ANNUAL REPORT 2013 - MalaysiaStock.Biz

We Deliver Halal Cuisine of the World

Brahim’s Holdings Berhad (82731-A) (Incorporated in Malaysia)

ANNUAL REPORT 2013

the World

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Achieved from the successful execution of our M&A strategy. This has reinforced

Brahim’s Holdings Berhad’s (‘Brahim’s’) reputation as a competent Group in the Halal Food Services sector.

Brahim’s will continue to relentlessly look beyond new horizon to prepare and position ourselves for a sustainable future growth,

deeply rooted in our Mission to be a key player in the Food Services and Food Related Sector.

We will continue to build stronger foundations to undergrid our business ambitions and to deliver enhanced shareholders value by:

Building and expanding enduring customer relationships with international airlines in particular our core customer, MAS.

Extracting greater value from our investments in F&B businesses.

Devoting additional resources to gain further traction in realising the opportunities as signed under

the various MoUs and Collaboration Agreements.

Investing in our people for high performance and empowering them with skills and knowledge to execute our growth plans and

meeting future needs of our customers.

We are confi dent that this holistic approach will generate superior returns

to our shareholders, beyond the immediate horizon.

for Brahim’s

Best Ever Record Profi ts


We Deliver Halal Cuisine of the World

Brahim’s Holdings Berhad (82731-A) (Incorporated in Malaysia)

ANNUAL REPORT 2013

Contents

02Chairman's Message

10Financial Highlights 2013

11Stock Information

11 Financial & Investor Calendar 2013

12Media Highlights 2013

14Awards & Accolades

14Quantum Leap 2013

16History & Milestones

20Board of Directors

21 Corporate Information & Corporate Structure

22Board of Directors’ Profi le

34 Management Discussion & Analysis

52 Corporate Social Responsibility Statement

66Code of Ethics

67Board Charter

69 Statement of Corporate Governance

76 Statement on Risk Management & Internal Control

78 Audit Committee Report

81Financial Statements

144List of Properties

145 Analysis of Shareholdings

148 Notice of Annual General Meeting

FORM OF PROXY

Five Principles to DELIVERING RESULTSIn any world-class organisation, the foundation is the integral part of its existence. It provides us with a basis to act, to be the best global competitor, to preserve and protect the integrity of our Group, to deliver services that are customer-centric, and maintain exceptional levels of opportunity and initiative.

VISION StatementTo be an integrated high performance Halal Food Group with a brand globally recognised for its halal quality and food safety from farm to fork.

Our MISSIONTo achieve a RM1.0 billion revenue by 2017 and rewarding stakeholders through steady earnings growth and dividends. To constantly improve execution skills, upgrading R&D processes and fi nancial and risk management to meet future challenges. To develop viable and sustainable CSR programmes and be a preferredemployer.

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Brahim’s Holdings Berhad (82731-A) | Annual Report 20132

Chairman's Message

A WORD OF WELCOME

On behalf of the Board, I am pleased to present my SIXTH ANNUAL REPORT to our Shareholders since my appointment as Executive Chairman on 15 May 2008.

Over the last six years of my stewardship, your Group has undergone intensive transformation, beginning with a change in core business from logistics to the halal food services sector. To support the change process, new directors were added to the Board, with leadership changes at management level and more importantly, a change of name of your company on 31 May 2010, to better refl ect the Group’s new identity.

ACHIEVEMENTS AND NOTABLES

With the building blocks in place, your Group proceeded to execute several M&As to create the growth drivers for greater earnings visibility and sustainability. The transformation of core business into a halal food services Group has delivered the desired results. Back in 2012, on a 4-year CAGR, Group Revenue and Operating Profi t recorded a 92% and 190% growth, respectively.

Your Group has also announced that it had embarked on two major M&As in 2012, which saw the completion of its 60% acquisition in Admuda Sdn Bhd, and the acquisition of the remaining 49% shares in Brahim's-LSG Sky Chefs Holdings Sdn Bhd (BLSG).



Chairman's Message

Whilst the Admuda Sdn Bhd acquisition was completed on 17 July 2012, as at to date it has not produced the desired results arising from delays in obtaining various state planning approvals and corporate setbacks. (Your Board is re-evaluating this investment). On the other hand, the BLSG acquisition was on track and by 7 January 2013, the acquisition was fully consummated. With this historic event, your Group has renamed its major 100% subsidiary (previously at 51%), BLSG to Brahim’s Airline Catering Holdings Sdn Bhd (BACH), and its 70% operating in-fl ight company from LSG Sky Chefs-Brahims Sdn Bhd (LSGB) to Brahim’s Airline Catering Sdn Bhd (BAC). Thus, the previous trade name “LSG Sky Chefs” is now fully replaced by “Brahim’s Airline Catering”, creating a high brand visibility at both KLIA and Penang Airports.

A handover ceremony was held on 10 January 2013 and was subsequently followed by a name change and unveiling of new logo on 6 February 2013. The ceremony was offi cially graced by our beloved former Prime Minister, Y A Bhg Tun Haji Abdullah bin Haji Ahmad Badawi and Tun Jeanne Abdullah accompanied by MAS CEO, Encik Ahmad Jauhari Yahya.

Upon embarking on its transformation programme over the past 2 years, your Group has also increased its investors' relations activities. Beginning with the Group’s strategic change in 2008 to the launch of its “Transformation Plan” in 2012, conscious efforts were made to institutionalise its Shareholdings. Given a continuing set of improving fi nancial performance, sound management, and being a Syariah compliant counter in the halal food services sector, your

Group’s equity has strong appeal to many Islamic fund managers and other institutional investors. This year’s “List of Thirty (30) Largest Shareholders” profi le refl ects the success of Brahim’s stock appeal and attractiveness to institutional investors. On behalf of the Board, I thank them for their faith and confi dence in the Group’s performance and ability to sustain longer term growth.

IN PASSING

Before I present your Group’s operations review and fi nancial performance, I would like to devote a short paragraph to clarify several social media’s negative portrayal of Group’s in-fl ight catering business. This clarifi cation, I believe is important, that the whole truth be shared and told to our investors and shareholders without malice to anyone.

(i) Social Media: “…25 year catering deal lopsided and eating into MAS profi t…”

Explanation: The catering contract was inked in 2003 between MAS and MAS Catering Sdn Bhd. At that time based on a tender basis, a company called Gubahan Saujana Sdn Bhd (later renamed as BLSG and today is known as BACH) bought and paid RM170m in cash for a 70% equity in MAS Catering Sdn Bhd. MAS Catering Sdn Bhd at the time had accumulated losses of RM240.0 million in its books, negative shareholders fund and bleeding at about RM40.0 million per year in its operations The 25 years concession was needed to ensure the buyer had suffi cient time to recover its investments, which is not unlike any other bail-out projects. This exercise by the government was

Above, leftAfter a decade with LSG Sky Chefs Brahim (LSGB), LSG Sky Chefs ended their partnership with Brahim’s Holdings Berhad. As a sign of goodwill, a ceremony was held in conjunction with the historic event, where a symbolic certifi cate was passed on from LSG's Mr HK Cheung to Brahim's Holdings Group Executive Chairman, Datuk Ibrahim Ahmad Badawi on 10 January 2013.

Above, rightBrahim’s Airline Catering Sdn Bhd unveiled its new name and logo on 6 February 2013. The ceremony was offi cially graced by former Prime Minister, Y A Bhg Tun Haji Abdullah bin Haji Ahmad Badawi and Tun Jeanne Abdullah accompanied by MAS CEO, Encik Ahmad Jauhari Yahya.



Chairman's Message

primarily to have MAS re-focus itself as a carrier rather than being in other non-core businesses. With the sale, obviously the buyer requires some degree of assurance of business continuity and thus, cannot be compared to other non-MAS airline infl ight contracts which are generally of 2-3 years duration and renewed thereafter upon expiry.

Annually, our billings to MAS are about RM260.0 million which constitutes less than 2% of MAS total annual operating cost. Billings to non-MAS customers make up the rest of between RM80.0 million to RM100.0 million.

Ten years of hard work fi nally saw MAS Catering Sdn Bhd accumulated losses being wiped out in 2012. Renamed Brahim’s Airline Catering Sdn Bhd (BAC) the company stays in the black under professional catering management, initially aided by our 49% partner, LSG Asia. The number of employees had been signifi cantly reduced from 1,750 in 2003 to below 1,200 now.

The initial fi rst 10 years of the catering contract had a minimum baseline revenue to provide a guaranteed cash fl ow assurance, but with its removal in 2012, there is no longer any fi nancial commitment from MAS and this is now a market demand-supply scenario. And this market risk is now wholly borne by BAC.

MAS continues to have a 30% equity interest in BAC and actively participates in the Board and Audit Committee decisions of BAC. Thus, it cannot be pictured that this is a lopsided arrangement.

The lucrativeness of this 25-year concession as painted by the social media is also inaccurate. Our net margins from this business ranges from 9%-12% per annum, and generally in the food services sector, higher margins are not uncommon of even up to 20%.

(ii) Social Media: “... naked nasi lemak with no peanuts and ikan bilis...”

Explanation: BAC is a caterer to 37 airlines, serving about 55,000 meals a day. All airlines menu and food design and contents are exclusive to the airlines and strictly observed by BAC.

In the case of the ‘naked nasi lemak’ minus 2 condiments, this was at the instruction of the airline's menu division. This is part of the airline's cost cutting exercise, and there could also be other food areas being explored to reduce costs.

We can only voice our opinion as to the possible repercussions arising from these cost cutting measures.

Above, leftA celebration was held at Café Barbera, Bangsar in conjunction with Brahim’s 25th anniversary on 20 February 2013. Brahim's Group Executive Chairman, Datuk Ibrahim, took the opportunity to introduce pre-packed 2-minute rice, the latest product produced by the Group.

Above, rightOne of the in-fl ight meals prepared by BAC for Emirates. Our BAC chefs prepare healthy meal options with an emphasis on preserving the original fl avours and essential nutrition.



Chairman's Message

FINANCIAL REVIEW

I am pleased to report a quantum leap in your Group’s fi nancial performance leading to record results for the fi nancial year 2013. This was driven by our successful execution of the M&A exercise in 2012 to produce a robust record breaking set of results in the fi nancial performance of the Group.

The BRAHIM’S brand stands for food quality and halal integrity. Your Group operates the world’s

largest halal in-fl ight kitchen and is the only signifi cant fl ying

F&B Group listed on Bursa Malaysia.

Our Group net profi t after tax grew by RM30.56 million to RM39.05 million, compared to RM8.49 million (restated) in 2012. This was achieved on the back of a 39 times increase in turnover at RM394.83 million against a restated turnover of RM10.10 million. The restating of your comparative 2012 accounts are necessary in line with the required adoption of changes in accounting policies of the Group’s investment in joint ventures in accordance and compliance with MFRS 11. Effectively, this requires the 2012 fi gures to be stated from a proportionate consolidation to an equity method approach.

However, to better understand the changes in fi nancial performance, the section in your Annual Report 2013, under “Management Discussion and Analysis” will show an explanation using a ‘comparative equivalent’ approach alongside with the restated 2012 fi gures under MFRS 11. This is to help investors better understand your Group’s achievement in 2013.

In addition to the record breaking revenue and earnings, our balance sheet remains strong with total assets of RM536.26 million, up from RM278.78 million as at end of 2012, whilst shareholders’ funds attributable to equity holders strengthened to RM254.23 million from RM217.01 million recorded as at end of 2012. Concurrently net assets per share stand at RM1.28 as at 31 December 2013, representing a 26.8% increase over 2012 net assets per share of RM1.01.

To fi nance the acquisition of the remaining 49% shares in BLSG, your Company funded the exercise via external bank borrowings which resulted in an increase in Group gearing ratio to 0.61:1 from 0.25:1 in 2012. On a pure bank debt gearing, the ratio is lower at 0.54:1 (2012:0.16:1). Your Board will continue to manage the Group's funding on an optimal debt-equity mix. Your Group cash and cash balances is in a strong surplus position of RM53.65 million as at 31 December 2013.

Above, leftBAC held a press conference in collaboration with MAS to introduce ‘Malaysia Airlines Signature Dish’ on 13 June 2013.

Above, rightBAC was one of the winners in the Asia Pacifi c Entrepreneurship Awards (APEA) held on 27 August 2013. Brahim's Holdings Group Executive Chairman, Datuk Ibrahim Ahmad Badawi, received the award for ‘Outstanding Entrepreneurship Award’ category.



Chairman's Message

DIVIDEND

I am pleased to inform that the Board had on 28 February 2014, declared an interim single-tier tax exempt dividend of RM0.25 cents per share. The dividend was paid on 26 May 2014 to shareholders whose name appeared in the Record of Depositors on 12 May 2014. The total dividends paid amounted to RM563,863.13.

Although the amount of dividend paid is negligible, this interim dividend is symbolic as this is the fi rst time your Company has ever paid a dividend since 15 years ago.

From now on, your Board will place emphasis on providing investors with a steady dividend stream to enable a sustainable level of cash pay out to meet investors’ preference for a stable dividend policy, as well as balancing the need to retain cash for fi nancing future investment projects to enhance shareholders' value.

OPERATIONAL REVIEW

The performance of each of your Group’s business sector is reported under the section “Management Discussion and Analysis”. They are: [a] in-fl ight catering services under BAC; [b] F&B and Restaurant Operations under Dewina Host Sdn Bhd and Café Barbera (SEA) Sdn Bhd; and [c] warehousing and logistics under Tamadam Industries Sdn Bhd.

ECONOMIC AND INDUSTRY REVIEW

For the year 2013, the Malaysian economy performed commendably on the back of a 4.7% growth supported by domestic led consumption and a recovery in exports growth. Bank Negara Malaysia is confi dent of a moderate recovery in the global economy.

PROSPECTS AND GROWTH FOCUS

Your Group’s future plans remain very much in focus as informed to shareholders in 2012, i.e., consummating earnings accretive M&As, and aspiring to become a globalised champion in Halal Food Services and Facilities Management. Your Group continued to explore M&A opportunities in food related businesses throughout 2013 in Australia, China, Middle East and Japan.

To date, we have entered into MoUs and Collaboration Agreements with All Nippon Airways, Labuan Halal Hub Sdn Bhd and Dhyafat Albalad Alameen Co. Ltd, a private company owned by the Municipality of Holy Makkah. Work is now being carried out to formalise these potential growth drivers aimed at increasing future earnings and Brahim’s footprint in global markets.

The outlook will continue to remain challenging. We are confi dent that given our core competitiveness and the gradual diversifi cation and rebalancing of our business confi guration under food manufacturing, F&B business and halal in-fl ight catering, these

Above, leftBrahim's Holdings Group Executive Chairman, Datuk Ibrahim Ahmad Badawi (centre) and Dato’ Choo Kah Hoe (left) on a site visit to Hudson Pacifi c Food Services Melbourne, Australia.

Above, rightUiTM Vice-Chancellor, Datuk Seri Prof Dr Sahol Hamid Abu Bakar (right), exchanging documents with Brahim's Holdings Group Executive Chairman, Datuk Ibrahim Ahmad Badawi on 18 February 2013. At centre is Higher Education Minister, Datuk Seri Mohamed Khaled Nordin.



Chairman's Message

measures should give the Group suffi cient fl exibility and competitive advantages to gain market share and pursue new opportunities.

Having successfully turned around the fl ight catering and the Bonded Warehouse businesses and in full pursuit of the greenfi eld sugar business, the Board is mindful to keep a sound balance between organic and inorganic growth, both geographic and business segment, and to maintain a prudent approach to business risk management.

I am confi dent that we are well placed to continue to deliver superior value to our customers, shareholders, investors and employees in the year ahead.

ACKNOWLEDGEMENTS

Our record 2013 fi nancial results would not have been possible without the concerted effort of all our staff in the Group. My heartfelt thanks also go to our customers, partners, colleagues and shareholders alike for supporting us throughout the year.

I would also like to express my appreciation to Mr Goh Kee Kuang who has retired as CEO on 31 January 2014 after serving two years in this position since 1 January 2012.

I welcome Encik Mohamed Zamry bin Mohamed Hashim, who was re-designated as Managing Director on 1 February 2014, replacing Mr Goh Kee

Kuang as the CEO. Encik Zamry has been our Board member since 15 May 2008, and is also a seasoned corporate and fi nancial professional.

A word of thanks is in order to our Labuan Investment Banker, IBH Investment Bank Limited, which structured and arranged for regional fi nancial resources to complete the BLSG acquisition which had resulted in the quantum leap of your Group’s fi nancial performance in 2013 and beyond.

Special thanks also to Standard Chartered Bank and OCBC Al-Amin Bank Berhad which were the key fi nancial resources enablers in the initial acquisition and an eventual term-out into an Islamic Ijarah Muntahiah bi Al-Tamlik (Term Financing), respectively.

Finally, a special mention must be accorded to my fellow Board members for their insightfulness and wisdom in standing up to the opportunities and challenges presented in 2013. I look forward to their continuing wise counsel and valuable contributions in the years ahead.

Datuk Ibrahim bin Haji AhmadExecutive Chairman

15 May 2014

Above, leftBrahim’s Holdings Bhd entered into a Collaboration Agreement with ANA Holdings Inc to produce halal Japanese cuisine for in-fl ight catering in Japan on 7 January 2014. This agreement includes a consideration to establish a joint venture for halal fl ight kitchens.

Above, rightDato’ Choo Kah Hoe presented the Group's profi le during “RHB Top Malaysia Small Cap Companies 2013” event held at Westin Hotel, Kuala Lumpur on 30 July 2013. Brahim’s Holdings Bhd was listed Top 5 in the Jewels of RHB and was presented with an Award at the recognition ceremony.



WAVES OF TRANSFORMATION

At BHB, we build on our vision and turning our aspirations into tangible results. We identify opportunities for

our group of companies, but more importantly, we create opportunities

by rebuilding and realigning our capabilities to correspond with our

needs and the changing business landscape. Within the last year, we transformed the Group’s business model to meet the changing needs of the services sector and to stay

relevant. By rising to the occasion, it heightens our ability to create new and rewarding business opportunities for ourselves – and for our shareholders.



Financial Highlights 2013

165,

811

2010

196,

637

2012

186,

113

2011 20133

94

,82

9

107,

592

2008

156,

741

2009

271,

619

2010

340,

201

2012

303,

829

2011 2013

53

6,2

64

287,

081

2008

275,

484

2009

19,6

39

2010

24,2

54

2012

24,4

65

2011 2013

58

,80

0

1,69

3

2008

11,1

76

2009

12,2

44

2010

15,1

77

2012

16,1

89

2011 2013

39

,04

9

5,97

7

2009

(3,6

60)

2008

SUMMARY OF FINANCIAL STATEMENT

2008 2009 2010 2011 2012 2013Statements of Comprehensive Income (RM '000)Revenue 107,592 156,741 165,811 186,113 196,637 394,829Profi t/(Loss) before tax 1,639 11,176 19,639 24,465 24,254 58,800Profi t/(Loss) after tax (3,660) 5,977 12,244 16,189 15,177 39,049Profi t/(Loss) attributable to equity holders of the company (4,103) 2,382 6,552 9,503 8,663 22,028EPS/(LPS) (sen) (2.80) 1.33 3.66 5.31 4.30 10.12

Statements of Financial Position (RM '000)Issued and paid-up capital 179,005 179,005 179,005 179,005 214,805 225,545Total equity 159,890 152,051 164,294 179,840 230,442 288,883Total assets 287,081 275,484 271,619 303,829 340,201 536,264

TOTAL ASSETS (RM ’000)

PROFIT BEFORE TAX (RM ’000) PROFIT AFTER TAX (RM ’000)

REVENUE (RM ’000)



Financial & Investor Calendar 2013

Stock InformationAs at 17 April 2014

January 10 January Handover ceremony of LSG Sky Chefs–Brahim’s (LSGB) to Brahim’s Airline Catering (BAC) at MAS Complex, KLIA.

February6 February New name and logo launching of Brahim’s Airline Catering at MAS Complex, KLIA.

18 February MoU signing ceremony between Brahim's Holdings Bhd (BHB) and UiTM at UiTM.

20 February 25th anniversary celebration and launch of Brahim's Brand at Café Barbera, Bangsar.

March6 March Lunch briefi ng with Shareholders at BAC.

May24-26 May TISB Team Building & Dinner at Eagle Ranch Resort Port Dickson.

30 May Announced Q1 results.

June6 June 31st AGM at Café Barbera, Bangsar.

16 June Brahim’s sponsorship of Japan Super GT event at Sepang F1 track.

25 June New Brahim’s product launch at Café Barbera, Bangsar.

July30 July BHB investors’ presentation for “RHB Top Malaysia Small Cap Companies 2013” at Westin Hotel, Kuala Lumpur.

August24 August BHB Majlis Rumah Terbuka Aidilfi tri.

27 August Announced Q2 results.

27 August Asia Pacifi c Entrepreneurship Awards (APEA) 2013 at Grand Ballroom, Shangri-La Hotel Kuala Lumpur.

September3 September BHB investors' presentation at The Fullerton Hotel, Singapore.

October14 October SATS visit to BHB.

16 & 17 October ANA visit to BAC.

22 October Hudson Pacifi c visit to BAC.

November28 November Announced Q3 results.

STOCK SUMMARYStock Name : BRAHIMSStock Code : 9474Number of Shares Issued : 236,285,500 sharesNumber of Shares Authorised : 500,000,000 sharesNumber of Shareholders : 3,727

BREAKDOWN OF SHARES BY TYPE OF SHAREHOLDERS

No. Type of Shareholders No. of Shares %1 Major Shareholders 100,005,000 42.322 Islamic Funds 50,673,100 21.453 Individuals, Others 31,316,300 13.254 Fund Management 24,130,100 10.215 Insurance Companies 22,389,300 9.486 Pension Funds 7,771,700 3.29

TOTAL 236,285,500 100

Fund Management 10.21%

Insurance Companies 9.48%

Pension Funds 3.29%

Major Shareholders

42.32%

Islamic Funds 21.45%

Individuals, Others 13.25%

HISTORICAL STOCK PRICE CATALYSTS Source: Bloomberg



Media Highlights 2013

m’s Holdings Berhad (82731 A) | Annual Report 2013



Media Highlights 2013



Awards & Accolades

Quantum Leap 2013

TOP MALAYSIA SMALL CAP COMPANIES 2013

RHB presented Brahim’s Holdings Berhad with the “Top Malaysia Small Cap Companies 2013” Award at a recognition ceremony held at Westin Hotel, Kuala Lumpur on 30 July 2013. Dato Choo Kah Hoe received the Award on behalf of the Company.

An extract from the ninth edition of the Top Malaysia Small Cap Companies (30 Jewels 2013 Edition) published by RHB Investment Bank Berhad stated: “...We believe Brahim’s is on the road to hit the RM1b revenue target by 2017, as it rides on: i) potentially better contribution from airport F&B outlets upon the opening of KLIA2; ii) stronger performance from its in-fl ight catering business due to higher passenger traffi c; and, iii) accretive M&As in the pipeline.”

Previously known as LSG Sky Chefs Brahim Sdn Bhd (LSGB), Brahim’s Airline Catering Sdn Bhd celebrates its new name and logo on 6 February 2013.

After a decade with LSG Sky Chefs Brahim (LSGB), LSG Sky Chefs ended their partnership with Brahim’s Holdings Berhad. As a sign of goodwill, a party was held in conjunction with the historical event, where the symbolic certifi cate was passed on from Mr HK Cheung to Datuk Haji Ibrahim Haji Ahmad Badawi.


15Brahim’s Holdings Berhad (82731-A) | Annual Report 201315

Awards & Accolades

MOST IMPROVED CATERER

On 6 April 2013 In line with the company’s name change, the logo on the front of BAC building was changed to Brahim’s Airline Catering.

On 13 June 2013, BAC held a press conference in collaboration with MAS to introduce ‘Malaysia Airlines' Signature Dish’, the Sambal Nasi Lemak.



History & Milestones

2003>> Tamadam 3, 5 and 6 opened.

2004>> Tamadam 7 and 8 opened.

2006>> ISO 9001:2000 certifi cation.

2007>> Logistics and warehousing as core business including warehousing, trucking, distribution, freight forwarding, operation of container yards and manages warehouse complexes in Port Klang with branches in Penang and Johor.

>> Tamadam Bonded Warehouse Bhd signed an MoU with Brahim’s International Franchises Sdn Bhd (BIF) to acquire BIF's 51% equity interest in Brahim’s-LSG Sky Chefs Holdings Sdn Bhd. The Company had also entered into an MoU with Dewina Holdings Sdn Bhd (DHSB) to acquire DHSB's 51% equity interest in Dewina Host Sdn Bhd.

2008>> Injection of 51% of Brahim’s - LSG Sky Chefs Holdings Sdn Bhd for RM130 million. With the completion of the RTO, the Group’s new core business is focused on food services.

>> Datuk Ibrahim Ahmad Badawi emerged as controlling shareholder.

1982>> Tamadam Bonded Warehouse Sdn Bhd was founded by Yang Mulia Dato’ Seri Tunku Mahmud bin Tunku Besar Burhanuddin. The company is engaged in the business of providing bonded warehousing, freight forwarding and transportation services.

1984 >> Awarded bonded warehouse licence.

1994>> Listed on Bursa Malaysia Stock Exchange.

1997>> Tamadam 2 opened.

2001>> Warehouse management system implemented with Baan ERP software.

2002>> E-fulfi lment software introduced.



History & Milestones

2009>> Ventured into Café Barbera franchise with licensing rights for Malaysia, Singapore and Indonesia. Founded in 1870, Barbera Caffè S.p.A., based in Naples, Italy offers world-class Italian gastro-culinary fare.

>> The fi rst Café Barbera was set up in Bangsar, Kuala Lumpur. Today, it has expanded to fi ve outlets.

2010 >> Memorandum of Understanding between LSG Sky Chefs-Brahim’s Sdn Bhd and Halal Industry Development Corporation Sdn Bhd.

>> The food services division achieved a robust result of 97% of the Group’s revenue. LSGB served up to 36 airlines with a total output of about 50,000 meals per day and is the world’s biggest halal fl ight kitchen and garnered multi-winning awards for quality and excellence.

>> Unwound Tamadam 1.

2011>> Completed acquisition of 51% equity interest in Dewina Host Sdn Bhd for a cash consideration of RM20.0 million.

>> Change of name from Tamadam Bonded Warehouse Berhad to Brahim’s Holdings Berhad with effect from 1 June 2011.

2012 >> Turnaround of warehousing business.

>> Transformed Brahim's Holdings Bhd into pure investment holding company.

>> Brahim's Holdings Bhd confi rmed that the existing catering agreement with Malaysian Airline System Bhd (MAS) is still intact and will continue to work towards building a stroner partnership in support of MAS's efforts to enhance its branding and improve its service delivery platform. It has a 25-year concession expiring in 2028 to provide catering and related services to MAS at KLIA and Penang airports.

>> Successful fund raising with the completion of 10% new shares placement.

>> Lembaga Tabung Haji surfaced as a substantial shareholder in Brahim’s when it purchased 10.6 million shares to hold a 5.1% stake in December. Its highest shareholding level was at 9.94% or 21.36 million shares in June 2013.

2013 >> Previously known as LSG Sky Chefs Brahim Sdn Bhd (LSGB), Brahim’s Airline Catering Sdn Bhd celebrates its new name and logo on 6 February 2013.

>> Koperasi Permodalan Felda Malaysia Bhd emerged as a substantial shareholder in Brahim’s Holdings Bhd with a 5.2% stake. The cooperative acquired the 10.74 million shares via a private placement.

>> Brahim’s Holdings Bhd expects its F&B division to contribute between 10% to 20% towards the Group’s revenue following the opening of KLIA2 in Q2, 2014. Securing approximately 2,700 sq m of space, the outlets would offer a variety of Asian and international cuisine, in addition to a Burger King and specialty chicken F&B outlets.

>> Brahim’s Airline Catering Sdn Bhd, secured the in-fl ight catering contracts from Air France, Philippines Airlines, Turkish Airlines, Nas Air of Saudi Arabia and Xiamen Airlines.



A STEELY DETERMINATION

TO SUCCEED

BHB continues to broaden the spectrum of value it provides: from creating

opportunities to innovating trailblazing businesses. Our strength is on delivering

effective, rapid and reliable execution and consistent monitoring. All these articulate a code that guides us to meet our needs with

unwavering commitment and integrity.



Board of Directors

Tan Sri Dato’ Mohd Ibrahim bin Mohd ZainNon-Independent Non-Executive Director

Mohamed Zamry bin Mohamed Hashim*Managing Director

Dato’ Choo Kah Hoe Non-Independent Non-Executive Director

Col (Rtd) Dato’ Ir Cheng Wah Independent Non-Executive Director

Datuk Seri Panglima Sulong bin Matjeraie Independent Non-Executive Director

Goh Joon Hai Independent Non-Executive Director


* Ahmad Fahimi bin IbrahimAlternate Director to Mohamed Zamry bin Mohamed Hashim

AUDIT COMMITTEE

Col (Rtd) Dato’ Ir Cheng Wah Chairman/Independent Non-Executive Director



REMUNERATION COMMITTEE

Dato’ Choo Kah Hoe Chairman/Non-Independent Non-Executive Director



NOMINATION COMMITTEE

Goh Joon Hai Chairman/Independent Non-Executive Director





Corporate Information

Corporate StructureAs at 15 May 2014

COMPANY SECRETARIESLim Lee Kuan(MAICSA 7017753)

Teo Mee Hui(MAICSA 7050642)

REGISTERED OFFICE10th FloorMenara Hap SengNo. 1 & 3, Jalan P. Ramlee50250 Kuala LumpurTel: 03-2382 4288Fax: 03-2382 4170

BUSINESS/CORPORATE OFFICE7-05, 7th FloorMenara Hap SengJalan P. Ramlee50250 Kuala LumpurTel: 03-2072 0730Fax: 03-2072 0732

AUDITORSCrowe HorwathLevel 16, Tower CMegan Avenue II12, Jalan Yap Kwan Seng50450 Kuala LumpurTel: 03-2788 9999 Fax: 03-2788 9998

Brahim’s is acknowledged as a global and Malaysia’s leading HALAL in-fl ight catering company and major operator of restaurants and cafes in KLIA and LCCT and soon in KLIA2. Brahim’s serves over 36 international commercial airlines fl ying out of KLIA and Penang with MAS as its major customer. Brahim’s produces an average of 50,000 meals per day out of its fl ight kitchen in Sepang, KLIA catering to over 200 fl ights daily.

BRAHIM’S TRADING

SDN BHD***

BRAHIM’S AIRLINE CATERING HOLDINGS

SDN BHD*

CAFÉ BARBERA (SEA) SDN BHD

TAMADAM INDUSTRIES

SDN BHD

TAMADAM CREST

SDN BHD

DEWINA HOST SDN BHD

TAMADAM MARKETING

SDN BHD

ADMUDA SDN BHD

FLIGHT CATERING & CABIN HANDLING

F&BBONDED

WAREHOUSINGSUGAR REFINERY OTHERS

* Formerly known as Brahim’s–LSG Sky Chefs Holdings Sdn Bhd (BLSG) – 49 % owned by Lufthansa

** Formerly known as Brahim’s–LSG Sky Chefs Holdings Sdn Bhd (BLSG)*** Formerly known as Tamadam CWT Sdn Bhd

100%

70% 51% 60%

30% 49% 40%

100% 100%

100%

100%

100%BRAHIM’S AIRLINE

CATERING SDN BHD**

PROMOTERS

PRINCIPAL BANKERSOCBC Al-Amin Bank BerhadPublic Investment Bank BerhadIBH Investment Bank Limited

STOCK EXCHANGE LISTINGMain Market, Bursa Malaysia Securities BerhadStock Name: BRAHIMSStock Code: 9474Sector: Trading/Service

SHARE REGISTRARSymphony Share Registrars Sdn BhdLevel 6, Symphony HouseBlock D13Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul EhsanTel: 03-7841 8000Fax: 03-7841 8152

SOLICITORJeffrey Wong & PartnersUnit 47-4Wisma Ghee HongNo. 83, Jalan Ampang50450 Kuala LumpurTel: 03-9072 3630Fax: 03-2072 7036

Brahim’s Holdings Berhad



Board of Directors’ Profi le




Datuk Ibrahim bin Haji Ahmad, a Malaysian, aged 67, was appointed a director of Brahim’s Holdings Berhad on 15 May 2008. He was re-designated as the Executive Chairman on 9 July 2008.

Datuk Ibrahim is the founder and Executive Chairman of Dewina Holdings Sdn Bhd. He holds a Masters degree in Food Technology and a Diploma in Agriculture. A former lecturer and founding member of the Faculty of Food Science and Biotechnology, University Putra Malaysia and subsequently the Head of Corporate Research and Development at a public listed company, Datuk Ibrahim has wide experience in food and agro-based industries and has been involved in various professional organisations holding posts such as National Representative of the UNESCO Regional Network for Basic Sciences, Secretary-General of ASEAN Federation of Food Processing Industries, Member, International Standards Committee SIRIM, Council Member of Malaysian Microbiological Society and Malaysian Institute of Food Technology besides sitting on various state and federal advisory bodies.

Datuk Ibrahim founded Dewina Food Industries in 1986 and steered it to public listing on the BMSB in 1995 after which the company diversified into various food-related business and went private again in 2002. Datuk Ibrahim was honoured with the ‘Anugerah Usahawan’ (Entrepreneurship Award) in 1993 and with a Datukship in 2002. He won the Outstanding Entrepreneur Award Asia-Pacifi c for 2013. Datuk Ibrahim sits on the board of Brahim’s Airline Catering Sdn Bhd. He is not a director of any other public companies. He is the Founder-Chairman of Baitul Hayati Charity Foundation. He is a shareholder and director of various other private companies.


