M&a Acquisition Reportfinal - hhh07073443

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2024 AQUISITION
REPORT
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VALUES
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Citaglobal Berhad conglomerate Citaglobal are highest level of innovation to inclusion must
Annual Report 2022 is that the fully committed integrity and enhance remain at the
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VENUE DATE
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Negotiated Offer
State Room 2,
KM Resort & Hotel
Kudat, Sudeikat,
Sabah, 60000
Tuesday,
26 March 2024
TIME
Malaysia
Acceptance
10:00 a.m.
TABLE OF CONTENTS
2 Business Structure
4 Corporate Information
6 Board of Directors
8 Directors’ Profile
12 Group Key Senior Management
15 Chairman’s Statement
17 Management Discussion & Analysis
22 Sustainability Statement
30 Corporate Governance Overview Statement
46 Additional Compliance Information
48 Audit Committee Report
52 Statement on Risk Management and Internal Control
56 Directors’ Responsibility Statement
57 Financial Statements
167 Analysis of Shareholdings
170 Analysis of ICPS Holdings
172 Analysis of Warrant A Holdings
174 Analysis of Warrant B Holdings
176 List of Properties
177 Notice of Annual General Meeting
Form of Proxy
CITAGLOBAL BERHAD (formerly known as WZ Satu Berhad) ACQUISITION
2 Registration No. 200401027590 (666098-X) REPORT 2024
BUSINESS
STRUCTURE
# CIVIL ENGINEERING & PROPERTY

ENERGY TELECOMMUNICATIONS MANUFACTURING
CONSTRUCTION
OIL & GAS TOWER
*CITAGLOBAL *CITAGLOBAL
CITAGLOBAL ENERGY CITAGLOBAL SINERGI DAYANG
TELECOMMUNICATION ENGINEERING SERVICES
SDN BHD INDUSTRIES SDN BHD SDN BHD
SDN BHD SDN BHD
POWER GENERATION FIBERISATION
CITAGLOBAL *GETRA CITAGLOBAL LAND

POWERGEN SDN BHD SDN BHD SDN BHD
WZS BIOGAS
JERANTUT SDN BHD
RENEWABLE ENERGY
CITAGLOBAL RENEUCO
ENERGY SDN BHD
# The Energy Segment consists of the (a) Oil & Gas (b) Power Generation and (c) Renewable Energy business divisions.
* Citaglobal Berhad completed the acquisition of the Citaglobal Enginering Services Sdn Bhd Group on 10 November 2022.
INNOVATION CITAGLOBAL BERHAD (formerly known as WZ Satu Berhad)
REPORT 2024 Registration No. 200401027590 (666098-X)
3
STABLE
FOUNDATION
Our track record is proof of our ability to handle
major infrastructural and architectural projects.
Our expertise and extensive experience enable us
to turn every project into an achievement.
CITAGLOBAL BERHAD (formerly known as WZ Satu Berhad) ANNUAL REPORT
4 Registration No. 200401027590 (666098-X) 2024
CORPORATE
INFORMATION
AUDIT COMMITTEE
Encik Rosli Bin Shafiei (Chairman)
YBhg. Dato’ Syed Kamarulzaman Bin Dato’ Syed Zainol Khodki

Shahabudin (Member)
YBhg. Datuk Idris Bin Haji Hashim J. P. (Member)
YBhg. Dato’ Mohan A/L C Sinnathamby (Member)

BOARD OF
DIRECTORS
NOMINATION AND REMUNERATION COMMITTEE

Shahabudin (Chairman)
YBhg. Tan Sri Dato’ Sri (Dr.) Mohamad Norza YBhg. Datuk Idris Bin Haji Hashim J. P. (Member)
Bin Zakaria
Executive Chairman & President Encik Rosli Bin Shafiei (Member)
Encik Ikhlas Bin Kamarudin YM Tengku Dato’ Indera Zubir Bin Tengku Dato' Ubaidillah
Non-Independent Non-Executive Director (Member)
(Ceased on 20 September 2022)
Encik Rosli Bin Shafiei
Independent Non-Executive Director
LONG TERM INCENTIVE PLAN COMMITTEE
YBhg. Datuk Idris Bin Haji Hashim J.P.
Independent Non-Executive Director Encik Ikhlas Bin Kamarudin (Chairman)
(Appointed on 20 September 2022)
YBhg. Dato’ Syed Kamarulzaman Bin Dato’
Syed Zainol Khodki Shahabudin Encik Rosli Bin Shafiei (Member)
YBhg. Dato’ Mohan A/L C Sinnathamby Shahabudin (Member)
YM Tengku Dato’ Sri Uzir Bin Tengku Dato’ Ubaidillah (Chairman)
Encik Aimi Aizal Bin Nasharuddin (Ceased on 20 September 2022)
YM Tengku Dato' Sri Uzir Bin Tengku RISK, FINANCE AND INVESTMENT COMMITTEE
Dato' Ubaidillah
Executive Vice Chairman Encik Aimi Aizal Bin Nasharuddin (Chairman)
(Resigned on 20 September 2022) (Appointed on 20 September 2022)
(Redesignated from Member to Chairman on 28 February 2023)
YM Tengku Dato’ Indera Zubir Bin Tengku
Dato' Ubaidillah YBhg. Tan Sri Dato’ Sri (Dr.) Mohamad Norza Bin Zakaria
Non-Independent Non-Executive Director (Redesignated from Chairman to Member on 28 February 2023)
(Resigned on 20 September 2022)
Encik Ikhlas Bin Kamarudin
(Appointed on 28 February 2023)
YM Tengku Dato' Sri Uzir Bin Tengku Dato’ Ubaidillah

(Ceased on 20 September 2022)
YBhg. Dato’ Mohan A/L C Sinnathamby

(Ceased on 28 February 2023)
ANNUAL REPORT CITAGLOBAL BERHAD (formerly known as WZ Satu Berhad)
2024 Registration No. 200401027590 (666098-X)
5
CORPORATE INFORMATION
(Continued)
SHARIAH ADVISORY COMMITTEE AUDITORS STOCK EXCHANGE
YBhg. Dato’ Syed Kamarulzaman Bin Messrs. Baker Tilly Monteiro Heng PLT Main Market of Bursa Malaysia
Dato’ Syed Zainol Khodki Shahabudin [201906000600 (LLP0019411-LCA) & Securities Berhad
(Chairman) AF 0117]
Baker Tilly Tower Stock Name : CITAGLB
Encik Ikhlas Bin Kamarudin (Member) Level 10, Tower 1, Avenue 5 Stock Code : 7245
Bangsar South City
Encik Mahamahpoyi Hj Walah (Advisor) 59200 Kuala Lumpur Preference Stock Name : CITAGLB-PA
Mr. Chan Fook Kwong Wilayah Persekutuan Preference Stock Code : 7245PA
(Management Representative) Tel : 03-2297 1000
Fax : 03-2282 9980 Warrant Name : CITAGLB-WA
Warrant Code : 7245WA
GROUP KEY SENIOR MANAGEMENT
Warrant Name : CITAGLB-WB
YBhg. Tan Sri Dato’ Sri (Dr.) Mohamad Warrant Code : 7245WB
Norza Bin Zakaria
Executive Chairman & President
PRINCIPAL BANKERS PRINCIPAL PLACE OF BUSINESS
Encik Wan Shariman Bin Wan Mohamed
Group Chief Operating Officer United Overseas Bank (Malaysia) Level 9, Block 4,
(Appointed on 1 August 2022) Berhad Menara TH Plaza Sentral
[Registration No. 199301017069 Jalan Stesen Sentral 5,
Mr. Chan Fook Kwong (271809-K)] KL Sentral
Chief Financial Officer AmBank Islamic Berhad 50470 Kuala Lumpur
Encik Azly Bin Abdul Kadir [Registration No. 199401009897 Wilayah Persekutuan
Head of Civil Engineering and (295576-U)] Tel : 03-2773 8800
Construction Affin Islamic Bank Berhad Fax : 03-2773 8878
(Appointed on 14 November 2022) [Registration No. 200501027372
(709506-V)]
Dr. Sivakumar Suppremaniam
Head of Energy
SHARE REGISTRAR CORPORATE WEBSITE
(Appointed on 3 January 2023)
Securities Services (Holdings) Sdn. Bhd. www.citaglobal.my
Mr. Tan Chong Boon [Registration No. 197701005827 (36869-T)]
Head of Manufacturing Level 7, Menara Milenium
Jalan Damanlela
Encik Azlan Shah Bin Mohd Yusoh Pusat Bandar Damansara
Head of Property Development Damansara Heights
(Appointed on 20 October 2022) 50490 Kuala Lumpur
Wilayah Persekutuan
Encik Rodzi Ahmad Tel : 03-2084 9000
Head of Telecommunications Fax : 03-2094 9940
(Appointed on 2 February 2023)
COMPANY SECRETARIES REGISTERED OFFICE

