions are
reviewed by the BAC and approved by the Board;
Provide guidance to Management and employees to ensure that all transactions involving
potential related parties are determined at an arm’s length basis while any conflicts of interest are
appropriately disclosed and addressed; and
Ensure compliance with the disclosure requirements for all related party transactions.
This policy serves as a guide for understanding and identifying procedures, assessments, reporting
and approving the impairment assessment of assets. It also serves as a guide to the BAC and the
Board in discharging its role, providing oversight over impairment assessment within the Group.
The Group has established policies and procedures for business planning, investment evaluation
and monitoring which includes business planning processes and approval, investment mandate and
criteria, tracking mechanism and establishment of the Investment Evaluation Committee (“IEC”) and
Board Investment Review Committee (“BIRC”), whose terms of reference are reviewed periodically.
The Foreign Exchange (“FX”) policy is to cater for business in international markets as the Group is
exposed to FX risks which could affect revenue, cost competitiveness and profitability.
The main objective of the FX Policy is to ensure all FX exposures are prudently managed and
mitigated in order to minimise the negative effects of adverse exchange rate fluctuation.
This policy is a set of fundamental principles guidelines formulated, enforced and established by
KPS Berhad in the credit management activities of the Group.
The Board approved the Internal Document Policy to establish standardised internal documents
with a focus on the policy papers, framework, guidelines, procedures and other documents
(“Internal Documents”). It outlines the fundamental elements of document management, including
document development, approval, maintaining (retention), implementation and review of Internal
Documents.
The objective of the External Auditors Assessment Policy is to outline the guidelines and procedures
to be performed by the BAC in assessing, reviewing, selecting and appointing External Auditors.
According to Section 271(4) of the Companies Act 2016, the Company appoint or re-appoint the
External Auditors of the Company at each annual general meeting. The appointed External Auditors
shall hold office until the conclusion of the next annual general meeting of the Company.
A detailed budgeting process exists to require all entities in the Group to prepare budgets annually,
which are discussed at the Management level and approved by the respective subsidiaries’ board
of directors.
A reporting system on actual performance against approved budgets is in place whereby significant
variances are reported monthly to the Management and quarterly to the Board.
The Personal Data Protection Act 2010 (“PDPA 2010”) has been implemented to govern the
processing of any personal data with respect to commercial transactions. Pursuant thereto, KPS
Berhad has established a PDP Policy that sets forth the personal data protection guidelines and
standards that govern the Group in managing the collection, processing, usage, retaining and
disclosure of personal data per the PDPA 2010.
The Policy on Appointment of Existing External Auditors for Non-Audit Related Services is a set
of fundamental principles and guidelines enforced by KPS Berhad relating to the appointment of
existing external auditors for non-audit related services in the Group.
This policy is a set of guidelines established to ensure that dividends declared are in reflection of
subsidiaries financial and cash flow position, operating performance and future investment needs
in order to ensure sustainable returns to the shareholders.
The Board has approved the Dividend Policy in which the Company intends to pay at least 30% of
its audited consolidated normalised annual Net Profit After Tax and Minority Interest (“PATAMI”),
subject to affordability and availability of distributable reserves. This policy serves as guidelines to
ensure that dividends declared reflect the Company’s financial position, operating performance
and future investment needs, ensuring equitable and sustainable returns to shareholders.
Financial Management Financial Management
Governance
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
262 263
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
statement on risk management and internal control statement on risk management and internal control
Compliance Policy Sustainability Policy
Task Force on Climate-related
Financial Disclosure Framework
Procurement Policy
Investor Relations Policy
KPS Berhad aims to create a business culture that gains the trust and confidence of its stakeholders
and the public while at the same time promoting business transparency via dedication and
commitment towards compliance with all laws and regulations.
With such aim, the Compliance Policy was established with the principles and guidelines adopted
by the Group and it explains the main processes by which compliance risks are to be identified and
managed at all levels of the Group. The Compliance Policy also sets out the expectations of the
Board on the senior management to oversee and ensure the effective management of compliance
risk.
KPS Berhad recognises five (5) elements for an effective compliance management framework,
namely Identification, Assessment, Mitigation, Monitoring and Reporting.
This framework is periodically assessed and reviewed by the Legal and Compliance Department to
ensure that it remains relevant to the Group’s changing business circumstances.
The Legal and Compliance Department (“LCD”) coordinates compliance risk management activities
to identify, assess, mitigate and educate KPS Berhad employees on the risk of non- compliance.
These are to provide reasonable assurance that the Group’s operation and activities are conducted
in line with key regulatory requirements. The LCD also reports the Group’s state of compliance via
quarterly reporting to relevant boards and committees within the Group.
Other than the above, the LCD has conducted compliance awareness on compliance to the laws
and regulations topics at KPS Berhad’s and its subsidiaries level, via physical and online sessions
and issuing newsletters via email on relevant issues and reminders via email to the respective
subsidiaries to continue adhering compliance.
For a global investment holding company whose business landscape is often subject to a volatile,
uncertain, complex, and ambiguous operating environment, KPS Berhad’s sustainability policy has
emerged as a crucial tool for enhancing the Group’s ERM. By integrating sustainability principles
into the core investment activities, it proactively identifies, assesses, and mitigates a broader range
of risks for the Group’s operations, while also seizing opportunities for growth via sustainable
practices.
This connection helps address the fundamental shift in risk perception, whereby the traditional
risk management frameworks often focus solely on financial and operational risks, overlooking the
ESG factors. Therefore, having the sustainability policy in place guides the Group in adopting a
more holistic approach to enterprise risk, recognising the interconnectedness of the ESG systems
and the Group’s prospect for sustainable value creation.
By embedding sustainability criteria into the risk assessments, the Group gains deeper insights into
emerging risks affecting its business; for instance, into those related to climate change, resource
management, social inequality, and regulatory shifts. The expanded risk perspective helps the
Group anticipate potential threats and opportunities further, facilitating more informed decision-
making in achieving its business objectives through operational excellence, positioning it to
succeed in an evolving operating environment, and ultimately shaping its business resilience.
KPS Berhad’s adoption of the TCFD significantly enhances our preparedness to manage climate-
related risks and opportunities by integrating climate considerations into the strategic planning
and risk management processes, all with the aim to ensure the Group’s business resilience and
sustainability in the long-term. As the Group aligns its business strategies with climate considerations,
the Group shall be better equipped to identify emerging opportunities.
The TCFD also provides a structured approach to identifying and assessing the physical and
transition risks, guiding the Group to develop robust strategies to mitigate potential climate-related
impacts by fostering adaptation and innovation, maintaining operational continuity, and driving
operational efficiency at KPS Berhad and its subsidiary companies. This shall ultimately safeguard
the Group against financial losses and reputational harm due to the risks, amidst the evolving
climate-related challenges.
The TCFD adoption also enhances transparency and accountability within the Group by
encouraging clear and consistent reporting of climate-related risks and opportunities, facilitating
informed decision-making within the Group while enabling the stakeholders to assess the Group’s
climate risk exposure accurately. Furthermore, by embracing TCFD recommendations, KPS Berhad
can stay ahead of regulatory requirements, enhance its competitiveness as a global investment
holding company, and contribute to the transition towards a low-carbon economy.
In line with the adoption of TCFD, group-wide briefing and training have been conducted to the
operation and management level of both KPS Berhad and the subsidiaries. The objectives of the
sessions were:
- To introduce the operation and management on TCFD’s pillars and requirement; and
- To integrate Climate Risk into existing Risk Management Framework.
The Procurement Policy was established to achieve high standards of professionalism, transparency
and accountability while maximising efficiency, effectiveness and flexibility in the procurement
process within a system of checks and balances. This is to ensure that KPS Berhad obtains the best
value in quality goods and services.
The Investor Relations (“IR”) Policy is established to ensure compliance with Bursa Malaysia
securities legislation and other governing laws and regulations regarding disclosure of material
information, as well as to manage investor expectations by making all required disclosures on a
broadly disseminated basis with a balanced view of the prospects of KPS Berhad and its business.
The IR Policy shapes the IR strategy and the foundation of its initiatives, emphasizing clarity and
reliability of the disseminated information, its openness, timeliness and consistency. The IR Policy
is the framework based on which the Board, Management and relevant employees frame effective
communication with the shareholders, investors, other stakeholders, and the general public. It also
facilitates feedback, which can be factored into future business decisions.
Governance Governance
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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KPS Berhad
statement on risk management and internal control statement on risk management and internal control
Supplier Integrity Pledge
Declaration Of Conflict of
Interest By Employees and
Board of Directors
Integrity, Governance And Anti-
Corruption Award 2023 (Aiga
2023)
Integrity, Governance And Anti-
Corruption Awareness Sessions
Anti-Bribery And Corruption
Policy
As part of our initiative to ensure our appointed suppliers/vendors have understood the COBE
and are fully committed to conduct its work with complete integrity, the Company requires all
its appointed suppliers/vendors at both KPS Berhad and subsidiary level to execute an Integrity
Pledge upon commencing business with the Company or register as suppliers for the Company.
Other than the above policies established to promote integrity culture at the Company, KPS
Berhad has continuously made effort to ensure proper transparency and declaration is made
by its employees, including the subsidiaries’ employees to avoid potential conflict of interest in
the Company’s business dealings. This can be evidence by the mandatory annual submission
of Conflict-of-Interest Form from all of the employees to the Human Resource Department. The
employees are also expected to alert the Company and the Human Resource Department in the
event that there is potential conflict of interest in any business, employment and pricing services
dealings with the Company.
The same effort is continued at the Board level, as the Director is obligated to make the Annual
Declaration of Conflict of Interest, in compliance with the Company’s Conflict of Interest Policy
which was established in August 2022.
KPS Berhad won Bronze category in its first participant in the AIGA 2023, organised by the Malaysia
Institute of Integrity. The AIGA 2023 is initiated to cultivate integrity, best governance and anti-
corruption in the public and private sector. During the assessment stage of the AIGA 2023, 154
participants were evaluated in three stages. Every document, policy, framework, and SOP related
to integrity and governance prepared by IGU was scrutinized. The Bronze award has indicated the
Company’s aspiration to continue with its effort to strengthen its integrity and governance work
ethics and business dealings.
The IGU has conducted periodic awareness and briefing sessions at both KPS Berhad and
subsidiaries level with the employees to continue promoting zero corruption culture at work. These
sessions were conducted both virtually and physically, with a focus on the elements of Section 17A
of the MACC Act 2018, the application of COBE at work, and available processes available under
the WB Policy.
The Anti-Bribery and Corruption Policy (“ABC Policy”), established in November 2019 and fully
adopted by all subsidiaries in March 2020 is intended to ensure the Group’s readiness to combat
corruption and any wrongdoings effectively as well as to establish adequate procedures against
the corporate liability provisions under Section 17A of Malaysian Anti-Corruption Commission
(Amendment) Act 2018 (“MACC Act”).
This ABC Policy applies to the Group, its controlled organisations, business associates acting on the
Group’s behalf, the board of directors and all employees of the Group.
In line with the Government’s directive and effort to strengthen the governance and integrity of
all government-linked companies (“GLC”), the Board had on 27 November 2020 approved the
establishment of the IGU at KPS Berhad. The function of IGU is to oversee four core functions:
complaint management, detection and verification, integrity strengthening and governance.
It assists KPS Berhad in creating a business environment free from corruption, abuse of power and
misappropriation in line with the provisions of Section 17A MACC Act.
Integrity Integrity
Corruption Risk Framework
Organisation Anti-Corruption
Plan 2023-2026 (“OACP”)
KPS Berhad has also developed its Corruption Risk Management Framework (“CRM”), which
have been adopted by all subsidiaries of KPS Berhad. CRM is intended to develop and profile
corruption risks through a structured risk assessment approach and embed corruption prevention
strategies in the Group. The CRM principles are consistent with ISO 37001: 2016 – Anti Bribery
Management System that focuses on analysing root causes impact and corruption risk treatment
plans.
Other than the mandatory bi-annually reporting by the IGU to Bahagian Pengurusan Integriti
Agensi of Malaysia Anti-Corruption Commission, the corruption risk assessment on the CRM is
being conducted and reviewed periodically to ensure that the Group fulfils the requirements of
the Adequate Procedures Guidelines of Section 17A of the MACC Act 2018. For the year 2023,
the IGU has reviewed KPS Berhad and its four (4) other subsidiaries existing corruption risk
assessment, including its newly acquired subsidiary, MDS Advance Sdn Bhd.
During the year, the Board has approved the OACP for KPS Berhad to reflect the Company’s
commitment and professionalism in creating a work environment of integrity, corruption-free and
good corporate governance in a transparent and accountable manner.
In line with the National Anti-Corruption Plan (“NACP”), the OACP outlines the initiatives and actions
to be taken by KPS Berhad in creating a corruption-free environment and to make integrity a culture
within KPS Berhad.
Whistleblowing Policy and
Guidelines
Code Of Business Conduct And
Ethics
The establishment of the Whistleblowing Policy and Guidelines (“WB Policy”) is to enable
employees and members of the public to raise genuine concerns regarding wrongdoing within the
Group. The WB Policy is continuously being reviewed to ensure effective implementation across the
Group and was developed to achieve three (3) objectives as follows:
1. Encourage to raise question and act upon concerns pertaining to the Company at the earliest
opportunity and in an appropriate manner;
2. Provide avenues to raise those concerns and where possible, receive feedback on any action
taken so that it can be addressed in an independent and unbiased manner; and
3. Reassure complainants to be protected from possible reprisals or victimisation for raising a
concern as defined in the WB Policy.
The Integrity and Governance Unit (“IGU”) is the secretariat of the WB Policy where any complaints
from reporting individuals shall be escalated to the Chairman of BGRC.
Further details of the WB Policy can be found on the Company’s website, where the whistleblowing
officer can be contacted via emails, letters or calls. If the reporting individuals feel that the matter
is severe and/or cannot be raised via any of the above-mentioned channels, they may contact the
Chairman of BGRC, being the Director identified in this Annual Report.
KPS Berhad has also established a Code of Business Conduct and Ethics (“COBE”) that extends to
all directors and employees of KPS Berhad, its subsidiaries, and other third parties who perform
services for the Group. COBE helps everyone to focus on areas of ethical business conduct, provides
guidance in recognising and dealing with ethical issues and provides mechanisms to report any
unethical conduct.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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statement on risk management and internal control statement on risk management and internal control
Human Resource Policies
Information Technology Policy
Quality, Safety, Health
and Environment Policy
Cybersecurity Framework
The Human Resource policies establish transparent guidelines for KPS Berhad to impartially and
consistently implement essential human resources practices. These policies establish benchmarks
to assist KPS Berhad in efficiently and effectively managing its business operations and workforce.
In accordance with robust controls and a commitment to upholding the principles of good corporate
governance and employment regulations, these policies have been introduced, implemented, and
monitored appropriately.
The policies are:
• Talent Management and Succession Planning Policy
• Performance Management System Policy
• Conflict of Interest Policy
• Senior Management Remuneration Policy
• Head of Subsidiary Appointment Policy
• Senior Management Gender Diversity Policy
• Entertainment and Gift Policy
As the custodian of the policies, HRD is committed to consistently offering effective human
resource management support. This involves translating policies into programmes and services
that facilitate the achievement of the Group’s objectives. During the reviewed period, HRD initiated
transformation programmes in accordance with a high-performance culture, emphasizing high
expectations of quality and deliverables.
These programmes aimed to reinforce governance, provide guidelines, and foster a high-
performance ethos among KPS Berhad employees. The transformation activities seek to enhance
business value by promoting operational excellence and strategic impact across the Group.
The human resource policies were formulated to conform with various legislations including the
Employment Act 1955, Industrial Relations Act 1967, Malaysian Anti-Corruption Commission
Act 2009, Whistleblower Protection Act 2010, Companies Act 2016, and other relevant laws and
regulations in Malaysia.
KPS Berhad’s Information Technology (“IT”) Policy is designed to promote, standardize, develop,
and implement IT activities throughout the Group. This policy ensures the appropriate protection
of corporate IT resources, aligns security measures with business and workflow requirements,
maintains data integrity and security, and fosters a robust IT culture.
The IT Policy undergoes periodic reviews, incorporating additional cybersecurity controls and
practices based on COBIT® 5 Processes for Governance of Enterprise IT. These updates align with
the KPS Berhad Cybersecurity Framework.
The Board has approved the Quality, Safety, Health and Environmental Policy to continuously
enhance the quality of work, services, safety, health and environmental performance of employee
and all relevant parties. Through the policy, the Management and employees are committed to
ensure all work activities are done safely and to prevent any potential non-conformity of work,
possibility of injury arising from incidents occurring at workplace and any environmental issues.
KPS Berhad’s Board approved the establishment of the Cybersecurity Framework to align
cybersecurity governance and initiatives with the business objectives of KPS Berhad. This framework
aims to safeguard the systems and information of KPS Berhad and its subsidiaries from cyber threats
and enhance the overall cybersecurity capabilities of the Group.
The cybersecurity controls of the Group adhere to the American National Institute of Standards and
Technology (“NIST”) Cybersecurity Framework, emphasizing Identify, Protect, Detect, Respond, and
Recover controls, as outlined in the table below:
• Identify business
context and critical
resources
Minimum Cybersecurity
controls:
• Asset management
• Business impact
assessment
• Cyber Risk
Management
Minimum Cybersecurity
controls:
• Host Security
• Network Security
• Software Security
• Data Protection
• Access Controls
• Encryption Key
Management
• Third Party Risk
Management
• Training and
Awareness
Minimum
Cybersecurity controls:
• Vulnerability
Management
• Security Monitoring
Minimum
Cybersecurity controls:
• Cyber incident
Response Plan
• Cyber crisis
escalation and
communication
Minimum
Cybersecurity
controls:
• Vulnerability
Management
• Security Monitoring
• Supports the ability
to limit or contain the
impact of a potential
cybersecurity event
• Enables timely
discovery of
cybersecurity
events
• Supports the ability
to contain the
impact of a potential
cybersecurity
incident
• Supports timely
recovery to normal
operations
• Reduce the impact
from a cybersecurity
incident
Identify Protect Detect Respond Recover
People Management Technology Management
Anti-Harassment Policy
KPS Berhad has established the Anti-Harassment Policy (“AHP”), which is a documented commitment
of the Company to provide a safe, conducive and harassment-free environment for all of employees
and fulfilling the recommendations set forth in the year 2023 amendments’ to Employment Act
1995.
The AHP also lists the avenues available for the Company and third party to lodge any complaints
related to harassment. All records and findings related to the complaints are to be treated as
confidential information, and an investigation will be conducted to ensure corrective action(s) can
be done by the Company or otherwise, as required by law.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
268 269
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KPS Berhad
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KPS Berhad
statement on risk management and internal control statement on risk management and internal control
Data Protection Framework
On 16 November 2023, KPS Berhad’s Board approved the Data Protection (“DP”) Framework that
framework establishes a structured and comprehensive approach to data protection, ensuring legal
compliance, safeguarding data privacy, managing risks, and cultivating trust with stakeholders.
Objective of the DP framework is to:
i. Align with cyber security initiatives to business objectives;
ii. Establish data protection governance to support cybersecurity initiatives; and
iii. Establish a set of principles, policies, and procedures that the Group follows to protect the
privacy, confidentiality, integrity, and availability of data it collects, processes, stores, or transmits.
The foundational principles of data protection should strive to maintain crucial aspects, such as
lawfulness, fairness, and transparency; purpose limitation; data minimization; accuracy; storage
limitation; as well as integrity and confidentiality.
Technology Management
The details of the Whistleblowing Policy, Enterprise Risk Management Policy, Anti-Bribery and Corruption Policy, Senior
Management Remuneration Policy, Senior Management Gender Diversity Policy, Sustainability Policy, Quality, Safety, Health
and Environment (“OSHE”) Policy, Dividend Policy, Code of Business Conduct and Ethics, and Investor Relations Policy can be
found in the Company’s website at www.kps.com.my.
monitoring and review
The processes adopted to monitor and review the effectiveness of the internal control system are as follows:
i) All subsidiaries submit monthly Management Reports to their respective EXCO and Finance Departments. The reports
include a review of actual results against the preceding year as well as against the budget, with the significant variance
explained and necessary actions taken.
ii) Investment and divestment proposals and investees performance reports are tabled to the Board Investment Review
Committee (“BIRC”) quarterly. The Chairman of the BIRC would then update the Board on matters deliberated.
iii) Quarterly risk, compliance, integrity and IT reports are tabled and deliberated at the RGWC and BGRC meetings for
onward submission to the Board for deliberation.
iv) Quarterly financial performance reports from the Management of KPS Berhad and its subsidiaries are tabled to the BAC
for deliberation and subsequently recommended to the Board for approval.
v) The BAC meets quarterly to review internal audit findings and ensure that highlighted weaknesses in internal controls are
appropriately addressed by the Management. The BAC is supported by the IAD in terms of the following:
• Internal Audit findings are discussed with auditees and respective EXCO members, with recommendations provided
to address the issues;
• Submissions of reports to the BAC at quarterly intervals containing improvement opportunities, audit findings,
management response and corrective actions in areas with significant risks and internal control deficiencies;
• Monthly follow-up reviews via the Internal Audit Findings Register (“IAFR”) to determine the adequacy, effectiveness
and timeliness of Management’s actions on audit recommendations highlighted in the 2023 internal audit reports
with progress updates provided to the BAC on a quarterly basis; and
• Continuous review of the BAC TOR to reflect updates to the current business environment, including Malaysia
Institute of Accountant (“MIA”) by-law requirements.
vi) The Board is duty-bound and responsible for the governance of sustainability practices within the Group. It is assisted
by the Sustainability Board Committee (“”SBC”), which comprises selected Board members who directly oversee the
implementation within the Group of the sustainability policy, strategies and plans, and the management of the Group’s
sustainability matters, priorities and targets.
The SBC convenes at least twice yearly, while the consultations between the Management and external stakeholders
occurs formally and informally throughout the year, Furthermore, Heads of Department and Heads of Subsidiaries, or
their authorised representatives, are represented in the Corporate Sustainability Champion meetings. The meetings are
held at least bi-annually, where significant ESG risks and opportunities are deliberated on, identified and assessed, before
the resultant recommendations are escalated to the SBC, who in turn, will guide the Management towards the suitable
sustainability solutions and respective initiatives in addressing the Group’s materiality matters.
Continuous efforts are undertaken to ensure the standardisation, timeliness, and comprehensiveness of key internal
control procedures. The system of internal controls has clear management support, including the involvement of the
Board, and is designed to address the risks to which the Group is exposed.
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
274
directors’ report
285
statement by directors
285
statutory declaration
286
independent auditors’ report
294
statements of profit or loss
296
statements of comprehensive income
297
statements of financial position
299
consolidated statement of changes in equity
301
statement of changes in equity
302
statements of cash flows
305
notes to the financial statements
chapter 10:
financial statements
statement on risk management and internal control
conclusion
For the financial year ended 31 December 2023, the Board has actively monitored and reviewed the risk management
practices and effectiveness of the internal control structure, based on the adopted ERM framework, which includes
processes for identifying, evaluating and managing significant risks faced by the Group. This is an ongoing process that
includes enhancement of the relevant key internal controls when there are changes in the business environment.
The Board has received assurance from the MD/GCEO and Deputy Chief Executive Officer, Finance & Corporate Services that
the Group’s risk management framework and internal control structure is operating adequately and effectively in all material
aspects, based on the current risk management and internal control system of the Group. Where weaknesses are identified,
rectification steps have been put in place.
Based on the assurances provided and with the implementation of the ERM framework as well as the adoption of Internal
Control Framework the Board is of the opinion that the risk management and internal control system for the year under review,
up to the date of the issuance of the Group’s financial statements, are adequate and effective in safeguarding shareholders’
investments and all stakeholders’ interests.
review of the statement by external auditors
As required by paragraph 15.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the external
auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review was
performed in accordance with the Audit and Assurance Practice Guide 3 (“AAPG3”) issued by the Malaysian Institute of
Accountants.
AAPG3 does not require the External Auditors to consider whether the Statement on Risk Management & Internal Control
covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the risk management system and
internal control processes of the Group. AAPG 3 also does not require the External Auditors to consider whether the processes
described to deal with material internal control aspects of any significant problems disclosed in the Annual Report FY2023
would, in fact, remedy the problems.
Based on the procedures performed and evidence obtained, the External Auditors have reported to the Board that
nothing has come to their attention to cause them to believe that this statement is not prepared, in all material respects, in
accordance with the disclosures required by paragraphs 41 and 42 of the Guidelines to be set out, nor is the statement factually
inaccurate.
chapter 2
values created
chapter 1
about KPS Berhad
about this report chapter 3
investor relations
chapter 4
management discussion
and analysis
chapter 5
our material matters
272 2023 Integrated Annual Report
KPS Berhad
directors’ report directors' report (continued)
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2023.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are summarised as
follows:
(a) manufacturing and trading of electronic products, plastic moulded components, chemical products, paper products,
packaging materials, bedding products, adhesive and household care products and machine parts;
(b) licensing and distribution of bedding products;
(c) contractors and subcontractors for the laying of pipes and all kinds of constructional, structural and civil engineering
works; and
(d) investment holding.
Other information relating to the respective subsidiaries are disclosed in Note 16 to the financial statements. There have been
no significant changes in the nature of these activities of the Group and of the Company during the financial year.
RESULTS
Group Company
RM’000 RM’000
Profit for the financial year 19,402 9,625
(Loss)/Profit attributable to:
Owners of the parent
- from continuing operations (1,599) 9,625
- from discontinuing operations 10,466 -
8,867 9,625
Non-controlling interests
- from continuing operations 2,951 -
- from discontinuing operations 7,584 -
10,535 -
19,402 9,625
DIVIDENDS
Dividends paid, declared or proposed since the end of the previous financial year were as follows:
Company
RM’000
In respect of financial year ended 31 December 2022:
Single-tier final dividend of 2.5 sen per ordinary share, on 537,385,383 ordinary
shares declared on 30 May 2023 and paid on 20 June 2023 13,435
In respect of financial year ended 31 December 2023:
Single-tier interim dividend of 1.0 sen per ordinary share, on 537,385,383
ordinary shares declared on 27 November 2023 and paid on 29 December 2023 5,374
The Directors recommend a single-tier final dividend of 1.0 sen per ordinary share of approximately RM5,373,854 in respect
of the financial year ended 31 December 2023, which is subject to the approval of shareholders at the forthcoming Annual
General Meeting.
On 26 March 2024, the Company declared a special dividend of 4.5 sen per ordinary share of approximately RM24,182,342 in
respect of the financial year ending 31 December 2024.
The financial statements for the financial year ended 31 December 2023 do not reflect this proposed final and special cash
dividend. The proposed final and special cash dividend, shall be accounted for as an appropriation of retained earnings in the
financial year ending 31 December 2024.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than the transfer of
appropriation of net profit of certain foreign subsidiaries of the Group amounting to RM1,296,000 from retained earnings to
capital reserve in accordance with their local regulation.
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
ISSUE OF SHARES AND DEBENTURES
The Company did not issue any new shares or debentures during the financial year.
DIRECTORS
The Directors who have held office during the financial year and up to the date of this report are as follows:
Dato’ Setia Haris bin Kasim
Dato’ Ikmal Hijaz bin Hashim*
Norliza binti Kamaruddin*
Dato’ Noorazman bin Abd Aziz*
Ahmad Fariz bin Hassan*
Sharmila Sekarajasekaran*
Datuk Syed Izuan bin Syed Kamarulbahrin*
Ts. Saipolyazan bin Mat Yusop (Appointed on 22 March 2024)
Norita binti Mohd Sidek (Resigned on 22 March 2024)
* These Diwectors are also Directors of the Company’s subsidiaries.
Subsidiaries of Kumpulan Perangsang Selangor Berhad (excluding those who are already listed above)
Suzila binti Khairuddin
Azlan bin Abdul Jalil
Yeoh Jin Hoe **
Tan Siew Kim
Abu Bakar bin Hashim
Tan Chee Kit
Phang Kwai Sang
Dato’ Lim Yew Boon
Chan Heng Loong
Aw Kwai Fong
Lim Kian Tiong
Teoh Swee Hooi
Lim Hui Bian
Tan Kian Weng
Tan Hooi Bee
Tan Seng Guan
Hee Ching Hock
Kee Hee Lai
Kwek Cheng Chai
Aminurddin bin Abdul Jalil
Syed Johan Izmin bin Syed Mansor
Dato’ Suraya binti Yaacob
Muhammad Sobri bin Osman
Norhaniesa binti Hasan
Gan Shan Ye
Muhamad Hafidz bin Abdul Jamal
Sakeenah binti Azman
Lee Chi Yeung (Appointed on 20 May 2023)
Edward Khoo Mong Wei (Appointed on 5 September 2023)
Edyson Heryanto Manurung (Appointed on 24 November 2023)
Muhammad Hazimin bin Jasmani (Resigned on 20 May 2023)
Noor Hasnan bin Hamzah (Resigned on 5 September 2023)
Nurman Tan (Resigned on 24 November 2023)
Keith Christopher Yeoh Min Kit ** (Resigned on 20 March 2024)
** These Directors were the Directors of Kaiserkorp Corporation Sdn. Bhd. (“Kaiserkorp”) during the financial year. The Company via its wholly-
owned subsidiary, Bold Approach Sdn. Bhd. ("Bold Approach"), divested its interest in Kaiserkorp subsequent to the financial year end.
The transaction has been completed on 20 March 2024. Kaiserkorp has therefore ceased to be a subsidiary of Bold Approach and Bold
Approach now holds 10% equity interest in Kaiserkorp as other investment.
DIRECTORS’ INTERESTS
None of the Directors holding office at the end of the financial year held any interest in the ordinary shares of the Company and
of its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of remuneration received or due and receivable by the Directors) by
reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a
member, or with a company in which the Director has a substantial financial interest other than the remunerations received by
certain Directors as directors/executives of the related corporations.
There were no arrangements made during and at the end of the financial year, to which the Company is a party, which had the
object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or
any other body corporate.
directors' report (continued)directors' report (continued)
DIRECTORS (continued)
The Directors who have held office during the financial year and up to the date of this report are as follows (continued):
Subsidiaries of Kumpulan Perangsang Selangor Berhad (excluding those who are already listed above) (continued)
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2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
directors' report (continued)directors' report (continued)
DIRECTORS’ REMUNERATION
Directors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:
Continuing operations Group Company
RM’000 RM’000
Directors of the Company
Non-Executive Directors:
Fees 984 870
Other emoluments 281 256
1,265 1,126
Executive Directors
Salaries and bonus 1,956 1,956
Other emoluments 838 838
2,794 2,794
Total remuneration for Directors of the Company 4,059 3,920
Directors of subsidiaries
Non-Executive Directors:
Fees 78 -
Other emoluments 20 -
98 -
Executive Directors
Fees 12 -
Salaries and bonus 1,942 -
Other emoluments 275 -
2,229 -
Total remuneration for Directors of subsidiaries 2,327 -
Total Directors’ remuneration 6,386 3,920
Total Non-Executive Directors’ remuneration 1,363 1,126
Total Executive Directors’ remuneration 5,023 2,794
Total Directors’ remuneration 6,386 3,920
The estimated monetary value of benefits-in-kind received by the Directors other than in cash from the Group and from the
Company amounted to RM91,000 (2022: RM132,000).
DIRECTORS’ REMUNERATION (continued)
Directors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:
(continued)
Discontinuing operations:
Group Company
RM’000 RM’000
Directors of the subsidiaries
Non-Executive Directors
Fees 44 -
Other emoluments 10 -
54 -
INDEMNITY AND INSURANCE FOR DIRECTORS, OFFICERS AND AUDITORS
The Group and the Company effected Directors’ and officers’ liability insurance during the financial year to protect the Directors
and the officers of the Group and of the Company against potential costs and liabilities arising from claims brought against the
Directors and the officers.
During the financial year, the total amount of insurance premium paid for the Directors and the officers of the Group and of the
Company amounted to RM44,000.
There were no indemnity given to or insurance effected for the auditors of the Group and of the Company during the
financial year.
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY
(I) AS AT THE END OF THE FINANCIAL YEAR
(a) Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable
steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and had satisfied themselves that all known bad debts had been written off and
that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial
year have not been substantially affected by any item, transaction or event of a material and unusual nature except
for the severance payment by a subsidiary amounting to RM14,156,000 during the financial year in the statement
of profit or loss of the Group.
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chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
directors' report (continued)directors' report (continued)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c) The Directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts
in the financial statements of the Group and of the Company inadequate to any material extent;
(ii) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate.
(d) In the opinion of the Directors:
(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect
substantially the results of the operations of the Group and of the Company for the financial year, in which
this report is made; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the
period of twelve (12) months after the end of the financial year, which would or may affect the ability of the
Group and of the Company to meet their obligations as and when they fall due.
(III) AS AT THE DATE OF THIS REPORT
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the
financial year to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the
financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.
ULTIMATE HOLDING CORPORATION
The Directors regard Menteri Besar Selangor (Pemerbadanan), a corporate body formed under Enactment No. 3 of the Menteri
Besar Selangor (Incorporation), Enactment 1994, as the ultimate holding corporation.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD
During the financial year
(a) Acquisition of 100% equity interest in MDS Advance Sdn. Bhd. (“MDS Advance”)
On 1 December 2022, the Group’s wholly-owned subsidiary, Perangsang Dinamik Sdn Bhd (“Purchaser”), had entered
into conditional Share Sale Agreement (“SSA”) with Gan Lian Ban (“GLB”) and Chuah Mooi Kheng (“CMK”) (GLB and
CMK are collectively referred to as “Vendors”) for the acquisition of 100% equity interest in MDS Advance for a cash
consideration of RM85,000,000 (“Acquisition”).
The Acquisition entails the acquisition of the Sale Shares from the Vendors by the Purchaser for a total cash consideration
of RM85,000,000 in the proportion as set out below:
(i) 51% equity interest in MDS Advance from GLB for a cash consideration of RM43,350,000; and
(ii) 49% equity interest in MDS Advance from CMK for a cash consideration of RM41,650,000.
On 13 January 2023, conditions precedent have been fulfilled and on the event date, the SSA has become unconditional
and the acquisition was completed, which in turn MDS Advance became an indirect subsidiary of the Group.
(b) Completion of voluntary winding-up of Toyoplas Manufacturing (Nanning) Co. Ltd. (“TMN”)
TMN, an indirect wholly-owned subsidiary of Toyoplas Manufacturing (Malaysia) Sdn Bhd (“Toyoplas”), which in turn is an
indirect wholly-owned subsidiary of the Company, had on 30 August 2022 commenced its voluntary winding-up.
On 17 July 2023, the voluntary winding-up process of TMN had been completed and TMN had been duly wound-
up, pursuant to a notification received from People’s Republic of China (“PRC”)’s State Administration for Industry and
Commerce on the same date.
(c) Voluntary winding-up of Toyoplas Manufacturing (Shanghai Songjiang) Co. Ltd. (“TMS”)
On 29 December 2023, TMS, an indirect wholly-owned subsidiary of Toyoplas, which in turn is an indirect wholly-owned
subsidiary of the Company, commenced its voluntary winding-up.
TMS was incorporated in 2002 in PRC with an authorised and paid-up capital of USD5,500,000. TMS was principally
involved in the production and sale of precision plastic moulds and precision plastic accessories for electrical appliances.
TMS is not a major subsidiary of the Group, considering its level of contribution to the profit before tax and total assets
employed of the Group and its subsidiaries.
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
directors' report (continued)
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD
(continued)
During the financial year (continued)
(c) Voluntary winding-up of Toyoplas Manufacturing (Shanghai Songjiang) Co. Ltd. (“TMS”) (continued)
Considering the larger trade diversion and supply chain diversification strategies within the industry, Toyoplas and its
subsidiaries (“Toyoplas Group”) intend to consolidate its operations in PRC while expanding its operations outside of
PRC together with its key customers which have been growing their presence in Vietnam where Toyoplas Group had
recently opened a new factory. The existing plastic injection business and production capacity of TMS shall be transferred
to Toyoplas Group’s factories in Vietnam and Malaysia while mould fabrication which is an upstream activity shall be
consolidated to Toyoplas Group’s remaining factory in PRC located in Dongguan. The voluntary winding-up of TMS is a
key component of Toyoplas Group’s effort to streamline its resources and operations, which involves the re-alignment of
operational capacities closer to customers and in a more cost-efficient environment.
There are no expected losses on the voluntary winding-up, and the Group is not expected to incur any financial impact
therefrom. The completion of the voluntary winding-up proceedings is subject to clearance of the relevant authorities in
the PRC.
None of the Directors or major shareholders of the Group and/or persons connected with them have any interests, direct
or indirect in the voluntary winding-up of TMS.
The transaction has not been completed as at the date of this report.
