Zelan Berhad Annual Report 2020

Zelan Berhad 197601001688 (27676-V)
A N N UA L R EP OR T 2 02 0
45 th
Annual
General
Meeting
BROADCAST VENUE
Boardroom of Zelan Berhad,
24th Floor, Wisma Zelan,
No. 1, Jalan Tasik Permaisuri 2,
Bandar Tun Razak, Cheras,
56000 Kuala Lumpur
DATE & TIME

Thursday, 15 July 2021 at 2.00 p.m.
Table of Our business focus

Contents is engineering and
construction projects
1 Our Vision & Mission
and public private
2 Financial Calendar
partnership projects,
3 5 Years’ Financial Highlights
mainly in Malaysia.
8 Management Discussion &
Analysis
14 Corporate Information
15 Board of Directors
16 Board of Directors’ Profile
19 Management Team
21 Corporate Structure
24 Sustainability Statement
ZELAN’S PRESENCE Our Vision
MALAYSIA To be the preferred engineering and construction
group in Malaysia.
Our Mission
To be competitive and at the forefront of the
industry transformation by:
• Offering technologically innovative designs
and solutions
• Pursuing the highest levels of work quality
UNITED and service excellence in our fields of
INDONESIA ARAB EMIRATES
specialisation with optimal use of resources;
and
• Maximising returns to shareholders
Corporate Values
• Integrity
• Caring
• Innovative
• Professionalism
46 Corporate Governance Overview

Statement
54 Audit Committee Report
58 Statement on Risk Management and
Internal Control
62 Additional Compliance Information
63 Financial Statements
164 List of Properties Held
165 Disclosure of Recurrent Related Party
Transactions
166 Shareholders Information
168 Notice of Annual General Meeting
174 Statement Accompanying Notice of
Annual General Meeting
175 Administrative Details
• Proxy Form
2 Zelan Berhad 197601001688 (27676-V) Annual Report 2020
Financial Calendar
FINANCIAL YEAR ENDED 31 DECEMBER 2020

ANNOUNCEMENT OF RESULTS
First Quarter Amended First Second Quarter

Ended 31 March 2020 Quarter Ended Ended 30 June 2020
31 March 2020
30 June 2020 15 July 2020 28 August 2020
Third Quarter Ended Fourth Quarter Ended Amended

30 September 2020 31 December 2020 Fourth Quarter Ended
31 December 2020
24 November 2020 31 March 2021 06 April 2021
PUBLISHED ANNUAL REPORT AND FINANCIAL STATEMENTS
Notice of the 45th Annual General Meeting

31 May 2021
45TH ANNUAL GENERAL MEETING

15 July 2021
Zelan Berhad 197601001688 (27676-V) Annual Report 2020 3
5 Years’ Financial Highlights
Financial Financial Financial Financial Financial

Year Year Year Year Year
ended ended ended ended ended
31.12.2020 31.12.2019 31.12.2018 31.12.2017 31.12.2016
Results
Revenue 51,929 80,765 72,523 70,911 222,790
Gross profit/(loss) 22,851 26,748 (4,739) (1,214) (5,184)
Profit/(loss) before zakat and taxation 42,101 13,155 (19,230) (71,393) (67,056)
Profit/(loss)/profit attributable to
equity holders of the Company 36,205 10,276 (23,591) (74,071) (67,623)
Assets
Total assets 847,688 801,852 818,807 808,259 874,681
Total assets less current liabilities 583,652 559,575 402,833 440,474 568,706
Deposits, cash and bank balances 32,788 20,355 5,045 14,008 23,871
Liabilities and shareholders funds

Borrowings 526,982 547,715 540,039 507,943 475,726
Equity attributable to owners of the
Company 88,002 47,104 44,251 69,285 131,990
Financial Ratios (%)

Debt to equity 599 1,162.8 1,220.4 733.1 360.4
Pre-tax return on equity attributable to
owners of the Company 48 27.9 (43.5) (103.0) (50.8)
Share information
Net tangible assets per share (RM) 0.10 0.06 0.05 0.08 0.16
Basic earnings per share (sen) 0.3 0.3 (2.8) (7.9) (8.0)
Diliuted earnings per share (sen) 0.3 0.3 (2.8) (7.9) (8.0)
Revenue Profit/(loss) before Profit/(loss)/profit

(RM’000) zakat and taxation attributable to
(RM’000) equity holders of the
Company
(RM’000)
51,929 42,101 36,205
36,205
42,101
10,276
13,155
222,790
80,765
51,929
72,523
70,911
(19,230)
(71,393)
(67,056)
(74,071)
(67,623)
(23,591)
2020
2020
2020
2016
2016
2016
2019
2019
2019
2018
2018
2018
2017
2017
2017
Total assets Debt to equity Net tangible assets

(RM’000) (%) per share
(RM)
847,688 599 0.10

808,259
847,688
801,852
818,807
874,681
1,220.4
1,162.8
360.4
733.1
0.06
0.08
599
0.05
0.10
0.16
2020
2020
2020
2016
2016
2016
2019
2019
2019
2018
2018
2018
2017
2017
2017
INFRASTRUCTURE
ENGINEERING &
CONSTRUCTION
Kuala Terengganu Drawbridge
Zelan Berhad 197601001688 (27676-V) Annual Report 2020
Management Discussion
& Analysis
Dear Valued
Shareholders,
The year 2020

presented
challenges more
than opportunity
for Zelan Berhad.
Dato’ Anwar Bin Haji @ Aji

Chairman
The year 2020 presented challenges more than opportunities for Zelan
Berhad (“Zelan”), an investment holding company and its subsidiaries (“the
Group”) principally involved in Engineering and Construction, Asset Facility
Profit After Zakat Tax Management and Property and Development. Although the Malaysian
(RM)
economy is expected to be on track for recovery in 2021, negative growth
36,215
was recorded for year 2020 due to the COVID-19 pandemic. According to the
Department of Statistics of Malaysia, Malaysia’s economy recovered from the
record low of -17.1% in the second quarter of 2020 to -2.7% in the third quarter
MILLION
of 2020. Nevertheless, despite Malaysia’s resilient economic fundamentals
to support its economic growth, an inevitable further decline of Malaysia’s
economy in the fourth quarter of 2020 led to a worse contraction in gross
domestic product (“GDP”) where, the overall GDP shrank by 5.6% in 2020,
being the biggest contraction recorded since the 1998 Asian Financial Crisis.
Notwithstanding this, a rebound of GDP growth is expected to be driven
Group’s revenue by the anticipated improvement in the global growth and international
(RM) trade. As an industry player of the construction and engineering industry,
51.929
the Group expects that the Construction Industry would be able to regain
its momentum and improves to enable us to achieve our vision to be the
preferred engineering and construction group in Malaysia.
MILLION KEY DEVELOPMENTS IN THE GROUP
The COVID-19 pandemic and several Movement Control Orders (MCO)

imposed by the Government in the year 2020 had resulted in constant work
suspensions on the on-going construction of the Group, except for certain
works deemed critical for public safety. Although construction work had
Management Discussion & Analysis
resumed during the Conditional ongoing project undertaken by the

MCO, the level of activities on site Group namely, the construction of the
was generally lower as the Group Sungai Besi-Ulu Kelang Expressway
adopted more stringent preventive (“SUKE”) Package CB-2 in Kuala
Revenue measures for staff safety under the Lumpur (“SUKE Project”) are still
(RM’000) strict standard operating procedures in progress although nearing to its
(“SOPs”) outlined by the Government. completion. Zelan Construction
Sdn Bhd (“ZCSB”) together with its
222,790
Despite contraction of the economy, consortium partner and the appointed

80,765
51,929
72,523
70,911
our wholly-owned subsidiary, Konsesi sub-contractors are working together

Pusat Asasi Gambang Sdn Bhd to overcome construction issues
(“KPAG”) which had been issued while making sure that the SUKE
with the Certificate of Acceptance Project would be completed within
on 5 April 2019 by the project owner, its contractual completion date,
International Islamic University without any risk of liquidated ascertain
Malaysia (“IIUM”) in respect of the damages being imposed due to delay
concession project known as Centre in completion.
for Foundation Studies (Phase 3) of
IIUM, Gambang Campus, Pahang, The Engineering and Construction
continues to perform its Asset business segment will be the growth
Management Services diligently, engine of the Group for the next few
providing a recurring income for KPAG years. The Group has a proven track
for the remaining balance of 14 years record in the construction of power
concession period. plants, high-rise buildings, university
and academic institutions, marine
Apart from the project mentioned construction (port and jetty) and
2020
2016
2019
2018
2017
above, in respect of the local highway airport. The Group is also actively
project, the physical works for the bidding for projects especially in
Drawbridge
SUKE Highway
the construction of road, highway Zelan Holdings (M) Sdn Bhd (“ZHSB”) Cassation Court ruled in favour of
and major infrastructure, as well and the project owner, Meena ZHSB by rejecting the project owner’s
as venturing into asset facilities Holdings LLC, due to disputes and application to nullify the Award on 30
management services. In line with our differences between parties during April 2020 and dismissing the project
commitment to comply with stringent the implementation of Meena Plaza owner’s application for Grievance on
quality, safety, and environmental Mixed Use Development Project in 25 October 2020.
standards, we have obtained multiple Abu Dhabi (“Meena Plaza Project”).
certifications such as ISO 9001:2015 Pursuant to the ICC Arbitral Tribunal Although the building site of
Quality Management System, final award dated 25 July 2019 Meena Plaza Project, including its
ISO 14001:2015 Environmental (“Award”), the Arbitral Tribunal had four towers was demolished on 27
Management System, and OHSAS declared that the termination by November 2020 by the Department
18001:2007 Occupational Health and ZHSB is valid and awarded ZHSB of Municipalities and Transport of
Safety Management System. a total of sum of approximately Abu Dhabi, this will not dilute the
AED270 million plus interest. The right of ZHSB to recover the awarded
The other key development in litigation battle between ZHSB and sum from the project owner. Further,
the Group is in relation to the the project owner resumed in 2020 the Award has been successfully
International Chamber of Commerce as the project owner continued to registered and recognised in the
(“ICC”) arbitration between the challenge and dispute the validity of Court of Abu Dhabi.
Group’s wholly-owned subsidiary, the Award, until finally the Abu Dhabi
GROUP RESULTS BUSINESS OUTLOOK AND On the aspect of asset facilities

STRATEGIES management, the demand for the
The Group posted Profit After Zakat service is expected to increase as
Tax (“PAZT”) of RM36.205 million While it is anticipated that the more and more infrastructures and
for the current financial year under economy for the year 2021 will mega assets are completed.
review, as opposed to a PAZT of improve as primarily supported
RM10.276 million reported in the by the expected vaccine roll-outs The Group is strategising efforts
corresponding financial year mainly and global economy recovery, the to capture the available business
attributable to the surplus from the risks associated with COVID-19 opportunities within the Group’s
recognition Award sum of RM67.705 pandemic continue to remain. The expertise and proven track record.
million. local property market is expected to
remain challenging. The key issues As part of our business plan,
Financial year ended (“FYE”) 31 of price affordability, the overhang we will continue to improve the
December 2020 saw a decreased of high priced homes, rising cost of performance of the Group in pursuit
in the Group’s revenue to RM51.9 living and tight financing conditions of opportunities for both engineering
million which was lower by 35.7% are expected to hamper increase in and construction projects, private
from RM80.8 million recorded in demand. partnership projects and asset
the preceding financial year. The facilities management locally.
decreased in revenue is mainly due The government’s vision 2020
to the completion of Drawbridge project to boost construction In view of enhancing competitiveness
Connecting Muara North and projects in the next few years in in pricing, the Group will also consider
Muara South project (“Drawbridge line with the government’s strategy smart partnerships or collaborations
Project”) in Terengganu in June 2019. to improve the country’s transport with both local and overseas
The Engineering and Construction network and tourism infrastructure partners to enable the offering of
business segment had contributed may be dampened due to the current required technology, expertise,
revenue mainly from the SUKE global economy. However, we machineries and equipment to
Project and the balance revenue is foresee that renewable projects will meet project owners’ requirements.
contributed from the Asset Facility be one of the prospects to pursue as The Management will continue to
Management segment. the demand for the clean energy will manage the business with diligence
continue to grow. and remain cautious of its future
prospects whilst implementing
strategies to control costs.
SUKE Highway
SERVICE
EXCELLENCE
Iium Gambang Campus
Corporate
Information
COMPANY SECRETARY PRINCIPAL BANKERS

Yusrenawati binti Mohd Yusof Bank Pembangunan Malaysia Berhad
(MIA 33348) Bank Kerjasama Rakyat Malaysia
Berhad
HSBC Bank Middle East Limited
Malayan Banking Berhad
Board of AUDITORS
Directors Al Jafree Salihin Kuzaimi PLT

(AF1522)
Chartered Accountants STOCK EXCHANGE LISTING
555, Jalan Samudra Utara 1 Main Board of Bursa Malaysia
Taman Samudra Securities Berhad
68100 Batu Caves Stock Code: 2283
Dato’ Anwar bin Haji @ Aji Selangor Darul Ehsan.
1
Independent, Tel : +603-6185 9970
Non-Executive Chairman Fax : +603-6184 2524
UAE OPERATIONS
Zelan Holdings (M) Sdn. Bhd.
(Regional Office)
Datuk Ooi Teik Huat SHARE REGISTRAR - Abu Dhabi Branch
2 BoardRoom Share Registrars
Senior Independent, Office No. 22, 13th Floor,
Non-Executive Director Sdn Bhd
(formerly known as Symphony Share West 5, Plot 17
Registrars Sdn Bhd) MISMAC Property Building,
11th Floor, Menara Symphony Corniche Street, Abu Dhabi UAE
No. 5, Jalan Prof. Khoo Kay Kim P.O. Box 106813,
Datuk Puteh Rukiah Abu Dhabi, UAE
3 Seksyen 13
binti Abd Majid Tel : +971 507214576
46200 Petaling Jaya
Independent,
Selangor
Non-Executive Director
Tel : +603-7890 4700
Fax : +603-7890 4670
INDONESIA OPERATIONS
PT Zelan Indonesia
Encik Suhaimi bin Halim
4 Wisma Bayuadji
Independent,
REGISTERED OFFICE 3rd floor – room 307,
24th Floor, Wisma Zelan Jl. Gandaria Tengah III,
No. 1, Jalan Tasik Permaisuri 2 No. 44, Jakarta Selatan 12130,
Bandar Tun Razak, Cheras Indonesia
56000 Kuala Lumpur Tel : +62 21 7232268
Encik Mohd Shukor
5 Tel : +603-9173 9173 Fax : +62 21 7248867
bin Abdul Mumin
Independent, Fax : +603-9171 8191
Non-Executive Director Email : [email protected]
Board of Directors
BOARD GENDER
20%
80%
Dato’ Anwar bin Haji @ Aji Datuk Ooi Teik Huat

Male Female
Independent, Senior Independent,
Non-Executive Chairman Non-Executive Director
Encik Mohd Shukor bin Datuk Puteh Rukiah binti Abd Majid Encik Suhaimi bin Halim
Abdul Mumin Independent, Independent,
Independent, Non-Executive Director Non-Executive Director
Board of Directors’ Profile
Dato’ Anwar bin Haji @ Aji Datuk Ooi Teik Huat
Independent, Non-Executive Chairman Senior Independent, Non-Executive Director

Malaysian, aged 71 Malaysian, aged 61
Appointed to the Board on 11 December 2008 Appointed to the Board on 10 July 2009
Dato’ Anwar bin Haji @ Aji was appointed to the Board as Datuk Ooi Teik Huat was appointed to the Board as an
an Independent, Non-Executive Chairman on 11 December Independent, Non-Executive Director of the Company on
2008. He was re-designated as Executive Chairman on 10 July 2009. He is the Chairman of the Audit Committee
19 January 2011. On 1 December 2012, Dato’ Anwar bin and a member of the Nomination and Remuneration
Haji @ Aji was re-designated as Non-Executive Chairman. Committee. Datuk Ooi Teik Huat was appointed as Senior
He was re-designated as Independent, Non-Executive Independent Director of the Company with effect from
Chairman on 2 December 2014. He is also the Chairman 26 November 2018.
of the Nomination and Remuneration Committee.
Datuk Ooi is a member of Malaysian Institute of
Dato’ Anwar bin Haji @ Aji graduated from University of Accountants and CPA Australia and holds a Bachelor
Malaya with Bachelor of Economics (Honours) Degree Degree in Economics from Monash University, Australia.
in 1973 and obtained his Master of Arts in International
Studies from Ohio University, United States of America Datuk Ooi began his career with Messrs. Hew & Co.,
in 1982. Chartered Accountants, before joining Malaysian
International Merchant Bankers Berhad. He subsequently
Dato’ Anwar bin Haji @ Aji started his career with the joined Pengkalen Securities Sdn Bhd as Head of Corporate
Government of Malaysia and has held various positions Finance, before leaving to set up Meridian Solutions Sdn
in the Ministry of International Trade and Industry, the Bhd where he is presently a director.
Prime Minister’s Department and the Ministry of Finance.
He joined Khazanah Nasional Berhad in 1994 and held the Datuk Ooi Teik Huat sits on the boards of MMC
position of Managing Director prior to his departure in Corporation Berhad, DRB-HICOM Berhad, Malakoff
May 2004. Corporation Berhad, Gas Malaysia Berhad, Johor Port
Berhad, Tradewinds (M) Berhad and several private
Dato’ Anwar bin Haji @ Aji is a Chairman of Audit limited companies.
and Risk Management Committee of MBM Resources
Berhad and member of Nominating and Remuneration Datuk Ooi Teik Huat does not have any family relationship
Committee and Long Term Incentive Plan Committee of with and is not related to any director of Zelan Berhad
MBM Resources Berhad. and/or major shareholder of Zelan Berhad and does not
have any conflict of interest with the Company. Datuk
Dato’ Anwar bin Haji @ Aji does not have any family Ooi Teik Huat has no conviction for any offence within
relationship with and is not related to any director of the past five years and there was no public sanction or
Zelan Berhad and/or major shareholder of Zelan Berhad penalty imposed by the relevant regulatory bodies during
and does not have any conflict of interest with the financial year.
Company. Dato’ Anwar bin Haji @ Aji has no conviction
for any offences within the past five years (other than Datuk Ooi Teik Huat attended all 5 board meetings held
traffic offences, if any) and there was no public sanction during the financial year ended 31 December 2020.
or penalty imposed by the relevant regulatory bodies
during the financial year.
Dato’ Anwar bin Haji @ Aji attended all 5 board meetings

held during the financial year ended 31 December 2020.
Datuk Puteh Rukiah binti Abd Majid Encik Suhaimi bin Halim
Independent, Non-Executive Director Independent, Non-Executive Director

Malaysian, aged 68 Malaysian, aged 65
Appointed to the Board on 15 April 2013 Appointed to the Board on 11 September 2014
Datuk Puteh Rukiah binti Abd Majid was appointed to the Encik Suhaimi bin Halim was appointed to the Board as
Board as an Independent, Non-Executive Director on 15 an Independent, Non-Executive Director on 11 September
April 2013. She is also a member of the Audit Committee. 2014. Encik Suhaimi was appointed as member of Audit
Datuk Puteh Rukiah was appointed as a member of Committee on 6 June 2018.
Nomination and Remuneration Committee with effect
from 26 November 2018. Encik Suhaimi holds a Bachelor of Science (Civil
Engineering) (Honours) from University of Glasgow,
Datuk Puteh Rukiah holds a Bachelor of Economics Scotland.
(Honours) Degree from University of Malaya and a Master
of Economics from Western Michigan University, United Encik Suhaimi was the Managing Director, Designate, of
States of America. the Assets and Facility Management Group of Companies
in UEM Group, prior to his retirement on 30 June 2013. For
She began her career with the Government of Malaysia the last eleven (11) years of working career, his focus was
(“Government”) in 1976 and has held various positions in mainly on expressway maintenance especially in reducing
the Economic Planning Unit, Prime Minister’s Department. life-cycle cost of the pavement and ensuring the service
She continued to serve the Government in the Ministry levels are maintained.
of Finance from 1990 and held various posts in the
Ministry. Her various appointments included being the In his more than 30 years’ experience, he had the
Principal Assistant Director of the Budget Division and as opportunity to be involved in various major infrastructure
Undersecretary, Investment and Privatisation and Minister projects specifically expressway and transportation
of Finance Incorporated Division. From 2006 until March sectors at both construction and operations level.
2011, she was the Deputy Secretary General (Systems and
Controls), at the Ministry of Finance. Encik Suhaimi currently sits on the boards of MMC
Engineering Construction Sdn. Bhd., Astabina Sdn
Datuk Puteh Rukiah also sits on the boards of Pelaburan Bhd, Themed Attractions Resorts and Hotels Sdn Bhd,
Hartanah Berhad, Gas Malaysia Berhad, Pos Malaysia Desaru Development Holdings One Sdn Bhd and Desaru
Berhad and MIF Investments Ltd. Development Corporation Sdn Bhd.
Datuk Puteh Rukiah does not have any family relationship Encik Suhaimi does not have any family relationship with
with and is not related to any director of Zelan Berhad and is not related to any director of Zelan Berhad and/
and/or major shareholder of Zelan Berhad and does not or major shareholder of Zelan Berhad and does not have
have any conflict of interest with the Company. Datuk any conflict of interest with the Company. Encik Suhaimi
Puteh Rukiah has no conviction for any offences within has no conviction for any offences within the past five
the past five years (other than traffic offences, if any) and years (other than traffic offences, if any) and there was
there was no public sanction or penalty imposed by the no public sanction or penalty imposed by the relevant
relevant regulatory bodies during the financial year. regulatory bodies during the financial year.
Datuk Puteh Rukiah attended 5 board meetings held Encik Suhaimi attended all 5 board meetings held during
during the financial year ended 31 December 2020. the financial year ended 31 December 2020.
Encik Mohd Shukor bin Abdul Mumin
Independent, Non-Executive Director

Malaysian, aged 61
Appointed to the Board on 20 January 2016
Encik Mohd Shukor bin Abdul Mumin was appointed to

the Board as an Independent, Non-Executive Director on
20 January 2016.
Encik Mohd Shukor holds an LLB (Honours) Degree

from University of Buckingham, United Kingdom. He is
also a member of the Malaysian Bar and the Sabah Law
Association.
Encik Mohd Shukor started his career as Manager with

CIMB Bank Berhad in 1983. In 1998, he joined Permodalan
Bumiputra Sabah Berhad and has held the position of
Group Managing Director from 1998 until 2004. Encik
Mohd Shukor is currently an Advocate & Solicitor of
Messrs. Al Shukor & Co., a legal firm in Kuala Lumpur.
Encik Mohd Shukor does not have any family relationship

with and is not related to any director of Zelan Berhad
and/or major shareholder of Zelan Berhad and does not
have any conflict of interest with the Company. Encik
Mohd Shukor has no conviction for any offences within
the past five years (other than traffic offences, if any) and
there was no public sanction or penalty imposed by the
relevant regulatory bodies during the financial year.
Encik Mohd Shukor attended 5 board meetings held

during the financial year ended 31 December 2020.
Management Team
KEY SENIOR OFFICER
Encik Hazimi bin Baharum aged 52, a Malaysian, male, was appointed
as Chief Executive Officer of the Company on 15 September 2020. He
joined Zelan Berhad in March 2010 as Head of Special Projects and
was promoted as Chief Operating Officer on 1 February 2012. He was
previously the General Manager leading the Building and Environment
Business Unit at Opus International (M) Berhad (“Opus”). Prior to joining
Opus, he has also worked as a Project Manager for Zainuddin Parson and
Brinckerhoff Sdn Bhd and Telekom Malaysia Berhad. He holds a Bachelor
of Science in Civil Engineering from Lamar University, Texas, United
States of America. He is a Project Management Professional certified
by the Project Management Institute with more than 29 years of vast
experience in Engineering Services and Construction Industry.
Encik Hazimi bin Baharum

Chief Executive Officer
Puan Intan Nurulfaiza aged 44, a Malaysian, female, was appointed as

Chief Operating Officer of the Company on 1 December 2018. She holds
a LL.M (Masters of Laws) from University of Malaya and also LL.B (Hons)
– Bachelor in Law (Honours) from University of Technology Mara (UiTM)
Shah Alam.
She has approximately eighteen (18) years of experience in legal

profession having handled corporate, commercial, banking, capital
market and real estate matters.
Puan Intan Nurulfaiza started her career in legal field and had been with
several law firms since 2003. In 2006, she left the legal practice to serve
Telekom Malaysia as Corporate Counsel until 2008.
Puan Intan Nurulfaiza binti Yang Razali She then joined Malaysian Communications and Multimedia Commission
Chief Operating Officer and Multimedia Development Corporation, prior to joining Zelan Berhad
in 2010. During her tenure in Zelan Berhad, she held various positions
with her last position as Head of Legal, Zelan Berhad in 2014. She
subsequently joined Tradewinds Corporation Berhad as the Assistant
Director, Legal from August 2014 until May 2018, prior to rejoining Zelan
Berhad as Head of Legal Department.
Management Team
MANAGEMENT TEAM
Corporate Services
Gerard Dominic Fernandez Yusrenawati Mohd Yusof

Head of Corporate General Manager, Finance
Resources
Operations
Kamaruddin Abd Karim Mohd Nasir Md Saad Nazihah Mohd Rashid

Head of Planning & Monitoring Head of Internal Audit Head of Facilities Management
Corporate Structure
ZELAN BERHAD
197601001688 (27676-V)
Zelan Holdings (M) Sdn Bhd 100% 100% Zelan Construction Sdn Bhd
Sejara Bina Sdn Bhd 100% 100% Zelan ICOP Consortium Sdn Bhd
Essential Amity Sdn Bhd* *50%
Zelan Construction Arabia Co Ltd 100%

100% Zelan Enterprise Sdn Bhd
Zelan Construction (India) Pte Ltd 100% Vispa Sdn Bhd

100%
PT Zelan Indonesia 100% Eminent Hectares Sdn Bhd

95%
Zelan Arabia Co Ltd 40%
Abu Dhabi Branch 100% Zelan Corporation Sdn Bhd
Dubai Branch
Indonesian Branch
100% Zelan Development Sdn Bhd
Konsesi Pusat Asasi Gambang Sdn Bhd 100%

100% Zelan AM Services Sdn Bhd
Notes:
* Under Members Voluntary Winding-Up
WORK
QUALITY
SUKE Highway

Sustainability Statement
STATEMENT OVERVIEW
The Zelan Group of Companies (the “Group”) is committed to achieving its Sustainable Development Goals (“SDG”).
The Board of Directors (“Board”) is pleased to update on the progress of the sustainability initiatives implemented
throughout the financial year ended 31 December 2020 based on the United Nations Sustainable Development
Goals. The initiatives and practices undertaken are available under various sections of this Sustainability Statement
(“Sustainability Statement”).
Our Sustainability Statement presents sustainability matters that are material to the Group’s stakeholders and business.
The Sustainability Statement should be read in conjunction with the Annual Report 2020. It is prepared based on the
international reporting frameworks including Global Reporting Initiatives (“GRI”) Standards and the requirements of
Bursa Malaysia Securities Berhad.
The key material sustainability agenda remained the same for the financial year ended 31 December 2020 such as
Corporate Governance, Profitability, Health and Safety and Product or Service Quality. The Group’s resilience in
overpowering the challenges brought by the COVID-19 pandemic is a result of our long standing commitment to
manage the Group’s business in a sustainable, responsible and holistic manner, particularly in the focused areas.
TOP 4 MATERIAL TOPICS AND SUPPORTING SDGS
The Group reinforces SDGs that are related to the priority item as listed in the SDGs to counter various challenges
including economic, social and environmental challenges.
In the financial year ended 31 December 2020, the significant issue faced by the Group was in relation to the COVID-19
pandemic, its economic consequences as well as changes in the authoritative policies relating to this. The top four
most material topics were:-
Top 4 Material Topics Statement Section Supporting SDGs

Corporate • Equal opportunity given resulting in men and women receiving
Governance similar remuneration benefits despite being in a male –
dominated industry.
• Representation of women on the Board of Directors and in
Management.
• Equal opportunity provided for all races and meritocracy is

promoted.
• Culturally diverse employees.
• Managing excellence for employees based on verifiable and
quantifiable Key Performance Indicator (“KPI”)/Key Result Area
(“KRA”).
• Strong and diverse Board of Directors.
Profitability • The Group supports the nation’s vision in building the
infrastructure landscape by participating in Sungai Besi – Ulu
Kelang Elevated Expressway (“SUKE”) and Islamic International
University Malaysia Centre for Foundation Studies (“IIUMCFS”)
Gambang.
Health and Safety • Ensuring a fair, inclusive and safe workplace.
• Promote work-life balance and emphasise employees’ well-
being.
Product or • Where possible, adopt Industrialised Building System (“IBS”)

Service Quality method of construction for less dependency on labour usage
and to reduce cycle time and timber wastage.
• Application of Value Engineering (“VE”) to achieve cost
optimisation in the implementation of projects.
• Systematic management of construction waste by recycling.

• Proactive safety initiatives to ensure staff working at
construction sites are aware of risks surrounding them and
potential risk prone areas are well managed.
• Good disease prevention programme at all sites.
SUSTAINABILITY GOVERNANCE
OUR COMMITMENTS
In line with the commitment to sustainable development in our daily operational activities and throughout Group, we
commit to:-
• Protect and respect the environment and workplace;
• Avoid causing or contributing to adverse social and environmental impacts; and
• Engage in continuous improvement and promote co-operation between authorities, clients and other stakeholders.
OUR EXPECTATIONS
The Group believes that sustainability is not an option but a condition for future prosperity. Thus, we aim to:-
• Not cause or contribute to adverse social and environmental impacts;
• Commit to time bound plans to achieve progression of sustainability commitments; and
• Comply with all applicable local, national and international ratified laws and regulations and other statutory
requirements.
E C O N O M I C S
Vibrant Marketplace
The Group’s drive for sustainable growth is achieved not only through shared values but also through the synergies
across the Group.
Corporate Governance
The Group continues to be committed to maintain good corporate governance by constantly having in place an
effective Corporate Governance framework which is in line with the Malaysian Code on Corporate Governance 2017
(“Code”). The Principles and Practices of the Code are carried out across the Group to ensure that high standards of
transparency, accountability and integrity are achieved in managing the Group’s business. The Board believes that
having a strong corporate governance framework is the key to enhancing shareholders’ value and the Group’s financial
performance sustainably, as well as protecting stakeholders’ interests.
Engaging Stakeholders
The Group recognises the importance of effective and open communication with shareholders and investors.
Information on the Group’s business activities and financial performance is disseminated through various mediums
including announcements of quarterly results, annual report, annual general meeting and other company activities. It
helps us in addressing the concerns raised and identifies areas that need improvement.
The Diverse group of stakeholders are shown as below:-
Stakeholders/Areas of Interest Methods of Engagement Frequency

Investors, Lenders & Shareholders • Annual General Meeting; • Annually
• Quarterly financial results • Quarterly
• Group’s financial and operational announcement; • Throughout the year
performance. • Corporate website; • Annually
• Annual report; and • As and when required
• Press release.
Board of Directors • Quarterly Board and Audit • Quarterly
Committee Meetings; • As and when required
• Group’s financial and operational • Directors’ training ; and • Throughout the year
performance; • On-going communications.
• Corporate Governance and
compliance;
• Socio-environmental practices and
commitments; and
• Risk Management.
Clients and Customers • Corporate website; • Throughout the year
• Regular meeting with Clients; • As and when required
• Timely delivery of projects/ • Events and site visits; and • Throughout the year
services; • Clients’ satisfaction surveys • Annually
• Sustainability management i.e. ISO
Certification;
• Quality of deliverables; and
• Project progress.
Government Agency/Regulator • Regular meetings with regulators; • Throughout the year
• Periodic site visits and audit; and • Throughout the year
• Compliance with regulations; • Compliance and certification • As and when required
• Approval and permit; exercise.
• Annual reporting; and
• Certification/awards
Media • Press release. • As and when required
• Industry outlook;
• Company reputation; and
Company events and activities;
Subcontractors and suppliers • Tender evaluation and qualification; • Throughout the year
• Contract negotiation; • Throughout the year
• Contractual terms agreement; • Site visits; • Throughout the year
• Quality and timely delivery; and • Factory visits; • Throughout the year
• Subcontractors/suppliers’ • Independent testing laboratories; • Throughout the year
compliance, capabilities and and • Throughout the year
commitment. • Events, briefing and training.
Stakeholders/Areas of Interest Methods of Engagement Frequency

Employees • Staff e-portal; • Throughout the year
• Annual performance appraisal; and • Annually
• Career development; • Work safety training on site. • Throughout the year
• Learning and development;
• Welfare and benefits; and Safety
and Health at workplace.
Sustainability Progress
Our comprehensive Sustainability Statement provides a transparent account of our performance against the social,
environmental and economic challenges facing our business, industry and community. The nature of our business
largely defines our legal responsibility for various social and environmental impacts and their mitigation.
Financial
Target Year Progress
Corporate
Establish a Group 2020 In progress. Targeted to resolve in FY2021 to comprehensively address

sustainability roadmap our diverse business activities.
Environment
Perform carbon footprint 2020 In progress. Targeted to resolve in FY2021 to comprehensively address
assessment our diverse business activities.
Environmental Monitoring 2020 Done. The environmental monitoring is being conducted at the project
worksites on monthly and quarterly basis.
Waste Management 2020 Completed.