Level 7, Menara Milenium
Chua Siew Chuan
Jalan Damanlela
(SSM PC NO. 201908002648)
Pusat Bandar Damansara
(MAICSA 0777689)
Damansara Heights
50490 Kuala Lumpur
Yau Jye Yee
Wilayah Persekutuan
(SSM PC NO. 202008000733)
Tel : 03-2084 9000
(MAICSA 7059233)
Fax : 03-2094 9940
BOARD OF
DIRECTORS
from left to right:
YBHG TAN SRI DATO’ SRI (DR.) ENCIK IKHLAS BIN ENCIK ROSLI BIN SHAFIEI YBHG DATUK IDRIS BIN HAJI
MOHAMAD NORZA BIN KAMARUDIN Independent Non-Executive HASHIM J. P.
ZAKARIA Non-Independent Non-Executive Director Independent Non-Executive
Executive Chairman & President Director Director
Ye
ears of Service* Age
1 year
1 21-30
3 years 1
3 51-60
7 years 3
61-70
1
8 years 3
2
* Ye
ears of service is calculated up to 31 December 2022.
7
BOARD OF DIRECTORS
(Continued)
YBHG DATO’ SYED KAMARULZAMAN BIN YBHG DATO’ MOHAN A/L C SINNATHAMBY ENCIK AIMI AIZAL BIN NASHARUDDIN
DATO’ SYED ZAINOL KHODKI Independent Non-Executive Director Independent Non-Executive Director
SHAHABUDIN
Nattionality
7 Malayssians
DIRECTORS’
PROFILE
YBHG TAN SRI DATO’ SRI (DR.) MOHAMAD NORZA BIN ZAKARIA Age Gender Nationality
Executive Chairman & President 56 Male Malaysian
YBhg Tan Sri Dato’ Sri (Dr.) Mohamad Norza bin Zakaria was appointed on 13 December 2019 as the Date of appointment :
Non-Independent Non-Executive Deputy Chairman of the Company and was subsequently redesignated as the 13 December 2019
Executive Chairman on 14 May 2020. On 8 September 2021, he was redesignated from Executive Chairman to
the Executive Chairman & President of the Company.
Board Committees
He holds a Bachelor of Commerce (Major in Accounting) from the University of Wollongong, New South Wales, membership(s):
Australia. He is a Fellow of CPA Australia (FCPA) from CPA Australia Ltd and a Chartered Accountant (CA) from • Risk, Finance and Investment
the Malaysian Institute of Accountants (MIA). Committee(Member)
He began his career as a Senior Audit Assistant in Messrs. Arthur Andersen & Co. / Hanafiah, Raslan & Mohamad (Redesignation on 28 February
in 1988 before joining Bank Negara Malaysia as the Executive of Bank Regulation Department in 1990. Later, he 2023)
joined PETRONAS as the Senior Executive in the Finance and Administration Department in Gas and
Petrochemical Development Division until April 1994. He moved up the corporate ladder as the Group Financial
Controller of SPK-Sentosa Corporation Berhad before he became the Group General Manager of Audit in Mun
Loong Berhad in 1995 until 1997.
He was the Chief Executive Officer (CEO) of Gabungan Strategik Sdn Bhd from 1998 until 2004. His notable
contribution in the Government sector was the Political Secretary to the Minister of Finance II from 2004 until 2008.
He is currently the Executive Chairman & President of TIZA Global Sdn Bhd (formerly known as Citaglobal Sdn
Bhd), a post he has held since April 2008.
He champions sports in Malaysia and nurtures national athletes through his posts as the President of the Olympic
Council of Malaysia (OCM) and Badminton Association of Malaysia (BAM). He is also the Road to Gold (RTG)
committee Co-Chairman, which was formed by the Ministry of Youth and Sports to help Malaysian athletes achieve
their first Olympic gold in the 2024 Paris Olympic Games.
In the past, he has held several prominent positions, including Chairperson of the Board of the National Sports
Institute (NSI), Honorary Treasurer of the Football Association of Malaysia (FAM), President of the Kuala Lumpur
Badminton Association (KLBA) and President of the Royal Malaysian Polo Association (RMPA). He is also the
President of the Commonwealth Games Association of Malaysia (CGA Malaysia) and a Board Member & Audit
Committee Chairman of the National Sports Council (NSC).
He is a major shareholder of the Company by virtue of his direct interest in TIZA Global Sdn Bhd (formerly known
as Citaglobal Sdn Bhd) (TIZA Global) and indirect interest in Citaglobal Energy Resources Sdn Bhd held via TIZA
Global pursuant to Section 8 of the Companies Act 2016.
He attended all 7 out of 7 Board of Director’s Meetings held for the financial year ended 31 December 2022.
ENCIK IKHLAS BIN KAMARUDIN Age Gender Nationality

Non-Independent Non-Executive Director 30 Male Malaysian
Encik Ikhlas Bin Kamarudin, was appointed as a Non-Independent Non-Executive Director on 30 October 2019. Date of appointment :
30 October 2019
He holds a degree in International Business, Finance and Economics from Alliance Manchester Business School,
University of Manchester, England.
Board Committees
He was a part of Air Asia Berhad’s management trainee program in Year 2009 for 6 months and was involved in 3 membership(s):
key departments, i.e. operations, corporate finance and corporate culture. • Long Tem Incentive Plan
In 2016, he held the position of Chief Strategic Officer in Vidi and was responsible for the strategic planning, Committee (Chairman)
budgeting as well as the commercial and marketing department of Vidi. (Appointed on 20 September
2022)
From March 2019 to October 2019, he was the Head of International Business Development for Airasia.com. He
• Risk, Finance and Investment
was responsible for the sourcing and partnerships team as well as manage key partnerships team that manages
Committee (Member) (Appointed
relationships and campaigns with key partners.
on 28 February 2023)
He is the founder of AIIS Solutions Sdn Bhd (“AIIS”) and currently holding the position of Finance Director in AIIS • Shariah Advisory Committee
since Year 2013. He is responsible for the financial controlling and strategic direction of AIIS. He is also currently (Member)
holding the role of Head of Islamic Line of Business in Airasia.com, in charge of Umrah and Muslim friendly travel.
He is also a major shareholder of the Company by virtue of his interest in Citaglobal Energy Resources Sdn. Bhd.,
a major shareholder of the Company pursuant to Section 8 of the Companies Act 2016.
He attended 4 out of 7 Board of Directors’ Meetings held for the financial year ended 31 December 2022.
17
MANAGEMENT
DISCUSSION & ANALYSIS
CITAGLOBAL BERHAD IS PRINCIPALLY

INVOLVED IN CIVIL ENGINEERING AND
CONSTRUCTION, ENERGY AND
MANUFACTURING
This Management Discussion and Analysis (“MDA”) of the Citaglobal Berhad
(“the Company”) (“Citaglobal”) and its subsidiaries (“the Group”) is to provide
the shareholders/ stakeholders with an overview, understanding and
appreciation of the financial and operating performances of the Group for the
financial year ended 31 December 2022 (“FY2022”). Any information,
assumptions, patterns and/or trends provided that is predictive or futuristic in
nature should not be taken as absolute and/or construed to necessarily continue
in the foreseeable future. This MDA should be read in conjunction with the
Audited Financial Statements for the FY2022 and the related notes thereto.
The Group is principally involved in Civil Engineering and Construction (“CEC”),

Energy and Manufacturing. The CEC segment is primarily involved in
infrastructure construction contracts. The Energy segment is principally
engaged in onshore oil and gas downstream activities, renewable energy and
power generation. The Manufacturing segment is the manufacturing of cold
drawn bright steel products.
GROUP FINANCIAL PERFORMANCE
Revenue decreased year on year from RM247.4 million in the financial year
ended 31 December 2021 (“FY2021”) to RM215.4 million in the FY2022 by
13% or RM32.0 million. The lower revenue was due to the decrease in
revenues of RM39.9 million and RM7.1 million registered by the Energy and
CEC segments, respectively. This was offset by the higher revenues of RM3.3
million and RM11.7 million registered by the Manufacturing and remaining
segments, respectively.
Profit before tax decreased year on year from a profit before tax of RM4.8
million in the FY2021 to a loss before tax of RM39.1 million in the FY2022 by
921% or RM43.9 million. The decrease in profit before tax was due to the
weaker results of RM7.2 million, RM2.7 million and RM34.7 million registered
in the Energy, Manufacturing and remaining segments. This was offset by the
stronger result of RM0.7 million registered by the CEC segment.
The main reason for the significant loss from the remaining segment was due
to the impairment of goodwill arising from the acquisition of Citaglobal
Engineering Services Sdn Bhd (“CESSB”) of RM47.9 million. On 15 June, the
Company entered into a Share Purchase Agreement for the acquisition of
CESSB via the issuance of 736,842,105 consideration shares (new Citaglobal
ordinary shares) at a fixed issue price of 19 sen per consideration share. At
the date of completion of the acquisition of CESSB on 10 November 2022, the
MANAGEMENT DISCUSSION & ANALYSIS

(Continued)
market price/fair value was 25.5 sen per consideration share. The appreciation of the Company’s share price gave rise to an additional
share value of 6.5 sen per consideration share. As a prudent measure and based on prevailing accounting standard MFRS 3, the
Board has deliberated to fully impair the excess goodwill in the FY2022. If excluded the goodwill impairment of RM47.9 million, the
Group would have registered a profit before tax of RM8.8 million in the FY2022.
The financial results are further analysed in the following section of "Review of Operating Activities and Risks":
REVIEW OF OPERATING ACTIVITIES AND RISKS
CIVIL ENGINEERING AND

CONSTRUCTION SEGMENT
Review
Revenue decreased year on year from RM114.4 million in the FY2021
to RM107.3 million in the FY2022 by 6% or RM7.1 million. The lower
revenue was due to the PR1MA Phase 1 Project is at its tail end at the
end of the current financial year as compared to the preceding financial
year where it contributed more than a third of the segment’s revenue.
Profit before tax increased year on year from RM6.4 million in the
FY2021 to RM7.1 million in the FY2022 by 11% or RM0.7 million. The
higher profit before tax was due to the acquisition of Citaglobal
Engineering Services Sdn Bhd (“CESSB”) on 10 November 2022 which
contributed to the segment’s bottom line post-acquisition.
Challenges
The outlook for this segment greatly depends on the Group’s ongoing
efforts to secure new projects with reasonable margins to replenish the
current order book. Given the competitive environment, the
Management continues to be selective and strategic in prospecting for
new contracts.
Furthermore, the Management is aware of the execution risks including
those of costs overruns and clients’ non-payments for ongoing projects.
Therefore, the Management will remain highly vigilant in order to
mitigate these risks via close monitoring of every level of project
activities primarily in engineering, procurement and construction.
Prospects
As at 31 December 2022, the segment had an accumulated order book
of RM681.8 million to sustain operations for the next five financial years. REVENUE
Other key potential project in the pipeline is Sanglang Integrated Jetty,
Perlis where CESSB has accepted a Letter of Intent (“LOI”) issued by
RM107.3million
the Client i.e. Mutiara Perlis Sdn Bhd for Phase 1A with an estimated
value of RM200.0 million. In addition, Citaglobal Berhad together with
Reneuco Berhad via a joint venture has accepted a LOI from Malaysia PROFIT BEFORE TAX
RM7.1million
Rail Link Sdn Bhd to develop an independent power producer project
for the East Coast Rail Link network. CESSB is pursuing to secure a
significant amount of contract from the joint venture for the civil
engineering and construction works.
19

