TCS - Annual Report 2023

TCS GROUP HOLDINGS BERHAD (Registration No.
201901004613 (1313940-W))
TCS GROUP HOLDINGS BERHAD
(Registration No. 201901004613 (1313940-W))
www.tcsgroup.com.my
ANNUAL REPORT 2023
ANNUAL
No. 1 & 3, Bangunan TCS,

Jln SP 1/1, Bandar Saujana Putra,
REPORT 2023
42610 Jenjarom, Selangor.
Tel : +603 5103 8888
Email: [email protected]
TCS GROUP HOLDINGS BERHAD 201901004613 (1313940-W) ANNUAL REPORT 2023 1
ABOUT US
TCS Group Holdings Berhad (“TCS” or “the Group”) is an established building and infrastructure construction services
provider with more than 20 years of track record and was listed on ACE Market of Bursa Securities Malaysia Berhad since
23 July 2020. The Group has four subsidiaries namely, wholly-owned TCS Construction Sdn Bhd (“TCSC”), wholly-owned
TCS Infra Sdn Bhd (“TCSI”), 60%-owned TCS Amona Consortium Sdn Bhd (“TCSA”) and 65%-owned TCS SS Precast
Construction Sdn Bhd (“TCSS”).
Our construction services are mainly for buildings, infrastructure, civil and structural works in Malaysia. Over the years,
we have completed various types of residential buildings such as terrace houses, bungalows, high rise apartments and
condominium, as well as commercial buildings such as shop offices, a shopping complex and purpose-built buildings.
Our services also include civil works such as roads, water and sewerage treatment plants, electrical substations, water
tanks and reticulation systems for townships.
TCSC is accredited with ISO 9001:2015 Quality Management Systems, ISO 14001:2015 Environmental Management
Systems and ISO 45001:2018 Occupational Health and Safety Management Systems by the Standard and Industrial
Research Institute of Malaysia (“SIRIM”). TCSC has also attained the SHASSIC safety certificates with 5-star rating, the
High QLASSIC and Best QLASSIC Achievement Awards for its projects.
All TCSC, TCSI and TCSA are registered with the Construction Industry Development Board of Malaysia (“CIDB”) as
Grade G7 contractors, which allow us to tender for construction projects with unlimited values. In addition, TCSC has
also obtained the Sijil Perolehan Kerja Kerajaan to participate in tenders for Government projects with contract value
exceeding RM10.0 million.
2 TCS GROUP HOLDINGS BERHAD 201901004613 (1313940-W) ANNUAL REPORT 2023
VISION
To be the premier construction company in the
country, delivering the best quality of work, timely
completion, highest health and safety standards and
stringent environmental management services.
MISSION
TCS mission is to provide value-added construction
services to our Clients by creating successful
partnership with them throughout the construction
process and to establish lasting relationship by
exceeding their expectations and gaining their trusts.
Our goal is to ensure the continuance of our company

through repeat and referral business achieved by
Clients’ satisfaction in all areas including timeliness
and quality of work.
We strive to maintain the highest levels of

professionalism, integrity, honesty and fairness in
our relationships with our suppliers, sub-contractors,
associates and Clients.
Table of Contents
1 About us 56 Directors’ Responsibility Statement
2 Vision & Mission 57 Financial Statements
4 Corporate Information 58 Director’s Report

65 Statement By Directors
5 Corporate Structure 65 Statutory Declaration
66 Independent Auditors’ Report
6 Five-Year Financial Highlights 71 Statement of Financial Position
73 Statement of Profit or Loss and Other
8 Directors’ Profiles Comprehensive Income
74 Statement of Changes in Equity
14 Key Management Profile 76 Statement of Cash Flows
80 Notes to the Financial Statements
16 Chairman’s Statement
124 List of Properties
18 Management Discussion & Analysis
125 Analysis of Shareholdings
23 Sustainability Statement
127 Notice of Fifth Annual General Meeting
38 Corporate Governance Overview Statement
Proxy Form
48 Audit Committee Report
51 Statement on Risk Management and Internal Control
54 Additional Compliance Information

Corporate Information
BOARD OF WONG CHOO LEONG

Executive Director
DIRECTORS DATO’ SERI IR MOHAMAD OTHMAN BIN ZAINAL AZIM

Independent Non-Executive Director
TAN SRI DATO’ SRI IZZUDDIN BIN DALI OOI GUAN HOE
Independent Non-Executive Chairman Independent Non-Executive Director
DATO’ IR. TEE CHAI SENG SHARON CHEW MUN HOONG

Managing Director Independent Non-Executive Director
AUDIT COMMITTEE PRINCIPAL PLACE OF AUDITORS

BUSINESS
Ooi Guan Hoe (Chairman) Grant Thornton Malaysia PLT
Dato’ Seri Ir Mohamad Othman No. 1 & 3, Bangunan TCS (201906003682 & LLP0022494-LCA)
bin Zainal Azim (Member) Jalan SP 1/1, Bandar Saujana Putra Chartered Accountants (AF 0737)
Sharon Chew Mun 42610 Jenjarom Level 11, Sheraton Imperial Court
Hoong (Member) Selangor Darul Ehsan Jalan Sultan Ismail
Tel : 603 - 5103 8888 50250 Kuala Lumpur
REMUNERATION Fax : 603 - 5103 7366 Tel No. : 603 - 2692 4022
Email : [email protected] Fax No. : 603 - 2732 5119
COMMITTEE
Website : www.tcsgroup.com.my
Dato’ Seri Ir Mohamad Othman STOCK EXCHANGE LISTING
bin Zainal Azim (Chairman) REGISTERED OFFICE
Ooi Guan Hoe (Member) ACE Market of Bursa Malaysia
Sharon Chew Mun B-21-1, Level 21, Tower B Securities Berhad
Hoong (Member) Northpoint Mid Valley City Stock Name : TCS
No. 1, Medan Syed Putra Utara Stock Code : 0221
NOMINATION COMMITTEE 59200 Kuala Lumpur
W.P. Kuala Lumpur
Dato’ Seri Ir Mohamad Othman Tel No. : +603-9770 2200
bin Zainal Azim (Chairman) Fax No. : +603-2201 7774
Ooi Guan Hoe (Member)
Sharon Chew Mun SHARE REGISTRAR
Hoong (Member)
Aldpro Corporate Services Sdn. Bhd.
RISK MANAGEMENT (202101043817 (1444117-M))
B-21-1, Level 21, Tower B,
COMMITTEE
Northpoint Mid Valley City
No. 1, Medan Syed Putra Utara
Dato’ Seri Ir Mohamad Othman
59200 Kuala Lumpur
bin Zainal Azim (Chairman)
W.P. Kuala Lumpur
Dato’ Ir. Tee Chai Seng (Member)
Tel No. : +603 9770 2200
Ooi Guan Hoe (Member)
Fax No. : +603 2201 7774
COMPANY SECRETARIES
PRINCIPAL BANKERS
Tan Tong Lang
CIMB Islamic Bank Berhad
(SSM PC NO. 202208000250 &
Malayan Banking Berhad
MAICSA 7045482)
UOB Bank (M) Berhad
RHB Bank Berhad
Ang Wee Min
Public Bank Berhad
(SSM PC NO. 202208000334 &
MBSB Bank Berhad
MAICSA 7076022)
Kuwait Finance House
(Malaysia) Berhad
Corporate Structure
100% TCS CONSTRUCTION SDN BHD

REGISTRATION NO.: 199801010644 (466772-H)
100% TCS INFRA SDN BHD

REGISTRATION NO.: 201701013895 (1228060-H)
TCS AMONA CONSORTIUM

60% SDN BHD
TCS GROUP REGISTRATION NO.: 202001029791 (1386111-T)
HOLDINGS BERHAD
REGISTRATION NO.: 201901004613
(1313940-W)
TCS SS PRECAST
65% CONSTRUCTION SDN BHD
REGISTRATION NO.: 202101012306 (1412605-A)
COMPANIES PRINCIPAL ACTIVITIES
TCS Group Holdings Berhad Investment holding and provision of management services to its subsidiaries.
TCS Construction Sdn Bhd Provision of construction services for buildings, infrastructure, civil and
structural works and other transportation support activities.
TCS Infra Sdn Bhd Provision of construction services for buildings, infrastructure, civil and
structural works.
TCS Amona Consortium Sdn Bhd Dormant.
TCS SS Precast Construction Dormant.

Sdn Bhd
Five-Year Financial Highlights
Financial Year Ended 31 December 2023 2022 2021 2020 2019
RM’000 RM’000 RM’000 RM’000 RM’000
FINANCIAL RESULTS
Revenue 374,481 261,591 204,047 242,643 358,424

(Loss)/Profit Before Taxation (31,745) (2,067) 7,351 (3)
23,148 21,912
(Loss)/Profit After Taxation (“LAT”)/PAT (32,885) (3,397) 2,473 16,169 15,657
FINANCIAL POSITION
Total Assets 246,390 226,187 181,711 180,092 161,370

Total Borrowings 52,667 43,547 25,683 21,664 18,571
Total Equity 57,650 83,301 86,222 74,787 41,886
Cash and Cash Equivalents 5,049(4)
16,577 (4)
31,921 48,105 15,020
FINANCIAL RATIOS
(LAT)/PAT Margin (%) (8.78) (1.30) 1.21 6.66 4.37

Basic (Loss)/Earnings Per Share (1)
(sen) (8.13) (0.87) 0.67 4.49 5.80
Gearing Ratio (times) 0.91 0.52 0.30 0.29 0.44
Net assets Per Share (2) (sen) 14.27 21.36 22.11 20.77 15.51
Notes:
(1)
Calculated based on (“LAT”)/ PAT over the issued share capital of 403,964,384 (2022: 390,000,000; 2021:
390,000,000; 2020:360,000,000; 2019:270,000,000) shares.
(2)
Calculated based on Total Equity over the issued share capital of 403,964,384 (2022: 390,000,000; 2021:
390,000,000; 2020:360,000,000; 2019:270,000,000) shares.
(3)
Adjusted for one-off impairment of financial assets amounting to RM4.135 million.
(4)
Adjusted for bank overdraft amounting to RM9.568 million (2022: 11.499 million).
Five-Year Financial Highlights

(Cont’d)
Revenue (Loss)/Profit Before Taxation

(in RM ’000) (in RM ’000)
400 374,481 40
358,424
30
23,148
21,912
300 261,591
242,643 20
204,047 10 7,351
200
0
2,067
-10
100
-30
31,745
0 -40
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
(Loss)/Profit After Taxation (“LAT”)/PAT Total Assets

(in RM ’000) (in RM ’000)
246,390
20 15,657 16,169 250
226,187
10 200 180,092 181,711
2,473*
161,370
0
150
3,397
-10
100
-20
50
-30
32,885
-40 0
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
Total Equity Net Asset Per Share

(in RM ’000) (in RM ’000)
90 86,222 25
83,301
22.11
80 74,787 21.36
20.77
20
70
57,650
60 15.51
14.27
15
50
41,886
40
10
30
20 5
10
0 0
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
* Adjusted for one-off impairment of financial assets amounting to RM4.135 million

Directors’ Profiles
Tan Sri Dato’ Sri Izzuddin bin Dali

Independent Non-Executive Chairman
Malaysian Male 75 years old
Tan Sri Dato’ Sri Izzuddin bin Dali (“Tan Sri Dato’ Sri Izzuddin”) was appointed as our Independent Non-Executive
Chairman on 30 May 2019.
Tan Sri Dato’ Sri Izzuddin graduated with a Bachelor of Economics (Hons) in Public Administration from Universiti Malaya
in March 1972. He later obtained a Master of Arts in Economics from Western Michigan University, USA in August 1983.
He served in the public sector for 35 years in various ministries which began in March 1972 as an Assistant Secretary
in the Administration Division of the Ministry of Finance (“MoF”). He worked on matters relating to the Government’s
financial control and procedures. He was then transferred to the Budget Division in 1975 followed by the Finance and
Loans Division in 1981 where he was responsible for coordinating loans for the Federal Government from bilateral sources.
In 1982, he went to further his education and obtained a Master’s degree under a Government training program. Upon
completion, he joined the Economics and International Division in September 1983 as a Principal Assistant Secretary
where he was responsible for monitoring and analysing the Federal Government’s financial position. He returned to the
Budget Division in 1987 as a Senior Assistant Director and was responsible for the preparation of the budgets for the
Ministry of Works (“MoW”) and Ministry of Transport.
In 1993, he was seconded by the MoF to serve as the General Manager of KLIA Berhad (currently known as KLIA Premier
Sdn Bhd). He returned to the MoF in June 1999 as the Director of the Budget Division, responsible for the preparation
and formulation of the Federal Government’s budget. He was later appointed as the Secretary-General of the MoW in
2003 where he was responsible for the formulation of the ministry’s policies. He returned to the MoF in 2004 to serve as
the Secretary-General where he coordinated the overall formulation of policies under the ministry until his retirement in
March 2007.
During his tenure in government service from 1999 to 2007, he sat on the boards of several government-linked companies
and organisations, which included Lembaga Hasil Dalam Negeri, UDA Holdings Berhad, Bank Negara Malaysia, Malaysian
Airline System Berhad and Petroliam Nasional Berhad (Petronas).
Currently, he does not hold directorship in any public listed companies.
He has no family relationship with any Directors and/or major shareholder of the Company and has no conflict of interest
with the Group.
He has not been convicted of any offences within the past five (5) years other than traffic offences, if any, and there have
not been any public sanctions nor penalties imposed upon him by any relevant regulatory bodies.
(Cont’d)
Dato’ Ir Tee Chai Seng

Managing Director
Dato’ Ir Tee Chai Seng (“Dato’ Ir Tee”) was appointed as our Managing Director on 30 May 2019. He is a member of our
Risk Management Committee. Dato’ Ir Tee is responsible for the business direction and strategic development of the
Group along with the business development activities.
Dato’ Ir Tee graduated from the University of Texas, Arlington, USA in May 1984 with a Bachelor of Science in Civil
Engineering (High Honours). He is a registered Professional Engineer with the Board of Engineers Malaysia, a corporate
member of the Institute of Engineers, Malaysia, and a member of the Association of Consulting Engineers in Malaysia. He
is also a member of the Institution of Engineers, Australia.
He has accumulated over 40 years of working experience in the construction industry including design and supervision of
several major projects, project management services, construction, and property development. He began his career with
Amoy Construction & LGB Joint Venture Sdn Bhd in early 1984 as a Site Engineer. He left the role in August 1986 and
spent the next 4 years in Sabah working as a Resident Engineer with Wang Haron Sdn Bhd and subsequently a Project
Manager with Takada Construction Sdn Bhd. He returned to Kuala Lumpur in September 1990 as a Structural Engineer
at Zaidun-Leeng Sdn Bhd and in 1991, he joined Minconsult Sdn Bhd as an Infrastructure Engineer.
He began taking on more supervisory responsibilities after joining H.S. Liao Sdn Bhd in May 1992 as an Executive
Engineer. A year later, he joined Abletask Construction Sdn Bhd as a General Manager before leaving in May 1995. In
June 1995, he started a civil and structural consulting practice where he oversaw projects including the design & planning
of townships, mixed development and buildings, infrastructure, as well as civil and structural works, such as highway,
water supply & sewerage projects.
In November 1998, he acquired Projek Bumi Bina Sdn Bhd, which is involved in providing civil and structural construction
services and the company subsequently changed its name to TCS Construction Sdn Bhd (“TCS Construction”) on
23 January 2013. In September 2005, he co-founded Pembinaan Tuju Setia Sdn Bhd with two partners, serving as its
Executive Director and the company was involved in the provision of construction services for buildings and civil works.
Subsequently, he left Pembinaan Tuju Setia Sdn Bhd in February 2014 to focus on TCS Construction. Since then, he has
successfully overseen the completion of several residential and commercial buildings as well as an international school,
shopping malls and hotel under our Group.
Dato’ Ir Tee has no conflict of interest with the Group other than those disclosed in the Company’s Circular to Shareholders
dated 26 April 2024 and Dato’ Ir Tee is the spouse of Datin Koh Ah Nee, the major shareholder of the Company.
Currently, he does not hold directorship in any public listed companies.
(Cont’d)
Wong Choo Leong

Executive Director
Mr Wong Choo Leong (“Mr Wong”) was appointed as our Executive Director on 1 December 2021.
Mr Wong graduated from Universiti Tunku Abdul Rahman Malaysia in May 2015 with a Bachelor’s (Hons) degree in Civil
Engineering.
He began his career in July 2015 with TCS Construction Sdn Bhd as a Site Engineer and was subsequently promoted to
Project Manager and Project Director in May 2018 and August 2019 respectively. He is a director of subsidiaries of TCS
Group, namely TCS Construction Sdn Bhd, TCS Amona Consortium Sdn Bhd and TCS SS Precast Construction Sdn
Bhd.
Mr Wong is primarily responsible for overseeing, planning and managing TCS Group’s construction projects. He has more
than 8 years of experience in project planning and management, sites coordination and supervision as well as liaison with
other stakeholders such as local authorities, project consultants and clients.
Currently, he does not hold directorship in any public listed companies. Mr Wong has no family relationship with any
Directors and/or major shareholder of the Company and has no conflict of interest with the Group.
(Cont’d)
Dato’ Seri Ir Mohamad Othman

bin Zainal Azim
Dato’ Seri Ir Mohamad Othman bin Zainal Azim (“Dato’ Seri Ir Othman”) was appointed as our Independent Non-Executive
Director on 30 May 2019. He is the Chairman of our Remuneration Committee, Nomination Committee, Risk Management
Committee and a member of our Audit Committee.
Dato’ Seri Ir Othman graduated with a Bachelor of Science (Hons) in Civil Engineering from the University of Southampton,
United Kingdom in July 1977. He later received a Master of Science (Engineering) in Highway and Traffic Engineering from
the University of Birmingham, United Kingdom, in July 1988.
He is a registered Professional Engineer with the Board of Engineers Malaysia since August 1988. With a career spanning
over 20 years in the Ministry of Works, he commenced as a District Engineer with the Negeri Sembilan Public Works
Department in August 1977 where he was responsible for the development and maintenance of all federal and state building
works. In 1980, he was transferred to the Road Design Unit (Standards and Specifications) and Highway Planning Unit,
taking on the role of Senior Executive Engineer where he conducted regional development studies and infrastructure
network development of the National Highway Network Plan. He left the position in 1986 to pursue a Master’s degree and
resumed his position a year later.
In November 1992, he was promoted to Deputy Director of Perak Public Works Department. In 1998, he was appointed
as a Superintending Engineer for the Road Design Unit at the Kuala Lumpur headquarters. He was responsible for, among
others, the design of the federal roads throughout Malaysia. In July 2000, he joined Putrajaya Corporation as a Director of
City Development Department where he oversaw the public utilities and infrastructure developments in Putrajaya. Two years
later, he was recruited by Putrajaya Holdings Sdn Bhd. During his time as Chief Executive Officer, he was instrumental in the
residential and commercial development of Putrajaya.
In July 2006, he left Putrajaya Holdings Sdn Bhd to form Straits Consulting Engineers Sdn Bhd, a company specializing
in civil and structural consulting works. In January 2008, he took on the role of Senior Vice President for the Infrastructure
Department of the Northern Corridor Implementation Authority (“NCIA”). A year later, he joined the Project Management Unit
under the Ministry of Finance (“MoF”) as the Chief Operating Officer where he implemented the government’s Economic
Stimulus Package. After his tenure with the MoF, he served as Chief Executive Officer at A.T.E.S. Sdn Bhd, a traffic system
management company from 2013 to 2016.
Dato’ Seri Ir Othman currently sits on the board of several private and public listed companies which include Perak
Corporation Berhad and Universiti Sultan Azlan Shah.
with the Group.
He has not been convicted of any offences within the past five (5) years other than traffic offences, if any, and there have not
been any public sanctions nor penalties imposed upon him by any relevant regulatory bodies.
(Cont’d)
Ooi Guan Hoe

Mr Ooi Guan Hoe (“Mr Ooi”) was appointed as our Independent Non-Executive Director on 30 May 2019. He is the
Chairman of our Audit Committee, and a member of our Remuneration Committee, Nomination Committee and Risk
Management Committee.
Mr Ooi graduated from University Putra Malaysia in August 1999 with a Bachelor’s (Hons) degree in Accountancy. In June
2011, he completed an executive education program co-organised by Harvard Business School and Tsinghua University
and obtained a certificate in Private Equity and Venture Capital - China.
He is a member of the Malaysian Institute of Accountants since 2002. He began his career in May 1999 when he joined
Arthur Andersen Malaysia as an Audit Assistant. He left the firm in November 2002 to join CIMB Investment Bank as
an Executive in the corporate finance department. After several promotions, his last position was Senior Manager in
July 2008. During his tenure with the bank, he was responsible for marketing, originating and implementing corporate
proposals for various corporate exercises. In October 2009, he left the investment bank and has since been involved in
providing financial advisory work to listed companies and companies preparing for listing in his own personal capacity.
From 2010 to July 2017, he was the Director and Management Board member of various listed companies in Malaysia
and Germany. He was the Chief Financial Officer of MOG Holdings Limited, which is listed on The Stock Exchange of
Hong Kong Limited from 1 January 2019 to 31 March 2022. Currently, he is the Chief Financial Officer of Swang Chai
Chuan Limited, which is listed on The Stock Exchange of Hong Kong Limited.
Currently, he sits on the Board of Techbond Group Berhad as Independent Non-Executive Director since January 2018.
with the Group.
(Cont’d)
Sharon Chew Mun Hoong

Malaysian Female 52 years old
Ms Sharon Chew Mun Hoong (“Ms Sharon”) was appointed as our Independent Non-Executive Director on 26 April 2023.
She is a member of our Audit Committee, Remuneration Committee and Nomination Committee.
She holds a bachelor’s degree from Universiti Malaya and boasts over 26 years of experience in the Financial Services and
Capital Market Industry. Throughout her career, she has worked with various global and local financial institutions.
Ms. Sharon’s professional journey includes roles at HSBC, where she managed Custody and Asset Services Operations
for Asia Pacific markets. She also served as the Head of Global Securities Operations at Deutsche Bank (Malaysia) Berhad,
overseeing business units related to Local & Global Settlements, Corporate Actions, and Custody Support. Subsequently,
she held the position of Head of Operations at RHB Asset Management Berhad, managing Asset Management Operations
before transitioning to Corporate Trustee and Custody services.
Currently, Ms. Sharon does not hold any directorship in other public companies or listed issuers.
She has no family relationship with any Directors and/or major shareholder of the Company and has no conflict of interest
with the Group.
Furthermore, she has a clean record, with no convictions other than traffic offenses within the past five (5) years, and no
public sanctions or penalties imposed by relevant regulatory bodies.
Key Management Profile
Mr Liew Kok Yoong, male, a Malaysian, aged 35, has been serving as our
Group Accountant since April 2015 and subsequently promoted to Chief
Financial Officer in July 2022. He is responsible for the company financial
MR LIEW KOK YOONG planning and review, cash flow management and financial reporting. He has
Chief Financial Officer more than 12 years of experience in accounting, finance, corporate finance,
taxation and treasury and auditing specializing in property development,
construction, engineering consultancy and investment property.
He graduated with a Bachelor (Hons) Degree in Applied Accounting from

Oxford Brookes University, UK in September 2010. He is a Fellow Member
of Chartered Certified Accountants (“ACCA”) since March 2019. He is also a
Registered Chartered Accountant with the Malaysian Institute of Accountants
(“MIA”) since July 2014.
He has no relationship with any Directors and/or any major shareholder of TCS
and has no conflict of interest with the Group. He does not hold directorship
in any public listed companies. He has not been convicted of any offences
other than traffic offences (if any) in the past 5 years.
Mr Wayne Ho Chee Woei, male, a Malaysian, aged 37 is our Senior Contract

Manager since May 2016. He is responsible for overseeing the company’s
MR WAYNE HO post-contract works which include subcontract awarding, monitoring
CHEE WOEI of material delivery schedule, prepare progress claim to clients, tender
Senior Contract Manager submissions and contract-related matters.
He has more than 14 years of experience in monitoring pre and post contract
duties in property development and construction industries.
He graduated with a Diploma in Quantity Surveying from INTI International

University, Malaysia in February 2009.
Mdm Jenny Koo Yoke Ping, female, a Malaysian, aged 56, is our Corporate
Affairs Manager since 2008. She is responsible for overseeing the company’s
MDM JENNY KOO corporate affairs and performing administrative duties.
YOKE PING
Corporate Affairs Manager She has close to 32 years of working experience undertaking roles pertaining
to the secretarial, human resources and administration functions.
She has no relationship with any Directors and/or any major shareholder
of TCS and has no conflict of interest with the Group. She does not hold
directorship in any public listed companies. She has not been convicted of
any offences other than traffic offences (if any) in the past 5 years.
Key Management Profile

(Cont’d)
Mdm Ng Lee Foong, female, a Malaysian, aged 45 is our Procurement

Manager since June 2016. She is responsible for overseeing the company’s
purchasing and procurement activities.
MDM NG LEE FOONG
Procurement Manager She has more than 18 years of experience in administrative and clerical tasks
in companies that are primarily engaged in civil and structural engineering,
property development and building construction.
She graduated with a Bachelor (Hons) Degree in Business Administration

from University Utara Malaysia in September 2003.
She is the niece of Dato’ Ir Tee Chai Seng, the Managing Director of TCS.
She has no conflict of interest with the Group and does not hold directorship
in any public listed companies. She has not been convicted of any offences
Mr Lo Wen Jet, male, a Malaysian, aged 29 joined our Group as Assistant

M&E Engineer since 2018 and was subsequently promoted to Assistant
Project Director in 2022. He is responsible to assist our Executive Director on
MR LO WEN JET overseeing and managing the overall daily operations at our project sites and
Assistant Project Director assist our Managing Director with site coordination works.
He graduated with a Diploma of Science in Mechanical Engineering from

Infrastructure University Kuala Lumpur in 2017.
Mdm Masyitah Binti Yaman, female, a Malaysian, aged 36 is our QESH

Manager since 2019. She is responsible for the development, implementation,
MDM MASYITAH monitoring, control and maintenance of all policies, activities, procedures,
BINTI YAMAN instructions as relevant and required by our Group’s QESH management
QESH Manager system. She also ensures the integrity of our QESH management system at
all times.
She graduated with a Bachelor’s Degree in Civil Engineering from University

Tun Hussein Onn, Malaysia in June 2014 and she has 5 years experiences
in construction environment with knowledge of the best safety and health
practices.
She has no relationship with any Directors and/or any major shareholder
of TCS and has no conflict of interest with the Group. She does not hold
directorship in any public listed companies. She has not been convicted of
any offences other than traffic offences (if any) in the past 5 years.
Chairman’s Statement
Dear Valued Shareholders,