Datuk Ibrahim attended fi ve out of the six board meetings of Brahim’s Holdings Berhad held during 2013. He has no family relationship with any director and/or major shareholder of Brahim’s Holdings Berhad, except as disclosed herein. Encik Ahmad Fahimi bin Ibrahim, who is the alternate director to Encik Mohamed Zamry bin Mohamed Hashim, is the son of Datuk Ibrahim bin Haji Ahmad. Datuk Ibrahim has no conflict of interest with Brahim’s Holdings Berhad nor has he been charged with any offences within the last ten years.




Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain, a Malaysian, aged 71, was appointed a director of Brahim’s Holdings Berhad on 15 May 2008.

Currently, he is the Chairman of Censof Holdings Berhad and Yayasan Arshad Ayub.

Tan Sri Dato’ Mohd Ibrahim is a graduate from British Institute of Management and Institute of Marketing in the United Kingdom and holds a Masters in Business Administration from the University of Ohio, United States of America.

Upon his graduation in 1965, he was attached to University of Technology MARA (formerly known as Institute of Technology MARA) as a lecturer where he was later appointed as a Council member/Director, a position which he held until October 2006.

Previously, he had served as Chief Executive of Amanah International Finance Berhad, Amanah Chase Merchant Bank Berhad and Oriental Bank Berhad, Chairman and

Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain Non-Independent Non-Executive Director

Chief Executive Offi cer of Setron (Malaysia) Berhad, Chairman of Bank Kerjasama Rakyat (M) Berhad, Bescorp Industries Berhad, Pan Malaysian Industries Berhad, Pan Malaysian Holdings Berhad, Pan Malaysia Capital Bhd, Chemical Company of Malaysia Berhad and Kawan Food Berhad, Deputy Chairman of Metrojaya Berhad and Director of K & N Kenanga Bhd.

Tan Sri Dato’ attended six out of six board meetings of Brahim’s Holdings Berhad held during 2013. He has no family relationship with any director and/or substantial shareholder of Brahim’s Holdings Berhad and has no conflict of interest with Brahim’s Holdings Berhad nor has he been charged with any offences within the last ten years.




Encik Mohamed Zamry bin Mohamed Hashim, a Malaysian, aged 58, was appointed a director of Brahim’s Holdings Berhad on 15 May 2008.

Encik Mohamed Zamry holds a Bachelor of Arts (Hons) in Accounting from the University of Bolton, UK and a post-graduate Masters of Marketing from the University of Newcastle, Australia. He also holds a Diploma in Insurance, a Part 1 Banking Diploma from the Institute of Bankers, UK and a Diploma in Banking and Financial Services from the Institute Bank-Bank Malaysia. He is an Associate Member of the Malaysian Insurance Institute, an Associate of the Chartered Institute of Insurance, UK and also the Institute Bank-Bank Malaysia. He was a professional member of the Institute of Public Accountants, Australia, IPA and held the position of Vice-Chairman of the Malaysian branch of the IPA for a year.

Mohamed Zamry bin Mohamed HashimManaging Director

Encik Zamry has extensive experience in banking, finance and insurance. He was attached to Standard Chartered Bank from 1977 to 1994 and later to Guardian Royal Exchange Berhad (1996–1998) before joining AIP Business Advisory Sdn Bhd (1998–2000). He was with Victoria Integrated Industrial Park Australia (1998–2000), Spartec Holdings Sdn Bhd (2000–2002), Perbadanan Komputer Nasional Berhad (2002–2003), Animated Electronics Industries Sdn Bhd (2003–2004) and TAP Capital Sdn Bhd in 2005.

Encik Zamry was Group Chief Operating Offi cer of Brahim’s-Dewina Group of Companies. His position in the Company was re-designated to Managing Director effective on 1 February 2014. He sits on the Board of Café Barbera (SEA) Sdn Bhd and Brahim’s Trading Sdn Bhd and he is also an Alternate Director in Brahim’s Airline Catering Sdn Bhd and Dewina Host Sdn Bhd. He currently chairs the Audit Committee of Brahim’s Airline Catering Sdn Bhd. He is not a director of any other public companies.

Encik Zamry attended fi ve out of six board meetings of Brahim’s Holdings Berhad held during 2013. He has no family relationship with any director and/or major shareholder of Brahim’s Holdings Berhad and has no conflict of interest with Brahim’s Holdings Berhad nor has he been charged with any offences within the last ten years.




Col (Rtd) Dato’ Ir Cheng Wah, a Malaysian, aged 75, has been a director of Brahim’s Holdings Berhad since 24 December 1993.

Col. (Rtd.) Dato’ holds a Bachelor of Engineering degree in Civil Engineering from the University of Malaya. He is a Professional Engineer with the Board of Engineers, Malaysia. He is also a graduate of the Royal Military Academy, Sandhurst, UK and the Command and General Staff College, Fort Leavenworth, USA.

Col. (Rtd.) Dato’ served the Malaysian Armed Forces for 26 years. Amongst the appointments he held was Director of Armed Forces Works, Logistics Division, Ministry of Defence in 1978, and Director of Logistics, Ministry of Defence in 1980, before retiring in September 1983. On retirement, he joined Genting Group as the Director of Development and later, became the Senior Vice President (Property Development) in Resorts World Berhad until his retirement in 2004. Currently, he is also a Director of Hwa Tai Industries Berhad and Kien Huat Berhad. Previously, he had served as a Director in Koperasi Angkatan Tentera Malaysia Berhad (1978–1983), Chocolate Products Berhad (1986–1989), Pacific Bank Berhad (1983–2000) and Pacific Mas Berhad (2001–2007).

Col. (Rtd.) Dato’ is the Chairman of the Company’s Audit Committee. During the financial year, he attended all board meetings as well as all the Audit Committee meetings held during 2013. He is also a member of the Nomination Committee and Remuneration Committee.

He does not have any family relationship with any director and/or major shareholder of the Company, nor any personal interest in any business arrangement involving Brahim’s Holdings Berhad. To date, there has not been any occurrence of conflict of interest with Brahim’s Holdings Berhad. He has never been convicted of any offence within the last ten years.

Col (Rtd) Dato’ Ir Cheng WahIndependent Non-Executive Director




Mr Goh Joon Hai, a Malaysian, aged 75, was appointed a director of Brahim’s Holdings Berhad on 22 March 2002.

Mr Goh graduated with a Bachelor of Arts (Honours) Degree from the University of Malaya in 1964. Subsequently, he obtained a Master of Business Administration from the University of British Columbia, Canada in 1966. He is a member of the Canadian Institute of Chartered Accountants, Malaysian Institute of Accountants and Chartered Tax Institute of Malaysia.

Mr Goh has been in public practice as a Chartered Accountant for over thirty years. He was a lecturer in the Faculty of Economics and Administration, University of Malaya. Later, he served as financial and corporate adviser to various organisations.

Mr Goh has been active in professional and social organisations and was a member of the Council of Malaysian Institute of Accountants between 1991 and 2000, during which time he served as Chairman of the Joint Technical Committee as well as Chairman of the Accounting and Auditing Committee. He was a member of the Council of the University of Malaya (1972–1975) and the former Treasurer and Vice President of the Guild of Graduates, University of Malaya. He also served as a member of the General Committee of the Royal Lake Club and was the President from 2006-2007.

Goh Joon HaiIndependent Non-Executive Director

Currently, he holds no other directorship in any public companies.

Mr Goh is a member of the Company’s Audit Committee. He attended all the board meetings of Brahim’s Holdings Berhad as well as all the Audit Committee meetings held during 2013. He is also the Chairman of the Nomination Committee and a member of the Remuneration Committee.

He has no family relationship with any director and/or substantial shareholder of Brahim’s Holdings Berhad and has no conflict of interest with Brahim’s Holdings Berhad nor has he been charged with any offences within the last ten years.




Dato’ Choo Kah Hoe, a Malaysian, aged 60, was appointed a director of Brahim’s Holdings Berhad on 9 July 2008. He was re-designated as a Non-Independent Non-Executive Director on 18 September 2009.

Dato’ Choo holds a degree in Company Administration from Sheffi eld Hallam University and an MBA from the University of Wales and Manchester Business School. He holds professional qualifi cations as a Chartered Company Secretary, ACIS and is a founding and fellow member of the Malaysian Institute of Commercial and Industrial Accountants, FCIA and also a Fellow member of the Institute of Public Accountants, Australia, IPA.

Dato’ Choo started his banking career in 1980. After 10 years in commercial banking he ventured into merchant banking for another fi ve years. In 1995, he set up DBS Bank (then known as the Development Bank of Singapore) Offshore Banking Branch in Labuan, Malaysia and grew its business into the top fi ve most profi table overseas operations within a period of three years. In 1999, just after the Asian Financial Crisis, he was seconded to Thailand to manage DBS Thai Danu Bank and was the Deputy President and Executive Director of DBS Thai Danu Bank from 1999 to 2003. In DBS Thai Danu Bank, he personally led the Debt Restructuring Group and Enterprise Banking Group. He was Chairman of the Y2K Task Force Committee and responsible for the Y2K Compliance of DBS Thai Danu Bank. Dato’ Choo returned to Malaysia as Country Manager in August 2003. He was Managing Director, Country Manager and Chief Representative for DBS Bank Ltd, Kuala Lumpur Representative Offi ce in Malaysia. He also held the post of Chief Representative for DBS Bank, Yangon Offi ce.

Dato’ Choo has authored three books on banking, published by the Institute of Banks, Malaysia and has presented numerous seminar papers on the Financial Services Sector. He has spoken at public forums in Malaysia and Thailand and was a trainer for the National Institute of Development Administration (NIDA), Thailand.

Dato’ Choo Kah HoeNon-Independent Non-Executive Director

He was a Chief Examiner for the Institute of Banks, Malaysia. For his contribution to the Financial Services Industry, he was awarded an Associate Fellowship by the Institute of Banks, Malaysia. He was also a resource person for the Southeast Asia Central Bank Training Centre (SEACEN) and has conducted courses for central bankers in Malaysia, Singapore, Taiwan, Korea, Thailand and Sri Lanka.

Dato’ Choo was appointed to the Bank of Thailand, Executive Decision Panel under the Thai Nationwide Debt Restructuring Framework in 1999. Since May 2000, he held the post of Vice-Chairman, Singapore-Thai Chamber of Commerce for two terms and was an advisor to the Chonburi Chamber of Commerce, Thailand. In October 2004, he was awarded the Darjah Kebesaran Sultan Ahmad Shah Pahang Yang Amat DiMulia from HRH the Sultan of Pahang on His Royal Highness' 74th Birthday which carries the title Dato’. In September 2005, he was appointed a Council Member of the MCA SME Bureau for a three-year term until 2008 and was re-appointed in 2011. In August 2005, he was appointed as a Professional Advisor for the International and Offshore Banking Programme by University Malaysia Sabah, Labuan International Campus, School of International Trade and Finance. In 2006, he was appointed to the advisory panel of the Young Entrepreneurs Association Malaysia (PUMM) for a term of two years. In May 2007, he was awarded the Certifi cate of Appreciation by the Central Bank Governor for his services as Examiner for the Diploma in Banking and Financial Services examinations. He is currently the Chairman of Labuan Investment Banks Group. He is also the Industry Advisor for the corporate management degree programme in Universiti Malaysia Sarawak. He is also a part-time tutor for Wawasan Open University in the subject of Corporate Finance and International Financial Management since 2010.




On 1 June 2012, Dato’ Choo was appointed by Bank Negara Malaysia as a committee member in the Quality Assurance Committee for the Financial Sector Talent Enrichment Programme (FSTEP) for a one year period. On 1 November 2012, Dato’ Choo was appointed as a steering committee member of the Asian Banking School by the Institute of Bankers Malaysia (IBBM) for a term of two years.

Dato’ Choo is a member of the Company’s Audit Committee. He attended fi ve out of six board meetings of Brahim’s Holdings Berhad and four out of six of the Audit Committee meetings held during 2013. He was also appointed as a member of the Nomination Committee and Remuneration Committee on 9 July 2008, and thereafter became Chairman of the Remuneration Committee on 26 March 2012.

He has no family relationship with any director and/or substantial shareholder of Brahim’s Holdings Berhad and has no confl ict of interest with Brahim’s Holdings Berhad. He does not have any directorship in other public companies.




Datuk Seri Panglima Sulong bin Matjeraie, a Malaysian, aged 67, was appointed an Independent Non-Executive Director of Brahim’s Holdings Berhad on 18 July 2013. He has over 30 years of legal and judicial experience.

Initially, he pursued his studies at University of Malaya, Kuala Lumpur in 1966 and was conferred the Bachelor of Arts (Honours) degree in 1970. In 1971, he read Law at the Inns of Court School of Law, London and in July 1974, he was called to the Bar of England and Wales by the Honourable Society of Inner Temple, London. In the same year, he was also admitted and enrolled as an Advocate to the High Court of Borneo at Kuching.

In 1975, he left for further studies at the University of Southampton, England and was conferred with a Master of Laws Degree in Mercantile Law in 1977. In 1978, he attended a course in Advanced Management Programme jointly sponsored by Universities of Alberta, British Columbia, Manitoba, Saskatchewan, Canada and was awarded a Certifi cate in Advanced Management Programme (AMP) by the Banff School of Advanced Management.

Datuk Seri Sulong started his career as a Sarawak Administrative Offi cer in the Sarawak Civil Service in 1964. In 1970, he was appointed as a Third Class Magistrate, and was also made the Acting District Offi cer, Binatang (now renamed as Bintangor). In 1971, Datuk Seri Sulong took on several roles, fi rstly as the District Offi cer of Bintulu and then as the Sarawak State Training Offi cer and Secretary of the Sarawak Government Examination Board. In 1974, he was appointed as Director of Civic Development Unit directly under the Chief Minister of Sarawak.

In 1977, he was appointed as the Administration & Finance Manager at the Sarawak Timber Industry Development Corporation before assuming the General Manager role from 1979 to 1980. He became the General Manager of Bintulu Development Authority in Bintulu that same year until 1983.

Datuk Seri Panglima Sulong bin MatjeraieIndependent Non-Executive Director

In 1983, Datuk Seri Sulong left the Government Service to set up his own legal fi rm under the name of Messrs Sulong Matjeraie & Co. in Kuching, Sarawak. In 1998, he was appointed as a Judicial Commissioner of High Court Johor Bahru until his appointment as a High Court Judge of Malaya in Johor Bahru, Johor in June 2000, and in Kota Kinabalu, Sabah, in July 2000. He subsequently served as a judge of the Court of Appeal of Malaysia (2007– 2012) and as a judge of the Federal Court of Malaysia in 2012 until his retirement in January 2013. He is a Bencher of the prestigious Honourable Society of The Inner Temple, London.

Datuk Seri Sulong was later appointed by the Prime Minister of Malaysia as one of the four eminent persons to serve in the Judicial Appointments Commission for a period of two years commencing from 10 February 2013. Currently, he is also a director of Sona Petroleum Berhad and Ho Hup Construction Company Berhad.

Datuk Seri Sulong has attended two out of three board meetings of Brahim’s Holdings Berhad held during 2013. He has no family relationship with any director and/or major shareholder of Brahim’s Holdings Berhad and has no conflict of interest with Brahim’s Holdings Berhad nor has he been charged with any offences within the last ten years.




ADDITIONAL INFORMATION

Encik Ahmad Fahimi bin Ibrahim, a Malaysian, aged 30, was appointed as an alternate director to Encik Mohamed Zamry bin Mohamed Hashim on 1 February 2014.

Currently, Encik Ahmad Fahimi is the Group Executive Offi cer at Dewina Holdings Sdn Bhd. He holds a Masters degree in Business Administration (majoring in Finance) and a Bachelors degree in Creative Multimedia (majoring in Film & Animation). He holds a helicopter commercial pilot’s license, having completed over 150 hours of fl ight training.

A fl uent speaker of English and Malay languages, Encik Ahmad Fahimi also has basic understanding of Japanese language which will be useful and of added advantage to the Group's business interests in Japan.

Encik Ahmad Fahimi is the youngest of Datuk Ibrahim Haji Ahmad’s three children. He has no conflict of interest with Brahim’s Holdings Berhad nor has he been charged with any offences within the last ten years.

Ahmad Fahimi bin IbrahimAlternate Director to Encik Mohamed Zamry bin Mohamed Hashim

Family Relationship with any Director and/or Major ShareholderNone of the directors have family relationship with any other directors or major shareholders of the Company.

Conviction for Offences (within the past 10 years, other than traffi c offences)None of the directors have any conviction for offences other than traffi c offences, if any.

Confl ict of InterestNone of the directors have any confl ict of interest with the Company.

Material ContractsThere were no material contracts entered into by the Company and/or its subsidiary companies which involve directors’ and major shareholders’ interests for the fi nancial year ended 31 December 2013.

Recurrent Related Party Transactions of a Revenue or Trading NatureThe recurrent related party transactions entered into by the Group during the fi nancial year ended 31 December 2013 were as follows:

CompanyPrincipal Activities Relationship

IBH Investment Bank Limited (“IBHB”)

Labuan Investment Banking

a) Datuk Ibrahim bin Haji Ahmad Director and major shareholder of BHB and

a substantial shareholder (80%) of IBHB

b) Dato’ Choo Kah Hoe Director and indirect shareholder of BHB and

a substantial shareholder (20%) of IBHB

Related PartyNature of Transaction

Amount for Jan to Dec 2013

RM’000

IBH Investment Bank Limited Provision of fi nancial services

3,517

Total 3,517

Share Buy-backsThere were no share buy-backs executed by the Company during the fi nancial year.

Options, Warrants or Convertible SecuritiesThere were no issuance of options, warrants or convertible securities during the fi nancial year.

Depository Receipt ProgrammeDuring the fi nancial year, the Company did not sponsor any depository receipt programme.

Imposition of Sanctions and PenaltiesThere were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies during the fi nancial year.

Non-Audit FeesThere were no non-audit fees charged for services rendered to the Group of the Company by the external auditors and its affi liates in Malaysia for the fi nancial year ended 31 December 2013.

Variance of Actual Profi t from the Forecast Profi tThere was no forecast profi t announced pertaining to the fi nancial year.

Profi t GuaranteeDuring the fi nancial year, there was no profi t guarantee given by the Company.

Utilisation of ProceedsThe Company undertook a share placement (pursuant to S132(D) of the Companies Act 1965) in two tranches of 5% each.

A total of RM 40,694,807.25 was raised from the exercise during the fi nancial year. The proceeds were utilised as follows:

a. Towards repayment of advances RM4.0 million (completed)

b. Towards repayment of bank borrowings RM19.24 million (completed)

c. Towards defraying cost of the transaction RM0.42 million (completed)

d. Towards meeting general working capital needs RM7.63 million (utilised)

e. The balance for meeting general working capital needs RM9.40 million

Internal Audit FunctionThe internal audit function for the Group was performed internally. The amounts incurred for the internal audit services for the fi nancial year ended 31 December 2013 was RM 100,000.



UNSURPASSED & CONTINUOUS

GROWTH

Our strategic vision is to become the premier provider of halal kitchen facilities and infl ight catering services, recognised

for unsurpassed value and effi ciency throughout every market we serve. We

will continue to improve profi tability and economies of scale, while pursuing efforts

to grow our business activities. We strive to endeavour to deliver superior performance on behalf of our shareholders to grow and

to thrive as a successful entity.



Management Discussion & Analysis

INTRODUCTION

Brahim’s Holdings Berhad’s Group is the country’s leading halal in-fl ight catering company through its 100% equity interests in BACH which in turn owns 70% of BAC. This was made possible after the Group had completed the acquisition of the remaining 49% equity interest in BACH (as renamed from BLSG previously). In February 2013, BLSG was renamed as “Brahim’s Airline Catering Holdings Sdn Bhd” (BACH). And LSGB was renamed as “Brahim’s Airline Catering Sdn Bhd” (BAC) . With this 100% acquisition completed in January 2013, your Group was able to fully benefi t from the consolidation in FY 2013.

The Group’s 51% subsidiary, Dewina Host Sdn Bhd’s new project in KLIA2 was slow to take off due to some delays. It was awarded 2,572.60 sq. metres known as Premium Food Court at the international departure mezzanine area and another 133.76 sq. metres of F&B outlet space at the airside area. Once the new outlets are ready, it is expected to generate a higher level of contribution due to increase in the number of passengers in KLIA2 in addition to its existing business in KLIA.


Transformation Story & Quantum Leap



The Group is disappointed with its acquisition of 60% equity interests in Admuda Sdn Bhd. This company has a valid license to carry on manufacturing activities for refi ned sugar and sugar molasses. It was expected that it will contribute positively towards the Group once the plant is completed and operational which is expected to be in year 2015. However, Admuda experienced several corporate setbacks and State Planning Approval delays including a winding-up action which was only brought to our knowledge at a late stage. However, your Board had acted decisively to obtain a permanent stay of the winding-up action. This was fully disclosed in the announcements to Bursa Malaysia. Your Board is presently re-evaluating this investment and will make the necessary announcements in due course. Admuda’s management is left to the promoters as they have the initial experience and were dealing with the licensing and the appropriate authorities from inception stage.

The Group in its transformation programme will continue to seek out opportunities driven by our core competencies and strength in food services and food related businesses to broaden and deepen the Group’s earnings base. The various MOUs signed bears testimony to this direction.

In this discussion and analysis of our fi nancial condition and results of operations, we have included information that may constitute ‘forward-looking statements’. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. This information includes statements of current condition and may relate to our future plans and objectives.




EXECUTIVE OVERVIEW

In view of the introduction and adoption of MFRS 11, the 2012 fi nancial information were restated to refl ect the change in accounting for the Group’s investment in joint ventures. Note 4.1 in your fi nancial statements explains the treatment of such changes.

For our shareholders and investors ease of comparison, we are presenting the comparison on a before restating (ie audited 2012 for a similar comparison) basis but matching against a corresponding set of restated fi gures.

(RM’000) % Change

Restated20122013 Audited 2012

Selected from Statements of Comprehensive IncomeRevenue 394,829 196,637 100.8 10,105 Cost of sales (164,383) (82,572) (99.1) (5,296)Gross profi t 230,446 114,065 102.0 4,809 Other income 6,846 3,203 113.7 2,392 Less: Distribution expenses (279) (126) (121.4) (126) Administrative expenses (142,278) (75,866) (87.5) (9,610) Other expenses (26,634) (11,893) (123.95) (2,654) Finance costs (12,575) (5,130) (145.1) (3,801)Share of results in joint ventures 3,275 - 100.0 17,806 Profi t before tax 58,801 24,253 142.4 8,816 Income tax expense (19,752) (9,077) (117.6) (328)Net profi t after tax 39,049 15,176 157.3 8,488 Comprehensive income- attributable to owners of the Company 22,028 8,663 154.3 8,663 - to non-controlling interest 17,021 6,513 161.3 (175)Selected Items from Statement of Financial PositionProperty, plant & equipment 65,012 48,582 33.8 29,291 Goodwill on consolidation 302,311 198,148 52.6 19,828 Trade receivables 78,969 33,070 138.8 1,163 Fixed deposits & cash/bank balances 53,651 35,383 51.6 4,888 Total Assets 536,264 340,201 57.6 278,782 Total liabilities 247,381 109,759 (125.4) 61,774 Shareholders' equity 254,228 217,014 17.1 217,014




Commentary:

Our net earnings per share was 10.12 sen for the fi nancial year ended December 2013, compared with restated EPS of 4.30 sen for the year ended December 2012, higher by 135.3% on year. Return on Shareholders’ Equity (ROE) was 15.4 % for 2013 compared with 7.0% for 2012, representing an increase of 120.0% over the previous year.

Book value per share increased by approximately 19.6% to RM1.28 compared with the end of 2012, whilst total assets grew by 57.6% to RM536.3 million. Share price increased by 80.4% to RM1.84 at year end as compared to the previous year end of RM1.02.

The Group generated a net revenue of RM394.8 million, an increase of 100.8% over 2012 revenues of RM196.6 million. Despite a challenging operating

environment, Pre-tax earnings recorded an increase of 142.4% to RM58.8 million over 2012 Pre-tax earnings of RM24.3 million. Likewise, after tax profi t increased by 157.3% to RM39.0 million over 2012 fi gures of RM15.2 million. These results refl ect a quantum leap in our business growth.

In 2013, the Group continues to maintain its dominant market share of airline in-fl ight catering in KLIA. The Group’s 51% subsidiary, Dewina Host Sdn Bhd’s improved business performance also contributed positively to Group earnings. As at 31 December 2013 Dewina Host Sdn Bhd operates 8 F&B outlets in KLIA and LCCT. They are now actively engaged in their expansion plans into KLIA2 which began operations on 2 May 2014.

(RM’000)% Change2013 Audited 2012

Key Financial RatiosLiquidityWorking capital (10,248) 6,902 (248.5)Quick ratio 0.89:1 1.03:1 (13.6)Current ratio 0.94:1 1.08:1 (13.0)Net sales per working capital 38.5 28.5 (35.1)Leverage/GearingTotal borrowed funds to shareholders' equity 0.61:1 0.25:1 (144.0)CoverageEBITDA 83,266 36,362 129.0 EBITDA/Int. Exp + CPLTD 1.13 3.50 (67.7)Profi tabilityReturn on sales (%) 17.2 14.9 15.4 Return on assets (%) 7.3 4.5 62.2 Return on equity (%) 15.4 7.0 120.0 Gross profi t margin (%) 58.4 58.0 0.7Operating expenses (%) 84.5 86.7 2.5 Operating profi t margin (%) 17.2 14.9 15.4 Profi t after tax margin (%) 9.9 7.7 28.6 Dividend payout rate (%) 2.5 - -Activity RatioInterest coverage ratio 5.42:1 5.73:1 5.4 Receivables turnover ratio (days) 73 61 (19.7)Payables turnover ratio (days) 30 22 36.4 Asset turnover (net sales/total assets) 0.74:1 0.58:1 27.6 Profi t before tax/total assets (%) 11.0 7.1 54.9 Growth (%)Total assets growth 57.6 12.0 380.0 Total liabilities growth 125.4 (11.5) (1,190.4)Net worth growth 25.4 28.1 (9.6)Operating profi t growth 131.8 0.4 32,850.0 Net profi t after tax growth 157.3 (6.3) 2,596.8 Sustainable growth 15.0 7.0 120.0 Other Financial IndicatorsNA per share (RM) 1.28 1.07 19.6 Gross EPS (sen) 26.07 11.29 130.9 Net EPS (sen) 10.12 4.30 135.3 Share price at year end (RM) 1.84 1.02 80.4




BUSINESS OPERATIONS REVIEW

The Group’s core business in food services is the main contributor to Group earnings with in-fl ight catering services and F&B operations contributing to 98% of turnover and a 112% of consolidated operational profi ts. The logistics sector remains positive with a profi t uptrend after its turnaround since year 2012.

In-Flight Catering Services

BAC currently serves over 36 international airlines. BAC is the main vendor to MAS, the national carrier, while other clients include Air Asia X, Vietnam Airlines, Cathay Pacifi c, China Airlines, Japan Airlines, Korean Air, Thai Airways, Emirates Airlines, Garuda, Lufthansa, Indian Airlines, Eva Air, Pakistan International Airlines, Air France, Turkish Air and several other new airlines returning to KLIA.

BAC caters to an average of 200 aircrafts per day and prepares an average of 45,000 to 50,000 meals per day from its huge and highly sophisticated fl ight kitchen located at KLIA. Menus are planned in collaboration with in-fl ight services teams from the customer airlines who usually stipulate their requirement. The chefs at BAC will then suggest recipe modifi cations taking into account the locally available raw ingredients. A food tasting session is then arranged before a new menu is adopted and fi nally implemented. BAC’s in-fl ight kitchen is categorised into 3 departments known as the hot kitchen, the cold kitchen and the pastry and bakery kitchen. They produce a combinations of hot meals, cold salads, desserts, bread and pastries. The operations in the kitchen are enhanced by modern equipment.

BAC - Other Operational Statistics

2011 2012 2013(a) Meals Uplifted (in Millions)

Total meals 15.1 15.0 17.0

From MAS 9.1 8.8 11.5From FOCA 6.0 6.2 5.5

(b) Total Flights HandledTotal fl ights 67,148 66,033 78,123From MAS 47,710 45,875 55,967From FOCA 19,438 20,158 22,156

(c) Staff StrengthHeadcount (FTE) 1,205 1,142 1,142




Operating 24 hours daily with a maximum capacity of about 60,000 meals per day, BAC prides itself as a globally recognised 100% halal certifi ed fl ight kitchen with a fully halal compliant integrated food logistics supply chain. Besides food, BAC also provides cabin handling services covering laundry services for pillows and blankets, fi lling the cabin trolley with items for in-fl ight sales as well as providing passenger headsets, newspapers and periodicals. With 1,193 staff operating from a 59,000 sq metres complex in KLIA, BAC is the world’s biggest halal fl ight kitchen and has won many international awards for quality and excellence.

BAC is majority owned by BACH (70%) with the balance (30%) owned by Malaysian Airline System Berhad (“MAS”). BAC is located at the Catering Building, MAS Complex, South Support Zone, Kuala Lumpur International Airport, 64000 Sepang, Selangor Darul Ehsan.

Restaurant Operations

• Dewina Host Sdn Bhd operates an exciting portfolio of F&B brands in KLIA and LCCT which has relocated to KLIA2. They provide a mix of international brands and local favourites that cater to different travelers’ preferences. The restaurants and cafes currently in operation by Dewina Host Sdn Bhd at KLIA and KLIA2 (under renovation) are as follows:

Outlets at KLIA (as at May 2014)

Outlet Name Type of Food Served Outlet Location

Outlet Size (Approximate

Sq. Metres)

1. Burger King Fast food Arrival Level, Main Terminal Building, KLIA 150

2. Burger King Fast food Mezzanine Level, Satelite Building, KLIA 309

3. Café Barbera Café Departure Level, Main Terminal Building, KLIA 88

4. Kopitime Café Departure Level, Main Terminal Building, KLIA 78

5. Food Paradise Casual dining Mezzanine Level, Satelite Building, KLIA 781

5 outlets Total 1,406




Outlets at KLIA2

Outlet NameType of Food Served Outlet Location

Outlet Size (Approximate

Sq. Metres)

1. Burger King Fast food International Departure (Airside) 2,500 (for the total 8 outlets)

2. The Chicken Rice Shop Local International Departure (Airside)

3. Taste of India Local International Departure (Airside)

4. Big Bowl/Noodles & Yong Tau Foo Local International Departure (Airside)

5. Hot Wok Local International Departure (Airside)

6. Satay Local International Departure (Airside)

7. Japanese Japanese International Departure (Airside)

8. Beverage Counter International Departure (Airside)

9. Popeyes Fast food International Departure (Airside) 133

9 outlets Total 2,633

• Café Barbera (SEA) Sdn Bhd was incorporated in 2010 dealing in franchise gourmet coffee with an outlet at Lorong Maarof, Bangsar, on rented premises and a sub-franchise outlet at KLIA departure hall. It is a 100% subsidiary of Brahim’s Holdings Berhad. The unique concept of Café Barbera is based on an exceptional blend of coffee products, current food trends, and consumer demands for fresher, tastier, lighter and healthier fare. Currently, there are four (4) Café Barbera outlets in Malaysia; Café Barbera Bangsar, Café Barbera KLIA, Café Barbera Subang Skypark and Café Barbera Setia Walk Puchong. The team is looking into fi nalizing the absorption of its Indonesia outlet in Kemang Village (Lippo Mall), Jakarta with the view of expanding 2 to 3 more new

outlets in Indonesia which is a promising market. They also sell coffee beans to hotels, selected up-market cafes and supermarkets. Coffee machine sales also form part of the trading activities of Café Barbera.

Barbera Caffe S.p.A., the Principal based in Naples, Italy was founded in 1870. Café Barbera Malaysia offers world class high quality coffee and Italian dishes in a typical Italian café setting.

This business segment is still operating in the red, but with the introduction of a new ‘mobile cart’ concept and restructuring of the existing business model, we hope to turnaround this division by 2014.




Warehousing and Logistics Division

This business unit was turned around in 2012 and continues its profi t trend. In 2013 it reported a PBT of RM651,379 against a profi t of RM11,082 for fi nancial year 2012. This unit operates a bonded warehouse on 15.134 acres on a sub-lease KTM land in North Port. Its customers include Lucky Frozen (importer of Heinz Bake Beans and Mayonnaise), Kit Loong (importer of Michelin tyres), Hoe Pharmaceuticals of Japan, Haco (importer of coffee beans for Starbucks) and other regional companies requiring bonded and non-bonded warehousing services. Bonded warehousing services are also required by motorcar importers e.g. Safz Auto and Naza.

BUSINESS ENVIRONMENT

The International Economic Outlook

The gradual improvement in the global economy experienced in 2013 is expected to continue in 2014. Global growth will be supported by a broader economic recovery in the advanced economies and sustained growth in the emerging economies. Continued improvements in the advanced economies will have positive spillovers on the rest of the world, in particular on economies with extensive trade linkages. Nevertheless, the pace of recovery is expected to remain moderate with global economic activity expanding below the average growth rate observed over 2000-2007.

Global growth to improve in 2014, supported by a broader economic

recovery in the advanced economies and sustained growth in the

emerging economies.

