11889_Cover Voir AR2013_1.ai 1 5/26/14 4:37 PM

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CO

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SCorporate Information 02

Corporate Structure 04

Financial Highlights 06

Chairman’s Statement 08

Profile of Directors 10

Statement on Corporate Governance 14

Audit Committee Report 20

Statement on Risk Management and Internal Control 24

Directors’ Responsibilities Statements 27

Reports and Financial Statements 29

List of Properties 88

Additional Information 90

Analysis of Shareholdings 91

Analysis of Warrant Holdings 94

Notice of Annual General Meeting 96

Form of Proxy

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corporate information

Mr. Seow Khim Soon(Executive Chairman)

Dr. Mohd Amir Sharifuddin B. Hashim (Non-Independent Non-Executive

Deputy Chairman)

Mr. Ham Hon Kit (Managing Director)

Ms. Seow Mei Lee (Executive Director)

COMPANY SECRETARIES

Ms. Tee Jing Jing (MAICSA 7035379)Ms. Chin Li Thing (MAICSA 7044467)

REGISTERED OFFICE

B-3-9, 3rd Floor, Block B, Megan Avenue IINo. 12, Jalan Yap Kwan Seng

50450 Kuala LumpurTel: 03-2715 5569

Fax: 03-2715 1511

SHARE REGISTRAR

ShareWorks Sdn. Bhd.No.2-1, Jalan Sri Hartamas 8

Sri Hartamas, 50480 Kuala LumpurTel: 03-6201 1120

Fax: 03-6201 3121

AUDITORS

HLB Ler LumB-7-7, Megan Avenue IINo.12, Jalan Yap Kwan Seng50450 Kuala LumpurTel: 03-2161 2113Fax: 03-2161 2119

STOCK EXCHANGE LISTING

Main Market of Bursa Malaysia Securities Berhad Stock Name: VOIR / VOIR-WAStock Code: 7240 / 7240WA

Mdm. Wong Seow Mooi (Executive Director)

Mr. Yeoh Chin Hoe (Independent Non-Executive Director)

Mr. Leow Bock Lim (Independent Non-Executive Director)

En. Shaari Bin Haron (Independent Non-Executive Director)

Mr. Lee Yuet Sum (Independent Non-Executive Director)

BOARD OF DIRECTORS

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corporate structure

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APPLEMINTS APPARELS SDN. BHD.

GREEN POINT SDN. BHD.

GRACEFUL HALL SDN. BHD.

COVO COSMETICS SDN. BHD.

RADICAL MARKETING SDN. BHD.

VISUAL JOY SDN. BHD.

STRONG REACH SDN. BHD.

SCUD RETAIL (KL) SDN. BHD.

100%

100%

100%

100%

100%

100%

70%

30%

VOIR HOLDINGS BERHAD

KUMPULAN VOIR SDN. BHD.100%

corporate structure

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2009 2010 2011 2012 2013 RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 150,703 165,187 183,142 183,256 181,849 Profit before tax 7,788 11,032 10,566 6,538 1,713 Profit attributable to owners 5,110 7,697 7,424 3,886 271 Equity attributable to owners 72,303 78,800 84,724 88,319 88,589

FINANCIALHIGHLIGHTS 2013

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20,000 40,000 60,000 80,000

100,000 120,000 140,000 160,000 180,000 200,000

2009 2010 2011 2012 2013

Revenue(RM'000)

-

10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000

100,000

2009 2010 2011 2012 2013

Equity attributable to owners(RM'000)

-

2,000

4,000

6,000

8,000

10,000

12,000

2009 2010 2011 2012 2013

Profit before tax (RM'000)

-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2009 2010 2011 2012 2013

Profit attributable to owners(RM'000)

Overview

The global economy, despite weaker economic environment, the Malaysian economy still achieved a moderate growth of 4.7%. The growth was supported by the private sector and domestic demand.

However, the increase in fuel and food prices as a result of subsidy rationalization by the government had directly impacted the inflation rate. This has caused a softening in consumer sentiment and reduced the household spending power. In the short term, it gives a negative impact to the retail industry, particularly the fashion sub-sector. As a result of the above factors, Voir Group has undergone a very challenging year in 2013.

Financial Results

VOIR Group recorded a reduction of 0.77% in its revenue from RM183.26 million in year 2012 to RM181.85 million in the current financial year.

The profit after tax and non-controlling interests (“PATNI”) had shown a decline from RM3.89 million in the previous financial year to RM0.27 million in the current financial year.

chairman’sstatement

On behalf of the Board of Directors, I am pleased to present

the 2013 Annual Report and the Audited Financial Statements of

Voir Holdings Berhad and its subsidiaries (“VOIR Group”)

for the financial year ended 31 December 2013.

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The decline in its PATNI was mainly due to lower sales achieved, the higher assets written off upon closure of the unprofitable food & beverage outlets and the loss incurred in its Beauty & Wellness segment.

Business Review & Development

Apparels, Footwear & AccessoriesThis segment represents the core business of VOIR Group. The total revenue contributed from the segment accounted for more than 96% of the Group’s revenue in year 2013. The revenue achieved for the current financial year was RM174.77 million, a slight decrease as compared to RM175.08 million in year 2012.

The Group’s fashion retail business was operating in a very competitive and difficult environment mainly due to knock-on effects from rising consumer prices; coupled with the appearance of major international players in the local retail market.

However, the Group will continue to strengthen its position in the market, leveraging on many years of knowledge and expertise in the Malaysian fashion industry. The Group is making conscious efforts in improving operational efficiencies to ensure the sustainability of its business.

Food, Beverage & EventsThe Food, Beverage & Events segment contributed total revenue of RM6.04 million to the Group, or approximately 3.32% in year 2013. The financial results of the segment

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recorded a loss before tax of RM1.86 million as a result of the impact from the lower sales and assets being written off.

This segment continued to deliver unfavorable results since the past few years. To mitigate further losses, the Group had taken appropriate actions to downsize this business segment.

Beauty & WellnessThis segment is part of the Group’s initiative to strengthen and diversify its businesses segment portfolio.

It recorded revenue of RM1.04 million in year 2013 and incurred a loss before tax of RM1.32 million mainly due to the business is still at its infancy stage. We are currently making efforts in network expansion.

Dividend

The Board of Directors did not recommend any final dividend for the current financial year ended 31 December 2013. Instead the Company had completed a free warrant issue to reward shareholders for their continuous support.

Corporate Social Responsibility

VOIR Group is committed to undertake its corporate social responsibility activities. During the year, the Group continued to provide contributions to charitable organizations, schools and homes for disabled by way of donation. We believed and recognized the importance of the corporate social responsibility as part of our business value.

Future Outlook

The Group’s retail businesses may continue facing challenges in year 2014 as the rising cost of living and reduced household spending may affect the private consumption. However, the Group remains cautiously optimistic to achieve a set of positive result in year 2014.

Acknowledgement

On behalf of the Board, I wish to take this opportunity to express my sincere appreciation to the management and all staff for their efforts, hard work and commitment to VOIR Group. I also would like to record my gratitude to all stakeholders for their continuous support.

Finally, I would like to thank my fellow members of the Board for their support and invaluable inputs throughout the year.

Seow Khim SoonExecutive Chairman12 May 2014

Dr. Mohd Amir Sharifuddin Bin HashimNon-Independent Non Executive Deputy Chairman

Dr. Mohd Amir Sharifuddin Bin Hashim, aged 67, Malaysian, is currently the Deputy Chairman (Non-Independent Non-Executive) of the Group. He was appointed to the Board on 17 August 2007 and became a member of the Nomination Committee on 26 November 2007.

He is a graduate of Victoria University of Wellington, New Zealand with a Bachelor of Arts degree, Diploma of Education and a Post-Bachelor of Education. He also holds a Master of Arts (Hons) and a Doctorate in Business Studies (PhD) from Massey University, New Zealand. He is a member of the Malaysian Institute of Management (MIM), and a life member of the Malaysian Educational Association.

Dr. Mohd. Amir started his career in 1974 as a tutor in University Kebangsaan Malaysia (UKM) and subsequently promoted to Associate Professor and Deputy Dean, Faculty of Education. While in Government, he was on several committees including the Implementation and Coordination Unit (ICU) at the Prime Minister’s Department, Editor of several academic journals and External examiner to several overseas and local universities. In 1995, he opted for early retirement to join Perbadanan Usahawan Nasional Berhad (PUNB) as General Manager and was Senior General Manager and Acting Chief Executive Officer. He then left PUNB in 2002 to be an Independent Consultant. He was also the Deputy President and life member of Malaysian Young Entrepreneurs Association (PUMM). He was on the Board of Poh Kong Holdings Berhad as an Independent Non-Executive Director, and served as the Chairman of the Nomination Committee and a member of the Audit Committee and Remuneration Committee until 2007. He was also a member of FELDA Social and Development Committee. His last post in Government was as Principal Fellow in Entrepreneurship at Universiti Kebangsaan Malaysia from 2010 to 2012. He is an external examiner for DBA degree at Binary University College.

profile ofdirectors

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Seow Khim SoonExecutive Chairman

Seow Khim Soon, aged 52, Malaysian, is currently the Executive Chairman of the Group. He was appointed to the Board on 17 August 2007 and he is also a member of the Remuneration Committee. Mr. Seow joined the family’s business more than 30 years ago in 1977. He was brought up in a family involved in the fashion and apparel industry. He was one of the founders of Kumpulan Voir Sdn. Bhd. when he set up the company together with his mother in 1988. Now, he is responsible for the overall strategic and marketing direction, management policy as well as the overseas expansion of the Group. He has played an instrumental role in expanding the Group’s business to more than 400 locations nationwide.

His spouse, Wong Seow Mooi and his sister, Seow Mei Lee are also members of the Board.

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Ham Hon KitManaging Director

Ham Hon Kit, aged 52, Malaysian, is the Managing Director of the Group. He was appointed to the Board on 17 August 2007. He is currently responsible for the financial, business development as well as corporate affairs of the Group. He holds a Bachelor of Arts (Economics) degree from University of Malaya.

Upon graduation, he started his working career in banking and has more than 10 years of experience in banking and finance from his stint with various reputable Malaysian and international banks. He joined Kumpulan Voir Sdn. Bhd. in 1996, as a Senior General Manager, before being promoted to Executive Director in 2001 was later promoted as Managing Director in 2007. He played an instrumental role in propelling the Group to its current size. He holds numerous directorships in the companies within the Group.

Wong Seow MooiNon-Independent Executive Director

Wong Seow Mooi, aged 52, Malaysian, is currently the Non-Independent Executive Director of the Company. She was appointed to the Board on 17 August 2007 and was re-designated as an Executive Director on 26 November 2007. She started her career in retailing within the family business in 1985 in the Sales and Operations Department. She left the Company in 1992 and rejoined the Group as Director in 2002.

Madam Wong brings with her many years of experience in fashion retailing.

Her spouse, Seow Khim Soon and her sister-in-law, Seow Mei Lee are also members of the Board.

Lee Yuet Sum Independent Non-Executive Director

Mr. Lee Yuet Sum, aged 64, Malaysian, is an Independent Non-Executive Director of the Company. He was appointed to the Board on 25 February 2010 as a Non-Independent Non-Executive Director and was later redesignated as Independent Non-Executive Director. Mr. Lee obtained his LCCI in 1969 and started his career with a multinational company. He joined Kumpulan Voir Sdn Bhd in 1988 as a Manager and promoted to General Manager in 1993. He was appointed to the Board of Kumpulan Voir Sdn Bhd in 2001 and was the Head of Human Resource since 2007, he retired on 31 December 2009 and resigned as Director from Kumpulan Voir Sdn Bhd on 12 February 2010.

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Seow Mei LeeNon-Independent Executive Director

Seow Mei Lee, aged 51, Malaysian, is currently the Non-Independent Executive Director of the Group and Head of Designing and Merchandising for Apparel in the Company. She was appointed to the Board on 17 August 2007. She was brought up in a family involved in the fashion and apparel business and she joined the family business in 1979. She joined Kumpulan Voir Sdn. Bhd. in 1988, and has been in charge of the Group’s brand designing and merchandising for over 20 years and is an accomplished and renowned designer and merchandiser in Malaysia.

Her brother, Seow Khim Soon and her sister-in-law, Wong Seow Mooi are also members of the Board.

Yeoh Chin HoeIndependent Non-Executive Director

Yeoh Chin Hoe, aged 63, Malaysian, is an Independent Non-Executive Director of the Company, and is also the Chairman of Audit Committee and a member of Nomination and Remuneration Committee. He was appointed to the Board on 17 August 2007. Upon graduating with a Diploma in Business Studies from the Aberdeen College of Commerce (Scotland) in 1973, Mr. Yeoh obtained his training in accountancy in Spicer and Pegler, Chartered Accountants, London, United Kingdom from 1974 to 1978. He is now a Fellow of the Association of Chartered Certified Accountants, a member of the Malaysian Institute of Accountants and a member of the Malaysian Institute of Certified Public Accountants and a Fellow of the Institute of Chartered Secretaries and Administrators (UK). He later obtained a Master degree in Business Administration (General Management) from University Putra Malaysia in August 1997. He is also a Chartered Audit Committee Director of the Malaysian Institute of Internal Auditors.

Mr. Yeoh joined Harrisons & Crosfield (Malaysia) Sdn. Bhd. (now Harrisons Trading (Peninsular) Sdn. Bhd.) (“HTP”) in 1980 as an Internal Auditor before being promoted to Deputy Chief Accountant and later, Chief Accountant prior to his appointment as Director of Finance in August 1990. He was subsequently appointed the Managing Director of HTP in November 1997. He was responsible for the overall company policy and operations and cost control of HTP. He retired in HTP in January, 2006. In the same year, he set up a business management consulting firm called BPI Corptall Consulting Sdn. Bhd. where he is the Managing Director. As a consultant, he specialises in business process improvements and advisory and assurance services.

Mr. Yeoh is also currently an Independent Non-Executive Director of Weida (M) Berhad and Chairman of its Audit Committee.

Leow Bock LimIndependent Non-Executive Director

Leow Bock Lim, aged 71, Malaysian, is an Independent Non-Executive Director of the Company and is the Chairman of the Nomination and Remuneration Committee and is also a member of Audit Committee. He was appointed to the Board on 17 August 2007. He is also an Independent Non-Executive Director of Chuan Huat Resources Berhad and Pineapple Resources Berhad. Mr. Leow is an associate member of the Institute of Chartered Secretaries and Administrators and an associate member of the Institute of Canadian Bankers.

He is a retired banker with over 35 years of banking experience in various local and foreign banks. He began his banking career with the OCBC Bank in 1960. In 1962, he left to join United Malayan Banking Corporation Berhad as an Operations Officer. Between 1966 and 1970, he held various operational and treasury positions in The Chase Manhattan Bank. In 1971 and 1972, he served as the Chief Operating Officer of the Oriental Bank Berhad. Between 1973 and 1977, he was the Treasury Head of The Bank of Nova Scotia. He joined the Security Pacific Asian Bank in 1978 and was its Country Head for 12 years. In 1994 he joined Alliance Bank Berhad as its Senior Vice President and served as its Head of Treasury and International Banking prior to his retirement in 2000.

Shaari Bin HaronIndependent Non-Executive Director

Encik Shaari Bin Haron, aged 63, Malaysian, is an Independent Non-Executive Director of the Company and a member of the Audit Committee. He was appointed to the Board on 17 August 2007. En Shaari obtained his Bachelor of Law (Honours) degree from the International Islamic University in 1991. He started his career with the Royal Malaysian Police Force in 1971. In 1992, he opted for early retirement from the Police Force to practice law and was called to the Bar in 1993. Currently, he is a Senior Partner in Messrs Abu Bakar & Yong. In the corporate sector he is also an Independent Director of EP Manufacturing Berhad, a company listed on the Main Board of Bursa Malaysia Securities Berhad.

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The Board is

committed to promote

good practices in

corporate governance

to safeguard the

interest of all

stakeholders. The

Board will continue

to ensure the

principles set out

in the Malaysian

Code on Corporate

Governance 2012

(“MCCG 2012”) are

practiced and adopted

to its best endeavors.

Statement on Corporate Governance

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The application and compliance extent of the principles and recommendations set out in the MCCG 2012 by the Company during the financial year ended 31 December 2013 are as follow:

ESTABLISH CLEAR ROLE AND RESPONSIBILITY

Clear Function of the Board and ManagementThe Board oversees the Company and makes decisions on matters requiring its approval including announcement of financial results, declaration of dividends, issuance of new securities, annual budget, acquisition of material assets or companies, inter alia. The Board delegates some of the Board’s authority to the Executive Directors representing the Management and various Board Committees to achieve the best business results.

Clear Roles and ResponsibilitiesThe Board monitors progress of Group’s strategies and performance, ensures management continuity with proper succession plan, reviews internal control and risk management system. The Board delegates some of these responsibilities to Board Committees such as the Audit Committee, the Nomination Committee and the Remuneration Committee.