As the Chairman of TCS Group Holdings Berhad and its subsidiaries (“TCS” or the “Group”),
I am delighted to share with you TCS’ annual report and audited financial statements for the
financial year ended 31 December 2023 (“FY2023”).
INDUSTRY AND BUSINESS OVERVIEW
The financial year under review presented significant challenges, characterised by heightened market uncertainties
arising from various macroeconomic factors such as geopolitical tensions, inflationary pressures, rising interest rates and
concerns of an economic downturn.
Global economic growth moderated to 3.0% in 2023 from 3.5% in the previous year according to statistics from
International Monetary Fund (“IMF”). Domestically, Malaysia’s gross domestic product (“GDP”) growth normalised to
3.7% in 2023 versus the high base of 8.7% the year before according to the Ministry of Finance (“MoF”).
These uncertainties have further burdened the existing challenging environment of the construction industry. Elevated
raw material costs caused by supply chain disruptions arising from the aftereffects of the pandemic and hike in minimum
wage have been the major headwinds for the sector and the Group.
TCS has been undertaking a cautious and prudent approach to manage the situation. Proactive management of the
ongoing challenges was paramount for the Group to navigate through these obstacles combined with our emphasis on
quality execution and timely delivery of all our projects. The support of our healthy balance sheet played an important
role during these demanding times as well. At the end of the financial year under review, our total outstanding order book
stood at RM901.97 million.
Chairman’s Statement (Cont’d)
FINANCIAL HIGHLIGHTS
Despite the taxing landscape, the Group’s FY2023 revenue

rose 43.2% year-on-year (“YoY”) to RM374.48 million. This
was higher than the RM261.59 million posted in the prior
year on the back of more advanced stage of construction
from our on-going projects. The improvement was not
translated to our bottom-line due to the aforementioned
hike in raw material costs resulting from the lingering
consequences of the pandemic, which led to disturbances
in the supply chain for building materials. The Group
reported a net loss of RM32.89 million for the financial year
under review.
FORGING AHEAD
The global economy is expected to remain soft in 2024

as market uncertainties are anticipated to persist. IMF
estimates 2024 global growth to remain subdued at 3.1%,
similar to 2023 growth. This is largely driven by elevated
central bank policy rates to fight inflation, a withdrawal
of fiscal support amid high debt weighing on economic
activity and low underlying productivity growth. Back
home, the MoF forecasted the 2024 GDP growth to be
between 4.0% to 5.0% versus 3.7% in 2023.
On a brighter note, Malaysia’s construction industry is APPRECIATION

expected to expand by 6.8% in 2024 according to MoF.
This is supported by strategic infrastructure and utilities On behalf of the Board, I would like to extend my sincere
projects which include ongoing projects such as the appreciation to the management and staff at TCS for
Central Spine Road, the Pan Borneo Sabah Highway and their commitment and hard work especially during such
acceleration of projects under the Twelfth Malaysia Plan, demanding times.
2021-2025 (“Twelfth Malaysian Plan”). Furthermore, the
rollout of major projects such as Mass Rapid Transit Line My heartfelt thanks also go to all our stakeholders, including
3, Penang Light Rail Transit and flood mitigation projects but not limited to our valued shareholders, customers,
to name a few, certainly augurs well for the sector and the business partners, bankers, suppliers for their support and
Group. patience.
The Group is positive on the outlook of the industry Next, I would like to extend a warm welcome to Ms. Sharon
premised upon the aforementioned factors. With that, our Chew Mun Hoong who joined us as our Independent Non-
team continues to pursue opportunities and bidding for Executive Director in FY2023. Her extensive experience
projects in the fields of residential and commercial buildings, and expertise in the financial services and capital market
infrastructure and institutional building construction. On industry have certainly enhance the diversity and strength
that note, we are also pleased to share that TCS had in of the Board. On the same note, I would like to offer
March 2024, secured a RM140.27 million contract from my profound gratitude to Datin Koh Ah Nee, who has
KLK Retail Centre Sdn. Bhd. (“KLKRC”), a wholly-owned relinquished her role as Executive Director from the Board
subsidiary of Kuala Lumpur Kepong Berhad (“KLK”) for a in April 2023, for her immense efforts and contribution to
commercial complex in Bandar Seri Coalfields, Selangor. the Group.
This enhanced our current order book and providing us
with healthy earnings visibility in the coming years. To my fellow Board members, your collective wisdom,
insightful counsel and guidance have been essential
All in all, we continue to be cautiously optimistic on in navigating through the obstacles. It has truly been a
the prospects of the Group while being mindful of the pleasure to work alongside each of you and I hope we will
challenging environment. TCS’ commitment remains continue this successful collaboration to further grow TCS
on delivering exceptional quality while ensuring timely in the future.
completion for all our projects and prioritizing the health
and safety of our employees. Tan Sri Dato’ Sri Izzuddin Bin Dali
Management Discussion
and Analysis
OVERVIEW
FY2023 was a demanding year for us at TCS Group Holdings Berhad and our
subsidiaries (“TCS” or the “Group”) as global economic uncertainties persisted
in the financial year under review. This, coupled with higher labour and raw
material costs arising from the lingering effects of the pandemic, placed further
pressure on the challenging business operating landscape. Nevertheless, we
leveraged on our experience and prudent approach to manage the situation
and ensured the continued timely delivery of high-quality projects.
BUSINESS OVERVIEW
The financial year under review saw surging inflation become a major challenge for global economies. Central banks
responded aggressively with interest rate hikes, but this has fuelled fears of recession and increased market uncertainty
both globally and domestically. However, towards the end of 2023, the pace and magnitude of interest rate hikes have
somewhat slowed down while some central banks are taking a pause, as inflationary pressures appear to have moderated.
These uncertainties have added further complexities to the taxing operating conditions and placed additional strain on
the construction industry, exacerbating existing challenges with elevated labour and material costs. Players across the
construction sector, including TCS, had to navigate through these upheavals. On a brighter note, while prices of some
raw materials trended upwards, the movement has been gradual and less erratic.
Management Discussion and Analysis (Cont’d)
Despite these headwinds that we have been proactively managing, TCS’ commitment remains on our three key focus
areas for all our projects:
Delivering Priority on
Timely
Exceptional Health &
Completion WORK
Quality SAFETY Safety at Work
In FY2023, the Group secured a RM10.70 million contract

for the construction and completion of a sales gallery in
Outstanding
Subang Jaya, Selangor. On that note, we are pleased to Order Book
share that the Group’s order book as of 31 December as at 31 December 2023
2023 was at RM901.97 million. This provides TCS with
clear earnings visibility for the coming financial years.
RM901.97
Million
CORPORATE DEVELOPMENTS
Proposed Rights Issue with Warrants
TCS had in December 2023 announced the proposed renounceable rights issue of up to 243.60 million new ordinary
shares (“TCS Shares”)(“Rights Shares”) at an issue price of RM0.12 per Rights Shares on the on the basis of 2 Rights
Shares for every 5 existing TCS Shares held as at an entitlement date to be determined and announced later by the Board,
together with up to 146.16 million free detachable warrants (“Warrants B”) on the basis of 3 Warrants B for every 5 Rights
Shares subscribed for (“Proposed Rights Issue with Warrants”).
The Proposed Rights Issue with Warrants enable the Group to raise funds and channel towards the working capital for
TCS’ existing projects. Furthermore, this exercise provides the opportunity for the entitled shareholders to participate in
equity offering on a pro rata basis, which will not have a dilutive effect on their shareholdings. Apart from that, it also gives
rise to the opportunity to acquire TCS shares at a discount and monetise their rights of allotment to the Rights Shares in
the open market.
This exercise is expected to be completed in the second quarter of 2024 barring any unforeseen circumstances and
subject to the relevant approvals being obtained.
Private Placement
Subsequently in February 2024, the Group completed a private placement exercise of up to 10% of the total number of
issued shares of TCS (“Private Placement”). We successfully raised RM7.78 million from the issuance of 39.00 million
new TCS Shares. The proceeds were fully utilised for working capital related to our Group’s construction projects and for
expenses associated with the private placement exercise.
FINANCIAL REVIEW
Revenue
.2 %
TCS’ revenue for the fiscal year under review rose by 43.2% year-on-year (“YoY”)
+ 43
to RM374.48 million as compared to RM261.59 million a year ago. The healthy
improvement was largely driven by higher progress billings on the back of more
advanced stage of construction from our on-going projects.
Bottom-Line
The top-line improvement was, however, not reflected at the bottom-line as

profitability was affected by high war material costs resulting from the aftereffects
of the pandemic, which led to disturbances in the supply chain for building
materials. The Group posted a net loss of RM32.89 million for FY2023 versus a RM261.59 RM374.48
net loss of RM3.40 million in the previous year. million million
Capital Structure & Capital Resources
As of 31 December 2023, TCS’ total assets increased by RM20.20 million to RM246.39 million vis-à-vis RM226.19 million
in the prior year.
On the other hand, the Group’s total equity amounted to RM57.65 million at the close of the financial year under review.
Meanwhile, total liabilities stood at RM188.74 million at the end of FY2023.
Net Gearing
At the close of the financial year under review, TCS’ net gearing was at 0.91 times.
Balance Sheet Highlights As At 31 December 2023
Net Assets
Total Assets
RM0.14
RM246.39 per Share
million Total Equity
RM57.65 million
RM million FY2023 FY2022

Total Assets 246.39 226.19
Cash & Cash Equivalent 5.05 16.58
Total Equity 57.65 83.30
Total Liabilities 188.74 142.89
Current Ratio (x) 1.15 1.44

Net Assets per Share (RM) 0.14 0.21
Net Gearing 0.91x 0.52x

ANTICIPATED AND KNOWN RISKS
The Group is confident on our solid business foundation and established track record as a construction services provider.
However, we remain vigilant of industry risks that could potentially impact our value creation for stakeholders. Below are
key anticipated risks and their corresponding mitigation strategies:
Competitive Landscape
The construction industry is highly competitive as there are over 100,000 CIDB-registered contractors and more than
8,500 in our Grade G7 category. This intense competition could hinder our ability to secure new contract, potentially
impacting our future earnings.
For us at TCS, we continue to reply on our proven track record, extensive experience and technical competency to
preserve our competitive edge. Our goal is to become the preferred construction services provider for our clients while
ensuring healthy long-term financial performance. Additionally, we remain committed to upholding excellence across all
projects by delivering exceptional quality, timely completion and prioritizing health and safety at work.
Raw Material Price Volatility
Managing the raw material cost fluctuations is part and parcel of the construction industry. These fluctuations could
disrupt procurement and profitability. We have implemented measures and contingency plans to mitigate supply chain
risks and counterbalance cost changes. Our extensive industry experience and long-standing relationships with a broad
supplier network allow us to secure competitive pricing while ensuring a consistent supply of essential materials.
Operational Disruptions
The Group’s ability to deliver projects on time relies on smooth construction site operations. Unexpected shutdowns or
disruptions could adversely affect our performance. Additionally, external factors beyond our control – such as pandemics,
natural disasters or civil unrest – may impact our operational and financial performance as well. As part of our efforts to
manage the risk, we prioritise a strong network of trusted subcontractors with whom we have long-standing relationships,
offering flexibility and resource support to maintain operational continuity.
Political, Economic, and Regulatory Risks
Our financial and business prospects are tied to the cyclical nature of the construction industry, including risks from
political changes, economic downturns and regulatory changes. To mitigate these risks, we employ prudent management
practices and adapt our investment strategies in response to economic cycles. Additionally, we maintain proactive
communication with relevant authorities, ensuring continuous compliance with government policies, rules, and regulations.
OUTLOOK AND PROSPECTS
Market uncertainties are anticipated to persist, contributing to a soft global economic outlook. Back home, the situation
is slightly rosier with MoF forecasting a 2024 GDP growth to be between 4.0% to 5.0% for 2024 versus 3.7% in 2023.
Zooming into the construction sector, a growth of 6.8% in 2024 is estimated by MoF following an expansion of 6.3% in
the previous year. The civil engineering subsector remains buoyed by ongoing projects like the Central Spine Road and
the Pan Borneo Sabah Highway, along with the accelerated implementation of projects under the Twelfth Malaysian Plan.
On top of that, New Industrial Master Plan 2030 (“NIMP 2030”) is expected to further strengthen the performance of non-
residential buildings subsector as the Twelfth Plan will provide a platform to attract more investments into the country.
This outlook certainly bodes well for the Group as we see opportunities and are bidding for projects in residential and
commercial buildings, infrastructure projects as well as institutional buildings.
The Group had in March 2024, clinched a RM140.27 million contract from KLKRC, a wholly-owned-subsidiary of KLK, who
is also a returning client, for main building works for a proposed commercial complex known as Bandar Seri Coalfields
Retail Park in Bandar Seri Coalfields, Selangor. This enhances our order book and strengthens our earnings visibility.
At the same time, we are also mindful of the demanding business operating landscape particularly the aforementioned
elevated raw material costs situation. Our utmost priority continues to be on ensuring quality execution and timely delivery
of all our projects as we manoeuvre through these headwinds. On balance, the long-term outlook of the Group continues
to be positive underpinned by our healthy order book and prudent management.
ACKNOWLEDGEMENT
In closing, I would like to commend the team at TCS for an exceptional display of grit, adaptability and competency this
year. I am proud of all achievements the team managed in FY2023, especially against such a challenging environment.
To our valued customers, shareholders, business partners, associates, suppliers and the respective regulatory authorities
– thank you for your unwavering support.
I also wish to take this opportunity to welcome Ms. Sharon Chew Mun Hoong as our Independent Non-Executive Director.
She brings with her a wealth of valuable knowledge and experience, which has been contributing positively to the Group.
Next, my heartfelt appreciation goes to Datin Koh Ah Nee, who is also my wife, for her invaluable contribution to the Group
as she relinquished her role as Executive Director.
To my fellow Board members, I would like to record my appreciation to my fellow Board members for their professionalism
and for being such a joy to work with. I am confident that with the stewardship of the Board and out team, TCS will sail
past the challenges and emerge stronger than before.
Dato’ Ir. Tee Chai Seng

Managing Director
Sustainability Statement
TCS Group Holdings Berhad (“TCS”) is pleased to present our Sustainability Statement, outlining our approach to
sustainability in the Economic, Environmental and Social (“EES”) contexts for the financial year ended 31 December 2023
(“FY2023”).
The Group’s sustainability initiatives reflect our continuous efforts towards maximising opportunities and strengthening
our capabilities for solid growth as well as optimum operational efficiency in line with TCS’s vision and mission.
OUR COMMITMENT
At TCS, we perceive corporate sustainability as our commitment to create long-term value for the Group’s stakeholders
in the EES aspects through innovation and overall operational excellence. We understand our choices today have an
impact on our stakeholders i.e. customers and suppliers, and the success of their businesses in the future. Our business
imperative is to carry out our activities responsibly and with integrity. Our people are expected to behave in an ethical
manner in accordance with our policies, Code of Conduct and guidelines.
Mindful of the need to be a responsible corporate entity, the Group undertook various steps towards contributing to the
welfare of the society and communities in the surrounding environment where it operates. The Group recognises that for
long-term sustainability, its strategic orientation will need to look beyond the financial parameters.
Within the ESS, we have defined our commitment to corporate sustainability across three material areas:
ECONOMIC IMPACT
Corporate Governance and Ethical Behaviour
TCS is continuously committed in promoting and maintaining transparency, accountability as well as ethics in the conduct
of its business and operations with stakeholders, including the Government and Authorities, the Group’s Shareholders
and Investors, Customers, Suppliers, Employees and Communities. This includes the implementation of internal control
systems such as a financial authority framework and risk management framework within the Group. As such, the
Company’s Board and Management periodically review these internal control systems together with recommendations
from Internal and External Auditors, to ensure relevancy and effectiveness.
We have consistently communicated the importance of good governance to all interested parties and have received
positive support. The Group has established the following policies and code as a guide to all employees and our interested
parties:
• Whistle-blowing Policy
• Internal Control and Risk Management Policy
• Code of Ethics and Conduct
• Anti-Bribery and Corruption Policy
We have also adhered to the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018) and equipped the
Group with adequate procedures to prevent any activity that may lead to corruption by or of the person associated with
the Company.
Procurement Practices
We recognise that our subcontractors and suppliers are the Group’s strategic partners with whom we intend to establish
long-term good working relationship with. In this respect, we adhere to procurement procedures in assessing and
evaluating TCS’ subcontractors and suppliers, based on their track record, quality and pricing of their products and
services. The procedures to ensure fair and transparent procurement practices includes:
• Open tender and transparent evaluation of quotations;

• Fair selection and appointment; and
• Performance monitoring and evaluation on regular basis.
Sustainability Statement (Cont’d)
Customer Satisfaction – Delivery of Quality and Excellence
The Group constantly strives to meet its standard of excellence by ensuring delivery of quality
products and services in our project execution with the aim of meeting customer deliverables as
detailed in our contracts. We adopt and implement quality workmanship for various elements
of building construction works such as structural, architectural, mechanical as well as electrical
as well as external works.
As a demonstration to our commitment towards quality and excellence, our subsidiary TCS
Construction Sdn Bhd was awarded the prestigious 5 Star SCORE Award by the Construction
Industry Development Board (CIDB) for 4 consecutive years between 2019 to 2023.
We are committed in adhering to the ISO 9001:2015 Quality Management System international standard to enhance the
quality of workmanship in our projects. This includes an annual internal Quality Management System Audit conducted to
ensure the standards are upheld in a consistent manner. Our ISO 9001:2015 Certifcation was obtained and maintained
since year 2018.
SIRIM ISO 9001:2015 IQNet ISO 9001:2015 SIRIM AWARD ISO 9001:2015
Quality Management Systems
We have also participated in QLASSIC assessment for our projects according to the requirements of QLASSIC standard
CIS 7:2006 (First Edition) and CIS 7:2014 (Revised Edition), as part of the Group’s efforts to ensure the high standards
of workmanship as well as to meet our customers’ QLASSIC score requirements. This certification reflects on our good
performance and effectiveness in maintaining the recognised quality management system.
Our following projects have consistently achieved a high QLASSIC Score above 80%. This shows our commitment
towards delivering quality and excellence across our projects.
Project Name Assessment Year QLASSIC Score %

Albury I, Mahkota Hills (UM Land) 2017 83
Albury II, Mahkota Hills (UM Land) 2018 81
GEMS International School, Tropicana Metropark 2017 82
Tropicana Urban Homes, Tropicana Aman 2019 84
Hermington & Kuchaimas, Aset Kayamas 2021 85
Elmina Green Phase 3A (Sime Darby) 2023 80
Vista Sentul Residences, Platinum Victory 2023 80
Customer Satisfaction – Delivery of Quality and Excellence (Cont’d)

ENVIRONMENTAL IMPACT
CAMPAIGN FOR ENVIRONMENT
We are pleased to state that TCS’ processes are accredited with ISO 14001:2015 Environmental Management System
from SIRIM QAS International since year 2019 which is a testament of our commitment towards sound environmental
management and practices.
Environmental Management Systems
While striving for growth, we recognize the importance on resources conservation in our day-to-day business activities
and have fostered creating environmental awareness among our employees by proactively encouraging them through
communication and displaying signages within the Group’s premises, to support the following measurements:
Energy Saving Practices
• Create awareness on energy efficiency benefits by encouraging exemplary behaviours such as reducing air-
conditioning and lighting usage during operational hours to reduce carbon emission.
• The last employee who leaves the office premise is responsible to ensure all the electricity equipment and fixtures
are switched off.
In our effort to mitigate climate change, our Group strives to optimise energy efficiency and to reduce power consumption
in both our existing and new operations. After the initial implementation and commencement of operations, scheduled
checking and verification are conducted through performance monitoring and analysis.
As we collect energy data from Group-wide operations, we constantly monitor our energy consumption and the
performance of our business units. Improved energy efficiency and choice of energy sources help reduce operational
costs and minimise GHG emissions.
In FY2023, the Group consumed 1,483 MWh of energy collectively which was purchased electricity from the grid used
by our business operations.
Across the Group’s project sites and head office, we have set energy consumption intensity reduction targets:
• 8% from FY2022 to FY2025, with FY2022 as the base year

• 10% by FY2028, with FY2022 as the base year
ENVIRONMENTAL IMPACT (Cont’d)
CAMPAIGN FOR ENVIRONMENT (Cont’d)
Renewable Energy
We are committed to using renewable energy including solar power to reduce the Group’s reliance on fossil fuel-generated
electricity. We have solar panels installed at our head office. The solar panels that were installed at our head office has
generated 3.25MWh of solar power in FY2023, equivalent to a carbon emissions reduction of 9,220 kg-CO2e/year and
equivalent to 13 trees planted.
Water Consumption Minimisation
Our employees are encouraged to practise water-saving habits which include the following:
• Minimising wastage of water in pantries and washrooms.
• Turning off water taps when not in use.
• Avoiding repeated or unnecessary flushing.
• Minimising water wastage during irrigation and cleaning of common areas.
• Avoiding over-irrigation where possible.
• Avoiding repeated cleaning and water overflow.
• Speeding up repair work turnaround time for pipe leakages.

ENVIRONMENTAL IMPACT (Cont’d)
CAMPAIGN FOR ENVIRONMENT (Cont’d)
Waste Management
• Minimising environmental degradation through the reuse and recycling of waste materials including waste paper,
plastic, metal and glass products.
• Implement proper construction scheduled waste management in terms of generation, storage, collection, treatment
and re-use of recyclables prior sending to authorized landfills.
• Advocating the use of paperless of documents, minimising the need for email printouts, encouraging double-sided
printing and photocopying, where printing or photocopying is necessary, only the exact number of copies required
should be made.
We believe the Group’s environmental care culture and initiatives will foster a positive impact to the surrounding
environment in the long-run.
Promoting Building Material Efficiency
We adopt system formwork and self-climbing protection system in the construction of high-rise buildings. The utilisation
of system formwork in construction which allows for multiple reuses, and the formwork material is recyclable. System
formwork is commonly used at high-rise tower blocks exceeding 10 storeys excluding podiums, facility decks, basements,
or standalone structures such as guard houses and refuse centres.
SOCIAL IMPACT
OUR PEOPLE
At TCS, we believe our employees are the Group’s greatest asset to the sustainability and success of the Group. We are
dedicated to attracting and retaining a highly skilled workforce while prioritising the well-being of our people.
The Group recognises the value of workforce diversity as our key competitive edge, as such, there is no discrimination
against employees or applicants in terms of gender, age and ethnicity, among others. The Group acknowledges and
values employees who have displayed outstanding performance or achievement in their career with the Group and may
appropriately reward such employees.
GENDER DISTRIBUTION AGE DISTRIBUTION
7% 1%
16%
23%
43%
77%
33%
Male Below 30 51 to 60
Female 31 to 40 Above 60
41 to 50
Gender Distribution Age Distribution

Female 34 Below 30 63
Male 113 31 – 40 49
41 – 50 23
51 – 60 11
Above 60 2
ETHNIC DISTRIBUTION
5%
51% Ethnic Distribution

Malay 75
Chinese 65
44% India 7
Others 0
Malay Indian
Chinese
SOCIAL IMPACT (Cont’d)
OCCUPATIONAL SAFETY AND HEALTH
The Group is accredited with ISO 45001:2018 Occupational Health and Safety Management System and has attained
SHASSIC safety certificates with 5-star rating for our projects. These certifications indicate TCS’ dedication towards
providing a safe and healthy working environment for the employees and customers while striving to minimize any
preventable accidents and health hazards that may occur in any of the business premises and construction sites.
Occupational Health and Safety
Management Systems
The SHASSIC Safety Awards which we have obtained include the following:
Project Name Assessment Year SHASSIC Score %

Riana South, Manda’rina (IJM Land) 2019 96
Suria Pantai, Pantai Sentral Park (IJM Land) 2019 93
Tropicana Urban Homes, Tropicana Aman 2019 93
Hermington & Kuchaimas, Aset Kayamas 2020 97
Woodbury, Mahkota Hills (UM Land) 2020 96
Elmina Green Phase 3A (Sime Darby) 2022 96.52
Vista Sentul Residences (Platinum Victory) 2022 99.61
On the Safety, Health, Environment and Quality (SHEQ) Day held by CIDB on 19th September 2023, we were also
awarded with the prestigious award of Highest SHASSIC Score in Malaysia for the private sector project at Vista Sentul
Residences for year 2022.
OCCUPATIONAL SAFETY AND HEALTH (Cont’d)
Vista Sentul – Anugerah Pencapaian Vista Sentul – Anugerah Kecemerlangan

Tertinggi 2022 (SHEQ DAY 2023) (Kategori Project Swasta)
(SHEQ DAY 2023)
Vista Sentul – 99.61% Sime Darby EG3A - Hermington & KuchaiMas –

96.52% 97%
During the year, we conducted safety awareness and prevention programmes:
1. Weekly Toolbox Meetings
A weekly training and meeting is provided for construction employees at all constructions sites to keep them
informed of all safety matters and regulations, and to ensure control measures are implemented to mitigate risks
that will impact the construction works.
2. On Site Safety
We provide continuing education and training to our construction and engineering personnel to maintain high level
of safety and health at the work sites. All our sites officers conduct monthly inspections to ensure the Group’s sites
are in compliance with relevant safety regulations and policy.
We conduct Emergency Fire Drills within the first 3 months of the commencement of the projects operations and
thereafter on a minimum 6 month basis. The purpose is to provide appropriate training on building evacuation in
case of emergency and also guidance on the use of the safety equipments such as fire extinguisher, fire alarms and
smoke detector at the workplace.
Fire drill
3. On Site Safety Training/ campaign
ESH Induction for new workers Working at Height Training

3. On Site Safety Training/ campaign
First Aider Training
Rigger and lifting briefing

4. On Site Safety campaign
No Plastic Campaign Award
5. On Site Safety Inspection
Inspection of Fire Extinguisher Backhoe Inspection – weekly/ Crawler Kren Inspection – weekly/
monthly monthly
6. Periodic Fogging for Aedes Prevention
Our Group supports the Health Ministry initiative in the 4S programme to control dengue infections among the
population. 4S stands for “Search and Destroy” mosquito breeding places, “Secure Self Protection” from mosquito
bites, “Seek Early Consultation” when signs and symptoms of dengue occur, and “Support Fogging/spraying” only
in hotspot areas where increase in cases is registered for two consecutive weeks to prevent an impending outbreak.
We conduct Fogging and larviciding activity twice a week at all our project sites to prevent dengue infections among
the staff/workers at the workplace.
Fogging activity
TRAINING AND DEVELOPMENT
The Group ensures and encourages the personal growth, development and progression of employees by providing
development opportunities through training, seminar and workshops. We believe in enhancing our employees with
relevant knowledge to raise their competency levels and skill sets for the benefit of the employees as well as for the Group
as a whole. The following are the trainings undertook by the employees in FY2023:
No Course Title Duration / Period

