Table Of Co nte nt

02 Notice of the Twenty-Sixth Annual General Meeting

09 Corporate Information

10 Corporate Structure

11 Profile of Directors

14 Profile of Key Senior Management

15 Group Financial Highlights

16 Chairman’s Statement and Management

Discussion and Analysis

21 Corporate Governance Overview Statement

39 Sustainability Statement

48 Additional Compliance Information

49 Audit Committee Report

53 Statement on Risk Management and Internal Control

57 Directors’ Responsibility Statement In Respect of

The Preparation of The Audited Financial Statements

58 Reports and Financial Statements

153 List of Properties

154 Analysis of Shareholdings

157 Analysis of Warrants A Holdings

Proxy Form
02 AMTEL HOLDINGS BERHAD

NOTICE OF THE
TWENTY-SIXTH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Twenty-Sixth Annual General Meeting (“26th AGM”) of Amtel Holdings
Berhad (“AHB” or “Company”) will be conducted on a virtual basis at the broadcast venue at AHB Office,
Board Room, Level 3, Wisma Amtel, No. 12, Jalan Pensyarah U1/28, Hicom Glenmarie Industrial Park, 40150
Shah Alam, Selangor Darul Ehsan on Wednesday, 24 May 2023 at 11:00 a.m. for the purpose of transacting
the following businesses:

AS ORDINARY BUSINESS

1. To receive the Audited Financial Statements for the financial year ended (Please refer to
30 November 2022 together with the Reports of the Directors and Auditors Explanatory Note 1 on
thereon. Ordinary Business)

2. To approve the payment of Directors’ fees amounting to RM330,000 for the (Ordinary Resolution 1)
financial year ending 30 November 2023.

3. To approve the payment of Directors’ benefits and other claimable benefits (Ordinary Resolution 2)
incurred from 25 May 2023 until the conclusion of the Company’s next
Annual General Meeting (“AGM”).

4. To re-elect YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin who retires by (Ordinary Resolution 3)
rotation in accordance with Clause 165 of the Company’s Constitution and
being eligible, has offered himself for re-election.

5. That subject to their consent to act, HLB Ler Lum Chew PLT be and are (Ordinary Resolution 4)
hereby appointed as the Auditors of the Company in place of the retiring
Auditors, Baker Tilly Monteiro Heng PLT to hold office until the conclusion of
the next Annual General Meeting of the Company at a remuneration to be
agreed between the Directors and the Auditors.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions, with or without any
modifications:

6. Authority to Directors to allot and issue shares pursuant to Sections 75 and (Ordinary Resolution 5)
76 of the Companies Act 2016

“THAT subject always to the Companies Act 2016 (“the Act”), the
Constitution of the Company, and the approvals from Bursa Malaysia
Securities Berhad (“Bursa Securities”) and any other relevant governmental
and/or regulatory authorities, where such approval is necessary, the
Directors be and are hereby authorised pursuant to the Act, to issue and
allot shares in the Company, at any time, at such price, to such persons
and upon such terms and conditions and for such purposes as the Directors
may, in their absolute discretion, deem fit, provided that the aggregate
number of shares to be issued pursuant to this resolution does not exceed
ten per centum (10%) of the total number of issued shares of the Company
for the time being;

THAT pursuant to Section 85 of the Act to be read together with Clause 31

of the Constitution of the Company, approval be and is hereby given to
waive the statutory pre-emptive rights of the shareholders of the Company
to be offered new shares of the Company ranking equally to the existing
issued shares arising from any issuance of new shares in the Company
pursuant to Sections 75 and 76 of the Act;

THAT the Directors be and are also empowered to obtain the approval
for the listing of and quotation for the additional shares so issued on Bursa
Securities;

AND THAT such authority shall continue to be in force until the conclusion of
the next AGM of the Company.”
 ANNUAL REPORT 2022 03

NOTICE OF THE
TWENTY-SIXTH ANNUAL GENERAL MEETING
(Continued)

7. Proposed Renewal of Authority for Share Buy-Back (Ordinary Resolution 6)

“THAT subject to the Act, the provisions of the Constitution of the Company,
Main Market Listing Requirements of Bursa Securities and any other relevant
governmental and/or regulatory authorities, the Company be and is hereby
authorised, to the fullest extent permitted by law, to purchase such amount
of ordinary shares in the Company (“Proposed Share Buy-Back”) as may be
determined by the Directors from time to time through Bursa Securities upon
such terms and conditions as the Directors may deem fit and expedient in
the interest of the Company provided that the aggregate number of shares
purchased pursuant to this resolution does not exceed ten per centum
(10%) of the total number of issued shares of the Company as at the point
of purchase and that an amount not exceeding the Company’s retained
profits at the time of the purchase(s) will be allocated by the Company for
the Proposed Share Buy-Back;

THAT the authority conferred by this resolution will be effective immediately

and shall continue in force until:

(a) the conclusion of the next AGM of the Company following the
general meeting at which such resolution was passed at which time
it shall lapse unless by ordinary resolution passed at that meeting, the
authority is renewed, either conditionally or subject to conditions; or

(b) the expiration of the period within which the next AGM of the
Company after that date is required by law to be held; or

(c) revoked or varied by ordinary resolution passed by shareholders in a

general meeting,

whichever occurs first;

AND THAT authority be and is hereby given unconditionally and generally

to the Directors to take all such steps as are necessary or expedient
(including without limitation, the opening and maintaining of central
depository account(s) under the Securities Industry (Central Depositories)
Act 1991, and the entering into all other agreements, arrangements
and guarantee with any party or parties) to implement, finalise and give
full effect to the aforesaid purchase with full powers to assent to any
conditions, modifications, revaluations, variations and/or amendments (if
any) as may be imposed by the relevant authorities and with the fullest
power to do all such acts and things thereafter (including without limitation,
the cancellation or retention as treasury shares of all or any part of the
repurchased shares or distribute the treasury shares as dividends to the
shareholders and/or resell on Bursa Securities and/or transfer the shares or
any of the shares as purchase consideration and/or cancel all or part of
them) in accordance with the Act, the provisions of the Constitution of the
Company and the requirements and/or guidelines of Bursa Securities and
all other relevant governmental and/or regulatory authorities and to do all
such things as the said Directors may deem fit and expedient in the best
interest of the Company.”
04 AMTEL HOLDINGS BERHAD

NOTICE OF THE
TWENTY-SIXTH ANNUAL GENERAL MEETING
(Continued)

8. Waiver of Pre-Emptive Rights for Issuance of New Shares under Employees (Ordinary Resolution 7)
Share Option Scheme (“ESOS”)

“THAT further to shareholders’ approval obtained on 25 May 2022 on

the Long-Term Incentive Plan, which comprises the ESOS and the Share
Grant Plan and pursuant to Section 85(1) of the Act and Clause 31 of the
Constitution of the Company, shareholders hereby waive their pre-emptive
rights over all options and/or grants offered/to be offered pursuant to
the ESOS and/or any new shares to be issued pursuant to the exercise of
such options and/or the vesting of such grants by eligible employees and
executive directors of the Company and its subsidiaries, such new shares,
when issued, shall rank pari passu with the existing shares.”

9. To transact any other business of which due notice shall have been given.

By Order of the Board

CHIN MUN YEE (SSM PC No. 201908002785) (MAICSA 7019243)
HOH YIT FOONG (SSM PC No. 201908000074) (LS 0018)
Company Secretaries

Selangor Darul Ehsan

30 March 2023

Notes:

1. A member of the Company entitled to participate and vote at this Meeting is entitled to appoint a
proxy to participate and vote in his /her stead. Where a member appoints more than one (1) proxy
to attend, participate, speak and vote at the same AGM of the Company, the appointments shall be
invalid unless the proportion of the shareholdings to be represented by each proxy is specified. There
shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the
Meeting of the Company shall have the same rights as the member to attend, participate, speak and
vote at the Meeting.

2. The broadcast venue, which is the main venue of the AGM of the Company is strictly for the purpose of
complying with Section 327(2) of the Act which requires the Chairman of the Meeting to be present at
the main venue of the AGM of the Company. Members, proxies and/or corporate representatives will
not be allowed to be physically present at the broadcast venue on the day of the Meeting.

As guided by the Securities Commission Malaysia’s Guidance Note and Frequently Asked Questions
on the Conduct of General Meetings for Listed Issuers and its subsequent amendments, the right to
speak is not limited to verbal communication only but includes other modes of expression. Therefore,
all members, proxies and/or corporate representatives shall communicate with the main venue of the
AGM of the Company via real-time submission of typed texts through a text box within Securities Services
e-Portal’s platform during the live streaming of the AGM of the Company as the primary mode of
communication. In the event of any technical glitch in this primary mode of communication, members,
proxies and/or corporate representatives may email their questions to [email protected] during
the AGM of the Company. The questions and/or remarks submitted by the members, proxies and/or
corporate representatives will be broadcasted and responded to by the Chairman, Board of Directors
and/or Management during the AGM of the Company. In the event of any unattended questions and/
or remarks submitted, the Company will respond to the said unattended questions and/or remarks after
the AGM of the Company via email.

3. In respect of deposited securities, only members whose names appear in the Record of Depositors on
17 May 2023 shall be entitled to participate and vote at this Meeting.
 ANNUAL REPORT 2022 05

NOTICE OF THE
TWENTY-SIXTH ANNUAL GENERAL MEETING
(Continued)

4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one (1) 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.

5. The instrument appointing a proxy shall be in writing under the hand of the member or of his
attorney duly authorised in writing or, if the member is a corporation, shall either be executed under
the corporation’s common seal or under the hand of an officer or attorney duly authorised. The
instrument appointing a proxy must be deposited at the office of SS E Solutions Sdn. Bhd. at Level 7,
Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala
Lumpur, Wilayah Persekutuan or submit the Proxy Form electronically via Securities Services e-Portal
at https://sshsb.net.my/ not later than forty-eight (48) hours before the time set for holding the AGM
of the Company or any adjournment thereof. The lodging of the Proxy Form does not preclude
any shareholder from participating and voting remotely at the AGM of the Company should any
shareholder subsequently wishes to do so, provided a Notice of Termination of Authority to act as Proxy
is given to the Company and deposited at the office of SS E Solutions Sdn. Bhd. at Level 7, Menara
Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur,
Wilayah Persekutuan not less than twenty-four (24) hours before the time stipulated for holding the AGM
of the Company or any adjournment thereof. All resolutions set out in this notice of meeting are to be
voted by poll.

6. Should you wish to personally participate in the Meeting remotely, please register electronically via
Securities Services e-Portal at https:www.sshsb.net.my/ by the registration cut-off date and time.

Please refer to the Administrative Guide for the 26th AGM for further details. The Administrative Guide for
the 26th AGM is available for download at https://amtel.com.my/annual-report or download from the
announcement on the 26th AGM from the website of Bursa Securities.

EXPLANATORY NOTES ON ORDINARY BUSINESS:

1. This Agenda item no. 1 is meant for discussion only, as the provision of Section 340(1)(a) of the Act does
not require the formal approval of the shareholders for the Audited Financial Statements for the financial
year ended 30 November 2022. Hence, this Agenda item is not put forward for voting.

2. Ordinary Resolution 1

The Ordinary Resolution 1 is proposed to obtain approval in advance of their entitlement and that the
existing Directors may be paid in the course of the financial year.

3. Ordinary Resolution 2

The Directors’ benefits comprise the allowances and other emoluments payable to the Directors, details
of which are as follows:

a) Meeting attendance allowances (per day) (for Executive Directors and Non-Executive Directors) is
RM400.00

b) Other benefits (for Non-Executive Directors only)

• Other claimable benefits

If the proposed Ordinary Resolution 2 is passed by the shareholders at the 26th AGM of the Company,
payment of benefits incurred by the Directors from 25 May 2023 until the Company’s next AGM will be
paid by the Company, as and when incurred.
06 AMTEL HOLDINGS BERHAD

NOTICE OF THE
TWENTY-SIXTH ANNUAL GENERAL MEETING
(Continued)

4. Ordinary Resolution 3

Pursuant to Clause 165 of the Company’s Constitution, at least one-third (1/3rd) of the Directors will retire
from office unless elected or re-elected at the AGM. All Directors shall submit themselves for re-election
at least once in every three (3) years. The Directors retiring will be those longest in office since their
last election. If Directors were elected on the same day, the Directors to retire will either be as agreed
between those Directors or by lot. If the total number of the Directors is not three (3) or a multiple of it,
the number nearest to one-third (1/3rd) will retire.

Hence, two (2) out of six (6) Directors are to retire in accordance with Clause 165 of the Company’s
Constitution. Mr. Siow Hock Lee, the retiring Director has expressed his intention not to seek re-election
and hence, Mr. Siow Hock Lee will hold office as a Director of the Company until the conclusion of the
26th AGM of the Company.

For the purpose of determining the eligibility of the Director to stand for re-election at the 26th AGM of
the Company, the Board of Directors through its Nomination Committee undertakes a formal evaluation
to determine the eligibility of each retiring Director in line with the Malaysian Code on Corporate
Governance, which includes the following:

(i) Performance of the individual Directors; and

(ii) Fit and proper assessment.

Based on the results of the abovementioned evaluations, the Board of Directors considered the
performance of YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin to be effective. He was able to meet the
Board of Directors’ expectations in terms of probity, personal integrity and reputation, competency and
capability, financial integrity and time commitment vide a declaration form based on the Fit and Proper
Policy. He had abstained from deliberations and decisions on his eligibility to stand for re-election at the
meetings of the Board of Directors and Nomination Committee, where relevant.

5. Ordinary Resolution 4

The Company had on 20 March 2023 received a Notice of Nomination of Auditors (a copy of which is
annexed and marked as “Appendix A”) with the intention to propose the following resolution:

“That subject to their consent to act, HLB Ler Lum Chew PLT be and are hereby appointed as the
Auditors of the Company in place of the retiring Auditors, Baker Tilly Monteiro Heng PLT to hold office
until the conclusion of the next Annual General Meeting of the Company at a remuneration to be
agreed between the Directors and the Auditors.”

The Board of Directors has reviewed the recommendation from the Audit Committee and has agreed
with the appointment of HLB Ler Lum Chew PLT as Auditors of the Company, subject to their consent to
act as Auditors pursuant to Section 264(5) of the Act in place of the retiring Auditors, Baker Tilly Monteiro
Heng PLT and shareholders’ approval.

EXPLANATORY NOTES ON SPECIAL BUSINESS:

1. Ordinary Resolution 5 – Authority to Directors to allot and issue shares pursuant to Sections 75 and 76 of
the Act

The proposed Ordinary Resolution 5 is a renewal of the general mandate for issuance of shares granted
to the Directors at the last AGM of the Company (“Previous Mandate”). This resolution, if passed, will
empower the Directors, from the date of the 26th AGM of the Company until the next AGM of the
Company, to allot and issue new shares of the Company up to an amount not exceeding ten per
centum (10%) of the total number of issued shares of the Company at any time to such persons and for
such purposes as the Directors consider would be in the best interests of the Company. This authority,
unless revoked or varied at a general meeting, will expire at the next AGM of the Company.
 ANNUAL REPORT 2022 07

NOTICE OF THE
TWENTY-SIXTH ANNUAL GENERAL MEETING
(Continued)

The purpose of this general mandate is to eliminate the need to seek shareholders’ approval to
convene general meeting(s) from time to time as and when the Company issues new shares for future
business opportunities and thereby reducing administrative time and cost associated. The Directors
would utilise the proceeds raised from this mandate for possible fundraising exercises including but not
limited to further placement of shares, for the purpose of working capital, funding current and/or future
investment project(s), repayment of borrowings and/or acquisition or such other applications they may
in their absolute discretion deem fit.

As at the date of this notice of meeting, no new shares were issued pursuant to the Previous Mandate
granted to the Directors which will lapse at the conclusion of this 26th AGM of the Company.

2. Ordinary Resolution 6 – Proposed Renewal of Authority for Share Buy-Back

The proposed Ordinary Resolution 6, if passed, will empower the Directors to purchase the Company’s
shares of up to a maximum of ten per centum (10%) of the total number of issued shares of the
Company by utilising the funds allocated out of the retained profits of the Company. This authority,
unless revoked or varied at a general meeting, will expire at the conclusion of the next AGM of the
Company.

Further information on the Proposed Renewal of Authority for Share Buy-Back is set out in the Statement
to Shareholders dated 30 March 2023.

3. Ordinary Resolution 7 – Waiver of Pre-Emptive Rights for Issuance of New Shares under ESOS

The Long-Term Incentive Plan, which comprises the ESOS and the Share Grant Plan was approved by the
shareholders on 25 May 2022. Subsequent to the approval, the Company now seeks for waiver of the
pre-emptive rights pursuant to Section 85(1) of the Act read together with Clause 31 of the Constitution
of the Company from the shareholders.

STATEMENT ACCOMPANYING
NOTICE OF AGM
(PURSUANT TO PARAGRAPH 8.27(2) OF THE MAIN MARKET
LISTING REQUIREMENTS OF BURSA SECURITIES)

(i) Details of an individual who is standing for election as Director

- No individual is seeking election as a Director at the 26th AGM of the Company.

(ii) Authority for Directors to allot and issue shares pursuant to Sections 75 and 76 of the Act.

- Please refer to item (1) of the Explanatory Notes of Special Business.

08 AMTEL HOLDINGS BERHAD

APPENDIX A
 ANNUAL REPORT 2022 09

CORPORATE
INFORMATION

YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin

Non-Independent Non-Executive Chairman

Dato’ Koid Hun Kian

Chief Executive Officer

BOARD OF
Mr. Siow Hock Lee
Independent Non-Executive Director

DIRECTORS Ir. Chew Yook Boo

Independent Non-Executive Director

Mr. Lim Hun Teik

Executive Director
Mr. Koid Siang Loong
Executive Director

AUDIT COMMITTEE REGISTERED OFFICE

Ir. Chew Yook Boo (Chairman) Level 3, Wisma Amtel

YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin No. 12, Jalan Pensyarah U1/28
Mr. Siow Hock Lee Hicom Glenmarie Industrial Park
40150 Shah Alam, Selangor Darul Ehsan
Tel : (603) 5567 3500
NOMINATION COMMITTEE Fax : (603) 5567 3555

Ir. Chew Yook Boo (Chairman)

YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin SHARE REGISTRAR
Mr. Siow Hock Lee
Securities Services (Holdings) Sdn Bhd
Level 7, Menara Milenium
REMUNERATION COMMITTEE Jalan Damanlela, Pusat Bandar Damansara
Damansara Heights, 50490 Kuala Lumpur
Mr. Siow Hock Lee (Chairman) Tel : (603) 2084 9000
YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin Fax : (603) 2094 9940
Ir. Chew Yook Boo

STOCK EXCHANGE LISTING

COMPANY SECRETARIES
Main Market of Bursa Malaysia Securities Berhad
Ms. Chin Mun Yee (MAICSA 7019243) Stock Name : Amtel
(SSM PC No. 201908002785) Stock Code : 7031
Ms. Hoh Yit Foong (LS 0018)
(SSM PC No. 201908000074)
WEBSITE

AUDITORS www.amtel.com.my

Baker Tilly Monteiro Heng PLT

(LLP0019411-LCA) & AF0117
Baker Tilly Tower
Level 10, Tower 1, Avenue 5
Bangsar South City
59200 Kuala Lumpur
Tel : (603) 2297 1000
Fax : (603) 2282 9980
10 AMTEL HOLDINGS BERHAD

CORPORATE
STRUCTURE

AMTEL HOLDINGS BERHAD

Registration No. 199601037096
(409449-A)

Information & Telecommunications,

Communication Infrastructure & Others
Technology Services

100% 100% 100% 100%

Amtel Amtel
Amtel Cellular Metrarama
Communications Resources
Sdn. Bhd. Sdn. Bhd.
Sdn. Bhd. Sdn. Bhd.
199301023413 199801018282
199301019957 198101007219
(278151-D) (474411-K)
(274695-V) (73335-P)

100% 30%
WAMM
Amnavi
Bersekutu
Sdn. Bhd.
Sdn. Bhd.
200601031705
198501005419
(751464-V)
(137860-P)

100%
Amtel
Pte. Ltd.
(201332446R)

100%
Amtel Intelligence
Sdn. Bhd.
202001001413
(1357732-U)

35%
Milan Utama
Sdn. Bhd.
200501025101
(707234-W)
 ANNUAL REPORT 2022 11

PROFILE OF
DIRECTORS

YTM. TUNKU DATO’ SERI KAMEL DATO’ KOID HUN KIAN

BIN TUNKU RIJALUDIN (Chief Executive Officer)
(Non-Independent Non-Executive Chairman)
Dato’ Koid Hun Kian, a Malaysian aged 66, male,
YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin, a is the Chief Executive Officer of AHB. He was first
Malaysian aged 69, male, is a Non-Independent appointed to the Board on 31 July 1997.
Non-Executive Chairman of Amtel Holdings Berhad
(“AHB” or “Company”). He was appointed as He is a qualified accountant by profession, having
Independent Non-Executive Chairman of AHB on admitted as a member of the Association of
27 July 2005. He was first appointed as Independent Chartered Certified Accountants (United Kingdom)
Non-Executive Director to the Board of Directors since 1985 and he is a member of Malaysian Institute
(the “Board”) on 31 July 1997. He is a member of of Accountants. He has wide experience in audit,
the Audit Committee, Nomination Committee and telecommunications, manufacturing, trading and
Remuneration Committee. Information and Communications Technology (ICT)
industries. Prior to joining AHB, he was attached to
He graduated with a Bachelor of Science various public accounting firms and a company
(Honours) degree and a Master degree in Business involved in investment holding, management
Administration from University of Tennessee, services, manufacturing and the trading of
Knoxville, United States of America in 1977 and 1980 telecommunications equipment.
respectively.
He is a major shareholder of AHB and Simfoni Kilat
He began his career in Sycip Gorres and Velayors Sdn. Bhd., which is also a substantial shareholder of
Kassim Chan Sdn. Bhd., a management consultancy AHB. He is also the father of Mr. Koid Siang Loong,
firm, as a management consultant in 1981. In 1983, who is one of the directors and a substantial
he joined Kedah Cement Sdn. Bhd., a company shareholder of AHB. Save as disclosed above, he
involved in the manufacturing and sale of cement, does not have any family relationship with any other
clinker and related products, as the International directors and/or major shareholders of AHB, nor
Sales Manager. In 1989, he joined Asli Jardine has he any conflict of interest with AHB. He has not
Insurance Brokers Sdn. Bhd., an insurance broking been convicted of any offences other than traffic
company, as the Principal Officer and Director. In offences within the past five (5) years and has not
1990, he joined Dagang Net Technologies Sdn. Bhd., been imposed of any public sanction or penalty
an information technology company. imposed by the relevant regulatory bodies during
the financial year.
Currently, he is a director of Dwitasik Sdn. Bhd., an
oil palm plantation company and he is also the
Chairman of QC Protection & Investigation Services
Sdn. Bhd. which is involved in the security services
industry. He also sits on the Board of other private
limited companies.

He does not have any family relationship with any

director and/or major shareholder of AHB, nor has
he any conflict of interest with AHB. He has not
been convicted of any offences other than traffic
offences within the past five (5) years and has not
been imposed of any public sanction or penalty
imposed by the relevant regulatory bodies during
the financial year.
12 AMTEL HOLDINGS BERHAD

PROFILE OF
DIRECTORS
(Continued)

SIOW HOCK LEE IR. CHEW YOOK BOO

(Independent Non-Executive Director) (Independent Non-Executive Director)

Siow Hock Lee, a Malaysian aged 66, male, is an Ir. Chew Yook Boo, a Malaysian aged 66, male, is an
Independent Non-Executive Director of AHB. He Independent Non-Executive Director of AHB. He was
has been a Director of AHB since its incorporation appointed to the Board on 8 February 2017. He is the
on 9 November 1996. He is the Chairman of the Chairman of the Audit Committee and Nomination
Remuneration Committee and a member of the Committee and a member of the Remuneration
Audit Committee and Nomination Committee. Committee.

He is a member of the Association of Chartered He graduated from University of East Asia and
Certified Accountants (United Kingdom) and University of Malaya with a Master degree in Business
Malaysian Institute of Accountants. He has extensive Administration and Bachelor degree (Honours) in
working experience as a professional accountant in Engineering respectively. He also holds a diploma in
public practice. Accounting and Finance.

He does not have any family relationship with any He has more than thirty (30) years of working
director and/or major shareholder of AHB, nor has experience in civil engineering and the operation
he any conflict of interest with AHB. He has not and maintenance of sewerage works/treatment
been convicted of any offences other than traffic plants including budgeting and planning. He started
offences within the past five (5) years and has not his career with Majlis Perbandaran Sungai Petani as
been imposed of any public sanction or penalty a Civil Engineer from 1981 to 1996. In 1997, he joined
imposed by the relevant regulatory bodies during Operasi Tembaga Sdn. Bhd. as a Managing Director
the financial year. in charge of land reclamation for development in
Langkawi. Subsequently, he joined Indah Water
Konsortium Sdn. Bhd. from 1998 to 2012 as a Unit
Manager.

He does not have any family relationship with any

director and/or major shareholder of AHB, nor has
he any conflict of interest with AHB. He has not
been convicted of any offences other than traffic
offences within the past five (5) years and has not
been imposed of any public sanction or penalty
imposed by the relevant regulatory bodies during
the financial year.
 ANNUAL REPORT 2022 13

PROFILE OF
DIRECTORS
(Continued)

LIM HUN TEIK KOID SIANG LOONG

(Executive Director) (Executive Director)

Lim Hun Teik, a Malaysian, aged 54, male, is an Koid Siang Loong, a Malaysian, aged 34, male, is an
Executive Director of AHB. He was appointed to the Executive Director of AHB. He was appointed to the
Board on 7 September 2020. Board on 19 May 2021.

He graduated with a Master Degree in Supply Chain He graduated with a Master of Engineering in
Management from Midwest Missouri University in Electrical and Electronic Engineering from Imperial
2008. He first joined the Group as a Senior Business College London, UK in 2011.
Development Manager of AMCSB in September
2005 and subsequently, promoted to Assistant He first joined AMCSB in October 2014 as a
General Manager in 2009. Afterwards, he took Corporate Manager and subsequently promoted to
over the role of General Manager of AMCSB in Assistant General Manager in 2016. Afterwards, he
2011 (subsequently rebranded into Chief Executive took over the role of Group Operations Manager
Officer in 2022) before appointed as director of of AHB in 2018 (subsequently rebranded into Chief
AHB in 2020. His responsibilities in the company Operation Officer in 2022) before appointed
includes overseeing company’s daily operations, as director of AHB in 2021. His responsibilities
liaising with business partners and customers, in the Company includes overseeing the
providing and implementing company’s guidelines, Group’s operations and ensuring the effective
operating policies and procedures to ensure implementation of the Group’s business strategy,
adherence to standards and best practices in the plan and policies. Prior to joining AMCSB, he
company. He has more than thirty years (30) years worked in London for Royal Bank of Scotland (RBS)
of working experience in quality engineering, project as a Business Analyst. He was also the co-founder
management and business development. Prior to of Belongingsfinder.org, a community-based lost
joining AMCSB, he worked for Soarway Enterprise and found portal being used to reconnect people
Co., Ltd as a Business Manager. with their lost cherished belongings, which won the
Social Enterprise award during a Startup Weekend
He does not have any family relationship with any challenge held in Cambridge, United Kingdom in
director and/or major shareholder of AHB, nor has 2011.
he any conflict of interest with AHB. He has not
been convicted of any offences other than traffic He is a substantial shareholder of AHB and the
offences within the past five (5) years and has not son of Dato’ Koid Hun Kian, the Chief Executive
been imposed of any public sanction or penalty Officer, and a major shareholder of AHB. He is also
imposed by the relevant regulatory bodies during a director and shareholder of Simfoni Kilat Sdn.
the financial year. Bhd., which is also a substantial shareholder of AHB.
Save as disclosed above, he does not have any
family relationship with any other directors and/or
major shareholders of AHB, nor has he any conflict
of interest with AHB. He has not been convicted of
any offences other than traffic offences within the
past five (5) years and has not been imposed of any
public sanction or penalty imposed by the relevant
regulatory bodies during the financial year.
14 AMTEL HOLDINGS BERHAD

PROFILE OF
KEY SENIOR MANAGEMENT

CHIN WOU CHAU

(Director, Amtel Resources Sdn. Bhd. (“ARSB”))

Chin Wou Chau, a Malaysian aged 72, male, was appointed as a Director of ARSB on 11 February 1999.

He graduated with a Bachelor of Science degree in Electrical and Electronic Engineering from Heriot-Watt
University, Edinburgh in 1977.

He joined ARSB in April 1983 as a project engineer before assuming his current position as general manager in
1999 (subsequently rebranded into Chief Executive Officer in 2022). He is responsible for the company’s daily
operations including sales, technical support and general administration of the company. In addition, he also
liaises with the business partners and customers of the company. He has more than thirty-five (35) years of
working experience in engineering industry. Prior to joining ARSB, he was a Senior System Engineer for T-Cas
Inc.

He does not have any family relationship with any director and/or major shareholder of AHB, nor has he any
conflict of interest with AHB. He has not been convicted of any offences other than traffic offences within
the past five (5) years and has not been imposed of any public sanction or penalty imposed by the relevant
regulatory bodies during the financial year.
 ANNUAL REPORT 2022 15

GROUP FINANCIAL
HIGHLIGHTS
SUMMARY OF PAST FIVE YEARS

FINANCIAL YEARS ENDED 2018 2019 2020 2021 2022

30 NOVEMBER RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000

Revenue 50,926 * 63,170 56,041 54,728 60,500

Profit Before Tax Expense 1,719 * 6,296 5,583 5,288 3,410

Profit For The Financial Year 1,023 4,828 4,061 3,558 2,090

Total Assets 61,532 65,498 81,779 86,213 82,520

Total Borrowings 1,623 503 629 2,237 752

Shareholders’ Equity 45,195 50,024 61,933 65,493 66,291

Net Assets 45,195 50,024 61,933 65,493 66,291

Basic Earnings Per Share (Sen) 1.42 #* 5.94 #

4.88 #
3.84 #
2.15

Net Assets Per Share (Sen) 46.33 #

51.28 #
63.49 #
67.14 #
67.95

# Retrospectively adjusted following the completion of bonus issue of shares on 24 February 2021.
* These are inclusive of continuing and discontinued operations.
16 AMTEL HOLDINGS BERHAD

CHAIRMAN’S STATEMENT AND

MANAGEMENT DISCUSSION AND ANALYSIS

Dear valued shareholders,

On behalf of the Board of Directors of the Company (“the Board”), we are honoured
to present to you the Annual Report of Amtel Holdings Berhad and its subsidiaries
(“the Group”) for the financial year ended 30 November 2022 (FYE 2022).

BUSINESS AND OPERATIONS OVERVIEW FINANCIAL RESULTS AND PERFORMANCE

Our Group continues to strengthen its core Review of Financial Performance

businesses in Information & Communication
Technology (“ICT”) and Telecommunications, For FYE 2022, our Group achieved total revenue of
Infrastructure & Services (“TIS”) and to a lesser extent RM60.50 million as compared to RM54.73 million for
investment holding and property investment. the financial year ended 30 November 2021 (“FYE
2021”). ICT segment was the main driver for the
After nearly two years of battling the COVID-19 increase in the Group’s revenue mainly attributed to
pandemic, with the reopening of our borders and higher sales volume in the current financial year.
relaxation of COVID-19 related Standard Operating
Procedures (“SOPs”), 2022 is the year where we
However, during the financial year our ICT segment
transition towards the endemic phase. We see an
upswing in economic activities in various sectors experienced compressions in margins for sales of
such as the tourism sector and also the consumer certain products and services. Moreover, our TIS
products and services sector due to the pent-up segment reported a loss after tax that has weaken
demand to travel and buy things. However, those the Groups’ overall performance during the financial
companies in the technology or telecommunication year. On this account, our Group’s profit after tax for
segment are one of the hardest hit sectors due to the financial year retreat from RM3.56 million in FYE
the increased commodity prices which led to the 2021 to RM2.09 million in FYE 2022.
increased in raw materials price.
As of FYE 2022, our Group’s total assets stood at
As Malaysia’s automotive total industry volume RM82.52 million, a drop as compared to RM86.21
(“TIV”) hit a record high of 720,658 units in 2022, our million in FYE 2021. Shareholders’ funds grew to
ICT segment benefited from the large backlog orders RM66.29 million from RM65.49 million in FYE 2021 as
with increase in sales volume for our automotive a result of accumulation in retained earnings. Group
accessories. However, the supply chain bottlenecks net assets value per share increase to 67.95 sen from
are still prominent during FYE 2022 as we resort to 67.14 sen as of FYE 2021.
making purchases on certain chips and components
for our products via alternative channels at a much Liquidity and Capital Investment
higher price in order to prevent any supply disruptions
to our automotive customers. The increased in raw
Our Group continues to manage our financial
materials price, weakened Ringgit Malaysia against
resources prudently and maintaining a healthy
the US Dollar, coupled with higher logistic costs
level of cash reserve. We have been financing our
and increased in operating overheads ultimately
impacted our Group’s margin on the ICT segment. operations through internally generated funds with
minimal gearing. As of FYE 2022, our Group is in net
For the TIS segment, the entire industry itself is also cash position with cash reserve totalling RM21.71
facing similar problems such as higher material costs million (2021: RM27.16 million) which comprises
(which has no signs of slowdown) and shortage of mainly cash at banks and in hand, term deposits,
workers. Due to the on-going commitments with our fixed income fund and net of bank overdrafts.
existing customers, we had to temporarily relocate Our current assets of RM49.46 million outstripped
certain workers from the different regions to Klang current liabilities of RM16.03 million, indicating our
Valley to complete the projects within the stipulated strong ability to meet financial obligations as and
timeframe. These undoubtedly led to higher when they fall due as well as to fund new business
operating overheads. ventures.

Despite all these headwinds, our Group still

managed to generate a profit after tax of RM2.09
million for FYE 2022.
 ANNUAL REPORT 2022 17

CHAIRMAN’S STATEMENT AND

MANAGEMENT DISCUSSION AND ANALYSIS
(Continued)

REVIEW OF OPERATIONS

Information & Communication Technology Segment (“ICT”)

The ICT segment continues to be our core business, accounting for 86.4% of our Group’s revenue
(2021: 78.5%) and all the Group’s profit for the financial year.

For FYE 2022, the segment posted a revenue of RM52.29 million which is 21.7% higher than the RM42.96 million
recorded in the preceding financial year. Apart from the increased in raw material costs, weakened Ringgit
Malaysia against the US Dollar, higher logistic costs and increased operating overheads which has affected
our margin as explained in the overview section above, our manufacturing lines were not able to operate
at maximum efficiency as there were many instances of production line down due to the inability of certain
suppliers to cope with the pent-up demand. Our buffered stocks were wiped out at some point and we had
to work overtime once the delayed components have finally arrived at our factory.

As a results, despite achieving a higher segment revenue, our ICT segment close off the financial year with a
lower profit after tax of RM3.38 million in comparison to FYE 2021 of RM3.68 million.

Telecommunications, Infrastructure and Services Segment (“TIS”)

For FYE 2022, the TIS segment recorded RM8.02 million or 13.3% of the Group’s revenue, as compared to FYE
2021 of RM11.48 million. The decrease was largely due to the intense market competition, higher operating
overheads, labour shortage, smaller projects and lower sales from the ongoing civil infrastructure projects.
The deplete in revenue couple with the increase in operational costs resulted in loss after tax of RM0.39 million
been reported during the financial year, as opposed to profit after tax of RM0.77 million for FYE 2021.

Others Segment

The activities in the remaining segment comprise investment holding, provision of intra-group management
services and leasing of properties. The segment loss arose as the rental income and management fees
received were not sufficient to compensate entirely the operating overheads and corporate expenses
incurred.

CORPORATE EXERCISE

On 25 May 2022, the Company has obtained the shareholders’ approval for the establishment of a long-term
incentive plan (“LTIP”) and subsequently the effective date for the LTIP has been fixed on 3 October 2022.

On 24 August 2022, the Company repurchased 2,000,000 of its issued shares from the open market on
Bursa Malaysia Securities Berhad (“Bursa Securities”) at an average price of RM0.65 per share. The total
consideration paid for the repurchased shares was RM1,305,290 and they were financed by internally
generated funds.