Formalizing Ethical Standard through a Code of ConductThe Company’s code of ethical standards are set out in the Company’s Employee Handbook under the section called Code of Business Conduct, which include compliance with laws and regulations, ethical business conduct and fair dealing, conflict of interest, confidentiality, gift and entertainment policy. All staff are briefed and acknowledged understanding of the contents during orientation.

Strategies Promoting SustainabilityThe Company promotes sustainability through its efforts on product quality control, rejects harmful material and ingredient, participates in charitable events, improving customer satisfaction, diversify to various business segments and channels, periodic review segmental business performance and strategize business plan, improve employees’ welfare and retaining programs, which will translate to better corporate performance and improve sustainability. Access to Information and AdviceThe Directors have individual and independent access to management staff to obtain relevant information on issues under respective portfolio. If necessary, the Board may also seek independent professional advice under company expense to discharge their duty when necessary.

Support from Qualified and Competent Company SecretaryThe Board is satisfied with the performance and support given by the Company Secretary who plays a professional role in supporting the Directors on good corporate governance by providing valuable advice.

Board CharterThe Board Charter provides clarity on Board practices in upholding corporate governance and serves as a reference point for Board activities, including following key areas:• The Principal role and responsibility of the Board;• The Board structure, including Board balance and Directors’ tenure;• The role and responsibilities of respective Board members, Board committees, key management officers and the

Company Secretary;• Board governance processes, including meetings, appointment, reappointment and removal of Directors;• Board Committees, including the terms and references of the Audit, Nomination and Remuneration Committees.

STRENGTHEN COMPOSITION

The Board has established the following committees to assist the Board in discharging its duties and responsibilities:-

The Audit Committee comprises:-

Yeoh Chin Hoe (Chairman) Independent Non-Executive Director Leow Bock Lim Independent Non-Executive Director Shaari Bin Haron Independent Non-Executive Director

The summary terms of reference of the Audit Committee (including its key function, roles and responsibilities) have been approved by the Board, and the summary of Audit Committee’s activities for the financial year ended 31 December 2013 can be found in the Audit Committee Report.

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The Nomination Committee comprises:-

Leow Bock Lim (Chairman) Independent Non-Executive Director Yeoh Chin Hoe Independent Non-Executive Director Dr. Mohd Amir Sharifuddin B. Hashim Non-Independent Non-Executive Director

The Nomination Committee, under its terms of reference, performs annual review on the required mix of competencies, commitment and performance of Board members and the effectiveness of the Board and Committees as a whole and review Board succession plan.

Main activities carried out by the Nomination Committee in 2013 are as follow:• reviewed the required mix of skills and experience and other qualities of the Directors and to assess the

effectiveness of the Board as a whole;• discussed and determine the directors retiring by rotation in accordance with the Articles of Association of the

Company;• reviewed trainings attended by the Directors, assess the training needs and recommend suitable orientation,

education, training programme for the continuous development of each Directors.

The Board has established a formal evaluation process to assess the effectiveness of the Board and Board Committees in term of their composition, independency, effectiveness and accountability, and the contribution and performance of individual Directors and Chief Executive including their roles and responsibilities, competency and expertise.

For the financial year ended 31 December 2013, the Board was satisfied that the Board and Board Committees have discharged their duties and responsibilities effectively. The Board was also satisfied that the Board composition in terms of size, the balance between executive, non-executive and independent Directors and mix of skills were adequate.

The Remuneration Committee members are:-

Leow Bock Lim (Chairman) Independent Non-Executive Director Yeoh Chin Hoe Independent Non-Executive Director Seow Khim Soon Executive Director

The Remuneration Committee is responsible for establishing a formal and transparent policy on Executive Director’s remuneration and to fix the remuneration of individual directors. The Executive Directors abstain from participating in discussions and decisions on matters directly involving them to avoid any conflict of interest.

The range and aggregate remuneration received by Directors for the financial year ended 31 December 2013 is set out in the Notes to the Financial Statements.

The attendances of Directors who are members of Board Committee during the financial year ended 31 December 2013 are as follow:

Audit Nomination RemunerationDirectors Designation Committee Committee Committee

Mr. Seow Khim Soon Executive Chairman Non member Non member 1/1

Dr. Mohd Amir Sharifuddin Non-Independent Non member 1/1 Non member B. Hashim Non-Executive Deputy Chairman

Mr. Ham Hon Kit Managing Director Non member Non member Non member

Ms. Seow Mei Lee Executive Director Non member Non member Non member

Mdm. Wong Seow Mooi Executive Director Non member Non member Non member

Mr. Yeoh Chin Hoe Independent 5/5 1/1 1/1 Non-Executive Director

Mr. Leow Bock Lim Independent 5/5 1/1 1/1 Non-Executive Director

En. Shaari Bin Haron Independent 5/5 Non member Non member Non-Executive Director

Mr. Lee Yuet Sum Independent Non member Non member Non member Non-Executive Director

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REINFORCE INDEPENDENCE

Annual Assessment of Independence The Board assesses the independence of Independent Non-Executive Directors annually, and takes into account the individual Director’s ability to exercise independent judgment to board deliberations and effective functioning of the Board. As at the date of this report, none of the Directors has exceeded 9 years tenure with the Board of the Company.

Composition of BoardThe Board has 9 members. 5 of them are non-executive members, 4 of whom are Independent. The composition of the Board complied with paragraph 15.02 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Board is led by Mr. Seow Khim Soon, a non independent Director, who remains objective in expressing his views in board deliberations, and this does not interfere with their ability to act in the best interest of the Company.

In accordance with the Company’s Articles and Associations (“the Articles”), at least one-third (1/3), or the number nearest one-third (1/3) of the remaining directors including Managing Directors shall retire from office and be eligible for re-election at each Annual General Meeting provided that all Directors shall retire from office at least once in every three years but shall be eligible for re-election. Directors who are over the age of seventy years shall retire at every AGM and may offer themselves for re-appointment to hold office until the conclusion of the next AGM.

Relationship with the AuditorsThe Audit Committee maintains a formal and transparent relationship with the Group’s auditors, both internal and external. The Audit Committee has explicit authority to communicate directly with external and internal auditors. The external and internal auditors are invited to be present at all Audit Committee meetings.

FOSTER COMMITMENT

Time CommitmentThe Board is satisfied with the level of time commitment contributed by the Directors in discharging their roles and responsibilities as Directors of the Company. Their attendances at the Board Meeting during the financial year ended 31 December 2013 are as follow:

Directors Designation Meetings Attended %

Mr. Seow Khim Soon Executive Chairman 4/5 80

Dr. Mohd Amir Sharifuddin Non-Independent B. Hashim Non-Executive Deputy Chairman 5/5 100

Mr. Ham Hon Kit Managing Director 5/5 100

Ms. Seow Mei Lee Executive Director 5/5 100

Mdm. Wong Seow Mooi Executive Director 4/5 80

Mr. Yeoh Chin Hoe Independent 5/5 100 Non-Executive Director

Mr. Leow Bock Lim Independent 5/5 100 Non-Executive Director

En. Shaari Bin Haron Independent 5/5 100 Non-Executive Director

Mr. Lee Yuet Sum Independent 5/5 100 Non-Executive Director

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TrainingAll the Directors are encouraged to attend courses whether in-house or external as part of continue development in gaining relevant knowledge and updates. During the financial year ended 31 December 2013, the Directors received regular briefings and updates on the Group’s businesses, operations, risk management, internal controls, corporate governance, finance and any new or changes to the relevant legislation, rules and regulations.

Directors whom had attended external training during the financial year ended 31 December 2013 are as follow:

Directors Seminar/Training Attended

Mr. Yeoh Chin Hoe • Improving Audit Committee EffectivenessMr. Leow Bock Lim • Advocacy Session on Corporate Disclosure

Other Directors who did not attend external training program due to their busy travelling schedules had instead attended in house briefing on MCCG 2012 and gain other relevant knowledge through reading material and relevant trade discussion and functions conducted both locally and internationally.

UPHOLD INTEGRITY IN FINANCIAL REPORTING

Compliance with Applicable Financial Reporting StandardsThe Audit Committee assists the Board in reviewing the financial statements which are prepared in accordance with the provisions of Company Act, 1965 and the applicable accounting standards in Malaysia, and ensures that they give an accurate, adequate and complete reporting in order for the Board to present during quarterly results and annual audited results announcements. Assessing the Suitability and Independence of External Auditors

The Audit Committee conducts annual review of the suitability and independence of External Auditors, The Audit Committee meets with External Auditors at least twice a year to discuss audit plan, findings and financial statements, at least one of these meetings is without the presence of any Executive Director and the Management. The External Auditors also made a representation in their 2013 Group Audit Plan to reaffirm their independency of their engagement.

RECOGNISE AND MANAGE RISKS

Risk Management FrameworkThe Company has set up a Risk Management work group comprising the Executive Director and Management staffs. This work group will assist the Board to manage risks and promote sustainability through a structural risk management framework.

Internal Audit FunctionThe internal audit function of the Group is out-sourced to a professional firm which adopts

a risk based audit approach in discharging their responsibilities. They review company’s system of internal control, review of effectiveness of corporate governance, risk management, regulatory compliances and report on its adequacy and efficiency to the Audit Committee.

ENSURE TIMELY AND HIGH QUALITY DISCLOSURE

Corporate Disclosure PolicyThe Company aims to maintain a clear, transparent and

informed communication channel with its shareholders and potential investors. The Company has delegated certain Executive Directors and Management staffs to be the spoke-persons on official business and

corporate announcements. There is also a “Contact Us” icon in our Corporate Website to allow any inquiry to be communicated to the right channel and obtain a response within a reasonable time.

Leveraging on Information Technology for Effective Dissemination of Information An official “Investor Relations” (“IR”) section is incorporated in the Company’s website, it provides relevant information on Company’s announcement on a timely basis.

STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

Encourage Shareholder Participation at General MeetingsThe Company serves ample notice to shareholders regarding details of General Meetings, their rights and entitlements to attend the meetings. The Company also encourages shareholders to attend or appoint appropriate proxies with no qualification restriction who will have equal rights as members to speak at the meetings.

Encourage Poll VotingThe Chairman will inform shareholders of their right to demand for poll voting in the General Meetings. The Company will conduct poll voting if so requested by shareholders in the meetings.

Effective Communication and Proactive Engagement with ShareholdersThe Company, Board members and senior management will actively and promptly communicate with key shareholders, minority shareholders and potential institutional and public investors about the development of company business plan and results through timely official public announcement and meetings, to understand shareholders’ concerns and expectations in order to plan, formalize and realign corporate direction in achieving the performance and common goals expected by shareholders, Board members and the management.

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Audit Committee ReportMEMBERS OF THE AUDIT COMMITTEE

The members of the Audit Committee (“the Committee”) are as follows:-

n Yeoh Chin Hoe (Chairman) Independent Non-Executive Director

n Leow Bock Lim Independent Non-Executive Director

n Shaari Bin Haron Independent Non-Executive Director

TERMS OF REFERENCE

The Committee is governed by the following terms of reference:

1. Composition

The Committee shall be appointed from amongst the board and shall comprise at least three (3) members, a majority of whom shall be independent directors. All members of the Committee shall be non-executive directors.

All members of the Committee shall be financially literate and at least one shall be a member of the accounting association or body.

All members of the Committee, including the chairman, will hold office only so long as they serve as directors of the Company. Should any member of the committee ceases to be a director of the Company, his membership in the committee would cease forthwith.

In the event of any vacancy with the result that the

number of members is reduced to below three, the vacancy must be filled within three (3) months.

2. Chairman

The chairman, who shall be elected by the Committee, must be an independent director.

3. 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.

4. Meetings

The quorum for a meeting shall be two (2) members, provided that the majority of members present at the meeting shall be independent.

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The finance director, the representative of internal audit and the external audit shall normally attend meetings. Other board members may attend meetings upon the invitation of the Committee. However, the Committee shall be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the company, whenever deemed necessary.

The chairman of the Committee shall engage on a continuous basis with senior management, such as the chairman, the chief executive officer, the finance director, the head of internal audit and the external auditors in order to be kept informed of matters affecting the Company.

Meetings shall be held four (4) times a year or at a frequency to be decided by the Committee.

5. Rights

The Committee shall:-

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

(b) have the necessary resources which it needs to perform its duties;

(c) have full and unrestricted access to any information which it requires in the course of performing its duties;

(d) have unrestricted access to the chief executive officer and the chief financial officer;

(e) have direct communication channels with the external auditors and internal auditors; and

(f) be able to obtain independent professional or other advice in the performance of its duties at the cost of the Company.

6. Duties

The duties of the Committee shall include a review of:-

(a) the nomination of external auditors; (b) the adequacy of existing external audit

arrangements, with particular emphasis on the scope and quality of the audit;

(c) the adequacy and effectiveness of the internal control and management information systems;

(d) the financial statements of the Company with both the external auditors and management;

(e) the external auditors’ audit report;(f) any management letter sent by the

external auditors to the Company and the management’s response to such letter;

(g) any resignation of the Company’s external auditors;

(h) the assistance given by the Company’s officers to the external auditors;

(i) all areas of significant financial and operational risks and the arrangements in place to contain those risks to acceptable levels;

(j) all related-party transactions and potential conflict of interests situations; and

(k) the internal audit function including:-i. the adequacy of the scope, functions,

competency and resources of the internal audit function, and that it has the necessary authority to carry out its work; and

ii. the internal audit programme and the results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.

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ATTENDANCE OF MEETINGS

There were five meetings held during the financial year ended 31 December 2013 (“FY 2013”). The details of attendance of each member at the Committee meetings held during the financial year are stated below:

Directors Directorship Meetings Attended %Yeoh Chin Hoe (Chairman) Independent Non-Executive Director 5/5 100Leow Bock Lim Independent Non-Executive Director 5/5 100Shaari Bin Haron Independent Non-Executive Director 5/5 100

The partner of the external auditors, Executive Director and relevant members of senior management team attended the meetings upon the invitation of the Committee.

Deliberations during the Committee’s meeting including issues discussed and decisions were recorded. Minutes of the Committee’s meetings would be tabled for confirmation at the next Committee’s meeting and subsequently tabled at the Board meeting for notation.

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23

SUMMARY OF ACTIVITIES

The activities carried out by the Committee during the FY 2013 including:-

(a) Reviewed the unaudited quarterly financial results before recommending the same for the Board’s approval.

(b) Reviewed the annual audited financial statements of the Group together with the external auditors before recommending the same for the Board’s approval.

(c) Reviewed the audit plan of internal and external

auditors.

(d) Reviewed the related party transactions within the Group for compliance with Bursa Malaysia Securities Berhad Main Market Listing Requirements.

(e) Considered and recommended the audit fees payable to the internal and external auditors for the Board’s approval.

(f) Reviewed the internal audit reports, audit recommendations made and the Management’s response to these recommendations. Where appropriate, the Committee had directed the Management to ratify or improve the current system based on the internal auditors’ recommendation for improvement.

(g) Review of the adequacy and competency of the internal audit function and the profiles of the internal auditors.

(h) Reviewed and approved the Audit Committee Report for the inclusion in the Company’s Annual Report.

INTERNAL AUDIT FUNCTION

The internal audit function has been outsourced, which reports directly to the Committee. The primary responsibility of the internal audit function is to review the Company’s system of control and report on its adequacy, effectiveness and efficiency to the Committee. The internal audit function adopts a risk based audit approach in auditing objectively to provide assurance that risks are mitigated to acceptable levels. Summary of Internal Audit activities for the FY 2013 were:

1. Developing the annual internal audit plan and proposing this plan to the Committee.

2. Conducting scheduled internal audit engagements, using the risk based audit approach and focusing primarily on the assessment of the effectiveness of internal controls. The internal auditors’ findings are highlighted in the following three (3) categories:-

a) Findings of significant importance for senior management’s attention.

b) Non-compliance.c) Areas for improvement.

Management response thereto were obtained and included in the internal audit report.

3. Conducting follow-up reviews to assess if appropriate action has been taken to address issues highlighted in previous audit reports.

4. Presenting audit findings to the Committee for consideration.

The total cost incurred for the Group’s internal audit function during the financial year was approximately RM35,000.00. 23

Statement on Risk Management and

Internal Control

Responsibility

The Board of Directors (“The Board”) is ultimately responsible and accountable for the effectiveness and adequacy in maintaining the Group’s overall system of internal control and risk management. The Board will continue review and ensure a proper system is in place to manage the Group’s key risk areas within an acceptable risk profile to achieve the Group’s business objectives, safeguard the Group assets as well as the interest of shareholders, customers, regulators and employees.

The Board has established an ongoing process for identifying, evaluating and managing significant risks faced by the Group, this process includes reviewing and improving the risk management and internal control system as and when there are changes to the business environment or regulatory guidelines, it is guided by the Statement on Risk Management & Internal Control: Guidelines for Directors of Listed Issuers.

