gpa holdings berhad - malaysiastock.biz gpa holdings berhad | annual report 2018 annual report 2018...

128
ANNUAL REPORT 2018 GPA HOLDINGS BERHAD (493897-V)

Upload: others

Post on 11-Apr-2020

76 views

Category:

Documents


0 download

TRANSCRIPT

GPA

HO

LDIN

GS B

ER

HA

D | A

NN

UA

L RE

PO

RT 20

18

ANNUAL REPORT 2018

GPA HOLDINGS BERHAD(493897-V)

Lot 5031 - 5033, Jalan Teratai, Off Jalan Meru, 41050 KlangSelangor Darul Ehsan, Malaysia

Tel : (03) 3392 7180 (8 lines)/3392 9423/3392 9508

Fax : (03) 3392 7237

E-mail : [email protected]

w w w . g p - p r o d u c t s . c o m

GPA HOLDINGS BERHAD(493897-V)

C O N T E N T S 002 NOTiCE Of ANNuAl GENErAl MEETiNG

006 ANNExurE “A”

007 COrpOrATE iNfOrMATiON

008 GrOup fiNANCiAl HiGHliGHTS

009 COrpOrATE STruCTurE

010 DirECTOrS’ prOfilE

012 MANAGEMENT DiSCuSSiON AND ANAlySiS

014 SuSTAiNAbiliTy STATEMENT

016 COrpOrATE GOvErNANCE OvErviEw STATEMENT

031 AuDiT COMMiTTEE rEpOrT

034 STATEMENT ON riSk MANAGEMENT & iNTErNAl CONTrOl

038 fiNANCiAl STATEMENTS

118 liST Of GrOup’S prOpErTiES

119 ANAlySiS Of SHArEHOlDiNGS

122 ANAlySiS Of wArrANT HOlDiNGS

prOxy fOrM

002 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTiCE Of ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Nineteenth Annual General Meeting of the Company will be held at bukit kiara Equestrian and Country resort, Dewan perdana, 1st floor, Sports Complex, Jalan bukit kiara, Off Jalan Damansara, 60000 kuala lumpur on friday, 24 August 2018 at 10.30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions: -

AGENDA

ORDINARY BUSINESS

1. To receive the Audited financial Statements of the Group and the Company for the financial year ended 31 March 2018 together with the reports of the Directors and Auditors thereon.

Please refer Explanatory Note A

2. To approve the payment of Directors’ fees of up to rM39,000 for the period from 1 September 2018 until the next Annual General Meeting of the Company. Ordinary Resolution 1

3. To re-elect the following Directors retiring in accordance with Article 83 of the Company’s Articles of Association :-

(a) Mr Gan lock yong @ Gan Choon Hur; and (b) Mr Ou wee Sun.

Ordinary Resolution 2

Ordinary Resolution 3

4. To appoint Messrs rSM Malaysia as Auditors of the Company in place of the retiring Auditors, Messrs pkf and to authorise the Directors to fix their remuneration. Ordinary Resolution 4

SPECIAL BUSINESS

To consider and, if thought fit, to pass with or without modifications, the following Ordinary resolution :-

5. ORDINARY RESOLUTION• PROPOSEDNEWSHAREHOLDERS’MANDATEFORRECURRENT

RELATEDPARTYTRANSACTIONSOFAREVENUEORTRADINGNATURE(“PROPOSEDNEWSHAREHOLDERS’MANDATE”)

“THAT subject always to the provisions of the listing requirements of bursa Malaysia Securities berhad, approval be and is hereby given to the Company and/or its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the related parties as stated in Section 2.6 of the Circular to Shareholders dated 30 July 2018 which are necessary for the day-to-day operations of the Group provided that the transactions are undertaken in the ordinary course of business, on arm’s length basis, on normal commercial terms which are not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company.

003 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTICEOFANNUALGENERALMEETING(CONTINUED)

THAT such approval shall continue to be in force until:-

(i) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the 19th AGM at which such proposed New Shareholders’ Mandate was approved, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;

(ii) the expiration of the period within which the next annual general meeting of the Company after that date is required to be held pursuant to Section 340(2) of the Companies Act, 2016 (“Act”) (but must not extend to such extension as may be allowed pursuant to Section 340(4) of the Act); or

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

whichever is the earlier.

AND THAT the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the proposed New Shareholders’ Mandate.” Ordinary Resolution 5

6. To transact any other business for which due notice shall have been given in accordance with the Companies Act, 2016.

by Order of the board

ChongSiewDuan(MAICSANo.7019353)Secretary

kuala lumpurDate: 30 July 2018

004 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (but not more than two) to attend and vote instead of him. A proxy may but need not be a member of the Company. where a member appoints two proxies to attend the same meeting, the member shall specify the proportion of his shareholding to be represented by each proxy, failing which the appointment(s) shall be invalid.

2. where a member of the Company is an authorised nominee as defined under the Securities industry (Central Depositories) Act 1991, it shall be entitled to appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

where a member of the Company is an exempt authorised nominee (an authorised nominee which is exempted from compliance with the provisions of Section 25A(1) of the Securities industry (Central Depositories) Act, 1991) which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

where an authorised nominee or an exempt authorised nominee appoints proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

4. The proxy form shall be deposited with the Company’s Share registrars, Tricor investor & issuing House Services Sdn bhd at unit 32-01, level 32, Tower A, vertical business Suite, Avenue 3, bangsar South, No. 8, Jalan kerinchi, 59200 kuala lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

5. Depositors whose names appear in the record of Depositors on a date not less than three (3) market days before the general meeting shall be entitled to attend and vote at the general meeting, or appoint a proxy to attend, speak and vote on his behalf.

NOTICEOFANNUALGENERALMEETING(CONTINUED)

005 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTICEOFANNUALGENERALMEETING(CONTINUED)

Explanatory Notes on Ordinary and Special businesses

1. AuditedFinancialStatements(ExplanatoryNoteA)

This Agenda item is meant for discussion only as under the provisions of Section 340(1)(a) of the Companies Act, 2016, the audited financial statements do not require formal approval of members and hence, this item will not be put forward for voting.

2. ProposedOrdinaryResolution1: PaymentofDirectors’fees

The proposed Ordinary resolution 1 is to facilitate the payment of Directors’ fees after each month of completed service of the Non-Executive Directors for the period commencing from 1 September 2018 until the next Annual General Meeting (“AGM”) of the Company, assuming that all the Non-Executive Directors will hold office until the next AGM. in the event that the Directors’ fees proposed is insufficient (e.g. due to enlarged board size), approval will be sought at the next AGM for additional fees to meet the shortfall.

3. ProposedOrdinaryResolution4: AppointmentofAuditors

The Company has received a letter dated 10 July 2018 from a shareholder, Tan Sri Dato’ Tan Hua Choon, nominating Messrs rSM Malaysia, who have given their consent to act, as the new statutory auditors of the Company. A copy of the letter is given in the 2018 Annual report and marked Annexure “A”.

Subject to the passing of Ordinary resolution 4, Messrs rSM Malaysia shall pursuant to their appointment hold office until the conclusion of the next Annual General Meeting of the Company.

4. ProposedOrdinaryResolution5: ProposedNewShareholders’MandateforRecurrentRelatedPartyTransactionsofaRevenueorTradingNature

The proposed ordinary resolution 5, if passed, will authorise the Company and/or its subsidiaries (“Group”) to enter into recurrent related party transactions of a revenue or trading nature with related parties which are necessary for the day-to-day operations of the Group provided that the transactions are in the ordinary course of business which carried out on arm’s length basis, on normal commercial terms and on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company. The details of the proposal are set out in the Circular to Shareholders dated 30 July 2018, accompanying the Company’s 2018 Annual report.

Voting by Poll

pursuant to paragraph 8.29A of the main market of bursa Malaysia Securities berhad’s listing requirements, all resolutions set out in this notice are to be voted by poll.

006 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

TanSriDato’TanHuaChoon13, persiaran bukit Tunkubukit Tunku50480 kuala lumpur

Date : 10 July 2018

The board of Directors GPA HOLDINGS BERHAD8-3, Jalan Segambut51200 kuala lumpur

Dear Sirs,

NOMINATIONOFAUDITORS

i, being a shareholder of GpA Holdings berhad (“GpA”), hereby give notice of my wish to nominate Messrs rSM Malaysia (Af 0768) for appointment as Statutory Auditors of GpA at the forthcoming Annual General Meeting of GpA.

yours faithfully,

TanSriDato’TanHuaChoon

Annexure “A”

007 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

COrpOrATE INFORMATION

BOARDOFDIRECTORS

Mr poh weng Choon (Executive Chairman)

Mr Gan lock yong @ Gan Choon Hur (Executive Director)

Mr lee yu-Jin (Non-Independent Non-Executive Director)

Mr Ou wee Sun (Independent Non-Executive Director)

En Abdul rasip bin Haron (Independent Non-Executive Director)

AUDIT COMMITTEE

Mr Ou wee Sun (Chairman) Mr lee yu-Jin En Abdul rasip bin Haron

NOMINATION COMMITTEE

Mr lee yu-JinEn Abdul rasip bin HaronMr Ou wee Sun

REMUNERATION COMMITTEE

Mr lee yu-Jin Mr Ou wee Sun

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr Ou wee Sunfax: (03) 4043 6750

COMPANY SECRETARY

Ms Chong Siew Duan (MAiCSA No. 7019353)

REGISTEREDOFFICE

No. 8-3, Jalan Segambut51200 kuala lumpurTel: (03) 6195 1600fax: (03) 4043 6750

PRINCIPALOFFICE

lot 5031 - 5033, Jalan Teratai Off Jalan Meru, 41050 klang Selangor Darul EhsanTel: (03) 3392 7180 (8 lines)/ 3392 9423/3392 9508 fax: (03) 3392 7237e-mail: [email protected] website: www.gp-products.com

PRINCIPAL BANKERS

united Overseas bank (Malaysia) berhadAmbank (Malaysia) berhad

SHARE REGISTRARS

Tricor investor & issuing HouseServices Sdn bhdunit 32-01, level 32, Tower A vertical business Suite, Avenue 3 bangsar South No. 8, Jalan kerinchi 59200 kuala lumpur Tel: (03) 2783 9299fax: (03) 2783 9222E-mail : [email protected]

AUDITORS

Messrs pkfChartered Accountantslevel 33, Menara 1Mkkompleks 1 Mont’ kiaraNo.1, Jalan kiara, Mont’ kiara50480 kuala lumpurTel : (603) 6203 1888fax : (603) 6201 8880

STOCK EXCHANGE LISTING

Main Market of bursa MalaysiaSecurities berhad Stock Name : GpAStock Code : 7096Stock Code : 7096wA

008 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

GrOup FINANCIALHIGHLIGHTSfOr THE pAST fivE fiNANCiAl yEArS ENDED 31ST MArCH 2018

2014 2015 2016 2017 2018 RM'000 RM'000 RM'000 RM'000 RM'000

revenue 150,898 143,631 138,330 90,539 67,406

profit / (loss) before tax (7,703) (4,968) (25,322) 8,960 (1,143)

profit / (loss) after tax and non-controlling interests attributable to shareholders (7,925) (5,837) (24,361) 7,971 (1,395)

Shareholders' fund 93,810 87,973 104,151 109,067 107,786

(loss)/Earnings per share based on (loss)/profit after tax and non-controlling interests (sen) (1.01) (0.74) (0.29) 0.81 (0.13)

Net assets per share (rM) 0.12 0.11 0.11 0.11 0.11

-30

-25

-20

-15

-10

-5

0

5

10

PROFIT/ (LOSS) BEFORE TAX (RM’000)

2014 2015 2016 2017 20180

50

100

150

200

REVENUE (RM’000)

2014 2015 2016 2017 2018

0

20

40

60

80

100

120

SHAREHOLDERS’ FUND (RM’000)

2014 2015 2016 2017 2018

15

0,8

98

14

3,6

31

13

8,3

30

90

,53

9

67

,40

6

87

,97

3

93

,81

0

10

4,1

51

10

9,0

67

10

7,7

86

(1,1

43

)

8,9

60

(4,9

68

)

(7,7

03

)

(25

,32

2)

009 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

COrpOrATE STRUCTURE

GP PRODUCTS SDN BHD

70%

GPA PLASTIC INDUSTRIES

SDN BHD

100%

GPA TECHNOLOGIES

SDN BHD

100%

GPA TRADING SDN BHD

100%

GP FIRSTPOWER TECHNOLOGIES

SDN BHD

60%

GPA HOLDINGS BERHAD493897-v

GP MARKETING SDN BHD

100%

HASRAT MESTIKASDN BHD

100%

KENOLA SDN BHD

100%

GP AUTOBAT SDN BHD

100%

010 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

DirECTOrS’ PROFILE

POHWENGCHOONMale, Aged 67, Malaysian

Executive Chairman

Mr poh was appointed to the board of the Company on 6 November 2013. He was redesignated as Executive Chairman on 13 May 2016. He has been in the timber industry since 1972 and has gained over 35 years of all round experience in manufacturing environment. He was the Assistant Treasurer of Malaysian wood industries Association and the president of Selangor & federal Territory Timber Traders Association (“SfTTA”) from 2005 until 2007. He was a director of Goh ban Huat berhad from 2009 to November 2017.

GAN LOCK YONG @

GAN CHOON HURMale, Aged 68, Malaysian

Executive Director

Mr Gan was appointed to the board of the Company on 31 May 2000. He is a fellow of the institute of public Accountants, Australia. He joined Jasa kita Trading Sdn bhd (a company involved in the sale and distribution of power tools, electric motor and other industrial equipment) in 1983 as Accountant and Credit Controller and was later promoted to finance Manager of the Jasa kita Group, a position he held until October 1993. He was instrumental in the financial operations of the Jasa kita Group until its eventual listing on the kuala lumpur Stock Exchange (now known as bursa Malaysia Securities berhad) in 1993. He has been a director of Gp Autobat Sdn bhd, a subsidiary of the Company since 1994 and has been involved in the corporate planning of GpA Holdings berhad Group. He also has wide experience in property and asset management. At the date of this report, he does not hold any directorship in other public companies.

OUWEESUNMale, Aged 48, Malaysian

Independent Non-Executive Director

Mr Ou was appointed to the board of the Company and as a member of the Audit Committee on 1 January 2011. He was later appointed as member to the Nomination Committee and remuneration Committee on 13 May 2016. On 24 October 2016, Mr Ou was appointed as Chairman of Audit Committee as well as Senior independent Non-Executive Director of the Company.

He holds a bachelor of business degree from the Edith Cowan university, Australia and is a member of CpA Australia. He is also a Chartered Accountant of the Malaysian institute of Accountants.

He started his career in financial auditing with Coopers & lybrand. He later moved to Deloitte kassimChan before joining a large diversified public listed company in 1994. He joined Moores rowland risk Management Sdn bhd in 2001 to spearhead the company’s internal audit and risk management services. from 2004 to 2014, he was the General Manager of a consultancy company specialising in internal auditing and risk management. Currently, he is a Deputy Group financial Controller of a private leasing company. He was the Director of Computer forms (Malaysia) berhad from 2006 to 2016.

011 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

DIRECTORS’PROFILE(CONTINUED)

LEE YU-JINMale, Aged 51, Malaysian

Non-Independent Non-Executive Director

Mr lee was appointed to the board of the Company and as Chairman of the Audit Committee on 1 November 2013. He was also appointed as a member of the Nomination Committee and nominated as the Senior independent Non-Executive Director of the Company on the same date. He was later appointed as a member of the remuneration Committee on 13 May 2016. On 24 October 2016, Mr lee was redesignated as Non-independent Non-Executive Director of the Company and ceased to be the Chairman of the Audit Committee but remained as a member of the Audit Committee. He also ceased to be Senior independent Non-Executive Director on the same date.

Mr lee holds a bachelor of Arts (Honours) in Economics from university of Manchester, united kingdom. He is also a member of the institute of Chartered of Accountants in England & wales and the Malaysian institute of Accountants.

He was attached as a trainee accountant with price waterhouse in london from October, 1988 to January, 1992 and qualified as a Chartered Accountant in 1991. from february, 1992 to february, 1994, he was a Manager in the internal Audit Department (European Treasury) of Citibank N.A. based in london. upon returning to Malaysia in 1994, he joined a financial institution in Malaysia. from October, 1994 to December, 2001, he was the General Manager - finance & Corporate Affairs of a public company listed on the Main board of bursa Malaysia Securities berhad, which was engaged in the manufacture of biscuits and sweets and property investment.

Since July 2002, he has worked for Computer forms (Malaysia) berhad (“CfM”). His current position is Executive Director and Chief financial Officer of CfM. He is also Director of JkG land berhad.

ABDUL RASIP BIN HARON

Male, Aged 69, MalaysianIndependent Non-Executive

Director

Encik Abdul rasip was appointed to the board of the Company and as a member of the Audit Committee and Nomination Committee on 5 August 2013. He is a businessman and has vast experience in the technical field and various other aspects related to the automotive industry. As at the date of this report, he does not hold any directorship in other public companies.

ADDITIONALINFORMATIONONTHEDIRECTORS

• FamilyRelationship

There is no family relationship among the board members and/or the major shareholders of the Company.

• ConflictofInterest

None of the Directors have any conflict of interest with the Company.

• ConvictionofOffences

None of the board Members have convictions for offences within the past five years (other than traffic offences, if any), nor any public sanction or penalty imposed by relevant regulatory bodies during the financial year.

012 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

BusinessoverviewandOperationreview

The performance of the Malaysian economy was moderate in 2017, which saw the country’s Gross Domestic product (“GDp”) recording a growth marginally from 4.2% in 2016 to 5.9% in 2017. political and regulatory conditions in Malaysia were a concern for the local economy while global economy continued to be uncertain due to global geopolitical uncertainties, rising inflation and interest rates in the uS. Domestic demand was the key driver of growth in Malaysia. According to the Malaysia Automotive Association, there was a slight decrease in the country’s motor vehicle sales from 580,124 units in 2016 to 577,000 units in 2017.

Against the above backdrop, the Group’s automotive batteries segment faced tough challenges compounded by the influx of many foreign brands into the country. Due to intense competition, this segment posted revenue of rM54.57 million in fy2018 compared to previous year of rM76.45 million, a drop of 28.62%.

for the non-automotive batteries segment, revenue dropped to rM12.05 million during the year from rM14.16 million in fy2017. This had been anticipated following the cessation of our production plant, and the segment now operating on a trading platform. This segment continued to focus on sealed lead acid batteries and introduced new product lines comprising motorcycle batteries and automotive lubricants, both of which are at their infancy stage.

The Group’s focus is placed on brand rebuilding and promotional activities to reach out to a wider market. Going forward, lead price volatility coupled with foreign exchange fluctuations will continue to affect the overall cost of importation and correspondingly our trading margin.

On the personal care products segment, which was newly introduced in fy2018, it recorded revenue of rM784,000 with loss before tax of rM1.08 million for the year. four new stores were opened during the year.

FinancialPerformance

The Group recorded a loss before tax of rM1.14 million with revenue amounting to rM67.41 million for the year ended 31 March 2018. Compared to the previous year, revenue had decreased by rM23.13 million or 25.55%, primarily due to the drop in sales from the automotive batteries segment.

Despite the drop in revenue, the Group had recorded a higher gross profit of rM5.26 million representing a gross margin of 7.8% compared to 2.5% or rM2.28 million in the previous financial year.

The improvement in gross profit was mainly attributed to better product margin recorded across the product mix. This was achieved on the back of products pricing adjustments carried out in the 2018 financial year.

As a result of better products margin, the loss incurred for the automotive and non-automotive batteries segments had improved with a lower loss before tax of rM68,000 compared to loss before tax of rM2.3 million in fy2017, after excluding the gain on disposal of property in the previous year. The current year performance has also improved with the reduction in the overall fixed cost following the various cost rationalisation initiatives undertaken by the Group.

MANAGEMENT DiSCuSSiON AND ANALYSIS

013 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)

Prospectsandmovingforward

business prospects for 2018/2019 remain challenging despite the stabilisation of the ringgit and lead prices. Market share is expected to shrink and competition more intense with all key players lobbying for stronger foothold.

The Group will continue to implement cost-reduction initiatives and work towards maintaining existing channels and growing new channels for bigger market presence in the challenging economic environment. we will continue with various initiatives to increase brand awareness of our products to reach out to end users with greater product visibility.

On the personal care products segment, the Group is cautious on the opening of more stores as competition has been intense.

we believe that with strong commitment from our Group’s management team and support from our stakeholders, we will continue to weather the challenges ahead of us.

014 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

The Group, whilst pursuing its commitment to the stakeholders, also acknowledges its many social responsibilities to the environment and community at large. The Group believes that participating in social responsibility will benefits both the surrounding community and corporate environment and it remains a foremost business priority and integral part of our corporate culture.

Environment

Despite the migration from manufacturing to distribution business platform, the Group strived to continue with its compliances in respect of the scheduled and non-scheduled waste disposal processes in accordance with government regulations on environment conservation. we have formed a waste Control Committee to constantly monitor the scheduled waste inventory level on a monthly basis to ensure that waste control management complies with Department of Environment regulations at all times.