Subsequent to the financial year end, 69,000 and 150,000 new ordinary shares were issued at the issue price
of RM0.65 per share. These shares were listed and quoted on the Bursa Securities on 17 January 2023 and 17
March 2023 respectively. As a result, the number of issued and paid-up shares has increased from 97,553,682
to 97,772,682 on this date.

RISKS MANAGEMENT

Our Group is not insulated from the general business risks as well as those risks inherent and specific to our ICT
and TIS segments. These business risks and challenges may impact our operations and profit margins which in
turn will affect our Group’s financial performance. The immediate challenges and known key risks prevalent
to our Group ‘s business are set out below.
18 AMTEL HOLDINGS BERHAD

CHAIRMAN’S STATEMENT AND

MANAGEMENT DISCUSSION AND ANALYSIS
(Continued)

RISKS MANAGEMENT (CONTINUED)

Impacts of COVID-19 pandemic

As COVID-19 edges toward the endemicity period, infections and mild cases are still occurring. Therefore,
our Group remains watchful and continues to practice the safety SOPs introduced by our government to
minimize the risk of infection among our staffs.

Market Risk

Same with any technology businesses, our ICT products and services are exposed to intense competition
from existing competitors and new entrants. Our ability to compete and the success of our products and
services depend on many factors, amongst others are on our pricing policy, quality, innovations, reliability,
on time delivery of our products and customer services. To fend off these competitions, we will continue to
reinforce our core value and competency by leveraging on our competitive strengths such as strong business
relationship with our customers, partnerships, new innovations integrating green features, especially those
related to artificial intelligence (“AI”), to enable us to expand our product range and services and eventually,
broaden our customer base.

Likewise, the market risk associated to our TIS segment continues to be the low pricing strategies adopted by
our competitors which have been hurting our already tight margins. We will continue to adopt strategies and
preventive measures that will improve operation efficiency, close monitoring of construction work progress
and project costing, and re-assessment of contract terms with our suppliers and sub-contractors to ensure we
remain competitive.

Foreign Currency Exchange Fluctuation and Material Costs

Our ICT business is exposed to foreign currency exchange risks through our purchases and imports of
components and services that are primarily transacted in USD and Renminbi. Hence, the fluctuation of these
currencies will affect the Group’s operating margins, depending on the extent and effectiveness of hedging
strategies adopted by us.

We regularly monitor the movements in the currencies to minimize any potential negative impact that may
arise. Currently, we maintain credit facilities on foreign exchange forward contracts and foreign currencies
accounts with a few bankers to hedge against the fluctuation in exchange rates and to pay for our overseas
purchases. To further mitigate the risk, we constantly review our procurement process and work closely with
our overseas suppliers to assess their pricing, purchase and payment terms. In light of this, we also continually
finding alternative sources for such components or compatible materials from local suppliers of similar quality
and standards.

DIVIDEND

We do not adopt any formal dividend policy. Distribution of dividends will depend among others, on factors
such as financial resources, liquidity and the amount of cash we need to conserve for our working capital
requirements and future expansion. The Board does not propose payment of any dividend for FYE 2022.

BUSINESS OUTLOOK AND PROSPECTS

The world post COVID-19 is unlikely to return to the world that was. It has left a lasting imprint on all of us,
be it socially, mentally or economically. This pandemic highlighted the importance of having conduct our
business in a more resilient and sustainable manner, which is a core component of the digital transformation
programme where our Group has embarked on since 2019. We are now better poised and is confident to
retort to these challenges with agility riding on the relentless support from our dedicated and experienced
team and the strong foundation built over the years.
 ANNUAL REPORT 2022 19

CHAIRMAN’S STATEMENT AND

MANAGEMENT DISCUSSION AND ANALYSIS
(Continued)

BUSINESS OUTLOOK AND PROSPECTS (CONTINUED)

One of the major highlights of Budget 2023 is the government’s continue commitment towards electric
mobility ecosystem in line with the National Automotive Policy 2020 and Low Carbon Mobility Blueprint 2021 –
2030. One of the incentives which is directly beneficial to our Group is that full tax exemption will be provided
for Electric Vehicle (“EV”) charging equipment manufacturers from 2023 to 2032, as well as a complete
Investment Tax Allowance over a five-year period.  As a tier-1 supplier to local automotive companies, we
welcome the government’s support in boosting the local development of EV ecosystem.

Based on the positive feedbacks and orders received from our customers in relation to our EV charging
equipment, we expect our Green Technology division to gain more tractions as we continue to roll out more
EV-related products and services. In years to come, we are confident that our Green Technology division,
as a key component within our Environmental, Social & Governance framework, will contribute positively
towards our Group long-term growth in creating a sustainable future.

As part of our plan to strengthen our revenue growth and to remain competitive in this fast growing market,
we continually increase our ICT products offering, bringing innovative and high quality technology products
to our customers mainly in the mobility sector. We expect the demand for our existing own in-house designed
products, mainly built-in toll reader (LOKATAG) and digital video recorder to continue to increase within this
financial year.

We are confident with the adoption of our products and services across several new vehicle model which
are currently not equipped with our products at the moment. At the same time, we are also pouring in more
resources into building our online and aftermarket presence as part of our horizontal growth strategy to
venture into new markets.

Previously, we target to roll out our new product equipped with Advanced Driver Assistance Systems
(“ADAS”) along with Artificial Intelligence (“AI”) features during FYE 2022. In the end, we decided to delay
our new innovative one-of-a-kind product launching to this coming financial year instead due to market
sentiment.

In order to minimize the risks of having to make purchases on certain chips and components at a much
higher price (as happened to us in FYE 2022), we are working closely with various suppliers to secure in
advance all the necessary vital components for entire FYE 2023. This will provide us with a better bargaining
power in terms of pricing and delivery schedule.

Overseas expansion has been and will be one of our business strategies to broaden our network and market
penetration, especially the ASEAN region. With the reopening of most countries’ international borders
allowing quarantine-free travel, we shall resume discussions on certain projects collaboration with our
overseas partners.

In relation to our TIS segment, under the revised Budget 2023, our government has allocated a total of
RM725mil to accelerate the implementation of the JENDELA projects as a national effort to develop our
digital infrastructure facilities. In addition, the continuation of large-scale transport-related projects such as
ECRL, LRT3 and RTS Link will continue to provide impetus to public investment. These initiatives will benefit our
TIS segment, where we believed that our team, with more than 40 years of experience in this field, would be
able to tap into this opportunity, provided that the labour shortage issues do not worsen.

In summary, looking ahead, the rising inflation rates, tighter money policy, exchange rates volatility and the
global recessionary outlook will continue to pose challenges to many businesses. However, for our Group,
this could be an exciting year instead, something for us to look forward to. We expect our next generation
of young caliber leaders to take over the helm and steer the Group towards a greater height and deliver
promising results in the coming financial year.
20 AMTEL HOLDINGS BERHAD

CHAIRMAN’S STATEMENT AND

MANAGEMENT DISCUSSION AND ANALYSIS
(Continued)

ACKNOWLEDGEMENT

On behalf of the Board, we would like to express our sincere gratitude to our shareholders, customers,
suppliers, business associates, bankers, consultants and the regulatory authorities for your continuous support
and confidence in us.

Lastly, to our fellow Board members, the management team and staff thank you for your invaluable
contribution and relentless commitment to maintain the success of our Group in the face of this challenging
time. We trust that as a dedicated team, we will continue to give our best in achieving our shared goals and
will see a brighter prospect ahead.

TUNKU DATO’ SERI KAMEL DATO’ KOID HUN KIAN

Chairman Chief Executive Officer
 ANNUAL REPORT 2022 21

CORPORATE GOVERNANCE
OVERVIEW STATEMENT

The Board of Directors of the Company (“the Board”) acknowledges the importance of establishing
and maintaining good corporate governance within the Company and its subsidiaries (“Group”) and
is committed to ensuring that the highest possible standards of corporate governance are practiced
throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance
shareholders’ values and financial performance of the Group. This Corporate Governance Overview
Statement (“CG Statement”) sets out the extent to which the Group has applied the practices encapsulated
in the principles of the Malaysian Code on Corporate Governance (“MCCG”).

The Board is pleased to present the following CG Statement that describes the extent to how the Group has
applied and complied with the three (3) principles which are set out in the MCCG throughout the financial
year under review:-

(a) Principle A: Board leadership and effectiveness;

(b) Principle B: Effective audit and risk management; and
(c) Principle C: Integrity in corporate reporting and meaningful relationship with stakeholders.

This CG Statement is prepared in compliance with the Main Market Listing Requirements (“MMLR”) of Bursa
Malaysia Securities Berhad (“Bursa Securities”) and to provide an overview of the extent of compliance with
the three (3) principles as set out in the MCCG.

This CG Statement should also be read together with the Corporate Governance Report 2022 of the
Company which is available on the Company’s corporate website at www.amtel.com.my.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

I. BOARD RESPONSIBILITIES

Roles and Responsibilities of the Board

The Board has the ultimate responsibility to set strategic direction and policy in relation to the business
and affairs of the Company and the Group for the benefit of the shareholders and other stakeholders of
the Company. The Board is accountable to shareholders for the performance of the Group.

The Board delegates the day-to-day management and operations of the Group to Management
under the leadership of the Chief Executive Officer (“CEO”), to deliver the strategic direction and goals
determined by the Board. Management may delegate aspects of their authority and powers but remain
accountable to the Board for the Group’s performance and is required to report regularly to the Board
on the progress being made by the Group’s key business units and operations. A key function of the
Board is to monitor the performance of Management.

The Board assumes, amongst others, the following roles and responsibilities:-

(i) Review, challenge and decide on Management’s proposals for the Company and the Group,
which includes corporate strategy and business plans and monitor the implementation by
Management;
(ii) Review and adopt corporate objectives of the Company and the Group which includes
performance targets and long-term and medium-term goals;
(iii) Oversee the resources and operational conducts of the Company and the Group’s businesses, to
evaluate and assess Management’s performance to determine whether the businesses are being
properly managed;
(iv) Decide on the steps that are necessary to protect the Company’s financial position and the ability
to meet its debts and other obligations when they fall due, and ensure that such steps are taken;
(v) Identify and understand the principal risks of the business of the Company and the Group and
recognise that business decisions involve the taking of appropriate risks;
(vi) Set the risk appetite within which the Board expects Management to operate and ensure that
there is an appropriate Risk Management Framework to identify, analyse, evaluate, manage and
monitor significant financial and non-financial risks;
22 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

I. BOARD RESPONSIBILITIES (CONTINUED)

Roles and Responsibilities of the Board (Continued)

The Board assumes, amongst others, the following roles and responsibilities (Continued):-

(vii) Ensure that Senior Management has the necessary skills and experience and that there are
measures in place to provide for the orderly succession of Senior Management;
(viii) Ensure that the Company adopts an effective communication strategy to enable effective
communication with shareholders and other stakeholders;
(ix) Review the adequacy and integrity of the Group’s internal control systems and ensure that there is
a sound framework for internal controls and risk management which complies with applicable laws,
regulations, rules, directives and guidelines;
(x) Promote good corporate governance culture within the Company which reinforces ethical,
prudent and professional behaviour;
(xi) Delegate certain responsibilities to the various Board Committees with clearly defined Terms of
Reference to assist the Board in discharging its responsibilities;
(xii) Ensure that the strategic plan of the Company supports long-term value creation and includes
strategies on economic, environmental and social considerations underpinning sustainability; and
(xiii) Ensure the integrity of the Company’s financial and non-financial reporting.

Board Committees

In order to ensure the effective discharge of the Board’s fiduciary duties and responsibilities effectively,
the Board delegates specific responsibilities to the Board Committees established by the Board. Each
Board Committee is governed by its own Terms of Reference which sets out its functions and duties,
composition, rights and meeting procedures.

The Board may from time to time establish Board Committees as it considers appropriate to assist in
carrying out its duties and responsibilities. The Board has established the following Board Committees
which operate under the clearly defined Terms of Reference:-

• Audit Committee
• Remuneration Committee
• Nomination Committee

The Board may also delegate specific functions to ad hoc committees, a Director, an employee
or other persons as and when required. The Board Committees are authorised by the Board to deal
with and to deliberate on matters delegated to them within their Terms of Reference. The Chairman
of the respective Board Committees reports and updates the Board on significant issues and concerns
discussed and where appropriate, make the necessary recommendations to the Board. The minutes of
the respective Board Committees will be included in the Board papers for Board’s notification.

The Chairman and CEO

There is a clear division of the roles and responsibilities between the Company’s Chairman and CEO.
The Board is led by YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin, the Non-Independent Non-Executive
Chairman and the executive management is led by Dato’ Koid Hun Kian, the CEO.

The positions of the Chairman and the CEO are held by different individuals to promote accountability
and facilitate the division of responsibilities between them to preserve a balance of control, power and
authority.

The roles and responsibilities of the Chairman and the CEO are clearly defined in the Board Charter.
 ANNUAL REPORT 2022 23

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

I. BOARD RESPONSIBILITIES (CONTINUED)

Chairman sits in Board Committees

The Non-Independent Non-Executive Chairman of the Company is also a member of the Remuneration
Committee, Audit Committee and Nomination Committee.

Company Secretaries

The Board is supported by experienced and competent Company Secretaries in discharging its duties
and responsibilities. The Company Secretaries attend and ensure that all Board and Board Committees
meetings are properly convened and all deliberations and decisions are properly minuted and kept. The
Board appoints the Company Secretaries who play advisory roles as a central source of information and
advice the Board and Board Committees on issues relating to compliance with laws, rules, procedures
and regulations affecting the Company and advocates the adoption of corporate governance best
practices. The specific responsibilities of the Company Secretaries include the following:-

(i) ensure compliance with listing and related statutory obligations;

(ii) attend Board, Board Committees and general meetings, and ensure the proper recording of
minutes;
(iii) ensure proper upkeep of statutory registers and records;
(iv) assist in preparation for and conduct of meetings; and
(v) continuously update the Board on changes to MMLR of Bursa Securities, and other related
legislation and regulations.

The appointment and removal of the Company Secretaries is a matter for the Board to decide as a
whole.

Both Company Secretaries have the requisite credentials and are qualified to act as Company
Secretaries pursuant to Section 235(2) of the Companies Act 2016.

Supply and Access to Information

The Board shall be supplied with appropriate and timely information to enable the Board to discharge its
duties. The Board papers will be distributed to all Directors prior to the Board meetings and sufficient time
are given to enable Directors to evaluate the matters to be discussed in order to discharge their duties
effectively and efficiently.

The Directors are free to seek any further explanation and information they consider necessary to
facilitate informed decision-making. Board reports and meeting papers are prepared and presented by
Management in a concise format that provides adequate facts and analysis pertinent to each proposal
or matter that arises.

Senior Management may be invited to attend Board meetings, when necessary, to furnish explanations
and comments on the relevant agenda item(s) tabled at the Board meetings or to provide clarifications
on issues that may be raised by the Board or any Director.

All Directors, whether as a full Board or in their individual capacity have unrestricted access to the
information, advice and services of the Company Secretaries and the Senior Management team in the
Group in carrying out their duties.

Where necessary the Directors may obtain independent professional advice in furtherance of their
duties, at the Company’s expense if circumstances necessitate it. Prior to incurring such professional
fees, the Director shall refer to the Chairman and/or the CEO on the scopes, natures and fees of the
professional advice to be sought.
24 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

I. BOARD RESPONSIBILITIES (CONTINUED)

Board Charter

The Board has adopted a Board Charter to provide a clear statement on the roles and responsibilities
of the Board and those delegated to Management and to outline the core principles of corporate
governance to which the Group subscribes and serves as a source of reference and primary induction
literature providing insights to Board members and Senior Management.

In addition, it will guide the Board in the assessment of its own performance and of its individual
Directors. The Board Charter is available for reference on the Company’s corporate website at
www.amtel.com.my.

The Board Charter would be reviewed on a periodic basis and may be amended by the Board from
time to time to ensure its relevance in assisting the Board to discharge its duties with the changes in the
laws and regulations and to remain consistent with the Board’s objectives and responsibilities.

Code of Conduct and Ethics

The Directors are expected to conduct themselves with the highest ethical standards. All Directors and
employees are expected to behave ethically and professionally at all times and thereby protect and
promote the reputation and performance of the Company. In relation to this, the Board has established
and adopted a Code of Conduct and Ethics for Directors, as well as a Code of Conduct and Ethics for
employees of the Group.

Both documents are available for viewing on the Company’s corporate website at www.amtel.com.my.

Whistle blowing Policy

In order to strengthen corporate governance practices across the Group, a Whistle blowing Policy
was established to provide employees with an accessible avenue to report matters of serious concern
and/or improper conduct that may affect the professional and compliant operation of the Group’s
businesses. The Whistle blowing Policy sets out and identifies the appropriate communication and
feedback channels which facilitate Whistle blowing.

The said document is available on the Company’s website at www.amtel.com.my.

Anti-Bribery and Corruption Policy

The Board had established and approved the Anti-Bribery and Corruption Policy to set out the Group’s
responsibilities to comply with laws against bribery and corruption and to provide information and
guidance to those working for the Group on how to recognise and deal with corruption and bribery
issues.

The said document is available on the Company’s website at www.amtel.com.my.

Directors’ Fit and Proper Policy

In line with the amendment to the MMLR of Bursa Securities, the Board had on 28 June 2022 approved
and adopted the Directors’ Fit and Proper Policy which outlined the fit and proper criteria for the
appointment and re-appointment of Directors on the Board of the Company and the Group.

The said document is available on the Company’s website at www.amtel.com.my.

 ANNUAL REPORT 2022 25

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

I. BOARD RESPONSIBILITIES (CONTINUED)

Sustainability risks and opportunities

The Board plays a key role in supporting sustainability initiatives. The CEO and Management team
are responsible for identifying and managing Economic, Environmental and Social (“EES”) risks and
opportunities, as well as measuring the Group’s sustainability performance.

In order to strengthen the Group’s sustainability commitment, a high-level committee namely,

Sustainability Management Committee (“SMC”) has been established comprising predominantly
personnel from the Senior Management to look into the various aspects of fulfilling the Group’s
obligation and commitment, setting the overall corporate sustainability strategy and to ensure an
effective approach in the adoption and implementation of sustainability policy and practices.

To effectively discharge its responsibilities, the SMC is supported by a subcommittee i.e., the Sustainability
Working Group (“SWG”) represented by various personnel such as Heads of Departments, Operations
Managers and Finance and Accounts Executives from the various departments and business segments.
The SWG is responsible to drive, monitor the implementation and report the EES initiatives to the SMC.
The SWG is further divided into different sub-groups based on their area of focus.

The Company’s sustainability strategies, priorities and targets as well as performance against these
targets are not communicated to its internal and external stakeholders.

Nevertheless, the Board together with Management are working to set the Company’s sustainability
strategies, priorities and targets as well as performance against these targets and shall communicate
the same to its internal and external stakeholders upon finalisation.

The Board is cognisant that Directors are expected to have a strong understanding and be able to
engage in rigorous discourse with Management in addressing sustainability-related risks.

The Board would undertake the relevant training to stay abreast with and understand the sustainability
issues relevant to the Company and its businesses, including climate-related risks and opportunities.

II. BOARD COMPOSITION

Board Composition and Balance

The Board consists of qualified individuals with diverse professional backgrounds and specialisations
with a vast range of experience in the field of trading and marketing, corporate affairs, finance and
management to enable them to discharge their duties and responsibilities effectively. The composition
and size of the Board are such that it facilitates the decision-making of the Company.

In accordance with the MMLR of Bursa Securities, the Company must ensure that at least two (2)
Directors or one-third (1/3rd) of the Board, whichever is the higher, are Independent Non-Executive
Directors and one (1) Director of the Company is a woman. If the number of Directors is not three (3) or
a multiple of three (3), then the number nearest to one-third (1/3rd) must be used. In the event of any
vacancy in the Board resulting in the non-compliance with Paragraph 15.02(1) of the MMLR of Bursa
Securities, the Company shall fill the vacancy within three (3) months pursuant to Paragraph 15.02(3) of
the MMLR of Bursa Securities.

The Board currently has six (6) members comprising the following:-

• One (1) Non-Independent Non-Executive Chairman;

• Two (2) Independent Non-Executive Directors; and
• Three (3) Executive Directors.
26 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Board Composition and Balance (Continued)

Currently, there is no woman Director appointed but the Company is well noted on the MMLR of
Bursa Securities and will appoint at least one (1) woman Director once a suitable candidate has been
identified by 1 June 2023.

The Board is mindful that the composition of the Board does not comprise half of the Independent
Non-Executive Directors. The Board believes that the existing Independent Non-Executive Directors
are capable to act as vigilant gatekeepers and at the same time acting as a check and balance on
the Group’s Management, which ultimately aims to safeguard the assets of the Group and protect
the interests of the Company and shareholders as a whole. Therefore, the lack of at least half of the
Independent Non-Executive Directors on the Board does not jeopardise the independence of the
Board’s deliberations and all decisions were made in the best interest of the Company.

Independent Non-Executive Directors

The Independent Non-Executive Directors provide independent judgement, experience and objectivity
without being subordinated to operational considerations. They help to ensure that the interests of all
shareholders are indeed taken into account by the Board and that the relevant issues are subjected to
objective and impartial consideration by the Board. Furthermore, the long-serving Independent Non-
Executive Director could provide the Board with valuable and insightful advice as he has a thorough
understanding of the Group’s businesses.

The Board shall assess the independence of the Independent Non-Executive Directors prior to
their appointment and annually thereafter or when any new interest or relationship develops in light
of interests disclosed to the Board. During the financial year under review, the Board, through the
Nomination Committee, assessed the independence of its Independent Non-Executive Directors based
on criteria set out in the MMLR of Bursa Securities.

During the financial year under review, the Board and the Nomination Committee have determined
not to retain Mr. Siow Hock Lee who was appointed as an Independent Non-Executive Director on 9
November 1996 and has served the Board for more than twelve (12) years to adhere with MMLR of Bursa
Securities that limit the tenure of Independent Non-Executive Director to not more than a cumulative
period of twelve (12) years. Mr. Siow Hock Lee shall retire at the conclusion of the forthcoming Annual
General Meeting (“AGM”) of the Company as he has indicated his intention not to seek re-election at
the said AGM of the Company.

The Company does not have a policy which limits the tenure of its Independent Non-Executive
Directors to nine (9) years. However, upon completion of the nine (9) years term, the Independent Non-
Executive Director may continue to serve on the Board subject to the Director’s re-designation as a Non-
Independent Non-Executive Director.

In the event that the Director is to remain as an Independent Non-Executive Director after the ninth
year, the Company shall first justify the Director’s independence and obtain annual shareholders’
approval through a two-tier voting process at every AGM of the Company to retain the Independent
Non-Executive Director of the Company who has served the Board for more than nine (9) years.

Board Diversity

The Board recognises that Board diversity is an essential element contributing to the sustainable
development of the Group and does not discriminate on the basis of ethnicity, age, gender, nationality,
political affiliation, religious affiliation, marital status, educational background or physical ability. There is
no specific target in the composition in terms of gender, age or ethnic of its Board members or members
of Senior Management.
 ANNUAL REPORT 2022 27

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Board Diversity (Continued)

On boardroom diversity, the Board through Nomination Committee will review the appropriate skills,
experience and knowledge required of the Board members, in the context of the needs of the Group. In
addition, the Directors must have the ability to devote sufficient time and attention to the Company. The
Board will review its composition and size from time to time to ensure an appropriate balance of skills,
experience and diversity.

The current composition of the Board is diverse in terms of skills and experiences which provides the
Board with the range of knowledge and expertise essential to govern the Company, including
understanding its business operations and the challenges it faces. The CEO brings an additional
perspective to the Board through an in-depth understanding and knowledge of the Group’s businesses,
which are invaluable to the Board.

Female representation will be considered when a vacancy arises and/or suitable candidates are
identified. The Board acknowledges the recommendation of the MCCG on gender diversity but believes
that the overriding factors in the selection of a Director must be based on skill, experience, competency
and wealth of knowledge while taking into consideration the diversity of the Board. Currently, the Board
does not have any Gender Diversity Policy and has not set a gender diversity target as of the financial
year under review.

The Board, with the assistance of the Nomination Committee, will review the Board composition to
ensure that it includes the necessary mix of relevant skills and experience required to perform its roles.

Board Meetings

The Board meets quarterly. However, additional meetings are convened as and when required,
when warranted by situations that require deliberation on urgent proposals or matters that need the
immediate approval or decision of the Board. Where appropriate, decisions are also taken by way of
Directors’ Circular Resolutions.

The agenda of the meeting and Board papers will be collated and circulated to the Directors by the
Company Secretaries prior to the meeting and the Company Secretaries will supervise the filing and
storage of all Board papers.

All proceedings of the Board meetings are recorded by the Company Secretaries, which include
matters discussed, the Board’s deliberations, suggestions and conclusions reached. The minutes are
signed by the Chairman as endorsements of records of the meetings.

Each Director has devoted his time sufficiently to carry out his responsibilities. To-date, the Directors have
complied with MMLR of Bursa Securities of not holding more than five (5) directorships in public listed
companies. The Board is satisfied that the current number of directorships held by the Board members
does not impair their ability or judgement in discharging their roles and responsibilities.

In addition, the Board is also satisfied with the level of time commitment given by the Directors towards
fulfilling their roles and responsibilities as affirmed by the attendance record of the Directors at Board
and relevant Board Committees meetings.

During the financial year under review, five (5) Board meetings were held and the attendance of the
Directors who held office during the financial year ended 30 November 2022 are set out below:-

Name of Directors Attendance of meeting

YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin 5/5 (100%)
Dato’ Koid Hun Kian 5/5 (100%)
Mr. Siow Hock Lee 5/5 (100%)
Ir. Chew Yook Boo 5/5 (100%)
Mr. Lim Hun Teik 5/5 (100%)
Mr. Koid Siang Loong 5/5 (100%)
28 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Board Meetings (Continued)

The Directors may be invited to become directors of other companies and the Directors are therefore
at liberty to accept other board appointments so long as such appointments are not in conflict with
the businesses of the Group and do not adversely affect the Directors’ performance as members of the
Board.

In maintaining and monitoring the limitation on directorships as required by the MMLR of Bursa Securities,
the Directors upon appointment, and from time to time during their tenure, shall notify the Company
Secretaries of their directorships in other companies for disclosure to the Board at Board meetings.

Directors’ Training

The Directors are also encouraged to attend training programmes/courses/seminars/forums on

a continuous basis to keep abreast with current developments in laws, regulations and business
practices in order to aid the Directors in discharging their duties. They are also kept informed of various
development programmes by the Company Secretaries regularly.

The training needs of the Directors will be reviewed by the Nomination Committee to ensure that they
are acquainted with the latest development and changing environment within which the Company
operates.

All Directors have completed the Mandatory Accreditation Programme in accordance with the MMLR
of Bursa Securities. In addition, the Directors after assessing their own training needs had attended the
following trainings during the financial year under review:-

Seminar/Workshop/
Name of Director Date Training Programme Organiser
YTM. Tunku Dato’ 27 July 2022 In House Training on Conflict Amtel Holdings Berhad
Seri Kamel Bin of Interest: Related Party (Facilitator: Messrs. Wong
Tunku Rijaludin Transactions Beh & Toh)
22 November 2022 Introduction and Accounting Moore Advent Tax
for Share-Based Payments for Consultants Sdn. Bhd.
Employees & Tax Implications
and Compliance for
Employee Share Schemes
Dato’ Koid Hun Kian 27 July 2022 In House Training on Conflict Amtel Holdings Berhad
of Interest: Related Party (Facilitator: Messrs. Wong
Transactions Beh & Toh)
22 November 2022 Introduction and Accounting Moore Advent Tax
for Share-Based Payments for Consultants Sdn. Bhd.
Employees & Tax Implications
and Compliance for
Employee Share Schemes
Mr. Siow Hock Lee 6 December 2021 2022 Budget Seminar Malaysian Institute of
Accountants
17 February 2022 MIA Webinar Series: Malaysian Institute of
Understanding Tax Accountants
Deductibility of Expenses
8 March 2022 MIA Webinar Series: Malaysian Institute of
ISQM - An Overview and Accountants
Implementation
ISQM 1, ISQM 2, ISA220
(Revised)
 ANNUAL REPORT 2022 29

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Directors’ Training (Continued)

Seminar/Workshop/
Name of Director Date Training Programme Organiser
Mr. Siow Hock Lee 27 July 2022 In House Training on Conflict Amtel Holdings Berhad
(Continued) of Interest: Related Party (Facilitator: Messrs. Wong
Transactions Beh & Toh)
17 August 2022 Seminar on Valuation of Business Valuers
Early-Stage Companies Association Malaysia
(BVAM)
20 September 2022 Advocacy Sessions for Bursa Malaysia Berhad
Directors and Senior
Management of Main Market
Listed Issuers
22 November 2022 Introduction and Accounting Moore Advent Tax
for Share-Based Payments for Consultants Sdn. Bhd.
Employees & Tax Implications
and Compliance for
Employee Share Schemes
Ir. Chew Yook Boo 27 July 2022 In House Training on Conflict Amtel Holdings Berhad
of Interest: Related Party (Facilitator: Messrs. Wong
Transactions Beh & Toh)
20 September 2022 Advocacy Sessions for Bursa Malaysia Berhad
Directors and Senior
Management of Main Market
Listed Issuers
25 October 2022 to BEM Convention 2022 Board of Engineers
28 October 2022 Malaysia
17 November 2022 Conversation with Audit Securities Commission
Committees Malaysia
22 November 2022 Introduction and Accounting Moore Advent Tax
for Share-Based Payments for Consultants Sdn. Bhd.
Employees & Tax Implications
and Compliance for
Employee Share Schemes
Mr. Lim Hun Teik 27 July 2022 In House Training on Conflict Amtel Holdings Berhad
of Interest: Related Party (Facilitator: Messrs. Wong
Transactions Beh & Toh)
22 November 2022 Introduction and Accounting Moore Advent Tax
for Share-Based Payments for Consultants Sdn. Bhd.
Employees & Tax Implications
and Compliance for
Employee Share Schemes
Mr. Koid Siang Loong 12 April 2022 Sustainability in the Energy Asia School of Business
Sector
27 July 2022 In House Training on Conflict Amtel Holdings Berhad
of Interest: Related Party (Facilitator: Messrs. Wong
Transactions Beh & Toh)
22 November 2022 Introduction and Accounting Moore Advent Tax
for Share-Based Payments for Consultants Sdn. Bhd.
Employees & Tax Implications
and Compliance for
Employee Share Schemes
30 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Nomination Committee

The Nomination Committee is primarily empowered by its Terms of Reference to perform the following:-

(i) Consider and recommend to the Board candidates for directorship, proposed by the CEO or any
Director or shareholder, or outsourced independent service providers, taking into consideration the
candidates’ skills, knowledge, experience, age, cultural background and gender;
(ii) Oversee the selection and assessment of Directors and to ensure that Board composition meets
the needs of the Company, taking into consideration the Fit and Proper Policy adopted by the
Company, including the skills, knowledge, expertise and experience, integrity, competencies,
commitment, contribution and gender;
(iii) In identifying suitable candidates, the Nomination Committee may use the services of external
advisors to facilitate the search;
(iv) Review and recommend to the Board the appointment of member(s) and chairman(s) of Board
Committees;
(v) Assess the effectiveness of the Board as a whole and the Committees of the Board and the mix of
skills, experience and competencies of each individual Director;
(vi) Ensure that all Directors undergo appropriate induction programmes and receive appropriate
trainings;
(vii) Assist the Board in the review of the independence of the Independent Non-Executive Directors;
(viii) Recommend to the Board, candidates for the re-election of Directors and retiring Directors who are
willing to be re-elected under the annual re-election provisions or retirement; and
(ix) Review the terms of office and performance of the Audit Committee and each of its members
annually to determine whether the Audit Committee and its members have carried out their duties
in accordance with their Terms of Reference.

The Nomination Committee members shall be appointed by the Board and comprises exclusively of
Non-Executive Directors, a majority of whom must be independent. The Nomination Committee held
one (1) meeting during the financial year ended 30 November 2022 and the attendance of the
members are as follows:-

No. of Meeting
Name of Members Designation Attended
Ir. Chew Yook Boo Chairman/Independent Non-Executive Director 1/1 (100%)
YTM. Tunku Dato’ Seri Kamel Member/Non-Independent Non-Executive Chairman 1/1 (100%)
Bin Tunku Rijaludin
Mr. Siow Hock Lee Member/Independent Non-Executive Director 1/1 (100%)

The Nomination Committee carried out its duties in accordance with its Terms of Reference during the
financial year ended 30 November 2022 as follows:-

• reviewed and assessed the effectiveness of the Board as a whole and the Board Committees;
• reviewed and assessed the mix of skills, experiences and competencies of each individual Director;
• reviewed and assessed the effectiveness of the Audit Committee;
• reviewed and assessed the independency of the Independent Non-Executive Directors based on
criteria set out in MMLR of Bursa Securities;
• reviewed and recommended to the Board for approval, the re-election of the Directors at the
AGM of the Company.
 ANNUAL REPORT 2022 31

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Nomination Committee (Continued)

Details of the Terms of Reference of the Nomination Committee are available for reference on the
Company’s corporate website at www.amtel.com.my.

The Nomination Committee is responsible for making recommendations to the Board for the
appointment of new Director(s). All nominations to the Board and Board Committees shall first be
considered by the Nomination Committee, taking into consideration inter-alia the current and future
needs of the Group and the credential of the potential Director.

The procedures for the appointment of new Director(s) comprise among others, the following steps:-

(i) Identification of candidate(s);

(ii) Assessing the suitability of the proposed candidate(s);
(iii) Final deliberation by Nomination Committee; and
(iv) Recommendation to the Board.

In assessing the suitability of the proposed candidate(s), the Nomination Committee shall take into
consideration the following criteria:-

(i) Size, composition, mix of skills, experience, competencies and other qualities of the existing Board;
(ii) The candidate’s skills, knowledge, expertise and experience, competency and capability,
professionalism, and personal integrity to effectively discharge his/her role as a Director;
(iii) Directorships of not more than five (5) public listed companies (as prescribed under Paragraph
15.06 of the MMLR of Bursa Securities) to ensure the proposed candidate(s) has sufficient time to
fulfil his/her roles and responsibilities effectively; and
(iv) In the case of a candidate for the position of Independent Non-Executive Director, the
independence as defined in the MMLR of Bursa Securities.

At least one-third (1/3rd) of the Directors are subject to retirement by rotation at each AGM of the
Company and all Directors shall submit themselves for re-election at least once in every three (3) years,
and are eligible to offer themselves for re-election. If the total number of the Directors is not three (3) or
multiple of it, the number nearest to, but not less than one-third (1/3rd) will retire. All newly appointed
Directors will be subject to retirement at the next AGM of the Company and is eligible for re-election.

For the purpose of determining the eligibility of the Directors to stand for re-election at the AGM of the
Company, the Board through its Nomination Committee undertakes a formal evaluation to determine
the eligibility of each retiring Director in line with MCCG, which includes the following:

• Performance of the individual Directors;

• Independence of the Independent Non-Executive Directors; and
• Fit and Proper assessment.

The Director(s) who are to retire shall abstain from deliberations and decisions on their own eligibility
to stand for re-election at the meetings of the Board and Nomination Committee, where relevant. The
name of the Director seeking for re-election at the forthcoming AGM of the Company is disclosed in the
Notice of AGM of this Annual Report.

Based on the recent annual assessment and evaluation, the Nomination Committee is satisfied with the
performance of the Director who is standing for re-election and has recommended to the Board the
proposed re-election in accordance with the Constitution of the Company. The Board supported the
Nomination Committee’s recommendation to re-elect the eligible Director standing for re-election at
the forthcoming AGM of the Company.
32 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

II. BOARD COMPOSITION (CONTINUED)

Directors’ Assessment/Board Evaluation

The Company has enhanced its Board Evaluation by including questionnaires on Environmental, Social
and Governance (“ESG”) issues.

The Nomination Committee compiles and conducts on an annual basis the following evaluations:-

• The effectiveness of each Director’s ability to contribute to the effectiveness of the Board and the
relevant Board Committees;
• The effectiveness of the Board as a whole;
• The Director’s declaration on Fit and Proper; and
• The Audit Committee members’ evaluation.

The assessment criteria include the mix of skills, size, current composition, experiences, competencies
and other qualities required to meet the needs of the Group and to comply with the provisions of the
MMLR of Bursa Securities.