The management assists the Board in the implementing the Board’s policies and procedures on risk and control

by identifying and assessing the risks faced, and designing suitable internal controls to mitigate and manage these risks.

In view of the limitations inherent in any system of internal control, such a system is designed to monitor the Group’s key areas of risk within an acceptable risk profile, rather than eliminate the risk of failure to achieve the policies and business objectives of the Group.

Key Activities for Risk Management and Internal Control

The Group’s key activities that have been established for continue reviewing and evaluating the effectiveness and adequacy of the risk management and internal control system include:

• The Executive Board conduct regular meetings with all business unit heads from time to time to ensure all Group’s operations are in accordance with the corporate objective, business direction, policies and strategies approved by the Board, assisted by respective key management staffs;

• The Audit Committee members are Independent Non-Executive Directors. The Committee has full access to the key management staffs, internal and external auditors;

• Clear defined delegation of responsibilities and Business Code of Conduct have been provided to Executive Board members and key management staffs, to ensure that appropriate risk management and control policies and procedures are in place to mitigate potential risk;

• Operational structure with defined lines of responsibility and delegation of authority is in place. Reporting structures have also been established to provide clear documentation and auditable trail of accountability;

• A risk assessment and profiling exercise had been conducted within the Group in 2013 to identify high risk areas that the Group’s immediate attention and actions;

• A Risk Management work group was formed by key management staffs with responsibilities to regularly review the risk management framework;

• The Executive Board receive periodic performance reports from the respective business units, these reports include financial and operational information to monitor the achievement progress of corporate objectives set as well as compliance of the required standards and guidelines set by the respective regulatory bodies;

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• Periodic internal audit has been conducted by an independent party to monitor compliance with operating policies and procedures as well as code of corporate governance, always highlighted significant risk, area of weaknesses and non-compliances for immediate rectification or further enhancement;

• Continued review by the key management staffs on system of internal control and standard operating procedures;

• Executive Directors’ active involvement in daily operations enable control of operational procedures are complied and reviewed;

• Regular Board Meetings highlight and discuss important issues. This ensures the Board of Directors supervises and implements appropriate controls and regularly reviews the adequacy of such control on major area from time to time;

• Top-level reviews and analysis of actual operational results versus organizational goals or plans, metrics, and other key performance indicators (KPIs);

• The Board has received assurance from the Group Managing Director and the Financial Controller that the Group’s risk management and internal control system is operating adequately and effectively in all material aspects.

Internal Audit Function

The Board of Directors had outsourced the internal audit function of the Group to an independent external party (“IEP”) to assist the Audit Committee to provide assurance to Management and the Board that all internal controls are in place, adequate, and functioning effectively within the acceptable level of expectations.

Activities of IEP are guided by the Annual Audit Strategy Planning Memorandum which is reviewed and approved by the Audit Committee on a yearly basis. The risk-based audit plan is developed to cover operational

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and functional controls as well as financial management that are significant to the overall performance of the Group. The IEP will prepare the internal audit reports and discuss with and obtain relevant Management response to ensure their factual accuracy before reporting to the Audit Committee on periodic basis. The Board and the Management will continue putting efforts to ensure completion of remedial actions and improvement on the internal control system in response to the recommendations highlighted in the internal audit reports.

Review of the Statement by External Auditors

The external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the Annual Report for the financial year ended 31 December 2013.

Based on the procedures performed, nothing has come to their attention that causes them to believe that the Statement on Risk Management and Internal Control is not prepared, 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.

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26

Directors’ Responsibilities

Statements

a) The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for each financial year which have been made out in accordance with the provisions of the Act and Malaysian Financial Reporting Standards and International Financial Reporting Standards.

b) The Directors are responsible to take reasonable steps to ensure that the financial statements give a true and fair view of the state of affairs of the Group and of the Company, and of the results of the operations and cash flows of the Group and of the Company for the financial year.

c) In preparing the financial statements, the Directors have:

• adopted suitable accounting policies and applied them consistently;

• made judgements and estimates that are reasonable and prudent; and

• prepared financial statements on a going concern basis.

d) The Directors are responsible to ensure that the Group and the Company maintain accounting records which disclose with reasonable accuracy the financial position of the Group and of the Company, and which enable them to ensure that the financial statements comply with the Act.

e) The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group, and to detect and prevent fraud and other irregularities.

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27

FOR THE ANNUAL AUDITED FINANCIAL STATEMENTS

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2828

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Directors’ Report 30

Statement by Directors 34

Statutory Declaration 34

Independent Auditors’ Report 35

Statements of Profit Or Loss and Other Comprehensive Income 37

Statements of Financial Position 38

Consolidated Statement of Changes in Equity 40

Statement of Changes in Equity 41

Statements of Cash Flows 42

Notes to the Financial Statements 44

Supplementary Information- Disclosure of realised and unrealised profits 87

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30

DIRECTORS’ REPORT

The Directors have pleasure in submitting their Report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2013. PRINCIPAL ACTIVITIES The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described in Note 12 to the Financial Statements. There have been no significant changes in the nature of these activities during the financial year. FINANCIAL RESULTS Group Company RM RM

Profit for the year attributable to :- Owners of the Company 270,751 4,267,007 Non-controlling interests 31,887 - 302,638 4,267,007 DIVIDEND No dividend has been paid or declared by the Company since the end of the previous financial year.

The Board of Directors does not recommend any final dividend for the current financial year ended 31 December 2013. RESERVES AND PROVISIONS There were no material transfers to or from reserves and provisions during the financial year except as disclosed in the financial statements. DIRECTORS The Directors who served on the Board of the Company since the date of the last Report and at the date of this Report are :- Seow Khim SoonMohd. Amir Sharifuddin Bin HashimHam Hon KitYeoh Chin HoeLeow Bock LimWong Seow MooiSeow Mei LeeShaari Bin HaronLee Yuet Sum

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31

DIRECTORS’ REPORT (CONT’D)

DIRECTORS’ INTERESTS

The Directors holding office at the end of the financial year and their interests in the share capital of the Company and the holding company during the financial year were as follows:- Ordinary shares of RM0.50 each Balance Balance at 1.1.2013 Acquired Disposed at 31.12.2013

The Company Seow Khim Soon - indirect 66,933,056 - - 66,933,056 Ham Hon Kit - direct 800,000 - - 800,000 Wong Seow Mooi - indirect 66,933,056 - - 66,933,056 Mohd. Amir Sharifuddin Bin Hashim - indirect 13,264,392 - - 13,264,392 Lee Yuet Sum - direct 133,332 - - 133,332 Ordinary shares of RM1 each Balance Balance at 1.1.2013 Acquired Disposed at 31.12.2013

Holding company - Marvellous Future Sdn. Bhd. Seow Khim Soon - direct 6,120,001 - - 6,120,001 Wong Seow Mooi - direct 4,200,001 - - 4,200,001 Seow Mei Lee - direct 840,000 - - 840,000 By virtue of Messrs. Seow Khim Soon’s, Wong Seow Mooi’s and Seow Mei Lee’s interests in the holding company, they are deemed to be interested in the shares of the Company and all the subsidiaries of the Company to the extent of the Company’s interests in the respective subsidiaries as disclosed in Note 12 to the Financial Statements. Mohd. Amir Sharifuddin Bin Hashim has deemed interest in the shares of the Company and all the subsidiaries.

None of the other Directors holding office as at 31 December 2013 had any interest in the shares of the Company and its related corporations during the financial year.

DIRECTORS’ BENEFITS During and at the end of the financial year, no arrangement subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by Directors as shown in the financial statements of the Group and of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except as disclosed in the notes to the financial statements.

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32

DIRECTORS’ REPORT (CONT’D)

STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps :- (a) to ascertain that proper action has been taken in relation to the writing off of bad debts and the making of

allowance for doubtful debts and satisfied themselves that all known bad debts have been written off and that adequate allowance has been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records of the Group and of the Company in the ordinary course of business 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 :- (a) which would render the amount writing off for bad debts or the amount of the allowance for doubtful debts in

the financial statements of the Group and of the Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and of the

Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group

and of the Company misleading or inappropriate.

At the date of this Report, there does not exist :- (a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year

which secures the liability of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group and of the Company to meet their obligations as and when they fall due.

OTHER STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS The Directors state that :- At the date of this Report, they are not aware of any circumstances not otherwise dealt with in this Report or the financial statements of the Group and of the Company which would render any amount stated in the respective financial statements misleading.

In their opinion, (a) the results of the operations of the Group and of the Company during the financial year were not substantially

affected by any item, transaction or event of a material and unusual nature; and (b) there has not arisen in the interval between the end of the financial year and the date of this Report any item,

transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this Report is made.

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DIRECTORS’ REPORT (CONT’D)

SIGNIFICANT EVENT DURING THE FINANCIAL YEAR

On 19 December 2013, the Company was proposing to undertake the Proposed Bonus Issue of 60,000,000 free warrants on the basis of one (1) warrant for every two (2) existing ordinary shares of RM0.50 each in the Company.

The approval from Bursa Malaysia Securities Berhad (“Bursa Securities”) on the proposal was obtained subsequent to the year end and was approved by the shareholders of the Company at the Extraordinary General Meeting held on 28 January 2014.

The listing and quotation of the warrants on main market was granted by Bursa Securities with effective from 9.00 a.m., 4 April 2014.

HOLDING COMPANY The Directors regard Marvellous Future Sdn. Bhd., a company incorporated in Malaysia as the holding company. AUDITORS The auditors, Messrs. HLB Ler Lum, Chartered Accountants, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors,

Seow Khim Soon

Dated : 29 April 2014 Ham Hon KitKuala Lumpur

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34

STATEMENT BY DIRECTORS

STATUTORY DECLARATION

We, SEOW KHIM SOON and HAM HON KIT, being two of the Directors of VOIR HOLDINGS BERHAD, do hereby state that, in the opinion of the Directors, the accompanying financial statements 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 financial position of the Group and of the Company as at 31 December 2013 and of their financial performance and cash flows for the year then ended. The supplementary information set out in the financial statements has been prepared in accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad (“Bursa Malaysia”) Listing Requirements, as issued by the Malaysian Institute of Accountants and the directive of Bursa Malaysia.

Signed on behalf of the Board in accordance with a resolution of the Directors,

Seow Khim Soon

Dated : 29 April 2014 Ham Hon KitKuala Lumpur

I, TANG KIAN HIONG, being the officer primarily responsible for the financial management of VOIR HOLDINGS BERHAD, do solemnly and sincerely declare that to the best of my knowledge and belief the accompanying financial statements are correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the abovenamed TANG KIAN HIONG at Kuala Lumpur on 29 April 2014 Tang Kian Hiong

Before me :

Commissioner for Oaths

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35

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF VOIR HOLDINGS BERHAD

Report on the Financial Statements

We have audited the financial statements of Voir Holdings Berhad, which comprise the Statements of Financial Position of the Group and of the Company as at 31 December 2013, and the Statements of Profit or Loss and Other Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 37 to 86.

Directors’ Responsibility for the Financial Statements

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

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation of financial 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 financial statements.

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company as of 31 December 2013 and of their financial performance and cash flows for the year then ended in accordance with Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”) 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 have been properly kept in accordance with the provisions of the Act.

b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes.

c) Our audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.

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36

INDEPENDENT AUDITORS’ REPORT (CONT’D) TO THE MEMBERS OF VOIR HOLDINGS BERHAD

Other Reporting Responsibilities

The supplementary information set out on page 87 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the financial 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 Profits 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.

HLB LER LUM AF 0276 Chartered Accountants

LUM TUCK CHEONGDated : 29 April 2014 1005/3/15(J/PH)Kuala Lumpur Chartered Accountant

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37

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2013

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Group Company 2013 2012 2013 2012 Note RM RM RM RM Revenue 4 181,848,867 183,255,803 6,130,000 4,597,500 Cost of sales 5 (93,125,644) (93,887,985) - - Gross profit 88,723,223 89,367,818 6,130,000 4,597,500 Other operating income 2,899,316 1,039,624 - - Selling & distribution costs (75,048,679) (69,520,436) - - Administration expenses (12,664,876) (12,303,738) (398,836) (384,736) Finance costs 6 (2,115,311) (2,004,750) - - Share of results of an associate (80,479) (40,934) - - Profit before tax 7 1,713,194 6,537,584 5,731,164 4,212,764 Income tax expense 8 (1,410,556) (2,780,778) (1,464,157) (1,083,569) Profit for the year 302,638 3,756,806 4,267,007 3,129,195 Other comprehensive income, net of tax - - - - Total comprehensive income for the year 302,638 3,756,806 4,267,007 3,129,195 Profit and total comprehensive income attributable to: Owners of the Company 270,751 3,885,790 4,267,007 3,129,195 Non-controlling interests 31,887 (128,984) - - 302,638 3,756,806 4,267,007 3,129,195 Earnings per share for the year attributable to owners of the Company (sen) - Basic 9 0.23 3.24

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38

STATEMENTS OF FINANCIAL POSITIONAS AT 31 DECEMBER 2013

Group Company 2013 2012 2013 2012 Note RM RM RM RM ASSETS Non-current assets Property, plant & equipment 10 19,515,577 25,953,765 - - Investment properties 11 4,502,009 7,202,961 - - Investment in a subsidiary 12 - - 69,432,987 66,018,589 Investment in an associate 13 58,587 139,066 - - Other investments 14 17,484 17,484 - - Intangible assets 15 634,304 708,929 - - Deferred tax assets 24 - 20,810 - -

24,727,961 34,043,015 69,432,987 66,018,589

Current assets Inventories 16 92,598,185 89,411,703 - - Trade receivables 17 24,503,242 24,436,245 - - Other receivables, deposits & prepayments 17 14,234,106 11,805,531 95,532 4,752 Income tax assets 246,858 370,232 239,358 285,099 Fixed deposit 19 - 210,000 - - Cash & bank balances 2,184,194 2,818,052 50,899 48,216

133,766,585 129,051,763 385,789 338,067

Total assets 158,494,546 163,094,778 69,818,776 66,356,656

EQUITY AND LIABILITIES Equity Share capital 20 60,000,000 60,000,000 60,000,000 60,000,000 Share premium 21 101,898 101,898 101,898 101,898 Retained earnings 28,487,367 28,216,616 8,106,506 3,839,499

Equity attributable to owners of the Company 88,589,265 88,318,514 68,208,404 63,941,397

Non-controlling interests 142,729 110,842 - -

Total equity 88,731,994 88,429,356 68,208,404 63,941,397

Non-current liabilities Borrowings 22 3,762,258 5,845,732 - - Deferred tax liabilities 24 532,142 1,315,443 - -

4,294,400 7,161,175 - -

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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STATEMENTS OF FINANCIAL POSITION (CONT’D)AS AT 31 DECEMBER 2013

Group Company 2013 2012 2013 2012 Note RM RM RM RM Current liabilities Trade payables 25 18,963,714 23,194,942 - - Other payables, deposits & accruals 25 10,503,322 10,874,087 95,756 77,490 Borrowings 22 35,664,708 32,733,767 - -Amount due to subsidiaries 12 - - 1,514,616 2,337,769 Income tax liabilities 336,408 701,451 - -

65,468,152 67,504,247 1,610,372 2,415,259

Total liabilities 69,762,552 74,665,422 1,610,372 2,415,259

Total equity and liabilities 158,494,546 163,094,778 69,818,776 66,356,656

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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40

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2013

Attributable to owners of the Company Non-distributable Distributable Non- Share Share retained controlling Total capital premium earnings Total interests equity RM RM RM RM RM RM Balance at 1 January 2012 60,000,000 101,898 24,622,099 84,723,997 98,553 84,822,550 Total comprehensive income for the year - - 3,885,790 3,885,790 (128,984) 3,756,806

Transactions with owners of the Company:- Changes in ownership interests in a subsidiary - - (291,273) (291,273) 141,273 (150,000)

Balance at 31 December 2012 60,000,000 101,898 28,216,616 88,318,514 110,842 88,429,356 Total comprehensive income for the year - - 270,751 270,751 31,887 302,638

Balance at 31 December 2013 60,000,000 101,898 28,487,367 88,589,265 142,729 88,731,994

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2013

Attributable to owners of the Company Non-distributable Distributable Share Share retained Total capital premium earnings equity RM RM RM RM Balance at 1 January 2012 60,000,000 101,898 710,304 60,812,202 Total comprehensive income for the year - - 3,129,195 3,129,195 Balance at 31 December 2012 60,000,000 101,898 3,839,499 63,941,397 Total comprehensive income for the year - - 4,267,007 4,267,007 Balance at 31 December 2013 60,000,000 101,898 8,106,506 68,208,404