A contributing factor underlying this trend is the remaining structural issues in the advanced economies, in particular the high structural unemployment and weak fi nancing activity amid ongoing fi scal consolidation and deleveraging activity. In this environment, emerging economies are transitioning towards a more moderate pace of growth due in part to the policy stance that has been adopted to address domestic risks such as strong credit growth and rising property prices. The emerging economies also face the challenge of managing external risks. In particular, the policy normalisation in the major advanced economies will have spillovers on the international fi nancial markets given the signifi cant inter-linkages in the international fi nancial system. The primary concern is on the pace and magnitude of capital fl ow reversals and the risks of contagion for the small open economies, and the attendant impact of these developments on the momentum of the global recovery.

The US economic recovery is expected to be sustained by continued improvement in the private sector, and further supported by lower fi scal constraints. The pace of fi scal consolidation is anticipated to slow in the near term, as the recent US budget agreement has increased the discretionary government spending limits and removed the risk of a government shutdown over the next two years. This is




expected to lead to improved sentiments, with positive spillovers on the private sector. Of signifi cance, capital spending could gain momentum, supported by rising business confi dence and more accommodative lending conditions. The average age of equipment and software is also at a record high, indicating that the long-overdue replacement cycle could materialise this year. Similarly, investment in the housing market is expected to improve, driven by higher demand and low inventory. On the housing sector, increasing prices will further reduce the number of the so-called under water mortgages1, contributing to better household balance sheets and increase households’ labour mobility.

The recovery of household wealth through higher equity and real estate values has already translated into improving consumer confi dence, and lifting consumer spending. Private consumption will also be supported by improvements in the labour market and lower debt. After four years of deleveraging from about 122% of disposable income in the fi rst quarter of 2009, household debt has declined to 100.3% in the fourth quarter of 2013, below the 2000-2005 average of 100.7%. Notwithstanding these positive trends, the strength of the recovery will be weighed down by post-crisis structural weaknesses. The labour market continues to experience declining labour participation rates and elevated long-term unemployment levels. High income inequality and subdued wage growth will also weigh on the pace of expansion.

In the euro area, while the gradual improvement in economic activity is expected to continue, the pace of recovery is likely to be subdued and uneven across the region. The strength of domestic demand, particularly in the crisis-affected economies, remains suppressed by weak labour market conditions, fi nancial fragmentation and the ongoing adjustments in private and public sector balance sheets. While the unemployment rate is stabilising, the rate remains elevated at historical highs, with signifi cant divergences across countries, ranging from 5.3% in Germany to more than 25% in Greece and Spain. Nevertheless, government consumption is expected to register a smaller contraction amid a slower pace of fi scal consolidation. The euro area external sector is, however, gaining further momentum in line with the improving global economic environment. Amid a still-fragile growth outlook, policy decisions to undertake further structural and fi nancial sector reforms, including deregulation of the labour markets, reduction of public debt and the creation of a banking union, will continue to be critical elements in promoting confi dence and supporting a sustained economic recovery.

Economic activity in Japan is expected to be underpinned by the continuation of the stimulative policies of 2013, thus sustaining positive sentiments in the economy. The introduction of the ¥18.6 trillion fi scal stimulus package in December 2013 will mitigate some of the adverse impact from the scheduled increase in consumption tax in April 2014. On the external front, export performance will benefi t from the global economic recovery. Prospects for a stronger and sustained recovery depend, however, upon the progress of structural reforms, positive wage growth and increased capital expenditure.

1 Underwater mortgages refers to mortgages of homeowners that have come to exceed the value of their homes as a result of the signifi cant decline in house prices during the 2007-2009 recession




The overall growth momentum in Asia is expected to be sustained, supported by the gradual improvement in external demand. However, the degree of improvement in exports could vary across the region. In some of the advanced Asian economies, export growth is projected to strengthen, benefi tting from improved demand for consumer electronic products and industrial machineries, in line with the recovery in the advanced economies. Commodity exporters are, however, likely to experience more muted export performance as improvements in export volume may be offset by lower commodity prices. While domestic demand remains a key driver of growth in most of the ASEAN economies, the strength of economic activity is contingent on several country-specifi c factors. In a number of these economies, private consumption and private investment activities could be affected by rising costs and infl ation. Growth in PR China will expand at a more moderate pace amid efforts to rebalance the economy towards a more sustainable, consumption-driven growth model. The pursuit of reforms in key areas such as fi nancial liberalisation, fi scal and social reforms remains a top policy priority for the government in 2014.

Global infl ation is expected to be moderate, in line with lower price pressures in the commodity markets following improved supply conditions. The increase of energy production in the US and the expected easing of geopolitical risks in the Middle East would reduce supply constraints of crude oil, thus exerting downward pressure on prices. Similarly, food prices are expected to fall on account of increased crop production. The infl ation outlook is, however, expected to vary between the advanced and emerging economies. In most of the advanced economies, persistent negative

output gaps and slow wage growth will limit price increases. In contrast, some Asian economies are projected to experience higher cost-push infl ation in an environment of tightening labour market conditions.

Notwithstanding the improved outlook, the global economy continues to face downside risks. A key concern is the continued economic slack in the advanced economies despite the recent improvement in growth. Unemployment rates remain elevated relative to pre-crisis levels in many advanced economies while spare capacity continues to be sizeable in several economies, reducing the prospect of higher investment growth. Amid low infl ation, prolonged weak growth may expose some economies to the risk of defl ation. Fiscal uncertainties also continued to linger, particularly in the advanced economies. In the US, there still remain fi scal challenges, such as a more permanent solution to the debt-ceiling limit and structural defi cits arising from mandatory expenditures. In the euro area, while fi scal austerity has resulted in a narrowing of budget defi cits, these measures have adversely affected private sector activity and hence, overall growth. Furthermore, public debt remains high, limiting the room for policy support to the economy.

Amid these global developments, the emerging economies face a relatively different set of domestic risks. Financial imbalances have been a key concern following the strong increase in credit and asset prices. This has led to high household debt levels in many emerging those in Asia. In PR China, fi nancial risks arise from the rapid growth in shadow banking activity, a growing source of fi nancing for property and infrastructure investments. A few emerging economies




are also experiencing twin defi cits. In particular, current account positions turned into defi cits in some countries as a weak recovery in external demand was accompanied by strong domestic growth that boosted imports. A rising trend in public debt levels, coupled with fi scal defi cits, was observed in several of these economies in large part due to the result of fi scal stimulus implemented during the global recession in 2008-2009. Furthermore, some emerging economies also face structural challenges such as supply bottlenecks, rising income inequality and over-reliance on the traditional sources of growth.

(Source: extracts from Bank Negara Malaysia Annual Report 2013)

Overview and outlook of the Malaysian economy

> Overview

The Malaysian economy is expected to remain on a steady growth path in 2014, expanding by 4.5%-5.5% (2013: 4.7%). The growth momentum will be supported by better performance in the external sector amid some moderation in domestic demand.

The Malaysian economy is expected to remain

on a steady growth trajectory of 4.5%-5.5% in 2014.

Domestic demand will remain the key driver of growth, albeit at a more moderate pace, refl ecting the continued public sector consolidation. Private investment is forecast to register robust growth

for the fi fth consecutive year, driven by the ongoing implementation of multi-year projects and the improvement in external demand. Private consumption will be underpinned by healthy labour market conditions and sustained income growth. Nonetheless, household spending is expected to moderate towards its long-term trend growth, refl ecting in part the impact of the higher infl ation. Public consumption is anticipated to record lower growth, following the ongoing consolidation of the Government’s fi scal position, while public investment is projected to register a higher growth, supported by both Government and public enterprise capital spending.

In line with the improvement in external demand, Malaysia’s export performance across most product categories is expected to pick up in 2014. Electronics and electrical (E&E) exports will benefi t from higher demand from the advanced economies while exports of non-E&E will be sustained by regional demand for resource-based products. Gross export performance is expected to be further supported by a small positive growth in commodity exports following two consecutive years of contraction. Services exports is expected to be higher due to the stronger travel account, which will be supported by Visit Malaysia Year 2014. At the same time, gross imports is projected to increase at a faster pace, driven mainly by higher intermediate imports. With import growth remaining robust, the current account surplus of the balance of payments is projected to narrow in 2014. Nevertheless, as exports improve, net exports of goods and services is expected to exert a lower negative contribution to real growth in 2014.




Headline infl ation is expected to average 3%-4% in 2014 (2013: 2.1%) due mainly to domestic cost factors. These include the recent price adjustments arising from subsidy rationalisation and the spillover effects of these adjustments on the prices of other goods and services. The higher cost pressures, however, will be partly contained by subdued external price pressures, given the expectations of lower global food and energy prices. Continued expansion in domestic capacity and a moderation in domestic demand would also contribute towards attenuating the cost pressures.

Notwithstanding the moderation in domestic demand, the underlying fundamentals of the Malaysian economy remain strong. Growth will be driven by the private sector across a diversifi ed range of economic activities. Of importance, employment remains strong and incomes are rising. The fi nancial system is resilient, with fi nancial intermediation expected to provide continued support to investment and consumption activity. In addition, the strength of Malaysia’s external position remains intact, with international reserves at healthy levels and external debt within prudent limits.

While the central outlook for the Malaysian economy assumes a gradual improvement in external demand, downside risks to global growth remain. These downside risks could affect the performance of the Malaysian economy in 2014. In the advanced economies, excess capacity in the labour and product markets remains, while fi scal uncertainties may affect the pace of recovery. Emerging economies may also experience slower-than-expected domestic demand amid policy measures to address domestic risks arising from high growth in credit and asset prices.

As in 2013, volatility in global fi nancial markets could contribute to the potential re-emergence of large and volatile capital fl ows. It should be noted that past experience has demonstrated Malaysia’s ability to withstand volatile capital fl ows.

For example, following intense deleveraging at the height of the crisis in the advanced economies, Malaysia experienced capital reversals by non-residents amounting to RM113.4 billion between second quarter 2008 and second quarter 2009, without disruptions to the fi nancial intermediation process. Malaysia’s well-developed capital markets, resilient external position and strong banking system will continue to provide the country with the capacity and policy fl exibility to absorb the volatility in capital fl ows. The economy could, however, also register stronger growth performance if the pace of global recovery exceeds expectations.

> Domestic Demand Continues to Anchor Growth

Domestic demand is expected to grow at a more moderate pace of 6.9% in 2014 (2013: 7.6%), refl ecting the ongoing public sector consolidation. Domestic demand will be supported by investment and private consumption.

Private domestic demand to anchor growth amid lower

public expenditure.

Private investment growth is expected to remain robust at 12.6% in 2014, the fi fth consecutive year of double-digit growth. The projected growth rate is higher than the 2000-2012 average growth of 8.8%. Insights gained from the Bank’s survey with businesses suggest that investments will be broad-based and geographically diverse, supported by the improvement in external demand and continued expansion in domestic consumption. Sustained improvements in the investment climate will also attract new investments and support the ongoing implementation of projects with long gestation periods. These include projects under the Economic Transformation Programme (ETP) and the development of regional economic corridors.




In the services sector, private investment is expected to be driven by investments in the domestic-oriented sectors. Capital spending in the healthcare and education sectors is expected to be lifted by increasing demand, in line with the development of Malaysia as a medical and education hub. Investments in the telecommunication and aviation segments will be supported by infrastructure upgrading and capacity expansion, while hotels and retail investments will expand, underpinned by domestic spending and tourism activities.

Investment in the residential property segment is also expected to remain fi rm, supported by the construction of mid-range residential properties. This is in line with private developers’ and Government measures taken to meet rising demand for affordable housing by low- and middle-income earners.

Capital spending in the manufacturing sector is also projected to increase in 2014, driven by higher investments in the E&E sector and sustained investments in the domestic-oriented manufacturing clusters. The recovery in external demand is expected to support investments in new technology in the E&E sector, while continued diversifi cation into new growth areas, such as medical equipment, optics and solar will further contribute to the recovery in manufacturing investments. In addition, investments in the construction-related cluster, especially in steel and cement will continue to be channelled towards meeting the demand from the implementation of existing construction projects. Furthermore, as announced under Budget 2014, the RM120 million integrated package allocated by the Government to SMEs will allow fi rms to upgrade capacity and invest in mechanisation and new technology in the face of higher costs. This is expected to facilitate improvements in productivity and the shift of SMEs towards higher value-added activity.

Investment in the mining sector will be sustained by the ongoing construction of production facilities under existing deep water projects and investments in marginal fi elds. In addition, fi rm energy prices will continue to underpin exploration and discoveries of new fi elds.

Private consumption is expected to grow by 6.9% in 2014 (2013: 7.6%). This moderation towards its long-run average of 6.6% (1990-2013) is after two consecutive years of strong growth. The more moderate growth in household spending follows a period of higher prices and greater uncertainty.

Nevertheless, favourable income prospects are expected to provide support to private consumption going forward. Wage growth in the export-oriented sectors is expected to improve as the sector benefi ts from the better performance in the external sector. Wages in the domestic-oriented sectors are expected to remain stable. The implementation of the minimum wage policy by some companies will also support wages, albeit to a lesser extent compared to 2013. In addition, targeted Government transfers to low- and middle-income households are expected to partially mitigate the impact of higher prices on household spending.

The labour market is expected to remain supportive of private consumption, with the unemployment rate projected to remain stable at 3.1% (2013: 3.1%). Employment growth is expected to remain above the post-Global Financial Crisis (GFC) average of 3%, but to moderate from a strong growth of 4.8% in 2013. The demand for labour will be supported by the improvement in global economic conditions, particularly benefi tting the export-oriented industries, and the sustained expansion in domestic economic activity.

Growth in household credit is expected to be slower in 2014, in part due to the series of measures implemented by the Bank in 2013. Nonetheless, the impact of these measures on private consumption growth is expected to be marginal as creditworthy households will continue to have access to credit. Public sector spending is expected to moderate in 2014, in line with the Government’s continued commitment to fi scal consolidation. Public consumption is expected to record a slower growth of 3%, refl ecting more moderate expenditure on supplies and services; and emoluments.

Public investment will register higher growth of 2.9%, underpinned by public enterprises’ (PEs) investment and Federal Government development expenditure. Investments by PEs refl ect the continued implementation of key infrastructure projects, particularly in the oil and gas, utility and transportation sub-sectors. The Federal Government development expenditure will be channelled mainly towards improving access and connectivity in urban and rural transportation infrastructure. In the social services sector, expenditure will be channelled primarily to the education, training and healthcare sub-sectors.

(Source: extracts from Bank Negara Malaysia Annual Report 2013)




CRITICAL ACCOUNTING POLICIES

The adoption of the accounting standards and interpretations (including the consequential amendments) are fully outlined in Note 4 and Note 5 of the Financial Statements. They do not have any material impact on the Group’s fi nancial statements, other than the following:

(a) MFRS 9 (2009) introduces new requirements for the classifi cation and measurement of fi nancial assets. Subsequently, this MFRS 9 was amended in year 2010 to include requirements for the classifi cation and measurement of fi nancial liabilities and for derecognition (known as MFRS 9 (2010)). Generally, MFRS 9 replaces the parts of MFRS 139 that relate to the classifi cation and measurement of fi nancial instruments. MFRS 9 divides all fi nancial assets into 2 categories – those measured at amortised cost and those measured at fair value, based on the entity’s business model for managing its fi nancial assets and the contractual cash fl ow characteristics of the instruments. For fi nancial liabilities, the standard retains most of the MFRS 139 requirement. An entity choosing to measure a fi nancial liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income rather than within profi t or loss. There will be no fi nancial impact on the fi nancial statement of the Group upon its initial application.

(b) The amendments to MFRS 132 provide the application guidance for criteria to offset fi nancial assets and fi nancial liabilities. These amendments will have no fi nancial impact on the fi nancial statements of the Group upon its initial application.

(c) The amendments to MFRS 136 remove the requirement to disclosure the recoverable amount when a cash-generating unit (CGU) contains goodwill or intangible assets with indefi nite useful lives but there has been no impairment. Therefore, there will be no fi nancial impact on the fi nancial statements of the Group upon its initial application but may impact its future disclosures.

RESULTS OF OPERATIONS

Performance of Current Year Compared to Previous Year

The Group’s revenue of RM394.83 million in current year was higher against the restated previous year’s revenue of RM10.10 million which was an increase of RM384.72 million or 3,807.33%.

The Group’s profi t before tax of RM58.80 million was higher against the restated previous year RM8.82 million which was an increase of RM49.98 million or 566.96%.

Detailed analysis by each segment is as follows:

• In-fl ight Catering and Related Services The revenue for in-fl ight catering and related

services segment for the current year was higher by RM213.75 million or 125.09% to RM384.63 million from RM170.88 million restated in the previous year. The signifi cant increase in in-fl ight catering and related services revenue are primarily due to full consolidation of in-fl ight catering division’s comprehensive income. Improved business of BAC was attributed mainly to the increase in passenger movements of BAC’s major customer, Malaysian Airline System Berhad (“MAS”), following its focus on route maximization of its current destinations and contributions from its partnership in ONE WORLD ALLIANCE. Revenue from other foreign carriers are expected to improve further arising from the introduction of bigger aircrafts and increased fl ight frequencies.

The 2014 outlook for in-fl ight catering division is expected to be positive due to the commencement of KLIA2 in May 2014. It is expected to handle more fl ights as compared to LCCT.

• F&B Segment The revenue for F&B segment for the current year

contributed RM3.69 million thus a decrease from RM4.14 million in the previous year.

• Warehouse Rental, Freight Forwarding, Transportation & Insurance Agency

The revenue for warehouse rental, freight forwarding, transportation and insurance agency segment for the current year was at RM6.2 million decreasing from RM6.4 million in the previous year. The management is proud of achieving a continuous profi t growth after its turnaround in 2012.




BALANCE SHEET AND FUNDING SOURCES

One of our focus on risk management is on Balance Sheet size and Composition. While the Group’s asset base changes arising from market fl uctuations and client’s activities, and the opportunities of new businesses, our Balance Sheet size and composition refl ects (i) our ability to tolerate risk, (ii) our ability to access to funding sources and (iii) the mix of debt and equity in our Enterprise value to seize new business opportunities.

As the Group expands it is critical to adopt an effi cient debt and capital management framework and implemented by a sound fi nance committee to dynamically manage the Group’s assets and liabilities, including:

• quarterly planning and review• business-specifi c limits• setting and monitoring key metrics, and • scenario planning and analyses.

In this context your Group has since 2012 established an Executive Board to carry out the above functions.

Total Asset of the Group increased to RM536.3 million from the restated RM278.8 million in the previous year representing a growth of RM257.5 million or 92.4% largely the result of the BLSG acquisition.

Group Shareholders Funds for the year likewise increased to RM254.2 million from RM217.0 million, a growth of RM37.2 million or 17.2%.

Group Total Liabilities for the year increased to RM247.4 million from RM61.8 million in the previous year. This represent an increase of RM185.6 million or 300.5%.

Correspondingly, Net Assets per Ordinary Share of the Group for the year has improved to RM1.28 from RM1.01 in the previous year.

The following tabulation shows the Group’s external funding sources:

OVERVIEW AND STRUCTURE OF RISKS MANAGEMENT

The Board acknowledges its overall responsibility of maintaining Brahim’s Holdings Berhad’s (“BHB” or “the Company”) system of internal control, which provides reasonable assessment of effective and effi cient operations, risk management practices, internal fi nancial controls and compliance with laws and regulations, as well as with internal procedures and guidelines, to safeguard the shareholders’ investments and the Company’s assets.

However, due to the complexity and management of a wide range of risks, the nature of these risks means that events may occur which could give rise to unanticipated or unavoidable losses. It should be noted that the Company’s system of internal control and risk management are designed to provide reasonable but not absolute assurance against material misstatement, frauds or losses. It is possible that internal controls can be circumvented or overridden. Due to the changing circumstances and conditions, the effectiveness of an internal control system may vary over time.

The rationale of the system of internal controls is to enable the Company to achieve its corporate objectives within an acceptable risk profi le and cannot be expected to eliminate all the risks. The Group’s system of internal control does not apply to Jointly Controlled Entities where the Group does not have full management control over them.

RECENT ACCOUNTING DEVELOPMENTS

There were no major accounting developments that may affect the company and the group for the current fi nancial year. See Note 5 to the consolidated fi nancial statements for information about signifi cant Accounting Policies and Note 4 on Basis of Preparation of the fi nancial statements, the most signifi cant being MFRS 11.

BHB BACH TISB CB Total

External credit facilities (in RM) 152,704,136 324,000 193,329 2,531,746 155,753,211

Average cost of borrowings (p.a) 6.58% 6.30% 5.78% 7.50%




RISKS FACTORS THAT MAY AFFECT OUR BUSINESS

• The ongoing uncertainty over Ukraine and the Middle East and global economic growth remains a key concern. Growth in the Asia region also seems to be moderating. Overall, a slower global economy could have an unfavorable impact on tourist arrivals and air passenger traffi c growth, which will adversely affect the performance of our in-fl ight catering and F&B outlet operations at the airports. Concern over potential acts of terrorism and epidemic outbreaks could also serve to hurt the air travel industry, and undermine our core business. The MH370 incident may see a negative impact on VMY 2014 affecting the growth of inbound tourists from China.

• Rising costs and competition are also common risk factors within the food-related industry. In that respect, we have always possessed the core competencies, drawing on our experience and knowledge in food services and established relationships with our business partners and customers, to mitigate such business risks.

• Restaurant operation business in airports is highly competitive and is characterised by sensitivity to price changes, branding of products and changes in consumer preference and behavior. It is the intention of BHB to constantly review business strategies together its partner to mitigate business risks associated with restaurant operations. The Group would review the operation strategies on regular basis to enable the Group to react swiftly to changes in the industry to mitigate the industry risks.

• Like any other concessions, DHost’s rights to operate the restaurants in the airport could materially and/or adversely affected by changes in political and economic conditions in Malaysia. These political and economic uncertainties include, but are not limited to, changes in political leadership, nationalization, expropriation and taxations.

• DHost’s rights to operate in the airports are based on negotiated tenancy terms. DHost does not expect immediate major fi nancial impact arising from the loss of rights by DHost until the expiry of the respective tenancies. In forging ahead the business strategies of BHB, the Board constantly reviews its operations and business activities and carefully considers business opportunities that may arise and present itself to the BHB Group. In the event that DHost loses the rights to operate the

restaurants in the airports, DHost will take proactive steps to consider and venture into other profi table business with the view to counter for the loss in revenue and profi t contribution of DHost. DHost’s rental expenses were approximately 30% of the total operating expenses. As the rental expenses comprise a signifi cant portion of the total operating expenses of DHost, any substantial increase in rental may adversely affect the profi tability of DHost. Most of DHost’s tenancy agreements are for a period between 2 to 3 years. Upon the expiry of the tenancy of a restaurant, Malaysia Airports (Sepang) Sdn Bhd or its affi liates (“Landlord”) would have the right to review and alter the terms and conditions of the tenancy agreement. DHost would negotiate with the Landlord on the terms and conditions for the extension of the tenancy upon the expiry of the tenancy agreement. However, there is no assurance that the tenancy agreement will be renewed or extended. Nonetheless, based on the successful renewal of rental agreements by DHost historically, the management believes that DHost would be able to maintain a cordial relationship with Landlord in the future.



ENERGY THAT DRIVES OUR

PEOPLE

We are a Group built by people and powered by people. BHB comprises

of a diverse representation of people with integrity and varied

capabilities in a culture that embraces multiple points of

view and fosters the exchange of innovative ideas. And through our

Group-wide commitment to people, performance and excellence, we

continue to reward high performers and increase the talent pool in our leadership team. Put simply, we’re making our Group an outstanding

place to work so that our customers can benefi t from our expertise.



Corporate Social Responsibility Statement

Your Group continues to maintain initiative in its Corporate Responsibility (CR) activities to uphold the highest standard of ethics and citizenship. The Group’s businesses is build on sustainable practices and responsible corporate governance that contributes towards safety, sustainable environment and society. Our CR drive focusses on the workplace, community, marketplace and the environment. As BHB is merely an investment holding company, the bulk of its CR activities are carried out by its key venture in Brahim’s Airline Catering Sdn Bhd (BAC).

WORKPLACE

Safety Campaign27-29 November 2012 A serious workplace injury or death changes lives forever – for families, friends, communities, and co-workers too. This is the main purpose why BAC conducting a safety campaign that involved the company’s staff, together with Government agencies including Polis DiRaja Malaysia (PDRM), Jabatan Bomba & Penyelamat Malaysia, Agensi Antidadah Kebangsaan (AADK), Ministry of Health, Social Security Organisation (PERKESO), Jabatan Keselamatan Jalan Raya (JKJR) and Department of Occupational Safety and Health (DOSH). Among the activities carried out over three days of campaign were games, briefi ng sessions by Government agencies, free medical check-up, blood donation and exhibition that aimed to raise awareness of issues related to occupational safety and health.




Bowling & Fishing Competition 201327 March 2013 BAC held a Mixed Bowling Championship opened to all staff of the Group. A total of 21 teams participated and competed fi ercely for the trophy and cash winnings.

22 June 2013 A total of 24 participants took to the BAC Fishing Competition 2013 took place at the Jugra Salt Water Lake in Banting. A 5kg siakap catch determined the winner of the day.

Farewell Party5 July 2013 A farewell party was held for Mr Pieter Hartling. He started his career with BAC on 1 September 2004 as General Manager. His contributions to the company had been invaluable.

Minimum Wages2 April 2013 The Human Resource Department delivered the happy news of wage adjustment to six BAC staff. In line with the minimum wage (starting from January 2013) announced by the government, their basic pay were duly adjusted to RM900.

Executive Chairman Visit5 April 2013 Datuk Haji Ibrahim Haji Ahmad Badawi (Executive Chairman), accompanied by Encik Mohd Zaki Omar (CEO) visited the Penang Infl ight Kitchen to give a briefi ng on Brahim’s corporate development to all the administrative team and the staff.

Halal Workshop27 November 2012 Jabatan Kemajuan Islam Malaysia (JAKIM) conducted a visit and Halal Audit on BAC. In conjunction with the audit, HEC introduced ‘Halal Focus Group Training’ on the early month of October that involved company’s staff.

14-15 May 2013 The Halal Committee gathered at D’Nelayan Resort, Pengkalan Balak for a Halal Workshop. The objective of this edition’s workshop was to obtain the Committee Members’ approval to run a check on products that do not fall under the Akta Perihal Dagangan (APD) (2011).




24 October 2013 5 representatives from Penang’s Infl ight Kitchen attended a ‘Empowering Halal Integrity Seminar’ at Cititel Hotel, Georgetown.

19 December 2013 Desatera Sdn Bhd (a sister company of Brahim’s Holdings Berhad) organised a Halal Awareness Programme at Hotel Equatorial, Bangi. Puan Azrina and Encik Mohd Azizi (BHEC) were invited to give a talk on Malaysian Standard (MS 1500:2009), Halal Manual, Food Act 1983 and Trade Description Act (APD) 2011. The one day programme was attended by 40 participants from various departments in Desatera.

CRISP30 August 2013 The BAC Core Values Launch was held at Dewan Perdana, BAC. The 5 values: Commitment, Respect, Integrity, Sustainability, Performance (CRISP), were explained in detail by Encik Ahmad Reza Kamaruddin, CIO of BAC.

Family Day31 August 2013 BAC held a Family Day, themed: ‘Riang Ria di Bawah Suria’ at Sunway Lagoon, Petaling Jaya. Over 1,500 people comprising of staff and their family members came to enjoy the fun-fi lled day.

Team Building24-25 September 2013 The Production Department held a 2D/1N Team Building exercise at Nur Lembah Pangsun, Hulu Langat, Selangor. The 26 participants and unit heads who participated in the event were divided themselves into 3 groups named after spices: Kunyit, Selasih and Ketumbar.




Best Safety Practice and the Most Effective Safety Practice7-18 October 2013 Encik Nor Azman Abd Ghani from the Safety Department was selected as the winner of the “Best Safety Practice” and “The Most Effective Safety Practice” in a joint training programme held in Kansai Kenshu Centre, Osaka, Japan. This programme brought together 19 participants from 19 countries sponsored by the Malaysian Employers Federation (MEF) and the Overseas Human Resources and Industry Development Association Japan (HIDA).

BAC Management Outing 201414-17 November 2013 Makasar Sulawesi Selatan Indonesia was selected to host BAC Management Outing for 2014 and this is the fi rst series since LSG Sky Chefs – Brahim’s (LSGB) was renamed as BAC. Also in attendance were Mr Goh Kee Kuang (CEO of BHB), Encik Mohamed Zamry (Director of BHB), Encik Ahmad Fahimi (Group Executive Offi cer at Dewina Holdings Sdn Bhd) and Encik Ahmad Husaini (Marketing Director of Dewina Holdings Sdn Bhd).

Leading with Brahim’s Programme19-20 November 2013 In line with a High Performance Organisation, BAC conduct a ‘Leading with Brahim’s Programme’ at Nilai Springs Resort. A total of 25 participants, including the CEO, COO, CIO, Managers and Department Heads participated and Encik Ahmad Jaidi Tajuddin (Focus Learning Consulting Sdn Bhd) was invited as a trainer.

Corporate Integrity Pledge (CIP)2 December 2013 Brahim’s Airline Catering Sdn Bhd (BAC) the Malaysian in-fl ight catering company has become the country’s fi rst Halal food supplier to sign the Corporate Integrity Pledge (CIP) to improve its governance and integrity among its workforce. CIP implementation helps the company to educate its workers on the corruption crime, as well as workers’ integrity.




COMMUNITY

Charity Visits10 January 2013 Penang Infl ight Kitchen visited three private charities – Rumah Jagaan Nasyiatul Aisyiyah, Sekolah Agama & Maahad Tahfi z Al-Quran and Pengajian Islam located at the southwest district of Penang. They donated cash contributions collected from the BAC Penang staff.

14 February 2013 Penang Infl ight Kitchen paid a charity visit to the orphanage at Kg. Che Bema, Sg. Petani, Kedah to donate cash collected from the staffs at BAC Penang along with drinks.

Flood Victims9 December 2013 Members of the ERT continued in giving a helping hand to fl ood victims in Kuantan, Pahang. The project was aimed in assisting fl ood victims by providing the necessary assistance and relief to the affected people.

Career Talk & Motivational Camp14 December 2013 A career talk and an open interview session held at Pusat Dagangan Antarabangsa Melaka (MITC), Ayer Keroh. This event was in conjunction with ‘Karnival Kerjaya Azam Kerja Satu Malaysia’, organised by Job Malaysia, Ministry of Human Resource.

9-11 December & 23-25 December 2013 BAC had conducted two series of Motivational Camps for children of BAC’s staff at Berhulu Camp Jempol, Negeri Sembilan. The 3D/2N programme was attended by 75 participants from the age of 12 to 14 years old. Among activities carried out were lectures and physical activities that aimed to promote the spirit of teamwork and love for nature.




MoU Signing18 February 2013 UiTM and BAC signed a Memorandum of Understanding (MoU) which undertakes to train and prepare 345 students from UiTM in the fi eld of food technology, in stages over a period of 5 years. It would also allow the educators from UiTM to do industrial training in BAC to increase their experience in the fi eld.

17 June 2013 Malaysia Productivity Corporation (MPC) and BAC signed a MoU in line with the Business Excellence project.

30 December 2013 MoU signing ceremony with LSG Lufthansa Service Holding was held at BAC. BAC was represented by Tuan Haji Abdul Aziz Mohammad (BHEC), meanwhile LSG Lufthansa was represented by Director of Business Development Asia Pacifi c, Mr Pieter Harting. By signing of this MoU, BHEC is expected to play a major role by working closely in providing consultation and Halal audit service to LSG Sky Chefs.

Zakat Contribution18 & 27 December 2013 BAC made a zakat contribution of RM1,500,000.00 for the fi nancial year ended 2008, 2009, 2010, 2011 and 2012. From the total amount Business Zakat, RM1,000,000 was distributed to Lembaga Zakat Selangor (LZS) and RM500,000 to Pusat Zakat Negeri Sembilan (PZNS). Encik Ainul Hasnizam Abu Hassan, BAC CEO presented the cheque to the State Zakat Collection Centres.

Majlis Berbuka Puasa & Hari Raya Celebration19 July 2013 A buka puasa dinner with the orphans of Permata Kasih, Permatang Pauh was held at Dataran BAC, Penang. The representatives also gave duit raya to the children as well as a cash contribution of RM1,000 and basic necessities such as towels and dried food to the orphanage.

30 July 2013 BAC attended a buka puasa event with Amina El Shafei, fi nalist of MasterChef Australia, Season 4, hosted by Lifetime Channel at the Blue Med, The Gardens Mid Valley. They were treated to Amina’s preparation of a local Malaysian dish and dessert.




31 July 2013 BAC held an open house for buka puasa for their staff, orphans, single mothers and the under-privileged. A total of 42 orphans and under-privileged children from Rumah Pertubuhan Baitul Barokah Wal Mahabbah, Kg Ginching Salak, along with 14 single mothers and 15 of their children celebrated buka puasa with the staff of BAC. They were given contributions in the form of cash and dried food hampers.

31 July 2013 As previous years, BAC gave out bubur lambuk to all the staff of all nationalities in celebration of Al-Mubarak. Over 1,200 packets of bubur lambuk were prepared by the Hot Kitchen.

16 July 2013 During the holy month of Ramadhan, BAC invited their airline clients and airport authorities to break fast with BAC Management team at the Concord Inn Hotel, KLIA.