All assessments and evaluations carried out by the Nomination Committee are properly documented.
The summaries of the assessments prepared by the Company Secretaries are tabled at the Nomination
Committee meeting for the Nomination Committee’s assessment and evaluation.

The conclusion of the Nomination Committee’s assessment will be minuted and the minutes are
included in the Board papers for Board’s notification.

III. REMUNERATION

Remuneration Policy

The Remuneration Committee is responsible for developing and implementing the Remuneration Policy
pertaining to the remuneration for Directors, whilst the Board is responsible to approve the Remuneration
Policy.

The remuneration of the Executive Directors is made up of Directors’ fees, meeting attendance
allowances, salaries, bonus and benefits-in-kind. The determination of the remuneration is based on the
executive functions, responsibilities, merits, qualifications, competency and experience, as well as the
contributions and performance of each Executive Director to the businesses.

The remuneration of Non-Executive Directors is made up of Directors’ fees, meeting attendance

allowances, medical expenses and other claimable benefits for the purpose of carrying out their duties
as Non-Executive Directors. The determination of the remuneration for Non-Executive Directors is based
on their experience, qualification and level of responsibilities.

No Director shall participate or vote on the deliberations and decisions concerning his own
remuneration.

Details of the Remuneration Policy are available for reference on the Company’s corporate website at
www.amtel.com.my.

The Board is of the view that the remuneration package of the Senior Management shall be determined
based on the criteria set under the Remuneration Policy approved by the CEO with the consultation of
the Human Resources department.
 ANNUAL REPORT 2022 33

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

III. REMUNERATION (CONTINUED)

Remuneration Committee

The Remuneration Committee plays an essential role in overseeing the quality of the remuneration for
Directors by ensuring the remuneration decisions remunerate the Directors fairly and responsibly, and
that it reflects the commitment of the Director concerned.

The members of Remuneration Committee shall be appointed by the Board and shall comprise a
majority of Non-Executive Directors. The Remuneration Committee held one (1) meeting during the
financial year ended 30 November 2022 and the attendance of the members are as follows:-

No. of Meeting
Name of Members Designation Attended
Mr. Siow Hock Lee Chairman/Independent Non-Executive Director 1/1 (100%)
YTM. Tunku Dato’ Seri Kamel Member/Non-Independent Non-Executive Chairman 1/1 (100%)
Bin Tunku Rijaludin
Ir. Chew Yook Boo Member/Independent Non-Executive Director 1/1 (100%)

The Remuneration Committee is primarily empowered by its Terms of Reference to perform the
following:-

• Periodically review the Remuneration Policy for Directors pertaining to the remuneration of
Directors;
• To assist the Board in implementation of the Remuneration Policy for Directors to ensure the
remuneration packages are determined on the basis of the Directors’ merits, qualifications,
competency, responsibilities, contributions and experiences, having regard to the Company’s
operating results, individual performance and comparable market statistics;
• To review and recommend to the Board the remuneration packages for the Executive Directors,
CEO, and Non-Executive Directors in all its forms, drawing from outside advice if necessary; and
• To carry out any other duties and responsibilities as may be delegated or defined by the Board
from time to time.

The Terms of Reference of the Remuneration Committee is available for reference on the Company’s
corporate website at www.amtel.com.my.
34 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

III. REMUNERATION (CONTINUED)

Remuneration Committee (Continued)

The details of the aggregate remuneration of the Directors and Senior Management for the financial
year ended 30 November 2022 are as follows:-

(a) Aggregate Remuneration of Each Director:-

(i) Received from Amtel Holdings Berhad

Company Meeting Statutory Benefits

Name of Directors Fees Salaries Bonus Allowance Contributions in-kind Total
  RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-Executive Directors
YTM. Tunku Dato’ Seri Kamel
Bin Tunku Rijaludin 62.4 - - 2.0 - - 64.4
Mr. Siow Hock Lee 57.6 - - 2.0 - - 59.6
Ir. Chew Yook Boo 57.6 - - 2.0 - - 59.6
  177.6 - - 6.0 - - 183.6

Executive Directors
Dato’ Koid Hun Kian - 480.0 26.0 2.0 20.8 31.2 560.0
Mr. Lim Hun Teik - - - 2.0 - - 2.0
Mr. Koid Siang Loong - - - 2.0 - - 2.0
- 480.0 26.0 6.0 - 31.2 564.0
Total 177.6 480.0 26.0 12.0 20.8 31.2 747.6

(ii) Received on Group Basis

Group Meeting Statutory Benefits

Name of Directors Fees Salaries Bonus Allowance Contributions in-kind Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-Executive Directors
YTM. Tunku Dato’ Seri Kamel
Bin Tunku Rijaludin 91.2 - - 2.0 - - 93.2
Mr. Siow Hock Lee 57.6 - - 2.0 - - 59.6
Ir. Chew Yook Boo 57.6 - - 2.0 - - 59.6
206.4 - - 6.0 - - 212.4

Executive Directors
Dato’ Koid Hun Kian - 480.0 26.0 2.0 20.8 31.2 560.0
Mr. Lim Hun Teik - 233.2 11.4 2.0 30.3 8.8 285.7
Mr. Koid Siang Loong - 209.9 10.3 2.0 27.5 - 249.7
- 923.1 47.7 6.0 78.6 40.0 1,095.4
Total 206.4 923.1 47.7 12.0 78.6 40.0 1,307.8
 ANNUAL REPORT 2022 35

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONTINUED)

III. REMUNERATION (CONTINUED)

Remuneration Committee (Continued)

The details of the aggregate remuneration of the Directors and Senior Management for the financial
year ended 30 November 2022 are as follows (Continued):-

(b) Remuneration of Senior Management

Remuneration Bands Senior Personnel

RM150,001-RM200,000 1
RM200,001-RM250,000 1
RM250,001-RM300,000 1
RM550,001-RM600,000 1

Note: Successive bands of RM50,000 are not shown entirely as they are not represented.

Currently, the Company has only four (4) senior personnel. The aggregate remuneration paid
to the top four (4) senior personnel (including salaries, bonuses, benefits-in-kind and statutory
contributions) for the financial year under review are provided in bands of RM50,000 based on the
number of senior personnel in those bands instead of on a named basis due to confidentiality and
sensitivity of each remuneration package. These senior personnel are the Group CEO, Group Chief
Operation Officer and CEO of subsidiaries.

The Board through the Remuneration Committee will ensure that the remuneration of the Senior
Management is commensurate with their key performance achievements and the performance of
the Company.

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

I. AUDIT COMMITTEE

The Chairman of the Audit Committee is Ir. Chew Yook Boo, an Independent Non-Executive
Director while the Chairman of the Board is YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin, the Non-
Independent Non-Executive Chairman.

All members of the Audit Committee had undertaken and will continue to undertake continuous
professional to keep themselves abreast of the relevant developments in accounting and auditing
standards, practices and rules.

The Audit Committee’s task is to assist the Board in discharging its statutory duties and responsibilities
relating to risk management and accounting and reporting practices of the Company and oversee
compliance with the relevant rules and regulations governing listed companies. The Audit Committee is
relied upon by the Board to amongst others, provide advice in the areas of financial reporting, external
audit, internal control environment and internal audit process, review of related party transactions as
well as conflict of interest situations.

The Audit Committee has full access to both the Internal and External Auditors who, in turn, have access
at all times to the Chairman of the Audit Committee. The composition and summary of works of the
Audit Committee during the financial year ended 30 November 2022 are as disclosed in the Audit
Committee Report of this Annual Report.
36 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONTINUED)

I. AUDIT COMMITTEE (CONTINUED)

None of the Audit Committee members was a former partner of the external audit firm of the Company
i.e., the former partners of the audit firm and/or affiliate firm (including those providing advisory services,
tax consulting, etc.). In line with the MCCG, the Terms of Reference of the Audit Committee stipulates
that a former partner of the external audit firm of the Company shall not be appointed as a member of
the Audit Committee until the lapse of at least three (3) years cooling-off period.

The Terms of Reference of the Audit Committee is available on the Company’s corporate website at
www.amtel.com.my.

Assessment of Auditors

The Board through the Audit Committee has established a formal and transparent relationship with the
Group’s Auditors, both Internal and External Auditors in seeking their professional advice. From time to
time, the Auditors highlighted to the Audit Committee and the Board matters that require the Board’s
attention.

The Audit Committee meets the External Auditors at least once a year without the presence of
Management and Executive Directors to exchange independent views on matters which require the
Audit Committee’s attention. The Audit Committee also meets additionally with the External Auditors
whenever it deems necessary. The services provided by External Auditors include statutory audits
and non-audit services. The terms of engagement and fees for the External and Internal Auditors are
reviewed by the Audit Committee and subsequently recommended to the Board for approval.

The Audit Committee assesses the effectiveness of the External Auditors as well as the independence
and objectivity of the External Auditors. In its assessment, the Audit Committee considered several
factors, which included competency, audit quality and resources of the firm.

Written assurance shall be obtained from the External Auditors annually, confirming their independence
in accordance with the By-laws of the Malaysian Institute of Accountants. The External Auditors
provide such declaration in their annual audit plan presented to the Audit Committee prior to the
commencement of audit for a particular financial year.

Based on the results of the assessment for the financial year under review, the Audit Committee is
satisfied with the quality of services, adequacy of resources provided, independence, objectivity and
professionalism demonstrated by the External Auditors in carrying out their functions.

A summary of works and the roles of the Audit Committee in relation to both Internal and External
Auditors are described in the Audit Committee Report as set out on pages 49 to 52 of this Annual Report.

II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

Risk Management and Internal Control

The Board is responsible for the adequacy and effectiveness of the Group’s risk management and
internal control system. Risk management is embedded in the Group’s operations and management
systems. The Board with the assistance of the outsourced internal audit function has established
processes for identifying, evaluating and managing the significant risks affecting the core businesses of
the Group.

The Statement on Risk Management and Internal Control as set out on pages 53 to 56 of this Annual
Report provides an overview of the state of risk management activities within the Group.
 ANNUAL REPORT 2022 37

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONTINUED)

II. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK (CONTINUED)

Risk Management and Internal Control (Continued)

The Group outsourced its internal audit function to an independent external firm of consultants. The
Audit Committee reviews and approves the internal audit plan, which is ascertained based on the key
risk areas and core business operations of the Group. Further details of the activities of the internal audit
function and the state of internal controls within the Group are set out in the Audit Committee Report on
pages 51 and 52 of this Annual Report.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

Communication with Stakeholders

The Company is committed to establishing a direct line of communication with shareholders and investors
through timely dissemination of information on the Group’s performance and operations via the distribution
of annual reports and relevant circulars, the release of quarterly financial results, press releases and
announcements.

The AGMs of the Company and any other meetings of the shareholders represent the principal forum for
dialogue and interaction with all shareholders and investors. The shareholders are given the opportunity
and time to participate in the open question and answer session with regard to the agenda items of the
general meeting or other concerns over the Group’s businesses as a whole. The Chairman, CEO, other Board
Committees Chairmen, Senior Management team and External Auditors are available during the general
meeting to respond to the shareholders’ queries.

In order to maintain a high level of transparency and to effectively address any issues or concerns, the Group
has a dedicated electronic email, [email protected], to which stakeholders can direct their queries or
concerns.

Conduct of General Meetings

The Company encourages shareholders to attend the AGMs of the Company. The Company despatches its
notice of AGM to shareholders at least twenty-eight (28) days prior to the AGM of the Company, in advance
of the notice period as required under the Constitution of the Company and MMLR of Bursa Securities. The
additional time given to the shareholders allows them to make necessary arrangements to attend and
participate either in person, by corporate representative, by proxy or by attorney.

The Company has also removed the limit on the number of proxies to be appointed by an exempt authorised
nominee with shares in the Company for Omnibus account to allow greater participation of beneficial
owners of shares at general meetings of the Company. The Constitution of the Company further entitles a
member to vote in person, by corporate representative, by proxy or by attorney. Essentially, a corporate
representative, proxy or attorney shall be entitled to vote as if they were a member of the Company.

All the Directors, including the Chairmen of the Audit Committee, Nomination Committee and Remuneration
Committee attend the general meetings to allow the shareholders to raise questions and clarify any issues
they may have relating to each resolution tabled for approval.

Poll Voting

Under Paragraph 8.29A(1) of the MMLR of Bursa Securities, the Company ensures that any resolution set out
in the notice of any general meeting or in any notice of resolution which may properly be moved and is
intended to be moved at any general meeting is voted by poll.
38 AMTEL HOLDINGS BERHAD

CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(Continued)

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS

(CONTINUED)

Poll Voting (Continued)

For this purpose, the share registrar will be appointed as the Poll Administrator and an independent scrutineer
will be appointed to validate the vote cast at the general meeting. The poll results of the general meeting will
be announced to Bursa Securities on the same day for the benefit of all shareholders.

Corporate Disclosure Policy and Procedures

The Company is committed to upholding the highest standards of transparency, accountability and integrity
in the disclosure of all material information on the Company to the investing public in an accurate, clear and
timely manner in accordance with the corporate disclosure requirements as set out in the MMLR of Bursa
Securities and the guidance as set out in the Corporate Disclosure Guide issued by Bursa Securities.

The Board has ensured that relevant disclosure requirements required by Bursa Securities are complied
with. In order to augment the process of disclosure, the Company has established its own website at
www.amtel.com.my which allows shareholders and the public access to the Company’s announcements,
corporate information, financial information, annual reports, corporate governance and such other relevant
information.

Compliance Statement

The Board has deliberated and reviewed this CG Statement and is satisfied that during the financial year
ended 30 November 2022, the Company has complied with the best practices in MCCG on the application
of the principles and best practices in corporate governance, except for those departures highlighted in the
Corporate Governance Report 2022.

This CG Statement was approved by the Board on 20 March 2023.

 ANNUAL REPORT 2022 39

SUSTAINABILITY
STATEMENT

INTRODUCTION

During COVID-19, it is all about business survivability. As we transition towards the endemic phase,
sustainability is now being recognized as one of the key determinants of a company’s future value creation.

In our organisation, we are strongly guided by our business sustainability initiatives and strategy and
endeavour to embed these initiatives in all aspects of our business operations for long term success at the
same time maintaining sound corporate governance.

This Sustainability Statement (“Statement”) covers the economic, environmental and social (“EES”) initiatives
undertaken by our Group and its impacts due to the day-to-day activities in the conduct of our business
operations in the financial year ended 30 November 2022 (“FYE 2022”).

OBJECTIVES AND SCOPE

We are involved in Information & Communication Technology (“ICT”), Telecommunications, Infrastructure &
Services (“TIS”) and Others.

As we progress along the journey of sustainability, we are taking steps to improve our internal capabilities in
promoting, managing and implementing sustainability practices and report on the progress of our Group’s
sustainability related activities. Our Statement covers the Company and all subsidiaries located in Malaysia.
Our Singapore subsidiary company has been excluded as it is currently inactive. All other associated
companies have not been included as we do not have control over them.

Previously, our Sustainability scope and objectives focus mainly on ICT business segment and specific areas
within the organization. Going forward, we are looking to implement it across the entire Group.

SUSTAINABILITY FRAMEWORK AND GOVERNANCE

Our Board of Directors (“Board”) plays a key role in supporting sustainability initiatives. Our Chief Executive
Officer and management team are responsible for identifying and managing EES risks and opportunities, as
well as measuring our Group’s sustainability performance.

To strengthen our sustainability commitment, a high-level committee namely Sustainability Management

Committee (“SMC”) has been established comprising predominantly personnel from the senior management
to look into the various aspects of fulfilling our Group’s obligation and commitment, setting the overall
corporate sustainability strategy and to ensure an effective approach in the adoption and implementation of
sustainability policy and practices. To effectively discharge its responsibilities, the SMC is supported by a sub-
committee, i.e. the Sustainability Working Group (SWG) represented by various personnel such as Heads of
Departments, Operations Managers and Finance and Accounts Executives from the various departments and
business segments. The SWG is responsible to drive, monitor the implementation and report the EES initiatives
to the SMC. The SWG is further divided into different sub-groups based on their area of focus.

The sustainability governance is reviewed and refined as and when necessary for greater effectiveness and
efficiency.
40 AMTEL HOLDINGS BERHAD

SUSTAINABILITY
STATEMENT
(Continued)

SUSTAINABILITY FRAMEWORK AND GOVERNANCE (CONTINUED)

The chart below shows our Sustainability Framework and Governance structure. The Board plays the role as
the highest governance body, providing the overall direction of the sustainability initiatives.

Board of
Directors

Sustainability
Management
Committee

Economic Environmental Social

Sustainability Sustainability Sustainability
Working Group Working Group Working Group

STAKEHOLDERS ENGAGEMENT

We acknowledge that a synergetic relationship with our various internal and external stakeholders is crucial to
achieve sustainable growth and continuous success in our Group’s business.

Our Group engages with our principal stakeholder groups regularly through various approaches in their
respective interest areas and concerns as summarized in the table below.

Stakeholder Topic of Interest Methods of Engagement Frequencies

Investors/ • Transparent reporting • Quarterly & other announcements • Quarterly
Shareholders • Business strategy & plans • Annual report • Annually
• Corporate governance • Corporate website, AGM & • As notified and/or
• Financial performance Extraordinary General Meeting announced
Customers • Quality, reliability & • Operational meetings & feedback • Monthly or
competitive pricing of sessions continuous (as and
services & products • Corporate functions & events when required)
• Customer satisfaction • Annual customer satisfaction
• Timely delivery survey
• Payment & other terms • Survey for product research and
development
Employees • Compensation & • Internal and external training • Monthly, annually
benefits programs or continuous
• Work-life composition & • Project & operational meetings (as and when
staff interaction • Internal audits required)
• Career growth & • Staff induction & performance
advancement appraisal
• Training & development • Annual employee’s satisfaction
• Occupational health & survey
safety • Company functions & staff
engagement activities
 ANNUAL REPORT 2022 41

SUSTAINABILITY
STATEMENT
(Continued)

STAKEHOLDERS ENGAGEMENT (CONTINUED)

Our Group engages with our principal stakeholder groups regularly through various approaches in their
respective interest areas and concerns as summarized in the table below. (Continued)

Stakeholder Topic of Interest Methods of Engagement Frequencies

Regulators, • Statutory compliance • Announcements/necessary • Annually, quarterly,
authorities • Corporate governance reporting monthly or
& other • Permits & licenses • Annual payments, filings & returns continuous (as and
government • Correspondences via circulars, when required)
bodies mails or emails
• Seminars, dialogues, workshops &
forums
• Appointments
Suppliers • Product & service quality • Suppliers performance assessment • Annually and
& reliability • Appointments – vendors selection continuous (as and
• Credit and trading terms and background search when required)
• Reputation-related • Corporate functions & events
matters
Local • Corporate Social • Corporate functions & events • Annually or as and
community Responsibilities when required

MATERIAL SUSTAINABILITY MATTERS

Our Group has identified material sustainability matters as those that reflect our organization’s significant EES
impacts or matters that substantially influence the assessments and decisions of the stakeholders.

The following are some of the methods used by our Group to identify Material Sustainable Matters:-

• Reference to the Reporting Guide issued by Bursa Malaysia – Appendix A: Selecting your themes and
indicators;
• Reading articles and sustainability reports of other listed companies;
• Discussions, meetings and brainstorming sessions with HOD, internal & external auditors and other
professional consultants, e.g. valuers and architects;
• Inputs/specifications from various stakeholders;
• Commentary and inputs from Board members during their review of the sustainability statement; and
• Reference to Malaysia’s Budget in key areas related to environmental sustainability and green
technologies.

We carry out reviews on these matters periodically against the emerging business environment and the
changes in the global and local trends. Our aim is to ensure that we will improve over the years in addressing
these matters. Our Group’s Material Sustainability Matters are discussed in the paragraphs that follows.

OUR IMPACT ON THE ECONOMY

We acknowledge the impact of our business activities and the importance of achieving a practical balance
of optimal financial performance and responsibilities towards the environment and community.
42 AMTEL HOLDINGS BERHAD

SUSTAINABILITY
STATEMENT
(Continued)

OUR IMPACT ON THE ECONOMY (continued)

CORPORATE GOVERNANCE AND ETHICAL PRACTICES

We are committed to uphold the principles of sound corporate governance that have been incorporated
into our Group’s working culture to ensure accountability and integrity throughout the workplace. Our
integrity initiatives are supported by our Group’s Code of Conduct and Ethnics for Directors and Employees,
Anti-bribery and Anti-corruption Policy and the Whistle Blowing Policy.

These policies have been made known to our employees via internal circulation, in house awareness trainings
and electronic version which are available at the Company’s website. In addition, all directors and staff have
signed the declaration forms to indicate that they undertake to comply with the relevant Anti-Bribery and
Corruption laws and best practices.

DIRECT ECONOMIC VALUE

We have a viable business that contributes positively in strengthening the Malaysian economy. The revenue
generated has been equitably distributed to the stakeholders such as suppliers, employees, investors and tax
authorities. For FYE 2022, our Group’s financial performance is summarised as follows:-

RM’000
Revenue 60,500
Profit before tax 3,410
Tax 1,320
Profit after tax 2,090

Details of our business, products and services and economic performance are discussed in our Management
Discussion and Analysis and the financial statements.

CUSTOMER SATISFACTION

Customers is the main pillar of our business ventures and key driver behind our business success. As such,
engagement with customers is important for us to build a long term sustainable partnership and business
relationship.

Our primary focus is to offer innovative yet quality products and services. We ensure that our products and
services have gone through market feasibility studies and are equipped with sustainable features that take
into account market demand and relevant regulatory requirements. Therefore, getting customers’ feedbacks
and having regular customer interactions via discussions, email communications and factory visits are key
elements to our business growth.

Our ICT segment continues to invest in research & development activities to ensure that our products and
services remain competitive. Some of the activities include:-

• Cost-down, improved design by reducing wastage and energy consumption;

• Safety improvements by integrating more features into various products;
• Automation of services such as data collection, notifications & alerts; and
• Compliance to recognised standards & certifications.
 ANNUAL REPORT 2022 43

SUSTAINABILITY
STATEMENT
(Continued)

OUR IMPACT ON THE ECONOMY (continued)

PRODUCT CERTIFICATION AND QUALITY MANAGEMENT

Technological advancement is crucial to remain competitive in this emerging business environment. As part
of our commitment towards continual quality improvement in our product and services, our subsidiary, Amtel
Cellular Sdn Bhd (“AMCSB”), has established a dedicated in-house team which oversees our overall quality
control and assurance under our Quality Management System. In 2011, AMCSB was approved by Lloyd’s
Register Quality Assurance Limited for the certification of TS16949 Standard and subsequently upgraded to
the certification of IATF 16949:2016 in year 2018 (subsequently renewed in 2022). This certification is testimony
to our dedication in terms of quality towards our automotive clients in Malaysia and other ASEAN countries.

SUSTAINABLE SUPPLY CHAIN MANAGEMENT

How effective and efficient our supply chain works affects our operations. We work closely with our principal
partners, sub-contractors, local and overseas suppliers to ensure that the materials and services procured
conform with the standards, law and regulations relating to environmental, occupational health, safety and
labour practices.

Our aim is to incorporate ethical practice, environmental and social considerations when developing a
transparent procurement process. We always give priorities to locally sourced supplies in order to help boost
the local economy.

We conduct stringent evaluations of suppliers and sub-contractors prior to engaging their services. Their
performances are monitored and reviewed regularly to ensure sustainability is preserved. Our procurement
and logistic team conduct regular visits and meetings at suppliers’ factories to ensure that their pricing is
competitive, credit terms are fair and delivery is always on-time. We also constantly interact with our suppliers
via phone calls, email communications and virtual conference calls to update on delivery schedules,
products quality, rejections etc.

Since the outbreak of COVID-19, the prolonged pandemic has caused significant market disruptions such as
volatility in currencies exchange, increase in material costs due to disruptions in the global supply chain and
global inflation. To minimize any potential adverse impact, we share and exchange regulatory updates and
latest industry information with our suppliers and business partners on a regular basis.

GREEN TECHNOLOGY DIVISION

Under the National Sustainability Agenda, the government has been largely supportive in terms of building up
our local Electric Vehicle (“EV”) industry to reduce our country’s carbon footprint.

As our ICT segment primarily serves the local car manufacturers, we have also setup a Green Technology
division within the Group. This division is responsible for delivering sustainable products and services catering
for the mobility sector. Starting with our EV charging equipment, we have a few more EV-related products
and services which we target to gradually introduce to our customers as well.

While the contribution from this division is still minimal at this moment, we expect our EV-related products and
services will augur well with our customers’ offerings in coming years.
44 AMTEL HOLDINGS BERHAD

SUSTAINABILITY
STATEMENT
(Continued)

OUR IMPACT ON THE ENVIRONMENT

We are mindful of our responsibility towards environmental impacts arising from our day-to-day operations.
Therefore, we create awareness among our employees and encourage them to take a proactive role to
preserve our environment through the following initiatives and practices:-

• Innovative and “Green” Products

As a software and Telematics solutions provider, we design our products and services integrating green
features and innovations. Our Telematics solutions primarily aim to assist our customers in reducing
travelling times, attaining better fuel efficiency, avoiding traffic congestion, etc., which effectively help
in reducing carbon footprint.

• Energy Conservation

o “Green” Renewable Energy

Our group’s operations are all house under our corporate building named Wisma Amtel. In line
with our commitment to adopting good EES principles, Wisma Amtel’s rooftop is installed with Solar
PV system. It covers an estimated area of 380 square meters and is one of our major investments
in renewable energy. This solar system was approved by Tenaga Nasional Berhad on 23 March
2022 under the Net Energy Metering Scheme and is able to generate a maximum capacity of
approximately 220 kWh per day.

The Solar PV system is fully operational since mid-September 2022. As of FYE 2022, the Solar PV
system has generated a total of 16,391.71 kWh.

Apart from that, the others energy conservation our Group practices are as follows:-

o Minimise water and energy consumption within our office buildings and during our operation
processes.
o Turn off machines, plant or other electronic and electrical equipment, such as computers, servers,
electric fans, air-conditioners, lightings, etc. when not in use, including during lunch breaks or
recess.
o Our building is installed with LED lights and air-conditioner with an inverter.
o Encourage our staff to car pool, or take public transport when commuting to office.

• Recycle and Reduce

o Promote paperless office culture through the use of electronic documents in place of hard copy
documents; mode of communication and correspondences among staff and peers are directed
to slowly shift to paperless form.
o Reuse and recycle office stationeries, wherever permissible. For example, waste paper and paper
products, soft and hard cover files are reused to reduce wastages and degradation of resources.
o Production waste and leftovers are either recycled or returned to suppliers for proper disposal.

• End of Life Sales and IT Products

o Obsolete and end of life products (such as wire, PCBA, plastic parts and components etc) and IT
products (such as CPU, hard disk, laptop, tablet, router, switch etc) are disposed of to an e-waste
disposal company certified by Department of Environmental (DOE).
 ANNUAL REPORT 2022 45

SUSTAINABILITY
STATEMENT
(Continued)

OUR IMPACT ON THE SOCIETY

WORKPLACE

Human resource is one of our Group’s biggest assets. Employees play a vital role and is one of the prioritised
stakeholders that will have great influence towards our business success and sustainability.

o Employment Diversity, Retention and Succession Planning

We give equal employment and career growth opportunities to existing and potential employees
regardless of age, gender, background, religion and ethnicity. However, candidates are hired based
on suitability and competency and remuneration is based on skill, qualification, experience, job ranking
and roles and responsibilities.

Our Group’s workforce profile is presented below:-

Workforce Gender Diversity FYE 2019 FYE 2020 FYE 2021 FYE 2022
Male 67% 68% 57% 58%
Female 33% 32% 43% 42%
Total 100% 100% 100% 100%

Age Group FYE 2019 FYE 2020 FYE 2021 FYE 2022
Below 30 years old 28% 40% 46% 43%
30 – 50 years old 42% 38% 39% 40%
Above 50 years old 30% 22% 15% 17%
Total 100% 100% 100% 100%

In terms of age, 83% (FY 2021: 85%) of our staff are below 50 years old which constitute an energetic
workforce supporting our Group’s continued business sustainability. We believe that innovative products
and quality solutions are developed through interaction amongst employees from diverse knowledge,
different skill sets and background.

We have put in place a succession plan to ensure continuity and healthy transition of leadership.

As part of our Group’s succession planning, our recruitment policy focuses on bringing in young and
dynamic talents with relevant expertise to carry the business to the next level of growth. In line with this, we
offer competitive remuneration packages to attract, retain and motivate the right talents within our Group.

o Occupational Health and Safety

Our Group places high emphasis on the health and safety of our employees. It is vital that they stay
in tip-top working condition at all times. We are committed to provide a safe and healthy working
environment for our employees and to ensure safe practices in all aspects of our operations and
activities. Safety measures in place include providing 24 hours security guards, surveillance equipment,
notices on safety measures at relevant work locations etc. We also ensure that fire extinguishers and lifts
are maintained regularly and are in good working condition.

The ICT segment has set up an internal Environment, Health and Safety (“EHS”) Committee to
continuously review and make improvements for a cleaner, healthier and safe environment and
to ensure compliance with all the environmental laws and EHS legislation. EHS Committee has also
established a formal Safety and Health procedures and policies with the objective to ensure that all the
emergency and spill response programmes are put in place to prevent and minimise injuries to our staff,
visitors and contractors. We conduct regular in-house training for our employees on the awareness of
safe work practices, especially the production/manufacturing teams who are exposed to hazards such
as sharp tools and moving parts at their work stations. For FYE 2022, we have zero incident of accident at
the workplace.
46 AMTEL HOLDINGS BERHAD

SUSTAINABILITY
STATEMENT
(Continued)

OUR IMPACT ON THE SOCIETY (CONTINUED)

WORKPLACE (Continued)

o Occupational Health and Safety (Continued)

Apart from the above, although our country is transitioning into COVID-19 endemic phase, we still keep
in mind that the virus is evolving and transmittable. Thus, we continue to maintain certain SOPs such
as wearing face mask in the office, weekly self test for our production workers and employees who
contracted the virus are required to self-quarantine at home to minimise the risk of virus spread within
our office building.

o Employees Training and Career Development

Number of Years of Service FYE 2019 FYE 2020 FYE 2021 FYE 2022
Below 5 years 61% 68% 79% 78%
5 – 10 years 25% 17% 11% 13%
Above 10 years 14% 15% 10% 9%
Total 100% 100% 100% 100%

Many of our staff have served our Group for a long time. Currently 21% (FY 2021: 21%) of the present staff
have been with us for more than five years. Some of them started from executive positions and worked
their way up to become managers and senior management team within our group of companies.

Our Group provides regular briefing and on-the-job trainings to new recruits to equip them with the
relevant skills and knowledge. We promote continuous learning and self- improvement to existing
employees and develop internal talent. Staff are assigned to attend job related trainings, workshops
and seminars to keep themselves abreast of the latest development in their respective field of
professional and to upgrade their skills on a regular basis. Trainings are usually in the form of internal and
external trainings.

Our Group adopts a merit-based reward system, linking reward to staff contribution and performance.
We conduct annual performance appraisal to assess employee own performance and to determine
the appropriate reward. The reward may be in the form of bonus, salary revision and/or promotion,
which quantum and level of promotion will depend on their performance. In this way, staff have the
opportunity to engage directly with the management to understand each other’s requirements, which
we believe will promote transparency and two-way communication.

o Conducive workplace

We aim to provide a conducive work environment that promotes harmonious work culture, mutual
respect, non-discrimination and teamwork as part of our employees’ retention efforts. We believe
that motivated and dedicated employees are able to contribute at their optimal levels which in turn
contribute effectively to the Group’s performance.

Our staff holds monthly gatherings to celebrate their colleagues’ birthdays and annual parties during
major festive celebrations to promote interactions among themselves. However, many of these planned
gatherings were held back since FY 2020 due to the COVID-19 outbreak.

A safe and healthy workplace may avert absenteeism and do good to an employee’s morale. Our
newly renovated premise is well fitted with air-conditioners, latest IT equipment within each discussion
and meeting rooms, spacious pantry and eating areas at each floor. For added security, all staff are
provided with their own access card which will be used primarily to access the office premise. The
employees were able to avail themselves of a Surau within the premise for their convenience.
 ANNUAL REPORT 2022 47

SUSTAINABILITY
STATEMENT
(Continued)

OUR IMPACT ON THE SOCIETY (CONTINUED)

COMMUNITY

We engage with local communities through education, charitable donations, sponsorship and support
in social welfare initiatives. We also encourage our employees to participate in charity programmes on an
individual capacity.

We strive to foster a work-life balance work culture for our employees. To this end, we continue to encourage
and support staff to participate in physical activities and regular sports activities such as badminton, bowling
and sports tournaments although there has been a reduction in such activities in FYE 2022 due to the
COVID-19 pandemic.

We believe that education is an integral component in empowering the young to become the leaders of
tomorrow. Our Group offers short term internship programmes to students and job positions to fresh graduates
from local higher learning institutions and universities majoring in automotive engineering technology,
electronic engineering (automation and robotic), accounting and finance, surveying science, geoinformatics
and geomatics for various positions in our ICT segment.

CONCLUSION

One of our financial goals is to focus on delivering a sustainable performance to enhance our shareholders’
value. On the other hand, we acknowledge that there are areas that still need improvement with respect to
our sustainability initiatives and strategies. In the coming years, we will look into the conduct of a materiality
assessment engaging our key internal and external stakeholders and intensify our efforts in expanding our
sustainability framework and initiatives.
48 AMTEL HOLDINGS BERHAD

ADDITIONAL COMPLIANCE
INFORMATION

(a) Utilisation of Proceeds

The Company did not raise any proceeds during the financial year ended 30 November 2022.

(b) Audit and Non-Audit Fees

The fees incurred for services rendered to the Company and its subsidiaries by the Company’s External
Auditors or a firm affiliated with the External Auditors for the financial year ended 30 November 2022
were as follows:-

Group Company
RM’000 RM’000
Audit Fees 159 71
Non-Audit Fees 6 6

(c) Material Contracts Involving Interests of Directors, Chief Executive who is not a Director and/or Major
Shareholders

There was no material contract entered into by the Company and/or its subsidiaries involving the interest
of Directors, chief executive who is not a Director and/or major shareholders that are still subsisting at the
end of the financial year or since the end of the previous financial year.

(d) Recurrent Related Party Transactions

The details of the recurrent related party transactions entered into by the Company and its subsidiaries
for the financial year ended 30 November 2022 are disclosed in the Note 37 to the accompanying
Audited Financial Statements, which are shown on pages 128 and 129 of this Annual Report.

(e) Long-Term Incentive Plan (“LTIP”)

The LTIP which comprises the Employees Share Option Scheme (“ESOS”) and the Share Grant
Plan (“SGP”) of up to fifteen per centum (15%) of the total number of issued shares in the Company
(excluding treasury shares of the Company, if any) for the eligible person(s) during the LTIP period,
approved by the shareholders at the Extraordinary General Meeting of the Company held on 25 May
2022 was implemented on 3 October 2022. The LTIP shall be in force for a period of five (5) years until
2 October 2027. During the financial year ended 30 November 2022, there were no ESOS and/or SGP
granted or awarded to eligible person(s).
 ANNUAL REPORT 2022 49

AUDIT COMMITTEE
REPORT

The Board of Directors of Amtel Holdings Berhad (“the Board”) is pleased to present the report on the Audit
Committee for the financial year ended 30 November 2022.

COMPOSITION AND ATTENDANCE

The Audit Committee presently comprises the following members:

Ir. Chew Yook Boo

Chairman/Independent Non-Executive Director

YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin

Member/Non-Independent Non-Executive Chairman

Mr. Siow Hock Lee

Member/Independent Non-Executive Director*
*member of the Malaysian Institute of Accountants

The Audit Committee was established on 1 August 1997. The Company has complied with Paragraphs 15.09
and 15.10 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa
Securities”), which require all the Audit Committee members to be Non-Executive Directors, with a majority
of them being Independent Non-Executive Directors and the Chairman of the Audit Committee is an
Independent Non-Executive Director. In addition, one (1) of the members of the Audit Committee is also a
member of the Malaysian Institute of Accountants.

In the event of any vacancy in the Audit Committee resulting in the non-compliance with Paragraphs
15.09(1) and 15.10 of the MMLR of Bursa Securities, the Company shall fill the vacancy within three (3) months
pursuant to Paragraph 15.19 of the MMLR of Bursa Securities.