Community
Corporate Social 2020 On-going commitment. We will conduct more CSR initiatives in future.
Responsibility (“CSR”)
Workplace
Zero fatalities at the 2020 Achieved. There were no fatalities at our worksites in FY2020.
workplace
Our Participation in Industry
The Group has actively participated in industry association activities to learn, develop and contribute towards best
practices for the construction industry. The list of associations we participated in are as below:-
• Master Builders Association Malaysia (“MBAM”); and

• Malaysian Employers Federation (“MEF”).
Risk Management
Risk Management is important to avoid unexpected events that could affect the objectives of the Group. This is
essential in ensuring the sustainability of the Group’s business and operational performance.
The Group has an Enterprise Risk Management (“ERM”) framework based on the ISO31000:2009 International
Standard of Risk Management – Principles and Guidelines, to proactively and optimally identify, evaluate and manage
key risks associated with the Group’s business operation.
In line with the Group’s pledge to ensure business sustainability, the key risk areas identified are aligned with the
Group’s corporate key business objectives. The risk strategic outcomes were deliberated at both management and
Board levels with the following processes carried out throughout 2020.
Sustainability Process Undertaken Frequency

Economical Actively involved in preliminary assessments of new As and when need arises.
or potential biddings.
Alignment of risk with Group’s corporate key Quarterly basis and upon changes
business objectives. in direction.
Environmental Highlight potential Safety, Health and Environment Quarterly basis or when there is
(SHE) non-compliance risks at work sites governed potential of risk occurrence.
by relevant Acts.
Social Updates on risk awareness and risk management. Quarterly
Risk awareness training. Annually
The Group has established a comprehensive Risk Register which outlines various risk factors and the mitigation
efforts put in place. Information about the Group’s risk management approach is as disclosed in the Statement of Risk
Management and Internal Control of this Annual Report.
C U L T I V A T I N G H E A L T H Y A N D
S A F E W O R K P L A C E
With the rich diversity in the background of our people, an environment that draws from a wealth of knowledge,
experience and multiple perspectives is created to enhance the Group’s culture and business operations. The Group
ensures that all employees work together as “One” by sharing a common understanding of the corporate culture,
leadership values and behaviours and professional competencies required to achieve both individual and business
goals. Our corporate core values are keys to achieve this balance. It also reinforces the Group’s commitment to Integrity,
Health Safety Environment (“HSE”), Quality, Excellence and Competency. The Group values diversity and promotes
the proactive exchange of knowledge and experience to continually develop the Group’s workforce.
Diverse and Balance Workforce
Figure 1: Employee Breakdown by Gender

The Group welcomes diversity in proficiency
and background of workforce. It is through
the different perspectives of each individual
in our dynamic workforce, that spurs 38%
creativity, allowing the Group to pave the way
for innovative solutions. The graphs beside
and below illustrate the Group’s employee Employees
distribution by gender, by race and by length
by Gender
of service.
62%
Male
Female
In the financial year ended 31 December 2020, given the physically demanding nature of the work at the project sites,
62% of our employees comprised men. Our workforce continues to be male dominated given the nature of work
involved in construction. Nonetheless, the Group believes in an inclusive workplace and this includes promoting and
improving gender equality in the Group. In our efforts to achieve gender balance, we encourage our female employees
to actively plan their careers and take ownership of their development.
Figure 2: Employee Breakdown by Race Figure 3: Employees by Length of Service

Employees by Race
18%
28%
94%
5%
Employees by
Length of Service
10%
Malay
Chinese
39%
2% 4%
Indian
The breakdown of our workforce by ethnicity is Malay < 1 year 1-3 years 4-6 years
(94%); Chinese (2%) and Indian (4%). 7-9 years >10 years
For the Financial Year ended 31 December 2020, our

workforce is varied in terms of length of service. About Figure 4: Employees by Ranking Level
39% of the workforce have worked for the Group
13%
between 1 to 3 years, while 28% of the workforce are new
hires and have worked less than one year. The new hires
are predominantly for asset facilities management at
International Islamic University Malaysia (“IIUM”) Phase 15%
3 in Gambang. While, 18% of our workforce have been
Employees by
with Group for more than 10 years.
Ranking Level
72%
Management Executives Non-Executives
In terms of workforce breakdown, Management level

is at 15%, Executive Level is at 72% and
Non-Executive Level is 13%.
Types of benefit Details

Leaves Annual Leave, No Pay Leave, Sick or Hospitalisation Leave, Marriage Leave, Paternity Leave,
Maternity Leave, Examination Leave, Compassionate Leave, Prolonged Illness Leave
Flexi-Wellness Outpatient Treatment, Hospitalisation, Additional Pre and Post Natal Expenses, Dental
Treatment
Insurance Group Term Life Insurance, Surgical and Hospitalisation Insurance, Personal Accident
Insurance
Others Mileage Claims, Hotel Accommodation & Air Travel Transfer Allowance, Mobile Phone Bill,
Parking Subsidy, Car Allowance and Petrol Card
Achieving Employee Well-Being
The ability to live a healthy life that includes work-life balance is an important part of our commitment to the employees.
The Group implements HSE best practices at our workplace to ensure safety of our workforce and minimise the risk of
accidents, injuries and exposures to health risks. Welfare facilities such as conducive workplace, clean pantry, sanitary
facilities, wash basins and prayer rooms are made available and accessible to all workers for clean and condusive
workplace.
Learning and Development
The Group strives to develop a diverse pipeline of talents and provide our employees opportunities to learn and grow.
We provide the necessary training and coaching sessions to ensure our employees have the right skill sets and talent
to execute their responsibilities as they progress in their career.
Whistleblowing
The Group acknowledge the importance of providing a safe and trusted channel for our employees to escalate issues
and any wrongdoing such as bullying and harassment. As such, we have implemented a whistleblowing policy which
spells out our stand and procedure for reporting corruption and other wrongdoings.
QUALITY, ENVIRONMENT, SAFETY AND HEALTH (“QESH”)
The Company QESH Policy demonstrate our commitment to stakeholders with respect to QESH. Our aim is to set
and maintain standards of QESH management, to ensure the wellbeing of the project quality, staff and others who
may be affected by the Group activities. The Company’s Quality, Environment, Safety and Health Management
System (“QESHMS”) certified under the ISO9001:2015 (Quality Management System), ISO 14001:2015 (Environmental
Management System) and ISO45001:2018 (Occupational Health & Safety Management System) standards, currently
cover 100% of its activities. This system reflects the Company’s fundamental thrust towards inculcating total QESH
management principles, practices and values and we strive to continuously improve our QESH performance.
Group Commitment to QESH
The Company has expressed its commitment towards quality, environment, safety and health in its QESH Policy. This
ensures that the QESH Policy is regularly updated and enhanced as a result of our on-going monitoring and review of
operations and activities.
QESH POLICY
The Group is committed to provide the highest standards for quality, health, safety and environment to ensure
all our activities shall not have any detrimental environmental, safety and health impact on our employees,
sub-contractors’ employees, customers or any member of community at large.
By
Z ealously pursuing compliance to all interested

parties’ requirements.
E nsuring all work is initiated only after risk and

opportunities assessment is conducted.
L iaising with all stakeholders in producing the

QESHMS and continuously improving it.
A ssuring prevention of defects, reworking,

pollution, accidents and conservation of resources
for all projects.
N ot tolerating any breaches of the Company’s

management system requirements that will cause
any losses, bad reputation, incidents that cause safety
and health issues and pollution.
The Management is committed to ensure that all staff and relevant interested parties understand the QESH
Policy and participation of all staff in the implementation and maintenance of the QESHMS to reflect current and
changing professional requirements and work practices.
OCCUPATIONAL SAFETY AND HEALTH (“OSH”)
Ensuring our employees are in a safe workplace is a main focus of the Group. It is our policy to place the health and
safety of our employees, contractors and visitors as one of our top priorities. We continuously strive to improve our
OSH performance through the implementation of various programmes. We provide adequate and relevant training
to ensure that people responsible for tasks involving significant safety hazards have the necessary training and skills.
i) Workplace Accidents
In the financial year 2020, we achieved our project safety objective of zero “Loss Time Injury Rate (LTIR)” with
record of no on-site fatality reported. Group documented a total of zero case of incident across all projects during
the reporting period of 2020.
LTIR Number of work-related employee and contractor fatalities over the last 3 years are as follows:
Loss Time Injury Rate (LTIR)
2018 2019 2020
OSH Audit by Department of Occupational Safety and Health

0 0 0
(“DOSH”) at IIUMCFS Gambang
In the event of any occurrence of incident, full investigation and follow-up actions will be taken in order to determine
causations and to prevent re-occurrence in future. Incident reporting has been equipped with reviewed Hazard
Identification, Risk Assessment and Risk Control (“HIRARC”) with proper immediate and mitigation action to be
taken.
** Loss Time Injury Rate is defined as the number of Lost Time Injuries per million man-hours worked. Lost Time Injuries
is further defined as a work related injury or illness which renders the injured person unable to perform his/her normal
duties on any day immediately following the day of the incident. It includes fatality, permanent total disability, permanent
partial disability and loss of workday case. The Lost Time Injury Rate is based on aggregated Employee and Contractor
man-hours
ii) OSH Awareness, Trainings And Initiatives
At Zelan, safety and health are of utmost importance. OSH training and development programmes are imperative
to keep abreast with current relevant regulatory requirements and to equip employees and sub-contractors with
the necessary skills to carry out project development. We provide both internal and external training throughout
the year to monitor employees and subcontractors. We enhance our employees’ and sub-contractors’ capabilities
by providing a wide range of soft skills and technical trainings, including OSH. In FY2020, On-Job-Trainings were
conducted at project sites on topics such as emergency response, scheduled waste management, sediment
and erosion control, plant and machinery handling as well as environmental management systems. We prepare
employees to be constantly alert and to respond quickly in the event of an emergency. Possible types of emergency
situations such as fire and explosion, chemical spillage and slope failure have been identified for project sites and
series of drills were conducted to test the effectiveness of the site-specific Emergency Preparedness and Response
Plan.
Safety Briefing at SUKE Project Safety Briefing at SUKE Project
Safety and Security Training For Security Management at IIUM CFS HSE Committee Meeting at SUKE Project
Gambang
iii) Health, Safety and Environment (“HSE”) Committee
In compliance with Occupational, Safety Health Act 1994, HSE Committees are formed at Group work sites. The
Committees, led by the project leaders as Committee Chairmen, are responsible for reviewing workplace HSE
performance. The Committee Chairman is assisted by a secretary, who is a competent Safety Health Officer
(“SHO”), with Group representatives, business partners and sub-contractors being part of the Committees. The
HSE Committees meet at least once a month.
iv) Zero Larvae, Zero Dengue
We continue to promote our “Zero Larvae, Zero Dengue” programme at our workplaces through the implementation
of scheduled fogging activity. This activity is continually being done on site, not only to protect our workers, but
also the community around us.
Fogging Activity at IIUM CFS Gambang
v) COVID-19 Response
Zelan adheres to all regulations and guidelines issued by the Government of Malaysia in response to the COVID-19
outbreak to safeguard our employees and communities from the disease. At the early onset of the COVID-19
outbreak, the Company’s immediate priority was to protect the health and safety of our employees, and preventive
steps were taken to manage the risk of exposure and infection. These included business travel restrictions and
temperature monitoring at key sites. Since then, we have proactively implemented additional procedures and safety
measures at all our operational sites. These measures include mandatory wearing of masks, regular sanitisation of
premises, physical segregation, testing, split team and working from home arrangements. We will continue to
monitor the situation, and will as a minimum, adhere to the laws and guidelines by local authorities. The safety of
our staff, their families, and our wider network of partners and customers remain our top priority.
COVID-19 Task Force Team established by Dean of IIUM CFS Gambang

E N V I R O N M E N T
Reducing Environment Footprint
The Group recognises that climate change poses a significant long term risk to the environment and the business.
Hence, the Group is committed to operating responsibly to ensure we minimise our impact to the environment,
taking into consideration the energy consumption, greenhouse gas emissions, the protection of biodiversity, water
consumption, waste management and prevention of pollution. We emphasised on assessing our environmental data,
such as energy use, carbon emissions, water consumption, waste production and material use.
Constructing buildings and other infrastructure significantly affects the environment. Direct impact includes land
use, materials and energy, which produce greenhouse gas emissions and other wastes. Construction also negatively
affects flora and fauna to some extent. However, we have set key targets to prevent environmental pollution, manage
construction waste and conserve resources. A systematic environmental aspects-impacts evaluation combined with
implementing operational controls and training help minimise this irreversible environmental damage.
Our Environmental Management System (“EMS”) helps us to comply with Management Standard International
Organisation for Standardisation for Environmental Management System (“ISO 14001:2015”) and other stipulated legal
requirements. We have also adopted essential best practices to control and prevent environmental pollution which
comprises water pollution control, air and noise pollution control as well as waste management.
Potential Environmental Impacts from Our operations
1. Water Pollution; 6. Noise Pollution;

2. Depletion of Resources; 7. Contaminated Materials & Wastes;
3. Land Contamination; 8. Global Warming/Greenhouse Gas Effects; and
4. Siltation & Sedimentation; 9. Depletion of Flora & Fauna.
5. Air Pollution;
ENVIRONMENTAL MONITORING
A. Pollution Control
Construction sites cause a significant impact to environment and the Group minimises the environmental damage
it causes with the following initiatives:-
• Installing – Temporary protection for slopes and stockpiles to control soil erosion and any turbid surface
runoff when it rains;
• Constructing – Silt fences and silt traps to avoid sediments being discharged into natural water bodies;
• Undertaking – Air, water quality and noise monitoring regularly;
• Scheduling – Dust suppression with a water browser to reduce airborne dust at construction sites; and
• Washing – Trucks wheel at the exit to prevent mud, dust and dirt from being spread on public roads.
Tyre cleaning at the entrance before entering public road Maintenance of Project Hoarding
B. Air Monitoring
The Group monitors the air quality by establishing air quality monitoring programmes in place to ensure compliance
with the emission limits stipulated by the Department of Environment (“DOE”) and to minimise the impact of
our construction activities (land clearing, operation of diesel engines and other dust generating activities) on the
ambient air quality. Total Suspended Particles must not exceed the DOE limit of 120.0 to 260.0 µg/m3 for all our
project sites. Our readings ranged from 19.0 to 93.0µg/m3. All were within the DOE limits.
Total Suspended Particles (µg/m3)
Project Limit Baseline Minimum Maximum Average

SUKE 120.00 27.00 19.00 93.00 42.82
C. Water Monitoring
Our construction activities generate surface water runoff which is discharged into water bodies within or adjacent
to project sites. We conduct monthly monitoring of total suspended solid (“TSS”) at final discharge points to
ensure its levels are within DOE limit or Conditions of Approval’s compliance limit.
Total Suspended Solids (mg/l)
Project Limit Baseline Minimum Maximum Average

SUKE 50.00 34.00 07.00 358.00* 38.97
* High reading arise from one-off event due to upstream activity at SUKE and monsoon season
D. Noise Monitoring
Noise is unavoidable in construction sites, especially in areas that were quiet beforehand. The Group minimises this
nuisance for neighbours by installing noise barriers at receptive areas. Real-time noise levels are taken in the day
and night at several stations at each of our construction sites. Weekly or quarterly readings are submitted to the
DOE as required by the Environmental Assessment Plan. Both the daytime and night-time noise levels were not
significantly higher than the baseline at any projects site. The Group always ensures that its noise levels are within
the tolerable limit. Our average readings show that our boundary noise levels do not deviate far from the baseline
noise levels.
Noise Monitoring (Day) Noise Monitoring (Night)

Project Base Ave Base Ave
Line Min Max Rage Limit Line Min Max Rage Limit
Suke 66.70 42.90 62.2 56.40 60 60.75 48.9 63.80 58.52 70
WASTE MANAGEMENT
Waste management is an important part of the infrastructure as it ensures the protection of the environment and of
human health. The characterisations of waste are key factors that affect environmental sustainability. In support of
green initiatives, our employees continue to practice simple daily routines such as separating and recycling waste,
and minimising printing by using both sides of paper as well as using recycled paper. We continue to practice the 3R
(Reduce, Reuse, Recycle) approach to manage wastes generated by our operations. On the other hand, we use Life
Cycle Analysis (“LCA”) to assess the environmental impacts of the waste generated from our activity in accordance
with ISO14001:2015.
Scheduled Waste
Scheduled waste generated in our sites is managed

according to Environmental Quality (Scheduled Wastes)
Regulations 2005. Scheduled waste generated is
properly stored and labelled at our project sites and
disposed when it reaches a certain quantity or duration.
We only appoint contractors who are licensed by the
DOE to collect and transport the scheduled waste for
treatment prior to disposal.
Waste disposal bin located at the project site
Scheduled Waste Generated Off in 2020
Scheduled
Waste Type Waste Code Amount (Kg)
Spent Hydraulic Oil SW 306 18.00
Contaminated soil, debris or matter resulting from cleaning-up of a spill SW 408 847.10
of chemical, mineral oil or scheduled wastes
Disposed containers, bags or equipment contaminated with chemicals, SW 409 133.5

pesticides, mineral oil or scheduled wastes
Rags, plastics, papers, or filters contaminated with scheduled wastes. SW 410 1

TOTAL 999.6
WATER MANAGEMENT
Water management plays an important role in the assessment of a construction project’s impact on the environment,
particularly in civil engineering works. A large amount of water is typically used in the construction process — for
cooling, general cleaning and many others. Therefore, Group minimise the negative impact of our projects on the
environment, we seek to reuse and recycle the water at our construction sites as much as possible. We concentrate
our efforts on installing high-efficiency low flow water fixtures to reduce water usage and minimise water discharge.
We also reach out to our employees, contractors and their workers to emphasise the importance of reducing water
consumption.
Water-Saving Initiatives
• Rain water accumulated on the ground level is channelled to a collection tank at the
substructure level for use in skim coating works.
SUKE
• Water pumped from the wells is utilised for activities such as wheel washing and dust
suppression which reduces carbon emissions as river water does not require purification
or present problems of leaking or long distance pumping.
S O C I A L
CORPORATE RESPONSIBILITY STATEMENT
We consider the Group as a responsible business entity that not only focuses on the business performance but also
strives to fulfil its corporate social responsibility to local communities, especially the communities at the Group’s
significant location of operation. In fulfilling its role as a good corporate citizen, the Group is fully committed to
practicing the highest standards in corporate governance as well as actively pursuing policies and actions that are in
the best interests of the stakeholders and community.
The Group believes that corporate responsibility is a virtuous cycle, where our support helps to build and grow sustainable
environment in which everyone prospers. It is our sincere wish to bring the same benefits to the communities we
operate in everyday by improving their lives and at the same time, contributing strongly to our agenda of maintaining
sustainable growth and development, internally and externally.
Our success in business depends not just upon an on-going delivery of profitable projects, but also in our ability to
honour our wider commitment to society as a whole. It is our corporate responsibility to ensure our business is carried
out in a safe and sustainable manner that is socially responsible and respectful of the environment.
Our formal business procedures set out how we implement a programme of continuous improvement, by measuring
our current performance and identifying actions required to achieve objectives in the key areas of ensuring safety
and health, protecting the environment, supporting our local communities, investing in our people, and working in
partnership.
Business Governance & Ethics
In line with good corporate governance and transparent business practices, we constantly review our policy
statements and best management practices to ensure the Group is managed effectively and ethically with adequate
control mechanisms to manage risks and deliver accountability, sustainability and profitability. This includes the
implementation of internal control systems such as a financial authority framework and risk management framework.
Coupled with this, the Group’s Audit Committee periodically review these internal control systems together with
recommendations from internal auditors.
Customer Satisfaction
We strive to meet our standards of excellence by ensuring the delivery of quality in project execution and meeting all
customer deliverables as specified in our contracts.
We aspire towards full realisation of the ISO standards throughout our operations and the application of established
quality practices and policies. We are at present accredited with the MS ISO 9001:2015 (Quality Management
System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health & Safety
Management) for Provision of Design and Construction Services for Building and Civil Engineering Works including
related Construction Management activities.
Investors Relations
Zelan Berhad continues to place great importance in open and fair disclosure of information to our stakeholders. The
rights of all shareholders – institutional, retail or minority, to information are respected and hence, we place priority
in engaging those shareholders through the Company’s Annual General Meeting and encouraging feedbacks through
our official website.
Our People
The Group values its people as its key business asset and competitive advantage. In this regard, continuous emphasis
is placed on people development through adequate training and learning opportunities. In return, it is our hope that
this will create a truly international workforce of diverse skills, talents and cultural backgrounds, coming together as
one entity in a vibrant and dynamic workplace.
Whilst we continuously seek to keep morale high and improve the performance of our people, we also strive to create
a balanced workforce whereby social gatherings and recreational activities are encouraged. These include festive
celebrations, sports tournaments, regular sports events and the establishment of a staff recreational facility.
Members of the Board present at Boardroom of Zelan Berhad during 44th Virtual Annual General Meeting.
Caring for the Communities
As a socially conscious corporate citizen, the Group has

continued to place efforts in its philanthropic endeavours
through monetary and resources contributions to the
community and various charitable organisations. This
also includes maximisation of usage of local labour
and materials to spur economic activities through the
implementation of our projects.
Management & Auditor during 44th Virtual Annual General Meeting

Caring for the Environment
The Group believes that sustainability of its business is not only achieved through long-term economic success but
also through caring for the environment. The Group is committed to the best practice in environmental protection by
constantly implementing pre-emptive efforts to prevent damage to the environment.
These efforts include the carrying-out of controlled earthworks and the construction of temporary retention ponds,
where necessary to prevent flooding of surrounding low lying areas and the implementation of silt traps and slope
stabilisation systems to prevent soil erosion and sedimentation. With regard to construction in the urban environment,
efforts to reduce noise pollution are continuously implemented.
Corporate Governance
Overview Statement
The Board of Directors (“the Board”) of Zelan Berhad (or “the Company”) is pleased to present this Corporate
Governance Overview Statement (“Statement”) to provide investors with an overview of the extent of compliance with
the three (3) Principles as set out in the Malaysian Code on Corporate Governance 2017 (“the Code”) by the Company
throughout the financial year ended 31 December 2020. This Statement also serves as a compliance with Paragraph
15.25 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The
Corporate Governance Report is available on the website of Bursa Malaysia together with the Annual Report 2020 and
is also posted on the Company’s website at www.zelan.com. The Board of Directors remains committed to ensuring
that good corporate governance principles continue to be developed and implemented throughout the Group with
the ultimate objective of enhancing shareholders’ value, whilst taking into account the interests of shareholders.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
1. Board Responsibilities
The primary role of the Board is to protect and enhance long-term shareholder value. It sets the overall strategy
for the Group and supervises management. It also ensures that good corporate governance policies and
practices are implemented within the Group. In the course of discharging its duties, the Board acts in good
faith, with due diligence and care, and in the best interests of the Company and its shareholders.
The Board sets the strategic direction of the Group, establishes mission and vision for the management and
diligently monitors its performance so as to protect and enhance shareholders’ value. The Board is responsible
for the preparation of the Company’s and Group’s financial statements in accordance with the provisions of the
Companies Act 2016 (“Act”) and the applicable approved accounting standards in Malaysia, overall strategic
planning, risk management, system of internal controls, succession planning, investor relations programme,
sustainability as well as the corporate governance within the Group.
The Board is guided by the Board Policy Manual which acts as a source of reference and guideline for matters
relating to the Board’s organisation, responsibilities and procedures. The duties and responsibilities of the Board
among others are as follows:
(a) Overseeing and evaluating the Group’s strategic business plans, policies and performance;
(b) Formulating succession plan for members of the Board and management;
(c) Oversee and evaluate the conduct of business of the Company and the Group;
(d) Ensuring the integrity and effectiveness of the governance process of the Group as set out in the Code;
(e) Ensuring that the Group has appropriate business risk management process, including adequate control
environment be it the internal control systems and management information systems, systems for
compliance with applicable laws, regulations, rules, directives and guidelines and controls in areas of
significant financial and business risks;
(f) Ensuring that the Company’s and the Group’s financial statements are true and fair and conform to the
Act and accounting standards;
(g) Ensuring an appropriate investor relations and communication policy which encourages shareholders’
participation at general meetings and promotes effective communication and proactive engagement
with shareholders;
(h) Ensuring that the Group adheres to high standards of ethics and corporate behaviour; and
(i) Review and ensure that all related party transactions are to be undertaken on terms that are fair and
reasonable, not more favourable to the related parties than those generally available to the public or an
unaffiliated third party under similar circumstances and are not detriment/prejudicial to the interests of
Group and/or minority shareholders.
The Board Policy Manual has been reviewed on 26 November 2018, to encompass changes made to the Act,
MMLR and Principles under the Code.
Corporate Governance Overview Statement
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
2. The Roles and Responsibilities of the Chairman and the Chief Executive Officer
The roles of the Non-Executive Chairman and the Chief Executive Officer (“CEO”) are distinct and separate, and
the positions are held by different individuals, in order to ensure that there is a balance of power and authority.
The responsibilities of the Non-Executive Chairman and the CEO are set out in the Board Policy Manual 2018.
3. Company Secretary
The Board is supported by a competent and qualified Company Secretary to provide sound governance advice,
ensure adherence to Board policies, rules and procedures, and advocate adoption of corporate governance best
practices. The Company Secretary advises the Board on corporate governance related matters and the Board
policies and procedures, and ensures the Board complies with the relevant rules and regulatory requirements
as well as updates issued by the relevant regulatory authorities from time to time. The Company Secretary has
attended regular trainings and seminars to keep abreast of relevant statutory and regulatory requirements
under the Company’s Constitution, the Act , the MMLR, the Capital Market and Services Act 2007 and the Code.
4. Board and Board Committees Meetings
All Directors are provided with performance and progress reports on a timely basis. All Board papers, including
those on complicated issues or specific matters and minutes of all Board Committee meetings, are distributed
electronically at least five (5) business days in advance to ensure Directors are well informed and have the
opportunity to seek additional information, and are able to obtain further clarification from the Company
Secretary/Management, should such a need arise. The Company Secretary always ensures proper minutes of all
deliberations and decisions of the Board and Board Committees are recorded. Board meetings (including Board
Committees’ meetings) are scheduled in advance prior to the new calendar year, to enable the Directors to plan
ahead and coordinate their respective schedules and/or events. The Board conducts at least five (5) schedule
meeting which is four (4) quarterly and one (1) audited accounts meeting. Directors are also invited to attend
the Board Committees’ meetings, where deemed necessary. During the FY2020, five (5) Board meetings were
held.
Name of Director Attendance Percentage
Dato’ Anwar bin Haji @ Aji 5/5 100%

Datuk Ooi Teik Huat 5/5 100%
Datuk Puteh Rukiah binti Abd Majid 5/5 100%
Encik Suhaimi bin Halim 5/5 100%
Encik Mohd Shukor bin Abdul Mumin 5/5 100%
5. Access to Information and Advice
The Directors have full and unrestricted access to all information of the Group on a timely and accurate manner
to enable them to discharge their roles and responsibilities effectively. In addition, the Directors have full and
unrestricted access to the Company Secretary, the external auditors and the internal auditors for advice and
services. If required, the Directors, collectively and individually, are also entitled to seek external independent
professional advice at the Company’s expense.
6. Code of Ethics and Conduct
The Board is committed to creating a corporate culture within the Group to operate the businesses of the Group
in an ethical manner and to uphold the highest standards of professionalism and exemplary corporate conduct.
The Board adheres to the principles and standards of business ethics and conduct as stipulated in the Code of
Ethics and Conduct (“CEC”) of the Group, which include the areas of conflict of interest, insider information,
protection of funds and assets of the Group, compliance with the laws, personal gifting, sexual harassment,
outside interest and misconduct. To further uphold the standards of professionalism and exemplary corporate
conduct, the Board has adopted No Gift Policy and Anti-Bribery and Corruption Policy (“ABC Policy”) to set out
some parameters to prevent the occurrence of bribery and corrupt practices in relation to the businesses of the
Group. The CEC and ABC Policy are available for reference at www.zelan.com.
7. Whistleblowing Policy
The Board encourages employees and associates to report incidences of suspected and/or known misconduct,
wrongdoings, corruption and instances of fraud, wastage, and/or abuse involving the resources of the Group.
The Whistleblowing Policy adopted by the Company provides and facilitates a mechanism for any employee and
associate to report concerns about any suspected and/or known misconduct, wrongdoings, corruption, fraud,
wastage and/or abuse. The Whistleblowing Policy is posted on the Company’s website at www.zelan.com for
ease of access for reporting by employees, associates and third parties of the Group.
8. Board Composition
The Board has five (5) members of which all are Independent Directors (“IDs”) which also complies with
paragraph 15.02 of the MMLR of Bursa Malaysia. The current composition provides a good mix of experience and
diversity in skills and expertise thus achieving the desired level of objectivity and independence in the Board’s
deliberation and decision making.
The Independent Non-Executive Directors play a crucial role of bringing objectivity to the decisions made
by the Board. They provide independent judgment, experience and objectivity without being subordinated to
operational considerations. They help to ensure that the interests of all stakeholders are taken into account and
that the relevant issues are subjected to objective and impartial consideration by the Board.
The Code recommends that the tenure of Independent Directors (“IDs”) should not exceed a cumulative period
of nine (9) years, and upon completion of 9 years, an independent director may continue to serve on the board
subject to the directors’ re-designation as a non-independent director. If the Board intends to retain an IDs
beyond nine (9) years, it should justify and seek annual shareholders’ approval. If the Board continues to retain
the IDs after the twelfth (12th) year, the Board should seek annual shareholders’ approval through a two-tier
voting process.
Datuk Ooi Teik Huat has served the Board as Independent, Non-Executive Director for more than twelve (12)
years cumulatively. Justifications on the continuation of Datuk Ooi Teik Huat as Senior Independent Non-
Executive Director are provided in the Notice of Annual General Meeting.
4
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) Encik Mohd Shukor
bin Abdul Mumin
8. Board Composition (Cont’d) 6
8
Encik Suhaimi
Dato’ Anwar bin
bin Halim
Length of tenure of Independent Directors Years of Haji @ Aji
Service
0-5 6-9 10-12 12 Years
Years Years Years above
7
Datuk Puteh Rukiah 12
1 3 0 1 Datuk Ooi Teik
binti Abd Majid
Huat
9. Boardroom Diversity
The Directors have a diverse set of skills, experience and knowledge necessary to govern the Group. The Directors
are professionals in the fields of engineering, finance, accounting, property, “tolled road infrastructure”, legal
practice and public administration. Together, they bring a wide range of competencies, capabilities, technical
skills and relevant business experience to ensure that the Group continues to be a competitive leader within
its diverse industry segments with a strong reputation for technical and professional competence. The Board
encourages and supports more women participation in the Company’s decision making positions as good
practice whilst it continues to strive towards 30% women participation in the Board composition. The Company
currently has one (1) women Director on its Board. The Board will continue to evaluate the need for more female
Director.
10. Board Committees
In order to ensure orderly and effective execution of the roles and responsibilities of the Board, the Board has
delegated specific functions to the following two (2) committees:
(i) Audit Committee (“AC”); and

(ii) Nomination and Remuneration Committee (“NRC”)
These Committees, which comprise selected Board members, are empowered to deliberate and examine issues
delegated to them and report back to the Board with their recommendations and comments. The Terms of
Reference (“TOR”) of the two (2) Board Committees are stipulated in the Board Policy Manual and is made
available on the website at http://www.zelan.com.
The summary of activities of the AC are reported on pages 54 to 57 of the Annual Report.
Nomination and Remuneration Committee (“NRC”)
The NRC comprises the following members:-
Chairman : Dato’ Anwar bin Haji @ Aji (Independent Non-Executive Chairman)