1 First Aider Competency Training 30 & 31 January 2023 (2 days)
(Amal Medik)
2 MBAM Webinar on Building Defect and QLASSIC 14 February 2023 (1 day)
(Master Builders Association Malaysia)
3 Tendering Process and Contract Management 2 & 3 May 2023 (2 Days)
(MTI Legacy Sdn Bhd)
4 Working at Height Competency Training 8 & 9 May 2023 (2 days)
(Skill Solutions Sdn Bhd)
5 QLASSIC Assessor Course 8 & 9 May 2023 (2 days)
(Sysnovate Solutions Sdn Bhd)
6 Construction Project Management 10 & 11 May 2023 (2 days)
(MIK Teguh Resources)
7 Introduction to Risk Management in Construction 12 May 2023 (1/2 Day)
(WH Skill Training Sdn Bhd)
8 MBAM Annual Safety and Health Conference 17 & 18 May 2023 (2 days)
(Master Builders Association Malaysia)
9 Hazard Identification, Risk Assessment & Risk Control (HIRARC) 18 May 2023 (1 Day)
(MIK Teguh Resources)
10 Makaing a better world with WEBER 18 May 2023 (1 Day)
(Saint-Gobain)
11 Law & Safety Compliance for Electrical Works 27 May 2023 (1 Day)
(WH Skill Training Sdn Bhd)
12 SIRIM Lead Auditor (Integrated Management System) (IMS) 12 – 16 June 2023 (5 days)
(SIRIM QAS)
13 Employment Act Training Programme 18 July 2023 (1 day)
(Pertubuhan Keselamatan Sosial) (PERKESO)
14 Construction Law 101 9 & 23 September 2023 (2 Days)
(Society of Construction Law Malaysia)
15 Floor Measurement 5 December 2023 (1 Day)
(Premier Concrete Equipment)
16 TaxPOD Webinar on tax planning Online on-demand
(TaxPOD)
CSR PROGRAMMES
As responsible corporate citizen, TCS has been consistently aware of its social obligations to the community and remains
fully committed to this cause. We feel privileged to be able to support communities in need and make a difference in their
lives. During the year under review, the Group initiated several community activities through contributions and donations
as follows:
1. Majlis Berbuka Puasa
As one of Group’s initiative to foster a close-knit relationship with the comumunity, we have sponsored the Majlis
Berbuka Puasa event in Setapak. This program is one of our efforts to support the local community surrounding our
projects.
2. Donation to MediCOM Malaysia
MediCOM Malaysia is a Non-Governmental Organisation (NGO) which supports local communities with
donations both in cash and in kind. Their events include educational contributions to underprivileged students,
donations to clinics, assisting victims of natural disasters such as floods and many more. We are honoured to
contribute to them which will ensure those who require help are supported.
3. Contribution to Master Builders Association Malaysia (MBAM)
Our Group is a member of Master Builders Association Malaysia (MBAM) and has contributed to various events and
activities held by the Association such as Annual Dinner, sports tournaments such as futsal and ping-pong. We have
also participated in events and dialogues held by the Association.
Corporate Governance
Overview Statement
The Board of Directors (“the Board”) of TCS Group Holdings Berhad (“TCS” or the “Company”) believes that good
corporate governance is essential to ensure long term sustainability and good business performance of the organization.
The Board remains committed by maintaining the highest standards of corporate governance within TCS and its
subsidiaries (the “Group”) and adhering to the principles and best practices of Corporate Governance, by observing the
Corporate Governance Guide issued by Bursa Malaysia Securities Berhad (“Bursa Securities”).
The Board is pleased to report on an overview of the application of the recommended practices of the Malaysian Code
on Corporate Governance (“MCCG”) as required under the MCCG and the ACE Market Listing Requirements (“AMLR”)
of Bursa Securities during the financial year ended 31 December 2023 (“FYE 2023”).
The application of each Practice set out in the MCCG during FYE 2023 is disclosed in the Company’ Corporate Governance
Report which is available on the Company’s website at www.tcsgroup.com.my as well as via an announcement on the
website of Bursa Securities.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
Board Leadership
Board’s Roles and Responsibilities
The Board is responsible for overseeing and managing the overall performance of the Group by maintaining full and
effective control over strategic, financial, operational, compliance and governance issues. The Board’s key roles
amongst other, are charting the strategic direction, development and control of the Group which involve overseeing
corporate governance, ensuring financial sustainability, and providing guidance to the executive leadership for effective
implementation of business initiatives while the Managing Director takes on primary responsibility for managing the
Group’s businesses and resources.
The Board has formalised and adopted a Board Charter which serves as a source of reference and primary induction
literature, providing insights to existing and prospective Board members to assist the Board in the performance of their
fiduciary duties as Directors of the Company. The Board Charter is available on the Company’s website at www.tcsgroup.
com.my.
Broadly, the responsibility of the Board is including but not limited to the following: -
• Review and approve strategic initiatives including corporate business restructuring or streamlining and strategic
alliances;
• Oversee the conduct of the Group’s businesses to evaluate whether the businesses are being properly managed;
• To ensure that the Company has appropriate corporate governance structures in place including standards of
ethical behaviour and promoting a culture of corporate responsibility;
• Identify principal risks and ensure the implementation of appropriate systems to manage these risks; and
• Review and approve the capital expenditure, purchase of fixed assets, operating expenditure, variation order and
any other matters in accordance with the Authority Limits Document.
The Board delegates certain responsibilities and confers some authority to the Board Committees namely the Audit
Committee, Nomination Committee, Remuneration Committee and Risk Management Committee in order to enhance
business and operational efficiency and effectiveness. At each Board meeting, the Chairman of the relevant Board
Committees reports to the Board on key issues deliberated at their respective meetings. The Terms of Reference of the
Board Committees can be found at the Company’s website at www.tcsgroup.com.my.
Separation of positions of the Chairman and Managing Director
The roles of the Chairman and Managing Director are separately held by Tan Sri Dato’ Sri Izzuddin Bin Dali and Dato’ Ir
Tee Chai Seng respectively. Each of them has a clear and distinct division and responsibilities to ensure the balance of
control, power and authority. The roles and responsibilities of the Chairman and Managing Director are clearly stated in
the Board Charter.
The Chairman of the Board is primarily responsible for orderly conduct and effective function of the Board and represents
the Board to the shareholders and other stakeholders whilst the Managing Director is responsible for the business
direction and development of the operating units, organizational effectiveness and implementation of the Board’s policies
and decisions with the management team as well as oversees the Group’s day-to-day operations.
Overview Statement (Cont’d)
Chairman of the Board should not be a member of the Board Committees
The Board took recognisance that having the same person assumes the position of Chairman of the Board and member
of other Board Committees poses the risk of self-review and may impair the objectivity of both the Chairman and the
Board when deliberating on the observations and recommendations put forth by the Board Committees.
On 30 August 2023, the Chairman of the Board, Tan Sri Dato’ Sri Izzuddin Bin Dali relinquished his membership in the
Board Committees. Currently, he does not hold any position as a member or chairman in any Board Committee. It is
a move to enhance the objectivity of the Board which reflects the Company’s commitment to foster impartiality and
strengthen the overall objectivity of the Board's decision-making processes.
Company Secretaries
The Board is supported by two (2) suitably qualified and competent Company Secretaries. The Company Secretaries play
an advisory role to the Board and is responsible to ensure all Board procedures and Board management matters are in
line as well as in compliance with AMLR, relevant laws and regulations.
The Company Secretaries attend all meetings of the Board and Board Committees and ensure that all meetings are
properly convened, and proper records of proceedings and resolutions passed are recorded and maintained in the
statutory register.
Supply and Access of Information
The Board has unrestricted access to timely and accurate information necessary in the furtherance of their duties. At each
Board meeting, the Managing Director briefs the Board on the Group’s current activities and operations. This includes
in-depth updates on key strategic initiatives, financial performance, market trends, and any significant developments
or challenges faced by the organization. The detailed presentation by the Managing Director ensures that the Board
is well-informed and equipped to make informed decisions regarding the overall direction and management of the
Company. Directors also have access to the advice and services of the Company Secretaries and where necessary,
obtain independent professional advice at the Group’s expense.
Board Delegation
a) Audit Committee (“AC”)
The AC is instrumental in upholding the company's financial integrity, which includes but not limited to reviews and
evaluates the audit plan and internal control systems proposed by the internal auditors, assesses the performance
and independence of external auditors and ensure the effectiveness of internal audit functions. The AC also reviews,
comments and presents the quarterly and year-end financial results for Board’s approval.
b) Nomination Committee (“NC”)
The NC is tasked with reviewing and recommending nomination policies for key leadership positions, encompassing
the Chairman, Managing Director, Directors, and Senior Management. This involves recommending candidates for
directorships based on criteria specified in the Company’s Fit and Proper Policy, as nominated by shareholders
or the Board. Additionally, the NC recommends to the Board, the candidates to fill seats on the Board or Board
Committees following a thorough assessment. The NC also reviews annually the requisite skills, experience, and
other qualities that Non-Executive Directors should bring to the Board. Last but not least, the NC is responsible for
assessing the effectiveness of the Board as a whole and evaluates the individual contribution of each Director on an
annual basis.
c) Remuneration Committee (“RC”)
The RC holds the responsibility of establishing a formal and transparent procedure to develop policies related to
executive remuneration within the organization. This involves creating a structured framework for determining the
remuneration packages of individual Directors. The committee meticulously considers factors such as performance,
market benchmarks, and industry standards to ensure that the remuneration policies are fair, competitive, and
aligned with the company's strategic objectives. Through this, the RC aims to foster accountability, attract and
retain top talent, and uphold the principles of good governance in the remuneration practices of the organization.
Board Delegation (cont’d)
d) Risk Management Committee (“RMC”)
The RMC oversees and approves the enterprise risk management framework, tailoring it to the Company's
complexity. This includes ensuring appropriate risk appetite and tolerance for each business line, establishing
policies and procedures for comprehensive risk management governance, and implementing processes for
identifying and reporting enterprise-wide risks. The RMC also monitors compliance, enforces corrective actions
for risk management deficiencies, and integrates risk management objectives into management goals and the
company's compensation structure.
Board Composition
The Board currently consists of six (6) members, comprising of one (1) Independent Non-Executive Chairman, one
(1) Managing Director, one (1) Executive Director and three (3) Independent Non-Executive Directors. The present
composition of the Board is in compliance with Rule 15.02 of the AMLR of having at least two (2) or one third (1/3) of the
Board comprising independent directors. In the event of any vacancy on the Board, resulting in non-compliance with Rule
15.02 of AMLR, the Company will fill the vacancy within three (3) months.
No individual or group of individuals dominates the Board’s decision making. Independent Directors constitute more than
one third of the Board and the interest of significant shareholder are fairly represented on the Board. The present Directors
bring a wide range of experience and skills relevant to the business of the Group. Brief descriptions of the background of
each Director are set out in this Annual Report.
The current size and composition of the Board are considered adequate to provide the optimum skills and experience
required to manage affairs. The Board also endeavours to fulfil the gender diversity provided by the latest MCCG. At
this stage, the Board believes that the current composition and size of the Board is adequate to discharge its duties and
responsibilities efficiently and competently.
Board Meetings
The Board meets at least four (4) times a year and has a formal schedule of matters reserved for it. The Board will conduct
additional meetings on an ad-hoc basis as and when necessary to consider business issues that require urgent decisions
of the Board.
During the FYE 2023, eight (8) board meetings were held and the attendance of each Directors is shown as below:
Name of Directors Attendance

a) Tan Sri Dato’ Sri Izzuddin bin Dali 7/8
b) Dato’ Ir. Tee Chai Seng 8/8
c) Dato’ Seri Ir. Mohamad Othman bin Zainal Azim 8/8
d) Mr Ooi Guan Hoe 6/8
e) Mr Wong Choo Leong 8/8
f) Ms Sharon Chew Mun Hoong (appointed on 26 April 2023) 5/5
g) Datin Koh Ah Nee (resigned on 26 April 2023) 2/2
The Directors have demonstrated their ability to devote sufficient time and commitment to their roles and responsibilities
as Directors of the Company. The Board is satisfied with the level of time and commitment given by the Directors of the
Company towards fulfilling their duties and responsibilities. This is evidenced by the attendance record of the Directors
as set out in the above section.
Board Independence
The Board recognises the importance of independence and objectivity in its decision-making process which is in line with
the MCCG. The assessment of Independence for the Independent Non-Executive Directors for the Group is conducted
annually and incorporated in the questionnaires tailored for Independent Non-Executive Directors.
The independence of all Independent Non-Executive Directors of the Company remains valid as they are not involved in
any business, transactions or other relationships with the Group that jeopardizes the exercise of independent judgement
and opinion.
Tenure of Independent Directors
In accordance with the Board Charter, the tenure of an independent director should not exceed a term limit of nine (9)
years. In the event that the Board intends to retain the independent director beyond the nine (9) years, the Board should
provide justification and seek annual shareholders’ approval through a Two-tier Voting Process and the manner to obtain
the shareholders’ approval on the resolution shall follow the recommendation of MCCG.
Currently, none of the Independent Director of the Company whose tenure has exceeded a cumulative term of nine (9)
years.
Gender Diversity
The Board supports gender boardroom diversity as recommended under the MCCG and commits to evaluating the
appropriate ratio of female to male Directors when appointing new Directors to the Board. Apart from gender diversity,
the Board also recognises diversity in ethnicity and age. When consider the appointment of new Directors, the Board will
review the appropriate distribution of the age groups and ethnicities among its Board members.
Appointments to the Board
The decision on a new appointment of directors’ rests with the Board, after considering the recommendation of the
NC. In evaluating the suitability of candidates to the Board, the NC will consider criteria specified in the Company’s Fit
and Proper Policy as well as certain criteria such as skills, knowledge, expertise, experience, integrity, commitment,
background, boardroom diversity and the ability of the candidate to discharge his/her duties as expected.
Company’s Policies
Code of Conduct and Ethics
The Code of Conduct and Ethics serves as a road map to guide the Board and employees in carrying out their duties
and responsibilities to the highest standards of personal and corporate integrity. The Group has also in place the Code of
Conduct & Ethics for its employees which comprised all aspects of its day-to-day business operations.
Directors and employees of the Group are expected to perceive high standards of integrity and fair dealings in relation to
clients, staff, management and regulators which the Group operates and ensure compliance with all applicable laws, rules
and regulations. The Code of Conduct and Ethics are available on the Company’s website at www.tcsgroup.com.my.
Whistleblowing Policy
The Group has in place a Whistleblowing Policy designed to create a positive environment in which employees or external
parties can raise genuine concerns without fear of recrimination and enable prompt corrective action to be taken where
appropriate. The whistleblowing policy can be assessed at the Company’s website at www.tcsgroup.com.my.
Anti-Bribery and Anti-Corruption Policy
The Group is committed to conduct business in an ethical and honest manner while upholding zero tolerance position on
bribery and corruption and hence has adopted an Anti-Bribery and Anti-Corruption Policy. The policy can be assessed at
the Company’s website at www.tcsgroup.com.my.
Directors’ Fit and Proper Policy
Following the amendments to the AMLR of Bursa Securities, the Board adopted a Directors’ Fit and Proper Policy
to ensure that Directors possess the character, integrity, relevant range of skills, knowledge, experience, competence
and time commitment to carry out their roles and responsibilities effectively in the best interest of the Company and its
stakeholders. The Directors’ Fit and Proper Policy is available on the Company’s website at www.tcsgroup.com.my.
Governing Sustainability
The following are the five (5) pronged approaches applied by the Company in achieving business sustainability:-
(a) Strengthen balance sheet to enable business expansion;

(b) Build capital and liquidity with implementation of aggressive cost control measures;
(c) Drive sustainability-led initiatives group-wide, prioritising health and safety above all else;
(d) Accelerate adoption of digitalisation initiatives; and
(e) Prioritise talent development capable of leading a high-performance organization.
As part of the efforts in promoting and building sustainability momentum within the Group, the Management has
strengthened the Environmental, Social and Governance integration into the group wide operations with a particular focus
on environmental and social dimensions.
The Company has engaged with stakeholders in a variety of ways which involve both the business units and group
levels through formal and informal activities. The collective opinions and insights from the stakeholders help the Board
make informed decisions, while aligning the stakeholders’ expectations with the Company’s sustainability priorities and
business approach.
The Sustainability Statement is set out in this Annual Report.
Directors’ Trainings
The Board acknowledges the importance of continuous education and training programmes for its members to enable
effective discharge of its responsibilities and to be apprised of the changes to regulatory requirements and the impact
such regulatory requirements will have on the Group.
During FYE 2023, the Directors have attended training, seminars, and conferences which they considered vital in keeping
abreast with changes in laws and regulation, business environment, and corporate governance development.
Details of the training programmes attended/ participated by the Directors are as follows:
Name of Director Seminars/Conferences/Training Programmes Attended

Dato’ Ir. Tee Chai Seng • Seminar on policy and mechanism of Rumah Selangorku Scheme 3.0 held by
Lembaga Perumahan Dan Hartanah Selangor on 14 February 2024
• Technical Presentation for Project PV Idaman Sejiwa
Ooi Guan Hoe • Taxation On Foreign Source Income on 5th January 2023
• MIA Webinar Series: preparation and presentation of Consolidated Financial
Statements on 7th – 8th June 2023
Wong Choo Leong • Training On Kursus Integriti Dan Kota Etika Kontraktor on 14th July 2023
Sharon Chew Mun Hoong • Training on Mandatory Accreditation Programme on 5th & 6th July 2023
Apart from the aforementioned Directors, the remaining Board members were unable to attend training seminars during
FYE 2023 due to their demanding work schedules. Nonetheless, they were diligently kept informed of the latest rule
developments, particularly concerning AMLR and accounting standards, by the Company Secretaries or external auditors.
Nomination Committee
The NC is comprised of the following Independent Non-Executive Directors:-
- Dato’ Seri Ir. Mohamad Othman bin Zainal Azim (Chairman)

- Ooi Guan Hoe (Member)
- Sharon Chew Mun Hoong (Member)
Nomination Committee (cont’d)
During FYE 2023, the NC had undertaken the following activities:
- Assessed existing structure, size, composition and effectiveness of the Board as a whole and Board Committees.
- Conducted an annual assessment of the performance of the Board as a whole and the Independent Directors prior
to making its recommendation to the Board;
- Reviewed the profile of Ms Sharon Chew Mun Hoong and nominated her for appointment as director in the Company;
and
- Reviewed and recommended to the Board for approval, the re-election and retirement by rotation of Directors at the
4th Annual General Meeting.
Annual Assessment
The NC is responsible for evaluating performance and effectiveness of the entire Board, the Board Committees and
individual Director on a yearly basis. The evaluation process is led by the NC Chairman and supported by the Company
Secretary via questionnaires. All assessments and evaluations carried out by the NC in discharge of its functions were
properly documented.
The effectiveness of the Board is assessed in the areas of the Board’s roles and responsibilities, composition, attendance
record, the intensity of participation at meetings, quality of interventions and special contributions. Besides, the
effectiveness of the Board Committees is assessed in terms of structure and processes, accountability and responsibility
as well as the effectiveness of the Chairman of the respective Board Committees.
Based on the annual assessment conducted during the financial year, the NC was satisfied with the existing Board
composition and concluded that each Directors has the requisite competence to serve on the Board and has sufficiently
demonstrated their commitment to the Company in terms of time and participation during the financial year under review.
Re-election of Directors
In accordance with the Company’s Constitution, one-third (1/3) of the Directors are subject to retirement for re-election
by rotation at least once in every three (3) years at each Annual General Meeting (“AGM”). Retiring Directors may offer
themselves for re-election.
Director who is appointed during the financial period is, in accordance with the Company’s Constitution, required to retire
at the AGM following his appointment but is eligible for re-election by the shareholders.
Succession Planning
The Board has put in place succession planning strategy by identifying and fostering younger directors within the Board
and senior management. This initiative aims to prepare them for greater responsibilities and diverse roles within the
organisation. At the senior management level, promising and designated young executives were selected and exposed to
current management practices. Through continuous on-the-job training and mentorship by senior staff, these individuals
are being groomed for future leadership roles.
Remuneration Committee
The RC is comprised of the following Independent Non-Executive Directors:-
- Dato’ Seri Ir. Mohamad Othman bin Zainal Azim (Chairman)

- Ooi Guan Hoe (Member)
- Sharon Chew Mun Hoong (Member)
During FYE 2023, the RC reviewed and recommended to the Board, the fees and benefits payable to Directors for
shareholders’ approval at the 4th AGM of the Company pursuant to the Constitution of the Company.
Directors’ Remuneration
The Company’s remuneration policy for Director is formulated to attract and retain individuals of the necessary calibre
relevant to the achievement of the Company’s strategic achievements. The remuneration is structured to link with the
experience, expertise and level of responsibility undertakings by Directors.
The RC is entrusted with the responsibility to make recommendations to the Board, the remuneration package for the
Executive Directors. However, it is the ultimate responsibility of the entire Board to approve the remuneration of the
Directors. Non-Executive Directors’ remuneration will be decided by the Board as a whole with the Director concerned
abstaining from deliberation and voting on decisions in respect of his own remuneration.
The Directors’ remuneration for the FYE 2023 are as follows and the details of which can be found in the Corporate
Governance Report:-
Company (RM) Group (RM)

Salaries(1) Salaries(1)
and and
Directors incentives(2) Fees incentives(2) Fees Total

Executive Directors
Dato’ Ir Tee Chai Seng - - 985,313 - 985,313
Wong Choo Leong - - 208,573 - 208,573
Datin Koh Ah Nee - - 145,780 - 145,780

(resigned on 26 April 2023)
Non-Executive Directors
Tan Sri Dato’ Sri Izzuddin bin Dali - - - 72,500 72,500
Dato Seri Ir Mohamad

Othman bin Zainal Azim - - - 60,500 60,500
Ooi Guan Hoe - - - 60,500 60,500
Sharon Chew Mun Hoong

(appointed on 26 April 2023) - - - 32,500 32,500
Notes:
1
Inclusive of contribution to EPF, EIS and SOCSO
2
Inclusive of allowances and benefit-in-kind
Remuneration of Senior Management
Remuneration Band Number of Senior Management

RM50,001 to RM100,000 3
RM100,001 to RM150,000 2
RM150,001 to RM200,000 1
RM200,001 to RM250,000 -

Due to the confidentiality and sensitivity of the remuneration package of Senior Management as well as security concerns,
the Board opts not to disclose the Senior Management’s remuneration components in named basis.
The Board is of the view that the disclosure of Senior Management’s remuneration components in named basis will not
be in the best interest of the Company given the competitive human resources environment as such disclosure may give
rise to recruitment and talent retention issues.
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
Audit Committee
The AC comprises three (3) members, all of whom are Independent Non-Executive Directors. The AC is chaired by Mr Ooi
Guan Hoe, who is not the Chairman of the Board. Collectively, the AC members are financially literate, have commercial
expertise skills, knowledge and understanding of the matters under the purview of the AC including the principles and
developments of financial reporting. They constantly keep abreast of relevant changes to financial reporting standards
and issues which have a significant impact on the financial statements through regular updates from the external auditors
and the Executive Directors.
The composition of the AC is reviewed annually with the view to uphold its independence and effectiveness which in line
with the principles of the MCCG.
The Board took note of Practice 9.2 of the MCCG that the AC to have a policy that requires a former partner of the external
audit firm to observe a cooling-off period of at least three (3) years before being appointed as a member of the AC and
has incorporated the said practice in the Terms of Reference of AC. The independence, suitability and appointment/re-
appointment of the External Auditors is reviewed by the AC annually.
Details of the activities carried out by the AC for FYE 2023 are set out in the AC Report in the Annual Report.
Relationship with the External Auditors
The Company has established a transparent arrangement with the auditors to meet their professional requirements. The
auditors have, from time to time, highlighted to the AC and the Board matters requiring the Board’s attention. The AC
also meets with the auditors at least once in a year without the presence of the Executive Directors and Management.
This is aimed at fostering open and candid discussions, allowing for a thorough examination of financial matters without
any potential interference.
Internal Control and Risk Management
The Directors are responsible for the Group’s internal control systems and its effectiveness. The primary objective of the
internal control systems is to effectively manage financial and business risks that are significant to the achievement of the
Group’s business objectives. This overarching goal is centered on enhancing the value of shareholders’ investment and
safeguarding the Group’s assets.
The RMC summarises and communicates the key business risks to the AC and Board for consideration and resolution.
Internal audit activities are outsourced to a professional firm. The internal audit functions are carried out impartially,
proficiently and with due professional care. Reports issued by the internal auditors for the financial year under review were
tabled at the AC meetings for deliberation. Management was present at such meetings to provide pertinent clarification
or additional information to address questions raised by AC members.
The Statement of Risk Management and Internal Control of the Group are set out in the Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
Financial Reporting
The Board is dedicated to presenting a balanced and comprehensive assessment of the Groups’ financial performance
and prospect primarily through the annual financial statements and quarterly report as well as announcements to the
Bursa Securities. To bolster this effect, the AC assists the Board in scrutinizing information for disclosure to ensure
compliance with accounting standards while also prioritizing accuracy, adequacy and completeness in the presented
data. This approach guarantees that stakeholders receive a nuanced and reliable understanding of the Group's financial
standing.
Corporate Disclosure Policies and Procedures
The Company ensures all information such as corporate announcements, circulars to shareholders and financial results
are disseminated to the general public in a timely and accurate manner.
The Company’s quarterly interim financial results are released within two months of the end of each quarter. The Annual
Report, which is the key communication channel between the Company and its shareholders, is published within four
months after the financial period ends. The Annual Report provides an insightful analysis of the Group’s performance,
operations and prospect affecting shareholders’ interest.
Relationship between the Company and shareholders
The Board consistently acknowledges the pivotal role of effective communication in sustaining the Group's relationships
with stakeholders. Recognizing communication as an indispensable element of the Group's sustainability, the Board
actively prioritizes transparent and meaningful engagement with stakeholders. This commitment underscores the
importance of fostering trust, promoting understanding, and ensuring that the Group's endeavors are communicated in a
clear and impactful manner to all relevant parties.
The stakeholders are informed of all material project updates, business events and risks of the Group in a factual, timely
and widely available manner. The Company maintains various methods of dissemination of information to shareholders,
stakeholders and the public at large such as announcements via Bursa Link, Annual Reports, General Meetings and
investors, analyst and media briefings.
The Company adheres to continuous disclosure policy, whereby making announcements to the Bursa Securities when it
becomes aware of information which might materially affect the share price.
Shareholders and/or stakeholders are encouraged to raise queries relating to the Company’s business or operation by
contacting the Managing Director. The Board is committed to proactively engaging the investing public through briefings
and press releases, in accordance with Bursa Securities regulations, to ensure that the public remains well-informed
about significant developments. This intention reflects our dedication to transparency and timely communication, aligning
with regulatory guidelines to enhance awareness among stakeholders.
Conduct of General Meetings
General Meetings serve as the principal forum for communication with the shareholders of the Company. The Board
actively promotes and values the participation of shareholders in these meetings, aiming to foster a heightened sense
of accountability and alignment with the Group's strategy and goals. This approach underscores the importance of
open dialogue and ensures that shareholders are actively engaged in key decisions and developments pertaining to the
Company.
As recommended by the MCCG, the notice of AGM is despatched to shareholders at least twenty-eight (28) days before
the AGM, to allow shareholders to have additional time to go through the Annual Report and consider the resolutions to
be resolved, to make the necessary attendance and voting arrangements. The notice of AGM, which sets out the business
to be transacted at the AGM, is also published in a widely circulated local newspaper. The Board ensures that each item
of special business included in the notices of the general meeting is accompanied by a full explanation of the proposed
resolution effects. In line with Rule 8.31A of the AMLR of Bursa Securities, all resolutions set out in the notice of general
meeting will be put to vote by poll.
The Company will also appoint an independent scrutineer to validate the vote cast in the general meeting. The Board
intentionally allocates time for question-and-answer sessions during General Meetings. The outcome of the general
meeting will then be announced to Bursa Securities on the same meeting day while the minutes of the general meeting
will be posted on the Company’s website no later than 30 business days after the general meeting.
Leverage on Information Technology for Effective Dissemination of Information
The group maintains a corporate website at www.tcsgroup.com.my which serves as a forum for the general public to
access information on the corporate information, annual reports, corporate announcements and subsidiary developments.
This online resource serves as a comprehensive hub for stakeholders seeking insights into the Group's activities, providing
a user-friendly interface for easy navigation and retrieval of pertinent information.
Compliance Statement
Saved as disclosed above, the Board is of the view that the Group has complied with and shall remain committed to
attaining the highest possible standards through the continuous adoption of the principles and best practices set out in
MCCG and all other applicable laws, where applicable and appropriate.
This Corporate Governance Overview Statement was approved by the Board on 22 April 2024.
Audit Committee’s Report
The Board of Directors (“Board”) of TCS Group Holding Berhad (“TCS” or “the Company”) is pleased to present the
Audit Committee Report for the financial year ended 31 December 2023 (“FYE 2023”).
Composition
Presently, the Audit Committee (“AC”) comprises three (3) members, all of whom are Independent Non-Executive
Directors. The members of ARMC are as follows: -
Name Designation
Ooi Guan Hoe Chairman