(d) Divestment by Bold Approach Sdn Bhd (“Bold Approach”), a wholly-owned subsidiary of the Company, of its
50% equity interest in Kaiserkorp Corporation Sdn Bhd (“Kaiserkorp”) to AI Dream (HK) Limited (“AI Dream” or
“Purchaser”) for a cash consideration (“Divestment”)
The Company, Bold Approach and Yeoh Jin Hoe (“YJH”) had on 9 January 2024, entered into a conditional share sale
agreement (“SSA”) with AI Dream for the following:
(i) the divestment by Bold Approach of 44,618,685 ordinary shares in Kaiserkorp, representing its 50% equity interest
in Kaiserkorp to AI Dream for a cash consideration of USD57,463,605 (equivalent to RM271,458,070); and
(ii) the divestment by YJH, who is a director and shareholder of Kaiserkorp, of 26,771,211 ordinary shares in Kaiserkorp,
representing his 30% equity interest in Kaiserkorp to AI Dream for a cash consideration.
Completion shall take place on the 10th business day following the satisfaction or waiver (to the extent permitted
under the SSA) of the Conditions Precedent or such other day mutually agreed in writing between the Vendors and the
Purchaser. The Divestment has obtained approval from the Company’s shareholders at an extraordinary general meeting
held on 6 March 2024.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD
(continued)
During the financial year (continued)
(d) Divestment by Bold Approach Sdn Bhd (“Bold Approach”), a wholly-owned subsidiary of the Company, of its
50% equity interest in Kaiserkorp Corporation Sdn Bhd (“Kaiserkorp”) to AI Dream (HK) Limited (“AI Dream” or
“Purchaser”) for a cash consideration (“Divestment”) (continued)
The transaction has been completed on 20 March 2024. Kaiserkorp has therefore ceased to be a subsidiary of Bold
Approach and Bold Approach now holds 10% equity interest in Kaiserkorp as other investment.
Consequently, the results of Kaiserkorp had been reclassified to discontinued operations in the Group’s financial
statements as at 31 December 2023.
Subsequent to the end of the reporting period
(e) Proposed disposal of Plaza Perangsang by the Company to Perbadanan Kemajuan Negeri Selangor (“Proposed
Disposal”)
On 29 February 2024, the Company entered into a conditional sale and purchase agreement (“the Agreement") with
Perbadanan Kemajuan Negeri Selangor (“PKNS” or the “Purchaser”) to dispose a 26-storey tower block with 4-storey
podium block and 3-storey basement car park known as “Plaza Perangsang” erected on part of the land held under
H.S.(D) 92260, Lot PT 6, Bandar Shah Alam, Daerah Petaling, Selangor Darul Ehsan and bearing postal address at Plaza
Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan (the “Property”) for a total cash consideration
of RM46,000,000.
Pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Proposed
Disposal is deemed to be a related party transaction as PKNS is a substantial shareholder of the Company and a person
connected to Darul Ehsan Investment Group Berhad, an immediate holding company and a major shareholder of the
Company, which in turn is a wholly-owned subsidiary of Menteri Besar Selangor (Pemerbadanan).
The parties shall assist each other to ensure that the Conditions Precedent are fulfilled within six (6) months from the date
of the Agreement or such other extended period as may be mutually agreed.
The Proposed Disposal has not been completed as at the date of this report. Plaza Perangsang had been reclassified
to non-current assets held for sale in the Company’s and Group’s financial statements for the financial year ended 31
December 2023.
directors' report (continued)
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
AUDITORS
The auditors, BDO PLT (201906000013 (LLP0018825-LCA) & AF 0206), have expressed their willingness to continue in office.
The auditors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:
Group Company
RM’000 RM’000
Continuing operations:
Statutory audit 2,120 134
Non-statutory audit services 75 5
2,195 139
Discontinuing operations:
Statutory audit 105 -
Non-statutory audit services 20 -
125 -
2,320 139
Signed on behalf of the Board in accordance with a resolution of the Directors.
…........................................................................ ….............................................................
Datuk Syed Izuan Bin Syed Kamarulbahrin Ahmad Fariz Bin Hassan
Director Director
Shah Alam
26 March 2024
In the opinion of the Directors, the financial statements set out on pages 294 to 420 have been drawn up in accordance with
Malaysian Financial Reporting Standards, IFRS Accounting Standards and the provisions of the Companies Act 2016 in Malaysia
so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023 and of the
financial performance and cash flows of the Group and of the Company for the financial year then ended.
On behalf of the Board,
Datuk Syed Izuan Bin Syed Kamarulbahrin Ahmad Fariz Bin Hassan
Director Director
Shah Alam
26 March 2024
directors' report (continued) statement by directors
statutory declaration
I, Suzila Binti Khairuddin (CA 37527), being the officer primarily responsible for the financial management of Kumpulan
Perangsang Selangor Berhad, do solemnly and sincerely declare that the financial statements set out on pages 294 to 420
are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to
be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly )
declared by the abovenamed )
at Shah Alam this )
26 March 2024 ) Suzila Binti Khairuddin
Before me:
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia)
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Kumpulan Perangsang Selangor Berhad, which comprise the statements of
financial position as at 31 December 2023 of the Group and of the Company, and the statements of profit or loss, statements
of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for
the financial year then ended, and notes to the financial statements, including material accounting policy information, as set
out on pages 294 to 420.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2023, and of their financial performance and their cash flows for the financial year then ended in
accordance with Malaysian Financial Reporting Standards (“MFRS”), IFRS Accounting Standards and the requirements of the
Companies Act 2016 in Malaysia.
Basis for Opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence and Other Ethical Responsibilities
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and
we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current year. These matters were addressed in the context of our audit
of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matters (continued)
Key Audit Matters of the Group
(a) Annual assessment of impairment of goodwill
The carrying amount of goodwill of the Group as at 31 December 2023 amounted to RM213,465,000 as disclosed in
Note 19 to the financial statements.
We determined the annual assessment of impairment of goodwill to be a key audit matter because of its significance to
the Group’s consolidated financial position and it requires significant management judgement and key assumptions in
determining the value-in-use of the CGUs to determine the expected cash flows. These judgements and key assumptions
include projected growth in future revenues and profit margins, as well as determining appropriate pre-tax discount
rates and terminal values.
Our audit procedures included the following:
(i) compared prior period projections to historical performance to assess reliability of management’s projections;
(ii) compared cash flow projections against the CGUs’ approved one-year financial budget and future projections;
(iii) assessed the reasonableness of the key assumptions applied in the value-in-use calculations through discussions
with management to understand and evaluate their basis in determining the key assumptions and compared
them to available external market information;
(iv) assessed the reasonableness of the pre-tax discount rate applied by management for the CGUs by comparing the
discount rates used to entities with similar risk profiles and relevant market information and other risk factors; and
(v) performed sensitivity analysis of our own to stress test the key assumptions in the impairment model.
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
286 287
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Key Audit Matters (continued)
Key Audit Matters of the Group (continued)
(b) Impairment of trade receivables
Gross trade receivables of the Group as at 31 December 2023 were RM284,305,000 and the associated impairment
losses of trade receivables were RM2,007,000, which include expected credit loss and credit-impaired trade receivables
of RM1,268,000 and RM739,000 as disclosed in Note 22(l) to the financial statements respectively.
We determined this to be key audit matter because it requires management to exercise significant judgement in
assessing expected credit losses, including determining the probability of default by trade receivables and appropriate
forward-looking information.
Our audit procedures included the following:
(i) understand management’s internal control and assessment process for impairment of trade receivables and
assessed the inherent risk of material misstatement by considering the degree of estimation uncertainty and level
of other inherent risk factors associated with this accounting estimate;
(ii) evaluated management’s assessment and explanations on the individually significant trade receivables that were
past due as at 31 December 2023 with reference to supporting evidence such as payment record of the customers
and correspondences with customers; and
(iii) evaluated the appropriateness of the forward-looking information and expected credit losses by re-computing
the correlation coefficient between the historical losses and the macroeconomic indicators applied by the Group.
(c) Impairment of investment in an associate, NGC Energy Sdn. Bhd. (“NGC Energy”)
As at 31 December 2023, the carrying amount of the Group’s investment in NGC Energy amounted to RM27,968,000
as disclosed in Note 17(c) to the financial statements. The accumulated impairment loss as at the end of the reporting
period amounted to RM61,233,000. During the financial year, a reversal of impairment loss of RM6,052,000 was
recognised by management due to improved performance in NGC Energy.
We determined the impairment assessment of investment in NGC Energy to be a key audit matter as it requires
significant management judgement and key assumptions in determining the value-in-use of the associate. These
judgements and key assumptions include management’s estimate in future revenues and profit margins, as well as
determining appropriate pre-tax discount rate.
Key Audit Matters (continued)
Key Audit Matters of the Group (continued)
(c) Impairment of investment in an associate, NGC Energy Sdn. Bhd. (“NGC Energy”) (continued)
Our audit procedures included the following:
(i) compared cash flow projections against the associate’s historical performance, then assessed and evaluated the
key assumptions applied in the projections;
(ii) assessed the reasonableness of the pre-tax discount rate applied by management for the associate by comparing
the discount rate used to entities with similar risk profiles and relevant market information and other risk factors;
and
(iii) performed sensitivity analysis of our own to stress test the key assumptions in the impairment model.
(d) Impairment assessment on the carrying amounts of property, plant and equipment and right-of-use assets
As stated in Note 13(d) and Note 14(i) to the financial statements, certain subsidiaries have impairment indicators and
they collectively held RM54,726,000 as the carrying amount of property, plant and equipment and RM16,411,000 as
the carrying amount of right-of-use assets as at 31 December 2023.
Management used forecasted future cash flows in value-in-use model to determine the recoverable amounts of these
property, plant and equipment and right-of-use assets (hereinafter referred to as Cash Generating Units (“CGUs”)) to
assess if there is any impairment loss required on the property, plant and equipment and right-of-use assets of these
subsidiaries.
We determined this to be a key audit matter because it requires management to exercise significant judgement and
estimates about the future results and key assumptions applied to the cash flow projections of the CGUs in determining
their recoverable amounts. These key assumptions include forecast growth in future revenues and operating profit
margins, as well as determining an appropriate pre-tax discount rate and growth rates, which are, among others,
dependent on forecasted economic conditions.
Our audit procedures included the following:
(i) compared prior period projections to historical performance to assess reliability of management’s projections;
(ii) compared cash flow projections against the CGUs’ approved one-year financial budget and future projections;
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
288 289
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Key Audit Matters (continued)
Key Audit Matters of the Group (continued)
(d) Impairment assessment on the carrying amounts of property, plant and equipment and right-of-use assets
(continued)
Our audit procedures included the following: (continued)
(iii) assessed the reasonableness of the key assumptions applied in the value-in-use calculations through discussions
with management to understand and evaluate their basis in determining the key assumptions and compared
them to available external market information;
(iv) assessed appropriateness of pre-tax discount rates used for each CGU by comparing to the weighted average cost
of capital of the Group and relevant risk factors of each CGU, taking into consideration the effects of increasing
interest rates to the CGUs on the discount rates; and
(v) performed sensitivity analysis of our own to stress test the key assumptions in the impairment model.
Key Audit Matter of the Company
(e) Impairment assessment of the carrying amount of costs of investments in subsidiaries
As stated in Note 16(c) to the financial statements, certain subsidiaries have impairment indicators and the net carrying
amount of costs of investments in these subsidiaries amounted to RM1,044,018,000 as at 31 December 2023.
We determined the impairment assessment of the carrying amounts of the costs of investments in subsidiaries to be a
key audit matter as it requires significant management judgement and key assumptions in determining the value-in-use
of these subsidiaries. These judgements and key assumptions include projected growth in future revenues and profit
margins, as well as determining appropriate pre-tax discount rates and terminal values.
Our audit procedures included the following:
(i) compared prior period projections to historical performance to assess reliability of management’s projections;
(ii) compared cash flow projections against the affected subsidiaries’ approved one-year financial budget and future
projections;
(iii) assessed the reasonableness of the key assumptions applied in the value-in-use calculations through discussions
with management to understand and evaluate their basis in determining the key assumptions and compared
them to available external market information;
Key Audit Matters (continued)
Key Audit Matter of the Company (continued)
(e) Impairment assessment of the carrying amount of costs of investments in subsidiaries (continued)
Our audit procedures included the following: (continued)
(iv) assessed the reasonableness of the pre-tax discount rate applied by management for the affected subsidiaries by
comparing the discount rates used to entities with similar risk profiles and relevant market information and other
risk factors; and
(v) performed sensitivity analysis of our own to stress test the key assumptions in the impairment model.
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our auditors’
report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of
the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Statements
The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company that
give a true and fair view in accordance with MFRSs, IFRS Accounting Standards, and the requirements of the Companies Act
2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable
the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability
of the Group and of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or
to cease operations, or have no realistic alternative but to do so.
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the
Group and of the Company.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on ability of the Group or of the Company to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of
the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause
the Group or the Company to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
Auditors’ Responsibilities for the Audit of the Financial Statements (continued)
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have
not acted as auditors are disclosed in Note 16 to the financial statements.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
BDO PLT Koo Swee Lin
201906000013 (LLP0018825-LCA) & AF 0206 03281/08/2024 J
Chartered Accountants Chartered Accountant
Kuala Lumpur
26 March 2024
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
independent auditors’ report
to the members of Kumpulan Perangsang Selangor Berhad
(incorporated in Malaysia) (continued)
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chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
(Loss)/Profit attributable to:
Owners of the parent
Continuing operations (1,599) 58,357 9,625 (13,918)
Discontinuing operations 10,466 14,856 --
8,867 73,213 9,625 (13,918)
Profit/(Loss) attributable to:
Non-controlling interests
Continuing operations 2,951 3,522 --
Discontinuing operations 7,584 9,126 --
10,535 12,648 - -
19,402 85,861 9,625 (13,918)
Group
2023 2022
Note RM’000 RM’000
Earnings per share (“EPS”) attributable to owners of parent (sen)
Basic and diluted:
Continuing operations 11 (0.30) 10.86
Discontinuing operations 11 1.95 2.76
1.65 13.62
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Continuing operations
Revenue 3 1,046,115 1,161,530 50,338 90,719
Cost of sales 4 (876,885) (964,227) --
Gross profit 169,230 197,303 50,338 90,719
Other income 5 73,978 72,483 7,393 5,552
Administrative expenses (129,353) (124,595) (30,549) (31,831)
Selling and marketing expenses (23,713) (23,434) --
Reversal of impairment losses/(Impairment
losses) on financial assets, net 870 4,309 (22) -
Other expenses (52,215) (140,279) (2,505) (62,317)
Operating profit/(loss) 38,797 (14,213) 24,655 2,123
Finance costs 6 (26,710) (21,966) (13,907) (11,479)
Share of results of associates,
net of tax 17 3,795 124,221 --
Profit/(Loss) before tax and zakat 7 15,882 88,042 10,748 (9,356)
Income tax and zakat 10 (14,530) (26,163) (1,123) (4,562)
Profit/(Loss) for the financial year
from continuing operations 1,352 61,879 9,625 (13,918)
Discontinuing operations
Profit for the financial year from
discontinuing operations, net of tax 24 18,050 23,982 --
19,402 85,861 9,625 (13,918)
statements of profit or loss
for the financial year ended 31 december 2023
statements of profit or loss
for the financial year ended 31 december 2023 (continued)
The accompanying notes form an integral part of the financial statements.
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Profit/(Loss) for the financial year 19,402 85,861 9,625 (13,918)
Other comprehensive income/
(loss), net of tax
Item that may be reclassified
subsequently to profit or loss
Foreign currency translations
Continuing operations 6,044 (3,591) --
Discontinuing operations 12,792 11,629 --
Re-measurement of post-employment benefits
Continuing operations (311) (479) --
Total other comprehensive income, net of tax 18,525 7,559 --
Total comprehensive income/(loss) 37,927 93,420 9,625 (13,918)
Total comprehensive income/(loss)
attributable to:
Owners of the parent
Continuing operations 4,090 54,223 9,625 (13,918)
Discontinuing operations 16,513 20,132 --
20,603 74,355 9,625 (13,918)
Non-controlling interests
Continuing operations 2,995 3,586 --
Discontinuing operations 14,329 15,479 --
17,324 19,065 --
37,927 93,420 9,625 (13,918)
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 13 394,454 386,254 1,122 2,069
Right-of-use assets 14 85,212 94,986 -9,252
Investment properties 15 2,943 36,995 -36,995
Investments in subsidiaries 16 --1,098,623 900,983
Investments in associates 17 33,933 35,587 3,009 3,009
Intangible assets 18 50,732 255,399 --
Goodwill 19 213,465 187,220 --
Club memberships 20 153 153 153 153
Other receivables 22 908 1,728 5,875 9,000
Deferred tax assets 26 2,082 935 --
783,882 999,257 1,108,782 961,461
Current assets
Inventories 21 125,120 184,359 --
Trade and other receivables 22 316,887 417,898 8,822 167,845
Current tax assets 7,472 9,859 --
Cash and bank balances and
short term funds 23 440,572 546,239 111,932 171,465
890,051 1,158,355 120,754 339,310
Non-current assets/disposal group classified
as held for sale 24 440,113 5,923 45,522 5,923
TOTAL ASSETS 2,114,046 2,163,535 1,275,058 1,306,694
statements of comprehensive income
for the financial year ended 31 december 2023
statements of financial position
as at 31 december 2023
The accompanying notes form an integral part of the financial statements.
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
EQUITY AND LIABILITIES
Equity attributable to the
owners of the parent
Share capital 30 537,927 537,927 537,927 537,927
Reserves 31 524,583 525,716 433,901 443,085
Shareholders’ equity 1,062,510 1,063,643 971,828 981,012
Non-controlling interests 16 149,980 137,635 --
TOTAL EQUITY 1,212,490 1,201,278 971,828 981,012
LIABILITIES
Non-current liabilities
Other payables 28 11,430 2,019 257,000 257,000
Loans and borrowings 25 359,237 387,707 --
Lease liabilities 14 14,719 18,343 -1
Deferred tax liabilities 26 51,016 109,151 --
Post-employment benefits 27 9,970 9,854 --
446,372 527,074 257,000 257,001
Current liabilities
Trade and other payables 28 220,073 246,209 16,229 38,677
Loans and borrowings 25 107,118 150,093 30,000 30,000
Lease liabilities 14 14,069 12,205 14
Contract liabilities 29 10,021 16,042 --
Current tax liabilities 3,983 10,634 --
355,264 435,183 46,230 68,681
Liabilities of disposal group classified as held
for sale 24 99,920 ---
TOTAL LIABILITIES 901,556 962,257 303,230 325,682
TOTAL EQUITY AND LIABILITIES 2,114,046 2,163,535 1,275,058 1,306,694
The accompanying notes form an integral part of the financial statements.
Total
Foreign equity
currency attributable Non-
Share translation Capital Retained to owners of controlling Total
Note capital reserve reserve earnings the parent interests equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As at 1 January 2023 537,927 15,596 4,273 505,847 1,063,643 137,635 1,201,278
Profit for the financial year - - - 8,867 8,867 10,535 19,402
Gain on foreign currency
translation - 12,047 - - 12,047 6,789 18,836
Re-measurement of post-
employment benefits - - - (311) (311) - (311)
Total comprehensive income
for the financial year - 12,047 - 8,556 20,603 17,324 37,927
Transactions with owners
Dividends paid to
shareholders 12 - - - (18,809) (18,809) - (18,809)
Dividends paid to
non-controlling interests 16(i) - - - - - (4,979) (4,979)
Dividend paid to a
preference shareholder
of a subsidiary - - - (2,927) (2,927) - (2,927)
Total transactions with owners - - - (21,736) (21,736) (4,979) (26,715)
Transfer to retained earnings 31(b) - - (1,296) 1,296 - - -
As at 31 December 2023 537,927 27,643 2,977 493,963 1,062,510 149,980 1,212,490
statements of financial position
as at 31 december 2023 (continued) consolidated statement of changes in equity
for the financial year ended 31 december 2023
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Total
Foreign equity
currency attributable Non-
Share translation Capital Retained to owners of controlling Total
Note capital reserve reserve earnings the parent interests equity
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As at 1 January 2022 537,927 13,975 3,163 485,324 1,040,389 120,631 1,161,020
Profit for the financial year - - - 73,213 73,213 12,648 85,861
Gain on foreign currency
translation - 1,621 - - 1,621 6,417 8,038
Re-measurement of post-
employment benefits - - - (479) (479) - (479)
Total comprehensive income
for the financial year - 1,621 - 72,734 74,355 19,065 93,420
Transactions with owners
Dividends paid to
shareholders 12 - - - (48,364) (48,364) - (48,364)
Dividends paid to
non-controlling interests 16(i) - - - - - (2,061) (2,061)
Dividend paid to a preference
shareholder of a subsidiary - - - (2,737) (2,737) - (2,737)
Total transactions with owners - - - (51,101) (51,101) (2,061) (53,162)
Transfer from retained
earnings 31(b) - - 1,110 (1,110) - - -
As at 31 December 2022 537,927 15,596 4,273 505,847 1,063,643 137,635 1,201,278
consolidated statement of changes in equity
for the financial year ended 31 december 2023 (continued)
The accompanying notes form an integral part of the financial statements.
Share Retained Total
capital earnings equity
Company Note RM’000 RM’000 RM’000
As at 1 January 2023 537,927 443,085 981,012
Profit for the financial year - 9,625 9,625
Other comprehensive income, net of tax - - -
Total comprehensive income - 9,625 9,625
Transaction with owners
Dividends paid to shareholders 12 - (18,809) (18,809)
As at 31 December 2023 537,927 433,901 971,828
As at 1 January 2022 537,927 505,367 1,043,294
Loss for the financial year - (13,918) (13,918)
Other comprehensive income, net of tax - - -
Total comprehensive loss - (13,918) (13,918)
Transaction with owners
Dividends paid to shareholders 12 - (48,364) (48,364)
As at 31 December 2022 537,927 443,085 981,012
statement of changes in equity
for the financial year ended 31 december 2023
The accompanying notes form an integral part of the financial statements.
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
statements of cash flows
for the financial year ended 31 december 2023 (continued)
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit/(Loss) before tax and zakat from:
Continuing operations 15,882 88,042 10,748 (9,356)
Discontinuing operations 24 25,423 30,322 --
41,305 118,364 10,748 (9,356)
Adjustments for:
Amortisation of intangible assets 18 7,791 5,830 --
Depreciation of:
- property, plant and equipment 13 33,510 31,319 414 513
- right-of-use assets 14 16,404 14,808 156 157
- investment properties 15 1,815 2,330 1,758 2,330
Dividend income from:
- subsidiaries 3 --(30,230) (31,687)
- associates 3 --(9,500) (47,800)
Income arising from termination
of lease contracts 14, 24 (103) (78) --
Property, plant and equipment and
intangible assets written off 7, 24 289 1,757 624
Loss/(Gain) on:
- disposal property, plant and equipment 7 659 (845) 1(112)
- fair value of short term funds 5 (7,776) (4,895) (2,543) (1,688)
- disposal of asset held for sale 5 (2,077) -(2,077) -
Net (reversal of impairment loss)/
impairment loss on:
- property, plant and equipment 13 (5,391) 9,952 -440
- right-of-use assets 14 -1,736 --
- investment properties 15 -2,702 -2,702
- investments in subsidiaries 16 ---50,849
- investments in associates 17 (6,052) 68,824 --
- intangible assets 18 (145) 862 --
- goodwill 19 -663 --
Investment in a subsidiary written off ---6,000
Inventories written down, net 21 10,301 2,680 --
Profit payment/interest expense 6, 24 27,835 22,664 13,907 11,479
Profit rate/interest income 5, 24 (4,588) (4,870) (2,467) (3,751)
Provision of post-employment benefits 27 343 (1,330) --
(Reversal of impairment losses)/Impairment
losses on financial assets, net (1,799) (4,217) 22 -
Share of profit of associates 17 (3,795) (124,221) --
Net gain on unrealised foreign exchange (3,363) (5,000) --
Operating profit/(loss) before working
capital changes 105,163 139,035 (19,805) (19,900)
statements of cash flows
for the financial year ended 31 december 2023
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM OPERATING
ACTIVITIES (continued)
Operating profit/(loss) before working
capital changes 105,163 139,035 (19,805) (19,900)
Decrease in inventories 36,892 16,897 --
Decrease in receivables 72,799 60,554 1,877 8,382
(Decrease)/Increase in payables (25,307) (107,278) (7,886) 5,826
Net movement in intercompany balances (1,727) 6,885 --
Cash generated from/(used in) operations 187,820 116,093 (25,814) (5,692)
Contribution paid for post-employment benefits 27 (1,268) (44) --
Dividends received from:
- subsidiaries 3 --30,230 31,687
- associates 17 11,500 49,880 9,500 47,800
Zakat paid 10 (1,733) (5,696) (1,123) (4,562)
Tax paid, net of refunds received (27,574) (28,712) --
Net cash from operating activities 168,745 131,521 12,793 69,233
CASH FLOWS FROM INVESTING
ACTIVITIES
Profit rate/interest income received 4,588 4,083 61 1,240
Purchase of:
- property, plant and equipment 13 (43,545) (47,708) (171) (579)
- investment properties 15 (492) (1,348) (492) (1,348)
- intangible assets 18 (624) (623) --
Payment of right-of-use assets 14 (1,888) (94) --
Acquisition of a subsidiary 16(g) (56,948) ---
Proceeds from redemption of preference
shares in an associate 17 -128,800 -128,800
Proceeds from disposal of:
- property, plant and equipment and right-
of-use assets 13,530 9,429 -112
- assets held for sale 24 8,000 -8,000 -
Withdrawal/(Placement) of short term
funds 109,049 (84,423) 61,810 (95,258)
Net cash from investing activities 31,670 8,116 69,208 32,967
302 303
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM FINANCING
ACTIVITIES
Dividends paid to shareholders 12 (18,809) (48,364) (18,809) (48,364)
Dividends paid to non-controlling interest 16 (4,979) (2,061) --
Dividend paid to a preference shareholder
of a subsidiary (2,927) (2,737) - -
Loans and borrowings:
- drawdowns 25 236,671 426,935 40,000 60,000
- repayments 25 (308,924) (481,859) (40,000) (65,000)
Refinancing of leases 14 2,800 ---
Payments of lease liabilities 14 (19,047) (15,844) (4) (6)
Profit payment/interest expense paid (25,409) (21,003) (13,906) (11,478)
Net movement in intercompany balances 25 535 (49,428) (38,080)
Net movement in deposits pledged with
licensed banks and held for more than
three (3) months 15,047 8,584 (34) (23)
Net cash used in financing activities (125,552) (135,814) (82,181) (102,951)
Net increase/(decrease) in cash and cash
equivalents 74,863 3,823 (180) (751)
Effect of exchange rate changes on cash
and cash equivalents 8,867 (120) --
Cash and cash equivalents at beginning
of financial year 165,118 161,415 1,296 2,047
Cash and cash equivalents at the end of
financial year 23 248,848 165,118 1,116 1,296
The accompanying notes form an integral part of the financial statements.
statements of cash flows
for the financial year ended 31 december 2023 (continued)
1. CORPORATE INFORMATION
Kumpulan Perangsang Selangor Berhad (“the Company”) is a public limited liability company incorporated and
domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office and principal place of business of the Company is located at 17th Floor, Plaza Perangsang, Persiaran
Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan.
The principal activity of the Company is investment holding. The principal activities of the subsidiaries and associates
are described in Note 16 and Note 17 to the financial statements, respectively. There have been no significant changes
in the nature of these activities of the Group and of the Company during the financial year other than those disclosed in
Note 16 and Note 17 to the financial statements.
The immediate holding company of the Company is Darul Ehsan Investment Group Berhad, a company incorporated in
Malaysia. The ultimate holding corporation is Menteri Besar Selangor (Pemerbadanan), a corporate body formed under
Enactment No. 3 of the Menteri Besar Selangor (Incorporation), Enactment 1994.
The consolidated financial statements for the financial year ended 31 December 2023 comprise the Company and its
subsidiaries and the interests of the Group in associates. These financial statements are presented in Ringgit Malaysia
(“RM”), which is also the functional currency of the Company. All financial information presented in RM has been rounded
to the nearest thousand, unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on
26 March 2024.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company set out on pages 294 to 420 have been prepared in
accordance with Malaysian Financial Reporting Standards (“MFRSs”), IFRS Accounting Standards and the provisions of
the Companies Act 2016 in Malaysia.
The accounting policies adopted are consistent with those of the previous financial year except for the effects of
adoption of new MFRSs and Amendments during the financial year. The new MFRSs and Amendments adopted during
the financial year are disclosed in Note 39(a) to the financial statements.
The financial statements of the Group and of the Company have been prepared under the historical cost convention
except as otherwise stated in the financial statements.
notes to the financial statements
for the financial year ended 31 december 2023
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
3. REVENUE
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Revenue from contracts
with customers:
Sale of manufacturing products 877,573 989,034 --
Sale of chemical products 160,078 158,335 --
Construction contracts 302 5,204 --
Management fees from subsidiaries --2,446 2,275
1,037,953 1,152,573 2,446 2,275
Revenue from other sources:
Rental income 8,162 8,957 8,162 8,957
Dividend income from subsidiaries --30,230 31,687
Dividend income from associates --9,500 47,800
8,162 8,957 47,892 88,444
1,046,115 1,161,530 50,338 90,719
Timing of revenue recognition
Transfer over time 302 5,204 --
Transfer at a point in time 1,037,651 1,147,369 2,446 2,275
Revenue from contracts
with customers 1,037,953 1,152,573 2,446 2,275
Disaggregation of revenue from contracts with customers has been presented in the operating segments, Note 36 to
the financial statements, which has been organised into business units based on their products and services from which
the sale transactions originated.
3. REVENUE (continued)
(a) Revenue from sales of manufacturing and chemical products
Revenue from sales of manufacturing and chemical products are recognised at a point in time when the products
have been transferred or the services has been rendered to the customer and coincide with the delivery of
products and services and acceptance by customers, net of discounts.
There is no material right of return and warranty provided to the customers on the sales of manufacturing and
chemical products.
There is no significant financing component in the revenue arising from sales of manufacturing and chemical
products as the sales are made on the normal credit terms not exceeding twelve (12) months.
(b) Revenue from construction contracts
Contracts with customers may include multiple promises to customers and therefore accounted for as separate
performance obligations. In this case, the transaction price will be allocated to each performance obligation
based on the stand-alone selling prices. When these are not directly observable, they are estimated based on
expected cost-plus margin.
Revenue from construction contracts is measured at the fixed transaction price agreed under the agreement.
Revenue is recognised as and when control of the asset is transferred to the customer and it is probable that
the Group would collect the consideration to which it will be entitled in exchange for the asset that would be
transferred to the customer.
Revenue from construction contracts is recognised over the period of the contract using the output method by
reference to the progress towards complete satisfaction of that performance obligation if control of the asset
transfers over time.
(c) Revenue from management fees
Management fees are recognised in the period in which the services are rendered.
(d) Rental income
Rental income is recognised on a straight-line basis over the lease term of an on-going lease.
(e) Dividend income
Dividend income is recognised when the right to receive payment is established.
306 307
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
4. COST OF SALES
Group
2023 2022
RM’000 RM’000
Continuing operations
Cost of inventories sold:
- manufacturing products 727,585 812,244
- chemicals products 149,300 148,151
Construction contracts -3,832
876,885 964,227
5. OTHER INCOME
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Profit rate/interest income* from:
- subsidiaries --2,406 3,686
- related companies -787 --
- deposits with licensed banks 2,575 3,673 61 65
2,575 4,460 2,467 3,751
Sales of scrap 3,311 4,241 --
Gain on:
- disposal of property, plant and equipment -845 -112
- disposal of asset held for sale 2,077 -2,077 -
- fair value of short term funds 7,776 4,895 2,543 1,688
Realised gain on foreign exchange 9,187 19,058 --
Unrealised gain on foreign
exchange 35,440 36,265 --
Reversal of impairment losses on:
- property, plant and equipment 5,391 52 --
- intangible assets 145 ---
- an associate 6,052 ---
Others/Miscellaneous income 2,024 2,667 306 1
73,978 72,483 7,393 5,552
*Profit rate/interest income is recognised as it accrues, using the effective interest method.
6. FINANCE COSTS
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Profit payment/interest expense on:
- short term borrowings 3,845 3,619 166 222
- lease liabilities 1,453 1,183 -1
- term loans 7,216 6,529 --
- sukuk murabahah Islamic medium
term notes 13,512 10,635 --
- other payable 680 ---
- amounts due to subsidiaries --13,741 11,256
- others 4---
26,710 21,966 13,907 11,479
7. PROFIT/(LOSS) BEFORE TAX AND ZAKAT
Other than those disclose elsewhere in the financial statements, profit/(loss) before tax and zakat is arrived at after
charging:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Auditors’ remuneration:
- statutory audit
- BDO PLT 821 811 134 134
- overseas affiliates of BDO
International 247 314 --
- other auditors 1,052 943 --
- non-statutory audit services 75 10 55
Directors’ remuneration (Note 9) 6,386 5,681 3,920 3,362
Employee benefits (Note 8) 216,047 214,914 17,993 18,694
Written off of:
- property, plant and equipment 257 28 624
- intangible assets 32 203 --
Net loss/(gain) on disposal of property, plant
and equipment 659 (845) 1(112)
Loss on foreign exchange:
- realised 7,058 8,716 --
- unrealised 32,082 31,232 --
Severance payment by a subsidiary 14,156 1,095 --
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
8. EMPLOYEE BENEFITS
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Wages, salaries and bonus 165,126 159,187 13,781 15,507
Defined contribution plan 9,780 6,642 1,761 1,614
Social security contributions 7,573 9,190 69 65
Other benefits 33,568 39,895 2,382 1,508
216,047 214,914 17,993 18,694
9. DIRECTORS’ REMUNERATION
The details of remuneration received and receivable by Directors during the financial year are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Directors of the Company
Non-Executive Directors:
Fees 984 913 870 827
Other emoluments 281 282 256 262
1,265 1,195 1,126 1,089
Executive Directors
Salaries and bonus 1,956 1,829 1,956 1,829
Other emoluments 838 444 838 444
2,794 2,273 2,794 2,273
Total remuneration for Directors
of the Company 4,059 3,468 3,920 3,362
9. DIRECTORS’ REMUNERATION (continued)
The details of remuneration received and receivable by Directors during the financial year are as follows: (continued)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations (continue)
Directors of subsidiaries
Non-Executive Directors:
Fees 78 28 --
Other emoluments 20 11 --
98 39 --
Executive Directors:
Fees 12 12 --
Salaries and bonus 1,942 1,885 --
Other emoluments 275 277 --
2,229 2,174 --
Total remuneration for Directors
of subsidiaries 2,327 2,213 --
Total Directors’ remuneration 6,386 5,681 3,920 3,362
Total Non-Executive Directors’
remuneration 1,363 1,234 1,126 1,089
Total Executive Directors’
remuneration 5,023 4,447 2,794 2,273
Total Directors’ remuneration 6,386 5,681 3,920 3,362
The estimated monetary value of benefits-in-kind received by the Directors other than in cash from the Group and from
the Company amounted to RM91,000 (2022: RM132,000).
Group Company
Discontinuing operations 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Directors of subsidiaries
Non-Executive Directors:
Fees 44 39 --
Other emoluments 10 10 --
54 49 --
310 311
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
10. INCOME TAX AND ZAKAT
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Malaysian income tax:
Current income tax 16,776 18,309 --
Over provision in prior years (140) (269) --
16,636 18,040 --
Foreign income tax:
Current income tax 693 8,218 --
(Over)/Under provision in prior years (130) 6--
563 8,224 --
17,199 26,264 --
Deferred taxation:
Relating to origination and reversal
of temporary differences (2,993) (1,191) --
Under provision in prior years 482 661 - -
(2,511) (530) --
Income tax 14,688 25,734 --
Zakat 1,733 5,696 1,123 4,562
Real property gains tax (1,891) (5,267) --
14,530 26,163 1,123 4,562
(a) Malaysian income tax is calculated at the statutory tax rate of 24% (2022: 24%) of the estimated assessable profit
for the year.
(b) Zakat has been calculated at 2.5% (2022: 2.5%) of the adjusted net current assets multiplied by the estimated
Muslim equity holding in the Group and the Company.
(c) Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.