The Audit Committee held a total of five (5) meetings during the financial year ended 30 November 2022 and
the attendance of each member of the Audit Committee is as follows:

Name Attendance of meetings

Ir. Chew Yook Boo 5/5
YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin 5/5
Mr. Siow Hock Lee 5/5

SUMMARY OF ACTIVITIES OF AUDIT COMMITTEE

For the financial year under review, the Audit Committee carried out its duties and functions in accordance
with its Terms of Reference. The activities of the Audit Committee include the following:

(1) Financial Reporting

(a) Reviewed the unaudited quarterly financial results of the Group including draft announcements
pertaining thereto before recommending the same for the Board’s approval and release to Bursa
Securities.

The above review was performed to ensure that the Company’s quarterly financial reporting and
disclosures present a true and fair view of the Group’s financial position and are in compliance with
the Malaysian Financial Reporting Standards, International Accounting Standards and applicable
disclosure provisions of the MMLR of Bursa Securities.
50 AMTEL HOLDINGS BERHAD

AUDIT COMMITTEE
REPORT
(Continued)

SUMMARY OF ACTIVITIES OF AUDIT COMMITTEE (CONTINUED)

For the financial year under review, the Audit Committee carried out its duties and functions in accordance
with its Terms of Reference. The activities of the Audit Committee include the following (Continued):

(1) Financial Reporting (Continued)

(b) Reviewed and made recommendation to the Board in respect of the financial statements of
the Company and Group and to ensure they presented a true and fair view of the Company’s
financial position and performance for the year and compliance with regulatory requirements.

(2) Internal Audit

(a)
Reviewed and discussed with the Internal Auditors on their annual internal audit plan and audit
fees to ensure adequate scope, competency, resources and comprehensive coverage of the
activities of the Group.

(b) Reviewed and discussed with the Internal Auditors on the audit findings and recommendations of
the audit findings to improve any weaknesses of the Group’s internal control system and ensure the
risk issues were adequately addressed.

(c)
Evaluated the performance of the internal audit function via a set of questionnaires covering the
effectiveness, adequacy and suitability of the Internal Auditors.

(3) Enterprise Risk Management

(a) Reviewed the Enterprise Risk Management Report for the year 2021/2022.

(4) External Audit

(a) Reviewed and discussed with the External Auditors the audit planning memorandum covering
the audit objectives and plan, audit approach, key audit matters and relevant technical
pronouncements and accounting standards.

(b) Evaluated the performance and assessed the suitability, objectivity and independence of the
External Auditors during the year via a set of questionnaires covering the calibre of the external
audit firm; quality of processes/performance; skills and expertise including industrial knowledge;
independence and objectivity; audit scope and planning; audit fees; and their communications
with the Audit Committee.

The Audit Committee received written assurance from the External Auditors confirming their
independence in accordance with the By-laws of the Malaysian Institute of Accountants.

(c) Recommended to the Board the re-appointment of External Auditors and their remuneration.

(d) Held a private session with the External Auditors without the presence of Executive Directors and
Management to exchange independent views on matters which require the Audit Committee’s
attention.

(5) Related Party Transactions

(a) Reviewed and discussed on a quarterly basis the related party transaction(s) and recurrent related
party transaction(s) entered into by the Group and any conflict of interest situation that may arise
within the Group.

The above is to ensure that the transactions are fair and reasonable to, and are not detriment of,
the minority shareholders.
 ANNUAL REPORT 2022 51

AUDIT COMMITTEE
REPORT
(Continued)

SUMMARY OF ACTIVITIES OF AUDIT COMMITTEE (CONTINUED)

For the financial year under review, the Audit Committee carried out its duties and functions in accordance
with its Terms of Reference. The activities of the Audit Committee include the following (Continued):

(6) Other Matters

(a) Reviewed the Statement on Risk Management and Internal Control which provided an overview of
internal controls within the Group prior to the Board’s approval for inclusion in the Annual Report.

(b) Reviewed the Audit Committee Report and recommended the same for Board’s approval for
inclusion in the Annual Report.

INTERNAL AUDIT FUNCTION

The internal audit function is set up with the objectives to assist the Board and Audit Committee in providing
an independent assessment and assurance of the Group’s state of the internal control system.

The internal audit functions are summarised as follows:

• To ensure that the Group has adequately addressed the key components of corporate governance, risk
management and internal control requirements.

• To ensure that Management of the Group maintains a sound system of internal control to safeguard the
Group’s assets and the interest of shareholders;

• To review the adequacy and effectiveness of the Group’s system of risk management and internal
control;

• To identify principal risks and to ensure the implementation of appropriate internal control and mitigation
measures;

• To perform regular reviews of the operational processes and to provide an independent assurance on
the adequacy and efficiency of financial and operating controls of the Group;

• To ensure the reliability and integrity of the financial and operational information and other
management data that the reporting system is in place;

• To assist the Audit Committee to review the internal audit programmes and results of the internal audit
process and where necessary, ensure that appropriate actions are taken on recommendations of the
internal audit function;

• To assist the Board and Management to instill and sustain the internal control system in a disciplined and
systematic manner; and

• To assist the employees in better understanding, managing and communicating risk and related controls
in an integrated approach.

The Internal Auditors report directly to the Audit Committee and undertake internal audit functions on a
systematic and cyclic basis and on selected business processes. The Internal Auditors adopt a risk-based
approach and prepare its audit plan based on the risk profiles of the major business segments of the Group.
The internal audit plan is assessed annually by the Audit Committee and the Board to ensure the plan remains
relevant and aligns with the Group’s key business risks and business strategies which may change in response
to the dynamics of its operating environment. The Internal Auditors table the results of their review to the
Audit Committee on a half-yearly basis. The results of the Internal Auditors’ review containing audit findings,
Management’s responses and recommended corrective actions are presented to the Audit Committee for
discussions and deliberations. Follow-up reviews on previous audit issues are carried out in order to ensure
that the recommendations made by the Internal Auditors on areas of improvement identified are adopted or
necessary corrective actions have been or are being taken by Management.
52 AMTEL HOLDINGS BERHAD

AUDIT COMMITTEE
REPORT
(Continued)

INTERNAL AUDIT FUNCTION (CONTINUED)

The Group outsourced its internal audit function to an independent external firm of professional internal
auditors, PKM Partners (M) Sdn. Bhd. (“PKM”). PKM assists the Board and Audit Committee in discharging
their responsibilities by providing an independent and objective advisory service and evaluation of risks and
controls in the auditable activities to ensure a sound system of internal controls is implemented across all
business segments. PKM reports directly and independently to the Audit Committee on its activities based on
the approved annual internal audit plan.

PKM’s Internal Control Review methodology is based upon the international recognised internal control
framework i.e., Committee of Sponsoring Organizations of the Treadway Commission (COSO), as
recommended by Bursa Securities. This will also include Information System Reviews in accordance with
Bursa Securities’ Information Technology (“IT”) Security Standards and Procedures. PKM will also benchmark IT
Processes against international standards under Control Objectives for Information and Related Technology in
ensuring the adequacy of controls and security.

During the financial year under review, PKM conducted the following internal audit assignments in the
discharge of its responsibilities:

(i) carried out the annual review of the Group’s enterprise risk assessment focusing mainly on its core
business segment of Information & Communication Technology (“ICT”) and reviewed the operations,
Standard Operating Procedures (“SOPs”), internal control and the financial reporting functions of
Infrastructure and Services segment;

(ii) carried out the review on the inventory management and inventory accounting of the ICT segment to
ensure SOPs and system of internal controls are established for inventory accuracy and completeness
and are properly accounted for in the Enterprise Resource Planning system; and

(iii) Personal Data Protection Act Malaysia 2010 (“Act”) – PKM assisted Management in formulating the
Group’s data protection and privacy policy; carried out the review of the IT framework, infrastructure,
and data security across all business segments; and conducted awareness training to all level of staff on
the basic concepts, principles and best practices of the Act.

Based on PKM’s review, a number of weaknesses to internal controls were identified and addressed.
However, none of the weaknesses noted have resulted in material losses, contingencies or uncertainties to
the Group. The costs incurred in relation to the internal audit function of the Group for the financial year
ended 30 November 2022 was RM48,917 (For information, FY2021: RM46,763).

The associated companies have not been dealt with as part of the Group for the purpose of this report. The
Group’s system of internal controls does not apply to associated companies where the Group does not have
any direct control over their operations. However, the Group’s interest is served through representation on
the boards of the respective associated companies and the Board meets regularly to discuss and review the
financial performance of these companies when necessary. The financial performance of these associated
companies is provided regularly to Management and Board via the Group’s monthly financial reporting
framework with the objective of safeguarding the investment of the Group.
 ANNUAL REPORT 2022 53

STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL

INTRODUCTION

The Board is pleased to present the Group’s Statement on Risk Management and Internal Control
(“Statement”) which outlined the scope and key elements of risk management and internal control system of
the Group for the financial year ended 30 November 2022. This Statement has been prepared in accordance
with paragraph 15.26 (b) of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities
Berhad (“Bursa Securities”) and as guided by the Statement on Risk Management & Internal Control:
Guidelines for Directors of Listed Issuers (“Guidelines”).

THE BOARD’S RESPONSIBILITIES

The Board affirms its overall responsibility in maintaining a sound system of internal control and risk
management framework as well as to review the adequacy and effectiveness of these systems to safeguard
shareholders’ investments and the Group’s assets.

However, in view of the limitations that are inherent in any system of risk management and internal
control, these systems are designed to manage rather than to eliminate all the risks that may impede the
achievement of the Group’s business objectives and goals. Hence, such systems can only provide a
reasonable and not absolute assurance against material misstatement or errors.

THE RISK MANAGEMENT FRAMEWORK

The Group’s risk management framework is outlined in its Enterprise Risk Management Policy. It is the policy
of the Group to achieve best practices in the management of all significant risks that threatens to adversely
impact the Group, which includes its business strategies, operation and key functional areas, employees,
assets and its customers. The Group adopts the COSO Enterprise Risk Management (“ERM”) methodology to
cultivate and promote the risk ownership and continuous monitoring of key risks identified.

The Board through the ERM Committee (“ERMC”) will continually review risk management framework and
ensures appropriate action is taken to remedy any significant weaknesses identified from the review. The
ERMC is headed by the Chief Operating Officer and comprises Strategic Business Unit (“SBU”) heads together
with senior management and is assisted by the internal auditors to determine and communicate policy,
objectives, procedures and guidelines. The ERMC also directs and monitors the implementation of ERM
practices and activities throughout the Group.

The ERM was established with the following main objectives:-

• To ensure the ERM is adequate, adopted and practiced throughout the Group;
• To ensure ERM framework is clearly communicated to all levels of employees and to promote a culture
of participation in the risk management process;
• To protect the Group from significant adverse impact arising from incidents, to reduce its exposure,
mitigate and control these losses;
• To ensure that the Group fulfills its mission, perform its key functions and meet its business objectives;
• To ensure that the Group adopts the COSO’s principles and methodologies to determine the risk
appetite; and
• To oversee the implementation of AMTEL Group’s Code of Conduct and Business Ethics (“COBE”), Anti
Bribery and Corruption (“ABC”) Policy and ABC Manual, and to put in place effective system to counter
bribery and corruption by setting up relevant internal control mechanism to prevent and deter any
potential bribery and corruption related activities.

The Group’s ERM is an on-going process which involves the identifying, evaluating and managing significant
business risks affecting the achievement of the Group’s objectives. The ERM is in place during the year under
review and up to the date of approval of this Statement for the purpose of inclusion in the Annual Report.
ERM will form part of the SBU heads and management team’s responsibilities. It is integrated and embedded
into the Group’s strategic and business planning exercise, operational processes and management systems,
as guided by the Group’s policies and procedures.
54 AMTEL HOLDINGS BERHAD

STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL
(Continued)

THE RISK MANAGEMENT FRAMEWORK (CONTINUED)

In respect of managing a special or specific risk, the responsibility may be assigned to a nominated senior
officer of the Group, or a committee chairman, as determined by the ERMC when necessary. Consultants
may be retained from time to time to advise and assist in the risk management process, or management of
specific risks or categories of risk.

Employees of the Group at every work level are recognised as having a role in the risk management
awareness and in the process of identification of risks. To enhance the risk management process, the Group
reviews regularly the existing risks and identifies new risks with the involvement of selected staff to encourage
their participation in the ERM process.

The ERM policy enables the management and the Board to share a common model in the effective
communication and evaluation of principal business risks faced by the Group. The risks associated with key
business units are identified, assessed and categorised to highlight the root causes of risks, their impacts and
the likelihood of occurrence. Risk profiles for the key business units are presented to the ERMC and the Board
for deliberation and approval for adoption. Appropriate action plans are formulated to address any key risks
identified by management depending on the magnitude of each risk. The SBU heads also prepare action
plans to address and manage the key risks and control issues as highlighted by the internal auditors.

The Board with the assistance of the Audit Committee, the ERMC and internal auditors will re-assess
the adequacy and effectiveness of these systems and where appropriate updates them when there are
changes in the Group’s business environment.

KEY ELEMENTS OF RISK MANAGEMENT AND INTERNAL CONTROL

The key elements of the Group’s risk management and internal control system are categorised as follows: -

(1) Control Environment and Activities

(i) Standard operating policies and procedures (“SOP”)

Various SOPs are in place which serve as a guidance for the Group’s daily operations. These SOPs
are reviewed and adjusted as and when necessary to ensure they are operating effectively and
continue to support the Group’s growing business activities.

IATF 16949:2016 Quality Management Systems has been implemented for the Group’s key
operating subsidiary, namely Amtel Cellular Sdn. Bhd. where documented internal procedures
and standard operating procedures have been put in place, guiding employees in carrying
out their functions effectively. Internal quality audits are carried out by qualified management
representative and annual surveillance audits are conducted by an independent certification
body to warrant a high assurance of compliance.

(ii) Organisation structure and authorisation procedures

The Group has a defined organisational structure which clearly lay down the lines of responsibility,
accountability, authority limits and approval procedures for the various divisions of the Group’s business.

(iii) Whistle blowing policy and procedures

A policy on whistle blowing has been established to facilitate the reporting of activities or practices
which are in violation of the Group’s work rules and policies in a safe and confidential manner.

(iv) Anti-bribery and corruption policy

The Group has established the anti-bribery and corruption policy and manual and is committed to
conducting the business ethically, as well as complying with all applicable laws in all jurisdiction in
which it operates.

(v) Code of conduct (‘Code”) and human resource management policies and regulations (“HR Policy”)
The Code and HR Policy covers all levels of management and employees and serves as a source for
easy reference on all personnel matters of the Group. They are reviewed from time to time to ensure
continuity in the business management processes and support the Group’s business objectives.
 ANNUAL REPORT 2022 55

STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL
(Continued)

KEY ELEMENTS OF RISK MANAGEMENT AND INTERNAL CONTROL (CONTINUED)

The key elements of the Group’s risk management and internal control system are categorised as follows:-
(Continued)

(2) Information and Communication

(i) Meetings are held at business units and divisional levels with the present of the Chief Executive
Officers (“CEOs”) and/or Chief Operating Officer (“COO”), discuss and review operational and
financial issues which require timely decision making and action plan.

(ii) Monthly financial and key operation reports are provided to the senior management and SBU
heads on a monthly basis for monitoring and execution of business plans. The Group also operates
an ERP and information system that provides for transactions to be captured, compiled and
reported. The information system, secured intranet and electronic mail system are used as a tool
for communication, dissemination and sharing of operation data, management information and
knowledge.

(3) Review and Monitoring Process

(i) There is a process for setting monthly, quarterly and/or yearly targets, which include amongst others
sales forecast, planned projects expenses and capital expenditure for key business operations that
require the review and approval by respective CEO and COO.

(ii) Actual performance is monitored against the agreed targets and identification of significant
variance is highlighted to senior management for prompt corrective action plan, when necessary.

(iii) Quarterly monitoring of the Group’s results by the Board, who plays an active role in discussing,
deliberating and reviewing any new business ventures, strategies, significant performance and risks
faced by the Group.

(iv) Provision of internal and external training and development programmes to enhance employees’
competency and skill set. In house awareness training conducted to educate and update
workforce about the new regulations and laws in place and the new policies or procedures the
Group has in place and its compliance.

INTERNAL AUDIT FUNCTIONS

The Audit Committee assists the Board in reviewing the adequacy and effectiveness of the risk management
and internal control system in the Company. The Board has outsourced its internal audit functions to PKM
Partners (M) Sdn. Bhd. (“PKM”), which reports directly and independently to the Audit Committee.

A description of the internal audit functions and activities of PKM during the financial year ended 30 November
2022 can be found in the Audit Committee Report as set out on pages 51 and 52 of this Annual Report.

Upon completion of their audit review, the Internal Auditor submits a report to the Audit Committee on
their audit findings, such as internal control weaknesses identified as well as recommendations or corrective
measures for the Audit Committee’s review and approval, or for future deliberation with the SBU Heads/Board.

The associated companies have not been dealt with as part of the Group for the purpose of this Statement.
The Group’s system of internal controls does not apply to associated companies where the Group does not
have any direct control over their operations. However, the Group’s interest is served through representation
on the boards of the respective associated companies and the Board meets to discuss and review the
financial performance of these companies when necessary. The financial performance of these associated
companies is provided to the Management and Board via the Group’s monthly financial reporting framework
with the objective of safeguarding the investment of the Group.
56 AMTEL HOLDINGS BERHAD

STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL
(Continued)

ASSURANCE AND CONCLUSION

The Board has received assurance from the Chief Executive Officer that the Group’s overall risk management
and internal control systems have been operating adequately and effectively, in all material aspects based
on the risk management and internal control processes adopted and have received the same assurance
from the respective SBU heads.

Taking this assurance into consideration, the Board is of the opinion that there is an ongoing process
of identifying, evaluating and managing significant risks faced by the Group. The Group’s systems of
risk management and internal control were satisfactory and adequate to safeguard the interest of the
shareholders and the Group’s assets. There were no significant internal control deficiencies that result
in material losses, contingencies or uncertainties requiring disclosure in the Annual Report. The Board and
management are cognisant that the development of a sound system of internal control is an on-going
process and will continually assess the adequacy and effectiveness of the Group’s risk management
framework and system of internal control and strengthen it in line with the changes and challenges in the
business environment in which the Group operates in.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

Pursuant to Paragraph 15.23 of the Bursa Securities’ MMLR, the external auditors have reviewed and reported
the results thereof to the Board. The review was a limited assurance engagement performed in accordance with
Malaysian Approved Standard on Assurance Engagements, ISAE 3000, Assurance Engagements Other than Audits
or Reviews of Historical Financial Information and RPG 5 (Revised), Guidance for Auditors on Engagements to
Report on the Statement on Risk Management and Internal Controls Included in the Annual Report.

Based on the limited assurance engagement performed, the external auditors, Messrs Baker Tilly Monteiro
Heng PLT, have reported to the Board that nothing has come to their attention that causes 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, Statement on Risk Management and Internal Control: Guidelines for
Directors of Listed Issuers, nor is factually inaccurate.

This Statement has been approved by the Board on 20 March 2023.

 ANNUAL REPORT 2022 57

DIRECTORS’
RESPONSIBILITY STATEMENT
IN RESPECT OF THE PREPARATION OF THE
AUDITED FINANCIAL STATEMENTS

The Directors are responsible to ensure that the financial statements give a true and fair view of the financial
position of the Group and of the Company as at the end of each financial year, and of their financial
performance and cash flows for that financial year then ended.

In preparing the financial statements of the Group and of the Company for the financial year ended 30
November 2022, the Directors have:-

• adopted and reviewed the appropriate accounting policies that are consistently applied;
• made judgements and estimates that are reasonable and prudent;
• ensure compliance with the application of approved accounting standards in Malaysia; and
• prepared it on the assumption that the Company and the Group will operate as a going concern.

The Directors have the responsibility for ensuring that the Group and the Company maintains proper
accounting and other records, which disclose with reasonable accuracy the financial position of the Group
and the Company and in compliance with the Companies Act, 2016.

In addition, the Directors are also responsible for taking reasonable steps to safeguard the assets of the Group
and of the Company and to prevent and detect fraud and other irregularities.
 R epor t s a nd
Fin an cial State ments
for th e F in an c i al Year Ended 30 November 2022

59 Directors’ Report
66 Statements of Financial Position
68 Statements of Comprehensive Income

69 Statement of Changes in Equity

71 Statements of Cash Flows

75 Notes to the Financial Statements

148 Statement by Directors

148 Statutory Declaration

149 Independent Auditors’ Report

 ANNUAL REPORT 2022 59

DIRECTORS’
REPORT

The directors hereby submit their report together with the audited financial statements of the Group and of
the Company for the financial year ended 30 November 2022.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding, property investment and the provision of
management services. The principal activities of the subsidiaries are set out in Note 6 to the financial
statements.

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

RESULTS

Group Company
RM RM

Profit for the financial year, net of tax 2,089,812 687,173

Attributable to:
Owners of the Company 2,089,812 687,173

DIVIDENDS

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

The directors do not recommend the payment of any dividends in respect of the financial year ended 30
November 2022.

RESERVES OR PROVISIONS

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

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were prepared, the directors took
reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the
making of allowance for doubtful debts and had satisfied themselves that all known bad debts had been
written off and that adequate allowance had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render the amount
written off as bad debts or the amount of allowance for doubtful debts in the financial statements of the
Group and of the Company inadequate to any substantial extent.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were prepared, the directors took
reasonable steps to ensure that any current assets which were unlikely to be realised in the ordinary course
of business including their values as shown in the accounting records of the Group and of the Company had
been written down to an amount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values
attributed to the current assets in the financial statements of the Group and of the Company misleading.
60 AMTEL HOLDINGS BERHAD

DIRECTORS’
REPORT
(Continued)

VALUATION METHODS

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

CONTINGENT AND OTHER LIABILITIES

At the date of this report, there does not exist:

(a) any charge on the assets of the Group or of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; and

(b) any contingent liability in respect of the Group or of the Company which has arisen since the end of the
financial year.

In the opinion of the directors, no contingent or other liability of the Group or of the Company has become
enforceable, or is likely to become enforceable, within the period of twelve months after the end of the
financial year which will or may affect the ability of the Group or of the Company to meet their obligations as
and when they fall due.

CHANGE OF CIRCUMSTANCES

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

ITEMS OF MATERIAL AND UNUSUAL NATURE

In the opinion of the directors,

(a) the results of the operations of the Group and of the Company for the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature; and

(b) no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report which is 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.

ISSUE OF SHARES AND DEBENTURES

During the financial year, no new issue of shares or debentures were made by the Company.

WARRANTS

On 24 March 2021, the Company completed the issuance and listing of 48,776,330 free warrants on Bursa
Malaysia Securities Berhad, on the basis of one free warrant for every two existing ordinary shares, constituted
by a Deed Poll dated 19 November 2020.

The salient terms of the free warrants are disclosed in Note 23 to the financial statements.
 ANNUAL REPORT 2022 61

DIRECTORS’
REPORT
(Continued)

WARRANTS (continued)

The movement in the Company’s warrants during the financial year is as follows:

Number of Warrants
At At
1 December 30 November
2021 Allotment Exercised 2022

Warrants 48,776,330 - - 48,776,330

TREASURY SHARES

Treasury shares relate to ordinary shares of the Company that are repurchased and held by the Company in
accordance with the requirement of Section 127 of the Companies Act 2016 in Malaysia.

During the financial year, the Company repurchased 2,000,000 shares from the open market at an average
price of RM0.65 per share. The total consideration paid for the repurchased shares was RM1,305,290 and they
were financed by internally generated funds.

As at 30 November 2022, the Company held 2,000,000 treasury shares out of its 97,553,682 issued and paid up
ordinary shares. Such treasury shares are held at a carrying amount of RM1,305,290.

EMPLOYEE’S SHARE OPTION SCHEME (“ESOS”) AND SHARE GRANT PLAN (“SGP”)

At an Extraordinary General Meeting held on 25 May 2022, the Company’s shareholders approved the
establishment of a long-term incentive plan (“LTIP”), which comprises the ESOS and SGP. The LTIP was
implemented on 3 October 2022 and will continue to be in force for a period of five (5) years from the date
of implementation and may be extended for a period of up to another 5 years provided that the tenure of
the LTIP shall not in aggregate exceed 10 years from the date of implementation.

The salient features of the ESOS and SGP are disclosed in Note 36 to the financial statements.

No options were granted under the ESOS and no shares were granted under the SGP during the financial
year.

DIRECTORS

The directors in office during the financial year and during the period from the end of the financial year to the
date of the report are:

YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin*

Dato’ Koid Hun Kian*
Siow Hock Lee*
Ir. Chew Yook Boo
Koid Siang Loong*
Lim Hun Teik*

* Directors of the Company and certain subsidiaries

62 AMTEL HOLDINGS BERHAD

DIRECTORS’
REPORT
(Continued)

DIRECTORS (continued)

Other than as stated above, the names of the directors of the subsidiaries of the Company in office during
the financial year and during the period from the end of the financial year to the date of the report are:

Chin Wou Chau

Lee Chye Khern
Wong Shok Fan
Leong Sok Yee
Ng Shyh Kang

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings required to be kept by the Company under Section 59
of the Companies Act 2016 in Malaysia, the interests of directors in office at the end of the financial year in
shares and warrants of the Company during the financial year were as follows:

Number of Ordinary Shares

At At
1 December 30 Novemeber
2021 Bought Sold 2022

Direct interest:
Dato’ Koid Hun Kian 12,429,132 - - 12,429,132
YTM. Tunku Dato’ Seri Kamel Bin
Tunku Rijaludin 300,000 - - 300,000
Siow Hock Lee 97,999 - - 97,999
Lim Hun Teik 183,000 - - 183,000
Koid Siang Loong 2,339,599 1,000,000 - 3,339,599

Indirect interest:
Dato’ Koid Hun Kian * 12,186,303 1,000,000 - 13,186,303
Siow Hock Lee ** 1,221,499 - - 1,221,499
Koid Siang Loong *** 2,700,000 - - 2,700,000
 ANNUAL REPORT 2022 63

DIRECTORS’
REPORT
(Continued)

DIRECTORS’ INTERESTS (continued)

According to the Register of Directors’ Shareholdings required to be kept by the Company under Section 59
of the Companies Act 2016 in Malaysia, the interests of directors in office at the end of the financial year in
shares and warrants of the Company during the financial year were as follows (Continued):

Number of Warrants
At At
1 December 30 November
2021 Bought Exercised 2022

Direct interest:
YTM. Tunku Dato’ Seri Kamel Bin
Tunku Rijaludin 150,000 - - 150,000
Siow Hock Lee 48,999 - - 48,999
Lim Hun Teik 91,500 - - 91,500
Koid Siang Loong 1,169,799 - - 1,169,799

Indirect interest:
Dato’ Koid Hun Kian * 2,519,799 - - 2,519,799
Siow Hock Lee ** 610,749 - - 610,749
Koid Siang Loong *** 1,350,000 - - 1,350,000

* This includes shares/warrants held by spouse and/or child pursuant to Section 59(11)(c) and Section 8 of the
Companies Act 2016; and shares/warrants held by virtue of his interest in Simfoni Kilat Sdn. Bhd. and Bai Yun Mountain
Trading (M) Sdn. Bhd. pursuant to Section 8(4) and Section 8 of the Companies Act 2016.
** This includes shares/warrants held by spouse and/or child pursuant to Section 59(11)(c) and Section 8 of the
Companies Act 2016.
*** This includes shares/warrants held by virtue of his interest in Bai Yun Mountain Trading (M) Sdn. Bhd. pursuant to
Section 8(4) and Section 8 of the Companies Act 2016.

By virtue of his interests in the ordinary shares of the Company and pursuant to Section 8 of the Companies
Act 2016 in Malaysia, Dato’ Koid Hun Kian is deemed to have an interest in the ordinary shares of the
subsidiaries to the extent that the Company has an interest.

Other than as stated above, none of the other directors in office at the end of the financial year had any
interest in ordinary shares of the Company and its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled
to receive any benefit (other than benefits included in the aggregate amount of emoluments received or
due and receivable, by the directors as shown below) 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.
64 AMTEL HOLDINGS BERHAD

DIRECTORS’
REPORT
(Continued)

DIRECTORS’ BENEFITS (continued)

The directors’ benefits of the Group and of the Company during the financial year were as follows:

Group Company
RM RM

Directors of the Company

Fees 206,400 177,600
Other emoluments 982,816 518,000
Contribution to Employees Provident Fund and social security contribution 78,656 20,870
Estimated monetary value of benefit-in-kind 39,950 31,150

Directors of the subsidiaries

Other emoluments 144,342 -
Contribution to Employees Provident Fund and social security contribution 6,426 -
Estimated monetary value of benefit-in-kind 7,075 -

1,465,665 747,620

Neither during, nor at the end of the financial year, was the Company a party to any arrangements
where the object is to enable the directors to acquire benefits by means of the acquisition of shares in, or
debentures of the Company or any other body corporate, other than as disclosed under Note 36 to the
financial statements.

INDEMNITY TO DIRECTORS AND OFFICERS

During the financial year, the total amount of indemnity insurance coverage and insurance premium paid for
the directors and officers of the Company and its subsidiaries were RM10,000,000 and RM15,225 respectively.

SUBSIDIARIES

The details of the Company’s subsidiaries are disclosed in Note 6 to the financial statements.

The auditors’ reports on the financial statements of the subsidiaries did not contain any qualification.
 ANNUAL REPORT 2022 65

DIRECTORS’
REPORT
(Continued)

AUDITORS

The auditors, Messrs Baker Tilly Monteiro Heng PLT, have expressed their willingness to continue in office.

The details of the auditors’ remuneration of the Group and of the Company during the financial year were
RM165,250 and RM77,000 respectively.

The Company has agreed to indemnify the auditors of the Company as permitted under Section 289 of the
Companies Act 2016 in Malaysia.

This report was approved and signed on behalf of the Board of Directors in accordance with a resolution of
the directors.

YTM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin

Director

DATO’ KOID HUN KIAN

Director

Date: 20 March 2023

66 AMTEL HOLDINGS BERHAD

STATEMENTS OF
FINANCIAL POSITION
AS AT 30 NOVEMBER 2022

Group Company
2022 2021 2022 2021
Note RM RM RM RM

ASSETS
Non-current assets

Property, plant and equipment 5 27,781,039 27,028,419 25,948,402 24,830,745

Investment in subsidiaries 6 - - 18,016,075 18,016,075
Investment in associates 7 1,309,124 1,722,683 - -
Intangible assets 8 1 1 - -
Other investments 9 250,000 250,000 - -
Investment properties 10 3,366,697 3,386,465 - -
Deferred tax assets 11 357,000 307,890 - -

Total non-current assets 33,063,861 32,695,458 43,964,477 42,846,820

Current assets

Inventories 12 5,495,230 6,773,564 - -

Other investments 9 9,589,642 7,444,052 333,876 670,492
Trade receivables 13 10,389,611 8,997,549 - -
Other receivables, deposits and
prepayments 14 3,042,163 844,136 161,647 31,305
Contract assets 15 5,693,843 5,731,367 - -
Tax assets 16 315,800 140,217 - -
Amount owing by subsidiaries 17 - - 6,773,985 6,769,086
Amount owing by associates 18 288,390 156,020 277,021 156,019
Cash deposits with licensed banks 19 6,293,135 8,521,585 - -
Cash and bank balances 20 8,348,756 14,909,474 749,050 2,754,203

Total current assets 49,456,570 53,517,964 8,295,579 10,381,105

TOTAL ASSETS 82,520,431 86,213,422 52,260,056 53,227,925

 ANNUAL REPORT 2022 67

STATEMENTS OF
FINANCIAL POSITION
AS AT 30 NOVEMBER 2022
(Continued)

Group Company
2022 2021 2022 2021
Note RM RM RM RM

EQUITY AND LIABILITIES

Equity attributable to owners of the
Company

Share capital 21 40,148,639 40,148,639 40,148,639 40,148,639

Treasury shares 24 (1,305,290) - (1,305,290) -
Reserves 22 27,447,672 25,343,918 5,778,989 5,091,816

TOTAL EQUITY 66,291,021 65,492,557 44,622,338 45,240,455

Liabilities
Non-current liabilities

Hire purchase payables 25 99,575 60,497 - -

Deferred tax liabilities 11 104,003 104,803 - -

Total non-current liabilities 203,578 165,300 - -

Current liabilities

Trade payables 26 7,976,328 11,192,502 - -

Other payables, deposits and accruals 27 2,249,471 2,506,619 853,952 1,195,181
Amount owing to subsidiaries 17 - - 6,746,086 6,755,669
Amount owing to associates 18 163,450 76,776 - -
Provisions 28 1,798,823 1,537,807 37,194 36,134
Contract liabilities 15 2,619,793 2,484,977 - -
Bank borrowings 29 587,144 2,095,911 - -
Hire purchase payables 25 65,598 80,336 - -
Tax liabilities 565,225 580,637 486 486

Total current liabilities 16,025,832 20,555,565 7,637,718 7,987,470

TOTAL LIABILITIES 16,229,410 20,720,865 7,637,718 7,987,470

TOTAL EQUITY AND LIABILITIES 82,520,431 86,213,422 52,260,056 53,227,925

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

68 AMTEL HOLDINGS BERHAD

STATEMENTS OF
COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022

Group Company
2022 2021 2022 2021
Note RM RM RM RM
(Restated)

Revenue 31 60,500,144 54,728,008 3,394,711 3,341,551

Cost of sales 32 (49,302,955) (42,315,112) - -

Gross profit 11,197,189 12,412,896 3,394,711 3,341,551

Other operating income 1,236,019 963,629 22,579 107,680

Distribution expenses (256,219) (273,149) - -

Administrative expenses (5,491,977) (4,889,959) (1,581,147) (1,617,722)
Other operating expenses (3,266,741) (2,941,949) (1,148,690) (896,309)
Impairment loss on trade receivable - (36,650) - -

(9,014,937) (8,141,707) (2,729,837) (2,514,031)

Profit from operations 3,418,271 5,234,818 687,453 935,200

Finance costs (64,875) (70,926) (280) -
Share of results of associates, net of tax 56,179 123,864 - -

Profit before tax 33 3,409,575 5,287,756 687,173 935,200

Income tax expense 34 (1,319,763) (1,730,301) - -

Profit for the financial year 2,089,812 3,557,455 687,173 935,200

Other comprehensive income, net of tax

Items that may be reclassified
subsequently to profit or loss
Foreign currency translation 13,942 2,423 - -

Total comprehensive income for the

financial year 2,103,754 3,559,878 687,173 935,200

Profit for the financial year

attributable to:
Owners of the Company 2,089,812 3,557,455 687,173 935,200

Total comprehensive income

attributable to:
Owners of the Company 2,103,754 3,559,878 687,173 935,200

Earnings per share (sen)

- Basic 35 2.15 3.84
- Diluted 35 2.10 3.51

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

 ANNUAL REPORT 2022 69

STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022

Attributable to Owners of the Company

Fair Value
Reserve of
Financial Foreign
Share Assets Exchange Retained Total
Group Capital at FVOCI Reserve Earnings Equity
Note RM RM RM RM RM

At 1 December 2020 40,148,639 159,000 38,023 21,587,017 61,932,679

Total comprehensive
income for the financial
year

Profit for the financial year - - - 3,557,455 3,557,455

Other comprehensive
income for the financial
year - - 2,423 - 2,423

Total comprehensive
income - - 2,423 3,557,455 3,559,878

At 30 November 2021 40,148,639 159,000 40,446 25,144,472 65,492,557

Attributable to Owners of the Company

Fair Value
Reserve of
Financial Foreign
Share Treasury Assets at Exchange Retained Total
Group Capital Shares FVOCI Reserve Earnings Equity
Note RM RM RM RM RM RM

At 1 December 2021 40,148,639 - 159,000 40,446 25,144,472 65,492,557

Total comprehensive
income for the financial
year

Profit for the financial

year - - - - 2,089,812 2,089,812
Other comprehensive
income for the financial
year - - - 13,942 - 13,942

Total comprehensive
income - - - 13,942 2,089,812 2,103,754

Transaction with owners

Share repurchased 24 - (1,305,290) - - - (1,305,290)

Total transaction with

owners - (1,305,290) - - - (1,305,290)