Dato’ Seri Ir. Mohamad Othman bin Zainal Azim Member

Sharon Chew Mun Hoong Member

(appointed as AC member on 30 August 2023)
Tan Sri Dato’ Sri Izzuddin bin Dali Member

(resigned as AC member on 30 August 2023)
The AC is chaired by Mr Ooi Guan Hoe, who is a member of the Malaysian Institute of Accountants. The current composition
of AC meets the requirement of Rule 15.09 and Rule 15.10 respectively of the ACE Market Listing Requirements (“AMLR”)
of Bursa Malaysia Securities Berhad (“Bursa Securities”) as well as Practice 8.4 of the Malaysian Code on Corporate
Governance 2021 (“MCCG”). No alternate director is appointed as AC member.
The Company also recognised the need to uphold the independence of its External Auditors and that no possible conflict
of interest or whatsoever should arise. Currently, none of the AC members are former audit partners of the External
Auditors appointed by the Group. The Company will observe a cooling-off period of at least three (3) years in the event
that any potential candidate who was an audit partner of the External Auditors of the Group is to be appointed as an AC
member.
Terms of Reference
The Terms of Reference of the AC which laid down its duties and responsibilities are accessible via the Company’s
website at www.tcsgroup.com.my.
Attendance of Meetings
The AC held five (5) meetings during the FYE 2023. The details of attendance of the AC members are as follows:
Name Attendance
Ooi Guan Hoe 5/5
Dato’ Seri Ir Mohamad Othman bin Zainal Azim 5/5
Sharon Chew Mun Hoong 1/1

(appointed as AC member on 30 August 2023)
Tan Sri Dato’ Sri Izzuddin bin Dali 4/4

(resigned as AC member on 30 August 2023)
Audit Committee’s Report (Cont’d)
Attendance of Meetings (Cont’d)
The Group Chief Financial Officer was invited to all AC meetings to facilitate direct communications and provide clarification
on financial reports. Additionally, other Board members and designated Senior Management members will attend these
meetings at the invitation of the AC. This ensures that key decision-makers and those responsible for the organisation's
strategic direction are aware of the audit process and can provide information to facilitate the deliberations of meetings.
Both Internal Auditors and External Auditors are also invited to present their audit plan and audit findings respectively.
Minutes of each meeting were recorded and tabled for confirmation at the next AC meeting.
Summary Activities of the AC
The activities undertaken by the AC during the FYE 2023 included the following:
a) Reviewed the quarterly and year–to-date unaudited financial results with the Management to ensure that the results
are in compliance with the Malaysian Financial Reporting Standards and AMLR prior to recommending to the Board
for consideration and approval;
b) Reviewed the audited financial statements for the FYE 31 December 2022 of the Group before making
recommendation to the Board for approval;
c) Reviewed the External Auditor’s scope of work and audit plan;
d) Reviewed and discussed with the External Auditors of their audit findings inclusive of system evaluation, audit fees,
issues raised, non-audit fees & services (if any), audit recommendations and management’s response to these
recommendations;
e) Evaluated the performance of the External Auditors for the FYE 31 December 2022 covering areas such as calibre,
quality processes, audit team, audit scope, audit communication, audit governance and independence. Based on
the evaluation, the AC being satisfied, considered and recommended the re-appointment of the External Auditors;
f) Reviewed and assessed the adequacy of the scope and functions of the internal audit plan;
g) Reviewed the internal audit reports presented and considered the major findings of internal audit in the Group’s
operating subsidiaries, and monitored the action plans recommended by the Internal Auditors for necessary
improvement to ensure significant findings were adequately addressed by management;
h) Reviewed the effectiveness of the Group’s system of internal control;
i) Reviewed the proposed fees of the External Auditors and Internal Auditors in respect of their audit service and audit
scope rendered to the Company and the Group;
j) Reviewed related party transactions and recurrent related party transactions entered into by the Group (if any) on a
quarterly basis, to ensure that such transactions are carried out on an arm’s length basis;
k) Reviewed and monitored the Company’s compliance with the AMLR and applicable Approved Accounting
Standards;
l) Reported to the Board on its activities and significant findings and results; and
m) Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control before
recommending to the Board for approval and inclusion in the Annual Report.
Audit Committee’s Report (Cont’d)
Internal Audit Function
The Group has outsourced its internal audit function to an established professional Internal Audit firm, namely Sterling
Business Alignment Consulting Sdn. Bhd. (“Internal Auditors”), which reports directly to the AC and assists the AC in
reviewing the effectiveness of the internal control systems whilst ensuring an appropriate balance of controls and risks
throughout the Group in achieving its business objectives.
The number of resources deployed by the Internal Auditors for each internal audit review ranges from 3 to 4 staff. The
internal audit team is led by Mr Cheng Chean who is a Chartered Member of the Institute of Internal Auditors Malaysia
and a Fellow Member of the Chartered Certified Accountant and he has 22 years of hands-on experience in the fields of
External Audit, Internal Audit and Internal Control Review.
The Internal Auditors applied the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal
Control – Integrated Framework as a basis to provide independent assessment of the effectiveness and efficiency of the
internal control system and assurance to the AC.
For the FYE 2023, the Internal Auditors reviewed the adequacy of the Company and its subsidiaries in relation to the
implementation of the Anti-Bribery and Corruption Management System in accordance with the objective of compliance
with the subsection (5) of section 17A under the Malaysian Anti-Corruption Commission Act 2009 and the Environmental,
Social and Governance practices of the Group. The Internal Auditors also conducted follow-up status reviews on
previously reported audit findings.
The cost of the internal audit for FYE 2023 is RM30,000.
Compliance Statement
This AC Report has been reviewed by the AC and approved by the Board on 22 April 2024.
Statement on Risk Management

and Internal Control
INTRODUCTION
The Board of Directors (“the Board”) of TCS Group Holdings Berhad (“TCS” or “the Company”) is pleased to present
the Statement on Risk Management and Internal Control (“Statement”) which outlines the nature and scope of risk
management and internal control system of TCS Group Holdings Berhad and its subsidiaries (“the Group”) for the financial
year ended 31 December 2023. This Statement has been prepared in accordance with Rule 15.26(b) of the ACE Market
Listing Requirements of Bursa Malaysia Securities Berhad, the Malaysian Code on Corporate Governance 2017 and
guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers.
BOARD RESPONSIBILITY
The Board is responsible for the adequacy and effectiveness of the Group system of risk management and internal
controls. The system is designed to manage the Group’s key areas of risk within an acceptable risk profile, rather than
eliminate the risk of failure to achieve the business objectives. Accordingly, the system of risk management and internal
controls of the Group can only provide reasonable and not absolute assurance against material misstatement, loss or
fraud.
The Board has established an ongoing process for identifying, evaluating, managing and monitoring the significant risks
faced by the Group, and this process includes enhancing the system of risk management and internal controls as and
when there are changes to the business environment or regulatory guidelines.
RISK MANAGEMENT FRAMEWORK
The Board regards the management of core risks as an integral and critical part of the day-to-day operations of the
Group. The experience, knowledge and expertise to identify and manage such risks throughout the financial year under
review enables the Group to make cautious, mindful and well-informed decisions through formulation and implementation
of requisite action plans and monitoring regime which are imperative in ensuring the accomplishment of the Group’s
objectives.
The Board is assisted by the Risk Management Committee (“RMC”) to provide oversight, direction and counsel to the
Group’s risk management process by identifying and assessing risks, and making recommendations to monitor, evaluate,
manage and mitigate such risks throughout the business operations particularly in respect of key risks which the Group
faces on a regular basis.
As part of our Risk Management process, a Risk Management Handbook and Registry of Risk were adopted. The Registry
of Risk is maintained to identify principal business risks and key risk areas, their impact, likelihood of occurrence, risk
owner and risk control actions and is updated to address changes in risk profiles. The Risk Management Handbook
summarises risk management methodology, approach and processes, roles and responsibilities, and various risk
management concepts. The level of risk tolerance is established and monitored through the use of a risk impact and
likelihood matrix where the ratings are assessed in response to changes in the business environment.
The respective risk owners are assigned and responsible for identifying risks as well as ensure that adequate control
systems are implemented to mitigate risks faced by the Group. The process of identifying, evaluating, monitoring and
managing risks is embedded in the various work processes and procedures of the respective operational functions.
The key risk categories which have been reviewed by the respective risk owners during the financial year under review
encompassed:
• Legal and Regulatory

• Corporate Governance
• Financial
• Operational
• Human Capital
• Environmental, Safety and Health

and Internal Control (Cont’d)
INTERNAL AUDIT FUNCTION
The Board outsourced its internal audit functions to an independent consulting firm to provide an independent evaluation
of the system of internal control. The Internal Auditor reports directly to the Audit Committee during the Audit Committee
meeting. The Internal Auditor is free from any relationships with the Board and Management or conflict of interest in the
operations and activities of the Group, which could impair their objectivity and independence of the internal audit function.
The Internal Auditors uses the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal
Control – Integrated Framework as a basis for evaluating the effectiveness of the internal control systems. The internal
audit reviews are conducted in accordance with the risk-based internal audit plan approved by the Audit Committee.
The Internal Auditors reviewed the internal control and business processes of key functions or activities of the Group,
identified internal control gaps, effectiveness and adequacy of the existing state of internal control and recommended
possible improvements to the internal control process.
For the financial year ended 31 December 2023, two (2) internal audit reviews had been carried out by the Internal Auditor:
Financial Reporting Quarter Reporting Month Name of Entity Audited Audited Areas
1st Quarter (Jan 2023 – May 2023 TCS Construction Sdn Bhd Anti Bribery and Corruption
Mar 2023) Policy
3rd Quarter (July 2023 – November 2023 TCS Construction Sdn Bhd Environmental, Social,
September 2023) Governance (ESG)
Framework
The total cost incurred for the internal audit function for the financial year ended 31 December 2023 was at RM 30,000.00
OTHER KEY ELEMENTS OF RISK MANAGEMENT AND INTERNAL CONTROL
The other key elements of the Group’s internal control system include:
1. Well-defined organisational structure with clear lines of authority, limits of authority, accountability and responsibilities
of the Managing Director, Executive Director and Senior Management;
2. Clearly defined terms of reference, authorities and responsibilities of the various Board committees which include
the Audit Committee, Nomination Committee, Remuneration Committee and Risk Management Committee;
3. Clearly defined and formalised policies and procedures and guidelines are in place to support the Group in achieving
its corporate objectives. These policies and procedures including Anti-Bribery and Anti-Corruption Policy provide
a basis for ensuring compliance with applicable laws and regulations, and also internal controls with respect to the
conduct of business;
4. Clearly documented internal procedures in respect of operational processes as set out in the ISO 9001:2015, ISO
45001:2018 and ISO 14001:2015 for Quality Management System, Occupational Health and Safety Management
System and Environmental Management System;
5. The Management Committee meets regularly to discuss key operational and management issues. Under the
purview of the Managing Director, the heads of the respective operational units of the Group are empowered with
the responsibilities of managing their respective operations and business.
6. Quarterly financial results were reported to the Audit Committee and Board for approval.

and Internal Control (Cont’d)
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
Pursuant to Rule 15.23 of the Listing Requirements, the external auditors have reviewed this Statement for inclusion in
the Annual Report for the financial year ended 31 December 2023. The external auditors have reported to the Board that,
based on their review procedures performed and evidence obtained, nothing has come to their attention that causes
them to believe that this Statement intended to be included in the Annual Report is not prepared, in all material respects,
in accordance with the disclosures required by Paragraphs 41 and 42 of the Guidelines, nor is the Statement factually
inaccurate.
ASSURANCE TO THE BOARD MEMBERS
The Board is of the opinion that the Group’s risk management and internal control systems are satisfactory and has no
internal control failure nor any significant weaknesses that resulted in any loss to the Group during the financial year under
review. The Board is also cognizant that the Group’s risk management framework and system of internal control must be
continuously reviewed and evolved to meet the changing and challenging business environment. The Group is committed
to continuing take all necessary measures to strengthen the risk management and internal control system to further
enhance its effectiveness to ensure all identified risks are managed on a timely basis and are within tolerance limits.
The Board is satisfied that the Group’s risk management framework and system of internal control are operating adequately
and effectively in all material aspects for the financial year ended 31 December 2023.
The Managing Director and Chief Financial Officer of the Group have given the Board the assurance that the Group’s risk
management and internal control system have been operating adequately and effectively in all critical aspects.
This Statement on Risk Management and Internal Control was approved by the Board on 22 April 2024.
Additional Compliance Information
OTHER DISCLOSURE REQUIREMENTS

PURSUANT TO THE LISTING REQUIREMENTS OF BURSA SECURITIES
AUDIT AND NON-AUDIT FEES PAID TO EXTERNAL AUDITORS
The amount of audit fees and non-audit fees paid or payable to the Company’s External Auditors and a firm affiliated to
the External Auditors’ firm by the Group and the Company for the financial year ended 31 December 2023 are as follows:
Group Company
RM RM
Audit
- Financial audit 139,000 28,000

Non-audit
- Review of Statement on Risk Management and Internal Control 9,000 9,000
- Reporting accountant for the proposed right issue 75,000 75,000
- Tax fee 22,500 2,500
Total 245,500 114,500
MATERIAL CONTRACTS
There were no material contracts entered into by the Group involving Directors’ and major shareholders’ interest which
were still subsisting as at the end of the financial year or which were entered into since the end of the previous financial
period.
UTILISATION OF PROCEEDS FROM CORPORATE EXERCISE
During the financial year ended 31 December 2023, the Company has completed two tranches of the Private Placement
involving issuance of 20,000,000 new TCS Shares, at an issue price of RM0.1994 and 19,000,000 new TCS Shares, at an
issue price of RM0.1998, raising a total proceeds of RM7.78 million.
The status of the utilisation arising from the total gross proceeds of RM7.78 million raised from the first and second
tranches of the 10% Proposed Private Placement, were as below:
Estimated
timeframe
for utilisation
Proposed Actual Balance from receipt of
Utilisation of proceeds Utilisation Utilisation Deviation Unutilised placement funds
RM’000 RM’000 RM’000 RM’000
Working capital for construction

projects 7,741 7,613 (128) - Within 24 months
Estimated listing expenses 43 171 128 - Upon receipts of
placement funds
Total 7,784 7,784 - -

Additional Compliance Information (Cont’d)
RECURRENT RELATED PARTY TRANSACTION (“RRPT”)
The RRPT of a Revenue or Trading Nature incurred during the financial year are set out as below:
Transacting Nature of Details Names of Tenancy Actual

party transaction interested period aggregated
with TCS related parties value
Group transacted
from 1 Jan
2023 to 31
Dec 2023
(RM)
1 CDB Group Rental of No 1&3,1st & 2nd Dato’ Ir Tee Oct 2023 to 181,200
Holdings Sdn property Floor, Jalan SP 1/1, Chai Seng Sep 2024
Bhd Bandar Saujana
Putra, 42610 Datin Koh
TCS Jenjarom, Selangor. Ah Nee
Construction (Resigned w.e.f
Sdn Bhd 26 April 2023)
2 CDB Group Rental of No. 1&3, 3rd Floor, Dato’ Ir Tee Oct 2023 to 52,800
Holdings Sdn property Jalan SP 1/1, Bandar Chai Seng Sep 2024
Bhd Saujana Putra, 42610
Jenjarom, Selangor. Datin Koh
TCS Infra Sdn Ah Nee
Bhd (Resigned w.e.f
26 April 2023)
There was no transaction entered between Saujana Permai Development Sdn Bhd and TCS Construction Sdn Bhd for
provision of construction services during the financial year ended 31 December 2023.
Besides, the Company is seeking approval from the shareholders for the proposed renewal shareholders’ mandate for the
Company to enter into RRPT(s) of a revenue or trading nature pursuant to Rules 10.09 of ACE Market Listing Requirements
of Bursa Securities Malaysia Berhad at the forthcoming Annual General Meeting to be convened on Wednesday, 12 June
2024. The details as enclosed in the Circular to Shareholders dated 26 April 2024.
Directors’ Responsibility Statement
STATEMENT FOR THE AUDITED FINANCIAL STATEMENTS
The Directors are required by the Companies Act 2016 (“the Act”) to prepare the financial statements for each financial
year which have been made out in accordance with applicable Malaysian Financial Reporting Standards (“MFRSs”),
International Financial Reporting Standards (“IFRSs”), the requirements of the Act in Malaysia and the AMLR.
The Directors are responsible to ensure that the financial statements give a true and fair view of the state of affairs of the
Group and of the Company at the end of the financial year, and of the results and cash flows of the Group and of the
Company for the financial year.
In preparing the financial statements, the Directors have:
(i) Adopted appropriate accounting policies and applied them consistently;

(ii) Made judgements and estimates that are reasonable and prudent; and
(iii) Prepared the financial statements on a going concern basis.
The Directors are responsible to ensure that the Group and the Company keep accounting records which disclose the
financial position of the Group and of the Company with reasonable accuracy, enabling them to ensure that the financial
statements comply with the Act. The Directors are responsible for taking such steps as are reasonably open to them to
safeguard the assets of the Group and of the Company and to detect and prevent fraud and other irregularities.
Financial Statements
Registration No. 201901004613 (1313940-W)

Directors’ Report (Incorporated in Malaysia)
DIRECTORS’ REPORT
The Directors hereby submit their report together with the audited financial statements of the Group
and of the Company for the financial year ended 31 December 2023.
PRINCIPAL ACTIVITIES
The Company principally engaged in investment holding and provision of management services to
its subsidiaries.
The principal activities of the subsidiaries are indicated in Note 5 to the financial statements.
There have been no significant changes in the nature of these principal activities of the Company
and its subsidiaries during the financial year.
RESULTS
Group Company
RM RM
Loss for the financial year 32,884,742 9,236,103
Attributable to:
Owners of the Company 32,853,355 9,236,103
Non-controlling interests 31,387 -
32,884,742 9,236,103
DIVIDENDS
There were no dividends proposed, declared or paid by the Company since the end of the previous
financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year.
4
Directors’ Report
(Cont’d)
DIRECTORS
The name of the Directors of the Company and its subsidiaries in office during the financial year
and during the period commencing from the end of the financial year to the date of this report are as
follows:-
Company:-
Dato’ Ir. Tee Chai Seng* (Managing Director, Non-independent)
Tan Sri Dato’ Sri Izzuddin Bin Dali (Independent Non-executive Chairman)
Dato’ Seri Ir. Mohamad Othman Bin Zainal Azim (Independent Non-executive Director)
Ooi Guan Hoe (Independent Non-executive Director)
Wong Choo Leong* (Executive Director, Non-independent)
Sharon Chew Mun Hoong (Independent Non-executive Director) (Appointed on 26 April 2023)
Datin Koh Ah Nee (Resigned on 26 April 2023)
* Director of the Company and its subsidiaries
The Directors of the subsidiaries since the beginning of the financial year to the date of this report,
not including those Directors listed above are as follows:-
Abd Manaf Bin Ahmad

Che Hasnadi Bin Che Hassan
Gan Yee Hin
Tan Sri Datuk Seri Gan Yu Chai
Tee Chai Kok
Ahmad Syafizan Bin AB Jalil (Appointed on 12 January 2023)
Leong Ting Shen (Resigned on 12 January 2023)
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the
Companies Act 2016 in Malaysia, the interests and deemed interests in the ordinary shares of the
Company and its related corporations of those who were Directors as at financial year end
(including the interests of the spouses or children of the Directors who themselves are not Directors
of the Company) are as follows:-
Number of ordinary shares
At At
1.1.2023 Bought Sold 31.12.2023
Direct interest
Dato’ Ir. Tee Chai Seng 206,838,377 - - 206,838,377
Tan Sri Dato’ Sri Izzuddin Bin Dali 300,000 - - 300,000
Dato’ Seri Ir. Mohamad Othman Bin
Zainal Azim 200,000 - - 200,000
Ooi Guan Hoe 650,000 - 650,000 -
Wong Choo Leong 303,200 - - 303,200
5
Directors’ Report
(Cont’d)
DIRECTORS’ INTERESTS (CONT’D)
According to the register of Directors’ Shareholdings required to be kept under Section 59 of the
Companies Act 2016, the interests and deemed interests in the ordinary shares of the Company and
its related corporations of those who were Directors as at financial year end (including the interests
of the spouses or children of the Directors who themselves are not Directors of the Company) are as
follows (cont’d):-
Number of ordinary shares

At At
1.1.2023 Bought Sold 31.12.2023
Indirect interest
Dato’ Ir. Tee Chai Seng* 36,324,419 - - 36,324,419
* deemed interest by virtue of the shares held by spouse
By virtue of Dato’ Ir. Tee Chai Seng’s substantial interest in the ordinary shares of the Company, he
also deemed to have interest in the shares of all the subsidiaries during the financial year to the
extent that the Company has an interest.
Number of Warrants
At At
1.1.2023 Bought Sold 31.12.2023
Dato’ Ir. Tee Chai Seng 6,819,189 - - 6,819,189

Tan Sri Dato’ Sri Izzuddin Bin Dali 250,000 - - 250,000
Dato’ Seri Ir. Mohamad Othman Bin
Zainal Azim 250,000 - - 250,000
Ooi Guan Hoe 450,000 - - 450,000
Wong Choo Leong 151,600 - - 151,600
DIRECTORS’ EMOLUMENTS AND BENEFITS
During the financial year, the emoluments received and receivable by the Directors of the Company
are as follows:-
Incurred by the
subsidiary/
Group
RM
Directors’ fee 226,000

Salaries, wages and other emoluments 1,192,000
Defined contribution plan 97,440
Social security contribution 1,902
1,517,342
The estimated monetary value of Directors’ benefits-in-kind is RM48,324.
6
Directors’ Report
(Cont’d)
DIRECTORS’ EMOLUMENTS AND BENEFITS (CONT’D)
During and at the end of the financial year, no arrangement subsisted to which the Company is a
party, with the object or objects enabling Directors of the Company to acquire benefits by means of
the acquisition of shares in, or debentures of, the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive
any benefit (except as disclosed in Notes 23, 26 and 27 to the financial statements) by reason of a
contract made by the Company or a related corporation with the Director or with a firm of which
the Director is a member, or with a Company in which the Director has a substantial financial
interest.
ISSUE OF SHARES AND DEBENTURES
On 15 August 2023 and 30 August 2023, the Company issued 20,000,000 and 19,000,000 new
ordinary shares at an issue price of RM0.1994 and RM0.1998 per ordinary share for a total cash
consideration of RM3,988,000 and RM3,796,200 for pursuant to its private placement exercise.
The new ordinary shares issued during the financial year rank pari passu in all respects with the
existing ordinary shares of the Company.
There was no issuance of debentures during the financial year.
WARRANTS 2021/2024
The Warrants 2021/2024 are listed on the ACE Market of Bursa Malaysia Securities Berhad.
Each Warrant carries the right to subscribe for 1 new ordinary share each in the Company at any
time from 16 March 2021 up to the expiry date on 15 March 2024, an exercise price of RM0.38 for
each new share. Any Warrant not exercised by the expiry of the exercise period will lapse and cease
to be valid for all purposes. The Warrant 2021/2024 are constituted by a Deed Poll dated 25
February 2021.
The movement in the Company’s Warrants are as follows:-
Number of Warrants
At At
1.1.2023 Exercised Lapsed 31.12.2023
Number of unexercised Warrants 180,000,000 - - 180,000,000
The details and salient terms of Warrants 2021/2024 are disclosed in Note 13 to the financial
statements.
7
Directors’ Report
(Cont’d)
OTHER STATUTORY INFORMATION
Before the financial statements of the Group and of the Company were made out, the Directors took
reasonable steps:-
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and
the making of provision for doubtful debts and satisfied themselves that there were no bad
debts to be written off and adequate provision had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to realise in the ordinary course of
business including their values as shown in the accounting records of the Group and of the
Company have been written down to an amount which they might expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:-
(a) which would render it necessary to write off any bad debts or the amount of the provision
for doubtful debts in the financial statements of the Group and of the Company inadequate
to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the
Group and of the Company misleading; or
(c) which have arisen which would render adherence to the existing method of valuation of
assets or liabilities of the Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or the financial statements which would render any
amount stated in the financial statements of the Group and of the Company misleading.
At the date of this report, there does not exist:-
(a) any charge on the assets of the Group or of the Company which has arisen since the end of
the financial year which secures the liability of any other person; or
(b) any contingent liability of the Group or of the Company which has arisen since the end of
the financial year.
In the opinion of the Directors:-
(a) no contingent liability or other liability has become enforceable or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in
the opinion of the Directors, will or may substantially affect the ability of the Group and of
the Company to meet its obligations as and when they fall due;
(b) the results of operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature; and
(c) there has not arisen in the interval between the end of the financial year and the date of this
report any item, transaction or event of a material and unusual nature likely to affect
substantially the results of the operations of the Group and of the Company for the current
financial year in which this report is made.
8
Directors’ Report
(Cont’d)
INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICERS

The Company maintains Directors’ and Officers’ liabilities insurance for the purpose of Section 289
of the Companies Act 2016, throughout the financial year which provides appropriate insurance
coverage for the Directors and Officers of the Company and its subsidiaries. The amount of
insurance premium paid and insurance coverage during the financial year are amounted to
RM10,610 and RM1,000,000 respectively.
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE

REPORTING PERIOD
The significant event during the financial year and subsequent to the reporting period is disclosed in
Note 32 to the financial statements.
9
Directors’ Report
(Cont’d)
AUDITORS
The Auditors, Grant Thornton Malaysia PLT have expressed their willingness to continue in office.
The amount of audit and other fees paid or payable to the external auditors and its member firm by
the Group and the Company for the financial year ended 31 December 2023 amounted to
RM245,500 and RM114,500 respectively. Further details are disclosed in Note 23 to the financial
statements.
The Group and the Company have agreed to indemnify the Auditors, Grant Thornton Malaysia PLT
to the extent permissible under the provision of the Companies Act 2016 in Malaysia. However, no
payment has been made arising from this indemnity for the financial year.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 22
April 2024.
............................................................... )
DATO’ IR. TEE CHAI SENG )
)
)
)
)
)
) DIRECTORS
)
)
)
)
............................................................... )
WONG CHOO LEONG )
10
Statement By Directors
(Incorporated in Malaysia)
STATEMENT BY DIRECTORS
In the opinion of the Directors, the (Incorporated
financial statements set out on pages 71 to 123 are drawn up
in Malaysia)
in accordance with Malaysian Financial Reporting Standards, IFRS Accounting Standards and
the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view
of the financial position of theSTATEMENT
Group and of the BYCompany
DIRECTORS
as at 31 December 2023, and of their
financial
In the opinion of the Directors, the financial statements set outthen
performance and their cash flows for the financial year on ended.
pages 71 to 123 are drawn up
in accordance with Malaysian Financial Reporting Standards, IFRS Accounting Standards and
Signed on behalf ofofthethe
the requirements Board of Directors
Companies Act in2016
accordance with a so
in Malaysia resolution of the
as to give a Directors
true and dated 22
fair view
April 2024.
of the financial position of the Group and of the Company as at 31 December 2023, and of their
financial performance and their cash flows for the financial year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 22
April 2024.
............................................................…….... ......................................................................
DATO’ IR. TEE CHAI SENG WONG CHOO LEONG
............................................................…….... ......................................................................
STATUTORY DECLARATION
DATO’ IR. TEE CHAI SENG
Statutory Declaration WONG CHOO LEONG
I, Liew Kok Yoong, being the Officer primarily responsible for the financial management of TCS
Group Holdings Berhad, do solemnly and sincerely declare that to the best of my
knowledge and belief, the financial statements DECLARATION
STATUTORY set out on pages 71 to 123 are correct and I
make this solemn declaration conscientiously believing the same to be true and by virtue of
the Statutory
I, Liew Declarations
Kok Yoong, being Act, 1960. primarily responsible for the financial management of TCS
the Officer
Group Holdings Berhad, do solemnly and sincerely declare that to the best of my
Subscribed
knowledge and
and solemnly declared
belief, the by statements
financial ) set out on pages 71 to 123 are correct and I
the abovenamed
make at Kuala
this solemn Lumpurconscientiously
declaration in ) believing the same to be true and by virtue of
the Federal
the Territory
Statutory this dayAct,
Declarations of 1960. )
22 April 2024 ) ............................................................................
Subscribed and solemnly declared by ) LIEW KOK YOONG
the abovenamed at Kuala Lumpur in ) (MIA No: 38055)
the Federal Territory this day of ) (CHARTERED ACCOUNTANT)
22 April 2024 ) ............................................................................
LIEW KOK YOONG
(MIA No: 38055)
Before me: (CHARTERED ACCOUNTANT)
Commissioner
Before me: for Oaths
11
Commissioner for Oaths
11
INDEPENDENT AUDITORS’ REPORT
66 TO THE MEMBERS OF TCS GROUP HOLDINGS BERHAD 201901004613 (1313940-W) ANNUAL REPORT 2023
Independent Auditors’ Report