10. INCOME TAX AND ZAKAT (continued)
(d) The numerical reconciliations between the tax expense and the product of accounting profit/(loss) multiplied by
the applicable tax rate of the Group and of the Company are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Profit/(Loss) before tax and zakat 15,882 88,042 10,748 (9,356)
Tax at Malaysian statutory
tax rate of 24% (2022: 24%) 3,812 21,130 2,580 (2,245)
Tax effects in respect of:
- non-taxable income (1,663) (1,625) (9,587) (19,395)
- non-deductible expenses 15,894 36,351 8,188 23,465
- effect of share of results
in associates (911) (29,813) --
- tax incentives (870) (1,860) --
- effect of utilisation of
previously unrecognised
deferred tax assets (1,376) (2,172) (1,181) (1,825)
- deferred tax assets not
recognised 1,341 855 --
- effect of different tax rates
in foreign jurisdictions (1,751) 2,470 --
14,476 25,336 --
(Over)/Under provision in
prior years:
- income tax (270) (263) --
- deferred tax 482 661 --
14,688 25,734 --
312 313
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
10. INCOME TAX AND ZAKAT (continued)
(e) Tax on each component of other comprehensive income is as follows:
Group
Before tax Tax effect After tax
RM’000 RM’000 RM’000
2023
Item that may be reclassified subsequently
to profit or loss
Gain on foreign currency translations
- Continuing operations 6,044 - 6,044
- Discontinuing operations 12,792 - 12,792
Item that may not be reclassified
subsequently to profit or loss
Re-measurement of post-employment benefits
- Continuing operations (399) 88 (311)
2022
Item that may be reclassified subsequently
to profit or loss
(Loss)/Gain on foreign currency translations
- Continuing operations (3,591) - (3,591)
- Discontinuing operations 11,629 - 11,629
Item that may not be reclassified
subsequently to profit or loss
Re-measurement of post-employment benefits
- Continuing operations (614) 135 (479)
11. EARNINGS PER SHARE
(a) Basic earnings per share
Basic earnings per share of the Group for the financial year is calculated by dividing profit for the financial year
attributable to owners of the parent by the weighted average number of ordinary shares in issue during the
financial year:
Group
2023 2022
RM’000 RM’000
(Loss)/Profit for the financial year attributable to owners of
the parent (RM’000)
- Continuing operations (1,599) 58,357
- Discontinuing operations 10,466 14,856
8,867 73,213
Weighted average number of ordinary shares in issue (’000) 537,385 537,385
Basic earnings per share (sen)
- Continuing operations (0.30) 10.86
- Discontinuing operations 1.95 2.76
1.65 13.62
(b) Diluted EPS
The diluted earnings per ordinary share equals basic earnings per ordinary share because there were no potential
dilutive ordinary shares as at the end of the reporting period.
314 315
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
12. DIVIDENDS
Group and Company
2023 2022
Dividend Amount of Dividend Amount of
per share dividend per share dividend
Sen RM’000 Sen RM’000
In respect of the financial year
ended 31 December 2021:
Final dividend paid on 6 July 2022 - - 2.5 13,434
In respect of the financial year
ended 31 December 2022:
Interim dividend paid on 30 December 2022 - - 2.0 10,748
Special dividend paid on 30 December 2022 - - 4.5 24,182
Final dividend paid on 20 June 2023 2.5 13,435 - -
In respect of the financial year
ended 31 December 2023:
Interim dividend paid on 29 December 2023 1.0 5,374 --
18,809 48,364
The Directors recommend a single-tier final dividend of 1.0 sen per ordinary share of approximately RM5,373,854
in respect of the financial year ended 31 December 2023, which is subject to the approval of shareholders at the
forthcoming Annual General Meeting.
On 26 March 2024, the Company declared a special dividend of 4.5 sen per ordinary share of approximately
RM24,182,342 in respect of the financial year ending 31 December 2024.
The financial statements for the financial year ended 31 December 2023 do not reflect this proposed final cash dividend
and the special dividend. The proposed final cash dividend and the special dividend shall be accounted for as an
appropriation of retained earnings in the financial year ending 31 December 2024.
13. PROPERTY, PLANT AND EQUIPMENT
Office
equipment, Construction
Freehold Motor Plant and furniture work-in-
Group land Buildings vehicles machinery and fittings progress Total
2023 Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 13,622 213,618 3,401 144,026 53,828 66,942 495,437
Additions - 6,097 79 9,792 5,766 27,383 49,117
Disposals - (467) (1,217) (28,085) (795) - (30,564)
Written off - - - (807) 536 - (271)
Acquisition of a subsidiary 16 787 2,712 264 9,980 482 1,242 15,467
Reclassification to right-of-use
assets 14 - - - (2,297) - - (2,297)
Reclassification to assets held
for sale 24 - (236) - - (22,898) - (23,134)
Reclassification - 68,989 193 15,513 3,136 (87,831) -
Foreign exchange movement - 3,430 216 8,174 1,991 1,066 14,877
As at 31 December 14,409 294,143 2,936 156,296 42,046 8,802 518,632
Accumulated depreciation
As at 1 January - 22,076 1,634 52,525 21,792 - 98,027
Depreciation charge for the
financial year - 7,806 422 18,253 6,975 54 33,510
Disposals - (223) (894) (14,750) (508) - (16,375)
Written off - - - (649) 635 - (14)
Acquisition of a subsidiary 16 - 209 232 5,096 298 - 5,835
Reclassification to right-of-use
assets 14 - - - (1,200) - - (1,200)
Reclassification to assets held
for sale 24 - (99) - - (11,448) - (11,547)
Reclassification - 55 - (1) - (54) -
Foreign exchange movement - 1,574 196 7,089 1,468 - 10,327
As at 31 December - 31,398 1,590 66,363 19,212 - 118,563
Accumulated impairment
losses
As at 1 January - 790 84 9,115 1,167 - 11,156
Reversal of impairment charge
during the financial year - (228) (37) (4,839) (287) - (5,391)
Reclassification to assets held
for sale 24 - - - - (440) - (440)
Foreign exchange movement - 39 2 230 19 - 290
As at 31 December - 601 49 4,506 459 - 5,615
Carrying amount
As at 31 December 14,409 262,144 1,297 85,427 22,375 8,802 394,454
316 317
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
13. PROPERTY, PLANT AND EQUIPMENT (continued)
Office
equipment, Construction
Freehold Motor Plant and furniture work-in-
Group land Buildings vehicles machinery and fittings progress Total
2022 Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 13,622 211,629 3,306 145,588 43,117 49,169 466,431
Additions - 501 1,250 15,647 8,413 22,670 48,481
Disposals - (2,604) (1,844) (18,492) (265) (80) (23,285)
Written off - - - (285) (2,662) - (2,947)
Reclassification from/(to)
right-of-use assets 14 - - 563 (700) - - (137)
Reclassification - 903 - 264 3,607 (4,774) -
Foreign exchange movement - 3,189 126 2,004 1,618 (43) 6,894
As at 31 December 13,622 213,618 3,401 144,026 53,828 66,942 495,437
Accumulated depreciation
As at 1 January - 16,639 2,454 42,092 14,990 - 76,175
Depreciation charge for the
financial year - 5,373 464 18,164 7,318 - 31,319
Disposals - (1,136) (1,688) (10,296) (525) - (13,645)
Written off - - - (286) (1,107) - (1,393)
Reclassification from/(to)
right-of-use assets 14 - - 272 (18) - - 254
Foreign exchange movement - 1,200 132 2,869 1,116 - 5,317
As at 31 December - 22,076 1,634 52,525 21,792 - 98,027
Accumulated impairment
losses
As at 1 January - 488 - 1,934 119 - 2,541
Impairment charge for the
financial year - 277 87 8,534 1,106 - 10,004
Reversal of impairment
charge during the
financial year - - - (15) (37) - (52)
Disposal - - - (1,056) - - (1,056)
Foreign exchange movement - 25 (3) (282) (21) - (281)
As at 31 December - 790 84 9,115 1,167 - 11,156
Carrying amount
As at 31 December 13,622 190,752 1,683 82,386 30,869 66,942 386,254
13. PROPERTY, PLANT AND EQUIPMENT (continued)
Office
equipment,
Company Motor furniture
2023 Buildings vehicles and fittings Total
Note RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 237 591 9,339 10,167
Additions - - 171 171
Written off - - (10) (10)
Reclassification to assets held for sale 24 (237) - (2,703) (2,940)
Disposal - - (7) (7)
As at 31 December - 591 6,790 7,381
Accumulated depreciation
As at 1 January 94 266 7,298 7,658
Depreciation charge for the financial year 4 71 339 414
Written off - - (4) (4)
Reclassification to assets held for sale 24 (98) - (1,705) (1,803)
Disposal - - (6) (6)
As at 31 December - 337 5,922 6,259
Accumulated impairment losses
As at 1 January - - 440 440
Reclassification to assets held for sale 24 - - (440) (440)
As at 31 December ----
Carrying amount
As at 31 December - 254 868 1,122
318 319
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
13. PROPERTY, PLANT AND EQUIPMENT (continued)
Office
equipment,
Company Motor furniture
2022 Buildings vehicles and fittings Total
RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 237 451 9,160 9,848
Additions - 355 224 579
Written off - - (45) (45)
Disposal - (215) - (215)
As at 31 December 237 591 9,339 10,167
Accumulated depreciation
As at 1 January 90 451 6,840 7,381
Depreciation charge for the financial year 4 30 479 513
Written off - - (21) (21)
Disposal - (215) - (215)
As at 31 December 94 266 7,298 7,658
Accumulated impairment losses
As at 1 January - - - -
Impairment charge for the financial year - - 440 440
As at 31 December - - 440 440
Carrying amount
As at 31 December 143 325 1,601 2,069
13. PROPERTY, PLANT AND EQUIPMENT (continued)
(a) All items of property, plant and equipment are initially measured at cost. After initial recognition, property, plant
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
Freehold land has an unlimited useful life and is not depreciated. Construction work-in-progress represent
machinery under installation and factory building under construction are not depreciated until such time when
the assets are available for use.
Depreciation on other property, plant and equipment is calculated to write down the cost of the assets to their
residual values on a straight-line basis over their estimated useful lives. The estimated useful lives represent
common life expectancies applied in the various business segments of the Group. The principal depreciation
period and annual rates are as follows:
Buildings 2% - 3%
Motor vehicles 15% - 20%
Plant and machinery 8% - 15%
Office equipment, furniture and fittings:
- furniture, fittings and equipment 10% - 50%
- computer and office equipment 10% - 33.33%
(b) During the financial year, the Group and the Company made the following cash payments to purchase property,
plant and equipment:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Purchase of property, plant
and equipment 49,117 48,481 171 579
Financed by other payables (5,572) ---
Finance cost capitalised at 0%
(2022: 4.50%) per annum -(773) --
Cash payments on purchase
of property, plant and equipment 43,545 47,708 171 579
320 321
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
13. PROPERTY, PLANT AND EQUIPMENT (continued)
(c) Carrying amounts of freehold land and buildings of the Group charged as securities to banks for loans and
borrowings and guarantees granted to the Group as disclosed in Note 25 and Note 34 to the financial statements
respectively are as follows:
Group
2023 2022
RM’000 RM’000
Freehold land and buildings 69,141 67,924
(d) The Group and the Company assessed whether there were any indicators of impairment during the financial
year. In doing this, management considered the current environment and performance of the Cash Generating
Units (“CGUs”). Management considered the losses generated in certain operating subsidiaries in the current
financial year as impairment indicators. These subsidiaries collectively held RM54,726,000 as the carrying amount
of property, plant and equipment as at the end of the reporting period.
A CGU’s recoverable amount is determined as being the higher of the CGU’s fair value less costs of disposal and its
value-in-use. Where the value-in-use model is used, management has exercised significant judgement and made
estimates about the future results and key assumptions applied to cash flow projections of the CGUs. These key
assumptions include forecast growth in future revenues and operating profit margins, as well as determining an
appropriate pre-tax discount rate and growth rates, which are, among others, dependent on forecasted economic
conditions.
Pre-tax discount rates of 11% (2022: 11%) were applied over the projection periods in determining the recoverable
amounts of the CGUs.
During the financial year, the Group recognised a reversal on impairment losses on property, plant and equipment
of RM5,391,000 (2022: RM52,000) within other income in the statements of profit or loss of the manufacturing
segment as certain plant and equipment which were fully impaired previously, have been identified to be used
in other related companies or were disposed off at favourable amounts. The recoverable amounts determined
based on the fair value less cost of disposal are higher than their carrying amounts.
In the previous financial year, an impairment loss of RM10,004,000 and RM440,000 in relation to property, plant
and equipment, that is part of the manufacturing and investment holding segments of the Group and of the
Company respectively had been recognised within other expenses in the statements of profit or loss. Due to
decline in operations of certain subsidiaries, management assessed the recoverable amounts of the affected
plant and equipment and determined that their fair value less cost of disposal were lower than their carrying
amounts.
14. LEASES
The Group as a lessee
Right-of-use assets
Depreciation
Transfer
to assets
Transfer from
property, Acquisition
Balance charge for held for plant and Termination Foreign of a Balance
as at financial sale equipment of lease exchange subsidiary as at
1.1.2023 Additions year (Note 24) (Note 13) contracts movement (Note 16) 31.12.2023
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying
amounts
Leasehold land 66,161 899 (1,930) (9,096) - - 256 - 56,290
Buildings 16,755 12,427 (11,715) (8,799) - (538) 458 504 9,092
Machineries 11,996 6,039 (2,685) - 1,097 - 1 3,173 19,621
Office
equipment 4 - (4) - - - - - -
Motor vehicles 70 - (70) - - - - 209 209
94,986 19,365 (16,404) (17,895) 1,097 (538) 715 3,886 85,212
Transfer
Depreciation Impairment
Reversal of
impairment
from/(to)
property,
Balance charge for loss for the loss for the plant and Termination Foreign Balance
as at financial financial financial equipment of lease exchange as at
1.1.2022 Additions year year year (Note 13) contracts movement 31.12.2022
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying
amounts
Leasehold land 63,468 4,200 (1,639) - - - - 132 66,161
Buildings 23,980 8,763 (11,335) (2,130) 33 - (2,646) 90 16,755
Machineries 12,330 806 (1,798) - - 682 (28) 4 11,996
Office
equipment 9 - (5) - - - - - 4
Motor vehicles 30 - (31) - 361 (291) - 1 70
99,817 13,769 (14,808) (2,130) 394 391 (2,674) 227 94,986
322 323
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
14. LEASES (continued)
The Group as a lessee (continued)
Lease liabilities Transfer
to assets Acquisition
Balance Payments Termination held for Foreign of a Balance
as at of lease Accretion of lease sale exchange subsidiary as at
1.1.2023 Additions liabilities of interest contracts (Note 24) movement (Note 16) 31.12.2023
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying
amounts
Leasehold land 3,213 - (800) 86 - - - - 2,499
Buildings 20,429 12,427 (12,938) 1,659 (641) (9,954) 572 511 12,065
Machineries 6,902 9,759 (5,228) 673 - - 1 2,010 14,117
Office
equipment 4 - (4) - - - - - -
Motor vehicles - - (77) 8 - - - 176 107
30,548 22,186 (19,047) 2,426 (641) (9,954) 573 2,697 28,788
Balance Payments Termination Foreign Balance
as at of lease Accretion of lease exchange as at
1.1.2022 Additions liabilities of interest contracts movement 31.12.2022
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amounts
Leasehold land - 3,570 (419) 62 - - 3,213
Buildings 24,980 8,763 (11,837) 1,175 (2,724) 72 20,429
Machineries 8,625 1,342 (3,460) 420 (28) 3 6,902
Office equipment 10 - (6) - - - 4
Motor vehicles 118 - (122) 4 - - -
33,733 13,675 (15,844) 1,661 (2,752) 75 30,548
14. LEASES (continued)
The Company as a lessee
Transfer
Right-of-use assets Depreciation to assets
Balance charge for held for Balance
as at financial sale as at
1.1.2023 year (Note 24) 31.12.2023
Carrying amounts RM’000 RM’000 RM’000 RM’000
Leasehold land 9,247 (151) (9,096) -
Office equipment 5 (5) - -
9,252 (156) (9,096) -
Depreciation
Balance charge for Balance
as at financial as at
1.1.2022 year 31.12.2022
Carrying amounts RM’000 RM’000 RM’000
Leasehold land 9,399 (152) 9,247
Office equipment 10 (5) 5
9,409 (157) 9,252
Lease liabilities Balance Payment Balance
as at of lease Accretion as at
1.1.2023 liabilities of interest 31.12.2023
Carrying amount RM’000 RM’000 RM’000 RM’000
Office equipment 5 (4) - 1
Balance Payment Balance
as at of lease Accretion as at
1.1.2022 liabilities of interest 31.12.2022
Carrying amount RM’000 RM’000 RM’000 RM’000
Office equipment 10 (6) 1 5
324 325
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
14. LEASES (continued)
Lease liabilities (continued)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Represented by:
Current liabilities 14,069 12,205 14
Non-current liabilities 14,719 18,343 -1
28,788 30,548 15
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Represented by:
Lease liabilities owing to financial
institutions 10,413 6,681 --
Lease liabilities owing to non-financial
institutions 18,375 23,867 15
28,788 30,548 15
(a) The Group and the Company leases a number of land, building, machineries, office equipment and motor vehicles
in the locations, which they operate with fixed periodic rent over the lease term.
In addition, the Group has certain leases of office equipment and office building with lease term of 12 months or
less, and low value leases of office equipment. The Group applies the “short-term lease” and “lease of low-value
assets” exemptions for these leases.
14. LEASES (continued)
(b) The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities
adjusted for any lease payments made at or before the commencement date of the leases.
After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and accumulated
impairment losses, if any, and adjusted for any re-measurement of the lease liabilities.
The right-of-use assets are depreciated on a straight-line basis over the earlier of the estimated useful lives of the
right-of-use assets or the end of the lease term. The lease terms of right-of-use assets are as follows:
Leasehold land up to 99 years
Buildings 1 - 5 years
Machineries 1 - 5 years
Office equipment 5 years
Motor vehicles 5 years
(c) During the financial year, the Group made the following cash payments to purchase right-of-use assets:
Group
2023 2022
RM’000 RM’000
Purchase of right-of-use assets 19,365 13,769
Prepayment of right-of-use assets (Note 22(n)) 1,909 -
Financed under lease arrangement (22,186) (13,675)
Refinancing of asset under lease arrangement 2,800 -
Cash payments on purchase of right-of-use assets 1,888 94
326 327
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
14. LEASES (continued)
(d) The following are the amounts recognised in profit or loss:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Depreciation charge of
right-of-use assets
(included in cost of sales
and administrative expenses) 16,404 14,808 156 157
Interest expense on lease
liabilities (included in finance costs) 2,426 1,661 -1
Expense relating to short-
term leases (included in
administrative expenses) 2,015 4,878 33 41
Expense relating to leases
of low-value assets
(included in administrative expenses) 31 25 --
Income arising from
termination of lease contracts (103) (78) --
20,773 21,294 189 199
(e) The following are total cash outflows for leases as a lessee:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Included in net cash
from operating activities:
Payment relating to short-
term leases and leases of
low-value assets 2,046 4,903 33 41
Included in net cash used
in financing activities:
Payment of lease liabilities 19,047 15,844 46
21,093 20,747 37 47
(f) Leasehold land of the Group with carrying amounts of RM37,579,000 (2022: RM37,773,000) have been charged
as securities to banks for loans and borrowings granted to the Group as disclosed in Note 25 to the financial
statements.
14. LEASES (continued)
(g) The following table summarises the incremental borrowing rate as at the end of the reporting date and remaining
maturity profile of the lease liabilities of the Group and of the Company at the end of the reporting period based
on contractual undiscounted repayment obligations as follows:
On
demand
Incremental or within One (1)
borrowing rate one (1) to five (5)
per annum year years Total
Group % RM’000 RM’000 RM’000
31 December 2023
Lease liabilities 3.07 - 6.27 14,275 15,924 30,199
31 December 2022
Lease liabilities 3.07 - 6.75 13,429 19,267 32,696
Company
31 December 2023
Lease liabilities 4.75 1 - 1
31 December 2022
Lease liabilities 4.75 4 1 5
(h) Management exercises judgement in determining the incremental borrowing rates whenever the implicit rates of
interest in a lease are not readily determinable as well as the lease terms. The incremental borrowing rates used
are based on prevailing market borrowing rates over similar lease terms, of similar value as the right-of-use asset
in a similar economic environment. Lease terms are based on management expectations driven by prevailing
market conditions and past experience in exercising similar renewal and termination options.
(i) The Group and the Company assessed whether there were any indicators of impairment during the financial
year. In doing this, management considered the current environment and performance of the Cash Generating
Units (“CGUs”). Management considered the losses generated in the certain operating subsidiaries in the current
financial year as impairment indicators. These subsidiaries collectively held RM16,411,000 as the carrying amount
of right-of-use assets as at the end of the reporting period.
The impairment testing on right-of-use assets of the Group is similar to that of property, plant and equipment as
disclosed in Note 13(d) to the financial statements.
328 329
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
14. LEASES (continued)
(i) (continued)
During the current financial year, the management has determined that the recoverable amounts in the CGUs are
in excess of the carrying amounts of the right-of-use assets and no impairment has been recorded.
In the previous financial year, the Group recognised an impairment loss of RM2,130,000 within other expenses
in the statement of profit or loss in relation to the right-of-use assets that are part of the manufacturing segment.
The recoverable amounts of the right-of-use assets determined based on the fair value less cost of disposal were
lower than their carrying amounts.
15. INVESTMENT PROPERTIES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
As at 1 January 36,995 46,602 36,995 46,602
Additions 492 1,348 492 1,348
Depreciation charge for the
financial year (1,815) (2,330) (1,758) (2,330)
Impairment charge for the
financial year -(2,702) -(2,702)
Acquisition of a subsidiary
(Note 16) 3,000 ---
Transfer to asset held for sale
(Note 24) (35,729) (5,923) (35,729) (5,923)
As at 31 December 2,943 36,995 -36,995
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Cost 3,370 95,926 -95,926
Accumulated depreciation (427) (56,229) -(56,229)
Accumulated impairment losses -(2,702) -(2,702)
As at 31 December 2,943 36,995 -36,995
15. INVESTMENT PROPERTIES (continued)
The investment properties consist of the following:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Freehold land 699 ---
Buildings 2,244 36,995 -36,995
Carrying amount 2,943 36,995 -36,995
Fair value 3,000 69,000 -69,000
(a) Investment properties, which are owned are initially measured at cost. After initial recognition, investment
properties are stated at cost less accumulated depreciation and accumulated impairment losses and adjusted for
any re-measurement of the lease liabilities.
Depreciation is calculated to write off the cost of the investment properties to their residual values on a straight-
line basis over their estimated useful lives. The principal depreciation period and rates are as follows:
Buildings 1% - 10%
Freehold land has an unlimited useful life and is not depreciated.
(b) The fair values of the investment properties of the Group and of the Company which comprise of freehold land
and buildings have been arrived on the basis of valuation carried out by independent firms of professional valuers
and categorised as Level 3 in the fair value hierarchy. The independent professional valuers have adopted the
comparison method, making reference to relevant comparable transactions in the market as well as the present
worth of the improvement and land values. In arriving at the valuation, the independent professional valuers have
made adjustments for factors, which would affect the market value of the investment properties including but not
limited to views, size, floor levels and time factors.
(c) Investment properties of the Group and of the Company are mainly used to generate rental income. However,
the fair value of the investment properties reflects the highest and best use of the said properties should the
investment properties be disposed.
(d) Freehold land and building of the Group with carrying amounts of RM2,168,000 has been charged as securities
to banks for loans and borrowings granted to the Group as disclosed in Note 25 to the financial statements.
330 331
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
15. INVESTMENT PROPERTIES (continued)
(e) Description of valuation techniques used and key inputs to valuation on investment properties of the Group and
of the Company measured at Level 3:
Valuation
technique
Significant
unobservable inputs
2023 2022
Property category RM RM
Group
Freehold land and
buildings
Comparison
method
Adjusted property
value
500
per square feet
-
Company
Buildings
Comparison
method
Adjusted property
value
- 637
per square feet
(f) The following are recognised in the statements of profit or loss in respect of investment properties:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Leasing and rental income:
investment properties 102 8,231 -8,231
investment properties under asset
held for sale 8,162 726 8,162 726
Direct operating expenses incurred
on income generating investment
properties 510 531 501 531
(g) In the previous financial year, the Group and the Company recognised an impairment loss of RM2,702,000
within other expenses in the statements of profit or loss in relation to a building that is part of the investment
holding segment. The recoverable amount determined based on the fair value less cost of disposal was lower
than the carrying amount. The fair value has been categorised as Level 3 in the fair value hierarchy. The significant
unobservable input applied by management in the valuation was a market value of RM425 per square feet
estimated based on Directors’ best estimate.
(h) During the financial year, two buildings of the Group was transferred to assets held for sale as disclosed in Note 24
to the financial statements. The recoverable amount determined based on fair value less cost to sell were higher
than its carrying amount, therefore no impairment was required. The fair value has been categorised as Level 3 in
the fair value hierarchy. The transactions have not been completed as at the date of this report.
In the previous financial year, a building of the Group and the Company was transferred to assets held for sale
as disclosed in Note 24 to the financial statements. The recoverable amount determined based on fair value
less cost to sell were higher than its carrying amount, therefore no impairment was required. The fair value has
been categorised as Level 3 in the fair value hierarchy. The transaction has been completed as at the end of the
reporting period. Consequently, the Group and the Company recognised the gain on disposal of RM2,077,000
within other income in the statements of profit or loss.
16. INVESTMENTS IN SUBSIDIARIES
Company
2023 2022
RM’000 RM’000
Unquoted shares, at cost 1,160,315 962,675
Less: Accumulated impairment losses (61,692) (61,692)
1,098,623 900,983
(a) Investments in subsidiaries, which are eliminated on consolidation, are stated in the separate financial statements
of the Company at cost less accumulated impairment losses, if any.
All components of non-controlling interests shall be measured at their acquisition-date fair values, unless
another measurement basis is required by MFRSs. The choice of measurement basis is made on a combination-
by-combination basis. Subsequent to initial recognition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes
in equity.
(b) Details of the subsidiaries are as follows:
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
+ Viable Chip (M)
Sdn. Bhd.
Malaysia 100.0 100.0 -- Investment holding
Cash Band (M) Berhad Malaysia 100.0 100.0 -- Investment holding
Nadi Biru Sdn. Bhd. Malaysia 100.0 100.0 -- Investment holding
Bold Approach
Sdn. Bhd.
Malaysia 100.0 100.0 -- Investment holding
Perangsang Packaging
Sdn. Bhd.
Malaysia 100.0 100.0 -- Investment holding
Perangsang Dinamik
Sdn. Bhd.
Malaysia 100.0 100.0 -- Investment holding
+ Perangsang Oil and
Gas Sdn. Bhd.
Malaysia 100.0 100.0 -- Investment holding
Perangsang Capital
Sdn. Bhd.
Malaysia 100.0 100.0 -- Investment holding
and to undertake the
establishment of islamic
Medium-Term Notes
Programme and all
matters relating thereto
Aqua-Flo Sdn. Bhd. Malaysia 51.0 51.0 49.0 49.0 Trading in chemical
products, water
meters and laboratory
monitoring equipment
and disinfection system
332 333
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
KPS-HCM Sdn. Bhd. Malaysia 51.0 51.0 49.0 49.0 Buildings and road
construction,
maintenance and
rehabilitation
Held under Cash Band (M) Berhad
Perangsang Hotel and
Properties Sdn. Bhd.
Malaysia 100.0 100.0 -- Dormant
Held under Nadi Biru Sdn. Bhd.
Smartpipe Technology
Sdn. Bhd.
Malaysia 64.0 64.0 36.0 36.0 Contractors and
subcontractors
for the laying of
pipes for all kinds
of constructional,
structural and civil
engineering works
Held under Smartpipe Technology Sdn. Bhd.
* Darul Aman Water
Solution Sdn. Bhd.
Malaysia 31.0 31.0 69.0 69.0 In liquidation
Held under Bold Approach Sdn. Bhd.
Kaiserkorp
Corporation Sdn. Bhd.
Malaysia 60.0 60.0 40.0 40.0 Investment holding
Held under Kaiserkorp Corporation Sdn. Bhd.
∞ Kyco Industries, Inc. United States of
America
60.0 60.0 40.0 40.0 Investment holding
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
Country of
Proportion
of effective
ownership
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
Held under Kaiserkorp Corporation Sdn. Bhd. (continued)
^ King Koil
International Pte Ltd.
Singapore -60.0 -40.0 Dissolved
Held under Kyco Industries Inc.
∞ King Koil
Licensing Company, Inc.
United States of
America
60.0 60.0 40.0 40.0 Licensing
∞ King Koil Sales, Inc. United States of
America
60.0 60.0 40.0 40.0 Distribution and
marketing
∞ King Koil
Manufacturing West, LLC
United States of
America
36.0 36.0 64.0 64.0 Production, sale
and distribution of
mattresses, related
bedding and sleep
products
Held under Perangsang Dinamik Sdn. Bhd.
CPI (Penang) Sdn. Bhd. Malaysia 100.0 100.0 - - Manufacture,
assembly and sale of
electronic products
and plastic moulded
components and
parts
Toyoplas Manufacturing
(Malaysia) Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacturing,
assembly and
sale of plastic
injection moulded
components and
tooling
MDS Advance Sdn. Bhd. Malaysia 100.0 --- Manufacturer of
machine parts
334 335
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
Held under CPI (Penang) Sdn. Bhd.
PCM Manufacturing
Sdn. Bhd.
Malaysia 60.0 60.0 40.0 40.0 Secondary processes
including silk screening,
spray printing & tempo
printing
Held under Toyoplas Manufacturing (Malaysia) Sdn. Bhd.
+ Toyoplas Holdings
Pte. Ltd.
Singapore 100.0 100.0 - - Investment holdings,
traders and commission
agents and provision of
services
PT Toyoplas
Manufacturing
Indonesia
Indonesia 100.0 100.0 - - Producing semi-
conductor and other
electronics components,
electronic measurement
instruments and test
equipment, household
electrical appliances,
pump equipment and
electrical tools
+ Toyoplas
Manufacturing (HK) Co.,
Ltd.
Hong Kong 100.0 100.0 - - Trading of precise
plastic mould and
electrical precision
plastic accessories,
electrical appliance
and its accessories and
telecommunication
products
Held under Toyoplas Holdings Pte. Ltd.
+* Toyoplas Manufacturing
(Shanghai Songjiang) Co.,
Ltd.
The People’s
Republic of
China
100.0 100.0 - - In liquidation
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
Held under Toyoplas Holdings Pte. Ltd. (continued)
# Toyoplas
Manufacturing
(Vietnam) Co., Ltd.
Vietnam 100.0 100.0 - - Production and
sales of precise
plastic mould and
electrical appliance
and its accessories,
telecommunication
products and provide
after sales service
# Toyoplas
Manufacturing
(Bac Giang) Co., Ltd.
Vietnam 100.0 100.0 - - Manufacturing and
selling plastic
injection moulding
Held under Toyoplas Manufacturing (HK) Co., Ltd.
+ Toyoplas
Manufacturing
(Dongguan) Co., Ltd.
The People’s
Republic of
China
100.0 100.0 -- Production and
sales of the precise
plastic mould and
electrical precision
plastic accessories,
electrical appliance
and its accessories,
telecommunication
products and provide
after sales service
+^ Toyoplas
Manufacturing
(Nanning) Co., Ltd.
The People’s
Republic of
China
-100.0 -- Dissolved
Held under Perangsang Packaging Sdn. Bhd.
Century Bond Bhd. Malaysia 100.0 100.0 -- Investment holding
and provision of
management services
336 337
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
Held under Century Bond Bhd.
Pro Pulp Packages
Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacture and sale
of pulp moulded
products
Prestige Packages
Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacturing and
sale of multi-wall
paper bags, woven
laminated bags
and pulp moulded
products and food
process packaging,
and manufacture,
prosses and trade in
all kinds of food and
beverage products
including but not
limited to coffee and
sugar
Polyplus Packages
(JB) Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacturing and
sales of corrugated
carton boxes
Polyplus Packages
Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacturing and
sales of corrugated
carton boxes
Multiview Enterprises
Sdn. Bhd.
Malaysia 100.0 100.0 - - Sales and marketing
of industries
packaging tapes,
materials and
machinery and
household care
products
Eversynergy Sdn. Bhd. Malaysia 100.0 100.0 - - Property holding
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
Held under Pro Pulp Packages Sdn. Bhd.
* Century Packing &
Printing Sdn. Bhd.
Malaysia 60.0 60.0 40.0 40.0 Ceased operation
Held under Prestige Packages Sdn. Bhd.
Centoz Industries
Sdn. Bhd.
Malaysia 80.0 80.0 20.0 20.0 Manufacture and sale
of paper products
Brandpak Industries
Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacture and
marketing of stretch
films, plastic bags
and liners
+ PT Prestige
Packages Indonesia
Indonesia 100.0 100.0 - - Manufacture and sale
of cement paper
bags
+ Esteem Packaging
Pte. Ltd.
Singapore 80.0 80.0 20.0 20.0 Trading in paper and
plastic packaging
products
Held under Polyplus Packages (JB) Sdn. Bhd.
Taspack Industrial
Sdn. Bhd.
Malaysia 85.0 85.0 15.0 15.0 Processing and
supplying of
instruction manual
books, boxes and
all other packing
materials
+ PT Infinity
Packaging Solutions
Indonesia 51.0 51.0 49.0 49.0 Processing of
packaging and
boxes from paper
and cardboard
338 339
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(b) Details of the subsidiaries are as follows: (continued)
% of
ownership
Country of
Proportion
of effective
interest
held by non-
incorporation/ ownership controlling
Principal place interest interest
Name of subsidiaries of business 2023 2022 2023 2022 Principal activities
% % % %
Held under Polyplus Packages (JB) Sdn. Bhd. (continued)
Infinity Packaging
Solution Sdn. Bhd.
Malaysia 51.0 51.0 49.0 49.0 Offset printing
for corrugated
carton boxes, pulp
moulded products
and packaging
Polyplus Packages
(PG) Sdn. Bhd.
Malaysia 60.0 60.0 40.0 40.0 Manufacturing and
sales of corrugated
carton boxes and
packaging
Held under Multiview Enterprises Sdn. Bhd.
Multiview Packaging
Sdn. Bhd.
Malaysia 100.0 100.0 - - Manufacture,
marketing and
trading of stretch
film, shrink film,
plastic bags, liners,
industrial packaging
tapes, edge
protector, paper
cure, garbage bags
and plastic related
products
+ Multiview (S) Pte.
Ltd.
Singapore 100.0 100.0 - - Sales and marketing
of household care
products and
packaging materials
Macro Chemicals
Sdn. Bhd.
Malaysia 100.0 100.0 - - Contract
manufacturing
of adhesive and
household care
products
# Subsidiaries audited by member firms of BDO International
+ Subsidiaries not audited by BDO PLT or member firms of BDO International
* In liquidation or under official assignee
^ Disposed/Liquidated/Dissolved during the financial year
∞ Exempted from statutory audit under local legislation
16. INVESTMENTS IN SUBSIDIARIES (continued)
(c) The Group reviews the investments in subsidiaries for impairment when there is an indication of impairment.
Impairment loss is recognised when the carrying amount of investments in subsidiaries exceed their recoverable
amounts. The carrying amounts of costs of investments in these direct and indirect subsidiaries with indication of
impairment amounted to RM1,044,018,000 as at the end of the reporting period.
The recoverable amounts of the investments in subsidiaries are assessed by reference to the fair value less
cost to sell of the underlying assets or the value-in-use of the respective subsidiaries. The value-in-use is the
net present value of the projected future cash flows derived from the business operations of the respective
affected subsidiaries discounted at an appropriate pre-tax discount rate. For such discounted cash flow method,
it involves the use of estimated future results and a set of assumptions to support their income and cash flows.
Significant judgements and estimates had also been used to determine the key assumptions applied to the cash
flow projections, which includes the projected revenue growth rates, terminal growth rates and the appropriate
pre-tax discount rates used for each of the affected subsidiary by Cash-Generating Units (“CGU”), as disclosed in
Note 19 to the financial statements.
In the previous financial year, the Company recognised an impairment loss of RM56,849,000 within the other
expenses in the statements of profit or loss in respect of certain subsidiaries due to declining business operations.
The recoverable amount of the cost of investment in the subsidiary was based on its value-in-use discounted at
pre-tax discount rate of 3.1%.
In the previous financial year, an impairment loss of RM6,000,000 was written-back in relation to a subsidiary,
Selangor Amal Holdings Sdn. Bhd. following the dissolution of the subsidiary during the year. Accordingly, the
cost of investment in the subsidiary of RM6,000,000 was written off.
(d) Subscription of additional new ordinary shares in Perangsang Dinamik Sdn. Bhd. (“PDSB”)
Current financial year
On 21 June 2023, the Company had subscribed additional 219,710,300 Redeemable Convertible Preference
Shares - Islamic (“RCPS-I”) in PDSB at an issue price of RM1.00 per RCPS-I of RM219,710,300 settled via offset
with amount due from the Company. The Company’s interest in PDSB remained the same after the subscription.
340 341
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(e) Share capital reduction
Current financial year
Share capital reduction of Cash Band (M) Berhad (“CBM”) pursuant to Section 117(1) and Section 117(4) of the
Companies Act 2016 (“CA 2016”)
i. reduction in issued and paid up capital of CBM under Section 117(1) of the CA 2016 by RM22,070,854 and
settled via offset with amount due from the immediate holding company. Accordingly, the cost of investment
in CBM has reduced by RM22,070,854.
ii. reduction in issued and paid up capital of the Company under section 117(4) of CA 2016 by RM7,031,416 via
cancellation of the paid up share capital which is lost or unpresented by available assets. However, there is no
impact to the Company during the financial year.
iii. the reduction of paid up capital did not result in any change in the existing total number of shares issued in
the Company.