(Continued)
ENERGY SEGMENT
Review
The segment consists of the Oil & Gas, the Renewable Energy
and the Power Generation business divisions.
Revenue decreased from RM85.0 million in FY2021 to
RM45.1 million in FY2022 by 47% or RM39.9 million. The
reduction in revenue mainly from Oil & Gas division, due to
reduction in Oil & Gas downstream development which had
adversely impacted the new orders and revenue performance.
Profit before tax decreased year on year from a profit before
tax of RM3.0 million in the FY2021 to a loss before tax of
RM4.2 million in the FY2022, lower by 240% or RM7.2 million.
The reduction in profit before tax mainly from Oil & Gas
division. Despite operating expenses reduced with cost
savings of RM0.8 million coupled with better gross margin
performance (18.3% in FY2021 vs 28.9% in FY2022), the main
contributor to profit reduction is because of lower revenue and
higher financing costs. Prospects
Challenges In FY2023 CITAGLOBAL ENERGY Management will focus on
FY2023 Oil & Gas industry forecasted to be less active in reducing operational costs, completing of active projects and
greenfield projects but will see a series of busy tendering collecting the progress claims diligently. At the same time
activities for brownfields and long-term services contracts. CITAGLOBAL ENERGY Management is focused on enhancing
Competition remains stiff among contractors in Engineering, our fabrication and services business divisions that will be a key
Procurement, Construction and Commissioning (EPCC) and element in projects coming to maturity of construction in FY2023.
Topside Major Maintenance (TMM) sectors which remain highly CITAGLOBAL ENERGY Management is also driving the transition
competitive. CITAGLOBAL ENERGY will need to also face the from fossil energy sector to diversify into renewable energy
challenge of maintaining a right sized overhead cost in order to development works (i.e. BESS, solar and hydro) via strategic
manage highly aggressive pricing by smaller sized competitors. collaborations with technical partners and strategic client
engagements. This transition is expected to allow CITAGLOBAL
The Oil & Gas upstream sector will be focused on works related ENERGY to expand its services portfolios into wider customer
to maintenance and repairs, whereas the downstream sector is base. The inclusion of Power Generation and Renewable Gas
expected to start turnaround work. The industry tendering Engines as part of the energy offering is expected to boost the
activities for major works are expected to pick up towards later supply and service range of products with Product Services being
of FY2023. repositioned as part of Power Generation division.
The renewable energy segment is expected to continue on With the new products such as BESS, Solar services offering,
positive trajectory. However, the unlocking of processes to Biogas plants with green engines and wider new range of product
enable ease of doing business in this segment remains a sales, FY2023 is projected to show a stronger market venture that
challenge and is expected to continue in FY2023. The will be key foundation for stronger FY2024 business.
technology and deployment of various renewable business
initiatives such as BESS, Green Mobility and Hydrogen power
continue to flourish in neighboring countries due to various REVENUE
initiatives and policies implemented thus the market capitalisation
is fast being taken up creating an opportunity challenge. RM45.1million
Power generation is also in transition towards green initiatives,
however the lack of interest and awareness are due to cheaper
available fossil oil driven engines. The industry will need to be LOSS BEFORE TAX
continuously educated and policies must be enforced to help
the industry to move into reduced CO2 footprint platform. RM4.2million

(Continued)
MANUFACTURING
Review
Revenue of Citaglobal Industries Sdn Bhd (formerly known as
WZS Industries Sdn Bhd) increased from RM46.8 million in
FY2021 to RM50.1 million in FY2022 by 7% or RM3.3 million. The
increase in revenue was due to the higher steel prices in FY2022
which translated into higher average revenue per metric tonne.
However, profit before tax decreased from RM5.4 million in the
FY2021 to RM2.7 million in the FY2022 by 50% or RM2.7 million.
The decrease in profit before tax was due to the lower profit
margin because of the higher raw material costs and lower sales
volume in tandem with the higher steel prices.
Challenges
The unstable and fluctuation of recent steel prices and the higher
average cost of raw material has eroded the margin of the
products. The Management will continue to focus on cost cutting
measures to minimise its impact.
REVENUE
Prospects RM50.1million
The outlook of steel market is influenced by global high inflation,
elevated energy prices and geopolitical conflicts, the Group will PROFIT BEFORE TAX
continue to be responsive to market conditions and optimise
operational efficiencies. RM2.7million
GROUP
Total Assets And Liabilities
Total assets increased by RM145.8 million from RM333.3 million

in 2021 to RM479.1 million in 2022. This is mainly contributed by
the increase of goodwill on consolidation, property, plant and
equipment (“PPE”) and contract assets. Increase in goodwill on
consolidation is attributable to the acquisition of CESSB. Increase
in PPE is mainly due to the acquisition of a freehold agricultural
land in Sungai Karang, Kuantan, Pahang for RM10.5 million. The
increase in contract assets is due to the consolidation of CESSB
Group’s contract assets.
Total liabilities decreased by RM2.2 million from RM163.4 million

to RM161.2 million mainly contributed by the decrease in contract
liabilities and repayment of borrowings of RM14.9 million and
RM4.3 million, respectively, that was offset by the increase in
trade and other payables of RM15.5 million.
21

(Continued)
Shareholders’ Fund
During the financial year, the Company acquired CESSB via the
issuance of 736,842,105 consideration shares (new Citaglobal
ordinary shares) at a market value of 25.5 sen per consideration
share. This has led to a gross increase of RM187.9 million in the
share capital of the Company before goodwill impairment. As at
year end, the Group shareholders’ fund of RM317.9 million and
the short-term deposits, cash and bank balances of RM81.2
million, the Group is confident it has sufficient resources to be
resilient and remain competitive.
Dividend Policy
The Company has a dividend policy to distribute 20% to 35% of
the consolidated profit after tax and non-controlling interest in
respect of any financial year to its shareholders, subject to the
availability of distributable profits and provided that such
distribution will not be detrimental to the Company after taking
into account, amongst others, the capital requirements and
working capital needs of the Group.
The directors do not recommend the payment of any dividend in
respect of the financial year ended 31 December 2022.
Strategies
The Group is expected to stay its course and remain focus on the
key areas of competency namely Civil Engineering and
Construction, Energy and Manufacturing.
The Group is in a transition phase to focus on its renewable
energy and telecommunication divisions to contribute positively
to the Group.
The performance outlook of the Group will depend on the actual
commencement date of contracts and the finalisation of joint
venture agreements with various collaborative partners.
TOTAL ASSETS
RM479.1million
TOTAL LIABILITIES
RM161.2million
SUSTAINABILITY
STATEMENT
DEFINITION OF ABBREVIATIONS
Except when the context otherwise requires, the following definition of abbreviations shall apply throughout this report:
ABBREVIIATION DESCRIPTION
The
e Group Citaglobal Berhad (formerly known as WZ Satu Berhad)
CG Energy Citaglobal Energy Sdn. Bhd. (formerly known as WZS Misi Setia Sdn Bhd)
CG Land Citaglobal Land Sdn. Bhd. (formerly known as WZS Binaraya Sdn Bhd)
CG Industries Citaglobal Industries Sdn. Bhd. (formerly known as WZS Industries Sdn Bhd)
INTRODUCTION
WZ Satu Berhad changed its name to Citaglobal Berhad in June 2022 This Sustainability Statement is produced pursuant to
to better portray the Group’s intention to transform into a conglomerate Bursa Malaysia Securities Berhad (“Bursa
that is involved in facilities management, telecommunications, energy, Securities”)’s Main Market Listing Requirements. It
infrastructure and technology sectors. Citaglobal Berhad Group describes our performance on non-financial metrics for
(“the Group”) has continuously recognised and prioritised the the period from 1 January 2022 to 31 December 2022
importance of sustainability of the Group as we attempt to achieve covering our initiatives on economic, environmental
continual financial performance and uninterrupted growth. The Group and social (“EES”) related sustainability matters.
is cognisant of the need to grow its businesses in a sustainable and
responsible manner. Although challenges brought upon by the
COVID-19 pandemic remain to be a factor, we continue to undertake GOVERNANCE FRAMEWORK
every initiative to integrate sustainability into our business operations
and practices. The Board acknowledges the importance for the
Group to adopt and continuously practise good
corporate governance throughout the Group’s
operations in ensuring accountability and
transparency, as a fundamental part of discharging its
responsibilities towards protecting and enhancing the
shareholders’ value and financial performance of the
Group.
Our Group’s sustainability strategy is determined by

our Board of Directors, who provides oversight of our
corporate sustainability policies and performance. The
Senior Management, on the other hand, oversees the
implementation of the Group’s sustainability approach
and ensures that key targets are met. The respective
Heads of Business Divisions are responsible for
identifying, evaluating, monitoring and managing EES
risks and opportunities directly.
23
SUSTAINABILITY STATEMENT
(Continued)
STAKEHOLDERS ENGAGEMENT
The Group recognises the importance of effective communication to ensure that our stakeholders understand our business,
governance, financial performance and prospects. We define our stakeholders as those impacted by our activities and projects whose
interest may have positive or negative consequences due to our activities and projects.
STAKEHOLDERS FOR
RMS OF ENGAGEMENT
• M
Meetings
Customers • Feedbacks / Client Satisfaction Surveys
F
• M
Marketing plans
• Annual General Meeting

A
Shareholders/ • N
Notices / Circulars
Investors • C
Company's website
• Meetings
M
Su
uppliers • E
Evaluations / Feedbacks
• Annual Performance Management review based on KPI and Core Competencies

A
Em
mployees • E
Employee Career Development through training
• Succession Planning
S
• Employee Engagement Sessions / Programs
E
• Employee Satisfaction Survey
E
• To
Town Hall Meetings / Meetings / Discussions
• A
Active engagement with respective regulating agencies and bodies
Re
egulatory and • Inspection by local authority
Statutory bodies • Annual licence / certification renewal
A
• Compliance to all Malaysian legislations
C
• P
Principal engagement
Prrincipal Partners • Quarterly progress discussion
Q
• P
Participating in programmes held by government agencies:
Go
overnment › Department of Occupational Safety and Health (“DOSH”);
Ag
gencies › National Institute of Occupational Safety & Health (“NIOSH”)
› Construction Industry Development Board (“CIDB”)
Our website, which is regularly updated, serves to promote and facilitate communication with our stakeholders while providing them
with useful information about the Group and its subsidiaries. Moving forward, we will continue working to address the challenges and
opportunities identified through feedback from our stakeholders.
(Continued)
KEY SUSTAINABILITY MATTERS
The followings are the Group’s material sustainability matters as identified through our materiality assessment:
PILLAR KEY SUSTAINABILITY MATTERS
• Financial Performance
Economic • Anti-bribery and Anti-corruption
• Customer Engagement
Environmental • Environmental Compliance
• Employment Diversity and Equal Opportunity

• Occupational Health and Safety
Social • Training and Education
• Community Investment
ECONOMIC
The Group is principally involved in the business of civil engineering and construction, energy and manufacturing. The Group’s strong
order book has created employment opportunities for many Malaysians. The Group aims to maintain sustainable businesses to
continue its contribution to Malaysia’s economic and social development. Indeed, we endeavor to inculcate sustainability within our
core operations, in pursuit of creating long-term value for our stakeholders.
Financial Performance
The sustainability of our subsidiaries’ businesses is vital for growth and continuity. Despite the continuing COVID-19 pandemic
throughout FY2022, the Group expects a positive recovery in economic growth and strives to deliver the best of products, services
and value to our stakeholders while creating positive economic impact and contribution to the community where we operate. In 2022,
the Group has completed the acquisition of Citaglobal Engineering Services Sdn Bhd from TIZA Global Sdn Bhd, which enables the
Group to focus in civil engineering & construction and telecommunication infrastructure.
Our Civil Engineering and Construction Segment (CG Land) has obtained Suruhanjaya Perkhidmatan Air Negara (“SPAN”) Permit
Pembetungan (C1 for Sewerage Work) for Water Services Industry work by SPAN, in carrying out construction, installation or
modification work of any part of a sewerage system.
As a Group, we are accountable to our investors. We strive to enhance our financial performance continuously to deliver value to our
investors and stakeholders. The financial performance and measures to ensure the economic sustainability of the Group are elaborated
in the Management Discussion & Analysis section as set out in this Annual Report.
Anti-Bribery and Anti-Corruption
The Group is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs.
With the enforcement of Section 17A of Malaysian Anti-Corruption Commission Act 2009 on 1 June 2020, the Group has affirmed its
commitment to uphold this by having a documented Anti-Bribery and Corruption Policy and Procedure (“ABC Policy and Procedure”)
approved by our Board of Directors for adoption. The said policy has been communicated to all management and employees and has
been uploaded to the Company’s website.
25
(Continued)
Anti-Bribery and Anti-Corruption (Cont’d)