At 30 November 2022 40,148,639 (1,305,290) 159,000 54,388 27,234,284 66,291,021

70 AMTEL HOLDINGS BERHAD

STATEMENT OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022
(Continued)

Share Treasury Retained Total

Company Capital Shares Earnings Equity
Note RM RM RM RM

At 1 December 2020 40,148,639 - 4,156,616 44,305,255

Total comprehensive income for the

financial year

Profit for the financial year - - 935,200 935,200

Total comprehensive income - - 935,200 935,200

At 30 November 2021 40,148,639 - 5,091,816 45,240,455

Total comprehensive income for the

financial year

Profit for the financial year - - 687,173 687,173

Total comprehensive income - - 687,173 687,173

Transaction with owners

Share repurchased 24 - (1,305,290) - (1,305,290)

Total transaction with owners - (1,305,290) - (1,305,290)

At 30 November 2022 40,148,639 (1,305,290) 5,778,989 44,622,338

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

 ANNUAL REPORT 2022 71

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022

Group Company
2022 2021 2022 2021
Note RM RM RM RM

Cash flows from operating activities

Profit before tax 3,409,575 5,287,756 687,173 935,200

Adjustments for:
Depreciation of property, plant and
equipment 1,554,926 1,268,456 432,059 239,226
Depreciation of investment properties 19,768 19,768 - -
Distribution income from fixed income
funds (148,357) (77,465) (13,384) (25,039)
Dividend income - - (1,474,200) (1,701,000)
Dividend income from quoted equity
securities (516,163) (100,967) - -
Fair value loss on other investments 537,545 436,862 - -
Gain on disposal of property, plant
and equipment (68,837) (53,772) - -
Impairment loss on:
- trade receivables - 36,650 - -
- property, plant and equipment 101 8 - -
Interest expense 64,875 70,926 - -
Interest income (189,741) (244,996) (3,795) (18,041)
Inventories written off - 35,901 - -
Inventories written down 19,904 52,471 - -
Loss on partial disposal of an associate 597 - - -
Net provision of warranty costs 552,912 413,292 - -
Net provision for employee benefits 32,831 (47,450) 1,060 (30,500)
Property, plant and equipment
written off - 392 - 18
Share of results of associates (56,179) (123,864) - -
Unrealised gain on foreign exchange (102,620) (96,671) - -
Waiver of amount owing by a
subsidiary - - 5,400 1,300

Operating profit/(loss) before changes

in working capital carried forward 5,111,137 6,877,297 (365,687) (598,836)
72 AMTEL HOLDINGS BERHAD

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022
(Continued)

Group Company
2022 2021 2022 2021
Note RM RM RM RM

Cash flows from operating activities

(Continued)
Operating profit/(loss) before changes
in working capital brought forward 5,111,137 6,877,297 (365,687) (598,836)

Changes in working capital:

Contract assets 172,340 1,606,764 - -
Inventories 1,251,650 (2,551,088) - -
Receivables (3,590,088) 1,155,769 (130,342) 36,473
Payables (3,370,702) (2,710,839) (341,229) 567,802

Cash (used in)/generated from operations (425,663) 4,377,903 (837,258) 5,439

Utilisation of provision of warranty costs (324,727) (196,963) - -
Dividend received - - 1,474,200 1,701,000
Interest paid (64,875) (70,926) - -
Interest received 189,741 244,996 3,795 18,041
Income tax paid (1,560,668) (1,907,982) - -

Net cash from/(used in) operating

activities (2,186,192) 2,447,028 640,737 1,724,480

Cash flows from investing activities

Proceeds from partial disposal of
associate 5,520 - - -
Advances to an associate (132,370) (140,481) (121,002) (144,422)
Advances to subsidiaries - - (2,043,616) (2,768,318)
Repayment from subsidiaries - - 2,033,317 2,515,962
Distribution income from fixed
income funds 148,357 77,465 13,384 25,039
Dividend income from quoted equity
shares 516,163 100,967 - -
Dividend received from an associate 470,400 - - -
Net changes in pledged cash deposits 2,182,287 (121,898) - -
Net (placement)/withdrawal of fixed
income funds (1,828,980) 265,939 336,616 (625,039)
Net cash from/(used in) investing
activities carried forward 1,361,377 181,992 218,699 (996,778)

 ANNUAL REPORT 2022 73

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022
(Continued)

Group Company
2022 2021 2022 2021
Note RM RM RM RM

Cash flows from investing activities

(Continued)
Net cash from/(used in) investing
activities brought forward 1,361,377 181,992 218,699 (996,778)

Net acquisition of quoted equity

securities (854,155) (320,235) - -
Proceeds from disposal of property,
plant and equipment 101,839 79,900 - -
Purchase of property, plant and
equipment 5 (2,340,649) (4,589,722) (1,549,716) (3,656,250)
Purchase of investment properties 10 - (337,500) - -

Net cash used in investing activities (1,731,588) (4,985,565) (1,331,017) (4,653,028)

Cash flows from financing activities (a)

Advances from an associate 86,674 63,776 - -

Advances from subsidiaries - - 20,973 26,061
Repayment to subsidiaries - - (30,556) (26,363)
Purchase of treasury shares (1,305,290) - (1,305,290) -
Net drawdown/(payment) of hire
purchase payables 24,340 (98,664) - -

Net cash used in financing activities (1,194,276) (34,888) (1,314,873) (302)

Net decrease in cash and cash

equivalents (5,112,056) (2,573,425) (2,005,153) (2,928,850)
Cash and cash equivalents at the
beginning of the financial year 12,874,223 15,445,225 2,754,203 5,683,053
Effects of foreign exchange rate
changes 13,942 2,423 - -

Cash and cash equivalents at the end

of the financial year 30 7,776,109 12,874,223 749,050 2,754,203
74 AMTEL HOLDINGS BERHAD

STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 NOVEMBER 2022
(Continued)

(a) Reconciliation of liabilities arising from financing activities:

1 December 30 November
2021 Cash Flows 2022
Group Note RM RM RM

Hire purchase payables 25 140,833 24,340 165,173

1 December 30 November
2020 Cash Flows 2021
RM RM RM

Hire purchase payables 25 239,497 (98,664) 140,833

Company

Changes in liabilities arising from financing activities are changes arising from cash flows.

(b) Total cash out-flow for leases

During the financial year, the Group and the Company has total cash out-flows for lease of RM41,440
(2021: RM252,700) and RM Nil (2021: RM68,000) respectively.

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

 ANNUAL REPORT 2022 75

NOTES TO THE
FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

Amtel Holdings Berhad (“the Company”) is a public limited liability company, incorporated and
domiciled in Malaysia and is listed on the Main Market of the Bursa Malaysia Securities Berhad. The
registered office and principal place of business of the Company is located at Wisma Amtel, No.12,
Jalan Pensyarah U1/28, Hicom Glenmarie Industrial Park, 40150 Shah Alam, Selangor, Malaysia.

The principal activities of the Company are investment holding, property investment and the provision
of management services. The principal activities of the subsidiaries are set out in Note 6 to the financial
statements.

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

The financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors on 20 March 2023.

2. BASIS OF PREPARATION

2.1 Statement of compliance

The financial statements of the Group and of the Company have been prepared in accordance
with the Malaysian Financial Reporting Standards (“MFRSs”), the International Financial Reporting
Standards and the requirements of the Companies Act 2016 in Malaysia.

2.2 Adoption of amendments/improvements to MFRSs

The Group and the Company have adopted the following new MFRS, amendments/improvements
to MFRSs and for the current financial year:

Amendments/Improvements to MFRSs
MFRS 4 Insurance Contracts
MFRS 7 Financial Instruments: Disclosures
MFRS 9 Financial Instruments
MFRS 16 Leases
MFRS 139 Financial Instruments: Recognition and Measurement

The adoption of the above amendments/improvements to MFRSs did not have any significant
effect on the financial statements of the Group and of the Company, and did not result in
significant changes to the Group’s and the Company’s existing accounting policies.
76 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

2. BASIS OF PREPARATION (CONTINUED)

2.3 New MFRS and amendments/improvements to MFRSs that have been issued, but yet to be effective

The Group and the Company have not adopted the following new MFRS, and amendments/
improvements to MFRSs that have been issued, but yet to be effective:

Effective for
Financial Periods
Beginning or after

New MFRS
MFRS 17 Insurance Contracts 1 January 2023

Amendments/Improvements to MFRSs
MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards 1 January 2022^/
1 January 2023#
MFRS 3 Business Combinations 1 January 2022/
1 January 2023#
MFRS 5 Non-current Assets Held for Sale and Discontinued Operations 1 January 2023#
MFRS 7 Financial Instruments: Disclosures 1 January 2023#
MFRS 9 Financial Instruments 1 January 2022^/
1 January 2023#
MFRS 10 Consolidated Financial Statements Deferred
MFRS 15 Revenue from Contracts with Customers 1 January 2023#
MFRS 16 Leases 1 April 2022/
1 January 2022^
MFRS 17 Insurance Contracts 1 January 2023
MFRS 101 Presentation of Financial Statements 1 January 2023/
1 January 2023#
MFRS 107 Statements of Cash Flows 1 January 2023#
MFRS 108 Accounting Policies, Changes in Accounting Estimates and Error 1 January 2023
MFRS 112 Income Taxes 1 January 2023
MFRS 116 Property, Plant and Equipment 1 January 2022/
1 January 2023#
MFRS 119 Employee Benefits 1 January 2023#
MFRS 128 Investments in Associates and Joint Ventures Deferred/
1 January 2023#
MFRS 132 Financial Instruments: Presentation 1 January 2023#
MFRS 136 Impairment of Assets 1 January 2023#
MFRS 137 Provisions, Contingent Liabilities and Contingent Assets 1 January 2022/
1 January 2023#
MFRS 138 Intangible Assets 1 January 2023#
MFRS 140 Investment Property 1 January 2023#
MFRS 141 Agriculture 1 January 2022^

^ The Annual Improvements to MFRS Standards 2018-2020.

# Amendments as to the consequence of effective of MFRS 17 Insurance Contracts.
 ANNUAL REPORT 2022 77

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

2. BASIS OF PREPARATION (CONTINUED)

2.3
New MFRS and amendments/improvements to MFRSs that have been issued, but yet to be effective
(Continued)

(a) The Group and the Company plan to adopt the above applicable new MFRS and
amendments/improvements to MFRSs when they become effective. A brief discussion on
the above significant new MFRS and amendments/improvements to MFRSs that may be
applicable to the Group and the Company are summarised below.

Amendments to MFRS 101 Presentation of Financial Statements

The amendments include specifying that an entity’s right to defer settlement of a liability for at
least twelve months after the reporting period must have substance and must exist at the end
of the reporting period; clarifying that classification of liability is unaffected by the likelihood
of the entity to exercise its right to defer settlement of the liability for at least twelve months
after the reporting period; clarifying how lending conditions affect classification of a liability;
and clarifying requirements for classifying liabilities an entity will or may settle by issuing its own
equity instruments.

The amendments require an entity to disclose its material accounting policy information rather
than significant accounting policies. The amendments, amongst others, also include examples
of circumstances in which an entity is likely to consider an accounting policy information to
be material to its financial statements. To support this amendments, MFRS Practice Statement
2 was also amended to provide guidance on how to apply the concept of materiality to
accounting policy information disclosures. The guidance and examples provided in the
MFRS Practice Statement 2 highlight the need to focus on entity-specific information and
demonstrate how the four-step materiality process can address standardised (or boilerplate)
information and duplication of requirements of MFRSs in the accounting policy information
disclosures.

Amendments to MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors

The amendments revise the definition of accounting estimates to clarify how an entity
should distinguish changes in accounting policies from changes in accounting estimates.
The distinction is important because the changes in accounting estimates are applied
prospectively to transactions, other events, or conditions from the date of that change, but
changes in accounting policies are generally also applied retrospectively to past transactions
and other past events.

(b) The Group and the Company are currently assessing the impact of initial application of the
above applicable amendments/improvements to MFRS. Nevertheless, the Group and the
Company expect that the initial application is unlikely to have material financial impacts to
the current period and prior period financial statements of the Group and the Company.

2.4 Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which they operate (“the functional currency”). The
consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is also the
Company’s functional currency, unless otherwise stated.
78 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

2. BASIS OF PREPARATION (CONTINUED)

2.5 Basis of measurement

The financial statements of the Group and of the Company have been prepared on the historical
cost basis, except as otherwise disclosed in Note 3 to the financial statements.

2.6 Use of estimates and judgement

The preparation of financial statements in conformity with MFRSs requires the use of certain critical
accounting estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the financial statements, and
the reported amounts of the revenue and expenses during the reporting period. It also requires
directors to exercise their judgement in the process of applying the Company’s accounting
policies. Although these estimates and judgement are based on the directors’ best knowledge of
current events and actions, actual results may differ.

The areas where assumptions and major sources of estimation uncertainty at the end of the
reporting period that have significant risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, or areas involving judgements that
have most effect on the amounts recognised in the financial statements are disclosed in Note 4 to
the financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise stated, the following accounting policies have been applied consistently to all the
financial years presented in the financial statements of the Group and of the Company.

3.1 Basis of consolidation

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

(a) Subsidiaries and business combination

Subsidiaries are entities (including structured entities) over which the Group is exposed, or has
rights, to variable returns from its involvement with the acquirees and has the ability to affect
those returns through its power over the acquirees.

The financial statements of subsidiaries are included in the consolidated financial statements
from the date the Group obtains control of the acquirees until the date the Group loses
control of the acquirees.

The Group applies the acquisition method to account for business combinations from the
acquisition date.
 ANNUAL REPORT 2022 79

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 Basis of consolidation (Continued)

(a) Subsidiaries and business combination (Continued)

For a new acquisition, goodwill is initially measured at cost, being the excess of the following:

l the fair value of the consideration transferred, calculated as the sum of the acquisition-
date fair value of assets transferred (including contingent consideration), the liabilities
incurred to former owners of the acquiree and the equity instruments issued by the
Group. Any amounts that relate to pre-existing relationships or other arrangements
before or during the negotiations for the business combination, that are not part of the
exchange for the acquiree, will be excluded from the business combination accounting
and be accounted for separately; plus
l the recognised amount of any non-controlling interests in the acquiree either at fair
value or at the proportionate share of the acquiree’s identifiable net assets at the
acquisition date (the choice of measurement basis is made on an acquisition-by-
acquisition basis); plus
l if the business combination is achieved in stages, the acquisition-date fair value of the
previously held equity interest in the acquiree; over
l the net fair value of the identifiable assets acquired and the liabilities (including
contingent liabilities) assumed at the acquisition date.

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

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

If the business combination is achieved in stages, the Group remeasures the previously held
equity interest in the acquiree to its acquisition-date fair value, and recognises the resulting
gain or loss, if any, in profit or loss. Amounts arising from interests in the acquiree prior to the
acquisition date that have previously been recognised in other comprehensive income are
reclassified to profit or loss or transferred directly to retained earnings on the same basis as
would be required if the acquirer had disposed directly of the previously held equity interest.

If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the business combination occurs, the Group uses provisional fair value
amounts for the items for which the accounting is incomplete. The provisional amounts are
adjusted to reflect new information obtained about facts and circumstances that existed as
of the acquisition date, including additional assets or liabilities identified in the measurement
period. The measurement period for completion of the initial accounting ends as soon as the
Group receives the information it was seeking about facts and circumstances or learns that
more information is not obtainable, subject to the measurement period not exceeding one
year from the acquisition date.

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the
former subsidiary, any non-controlling interests and the other components of equity related to
the former subsidiary from the consolidated statement of financial position. Any gain or loss
arising on the loss of control is recognised in profit or loss. If the Group retains any interest in
the former subsidiary, then such interest is measured at fair value at the date that control is
lost. Subsequently, it is accounted for as an associate, a joint venture, or a financial asset.
80 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 Basis of consolidation (Continued)

(a) Subsidiaries and business combination (Continued)

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. The difference between the Group’s share of net
assets before and after the change, and the fair value of the consideration received or paid,
is recognised directly in equity.

(b) Associates

Associates are entities over which the Group has significant influence, but not control, to the
financial and operating policies.

Investment in associates are accounted for in the consolidated financial statements using the
equity method.

Under the equity method, the investment in associates are initially recognised at cost. The
cost of investment includes transaction costs. Subsequently, the carrying amount is adjusted
to recognise changes in the Group’s share of net assets of the associate.

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

When the Group ceases to have significant influence over an associate, any retained interest
in the former associate at the date when significant influence is lost is measured at fair value
and this amount is regarded as the initial carrying amount of a financial asset. Any difference
between the carrying amount of the associate upon loss of significant influence and the fair
value of the retained investment and proceeds from disposal is recognised in profit or loss.

When the Group’s interest in an associate decrease but does not result in a loss of significant
influence, any retained interest is not remeasured. Any gain or loss arising from the decrease
in interest is recognised in profit or loss. Any gains or losses previously recognised in other
comprehensive income are also reclassified proportionately to the profit or loss if that gain or
loss would be required to be reclassified to profit or loss on the disposal of the related assets or
liabilities.

(c) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions are eliminated in preparing the consolidated financial statements.

Unrealised gains arising from transactions with equity-accounted associates are eliminated
against the investment to the extent of the Group’s interest in the investee. Unrealised losses
are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
 ANNUAL REPORT 2022 81

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Separate financial statements

In the Company’s statement of financial position, investment in subsidiaries and associates are
measured at cost less any accumulated impairment losses, unless the investment is classified as
held for sale or distribution. The cost of investment includes transaction costs. The policy for the
recognition and measurement of impairment losses shall be applied on the same basis as would
be required for impairment of non-financial assets as disclosed in Note 3.12(b) to the financial
statements.

Contribution to subsidiaries are amounts for which the Company does not expect repayment in the
foreseeable future and are considered as part of the Company’s investment in the subsidiaries.

3.3 Foreign currency transactions and operations

(a) Translation of foreign currency transactions

Foreign currency transactions are translated to the respective functional currencies of the
Group entities at the exchange rates prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the exchange rates prevailing at the reporting date.

Non-monetary items denominated in foreign currencies that are measured at fair value
are retranslated at the rates prevailing at the dates the fair values were determined. Non-
monetary items denominated in foreign currencies that are measured at historical cost are
translated at the historical rates as at the dates of the initial transactions.

Foreign exchange differences arising on settlement or retranslation of monetary items

are recognised in profit or loss except for monetary items that are designated as hedging
instruments in either a cash flow hedge or a hedge of the Group’s net investment of a
foreign operation. When settlement of a monetary item receivable from or payable to a
foreign operation is neither planned nor likely to occur in the foreseeable future, exchange
differences are recognised in profit or loss in the separate financial statements of the parent
company or the individual financial statements of the foreign operation. In the consolidated
financial statements, the exchange differences are considered to form part of a net
investment in a foreign operation and are recognised initially in other comprehensive income
until its disposal, at which time, the cumulative amount is reclassified to profit or loss.

The gain or loss arising on translation of non-monetary items measured at fair value
is treated in line with the recognition of the gain or loss on the change in fair value of the
item (i.e. translation differences on items whose fair value gain or loss is recognised in other
comprehensive income or profit or loss are also recognised in other comprehensive income or
profit or loss, respectively).

(b) Translation of foreign operations

The assets and liabilities of foreign operations denominated in the functional currency different
from the presentation currency, including goodwill and fair value adjustments arising on
acquisition, are translated into the presentation currency at exchange rates prevailing at the
reporting date. The income and expenses of foreign operations are translated at exchange
rates at the dates of the transactions.

Exchange differences arising on the translation are recognised in other comprehensive

income. However, if the foreign operation is a non-wholly owned subsidiary, then the relevant
proportionate share of the translation difference is allocated to the non-controlling interests.
82 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Foreign currency transactions and operations (Continued)

(b) Translation of foreign operations (Continued)

When a foreign operation is disposed of such that control, significant influence or joint control
is lost, the cumulative amount in foreign exchange translation reserves related to that foreign
operation is reclassified to profit or loss. For a partial disposal not involving loss of control
of a subsidiary that includes a foreign operation, the proportionate share of cumulative
amount in foreign exchange translation reserve is reattributed to non-controlling interests.
For partial disposals of associates that do not result in the Group losing significant influence,
the proportionate share of the cumulative amount in foreign exchange translation reserve is
reclassified to profit or loss.

3.4 Financial instruments

Financial instruments are recognised in the statements of financial position when, and only when,
the Group and the Company become a party to the contractual provisions of the financial
instrument.

Except for the trade receivables that do not contain a significant financing component or
for which the Group and the Company have applied the practical expedient, the financial
instruments are recognised initially at its fair value plus or minus, in the case of a financial asset
or financial liability not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue of the financial asset and financial liability. Transaction
costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Trade receivables that do not contain a significant financing component or for which the Group
and the Company have applied the practical expedient are measured at the transaction price
determined under MFRS 15 Revenue from Contracts with Customers.

(a)
Subsequent measurement

The Group and the Company categorise the financial instruments as follows:

(i) Financial assets

For the purposes of subsequent measurement, financial assets are classified in four
categories:

l Financial assets at amortised cost

l Financial assets at fair value through other comprehensive income with recycling of
cumulative gains and losses upon derecognition
l Financial assets designated at fair value through other comprehensive income with
no recycling of cumulative gains and losses upon derecognition
l Financial assets at fair value through profit or loss

The classification depends on the entity’s business model for managing the financial
assets and the contractual cash flows characteristics of the financial assets.

The Group and the Company reclassify financial assets when and only when their
business model for managing those assets changes.
 ANNUAL REPORT 2022 83

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (Continued)

(a) Subsequent measurement (Continued)

The Group and the Company categorise the financial instruments as follows (Continued):

(i) Financial assets (Continued)

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s and the

Company’s business model for managing the asset and the cash flow characteristics
of the asset. There are three measurement categories into which the Group and the
Company classify their debt instruments:

l Amortised cost

Financial assets that are held for collection of contractual cash flows and those
cash flows represent solely payments of principal and interest are measured at
amortised cost. Financial assets at amortised cost are subsequently measured using
the effective interest (EIR) method and are subject to impairment. The policy for
the recognition and measurement of impairment losses is in accordance with Note
3.12(a) to the financial statements. Gains and losses are recognised in profit or loss
when the financial asset is derecognised, modified or impaired.

l Fair value through other comprehensive income (FVOCI)

Financial assets that are held for collection of contractual cash flows and for
selling the financial assets, and the assets’ cash flows represent solely payments
of principal and interest, are measured at FVOCI. For debt instruments at FVOCI,
interest income, foreign exchange revaluation and impairment losses or reversals
are recognised in profit or loss and computed in the same manner as for financial
assets measured at amortised cost. The remaining fair value changes are
recognised in other comprehensive income. The policy for the recognition and
measurement of impairment is in accordance with Note 3.12(a) to the financial
statements. Upon derecognition, the cumulative fair value change recognised in
other comprehensive income is recycled to profit or loss.

l Fair value through profit or loss (FVPL)

Financial assets at FVPL include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial
assets mandatorily required to be measured at fair value. Financial assets are
classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term. Derivatives, including separated embedded
derivatives, are also classified as held for trading unless they are designated as
effective hedging instruments. Financial assets with cash flows that are not solely
payments of principal and interest are classified and measured at fair value
through profit or loss, irrespective of the business model. Notwithstanding the criteria
for debt instruments to be classified at amortised cost or at FVOCI, as described
above, debt instruments may be designated at fair value through profit or loss on
initial recognition if doing so eliminates, or significantly reduces, an accounting
mismatch.

Financial assets at fair value through profit or loss are carried in the statements of
financial position at fair value with net changes in fair value recognised in the profit
or loss.
84 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (Continued)

(a) Subsequent measurement (Continued)

The Group and the Company categorise the financial instruments as follows (Continued):

(i) Financial assets (Continued)

Equity instruments

The Group and the Company subsequently measure all equity investments at fair
value. Upon initial recognition, the Group and the Company can make an irrevocable
election to classify its equity investments that is not held for trading as equity instruments
designated at FVOCI. The classification is determined on an instrument-by-instrument
basis.

Gains and losses on these financial assets are not recycled to profit or loss. Dividends
are recognised as other income in the profit or loss when the right of payment has been
established, except when the Group and the Company benefit from such proceeds
as a recovery of part of the cost of the financial asset, in which case, such gains are
recorded in other comprehensive income. Equity instruments designated at FVOCI are
not subject to impairment assessment.

(ii) Financial liabilities

The Group and the Company classify their financial liabilities in the following
measurement categories:

l Financial liabilities at fair value through profit or loss

l Financial liabilities at amortised cost

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for
trading, including derivatives (except for a derivative that is a financial guarantee
contract or a designated and effective hedging instrument) or financial liabilities
designated into this category upon initial recognition.

Subsequent to initial recognition, financial liabilities at fair value through profit or loss are
measured at fair value with the gain or loss recognised in profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or
loss are designated at the initial date of recognition, and only if the criteria in MFRS 9
Financial Instruments are satisfied. The Group and the Company have not designated
any financial liability as at fair value through profit or loss.

Financial liabilities at amortised cost

Subsequent to initial recognition, other financial liabilities are measured at amortised cost
using the EIR method. Gains and losses are recognised in profit or loss when the financial
liabilities are derecognised and through the amortisation process.
 ANNUAL REPORT 2022 85

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (Continued)

(b) Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified
payments to reimburse the holder for a loss it incurs because a specified debtor fails to make
payment when due in accordance with the original or modified terms of a debt instrument.

Financial guarantee contracts are recognised initially as a liability at fair value, net of
transaction costs that are directly attributable to the issuance of the guarantee. Subsequent
to initial recognition, the liability is measured at the higher of the amount of the loss allowance
determined in accordance with Section 5.5 of MFRS 9 and the amount initially recognised less,
when appropriate, the cumulative amount of income recognised in accordance with the
principles of MFRS 15.

(c)
Derecognition

A financial asset or a part of it is derecognised when, and only when:

(i) the contractual rights to receive the cash flows from the financial asset expire, or
(ii) the Group and the Company have transferred their rights to receive cash flows from
the asset or have assumed an obligation to pay the received cash flows in full without
material delay to a third party; and either (a) the Group and the Company have
transferred substantially all the risks and rewards of the asset, or (b) the Group and the
Company have neither transferred nor retained substantially all the risks and rewards of
the asset, but have transferred control of the asset.

The Group and the Company evaluate if, and to what extent, they have retained the risks
and rewards of ownership. When they have neither transferred nor retained substantially
all of the risks and rewards of the asset, nor transferred control of the asset, the Group and
the Company continue to recognise the transferred asset to the extent of their continuing
involvement. In that case, the Group and the Company also recognise an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the
rights and obligations that the Group and the Company have retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum amount
of consideration that the Group and the Company could be required to repay.

On derecognition of a financial asset, the difference between the carrying amount

(measured at the date of derecognition) and the consideration received (including any new
asset obtained less any new liability assumed) is recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation
specified in the contract is discharged, cancelled or expired. On derecognition of a financial
liability, the difference between the carrying amount and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

(d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is presented in the
statements of financial position if there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on a net basis, to realise the assets and
settle the liabilities simultaneously.

In accounting for a transfer of a financial asset that does not qualify for derecognition, the
entity shall not offset the transferred asset and the associated liability.
86 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.5 Property, plant and equipment

(a)
Recognition and measurement

Property, plant and equipment are measured at cost less accumulated depreciation and
any accumulated impairment losses. The policy for the recognition and measurement of
impairment losses is in accordance with Note 3.12(b) to the financial statements.

Cost of assets includes expenditures that are directly attributable to the acquisition of the
asset and any other costs that are directly attributable to bringing the asset to working
condition for its intended use, and the costs of dismantling and removing the items and
restoring the site on which they are located. The cost of self-constructed assets also includes
cost of materials, direct labour, and any other direct attributable costs but excludes
internal profits. For qualifying assets, borrowing costs are capitalised in accordance with the
accounting policy on borrowing costs in Note 3.17 to the financial statements.

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

When significant parts of an item of property, plant and equipment have different useful lives,
they are accounted for as separate items of property, plant and equipment.

(b)
Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is included in the
asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that the future economic benefits associated with the part will flow to the Group or
the Company and its cost can be measured reliably. The carrying amount of the replaced
part is derecognised. All other repairs and maintenance are charged to the profit or loss as
incurred.

(c)
Depreciation

Freehold land has an unlimited useful life and therefore is not depreciated. Assets under
construction included in property, plant and equipment are not depreciated as these assets
are not yet available for use.

All other property, plant and equipment are depreciated on straight-line basis by allocating
their depreciable amounts over their remaining useful lives.

Buildings 2%
Plant, machinery and tools 10% - 33.33%
Renovation, furniture, fixture, fittings, office and computer equipment and 10% - 33.33%
electrical installation
Motor vehicles 20%

The residual values, useful lives and depreciation methods are reviewed at the end of each
reporting period and adjusted as appropriate.

(d)
Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no

future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset is recognised in profit or loss.
 ANNUAL REPORT 2022 87

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.6 Leases

(a) Definition of lease

At inception of a contract, the Group and the Company assess whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of an identified asset, the
Group and the Company assess whether:

l the contract involves the use of an identified asset;

l the Group and the Company have the right to obtain substantially all of the economic
benefits from use of the asset throughout the period of use; and
l the Group and the Company have the right to direct the use of the asset.

(b)
Lessee accounting

At the lease commencement date, the Group and the Company recognise a right-of-use
asset and a lease liability with respect to all lease agreements in which it is the lessee, except
for short-term leases (defined as leases with a lease term of 12 months or less) and leases of
low value assets.

Right-of-use asset

The right-of-use asset is initially recognised at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any
lease incentives received.

The right-of-use asset is subsequently measured at cost less accumulated depreciation and
any accumulated impairment losses and adjust for any remeasurement of the lease liabilities.
The right-of-use asset is depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the
lease term. If the Group and the Company expect to exercise a purchase option, the right-
of-use asset is depreciated over the useful life of the underlying asset. The depreciation
starts from the commencement date of the underlying asset. The policy for the recognition
and measurement of impairment losses is in accordance with Note 3.12(b) to the financial
statements.

Lease liability

The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted by using the rate implicit in the lease. If
this rate cannot be readily determined, the Group and the Company use their incremental
borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

l fixed lease payments (including in-substance fixed payments), less any lease incentives;
and
l the exercise price of a purchase option, if the lessee is reasonably certain to exercise
that option.

The lease liability is subsequently measured by increasing the carrying amount to reflect
interest on the lease liability and by reducing the carrying amount to reflect the lease
payments made.
88 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.6 Leases (Continued)

(b) Lessee accounting (Continued)

Lease liability (Continued)

The Group and the Company remeasure the lease liability (and makes a corresponding
adjustment to the related right-of-use asset) whenever:

l the lease term has changed or there is a change in the assessment of exercise of a
purchase option, in which case the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate.
l the lease payments change due to changes in an index or rate or a change in
expected payment under a guaranteed residual value, in which cases the lease liability
is remeasured by discounting the revised lease payments using the initial discount rate
(unless the lease payments change is due to a change in a floating interest rate, in
which case a revised discount rate is used).
l a lease contract is modified and the lease modification is not accounted for as a
separate lease, in which case the lease liability is remeasured by discounting the revised
lease payments using a revised discount rate.

Variable lease payments that do not depend on an index or a rate are not included in
the measurement of the lease liability and the right-of-use asset. The related payments
are recognised as an expense in the period in which the event or condition that triggers
those payments occurs and are included in the line “other expenses” in the statements of
comprehensive income.

The Group and the Company have elected not to separate non-lease components and
account for the lease and non-lease components as a single lease component.

Short-term leases and leases of low value assets

The Group and the Company have elected not to recognise right-of-use assets and lease
liabilities for short-term leases and leases of low value assets. The Group and the Company
recognise the lease payments as an operating expense on a straight-line basis over the term
of the lease unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed.

(c)
Lessor accounting

A lease is classified as a finance lease if it transfers substantially all the risks and rewards
incidental to ownership. All other leases that do not meet this criterion are classified as
operating leases.

If an entity in the Group is a lessor in a finance lease, it derecognises the underlying asset and
recognises a lease receivable at an amount equal to the net investment in the lease. Finance
income is recognised in profit or loss based on a pattern reflecting a constant periodic rate of
return on the lessor’s net investment in the finance lease.

If an entity in the Group is a lessor in an operating lease, the underlying asset is not
derecognised but is presented in the statements of financial position according to the nature
of the asset. Lease income from operating leases is recognised in profit or loss on a straight-
line basis over the lease term, unless another systematic basis is more representative of the
time pattern in which use benefit derived from the leased asset is diminished.

When a contract includes lease and non-lease components, the Group and the Company
apply MFRS 15 to allocate the consideration under the contract to each component.
 ANNUAL REPORT 2022 89

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.7 Investment properties

Investment properties are properties held to earn rental income or for capital appreciation or both.

The Group uses the cost model to measure its investment properties after initial recognition.
Accordingly, investment properties are stated at cost less accumulated depreciation and any
accumulated impairment losses. The policy for the recognition and measurement of impairment
losses is in accordance with Note 3.12(b) to the financial statements.

No depreciation is provided on freehold land. Investment properties under construction are not
depreciated as these assets are not yet available for use.

All other investment properties are depreciated on straight-line basis by allocating their
depreciable amounts over their remaining useful lives.

Leasehold land 91 years

Building 2%

An investment property is derecognised on its disposal or when it is permanently withdrawn from

use and no future economic benefits are expected from its disposals. Any gains and losses arising
from derecognition of the asset is recognised in the profit or loss.

3.8 Intangible assets

(a) Research and development costs

Research costs are recognised in profit or loss as incurred.

An intangible asset arising from development is recognised when the following criteria are
met:

l it is technically feasible to complete the intangible asset so that it will be available for
use or sale;
l management intends to complete the intangible asset and use or sell it;
l there is an ability to use or sell the asset;
l it can be demonstrated how the intangible asset will generate future economic benefits;
l adequate resources to complete the development and to use or sell the intangible asset
are available; and
l the expenditures attributable to the intangible asset during its development can be
reliably measured.

Other development costs that do not meet these criteria are recognised in profit or loss as
incurred. Development costs previously recognised as an expense are not recognised as an
intangible asset in a subsequent period.

Capitalised development costs are measured at cost less accumulated amortisation

and accumulated impairment losses. The policy for the recognition and measurement of
impairment losses is in accordance with Note 3.12(b) to the financial statements.

(b)
Amortisation

The amortisation methods used and the estimated useful lives are as follows:

Method Useful life (years)

Development costs Straight-line 3-5

90 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.9 Contract assets/(liabilities)

A contract asset is recognised for the excess of revenue recognised over progress billings and
deposits or advances received from customers.

When progress billings and deposits or advances received from customers exceed revenue
recognised, the Group recognises a contract liability for the difference.

The policy for the recognition and measurement of impairment losses on contract assets is in
accordance with Note 3.12(a) to the financial statements.

3.10 Inventories

Inventories are measured at the lower of cost and net realisable value.

Cost is determined on the first-in-first-out basis. Cost includes the actual cost of materials purchased
and incidentals in bringing the inventories into store.

Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs necessary to make the sale.

3.11 Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand,
bank balances and deposits and other short-term, highly liquid investments with a maturity of three
months or less, that are readily convertible to known amount of cash and which are subject to
an insignificant risk of changes in value. Cash and cash equivalents are presented net of bank
overdrafts and cash deposits under lien.

3.12 Impairment of assets

(a) Impairment of financial assets and contract assets

Financial assets measured at amortised cost, financial assets measured at fair value through
other comprehensive income (“FVOCI”), contract assets or a loan commitment and financial
guarantee contracts will be subject to the impairment requirement in MFRS 9 Financial
Instruments which is related to the accounting for expected credit losses on the financial
assets. Expected credit loss is the weighted average of credit losses with the respective risks of
a default occurring as the weights.

The Group and the Company measure loss allowance at an amount equal to lifetime
expected credit loss, except for the following, which are measured as 12-month expected
credit loss:

l debt securities that are determined to have low credit risk at the reporting date; and
l other debt securities and bank balances for which credit risk (i.e. risk of default occurring
over the expected life of the financial instrument) has not increased significantly since
initial recognition.

For trade receivables and contract assets, the Group and the Company apply the simplified
approach permitted by MFRS 9 to measure the loss allowance at an amount equal to lifetime
expected credit losses.
 ANNUAL REPORT 2022 91

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.12 Impairment of assets (Continued)

(a) Impairment of financial assets and contract assets (Continued)

When determining whether the credit risk of a financial asset has increased significantly
since initial recognition and when estimating expected credit loss, the Group and the
Company consider reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and
analysis, based on the Group’s and the Company’s historical experience and informed credit
assessment and including forward-looking information.