Previous financial year
CBM had undertaken capital reduction exercise under Section 117(1) of the CA 2016 in the following manners:
(i) reduction in issued and paid up capital of CBM by RM10,124,694 and settled via offset with amount
due from the immediate holding company. Accordingly, the cost of investment in CBM has reduced by
RM10,124,694.
(ii) the total value of ordinary share capital of CBM was reduced from RM46,659,298 to RM36,534,604 which
comprise 5,639,592 ordinary shares.
(iii) the reduction of paid up capital did not result in any change in the existing total number of shares issued
in the Company.
(f) Dissolution of subsidiaries
Current financial year
(i) Dissolution of Kingkoil International Pte. Ltd. (“KKIPL”)
KKIPL, a wholly-owned subsidiary of the Group has been struck off from the register and dissolved on 13
May 2023, following the publication of the notice of striking off pursuant to Accounting and Corporate
Regulatory Authority.
There is no financial impact to the financial position and financial performance of the Group and of the
Company arising from the dissolution.
16. INVESTMENTS IN SUBSIDIARIES (continued)
(f) Dissolution of subsidiaries (continued)
(ii) Dissolution of Toyoplas Manufacturing (Nanning) Co. Ltd. (“TMN”)
TMN, a wholly-owned subsidiary of the Group has been dissolved on 17 July 2023,
There is no financial impact to the financial position and financial performance of the Group and of the
Company arising from the dissolution.
Previous financial year
(i) Dissolution of Selangor Amal Holdings Sdn. Bhd. (“SAH”)
SAH, a wholly-owned subsidiary of the Group had been struck off from the register and dissolved on
19 January 2022, following the publication of the notice of striking off pursuant to Section 551(1) of the
Company Act 2016.
There is no financial impact to the financial position and financial performance of the Group and of the
Company arising from the dissolution.
(ii) Dissolution of Brisdale International Hotel Sdn. Bhd. (“Brisdale”)
Brisdale, a wholly-owned subsidiary of the Group had been struck off from the register and dissolved on 22
July 2022, following the publication of the notice of striking off pursuant to Section 551(3) of the Company
Act 2016.
There is no financial impact to the financial position and financial performance of the Group and of the
Company arising from the dissolution.
(iii) Dissolution of Cenbond Packages Sdn. Bhd. (“Cenbond”)
Cenbond, a wholly-owned subsidiary of the Group was dissolved in November 2022.
There was no financial impact to the financial position and financial performance of the Group and of the
Company arising from the dissolution.
(g) Acquisition of a subsidiary
Current financial year
During the current financial year, the Group acquired 500,000 ordinary shares, representing 100% equity interest
in MDS Advance Sdn. Bhd. (“MDS Advance”) for a cash consideration of RM85,000,000.
342 343
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(g) Acquisition of a subsidiary (continued)
Current financial year (continued)
The fair value of the identifiable assets and liabilities of MDS Advance as at the date of the acquisition are as
follows:
RM’000
Property, plant and equipment (Note 13) 9,632
Right-of-use assets (Note 14) 3,886
Investment properties (Note 15) 3,000
Intangible assets (Note 18) 12,068
Inventories 2,713
Trade and other receivables 6,444
Current tax assets 710
Cash and bank balances 11,052
Trade and other payables (3,623)
Borrowings (Note 25) (1,170)
Lease liabilities (Note 14) (2,697)
Deferred tax liabilities (Note 26) (3,850)
Total fair value of identifiable net assets 38,165
Goodwill arising from acquisition (Note 19) 46,835
Total purchase consideration at fair value 85,000
Cash outflow on acquisition:
Total purchase consideration at fair value 85,000
Less: Remained in other payable (17,000)
Consideration settled in cash 68,000
Less: Cash and bank balances of a subsidiary acquired (11,052)
Net cash outflow on acquisition 56,948
16. INVESTMENTS IN SUBSIDIARIES (continued)
(h) Summarised financial information on subsidiaries with significant non-controlling interests
Summarised financial information of Kaiserkorp Corporation Sdn. Bhd. (“Kaiserkorp Group”) and Aqua-Flo Sdn.
Bhd. (“Aqua-Flo”) which have non-controlling interests (“NCI”) that are material to the Group, are set out below.
The summarised financial information presented below is the amount before inter-companies elimination. The
NCI in respect of other entities within the Group are not material to the Group.
(i) Summarised statements of financial position
Kaiserkorp Group Aqua-Flo Sdn. Bhd. Total
2023 2022 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-current
assets 161,207 150,027 3,381 3,553 164,588 153,580
Current assets 133,997 107,237 99,138 97,644 233,135 204,881
Total assets 295,204 257,264 102,519 101,197 397,723 358,461
Non-current
liabilities
52,459 48,224 --52,459 48,224
Current liabilities 30,033 23,437 50,387 51,673 80,420 75,110
Total liabilities 82,492 71,661 50,387 51,673 132,879 123,334
Net assets 212,712 185,603 52,132 49,524 264,844 235,127
Equity
attributable to
owners
of the parent 127,627 111,362 26,587 25,257 154,214 136,619
344 345
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
16. INVESTMENTS IN SUBSIDIARIES (continued)
(h) Summarised financial information on subsidiaries with significant non-controlling interests (continued)
(ii) Summarised statements of profit or loss and other comprehensive income
Kaiserkorp Group Aqua-Flo Sdn. Bhd. Total
2023 2022 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue 182,394 199,088 160,078 158,335 342,472 357,423
Profit for the
financial year 18,050 23,982 6,208 5,865 24,258 29,847
Profit attributable
to owners of
the parent 17,444 24,760 3,166 2,991 20,610 27,751
(iii) Summarised statements of cash flows
Kaiserkorp Group Aqua-Flo Sdn. Bhd. Total
2023 2022 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Net cash flows from
operating activities 31,965 27,904 8,059 8,534 40,024 36,438
Net cash flows
(used in)/from
investing activities (472) (2,462) 481 166 9(2,296)
Net cash flows used
in financing activities (5,489) (4,384) (3,693) (3,472) (9,182) (7,856)
Net increase in cash
and cash
equivalents 26,004 21,058 4,847 5,228 30,851 26,286
Cash and cash
equivalents at
1 January 44,592 22,498 28,964 23,736 73,556 46,234
Effect of foreign
exchange 2,481 1,036 --2,481 1,036
Cash and cash
equivalents at
31 December 73,077 44,592 33,811 28,964 106,888 73,556
16. INVESTMENTS IN SUBSIDIARIES (continued)
(i) Subsidiaries of the Group that have material non-controlling interests (“NCI”) are as follows:
Other
individually
Kaiserkorp immaterial
Group Aqua-Flo subsidiaries Total
RM’000 RM’000 RM’000 RM’000
As at 31 December 2023
NCI percentage of ownership
interest and voting interest 40% 49% -
Carrying amount of NCI 85,085 25,545 39,350 149,980
Profit attributable to NCI 6,978 3,042 515 10,535
Dividends paid to NCI - 1,764 3,215 4,979
As at 31 December 2022
NCI percentage of ownership
interest and voting interest 40% 49% -
Carrying amount of NCI 74,241 24,267 39,127 137,635
Profit/(Loss) attributable to NCI 9,904 2,874 (130) 12,648
Dividends paid to NCI - 1,668 393 2,061
17. INVESTMENTS IN ASSOCIATES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Unquoted shares, at cost 54,499 54,499 3,009 3,009
Share of post-acquisition reserves 42,206 49,912 --
Less: Impairment losses (62,772) (68,824) --
33,933 35,587 3,009 3,009
346 347
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
17. INVESTMENTS IN ASSOCIATES (continued)
(a) Investments in associates are measured at cost less impairment losses, if any, and accounted for using the equity
method in the consolidated financial statements.
Management reviews the investments in associates, which is assessed by reference to the higher of the fair values
less cost to sell and value in use of the associates. Estimating a value in use requires management to make an
estimate of the expected future cash flows to be derived from continuing use of the asset and from its ultimate
disposal, expectations about possible variations in the amount, timing of those cash flows, the time value of
money, price for inherent uncertainty risk and others relevant factors.
(b) Details of the associates are as follows:
Country of
incorporation/ Effective
Principal interest in
place of equity (%)
Name of associates business 2023 2022 Nature of relationship
Held by the Company:
+Sistem Penyuraian Trafik
KL Barat Holdings
Sdn. Bhd. (“SPRINT
Holdings”)
Malaysia 20.0 20.0 Investment holding and
provision of management
services. The activities
contribute to the
infrastructure business
segment of the Group.
+Perangsang Water
Management Sdn. Bhd.
(“PWM”)
Malaysia 40.0 40.0 Water project operation
and management. The
activities contribute to the
infrastructure business
segment of the Group.
Held by Viable Chip (M)
Sdn. Bhd.:
+Syarikat Pengeluar Air
Selangor Holdings Berhad
(“SPLASH Holdings”)
Malaysia 30.0 30.0 Investment holding. The
activities contribute to the
infrastructure business
segment of the Group.
Held by Perangsang Oil
and Gas Sdn. Bhd.:
+NGC Energy Sdn. Bhd.
(“NGC Energy”)
Malaysia 40.0 40.0 Operation, marketing
and selling of liquefied
petroleum gas. The activities
contribute to the oil and gas
business segment of the
Group.
+ Associates not audited by BDO PLT or member firms of BDO International
17. INVESTMENTS IN ASSOCIATES (continued)
(b) Details of the associates are as follows: (continued)
The above investments are accounted for as investments in associates by virtue of ability of the Group to exercise
significant influence over the financial and operating policies of the investee companies through representation
in the Board of Directors of these associates.
(c) The summarised financial information of the associates which are accounted for using the equity method are as
follows:
Summarised statements of financial position
SPLASH SPRINT NGC
Holdings Holdings Energy PWM Total
RM’000 RM’000 RM’000 RM’000 RM’000
As at 31 December 2023
Non-current assets - - 270,824 - 270,824
Current assets 4,817 48 127,628 6,947 139,440
Total assets 4,817 48 398,452 6,947 410,264
Non-current liabilities - - 43,427 - 43,427
Current liabilities 34 372 137,995 2 138,403
Total liabilities 34 372 181,422 2 181,830
Net assets/(liabilities) attributable
to owner of associates 4,783 (324) 217,030 6,945 228,434
Summarised statements of profit or loss and other comprehensive income
SPLASH SPRINT NGC
Holdings Holdings Energy PWM Total
RM’000 RM’000 RM’000 RM’000 RM’000
Year ended
31 December 2023
Revenue - - 776,895 3,510 780,405
Profit for the financial year 1,661 - 4,604 3,637 9,902
348 349
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
17. INVESTMENTS IN ASSOCIATES (continued)
(c) The summarised financial information of the associates which are accounted for using the equity method are as
follows: (continued)
Reconciliation of net assets to carrying amount of Group’s interest in associates
SPLASH SPRINT NGC
Holdings Holdings Energy PWM Total
RM’000 RM’000 RM’000 RM’000 RM’000
Year ended 31 December 2023
Group’s share of net assets 1,435 (65) 86,812 2,778 90,960
Goodwill - 3,356 2,389 - 5,745
1,435 3,291 89,201 2,778 96,705
Less: Impairment loss - (1,539) (61,233) - (62,772)
Carrying amount of
Group’s interest in associates 1,435 1,752 27,968 2,778 33,933
Group’s share of result
in associates 498 - 1,842 1,455 3,795
Dividends received from
associates - 9,500 2,000 - 11,500
Summarised statements of financial position
SPLASH SPRINT NGC
Holdings Holdings Energy PWM Total
RM’000 RM’000 RM’000 RM’000 RM’000
As at 31 December 2022
Non-current assets - 1,777 272,064 - 273,841
Current assets 3,150 45,910 122,461 3,304 174,825
Total assets 3,150 47,687 394,525 3,304 448,666
Non-current liabilities - - 46,052 - 46,052
Current liabilities 26 511 131,043 - 131,580
Total liabilities 26 511 177,095 - 177,632
Net assets attributable
to owner of associates 3,124 47,176 217,430 3,304 217,034
17. INVESTMENTS IN ASSOCIATES (continued)
(c) The summarised financial information of the associates which are accounted for using the equity method are as
follows: (continued)
Summarised statements of profit or loss and other comprehensive income
SPLASH SPRINT NGC
Holdings Holdings Energy PWM Total
RM’000 RM’000 RM’000 RM’000 RM’000
Year ended 31 December 2022
Revenue - 118,722 886,779 3,554 1,009,055
Profit for the financial year 3,123 602,976 4,291 2,430 612,820
Reconciliation of net assets to carrying amount of Group’s interest in associates
SPLASH SPRINT NGC
Holdings Holdings Energy PWM Total
RM’000 RM’000 RM’000 RM’000 RM’000
Year ended 31 December 2022
Group’s share of net assets 937 9,435 86,972 1,322 98,666
Goodwill - 3,356 2,389 - 5,745
937 12,791 89,361 1,322 104,411
Less: Impairment loss - (1,539) (67,285) - (68,824)
Carrying amount of
Group’s interest in associates 937 11,252 22,076 1,322 35,587
Group’s share of result
in associates 937 120,595 1,717 972 124,221
Dividends received from
associates - 43,800 2,080 4,000 49,880
(d) The financial statements of the associates of the Group are coterminous with those of the Group, except for
SPLASH Holdings and SPRINT Holdings which have a financial year end of 31 March.
The Group’s share of results of SPLASH Holdings and SPRINT Holdings for the current financial year using equity
method of accounting are based on their latest available financial information. Appropriate adjustments have
been made for the effects of significant transactions between the dates of the latest available financial information
and financial years ended 31 December 2023 and 2022.
350 351
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
17. INVESTMENTS IN ASSOCIATES (continued)
(e) In the previous financial year, the Group redeemed 1,000,000 and 1,258,000 of Class A and Class B Non-
Cumulative Redeemable Preference Shares at RM3 and RM100 each respectively. The total redemption amount
of RM128,800,000 was settled via cash and the equity interest in SPRINT Holdings was maintained at 20%.
(f) During the current financial year, the Group performed an assessment of the recoverable amount of the investment
in an associate based on the value in use approach and considering available cash balances. The recoverable
amount of the investment was determined to be in excess of the net carrying amount, resulting in a reversal of
impairment loss of RM6,052,000 being recognised by the Group within other income in the statement of profit or
loss as part of the oil and gas segment.
The key assumptions applied by management in the cashflow forecasts and projections which require significant
judgements and estimates are as follows:
2023
Key assumptions
Revenue growth rate for FY2024 -5.0%
Average revenue growth rate for FY2025 - FY2028 1.7%
Cost of sales growth rate for FY2024 -4.5%
Average cost of sales growth rate for FY2025 - FY2028 1.5%
Pre-tax discount rate 14.0%
Terminal growth rate Zero growth rate
(g) In the previous financial year, an impairment loss amounting to RM67,285,000 was recognised by the Group on
the investment in an associate, within other expenses in the statements of profit or loss. The recoverable amount
determined based on the value in use approach and considering available cash balances as at 31 December
2022 was lower than the carrying amount of the investment.
The key assumptions applied by management in the cashflow forecasts and projections which require significant
judgements and estimates are as follows:
2022
Key assumptions
Revenue growth rate for FY2023 -13.3%
Average revenue growth rate for FY2024 - FY2027 1.1%
Cost of sales growth rate for FY2023 -14.6%
Average cost of sales growth rate for FY2024 - FY2027 1.5%
Pre-tax discount rate 10.3%
Terminal growth rate Zero growth rate
(h) In the previous financial year, an impairment loss amounting to RM1,539,000 was recognised by the Group on
the investment in an associate, within other expenses in the statement of profit or loss. The recoverable amount
determined based on the available cash balances as at 31 December 2022 was lower than the carrying amount
of the investment.
18. INTANGIBLE ASSETS
Website and Website
Brand Technical Customer software under
Group name know-how relationships development Trademarks installation Total
2023 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 208,575 53,026 12,253 8,064 1,252 - 283,170
Additions - - - 361 263 - 624
Acquisition of a
subsidiary (Note 16) - - 12,068 - - - 12,068
Written off - - - (46) - - (46)
Transfer to assets held
for sale (Note 24) (218,528) - - (4,848) (1,576) - (224,952)
Foreign exchange
movement 9,953 - - 354 61 - 10,368
As at 31 December - 53,026 24,321 3,885 - - 81,232
Accumulated
amortisation
As at 1 January - 14,739 6,162 5,348 668 - 26,917
Amortisation charge
for the financial year - 3,535 3,038 996 222 - 7,791
Written off - - - (14) - - (14)
Transfer to assets held
for sale (Note 24) - - - (4,260) (924) - (5,184)
Foreign exchange
movement - - - 239 34 - 273
As at 31 December - 18,274 9,200 2,309 - - 29,783
Accumulated
impairment losses
As at 1 January - - 634 220 - - 854
Reversal during the
financial year - - - (145) - - (145)
Foreign exchange
movement - - - 8 - - 8
As at 31 December - - 634 83 - - 717
Carrying amounts
As at 31 December - 34,752 14,487 1,493 - - 50,732
352 353
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
18. INTANGIBLE ASSETS (continued)
Website and Website
Brand Technical Customer software under
Group name know-how relationships development Trademarks installation Total
2022 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost
As at 1 January 198,408 53,026 12,253 5,471 556 620 270,334
Additions - - - 132 491 - 623
Written off - - - (382) - - (382)
Reclassification - - - 450 170 (620) -
Foreign exchange
movement 10,167 - - 2,393 35 - 12,595
As at 31 December 208,575 53,026 12,253 8,064 1,252 - 283,170
Accumulated
amortisation
As at 1 January - 11,204 5,135 2,286 369 - 18,994
Amortisation charge
for the financial year - 3,535 1,027 996 272 - 5,830
Written off - - - (179) - - (179)
Foreign exchange
movement - - - 2,245 27 - 2,272
As at 31 December - 14,739 6,162 5,348 668 - 26,917
Accumulated
impairment losses
As at 1 January - - - - - - -
Impairment charge for
the financial year - - 634 228 - - 862
Foreign exchange
movement - - - (8) - - (8)
As at 31 December - - 634 220 - - 854
Carrying amounts
As at 31 December 208,575 38,287 5,457 2,496 584 - 255,399
18. INTANGIBLE ASSETS (continued)
(a) Intangible assets are initially measured at cost. The cost of intangible assets recognised in a business combination
is their fair values as at the date of acquisition. After initial recognition, intangible assets are carried at cost less
accumulated amortisation and accumulated impairment losses, if any.
(b) Intangible asset with indefinite useful life
Brand name relates to the King Koil® for the Group’s specialised bedding and licensing components. The useful
life of the brand is estimated to be indefinite. Details of impairment testing of brand name are disclosed in Note
19 to the financial statements.
As at 31 December 2023, this intangible asset has been transferred to asset held for sale as disclosed in Note 24
to the financial statements.
(c) Intangible assets with definite useful life
(i) Trademarks include cost of registration and renewals of trademark, product line and product names, which
are capitalised and amortised over the estimated useful life of five (5) years.
As at 31 December 2023, these intangible assets have been transferred to asset held for sale as disclosed
in Note 24 to the financial statements.
(ii) Cost of website and software development expenditure are capitalised and amortised over the estimated
useful life of five (5) years.
(iii) The technical know-how are recognised separately from goodwill on acquisition of subsidiaries are
capitalised and amortised over the estimated useful life of fifteen (15) years.
(iv) The customer relationships are recognised separately from goodwill on acquisition of subsidiaries. The
useful lives of the customer relationships are in the range of six (6) to nineteen (19) years (2022: nine (9) to
nineteen (19) years), determined based on customer attrition from the acquired relationships.
(v) Website under installation were not amortised until such time when the assets were available for use.
(d) During the financial year, the Group recognised a reversal on impairment losses on intangible assets of RM145,000
within other income in the statements of profit or loss in relation to website and software development that are
part of the manufacturing segment. The recoverable amount determined based on the fair value less cost of
disposal is higher than the carryingamount as at 31 December 2023.
In the previous financial year, an impairment loss of RM862,000 was recognised by the Group within other expenses
in the statement of profit or loss in relation to website and software development and customer relationships that
are part of the manufacturing segment. The recoverable amount determined based on the fair value less cost of
disposal was lower than the carrying amount as at 31 December 2022.
354 355
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
19. GOODWILL
Group
2023 2022
RM’000 RM’000
Cost
As at 1 January 191,323 190,319
Acquisition of a subsidiary (Note 16) 46,835 -
Transfer to assets held for sale (Note 24) (21,572) -
Foreign exchange movement 982 1,004
As at 31 December 217,568 191,323
Accumulated impairment
As at 1 January (4,103) (3,440)
Charge for the financial year -(663)
As at 31 December (4,103) (4,103)
Carrying amount
As at 31 December 213,465 187,220
Goodwill recognised in a business combination is an asset at the acquisition date and is initially measured at cost. After
initial recognition, goodwill is measured at cost less accumulated impairment losses, if any.
Goodwill is tested for impairment on an annual basis by comparing the carrying amount with the recoverable amount
of the Cash-Generating Units (“CGUs”) based on estimation of the value in use, which requires significant judgements,
estimates about the future results and key assumptions made by the management. Estimating a value in use amount
requires management to make an estimate of the expected future cash flows from the CGU and also to choose a suitable
discount rate in order to calculate the present value of those cash flows.
Impairment tests for goodwill and other intangible assets with indefinite useful lives
Goodwill arising from business combinations and brand name has been allocated to two individual CGUs for impairment
testing, namely bedding products and manufacturing.
Bedding products CGU represents goodwill and brand name relating to King Koil® arose from the acquisition of
Kaiserkorp Corporation Sdn. Bhd. (“Kaiserkorp”).
As at 31 December 2023, these goodwill have been transferred to asset held for sale as disclosed in Note 24 to the
financial statements.
Manufacturing CGU represents goodwill from the acquisitions of Century Bond Bhd., CPI (Penang) Sdn. Bhd., Toyoplas
Manufacturing (Malaysia) Sdn. Bhd. (“Toyoplas”) and MDS Advance Sdn. Bhd. (“MDS Advance ”).
19. GOODWILL (continued)
Impairment tests for goodwill and other intangible assets with indefinite useful lives (continued)
The carrying amounts of goodwill and brand name allocated to each CGU are as follows:
Brand
Goodwill name Total
2023 RM’000 RM’000 RM’000
Manufacturing 213,465 - 213,465
2022
Bedding products 20,589 208,575 229,164
Manufacturing 166,631 - 166,631
187,220 208,575 395,795
In performing the impairment assessment of the carrying amount of goodwill and brand name allocated to bedding
products and manufacturing CGUs, the recoverable amounts of the CGUs are determined based on estimation of the
value in use calculated using cash flow projection. This cash flow projection is based on financial budget approved by
management covering a one (1) year period and cash flows beyond the one (1) year period extrapolated using the
estimated growth in future revenues.
Bedding products CGU
As disclosed in Note 38(d) to the financial statements, the Company via its wholly-owned subsidiary, Bold Approach
Sdn. Bhd., divested its interest in Kaiserkorp subsequent to the financial year end. Consequently, the goodwill and brand
name of bedding products have been transferred to assets held for sale as at 31 December 2023.
The recoverable amount determined by management based on the fair value less cost of disposal is higher than the
carrying amount of the goodwill and brand name, therefore no impairment loss was required.
In the previous financial year, the key assumptions applied by management in the cashflow forecasts and projections
which required significant judgements and estimates were as follows:
2022 Key assumptions
Revenue growth rate for FY2023 3%
Average revenue growth rate for FY2024 - FY2027 6%
Gross profit margin for FY2023 - FY2027 43% - 44%
Pre-tax discount rate 10.5%
Terminal value Zero growth rate
As at 31 December 2022, the recoverable amount of bedding products CGU based on value in use calculations was
higher than the carrying amount of the goodwill and brand name, therefore no impairment loss was required.
However, the recoverable amount was sensitive to changes in certain key assumptions. The sensitivity of the impairment
assessment to a reasonably possible change in each of the key inputs with all other variables held constant was as
follows:
Change in assumption Impact
Revenue growth rate for FY2023 - FY2027 Reduce by 2.1% Breakeven
Gross profit margin for FY2023 - FY2027 Reduce by 8.3% Breakeven
Pre-tax discount rate Increase by 7.3% Breakeven
356 357
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
19. GOODWILL (continued)
Impairment tests for goodwill and other intangible assets with indefinite useful lives (continued)
Manufacturing CGU
The key assumptions applied by management in the cash flow forecasts and projections which required significant
judgements and estimates are as follows:
Toyoplas
2023 Key assumptions
Revenue growth rate for FY2024 5%
Average revenue growth rate for FY2025 - FY2028 5%
Gross profit margin for FY2024 - FY2028 22%
Pre-tax discount rate 11%
Terminal value Zero growth rate
2022 Key assumptions
Revenue growth rate for FY2023 -10%
Average revenue growth rate for FY2024 - FY2027 5%
Gross profit margin for FY2023 - FY2027 22%
Pre-tax discount rate 11%
Terminal value Zero growth rate
As at 31 December 2023, the recoverable amount of Toyoplas based on value in use method was higher than the
carrying amount of the goodwill, therefore no impairment loss was required.
However, the recoverable amount is sensitive to changes in certain key assumption. The sensitivity of the impairment
assessment to a reasonably possible change in each of the key inputs with all other variables held constant is as follows:
Change in assumption Impact
Revenue growth rate for FY2024 - FY2028 Reduce by 20.0% Breakeven
Gross profit margin for FY2024 - FY2028 Reduce by 5.0% Breakeven
Pre-tax discount rate Increase by 7.0% Breakeven
Century Bond Bhd., CPI (Penang) Sdn. Bhd. and MDS Advance
2023 2022
% %
Pre-tax discount rate 11.0% 11.0%
Revenue growth rate 2.0% - 9.0% -3.0% - 11.0%
19. GOODWILL (continued)
Impairment tests for goodwill and other intangible assets with indefinite useful lives (continued)
Manufacturing CGU (continued)
Century Bond Bhd., CPI (Penang) Sdn. Bhd. and MDS Advance (continued)
As at 31 December 2023, the recoverable amounts of Century Bond Bhd., CPI (Penang) Sdn. Bhd. and MDS Advance
based on value in use method were higher than the carrying amounts of the goodwill, therefore no impairment loss was
required.
There are no reasonably possible changes in any key assumptions used that would cause the carrying amount of these
CGUs to materially exceed their recoverable amounts.
20. CLUB MEMBERSHIPS
Group and Company
2023 2022
RM’000 RM’000
At fair value
As at 1 January/31 December 153 153
(a) Investments in the club memberships are classified as financial assets measured at fair value through profit or loss.
(b) Fair value of club memberships is determined by reference to the quoted price active markets at the end of the
reporting date, which are adjusted for differences in key attributable price such as type of membership.
Fair value of club memberships of the Group and of the Company are categorised as level 2 in the fair value
hierarchy. There is no transfer between levels of hierarchy during the financial year.
21. INVENTORIES
Group
2023 2022
RM’000 RM’000
At cost
Raw materials 63,603 119,192
Work-in-progress 18,059 17,040
Finished goods 43,458 48,127
125,120 184,359
358 359
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
21. INVENTORIES (continued)
(a) Inventories are stated at the lower of cost and net realisable value. Cost of inventories consists of purchase price
and is determined using the first-in, first-out formula.
(b) During the financial year, inventories recognised as an expense in cost of sales of the Group is RM839,620,000
(2022: RM842,755,000).
(c) The amounts of inventories written back and inventories written down recognised in the statements of profit or
loss are as follows:
Group
2023 2022
RM’000 RM’000
Recognised in cost of sales
Inventories written back (809) (1,075)
Inventories written down 11,110 3,755
10,301 2,680
(d) During the financial year, an inventories written back was made as the Group were able to sell those inventories
above their carrying amount.
22. TRADE AND OTHER RECEIVABLES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Non-current
Other receivables
Sundry receivable 3,350 3,350 --
Amount due from a subsidiary --5,875 9,000
3,350 3,350 5,875 9,000
Less: Impairment losses
- sundry receivable (3,350) (3,350) --
Total non-current receivables --5,875 9,000
Other non-current assets
Prepayments 908 1,728 --
908 1,728 5,875 9,000
22. TRADE AND OTHER RECEIVABLES (continued)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Current
Trade receivables
Third parties 259,612 349,701 278 226
Related companies 24,693 22,852 --
284,305 372,553 278 226
Less: Impairment losses
- third parties (1,160) (3,712) (187) (187)
- related companies (847) (733) --
(2,007) (4,445) (187) (187)
Current trade receivables, net 282,298 368,108 91 39
Other receivables
Sundry receivables 10,071 19,061 892 824
Amounts due from subsidiaries --8,034 167,661
Amount due from an associate 125 125 125 125
10,196 19,186 9,051 168,610
Less: Impairment losses
- sundry receivables (101) (101) (102) (102)
- subsidiaries --(1,038) (1,016)
(101) (101) (1,140) (1,118)
Current other receivables, net 10,095 19,085 7,911 167,492
Total current receivables 292,393 387,193 8,002 167,531
Other current assets
Indirect tax receivables 7,251 6,017 272 272
Prepayments 17,243 24,688 548 42
24,494 30,705 820 314
316,887 417,898 8,822 167,845
360 361
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
22. TRADE AND OTHER RECEIVABLES (continued)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Total non-current receivables --5,875 9,000
Total current receivables 292,393 387,193 8,002 167,531
Total receivables 292,393 387,193 13,877 176,531
Other non-current assets 908 1,728 --
Other current assets 24,494 30,705 820 314
Total other assets 25,402 32,433 820 314
Total trade and other receivables 317,795 419,626 14,697 176,845
(a) Total receivables are classified as financial assets measured at amortised cost.
(b) Included in non-current receivables of the Group is a receivable of RM3,349,813 (2022: RM3,349,813) from
Leo Hospitality Sdn. Bhd. arising from lease income and business commission receivables, which is charged a
fixed profit rate of 4.5% (2022: 4.5%) per annum over a period of twenty-three (23) months commenced from
April 2017. Sensitivity analysis for fixed rate finance lease receivable at the end of the reporting period is not
presented as fixed rate instrument is not affected by change in interest rates. Full allowance for impairment had
been recognised in the prior year due to default on payments by the lessee.
(c) Trade receivables, excluding amounts due from related companies, are unsecured and interest-free with normal
trade credit terms ranges from 30 to 120 days (2022: 30 to 120 days). The credit term of trade amounts due
from related companies ranges from 30 to 365 days (2022: 30 to 365 days). Other credit terms are assessed and
approved on a case-by-case basis. They are recognised at their original invoice amounts, which represent their fair
values on initial recognition.
(d) Trade amounts due from related companies are unsecured and interest-free.
(e) Non-trade amounts due from subsidiaries and an associate represent advances and payment on behalf, which are
unsecured, interest-free except for the following:
(i) An amount due from a subsidiary of RM145,600,000 (2022: RM145,600,000), which bore a floating interest
rate of 2.60% (2022: 2.60%) per annum was fully settled via capitalisation of shares of the subsidiary during
the financial year.
22. TRADE AND OTHER RECEIVABLES (continued)
(e) Non-trade amounts due from subsidiaries and an associate represent advances and payment on behalf, which are
unsecured, interest-free except for the following: (continued)
(ii) An amount due from a subsidiary of RM7,375,000 (2022: RM10,500,000), which bears a fixed profit rate of
4.83% (2022: 4.83%) per annum and receivable in cash and cash equivalents, as follows:
2023 2022
RM’000 RM’000
Non-current 5,875 9,000
Current 1,500 1,500
7,375 10,500
The carrying amount of the non-current amount due from a subsidiary is reasonable approximation of its
fair value due to the insignificant impact of discounting.
(f) Sensitivity analysis of interest rate for floating rate instruments at the end of the reporting period assuming all
other variables remain constant is as follows:
Company
2023 2022
RM’000 RM’000
Effect of 100 basis point changes to profit/(loss) after tax
Floating rate instruments -1,107
The Group and the Company do not account for fixed rate instruments at fair value through profit or loss, and
the carrying amount of fixed rate trade and other receivables of the Group and of the Company are measured
at amortised cost. Therefore, no sensitivity analysis was prepared as the change in interest rate at the end of the
reporting period would not affect profit or loss.
(g) Included in trade and other receivables of the Group is a sum of RM60,091,000 (2022: RM53,084,000) charged to
financial institutions for banking facilities granted to the Group as disclosed in Note 25 to the financial statements.
362 363
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
22. TRADE AND OTHER RECEIVABLES (continued)
(h) Currency exposure profile of total receivables are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 127,258 146,654 13,877 176,531
United States Dollar 142,003 220,793 --
Indonesia Rupiah 10,552 4,925 --
Singapore Dollar 4,688 5,498 --
Chinese Renminbi 6,045 7,156 --
Others 1,847 2,167 --
292,393 387,193 13,877 176,531
(i) The following table demonstrates the sensitivity analysis of the Group to a reasonably possible change in the
foreign currencies strengthened or weakened by 10% and the exchange rates against the respective functional
currencies of the Group, with all other variables held constants:
Group
2023 2022
RM’000 RM’000
Profit after tax
USD/RM
- strengthen by 10% 10,792 16,780
- weaken by 10% (10,792) (16,780)
IDR/RM
- strengthen by 10% 802 374
- weaken by 10% (802) (374)
SGD/RM
- strengthen by 10% 356 418
- weaken by 10% (356) (418)
CNY/RM
- strengthen by 10% 459 544
- weaken by 10% (459) (544)
The exposures to the other currencies are not significant, hence the effects of the changes in the exchange rates
are not presented.
22. TRADE AND OTHER RECEIVABLES (continued)
(j) The Group applies the MFRS 9 simplified approach in measuring expected credit losses (“ECL”) which uses a
lifetime expected loss allowance for trade receivables. During this process, the probability of non-payment by
the trade receivable is adjusted by forward looking information on macroeconomic factors of the countries which
it sells its goods to. The Group has identified consumer price index, gross domestic product, unemployment
rate, inflation rate and producer price index to be the most relevant factors and multiplied by the amount of the
expected loss arising from default to determine the lifetime expected credit loss for the trade receivable. For
trade receivable, which are reported net, such impairments are recorded in a separate impairment account with
the loss being recognised in the statements of profit or loss and other comprehensive income. On confirmation
that the trade receivable would not be collectable, the gross carrying value of the asset would be written off
against the associated impairment.
For trade receivables that contain a significant financing component and other financial assets, the Group
recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. The
Group defined significant increase in credit risk based on past due information, i.e. twelve (12) months after credit
term. However, if the credit risk on the financial instrument has not increased significantly since initial recognition,
the Group measures the loss allowance for the financial instrument at an amount equal to 12-month ECL. Lifetime
ECL represents the expected credit losses that will result from all possible default events over the expected life of
a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result
in default events on a financial instrument that are possible within twelve (12) months after the reporting date.
For the purpose of assessing whether the credit risk of the Group has increased significantly since initial
recognition, the Group compares the risk of a default occurring at the reporting date with the risk of a default
occurring at the date of initial recognition. In making this assessment, the Group considers both quantitative and
qualitative information that are reasonable and supportable, including historical experience and forward-looking
information, which are available without undue cost or effort.
Significant judgement is required in determining the probabilities of default by receivables and appropriate
forward-looking information in assessing the expected credit loss allowance.