24 July & 1-2 August 2013 Breaking fast delicacies in the form of packed meals were distributed to the media staffs of Prima Media, TV3, TV8 and TV9 at Sri Pentas. BAC also distributed similar meals to Radio Televisyen Malaysia (RTM) and Utusan Malaysia on 1 and 2 August 2013, respectively.

22 August 2013 The Hari Raya celebration was attended by 400 guests, including the clients of BAC.




MARKETPLACE

Hari Khidmat Pelanggan & Customer Visits16 November 2012 Tentera Udara Malaysia (TUDM) conducted a special visit to BAC headed by General Tan Sri Dato’ Sri Rodzali bin Daud. Among the kitchen unit that they visited were Hot Kitchen Area, Cold Kitchen Area, Pastry Kitchen Area, Warehouse Department, Unit Tray Setting, Warewash and Loading Unit in Logistics and Transportations Department.

20 November 2012 BAC received visits from Tan Sri Zuhair A Sadayo, Board of Director, The Establishment of the Motawifs of South East Asia Pilgrims. He was given a briefi ng and taken on a kitchen tour by Encik Mohd Zaki Omar. The visit was part of Brahim’s Holdings Berhad Mecca Meals project to supply food for the pilgrims during the Hajj season.

14 March 2013 Customer satisfaction is of paramount importance in every business. The Group celebrated Hari Khidmat Pelanggan attended by clients from the banking and private businesses to further foster and strengthen ties.

19 March 2013 BAC invited Jabatan Perhubungan Perusahaan (JPP) to visit the premises. The objective was to strengthen the relationship between the two entities. After a short briefi ng, the delegates were taken on a tour around the premises and catering kitchens. They were treated to a special meal prepared by the kitchens before the visit ended.

18 April 2013 A 4-member delegate from the Republic of Palau visited BAC premises for a tour.

21 May 2013 Thai Airways conducted a visit and audit to BAC.




1 June 2013 BAC Penang prepared a meal for 100 VVIP guests to commemorate Garuda Airlines’ inaugural fl ight from Penang to Medan on their CRJ1000 aircraft.

18 June 2013 Representatives from Panel Pakar Syariah (PPS), JAKIM and several muftis paid a visit to Sektor Khidmat Cucian Peralatan Makanan to observe the cleansing process to ensure that procedures undertaken adhered to the purifi cation and cleansing guidelines set by PPS and JAKIM.

13 September 2013 UiTM’s Faculty of Hotel and Tourism Management in Penang paid a visit to Penang’s Infl ight Kitchen.

12 September 2013 Representatives from KDYMM Sultan Terengganu’s Offi ce comprising of staff from the F&B Division paid a visit to BAC. A total of 24 people, including the Chef and Palace attendants joined in the tour.

3 October 2013 BAC received a visit from a delegation representing Malaysia Productivity Corporation (MPC). The main focus of this visit is for the delegates to oversee and appraise BAC’s operations section.

9 October 2013 Tentera Udara DiRaja Malaysia (TUDM) visited BAC for the unveiling of the new menu. Several sample meals were presented to ensure the client’s satisfaction.

12 October 2013 His Excellency Khalfan Saeed Juma Al-Khaabi, Ms. Elina Ukrheidelin and Y.A.M Tengku Sulaiman Shah paid a visit to BAC, where they were given a tour around the kitchens and its operations. They were also given a brief background of the company.




16 October 2013 Four delegates from ANA Catering visited BAC and were given a briefi ng on the background of the company. Prior a working tour, they were presented with several Japanese sample meals prepared by the chefs of BAC.

15 November 2013 Ms Carola Wolf and Mr Pieter Harting from Lufthansa Hygience Institute (LHI) visited Penang’s Infl ight Kitchen to conduct an annual audit. The main purpose of this audit was to make sure Penang’s Infl ight Kitchen cleanliness, process and products follows LHI's standards.

Brahim’s 25th anniversary20 February 2013 A celebration was held at Café Barbera, Bangsar in lieu of Brahim’s 25th anniversary.Datuk Haji Ibrahim Haji Ahmad Badawi (Executive Chairman) took the opportunity to introduce pre-packed ready-to-eat meals, the latest products produced by the Group.

Meals Prepared2 April 2013 BAC prepared breakfast, lunch and tea for 300 participants who attended the Station Manager Safety Conference. A total of 400 packed meals were also prepared for the conference event.

3 April 2013 BAC prepared buffet breakfast and lunch for 600 participants during the MH Award 2012 event held at the MH Auditorium SFB, KLIA.

23 April 2013 During the launch of Air France Inaugural Flight to KLIA, BAC’s catering team prepared breakfast and lunch meals for 190 invitees in conjunction with the launch event. A 5kg cake was also prepared to celebrate the auspices of the event.




Company’s Name & Logo Change6 April 2013 In line with the company’s name change, the logo on the front of BAC building was changed to Brahim’s Airline Catering.

Menu Served to Hajj Passengers 23 May 2013 A food testing for hajj fl ights for 1434H/2013M was held at Dewan Perdana.

13 June 2013 The Tabung Haji team from Penang and Alor Setar paid a visit to Penang Infl ight Kitchen to test the menu served to hajj passengers on MH fl ights from Penang/Alor Setar to Medina, UAE.

9-13 September & 24-28 October 2013 The hajj fl ights this year were divided into two phases of fi ve fl ights. Eight staff from the Operations Division of BAC’s Penang Infl ight Kitchen were given the task to ensure the meals prepared were of quality, clean and safe for hajj pilgrims. The preparation operations were different from previous, due to the distance between the Penang Infl ight Kitchen to Alor Setar airport of at least 3 hours.

Celebrity MasterChef Malaysia4-5 June 2013 The fi lming of the fi nal two episodes of Celebrity MasterChef Malaysia - Season 2, took place at BAC. Guest judges from BAC were also selected to join the programme’s panel of judges: Moh Johari Edrus (Chef Papa Jo), Zubir Md. Zain (Chef Zubir) and AduAmran Hassan (Chef Adu) for the tasting. The fi nal taste test was held onboard a new Airbus 380 aircraft. BAC played host to 350 guests, where Zuraidah “Syura” Badron, was announced the winner of the Season 2.

Malaysia Airlines Signature Dish13 June 2013 BAC held a press conference in collaboration with MAS to introduce ‘Malaysia Airlines Signature Dish’, the Sambal Nasi Lemak.




Asia Pacifi c Entrepreneurship Awards (APEA)27 August 2013 BAC was one of the winners in the Asia Pacifi c Entrepreneurship Awards (APEA). Datuk Haji Ibrahim Haji Ahmad Badawi (Executive Chairman) received the award for the ‘Outstanding Entrepreneurship Award’ category. This world-class award is fully supported by the local government and businesses.

Students Practical Training Programme28 July 2013 The fourth batch of Indonesia trainees arrived at LCCT. The trainees, from SMK Negeri 1, Magelang Jawa Tengah, Indonesia, began their practical training programme on 29 July 2013.

21 October 2013 A total of 23 students from UiTM were accepted for the fi fth training session at BAC to undergo industry training for four months commencing from 21 October until 23 February 2014.

ENVIRONMENT

Joint F.O.D. Initiative Programme21 December 2012 Kuala Lumpur Airport Service (KLAS) together with BAC and MAS conducted a ‘Joint F.O.D. Initiative Programme’ with a slogan “Zero FOD = Zero Incident”. The main purpose of the programme was to reduce damage or hazards caused by foreign objects inside the aircraft.



CONFIDENCE THROUGH

STABILITY

Brahim's has been a foundation for stability. Over the last two decades we have built on that

foundation. Today, we have further built on its fundamentals and

endeavour to help our customers adopt responsive solutions to

ever-changing food F&B industry landscapes and turn those

aspirations into tangible results. Ultimately, it is our ability to build

our customers’ and nation’s vision – that defi nes our success.



Code of Ethics

1. Brahim’s Holdings Berhad will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of its executives, directors, employees or affi liates is in the company’s best interest. Brahim’s Holdings Berhad will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the human resources who work here. Thus, we are all expected to adhere to high standards of personal integrity.

2. Executives, directors, and employees of the company must never permit their personal interests to confl ict, or appear to confl ict, with the interests of the company, its clients or affi liates. Executives, directors and employees must be particularly careful to avoid representing Brahims’ Holdings Berhad in any transaction with others with whom there is any outside business affi liation or relationship. Executives, directors, and employees shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affi liates.

3. No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organisation in order to attract or infl uence business activity. Executives, directors, and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or infl uence business activity.

4. Executives, directors, and employees of Brahims’ Holdings Berhad will often come into contact with, or have possession of, proprietary, confi dential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information – whether it is on behalf of our company or any of our clients or affi liates – could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods. Proprietary, confi dential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.

5. Misuse of material inside information in connection with trading in the company’s securities can expose an individual to civil liability and penalties under the

Capital Markets and Services Act 2007 and Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Under this Act, directors, executives, and employees in possession of material information not available to the public are “insiders”. Spouses, friends, suppliers, brokers, and others outside the company who may have acquired the information directly or indirectly from a director, offi cer or employee are also “insiders”. The Act prohibits insiders from trading in, or recommending the sale or purchase of, the company’s securities, while such inside information is regarded as “material”, or if it is important enough to infl uence you or any other person in the purchase or sale of securities of any company with which we do business, which could be affected by the inside information. The following guidelines should be followed in dealing with inside information:

• Until the material information has been publicly released by the company, an employee must not disclose it to anyone except those within the company whose position require use of the information.

• Employees must not buy or sell company’s securities when they have knowledge of material information concerning the company until it has been disclosed to the public and the public has had suffi cient time to absorb the information.

• Employees shall not buy or sell securities of another corporation, the value of which is likely to be affected by an action by the company of which the employee is aware and which has not been publicly disclosed.

6. Executives, directors and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.

7. Executives, directors, and employees will remain personally balanced so that their personal life will not interfere with their ability to deliver quality products or services to the company and its clients. Executives, directors, and employees agree to disclose unethical, dishonest, fraudulent and illegal behaviour, or the violation of company policies procedures, directly to management.

8. Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.



Board Charter

PURPOSE OF CHARTER

This Board Charter sets out the role, composition and responsibilities of the Board of Directors (“the Board”) of Brahim’s Holdings Berhad.

PURPOSE OF THE BOARD

The Board has two broad purposes, compliance and performance:

COMPLIANCE: Conform With or Exceed All Legal Requirements

Legal• monitor compliance with the Memorandum and

Articles of Association• comply with directors’ responsibilities• comply with laws• monitor insurance requirements

Accountability• monitor fi nancials• compliance audits

PERFORMANCE: Assist the Organisation to Perform to Its Best Potential

Strategy and Policy• approve Vision/mission and ensure it is embedded

into the organisation operations• approve strategic plan and policies and monitor

regularly

Accountability• overall performance of the organisation• board evaluation, succession planning• report outcomes to stakeholders• manage the CEO

Public Relations• represent and participate• keep stakeholders informed• project a strong and positive image• promote the vision• facilitate cohesion• protect the interests of stakeholders• speak with one voice regarding Board decisions

Risk Management• ensure up-to-date and effective risk profi le and

management strategy• monitor critical risks

The Board, while meeting its responsibilities, is mindful of the organisation mission and the objects of the organisation as embodies in its Memorandum and Articles of Association.

ROLES AND RESPONSIBILITIES

The Board has delegated authority for the operations and administration of the organisation to the Chief Executive Offi cer (CEO).

The functions of the Board are to:

Provide effective leadership and collaborate with the Executive management team in:• articulating the organisation’s values, vision, mission

and strategies• developing strategic (direction) plans and ordering

strategic priorities• maintaining open lines of communication and

promulgating through the organisation and with external stakeholders the values, vision, mission and strategies

• developing and maintaining an organisation structure to support the achievement of agreed strategic objectives

Monitor the performance of the CEO against agreed performance indicators.

Review and agree the business (action) plans and annual budget proposed by the Executive management team.

Monitor the achievement of the strategic and business plans and annual budget outcomes.

Establish such committees, policies and procedures as will facilitate the more effective discharge of the Board’s roles and responsibilities.

Ensure, through the Board committees and others as appropriate, compliance obligations and functions are effectively discharged.

Initiate a Board self-evaluation programme and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programmes as the Board judges appropriate.

Ensure that all signifi cant systems and procedures are in place for the organisation to run effectively, effi ciently, and meet all legal and contractual requirements.

Ensure that all signifi cant risk are adequately considered and accounted for by the Executive management team.



Board Charter

Ensure that organisation has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate and social responsibility.

The Board has no operational involvement in the conduct of organisation’s business activities and delivery of services. Its role is confi ned to setting and reviewing policy.

MEMBERSHIP AND TERM

The Memorandum and Articles of Association provides for a minimum of two (2) directors (so that a quorum can be formed to transact business at meetings).

Directors are free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the organisation.

Membership of the Board shall be disclosed in the annual report including whether a director is independent or not independent.

The Board has not adopted a tenure policy, but the tenure of an independent director should not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue to serve on the Board subject to the director’s re-designation as a non-independent director. The Board, upon recommendation of the Nomination Committee, shall justify and seek shareholders’ approval in the event that it desires to retain a person who has served in that capacity for more than nine (9) years as an independent director.

BOARD/CEO RELATIONSHIP

The roles of the Chairman of the Board and CEO are strictly separated.

The CEO is responsible for:• policy direction of the operations of the organisation• the effi cient and effective operation of the

organisation• bringing material and other relevant matters to the

attention of the board in an accurate and timely manner.

The CEO is not a member of the Board.

BOARD CULTURE

The Board actively seeks to have an ‘engaged culture’ which is characterised by candour and willingness to challenge. This is evidenced by:

Agendas• The agendas of the Board limit presentation time

and maximise discussion time.• There are lot of opportunities for informal

interactions among Board members.

Behaviour• Board members are honest yet constructive.• Members are ready to ask questions and willing to

challenge leadership.• Members actively seek out other member’s views

and contributions.• Members spend appropriate time on important

issues.

Values• The Board serves the community by actively

participating in governance.• The Board is responsible to various stakeholders.• Board members are personally accountable for

what goes on at the organisation.• The Board is responsible for maintaining the

organisation’s stature in the sector.• Board members respect each other.

REPORTING

Proceedings of all meetings are minuted and signed by the Chairman of the meeting.

Minutes of all Board meetings are circulated to directors and approved by the Board at the subsequent meeting.

Resolutions are fi rst put to the Board in draft form (as a “Board Paper”) and, once passed, are recorded in the Minutes Book.

REVIEW OF CHARTER

The Board will review this charter bi-annually to ensure it remains consistent with the Board’s objectives and responsibilities.

PUBLICATION OF THE CHARTER

Key features of the charter is outlined in the Annual Report.



Statement of Corporate Governance

The Board of Brahim’s recognises the importance of practicing the highest standards of Corporate Governance throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value with corporate accountability and transparency.

As such, the Board continues to affi rm its commitment in adhering to the Principles and Best Practices set out in the Malaysian Code on Corporate Governance 2012 (“the Code”).

Set out below is a description of how the Group has applied the Principles of the Code and how the Board has complied with the Best Practices set out in the Code throughout the fi nancial year ended 31 December 2013.

THE BOARD STRUCTURE, DUTIES AND EFFECTIVENESS

Board Size, Leadership and Competencies

An experienced and effective Board consisting of mainly Non-Executive members with a wide range of skills and experience from fi nancial and business background lead and control the Group. The directors bring depth and diverse expertise to the leadership of the challenging and highly competitive in-fl ight catering, restaurant operations, logistics and warehousing businesses.

The Board continues to give close consideration to its size, composition, spread of experience and expertise. No individual or group of individuals dominates the Board’s decision making. This is to ensure that issues of strategy, performance and resources are fully discussed and examined to take into account the long term interests of stakeholders of the Company.

As at 31 December 2013, the Board size of seven members comprises the Executive Chairman, an Executive Director, three Independent Non-Executive Directors and two Non-Independent Non-Executive Directors. The composition of the Board meets the

criteria of one-third independent directorship as set out in the Main Market Listing Requirements.

Clear Functions of the Board and Management

The Board owes the fi duciary duties to the Company and, while discharging its duties and responsibilities, shall individually and collectively exercise reasonable care, skill and diligence at all times.

The principal responsibilities of the Board of Directors of the Company are as follows:

• Approval of fi nancial results• Dividend policy• Issuance of new securities• Annual business plan• Annual fi nancial budget• Acquisition or disposal of material fi xed assets• Acquisition or disposal of group companies

To ensure the effective discharge of its function and responsibilities, the Board delegates some of the Board’s authorities and discretion on the Executive Director, representing the Management, as well as to the properly constituted Executive Board. The Board Members, in carrying out their duties and responsibilities, are fi rmly committed to ensuring that the highest standards of corporate governance and corporate conduct are adhered to, in order that the Company achieves strong fi nancial performance for each fi nancial year, and more importantly delivers long-term and sustainable value to stakeholders.

The Executive Board is entrusted with specifi c responsibilities to oversee the Company’s affairs, in accordance with their respective Terms of References. The Board additionally provides stewardship to the Group’s strategic direction and operations, and ultimately the enhancement of long-term shareholder’s value. The Board is primarily responsible for:

• adopting and monitoring progress of the Company’s strategies, budgets, plan and policies;

• overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed;

• considering management recommendations on key issues including acquisitions and divestments, restructuring, funding and signifi cant capital expenditure;

• succession planning including appointing and reviewing the compensation of the top management;




• identifying principal risks and ensuring the implementation of appropriate systems to manage these risks; and

• reviewing the adequacy and integrity of the Company’s internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

The Board has delegated certain responsibilities to several Board Committees such as the Audit Committee, Nomination Committee and Remuneration Committee which operated within clearly defi ned terms of reference.

The roles of the Executive Chairman and Executive Director are separate with clearly defi ned responsibilities to ensure the balance of power and authority. The Executive Chairman is primarily responsible for the orderly conduct and workings of the Board whilst the Executive Director is responsible for the overall operations of the business and the implementation of Board strategy and policy.

All the Independent Non-Executive Directors are independent of management and are free from any business or other relationship that could materially interfere with the exercise of their independent judgement. They have the calibre to ensure that the strategies proposed by the management are fully deliberated and examined in the long-term interests of the Group, as well as shareholders, employees and customers.

Col (Rtd) Dato’ Ir Cheng Wah is the Senior Independent Non-Executive Director to whom concerns relating to the Company may be conveyed by shareholders and other stakeholders.

Code of Ethics

The Company’s Code of Ethics are set out in the Annual Report herein which covers all aspects of the Company’s business operations, such as confi dentiality of information, confl ict of interest, gifts, gratuities or bribes, dishonest conduct and assault. The Code is expected to govern the standards of ethics and good conduct expected of Directors and employees of the Group.

Board Meetings and Supply of Information to the Board

All directors of the Company whether in full Board or in their individual capacity, have access to all information within the Company and are able to seek independent professional advice where necessary and, in appropriate circumstances, in furtherance of their duties.

The Directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board meeting procedures are followed and that applicable rules and regulations are complied with.

The Board is satisfi ed with the performance and support rendered by the Company Secretary to the Board in the discharge of its functions. The Company Secretary plays an advisory role to the Board in relation to the Company’s constitution, Board’s policies and procedure and compliance with the relevant regulatory requirements, codes or guidance and legislations. The Company Secretary supports the Board in managing the Company’s governance model, ensuring it is effective and relevant. The Company Secretary also ensure that deliberations at the Board meetings are well captured and minuted.

During the fi nancial year ended 31 December 2013, six (6) Board of Directors’ meetings were convened. The details of attendance of the Board members are as follows:

Name of Director

No. of Meetings Attended %

Datuk Ibrahim bin Haji Ahmad 5/6 83Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain

6/6 100

Col (Rtd) Dato’ Ir Cheng Wah 6/6 100Mr Goh Joon Hai 6/6 100Dato’ Choo Kah Hoe 5/6 83Encik Mohamed Zamry bin Mohamed Hashim

5/6 83

Datuk Seri Panglima Sulong bin Matjeraie (Appointed as

Director wef 18 July 2013)

2/3 67




All proceedings, deliberations and conclusions of the Board and Board Committees Meetings are clearly recorded in the minutes of meetings by the Company Secretaries, confi rmed by the Board and signed as correct record by the Chairman of the Meeting. The Board also exercises control on routine matters that require the Board’s approval through the circulation of Directors’ Resolutions In Writing as allowed under the Company’s Articles of Association.

Board Charter

The Board Charter adopted in 2012 is also represented in this Annual Report. In this board charter, the Board recognises the importance to set out the key values, principals and ethos of the Company, as policies and strategy development are based on these considerations. The Board Charter defi nes clearly the division of responsibilities and powers between the board and management as well as the different committees established by the Board.

BOARD COMMITTEES

The Board Committees of the Company consist of the Audit Committee, Nomination Committee and Remuneration Committee. The Chairman of the respective Board Committees reports the outcome of the Board Committee Meetings to the Board, and if required, further deliberations are made at Board level.

Audit Committee

The Audit Committee comprises two Independent Non-Executive Directors and one Non-Independent Non-Executive Director with Col (Rtd) Dato’ Ir Cheng Wah as Chairman of the Committee. The composition and Terms of Reference of the Audit Committee are also provided in this report.

The Audit Committee has explicit authority from the Board to investigate any matter and is given full responsibility within its term of reference and necessary resources which it needs to do so and full access to information. The Audit Committee also meets at least twice a year with the external auditors without the presence of the executive Board members.

Nomination Committee

As at the reporting date, the Board has established a Nomination Committee comprised exclusively of the following Non-Executive Directors:

No. Name Designation1. Goh Joon Hai

(Chairman)Independent

Non-Executive Director2. Col (Rtd) Dato’

Ir Cheng Wah (Member)Independent

Non-Executive Director3. Dato’ Choo Kah Hoe

(Member)Non-Independent

Non-Executive Director

The terms of reference of the Nomination Committee include:

• annually review the required mix of skills and experience and other qualities, including core competencies which non-executive and executive directors should have.

• assess on an annual basis, the effectiveness of the Boards as a whole, the committees of the Board and for assessing the contribution of each individual Director, including Independent Non-Executive Directors. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions should be properly documented.

• be entitled to the services of the Company Secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the Company’s own record and for the purposes of meeting statutory obligations, as well as obligations arising from the Bursa Malaysia Securities Berhad Main Market Listing Requirements or other regulatory requirements.

Re-appointment and Re-election of Directors

Each director must retire from offi ce at least once in every three years and can offer himself for re-election. Directors who are appointed by the Board are subject to election by the shareholders at the next Annual General Meeting held following their appointment.

Each year, the Nomination Committee assesses the experience, competence, integrity and capability of each Director including any Directors over 70 years old who wish to continue his offi ce before making recommendation to the Board.




Directors’ Continuing Education

The Directors had during the fi nancial year attended the following trainings, conferences, seminars and briefi ngs relevant to their functional duties:

• Datuk Ibrahim bin Haji Ahmad > “Corporate Governance Guide – Towards

Boardroom Excellence” held on 25 March 2014

• Y Bhg Tan Sri Dato’ Mohd Ibrahim Mohd Zain > Regional Governments Conference 2013 in

Indonesia Infrastructure Week held on 13-14 November 2013

• Col (Rtd) Dato’ Ir Cheng Wah > Risk Management and Internal Control

Workshops for Audit Committee Members held on 2 December 2013

> “Government Intervention in Business: Some Public Policy Issues” held on 12 September 2013

> “ Global and Malaysian Economics Outlook 2013” held on 29 June 2013

• Mr Goh Joon Hai > Consolidation Seminar - Updates to MFRS

held on 22 May 2013 > MIA International Accountants Conference

held on 26-27 November 2013 > Risk Management and Internal Control

Workshops for Audit Committee Members held on 25 November 2013

• Dato’ Choo Kah Hoe > NFIA seminar: “Investing in Europe: Why the

Netherlands Can be an Attractive Option?” held on 15 May 2013

> Advocacy Sessions on Corporate Disclosure for Directors held on 20 June 2013

> “Basel III – Impact on Bank’s Business & Risk Management” held on 1 July 2013

> Risk Management and Internal Control Workshops for Audit Committee Members held on 25 November 2013

• Datuk Seri Panglima Sulong bin Matjeraie > Mandatory Accreditation Programme for

Directors of Public Listed Companies held on 14 & 15 August 2013

Remuneration Committee

The Remuneration Committee is responsible for recommending the level of remuneration of individual directors. The interested Directors shall abstain from any discussion on their own remuneration packages. As at the reporting date, the Remuneration Committee comprises the following Directors:

No. Name Designation1. Dato’ Choo Kah Hoe

(Chairman)Non-Independent

Non-Executive Director2. Col (Rtd) Dato’

Ir Cheng Wah (Member)

Independent Non-Executive Director

3. Goh Joon Hai (Member)

Independent Non-Executive Director

The terms of reference of the Remuneration Committee include:

• review, assess and recommend to the Board of Directors the remuneration packages of the executive directors in all forms, with other independent professional advice or outside advice, if necessary.

• be entitled to the services of the Company Secretary who must ensure that all decisions made on the remuneration packages of the executive directors be properly recorded and minuted.

Remuneration Policy and Procedures

The Code states that remuneration for directors should be determined so as to ensure that the Company attracts and retains the directors needed to run the Company successfully. In the Company, remuneration for Executive Directors is structured so as to link reward to corporate and individual performance. In the case of Non-Executive Directors, we believe that the level of remuneration should refl ect the level of experience and responsibilities undertaken.




The aggregate Directors’ remuneration paid or payable or otherwise made available to all Directors of the company during the fi nancial year are as follow:

DescriptionsChairman

Executive Director

Non-Executive Director Total

RM RM RM RMFees 60,000 50,000 225,000 335,000Salary and other emoluments 662,000 2,500 10,000 674,500Benefi ts-in-kind (BIK) - - - -Total 722,000 52,500 235,000 1,009,500

Range of Remuneration

Executive Director

Non-Executive Director Total

RM RM RMRM0 to 50,000 - - -RM50,001 to 100,000 1 5 6RM700,001 to 800,000 1 - 1

The number of Directors of the Company whose income from the Company falling within the following bands are:

REINFORCE INDEPENDENCE

Annual Assessment of Independence

Reinforce Independence

Annual Assessment of Independence

The Board has set out policies and procedures to ensure effectiveness of the Independent Non-Executive Directors on the Board, including new appointments. The Board assesses the independence of the Independent Non-Executive annually, taking into account the individual Director’s ability to exercise independent judgement at all times and to contribute to the effective functioning of the Board.

The Independent Non-Executive Directors are not employees and they do not participate in the day-to-day management as well as the daily business of the Company. They bring an external perspective, constructively challenge and help develop proposals on strategy, scrutinise the performance of Management in meeting approved goals and objectives, and monitor risk profi le of the Company’s business and the reporting of monthly business performance.

The Board is satisfi ed with the level of independence demonstrated by all the Independent Non-Executive Directors and their ability to act in the best interests of the Company.

Tenure of Independent Directors

One of the recommendation of the Corporate Governance states that the tenure of an independent director should not exceed a cumulative term of nine years. However, the Nomination Committee and the Board have determined at the annual assessment carried out that Col (Rtd) Dato’ Ir Cheng Wah and Mr Goh Joon Hai, who has served on the Board for more than nine years, remains objective and independent in expressing his views and in participating in deliberations and decision making of the Board and Board Committees. The length of his service on the Board does not in any way interfere with his exercise of independent judgement and ability to act in the best interest of the Company.

RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS

Dialogue with Investors and Shareholders

The Annual General Meeting is the principal forum for dialogue with shareholders. At each Annual General Meeting, the Board presents the progress and performance of the business and shareholders are encouraged to participate in the question and answer session.




Encourage Poll Voting

There will not be any substantive resolutions to be put forth shareholder’s approval at the forthcoming Annual General Meeting. Nevertheless, the Company would conduct poll voting if demanded by shareholders at the general meeting.

Effective Communication and Proactive Engagement

In maintaining the commitment to effective communication with shareholders, the Group adopts the practice of comprehensive, timely and continuing disclosures of information to its shareholders as well as to the general investing public. The practice of disclosure of information is not just established to comply with the requirements of the Main Market Listing Requirements pertaining to continuing disclosures, it also adopts the best practices as recommended in the Malaysian Code on Corporate Governance 2012 with regard to strengthening engagement and communication with shareholders. Where possible and applicable, the Group also provides additional disclosure of information on a voluntary basis. The Group believes that consistently maintaining a high level of disclosure and extensive communication with its shareholders is vital to shareholders and investors to make informed investment decisions.

The Annual Report is the main channel of communication between the Company and its stakeholders. The Annual Report communicates comprehensive information of the fi nancial results and activities undertaken by the Group. As a listed issuer, the contents and disclosure requirements of the annual report are also governed by the Main Market Listing Requirements.

The Company dispatches its Annual Report to shareholders as soon as practicable and within requirements of the Companies Act as well as the Main Market Listing Requirements. The Annual Report allows shareholders to have timely information about the Company, its operations and performance. All information to shareholders are available electronically as soon as it is announced or published.

Another key avenue of communication with its shareholders is the Company’s Annual General Meeting, which provides a useful forum for shareholders to engage directly with the Company’s Directors. During the general meeting, shareholders are at liberty to raise questions or seek clarifi cation on the agenda items of the general meeting from the Company’s Directors.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Directors, with assistance of the Audit Committee, are responsible for the accuracy and integrity of the annual audited fi nancial statements and the Board ensures that the accounts and other fi nancial reports of the Company are prepared in accordance with Approved Accounting Standards in Malaysia and present a balanced and comprehensive assessment of the Company’s position and prospects, to all the shareholders.

The Company’s Annual Report and quarterly announcements of results gives an updated fi nancial performance of the Company periodically.

Directors’ Responsibility Statement

The Directors are required to prepare fi nancial statements for each fi nancial year which give a true and fair view of the state of affairs if the Company and of the Group and of the results of their operations and cash fl ows of the Group as at the end of the fi nancial year in accordance with the requirements of the Companies Act, 1965 (the “Act”).

During the preparation of the Company’s fi nancial statements for the year ended 31 December 2013, the Directors have:

• used appropriate accounting policies that are consistently applied and supported by reasonable and prudent judgements and estimates;

• ensured that all applicable accounting standards have been followed, subject to any material departures disclosed and explained in the notes to the fi nancial statements; and

• prepared the fi nancial statements on a going concern basis.

The Directors are required to keep proper accounting records which disclose with reasonable accuracy the fi nancial position of the Company and the Group in compliance with the Act.

The Directors are also responsible for safeguarding the assets of the Company and the Group and to prevent and detect fraud and other irregularities that may arise.




Internal Control

The Directors recognise their responsibility for the maintenance of a sound system of internal control, covering not only fi nancial controls but also compliance controls including risk assessment framework and control activities covering information and communication, and reviewing its effectiveness. As with any such system, controls can only provide reasonable but not absolute assurance against material misstatements or loss. The Group is continuously looking into the adequacy and integrity of its system of internal controls.

Internal Audit

The Board has an internal audit department. The internal audit department is to be independent and audit work will be conducted with impartiality, profi ciency and due professional care.

Relationship with Auditors

The Board ensures that there is a transparent arrangement for the achievement of objectives and maintenance of professional relationship with External Auditors and Internal Auditors via the Audit Committee who has explicit authority to communicate directly with them.

During the fi nancial year, there were no non audit fees incurred by the Company to the external auditors.

Other Information

During the fi nancial year ended 31 December 2013, save and except as mentioned in this report there were no:

• Options, warrants or convertible securities were exercised or issued by the Company or its subsidiaries.

• Share buybacks.• American Depository Receipts or Global

Depository Receipts programmes sponsored by the Company.

• Sanctions and/or penalties imposed on the Company or its subsidiary companies.

• Variance of results which differ by 10% or more from any profi t estimate/forecast/projection/unaudited results announced.

• Profi t guarantees given by the Company.• Material contracts of the Company and its

subsidiary companies involving directors’ and substantial shareholders’ interests.

ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Corporate Disclosure Policy

The Company recognises the value of transparent, consistent and coherent communications with investment community consistent with commercial confi dentiality and regulatory considerations. The Company aims to build long-term relationships with shareholders and potential investors through appropriate channels for the management and disclosure of information. These investors are provided with suffi cient business, operations and fi nancial information on the Group to enable them to make informed investment decisions.

The Company’s website is constantly updated where shareholders and potential investors may direct their enquiries to the Company. The Company’s internal Investor Relations team will endeavour to reply to these queries in the shortest possible time.

Leverage on Information Technology for Effective Dissemination of Information

The Company’s website incorporates a section which provides all relevant information on the Company and is accessible by the public. This section enhances the Investor Relations function by including analyst reports, all announcements made by the Company, annual reports as well as the corporate and governance structure of the Company.

The announcement of the quarterly fi nancial results is also made via Bursa LINK immediately after the Board’s approval. This is important in ensuring equal and fair access to information by the investing public.

The company’s website has a ‘Contact Us’ section via [email protected] where shareholders and potential investors may direct their enquiries to the Company.

Application of Private Placement Proceeds

The private placement of 21,480,500 new ordinary shares of RM1.00 each generated RM40.69 million of which their utilisation and status are as follows:

a. Towards repayment of advances

RM4.0 million (completed)

b. Towards repayment of bank borrowings


c. Towards defraying cost of the transaction


d. Towards meeting general working capital needs

RM7.63 million (utilised)

e. The balance for meeting general working capital needs

RM9.4 million



Statement on Risk Management & Internal Control

INTRODUCTION

The statement on Risk Management and Internal Control by the Board of Directors (“Board”) on the Group is made pursuant to paragraph 15.26 (b) of the Listing Requirement of Bursa Malaysia Securities Berhad and in consideration with the Principles and Recommendations relating to risk management and internal controls provided in the Malaysian Code on Corporate Governance (“Code”).