Old batteries and other lead wastes are properly stored and collected for disposal by Government’s approved agents responsible of disposal for toxic wastes.

we take environmental stewardship seriously and are wholly committed to finding ways to deploy ecologically sound practices.

Community

The Group’s Call Service Centre has provided assistance to many motorists in distress within the klang valley due to faulty battery by providing free battery delivery and installation services. The Group also implemented nationwide warranty claim services via its distributors to provide better after sales services to our customers, by resolving the battery claim issues promptly, if any.

The Group also participated in the 2017 “My Earth My Home” charity walk as one of the sponsors for the event. The charity walk was organised by f.G.S bandar baru klang and held at Taman botani Negara Shah Alam on 30th July 2017. besides raising funds for the needy, the event also raised awareness on environmental protection among the participants from various background.

Workplace

The Group believes its greatest assets are its employees. we place major emphasis on the employees’ health and safety at work. rules and regulations are always enforced by the Management to ensure the employees understand the need to remain vigilant and orderly during and after working hours.

Throughout the year, we invited representative from fpC fire prevention Centre Malaysia to give awareness talk on safety and emergency response in workplaces. The talk aimed to provide our employees a thorough understanding of the safety rules in the event of an emergency. During the talk, staff were instilled with fire prevention knowledge and shown correct ways of using firefighting equipment.

SuSTAiNAbiliTy STATEMENT

015 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

SUSTAINABILITY STATEMENT(CONTINUED)

Social

The Group strives to create a conducive working environment for all our employees. Annual Chinese New year lunch and buka puasa Dinner is organised each year in conjunction with the lunar New year and Hari raya festivals to foster closer relationship amongst the employees of the Group. The Group also granted “The best Employee” award to employee who displayed excellent performance during the year and “The long Services Award” to employees who had been with the Group for more than 25 years, as a recognition of their contribution to the Group’s growth over the decades. Other than that, to ensure our prospects and sustainability are well placed, we provide continuous training to our staff, to ensure they are well prepared to perform their duties with care and professionalism.

During the year, the Company also organised a Chinese New year open house by inviting our many business associates and all employees to a Chinese New year dinner in conjunction with the 50 years Anniversary’s celebration at our premise. we wanted to share the joyful moment with our stakeholders, to build, nurture and maintain a good relationship with our stakeholders to sustain the Group’s future growth.

Marketplace

pursuant to the Group’s business migration from manufacturing to distribution platform, the Group had reviewed its iSO 9001:2008 standard certification for compliance with iSO 9001: 2015, to steer the Group towards excellence in aspects of, amongst others, achieving customers’ satisfaction through supply of quality products at competitive price points, sourcing for quality products from credible suppliers and continuously improving product knowledge and services of the Groups’ distributors and dealers.

The Group will continue to review its agenda for the 2019 financial year as it believes that its Corporate Social responsibility initiatives are interdependent on the growth of the Group and its surrounding environment, community, and stakeholders in the long run.

016 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

COrpOrATE GOvErNANCE OVERVIEWSTATEMENT

The board of Directors (“the board”) of the Company acknowledges the importance of establishing and maintaining good corporate governance within the Group and is committed to applying the principles and practices of the Malaysian Code on Corporate Governance which took effect on 26 April 2017 (“the Code”), to ensure that good corporate governance is practiced throughout the Group to effectively discharge its responsibilities to protect and enhance shareholders’ value.

The Group’s corporate governance practices are continually reviewed and where there might be departures from the principles set out in the Code, efforts will be made to review these practices with a view to compliance.

The board is pleased to present below an overview of the corporate governance practices of the Group during the financial year ended 31 March 2018 (“fy 2018”). The Corporate Governance report which provides details on how the Company has applied each principle as set out in the Code is available on the Company’s website at www.gp-products.com.

PRINCIPLEA:BOARDLEADERSHIPANDEFFECTIVENESS

1.0 Board Responsibilities

1.1 Board Leadership

The board as a whole is responsible for setting and reviewing of goals and strategic directions, overseeing the process and effectiveness of risk management and control environment of the Group and to facilitate the Management’s accountability towards overall well-being of the Group.

The board has established clear roles and responsibilities in discharging its fiduciary and leadership functions. The principal functions and responsibilities of the board include the following:-

i) ReviewingandadoptingstrategicbusinessplansfortheGroup

The board plays a pivotal role in reviewing and approving Management strategies and plans designed to pursue business objectives and ensuring that they continue to remain prudent in the context of the objectives of the business, the economic environment, available resources and reasonable achievability of results. The board reviews and constructively challenges the Management’s views/assumptions in ensuring the best decisions are made after having considered all relevant aspects.

The board deliberates annually the strategic plans proposed by the Management including the annual capital, revenue and profit budget for the ensuing year. This will ensure that the plans correspond with the overall business objectives established and continue to be appropriate in the context of the business opportunities being pursued. To ensure the achievement of the Group’s overall strategic objectives, targets set are cascaded down to the respective divisions and management personnel.

Quarterly reviews of financial performance as well as of the budget were conducted by the board whereby comparison of approved targets against the Company’s actual performance was made. This ensures that the financial performance and the business of the Company are properly monitored and managed.

017 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

The board via the Executive Directors reviews the sustainability of the strategic direction of the respective divisions to ensure the Group achieves the targets in line with the business landscape. The board reviews the Company’s funding requirements and finance matters on a continuing basis including reviewing the capital and solvency positions of the Group and approving major financing arrangements.

based on the annual evaluation for the financial year under review, the board has reviewed the Group’s strategic and financial plan as well as monitored its implementation procedures in achieving the Group’s objectives.

ii) OverseeingtheconductoftheGroup’sbusinesses

The Group’s financial results, including comparison of actual financial performance of key business units against budgeted financial performance, are presented by the Management to the board at its meetings for review. in addition, key business indicators such as key customers’ ageing analysis, inventory ageing analysis and advertising & promotional expenses, are tabled to the Audit Committee for its review and subsequent reporting to the board. key business and financial issues are highlighted to and deliberated by the board to ensure that the issues in question are properly managed and adequately addressed.

iii) Identifying principal risks and ensuring the implementation of appropriate internalcontrolsandmitigationmeasures

The board is kept informed on the emergence and changes of the key risks faced by the Group and the steps taken to manage these risks by the Executive Directors and the Management during scheduled meetings. Members of the board and the Management maintain constant communication among themselves to discuss strategic and operational risks and to formulate and implement proper action plans to manage the risks identified.

iv) ReviewingthemixofskillsandcompetenciesoftheBoardandseniormanagementandtoensuresufficientsuccessionplanningofseniormanagementteamisputinplace

On annual basis, the Nomination Committee is tasked with the duty of assessing the performance of the individual directors (including the Executive Directors) to ensure all the directors possess essential skills and knowledge to discharge their responsibilities. in addition, the remuneration Committee meets on annual basis to review the remuneration packages of the executive directors to ensure that the remuneration packages commensurate with the performance and contribution of the Executive Directors. results of the review and recommendations by both the Nomination and remuneration Committees are tabled to the board for consideration and approval.

The Group has in place informal practices of succession planning whereby competent and suitably qualified second-in-line staffs are identified by the Chairman of the board and/or Executive Directors for the key functions within the Group. The development of the second-in-line staffs is managed through on-the-job training and guidance as well as external trainings to close the competency gap required.

018 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

v) Overseeing thedevelopmentand implementationofashareholdercommunicationspolicy

The Company continuously maintains its commitment to pursuing high standards of corporate disclosure through the dissemination of accurate, consistent, transparent and timely information to its stakeholders. The Company maintains a website at www.gp-products.com which can be conveniently accessed by the shareholders and the general public. The Group’s website is updated from time to time to provide the latest information about the Group, including corporate announcements and quarterly announcements of the Group’s results.

vi) ReviewingtheadequacyandtheintegrityofthemanagementinformationandinternalcontrolsystemsoftheCompany

The internal audit functions of the Group are outsourced to an internal audit firm concentrating on internal business processes and focusing on the distributor management system. The internal audit personnel review the systems of internal control of the Group and distributor management system based on their respective internal audit plans and report their findings to the Audit Committee.

The board has a formal schedule of matters specifically reserved to itself for decisions to ensure that the direction and control of the Group is firmly in its hands. The schedule involves approval of major capital expenditure projects and consideration of assets acquisition and divestment policies, significant financial matters including financial and operating performance of the Group.

The board comprises members with a wide range of experience in industrial engineering, management, marketing, trading, administration, finance and accounting. The combination of skills and experience of the Directors set forth a synergy of strength in charting the direction of the Group. The profiles of the members of the board are set out in pages 10 and 11 of this Annual report.

The board, in carrying out its stewardship responsibility, has delegated certain responsibilities to the Audit Committee, Nomination Committee and remuneration Committee. All committees have clearly defined terms of reference. The Chairmen of the various committees will report to the board the outcomes of the committee meetings. The Management is accountable to the board and fulfill their responsibility through the provision of reports, briefings and presentations Chairmen on a regular basis and attending board of Directors’ Meeting by invitation.

1.2 SeparationofPositionsoftheChairmanandtheExecutiveDirector

The roles of the Executive Chairman and Executive Director of the Company are held by separate persons with individual duties, responsibilities and functions. Each of them has their respective defined duties and authority, thus ensuring that a balance of power is maintained for independent decision-making.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

019 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

1.3 CompanySecretary

The board has direct access to the advice and services of the Company Secretary especially relating to procedural and regulatory requirements. The Company Secretary plays significant role in supporting the board for ensuring that all governance matters and board procedures are followed and that applicable laws and regulations are complied with. These include obligations of Directors relating to disclosure of interests and disclosure of any conflicts of interest in transactions with the Group.

The Company Secretary facilitates the communication of key decisions and policies between the board, board Committees and senior management. in ensuring the uniformity of the board’s conduct and effective boardroom practices throughout the Group, the Company Secretary has oversight on the overall corporate secretarial functions of the Group.

The Company Secretary also ensures that all board and board Committee meetings are properly convened and that accurate and proper records of the deliberations, proceedings and resolutions passed are recorded and statutory registers are properly maintained at the registered office of the Company. while the board ensures that the minutes of meetings accurately reflect the deliberations and decisions of the board, including whether any Directors abstained from voting or deliberating on a particular matter. The Company Secretary also ensures that the minutes of meetings are circulated in a timely manner.

The Company Secretary with Chartered Secretaries qualifications is qualified to act as chartered secretary under Section 235 of the Companies Act, 2016.

1.4 Board Charter

The board had adopted a board Charter which provides guidance to the board in relation to its role, duties, responsibilities and authorities which are in line with the principles of good corporate governance. The board Charter serves as a source of reference for board members, and the same is accessible to the public on the Company’s website.

The board will review the board Charter from time to time and update the content in accordance with the needs of the Company to ensure its effectiveness and consistency with the board’s objectives and corporate vision.

1.5 CodeofConductandEthics

The board has formalised a Code of Conduct and Ethics for its Directors and employees which sets out the standard of business conduct and ethical behavior expected of Directors/employees of the Group in the performance and exercise of their respective duties and responsibilities, with the aim of cultivating good ethical business conducts to promote transparency, integrity, accountability and social responsibility. The Directors and employees are expected to behave ethically and professionally at all times to protect and promote the reputation and performance of the Company. The Group communicates the Code of Conduct and Ethics to its Directors upon their appointment. The Code of Conduct and Ethics is made available on the Company’s website.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

020 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

1.6 Whistle-blowing

The Company has in place a whistle-blowing policy which serves as a guide to the employees on how to raise genuine concerns related to possible improprieties in matters of financial reporting, non-compliance or other malpractices at the earliest opportunity and in an appropriate way.

1.7 SustainabilityofBusiness

The Company recognises the importance of sustainability and its increasing relevance to the Group’s businesses. The Company is committed to carry out business operations in a manner that will create minimum impact on the environment and the community, while creating value for the stakeholders.

Details of the Group’s sustainability initiatives can be found in the Sustainability Statement included in this Annual report on pages 14 and 15.

1.8 AccesstoInformationandAdvice

All Directors are provided with an agenda and a set of board papers prior to the board meetings or Committee meetings seven days prior to the meeting(s) or any other time frame agreed with the board when necessary, to enable them to peruse the papers and if necessary, to obtain the necessary information or explanations and where necessary, to seek any clarification before or during the meeting. board papers are comprehensively prepared to cover many aspects of matters being considered, enabling the board to look at both quantitative and qualitative factors when dealing with any item on the agenda so that informed decisions can be made. Amongst the topics tabled at board Meetings are the Group’s financial performance, business plans and proposals, quarterly result announcements, proposed policies and procedures, operational issues and updates on statutory regulations and requirements affecting the Group.

The board recognises that its decision making process is largely dependent on the quality of information furnished. All Directors have unrestricted access to information of the Group on an on-going basis. The board has access to the Senior Management to seek clarification and understanding for information relating to the Group’s business affairs to enable the board to discharge their duties effectively to arrive at informed decisions. where necessary, the board may engage independent professional advisers at the Group’s expense on specialised issues to enable them to discharge their duties proficiently. Any Director seeking independent advice must first discuss the request with the Chairman of the board who will facilitate obtaining such advice and, where appropriate, disseminate the advice to all Directors. it is expected that any significant issues are communicated to the Chairman of the board, Executive Director, Group financial Controller or Company Secretary.

Senior Management staff or professional advisers appointed by the Company to advise the Company on its corporate proposals may be invited if necessary to attend the board meetings and to provide the board with explanation and clarifications to facilitate informed decision making on any matters. These matters include the approval of the annual company plans, major acquisitions or disposal of a business or assets and changes to management and control structure of the Group, namely, key policies and authority limits.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

021 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

2.0 BoardComposition

2.1 BoardCompositionandIndependence

The Company is headed by an effective board with five members, comprising an Executive Chairman, an Executive Director and three Non-Executive Directors, two of whom are independent. The Company has complied with the provisions of the Main Market listing requirements of bursa Malaysia Securities berhad (“MMlr”) for independent directors to make up at least one third or a number nearest to one third of the board membership and for a director to be qualified under paragraph 15.09 (1)(c) of the MMlr to sit on the Audit Committee.

The composition of the board is deemed fairly balanced to complement itself in providing the

industry-specific knowledge, technical, and commercial experience. This balance enables the board to provide clear and effective leadership to the Company and to bring informed and independent judgment to various aspects of the Group’s strategies and performance.

The board recognises the importance of independence and objectivity in the decision making process. The board is committed to ensuring that the independent Directors are able to exercise independent judgment and act in the best interests of the Group.

The board has undertaken an annual assessment of the independence of the independent

Directors via disclosed interests, and the criterias for assessing their independence were developed by the Nomination Committee and adopted by the board. The current independent Directors of the Company have fulfilled the criteria of “independence” as prescribed under Chapter 1 of the MMlr.

The board does not have term limit policy for independent Directors and is of the view that the independence of the independent Directors should not be determined by their tenure of service. The board is confident that the independent Directors themselves, having provided all the relevant confirmation on their independence, will also be able to determine if they can continue to being independent and provide objective judgment on board deliberations and decision making.

The board is of the opinion that the presence of the existing independent Directors, though not forming half of the board’s composition, amply provides the element of independence in the board’s composition and conduct, giving the assurance that there is balance of power and authority on the board. The board will review its composition from time to time to ensure that such level of independence is not in any way compromised.

The board recognises the Code’s recommendation that the tenure of an independent director should not exceed a cumulative term of nine years. upon completion of nine years, the independent Director may continue to serve on the board as an independent Director subject to assessment by the board and shareholders’ approval at the general meeting. if the board continues to retain the independent Director beyond twelve years of tenure of office, the board shall seek Shareholders’ approval at an annual general meeting through a two-tier voting process. Currently, none of the independent Directors of the Company has served the board for a cumulated term of more than nine years.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

022 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

2.2 BoardDiversity

The board has adopted a board Diversity policy which aims to set out the approach for achieving a diversified board for the Company’s board of Directors.

The Company does not set any specific target for boardroom diversity. The board is of the view that while promoting boardroom diversity is essential, the normal selection criteria based on an effective blend of competencies, skills, extensive experience and knowledge to strengthen the board should remain a policy. The board also endeavours to have diversity in its workforce in terms of experience, qualification, ethnicity and age.

2.3 FosterCommitment

Each Director does not hold more than five directorships in public listed companies to ensure that they have sufficient time to focus and discharge their duties and responsibilities. The board is satisfied with the time and level of commitment given by the Non-Executive Directors towards fulfilling their roles and responsibilities as Directors of the Company during the fy2018.

The board meets at least twice officially in a financial year with additional meetings convened as and when necessary with due notice of issues to be discussed given to each director. The Company Secretary attends all board Meetings. informal meetings and consultation among the Directors are also held frequently and freely to share knowledge and expertise.

for fy2018, two scheduled board Meetings were held. The details of attendance of each individual Director are as follows :-

DirectorsDatesofBoardMeetings %of

Attendance22/05/2017 21/11/2017

Mr poh weng Choon √ √ 100

Mr Gan lock yong @ Gan Choon Hur

√ √ 100

Mr lee yu-Jin √ √ 100

Mr Ou wee Sun √ √ 100

En Abdul rasip bin Haron √ √ 100

√ - present

All proceedings of the board Meetings which include decisions made and all issues discussed by the board in arriving at the decisions were properly recorded in minutes of meetings. Draft minutes of the board Meetings were circulated to the Directors for confirmation prior to the minutes being signed by the chairman of the meetings. The board is satisfied with the level of commitment given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company. The Directors are aware of the maximum number of directorships rule set by bursa Malaysia and all the Directors of the Company comply with the rule of holding not more than five directorships in public listed companies.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

023 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

2.4 Re-electionofDirectors

The Company’s Articles of Association provide that one third of the Directors or, if their number is not a multiple of three, then the number nearest to one-third shall retire from office and be eligible for re-election at every annual general meeting of the Company. All Directors shall retire from office at least once in every three years but shall be eligible for re-election.

Newly appointed Directors shall hold office until the next annual general meeting and shall be eligible for re-election, but shall not be taken into account in determining the number of Directors who are to retire by rotation at such meeting.

2.5 Directors’Training

All the Directors have completed the Mandatory Accreditation programme in compliance with the MMlr. The board acknowledges that continuous training is important to broaden the Directors’ perspective and to keep them abreast with regulatory and corporate governance developments. A brief induction of the Group will be provided to newly appointed Directors to acquaint themselves with the Group’s business operations and practices.

During the fy2018, the Directors have attended some talks/seminars/training courses which covered the following topics :

• CGBreakfast serieswithDirectors : Integratingan InnovationMindsetwithEffectiveGovernance;

• CGBreakfastseriesforDirectors:Leadinginavolatile,uncertain,complex,ambiguous(vuCA) world;

• CorporateGovernancebriefingsessions:MCCGReporting&CGGuide;• EffectiveInternalAuditFunctionforAuditCommittee(AC)Workshop;• AdvocacySessiontoenhanceQualityofManagementDiscussion&Analysis(“MD&A”)

for CEOs and CfOs of listed issuers; and• MIAInternationalAccountantConference2017.

in addition, the board is regularly updated on the latest updates on MMlr and other regulatory requirements relating to the discharge of Directors’ duties and responsibilities.

2.6 NominationCommittee

The Nomination Committee was formed on 18 March 2002 comprising exclusively Non-Executive Directors.

The present members of the Nomination Committee are:-

(i) Mr lee yu-Jin(ii) En Abdul rasip bin Haron(iii) Mr Ou wee Sun

The main responsibilities of the Nomination Committee are stipulated in the Terms of reference of the Nomination Committee which include recommending suitable new nominees for appointment as Directors to the board and to fill the seats on board Committees wherever necessary for the board’s consideration and reviewing annually the board’s required mix of skills, knowledge, experience, effectiveness and frequency of board meetings, diversity in age, gender, race and ethnicity as well as extent of functions performed by the board Committees.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

024 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

The board had put in place a formal process for the assessment on the effectiveness of the board as a whole, the board Committees, contribution of each individual director, assessment of independence of the independent director(s), as well as assessment of the term of office and performance of the Audit Committee and each of its members, and the assessment is done on an annual basis by the Nomination Committee.

NominationandRecruitmentProcess

Candidates nominated for appointment as new directors are first reviewed and considered by the Nomination Committee, which will then make suitable recommendation to the board for decision. The Nomination Committee makes its review in accordance to the “procedure for Nomination and Selection of Candidates for Directorship” which had been approved by the board. it is a policy of the board that candidates with sufficient and relevant knowledge, skills and competency are sought to serve as members of the board to effectively discharge its responsibilities and duties and contribute to the governance of the Group. The criteria for selection of directors involve assessment of, amongst others, the candidate’s personal and professional ethics and integrity, objectivity and potential conflicts of interest, understanding of the duties and responsibilities of a director of a listed entity, interpersonal skills, knowledge of the industry or work experience, and relevant academic and/or professional qualifications.

The process for the nomination and selection of a Director per the policy involves identification of potential candidates for consideration, evaluation of suitability of candidates based on agreed upon criteria for experience, knowledge and skill, meeting up with candidate and background check, before final deliberation by Nomination Committee. The Nomination Committee will recommend the candidates to be approved and appointed by the board. The Company Secretary will ensure that all appointments are properly made, all the necessary information is obtained as well as all legal and regulatory obligations are met.