(k) The information about the credit risk and ECL allowance for trade receivables of the Group and of the Company
using the provision matrix are as follows:
More than
1 - 90 days 90 days
Current past due past due Total
Group RM’000 RM’000 RM’000 RM’000
31 December 2023
Gross carrying amounts
- trade receivables 176,146 105,686 2,473 284,305
ECL allowances (39) (990) (978) (2,007)
176,107 104,696 1,495 282,298
364 365
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
22. TRADE AND OTHER RECEIVABLES (continued)
(k) The information about the credit risk and ECL allowance for trade receivables of the Group and of the Company
using the provision matrix are as follows: (continued)
More than
1 - 90 days 90 days
Current past due past due Total
Group RM’000 RM’000 RM’000 RM’000
31 December 2022
Gross carrying amounts
- trade receivables 301,779 64,275 6,499 372,553
ECL allowances (266) (366) (3,813) (4,445)
301,513 63,909 2,686 368,108
Company
31 December 2023
Gross carrying amount
- trade receivables 72 8 198 278
ECL allowances - - (187) (187)
72 8 11 91
31 December 2022
Gross carrying amounts
- trade receivables 32 7 187 226
ECL allowances - - (187) (187)
32 7 - 39
22. TRADE AND OTHER RECEIVABLES (continued)
(l) The reconciliation of movements of impairment losses for total receivables at the end of each reporting period are
as follows:
------------------------ Group ------------------------ ---------------------- Company -------------------
Lifetime ECL Credit- Total Lifetime ECL Credit- Total
allowance impaired allowance allowance* impaired allowance
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Trade receivables
As at 1 January 2023 2,519 1,926 4,445 - 187 187
Charge for the
financial year 402 335 737 - - -
Reversal (1,249) (1,287) (2,536) - - -
Transfer to asset held for
sale (293) 31 (262) - - -
Written off (119) (274) (393) - - -
Foreign exchange
movement 8 8 16 - - -
As at 31 December 2023 1,268 739 2,007 - 187 187
As at 1 January 2022 2,243 6,798 9,041 - 187 187
Charge for the
financial year 441 133 574 - - -
Reversal (162) (4,610) (4,772) - - -
Written off - (416) (416) - - -
Foreign exchange
movement (3) 21 18 - - -
As at 31 December 2022 2,519 1,926 4,445 - 187 187
*The effect of expected credit loss is insignificant
366 367
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
22. TRADE AND OTHER RECEIVABLES (continued)
(l) The reconciliation of movements of impairment losses for total receivables at the end of each reporting period are
as follows (continued):
Lifetime ECL Lifetime ECL
12-month -not credit- - credit- Total
ECL (i) impaired (ii) impaired (iii) allowance
RM’000 RM’000 RM’000 RM’000
Group
2023
Other receivables
As at 1 January 2023/
31 December 2023 - 20 3,431 3,451
2022
Other receivables
As at 1 January 2022 - 20 3,450 3,470
Reversal - - (19) (19)
As at 31 December 2022 - 20 3,431 3,451
Lifetime ECL Lifetime ECL
12-month -not credit- - credit- Total
ECL (i) impaired (ii) impaired (iii) allowance
RM’000 RM’000 RM’000 RM’000
Company
2023
Other receivables
As at 1 January 2023/
31 December 2023 - - 102 102
2022
Other receivables
As at 1 January 2022/
31 December 2022 - - 102 102
22. TRADE AND OTHER RECEIVABLES (continued)
(l) The reconciliation of movements of impairment losses for total receivables at the end of each reporting period are
as follows (continued):
Lifetime ECL Lifetime ECL
12-month -not credit- -credit- Total
ECL (i) impaired (ii) impaired (iii) allowance
RM’000 RM’000 RM’000 RM’000
Company
2023
Amounts due from subsidiaries
As at 1 January 2023 - - 1,016 1,016
Charge for the financial year - - 22 22
As at 31 December 2023 - - 1,038 1,038
2022
Amounts due from subsidiaries
As at 1 January 2022/
31 December 2022 - - 1,016 1,016
(i) Stage 1: financial assets that have not had a significant increase in credit risk since initial recognition
(ii) Stage 2: financial assets that have had a significant increase in credit risk since initial recognition
(iii) Stage 3: credit-impaired financial assets
Credit-impaired refers to receivable who have defaulted on payments and are in significant financial difficulties
as at the end of the reporting period.
368 369
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
22. TRADE AND OTHER RECEIVABLES (continued)
(m) No expected credit losses are recognised arising from other financial assets as the amount is negligible.
(n) Included in prepayments of the Group is a sum of RM1,909,070 (2022: Nil) arising from purchase of right-of-use
assets not available for use and not in the location and condition necessary for it to be capable of operating in the
manner intended by management.
(o) As at the end of each reporting period, trade receivables of the Group and of the Company are not secured
by any collaterals. The Group has significant concentration of credit risks that arise from exposure to amount
from related companies, which makes up 7% (2022: 5%) of total trade receivables. The Company has significant
concentration of credit risks that arise from exposure to amounts due from subsidiaries and related companies,
which makes up 88% (2022: 99%) of total receivables of the Company.
(p) The Group and the Company did not renegotiate the terms of any trade receivables at the end of each
reporting period.
23. CASH AND BANK BALANCES AND SHORT TERM FUNDS
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Cash on hand and at banks 159,872 164,697 1,116 1,296
Deposits with licensed banks
and financial institutions 27,112 26,681 1,325 1,291
Total cash and bank balances 186,984 191,378 2,441 2,587
Short term funds 253,588 354,861 109,491 168,878
440,572 546,239 111,932 171,465
(a) Total cash and bank balances are classified as financial assets measured at amortised cost.
(b) Certain deposits placed with licensed banks and financial institutions of the Group and of the Company
amounting to RM5,875,114 (2022: RM5,746,495) and RM1,324,859 (2022: RM1,290,750) respectively, are
pledged for credit and banking facilities granted to the Group and the Company as disclosed in Note 25 and
Note 34 to the financial statements respectively.
(c) Deposits with licensed banks and financial institutions of the Group and of the Company have an average maturity
period of 185 days and 180 days (2022: 205 days and 180 days) respectively.
23. CASH AND BANK BALANCES AND SHORT TERM FUNDS (continued)
(d) Weighted average effective interest rate of deposits with licensed banks and financial institutions of the Group
and of the Company as at the end of each reporting period are as follows:
Group Company
2023 2022 2023 2022
%%%%
Fixed rate 3.29 2.55 2.50 2.50
The Group and the Company do not account for fixed rate instruments at fair value through profit or loss, and
the carrying amount of fixed rate deposits with licensed banks and financial institutions of the Group and of
the Company are measured at amortised cost. Therefore, no sensitivity analysis was prepared as the change in
interest rate at the end of the reporting period would not affect profit or loss.
(e) Short term funds of the Group and of the Company represent money market deposits and are classified as fair
value through profit or loss, and subsequently remeasured to fair value with changes in fair value being recognised
in profit or loss. The fair value is categorised as Level 1 in the fair value hierarchy which derived from quoted prices
(unadjusted) in active markets for identical assets. There is no transfer between levels in the hierarchy during the
financial year.
(f) Sensitivity analysis of market value for the short term funds at the end of the reporting period, assuming all other
variables remain constant, is as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Profit/(Loss) after tax
- increased by 1% (2022: 2%) 1,927 5,394 832 2,567
- decreased by 1% (2022: 2%) (1,927) (5,394) (832) (2,567)
(g) Currency exposure profile of cash and bank and short term funds are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 353,961 440,141 111,932 171,465
United States Dollar 67,084 87,463 --
Indonesia Rupiah 5,431 3,203 --
Singapore Dollar 4,956 5,996 --
Euro 474 4,220 --
Chinese Renminbi 6,814 4,723 --
Others 1,852 493 --
440,572 546,239 111,932 171,465
370 371
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
23. CASH AND BANK BALANCES AND SHORT TERM FUNDS (continued)
(h) The following table demonstrates the sensitivity analysis of the Group to a reasonably possible change in the
foreign currencies strengthened or weakened by 10% and the exchange rates against the respective functional
currencies of the Group, with all other variables held constants:
Group
2023 2022
RM’000 RM’000
Profit after tax
USD/RM
- strengthen by 10% 5,098 6,647
- weaken by 10% (5,098) (6,647)
IDR/RM
- strengthen by 10% 413 243
- weaken by 10% (413) (243)
SGD/RM
- strengthen by 10% 377 456
- weaken by 10% (377) (456)
EURO/RM
- strengthen by 10% 36 321
- weaken by 10% (36) (321)
RMB/RM
- strengthen by 10% 518 359
- weaken by 10% (518) (359)
The exposures to the other currencies are not significant, hence the effects of the changes in the exchange rates
are not presented.
(i) For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at the
reporting date:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
As reported in statements
of financial position 440,572 546,239 111,932 171,465
Deposits with licensed banks
with maturity period of
more than three (3) months (5,338) (20,514) --
Deposits pledged with licensed banks (5,875) (5,746) (1,325) (1,291)
Short term funds (253,588) (354,861) (109,491) (168,878)
Cash and cash equivalent
include in disposal group
classified as held for sale (Note 24) 73,077 ---
248,848 165,118 1,116 1,296
23. CASH AND BANK BALANCES AND SHORT TERM FUNDS (continued)
(j) No expected credit losses were recognised arising from the deposits, cash and bank balances and short term
funds because the probability of default by these financial institutions are negligible.
24. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
Non-current assets/disposal group
classified as held for sale:
- Assets of disposal group 24(a) 394,591 ---
- Property, plant and equipment 13 697 -697 -
- Right-of-use assets 14 9,096 -9,096 -
- Investment properties 15 35,729 5,923 35,729 5,923
440,113 5,923 45,522 5,923
Liabilities of disposal group
classified as held for sale 24(a) 99,920 ---
99,920 ---
(a) On 20 March 2024, Bold Approach Sdn. Bhd., a wholly-owned subsidiary of the Company, has disposed 50% of
its equity interest in a subsidiary, Kaiserkorp Corporation Sdn. Bhd., a company incorporated in Malaysia which is
engaged in investment holding for a cash consideration of USD57,463,605 (equivalent to RM271,458,070).
Accordingly, the assets and liabilities of Kaiserkorp Group are classified as disposal group held for sale and the
financial results of Kaiserkorp Group are classified as discontinuing operations.
372 373
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
24. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (continued)
(a) (continued)
(i) The assets and the associated liabilities held for sale are as follows:
Kaiserkorp
Group
2023
Note RM’000
Assets held for sale
Property, plant and equipment 13 10,450
Right-of-use assets 14 8,799
Intangible assets 18 219,768
Goodwill 19 21,572
Inventories 14,759
Receivables 46,166
Cash and bank balances 23 73,077
394,591
Liabilities associated with assets held for sale
Lease liabilities 14 9,954
Contract liabilities 29 6,647
Deferred tax liabilities 26 63,439
Borrowings 25 1,384
Current tax liabilities 1,169
Payables 17,327
99,920
24. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (continued)
(a) (continued)
(ii) Analysis of the results of the discontinuing operations was as follows:
Kaiserkorp
Group
Kaiserkorp
Group
2023 2022
RM’000 RM’000
Statement of Profit or Loss and Other Comprehensive Income
Revenue 182,394 199,088
Cost of sales (101,526) (112,715)
Gross profit 80,868 86,373
Other income 2,141 438
Distribution costs (31,652) (34,824)
Administrative expenses (24,811) (19,758)
Reversal of impairment losses/(Impairment losses) on financial assets 929 (92)
Other expenses (927) (1,117)
Operating profit 26,548 31,020
Finance costs (1,125) (698)
Profit before tax and zakat 25,423 30,322
Income tax and zakat (7,373) (6,340)
Profit, net of tax 18,050 23,982
Other comprehensive income, net of tax
Item that may be reclassified subsequently to profit or loss
Gain on foreign currency translation 12,792 11,629
Profit for the financial year/Total comprehensive income, net of tax 30,842 35,611
Kaiserkorp
Group
Kaiserkorp
Group
2023 2022
RM’000 RM’000
Profit before tax is arrived after charging:
Auditors’ remuneration
- Statutory audit 105 100
- Non-statutory audit services 20 -
Employee benefits
- salaries, wages, bonuses and allowances 31,422 28,874
- contribution to defined contribution plan 964 933
- other employee benefits 8,991 7,559
41,377 37,366
374 375
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
24. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (continued)
(a) (continued)
(ii) Analysis of the results of the discontinuing operations was as follows (continued):
Kaiserkorp
Group
Kaiserkorp
Group
2023 2022
RM’000 RM’000
Profit before tax is arrived after charging (continued):
Profit rate/Interest expense on:
- term loans 152 220
- lease liabilities 973 478
1,125 698
Loss on unrealised foreign exchange -33
Property, plant and equipment written off -1,526
And crediting:
Profit rate/Interest income from deposits with licensed banks 2,013 410
Gain on termination of lease contract 103 -
Gain on unrealised foreign exchange 5-
(iii) Analysis of the income tax and zakat of the discontinuing operations was as follows;
Kaiserkorp
Group
Kaiserkorp
Group
2023 2022
RM’000 RM’000
Foreign income tax:
Current income tax 6,293 6,982
Under/(Over) provision in prior years 1,079 (507)
7,372 6,475
Deferred taxation:
Over provision in prior years -(135)
7,372 6,340
24. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (continued)
(a) (continued)
(iii) Analysis of the income tax and zakat of the discontinuing operations was as follows (continued)
Kaiserkorp
Group
Kaiserkorp
Group
2023 2022
RM’000 RM’000
Income tax 7,372 6,340
Zakat 1-
7,373 6,340
Profit before tax and zakat 25,423 30,322
Tax at Malaysian statutory tax rate of 24% (2022: 24%) 6,102 7,277
Tax effects in respect of:
- non-taxable income (1,257) (3,027)
- non-deductible expenses 461 1,189
- effect of different tax rates in foreign jurisdictions 987 1,543
6,293 6,982
Under/(Over) provision in prior years:
- income tax 1,079 (507)
- deferred tax -(135)
Income Tax 7,372 6,340
376 377
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
25. LOANS AND BORROWINGS
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Non-current
Secured:
Term loans 102,237 129,387 --
Unsecured:
Sukuk Murabahah Islamic Medium
Term Notes 257,000 257,000 --
Term loans -1,320 --
359,237 387,707 --
Current
Secured:
Bankers’ acceptance -1,352 --
Revolving credits 5,737 15,791 --
Term loans 28,118 27,352 --
Factoring 3,399 12,631 --
Unsecured:
Bankers’ acceptance 11,154 12,998 --
Revolving credits 41,000 40,000 30,000 30,000
Term loans -742 --
Trust receipt 17,710 39,227 --
107,118 150,093 30,000 30,000
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Total
Revolving credits 46,737 55,791 30,000 30,000
Bankers’ acceptance 11,154 14,350 --
Sukuk Murabahah Islamic Medium
Term Notes 257,000 257,000 --
Term loans 130,355 158,801 --
Trust receipt 17,710 39,227 --
Factoring 3,399 12,631 --
466,355 537,800 30,000 30,000
24. NON-CURRENT ASSETS/DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE (continued)
(a) (continued)
(iv) Analysis of the cash flows of the discontinuing operations was as follows:
Kaiserkorp
Group
Kaiserkorp
Group
2023 2022
RM’000 RM’000
Statement of Cash Flows
Net cash from operating activities 31,965 27,904
Net cash used in investing activities (472) (2,462)
Net cash used in financing activities (5,489) (4,384)
Net increase in cash and cash equivalents 26,004 21,058
Effect of exchange rate difference on cash and cash equivalents 2,481 1,036
Cash and cash equivalents at beginning of the financial year 44,592 22,498
Cash and cash equivalents at the end of the financial year 73,077 44,592
(b) In the previous financial year, the Company entered into a Sale and Purchase Agreement to dispose its investment
property as disclosed in Note 15 to the financial statements for a total consideration of RM8,000,000. The condition
precedent stipulated in the Sale and Purchase Agreement has been fulfilled in the current financial year.
(c) On 19 December 2023, the Company entered into a Sale and Purchase Agreement to dispose its investment
property as disclosed in Note 15 to the financial statements for a total consideration of RM325,000. As at
31 December 2023, the conditions precedent stipulated in the Sale and Purchase Agreement remains unfulfilled.
(d) On 29 February 2024, the Company entered into a conditional Sale and Purchase Agreement to dispose its
investment property as disclosed in Note 15 to the financial statements for a total consideration of RM46,000,000.
The conditions precedent stipulated in the Sale and Purchase Agreement remains unfulfilled as at the date of this
report.
378 379
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
25. LOANS AND BORROWINGS (continued)
(a) Loans and borrowings are classified as financial liabilities measured at amortised cost.
(b) The carrying amounts of loans and borrowings are reasonable approximation of their fair values, either due to
their short-term nature or that they are floating rate instruments, which are re-priced to market interest rates on
or near the end of the reporting period. Fair value of the loans and borrowings of the Group are categorised as
Level 3 in the fair value hierarchy. There is no transfer between levels in the hierarchy during the financial year.
(c) The remaining maturities of the loans and borrowings as at the end of each of reporting period are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
On demand or within one (1) year 107,118 150,093 30,000 30,000
One (1) to five (5) years 183,087 179,707 --
Over five (5) years 176,150 208,000 --
466,355 537,800 30,000 30,000
(d) The weighted average effective profit/interest rates per annum at the end of the reporting date for loans and
borrowings that are exposed to interest rate risk are as follows:
Group Company
2023 2022 2023 2022
% % % %
Floating rate
Revolving credits 5.39 5.48 5.18 4.73
Bankers’ acceptance 3.19 3.71 --
Sukuk Murabahah Islamic Medium
Term Notes 5.21 4.08 --
Term loans 5.03 4.49 --
Trust receipt 4.66 4.28 --
Factoring 5.62 5.74 --
(e) Sensitivity analysis of profit/interest rates for floating rate instruments at the end of the reporting period assuming
all other variables remain constant is as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Effect of 25 (2022: 100) basis point changes
to profit/(loss) after tax
Floating rate instruments (886) (4,087) (57) (228)
25. LOANS AND BORROWINGS (continued)
(f) Sukuk Murabahah Islamic Medium Term Notes
Perangsang Capital Sdn. Bhd. (“PCSB”), a wholly-owned subsidiary of the Company had obtained a Sukuk
Murabahah Islamic Medium Term Notes of RM300.0 million which was advanced to the Company via a Shariah
compliant arrangement for their general corporate purposes, refinancing of existing borrowings/financings
and to defray expenses for the Sukuk Murabahah Program in 2019. The tenure of the Sukuk Murabahah Islamic
Medium Term Notes ranged from three (3) to eight (8) years and matures from 20 January 2022 to 29 January
2027. The Sukuk Murabahah Islamic Medium Term Notes was guaranteed by the Company.
In 2022, PCSB refinanced its existing outstanding Sukuk Murabahah Islamic Medium Term Notes of RM257.0
million with the revised tenure ranges from three (3) to nine (9) years and matures from 31 October 2025 to 31
October 2031.
(g) Term loans
(i) Term loan - Facility of RM7.3 million
King Koil Manufacturing West, LLC, an indirect subsidiary of the Company had secured a loan of RM3.5
million for the purpose of working capital and financing for the purchase of leasehold plant of RM3.8
million. The borrowings bears a fixed interest rate of 8.82% (2022: 8.82%) with a loan tenure of seven (7)
(2022: seven (7)) years.
(ii) Term loan - Facility of RM150.0 million
Perangsang Dinamik Sdn. Bhd., a wholly-owned subsidiary of the Company had secured a term loan facility
of RM150.0 million. The purpose of the banking facilities is to part finance the acquisition of 100% equity
stake in Toyoplas Manufacturing (Malaysia) Sdn. Bhd. (“Toyoplas”).
The tenure of the term loan facility is eight (8) years and matures on 15 August 2027.
The term loan facility is secured via the following:
(i) Memorandum of charge over the shares of Toyoplas;
(ii) Assignment and charge over designated accounts to be opened with the Bank; and
(iii) An irrevocable letter of undertaking from the Company to cover cash flow shortfall in meeting the
financial covenants of the Customer and debt obligations under the Banking Facility.
In addition, the term loan facility is guaranteed by the Company.
380 381
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
25. LOANS AND BORROWINGS (continued)
(g) Term loans (continued)
(iii) Term loan - Facility of RM38.0 million
Toyoplas, a wholly-owned indirect subsidiary of the Company had secured a term loan facility of RM38.0
million to part finance extension of new two-storey factory and the construction cost of the new factory in
Bac Giang, Vietnam.
The tenure of these term loan facilities ranges from five (5) to ten (10) years and matures from 1 March 2024
to 30 September 2027.
The term loan facilities are secured via the following:
(i) Mortgage guarantees from Toyoplas;
(ii) Legal charge over property of HSD 2603 PTD 5364 Mukim of Kesang, District of Ledang, Johor as
disclosed in Note 13 and Note 14;
(iii) Trade Financing General Agreement from Toyoplas; and
(iv) Legal charge over property of HSD 62238 PTD 105112, Mukim of Senai, District of Kulaijaya, Johor
as disclosed in Note 13.
In addition, the term loan facilities are guaranteed by the Company.
(iv) Term loan - Facility of RM22.1 million
CPI (Penang) Sdn. Bhd. ("CPI"), a wholly-owned indirect subsidiary of the Company secured a term loan
facility of RM22.1 million to part finance the acquisition of a plot of land from the Penang Development
Corporation identified as Plot 109 at Bayan Lepas Industrial Park comprising an approximate area of 4.5364
acres (“Land Plot 109”) at RM27,664,781.
The tenure of the term loan facility is eight (8) years and matures on 4 July 2027.
The term loan facility is secured via the following:
(i) Facilities Agreement entered between CPI and the bank;
(ii) First party first fixed charge over the Land Plot 109 (a plot vacant industrial land at Bayan Lepas
Industrial Park Phase 4 comprising an approximate area of 4.5364 acres) as disclosed in Note 14;
(iii) First party deed of assignment and legal charge over the Finance Service Reserve Account-I to be
opened and maintained by the CPI with the bank as disclosed in Note 23; and
25. LOANS AND BORROWINGS (continued)
(g) Term loans (continued)
(iv) Term loan - Facility of RM22.1 million (continued)
The term loan facility is secured via the following: (continued)
(iv) Irrevocable and unconditional Letter of Undertaking from the Company to honour any shortfalls of
the CPI’s financing obligation with the bank.
(v) Term loan - Facilities of RM1.3 million and RM2.0 million
MDS Advance Sdn. Bhd. (“MDS Advance”), a wholly-owned indirect subsidiary of the Company secured
two term loan facilities of RM1.3 million and RM2.0 million to part finance the acquisition of a unit of 1.5
storey and a unit of 2 storey semi-detached light industrial factory in Kawasan Industri Ringan Permatang
Tinggi, Pulau Pinang and Taman Industri Ringan Permatang Tinggi, Pulau Pinang.
The tenure of the term loan facilities is twenty (20) years and matures on 5 April 2038 and 9 January 2037
respectively.
The term loan facility is secured via the following:
(i) Facilities Agreement to be entered between the MDS Advance and the Bank;
(ii) First party first fixed charge over the properties as disclosed in Note 15 to the financial statements;
and
(iii) Joint and several guarantee by a key management personnel of MDS Advance.
(h) Certain bankers’ acceptance, revolving credits and factoring are secured by way of a legal charge over certain
property, plant and equipment and trade receivables of the Group as disclosed in Note 13 and Note 22 to the
financial statements.
(i) Currency exposure profile of loans and borrowings are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 460,004 507,748 30,000 30,000
United States Dollar 6,199 29,479 --
Others 152 573 --
466,355 537,800 30,000 30,000
382 383
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
25. LOANS AND BORROWINGS (continued)
(j) The following table demonstrates the sensitivity analysis of the Group to a reasonably possible change in the
foreign currencies strengthened or weakened by 10% and the exchange rates against the respective functional
currencies of the Group, with all other variables held constants:
Group
2023 2022
RM’000 RM’000
Profit after tax
USD/RM
- strengthen by 10% 471 2,240
- weaken by 10% (471) (2,240)
The exposures to other currencies are not significant, hence the effects of the changes in the exchange rates are
not presented.
(k) The table below summarises the maturity profile of the loans and borrowings of the Group and of the Company
at the end of the reporting date based on contractual undiscounted repayment obligations:
On demand
or within One (1) to
one (1) five (5) Over five (5)
Group year years years Total
2023 RM’000 RM’000 RM’000 RM’000
Revolving credits 49,257 - - 49,257
Bankers’ acceptance 11,510 - - 11,510
Sukuk Murabahah Islamic Medium
Term Notes 13,400 176,036 137,171 326,607
Term loans 34,622 137,166 156 171,944
Trust receipt 18,536 - - 18,536
Factoring 3,590 - - 3,590
130,915 313,202 137,327 581,444
25. LOANS AND BORROWINGS (continued)
(k) The table below summarises the maturity profile of the loans and borrowings of the Group and of the Company
at the end of the reporting date based on contractual undiscounted repayment obligations: (continued)
On demand
or within One (1) to
one (1) five (5) Over five (5)
Group year years years Total
2022 RM’000 RM’000 RM’000 RM’000
Revolving credits 59,550 - - 59,550
Bankers’ acceptance 14,820 - - 14,820
Sukuk Murabahah Islamic Medium
Term Notes 10,491 69,981 218,491 298,963
Term loans 35,314 139,845 - 175,159
Trust receipt 40,906 - - 40,906
Factoring 13,356 - - 13,356
174,437 209,826 218,491 602,754
Company
2023
Revolving credits 31,554 - - 31,554
2022
Revolving credits 31,419 - - 31,419
384 385
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
25. LOANS AND BORROWINGS (continued)
(l) Reconciliation of liabilities arising from financing activities:
Sukuk
Murabahah Total Lease
Short term Term Islamic Medium loans and liabilities
borrowings# loans Term Notes borrowings (Note 14) Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As at 1 January 2023 121,999 158,801 257,000 537,800 30,548 568,348
Cash flows:
- drawdowns 236,671 - - 236,671 - 236,671
- repayments (280,580) (28,344) - (308,924) (16,621) (325,545)
- payments of profit
rate/interest (3,845) (7,368) (13,512) (24,725) (2,426) (27,151)
Non-cash flows:
- additions of lease
liabilities - - - - 22,186 22,186
- termination of lease
contracts - - - - (641) (641)
- foreign exchange
movement 910 112 - 1,022 573 1,595
- Asset held for sale
(Note 24) - (1,384) - (1,384) (9,954) (11,338)
- Acquisition of
subsidiary (Note 16) - 1,170 - 1,170 2,697 3,867
- unwinding of profit
rate/interest 3,845 7,368 13,512 24,725 2,426 27,151
As at 31 December
2023 79,000 130,355 257,000 466,355 28,788 495,143
# Short term borrowings comprise revolving credits, bankers’ acceptance, trust receipt and factoring.
25. LOANS AND BORROWINGS (continued)
(l) Reconciliation of liabilities arising from financing activities: (continued)
Sukuk
Murabahah Total Lease
Short term Term Islamic Medium loans and liabilities
borrowings# loans Term Notes borrowings (Note 14) Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As at 1 January 2022 96,514 195,215 300,000 591,729 33,733 625,462
Cash flows:
- drawdowns 423,667 3,268 - 426,935 - 426,935
- repayments (398,852) (40,007) (43,000) (481,859) (14,183) (496,042)
- payments of profit
rate/interest (3,619) (6,749) (10,635) (21,003) (1,661) (22,664)
Non-cash flows:
- additions of lease
liabilities - - - - 13,675 13,675
- termination of lease
contracts - - - - (2,752) (2,752)
- foreign exchange
movement 670 325 - 995 75 1,070
- unwinding of profit
rate/interest 3,619 6,749 10,635 21,003 1,661 22,664
As at 31 December
2022 121,999 158,801 257,000 537,800 30,548 568,348
# Short term borrowings comprise revolving credits, bankers’ acceptance, trust receipt and factoring.
386 387
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
25. LOANS AND BORROWINGS (continued)
(l) Reconciliation of liabilities arising from financing activities: (continued)
Lease
Revolving liabilities
credit (Note 14) Total
Company RM’000 RM’000 RM’000
As at 1 January 2022 35,000 10 35,010
Cash flows:
- drawdowns 60,000 - 60,000
- repayments (65,000) (5) (65,005)
- payments of profit rate/interest (222) (1) (223)
Non-cash flows:
- unwinding of profit rate/interest 222 1 223
As at 31 December 2022/1 January 2023 30,000 5 30,005
Cash flows:
- drawdowns 40,000 - 40,000
- repayments (40,000) (4) (40,004)
- payments of profit rate/interest (166) - (166)
Non-cash flows:
- unwinding of profit rate/interest 166 - 166
As at 31 December 2023 30,000 1 30,001
26. DEFERRED TAX
(a) The deferred tax assets/(liabilities) are made up of the following:
Group
2023 2022
RM’000 RM’000
As at 1 January (108,216) (106,005)
Recognised in profit or loss 2,511 665
Recognised in other comprehensive income 88 135
Foreign exchange movement (2,906) (3,011)
Asset held for sale (Note 24) 63,439 -
Acquisition of a subsidiary (Note 16) (3,850) -
As at 31 December (48,934) (108,216)
Presented after appropriate offsetting as follows:
Deferred tax assets 2,082 935
Deferred tax liabilities (51,016) (109,151)
(48,934) (108,216)
26. DEFERRED TAX (continued)
(b) The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting
are as follows:
Deferred tax liabilities of the Group:
Property,
Intangible plant and Payables
assets equipment and others Offsetting Total
RM’000 RM’000 RM’000 RM’000 RM’000
As at 1 January 2022 (69,835) (38,665) 793 622 (107,085)
Recognised in profit or loss 1,090 (1,313) 332 676 785
Recognised in other
comprehensive income - - 135 - 135
Foreign exchange movement (2,948) (110) 72 - (2,986)
As at 31 December
2022/1 January 2023 (71,693) (40,088) 1,332 1,298 (109,151)
Recognised in profit or loss 843 1,710 (2,035) 339 857
Recognised in other
comprehensive income - - 88 - 88
Foreign exchange movement (2,883) (172) 129 - (2,926)
Asset held for sale 63,321 645 - - 63,966
Acquisition of a subsidiary (Note 16) - (3,995) 145 - (3,850)
As at 31 December 2023 (10,412) (41,900) (341) 1,637 (51,016)
Deferred tax assets of the Group:
Unutilised
tax losses
and
unabsorbed Payables
capital and
allowances others Offsetting Total
RM’000 RM’000 RM’000 RM’000
As at 1 January 2022 2,660 (958) (622) 1,080
Recognised in profit or loss 644 (88) (676) (120)
Foreign exchange movement - (25) - (25)
As at 31 December 2022 3,304 (1,071) (1,298) 935
388 389
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KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
26. DEFERRED TAX (continued)
(b) The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting
are as follows (continued):
Deferred tax assets of the Group (continued):
Unutilised
tax losses and
unabsorbed
capital Payables and
allowances others Offsetting Total
RM’000 RM’000 RM’000 RM’000
As at 1 January 2023 3,304 (1,071) (1,298) 935
Recognised in profit or loss (16) 3,159 (1,489) 1,654
Asset held for sale (146) (381) - (527)
Foreign exchange differences - 20 - 20
As at 31 December 2023 3,142 1,727 (2,787) 2,082
(c) The temporary differences for which no deferred tax assets have been recognised in the statements of financial
position are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Unutilised tax losses
- expires by 31 December 2028 15,543 16,341 13,537 18,458
- expires by 31 December 2029 424 1,335 --
- expires by 31 December 2030 750 1,246 --
- expires by 31 December 2031 1,124 1,539 --
- expires by 31 December 2032 2,851 2,851 --
- expires by 31 December 2033 4,011 ---
Unabsorbed capital allowances 615 2,152 --
25,318 25,464 13,537 18,458
Deferred tax assets have not been recognised in respect of unutilised tax losses and unabsorbed capital
allowances as they may not be used to offset taxable profits elsewhere in the Group and the Company, they have
arisen in subsidiaries and the Company that have been loss-making for some time, and there are no other tax
planning opportunities or other evidence of recoverability in the near future.
If the Group and the Company were able to recognise all unrecognised deferred tax assets, the retained earnings
would increase by RM6,076,000 (2022: RM6,111,000) and RM3,249,000 (2022: RM4,430,000) respectively. The
amount and availability of these items to be carried forward up to the periods as disclosed above are subject to the
agreement of the respective local tax authorities. Unutilised tax losses of the holding company and subsidiaries
incorporated in Malaysia can be carried forward up to 10 consecutive years of assessment immediately following
the year of assessment under the tax legislation of Inland Revenue Board.
27. POST-EMPLOYMENT BENEFITS
Group
2023 2022
RM’000 RM’000
Net defined benefit liabilities 9,970 9,854
Subsidiaries of the Group in Indonesia provide post-employment benefits for all their eligible employees. The defined
benefit plans, calculated using the projected unit credit method, is determined by independent actuaries, primarily
considering the discount rate, salary incremental rate, mortality rate and average remaining service lives. Judgement
and estimates had been used to determine the valuation of the plans and the latest actuarial valuations of the plans were
carried out in 2023.
(a) Movement in net defined benefit liabilities
The following table shows a reconciliation from the opening balance to closing balance for the net defined
benefit liability:
Group
2023 2022
RM’000 RM’000
Balance as at 1 January 9,854 11,083
Included in profit or loss
Current service cost 917 1,142
Past service cost (1,358) (2,590)
Interest on obligation 615 750
Additional cost for termination benefit 169 1,043
Change in benefit plan -(1,675)
343 (1,330)
Included in other comprehensive income
Actuarial losses/(gain) arising from:
- Financial assumptions 430 214
- Experience adjustment (31) 400
399 614
Others
Benefits paid by the plan (1,268) (44)
Foreign exchange rate effect 642 (469)
(626) (513)
Balance as at 31 December 9,970 9,854
390 391
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2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
27. POST-EMPLOYMENT BENEFITS (continued)
(b) Actuarial assumptions
Principal actuarial assumptions at the end of the reporting period (expressed as weighted averages) are discount
rate of 6.99% (2022: 7.24%) and future salary growth of 7.75% (2022: 7.75%). As at 31 December 2023, the
weighted-average duration of the defined benefit obligation is 17.35 years (2022: 17.70 years).
(c) Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
Group
2023 2022
RM’000 RM’000
Discount rate
- increase by 1% (874) (973)
- decrease by 1% 986 747
Future salary growth
- increase by 1% 1,007 772
- decrease by 1% (910) (1,007)
Although the analysis does not account to the full distribution of cash flows expected under the plan, it does
provide an approximation of the sensitivity of the assumptions shown.
(d) The following amounts have been recognised in the profit or loss during the financial year and included within
cost of sales:
Group
2023 2022
RM’000 RM’000
Changes in benefit plan -(1,675)
In the previous financial year, the Group’s retirement benefits plans were remeasured to account for the plan
amendment arising from a change in the employment regulations in Indonesia, resulting in reversal of past service
cost of RM1,675,000 recognised in the profit or loss.
28. TRADE AND OTHER PAYABLES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Non-current
Amounts due to related parties 2,070 2,019 --
Amount due to a subsidiary --257,000 257,000
Other payable 9,360 ---
Total non-current payables 11,430 2,019 257,000 257,000
Current
Trade payables 140,743 169,629 883 962
Other payables
Amounts due to related companies 23 49 26 49
Amounts due to subsidiaries --8,792 23,331
Sundry payables 38,678 32,585 3,529 5,389
Accrued liabilities 40,406 43,723 2,776 8,723
79,107 76,357 15,123 37,492
219,850 245,986 16,006 38,454
Other current liability
Indirect tax payable 223 223 223 223
220,073 246,209 16,229 38,677
Total non-current payables 11,430 2,019 257,000 257,000
Total current payables 219,850 245,986 16,006 38,454
Total payables 231,280 248,005 273,006 295,454
(a) Total payables are classified as financial liabilities measured at amortised cost.
(b) The normal trade credit terms granted to the Group and the Company ranged from 30 to 90 days (2022: 30 to 90
days). These amounts are non-interest bearing.
(c) Non-current amounts due to related parties and other payable are non-trade in nature, unsecured, interest-
bearing at rates ranged from 4.00% to 5.30% (2022: 4.11% to 5.30%) and payable after twelve (12) months in cash
and cash equivalents. The carrying amounts of the non-current amounts due to related parties and other payable
are reasonable approximation of their fair values due to the insignificant impact of discounting.
(d) Sundry payables are non-interest bearing and normally settled on an average term of 30 to 90 days (2022: 30 to
90 days).
392 393
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
28. TRADE AND OTHER PAYABLES (continued)
(e) The amounts due to related companies and subsidiaries are unsecured, non-interest bearing and payable within
the next twelve (12) months except for an amount due to a subsidiary, which bears a floating profit rate of 5.21%
(2022: 5.13%) per annum and payable in cash and cash equivalents, as follows:
Company
2023 2022
RM’000 RM’000
Non-current 257,000 257,000
The carrying amount of the non-current amount due to a subsidiary is reasonable approximation of its fair value
due to the insignificant impact of discounting.
(f) Currency exposure profile of total payables are as follows:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Ringgit Malaysia 141,832 128,207 273,006 295,454
United States Dollar 37,978 74,449 --
Chinese Renminbi 30,709 31,062 --
Indonesian Rupiah 7,409 8,107 --
Euro 1,664 3,716 --
Vietnamese Dong 10,806 1,891
Others 882 573 --
231,280 248,005 273,006 295,454
(g) The following table demonstrates the sensitivity analysis of the Group to a reasonably possible change in the
foreign currencies strengthened or weakened by 10% and the exchange rates against the respective functional
currencies of the Group, with all other variables held constants:
Group
2023 2022
RM’000 RM’000
Profit after tax
USD/RM
- strengthen by 10% (2,886) (5,658)
- weaken by 10% 2,886 5,658
CNY/RM
- strengthen by 10% (2,334) (2,361)
- weaken by 10% 2,334 2,361
28. TRADE AND OTHER PAYABLES (continued)
(g) The following table demonstrates the sensitivity analysis of the Group to a reasonably possible change in the
foreign currencies strengthened or weakened by 10% and the exchange rates against the respective functional
currencies of the Group, with all other variables held constants (continued):
Group
2023 2022
RM’000 RM’000
Profit after tax (continued)
IDR/RM
- strengthen by 10% (563) (616)
- weaken by 10% 563 616
VND/RM
- strengthen by 10% (821) (144)
- weaken by 10% 821 144
EUR/RM
- strengthen by 10% (126) (282)
- weaken by 10% 126 282
The exposures to the other currencies are not significant, hence the effects of the changes in the exchange rates
are not presented.