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED 31 DECEMBER 2013

Group Company 2013 2012 2013 2012 RM RM RM RM Cash flows from operating activities Profit before tax 1,713,194 6,537,584 5,731,164 4,212,764 Adjustment for:- Allowance for impairment on receivables 388,485 - - - Amortisation 74,625 38,312 - - Bad debts written off 2,749 - - - Depreciation 8,855,393 6,939,527 - - Dividend income (202) (109) (6,130,000) (4,597,500) Inventories written down 556,273 - - - Inventories written off 347,760 712,153 - - Interest expenses 2,115,311 2,004,750 - - Interest income (846) (14,952) - - Gain on disposal of property, plant & equipment (1,511,095) (134,663) - - Property, plant & equipment written off 2,722,523 558,828 - - Share of loss of equity-accounted investee 80,479 40,934 - - Unrealised loss on foreign exchange 13,815 150 - - Operating profit/(loss) before working capital changes 15,358,464 16,682,514 (398,836) (384,736) Increase in inventories (4,090,516) (11,651,550) - - Decrease/(increase) in receivables 605,714 (1,823,115) (90,780) 9,568 (Decrease)/increase in payables (4,616,090) 4,647,283 18,266 (16,931) Changes in inter-company balances - - (4,237,551) (3,059,754) Cash generated from/(absorbed by) operations 7,257,572 7,855,132 (4,708,901) (3,451,853) Dividends received 201 109 4,597,500 3,448,125 Interest received 846 14,952 - - Interest paid (2,142,831) (2,015,719) - - Income tax paid (2,647,760) (3,410,120) - - Income tax refund 233,044 - 114,084 - Net cash from/(used in) operating activities 2,701,072 2,444,354 2,683 (3,728)

Cash flows from investing activities Acquisition of remaining equity interests in a subsidiary - (150,000) - - Acquisition of an associate - (180,000) - - Proceeds from disposal of property, plant & equipment 713,835 139,499 - - Purchase of property, plant & equipment (4,906,515) (7,866,034) - - Net cash used in investing activities (4,192,680) (8,056,535) - -

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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STATEMENTS OF CASH FLOWS (CONT’D)FOR THE YEAR ENDED 31 DECEMBER 2013

Group Company 2013 2012 2013 2012 RM RM RM RM Cash flows from financing activities Proceeds from borrowings 3,892,871 3,815,339 - - Repayment of borrowings (3,318,382) (2,224,073) - - Net cash from financing activities 574,489 1,591,266 - - Net changes in cash and cash equivalents (917,119) (4,020,915) 2,683 (3,728)Effect of exchange rate change on cash held 281 (150) - - Cash and cash equivalents brought forward (3,983,661) 37,404 48,216 51,944 Cash and cash equivalents carried forward (4,900,499) (3,983,661) 50,899 48,216 NOTES TO THE STATEMENTS OF CASH FLOWS (a) Cash and cash equivalents comprise:- Fixed deposits - 210,000 - - Cash & bank balances 2,184,194 2,818,052 50,899 48,216 Bank overdrafts (7,084,693) (7,011,713) - - (4,900,499) (3,983,661) 50,899 48,216 (b) Analysis of foreign currency exposure profile of cash and cash equivalents is as follows:- Ringgit Malaysia (RM) (4,904,668) (3,987,517) 50,899 48,216 United States Dollar (USD) 4,169 3,856 - - (4,900,499) (3,983,661) 50,899 48,216 (c) Analysis of purchase of property, plant & equipment:- Cash 4,906,515 7,866,034 - - Finance lease arrangements 200,000 200,000 - - 5,106,515 8,066,034 - -

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

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NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION The Company is principally engaged in investment holding. The principal activities of the subsidiaries are described

in Note 12 to the Financial Statements. The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the

Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”). The address of the registered office of the Company is as follows :- B-3-9, 3rd Floor, Block B Megan Avenue II 12, Jalan Yap Kwan Seng 50450 Kuala Lumpur The address of the principal place of business of the Company is as follows :- Lot 1878, Jalan KPB 9 Kawasan Perindustrian Kampung Baru Balakong Off Jalan Balakong 43300 Seri Kembangan Selangor Darul Ehsan 2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s operations are subject to a variety of financial risks, including market risk (which comprises of equity

price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk. The Group’s financial risk management policy seeks to ensure that adequate resources are available to manage

the above risks and to create value for its shareholders. The Board regularly reviews these risks and approves treasury policies, which covers the management of these risks. It is not the Group’s policy to engage in speculative transactions.

(a) Credit risk Credit risk is the potential exposure of the Group to losses in the event of non-performance by counterparties.

The Group is exposed to credit risk mainly from its receivables and advances. The Group minimises credit risk by extending credit to the entities that are creditworthy. The Group uses the available financial information supplied by independent rating agencies to rate its major customers where available and, to base upon its own established credit evaluation and monitoring guidelines.

The detailed information regarding the ageing of trade receivables is disclosed in Note 17 to the Financial Statements.

(b) Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in meeting its financial obligations as result of

funds shortage. The Group practises prudent liquidity risk management policies and maintains sufficient levels of cash and credit facilities for working capital and contingent funding requirements.

The maturity analysis of the Group’s and the Company’s financial liabilities based on undiscounted contractual payments are as disclosed in Note 29 to the Financial Statements.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)

(c) Interest rate risk

Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Group is exposed to interest rate risk because companies in the Group borrow funds at floating interest rates. The Group manages interest rate risk by obtaining the most favourable interest rates in the market.

The sensitivity analyses is determined based on the exposure to interest rate for the Group’s and the Company’s borrowings (excluding finance lease obligations) at end of the reporting period. The analysis is prepared assuming the amount of the borrowings was outstanding for the whole year. An increase/decrease of 50 basis points in interest rate and all other variables were held constant, it would result a variance of approximately RM194,680 (2012: RM190,440) in the Group’s profit before tax.

(d) Equity price risk

Equity price risk is the risk that the value of an equity instrument will fluctuate as a result of changes in market prices. The Group is exposed to equity price risk through the holding of quoted shares.

The Group manages its exposure to fluctuation in prices by monitoring the movement in the quoted price. The Group does not face significant exposure to equity price risk due to relatively small value in its investment in quoted shares.

(e) Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to foreign currency risk primarily through the outstanding amount from its trade payable accounts.

The Group does not hedge its currency exposures. The carrying amounts of trade payables which are unhedged are as disclosed in Note 25 to the Financial Statements.

The sensitivity analysis includes outstanding foreign currency denominated monetary items and adjusts their translation at the period end. A 5% strengthening/weakening of Ringgit Malaysia (“RM”) against the relevant foreign currencies would has increased/decreased the Group’s profit before tax by approximately RM14,060 (2012: RM30,660).

3. SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of preparation

The financial statements of the Group and of the Company have been prepared under the historical cost convention (unless stated otherwise in the significant accounting policies below) and comply with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.

The preparation of financial statements in conformity with Malaysian Financial Reporting Standards,

International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia requires the Directors to make estimates and exercise of judgement that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(A) Basis of preparation (cont’d)

The areas involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3(B) to the Financial Statements.

The financial statements are presented in Ringgit Malaysia, which is the Group’s and the Company’s functional currency.

(B) Significant accounting estimates and judgments

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the reported amounts of assets, liabilities, income and expenses within the next financial year are discussed below :-

(i) Estimated residual values and useful lives of property, plant & equipment

The Group’s businesses are fairly capital intensive. The depreciation charges form a component of the

total cost of the Statement of Profit or Loss and Other Comprehensive Income. The Group reviews the residual values and useful lives of property, plant & equipment at each reporting date in accordance with the accounting policy. The review is based on factors such as expected level of usage, business plans and strategies and future regulatory changes. The estimation of the residual values and useful lives involves significant judgment. Changes in the expected useful lives could impact the future depreciation charges.

The carrying amount of the Group’s property, plant and equipment is as disclosed in Note 10 to the Financial Statements. A variance of 5% in depreciation charge based on carrying amount of the Group’s property, plant & equipment as at reporting date would affect the Group’s profit or loss by approximately RM975,780 (2012: RM1,297,690).

(ii) Impairment of loans and receivables The Group assesses at each reporting date whether there is objective evidence that a financial asset

has been impaired. Impairment loss is calculated based on a review of the current status of existing receivables and historical collections experience.

The carrying amount of the Group’s and the Company’s loans and receivables (other than cash & bank balances) at the reporting date are disclosed in Note 29 to the Financial Statements. If the present value of estimated future cash flows varies by 1% from management’s estimates, the Group’s and the Company’s allowance for impairment will be increased by approximately RM376,390 (2012: RM345,640) and RM24 (2012: RM20) respectively.

(iii) Amortisation of intangible assets

Trademarks of the Group are amortised on the straight line basis over their estimated useful lives. The review on the estimated useful lives is based on factors such as expected level of usage, business plans and strategies and future regulatory changes. The estimation of the useful lives involves significant judgment. Changes in the expected useful lives could impact the future amortisation charges.

The carrying amount of the Group’s trademarks is as disclosed in Note 15 to the Financial Statements. If the estimated useful lives shorten by 1 year, the yearly impact to the Group’s profit before tax is at approximately RM8,300 (2012: RM8,300).

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(B) Significant accounting estimates and judgments (cont’d)

(iv) Estimated net realisable value of inventories When assessing inventories, estimates for their recoverability that arise from the expected consumption

of the corresponding items are neccessary. The adjustments for the inventories are calculated for each item using a stock coverage analysis. The parameters are checked annually and modified if necessary. Changes in sales or other circumstances can lead to the book value having to be adjusted accordingly.

(v) Deferred revenue for customer loyalty programmes

The Group is extending the rewarding points to its loyal customers based on the purchases of the Group’s products at its own retail shops. The accumulated points are then converted into cash vouchers according to the terms and conditions in force.

The estimation of deferred revenue is derived from the total outstanding unredeemed valid points at end of the reporting period. Discontinuing of the membership will affect the accumulated points earned by the customers and the points become invalid for redemption.

(C) Property, plant & equipment and depreciation

Property, plant & equipment are stated at cost less accumulated depreciation and accumulated impairment lossess. Cost includes expenditure that is directly attributable to the acquisition of the items. The cost of certain property, plant & equipment include the cost of dismantling, removal and restoration, the obligation of which was included as a consequence of installing the asset.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial year in which they are incurred.

Property, plant & equipment retired from active use and held for disposal are stated at the lower of net

book value and net realisable value.

Depreciation on property, plant & equipment is calculated on the straight line basis at rates required to write off the cost of the property, plant & equipment over their estimated useful lives. Capital in progress is not depreciated until the asset is ready for its intended use.

The principal annual rates of depreciation used are as follows :-

Long term leasehold land Over the remaining period of the respective leases Freehold building 2% Leasehold building 2% Leasehold condominium 2% Counter equipment, furniture & fittings 10% - 33.33% Furniture & fittings 10% - 33.33% Motor vehicles 10% - 20% Office equipment 10% - 33.33% Renovation & improvement 10% - 33.33% Tools & equipment 20% - 33.33%

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(C) Property, plant & equipment and depreciation (cont’d)

Residual value, useful life and depreciation method of assets are reviewed at each reporting date to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant & equipment.

Gains and losses on disposals are determined by comparing net disposal proceeds with net carrying amount and are recognised in profit or loss.

(D) Investment properties

Investment properties consist of land and buildings that are held for long-term either to earn rental income or for capital appreciation and are not occupied by the Group. Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the investment properties.

Investment in freehold land is not depreciated as it has an indefinite life. Depreciation on other investment properties is calculated using the straight line basis at rates required to write off the cost of the investment properties over their estimated useful lives as follows:

Long term leasehold land Over the remaining period of the respective leases Freehold building 2% Leasehold building 2%

Gain or loss on the retirement or disposal of an investment property is recognised in the profit or loss in the year in which it arises.

(E) Investment in subsidiaries and basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed, 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 fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date control ceases.

Subsidiaries are consolidated using the acquisition method of accounting except for certain business combinations which were accounted for using the merger method as for the acquisition of a subsidiary under common control.

Intragroup transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the

Group’s share of its net assets as of the date of disposal including the cumulative amount of any exchange differences that relate to the subsidiary is recognised in the consolidated profit or loss.

Investment in subsidiaries is measured in the Company’s financial statements at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments includes transaction costs.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(E) Investment in subsidiaries and basis of consolidation (cont’d)

(i) Acquisition method

Under the acquisition method of accounting, subsidiaries are fully consolidated from the date of which control is transferred to the Group and are de-consolidated from the date that control ceased. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the cost of acquisition over the fair value of the Group’s share of the subsidiaries’ identifiable net assets acquired is reflected as goodwill. Goodwill is retained in the Consolidated Statement of Financial Position at cost. Where an indication of impairment exists, the carrying amount of the net asset is assessed and written down immediately to its recoverable amount.

The excess of the fair value of the Group’s share of the subsidiaries’ identifiable net assets over the cost of acquisition at the date of acquisition is recognised directly in the profit or loss.

(ii) Merger method

Acquisition of a subsidiary, Kumpulan Voir Sdn. Bhd., is accounted for using merger accounting principles.

Under the merger method of accounting, the results of subsidiary are presented as if the merger had been effected throughout the current and previous years. The assets and liabilities combined are accounted for based on the carrying amounts from the perspective of the common control shareholder at the date of transfer.

On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting credit difference is classified as equity and regarded as a non-distributable reserve. Any resulting debit difference is adjusted against any suitable reserve. Any share premium, capital redemption reserve and any other reserves which are attributable to share capital of the merged enterprises, to the extent that they have not been capitalised by a debit difference, are reclassified and presented as movement in other capital reserves.

(iii) Loss of control

When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(iv) Non-controlling interests

Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company.

Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(E) Investment in subsidiaries and basis of consolidation (cont’d)

(v) Acquisition of non-controlling interests

The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity transactions between the Group and its non-controlling interest holders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group’s reserves.

(F) Associate

Associate is entity, including unincorporated entity, in which the Group has significant influence, but not control, over the financial and operating policies.

Investment in associate is accounted for in the consolidated financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution.

The cost of the investment includes transaction costs. The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the associate, after adjustments if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

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

When the Group ceases to have significant influence over an associate, it is accounted for as a disposal of the entire interest in that associate, with resulting gain or loss being recognised in profit or loss. Any retained interest in the former associate at the date when significant influence is lost is re-measured at fair value and this amount is regarded as the initial carrying amount of a financial asset.

When the Group’s interest in an associate decreases but does not result in a loss of significant influence, any retained interest is not re-measured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified proportionately to the profit or loss.

Investment in an associate is measured in the Company’s financial statements at cost less any impairment losses, unless the investment is classified as held for sale or distribution. The cost of investment includes transaction costs.

(G) Intangible assets

Trademark is recognised as intangible asset if it is probable that the future economic benefits that are attributable to such asset will flow to the enterprise and the costs of such asset can be measured reliably.

Trademarks of the Group are measured at cost less accumulated amortisation and any accumulated

impairment losses. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the trademark to which it relates, all other expenditure is recognised in profit or loss as incurred.

Amortisation is recognised in profit or loss on the straight line basis over the estimated useful lives of the trademarks. Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. The Group’s trademarks are amortised on the straight line basis over its estimated useful lives of 10 years.

The policy for the recognition and measurement of impairment losses is in accordance with Note 3(I) to the Financial Statements.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(H) Financial instruments

A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. The Group and the Company categorise financial instruments as follows: (i) A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset

from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise.

(a) Loans and receivables

Loans and receivables category comprises debt instruments that are not quoted in an active market, trade and other receivables and cash and cash equivalents. Subsequent to initial recognition, loans and receivables are measured at amortised cost using effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than twelve months after the reporting date which are classified as non-current.

(b) Available-for-sale financial assets

Available-for-sale category comprises investment in equity, club membership and debt securities instruments that are not held for trading. Available-for-sale financial assets that do not have a quoted market price in an active market and whose fair value can not reliably measured are stated at cost. Other financial assets are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for when the recognition of the fair value is insignificant.

Available-for-sale financial assets are classified as non-current assets unless they are expected

to be realised within twelve months after the reporting date.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets that require the delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the date that the Group and the Company commit to purchase or sell the asset.

(ii) A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable.

All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value through profit or loss. Fair value through profit or loss category comprises financial liabilities that are held for trading including derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument) or are specifically designated as such upon initial recognition. Financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair value with the gain or loss recognised in profit or loss.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(I) Impairment

(i) Financial assets All financial assets (except for financial assets categorised as fair value through profit or loss,

investment in subsidiary and investment in associate) are assessed at each reporting date whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash flows of the assets. Losses expected as a result of future events, no matter how likely, are not recognised. For an equity instrument, a significant decline in the fair value below its cost is an objective evidence of impairment.

An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.

An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation), less any impairment loss previously recognised and the asset’s current fair value. Where a decline in the fair value of an available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in other comprehensive income is classified from equity and recognised to profit or loss.

An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the current rate of return for similar financial asset. Impairment loss recognised in profit or loss for an investment in an equity instrument is not reversed through profit or loss.

If in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.

(ii) Non-financial assets

The carrying values of non-financial assets, other than inventories and deferred tax assets, are

reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine the amount of impairment loss.

An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds

its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there is separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

An impairment loss is recognised in profit or loss immediately, unless the asset is carried at revalued

amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of previously recognised revaluation surplus for the same asset.