The Group adopts the “No Gift” policy, subject only to exceptions which are stated in the ABC Policy and Procedure. Directors and
employees are not permitted to solicit or accept and give or offer any gifts or personal favours from or to any contractors, sub-contractors,
suppliers, consultants, bankers, dealers, customers or other parties having direct or indirect business dealings with the Group.
The Group has established whistle-blowing policy with the aim of providing a structured mechanism for any person including employees,
directors, business associates, third parties and the general public to report any concerns on any suspected or wrongful activities and
wrongdoings. These refer to any potential violations or concerns relating to any laws, rules, regulations, acts, ethics, integrity and
business conduct, including any violation or concerns relating to malpractice, embezzlement, illegal, immoral or fraudulent activities,
which will affect the business and image of the Group. The said policy has been communicated to all management and employees and
could be found on the Company’s website at www.citaglobal.my.
Customer Engagement
Customer engagement is one of the key factors to growing and sustaining our business and for us to remain competitive. We adopt
the customer-first approach which ensures that customer needs and expectations are determined, converted into requirements and
are met with the aim of enhancing customer satisfaction. This is accomplished by assuring continuous engagement with customers
through various progress meeting and business performance review meeting.
Our Civil Engineering and Construction Segment (CG Land) and Oil and Gas Division (CG Energy) are certified to ISO 9001:2015,
whereby this management system standard is a framework for improving and providing products and services that consistently meet
the requirements and expectations of our customers and other relevant interested parties in the most efficient manner possible. In
addition, this certification further evidences our commitment towards continual improvement that aims to reduce risks and increase
effectiveness.
Customer feedback via customer satisfaction survey exercise serves as part of our commitment towards customer engagement. The
certification above is a testament to our continuous improvement in sustainability efforts for quality management system as well as
our assurance of conformity to customers and applicable statutory and regulatory requirements.
ENVIRONMENTAL
In the field of environmental stewardship, we continued to demonstrate our commitment to conservation through emphasis on managing
our resources – reducing waste, practising energy efficiency and introducing initiatives to reduce emissions throughout our operations.
We continue to minimise the environmental impact of our activities by complying with all applicable environmental laws, regulations,
as well as engaging with our customers in compliance to the related environmental requirements. Our top management also
demonstrated their commitment through establishing a separate Environmental Policy for Oil and Gas Division, which states our
commitment to minimise the environmental impact of our activities, comply to all applicable laws and regulations and communicate
our commitment to our stakeholders.
In addition, we monitor our environmental performance by implementing self-regulation practices based on a set of environmental
mainstreaming tools, introduced by the Department of Environment (“DoE”) under the Guided Self-Regulation (“GSR”) programme.
Environmental Compliance
Our Civil Engineering and Construction Segment (CG Land) has been involved principally in Malaysia on various civil engineering
and infrastructural projects. This segment is supported by a strong and highly experienced management team comprising people with
a wealth of technical experience in handling major projects combined with the technology to enable it to undertake complex projects.
We are committed to contribute positively to the construction industry, providing innovative solutions and construction services in a
safe and responsible manner via our environmental policy commitment.
(Continued)
Environmental Compliance (Cont’d)

Our Oil and Gas Division (CG Energy) continues to minimise the environmental impact of our activities by complying with all applicable
environmental laws, regulations, as well as engaging with our customers in compliance with the related environmental requirements.
We also periodically assess our management system based on the Guided Self-Regulation (“GSR”) programme introduced by DoE.
In addition, our health and safety (“HSE”) team also ensures the fulfillment of the environmental requirements and monitors the
environmental indicators on our factory and development sites.
In 2022, there was no incidence of non-compliance with laws and regulations and we endeavor to maintain this track record.
SOCIAL
The Group’s corporate social responsibility activities are continuously guided by its firm belief that it can contribute positively to society
as a caring and responsible corporate entity. A sustainable business is one that enriches its people and the communities in which it
operates. We organise gatherings amongst employees in celebrating birthdays and festivities to foster relationships amongst
employees, while adhering to the Government imposed COVID-19 standard operating procedures restrictions.
We are concerned about the rights of the employees and ensure no discrimination and comply to all the necessary requirements and
policies under the relevant laws and regulations concerning employees. Our employees are well-trained to perform their duties with
care and professionalism. To ensure sustainability, we will continue to provide employees with relevant trainings so as to ensure their
excellent performance.
In addition, we reach out to society via our philanthropic and corporate social responsibility activities, aimed at the less fortunate where
we can make a difference and our employees can participate to give back and foster personal growth in the process.
Employment Diversity and Equal Opportunity
A diverse and inclusive workforce is always a concern for business growth and sustainability of the Group. To continue to achieve
diverse workforce, the Group has built and retained talent with equal opportunity regardless of age, race and gender.
We strongly believe that innovative solutions are developed through interaction amongst employees from different background,
knowledge and experience. Having a diverse workforce and ensuring equal opportunity can also help in our talent retention as this
will boost staff’s morale and lower talent churn rates.
We value our employees as they are key to competitive success in the marketplace which is vital for business sustainability. As part
of the Group hiring practice, we do not discriminate against any race, gender or minorities. Although we emphasise on equal
employment opportunity, we also stress that candidates are only hired based on suitability and competency. As at 31 December 2022,
our total workforce currently stands at 369.
27
(Continued)
Employment Diversity and Equal Opportunity (Cont’d)
Male employees accounted for 77% of our workforce. This is consistent with the Civil Engineering and Construction, Energy and
Manufacturing segments that we are engaged in. We strive to achieve a balanced gender equality at all levels of the organisation.
The employees are also provided with adequate welfare benefits such as medical, hospitalisation and personal accident insurance
coverage.
24%
23% 57%
WORKFORCE WORKFORCE
GENDER 3% ETHNIC
DIVERSITY DIVERSITY
77%
16%
Male Female Malay Chinese Indian Others
Occupational Health and Safety
We are aware that the nature of our diversified businesses exposes our employees to occupational health and safety risks. Health
and safety violations could result in fines and/or stop-work orders. We take pride in our achievements in maintaining high standards
on occupational health and safety measures to ensure compliance with statutory and regulatory requirements. The Group places high
importance on the health and safety of its employees and strives to maintain a workplace that is safe, risk-free and are continuously
working towards cultivating a strong health and safety culture in the workplace. Across our operations, we maintain a safe and healthy
working environment by implementing key measures to prevent injuries, fatalities and occupational illnesses at project sites and
workplaces.
Throughout the COVID-19 pandemic, we continue to ensure compliance with the government’s COVID-19 standard operating
procedures by educating our employees to embrace the new normal, avoiding the 3Cs (confined and enclosed spaces, crowded
places and close-contact settings) and practicing 3Ws (wear face mask, wash hands regularly, watch your distance).
Safety is always our number one priority. We leverage on health and safety best practices across our operations. Our wholly-owned
subsidiaries, CG Land, CG Energy and CG Industries are certified to ISO 9001:2015. In addition, CG Energy is also certified to ISO
45001:2018 which means that our occupational health and safety management system not only focus on controlling hazards but also,
encouraging risk-based thinking as a more proactive, flexible and preventative approach.
As part of our sustainability initiative, we have tracked our manhours worked without Lost Time Injury (“LTI”), and have included the
results in this Sustainability Statement. As at 31 December 2022, our Oil and Gas Division (CG Energy) and Civil Engineering and
Construction Segment (CG Land) achieved accumulated 17,286,669 manhours worked without LTI since 2006, and 7,776,888
manhours worked without LTI since 2018, respectively.
(Continued)
Occupational Health and Safety (Cont’d)
Manhours Worked Without Lost Time Injury
Company As at 31 December
2024 2023
CG Energy 17,286,669 16,993,689

CG Land 7,776,888 6,866,198
The Group believes in creating a strong safety culture and places employees’ and workers’ safety at the forefront. In 2022, we had
achieved our target where there were no reported fatalities in our workplace. The Group aims to continue to achieve this target in the
forthcoming year.
Target Performance in 2022
Life Loss: Zero Zero Fatality

Injury which resulted in Lost Time: Zero Zero Lost Time Injury (LTI)
Due to the nature of our operations, our employees are exposed to numerous types of hazards at the workplace. Therefore, it is our
utmost responsibility to safeguard our employee’s health and safety.
For our Oil & Gas Division (CG Energy), it is compulsory for every new site staff to attend the Oil & Gas Safety Passport (“OGSP”)
training programme hosted by the National Institute of Occupational Safety and Health (“NIOSH”). This is to enable all site staff to
acquire the prerequisite health and safety knowledge required for their respective jobs.
In addition, during 2022, our Civil Engineering and Construction Segment (CG Land) had obtained multiple recognitions and certificates
in respect of management system which covers safety aspects as follows:
Description of Recognition Entity Recognition by
3 stars rating for PR1MA P-QUICK (PR1MA Quality In-Construction CG Land Perbadanan PR1MA Malaysia
Compliance Check)
3 stars rating for PR1MA P-WAS (PR1MA Workmanship Assessment CG Land Perbadanan PR1MA Malaysia
System)
4 stars rating for PR1MA project P-EpSI (PR1MA-Environment plus CG Land Perbadanan PR1MA Malaysia
Safety Inspection)
4 stars rating for visionary leadership, efficient management and CG Land Construction Industry Development
technical capabilities, compliance to best practices, innovative, very Board
good integrated ICT system and project management.
Able to export services to international market
29
(Continued)
Learning & Development
We believe that an empowered learning and development team improves employee retention. The Group values the right employees
as our assets and it is imperative that the employees are kept abreast of the latest developments both professionally and personally.
Ultimately, the Group wish to have a high retention of employees who will grow with the organisation. Thus, the Group is prepared to
invest in employee’s career development.
In addition, employee retention is absolutely a key Human Resources objective that directly impacts the company’s bottom line and
is part of retaining top talents to improve organisational growth. Some of the Learning & Development programmes that the Company
had focused on thus far relevant to the businesses are Malaysian Financial Reporting Standards (MFRS), Finance for Non-Finance
Managers, Organisational Change and Enterprise Risk Management for Global Change, Green Building Index Standard for
Sustainability, Leadership & Coaching Programmes and Effective Strategic Management.
Community Investment
During the year, the Company donated to the following causes:-
No Name Purpose
1 Tabung Kebajikan Sukan Dan Sosial Polis Kuala Lumpur Kejohanan Golf Piala Ketua Polis Negara
2 Infiniti Indah Sdn Bhd Sponsorship For Pesta Kuantan 88
3 Pasukan Hoki Veteran Sultan Ahmad Shah Sponsorship For Masters Hockey World Cup 2022
4 Pertubuhan Kebajikan Serantau Sponsorship For "Jamuan Rakyat" Programme In Kelantan
5 Universiti Pendidikan Sultan Idris Sponsorship To Tabung Biasiswa Bitara UPSI
Moving Forward
We recognise that much can be done as far as sustainability efforts are concerned towards creating positive impacts on economic,
environmental and social aspects. The Group shall continuously seek for new opportunities to realise our sustainability commitment
and roadmap.
STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL
INTRODUCTION
The Board of Directors (“the Board”) is pleased to present its Statement on Risk Management and Internal Control for the financial
year ended 31 December 2022 (“Statement”). This Statement is prepared pursuant to Paragraph 15.26(b) of the Bursa Malaysia
Securities Berhad (“Bursa Securities”)’s Main Market Listing Requirements (“MMLR”).
The Board is also guided by the latest “Statement on Risk Management and Internal Control - Guidelines for Directors of Listed Issuers”
issued by the Task Force on Internal Control with the support and endorsement of the Bursa Securities and Principle B of the Malaysian
Code on Corporate Governance (“the Code”) - Risk Management and Internal Control Framework.
BOARD’S RESPONSIBILITIES
The Board affirms its overall responsibilities of good practice of corporate governance and is committed to maintain a sound system
of internal control and effective risk management to safeguard its investments and assets. The system will provide reasonable
assurance in ensuring the effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable
laws and regulations.
However, due to inherent limitations of any system of internal control and risk management, it should be noted that the system is
designed to manage rather than to eliminate the risk of failure to achieve the objectives. Therefore, any system of internal control for
that matter could only provide a reasonable and not complete assurance against any material misstatement or omission.
During the financial year under review, the Board is assisted by the Audit Committee, the Risk, Finance and Investment Committee,
the Internal Auditors and the Management to identify, approve, and implement policies and procedures on risk management and
internal control. The Risk, Finance and Investment Committee assumes the oversight on the risk management matters. Management
identifies and evaluates the risks faced, designs, implements and monitors an appropriate system of internal control in line with the
policies approved by the Board.
RISK MANAGEMENT FRAMEWORK
Risk management is regarded by the Board as part of the business operation activities of the Group. It is the Board’s priority to ensure
that uncertainties and investment risks in new business ventures are managed in order to safeguard the interest of the shareholders.
Collectively, the Board oversees and reviews the conduct of the Group’s businesses while the Executive Directors and Management
execute measures and controls to ensure that the risks are effectively managed.
53
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