BOARD'S RESPONSIBILITY

The Board recognises and affi rms its overall responsibility for the Group’s system of risk management and internal controls practices for good corporate governance. The Board, through its various committees, has continuously reviewed the adequacy and effectiveness of the system in particular the fi nancial, operational, as well as compliance aspects of the Group throughout the fi nancial year.

There is an ongoing process for identifying, evaluating and managing the signifi cant risks faced by the Group in its achievement of objectives and strategies. The process has been in place during the year up to the date of approval of this statement and is subject to review by the Board. It should be noted, however, that such systems are designed to manage rather than to eliminate the risk of failure to achieve business objectives. In addition, it should be noted that these systems can only provide reasonable but not absolute assurance against material misstatement, loss or fraud.

The Board is assisted by Senior Management in implementing the Board approved policies and procedures on risk and control by identifying and analysing risk information; designing, operating suitable internal controls to manage and control these risks; and monitoring effectiveness of risk management and control activities.

The Board had reviewed the risk management and internal control systems of the joint venture. The management of joint venture provides the board with information for timely decision-making on the continuity of the Group’s investments based on the performance of the joint venture and critical business decision contemplated by the joint venture.

The key features of the risk management and internal control systems are described below.

RISK MANAGEMENT FRAMEWORK

The Board regards risk management as an integral part of the Group’s business operations. The Group has an embedded process for the identifi cation, evaluation, reporting, treatment, monitoring and reviewing of business and operation risks within the Group. Both the Audit Committee and Board of Directors review the effectiveness of the risk management function and deliberate on the risk management and internal control frameworks, functions, processes and reports on a regular basis.

For the period under review, the Audit Committee is assisted by the internal audit division and alongside the operations staff from various subsidiaries and divisions to effectively administer the risk management and control into the corporate culture, processes and structures within the Group. The framework is continuously monitored to ensure it is responsive to the changes in the business environment and clearly communicated to all levels.

KEY PROCESSES

The Board confi rms that there is a continuous process for identifying, evaluating and managing the signifi cant risk faced by the Group, which has been in place for the fi nancial year under review and up to the date of approval of the annual report and fi nancial statements.The key processes that the directors have established in reviewing the adequacy and integrity of the system of internal controls are as follows:

a. A documented operating procedures manual, guidelines and directives are issued and updated from time to time to ensure that the business objectives are achieved.

b. Monthly reporting of results and key performance indicators to assess and sustain the effectiveness of the Company’s system of controls.

c. Quarterly review of the fi nancial performance of the Group by the Audit Committee and the Board.

d. Operations review meetings are held by the respective business units to monitor the progress of business operations, deliberate signifi cant issues and formulate corrective measures.



Statement on Risk Management & Internal Control

e. Review the effectiveness, adequacy and integrity of the Company’s internal control system. The results are reviewed with various levels of management and any major concerns identifi ed are raised to senior management and the Board’s Audit Committee.

f. An independent internal audit department has been established and to report to the Audit Committee of the Company. The internal audit team performed its duties in accordance with its annual audit plan covering management, operational and system audit of the Companies within the Group. The internal audit function is performed in-house and the costs incurred for the internal audit function in year 2013 is about RM100,000 per annum.

g. A clearly defi ned organisational structure with clear lines of delegation of responsibilities to Committees of the Board, the management of the Company and operating units including authorisation levels for all aspect of the businesses.

h. Integrity pledge was also carried out by a major subsidiary.

REVIEW BY BOARD

The Board’s review of risk management and internal control effectiveness is based on information from:

• Senior Management within the organisation responsible for the development and maintenance of the risk management and internal control system; and

• The work by the internal audit function which submit reports to the Audit Committee together with the assessment of the internal controls systems relating to key risks and recommendations for improvement.

The Board considered the system of internal controls described in this statement to be satisfactory and the risk to be at an acceptable level within the context of the Group’s business environment.

The Board and Senior Management will continue to take measures to strengthen the risk and control environment and monitor the health of the risk and internal controls framework.

The Board also received assurances from Senior Management that the Group’s risk management and internal control system is operating adequately and effectively, in all material aspects based on the risk management and internal control system of the Group.

The external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the Annual Report of the Company for the fi nancial year ended 31 December 2013 in accordance with Malaysian Approved Standard on Assurance Engagements, ISAE 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information and Recommended Practice Guide 5 (Revised), Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal Control Included in the Annual Report, have reported to the Board that nothing has come to their attention that causes them to believe that the Statement, in all material respects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers to be set out, nor is factually inaccurate.

CONCLUSION

For the fi nancial year under review and up to the date of approval of this Statement on Risk Management and Internal Control, the Board is satisfi ed that the risk management and internal control system was satisfactory and has not resulted in any material loss, contingency or uncertainty. The Board has not identifi ed any circumstances which suggest any fundamental defi ciencies in the Group’s internal control system.

The above statement is made in accordance with a resolution of the Board.



Audit Committee Report

CHAIRMAN

Col. (Rtd) Dato’ Ir Cheng WahSenior Independent Non-Executive Director

MEMBERS

Goh Joon Hai Independent Non-Executive DirectorDato’ Choo Kah Hoe Non-Independent Non-Executive Director

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

The Board of Directors of BRAHIM’S HOLDINGS BERHAD (“the Company”) hereby constitutes and establishes an audit committee (“the Committee”) as provided below:

Composition

The Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, a majority of whom shall be independent directors and all members should be non-executive directors. At least one (1) member must be a member of the Malaysian Institute of Accountants or possess such other qualifi cations and/or experience as approved by the Bursa Malaysia Securities Berhad.

In the event of any vacancy with the result that the number of members is reduced to below three, the vacancy shall be fi lled within two (2) months but in any case not later than three (3) months. Therefore a member of the Audit Committee who wishes to retire or resign should provide suffi cient written notice to the Company so that a replacement may be appointed before he leaves.

The terms of offi ce and performance of an audit committee and each of its members must be reviewed by the Board of Directors at least once every three (3) years to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.

Chairman

The Chairman, who shall be elected by the Audit Committee, shall be an independent director. In the event of the chairman’s absence, the meeting shall be chaired by an independent director.

The Chairman should engage on a continuous basis with senior management, such as the chairman, the chief executive offi cer, the fi nance director, the head of internal audit and the external auditors in order to be kept informed of matters affecting the company.

Secretary

The Company Secretary shall be the Secretary of the Committee and shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to the Committee Members. The Committee Members may inspect the minutes of the Audit Committee at the Registered Offi ce or such other place as may be determined by the Audit Committee.

Meetings

The Committee shall meet at least four (4) times in each fi nancial year and may regulate its own procedure in lieu of convening a formal meeting by means of video or teleconference. The quorum for a meeting shall be the majority of members present, who shall be independent directors.

The Committee may call for a meeting as and when required with reasonable notice as the Committee Members deem fi t.

All decisions at such meeting shall be decided on a show of hands on a majority of votes.

The external auditors and internal auditors have the right to appear at any meeting of the Audit Committee and shall appear before the Committee when required to do so by the Committee. The external auditors may also request a meeting if they consider it necessary.

Rights

The Audit Committee shall:

(a) have authority to investigate any matter within its terms of reference;

(b) have the resources which are required to perform its duties;

(c) have full and unrestricted access to any information pertaining to the Group;

(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;

(e) have the right to obtain independent professional or other advice at the Company’s expense;




(f) have the right to convene meetings with the external auditors, excluding the presence of the executive board members, at least twice a year and whenever deemed necessary;

(g) promptly report to the Bursa Malaysia Securities Berhad (“Bursa Securities”), or such other name(s) as may be adopted by Bursa Securities, matters which have not been satisfactorily resolved by the Board of Directors resulting in a breach of the listing requirements;

(h) have the right to pass resolutions by a simple majority vote from the Committee and that the Chairman shall have the casting vote should a tie arise;

(i) meet as and when required upon reasonable notice;

(j) the Chairman shall call for a meeting upon the request of the External Auditors.

Duties and Responsibilities

(a) To review with the external auditors on: • the audit plan, its scope and nature; • the audit report; • the results of their evaluation of the accounting

policies and systems of internal accounting controls within the Group; and

• the assistance given by the offi cers of the Company to external auditors, including any diffi culties or disputes with Management encountered during the audit.

(b) To review the adequacy of the scope, functions and resources and set the standards of the internal audit function.

(c) To recommend such measures as to be taken by the Board of Directors on the effectiveness of the system of internal control and risk management practices of the Group.

(d) To review the internal audit programme, processes the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function.

(e) To review with management: • audit reports and management letter issued by

the external auditors and the implementation of audit recommendations;

• interim fi nancial information; and • the assistance given by the offi cers of the

Company to external auditors.

(f) To discuss problems and reservations arising from interim and fi nal audits, and any matter the auditor may wish to discuss (in the absence of management where necessary).

(g) To monitor related party transactions entered into by the Company or the Group and to determine if such transactions are undertaken on an arm’s length basis and normal commercial terms and on terms not more favourable to the related parties than those generally available to the public, and to ensure that the Directors report such transactions annually to shareholders via the annual report, and to review confl icts of interest that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity.

(h) To review the quarterly reports on consolidated results and annual fi nancial statements prior to submission to the Board of Directors, focusing particularly on:

• changes in or implementation of major accounting policy and practices;

• signifi cant and / or unusual matters arising from the audit;

• the going concern assumption; and • compliance with accounting standards and

other legal requirements.

(i) To consider the appointment and / or re-appointment of auditors, the audit fee and any questions of resignation or dismissal including recommending the nomination of person or persons as auditors to the board.

(j) To verify the allocation of options pursuant to a share scheme for employees as being in compliance with the criteria for allocation of options under the share scheme, at the end of each fi nancial year.




Attendance at Meetings

During the fi nancial year ended 31 December 2013, the Audit Committee held a total of Six (6) meetings. The details of attendance of the Committee members are as follows:

Attendance of Audit Committee Members

Name of Member

No. of Meetings Attended

by MembersCol (Rtd) Dato’ Ir Cheng Wah 6/6Goh Joon Hai 6/6Dato’ Choo Kah Hoe 4/6

Summary of Activities

During the year under review, the following were the activities of the Audit Committee:

• Reviewed and discussed the observations, recommendations and Audit Report and the Management’s comments in respect of the issues raised by the Internal Auditor on the evaluation of the system of internal controls.

• Reviewed the adequacy of the scope, functions and resources of the internal audit function and that it has the necessary authority to carry out its work.

• Reviewed and discussed the internal audit reports. The Committee was briefed by the Head of Internal Audit that in a few instances, the audit process identifi ed certain control and operational weaknesses which were brought to the attention of the management and that corrective action had been taken to rectify the weaknesses.

• Reviewed the quarterly and year end fi nancial statements and ensured that the fi nancial reporting and disclosure requirements of relevant authorities had been complied with, focusing particularly on:

- changes in implementation of major accounting policy changes;

- the going concern assumptions; - signifi cant adjustments resulting from audit; - major judgemental areas, signifi cant and

unusual events; and - compliance with accounting standards and

other legal requirements.

• Reviewed the related party transactions and confl ict of interest situation that may arise within the Company or Group including any transactions, procedures or course of conduct that raise questions of management integrity which were incurred during the fi nancial year, were done in the ordinary course of business.

• The Audit Committee met with the external auditors twice during the year without members of management being present.

• Reviewed the Share Placement under Section 132 (d) of the Companies Act 1965.

• Reviewed and discussed the winding-up of its 60% subsidiary company, Admuda Sdn Bhd and recommended the action to apply for a permanent stay of the winding-up order which was obtained on 12 December 2013.


82Directors’ Report

86 Statement by Directors

87Statutory Declaration

88 Independent Auditors’ Report

90 Statements of Financial Position

91 Statement of Profi t or Loss and Other Comprehensive Income

92 Statements of Changes in Equity

93 Statements of Cash Flows

94 Notes to the Financial Statements

For the Financial Year Ended 31 December 2013Financial Statements

BHB_AR2013_USLetter_Financial_FA.indd 81 5/14/14 3:15 PM

The directors hereby submit their report and the audited fi nancial statements of the Group and of the Company for the fi nancial year ended 31 December 2013.

PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and provision of management services. The principal activities of the subsidiaries are set out in Note 6 to the fi nancial statements. There have been no signifi cant changes in the nature of these activities during the fi nancial year.

RESULTS

The Group The CompanyRM RM

Profi t after taxation for the fi nancial year 39,048,619 2,564,147

Attributable to:Owners of the Company 22,027,825 2,564,147Non-controlling interest 17,020,794 -

39,048,619 2,564,147

DIVIDENDS

In respect of the fi nancial year ended 31 December 2013, the directors had on 28 February 2014 declared a fi rst interim single-tier tax exempt dividend of 0.25 cents per share, amounting to RM563,863 based on the issued and paid up share capital as at 31 December 2013. The dividend will be paid on 26 May 2014 to depositors whose names appear in the Record of Depositors on 12 May 2014. This dividend has not been refl ected in the fi nancial statements for the current fi nancial year but it will be accounted for in shareholder’s equity as an appropriation of retained profi ts for the fi nancial year ending 31 December 2014.

The directors do not recommend the payment of any fi nal dividend for the current fi nancial year.

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the fi nancial year are disclosed in the fi nancial statements.

ISSUES OF SHARES AND DEBENTURES

During the fi nancial year,

(a) there were no changes in the authorised capital of the Company;

(b) the Company increased its issued and paid-up share capital from RM214,805,000 to RM225,545,250 by the issuance of 10,740,250 new ordinary shares of RM1 each at an issue price of RM1.45 per share for the purpose of working capital. The shares were issued for cash consideration.

All the new ordinary shares issued during the fi nancial year rank pari passu in all respects with the existing ordinary shares of the Company.

(c) there were no issues of debentures by the Company.


Directors’ Report


OPTIONS GRANTED OVER UNISSUED SHARES

During the fi nancial year, no options were granted by the Company to any person to take up any unissued shares in the Company.

BAD AND DOUBTFUL DEBTS

Before the fi nancial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for impairment losses on receivables, and satisfi ed themselves that all known bad debts had been written off and that adequate allowance had been made for impairment losses on receivables.

At the date of this report, the directors are not aware of any circumstances that would require the further writing off of bad debts, or the additional allowance for impairment losses on receivables in the fi nancial statements of the Group and of the Company.

CURRENT ASSETS

Before the fi nancial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their values as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise.

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

VALUATION METHODS

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

CONTINGENT AND OTHER LIABILITIES

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

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

(b) any contingent liability of the Group and of the Company which has arisen since the end of the fi nancial year.

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

CHANGE OF CIRCUMSTANCES

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


Directors’ Report


ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company during the fi nancial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature.

There has not arisen in the interval between the end of the fi nancial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the fi nancial year.

HOLDING COMPANY

The holding company is Brahim’s International Franchises Sdn. Bhd., a company incorporated in Malaysia.

DIRECTORS

The directors who served since the date of the last report are as follows:

Datuk Ibrahim bin Haji Ahmad Tan Sri Dato’ Mohd Ibrahim bin Mohd ZainMohamed Zamry bin Mohamed HashimCol (Rtd) Dato’ Ir Cheng WahGoh Joon Hai Dato’ Choo Kah Hoe Datuk Seri Panglima Sulong bin Matjeraie (Appointed on 18.7.2013)Ahmad Fahimi bin Ibrahim (Appointed on 1.2.2014, alternate to Mohamed Zamry bin Mohamed Hashim)

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors holding offi ce at the end of the fi nancial year in shares in the Company and its related corporations during the fi nancial year are as follows:

Number of Ordinary Shares of RM1.00 Each

At 1.1.2013 Bought Sold At 31.12.2013Direct InterestCol (Rtd) Dato’ Ir Cheng Wah 22,500 - - 22,500

Indirect InterestsDatuk Ibrahim bin Haji Ahmad 117,905,000 - 4,000,000 113,905,000Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain 92,905,000 - 4,000,000 88,905,000Dato’ Choo Kah Hoe 25,000,000 - - 25,000,000

By virtue of their interests in the Company, Datuk Ibrahim bin Haji Ahmad, Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain and Dato’ Choo Kah Hoe are deemed to have interests in shares in the subsidiaries to the extent of the Company’s interest, in accordance with Section 6A of the Companies Act 1965.

The other directors holding offi ce at the end of the fi nancial year had no interest in shares in the Company or its related corporations during the fi nancial year.

Directors’ Report

Brahim’s Holdings Berhad (82731-A) | Annual Report 201384BHB_AR2013_USLetter_Financial_FA.indd 84 5/14/14 3:15 PM

DIRECTORS’ BENEFITS

Since the end of the previous fi nancial year, no director has received or become entitled to receive any benefi t (other than a benefi t included in the aggregate amount of emoluments received or due and receivable by directors as shown in the fi nancial statements, or the fi xed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with the director or with a fi rm of which the director is a member, or with a company in which the director has a substantial fi nancial interest.

Neither during nor at the end of the fi nancial year was the Group or the Company a party to any arrangements whose object is to enable the directors to acquire benefi ts by means for the acquisition of shares in or debentures of the Company or any other body corporate.

SIGNIFICANT EVENT DURING THE FINANCIAL YEAR

The signifi cant events during the fi nancial year are disclosed in Note 42 to the fi nancial statements.

SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE REPORTING PERIOD

The signifi cant events occurring after the end of the reporting period are disclosed in Note 43 to the fi nancial statements.

AUDITORS

The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in offi ce.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORSDATED 28 APRIL 2014

Datuk Ibrahim bin Haji Ahmad Mohamed Zamry bin Mohamed Hashim

Directors’ Report


We, Datuk Ibrahim bin Haji Ahmad and Mohamed Zamry bin Mohamed Hashim, being two of the directors of Brahim’s Holdings Berhad, state that, in the opinion of the directors, the fi nancial statements set out on pages 90 to 143 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company at 31 December 2013 and of their fi nancial performance and cash fl ows for the fi nancial year ended on that date.

The supplementary information set out in Note 45, which is not part of the fi nancial statements, is prepared in all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORSDATED 28 APRIL 2014

Datuk Ibrahim bin Haji Ahmad Mohamed Zamry bin Mohamed Hashim

Statement by Directors


I, Ching Kian Hoe, I/C No. 661127-10-5327, being the offi cer primarily responsible for the fi nancial management of Brahim’s Holdings Berhad, do solemnly and sincerely declare that the fi nancial statements set out on pages 90 to 143 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared byChing Kian Hoe, I/C No. 661127-10-5327,at Kuala Lumpur in the Federal Territory on this 28 April 2014

Ching Kian Hoe

Before me

Statutory Declaration


REPORT ON THE FINANCIAL STATEMENTS

We have audited the fi nancial statements of Brahim’s Holdings Berhad, which comprise statements of fi nancial position as at 31 December 2013 of the Group and of the Company, and statements of profi t or loss and other comprehensive income, statements of changes in equity and statements of cash fl ows of the Group and of the Company for the fi nancial year then ended, and a summary of signifi cant accounting policies and other explanatory information, as set out on pages 90 to 143.

Directors’ Responsibility for the Financial Statements

The directors of the Company are responsible for the preparation of fi nancial statements so as to give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of Companies Act 1965 in Malaysia. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of fi nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of fi nancial statements that give a true and fair view 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the fi nancial statements give a true and fair view of the fi nancial position of the Group and of the Company as of 31 December 2013 and of their fi nancial performance and cash fl ows for the fi nancial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the fi nancial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 6 to the fi nancial statements.

(c) We are satisfi ed that the fi nancial statements of the subsidiaries that have been consolidated with the Company's fi nancial statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

(d) The audit reports on the fi nancial statements of the subsidiaries did not contain any qualifi cation or any adverse comment made under Section 174(3) of the Act.

Independent Auditors’ Report


To the Members of Brahim’s Holdings Berhad(Incorporated in Malaysia) Company No: 82731-A


OTHER REPORTING RESPONSIBILITIES

The supplementary information set out in Note 45 on page 144 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the fi nancial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

OTHER MATTERS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Crowe Horwath Chua Wai HongFirm No: AF 1018 Approval No: 2974/09/15 (J)Chartered Accountants Chartered Accountant

28 April 2014 Kuala Lumpur

Independent Auditors’ Report


Note

The Group The Company31.12.2013 31.12.2012 1.1.2012 31.12.2013 31.12.2012

RM RM RM RM RM(Restated) (Restated)

AssetsNon-Current AssetsInvestment in subsidiaries 6 - - - 316,048,520 51,493,181Investment in joint ventures 7 20,998,277 206,823,509 191,821,754 20,000,000 150,005,100Property, plant and equipment 8 65,012,102 29,290,886 29,773,271 407,513 400,106Other investment 9 1 1 1 1 1Intangible assets 10 225,000 - - - -Goodwill 11 302,311,109 19,827,641 80,000 - -

388,546,489 255,942,037 221,675,026 336,456,034 201,898,388Current AssetsInventories 12 7,350,896 314,671 414,047 - -Trade receivables 13 78,969,436 1,162,870 1,815,439 - 61,381Other receivables, deposits and prepayments 14 7,273,260 15,764,087 982,475 675,393 14,232,894Amount owing by subsidiaries 15 - - - 6,270,958 1,622,235Amount owing by a related party 16 - 35,141 - - -Amount owing by joint ventures 17 41,497 2,825 56,035 29,490 2,825Tax recoverable 431,518 671,700 - 2,307,736 671,700Fixed deposits with licensed banks 18 24,643,918 4,417,519 6,726,549 10,565,918 4,417,519Cash and bank balances 29,007,405 470,628 267,540 397,426 134,109

147,717,930 22,839,441 10,262,085 20,246,921 21,142,663Total Assets 536,264,419 278,781,478 231,937,111 356,702,955 223,041,051Equity and LiabilitiesEquityShare capital 19 225,545,250 214,805,000 179,005,000 225,545,250 214,805,000Reserves 20 28,683,049 2,209,090 (7,441,725) (41,754,908) (48,765,189)Equity attributable to owners of the Company 254,228,299 217,014,090 171,563,275 183,790,342 166,039,811Non-controlling interest 34,654,705 (7,089) - - -Total Equity 288,883,004 217,007,001 171,563,275 183,790,342 166,039,811Non-Current LiabilitiesLease and hire purchase payables 21 217,779 203,848 - 87,630 -Term loans 22 88,000,000 21,466,228 16,635,143 88,000,000 21,466,228Deferred taxation 23 1,197,407 - - - -

89,415,186 21,670,076 16,635,143 88,087,630 21,466,228Current LiabilitiesTrade payables 24 32,864,731 565,420 1,447,355 141,853 213,746Other payables and accruals 25 53,457,066 25,732,743 24,690,429 11,289,658 24,096,881Lease and hire purchase payables 21 408,658 62,074 27,392 21,478 -Term loans 22 63,531,746 7,702,944 11,275,887 61,000,000 5,274,165Amount owing to a subsidiary 15 - - - 8,776,966 -Bank overdrafts 26 3,595,028 5,950,220 6,297,630 3,595,028 5,950,220Provision for taxation 4,109,000 91,000 - - -

157,966,229 40,104,401 43,738,693 84,824,983 35,535,012Total Liabilities 247,381,415 61,774,477 60,373,836 172,912,613 57,001,240Total Equity and Liabilities 536,264,419 278,781,478 231,937,111 356,702,955 223,041,051Net Assets Per Ordinary Share (RM) 27 1.13 1.01 0.95

The annexed notes form an integral part of these fi nancial statements.

Statements of Financial Position


At 31 December 2013


The Group The Company

2013 2012 2013 2012

RM RM RM RM

Note (Restated)

Revenue 28 394,828,621 10,104,808 26,490,958 4,244,572

Direct operating expenses 29 (164,382,987) (5,295,958) (4,595) (838,264)

Gross profi t 230,445,634 4,808,850 26,486,363 3,406,308

Other income 6,845,719 2,391,730 100,016 2,419,763

Distribution expenses (278,739) (126,010) (191,331) (94,197)

Administrative expenses (142,278,241) (9,609,526) (11,559,169) (5,866,557)

Other expenses (26,633,975) (2,654,436) (220,394) (789,979)

(169,190,955) (12,389,972) (11,970,894) (6,750,733)

Profi t/(loss) from operations 68,100,398 (5,189,392) 14,615,485 (924,662)

Finance costs (12,574,968) (3,801,177) (11,711,167) (3,664,957)

Share of results in joint ventures 3,274,767 17,806,756 - -

Profi t/(loss) before taxation 30 58,800,197 8,816,187 2,904,318 (4,589,619)

Income tax expense 31 (19,751,578) (328,300) (340,171) (263,300)

Profi t/(loss) after taxation 39,048,619 8,487,887 2,564,147 (4,852,919)

Other comprehensive income - - - -

Total Comprehensive Income/(Expenses) for the Financial Year 39,048,619 8,487,887 2,564,147 (4,852,919)

Profi t/(Loss) After Taxation

Attributable to:

Owners of the Company 22,027,825 8,663,215 2,564,147 (4,852,919)

Non-controlling interests 17,020,794 (175,328) - -

39,048,619 8,487,887 2,564,147 (4,852,919)

Total Comprehensive Income/(Expenses)

Attributable to:

Owners of the Company 22,027,825 8,663,215 2,564,147 (4,852,919)

Non-controlling interests 17,020,794 (175,328) - -

39,048,619 8,487,887 2,564,147 (4,852,919)

Earnings per share

- basic 32 10.12 sen 4.30 sen

- diluted 32 N/A N/A


Statements of Profi t or Loss and Other Comprehensive Income


For the Financial Year Ended 31 December 2013


Non-Distributable Distributable

Share Capital

Share Premium

Accumulated (Losses)/Retained

Profi t

Attributable to Owners

of the Company

Non-Controlling

InterestsTotal

EquityNote RM RM RM RM RM RM

The GroupBalance at 1.1.2012- as previous stated 179,005,000 12,384,295 (19,826,020) 171,563,275 8,276,280 179,839,555- adjustment 4.1 - - - - (8,276,280) (8,276,280)As restated 179,005,000 12,384,295 (19,826,020) 171,563,275 - 171,563,275Contribution by owners of the Company:- issuance of shares 35,800,000 1,790,000 - 37,590,000 - 37,590,000- share issuance expenses - (802,400) - (802,400) - (802,400)Acquisition of a subsidiary - - - - 168,239 168,239Profi t after taxation/ Total comprehensive income for the fi nancial year- as previous stated - - 8,663,215 8,663,215 6,513,322 15,176,537- adjustment 4.1 - - - - (6,688,650) (6,688,650)As restated - - 8,663,215 8,663,215 (175,328) 8,487,887Balance at 31.12.2012 (Restated) 214,805,000 13,371,895 (11,162,805) 217,014,090 (7,089) 217,007,001Balance at 1.1.2013- as previous stated 214,805,000 13,371,895 (11,162,805) 217,014,090 13,427,841 230,441,931- adjustment - - - - (13,434,930) (13,434,430)As restated 214,805,000 13,371,895 (11,162,805) 217,014,090 (7,089) 217,007,001Acquisition of a subsidiary - - - - 26,343,000 26,343,000Contribution by owners of the Company:- issuance of shares 10,740,250 4,833,113 - 15,573,363 - 15,573,363- share issuance expenses - (386,979) - (386,979) - (386,979)Profi t after taxation/Total comprehensive income for the fi nancial year - - 22,027,825 22,027,825 17,020,794 39,048,619Dividend paid by a subsidiary to non-controlling interest - - - - (8,702,000) (8,702,000)Balance at 31.12.2013 225,545,250 17,818,029 10,865,020 254,228,299 34,654,705 288,883,004

Non-Distributable Distributable Share

Capital Share

PremiumAccumulated

LossesTotal

EquityRM RM RM RM

The CompanyBalance at 1.1.2012 179,005,000 12,384,295 (57,284,165) 134,105,130Contribution by owners of the Company:- issuance of shares 35,800,000 1,790,000 - 37,590,000- share issuance expenses - (802,400) - (802,400)Loss after taxation/ Total comprehensive expenses for the fi nancial year - - (4,852,919) (4,852,919)Balance at 31.12.2012 214,805,000 13,371,895 (62,137,084) 166,039,811Contribution by owners of the Company:- issuance of shares 10,740,250 4,833,113 - 15,573,363- share issuance expenses - (386,979) - (386,979)Profi t after taxation/Total comprehensive income for the fi nancial year - - 2,564,147 2,564,147Balance at 31.12.2013 225,545,250 17,818,029 (59,572,937) 183,790,342


Statements of Changes in Equity




The Group The Company2013 2012 2013 2012

RM RM RM RMNote (Restated)

Cash Flows from/(for) Operating ActivitiesProfi t/(Loss) before taxation 58,800,197 8,816,187 2,904,318 (4,589,619)Adjustments for:Allowance for impairment losses on:- receivables 5,628,957 76,814 58,075 484,179- investment in subsidiary - - - 4,914,725Amortisation of intangible assets 447,000 - - -Bad debt written off 61,381 342,185 61,381 342,182Depreciation of property, plant and equipment 11,444,083 1,333,061 81,558 128,456Financing charges 34,484 428,604 34,484 428,604Interest expense 12,527,218 3,371,986 11,676,683 3,236,354Net loss on disposal of property, plant and equipment 4,283 7,630 22,007 -Property, plant and equipment written off 281,481 491,664 - 635,564Interest income (875,000) (272,785) (94,000) (418,075)Gain on re-measurement of the previously held equity interest (4,953,140) - - -Share of results in joint ventures (3,274,767) (17,806,756) - -Unrealised loss/(gain) on foreign exchange 169,539 (681,979) - (593,219)Write-back of allowance for impairment losses on receivables - (423,589) - (5,338,314)Waiver of debts (6,016) - (6,016) -Dividend received from:- joint venture - - (4,001,358) (3,740,000)- subsidiary - - (22,177,218) -Operating profi t/(loss) before working capital changes 80,289,700 (4,316,978) (11,440,086) (4,509,163)(Increase)/Decrease in inventories (127,225) 99,376 - -(Increase)/Decrease in trade and other receivables (5,841,061) (12,711,626) 13,505,442 (7,631,178)Increase/(Decrease) in trade and other payables (3,343,611) (855,046) (12,879,116) (414,259)Cash from/(for) Operations 70,977,803 (17,784,274) (10,813,760) (12,554,600)Tax paid (23,020,989) (935,000) (1,976,207) (935,000)Interest paid (12,527,218) (3,371,986) (11,676,683) (3,236,354)Net Cash from/(for) Operating Activities 35,429,596 (22,091,260) (24,466,650) (16,725,954)Cash Flows for Investing ActivitiesInvestment in a subsidiary - - (134,550,239) (34,627,000)Dividend received from:- joint venture 4,001,358 2,805,001 4,001,358 3,740,000- subsidiary - - 22,177,218 -Repayment from/(Advances to) subsidiaries - - (4,648,723) 27,063,384Advances from/(to) a related party 35,141 (35,141) - -Repayment (to)/from joint venture (38,672) 53,210 (26,665) 24,276Interest income 875,000 272,785 94,000 418,075Net cash outfl ow for acquisition of subsidiaries 33 (90,293,442) (2,068,168) - (2,100,000)Purchase of property, plant and equipment 34 (10,059,513) (1,127,360) (65,422) (62,775)Proceeds from disposal of property, plant and equipment 89,450 42,974 70,450 -Net Cash for Investing Activities (95,390,678) (56,699) (112,948,023) (5,544,040)Balance (59,961,082) (22,147,959) (137,414,673) (22,269,994)Cash Flows from Financing ActivitiesAdvances from a subsidiary - - 8,779,966 -Financing charges paid (34,484) (428,604) (34,484) (428,604)Dividend paid by a subsidiary to non-controlling interest (8,702,000) - - -Net drawdown/(repayment) of term loans 110,193,035 1,940,121 122,259,606 1,988,659Net repayment to revolving credit (5,000,000) - - -Proceeds from issuance of shares 15,186,384 18,887,600 15,186,384 18,887,600Net repayment of lease and hire purchase payables (563,485) (9,690) (6,891) (27,392)Net Cash from Financing Activities 111,079,450 20,389,427 146,184,581 20,420,263Effect of Foreign Exchange Translation - - - (78,239)Net Increase/(Decrease) in Cash and Cash Equivalents 51,118,368 (1,758,532) 8,766,908 (1,927,970)Cash and Cash Equivalents at Beginning of the Financial Year (1,062,073) 696,459 (1,398,592) 529,378Cash and Cash Equivalents at End of the Financial Year 35 50,056,295 (1,062,073) 7,368,316 (1,398,592)


Statements of Cash Flows




1. GENERAL INFORMATION

The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia. The domicile of the Company is Malaysia. The registered offi ce and the principal place of business are as follows:

Registered offi ce: 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee,50250 Kuala Lumpur.

Principal place of business: 7 - 05, 7th Floor Menara Hap Seng,No. 1 & 3, Jalan P. Ramlee,50250 Kuala Lumpur.

The fi nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors dated 28 April 2014.

2. PRINCIPAL ACTIVITIES

The Company is principally engaged in the business of investment holding and provision of management services. The principal activities of the subsidiaries are set out in Note 6 to the fi nancial statements. There have been no signifi cant changes in the nature of these activities during the fi nancial year.

3. HOLDING COMPANY

The holding company is Brahim’s International Franchises Sdn. Bhd., a company incorporated in Malaysia.