(h) The table below summarises the remaining maturities of the total payables as at the end of each of reporting
period:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
On demand or within one (1) year 219,850 245,986 16,006 38,454
One (1) to five (5) years 11,430 2,019 257,000 257,000
231,280 248,005 273,006 295,454
(i) The table below summarises the maturity profile of the total payables of the Group and of the Company at the end
of the reporting period based on contractual undiscounted repayment obligations:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
On demand or within one (1) year 219,942 246,076 29,406 48,945
One (1) to five (5) years 11,665 2,245 176,036 87,616
Over five (5) years --131,171 223,879
231,607 248,321 336,613 360,440
394 395
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
28. TRADE AND OTHER PAYABLES (continued)
(j) Sensitivity analysis of profit rate for floating rate instruments at the end of the reporting period assuming all other
variable remain constant is as follows:
Company
2023 2022
RM’000 RM’000
Effect of 25 (2022: 100) basis point changes to
profit/(loss) after tax
Floating rate instruments (488) (1,953)
The Group and the Company do not account for fixed rate instruments at fair value through profit or loss, and
the carrying amount of fixed rate trade and other payables of the Group and of the Company are measured at
amortised cost. Therefore, no sensitivity analysis was prepared as the change in interest rate at the end of the
reporting period would not affect profit or loss.
29. CONTRACT LIABILITIES
Group
2023 2022
RM’000 RM’000
Current
Unsatisfied performance obligations in respect of:
Advance billings 10,021 16,042
(a) Advance billings represent the timing differences in revenue recognition and the milestone billings. The milestone
billings are structured and/or negotiated with customers to reflect physical completion of the contracts. Contract
liabilities are recognised as revenue when performance obligations are satisfied.
29. CONTRACT LIABILITIES (continued)
(b) Movement of contract liabilities as at the end of each reporting period are as follows:
Group
2023 2022
RM’000 RM’000
As at 1 January 16,042 13,265
Revenue recognised during the year (40,296) (35,977)
Invoiced during the financial year 40,617 38,480
Reclassification to assets held for sale (Note 24) (6,647) -
Foreign exchange movement 305 274
As at 31 December 10,021 16,042
(c) Revenue of RM10,021,000 (2022: RM16,042,000) is expected to be recognised within the next twelve (12) months
in the future in respect of unsatisfied contract liabilities as at the end of the reporting period.
30. SHARE CAPITAL
Group and Company
2023 2022
Number Number
of shares Amount of shares Amount
Issued and fully paid with no par value: ‘000 RM’000 ‘000 RM’000
As at 1 January/31 December 537,385 537,927 537,385 537,927
Owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled to one
(1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard to the residual
assets of the Company.
396 397
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
31. RESERVES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Foreign currency translation reserves 27,643 15,596 --
Capital reserve 2,977 4,273 --
Retained earnings 493,963 505,847 433,901 443,085
524,583 525,716 433,901 443,085
(a) Foreign currency translation reserves
The foreign currency translation reserves represent the exchange differences arising from the translation of the
financial statements of foreign operations of the subsidiaries whose functional currencies are different from that of
the Group’s presentation currency and the exchange differences arising from translation of intangible assets and
goodwill denominated in foreign currencies.
(b) Capital reserve
Capital reserve represents appropriation of net profit of certain foreign subsidiaries in accordance with their local
regulation. During the financial year, an amount of RM1,296,000 has been transferred to retained earnings (2022:
RM1,110,000 transferred from retained earnings).
32. RELATED PARTY DISCLOSURES
(a) Identities of related parties
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the
party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or common significant influence. Related parties
may be individuals or other entities.
Related parties of the Group include:
(i) holding companies of the Company;
(ii) direct and indirect subsidiaries as disclosed in Note 16 to the financial statements;
(iii) associates as disclosed in Note 17 to the financial statements;
32. RELATED PARTY DISCLOSURE (continued)
(a) Identities of related parties (continued)
Related parties of the Group include: (continued)
(iv) direct and indirect subsidiaries and associates of the ultimate holding corporation, Menteri Besar Selangor
(Pemerbadanan); and
(v) key management personnel are defined as those persons having the authority and responsibility for
planning, directing and controlling the activities of the Group and of the Company either directly
or indirectly. The key management personnel include the Executive Directors of the Group and of the
Company.
(b) In addition to the transactions and balances detailed elsewhere in the financial statements, the Group and the
Company had the following transactions with related parties during the financial year:
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Construction revenue
from related companies 302 477 --
Sales of products to subsidiaries of
non-controlling interest 17,020 17,659 --
Sales of products to related companies 75,737 72,257 --
Rental income from the related companies 515 308 515 308
Rental expense charged by a related
company (3) (12) (3) (12)
Waste disposal services provided
by related companies (35) (35) (35) (35)
The related party transactions described above were carried out on agreed contractual terms and conditions and
in the ordinary course of business between the related parties of the Group and of the Company.
398 399
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
32. RELATED PARTY DISCLOSURES (continued)
(c) Compensation of key management personnel
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Continuing operations
Total Directors’ remuneration (Note 9) 6,386 5,681 3,920 3,362
Other key management
personnel:
Salaries, wages and bonus 8,275 8,933 1,956 2,511
Fees and allowances 228 309 - 144
Contributions to defined contribution plan 768 899 355 451
Other employee benefits 694 248 514 27
9,965 10,389 2,825 3,133
16,351 16,070 6,745 6,495
Discontinuing operations
Total Directors’ remuneration (Note 9) 54 49 - -
Other key management
personnel:
Salaries, wages and bonus 4,850 4,304 - -
Contributions to defined contribution plan 162 138 - -
Other employee benefits 558 589 - -
5,570 5,031 - -
5,624 5,080 - -
33. COMMITMENTS
(a) Operating lease commitments - as a lessor
The Group and the Company entered into commercial property leases on their investment properties. These
non-cancellable leases have remaining lease terms in between one (1) to five (5) (2022: one (1) to five (5)) years.
All leases include a clause to enable upward revision of the rental charge on an annual basis based on prevailing
market conditions.
The future minimum rentals receivable under non-cancellable operating leases of the Group and of the Company
at the end of each reporting date are as follows:
Group and Company
2023 2022
RM’000 RM’000
Not later than one year 6,876 6,215
Between one to two years 2,569 5,014
Between two to three years -2,498
9,445 13,727
(b) Capital commitments
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Capital expenditure in respect
of purchase of property,
plant and equipment:
- Approved but not contracted for 4,814 2,659 1,635 975
- Approved and contracted for 1,067 18,943 -1,675
Share of capital commitment
of an associate 7,890 8,870 --
13,771 30,472 1,635 2,650
400 401
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
34. GUARANTEES AND CONTINGENT LIABILITIES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Secured
(i) Provision of corporate guarantee
for an associate:
Working capital and issuance of bank
guarantees 16,586 32,986 16,586 32,986
(ii) Performance guarantees to third parties 7,528 7,803 --
(iii) Provision of corporate guarantee
for subsidiaries:
For financing of the loans and borrowings --149,696 202,654
Unsecured
(i) Performance guarantees to third parties 2,210 2,228 266 318
(ii) Provision of corporate guarantee
for subsidiaries:
For financing of the loans and borrowings --285,710 297,014
(a) The Group and the Company have effected guarantees given to third parties in respect of trade and contracts and
to financial institutions for credit facilities granted to customers and subsidiaries.
Effective 1 January 2023, MFRS 17 established the principles for recognition, measurement, presentation and
disclosure of insurance contracts and supersedes MFRS 4 Insurance Contracts.
The Group and the Company do not have any contracts that meet the definition of an insurance contract
under MFRS 17, except for guaranteed bank facilities provided to an associate, corporate guarantee provided
to subsidiaries and bank guarantees provided to customers, which are financial guarantee contracts that the
Group and the Company had previously explicitly asserted under MFRS 4. The Group and the Company made
an irrevocable choice to apply MFRS 9 Financial Instruments on a contract-by-contract basis to these financial
guarantee contracts as at the date of transition to MFRS 17.
The Directors are of the view that the chances of the third parties and financial institutions to call upon the
guarantees are remote. The resulting loss allowance is not material and hence, it is not provided for.
(b) Certain performance guarantees to third parties are secured by a building and deposit with a licensed bank as
disclosed in Note 13 and Note 23 to the financial statements.
34. GUARANTEES AND CONTINGENT LIABILITIES (continued)
(c) The table below summarises the maturity profile of the financial guarantee contracts of the Group and the Company
at the end of the reporting period based on contractual undiscounted repayment obligations:
On demand
or within Within More than
Group one (1) year 1 to 5 years 5 years Total
Financial liabilities RM’000 RM’000 RM’000 RM’000
Financial Guarantee Contracts
31 December 2023 27,241 1,496 - 28,737
31 December 2022 58,532 1,499 - 60,031
Company
Financial liabilities
Financial Guarantee Contracts
31 December 2023 118,249 287,818 137,171 543,238
31 December 2022 189,283 231,618 223,879 644,780
35. CAPITAL AND FINANCIAL RISK MANAGEMENT
(a) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains an optimal capital structure
in order to support its business and maximise shareholders’ value. The Group manages its capital structure and
makes adjustments to it, in light of changes in economic condition. To maintain or adjust its capital structure, the
Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
No changes were made in the objectives, policies or processes during the current and previous financial years.
402 403
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
35. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)
(a) Capital management (continued)
The Group monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt.
The Group includes within its net debt, trade and other payables, loans and borrowings less cash and bank
balances and short term funds. Capital includes equity attributable to the owners of the parent.
Group
2023 2022
RM’000 RM’000
Trade and other payables 231,503 248,228
Loans and borrowings 466,355 537,800
Cash and bank balances and short term funds (440,572) (546,239)
257,286 239,789
Total capital, equity attributable to the owners of the parent 1,062,510 1,063,643
Capital and net debt 1,319,796 1,303,432
Gearing ratio 19% 18%
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the Group is
required to maintain a consolidated shareholders’ equity of more than twenty-five percent (25%) of the issued and
paid-up capital (excluding treasury shares, if any) and such shareholders’ equity is not less than RM40.0 million.
The Group has complied with this requirement for the financial year ended 31 December 2023 and 2022.
The Group is not subject to any other externally imposed capital requirements.
(b) Financial risk management
The Group and the Company are exposed to financial risks arising from their operations and the use of financial
instruments. The key financial risks include credit risk, liquidity risk, profit/interest rate risk, foreign currency risk
and market price risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are
regularly reviewed by the Board of Audit Committee.
It is, and has been throughout the current and previous financial years, the Group’s policy that no derivatives shall
be undertaken.
35. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)
(b) Financial risk management (continued)
The following sections provide details regarding the exposure of the Group and of the Company to the above
mentioned financial risks and the objectives, policies and processes for the management of these risks.
(i) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The exposure of the Group and of the Company to credit risk arises primarily
from trade and other receivables. For other financial assets (including investment securities and cash and
bank balances), the Group and the Company minimise credit risk by dealing exclusively with high credit
rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. In addition, receivable balances are monitored on an ongoing basis with the result that
the Group’s exposure to bad debts is not significant.
As at the end of the reporting period, the maximum exposure to credit risk and credit risk profiles of the
Group and of the Company have been disclosed in Note 22 to the financial statements.
(ii) Liquidity risk
Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The exposure to liquidity risk of the Group and of the Company arises
primarily from mismatches of the maturities of financial assets and liabilities.
The Group and the Company manage their debt maturity profile, operating cash flows and the availability
of funding so as to ensure that refinancing, repayment and funding needs are met. As part of its overall
liquidity management, the Group and the Company maintain sufficient levels of cash to meet its working
capital requirements. In addition, the Group and the Company strive to maintain available banking facilities
at a reasonable level to its overall debt position.
At the end of the reporting date, approximately 23% (2022: 28%) and 100% (2022: 100%) of the loans and
borrowings of the Group and of the Company as disclosed in Note 25 to the financial statements matures
in less than one (1) year based on the carrying amount reflected in the financial statements.
The analysis of financial instruments by remaining contractual activities has been disclosed in Note 14,
Note 25 and Note 28 to the financial statements respectively.
404 405
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
35. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)
(b) Financial risk management (continued)
(iii) Profit/Interest rate risk
Profit/interest rate risk is the risk that the fair value or future cash flows of the Group’s and of the Company’s
financial instruments fluctuates because of changes in profit/interest rates.
The exposure to profit/interest rate risk of the Group and of the Company arises primarily from their loans
and borrowings. The Group and the Company have both short and long term debts. The tenure of the
debts is matched against its underlying assets. For short term working capital requirements, the cost of
borrowings is principally on floating rate basis.
In addition, the Group has borrowed on a long term basis where the cost of borrowings are matched to the
tenure of the underlying assets.
It is the Group’s policy not to trade in profit/interest rate swap agreements.
The profit/interest rate profile and sensitivity analysis of profit/interest rate risk have been disclosed in Note
14, Note 22, Note 23, Note 25 and Note 28 to the financial statements respectively.
(iv) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.
The Group has transactional currency exposures arising from sales and purchases that are denominated
in currencies other than Ringgit Malaysia (“RM”). The foreign currencies in which these transactions are
denominated are mainly United States Dollar (“USD”), Singapore Dollar (“SGD”), Euro (“EUR”), Chinese
Renminbi (“CNY”) and Indonesian Rupiah (“IDR”).
The Group has adopted its foreign exchange policy to minimise the adverse exchange rate fluctuations.
The sensitivity analysis for foreign currency risk has been disclosed in Note 22, Note 23, Note 25 and Note
28 to the financial statements respectively.
The effects of the changes in the exchange rates to the equity are not presented as they are not significant.
35. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)
(b) Financial risk management (continued)
(v) Market price risk
Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will
fluctuate because of changes in market prices (other than interest or exchange rates).
The Group is exposed to market price risk arising from its placement in money market deposits. The
instruments are classified as financial assets at fair value through profit or loss.
To manage its market price risk, the Group manages its portfolio in accordance with established guidelines
and policies.
The sensitivity analysis for market price risk has been disclosed in Note 23 to the financial statements.
36. SEGMENT INFORMATION
For management purposes, the Group is organised into business units based on their products and services, and has six
(6) key reportable operating segments as follows:
- Manufacturing
- Trading
- Licensing
- Infrastructure
- Investment holding
- Others
Others comprised oil and gas and property investment.
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2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
36. SEGMENT INFORMATION (continued)
(a) Geographical segment
In presenting information on the basis of geographical segment, segment revenue is based on geographical
location of customers. Segment assets are based on the geographical location of the assets. The amounts of non-
current assets do not include financial instrument, investments in associates and deferred tax assets.
(i) Revenue from external customers by geographical location of customers:
Group
2023 2022
RM’000 RM’000
Malaysia 635,912 576,654
United States of America 317,551 499,254
China 49,604 102,246
Indonesia 110,627 82,939
Singapore 34,441 27,767
Others 80,374 71,758
1,228,509 1,360,618
(ii) Non-current assets other than financial instruments, investment in associates and deferred tax assets by
geographical location of the assets:
Group
2023 2022
RM’000 RM’000
Malaysia 629,652 600,211
United States of America 260,593 244,886
Vietnam 48,335 45,183
Indonesia 44,522 44,795
China 21,430 21,863
Others 2,866 3,916
1,007,398 960,854
(b) There is no single customer with revenue equal or more than 10% of the Group revenue.
36. SEGMENT INFORMATION (continued)
(c) Business segment
Adjustment
Investment and Continuing Discontinuing
Manufacturing Trading Infrastructure holding Others elimination operations operations Total
2023 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
External revenue 877,573 160,078 302 - 8,162 - 1,046,115 182,394 1,228,509
Inter-segment (Note A) 185 - - 66,197 - (66,382) - - -
877,758 160,078 302 66,197 8,162 (66,382) 1,046,115 182,394 1,228,509
Results
Profit rate/
Interest income 2,047 425 26 16,246 - (16,169) 2,575
2,013 4,588
Depreciation
and amortisation (40,584) (134) (35) (2,328) (2,119) (7,871) (53,071)
(6,449) (59,520)
Finance costs (7,410) - - (35,469) - 16,169 (26,710) (1,125) (27,835)
Reversal of
impairment losses/
(Impairment
losses) on:
-
property, plant and
equipment 5,391 - - - - - 5,391 - 5,391
-
investment
in an associate - - - - 6,052 - 6,052
- 6,052
-
intangible assets 145 - - - - - 145 - 145
-
trade and other
receivables (274) 87 30 - - 1,027 870 929 1,799
Share of results of
associates - - 1,953 - 1,842 - 3,795
- 3,795
Segment profit/(loss) 37,168 8,327 2,875 27,652 4,167 (64,307) 15,882 25,423 41,305
408 409
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
36. SEGMENT INFORMATION (continued)
(c) Business segment (continued)
Adjustments Disposal group
Investment and Continuing classified as
Manufacturing Trading Infrastructure holding Others elimination Note operations held for sale Total
2023 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Assets
Investments in
associates -- 5,965 - 27,968 -
33,933 - 33,933
Additions to:
- Property,
plant and
equipment 46,849
47 -
172
- -
47,068 2,049
49,117
- Right-of-use
assets 10,889
- -
-
-
-
10,889 8,476
19,365
- Investment
properties -
- -
492
-
-
492 -
492
- Intangible
assets 190
- -
-
-
-
190 434
624
Segment
assets 836,914
102,445 7,758
2,657,485
-
(1,885,147) B
1,719,455 394,591 2,114,046
Liabilities
Segment
liabilities 145,889
49,763 1,894 299,597
-
304,493 C
801,636 99,920
901,556
36. SEGMENT INFORMATION (continued)
(c) Business segment (continued)
Adjustment
Investment and Continuing Discontinuing
Manufacturing Trading Infrastructure holding Others elimination operations operations Total
2022 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
External revenue 989,034 158,335 5,204 - 8,957 - 1,161,530 199,088 1,360,618
Inter-segment (Note A) - - - 112,842 - (112,842) - - -
989,034 158,335 5,204 112,842 8,957 (112,842) 1,161,530 199,088 1,360,618
Results
Profit rate/
Interest income 1,319 235 941 16,909 - (14,944) 4,460
410 4,870
Depreciation
and amortisation (39,490) (121) (102) (3,000) - (5,859) (48,572)
(5,715) (54,287)
Finance costs (5,482) - (177) (31,206) - 14,899 (21,966) (698) (22,664)
(Impairment losses)/
Reversal of
impairment
losses on:
-
property, plant and
equipment, right-
of-use assets and
investment
properties
(11,694) - - (3,142) - - (14,836) -(14,836)
-
intangible assets
(862) - - - - - (862) - (862)
-
goodwill
(663) - - - - - (663) - (663)
-
trade and other
receivables
(52) (75) 4,436 - - - 4,309 (92) 4,217
-
investments in
associates
- - (1,539) - (67,285) - (68,824) - (68,824)
Share of results of
associates
- - 122,505 - 1,716 - 124,221 - 124,221
Segment profit/(loss)
62,359 7,802 123,456 (1,165) 6,657 (111,067) 88,042 30,322 118,364
410 411
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
36. SEGMENT INFORMATION (continued)
(c) Business segment (continued)
Adjustments
Investment and
Manufacturing Trading Licensing Infrastructure holding Others elimination Note Total
2022 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Assets
Investments in associates - - - 13,511 - 22,076 - 35,587
Additions to:
- Property, plant and equipment 46,480 114 1,308 - 579 - - 48,481
- Right-of-use assets 13,769 - - - - - - 13,769
- Investment properties - - - - 1,348 - - 1,348
- Intangible assets 53 - 570 - - - - 623
Segment assets 1,015,981 101,036 201,485 23,826 2,675,861 - (1,854,654) B2,163,535
Liabilities
Segment liabilities 221,963 51,108 13,464 13,158 463,179 - 199,385 C 962,257
36. SEGMENT INFORMATION (continued)
Other operations of the Group mainly comprise management services, which are not of a sufficient size to be reported
separately.
Except as indicated above, no operating segments has been aggregated to form the above reportable operating
segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on operating profit or
loss, which in certain respects as explained in the table below, is measured differently from operating profit or loss in
the consolidated financial statements. Group’s financing (including finance costs) and income taxes are managed on a
group basis and are not allocated to operating segments.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third
parties.
A. Inter-segment revenues are eliminated on consolidation.
B. The following items are added to/(deducted from) segment assets to arrive at total assets reported in the
consolidated statement of financial position:
Group
2023 2022
RM’000 RM’000
Investments in associates 33,933 35,587
Deferred tax assets 2,082 935
Current tax assets 7,472 9,859
Inter-segment assets (1,928,634) (1,901,035)
(1,885,147) (1,854,654)
C. The following items are added to/(deducted from) segment liabilities to arrive at total liabilities reported in the
consolidated statement of financial position:
Group
2023 2022
RM’000 RM’000
Deferred tax liabilities 114,455 109,151
Current tax liabilities 5,152 10,634
Loans and borrowings 467,739 537,800
Inter-segment liabilities (282,853) (458,200)
304,493 199,385
412 413
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
37. MATERIAL LITIGATION
(a) Writ of Summons and Statement of Claim from 39 former employees of Quality Hotel City Centre (“QHCC”)
being the hotel owned by Perangsang Hotel and Properties Sdn Bhd (“PHP”) against PHP, Kumpulan
Perangsang Selangor Berhad (“KPS Berhad”) and Leo Hospitality Sdn Bhd (In liquidation) (“Leo”)
On 25 May 2022, KPS Berhad together with PHP had received a letter dated 24 May 2022 from the solicitors
representing 39 former employees of QHCC ("Plaintiffs") accompanied by a Writ of Summons and Statement of
Claim both dated 13 May 2022 (“Claim”) issued by the Kuala Lumpur High Court (“High Court”) demanding inter-
alia the following Claim:
(i) Loss of retrenchment benefits totalling RM2,777,952.21 (“Amount”);
(ii) Interest at the rate of 5% per annum on the Amount from 19 March 2018 or from such other date as
determined by the High Court; and
(iii) Other relief as the High Court deems fit.
Pursuant to a change of business direction whereby it was decided by the Board of KPS Berhad and PHP that,
PHP exited the hospitality sector and accordingly, ceased operations of QHCC in 2017. All employees of QHCC
including the Plaintiffs were offered employment and/or absorbed by Leo, the company that took over the hotel
operations of QHCC, since 2017 on similar terms and conditions.
On 15 May 2019, Leo had been wound up vide High Court Winding-Up Suit No. WA28NCC-207-03/2019. KPS
Berhad and PHP filed the Memorandum of Appearance in the High Court on 8 June 2022. Subsequently, on 20
June 2022, the High Court directed PHP and KPS to file their respective Statement of Defence by 4 July 2022 and
for the Plaintiffs to file their reply by 18 July 2022.
On 8 June 2022, KPS Berhad had filed its Memorandum of Appearance in the High Court through its solicitors
namely, Messrs Justin Wee.
On 4 July 2022, PHP and KPS filed their Statement of Defence and the High Court fixed a case management to
be heard on 20 July 2022. On 29 July 2022, KPS Berhad and PHP received the Plaintiffs’ reply and the High Court
fixed the next case management to be heard on 18 August 2022.
On 4 August 2022, considering the facts of the Claim, and upon obtaining legal advice from our appointed
solicitor, KPS Berhad and PHP filed a striking-out application together with affidavit in support against the Plaintiffs'
action (“Striking Out Application”). KPS Berhad and PHP received the Plaintiffs’ Affidavit in reply on 26 August
2022 and the High Court fixed the matter for case management on 19 September 2022.
On 19 September 2022, the High Court directed for all parties to file their respective written submission for the
Striking Out Application by 19 October 2022, reply to the said written submission by 9 November 2022, and fixed
the hearing for the Striking Out Application to be heard on 14 December 2022 which was postponed to 2 March
2023. The Striking Out Application was heard on 2 March 2023 and the decision by the High Court was delivered
on 11 April 2023.
On 11 April 2023, the Court has allowed the Plaintiffs to submit further submission by 25 April 2023 and KPS
Berhad and PHP might put in their submission in reply by 3 May 2023. The Court further fixed the hearing and
decision of the Striking Out Application on 16 May 2023.
On 16 May 2023, the Court dismissed KPS Berhad and PHP’s Striking Out Application with global cost of
RM7,000.00 and granted judgement in default against LEO. The court further fixed the trial dates from 17 to 20
June 2024.
At the final case management held on 9 October 2023, the Court rescheduled the trial dates from 17- 20 June
2024 to 24 - 27 February 2025 to enable all parties to strictly comply with all directions given by the Court.
37. MATERIAL LITIGATION (continued)
(a) Writ of Summons and Statement of Claim from 39 former employees of Quality Hotel City Centre (“QHCC”)
being the hotel owned by Perangsang Hotel and Properties Sdn Bhd (“PHP”) against PHP, Kumpulan
Perangsang Selangor Berhad (“KPS Berhad”) and Leo Hospitality Sdn Bhd (In liquidation) (“Leo”)
(continued)
The Company has not recognised any potential liability in respect of the claims in the financial statements of
the Company up to the reporting date pending further developments at the Court of Appeal, as the Company
believes that there are strong grounds to argue the case.
(b) Writ of Summons and Statement of Claim from (1) Tan Kok Heong, (2) Tan Kok Cheng and (3) Tan Kok Gea
(“Plaintiffs”) against (1) Menteri Besar Selangor, (2) Kerajaan Negeri Selangor, (3) Kumpulan Perangsang
Selangor Berhad (“KPS Berhad”) and (4) Pentadbir Tanah Daerah Kuala Langat (“Defendants”)
On 14 November 2023, KPS Berhad received a letter from the solicitors representing the Plaintiffs accompanied
by a sealed Amended Writ dated 10 November 2023 and Statement of Claim (“Claim”) dated 6 November 2023
issued by the Shah Alam High Court (“High Court”) (collectively “First Suit”) demanding inter-alia, the following
Claim:
(i) Declaration that the Plaintiffs are the previous landowners of Hakmilik C.T.21341, Lot 3322, Mukim Tanjong
Dua Belas, Daerah Kuala Langat, Selangor measuring land areas of approximately 4.331 acres (“Land 21341”)
and Hakmilik C.T. 21331, Lot 3312, Mukim Tanjong Dua Belas, Daerah Kuala Langat, Selangor measuring
land areas of approximately 4.875 acres (“Land 21331”) (Land 21331 and Land 21341 collectively referred
to as “Lands”) which were part of the mining scheme under KPS Berhad at Brooklyn and Sungai Kelambu,
Banting, Selangor;
(ii) Declaration that the Land Replacement Agreement (Perjanjian Penggantian Tanah) issued by 1st and 2nd
Defendants to the Plaintiffs are valid;
(iii) Declaration that the Defendants have breached the trust and repudiated the Land Replacement Agreement
as the Defendants failed to give the replacement lands to the Plaintiffs;
(iv) Damages compensation for the 2 lands to the Plaintiffs based on market rate as at the date of judgement;
or in the alternative, based on the previous land assessments made by the Inland Revenue Board;
(v) General damages;
(vi) Interest in the rate 5% per annum on the damages compensation under paragraph (iv) above from
10 November 2023 until the final settlement date;
(vii) Cost and other related cost; and
(viii) Other relief(s) as the High Court deems fit.
The 1st and 2nd Plaintiffs are alleging that the Lands were previously owned by their deceased parents, namely Ang
Kua and Tan Hooy. The 3rd Plaintiff is alleging that he is the appointed administrator of the deceased parents.
The Plaintiffs decided to amend its First Suit to include new parties, and as such has withdrawn the First Suit as per
the Notice of Discontinuance dated 13 December 2023.
414 415
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
37. MATERIAL LITIGATION (continued)
(b) Writ of Summons and Statement of Claim from (1) Tan Kok Heong, (2) Tan Kok Cheng and (3) Tan Kok Gea
(“Plaintiffs”) against (1) Menteri Besar Selangor, (2) Kerajaan Negeri Selangor, (3) Kumpulan Perangsang
Selangor Berhad (“KPS Berhad”) and (4) Pentadbir Tanah Daerah Kuala Langat (“Defendants”) (continued)
On 4 January 2024, KPS Berhad received a letter dated 4 January 2024 from the solicitors representing the
Plaintiffs accompanied by a sealed Writ dated 22 December 2023 and Claim dated 22 December 2023 issued by
the High Court (collectively “Second Suit”).
This Second Suit arose from the First Suit and save for the fact that this Second Suit includes Menteri Besar
Selangor and Kerajaan Negeri Selangor, the Plaintiffs are demanding similar claims against the Defendants as
claimed in the First Suit. Other than KPS Berhad, the Defendants of this Second Suit also includes Menteri Besar
Selangor, Kerajaan Negeri Selangor, and Pentadbir Tanah Daerah Kuala Langat.
At the case management held on 23 January 2024 the Court gave the following directions:-
(i) The Defendants’ were to file their respective Defence on or before 22 February 2024;
(ii) The Plaintiffs’ were to file their Reply to Defence on or before 19 March 2024; and
(iii) The next case management was scheduled on 20 March 2024 for the Court to give pre-trial case
management directions.
On 22 February 2024, KPS Berhad filed its Statement of Defence to the Court.
KPS Berhad received the Plaintiffs’ Reply to Defence dated 19 March 2024 on 20 March 2024..
Meanwhile, pursuant to the case management on 20 March 2024 and only concluded on 21 March 2024, the
Court has scheduled the next case management on 25 April 2024 for the respective parties to inform the Court of
their intention in mediating the Suit, if any.
The Company has not recognised any potential liability in respect of the claims in the financial statements of the
Company up to the reporting date pending further developments, as the Company believes that there are strong
grounds to argue the case.
38. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF THE REPORTING
PERIOD
During the financial year
(a) Acquisition of 100% equity interest in MDS Advance Sdn. Bhd. (“MDS Advance”)
On 1 December 2022, the Group’s wholly-owned subsidiary, Perangsang Dinamik Sdn Bhd (“Purchaser”), had
entered into conditional Share Sale Agreement (“SSA”) with Gan Lian Ban (“GLB”) and Chuah Mooi Kheng (“CMK”)
(GLB and CMK are collectively referred to as “Vendors”) for the acquisition of 100% equity interest in MDS Advance
for a cash consideration of RM85,000,000 (“Acquisition”).
The Acquisition entails the acquisition of the Sale Shares from the Vendors by the Purchaser for a total cash
consideration of RM85,000,000 in the proportion as set out below:
(i) 51% equity interest in MDS Advance from GLB for a cash consideration of RM43,350,000; and
(ii) 49% equity interest in MDS Advance from CMK for a cash consideration of RM41,650,000.
On 13 January 2023, conditions precedent have been fulfilled and on the event date, the SSA has become
unconditional and the acquisition was completed, which in turn MDS Advance became an indirect subsidiary of
the Group.
(b) Completion of voluntary winding-up of Toyoplas Manufacturing (Nanning) Co. Ltd. (“TMN”)
TMN, an indirect wholly-owned subsidiary of Toyoplas Manufacturing (Malaysia) Sdn Bhd (“Toyoplas”), which in
turn is an indirect wholly-owned subsidiary of the Company, had on 30 August 2022 commenced its voluntary
winding-up.
On 17 July 2023, the voluntary winding-up process of TMN had been completed and TMN had been duly wound-
up, pursuant to a notification received from People’s Republic of China (“PRC”)’s State Administration for Industry
and Commerce on the same date.
(c) Voluntary winding-up of Toyoplas Manufacturing (Shanghai Songjiang) Co. Ltd. (“TMS”)
On 29 December 2023, TMS, an indirect wholly-owned subsidiary of Toyoplas, which in turn is an indirect wholly-
owned subsidiary of the Company, commenced its voluntary winding-up.
TMS was incorporated in 2002 in PRC with an authorised and paid-up capital of USD5,500,000. TMS was principally
involved in the production and sale of precision plastic moulds and precision plastic accessories for electrical
appliances. TMS is not a major subsidiary of the Group, considering its level of contribution to the profit before
tax and total assets employed of the Group and its subsidiaries.
Considering the larger trade diversion and supply chain diversification strategies within the industry, Toyoplas
and its subsidiaries (“Toyoplas Group”) intend to consolidate its operations in PRC while expanding its operations
outside of PRC together with its key customers which have been growing their presence in Vietnam where Toyoplas
Group had recently opened a new factory. The existing plastic injection business and production capacity of
TMS shall be transferred to Toyoplas Group’s factories in Vietnam and Malaysia while mould fabrication which is
an upstream activity shall be consolidated to Toyoplas Group’s remaining factory in PRC located in Dongguan.
The voluntary winding-up of TMS is a key component of Toyoplas Group’s effort to streamline its resources and
operations, which involves the re-alignment of operational capacities closer to customers and in a more cost-
efficient environment.
416 417
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
38. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF THE REPORTING
PERIOD (continued)
(c) Voluntary winding-up of Toyoplas Manufacturing (Shanghai Songjiang) Co. Ltd. (“TMS”) (continued)
There are no expected losses on the voluntary winding-up, and the Group is not expected to incur any financial
impact therefrom. The completion of the voluntary winding-up proceedings is subject to clearance of the relevant
authorities in the PRC.
None of the Directors or major shareholders of the Group and/or persons connected with them have any interests,
direct or indirect in the voluntary winding-up of TMS.
The transaction has not been completed as at the date of this report.
(d) Divestment by Bold Approach Sdn Bhd ("Bold Approach"), a wholly-owned subsidiary of the
Company, of its 50% equity interest in Kaiserkorp Corporation Sdn Bhd (“Kaiserkorp”) to
AI Dream (HK) Limited (“AI Dream” or “Purchaser”) for a cash consideration (“Divestment”)
The Company, Bold Approach and Yeoh Jin Hoe (“YJH”) had on 9 January 2024, entered into a conditional share
sale agreement (“SSA”) with AI Dream for the following:
(i) the divestment by Bold Approach of 44,618,685 ordinary shares in Kaiserkorp, representing its 50%
equity interest in Kaiserkorp to AI Dream for a cash consideration of USD57,463,605 (equivalent to
RM271,458,070); and
(ii) the divestment by YJH, who is a director and shareholder of Kaiserkorp, of 26,771,211 ordinary shares in
Kaiserkorp, representing his 30% equity interest in Kaiserkorp to AI Dream for a cash consideration.
Completion shall take place on the 10th business day following the satisfaction or waiver (to the extent permitted
under the SSA) of the Conditions Precedent or such other day mutually agreed in writing between the Vendors
and the Purchaser. The Divestment has obtained approval from the Company’s shareholders at an extraordinary
general meeting held on 6 March 2024.
The transaction has been completed on 20 March 2024. Kaiserkorp has therefore ceased to be a subsidiary of
Bold Approach and Bold Approach now holds 10% equity interest in Kaiserkorp as other investment.
Consequently, the results of Kaiserkorp have been reclassified to discontinued operations in the Group’s financial
statements for the financial year ended 31 December 2023.
38. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF THE REPORTING
PERIOD (continued)
Subsequent to the end of the reporting period
(e) Proposed disposal of Plaza Perangsang by the Company to Perbadanan Kemajuan Negeri Selangor
(“Proposed Disposal”)
On 29 February 2024, the Company entered into a conditional sale and purchase agreement ("the Agreement”)
with Perbadanan Kemajuan Negeri Selangor (“PKNS” or the “Purchaser”) to dispose a 26-storey tower block with
4-storey podium block and 3-storey basement car park known as “Plaza Perangsang” erected on part of the land
held under H.S.(D) 92260, Lot PT 6, Bandar Shah Alam, Daerah Petaling, Selangor Darul Ehsan and bearing postal
address at Plaza Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan (the “Property”) for
a total cash consideration of RM46,000,000.
Pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad,
the Proposed Disposal is deemed to be a related party transaction as PKNS is a substantial shareholder of the
Company and a person connected to Darul Ehsan Investment Group Berhad, an immediate holding company
and a major shareholder of the Company, which in turn is a wholly-owned subsidiary of Menteri Besar Selangor
(Pemerbadanan).
The parties shall assist each other to ensure that the Conditions Precedent are fulfilled within six (6) months from
the date of the Agreement or such other extended period as may be mutually agreed.
The transaction has not been completed as at the date of this report. Plaza Perangsang had been reclassified to
non-current assets held for sale in the Company’s and Group’s financial statements for the financial year ended
31 December 2023.
418 419
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
chapter 11:
stakeholders information
analysis of shareholdings
as of 1 April 2024
a. Issued Shares of the Company : 537,385,383 Ordinary Shares
Voting Right : One (1) Vote per Ordinary Share
b. analysis by size of shareholdings
Size of Shareholdings No. of
Shareholders
% of
Shareholders
No. of
Shares Held % of Shares Held
Less than 100 895 10.64 35,153 0.01
100 to 1,000 2,013 23.92 1,153,123 0.21
1,001 to 10,000 3,340 39.70 15,579,028 2.90
10,001 to 100,000 1,907 22.67 55,862,337 10.39
100,001 to less than 5% 257 3.05 124,057,250 23.09
5% and above 2 0.02 340,698,492 63.40
TOTAL 8,414 100.00 537,385,383 100.00
c. list of substantial shareholders (5% and above)
No. Names Shareholdings %
1.