The Group and the Company assume that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.

The Group and the Company consider a financial asset to be in default when:

l the counterparty is unable to pay its credit obligations to the Group and the Company
in full, without taking into account any credit enhancements held by the Group and the
Company; or
l the contractual payment of the financial asset is more than 90 days past due unless the
Group and the Company have reasonable and supportable information to demonstrate
that a more lagging default criterion is more appropriate.

Lifetime expected credit losses are the expected credit losses that result from all possible
default events over the expected life of a financial instrument.

12-month expected credit losses are the portion of lifetime expected credit losses that
represent the expected credit losses that result from default events on a financial instrument
that are possible within the 12 months after the reporting date.

The maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Group and the Company are exposed to credit risk.

Expected credit losses are a probability-weighted estimate of credit losses (i.e. the present
value of all cash shortfalls) over the expected life of the financial instrument. A cash shortfall
is the difference between the cash flows that are due to an entity in accordance with the
contract and the cash flows that the entity expects to receive.

Expected credit losses are discounted at the effective interest rate of the financial assets.

At each reporting date, the Group and the Company assess whether financial assets carried
at amortised cost and debt securities at FVOCI are credit-impaired. A financial asset is credit-
impaired when one or more events that have a detrimental impact on the estimated future
cash flows of that financial asset have occurred. Evidence that a financial asset is credit-
impaired include observable data about the following events:

l significant financial difficulty of the issuer or the counterparty;

l a breach of contract, such as a default of past due event;
l the lender(s) of the counterparty, for economic or contractual reasons relating to the
counterparty’s financial difficulty, having granted to the counterparty a concession(s)
that the lender(s) would not otherwise consider; or
l it is becoming probable that the counterparty will enter bankruptcy or other financial
reorganisation.
92 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.12 Impairment of assets (Continued)

(a) Impairment of financial assets and contract assets (Continued)

The amount of impairment losses (or reversal) shall be recognised in profit or loss, as an
impairment gain or loss. For financial assets measured at FVOCI, the loss allowance shall be
recognised in other comprehensive income and shall not reduce the carrying amount of the
financial asset in the statements of financial position.

The gross carrying amount of a financial asset is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery. This is generally the case when the Group
and the Company determine that the debtor does not have assets or source of income that
could generate sufficient cash flows to repay the amounts subject to the write-off. However,
financial assets that are written off could still be subject to enforcement activities in order to
comply with the Group’s and the Company’s procedure for recovery of amounts due.

(b) Impairment of non-financial assets

The carrying amounts of non-financial assets (except for inventories, contract assets and
deferred tax assets) are reviewed at the end of each reporting period to determine whether
there is any indication of impairment. If any such indication exists, the Group and the
Company make an estimate of the asset’s recoverable amount. For goodwill and intangible
assets that have indefinite useful life and are not yet available for use, the recoverable
amount is estimated at each reporting date.

For the purpose of impairment testing, assets are grouped together into the smallest group
of assets that generates cash inflows from continuing use that are largely independent
of the cash inflows of non-financial assets or cash-generating units (“CGUs”). Subject to an
operating segment ceiling test, for the purpose of goodwill impairment testing, CGUs to which
goodwill has been allocated are aggregated so that the level at which impairment testing
is performed reflects the lowest level at which goodwill is monitored for internal reporting
purposes. The goodwill acquired in a business combination, for the purpose of impairment
testing, is allocated to a CGU or a group of CGUs that are expected to benefit from the
synergies of business combination.

The recoverable amount of an asset or a CGU is the higher of its fair value less costs of
disposal and its value-in-use. In assessing value-in-use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset or CGU.
In determining the fair value less costs of disposal, recent market transactions are taken into
account. If no such transactions can be identified, an appropriate valuation model is used.

Where the carrying amount of an asset exceed its recoverable amount, the carrying amount
of asset is reduced to its recoverable amount. Impairment losses recognised in respect of a
CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to those units or groups of units and then, to reduce the carrying amount of the
other assets in the unit or groups of units on a pro-rata basis.

Impairment losses are recognised in profit or loss, except for assets that were previously
revalued with the revaluation surplus recognised in other comprehensive income. In the latter
case, the impairment is recognised in other comprehensive income up to the amount of any
previous revaluation.
 ANNUAL REPORT 2022 93

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.12 Impairment of assets (Continued)

(b) Impairment of non-financial assets (Continued)

Impairment losses in respect of goodwill are not reversed. For other assets, an assessment is
made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. An impairment loss is reversed
only if there has been a change in the estimates used to determine the assets recoverable
amount since the last impairment loss was recognised. An impairment loss is reversed only to
the extent that the asset’s carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised previously. Such reversal is recognised in profit or loss.

3.13 Share capital

(a)
Ordinary shares

Ordinary shares are equity instruments. An equity instrument is a contract that evidences
a residual interest in the assets of the Company after deducting all of its liabilities. Ordinary
shares are recorded at the proceeds received, net of directly attributable incremental
transaction costs. Dividends on ordinary shares are recognised in equity in the period in which
they are declared.

(b)
Treasury shares

When share capital recognised as equity is repurchased, the amount of consideration paid
is recognised directly in equity. Repurchased shares that have not been cancelled including
any attributable transaction costs are classified as treasury shares and presented as a
deduction from total equity.

When treasury shares are sold or reissued subsequently, the difference between the sales
consideration and the carrying amount is presented as a movement in equity.

3.14 Employee benefits

(a) Short-term employee benefits

Short-term employee benefit obligations in respect of wages, salaries, social security

contributions, annual bonuses, paid annual leave, sick leave and non-monetary benefits are
recognised as an expense in the financial year where the employees have rendered their
services to the Group and the Company.

(b) Defined contribution plans

As required by law, the Group and the Company contribute to the Employees Provident
Fund (“EPF”), the national defined contribution plan. Such contributions are recognised as an
expense in the profit or loss in the period in which the employees render their services.

3.15 Provisions

Provisions are recognised when the Group and the Company have a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of economic resources will
be required to settle the obligation and the amount of the obligation can be estimated reliably.

If the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
94 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.15 Provisions (Continued)

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of economic resources will be required to settle the
obligation, the provision is reversed.

3.16 Revenue and other income

The Group and the Company recognise revenue that depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the Group and the
Company expect to be entitled in exchange for those goods or services.

Revenue recognition of the Group and the Company are applied for each contract with a
customer or a combination of contracts with the same customer (or related parties of the
customer).

The Group and the Company measure revenue at its transaction price, being the amount
of consideration to which the Group and the Company expect to be entitled in exchange for
transferring promised good or service to a customer, excluding amounts collected on behalf of
third parties such as sales and service tax, adjusted for the effects of any variable consideration,
constraining estimates of variable consideration, significant financing components, non-cash
consideration and consideration payable to customer.

For contract with separate performance obligations, the transaction price is allocated to the
separate performance obligations on the relative stand-alone selling price basis. If the stand-alone
selling price is not directly observable, the Group and the Company estimate it by using the costs
plus margin approach.

Revenue from contracts with customers is recognised by reference to each distinct performance
obligation in the contract with customer, i.e. when or as a performance obligation in the contract
with customer is satisfied. A performance obligation is satisfied when or as the customer obtains
control of the sales or service underlying the particular performance obligation, which the
performance obligation may be satisfied at a point in time or over time.

A contract modification is a change in the scope or price (or both) of a contract that is approved
by the parties to the contract. A modification exists when the change either creates new or
changes existing enforceable rights and obligations of the parties to the contract. The Group
and the Company have assessed the type of modification and accounted for as either creates a
separate new contract, terminates the existing contract and creation of a new contract, or forms
a part of the existing contracts.

Financing components

The Group and the Company have applied the practical expedient for not to adjust the promised
amount of consideration for the effects of a significant financing components if the Group and the
Company expect that the period between the transfer of the promised goods or services to the
customer and payment by the customer will be one year or less.

(a) Sale of goods

Revenue from the sale of goods are recognised at a point in time when controls of the
products has been transferred, being when the customer accepts the delivery of the goods.

Sales are made with a credit term ranging from 30 days to 90 days which is consistent
with market practice, therefore, no element of financing is deemed present. A receivable
is recognised when the customer accepts the delivery of the goods as the consideration is
unconditional other than the passage of time before the payment is due.
 ANNUAL REPORT 2022 95

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.16 Revenue and other income (Continued)

(a) Sale of goods (Continued)

Revenue is recognised base on the price specified in the contract, net of any discounts.

Certain products sold are provided with warranty of up to 3 years to the customers.

(b) Infrastructure project contracts

Contracts comprise multiple deliverables that require significant integration service and
therefore accounted as a single performance obligation.

Under the terms of the contracts, control of the assets is transferred over time as the
Group creates (or enhance) an asset that the customer controls as the asset is created or
enhanced. Revenue is recognised over the period of the contract by reference to the
progress towards complete satisfaction of that performance obligation. The progress towards
complete satisfaction of a performance obligation is determined by the proportion of project
costs incurred for work performed to date bear to the estimated total project costs (an input
method).

Sales are made with a credit term of 30 days to 90 days, which is consistent with market
practice, therefore, no element of financing is deemed present. The Group and the
Company become entitled to invoice customers for contracts based on achieving a series of
performance-related milestones.

The Group and the Company recognised a contract asset for any excess of revenue
recognised to date over the billings-to-date. Any amount previously recognised as a contract
asset is reclassified to trade receivables at the point when invoice is issued or timing for billing
is due to passage of time. If the milestone billing exceeds the revenue recognised to date
and any deposit or advances received from customers then the Group and the Company
recognise a contract liability for the difference.

Defect liability period of 2 years is given to the customers.

(c) Interest income

Interest income is recognised using the effective interest method.

(d)
Management fee

Management fee income is recognised upon performance of services satisfied over time.

Management fee are made with a credit term of 30 days, therefore, no element of financing
is deemed present.

(e)
Distribution income

Distribution income is recognised when the right to receive payment is established.

(f) Dividend income

Dividend income is recognised when the right to receive payment is established.

(g)
Rental income

Rental income from investment property is recognised on a straight-line basis over the term of
the lease.
96 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.17 Borrowing costs

Borrowing costs are interests and other costs that the Group and the Company incur in connection
with borrowing of funds.

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

Borrowing costs that are directly attributable to the acquisition, construction or production of
qualifying assets, which are assets that necessarily take a substantial period of time to get ready for
their intended use or sale, are capitalised as part of the cost of those assets, until such time as the
assets are substantially ready for their intended use or sale.

3.18 Income tax

Income tax expense in profit or loss comprises current and deferred tax. Current and deferred tax
are recognised in profit or loss except to the extent that it relates to a business combination or
items recognised directly in equity or other comprehensive income.

(a)
Current tax

Current tax is the expected taxes payable or receivable on the taxable income or loss for
the financial year, using the tax rates that have been enacted or substantively enacted by
the end of the reporting period, and any adjustment to tax payable in respect of previous
financial years.

(b)
Deferred tax

Deferred tax is recognised using the liability method on temporary differences at the
reporting date between the tax bases of assets and liabilities and their carrying amounts in
the statements of financial position. Deferred tax liabilities are generally recognised for all
taxable temporary differences. Deferred tax assets are generally recognised for all deductible
temporary differences, unused tax losses and unused tax credits, to the extent that it is
probable that future taxable profit will be available against which the deductible temporary
differences, unused tax losses and unused tax credits can be utilised.

Deferred tax is not recognised if the temporary differences arise from the initial recognition
of assets and liabilities in a transaction which is not a business combination and that affects
neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not
recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with
investments in subsidiaries and associates, except where the Group is able to control the
reversal timing of the temporary differences and it is probable that the temporary differences
will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognised to
the extent that it is probable that there will be sufficient taxable profits against which to utilise
the benefits of the temporary differences and they are expected to reverse in the foreseeable
future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to
allow the benefit of part or all of that deferred tax asset to be utilised. Unrecognised deferred
tax assets are reassessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred tax assets to be utilised.
 ANNUAL REPORT 2022 97

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.18 Income tax (Continued)

(b) Deferred tax (Continued)

Deferred tax is measured at the tax rates that are expected to apply in the period when
the asset is realised or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in
other comprehensive income or directly in equity.

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

(c) Sales and services tax

Revenue, expenses, and assets are recognised net of the amount of sales and services tax
except:

l where the sales and services tax incurred in a purchase of assets or services is not
recoverable from the taxation authority, in which case the sales and services tax is
recognised as part of the cost of acquisition of asset or as part of the expense item as
applicable; and
l receivables and payables that are stated with the amount of sales and services tax
included.

The net amount of sales and services tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the statements of financial position.

3.19 Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic
EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding during the period, adjusted for
own shares held.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and
the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the
effects of all dilutive potential ordinary shares.

3.20 Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision-maker. The Group Managing Director, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the chief
operating decision maker that makes strategic decisions.
98 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.21 Fair value measurement

Fair value of an asset or a liability, except for share-based payment and lease transactions, is
determined as the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The measurement
assumes that the transaction to sell the asset or transfer the liability takes place either in the
principal market or in the absence of a principal market, in the most advantageous market.

For a non-financial asset, the fair value measurement takes into account a market participant’s
ability to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.

When measuring the fair value of an asset or a liability, the Group and the Company use
observable market data as far as possible. Fair value is categorised into different levels in a fair
value hierarchy based on the input used in the valuation technique as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Group and the Company can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.

The Group and the Company recognise transfers between levels of the fair value hierarchy as of
the date of the event or change in circumstances that caused the transfers.

3.22 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s)
not wholly within the control of the Group and of the Company.

Contingent liability is also referred as a present obligation that arises from past events but is not
recognised because:

(a) it is not probable that an outflow of resources embodying economic benefits will be required
to settle the obligation; or
(b) the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities and assets are not recognised in the statements of financial position.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Significant areas of estimation, uncertainty and critical judgements used in applying accounting
principles that have significant effect on the amount recognised in the financial statements are as
follows:

(a) Infrastructure project contract revenue

The Group recognised infrastructure project contract revenue in profit or loss by reference to
the progress towards complete satisfaction of the performance obligation at the reporting date.
The progress towards complete satisfaction of the performance obligation is determined by the
proportion of costs incurred for work performed to date bear to the estimated total costs of each
project.
 ANNUAL REPORT 2022 99

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (CONTINUED)

(a) Infrastructure project contract revenue (Continued)

Significant judgement is required in the estimation of total project revenue and costs, and
the extent of the costs incurred. In making the judgement, the Group evaluates based on past
experience. The estimated total revenue and costs is affected by a variety of uncertainties that
depend on the outcome of future events.

The carrying amount of revenue is disclosed in Note 31 to the financial statements.

(b) Classification between investment properties and property, plant and equipment

Certain property comprises a portion that is held to earn rental income or capital appreciation,
or for both, whilst the remaining portion is held for use in the production or supply of goods and
services or for administrative purposes. If the portion held for rental and/or capital appreciation
could be sold separately (or leased out separately as a finance lease), the Group and the
Company account for that portion as an investment property. If the portion held for rental and/
or capital appreciation could not be sold or leased out separately, it is classified as an investment
property only if an insignificant portion of the property is held for use in the production or supply
of goods and services or for administrative purposes. Management uses judgement to determine
whether any ancillary services are of such significance that a property does not qualify as an
investment property.

The carrying amount of property, plant and equipment and investment properties are disclosed in
Note 5 and Note 10 to the financial statements respectively.

5. PROPERTY, PLANT AND EQUIPMENT

Renovation,
furniture,
fixture,
fittings,
office and
computer
equipment
Plant, and
Freehold machinery electrical Motor
land Buildings and tools installation vehicles Total
RM RM RM RM RM RM

Group
2022
Cost
At 1 December 2021 11,840,588 13,078,597 2,181,586 3,698,634 3,232,664 34,032,069
Additions - 1,062,437 35,292 908,612 334,308 2,340,649
Disposals - - - (5,660) (70,718) (76,378)
At 30 November 2022 11,840,588 14,141,034 2,216,878 4,601,586 3,496,254 36,296,340
100 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Renovation,
furniture,
fixture,
fittings,
office and
computer
equipment
Plant, and
Freehold machinery electrical Motor
land Buildings and tools installation vehicles Total
RM RM RM RM RM RM

Group
2022
Accumulated
depreciation and
impairment loss
At 1 December 2021

Accumulated
depreciation - 346,486 1,734,348 2,319,832 2,432,901 6,833,567
Accumulated
impairment loss - - - 170,083 - 170,083

- 346,486 1,734,348 2,489,915 2,432,901 7,003,650

Depreciation charge
for the financial year - 266,770 429,242 455,820 403,094 1,554,926
Disposals - - - (5,660) (37,716) (43,376)
Impairment loss - - - 101 - 101

- 266,770 429,242 450,261 365,378 1,511,651

At 30 November 2022

Accumulated
depreciation - 613,256 2,163,590 2,769,992 2,798,279 8,345,117
Accumulated
impairment loss - - - 170,184 - 170,184
- 613,256 2,163,590 2,940,176 2,798,279 8,515,301

Net carrying amount

At 30 November 2022 11,840,588 13,527,778 53,288 1,661,410 697,975 27,781,039

 ANNUAL REPORT 2022 101

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Renovation,
furniture,
fixture,
fittings,
office and
computer
equipment
Plant, and Capital
Freehold machinery electrical Motor work-in-
land Buildings and tools installation vehicles progress Total
RM RM RM RM RM RM RM

Group
2021
Cost
At 1 December 2020 11,840,588 8,190,086 1,948,575 4,085,331 3,282,571 1,556,756 30,903,907
Additions - 3,331,755 516,384 621,980 119,603 - 4,589,722
Disposal - - (55,000) (8,187) (169,510) - (232,697)
Written off - - (228,373) (1,000,490) - - (1,228,863)
Reclassification - 1,556,756 - - - (1,556,756) -
At 30 November 2021 11,840,588 13,078,597 2,181,586 3,698,634 3,232,664 - 34,032,069

Accumulated
depreciation and
impairment loss
At 1 December 2020
Accumulated
depreciation - 150,184 1,601,868 3,078,964 2,169,135 - 7,000,151
Accumulated
impairment loss - - - 170,075 - - 170,075
- 150,184 1,601,868 3,249,039 2,169,135 - 7,170,226
Depreciation charge
for the financial year - 196,302 389,710 249,169 433,275 - 1,268,456
Disposal - - (28,875) (8,185) (169,509) - (206,569)
Disposal of a subsidiary - - (228,355) (1,000,116) - - (1,228,471)
Impairment loss - - - 8 - - 8
- - - - - -
- 196,302 132,480 (759,124) 263,766 - (166,576)
At 30 November 2021
Accumulated
depreciation - 346,486 1,734,348 2,319,832 2,432,901 - 6,833,567
Accumulated
impairment loss - - - 170,083 - - 170,083
- 346,486 1,734,348 2,489,915 2,432,901 - 7,003,650

Net carrying amount

At 30 November 2021 11,840,588 12,732,111 447,238 1,208,719 799,763 - 27,028,419

102 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Furniture,
fixture,
fittings, office
and
computer
equipment
and
Freehold electrical
land Building installation Total
RM RM RM RM

Company
2022
Cost
At 1 December 2021 11,800,588 12,956,233 809,025 25,565,846
Additions - 1,062,437 487,279 1,549,716
At 30 November 2022 11,800,588 14,018,670 1,296,304 27,115,562

Accumulated depreciation and

impairment loss
At 1 December 2021

Accumulated depreciation - 301,672 426,380 728,052

Accumulated impairment loss - - 7,049 7,049

- 301,672 433,429 735,101

Depreciation charge for the financial year 264,569 167,490 432,059
At 30 November 2022 - 566,241 600,919 1,167,160

Net carrying amount

At 30 November 2022 11,800,588 13,452,429 695,385 25,948,402
 ANNUAL REPORT 2022 103

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Furniture,
fixture, fittings,
office and
computer
equipment Capital
Freehold and electrical work-in-
land Building installation Renovation progress Total
RM RM RM RM RM RM

Company
2021
Cost
At 1 December 2020 11,800,588 8,067,721 527,308 3,785 1,556,756 21,956,158
Additions - 3,331,756 324,494 - - 3,656,250
Written off - - (42,777) (3,785) - (46,562)
Reclassification - 1,556,756 - - (1,556,756) -
At 30 November 2021 11,800,588 12,956,233 809,025 - - 25,565,846

Accumulated
depreciation and
impairment loss
At 1 December 2020
Accumulated
depreciation - 107,570 424,016 3,784 - 535,370
Accumulated
impairment loss - - 7,049 - - 7,049
- 107,570 431,065 3,784 - 542,419
Depreciation charge for
the financial year - 194,102 45,124 - - 239,226
Written off - - (42,760) (3,784) - (46,544)
At 30 November 2021 - 301,672 433,429 - - 735,101

Net carrying amount

At 30 November 2021 11,800,588 12,654,561 375,596 - - 24,830,745

During the financial year, the property, plant and equipment acquired were satisfied as follows:

Group Company
2022 2021 2022 2021
RM RM RM RM

Cash payments on purchase of property,

plant and equipment 2,340,649 4,589,722 1,549,716 3,656,250

Assets pledged as security

Freehold land and building with a net carrying amount of RM25,253,017 (2021: RM24,455,149) has been
pledged as security to secure bank borrowings as disclosed in Note 29 to the financial statements.

Motor vehicles with a carrying amount of RM200,519 (2021: RM116,453) have been pledged as security
for hire purchase arrangements as disclosed in Note 25 to the financial statements.
104 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

6. INVESTMENT IN SUBSIDIARIES

Company
2022 2021
RM RM

Unquoted shares
At cost 19,772,662 19,772,662
Less: Accumulated impairment loss (1,756,587) (1,756,587)

At end of the financial year 18,016,075 18,016,075

Details of the subsidiaries are as follows:

Principal place
of business/
Country of Ownership interest
Name of company incorporation 2022 2021 Principal activities

Held by the Company

Amtel Cellular Sdn. Bhd. Malaysia 100% 100% Research and development of
(“AMCSB”) hardware, software applications
and its related services.
Manufacturing, assembling,
installation and sale of telematics
and navigation products,
electronics, automotive and
telecommuncation related
products and its related services.

Amtel Communications Malaysia 100% 100% Dormant.

Sdn. Bhd. (“ACSB”)

Metrarama Sdn. Bhd. Malaysia 100% 100% Property investment, investment

(“MTSB”) holding and trading business.

Amtel Resources Malaysia 100% 100% Contractors for installation,

Sdn. Bhd. (“ARSB”) jointing and testing of utilities,
telecommunications and fibre
optic cables and associated
civil works; and provision
of landscaping, cleaning,
maintenance work and related
services. 
 ANNUAL REPORT 2022 105

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

6. INVESTMENT IN SUBSIDIARIES (CONTINUED)

Principal place
of business/
Country of Ownership interest
Name of company incorporation 2022 2021 Principal activities

Held through Amtel Cellular Sdn. Bhd.

Amnavi Sdn. Bhd Malaysia 100% 100% Geographical Information

(“AMSB”) System (GIS) and related
products. Integration,
implementation, maintenance
and provision of technical
services relating to the products.

Amtel Pte. Ltd.# Singapore 100% 100% Developing and maintaining of

(“APL”) map data source for navigation
and web based portal
application.

Amtel Intelligence Malaysia 100% 100% Trading and distribution of

Sdn. Bhd. (“AISB”) telematics and navigation
products, electronics,
automotive, telecomminication
related products, parts,
accessories and its related
services.

# Audited by auditors other than Baker Tilly Monteiro Heng PLT.

7. INVESTMENT IN ASSOCIATES

Group
2022 2021
RM RM

Unquoted shares

At cost

At beginning of the financial year 250,520 250,520

Disposal (3,010) -

At end of the financial year 247,510 250,520

Share of results of associates

At beginning of the financial year 1,472,163 1,322,077
Current year share of results 62,958 150,086
Dividend received (470,400) -
Disposal (3,107) -

At end of the financial year 1,061,614 1,472,163

1,309,124 1,722,683

106 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

7. INVESTMENT IN ASSOCIATES (CONTINUED)

Reconciliation of share of results of associates recognised in investment in associates and statement of

comprehensive income is as follows:

Group
2022 2021
RM RM

As per investment in associates 62,958 150,086

Reversal of share of unrealised profit on sales by associates (6,779) (26,222)

As per statement of comprehensive income 56,179 123,864

Details of the associates are as follows:

Principal place
of business/
Country of Ownership interest
Name of company incorporation 2022 2021 Principal activities

Held through Amtel Cellular Sdn. Bhd.

Milan Utama Sdn. Bhd. Malaysia 35% 35% Trading and distribution
(“MUSB”) of telecommunication,
telematics and information &
communication technology
products, installation &
distribution of vehicle products
and project implementation.

Held through Amtel Resources Sdn. Bhd.

WAMM Bersekutu Sdn. Malaysia 30% 32% Contractors for installation,

Bhd. (“WAMM”) jointing and testing of utilities,
telecommunication and fibre
optic cables and associated civil
work, trading and distribution
of telematics and information
and communication technology
products and services.

During the financial year, ARSB, a wholly owned subsidiary of the Company, disposed of its 2% equity
shares in WAMM for a total cash consideration of RM5,520. As a result, ARSB’s equity interest in WAMM
was reduced from 32% to 30%.
 ANNUAL REPORT 2022 107

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

7. INVESTMENT IN ASSOCIATES (CONTINUED)

(a) The summarised financial information of the associates are as follows:

MUSB WAMM Total
RM RM RM

Group

2022
Assets and liabilities
Non-current assets 432,952 133,327 566,279
Current assets 4,692,044 365,456 5,057,500
Non-current liabilities (827,516) (12,300) (839,816)
Current liabilities (775,945) (231,188) (1,007,133)

Net assets 3,521,535 255,295 3,776,830

Results
Revenue 2,885,784 477,900 3,363,684
Profit for the financial year 223,207 (50,547) 172,660
Total comprehensive income/(loss) 223,207 (50,547) 172,660

2021
Assets and liabilities
Non-current assets 404,150 38,410 442,560
Current assets 6,022,219 399,073 6,421,292
Non-current liabilities (767,541) - (767,541)
Current liabilities (1,016,499) (131,641) (1,148,140)

Net assets 4,642,329 305,842 4,948,171

Results
Revenue 5,116,537 324,579 5,441,116
Profit for the financial year 405,156 25,881 431,037
Total comprehensive income 405,156 25,881 431,037
108 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

7. INVESTMENT IN ASSOCIATES (CONTINUED)

(b) The reconciliation of net assets of the associates to the carrying amount of the investment in the
associates are as follows:

MUSB WAMM Total

RM RM RM

Group

2022
Share of net assets of the Group, representing
carrying amount in the statement of financial
position 1,232,536 76,588 1,309,124

Share of results of the Group for the financial year 78,122 (15,164) 62,958

2021
Share of net assets of the Group, representing
carrying amount in the statement of financial
position 1,624,815 97,868 1,722,683

Share of results of the Group for the financial year 141,804 8,282 150,086

8. INTANGIBLE ASSETS

Development
costs Total
RM RM

Group
Cost
At the end/beginning of the financial year 2,155,184 2,155,184

Accumulated amortisation
At the end/beginning of the financial year 2,155,183 2,155,183

Net carrying amount

At the end/beginning of the financial year 1 1
 ANNUAL REPORT 2022 109

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

9. OTHER INVESTMENTS

Group Company
2022 2021 2022 2021
RM RM RM RM

Non-current

At fair value
- Transferable club membership 250,000 250,000 - -

Current

At fair value
- Fixed income funds 7,656,659 5,827,679 333,876 670,492
- Quoted equity securities 1,932,983 1,616,373 - -

9,589,642 7,444,052 333,876 670,492

The transferable club membership of the Group is held in trust by a director of the Company.

Investment in fixed income funds are redeemable upon one day notice (2021: one day notice).

10. INVESTMENT PROPERTIES

Freehold Under Right-of-use

land Building construction asset Total
RM RM RM RM RM

Group
2022
Cost
At 1 December 2021/
30 November 2022 168,717 722,957 2,025,000 498,875 3,415,549

Accumulated depreciation
At 1 December 2021 - 21,273 - 7,811 29,084
Depreciation for the
financial year - 14,459 - 5,309 19,768

At 30 November 2022 - 35,732 - 13,120 48,852

Net carrying amount

At 30 November 2022 168,717 687,225 2,025,000 485,755 3,366,697

Fair value
At 30 November 2022 398,275 860,401 * 593,717
110 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

10. INVESTMENT PROPERTIES (CONTINUED)

Freehold Under Right-of-use

land Building construction asset Total
RM RM RM RM RM

Group
2021
Cost
At 1 December 2020 168,717 722,957 1,687,500 498,875 3,078,049
Additions - - 337,500 - 337,500
At 30 November 2021 168,717 722,957 2,025,000 498,875 3,415,549

Accumulated depreciation
At 1 December 2020 - 6,814 - 2,502 9,316
Depreciation for the
financial year - 14,459 - 5,309 19,768
At 30 November 2021 - 21,273 - 7,811 29,084

Net carrying amount

At 30 November 2021 168,717 701,684 2,025,000 491,064 3,386,465

Fair value
At 30 November 2021 378,428 1,009,901 * 706,766

* Investment properties under construction consist of three-storey terrace houses. The Group
determines that the fair value of investment properties under construction could not be reliably
measured.

During the financial year, the direct operating expenses arising from investment properties that did not
generate any rental income, amounted to RM20,054 (2021: RM20,765).

Fair value of the investment properties are categorised as level 3 fair value. The fair value of the
investment properties was derived based on recent transaction prices of comparable properties. The
most significant input used in the valuation was the price per square foot.

Right-of-use asset

Information about lease for which the Group is lessee is presented below:

Leasehold
land
RM

Group
Net carrying amount

At 1 December 2020 496,373

Depreciation (5,309)
At 30 November 2021 491,064
Depreciation (5,309)
At 30 November 2022 485,755

The Group leases leasehold land with remaining lease term of 91 years.
 ANNUAL REPORT 2022 111

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

11. DEFERRED TAX ASSETS/(LIABILITIES)

Deferred tax assets/(liabilities) relate to the following:

At 1 Recognised At 30 Recognised At 30
December in profit November in profit November
2020 or loss 2021 or loss 2022
RM RM RM RM RM

Group
Deferred tax assets
Property, plant and equipment 55,226 (98,368) (43,143) (11,239) (54,382)
Provision 303,739 47,294 351,033 60,349 411,382
358,965 (51,075) 307,890 49,110 357,000

Deferred tax liabilities

Property, plant and equipment (98,237) (15,935) (114,172) 800 (113,372)
Provision for employee benefits 8,810 559 9,369 - 9,369
(89,427) (15,376) (104,803) 800 (104,003)
269,538 (66,451) 203,087 49,910 252,997

Group
2022 2021
RM RM

Presented after appropriate offsetting as follows:

Deferred tax assets 357,000 307,890

Deferred tax liabilities (104,003) (104,803)
252,997 203,087

The estimated amount of temporary differences for which no deferred tax assets are recognised in the
financial statements are as follows (stated at gross):

Group Company
2022 2021 2022 2021
RM RM RM RM

Unutilised tax losses 6,959,830 6,573,315 4,147,159 4,235,626

Unabsorbed capital allowances 2,251,817 1,197,506 1,987,224 1,172,224
Deductible temporary differences
in respect of expenses 366,063 79,113 41,726 40,666
Differences between the carrying
amounts of property, plant and
equipment and their tax base (885,779) (217,283) (890,440) (225,444)
8,691,931 7,632,651 5,285,669 5,223,072

Pursuant to an amendment to Section 44(5F) of the Income Tax Act 1967, the time limit to utilise business
losses has been extended to a maximum of 10 consecutive years. This amendment is deemed to have
effect from the year of assessment 2019.

Furthermore, unutilised business losses brought forward from year of assessment 2018 can be carried
forward for another 10 consecutive years of assessment (i.e. from year of assessment 2019 to 2028).
112 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

11. DEFERRED TAX ASSETS/(LIABILITIES) (CONTINUED)

The unutilised tax losses which are available for offset against future taxable profits of the Company and
of the subsidiaries will expire in the following financial years:

Group Company
2022 2021 2022 2021
RM RM RM RM

2025 455,384 455,384 - -

2028 3,875,206 3,963,673 2,616,054 2,646,983
2029 713,587 713,587 685,672 685,942
2030 470,295 470,295 390,279 390,279
2031 970,376 970,376 455,154 512,422
2032 474,982 - - -

6,959,830 6,573,315 4,147,159 4,235,626

12. INVENTORIES

Group
2022 2021
RM RM

Manufactured goods and parts 4,462,572 5,285,694

Work in progress 1,032,658 1,487,870

5,495,230 6,773,564

During the financial year, inventories of the Group recognised as cost of sales amounted to
RM37,531,152 (2021: RM26,656,086).

The cost of inventories of the Group recognised as an expense in cost of sales during the financial
year in respect of write down of inventories to net realisable value was RM19,904 (2021: RM52,471).
Furthermore, the Group recognised as an expense in cost of sales during the financial year in respect of
written off to inventories amounted RM Nil (2021: RM35,901).
 ANNUAL REPORT 2022 113

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

13. TRADE RECEIVABLES

Group
Note 2022 2021
RM RM

Trade receivables 10,426,261 9,032,781

Less: Allowance for impairment loss (36,650) (36,650)

(a) 10,389,611 8,996,131

Amount due from an associate (b) - 1,418

10,389,611 8,997,549

(a) Trade receivables

The Group’s normal trade credit terms extended to customers ranging from 30 days to 90 days
(2021: 30 days to 90 days). Other credit terms are assessed and approved on a case by case basis.

Receivables that are impaired

The Group’s trade receivables that are impaired at the reporting date and the reconciliation of
movement in the impairment of trade receivables are as follows:

Group
2022 2021
RM RM

At beginning of the financial year 36,650 -

Charge for the financial year - 36,650

At end of the financial year 36,650 36,650

The information about the credit exposures are disclosed in Note 40(b)(i) to the financial
statements.

(b) Amount due from an associate

The amount due from an associate was subjected to normal trade terms ranging from 30 days to
90 days (2021: 30 days to 90 days).
114 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

14. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Group Company
Note 2022 2021 2022 2021
RM RM RM RM

Other receivables 574,895 274,646 134,803 6,180

Less: Allowance for impairment loss (6,180) (26,939) (6,180) (6,180)
(a) 568,715 247,707 128,623 -
Deposits 295,341 247,914 20,010 20,754
Prepayments (b) 2,178,107 348,515 13,014 10,551

3,042,163 844,136 161,647 31,305

(a) Other receivables

The Group’s other receivables that are impaired at the reporting date and the reconciliation of
movement in the impairment of other receivables are as follows:

Group Company
2022 2021 2022 2021
RM RM RM RM

At beginning of the financial year 26,939 26,939 6,180 6,180

Written off (20,759) - - -

At end of the financial year 6,180 26,939 6,180 6,180

(b) Prepayments

Included in prepayments of the Group are amounts of RM2,055,467 (2021: RM276,573) being
advances made to suppliers for purchase of inventories and equipment.

15. CONTRACT ASSETS/(LIABILITIES)

The Group’s contract assets and contract liabilities relating to infrastructure project contracts are
summarised as follows:

Group
2022 2021
RM RM

Contract assets 5,693,843 5,731,367

Contract liabilities (2,619,793) (2,484,977)

3,074,050 3,246,390
 ANNUAL REPORT 2022 115

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

15. CONTRACT ASSETS/(LIABILITIES) (CONTINUED)

Contract Contract
assets liabilities
increase/ increase/
(decrease) (decrease)
RM RM

Group
2022
Revenue recognised that was included in contract liability at the
beginning of the financial year - 1,639,730
Increase due to progress billings or cash received excluding amount
recognised as revenue during the year - (1,774,546)
Increase due to unbilled revenue recognised during the year 1,983,780 -
Transfers from contract assets recognised at the beginning
of the year to receivables (2,021,304) -

2021
Revenue recognised that was included in contract liability at
the beginning of the financial year - 435,410
Increase due to progress billings or cash received excluding
amount recognised as revenue during the year - (2,464,535)
Increase due to unbilled revenue recognised during the year 4,880,581 -
Transfers from contract assets recognised at the beginning
of the year to receivables (4,458,230) -

16. TAX ASSETS

This is in respect of tax recoverable from the Inland Revenue Board.