To The Members of TCS GROUP HOLDINGS BERHAD
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of TCS Group Holdings Berhad, which comprise the
statements of financial position as at 31 December 2023 of the Group and of the Company, and the
statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows of the Group and of the Company for the financial year then ended, and
notes to the financial statements, including material accounting policy information, as set out on pages
71 to 123.
In our opinion, the accompanying financial statements give a true and fair view of the financial position
of the Group and of the Company as at 31 December 2023, and of their financial performance and their
cash flows for the financial year then ended in accordance with Malaysian Financial Reporting
Standards, IFRS Accounting Standards and the requirements of the Companies Act 2016 in Malaysia.
Basis for Opinion
We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further described in
the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence and Other Ethical Responsibilities
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional
Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the
International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (“IESBA Code”), and we have fulfilled
our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the Group and of the Company for current financial year. These
matters were addressed in the context of our audit of the financial statements of the Group and of the
Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
12
To The Members of TCS GROUP HOLDINGS BERHAD (Cont’d)
Key Audit Matters (cont’d)
Allowance for expected credit losses of trade receivables
The risk
Refer to Note 9 to the financial statements. We focused on this area because the Group has material
amount of trade receivables that are past due but not impaired amounting to RM20,335,284. The key
associated risk was the recoverability of billed trade receivables as management judgement is required
in determining the completeness of the allowance for expected credit losses of trade receivables and in
assessing its adequacy through considering the expected recoverability of the year-end trade receivables.
Our response
We have obtained an understanding of the Group’s controls relating to credit control and approval
process, how the Group identifies and assesses the allowance for expected credit losses of trade
receivables and how the Group makes the accounting estimates for the allowance. We have also
reviewed the ageing analysis of the trade receivables and tested the reliability thereof and assessed the
recoverability of the overdue trade receivables through examination of cash receipts subsequent to the
year end.
Revenue recognition for construction contracts
The risk
There are significant accounting judgements involved including determining the stage of completion,
the timing of revenue recognition and the calculation under the percentage of completion method made
by management in applying the Group’s revenue recognition policies to construction contracts entered
into by the Group. The nature of these judgements resulted in them being susceptible to management
bias.
Contract revenue should include the amount agreed in the initial contract, plus revenue from alterations
in the original contract work, plus claims and incentive payments that are expected to be collected and
that can be measured reliably.
Refer to Note 20 to the financial statements, total revenue from construction contracts was
RM374,481,100 which represents 100% of the Group’s revenue in this financial year.
Our response
We performed a range of audit procedures which included obtaining samples of contracts or letter of
awards, reviewing for change orders or variation orders, reviewing estimated profit and costs to
complete and enquiring of key personnel regarding adjustments for job costing and potential contract
losses.
We assessed whether the revenue and cost recognition policies are appropriate in accordance with
MFRS 15 Revenue from Contracts with Customers.
There is no key audit matter to be communicated in respect of the audit of the financial statements of the
Company.
13
68 Registration No. 201901004613 (1313940-W)
TCS GROUP HOLDINGS BERHAD 201901004613 (1313940-W) ANNUAL REPORT 2023

Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information
comprises the information included in the annual report, but does not include the financial statements of
the Group and of the Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our
responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements of the Group and of the Company or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditors’ report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Statements
The Directors of the Company are responsible for the preparation of financial statements of the Group
and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting
Standards, IFRS Accounting Standards and the requirements of the Companies Act 2016 in Malaysia.
The Directors are also responsible for such internal control as the Directors determine is necessary to
enable the preparation of financial statements of the Group and of the Company that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for
assessing the Group’s and of the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors intend either to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group
and of the Company as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with approved standards on auditing in
Malaysia and International Standards on Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
14

Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

As part of an audit in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements of the Group and
of the Company, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s and of the Company’s internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
- Conclude on the appropriateness of Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s or the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditors’ report to the related disclosures in the financial statements of the Group and of the
Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or
conditions may cause the Group or the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements of the Group and
of the Company, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial statements of the Group.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identified during our audit.
We also provided the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
15
70 Registration No. 201901004613 (1313940-W)

Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)
From the matters communicated with the Directors, we determine those matters that were of most
significance in the audit of the financial statements of the Group and of the Company for the current
financial year and are therefore the key audit matters. We describe these matters in our auditors’ report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Other Matter
This report is made solely to the members of the Company, as a body, in accordance with Section 266
of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to
any other person for the content of this report.
GRANT THORNTON MALAYSIA PLT LUI LEE PING

(201906003682 & LLP0022494-LCA) (NO: 03334/11/2025(J))
CHARTERED ACCOUNTANTS (AF 0737) CHARTERED ACCOUNTANT
Kuala Lumpur
22 April 2024
16
Statements of Financial Position
AS
STATEMENTS OF FINANCIAL AT 31 DECEMBER 2023
POSITION
AS AT 31 DECEMBER 2023
Group Company
Note 2023 2022 2023 2022
RM RM RM RM
ASSETS
Non-current assets
Property, plant and equipment 3 31,789,995 24,466,517 - -
Investment properties 4 6,070,119 6,205,199 - -
Investment in subsidiaries 5 - - 19,275,129 27,662,924
Deferred tax assets 6 - 859,000 - -
Fixed deposits with licensed
banks 7 9,905,739 6,660,417 - -
Cash and bank balances 8 264,184 2,557,983 - -
Total non-current assets 48,030,037 40,749,116 19,275,129 27,662,924
Current assets
Trade receivables 9 119,545,135 122,882,263 - -
Contract assets 10 65,231,372 37,788,511 - -
Other receivables 11 7,065,272 5,525,151 1,000 9,360
Amount due from subsidiaries 5 - - 35,757,439 21,811,367
Tax recoverable 1,468,979 1,036,042 36,663 -
Fixed deposits with licensed
banks 7 1,182,578 8,396,287 1,000,000 8,022,100
Cash and bank balances 8 3,866,549 8,181,401 196,228 260,796
Total current assets 198,359,885 183,809,655 36,991,330 30,103,623

Non-current asset classified
as held for sale 12 - 1,629,069 - -
TOTAL ASSETS 246,389,922 226,187,840 56,266,459 57,766,547
EQUITY AND
LIABILITIES
Equity
Equity attributable to
owners of the Company
Share capital 13 66,163,865 58,475,563 66,163,865 58,475,563
Merger deficit 14 (24,065,424) (24,065,424) - -
Retained earnings/
(Accumulated losses) 14,935,108 47,788,463 (10,019,981) (783,878)
57,033,549 82,198,602 56,143,884 57,691,685

Non-controlling interests 616,836 1,102,185 - -
Total equity 57,650,385 83,300,787 56,143,884 57,691,685
17

Statements Of Financial Position
As At 31 December 2023
(Cont’d) STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023 (CONT’D)
Group Company
Note 2023 2022 2023 2022
RM RM RM RM
Liabilities
Non-current liabilities
Lease liabilities 15 8,101,293 4,747,139 - -
Borrowings 16 8,167,551 9,573,772 - -
Total non-current liabilities 16,268,844 14,320,911 - -
Current liabilities
Trade payables 17 101,385,320 91,716,512 - -
Contract liabilities 10 859,871 5,005,868 - -
Other payables 18 31,827,007 2,610,923 122,575 68,525
Amount due to a Director 19 2,000,000 - - -
Lease liabilities 15 7,171,209 5,243,419 - -
Borrowings 16 29,227,286 23,983,083 - -
Tax payable - 6,337 - 6,337
Total current liabilities 172,470,693 128,566,142 122,575 74,862
Total liabilities 188,739,537 142,887,053 122,575 74,862
TOTAL EQUITY AND

LIABILITIES 246,389,922 226,187,840 56,266,459 57,766,547
The accompanying notes form an integral part of the financial statements.
18
Statements Of Profit Or Loss And (Incorporated in Malaysia)
Other
STATEMENTS Comprehensive
OF PROFIT Income
OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
For The Financial Year Ended 31 December 2023
Group Company
Note 2023 2022 2023 2022
RM RM RM RM
Revenue 20 374,481,100 261,590,810 - -
Cost of sales (391,665,598) (250,728,679) - -
Gross (loss)/profit (17,184,498) 10,862,131 - -
Other income 1,342,873 921,249 - -
Administrative expenses (12,329,520) (12,688,465) (589,251) (432,747)

Other expenses - (22,026) (7,898,180) -
Impairment loss on financial
assets (1,073,351) - (861,665) -
Loss from operations (29,244,496) (927,111) (9,349,096) (432,747)
Finance income 21 447,756 487,429 116,113 275,911
Finance costs 22 (2,948,140) (1,627,012) - -
Loss before tax 23 (31,744,880) (2,066,694) (9,232,983) (156,836)
Tax expense 24 (1,139,862) (1,329,887) (3,120) (49,252)
Loss for the financial

year/ Total comprehensive loss
for the financial year (32,884,742) (3,396,581) (9,236,103) (206,088)
Loss for the financial year/

Total comprehensive loss for
the financial year attributable
to:-
Owners of the Company (32,853,355) (3,377,960) (9,236,103) (206,088)
Non-controlling interests (31,387) (18,621) - -
(32,884,742) (3,396,581) (9,236,103) (206,088)
Loss per share attributable to

owners of the Company (sen):- 25
Basic (8.13) (0.87)
Diluted (8.13) (0.87)

19

Statements Of Changes In Equity (Incorporated in Malaysia)

STATEMENTS OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
Non-Distributable Distributable
Non-
Share Merger Retained controlling
capital deficit earnings Total interests Total equity
RM RM RM RM RM RM
Group
At 1 January 2022 58,475,563 (24,065,424) 51,166,423 85,576,562 645,153 86,221,715
Transactions with
owners:-
Acquisition of a
subsidiary - - - - 230,653 230,653
Subscription share of a
subsidiary by non-
controlling interest - - - - 245,000 245,000
Total transactions with

owners - - - - 475,653 475,653
Total comprehensive
loss for the financial
year - - (3,377,960) (3,377,960) (18,621) (3,396,581)
At 31 December 2022 58,475,563 (24,065,424) 47,788,463 82,198,602 1,102,185 83,300,787
Transactions with
owners:-
Issuance of shares (net
of share issuance
expenses) 7,688,302 - - 7,688,302 - 7,688,302
Disposal of a
subsidiary - - - - (453,962) (453,962)
Total transactions with

owners 7,688,302 - - 7,688,302 (453,962) 7,234,340
Total comprehensive
loss for the financial
year - - (32,853,355) (32,853,355) (31,387) (32,884,742)
At 31 December 2023 66,163,865 (24,065,424) 14,935,108 57,033,549 616,836 57,650,385
20
Statements Of Changes In Equity
STATEMENTS OF CHANGES IN EQUITY (Cont’d)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023 (CONT’D)
Share Accumulated Total
capital losses equity
RM RM RM
Company
At 1 January 2022 58,475,563 (577,790) 57,897,773
Total comprehensive loss for the financial year - (206,088) (206,088)
At 31 December 2022 58,475,563 (783,878) 57,691,685
Transactions of owners:-
Issuance of shares (net of share issuance expenses) 7,688,302 - 7,688,302
Total comprehensive loss for the financial year - (9,236,103) (9,236,103)
At 31 December 2023 66,163,865 (10,019,981) 56,143,884
21

Statements Of Cash Flows (Incorporated in Malaysia)
For The Financial Year Ended 31 December
STATEMENTS 2023
OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
Group Company
Note 2023 2022 2023 2022
RM RM RM RM
OPERATING ACTIVITIES
Loss before tax (31,744,880) (2,066,694) (9,232,983) (156,836)
Adjustments for:-
Bad debt written off - 7,093 - -
Depreciation of investment
properties 135,080 166,640 - -
Depreciation of property, plant and
equipment 5,368,279 5,020,388 - -
Gain on disposal of property,
plant and equipment (203,200) (9,000) - -
Gain on disposal of asset held for
sales (70,931) - - -
(Gain)/Loss on disposal of a
subsidiary (17,123) - 20,385 -
Interest expense 2,948,140 1,627,012 - -
Interest income (447,756) (487,429) (116,113) (275,911)
Impairment loss on financial assets 1,073,351 - 861,665 -
Impairment loss on investment in
subsidiaries - - 7,877,795 -
Goodwill written off - 14,933 - -
Operating (loss)/profit before

working capital changes (22,959,040) 4,272,943 (589,251) (432,747)
Changes in working capital:-

Receivables 1,055,406 (41,796,981) 8,360 58,990
Contract assets/liabilities (31,920,608) (12,211,405) - -
Payables 38,893,750 25,739,498 54,050 12,114
Cash used in operations (14,930,492) (23,995,945) (526,841) (361,643)
Interest paid (669,773) (137,558) - -

Interest received 33,054 14,753 - -
Tax paid (720,136) (3,787,594) (46,120) (88,915)
Net cash used in operating

activities (16,287,347) (27,906,344) (572,961) (450,558)
22
Statements Of Cash Flows
STATEMENTS OF CASH FLOWS (Cont’d)
Group Company
Note 2023 2022 2023 2022
RM RM RM RM
INVESTING ACTIVITIES
Acquisition of subsidiary, net of
cash acquired 5.2 - (227,598) - (255,000)
Net cash outflow from disposal of a
subsidiary 5.3 (445,697) - - -
Subscription of shares in
subsidiaries - - - (255,000)
Interest received 144,659 306,034 116,113 275,911
Proceeds from disposal of a
subsidiary - - 489,615 -
Proceeds from disposal of property,
plant and equipment 253,100 9,000 - -
Proceeds from disposal of asset held
for sales 1,700,000 - - -
Purchase of property, plant and
equipment A (1,215,657) (1,344,082) - -
Advances to subsidiaries - - (14,807,737) (14,795,361)
Net cash from/(used in) investing

activities 436,405 (1,256,646) (14,202,009) (15,029,450)
FINANCING ACTIVITIES
Drawdown of domestic bill of
exchange purchased-i 8,255,714 4,926,087 - -
(Repayment)/Drawdown of multi
currency trade financing-i (932,111) 6,829,131 - -
Drawdown of term loans 600,000 - - -
Interest paid (2,278,367) (1,489,454) - -
Interest received 270,043 166,642 - -
Withdrawal/(Placement) of sinking
fund pledged 2,293,799 (1,759,873) - -
Proceeds from issuance of share
capital, net of share issuance
expenses 7,688,302 - 7,688,302 -
Subscription of additional equity
interest in subsidiaries by non-
controlling interests - 245,000 - -
Repayment of lease liabilities (6,244,056) (6,819,568) - -
Repayment of term loans (2,153,653) (597,297) - -
(Placement)/Withdrawal of fixed
deposits pledged (3,245,322) 819,687 - -
Advance from a Director 2,000,000 - - -
Net cash from financing activities 6,254,349 2,320,355 7,688,302 -

23
Statements OfTCS GROUP HOLDINGS BERHAD

Cash Flows in Malaysia)
(Incorporated
(Cont’d) STATEMENTS OF CASH FLOWS
Group Company
Note 2023 2022 2023 2022
RM RM RM RM
CASH AND CASH

EQUIVALENTS
Net changes (9,596,593) (26,842,635) (7,086,668) (15,480,008)
Brought forward 5,078,214 31,920,849 8,282,896 23,762,904
Carried forward B (4,518,379) 5,078,214 1,196,228 8,282,896
NOTES TO THE STATEMENTS OF CASH FLOWS
A. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
Group Company
2023 2022 2023 2022
RM RM RM RM
Total additions 12,741,657 3,527,881 - -

Purchase through lease
arrangements (11,526,000) (2,183,799) - -
Cash payment 1,215,657 1,344,082 - -
B. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the statements of cash flows comprise of the following amounts:-
Group Company
2023 2022 2023 2022
RM RM RM RM
Fixed deposits with licensed banks 11,088,317 15,056,704 1,000,000 8,022,100

Cash and bank balances 4,130,733 10,739,384 196,228 260,796
Bank overdrafts (9,567,506) (11,499,474) - -
5,651,544 14,296,614 1,196,228 8,282,896

Less: Fixed deposits pledged (9,905,739) (6,660,417) - -
Less: Sinking fund pledged (264,184) (2,557,983) - -
(4,518,379) 5,078,214 1,196,228 8,282,896
24
Statements
TCS GROUP HOLDINGS Of
BERHAD Cash Flows
STATEMENTS OF CASH FLOWS (Cont’d)
NOTES TO THE STATEMENTS OF CASH FLOWS (CONT’D)
C. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
Group
1 January 31 December
2023 Additions Cash flows 2023
RM RM RM RM
Lease liabilities 9,990,558 11,526,000 (6,244,056) 15,272,502
Term loans 10,302,163 - (1,553,653) 8,748,510
Domestic bill of exchange
purchased-i 4,926,087 - 8,255,714 13,181,801
Multi currency trade financing-i 6,829,131 - (932,111) 5,897,020
Amount due to a Director - - 2,000,000 2,000,000
32,047,939 11,526,000 1,525,894 45,099,833
1 January 31 December
2022 Additions Prepayments Cash flows 2022
RM RM RM RM RM
Lease liabilities 14,783,343 2,183,799 (157,016) (6,819,568) 9,990,558
Term loans 10,899,460 - - (597,297) 10,302,163
Domestic bill of
exchange
purchased-i - - - 4,926,087 4,926,087
Multi currency trade
financing-i - - - 6,829,131 6,829,131
25,682,803 2,183,799 (157,016) 4,338,353 32,047,939

25

Notes to the Financial Statements (Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS – 31 DECEMBER 2023
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in

Malaysia and listed on the ACE Market of Bursa Malaysia Securities Berhad. The
registered office of the Company is located at B-21-1, Level 21, Tower B, Northpoint Mid
Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 1 & 3, Bangunan TCS,
Jalan SP 1/1, Bandar Saujana Putra, 42610 Jenjarom, Selangor Darul Ehsan.
The Company principally engaged in investment holding and provision of management

services to its subsidiaries.
The principal activities of the subsidiaries are indicated in Note 5 to the financial
statements.
There have been no significant changes in the nature of these principal activities of the
Company and its subsidiaries during the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance
with a resolution of the Directors on 22 April 2024.
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
2.1 Statement of compliance
The financial statements of the Group and the Company have been prepared in accordance
with Malaysian Financial Reporting Standards (“MFRSs”), IFRS Accounting Standards
(“IFRSs”) and the requirements of the Companies Act 2016 in Malaysia.
2.2 Basis of measurement
The financial statements of the Group and the Company are prepared under the historical
cost convention, unless otherwise indicated in the summary of material accounting
policies.
Historical cost is generally based on the fair value of the consideration given in exchange
for goods and services.
26
Notes to the Financial Statements

Registration No. 201901004613 (1313940-W) (Cont’d)
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONT’D)
2.3 Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (“RM”), which is the
Company’s functional currency and all values are rounded to the nearest RM except
otherwise stated.
2.4 MFRSs
2.4.1 Adoption of new standards and amendments to MFRSs
At the beginning of the current financial year, the Group and the Company adopted new
standards and amendments to MFRSs which are mandatory for the current financial year.
Initial application of the new standards and amendments to the standards did not have a
material impact to the financial statements except for:-
Amendments to MFRS 101 - Presentation of financial statements: Disclosure of

accounting policies
The amendments change the requirements in MFRS 101 with regard to disclosure of
accounting policies. The amendments replace all instances of the term ‘significant’ with
‘material’. Accounting policy information is material if, when considered together with
other information included in an entity’s financial statements, it can reasonably be
expected to influence decisions that the primary users of general-purpose financial
statements make on the basis of those financial statements.
The supporting paragraphs in MFRS 101 are also amended to clarify that accounting
policy information that relates to immaterial transactions, other events or conditions is
immaterial and need not be disclosed. Accounting policy information may be material
because of the nature of the related transactions, other events or conditions, even if the
amounts are immaterial. However, not all accounting policy information relating to
material transactions, other events or conditions is itself material. The Malaysian
Accounting Standards Board has also developed guidance and examples the explain and
demonstrate the application of the ‘four step materiality process’ described in MFRS
Practice Statement 2.
The amendments have had an impact on the Group’s disclosures of accounting policies but
not on the measurement, recognition on presentation of any items in the Group’s financial
statements.
27

(Cont’d)
2.4 MFRSs (cont’d)
2.4.2 Standards issued but not yet effective
The amended standards that are issued, but not yet effective, up to the date of issuance of
the Group’s and the Company’s financial statements are disclosed below. The Group and
the Company intend to adopt these amended standards, if applicable, when they become
effective.
Amendments to MFRSs effective for financial period beginning on or after 1 January

2024:-
Amendments to MFRS 16 Leases: Lease liability in a sale and leaseback
Amendments to MFRS 101 Presentation of financial statements: Non-current liabilities
with covenants
Amendments to MFRS 101 Presentation of financial statements: Classification of
liabilities as current or non-current
Amendments to MFRS 7* and Financial instruments – disclosures and statement of cash
MFRS 107* flows: Supplier finance arrangements
Amendments to MFRSs effective for financial period beginning on or after 1 January

2025:-
Amendments to MFRS 121* The effect of changes in foreign exchange rates: Lack of
exchangeability
Amendments to MFRSs - effective date deferred indefinitely:-

Amendments to MFRS 10 Consolidated financial statements and investments in
and MFRS 128* associates and joint ventures - Sale or contribution of
assets between an investor and its associate or joint
venture
* Not applicable to the Group’s and Company’s operations.
The initial application of the above amendments are not expected to have any financial
impact to the financial statements of the Group and the Company.
2.5 Significant accounting estimates and judgements
Estimates, assumptions concerning the future and judgements are made in the preparation
of the financial statements. They affect the application of the Group’s and the Company’s
accounting policies and reported amounts of assets, liabilities, income and expenses, and
disclosures made. Estimates and underlying assumptions are assessed on an on-going basis
and are based on experience and relevant factors, including expectations of future events
that are believed to be reasonable under the circumstances. The actual results may differ
from the judgements, estimates and assumptions made by management, and will seldom
equal the estimated results.
28

2.5 Significant accounting estimates and judgements (cont’d)
2.5.1 Key sources of estimation uncertainty
Information about significant estimates and assumptions that have the most significant
effect on recognition and measurement of assets, liabilities, income and expenses are
discussed below.
Useful lives of depreciable assets
Management estimates the useful lives of the depreciable assets and to be within 3 to 50
years and reviews the useful lives of depreciable assets at end of each reporting date. The
management assesses that the useful lives represent the expected utility of the assets to the
Group. Actual results, however, may vary due to change in the expected level of usage and
technological developments, which may result in an adjustment to the Group’s assets.
Construction contracts
The Group recognises contract revenue based on stage of completion method. The stage of
completion is measured by reference to the contract costs incurred up to reporting date as a
percentage of total estimated cost for each contract. Significant judgement is required in
determining the stage of completion, the extent of the contract costs incurred, the estimated
total contract costs, the profitability of the contracts, including the foreseeable losses,
potential claims (variation orders) to owners of the projects and counter claims from
subcontractor and liquidated ascertained damages (“LAD”) based on expected completion
dates of the contracts.
In making this judgement, the Directors took into consideration the current circumstances
and replied on input from the Group’s project managers, external consultants, where
appropriate and past experience. In addition, in determining the provision for LAD to be
recorded, the Directors also assessed the ability of the Group to recover from the
subcontractors, the potential LAD imposed on the Group by the project owners for delays
in projects caused directly by the subcontractor.
Provision for expected credit losses (“ECLs”) of trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables and contract
assets. The provision rates are based on days past due for groupings of various customer
segments that have similar loss patterns (i.e., by geography, product type, customer type
and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The
Group will calibrate the matrix to adjust the historical credit loss experience with forward-
looking information. At every reporting date, the historical observed default rates are
updated and changes in the forward-looking estimates are analysed.
29

(Cont’d)
2.5.1 Key sources of estimation uncertainty (cont’d)
Provision for expected credit losses (“ECLs”) of trade receivables and contract assets
(cont’d)
The assessment of the correlation between historical observed default rates, forecast
economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive
to changes in circumstances and of forecast economic conditions. The Group’s historical
credit loss experience and forecast of economic conditions may also not be representative
of customer’s actual default in the future.
Impairment of non-financial assets
An impairment loss is recognised for the amount by which the asset's or cash-generating
unit's carrying amount exceeds its recoverable amount. To determine the recoverable
amount, management estimates expected future cash flows from each cash-generating unit
and determines a suitable interest rate in order to calculate the present value of those cash
flows. In the process of measuring expected future cash flows, management make
assumptions about future operating results. The actual results may vary, and may cause
significant adjustments to the Group’s assets within the next financial year.
In most cases, determining the applicable discount rate involves estimating the appropriate
adjustment to market risk and the appropriate adjustment to asset-specific risk factors.
Income taxes
Significant judgement is involved in determining the Group’s and the Company’s

provision for income taxes. There are certain transactions and computations for which the
ultimate tax determination is uncertain during the ordinary course of business. The Group
and the Company recognised tax liabilities based on estimates of whether additional taxes
will be due. Where the final tax outcome of these matters is different from the amounts that
were initially recognised, such difference will impact the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets
Deferred tax assets are recognised for all deductible temporary differences, unutilised tax
losses, unabsorbed capital allowances and unused tax credits to the extent that it is
probable that taxable profit will be available against which all the deductible temporary
differences, unutilised tax losses and unabsorbed capital allowances can be utilised.
Significant management judgement is required to determine the amount of deferred tax
assets that can be recognised, based upon the likely timing and level of future taxable
profits together with future tax planning strategies.
30