Members : Datuk Ooi Teik Huat (Senior Independent Non-Executive Director)
Datuk Puteh Rukiah binti Abd Majid (Independent Non-Executive Director)
10. Board Committees (Cont’d)
As for NRC, during the financial year ended 2020, the NRC has undertaken the following activities in the
discharge of its functions and carried out its duties as set out in the TOR of the NRC. The primary objectives of
the NRC are as follows:-
(a) conducted evaluation to assess the effectiveness of the Board as a whole and Board Committees;
(b) assessed the appointment and performance of Chief Executive Officer;
(c) reviewed the independence of the Independent Directors and assessed the ability to bring independent
and objective judgement for Board deliberations; and
(d) reviewed the revised TOR of NRC.
The TOR of the NRC is available for reference on the Company’s website at http://www.zelan.com/corporate-governance/
During the financial year ended 31 December 2020, the NRC had met four (4) times.
11. Director’s Training
During the financial year ended 31 December 2020, Directors have attended various relevant in-house and
external training programmes, workshops, seminars, briefings and/or conferences. The trainings attended by
the Directors were related to corporate governance, finance, industry knowledge, cybersecurity and resilience,
digitalisation, sustainability and legislations (including the Malaysian Anti-Corruption Commission (Amendment)
Act 2018).
During the financial year under review, the training sessions attended by Directors include the followings:
No. Training/Workshop/Seminar Attended Organiser Date
1. Audit Committee Conference Malaysian Institute of 9 April 2020

Accountants
2. MS ISO 37001: 2016 Anti Bribery Management Pelaburan Hartanah Berhad 20 July 2020
System Workshop. and Institute Integrity
Malaysia.
3. How to Drive, Survive and Thrive Through The Malaysian Institute of 28 August 2020
Economic Crisis. Corporate Governance
4. Managing Recurrent Related Party Transaction. CKM Advisory Sdn Bhd 27 October 2020
5. Cyber Security Awareness MMC Corporation 16 December 2020
6. The Quiet Transformation of Corporate Governance Institute of Corporate 3 December 2020
Directors Malaysia
7. Malaysia Budget 2021 - Presentation by Ernst & DRB-HICOM 9 December 2020
Young
8. Cyber Security Awareness And Budget 2021 Tax MMC Corporation 16 December 2020
Proposals - Briefing by Pricewaterhouse Coopers
Risk Services Sdn Bhd & PricewaterhouseCoopers
Taxation Services Sdn Bhd
9. General Understanding of Sec. 17A, MACC Act Tricor Knowledge House 4 June 2020
2009 Sdn Bhd
12. Directors’ Remuneration
The details of the Directors’ remuneration comprising remuneration received/receivable from the Company for
the financial year ended 31 December 2020 are as follows:
Meeting
Allowances
for Board
and Board *Other **Benefit-
Directors Fees Committees Allowances In-Kind Total
(RM) (RM) (RM) (RM) (RM)
Dato’ Anwar bin Haji @ Aji (Chairman) 99,000 8,000 291,000 45,116.87 443,116.87
Datuk Ooi Teik Huat 86,000 14,000 - - 100,000
Datuk Puteh Rukiah binti Abd Majid 76,000 14,000 - - 90,000
Encik Suhaimi bin Halim 60,000 11,000 - - 71,000
Encik Mohd Shukor bin Abdul Mumin 40,000 5,000 - - 45,000
Total 361,000 52,000 291,000 45,116.87 749,116.87
Notes:
* Other Allowances comprises director’s allowance, car allowance and entertainment allowance.
** Benefit-in-kind comprises company driver, petrol and mobile phone bill (based on average monthly usage for the
Relevant Period).
13. Remuneration of Top Seven (7) Management
Currently the Group is headed by Encik Hazimi bin Baharum as Chief Executive Officer and Puan Intan Nurulfaiza
binti Yang Razali as the Chief Operating Officer of the Company.
The following are the management’s remuneration for the financial year ended 31 December 2020:
Ranges of Remuneration (RM) Number of Management
RM350,000 to RM400,000 2
RM300,000 to RM350,000 0
RM250,000 to RM300,000 0
RM200,000 to RM250,000 2
RM150,000 to RM200,000 1
RM100,000 to RM150,000 1
RM50,000 to RM100,000 1
(The details of management’s remuneration are not shown, as the Board considers the information of the said
remuneration to be sensitive and proprietary in view of the competitive nature of the human resource market and
to support the Company’s efforts in retaining executive talent. The Board is of the view that the transparency and
accountability aspects of corporate governance as applicable to management’s remuneration are appropriately
served by disclosure in RM50,000 bands.)
PRINCIPLE B: EFFECTIVE RISK MANAGEMENT
1. Audit Committee
The Audit Committee (“AC”) comprises three (3) Independent Directors. The membership of the AC is as follows:
Chairman : Datuk Ooi Teik Huat (Senior Independent Non-Executive Director)

Members : Datuk Puteh Rukiah binti Abd Majid (Independent Non-Executive Director)
Encik Suhaimi bin Halim (Independent Non-Executive Director)
The effectiveness and the composition of the Audit Committee are evaluated annually through the Board
Evaluation Assessment, with a view to maintaining an independent and effective Audit Committee. The TOR
and summary of activities of the AC are reported on pages 54 to 57 of the Annual Report. For the financial year
ended 31 December 2020, the Audit Committee met seven (7) times.
2. Risk Management and Internal Control
The Board is responsible for establishing and maintaining a sound risk management and internal control system
to ensure that the shareholders’ investments, interests and assets of the Group are safeguarded.
The Board through the Audit Committee evaluates the adequacy and effectiveness of the internal control system
by reviewing the actions taken on lapses, recommendations of internal auditors and Management responses.
The Group’s Internal Control Statement is set out on page 58 to 61 of this Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH SHAREHOLDERS
1. Dialogue Between Company and Investors
The Board values its dialogue with both institutional shareholders and private investors and ensures timely
dissemination of information on the Company’s and the Group’s performance and its operation via distribution
of the Annual Report, relevant circulars and announcements to Bursa Malaysia.
In addition, the Company also posts its announcements and quarterly financial results via Bursa LINK to enable
the public community to be updated on any latest development pertaining to the Group’s business affairs and
achievements. Shareholders can also view and access information on the Group’s operations and latest projects
via its website: http://www.zelan.com.
2. Conduct of General Meetings
The Annual General Meeting (“AGM”) is the principal forum for dialogue with shareholders. The Company had
served more than twenty eight (28) days’ prior notice to its shareholders for its forthcoming Forty-Five Annual
General Meeting (45th AGM) which will be held on 15 July 2021. The service of the notice is within the requirement
stipulated by the Act and the MMLR of Bursa Malaysia. The notice included details and explanations of the
resolutions to be tabled. Details of resolutions proposed along with any background information and reports or
recommendations that are relevant were also provided in the notice for AGM.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH SHAREHOLDERS

(CONT’D)
2. Conduct of General Meetings (Cont’d)
During the AGM, shareholders have direct access to Board members who are on hand to answer their questions,
either on specific resolutions or on the Company generally. The Group Chairman ensures that a reasonable time
is provided to the shareholders for discussion at the meeting before each resolution is proposed. The Company
has adopted electronic voting for the conduct of poll on all resolutions at the AGM. All shareholders were briefed
on the voting procedures by the poll administrator prior to the poll voting and an independent scrutineer was
appointed to validate the votes cast and announce the poll results.
3. Constitution of the Company
The Company had adopted a new Constitution pursuant to the provisions of the Act during the 43rd AGM held
on 11 June 2019. The Company’s Constitution defines the essential components of the structure of the Company
and reins the relationship between the Company and its shareholders/shareholders. It regulates the manner in
which a company is governed.
4. Anti-Bribery and Anti-Corruption
In an amendment to the Malaysian Anti-Corruption Commission Act 2009 (“MACC”), a corporate liability
provision has been introduced, which criminalises a company based on illegal actions taken by its employees
(without the presence of adequate procedures) for the benefit of the company. This new provision came into
force in June 2020. As such, the Group will be focusing on implementing the policies and procedures to promote
better governance culture and ethical behaviour within the Group and to prevent the occurrence of corrupt
practices.
This Corporate Governance Overview Statement is made in accordance with a Resolution of the Board dated
31 May 2021.
Audit Committee Report
The Audit Committee of Zelan Berhad is formed with the main objective to assist the Board of Directors in fulfilling
its fiduciary responsibilities relating to corporate governance, system of internal control, risk management processes,
financial reporting and internal control. The Board of Zelan Berhad (“Board”) is pleased to present the Audit Committee
(“AC”) Report for the Group’s financial year ended 31 December 2020 as follows:-
1. COMPOSITION AND MEETINGS
As at the date of this report, the AC comprises three (3) members, all of whom are Independent Directors.
The current composition meets the requirements of Paragraphs 15.09 and 15.10 of the Main Market Listing
Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).
During the financial year ended 31 December 2020, the AC convened seven (7) AC meetings in Zelan Berhad
(“Company”). The Chief Executive Officer, Chief Operating Officer, General Manager of Finance, Head of Internal
Audit and representatives of the external auditors were in attendance to present the relevant reports and proposals
to the AC at the meetings which include inter alia, the auditors’ audit plans and audit reports, the quarterly results
of the Group and the audited financial statements for the financial year ended 31 December 2019. The AC had
also conducted two (2) private sessions with the external auditors without the presence of Management during
the financial year under review.
Details of composition of the AC and record of meetings attended by the members of AC are as follows:
Members Directorship No. of Meetings

Attended
Datuk Ooi Teik Huat (Chairman) Senior Independent Non-Executive Director 7/7
Datuk Puteh Rukiah binti Abd Majid Independent Non-Executive Director 7/7
Encik Suhaimi bin Halim Independent Non-Executive Director 7/7
In exercising its duties and functions, the AC briefed and reported to the Board on the important or major issues
and concerns discussed during the AC’s meetings and where appropriate, made necessary recommendations to
the Board. The minutes of each meeting were noted at the Board of Directors meetings.
2. TERMS OF REFERENCE (“TOR”) OF THE AUDIT COMMITTEE
2.1 Membership
The AC members shall be appointed by the Board amongst the Directors and shall consist of not less than
three (3) members. All the AC members must be Non-Executive Directors, with majority of them being
Independent Directors.
The members of the AC shall elect a Chairman from among their members who shall be an Independent
Director. An Alternate Director must not be appointed as a member of the Audit Committee.
2. TERMS OF REFERENCE (“TOR”) OF THE AUDIT COMMITTEE (CONT’D)
2.1 Membership (Cont’d)
The requirement is that at least one (1) member of the Audit Committee:
i) must be a member of the Malaysian Institute of Accountants (“MIA”); or

ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’
working experience, and
a) he must have passed the examinations specified in Part I of the First Schedule of the Accountants
Act 1967; or
b) he must be a member of one (1) of the Associations of Accountants specified in Part II of the First
Schedule of the Accountants Act 1967; or
iii) fulfils such other requirements as prescribed or approved by the Bursa Malaysia.
The AC Chairman, Datuk Ooi Teik Huat is a member of the Malaysian Institute of Accountants (“MIA”)
and complies with Paragraph 15.09 (1) (c) (i) of the Main Market Listing Requirement (“MMLR”) of Bursa
Securities.
2.2 Meetings and Minutes
Meetings shall be held not less than four (4) times a year, and will normally be attended by the Management
as and when required by the Audit Committee. The External Auditors are also requested to attend the AC
meetings as and when required. Other Board members may attend meetings upon the invitation of the Audit
Committee.
At least twice (2) a year the AC shall meet with the External Auditors without any executive of the Group
being present. Both Internal and External Auditors may request a meeting with the AC if they consider
necessary. Minutes of each meeting shall be distributed to each member of the Board. The Chairman of the
AC shall report on each meeting to the Board at the quarterly Board meetings.
2.3 Quorum
A quorum of the AC meeting shall be two (2) members and shall comprise Independent Directors.
2.4 Secretary
The Company Secretary shall be the Secretary to the Audit Committee.
2.5 Authority
The AC shall have the following authority as empowered by the Board of Directors:
i) to investigate any matters within its Terms of Reference;

ii) to have access to the resources which are required to perform its duties;
iii) to have full, free and unrestricted access to any information, records, properties and personnel of the
Company and any other companies within the Group;
iv) to have direct communication channels with the External Auditors and person(s) carrying out the
Internal Audit function or activity;
v) to obtain independent professional or any other advice where necessary; and
vi) to convene meetings with the External Auditors, the Internal Auditors or both, excluding the attendance
of Management of the Company, whenever deemed necessary.
2. TERMS OF REFERENCE (“TOR”) OF THE AUDIT COMMITTEE (CONT’D)
2.6 Duties
The duties of the AC are as follows:
i) to consider the appointment of the External and Internal Auditors, the audit fee and any questions of
resignation or dismissal, and inquire into staffing and competence of the External and Internal Auditors
in performing their work;
ii) to discuss the nature and scope of the audit in general terms and any significant problems that may be
foreseen with the External and Internal Auditors before the audit commences and ensure that adequate
tests to verify the financial statements and procedures of the Group are performed;
iii) to discuss the impact of any proposed changes in accounting principles on future financial statements;
iv) to review the results and findings of the audit and monitor the implementation of any recommendations
made therein;
v) to review the quarterly and annual financial statements before submission to the Board, focusing
particularly on:
• any changes in accounting policies and practices;
• major judgmental areas;
• significant adjustments resulting from the audit;
• the going concern assumptions;
• compliance with accounting standards; and
• compliance with stock exchange and legal requirements.
vi) to discuss issues and reservations arising from the interim and final audits, and any matters the External
Auditors may wish to discuss (in the absence of Management where necessary);
vii) to review the assistance given by the employees to the External Auditors;
viii) to ensure adequacy of the scope, functions, competency and resources of the Internal Audit functions
and it has the necessary authority to carry out its work;
ix) to review the Internal Audit programme, consider the major findings of Internal Audit investigations
and Management’s response and ensure coordination between the Internal and External Auditors;
x) to keep under review the effectiveness of internal control systems and in particular, review the External
Auditors’ management letter and Management’s response;
xi) to consider any related party transactions that may arise within the Company or Group;
xii) to review all prospective information provided to the regulators and/or the public;
xiii) to report promptly to Bursa Malaysia Securities Berhad on any matter reported by it to the Board
of Directors which has not been satisfactorily resolved resulting in a breach of the Bursa Malaysia
Securities Berhad’s Listing Requirements; and
xiv) to carry out such other assignments as defined by the Board.
3. SUMMARY OF ACTIVITIES
During the financial year under review, the following activities were carried-out by the Audit Committee:
i) reviewed the External Auditors’ scope of work and audit plans for the year. Prior to the audit, representatives
from the External Auditors presented their audit strategy and plan;
ii) reviewed the results of the audit, the audit report and the management letter, including Management’s
response, with the External Auditors;
iii) considered and recommended to the Board for approval of the audit fees payable to the External Auditors
as disclosed in the financial statements;
iv) reviewed the Audited Financial Statements of the Group prior to submission to the Board for their
consideration and approval;
3. SUMMARY OF ACTIVITIES (CONT’D)
v) reviewed the Group’s compliance in particular the quarterly and annual financial statements with the Listing
Requirements of the Bursa Malaysia Securities Berhad, Approved Accounting Standards and other relevant
legal and regulatory requirements;
vi) reviewed the quarterly unaudited financial results announcements before recommending them for the
Board’s approval;
vii) reviewed the related party transactions entered into by the Company or Group;
viii) reviewed the Internal Audit Department’s resources, requirements, program and plan for the financial year
under review;
ix) reviewed the Internal Audit Reports, which highlighted the risk issues, recommendations and Management’s
response; discussed the actions taken to improve the system of internal control based on improvement
opportunities identified in the Internal Audit Reports, with Management;
x) recommended to the Board improvements in internal control, procedures and risk management; and
xi) monitoring of the additional disclosure requirements in accordance with the Bursa Malaysia Listing
Requirements.
4. INTERNAL AUDIT FUNCTION
The AC is supported by Internal Audit Department with the primary role to assist the adequacy and effectiveness
of the risk, control and governance framework set by the Management. The Internal Auditors report directly to
the AC with the role to independently review the internal control system established by the Management.
The Internal Audit Reports prepared by the Internal Auditors arising from the audits were deliberated by the AC
and recommendations were duly acted upon by the Management. Follow-up reviews were conducted by Internal
Auditors to ensure that all matters arising from each audit were adequately and promptly addressed by the
auditee or Management.
The Internal Audit Reports were presented to the AC and forwarded to the relevant parties for their attention
and corrective actions. The activities carried-out by Internal Audit Department during the financial year ended
31 December 2020 included the following:
1. Prepared the Annual Audit Plan for approval by the Audit Committee;
2. Performed Risk Based Internal Audit in accordance to the Approved Annual Audit Plan including follow-up
on matters arising from previous audit reports;
3. Issued Internal Audit Reports to the management on risk management, internal control and governance
issues identified from the audit assignments together with recommendations for improvements;
4. Reported on a quarterly basis to the AC on the audit reports and status of audit activities; and
5. Conducted ad-hoc tasks and special assignments as and when requested by the Management and/or Audit
Committee.
The total cost incurred in undertaking the Internal Audit function during last financial year is approximately
RM124,015.84.
This AC Report is made in accordance with a Resolution of the Board dated 31 May 2021.
Statement on Risk Management and

Internal Control
The Board of Directors (“Board”) is committed towards maintaining a sound system of risk management and internal
control in Zelan Group of Companies (the “Group”) and thus is pleased to provide this Statement on Risk Management
and Internal Control (“Statement”) which outlines the scope and nature of risk management and internal control of the
Group in the FYE 31 December 2020 to support the Group’s objectives such as maximise shareholders value, provide
service excellent to stakeholders, lead in value innovation and to be a preferred employer.
This Statement is prepared in accordance with Paragraph 15.26(b) of the Main Market Listing Requirements (“Listing
Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) and in accordance with the Principles as
stipulated in the Malaysian Code on Corporate Governance 2017 (“Code”) and the Statement on Risk Management
and Internal Control: Guidelines for Directors of Listed Issuers.
BOARD’S RESPONSIBILITY
The Board of Zelan Berhad (the “Company”) affirms the overall responsibility for maintaining a comprehensive system
of risk management and internal control so as to safeguard shareholders’ interests and the Group’s assets. The system
of risk management and internal control is constructed not to totally eliminate the risk of failure to achieve business
objectives but rather to manage those risks. Accordingly, such systems can only provide reasonable and not absolute
assurance against material error, misstatement or losses.
The Board confirms that there is an ongoing process of identifying, evaluating and managing all significant risks faced
by the Group that has been in place for the year and up to the date of approval of this Statement for inclusion in Annual
Report. The process is regularly reviewed by the Board and is in accordance with the Statement on Risk Management
and Internal Control: Guidance for Directors of Listed Issuers (SRMICG) and the Group’s Risk Management Policies
and Procedures.
KEY RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The Group’s risk management and internal control system comprises the following key processes:
Risk Management
The Board confirms that there is an ongoing process of identifying, evaluating, managing and responding to risks
to achieve the objectives of the Group for the financial year under review. The Group has established an Enterprise
Risk Management (“ERM”) Policy and Framework (“ERM Policy and Framework”) in 2014 and the ERM Policy and
Framework sets out the process for managing risks and outlines how the Management ensures risks are managed
effectively and efficiently across the Group.
The objectives of the ERM Policy and Framework are as follows:
• provide a policy and organisational structure for the management of risks within the Group;
• define risk management roles and responsibilities within the Group and outline procedures to mitigate risks;
• ensure consistent and acceptable risk management practices throughout the Group;
• define the reporting framework to ensure clear communication on all risk management activities and reporting;
• accommodate the changing risk management needs whilst maintaining control of the overall risks;
• detail the approved methodology for risk assessment; and
• provide centralised consolidation of risk management data and reporting.
Statement on Risk Management and Internal Control
KEY RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (CONT’D)
The ERM Policy and Framework assists the Board in reviewing and assessing overall risks related to the Group’s
business. The principal responsibilities of the Board include the following:
• ensure continuous development of risk management system in the Group and supervise the implementation of risk
management in compliance with the ERM Policy and Framework;
• ensure that risks identified are reviewed on a quarterly basis by the Board;
• decide on the status and further action on matters arising with regards to the identified risks; and
• review and enhance the Group’s risk assessment process and risk management structure to sustain the ERM Policy
and Framework and support the ongoing achievement of risk management objectives.
The Group’s overall risk management objective is to ensure that the Group creates value for its shareholders whilst
minimising potential adverse effects on its performance and positions. The Board shall continue to evaluate the existing
risk management practises, and where appropriate and necessary, revise such practices accordingly.
The Board continues to take measures to further strengthen the Group’s risk management system as one of the means
to achieve the Group’s business objectives. During the year under review, the Risk Management Report was presented
to the Board on a quarterly basis.
Board and Board Committees
The Board has delegated authority to various Board committees such as the AC and Nomination & Remuneration
Committee (“Board Committees”) to enable them to oversee certain specific responsibilities based on clearly defined
terms of reference. Any change to the terms of reference for any Board committee requires Board approval. Further
information on the Board committees is included in the Corporate Governance Overview Statement.
Internal Audit Function
The Internal Audit (“IA”) function is carried out by the Internal Audit & Risk Management Department of the Group. The
IA reviews the compliance with statutory/regulatory requirements, internal policies and procedures inclusive of the
work processes/procedures for efficiency and effectiveness of the system of internal controls and risk management
framework. The annual audit plan is reviewed and approved by the AC. Audit reports are tabled to the AC for review
during its quarterly meetings.
In addition, the AC also reviews the internal audit functions with particular emphasis on the audit scope, the frequency
of audits and the adequacy and knowledge of the resources. Further details of the activities undertaken by the AC are
set out in the Audit Committee Report.
However, due to various challenges which arose due to frequent imposition of restriction Movement Control Order in
Malaysia, some of the review and audit activity proposed by the Internal Audit had to be deferred and/or postponed.
KEY RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (CONT’D)
Other Key Elements of Internal Control
The other key elements of the Group’s internal control system are described below:
• performance reports are regularly updated to the Board and discussed at the board meetings;
• processes governing the appraisal and the approval of investment expenditure and asset disposal, and processes
to monitor and evaluate the continuing performance of the Group’s investments;
• processes governing the identification and evaluation of the risk factors before arriving at a decision to tender and
the pricing of the tender for the contract thereon;
• compliance with financial approval limits in accordance with the limits of authority; and
• monitoring of related party transactions.
In formulating the structure of the project implementation, the following factors are taken into consideration:
• scope of works involved;

• expertise level required;
• level of monitoring and supervision;
• management and supporting staff requirement;
• duration of project;
• periodical review by the IA; and
• compliance with the requirements of MS ISO 9001:2015 Quality Management System, ISO 14001:2015 Environmental
Management System and OHSAS 45001:2018 Safety and Health Management System.
The Board has reviewed the adequacy and integrity of the Group’s internal control system and management information
system. In addition, feasibility studies will continuously be evaluated internally, and the required due diligence review
will be carried out before tendering for new projects. Reviews on the performance of the projects will be regularly
performed by the Board and the quality and type of information provided are carefully assessed.
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
As required by Paragraph 15.23 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the external
auditors have reviewed this Statement on Risk Management and Internal Control. Their limited assurance review was
performed in accordance with Audit and Assurance Practice Guide (“AAPG”) 3 issued by the Malaysian Institute of
Accountants. AAPG 3 does not require the external auditors to form an opinion on the adequacy and effectiveness of
the risk management and internal control systems of the Group.
CONCLUSION
The Board is of the view that the current risk management and internal control system in place within the Group
is sufficient and effective to safeguard stakeholders’ interests. In addition, improvement of risk management and
internal control is an ongoing process and the Board will continue to take steps to strengthen and enhance the current
systems. All internal control weaknesses identified during the period under review have been or are being addressed
by the Management. There was no major risk and internal control weaknesses identified that requires disclosure in the
Company’s annual report. The Board has received assurance from the Chief Executive Officer, Chief Operating Officer
and General Manager of Finance on the above declaration.
The Board will consistently review the effectiveness of the Group’s risk management and internal control system in
order to safeguard the shareholders’ interest and the Group’s assets at all times.
This Statement on Risk Management and Internal Control is made in accordance with a Resolution of the Board dated
31 May 2021.
Additional Compliance
Information
Utilisation of Proceeds Profit Estimation, Forecast or Projection

No proceeds were raised by the Company from any There was no profit estimation, forecast or projection
corporate proposals. made or released by the Company during the financial
year.
Share Buy-Back
Profit Guarantee
As at the date of this statement, the Company has not
purchased any of its own shares. There was no profit guarantee given by the Company
during the financial year.
Options, warrants or convertible securities

Material Contracts
No options, warrants or convertible securities were
issued by the Company during the financial year. There was no material contract entered into by the
Company and/or its subsidiary companies involving
Directors’ or major shareholders’ interests, during the
American Depository Receipt (“ADR”) or Global financial year under review.
Depository Receipt (“GDR”) Programme
During the financial year, the Company did not sponsor
Contracts Relating to Loan
any ADR or GDR Programme.
During the financial year under review, there were no
contracts relating to loan by the Company involving
Imposition of Sanctions and/or Penalties Directors and major shareholders.
There were no sanctions and/or penalties imposed on
the Company and/or its subsidiary companies, Directors
or Management arising from any significant breach of
rules/guidelines/legislation by the relevant regulatory
bodies.
Non-Audit Fee
During the financial year ended 31 December 2020, a
non-audit fee of RM10,000 was paid by the Company to
the External Auditors, Messrs Al Jafree Salihin Kuzaimi
PLT, Malaysia for services rendered in connection with
the review of the Company’s quarterly results and other
technical and accounting advisory works.
Financial
Statements
Directors’ Report 64
Statement by Directors 68
Statutory Declaration 68
Independent Auditors’ Report 69
Statements of Comprehensive Income 75
Statements of Financial Position 77
Statements of Changes in Equity 79
Statements of Cash Flows 82
Notes to the Financial Statements 86
Directors’ Report
The Directors hereby submit their report and the audited financial statements of the Group and the Company for the
financial year ended 31 December 2020.
PRINCIPAL ACTIVITIES
The principal activity of the Company is that of an investment holding. The principal activities of the subsidiaries
are described in Note 15 to the financial statements and comprise investment holding, property development,
civil engineering and building turnkey contractor, piling and civil engineering contractor, civil technical design and
construction of civil and building works, concession operator, asset and facilities management services, management
and operation of motor vehicles parking facilities, contracting and supplying of building materials and construction of
sewage conveyance system.
There have been no significant change in the nature of these activities of the Group and the Company during the
financial year.
FINANCIAL RESULTS
Group Company
RM’000 RM’000
Net profit/(loss) for the financial year attributable to: 36,205 181
Profit attributable to:

Owners of the parent 36,215 181
Non-controlling interests (10) -
36,205 181
In the opinion of the Directors, the results of the operations of the Group and the Company during the financial year
were not substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
There were no dividends proposed, paid or declared by the Company since the end of the previous financial year.
The Directors do not recommend any dividend in respect of the financial year ended 31 December 2020.
ISSUES OF SHARES AND DEBENTURES
The Company did not issue any new shares or debentures during the financial year.
Directors’ Report
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed
in the financial statements.
DIRECTORS
The names of the Directors of the Company in office since the beginning of the financial year to the date of this report
are:
Dato’ Anwar bin Haji @ Aji **

Datuk Ooi Teik Huat
Datuk Puteh Rukiah binti Abd Majid
Suhaimi bin Halim
Mohd Shukor bin Abdul Mumin
** This Director is also a Director of the Company’s subsidiary.
The names of the Directors of the Company’s subsidiaries in office since the beginning of the financial year to the date
of this report (not including those directors listed above) are:
Intan Nurulfaiza Yang Razali

Hazimi bin Baharum (Appointed w.e.f on 6.5.2020)
Gerard Dominic Fernandez (Resigned w.e.f on 21.04.2021)
DIRECTORS’ INTERESTS
According to the register of Directors’ shareholdings, none of the other Directors in office at the end of the financial
year had any interest in shares in the Company or its related corporations during the financial year.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which
the Company was a party, whereby the Directors might acquire benefits by means of acquisition of shares in or
debentures of the Company or any other body corporate.
Since the end of the previous financial year, no Directors has received or become entitled to receive a benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors or the
fixed salary of a full time employee of the Company as disclosed below) by reason of a contract made by the Company
or a related corporation with any Directors or with a firm of which he is a member, or with a company in which he has
a substantial financial interest, except as disclosed in Note 10 to the financial statements.
Directors’ Report
INDEMNIFYING DIRECTORS AND OFFICERS
The Directors and officers of the Company are covered by Directors and Officers Liability Insurance of Zelan Berhad
Group for any liability incurred in the discharge of their duties, provided that they have not acted fraudulently or
dishonesty or derived any personal profit or advantage. The insurance is maintained on a group basis by its holding
company, Zelan Berhad, and the total premium of RM31,280 paid during the financial year was borne by the holding
company.
OTHER STATUTORY INFORMATION
(a) Before the statements of comprehensive income and statements of financial position of the Group and the
Company were made out, the Directors took reasonable steps:
(i) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance
for expected credit losses and had satisfied themselves that all known bad debts had been written off and
that adequate allowance had been made for expected credit losses; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records
in the ordinary course of business had been written down to an amount which they might be expected so to
realise.
(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) the amounts written off for bad debts or the amounts of the allowance for expected credit losses made in
the financial statements of the Group and the Company inadequate to any substantial extent; or
(ii) the values attributed to the current assets in the financial statements of the Group and the Company
misleading.
(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and the Company misleading or
inappropriate.
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this
report or financial statements of the Company which would render any amount stated in the financial statements
misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group and the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or
(ii) any contingent liability of the Group and the Company which has arisen since the end of the financial year.
Directors’ Report
OTHER STATUTORY INFORMATION (CONT’D)
(f) In the opinion of the Directors:
(i) no contingent or other liability 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 and the
Company to meet their obligations when they fall due; and
(ii) 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 the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS
Details of significant events are disclosed in the Note 33 to the financial statement.
AUDITORS
The audit fees for services rendered by the auditors to the Group and to the Company for the financial year ended
31 December 2020 are disclosed in Note 10 to the financial statements.
There were no indemnity given to or insurance effected for the auditors of the Group and Company during the financial
year.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated on 31 May 2021.
DATO’ ANWAR BIN HAJI @ AJI DATUK OOI TEIK HUAT

CHAIRMAN DIRECTOR
Kuala Lumpur
Statement by Directors &

Statutory Declaration
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT, 2016
We, Dato’ Anwar bin Haji @ Aji and Datuk Ooi Teik Huat, being two of the Directors of ZELAN BERHAD, do hereby
state that, in the opinion of the Directors, the accompanying financial statements set out on pages 75 to 163 of the
Group and of the Company are drawn up in accordance with 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 31 December 2020 and of its financial
performance and cash flows for the year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated on 31 May 2021.
DATO’ ANWAR BIN HAJI @ AJI DATUK OOI TEIK HUAT

CHAIRMAN DIRECTOR
STATUTORY DECLARATION
PURSUANT TO SECTION 251(1)(B) OF THE COMPANIES ACT, 2016
I, Yusrenawati Binti Mohd Yusof, being the Officer primarily responsible for the financial management of ZELAN
BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 75 to 163 of
the Group and of the Company are to the best of my knowledge and belief, correct and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
YUSRENAWATI BINTI MOHD YUSOF

MIA NO 33348
Subscribed and solemnly declared by the abovenamed at Selangor, Malaysia, on 31 May 2021
Before me:
COMMISSIONER FOR OATHS

Independent Auditors’ Report

to the Members of Zelan Berhad (Incorporated in Malaysia)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of Zelan Berhad, which comprise the statements of financial position as at
31 December 2020 of the Group and the Company, and statements of comprehensive income, statements of changes
in equity and statements of cash flows of the Group and the Company for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 75 to 163.
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2020, and of their financial performance and their cash flows for the financial year then
ended in accordance with 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the financial statements, as of that date, the Group and the Company’s current liabilities
exceeded the current assets by RM 175.4 million (2019: RM 145.6 million) and RM 18.6 million (2019: RM 18.8 million)
respectively. These events and conditions, along with the other matters as set forth in Note 2 to the financial statements,
indicate that a material uncertainty exists that may cast significant doubt on the ability of the Group and the Company
to continue as going concerns. Our opinion is not modified in respect of this matter.
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 for the current financial year. These matters were addressed in the context of our
audit of the financial statements of the Group as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
In addition to the matter describe in the Material Uncertainty Related to Going Concern section, we have determined
the matters described below to be the key audit matters to be communicated in our report.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONT’D)
Key Audit Matters (Cont’d)
Key Audit Matters How our audit addressed the key audit matters
1. Recoverability of the receivable balance from a

project owner of the Group’s project in Abu Dhabi
The Group terminated its project in Abu Dhabi, We have obtained understanding the status of the
United Arab Emirates, on 1 October 2015 and proceeding and performed verification of supporting
entered into an arbitration with the project documents via discussions in relation to the legal
owner. The evidentiary hearings took place from enforcement including the following:
6 January 2019 to 16 January 2019 in Abu Dhabi,
UAE and the International Chamber of Commerce - the external counsel’s assessment on the planned
(“ICC”) arbitral tribunal on 27 July 2019 awarded enforcement of the arbitration award and the
the Group the final award of AED256.1 million and timing of subsequent recovery of the receivable
further interest of 9% per annum until full payment balance; and
(“Arbitration Award”). - the progress of the legal actions undertaken by
the Group for subsequent recovery purpose of the
The Group then obtained the registration and receivable balance;
enforcement of the award in the Abu Dhabi
Commercial Court of Appeal (“ADCCA”) on 7 May We have engaged external counsels who have expertise
2020. Next, the project owner filed a Grievance in foreign laws and obtained the advise to ensure the
Application to the ADCCA on 10 June 2020. The appropriateness and objectivity of legal proceedings
ADDCA dismissed the project owner’s Grievance undertaken by the Group.
Application on 14 July 2020. On 3 August 2020,
the project owner filed an appeal of the Grievance Arising from the legal proceedings undertaken, we have
Application to the Cassation Court and was verified the existence of the project owner as an entity
accordingly dismissed on 25 October 2020. and its rights and obligations to the Award enforced.
The Directors are of the view that the Group is able We assessed the objectivity, capabilities and
to recover the arbitration award. The Directors competencies of the external counsels by considering
made an assessment of the carrying value of the their professional background, reputation and
total receivable balance by taking into consideration experience in foreign laws on the enforcement of the
the timing and duration of the legal enforcement Arbitration Award.
process against the project owner based on advice
from the external solicitor. We verified the adequacy of the Group’s disclosures
detailing the significant legal proceedings in relation
Following from the Directors ‘ assessment, the to the receivable balance arising from the Arbitration
Group has since recognised the Arbitration Award Award.
as an receivable amounting to AED 222.5 million as
at financial year ended 31 December 2020.
There is a risk of irrecoverability of the Group’s

significant receivables arising from the Arbitration
Award due to lacking financials information of the
project owner and the premature status of the legal
proceedings taken by the Group.
Due to the inherent uncertainty involved in

determining the credit worthiness of the project
owner which is the basis of the assessment of
recoverability, this is one of the key judgmental
areas that our audit is concentrated on.