AnnualAssessment

The Nomination Committee meets as and when required. The Nomination Committee met once during the fy2018 and all the members attended the meeting. The activities undertaken by the Nomination Committee were as follows:

i) reviewed the board structure, size and composition, and was satisfied with the review given the size of the Group and its business operations.

ii) reviewed and evaluated the effectiveness of the board as a whole, the board Committees, the contribution of each of the individual Director, the independence of the independent directors as well as assessment of the term of office and performance of the Audit Committee and each of its members based on the criteria set out in the annual assessment form.

The effectiveness of the board and the board Committees were assessed in the areas of the board’s size, structure, board’s mix of skills, knowledge, experience, qualities, effectiveness and frequency of meetings, diversity in age, gender, race and ethnicity. The assessment of individual directors was carried out under board dynamics and participation, competency and capability, contributions towards business development and growth, exercise of independent judgement and objectivity with integrity. The performance of each Non-Executive Director was also carefully considered, including whether the person could devote sufficient time to the role. This process also examines the ability of each board or Committee member to give input at meetings and to demonstrate professionalism and integrity in the decision-making process.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

025 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

The Nomination Committee was satisfied with the experiences, contributions, competencies and skill mix of the Directors to enable the board and the board Committees to discharge their respective duties and responsibilities effectively, as well as with the independence of the independent Directors.

iii) Evaluated the balance of skills, knowledge and experience of the board to ensure balance of power and authority, and a clear division of responsibilities at the head of the Company.

All assessments and evaluations carried out by the Nomination Committee are properly documented.

3.0 Remuneration

3.1 RemunerationCommitteeandRemunerationPoliciesandProcedures

The remuneration Committee was formed on 18 March 2002 to assist the board in developing and establishing competitive remuneration policies and packages extended to the executive and non-executive members of the board.

The present members of the remuneration Committee are:-

(i) Mr lee yu-Jin (ii) Mr Ou wee Sun

The remuneration Committee’s main responsibility is to review and recommend to the board the framework of Executive Directors’ remuneration, in particular, the remuneration package for the Executive Directors in all its forms, drawing from outside advice where necessary, and fees payable to the Non-Executive Directors. The board as a whole determines the remuneration package of Non-Executive Directors. The respective Directors shall abstain from deliberations in respect of their own remuneration packages.

The remuneration Committee met once during fy2018 with full attendance of its members.

Thelevelandmake-upofremuneration

The board ensures that the levels of remuneration for Directors are sufficient to attract and retain Directors needed to run the Group effectively. The remuneration of each director reflects the responsibility and commitment, which goes with the board membership. in the case of Executive Directors, the component parts of remuneration are structured to link rewards to individual and corporate performances while ensuring that the level of remuneration commensurate with the market, the experience and the level of responsibilities undertaken. The Executive Directors are not paid any director’s fee. in the case of Non-Executive Directors, the level of fees are linked to the contribution and level of responsibilities undertaken by the individual director, including the time spent on the Group’s matters, as well as the size of the Group’s business.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

026 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Procedure

The board had adopted a standard policy to assist the remuneration Committee in carrying out its duties within its terms of reference. under the policy, the remuneration Committee reviews and formulates the remuneration packages of the Executive Directors and makes suitable recommendations thereon to the board for approval. The fees of the Non-Executive Directors, which payments are subjected to the shareholders’ approval, are the ultimate responsibility of the board after considering the recommendation of the remuneration Committee. The Directors do not participate in discussion on their own remuneration.

DisclosureonDirectors’Remuneration

The aggregate remuneration paid or payable to the Directors of the Company for the fy2018 are as follows:-

Company Group

Fees(RM)

Salaries(RM)

Bonus(RM)

Contribution todefined

contributionplan(RM)

ExecutiveDirectorspoh weng ChoonGan lock yong @ Gan Choon Hur

65,600

174,600

32,800

14,550

11,808

19,266

Non-ExecutiveDirectorslee yu-JinOu wee SunAbdul rasip bin Haron

12,00012,00012,000

–––

–––

–––

range of remuneration paid to the senior management of the Company for fy2018 is set out below:-

Senior RangeofRemuneration Management

rM100,001-150,000 1 rM150,001-200,000 – rM200,001-250,000 1

Total 2

* The above remuneration of senior management reflects remuneration paid to the Executive Director(s) of the Company.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

027 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

PRINCIPLEB:EFFECTIVEAUDITANDRISKMANAGEMENT

1.0 AuditCommittee

The Audit Committee reviews the Group’s financial quarter results to ensure accuracy and completeness before the same are presented to the board for approval. in respect of the year-end financial statements, the Audit Committee reviews the audit findings and issues raised by the Auditors for appropriate audit adjustments to be made to the financial statements prior to the board’s approval. ultimately, the board is responsible for ensuring the financial quarter results and the year-end financial statements present a balanced and fair assessment of the Company and/or the Group’s financial position and prospects. upon the board’s adoption of the quarterly results and financial statements, the Secretary release the same to bursa Malaysia Securities berhad. The terms of reference of the Audit Committee provides that in the event of a proposal to appoint a former key audit partner of the external auditors as a member of the Audit Committee, the Company has to ensure that such former key audit partner has observed a cooling-off period of at least two years from his/her last engagement as external audit partner for the Company.

An internal compliance framework exists to ensure that the Group meets its obligations relating to related party transactions under the MMlr. The Audit Committee reviews and considers any related party transactions (including recurrent related party transactions) and conflict of interest situations that may arise within the Company or Group. A Director who has an interest in a transaction must abstain from deliberation and voting on the relevant resolution in respect of such transaction at the board meeting and any general meeting convened to consider such matters.

2.0 AssessmentofSuitabilityandIndependenceofExternalAuditors

The Company maintains a good professional relationship with the external auditors through the Audit Committee and the board in seeking advice on accounting matters and ensuring compliance with the relevant accounting standards. The key features underlying the relationship between the Audit Committee and the external auditors are set out in the Audit Committee’s terms of reference.

in line with the External Auditors Assessment policy adopted by the Company, the Audit Committee reviews on an annual basis, the appropriateness of External Auditors’ continued engagement in the light of their independence, performance and quality of related services. The Audit Committee considered several factors including the adequacy of experience and resources of the firm, professional staff assigned to the audit and the level of non-audit services to be rendered by the external auditors to the Group for the financial year under review. Open communication and interaction are engaged by the Audit Committee together with the lead audit engagement partner and engagement team through discussions, which demonstrated their independence, objectivity and professionalism. in the course of the audit, the external auditors will also highlight to the Audit Committee and the board on matters that require the Audit Committee’s or the board’s attention together with the recommended corrective actions thereof.

The Management is responsible for ensuring that the agreed corrective actions are undertaken within an appropriate time frame. The board is aware of the potential conflict of interest situation that may arise if the Company’s external auditors are engaged to provide non-audit services to the Group. in order to mitigate this risk, proper consultation with the External Auditor and Audit Committee will be made to ensure there is no conflict of interest situation prior to any appointment.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

028 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

The Audit Committee procured a confirmation from the External Auditors via the Audit plan that they were and had been independent throughout the conduct of the audit engagement in accordance with their firm’s requirements and with the terms of relevant professional and regulatory requirements, and was thus satisfied with the suitability of the External Auditors based on the quality of services and sufficiency of resources they provided to the Group.

The External Auditors also provided a confirmation that they have reviewed the non-audit services provided to the Group during the year and that to the best of their knowledge, the non-audit services did not impair their independence.

The External Auditors are invited to attend the annual general meetings of the Company and are available to answer the shareholders’ enquiries on the conduct of the statutory audit and the preparation and contents of their audit report.

3.0 RiskManagementandInternalControlFramework

The risk management and internal control system is regularly updated by the Management and relevant recommendations are made to the Audit Committee and the board for approval. The Company continually reviews its internal control processes and procedures to ensure it maintains a sound system of internal controls to safeguard the Group’s assets and shareholders’ investments as far as possible. Details of the Company’s internal control system and the controls in place to review its effectiveness are set out in the board’s Statement on risk Management & internal Control on pages 34 to 37 of the Annual report.

The Group has outsourced the internal audit function to a professional service firm which is independent of the activities and operations of the Group. The outsourced internal auditors report directly to the Audit Committee. During the financial year, the Audit Committee had undertook a review of the effectiveness of the internal audit function based on an assessment questionnaire, and no material issue nor major deficiency which pose a high risk to the overall system of internal control under review had been noted.

Details on the internal audit function are set out in the Audit Committee report and the Statement on risk Management and internal Control of this Annual report.

PRINCIPLEC: INTEGRITY IN CORPORATE REPORTING ANDMEANINGFUL RELATIONSHIPWITHSTAKEHOLDERS

1.0 CommunicationwithShareholdersandInvestors

The Group recognises the need to inform the shareholders of all significant developments concerning the Group on a timely basis, with strict adherence to the bursa Securities listing requirements. Shareholders are kept informed of all major developments within the Group by way of announcements via the bursa link, the Company’s Annual reports, website and other circulars to shareholders with an overview of the Group’s financial and operational performance.

Shareholders, investors and the general public are able to obtain financial and corporate information of the Group and its services from the Company’s website, www.gp-products.com. in addition to the Company’s compliance with the continuing disclosure obligations contained in the MMlr, shareholders are kept informed of the Group’s progress through the provision of the financial quarter results, the Annual report and via annual general meetings.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

029 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

2.0 ConductofGeneralMeetings

The Annual General Meeting (“AGM”) of the Company represents the principal forum for dialogue and interaction between the board and the shareholders, during which the shareholders are given the opportunity to raise questions pertaining to the resolutions tabled thereat or business activities of the Group. Extraordinary General Meeting (“EGM”) is held as and when shareholders’ approvals are required on specific matters. Notices of AGM and EGM are sent out to the shareholders within a reasonable and sufficient time frame.

Shareholders are encouraged to attend and participate in the AGM where the board presents the performance and progress of the business of the Group during the particular financial year as contained in the Annual report. They are given the opportunity to seek clarifications on the Group’s performance, business activities and prospects as well as to communicate their expectations and concerns of the Group wherein, the Directors, the Group financial Controller and the External Auditors are available to respond to queries and to provide explanation on any issue raised thereat.

A press conference is usually held immediately after the AGM or EGM whereat the board members inform the media of the resolutions passed, and answer questions posed on the Group’s operations and plans.

The board has identified Mr Ou wee Sun as the senior independent non-executive director to whom queries and concerns regarding the Company may be conveyed by the shareholders or investing public via fax no. 03-40436750 or by mail to the Company’s registered office.

Poll Voting

in line with paragraph 8.29A of the MMlr, any resolution set out in the notice of any general meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, must be voted by poll. Hence, voting for all the resolutions as set out in the forthcoming and future general meetings will be conducted as such. An independent scrutineer will be appointed to validate the votes cast at the general meetings.

OTHERINFORMATION

a) AuditandNon-AuditFees

The fees incurred for services rendered to the Company and its subsidiaries by the Company’s external auditors, or a firm affiliated to the external auditors for fy2018 were as follows:-

Group Company (RM) (RM)

Audit fees 100,460 36,000Non-Audit fees 5,000 5,000

b) MaterialContracts

During the financial year, there were no material contracts entered into by the Company and its subsidiaries, which involved the Directors’ and/or major shareholders’ interests.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

030 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

c) RecurrentRelatedPartyTransactions(“RRPT”)

During fy2018, the Group did not have a shareholders’ mandate for rrpT. As a result, all relevant and necessary announcements related to rrpT had been made once they reached the threshold limit. All rrpT were carried out in the ordinary course of business and on terms and conditions that were not materially different from those transactions with unrelated parties.

The values of the rrpT conducted between the Company’s subsidiaries with the related parties during the financial year were as follows:-

Related Parties

TransactingParties

Natureoftransactions

Interested Director and Major Shareholder

Amounttransacted

(RM)

• JasaKita Auto Sdn bhd (“JkA”)

• JasaKita Trading Sdn bhd (“JkT”)

• GP Marketing Sdn bhd

• GP Autobat Sdn bhd (“Gp Autobat”)

Sale of automotive batteries and related accessories.

• JKAandJKTarewholly-owned subsidiaries of Jasa kita berhad (“Jkb”).

• Tan Sr i Dato’ TanHua Choon, a major shareholder of the Company, is also the major shareholder of Jkb, with a direct s h a r e h o l d i n g o f 31.89% in Jkb and an indirect interest of 8.44% held via his son, Dato’ Sri Tan Han Chuan, who is also an Executive Director of Jkb.

2,527,343

JkT Gp Autobat royalty payment by JkT to Gp Autobat for the appointment of JkT as Gp Autobat’s authorised distributor with non-exclusive r ight to distr ibute t h e a u t o m o t i v e batteries and related accessories.

43,843

Total 2,571,186

DIRECTORS’RESPONSIBILITYSTATEMENT

The Directors are responsible for ensuring that the financial statements of the Company and the Group for each financial year are drawn up in accordance with the applicable approved accounting standards of Malaysia and the provisions of the Companies Act, 2016 so as to give a true and fair view of the Company and the Group’s state of affairs, results and cash flow position for the financial year.

The Directors consider that in preparing the financial statements for the year ended 31 March 2018, the Group had used appropriate accounting policies and applied them consistently and prudently. The Directors also noted that all relevant accounting standards had been followed in the preparation of these financial statements.

The Directors are also responsible for ensuring that the Company keeps adequate accounting records, which disclose with reasonable accuracy the financial position of the Company and the Group at any point of time. in addition, the Directors have taken steps to safeguard the assets of the Company and the Group to prevent and detect fraud and other irregularities.

CORPORATEGOVERNANCEOVERVIEWSTATEMENT(CONTINUED)

031 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

AuDiT COMMITTEE REPORT

1. COMPOSITION

The Audit Committee was established by the board of Directors on 23 June 2000 and its current members are:-

ChairmanMr Ou wee Sun (independent Non-Executive Director)

MembersEn Abdul rasip bin Haron (independent Non-Executive Director)

Mr lee yu-Jin (Non-independent Non-Executive Director)

2. TERMSOFREFERENCE

The Audit Committee is to assist the board of Directors in discharging its statutory duties and responsibilities relating to accounting and reporting practices of the holding company and each of its subsidiaries. The Terms of reference of the Audit Committee are available for viewing on the Company’s website at www.gp-products.com.

3. MEETINGSOFTHEAUDITCOMMITTEE

for financial year ended 31 March 2018, the Audit Committee had four scheduled meetings and the attendance record of each Audit Committee member at these meetings are as follows:-

AuditCommitteeMembers

DatesofMeetings %of Attendance

22/05/2017 22/08/2017 21/11/2017 08/02/2018

Mr lee yu-Jin √ √ √ √ 100

En Abdul rasip bin Haron

√ √ √ √ 100

Mr Ou wee Sun √ √ √ √ 100

√ - present

The Group’s internal Audit Consultants and some non-member Directors attended the meetings by invitation. The external auditors also attended two of the four scheduled meetings where they had, amongst others, held discussion with the Audit Committee without the presence of executive board members and the management.

The minutes of each Audit Committee Meeting were documented and distributed to all members of the board.

032 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

4. SUMMARYOFACTIVITIES

During the financial year ended 31 March 2018, the activities of the Audit Committee included, among others, the following:-

• ReviewedtheGroup’sfinancialquarterresultsandmadesuitablerecommendationsthereonto the board for adoption prior to their release to bursa Malaysia Securities berhad.

• Reviewedtheexternalauditors’reportsonauditfindingsandtheaccountingissuesarisingfromthe audit before appropriate audit adjustments were made to the Group’s financial statements for fy2017.

• Discussed with the external auditors, the Group Audit Plan which set out the auditors’responsibilities and approach to auditing the financial statements of the Group for fy2018.

• ReviewedtheAuditPlanningMemorandumfromtheexternalauditorsforthefinancialyearended 31 March 2018.

• Discussedwiththeexternalauditors,theimpactofthenewaccountingstandardsissuedbythe Malaysian Accounting Standards board on the Group’s financial Statements for fy2018.

• ReviewedbudgetoftheGroupinrespectofthefinancialyearended31March2018.

• ReviewedandmonitoredtheDebtors’ageingreportsforboththeexportandlocalsalesona quarterly basis and evaluated the effectiveness of the Group’s practices in monitoring and controlling any major excess of pre-agreed credit terms and limits of each customer account.

• Reviewedtheproposalsonprovisionfordoubtfuldebtsandthewritingoffofbaddebtsbeforesuitable recommendations were made to the board for approval.

• Reviewed the audit reports presented by the internal auditors on their findings andrecommendations with respect to system and control weaknesses on areas relating to business risk profile v and internal Audit plan, Salesmen Commission Scheme, and follow-up audit on warranty Management. The Audit Committee then proposed to the board of Directors for certain control weaknesses to be rectified and recommended for improvements be implemented.

• Reviewedwiththeinternalauditconsultant,externalauditorsandthemanagement,theadequacyof the existing policies, procedures and systems of internal control of the Group.

• ConsideredmattersrelatingtocorporategovernanceincompliancewiththeBursaSecuritieslisting requirements and the Malaysian Code on Corporate Governance.

• EvaluatedtheperformanceoftheInternalAuditorsbasedontherequisitecriteriasetoutinthe “internal Auditors Evaluation form”.

AUDIT COMMITTEE REPORT(CONTINUED)

033 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

AUDIT COMMITTEE REPORT(CONTINUED)

5. INTERNALAUDITFUNCTION

The Group has outsourced its internal audit function to a professional service firm which is independent of the activities and operations of the Group as well as free from any relation or conflict of interest or undue influence of others which could impair their independence. The internal Auditor reports directly to the Audit Committee.

The internal audit consultant provides independent and reasonable assurance that the Group’s systems of internal controls are adequate and continue to operate satisfactorily and effectively. The internal audit consultants provides the Audit Committee with independent and objective reports on the state of internal controls of the Group, the extent of compliance with the established policies, procedures and relevant statutory requirements, the extent the Group’s assets are accounted for and safeguarded, and improvements to operations, processes and control systems.

The costs incurred for the internal audit function in respect of the financial year ended 31 March 2018 was rM112,000.

A summary of the activities performed by the internal audit consultants during the financial year 2018 is set out in the Statement on risk Management & internal Control on pages 34 to 37 of this Annual report.

034 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENT ON riSk MANAGEMENT & INTERNAL CONTROL

Introduction

in compliance with paragraph 15.26(b) of bursa Securities Main Market listing requirements and the “Statement on risk Management & internal Control - Guidelines for Directors of public listed issuers”, the board is committed in maintaining a sound system of risk management and internal control in conduct of its business operations and pleased to present the Statement on risk Management and internal Control which outlines the nature and scope of risk management and internal control of the Group during the financial year ended 31 March 2018.

TheBoard’sResponsibility

The board recognises its overall responsibility for the adequacy and effectiveness of the risk management framework and system of internal controls within the Group. The board, through its Audit Committee, reviews the adequacy and effectiveness of the risk management and internal control system in relation to the internal audits conducted by an independent assurance provider during the financial year under review. The audit observations, together with management response and proposed action plans are presented to the Audit Committee on a quarterly basis. in addition, the review of the internal audit reports is part of the agenda of the board meeting.

The board ensures that the risk management and internal control systems manage the Group’s relevant and material risks within its risk appetite in pursuing its strategies and business objectives. However, the board is equally aware that such systems and processes are designed to manage rather than eliminate the risk of failure to achieve the goals and objectives of the Group. in this regard, the risk management framework and internal control system can only provide reasonable assurance, and not absolute assurance against material misstatement of financial information and records or against financial losses or fraud.

RiskManagementFramework

The Group adopts enterprise risk management approach and all the active businesses of the companies within the Group are considered and categorised in accordance with their main functional activities. responsibility of risk management and control is delegated to the appropriate levels of management within the Group. This process has been in place for the financial year under review and up to the date of approval of the annual report and financial statements.

The main features of the risk management process are as follows:

a) Establish the context of risk in relation to the Group’s risk appetite

The amount of risk, on a broader level, acceptable to the Group in pursuing the various business objectives is determined by the senior management.

035 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL(CONTINUED)

b) risk identification in relation to the objectives of every business function

The risks are identified through a series of interviews and discussions with the risk owners, i.e. key personnel and management of the Group. The risk identification process includes consideration of both internal and external environment factors. External environmental factors include economic and political changes, changes in the behavior of competitors, new regulations or legislation and technological developments. internal factors include changes in key personnel, introduction of new or revision of existing policies and procedures.

The risks are also classified into the following four categories:

• BusinessRisks• StrategicRisks• OperationalRisks• FinancialRisks

c) Assess the potential impact and likelihood of the risks identified and hence their risk levels The impact of the risk is rated on a scale of A to E (A to indicate the lowest impact and the E to

indicate the highest impact). whereas the likelihood of a risk is rated on a scale of 1 to 5 (1 to indicate lowest probability and 5 indicate the highest probability). The risk level shall be rated low, medium and high according to the risk Analysis Matrix.

d) Ongoing monitor and review risk mitigating measures, risk levels and emerging risks

All the identified risk and mitigating measures are documented into a “business risk profile”. in view of a constantly changing environment and competitive landscape, the business risk profile of the Group is updated on an ongoing basis and approved by the board.