4. BASIS OF PREPARATION

The fi nancial statements of the Group are prepared under the historical cost convention and modifi ed to include other bases of valuation as disclosed in other sections under signifi cant accounting policies, and in compliance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies Act 1965 in Malaysia.

4.1 During the current fi nancial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any):

MFRSs and IC Interpretations (including the Consequential Amendments)

MFRS 10 Consolidated Financial Statements

MFRS 11 Joint Arrangements

MFRS 12 Disclosure of Interests in Other Entities

MFRS 13 Fair Value Measurement

MFRS 119 (2011) Employee Benefi ts

MFRS 127 (2011) Separate Financial Statements

MFRS 128 (2011) Investments in Associates and Joint Ventures

Amendments to MFRS 7: Disclosures – Offsetting Financial Assets and Financial Liabilities

Amendments to MFRS 10, MFRS 11 and MFRS 12: Transition Guidance

Amendments to MFRS 101: Presentation of Items of Other Comprehensive Income

IC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine

Annual Improvements to MFRSs 2009 – 2011 Cycle

The above accounting standards and interpretations (including the consequential amendments) are not relevant to the Group’s operations except as follows:


For the Financial Year Ended 31 December 2013Notes to Financial Statements


4. BASIS OF PREPARATION (CONT’D)

4.1 During the current fi nancial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any) (Cont’d):

MFRS 11 replaces MFRS 131 and introduces new accounting requirements for joint arrangements. MFRS 11 eliminates jointly controlled assets and only differentiates between joint operations and joint ventures, depending on the rights and obligations of the parties to the arrangements. In addition, the option to apply the proportional consolidation method when accounting for jointly controlled entities is removed. The Directors concluded that the Group’s investment in joint ventures which was classifi ed as jointly controlled entity under MFRS 131 and was accounted for using the proportionate consolidation method, should be classifi ed as joint ventures under MFRS 11 and accounted for using equity method.

The change in accounting of the Group’s investment in joint ventures has been applied in accordance with the relevant transitional provision set out in MFRS 11. Comparative amounts for 2012 have been restated to refl ect the change in accounting for the Group’s investment in joint ventures. The initial investment as at 1 January 2012 for the purposes of applying the equity method is measured as the aggregate of the carrying amounts of the assets and liabilities that the Group had previously proportionately consolidated.

(a) Impact on profi t attributable to owners of the Company for the year of the application of MFRS 11

The Group

2012

RM

Decrease in revenue (185,597,585)

Decrease in cost of sales 77,276,160

Decrease in other income (1,746,903)

Decrease in administrative expenses 66,256,127

Decrease in other expenses 9,238,561

Decrease in fi nance costs 1,329,060

Increase in share of profi t of joint arrangements 17,806,756

Decrease in tax expenses 8,749,174

Decrease in non-controlling interests (6,688,650)

Impact on profi t attributable to owners of the Company for the year -

Notes to Financial Statements





4.1 During the current fi nancial year, the Group has adopted the following new accounting standards and interpretations (including the consequential amendments, if any) (Cont’d):

(b) Impact on the assets liabilities and equity of the application of MFRS11

As Restated As Previously ReportedRM RM

The Group1.1.2012Property, plant and equipment 29,773,271 45,930,092Investment in joint ventures 191,821,754 -Intangible assets - 597,720Goodwill on consolidation 80,000 178,400,733Deferred tax assets - 143,310Inventories 414,047 4,203,926Trade receivables 1,815,439 38,993,079Other receivables, deposits and prepayment 982,475 6,415,170Amount owing by joint ventures 56,035 27,457Fixed deposits with licensed banks 6,726,549 17,111,440Cash and bank balances 267,540 12,005,741Deferred tax liabilities - (2,125,170)Lease and hire purchase payables (27,392) -Term loans (27,911,030) (61,763,152)Trade payables (1,447,355) (16,051,782)Other payables and accruals (24,690,429) (35,370,668)Provision for taxation - (2,380,712)Total effect on net assets 177,860,904 186,137,184Non-controlling interests - 8,276,280Total effect on equity - 8,276,28031.12.2012Property, plant and equipment 29,290,886 48,581,939Investment in joint ventures 206,823,509 -Intangible assets - 342,720Goodwill on consolidation 19,827,641 198,148,374Deferred tax assets - 116,790Inventories 314,671 4,163,786Trade receivables 1,162,870 33,070,348Amount owing by a related party 35,141 -Other receivables, deposits and prepayment 15,764,087 19,368,383Amount owing by joint ventures 2,825 1,384Tax recoverable 401,699 753,810Fixed deposits with licensed banks 4,417,519 22,017,017Cash and bank balances 470,628 13,366,278Deferred tax liabilities - (1,814,580)Lease and hire purchase payables (265,921) (678,001)Term loans (29,169,172) (47,860,672)Trade payables (565,420) (11,623,922)Other payables and accruals (25,732,743) (39,105,334)Provision for taxation (91,000) (2,726,170)Total effect on net assets 222,687,220 236,122,150Non-controlling interests (7,089) 13,427,841Total effect on equity (7,089) 13,427,841





4.2 The Company has not applied in advance the following accounting standards and interpretations (including the consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board (MASB) but are not yet effective for the current fi nancial year:

MFRSs and IC Interpretations (Including The Consequential Amendments) Effective Date

MFRS 9 (2009) Financial Instruments

To be announced by MASB

MFRS 9 (2010) Financial Instruments

MFRS 9 Financial Instruments (Hedge Accounting and Amendments to MFRS7, MFRS 9 and MFRS 139)

Amendments to MFRS 9 and MFRS 7: Mandatory Effective Date of MFRS 9 and Transition Disclosures

Amendments to MFRS 10, MFRS 12 and MFRS 127 (2011): Investment Entities 1 January 2014

Amendments to MFRS 119: Defi ned Benefi t Plans – Employee Contributions 1 July 2014

Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities 1 January 2014

Amendments to MFRS 136: Recoverable Amount Disclosures for Non-fi nancial Assets 1 January 2014

Amendments to MFRS 139: Novation of Derivatives and Continuation of Hedge Accounting 1 January 2014

IC Interpretation 21 Levies 1 January 2014

Annual Improvements to MFRSs 2010 – 2012 Cycle 1 July 2014

Annual Improvements to MFRSs 2011 – 2013 Cycle July 2014

The above accounting standards and interpretations (including the consequential amendments, if any) are not relevant to the Group’s operations except as follows:

(a) MFRS 9 (2009) introduces new requirements for the classifi cation and measurement of fi nancial assets. Subsequently, this MFRS 9 was amended in year 2010 to include requirements for the classifi cation and measurement of fi nancial liabilities and for derecognition (known as MFRS 9 (2010)). Generally, MFRS 9 replaces the parts of MFRS 139 that relate to the classifi cation and measurement of fi nancial instruments. MFRS 9 divides all fi nancial assets into 2 categories – those measured at amortised cost and those measured at fair value, based on the entity’s business model for managing its fi nancial assets and the contractual cash fl ow characteristics of the instruments. For fi nancial liabilities, the standard retains most of the MFRS 139 requirement. An entity choosing to measure a fi nancial liability at fair value will present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income rather than within profi t or loss. There will be no fi nancial impact on the fi nancial statement of the Group upon its initial application.

(b) The amendments to MFRS 132 provide the application guidance for criteria to offset fi nancial assets and fi nancial liabilities. These amendments will have no fi nancial impact on the fi nancial statements of the Group upon its initial application.

(c) The amendments to MFRS 136 remove the requirement to disclosure the recoverable amount when a cash-generating unit (CGU) contains goodwill or intangible assets with indefi nite useful lives but there has been no impairment. Therefore, there will be no fi nancial impact on the fi nancial statements of the Group upon its initial application but may impact its future disclosures.





5. SIGNIFICANT ACCOUNTING POLICIES

5.1 Critical Accounting Estimates and Judgements

Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group’s accounting policies and disclosures, and have a signifi cant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below:

(a) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial factors which could change signifi cantly as a result of technical innovations and competitors’ actions in response to the market conditions.

The Group anticipates that the residual values of its property, plant and equipment will be insignifi cant.

As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(b) Income Taxes

There are certain transactions and computations for which the ultimate tax determination may be different from the initial estimate. The Group recognises tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. Where the fi nal outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the year in which such determination is made.

(c) Impairment of Non-fi nancial Assets

When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash fl ows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash fl ows.

(d) Write-down of Inventories

Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews require judgement and estimates. Possible changes in these estimates could result in revisions to the valuation of inventories.

(e) Impairment of Trade and Other Receivables

An impairment loss is recognised when there is objective evidence that a fi nancial asset is impaired. Management specifi cally reviews its loan and receivables fi nancial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash fl ows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables.




5. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

5.1 Critical Accounting Estimates and Judgements (Cont’d)

(f) Impairment of Goodwill

Goodwill is tested for impairment annually and at other times when such indicators exist. This requires management to estimate the expected future cash fl ows of the cash-generating unit to which goodwill is allocated and to apply a suitable discount rate in order to determine the present value of those cash fl ows. The future cash fl ows are most sensitive to budgeted gross margins, growth rates estimated and discount rate used. If the expectation is different from the estimation, such difference will impact the carrying value of goodwill.

(g) Fair Value Estimates for Certain Financial Assets and Liabilities

The Group carries certain fi nancial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While signifi cant components of fair value measurement were determined using verifi able objective evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profi t and/or equity.

5.2 Basis of Consolidation

The consolidated fi nancial statements include the fi nancial statements of the Company and its subsidiaries made up to 31 December 2013.

Subsidiaries are entities (including of structured entities) controlled by the Group. 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 over the entity.

Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate.

Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary, adjustments are made to the fi nancial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

(a) Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profi t or loss when incurred.

In a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profi t or loss.

Non-controlling interests in the acquiree may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifi able net assets at the date of acquisition. The choice of measurement basis is made on a transaction-by-transaction basis.






5.2 Basis of Consolidation (Cont’d)

(b) Non-Controlling Interests

Non-controlling interests are presented within equity in the consolidated statement of fi nancial position, separately from the equity attributable to owners of the Company. Profi t or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a defi cit balance.

At the end of each reporting period, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

(c) Changes In Ownership Interests In Subsidiaries Without Change of Control

All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of consideration paid or received is recognised directly in equity of the Group.

(d) Loss of Control

Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profi t or loss which is calculated as the difference between:

(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest in the former subsidiary; and

(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former subsidiary and any non-controlling interests.

Amounts previously recognised in other comprehensive income in relation to the former subsidiary are accounted for, in the same manner as would be required if the relevant assets or liabilities were disposed of (i.e. reclassifi ed to profi t or loss or transferred directly to retained profi ts). The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under MFRS 139 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

5.3 Intangible Assets

(a) Goodwill

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profi t or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interests recognised and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifi able assets and liabilities at the date of acquisition is recorded as goodwill.

Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain and is recognised as a gain in profi t or loss.





5.3 Intangible Assets (Cont’d)

(b) Computer Software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specifi c software. These costs are amortised over their estimated useful lives of 5 years.

Costs associated with maintaining computer software programmes are recognised as an expense when incurred.

5.4 Functional and Foreign Currencies

(a) Functional and Presentation Currency

The individual fi nancial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency.

The consolidated fi nancial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and presentation currency.

(b) Transactions and Balances

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profi t or loss.

5.5 Financial Instruments

Financial instruments are recognised in the statements of fi nancial position when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classifi ed as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a fi nancial instrument classifi ed as a liability, are reported as an expense or income. Distributions to holders of fi nancial instruments classifi ed as equity are charged directly to equity.

Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

A fi nancial instrument is recognised initially at its fair value. Transaction costs that are directly attributable to the acquisition or issue of the fi nancial instrument (other than a fi nancial instrument at fair value through profi t or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the fi nancial instrument at fair value through profi t or loss are recognised immediately in profi t or loss.

Financial instruments recognised in the statements of fi nancial position are disclosed in the individual policy statement associated with each item.






5.5 Financial Instruments (Cont’d)

(a) Financial Assets

On initial recognition, fi nancial assets are classifi ed as either fi nancial assets at fair value through profi t or loss, held-to-maturity investments, loans and receivables fi nancial assets, or available-for-sale fi nancial assets, as appropriate.

(i) Financial Assets at Fair Value Through Profi t or Loss

Financial assets are classifi ed as fi nancial assets at fair value through profi t or loss when the fi nancial asset is either held for trading or is designated to eliminate or signifi cantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classifi ed as held for trading unless they are designated as hedges.

Financial assets at fair value through profi t or loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profi t or loss. Dividend income from this category of fi nancial assets is recognised in profi t or loss when the Group’s right to receive payment is established.

(ii) Held-to-maturity Investments

Held-to-maturity investments are non-derivative fi nancial assets with fi xed or determinable payments and fi xed maturities that the management has the positive intention and ability to hold to maturity. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment loss, with interest income recognised in profi t or loss on an effective yield basis.

(iii) Loans and Receivables Financial Assets

Trade receivables and other receivables that have fi xed or determinable payments that are not quoted in an active market are classifi ed as loans and receivables fi nancial assets. Loans and receivables fi nancial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

(iv) Available-for-sale Financial Assets

Available-for-sale fi nancial assets are non-derivative fi nancial assets that are designated in this category or are not classifi ed in any of the other categories.

After initial recognition, available-for-sale fi nancial assets are remeasured to their fair values at the end of each reporting period. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the fair value reserve, with the exception of impairment losses. On derecognition, the cumulative gain or loss previously accumulated in the fair value reserve is reclassifi ed from equity into profi t or loss.

Dividends on available-for-sale equity instruments are recognised in profi t or loss when the Group’s right to receive payments is established.

Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less accumulated impairment losses, if any.





5.5 Financial Instruments (Cont’d)

(b) Financial Liabilities

All fi nancial liabilities are initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through profi t or loss.

Fair value through profi t or loss category comprises fi nancial liabilities that are either held for trading or are designated to eliminate or signifi cantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classifi ed as held for trading unless they are designated as hedges.

(c) Equity Instruments

Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds.

Dividends on ordinary shares are recognised as liabilities when approved for appropriation.

(d) Derecognition

A fi nancial asset or part of it is derecognised when, and only when, the contractual rights to the cash fl ows from the fi nancial asset expire or the fi nancial asset is transferred to another party without retaining control or substantially all risks and reward of the asset. On derecognition of a fi nancial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profi t or loss.

A fi nancial liability or a part of it is derecognised when, and only when, the obligation specifi ed in the contract is discharged or cancelled or expires. On derecognition of a fi nancial liability, the difference between the carrying amount of the fi nancial liability extinguished or transferred to another party and the consideration is paid, including any non-cash assets transferred or liabilities assumed, is recognised in profi t or loss.

5.6 Investments In Subsidiaries

Investments in subsidiaries are stated at cost in the statement of fi nancial position of the Company, and are reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that the carrying values may not be recoverable. The cost of the investments include transaction costs.

On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investments is recognised in profi t or loss.

5.7 Joint Arrangements

Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring unanimous consent for decisions about the activities that signifi cantly affect the arrangements returns.

Investments in joint arrangements are classifi ed as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be joint ventures.






5.7 Joint Arrangements (Cont’d)

A joint venture is a joint arrangement whereby the Group has rights only to the net assets of the arrangement. The investment in a joint venture is accounted for in the consolidated statement of fi nancial position using the equity method, based on the fi nancial statements of the joint venture made up to 31 December 2013. The Group's share of the post acquisition profi ts and other comprehensive income of the joint venture is included in the consolidated statement of profi t or loss and other comprehensive income, after adjustment if any, to align the accounting policies with those of the Group, up to the effective date when the investment ceases to be a joint venture or when the investment is classifi ed as held for sale. The Group's interest in the joint venture is carried in the consolidated statement of fi nancial position at cost plus the Group’s share of the post-acquisition retained profi ts and reserves. The cost of investment includes transaction costs.

When the Group’s share of losses exceeds its interest in a joint venture, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation.

Unrealised gains on transactions between the Group and the joint venture are eliminated to the extent of the Group's interest in the joint venture. Unrealised losses are eliminated unless cost cannot be recovered.

When the Group retains an interest in the former joint venture and the retained interest is a fi nancial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as the initial carrying amount of the fi nancial asset in accordance with MFRS 139. Furthermore, the Group also reclassifi es its share of the gain or loss previously recognised in other comprehensive income of that joint venture to profi t or loss when the equity method is discontinued. However, the Group will continue to use the equity method when an investment in a joint venture becomes an investment in an associate. Under such change in ownership interest, the retained investment is not remeasured to fair value but a proportionate share of the amounts previously recognised in other comprehensive income of the joint venture will be reclassifi ed to profi t or loss where appropriate. All dilution gains or losses arising in investments in joint ventures are recognised in profi t or loss.

5.8 Property, Plant and Equipment

Property, plant and equipment other than freehold land are stated at cost less accumulated depreciation and impairment losses, if any.

Freehold land is stated at valuation less impairment losses recognised after the date of the revaluation. Freehold land is not depreciated.

Depreciation is charged to profi t or loss (unless it is included in the carrying amount of another asset) on the straight-line method to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are:

Warehouse buildings and improvements Over the lease period of 55 ¾ yearsPallets 33 1/3%Plant and machinery 5% to 33 1/3%Renovation and electrical installations 10% to 66%Signboard 30% to 33 1/3%Furniture, fi ttings and offi ce equipment 5% to 89%Motor vehicles 10% to 50%Containers 10%Lorries and trucks 10%EDP equipment 20%





5.8 Property, Plant and Equipment (Cont’d)

Capital work-in-progress represents assets under construction, and which are not ready for commercial use at the end of reporting period. Capital work-in-progress is stated at cost, and is transferred to the relevant category of assets and depreciated accordingly when the assets are completed and ready for commercial use. Cost of capital work-in-progress includes direct costs, related expenditure and interest cost on borrowings taken to fi nance the construction or acquisition of the assets to the date that the assets are completed and put into use.

The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefi ts embodied in the items of the property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefi ts associated with the asset will fl ow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profi t or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected from its use. Any gain or loss arising from derecognition of the asset is recognised in profi t or loss. The revaluation reserve included in equity is transferred directly to retained profi ts on retirement or disposal of the asset.

5.9 Impairment

(a) Impairment of Financial Assets

All fi nancial assets (other than those categorised at fair value through profi t or loss), are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash fl ows of the asset. For an equity instrument, a signifi cant or prolonged decline in the fair value below its cost is considered to be objective evidence of impairment.

An impairment loss in respect of held-to-maturity investments and loans and receivables fi nancial assets is recognised in profi t or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the fi nancial asset’s original effective interest rate.

An impairment loss in respect of available-for-sale fi nancial assets is recognised in profi t or loss and is measured as the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in the fair value reserve. In addition, the cumulative loss recognised in other comprehensive income and accumulated in equity under fair value reserve, is reclassifi ed from equity to profi t or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent that the carrying amount of the fi nancial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available-for-sale equity instruments, impairment losses previously recognised in profi t or loss are not reversed through profi t or loss. Any increase in fair value subsequent to an impairment loss made is recognised in other comprehensive income.






5.9 Impairment (Cont’d)

(b) Impairment of Non-Financial Assets

The carrying values of assets, other than those to which MFRS 136 Impairment of Assets does not apply, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value in use, which is measured by reference to discounted future cash fl ow.

An impairment loss is recognised in profi t or loss immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profi t or loss immediately, unless the asset is carried at its revalued amount in which case, the reversal of the impairment loss is treated as a revaluation increase.

5.10 Assets Under Hire Purchase

Assets acquired under hire purchase are capitalised in the fi nancial statements at the lower of the fair value of the leased assets and the present value of the minimum lease payments and, are depreciated in accordance with the policy set out in Note 5.8 above. Each hire purchase payment is allocated between the liability and fi nance charges so as to achieve a constant rate on the fi nance balance outstanding. Finance charges are recognised in profi t or loss over the period of the respective hire purchase agreements.

5.11 Operating Leases

Leases in which the Group does not assume substantially all the risks and rewards of ownership are classifi ed as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profi t or loss on a straight-line method over the lease period.

Leasehold land which in substance is an operating lease is classifi ed as prepaid lease payments in the consolidated statement of fi nancial position.

5.12 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the fi rst-in-fi rst-out basis and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition.

Net realisable value represents the estimated selling price less the estimated costs necessary to make the sale.





5.13 Income Taxes

Income tax for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profi t for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profi t nor taxable profi t.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profi ts will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient future taxable profi ts will be available to allow all or part of the deferred tax assets to be utilised.

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

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Deferred tax relating to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over the business combination costs.

5.14 Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with fi nancial institutions, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value with original maturity periods of three months or less.

5.15 Provisions

Provisions are recognised when the Group has a present obligation as a result of past events, when it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to refl ect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The unwinding of the discount is recognised as interest expenses in profi t or loss.






5.16 Borrowing Costs

Borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

All other borrowing costs are recognised in profi t or loss as expenses in the period in which they incurred.

Investment income earned on the temporary investment of specifi c borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

5.17 Employee Benefi ts

(i) Short-term Benefi ts

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefi ts are measured on an undiscounted basis and are recognised in profi t or loss in the period in which the associated services are rendered by employees of the Group.

(ii) Defi ned Contribution Plans

The Group’s contributions to defi ned contribution plans are recognised in profi t or loss in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defi ned contribution plans.

5.18 Contingent Liabilities

A contingent liability is a possible obligation that arises from past events and whose existence will only be confi rmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outfl ow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the fi nancial statements. When a change in the probability of an outfl ow occurs so that the outfl ow is probable, it will then be recognised as a provision.

5.19 Related Parties

A party is related to an entity (referred to as the “reporting entity”) if:

(a) A person or a close member of that person’s family is related to a reporting entity if that person:

(i) has control or joint control over the reporting entity; (ii) has signifi cant infl uence over the reporting entity; or (iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting

entity.





5.19 Related Parties (Cont’d)

(b) An entity is related to a reporting entity if any of the following conditions applies:

(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

(iii) Both entities are joint ventures of the same third party. (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) The entity is a post-employment benefi t plan for the benefi t of employees of either the reporting entity

or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.

(vi) The entity is controlled or jointly controlled by a person identifi ed in (a) above. (vii) A person identifi ed in (a)(i) above has signifi cant infl uence over the entity or is a member of the key

management personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to infl uence, or be infl uenced by, that person in their dealings with the entity.

5.20 Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using a valuation technique. The measurement assumes that the transaction takes place either in the principal market or in the absence of a principal market, in the most advantageous market. For non-fi nancial asset, the fair value measurement takes into account a market’s participant’s ability to generate economic benefi ts by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

For fi nancial reporting purposes, the fair value measurements are analysed into level 1 to level 3 as follows:

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liability that the entity can access at the measurement date;

Level 2: Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs are unobservable inputs for the asset or liability.

The transfer of fair value between levels is determined as of the date of the event or change in circumstances that caused the transfer.






5.21 Revenue and Other Income

(i) Warehousing Revenue

Warehousing revenue is recognised on a due and receivable basis.

(ii) Forwarding and Transportation Revenue

Revenue is recognised upon the rendering of services and when the outcome of the transaction can be estimated reliably. In the event the outcome of the transaction could not be estimated reliably, revenue is recognised to the extent of the expenses incurred that are recoverable.

(iii) In-fl ight Catering, Related Service Revenue and Sale of Goods

Revenue is recognised upon delivery of products and customers’ acceptance or performance of services, if any, net of discounts.

(iv) Rental and Commission Income

Rental and commission income are recognised on an accrual basis.

(v) Interest Income

Interest income is recognised on an accrual basis, based on the effective yield on the investment.

5.22 Operating Segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete fi nancial information is available.

6. INVESTMENT IN SUBSIDIARIES

The Company

2013 2012

RM RMUnquoted shares, at cost:At 1 January 56,407,906 1,780,906Transferred from investment in joint venture 130,005,100 -Addition during the fi nancial year 134,550,239 54,627,000

320,963,245 56,407,906Allowance for impairment loss for the fi nancial year (4,914,725) (4,914,725)At 31 December 316,048,520 51,493,181




6. INVESTMENT IN SUBSIDIARIES (CONT’D)

The details of the subsidiaries, which are all incorporated in Malaysia, are as follows:

Name of Company

Effective Equity Interest

Principal Activities

2013 2012

% %Brahim’s Airline Catering Holdings Sdn. Bhd.# 100 51 Investment holding companyTamadam Crest Sdn. Bhd. 100 100 Insurance agencyTamadam Industries Sendirian Berhad 100 100 Provision of warehouse rental, bonded

warehousing, freight forwarding and transportation services

Tamadam Marketing Sdn. Bhd. 100 100 DormantBrahim’s Trading Sdn. Bhd. 100 51 TradingCafe Barbera (SEA) Sdn. Bhd. 100 100 Operating a restaurantAdmuda Sdn. Bhd.# 60 60 DormantBrahim’s Airline Catering Sdn. Bhd.#* 70 70 Catering and related services

# - Not audited by Messrs. Crowe Horwath.

* - Held by Brahim’s Airline Catering Holdings Sdn. Bhd.

The non-controlling interests at the end of the reporting period comprise the following:

The Group2013 2012

RM RMBrahim’s Airline Catering Sdn. Bhd. 34,761,000 -Admuda Sdn. Bhd. (106,295) (7,089)

34,654,705 (7,089)

The summarised fi nancial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows:

Brahim’s Airline Catering Sdn. Bhd.2013 2012

RM RMAt 31 DecemberNon-current assets 34,468,000 -Current assets 136,567,000 -Non-current liabilities (53,974,000) -Current liabilities (1,196,000) -Net assets 115,865,000 -Financial Year Ended 31 DecemberRevenue 384,625,000 -Profi t for the fi nancial year 57,068,000 -Total comprehensive income 57,068,000 -Net cash fl ows from operating activities 50,776,000 -Net cash fl ows from investing activities (6,985,000) -Net cash fl ows from fi nancing activities (46,492,000) -





6. INVESTMENT IN SUBSIDIARIES (CONT’D)

The summarised fi nancial information (before intra-group elimination) for each subsidiary that has non-controlling interests that are material to the Group is as follows (cont'd):

Admuda Sdn. Bhd.2013 2012

RM RMAt 31 DecemberNon-current assets 2,686,118 23,762Current assets 280,063 284,126Current liabilities (3,231,919) (325,611)Net liabilities (265,738) (17,723)Financial Year Ended 31 DecemberRevenue - -Loss for the fi nancial year (248,015) (438,320)Total comprehensive loss (248,015) (438,320)Net cash fl ows from operating activities 2,699,523 45,094Net cash fl ows from investing activities (2,669,307) (10,001)

7. INVESTMENT IN JOINT VENTURES


2013 2012 2013 2012

RM RM RM RMUnquoted shares, at cost:At 1 January 206,823,509 191,821,754 150,005,100 150,005,100Share of post acquisition profi ts 3,274,767 17,806,755 - -Dividend paid (4,001,358) (2,805,000) - -

206,096,918 206,823,509 150,005,100 150,005,100Transfer to investment in subsidiary (185,098,641) - (130,005,100) -At 31 December 20,998,277 206,823,509 20,000,000 150,005,100

The details of the joint arrangement which is incorporated in Malaysia, are as follows:

Name of Joint Arrangement

Effective Equity Interest

Principal Activities

2013 2012

% %Dewina Host Sdn. Bhd. 51 51 Catering and related servicesBrahim’s Airline Catering Holdings Sdn. Bhd. -* 51 Catering and related servicesBrahim’s Trading Sdn. Bhd. -** 51 Dormant

* On 7 January 2013, the Company increased its equity interest in Brahim’s Airline Catering Holdings Sdn. Bhd. (“BACH”) from 51% to 100% through the acquisition of an additional 490,000 new ordinary shares of RM1.00 each for a total cash consideration of RM134,550,239. BACH therefore became a wholly owned subsidiary of the Group on the same date and the investment in joint venture was transferred to investment in subsidiaries.

** On 3 January 2013, the Company increased its equity interest in Brahim’s Trading Sdn. Bhd. (“BTSB”) from 51% to 100% through the acquisition of an additional 4,900 new ordinary shares of RM1.00 each for a total cash consideration of RM1. BTSB therefore became a wholly owned subsidiary of the Group on the same date and the investment in joint venture was transferred to investment in subsidiaries.




7. INVESTMENT IN JOINT VENTURES (CONT’D)

The summarised fi nancial information for each joint venture that is material to the Group is as follows:

Dewina Host Sdn. Bhd.The Group2013 2012

RM RMAt 31 DecemberNon-current assets 645,293 689,595Current assets 17,277,926 17,338,256Current liabilities (5,578,365) (4,258,607)Net assets 12,344,854 13,769,24412-month Period Ended 31 DecemberRevenue 36,572,192 31,208,112Profi t for the fi nancial year 6,421,112 4,597,466Total comprehensive income 6,421,112 4,597,466Group’s share of profi t for the fi nancial year 3,274,767 2,337,085Group’s share of other comprehensive income 3,274,767 2,337,085Dividend received 4,001,358 1,530,000Reconciliation of Net Assets to Carrying AmountGroup’s share of net assets above 6,295,723 7,022,314Goodwill 14,702,554 14,702,554Carrying amount of the Group’s interests in this joint venture 20,998,277 21,724,868Additional Information to Summarised Financial InformationCash and cash equivalents 15,605,425 15,537,613Depreciation for property, plant and equipment 273,022 496,484Interest income 307,064 323,224Income tax expenses (2,258,863) (1,570,243)

Brahim’s Airline Catering Holdings Sdn. Bhd.The Group2013 2012

RM RMAt 31 DecemberNon-current assets - 107,610,000Current assets - 120,324,000Non-current liabilities - (3,882,000)Current liabilities - (86,009,000)Net assets - 138,043,00012-month Period Ended 31 DecemberRevenue - 335,058,000Profi t for the fi nancial year - 43,452,000Total comprehensive income - 43,452,000Group’s share of profi t for the fi nancial year 15,471,870Dividend received - 1,275,000Reconciliation of Net Assets to Carrying AmountGroup’s share of net assets above - 56,967,000Goodwill - 128,135,950Carrying amount of the Group’s interests in this joint venture - 185,102,950Additional Information to Summarised Financial InformationCash and cash equivalents - 44,256,000Borrowings - 37,458,000Tax payable - 5,167,000Deferred tax liabilities - 3,558,000Depreciation for property, plant and equipment - 10,072,000Interest expenses - 2,606,000Income tax expenses - 15,585,000





8. PROPERTY, PLANT AND EQUIPMENT

At 1.1.2013

Acquisition Of A

Subsidiary Additions Disposals Written OffDepreciation

ChargeAt

31.12.2013RM RM RM RM RM RM RM

The GroupNet Book ValueFreehold land - - 2,647,464 - - - 2,647,464Warehouse buildings and improvements 25,429,244 - - - - (620,979) 24,808,265Containers, pallets, plant and machinery 394,522 11,230,000 2,428,260 - - (1,822,043) 12,230,739Renovation and electrical installations 1,498,518 - 109,179 - (255,529) (187,673) 1,164,495Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 1,612,975 15,551,000 2,236,345 (1,276) (25,952) (4,930,080) 14,443,012Motor vehicles, lorries and trucks 355,627 10,584,000 2,732,422 (92,457) - (3,883,308) 9,696,284Capital work-in- progress - - 21,843 - - - 21,843

29,290,886 37,365,000 10,175,513 (93,733) (281,481) (11,444,083) 65,012,102

At 1.1.2012

Acquisition Of A

Subsidiary Additions Disposals TransferWritten

OffDepreciation

ChargeAt

31.12.2012RM RM RM RM RM RM RM RM

The GroupNet Book ValueWarehouse buildings and improvements 26,050,223 - - - - - (620,979) 25,429,244Containers, pallets, plant and machinery 178,826 - 318,997 - - - (103,301) 394,522Renovation and electrical installations 1,549,194 8,760 563,520 - 28,250 (448,578) (202,628) 1,498,518Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 1,478,633 6,379 493,063 (50,604) 21,413 (43,086) (292,823) 1,612,975Motor vehicles, lorries and trucks 466,732 2,225 - - - - (113,330) 355,627Capital work-in- progress 49,663 - - - (49,663) - - -

29,773,271 17,364 1,375,580 (50,604) - (491,664) (1,333,061) 29,290,886




8. PROPERTY, PLANT AND EQUIPMENT (CONT'D)

At CostAccumulatedDepreciation Net Book Value

RM RM RM

The Group

At 31.12.2013

Freehold land 2,647,464 - 2,647,464

Warehouse buildings and improvements 34,370,690 (9,562,425) 24,808,265

Containers, pallets, plant and machinery 104,390,519 (92,159,780) 12,230,739

Renovation and electrical installations 1,725,028 (560,533) 1,164,495

Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 76,822,425 (62,379,413) 14,443,012

Motor vehicles, lorries and trucks 42,361,915 (32,665,631) 9,696,284

Capital work-in-progress 21,843 - 21,843

262,339,884 (197,327,782) 65,012,102

At 31.12.2012

Warehouse buildings and improvements 34,370,690 (8,941,446) 25,429,244

Containers, pallets, plant and machinery 3,161,259 (2,766,737) 394,522

Renovation and electrical installations 1,914,495 (415,977) 1,498,518

Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 3,343,222 (1,730,247) 1,612,975

Motor vehicles, lorries and trucks 1,178,178 (822,551) 355,627

43,967,844 (14,676,958) 29,290,886

At 1.1.2013 Additions Disposal

Depreciation Charge

At 31.12.2013

RM RM RM RM RM

The Company

Net Book Value

Renovation and electrical installations 56,013 - - (9,092) 46,921

Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 233,145 - - (41,880) 191,265

Motor vehicles, lorries and trucks 110,948 181,422 (92,457) (30,586) 169,327

400,106 181,422 (92,457) (81,558) 407,513

At 1.1.2012 Additions Transfer

Depreciation Charge

At 31.12.2012

RM RM RM RM RM

The Company

Net Book Value

Containers, pallets, plant and machinery 179,479 29,700 (185,707) (23,472) -

Renovation and electrical installations 158,644 - (90,166) (12,465) 56,013

Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 296,625 33,075 (53,031) (43,524) 233,145

Motor vehicles, lorries and trucks 466,603 - (306,660) (48,995) 110,948

1,101,351 62,775 (635,564) (128,456) 400,106





8. PROPERTY, PLANT AND EQUIPMENT (CONT'D)

At CostAccumulatedDepreciation Net Book Value

RM RM RMThe CompanyAt 31.12.2013Renovation and electrical installations 93,356 (46,435) 46,921Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 390,053 (198,788) 191,265Motor vehicles, lorries and trucks 181,422 (12,095) 169,327

664,831 (257,318) 407,513At 31.12.2012Renovation and electrical installations 93,356 (37,343) 56,013Signboard, furniture and fi ttings, EDP equipment and offi ce equipment 390,053 (156,908) 233,145Motor vehicles, lorries and trucks 138,685 (27,737) 110,948

622,094 (211,988) 400,106

Included in the net book value of property, plant and equipment of the Group and the Company at the end of the reporting period were the following assets acquired under hire purchase terms:


RM RM RM RM Restated)

Lorries and trucks - 267,550 - -Motor vehicles 702,177 - 169,327 -

702,177 267,550 169,327 -

The net book value of assets pledged to banks as security for banking facilities granted to the Group and the Company is as follows:


RM RM RM RMLeasehold land, building and improvements 24,944,402 25,429,244 - -

9. OTHER INVESTMENT

The Group/The Company2013 2012

RM RMAt cost:Unquoted shares 125,000 125,000Allowance for impairment loss (124,999) (124,999)

1 1

Investments in unquoted shares of the Group and of the Company, designated as available-for-sale fi nancial assets but are stated at cost as their fair values cannot be reliably measured using valuation techniques due to the lack of marketability of the shares.