Key Audit Matters (Cont’d)
Key Audit Matters How our audit addressed the key audit matters
1. Recoverability of the receivable balance from a

project owner of the Group’s project in Abu Dhabi
Refer to Note 3(i) on critical accounting estimates

and assumptions, Note 2(r) and Note 2(w) on
summary of significant accounting policies and
Note 18 (vi) to the financial statements.
2. Revenue and costs recognition - construction

contracts
The Group recognises revenue from construction We tested the operating effectiveness of the key controls
contracts over time in the Consolidated Statement in respect of the review and approval of project budgets
of Comprehensive Income. Progress of completion to assess the reliability of these budgets.
is measured using input method which is based on
the contract costs incurred up to the end of the We identified and assessed the significant estimates and
reporting period as a percentage of estimated total judgements made by management m the recognition of
costs of the project. revenue and costs arising from construction contracts.
This was performed by corroborating the stage of
The Group recognised revenue and gross profit completion and extent of costs incurred to date on major
from construction contracts of RM25.3 million and projects by agreeing to internal or external quantity
RM8.9 million respectively for the financial year surveyors’ latest valuations.
ended 31 December 2020.
We have also agreed, on a sample basis, costs incurred
Revenue recognition of a construction contract to the supporting documentation such as subcontractor
is inherently complex and we focused on this claim certificates and invoices from vendors.
area because there are significant management
estimates and judgements involved and determining We assessed the reasonableness of the estimated total
the: construction costs of major projects by agreeing to
supporting documentation such as approved budgets,
• Stage of completion; quotations, correspondences, contracts and variation
• Extent of the construction costs incurred to orders with sub-contractors.
date;
• Estimated total construction costs; and With regards to project whereby actual progress is behind
• Need to estimated liquidated ascertained planned progress, we assessed the cause of delays,
damages (“LAD”) on projects where the inspected correspondence with project owners and
estimated completion dates are beyond the corrobotared key judgement applied by management in
contractual completion dates. assessing any need for LAD to be provided to determine
the transaction price of the project.
Refer to Note 3(ii) on critical accounting estimates
and judgements, Notes 2(j) and 2(u) on summary
of significant accounting policies and Note 20 to
the financial statements.
There are no key audit matters in relation to the financial statements of the Company.

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 Directors’
Report and other sections of the 2020 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 the
Company that give a true and fair view in accordance with 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 the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and 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 and
the Company or to cease operations, or have no realistic alternative but to do so.
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 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.
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 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.

Auditors’ responsibilities for the audit of the financial statements (Cont’d)
• 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 and 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 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 and 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 the Company,
including the disclosures, and whether the financial statements of the Group and 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 the Company for the current year and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which
we have not acted as auditors, are disclosed in note 15 to the financial statements.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies
Act, 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.
AL JAFREE SALIHIN KUZAIMI PLT SIRI BIN SANYUT

200401022503 (AF 1522) No. 03078/07/2021 J
CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANT
Dated: 31 May 2021
Selangor, Malaysia
Statements of Comprehensive Income

for the Financial Year Ended 31 December 2020
Group Company
2019
Note 2020 (Restated) 2020 2019
RM’000 RM’000 RM’000 RM’000
Revenue 4 51,929 80,765 - -

Cost of sales 5 (29,078) (54,017) - -
Gross profit 22,851 26,748 - -
Administrative expenses:
Staff costs 8 (5,155) (6,623) (2,274) (2,313)
Professional fees and arbitration fees (771) (1,570) (173) (241)
Others (1,371) (2,630) (1,019) (1,400)
(7,297) (10,823) (3,466) (3,954)

Other operating (expenses)/income:
Rectification cost (4,215) - - -
Unrealised foreign exchange loss, net (3,665) (725) - -
Time cost back-charge - - 3,775 2,125
Reversal of accumulated depreciation of
investment properties - - - -
Net gain on revaluation of investment
properties 2,181 7,607 - -
Write back of provision/for impairment of
amount due from an associate 648 1,728 - -
Provision for impairment of amounts due from
subsidiaries - - - (5,553)
Diminution in carrying value of long term
receivables (161) - - -
Other operating expenses (31,587) (2,340) (1) (2)
Other operating income 74,469 4,950 - -
Refund of late payment interest on revised tax
assessment - - - -
Finance income 6 24,054 25,686 - 4
Finance costs 6 (35,146) (39,626) - (43)
Share of results of associates 16 (31) (50) - -
Profit/(loss) before zakat and taxation 7 42,101 13,155 308 (7,423)

Taxation 11 (5,896) (2,879) (127) -
Net profit/(loss) for the financial year 36,205 10,276 181 (7,423)
Statements of Comprehensive Income

Group Company
2019
RM’000 RM’000 RM’000 RM’000
Other comprehensive income/(loss):
Items that may be reclassified subsequently to

profit or loss
Gain on revaluation of PPE 1,155 - - -
Currency translation differences:
- net movement during the financial year (4,090) 182 - -
Other comprehensive income/(loss) for the

financial year, net of taxation (2,935) 182 - -
Total comprehensive gain/(loss) for the

financial year 33,270 10,458 181 (7,423)
Net gain/(loss) for the financial year

attributable to:
- equity holders of the Company 36,215 10,268 181 (7,423)
- non-controlling interests (10) 8 - -
Net gain/(loss) for the financial year 36,205 10,276 181 (7,423)
Total comprehensive loss attributable to:

- equity holders of the Company 33,280 10,450 181 (7,423)
- non-controlling interests (10) 8 - -
Total comprehensive gain/(loss) for the

financial year 33,270 10,458 181 (7,423)
Profit per share attributable to the equity

holders of the Company during the
financial year:
Sen Sen
Basic profit per share 12(a) 4.29 1.22

Statements of Financial Position

as at 31 December 2020
Group Company
2019
RM’000 RM’000 RM’000 RM’000
Assets
Non-current assets
Property, plant and equipment 13 3,530 2,555 5 6
Investment properties 14 23,186 15,786 - -
Investment in subsidiaries 15 - - 12,179 12,179
Investment in associates 16 6,106 6,137 - -
Receivables, deposits and prepayments 18 698,310 621,227 - -
Amount due from subsidiaries 18 - - - -
Contract assets 19 - 51,709 - -
Deposits, cash and bank balances 20 27,067 14,461 - -
Deferred tax assets 26 887 898 - -
759,086 712,773 12,184 12,185
Current assets
Inventories 21 - 6,858 - -
Receivables, deposits and prepayments 18 68,803 76,912 89 9
Amount due from a subsidiary 18 - - 40,929 14,988
Contract assets 19 14,063 7,010 - -
Tax recoverable 15 12 - -
Deposits, cash and and bank balances 20 5,721 5,894 62 151
88,602 96,686 41,080 15,148
Total assets 847,688 809,459 53,264 27,333
Equity and liabilities
Capital and reserves attributable to equity

holders of the Company
Equity
Share capital 24 84,495 84,495 84,495 84,495
Reserve (restated) 25 3,507 (29,781) (90,940) (91,121)
88,002 54,714 (6,445) (6,626)

Non-controlling interests (327) (327) - -
Total equity 87,675 54,387 (6,445) (6,626)

Statements of Financial Position

Group Company
Note 2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Non-current liabilities
Other liabilities 22 11,235 - - -
Borrowings 23 478,045 509,553 - -
Provision for taxation 3,436 - - -
Deferred tax liabilities 26 3,259 3,242 - -
495,976 512,795 - -
Current liabilities
Financial payables 22 197,914 186,268 1,726 1,707
Other liabilities 22 11,213 13,854 - -
Amount due to subsidiaries 22 - - 57,856 32,252
Contract liabilities 19 117 117 - -
Borrowings 23 48,937 38,162 - -
Provision for taxation 5,856 3,876 127 -
264,037 242,277 59,709 33,959
Total liabilities 760,013 755,072 59,709 33,959
Total equity and liabilities 847,688 809,459 53,264 27,333

Attributable to equity holders of the Company
Foreign Fixed Non-
Share Warrants exchange Capital General Asset Accumulated controlling Total
capital reserves# reserve reserve* reserve* reserve losses Sub-total interests equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
As at 1 January 2020
(restated) 84,495 - 10,089 35,457 4,254 - (79,581) 54,714 (327) 54,387
Net profit for the financial year - - - - - - 36,215 36,215 (10) 36,205
Other comprehensive income

Currency translation
differences:
- net movement during the
financial year - - (4,090) - - - - (4,090) 10 (4,080)
- Foreign company - - - 1 7 - - 8 - 8
- Gain on revaluation of PPE - - - - - 1,155 - 1,155 - 1,155
Total comprehensive income

for the financial year - - (4,090) 1 7 1,155 36,215 33,288 - 33,288
As at 31 December 2020 84,495 - 5,999 35,458 4,261 1,155 (43,366) 88,002 (327) 87,675
Statements of Changes in Equity
79
80
Attributable to equity holders of the Company

Foreign Fixed Non-
Share Warrants exchange Capital General Asset Accumulated controlling Total
capital reserves# reserve reserve* reserve* reserve losses Sub-total interests equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
As at 1 January 2019 84,489 14,082 9,899 35,457 4,254 - (103,930) 44,251 (327) 43,924
Prior year adjustment
(Note 34) - - - - - - - - - -
As at 1 January 2019
(restated) 84,489 14,082 9,899 35,457 4,254 - (103,930) 44,251 (327) 43,924
Net profit for the financial

year - - - - - - 10,268 10,268 8 10,276
Other comprehensive
income/(loss)
Currency translation
differences:
- net movement during the
financial year - - 190 - - - - 190 (8) 182
- Transfer of warrants
reserve upon expiry
of warrants to retaind
earnings - (14,081) - - - - 14,081 - - -
- Issue of shares upon
exercise 6 (1) - - - - - 5 - 5
Total comprehensive
income/(loss) for the
financial year 6 (14,082) 190 - - - 24,349 10,463 - 10,463
As at 31 December 2019
(restated) 84,495 - 10,089 35,457 4,254 - (79,581) 54,714 (327) 54,387
* These reserves relate to net gain from disposals of investment in shares.

# This reserve relates to issuance of free detachable warrants which are transferred to retained earnings after expiry of warrants.

Non-distributable
Share Warrants Capital General Accumulated Total
capital reserve# reserve* reserve losses equity
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Company
As at 1 January 2020 84,495 - 18,456 3,258 (112,835) (6,626)
Total comprehensive income for the

financial year - - - - 181 181
At 31 December 2020 84,495 - 18,456 3,258 (112,654) (6,445)
As at 1 January 2019 84,489 14,082 18,456 3,258 (119,493) 792
Transfer of warrants reserve upon

expiry of warrants to retained
earnings - (14,081) - - 14,081 -
Issuance of shares upon exercise of

warrants 6 (1) - - - 5
Total comprehensive loss for the

financial year - - - - (7,423) (7,423)
At 31 December 2019 84,495 - 18,456 3,258 (112,835) (6,626)
* These reserves relate to net gain from disposals of investment in shares.

# This reserve relates to issuance of free detachable warrants which are transferred to retained earnings after
expiry of warrants.
Statements of Cash Flows

Group Company
2019
2020 (Restated) 2020 2019
RM’000 RM’000 RM’000 RM’000
OPERATING ACTIVITIES
Profit/(loss) after taxation 36,205 10,276 181 (7,423)
Adjustments for:
Taxation 5,896 2,879 127 -
Finance income (24,054) (25,686) - (4)
Finance costs 35,146 39,626 - 43
Non-controlling interests (10) 8 - -
Investment properties:
- net gain on revaluation (2,181) (7,607) - -
Write back for impairment of amount due from an
associate (648) (1,728) - -
Write back for impairment of amount due from an
subsidiary - - - (371)
Assets transferred to investment properties (5,219) - - -
Net provision for impairment of amounts due from
subsidiaries - - - 5,924
Net income recognised from arbitration award (67,705) - - -
Loss on disposal of inventories (48) 32 - -
Net loss on unrealised foreign exchange 3,665 725 - -
Property, plant and equipment:
- gain on diposals/revaluation (5) (151) - -
- depreciation 189 264 1 2
Share of results of associates 31 50 - -
(18,718) 18,688 309 (1,829)


Group Company
2019
2020 (Restated) 2020 2019
RM’000 RM’000 RM’000 RM’000
Changes in working capital:

Receivables, deposits and prepayments 106,427 60,393 (31) 2
Contract assets (44,656) (3,770) - -
Payables 24,159 (62,589) 17 103
Contract liabilities - (12,202) - -
Amount due to a related company 5,922 (20) (25,940) -
Amount due to an associate 870 (38) 25,604 -
Cash from operations 74,004 462 (41) (1,724)

Tax paid (1,262) (781) (48) -
Tax refund - 170 - -
Net cash flows generated from/(used in) operating

activities 72,742 (149) (89) (1,724)
INVESTING ACTIVITIES
Proceeds from disposals of plant and equipment 5 151 - -

Proceeds from disposals of inventories 56 185 - -
Interest received from deposits and investment 72 23 - 4
Purchases of property, plant and equipment (9) (32) - (2)
Repayment by subsidiaries - - - 15,427
Net cash flows generated from investing activities 124 327 - 15,429
FINANCING ACTIVITIES
Interest paid (24,584) (43) - (43)

Repayments of borrowings (26,687) (21,738) - (8,934)
Drawdown of borrowings - 41,480 - -
Repayment of hire purchase creditors (73) (141) - -
Advances received from subsidiaries - - - 407
Repayment to subsidiaries - - - (7,036)
Issue of shares on exercise of warrants - 5 - 5
Repayment to related companies (828) (3,828) - -
Additional of deposits pledged as security (18,907) (13,339) - -
Net cash flows (used in)/generated from financing

activities (71,079) 2,396 - (15,601)

Group Company
2019
RM’000 RM’000 RM’000 RM’000
Net movement in cash and cash equivalents 1,787 2,574 (89) (1,895)
Cash and cash equivalents at the beginning of
the financial year 5,758 3,787 151 2,046
Currency translation differences (1,962) (603) - -
Cash and cash equivalents at the end of the

financial year 20 5,583 5,758 62 151
Reconciliation of liabilities arising from financing activities
Amounts
due to
Term Islamic- Hire related
loan financing purchase companies Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 1 January 2020 94,491 452,957 267 11,540 559,255
Financing activities
Repayments during the year (4,680) (22,007) (74) (828) (27,589)
Drawdown during the year - 24,584 - - 24,584
Interest paid - (24,584) - - (24,584)
Non-cash changes
Foreign exchange movement (2,017) - - - (2,017)
Interest paid 8,037 - 8 - 8,045
At 31 December 2020 95,831 430,950 201 10,712 537,695
At 1 January 2019 96,583 443,165 291 15,368 555,407
Financing activities
Repayments during the year (5,856) (15,882) (141) (3,828) (25,707)
Drawdown during the year - 41,480 120 - 41,600
Interest paid - (15,806) (3) - (15,809)
Non-cash changes
Foreign exchange movement (1,012) - - - (1,012)
Interest paid 4,776 - - - 4,776
At 31 December 2019 94,491 452,957 267 11,540 559,255


Reconciliation of liabilities arising from financing activities (Cont’d)
Amounts
Amounts due to
Islamic- due to related
financing subsidiaries companies Total
RM’000 RM’000 RM’000 RM’000
Company
At 1 January 2020 - 32,252 1,071 33,323
Advances received during the year - 25,604 - 25,604
At 31 December 2020 - 57,856 1,071 58,927
At 1 January 2019 8,934 38,880 1,071 48,885
Repayments during the year (8,934) (17,896) - (26,830)

Drawdown during the year - 11,268 - 11,268
Interest paid (43) - - (43)
Non-cash changes
Interest payable 43 - - 43
At 31 December 2019 - 32,252 1,071 33,323

Notes to the Financial Statements

1. CORPORATE INFORMATION
Zelan Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia, and
listed on the Main Board of Bursa Malaysia Securities Berhad.
The address of the registered office of the Company is 24th Floor, Wisma Zelan, No. 1, Jalan Tasik Permaisuri 2,
Bandar Tun Razak, Cheras, 56000 Kuala Lumpur. The address of the principal place of business is 24th Floor,
Wisma Zelan, No. 1, Jalan Tasik Permaisuri 2, Bandar Tun Razak, Cheras, 56000 Kuala Lumpur.
The principal activity of the Company is that of an investment holding. The principal activities of the subsidiaries
are described in Note 15 to the financial statements and comprise investment holding, property development,
civil engineering and building turnkey contractor, piling and civil engineering contractor, civil technical design
and construction of civil and building works, concession operator, asset and facilities management services,
management and operation of motor vehicles parking facilities, contracting and supplying of building materials
and construction of sewage conveyance system.
There has been no significant change in the nature of these activities of the Group and the Company during the
financial year.
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors
on 31 May 2021.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of preparation
The financial statements of the Group and the Company have been prepared in accordance with the
Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”)
and the requirements of the Companies Act 2016 in Malaysia.
The financial statements have been prepared under the historical cost convention except as disclosed in this
summary of accounting policies.
The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest
thousand (RM’000), except when otherwise indicated.
(i) Cash flows of the Group and the Company
The financial statements have been prepared on the historical cost basis other than as disclosed in Note
2.2 onwards.
The Group and the Company have prepared its financial statements by applying the going concern
assumption, notwithstanding that as at 31 December 2020, the current liabilities of the Group and the
Company exceeded its current assets by RM 175,434,000 (2019: RM 145.591 million) and RM 18.627
million (2019: RM 18.811 million) respectively, thereby indicating the existence of a condition that may
cast significant doubt on the Group’s and the Company’s ability to continue as a going concern.
Notes To The Financial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
2.1 Basis of preparation (Cont’d)
(i) Cash flows of the Group and the Company (Cont’d)
The validity of the going concern assumption is dependent upon the following:
i) ability of the Group to generate sufficient cash from its operations;
ii) Monitor and manage the progress of its existing construction projects. The Group will engage the
project owners on potential extension of time for the on-going projects which may be delayed;
iii) Re-evaluate current contracts to optimise potential revenue and progressively reduce costs on the
job scopes and services provided;
iv) Negotiate with subcontractors on the terms and timing of settlement payments for ongoing and
completed projects; and
v) Receipt of retension sum from the main contractor within 12 months after the current reporting
date for completed projects;
vi) The Group has secured buyers for eleven units and one whole floor of office lots at Wisma Zelan.
Four unit has been secured and received with full payment. Balance seven units are still in the
progress of sales completion and full payment is expected to be received by 3rd quarter of 2021.
The Group will continue to identify potential buyers for existing properties.
As as the date of this report, there is no reason for the Directors to believe that there Group will
not generate sufficient cash from its operations within the next twelve months from the reporting
date to repay the existing borrowings, complete the projects in progress and meet working capital.
Accordingly, the financial statements of the Group does not include any adjustments relating to the
recoverability and classification of recorded asset amounts or to amounts and classification of liabilities
that may be necessary if the Group is unable to continue as a going concern.
(ii) Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year except as
follows:
On 1 January 2020, the Group and the Company adopted the following new and amended MFRS and
Interpretations Committee (“IC”) Interpretations mandatory for annual financial periods beginning on
or after 1 January 2020.
Effective for annual periods

Descriptions beginning on or after
Amendments to MFRS 2 Share-based Payment 1 January 2020
Amendments to MFRS 3 Definition of a Business 1 January 2020
Amendments to MFRS 9, MFRS 139 and MFRS 7: Interest Rate
Benchmark Reform 1 January 2020
Amendments to MFRS 101 and MFRS 108 Definition of Material 1 January 2020
Amendments to MFRS 16: Covid-19-Related Rent Concessions 1 June 2020

(ii) Changes in accounting policies (Cont’d)
The adoption of the above standards and interpretation did not have any material effect on the financial
statements of the Group and of the Company, except as discussed below:
Amendments to MFRS 16: Covid-19-Related Rent Concessions
The Group has elected to early adopt amendment to MFRS 16 “COVID-19 – Related rent concessions”
which will take effect on or after 1 June 2020.
The Group adopted MFRS 16 using the simplified transition approach. In accordance with the transitional
provisions provided in the amendment to MFRS 16, the comparative information was not restated and
continued to be reported under the previous accounting policies in accordance with the remeasurement
of lease liabilities modification principles in MFRS 16.
The Amendments to MFRS 16: Covid-19-Related Rent Concessions does not have any impact to the
Group and the Company.
Voluntary changes to investment properties measured at fair value and property, plant and
equipment for building at revaluation method
MFRS 108 Accounting Policies, Changes in Accounting Estimates and Error (“MFRS 108”) states
that a voluntary change in accounting policy shall be made only if the change results in the financial
statements providing reliable and more relevant information about the effects of transactions, other
events or conditions on the entity’s financial position, financial performance or cash flows.
In current year, the Group has changed the accounting policy of investment properties from cost model
to fair value model. Also, property, plant and equipment from cost model to revaluation model to
reflect the accurate current conditions of those properties that have lengthy useful life.
According to MFRS 140 Investment properties (“MFRS 140”), a gain or loss arising from a change in the
fair value of investment property shall be recognised in profit or loss for the period in which it arises
When a change in accounting policy is applied retrospectively in accordance with paragraph 19(a) or
(b), the entity shall adjust the opening balance of each affected component of equity for the earliest
prior period presented and the other comparative amounts disclosed for each prior period presented
as if the new accounting policy had always been applied except to the extent that it is impracticable to
determine either the period-specific effects or the cumulative effect of the change.
Management has obtained the fair value of the investment properties based on the indicative market
values of these properties provided by the independent third party valuer dated 19 October 2020. The
Group has recognised a fair value gain amounting to RM2,181,000 as at the reporting date.
The prior year’s fair values obtained by the independent third party have been disclosed as per
requirements for investment properties carried at cost. The Group has applied the new policy
retrospectively using this amount being the best estimate of fair value available in prior year.
Similarly, the property, plant and equipment of land and buildings which were previously recognised
using cost model have now been recognised using revaluation model. However, no changes to the
comparative years’ figures in line with MFRS 108 paragraph 17 have been made.

(ii) Standards issued but not yet effective
Voluntary changes to investment properties measured at fair value and property, plant and
equipment for building at revaluation method (Cont’d)
Impact on prior year statements are disclosed at Note 34 to the financial statements.
The carrying amounts and the measurement of investment properties and property, plant and
equipments at fair value model and revaluation model are disclosed at Note 13 and Note 14 to the
financial statements.
Effective for annual periods

Descriptions beginning on or after
MFRS 17 Insurance Contracts 1 January 2023
Amendments to MFRS 3: Reference to Conceptual Framework 1 January 2022
Amendments to MFRS 101: Classification of Liabilities as Current or
Non-current 1 January 2023
Amendments to MFRS 116: Property, Plant and Equipment - Proceeds
before Intended Use 1 January 2022
Amendments to MFRS 137: Onerous Contracts - cost OF Fulfilling a
Contract 1 January 2022
Annual improvements to MFRS 2018 - 2020 1 January 2022
Amendments to MFRS 10 and MFRS 128 Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture Deferred
The Directors expect that the adoption of the above standards, if applicable will have no material
impact on the financial statements of the Group and the Company in the period of initial application.
2.2 Economic entities in the Group
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power to direct the relevant
activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases. The Group applies the acquisition method to
account for business combinations. The consideration transferred for the acquisition of a subsidiary
is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree
and the equity interests issued by the Group. The consideration transferred includes the fair value of
any asset or liability resulting from a contingent consideration arrangement and fair value of any pre-
existing equity interest in the subsidiary. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate
share of the recognised amounts of acquiree’s identifiable net assets.

2.2 Economic entities in the Group (Cont’d)
(i) Subsidiaries (Cont’d)
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of
the identifiable net assets acquired is recognised as goodwill. If the total of consideration transferred,
non-controlling interest recognised and previously held interest measured is less than the fair value of
the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised
directly in the profit or loss.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the carrying value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date, any gains or losses
arising from such remeasurement are recognised in the profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an
asset or liability is recognised in accordance with MFRS 9 in the profit or loss. Contingent consideration
that is classified as equity is not remeasured, and its subsequent settlement is accounted for within
equity.
Inter-company transactions, balances and unrealised gains on transactions between companies within
the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statement of comprehensive income, statement of changes in equity and statement of
financial position respectively.
Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as
transactions with equity owners of the Group. A change in ownership interest results in an adjustment
between the carrying amounts of the controlling and non-controlling interests to reflect their relative
interests in the subsidiary. Any difference between the amounts of the adjustment to non-controlling
interests and any consideration paid or received is recognised in equity attributable to owners of the
Group.

(i) Subsidiaries (Cont’d)
Disposal of subsidiaries
When the Group ceases to consolidate because of a loss of control, any retained interest in the entity
is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair
value becomes the initial carrying amount for the purposes of subsequently accounting for the retained
interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised
in other comprehensive income in respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in other
comprehensive income are reclassified to the profit or loss.
(ii) Associates
Under the equity method, the investment in an associate is initially recognised at cost, and adjusted
thereafter to recognise the Group’s share of the post-acquisition profits or losses of the associate in
profit or loss, and the Group’s share of movements in other comprehensive income of the associate in
other comprehensive income. Dividends received or receivable from an associate are recognised as a
reduction in the carrying amount of the investment.
When the Group’s share of losses in an associate equals or exceeds its interests in the associate,
including any long-term interests that, in substance, form part of the Group’s net investment in the
associate, the Group does not recognise further losses, unless it has incurred legal or constructive
obligations or made payments on behalf of the associate. The Group’s investment in associates includes
goodwill identified on acquisition.
The Group determines at each reporting date whether there is any objective evidence that the
investment in the associate is impaired. An impairment loss is recognised for the amount by which the
carrying amount of the associate exceeds its recoverable amount. The Group presents the impairment
loss adjacent to ‘share of results of associates’ in the statement of comprehensive income.
Profits or losses resulting from upstream and downstream transactions between the Group and its
associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s
interests in the associates.
Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the
asset transferred. Accounting policies of the associates have been changed where necessary to ensure
consistency with the policies adopted by the Group.
When the Group ceases to equity account for its associate because of a loss of significant influence,
any retained interest in the entity is remeasured to its fair value with the change in carrying amount
recognised in the profit or loss. This fair value becomes the initial carrying amount for the purposes of
subsequently accounting for the retained interest as a financial asset. In addition, any amount previously
recognised in other comprehensive income in respect of the entity is accounted for as if the Group had
directly disposed of the related assets or liabilities. This may mean that amounts previously recognised
in other comprehensive income are reclassified to the profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a
proportionate share of the amounts previously recognised in other comprehensive income is reclassified
to the profit or loss where appropriate.
Dilution gains and losses arising in investments in associates are recognised in the profit or loss.

(iii) Joint arrangements
A joint arrangement is an arrangement of which there is contractually agreed sharing of control by

the Group with one or more parties, where decisions about the relevant activities relating to the joint
arrangement require unanimous consent of the parties sharing control. The classification of a joint
arrangement as a joint operation or a joint venture depends upon the rights and obligations of the
parties to the arrangement. A joint venture is a joint arrangement whereby the joint venturers have
rights to the net assets of the arrangement. A joint operation is a joint arrangement whereby the joint
operators have rights to the assets and obligations for the liabilities, relating to the arrangement.
Joint ventures
The Group’s interest in a joint venture is accounted for in the financial statements by the equity method
of accounting. Under the equity method of accounting, interests in joint ventures are initially recognised
at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses
of the joint venture in profit or loss, and the Group’s share of movements in other comprehensive
income of the joint venture in other comprehensive income. When the Group’s share of losses in a joint
venture equals or exceeds its interests in the joint ventures (which includes any long-term interests
that, in substance, form part of the Group’s net investment in the joint ventures), the Group does not
recognise further losses, unless it has incurred legal or constructive obligations or made payments on
behalf of the joint ventures.
The Group determines at each reporting date whether there is any objective evidence that the
investment in the joint venture is impaired. An impairment loss is recognised for the amount by which
the carrying amount of the joint venture exceeds its recoverable amount.
When the Group ceases to equity account its joint venture because of a loss of joint control, any retained
interest in the entity is remeasured to its fair value with the change in carrying amount recognised in
profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently
accounting for the retained interest as a financial asset. In addition, any amount previously recognised
in other comprehensive income in respect of the entity is accounted for as if the Group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
If the ownership interest in a joint venture is reduced but joint control is retained, only a proportionate
share of the amounts previously recognised in other comprehensive income is reclassified to profit or
loss where appropriate.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent
of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures
have been changed where necessary to ensure consistency with the policies adopted by the Group.
Joint operations
In relation to the Group’s interest in the joint operation, the Group recognises its direct right to the
assets, liabilities, revenue and expenses and its share of any jointly held or incurred assets, liabilities,
revenues and expenses.

2.3 Property, plant and equipment
Property, plant and equipment are initially stated at cost. They are subsequently stated at historical cost
less accumulated depreciation and impairment losses. The cost of an item of property, plant and equipment
initially recognised includes its purchase price, import duties, non-refundable purchase taxes and any cost
that is directly attributable to bringing the asset to the location and condition necessary for it to be capable
of operating in the manner intended by management. Cost also include borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset. Refer to accounting policy
Note 2.15 on borrowing costs.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
de-recognised. All other repairs and maintenance are recognised as expenses in profit or loss during the
financial year in which they are incurred.
Increases in the carrying amounts arising on revaluation of land and buildings are recognised, net of tax,
in other comprehensive income and accumulated in reserves in shareholders’ equity. To the extent that
the increase reverses a decrease previously recognised in profit or loss, the increase is first recognised
in profit or loss. Decreases that reverse previous increases of the same asset are first recognised in other
comprehensive income to the extent of the remaining surplus attributable to the asset; all other decreases
are charged to profit or loss. Each year, the difference between depreciation based on the revalued carrying
amount of the asset charged to profit or loss and depreciation based on the asset’s original cost, net of tax,
is reclassified from the property, plant and equipment revaluation surplus to retained earnings.
Gains or losses on disposals are determined by comparing the net proceeds with the carrying amount and
are included in the profit or loss.
Property, plant and equipment are depreciated on the straight line method to allocate the cost or revalued
amounts, to their residual values over their estimated useful lives, summarised as follows:
Depreciation rate
Buildings 2% - 10%
Furniture and fittings 10% - 33%
Motor vehicles 20% - 25%
Office equipment 10% - 33%
Plant and machinery 10% - 33%
Renovation 10% - 20%
Tools and equipment 10% - 33%
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at the end of each
reporting period. The Group carries out an assessment on residual values and useful lives of assets on an
annual basis and there was no adjustment arising from the assessment performed in the financial year.
At the end of the reporting period, the Group assesses whether there is any indication of impairment.
If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is
fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount. Refer to
accounting policy Note 2.8 on impairment of non-financial assets.