2.5.1 Key sources of estimation uncertainty (cont’d)
Deferred tax assets (cont’d)
Assumptions about generation of future taxable profits depend on management’s estimates

of future cash flows. These depend on estimates of contract costs, profitability, operating
costs, capital expenditure, dividends and other capital management transactions.
Judgement is also required about application of income tax legislation. These judgements
and assumptions are subject to risks and uncertainty, hence there is a possibility that
changes in circumstances will alter expectations, which may impact the amount of deferred
tax assets recognised in the statements of financial position and the amount of
unrecognised tax losses and unrecognised temporary differences.
2.5.2 Significant management judgement
The following is significant management judgement in applying the accounting policies of

the Group that has the most significant effect on the financial statements:-
Deferred tax assets
The assessment of the probability of future taxable income in which deferred tax assets can
be utilised is based on the Group’s latest approved budget forecast, which is adjusted for
significant non-taxable income and expenses and specific limits to the use of any unused
tax loss or credit. The tax rules in which the Group operates are also carefully taken into
consideration. If a positive forecast of taxable income indicates the probable use of a
deferred tax asset, especially when it can be utilised without a time limit, that deferred tax
asset is usually recognised in full. The recognition of deferred tax assets that are subject to
certain legal or economic limits or uncertainties is assessed individually by management
based on the specific facts and circumstances.
31
86

3. PROPERTY, PLANT AND EQUIPMENT

Leasehold
land and Leasehold Freehold Tools and Construction Motor Office Furniture and Renovation Solar
Group building shoplots shoplots Machinery equipment equipment vehicles equipment fittings and cabin PV Total
RM RM RM RM RM RM RM RM RM RM RM RM
Cost
At 1 January 2022 770,000 2,955,636 3,365,577 4,242,157 1,779,988 31,275,721 6,004,823 1,534,671 284,046 962,041 - 53,174,660
Additions - - - 131,161 58,148 2,754,085 - 115,925 9,850 458,712 - 3,527,881
Disposals - - - - - - (58,974) - - - - (58,974)
Transfer to investment
properties - (2,955,636) (1,682,345) - - - - - - - - (4,637,981)
At 31 December 2022 770,000 - 1,683,232 4,373,318 1,838,136 34,029,806 5,945,849 1,650,596 293,896 1,420,753 - 52,005,586
Additions - - - - 30,550 12,551,659 - 33,098 10,350 - 116,000 12,741,657
Disposals - - - (33,333) - (59,880) (1,521,053) - - - - (1,614,266)
At 31 December 2023 770,000 - 1,683,232 4,339,985 1,868,686 46,521,585 4,424,796 1,683,694 304,246 1,420,753 116,000 63,132,977
Accumulated depreciation
At 1 January 2022 46,200 179,335 50,484 1,315,216 662,753 14,421,774 4,821,333 803,920 134,121 347,090 - 22,782,226
Charge for the financial year 15,400 - 33,665 429,905 162,792 3,582,545 465,340 201,399 25,189 104,153 - 5,020,388
Disposals - - - - - - (58,974) - - - - (58,974)
Transfer to investment
properties - (179,335) (25,236) - - - - - - - - (204,571)
At 31 December 2022 61,600 - 58,913 1,745,121 825,545 18,004,319 5,227,699 1,005,319 159,310 451,243 - 27,539,069
Charge for the financial year 15,400 - 33,665 426,497 166,493 4,012,153 355,698 198,816 22,636 136,438 483 5,368,279
Disposals - - - (9,722) - (59,880) (1,494,764) - - - - (1,564,366)
At 31 December 2023 77,000 - 92,578 2,161,896 992,038 21,956,592 4,088,633 1,204,135 181,946 587,681 483 31,342,982
Net carrying amount

At 31 December 2023 693,000 - 1,590,654 2,178,089 876,648 24,564,993 336,163 479,559 122,300 833,072 115,517 31,789,995
At 31 December 2022 708,400 - 1,624,319 2,628,197 1,012,591 16,025,487 718,150 645,277 134,586 969,510 - 24,466,517
32

3. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Included in the net carrying amount of property, plant and equipment are right-of-use
assets are as follows:-
Group
2023 2022
RM RM
Leasehold land and building 693,000 708,400

Construction equipment 22,892,799 14,241,855
Motor vehicles 325,077 664,882
23,910,876 15,615,137
The above construction equipment and motor vehicles classified under right-of-use assets
are pledged as securities for the related lease liabilities.
Additions to the right-of-use assets of the Group during the financial year amounted to
RM12,220,922 (2022: RM2,435,324).
The amounts recognised in profit or loss which related to right-of-use assets are as
follows:-
Group
2023 2022
RM RM
Gain on disposal of right-of-use assets (35,378) -

Depreciation of right-of-use assets 3,904,578 3,139,503
Interest expenses on lease liabilities 636,255 720,049
4,505,455 3,859,552
The leasehold land and building, freehold and leasehold shoplots are pledged as securities
for banking facilities granted to the Group as disclosed in Note 16 to the financial
statements.
The cost and the net carrying amount of the leasehold land are not segregated from the
building as required details are not available.
Material accounting policy information
(a) Recognition and measurement
Property, plant and equipment are stated at cost less accumulated depreciation and
any impairment losses. The cost of an item of property, plant and equipment is
recognised as an asset if, an only if, it is probable that future economic benefit
associated with the item will flow to the Group and the cost of the item can be
measured reliably.
33

(Cont’d)
3. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Property, plant and equipment (cont’d)
Material accounting policy information (cont’d)
(b) Depreciation
Depreciation of property, plant and equipment is computed on the straight-line
method based on the estimated useful lives of the various assets. The annual rates of
depreciation based on the estimated useful lives of the various classes of depreciable
assets are as follows:-
Leasehold land and building Amortised over 50 years
Leasehold and freehold shoplots 2%
Machinery 10%
Tools and equipment 10%
Construction equipment 10% - 33%
Motor vehicles 20%
Office equipment 10% - 20%
Furniture and fittings 10%
Renovation and cabin 10%
Solar PV 5%
4. INVESTMENT PROPERTIES
Leasehold Freehold
Group shoplots shoplot Total
RM RM RM
Cost
At 1 January 2022 3,798,373 - 3,798,373
Transfer from property, plant and
equipment 2,955,636 1,682,345 4,637,981
Transfer to asset held for sale - (1,682,345) (1,682,345)
At 31 December 2022/
31 December 2023 6,754,009 - 6,754,009
Accumulated depreciation
At 1 January 2022 230,875 - 230,875
Transfer from property, plant and
equipment 179,335 25,236 204,571
Transfer to asset held for sale - (53,276) (53,276)
Charge for the financial year 138,600 28,040 166,640
At 31 December 2022 548,810 - 548,810

Charge for the financial year 135,080 - 135,080
At 31 December 2023 683,890 - 683,890
34

4. INVESTMENT PROPERTIES (CONT’D)
Leasehold Freehold
shoplots shoplot Total
Group (cont’d) RM RM RM
Net carrying amount

At 31 December 2023 6,070,119 - 6,070,119
At 31 December 2022 6,205,199 - 6,205,199
The Group’s leasehold shoplots meet the definition of right-of-use assets but are not
required to be reclassified to right-of-use assets.
The fair value of the investment properties are RM6,996,000 (2022: RM7,026,000). Fair
value estimated by the Directors by reference to the published selling prices for the
properties in vicinity locations. The investment properties are classified as Level 3 in the fair
value hierarchy.
The leasehold shoplots are pledged as securities for banking facilities granted to the Group
as disclosed in Note 16 to the financial statements.
Group
2023 2022
RM RM
(Income)/Expenses recognised in profit or loss:

Rental income (214,500) (209,000)
Direct operating expenses:
- Income generating investment properties 9,885 3,664
The investment properties are leased to tenants under operating leases with rental
receivables monthly.
The maturity analysis of the total undiscounted lease payments to be received after the
reporting date:-
Group
2023 2022
RM RM
Less than 1 year 163,000 155,000

Between 1 and 2 years 12,000 91,000
175,000 246,000
35

(Cont’d)
4. INVESTMENT PROPERTIES (CONT’D)
(a) Recognition and measurement
Investment properties are treated as long-term investment and are measured at cost,
including transaction costs less any accumulated depreciation and impairment losses.
The carrying amount includes the cost of replacing part of an existing investment
property at the time that cost is incurred if the recognition criteria are met and
excludes the costs of day-to-day servicing of an investment property.
(b) Depreciation
The principal annual depreciation rate used are as follows:-
Leasehold and freehold shoplots 2%
5. INVESTMENT IN SUBSIDIARIES
5.1 Investment in subsidiaries
Company
2023 2022
RM RM
Unquoted shares, at cost 27,152,924 27,662,924

Less: Accumulated impairment losses (7,877,795) -
19,275,129 27,662,924
The movement of accumulated impairment losses during the financial year is as follow:-
Company
2023 2022
RM RM
At 1 January - -
Impairment loss during the financial year 7,877,795 -
At 31 December 7,877,795 -
The Company assesses whether these is any indicator of impairment at the reporting date.
If any such indication exists, the management of the Company assesses the recoverable
amount of the investment in subsidiaries and an impairment loss is recognised when the
recoverable amount of the investment in subsidiaries is less than their carrying amount.
36

5. INVESTMENT IN SUBSIDIARIES (CONT’D)
5.1 Investment in subsidiaries (cont’d)
The recoverable amount of the investments in subsidiaries are assessed by reference to the
fair value less cost to sell of the respective subsidiaries.
The entire impairment loss on non-financial assets is included in other expenses of

statement of profit or loss and other comprehensive income of the Company during the
financial year due to the decline of their recoverable amount.
Details of the Level 3 fair value method used in obtaining the recoverable amounts are as
follows:-
Relationship of
Significant unobservable unobservable inputs
Valuation method and key inputs inputs and fair values
Adjusted net asset method which Fair value of individual The higher the net
derives the fair value of an assets and liabilities assets, the higher the
investee’s equity instruments by fair value
reference to the fair value of its
assets and liabilities
5.2 Acquisition of subsidiary
2022
On 9 September 2022, the Company acquired 51% equity interest of Quest Energy Sdn.
Bhd. comprising 255,000 fully paid-up ordinary shares for a total cash consideration of
RM255,000.
The following summarises the major classes of consideration transferred, and the
recognised amounts of asset acquired and liabilities assumed at the acquisition date:-
RM
Fair value of identifiable assets acquired and liabilities assumed

Other receivables 450,871
Cash and bank balances 27,402
Other payables (7,553)
Total identifiable net assets 470,720
Net cash outflows arising from acquisition of a subsidiary

Fair value of consideration 255,000
Less: Cash and cash equivalents acquired (27,402)
Net cash outflows from acquisition (227,598)
37

(Cont’d)

5.2 Acquisition of subsidiary (cont’d)
2022 (cont’d)
The following summarises the major classes of consideration transferred, and the
recognised amounts of asset acquired and liabilities assumed at the acquisition date
(cont’d):-
RM
Goodwill arising from business combination

Fair value of consideration transferred 255,000
Non-controlling interest, based on their proportionate interest in the
recognised amount of the assets and liabilities of the acquiree 230,653
Fair value of identifiable net assets (470,720)
Goodwill 14,933
Less: Written off during the financial year (14,933)
Impact of the acquisition on the consolidation statement of profit or loss and other
comprehensive income
From the date of acquisition, the acquired subsidiary has contributed a loss of RM10,691 to
the Group’s loss for the financial year. If the combination had taken place at the beginning
of the financial year, the Group’s loss for the financial year would have been
RM3,399,898.
5.3 Disposal of subsidiary
On 26 July 2023, the Company entered into a Share Sale Agreement to dispose its 510,000
ordinary shares of Quest Energy Sdn. Bhd. (“QESB”), representing 51% of the issued and
paid-up share capital of QESB for a total cash consideration of RM489,615.
The effect of the disposal of QESB on the financial position of the Group as at the date of
disposal was as follows:-
RM
Cash and bank balance 935,312

Non-controlling interest (453,962)
Other payables (8,858)
Net assets disposed 472,492

Gain on disposal of a subsidiary 17,123
Proceeds from disposal 489,615

Less: Cash and cash equivalents disposed (935,312)
Net cash outflows from disposal (445,697)

38

5.4 Additional shares subscribed in the subsidiary
On 15 November 2022, the Company subscribed for an additional 255,000 newly allotted
and issued ordinary shares of Quest Energy Sdn. Bhd. at RM1 each, for a total cash
consideration of RM255,000. The existing percentage of equity interests remain unchanged.
5.5 Details of subsidiaries
Principal place of
business/Country Effective equity Principal
Name of Company of incorporation interest activities
2023 2022
% %
Direct interest
TCS Construction Sdn. Bhd. Malaysia 100 100 #
TCS Amona Consortium Sdn. Bhd. Malaysia 60 60 ^*
TCS SS Precast Construction Sdn. Malaysia 65 65 ^*

Bhd.
Quest Energy Sdn. Bhd. Malaysia - 51 @**
Indirect interest
TCS Infra Sdn. Bhd. Malaysia 100 100 ^
# Provision of construction services for buildings infrastructure, civil and structural

works and other transportation activities.
^ Provision of construction services for buildings, infrastructure, civil and structural

works.
@ Provision of operation and maintenance services for solar photovoltaics systems.
* The Company has not commenced its business operation.
** The Company has been disposed off during the financial year.
5.6 Non-controlling interests
The non-controlling interests are not material to the Group. Therefore, the summarised
financial information is not presented.
39

(Cont’d)

5.7 Amount due from subsidiaries
Company
2023 2022
RM RM
Non-trade in nature 36,619,104 21,811,367

Less: Allowance for ECLs (861,665) -
35,757,439 21,811,367
The movement in the allowance for ECLs is as follows:-

2023 2022
RM RM
Addition/Carried forward 861,665 -
The amount due from subsidiaries are non-trade in nature, unsecured, bear no interest and
are repayable on demand.
Investment in subsidiaries are measured in the Company’s statement of financial position
at cost less any impairment losses.
6. DEFERRED TAX ASSETS

The movement of deferred tax assets during the financial year are as follows:-
Group
2023 2022
RM RM
At 1 January 859,000 628,000

Recognised in profit or loss (859,000) 231,000
At 31 December - 859,000
The components of recognised deferred tax assets are made up of temporary differences
arising from:-
Group
2023 2022
RM RM
Property, plant and equipment (408,423) (116,000)

Unutilised capital allowances 408,423 961,000
Allowance for ECLs - 14,000
- 859,000
40

6. DEFERRED TAX ASSETS (CONT’D)
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in the financial statements as follows (stated at
gross):-
Group
2023 2022
RM RM
Property, plant and equipment 560,000 951,000

Allowance for ECLs 272,000 -
Unutilised capital allowances 5,217,000 236,000
Unabsorbed business losses 28,097,000 -
34,146,000 1,187,000
The unutilised capital allowances do not expire under current tax legislation.
Unabsorbed business losses for which no deferred tax assets were recognised expire as
follows:-
Group
2023 2022
RM RM
Year of assessment 2033 28,097,000 -
Deferred tax assets have not been recognised in respect of these items due to uncertainty of
future taxable income of the subsidiaries and the Company.
7. FIXED DEPOSITS WITH LICENSED BANKS
Group Company
2023 2022 2023 2022
RM RM RM RM
Non-current 9,905,739 6,660,417 - -

Current 1,182,578 8,396,287 1,000,000 8,022,100
11,088,317 15,056,704 1,000,000 8,022,100
Group
The fixed deposits with licensed banks amounting to RM9,905,739 (2022: RM6,660,417) are
pledged as securities for banking facilities granted to the Group, and hence, are not available
for general use.
41

(Cont’d)
7. FIXED DEPOSITS WITH LICENSED BANKS (CONT’D)
Group (cont’d)
The effective interest rates on fixed deposits with licensed banks are ranging from 1.45% to
3.50% (2022: 1.45% to 2.85%) per annum.
Company
The effective interest rates on fixed deposits with licensed banks are ranging from 2.45% to
2.75% (2022: 1.62% to 2.50%) per annum.
8. CASH AND BANK BALANCES
Group Company
2023 2022 2023 2022
RM RM RM RM
Non-current 264,184 2,557,983 - -

Current 3,866,549 8,181,401 196,228 260,796
4,130,733 10,739,384 196,228 260,796
Group
The sinking fund amounting to RM264,184 (2022: RM2,557,983) included in cash and bank
balances are pledged as securities for banking facilities granted to the Group.
9. TRADE RECEIVABLES
Group
2023 2022
RM RM
Trade receivables 67,029,455 81,170,272

Retention sum 57,694,437 46,149,147
124,723,892 127,319,419
Less: Allowance for ECLs (5,178,757) (4,437,156)
119,545,135 122,882,263
The Group’s credit period granted to customers is ranging from 30 days to 60 days (2022: 30
days to 60 days). They are recognised at their original invoice amounts which represent their
fair values on initial recognition.
42

9. TRADE RECEIVABLES (CONT’D)
The following table provides information about the exposure to credit risk and ECLs for trade
receivables as at financial year ended which are grouped together as they are expected to have
similar risk nature.
Gross carrying Allowance

amount for ECLs Net balance
RM RM RM
Group
2023
Current (not past due) 99,213,549 (3,698) 99,209,851
1- 30 days past due 11,013,287 (3,063) 11,010,224
31- 60 days past due 9,002,886 (2,601) 9,000,285
61-90 days past due 24,005 - 24,005
Past due more than 120 days 5,470,165 (5,169,395) 300,770
124,723,892 (5,178,757) 119,545,135

2022
Current (not past due) 79,343,360 (3,698) 79,339,662
1- 30 days past due 16,252,739 (3,063) 16,249,676
31- 60 days past due 14,734,232 (2,601) 14,731,631
61-90 days past due 9,713,321 - 9,713,321
91-120 days past due 900,239 - 900,239
Past due more than 120 days 6,375,528 (4,427,794) 1,947,734
127,319,419 (4,437,156) 122,882,263
The movements in the allowance for ECLs in respect of trade receivables and retention sum
for the Group during the year are as follows:-
Individually
Lifetime ECLs impaired Total
RM RM RM
Group
At 1 January 2022/31 December 2022 58,159 4,378,997 4,437,156
Addition 741,601 - 741,601
At 31 December 2023 799,760 4,378,997 5,178,757
43

(Cont’d)
9. TRADE RECEIVABLES (CONT’D)
The retention sums (net of allowance for ECLs) are unsecured, interest-free and expected to
be collected as follows:-
Group
2023 2022
RM RM
Within 1 year 9,536,905 16,891,786

More than 1 year 43,280,621 25,122,051
52,817,526 42,013,837
10. CONTRACT ASSETS/(LIABILITIES)
Group
2023 2022
RM RM
Contract assets 65,564,914 37,790,303

Less: Allowance for ECLs (333,542) (1,792)
65,231,372 37,788,511
Contract liabilities (859,871) (5,005,868)
64,371,501 32,782,643
The movements in the allowance for ECLs in respect of contract assets for the Group during
the year are as follows:-
Individually
Lifetime ECLs impaired Total
RM RM RM
Group
At 1 January 2022/31 December 2022 1,792 - 1,792
Addition - 331,750 331,750
At 31 December 2023 1,792 331,750 333,542
The contract assets primarily relate to the Group’s rights to consideration for work completed
on construction contracts but not yet billed at the reporting date. Typically, the amount will be
billed once the subcontractors’ works have been inspected by client’s quantity surveyor and
payment is expected within 30 to 60 days.
The significant increase in contract assets in 2023 is the result of the increase in on-going
construction progress at the end of the year.
44

10. CONTRACT ASSETS/(LIABILITIES) (CONT’D)
The contract liabilities consists of advance billings in excess of revenue recognised over time
during the construction period. The decrease in contract liabilities due to decrease in billings
issued in excess of revenue recognised. The contract liabilities were expected to be
recognised as revenue over a period of 90 days.
The movement of contract liabilities during the financial year are as follows:-
Group
2023 2022
RM RM
Brought forward (5,005,868) -

Arising during the financial year (859,871) (5,005,868)
Revenue recognised during the financial year 5,005,868 -
(859,871) (5,005,868)
11. OTHER RECEIVABLES
Group Company
2023 2022 2023 2022
RM RM RM RM
Non-trade receivables 2,058,441 257,219 - -

Deposits 4,874,611 5,140,088 1,000 1,000
Prepayments 128,649 124,273 - 8,360
GST recoverable 3,571 3,571 - -
7,065,272 5,525,151 1,000 9,360
Group
In prior financial year, included in non-trade receivables is an amount of RM27,000,

RM16,000 and RM3,000 due from individuals connected to a Director, a Director of a
subsidiary and a shareholder of a subsidiary respectively. The said amounts are unsecured,
bear no interest and are repayable on demand.
Included in deposits are refundable keyman insurance premium paid in respect of the life
policy of a Director amounting to RM2,279,327 (2022: RM1,679,327), pledged as securities
for banking facilities granted to the Group.
45

(Cont’d) No. 201901004613 (1313940-W)
Registration
12. NON-CURRENT ASSET CLASSIFIED AS HELD FOR SALE
Freehold
Group shoplot
RM
At 1 January 2022 -
Transfer from investment property 1,629,069
At 31 December 2022 1,629,069

Disposal (1,629,069)
At 31 December 2023 -
In prior financial year, the above freehold shoplot has been pledged as securities for banking
facilities granted to the Group as disclosed in Note 16 to the financial statements.
On 9 November 2022, the Group has entered into a sale and purchase agreement with a third
party to dispose its freehold shoplot for a cash consideration of RM1,700,000, subject to terms
and conditions stipulated in the said agreement.
The transaction has completed during the financial year.
13. SHARE CAPITAL
Number of Number of
ordinary ordinary
shares Amount shares Amount
2023 2023 2022 2022
unit RM unit RM
Group and Company
Issued and fully paid

with no par value
At 1 January 390,000,000 58,475,563 390,000,000 58,475,563
Issuance of shares 39,000,000 7,784,200 - -
Share issuance expenses - (95,898) - -
At 31 December 429,000,000 66,163,865 390,000,000 58,475,563
On 15 August 2023 and 30 August 2023, the Company issued 20,000,000 and 19,000,000
new ordinary shares at an issue price of RM0.1994 and RM0.1998 per ordinary share for a
total cash consideration of RM3,988,000 and RM3,796,200 for pursuant to its private
placement exercise.
The new ordinary shares issued during the financial year rank pari passu in all respects with
the existing ordinary shares of the Company.
46

13. SHARE CAPITAL (CONT’D)
The holders of ordinary shares are entitled to receive dividends as and when declared by the
Company. All ordinary shares carry one vote per share without restrictions and rank equally
with regard to the Company’s residual assets.
Warrants 2021/2024
On 25 February 2021, the Company executed a deed pool (“Deed Poll”) pertaining to the
180,000,000 free Warrants issued on the basis of 1 free Warrant for every 2 existing Ordinary
Shares held on 11 March 2021.
The Warrants 2021/2024 were listed on the ACE Market of Bursa Malaysia Securities
Berhad.
The salient terms of the Warrants 2021/2024 are as follow:
(i) Each Warrant will entitle the registered holder to subscribe for 1 new ordinary share in
the Company at an exercise price at RM0.38 each subject to adjustment in accordance
with the conditions stipulated in the Deed Poll;
(ii) The Warrants may be exercised any time within 3 years beginning on the date of
issuance on 16 March 2021. Warrants not exercised within the exercise period will
therefore lapse and cease to be valid;
(iii) The exercise price is RM0.38 per Warrant. The exercise price and the number of
outstanding Warrants shall be subject to adjustments that may be required during the
exercise period by the Company, in accordance with the terms and provisions of the
Deed Poll;
(iv) The new shares to be issued pursuant to the exercise of the Warrants shall, upon
allotment and issue, rank pari passu in all respect with the exiting ordinary shares of
the Company in issue except that they will not be entitled to any dividend, rights,
allotment or other distributions, the entitlement date of which is before the allotment
and issuance of the new shares; and
(v) The persons to whom the Warrants have been granted have no rights to participate in
any distribution and/on offer of further securities in the Company unless otherwise
resolved by the Company in a general meeting.
47

(Cont’d)
14. MERGER DEFICIT
The merger deficit arose as and when the combination took place, it comprises the difference
between the cost of merger and the nominal value of shares acquired in TCS Construction
Sdn. Bhd. and TCS Infra Sdn. Bhd..
15. LEASE LIABILITIES
Lease liabilities included in the statements of financial position are as follows:-
Group
2023 2022
RM RM
Current 7,171,209 5,243,419

Non-current 8,101,293 4,747,139
15,272,502 9,990,558
The Group’s future minimum lease payments as at year end are as follows:-
Group
2023 2022
RM RM
Within 1 year 7,869,995 5,688,941

After 1 year but not later than 5 years 8,352,836 4,769,108
More than 5 years 216,182 243,134
16,439,013 10,701,183
The lease liabilities are secured by the underlying assets. Lease liabilities of RM412,014 and
RM13,268,730 (2022: RM1,178,035 and RM5,735,792) are secured against the personal
guarantee by a Director and corporate guarantee by the Company respectively.
The expenses relating to payments not included in the measurement of lease liabilities is as
follows:-
Group
2023 2022
RM RM
Low-value assets 2,592 8,311

Short-term leases 11,228,117 9,674,925
The total cash outflow for leases amounted to RM18,111,020 (2022: RM17,222,853).
The lease liabilities bear interest rates ranging from 3.30% to 9.11% (2022: 3.30% to 9.11%)
per annum.
48

15. LEASE LIABILITIES (CONT’D)
Recognition exemption
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term
leases that have a lease term of 12 months or loss and leases of low-value assets. The Group
recognises the lease payments associated with these leases as an expense a straight-line basis
over the lease term.
16. BORROWINGS
Group
2023 2022
RM RM
Current
Secured:-
Bank overdrafts 7,240,947 9,226,563
Term loans 580,959 728,391
Multi currency trade financing-i 5,897,020 6,829,131
Domestic bill of exchange purchased-i 13,181,801 4,926,087
26,900,727 21,710,172
Unsecured:-
Bank overdraft 2,326,559 2,272,911
29,227,286 23,983,083
Non-current
Secured:-
Term loans 8,167,551 9,573,772
37,394,837 33,556,855
Analysed as:
- Within 1 year 29,227,286 23,983,083
- Between 1 to 5 years 2,259,298 2,105,249
- More than 5 years 5,908,253 7,468,523
37,394,837 33,556,855
49

(Cont’d)
16. BORROWINGS (CONT’D)
The borrowings are secured in the following manner:-

(i) Charge and deeds of assignment over the leasehold land and building and freehold and
leasehold shoplots of the Group as disclosed in Notes 3, 4 and 12 to the financial
statements;
(ii) Deed of assignment of contract proceeds;
(iii) Pledged of fixed deposits with licensed banks of the Group as disclosed in Note 7 to
the financial statements;
(iv) Pledged of sinking fund of the Group as disclosed in Note 8 to the financial
statements;
(v) Pledged of fixed deposit of a Director of the Company;
(vi) Jointly and several guarantees by a Director of the Company, a former Director and
corporate guarantee by the Company; and
(vii) Absolute assignment of life policy of a Director.
The unsecured borrowing is guaranteed by the Company.
The interest of term loans are charged at rates ranging from 3.80% to 7.69% (2022: 3.15% to
6.83%) per annum.
The interest of bank overdrafts are charged at rates ranging from 6.57% to 8.10% (2022:
5.85% to 7.85%) per annum.
The interest of multi currency trade financing-i are charged at rates ranging from 7.35% to
7.60% (2022: 6.85% to 7.35%) per annum.
The interest of domestic bill of exchange purchased-i are charged at rates ranging from
7.35% to 7.60% (2022: 6.35% to 7.35%) per annum.
The repayment term of term loans is by monthly basis.
50