10. INTANGIBLE ASSETS

The GroupComputer Software

2013 2012RM RM

Net Book ValueAt 1 January - -Acquisition of a subsidiary 672,000 -Amortisation for the fi nancial year (447,000) -At 31 December 225,000 -Cost 7,883,000 -Accumulated amortisation (7,658,000) -Net book value 225,000 -

The remaining amortisation period of the computer software at the end of the reporting period ranged from 1 to 3 years.

11. GOODWILL

The Group2013 2012

RM RMAt 1 January 19,827,641 80,000Acquisition of a subsidiary 282,483,468 19,747,641At 31 December 302,311,109 19,827,641

(a) The carrying amounts of goodwill allocated to each cash-generating unit are as follows:

The Group2013 2012

RM RMBrahim’s Airline Catering Holdings Sdn. Bhd. 212,906,328 -Brahim’s Airline Catering Sdn. Bhd. 69,573,000 -Admuda Sdn. Bhd. 19,747,641 19,747,641Tamadam Industries Sdn. Bhd 80,000 80,000Brahim’s Trading Sdn. Bhd. 4,140 -

302,311,109 19,827,641

(b) The Group has assessed the recoverable amounts of goodwill allocated and determined that no impairment is required. The recoverable amounts of the cash-generating units are determined using the value-in-use approach, and this is derived from the present value of the future cash fl ows from the operating segments computed based on the projections of fi nancial budgets approved by management covering a period of 5 years. The key assumptions used in the determination of the recoverable amounts are as follows:

Gross Margin Growth Rate Discount Rate2013 2012 2013 2012 2013 2012

Warehouse rental, freight forwarding and transportation services and trading and insurance agency

20% 16% 4% 4% 7.99% 6.60%

Food and beverages 64% 67% 6% 6% 7.99% 6.60%Catering Services 59% - 3% - 7.99% 6.60%

(i) Gross margin Based on past performance and the management’s expectation of market development.

(ii) Growth rate Based on the expected projection of the respective operating segments. (iii) Discount rate (pre-tax) Refl ects specifi c risks.





12. INVENTORIES

The Group2013 2012

RM RMCatering stores 4,683,000 -Food and beverage 151,685 81,934General stores 441,211 232,737Maintenance stores 2,075,000 -

7,350,896 314,671

13. TRADE RECEIVABLES


RM RM RM RMTrade receivables 85,052,232 3,133,266 - 1,986,863Allowance for impairment losses (6,082,796) (1,970,396) - (1,925,482)

78,969,436 1,162,870 - 61,381Allowance for impairment losses:At 1 January (1,970,396) (2,194,353) (1,925,482) (2,194,353)Acquisition of a subsidiary (467,000) - - -Addition during the fi nancial year (5,570,882) (44,914) - -Write-off during the fi nancial year 1,925,482 - 1,925,482 -Write-back during the fi nancial year - 268,871 - 268,871At 31 December (6,082,796) (1,970,396) - (1,925,482)

The normal trade credit terms granted by the Group and the Company range from 30 to 60 days (2012 - 30 to 60 days). Other credit terms are assessed and approved on a case-by-case basis.

14. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS


RM RM RM RMOther receivables 2,734,444 2,274,729 1,588,903 1,535,740Deposits 4,418,365 14,164,671 430,494 13,434,654Prepayments 1,839,628 985,789 271,047 819,476

8,992,437 17,425,189 2,290,444 15,789,870Allowance for impairment losses (1,719,177) (1,661,102) (1,615,051) (1,556,976)

7,273,260 15,764,087 675,393 14,232,894Allowance for impairment losses:At 1 January (1,661,102) (1,783,920) (1,556,976) (1,679,794)Addition during the fi nancial year (58,075) (31,900) (58,075) (31,900)Write-back during the fi nancial year - 154,718 - 154,718At 31 December (1,719,177) (1,661,102) (1,615,051) (1,556,976)

Included in the deposits of the Group and of the Company is an amount of RM288,729 (2012 - RM346,804) in respect of the rental deposit for the leaseback of the properties.




15. AMOUNT OWING BY/(TO) SUBSIDIARIES

The Company2013 2012

RM RMAmount Owing by SubsidiariesCurrentNon-trade balances 9,536,430 4,887,707Allowance for impairment losses (3,265,472) (3,265,472)

6,270,958 1,622,235Allowance for impairment losses:At 1 January (3,265,472) (7,727,918)Addition during the fi nancial year - (452,279)Write-back during the fi nancial year - 4,914,725At 31 December (3,265,472) (3,265,472)Amount Owing to SubsidiaryCurrentNon-trade balances 8,776,966 -

The non-trade amount is unsecured, interest-free and repayable on demand. The amount owing is to be settled in cash.

16. AMOUNT OWING BY A RELATED PARTY

The amount owing was non-trade in nature, unsecured, interest-free and repayable on demand. The amount owing was settled in cash.

17. AMOUNT OWING BY JOINT VENTURES

The amount owing is non-trade in nature, unsecured, interest-free and repayable on demand. The amount owing is to be settled in cash.

18. FIXED DEPOSITS WITH LICENSED BANKS

The effective interest rates of the fi xed deposits range from 1.65% to 3.00% (2012 - 0.2% to 3.75%) per annum. The fi xed deposits have maturity periods ranging from 1 to 365 days (2012 - 1 to 365 days).

The fi xed deposits of RM7,285,918 (2012 – RM3,808,131) have been pledged to licensed banks as security for banking facilities granted to the Company.





19. SHARE CAPITAL

The Company2013 2012 2013 2012

Number of Shares RM RMAuthorised Ordinary Shares of RM1 Each:At 1 January/31 December 500,000,000 500,000,000 500,000,000 500,000,000Issued and Fully Paid UpAt 1 January 214,805,000 179,005,000 214,805,000 179,005,000Issuance of shares 10,740,250 35,800,000 10,740,250 35,800,000At 31 December 225,545,250 214,805,000 225,545,250 214,805,000

During the fi nancial year,

(a) there were no changes in the authorised share capital of the Company;

(b) the Company increased its issued and paid-up share capital from RM214,805,000 to RM225,545,250 by the issuance of 10,740,250 new ordinary shares of RM1 each at an issue price of RM1.45 per share for the purpose of working capital. The shares were issued for cash consideration.

The new ordinary shares issued during the fi nancial year rank pari passu in all respects with the existing ordinary shares of the Company.

(c) there were no issues of debentures by the Company.

20. RESERVES


RM RM RM RMRetained profi t/(Accumulated losses) 10,865,020 (11,162,805) (59,572,937) (62,137,084)Non-DistributableShare premium 17,818,029 13,371,895 17,818,029 13,371,895

28,683,049 2,209,090 (41,754,908) (48,765,189)

The movements in the share premium of the Group and of the Company are as follows:


RM RMAt 1 January 13,371,895 12,384,295Issuance of shares 4,833,113 1,790,000Shares issuance expenses (386,979) (802,400)At 31 December 17,818,029 13,371,895

The share premium is not distributable by way of cash dividends and may be utilised in the manner as set out in Section 60(3) of the Companies Act 1965.




21. LEASE AND HIRE PURCHASE PAYABLES


RM RM RM RMMinimum lease and hire purchase payments:- not later than one year 599,786 75,869 25,961 -- later than one year and not later than fi ve years 237,653 223,267 95,187 -

837,439 299,136 121,148 -Less: Future fi nance charges (211,002) (33,214) (12,040) -Present value of lease and hire purchase payables 626,437 265,922 109,108 -Current:- not later than one year 408,658 62,074 21,478 -Non-current:- later than one year and not later than fi ve years 217,779 203,848 87,630 -

626,437 265,922 109,108 -

The lease and hire purchase payables bore effective interest rates ranging from 4.20% to 6.30% (2012 - 6.30% to 6.98%) per annum at the end of the reporting period.

22. TERM LOANS


RM RM RM RMCurrent:- not later than one year 63,531,746 7,702,944 61,000,000 5,274,165Non-current Portion:- later than one year and not later than two years 88,000,000 5,260,268 88,000,000 5,260,269- later than two year and not later than fi ve years - 16,205,960 - 16,205,959

88,000,000 21,466,228 88,000,000 21,466,228151,531,746 29,169,172 149,000,000 26,740,393

Details of the term loans outstanding at the end of the reporting period are as follows:


RM RM RM RMTerm LoanI - 3,119,855 - 3,119,855II - 335,779 - 335,779III 2,531,746 2,428,779 - -IV - 23,284,759 - 23,284,759V 99,000,000 - 99,000,000 -VI 50,000,000 - 50,000,000 -

151,531,746 29,169,172 149,000,000 26,740,393





22. TERM LOANS (CONT'D)

The weighted average effective interest rates at the end of the reporting period for borrowings which bore interest at fi xed rates, were as follows:


% % % %Term loans 6.71 6.81 6.58 6.63

(a) Term loans I and II in the previous fi nancial year were secured by:

(i) a third party deed of assignment over a subsidiary’s sub-lease on 15 acres of land and warehouse buildings; and

(ii) a pledge of the fi xed deposits with licensed banks.

(b) Term loan III is secured by:

(i) a letter of support from the Company; and

(ii) a fi xed charge on the fi nanced equipment.

(c) Term loan IV in the previous fi nancial year was secured by:

(i) 127,500 ordinary shares of RM1.00 each representing 51% equity interest of Dewina Host Sdn. Bhd; and

(ii) a pledge of the fi xed deposits with a licensed bank.

(d) Term loan V and VI are secured by:

(i) 1,000,000 ordinary shares of RM1.00 each representing 100% equity interest of Brahim’s Airline Catering Holdings Sdn. Bhd.; and

(ii) 127,000 ordinary shares of RM1.00 each representing 51% equity interest of Dewina Host Sdn. Bhd; and

(iii) a pledge of the fi xed deposits with a licensed bank.




23. DEFERRED TAX LIABILITIES

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts determined after appropriate offsetting, are shown in the statements of fi nancial position:

The movements in deferred tax assets/(liabilities) during the fi nancial year are as follows:

The Group2013 2012

RM RMDeferred tax assets - -Deferred tax liabilities (1,197,407) -

(1,197,407) -At 1 January - -Addition from acquisition of a subsidiary (3,558,000) -Recognised in profi t or loss (Note 31) 2,360,593 -At 31 December (1,197,407) -Subject to income taxDeferred tax assets (before offsetting)Allowances 3,870,000 -Provisions - -

3,870,000 -Offsetting (3,870,000) -Deferred tax assets (after offsetting) - -Deferred tax liabilities (before offsetting)Property, plant and equipment and intangible assets (5,067,407) -Offsetting 3,870,000 -Deferred tax liabilities (after offsetting) (1,197,407) -

24. TRADE PAYABLES

The normal trade credit terms granted to the Group and the Company range from 30 to 90 days (2012 - 30 to 90 days). Other credit terms are assessed and approved on a case-by-case basis.

25. OTHER PAYABLES AND ACCRUALS

Included in other payables and accruals of the Group and of the Company are amounts owing to the holding company and directors amounting to RM21,418,156 (2012 – RM21,480,156) and RM1,342,501 (2012 - RM916,994), respectively.

In the previous fi nancial year, the amount owing to the holding company of RM1,529,712 was subjected to an effective interest rate of 8% per annum.





26. BANK OVERDRAFTS

The bank overdrafts bear interest ranging from 8.10% to 9.10% (2012 - 8.10% to 9.10%) per annum and are secured in the same manner as term loans I and II disclosed in Note 22(a) to the fi nancial statements.

27. NET ASSETS PER ORDINARY SHARE

The net assets per ordinary share is calculated based on the net assets value of RM254,228,299 (2012-RM217,014,090) attributable to the number of ordinary shares in issue at the end of the reporting period of 225,545,250 (2012-214,805,000).

28. REVENUE


2013 2012 2013 2012

RM RM RM RM

In-fl ight catering and related services 384,626,000 - - -

Management fees 312,382 263,131 312,382 263,131

Dividend received from

- joint venture - - 4,001,358 2,805,001

- subsidiary - - 22,177,218 -

Logistics and related services 6,190,378 5,718,612 - 1,176,440

Restaurant services 3,670,877 4,123,065 - -

Others 28,984 - - -

394,828,621 10,104,808 26,490,958 4,244,572

29. DIRECT OPERATING EXPENSES


2013 2012 2013 2012

RM RM RM RM

In-fl ight catering and related services 158,634,000 - - -

Investment holding 4,595 - - -

Logistics and related services 4,378,760 3,941,454 4,595 838,264

Restaurant services 1,339,644 1,354,504 - -

Others 25,988 - - -

164,382,987 5,295,958 4,595 838,264




30. PROFIT/(LOSS) BEFORE TAXATION


2013 2012 2013 2012

RM RM RM RM

(Restated)

Profi t/(Loss) before taxation is arrived at after charging/(crediting):

Allowance for impairment losses on:

- investment in subsidiary - - - 4,914,725

- receivables 5,628,957 76,814 58,075 484,179

Amortisation of intangible assets 447,000 - - -

Audit fee:

- current year 283,920 87,100 72,000 60,000

- underprovision in the previous fi nancial year 22,918 9,764 13,000 3,000

Bad debts written off 61,381 342,185 61,381 342,182

Depreciation of property, plant and equipment 11,444,083 1,333,061 81,558 128,456

Directors’ fees 335,000 265,000 335,000 265,000

Directors’ non-fee emoluments 674,500 687,500 674,500 687,500

Financing charges 34,484 428,604 34,484 428,604

Hire of equipment 48,995 20,826 - 8,226

Interest expense 12,527,218 3,371,986 11,676,683 3,236,354

Lease land rental 75,756 75,576 - -

Net loss on disposal of property, plant and equipment 4,283 7,630 22,007 -

Property, plant and equipment written off 281,481 491,644 - 635,564

Realised (gain)/loss on foreign exchange (152,125) (34,780) 60,931 (36,382)

Rental of buildings 1,215,900 1,566,339 - 265,000

Staff costs:

- salaries, wages, bonuses and allowances 63,378,157 3,088,839 506,881 797,038

- defi ned contribution plans 5,536,900 363,905 55,936 113,291

- other benefi ts 9,791,295 364,350 49,768 178,884

Unrealised loss/(gain) on foreign exchange 169,539 (689,191) - (593,219)

Vehicle rental 36,000 - - -

Interest income (875,000) (272,785) (94,000) (418,075)

Rental income (63,242) (34,356) - (2,180)

Gain on re-measurement of the previously held equity interest (4,953,140) - - -

Waiver of debts (6,016) - (6,016) -

Write-back of allowance for impairment losses on receivables - (423,589) - (5,338,314)





31. INCOME TAX EXPENSE


RM RM RM RMCurrent tax:- for the fi nancial year 22,189,000 328,300 - 263,300- under/(over)provision in the previous fi nancial year (76,829) - 340,171 -

22,112,171 328,300 340,171 263,300Deferred tax (Note 23):- for the current fi nancial year (2,362,888) - - -- underprovision in the previous fi nancial year 2,295 - - -

(2,360,593) - - -19,751,578 328,300 340,171 263,300

A reconciliation of the income tax expense applicable to the profi t/(loss) before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group and of the Company is as follows:


RM RM RM RMProfi t/(Loss) before taxation 58,800,197 8,816,187 2,904,318 (4,589,619)Tax at statutory tax rate of 25% 14,700,049 2,204,048 726,080 (1,147,405)Tax effects of:Non-taxable gain (1,266,027) - (4,260,650) -Non-deductible expenses 8,292,367 1,221,130 4,915,460 932,345Deferred tax assets not recognised during the fi nancial year 500,560 710,620 - 478,360Share of results in joint venture (818,692) (3,750,438) - -Utilisation of deferred tax asset not recognised in the previous fi nancial year (1,582,145) (57,060) (1,380,890) -Under/(Over)provision of taxation in the previous fi nancial year:- current tax (76,829) - 340,171 -- deferred tax 2,295 - - -Income tax expense for the fi nancial year 19,751,578 328,300 340,171 263,300

Subject to agreement with the tax authorities, the unutilised tax losses and unabsorbed capital allowances of the Group and the Company available at the end of the reporting period to be carried forward for offset against future taxable business income are as follows:


RM RM RM RMUnutilised tax losses 6,695,900 19,080,000 6,031,000 12,130,000Unabsorbed capital allowances 14,129,000 40,518,000 5,477,000 5,542,000Allowance for impairment losses 170,200 - - -Accelerated capital allowances over depreciation - (9,780,000) - (87,551)




32. EARNINGS PER SHARE

The Group2013 2012

RM RMProfi t attributable to owners of the Company 22,027,825 8,663,215Weighted average number of ordinary shares:Issued ordinary shares at 1 January 214,805,000 179,005,000Effect of new ordinary shares issued 2,824,833 22,252,732Weighted average number of ordinary shares at 31 December 217,629,833 201,257,732Basic earnings per share (Sen) 10.12 4.30

The basic earnings per ordinary share of the Group is calculated by dividing the Group’s profi t attributable to the owners of the Company of RM22,027,825 (2012 - RM8,663,215) by the weighted average number of ordinary shares in issue during the fi nancial year of 217,629,833 (2012 - 201,257,732).

The diluted earnings per share was not applicable as there were no dilutive potential ordinary shares outstanding at the end

of the reporting period.

33. ACQUISITION OF SUBSIDIARIES

During the fi nancial year, the Group acquired the remaining 49% equity interests in Brahim’s Airline Catering Holdings Sdn. Bhd. and Brahim’s Trading Sdn. Bhd., respectively.

The details of the Group’s share of net assets acquired and cash fl ow arising from the acquisition of the subsidiaries are as follows:

At Date of AcquisitionCarrying Amount Fair Value Recognised

2013 2013RM RM

Property, plant and equipment 37,365,000 37,365,000Goodwill 69,573,000 69,573,000Other intangible assets 672,000 672,000Inventories 6,909,000 6,909,000Trade receivables and other receivables 69,159,000 69,159,000Cash and bank balances 20,178,797 20,178,797Fixed deposits with licensed bank 24,078,000 24,078,000Borrowings (37,458,000) (37,458,000)Trade and other payables (43,717,245) (43,717,245)Provision for taxation (5,167,000) (5,167,000)Deferred taxation (3,558,000) (3,558,000)Net identifi able assets and liabilities 138,034,552 138,034,552Less: Non-controlling interests (26,343,000)Add: Goodwill on consolidation 212,910,468Total purchase consideration 324,602,020Total purchase consideration (324,602,020)Gain on re-measurement of the previously held equity interest 4,953,140Transferred from interest in joint ventures 185,098,641Purchase consideration settled in cash and cash equivalents* (134,550,239)Add: Cash and cash equivalents of subsidiary 44,256,797Net cash outfl ow for acquisition of subsidiary (90,293,442)





33. ACQUISITION OF SUBSIDIARIES (CONT'D)

The acquired subsidiaries contributed the following results to the Group:

2013RM

Revenue 384,626,000Profi t after taxation 56,571,000

* Inclusive of expenses directly attributable to the acquisition of subsidiaries of approximately RM4,550,239.

In the previous fi nancial year, the Group acquired a 60% equity interest in Admuda Sdn. Bhd.

The details of the Group’s share of net assets acquired and cash fl ow arising from the acquisition of the subsidiary were as follows:

At Date of AcquisitionCarrying Amount Fair Value Recognised

2012 2012RM RM

Property, plant and equipment 17,364 17,364Trade receivables 140,000 140,000Other receivables, deposits and prepayments 1,272,827 1,272,827Cash and bank balances 31,832 31,832Amount due to related companies (720,611) (720,611)Other payables and accruals (294,814) (294,814)Provision for taxation (26,000) (26,000)Net identifi able assets and liabilities 420,598 420,598Less: Non-controlling interests (168,239)Add: Goodwill on consolidation 19,747,641Total purchase consideration 20,000,000Total purchase consideration (20,000,000)Purchase consideration settled by issue of shares 17,900,000Purchase consideration settled in cash and cash equivalents (2,100,000)Add: Cash and cash equivalents of subsidiary 31,832Net cash outfl ow for acquisition of subsidiary (2,068,168)

The acquired subsidiary contributed the following results to the Group:

2012RM

Revenue -Loss after taxation (438,321)

34. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT


RM RM RM RMCost of property, plant and equipment purchased 10,175,513 1,375,580 181,422 62,775Amount fi nanced through hire purchase and leasing payables (116,000) (248,220) (116,000) -Cash disbursed for purchase of property, plant and equipment 10,059,513 1,127,360 65,422 62,775




35. CASH AND CASH EQUIVALENTS

For the purpose of the statements of cash fl ows, cash and cash equivalents comprise the following:


RM RM RM RMFixed deposits with licensed banks (Note 18) 24,643,918 4,417,519 10,565,918 4,417,519Cash and bank balances 29,007,405 470,628 397,426 134,109

53,651,323 4,888,147 10,963,344 4,551,628Bank overdrafts (Note 26) (3,595,028) (5,950,220) (3,595,028) (5,950,220)

50,056,295 (1,062,073) 7,368,316 (1,398,592)

36. DIRECTORS’ REMUNERATION

The aggregate amount of emoluments received and receivable by the directors of the Group and of the Company during the fi nancial year are as follows:


RM RM RM RMExecutive directors:- Salaries and other emoluments 664,500 669,000 664,500 669,000- Fees 110,000 105,000 110,000 105,000

774,500 774,000 774,500 774,000Non-executive directors:- Salaries and other emoluments 10,000 18,500 10,000 18,500- Fees 225,000 160,000 225,000 160,000

235,000 178,500 235,000 178,5001,009,500 952,500 1,009,500 952,500

Detail of directors’ emoluments of the Company received/receivable for the fi nancial year in bands of RM50,000 are as follows:


Executive directors:- Below RM50,000 - 1- RM50,001 - RM60,000 1 -- RM700,001 - RM750,000 1 1Non-executive directors:- Below RM50,000 5 5

7 7





37. SIGNIFICANT RELATED COMPANY TRANSACTIONS

(a) Identities of related parties

In addition to the information detailed elsewhere in the fi nancial statements, the Group has related party relationships with its directors, key management personnel and entities within the same group of companies.

(b) Other than those disclosed elsewhere in the fi nancial statements, the Group and the Company also carried out the following signifi cant transactions with the related parties during the fi nancial year.

The details of the amount owing by the subsidiaries, joint venture, related company are disclosed in Note 15, Note 16 and Note 17 respectively.

The Company

2013 2012

RM RM

Interest income received/receivable from subsidiaries - 145,290

Management fee received from joint venture 312,382 264,147

Rental income received/receivable from a subsidiary - 411,490

Rental paid/payable to a subsidiary - 260,400

Insurance paid/payable to a subsidiary - 6,444

Commission paid/payable to a subsidiary - 3,280

Commission received/receivable to a subsidiary - 4,920

Dividend received from a subsidiary 22,177,218 1,275,000

Dividend received from a joint venture 4,001,358 1,530,001

Share of administrative fees received/receivable from subsidiaries - 30,000

38. OPERATING SEGMENTS

The Group has four reportable segments, as described below, which are the Group’s strategic business units. The strategic business unit offer different products and services, and are managed separately. The following summary describes the operations in each of the Group’s reportable segments:

(i) Warehouse rental, freight forwarding and transportation services, trading and insurance agency - providing bonded warehousing, freight forwarding and transportation services and insurance agency.

(ii) Food and beverage - restaurant of cafes and food.

(iii) Catering services - catering related services.

(iv) Investment holding – Provision of management services.




38. OPERATING SEGMENTS (CONT'D)

Warehouse Rental, Freight Forwarding and

Transportation Services and Trading and Insurance Agency

Food and Beverage

Catering Services

Investment Holding Consolidated

RM RM RM RM RM2013RevenueExternal sales 6,204,565 3,685,674 384,626,000 312,382 394,828,621Intersegment revenue 14,797 - - 26,178,576 26,193,373Total revenue 6,219,362 3,685,674 384,626,000 26,490,958 421,021,994Adjustments and eliminations (26,193,373)Consolidated revenue 394,828,621ResultsResults before following adjustments 1,314,074 (1,915,660) 91,737,000 9,496,701 100,632,115Adjustments and eliminations - - - - (21,225,436)Interest income - - 781,000 94,000 875,000Other material items of income 4,953,140Depreciation of property and equipment (886,232) (351,293) (10,125,000) (81,558) (11,444,083)Other material items of expenses (2,882) - (5,568,000) (119,456) (5,690,338)Segment results 424,960 (2,266,953) 76,825,000 9,389,687 68,100,398Finance costs (12,574,968)Share of profi t in joint venture 3,274,767Income tax expense (19,751,578)Consolidated profi t after taxation 39,048,619AssetsSegment assets 29,039,668 3,319,422 241,777,782 240,707,751 514,844,623Investment in joint venture 20,988,277Other investments 1Unallocated assets 431,518Consolidated total assets 536,264,419LiabilitiesSegment liabilities 4,294,494 6,504,110 72,803,000 158,473,404 242,075,008Provision of taxation 4,109,000Deferred taxation 1,197,407Consolidated total liabilities 247,381,415Other Segment ItemsAdditions to non-current assets other than fi nancial instruments:- property and equipment 2,923,888 67,203 7,003,000 181,422 10,175,513





38. OPERATING SEGMENTS (CONT’D)

Warehouse Rental, Freight Forwarding and Transportation Services and Trading and Insurance Agency

Food and Beverage Consolidated

RM RM RM2012RevenueExternal sales 6,916,744 4,123,064 11,039,808Intersegment revenue 2,565,473 12,534 2,578,007Total revenue 9,482,217 4,135,598 13,617,815Adjustments and eliminations (3,513,007)Consolidated revenue 10,104,808ResultsResults before following adjustments (747,812) (396,220) (1,144,032)Adjustments and eliminations (2,498,010) - (2,498,010)Interest income 272,785 - 272,785Other material items of income 423,589 - 423,589Depreciation of property and equipment (948,075) (384,986) (1,333,061)Other material items of expenses (418,999) (491,664) (910,663)Segment results (3,916,522) (1,272,870) (5,189,392)Finance costs (3,801,177)Share of profi t in joint venture 17,806,756Income tax expense (328,300)Consolidated profi t after taxation 8,487,887AssetsSegment assets 67,470,785 3,815,483 71,286,268Investment in joint venture 206,823,509Other investment1 1Unallocated assets 671,700Consolidated total assets 278,781,478LiabilitiesSegment liabilities 58,668,647 3,014,830 61,683,477Provision of taxation 91,000Consolidated total liabilities 61,774,477Other Segment ItemsAdditions to non-current assets other than fi nancial instruments:- property and equipment 846,899 528,682 1,375,581




38. OPERATING SEGMENTS (CONT’D)

(a) Other material items of income consist of the following:

The Group2013 2012

RM RMWriteback of allowance for impairment losses on receivables - 423,589Gain on re-measurement of the previously held equity interest 4,953,140 -

4,953,140 423,589

(b) Other material items of expenses consist of the following:

The Group2013 2012

RM RMAllowance for impairment losses on trade receivables 5,628,957 76,814Bad debt written off 61,381 342,185Property and equipment written off - 491,664

5,690,338 910,663

No segmental information is provided on a geographical basis as the Group’s activities are predominantly in Malaysia.

Revenue from one major customer, with revenue equal to or more than 10% of Group revenue, amounting to RM301,997,530 (2012 – Nil) arose from sales of the catering services segment.

39. CAPITAL COMMITMENTS

The Group2013 2012

RM RMApproved and contracted for:-Purchase of intangible assets 62,590 -Approved but not contracted for:-Purchase of plant and equipment 11,499,840 1,538,500

40. LEASE COMMITMENTS

The Group2013 2012

RM RMLease rentals payable:Not later than one year 75,576 75,576Later than one year but not later than fi ve years 395,988 395,988More than fi ve years 360,814 436,390

832,378 907,954

The lease rental payable of a subsidiary is in respect of the lease agreement entered between the subsidiary, Tamadam Industries Sendirian Berhad with KTM Warehouse Management Sdn. Bhd. for a piece of land for a period of 30 years with an option to renew for a further period of 30 years.





41. FINANCIAL INSTRUMENTS

The Group’s activities are exposed to a variety of market risk (including foreign currency risk, interest rate risk and equity price risk), credit risk and liquidity risk. The Group’s overall fi nancial risk management policy focuses on the unpredictability of fi nancial markets and seeks to minimise potential adverse effects on the Group’s fi nancial performance.

41.1 Financial Risk Management Policies

The Group’s policies in respect of the major areas of treasury activity are as follows:

(a) Market Risk

(i) Foreign Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than Ringgit Malaysia. The currencies giving rise to this risk are primarily United States Dollar. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.

Foreign currency risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies at the end of the reporting period, with all other variables held constant:


2013 2012 2013 2012

(Decrease)/ Increase




RM RM RM RM

Effects on Profi t After Taxation/ Equity

United States Dollar:

- strengthened by 5% (94,941) (964,257) - (873,178)

- weakened by 5% 94,941 964,257 - 873,178

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash fl ows of a fi nancial instrument will fl uctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises mainly from interest-bearing fi nancial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed fi nancial institutions to generate interest income.

Information relating to the Group’s exposure to the interest rate risk of the fi nancial liabilities is disclosed in Note 41.1(c) to the fi nancial statements.




41. FINANCIAL INSTRUMENTS (CONT’D)

41.1 Financial Risk Management Policies (Cont'd)

(a) Market Risk (Cont'd)

(ii) Interest Rate Risk (Cont'd)

Exposure to interest rate risk


2013 2012 2013 2012

RM RM RM RM

Fixed Rate Instruments

Fixed deposits with licensed banks 24,643,918 4,417,519 10,565,918 4,417,519

Lease and hire purchase payables (626,435) (265,922) - -

Term loans (151,531,746) - (149,000,000) -

(127,514,263) 4,151,597 (138,434,082) 4,417,519

Floating Rate Instruments

Term loans - (29,169,172) - (26,740,393)

Bank overdrafts (3,595,028) (5,950,220) (3,595,028) (5,950,220)

(3,595,028) (35,119,392) (3,595,028) (32,690,613)

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:


2013 2012 2013 2012

Increase/(Decrease)

Increase/(Decrease)

Increase/(Decrease)

Increase/(Decrease)

RM RM RM RM

Effects on Profi t After Taxation

Increase of 1% (26,963) (263,395) (26,963) (245,180)

Decrease of 1% 26,963 263,395 26,963 245,180

Effects on Equity

Increase of 1% (26,963) (263,395) (26,963) (245,180)

Decrease of 1% 26,963 263,395 26,963 245,180

(iii) Equity Price Risk

The Group does not have any quoted investments and hence is not exposed to equity price risk.






41.1 Financial Risk Management Policies (Cont’d)

(b) Credit Risk

The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. For other fi nancial assets (including cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specifi c loss component that relates to individually signifi cant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identifi ed. Impairment is estimated by management based on prior experience and the current economic environment.

Credit risk concentration profi le

The Group’s major concentration of credit risk relates to the amounts owing by two major customers which constituted approximately 92% (2012 - 8%) of its trade receivables as at the end of the reporting period.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the fi nancial assets as at the end of the reporting period.

The Group does not have exposure to international credit risk as the entire trade receivables are concentrated in Malaysia.