2.4 Investment properties
Investment properties carried at cost - prior change in accounting policy during the year
Investment properties, comprising principally office buildings, are held for long-term rental yields or for
capital appreciation or both, and are not occupied by the Group.
Investment properties are measured initially at its cost, including related transaction costs and borrowing
costs if the investment properties meet the definition of qualifying assets.
After initial recognition, investment properties are stated at cost less any accumulated depreciation and
impairment losses. Investment properties are depreciated on the straight line basis to allocate the costs to
their residual values over their estimated useful lives of 50 years.
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable that future
economic benefits associated with the expenditure will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an
investment property is replaced, the carrying amount of the replaced part is derecognised.
Investment property is derecognised either when it has been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Gains or losses on disposals are determined by comparing the net disposal proceeds with the carrying
amount and is included in the profit or loss.
At the end of the reporting period, the Group assesses whether there is any indication of impairment.
If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is
fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount. Refer to
accounting policy Note 2.8 on impairment of non-financial assets.
Investment properties carried at cost - post change in accounting policy during the year
Subsequently, investment properties are measured at fair value with any changes in therein recognised for
profit or loss for the period in which they arise. Where the fair value of the investment properties under
construction is not reliably determinable, the investment properties under construction is measured at cost
until fair value becomes reliably determinable or constructions complete, whichever is earlier.
When an item of inventories is transferred to investment properties following a change of its use, any
difference arising as at the date of transfer between the carrying amount of the item immediately prior to
the transfer and its fair value is recognised directly in equity as revaluation of property, plant and equipment.
However, if a fair value gain reverses a previous impairment loss, the gain is recognised as profit or loss. Upon
disposal of an investment property, any surplus previously recorded in equity, is transferred to retained
earnings; the transfer is not made through profit or loss.
When the use of a property changes that is is reclassified as inventories or property, plant and equipment,
its fair value at the date of reclassification becomes its cost for subsequent accounting.

2.5 Leases
The Group and the Company assess at contract inception whether a contract is, or contains, a lease. That is,
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
For a contract that contains a lease component and non-lease components, the Group and the Company
allocate the consideration in the contact to each lease and non-lease component on the basis of their
relatives stand alone prices.
As a lessee
The Group and the Company apply a single recognition and measurement approach for all lease, except for
short term leases and leases of low-value- asset. The Group and the Company recognise lease liablities to
make lease payments and right-of-use assets representing the right to use the underlying assets.
(i) Right-of-use assets
The Group and the Company recognise right-of-use assets at the commencement date of the lease.
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the
amount of lease liabilities recognised. Initial direct costs, incurred, and lease payments made at or
before commmencement date less any lease incentives received. Right-of-use assets are depreciated
on straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
If the ownership of the leased assets transfer to the Group and the Company at the end of the lease term
or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated
useful life of the asset.
(ii) Lease liabilities
At the commencement date of the lease, the Group and the Company recognise lease liablities measured
at the present value of lease payments to be made over the lease term.
The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or rate, and amounts expected
to be paid under residual value guarantees. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised by the Group and the Company and payments of
penalties for terminating the lease, if the lease terms reflects the Group and the Company exercising
the option to terminate.
Variable lease payments that do not depend on an index or a rate recognised as expenses (unless they
are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.

2.5 Leases (Cont’d)
As a lessee (Cont’d)
(ii) Lease liabilities (Cont’d)
In calculating the present value of lease payments, the Group and the Company use its incremental
borrowing rate at the lease commencement date because the interest rate implicit in the lease is not
readily determinable. After the commencement date, the amount of lease liabilities is increased to
reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change
in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used
to determine such lease payments) a change in the assessment of an option to purchase the underlying
asset.
(iii) Short-term leases and leases of low-value
The Group and the Company have elected not to recognise right-of-use assets and lease liabilities for
the short-term leases that have a lease term of 12 months or less and leases of low-value assets. The
Group and the Company recognise lease payments associated with these leases as an expense over the
lease term.
(iv) Extension options
The Group and the Company, in applying their judgement, determine the lease term as the non-
cancellable term of the lease, together with any periods covered by an option to terminate the lease, if
it is reasonably certain not to be exercised.
The Group and the Company apply judgement in evaluating whether it is reasonably certain whether or
not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that
creates an economic incentive for it to exercise either the renewal or termination.
After the commencement date, the Group and the Company reassess the lease term if there is a
significant event or change in circumstances that is within its control and affects its ability to exercise
or not to exercise the option to renew or to terminate.
As a lessor
Leases in which the Group and the Company do not transfer substantially all the risks and rewards
incidental to ownership of an assets are classified as operating leases. Rental income arising is accounted
for an on a straight-line basis over the lease terms and is included in revenue in the statement of profit
or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating
lease are added to the carrying amount of the leased asset and recognised over the lease term on the
same basis as rental income. Contingent rents are recognised as revenue in the period in which they are
earned.

2.6 Investments in subsidiaries, joint ventures and associates in separate
In the Company’s separate financial statements, investments in subsidiaries, joint ventures and associates
are carried at cost less accumulated impairment losses. On disposal of investments in subsidiaries, joint
ventures and associates, the difference between the disposal proceeds and the carrying amounts of the
investments are recognised in profit or loss.
The amounts due from subsidiaries of which the Company does not expect repayment in the foreseeable
future are considered as part of the Company’s investments in subsidiaries.
2.7 Goodwill
Goodwill arises from a business combination and represents the excess of the aggregate of the fair value
of consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value
of any previous equity interest in the acquiree over the fair value of the net identifiable assets acquired and
liabilities assumed.
If the fair value of consideration transferred, the amount of non-controlling interest and the fair value of
previously held interest in the acquiree are less than the fair value of the net identifiable assets of the
acquiree, the resulting gain is recognised in profit or loss.
Goodwill is not amortised but it is tested for impairment annually or more frequently if events or changes in
circumstances indicate that it might be impaired, and carried at cost less accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of
the cash generating units (“CGUs”), or groups of CGUs, that is expected to benefit from the synergies of the
combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within
the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at
the operating segment level. Refer to accounting policy Note 2.8 on impairment of non-financial assets.
The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use
and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not
subsequently reversed.
In respect of associates and joint arrangements, the carrying amount of goodwill is included in the carrying
amount of investments in the associates and joint ventures. Such goodwill is tested for impairment as part
of the overall balance.

2.8 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows which are largely independent of the cash inflows from other assets or
group of assets (cash generating units). Non-financial assets other than goodwill that suffered an impairment
are reviewed for possible reversal of the impairment at each reporting date.
The impairment loss is charged to the profit or loss unless it reverses a previous revaluation in which case
it is charged to the revaluation surplus. Impairment losses on goodwill are not reversed. In respect of other
assets, any subsequent increase in recoverable amount is recognised in profit or loss unless it reverses an
impairment loss on a revalued asset in which case it is taken to revaluation surplus reserve.
2.9 Inventories
Completed properties
Completed properties for sale are stated at the lower of cost and net realisable value. The cost of completed
properties for sale comprises cost associated with the acquisition of land, direct costs and an appropriate
proportion of allocated costs attributable to property development activities.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of
completion and the estimated costs necessary to make the sale.

2.10 Contract assets and contract liabilities
For each contract, contract asset is where the net amount of costs incurred plus recognised profits (less
recognised losses) exceeds progress billings. Where progress billings exceed costs incurred plus recognised
profits (less recognised losses), the net amount is presented as contract liability. Contract liability includes
downpayments received from customers and other deferred income where the Group has billed or has
collected the payment before the goods are delivered or services are provided to the customers.
Refer to accounting policy Note 2.23 on impairment of contract assets.
2.11 Trade and other receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the
ordinary course of business. Other receivables generally arise from transactions outside the usual operating
activities of the Group. If collection is expected in one year or less (or in the normal operating cycle of the
business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, where they are recognised at fair value plus transaction costs.
Other receivables are recognised initially at fair value plus transaction costs. Transaction costs include
transfer taxes and duties.
Trade and other receivables are subsequently measured at amortised cost using the effective interest
method, less loss allowance. Refer to accounting policy Note 2.23 on impairment of financial assets.
2.12 Cash and cash equivalents
For the purpose of the statements of cash flows, cash and cash equivalents are held for the purpose
of meeting short-term cash commitments rather than for investment or other purposes. Cash and cash
equivalents comprise cash on hand, deposits held at call with financial institutions, other short term, highly
liquid investments with original maturities of 3 months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
Bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management
are included as a component of cash and cash equivalents in the statements of cash flows. In the statements
of financial position, banks overdrafts are shown within borrowings in current liabilities.
For the purpose of the statements of cash flows, cash and cash equivalents are presented net of pledged
deposits and bank overdrafts.

2.13 Share capital
Ordinary shares as classified as equity.
Dividends distribution
Liability is recognised for the amount of any dividend declared, being appropriately authorised and no
longer at the discretion of the Company, on or before the end of the reporting period but not distributed at
the end of the reporting period.
Distribution to holders of an equity instrument is recognised directly in equity.
2.14 Earnings/loss per share
(i) Basic earnings per share
Basic earnings/loss per share is calculated by dividing:
• the profit/loss attributable to owners of the Company, excluding any costs of servicing equity
other than ordinary shares; and
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the financial year and excluding treasury
shares.
(ii) Diluted earnings/loss per share
Diluted earnings/loss per share adjusts the figures in the determination of basic earnings/loss per share
to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares; and
• the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
2.15 Borrowings and borrowings costs
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in profit or loss over the period of the borrowings using the
effective interest method.
(i) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in profit or loss over the period of the borrowings
using the effective interest method.

2.15 Borrowings and borrowings costs (Cont’d)
(i) Borrowings (Cont’d)
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to
the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee
is capitalised as prepayment until the draw down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for
liquidity services and amortised over the period of the facility to which it relates.
Borrowings are removed from the statement of financial position when the obligation specified in
the contract is discharged, cancelled or expired. The difference between the carrying amount of the
borrowings that has been extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss within
finance costs.
Where the terms of borrowings are renegotiated and the entity issues equity instruments to a creditor
to extinguish all or part of the borrowings (debt for equity swap), a gain or loss is recognised in profit
or loss, which is measured as the difference between the carrying amount of the borrowings and the
fair value of the equity instruments issued.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
(ii) Borrowing costs
General and specific borrowing costs 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 added to the costs of those assets, until such time as the assets are
substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
2.16 Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits that are expected
to be settled wholly within 12 months after the end of the financial year in which the employees render the
related service are recognised in respect of employees’ services up to the end of the reporting period and
are measured at the amounts expected to be paid when the liabilities are settled.

2.16 Employee benefits (Cont’d)
Post-employment benefits plan – defined contribution plan
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate
entity (a fund) on a mandatory, contractual or voluntary basis and the Group has no legal or constructive
obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees
benefits relating to employee service in the current and prior periods.
The defined contribution plan of the Group relates to the contribution to the Employee Provident Fund
(“EPF”), the national defined contribution plan.
The Group’s contributions to the defined contribution plan are charged to profit or loss in the financial year
to which they relate. Once the contributions have been paid, the Group has no further payment obligations.
2.17 Current and deferred income tax
Tax expense for the financial year comprises current and deferred tax. The income tax expense or credit for
the financial year is the tax payable on the current year’s taxable income based on the applicable income tax
rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary
differences and to unused tax losses. Tax expense is recognised in profit or loss, except to the extent that it
relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also
recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at
the end of the reporting period in the countries where the Company and its subsidiaries, joint ventures and
associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities. This liability is measured using the single best
estimate of the most likely outcome.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the
amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial
statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of
goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting
nor taxable profit or loss. Deferred tax is determined using tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period and are expected to apply when the related
deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, unused tax losses or unused tax credits can be utilised.

2.17 Current and deferred income tax (Cont’d)
Deferred tax liability is recognised for all taxable temporary differences associated with investments in
subsidiaries, associates, joint ventures or joint operations except where the timing of the reversal of the
temporary difference is controlled by the parent, investor, joint venture or joint operator and it is probable
that the temporary difference will not reverse in the foreseeable future. Generally the investor, joint venture
or joint operator is unable to control the reversal of the temporary differences for associates, joint ventures
or joint operations. Only where there is an agreement in place that gives the investor, joint venture or
joint operator the ability to control the reversal of the temporary differences, a deferred tax liability is not
recognised.
Only where there is an agreement in place that gives the investor, joint venture or joint operator the ability
to control the reversal of the temporary differences, a deferred tax liability is not recognised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments
in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary
differences will reverse in the future and there is sufficient taxable profit available against which the
deductible temporary difference can be utilised.
Deferred and income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate
to taxes levied by the same taxation authority on either the taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
2.18 Provisions
Provisions are recognised when:
• the Group has a present legal or constructive obligation as a result of past events;
• it is probable that an outflow of resources will be required to settle the obligation; and
• a reliable estimate of the amount can be made.
Where the Group expects a provision to be reimbursed by another party, the reimbursement is recognised
as a separate asset but only when the reimbursement is virtually certain. Provisions are not recognised for
future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement
is determined by considering the class of obligations as a whole. A provision is recognised even if the
likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditures expected
to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the obligation. The increase in the provision due to passage of
time is recognised as finance cost expense.

2.19 Contingent liabilities and contingent assets
The Group does not recognise contingent assets and liabilities but discloses its existence in the financial
statements.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Group or a present obligation that is not recognised because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent liability also arises in the extremely rare case where
there is a liability that cannot be recognised because it cannot be measured reliably. However, contingent
liabilities do not include financial guarantee contracts.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The
Group does not recognise contingent assets but discloses its existence where inflows of economic benefits
are probable, but not virtually certain.
2.20 Foreign currencies
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (the “functional currency”). The financial
statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation
currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions or valuation where the items are remeasured. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the translation using the year-end
exchange rates of the monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in
profit or loss within finance cost. All other foreign exchange gains and losses are presented in profit or loss
on a net basis within other operating expenses.

2.20 Foreign currencies (Cont’d)
Group entities
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated at the closing rate
at the date of that statement of financial position;
• income and expenses for each statement of comprehensive income presented are translated at average
exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case income and expenses are translated at the rate
on the dates of the transactions); and
• all resulting exchange differences are recognised as a separate component of other comprehensive
income.
2.21 Revenue and other income
Revenue from contracts with customers
Revenue from contracts with customers is recognised by reference to each distinct performance obligation
in the contract with customer. Revenue from contracts with customers is measured at its transaction price,
being the amount of consideration which the Group expects to be entitled in exchange for transferring
promised goods or services to a customer, net of goods and service tax, returns, rebates and discounts.
Transaction price is allocated to each performance obligation on the basis of the relative standalone selling
prices of each distinct good or services promised in the contract. Depending on the substance of the
contract, revenue is recognised when the performance obligation is satisfied, which may be at a point in
time or over time.
The Group recognises revenue from contracts with customers for the provision of services and sale of goods
based on the five-step model as set out below:
(a) Identify contract with a customer
A contract is defined as an agreement between two or more parties that creates enforceable rights and
obligations and sets out the criteria that must be met.
(b) Identify performance obligations in the contract
A performance obligation is a promise in a contract with a customer to transfer a good or service to the
customer.

2.21 Revenue and other income (Cont’d)
Revenue from contracts with customers (Cont’d)
(c) Determine the transaction price
The transaction price is the amount of consideration to which the Group expects to be entitled in
exchange for transferring promised goods or services to a customer, excluding amounts collected on
behalf of third parties.
If the consideration in a contract includes a variable amount, the Group estimates the amount of
consideration to which it will be entitled in exchange for transferring the goods or services to the
customer. The variable consideration is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not
occur when the associated uncertainty with the variable consideration is subsequently resolved.
(d) Allocate the transaction price to the performance obligation in the contract
For a contract that has more than one performance obligation, the Group allocates the transaction
price to each performance obligation in an amount that depicts the amount of consideration to which
the Group expects to be entitled in exchange for satisfying each performance obligation.
(e) Recognise revenue when (or as) the Group satisfies a performance obligation
The Group satisfies a performance obligation and recognise revenue over time if the Group’s
performance:
(i) Do not create an asset with an alternative use to the Group and has an enforceableright to payment
for performance obligation completed to-date; or
(ii) Create or enhance an asset that the customer controls as the asset is created or enhanced; or
(iii) Provide benefits that the customer simultaneously receives and consumes as the Group performs.
For performance obligations where any one of the above conditions are met, revenue is recognised over
time at which the performance obligation is satisfied.
For performance obligations that the Group satisfies over time, the Group determined that the input method
is the best method in measuring progress of the services because there is direct relationship between the
Group’s effort and the transfer of service to the customer.
The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from
contracts with customers are provided in Note 3.

The following describes the performance obligation in contracts with customers:
(i) Construction contracts
The Group’s revenue from construction contracts is measured at fixed contract prices under the
respective agreements with the project owners. The revenue from construction contracts is measured
at the fixed transaction price agreed net of expected liquidated ascertained damages (“LAD”) payment,
based on the expected value method.
Revenue from construction contract is recognised as and when the control of the asset is transferred to
the customer and it is probable that the Group will collect the consideration to which it will be entitled
in exchange for the asset that will be transferred to the customer. Control of the asset is transferred
over time if the Group’s performance does not create an asset with an alternative use to the Group
and the Group has an enforceable right to payment for performance completed to-date. The Group
recognises revenue over the period of the contract by reference to the progress towards complete
satisfaction of that performance obligation.
The Group recognises revenue over time using the input method, which is based on the contract costs
incurred up to the end of the reporting period as a percentage of total estimated costs for each contract.
Costs incurred in the financial year in connection with future activity on a contract are excluded from
the contract costs in determining the stage of completion. Such costs are presented as contract assets.
Refer to accounting policy Note 2.10 on contract assets and contract liabilities.
(ii) Sale of completed properties
The Group recognises revenue from sales of completed properties at a point in time when the control of
the properties has been transferred to the purchasers, being when the properties have been delivered
to the purchasers and it is probable that the Group will collect the considerations to which it will be
entitled to in exchange for the assets sold.
(iii) Concession arrangement
Under the Concession Agreement, the Group is engaged to construct the facilities and infrastructure
and provide asset management services which are separate performance obligations. The fair value
of revenue, which is based on fixed price under the agreement have been allocated based on relative
standalone selling price of the considerations for each of the separate performance obligations. The
Group recognised construction revenue over time as the project constructed has no alternative use to
the Group and the Group has an enforceable right to the payment for the performance completed to-
date. The stage of completion is measured using the input method as disclosed in Note 2.21(i) above.
The Group recognises revenue from the provision of asset management services over the period in
which the services are rendered.

The following describes the performance obligation in contracts with customers: (Cont’d)
(iv) Car park rental
The Group recognises car park rental income from its management and operation of motor vehicles
parking facilities. Car park rental income can be charged either on a fixed monthly amount which is
collected in advance or based on fixed hourly rate for each entry into the parking facility. Revenue from
car park rental income is recognised over the period in which the services are rendered.
Other income
Other income earned by the Group are recognised on the following bases:
• Interest income
Interest income from deposits at licensed financial institutions are recognised on an accrual basis, using
the effective interest method.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of
a financial asset except for financial assets that subsequently become credit-impaired. For credit-
impaired financial assets the effective interest rate is applied to the net carrying amount of the financial
asset (after deduction of the loss allowance).
• Rental income
Rental income from rental of premises is recognised over the term of the lease on a straight-line basis.
2.22 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the board of directors that
makes strategic decisions.
2.23 Financial assets
(i) Classification
The Group classifies its financial assets as amortised cost.
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which
the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.

2.23 Financial assets (Cont’d)
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable
to the acquisition of the financial asset.
Debt instruments - amortised cost
Subsequent measurement of debt instruments depends on the Group’s business model for managing
the asset and the cash flow characteristics of the asset. The Groupreclassifies debt instruments when
and only when its business model for managing those assets changes.
The Group measures its debt instruments at amortised cost.
Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest (“SPPI”) are measured at amortised cost. Interest income from these
financial assets is included in finance income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss together with foreign exchange gains
and losses. Impairment losses are presented as separate line item in the statement of comprehensive
income.
(iv) Subsequent measurement - impairment for debt instruments
The Group assesses on a forward looking basis the expected credit loss (“ECL”) associated with its
debt instruments carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
The Group has the following types of financial instruments that are subject to the ECL model are
intercompany receivables.
• Trade receivables
• Other receivables
• Intercompany receivables
• Contract assets
• Advances to subcontractors
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the
identified impairment loss was immaterial.
ECL represent a probability-weighted estimate of the difference between present value of cash flows
according to contract and present value of cash flows the Group expects to receive, over the remaining
life of the financial instrument.

(iv) Subsequent measurement - impairment for debt instruments (Cont’d)
The measurement of ECL reflects:
• an unbiased and probability-weighted amount that is determined by evaluating a range of possible

outcomes;
• the time value of money; and
• reasonable and supportable information that is available without undue cost or effort at the
reporting date about past events, current conditions and forecasts of future economic conditions.
The ECL approach can be classified into the categories below:
• General 3-stage approach for other receivables and intercompany receivables that are non-trade
in nature and advances to subcontractors
At each reporting date, the Group measures ECL through loss allowance at an amount equal to
12 month ECL if credit risk on a financial instrument or a group of financial instruments has not
increased significantly since initial recognition. For all other financial instruments, a loss allowance
at an amount equal to lifetime ECL is required. Note 32(iv) sets out the measurement details of ECL.
• Simplified approach for trade receivables and contract assets
The Group applies the MFRS 9 simplified approach to measure ECL which uses a lifetime ECL for
all trade receivables and contract assets. Note 32(iv) sets out the measurement details of ECL.
Significant increase in credit risk
The Group considers 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 compares 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 supportable forward-looking information. The following indicators
are incorporated:
• external credit rating (as far as available)

• actual or expected significant adverse changes in business, financial or economic conditions that
are expected to cause a significant change to the debtor’s ability to meet its obligations
• actual or expected significant changes in the operating results of the debtor
• significant increases in credit risk on other financial instruments of the same debtor
• significant changes in the value of the collateral supporting the obligation or in the quality of third-
party guarantees or credit enhancements
• significant changes in the expected performance and behaviour of the debtor, including changes
in the payment status of debtor in the group and changes in the operating results of the debtor.
Macroeconomic information (such as market interest rates or growth rates) is incorporated.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more
than 30 days past due in making a contractual payment.

(iv) Subsequent measurement - impairment for debt instruments (Cont’d)
Definition of default and credit-impaired financial assets
The Group defines a financial instrument as default, which is fully aligned with the definition of credit-
impaired, when it meets one or more of the following criteria:
• Quantitative criteria
The Group defines a financial instrument as default, when the counterparty fails to make contractual
payment within 90 days of when they fall due.
• Qualitative criteria
The debtor meets unlikeliness to pay criteria, which indicates the debtor is in significant financial
difficulty. The Group considers the following instances:
• the debtor is in breach of financial covenants

• concessions have been made by the lender relating to the debtor’s financial difficulty
• it is becoming probable that the debtor will enter bankruptcy or other financial reorganisation
• the debtor is insolvent
Financial instruments that are credit-impaired are assessed on an individual basis.
• Individual assessment
Intercompany receivables are assessed on an individual basis for ECL measurement, as credit risk
information is obtained and monitored based on each amount.
(v) Write-off
Trade receivables and contract assets
Trade receivables and contract assets are written off when there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the
failure of a debtor to engage in a repayment plan with the Group.
Impairment losses on trade receivables and contract assets are presented as net impairment losses
within other operating (expenses)/income. Subsequent recoveries of amounts previously written off
are credited against the same line item.
The Group writes off financial assets, in whole or in part, when it has exhausted all practical recovery
efforts and has concluded there is no reasonable expectation of recovery. The assessment of no
reasonable expectation of recovery is based on unavailability of debtor’s sources of income or assets
to generate sufficient future cash flows to repay the amount. The Group may write off financial assets
that are still subject to enforcement activity.

2.24 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount presented in the statements of financial position
when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle
on a net basis, or realise the asset and settle the liability simultaneously. The legally enforceable right must
not be contingent on future events and must be enforceable in the normal course of business and in the
event of default, insolvency or bankruptcy.
2.25 Trade and other payables
Trade payables are liabilities to pay for goods or services provided to the Group prior to the end of the
financial year which are unpaid.
Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value net of transaction costs incurred, which include transfer
taxes and duties. Trade payables are subsequently measured at amortised cost using the effective interest
method.
2.26 Warrants reserve
Proceeds from the issuance of warrants, net of issuance costs, are credited to warrants reserve which is non-
distributable. Warrants reserve is transferred to share capital upon the exercise of the warrants. Warrants
reserve in relation to unexercised warrants at the expiry of the warrants period is transferred to retained
earnings.
2.27 Zakat
This represents business zakat payable by the Group. Zakat in the form of contribution is calculated according
to the principles of Syariah.
2.28 Current versus non-current classification
The Group and the Company present assets and liabilities in the statements of financial position based on
current/non-current classification. An asset is current when it is:
- Expected to be realised or intended to be sold or consumed in the normal operating cycle;

- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period; or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.
All other assets are classified as non-current.


2.28 Current versus non-current classification (Cont’d)
A liability is current when:
- It is expected to be settled in the normal operating cycle;

- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period; or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period.
The Group and the Company classify all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated by the Directors and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, rarely equal the related actual results. To enhance the information content of the estimates, certain key
variables that are anticipated to have material impact to the Group’s results and financial position are tested for
sensitivity to changes in the underlying parameters. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
outlined below.
(i) Recoverability of the receivable balance from a project owner of the Group’s project in Abu Dhabi
As disclosed in Note 18(vi) to the financial statements, the Arbitral Tribunal of the International Chamber
of Commerce (“ICC”) awarded the sum of AED256.1 million (approximately RM285.4 million) to the Group
which included interests up to 1 June 2019 and further interests at 9% until full payment of the awarded sum.
However, the project owner filed Grievance Application to the Abu Dhabi Commercial Court of Appeal
(“ADCCA”) on 10 June 2020. The said Grievance Application was dismissed by the ADCCA on 14 July 2020.
Dissatisfied with the decision, the project owner then filed an appeal on its Grievance Application to the
Cassation Court in Abu Dhabi (“CAC”) on 3 August 2020. The CAC dismissed the project owner’s appeal on
Grievance Application on 25 October 2020. Accordingly, the Execution Court in Abu Dhabi had proceeded
with the execution process of the Award by issuing an Order for Attachment of all bank accounts owned
by the Project Owner through the United Arab Amirates (“UAE”) Central Bank in Abu Dhabi on 25 October
2020.
Arising from the duration of the legal enforcement process against the project owner based on advice from
the external solicitor and the timing of subsequent recovery from the date of the Award is enforced to the
reporting date, it is too remote to establish the extent of the impairment as at the audit report date. Hence,
no impairment has been recognised in the financial statements for the financial year ended 31 December
2020. The expected timing of the recovery of the award has been considered in arriving at the classification
of the net receivables by discounting to reflect time value of money. The Directors are confident of the
eventual recovery of the receivable balance from the project owner.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)
Critical accounting estimates and assumptions (Cont’d)
(i) The carrying amounts of the Group’s and the Company’s receivables as at the reporting date are disclosed
in Note 18.
(ii) Construction contracts
The Group recognises contract revenue based on input method. The stage of completion is measured by
reference to the contract costs incurred up to reporting date as a percentage of total estimated costs
for each contract. Significant judgement is required in determining the stage of completion, the extent of
the contract costs incurred, the estimated total contract costs, the profitability of the contracts, including
the foreseeable losses, potential claims (variation orders) to owners of the projects and counter claims
from subcontractors and liquidated ascertained damages (“LAD”) based on expected completion dates of
the contracts. In making this judgement, the Directors took into consideration the current circumstances
and relied on input from the Group’s project managers, external consultants, where appropriate, and past
experience. In addition, in determining the provision for LAD to be recorded, the Directors also assessed
the ability of the Group to recover from the subcontractors, the potential LAD imposed on the Group by the
project owners for delays in projects caused directly by the subcontractors.
The carrying amounts of the Group’s and the Company’s contract assets and contract liabilities as at the
reporting date are disclosed in Note 19.
(iii) Contingent liabilities
Recognition and measurement for contingent liabilities is based on management’s view of the expected
outcome of the contingencies after consulting legal counsel for litigation cases and experts, internal and
external to the Group, for matters in the ordinary course of business.
The Group’s material litigations are as shown in Note 28 to the financial statements.

4. REVENUE
Disaggregation of revenue from contracts with customers:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Revenue from contracts with customers:

Construction contracts 25,299 55,476 - -
Asset management service 24,801 23,321 - -
Car park rental income 647 743 - -
50,747 79,540 - -
Revenue from other sources:
Rental income 1,182 1,225 - -
51,929 80,765 - -
The Group derives revenue from contracts with customers over time in Malaysia.
5. COST OF SALES
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Construction contract costs 24,709 41,900 - -

Asset management service 12,552 11,942 - -
Others 184 175 - -
37,445 54,017 - -
Construction contract costs for the financial year include the following:
2020 2019
RM’000 RM’000
Rental of premises 86 115

Interest expenses on hire purchase (Note 6) 4 10
Staff costs (Note 8) 2,139 3,885

6. FINANCE INCOME AND FINANCE COSTS
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Finance income
Interest income 70 19 - -
Profit from Islamic deposits 2 4 - 4
Accretion of interest on trade receivables 23,982 25,663 - -
24,054 25,686 - 4
Finance costs
Interest expense 32,628 38,387 - 43
Unwinding of discounts on trade payables 2,522 1,249 - -
Less: Interest expenses included in cost of sales
(Note 5) (4) (10) - -
35,146 39,626 - 43
7. PROFIT/(LOSS) BEFORE ZAKAT AND TAXATION
In addition to those items disclosed in the statements of comprehensive income, profit/(loss) before zakat and
taxation is arrived at after charging/(crediting):
Group Company
2019
2020 (Restated) 2020 2019
RM’000 RM’000 RM’000 RM’000
Auditors’ remuneration (Note 10)

- statutory audit 303 307 100 100
Directors’ remuneration (Note 9) 708 761 708 761
Property, plant and equipment (Note 13):
- depreciation 189 264 1 2
- gain on disposals (5) (151) - -
Net gain on revaluation of investment
properties (Note 14) 2,181 7,607 - -
Net income recognised from arbitration award (67,705) - - -
Gain on unrealised foreign exchange (600) (1,090) - -
Loss on unrealised foreign exchange 4,265 1,815 - -

Rental of land and premises 65 146 - -
Rental income on premises - (806) - -
Staff costs 7,294 10,508 2,274 2,313

8. STAFF COSTS
Staff costs excluding Directors’ remuneration, are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Wages and salaries 4,873 6,521 1,807 1,828
Defined contribution retirement plan 650 1,006 261 279
Other employee benefits 1,771 2,981 206 206
7,294 10,508 2,274 2,313
Staff costs for the financial year are allocated as

follows:
- administrative expenses 5,155 6,623 2,274 2,313
- cost of sales 2,139 3,885 - -
7,294 10,508 2,274 2,313
9. DIRECTORS’ REMUNERATIONS
The aggregate amount of emoluments received/receivable by the Directors of the Group and the Company
during the financial year was as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Non-executive Directors:
- fees 361 361 361 361
- other emoluments 347 400 347 400
708 761 708 761
10. AUDITORS’ REMUNERATIONS
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Al Jafree Salihin Kuzaimi PLT

Statutory audit - current year 248 245 100 100
Firms other than member firms of Al Jafree

Salihin Kuzaimi PLT
Statutory audit - current year 55 62 - -
Others 45 45 45 45

11. TAXATION
Group Company
2019
2020 (Restated) 2020 2019
RM’000 RM’000 RM’000 RM’000
Current tax
Malaysian tax:
- Current financial year 1,000 2,786 127 -
- Under/(over) accrual in the prior financial
year (**) 4,856 (2) - -
5,856 2,784 127 -
Deferred tax
- Origination and reversal of temporary
differences (Note 26) 40 95 - -
5,896 2,879 127 -
The explanation of the relationship between tax

expenses and loss before taxation and after
zakat is as follows:
Profit/(loss) before taxation and after zakat 42,101 13,155 308 (7,423)
Tax calculated at the Malaysian tax rate of 24%

(2019: 24%) 10,104 3,157 74 (1,782)
Tax effects of:

- share of results of associates 40 12 - -
- expenses not deductible for tax purposes 10,121 479 53 2,644
- income not subject to tax (17,879) (767) - (862)
- temporary differences and tax losses not
recognised (1,346) - - -
- under accruals in prior financial year 4,856 (2) - -
Tax expense 5,885 2,879 127 -
** In accordance to the Inland Revenue Board via its letter dated 9 December tp Zelan Construction Sdn. Bhd.
(“ZCSB”) ,there is an overdeduction claim made in on the group relief in relation to its business tax losses
being surrendered to Zelan Holdings Sdn Bhd (“ZHSB”) in Year Assessment 2014. ZCSB is instructed to
make payments in 25 instalments from 15 November 2020 to 15 October 2023. Similar provision is made
under ZHSB.