17. TRADE PAYABLES
Group
2023 2022
RM RM
Trade payables 71,858,470 67,801,128

Retention sum 29,526,850 23,915,384
101,385,320 91,716,512
The average credit term granted to the Group by suppliers are ranging from cash term to 90
days (2022: cash term to 90 days).
The retention sums are unsecured, interest-free and expected to be paid as follows:-
Group
2023 2022
RM RM
Within 1 year 14,438,248 14,310,662

More than 1 year 15,088,602 9,604,722
29,526,850 23,915,384
18. OTHER PAYABLES
Group Company
2023 2022 2023 2022
RM RM RM RM
Non-trade payables 985,537 650,947 94,575 35,525

Deposit received - 170,000 - -
Accruals 30,841,470 1,789,976 28,000 33,000
31,827,007 2,610,923 122,575 68,525
19. AMOUNT DUE TO A DIRECTOR
The amount due to a Director is non-trade in nature, unsecured, subject to interest at 3%

(2022: Nil) per annum and is repayable on demand.
51

(Cont’d)
20. REVENUE
Disaggregated revenue information
Group
2023 2022
RM RM
Types of revenue
- Construction 374,481,100 261,590,810
Timing and recognition

- Over time 374,481,100 261,590,810
Performance Obligations
Information about the Group’s performance obligations are summarised below:
The Group recognises revenue over time using the input method, which is based on the contract
costs incurred up to the end of the reporting period as a percentage of total estimated costs for
each contract.
The payment terms for progress billings issued are disclosed in Notes 9 and 10 to the financial
statements.
The nature of the services that the Group has promised to transfer to customers are civil
construction works for residential houses and commercial units/buildings.
The Group’s projects are subject to a Defects Liability Period of generally twenty-four (24)
months from the issuance of Certificate of Practical Completion. This requires the Group to
rectify any defects which may appear and which are due to design, materials, goods,
workmanship or equipment that are not in accordance with the contracts.
As at the reporting date, revenue expected to be recognised in the future relating to

performance obligations that are unsatisfied (or partially unsatisfied) of the Group is
RM962,096,076 (2022: RM1,405,065,043). The Group expects to recognise this revenue over
the next 18 months to 24 months (2022: 5 months to 29 months).
21. FINANCE INCOME
Group Company
2023 2022 2023 2022
RM RM RM RM
Bank interest 33,054 14,753 - -

Fixed deposit interest 414,702 472,676 116,113 275,911
447,756 487,429 116,113 275,911
52

22. FINANCE COSTS
Group
2023 2022
RM RM
Bank overdrafts interest 669,773 137,558

Lease liabilities interest 636,255 720,049
Term loans interest 412,804 411,776
Multi currency trade financing-i 1,012,125 122,040
Domestic bill of exchange purchased-i 217,183 235,589
2,948,140 1,627,012
23. LOSS BEFORE TAX

Loss before tax has been determined after charging/(crediting), amongst others items, the
following:-
Group Company
2023 2022 2023 2022
RM RM RM RM
Auditors’ remuneration related to:

Statutory audit
- Grant Thornton Malaysia PLT 139,000 129,500 28,000 22,000
Assurance related services
- Grant Thornton Malaysia PLT 84,000 8,000 84,000 8,000
Other services
- Grant Thornton Taxation
Sdn. Bhd. 22,500 22,500 2,500 2,500
Directors’ fee 226,000 193,000 - -
Rental income (544,356) (1,106,110) - -
Bad debt written off - 7,093 - -
Goodwill written off - 14,933 - -
53

(Cont’d)
24. TAX EXPENSE

Group Company
2023 2022 2023 2022
RM RM RM RM
Tax expense
- Current financial year - 394,000 - 43,000
- Under provision in prior
financial year 280,862 1,166,887 3,120 6,252
280,862 1,560,887 3,120 49,252
Deferred tax
- Current financial year 921,000 (74,000) - -
- Under recognised in prior
financial year (62,000) (157,000) - -
859,000 (231,000) - -
1,139,862 1,329,887 3,120 49,252
A reconciliation of income tax applicable to loss before tax at the statutory income tax rate to
income tax at the effective income tax rate is as follows:-
Group Company
2023 2022 2023 2022
RM RM RM RM
Loss before tax (31,744,880) (2,066,694) (9,232,983) (156,836)
Tax at Malaysian statutory

tax rate of 24% (7,618,772) (496,007) (2,215,916) (37,641)
Tax effects in respects of:-
Expenses not deductible for
tax purposes 646,635 497,287 2,215,916 80,641
Income not subject to tax (17,023) - - -
Movement of deferred tax
assets not recognised 7,910,160 318,720 - -
Under provision of tax
expense in prior financial
year 280,862 1,166,887 3,120 6,252
Under recognised of deferred
tax assets in prior financial
year (62,000) (157,000) - -
1,139,862 1,329,887 3,120 49,252
54

25. LOSS PER SHARE
Basic loss per ordinary share
The calculation of basic loss per share was based on the loss attributable to ordinary equity
holders of the Company and weighted average number of ordinary shares issued calculated as
follows:-
Group
2023 2022
Loss for the financial year attributable to ordinary equity

holders of the Company (RM) (32,853,355) (3,377,960)
Weighted average number of ordinary shares at 31

December (units) 403,964,384 390,000,000
Basic loss per share (sen) (8.13) (0.87)
Diluted loss per share
The diluted loss per share have not been adjusted for the potential impact arising from the
conversion of the warrants to ordinary shares as the average market price of the ordinary share
of the Company is lower than exercise price. The effect will be anti-dilutive to the loss per
share.
26. EMPLOYEE BENEFITS EXPENSE
Group
2023 2022
RM RM
Staffs’ remuneration
Salaries, wages and other emoluments 10,324,113 11,574,874
Defined contribution plan 1,158,593 1,277,446
Social security contribution 204,935 160,225
11,687,641 13,012,545
Directors’ remuneration
Salaries, wages and other emoluments 1,192,000 1,381,000
Defined contribution plan 97,440 120,480
1,291,342 1,503,263
12,978,983 14,515,808
The estimated monetary value of Directors’ benefits-in-kind is RM48,324 (2022: RM55,850)
55

(Cont’d)
27. RELATED PARTY DISCLOSURES
(a) Significant related party transactions
Significant related party transactions other than those disclosed elsewhere in the
financial statements are as follows:-
Group
2023 2022
RM RM
Rental expenses paid to companies in which certain

Directors have interests 234,000 234,000
Disposal of property, plant and equipment to a former
Director 35,000 -
(b) Related party balances
Outstanding balances arising from related party transactions as at the reporting date are
disclosed in Notes 5, 11 and 19 to the financial statements.
(c) Key management personnel are defined as those persons having authority and
responsibility for planning, directing and controlling the activities of the Group and of
the Company either directly or indirectly and entity that provides key management
personnel services to the Group and to the Company.
Key management includes all the Directors of the Company and its subsidiaries and
certain members of senior management of the Group and of the Company. The
remuneration of the Board of Directors are disclosed in Notes 23 and 26 to the
financial statements.
The remuneration of key management personnel of the Group other than the Board of
Directors are as follows:-
Group
2023 2022
RM RM
Salaries, wages and other emoluments 661,953 633,560

Defined contribution plan 64,944 63,874
733,136 703,445
The estimated monetary value of key management personnel’s benefits-in-kind is

RM17,400 (2022: RM15,400).
56

28. FINANCIAL INSTRUMENTS
Categories of financial instruments
The table below provides an analysis of financial instruments categorised as financial assets
and financial liabilities measured at amortised cost:-
Group Company
2023 2022 2023 2022
RM RM RM RM
Financial assets
Trade receivables 119,545,135 122,882,263 - -
Other receivables 6,933,052 5,397,307 1,000 1,000
Amount due from subsidiaries - - 35,757,439 21,811,367
Cash and bank balances 4,130,733 10,739,384 196,228 260,796
141,697,237 154,075,658 36,954,667 30,095,263
Group Company
2023 2022 2023 2022
RM RM RM RM
Financial liabilities
Trade payables 101,385,320 91,716,512 - -
Other payables 31,827,007 2,610,923 122,575 68,525
Amount due to a Director 2,000,000 - - -
Borrowings 37,394,837 33,556,855 - -
172,607,164 127,884,290 122,575 68,525
Financial risk management
The Group and the Company are exposed to financial risks arising from their operations and
the use of financial instruments. Financial risk management policies are established to ensure
that adequate resources are available for the development of the Group’s and of the
Company’s business whilst managing its credit risk, liquidity risk and interest rate risk. The
Group and the Company operate within clearly defined policies and procedures that are
approved by the Board of Directors to ensure the effectiveness of the risk management
process.
57

(Cont’d)
28. FINANCIAL INSTRUMENTS (CONT’D)
Financial risk management (cont’d)
The main areas of financial risks faced by the Group and the Company and the policies of the
Group and of the Company in respect of the major areas of treasury activity are set out as
follows:-
(a) Credit risk
Credit risk is the risk of a financial loss to the Group and to the Company if a customer
or counterparty to a financial instrument fails to meet its contractual obligations. It is
the Group’s and the Company’s policy to enter into financial instrument with a
diversity of creditworthy counterparties. The Group and the Company do not expect to
incur material credit losses of its financial assets or other financial instruments.
Concentration of credit risk exists when changes in economic, industry and

geographical factors similarly affect the group of counterparties whose aggregate credit
exposure is significant in relation to the Group’s and to the Company’s total credit
exposure. The Group’s and the Company’s transactions are entered into with diverse
creditworthy counterparties, thereby mitigate any significant concentration of credit
risk.
It is the Group’s and the Company’s policy that all customers who wish to trade on
credit terms are subject to credit verification procedures. The Group and the Company
do not offer credit terms without the approval of the head of credit control.
The areas where the Group and the Company are exposed to credit risk are as follows:-
Receivables
The net carrying amount of receivables is considered a reasonable approximate of fair

value.
With a credit policy in place to ensure the credit risk is monitored on an on-going basis,
the management has taken reasonable steps to ensure that receivables that are neither
past due nor impaired are stated at their realisable values. A significant portion of these
receivables are regular customers that have been transacting with the Group. The
Group uses ageing analysis to monitor the credit quality of the receivables. Any
receivables having significant balances past due more than credit terms granted are
deemed to have higher credit risk, and are monitored individually.
Trade receivables that are neither past due nor impaired are creditworthy debtors with
good payment records with the Group. None of the Group’s trade receivables that are
neither past due nor impaired have been renegotiated during the financial year.
58

(a) Credit risk (cont’d)
The areas where the Group and the Company are exposed to credit risk are as follows
(cont’d):-
Receivables (cont’d)
An impairment analysis is performed at each reporting date using a provision matrix to

measure expected credit losses. The provision rates are based on their customers financial
information, past trend of payments and external credit ratings, where applicable. All of
these customers have low risk of default. The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is
available at the reporting date about past events, current conditions and forecasts of future
economic conditions. Generally, trade receivables are written-off if the Directors deem
them uncollectible. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets.
In respect of trade receivables, the Group is subject to significant credit risk exposure to a
single counterparty or a group of counterparties having similar characteristics, as disclosed
below:-
Group
2023 2022
RM % RM %
Top 3 customers 88,764,800 74 78,344,351 64
Corporate guarantees
Company
The maximum exposure to credit risk amounting to RM70,240,161 (2022: RM61,467,950)

represented the outstanding banking facilities of certain subsidiaries as at the end of the
reporting year.
The Company provides unsecured financial guarantee to bank in respect of banking

facilities granted to certain subsidiaries. The Company monitors on an ongoing basis the
results of the certain subsidiaries and repayments made by the certain subsidiaries. As at
the end of reporting period, there was no indication that the subsidiaries would default on
repayment.
59

(Cont’d)

(a) Credit risk (cont’d)
The areas where the Group and the Company are exposed to credit risk are as follows
(cont’d):-
Corporate guarantees (cont’d)
Company (cont’d)
The corporate guarantee does not have a determinable effect on the term of the credit
facilities due to the bank requiring the Company’s guarantees as a pre-condition for
approving the banking facilities granted to certain subsidiaries. The actual terms of the
credit facilities are likely to be the best indicator of “at market” term and hence the fair
value of the credit facilities are equal to the credit facilities amount received by certain
subsidiaries. As such, there is no value on the corporate guarantees to be recognised in
the financial statements.
Performance bonds
Performance bonds require the Group and the Company to make payments to third parties
in the event that the Group do not perform in according to the terms of any related
contracts. The maximum exposure to credit risk of the Group and the Company at the
reporting date amounted to RM61,963,253 and RM51,798,663 (2022: RM65,034,178 and
RM49,467,873) respectively.
Intercompany balances
The Group provides unsecured advances to its subsidiaries and monitors the results of the
subsidiaries regularly.
As at the end of the reporting date, there was no indication that the carrying amount of
amount due from subsidiaries are not recoverable.
Cash and cash equivalents
The credit risk for cash and cash equivalents is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
(b) Liquidity risk
Liquidity risk is the risk that the Group and the Company will not be able to meet their
financial obligations as and when they fall due because of shortage of funds.
In managing their exposures to liquidity risk, the Group and the Company maintain a
level of cash and cash equivalents and bank facilities deemed adequate by the
management to ensure, as far as possible, that they will have sufficient liquidity to meet
its liabilities as and when they fall due.
60

(b) Liquidity risk (cont’d)
The Group and the Company aim at maintaining a balance of sufficient cash and deposits
and flexibility in funding by keeping diverse sources of committed and uncommitted
credit facilities from various banks.
The liquidity risk arises principally from their payables, lease liabilities and borrowings.
The summary of the maturity profile based on contractual undiscounted repayment

obligations are as below:-
Current Non-current
Total On demand/
Carrying contractual Less than 1 to 5 More than
amount cash flows 1 year years 5 years
RM RM RM RM RM
2023
Group
Non-derivative
financial liabilities
Secured:-
Borrowings 35,068,278 38,586,372 27,320,913 3,578,297 7,687,162
Lease liabilities 15,272,502 16,439,013 7,869,995 8,352,836 216,182
Unsecured:-
Trade payables 101,385,320 101,385,320 101,385,320 - -
Other payables 31,827,007 31,827,007 31,827,007 - -
Amount due to a
Director 2,000,000 2,000,000 2,000,000 - -
Borrowings 2,326,559 2,326,559 2,326,559 - -
187,879,666 192,564,271 172,729,794 11,931,133 7,903,344
Performance bonds* - 61,963,253 61,963,253 - -
Company
Non-derivative
financial liabilities
Unsecured:-
Other payables 122,575 122,575 122,575 - -
Corporate guarantee* - 70,240,161 70,240,161 - -

61

(Cont’d)
(b) Liquidity risk (cont’d)
The summary of the maturity profile based on contractual undiscounted repayment

obligations are as below (cont’d):-
Current Non-current
Total On demand/
Carrying contractual Less than 1 to 5 More than
amount cash flows 1 year years 5 years
RM RM RM RM RM
2022
Group
Non-derivative financial
liabilities
Secured:-
Borrowings 31,283,944 36,483,866 22,154,181 3,956,112 10,373,573
Lease liabilities 9,990,558 10,701,183 5,688,941 4,769,108 243,134
Unsecured:-
Trade payables 91,716,512 91,716,512 91,716,512 - -
Other payables 2,610,923 2,610,923 2,610,923 - -
Borrowings 2,272,911 2,272,911 2,272,911 - -
137,874,848 143,785,395 124,443,468 8,725,220 10,616,707
Company
Non-derivative financial
liabilities
Unsecured:-
Other payables 68,525 68,525 68,525 - -
Corporate guarantee* - 61,467,950 61,467,950 - -

* This exposure to liquidity risk is included for illustration purpose only as the related
corporate guarantee and performance bonds have not crystallised.
The above amounts reflect the contractual undiscounted cash flows, which may differ
from the carrying values of financial liabilities at the reporting date.
62

(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and of
the Company’s financial instruments will fluctuate because of changes in market interest
rates.
The Group’s and the Company’s fixed rate borrowing is exposed to a risk of change in
their fair value due to changes in interest rates. The Group’s and the Company’s variable
rate borrowing is exposed to a risk of change in cash flows due to changes in interest
rates. Short-term receivables and payables are not significantly exposed to interest rate
risk.
The Group’s and the Company’s interest rate management objective is to manage the
interest expenses consistent with maintaining an acceptable level of exposure to interest
rate fluctuation. In order to achieve this objective, the Group and the Company target a
mix of fixed and floating debt based on assessment of its existing exposure and desired
interest rate profile.
Group Company
2023 2022 2023 2022
RM RM RM RM
Fixed rate instruments

Financial asset
Financial liabilities
Lease liabilities (15,272,502) (9,990,558) - -
Borrowings (19,078,821) (11,755,218) - -
Amount due to a Director (2,000,000) - - -
Net financial (liabilities)/asset (25,263,006) (6,689,072) 1,000,000 8,022,100
Floating rate instrument

Financial liability
Borrowings (18,316,016) (21,801,637) - -
63

(Cont’d) No. 201901004613 (1313940-W)
Registration
(c) Interest rate risk (cont’d)
The interest rate profile of the Group’s and the Company’s significant interest-bearing
financial instruments, based on carrying amounts as at the end of the reporting date are as
below:-
Fair value sensitivity analysis for fixed rate instruments
The Group and the Company do not account for any fixed rate financial assets and
liabilities at fair value through profit or loss, and the Group and the Company do not
designate derivatives as hedging instruments under a fair value hedge accounting model.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for floating rate instrument
The following table illustrates the sensitivity of profit to a reasonably possible change in
interest rate of +/-25 (2022: +/-25) basis points (“bp”). These changes are considered to
be reasonably possible based on observation of current market conditions. The
calculations are based on a change in the average market interest rate for each reporting
date, and the financial instruments held at each reporting date that are sensitive to change
in interest rates. All other variables are held constant.
Group
2023 2022
RM RM
Effect on loss/equity for the year

+25bp (45,790) (54,504)
-25bp 45,790 54,504
Fair value of financial instruments
The carrying amounts of financial assets and liabilities of the Group and of the Company
as at the reporting date approximate their fair values due to their short-term nature or that
they are floating rate instruments that are re-priced to market interest rates on or near the
reporting date.
Fair value hierarchy
No fair value hierarchy disclosed as the Group and the Company do not have financial
instruments measured at fair value.
64

29. SEGMENTAL INFORMATION
Information about operating segments had not been reported separately as the Group’s revenue,
profit or loss, assets and liabilities are mainly confined to a single reporting segment, namely
building construction works.
Geographical information
The Group’s operation is predominantly carried out in Malaysia.
Information about major customers
The following are major customers with revenue equal or more than 10 percent of the Group’s
revenue:-
RM %
2023
Customer A 110,921,058 30
Customer B 100,988,192 27
Customer C 86,311,142 23
Customer D 43,064,639 11
341,285,031 91
2022
Customer A 74,150,652 28
Customer B 54,874,627 21
Customer C 49,190,673 19
Customer D 46,040,837 18
224,256,789 86
65

(Cont’d) No. 201901004613 (1313940-W)
Registration
30. MATERIAL LITIGATIONS
(i) Civil Suit No. BA-22C-27-07/2021 between its wholly-owned subsidiary, TCS
Construction Sdn. Bhd. (“TCSCSB”) and Dato’ Tee (as plaintiffs) and MPM
Project Management Sdn. Bhd. (“MPM”), KTCC Mall Sdn. Bhd. (“KTCCMSB”),
Tang Yeam Soon, Chan Sang Teck, Tan Swee Guan, Loo Hui Kien, Yap Sing and
Y.S. Tang Holdings Sdn. Bhd. (as defendants)
By way of a Letter of Acceptance dated 19 September 2018 issued by MPM to

TCSCSB, which incorporated the Agreement and Conditions of PAM Contract 2006
(With Quantities) (“PAM Contract 2006”) together with the Annexure to the Conditions
of Contract as spelled out in the Amplification Notes, Amendment and Modification to
the Condition of Contract and other contract documents (hereinafter collectively referred
to as “the Contract”), TCSCSB was one of the many contractors engaged by the MPM
for a construction project known as ““Cadangan Pembangunan Komersil Bercampur Di
Atas Lot PT 4191, Kawasan KTCC, Muara Selatan Bandar Kuala Terengganu, Daerah
Kuala Terengganu Yang Terdiri Daripada: 1 Blok Podium Pusat Membeli Belah Di
Tingkat Basemen 1, 2, 3 & 4 Berserta Tempat Letak Kereta Di Tingkat Basemen Dan
Tingkat 4, 5, 6 & 7” (“the Project”) for an original contract sum of RM101,000,000.
A dispute arose between the parties, and the plaintiffs (i.e. TCSCSB and Dato’ Tee)
initiated the High Court suit against the defendants to recover the outstanding sum owed
and/or damages caused to the plaintiffs in relation to the Project. The amount in dispute
is RM10,009,395.
On 13 October 2022, TCSCSB had filed an application for leave to enter judgement in
default against MPM as MPM has failed to file a defence.
The decision for TCSCSB’s application for leave to enter judgement in default against
MPM is adjourned until the conclusion of the trial. The trial dates have been fixed from
15 July 2024 to 18 July 2024 and 7 October 2024 to 10 October 2024.
(ii) Civil Suit No. BA-24C-65-10/2022 between TCSCSB (as plaintiff) and KTCCMSB
(as defendant) (“TCSCSB Section 30 OS”)
On 29 March 2021, TCSCSB has commenced statutory adjudication pursuant to the

Construction Industry Payment and Adjudication Act 2012 (“CIPAA 2012”) against
MPM for, amongst others, the outstanding sum for work done of RM7,422,770.
On 15 September 2022, the Adjudicator has released the Adjudication Decision relating
to Adjudication Proceeding bearing registration no. AIAC/D/ADJ-3778-2021 dated 13
September 2022 pursuant to CIPAA 2012 in favour of TCSCSB (“Adjudication
Decision”).
66

30. MATERIAL LITIGATIONS (CONT’D)
(ii) Civil Suit No. BA-24C-65-10/2022 between TCSCSB (as plaintiff) and
KTCCMSB (as defendant) (“TCSCSB Section 30 OS”) (cont’d)
In the Adjudication Decision, MPM had been ordered to pay to TCSCSB the sum
of RM6,141,558 (“Adjudicated Sum”), interests at the rate of 5% per annum on the
Adjudicated Sum from 4 July 2020 until the date of full payment, and all costs
incurred in relation to the adjudication proceedings in the sum of RM106,289.
MPM had been ordered to pay to TCSCSB the above sum within 14 days from the
date of the Adjudication Decision.
On 21 September 2022, TCSCSB had served a Notice for Direct Payment to KTCC
Mall Sdn. Bhd. (“KTCCMSB”) to pay the Adjudicated Sum with interest and
related adjudication cost on behalf of MPM. The Notice for Direct Payment was
issued based on a Letter of Undertaking dated 19 September 2018 issued by
KTCCMSB to TCSCSB where KTCCMSB undertakes to settle all outstanding
payment on behalf of MPM in the event that MPM defaults in settling the
outstanding amount due to TCSCSB within 14 days from the date of receiving the
payment request from TCSCSB. Alternatively, the Notice for Direct Payment was
also made in accordance with Section 30 of CIPAA 2012.
Pursuant to the High Court Order dated 12 January 2024, KTCCMSB shall directly
pay TCSCSB according to the Adjudication Decision dated 13 September 2022 by
the Adjudicator, namely: -
a) Adjudicated amount of RM6,141,558;
b) Costs of the adjudication proceedings and TCSCSB’s costs totalling

RM106,289; and
c) Interests at the rate of 5% per annum on the adjudicated amount of

RM6,141,558 from the date due for payment of the TCSCSB’s Progress Claim
No.17 (revision), i.e. on 4 July 2020 until the date of full payment.
KTCCMSB was also ordered to pay RM10,000 in costs to TCSCSB, subject to

allocator fees.
On 22 January 2024, KTCCMSB has filed a Notice of Appeal against the High
Court Order dated 12 January 2024.
On 23 January 2024, KTCCMSB has filed a Notice of Application for stay of

execution of the High Court Order dated 12 January 2024 pending disposal of
KTCCMSB's appeal in the Court of Appeal (“Stay of Execution Application”).
On 26 January 2024, the High Court has allowed KTCCMSB’s application for an
interim stay of execution of the High Court Order dated 12 January 2024, pending
disposal of KTCCMSB's Stay of Execution Application.

(Cont’d)
(iii) Civil Suit No. BA-24C-7-01/2023 between KTCCMSB (as plaintiff) and TCSCSB
(as defendant) (“KTCCMSB Section 30 OS”)
On 29 March 2021, TCSCSB has commenced statutory adjudication pursuant to the

CIPAA 2012 against MPM for, amongst others, the outstanding sum for work done of
RM7,422,770.
On 15 September 2022, the Adjudicator has released the Adjudication Decision.
In the Adjudication Decision, MPM has been ordered to pay to TCSCSB the sum of
Adjudicated Sum, interests at the rate of 5% per annum on the Adjudicated Sum from 4
July 2020 until the date of full payment, and all costs incurred in relation to the
adjudication proceedings in the sum of RM106,289.
MPM had been ordered to pay to TCSCSB the above sum within 14 days from the date
of the Adjudication Decision.
On 21 September 2022, TCSCSB has served a Notice for Direct Payment to

KTCCMSB to pay the Adjudicated Sum with interest and related adjudication cost on
behalf of MPM. The Notice for Direct Payment was issued based on a Letter of
Undertaking dated 19 September 2018 issued by KTCCMSB to TCSCSB where
KTCCMSB undertakes to settle all outstanding payment on behalf of MPM in the event
that MPM defaults in settling the outstanding amount due to TCSCSB within 14 days
from the date of receiving the payment request from TCSCSB. The Notice for Direct
Payment was also made in accordance with Section 30 of CIPAA 2012.
On 21 October 2022, KTCCMSB had filed an Originating Summons against TCSCSB

applying for the following orders:
(1) A declaration that KTCCMSB had no obligations to make payment to

TCSCSB on behalf of MPM pursuant to Section 30 CIPAA 2012 and/or the
Letter of Undertaking dated 19 September 2018;
(2) A declaration that the TCSCSB’s notice to KTCCMSB dated 21 September

2022 issued pursuant to Section 30 of the CIPAA 2012 is defective;
(3) Costs to be borne by TCSCSB; and
(4) Any further or other relief the Honourable Court deems fit and/or necessary.
This KTCCMSB Section 30 OS was initially filed in the Kuala Terengganu High Court
(“KTHC”). However, pursuant to the KTHC Order dated 11 January 2023, this
KTCCMSB Section 30 OS was transferred to Shah Alam High Court and to be heard
together with TCSCSB Section 30 OS.
68

Based on legal advice, the Directors are in view that TCSCSB has a reasonably good chance
of success in its claims and defence and no provisions in respect of the material litigation are
required to be made in the financial statements of the Group as at reporting date.
31. CAPITAL MANAGEMENT
The primary capital management objective of the Group and the Company is to achieve
sustainable growth and maximise return to shareholders and there is no change to the
objective policies or processes since the last financial year.
The Group and the Company manage their capital by regularly monitoring their current and
expected liquidity requirement and modifying the combination of equity and financial support
from its shareholders from time to time to meet the needs.
32. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR AND SUBSEQUENT TO

THE REPORTING PERIOD
On 26 December 2023, the Company proposed renounceable right issue of up to 243,600,000

new ordinary shares at an issue price RM0.12 per rights share on the basis of two right shares
for every five existing shares held by ordinary shareholders together with up to 146,160,000
free detachable warrants in the Company (“Warrants B”) on the basis of three warrants for
every five rights shares subscribed for and proposed exemption under Rule 4.08(1)(b) of the
Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities
Commission Malaysia to Dato’Ir. Tee Chai Seng and persons acting in concert with him from
the obligation to undertake a mandatory offer for the remaining shares and warrant not
already owned by them under the proposed rights issue with warrants.
On 22 January 2024, the Company revised the tenure of Warrants B to five years (previously,
three years) commencing from and inclusive of the issue date and had procured an additional
written and irrevocable undertaking from one of the shareholders to subscribe for the right
shares under the proposed rights issue with warrants.
The exercise has not been completed as of the date of approval of the financial statements.
List of Properties
As at 31 December 2023
No. Location Description/ Tenure/ Approximate Approximate Date of Audited

Existing use Expiry of Age (years) Area Acquisition NBV as
Lease at 31
December
2023
1 45, Jalan Tasik Prima 3-Storey Leasehold/ 11 1,715 sqft 21 July 693
4/4,Taman Tasik townhouse/ 99 years 2016
Prima Staff expiring
47150 Puchong, accomodation on 15 May
Selangor 2111
2 H-11-02, Block H, 1 unit shop Freehold N/A 2,088 sqft 31 954

Setia Eco Hill Walk, office at Level December
43500 Semenyih, 2 2016
Selangor
3 H-11-03, Block H, 1 unit shop Freehold N/A 2,088 sqft 31 636

Setia Eco Hill Walk, office at Level December
43500 Semenyih, 3 2016
Selangor
4 12-G & 12-1, 2-storey shop Leasehold/ 5 5,274 sqft 15 March 2,658
Jalan Aman Sinaria 2, office / 91 years 2018
Bandar Tropicana expiring
Aman, Rented out on 9
42500 Telok November
Panglima Garang, 2110
Selangor
Jalan Aman Sinaria 2, office/ 91 years 2018
Selangor
Jalan Aman Sinaria 2, office/ 91 years 2018
Selangor
Analysis of Shareholdings
As At 29 March 2024
SHARE CAPITAL
Total Number of Issued Shares : 429,001,200

Issued Share Capital : RM 66,164,321.000
Class of Shares : Ordinary Shares
Voting Rights : One vote for each ordinary share held
DISTRIBUTION OF SHAREHOLDINGS
Size of Shareholdings No. of % of No. of % of Issued

Shareholders Shareholders Shares Share Capital
Less than 100 2 0.06 103 0.00

100 to 1,000 345 10.70 218,001 0.05
1,001 to 10,000 1,429 44.33 8,686,600 2.03
10,001 to 100,000 1,230 38.15 43,475,200 10.13
100,001 to less than 5% of issued shares 216 6.70 133,458,500 31.11
5% and above of issued shares 2 0.06 243,162,796 56.68
Total 3,224 100.00 429,001,200 100.00
DIRECTORS’ SHAREHOLDINGS
As per the Register of Directors’ Shareholdings
Direct Indirect
No. of No. of
No. Names Shares % Shares %
1. Tan Sri Dato’ Sri Izzuddin bin Dali 300,000 0.070 - -

2. Dato’ Ir Tee Chai Seng 206,838,377 48.214 36,324,419 (1) 8.467
3. Dato’ Seri Ir Mohamad Othman bin Zainal Azim 200,000 0.047 - -
4. Ooi Guan Hoe - - - -
5. Wong Choo Leong 303,200 0.071
6. Sharon Chew Mun Hoong - - - -
1. Deemed interest through the shareholdings of his spouse, Datin Koh Ah Nee’s interest in the Company.
LIST OF SUBSTANTIAL SHAREHOLDERS (5% AND ABOVE)

As per the Register of Substantial Shareholder
Direct Indirect
No. of No. of
No. Names Shares % Shares %
1. Dato’ Ir Tee Chai Seng 206,838,377 48.214 36,324,419 (1) 8.467

2. Datin Koh Ah Nee 36,324,419 8.467 206,838,377 (2) 48.214
1. Deemed interest through the shareholdings of his spouse, Datin Koh Ah Nee’s interest in the Company.
2. Deemed interest through the shareholdings of her spouse, Dato’ Ir Tee Chai Seng’s interest in the Company.
Analysis of Shareholdings
As At 29 March 2024 (Cont’d)
LIST OF TOP 30 SHAREHOLDERS
No. Name No. of Percentage

Shares Held (%)
1. CIMSEC NOMINEES (TEMPATAN) SDN BHD (265449P) 206,838,377 48.214

CIMB FOR TEE CHAI SENG (PB)
2. KOH AH NEE 36,324,419 8.467
3. LANDASAN POTENSI SDN BHD 12,633,000 2.945
4. METRO EYEWEAR HOLDINGS SDN.BHD. 11,400,000 2.657
5. CGS INTERNATIONAL NOMINEES MALAYSIA (TEMPATAN) SDN. BHD. 9,000,000 2.098
PLEDGED SECURITIES ACCOUNT FOR THONG YEW CHYE
6. MAYBANK NOMINEES (TEMPATAN) SDN BHD 7,600,000 1.772
MAYBANK PRIVATE WEALTH MANAGEMENT FOR NG KWANG HUA
7. LOH KOK WAI 6,932,600 1.616
8. NG YONG LIN 4,558,200 1.063
9. MOHAMED NIZAM BIN MOHAMED JAKEL 4,500,000 1.049
10. TASEC NOMINEES (TEMPATAN) SDN BHD 4,010,400 0.935
EXEMPT AN FOR TA INVESTMENT MANAGEMENT BERHAD (CLIENTS)
11. UNIVERSAL TRUSTEE (MALAYSIA) BERHAD 3,044,000 0.710
TA DYNAMIC ABSOLUTE MANDATE
12. THONG YEW CHYE 2,829,100 0.659
13. HIGHDEAL CAPITAL SDN BHD 2,784,400 0.649
14. MAYBANK NOMINEES (TEMPATAN) SDN BHD 2,396,100 0.559
PLEDGED SECURITIES ACCOUNT FOR ONG CHOONG LEO
15. ANG SWEE KUANG 2,392,400 0.558
16. OOI SIEW LOOI 1,701,900 0.397
17. YOO WEI HOW 1,430,000 0.333
18. PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,256,800 0.293
PLEDGED SECURITIES ACCOUNT FOR MOK SIEW HONG (E-SDK/PSE)
19. LOH KIM CHEE 1,213,600 0.283
20. MOK POH YIN 1,100,200 0.256
21. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 1,100,000 0.256
PLEDGED SECURITIES ACCOUNT FOR ONG LAY KHENG
22. HUA KIONG ENTERPRISE SDN BHD 1,100,000 0.256
23. LOKE FAY 1,073,000 0.250
24. CIMB GROUP NOMINEES (TEMPATAN) SDN BHD 1,047,100 0.244
EXEMPT AN FOR CIMB INVESTMENT BANK BERHAD (PB-TAIM-M-R)
25. PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.233
PLEDGED SECURITIES ACCOUNT FOR K & T TRADING (KUANTAN) SDN BHD
(E-KTN)
26. SOAM HENG CHOON 1,000,000 0.233
27. SNG GHEE LENG 915,400 0.213
28. WONG CHOO GAN 827,800 0.193
29. OOI PIT YEN 780,000 0.182
30. SOON SEE BENG 776,900 0.181
TOTAL 333,565,696 77.754

Notice Of 5th
Annual General Meeting
NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting (“5th AGM”) of the Company will be held as a fully
virtual meeting through live streaming and online voting via Remote Participating and Voting (“RPV”) facilities provided
by Agmo Digital Solutions Sdn Bhd via its website at https://web.vote2u.my from the broadcast venue at TCS Group
Holdings Berhad’s corporate office at Boardroom, No 1 & 3, Bangunan TCS, Jalan SP 1/1, Bandar Saujana Putra, 42610
Jenjarom, Selangor Darul Ehsan, Malaysia, on Wednesday, 12 June 2024 at 10.00 a.m., or at any adjournment thereof,
to transact the following businesses:-
AS ORDINARY BUSINESS:
1. To receive the audited financial statements for the financial year ended 31 December (Please refer to Note
2023 together with the Directors’ and Auditors’ Reports thereon. 1 of the Explanatory
Notes)
2. To re-elect the following Directors who are retiring pursuant to Clause 105(1) of the
Company’s Constitution and who being eligible, have offered themselves for re-election:
i) Dato’ Seri Ir. Mohamad Othman Bin Zainal Azim Ordinary Resolution 1
ii) Ooi Guan Hoe Ordinary Resolution 2
(Please refer to Note
2 of the Explanatory
Notes)
3. To ratify and approve the additional payment of Directors’ fees and other benefits Ordinary Resolution 3
payable amounting to RM26,000 which was in excess of the earlier approved amount of (Please refer to Note
RM200,000 from the 4th Annual General Meeting (“AGM”) up to the conclusion of the 5th 3 of the Explanatory
AGM. Notes)
4. To approve the payment of Directors’ fees and other benefits payable of up to RM Ordinary Resolution 4
250,000 for the period commencing from 5th AGM up to the conclusion of the 6th AGM of
the Company.
5. To re-appoint Grant Thornton Malaysia PLT as Auditors of the Company and to authorise Ordinary Resolution 5
the Directors to fix their remuneration.
AS SPECIAL BUSINESS:
To consider and, if thought fit, to pass the following Resolutions:
6. Authority to allot and issue shares in general pursuant to Sections 75 and 76 of the Ordinary Resolution 6
Companies Act, 2016 (Please refer to Note
“THAT pursuant to Sections 75 and 76 of the Companies Act, 2016 and subject to the Notes)
approvals of the relevant governmental/ regulatory authorities, the Directors be and are
hereby empowered to issue shares in the capital of the Company from time to time and
upon such terms and conditions and for such purposes as the Directors, may in their
absolute discretion deem fit, provided that the aggregate number of shares to be issued
pursuant to this resolution does not exceed 10% of the total number of issued share of
the Company for the time being and that the Directors be and are hereby also empowered
to obtain approval from the Bursa Malaysia Securities Berhad (“Bursa Securities”) for
the listing and quotation of the additional shares so issued and that such authority shall
continue to be in force until the conclusion of the next Annual General Meeting of the
Company.
AND THAT in connection with the above, pursuant to Section 85(1) of the Companies Act
2016 read together with Clause 61 of the Company’s Constitution, the shareholders of
the Company by approving this resolution are deemed to have waived their pre-emptive
rights over all new shares, options over or grants of new shares or any other convertible
securities in the Company and/or any new shares to be issued pursuant to such options,
grants or other convertible securities, such new shares when issued, to rank pari passu
with the existing shares in the Company.”
Notice Of 5th Annual General Meeting

(Cont’d)
7. Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Ordinary Resolution 7
Transactions of a Revenue or Trading Nature (“Proposed Shareholders’ Mandate”) (Please refer to Note
“THAT, subject to compliance with all applicable laws, regulations and guidelines, Notes)
approval be and is hereby given to the Company and/or its subsidiaries (collectively, “TCS
Group” or “Group”) to enter into Recurrent Related Party Transactions of a revenue or
trading nature with related parties as set out in Section 2.2 of the Circular to Shareholders
dated 26 April 2024 for the purposes of Rule 10.09, Chapter 10 of the ACE Market Listing
Requirements (“Listing Requirements”) of Bursa Securities, subject to the following:
i) the transactions are necessary for the day-to-day operations of the Group in its
ordinary course of business, and are at arm’s length, on normal commercial terms
which are not more favourable to the related party than those generally available to
the public and not detrimental to minority shareholders of the Company;
ii) the mandate is subject to annual renewal. In this respect, any authority conferred by
a mandate shall only continue to be in force until: -
a) the conclusion of the next AGM of the Company, at which time it will lapse,
unless by a resolution passed at the meeting, the authority is renewed;
b) the expiration of the period within which the next AGM of the Company after
the date is required to be held pursuant to Section 340 of the Act (but shall not
extend to such extension as may be allowed pursuant to Section 340(4) of the
Act); or
c) revoked or varied by resolution passed by the shareholders in a general

meeting,
whichever is the earlier.
iii) the estimated aggregate value of the transactions conducted pursuant to the
mandate during a financial year will be disclosed in the Annual Report of the
Company in accordance with the Listing Requirement for the said financial year;
AND THAT the Directors of the Company be and are hereby authorised to complete
and do all such acts and things to give effect to the transactions contemplated and/or
authorised by this Ordinary Resolution.”
8. To transact any other business of the Company for which due notice shall have been
given.
By order of the Board,
Tan Tong Lang (MAICSA 7045482/ SSM PC No. 202208000250)

Ang Wee Min (MAICSA 7076022/ SSM PC No. 202208000334)
Company Secretaries
Kuala Lumpur
26 April 2024

(Cont’d)
Notes
1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at the
virtual AGM using RPV Facilities provided by Agmo Digital Solutions Sdn. Bhd. via its Vote2U online website at
https://web.vote2u.my.
2. A member of the Company entitled to participate and vote at the 5th AGM is entitled to appoint one or more proxies
to participate and vote in his/ her stead. A proxy may but need not be a member of the Company.
3. Where a member appoints more than one proxy, the appointment shall be invalid unless he/ she specifies the
proportions of his/ her shareholdings to be represented by each proxy.
4. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories
Act which is exempted from compliance with the provision of subsection 25A(1) of the Central Depositories Act
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.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/ her attorney duly
authorised in writing, or if the appointor is a corporation, either under the corporation’s common seal or under the
hand of an officer or attorney duly authorised.
6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or
a notarially certified copy of that power or authority, must be deposited at the Company’s Share Registrar’s office
at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur,
Wilayah Persekutuan not less than 48 hours before the time appointed for holding the 5th AGM or any adjourned
meeting, at which the person named in the instrument, proposes to vote or, in the case of a poll, not less than
24 hours before the time appointed for the taking of the poll, and in default, the instrument of proxy shall not be
treated as valid, PROVIDED ALWAYS that the Company may by written notice waive the prior lodgement of the
above instrument appointing a proxy and the power of attorney or other authority. The lodging of the Form of Proxy
shall not preclude you from participating, speaking and voting at the 5th AGM using the RPV Facilities should you
subsequently wish to do so.
7. For the purpose of determining a member who shall be entitled to participate in the 5th AGM, only members whose
name appears on the Record of Depositors as at 5 June 2024 shall be entitled to participate in the said meeting or
appoint proxies to participate and/or vote on his/her behalf.
8. The resolutions set out in this Notice of Meeting will be put to vote by poll.
EXPLANATORY NOTES
1. Audited Financial Statements for the financial year ended 31 December 2023
This Agenda is meant for discussion only as Section 340(1) of the Companies Act, 2016 provide that the audited
financial statements are to be laid in the general meeting and do not require a formal approval of the shareholders.
Hence, it is not put forward for voting.
2. Ordinary Resolution 1 and 2: Re-election of Directors
The following Directors are standing for re-election as Directors of the Company pursuant to Clause 105(1) of the
Company’s Constitution at the 5th AGM of the Company and being eligible have offered themselves for re-election:
a) Dato’ Seri Ir. Mohamad Othman Bin Zainal Azim

b) Ooi Guan Hoe
(collectively referred to as “Retiring Directors”)
The profiles of the Retiring Directors who are standing for re-election under item 2 of this Agenda are set out in the
Directors’ profile of the Annual Report 2023.

(Cont’d)
3. Ordinary Resolution 3: Additional payment of Directors’ fees and other benefits payable amounting to
RM26,000.00
The Shareholders had at the 4th AGM which held on 8 June 2023 approved the Directors’ fees and other benefits
payable up to RM200,000 from the 4th AGM up to the conclusion of the 5th AGM.
However, the proposed amount was insufficient due to the change in Board member and additional meetings held
during the period. This resolution is to facilitate the shortfall payment of Directors’ fees and other benefits payable
amounting to RM26,000 from the 4th AGM up to the conclusion of the 5th AGM.
4. Ordinary Resolution 6: Authority to Directors to Allot and Issue Shares
The Proposed Ordinary Resolution 6, if passed, is a renewal of General Mandate to empower the Directors to issue
and allot shares up to an amount not exceeding 10% of the issued share capital of the Company for the time being
for such purposes as the Directors consider would be in the best interest of the Company. The mandate, if passed,
serves as a measure to meet the Company’s immediate working capital needs in the short term without relying
on conventional debt financing (which will result in higher finance costs to be incurred) for the purpose of further
placing of shares, funding investment project(s), working capital and/ or acquisition(s). This would also eliminate any
delay arising from and cost involved in convening a general meeting to obtain approval of the shareholders for such
issuance of shares. This authority, unless revoked or varied by the Company at a General Meeting, will expire at the
next AGM.
The general mandate granted to the Directors at the 4th AGM held on 8 June 2023 was utilized, and a total of
39,000,000 shares were issued, generating proceeds amounting to RM7,784,200.00. The details of the issuance are
illustrated in the table below:-
Type of corporate Listing date No. of shares Issued price per Proceed
proposal issued share (RM) raised (RM)
Private Placement 17.08.2023 20,000,000 0.1994 3,988,000
Private Placement 01.09.2023 19,000,000 0.1998 3,796,000
Total 39,000,000 - 7,784,200
Pursuant to Section 85 of the Companies Act 2016 read together with Clause 61 of the Constitution of the Company,
shareholders have pre-emptive rights to be offered any new shares in the Company which rank equally to the
existing issued shares in the Company or other convertible securities.
Section 85(1) of the Companies Act 2016 provides as follows:
“85. Pre-emptive rights to new shares

(1) Subject to the constitution, where a company issue shares which rank equally to existing shares as to voting or
distribution rights, those shares shall first be offered to the holders of existing shares in a manner which would, if the
offer were accepted, maintain the relative voting and distribution rights of those shareholders.”
Clause 61 of the Constitution of the Company provides as follows:
“61. Subject to any direction to the contrary that may be given by the Company in general meeting, all new shares
or other convertible Securities shall, before they are issued, be offered to such persons as at the date of the offer
are entitled to receive notices from the Company of general meetings in proportion, as nearly as the circumstances
admit, to the amount of the existing shares or Securities to which they are entitled. The offer shall be made by notice
specifying the number of shares or Securities offered, and limiting a time within which the offer, if not accepted,
will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the
person to whom the offer is made that he declines to accept the shares or Securities offered, the Directors may
dispose of those shares or Securities in such manner as they think most beneficial to the Company. The Directors
may, likewise, also dispose of any new shares or Securities which (by reason of the ratio which the new shares or
Securities bear to shares or Securities held by persons entitled to an offer of new shares or Securities) cannot, in the
opinion of the Directors, be conveniently offered under this Clause.”
The proposed Ordinary Resolution, if passed, will exclude your pre-emptive right to be offered new shares and/or
convertible securities to be issued by the Company pursuant to the said Ordinary Resolution.

(Cont’d)
5. Ordinary Resolution 7: Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature
The Ordinary Resolution 7, if passed, will enable the Company and/or its subsidiaries to enter into recurrent related
party transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Company
and/or its subsidiaries, subject to the transactions being carried out in the ordinary course of business of the
Company and/or its subsidiaries and on normal commercial terms which are generally available to the public and not
detrimental to the minority shareholders of the Company. This authority, unless revoked or varied by the Company
at a general meeting, will expire at the next AGM of the Company.
Statement Accompanying Notice of Annual General Meeting
Pursuant to Rule 8.29(2) of the ACE Market Listing Requirements of Bursa Securities:-
1. Details of individual who are standing for election as Directors (excluding Directors for re-election).
No individual is seeking election as a Director at the 5th AGM of the Company.
2. General mandate for issue of securities in accordance with Rule 6.04 of the Listing Requirements of Bursa
Securities.
The details of the proposed authority for Directors of the Company to issue shares in the Company pursuant to
Sections 75 and 76 of the Companies Act 2016 is set out under Explanatory Note 4.
This page is intentionally left blank
NO. OF SHARES HELD CDS ACCOUNT NO.
FORM OF PROXY
(Before completing this form please refer to the notes below)
*I/We (Full Name) NRIC No./Passport No./Company
No. having Tel./Mobile No of (full address)
being a shareholder of TCS GROUP HOLDINGS

BERHAD (Registration No. 201901004613 (1313940-W)) and are entitled to vote, hereby appoint:
1ST PROXY
Full Name: Tel./Mobile No.: Proportion of shareholdings represented
Email Address: NRIC No./Passport No.: No. of Shares %
And/or
2ND PROXY
Full Name: Tel./Mobile No.: Proportion of shareholdings represented
Email Address: NRIC No./Passport No.: No. of Shares %
100%
or failing *him/her, the Chairman of the Meeting as *my/our proxy to attend and vote for *me/us on *my/our behalf at the 5th Annual General
Meeting (“AGM”) of the Company to be held as a fully virtual meeting through live streaming and online voting via Remote Participating
and Voting (“RPV”) facilities provided by Agmo Digital Solutions Sdn Bhd via its website at https://web.vote2u.my from the broadcast
venue at TCS Group Holdings Berhad’s corporate office at Boardroom, No 1 & 3, Bangunan TCS, Jalan SP 1/1, Bandar Saujana Putra,
42610 Jenjarom, Selangor Darul Ehsan, Malaysia, on Wednesday, 12 June 2024 at 10.00 a.m. or at any adjournment thereof.
*strike out whichever not applicable
My/our proxy/proxies shall vote as follows:
Please indicate with an “X” in the space below how you wish your votes to be cast. If no specific direction as to voting is given, the proxy/
proxies will vote or abstain from voting on the resolutions at his/her/their discretion.
RESOLUTIONS FOR AGAINST
To re-elect Dato’ Seri Ir. Mohamad Othman Bin Zainal Azim who is retiring pursuant
Ordinary Resolution 1
to Clause 105(1) of the Company’s Constitution.
To re-elect Ooi Guan Hoe who is retiring pursuant to Clause 105(1) of the
Company’s Constitution.
To ratify and approve the additional payment of Directors’ fees and other benefits
Ordinary Resolution 3 payable amounting to RM26,000 which was in excess of the earlier approved
amount of RM200,000 from the 4th AGM up to the conclusion of the 5th AGM.
To approve the payment of Directors’ fees and other benefits payable of up to
Ordinary Resolution 4 RM250,000 for the period commencing from 5th AGM up to the conclusion of the 6th
AGM of the Company.
To re-appoint Grant Thornton Malaysia PLT as Auditors of the Company and to
authorise the Directors to fix their remuneration.
Authority to allot and issue shares in general pursuant to Sections 75 and 76 of the
Companies Act, 2016.
Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature.
Signed this ___________ day of ______________________, 2024.
………………………………………………….
Signature of Member / Common seal

Fold this flap for sealing
NOTES:
1. Please refer to the Administrative Guide for the procedures to register, participate and vote remotely at the virtual AGM using RPV Facilities provided by Agmo Digital Solutions
Sdn. Bhd. via its Vote2U online website at https://web.vote2u.my.
2. A member of the Company entitled to participate and vote at the 5th AGM is entitled to appoint one or more proxies to participate and vote in his/ her stead. A proxy may but
need not be a member of the Company.
3. Where a member appoints more than one proxy, the appointment shall be invalid unless he/ she specifies the proportions of his/ her shareholdings to be represented by each
proxy.
4. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provision of
subsection 25A(1) of the Central Depositories Act 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.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/ her attorney duly authorised in writing, or if the appointor is a corporation, either
under the corporation’s common seal or under the hand of an officer or attorney duly authorised.
6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be
deposited at the Company’s Share Registrar’s office at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur, Wilayah
Persekutuan not less than 48 hours before the time appointed for holding the 5th AGM or any adjourned meeting, at which the person named in the instrument, proposes to vote
or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default, the instrument of proxy shall not be treated as valid, PROVIDED
ALWAYS that the Company may by written notice waive the prior lodgement of the above instrument appointing a proxy and the power of attorney or other authority. The lodging
of the Form of Proxy shall not preclude you from participating, speaking and voting at the 5th AGM using the RPV Facilities should you subsequently wish to do so.
7. For the purpose of determining a member who shall be entitled to participate in the 5th AGM, only members whose name appears on the Record of Depositors as at 5 June
2024 shall be entitled to participate in the said meeting or appoint proxies to participate and/or vote on his/her behalf.
8. The resolutions set out in this Notice of Meeting will be put to vote by poll.
Then fold here
AFFIX
STAMP
THE SHARE REGISTRAR OF

i.e. Aldpro Corporate Services Sdn. Bhd.

(Registration No.202101043817 (1444117-M))
B-21-1, Level 21, Tower B
Northpoint Mid Valley City
No. 1, Medan Syed Putra Utara
59200 Kuala Lumpur
Wilayah Persekutuan, Malaysia
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TCS GROUP HOLDINGS BERHAD (Registration No.

ANNUAL REPORT 2023

No. 1 & 3, Bangunan TCS,

Our goal is to ensure the continuance of our company

We strive to maintain the highest levels of

2 Vision & Mission 57 Financial Statements

4 Corporate Information 58 Director’s Report

51 Statement on Risk Management and Internal Control

54 Additional Compliance Information

BOARD OF WONG CHOO LEONG

DIRECTORS DATO’ SERI IR MOHAMAD OTHMAN BIN ZAINAL AZIM

DATO’ IR. TEE CHAI SENG SHARON CHEW MUN HOONG

AUDIT COMMITTEE PRINCIPAL PLACE OF AUDITORS

100% TCS CONSTRUCTION SDN BHD

100% TCS INFRA SDN BHD

TCS AMONA CONSORTIUM

COMPANIES PRINCIPAL ACTIVITIES

TCS Amona Consortium Sdn Bhd Dormant.

TCS SS Precast Construction Dormant.

Five-Year Financial Highlights

Financial Year Ended 31 December 2023 2022 2021 2020 2019

RM’000 RM’000 RM’000 RM’000 RM’000

Revenue 374,481 261,591 204,047 242,643 358,424

Total Assets 246,390 226,187 181,711 180,092 161,370

(LAT)/PAT Margin (%) (8.78) (1.30) 1.21 6.66 4.37

Five-Year Financial Highlights

Revenue (Loss)/Profit Before Taxation

(Loss)/Profit After Taxation (“LAT”)/PAT Total Assets

Total Equity Net Asset Per Share

* Adjusted for one-off impairment of financial assets amounting to RM4.135 million

Tan Sri Dato’ Sri Izzuddin bin Dali

Malaysian Male 75 years old

Currently, he does not hold directorship in any public listed companies.

Dato’ Ir Tee Chai Seng

Malaysian Male 64 years old

Currently, he does not hold directorship in any public listed companies.

Wong Choo Leong

Malaysian Male 32 years old

Dato’ Seri Ir Mohamad Othman

Malaysian Male 70 years old

Ooi Guan Hoe

Malaysian Male 49 years old

Sharon Chew Mun Hoong

Malaysian Female 52 years old

Key Management Profile

He graduated with a Bachelor (Hons) Degree in Applied Accounting from

Mr Wayne Ho Chee Woei, male, a Malaysian, aged 37 is our Senior Contract

He graduated with a Diploma in Quantity Surveying from INTI International

Key Management Profile

Mdm Ng Lee Foong, female, a Malaysian, aged 45 is our Procurement

She graduated with a Bachelor (Hons) Degree in Business Administration

Mr Lo Wen Jet, male, a Malaysian, aged 29 joined our Group as Assistant

He graduated with a Diploma of Science in Mechanical Engineering from

Mdm Masyitah Binti Yaman, female, a Malaysian, aged 36 is our QESH

She graduated with a Bachelor’s Degree in Civil Engineering from University

Dear Valued Shareholders,

INDUSTRY AND BUSINESS OVERVIEW

Chairman’s Statement (Cont’d)

Despite the taxing landscape, the Group’s FY2023 revenue

The global economy is expected to remain soft in 2024