The business risk profile serves as a tool for the heads of department / business unit for managing key risks applicable to their areas of business. All key risks and issues are regularly reviewed and resolved by the Management team at regular meeting. Through these mechanisms, key risks identified in the business risk profile are assessed in a timely manner and control procedures are re-evaluated accordingly in order to ensure that the key risks are mitigated to an acceptable level.

The internal Audit function reviews the effectiveness and adequacy of control procedures adopted by the Company on a regular basis in mitigating the key risks identified in the business risk profile. Any weaknesses noted during the audit review are reported to the Audit Committee. Through these mechanisms, the Audit Committee can be assured that the key risks of the Company are regularly reviewed and appropriately managed to an acceptable level.

036 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

SystemofInternalControls

The key elements of the Group’s system of internal controls that the board has established in reviewing the adequacy and effectiveness of the risk management and internal control system are as follows:

• Awell-definedorganisationalstructurewithproperdelegationofresponsibilitiesandaccountability,including authorisation levels for all aspects of business operations.

• To ensure the uniformity and consistency of practices and controlswithin theGroup, StandardOperating procedures (“SOp”) have been formalised and documented for the key business processes. The SOps are regularly updated to ensure that they remain current, relevant and aligned with business environment and operation needs.

• TheSOPsaresubjectedtoreviewandimprovementalongsidetheinternalauditreviewoftheselectedarea of operations.

• Appropriatequalifiedpersonnelareresponsiblefortheoperationandmonitoringofeffectiveinternalcontrol. Management accounts and progress report are prepared monthly for effective monitoring and decision making.

• FinancialresultsarepreparedandpresentedtoManagementandtotheBoardandAuditCommitteeon quarterly basis for effective monitoring and decision making.

• AnnualbudgetsoftheGroup’soperatingunitsaredevelopedinlinewiththeGroup’sstrategiesandrisk appetite are reviewed and approved by the board. Any variances of actual performance against budget are monitored and reported on a monthly basis to Management and quarterly to the board. Appropriate actions are devised to address any areas of concerns arising from the regular review.

• TheExecutiveDirectorsactsasthechannelofcommunicationbetweenBoardandtheManagement.The Executive Directors are empowered to manage the businesses of the Group and implement the board’s directives and policies.

• Risk-basedinternalaudits,i.e.focusingonkeyriskareasarecarriedouttoprovideindependentassurance on the effectiveness and efficiency of the Group’s system of internal controls and advise the management on areas for improvements.

• TheAuditCommitteemeetsat least four timesa year. TheCommitteemeetswith the internalauditors and external auditors to review their reports. The Audit Committee reviews the significant audit observations and/or area of improvement and ascertains that appropriate remedial actions or improvements are taken by the management. The Committee also evaluates the adequacy, effectiveness and efficiency of the Group’s internal control systems.

Through the establishment of sound internal control, which includes monitoring reporting systems, the board reports that the existing system of internal controls is satisfactory. No material losses have occurred during the financial year under review as a result of weakness in internal control. The board together with management continue to take measures to strengthen the control environment.

STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL(CONTINUED)

037 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL(CONTINUED)

AssurancefromManagement

in accordance with the Statement on risk Management & internal Control – Guidelines for Directors of listed issuers, the board has received assurance from the Executive Directors that to the best of their knowledge the risk management and internal control system of the Group are operating effectively and adequately, in all material respects, based on the risk management and internal control described above.

ReviewofthestatementbyExternalAuditors

As required by paragraph 15.23 of the bursa Malaysia Securities berhad Main Market listing requirements, the External Auditors have reviewed this Statement on risk Management & internal Control. The External Auditors have reported to the board that nothing has come to their attention that causes them to believe that this Statement is inconsistent with their understanding of the process the board has adopted in the review of the adequacy and integrity of internal control system and risk management of the Group.

039 DirECTOrS’ rEpOrT

043 STATEMENT by DirECTOrS

043 STATuTOry DEClArATiON

044 iNDEpENDENT AuDiTOrS’ rEpOrT

049 STATEMENTS Of prOfiT Or lOSS AND OTHEr COMprEHENSivE iNCOME

051 STATEMENTS Of fiNANCiAl pOSiTiON

053 STATEMENTS Of CHANGES iN EQuiTy

055 STATEMENTS Of CASH flOwS

058 NOTES TO THE fiNANCiAl STATEMENTS

f iNANC iAl STATEMENTS

039 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

DirECTOrS’ REPORT

The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 March 2018.

Principalactivities The Company is principally engaged in the business of investment holding. The principal activities of the subsidiaries are set out in Note 11 to the financial statements.

There has been no significant change in the nature of these activities during the financial year.

Results

Group Company RM’000 RM’000

loss for the financial year attributable to: Owners of the Company (1,281) (190)Non-controlling interests (39) –

(1,320) (190)

Reservesandprovisions

There were no material transfers to or from reserves and provisions during the financial year other than those disclosed in the financial statements.

Dividends

No dividend has been paid or declared by the Company since the end of the previous financial year. The Directors do not recommend any dividend for the financial year ended 31 March 2018.

Directors

The directors in office during the financial year and during the period from the end of the financial year to the date of the report are:

Gan lock yong @ Gan Choon HurOu wee SunAbdul rasip bin Haronlee yu-Jinpoh weng Choon

The names of the directors of the Company’s subsidiaries since the beginning of the financial year to the date of this report, excluding those who already disclosed are:

Dato’ Thor poh Senglee Chin weelai Sze pheng - resigned on 20 November 2017

040 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

DIRECTORS’REPORT(CONTINUED)

Directors’interestinshares According to the register of Director’s Shareholdings, none of the Company’s directors holding office at the end of the financial year had any interest in shares of the Company or its related corporations during the financial year.

Directors’benefits

Since the end of the previous financial year, no director has received nor become entitled to receive any benefit (other than a benefit included in aggregate amount of emoluments received or due and receivable by directors, or the fixed salaries of full time employees of the Company as disclosed in Note 6 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 as disclosed in Note 24 to the financial statements.

There were no arrangements during and at the end of the financial year, which had the object of enabling the 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.

Directors’remuneration

Directors’ remuneration and fees including benefits-in-kind of the Group are disclosed in Note 24(c) to the financial statements.

Indemnityandinsurancefordirector,officerorauditor

There was no indemnity given to or insurance effected for any director, officer or auditor of the Group and the Company.

Issueofsharesanddebentures

There were no changes to the share capital of the Company during the financial year.

There were no debentures issued during the financial year.

Optionsgrantedoverunissuedshares

No options were granted to any person to take up unissued shares of the Company during the financial year.

041 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Otherstatutoryinformation before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that:

(i) proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and have satisfied themselves that no bad debts this year and that adequate provision had been made for doubtful debts; and

(ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to an amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:

(i) which would no bad debts this year or the amount of the provision for doubtful debts inadequate to any substantial extent; or

(ii) which would render the value attributed to current assets in the financial statements of the Group and of the Company misleading; or

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

(iv) 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:

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

(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of

the financial year.

No contingent liability or other liability of the Group and of the Company have 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 their obligations as and when they fall due. Contingent liabilities are disclosed in Note 27 to the financial statements. in the opinion of the Directors, except as already disclosed in the financial statements, the results of the operations of the Group and of the Company for the financial year ended 31 March 2018 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of the financial year and the date of this report.

DIRECTORS’REPORT(CONTINUED)

042 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Auditors The auditors, Messrs pkf, do not seek for re-appointment to continue in office.

The remuneration of the auditors of the Group and of the Company amounted to rM105,460 and rM41,000 respectively as disclosed in Note 5 to the financial statements.

Signed on behalf of the Directorsin accordance with a resolution of the board,

POHWENGCHOON GANLOCKYONG@GANCHOONHUR

kuala lumpur

13 July 2018

DIRECTORS’REPORT(CONTINUED)

043 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENT BY DIRECTORSpurSuANT TO SECTiON 251(2) Of THE COMpANiES ACT, 2016 iN MAlAySiA

STATuTOry DECLARATIONpurSuANT TO SECTiON 251(1)(b) Of THE COMpANiES ACT, 2016 iN MAlAySiA

in the opinion of the Directors, the accompanying financial statements as set out on pages 49 to 117 are drawn up in accordance with Malaysian financial reporting Standards, international financial reporting Standards and the requirements of the Companies Act, 2016 in Malaysia, so as to give a true and fair view of the financial positions of the Group and of the Company as at 31 March 2018 and of their financial performances and their cash flows for the financial year ended on that date.

Signed on behalf of the Directorsin accordance with a resolution of the board,

POHWENGCHOON GANLOCKYONG@GANCHOONHUR

kuala lumpur

13 July 2018

i, lEE CHiN wEE, being the officer primarily responsible for the financial management of GpA HOlDiNGS bErHAD, do solemnly and sincerely declare that to the best of my knowledge and belief, the accompanying financial statements as set out on pages 49 to 117 are in my opinion correct, and i make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )the above named at kuala lumpur )in wilayah persekutuan on 13 July 2018 )

LEECHINWEE (MiA No. 15250)

before me,

KAPT(B)JASNIBINYUSOFF (w465) COMMiSSiONEr fOr OATH kuala lumpur, Malaysia

044 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

iNDEpENDENT AUDITORS’REPORTTO THE MEMbErS Of GpA HOlDiNGS bErHAD (CO. NO. 493897-v) ( iNCOrpOrATED iN MAlAySiA) AND iTS SubSiDiAriES

ReportontheAuditoftheFinancialStatements

Opinion

we have audited the financial statements of GpA HOlDiNGS bErHAD, which comprise the statements of financial position as at 31 March 2018 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 a summary of significant accounting policies, as set out on pages 49 to 117.

in our opinion, the accompanying financial statements give a true and fair view of the financial positions of the Group and of the Company as at 31 March 2018, and of their financial performances and their cash flows for the financial year then ended in accordance with Malaysia financial reporting Standards, international financial reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

BasisforOpinion

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 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’ Code of Ethics for Professional Accountants (“iESbA Code”), and we have fulfilled our other ethical responsibilities in accordance with the by-laws and the iESbA Code.

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

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 the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

from the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. we describe these matters in our auditor’s 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.

045 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

INDEPENDENTAUDITORS’REPORTTOTHEMEMBERSOFGPAHOLDINGSBERHAD(CO.NO.493897-V)

(INCORPORATEDINMALAYSIA)ANDITSSUBSIDIARIES(CONTINUED)

KeyAuditMatters(continued)

Valuationoftradereceivables(Refer to notes 1(d)(vi), 2(h) and 15 to the financial statements)

we identified the valuation of trade receivables as an area of focus in the audit as there is significant judgement involved in the assessment of credit risk exposures and collectability of receivables, and the Group made judgements over events or changes in circumstances that indicate that trade receivables may be impaired and the estimation of the quantum of such impairment. Trade receivables are monitored individually by the Group and impairment is assessed based on management’s knowledge of factors surrounding each individual debtor account. An impairment of rM2.702 million has been made against total trade receivable balances of rM21.534 million as at the financial year end.

Additionally, included in trade receivables is an amount due from a debtor amounting to rM2.902 million, representing 13% of total trade receivables. No allowance for impairment has been made for this amount based on the judgement by the Directors that the outstanding amount is recoverable.

we have reviewed management’s assessment of the recoverability of receivables, focusing especially on those considered overdue or of significant amounts. Our procedures included:

(a) Discussion and enquiry with management on their impairment assessments on receivables that were overdue, and analysis of payment patterns. This included reviewing long outstanding balances and information relied upon by management in their assessment, such as communications and debtor financial information. in respect of the receivable amounting to rM2.902 million owing from the debtor representing 13% of total trade receivables, we have also evaluated management's assessment of recoverability by, in particular, obtaining evidence of the debtor's confirmation of the outstanding amount, reviewing collection efforts by management and repayments made by the debtor during and subsequent to the financial year, and assessing the debtor's ability to service the amount outstanding.

(b) reviewing subsequent collections in respect of selected receivable balances to determine their validity and collectability as at financial year end.

(c) performing testing on the movement of trade receivables brought forward from the previous financial year ended 31 March 2017.

Provisionforwarrantyclaims(Refer to the notes 1(d)(ix) and 23 to the financial statements)

The Group issues warranties for the guarantee of performance of its automotive and sealed lead acid batteries over a certain period. The provision for warranty claims as recorded in the Group’s financial statements represents the expected costs of warranty obligations imposed by contract to the Group for the next financial year. As at 31 March 2018, the provision for warranty claims amounted to rM3.705 million. This provision is determined based on the estimated replacement costs from historical information on defective product returns. Given its impact to Group profitability and estimation and judgement involved in the assessment to determine its adequacy, we have identified this to be an area of our focus.

As part of our audit, we performed the following procedures:

(a) Obtained an understanding of the Group’s warranty estimation process.(b) Assessed the reasonableness of the provision for warranty claims by reviewing the average historical

rate of products returned, evaluating the validity of the historical data used, and performed test of details on historical claims.

(c) reviewed management’s calculations and assumptions used.

046 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

INDEPENDENTAUDITORS’REPORTTOTHEMEMBERSOFGPAHOLDINGSBERHAD(CO.NO.493897-V)(INCORPORATEDINMALAYSIA)ANDITSSUBSIDIARIES(CONTINUED)

InformationOtherthantheFinancialStatementsandAuditors’ReportThereon

The Directors are responsible for the other information. The other information comprises the Management Discussion and Analysis, Sustainability Statement, Audit Committee report, Corporate Governance Overview Statement, Statement on risk Management and internal Control and Director’s report but does not included 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 identified and, in doing so, consider whether the information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.

if, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. we have nothing to report in this regard.

ResponsibilitiesoftheDirectorsfortheFinancialStatements

The Directors 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 Malaysia financial reporting Standards, international financial reporting Standards and the requirements of the Companies Act, 2016 in Malaysia. The Directors are also responsible for such internal controls as the Directors determine are 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 Company’s abilities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ResponsibilitiesfortheAuditoftheFinancialStatements

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.

047 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Auditors’ResponsibilitiesfortheAuditoftheFinancialStatements(continued)

As part of an audit in accordance with approved standards on auditing in Malaysia and international Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. we also:

• IdentifyandassesstherisksofmaterialmisstatementofthefinancialstatementsoftheGroupandof 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.

• Obtainanunderstandingofinternalcontrolrelevanttotheauditinordertodesignauditproceduresthat 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.

• Evaluatetheappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimates and related disclosures made by the Directors.

• ConcludeontheappropriatenessoftheDirectors’useofthegoingconcernbasisofaccountingand,based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s abilities 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 and the Company to cease to continue as a going concern.

• Evaluatetheoverallpresentation,structureandcontentofthefinancialstatementsoftheGroupand of the Company, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtainsufficientappropriateauditevidenceregardingthefinancial informationoftheentitiesorbusiness activities within the Group to express an opinion on the financial statements of the Group. we are responsible for the direction, supervision and performance of the group audit. we remain solely responsible for our audit opinion.

we communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

we also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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 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.

INDEPENDENTAUDITORS’REPORTTOTHEMEMBERSOFGPAHOLDINGSBERHAD(CO.NO.493897-V)

(INCORPORATEDINMALAYSIA)ANDITSSUBSIDIARIES(CONTINUED)

048 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Othermatters 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 contents of this report.

PKF BRIANWONGWYEPONGAf 0911 02610/04/2019 JCHArTErED ACCOuNTANTS CHArTErED ACCOuNTANT

kuala lumpur

13 July 2018

INDEPENDENTAUDITORS’REPORTTOTHEMEMBERSOFGPAHOLDINGSBERHAD(CO.NO.493897-V)(INCORPORATEDINMALAYSIA)ANDITSSUBSIDIARIES(CONTINUED)

049 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTS Of prOfiT Or lOSS AND OTHER COMPREHENSIVE INCOME

fOr THE fiNANCiAl yEAr ENDED 31 MArCH 2018

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000

revenue 3 67,406 90,539 – –Cost of sales (62,147) (88,259) – –

Grossprofit 5,259 2,280 – –Other income 2,820 20,802 – –Administrative expenses (4,792) (5,718) (149) (147)Selling and distribution expenses (2,417) (2,356) (5) (6)Other operating expenses (2,013) (5,931) (36) (47)

(Loss)/Profitfrom operations (1,143) 9,077 (190) (200)finance costs 4 – (117) – –

(Loss)/Profitbeforetax 5 (1,143) 8,960 (190) (200)Tax expense 7 (177) (500) – –

(Loss)/Profitfortheyear (1,320) 8,460 (190) (200)Othercomprehensive loss,netoftaxrealisation of revaluation surplus (114) – – –

Totalcomprehensive (loss)/profitforthe financialyear (1,434) 8,460 (190) (200)

The accompanying notes form an integral part of the financial statements.

050 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000

(Loss)/Profit attributable to: Owners of the Company (1,281) 7,971 (190) (200)Non-controlling interests (39) 489 – –

(Loss)/Profitforthe financialyear (1,320) 8,460 (190) (200)

Totalcomprehensive (loss)/profit attributable to:Owners of the Company (1,395) 7,971 (190) (200)Non-controlling interests (39) 489 – –

Totalcomprehensive (loss)/profitforthe financialyear (1,434) 8,460 (190) (200)

Basic(loss)/earnings attributable to ownersofthe Companyper ordinaryshare(sen) 8 (0.13) 0.81

The accompanying notes form an integral part of the financial statements.

STATEMENTSOFPROFITORLOSSANDOTHERCOMPREHENSIVEINCOMEFORTHEFINANCIALYEARENDED31MARCH2018(CONTINUED)

051 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTS Of FINANCIALPOSITION AS AT 31 MArCH 2018

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000

ASSETSNon-current assets

property, plant and equipment 9 31,354 31,033 – –investment properties 10 14,514 14,657 – –investment in subsidiaries 11 – – 27,689 27,170Amounts due from subsidiaries 12 – – 90,446 91,146Goodwill on consolidation 13 – – – – 45,868 45,690 118,135 118,316

Current assets

inventories 14 6,124 17,870 – –Trade receivables 15 18,832 25,305 – –Non-trade receivables, deposits and prepayments 16 4,421 5,681 – –Amount due from subsidiaries 12 – – 681 681Tax recoverable 728 1,145 2 2,221Deposits with licensed banks 17 37,689 20,500 – –Cash and bank balances 14,495 13,723 92 109

82,289 84,224 775 3,011Non-current asset held for sale 18 – – – –

82,289 84,224 775 3,011

TOTAL ASSETS 128,157 129,914 118,910 121,327

EQUITY AND LIABILITIES

Share capital 19 104,303 104,303 104,303 104,303reserves 20 3,483 4,764 13,788 13,978

Equityattributableto ownersoftheCompany 107,786 109,067 118,091 118,281Non-controlling interests 4,547 4,586 – –

TOTAL EQUITY 112,333 113,653 118,091 118,281

The accompanying notes form an integral part of the financial statements.

052 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTSOFFINANCIALPOSITIONAS AT 31 MARCH 2018(CONTINUED)

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000 Non-current liabilities

Deferred tax liabilities 21 2,719 2,929 – 2,219

Current liabilities

Trade payables 22 299 374 – –Non-trade payables, accruals and provisions 23 12,806 12,958 45 53Amount due to a subsidiary 12 – – 774 774

13,105 13,332 819 827

TOTAL LIABILITIES 15,824 16,261 819 3,046

TOTAL EQUITY AND LIABILITIES 128,157 129,914 118,910 121,327

The accompanying notes form an integral part of the financial statements.

053 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTS Of CHANGES IN EQUITY fOr THE fiNANCiAl yEAr ENDED 31 MArCH 2018

A

ttrib

utab

le to

ow

ners

of t

he C

ompa

ny

N

on–D

istr

ibut

able

Dist

ribut

able

Sh

are

Share

Reva

luation

Warrant

Disc

ount

Accu

mulated

Non-co

ntrolling

To

tal

ca

pital

prem

ium

rese

rve

rese

rve

onsha

res

losses

To

tal

interests

equity

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

Grou

pAt

1 A

pril

2016

98

,049

6,

254

22,0

27

44,1

22

(44,

122)

(2

2,17

9)

104,

151

4,09

7 10

8,24

8Tr

ansf

er in

acc

orda

nce

to

Se

ctio

n 74

of t

he C

ompa

nies

Act,

2016

in M

alay

sia

(Not

e 19

) 6,

254

(6,2

54)

– –

– –

– –

–To

tal c

ompr

ehen

sive

pro

fit fo

r

the

finan

cial

yea

r –

– –

– –

7,97

1 7,

971

489

8,46

0re

vers

al o

f rev

alua

tion

surp

lus

of

inve

stm

ent p

rope

rtie

s

– –

– –

(3,0

55)

(3,0

55)

– (3

,055

)fa

ir va

lue

adju

stm

ent o

n wa

rrant

– –

(19,

610)

19

,610

– –

At 3

1 M

arch

201

7 10

4,30

3 –

22,0

27

24,5

12

(24,

512)

(1

7,26

3)

109,

067

4,58

6 11

3,65

3

profi

t for

the

finan

cial

yea

r –

– –

– –

(1,2

81)

(1,2

81)

(39)

(1

,320

)re

alis

atio

n of

reva

luat

ion

surp

lus

on

pro

pert

y, pl

ant a

nd e

quip

men

t –

– 11

4 –

– (1

14)

– –

Tota

l com

preh

ensi

ve lo

ss fo

r

the

finan

cial

yea

r –

– 11

4 –

– (1

,395

) (1

,281

) (3

9)

(1,3

20)

fair

valu

e ad

just

men

t on

warra

nt

– –

– (1

9,61

0)

19,6

10

– –

– –

At 3

1 M

arch

201

8 10

4,30

3 –

22,1

41

4,90

2 (4

,902

) (1

8,65

8)

107,

786

4,54

7 11

2,33

3

The

acco

mpa

nyin

g no

tes

form

an

inte

gral

par

t of

the

fina

ncia

l sta

tem

ents

.