Any subsequent increase in the recoverable amount of an asset is treated as 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 profit or loss immediately, unless the asset is carried at revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense in profit or loss, a reversal of that impairment loss is recognised as income in profit or loss.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(J) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average method and includes the actual cost of purchase and incidentals in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and applicable variable selling expenses.

(K) Finance leases

Leases of property, plant & equipment where the Group assumes substantially all the benefits and risks of ownership are classified as finance leases.

Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Lease payments are treated as consisting of a capital element and finance cost, the capital element reducing the obligation to the lessor and finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

Leasehold land which in substance is a finance lease is classified as property, plant and equipment.

(L) Operating lease

Leases, where the Group does not assume substantially all the risks and rewards of ownership are classified as operating lease. Payments made under operating leases are charged to profit or loss on the straight line basis over the lease period.

(M) Interest-bearing borrowings

Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received. Borrowing costs are recognised in the profit or loss in the period in which they are incurred.

(N) Income tax

Income tax on profit or loss for the financial year comprises current and deferred tax. Current tax is the

expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of prior years.

Deferred tax is recognised in full, using the liability method, on temporary differences arising between the

amounts attributable to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available

against which the temporary differences can be utilised. Deferred tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted

by the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Voir

Ho

ldin

gs

Berh

ad

(765

218-

V)

54

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(O) Employee benefits

(i) Short term employee benefits

Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the year when employees have rendered their services to the Group.

Short term accumulating compensated absences such as paid annual leave are recognised as

expenses when employees render services that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

Bonuses are recognised as an expense when there is a present, legal or constructive obligation to

make such payments, as a result of past events and when a reliable estimate can be made of the amount of the obligation.

(ii) Post-employment benefits

Defined contribution plan

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods.

As required by law, companies in Malaysia make contributions to the state pension scheme, the

Employees Provident Fund (“EPF”). Such contributions are recognised in profit or loss as incurred. Once the contributions have been paid, the Group has no further payment obligations.

(P) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group

and the revenue can be reliably measured. The specific recognition criteria for revenue are as follows :-

(i) Sale of goods

Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns, trade discounts and commission. Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyers, the associated costs and the amount of revenue can be measured reliably.

Sale of goods that result in award credits for customers are accounted for as multiple element revenue transactions and the fair value of the consideration received or receivable is allocated between the goods supplied and the award credits granted. The consideration allocated to the award credits is not recognised as revenue at the time of the initial sale transaction but is deferred and recognised as revenue when the award credits are redeemed or lapsed and the Group’s obligations have been fulfilled.

(ii) Sale of food and beverages

Revenue is measured at fair value of the consideration received or receivable, net of returns, trade discounts and commission, service tax and service charge. Revenue represents retail sales at the Group’s cafe outlets and is recognised at the point of sales.

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyers, the associated costs and the amount of revenue can be measured reliably.

An

nu

al R

ep

ort 2013

55

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(P) Revenue recognition (cont’d)

(iii) Rental income, royalty income and concessionaire fee received & receivable

Revenue is recognised on accrual basis in accordance with the substance of the relevant agreements.

(iv) Commission

Revenue is recognised on received and receivable basis unless collectibility is in doubt.

(v) Dividend income

Revenue is recognised when the shareholders’ right to receive the payment is established. (vi) Interest income

Revenue is recognised as the interest income accrues, taking into account the effective yield on the asset.

(Q) Foreign currency

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the retranslation at exchange rates at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the reporting date except for those that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

(R) Cash and cash equivalents Cash and cash equivalents consist of cash in hand, bank balances and overdrafts and highly liquid

investments which have an insignificant risk of changes in value. For the purpose of the Statements of Cash Flows, cash and cash equivalents are presented net of bank overdrafts.

Cash and cash equivalents (other than bank overdrafts) are categorised and measured as loans and receivables in accordance with policy in Note 3(H) to the Financial Statements.

4. REVENUE

Group Company 2013 2012 2013 2012 RM RM RM RM Sale of goods 172,136,721 171,333,786 - - Sale of food & beverages 5,777,009 8,200,346 - - Rental income 660,750 766,738 - - Royalty 253,183 234,500 - - Concessionaire fee 2,498,552 2,383,314 - - Commission 521,604 322,058 - - Dividend income 202 109 6,130,000 4,597,500 Interest income 846 14,952 - - 181,848,867 183,255,803 6,130,000 4,597,500

Voir

Ho

ldin

gs

Berh

ad

(765

218-

V)

56

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

5. COST OF SALES

Group 2013 2012 RM RM

Cost of inventories 90,377,766 90,945,201 Packaging & consumable materials 233,756 286,405 Inventories written down 556,273 - Inventories written off 347,760 712,153 Rental of premises 408,666 871,332 Royalties 1,201,423 1,072,894 93,125,644 93,887,985 6. FINANCE COSTS

Group 2013 2012 RM RM

Bank overdrafts interest 510,092 401,141 Bankers’ acceptance/Trust receipts/Letter of credit interest 1,150,927 1,012,217 Finance lease interest 21,862 18,721 Term loans interest 432,430 572,671 2,115,311 2,004,750

7. PROFIT BEFORE TAX

Group Company 2013 2012 2013 2012 RM RM RM RM Profit before tax is stated after charging:- Selling & distribution costs: Allowance for impairment on receivables 164,096 - - - Bad debts written off 2,749 - - - Business operators’ commission 5,729,074 1,788,388 - - Depreciation 7,715,298 6,084,517 - - Hostel rental 165,630 189,270 - - Property, plant & equipment written off 2,715,141 558,828 - - Rental of counters 17,817,542 18,019,308 - - Rental of equipment 300,501 234,819 - - Staff costs (including key management personnel) - salaries, commission, bonus, allowances & others 24,223,143 27,122,197 - - - defined contribution plan expense 2,242,694 2,577,188 - -

An

nu

al R

ep

ort 2013

57

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

7. PROFIT BEFORE TAX (cont’d)

Group Company 2013 2012 2013 2012 RM RM RM RM Profit before tax is stated after charging:- (cont’d)

Administration expenses: Auditors’ remuneration - current 111,000 109,500 20,000 20,000 - prior years - 6,700 - 2,500 Amortisation 74,625 38,312 - - Allowance for impairment on receivables 224,389 - - - Depreciation 1,140,095 855,010 - - Directors’ fees 210,000 234,000 162,000 162,000 Loss on disposal of property, plant & equipment - 3,336 - - Loss on foreign exchange - realised 10,623 2,768 - - - unrealised 14,096 150 - - Property, plant & equipment written off 7,382 - - - Rental of premises 1,661,250 1,559,100 1,650 1,500 Rental of equipment 30 30 30 30 Staff costs (including key management personnel) - salaries, commission, bonus, allowances & others 5,446,368 5,289,326 60,078 55,660 - defined contribution plan expense 606,948 577,830 - -

And crediting:- Gain on disposal of property, plant & equipment (1,511,095) (137,999) - - Gain on goods claimed (12,988) (24,289) - - Gain on foreign exchange - realised (12,773) (5,166) - - - unrealised (281) - - - Remuneration of key management personnel of the Group and of the Company are as follows:- Group Company 2013 2012 2013 2012 RM RM RM RM Directors: Short term employee benefits - fees 198,000 198,000 162,000 162,000 - salaries, allowances & other remuneration 1,263,959 1,234,530 40,750 41,750 Post employee benefits - defined contribution plan 127,547 125,016 - - 1,589,506 1,557,546 202,750 203,750

Voir

Ho

ldin

gs

Berh

ad

(765

218-

V)

58

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

7. PROFIT BEFORE TAX (cont’d)

Group Company 2013 2012 2013 2012 RM RM RM RM Other key management personnel: Short term employee benefits - fees 12,000 36,000 - - - salaries, allowances & other remuneration 1,636,624 1,297,012 - - Post employee benefits - defined contribution plan 194,884 152,784 - - 1,843,508 1,485,796 - - 3,433,014 3,043,342 202,750 203,750 The details of the nature and amount of remuneration received and receivable by the Directors from the Group

for the financial year ended 31 December 2013 are as follows:-

Salaries, allowances Defined & other contribution Fee remunerations plan Total RM RM RM RM

2013 Executive Directors 36,000 1,215,209 127,547 1,378,756 Non-executive Directors 162,000 48,750 - 210,750 198,000 1,263,959 127,547 1,589,506 2012 Executive Directors 36,000 1,192,780 125,016 1,353,796 Non-executive Directors 162,000 41,750 - 203,750 198,000 1,234,530 125,016 1,557,546 The number of Directors of the Company and their remunerations from the Group categorised within the

respective band for the financial year ended 31 December 2013 are as follows:-

2013 2012 No. of Directors No. of Directors Non- Non- Range of remuneration Executive Executive Executive Executive Below RM50,000 - 4 - 5 RM50,001 - RM100,000 - 1 - - RM100,001 - RM150,000 1 - 1 - RM250,001 - RM300,000 1 - 1 - RM300,001 - RM350,000 1 - 1 - RM600,001 - RM650,000 1 - 1 -

An

nu

al R

ep

ort 2013

59

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

8. INCOME TAX EXPENSE

Group Company 2013 2012 2013 2012 RM RM RM RM Malaysian income tax based on results for the year 2,173,690 2,745,909 1,464,157 1,083,274 Over-provision in prior years (643) (20,666) - 295 Deferred tax (Note 24) (762,491) 55,535 - - 1,410,556 2,780,778 1,464,157 1,083,569 A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income

tax expense at the effective income tax rate of the Group and of the Company is as follows :- Group Company 2013 2012 2013 2012 RM RM RM RM Profit before tax 1,713,194 6,537,584 5,731,164 4,212,764

Tax calculated at 25% 428,299 1,634,396 1,432,791 1,053,191 Non-deductible expenses 941,387 770,764 31,366 30,083 Non taxable income (316,441) - - - Over-provision in prior years (643) (20,666) - 295 Tax effects of unrecognised tax assets 357,954 396,284 - - 1,410,556 2,780,778 1,464,157 1,083,569 Subject to agreement with the Inland Revenue Board, the Company has exempt income of RM1,983,055 (2012:

RM1,983,055) pursuant to Section 12 of the Income Tax (Amendment) Act 1999, from which tax exempt dividends can be declared.

Effective from 1 January 2014, if the balance of retained earnings of the Company are to be distributed as

dividend , such distribution will be in accordance with the single tier tax system. Under this system, the Company is not required to have tax credits under Section 108 of the Income Tax Act, 1967 for dividend payment purposes. Dividends paid under the single tier system are tax exempt in the hands of shareholders.

9. EARNINGS PER SHARE (EPS)

Group 2013 2012

Basic EPS Profit attributable to owners of the Company (RM) 270,751 3,885,790 Weighted average number of ordinary shares in issue 120,000,000 120,000,000 Basic EPS (sen) 0.23 3.24 Diluted EPS (sen) N/A N/A Basic EPS of the Group is calculated by dividing the profit attributable to owners of the Company by the weighted

average number of ordinary shares outstanding during the financial year.

During the financial year ended 31 December 2013 and 2012, the Group does not have any convertible securities and accordingly diluted EPS is not applicable.

Voir

Ho

ldin

gs

Berh

ad

(765

218-

V)

60

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)10

. PR

OPE

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& E

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roup

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3

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A

t 31

.12.

2013

3

,090

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2

5,60

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7

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d D

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(3,

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A

t 31

.12.

2013

3

28,1

94

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313

1

,496

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1

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t 31

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2

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An

nu

al R

ep

ort 2013

61

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)10

. PR

OPE

RTY,

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& E

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1

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Voir

Ho

ldin

gs

Berh

ad

(765

218-

V)

62

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)10

. PR

OPE

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A

t 31

.12.

2012

3

,090

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2

6,77

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1

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t 1.

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99,5

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26,6

82

54,

600

2

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4

74,5

51

-

25,

426,

243

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(

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A

t 31

.12.

2012

2

68,9

88

12,

747,

264

1

,257

,320

2

,120

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3

,577

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-

2

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8

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66

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23,

392,

887

N

et B

oo

k V

alu

e

A

t 31

.12.

2012

2

,821

,676

1

4,02

9,58

7

2,0

22,0

20

978

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2

,200

,459

-

3

,306

,605

5

94,7

68

-

25,

953,

765

An

nu

al R

ep

ort 2013

63

NOTES TO THE FINANCIAL STATEMENTS (CONT’D)10

. PR

OPE

RTY,

PLA

NT

& E

QU

IPM

ENT

(co

nt’d

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up -

201

2

*

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d &

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of t

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hold

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(exp

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in 2

096)

in

208

5)

in 2

096)

in

208

5)

Tota

l

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st

RM

RM

RM

RM

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A

t 1.

1.20

12

1,6

29,4

68

258

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3

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

10. PROPERTY, PLANT & EQUIPMENT (cont’d) (a) Property, plant & equipment under finance lease

The net book value of the property, plant & equipment acquired under finance lease arrangements are as follows :-

Group 2013 2012 RM RM

Motor vehicles 967,917 952,497 (b) Security

The net book value of the property, plant & equipment that have been charged to financial institutions for facilities granted to the Group are as follows :-

Group 2013 2012 RM RM

Freehold land & buildings 1,510,558 1,543,147 Leasehold land & buildings 1,251,912 1,278,529 2,762,470 2,821,676 11. INVESTMENT PROPERTIES

Group 2013 2012 RM RM

Carrying amount: At 1 January 7,202,961 7,353,943 Depreciation charge (139,882) (150,982) Disposal (2,561,070) - At 31 December 4,502,009 7,202,961 Net Book Value: Cost 5,497,016 8,688,396 Accumulated depreciation (995,007) (1,485,435) At 31 December 4,502,009 7,202,961 Estimated fair value 6,180,000 9,330,000 Investment properties comprise a number of commercial lots and a factory building that are leased to third

parties. The fair values of all investment properties are determined using the comparison method based on the latest valuations performed by an accredited independent firm of professional valuers except for a vacant commercial lot with carrying amount of RM200,442 (2012: RM204,745) where the fair value can not be estimated due to lack of information on the market price for a similar property.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

11. INVESTMENT PROPERTIES (cont’d)

The following are recognised in profit or loss in respect of investment properties: Group 2013 2012 RM RM

Rental income 660,750 766,738 Direct operating expenses: Income generating investment properties 250,676 159,445 Non-income generating investment property 4,998 5,588 All investment properties of the Group have been charged to secure banking facilities granted to the Group.

Fair value of investment properties are categorised as follows:

2013 Level 1 Level 2 Level 3 Total

Group Freehold land & buildings - 900,000 - 900,000 Leasehold land & buildings - 5,280,000 - 5,280,000 - 6,180,000 - 6,180,000 The fair value of an asset to be transferred between levels is determined as of the date of the event or change

in circumstances that caused the transfer.

Level 1 Fair value is derived from quoted price (unadjusted) in active markets for identical investment properties that the

entity can access at the measurement date.

Level 2 Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable for the

investment property, either directly or indirectly.

Level 2 fair values of land & buildings have been generally derived using the sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot of comparable properties.

There is no transfer between Level 1 & Level 2 fair values during the financial year.

Level 3 Fair value is estimated using unobservable inputs for the investment property.

12. SUBSIDIARIES

(a) Investment in a subsidiary Company 2013 2012 RM RM

Unquoted shares, at cost 37,137,598 37,137,598 Equity capital contribution 32,295,389 28,880,991 69,432,987 66,018,589

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

12. SUBSIDIARIES (cont’d)

(b) Details of the subsidiaries are as follows :- Proportion of Country of ownership Incorporation interest and Name of Company and operation Principal Activities voting power 2013 2012 % %

Subsidiary of the Company:-

Kumpulan Voir Malaysia Property, investment 100 100 Sdn. Bhd. (“KVSB”) holdings, designing, branding & retailing of fashionable ladies’ apparels, footwear & accessories

Subsidiaries of KVSB:-

Applemints Apparels Malaysia Designing, branding & 100 100 Sdn. Bhd. retailing of fashionable ladies’, men’s & children’s apparels & accessories Graceful Hall Malaysia Food & beverage and 100 100 Sdn. Bhd. operate as an event organiser Green Point Malaysia Designing, branding & 100 100 Sdn. Bhd. retailing of casual wear, sportswear, footwear & accessories Radical Marketing Malaysia Inactive 100 100 Sdn. Bhd. Strong Reach Malaysia Designing, branding, 70 70 Sdn. Bhd. retailing of apparels & accessories, and operation of concession sales which the company is able to exercise control

Visual Joy Sdn. Bhd. Malaysia Inactive 100 100

Covo Cosmetics Malaysia Branding and retailing 100 100 Sdn. Bhd. of beauty and wellness products

All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held by the parent company do not differ from the proportion of ordinary shares held.

There were no changes during the year in the Group’s ownership interest in its subsidiaries.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

12. SUBSIDIARIES (cont’d)

(c) Details of non-wholly owned subsidiaries that have material non-controlling interests

No detail of the subsidiary with non-controlling interests is disclosed as it is immaterial to the Group.

(d) Amount due from/to subsidiaries

The amount due from/to subsidiaries are unsecured, interest free and repayable on demand. 13. INVESTMENT IN ASSOCIATE

Group 2013 2012 RM RM

Unquoted shares, at cost 180,000 180,000 Share of post-acquisition losses (121,413) (40,934) 58,587 139,066 Proportion of Country of ownership Incorporation interest and Name of Company and operation Principal Activities voting power 2013 2012 % %

Scud Retail (KL) Sdn. Bhd. Malaysia Retailing of sportswear 30 30 and related accessories

The associate is audited by a firm other than HLB Ler Lum.

The associate is accounted for using the equity method in the consolidated financial statements.

Scud Retail (KL) Sdn. Bhd. is in retailing of sportswear and related accessories. It is a strategic partnership for the Group, providing access to expertise in the retailing of the sportswear.

The summarised financial information of the associate is as follows: 2013 2012 RM RM

Assets and liabilities:- Cash and cash equivalents 16,603 60,305 Other current assets 285,170 314,179 Non-current assets 191,302 259,779 Total assets 493,075 634,263 Current liabilities (excluding trade payables) (199,112) (32,834) Other current liabilities (including trade payables) (98,672) (137,876) Total liabilities (297,784) (170,710)

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

13. INVESTMENT IN ASSOCIATE (cont’d)

2013 2012 RM RM

Results:- Revenue 375,274 216,718 Depreciation (68,476) (68,476) Loss from continuing operations (268,263) (136,447) Loss from discontinued operations - - Other comprehensive income - - Total comprehensive income (268,263) (136,447) Reconciliation of net assets to carrying amount of the associate recognised in the consolidated financial

statements: 2013 2012 RM RM

Net assets of the associate 195,291 463,553 The Group’s ownership interest in associate 30% 30% Goodwill - - Carrying amount of the Group’s interest in the associate 58,587 139,066 14. OTHER INVESTMENTS Group 2013 2012 RM RM

Non-current Available-for-sale financial assets: Quoted shares in Malaysia 2,484 2,484 Club membership 15,000 15,000 At cost 17,484 17,484

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

15. INTANGIBLE ASSETS Group 2013 2012 RM RM

Cost At beginning/end of the year 747,241 747,241 Accumulated amortisation At 1 Jan 38,312 - Amortisation charge 74,625 38,312 At 31 Dec 112,937 38,312 Net carrying amount 634,304 708,929 Trademarks of the Group are tested for impairment annually and whenever indication of impairment exists. No

impairment indicators existed during the year and hence there was no impairment charge.

Trademarks are allocated to the cash-generating units (“CGU”). The recoverable amount of a CGU was determined based on value-in-use calculations. Cash flow projections used in these calculations were based on the yearly financial budgets approved by the management.

Key assumptions used for value-in-use calculations: Growth rate The weighted average growth rates used were consistent with the management’s forecast in comparison with

the apparel retailing industry. Budgeted gross margin Management determines budgeted gross margin based on past performance on its internal resources efficiency

improvements and its expectations of the market development. Discount rate The discount rate used was pre-tax and reflected specific risks of the Group. Sensitivity to changes in assumptions With regard to the assessment of value-in-use of the CGUs, the management believes that reasonably possible

change in any of the above key assumptions would not cause the recoverable amounts of the units to fall significantly below their carrying values.

16. INVENTORIES

Group 2013 2012 RM RM

Finished goods 92,528,872 89,209,159 Raw & semi-processed foods and beverages 69,313 202,544 92,598,185 89,411,703

Included in inventories of the Group is amount of RM4,848,875 (2012: RM2,602,707), stated at net realisable value.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

17. TRADE AND OTHER RECEIVABLES Trade

Group 2013 2012 RM RM

Trade receivables (a) 24,668,133 24,437,040 Less: Allowance for impairment (i) (164,891) (795) 24,503,242 24,436,245 (a) Trade receivables Not past due and not impaired 19,386,675 18,920,914 Past due but not impaired: 1 to 30 days 3,093,259 3,553,925 31 to 60 days 173,870 219,648 61 to 90 days 10,706 66,488 More than 90 days 1,838,732 1,675,270

Impaired 164,891 795 24,668,133 24,437,040 (i) Movement in allowance accounts: At beginning of the year 795 795 Additions 164,096 - Write-off - - At end of the year 164,891 795 The normal credit terms of trade receivables granted by the Group range from 30 days to 180 days (2012: 30 days

to 180 days). They are recognised at their original invoiced amounts which represent their fair values on initial recognition.

The Group is exposed to a significant concentration of credit risk from 2 (2012: 2) trade receivables which represented approximately 42.6% (2012: 48.5%) of the carrying amount of the Group’s trade receivables at the reporting date.

At the reporting date, the management is confident that trade receivables that are past due but not impaired are creditworthy receivables and active accounts.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

17. TRADE AND OTHER RECEIVABLES (cont’d)

Non-trade

Group Company 2013 2012 2013 2012 RM RM RM RM

Other receivables: Acquisition of properties 256,800 256,800 - - Advance - purchases - 864,865 - - Compensation - landlord 1,000,000 - - - Proceeds from disposal 3,465,000 - - - Tenants 352,636 243,357 - - Other receivables 190,562 332,262 1,400 1,000 5,264,998 1,697,284 1,400 1,000 Less: Allowance for impairment (224,389) - - - 5,040,609 1,697,284 1,400 1,000 Deposits: Tenancy & utility deposits 8,019,219 8,272,565 - - Sundry deposits 75,875 157,939 1,000 1,000 8,095,094 8,430,504 1,000 1,000 Prepayments: Prepaid bankers’ acceptance interests 257,633 230,113 - - Prepaid rentals 401,966 327,740 - - Prepaid insurance 94,090 109,289 - - Prepaid fair expenses - 451,449 - - Other prepaid expenses 344,714 559,152 93,132 2,752 1,098,403 1,677,743 93,132 2,752 Total 14,234,106 11,805,531 95,532 4,752 18. HOLDING COMPANY The holding company is Marvellous Future Sdn. Bhd., a company incorporated in Malaysia. 19. FIXED DEPOSIT

Group 2013 2012 RM RM

Licensed bank - 210,000 In respect of previous financial year, the effective interest rate of deposit placed with licensed bank at the

reporting date was at 2.1% per annum with maturity of 21 days.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

20. SHARE CAPITAL

Group/Company 2013 2012 RM RM

Authorised:- 200,000,000 ordinary shares of RM0.50 each 100,000,000 100,000,000 Issued and fully paid:- 120,000,000 ordinary shares of RM0.50 each 60,000,000 60,000,000 The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All

ordinary share carry one vote per share without restrictions and rank equally with regard to the Company’s residual assets.

21. SHARE PREMIUM

Group/Company 2013 2012 RM RM

At beginning/end of the year 101,898 101,898 22. BORROWINGS

Group 2013 2012 RM RM

Term loans 5,409,344 7,694,083 Bills payable 26,442,069 23,382,610 Bank overdrafts 7,084,693 7,011,713 Finance lease liabilities (Note 23) 490,860 491,093 39,426,966 38,579,499 The borrowings of the Group are repayable as follows:- Group Finance Term Bills Bank Lease Loans Payable Overdrafts Liabilities 2013 RM RM RM RM

Not later than 1 year 1,995,318 26,442,069 7,084,693 142,628 Later than 1 year and not later than 2 years 1,163,057 - - 135,562 Later than 2 years and not later than 5 years 1,301,106 - - 212,670 Later than 5 years 949,863 - - - 5,409,344 26,442,069 7,084,693 490,860

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

22. BORROWINGS (cont’d)

Group Finance Term Bills Bank Lease Loans Payable Overdrafts Liabilities 2012 RM RM RM RM

Not later than 1 year 2,196,375 23,382,610 7,011,713 143,069 Later than 1 year and not later than 2 years 2,017,563 - - 150,438 Later than 2 years and not later than 5 years 2,367,401 - - 197,586 Later than 5 years 1,112,744 - - - 7,694,083 23,382,610 7,011,713 491,093 Group 2013 2012 RM RM

Represented by:- Current 35,664,708 32,733,767 Non-current 3,762,258 5,845,732 39,426,966 38,579,499 The effective interest rates of the borrowings of the Group as at the reporting date were as follows:- Group 2013 2012 % %

Term loans 4.4 - 7.8 4.4 - 7.8 Bills payable 3.5 - 6.1 3.5 - 6.1 Bank overdrafts 6.6 - 8.1 6.6 - 8.1 Finance lease liabilities 4.4 - 4.9 4.4 - 5.6 The borrowings of the Group are secured as follows :-

(a) legal charges over certain freehold land & buildings and leasehold land & buildings of the subsidiaries;(b) corporate guarantee from a subsidiary;(c) guarantee by the Malaysian Government under the working capital guarante scheme of certain subsidiaries;

and(d) corporate guarantee from the Company.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

23. FINANCE LEASE LIABILITIES

Group 2013 2012 RM RM

Minimum lease payments:- Repayable not later than 1 year 161,856 163,104 Repayable later than 1 year and not later than 2 years 148,042 163,104 Repayable later than 2 years and not later than 5 years 223,569 207,520 533,467 533,728 Less: Finance charges (42,607) (42,635) Present value of minimum lease payments 490,860 491,093 24. DEFERRED TAX

Group 2013 2012 RM RM

Deferred tax liabilities: At beginning of the year 1,315,443 1,267,487 Charged/(Reversed) to profit or loss (783,301) 47,956 At end of the year 532,142 1,315,443 The deferred tax liabilities charged to profit or loss were in respect of capital allowances in excess of depreciation

charges. Group 2013 2012 RM RM

Deferred tax assets: At beginning of the year 20,810 28,389 Reversed to profit or loss (20,810) (7,579) At end of the year - 20,810 The deferred tax assets recognised in profit or loss were in respect of depreciation charges in excess of capital

allowances.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

24. DEFERRED TAX (cont’d) Group 2013 2012 RM RM

Deferred tax charged/(credited) to profit or loss: Deferred tax liabilities (783,301) 47,956 Deferred tax assets 20,810 7,579 Total (Note 8) (762,491) 55,535 Deferred tax assets have not been recognised in respect of the following items :- Group 2013 2012 RM RM

Unabsorbed tax losses 1,965,432 847,357 Unutilised capital allowances 1,693,798 1,217,850 3,659,230 2,065,207 Potential tax benefits calculated at tax rate of 25% 914,808 516,302 The unabsorbed tax losses and unutilised capital allowances are subject to agreement with the Inland Revenue

Board.

25. TRADE AND OTHER PAYABLES Trade Group 2013 2012 RM RM

Trade payables 18,963,714 23,194,942 The normal credit terms of trade payables granted to the Group range from 30 days to 180 days (2012: 30 days

to 180 days).

The currency exposure of the Group’s trade payables based on carrying amount as at the end of the reporting period was:

Currency denominated in Euro USD RM Total

Trade payables (in RM) 2013 - 284,185 18,679,529 18,963,714 2012 126,280 479,839 22,588,823 23,194,942

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

25. TRADE AND OTHER PAYABLES (cont’d) Non-trade

Group Company 2013 2012 2013 2012 RM RM RM RM

Other payables, deposits & accruals: Landlords 524,516 501,980 - - Deferred sales - 309,006 - - Collections in advance 414,328 1,575,934 - - Advances 2,500,000 - - - Relocation compensation 300,000 - - - Other payables 2,854,383 3,257,812 57,138 39,390 Rental & utility deposits 741,593 1,027,591 - - Staff deposits 219,925 202,465 - - Other deposits 8,917 9,823 - - Staff payroll 2,032,433 2,190,733 - - Employees Provident Fund 412,493 492,734 - - Government service tax 63,760 522,215 - - Other accruals 430,974 782,306 38,100 38,100 10,503,322 10,872,599 95,238 77,490 Amount due to a subsidiary - - 518 - Amount due to a related party - 1,488 - - 10,503,322 10,874,087 95,756 77,490

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)26

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

26. RELATED PARTY TRANSACTIONS & BALANCES (cont’d) (b) Related party balances

(i) The balance as at end of the year with a company in which certain Directors of the Company have financial interests are as follows :-

Group 2013 2012 RM RM

Ivory Ascent Sdn. Bhd. Other payable - (1,488)

(ii) The balances as at end of the year with close member of certain Directors of the Company are as follows :-

Group 2013 2012 RM RM

Seow Yin Loy Other payable - (83,897)

(iii) The balance as at end of the year with an associate of the Group is as follows :-

Group 2013 2012 RM RM

Scud Retail (KL) Sdn. Bhd. - Trade receivable 2,020 2,548 - Other receivable 93,662 11,480 - Trade payable (57,650) - - Other payable (49,439) (49,439)

(c) Key management personnel compensation

The key management personnel compensation during the financial year of the Group and of the Company are as stated in Note 7 to the Financial Statements.

The Directors of the Company are of the opinion that the above transactions were carried out in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

27. COMMITMENTS

Group 2013 2012 RM RM

Non-cancellable operating lease commitments Future minimum rentals payable: Not later than 1 year 17,998,381 15,134,409 Later than 1 year and not later than 5 years 17,368,079 11,009,565 35,366,460 26,143,974 Non-cancellable operating lease of the Group is in respect of the rental of premises. These leases have non-

cancellable lease terms ranging from 2 to 3 years and there are no restrictions placed upon the Group by entering into these lease agreements.

28. SEGMENTAL INFORMATION The Group has three reportable segments, as described below, which represent the Group’s strategic business

units. These strategic business units offer differrent products and services, and are managed separately because they require different skills and marketing strategies. For each strategic business units, the Group’s chief operating decision maker reviews internal management reports on at least a quarterly basis. The following summary described the operations in each of the Group’s reportable segments:-

(a) Apparels, footwear & accessories Designing, branding and retailing of fashionable apparels, footwear, sportswear, and accessories, and

operation of concessionaire sales.

(b) Food, beverage & events Operation of cafe, retailing and related services, and operate as an organiser in sales & fair events.

(c) Beauty & wellness Branding and retailing of beauty and wellness products.

Performance is measured based on segment profit before tax that are reviewed by the Group chief operating decision maker. Segment profit is used to measure performance as this information is the most relevant in evaluating the results of the respective segment, and relative to other entities that operate within the same segments.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

28. SEGMENTAL INFORMATION (cont’d) Apparels, Food, footwear & beverage Beauty & Adjustments & accessories & Events wellness eliminations Consolidated 2013 RM RM RM RM RM

Revenue External sales 174,769,003 6,040,992 1,038,872 - 181,848,867 Inter-segment (1,127,095) 2,633,504 (47,349) (1,459,060) - Total 173,641,908 8,674,496 991,523 181,848,867 Profit/(loss) before tax 4,893,627 (1,858,377) (1,322,056) 1,713,194 Amortisation 74,625 - - 74,625 Depreciation 6,950,025 1,772,220 133,148 8,855,393 Inventories written off 347,760 - - 347,760 Property, plant & equipment writen off 1,650,745 1,071,778 - 2,722,523 Impairment of receivables 388,485 - - 388,485 Bad debt written off 2,749 - - 2,749 Interest expenses 1,884,911 171,552 58,848 2,115,311 Interest income (846) - - (846) Income tax expense 1,410,556 - - 1,410,556 Capital expenditure 4,632,680 77,327 396,508 5,106,515 Share of loss of an associate 80,479 - - 80,479 Segment Total Assets 153,336,141 3,142,035 2,016,370 158,494,546 Included of: Investment in associate 58,587 - - 58,587 Segment Liabilities 65,094,003 3,636,363 1,032,186 69,762,552 Included of: Borrowings 36,664,651 2,111,525 650,790 39,426,966 Apparels, Food, footwear & beverage Beauty & Adjustments & accessories & Events wellness eliminations Consolidated 2012 RM RM RM RM RM

Revenue External sales 175,081,123 8,129,386 45,294 - 183,255,803 Inter-segment - 84,025 - (84,025) - Total 175,081,123 8,213,411 45,294 183,255,803 Profit/(loss) before tax 9,405,213 (2,329,819) (537,810) 6,537,584

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

28. SEGMENTAL INFORMATION (cont’d)

Apparels, Food, footwear & beverage Beauty & Adjustments & accessories & Events wellness eliminations Consolidated 2012 RM RM RM RM RM

Amortisation 37,312 1,000 - 38,312 Depreciation 5,110,004 1,828,094 1,429 6,939,527 Inventories written off 712,153 - - 712,153 Property, plant & equipment writen off 558,828 - - 558,828 Interest expenses 1,784,846 211,695 8,209 2,004,750 Interest income (14,952) - - (14,952) Income tax expense 2,881,733 (100,955) - 2,780,778 Capital expenditure 6,918,451 805,524 342,059 8,066,034 Share of loss of an associate 40,934 - - 40,934 Segment Assets 155,503,656 6,116,751 1,474,371 163,094,778 Included of: Investment in associate 139,066 - - 139,066 Segment Liabilities 68,146,736 4,718,149 1,800,537 74,665,422 Included of: Borrowings 35,214,785 2,700,689 664,025 38,579,499 29. FINANCIAL INSTRUMENTS (a) Categories of financial instruments

The table below provides an analysis of financial instruments categorised as follows: Loans and Available- Note receivables for-sale Total Group - 2013 RM RM RM

Financial assets Non-current Other investments 14 - 17,484 17,484 Current Trade receivables 17 24,503,242 - 24,503,242 Other receivables 17 5,040,609 - 5,040,609 Deposits 17 8,095,094 - 8,095,094 Fixed deposits 19 - - - Cash & bank balances 2,184,194 - 2,184,194 Total 39,823,139 17,484 39,840,623

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

29. FINANCIAL INSTRUMENTS (cont’d)

(a) Categories of financial instruments (cont’d) Loans and Available- Note receivables for-sale Total Group - 2012 RM RM RM

Financial assets Non-current Other investments 14 - 17,484 17,484 Current Trade receivables 17 24,436,245 - 24,436,245 Other receivables 17 1,697,284 - 1,697,284 Deposits 17 8,430,504 - 8,430,504 Fixed deposits 19 210,000 - 210,000 Cash & bank balances 2,818,052 - 2,818,052 Total 37,592,085 17,484 37,609,569

Financial liabilities Note at amortised cost 2013 2012 Group RM RM Financial liabilities Non-current Borrowings 22 3,762,258 5,845,732 Current Borrowings 22 35,664,708 32,733,767 Trade payables 25 18,963,714 23,194,942 Other payables, deposits & accruals 25 10,503,322 10,874,087 68,894,002 72,648,528 Loans and receivables 2013 2012 Company RM RM Financial assets Current Other receivables 17 1,400 1,000 Deposits 17 1,000 1,000 Cash & bank balances 50,899 48,216 53,299 50,216

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

29. FINANCIAL INSTRUMENTS (cont’d)

(a) Categories of financial instruments (cont’d) Financial liabilities Note at amortised cost 2013 2012 Company RM RM Financial liabilities Current Other payables, deposits & accruals 25 95,756 77,490 Amount due to subsidiaries 12 1,514,616 2,337,769 1,610,372 2,415,259 (b) Fair value of financial instruments

(i) Financial instruments carried at fair value

The fair value measurement hierarchies used to measure financial instruments carried at fair value in the financial statements are as follows:

a) Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

b) Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

c) Level 3: Inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

The Group and the Company do not have any financial instruments carried at fair value at 31 December 2013 (2012: Nil).

(ii) Financial instruments not carried at fair value

The carrying amounts of cash and cash equivalents, short term receivables and payables, and short term borrowings approximate their fair values due to the relatively short term nature of these financial instruments.

Fair value of other financial instruments, together with the carrying amounts shown in the statements of financial position are as follows:-

2013 2012 Carrying Carrying amount Fair value amount Fair value Group RM RM RM RM Quoted shares 2,484 3,643 2,484 3,947 Term loans 5,409,344 4,488,381 7,694,083 6,362,053 Finance lease liabilities 490,860 441,418 491,093 441,128

Investment in equity The fair value of financial assets that are quoted in an active market are determined by reference to

the quoted price at the end of the reporting period.

Non-derivative financial liabilities The fair value is calculated based on the present value of future principal and interest cash flows,

discounted at the market rate of interest at the end of the reporting period. For finance leases, the market rate of interest is determined by reference to lease agreement.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

29. FINANCIAL INSTRUMENTS (cont’d)

(b) Fair value of financial instruments (cont’d)

(ii) Financial instruments not carried at fair value

The interest rates used to discount estimated cash flows are as follows:

Group 2013 2012 Term loans 4.4% - 7.8% 4.4% - 7.8% Finance lease liabilities 4.4% - 4.9% 4.4% - 5.6% (c) Liquidity risk - Maturity analysis

The table below summarises the maturity profile of the Group’s and the Company’s financial liabilities as at the end of the reporting period based on undiscounted contractual payment. The tables include both interest and principal cash flows:-

Not later than More than 1 year 1-2 years 2-5 years 5 years Group - 2013 RM RM RM RM Financial liabilities: Trade and other payables 29,467,036 - - - Bank borrowings: Finance lease liabilities 161,856 148,042 223,569 - Bills payables 26,442,069 - - - Term loans 2,283,284 1,313,565 1,458,579 1,113,649 Bank overdrafts 7,084,693 - - - 65,438,938 1,461,607 1,682,148 1,113,649 Group - 2012 Financial liabilities: Trade and other payables 34,069,029 - - - Bank borrowings: Finance lease liabilities 163,104 163,104 207,520 - Bills payables 23,382,610 - - - Term loans 2,576,881 2,283,284 2,550,683 1,335,110 Bank overdrafts 7,011,713 - - - 67,203,337 2,446,388 2,758,203 1,335,110 Company - 2013 Financial liabilities: Other payables 95,756 - - - Amount due to subsidiaries 1,514,616 - - - 1,610,372 - - - Company - 2012 Financial liabilities: Other payables 77,490 - - - Amount due to subsidiaries 2,337,769 - - - 2,415,259 - - -

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

30. CAPITAL MANAGEMENT The objective of the Group’s capital management is to maintain a strong capital base and healthy capital

ratios in order to support its business and to sustain future development of the business. The Directors monitor and determine to maintain an optimal debt to equity ratio that complies with debt covenants and regulatory requirements.

There are no changes to the Group’s policies and strategies during the financial year. The debt to equity ratios are as follows:-

Group 2013 2012 RM RM

Total borrowings (Note 22) 39,426,966 38,579,499 Less: Cash and bank balances (2,184,194) (2,818,052) Fixed deposits - (210,000) Net debts 37,242,772 35,551,447 Total equity 88,731,994 88,429,356 Debt to equity ratio 0.42 0.40 Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a

consolidated shareholders’ equity at least more than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such shareholders’ equity is not less than RM40 million. The Company has complied with this requirement.

31. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR On 19 December 2013, the Company was proposing to undertake the Proposed Bonus Issue of 60,000,000 free

warrants on the basis of one (1) warrant for every two (2) existing ordinary shares of RM0.50 each in the Company.

The approval from Bursa Malaysia Securities Berhad (“Bursa Securities”) on the proposal was obtained subsequent to the year end and was approved by the shareholders of the Company at the Extraordinary General Meeting held on 28 January 2014.

The listing and quotation of the warrants on main market was granted by Bursa Securities with effective from 9.00 a.m., 4 April 2014.

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NOTES TO THE FINANCIAL STATEMENTS (CONT’D)

32. STANDARDS ISSUED BUT NOT YET EFFECTIVE The following are accounting standards, amendments and interpretations of the MFRS framework that have

been issued by the Malaysian Accounting Standards Board but are not yet effective to the Group and the Company:

Effective for financial periods beginning on or after 1 January 2014

Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities

Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities

Amendments to MFRS 127, Separate Financial Statements: Investment Entities

Amendments to MFRS 132, Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities

Amendments to MFRS 136, Impairment of Assets - Recoverable Amount Disclosures for non-Financial Assets

Amendments to MFRS 139, Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting

IC Interpretation 21, Levies Effective for financial periods beginning on or after 1 July 2014

Amendments to MFRS 119, Employee Benefits: Defined Benefit Plans - Employee Contributions

Annual Improvements to MFRSs 2010-2012 Cycle

Annual Improvements to MFRSs 2011-2013 Cycle

Effective for a date yet to be confirmed

MFRS 9, Financial Instruments (2009)

MFRS 9, Financial Instruments (2010)

Amendments to MFRS 9 and MFRS 7, Mandatory Effective Date of MFRS 9 and Transition Disclosures The Group and the Company will adopt the above pronouncements when they become effective in the

respective financial periods. These pronouncements are not expected to have any material impacts to the financial statements of the Group and of the Company upon their initial application except for the adoption of MFRS 9 which may result in a change in accounting policy. However, it is not practicable to provide a reasonable estimation of the effect of MFRS 9 until a detailed review has been completed.

33. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS The financial statements have been authorised for issue in accordance with a resolution of the Board of Directors

on 29 April 2014.

Lodged by: Datamet Merchant Consultants Sdn. Bhd. (Company No: 567776-M) Address: B-3-9, 3rd Floor, Block B Megan Avenue II 12, Jalan Yap Kwan Seng 50450 Kuala Lumpur Tel. No: 03-27155569

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On 25 March 2010, Bursa Malaysia Securities Berhad (“Bursa Malaysia”) issued a directive to all listed corporations pursuant to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed corporations to disclose the breakdown of the retained earnings or accumulated losses as at the end of the reporting period, into realised and unrealised profits or losses. On 20 December 2010, Bursa Malaysia further issued guidance on the disclosure and the format required.

The breakdown of the retained earnings the Group and of the Company as at 31 December 2013 and 31 December 2012, into realised and unrealised profits is as follows: Group Company 2013 2012 2013 2012 RM RM RM RM

Total retained earnings of the Group and Company: - realised 59,675,090 61,025,356 8,106,506 3,839,499 - unrealised (532,142) (1,294,633) - - Total share of retained earnings of an associate - realised (121,413) (40,934) - - 59,021,535 59,689,789 8,106,506 3,839,499 Consolidation adjustments (30,534,168) (31,473,173) - - 28,487,367 28,216,616 8,106,506 3,839,499 The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to the Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.

The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements sipulated in the directive of Bursa Malaysia and should not be applied for any other purposes.

SUPPLEMENTARY INFORMATION - DISCLOSURE OF REALISED AND UNREALISED PROFITS

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LIST OF PROPERTIESAS AT 31 DECEMBER 2013

Tenure / Approximate Description / Age of Building Land / Built-Up Date of Net BookLocation Existing Use (years) Area (sq. ft.) Acquisition Value (RM)

KUMPULAN VOIR SDN. BHD.

Lot F1.51, 1st Floor, Shop Lot / Freehold / 16 N/A / 833 16/08/1995 351,846Plaza Bukit Mertajam, Rented out566, Jalan Arumugam Pillai, Bukit Mertajam, 14000 Penang No. 11, Lorong Seruling 5, 1 1/2 Storey Freehold / 15 6,500 / 3,436 10/04/1995 271,667Kawasan Perindustrian Valdor Semi-DetachedSungai Bakap, Seberang Prai, Factory / 14200 Pulau Pinang Rented out Lot A32 Ground Floor, Shop Lot / Leasehold - N/A / 628 03/04/1995 613,246One Stop Midlands Park Centre, Rented out expiring on488B, Jalan Burmah, 30 Apr 2093 / 1810350 Penang. Lot A33 Ground Floor, Shop Lot / Leasehold - N/A / 651 03/04/1995 634,471One Stop Midlands Park Centre, Rented out expiring on488B, Jalan Burmah, 30 Apr 2093 / 1810350 Penang. Lot G17, Ground Floor, Shop Lot / Leasehold - N/A / 654 01/06/2005 831,243Prangin Mall Komtar, Rented out expiring onNo. 33, Jalan Dr. Lim Chwee Leong, 09 Jun 2096 / 1310100 Pulau Pinang. Lot G18, Ground Floor, Shop Lot / Leasehold - N/A / 654 01/06/2005 831,243Prangin Mall Komtar, Rented out expiring onNo. 33, Jalan Dr. Lim Chwee Leong, 09 Jun 2096 / 1310100 Pulau Pinang. Lot 1-111, 1st Floor, Shop Lot / Leasehold - N/A / 1,247 01/06/2005 1,121,262Prangin Mall Komtar, Own Outlet expiring onNo. 33, Jalan Dr. Lim Chwee Leong, 09 Jun 2096 / 1310100 Pulau Pinang. Lot 2-11, 2nd Floor, Shop Lot / Leasehold - N/A / 854 01/06/2005 767,852Prangin Mall Komtar, Rented out expiring onNo. 33, Jalan Dr. Lim Chwee Leong, 09 Jun 2096 / 1310100 Pulau Pinang. Lot 27, Concourse Floor, Shop Lot / Leasehold - N/A / 272 29/05/1995 200,442Galaxy Ampang Vacant expiring on 20 Oct 2084 / 15

18-C 18th Floor, Apartment / Freehold / 12 N/A / 1,485 16/11/2010 583,829Block D Mawar Apartment, HostelTaman Gohtong Jaya, Genting Highlands, Pahang

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LIST OF PROPERTIES (CONT’D)AS AT 31 DECEMBER 2013

Tenure / Approximate Description / Age of Building Land / Built-Up Date of Net BookLocation Existing Use (years) Area (sq. ft.) Acquisition Value (RM)

18-D 18th Floor, Apartment / Freehold / 12 N/A / 1,485 16/11/2010 583,829Block D Mawar Apartment, HostelTaman Gohtong Jaya, Genting Highlands, Pahang

APPLEMINTS APPARELS SDN. BHD. Unit 9D, Kayangan Apartments, Apartment / Freehold / 32 N/A / 2,480 12/04/2006 342,900Genting Highlands Resort, Hostel69000 Genting, Pahang.

GREEN POINT SDN. BHD. 9-01J, Serimas Condominium, Apartment / Leasehold - N/A / 1,359 26/09/1994 130,649Jalan 4/89A, Batu 3 1/2, Cheras, Hostel expiring on56000 Kuala Lumpur. 11 Aug 2085 / 16

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ADDITIONAL INFORMATIONFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2013

UTILIZATION OF PROCEEDS RAISED FROM ANY CORPORATE EXERCISEThe company did not undertake any fund raising corporate exercise during the financial year.

SHARE BUYBACKSThere were no share buybacks by the Company during the financial year.

OPTIONS, WARRANTS AND CONVERTIBLE SECURITIESThere were no options, warrants and convertible securities being issued during the financial year.

AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR)During the financial year, the Company did not sponsor any ADR or GDR programme.

SANCTION AND / OR PENALTIESThere were no sanctions and/or penalties imposed on the Company, its subsidiaries, Directors or the Management by the relevant regulatory bodies.

NON-AUDIT FEESDuring the financial year, there was no other non-audit fee paid to external auditors except for the payment of RM3,000 for the review of Statement on Risk Management and Internal Control.

VARIATION IN RESULTSThe Company did not issue any profit forecast, estimate or projection in relation to any corporate proposal. The audited results did not deviate more than 10% from the unaudited results announced to Bursa Securities in respect of the financial year ended 31 December 2013.

PROFIT GUARANTEEDuring the financial year, there was no profit guarantee given by the Company.

MATERIAL CONTRACTSThere were no material contracts entered by the Company and its subsidiaries involving the interest of Directors and major shareholders during the financial year.

CORPORATE SOCIAL RESPONSIBILITIESDuring the financial year ended 31 December 2013, the Group continued focus on its Corporate Social Responsibility activities, inclusive of the donations to the charitable organizations, homes for disabled, schools and educational funds.

RECURRENT RELATED PARTIES TRANSACTIONS (RRPT) OF A REVENUE NATUREThe aggregate values of the RRPT of a revenue nature conducted between the Company’s subsidiaries with the related parties during the financial year ended 31 December 2013 is disclosed in Note 26 to the Financial Statements as set out in this Annual Report.

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ANALYSIS OF SHAREHOLDINGSas at 12 May 2014

SHARE CAPITAL

Authorised Share Capital : RM100,000,000

Issued and Paid-Up Share Capital : RM60,000,000

Class of Shares : Ordinary shares of RM0.50 each

Voting Rights : One (1) vote per ordinary share

DISTRIBUTION OF SHAREHOLDINGS

No. ofSize of Shareholdings Shareholders % No. of Shares %

Less than 100 50 4.76 2,109 0.00*100 - 1,000 566 53.85 159,375 0.131,001 - 10,000 292 27.78 1,295,811 1.0810,001 - 100,000 112 10.66 3,532,695 2.95100,001 - less than 5% of issued shares 28 2.66 29,812,562 24.845% and above of issued shares 3 0.29 85,197,448 71.00

Total 1,051 100.00 120,000,000 100.00

*negligible

SUBSTANTIAL SHAREHOLDERS

Direct DeemedNo. Substantial Shareholders No. of shares % No. of shares %

1 Marvellous Future Sdn Bhd 66,933,056 55.78 - -

2 Distinct Seasons Sdn Bhd 11,945,334 9.95 - -

3 Ulasan Teguh Sdn Bhd 9,919,058 8.27 - -

4 Heng Kear Huat 8,561,564 7.13 - -

5 Seow Khim Soon - - 66,933,056a 55.78

6 Wong Seow Mooi - - 66,933,056a 55.78

7 Yong Yee Ngo - - 11,945,334b 9.95

8 Lee Kah Lin - - 11,945,334b 9.95

9 Dr. Mohd Amir Sharifuddin B. Hashim - - 9,919,058c 8.27

10 Hazlina Binti Hamid - - 9,919,058c 8.27

Notes:

a. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Marvellous Future Sdn Bhd.

b. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Distinct Seasons Sdn Bhd.

c. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Ulasan Teguh Sdn Bhd.

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ANALYSIS OF SHAREHOLDINGS (CONT’D)as at 12 May 2014

DIRECTORS’ INTERESTS IN SHARES IN THE COMPANY AND ITS RELATED COMPANIES

The Company

Direct DeemedNo. Directors No. of shares % No. of shares %

1 Seow Khim Soon - - 66,933,056a 55.78

2 Wong Seow Mooi - - 66,933,056a 55.78

3 Dr. Mohd Amir Sharifuddin B. Hashim - - 9,919,058b 8.27

4 Ham Hon Kit 800,000 0.67 - -

5 Lee Yuet Sum 133,332 0.11 - -

Notes:

a. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Marvellous Future Sdn Bhd.

b. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Ulasan Teguh Sdn Bhd.

Related Companies

By virtue of their interest in the shares of the Company, Seow Khim Soon, Wong Seow Mooi and Dr. Mohd Amir Sharifuddin B. Hashim are deemed to be interested in the shares of all subsidiaries of the Company to the extent of the Company’s interest in the respective subsidiaries.

THIRTY (30) LARGEST REGISTERED SHAREHOLDERS

No. Registered Shareholders No. of shares % 1 Marvellous Future Sdn Bhd 66,933,056 55.78 2 Ulasan Teguh Sdn Bhd 9,919,058 8.27 3 Distinct Seasons Sdn Bhd 8,345,334 6.95 4 CitiGroup Nominees (Tempatan) Sdn Bhd 5,555,032 4.63 Pledged Securities Account For Heng Kear Huat 5 HLB Nominees (Tempatan) Sdn Bhd 3,600,000 3.00 Pledged Securities Account For Distinct Seasons Sdn Bhd 6 Lim Chin Seng 3,381,330 2.82 7 Unggul Utama Sdn Bhd 3,039,244 2.53 8 Lai Yat Seng 2,533,332 2.11 9 Alliancegroup Nominees (Tempatan) Sdn Bhd 1,806,532 1.51 Pledged Securities Account For Heng Kear Huat 10 Konwa Industrial Sewing Machine (M) Sdn Bhd 1,333,332 1.11 11 AMSEC Nominees (Tempatan) Sdn Bhd 1,200,000 1.00 Pledged Securities Account-AmBank (M) Berhad For Heng Kear Huat

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ANALYSIS OF SHAREHOLDINGS (CONT’D)as at 12 May 2014

THIRTY (30) LARGEST REGISTERED SHAREHOLDERS (cont’d)

No. Registered Shareholders No. of shares % 12 Lee Swee Miang 1,069,966 0.89 13 BK Trading (M) Sdn Bhd 990,000 0.83 14 AMSEC Nominees (Tempatan) Sdn Bhd 800,000 0.67 Pledged Securities Account-AmBank (M) Berhad For Ham Hon Kit 15 CIMSEC Nominees (Tempatan) Sdn Bhd 777,000 0.65 CIMB Bank For Bong Yam Keng 16 Kee Seok Koon 537,566 0.45 17 Chen Pian Moi 504,866 0.42 18 Tiew Sook Hwee 319,700 0.27 19 Woon Sook Peng 300,000 0.25 20 Tan Sze Hong 260,000 0.22 21 Chong Boon Kian 250,000 0.21 22 Maybank Nominees (Tempatan) Sdn Bhd 221,332 0.18 Yap Yoon Thai 23 Kenanga Nominees (Tempatan) Sdn Bhd 203,000 0.17 Pledged Securities Account For Chin Lih Lih 24 CIMSEC Nominees (Tempatan) Sdn Bhd 200,000 0.17 CIMB Bank For Chan Sai Kim 25 Kenanga Nominees (Tempatan) Sdn Bhd 168,966 0.14 Pledged Securities Account For Tan Kay Yen 26 Public Nominees (Tempatan) Sdn Bhd 165,400 0.14 Pledged Securities Account For Lim Lian Hock 27 Chong King Foon 133,332 0.11 28 Lee Yuet Sum 133,332 0.11 29 Lim Lay Khim 120,000 0.10 30 Lim Poh Fong 107,900 0.09 Total 114,908,610 95.78

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ANALYSIS OF WARRANT HOLDINGSas at 12 May 2014

Total Number of Warrants : 60,000,000

Exercise Price Per Warrant : RM0.50

Exercise Period : Ten (10) years commencing from 1 April 2014 and expires on 31 March 2024

Voting Rights : None

DISTRIBUTION OF WARRANT HOLDINGS

No. ofSize of Warrant Holdings Warrant Holders % No. of Warrants %

Less than 100 63 6.15 2,082 0.00*100 - 1,000 565 55.12 97,564 0.161,001 - 10,000 310 30.24 1,011,069 1.6910,001 - 100,000 61 5.95 1,614,924 2.69100,001 - less than 5% of issued shares 24 2.34 18,848,299 31.415% and above of issued shares 2 0.20 38,426,062 64.05

Total 1,025 100.00 60,000,000 100.00

*negligible

DIRECTORS’ WARRANT HOLDINGS

Direct DeemedNo. Directors No. of Warrants % No. of Warrants %

1 Seow Khim Soon - - 33,466,533a 55.78

2 Wong Seow Mooi - - 33,466,533a 55.78

3 Dr. Mohd Amir Sharifuddin B. Hashim - - 4,959,529b 8.27

4 Ham Hon Kit 400,000 0.67 - -

5 Lee Yuet Sum 66,666 0.11 - -

Notes:

a. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Marvellous Future Sdn Bhd.

b. Deemed interested pursuant to Section 6A of the Companies Act, 1965 through Ulasan Teguh Sdn Bhd.

THIRTY (30) LARGEST REGISTERED WARRANT HOLDERS

No. Registered Warrant Holders No. of Warrants % 1 Marvellous Future Sdn Bhd 33,466,533 55.78 2 Ulasan Teguh Sdn Bhd 4,959,529 8.26 3 CitiGroup Nominees (Tempatan) Sdn Bhd 2,777,516 4.63 Pledged Securities Account For Heng Kear Huat 4 AMSEC Nominees (Tempatan) Sdn Bhd 2,500,000 4.16 Pledged Securities Account -AmBank (M) Berhad For Distinct Seasons Sdn Bhd 5 HLB Nominees (Tempatan) Sdn Bhd 1,800,000 3.00 Pledged Securities Account For Distinct Seasons Sdn Bhd

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ANALYSIS OF WARRANT HOLDINGS (CONT’D)as at 12 May 2014

THIRTY (30) LARGEST REGISTERED WARRANT HOLDERS (cont’d)

No. Registered Warrant Holders No. of Warrants % 6 Lim Chin Seng 1,690,665 2.82 7 Distinct Seasons Sdn Bhd 1,672,667 2.79 8 Unggul Utama Sdn Bhd 1,519,622 2.53 9 Lai Yat Seng 1,266,666 2.11 10 Alliancegroup Nominees (Tempatan) Sdn Bhd 903,266 1.50 Pledged Securities Account For Heng Kear Huat 11 Konwa Industrial Sewing Machine (M) Sdn Bhd 666,666 1.11 12 AMSEC Nominees (Tempatan) Sdn Bhd 600,000 1.00 Pledged Securities Account-AmBank (M) Berhad For Heng Kear Huat 13 Lee Swee Miang 534,983 0.89 14 BK Trading (M) Sdn Bhd 460,000 0.77 15 AMSEC Nominees (Tempatan) Sdn Bhd 400,000 0.67 Pledged Securities Account-AmBank (M) Berhad For Ham Hon Kit 16 CIMSEC Nominees (Tempatan) Sdn Bhd 388,500 0.65 CIMB Bank For Bong Yam Keng 17 Kee Seok Koon 268,783 0.45 18 Chen Pian Moi 252,433 0.42 19 Chan Tai Lond 213,333 0.36 20 Tiew Sook Hwee 159,850 0.27 21 Woon Sook Peng 150,000 0.25 22 Yong Loong Chen 144,100 0.24 23 Tan Sze Hong 130,000 0.22 24 Tan Siok Ching 127,100 0.21 25 Kenanga Nominees (Tempatan) Sdn Bhd 111,483 0.19 Pledged Securities Account For Tan Kay Yen 26 Maybank Nominees (Tempatan) Sdn Bhd 110,666 0.18 Yap Yoon Thai 27 HLIB Nominees (Tempatan) Sdn Bhd 80,000 0.13 Hong Leong Bank Berhad For Tan Ah Suan 28 Chong King Foon 66,666 0.11 29 Lee Yuet Sum 66,666 0.11 30 Lim Lay Khim 60,000 0.10 Total 57,547,693 95.91

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NOTICE OF ANNUAL GENERAL MEETING

(Note 2)

(Resolution 1)(Resolution 2)(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

(Resolution 8)

1. To receive the Directors’ Report and Audited Financial Statements for the financial year ended 31 December 2013.

2. To re-elect the following Directors who retire by rotation in accordance with Article 89 of the

Company’s Articles of Association: (i) Ham Hon Kit (ii) Lee Yuet Sum (iii) Shaari Bin Haron 3. To re-appoint Leow Bock Lim as a Director of the Company to hold office until the conclusion of

the next Annual General Meeting pursuant to Section 129(6) of the Companies Act 1965. 4. To approve the payment of directors’ fees of RM162,000/- in respect of the financial year

ended 31 December 2013. 5. To re-appoint Messrs HLB Ler Lum as the Auditors of the Company and to authorise the Directors

to fix their remuneration. Special Business To consider and if thought fit, to pass the following resolutions: 6. ORDINARY RESOLUTION AUTHORITY TO DIRECTORS TO ISSUE SHARES “THAT pursuant to Section 132D of the Companies Act, 1965, the Articles of Association of

the Company and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued share capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next annual general meeting.”

7. ORDINARY RESOLUTION PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY

TRANSACTIONS “THAT approval be and is hereby given to the Company and its subsidiaries to enter into

recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations and with those related parties as detailed in paragraph 2.2 of the Circular to Shareholders of the Company dated 3 June 2014 (“Related Parties”) provided that such transactions are undertaken in the ordinary course of business and on normal commercial terms which are consistent with the Group’s business practices and policies, and on terms not more favourable to the Related Parties than those generally available to the public and not detrimental to the interest of the minority shareholders of the Company.

NOTICE IS HEREBY GIVEN THAT the Seventh Annual General Meeting of the Company will be held at Perdana 1 Room, 1st Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155 B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 26 June 2014 at 10.00 a.m. for the following purposes:

AGENDA

Ordinary Business

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NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

THAT authority conferred by this ordinary resolution shall continue to be in force until:

(i) the conclusion of the next annual general meeting of the Company at which time it will lapse, unless renewed by a resolution passed by the shareholders of the Company in a general meeting; or

(ii) the expiration of the period within which the next annual general meeting of the Company

after that date is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act 1965); or

(iii) revoked or varied by resolution passed by the shareholders in general meeting,

whichever is the earlier. AND THAT the Directors of the Company be authorised to complete and do all such acts

and things to give effect to the transactions contemplated and/or authorised by this ordinary resolution.”

8. To transact any other business for which due notice shall have been given. By Order of the Board CHIN LI THING (MAICSA 7044467) Company Secretary Kuala Lumpur, 3 June 2014

Notes: 1. Proxy

• Only members whose names appear in the Record of Depositors on 19 June 2014 shall be eligible to attend the Meeting.

• A member entitled to attend and vote shall not be entitled to appoint more than two (2) proxies to attend

and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

• A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act,

1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.

• In the case of a corporate member, the instrument appointing a proxy shall be either (a) under its common

seal; or (b) signed by its attorney or an authorised officer on behalf of the corporation and supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney.

• Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry

(Central Depositories) Act 1991,which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

• The instrument appointing a proxy shall be deposited at the registered office of the Company situated at

B-3-9, 3rd Floor, Block B, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, not less than forty eight (48) hours before the time appointed for holding the meeting.

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NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

2. Agenda Item No. 1 This item of the Agenda is meant for discussion only. The provisions of Section 169 of the Companies Act, 1965

require that the Directors’ Report and the Audited Financial Statements be laid before the Company at its Annual General Meeting. As such, this Agenda item is not put forward for voting.

3. Resolution 4 - Re-appointment of Director The proposed resolution 4 is to seek shareholders’ approval for the re-appointment of Director who is of the age

of 70 and above. This resolution must be passed by a majority of not less than three-fourth of such Members of the Company as being present and entitled to vote in person or where proxies are allowed, by proxy at the Annual General Meeting (“AGM”) of the Company. If passed, it will enable the Director to hold office until the next AGM of the Company.

Explanatory Notes on Special Business 4. Resolution 7 - Authority to Directors to issue shares The proposed resolution, if passed, will empower the Directors of the Company to issue shares in the Company

up to an amount not exceeding ten per centum (10%) of the issued share capital of the Company for the time being for such purpose as they considered would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next annual general meeting of the Company.

The general mandate sought for issue of shares is a renewal of the mandate that was approved by the

shareholders on 26 June 2013. The Company did not utilise the mandate that was approved last year.

The renewal of the general mandate is to provide flexibility to the Company to issue new shares for possible fund raising exercise, including but not limited to placement of shares, for the purpose of funding investment projects, working capital and/or acquisitions as the Directors may deem fit without the need to convene separate general meeting to obtain its shareholders’ approval so as to avoid incurring additional cost and time.

5. Resolution 8 - Proposed renewal of shareholders’ mandate for recurrent related party transactions The proposed resolution, if passed, will authorise the Company and its subsidiaries to enter into recurrent related

party transactions of a revenue or trading nature which are necessary for its day-to-day operations and with those Related Parties as detailed in paragraph 2.2 of the Circular to Shareholders of the Company dated 3 June 2014 provided that such transactions are undertaken in the ordinary course of business and on normal commercial terms which are consistent with the Group’s business practices and policies, and on terms not more favourable to the Related Parties than those generally available to the public and not detrimental to the interest of the minority shareholders of the Company.

Details on the proposal are set out in the Circular to Shareholders dated 3 June 2014 which is circulated together

with the 2013 Annual Report.

STATEMENT ACCOMPANYING NOTICE OF SEVENTH ANNUAL GENERAL MEETING

Further details of Directors who are standing for re-election as Directors:

The profiles of the Directors who are standing for re-election at the Seventh Annual General Meeting are set out in the Profile of Directors of this Annual Report. Their shareholdings in the Company and its subsidiaries are set out in the Analysis of Shareholdings of this Annual Report.

VOIRVOIR HOLDINGS BERHAD (765218-V)

(Incorporated In Malaysia)

FORM OF PROXY CDS Account Number

RESOLUTIONS FOR AGAINST

Resolution 1 To re-elect as Director, Ham Hon Kit

Resolution 2 To re-elect as Director, Lee Yuet Sum

Resolution 3 To re-elect as Director, Shaari Bin Haron

Resolution 4 To re-appoint as Director, Leow Bock Lim

Resolution 5 To approve the payment of Directors’ fees

Resolution 6 To re-appoint Auditors

Resolution 7 To authorise Directors to issue shares

Resolution 8 To approve the Proposed Renewal of Shareholders’ Mandate for recurrent related party transactions

I/We

NRIC No./Company No.

of

being a member/members of VOIR HOLDINGS BERHAD hereby appoint

NRIC No.

or failing whom, NRIC No. or failing whom, the Chairman of the Meeting as my/our proxy to attend and vote on my/our behalf at the Seventh Annual General Meeting of the Company to be held at Perdana 1 Room, 1st Floor, Bukit Jalil Golf & Country Resort, Jalan 3/155 B, Bukit Jalil, 57000 Kuala Lumpur on Thursday, 26 June 2014 at 10.00 a.m. and at any adjournment thereof.

(Please indicate with an “X” in the appropriate boxes on how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion.)

For appointment of two proxies, the shareholdings to be represented by the proxies:

Proxies No. of shares

Proxy 1

Proxy 2

Total

Dated this day of 2014 Number of shares held

Signature/Common Seal of Member

Notes:

1. Only members whose names appear in the Record of Depositors on 19 June 2014 shall be eligible to attend the Meeting.

2. A member entitled to attend and vote shall not be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.

3. A proxy may but need not be a member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.

4. In the case of a corporate member, the instrument appointing a proxy shall be either (a) under its common seal; or (b) signed by its attorney or an authorised officer on behalf of the corporation and supported by a certified true copy of the resolution appointing such officer or certified true copy of the power of attorney.

5. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991,which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

6. The instrument appointing a proxy shall be deposited at the registered office of the Company situated at B-3-9, 3rd Floor, Block B, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, not less than forty eight (48) hours before the time appointed for holding the meeting.

The Company Secretaries

VOIR HOLDINGS BERHAD (765218-V)B-3-9, 3rd Floor, Block B, Megan Avenue IINo. 12, Jalan Yap Kwan Seng50450 Kuala Lumpur

AFFIX STAMP

1st fold here

Fold this flap for sealing

Then fold here

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