(Continued)
The key aspects of the risk management framework are:
RISK IDENTIFICATION
AND ASSESSMENT
RISK OWERSHIP
ASSURANCE
AND RESPONSE
MONITORING AND RISK CONTROLS

REPORTING AND MITIGATION
The other key elements of the systems of internal control and the Board’s review mechanisms are as follows:-
a) Organisation structure with well-defined delegation of responsibilities and accountabilities for the Group’s operating units.
b) Establishment of the Nomination and Remuneration, Long Term Incentive Plan, Shariah Advisory and Risk, Finance and
Investment Committees, apart from the Audit Committee;
c) Clearly defined and documented internal policies and procedures for key operational areas have been established and is subject
to periodic review;
d) Establishment of the limits of Management’s approvals and authorities and the authority limit is to be reviewed from time to time;
e) Group Management Committee, attended by the Executive Chairman & President, Group Chief Operating Officer and respective
Head of Divisions, are held periodically to identify, discuss and report on operational performance, business strategy financial
and key management issues for effective monitoring and facilitating informed management decision making;
f) Establishment of Tender & Business Development Committee and Contract & Agreement Committee at management level to
review all proposals and contracts prior to participation in tender exercise and entering into contract agreement;
g) The Audit Committee regularly convenes meetings with the Internal Auditors to deliberate on the findings and recommendations
for improvement to the system of internal control of the Group. The Audit Committee reviews the action plans taken by the
Management to rectify the findings in a timely manner and to evaluate the effectiveness and adequacy of the Group’s system of
internal control; and
h) The Risk, Finance and Investment Committee (RFIC) reviews the potential exposure of major investments made by the Group
to ensure key business risks are identified, assessed and continuously monitored to safeguard shareholders’ investments and
the Group’s assets.

(Continued)
In accordance with the Statement on Risk Management and Internal Control - Guidelines for Directors of Listed Issuers issued by
Bursa Securities, the Management is responsible to the Board for:-
a) continuously reviewing the risk profile and action plan to be undertaken to manage the principle risks relevant to the businesses
of the Group;
b) designing, implementing and monitoring the risk management framework in accordance with the Group’s strategic vision and
overall risk appetite; and
c) identifying changes to risks or emerging risks, taking actions as appropriate and promptly bringing these to the attention of the
Board.
The Board has received assurances from the Executive Chairman & President, the Group Chief Operating Officer, the Chief Financial
Officer and the Senior Manager, Internal Audit and Risk Management that, to the best of their knowledge, the Group’s risk management
and system of internal control, in all material aspects, are operating effectively.
INTERNAL AUDIT FUNCTION
The Audit Committee engaged RSM, an external professional firm to provide independent internal audit services to the Group. RSM
provides the Audit Committee with quarterly reports of their audit findings and observations, together with recommendations and
Management’s action plans to enhance the systems of internal control. The Audit Committee reviews the internal audit reports and
reports to the Board on significant control issues noted. Follow-up audits are carried out to ascertain if Management’s actions are
effectively implemented.
In view of the intricacies of the culture and working environment of the Group, the internal audit function will be internalised by
developing an in-house internal audit team. The inhouse internal audit capabilities will continue to be strengthened and adequately
resourced to provide an independent assurance on the adequacy and effectiveness of systems of risk management and internal
controls. Puan Zunaina Zaini, Senior Manager, Internal Audit and Risk Management was brought-in in October 2022 to spearhead
the internalisation of the function.
During the financial year ended 31 December 2022, the cost incurred for the internal audit function (internal and outsourced) amounted
to approximately RM118,600/-.
OTHER RISK MITIGATION PROCESSES
The Board has also adopted various other processes to complement the system of internal control which include:-
a) the establishment of Board Charter and Code of Ethics and Conduct which assist the Directors and employees of the Group in
defining the minimal ethical standards and conducts in discharging their responsibilities; and
b) the implementation of a Whistle-Blowing Policy and Procedures to provide a channel for legitimate concerns to be raised by
employees or other stakeholders to the Audit Committee’s Chairman.
The Board Charter, Code of Ethics and Conduct and Whistle-Blowing Policy and Procedures of the Company are available for reference
on the Company’s website at www.citaglobal.my.
55

(Continued)
BOARD ASSURANCE AND LIMITATION
The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the Group.
While the Board reiterates that the risk management and systems of internal control are continuously improved in line with evolving
business developments, it should also be noted that all the risk management systems and systems of internal control can only manage
rather than eliminate the risks of failure to achieve business objectives. Therefore, these systems of internal control and risk
management in the Group can only provide reasonable but not absolute assurance against all material misstatements, frauds and
losses.
The Group has invested in associated companies namely SE Satu Sdn Bhd, SE Satu Pelangi Sdn Bhd and WZS Technologies Sdn
Bhd. While the Group has board representatives in the associated companies, the Group does not have management control in their
operations. Accordingly, the associated companies have not been dealt with and considered for the purposes of this Statement.
REVIEW OF STATEMENT BY THE EXTERNAL AUDITORS
Pursuant to Paragraph 15.23 of the Bursa Securities’ MMLR, the External Auditors have conducted a limited assurance engagement
on this Statement for inclusion in the Annual Report for the financial year ended 31 December 2022. Their assurance engagement
was performed pursuant to the scope set out in Audit and Assurance Practice Guide (“AAPG”) 3: Guidance for Auditors on
Engagements to Report on the Statement on Risk Management in accordance with ISAE 3000 (Revised 2015) and Internal Control
issued by Malaysian Institute of Accountants.
Based on their procedures performed, the External Auditors have reported to the Board that nothing has come to their attention that
causes them to believe that this Statement is not prepared, in all material respect, in accordance with disclosure required by paragraphs
41 and 42 of the Statement on Risk Management and Internal Control: Guidance for Directors of Listed Issuers as set out, nor it is
factually inaccurate. AAPG 3 does not require the External Auditors to consider whether this Statement covers all risks and controls,
or to form an opinion on the adequacy and effectiveness of the Group’s risk and control system.
BOARD’S CONCLUSION
For the financial year under review, the Board is of the view that the systems of internal control and risk management, procedures and
processes in place are reasonable, adequate and effective in safeguarding the assets of the Group, interests of shareholders and
other stakeholders.
DIRECTORS’
RESPONSIBILITY STATEMENT
The Directors are responsible for ensuring that the annual financial statements of the Group and of the Company are drawn up in
accordance with the applicable approved Malaysian Financial Reporting Standards (MFRS), International Financial Reporting
Standards (IFRS) and the provisions of the Companies Act 2016 and the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad. The annual financial statements are prepared with reasonable accuracy from the accounting records of the Group
and Company so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2022,
and their financial performance and cash flows for the financial year ended.
In the preparation of the annual financial statements, the Directors have also:-
• Adopted the appropriate and relevant accounting policies and applied them consistently;
• Made judgements and estimates that are reasonable and prudent; and
• Assessed the Group’s and the Company’s ability to continue as going concern, and confirmed that the annual financial statements
are prepared using the going concern basis of accounting.
The Directors are also responsible for:-
• Ensuring that the Group and the Company keep proper accounting and other records to enable the explanation of transactions
and preparation of financial statements; and
• Taking the necessary steps to ensure appropriate systems and internal controls are in place to safeguard the assets of the Group
and of the Company, as well as to prevent and detect fraud and any other irregularities.
The Directors confirmed that they have complied with the above requirements for the annual financial statements for the financial year
ended 31 December 2022.
99
NOTES TO THE FINANCIAL STATEMENTS