054 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTSOFCHANGESINEQUITYFORTHEFINANCIALYEARENDED31MARCH2018(CONTINUED)

Attributable to owners of the Company Non-Distributable Distributable Share Share Warrant Discount Retained capital premium reserve onshares earnings Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

CompanyAt 1 April 2016 98,049 6,254 44,122 (44,122) 14,178 118,481Transfer in accordance to Section 74 of the Companies Act, 2016 in Malaysia (Note 19) 6,254 (6,254) – – – –Total comprehensive loss for the financial year – – – – (200) (200)fair value adjustment on warrant – – (19,610) 19,610 – –

At 31 March 2017 104,303 – 24,512 (24,512) 13,978 118,281Total comprehensive loss for the financial year – – – – (190) (190)fair value adjustment on warrant – – (19,610) 19,610 – –

At 31 March 2018 104,303 – 4,902 (4,902) 13,788 118,091

The accompanying notes form an integral part of the financial statements.

055 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTS Of CASHFLOWS fOr THE fiNANCiAl yEAr ENDED 31 MArCH 2018

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000

Cashflowsfromoperating activities

(Loss)/Profitbeforetax (1,143) 8,960 (190) (200)Adjustments for:bargain on purchase 3 – – –Depreciation of:- property, plant and equipment 802 737 – –- investment properties 143 143 – –- non-current asset held for sale – 12 – –loss/(Gain) on disposal of property, plant and equipment and non-current asset held for sale 4 (12,428) – –inventories written down 662 340 – –impairment loss on trade receivables 357 78 – –impairment loss on advances to trade payable – 231 – –bad debts written off – 3 – –reversal of impairment on advances to trade payables (112) – – –reversal of impairment loss on trade receivables (87) (1,745) – –interest expense – 117 – –interest income (1,209) (698) – –unrealised loss/(gain) on foreign exchange 736 (1,007) – –reversal of inventories written down (1,320) (3,112) – –

Operatinglossbeforeworking capital changes (1,164) (8,369) (190) (200)Decrease in inventories 12,404 3,269 – –Decrease in receivables 6,839 11,790 – –(Decrease)/increase in payables (227) 1,008 (8) (7)

Cashfrom/(usedin)operations 17,852 7,698 (198) (207)interest received 1,209 698 – –income tax refund 633 118 – –income tax paid (603) (707) – –

Netcashflowsfrom/(usedin) operatingactivities 19,091 7,807 (198) (207)

The accompanying notes form an integral part of the financial statements.

056 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTSOFCASHFLOWSFORTHEFINANCIALYEARENDED31MARCH2018(CONTINUED)

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000

Cashflowsfrominvesting activities

proceeds from disposal of property, plant and equipment 13 14,174 – –Acquisition of a subsidiary, net of cash 11 (3) – (519) –Acquisition of property, plant and equipment (1,140) (77) – –Decrease/(increase) in deposits with licensed banks 9,000 (14,000) – –investment in subsidiaries – – – –

Netcashfrom/(usedin) investingactivities 7,870 97 (519) –

Cashflowsfromfinancing activities

interest paid – (117) – –repayment of hire purchase – (695) – –repayment of banker acceptance – (328) – –repayment from a subsidiary – – 700 100

Netcashflows(usedin)/from financingactivities – (1,140) 700 100

Netincrease/(decrease)in cashandcashequivalents 26,961 6,764 (17) (107)Cashandcashequivalentsat 1 April 2017/2016 20,223 13,459 109 216

Cashandcashequivalentsat 31 March (i) 47,184 20,223 92 109

The accompanying notes form an integral part of the financial statements.

057 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

STATEMENTSOFCASHFLOWSFORTHEFINANCIALYEARENDED31MARCH2018

(CONTINUED)

Notes: (i) Cashandcashequivalents

Cash and cash equivalents included in the statement of cash flows comprise the following: Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

Cash and bank balances 14,495 13,723 92 109Deposits with licensed banks with original maturities less than 3 months (Note 17) 32,689 6,500 – –

47,184 20,223 92 109

(ii) Reconciliationofliabilitiesarisingfromfinancingactivities

1 March 31 March 2017 Cashflows 2018 RM’000 RM’000 RM’000

CompanyAmount due from subsidiaries 91,146 (700) 90,446

The accompanying notes form an integral part of the financial statements.

058 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTES TO THE FINANCIALSTATEMENTSAS AT 31 MArCH 2018

1. Basisofpreparation

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian financial reporting Standards (“MfrS”), international financial reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.

The accompanying financial statements have been prepared assuming that the Group and the Company will continue as going concerns which contemplates the realisation of assets and settlement of liabilities in the normal course of business.

These financial statements are presented in the ringgit Malaysia (“rM”), which is the Group’s and the Company’s functional and presentation currency.

(a) Standardsissuedandeffective

On 1 April 2017, the Group and the Company have also adopted the following new and amended MfrS which are mandatory for annual financial periods beginning on or after 1 January 2017:

Description

Effectiveforannual periods

beginning on orafter

• AnnualimprovementstoMFRSs2014-2016cycle- Amendments to MfrS 12, Disclosure of interests in Other Entities 1 January 2017

• Amendments toMFRS107, Statement of Cash Flows:Disclosureinitiative 1 January 2017

• AmendmentstoMFRS112,IncomeTaxes:RecognitionofDeferredTax Assets for unrealised losses 1 January 2017

Adoption of the above amended MfrS did not have any material effect on the financial performances or position of the Group and of the Company.

(b) Standardsissuedbutnotyeteffective

The Group and the Company have not adopted the following standards and interpretations that have been issued but not yet effective:

Description

Effectiveforannual periods

beginning on orafter

• AnnualimprovementstoMFRSs2014-2016cycle- Amendments to MfrS 1, first-time Adoptions of Malaysian financial

reporting Standards - Amendments to MfrS 128, investment in Associates and Joint

ventures

1 January 2018

1 January 2018

059 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

1. Basisofpreparation(continued)

(b) Standardsissuedbutnotyeteffective(continued)

Description

Effectiveforannual periods

beginning on orafter

• AnnualimprovementstoMFRSs2015-2017cycle- Amendments to MfrS 3, business Combinations - Amendments to MfrS 11, Joint Arrangements - Amendments to MfrS 112, income Taxes - Amendments to MfrS 123, borrowing Costs

1 January 20191 January 20191 January 20191 January 2019

• Amendments toMFRS2,Share-basedPayment:ClassificationandMeasurement of Share-based payment Transactions 1 January 2018

• Amendments toMFRS 4, Insurance Contracts: ApplyingMFRS 9financial instruments with MfrS 4 insurance Contracts 1 January 2018

• Amendments toMFRS119, EmployeeBenefits: Plan Amendment,Curtailment and Settlement 1 January 2019

• AmendmentstoMFRS2,Share-basedPayment 1 January 2020• AmendmentstoMFRS3,BusinessCombinations 1 January 2020• AmendmentstoMFRS6,ExplorationforandEvaluationofMineral

resources 1 January 2020• AmendmentstoMFRS14,RegulatoryDeferralAccounts 1 January 2020• AmendmentstoMFRS101,PresentationofFinancialStatements 1 January 2020• AmendmentstoMFRS108,AccountingPolicies,ChangesinAccounting

Estimates and Errors 1 January 2020• AmendmentstoMFRS134,InterimFinancialReporting 1 January 2020• Amendments toMFRS137, Provisions, Contingent Liabilities and

Contingent Assets 1 January 2020• AmendmentsMFRS138,IntangibleAssets 1 January 2020• MFRS9,FinancialInstruments 1 January 2018• MFRS15,RevenuefromContractwithCustomers 1 January 2018• ClarificationstoMFRS15,RevenuefromContractwithCustomer 1 January 2018• MFRS16,Leases 1 January 2019• MFRS17,InsuranceContracts 1 January 2021• Amendments toMFRS10,ConsolidatedFinancialStatementsand

MfrS 128 investment in Associate and Joint ventures: Sales or Contribution of Assets between an investor and its Associate or Joint venture Deferred

• Amendments to MFRS 140, Investment Property: Transfer ofinvestment property 1 January 2018

• AmendmentstoMFRS9,FinancialInstruments:PrepaymentFeatureswith Negative Compensation 1 January 2019

• Amendments toMFRS 128, Investment in Associates and Jointventures: long-term interests in Associates and Joint ventures 1 January 2019

• IC Interpretation 22, Foreign Currency Transactions and AdvanceConsideration 1 January 2018

• ICInterpretation23,UncertaintyoverIncomeTaxTreatments 1 January 2019

060 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

1. Basisofpreparation(continued)

(b) Standardsissuedbutnotyeteffective(continued)

Description

Effectiveforannual periods

beginning on orafter

• AmendmentstoICInterpretation12,ServiceConcessionArrangements 1 January 2020• AmendmentstoICInterpretation19,ExtinguishingFinancialLiabilities

with Equity instruments 1 January 2020• AmendmentstoICinterpretation20,StrippingCostsintheProduction

phase of a Surface Mine 1 January 2020• AmendmentstoICInterpretation22,ForeignCurrencyTransactions

and Advance Consideration 1 January 2020• AmendmentstoICInterpretation132,IntangibleAssets-WebSite

Costs 1 January 2020

The initial application of the abovementioned accounting standards, amendments or interpretations are not expected to have any material impact to the financial statements of the Group and of the Company except as mentioned below:

MFRS 9 Financial Instruments

MfrS 9 (ifrS 9 issued by iASb in July 2014) replaces earlier versions of MfrS 9 and introduces a package of improvements which includes a classification and measurement model, a single forward looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting. MfrS 9 when effective will replace MfrS 139 financial instruments: recognition and Measurement.

MfrS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in MfrS 139. for financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. MfrS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. it requires an economic relationship between the hedged item and hedging instrument and for the ‘hedged ratio’ to be the same as the one management actually uses for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under MfrS 139.

061 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

1. Basisofpreparation(continued)

(b) Standardsissuedbutnotyeteffective(continued)

MFRS 9 Financial Instruments (continued)

based on the analysis of the Group’s and of the Company’s financial assets and liabilities as at 31 March 2018 on the basis of facts and circumstances that existed at that date, the Directors of the Group and of the Company have assessed the impact of MfrS 9 to the Group’s and the Company’s consolidated financial statements as follows:

(i) Classification and measurement

based on its assessment, the Group and the Company believe that the new classification requirements will have no material impact on the Group’s and the Company’s financial assets and financial liabilities.

(ii) impairment

The Group and the Company have chosen to apply the simplified approach prescribed by MfrS 9, which requires a lifetime expected credit loss to be recognised from initial recognition of the trade and other receivables, including financial assets. Due to the strong creditworthiness of the Group’s and of the Company’s receivables, the Group and the Company believe that the new impairment model will not have any significant impact on the Group’s and the Company’s financial statements.

(iii) Hedge accounting

As the Group and the Company do not apply hedge accounting, applying the hedging requirements of MfrS 9 will not have a significant impact on the Group’s and the Company’s consolidated financial statements.

The assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group and the Company in the financial year ending 31 March 2019 when the Group and the Company adopt MfrS 9.

MFRS 15 Revenue from Contracts with Customers

MfrS 15 replaces MfrS 118 revenue, MfrS 111 Construction Contracts and related iC interpretations. The Standard deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The core principle in MfrS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to the customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

062 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

1. Basisofpreparation(continued)

(b) Standardsissuedbutnotyeteffective(continued)

MFRS 15 Revenue from Contracts with Customers (continued)

An entity recognises revenue in accordance with the core principle by applying the following steps:

(1) identify the contract with a customer;(2) identify the performance obligation in the contract;(3) Determine the transaction price;(4) Allocate the transaction price to the performance obligations in the contract; and(5) recognise revenue when the entity satisfies a performance obligation.

The Group and the Company intend to adopt the standard using modified retrospective approach which means that the cumulative impact of the adoption will be recognised in retained earnings as of 1 April 2018 and that comparatives will not be restated.

MfrS 15 also includes new disclosures that would result in an entity providing users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers.

based on the assessment, the Group and the Company do not expect the application of MfrS 15 to have a significant impact on its consolidated financial statements.

The assessment is based on currently available information and may be subject to changes arising from further reasonable and supportable information being made available to the Group and the Company in financial year ending 31 March 2019 when the Group and the Company adopt MfrS 15.

MFRS 16 Leases

MfrS 16, which upon the effective date will supersede MfrS 117 leases, introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Specifically, under MfrS 16, a lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. Accordingly, a lessee should recognise depreciation of the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a principal portion and an interest portion and presents them in the statement of cash flows. Also, the right-of-use asset and the lease liability are initially measured on a present value basis. The measurement includes non-cancellable lease payments and also includes payments to be made in optional periods if the lessee is reasonably certain to exercise an option to extend the lease, or not to exercise an option to terminate the lease. This accounting treatment is significantly different from the lessee accounting for leases that are classified as operating leases under the predecessor standard, MfrS 117.

in respect of the lessor accounting, MfrS 16 substantially carries forward the lessor accounting requirements in MfrS 117. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently.

The adoption of MfrS 16 will result in a change in accounting policy. The Group and the Company is currently assessing the financial impact of adopting MfrS 16.

063 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

1. Basisofpreparation(continued)

(c) Basisofmeasurement

The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2 to the financial statements.

(d) Criticalaccountingestimatesandjudgements

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

(i) Income taxes There are certain transactions and computations for which the ultimate tax determination

may be different from the initial estimate. The Group and the Company recognise tax liabilities based on its understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business. where the final outcome of these matters is different from the amounts that were initially recognised, such difference will impact the income tax and deferred tax provisions in the year in which such determination is made.

(ii) Depreciation of property, plant and equipment

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

The Group anticipates that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

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

(iii) Impairment of non-financial assets

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

064 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

1. Basisofpreparation(continued)

(d) Criticalaccountingestimatesandjudgements(continued)

(iv) Write down of inventories

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

(v) Fair value estimates for certain financial assets and liabilities

The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. while significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and/or equity.

(vi) Impairment of trade and non-trade receivables

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

(vii) Deferred tax assets and liabilities

Deferred tax implications arising from the changes in corporate income tax rates are measured with reference to the estimated realisation and settlement of temporary differences in the future periods in which the tax rates are expected to apply, based on the tax rates enacted or substantively enacted at the reporting date. while management’s estimates on the realisation and settlement of temporary differences are based on the available information at the reporting date, changes in business strategy, future operating performance and other factors could potentially impact on the actual timing and amount of temporary differences realised and settled. Any difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which actual realisation and settlement occurs.

(viii) Provision for liabilities

provision for liabilities are based on management’s judgement on the likelihood of liabilities crystallising and best estimates on the amounts required to settle the liabilities arising from legal and constructive obligations. A change in circumstances which could cause estimates to change include changes in market trends and conditions, regulatory environment and other factors that may change the amount of provisions in the statement of financial position. The difference between the actual amount and the estimated amount would be recognised in the profit or loss in the period in which the change occurs.

065 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

1. Basisofpreparation(continued)

(d) Criticalaccountingestimatesandjudgements(continued)

(ix) Provision for warranty claims

provision for warranty claims is established for sales recognised during the financial year. The Group issues warranties under which the performance of its products delivered is generally guaranteed for a certain period or term. The provision for product warranties includes the expected costs of warranty obligations imposed by contract for the subsequent financial period. The estimated future costs of these actions are principally based on assumptions regarding the warranty costs of the goods, as well as historical claims experience for the Group’s products.

(x) Impairment of goodwill

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

(xi) Revaluation of properties

freehold land and buildings of the Group are reported at valuation which is based on valuation performed by independent professional valuers.

The independent professional valuers have exercised judgment in determining discount rates, estimates of future cash flows, capitalisation rate, terminal year value, market freehold rental and other factors used in the valuation process. Also, judgement has been applied in estimating prices for less readily observable external parameters. Other factors such as model assumptions, market dislocations and expected correlations can also materially affect these estimates and the resulting valuation estimates.

(xii) Classification between investment properties and owner occupied properties The Group determines whether a property qualifies as an investment property, and has

developed criteria in making that judgement. investment property is a property held to earn rentals or for capital appreciation or both.

Therefore, the Group considers whether a property generates cash flows largely independent of the other assets held by the Group.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. if these portions could be sold separately (or leased out separately under a finance lease), the Group accounts for the portions separately. if the portions could not be sold separately, the property is an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so significant that a property does not qualify as investment property.

066 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies

(a) Basisofconsolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of the reporting period.

Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed to, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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

intragroup transactions, balances, income and expenses are eliminated on consolidation. where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

(i) Business combinations

Acquisitions of businesses are accounted for using the acquisition method. under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the acquisition date. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue debt or equity securities, are recognised in profit or loss when incurred. in a business combination achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

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

(ii) Non-controlling interests Non-controlling interests are presented within equity in the consolidated statement of

financial position, separately from the equity attributable to owners of the Company. profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

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

067 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(a) Basisofconsolidation(continued)

(iii) Associate

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

investments in associate are accounted for in the consolidated financial statements using the equity method less any impairment losses, unless it is classified as held for sale or distribution. The cost of the investment includes transaction costs. The consolidated financial statements included the Group’s share of the profit or loss and other comprehensive income of the association, after adjustment if any, to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

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

when the Group ceases to have significant influence over an associate, any retained interest in the former associate at the date when significant influence is lost is measured fair value and this amount is regarded as the initial carrying amount of a financial asset. The difference between the fair value of any retained interest plus proceeds from the interest disposal of and the carrying amount of the investment at the date when equity method is discontinued is recognised in the profit or loss.

when the Group’s interest in an associate decreases but does not result in a loss of significant influence, any retained interest is not remeasured. Any gain or loss arising from the decrease in interest is recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are also reclassified proportionately to the profits or loss if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.

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

(iv) Loss of control

upon loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or loss which is calculated as the difference between:-

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

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

068 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(a) Basisofconsolidation(continued)

(iv) Loss of control (continued)

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

(v) Transaction eliminated on consolidation

intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

unrealised gains arising from transactions with equity-accounted associated and joint ventures are eliminated against the investment to the extent of the Group’s interest in the investees. unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Goodwill

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying amount of goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. The impairment amount of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.

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

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

(c) Foreigncurrencies

(i) Functional and presentation currency

The individual financial statements of the Group and of the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The financial statements are presented in ringgit Malaysia (“rM’’), which is also the Group’s and the Company’s functional currency.

069 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(c) Foreigncurrencies(continued)

(ii) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Group and of the Company and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in profit or loss except for exchange differences arising on monetary items that form part of the Group’s and the Company’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group and of the Company on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

The principal exchange rates for every unit of foreign currency ruling used at reporting date are as follows:

2018 2017 RM RM

1 Singapore Dollar 2.95 3.161 united States Dollar 3.87 4.421 Australian Dollar 2.97 3.38

(d) Revenueandotherincome

revenue and other income are recognised to the extent that it is probable that the economic benefits will flow to the Group and to the Company and the revenue can be reliably measured.

070 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(d) Revenueandotherincome(continued)

(i) Sale of goods

revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns and provisions, trade discounts and rebates.

revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be reliably estimated, and there is no continuing measurement involvement with the goods.

revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the considerations due, associated costs or the possible return of goods.

(ii) Interest income

interest income is recognised on an accrual basis, using the effective interest method.

(iii) Rental income

rental income from investment property is recognised on a straight line basis over the term of lease.

(e) Employeebenefitsexpense

(i) Short term benefits

wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees of the Group and of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

The Group’s and the Company’s contributions to defined contribution plans is charged to the profit or loss in the period to which they related. Once the contributions have been paid, the Group and the Company have no further liability in respect of the defined contribution plans.

(f) Borrowingcosts

borrowings are stated at cost with any difference between cost and redemption value being recognised in the profit or loss over the period of the loans and borrowings using the effective interest method.

borrowings are classified as current liabilities unless the Group and the Company have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

071 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(g) Taxexpense (i) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(ii) Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs.

072 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(h) Impairment

(i) Impairment of financial assets The Group and the Company assess at each reporting date whether there is any objective

evidence that a financial asset is impaired.

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

for certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and observable changes in national or local economic conditions that correlate with default on receivables.

if any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. when a trade receivable becomes uncollectible, it is written off against the allowance account.

if in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

(ii) Impairment of non-financial assets

The Group and the Company assess at each reporting date whether there is an indication that an asset may be impaired. if any such indication exists, or when an annual impairment assessment for an asset is required, the Group and the Company make an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. for the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGus”)).