11. TAXATION (CONT’D)
Group
2020
RM’000
Payable
Within 1 year 1,192
More than 1 year 3,436
4,628
12. PROFIT/(LOSS) PER SHARE
(a) Basic
The calculation of basic profit per share of the Group is calculated by dividing the net profit attributable
to the ordinary equity holders of the Company for the financial year of RM35,161,000 (2019: net profit of
RM2,661,000) by the weighted average number of ordinary shares in issue during the financial year of
844,921,250 (2019: 844,921,250).
Group
2019
2020 (Restated)
RM’000 RM’000
Net profit/(loss) attributable to equity holders of the Company 36,215 10,268
RM’000 RM’000
Weighted average number of ordinary shares in issue 844,921 844,921
Sen Sen
Basic and diluted profit per share attributable to equity holders of the
Company 4.29 1.22
(b) Diluted
For the diluted earnings per share calculation, the weighted average number of ordinary shares in issue is
adjusted to assume conversion of all dilutive potential ordinary shares.
There is no dilution in the earnings per share of current and previous year end as there are no dilutive
potential ordinary shares outstanding at the end of reporting period, and therefore the basic and the diluted
earnings per share is the same.
13. PROPERTY, PLANT AND EQUIPMENT
120
Furniture
and Motor Office Plant and Tools and
Buildings fittings vehicles equipment machinery Renovation equipment Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Net book value

At 1 January 2020 2,123 - 288 108 - 4 32 2,555
Revaluation surplus 1,155 - - - - - - 1,155
Addition - - - 9 - - - 9
Depreciation charge (19) - (121) (47) - (1) (1) (189)
At 31 December 2020 3,259 - 167 70 - 3 31 3,530
At 31 December 2020
Cost 4,212 1,177 3,198 6,690 12,394 1,515 15,144 44,331
Accumulated depreciation
and impairment loss (953) (1,177) (3,031) (6,621) (12,394) (1,512) (15,113) (40,801)
Net book value 3,259 - 167 69 - 3 31 3,530
Net book value

At 1 January 2019 2,178 - 314 122 - 7 42 2,663
Addition - - 124 28 - - - 152
Translation reserve - - - - - - 4 4
Depreciation charge (55) - (150) (42) - (3) (14) (264)
At 31 December 2019 2,123 - 288 108 - 4 32 2,555
At 31 December 2019
Cost 3,057 1,177 3,198 6,682 12,394 1,515 15,144 43,167
Accumulated depreciation
and impairment loss (934) (1,177) (2,910) (6,574) (12,394) (1,511) (15,112) (40,612)
Net book value 2,123 - 288 108 - 4 32 2,555


13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Office
Buildings equipment Renovation Total
RM’000 RM’000 RM’000 RM’000
Company
Net book value

At 1 January 2020 - 6 - 6
Depreciation charge (1) (1)
At 31 December 2020 - 5 - 5
At 31 December 2020
Cost 40 634 30 704
Accumulated depreciation (40) (629) (30) (699)
Net book value - 5 - 5
Net book value

At 1 January 2019 - 6 - 6
Additions - 2 - 2
Depreciation charge - (2) - (2)
At 31 December 2019 - 6 - 6
At 31 December 2019
Cost 40 634 30 704
Accumulated depreciation (40) (628) (30) (698)
Net book value - 6 - 6
Depreciation charge for the financial year is allocated as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Administrative expenses 55 105 1 2

Cost of sales (Note 6) 134 159 - -
189 264 1 2

13. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
The net book value of certain assets of the Group which were acquired under hire purchase arrangements at the
end of the reporting period amounted to RM142,000 (2019: RM267,000).
The Group’s properties with net book values amounting to RM3,259,000 (2019: RM2,123,000) have been pledged
against the Group’s borrowings at the end of the reporting period.
14. INVESTMENT PROPERTIES
Group
2020 2019
RM’000 RM’000
Cost 23,186 15,786

Less: Accumulated depreciation - -
Net book value 23,186 15,786
The movement of the carrying value of the investment properties is as follows:
Group
2019
2020 (Restated)
RM’000 RM’000
Net book value

At the beginning of the financial year 15,786 11,719
Gain on revaluation (Note 7) 2,181 4,067
Transferred from inventory (Note 21) 5,219 -
At the end of the financial year 23,186 15,786
The fair value of the investment properties, categorised under Level 2 of the fair value hierarchy, was estimated
at RM23,185,504 (2019: RM15,786,000) based on the valuations by IPC Island Property Consultants Sdn Bhd
(Registration Number: VE(1)0099/1) an independent and professionally qualified valuer. Valuations were based
on open market basis by reference to observable prices in an active market or recent market transactions on
arm’s length terms.
Direct operating expenses arising from investment properties of the Group were RM401,512 (2019: RM385,000).
Rental income arising from investment properties of the Group was RM1,811,176 (2019: RM2,009,000). The
investment properties with net book values amounting to RM16,560,000 (2019: RM8,179,000) have been pledged
against the Group’s borrowings as at the end of the reporting period.

15. INVESTMENTS IN SUBSIDIARIES
Company
2020 2019
RM’000 RM’000
Unquoted shares, at cost:

At 1 January 12,179 12,179
Less: Impairment during the financial year - -
At 31 December 12,179 12,179
Unquoted shares in Malaysia, at cost 199,462 199,462

Less: Accumulated Impairment losses (187,283) (187,283)
12,179 12,179
The shares of all subsidiaries are held directly by the Company unless as indicated below. Details of the subsidiaries
are as follows:
Country of Group’s effective

Name of company incorporation interest Principal activities
2020 2019
% %
Zelan Holdings (M) Sdn. Bhd. * Malaysia 100 100 Investment holding, civil
engineering and building turnkey
contractor
Konsesi Pusat Asasi Gambang Malaysia 100 100 Concession operator
Sdn. Bhd.
Zelan Corporation Sdn. Bhd. Malaysia 100 100 Property development and
management and operation of
motor vehicles parking facilities
Zelan Enterprise Sdn. Bhd. Malaysia 100 100 Contracting and supplying of
building materials
Zelan Construction Sdn. Bhd. Malaysia 100 100 Piling and civil engineering
contractor
Zelan AM Services Sdn. Bhd. Malaysia 100 100 Asset and facilities management
services

15. INVESTMENTS IN SUBSIDIARIES (CONT’D)

2020 2019
% %
Subsidiary of Zelan
Corporation Sdn. Bhd.
Zelan Development Sdn. Bhd. Malaysia 100 100 Property development
Subsidiaries of Zelan Holdings

(M) Sdn. Bhd.
Sejara Bina Sdn. Bhd.* Malaysia 100 100 Investment holding
PT Zelan Indonesia Indonesia 95 95 Civil technical design and
construction of civil and building
works
Zelan Construction (India) India 100 100 Civil technical design and
Private Limited* construction of civil and building
works
Zelan Construction Arabia Saudi Arabia 100 100 Civil technical design and
Co. Ltd.* construction of civil and building
works
Subsidiaries of Zelan
Enterprise Sdn. Bhd.
Vispa Sdn. Bhd.* Malaysia 100 100 Dormant
Eminent Hectares Sdn. Bhd.* Malaysia 100 100 Investment holding
Subsidiary of Zelan
Construction Sdn. Bhd.
Zelan ICOP Consortium Malaysia 100 100 Construction of sewage conveyance
Sdn. Bhd.• system
Note:
* Audited by a firm other than Al Jafree Salihin Kuzaimi PLT

15. INVESTMENTS IN SUBSIDIARIES (CONT’D)
Impairment assessment of investments in subsidiaries
Investments in subsidiaries are assessed at each reporting period for any indicator that the investments may
be impaired. Where such indicators exist, the recoverable amounts of the identified cost of investments are
determined based on the higher of value-in-use calculation and fair value less costs to sell.
During the financial year ended 31 December 2018, the Company reviewed its costs of investments in subsidiaries
for Zelan Construction Sdn. Bhd., Zelan Enterprise Sdn. Bhd., Zelan AM Services Sdn. Bhd. and Zelan Holdings
(M) Sdn. Bhd. using the value-in-use calculation as the net assets in these subsidiaries have declined to be below
the Company’s cost of investments. The value-in-use calculations were prepared using the present value of the
estimated cash flows expected to be generated from the operating activities, after settlement of liabilities and
tax. Arising from these assessments, the cost of investments in all four subsidiaries have been fully impaired.
16. INVESTMENTS IN ASSOCIATES
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Unquoted shares in Malaysia, at cost 385 385 -

Less: Accumulated impairment losses (385) (385) -
- - - -
Unquoted shares outside Malaysia, at cost 1,971 1,971 -

Less: Accumulated impairment (1,971) (1,971) -
- - - -
Group’s share of post-acquisition reserves 6,106 6,137 -
6,106 6,137 - -
The associates are individually not material to the Group. The Group’s share of revenue, results, assets and
liabilities of the associates are as follows:
Group
2020 2019
RM’000 RM’000
Profit/(loss) after taxation/Total comprehensive (loss)/income (including non-

controlling interests) (31) (50)
Current assets 11,391 13,015

Current liabilities (5,285) (6,878)
Net assets 6,106 6,137


16. INVESTMENTS IN ASSOCIATES (CONT’D)
In respect the Group’s investment in the IJM-Sunway Builders-Zelan-LFE Engineering Consortium (“Consortium”),
the Group has contractual obligations to share all benefits, profits, risks, liability and losses derived from its
participation in the Consortium based on their respective shareholding proportion, including share of loss of the
Consortium in excess of the Group’s interest in the Consortium.
During the financial year, the Group recognised share of loss of an associate of RM30,781 (2019: share of loss of
RM49,817).
The shares of all associates are held directly by the Company unless as indicated below. Details of the Group’s
associates are as follows:

2020 2019
% %
Associates of Zelan Holdings

(M) Sdn. Bhd.
IJM-Sunway BuildersZelan-LFE Malaysia 25 25 Design, execution and completion

Engineering Consortium of towers
Zelan Arabia Co. Ltd. $ Saudi Arabia 40 40 Under Liquidation
Associate of Sejara Bina

Sdn. Bhd.
Essential Amity Sdn. Bhd.@ Malaysia 50 50 Under Liquidation
@ Applied for Members’ Voluntary Liquidation from Companies Commission of Malaysia, pursuant to Section
439(1)(b) of the Companies Act, 2016 on 23 December 2017. Tax file closed on 21.05.2019.
$ On 30 November 2018, a resolution was passed to liquidate the entity. As at 31 December 2019, the Group is
still in the process of liquidating the entity.
17. INVESTMENTS IN JOINT OPERATIONS
The Group’s interest in the joint operation is as follows:
2020 2019
Name of company Principal activities RM’000 RM’000
Zelan BEC Consortium Design and construction of chimney 51 51


17. INVESTMENTS IN JOINT OPERATIONS (CONT’D)
The accounting policy on the Group’s joint operation is disclosed in Note 2b(iii) to the financial statements.
The Group’s share of revenue, results, assets and liabilities of the joint operation are as follows:
Group
2020 2019
RM’000 RM’000
Profit after taxation - 14
Non-current assets - -
Current assets 1,371 1,371
Current liabilities (1,272) (1,272)
Net assets 99 99
18. RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Non-current
Financial receivables
Trade receivables 847,888 681,908 - -

Less: Provision of impairment (150,534) (61,858) - -
697,354 620,050 - -
Amount due from an associate 956 1,825 - -

Less: Provision of impairment - (648) - -
956 1,177 - -
Receivables, deposits and prepayments 698,310 621,227 - -
Amounts due from subsidiaries - - 568,377 568,377

Less: Provision of impairment - - (568,377) (568,377)
- - - -

18. RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONT’D)
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Current
Financial receivables

Less: Provision of impairment (4,776) - - -
56,757 61,659 - -
Other receivables and deposits 8,064 12,040 41 9

Less: Provision of impairment (2,148) (2,148) - -
5,916 9,892 41 9
Advances to subcontractors 3,984 4,037 - -
Prepayments 2,146 1,324 48 -
Receivables, deposits and prepayments 68,803 76,912 89 9
Amount due from a subsidiary - - 40,929 14,988
(i) Amount due from an associate is trade in nature, unsecured, interest-free and repayable on demand.
(ii) Amounts due from subsidiaries are mainly advances and payments made on behalf of the subsidiaries which
are unsecured and interest-free.
(iii) Included in the non-current trade receivables of the Group is the retention sum on contracts of RM7,981,765
million (2019: RM58.6 million) which are from local project.
(iv) Other receivables mainly relate to consultancy fees receivable from project owners.
(v) Trade receivables of the Group include concession income receivable from a project owner in Malaysia
amounting to RM459.7 million (2019: RM488.6 million), of which RM407.7 million (2019: RM432.2 million) is
expected to be received after twelve months from the end of the financial year. Accordingly, the amount of
RM407.7 million (2019: RM432.2 million) has been classified as a non-current receivable. These receivables will
be received over the remaining concession period. The expected timing of the receipt has been considered
in arriving at the carrying value of the net receivables.

(vi) In respect of the Group’s project in Abu Dhabi, United Arab Emirates (“UAE”), the Group issued a notice
of termination to the project owner in Abu Dhabi, UAE, on 17 September 2015, to terminate the Group’s
employment following the defaults by the project owner, who failed to pay an amount of AED27.6 million
(approximately RM31.1 million), being the certified amounts of works done and materials at site owing by
the project owner to the Group under the certificates of payment in accordance with the provisions of
the contract and the project owner’s continuous interference with the valuation and/or certification of the
Group’s progress claims. The project owner disputed the termination and counter-claimed for the costs
and losses, which include repair works, consultants and third party fees, standstill cost, return of advance
payment and loss of rental and revenue.
The Group on 27 July 2019 received a decision from the Arbitral Tribunal of the ICC, declaring inter-alia, as
follows:
• The Group’s termination of the Contract is valid;

• The contract of Muqawala made between the parties has terminated for the purpose of Article 892 of
the UAE Civil Code of Contract;
• The project owner’s deduction sums in respect of obsolete cladding and thermal insulation material,
conveying materials and MEP material were wrongful;
• The project owner’s reversal of Interim Payment Certificate (“IPC”) number 51 by issuing IPC 51R is
invalid and wrongfully issued;
• The NCR numbers 98, 119, 121, 122, 123 (as qualified) and 97 (to the extent the remedial works do not
relate to Basement 81 slabs) were invalid and/or wrongfully issued by the project owner; and
• The Group is due an extension of time to 1 October 2015 for basement rectification works with no
prolongation cost.
Accordingly, the Arbitral Tribunal of the ICC has awarded the Group the following:
• The sum of AED256.1 million (approximately RM285.4 million) which sum includes interest up to 1 June
2019;
• Pre-award interest from 1 June 2019 until 25 July 2019 in the sum of AED52,964 (approximately
RM59,046);
• Parties’ costs in the sum of AED8.4 million (approximately RM9.59 million);
• ICC Costs of Arbitration in the sum of USD585,000 (approximately RM2.4 million); and
• Post-award interest on the AED256.1 million, the parties’ costs and ICC Costs of Arbitration at the rate
of 9% per annum after the date of the arbitration award until full payment by the project owner.
Subsequently, the project owner filed an application to nullify the Award in the Abu Dhabi Commercial Court
of Appeal (“ADCCA”) on 26 August 2019. However the application to nullify the Award was dismissed by the
ADCCA on 17 December 2019. Dissatisfied with the decision, the project owner appealed its application to
nullify the Award to the supreme court in Abu Dhabi known as the Cassation Court (“CAC”) on 4 February
2020. The CAC dismissed the project owner’s appeal on 30 April 2020. Meanwhile, the Group had earlier
filed an application for ratification and execution of the Award at the ADCCA on 13 January 2020. With the
decision of the CAC dismissing the project owner’s appeal to nullify the Award, the ADCCA proceeded to
grant the ratification and execution of the Award on 7 May 2020 in favour of the Group.
The project owner then filed its Grievance Application to the ADCCA on 10 June 2020. However, the said
Grievance Application was dismissed by the ADCCA on 14 July 2020. Dissatisfied with the decision, the
project owner then filed an appeal on its Grievance Application to the CAC on 3 August 2020. The CAC
dismissed the project owner’s appeal on its Grievance Application on 25 October 2020.

(vi) Accordingly, the Execution Court in Abu Dhabi had proceeded with the execution process of the Award by
issuing an Order for Attachment of all bank accounts owned by the Project Owner through the United Arab
Amirates (“UAE”) Central Bank in Abu Dhabi on 25 October 2020. However until to date, there is no response
from any of the banks although reminder has been issued by the Execution Court. Given the process of
Attachment of all bank accounts of the project owner has been exhausted, the Group has submitted an
application to request details of the manager of project owner to the Abu Dhabi Department of Economy
(“DOE”) through the Execution Court on 17 February 2021. The Execution Court accepted the application
and issued the said request to DOE.
At the same time, the Group has filed an application to the Execution Court to request for the arrest of
the project owner’s general manager whose name appears on the project owner’s trade license in order
to summon him to the Execution Court and to disclose the financial standing of the project owner and the
whereabout of the assets of the project owner. The Execution Court granted the order to arrest the project
owner’s general manager on 17 May 2021.
19. CONTRACT ASSETS AND CONTRACT LIABILITIES
Group
2020 2019
RM’000 RM’000
Contract assets from construction contracts 39,172 98,947

Less: Provision for impairment (25,109) (40,228)
14,063 58,719
Non-current - 51,709
Current 14,063 7,010
14,063 58,719
Contract liabilities from construction contracts (117) (117)
(a) Contract value yet to be recognised as revenue
Revenue expected to be recognised in the future relating to performance obligations that are unsatisfied (or
partially satisfied) at the reporting date, are as follows:
2020 2019
RM’000 RM’000
Construction contracts 42,732 68,032
(b) Significant changes
The contract liabilities at the end of the financial year arose as a result of progress billings issued to the
project owners based on milestones achieved during the financial year, which exceeded the extent of work
performed.

20. CASH AND CASH EQUIVALENTS
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Deposits placed with licensed banks 27,205 14,597 - -

Cash and bank balances 5,583 5,758 62 151
Deposits, cash and bank balances 32,788 20,355 62 151

Less: Reserved funds and deposits pledged as
security (27,205) (14,597) - -
Cash and cash equivalents 5,583 5,758 62 151
Deposits, cash and bank balances are analysed

as follows:
Current
- Restricted 138 136 - -
- Not restricted 5,583 5,758 62 151
5,721 5,894 62 151
Non-current
- Restricted 27,067 14,461 - -
Total 32,788 20,355 62 151
Included in deposits placed with licensed banks of the Group are amounts of RM12,582,855 (2019: RM6,777,000),
which have been classified as a Finance Service Reserve Fund pledged until full settlement of the banking facilities,
granted to the Group and the Company as at the reporting date.
Included in deposits placed with licensed banks of the Group are amounts of RM13,309,035 (2019: RM6,645,000),
which have been classified as a Maintenance Reserve Fund held in trust pending fulfillment of certain conditions
before transfers are made to current accounts.
Included in deposits placed with licensed banks of the Group are amounts of RM1.021 million (2019: RM1.039
million), which have been pledged to secure banking facilities, primarily for performance guarantee facilities
granted to the Group and the Company as at the reporting date.
Included in the cash and bank balances of the Group is RM138,000 (2019: RM136,000) held under Housing
Development Account (opened and maintained under Section 7A of the Housing Development (Contract and
Licensing) Act, 1966) that may only be used in accordance with the said Act.

20. CASH AND CASH EQUIVALENTS (CONT’D)
The weighted average interest rates of deposits, bank and cash balances that were effective at the reporting date
were as follows:
Group Company
2020 2019 2020 2019
% % % %
Deposits placed with licensed banks 1.23 2.47 -
Bank balances 0.07 0.1 -
21. INVENTORIES
Group
2020 2019
RM’000 RM’000
Cost
Completed properties for sale 5,219 6,858
Transferred to investment properties (Note 14) (5,219) -
As at 31 December 2020 - 6,858
During the financial year, four (4) units of inventories were sold at an aggregate value of RM0.98million (2019:
RM1.4million). During the year, inventories with total carrying value of RM5.22million (2019: RM NIL) has been
transferred to investment properties.
22. TRADE AND OTHER PAYABLES
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Current
Financial payables
Trade payables 98,113 158,912 - -
Amounts due to related companies 10,712 11,540 1,071 1,071
Amounts due to joint venture partners 511 506 - -
Amounts due to associates - 4,778 - -
Other payables and accruals 88,578 10,759 653 636
197,914 186,495 1,724 1,707
Other liabilities
Advances received from contract customers 10,967 13,613 - -
Others 246 241 - -
11,213 13,854 - -
Amounts due to subsidiaries - - 57,856 32,252
Non-current
Other liabilities
Advances received from contract customers 11,235 - - -

22. TRADE AND OTHER PAYABLES (CONT’D)
Advances received from contract customers are repayable to project owners for completed projects.
Amounts due to related companies, subsidiaries, associates and joint venture partners are unsecured, interest-
free, trade and non-trade in nature and repayable on demand.
Other payables and accruals consist of arbitration and professional fees payable for the project in Abu Dhabi and
provision for litigation claims.
23. BORROWINGS
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Non-current
Hire purchase liabilities (unsecured) (a) 98 158 - -
Islamic financing (secured) (b)
- Between 1 and 3 years 52,008 56,084 - -

- More than 5 years 268,741 301,415 - -
389,006 420,586 - -
Non-current
Term loan (secured) (c)

88,941 88,809 - -
478,045 509,395 - -
Current
Islamic financing (secured) (b) 41,944 32,371 - -
Term loan (secured) (c) 6,890 5,682 - -
48,937 38,162 - -
Total
Islamic financing (secured) (b) 430,950 452,957 - -
Term loan (secured) (c) 95,831 94,491 - -
526,982 547,715 - -

23. BORROWINGS (CONT’D)
(a) Hire purchase liabilities (unsecured)
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Analysis of hire purchase liabilities:

Payable within 1 year 104 116 - -
Payable between 1 and 3 years 107 169 - -
211 285 - -
Less: Finance charges (10) (18) - -
201 267 - -
Present value of hire purchase liabilities:

Payable within 1 year 103 109 - -
Payable between 1 and 3 years 98 158 - -
201 267 - -
(b) Islamic financing (secured)
(i) Bank guarantee facility (Group and Company)
In respect of the bank guarantee facility, the existing Performance Bond amounting to RM12.9 million
(5% of the contract sum) in relation to the Construction of the Proposed Sungai Besi-Ulu Kelang
Elevated Expressway (SUKE) Project- Package CB2: CH.15000 to CH.16700 (“SUKE Project”) for a
contract sum of RM257.6 million remain unchanged at the end of the reporting period.
Certain of the Group’s properties have been pledged against the facility at the end of the reporting
period.
(ii) In December 2012, the Group secured an Islamic financing facility which is based on the principles of
Bai’ Istisna (“BIS “) amounting to RM321.9 million from a local financial institution. This facility is used
to finance a local concession project (“project”) of the Group.
This facility is segregated into three parts:
• BIS 1 of RM3.2 million (2019: RM4.2 million) is used to finance the road electrical works related to
the project;
• BIS 2 of RM7.8 million (2019: RM11.4 million) is used to finance the reimbursable cost of the project;
and
• BIS 3 of RM302.4 million (2019: RM418.7 million) is used to finance the construction of the project.

(b) Islamic financing (secured) (Cont’d)
(ii) BIS 1 and BIS 2 are repayable on 31 January 2019. The BIS 3 facility of RM302.4 million (2019: RM63.1
million) is repayable within 12 months from the end of the financial year.
The facility is secured by:
• The Master Facility Agreement;

• A debenture incorporating a first fixed charge and floating charge over all present and future
assets;
• Assignment of rights, title, interest and benefits in respect of initial payment, availability charges,
asset management services charges, reimbursement of cost, project land, designated accounts
and takaful/insurances;
• Irrevocable Letter of Undertaking to complete the project in accordance to the concession
agreement; and
• Completion guarantee from the main contractor.
The profit rate of the facility is charged based on the cost of funds plus a fixed margin. The profit of the
facility will be payable upon commencement of instalment payment.
On 22 January 2019, the Group obtained approval from the financial institution to restructure the
facility and consolidate the three parts of the facility into a Tawarruq Facility amounting to RM448.6
million. The moratorium period of the facility expired upon receipt of the Availability Charges. The
facility will be paid on a monthly basis over a period of 15.7 years. The profit rate of the facility during
the moratorium period is based on Base Financing Rate plus a fixed margin of 1.20% per annum and
after the expiry of moratorium period, the profit rate shall be based on Cost of Fund plus a fixed margin
of 0.55% per annum.
(c) Term loan (secured)
In 2016, the Group restructured the rectification bond and performance bond drawdown in January 2016 by
a project owner in Abu Dhabi of AED92.5 million (approximately RM104.2 million) into a secured term loan
amounting to AED87.2 million (approximately RM98.2 million).
On 25 July 2017, the financial institution approved the Group’s application to restructure the loan repayment
schedule which will be repayable over a period of two years up to June 2019.
On 25 March 2018, the financial institution approved the Group’s revised repayment terms which will be for
the period up to October 2019. The final repayment which will be due in October 2019 will include residual
principal plus accrued non-penal interest.
The interest rate of the term loan is based on Emirates Interbank Borrowing Rate (“EIBOR”) plus a fixed
margin and will vary when there is a revision made to the EIBOR. The interest on the term loan is payable
together with the final instalment payment.

(c) Term loan (secured) (Cont’d)
At the end of the financial year ended 31 December 2019, the Group did not meet the repayment instalment
of the term loan. Upon several discussions, the Group has obtained approval from the financial institution
to restructure the facility as per Letter of Offer dated 13 January 2020. The outstanding term loan amount
shall be paid in 59 irregular instalments starting 30 December 2019 until 30 October 2024 (final repayment
date) with the following Conditions:
• No restrictions on pre-payment;
• Any moneys received from Meena Holdings should be used towards settlement of the principal
outstanding; and
• Should the full amount be repaid on or before 31 December 2022, the full outstanding interest will be
waived in full.
The effective contractual interest rates (per annum) at the reporting date are as follows:
Group Company
2020 2019 2020 2019
% % % %
Hire purchase liabilities 2.34 - 2.56 2.34 - 2.57 - -

Islamic financing 5.30 5.90 - 6.83
Term loan 6.05 6.05 - -
24. SHARE CAPITAL
Company
Number of
ordinary shares Amount
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Issued and fully paid
Ordinary shares with no par value effective

31 January 844,921 844,895 84,495 84,489
Issuance of shares arising from Exercise of
warrants 2014/2018 - 26 - 6
844,921 844,921 84,495 84,495


24. SHARE CAPITAL (CONT’D)
The Company had, on 31 January 2019, announced an allotment and issuance of 26,250 new ordinary shares
pursuant to the warrant holders exercising their warrant rights. These rights shares were listed on 4 February
2019.
25. RESERVES
Group Company
2019
RM’000 RM’000 RM’000 RM’000
Warrants reserve (a) - - - -

Foreign exchange reserve (b) 5,999 10,089 - -
Capital reserve (c) 35,458 35,457 18,456 18,456
General reserve (c) 4,261 4,254 3,258 3,258
Fixed Asset Reserve (d) 1,155 - - -
Accumulated losses (restated) (43,366) (79,581) (112,654) (112,835)
3,507 (29,781) (90,940) (91,121)
(a) The warrants reserve arose from the issuance of 281,631,485 free detachable warrants following the
completion of the Rights Issue with Detachable Warrants exercise on 31 January 2014.
Each warrant entitles its registered holder to subscribe for 1 ordinary share at an exercise price of RM0.25
per warrant, at any time within 5 years commencing on and including the issuance date i.e. 28 January 2014,
subject to the provisions in the Deed Poll. Any warrants not exercised during the period will thereafter lapse
and cease to be valid.
On 31 January 2019, the Company announced an allotment and issuance of 26,250 new ordinary shares
pursuant to the warrant holders exercising their warrant rights. These rights shares were listed on 4 February
2019. The remaining 281,605,235 warrants were unexercised and had lapsed and removed from the official
list of Bursa Securities from thereon.
Since previous reporting year, the warrant reserve is stated at zero balance.
(b) Exchange translation differences have arisen from the translation of net assets of foreign branches and
foreign subsidiaries.
(c) These reserves relate to net gain from disposals of investment in shares, issue of bonus shares by a subsidiary
out of post-acquisition reserves transfer of warrants reserve upon expiry of warrants and transfer of profits
to a statutory reserve by certain overseas subsidiaries.

26. DEFERRED TAXATION
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Deferred tax assets 887 898 - -

Deferred tax liabilities (3,259) (3,242) - -
(2,372) (2,344) - -
Movement during the financial year is as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
At start of the financial year 2,344 (2,249) - -

Credited/(Charged) to profit or loss (Note 11):
- property, plant and equipment (28) (95) - -

- unutilised tax losses - - -
- other payables and accruals - - -
(28) (95) - -
At end of the financial year (2,372) (2,344) - -
Subject to income tax:

Deferred tax assets (before and after
offsetting)
- unutilised tax losses 887 898 - -
- other payables and accruals - - - -
887 898 - -
Deferred tax liabilities (before and after

offsetting)
- property, plant and equipment (3,259) (3,242) - -
Under the Malaysia Finance Act 2018 which was gazetted on 27 December 2018, the Group’s unutilised tax
losses with no expiry period will be imposed with a time limit of utilisation. Any accumulated unutilised tax
losses brought forward from year of assessment 2018 can be carried forward for another 7 consecutive years of
assessment (i.e. from year of assessments 2020 to 2026).