DARUL EHSAN INVESTMENT GROUP BERHAD
Shares held in CDS account as follows:
a. Own account – 1,461,916
b. ABB Nominee (Tempatan) Sdn Bhd – 309, 561,538
311,023,454 57.88
2.
PERBADANAN KEMAJUAN NEGERI SELANGOR
Shares held in CDS account as follows:
a. RHB Nominees (Tempatan) Sdn Bhd - 29,675,038
29,675,038 5.52
d. list of thirty (30) largest shareholders
No. Names Shareholdings %
1. ABB NOMINEE (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR DARUL EHSAN INVESTMENT GROUP BERHAD 309,561,538 57.605
2.
RHB NOMINEES (TEMPATAN) SDN BHD
RHB ISLAMIC INTERNATIONAL ASSET MANAGEMENT BERHAD FOR PERBADANAN
KEMAJUAN NEGERI SELANGOR (A)
29,675,038 5.522
3. CGS INTERNATIONAL NOMINEES MALAYSIA (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NG CHIEW ENG @ NG CHIEW MING (MY3087) 14,000,000 2.605
4. HLIB NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NG CHIEW ENG @ NG CHIEW MING 12,000,000 2.233
5. TABUNG WARISAN NEGERI SELANGOR 8,709,615 1.621
6. FOO WEN POK 4,094,800 0.762
7. KENANGA NOMINEES (ASING) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR RA WHA HYUN (009) 2,650,000 0.493
420 2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
about this report chapter 3
investor relations
chapter 4
management discussion
and analysis
chapter 5
our material matters
notes to the financial statements
for the financial year ended 31 december 2023 (continued)
421
2023 Integrated Annual Report
KPS Berhad
chapter 7
sustainability statement
chapter 6
managing risks
chapter 8
leadership
chapter 9
governance
chapter 10
financial statements
chapter 11
stakeholders information
In compliance with Part A of Appendix 9C of the MMLR, the following additional information in respect of the financial year
ended 31 December 2023 are provided:
1. material contract and material loans
Other than as disclosed in Note 38 of the Financial Statements, there were no material contracts entered into by the
Company and its subsidiaries involving the interests of the Directors, Managing Directors/Group Chief Executive Officer,
chief executives and major shareholders of the Company.
2. utilisation of proceeds raised from corporate proposals
1. The status of utilisation of proceeds from disposal of all the securities of Sistem Penyuraian Trafik Kl Barat Sdn Bhd
(“SPRINT”) held by Sistem Penyuraian Trafik KL Barat Holdings Sdn Bhd (“SPRINT Holdings”) to Amanat Lebuhraya
Rakyat Berhad (“Disposal”) which was completed on 13 October 2022.
KPS Berhad received its 20% of the proceeds from the Disposal amounting to RM172.6 million from SPRINT
Holdings in the form of dividend of RM43.8 million and redemption of non-cumulative redeemable preference
shares of RM128.8 million.
additional compliance
information disclosures
No. Purpose Proposed
Utilisation
(RM’000)
Amount utilised
as at 1/4/2024
(RM’000)
Utilisation
Timeframe
1 Special dividend 24,182 24,182 December 2022
2. Acquisition of a new subsidiary,
MDS Advance Sdn Bhd
- Upon completion
- After first year Profit Guarantee
- After second year Profit Guarantee
68,000
8,000
9,000
68,000
8,000
-
January 2023
March 2024
Quarter 3 2025
3. Principal repayment for existing term loan 18,000 18,000 August 2023
4 Working capital 45,418 45,418 December 2023
Total 172,600 163,600
No. Names Shareholdings %
8. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGES SECURITIES ACCOUNT FOR YAP KAH CHIN (6000104) 2,070,000 0.385
9.
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGES SECURITIES ACCOUNT FOR NOOR AZMAN @ NOOR HIZAM B MOHD NURDIN
(8037673)
1,960,615 0.365
10. KENANGA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR TING YI EN 1,952,800 0.363
11. LIM CHEE MENG 1,836,215 0.342
12. HELLY LYKE TABALUJAN 1,600,000 0.298
13. CHIN KAN SIN 1,573,700 0.293
14. DARUL EHSAN INVESTMENT GROUP BERHAD 1,461,916 0.272
15. LEE BEE LIAN 1,240,900 0.231
16. NGU KEE LENG 1,210,153 0.225
17. RHB NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LEE BOON KEAT 1,196,023 0.223
18. OLIVE LIM SWEE LIAN 1,100,00 0.205
19. MAL MONTE SDN BHD 1,087,692 0.202
20. JUMA’AH BINTI MOKTAR 1,073,615 0.200
21/ PUBLIC NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR CHAI CHIN FOO (E-TMI) 1,020,000 0.190
22. CARTABAN NOMINEES (TEMPATAN) SDN BHD RHB TRUSTEES BERHAD FOR SP TACTICAL
INVESTMENT FUND 1,008,700 0.188
23. RHB NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR CHIN KAN SIN 1,001,769 0.186
24. TAN AI LENG 1,000,269 0.186
25. TAN CHEE WEE 1,000,000 0.186
26. CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB FOR LIM CHEE MENG (PB) 948,876 0.177
27. CGS INTERNATIONAL NOMINEES MALAYSIA (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR NG CHAI HOCK (MY0972) 905,000 0.168
28. CHENG CHANG CHAI 898,900 0.167
29. SAI YEE @ SIA SAY YEE 870,000 0.162
30. TAN YAU LAM 814,700 0.152
e. list of directors and chief executive officer’s shareholdings
No. Names Shareholdings %
1. DATO’ SETIA HARIS BIN KASIM 0 0.00
2. TS. SAIPOLYAZAN BIN MAT YUSOP 0 0.00
3. DATO’ IKMAL HIJAZ BIN HASHIM 0 0.00
4. NORLIZA BINTI KAMARUDDIN 0 0.00
5. DATO’ NOORAZMAN BIN ABD AZIZ 0 0.00
6. SHARMILA SEKARAJASEKARAN 0 0.00
7. DATUK SYED IZUAN BIN SYED KAMARULBAHRIN 0 0.00
8. AHMAD FARIZ BIN HASSAN 0 0.00
analysis of shareholdings
as of 1 April 2024
422 423
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
additional compliance information disclosures
4. recurrent related party transactions (“RRPT”) of a revenue or trading nature
Pursuant to Paragraph 10.09(2) (b) and Paragraph 3.1.5 of Practice Note 12 of the MMLR, details of the RRPT of a revenue
or trading nature entered into during the financial year ended 31 December 2023 (“FY2023”) by KPS Berhad Group
pursuant to the shareholders’ mandate obtained from the shareholders of KPS Berhad at the 46th AGM of the Company
held on 30 May 2023 are as follows:
No. Company
within
KPS
Berhad
Group
Transacting
Related
Parties
Nature of
Transactions
Actual Value
Transacted
during
FY2023^
(RM’000)
Interested Related Parties
Name Nature of Relationship
(a) Aqua-Flo
Sdn Bhd
("Aqua-
Flo")
Pengurusan
Air Selangor
Sdn Bhd
("Air
Selangor")
and/or
any of its
subsidiary,
associated
or affiliated
companies
(“Air
Selangor
Group”)
Supply and
delivery of
chemical
products,
water meters,
goods and
services,
laboratory &
monitoring
equipment
and
disinfection
system in
Selangor
and Federal
Territories
of Kuala
Lumpur and
Putrajaya by
Aqua-Flo to
Air Selangor
Group+
51,808 Interested
Major
Shareholders
• MBI
• DEIG
Interested
Persons
Connected
• ASHB
• Air
Selangor
• PKNS
• Tabung
Warisan
Negeri
Selangor
(“TWNS”)
Darul Ehsan Investment Group
("DEIG") is a major shareholder
of KPS Berhad with a direct
shareholding of 57.88%. Menteri
Besar Selangor
(Incorporated) ("MBI") is a holding
company of DEIG.
Air Selangor Holdings Berhad
("AHSB") is a wholly-owned
subsidiary of MBI.
Air Selangor is a wholly-owned
subsidiary of ASHB.
Perbadanan Kemajuan Negeri
Selangor ("PKNS") is a substantial
shareholder of KPS Berhad with
direct shareholding of 5.52%, a
person connected to DEIG.
TWNS is a shareholder of KPS
Berhad with direct shareholding
of 1.56%, a person connected to
DEIG.
additional compliance information disclosures
Company (RM) Group (RM)
Audit Fees 134,000 1,173,000
Non-Audit Fees
- Review of statement on risk management and internal control
- Agreed upon procedure for SUKUK
- Reporting Accountant in connection with the Divestment of 50%
equity interest in Kaiserkorp Corporation Sdn Bhd and its subsidiaries
- Special engagement on the financial statements of Kaiserkorp
Corporation Sdn Bhd and its subsidiaries, presented in United States
Dollar
5,000
-
-
-
5,000
5,000
65,000
20,000
Total 139,000 1,268,000
3. audit fees and non-audit fees
The amount of audit and non-audit fees paid or payable to external auditors by the Company and the Group for the
financial year ended 31 December 2023 are as follows:
No. Purpose Proposed
Utilisation
(RM’000)
Amount utilised
as at 1/4/2024
(RM’000)
Utilisation
Timeframe
1 Repayment of borrowings 184,000 - Within 12 months
2 Working capital 62,378 - Within 36 months
3 Special dividend 24,200 - Within 12 months
4 Defray estimated expenses for the
Divestment
880 715 Within 12 months
Total 271,458 715
2. utilisation of proceeds raised from corporate proposals (continued)
2. The status of utilisation of proceeds from divestment by Bold Approach Sdn Bhd ("Bold Approach"), a wholly-owned
subsidiary of KPS Berhad, of its 50.00% equity interest in Kaiserkorp Corporation Sdn Bhd ("Kaiserkorp") to AI Dream
(HK) Limited ("AI Dream") for a cash consideration which was completed on 20 March 2024 ("Divestment").
424 425
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
5. list of group’s properties
The Group’s list and particulars of the properties in which the net book value is 5% or more of the consolidated
total assets of the Group as at the end of the financial year is set out in pages 428 to 434 of this 2023IAR.
6. directors’ training
Trainings attended by the Directors during FY2023 is set out in pages 230 to 232 of this 2023IAR.
additional compliance information disclosuresadditional compliance information disclosures
No. Company
within KPS
Berhad
Group
Transacting
Related
Parties
Nature of
Transactions
Actual Value
Transacted
during
FY2023^
(RM’000)
Interested Related Parties
Name Nature of Relationship
(b) Smartpipe
Technology
Sdn Bhd
("SPT")*
Air Selangor Laying of
new pipes
to replace
existing pipes
in Selangor
and Federal
Territories of
Kuala Lumpur
and Putrajaya
by SPT to Air
Selangor
302 Interested
Directors
• Dato’
Setia
Haris bin
Kasim
• Norita
binti
Mohd
Sidek
(Resigned
on 22
March
2024)
Dato’ Setia Haris bin Kasim sits
on the board of MBI, DEIG, PKNS,
Air Selangor and ASHB. He is the
Chairman and a Non-Independent
Non-Executive Director of KPS
Berhad.
Norita binti Mohd Sidek sits on
the board of MBI. She is also the
Former Chief Executive Officer of
MBI and a Non-Independent Non-
Executive Director of KPS Berhad.
(c) Aqua-Flo @ Sungai
Harmoni
Sdn Bhd
("Sg.
Harmoni")
Sales of
chemical
products,
laboratory &
monitoring
equipment
and
disinfection
system by
Aqua-Flo to
Taliworks
Corporation
Berhad
(“Taliworks”)
11,578&Interested
Major
Shareholder
Taliworks Taliworks is a Major Shareholder of
Aqua-Flo with direct shareholding
of 24%. Sg. Harmoni is a wholly-
owned subsidiary of Taliworks.
Notes:
+ Pursuant to Framework Agreement (“FA”) dated 21 October 2021 entered into between Aqua-Flo and Air Selangor for a period of
fourteen (14) months commencing from 1 November 2021 to 31 December 2022 for the supply and delivery of chemicals, goods
and services as described in Section 2.3(a) above. Subsequently, on 19 August 2022, the FA was extended subject to the same terms,
conditions and covenants contained in the FA for another twelve (12) months commencing from 1 January 2023 to 31 December 2023.
Pursuant to FA dated 4 April 2022 entered into between Aqua-Flo and Air Selangor for a period of twelve (12) months commencing
from 1 January 2022 to 31 December 2022 for the supply and delivery of water meters for new development, meter migration and
replacement programme as described in Section 2.3 (a) above. Subsequently, on 21 February 2023, Aqua-Flo entered into a new
agreement for a period of twenty-four (24) months commencing from 1 January 2023 to 31 December 2024.
@ Aqua-Flo is a 51%-owned subsidiary of KPS Berhad. The balance of 25% and 24% equity interests in Aqua-Flo is owned by Prismachem
Sdn Bhd (“Prismachem”) and Taliworks respectively. Neither Prismachem and Taliworks nor their directors and shareholders hold any
shares in KPS Berhad.
^ The Actual Value transacted of the above transactions from the date on which the existing mandate was obtained (i.e. from the date of
last AGM held on 7 June 2022) up to the LPD in respect of the Proposed Shareholders’ Mandate did not exceed the Estimated Value by
10% or more.
* SPT is an indirect 64%-owned subsidiary of KPS. The balance 36% of the equity interest in SPT is owned by Smartpipe Holdings Sdn Bhd,
an unrelated entity to KPS Berhad Group.
& Actual value is based on sales of chemicals and other contracts with Sg. Harmoni.
426 427
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
list of group properties
2023IAR is scoped to material disclosures of the Group’s operations, which includes all subsidiary companies in which KPS
Berhad has management control. Excluded are operations of associate companies.
Further exclusions have been made for data or information which cannot be verified for authenticity, or is incomplete or
immaterial to the Group’s business model and operations.
list of group properties
1. KUMPULAN PERANGSANG SELANGOR BERHAD
3. CENTURY BOND BHD
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
PT 3292 & 3293
Mukim Sentul,
District of Seremban,
Negeri Sembilan
Polyplus
Packages
Sdn Bhd
Polyplus
Packages
Sdn Bhd
103,764
sq. ft
Freehold A single
storey factory
with an
annexed
three storey
office
building
26 02 January
1985
4,546
PTD 65029, Mukim
of Senai-Kulai,
District of Johor
Bahru
Prestige
Packages
Sdn Bhd
Prestige
Packages
Sdn Bhd
90,604
sq. ft
Leasehold
60/2060
A single
storey
detached
factory, a
double storey
detached
factory,
guard
house and
bin centre
24 05 July 2003 3,075
PTD 8856, Mukim of
Senai-Kulai, District
of Johor Bahru
Prestige
Packages
Sdn Bhd
Prestige
Packages
Sdn Bhd
116,740
sq. ft
Leasehold
60/2055
A single
storey
detached
factory
29 14 March
2003
1,764
PTD 8848
Mukim of Senai-
Kulai, District of
Johor Bahru
Prestige
Packages
Sdn Bhd
Prestige
Packages
Sdn Bhd
108,900
sq. ft
Leasehold
60/2054
A single
storey
detached
factory and
a guard
house
30 03 November
2010
3,932
PTD 8849 Mukim of
Senai-Kulai, District
of Johor Bahru
Eversynergy
Sdn Bhd
Eversynergy
Sdn Bhd
98,446
sq. ft
Leasehold
60/2055
A single
storey
detached
factory
29 1997 2,830
PLO 178, Mukim
Senai-Kulai,
Senai Industrial
Estate III,
Johor Bahru
Prestige
Packages
Sdn Bhd
Prestige
Packages
Sdn Bhd
21,780
sq. ft
Leasehold
25/2034
A single
storey
detached
factory
15 31 October
2004
518
428 429
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
Bangunan Plaza
Perangsang,
Persiaran
Perbandaran
40000 Shah Alam
KPS Berhad KPS Berhad 108,360
sq. ft
Leasehold
99/2086 Office 36 05 July 2000 45,258
Apartment
A-9-6, The Regency
Tanjong Tuan Resort,
Jalan Pantai
71050 Port Dickson
KPS Berhad KPS Berhad 1,099
sq. ft
Leasehold
99/2081 Apartment 38 14 March
2003 139
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
No. 15, Jalan TSB 6,
Taman Industri Sg.
Buloh,
47000 Petaling Jaya,
Selangor
Aqua-Flo
Sdn Bhd
Aqua-Flo
Sdn Bhd
3,000
sq. ft
Leasehold
98/2091
Warehouse
store 31 31 December
2000 208
827, 8th Floor,
Block A, Damansara
Intan,No. 1, Jalan
SS20/27, 47000
Petaling Jaya,
Selangor
Aqua-Flo
Sdn Bhd
Aqua-Flo
Sdn Bhd
1,130
sq. ft
1,249
sq. ft
Freehold
Freehold
Office
Office
23
20
31 December
2000
20
September
2003
150
163
No. 9, Jalan Sultan
Alauddin 2,
Bandar Sultan
Suleiman,
42000 Pelabuhan
Klang,
Selangor
Aqua-Flo
Sdn Bhd
Aqua-Flo
Sdn Bhd
14,400
sq. ft
Leasehold
99/2110
Warehouse
store 8 2015 2,500
2. AQUA-FLO SDN BHD
list of group propertieslist of group properties
3. CENTURY BOND BHD (continued) 4. CPI (PENANG) SDN BHD
5. TOYOPLAS MANUFACTURING (MALAYSIA) SDN BHD
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
PTD 46029,
Mukim
Senai-Kulai
Senai
Industrial
Estate III,
Johor Bahru
Prestige
Packages
Sdn Bhd
Prestige
Packages
Sdn Bhd
43,560
sq. ft
Leasehold
30/2025
A single
storey
detached
factory with
a double
storey front
office
29 28 February
2007
64
JL, Dosomuko
Ujung Baru,
Pelabuhan
Belawan,
Medan
Indonesia
PT Prestige
Packages
Indonesia
PT Prestige
Packages
Indonesia
5,653
sq. ft
Leasehold
02/2022
A single
storey
detached
factory
18 11 July 2005 228
31 Woodlands
Close 01-14
Woodlands
Horizon,
Singapore
Esteem
Packaging
Pte. Ltd.
Esteem
Packaging
Pte. Ltd.
171
sq. m
Leasehold
58/2072
Factory unit
on the 1st
storey
of the
building
10 01 October
2012
2,827
PTD 176445,
Mukim
Plentong,
District of
Johor Bharu
Taspack
Industrial
Sdn Bhd
Taspack
Industrial
Sdn Bhd
104,969
sq. ft
Freehold A parcel of
industrial
land
erected
upon a
single
storey
factory,
a double
storey
office annex
and other
ancillary
buildings
14 21 November
2003
6,382
Lot 77185
Mukim of
Senai-Kulai,
District of
Johor Bahru
Prestige
Packages
Sdn Bhd
Prestige
Packages
Sdn Bhd
43,562
sq. ft
Leasehold
60/2057
A single
storey
detached
factory
25 01 January
2022
4,044
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
Plot 79, Land
Building 1,
Building 2,
Lot 12150,
Mukim 12
Barat Daya,
Pulau Pinang
CPI (Penang)
Sdn Bhd
CPI (Penang)
Sdn Bhd
174,601
sq. ft
Leasehold
60/2057
Land, 4
storey office
building
and 3-storey
factory
25 15 October
1999
31,531
Plot 29
Hilir Sungai
Keluang Satu
Land Building -
Warehouse
Lot 12382,
Mukim 12
Barat Daya,
Pulau Pinang
CPI (Penang)
Sdn Bhd
CPI (Penang)
Sdn Bhd
65,337
sq. ft
Leasehold
60/2051
Land, 2
storey
office
building
and single
storey
warehouse
31 14 May 2016 8,743
Plot 109, Land,
Building
Lot 17322
Mukim 12
Barat Daya,
Pulau Pinang
CPI (Penang)
Sdn Bhd
CPI (Penang)
Sdn Bhd
197,604
sq. ft
Leasehold
60/2069
Land,
3-storey
factory
including
office
104 July 2019 54,899
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
8 Burn Road
#17-08 Trivex,
Singapore
369977
Toyoplas
Holdings
Pte. Ltd.
Toyoplas
Holdings
Pte. Ltd.
82
sq. m
Leasehold
60/2068
Office 16 18 August
2018
953
HS(D) 16074
PTD 5364
Mukim of
Kesang,
Ledang, Johor
Toyoplas
Manufacturing
(Malaysia)
Sdn Bhd
Toyoplas
Manufacturing
(Malaysia)
Sdn Bhd
50,395
sq. ft
Leasehold
60/2051
Land, 2
storey office
building
and double
storey
factory
30 01 January
2014
2,719
430 431
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
5. TOYOPLAS MANUFACTURING (MALAYSIA) SDN BHD (continued) 5. TOYOPLAS MANUFACTURING (MALAYSIA) SDN BHD (continued)
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
HS(D) 62238,
PTD 105112,
Mukim Senai,
District of
Kulaijaya
Toyoplas
Manufacturing
(Malaysia)
Sdn Bhd
Toyoplas
Manufacturing
(Malaysia)
Sdn Bhd
298,688
sq. ft
Freehold Land, 2
storey office
building
and double
storey
factory
828 August
2015
31,434
Apartment
Unit No. 11D-1,
Tower A Lippo
Cikarang
Crown Court
Executive
Condominium,
Jl. Pajajaran
Lippo Cikarang
17550
PT Toyoplas
Manufacturing
Indonesia
PT Toyoplas
Manufacturing
Indonesia
80
sq. m.
Leasehold
60/2024
Expatriat’s
house
18 16 February
2005
34
Apartment
Fanhouse
(Pha Tower I) -
Cikarang
Crown Court
Executive
Condominium,
Jl. Pajajaran
Lippo Cikarang
17550
PT Toyoplas
Manufacturing
Indonesia
PT Toyoplas
Manufacturing
Indonesia
145
sq. m.
Leasehold
60/2024
Expatriat’s
house
17 01 August
2006
99
Factory
Building
Delta Silicon II,
Cikarang
Jl. Trembesi,
Blok F5,
No. 9
Delta Silicon II
Cikarang
Selatan,
Bekasi 17550,
Jawa Barat
Indonesia
PT Toyoplas
Manufacturing
Indonesia
PT Toyoplas
Manufacturing
Indonesia
53,841
sq. ft
Leasehold
60/2024
Office,
Production
Line,
Warehouse
19 28 October
2004
22,813
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
Cikarang Delta
Delta Silicon
II Plot F5-9
JI. Trembesi
Blok F5 No. 9
Delta Silicon
II Cikarang
Selatan, Bekasi
17550,
Jawa Barat,
Indonesia
PT Toyoplas
Manufacturing
Indonesia
PT Toyoplas
Manufacturing
Indonesia
54,990
sq. ft
Leasehold
60/2024
Office,
Production
Line,
Warehouse
19 08 April
2004
11,061
Lot CN-04,
Hoa Phu
Industrial Park,
Mai Dinh
Commune,
Hiep Hoa
District,
Bac Giang
Province,
Vietnam
Toyoplas
Manufacturing
(Bac Giang)
Co. Ltd.
Toyoplas
Manufacturing
(Bac Giang)
Co. Ltd.
25,689
sq. ft
Leasehold
2066
Land, 2
storey office
building
and double
storey
factory
1 14 March
2023
8,406
Factory
Building
Lot CN-04,
Hoa Phu
Industrial Park,
Mai Dinh
Commune,
Hiep Hoa
District,
Bac Giang
Province,
Vietnam
Toyoplas
Manufacturing
(Bac Giang)
Co. Ltd.
Toyoplas
Manufacturing
(Bac Giang)
Co. Ltd.
15,589
sq. ft
Leasehold
2066
Land, 2
storey office
building
and double
storey
factory
102 June
2023
28,597
list of group propertieslist of group properties
432 433
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
6. MDS ADVANCE SDN BHD
Location
Registered
Owner
Beneficiary
Owner
Land
Area
Tenure/
Lease
expiry
(Years)
Existing
Use
Approximately
Age of
building
(Years)
Date of
Revaluation/
Acquisition
Net Book
Value/
Land Cost
as at
31/12/2023
(RM’000)
No.22A, Jalan
Industri Ringan
Permatang
Tinggi 2,
Kawasan
Industri Ringan
Permatang
Tinggi,
14100 Simpang
Ampat, Pulau
Pinang
MDS Advance
Sdn Bhd
MDS Advance
Sdn Bhd
8,191
sq. ft
Freehold Factory
building
527 August
2019
1,542
No.1, Lorong
Industri Ringan
Permatang
Tinggi 14,
Taman Industri
Ringan
Permatang
Tinggi,
14100 Simpang
Ampat, Pulau
Pinang
MDS Advance
Sdn Bhd
MDS Advance
Sdn Bhd
12,615
sq. ft
Freehold Rent out 6 February
2019
2,168
D-16-05,
Menara
Mahkota
Impian,
Pusat
Perniagaan
Mahkota
Impian,
14000 Bukit
Mertajam,
Pulau Pinang
MDS Advance
Sdn Bhd
MDS Advance
Sdn Bhd
1,163
sq. ft
Freehold Local
female staff
hostel
6 September
2017
351
No.23, Jalan
Saujana 1/5,
Taman Saujana
Indah,
14000 Bukit
Mertajam,
Pulau Pinang
MDS Advance
Sdn Bhd
MDS Advance
Sdn Bhd
2,573
sq. ft
Freehold Expatriat's
house
11 July
2021
460
corporate directory
REGISTERED AND BUSINESS ADDRESSES OF KUMPULAN PERANGSANG SELANGOR BERHAD AND
SUBSIDIARY COMPANIES
Name of Company Registered Address Business Address
KUMPULAN PERANGSANG
SELANGOR BERHAD
(Registration No. 197501002218/23737-K)
17th Floor,
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
No. 54-3-2, Wisma Sri Mata
Jalan Van Praagh
11600 Jelutong
Pulau Pinang
Tel: 04 283 2268
Fax: 04 283 7268
Suite 5.11 & 5.12
5th Floor, Menara TJB
No. 9, Jalan Syed Mohd Mufti
80000 Johor Bahru
Johor Darul Takzim
Tel: 07 224 2823
Suite 5.11 & 5.12
5th Floor, Menara TJB
No. 9, Jalan Syed Mohd Mufti
80000 Johor Bahru
Johor Darul Takzim
Tel: 07 224 2823
No. 54-3-2 Wisma Sri Mata
Jalan Van Praagh
11600 Jelutong
Pulau Pinang
Tel: 04 283 2268
Fax: 04 283 7268
17th Floor,
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
Plot 79 Kawasan Perindustrian
Bayan Lepas 4
Lintang Bayan Lepas 7
11900 Bayan Lepas
Pulau Pinang
Tel: 04 647 6788
Fax: 04 644 4686
PTD 105112, Jalan Cyber 4
Kawasan Perindustrian Senai IV
Mukim Senai
81400 Daerah Kulai
Johor Darul Takzim
Tel: 07 595 5233
PLO 96, 97, 98 & 99
Jalan Cyber 5
Senai Industrial Estate Phase III
81400 Senai
Johor Darul Takzim
Tel: 07 598 1185
No. 20 & 22, Jalan Industri Ringan
Permatang Tinggi 2,
Kawasan Industri Ringan
Permatang Tinggi,
14100 Simpang Ampat
Pulau Pinang
Tel: 04 502 6109
Fax: 04 504 1162
CPI (PENANG) SDN BHD
(Registration No. 199001000150/191708-P)
TOYOPLAS MANUFACTURING
(MALAYSIA) SDN BHD
(Registration No. 200301033853/636274-T)
CENTURY BOND BHD
(Registration No. 199101018358/228669-V)
MDS ADVANCE SDN BHD
(Registration No. 201501010280/1135615-D)
list of group properties
434 435
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
corporate directory
Name of company Registered Address Business Address
AQUA-FLO SDN BHD
(Registration No.
199401039180/324865-U)
17th Floor
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
Suite 5.11 & 5.12
5th Floor, Menara TJB
No. 9, Jalan Syed Mohd Mufti
80000 Johor Bahru
Johor Darul Takzim
Tel: 07 224 2823
No. 13A, Jalan SS 21/56B
Damansara Utama
47400 Petaling Jaya
Selangor Darul Ehsan
Tel: 03 7729 5912
Fax: 03 7729 5904
17th Floor
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
Suite 5.11 & 5.12
5th Floor, Menara TJB
No. 9, Jalan Syed Mohd Mufti
80000 Johor Bahru,
Johor Darul Takzim
Tel : 07-224 2823
No. 827, 8th Floor, Block A
Damansara Intan
No. 1, Jalan SS 20/27
47400 Petaling Jaya
Selangor Darul Ehsan
Tel: 03 7725 7278 / 03 7725 7279
Fax: 03 7725 6277
17th Floor
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
17th Floor
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
17th Floor
Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel: 03 5524 8400
17th Floor, Plaza Perangsang
Persiaran Perbandaran
40000 Shah Alam
Selangor Darul Ehsan
Tel : 03-5524 8400
SMARTPIPE TECHNOLOGY SDN BHD
(Registration No. 201201018888/989033-T)
KPS-HCM SDN BHD
(Registration No. 200701033102/791130-P)
CASH BAND (M) BERHAD
(Registration No. 200601016078/735830-K)
SMARTPIPE TECHNOLOGY SDN BHD
(Registration No. 201201018888/989033-T)
notice of annual general meeting
NOTICE IS HEREBY GIVEN THAT THE FORTY SEVENTH (“47TH”) ANNUAL GENERAL MEETING (“AGM”) OF KUMPULAN
PERANGSANG SELANGOR BERHAD (“KPS BERHAD” OR “THE COMPANY”) WILL BE CONDUCTED VIRTUALLY THROUGH
LIVE STREAMING AND ONLINE VOTING VIA THE REMOTE PARTICIPATION AND ELECTRONIC VOTING (“RPEV”) FACILITIES
AT HTTPS://INVESTOR.BOARDROOMLIMITED.COM FROM THE BROADCAST VENUE AT KPS BERHAD CORPORATE
OFFICE, 17TH FLOOR, PLAZA PERANGSANG, PERSIARAN PERBANDARAN, 40000 SHAH ALAM, SELANGOR DARUL EHSAN
ON MONDAY, 27 MAY 2024 AT 10.00 A.M. FOR THE FOLLOWING PURPOSES:
ORDINARY BUSINESS:
1. To receive the Audited Financial Statements for the financial year ended 31 December 2023
together with the Reports of the Directors and Auditors thereon.
(Please refer to
Explanatory Note 1)
2. To approve a single tier final dividend of 1 sen per share in respect of the financial year
ended 31 December 2023.
Please refer to
Explanatory Note 2
(Ordinary Resolution 1)
3. To re-elect Ts. Saipolyazan bin Mat Yusop (“Ts. Saipolyazan”) who retires pursuant to Clause
78 of the Company’s Constitution and who being eligible offers himself for re-election.
Please refer to
Explanatory Note 3
(Ordinary Resolution 2)
4. To re-elect the following Directors who retire pursuant to Clause 76(3) of the Company’s
Constitution and who being eligible offer themselves for re-election:
Please refer to
Explanatory Note 4
a. Dato’ Setia Haris bin Kasim (“Dato’ Setia Haris”) (Ordinary Resolution 3)
b. Sharmila Sekarajasekaran (”Sharmila”) (Ordinary Resolution 4)
5. To approve the payment of Directors’ Remuneration to the Directors up to an amount of
RM1,798,700 for the period immediately after the 47th AGM until the next AGM of the
Company.
Please refer to
Explanatory Note 5
(Ordinary Resolution 5)
6. To re-appoint Messrs BDO PLT (“BDO”) as Auditors of the Company for the financial year
ending 31 December 2024 and to authorise the Directors to fix their remuneration.
Please refer to
Explanatory Note 6
(Ordinary Resolution 6)
SPECIAL BUSINESS:
To consider and, if thought fit, to pass the following Ordinary Resolutions:
7. Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party
Transactions (“RRPT”) of a Revenue or Trading Nature with KPS Berhad and its Subsidiaries
(“KPS Berhad Group”).
“THAT subject always to the provisions of the Companies Act 2016 (“CA2016”) and pursuant
to Paragraph 10.09 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia
Securities Berhad (“Bursa Securities”), KPS Berhad Group be and is hereby authorised to
enter into and give effect to the RRPT of a revenue or trading nature with the related parties
as set out in Section 2.3 of the Circular to Shareholders dated 23 April 2024 (“Related
Parties”) provided that such transactions and/or arrangements are:
Please refer to
Explanatory Note 7
(Ordinary Resolution 7)
a. recurrent transactions of a revenue or trading nature;
b. necessary for the day-to-day operations;
436 437
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
c. undertaken in the ordinary course of business at arm’s length basis and are on
normal commercial terms and transaction prices which are not more favourable to
the Related Parties than those generally available to the public; and
d. not detrimental to the minority shareholders of the Company,
(“Proposed Shareholders’ Mandate”);
AND THAT such approval shall continue to be in force until:
a. the conclusion of the next AGM of the Company following the AGM at which the
Proposed Shareholders’ Mandate is passed, at which time it will lapse, unless the
authority is renewed by a resolution passed at such AGM; or
b. the expiration of the period within which the next AGM of the Company after that
date is required to be held under Section 340(2) of the CA2016 (but must not extend
to such extension as may be allowed pursuant to Section 340(4) of the CA2016); or
c. revoked or varied by ordinary resolution passed by the shareholders of the Company
in a general meeting,
whichever is earlier;
AND THAT the Directors of the Company be and are hereby authorised to complete and
do all such acts, deeds and things to give effect to the aforesaid Proposed Shareholders’
Mandate and transactions contemplated under this resolution.”
ANY OTHER BUSINESS:
8. To transact any other business for which due notice has been given in accordance with the
Constitution of the Company and the CA2016.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT DATE
NOTICE IS ALSO HEREBY GIVEN that a single tier final dividend of 1 sen per share, in respect of the financial year ended
31 December 2023 (“FY2023”) if approved by shareholders at the 47th AGM, will be payable on 25 June 2024 to shareholders
registered in the Records of Depositors at the close of business on 4 June 2024.
A depositor shall qualify for entitlement only in respect of:
a. Shares transferred to the Depositor’s Securities Account before 4.30 p.m. on 4 June 2024 in
respect of ordinary shares.
b. Shares bought on the Bursa Securities on a cum entitlement basis according to the Rules of
the Bursa Securities.
By Order of the Board
KUMPULAN PERANGSANG SELANGOR BERHAD
SELFIA BINTI MUHAMMAD EFFENDI
Company Secretary
SSM PC No. 201908000999
MAICSA 7046782
Shah Alam
23 April 2024
Explanatory Notes on Ordinary and Special Businesses
1. Agenda Item No. 1 - Audited Financial Statements for the Financial Year Ended 31 December 2023
The Agenda item is meant for discussion only. The provisions of Sections 248(2) and 340(1)(a) of the CA2016 only require the Audited
Financial Statements and the Reports of the Directors and Auditors thereon be laid before the Company at its AGM. As such, this Agenda
item is not a business which requires a resolution to be put to vote by the Shareholders.
2. Agenda Item No. 2 – Single-Tier Final Dividend
With reference to Section 131 of the CA2016, a company may only make a distribution to the shareholders out of profits of the company
available if the company is solvent. On 26 March 2024, the Board had considered the amount of dividend and decided to recommend the
same for the shareholders’ approval at the forthcoming 47th AGM.
3. Agenda Item No. 3 - Re-election of Director (Ts. Saipolyazan) pursuant to Clause 78 of the Company’s Constitution
Clause 78 of the Company’s Constitution provides amongst others, that the Board shall have the power to appoint any person to be a
Director to fill a casual vacancy or as an additional Director to the existing Board, and that any Director so appointed shall hold office until
the next following AGM and shall then be eligible for re-election.
Accordingly, Ts. Saipolyazan shall hold office until the conclusion of the 47th AGM and shall then be eligible for re-election pursuant to
Clause 78 of the Company’s Constitution.
Ts. Saipolyazan possesses over thirty (30) years of experience spanning both the public and private sectors, including roles in foreign-based
entities in the Kingdom of Saudi Arabia (“KSA”). He has previously served as the Head of Country (KSA) for UEM Edgenta Berhad and as
the Chief Executive Officer ("CEO") for Edgenta Arabia Limited, as well as the Head of Facility Management for Alborj Facility Management
Ltd. During his time in UEM Edgenta Berhad, Ts. Saipolyazan also served as a Board member of UEM Mediserve Sdn Bhd.
Additionally, Ts. Saipolyazan has acquired expertise across various domains such as facilities management, asset management,
infrastructure solutions, project management, planning & development and administration of zakat funds during his tenure as the former
CEO of Lembaga Zakat Selangor.
He fulfils the Fit and Proper Criteria set out in the Directors’ Fit and Proper Policy of the Company. His profile is set out in Chapter 8 –
Leadership (Board of Directors Profile) of the KPS Berhad 2023 Integrated Annual Report (“2023IAR”).
4. Agenda Item No. 4 - Re-election of Directors who retire in accordance with Clause 76(3) of the Company’s Constitution
Clause 76(3) of the Company’s Constitution provides that one-third (1/3) of the Directors of the Company for the time being shall retire by
rotation at an AGM of the Company. In determining the number of Directors who are to retire by rotation at the 47th AGM, two (2) out of
seven (7) Directors are to retire in accordance with Clause 76(3) of the Company’s Constitution.
notice of annual general meetingnotice of annual general meeting
438 439
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
notice of annual general meetingnotice of annual general meeting
The NRC has determined the eligibility of each of the Directors standing for re-election at the AGM based on the performance of the
Directors, taking into account the results of their latest Annual Board Evaluation (“ABE”) conducted by the Institute of Corporate Directors
Malaysia (“ICDM”), which evaluates the competencies of a Director based on ICDM’s Director Competency Framework as follows:
i. The capacity of an Individual Director,
ii. The Individual Director with the Board,
iii. The Individual Director with the organisation, and
iv. The Individual Director with the stakeholders.
Based on the recommendation of the NRC, the Board is satisfied with the performance, contributions and time commitment of the following
Directors who retire by rotation in accordance with Clause 76(3) of the Company’s Constitution and are eligible to stand for re-election
based on the following justifications:
i. Re-election of Dato’ Setia Haris as Chairman, Non-Independent Non-Executive Director
Dato’ Setia Haris was appointed to the Board of KPS Berhad as a Chairman and Non-Independent Non-Executive Director (“NINED”)
on 6 December 2021. Previously, he held positions as the Selangor State Financial Officer and presently serves as the Selangor State
Secretary.
Dato’ Setia Haris leads the Board with a demeanour characterised by formality, professionalism, and cohesion. He effectively fulfils
various board duties, roles, and responsibilities, playing a crucial role in steering the Board.
In his capacity as Chairman, Dato’ Setia Haris plays a key role in ensuring the effectiveness of the Board and actively promotes good
corporate governance practices. He shapes the Board's agenda, particularly in matters reserved for consideration, exerting significant
influence.
The ABE results for 2023 conducted by the ICDM reflect his commitment as Chairman to fostering a conducive environment for all
members to express concerns. During meetings, he ensures ample time for robust discussions and actively listens to raised views.
With regard to his overall performance as Director of KPS Berhad, Dato’ Setia Haris was rated as ‘Mostly Competent’, which falls under
the highest band of the ICDM Performance Evaluation Rating Scale.
Adhering to Practice 1.4 of the Malaysian Code on Corporate Governance (“MCCG”), Dato’ Setia Haris being the Chairman of the
Board, refrains from serving as a member of any Board Committees (“BCs”). This deliberate decision contributes to maintaining proper
checks and balances and ensures the Board's objective review of matters presented by the BCs. He fulfils the Fit and Proper Criteria set
out in the Directors’ Fit and Proper Policy of the Company.
ii. Re-election of Sharmila as Independent Non-Executive Director (“INED”)
The recommendation to re-elect Sharmila is based on her experience spanning more than twenty-six (26) years, with areas of expertise
encompassing legal and regulatory requirements, compliance, governance, intellectual property, strategic planning, business strategy,
and relationship management, all of which are aligned with the Company’s Board Skills Matrix.
Currently, she serves as the Chairman of the Board Governance and Risk Committee (“BGRC”) and holds membership in the Board Audit
Committee (“BAC”), Nomination and Remuneration Committee (appointed on 26 March 2024) and Sustainability Board Committee
(appointed on 26 March 2024).
Throughout the financial year 2023, she has consistently contributed to the positive development of KPS Berhad through her active
involvement in Board and BCs meetings. Notably, she offers legal, compliance and corporate governance opinions on matters
discussed during these meetings, effectively enhancing the Board’s decision-making process and aiding in the achievement of the
Company’s strategic objectives.
Throughout the review period, Ms Sharmila has demonstrated unwavering commitment and dedication to her responsibilities as
a Director of KPS Berhad. Despite holding directorships in another public listed company, she attended 100% of Board and BCs
meetings held in 2023.
Based on the ABE results for 2023 conducted by ICDM, Sharmila’s overall performance was rated as ‘Mostly Competent’, which falls
under the highest band of the ICDM Performance Evaluation Rating Scale.
She fulfils the requirement of independence set out in the MMLR of Bursa Securities and prescribed criteria under the MCCG and
meets the Fit & Proper Criteria set out in the Directors’ Fit & Proper Policy of the Company.
The above retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant
Board meeting.
The profiles of the retiring Directors above are set out in Chapter 8 – Leadership (Board of Directors Profile) of the 2023IAR.
5. Agenda Item No. 5 – Directors’ Remuneration
Section 230(1) of the CA2016 provides, amongst others, that “the fees” of the directors and “any benefits” payable to the directors of a
listed company and its subsidiaries shall be approved at a general meeting. In this respect, the shareholders’ approval shall be sought at
the 47th AGM on the Directors’ remuneration under Ordinary Resolution 5 on payment of Directors’ remuneration in respect of the period
immediately after the 47th AGM to the next AGM of the Company (“Relevant Period”).
The total amount of Director’s remuneration payable to the Directors is estimated to be up to RM1,798,700 for the Relevant Period, which
will take effect from 28 May 2024 subject to the shareholders’ approval.
The proposed Directors’ remuneration to the Directors is slightly higher than last year due to the following:
i. The additional fee of RM12,000 per annum or RM1,000 per month for the Senior Independent Director (“SID”) given the additional
responsibilities such as:
• Serves as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved
through normal channels of contact with the Chairman or Managing Director/Group Chief Executive Officer;
• Serves as the principal conduit between the Independent Directors and the Chairman as and when necessary;
• Consult and advise the Chairman as and when necessary regarding Board meeting schedules to ensure Independent Directors can
perform their duties effectively with sufficient time for discussion of all agenda items; and
• Chairing the Board Meeting in the absence of the Chairman.
ii. Additional provision for medical coverage to accommodate the increase of insurance premium paid to the insurer reflecting higher
medical utilisation.
Payment of Directors’ remuneration to the Directors of the Company will be made by the Company on a monthly basis and/or as and when
incurred, effective 28 May 2024.
6. Agenda Item No. 6 – Re-appointment of Auditors
The BAC at its meeting held on 22 March 2024, undertook an annual assessment of the suitability, objectivity and independence of the
external auditors, BDO, in accordance with the External Auditors Assessment Policy which was approved by the Board in March 2017 and
subsequently revised on 27 November 2023.
In its assessment, the BAC was satisfied with the suitability of BDO based on the quality of audit, performance, competency, and sufficiency
of resources the external audit team provided to KPS Berhad Group. The BAC was also satisfied in its review that the provision of audit
and non-audit services by BDO to the Company for the FYE2023 did not in any way impair their objectivity and independence as external
auditors of the Company.
The Board at its meeting held on 26 March 2024 approved the BAC’s recommendation for the shareholders’ approval to be sought at
the 47th AGM on the re-appointment of BDO as external auditors of the Company for the financial year ending 31 December 2024 under
Resolution 6.
7. Agenda Item No. 7 – Proposed Renewal of Existing Shareholders’ Mandate for RRPT of a Revenue or Trading Nature
The proposed Ordinary Resolution 7, if passed, is primarily to renew its existing shareholders’ mandate (“Mandate”) by authorising the
Company and/or its subsidiaries (“KPS Berhad Group”) to enter into recurrent transactions with the related parties which are necessary for
the day-to-day operations of the KPS Berhad Group and are based on normal commercial terms and transaction prices that are not more
favourable to the related parties than those generally made available to the public. The Mandate shall lapse at the conclusion of the next
AGM unless the authority is renewed by a resolution passed at such general meeting.
For more details, please refer to the Circular to Shareholders dated 23 April 2024.
440 441
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
Notes:
1. IMPORTANT NOTICE
The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the CA2016, which requires the Chairperson of
the meeting to be present at the main venue of the meeting.
Shareholders WILL NOT BE ALLOWED to attend the 47th AGM in person at the Broadcast Venue on the day of the meeting.
Shareholders are to attend, speak (including posing questions to the Board via real-time submission of typed texts) and vote (collectively,
“participate”) remotely at the 47th AGM via the RPEV facilities at https://investor.boardroomlimited.com
Please follow the procedures in the Administrative Guide for Shareholders for the 47th AGM and read Notes (2) to (13) below to
participate remotely via RPEV facilities.
2. For the purpose of determining who shall be entitled to attend this 47th AGM via RPEV facilities, the Company shall be requesting Bursa
Malaysia Depository Sdn Bhd to make available to the Company, a Record of Depositors as of 20 May 2024. Only members whose names
appear on this Record of Depositors shall be entitled to attend this 47th AGM via RPEV facilities or appoint a proxy to attend, speak and vote
on his/her/its behalf.
3. A member who is entitled to attend and vote at this 47th AGM via RPEV facilities is entitled to appoint a proxy or attorney or, in the case of
a corporation, to appoint a duly authorised representative to attend, participate, speak and vote in his/her/its place. A proxy may but need
not be a member of the Company.
4. A member of the Company who is entitled to attend and vote at the 47th AGM of the Company may appoint not more than two (2) proxies
to attend, participate, speak and vote instead of the member at the 47th AGM via RPEV facilities.
5. If two (2) proxies are appointed, the entitlement of those proxies to vote on a show of hands shall be in accordance with the listing
requirements of the stock exchange.
6. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 (“Central
Depositories Act”), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary shares of the
Company standing to the credit of the said securities account.
7. Where a member of the Company is an exempt authorised nominee who holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may
appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the
Central Depositories Act, which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
8. Where a member appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified
in the instrument appointing the proxies.
9. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the
appointer is a corporation either under seal or under the hand of an officer or attorney duly authorised. The appointment of a proxy may
be made in hard copy form or by electronic form. If the appointment is made in hard copy form, the Proxy Form must be deposited with
Boardroom Share Registrar Sdn Bhd (“Boardroom”)’s Office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13,
46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, or alternatively, to submit your electronic Proxy Form via Boardroom Smart Investor
Portal at https://investor.boardroomlimited.com not less than 48 hours before the time fixed for holding the meeting.
10. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.
11. The last date and time for lodging the proxy form is at 10.00 a.m on 25 May 2024.
12. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Boardroom’s Office at
11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, or
alternatively, to submit your electronic Proxy Form via Boardroom Smart Investor Portal at https://investor.boardroomlimited.com not
less than 48 hours before the time appointed for holding the 47th AGM or adjourned general meeting at which the person named in
the appointment proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in
accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.
13. For a corporate member who has appointed a representative, please deposit the ORIGINAL certificate of appointment with the Boardroom’s
Office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia,
or alternatively, submit your electronic Proxy Form via Boardroom Smart Investor Portal at https://investor.boardroomlimited.com. The
certificate of appointment should be executed in the following manner:
i. If the corporate member has a common seal, the certificate of appointment should be executed under seal in accordance with the
constitution of the corporate member.
ii. If the corporate member does not have a common seal, the certificate of appointment should be affixed with the rubber stamp of the
corporate member (if any) and executed by:
a. at least two (2) authorised officers, of whom one shall be a director; or
b. any director and/or authorised officers in accordance with the laws of the country under which the corporate member is
incorporated.
notice of annual general meetingnotice of annual general meeting
442 443
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
statement accompanying
notice of annual general meeting
(pursuant to Paragraph 8.27(2) of the MMLR of Bursa Securities)
administrative guide
for shareholders
The following are Directors retiring pursuant to Clause 78 and Clause 76(3) of the Company’s Constitution and standing for
re-election (as per Ordinary Resolution 2, 3 and 4).
i. Clause 78: Retirement after appointment to fill casual vacancy
a. Ts. Saipolyazan (Ordinary Resolution 2)
ii. Clause 76(3): Retirement by rotation
a. Dato’ Setia Haris (Ordinary Resolution 3)
b. Sharmila (Ordinary Resolution 4)
The profile of the above Directors is set out in Chapter 8 – Leadership (Board of Directors Profile) of the 2023IAR.
Sharmila does not have any conflict of interest or any family relationship with any other Directors and/or major shareholders of
the Company.
Other than traffic offences, none of the Directors listed above have been convicted for any offences within the past five (5) years,
nor have any of them been imposed any public sanction or penalty by any relevant regulatory bodies during the Financial Year
under review.
Dato’ Setia Haris was nominated as Chairman, Non-Independent Non-Executive Director, by Menteri Besar Selangor
(Incorporated) (“MBI”). Darul Ehsan Investment Group Berhad (“DEIG”) is a major shareholder of the Company with a direct
shareholding of 57.88%. MBI is a holding company of DEIG.
Ts. Saipolyazan was nominated as Non-Independent Non-Executive Director of MBI. DEIG is a major shareholder of the
Company with a direct shareholding of 57.88%. MBI is the holding company of DEIG.
The Directors listed above have met the Fit and Proper Criteria set out in the Directors' Fit and Proper Policy of the Company.
1. Virtual Annual General Meeting
The Company (“KPS Berhad”) will continue to leverage on technology to conduct its 47th AGM entirely via live streaming
and online remote voting using Remote Participation and Electronic Voting (“RPEV”) facilities.
The Broadcast Venue is limited to essential individuals required to be physically present at the venue to organise and
conduct the virtual 47th AGM of the Company.
Shareholders are invited to participate and vote at the forthcoming 47th AGM via the meeting platform at
https://investor.boardroomlimited.com. NO SHAREHOLDERS/PROXIES/CORPORATE REPRESENTATIVES should be
physically present at or will be admitted to the Broadcast Venue on the day of the 47th AGM.
2. Entitlement to Participate and Vote at the 47th AGM
Only a shareholder whose name appears in the Record of Depositors of the Company as of Monday, 20 May 2024, shall
be eligible to participate in the 47th AGM or appoint proxy(ies) or corporate representative(s) to participate and vote on
his/her behalf.
As the 47th AGM is a virtual meeting, a shareholder entitled to attend and vote at the 47th AGM may appoint the Chairman
of the meeting as his/her proxy to attend and vote in his/her stead and indicate his/her voting instructions in the Proxy
Form.
3. Voting Procedure – Poll Voting
i. Voting at the 47th AGM will be conducted by poll in accordance with Paragraph 8.29A of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
ii. The Company has appointed Boardroom Share Registrars Sdn Bhd (“Boardroom”) as poll administrator to conduct
the poll by way of electronic voting (“e-Voting”), and independent scrutineers (“Scrutineers”) will be appointed to
verify the results of the poll.
Meeting : 47TH ANNUAL GENERAL MEETING (VIRTUAL)
Date : Monday, 27 May 2024
Time : 10.00 a.m. (Malaysia time)
Broadcast Venue : Kumpulan Perangsang Selangor Berhad (“KPS Berhad”) Corporate Office
17th Floor, Plaza Perangsang, Persiaran Perbandaran
40000 Shah Alam, Selangor Darul Ehsan
Meeting Mode : Virtual
Meeting
Platform
: https://investor.boardroomlimited.com
Mode of
Communication
:1) You may type your question(s) in the meeting platform. The Messaging window facility will open
concurrently with the Virtual Meeting Portal one (1) hour before the scheduled commencement of
the 47th Annual General Meeting (“47th AGM”), i.e. from 9.00 a.m. on Monday, 27 May 2024.
2) Submit questions to the Board prior to the 47th AGM by emailing to Boardroom Smart Investor
Portal at Boardroom Smart Investor Portal at https://investor.boardroomlimited.com no later than
9.00 a.m. on Monday, 27 May 2024.
444 445
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
administrative guide for shareholders administrative guide for shareholders
iii. For the purposes of this 47th AGM, e-Voting may be carried out via personal smart mobile phones, tablets, personal
computers or laptops.
iv. Please note that polling will only commence after announcement by the Chairman of poll opening and continue until
such time the Chairman announces closure of the poll. The poll result report will be verified by the Scrutineers, and
the results announced thereafter. The Chairman will declare whether the resolutions put to vote are duly passed.
v. You must ensure that you are connected to the internet at all times in order to participate and vote remotely when
the 47th AGM has commenced. It is therefore your responsibility to ensure that connectivity for the duration of the
47th AGM is maintained. Kindly note that the quality of the connectivity to the Virtual Meeting Portal for the live
webcast and remote online voting is dependent on the bandwidth and stability of the internet connection at remote
participants’ locations.
4. Procedure for RPEV
i. Please note that the RPEV facilities are available to (i) Individual Members; (ii) Corporate Shareholders; (iii)
Authorised Nominee; and (iv) Exempt Authorised Nominee shall use the RPEV facilities to participate and
vote remotely at the 47th AGM.
ii. If you choose to participate in the Meeting online, you will be able to view a live webcast of the Meeting, ask
questions and submit your votes in real-time whilst the Meeting is in progress.
iii. Kindly refer to Procedures for RPEV as set out below for the requirements and procedures.
Table 1
Step 1: Register Online with Boardroom Smart Investor Portal (“BSIP”)
Note: This is a one-time registration. If you have already signed up with BSIP, you are not required to register. You may
proceed to Step 2.
(Only for first time BSIP users)
(a) Open an internet browser. Latest versions of Chrome, Firefox, Safari, Edge or Opera are recommended.
(b) Go to BSIP website at https://investor.boardroomlimited.com
Individual Account
(For Shareholder & Proxy)
Corporate Account
(For Representative of Corporate Holder or Authorised
Nominees)
• Click Register to sign up for a user account and select the
correct account type “Sign up as Individual”.
• Complete the registration with all required information.
Upload and attach your MyKad (front and back) or
Passport in JPEG, PNG or PDF format.
• Click Sign Up.
[Note: Please ensure that you sign-up for Individual Account
if you are an appointed proxy to attend the meeting]
• Click Register to sign up for a user account and select the
correct account type “Sign up as Corporate Holder”.
• Complete the registration by providing all the required
information. Upload and attach your MyKad (front and
back) or Passport in JPEG, PNG or PDF format, along with
the completed authorisation letter.
• Click Sign Up.
[Note: If you are appointed as the authorised representatives
for more than one (1) company, kindly click the home button
and select “Edit Profile” in order to add your representation
after your BSIP account has been approved.]
(c) You will receive an email from Boardroom for email address verification. Click “Verify Email Address” from the email
received to continue with the registration process.
(d) Once your email address is verified, you will be re-directed to BSIP for verification of mobile number. Click “Request
OTP Code” and an OTP code will be sent to the registered mobile number. You will need to enter the OTP code for
verification and click “Enter” to complete the registration process.
(e) Once your mobile number is verified, registration of your new BSIP account will be pending for final verification.
(f) An e-mail will be sent to you within one (1) business day informing on the approval of your BSIP account. Once account
registration completed, you can login at BSIP at https://investor.boardroomlimited.com with the email address and
password that you have provided during registration to proceed with the next step.
Step 2: Submit Request for RPEV (applicable for individual account only)
The registration for RPEV will open from Tuesday, 23 April 2024 until the day of 47th AGM on Monday, 27 May 2024.
For Individual account only
(a) Open an internet browser. Latest versions of Chrome, Firefox, Safari, Edge or Opera are recommended.
(b) Go to BSIP website at https://investor.boardroomlimited.com
(c) Login your BSIP account with your registered email address and password. [Note: If you do not have an account with
BSIP, please sign-up/register with BSIP for free - refer to process “Step 1: Register Online with BSIP” above.]
(d) Click “Meeting Event” and select “KUMPULAN PERANGSANG SELANGOR BERHAD 47th ANNUAL GENERAL
MEETING” from the list of companies and click “Enter”.
(e) Go to “VIRTUAL” and click on “Register for RPEV”.
(f) Check the box to register for RPEV and enter your 9 digits CDS account number.
(g) Read and check the box to accept the Terms & Conditions, then click “Register”.
(h) You will receive a notification that your RPEV registration has been received and pending verification.
(i) Upon system verification against the General Meeting Record of Depositors (“General Meeting ROD”) as at 20 May
2024 you will receive an email from Boardroom notifying you whether your registration has been approved or rejected.
Appointment of Proxy
For Individual Shareholders, Corporate Shareholders
(a) Open an internet browser. Latest versions of Chrome, Firefox, Safari, Edge or Opera are recommended.
(b) Go to BSIP website at https://investor.boardroomlimited.com
(c) Login your BSIP account with your registered email address and password. [Note: If you do not have an account with
BSIP, please sign-up/register with BSIP for free - refer to process “Step 1: Register Online with BSIP” above.]
(d) Click “Meeting Event” and select “KUMPULAN PERANGSANG SELANGOR BERHAD 47th ANNUAL GENERAL
MEETING” from the list of companies and click “Enter”.
446 447
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
administrative guide for shareholders administrative guide for shareholders
By Shareholder and
Corporate Holder By Nominees Company
• Select the Company that you are representing - for
Corporate Account user only.
• Go to “PROXY” and click on “Submit eProxy Form”.
• Click on “Submit eProxy Form”
• Enter your 9 digits CDS account number and number of
securities held.
• Select your proxy/proxies appointment – either the
Chairman of the meeting or individual named proxy/
proxies.
• Read and accept the Terms and Conditions and click
“Next”.
• Enter the required particulars of your proxy/proxies.
• Indicate your voting instructions for each Resolution
– FOR, AGAINST, ABSTAIN or DISCRETIONARY. If
DISCRETIONARY is selected, your proxy/proxies will
decide on your votes during poll at the meeting.
• Review and confirm your proxy/proxies appointment and
click “Submit”.
• Download or print the eProxy Form as acknowledgement.
• Select the Nominees Company that you are representing.
• Go to “PROXY” and click on “Submit eProxy Form”.
• Click on “Download Excel Template” to download.
• Insert the appointment of proxy/proxies for each CDS
account with the necessary data and voting instructions in
the downloaded excel file template. Ensure inserted data
is correct and orderly.
• Proceed to upload the duly completed excel file.
• Review and confirm your proxy/proxies appointment and
click "Submit".
• Download or print the eProxy form as acknowledgement.
Please note that the closing date and time to submit your proxy/proxies form is by Saturday, 25 May 2024 at 10.00 a.m.
Step 3: Login to Boardroom Meeting Portal
(a) Open an internet browser. Latest versions of Chrome, Firefox, Safari, Edge or Opera are recommended.
(b) Go to BSIP website at https://investor.boardroomlimited.com
(c) Login your BSIP account with your registered email address and password. [Note: If you do not have an account with
BSIP, please sign-up/register with BSIP for free - refer to process “Step 1: Register Online with BSIP” above.]
(d) Virtual Meeting Portal will be made available at any time from 9:00 a.m. i.e. one hour before the commencement of the
AGM at 10:00 a.m. on 27 May 2024.
(e) Click into “Meeting Event” and go to “KUMPULAN PERANGSANG SELANGOR BERHAD 47th ANNUAL GENERAL
MEETING” and then click “Join Live Meeting” to join the proceedings of the AGM remotely.
If shareholders have any question for the Chairman/Board/Management, they may use the Messaging window facility
to submit their questions during the meeting. The Messaging window facility will open one (1) hour before the AGM
which is from 9:00 a.m. on 27 May 2024.
(f) Once the voting has opened, click on the voting icon. The resolution and voting choices will be displayed.
(g) To vote, please select your voting direction from the options shown on screen. A confirmation message will appear to
show your vote has been received.
(h) To change your vote, re-select another direction. If you wish to cancel your vote, please select Cancel.
Important Notes:
(a) The quality of the connectivity to the Virtual Meeting Portal for live webcast as well as for remote online voting is
dependent on the bandwidth and the stability of the internet connection available at the location of the remote users.
(b) Recommended requirement for live webcast:
i. Browser: Latest versions of Chrome, Firefox, Edge, Safari or Opera.
ii. Bandwidth: Minimum 9 Mbps stable speed for High Definition (HD) High Quality video quality or 12 Mbps for
Extra HD (EHD) video quality
iii. Device with working and good quality speakers.
(c) You may not be able to gain access to the AGM via the RPEV facilities if your connecting device is on network with
firewall and other security filtration. Seek onsite IT/technical support if required.
Entitlement to Participate and Vote
• Only shareholders whose names appear on the General Meeting ROD as at 20 May 2024 shall be eligible to participate
at the 47th AGM.
• If a shareholder is unable to participate at the 47th AGM, he/she may appoint proxy/proxies, including the Chairman, to
participate and vote on his/her behalf.
• If a shareholder wishes to participate in the 47th AGM, they must not submit a Proxy Form. A shareholder will not be
allowed to participate in the meeting if they have appointed proxy/proxies.
Note to Users of the RPEV Facilities:
i. Should your application to join the meeting be approved, Boardroom will facilitate your participation in the live stream
meeting and remote voting. Your login to the Virtual Meeting Portal on the day of meeting will indicate your presence at
the virtual meeting.
ii. If you encounter any issues with login, connecting to the live stream meeting or online voting, please call Boardroom at
+603-7890-4700 or send an email to bsr.helpdesk@boardroomlimited.com for assistance.
5. Mode of Communication
You may submit questions relating to the agenda items of the 47th AGM in advance via the Boardroom Smart Investor
Portal at https://investor.boardroomlimited.com, commencing from 20 May 2024 and in any event no later than Saturday,
25 May 2024 at 10.00 a.m. using the same user ID and password provided in Step 2 (under note 4) above, and select
“SUBMIT QUESTION” to pose questions
Alternatively, you may submit any questions for the Chairman/Board during the 47th AGM using the Messaging window
facility which will open concurrently with the Virtual Meeting Portal one (1) hour before the scheduled commencement of
the 47th AGM, i.e. from 9.00 a.m. on Monday, 27 May 2024.
The Chairman and management will respond to their best endeavours, questions submitted by shareholders which relate
to the matters in the agenda of the 47th AGM. Questions that are similar or on the same matter may be consolidated and
answered together.
448 449
2023 Integrated Annual Report
KPS Berhad
2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
chapter 7
sustainability statement
about this report chapter 6
managing risks
chapter 8
leadership
chapter 3
investor relations
chapter 9
governance
chapter 4
management discussion
and analysis
chapter 10
financial statements
chapter 5
our material matters
chapter 11
stakeholders information
6. Lodgement of Proxy Form
Please deposit your completed Proxy Form at the office of Boardroom Share Registrars Sdn Bhd at 11th Floor, Menara
Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia,
not less than forty-eight (48) hours before the time appointed for the holding of the 47th AGM, ie not later than Saturday,
25 May 2024 at 10.00 am.
7. Communication Guidance
Shareholders are also reminded to monitor the Company’s website and announcements for any changes to the 47th AGM
arrangements.
8. Revocation of Proxy
If you have submitted your Form(s) of Proxy and subsequently decide to appoint another person or wish to participate
in our electronic 47th AGM by yourself, please write in to bsr.helpdesk@boardroomlimited.com to revoke the earlier
appointed proxy 24 hours before the meeting. The revocation of proxy can also be done via BSP with the step as follows:
i. Click Meeting Event and Enter Kumpulan Perangsang Selangor Berhad 47th Annual General Meeting (“KPS 47th
AGM”)
ii. Go to “Submitted eProxy Form list” and click “View” for the eProxy form.
iii. Click “Cancel/Revoke” at the bottom of the eProxy form.
iv. Click “Proceed” to confirm.
9. No Door Gifts/Vouchers
No door gifts or e-vouchers will be distributed to shareholders/proxies who participate in the 47th AGM.
10. Recording or Photography at the Virtual 47th AGM
No recording or photography of the 47th AGM proceeding is allowed without the prior written permission of the Company.
11. Personal Data Privacy
By registering for the remote participation and electronic voting meeting and/or submitting the instrument appointing a
proxy(ies) and/or representative(s), the member of the Company has consented to the use of such data for purposes of
processing and administration by the Company (or its agents); and to comply with any laws, listing rules, regulations and/
or guidelines. The member agrees that he/she will indemnify the Company in respect of any penalties, liabilities, claims,
demands, losses and damages as a result of the shareholder’s breach of warranty.
12. Enquiries
Should you have any enquiry prior to the 47th AGM or if you wish to request technical assistance to participate in the
47th AGM, please contact Boardroom during office hours (8.30 a.m. to 5.30 p.m.) as follows:
Boardroom Share Registrars Sdn Bhd
Help Desk
Tel: +603 7890 4700
Email: bsr.helpdesk@boardroomlimited.com
administrative guide for shareholders
450 2023 Integrated Annual Report
KPS Berhad
chapter 2
values created
chapter 1
about KPS Berhad
about this report chapter 3
investor relations
chapter 4
management discussion
and analysis
chapter 5
our material matters proxy form
KUMPULAN PERANGSANG SELANGOR BERHAD
Registration No.197501002218 (23737-K) (Incorporated in Malaysia)
No. of Ordinary Shares Held
CDS Account No.
Proxy Form for the 47th AGM
I/We ………………………………………………………………………………………………………..................................................................................….
(Full name in capital letters)
NRIC No./Passport No./Registration No. ……………........................................................………………………………………...........................………….
of……………………….......................................................…………………………………………………………………………………............................…..
....………………………….......................................................………………………………………………………...…………………...........................………
……………………………………………………………….......................................................…………………………………………............................……..
(Full address)
being a member/members of Kumpulan Perangsang Selangor Berhad (“the Company”), hereby appoint:
or falling him/her, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the 47th AGM of
the Company, which will be conducted virtually through live streaming and online voting via the Remote Participation and Electronic Voting
(“RPEV”) facilities at https://investor.boardroomlimited.com from the Broadcast Venue at KPS Berhad Corporate Office, 17th Floor, Plaza
Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan on Monday, 27 May 2024 at 10.00 a.m. and at any time
adjournment thereof.
and/ or* (*delete as appropriate)
Full Name (in Block): NRIC/Passport No.: Proportion of Shareholdings
No. of Shares %
Address:
Email Address:
Mobile Phone No.:
Full Name (in Block): NRIC/Passport No.: Proportion of Shareholdings
No. of Shares %
Address:
Email Address:
Mobile Phone No.:
My/Our proxy is to vote as indicated below:
Resolution Agenda For Against
Ordinary Resolution 1 To approve a single tier final dividend of 1 sen per share in respect of the financial
year ended 31 December 2023.
Ordinary Resolution 2 To re-elect Ts. Saipolyazan bin Mat Yusop who retires pursuant to Clause 78 of the
Company’s Constitution and who being eligible offers himself for re-election.
Ordinary Resolution 3 To re-elect the following Directors who retire pursuant to Clause 76(3) of the
Company’s Constitution and who being eligible offer themselves for re-election:
Dato’ Setia Haris bin Kasim
Ordinary Resolution 4 Sharmila Sekarajasekaran
Ordinary Resolution 5 To approve the payment of Directors’ Remuneration to the Directors up to an amount
of RM1,798,700 for the period immediately after the 47th AGM until the next AGM of
the Company.
Ordinary Resolution 6 To re-appoint Messrs BDO PLT as Auditors of the Company for the financial year
ending 31 December 2024 and to authorise the Directors to fix their remuneration.
Ordinary Resolution 7 Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature with KPS Berhad and its Subsidiaries.
(Please indicate with an “X” in the spaces provided how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain voting
at his/her discretion).
..............…………………………………...... Dated this ……………day of........……………... 2024
Signature/Common Seal of Shareholder
Notes:
1. IMPORTANT NOTICE
The Broadcast Venue is strictly for the purpose of complying with
Section 327(2) of the CA2016, which requires the Chairperson of the
meeting to be present at the main venue of the meeting.
Shareholders WILL NOT BE ALLOWED to attend the 47th AGM in person
at the Broadcast Venue on the day of the meeting.
Shareholders are to attend, speak (including posing questions to the
Board via real-time submission of typed texts) and vote (collectively,
“participate”) remotely at the 47th AGM via the RPEV facilities at https://
investor.boardroomlimited.com
Please follow the procedures in the Administrative Guide for
Shareholders for the 47th AGM and read Notes (2) to (13) below to
participate remotely via RPEV facilities.
2. For the purpose of determining who shall be entitled to attend this 47th
AGM via RPEV facilities, the Company shall be requesting Bursa Malaysia
Depository Sdn Bhd to make available to the Company, a Record of
Depositors as of 20 May 2024. Only a member whose name appears
on this Record of Depositors shall be entitled to attend this 47th AGM via
RPEV facilities or appoint a proxy to attend, speak and vote on his/her/its
behalf.
3. A member who is entitled to attend and vote at this 47th AGM via RPEV
facilities is entitled to appoint a proxy or attorney or, in the case of a
corporation, to appoint a duly authorised representative to attend,
participate, speak and vote in his/her/its place. A proxy may but need
not be a member of the Company.
4. A member of the Company who is entitled to attend and vote at the
47th AGM of the Company may appoint not more than two (2) proxies
to attend, participate, speak and vote instead of the member at the 47th
AGM via RPEV facilities.
5. If two (2) proxies are appointed, the entitlement of those proxies to vote
on a show of hands shall be in accordance with the listing requirements
of the stock exchange.
6. Where a member of the Company is an authorised nominee as defined
in the Securities Industry (Central Depositories) Act 1991 (“Central
Depositories Act”), it may appoint not more than two (2) proxies in
respect of each securities account it holds in ordinary shares of the
Company standing to the credit of the said securities account.
7. Where a member of the Company is an exempt authorised nominee
who holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”), there is no
limit to the number of proxies which the exempt authorised nominee
may appoint in respect of each omnibus account it holds. An exempt
authorised nominee refers to an authorised nominee defined under the
Central Depositories Act, which is exempted from compliance with the
provisions of Section 25A(1) of the Central Depositories Act.
8. Where a member appoints more than one (1) proxy, the proportion of
shareholdings to be represented by each proxy must be specified in the
instrument appointing the proxies.
9. The instrument appointing a proxy shall be in writing under the hand of the
appointer or his attorney duly authorised in writing or if the appointer is a
corporation either under seal or under the hand of an officer or attorney
duly authorised. The appointment of a proxy may be made in hard copy
form or by electronic form. If the appointment is made in hard copy form,
the Proxy Form must be deposited with Boardroom Share Registrar Sdn
Bhd (“Boardroom”)’s Office at 11th Floor, Menara Symphony, No. 5, Jalan
Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul
Ehsan, Malaysia, or alternatively, to submit your electronic Proxy Form via
Boardroom Smart Investor Portal at https://investor.boardroomlimited.
com not less than 48 hours before the time fixed for holding the meeting.
10. Please ensure ALL the particulars as required in the proxy form are
completed, signed and dated accordingly.
11. The last date and time for lodging the proxy form is at 10.00 a.m. on 25 May
2024.
12. Any authority pursuant to which such an appointment is made by a power
of attorney must be deposited with the Boardroom’s Office at 11th Floor,
Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200
Petaling Jaya, Selangor Darul Ehsan, Malaysia, or alternatively, to submit
your electronic Proxy Form via Boardroom Smart Investor Portal at https://
investor.boardroomlimited.com not less than 48 hours before the time
appointed for holding the 47th AGM or adjourned general meeting at which
the person named in the appointment proposes to vote. A copy of the
power of attorney may be accepted provided that it is certified notarially
and/or in accordance with the applicable legal requirements in the relevant
jurisdiction in which it is executed.
13. For a corporate member who has appointed a representative, please deposit
the ORIGINAL certificate of appointment with the Boardroom’s Office at
11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13,
46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, or alternatively, submit
your electronic Proxy Form via Boardroom Smart Investor Portal at https://
investor.boardroomlimited.com. The certificate of appointment should be
executed in the following manner:
i. If the corporate member has a common seal, the certificate of
appointment should be executed under seal in accordance with the
constitution of the corporate member.
ii. If the corporate member does not have a common seal, the certificate of
appointment should be affixed with the rubber stamp of the corporate
member (if any) and executed by:
a. at least two (2) authorised officers, of whom one shall be a director;
or
b. any director and/or authorised officers in accordance with the laws
of the country under which the corporate member is incorporated.
BOARDROOM SHARE REGISTRARS SDN BHD
[Registration No. 199601006647 (378993-D)]
11th Floor, Menara Symphony
No. 5, Jalan Prof. Khoo Kay Kim
Seksyen 13, 46200 Petaling Jaya
Selangor Darul Ehsan, Malaysia
Tel: +603 7890 4700 Fax: +603 7890 4650
Affix
stamp
here
Fold here along dotted line
THRO
UGH
CHAL
LENG
ES 2023
integrated annual report
LEADING
we invest in better
Kumpulan Perangsang Selangor Berhad
Registration No. 197501002218 (23737-K)
17th Floor, Plaza Perangsang,
Persiaran Perbandaran 40000 Shah Alam,
Selangor Darul Ehsan, Malaysia.
T: +603 – 5524 8400
www.kps.com.my
This Integrated Annual Report is printed on environmentally-friendly paper.
Kumpulan Perangsang Selangor Berhad 197501002218 (23737-K) 2023 Integrated Annual Report