073 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(h) Impairment(continued)

(ii) Impairment of non-financial assets (continued)

in assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. impairment losses recognised in respect of a CGu or groups of CGus are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. in this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. if that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. impairment loss on goodwill is not reversed in a subsequent period.

(i) Property,plantandequipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the Company and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. when significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognise such parts as individual assets with specific useful lives and depreciation, respectively. likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

freehold land and buildings are stated at revalued amount less impairment losses recognised after the date of the revaluation. freehold land has an indefinite useful life and therefore is not depreciated. freehold buildings are stated at revalued amount less accumulated depreciation and impairment losses recognised after the date of the revaluation.

074 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(i) Property,plantandequipment(continued)

freehold land and buildings are revalued periodically, at least once in every 5 years. Surpluses arising from the revaluation are recognised in other comprehensive income and accumulated in equity under the revaluation reserve. Deficits arising from the revaluation, to the extent that they are not supported by any previous revaluation surpluses, are recognised in profit or loss.

Depreciation of other property, plant and equipment is computed on a straight-line basis over the estimated useful lives of the assets as follows:

buildings 50 years Office equipment 7 years to 10 years plant, machinery and equipment 7 years to 10 years renovation 7 years furniture and fittings 7 years to 10 years Motor vehicles 5 years Moulds 10 years Signboard 10 years

The carrying amount of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year end, and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

(j) Assetunderhirepurchase

property, plant and equipment acquired under hire purchase arrangements are capitalised in the financial statements and the corresponding obligations are taken up as hire purchase payables.

The interest element is charged to the profit or loss over the year of respective hire purchase arrangements.

(k) Investmentproperties

investment properties, which are properties held to earn rentals and/ or for capital appreciation (including property under construction for such purposes), are measured initially at its cost, including transaction costs.

Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment losses, if any.

freehold land has indefinite useful life and therefore not depreciated.

075 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(k) Investmentproperties(continued)

Depreciation on buildings is charged to profit or loss on a straight line basis over the estimated useful life of 50 years.

investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.

Any gain or loss on the retirement or disposal of an investment property is recognised in profit or loss in the year of retirement or disposal.

The estimated useful lives, residual values and depreciation method of investment properties are reviewed at each year end, with the effect of any changes in estimates accounted for prospectively.

when an item of property, plant and equipment is transferred to investment property following a change in its use, any difference arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity as a revaluation of property, plant and equipment. However, if a fair value reverses a previous property, any surplus previously recorded in equity is transferred to retained earnings; the transfer is not made through profit or loss.

Transfers are made to or from investment property only when there is a change in use. for a transfer from investment property to owner occupied property, the property shall be accounted for in accordance with the accounting policy for property, plant and equipment both up to the date of change in use and subsequent accounting purposes. if owner occupied property becomes an investment property, its fair value at the date of reclassification becomes its costs for subsequent accounting.

(l) Financialassets financial assets are recognised in the statement of financial position when, and only when,

the Group and the Company become a party to the contractual provisions of the financial instrument.

when financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition, and the categories include loans and receivables.

Loans and receivables

financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

076 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(l) Financialassets(continued)

Loans and receivables (continued)

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

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

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

(m) Financialliabilities

financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

financial liabilities are recognised in the statement of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. financial liabilities of the Group and the Company are classified as financial liabilities measured at amortised cost.

Financial liabilities measured at amortised cost

The Group’s and the Company's financial liabilities include trade and non-trade payables and accruals and amount due to a subsidiary.

Trade and non-trade payables and accruals and amount due to a subsidiary are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

for financial liabilities measured at amortised cost, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

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

077 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(n) Inventories

inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average method and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition. Cost of finished goods and work-in-progress includes the cost of materials, labour and an appropriate proportion of production overheads.

Net realisable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.

where necessary, due allowance is made for all damaged, obsolete and slow-moving items.

(o) Cashandcashequivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits, short term and highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. These also include bank overdrafts that form an integral part of the Group’s and the Company’s cash management.

(p) Non-currentassetheldforsaleordistributiontoowners

Non-current assets, or disposal group comprising assets and liabilities, that are expected to be recovered primarily through sale or distribution to owners rather than through continuing use, are classified as held for sale or distribution.

immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets, or disposal group are measured at the lower of their carrying amount and fair value less costs of disposal.

Any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets and investment property, which continue to be measured in accordance with the Group’s accounting policies. impairment losses on initial classification as held for sale or distribution and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. in addition, equity accounting of equity-accounted associates and joint venture ceases once classified as held for sale or distribution.

(q) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of the obligation can be estimated reliably.

078 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(q) Provisions(continued)

provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. if it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed.

(r) Contingencies

(i) Contingent liabilities

where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is not recognised in the statement of financial position and is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

(ii) Contingent assets

when an inflow of economic benefits of an asset is probable where it arises from past events and where existence will be confirmed only by the occurrence and non-occurrence of one or more uncertain future events not wholly within the control of the entity, the asset is not recognised in the statements of financial position but is disclosed as a contingent asset. when the inflow of benefit is virtually certain, then the related asset is recognised.

(s) Operatingsegments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(t) Equityinstruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

(u) Warrantreserves

warrant are classified as equity investment and its value is allocated based on the black Scholes model. The issuance of the ordinary shares upon exercise of warrants is treated as the subscription ordinary shares for the consideration equivalent to the exercise price of the warrants. upon exercise of warrants, the proceeds are credited to share capital. The warrants reserve in relation to the unexercised warrants at the expiry of the warrants will be reversed.

079 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

2. Summaryofsignificantaccountingpolicies(continued)

(v) Fairvaluemeasurements

fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market or in the absence of a principal market, in the most advantageous market.

for a non-financial asset, the fair value measurement takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

when measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. fair value are categorised into different levels in a fair value hierarchy based on the input used in the valuation technique as follows:

level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.

level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

level 3: unobservable inputs for the asset or liability.

The Group recognises transfers between levels of the fair value hierarchy as of the date of the event or change in circumstances that caused the transfer.

(w) Earningsperordinaryshare

The Group presents basic and diluted earnings per share date for its ordinary shares (“EpS”).

basic EpS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

Diluted EpS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

080 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

3. Revenue

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

Sale of goods 67,406 90,539 – –

4. Financecosts

Group 2018 2017

RM’000 RM’000

bankers’ acceptances – 5Hire purchase – 112

– 117

5. (Loss)/Profitbeforetax

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

(loss)/profit before tax is arrived at after charging/(crediting):Auditors’ remuneration- statutory audit 101 105 36 45- overprovision in prior year (16) – (15) –- non-statutory audit 5 5 5 5bargain on purchase 3 – – –bad debts written off – 3 – –Depreciation of: - investment properties 143 143 – –- non-current asset held for sale – 12 – –- property, plant and equipment 802 737 – –Directors’ fees 36 47 36 47Employee benefits expense (Note 6) 4,831 5,499 – –loss/(Gain) on disposal of property, plant and equipment and non-current asset held for sale 4 (12,428) – –inventories written down 662 340 – –impairment loss on trade receivables 357 78 – –impairment loss on advances to trade payable – 231 – –

081 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

5. (Loss)/Profitbeforetax(continued)

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

(loss)/profit before tax is arrived at after charging/(crediting):interest income (1,209) (698) – –Scrap income (406) (3,654) – –loss/(Gain) on foreign exchange- realised 72 (971) – –- unrealised 736 (1,007) – –rental income from investment properties (624) (520) – –rental income from premise (7) – – –rental of premises 418 – – –reversal of inventories written down (1,320) (3,112) – –reversal of impairment on advances to trade payable (112) – – –reversal of impairment loss on trade receivables (87) (1,745) – –

6. Employeebenefitsexpense

Group 2018 2017

RM’000 RM’000

(a) Staffcosts Salaries, wages, allowances, bonus and overtime 3,001 4,100 Contribution to defined contribution plan 401 446 Social security contributions 37 37 Other benefits 653 116

4,092 4,699

(b) Directors’remuneration Executive: Salaries and other emoluments 664 730 Contribution to defined contribution plan 73 68 Estimated money value of benefits-in-kind 2 2

Total directors’ remuneration 739 800

Total directors’ remuneration excluding benefits-in-kind 737 798

Total 4,831 5,499

The total number of employees, inclusive of executive directors of the Group and the Company as at the end of the financial year was 71 (2017: 67).

082 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

7. Tax expense

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

Current tax expense - current year 660 374 – –- (over)/underprovision in prior year (273) 126 – –

387 500 – –Deferred tax expense (Note 21)- overprovision in prior year (210) – – –

177 500 – –

Reconciliation of effective tax expense

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

(loss)/profit before tax (1,143) 8,960 (190) (200)

Tax calculated at statutory tax rate of 24% (275) 2,150 (46) (48)Non-deductible expenses 509 1,697 46 48Non-taxable income – (3,102) – –Special incentive for export (99) (155) – –Deferred tax asset not recognised/ (utilisation of deferred tax assets not recognised in the prior year) 525 (216) – –

660 374 – –(Over)/underprovision of current tax in prior year (273) 126 – –Overprovision of deferred tax in prior year (210) – – –

177 500 – –

The Group has unutilised tax losses and unabsorbed capital allowances amounting to rM34,718,940

and rM9,037,674 respectively (2017: rM25,243,531 and rM9,915,567 respectively) available for offset against future taxable profits arose.

083 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

8. (Loss)/Earningsperordinaryshare

(loss)/Earnings per ordinary share for the financial year is calculated by dividing the comprehensive (loss)/profit for the financial year attributable to owners of the Company by the number of ordinary shares in issue for the financial year, calculated as follows:

Group 2018 2017

(loss)/profit attributable to owners of the Company (rM’000) (1,281) 7,971

Number of ordinary shares in issue (’000) 980,490 980,490

basic (loss)/earning attributable to owners of the Company per ordinary share (sen) (0.13) 0.81

fully diluted earnings per share on the basis of the assumed conversion of warrants has not been disclosed as the effect is anti-dilutive.

084 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

9.

Prope

rty,plantand

equ

ipmen

t

Plant,

mac

hine

ry

Fu

rniture

Free

hold

Office

an

d

and

Motor

land

Buildings

eq

uipm

ent

equipm

ent

Ren

ovation

fitting

sve

hicles

Mou

lds

Signb

oard

Total

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

Gro

up2018

Cos

t/Va

luat

ion

At 1

Apr

il 2017

16,7

44

15,0

84

2,4

61

39,8

51

2,7

01

317

1,6

55

4,5

72

– 83,3

85

Addi

tions

– 343

14

241

465

– –

77

1,1

40

Dis

posa

l –

– –

– –

– (1

87)

– –

(187)

At 3

1 M

arch

16,7

44

15,0

84

2,8

04

39,8

65

2,9

42

782

1,4

68

4,5

72

77

84,3

38

Rep

rese

ntin

g:At

cos

t –

– 2,8

04

39,8

65

2,9

42

782

1,4

68

4,5

72

77

52,5

10

At v

alua

tion

16,7

44

15,0

84

– –

– –

– –

– 31,8

28

16,7

44

15,0

84

2,8

04

39,8

65

2,9

42

782

1,4

68

4,5

72

77

84,3

38

Acc

umulated

depr

ecia

tion

At 1

Apr

il 2017

– 2,4

37

1,8

18

30,7

99

2,5

99

280

1,3

34

3,8

13

– 43,0

80

Cha

rge

for

the

fin

anci

al y

ear

– 309

190

63

62

60

111

– 7

802

Dis

posa

l –

– –

– –

– (1

70)

– –

(170)

At 3

1 M

arch

2,7

46

2,0

08

30,8

62

2,6

61

340

1,2

75

3,8

13

7

43,7

12

Rep

rese

ntin

g:

At

cos

t –

– 2,0

08

30,8

62

2,6

61

340

1,2

75

3,8

13

7

40,9

66

At v

alua

tion

– 2,7

46

– –

– –

– –

– 2,7

46

– 2,7

46

2,0

08

30,8

62

2,6

61

340

1,2

75

3,8

13

7

43,7

12

085 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

9.

Prope

rty,plantand

equ

ipmen

t(con

tinu

ed)

Plant,

mac

hine

ry

Fu

rniture

Free

hold

Office

an

d

and

Motor

land

Buildings

eq

uipm

ent

equipm

ent

Ren

ovation

fitting

sve

hicles

Mou

lds

Signb

oard

Total

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

Gro

up2018

Acc

umulated

im

pairmen

tAt

1 A

pril

2017/3

1 M

arch

– –

8,5

13

– –

– 759

– 9,2

72

Rep

rese

ntin

g:

At

cos

t –

– –

8,5

13

– –

– 759

– 9,2

72

At v

alua

tion

– –

– –

– –

– –

– –

– –

– 8,5

13

– –

– 759

– 9,2

72

Car

ryin

g am

ount

At c

ost

– –

796

490

281

442

193

– 70

2,2

72

At v

alua

tion

16,7

44

12,3

38

– –

– –

– –

– 29,0

82

16,7

44

12,3

38

796

490

281

442

193

– 70

31,3

54

086 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

9.

Prope

rty,plantand

equ

ipmen

t(con

tinu

ed)

Plant,

mac

hine

ry

Fu

rniture

Free

hold

Office

an

d

and

Motor

land

Buildings

eq

uipm

ent

equipm

ent

Ren

ovation

fitting

sve

hicles

Mou

lds

Total

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

Gro

up2017

Cos

t/Va

luat

ion

At 1

Apr

il 2016

16,7

44

15,0

84

2,4

33

42,4

17

2,6

90

317

1,6

58

4,5

72

85,9

15

Addi

tions

– 28

31

11

– 7

– 77

Dis

posa

l –

– –

(2,5

97)

– –

(10)

– (2

,607)

At 3

1 M

arch

16,7

44

15,0

84

2,4

61

39,8

51

2,7

01

317

1,6

55

4,5

72

83,3

85

Rep

rese

ntin

g:At

cos

t –

– 2,4

61

39,8

51

2,7

01

317

1,6

55

4,5

72

51,5

57

At v

alua

tion

16,7

44

15,0

84

– –

– –

– –

31,8

28

16,7

44

15,0

84

2,4

61

39,8

51

2,7

01

317

1,6

55

4,5

72

83,3

85

Acc

umulated

dep

reciation

At 1

Apr

il 2016

– 2,1

28

1,6

62

32,9

85

2,5

50

265

1,1

98

3,8

13

44,6

01

Cha

rge

for

the

finan

cial

yea

r –

309

156

62

49

15

146

– 737

Dis

posa

l –

– –

(2,2

48)

– –

(10)

– (2

,258)

At 3

1 M

arch

2,4

37

1,8

18

30,7

99

2,5

99

280

1,3

34

3,8

13

43,0

80

Rep

rese

ntin

g:At

cos

t –

– 1,8

18

30,7

99

2,5

99

280

1,3

34

3,8

13

40,6

43

At v

alua

tion

– 2,4

37

– –

– –

– –

2,4

37

– 2,4

37

1,8

18

30,7

99

2,5

99

280

1,3

34

3,8

13

43,0

80

087 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

9.

Prope

rty,plantand

equ

ipmen

t(con

tinu

ed)

Plant,

mac

hine

ry

Fu

rniture

Free

hold

Office

an

d

and

Motor

land

Buildings

eq

uipm

ent

equipm

ent

Ren

ovation

fitting

sve

hicles

Mou

lds

Total

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

RM’000

2017

Acc

umulated

impa

irmen

tAt

1 A

pril

2016

– –

– 8,8

62

– –

– 759

9,6

21

Dis

posa

l –

– –

(349)

– –

– –

(349)

At 3

1 M

arch

– –

8,5

13

– –

– 759

9,2

72

Rep

rese

ntin

g:At

cos

t –

– –

8,5

13

– –

– 759

9,2

72

At v

alua

tion

– –

– –

– –

– –

– –

– 8,5

13

– –

– 759

9,2

72

Carryingam

ount

At c

ost

– –

643

539

102

37

321

– 1,6

42

At v

alua

tion

16,7

44

12,6

47

– –

– –

– –

29,3

91

16,7

44

12,6

47

643

539

102

37

321

– 31,0

33

088 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

9. Property,plantandequipment(continued)

(a) The freehold land and buildings were revalued on 3 December 2015 by an independent qualified valuer.

(b) fair value of the freehold land and buildings are categorised under level 2 of fair value. level 2 of fair value is determined by using the sales comparison approach. Sales price of comparable properties is close proximity are adjusted for differences in key attributes such as property size. The most significant input into this valuation approach is price per square foot of comparable properties.

(c) Had the revalued freehold land and buildings been carried at historical cost, the carrying amount of the freehold land and buildings that would have been included in the financial statements of the Group as at 31 March would have been as follows:

Group 2018 2017

RM’000 RM’000

freehold land 5,518 5,518 buildings 7,264 7,467

12,782 12,985

(d) The Group has plant, machinery and equipment and moulds with an aggregate cost of approximately rM44,423,000 (2017: rM46,989,000). The Group’s changed its business model from manufacturing to trading, management has assessed these carrying amount and impairment of rM9,272,000 (2017:rM9,272,000) recorded to reduce the carrying amount of certain plant, machinery and equipment and moulds.

10. Investmentproperties

Group 2018 2017

RM’000 RM’000

CostAt 1 April 2017/2016/ 31 March 14,886 14,886

AccumulateddepreciationAt 1 April 2017/2016 229 86Charge for the financial year 143 143

At 31 March 372 229

CarryingamountAt 31 March 14,514 14,657

FairvalueAt 31 March 22,229 14,886

089 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

10. Investmentproperties(continued)

Group 2018 2017

RM’000 RM’000

Analysed as: freehold land 8,319 8,319buildings 6,195 6,338

14,514 14,657

(a) The fair value has been determined based on valuations. valuations of properties of the Group are estimated by Directors based on the comparison method that refers to market value of similar properties in the open market.

(b) investment properties are leased to third parties. The following are recognised in profit or loss in respect of investment properties:

Group 2018 2017

RM’000 RM’000

rental income 624 520 Direct operating expenses (13) (13)

11. Investmentinsubsidiaries

Company 2018 2017

RM’000 RM’000

unquoted shares, at cost: At 1 April 2017/2016 27,240 27,240Addition 519 – 27,759 27,240Accumulated impairment losses (70) (70)

At 31 March 27,689 27,170

090 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

11. Investmentinsubsidiaries(continued)

All subsidiaries are incorporated in Malaysia and their details are as follows:

NameofsubsidiariesPercentageofequityheld(%) Principalactivities

2018 2017

Gp Autobat Sdn. bhd. 100 100 Manufacturing and sales of automotive batteries and components. During the year, the Company had ceased the business operation.

Gp Marketing Sdn. bhd. 100 100 Marketing automotive batteries.

GpA plastic industries Sdn. bhd. 100 100 Manufacturing of plastic components and its related products, however, it has ceased operations in prior year and remains dormant.

GpA Trading Sdn. bhd. * 100 100 Marketing and trading of finished plastic products and battery water. The Company has however ceased operations in prior year and remains dormant.

Gp products Sdn. bhd. 70 70 Marketing sealed lead acid batteries and other related downstream products. The Company has however ceased operations in prior year and remains dormant.

GpA Technologies Sdn. bhd. # 70 70 Sale of sealed lead acid batteries.

Hasrat Mestika Sdn. bhd. 100 100 Trading of used motor vehicles. The Company has however ceased operations in prior year and remains dormant.

Gp firstpower Technologies Sdn. bhd. #

42 42 Manufacturing , supplying and distributing valve regulated lead acid batteries and sealed lead acid batteries. The Company has yet to commence business operation during the financial year.

kenola Sdn. bhd. [1] 100 – retailing of cosmetics and skin care products.

091 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

11. Investmentinsubsidiaries(continued)

* interest held by GpA plastic industries Sdn. bhd.

# interest held by Gp products Sdn. bhd.

[1] On 1 August 2017, the Group has acquired 1,002 ordinary shares with a total value of rM20,040 in kenola Sdn. bhd..

(a) Acquisitionofasubsidiary On 1 August 2017, the Group acquired 1,002 ordinary shares representing 100% equity interest

in kenola Sdn. bhd. for a total purchase consideration of rM20,040 satisfied by way of cash consideration. As a result of that, kenola Sdn. bhd. became a subsidiary of the Group.

Fairvalue recognised Acquiree’s on carrying acquisition amount RM’000 RM’000 Cash and bank balances 17 17Tax recoverable 8 8Non-trade payables and accruals (2) (2)

Share of net asset acquired 23 23

Goodwill on consideration (3)

Total purchase consideration 20less: Cash and bank balances of kenola Sdn. bhd. (17)

Cash flow on acquisition, net of cash acquired 3

(b) Non-controllinginterestsinsubsidiaries

The Group’s subsidiaries that have material non-controlling interests (“NCi”) are as follows:

2018 2017 RM’000 RM’000

GP Products Sdn. Bhd.NCi percentage of ownership interest and voting interest 30% 30%Carrying amount of NCi 4,547 4,586

(loss)/profit allocated to NCi (39) 489

092 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

11. Investmentinsubsidiaries(continued)

Summarised financial information of Gp product Sdn. bhd. before intra-group elimination:

2018 2017 RM’000 RM’000

Financialpositionasat31MarchNon-current assets 82 144Current assets 23,955 24,317Current liabilities (8,465) (8,765)

Net assets 15,572 15,696

Profitorlossandothercomprehensiveincome forthefinancialyearended31Marchrevenue 12,047 14,159(loss)/profit for the year (124) 1,642Total comprehensive (loss)/income (124) 1,642

Cashflowforthefinancialyearended31MarchCash flows generated from operating activities 6,762 1,289Cash flows used in investing activities – (4)Cash flows (used in)/from financing activities (455) 917

Net increase in cash and cash equivalents 6,307 2,202

12. Amountduefrom/(to)subsidiaries

Company 2018 2017

RM’000 RM’000

Amount due from subsidiaries: Non-current: - quasi loans 90,446 91,146 Current: - non-trade balances 681 681

91,127 91,827

Amount due to a subsidiary: Current: - non-trade balances (774) (774)

093 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

12. Amountduefrom/(to)subsidiaries(continued)

i. Quasi loans represent advances and payments made on behalf of which the settlement is neither planned nor likely to occur in the foreseeable future. These amounts are, in substance, a part of the Company’s net investment in the subsidiaries. The quasi loans are stated at cost less accumulated impairment losses, if any.

ii. The non-trade balances represents unsecured, interest-free advances and payments made on behalf and is repayable on demand.

13. Goodwill on consolidation

Group 2018 2017

RM’000 RM’000

At costAt 1 April 2017/2016 2,767 2,767Accumulated impairment loss (2,767) (2,767)

At 31 March – –

14. Inventories

Group 2018 2017

RM’000 RM’000

At costfinished goods 5,360 16,956 Atnetrealisablevaluework-in-progress – 631finished goods 764 283

6,124 17,870

Recognisedinprofitorlossinventories recognised as cost of sales 106,469 87,223write-down to net realisable value 662 340reversal of inventories written down (1,320) (3,112)

094 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

15. Tradereceivables

Group 2018 2017

RM’000 RM’000

Trade receivables 21,534 27,737less: impairment At 1 April 2017/2016 (2,432) (4,099)Additions (357) (78)written off 87 –reversal – 1,745

At 31 March (2,702) (2,432)

18,832 25,305

The Group’s normal trade credit term for local and foreign trade receivables ranges from 30 to 120 days (2017: 30 to 120 days) and 30 to 180 days (2017: 30 to 180 days) respectively.

included in trade receivables of the Group is an amount due from related parties by virtue of a director’s interest in shares in the Company, amounting to rM2,305,302 (2017: rM212,402).

16. Non-tradereceivables,depositsandprepayments

Group 2018 2017

RM’000 RM’000

Advance payment to trade payable 2,313 5,212less: impairment At 1 April 2017/2016 (231) –reversal 112 –Additions – (231)

At 31 March (119) (231)

2,194 4,981

Non-trade receivables 1,328 604Deposits 845 30prepayments 54 66

4,421 5,681

095 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

17. Depositswithlicensedbanks Group 2018 2017

RM’000 RM’000

Original maturities of 3 months or less 32,689 6,500Original maturities more than 3 months 5,000 14,000

37,689 20,500

The interest rate of deposits during the financial year range from 3.20% to 3.95 % (2017: 3.20% to 3.90%) per annum. The maturities of deposits at the end of the financial year were at 1 month to 12 months (2017: 1 month to 6 months).

18. Non-currentassetheldforsale

Group 2018 2017

RM’000 RM’000

Cost At 1 April 2017/2016 – 6,327Disposal – (6,327)

At 31 March – –

AccumulateddepreciationAt 1 April 2017/2016 – 1,514Depreciation during the financial year prior to transfer to investment properties – 12Disposal – (1,526)

At 31 March – –

Carryingamount – –

On 15 April 2016, Gp Autobat Sdn. bhd., a wholly owned subsidiary of the Company, entered into a sale and purchase agreement for the disposal of a freehold land and buildings with carrying amount of approximately rM4.9 million for a total cash consideration of approximately rM14.8 million inclusive of approximately rM1.6 million related expenses resulting in a net gain of approximately rM8.3 million.

096 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

19. Share capital

GroupandCompany Note 2018 2017 RM’000 RM’000

Ordinary shares (a) 98,049 98,049Share premium (b) 6,254 6,254

104,303 104,303

(a) Ordinaryshares

GroupandCompany 2018 2017 2018 2017 Numberofordinaryshares RM’000 RM’000 (’000) (’000)

issued and fully paid:At 1 April 2017/2016/ 31 March 980,490 980,490 98,049 98,049

(b) Sharepremium

GroupandCompany 2018 2017 RM’000 RM’000

At 1 April 2017/2016/31 March 6,254 6,254

in accordance with Section 74 of the Companies Act, 2016 in Malaysia which became effective 31 January 2017, all shares issued by a company shall have no par or nominal value. Therefore, the share premium account now effectively forms part of the Company’s share capital effective 31 January 2017 and at the end of the financial year end.

The Company has adopted the transitional provision under the Companies Act, 2016 in Malaysia where the sum standing to the credit of the share premium and capital reserve account may be utilised within 24 months from the commencement date of 31 January 2017 in the manner as allowed for under the Act. Any remaining amount standing to the credit of the Company’s equity shall be reclassified and become part of the share capital.

097 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

20. Reserves

Group Company 2018 2017 2018 2017 Note RM’000 RM’000 RM’000 RM’000

Non-distributableShare premium 19 – – – –revaluation reserve (a) 22,141 22,027 – –warrant reserve (b) 4,902 24,512 4,902 24,512Discount on shares (b) (4,902) (24,512) (4,902) (24,512)

22,141 22,027 – –Distributable (Accumulated losses)/ retained earnings (c) (18,658) (17,263) 13,788 13,978

3,483 4,764 13,788 13,978

(a) Revaluationreserve

The revaluation reserve relates to the revaluation of property, plant and equipment immediately prior to its reclassification as investment properties and revaluation of property, plant and equipment.

(b) Warrantreserveanddiscountonshares

The movement in the warrant reserve of the Group and of the Company are as follows:

GroupandCompany 2018 2017 RM’000 RM’000

At 1 April 2017/2016 24,512 44,122fair value adjustment (19,610) (19,610)

At 31 March 4,902 24,512

The salient terms of the warrant are as follows:

(i) The exercise price is rM0.10 per ordinary share and 5 warrants will entitle the registered holder to subscribe for 2 new ordinary shares of the Company during the Exercise period;

(ii) The exercise period is for a period of 10 years commencing on and including the date of allotment of the warrant. warrants not exercised during the Exercise period will thereafter lapse and cease to be valid;

098 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

20. Reserves(continued)

(b) Warrantreserveanddiscountonshares(continued)

(iii) The new ordinary shares to be issued pursuant to the exercise of the warrants shall, upon allotment and issuance, rank pari passu in all respects with the then existing ordinary shares of the Company, save and except that the holders of the new ordinary shares of the Company shall not be entitled to any dividends, rights, allotment and/or other distributions, the entitlement date of which is on or before the date of allotment of the ordinary shares of the Company pursuant to the exercise of the warrants;

(iv) The warrants are constituted under a Deed poll executed on 24 April 2015;

(v) in the case of a members’ voluntarily winding up, or a compromise or arrangement between the Company and its members or any class of them (whether or not in connection with a scheme for reconstruction or amalgamation), every warrant Holder as evidenced in the record of Depositors shall be treated as having the right to subscribe for new ordinary shares of the Company in accordance with the terms and conditions of the Deed poll, at any time within 6 weeks after passing of such resolution for a members’ voluntarily winding up of the Company, or within 6 weeks after the granting of the court order in respect of the compromise or arrangement; and

(v) The warrant Holders are not entitled to any voting right or to participate in any distribution and/or after of further securities in the company until and unless such warrant Holder exercise their warrants for new ordinary share of the Company.

As at 31 March 2018, the warrants remained unexercised. The number of warrants unexercised at the end of the reporting period was 490,243,800 (2017: 490,243,800). The warrants will expire on 6 January 2025.

The fair value allocated to the warrants is derived by adjusting the proceeds of the issuance

to the fair value of the shares and warrant on a proportionate basis. The discount on shares is a reserve account that is created to preserve the par value of the ordinary shares.

(c) Retainedearnings

under the single tier system introduced by the finance Act 2007, in Malaysia which came into effect from the year of assessment 2008, dividends paid under this system are tax exempt in the hands of shareholders. As such, the whole retained earnings can be distributed to shareholders as tax exempt dividends.

21. Deferredtaxliabilities

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

At 1 April 2017/2016 2,929 2,929 2,219 2,219recognised in statement of profit or loss (210) – – –

At 31 March 2,719 2,929 2,219 2,219

099 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

21. Deferredtaxliabilities(continued) The components and movements of deferred tax liabilities and assets during the financial year prior

to offsetting are as follows: Revaluation Property, ofproperty, plant and plant and equipment equipment Total

RM’000 RM’000 RM’000

Deferredtaxliabilitiesofthe Group:

At 1 April 2017 – 2,929 2,929recognised in statement of profit or loss 5,028 (210) 4,818

At 31 March 2018 5,028 2,719 7,747

At 1 April 2016/ 31 March 2017 – 2,929 2,929

Unabsorbed capital Unutilised Provision allowances taxloses Total

RM’000 RM’000 RM’000 RM’000

Deferredtaxassetsofthe Group:

At 1 April 2017 – – – –recognised in statements of profit or loss (2,084) (2,106) (838) (5,028)

At 31 March 2018 (2,084) (2,106) (838) (5,028)

Dividend receivable RM’000

Deferredtaxliabilitiesofthe Company:

At 1 April 2017/31 March 2018 –

At 1 April 2016/31 March 2017 2,219

100 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

21. Deferredtaxliabilities(continued)

The amounts of temporary differences for which no deferred tax assets have been recognised as they may not be used to offset taxable profits of the other subsidiaries in the Group and they arose in subsidiaries that have a recent history of losses, are as follows (stated at gross):

Group 2018 2017

RM’000 RM’000

property, plant and equipment – 7,288provision 5,778 7,833unutilised tax losses 31,229 25,244unabsorbed capital allowances 263 9,916

37,270 50,281

22. Trade payables

The normal trade credit terms granted to the Group ranges from 30 to 60 days (2017: 30 to 60 days).

23. Non-tradepayables,accrualsandprovisions

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

Non-trade payables 700 550 1 –Advance payment from trade receivables 2 132 – –Accruals 1,646 1,163 44 53provision for custom claim 3,974 3,974 – –provision for retrenchment 311 245 – –provisions for incentives, warranty claims and promotional bonus 6,173 6,894 – –

12,806 12,958 45 53

101 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

23. Non-tradepayables,accrualsandprovisions(continued)

The details of the provisions for incentives, warranty claims and promotion bonus of the Group are as follows:-

Promotional Warranty Promotional Bulk Incentives Claims Bonus Discount Total

RM’000 RM’000 RM’000 RM’000 RM’000

GroupAt 1 April 2017 3,211 2,885 798 – 6,894Addition during the financial year 3,146 964 557 905 5,572utilisation during the financial year (4,309) (144) (734) (287) (5,474)reversal during the financial year – – (260) (559) (819)

At 31 March 2018 2,048 3,705 361 59 6,173

At 1 April 2016 2,320 2,933 – – 5,253Addition during the financial year 3,809 1,149 1,243 – 6,201utilisation during the financial year (2,918) (942) (445) – (4,305)reversal during the financial year – (255) – – (255)

At 31 March 2017 3,211 2,885 798 – 6,894

provision for warranty claims, promotional incentives and bonus relate mainly to automotive and sealed lead acid batteries sold and are made on estimates from historical information, and on rates determined by management as appropriate in light of the likelihood of the relevant expenses expected to be incurred over the next financial year.

24. Significantrelatedpartytransactions

(a) identities of related parties:-

parties are considered to be related to the Group if the Group has the ability to directly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. related parties may be individual or other entities.

related parties of the Group include:

(i) Subsidiaries;(ii) Entities in which directors have substantial financial interest; and(iii) key management personnel of the Group and of the Company, comprise persons having

the authority and responsibility for planning, directing and controlling the activities directly or indirectly.

102 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

24. Significantrelatedpartytransactions(continued)

(b) Other than those disclosed elsewhere in the financial statements, the Group and the Company also carried out the following transactions with its related parties during the financial year:-

Group 2018 2017 RM’000 RM’000

Sale of batteries to related parties 3,240 1,378warranty claim from a related party (115) (125)purchase of batteries from a related party (233) –royalty received from a related party 44 34rental income from a related party 624 520

(c) Compensation of key Management personnel

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

Directors’ remuneration (including benefits-in-kind) 739 800 – –Directors’ fees 36 47 36 47

775 847 36 47

The estimated monetary value benefit-in-kinds provided by the Group and the Company to the directors of the Company was rM2,337 (2017: rM2,034)

25. Operatingsegments

(a) Businesssegments

Operating segments are prepared in a manner consistent with the internal reporting provided to the Directors as the chief operating decision maker in order to allocate resources to segments and to assess their performance. for management’s purpose, the Group is organised into business units based on their products and services provided.

The Group is organised into 3 main business segments:

Automotive batteries - manufacture, assembly and sale of automotive batteries and components.

valve regulated lead Acid (“vrlA”) batteries

- manufacture, assembly and sale of sealed lead acid batteries.

personal care - retailing of cosmetics and skin care products.

Assets, liabilities and expenses which are common and cannot be meaningfully allocated to the operating segments are presented under unallocated items. unallocated items comprise mainly income taxes and related expenses.

103 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

25. Operatingsegments(continued)

(a) Businesssegments(continued)

Automotive VRLA Personal batteries batteries care Eliminations GroupGroup RM’000 RM’000 RM’000 RM’000 RM’000

2018 RevenueExternal sales 54,575 12,047 784 – 67,406inter-segment revenue 13,245 – – (13,245) –

Total revenue 67,820 12,047 784 (13,245) 67,406

ResultsSegment results 223 3 (1,078) (100) (952)

unallocated expenses (191)Tax expense (177)

loss for the financial year (1,320)

Net asset Segment assets 132,969 27,713 2,445 (35,064) 128,063

unallocated assets 94

Total assets 128,157

Segment liabilities 9,945 3,109 – 6 13,060

unallocated liabilities 2,764

Total liabilities 15,824

Otherinformation Capital expenditure 21 – 1,119 – 1,140Depreciation of property, plant and equipment and investment properties 770 62 113 – 945inventories written down 413 249 – – 662reversal of inventories written down (627) (693) – – (1,320)impairment loss on trade receivables 88 268 – – 356reversal of impairment loss on trade receivables (87) – – – (87)warranty claim expenses 701 263 – – 964

104 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

25. Operatingsegments(continued)

(a) Businesssegments(continued)

Automotive VRLA Personal batteries batteries care Eliminations GroupGroup RM’000 RM’000 RM’000 RM’000 RM’000

2017 RevenueExternal sales 76,379 14,160 – – 90,539inter-segment revenue 72 – – (72) –

Total revenue 76,451 14,160 – (72) 90,539

ResultsSegment results 7,395 1,882 – – 9,277

unallocated expenses (200)finance costs (117)Tax expense (500)

profit for the financial year 8,460

Net asset Segment assets 105,970 23,856 – (21) 129,805

unallocated assets 109

Total assets 129,914

Segment liabilities 15,528 2,892 – (2,212) 16,208

unallocated liabilities 53

Total liabilities 16,261

Otherinformation Capital expenditure 73 4 – – 77Depreciation of property, plant and equipment and investment properties 823 69 – – 892bad debts written off 3 – – – 3inventories written down – 340 – – 340reversal of inventories written down (2,931) (181) – – (3,112)impairment loss on trade receivables 78 – – – 78reversal of impairment loss on trade receivables (1,593) (152) – – (1,745)warranty claim expenses 894 – – – 894

105 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

25. Operatingsegments(continued)

(b) Geographicalsegments

Although the Group’s business segments are managed on a worldwide basis, they operate in three main geographical areas, namely Malaysia (the Company’s home country), Nigeria, and papua New Guinea.

Revenue 2018 2017 RM’000 RM’000

Malaysia 63,113 81,820Nigeria 1,228 3,486papua New Guinea 1,897 1,600Others 1,168 3,633

67,406 90,539

(c) Majorcustomers

revenue from 1 (2017: 1) major customer, with revenue equal to or more than 10% of the Group’s revenue, amounted to approximately rM7,421,472 (2017: rM10,959,061) arising from sales in the Automotive batteries segments.

26. Material litigation

(a) LegalsuitbysubsidiaryagainstBatterySolutionsSdn.Bhd.(“BSSB”)

On 14 May 2015, Gp Autobat Sdn. bhd. (“GpA”), a wholly owned subsidiary of the Company, received a writ of Summons together with a statement of claim issued by kuala lumpur Sessions Court in relation to a claim by bSSb amounting to rM121,023 for purported purchases of battery products supplied by bSSb to GpA. GpA has appointed the Group’s solicitors to challenge the claim. On 21 June 2018, bSSb had withdrawn the legal suit against GpA.

On 15 September 2015, GpA received a writ of Summons together with a statement of claim issued by the High Court of Malaya, kuala lumpur in relation to another claim filed by bSSb amounting to rM1,213,990 for alleged breach of contract by failing and/or refusing to purchase the requisite amount of battery grid panels from bSSb which resulted in bSSb suffering damages and losses. GpA has appointed the Group’s solicitors to challenge the claim. GpA had made provision of rM1,213,990 in the financial year ended 31 March 2014, no further provision was made subsequent to that period.

106 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

26. Materiallitigation(continued)

(a) LegalsuitbysubsidiaryagainstBatterySolutionsSdn.Bhd.(“BSSB”)(continued)

On 28 September 2016, the High Court of Malaya had delivered the judgement whereby GpA is liable to pay a sum of rM1,213,989 to bSSb together with the interest at the rate of 5% per annum and cost for a sum of rM50,000. On 14 October 2016, GpA had filed an appeal with the Court of Appeal through its solicitor.

On 23 June 2017, GpA had submitted the Memorandum of Appeal to the Court of Appeal.

On 9 July 2018, Court of Appeal has allowed GpA’s appeal against the decision of the High Court of Malaya. The Court of Appeal awarded cost of rM80,000 to be paid by bSSb subject to allocator fees.

(b) LegalsuitbysubsidiaryagainstGlobalBatteryTechnologiesSdn.Bhd.(“GBTSB”)

During financial year ended 31 March 2016, GpA initiated a claim against GbTSb for a sum of rM284,530 for balances payable on accounts outstanding and legal cost for a sum of rM30,000, and which has been responded with a corresponding counter claim by GbTSb against GpA for a disputed delivery of rM490,224. The matter is pending appeal from the decision of the Session Court whereby the judge had allowed the GpA’s claim and rejected GbTSb counter-claim.

The Group are unable to ascertain the outcome of this appeal as the grounds for judgement is pending from the Session Court judge.

27. Contingencies

Group 2018 2017 RM’000 RM’000

Contingent liabilitybank guarantee given by financial institution to third party 199 199

Contingent asset legal claim (Note 26(b)) 285 –

107 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

28. Operating leases

Total future minimum lease payments under non-cancellable operating leases of business premises contracted as at reporting date but not recognised as liabilities are analysed as follows:

Group Between one Not later than year and two one year years RM’000 RM’000

2018 rental expenses 1,024 1,316Service charges 47 60promotional charges 8 11

1,079 1,387

29. Financialinstruments

Categoriesoffinancialinstruments

The table below provides an analysis of financial instruments categorised as follows:

(a) loans and receivables (“l&r”)(b) financial liabilities measured at amortised cost (“fl”)

Financial liabilities measuresat Carrying Loansand amortised amount receivables cost RM’000 RM’000 RM’000

Group2018 Financialassets Trade receivables 18,832 18,832 –Non-trade receivables and deposits 2,173 2,173 –Deposits with licensed banks 37,689 37,689 –Cash and bank balances 14,495 14,495 –

73,189 73,189 –

108 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

29. Financialinstruments(continued)

Categoriesoffinancialinstruments(continued)

Financial liabilities measuresat Carrying Loansand amortised amount receivables cost RM’000 RM’000 RM’000

Group2018 Financialliabilities Trade payables 299 – 299Non-trade payables and accruals 2,346 – 2,346

2,645 – 2,645

2017 FinancialassetsTrade receivables 25,305 25,305 –Non-trade receivables and deposits 634 634 –Deposits with licensed banks 20,500 20,500 –Cash and bank balances 13,723 13,723 –

60,162 60,162 –

Financialliabilities Trade payables 374 – 374Non-trade payables and accruals 1,713 – 1,713

2,087 – 2,087

Company2018 FinancialassetsAmount due from subsidiaries 91,127 91,127 –Cash and bank balances 92 92 –

91,219 91,219 –

FinancialliabilitiesAmount due to a subsidiary 774 – 774Non-trade payables and accruals 45 – 45

819 – 819

109 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

29. Financialinstruments(continued)

Categoriesoffinancialinstruments(continued)

Financial liabilities measuresat Carrying Loansand amortised amount receivables cost RM’000 RM’000 RM’000

Company2017 FinancialassetsAmount due from subsidiaries 91,827 91,827 –Cash and bank balances 109 109 –

91,936 91,936 –

Financialliabilities Amount due to a subsidiary 774 – 774Non-trade payables and accruals 53 – 53

827 – 827

Netgainsandlossesarisingfromfinancialinstruments

Group Company 2018 2017 2018 2017 RM’000 RM’000 RM’000 RM’000

Net(losses)/gainsarisingon:Financial assets measured at loan and receivablesbad debts written off – (3) – –impairment loss on trade receivables (357) (78) – –reversal of impairment loss on trade receivables 87 1,745 – –interest income 1,209 698 – –realised (loss)/gain on foreign exchange (184) 605 – –unrealised (loss)/gain on foreign exchange (680) 787 – –Financial liabilities measured at amortised cost realised loss on foreign exchange 112 366 – –unrealised loss on foreign exchange (56) 220 – –

131 4,340 – –

110 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies

The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments. The key financial risks include credit risk, interest rate risk, market risk, foreign currency risk and liquidity risk.