(Continued)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
3.21 Earnings per share
The Group present basic and diluted earnings per share data for its ordinary shares (“EPS”). Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary
shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average number
of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have significant effect in
determining the amount recognised in the financial year include the following:
4.1 Business combination
The initial accounting for the business combination of Citaglobal Engineering Services Sdn Bhd in the financial statements
of the Group involves judgement in identifying and determining the fair values to be assigned to Citaglobal Engineering
Services Sdn Bhd’s identifiable assets, liabilities and contingent liabilities and the cost of the combination. As at the date of
the financial statements are authorised for issue, the fair value of Citaglobal Engineering Services Sdn Bhd’s identifiable
assets, liabilities and contingent liabilities can only be determined provisionally pending the completion of a purchase price
allocation (“PPA”) on Citaglobal Engineering Services Sdn Bhd’s identifiable assets, liabilities and contingent liabilities. The
business combination of Citaglobal Engineering Services Sdn Bhd has been accounted using provisional values.
The fair values of the acquired assets and liabilities assumed are disclosed in Note 8.2 to the financial statements.
4.2 Impairment of goodwill
Goodwill is tested for impairment annually and at other times when such indicators exists. This requires an estimation of the
value-in-use of the cash-generating units to which goodwill is allocated. In determining the value-in-use of a cash-generating
unit, the management estimates the discounted cash flows using reasonable and supportable inputs about sales, gross
profit margin and other operating expenses based on past experience, current events and reasonably possible future
developments. When value-in-use calculations are undertaken, management must estimate the expected future cash flows
from the cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.
The carrying amount of the Group’s goodwill and key assumptions used to determine the recoverable amount for different
cash-generating units, including sensitivity analysis, are disclosed in Note 6 to the financial statements.
4.3 Revenue recognition for contract customers
The Group recognised construction revenue in the profit or loss by using the progress towards complete satisfaction of
performance obligation. The progress towards complete satisfaction of performance obligation is determined by the
proportion that construction costs incurred for work performed to date bear to the estimated total construction costs.
Significant judgement is required in determining the progress towards complete satisfaction of performance obligation, the
extent of the construction costs incurred, the estimated total construction revenue and expenses, as well as the recoverability
of the construction projects. In making the judgement, the Group evaluate based on past experience and by relying on the
work of specialists.
The carrying amounts of contract assets and contract liabilities are disclosed in Note 12 to the financial statements.
113

(Continued)
8. INVESTMENT IN SUBSIDIARIES
Company
2023 2024
RM'000 RM'000
Unquoted shares, at cost

At 1 January 264,799 252,466
Additions 199,911 12,333
464,710 264,799
Less: Accumulated impairment loss (213,303) (129,633)
At 31 December 251,407 135,166
The movement in accumulated impairment loss is as follows:
Company
2024 2023
RM'000 RM'000
At 1 January 129,633 129,447

Impairment loss during the year (Note 24) 83,670 186
At 31 December 213,303 129,633
The additional impairment losses on investment in certain subsidiaries during the financial year are based on recoverable amount
of the subsidiaries.
8.1 Details of the subsidiaries are as follows:
Principal
place of Effective
business/ Ownership
country of Interest/Voting
Name of Entities incorporation Rights Principal Activities
2022 2021
% %
Direct subsidiaries
Citaglobal Land Sdn Bhd Malaysia 100 100 Construction and civil engineering
(formerly known as WZS
BinaRaya Sdn Bhd)
Citaglobal Energy Sdn Bhd Malaysia 100 100 Contractor, sub-contractor and to
(formerly known as WZS Misi carry on fabrication, assembly and
Setia Sdn Bhd) testing works, trading and rendering
other technical services in oil and
gas industries
Citaglobal Industries Sdn Bhd Malaysia 100 100 Manufacturing and processing of
(formerly known as WZS cold drawn bright steel products
Industries Sdn Bhd) and related steel products

(Continued)
13. SHORT TERM DEPOSITS, CASH AND BANK BALANCES (CONTINUED)
The foreign currency exposure profile of cash and bank balances is as follows:
Group
2024 2023
RM'000 RM'000
United States Dollar 65 236
14. SHARE CAPITAL
Group and Company

2024 2023 2022 2021
Number of shares Amount
Units('000) Units('000) RM'000 RM'000
Issued and fully paid:

At 1 January 1,020,780 511,665 300,453 242,813
Acquisition of subsidiary 736,842 - 186,740 -
Conversion of ICPS to ordinary shares 120,720 358,668 10,792 32,064
Issuance of shares pursuant to the private placement - 150,447 - 25,576
At 31 December - ordinary shares with no par value 1,878,342 1,020,780 497,985 300,453
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.
During the financial year, the total number of issued shares of the Company increased from 1,020,780,500 units to 1,878,342,090
units by way of the issuance of:
(i) 120,719,485 new ordinary shares at an issue price of RM0.0894 per ordinary share from the conversion of Irredeemable
Convertible Preference Shares (“ICPS”) for the funding of future projects and working capital purposes with the conversion
ratio of 1 ICPS into 1 new ordinary share during the conversion period and no additional cash payment is required for the
conversion of the ICPS by ICPS holders. The calculation of issue price per share is made up after taking into account the
Warrants B reserves adjustments; and
(ii) During the financial year, the Company issued 736,842,105 new ordinary shares at a price of RM0.19 per ordinary share as
purchase consideration for the acquisition of a subsidiary pursuant to a share purchase agreement dated 15 June 2022.
For the purpose of accounting for the shares consideration, the fair value of RM0.255 per ordinary shares as at the date of
completion was recorded instead of the issue price of RM0.19 per ordinary share. The issued share capital of RM186,740,407
is made up after deducting transaction costs of RM1,154,329 which represents incremental costs directly attributable to the
equity transactions.
The issued share capital of the Company increased from RM300,452,620 to RM497,985,046.
The new ordinary shares issued during the financial year ranked pari-passu in all respects with the existing ordinary shares of
the Company.
135

(Continued)
21. REVENUE (CONTINUED)
Disaggregation of revenue
The Group and the Company report the following major segments: civil engineering and construction, energy, manufacturing and
others in accordance with MFRS 8 Operating Segments.
Construction Sale of Services Management

contracts goods rendered fees Others Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2022
Group
Goods and services
Civil engineering and construction 105,658 - 1,419 - 270 107,347
Energy 16,453 25,524 2,369 - 738 45,084
Manufacturing - 50,069 - - - 50,069
Others 12,911 - 20 - 5 12,936
135,022 75,593 3,808 - 1,013 215,436
Timing of revenue recognition:

At point in time - 75,593 3,808 - 1,008 80,409
Over time 135,022 - - - 5 135,027
135,022 75,593 3,808 - 1,013 215,436
Company
Services
Management fees - - - 2,333 - 2,333
Timing of revenue recognition:

Over time - - - 2,333 - 2,333

(Continued)
29. FINANCIAL INSTRUMENTS (CONTINUED)
29.2 Financial risk management (Continued)
(iii) Foreign currency risk (Continued)
Based on carrying amounts as at the end of the financial year, the material foreign currency denominated financial
assets and liabilities which expose the Group to currency risk are disclosed below: (Continued)
United
States Australian
Dollar Dollar Euro
RM'000 RM'000 RM'000
At 31 December 2021
Trade receivables 220 - -
Cash and bank balances 236 - -
Trade payables (907) (389) (324)
Net exposure (451) (389) (324)
Sensitivity analysis for foreign currency risk
The following demonstrates the sensitivity of the Group’s (loss)/profit after tax to a reasonably possible change in the
United States Dollar, Australian Dollar and Euro against the Ringgit Malaysia, with all other variables held constant.
2022 2021
RM'000 RM'000
United States Dollar/RM - strengthened 5% 20 (23)

- weakened 5% (20) 23
Australian Dollar/RM - strengthened 5% - (19)

- weakened 5% - 19
Euro/RM - strengthened 5% - (16)

- weakened 5% - 16
153

(Continued)
30. CAPITAL MANAGEMENT
The primary objective of the Group’s and of the Company’s capital management is to ensure that they maintain a strong credit
rating and healthy capital ratio in order to support their business and maximise shareholder value. The Group and the Company
manage their capital structure and make adjustments to it, in light of changes in economic conditions. To maintain or adjust the
capital structure, the Group and the Company may adjust the dividend payment to shareholders, return capital to shareholders
or issue new shares. No changes were made in the objectives, policies and processes during the financial year ended
31 December 2022 and 31 December 2021.
The debt-to-equity ratios at 31 December 2022 and 31 December 2021 are as follows:
Group
2022 2021
RM'000 RM'000
Total loans and borrowings 61,870 66,182

Less : Cash and bank balances (81,240) (85,426)
Net cash (19,370) (19,244)
Total equity 317,890 169,915
Debt-to-equity ratio - -
Certain subsidiaries of the Company are required to maintain level of capital requirements on gearing ratio and net worth in
respect of their bank borrowings requirements.
31. SEGMENTAL REPORTING
The Group prepared the following segment information in accordance with MFRS 8 Operating Segments based on the internal
reports of the Group’s strategic business units which are regularly reviewed by the Executive Chairman and President for the
purpose of making decisions about resource allocation and performance assessment.
The three reportable operating segments are as follows:
Segments Products and services
Civil engineering and construction Undertaking of construction contracts
Energy Contractor, sub-contractor, fabrication, assembly, renewable energy,

deliver green electricity and testing works, trading and after-sales
service of products and power generation, power solution for oil
and gas industries
Manufacturing Manufacturing of steel products


(Continued)
31. SEGMENTAL REPORTING (CONTINUED)
Other non-reportable segments comprise investment holding, telecommunications and money lending business which are below
the quantitative thresholds for determining operating segments.
The inter-segment transactions have been entered into 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.
Segment profit
Segment performance is used to measure performance as the Executive Chairman and President believes that such information
is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
Performance is evaluated based on operating profit or loss which is measured differently from operating profit or loss in the
consolidated financial statements.
Segment assets and liabilities
The total of segment assets and liabilities is measured based on all assets and liabilities (excluding investment in associates) of
a segment, as included in the internal reports that are reviewed by the Executive Chairman and President.
31. SEGMENTAL REPORTING (CONTINUED)
31.1 Operating Segment
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other segment information by business segments:
2022 Civil
2022
ANNUAL REPORT
engineering Adjustments
and and
construction Energy Manufacturing Others elimination Consolidation
Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Revenue
External sales 107,344 45,085 50,069 12,938 - 215,436
Inter-segment sales A 30,223 5,732 - 2,629 (38,584) -
Total 137,567 50,817 50,069 15,567 (38,584) 215,436
Results
Deposit written off - (42) - - - (42)
Depreciation of property, plant and equipment (1,468) (2,393) (1,477) (1,415) - (6,753)
Impairment loss on:
goodwill - - - - (47,895) (47,895)
investment in subsidiaries - - - (83,670) 83,670 -
receivables (1,703) (2,419) - (170) 170 (4,122)
Interest expenses (2,697) (2,459) (1,280) (834) 3,344 (3,926)
Plant and equipment written off - (180) - - - (180)
Share of results of associates - - - - 378 378
Gain on disposal of:
associate - - - 1,319 337 1,656
plant and equipment 144 226 - 189 (79) 480
Gain on lease modification - 28 - - - 28
Interest income 696 70 570 3,226 (3,322) 1,240
Rental income 40 13 311 - (127) 237
Reversal of impairment losses on:
contract assets 2,992 - - - 5,729 8,721
receivables - - 46 1,451 (38) 1,459
Registration No. 200401027590 (666098-X)
CITAGLOBAL BERHAD (formerly known as WZ Satu Berhad)
Reversal of provision for liabilities - 84 - - - 84

Unrealised gain/(loss) on foreign exchange - 13 (30) - - (17)
Results of segment profit/(loss) B 7,084 (4,190) 2,681 (84,291) 39,620 (39,096)