26. DEFERRED TAXATION (CONT’D)
Subject to agreement with the tax authorities, the unutilised tax losses (subject to time limit of utilisation of 7
years) and deductible temporary differences (for which there is no expiry date) of the Group and the Company
available at the end of the reporting period for which no deferred tax assets are recognised are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Unabsorbed capital allowances 78,888 81,753 - -

Unutilised tax losses 137,821 115,879 - -
Other deductible temporary differences (24,153) 534 - -
192,556 198,166 - -
Deferred tax asset has not been recognised as it is not probable that these entities will be able to generate
sufficient future profits for the realisation of the tax benefits as above.
27. SIGNIFICANT RELATED PARTY DISCLOSURES
Significant transactions and balances with related parties other than those disclosed elsewhere in the financial
statements are as follows:
(i) Significant related party transactions
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Rental of office premises receivable from a

subsidiary of a corporate shareholder of
the Company (non-trade):
- MMC Engineering Services Sdn. Bhd. 828 828 - -

27. SIGNIFICANT RELATED PARTY DISCLOSURES (CONT’D)
(i) Significant related party transactions (Cont’d)
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Rental of office premises receivable from a

related party of a corporate shareholder
of the Company (non-trade):
- Tradewinds Hotel & Resorts - 39 - -
- Tradewinds Corporation Berhad - 35 - -
- Tradewinds Premium Good Sdn. Bhd. - 20 - -
Advances given to/(repayment of

advances from) subsidiaries (non-trade):
- Zelan Holdings (M) Sdn. Bhd. - - 335 5,924
- Konsesi Pusat Asasi Gambang Sdn. Bhd. - - 23,611 (23,104)
- Zelan Construction Sdn. Bhd. - - 24,281 6,928
- Zelan Corporation Sdn. Bhd. - - 136 (407)
- Zelan Enterprise Sdn. Bhd. - - 962 -
- Zelan AM Services Sdn. Bhd. - - 1,994 1,754
- Eminent Hectares Sdn. Bhd. - - - 107

(ii) Significant financial year end related party balances
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Amounts due from subsidiaries

- Konsesi Pusat Asasi Gambang Sdn. Bhd. - - 36,475 12,864
- Zelan AM Services Sdn. Bhd. - - 4,119 2,124
- - 40,594 14,988
Amounts due to subsidiaries

- Zelan Construction Sdn. Bhd. - - 53,320 29,039
- Sejara Bina Sdn. Bhd. - - 2,374 2,148
- Others - - 2,163 1,065
- - 57,857 32,252
Amounts due to related companies

- MMC Corporation Berhad 840 840 840 840
- MMC Tepat Teknik Sdn. Bhd. 231 231 231 231
- MMC Engineering Services Sdn. Bhd. 9,641 10,469 - -
10,712 11,540 1,071 1,071
Amount due from an associate

- IJM-Sunway Builders-Zelan-LFE
Engineering Consortium 956 1,177 - -
Amounts due to associates

- Zelan Arabia Co. Ltd. - 4,778 - -
- 4,778 - -
Amounts due to joint venture partners

- Balanced Engineering & Construction
Pte Ltd 60 60 - -
- ICOP Consortium Sdn. Bhd. 451 446 - -
511 506 - -

(ii) Significant financial year end related party balances (Cont’d)
The outstanding balances arising from the above related party transactions have been disclosed in Note 19
and Note 23 to the financial statements.
Key management compensation
Key management personnel are those persons having the authority and responsibility for planning, directing
and controlling the activities of the Company either directly or indirectly and thus are considered related
parties of the Group and the Company. Key management personnel refer to the Directors of the Company
(Note 10 to the financial statements) and other senior management personnel.
The aggregate amount of compensation received/receivable by key management personnel of the Group
and the Company during the financial year was as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Salaries and bonuses 1,832 1,436 1,645 1,183

Defined contribution retirement plan 225 183 193 130
2,057 1,619 1,838 1,313

Estimated monetary value of benefits-in-
kind 51 58 48 43
2,108 1,677 1,886 1,356
28. LITIGATIONS
Details of the significant litigations during the financial year are as follows:
Projects in Malaysia
a) In relation to a project in Malaysia, a subsidiary company, Zelan Construction Sdn Bhd (“ZCSB”) had filed
a Notice of Arbitration dated 25 March 2019 against its sub-contractor. The sub-contractor had on 24 April
2019 filed a response and counterclaim for RM19,418,937.16 against ZCSB for the unpaid certified invoices,
retention sum, outstanding variation order and GST.
Subsequently, on 6 November 2019, ZCSB submitted its Statement of Case, inter-alia claiming as follows:
(i) Declaration that the Certificate of Practical Completion was properly revoked by ZCSB;
(ii) Declaration that the sub-contractor failed to achieve practical completion of the works in accordance
with the Contract;
(iii) Declaration that ZCSB is entitled to step-in as provided under Clause 40A of the Contract;
(iv) Payment of RM8,269,219 being liquidated damages for the sub-contractor delay in completing its
Works from 01.07.2015 to 22.12.2015;

28. LITIGATIONS (CONT’D)
Details of the significant litigations during the financial year are as follows: (Cont’d)
Projects in Malaysia (Cont’d)
(v) Payment of RM17,393,875.15 being liquidated damages for the sub-contractor delay in completing its
Works from 01.07.2015 to 30.06.2016.
(vi) Direct cost, losses, expenses and/or damages which incurred by ZCSB amounting to RM45,774,742.27;
(vii) Payment of RM186,283,267.56 for other costs, losses, expenses and/or damages incurred by ZCSB;
(viii) Consultant fees and Petty Cash amounting to RM617,175.14 incurred by ZCSB;
(ix) Electricity Charges amounting to RM3,446,341.22 incurred by ZCSB;
(x) Pre award interest at the rate of 5% per annum from the respective due dates until settlement in full;
and
(xi) Post award interest at the rate of 5% calculated on the sum awarded until the date of settlement.
The sub-contractor submitted its Statement of Defence and Counterclaim dated 19 March 2020 and ZCSB’s
submitted its Reply to the sub-contractor’s Statement of Defence and Counterclaim on 1 June 2020 . The
Scott Schedule was submitted to the Arbitrator and the sub-contractor on 14 January 2021.
On 17 June 2020, ZCSB submitted it’s Amended Statement of Case and the sub-contractor submitted its
Amended Statement of Defence and Counterclaim. On 1 August 2020, ZCSB submitted its Amended Reply
and on 29 August 2020 the sub-contractor submitted it’s Reply.
The Amended Scott Schedule is due on 9 August 2021 and both parties are complying with the procedural
timeline schedules.
b) In relation to a project in Malaysia, a subsidiary company, ZCSB had issued a Notice of Arbitration dated
8 March 2019 to a consultant in respect of the disputes and differences under the Consultancy Services
Agreement dated 9 May 2013.
ZCSB claims for the following:-
i) Declaration that a consultant has breached its obligations under the Contract;
ii) payment for the refund on value of cost savings for deviation items amounting to RM5,969,352.20;
iii) payment for rental of temporary facilities, utilities bills, and other costs from January 2016 until 30 June
2018 amounting to RM38,307,666.66;
iv) payment for ZCSB’s lost of income from January 2016 until 30 June 2018 amounting RM261,121,652.12;
v) general damages, cost of Arbitration proceeding and other cost the Arbitrator deems appropriate.
The AIAC had appointed a sole arbitrator on 14 August 2019, however due to disagreement on the terms of
engagement of the arbitrator, the said arbitrator offered resignation.
Upon the inauguration of the Director of the AIAC after the position being vacant for almost a year, a
substitute arbitrator has been appointed on 8 January 2021.
Subsequently, ZCSB filed its Statement of Case to the AIAC on 12 April 2021 and the consultant then filed
its Statement of Defence and Counterclaim on 28 May 2021. Both parties are complying with the arbitration
procedural timeline.

c) In relation to a project in Malaysia, a subsidiary company, ZCSB received two (2) Writ of Summons and
Statement of Claim both dated 13 June 2017 from a sub-contractor in respect of disputes and differences
arising from outstanding claims for dredging works and shore protection works in relation to the project in
Tanjung Setapa, Johor, Malaysia. ZCSB filed it’s Statement of Defence and Counter Claim dated 3 October
2017. Accordingly, the matter proceeded with full trials on 3 March, 4 March, 20 March and 30 April in 2018.
On 19 January 2020, the High Court dismissed both the sub-contractor’s claims as follows (“High Court’s
decision”):-
i) Both suits filed by the sub-contractor are dismissed with cost of RM10,000.00 each; and
ii) ZCSB’s counter claim is allowed with losses and damages in carrying out dredging works for the balance
quantity of 247,384m3 to be assessed by Court by way of assessment of damages proceeding.
On 14 February 2020, the sub-contractor filed it’s Notice of Appeal each dated 14 February 2020 in the
Court of Appeal, Putrajaya against the High Court’s decision.
The sub-contractor also filed a Notice of Application for Stay of Proceedings dated 14 May 2020 to have
all forms of assessment of damages proceeding from and/or related to the High Court’s decision be stayed
pending conclusion of the sub-contractor’s appeal. On 2 September 2020, the High Court dismissed the
sub-contractor’s Stay of Proceedings.
After reviewing the Grounds of Judgement from High Court which was recieved on 1 October 2020, ZCSB’s
filed it’s Notice of Leave to Appeal dated 3 November 2020 in the Court of Appeal, Putrajaya against the High
Court’s decision for direction that ZCSB’s counter claim to be assessed by way of assessment of damages
proceedings.
On 11 November 2020, ZCSB’s filed it’s Notice of Application in the High Court for Stay of Proceeding on the
assessment of damages proceeding pending disposal of it’s appeal.
On 27 January 2021, the Court of Appeal allowed ZCSB’s Notice of Leave to Appeal and ordered to
assessment of damages proceeding in the High Court to be stayed until disposal of ZCSB’s appeal.
The assessment of damages proceeding in the High Court is fixed for case management on 8 June 2021 to
update the High Court on status of ZCSB’s appeal.
On 19 April 2021, the Court of Appeal has directed for ZCSB’s appeal and the sub-contractor’s appeals to be
heard together on 8 November 2021.

d) In relation to a project in Malaysia, subsidiaries company, ZAM, KPAG and the company received a Writ of
Summon and Statement of Claim each dated 6 November 2020 from its service provider for claims on Asset
Management Charges under the Letter of Award dated 15 July 2015 (‘LOA’).
ZAM, KPAG and the company each filed a Notice of Application to strike out the legal actions filed by the
service provider due to non-complaince of Clause 25 (Dispute Resolution) under the LOA by the service
provider and there is no contractual relationship between the service provider with KPAG and the company.
On 8 March 2021, the High Court allowed the striking out applicationd filed by ZAM, KPAG and the company.
29. COMMITMENTS
(a) Capital commitments
There is no capital expenditure which were authorised but not contracted for, as at the reporting date.
(b) Operating lease commitments
The Group’s total future minimum lease payments under non-cancellable operating leases are payable as
follows:
Group
2020 2019
RM’000 RM’000
Less than one year 120 194
The operating lease commitments relates to leases of office and land under non-cancellable operating lease
agreement. The leases have varying terms and renewal rights.

30. SEGMENTAL INFORMATION
Management has determined the operating segments based on the reports received by the Directors that are
used to make strategic decisions. The Directors consider the business from products perspective as the reportable
operating segments derive their revenues primarily from its main business segments, are as follows:
(a) Engineering and construction

(b) Property and development
(c) Asset facility management
(d) Investment
The engineering and construction business segment includes the Group’s projects in Indonesia, Middle East and
Malaysia.
The property and development business segment includes rental income, car park income and management
fees. Asset facility management business segment are asset management services provided for the concession
agreement. Investment business segment includes rental income and other segment which is not within the
reportable operating segments provided to the Directors. Interest income and interest expenses are not allocated
to the segments because this is managed centrally by the Group.
Inter-segment revenue comprise construction of buildings for property development segment and purchase of
raw materials for the engineering and construction segment.
In determining the geographical segments of the Group, sales are based on the region in which the customer
is located. Segment assets (which exclude deferred tax assets and tax recoverable) and capital expenditure are
determined based on where the assets are located. Segment liabilities (which exclude deferred tax liabilities and
current tax liabilities) are determined based on where the liabilities arise. The amount provided to the Directors
with respect to the total assets (which exclude deferred tax assets and tax recoverable) and total liabilities (which
exclude deferred tax liabilities and current tax liabilities) are measured in a manner which is consistent with the
financial statements.
Segment results are defined as operating income before provision of impairment for receivables, depreciation,
provision for impairment of receivables and contract assets, finance income, finance costs and share of results of
associates.

30. SEGMENTAL INFORMATION (CONT’D)
The segment information provided to the Directors for the reportable segments, is as follows:
Engineering Property Asset

and and facility
construction development management Investment Total
RM’000 RM’000 RM’000 RM’000 RM’000
2020
Segment revenue 25,300 646 46,738 1,136 73,820

Less: Inter-segment sales - - (21,891) - (21,891)
Revenue from external

customers 25,300 646 24,847 1,136 51,929
Results
Segment result 44,763 3,094 2,138 3,497 53,492
Depreciation of property,
plant and equipment and
investment properties (146) (63) - (59) (268)
Finance income 786 2 23,266 - 24,054
Finance costs (8,220) (4) (26,922) - (35,146)
Share of results of associates (31) - - - (31)
Profit/(loss) before zakat 37,152 3,029 (1,518) 3,438 42,101
2019
Segment revenue 55,475 744 41,858 1,203 99,280

Less: Inter-segment sales - - (18,515) - (18,515)
Revenue from external

customers 55,475 744 23,343 1,203 80,765
Results
Segment result 17,527 254 10,047 (876) 26,952
Depreciation of property,
plant and equipment and
investment properties (170) (88) - (6) (346)
Finance income 1,023 3 24,655 4 25,685
Finance costs (4,961) (2) (34,619) (43) (39,626)
Share of results of associates (50) - - - (50)
Profit/(loss) before zakat 6,302 167 83 (1,003) 13,155


The segment information provided to the Directors for the reportable segments, is as follows: (Cont’d)
Engineering Property Asset

and and facility
construction development management Investment Total
RM’000 RM’000 RM’000 RM’000 RM’000
2020
Total assets
Segment assets 346,449 12,277 476,866 5,088 840,680
Investments in associates 6,106 - - - 6,106
352,555 12,277 476,866 5,088 846,787
Add: Unallocated assets 901
847,688
Total liabilities
Segment liabilities 289,342 702 455,384 2,033 747,461
Add: Unallocated liabilities 12,552
760,013
2019
Total assets
Segment assets 767,041 10,959 21,977 2,435 802,412
Investments in associates 6,137 - - - 6,137
765,571 10,959 21,977 2,435 800,942
Add: Unallocated assets 910
809,459
Total liabilities
Segment liabilities 726,922 609 1,895 15,438 744,864
Add: Unallocated liabilities 7,118
751,982

The geographical segment information provided to the Directors for the reportable segments, is as set out below.
The Group’s business segments are managed in four main geographical areas:
(i) Malaysia - engineering and construction

(ii) Indonesia - engineering and construction
(iii) United Arab Emirates (“UAE”) - engineering and construction
(iv) Kingdom of Saudi Arabia (“KSA”) - engineering and construction
Malaysia Indonesia UAE KSA Others Total

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2020
Segment revenue 51,929 - - - - 51,929
Segment assets 594,479 78 246,996 6,117 18 847,688
Segment liabilities 148,957 34,739 189,604 386,432 280 760,012
2019
Segment revenue 80,765 - - - - 80,765
Segment assets 609,379 81 186,225 6,148 19 801,852
Segment liabilities 560,634 6,316 165,708 19,147 177 751,982
Total external revenue includes 2 customers (2019: 2 customers) from the engineering and construction business
segment and asset facility managment segment who have contributed 96% (2019: 98%) to the overall Group’s
revenue for the financial year ended 31 December 2020.
Revenue from two major customer, with revenue equal to or more than 10% of the Group’s revenue, amounting
to RM50,101,000 (2019: RM58,148,000) arose from the engineering and construction business and asset facility
management segment.

31. FINANCIAL INSTRUMENTS BY CATEGORY
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Financial assets
Financial assets at amortised cost:
Other receivables 5,916 9,892 89 9
Advance to subcontractors 3,984 4,037 - -
Amount due from an associate 956 1,177 - -
Amounts due from subsidiaries - - 40,929 14,988
Deposits, cash and bank balances 32,788 20,355 61 151
797,755 717,170 41,079 15,148
Financial liabilities
Financial liabilities at amortised cost:
Trade payables 98,113 158,685 - -
Amounts due to subsidiaries - - 57,856 32,252
Amounts due to related companies 10,712 11,540 1,071 1,071
Amounts due to joint venture partners 511 506 - -
Amounts due to associates - 4,778 - -
Other payables and accruals 88,576 10,759 653 636
Advances received from contract customers 22,202 13,613 - -
Borrowings 526,982 547,715 - -
747,096 747,596 59,980 33,959


32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The operations of the Group are subject to a variety of financial risks. The Group has formulated risk management
policies whose principal objective is to minimise the Group’s exposure to risk and/or costs associated with
financing, investing and operating activities of the Group.
Various risk management policies are made and approved by the Directors for application in day-to-day operations
for controlling and managing risks associated with financial instruments.
(i) Foreign currency exchange risk
The Group and the Company do not apply hedge accounting.
The Group and the Company are not exposed to any significant foreign currency exchange risk.
(ii) Interest rate risk
The Group and the Company are exposed to cash flow interest rate risk arising from the following:
• The Group’s and the Company’s short-term deposits
The deposits are subject to interest rate risk and are placed with the financial institutions at prevailing
interest rates. Management continuously monitors the exposure to changes in interest rates with respect
to short-term deposits with short-term maturity of less than three months. Accordingly, management
is of the view that the effects to the changes in interest rates are insignificant and would not have a
material impact to the financial condition or results of operations.
• The Group’s and the Company’s borrowings
Borrowings issued at variable interest rates expose the Group and the Company to interest rate risk which
is partially offset by interest income earned by the Group’s deposit placement at variable rates. As at
31 December 2020 and 31 December 2019, the Group’s borrowings are denominated in Ringgit Malaysia
(“RM”) and Arab Emirates Dirham (“AED”) and the Company’s borrowings are denominated in RM.
At the reporting date, if interest rates on borrowings had been 1% higher/lower with all other variables held
constant, this would have the following impact on profit or loss and equity for the financial year:
(Increase)/decrease in loss after taxation and (decrease)/increase in equity
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Borrowings denominated in AED

- Increase of 100 basis points (76) (57) - -
- Decrease of 100 basis points 76 57 - -
Borrowings denominated in RM
- Increase of 100 basis points (575) (325) - -
- Decrease of 100 basis points 575 325 - -

32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONT’D)
(iii) Liquidity risk
All the financial liabilities of the Group at the end of the reporting date based on undiscounted contractual
payments are as set out below:
Less than Between 1 Between 3 More than

1 year and 3 years and 5 years 5 years Total
RM’000 RM’000 RM’000 RM’000 RM’000
2020
Trade payables 98,119 - - - 98,119
Amounts due to related
companies 90,554 - - - 90,554
Amounts due to joint
venture partners 555 - - - 555
Amount due to an
associate 9,641 - - - 9,641
Other payables and
accruals 88,537 - - - 88,537
Advances received from
contract customers 10,967 - - - 10,967
Borrowings 48,937 65,885 143,419 268,741 526,982
347,310 65,885 143,419 268,741 825,355
2019
Trade payables 158,685 - - - 158,685

Amounts due to related
companies 11,540 - - - 11,540
Amounts due to joint
venture partners 506 - - - 506
Amount due to an
associate 4,778 - - - 4,778
Other payables and
accruals 10,759 - - - 10,759
Advances received from
contract customers 13,613 - - - 13,613
Borrowings 129,204 70,281 137,857 301,415 547,715
329,085 70,281 137,857 301,415 747,596


(iii) Liquidity risk (Cont’d)
All the financial liabilities of the Company at the end of the reporting date undiscounted contractual payments
are as set out below:
Company
Less than
1 year Total
RM’000 RM’000
2020
Amounts due to subsidiaries 57,856 57,856
Amounts due to related companies 1,071 1,071
Other payables 230 230
59,157 59,157
2019
Amounts due to subsidiaries 32,252 32,252
Amounts due to related companies 1,071 1,071
Other payables and accruals 223 223
33,546 33,546
As at 31 December 2020, the Group’s and the Company’s current liabilities exceeded the current assets by
RM175.4million and RM18.6 million respectively.
During the financial year ended 31 December 2020, as disclosed in Note 23(b)(ii) and Note 23(c) to the
financial statements, the Group did not meet the repayment instalments for certain credit facilities in
accordance with the repayment schedules agreed with the financial institution. The Group has informed the
financial institution on the late payment installment and managed to obtain indulgence on extended time for
the repayment of loan. Accordingly, the carrying values of these financing facilities of RM48.8million (2019:
RM38.1 million) were classified as current liabilities as at 31 December 2020.
In order to monitor the cash flows of the Group, the Directors carry out periodic review of the cash flow
projections and the details of the cash flow projections of the Group for the next eighteen months set out in
Note 2.1(i) to the financial statements.

(iv) Credit risk
The Group’s exposure to credit risk arises primarily from trade receivables. The Group has an informal credit
policy in place and the exposure to credit risk is monitored on an on-going basis through periodic review of
the ageing of its receivables. Credit evaluations are performed on all contract customers. The Group closely
monitors its customers’ financial strength to reduce the risk of loss.
The Group monitors the credit quality of the trade receivables individually based on the respective projects.
Management regards any receivables having significant balances past due or more than 120 days to be
deemed as having higher credit risk and as such, more focus are placed on such debts.
The Company’s exposure to credit risk arises mainly from the amounts due from subsidiaries.
Measurement of Expected Credit Loss (“ECL”)
(a) Trade receivables and contract assets using simplified approach
The expected loss rates for trade receivables and contract assets is assessed on an individual debtor
basis. The Group measures the loss allowance for trade receivables and contract assets by estimating
the likelihood that the debtor would not be able to repay during the contractual period, the extent of
contractual cash flows that will not be collected if default happens and the outstanding amount that
is exposed to default risk. The historical loss rates are adjusted to reflect current and forward looking
information on macroeconomic factors affecting the ability of the customers to settle the receivables.
No significant changes to estimation techniques or assumptions were made during the reporting
period.
(b) Intercompany receivables and other receivables using general 3-stage approach
The Group and the Company use three categories for intercompany receivables and other receivables
which reflect their credit risk and how the loss allowance is determined for each of those categories. A
summary of the assumptions underpinning the Group’s and the Company’s ECL model is as follows:
Category Definition of category Basis for recognising ECL

Performing Debtors have a low risk of default and a strong 12 month ECL
(Stage 1) capacity to meet contractual cash flows.
Under Debtors for which there is a significant increase Lifetime ECL

Performing in credit risk or significant increase in credit risk is
(Stage 2) presumed if interest and/or principal repayments are
90 days past due based on historical experience.
Not Performing Interest and/or principal repayments are 180 days Lifetime ECL (credit
(Stage 3) past due or there is evidence indicating the asset is impaired)
credit-impaired.
Write-off There is evidence indicating that there is no reason- Asset is written off
able expectation of recovery based on unavailability
of debtor’s sources of income or assets to generate
sufficient future cash flows to repay the amount.

(iv) Credit risk (Cont’d)
(b) Intercompany receivables and other receivables using general 3-stage approach (Cont’d)
Based on the above, loss allowance is measured on either 12 month ECL or lifetime ECL using a PD x
LGD x EAD methodology as follows:
• PD (“probability of default”) – the likelihood that the debtor would not be able to repay during the
contractual period;
• LGD (“loss given default”) – the percentage of contractual cash flows that will not be collected if
default happens; and
• EAD (“exposure at default”) – the outstanding amount that is exposed to default risk.
In deriving the PD and LGD, the Group and the Company consider historical data by each debtor
by category and adjust for forward looking macroeconomic data. The Group and the Company have
identified the industry and geographical area which the debtor operates in, to be the most relevant
factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
Loss allowance is measured at a probability-weighted amount that reflects the possibility that a
credit loss occurs and the possibility that no credit loss occurs. No significant changes to estimation
techniques or assumptions were made during the reporting period.
(c) Cash and cash equivalents
While cash and cash equivalents are also subject to the impairment requirements of MFRS 9, the
identified impairment loss was immaterial.
Credit risk concentration profile
At the reporting date, the Group has no significant concentration of credit risk other than two corporate
debtors which represent 69% (2019: 89%) of the Group’s total trade receivables, in which these balances are
monitored closely. 4% (2019: 12%) of these trade receivables mainly relates to retention sums receivable from
the owners of the Group’s projects. The Company has no significant concentration of credit risk except for
amounts due from subsidiaries.
The deposits placed with licensed banks are not concentrated to any particular group but widely dispersed
across various licensed financial institutions. The Directors are of the view that the possibility of non-
performance by these financial institutions is remote on the basis of their financial strength.

Exposure to credit risk and loss allowance assessment
The input of loss allowance on the carrying values of trade receivables, contract assets, related party
balances and other receivables and deposits presented by the stages are as follows:
Under Not
Performing Performing Performing
Stage 1 Stage 2 Stage 3 Total
RM’000 RM’000 RM’000 RM’000
2020
Group
Trade receivables - - 804,304 804,304

Contract assets - - 105,117 105,117
- - 909,421 909,421
Loss allowance - - (155,310) (155,310)
Net carrying amount - - 754,111 754,111
Amount due from an associate 956 - - 956

Loss Allowance - - - -
Net carrying amount 956 - - 956
Other receivables and deposits 5,916 - 2,148 8,064

Loss allowance - - (2,148) (2,148)
Net carrying amount 5,916 - - 5,916


Exposure to credit risk and loss allowance assessment (Cont’d)
Under Not
RM’000 RM’000 RM’000 RM’000
Group
2019
Trade receivables - - 743,567 743,567
Contract assets - - 98,947 98,947
- - 842,514 842,514
Loss allowance - - (102,086) (102,086)
Amount due from an associate - - 1,825 1,825

Loss allowance - - (648) (648)
Other receivables and deposits - - 2,148 2,148

Loss allowance - - (2,148) (2,148)
Net carrying amount - - - -


Under Not
RM’000 RM’000 RM’000 RM’000
Company
2020
Amount due from subsidiaries 40,929 - 568,377 609,306
Loss allowance - - (568,377) (568,377)
Other receivables and deposits - - - -

Loss Allowance - - - -
2019
Amount due from subsidiaries 14,988 - 568,377 583,365
Loss allowance - - (568,377) (568,377)
Other receivables and deposits -

Loss Allowance


The accumulated impairment for trade receivables, contract assets, related party balances and other
receivables and deposits using the general 3-stage approach as at 31 December 2020 reconciles to opening
accumulated impairment for that provision as follows:
Under Not
RM’000 RM’000 RM’000 RM’000
Group

At 1 January 2020 - - 102,086 102,086
Net effect of foreign currency exchange
differences - - - -
At 31 December 2020 - - 102,086 102,086

At 1 January 2020 - - 648 648
Write back of provision for impairment
differences - - (648) (648)
At 31 December 2020 - - - -
Other receivables and deposits

At 1 January 2020 - - 2,148 2,148
Additional impairment during the year - - - -
At 31 December 2020 - - 2,148 2,148


Under Not
RM’000 RM’000 RM’000 RM’000

At 1 January 2019 - - 103,464 103,464
Net effect of foreign currency exchange
differences - - (1,378) (1,378)
At 31 December 2019 - - 102,086 102,086

At 1 January 2019 - - 2,376 2,376
Write back of provision for impairment
differences - - (1,728) (1,728)
At 31 December 2019 - - 648 648
Other receivables and deposits

At 1 January 2019 - - 2,148 2,148
Additional impairment during the year - - - -
At 31 December 2019 - - 2,148 2,148


Under Not
RM’000 RM’000 RM’000 RM’000
Company
Amount due from subsidiaries

At 1 January 2020 - 5,553 562,824 568,377
Additional impairment during the year - (5,553) 5,553 -
At 31 December 2020 - - 568,377 568,377
-
Amount due from subsidiaries
At 1 January 2019 - - 562,524 562,524
Additional impairment during the year - 5,553 300 5,853
At 31 December 2019 - 5,553 562,824 568,377
The Company assessed the recoverable amount of the amount due from a subsidiary during the year based
on the likelihood that the subsidiary will not be able to repay the outstanding amount. Based on the estimated
cash flow of the subsidiary, expected credit loss at stage 2 has been classified as stage 3 in current financial
year.
Maximum exposure to credit risk
At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by the
carrying amount of each class of financial assets presented in the statements of financial position, including
deposits placed with licensed banks, cash and bank balances, trade and other receivables, and related party
balances, after deducting any allowance for impairment losses.

(v) Capital management
The Group’s capital management objectives are to ensure the Group’s ability to continue as a going concern
and maximise shareholders’ value. The Group is committed towards optimising its capital structure. The
Group considers total equity as capital. Implementation of optimal capital structure includes balancing
between debt and equity by putting in place appropriate dividend and financing policies which influence the
level of debt and equity. The Group and the Company are in compliance with all externally imposed capital
requirements.
(vi) Fair value
The carrying amounts and fair values of long-term financial assets and liabilities measured at amortised cost
are as follows:
Group Company
Carrying Fair Carrying Fair
value value value value
RM’000 RM’000 RM’000 RM’000
At 31 December 2020
Financial assets
Receivables
- trade receivables 697,354 697,354 - -
Amount due from an associate 956 976 - -
At 31 December 2019
Financial assets
Receivables
- trade receivables 620,072 620,072 - -
Amount due from an associate 1,177 1,177 - -
The fair values are calculated based on cash flows discounted using a current lending rate. The financial
assets are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable
inputs including counterparty credit risk.
Due to the short-term nature of the current financial assets and liabilities, their carrying amounts are
considered to approximate fair values at the reporting date.
The carrying values of the borrowings of the Group and the Company approximate fair values at the reporting
date as these borrowings are floating rate borrowings.

33. SIGNIFICANT EVENTS
a) Covid-19 outbreak
In March 2020, the World Health Organisation declared the outbreak of Covid-19 as a global pandemic. The
outbreak has disrupted global markets with travel restrictions and lockdowns declared by governments
across all countries.
Up to the date of these financial statements, the Group has seen an impact of Covid-19 outbreak on the
Group’s revenue, earnings, cash flows and financial condition. However, there is an uncertainty about the
length and severity of Government or regulatory intervention which could have unexpected impact. A
prolonged economic downturn could also lead to further Government or regulatory intervention and more
adverse outcomes to the Group’s business.
The Group is implementing timely measures to miminise impact of the outbreak on the Group’s operation and
expects to remain solvent. Cashflow forecasts indicate the Group will maintain sufficient liquidity to meet the
Group’s required working capital requirement for its operating business. These forecasts have been prepared
for a number of scenarios including future potential Covid-19 lockdowns and travel restrictions that will
affect the asset facility managements and engineering and consturction segments. In any of these scenarios,
accordingly, there is no reason for the Directors to believe that there is any significant uncertainty on going
concern as the Group has a range of additional options available in the event conditions worsen including
raising additional funds, liquidating assets and seeking additional support from the Group’s financiers.
b) Demolition of Meena Plaza Towers (“Meena Plaza Project”)
Following to the authority’s approval on the redevelopment purpose at Mina Zayed Wharf in Abu Dhabi,
Meena Plaza Project have been demolished on 27 November 2020. The main contractor of Meena Plaza
Project is the subsidiary of the Company ie Zelan Holding (M) Sdn. Bhd. (“ZHSB”).
34. PRIOR YEAR ADJUSTMENTS
As previously As
reported Adjustment restated
RM’000 RM’000 RM’000
Group
Statement of profit or loss and other comprehensive income

for the year ended 31 December 2019
Investment properties:
Depreciation 241 (3,781) (3,540)
Fair value gain - (4,067) (4,067)
Statement of financial position as of 31 December 2019

Investment properties 8,179 7,607 15,786
Statement of changes in equity

Accumulated losses (87,188) 7,607 (79,581)
In current year, the Group has changed the measurement of investment properties at fair value model from cost
model. The Group has applied the new policy retrospectively.
List of Properties Held

Net Book Age of

Area Description/ Year of Value Building Year of
Location Tenure (sq. ft.) Existing Use Expiry (RM’000) (Years) Acquisition
PROPERTIES
24th Floor, Wisma Zelan Leasehold 10,718 Office use 2090 2,123 20 1995
No. 1, Jalan Tasik Permaisuri 2
Bandar Tun Razak, Cheras
56000 Kuala Lumpur
INVESTMENT PROPERTIES
23rd Floor, Wisma Zelan Leasehold 22,122 Office rented to 2090 3,865 20 1995
No. 1, Jalan Tasik Permaisuri 2 third party
56000 Kuala Lumpur
21st Floor, Wisma Zelan Leasehold 23,444 Office rented 2090 2,113 20 1995
No. 1, Jalan Tasik Permaisuri 2 to third party
56000 Kuala Lumpur
Basement, 4th, 5th and 6th Floor Leasehold 48,855 Car park 2090 2,200 20 2005
Wisma Zelan
No. 1, Jalan Tasik Permaisuri 2
56000 Kuala Lumpur
Disclosure of Recurrent
Related Party Transactions
as at 31 March 2021
DETAILS OF THE RRPT ENTERED INTO BY ZELAN GROUP WITH THE RELATED PARTIES
Interested Transactions
Transacting Major (from 3 September
Transacting Related Shareholder/ 2020 to 31 March 2021
Companies Parties Director Nature of RRPT RM’000
Zelan Group MMC Group STSB, ICSB Construction contracts, project -

and/or TSSM management and property development
Provision of general agreement/contract -
Provision of *lease/**rental of office 483

premises
Zelan Group TCB Group PLSB, RJSB, Construction contracts, project -

MMC and/or management and property development
TSSM
**Rental of office premises -
Zelan Group DRB-HICOM ESSB and/or Construction contracts, project -

Group TSSM management and property development
TOTAL 483
* The lease agreement (if any) is for a period exceeding three (3) years and payable on an equal pro-rated monthly or
annual instalments basis.
** The rental agreement is for a period of two (2) years (with an option to renew for another year) and the rental is
payable on a monthly basis.
Note:
The estimated value of transactions from 15 July 2021 (date of this AGM) to the date of the next AGM are based on best
estimates by Management using historical trends and projected business transaction growth. The actual transacted
value may vary, exceed or be lower than, the estimates shown above.
Shareholders Information
as at 20 May 2021
Class of Securities : Ordinary Shares of 10 sen each

Authorised Share Capital : RM400,000,000
Issued and Paid Up Capital : RM844,920,705
Voting Right : One (1) vote for every ordinary share
No. of Shareholders : 10,340
DISTRIBUTION SCHEDULE OF ORDINARY SHAREHOLDERS
CATEGORY NO. OF HOLDERS % NO. OF HOLDINGS %

Less than 100 249 2.41 5,677 0.00
100 – 1,000 880 8.51 564,829 0.06
1,001 – 10,000 3,621 35.01 22,030,244 2.61
10,001 – 100,000 4,726 45.71 179,674,387 21.27
100,001 to 42,246,034 (*) 863 8.35 311,065,489 36.82
42,246,035 and Above (**) 1 0.01 331,580,079 39.24
TOTAL 10,340 100.00 844,920,705 100.00
REMARK : (*) - LESS THAN 5% OF ISSUED HOLDINGS