The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s and the Company’s businesses whilst managing its credit risk, interest rate risk, market risk, foreign currency risk and liquidity risk.

The following sections provide details regarding the Group’s and the Company’s exposure to the above mentioned financial risks and the objectives, policies and processes for the management of these risks.

Creditrisk

The Group’s exposures to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. for other financial assets (including quoted investments, cash and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating counterparties.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and non-trade receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that might have been incurred but not yet identified. impairment is estimated by management based on prior experience and the current economic environment.

Credit risk concentration profile

The Group’s major concentration of credit risk related to the amounts owing by 4 (2017: 4) major customers which constituted approximately 31% (2017: 51%) of its trade receivable as at the end of the reporting period.

Exposure to credit risk

As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the financial assets as at the end of the reporting period.

111 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies(continued)

Creditrisk(continued) The exposure of credit risk for trade receivables by geographical region is as follows:

Group 2018 2017 RM’000 RM’000

Malaysia 14,727 17,417China 1,125 –india 2,635 7,888Others 345 –

18,832 25,305

Ageing analysis

The ageing analysis of the Group’s trade receivables is as follows:

Gross Individual Collective Carrying amount impairment impairment amount RM’000 RM’000 RM’000 RM’000

Group2018 Not past due: 16,193 – – 16,193past due:- more than 3 months 5,341 (2,702) – 2,639

21,534 (2,702) – 18,832

2017 Not past due: 15,221 – – 15,221past due: - less than 3 months 2,066 – – 2,066- more than 3 months 10,450 (2,432) – 8,018

27,737 (2,432) – 25,305

112 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies(continued)

Creditrisk(continued)

At the end of the reporting period, trade receivables that are individually impaired were those in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.

Directors believe that collective impairment is not necessary.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor impaired are regular customers that have been transacting with the Group. The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due, which are deemed to have higher credit risk, are monitored individually.

Trade receivables that are past due but not impaired

Any receivables having significant balances past due or more than 60 days, which are deemed to have higher credit risk, are monitored individually. The Group believes that no impairment allowance is necessary in respect of these trade receivables. They are companies which have substantially good collection track record and no recent history of default.

Interestraterisk

interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk arises mainly from interest-earning financial assets and liabilities. The Group’s policy is to obtain the most favourable interest rates available.

information relating to the Group’s exposure to the interest rate risk of the financial liabilities is disclosed in their respective notes to the financial statements.

interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the interest rates as at the end of the reporting period, with all other variables held constant:

113 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies(continued)

Interestraterisk(continued)

interest rate risk sensitivity analysis (continued)

Group 2018 2017 Increase / Increase / (Decrease) (Decrease) RM’000 RM’000

Effectsonlossaftertaxation

increase of 100 basis point 29 16Decrease of 100 basis point (29) (16)

Marketrisk

The market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and others prices that will affect the Group’s financial position of cash flows.

Foreigncurrencyrisk

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than ringgit Malaysia. The currencies giving rise to this risk are primarily united States Dollar (“uSD”) and Australian Dollar (“AuD”). The exposure of foreign currency risk is monitored on an on-going basis to ensure that the net exposure is at an acceptable level.

The Group’s exposure to foreign currency is as follows:

Other foreign USD AUD currencies Total RM’000 RM’000 RM’000 RM’000

Group2018 FinancialassetsTrade receivables 4,010 – – 4,010Non-trade receivables 2,194 – – 2,194Cash and bank balances 1,147 11 27 1,185

7,351 11 27 7,389

Financialliability Trade payables 181 – 9 190

Net currency exposure 7,170 11 18 7,199

114 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies(continued)

Foreigncurrencyrisk(continued)

The Group’s exposure to foreign currency is as follows (continued):

Other foreign USD AUD currencies Total RM’000 RM’000 RM’000 RM’000Group2017 Financialassets Trade receivables 7,888 – – 7,888Non-trade receivables 5,193 – – 5,193Cash and bank balances 100 13 46 159

13,181 13 46 13,240

Financialliabilities Trade payables 209 – 8 217Non-trade payables 132 – – 132

341 – 8 349

Net currency exposure 12,840 13 38 12,891

foreign currency risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably possible change in the foreign currencies as at the end of the reporting period, with all other variables held constant:

Group Group 2018 2017 2018 2017 % % RM’000 RM’000 Increase/ Increase/ (Decrease) (Decrease)

EffectonlossaftertaxationuSD/rM Strengthened by 10.00 10.00 545 976weakened by 10.00 10.00 (545) (976)

AuD/rM Strengthened by 10.00 10.00 1 1weakened by 10.00 10.00 (1) (1)

Other foreign currencies/rM Strengthened by 10.00 10.00 1 3weakened by 10.00 10.00 (1) (3)

115 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies(continued)

Liquidityrisk

liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial obligations when they fall due. The Group’s and the Company’s exposures to liquidity risk arise primarily from mismatches of the maturities between financial assets and liabilities. The Group’s and the Company’s exposures to liquidity risk arise principally from trade and non-trade payables and accruals.

The Group and the Company monitor and maintain a level of cash and cash equivalents deemed

adequate by management to finance the Group’s and the Company’s operations and to mitigate the effects of fluctuations in cash flows.

Maturity analysis

The table below summarises the maturity profile of the Group’s and of the Company’s financial liabilities as at reporting date based on undiscounted contractual payments:

Contractual Contractual Carrying interest cash Within amount rate flows 1year RM’000 % RM’000 RM’000

Group2018 Trade payables 299 – 299 299Non-trade payables and accruals 2,346 – 2,346 2,346

2,645 2,645 2,645

2017 Trade payables 374 – 374 374Non-trade payables and accruals 1,713 – 1,713 1,713

2,087 2,087 2,087

116 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018(CONTINUED)

29. Financialinstruments(continued)

Financialriskmanagementobjectivesandpolicies(continued)

Maturityanalysis(continued)

Contractual Contractual Carrying interest cash Within amount rate flows 1year RM’000 % RM’000 RM’000

Company2018 Amount due to a subsidiary 774 – 774 774Non-trade payables and accruals 45 – 45 45

819 819 819

2017 Amount due to a subsidiary 774 – 774 774Non-trade payables and accruals 53 – 53 53

827 827 827

Fairvalue

The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short-term maturity of the financial instruments, except for amount due from subsidiaries and amount due to a subsidiary, as it is not practical to estimate the fair value due principally to a lack of fixed repayment term entered by the parties involved and without incurring excessive costs. The Directors are of the opinion that the carrying amounts recorded at the balance sheet date do not differ significantly from the values that would eventually be recovered.

30. Capitalmanagement

The primary objective of the Group capital management is to ensure that it maintains a strong credit rating and healthy capital ratio in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group’s strategies were unchanged from the previous financial year.

under the requirements of bursa Malaysia practice Note 17, the Group is required to maintain a shareholders’ equity equal to or not less than the 25% of the issued and paid up capital (excluding treasury shares). The Group has complied with this requirement.

117 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

NOTESTOTHEFINANCIALSTATEMENTSAS AT 31 MARCH 2018

(CONTINUED)

31. Comparativefigures

Certain comparative figures have been reclassified to conform with the current year’s presentation as follows:

As restated As audited 2017 2017 RM’000 RM’000

Statementoffinancialposition:Deposits with licensed banks 20,500 –Cash and bank balances 13,723 34,223

Statementofcashflows:Cashflowsfrominvestingactivityincrease in deposits with licensed banks 14,000 – Cashandcashequivalentsat31March 20,223 34,223

32. Generalinformation

The Company is a public limited company that is incorporated and domiciled in Malaysia and listed on the Main Market of bursa Malaysia Securities berhad.

The Company is principally engaged in the business of investment holding. The principal activities of the subsidiaries are set out in Note 11 to the financial statements.

There has been no significant change in the nature of these activities during the financial year.

The registered office of the Company is located at 8-3, Jalan Segambut, 51200 kuala lumpur, Malaysia.

The principal place of business of the Company is located at lot 5031 & 5032, Jalan Teratai, Off Jalan Meru, 41050 klang, Selangor Darul Ehsan, Malaysia.

The financial statements were approved and authorised for issue by the board of Directors on 13 July 2018.

118 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

liST Of GROUP’SPROPERTIESAS AT 31 MArCH 2018

TypeofPropertyandLocationLand

Area(m2)Existing

Use

Tenure/Approximate

AgeofBuilding

NetBookValue as

at 31.3.2018(RM)

DateofLastRevaluation

1. industrial land & buildings lot 55632 Mukim of kapar District of klang Selangor Darul Ehsan

24,690 Office &warehouse

freehold/ 14 years

29,082,494.53 31.03.2016

2. industrial land & buildings lot 5033 Mukim of kapar District of klang Selangor Darul Ehsan

12,267 rented as warehouse

freehold/10 years

14,513,643.60 31.03.2016

119 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

ANAlySiS Of SHAREHOLDINSAS AT 17 July 2018

A. SHARE CAPITAL

Total Number of issued Shares : 980,487,600

Class of Shares : Ordinary Shares

voting rights : One vote for each ordinary share held

B. DISTRIBUTIONOFSHAREHOLDINGS

No.of Total %ofHoldings Holders Holdings Holdings

less than 100 31 1,129 0.00100 to 1,000 285 174,970 0.021,001 to 10,000 1,114 7,652,978 0.7810,001 to 100,000 1,628 64,822,533 6.61100,001 to less than 5% of issued shares 392 675,525,812 68.905% and above of issued shares 1 232,310,178 23.69

3,451 980,487,600 100.00

C. DIRECTORS’SHAREHOLDINGS (As per the Register of Directors’ Shareholdings of the Company)

None of the Directors who held office had any interest in the shares of the Company.

D. SUBSTANTIAL SHAREHOLDER (As per the register of Substantial Shareholders of the Company)

DirectInterest DeemedInterest No.of %of No.of %ofNameofShareholder Shares Holdings Shares Holdings

Tan Sri Dato’ Tan Hua Choon 232,310,178 23.69 – –

120 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

ANALYSISOFSHAREHOLDINSAS AT 17 JULY 2018(CONTINUED)

E. THIRTY LARGEST REGISTERED SHAREHOLDERS (As per the Record of Depositors of the Company)

No.of %ofNo. NameofShareholders Shares Holdings

1 Tan Sri Dato’ Tan Hua Choon 232,310,178 23.69

2 Chew Huat Heng 46,972,000 4.79

3 Chew boon Seng 46,537,000 4.75

4 Ong poh lin 46,311,000 4.72

5 lee pui inn 46,108,700 4.70

6 lim Siew Sooi 45,883,312 4.68

7 Ong wee lieh 45,721,000 4.66

8 Maybank Securities Nominees (Tempatan) Sdn bhd 45,519,200 4.64 pledged Securities Account for lim Eng Huat 9 Maybank Securities Nominees (Asing) Sdn bhd 43,926,800 4.48 pledged Securities Account for Ong Har Hong

10 Tan ban Aik 43,632,500 4.45

11 Maybank Securities Nominees (Tempatan) Sdn bhd 40,461,900 4.13 pledged Securities Account for Ong Huey peng

12 Affin Hwang Nominees (Tempatan) Sdn bhd 40,112,600 4.09 pledged Securities Account for How yoke kam

13 Ong wee Shyong 30,693,200 3.13

14 robert Tan 13,600,000 1.39

15 lim Chong Ee 4,375,000 0.45

16 Sin kek yong 4,250,000 0.43

17 Ming kee Choy 3,312,200 0.34

18 Citigroup Nominees (Asing) Sdn bhd 2,537,500 0.26 Exempt An for OCbC Securities private limited

19 Nga poh Thai 2,449,300 0.25

20 wee Jui Jong 2,299,800 0.23

121 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

ANALYSISOFSHAREHOLDINSAS AT 17 JULY 2018

(CONTINUED)

E. THIRTYLARGESTREGISTEREDSHAREHOLDERS(continued) (As per the Record of Depositors of the Company)

No.of %ofNo. NameofShareholders Shares Holdings

21 AMSEC Nominees (Tempatan) Sdn bhd 2,199,350 0.22 pledged Securities Account for pau yu Tiong

22 CiMSEC Nominees (Tempatan) Sdn bhd 2,000,000 0.20 pledged Securities Account for lau Sie kuong

23 Jagjeet Singh A/l ranjit Singh 2,000,000 0.20

24 CiMSEC Nominees (Tempatan) Sdn bhd 1,809,400 0.18 pledged Securities Account for Ang pei Gaik

25 lao Chok keang 1,700,000 0.17

26 Ng Chai yong 1,700,000 0.17

27 pau yu Tiong 1,598,500 0.16

28 loh Chun lin 1,500,000 0.15

29 lim Guek Ching 1,450,000 0.15

30 Nga poh Choo 1,329,500 0.14

122 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

ANAlySiS Of WARRANTHOLDINGSAS AT 17 July 2018

A. WARRANTS

issued : 490,243,800

Exercised : Nil

Outstanding : 490,243,800

Class of Securities : warrants 2015/2025

B. DISTRIBUTIONOFWARRANTHOLDINGS

No.of Total %ofHoldings Holders Holdings Holdings

less than 100 89 4,239 0.00100 to 1,000 32 16,411 0.011,001 to 10,000 289 1,608,829 0.3310,001 to 100,000 673 30,404,549 6.20100,001 to less than 5% of issued warrants 365 308,856,525 63.005% and above of issued warrants 2 149,353,247 30.46

1,450 490,243,800 100.00

C. DIRECTORS’INTERESTINWARRANTS

None of the Directors who held office had any interest in the warrants of the Company.

123 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

D. THIRTYLARGESTWARRANTHOLDERS

No.of %ofNo. NameofWarrantHolders Warrants Holdings

1. Tan Sri Dato’ Tan Hua Choon 124,736,247 25.44

2. Chew boon Seng 24,617,000 5.02

3. Chew Huat Heng 23,486,000 4.79

4. Ong wee lieh 22,860,500 4.66

5. Maybank Securities Nominees (Tempatan) Sdn bhd 19,848,000 4.05 pledged Securities Account for lim Eng Huat

6. lim Siew Sooi 15,941,500 3.25

7. Ong poh lin 14,123,300 2.88

8. CiMSEC Nominees (Tempatan) Sdn bhd 11,000,000 2.24 pledged Securities Account for lau Sie kuong

9. Hlib Nominees (Tempatan) Sdn bhd 6,500,000 1.33 Hong leong bank bhd for lau Sie kuong

10. Ng Chai yong 6,184,900 1.26

11. lau Sie kuong 5,655,000 1.15

12. Maybank Securities Nominees (Tempatan) Sdn bhd 5,649,250 1.15 pledged Securities Account for Ong Huey peng

13. Alliancegroup Nominees (Tempatan) Sdn bhd 5,241,300 1.07 pledged Securities Account for Michael Heng Chun Hong

14. Sin kek yong 5,150,000 1.05

15. rHb Nominees (Tempatan) Sdn bhd 5,000,000 1.02 pledged Securities Account for Chia Siew fung

16. Maybank Nominees (Tempatan) Sdn bhd 4,000,000 0.82 pledged Securities Account for Tan Ginn woei

17. Maybank Nominees (Tempatan) Sdn bhd 3,575,000 0.73 Ab razak bin Ali

18. Sua Tien fong 3,510,000 0.72

19. Chua lee Guan 3,336,800 0.68

ANALYSISOFWARRANTHOLDINGSAS AT 17 JULY 2018

(CONTINUED)

124 | GPA HOLDINGS BERHAD (493897-v) | ANNuAl rEpOrT 2018

D. THIRTYLARGESTWARRANTHOLDERS(continued)

No.of %ofNo. NameofWarrantHolders Warrants Holdings

20. rHb Capital Nominees (Tempatan) Sdn bhd 3,202,000 0.65 pledged Securities Account for Chua kok Sian

21. Alliancegroup Nominees (Tempatan) Sdn bhd 3,200,000 0.65 pledged Securities Account for Teo Hock kar

22. Ng Hiang Chek 2,400,000 0.49

23. foong wai Chee 2,380,000 0.49

24. Citigroup Nominees (Tempatan) Sdn bhd 2,101,000 0.43 pledged Securities Account for Chong wan Tat

25. Chua kok yong 2,000,000 0.41

26. pau yu Tiong 1,945,500 0.40

27. CiMSEC Nominees (Tempatan) Sdn bhd 1,768,000 0.36 pledged Securities Account for bernadette Margaret lau

28. rHb Capital Nominees (Tempatan) Sdn bhd 1,750,000 0.36 Cha Hoe yong @ Chia Hwi Chiang

29. Ming kee Choy 1,700,500 0.35

30. Maybank Nominees (Tempatan) Sdn bhd 1,625,000 0.33 pledged Securities Account for Abdul razak faiz bin Sulaiman

ANALYSISOFWARRANTHOLDINGSAS AT 17 JULY 2018(CONTINUED)

GPA HOLDINGS BERHADPROXYFORM (493897-v)

i/we..............................................................................................NriC No./Company No. ........................................ (full name in block letters)

of .......................................................................................................................... Tel No. ........................................ (full address)

being a member of GPA HOLDINGS BERHAD hereby appoint .........................................................................................

..........................................................................................................................NriC No. ........................................ (full name in block letters) of ............................................................................................................................................................................. (full address)

representing …....percentage (%) of my/our shareholdings in the Company and/or failing him/her ..................................

..........................................................................................................................NriC No. ........................................ (full name in block letters) of ............................................................................................................................................................................. (full address)

representing ………... percentage(%) of my/our shareholdings in the Company and/or failing him/her/them, the ChairmanoftheMeeting as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Nineteenth Annual General Meeting of the Company to be held at bukit kiara Equestrian and Country resort, Dewan perdana, 1st floor, Sports Complex, Jalan bukit kiara, Off Jalan Damansara, 60000 kuala lumpur on friday, 24 August 2018 at 10.30 a.m. or at any adjournment thereof in the manner as indicated below: -

Resolutions For Against

Ordinary resolution 1

Ordinary resolution 2

Ordinary resolution 3

Ordinary resolution 4

Ordinary resolution 5

(Please indicate with an “X” in the space provided as to how you wish your vote to be cast for each resolution as set out in the Notice of Meeting. If no voting instructions are given, the proxy may vote as he/she thinks fit or abstain from voting)

No. of shares held Signature(s)/Common Seal

CDS Account No. Signed this ______ day of ________________2018

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (but not more than two) to attend and vote instead of him. A proxy may but need not be a member of the Company. where a member appoints two proxies to attend the same meeting, the member shall specify the proportion of his shareholding to be represented by each proxy, failing which the appointment(s) shall be invalid.

2. where a member of the Company is an authorised nominee as defined under the Securities industry (Central Depositories) Act, 1991, it shall be entitled to appoint not more than two (2) proxies in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

where a member of the Company is an exempt authorised nominee (an authorised nominee which is exempted from compliance with the provisions of Section 25A(1) of the Securities industry (Central Depositories) Act, 1991) which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.

where an authorised nominee or an exempt authorised nominee appoints proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

4 The proxy form shall be deposited with the Company’s Share registrars, Tricor investor & issuing House Services Sdn bhd at unit 32-01, level 32, Tower A, vertical business Suite, Avenue 3, bangsar South, No. 8, Jalan kerinchi, 59200 kuala lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

5. Depositors whose names appear in the record of Depositors on a date not less than three (3) market days before the general meeting shall be entitled to attend and vote at the general meeting, or appoint a proxy to attend, speak and vote on his behalf.✄

GPA HOLDINGS BERHAD (493897-v)c/o TriCOr iNvESTOr & iSSuiNG HOuSE SErviCES SDN bHD

unit 32-01, level 32, Tower A vertical business Suite, Avenue 3, bangsar South

No. 8, Jalan kerinchi 59200 kuala lumpur

Stamp

Please fold here

Please fold here

GPA

HO

LDIN

GS B

ER

HA

D | A

NN

UA

L RE

PO

RT 20

18

ANNUAL REPORT 2018

GPA HOLDINGS BERHAD(493897-V)

Lot 5031 - 5033, Jalan Teratai, Off Jalan Meru, 41050 KlangSelangor Darul Ehsan, Malaysia

Tel : (03) 3392 7180 (8 lines)/3392 9423/3392 9508

Fax : (03) 3392 7237

E-mail : [email protected]

w w w . g p - p r o d u c t s . c o m

GPA HOLDINGS BERHAD(493897-V)