17. AMOUNT OWING BY/(TO) SUBSIDIARIES

The amount owing by/(to) subsidiaries are non-trade in nature, unsecured, interest-free and repayable
on demand in cash.

18. AMOUNT OWING BY/(TO) ASSOCIATES

The amount owing by/(to) associates are non-trade in nature, unsecured, interest-free and repayable
on demand in cash.

19. CASH DEPOSITS WITH LICENSED BANKS

Cash deposits with licensed banks of the Group bear effective interest at rates ranging from 1.70% to
2.60% (2021: 1.70% to 3.09%) per annum as at the financial year end with maturity period ranging from 30
days to 365 days (2021: 30 days to 365 days).

Included in the deposits of the Group is an amount of RM6,278,638 (2021: RM8,460,925) pledged as
security for banking facilities granted to subsidiaries as disclosed in Note 29 to the financial statements.
116 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

20. CASH AND BANK BALANCES

Group Company
2022 2021 2022 2021
RM RM RM RM

Cash at banks and in hand 8,348,756 14,909,474 749,050 2,754,203

The foreign currency exposure profiles of cash at banks and in hand of the Group are as follows:

Group
2022 2021
RM RM

United States Dollar 753,600 1,651,870

Renminbi  799,361 353,093
Singapore Dollar 5,810 5,526

21. SHARE CAPITAL

Group and Company

Number of
ordinary shares Amounts
2022 2021 2022 2021
units units RM RM

Issued and fully paid up (no par value):

At beginning of the financial year 97,553,682 65,036,066 40,148,639 40,148,639
Issued during the financial year - 32,517,616 - -

At end of the financial year 97,553,682 97,553,682 40,148,639 40,148,639

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard
to the Company’s residual assets.

22. RESERVES

Group Company
2022 2021 2022 2021
RM RM RM RM

Fair value reserve of financial

assets at FVOCI (a) 159,000 159,000 - -
Foreign exchange reserve (b) 54,388 40,446 - -
Retained earnings 27,234,284 25,144,472 5,778,989 5,091,816

27,447,672 25,343,918 5,778,989 5,091,816

 ANNUAL REPORT 2022 117

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

22. RESERVES (CONTINUED)

(a) Fair value reserve of financial assets at FVOCI

This reserve comprises the cumulative net change in the fair value of financial assets at fair value
through other comprehensive income (FVOCI) until the investments are derecognised or impaired.

(b) Foreign exchange reserve

The exchange reserve represents exchange differences arising from the translation of the financial
statements of foreign operations whose functional currencies are different from that of the Group’s
presentation currency.

23. WARRANTS

On 24 March 2021, the Company completed the issuance and listing of 48,776,330 free warrants on
Bursa Malaysia Securities Berhad, on the basis of one free warrant for every two existing ordinary shares,
constituted by a Deed Poll dated 19 November 2020.

The warrants will expire on 18 March 2024.

The salient terms of the warrants are as follows:

(i) Holders is entitled to subscribe for one new share of the Company at the exercise price during the
exercise period;
(ii) The exercise price of the warrants is RM0.65 per warrant subject to adjustments in accordance with
the provisions of the deed poll executed;
(iii) The warrants may be exercised at any time for a period of three years commencing on and
inclusive of the date of issue;
(iv) The holder will not be entitled to any voting right in any general meeting or to participate in any
form of distribution and/or offer of securities unless the warrants are exercise into new shares;
(v) The warrants will only be transferable in accordance with the provision of the Deed Poll subject to
the provision of Securities Industry (Central Depositories) Act 1991 and the rules of Bursa Malaysia
Depository Sdn. Bhd.; and
(vi) In the event of winding-up, reconstruction or amalgamation with one or more companies:
• the terms of winding-up, compromise or arrangement shall be binding on all the holders; and
• every holder shall be entitled (upon and subject to conditions) to exercise rights at any time
within six weeks after such winding-up or from the granting of the court order approving the
compromise or arrangement.

The movement in the Company’s warrants during the financial year is as follows:

Company
Number of Number of
warrants warrants
2022 2021
Units Units

At beginning of the financial year 48,776,330 -

Issued during the financial year - 48,776,330

At end of the financial year 48,776,330 48,776,330

118 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

24. TREASURY SHARES

During the financial year, the company repurchased 2,000,000 shares from the open market at an
average price of RM0.65 per share. The total consideration paid for the repurchased shares were
RM1,305,290 and they were financed by internally generated funds.

As at 30 November 2022, the company held 2,000,000 treasury shares out of its 97,553,682 issued and
paid up ordinary shares. Such treasury shares are held at a carrying amount of RM1,305,290.

25. HIRE PURCHASE PAYABLES

Future minimum hire purchase payments together with the present value of net minimum hire purchase
payments are as follows:

Group
2022 2021
RM RM

Minimum hire purchase payments:

Not later than one year 72,183 85,405
Later than one year and not later than five years 112,770 62,226

184,953 147,631
Less: Future finance charges (19,780) (6,798)

Present value of minimum hire purchase payments 165,173 140,833

Present value of minimum hire purchase payments:

Not later than one year 65,598 80,336
Later than one year and not later than five years 99,575 60,497

165,173 140,833
Less: Amount due within 12 months (65,598) (80,336)

Amount due after 12 months 99,575 60,497

The hire purchase payables of the Group bear implicit interest at rates ranging from 4.74% to 5.55%
(2021: 4.74% to 6.32%) per annum and are secured by the Group’s motor vehicles under hire purchase
arrangements as disclosed in Note 5 to the financial statements.

26. TRADE PAYABLES

The normal trade credit term granted by the trade payables to the Group ranges from 30 days to 90
days (2021: 30 days to 90 days).

Included in trade payables of the Group are:

(a) amounts of RM1,316,396 (2021: RM1,485,467) related to accrued project costs.

(b) an amount owing to an associate of RM 1,404,000 (2021: RM1,901,204) which is on normal trade
credit term.
 ANNUAL REPORT 2022 119

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

26. TRADE PAYABLES (CONTINUED)

The foreign currency exposure profiles of trade payables are as follows:

Group
2022 2021
RM RM

United States Dollar 859,478 518,266

Renminbi  461,997 452,706
Singapore Dollar - 257,560

27. OTHER PAYABLES, DEPOSITS AND ACCRUALS

Group Company
2022 2021 2022 2021
RM RM RM RM

Other payables 120,246 398,994 - 222,377

Deposits 133,801 110,455 131,701 99,355
SST payable 24,153 72,768 - -
Accruals 1,971,271 1,924,402 722,251 873,449

2,249,471 2,506,619 853,952 1,195,181

28. PROVISIONS

Group Company
2022 2021 2022 2021
RM RM RM RM

Provision for warranty costs

At beginning of the financial year 1,421,973 1,205,644 - -

Addition 1,023,916 685,574 - -
Utilisation (324,727) (196,963) - -
Reversal (471,004) (272,282) - -

At end of the financial year 1,650,158 1,421,973 - -

Provision for employee benefits

At beginning of the financial year 115,834 163,284 36,134 66,634

Addition 231,501 209,861 51,064 50,974
Utilisation (198,670) (257,311) (50,004) (81,474)

At end of the financial year 148,665 115,834 37,194 36,134

1,798,823 1,537,807 37,194 36,134

120 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

28. PROVISIONS (CONTINUED)

Provision for warranty costs is in respect of products sold under warranty by a subsidiary. Provision is
recognised for expected warranty claims on products sold based on past experience and directors’
best estimate. Assumptions used to calculate the provision for warranties were based on the sales made
and best estimate by the directors of the Group.

Provision for employee benefits is in respect of provision for short term accumulated compensated
absences for employees. The provision is made based on the number of days of outstanding
compensated absences of each executive director and employees multiplied by their respective
salary/wages as at financial year end.

29. BANK BORROWINGS

Group
2022 2021
RM RM

Current
Bank overdrafts 587,144 2,095,911

The bank overdrafts facilities are repayable on demand, and bear interest at rates ranging from 6.95%
to 8.90% (2021: 5.25% to 9.15%) per annum, secured and supported by the following:

(a) cash deposits with licensed banks of certain subsidiaries;

(b) corporate guarantees of the Company; and
(c) first legal charge over freehold land and building of the Company as disclosed in Note 5 to the
financial statements.

30. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the statements of cash flows comprise the following:

Group Company
2022 2021 2022 2021
Note RM RM RM RM

Cash at banks and in hand 20 8,348,756 14,909,474 749,050 2,754,203

Cash deposits with licensed banks 19 6,293,135 8,521,585 - -

14,641,891 23,431,059 749,050 2,754,203

Bank overdrafts 29 (587,144) (2,095,911) - -

14,054,747 21,335,148 749,050 2,754,203

Cash deposits with licensed banks
under lien 19 (6,278,638) (8,460,925) - -

7,776,109 12,874,223 749,050 2,754,203

 ANNUAL REPORT 2022 121

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

31. REVENUE

Group Company
2022 2021 2022 2021
RM RM RM RM

Revenue from contract customers:

Sales of goods or services 52,289,112 43,056,944 - -
Contract revenue 8,022,699 11,384,364 - -
Management fees - - 1,140,000 1,140,000

60,311,811 54,441,308 1,140,000 1,140,000

Revenue from other sources:

Dividend income from subsidiaries - - 1,474,200 1,701,000
Rental income 188,333 286,700 780,511 500,551

188,333 286,700 2,254,711 2,201,551

60,500,144 54,728,008 3,394,711 3,341,551

(a) Disaggregation of revenue

The Group reports the following major segments: information and communication technology,
telecommunications, infrastructure and services and others in accordance with MFRS 8 Operating
Segments. For the purpose of disclosure for disaggregation of revenue, it disaggregates revenue
into major products or services and timing of revenue recognition (i.e. goods transferred at a point
in time or services transferred over time).

Information and Telecommunications,

communication infrastructure
technology and services Total
RM RM RM

Group
2022

Major goods or services:

Sales of goods or services 52,289,112 - 52,289,112
Contract revenue - 8,022,699 8,022,699

52,289,112 8,022,699 60,311,811

Timing of revenue recognition:

At a point in time 52,289,112 - 52,289,112
Over time - 8,022,699 8,022,699

52,289,112 8,022,699 60,311,811

122 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

31. REVENUE (CONTINUED)

(a) Disaggregation of revenue (Continued)

Information and Telecommunications,

communication infrastructure
technology and services Total
RM RM RM

Group
2021

Major goods or services:

Sales of goods or services 43,056,944 - 43,056,944
Contract revenue - 11,384,364 11,384,364

43,056,944 11,384,364 54,441,308

Timing of revenue recognition:

At a point in time 43,056,944 - 43,056,944
Over time - 11,384,364 11,384,364

43,056,944 11,384,364 54,441,308

Others Total
RM RM

Company
2022

Major goods or services:

Management fee 1,140,000 1,140,000

Timing of revenue recognition:

Over time 1,140,000 1,140,000

2021

Major goods or services:

Management fee 1,140,000 1,140,000

Timing of revenue recognition:

Over time 1,140,000 1,140,000

(b) Transaction price allocated to the remaining performance obligation

The Group and the Company applied the practical expedient in paragraph 121(a) of MFRS 15
and did not disclose information about remaining performance for contracts that have original
expected duration of one year or less.
 ANNUAL REPORT 2022 123

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

32. COST OF SALES

Group Company
2022 2021 2022 2021
RM RM RM RM
(Restated)

Cost of sales of goods or services 43,312,756 33,970,511 - -

Cost of infrastructure project contracts 5,990,199 8,344,601 - -

49,302,955 42,315,112 - -

33. PROFIT BEFORE TAX

Other than disclosed elsewhere in the financial statements, the following items have been charged/
(credited) in arriving at profit before tax:

Group Company
2022 2021 2022 2021
RM RM RM RM
(Restated)

Auditors’ remuneration:
- statutory audit 159,250 131,605 71,000 62,500
- other services 6,000 6,000 6,000 6,000
Depreciation of property, plant and
equipment 1,554,926 1,268,456 432,059 239,226
Depreciation of investment properties 19,768 19,768 - -
Distribution income from fixed income funds (148,357) (77,465) (13,384) (25,039)
Dividend income from quoted equity
securities (516,163) (100,967) - -
Dividend income - - (1,474,200) (1,701,000)
Expenses relating to short term lease 41,440 252,700 - 68,000
Fair value loss on other investments 537,545 436,862 - -
Gain on disposal of property, plant and
equipment (68,837) (53,772) - -
Impairment loss on:
- trade receivables - 36,650 - -
- property plant and equipment 101 8 - -
Interest expense:
- hire purchase payables 6,632 9,821 - -
- bank overdrafts 37,875 39,757 - -
- others 20,368 21,348 280 -
Interest income (189,741) (244,996) (3,795) (18,041)
Inventories written off - 35,901 - -
Inventories written down 19,904 52,471 - -
Loss on partial disposal of an associate 597 - - -
124 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

33. PROFIT BEFORE TAX (CONTINUED)

Other than disclosed elsewhere in the financial statements, the following items have been charged/
(credited) in arriving at profit before tax (Continued):

Group Company
2022 2021 2022 2021
RM RM RM RM
(Restated)

Loss/(Gain) on foreign exchange:

- realised 137,471 118,261 - -
- unrealised (102,620) (96,671) - -
Net provision for employee benefits 32,831 (47,450) 1,060 (30,500)
Net provision of warranty costs 552,912 413,292 - -
Personnel expenses (including key
management personnel):
- contribution to Employees Provident
Fund and social security contribution 558,210 526,711 73,432 96,150
- salaries and others 5,145,150 4,753,466 902,451 1,198,484
Property, plant and equipment written off - 392 - 18
Rental income (9,100) (40,400) - (52,000)
Share of results of associates (56,179) (123,864) - -
Waiver of amount owing by a subsidiary - - 5,400 1,300

Included in personnel expenses are the aggregate amounts of remuneration received and receivable
by the Directors of the Company and of its subsidiaries during the financial year as follows:

Group Company
2022 2021 2022 2021
RM RM RM RM

Executive Directors
- other emoluments 1,121,158 1,280,533 512,000 651,800
- contribution to Employees Provident
Fund and social security contribution 85,082 92,874 20,870 26,473
- estimated monetary value of
benefit-in-kind 47,025 46,450 31,150 31,150

1,253,265 1,419,857 564,020 709,423

Non-executive Directors
- fees 206,400 298,374 177,600 264,534
- other emoluments 6,000 7,200 6,000 7,200

212,400 305,574 183,600 271,734

Total directors’ remuneration 1,465,665 1,725,431 747,620 981,157

 ANNUAL REPORT 2022 125

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

34. INCOME TAX EXPENSE

Group Company
2022 2021 2022 2021
RM RM RM RM

Current tax expense:

Malaysian income tax:

- Current year 1,338,000 1,494,698 - -

- Under provision in prior financial year 31,673 169,152 - -

1,369,673 1,663,850 - -

Deferred tax expense (Note 11):

- Relating to (reversal)/origination of
temporary differences (90,418) 22,344 - -
- Under provision in prior financial year 40,508 44,107 - -

(49,910) 66,451 - -

Tax expense recognised in profit or loss 1,319,763 1,730,301 - -

Domestic income tax is calculated at the Malaysian statutory income tax rate of 24% (2021: 24%) of the
estimated assessable profit for the financial year.

The reconciliation from the tax amount at statutory income tax rate to the Group’s and the Company’s
tax expense are as follows:

Group Company
2022 2021 2022 2021
RM RM RM RM

Profit before tax 3,409,575 5,287,756 687,173 935,200

Tax at the Malaysian statutory income tax

rate of 24% (2020: 24%) 818,298 1,269,061 164,922 224,448
Effect of different tax rate in foreign
jurisdictions 26,109 (74,916) - -
Tax effect of non-taxable income (252,127) (189,270) (421,144) (453,387)
Tax effect of non-deductible expenses 401,075 358,753 241,199 186,867
Deferred tax assets not recognised during
the financial year 254,227 153,414 15,023 42,072
Under provision in prior financial year:
- current tax expense 31,673 169,152 - -
- deferred tax expense 40,508 44,107 - -

Income tax expense 1,319,763 1,730,301 - -

126 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

35. EARNINGS PER SHARE

(a) Basic earnings per share

Basic earnings per share of the Group is calculated based on the profit attributable to owners
of the Company divided by the weighted average number of ordinary shares in issue during the
financial year:

Group
2022 2021
RM RM

Profit for the financial year attributable

to owners of the Company 2,089,812 3,557,455

Weighted average number of shares (unit) 97,011,216 92,653,767

Basic earnings per share (sen) 2.15 3.84

* The weighted average number of shares takes into account the weighted average effect of
changes in treasury shares transactions during the financial year.

(b) Diluted earnings per share

Diluted earnings per share are based on the profit for the financial year attributable to owners
of the Company and the weighted average number of ordinary shares outstanding during the
financial year plus the weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into ordinary shares, calculated as follows:

Group
2022 2021
RM RM

Profit for the financial year attributable

to owners of the Company 2,089,812 3,557,455

Weighted average number of shares (unit)

for basic earnings per share 97,011,216 92,653,767
Effects of dilution from:
- Warrants 2,604,561 8,659,469

Weighted average number of shares (unit)

for diluted earnings per share 99,615,777 101,313,236

Diluted earnings per share (sen) 2.10 3.51

There have been no transactions involving ordinary shares or potential ordinary shares since the
reporting date and before the authorisation of these financial statements other than issuance of
69,000 and 150,000 ordinary shares pursuant to the exercise of warrants on 17 January 2023 and 17
March 2023 respectively.
 ANNUAL REPORT 2022 127

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

36. EMPLOYEE’S SHARE OPTION SCHEME (“ESOS”) AND SHARE GRANT PLAN (“SGP”)

At an Extraordinary General Meeting held on 25 May 2022, the Company’s shareholders approved the
establishment of a long-term incentive plan (“LTIP”), which comprises the ESOS and SGP. The LTIP was
implemented on 3 October 2022 and will continue to be in force for a period of five (5) years from the
date of implementation and may be extended for a period of up to another 5 years provided that the
tenure of the LTIP shall not in aggregate exceed 10 years from the date of implementation.

The salient features of the LTIP are as follows:

(i) Eligible persons are directors and employees of the Company and its subsidiaries (excluding
dormant subsidiaries) who are confirmed employees (in the case of employees) and have attained
the age of eighteen (18) years.

(ii) The maximum number of shares which may be made available under the LTIP shall not in
aggregate exceed 15 percent (15%) of the total number of issued shares of the Company
(excluding treasury shares, if any) at any point of time during the tenure of the LTIP and out of
which not more than seventy five percent (75%) shall be allocated to the directors and senior
management of the Group. In addition, not more than ten percent (10%) of the maximum shares
available under the LTIP shall be allocated to any individual eligible person or employee who,
either singly or collectively through persons connected with him/her, hold twenty percent (20%) or
more of the total number of issued shares of the Company.

(iii) The shares to be issued pursuant to the exercise of ESOS Options and/or vesting of the SGP
Awards, shall upon allotment and issuance, rank equally in all respects with the existing shares of
the Company, save and except that the new shares will not be entitled to any dividends, rights,
allotments and/or any other forms of distributions where the entitlement date of such dividends,
rights, allotments and/or an other forms of distributions precedes the relevant date of allotment
and issuance of the new shares.

(iv) The exercise price which will be payable by the ESOS Participants upon the exercise of the ESOS
Option and the reference value for the SGP Awards to be granted shall be based on a discount
(as determined by the LTIP Committee) of not more than 10% of the 5-day VWAP of the Shares
transacted on the Bursa Securities immediately preceding the date of the ESOS Award or the SGP
Award (or such basis as the relevant authorities may permit).

(v) In the event of any alternation in the share capital of the Company during the LTIP Period (whether
by way of rights issue, bonus issue or other capitalisation issue, consolidation or subdivision of Shares
or reduction or any variation of capital), the Board of Directors may, at its discretion, determine:

a. in respect of the ESOS, the Exercise Price and/or the number of unexercised ESOS Options;
and

b. in respect of the SGP, the number of Shares comprised in unvested SGP Awards, shall be
adjusted and, if so, the manner in which such adjustments should be made.

No options were granted under the ESOS and no shares were granted under the SGP during the
financial year.
128 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

37. RELATED PARTY DISCLOSURES

(a) Identity of related parties

For the purposes of these financial statements, parties are considered to be related to the Group
or to the Company if the Group or the Company has the ability to directly or indirectly control the
party or exercise significant influence over the party in making financial and operating decision, or
vice versa, or where the Group or the Company and the party are subject to common control or
common significant influence. Related parties may be individuals or other entities.

The Group and the Company have a related party relationship with its subsidiaries, associates and
key management personnel.

(b) Related party transactions and balances

Other then as disclosed elsewhere in the financial statements, transactions with related parties are
as follows:

Company
2022 2021
RM RM

Dividend received/receivable from subsidiaries (1,474,200) (1,701,000)

Management fees received/receivable from subsidiaries (1,140,000) (1,140,000)
Rental of premises received/receivable from subsidiaries (592,178) (233,051)
Waiver of amount owing by a subsidiary 5,400 1,300

The transactions with associates are as follows:

Group Company
2022 2021 2022 2021
RM RM RM RM

Dividend received/receivable
from an associate (470,400) - - -
Purchases from an associate 2,808,000 5,041,579 - -
Management fees paid/
payable to an associate 477,900 192,000 - -
Rental of premises paid/
payable to an associate - 8,000 - -
Rental of premises received/
receivable from associates (83,973) (56,800) (130,626) (28,800)

Information regarding outstanding balances arising from related party transactions are disclosed in
Notes 13, 17, 18 and 26 to the financial statements.
 ANNUAL REPORT 2022 129

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

37. RELATED PARTY DISCLOSURES (CONTINUED)

(c) Compensation of key management personnel

Key management personnel include personnel having authority and responsibility for planning,
directing and controlling the activities of the entities, directly or indirectly, including any directors of
the Group.

The remuneration of key management personnel including directors are as follows:

Group Company
2022 2021 2022 2021
RM RM RM RM

Fee 206,400 298,374 177,600 264,534

Short term employee benefits 1,373,967 1,574,940 624,722 769,650
Post-employment benefits 121,015 123,104 34,692 40,726
Estimated monetary value of
benefit-in-kind 52,783 55,250 31,150 31,150

1,754,165 2,051,668 868,164 1,106,060

38. FINANCIAL GUARANTEES

Group Company
2022 2021 2022 2021
RM RM RM RM

Secured
In respect of financial guarantees
given by the Company to
financial institutions for banking
and credit facilities granted to:
- Associate 783,327 951,995 783,327 951,995
- Subsidiary - - 587,144 2,095,904

783,327 951,995 1,370,471 3,047,899

130 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

39. SEGMENT INFORMATION

For management purposes, the Group is organised into operating segments based on their products
and services. The Group Managing Director regularly reviews the information of each operating
segment for the purposes of resource allocation and assessment of segment performance. As such, the
Group’s reportable segment in accordance with MFRS 8 Operating Segments is as follows:

Information and Inclusive of research and development of hardware, software

Communication applications and its related services, telematics and navigation products,
Technology electronics, automotive and telecommunication related products,
Geographical Information System (GIS) and related products and services.

Telecommunications, Inclusive of installation, jointing and testing of utilities, telecommunication

Infrastructure and and fibre optic cables and associated civil works.
Services

Others Mainly comprise investment holding, property investment and provision of

management services which are incidental to the activities of the Group,
and trading business.

Segment revenue, results, assets and liabilities include items directly attributable to segment as well as
those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest-earning
assets and revenue, interest-bearing loans and expenses and tax assets, liabilities and expense.

Segment revenue and results

The accounting policies of the reportable segments are described in Note 3 to the financial statements.
Segment results represent profit or loss before tax of the segment. Inter-segment transactions are entered
in the ordinary course of business based on terms mutually agreed upon by the parties concerned.

Segment assets

Segment assets are measured based on all assets of the segment.

Segment liabilities

Segment liabilities are measured based on all liabilities of the segment.

39. SEGMENT INFORMATION (CONTINUED)

(a) Operating segment

Information and Telecommunications,

Communication Infrastructure and
Technology Services Others Eliminations Consolidated
Note RM RM RM RM RM

Group
2022

Segment Revenue
External revenue 52,289,112 8,022,699 188,333 - 60,500,144
Inter-segment revenue (i) 114,116 - 3,206,378 (3,320,494) -

Total revenue 52,403,228 8,022,699 3,394,711 (3,320,494) 60,500,144

Segment Results
Interest income 119,984 34,085 35,672 - 189,741
Interest expense (30,205) (34,390) (280) - (64,875)
Depreciation of property, plant
and equipment (828,254) (294,613) (432,059) - (1,554,926)
Share of results of associates 71,343 (15,164) - - 56,179
Other non-cash items (ii) (607,165) 102,620 (536,128) - (1,040,673)
Segment profit/(loss) before tax 4,693,193 (385,540) (898,078) - 3,409,575
Income tax expense (1,315,101) (4,662) - - (1,319,763)

Segment Assets
Additions to non-current assets (iii) 340,626 450,307 1,549,716 - 2,340,649
Total segment assets 31,308,214 14,358,871 36,853,346 - 82,520,431

Segment Liabilities
Total segment liabilities 8,586,121 6,703,003 940,286 - 16,229,410
ANNUAL REPORT 2022

(Continued)
FINANCIAL STATEMENTS
NOTES TO THE
131
 132
39. SEGMENT INFORMATION (CONTINUED)

(a) Operating segment (Continued)

(Continued)
Information and Telecommunications,
Communication Infrastructure and
Technology Services Others Eliminations Consolidated
Note RM RM RM RM RM
AMTEL HOLDINGS BERHAD

Group
2021
NOTES TO THE

Segment Revenue
External revenue 42,957,044 11,484,264 286,700 - 54,728,008
Inter-segment revenue (i) 221,785 - 3,054,851 (3,276,636) -

Total revenue 43,178,829 11,484,264 3,341,551 (3,276,636) 54,728,008

Segment Results
FINANCIAL STATEMENTS

Interest income 130,487 51,767 62,742 - 244,996

Interest expense (48,132) (22,794) - - (70,926)
Depreciation of property, plant
and equipment (773,317) (255,912) (239,227) - (1,268,456)
Share of results of associates 115,582 8,282 - - 123,864
Other non-cash items (ii) (386,099) (38,976) (406,380) - (831,455)
Segment profit/(loss) before tax 5,106,445 1,073,247 (891,936) - 5,287,756
Tax (expense)/credit (1,425,685) (304,616) - - (1,730,301)

Segment Assets
Additions to non-current assets (iii) 749,284 184,189 3,993,749 - 4,927,222
Total segment assets 33,110,292 15,438,446 37,664,684 - 86,213,422

Segment Liabilities
Total segment liabilities 12,751,784 6,732,140 1,236,941 - 20,720,865
 ANNUAL REPORT 2022 133

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

39. SEGMENT INFORMATION (CONTINUED)

(a) Operating segment (Continued)

(i) Inter-segment revenue is in respect of sales between the segments which are charged at cost
plus a percentage profit mark-up. Segment revenue, expenses and results include transfers
between business segments. These transfers are eliminated on consolidation.

(ii) Other material non-cash items consist of the following items as presented in the respective
notes:

Group
2022 2021
RM RM

Fair value loss on other investment (537,545) (436,862)

Gain on foreign exchange - unrealised 102,620 96,671
Impairment loss on:
- trade receivables - (36,650)
- property plant and equipment (101) (8)
Inventories written off - (35,901)
Inventories written down (19,904) (52,471)
Net provision for employee benefits (32,831) 47,450
Net provision for warranty costs (552,912) (413,292)
Property, plant and equipment written off - (392)

(1,040,673) (831,455)

(iii) Additions to non-current assets consist of:

Group
2022 2021
RM RM

Property, plant and equipment 2,340,649 4,589,722

Investment properties - 337,500

2,340,649 4,927,222

(b) Geographical segment

The Group operates predominantly in Malaysia and hence, no geographical segment is presented.

(c) Information about major customers

Revenue from 3 (2021: 3) major customers of the Group amounted to RM44,706,815 (2021:
RM34,481,653).
134 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS

(a) Categories of financial instruments

The following table analyses the financial instruments in the statements of financial position by the
classes of financial instruments to which they are assigned:

(i) Fair value through comprehensive income (“FVOCI”)

(ii) Fair value through profit or loss (“FVPL”)
(iii) Amortised cost (“AC”)

Carrying
amount FVOCI FVPL AC
RM RM RM RM

Group
2022
Financial assets
Fixed income funds 7,656,659 - 7,656,659 -
Quoted equity securities 1,932,983 - 1,932,983 -
Transferable club membership 250,000 250,000 - -
Trade receivables 10,389,611 - - 10,389,611
Other receivables and deposits 864,056 - - 864,056
Amount owing by associates 288,390 - - 288,390
Cash deposits with licensed banks 6,293,135 - - 6,293,135
Cash and bank balances 8,348,756 - - 8,348,756

36,023,590 250,000 9,589,642 26,183,948

Financial liabilities
Trade payables 7,976,328 - - 7,976,328
Other payables, deposits and
accruals ^ 2,225,318 - - 2,225,318
Amount owing to associates 163,450 - - 163,450
Bank borrowings 587,144 - - 587,144
Hire purchase payables 165,173 - - 165,173

11,117,413 - - 11,117,413
 ANNUAL REPORT 2022 135

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(a) Categories of financial instrument (Continued)

The following table analyses the financial instruments in the statements of financial position by the
classes of financial instruments to which they are assigned (Continued):

Carrying
amount FVOCI FVPL AC
RM RM RM RM

Group
2021
Financial assets
Fixed income funds 5,827,679 - 5,827,679 -
Quoted equity securities 1,616,373 - 1,616,373 -
Transferable club membership 250,000 250,000 - -
Trade receivables 8,997,549 - - 8,997,549
Other receivables and deposits * 495,621 - - 495,621
Amount owing by associates 156,020 - - 156,020
Cash deposits with licensed banks 8,521,585 - - 8,521,585
Cash and bank balances 14,909,474 - - 14,909,474

40,774,301 250,000 7,444,052 33,080,249

Financial liabilities
Trade payables 11,192,502 - - 11,192,502
Other payables, deposits and
accruals ^ 2,433,851 - - 2,433,851
Amount owing to associates 76,776 - - 76,776
Bank borrowings 2,095,911 - - 2,095,911
Hire purchase payables 140,833 - - 140,833

15,939,873 - - 15,939,873
136 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(a) Categories of financial instrument (Continued)

The following table analyses the financial instruments in the statements of financial position by the
classes of financial instruments to which they are assigned (Continued):

Carrying
amount FVPL AC
RM RM RM

Company
2022
Financial assets
Fixed income funds 333,876 333,876 -
Other receivables and deposits 148,633 - 148,633
Amount owing by subsidiaries 6,773,985 - 6,773,985
Amount owing by associates 277,021 - 277,021
Cash and bank balances 749,050 - 749,050

8,282,565 333,876 7,948,689

Financial liabilities
Other payables, deposits and accruals 853,952 - 853,952
Amount owing to subsidiaries 6,746,086 - 6,746,086

7,600,038 - 7,600,038

2021
Financial assets
Fixed income funds 670,492 670,492 -
Other receivables and deposits 20,754 - 20,754
Amount owing by subsidiaries 6,769,086 - 6,769,086
Amount owing by associates 156,019 - 156,019
Cash and bank balances 2,754,203 - 2,754,203

10,370,554 670,492 9,700,062

Financial liabilities
Other payables, deposits and accruals ^
1,195,181 - 1,195,181
Amount owing to subsidiaries 6,755,669 - 6,755,669

7,950,850 - 7,950,850

* Exclude GST refundable.

^ Exclude SST payable.
 ANNUAL REPORT 2022 137

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management

The Group’s and the Company’s activities are exposed to a variety of financial risks arising from
their operations and the use of financial instruments. The key financial risks include credit risk,
liquidity risk, interest rate risk and foreign currency risk. The Group’s and the Company’s overall
financial risk management objective is to optimise value for their shareholders.

The Board of Directors reviews and agrees to policies and procedures for the management of
these risks, which are executed by the Group’s senior management. The audit committee provides
independent oversight to the effectiveness of the risk management process.

(i) Credit risk

Credit risk is the risk of financial loss to the Group and the Company that may arise on
outstanding financial instruments should a counterparty default on its obligations. The Group’s
exposure to credit risk primarily arise from its trade receivables and contract assets whilst
the Company’s exposure to credit risk primarily arises from amount owing by subsidiaries.
The Group and the Company have a credit policy in place and the exposure to credit
risk is managed through the application of credit approvals, credit limits and monitoring
procedures.

Trade receivables and contract assets

As at the end of the reporting period, the maximum exposure to credit risk arising from trade
receivables and contract assets is represented by the carrying amounts in the statements of
financial position.

The carrying amount of trade receivables and contract assets are not secured by any
collateral or supported by any other credit enhancements. In determining the recoverability
of these receivables, the Group considers any change in the credit quality of the receivables
from the date the credit was initially granted up to the reporting date. The Group has
adopted a policy of dealing with creditworthy counterparties as a means of mitigating the risk
of financial loss from defaults.

Credit risk concentration profile

As at the end of the reporting period, the Group has significant concentration of credit risk in
the form of outstanding balances owing by 2 (2021: 2) customers representing 62% (2021: 20%)
of the total receivables whilst the Company has significant concentration of credit risk from
the amount owing by its subsidiaries.

The Group applies the simplified approach to providing for impairment losses prescribed by
MFRS 9, which permits the use of the lifetime expected credit loss (“ECL”) provision for the
trade receivable and contract assets. The Group individually assessed ECL of individual
customer based on indicators such as changes in financial capability of the receivables,
past payment trends of the receivables and default or significant delay in payments. The
determination of ECL also incorporate economic conditions during the period of historical
data, current conditions and forward-looking information on the economic conditions
over the expected settlement period of the receivable. The Group believes that changes
in economic conditions over these periods would not materially impact the impairment
calculation of the receivables.
138 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (Continued)

(i) Credit risk (Continued)

Trade receivables and contract assets (Continued)

Credit risk concentration profile (Continued)

The information about the credit risk exposure on the Group’s trade receivables and contract
assets are as follow:

Gross
Carrying ECL
Amount Allowance Net Balance
RM RM RM

Group
2022

Trade receivables
Current (not past due) 7,668,069 - 7,668,069
1 to 30 days 591,880 - 591,880
> 30 days past due 1,863,564 - 1,863,564
> 60 days past due 163,205 - 163,205
> 90 days past due 17,191 - 17,191
> 120 days past due 85,701 - 85,701
Individually assessed (credit-impaired) 36,650 (36,650) -

10,426,261 (36,650) 10,389,611

Contract assets
Current (not past due) 5,693,843 - 5,693,843

16,120,104 (36,650) 16,083,454

2021

Trade receivables
Current (not past due) 7,062,150 - 7,062,150
> 30 days past due 1,122,006 - 1,122,006
> 60 days past due 194,730 - 194,730
> 90 days past due 54,882 - 54,882
> 120 days past due 563,781 - 563,781
Individually assessed (credit-impaired) 36,650 (36,650) -

9,034,199 (36,650) 8,997,549

Contract assets
Current (not past due) 5,731,367 - 5,731,367

14,765,566 (36,650) 14,728,916

 ANNUAL REPORT 2022 139

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (Continued)

(i) Credit risk (Continued)

Other receivables and other financial assets

For other receivables and other financial assets (including cash and cash equivalents), the Group
and the Company minimise credit risk by dealing exclusively with high credit rating counterparties.
At the reporting date, the Group’s and the Company’s maximum exposures to credit risk arising
from other receivables and other financial assets are represented by the carrying amount of each
class of financial assets recognised in the statements of financial position.

The Group and the Company consider the probability of default upon initial recognition of
asset and whether there has been a significant increase in credit risk on an ongoing basis
throughout each reporting period. To assess whether there is a significant increase in credit
risk, the Group and the Company compare the risk of a default occurring on the asset as
at the reporting date with the risk of default as at the date of initial recognition. It considers
available reasonable and supportive forward-looking information.

The Company provides advances to subsidiaries. The Company monitors the result of the
subsidiaries in determining the recoverability of the intercompany balances. The advances
to subsidiaries are repayable on demand. For such advances, ECL are assessed based on
the assumption that repayment of the advances is demanded at the reporting date. If the
subsidiary does not have sufficient liquid reserves when the loan is demanded, the Company
will consider the expected manner of recovery and recovery period of the advances.

Other than the credit-impaired other receivables, the Group and the Company consider
these financial assets to have low credit risk. As at reporting date, the Group and the
Company determine the ECL for other receivables and other financial assets to be negligible.

Refer to Note 3.12(a) to the financial statements for the Group’s and the Company’s other
accounting policies for impairment of financial assets.

Financial guarantees

The Company is exposed to credit risk in relation to financial guarantees given to banks in
respect of loans granted to its subsidiaries and associate. The Company monitors the results
of its associate and subsidiaries and their repayments on an on-going basis. The maximum
exposure of the Group and the Company to credit risk amounted to RM783,327 (2021:
RM951,995) and RM1,370,471 (2021: RM3,047,899) respectively representing the outstanding
credit facilities of the subsidiaries and associate guaranteed by the Company at the reporting
date. At the reporting date, there was no loss allowance for impairment as determined by the
Company for the financial guarantees.

The financial guarantees have not been recognised as the fair value on initial recognition
was immaterial since the financial guarantees provided by the Company did not contribute
towards credit enhancement of the subsidiaries’ and associate’s borrowings in view of the
security pledged by the subsidiaries and associate and it is unlikely the subsidiaries and
associate will default within the guarantee period.
140 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (Continued)

(ii) Liquidity risk

Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting
financial obligations when they fall due. The Group’s and the Company’s exposure to liquidity
risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s
and the Company’s exposure to liquidity risk arise principally from trade and other payables, loans
and borrowings. The Group’s and the Company’s objective is to maintain a balance between
continuity of funding and flexibility through the use of stand-by credit facilities.

The Group’s and the Company’s liquidity risk management policy is to manage its debt
maturity profile, operating cash flows and the availability of funding so as to ensure that
refinancing, repayment and funding needs are met. In addition, the Group and the Company
maintain sufficient levels of cash and available banking facilities at a reasonable level to their
overall debt position to meet their working capital requirement.

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and of the Company’s
financial liabilities at the reporting date based on contractual undiscounted repayment
obligations.

Total On demand
Carrying contractual or within 2 to 5
amount cash flows 1 year years
RM RM RM RM

Group
2022
Financial liabilities
Trade payables 7,976,328 7,976,328 7,976,328 -
Other payables, deposits and
accruals ^ 2,225,318 2,225,318 2,225,318 -
Amount owing to associates 163,450 163,450 163,450 -
Hire purchase payables 165,173 184,953 72,183 112,770
Bank overdrafts 587,144 587,144 587,144 -
Financial guarantees* - 783,327 783,327 -

11,117,413 11,920,520 11,807,750 112,770

Company
Financial liabilities
Other payables and accruals 853,952 853,952 853,952 -
Amount owing to subsidiaries 6,746,086 6,746,086 6,746,086 -
Financial guarantees* - 1,370,471 1,370,471 -

7,600,038 8,970,509 8,970,509 -

 ANNUAL REPORT 2022 141

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (Continued)

(ii) Liquidity risk (Continued)

Analysis of financial instruments by remaining contractual maturities (Continued)

Total On demand
Carrying contractual or within 2 to 5
amount cash flows 1 year years
RM RM RM RM

Group
2021
Financial liabilities
Trade payables 11,192,502 11,192,502 11,192,502 -
Other payables, deposits and
accruals ^ 2,433,851 2,433,851 2,433,851 -
Amount owing to associates 76,776 76,776 76,776 -
Hire purchase payables 140,833 147,631 85,405 62,226
Bank overdrafts 2,095,911 2,095,911 2,095,911 -
Financial guarantees* - 951,995 951,995 -

15,939,873 16,898,666 16,836,440 62,226

Company
Financial liabilities
Other payables, deposits and
accruals ^ 1,195,181 1,195,181 1,195,181 -
Amount owing to subsidiaries 6,755,669 6,755,669 6,755,669 -
Financial guarantees* - 3,047,899 3,047,899 -

7,950,850 10,998,749 10,998,749 -

^ Exclude SST payable.

* The Company has given corporate guarantees to banks on behalf of associate and subsidiaries for
banking facilities. The potential exposure of the financial guarantees are equivalent to the amount
of the banking facilities being utilised by the said associate and subsidiaries.
142 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (Continued)

(iii) Interest rate risk

Interest rate 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 interest rates.

The Group’s exposure to interest rate risk arises primarily from interest bearing financial assets
and financial liabilities which include cash deposits, bank borrowings and lease liabilities.

Interest bearing financial assets include cash deposits that are short term in nature and are
not held for speculative purposes but are placed to satisfy conditions for banking facilities
granted to the subsidiaries and to earn a better yield than cash at banks. The cash deposits
placed with licensed banks at fixed rate expose the Group to fair value interest rate risk.

Interests bearing financial liabilities include lease liabilities and bank overdrafts.

Borrowings at floating rate amounting to RM587,144 (2021: RM2,095,911) expose the Group to
cash flow interest rate risk whilst lease liabilities at fixed rate amounting to RM165,173 (2021:
RM140,833) expose the Group to fair value interest rate risk.

The Group manages its interest rate risk exposure by maintaining a prudent mix of fixed and
floating borrowings rate. The Group also monitors the interest rate on borrowings closely to
ensure that the borrowings are maintained at favourable rates.

Sensitivity analysis for interest rate risk

The Group and Company believes that no reasonably possible changes in the interest rate
could affect the results of the Group and the Company materially as the impact is not
significant.

(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 purchases and direct costs that
are denominated in currencies other than the respective functional currencies of Group
entities, primarily RM. The foreign currencies in which these transactions are denominated are
mainly United States Dollar (“USD”), Renminbi (“RMB”) and Singapore Dollar (“SGD”).

The Group also holds cash and bank balances denominated in foreign currencies for working
capital purposes. At the reporting date, such foreign currencies balances (mainly in USD, RMB
and SGD) amounting to RM1,558,771 (2021: RM2,010,489).

Sensitivity analysis for foreign currency risk

The Group believes that the impact of foreign currency fluctuation will not significantly affect
the profitability of the Group. As such, sensitivity analysis is not presented.
 ANNUAL REPORT 2022 143

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (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. The Group is exposed to
market price risk arising from its quoted equity securities. These instruments are classified as fair
value through profit or loss. The Group does not have exposure to commodity price risk.

Sensitivity analysis for equity price risk

At the reporting date, if the price of the other investments had been 5% higher/lower, with all
other variables held constant, the Group’s net profit would increase/decrease by RM73,453
(2021: RM61,422) as a result of increase/decrease in the fair value of the quoted equity
securities.

(c) Fair values measurement

(i) Determination of fair value

The methods and assumptions used to determine the fair value of the following classes of
financial assets and liabilities are as follows:

Cash and cash equivalents, trade and other receivables and payables

The carrying amounts of cash and cash equivalents, trade and other receivables and
payables are reasonable approximation of fair values due to relatively short-term nature of
these financial instruments.

Other investments

The fair value of fixed income funds is determined by reference to the redemption price at
the reporting date.

The fair value of quoted equity securities is determined by their quoted closing market price at
the end of the reporting date.

The fair value of the transferable club membership is determined by reference to comparable
market value of similar investment.

Borrowings

The carrying amounts of the current portion of borrowings are reasonable approximation of
fair value due to the insignificant impact of discounting.
144 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair values measurement (Continued)

(ii) Fair value hierarchy

The following table provides an analysis of financial instruments that are measured subsequent
to initial recognition at fair value, within the fair value hierarchy, grouped into Levels 1 to 3
based on the degree to which the fair value is observable:

(a) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in
active markets for identical assets or liabilities;

(b) Level 2 fair value measurements are those derived from inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and

(c) Level 3 fair value measurements are those derived from valuation techniques that
include inputs for the asset or liability that are not based on observable market data
(unobservable inputs).

The following table provides the fair value measurement hierarchy of the Group’s and of the
Company’s financial instruments:

Fair value of financial instruments
carried at fair value
Carrying
amount Fair value
Total Level 1 Level 2 Level 3 Total
RM RM RM RM RM

Group
2022
Financial assets at
fair value through
profit or loss
- Fixed income funds 7,656,659 7,656,659 - - 7,656,659
- Quoted equity
securities 1,932,983 1,932,983 - - 1,932,983

Financial assets at
fair value through
other comprehensive
income
- Transferable club
membership 250,000 - 250,000 - 250,000

Fair value of financial instruments

Carrying not carried at fair value
amount Fair value
Total Level 1 Level 2 Level 3 Total
RM RM RM RM RM

Group
2022
Financial liabilities
- Hire purchase
payables 165,173 - - 160,283 160,283
 ANNUAL REPORT 2022 145

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair values measurement (Continued)

(ii) Fair value hierarchy (Continued)

The following table provides the fair value measurement hierarchy of the Group’s and of the
Company’s financial instruments (Continued):

Fair value of financial instruments

carried at fair value
Carrying
amount Fair value
Total Level 1 Level 2 Level 3 Total
RM RM RM RM RM

Group
2021
Financial assets at
fair value through
profit or loss
- Fixed income funds 5,827,679 5,827,679 - - 5,827,679
- Quoted equity
securities 1,616,373 1,616,373 - - 1,616,373

Fair value assets at

fair value through
other comprehensive
income
- Transferable club
membership 250,000 - 250,000 - 250,000

Fair value of financial instruments

not carried at fair value
Carrying
amount Fair value
Total Level 1 Level 2 Level 3 Total
RM RM RM RM RM

Group
2021
Financial liabilities
- Hire purchase
payables 140,833 - - 119,041 119,041
146 AMTEL HOLDINGS BERHAD

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

40. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair values measurement (Continued)

(ii) Fair value hierarchy (Continued)

The following table provides the fair value measurement hierarchy of the Group’s and of the
Company’s financial instruments (Continued):

Fair value of financial instruments

carried at fair value
Carrying
amount Fair value
Total Level 1 Level 2 Level 3 Total
RM RM RM RM RM

Company
2022
Financial assets at
fair value through
profit or loss
- Fixed income funds 333,876 333,876 - - 333,876

2021
Financial assets at
fair value through
profit or loss
- Fixed income funds 670,492 670,492 - - 670,492

During the financial year ended 30 November 2022 and 2021, there have been no transfers
between Level 1 and Level 2.

41. CAPITAL COMMITMENTS

The Group and the Company have made commitments for the following:

Group Company
2022 2021 2022 2021
RM RM RM RM

Approved and contracted for:

Acquisition of investment properties 675,000 675,000 - -
Acquisition of property, plant and equipment - 1,047,007 - 1,047,007

675,000 1,722,007 - 1,047,007

 ANNUAL REPORT 2022 147

NOTES TO THE
FINANCIAL STATEMENTS
(Continued)

42. CAPITAL MANAGEMENT

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit
rating and healthy capital ratios 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
conditions. To maintain or adjust 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 and processes during the financial years ended 30 November 2022 and 30
November 2021.

The Company and its subsidiaries are not subject to any externally imposed capital requirements.

The Group monitors capital using a gearing ratio, which is net debts divided by total capital. Net
debts comprise borrowings (including lease payables) less cash and cash equivalents (excluding bank
overdrafts) whilst total capital is the total equity of the Group. The gearing ratio as at 30 November 2022
and 30 November 2021, which is within the Group’s objectives of capital management are as follows:

Group
2022 2021
RM RM

Total interest-bearing borrowings 752,317 2,236,744

Less: Cash at bank, in hand and cash deposits (14,641,891) (23,431,059)

Total net cash (13,889,574) (21,194,315)

Total equity 66,291,021 65,492,557

Debt to equity ratio (%) * *

* Not meaningful as the Group is in a net cash position.

43. COMPARATIVE FIGURES

Certain comparative figures in the statement of comprehensive income have been restated due to the
reclassification of staff costs to cost of sales.

As previously
reported Adjustments As restated
RM RM RM

Group
Financial year ended 30 November 2021
Statement of comprehensive income
Cost of sales (40,879,873) (1,435,239) (42,315,112)
Administrative expenses (6,325,198) 1,435,239 (4,889,959)

The above adjustments have no impact on the statement of financial position of the Group as at 30
November 2021.
148 AMTEL HOLDINGS BERHAD

STATEMENT
BY DIRECTORS
Pursuant to Section 251(2) of the Companies Act 2016

We, YTM. TUNKU DATO’ SERI KAMEL BIN TUNKU RIJALUDIN and DATO’ KOID HUN KIAN, being two of
the directors of AMTEL HOLDINGS BERHAD, do hereby state that, in the opinion of the directors, the
accompanying financial statements set out on pages 66 to 147 are drawn up in accordance with the
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements 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 30 November 2022 and of their financial performance and cash flows for the
financial year then ended.

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

YTM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin

Director

DATO’ KOID HUN KIAN

Director

Date: 20 March 2023

STATUTORY
DECLARATION
Pursuant to Section 251 (1) of the Companies Act 2016

I, DATO’ KOID HUN KIAN, being the director primarily responsible for the financial management of AMTEL
HOLDINGS BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the
accompanying financial statements set out on pages 66 to 147 are 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.

DATO’ Koid Hun Kian

Director

Subscribed and solemnly declared at Puchong in the state of Selangor Darul Ehsan on 20 March 2023.

Before me,

NG SAY JIN (B-195)

Commissioner for Oaths
 ANNUAL REPORT 2022 149

INDEPENDENT
AUDITORS’ REPORT
To The Members of Amtel Holdings Berhad
(Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Amtel Holdings Berhad, which comprise the statements
of financial position as at 30 November 2022 of the Group and of the Company, and the 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 significant
accounting policies, as set out on pages 66 to 147.

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 30 November 2022, and of their financial performance and their cash
flows for the financial year then ended in accordance with the Malaysian Financial Reporting Standards,
International Financial Reporting 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. 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 financial 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.

Group

Contract revenue recognition (Notes 4(a) and 31 to the financial statements)

The Group recognised its infrastructure project contract revenue by reference to the progress towards
complete satisfaction of the performance obligation at the reporting date. The progress towards complete
satisfaction of the performance obligation is determined by the proportion of costs incurred for work
performed to date bear to the estimated total costs for each project. We focused on this area because
significant judgement by the Group is required in the estimation of total project revenue and costs and the
extent of the cost incurred. The estimated total revenue and costs is affected by a variety of uncertainties
that depend on the outcome of future events.

Our audit response:

Our audit procedures on a sample of projects included, among others,

• reading the terms and conditions of agreements with customers;

• obtaining an understanding of the relevant controls of the Group in respect of revenue recognised for
contract activities;
• comparing the Group’s major assumptions to contractual terms;
• discussing the progress of the projects with the general manager of the projects to obtain an
understanding of the basis on which the estimates are made; and
• checking the mathematical computation of the revenue recognised during the financial year.
150 AMTEL HOLDINGS BERHAD

INDEPENDENT
AUDITORS’ REPORT
To The Members of Amtel Holdings Berhad
(Incorporated in Malaysia)
(Continued)

Key Audit Matters (Continued)

Company

We have determined that there are no key audit matters in the audit of the separate financial statements of
the Company to be communicated in our auditors’ report.

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 the Malaysian Financial Reporting
Standards, International Financial Reporting 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 Group’s and the Company’s ability 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.

The directors of the Company are responsible for overseeing the Group’s financial reporting process.

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
International Standards on Auditing 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.
 ANNUAL REPORT 2022 151

INDEPENDENT
AUDITORS’ REPORT
To The Members of Amtel Holdings Berhad
(Incorporated in Malaysia)
(Continued)

Auditors’ Responsibilities for the Audit of the Financial Statements (Continued)

As part of an audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout
the audit. We also:

• 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.
• 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 Group’s and the Company’s internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• 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 the Group’s or the Company’s ability 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.
• 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.
• 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.

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, actions taken to eliminate
threats or safeguards applied.

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
financial 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.
152 AMTEL HOLDINGS BERHAD

INDEPENDENT
AUDITORS’ REPORT
To The Members of Amtel Holdings Berhad
(Incorporated in Malaysia)
(Continued)

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiary of
which we have not acted as auditors, is disclosed in Note 6 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 contents of this report.

Baker Tilly Monteiro Heng PLT Jason Wong Yew Ming

201906000600 (LLP0019411-LCA) & AF 0117 No. 03668/06/2024 J
Chartered Accountants Chartered Accountant

Kuala Lumpur

Date: 20 March 2023

 ANNUAL REPORT 2022 153

LIST OF
PROPERTIES
AS AT 30 NOVEMBER 2022

Land Area/ Approximate Net

Lease Built-up Date of Age of Book
Description and Expiry Area Acquisition/ Building Value
Location/Address Existing Use Tenure Date (sq. feet) Completion (Years) RM
Lot No. 61862 4 Storey office/ Freehold - 50,831 1.4.2020 22 25,253,017
Bandar Glenmarie Factory building
Geran 215243 Head office
District of Petaling Tenanted
Selangor Darul Ehsan

Address:
No 12, Jalan Pensyarah U1/28
Hicom Glenmarie
Industrial Park
40150 Shah Alam
Selangor Darul Ehsan

Lot No. TH A85-1 3 Storey town house Freehold - 1,078 31.3.2002 20 115,349
Mukim Kajang (Ground floor)
Daerah Hulu Langat Corner lot
Selangor Darul Ehsan For rental

Address:
19-G, Jalan Kajang Perdana
43000 Kajang
Selangor Darul Ehsan

Plot No. 31, Phase 1B Bungalow land Freehold - 10,552 19.11.2002 Not 168,717
Kesuma Lakes Vacant Applicable
C.T. 12115, Lot No. 771
Mukim of Beranang
District of Ulu Langat
Selangor Darul Ehsan

Lot No. 20170 3 Storey terrace house Freehold - 2,578 14.8.2019 Work 675,000
Geran Mukim 1455 Intermediate lot In Progress
Mukim 11 Investment properties
District of Barat Daya Under construction
Pulau Pinang For rental

Lot No. 20171 3 Storey terrace house Freehold - 2,578 14.8.2019 Work 675,000
Geran Mukim 1456 Intermediate lot In Progress
Mukim 11 Investment properties
District of Barat Daya Under construction
Pulau Pinang For rental

Lot No. 20172 3 Storey terrace house Freehold - 2,522 14.8.2019 Work 675,000
Geran Mukim 1457 Corner lot In Progress
Mukim 11 Investment properties
District of Barat Daya Under construction
Pulau Pinang For rental

H.S.(M) No. 11460 3 Storey Semi- Leasehold 13.5.2114 3,998 28.11.2019 5 1,172,980
P.T. No. 35535 detached house
Bukit Lancong Intermediate lot
Mukim of Damansara Vacant
District of Petaling Investment properties
Selangor Darul Ehsan For rental

Address:
No 5, Jalan Ikan Keli
Laman Sutera
47150 Subang Jaya
Selangor Darul Ehsan

TOTAL 28,735,063
154 AMTEL HOLDINGS BERHAD

ANALYSIS OF
SHAREHOLDINGS
AS AT 3 MARCH 2023

Issued Share Capital : RM40,193,489 comprising 97,622,682 ordinary shares

(including 2,000,000 shares held as treasury shares)
Class of Shares : Ordinary shares
Voting Rights : 1 vote per ordinary share (on a poll)

ANALYSIS OF SHAREHOLDINGS

No. of Total
Size of Shareholdings Shareholders Holdings %

1 - 99 483 25,082 0.03

100 - 1,000 232 127,157 0.13
1,001 - 10,000 1,504 5,915,771 6.19
10,001 - 100,000 462 15,313,919 16.01
100,001 - less than 5% of issued shares 103 55,821,916 58.38
5% and above of issued shares 2 18,418,837 19.26

Total 2,786 95,622,682 100.00

SUBSTANTIAL SHAREHOLDERS
AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS AS AT 3 MARCH 2023

Direct Interest Deemed Interest

Name No. of shares % No. of shares %

Dato’ Koid Hun Kian 12,429,132 13.00 13,186,303* 13.79

Simfoni Kilat Sdn. Bhd. 5,989,705 6.26 - -
Koid Siang Loong 3,339,599 3.49 2,700,000** 2.82

Note:

* Deemed interested by virtue of shares held by spouse and child pursuant to Section 59(11)(c) of the Companies Act
2016 (“the Act”) and shares held by virtue of his interest in Simfoni Kilat Sdn Bhd and Bai Yun Mountain Trading (M)
Sdn Bhd pursuant to Section 8(4) of the Act.

** Deemed interested by virtue of his interest in Bai Yun Mountain Trading (M) Sdn. Bhd. pursuant to Section 8(4) of the
Act.
 ANNUAL REPORT 2022 155

ANALYSIS OF
SHAREHOLDINGS
AS AT 3 MARCH 2023
(Continued)

DIRECTORS’ SHAREHOLDINGS AS AT 3 MARCH 2023

Direct Interest Deemed Interest

Name No. of shares % No. of shares %

Dato’ Koid Hun Kian 12,429,132 13.00 13,186,303* 13.79

Koid Siang Loong 3,339,599 3.49 7,280,250** 7.61
YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin 300,000 0.31 - -
Lim Hun Teik 183,000 0.19 - -
Siow Hock Lee 97,999 0.10 1,221,499*** 1.28
Ir.Chew Yook Boo - - - -

Note:

* Deemed interested by virtue of shares held by spouse and child pursuant to Section 59(11)(c) of the Act and shares
held by virtue of his interest in Simfoni Kilat Sdn Bhd and Bai Yun Mountain Trading (M) Sdn Bhd pursuant to Section
8(4) of the Act.

** Deemed interested by virtue of shares held by spouse pursuant to Section 59(11)(c) of the Act and shares held by
virtue of his interest in Bai Yun Mountain Trading (M) Sdn Bhd pursuant to Section 8(4) of the Act.

*** Deemed interested by virtue of shares held by spouse pursuant to Section 59(11)(c) of the Act.

TOP THIRTY LARGEST SECURITIES ACCOUNT HOLDERS

AS PER THE RECORD OF DEPOSITORS AS AT 3 MARCH 2023

Na Name of Shareholder No. of shares %

1. KOID HUN KIAN 12,429,132 13.00

2. SIMFONI KILAT SDN BHD 5,989,705 6.26
3. CHOW TENG TING 4,567,500 4.78
4. MAYBANK NOMINEES (TEMPATAN) SDN BHD 4,250,900 4.45
(PLEDGED SECURITIES ACCOUNT FOR CHOY YANG ZHOU)
5. KOID SIANG LOONG 3,339,599 3.49
6. BEST INTERLINK SDN BHD 2,740,000 2.87
7. BAI YUN MOUNTAIN TRADING (M) SDN. BHD. 2,700,000 2.82
8. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 2,615,000 2.73
[PLEDGED SCURITIES ACCOUNT FOR LEONG YUET MOOI (8105904)]
9. MAYBANK NOMINEES (TEMPATAN) SDN BHD 2,347,950 2.46
(PLEDGED SECURITIES ACCOUNT FOR SIN YONG LEAN)
10. TEH TZUN TZIN 1,912,400 2.00
11. CGS-CIMB SECURITIES SDN BHD 1,678,400 1.76
[IVT (CZU) WEARN QIAN WEN]
12. PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,588,600 1.66
[PLEDGED SECURITIES ACCOUNT FOR SOH SIEW KENG (E-TMI/BMC)]
13. CHEN BEE YOKE 1,171,500 1.23
156 AMTEL HOLDINGS BERHAD

ANALYSIS OF
SHAREHOLDINGS
AS AT 3 MARCH 2023
(Continued)

TOP THIRTY LARGEST SECURITIES ACCOUNT HOLDERS (Continued)

AS PER THE RECORD OF DEPOSITORS AS AT 3 MARCH 2023

Na Name of Shareholder No. of shares %

14. TAN SEOW ENG 1,156,999 1.21

15. OW SOON KOOI 1,047,000 1.09
16. TAN SUN LAI 1,000,000 1.05
17. ONG YEAN PHENG 913,650 0.96
18. CHUM SHU CHENG 750,055 0.78
19. M & A NOMINEE (TEMPATAN) SDN BHD 750,000 0.78
[PLEDGED SECURITIES ACCOUNT FOR TEO BOON LING (M&A)]
20. CHUAH CHEW HUAT 740,000 0.77
21. RONDY YUNANDA YONG 700,000 0.73
22. TAN SUN LAI 700,000 0.73
23. LOW KIM AIK 656,300 0.69
24. CHAN YOKE FUNG 600,000 0.63
25. LOKATECH ENGINEERING SDN BHD 533,400 0.56
26. HEN YI YAN 508,900 0.53
27. CGS-CIMB NOMINEES (TEMPATAN) SDN BHD 500,000 0.52
[PLEDGED SECURITIES ACCOUNT FOR TAN AH YAN (B TINGGI-CL)]
28. ENG WAI LING 460,600 0.48
29. PUBLIC NOMINEES (TEMPATAN) SDN BHD 432,250 0.45
[PLEDGED SECURITIES ACCOUNT FOR ANG TUNE HOE (E-BPJ)]
30. HLIB NOMINEES (TEMPATAN) SDN BHD 420,000 0.44
(PLEDGED SECURITIES ACCOUNT FOR LEOW KUAN SHU)

Total 59,199,840 61.91

Note:

The analysis of shareholdings is based on the total number of issued shares of the Company after deducting
2,000,000 ordinary shares bought back by the Company and held as treasury shares as at 3 March 2023.
 ANNUAL REPORT 2022 157

ANALYSIS OF
WARRANTS A HOLDINGS
AS AT 3 MARCH 2023

Class of Securities : Warrants A

No. of Warrants : 48,707,330
Exercise Price of Warrants : RM0.65
Exercise Period of Warrants : 2021/2024

ANALYSIS OF WARRANTS A HOLDINGS

No. of No. of
Size of Warrants A Holdings Warrants A Holders Warrant A Held %

1 - 99 547 18,994 0.04

100 - 1,000 674 557,686 1.14
1,001 - 10,000 580 2,244,061 4.61
10,001 - 100,000 275 9,951,765 20.43
100,001 - less than 5% of issued warrants 83 29,696,524 60.97
5% and above of the issued warrants 1 6,238,300 12.81

Total 2,160 48,707,330 100.00

DIRECTORS’ WARRANTS A HOLDINGS AS AT 3 MARCH 2023

Direct Interest Deemed Interest

No. of No. of
Name Warrants A % Warrants A %

Dato’ Koid Hun Kian - - 2,519,799* 5.17

Koid Siang Loong 1,169,799 2.40 3,211,875** 6.59
YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin 150,000 0.31 - -
Lim Hun Teik 91,500 0.19 - -
Siow Hock Lee 48,999 0.10 610,749*** 1.25
Ir. Chew Yook Boo - - - -

Notes:

* Deemed interested by virtue of warrants held by child pursuant to Section 59(11)(c) of the Act and warrants held by
virtue of his interest in Bai Yun Mountain Trading (M) Sdn Bhd pursuant to Section 8(4) of the Act.

** Deemed interested by virtue of warrants held by spouse pursuant to Section 59(11)(c) of the Act and warrants held
by virtue of his interest in Bai Yun Mountain Trading (M) Sdn Bhd pursuant to Section 8(4) of the Act.

*** Deemed interested by virtue of warrants held by spouse pursuant to Section 59(11)(c) of the Act.
158 AMTEL HOLDINGS BERHAD

ANALYSIS OF
WARRANTS A HOLDINGS
AS AT 3 MARCH 2023
(Continued)

TOP THIRTY LARGEST WARRANTS A HOLDERS

AS PER THE RECORD OF DEPOSITORS AS AT 3 MARCH 2023

No. of
Name of Warrants A Holder Warrants A Held %

1. APEX NOMINEES (TEMPATAN) SDN. BHD. 6,238,300 12.81

[PLEDGED SECURITIES ACCOUNT FOR SATVINDER SINGH (MARGIN)]
2. MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,385,600 2.84
(CHUA ENG HO WA’A @ CHUA ENG WAH)
3. BAI YUN MOUNTAIN TRADING (M) SDN. BHD. 1,350,000 2.77
4. BEST INTERLINK SDN BHD 1,350,000 2.77
5. CHOW TENG TING 1,339,125 2.75
6. CHUAH CHEW HUAT 1,211,200 2.49
7. KOID SIANG LOONG 1,169,799 2.40
8. LEOW HONG YEN 1,100,000 2.26
9. MAYBANK NOMINEES (TEMPATAN) SDN BHD 839,125 1.72
(PLEDGED SECURITIES ACCOUNT FOR SIN YONG LEAN)
10. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 758,200 1.56
[PLEDGED SECURITIES ACCOUNT FOR YAP CHIN HOCK (7003122)]
11. TEH TZUN TZIN 750,500 1.54
12. M & A NOMINEE (TEMPATAN) SDN BHD 736,900 1.51
[PLEDGED SECURITIES ACCOUNT FOR TEO BOON LING (M&A)]
13. PHUA TEONG KEE 628,900 1.29
14. MAYBANK NOMINEES (TEMPATAN) SDN BHD 620,000 1.27
(PLEDGED SECURITIES ACCOUNT FOR CHOY YANG ZHOU)
15. MAYBANK NOMINEES (TEMPATAN) SDN BHD 596,400 1.22
(PLEDGED SECURITIES ACCOUNT FOR KOO FOOK THIAN)
16. CHEN BEE YOKE 585,750 1.20
17. ENG WAI LING 515,600 1.06
18. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 500,000 1.03
[PLEDGED SECURITIES ACCOUNT FOR TAN SZE HONG (7001191)]
19. TAN SUN LAI 500,000 1.03
20. KENANGA NOMINEES (TEMPATAN) SDN BHD 496,875 1.02
(RAKUTEN TRADE SDN BHD FOR CHOW TENG TING)
21. ONG YEAN PHENG 480,825 0.99
22. PUBLIC NOMINEES (TEMPATAN) SDN BHD 475,075 0.98
[PLEDGED SECURITIES ACCOUNT FOR ANG TUNE HOE (E-BPJ)]
23. CHUM SHU CHENG 414,725 0.85
24. TAN SUN LAI 400,000 0.82
25. AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD. 357,000 0.73
(PLEDGED SECURITIES ACCOUNT FOR HONG KOK ANN)
26. LEE SWEE NGOR 350,000 0.72
27. OW SOON KOOI 330,000 0.68
28. JEFFREY NG BOON TECK 308,350 0.63
29. CGS-CIMB NOMINEES (TEMPATAN) SDN BHD 300,000 0.62
[PLEDGED SECURITIES ACCOUNT FOR LIM GUAT KEE (MM0666)]
30. CHAN YOKE FUNG 300,000 0.62

Total 26,388,249 54.18

 AMTEL HOLDINGS BERHAD
[Registration No. 199601037096 (409449-A)]
(Incorporated in Malaysia)

PROXY FORM
TWENTY-SIXTH ANNUAL GENERAL MEETING (“26TH AGM”) CDS Account No.
(Before completing this form, please refer to the notes) No. of Shares held

*I/We (full name)

*NRIC No./Passport No./Registration No.

Contact No. Email address

of (Full Address)

being a member of AMTEL HOLDINGS BERHAD (“AHB or “the Company”) hereby appoint

Name Email Address Contact No. NRIC/Passport No. Address

*and/or failing him/her (delete as appropriate)

or failing *him/her, the Chairman of the Meeting as *my/our proxy(ies) to participate, speak and vote for *me/us and
on *my/our behalf at the 26th AGM of the Company, which will be conducted virtually through live streaming from the
broadcast venue at AHB Office, Board Room, Level 3, Wisma Amtel, No. 12, Jalan Pensyarah U1/28, Hicom Glenmarie
Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan on Wednesday, 24 May 2023 at 11:00 a.m., or at any adjournment
thereof.

*My/our proxy(ies) is/are to vote as indicated below:

No. Resolution For Against

1. Approval on the payment of Directors’ fees for the financial year ending 30 November
2023.
2. Approval on the payment of Directors’ benefits and other claimable benefits incurred
from 25 May 2023 until the conclusion of the Company’s next Annual General Meeting.
3. Re-election of YTM. Tunku Dato’ Seri Kamel Bin Tunku Rijaludin as Director.
4. HLB Ler Lum Chew PLT be and are hereby appointed as the Auditors of the Company
in place of the retiring Auditors, Baker Tilly Monteiro Heng PLT to hold office until the
conclusion of the next Annual General Meeting of the Company at a remuneration to be
agreed between the Directors and the Auditors.
5. Authority to Directors to allot and issue shares pursuant to Sections 75 and 76 of the
Companies Act 2016.
6. Proposed Renewal of Authority for Share Buy-Back.
7. Waiver of Pre-Emptive Rights for Issuance of New Shares under Employees Share Option
Scheme.

For the appointment of more than one (1) proxy, the percentage of shareholdings to be represented by the proxies is as
follows:

Percentage
Proxy 1 %
Proxy 2 %
Total 100%

Dated this day of 2023

Signature/Common Seal of Member
Notes:

1. A member of the Company entitled to participate and vote at this Meeting is entitled to appoint a proxy to participate and vote in
his /her stead. Where a member appoints more than one (1) proxy to attend, participate, speak and vote at the same AGM of the
Company, the appointments shall be invalid unless the proportion of the shareholdings to be represented by each proxy is specified.
There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting of the Company
shall have the same rights as the member to attend, participate, speak and vote at the Meeting.

2. The broadcast venue, which is the main venue of the AGM of the Company is strictly for the purpose of complying with Section 327(2)
of the Act which requires the Chairman of the Meeting to be present at the main venue of the AGM of the Company. Members, proxies
and/or corporate representatives will not be allowed to be physically present at the broadcast venue on the day of the Meeting.

As guided by the Securities Commission Malaysia’s Guidance Note and Frequently Asked Questions on the Conduct of General
Meetings for Listed Issuers and its subsequent amendments, the right to speak is not limited to verbal communication only but includes
other modes of expression. Therefore, all members, proxies and/or corporate representatives shall communicate with the main venue of
the AGM of the Company via real-time submission of typed texts through a text box within Securities Services e-Portal’s platform during
the live streaming of the AGM of the Company as the primary mode of communication. In the event of any technical glitch in this
primary mode of communication, members, proxies and/or corporate representatives may email their questions to [email protected].
my during the AGM of the Company. The questions and/or remarks submitted by the members, proxies and/or corporate representatives
will be broadcasted and responded to by the Chairman, Board of Directors and/or Management during the AGM of the Company. In
the event of any unattended questions and/or remarks submitted, the Company will respond to the said unattended questions and/or
remarks after the AGM of the Company via email.

3. In respect of deposited securities, only members whose names appear in the Record of Depositors on 17 May 2023 shall be entitled to
participate and vote at this Meeting.

1st Fold Here

AFFIX
STAMP

The Poll Administrator

AMTEL HOLDINGS BERHAD
[Registration No.: 199601037096 (409449-A)]
c/o SS E Solutions Sdn. Bhd.
Level 7, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, Damansara Heights,
50490 Kuala Lumpur, Wilayah Persekutuan.

2nd Fold Here

4. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial
owners in one (1) 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.

5. The instrument appointing a proxy shall be in writing under the hand of the member or of his attorney duly authorised in writing or, if the
member is a corporation, shall either be executed under the corporation’s common seal or under the hand of an officer or attorney
duly authorised. The instrument appointing a proxy must be deposited at the office of SS E Solutions Sdn. Bhd. at Level 7, Menara
Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan or submit the
Proxy Form electronically via Securities Services e-Portal at https://sshsb.net.my/ not later than forty-eight (48) hours before the time set
for holding the AGM of the Company or any adjournment thereof. The lodging of the Proxy Form does not preclude any shareholder
from participating and voting remotely at the AGM of the Company should any shareholder subsequently wishes to do so, provided a
Notice of Termination of Authority to act as Proxy is given to the Company and deposited at the office of SS E Solutions Sdn. Bhd. at Level
7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less
than twenty-four (24) hours before the time stipulated for holding the AGM of the Company or any adjournment thereof. All resolutions
set out in this notice of meeting are to be voted by poll.

6. Should you wish to personally participate in the Meeting remotely, please register electronically via Securities Services e-Portal at
https:www.sshsb.net.my/ by the registration cut-off date and time.

Please refer to the Administrative Guide for the 26th AGM for further details. The Administrative Guide for the 26th AGM is available for
download at https://amtel.com.my/annual-report or download from the announcement on the 26th AGM from the website of Bursa
Securities.

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