(**) - 5% AND ABOVE THE ISSUED HOLDINGS
DIRECTORS’ INTEREST AS PER THE REGISTER OF DIRECTORS’ SHAREHOLDINGS

None of the Directors has any direct or indirect interest in the Company or in a related corporation.
INFORMATION ON SUBSTANTIAL SHAREHOLDERS
NO. NAMES OF SUBSTANTIAL NRIC/ DIRECT HOLDINGS

SHAREHOLDERS REGISTRATION NO. NO. %
1 MMC CORPORATION BERHAD 30245H 331,580,079 39.24
THIRTY LARGEST SHAREHOLDERS
NO. NAMES SHAREHOLDINGS %

1 MMC CORPORATION BERHAD 331,580,079 39.24
2 HSBC NOMINEES (ASING) SDN BHD 6,936,700 0.82
EXEMPT AN FOR BANK JULIUS BAER & CO. LTD. (SINGAPORE BRANCH)
3 NG KIAN BING 6,075,000 0.72
4 KENANGA NOMINEES (TEMPATAN) SDN BHD 5,350,000 0.63
PLEDGED SECURITIES ACCOUNT FOR LIU TZE YOUNG
5 CGS-CIMB NOMINEES (TEMPATAN) SDN BHD 5,000,000 0.59
PLEDGED SECURITIES ACCOUNT FOR LEE YOON SING (MY3586)
6 TEE KIAM HENG 5,000,000 0.59
Shareholders Information
as at 20 May 2021
THIRTY LARGEST SHAREHOLDERS (CONT’D)
NO. NAMES SHAREHOLDINGS %

7 RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 4,300,000 0.45
PLEDGED SECURITIES ACCOUNT FOR TIONG KIEW CHIONG (CEB)
8 LIAN FONG CHEE 3,050,000 0.36
PLEDGED SECURITIES ACCOUNT FOR LEE LI SEE (SOLARIS-CL)
10 GHAZALY BIN BAKAR 2,500,000 0.30
11 LIM CHUN SEEN 2,440,500 0.29
12 TA NOMINEES (TEMPATAN) SDN BHD 2,400,000 0.28
PLEDGED SECURITIES ACCOUNT FOR LIM KA KIAT
PLEDGED SECURITIES ACCOUNT FOR AZMI BIN MUHAMMAD (MY2422)
14 GOH POH CHEE 2,114,000 0.25
15 MD. SHAH BIN ABU HASAN 2,100,000 0.25
16 YEOH SWEE LENG 2,100,000 0.25
PLEDGED SECURITIES ACCOUNT FOR ONG TENG CHAI (J BENDAHARA-CL)
18 CARTABAN NOMINEES (ASING) SDN BHD 2,008,400 0.24
EXEMPT AN FOR BARCLAYS CAPITAL SECURITIES LTD (SBL/PB)
19 TEE JIN GEE ENTERPRISE SDN BHD 2,000,000 0.24
20 WAN FAREEZUDIN BIN WAN HUSAIN 2,000,000 0.24
21 TAN ENG HAI 1,910,800 0.23
22 ONG SI TENG 1,884,800 0.22
23 KOK JIN KHUM 1,700,100 0.20
24 HANG TUAH BIN AMIN TAJUDIN 1,667,900 0.20
25 MD. SHAH BIN ABU HASAN 1,630,000 0.19
26 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 1,600,000 0.19
PLEDGED SECURITIES ACCOUNT FOR LIU TZE YOUNG (8027006)
27 MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,550,000 0.18
PLEDGED SECURITIES ACCOUNT FOR LIU TZE YOUNG
28 KO BOON LEONG 1,520,000 0.18
29 LIM HOCK HUAT 1,513,200 0.18
30 MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,510,000 0.18
PLEDGED SECURITIES ACCOUNT FOR HEZRUL HAFIZ BIN SULAIMAN
TOTAL NO. OF HOLDERS : 30

TOTAL HOLDINGS : 410,691,579
TOTAL PERCENTAGE : 48.61
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the 45th Annual General Meeting (“AGM”) of Zelan Berhad (“Zelan or the Company”)
will be conducted as a fully virtual meeting from broadcast venue at Boardroom of Zelan Berhad, 24th Floor, Wisma
Zelan, No. 1, Jalan Tasik Permaisuri 2, Bandar Tun Razak, Cheras, 56000 Kuala Lumpur on Thursday, 15 July 2021 at
2.00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions:
ORDINARY BUSINESS
1. To receive the Audited Financial Statements of the Company for the financial year Please refer to Note A
ended 31 December 2020 together with the Reports of the Directors and Auditors
thereon.
2. To re-elect the following Directors who retire in accordance with Article 23.2 of the
Company’s Constitution and who being eligible, offer themselves for re-election:
(i) YBhg. Dato’ Anwar bin Haji @ Aji Resolution 1

(ii) Encik Mohd Shukor bin Abdul Mumin Resolution 2
3. To approve the payment of Directors’ fees for the financial year ending 31 December Resolution 3
2021 amounting to RM361,000.00.
4. To approve the payment of Directors Remuneration (excluding Directors’ fees Resolution 4

and Board committee fees) at the capping amount of RM400,000.00 to the Non-
Executive Directors from 16 July 2021 until the conclusion of the next AGM of the
Company (“Relevant Period”).
5. To appoint Messrs Afrizan Tarmili Khairul Azhar (AF1300) as Auditors of the Resolution 5
Company in place of the outgoing Auditors, and to hold office until the conclusion
of the next Annual General Meeting of the Company, at a remuneration to be
determined by the Board of Directors.
SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolution:
6. PROPOSED CONTINUATION IN OFFICE AS INDEPENDENT NON-EXECUTIVE

DIRECTOR
“THAT Datuk Ooi Teik Huat who has served as an Independent Non-Executive Resolution 6
Director of the Company for a cumulative term of more than twelve (12) years be
and is hereby retained as an Independent Non-Executive Director of the Company
until conclusion of next AGM.”
7. AUTHORITY TO ALLOT AND ISSUE SHARES Resolution 7
“THAT subject always to the Companies Act, 2016 (“Act”), the Constitution of the
Company and the approvals of the relevant government/regulatory authorities,
the Board be and are hereby authorised pursuant to Section 75 and 76 of the Act,
to issue and allot shares of the Company at any time until the conclusion of the next
AGM of the Company upon such terms and conditions and for such purposes as
the Board may, in their absolute discretion deem fit, provided that the aggregate
number of shares to be issued does not exceed ten percent (10.0%) of the issued
and paid-up share capital of the Company for the time being AND THAT the Board
is also empowered to obtain the approval of Bursa Malaysia Securities Berhad and
any other relevant approvals as may be necessary for the listing of and quotation
for the additional shares so issued.”
8. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT Resolution 8

RELATED PARTY TRANSACTIONS OF REVENUE OR TRADING NATURE
WITH MMC CORPORATION BERHAD AND ITS SUBSIDIARIES, TRADEWINDS
CORPORATION BERHAD AND ITS SUBSIDIARIES AND DRB-HICOM BERHAD
AND ITS SUBSIDIARIES (“PROPOSED SHAREHOLDERS’ MANDATE”)
“THAT approval be and is hereby given for the Company and/or its subsidiaries
(“Group”) to enter into the recurrent transactions of revenue or trading nature with
MMC Corporation Berhad and its subsidiaries, Tradewinds Corporation Berhad and
its subsidiaries and DRB-HICOM Berhad and its subsidiaries, as set out in Section
2 of the Circular to Shareholders dated 31 May 2021 which are subject to the
renewal and obtaining the shareholders’ mandate, provided that such transactions
are necessary for the day-to-day operations and are carried out in the ordinary
course of business and at arms’ length basis on normal commercial terms, which
are consistent with the Group’s normal business practices and policies, and on
terms not more favourable to the related parties than those generally available to
the public and on terms not to the detriment of the minority shareholders,
AND THAT such approval shall be in force until:
(i) the conclusion of the next AGM of the Company at which time the authority
will lapse, unless the authority is renewed by a resolution passed at such AGM;
(ii) the expiration of the period within which the next AGM is required to be held
pursuant to Section 340(2) of the Act (but shall not extend to such extensions
as may be allowed pursuant to Section 340(4) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in general meeting,
whichever is the earlier AND THAT the Directors and/or any of them be and are
hereby authorised to do all such acts and things (including, without limitation, to
execute all such documents) in the interest of the Company to give full effect to
the aforesaid shareholders’ mandate and any transaction contemplated under this
Ordinary Resolution,
AND THAT in making the appropriate disclosure of the aggregate value of recurrent
transactions conducted pursuant to the shareholders’ mandate in the Company
annual report, the Company must provide a breakdown of the aggregate value
of the recurrent transactions made during the financial period, amongst others,
based on the following information:
(i) the type of the recurrent transactions entered into; and
(ii) the names of the related parties involved in each type of the recurrent
transaction made and their relationship with the Company.”
BY ORDER OF THE BOARD
YUSRENAWATI BINTI MOHD YUSOF

Company Secretary
31 May 2021
Cheras, Kuala Lumpur
Notes:
1. Only members whose name appears on the Record of Depositors as at 9 July 2021 shall be entitled to attend the
45th AGM or appoint a proxy (ies) to attend and/or vote on their behalf.
2. A member of the Company who is entitled to attend and vote at this meeting is entitled to appoint a proxy
or proxies to attend and vote in his stead. If the proxy is not a member of the Company, he need not be an
advocate, an approved company auditor or a person approved by the Registrar of Companies and there shall be
no restriction as to qualification of the proxy.
3. A member shall be entitled to appoint up to two (2) proxies to vote at the same meeting. Where a member
appoints two (2) proxies, the appointment shall be invalid unless he specifies the proportion of his shareholdings
to be represented by each proxy.
4. In case of a corporation, the proxy form should be under its common seal or under the hand of an officer or
attorney duly authorised on its behalf. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
5. In the case of joint holders, the signature of any one of them will suffice.
6. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry
(Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised
nominee may appoint in respect of each omnibus account it holds.
7. Unless voting instructions are indicated in the spaces provided in the proxy form, the proxy may vote as he/she
thinks fit.
8. The instrument appointing a proxy or the power of attorney or other authority, if any, under which it is signed or
a notarially certified copy of that power of authority must be deposited with the Registrar’s Office, Boardroom
Share Registrars Sdn Bhd, at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200
Petaling Jaya, Selangor not less than forty-eight (48) hours before the time appointed for the meeting or any
adjournment thereof at which the person named in the instrument appointing a proxy to vote at this Meeting shall
be deemed to include the power to demand, or join in demanding a poll on behalf of the appointer.
9. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all
resolutions set out in the Notice of 45th AGM will be put to vote by poll. The AGM will be conducted on fully virtual
and the Company has appointed Boardroom Share Registrars Sdn Bhd. as the Poll Administrator for the AGM to
facilitate the remote participation and voting facilities. Please refer to the procedures set out in the Administrative
Details for the AGM on the registration and voting process for the Meeting.
10. Due to the COVID-19 pandemic, the Broadcast Venue of the AGM is strictly for the purpose of complying with
Section 327(2) of the Act which requires the Chairman shall be at the main venue of the AGM. No Shareholders/
Proxies from the public will be allowed to be physically present at the Broadcast Venue on the day of the AGM.
EXPLANATORY NOTES ON ORDINARY BUSINESS
Note A
This agenda item is meant for discussion only as per the provision of Section 340(1)(a) of the Act, the Audited Financial
Statements do not require the formal approval of shareholders, and hence, the matter will not be put forward for
voting.
Resolution 3 – Payment of Directors’ Fees for financial year ending 31 December 2021
With the enforcement of Section 230(1) of the Act with effect from 31 January 2017, the listed company is required to
table, amongst others, the fees of the directors and any benefits payable to the directors of a listed company and its
subsidiaries for the shareholders’ approval at a general meeting.
The breakdown of the Directors’ fees for financial year ending 31 December 2021 is as follows:
Nomination and
Remuneration
Board of Directors Audit Committee Committee
Membership (RM) (RM) (RM)
Chairman 75,000.00 30,000.00 24,000.00

Member 40,000.00 20,000.00 16,000.00
Nomination and
Audit Remuneration
Directors Board Committee Committee Total
(RM) (RM) (RM) (RM)
Dato’ Anwar bin Haji @ Aji 75,000.00 N/A 24,000.00 99,000.00

Datuk Ooi Teik Huat 40,000.00 30,000.00 16,000.00 86,000.00
Datuk Puteh Rukiah binti Abd Majid 40,000.00 20,000.00 16,000.00 76,000.00
Encik Suhaimi bin Halim 40,000.00 20,000.00 N/A 60,000.00
Encik Mohd Shukor bin Abdul Mumin 40,000.00 N/A N/A 40,000.00
Total 361,000.00
The total amount of Directors’ fees payable to the Non-Executive Directors (“NEDs”) is estimated to be up to
RM361,000.00 for the period from 1 January 2021 to 31 December 2021.
Resolution 4 – Payment of Directors’ remuneration and benefits
The total amount of remuneration and benefits payable to the Directors is estimated to be up to RM400,000.00 for
the period from 16 July 2021 until the conclusion of the next AGM of the Company.
Details of the estimated Directors’ remuneration and benefits (excluding Directors’ fees and Board committee fees)
for NEDs are set out below:
Meeting
Allowances for
Board and Board Other Benefit-
Directors Committees Allowances In-Kind Total
(RM) (RM) (RM) (RM)
Dato’ Anwar bin Haji @ Aji (Chairman) 8,000 291,0001 45,116.872 344,116.87
Datuk Ooi Teik Huat 14,000 - - 14,000
Datuk Puteh Rukiah binti Abd Majid 14,000 - - 14,000
Encik Suhaimi bin Halim 11,000 - - 11,000
Encik Mohd Shukor bin Abdul Mumin 5,000 - - 5,000
Total 52,000 291,000 45,116.87 388,116.87
(capped
at 400,000)
The estimated directors’ remunerations quoted above are based from those received by NEDs in the previous year.
Notes:
1
Other Allowances to the NEDs comprising director’s allowance, car allowance and entertainment allowance.
2
Benefit in kind comprising company driver, petrol and mobile phone bill (based on average monthly usage for the Relevant Period).
Resolution 5 – Appointment of Messrs Afrizan Tarmili Khairul Azhar (AF1300) as Auditors of the Company
The Company has received a written consent to act as Auditors of the Company from Messrs Afrizan Tarmili Khairul
Azhar (AF1300) pursuant to Section 264(5) of the Act.
Resolution 6 – Continuation in office as Independent Non-Executive Director
Datuk Ooi Teik Huat was appointed as an Independent Non-Executive Director of the Company on 10 July 2009
and therefore, has served the Board for a cumulative term of more than twelve (12) years. The Board of Directors
of the Company through the Nomination and Remuneration Committee, after having assessed the independence of
Datuk Ooi Teik Huat, regards him to be independent and recommends that Datuk Ooi Teik Huat be retained as an
Independent Non-Executive Director of the Company subject to the approval from the shareholders of the Company,
based amongst others, the following justifications:
(a) Datuk Ooi Teik Huat have been a dedicated and committed Board member, having attended almost all the
Committee and Board meetings since his appointment to the Board;
(b) Datuk Ooi Teik Huat’s experience enables him to provide the Board with a diverse set of experience, expertise,
skills and competence. His good understanding of the industry and Company’s business operations enable him to
participate actively and contribute effectively during deliberations for robust discussion at the Audit Committee,
Nomination Committee and Board Meetings without compromising his independence and objective judgement;
(c) Datuk Ooi Teik Huat demonstrated high commitment and devoted sufficient time to his responsibilities as Senior
Independent Non-Executive Director of the Company;
(d) Datuk Ooi Teik Huat fulfills the criteria of an Independent Director as defined in the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad;
(e) Datuk Ooi Teik Huat exercises due care as Independent Non-Executive Director of the Company and is able to
carry out his professional and fiduciary duties in the interests of the Company and shareholders; and
(f) Datuk Ooi has always acted in the best interests of the Company and has at all times exercised due care in
carrying out his fiduciary duties, and his tenureship with the Company has neither impaired or compromised his
integrity.
The shareholders’ approval for Ordinary Resolution 6 will be sought on a single-tier voting basis.
Resolution 7 – Authority to allot shares
The proposed Resolution 7, if passed, will give a renewed mandate to the Directors of the Company, from the date of
the forthcoming AGM, to allot and issue ordinary shares in the Company up to and not exceeding in total ten per cent
(10.0%) of the issued and paid-up capital of the Company pursuant to Section 75 of the Companies Act, 2016. This
authority, unless revoked or verified at a general meeting will expire at the next AGM of the Company.
As at the date of the Notice, no new shares in the Company were issued pursuant to the mandate granted to the
Directors at the last AGM held on 3 September 2020 which will lapse at the conclusion of the forthcoming AGM.
The Board continues to consider opportunities to expand the Company’s business. In the event of a new allotment
of shares pursuant to such opportunity, the proceeds will be utilised as working capital of the Company. The passing
of this resolution would avoid any delay and cost involved in convening a general meeting to specifically approve the
issuance of the shares.
Resolution 8 – Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
For further information, please refer to Circular to Shareholders dated 31 May 2021.
Statement Accompanying
No individual is seeking election as a Director at the forthcoming 45th AGM of the Company.
Administrative Details
for the Fully Virtual 45th Annual General Meeting
The 45th Annual General Meeting (“AGM”) of (“Zelan or the Company”) will be conducted as a fully virtual meeting
from the broadcast venue at Boardroom of Zelan Berhad, 24th Floor, Wisma Zelan, No. 1, Jalan Tasik Permaisuri 2,
Bandar Tun Razak, Cheras, 56000 Kuala Lumpur on Thursday, 15 July 2021 at 2.00 p.m.
1. Remote Participation and Voting at A Fully Virtual 45th AGM
Having regard to the well-being and safety of the Company’s shareholders, employees and advisers who will
attend the 45th AGM and as a precautionary measure amid COVID-19, the Company will conduct its 45th AGM as
a fully virtual meeting via Remote Participation and Voting (“RPV”) Facilities, without a physical meeting venue,
on 15 July 2021.
The shareholders are strongly encouraged to participate using the RPV webcast which is available at
https://boardroomlimited.my, to login, register and sign up as a user. No shareholder/proxy/corporate
representative from the public should be physically present nor admitted at the broadcast venue at the date
of the 45th AGM of the Company. The broadcast venue is meant for the compliance with Section 372(2) of the
Companies Act 2016 that the Chairman shall be present at the main venue of the AGM.
With the use of RPV Facilities, the shareholders may exercise your rights to participate, speak (in the form of
real time submission of typed texts) and vote at the general meeting from different location without physically
present at the meeting venue, including to pose questions to the Board or Management of the Company.
The closing time to submit your request to access the RPV webcast is at 2.00 p.m. on 13 July 2021 (48 hours
before the 45th AGM).
Depending on the evolving COVID-19 situation in Malaysia from time to time, the Company will inadvertently
require to change the arrangements of its 45th AGM with short notice to cope with the situation. Kindly be
informed of the latest updates on the 45th AGM (if any) at the Company’s website or announcement by the
Company. The Company will continue to observe the guidelines issued by Ministry of Health of Malaysia and will
take all necessary precautionary measures as advised.
2. General Meeting Record of Depositors (“ROD”)
Only depositors whose names appear on the ROD as at 9 July 2021 shall be entitled to participate in the AGM or
appoint proxies to register and vote on their behalf.
3. Proxy
If an individual shareholder is unable to attend the AGM, he/she is encouraged to appoint the Chairman of the
meeting as his/her proxy and indicate the voting instructions in the Proxy Form (enclosed together with the
Notice of AGM dated 31 May 2021) (“Proxy Form”) in accordance with the notes and instructions printed therein.
For the shareholders who have previously submitted Proxy Forms appointing their proxies, you may register your
intention to participate via https://boardroomlimited.my. The proxy appointment will be deemed revoked upon
your registration to personally participate remotely in the AGM.
Corporate shareholders that wish to appoint a representative to participate and vote remotely at the AGM
may refer to details set out under item 6 or contact the share registrars, Boardroom Share Registrars Sdn Bhd
(“Boardroom”), with the details set out under item 8 below for assistance and will be required to provide the
following documents to Boardroom not later than Tuesday, 13 July 2021 at 2.00p.m.
(i) original certificate of appointment of its corporate representative or Proxy Form under the seal of the
corporation or under the hand of a duly authorised officer/attorney;
(ii) copy of the corporate representative’s or proxy’s MyKad (front and reverse); and
(iii) corporate representative’s or proxy’s email address and mobile phone number. Boardroom shall respond to
you on your request for remote participation.
The corporate shareholder (through corporate representative(s) or appointed proxy (ies) who is unable to attend
the AGM) is encouraged to appoint the Chairman of the meeting as its proxy indicate the voting instruction in the
Proxy Form in accordance with the notes and instructions printed therein.
In respect of the beneficiaries of the shares under a nominee company’s CDS account (“NC members”) who wish
to participate and vote remotely at the AGM, the NC member(s) can request its nominee company to appoint
him/her as a proxy to participate and vote remotely at the AGM. The nominee company may refer to details set
out under item 6 or contact Boardroom’s officer with the details set out under item 8 below for assistance and will
be required to provide the following documents to Boardroom not later than Tuesday, 13 July 2021 at 2.00p.m.
(1) original Revised Proxy Form under the seal of the nominee company;
(2) copy of the proxy’s MyKad (front and reverse); and
(3) proxy’s email address and mobile phone number.
Boardroom shall respond to you on your request for remote participation
4. Shareholders’ Right to Speak
The shareholders may use the query box facility on the RPV webcast to transmit your question to the Chairman/
Board. The Chairman/Board will try to address and answer the relevant questions during the Questions and
Answers session.
5. Poll Voting
The voting at the AGM will be conducted by way of poll in accordance with Paragraph 8.29A of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad.
The Company’s share registrars/poll administrator, Boardroom, will assist to conduct the poll by way of electronic
voting and the independent scrutineers will verify and validate the poll results. Upon the completion of the voting
session for the AGM, the scrutineers will verify the poll results followed by the Chairman’s announcement whether
the resolutions are duly passed.
6. RPV Facilities
Please note that this option is available to (i) individual members; (ii) corporate shareholder; (iii) Authorised
Nominee; and (iv) Exempt Authorised Nominee.
If you choose to participate in the meeting online, you will be able to view live webcast of the meeting, submit
questions to the Chairman and submit your votes in real time whilst the meeting is in progress.
Kindy follow the steps below on how to request for login ID and password.
Step 1 - Register Online with Boardroom Smart Investor Portal (for first time registration only)
[Note: If you have already signed up with Boardroom Smart Investor Portal, you are not required to register again.
You may proceed to Step 2. Submit request for Remote Participation user ID and password.]
a. Access website https://boardroomlimited.my

b. Click <<Login>> and click <<Register>> to sign up as a user.
c. Complete registration and upload softcopy of MyKAD (front and back) or Passport.
d. Please enter a valid email address and wait for Boardroom’s email verification.
e. Your registration will be verified and approved within one business day and an email notification will be
provided.
Step 2 - Submit Request for Remote Participation User ID and Password
[Note: The registration for remote access will be opened on 14 June 2021]
Individual Members
- Login to https://boardroomlimited.my using your user id and password above.

- Select “Virtual Meeting” from main menu and select the correct Corporate Event “Zelan Berhad 45th Annual
General Meeting”
- Enter your CDS Account.
- Read and agree to the terms & condition and thereafter submit your request.
Corporate Shareholders
- Write in to [email protected] by providing the name of Member, CDS Account Number

accompanied with the Certificate of Appointment of Corporate Representative or Form of Proxy to submit the
request.
Authorised Nominee and Exempt Authorised Nominee
- Write in to [email protected] by providing the name of Member, CDS Account Number

accompanied with the Form of Proxy to submit the request.
a. You will receive a notification from Boardroom that your request has been received and is being verified.
b. Upon system verification against the AGM’s Record of Depositories, you will receive an email from Boardroom
either approving or rejecting your registration for remote participation.
c. You will also receive your remote access user ID and password along with the email from Boardroom if your
registration is approved.
d. Please note that the closing time to submit your request is at 02:00 p.m. on 13 July 2021 (48 hours before the
AGM).
Step 3 - Login to Virtual Meeting Portal
[Please note that the quality of the connectivity to Virtual Meeting Portal for live web cast as well as for remote
online voting is highly dependent on the bandwidth and the stability of the internet connectivity available at the
location of the remote users.]
a. The Virtual Meeting portal will be open for login starting two hours (2 hours) before the commencement of
AGM at 2:00 pm on 15 July 2021.
b. Follow the steps given to you in the email along with your remote access user ID and password to login to the
Virtual Meeting portal. (Refer to Step 2 above).
c. The steps will also guide you how to view live web cast, ask questions and vote.
d. The live web cast will end and the Messaging window will be disabled the moment the Chairman announces
the closure of the AGM.
e. You can now logout from Virtual Meeting Portal.
7. F&B & Door Gift
There will be NO distribution of food voucher or door gift to shareholders.
8. Enquiry
If you have any enquiry prior to the 45th AGM, please contact the following officers during office hours from 9.00
a.m. to 5.00 p.m. (Mondays to Fridays):
Boardroom Share Registrars Sdn Bhd

(Registration No. 199601006647/378993-D)
11th Floor, Menara Symphony,
No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13,
46200 Petaling Jaya, Selangor Darul Ehsan,
Malaysia
General Line : +603-7890 4700

Fax No. : +603-7890 4670
Officers : Encik Zulkernaen Abd Samad
+603-7890 4741 ([email protected])
Puan Rozleen Monzali
+603-7890 4739 ([email protected])
PROXY FORM
CDS Account No. No. of shares held
Zelan Berhad 197601001688 (27676-V)
I/We, (NRIC/Passport No. )
of Tel. No.
being a member/members of ZELAN BERHAD hereby appoint:-
Full Name (in block) NRIC No./Passport No. Proportion of Shareholding
No. of Shares %
Address
*and/or (*delete if not applicable)
Full Name (in block) NRIC No./Passport No. Proportion of Shareholding

No. of Shares %
Address
or failing him/her the CHAIRMAN OF MEETING, as my/our proxy to vote for me/us on my/our behalf at the 45th Annual
General Meeting (“AGM”) will be conducted as a fully virtual meeting from broadcast venue at Boardroom of Zelan
Berhad, Level 24th Floor, Wisma Zelan, No. 1, Jalan Tasik Permaisuri 2, Bandar Tun Razak, Cheras, 56000 Kuala
Lumpur on Thursday, 15 July 2021 at 2.00 p.m. and at any adjournment thereof, on the following resolutions referred
to in the Notice of the Annual General Meeting.
(Please indicate with a check mark (“  ”) in the appropriate box on how you wish your proxy to vote. If no instruction is
given, this form will be taken to authorise the proxy to vote at his/her discretion.)
RESOLUTION ORDINARY BUSINESS FOR AGAINST

1 To re-elect YBhg. Dato’ Anwar bin Haji @ Aji pursuant to Article 23.2 of the
Company’s Constitution
2 To re-elect Encik Mohd Shukor bin Abdul Mumin pursuant to Article 23.2 of the
Company’s Constitution
3 To approve the payment of Directors’ Fees
4 To approve the payment of Directors’ remuneration (excluding Directors’ fees
and Board committee fees) to the Non-Executive Directors from 16 July 2021
until the conclusion of the next annual general meeting of the Company at the
capping amount of RM400,000.00
5 To appoint Messrs Afrizan Tarmili Khairul Azhar (AF1300) as Auditors of the
Company
RESOLUTION SPECIAL BUSINESS
6 To re-appoint and to continue to act as Independent Non-Executive Director of
the Company – Datuk Ooi Teik Huat
7 Ordinary Resolution - Authority to Allot Shares
8 Ordinary Resolution - Proposed Renewal of Shareholders’ Mandate for Recurrent
Related Party Transactions of Revenue or Trading Nature
Signature/Common Seal of Member Dated this day of 2021

NOTES:
1. This proxy form, duly signed, must be deposited at the Registrar’s Office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13,
46200 Petaling Jaya, Selangor, Malaysia (Fax No: +603 7890 4670) not less than forty-eight (48) hours before the meeting. Each shareholder can
appoint not more than two (2) proxies. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the
proportions of his holdings to be represented by each proxy.
2. In the case of a corporation, this proxy form should be under its common seal or under the hand of an officer or attorney duly authorised on its behalf.
A proxy need not be a member of the Company and a member may appoint any person to be his proxy. This instrument appointing a proxy shall be
deemed to confer authority to demand or join in demanding a poll.
3. A corporation may by resolution of its Directors or the governing body, if it is a member of the Company authorise such person as it thinks fit to act
as its representative and a person so authorised shall be entitled to exercise the same powers on behalf of the corporation.
4. In the case of joint holders, the signature of any of them will suffice.
Note to Shareholders
(i) We will forward the hard copy of Annual Report 2020 to the shareholder within four (4) market days from the date of receipt of the shareholder’s
verbal or written request.
(ii) Our website address is: http://www.zelan.com. In case of any requests/queries regarding our Annual Report 2020, please contact Puan Yusrenawati
Mohd Yusof at telephone no: +603 9173 9173.
(iii) This Annual Report could be downloaded from the Company’s website at this URL address: http://www.zelan.com.
Fold Here
ZELAN BERHAD
45th AGM
15 JULY 2021 STAMP
BoardRoom Share Registrars Sdn. Bhd.

(formerly known as Symphony Share Registrars Sdn. Bhd.)
11th Floor, Menara Symphony
No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13
46200 Petaling Jaya, Selangor
Fold Here
www.zelan.com
Zelan Berhad 197601001688 (27676-V)

24th Floor, Wisma Zelan
No. 1, Jalan Tasik Permaisuri 2,
Bandar Tun Razak, Cheras,
56000 Kuala Lumpur, Malaysia
Tel: +603 9173 9173

Fax: +603 9171 8191
Email : [email protected]

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Zelan Berhad 197601001688 (27676-V)

DATE & TIME

Table of Our business focus

46 Corporate Governance Overview

FINANCIAL YEAR ENDED 31 DECEMBER 2020

First Quarter Amended First Second Quarter

30 June 2020 15 July 2020 28 August 2020

Third Quarter Ended Fourth Quarter Ended Amended

24 November 2020 31 March 2021 06 April 2021

PUBLISHED ANNUAL REPORT AND FINANCIAL STATEMENTS

Notice of the 45th Annual General Meeting

45TH ANNUAL GENERAL MEETING

5 Years’ Financial Highlights

Financial Financial Financial Financial Financial

Liabilities and shareholders funds

Financial Ratios (%)

5 Years’ Financial Highlights

Revenue Profit/(loss) before Profit/(loss)/profit

51,929 42,101 36,205

5 Years’ Financial Highlights

Total assets Debt to equity Net tangible assets

847,688 599 0.10

The year 2020

Dato’ Anwar Bin Haji @ Aji

MILLION KEY DEVELOPMENTS IN THE GROUP

The COVID-19 pandemic and several Movement Control Orders (MCO)

Management Discussion & Analysis

resumed during the Conditional ongoing project undertaken by the

Despite contraction of the economy, consortium partner and the appointed

our wholly-owned subsidiary, Konsesi sub-contractors are working together

Management Discussion & Analysis

Management Discussion & Analysis

GROUP RESULTS BUSINESS OUTLOOK AND On the aspect of asset facilities

COMPANY SECRETARY PRINCIPAL BANKERS

Directors Al Jafree Salihin Kuzaimi PLT

Dato’ Anwar bin Haji @ Aji Datuk Ooi Teik Huat

Board of Directors’ Profile

Dato’ Anwar bin Haji @ Aji Datuk Ooi Teik Huat

Independent, Non-Executive Chairman Senior Independent, Non-Executive Director

Dato’ Anwar bin Haji @ Aji attended all 5 board meetings

Board of Directors’ Profile

Independent, Non-Executive Director Independent, Non-Executive Director

Board of Directors’ Profile

Encik Mohd Shukor bin Abdul Mumin

Independent, Non-Executive Director

Encik Mohd Shukor bin Abdul Mumin was appointed to

Encik Mohd Shukor holds an LLB (Honours) Degree

Encik Mohd Shukor started his career as Manager with

Encik Mohd Shukor does not have any family relationship

Encik Mohd Shukor attended 5 board meetings held

KEY SENIOR OFFICER

Encik Hazimi bin Baharum

Puan Intan Nurulfaiza aged 44, a Malaysian, female, was appointed as

She has approximately eighteen (18) years of experience in legal

Gerard Dominic Fernandez Yusrenawati Mohd Yusof

Kamaruddin Abd Karim Mohd Nasir Md Saad Nazihah Mohd Rashid

Essential Amity Sdn Bhd* *50%

Zelan Construction Arabia Co Ltd 100%

Zelan Construction (India) Pte Ltd 100% Vispa Sdn Bhd

PT Zelan Indonesia 100% Eminent Hectares Sdn Bhd