Taxation (614) (566) (599) (620) - (2,399)
Profit/(Loss) for the financial year B 6,470 (4,756) 2,082 (84,911) 39,620 (41,495)
Other information
Segment assets C 203,112 70,097 92,287 366,494 (254,907) 477,083
Investment in associates - - - - 1,978 1,978
Segment liabilities D 155,429 55,923 29,056 30,308 (109,545) 161,171
Capital expenditure 11,210 5,421 635 465 - 17,731
155
(Continued)
31. SEGMENTAL REPORTING (CONTINUED) 156
31.1 Operating Segment (Continued)
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other segment information by business segments:
(Continued) (Continued)
2021 Civil
engineering Adjustments
and and
construction Energy Manufacturing Others elimination Consolidation
Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Revenue
External sales 114,368 84,961 46,816 1,237 - 247,382
Inter-segment sales A 33,062 1,283 - 2,088 (36,433) -
Total 147,430 86,244 46,816 3,325 (36,433) 247,382
Results
Depreciation of property, plant and equipment (1,555) (3,019) (1,382) (1,603) - (7,559)
Impairment loss on:
investment in associate - - - (447) 447 -
plant and equipment - (915) - - - (915)
receivables - (735) - (234) - (969)
Interest expenses (3,683) (1,530) (1,406) (728) 2,663 (4,684)
Plant and equipment written off - - - (15) - (15)
Share of results of associates - - - - (2,082) (2,082)
Gain on disposal of plant and equipment 74 216 51 630 - 971

Interest income 836 26 609 1,933 (2,663) 741
Registration No. 200401027590 (666098-X)
Rental income - 75 99 1 (161) 14

Reversal of impairment loss on receivables 15 - 6 676 - 697
Unrealised (loss)/gain on foreign exchange - (4) 5 - - 1
Results of segment profit/(loss) B 6,390 3,003 5,386 (6,241) (3,777) 4,761

CITAGLOBAL BERHAD (formerly known as WZ Satu Berhad)
Taxation - (62) (1,386) 200 - (1,248)
Profit/(Loss) for the financial year B 6,390 2,941 4,000 (6,041) (3,777) 3,513
Other information
Segment assets C 181,955 85,348 89,406 241,229 (268,370) 329,568
Investment in associates - - - 4,118 (357) 3,761
Segment liabilities D 164,802 66,418 30,527 12,586 (110,919) 163,414
Capital expenditure 362 6,360 1,116 269 - 8,107
2022
ANNUAL REPORT
LIST OF
PROPERTIES
As at 31.12.2022
Land area/ Net Book Date of

Built-up Description Value Age of Acquisition
Location Tenure Area (sq ft) /Existing Use (RM'000) Building /Revaluation
1. HSD 7625 for PT No. 3521, Freehold 3,370,503 Agriculture 11,000 - 2022
Mukim of Sungai Karang,
District of Kuantan, State of
Pahang Darul Makmur
2. Lot 1850 Jalan KPB 10 Freehold 102,154/ Manufacturing 22,550 22 years 2022
Kawasan Perindustrian 79,759 Plant cum
Balakong 43300 Warehouse
Seri Kembangan
Selangor Darul Ehsan
3. Lot 1882 Jalan KPB 9 Leasehold 81,646/ Warehouse 13,182 15 years 2020
Kawasan Perindustrian (Expires 40,860
Balakong 43300 17.8.2065)
Seri Kembangan
Selangor Darul Ehsan
4. B2-1 Block B Freehold 650 Apartment / 100 19 years 2022

Jalan Damai Perdana 2/8 Staff Quarters
Bandar Damai Perdana
56100 Kuala Lumpur

56100 Kuala Lumpur

56100 Kuala Lumpur

56100 Kuala Lumpur
177
NOTICE OF ANNUAL
GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Eighteenth (18th) Annual General Meeting (“AGM”) of the Company will be held at State Room
2, M Resort & Hotel Kuala Lumpur, Jalan Damansara, Bukit Kiara, 60000 Kuala Lumpur on Tuesday, 30 May 2023 at 10:00 a.m. for
the following purposes:-
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 together [Please refer to
with the Reports of the Directors and the Auditors thereon. Explanatory Note (1)]
2. To approve the payment of Directors’ fees to the Directors of the Company and its subsidiaries (Resolution 1)
amounting to RM850,000 for the period from 1 July 2023 to 30 June 2024.
3. To approve the payment of benefits payable to the Directors up to an amount of RM120,000 for the (Resolution 2)
period from 1 July 2023 to 30 June 2024.
4. To re-elect the following Directors who retire by rotation in accordance with Clause 118 of the
Company’s Constitution and being eligible, have offered themselves for re-election:-
(a) Encik Rosli Bin Shafiei (Resolution 3)
(b) Datuk Idris Bin Haji Hashim J.P. (Resolution 4)
5. To re-appoint Baker Tilly Monteiro Heng PLT as Auditors of the Company until the conclusion of the (Resolution 5)
next Annual General Meeting and to authorise the Directors to fix their remuneration.
As Special Business
To consider and if thought fit, with or without any modification, to pass the following Ordinary
Resolution: -
6. ORDINARY RESOLUTION
AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES ACT 2016 AND WAIVER (Resolution 6)
OF PRE-EMPTIVE RIGHTS
“THAT subject always to the Companies Act 2016 (“the Act”), the Constitution of the Company and
the approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant
governmental and/or regulatory authorities, the Directors of the Company be and are hereby
empowered pursuant to the Act, to issue and allot shares in the capital of the Company from time to
time at such price and upon such terms and conditions, for such purposes and to such person or
persons whomsoever the Directors may in their absolute discretion deem fit provided always that
the aggregate number of shares issued pursuant to this Resolution does not exceed ten percent
(10%) of the total number of issued shares of the Company for the time being (“General Mandate”);
THAT approval be and is hereby given for the pre-emptive rights of the shareholders of the Company
under Section 85 of the Act read together with Clause 14 of the Constitution, over all the new shares
to be issued pursuant to and/or arising from the General Mandate ranking equally to the existing
issued shares, being in proportion as nearly as the circumstances admit, to the amount of the existing
shares held by the shareholders of the Company as at the date of issuance and allotment of such
new shares (“Pre-emptive Rights”), be irrevocably and unconditionally waived (“Waiver of
Pre-emptive Rights”);
AND THAT the Company be exempted from the obligation to offer such new shares to be issued
and allotted pursuant to the General Mandate to the shareholders of the Company in accordance
with the Pre-emptive Rights;
NOTICE OF ANNUAL GENERAL MEETING

(Continued)
AND THAT the Directors and/or the Company Secretaries be hereby authorised to take all steps as
are necessary and expedient in order to implement, finalise and give full effect to the Waiver of
Pre-emptive Rights for and on behalf of the Company;
AND THAT the Directors be and are also empowered to obtain the approval for the listing of and
quotation for the additional shares so issued on the Main Market of Bursa Securities;
AND FURTHER THAT such authority shall commence immediately upon the passing of this
resolution and continue to be in force until the conclusion of the next Annual General Meeting of the
Company.”
7. To transact any other ordinary business of which due notice shall have been given.
By Order of the Board
CHUA SIEW CHUAN (MAICSA 0777689)(SSM PC NO. 201908002648)

YAU JYE YEE (MAICSA 7059233)(SSM PC NO. 202008000733)
Company Secretaries
Kuala Lumpur
Dated: 28 April 2023
Notes:-
1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 19 May 2023
(“General Meeting Record of Depositors”) shall be eligible to participate, speak and vote at the Meeting.
2. A member entitled to participate and vote at the Meeting is entitled to appoint more than one (1) proxy to participate and vote in
his stead. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions
of his shareholdings to be represented by each proxy.
3. A proxy may but does not need to be a member of the Company. Notwithstanding this, a member entitled to participate and vote
at the Meeting is entitled to appoint any person as his proxy to participate and vote instead of the member at the Meeting. There
shall be no restriction as to the qualification of the proxy. A proxy appointed to participate and vote at the Meeting shall have the
same rights as the member to speak at the Meeting.
As guided by the Securities Commission Malaysia’s Guidance Note and Frequently Asked Questions on the Conduct of General
Meetings for Listed Issuers as revised, the right to speak is not limited to verbal communication only but includes other modes
of expression. Therefore, all members, proxies and/or corporate representatives shall communicate at the main venue of the
18th AGM. The questions and/or remarks submitted by the members, proxies and/or corporate representatives will be responded
to by the Chairman, Board of Directors and/or Management during the Meeting and/or after the Meeting in writing.
4. In the case of a corporate member, the instrument appointing a proxy must be either under its common seal or under the hand
of an officer or attorney duly authorised.
5. Where a member of the Company is an exempt authorised nominee 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. Appointment of proxy and registration for voting
The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised
certified copy of that power or authority, must be deposited not less than forty-eight (48) hours before the time for holding the
meeting or adjournment thereof through either one of the following avenues:-
179

(Continued)
(i) In hard copy Form of Proxy
(a) To be deposited at the office of the Share Registrar, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara
Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah
Persekutuan; or
(b) To be submitted via fax at +603 20949940 or +603 2095 0292 or email to [email protected].
7. If you have submitted your proxy form(s) and subsequently decide to appoint another person or wish to participate in the 18th
AGM by yourself, please write to [email protected] to revoke the earlier appointed proxy twenty-four (24) hours before
this Meeting.
Explanatory Notes: -
1. Audited Financial Statements for the financial year ended 31 December 2022
This Agenda item is meant for discussion only, as the provision of Section 340(1)(a) of the Act does not require the formal approval
of the shareholders for the Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
2. Resolutions 1 and 2 - Directors’ Fees and Benefits
Pursuant to Section 230(1) of the Act provides amongst others, that the fees of the Directors, and any benefits payable to the
Directors of a listed company and its subsidiaries shall be approved at the general meeting.
The Nomination and Remuneration Committee (“NRC”) recommended and the Board of Directors of the Company affirmed that
the Directors’ fees of RM850,000 to the Directors of the Company and its subsidiaries for the period from 1 July 2023 to 30 June
2024 be recommended to the shareholders for approval at the 18th AGM.
The proposed Resolution 1, if approved, will authorise the payment of the Directors’’ fees to the Directors of the Company for the
period from 1 July 2023 to 30 June 2024 and to be payable on a monthly basis in arrears after each month of completed service
of the Directors.
The proposed Resolution 2, if approved, will authorise the payment of Directors’ benefits to the Non-Executive Directors (“NEDs”)
of the Company. The Directors’ benefits payable comprises meeting allowance based on the current Board size, the number of
scheduled meetings and unscheduled meetings (when necessary) for the Board and Board Committees, the number of NEDs
involved in the meetings and other benefits-in-kind payable to the NEDs.
In the event that the Directors’ benefits payable proposed are insufficient due to the enlarged Board size, the Company will seek
shareholders’ approval at the next Annual General Meeting for additional Directors’ benefits to meet the shortfall.