Ageing analysis

The ageing analysis of the Group’s trade receivables as at 31 December 2013 is as follows:

Gross Amount

Individual Impairment

CollectiveImpairment

Carrying Value

RM RM RM RMThe Group2013Not past due 34,122,449 - - 34,122,449Past due:- less than 3 months 4,835,675 - - 4,835,675- 3 to 6 months 5,954,312 - - 5,954,312- over 6 months 40,136,914 (6,035,000) (44,914) 34,057,000

85,049,350 (6,035,000) (44,914) 78,969,4362012Not past due 842,435 - - 842,435Past due:- less than 3 months 54,027 - - 54,027- 3 to 6 months 249,941 - (44,914) 205,027- over 6 months 1,986,863 (1,925,482) - 61,381

3,133,266 (1,925,482) (44,914) 1,162,870






(b) Credit Risk (Cont'd)

Ageing analysis (cont'd)

Gross Amount

Individual Impairment

Carrying Value

RM RM RM

The Company

2013

Not past due - - -

Past due:

- less than 3 months - - -

- 3 to 6 months - - -

- over 6 months - - -

- - -

2012

Not past due - - -

Past due:

- less than 3 months - - -

- 3 to 6 months - - -

- over 6 months 1,986,863 (1,925,482) 61,381

1,986,863 (1,925,482) 61,381

At the end of the reporting period, trade receivables that are individually impaired were those in signifi cant fi nancial diffi culties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

The collective impairment allowance is determined based on estimated irrecoverable amounts from the sale of goods, determined by reference to past default experience.

Trade receivables that are past due but not impaired

The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are substantially companies with good collection track record and no recent history of default.

Trade receivables that are neither past due nor impaired

A signifi cant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having signifi cant balances past due or more than 90 days, which are deemed to have higher credit risk, are monitored individually.







(c) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining suffi cient cash balances and the availability of funding through certain committed credit facilities.

The following table sets out the maturity profi le of the fi nancial liabilities as at the end of the reporting period based on contractual undiscounted cash fl ows (including interest payments computed using contractual rates or, if fl oating, based on the rates at the end of the reporting period):

Weighted Average

Effective RateCarrying Amount

Contractual Undiscounted

Cash Flows Within 1 Year 1 - 5 Years Over 5 Years

% RM RM RM RM RM

The Group

2013

Lease and hire purchase payables 5.80 626,437 837,439 599,786 237,653 -

Term loans 6.71 151,531,746 187,097,126 77,152,126 109,945,000 -

Bank overdrafts 8.60 3,595,028 3,595,028 3,595,028 - -

Trade payables - 32,864,731 32,864,731 32,864,731 - -

Other payables and accruals - 53,457,066 53,457,066 53,457,066 - -

242,075,008 277,851,390 167,668,737 110,182,653 -

2012

Lease and hire purchase payables 6.98 265,922 299,136 75,869 223,267 -

Term loans 6.70 29,169,172 33,224,789 9,247,699 23,977,090 -

Bank overdrafts 8.57 5,950,220 5,950,220 5,950,220 - -

Trade payables - 565,420 565,420 565,420 - -

Other payables and accruals - 25,732,743 25,732,743 25,732,743 - -

61,683,477 65,772,308 41,571,951 24,200,357 -






(c) Liquidity Risk (Cont'd)

Weighted Average

Effective RateCarrying Amount

Contractual Undiscounted

Cash Flows Within 1 Year 1 - 5 Years Over 5 Years% RM RM RM RM RM

The Company2013Lease and hire purchase payables 4.52 109,108 121,148 25,961 95,187 -Term loans 6.58 149,000,000 184,227,500 78,807,243 105,420,257 -Trade payables - 141,853 141,853 141,853 - -Other payables and accruals - 11,289,658 11,289,658 11,289,658 - -Amount owing to a subsidiary 8,776,966 8,776,966 8,776,966 - -Bank overdraft 8.60 3,595,028 3,595,028 3,595,028 - -

172,912,613 208,152,153 102,636,709 105,515,444 -2012Term loans 6.63 26,740,393 30,796,008 6,818,920 23,977,088 -Trade payables - 213,746 213,746 213,746 - -Other payables and accruals - 24,096,881 24,096,881 24,096,881 - -Bank overdrafts 8.57 5,950,220 5,950,220 5,950,220 - -

57,001,240 61,056,855 37,079,767 23,977,088 -

41.2 Capital Risk Management

The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio. The Group’s strategies were` unchanged from the previous fi nancial year. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents.

The debt-to-equity ratio of the Group as at the end of the reporting period was as follows:

The Group2013 2012

RM (RM)Lease and hire purchase payables 626,437 265,922Term loans 151,531,746 29,169,172Trade payables 32,864,731 565,420Other payables and accruals 53,457,066 25,732,743Bank overdrafts 3,595,028 5,950,220

242,075,008 61,683,477Less: Fixed deposits with licensed banks (24,643,918) (4,417,519)Less: Cash and bank balances (29,007,405) (470,628)Net debt 188,423,685 56,795,330Shareholders’ equity 288,883,004 217,007,001Debt-to-equity ratio 0.65 : 1 0.26 : 1






41.2 Capital Risk Management (Cont’d)

Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated shareholders’ equity (total equity attributable to owners of the Company) equal to or not less than the 25% of the issued and paid-up share capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement.

41.3 Classifi cation of Financial Instruments


2013 2012 2013 2012

RM RM RM RM

Financial Assets

Loans and Receivables Financial Assets

Trade receivables 78,969,436 1,162,870 - 61,381

Other receivables and deposits 5,433,632 14,778,298 404,346 13,413,418

Amount owing by subsidiaries - - 6,270,958 1,622,235

Amount owing by a related party - 35,141 - -

Amount owing by joint venture 41,497 2,825 29,490 2,825

Fixed deposits with licensed banks 24,643,918 4,417,519 10,565,918 4,417,519

Cash and bank balances 29,007,405 470,628 397,426 134,109

138,095,888 20,867,281 17,668,138 19,651,487

Available-for-sale Financial Assets

Other investment 1 1 1 1

138,095,889 20,867,282 17,668,139 19,651,488

Financial Liabilities

Other Financial Liabilities

Lease and hire purchase payables 626,437 265,922 109,108 -

Term loans 151,531,746 29,169,172 149,000,000 26,740,393

Trade payables 32,864,731 565,420 141,853 213,746

Amount owing to a subsidiary - - 8,776,966 -

Other payables and accruals 53,457,066 25,732,743 11,289,658 24,096,881

Bank overdrafts 3,595,028 5,950,220 3,595,028 5,950,220

242,075,008 61,683,477 172,912,613 57,001,240





41.4 Fair value measurement

Other than those disclosed below, the fair values of the fi nancial assets and fi nancial liabilities maturing within the next 12 months approximated their carrying amounts due to the relatively short-term maturity of the fi nancial instruments. These fair values are included in level 2 of the fair value hierarchy.

Fair Value of Financial Instruments Carried at Fair Value

Fair Value of Financial Instruments

Not Carried at Fair Value Total Fair

ValueCarryingAmountLevel 1 Level 2 Level 3 Level*

RM RM RM RM RM RM

The Group

2013

Financial Assets

Other investments:

- unquoted shares - 20,998,277 - - # 20,998,277

- other - 1 - - # 1


Term loans - - - 151,531,746 151,531,746 151,531,746

Hire purchase - - - 626,437 626,437 626,437

2012

Financial Assets

Other investments:

- unquoted shares - 206,823,509 - - # 206,823,509

- other - 1 - - # 1


Term loans - - - 29,169,172 29,169,172 29,169,172

Hire purchase - - - 265,922 265,922 265,922

# The fair value cannot be reliably measured using valuation techniques due to lack of marketability of the unquoted shares.

* Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.






41.4 Fair value measurement (Cont'd)

Fair Value of Financial Instruments Carried at Fair Value

Fair Value of Financial Instruments

Not Carried at Fair Value Total Fair

ValueCarryingAmountLevel 1 Level 2 Level 3 Level*

RM RM RM RM RM RMThe Company2013Financial AssetsOther investments:- unquoted shares - 336,048,520 - - # 336,048,520- other - 1 - - # 1


Term loans - - - 149,000,000 149,000,000 149,000,000

Hire purchase - - - 109,108 109,108 109,1082012Financial AssetsOther investments:- unquoted shares - 201,498,281 - - # 201,498,281- other - 1 - - # 1

Financial LiabilitiesTerm loans - - - 26,740,393 26,740,393 26,740,393

# The fair value cannot be reliably measured using valuation techniques due to lack of marketability of the unquoted shares.

* Comparative fair value information is not presented by levels, by virtue of the exemption given in MFRS 13.

42. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR

(i) On 3 January 2013, the Company acquired 4,900 ordinary shares of RM1 each in Brahim’s Trading Sdn. Bhd. (“BTSB”) representing the remaining 49% of BTSB’s issued and paid-up share capital from CWT International Pte. Ltd. for a cash consideration of RM1. Consequently, BTSB became a wholly owned subsidiary of the Group.

(ii) On 7 January 2013, the Company acquired 490,000 ordinary shares of RM1 each in Brahim’s Airline Catering Holdings Sdn. Bhd. (“BACH”) representing the remaining 49% of BACH’s issued and paid-up share capital from LSG Asia GMBH for a total cash consideration of RM130 million. Consequently, BACH became a wholly owned subsidiary of the Group.

(iii) On 18 February 2013, the Company entered into a Memorandum of Understanding with Universiti Teknologi Mara Malaysia on collaboration and promotion of academic and scientifi c activities and human capital development.

(iv) On 26 February 2013, the Company entered into a Rescission Agreement and Mutual Release with Niche Property Management Sdn. Bhd. to rescind the Inter-conditional Agreement dated 10 February 2013 for the sale of the entire issued and paid up share capital in Tamadam Industries Sdn. Bhd., a wholly owned subsidiary of the Company.




42. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR (CONT’D)

(v) On 27 September 2013, the Company completed a fi rst (1st) tranche of the Private Placement following the listing of and quotation for 10,740,250 Placement Shares on the Main Market of Bursa Malaysia Securities Berhad.

(vi) On 12 December 2013, the Company’s subsidiary, Admuda Sdn Bhd had successfully applied for a permanent stay of a winding-up order dated on 1 November 2013.

43. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE REPORTING PERIOD

The details of signifi cant events occurring after the end of the reporting period are as follows:-

(i) On 6 January 2014, the Company entered into a Collaboration Agreement (“CA”) with ANA Holdings Inc (“ANA”) to produce halal Japanese cuisine for in-fl ight catering in Japan and to consider the establishment of a joint venture for a Halal fl ight kitchen in Narita and Haneda Airports, Tokyo, Japan.

(ii) On 16 January 2014, the Company entered into a Memorandum of Understanding (“MOU”) with Labuan Halal Hub Sdn. Bhd. (“LHH”) to produce and supply Halal meals to offshore oil platforms and vessels, and distributing Brahim’s ready-to-eat meals and cooking sauces to East Malaysia and Brunei. The Company will also collaborate with LHH to provide technical support in the management of Halal process and accreditation to new overseas markets developed by LHH.

(iii) On 6 March 2014, the Company entered into a Memorandum of Understanding (“MOU”) with Dhyafat Albalad Alameen Co Ltd (“Dhyafa”) to formalise their intention to collaborate and establish a joint venture company (“Project Company”) to develop food manufacturing, production and services in the city of Makkah, Saudi Arabia.

(iv) On 12 March 2014, the Company completed a Private Placement following the listing of and quotation for the second (2nd) and fi nal tranche of 10,740,250 Placement Shares on the Main Market of Bursa Malaysia Securities Berhad.

(v) On 31 March 2014, the Company entered into an agreement with OCBC Al-Amin Bank Berhad to refi nance the outstanding term fi nancing agreement that the Company had with Standard Chartered Bank Malaysia Berhad.

The RM155 million Term Financing-I refi nancing facility is based on the Shariah principle of Ijarah Muntahiah bi Al-Tamlik (“Term-i Facility”), and is structured as:

(a) RM152 million to refi nance the outstanding term fi nancing facility with Standard Chartered Bank Malaysia Berhad, and

(b) RM3 million to fi nance the Company’s working capital.

44. FOREIGN EXCHANGE RATE

The applicable closing foreign exchange rate used (expressed on the basis of one unit of foreign currency to Ringgit Malaysia equivalent) for the translation of the foreign currency balances at the end of the reporting period is as follows:

The Group2013 2012

RM RMUnited States Dollar 3.281 3.058





Address Tenure SizeDescription and Existing Use

Net Book Value (RM)

Owner/Date of Acquisition

Approximate Age of Buildings

Part of Lot 14473Mukim of Klang,District of Klang,Selangor Darul Ehsan.

Leasehold - expiring 10 December 2027 with an option to renew for 30 years

15.134 acres

Land with warehouse

24,944,402 Tamadam Industries Sdn. Bhd./1 November 1991

14 years

List of Properties

45. SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED LOSSES/PROFIT

The breakdown of the accumulated losses of the Group and of the Company as at the end of the reporting period into realised and unrealised profi ts are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants, as follows:


RM RM RM RMTotal retained profi t/(accumulated losses) of the Company and its subsidiaries:- realised 52,483,438 (22,217,637) (61,822,598) (61,543,865)- unrealised (8,785,594) (857,654) 2,249,661 (593,219)

43,697,844 (23,075,291) (59,572,937) (62,137,084)Less: Consolidation adjustments (32,841,824) 11,912,486 - -At 31 December 10,865,020 (11,162,805) (59,572,937) (62,137,084)




Authorised Share Capital : RM500,000,000 Issued and Paid-Up Share Capital : RM236,285,500 comprising of 236,285,500 ordinary shares of RM1.00 eachClass of Shares : Ordinary shares of RM1.00 eachVoting Rights : Every member of the Company, present in person or by proxy or by attorney or other duly

authorised representatives, shall have on a show of hands, one (1) vote or on a poll, one (1) vote for each ordinary share held

Number of shareholders : 3,727

ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of Holdings No. of Shareholders % of Shareholders No. of Shares Held % of Shareholdings1 - 99 140 3.76 5,233 0.00100 – 1,000 957 25.68 840,931 0.361,001 – 10,000 2,084 55.92 9,235,086 3.9110,001 – 100,000 429 11.51 13,378,550 5.66100,001 to 11,814,274 112 3.00 101,259,100 42.8511,814,275 and above 5 0.13 111,566,600 47.22TOTAL 3,727 100.00 236,285,500 100.00

DIRECTORS’ SHAREHOLDINGS ACCORDING TO THE REGISTER OF DIRECTORS’ SHAREHOLDINGS

No. DirectorsDirect Indirect

No. of Shares Held % No. of Shares Held %1. Datuk Ibrahim bin Haji Ahmad - - 100,005,0002 42.322. Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain - - 75,005,0003 31.743. Col (Rtd) Dato’ Ir Cheng Wah 22,500 0.001 - -4. Goh Joon Hai - - - -5. Mohamed Zamry bin Mohamed Hashim - - - -6. Dato’ Choo Kah Hoe - - 25,000,0004 10.587. Datuk Seri Panglima Sulong bin Matjeraie - - - -8. Ahmad Fahimi bin Ibrahim (Alternate Director to

Mohamed Zamry bin Mohamed Hashim)- - - -

LIST OF SUBSTANTIAL SHAREHOLDERS ACCORDING TO THE REGISTER OF SUBSTANTIAL SHAREHOLDERS

No. Substantial ShareholdersDirect Indirect

No. of Shares Held % No. of Shares Held %1. Brahim’s International Franchises Sdn Bhd 75,005,000 31.74 - -2. Fahim Capital Sdn Bhd - - 75,005,0001 31.743. Semantan Capital Sdn Bhd - - 75,005,0001 31.744. Datuk Ibrahim bin Haji Ahmad - - 100,005,0002 42.325. Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain - - 75,005,0003 31.746. IBH Capital (Labuan) Limited 25,000,000 10.58 - -7. Dato’ Choo Kah Hoe - - 25,000,0004 10.588 Koperasi Permodalan FELDA Malaysia Berhad 12,223,850 5.17 - -9. Lembaga Tabung Haji 31,201,850 13.21 - -

Notes:1. Deemed interested in shares by virtue of their shareholdings in Brahim’s International Franchises Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.2. Deemed interested in shares by virtue of his shareholdings in IBH Capital (Labuan) Limited and Fahim Capital Sdn Bhd (a shareholder of Brahim’s International

Franchises Sdn Bhd) pursuant to Section 6A of the Companies Act, 1965.3. Deemed interested in shares by virtue of his shareholdings in Semantan Capital Sdn Bhd (a shareholder of Brahim’s International Franchises Sdn Bhd) pursuant

to Section 6A of the Companies Act, 1965.4. Deemed interested in shares by virtue of his shareholdings in IBH Capital (Labuan) Limited pursuant to Section 6A of the Companies Act, 1965.

Analysis of Shareholdings


As at 17 April 2014


LIST OF THIRTY (30) LARGEST SHAREHOLDERS

Name No. of Shares Held Percentage%

1. Tasec Nominees( Tempatan) Sdn BhdTA Capital Sdn Bhd for Brahim’s International Franchises Sdn Bhd

30,000,000 12.70

2. IBH Capital (Labuan) Limited 25,000,000 10.58

3. Lembaga Tabung Haji 20,461,600 8.66

4. Brahim’s International Franchises Sdn Bhd 19,105,000 8.09

5. Malaysia Nominees (Tempatan) Sendirian Berhad Pledged Securities Account for Brahim’s International Franchises Sdn Bhd

17,000,000 7.19

6. Koperasi Permodalan Felda Malaysia Berhad 10,740,250 4.55

7. Kenanga Nominees (Tempatan) Sdn BhdPledged Securities Account for Brahim’s International Franchises Sdn Bhd

6,400,000 2.71

8. Malaysia Nominees (Tempatan) Sendirian Berhad Great Eastern Life Assurance (Malaysia) Berhad

5,392,000 2.28

9. Cartaban Nominees (Tempatan) Sdn BhdSSBT AIFM Fund SAFP for Lembaga Tabung Haji

5,370,126 2.27

10. Kumpulan Wang Persaraan (Diperbadankan) 5,283,700 2.24

11. Maybank Nominees (Tempatan) Sdn Bhd Etiqa Takaful Berhad (Family PRF EQ)

3,107,100 1.31

12. AmanahRaya Trustees BerhadPublic Smallcap Fund

2,963,500 1.25

13. Citigroup Nominees (Tempatan) Sdn Bhd Kenanga Islamic Investors Bhd for Lembaga Tabung Haji

2,685,062 1.14

14. Maybank Nominees (Tempatan) Sdn Bhd Exempt an for Maybank Asset Management Sdn Bhd (Islamic)

2,685,062 1.14

15. EB Nominees (Tempatan) Sendirian Berhad Pledged Securities Account for Brahim’s International Franchises Sdn Bhd

2,500,000 1.06

16. Kumpulan Wang Simpanan Guru-Guru 2,488,000 1.05

17. Amanah Raya BerhadKumpulan Wang Bersama Syariah

2,450,000 1.04

18. Hong Leong Assurance BerhadAs Benefi cial Owner (Unitlinked GF)

2,411,400 1.02

19. HSBC Nominees (Tempatan) Sdn Bhd HSBC (M) Trustee Bhd for RHB-OSK Growth and Income Focus Trust

2,100,000 0.89

20. HSBC Nominees (Asing) Sdn BhdSMTBUSA for Daiwa Emerging Asean Mid-Small Cap Equity Fund

1,845,700 0.78


As at 17 April 2014Analysis of Shareholdings


LIST OF THIRTY (30) LARGEST SHAREHOLDERS (CONT'D)

Name No. of Shares Held Percentage%

21. Citigroup Nominees (Tempatan) Sdn Bhd Allianz Life Insurance Malaysia Berhad (MEF)

1,492,500 0.63

22. AmanahRaya Trustee BerhadAMITTIKAL

1,424,300 0.60

23. HSBC Nominees (Tempatan) Sdn Bhd HSBC (M) Trustee Bhd for RHB-OSK Smart Treasure Fund

1,269,700 0.54

24. Maybank Nominees (Tempatan) Sdn Bhd Etiqa Takaful Berhad (Family PIF EQ)

1,234,000 0.52

25. Malaysia Nominees (Tempatan) Sendirian BerhadGreat Eastern Life Assurance (Malaysia) Berhad (LBF)

1,136,700 0.48

26. HSBC Nominees (Asing) Sdn BhdSMTBUSA for Sumishin Asean Equity Mother Fund

1,084,000 0.46

27. AmanahRaya Trustee BerhadPublic Strategic Smallcap Fund

1,081,700 0.46

28. Citigroup Nominees (Tempatan) Sdn Bhd Exempt an for Citibank NA, Singapore (Julius Baer)

1,050,000 0.44

29. AmanahRaya Trustee BerhadMIDF Amanah Startegic Fund

1,045,000 0.44

30. Alliance Group Nominees (Tempatan) Sdn BhdPledged Securities Account for Ong Siew Eng @ Ong Chai

1,000,000 0.42

Total 181,806,400 76.94

Analysis of Shareholdings


As at 17 April 2014Analysis of Shareholdings


NOTICE IS HEREBY GIVEN THAT the 32nd Annual General Meeting of BRAHIM’S HOLDINGS BERHAD ("the Company") will be held at Café Barbera, 18, Lorong Maarof, Bangsar Park, 59000 Kuala Lumpur on Thursday, 19 June 2014 at 10.00 a.m. for the following purposes:-

1. To receive the Audited Financial Statements of the Company for the fi nancial year ended 31 December 2013 together with the Reports of the Directors and Auditors thereon.

Please refer to Explanatory Note A

2. To approve the payment of the Directors’ Fees for the fi nancial year ended 31 December 2013. Ordinary Resolution 13. To re-elect Mohamed Zamry bin Mohamed Hashim who retires by rotation as a Director of the Company

pursuant to Article 98 of the Articles of Association of the Company. Ordinary Resolution 24. To re-elect Datuk Seri Panglima Sulong bin Matjeraie who retires pursuant to Article 103 of the Articles of

Association of the Company. Ordinary Resolution 35. To re-appoint Messrs Crowe Horwath as the Auditors of the Company for the ensuing year and to authorise

the Directors to fi x their remuneration. Ordinary Resolution 4Special Business To consider and, if thought fi t, to pass the following resolutions with or without modifi cation:

6. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT subject always to the Companies Act, 1965, Articles of Association of the Company and approvals from Bursa Malaysia Securities Berhad and any other governmental/regulatory bodies, where such approval is necessary, authority be and is hereby given to the Directors pursuant to Section 132D of the Companies Act, 1965 to issue not more than ten percent (10%) of the issued capital of the Company at any time upon any such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fi t or in pursuance of offers, agreements or options to be made or granted by the Directors while this approval is in force until the conclusion of the next Annual General Meeting of the Company and that the Directors be and are hereby further authorised to make or grant offers, agreements or options which would or might require shares to be issued after the expiration of the approval hereof.” Ordinary Resolution 5

7. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

“THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company and/or its subsidiary companies (“the Group”) be and are hereby authorised to enter into and give effect to the recurrent related party transactions of a revenue or trading nature as set out in Section 2.2 of the Circular to Shareholders of the Company dated 28 May 2014 (“the Circular”) provided such transactions are:-

(a) necessary for the day-to-day operations;

(b) undertaken in the ordinary course of business and at arm's length basis and on normal commercial terms which are not more favourable to the related parties than those generally available to the public; and

(c) not prejudicial to the minority shareholders of the Company.

(“Shareholders’ Mandate”)

THAT such approval shall continue to be in force and effect until:

(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM at which the Shareholders' Mandate is passed, at which time it will lapse unless the authority is renewed by a resolution passed at the next AGM;

(b) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or

(c) revoked or varied by resolution passed by the shareholders in a general meeting;

whichever is the earlier;

AND THAT the Directors of the Company be and are hereby empowered and authorised to complete and to do all such acts, deeds and things as they may consider expedient or necessary or in the best interest of the Company to give effect to the Shareholders’ Mandate, with full power to assent to any condition, modifi cation, variation and/or amendment (if any) as may be imposed or permitted by the relevant authorities.” Ordinary Resolution 6


Notice of Annual General Meeting


8. RE-APPOINTMENT OF DIRECTORS PURSUANT TO SECTION 129 OF THE COMPANIES ACT, 1965

(i) “THAT pursuant to Section 129 of the Companies Act, 1965, Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain be and is hereby re-appointed as Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting.” Ordinary Resolution 7

(ii) “THAT pursuant to Section 129 of the Companies Act, 1965, Col (Rtd) Dato’ Ir Cheng Wah be and is hereby re-appointed as Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting.” Ordinary Resolution 8

(iii) “THAT pursuant to Section 129 of the Companies Act, 1965, Goh Joon Hai be and is hereby re-appointed as Director of the Company and to hold offi ce until the conclusion of the next Annual General Meeting.” Ordinary Resolution 9

9. CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTORS

(i) “THAT subject to the passing of Ordinary Resolution 8, authority be and is hereby given to Col (Rtd) Dato’ Ir Cheng Wah who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as Independent Non-Executive Director of the Company.” Ordinary Resolution 10

(ii) “THAT subject to the passing of Ordinary Resolution 9, authority be and is hereby given to Goh Joon Hai who has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as Independent Non-Executive Director of the Company.” Ordinary Resolution 11

10. To transact any other business for which due notice has been given in accordance with the Companies Act, 1965.

By Order of the Board

LIM LEE KUAN (MAICSA 7017753)TEO MEE HUI (MAICSA 7050642)Company Secretaries

Kuala Lumpur28 May 2014

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualifi cation of the proxy.

2. A member may appoint only 1 proxy to attend the same meeting. However, where a member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least 1 proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in 1 securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a member appoints 2 or more proxies, the appointment shall not be valid unless the member specifi es the proportion of his shareholding to be represented by each proxy.

4. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an offi cer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certifi ed copy of that power or authority shall be deposited at the offi ce of the Company’s Share Registrar, Symphony Share Registrars Sdn. Bhd. at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding of the meeting or adjourned meeting.

6. The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is Friday, 13 June 2014.



EXPLANATORY NOTES

A: Item 1 of the Agenda

This item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not require a formal approval of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.

Special Business:

(i) Ordinary Resolution 5

Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965

The proposed Ordinary Resolution 5, if passed, will empower the Directors from the date of this Annual General Meeting, to issue and allot up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as they consider would be in the best interests of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.

The rationale for this general mandate is to eliminate the need to convene general meeting(s) from time to time to seek shareholders’ approval as and when the Company issues new shares for future business opportunities and thereby reducing administrative time and cost associated with the convening of such meeting(s). The renewal of such general mandate will provide fl exibility to the Company for any possible fund raising activities, including but not limited to further placement of shares, for the purpose of future investment project(s), working capital, repayment of borrowings and/or acquisitions.

This is the renewal of the mandate obtained from the members at the last Annual General Meeting (“the Previous Mandate”). The Previous Mandate had been utilised for the proposed private placement of up to 10% of the issued share capital of the Company (“Proposed Private Placement”). Bursa Malaysia Securities Berhad had on 13 September 2013 granted its approval for the Proposed Private Placement.

On 27 September 2013, the Company had issued 10,740,250 ordinary shares of RM1.00 each at an issue price of RM1.45 each for the First Tranche of the Proposed Private Placement.

On 12 March 2014, the Company had issued 10,740,250 ordinary shares of RM1.00 each at an issue price of RM2.339 each for the Second and Final Tranche of the Proposed Private Placement.

The Proposed Private Placement had raised a total gross proceeds of RM40,694,807.25 and proposed to be utilised for construction of an integrated sugar refi nery production facility, repayment of bank borrowings and loan advances, working capital of the Group and to defray the estimated expenses for the Proposed Private Placement.

As at the date of printing of this Annual Report, there is still unutilised proceeds of RM9,369,218.00. For details and status of utilisation of the proceeds, please refer to pages 31 and 75 of the Annual Report 2013.

(ii) Ordinary Resolution 6

Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The proposed Ordinary Resolution 6, if passed, will allow the Group to enter into recurrent related party transactions made on arms’ length basis and on normal commercial terms and which are not prejudicial to the minority shareholders.

Further information on the Recurrent Related Party Transactions is set out in the Circular to Shareholders dated 28 May 2014 which is dispatched together with the 2013 Annual Report of the Company.

(iii) Ordinary Resolutions 7, 8 and 9

Re-Appointment of Directors pursuant to Section 129 of the Companies Act, 1965

The proposed Ordinary Resolutions 7, 8 and 9, if passed, will allow the directors who are of or over the age of 70 years to be re-appointed as directors of public company pursuant to Section 129 of the Companies Act, 1965.

A vote by the majority of not less than three-fourths of members who are entitled to vote and voting in person or by proxy is required to pass these resolutions.

(iv) Ordinary Resolutions 10 and 11

Continuing in Offi ce as Independent Non-Executive Directors

The Nomination Committee has assessed the independence of Col (Rtd) Dato’ Ir Cheng Wah and Goh Joon Hai, who have served as Independent Non-Executive Directors of the Company for a cumulative term of more than nine (9) years, and recommended them to continue act as an Independent Non-Executive Director of the Company based on the following justifi cations:-

a. they fulfi lled the criteria under the defi nition of Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, and thus, they would able to provide check and balance and bring an element of objectivity to the Board;

b. they are familiar with the Company’s business operations and are able to advise the Board diligently on business legacy matters before the change in controlling interest;

c. they were not appointed by the current controlling shareholder and hence the issue on special relationship with or loyalty to the controlling shareholder does not arise;

d. they have devoted suffi cient time and attention to their professional obligations for informed and balanced decision making by actively participated in board discussion and provided an independent voice to the Board; and

e. they have exercised their due care during their tenure as Independent Non-Executive Directors of the Company and carried out their professional duties in the best interest of the Company and shareholders.




* I/We …………………………………………………………………...........*I/C No./Passport No./Company No. ..…............…............…..

of …………………………………………………………………………..............…………………………………………...….......……........

being a Member(s) of BRAHIM’S HOLDINGS BERHAD (82731-A), hereby appoint …..........…………………………………..............

..............……………………............................................................…....*I/C No./Passport No. ............................................................

of ……………....……………………………………................................................................................................................... or failing

*him/her ….……………........……………………….............................….*I/C No./Passport No. ….….….………………………….......(second proxy is allowed for authorised nominees only)

of .......………………....................………..............................................................................................................................................or #THE CHAIRMAN OF THE MEETING as *my/our proxy to vote for *me/us on *my/our behalf at the 32nd Annual General Meeting of the Company to be held at Café Barbera, 18, Lorong Maarof, Bangsar Park, 59000 Kuala Lumpur on Thursday, 19 June 2014 at 10.00 a.m. or at any adjournment thereof and to vote as indicated below:-

Ordinary Resolutions For Against1. To approve the payment of Directors' Fees 20132. To re-elect Mohamed Zamry bin Mohamed Hashim as Director3. To re-elect Datuk Seri Panglima Sulong bin Matjeraie as Director4. To re-appoint Messrs Crowe Horwath as Auditors of the Company

5.Special BusinessTo approve the authority to issue shares pursuant to Section 132D of the Companies Act, 1965

6. To approve the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

7. To re-appoint Tan Sri Dato’ Mohd Ibrahim bin Mohd Zain pursuant to Section 129 of the Companies Act, 19658. To re-appoint Col (Rtd) Dato’ Ir Cheng Wah pursuant to Section 129 of the Companies Act, 19659. To re-appoint Goh Joon Hai pursuant to Section 129 of the Companies Act, 196510. To approve Col (Rtd) Dato’ Ir Cheng Wah to continue act as an Independent Non-Executive Director11. To approve Goh Joon Hai to continue act as an Independent Non-Executive Director

Mark either box if you wish to direct the proxy how to vote. If no mark is made, the proxy may vote on the resolution or abstain from voting as the proxy thinks fi t.

The proportions of our shareholding to be represented by the proxies appointed by the authorised nominee (if appoint more than 1 proxy) are as follows:-

First proxy %Second proxy %

100%

# If you wish to appoint other person(s) to be your proxy/proxies, kindly delete the words “The Chairman of the Meeting” and insert the name(s) of the person(s) desired.

* Delete if not applicable.

Dated this....…...... day of ….….…................ 2014 ………….…….……….………..............……. Signature/Common Seal of ShareholderNotes:

(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualifi cation of the proxy.

(2) A member may appoint only 1 proxy to attend the same meeting. However, where a member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least 1 proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

(3) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple benefi cial owners in 1 securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a member appoints 2 or more proxies, the appointment shall not be valid unless the member specifi es the proportion of his shareholding to be represented by each proxy.

(4) The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an offi cer or attorney duly authorised.

(5) The instrument appointing a proxy and the power of attorney or other attorney, if any, under which it is signed or a notarially certifi ed copy of that power or authority shall be deposited at the offi ce of the Company’s Share Registrar, Symphony Share Registrars Sdn. Bhd. at Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding of the meeting or adjourned meeting.

(6) The Date of Record of Depositors for the purpose of determining members’ entitlement to attend, vote and speak at the meeting is Friday, 13 June 2014.

No. of Shares Held CDS Account No.

(82731-A) (Incorporated in Malaysia)

FORM OF PROXY


Please fold here

Please fold here

The Share Registrar

Symphony Share Registrars Sdn. Bhd. Level 6, Symphony HouseBlock D13, Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangor Darul Ehsan

PLEASE AFFIX

STAMP


Brahim’s Holdings Berhad (Company No.: 82731-A)

Email: [email protected]

www.brahimsholdingsbhd.com

Corporate Offi ce7-05, 7th Floor, Menara Hap SengJalan P. Ramlee50250 Kuala LumpurMalaysiaTelephone: 03-2072 0730Facsimile: 03-2072 0732


Documents

ANNUAL REPORT 2013 - MalaysiaStock.Biz