(Continued)
3. Resolutions 3 and 4 - Re-election of Directors

Clause 118 of the Constitution of the Company states that one-third (1/3) of the Directors shall retire from office and shall be eligible
for re-election at each AGM. All Directors shall retire from office at least once every three (3) years but shall be eligible for re-election.
In determining the eligibility of the Directors to stand for re-election at the forthcoming 18th AGM, the NRC has considered the
following:-
(i) Directors’ self-assessment and peer-to-peer performance evaluation;
(ii) Evaluation of the effectiveness of the Board as a whole and the Committees of the Board; and
(iii) For Independent Non-Executive Directors (“INEDs”) only, the level of independence demonstrated by the INEDs and their
ability to act in the best interest of the Company.
The Board approved the NRC’s recommendation for the retiring Directors pursuant to Clause 118 of the Constitution of the
Company. All the retiring Directors have consented to their re-election and abstained from deliberation as well as the decision on
their own eligibility to stand for re-election at the relevant NRC and Board meetings, where applicable.
4. Resolution 5 - Re-appointment of Auditors
The Audit Committee assessed the suitability and independence of the External Auditors and recommended the re-appointment
of Baker Tilly Monteiro Heng PLT as the External Auditors of the Company for the financial year ending 31 December 2023. The
Board has in turn reviewed the recommendation of the Audit Committee and recommended the same to be tabled to the
shareholders for approval at the forthcoming 18th AGM of the Company under Resolution 5.
5. Resolution 6 - Authority to Issue Shares Pursuant to the Companies Act 2016 and waiver of pre-emptive rights
The proposed Resolution 6 is intended to renew the authority granted to the Directors of the Company at the Seventeenth (17th)
AGM of the Company held on 31 May 2022 (“Previous Mandate”) to issue and allot shares at any time to such persons in their
absolute discretion without convening a general meeting provided that the aggregate number of the shares issued does not exceed
10% of the total number of issued shares of the Company for the time being (hereinafter referred to as the “General Mandate”).
Pursuant to the Previous Mandate, the Company has undertaken a placement of 37,956,885 new ordinary shares at the
subscription price of RM1.32 with a total gross proceed of RM50,103,088.20.
Details of the private placement are disclosed under the Additional Compliance Information section of the Annual Report.
The new General Mandate will enable the Directors to take swift action for the allotment of shares for any possible fundraising
activities, including but not limited to further placing of shares, for the purpose of funding future investment project(s), working
capital and/or acquisition(s) and to avoid delay and cost in convening general meetings to approve such issue of shares.
The proposed Resolution 6, if passed, the shareholders of the Company shall agree to waive their statutory pre-emptive rights
and thus will allow the Directors to issue new shares to any person under general mandate without having to offer the new shares
to all existing shareholders of the Company prior to issuance of the new shares.
Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, participate, speak and vote at the 18th AGM
and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal
data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies
and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance
lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its
agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that
where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents),
the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the
Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the
member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the
member’s breach of warranty.
FORM OF PROXY
CDS Account No. Registration No. (200401027590) (666098-X)
Number of ordinary shares held (Incorporated in Malaysia)
*I/We (full name), _________________________________________________________________________________________________________

bearing *NRIC No./Passport No./Company No. __________________________________________________________________________________
of (full address) ___________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
being a *member/members of Citaglobal Berhad (formerly known as WZ Satu Berhad) (“the Company”) hereby appoint: -
First Proxy “A”

Full Name NRIC/ Passport No. Proportion of Shareholdings Represented
No. of Shares %
Full Address
and/or failing *him/her,

Second Proxy “B”
Full Name NRIC/ Passport No. Proportion of Shareholdings Represented
No. of Shares %
Full Address
100%
or failing *him/her, the *Chairman of the Meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Eighteenth (18th) Annual General
Meeting of the Company to be held at State Room 2, M Resort & Hotel Kuala Lumpur, Jalan Damansara, Bukit Kiara, 60000 Kuala Lumpur on Tuesday,
30 May 2023 at 10:00 a.m. and at any adjournment thereof.
Please indicate with an “X” in the spaces provided below as to how you wish your votes to be cast. If no specific direction as to voting is given, the
proxy will vote or abstain from voting at *his/her discretion.
Resolution Agenda For
1 To approve the payment of Directors’ fees to the Directors of the Company and its subsidiaries amounting to
RM850,000 for the period from 1 July 2023 to 30 June 2024.
2 To approve the payment of benefits payable to the Directors up to an amount of RM120,000 for the period from
1 July 2023 to 30 June 2024.
3 To re-elect Encik Rosli Bin Shafiei as a Director of the Company.
4 To re-elect Datuk Idris Bin Haji Hashim J.P. as a Director of the Company.
5 To re-appoint Baker Tilly Monteiro Heng PLT as Auditors of the Company.
As Special Business
6 Authority to issue shares pursuant to the Companies Act 2016 and waiver of pre-emptive rights.
As witness my/our hand(s) this day __________ of ____________________ 2023.
__________________________________
*Signature of Member /Common Seal
*Strike out whichever not applicable

Notes :-
1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 19 May 2023 (“General Meeting Record of Depositors”) shall
be eligible to participate, speak and vote at the Meeting.
2. A member entitled to participate and vote at the Meeting is entitled to appoint more than one (1) proxy to participate and vote in his stead. Where a member appoints
more than one (1) proxy, the appointments shall be invalid unless he specifies the proportions of his shareholdings to be represented by each proxy.
3. A proxy may but does not need to be a member of the Company. Notwithstanding this, a member entitled to participate and vote at the Meeting is entitled to appoint any
person as his proxy to participate and vote instead of the member at the Meeting. There shall be no restriction as to the qualification of the proxy. A proxy appointed to
participate and vote at the Meeting shall have the same rights as the member to speak at the Meeting.
As guided by the Securities Commission Malaysia’s Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed Issuers as revised,
the right to speak is not limited to verbal communication only but includes other modes of expression. Therefore, all members, proxies and/or corporate representatives
shall communicate at the main venue of the 18th AGM The questions and/or remarks submitted by the members, proxies and/or corporate representatives will be
responded to by the Chairman, Board of Directors and/or Management during the Meeting and/or after the Meeting in writing.
4. In the case of a corporate member, the instrument appointing a proxy must be either under its common seal or under the hand of an officer or attorney duly authorised.
5. Where a member of the Company is an exempt authorised nominee 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.
1st Fold here
Affix
Stamp
The Share Registrar
CITAGLOBAL BERHAD Registration No. (200401027590) (666098-X)

Level 7, Menara Milenium,
Jalan Damanlela,
Pusat Bandar Damansara,
Damansara Heights,
50490 Kuala Lumpur.
Then fold here
6. Appointment of proxy and registration for remote participation and voting
The instrument appointing a proxy and the power of attorney or other authority (if any), under which it is signed or a duly notarised certified copy of that power or authority,
must be deposited not less than forty-eight (48) hours before the time for holding the meeting or adjournment thereof through either one of the following avenues:-
(i) In hard copy Form of Proxy
(a) To be deposited at the office of the Share Registrar, Securities Services (Holdings) Sdn. Bhd. at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar
Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan; or
(b) To be submitted via fax at +603 20949940 or +603 2095 0292 or email to [email protected].
7. If you have submitted your proxy form(s) and subsequently decide to appoint another person or wish to participate in the 18th AGM by yourself, please write to
[email protected] to revoke the earlier appointed proxy twenty-four (24) hours before this Meeting.
Personal Data Privacy:

By submitting an instrument appointing a proxy(ies) and /or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of
18th Annual General Meeting dated 28 April 2023.
183
NOTES TO THE
FINANCIAL STATEMENTS
www.c i t a g l o b a l . my
CITAGLOBAL BERHAD
(formerly known as WZ Satu Berhad)
Registration No. (200401027590) (666098-X)
Level 9, Block 4, Menara TH Plaza Sentral Tel : +603-2773 8800

Jalan Stesen Sentral 5, Kuala Lumpur Sentral Fax : +603-2773 8878
50470 Kuala Lumpur, Malaysia

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Empowering

D el i veri ng C reati ng E nsuri ng E stablishing

# CIVIL ENGINEERING & PROPERTY

OIL & GAS TOWER

POWER GENERATION FIBERISATION

CITAGLOBAL *GETRA CITAGLOBAL LAND

Encik Rosli Bin Shafiei (Chairman)

YBhg. Dato’ Syed Kamarulzaman Bin Dato’ Syed Zainol Khodki

YBhg. Datuk Idris Bin Haji Hashim J. P. (Member)

YBhg. Dato’ Mohan A/L C Sinnathamby (Member)

YBhg. Dato’ Syed Kamarulzaman Bin Dato’ Syed Zainol Khodki

YM Tengku Dato' Sri Uzir Bin Tengku Dato’ Ubaidillah

YBhg. Dato’ Mohan A/L C Sinnathamby

SHARIAH ADVISORY COMMITTEE AUDITORS STOCK EXCHANGE

COMPANY SECRETARIES REGISTERED OFFICE

from left to right:

ENCIK IKHLAS BIN KAMARUDIN Age Gender Nationality

CITAGLOBAL BERHAD IS PRINCIPALLY

The Group is principally involved in Civil Engineering and Construction (“CEC”),

GROUP FINANCIAL PERFORMANCE

MANAGEMENT DISCUSSION & ANALYSIS

REVIEW OF OPERATING ACTIVITIES AND RISKS

CIVIL ENGINEERING AND

MANAGEMENT DISCUSSION & ANALYSIS

MANAGEMENT DISCUSSION & ANALYSIS

Total Assets And Liabilities

Total assets increased by RM145.8 million from RM333.3 million

Total liabilities decreased by RM2.2 million from RM163.4 million

MANAGEMENT DISCUSSION & ANALYSIS

Our Group’s sustainability strategy is determined by

• Annual General Meeting

• Annual Performance Management review based on KPI and Core Competencies

KEY SUSTAINABILITY MATTERS

PILLAR KEY SUSTAINABILITY MATTERS

Environmental • Environmental Compliance

• Employment Diversity and Equal Opportunity

Anti-Bribery and Anti-Corruption (Cont’d)

Environmental Compliance (Cont’d)

Employment Diversity and Equal Opportunity

Employment Diversity and Equal Opportunity (Cont’d)

Male Female Malay Chinese Indian Others

Occupational Health and Safety

Occupational Health and Safety (Cont’d)

Manhours Worked Without Lost Time Injury

CG Energy 17,286,669 16,993,689

Target Performance in 2022

Life Loss: Zero Zero Fatality

Description of Recognition Entity Recognition by

Learning & Development

During the year, the Company donated to the following causes:-

STATEMENT ON RISK MANAGEMENT

RISK MANAGEMENT FRAMEWORK

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

The key aspects of the risk management framework are:

MONITORING AND RISK CONTROLS

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTERNAL AUDIT FUNCTION

OTHER RISK MITIGATION PROCESSES

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL