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Laporan Tahunan

Annual Report

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(272649-W)

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The corporate logo comprises the word BERJAYA in gold and a symbol made up of closely interwoven Bs in rich cobalt blue with gold lining around the circumference and a gold dot in the centre.

BERJAYA means “success” in Bahasa Malaysia and reflects the success and Malaysian character of BerjayaCorporation’s core businesses. The intertwining Bs of the symbol represent our strong foundations and theconstant synergy taking place within the Berjaya Corporation group of companies. Each B faces a differentdirection, depicting the varied strengths of the companies that make up the Berjaya Corporation group ofcompanies.

our mission and visionTo generate consistently profitable returns for our shareholders from investments in core business activities:

• By providing direction, financial resources and management support for each operating unit;• Through establishing a major market presence for each activity;• Through dynamic and innovative management, teamwork and a commitment to excellence.

1 Corporate Profile

2 Corporate Information

3 Profile of Directors

7 Chairman’s Statement

12 Group Financial Summary

13 Group Financial Highlights

14 Corporate Structure

15 Audit and Risk ManagementCommittee Report

18 Statement on Corporate Governance

22 Statement on Internal Control

23 Financial Statements

74 Material Contracts

74 Additional Information

75 List of Properties

76 Recurrent Related PartyTransactions of Revenue Nature

78 Statement of Directors’ Shareholdings

79 Statistics on Shareholdings

81 Notice of Annual General Meeting

Form of Proxy

contents

The existing shareholders of TVC were issued one new BCapitalshare in exchange for one TVC share held whilst the secured andunsecured debts were settled on the basis of one new BCapitalshare for every RM1.00 of debt owing.

On 4 June 1998, the Group divested its entire shareholdingrepresenting 68.83% of the issued and paid-up share capital ofPrudential Assurance Malaysia Berhad for a total cash considerationof RM722.7 million.

In April 2000, the Group completed an additional acquisition of 30%equity interest in BGI from Tokio Marine and Fire Insurance CompanyLimited for a total cash consideration of RM6.75 million. As a result,BGI became a wholly-owned subsidiary of the Company.

On 27 December 2004, BCapital, via its subsidiary, IPC completedthe acquisition of 50 million ordinary shares of RM1.00 eachrepresenting 100% equity interest in UT Equities Sdn Bhd (formerlyknown as UT Securities Sdn Bhd) from Rentak Wira Sdn Bhd for atotal consideration of RM78.7 million. Following the completion ofthe acquisition, the stockbroking business of UT Equities Sdn Bhdwas merged with Inter-Pacific Securities Sdn Bhd (“IPS”), andconverted to a branch office of IPS in Penang in March 2005.

On 11 March 2006, IPC completed the disposal of Eng Equities SdnBhd (“ENG”) (formerly known as Eng Securities Sdn Bhd) for a cashconsideration of RM30 million and the transfer of the entire businessof ENG to IPS which effectively gave rise to the disposal of ENG’sstockbroking licence. The stockbroking business of ENG wasmerged with IPS and converted to a branch office of IPS in Johor Bahru.

BCapital’s primary activity is investment holding, while its subsidiarycompanies are principally involved in businesses related to thefinancial services sector, namely stockbroking, general insuranceand leasing and hire purchase.

Berjaya Capital Berhad (“BCapital”) was

incorporated as a private limited company

on 9 August 1993 and converted to a public

limited company on 26 October 1993 under

the name of Intiplus Berhad. The Company

adopted its present name on 5 July 1996.

BCapital became the new holding company of The TropicalVeneer Company Berhad (“TVC”) under a Scheme ofReconstruction that was completed on 2 March 1995. Theeventual enlarged issued and paid-up share capital ofBCapital was listed on Bursa Malaysia Securities Berhad(“Bursa Securities”) on 21 April 1995 in substitution of TVC.The Scheme of Reconstruction involved the acquisition of thefollowing companies by BCapital for a total purchaseconsideration of RM 367.4 million satisfied by an issue of newBCapital shares at par:

• 68.39% of the issued and paid-up share capital ofPrudential Assurance Malaysia Berhad for a totalconsideration of RM39.2 million;

• 89.46% of the issued and paid-up share capital of Inter-Pacific Capital Sdn Bhd (“IPC”) for a total consideration ofRM222.7 million;

• 70% of the issued and paid-up share capital of BerjayaGeneral Insurance Berhad (“BGI”) for a total considerationof RM76.2 million; and

• 100% of the issued and paid-up share capital of PrimeCredit Leasing Sdn Bhd (“PCL”) for a total considerationof RM29.3 million.

corporate profile

Berjaya Capital Berhad (272649-W)Annual Report 20062

corporate informationBOARD OF DIRECTORS

Dato’ Seri Sulaiman Bin Mohd AminChairman

Datuk Bhupatrai A/L Mansukhlal PremjiDeputy Chairman

Chan Kien SingChief Executive Officer

Lee Kok ChuanExecutive Director

DirectorsTan Sri Dato’ Danny Tan Chee SingDatuk Robert Yong Kuen LokeHaji Mansor Bin SallehKuok Wee Kiat

SECRETARIES

Su Swee Hong (MAICSA No. 0776729)Gan Hui Hui (MAICSA No. 7022230)

SHARE REGISTRAR

Berjaya Registration Services Sdn BhdLot C1-C3, Block C2nd Floor, KL Plaza179 Jalan Bukit Bintang55100 Kuala LumpurTel : 03 - 2145 0533Fax : 03 - 2145 9702

AUDITORS

Ernst & YoungChartered AccountantsLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala Lumpur

REGISTERED OFFICE

Lot 13-01A, Level 13 (East Wing)Berjaya Times SquareNo. 1 Jalan Imbi 55100 Kuala LumpurTel : 03-2149 1999Fax: 03-2143 1685

PRINCIPAL BANKERS

Affin Bank BerhadAlliance Merchant Bank BerhadAmMerchant Bank BerhadEON Bank BerhadMalayan Banking BerhadRHB Bank BerhadSouthern Bank Berhad

STOCK EXCHANGE LISTING

Main Board of Bursa Malaysia SecuritiesBerhad

STOCK SHORT NAME

BJCAP (4499)

PLACE OF INCORPORATIONAND DOMICILE

Malaysia

AUDIT AND RISK MANAGEMENTCOMMITTEE

Chairman/Independent/Non-ExecutiveDirectorDato’ Seri Sulaiman Bin Mohd Amin

Independent/Non-Executive DirectorHaji Mansor Bin SallehDatuk Bhupatrai A/L Mansukhlal Premji

Non-Independent/Non-ExecutiveDirectorDatuk Robert Yong Kuen Loke

Berjaya Capital Berhad (272649-W) Annual Report 2006 3

profile of directors

DATO' SERI SULAIMAN BIN MOHD AMIN76 years of age, MalaysianChairman/Independent/Non-Executive

He was appointed as a Director and Chairman of the Company on 15 January 1997. He hada distinguished career in the Government civil service spanning a total of almost 34 years.He started his civil service career initially as an Officer in the Malaya Administrative Service(M.A.S.) and was promoted in 1958 into the Malaya Civil Service (M.C.S.) currently known asAdministrative and Diplomatic Service (Perkhidmatan, Tadbir dan Diplomatik) and had heldvarious positions in the Malaysian Government. He was the first civil servant to head ThePublic Complaints Bureau (Biro Pengaduan Awam) in the Prime Minister's Department in1970. In late 1972, he was seconded as Deputy General Manager in the Malayan Railway for2 years. He was then appointed in 1974 as Deputy Secretary General of the Ministry ofEnergy, Science & Technology and the Ministry of Public Works & Utilities in the samecapacity as Deputy Secretary General. In 1976, he was appointed as Secretary General ofthe Ministry of Culture, Youth & Sports. He was then made the State Secretary of Selangorin 1981 before he retired from the Civil Service in 1984. In 1984, he was invited to serve asa member of the Royal Council of Selangor (Ahli Dewan DiRaja Selangor) at the pleasure ofHis Royal Highness, the late Sultan of Selangor until December 2001. He was also invited byPermodalan Nasional Berhad (PNB) to be its nominee on the Boards of several companiesfor which, PNB has equity interest. He is presently the Deputy Chairman of Halim MazminBerhad, a public company listed on the Main Board of Bursa Malaysia Securities Berhad. Healso holds directorships in various subsidiaries of the Berjaya Corporation group ofcompanies and other companies such as Bukit Kiara Resort Berhad, Tioman Island ResortBerhad, Staffield Country Resort Berhad, KDE Recreation Berhad and Tropicana Golf &Country Resort Berhad.

Dato' Seri Sulaiman Bin Mohd Amin is also the Chairman of the Audit and Risk ManagementCommittee, Nomination Committee and Remuneration Committee of the Company.

DATUK BHUPATRAI A/L MANSUKHLAL PREMJI56 years of age, MalaysianDeputy Chairman/Independent/Non-Executive

He was appointed as a Director and Deputy Chairman of the Company on 12 July 2005. Hegraduated with a Bachelor of Economics (Hons) from University of Malaya in 1973 and joinedUnited Asian Bank Berhad as an Executive Officer in February 1974. In August 1975, hejoined the Malaysian Administrative & Diplomatic Service and was appointed as an AssistantDirector, Industries Division under the Ministry of Trade & Industry. Thereafter, he served asPrincipal Assistant Secretary in the Economics & International Division under the Ministry ofFinance for a period of ten years from March 1978 until December 1987. In January 1988, hewas appointed as Assistant General Manager in Branch Operations/Special Projects Divisionin United Asian Bank Berhad and was subsequently promoted as Deputy General Managerin Human Resource and Branch Operations Division in January 1989. In 1992, following themergers initially with the Bank of Commerce Berhad and subsequently Bank BumiputraMalaysia Berhad, he was appointed as Senior Vice President serving various portfolios in thebank now known as Bumiputra-Commerce Bank Berhad until his retirement in February2005. He was subsequently appointed as the President Commissioner of Bank BumiputraIndonesia until April 2006. Currently, he is a Director of Kramat Tin Dredging Berhad, BerjayaGeneral Insurance Berhad and the National Heart Institute.

Datuk Bhupatrai A/L Mansukhlal Premji is a member of the Audit and Risk ManagementCommittee.



CHAN KIEN SING50 years of age, MalaysianChief Executive Officer

He was appointed to the Board on 2 March 1995 and was subsequently appointed asthe Chief Executive Officer on 21 September 2001. He is a member of The MalaysianInstitute of Certified Public Accountants and Malaysian Institute of Accountants. Havingarticled with Messrs Peat Marwick Mitchell (now known as KPMG) from 1975 to 1981, hesubsequently joined Arab-Malaysian Merchant Bank Berhad (now known asAmMerchant Bank Berhad) specialising in corporate finance until 1989 when he joinedBerjaya Group Berhad as General Manager, Investments. Currently, he is an ExecutiveDirector of Berjaya Corporation Berhad and Berjaya Sports Toto Berhad. He is theChairman of Matrix International Berhad and Berjaya Holdings (HK) Limited, a Director ofIntan Utilities Berhad, Berjaya Vacation Club Berhad, Berjaya Group Berhad,International Lottery & Totalizator Systems, Inc. United States of America and anAlternate Director in Nexnews Berhad. He also holds directorships in several otherprivate limited companies.

Mr Chan Kien Sing is a member of the Remuneration Committee of the Company.

LEE KOK CHUAN47 years of age, MalaysianExecutive Director

He was appointed to the Board on 14 September 2001 as an Executive Director. Hegraduated with a Bachelor of Economics (Accounting Major) from Monash University,Melbourne, in 1983 and is an Associate Member of the Institute of CharteredAccountants in Australia. He has over 10 years of working experience in the fields ofaccounting, auditing and corporate services with major international accounting firmsincluding Messrs Ernst & Whinney (Kuala Lumpur) [now known as Ernst & Young], ArthurYoung (Melbourne) and subsequently Ernst & Young (Melbourne). He joined BerjayaLand Berhad as Senior Manager, Internal Audit in 1994 and was responsible for itsinternal audit functions. Prior to his current appointment, he was an Executive Directorof Berjaya Group Berhad from January 2000 to September 2001. He is a Director of MOLAccessPortal Berhad. He also holds directorships in several other private limitedcompanies in the Berjaya Corporation group of companies.


TAN SRI DATO' DANNY TAN CHEE SING51 years of age, MalaysianNon-Independent/Non-Executive

He was appointed to the Board on 2 March 1995. He is a businessman and entrepreneurwith extensive experience in property development, restaurant/resort management,insurance, trading, gaming and stockbroking through his interests in various public andprivate companies. Currently, he is the Deputy Chairman of Berjaya Corporation Berhadand Berjaya Land Berhad, Executive Vice-Chairman of TT Resources Bhd, Group ChiefExecutive Officer of Dijaya Corporation Berhad and Chief Executive Officer of TropicanaGolf & Country Resort Berhad. He also holds directorships in Cosway CorporationBerhad, MTD Capital Berhad, Bukit Kiara Resort Berhad, Tioman Island Resort Berhad,Berjaya Group Berhad, KDE Recreation Berhad and Berjaya Golf Resort Berhad.

He is the brother of Tan Sri Dato' Seri Vincent Tan Chee Yioun, a major shareholder of theCompany.

DATUK ROBERT YONG KUEN LOKE54 years of age, MalaysianNon-Independent/Non-Executive

He was appointed to the Board on 2 March 1995. He is a fellow member of The Instituteof Chartered Accountants (England and Wales), and a member of Malaysian Institute ofAccountants and Institute of Certified Public Accountants of Singapore. He is also aCouncil Member of the Malaysian Institute of Certified Public Accountants. He has manyyears of working experience in the fields of accounting, audit, treasury and financialmanagement. He started his career in London in 1973 and worked for more than fiveyears in chartered accounting firms in London including two years with Moore Stephens& Co. Subsequently, he was with Price Waterhouse, Singapore from 1979 to 1982. Priorto joining the Berjaya Group of Companies in 1987, he served as Group Finance Managerin UMW Holdings Berhad and Group Treasurer in Edaran Otomobil Nasional Bhd.Currently, he is an Executive Director of Berjaya Corporation Berhad, Berjaya LandBerhad and Berjaya Sports Toto Berhad. He is also a Director of Cosway CorporationBerhad and Matrix International Berhad. He also holds directorships in Berjaya GroupBerhad, Berjaya Golf Resort Berhad and several other private limited companies.

Datuk Robert Yong Kuen Loke is a member of the Audit and Risk ManagementCommittee and Nomination Committee of the Company.



HAJI MANSOR BIN SALLEH60 years of age, MalaysianIndependent/Non-Executive

He was appointed to the Board on 2 March 1995. He graduated with a Bachelor ofScience (Engineering) from Queens University, Belfast, Northern Ireland. He is a memberof the Institution of Engineers, Malaysia and an engineer by profession with 30 years ofexperience in Engineering Consultancy Services involving design, construction,supervision, operation and maintenance of various electrical, mechanical and otherbuilding services installation. He is also a Director of Advance Synergy Capital Berhad.

Haji Mansor Bin Salleh is a member of the Audit and Risk Management Committee,Nomination Committee and Remuneration Committee of the Company.

KUOK WEE KIAT53 years of age, MalaysianNon-Independent/Non-Executive

He was appointed to the Board on 2 February 2000. He is a member of the Institute ofChartered Accountants in England & Wales and Malaysian Institute of Certified PublicAccountants. He has more than 6 years of professional experience with publicaccounting firms namely, Percy Phillips & Co. in London and Kassim Chan & Co. (nowknown as Deloitte KassimChan) in Kuala Lumpur. He has been with Overseas UnionBank (M) Berhad (now known as United Overseas Bank (Malaysia) Berhad) for more than16 years. His last appointment at the bank was as General Manager of its licensedfinance subsidiary. Subsequently in 1994, he joined Inter-Pacific Capital Sdn Bhd asSenior General Manager overseeing the stockbroking operations and is currently aDirector of Inter-Pacific Capital Sdn Bhd and an Executive Director of Inter-PacificSecurities Sdn Bhd. He is a past President of the Association of StockbrokingCompanies Malaysia.

Save as disclosed, none of the Directors have:-

1. any family relationship with any Directorand/or major shareholder of the Company;

2. any conflict of interest with the Company; and

3. any convictions for offences within the past 10 years other than traffic offences.


chairman’s statementOn behalf of the Board of Directors, I ampleased to present to the shareholders theAnnual Report and Financial Statements ofBerjaya Capital Berhad ("BCapital") for thefinancial year ended 30 April 2006.

FINANCIAL RESULTS

For the financial year ended 30 April 2006, BCapital Group registered total revenue ofRM301.4 million, a 17.2% increase from RM257.2 million recorded in the previousfinancial year mainly due to strong revenue growth registered by the general insurancebusiness. However, it recorded a pre-tax loss of RM47,000 compared to a pre-tax profitof RM93.91 million in the previous year as a result of the one-time impairment loss on theGroup's holdings in Berjaya Corporation Berhad 0% Irredeemable ConvertibleUnsecured Loan Stocks 2005/2015 ("BCorp ICULS") of RM 0.50 nominal value and lowerinterest income earned due to the full settlement of inter-company balance owed byBerjaya Group Berhad ("BGB").

Operationally, the general insurance and stockbroking businesses of the Groupregistered improvements in profits during the financial year. The general insurancebusiness achieved an increase of 54.6% in pre-tax profit to RM36.8 million mainly fromhigher underwriting profit and investment income.

The stockbroking business also recorded an increase in pre-tax profit of 127.4% toRM76.8 million from improved stock market conditions, higher investment income andgain on disposal of certain quoted investments and a stockbroking licence.

However, the hire purchase and leasing business recorded a pre-tax loss of RM9.3million mainly due to impairment loss on value of quoted investments.

DIVIDEND

A special dividend-in-specie of 220 sen per ordinary share less 28% income tax was paidon 23 December 2005. The Board does not recommend the payment of any furtherdividend for the financial year ended 30 April 2006 (2005:Nil).

CORPORATE DEVELOPMENTS

1. Further to BCapital's corporate proposals reported in last year's statement, thefollowing were completed during the financial year under review:

(i) Full settlement of the inter-company balance owing by BGB satisfied by RM3.413billion BCorp ICULS of RM0.50 each and cash settlement of RM130 million as fulland final settlement.

(ii) Bonus issue of 794.99 million new ordinary shares of RM1.00 each in BCapital onthe basis of seven (7) new ordinary shares for every five (5) existing ordinaryshares of RM1.00 each.

Inter-Pacific Securities’ remisier team at work.

The Inter-Pacific Securities viewing gallery atBerjaya Times Square.


(iii) Capital repayment of RM0.90 for every one share held in BCapital after the bonusissue of 794.99 million new ordinary shares, satisfied by RM0.15 in cashamounting to RM204.4 million and the balance of RM0.75 through the distributionof 2.596 billion BCorp ICULS and the subsequent consolidation of ten ordinaryshares of RM0.10 each into one ordinary share of RM1.00 each.

(iv) Special dividend-in-specie of 220 sen per ordinary share of RM1.00 each (lessincome tax of 28%) on 23 December 2005 amounting to RM215.9 millionsatisfied through the distribution of 548.3 million BCorp ICULS.

2. On 13 October 2005, BCapital announced the proposed disposal of Eng Equities SdnBhd (“ENG”) (formerly known as Eng Securities Sdn Bhd), a subsidiary company ofthe Group, to Malaysian Industrial Development Finance Berhad ("MIDF") for a cashconsideration of RM30 million and the transfer of the entire business of ENG to Inter-Pacific Securities Sdn Bhd ("IPS") which effectively gave rise to the disposal of ENG’sstockbroking licence. The disposal and the merger of business with IPS werecompleted on 11 March 2006.

3. On 16 November 2005, BCapital announced the proposed acquisition of six (6)million ordinary shares of RM1.00 each representing 2% equity interest in Inter-Pacific Capital Sdn Bhd ("IPC") from Forad Holdings Sdn Bhd ("FHSB") for a totalcash consideration of RM9,448,800 or RM1.57 per share. The proposal wascompleted on 5 June 2006. Accordingly, BCapital's equity interest in IPC wasincreased from 89.46% to 91.46% while FHSB ceased to be a shareholder of IPC.

REVIEW OF OPERATIONS

StockbrokingDuring the year under review, the Kuala Lumpur Composite Index rose by 8% to close at949.2 points on 30 April 2006 compared to 878.9 points on 30 April 2005. The overallvalue of transactions on Bursa Malaysia Securities Berhad however, decreased by 5% toRM205 billion as compared to RM216 billion in the previous financial year.

IPC reported a pre-tax profit of RM76.8 million for the financial year ended 30 April 2006compared to RM33.8 million previously. The significant increase was mainly due to theinclusion of an exceptional gain from the sale of ENG’s stockbroking licence to MIDF.

Service with a smile is what clients can always expectat Inter-Pacific Securities.

Inter-Pacific Securities’ remisiers busy at work.


On 1 August 2005, IPS established a new branch office in Danau Desa, Kuala Lumpur.Subsequent to the financial year end, IPS established another branch in Kuchai Lama,Kuala Lumpur on 12 June 2006 bringing the total number of offices to five. With theestablishment of the new offices, which are located in vibrant and busy commercialareas, IPS expects to increase its customer base and offer better services andconvenience to its clients. The opening of new offices by IPS is in line with the SecuritiesCommission's capital market initiatives whereby eligible stockbroking companies (i.e.those which have completed a 1+1 merger) are allowed to set up an unlimited number ofbranches from 2006 onwards.

Despite some signs of weakness in the equity market since the financial year end mainlydue to external factors, IPC is optimistic that its stockbroking operations will continue toremain profitable in the current financial year. IPC's optimism is underpinned by thefavourable economic outlook for 2006, with real GDP projected to expand by 6%.

General InsuranceFor the financial year ended 30 April 2006, Berjaya General Insurance Bhd ("BGI")recorded a higher pre-tax profit of RM36.8 million as compared to RM23.8 million in thepreceding year mainly due to improvement in underwriting results and higher interest andinvestment income.

Gross premium recorded an increase of 20% to RM251.5 million from RM209.5 millionin the previous year. Underwriting profit increased to RM9.7 million from RM6.1 million inthe previous year mainly due to lower claims ratio of 63.96% as compared to 65.90%last year.

The Inter-Pacific Securities’ reception area.

BGI officers attending to a client’s inquiries.


Total assets strengthened to RM476.6 million from RM434.3 million in 2005 andshareholders' funds also improved to RM166.4 million from RM164.5 million in theprevious year.

Presently, BGI is intensifying its efforts on brand building, increasing productivity of itsagency force, product development and establishing alternative distribution channels tostay competitive and meet customer expectations.

Looking ahead, BGI is committed and will continue to develop its business withdisciplined marketing and underwriting, and efficient claims handling to ensure its clientsare provided with the most efficient service.

Hire Purchase and LeasingPrime Credit Leasing Sdn Bhd ("PCL") recorded lower revenue of RM19.1 million for thefinancial year ended 30 April 2006 as compared to RM20.1 million previously. A pre-taxloss of RM9.3 million was recorded for the financial year under review compared to a pre-tax profit of RM10.1 million in 2005 mainly due to impairment loss on value of quotedinvestments.

Given that the Government expects the economy to be driven mainly by domesticdemand through small and medium sized enterprises (SMEs), priority will be given todevelop SMEs involved in agriculture and agro-based industries.

Against this backdrop and being an intermediary to the financial institutions, PCL iscommitted to improve credit policies and asset quality and will continue to concentrateon lending to growth sectors like agriculture, electronics and consumer credit.

FUTURE OUTLOOK

The outlook for 2006/07 will generally remain favourable on the back of strongerelectronics exports, higher oil and gas output as well as increased Government spendingunder the Ninth Malaysia Plan (9MP).

BGI Customer Service officers are always at their best to serve.

BGI insurance package also covers family as well.


Growth prospects of the insurance industry are also expected to remain strong in2006/07 with positive outlook for the domestic economy and stabilization as well assome increase in premium rates anticipated for certain commercial lines of business.

While the economic indicators in general are showing a more favourable economicoutlook in 2006, the recent sell off in the stock market in mid- May 2006 had moderatelyaffected the performance of the Malaysian equity market. With the implementation of the9MP and sound macroeconomic fundamentals, market sentiment and confidence arepoised to rekindle the equity market in the later period of 2006. The Board maintains apositive outlook for the stockbroking industry over the long term particularly in view ofthe Government's continuous commitment to develop Malaysia's capital market.

In view of the foregoing, the Directors anticipate that barring unforeseen circumstances,the operating performance of the Group for the financial year ending 30 April 2007 willbe satisfactory.

APPRECIATION

On behalf of the Board of Directors, I would like to take this opportunity to thank themanagement and staff, remisiers and agents for their dedicated service and loyaltytowards the Group in the past year. My heartfelt appreciation also goes to ourshareholders, customers and business associates, financiers and the governmentalauthorities for their continued confidence, guidance and support. Finally, I would like toextend my gratitude to my fellow Directors for their invaluable dedication and supporttowards the Group.

DATO' SERI SULAIMAN BIN MOHD AMINChairman23 August 2006

A client being briefed by a Customer Service officerof BGI.


group financial summary

DESCRIPTION 2006 2006 2005 2004 2003US$'000 RM'000 RM'000 RM'000 RM'000

Revenue 83,155 301,438 257,219 272,710 239,674Profit/(loss) before taxation (13) (47) 93,911 122,228 65,159Profit/(loss) after taxation (9,166) (33,225) 66,607 82,899 49,116Minority interests (1,713) (6,211) (2,537) (6,297) (5,499)Profit/(loss) attributable to shareholders (10,879) (39,436) 64,070 76,602 43,617

Share capital 37,596 136,284 567,850 567,850 567,850Reserves 51,852 187,965 1,238,347 1,174,277 1,097,675

Shareholders’ equity 89,448 324,249 1,806,197 1,742,127 1,665,525Minority interests 17,916 64,947 75,322 74,587 68,745

Capital funds 107,364 389,196 1,881,519 1,816,714 1,734,270

Deferred liabilities – – – – –Current liabilities 122,651 444,609 432,710 424,455 382,392Long term liabilities 5,750 20,843 17,907 – –Deferred tax liabilities 171 621 447 – –Long term borrowings 28,231 102,338 121,938 133,457 147,146Insurance reserves 23,670 85,805 70,469 66,743 72,240

287,837 1,043,412 2,524,990 2,441,369 2,336,048

Property, plant and equipment 11,706 42,436 43,768 43,079 108,425Intangible assets 18,026 65,345 107,476 92,183 104,183Investments and long term receivables 102,929 373,117 316,964 314,302 1,540,829Investment properties 16,525 59,904 59,904 62,587 7,707Deferred tax assets 1,151 4,174 4,545 2,827 4,898Current assets 137,500 498,436 1,992,333 1,926,391 570,006

Total assets 287,837 1,043,412 2,524,990 2,441,369 2,336,048

Net tangible assets per share (USD/RM) 0.52 1.90 2.99 2.91 2.75Net assets per share (USD/RM) 0.66 2.38 3.18 3.07 2.93Net earnings/(loss) per share (Cents/Sen) (7.98) (28.94) 47.01 13.49 7.68Dividend (Cents/Sen) 220 220 – – –Net dividend amount (USD’000/RM’000) 59,551 215,874 – – –

Note: Exchange rate : USD$1.00 = RM3.625

0

100

200

300

400RM Million REVENUE

PROFIT/(LOSS) BEFORE TAX

0

50

100

200

150

2000 2001 2002 2003 2004 2005 2006

318.7

2000

181.8217.1

239.7272.7 257.2

301.4

0

500

1,000

1,500

2,000

RM Million SHAREHOLDERS' EQUITY

2001 2002 2003 2004 2005 2006

1,622.81,577.3

1,621.9 1,665.5 1,742.11,806.2

324.2

20000

1,000

2,000

3,000RM Million TOTAL ASSETS

2001 2002 2003 2004 2005 2006

2,428.82,294.0 2,349.2 2,336.0 2,441.4 2,525.0

1,043.4

20000

500

1,000

1,500

2,000RM Million CAPITAL FUNDS

2001 2002 2003 2004 2005 2006

1,682.61,638.6

1,685.4 1,734.3 1,816.7 1,881.5

389.2

RM Million

2000 2001 2002 2003 2004 2005 2006

186.2

(23.2)

74.2 65.2

122.2

93.9

(0.047)


group financial highlights

2002 2001 2000RM'000 RM'000 RM'000

217,130 181,843 318,71374,243 (23,194) 186,24347,934 (34,969) 127,604(3,312) (2,475) (15,307)

44,622 (37,444) 112,297

567,850 567,850 567,7961,054,058 1,009,436 1,055,053

1,621,908 1,577,286 1,622,84963,474 61,300 59,770

1,685,382 1,638,586 1,682,619

494 491 720364,609 402,866 477,594

– – –– – –

247,602 212,436 237,83051,118 39,584 30,062

2,349,205 2,293,963 2,428,825

101,658 100,192 46,211126,196 126,196 149,477

1,502,127 265,704 289,67911,252 11,252 63,4584,470 – –

603,502 1,790,619 1,880,000

2,349,205 2,293,963 2,428,825

2.63 2.56 2.592.86 2.78 2.867.86 (6.59) 19.84

– 2 5– 8,178 20,441


corporatestructureof Main Operating Companies as at 30 August 2006

BERJAYA GENERAL INSURANCE BERHAD

BERJAYA CAPITAL BERHAD

100%

PRIME CREDIT LEASING SDN BHD100%

INTER-PACIFIC CAPITAL SDN BHD91.5%

INTER-PACIFIC SECURITIES SDN BHD100%

INTER-PACIFIC FUTURES SDN BHD100%


audit and risk management committeereport

The Board of Directors of Berjaya Capital Berhad is pleased topresent the report of the Audit and Risk Management Committeefor the financial year ended 30 April 2006.

AUDIT AND RISK MANAGEMENT COMMITTEE MEMBERSAND MEETING ATTENDANCES

The members of the Audit and Risk Management Committeecomprises the following:-

Dato' Seri Sulaiman Bin Mohd Amin- Chairman/Independent/Non-Executive Director

Haji Mansor Bin Salleh- Independent/Non-Executive Director

Datuk Robert Yong Kuen Loke- Non-Independent/Non-Executive Director

Datuk Bhupatrai A/L Mansukhlal Premji- Independent/Non-Executive Director (Appointed on 20 March 2006)

The Audit and Risk Management Committee held six (6) meetingsduring the financial year ended 30 April 2006. The details ofattendance of the Audit and Risk Management Committeemembers are as follows:-

Name Attendance

Dato' Seri Sulaiman Bin Mohd Amin 6/6Haji Mansor Bin Salleh 6/6Datuk Robert Yong Kuen Loke 6/6

The Chief Internal Auditor of Inter-Pacific Capital Sdn Bhd, theInternal Audit Senior Manager of Berjaya General InsuranceBerhad, the Compliance Officers of Inter-Pacific Securities SdnBhd and Eng Equities Sdn Bhd (formerly known as Eng SecuritiesSdn Bhd) and the Senior General Manager of Group Accountsand Budgets were also invited to attend the Audit and RiskManagement Committee meetings. The external auditors werealso invited to attend two of these meetings.

SUMMARY OF ACTIVITIES OF THE AUDIT AND RISKMANAGEMENT COMMITTEE

The activities undertaken by the Audit and Risk ManagementCommittee during the financial year ended 30 April 2006 includedthe following:

1. Reviewed the quarterly and year-to-date unaudited financialresults before submission to the Board for consideration andapproval;

2. Reviewed the external auditors' scope of work and audit planbefore commencement of the audit;

3. Reviewed the internal auditors' scope of work and audit planfor the year 2006;

4. Assessed the adequacy and effectiveness of the system ofinternal control and accounting control procedures of theGroup's principal operating subsidiaries by reviewing thevarious internal audit reports and management responsesthereto and ensuring significant findings are adequatelyaddressed by management;

5. Monitored the Group's stockbroking subsidiaries' compliancewith the relevant rules and directives of Bursa MalaysiaSecurities Berhad and statutory requirements under theSecurities Industry Act, 1983;

6. Monitored the insurance subsidiary's compliance with BankNegara Malaysia's regulations by reviewing the variousinternal audit reports;

7. Reviewed the Circular to Shareholders in relation to recurrentrelated party transactions;

8. Reported to the Board on its activities and significant findingsand results.

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDITFUNCTION

The primary function of Internal Audit Department is to assist theAudit and Risk Management Committee in discharging its dutiesand responsibilities. Their role is to provide the Committee withindependent and objective reports on the state of internal controlsof the operating units within the Group, the risk management andcontrols of these units and the compliance by such units with theGroup's established policies and procedures and the regulatoryrequirements of the relevant authorities.

During the financial year ended 30 April 2006, the areas auditedincluded branch audits and audit of operating departments of therespective stockbroking and insurance businesses. Internal auditreports were issued to the Audit and Risk ManagementCommittee and the respective operations management,incorporating audit recommendations and managementresponses with regards to any audit findings on the weaknessesin the system of internal controls of the operations. In addition,Information Technology Systems were also audited to ensure thata proper system and procedures, general and application controlswere in place and adhered to. The internal audit department alsofollowed up with management on the implementation of theagreed audit recommendations.


TERMS OF REFERENCE OF THE AUDIT AND RISKMANAGEMENT COMMITTEE

1. MembershipThe Audit and Risk Management Committee ("theCommittee") shall be appointed by the Board from amongstthe Directors and shall consist of not less than three members,a majority of whom shall be Independent Directors and atleast one member of the Committee must be a member of theMalaysian Institute of Accountants or possesses such otherqualifications and/or experience as approved by BursaMalaysia Securities Berhad ("Bursa Securities").

A quorum shall consist of two members and a majority of themembers present must be Independent Directors.

If a member of the Committee resigns, dies or for any otherreason ceases to be a member with the result that the numberof members is reduced to below three, the Board of Directorsshall, within three months of that event, appoint such numberof new members as may be required to make up the minimumnumber of three members.

2. ChairmanThe Chairman of the Committee shall be an IndependentDirector appointed by the Board. He shall report on eachmeeting of the Committee to the Board.

3. SecretaryThe Company Secretary shall be the Secretary of theCommittee and shall be responsible, in conjunction with theChairman, for drawing up the agenda and circulating it,supported by explanatory documentation to the Committeemembers prior to each meeting.

The Secretary shall also be responsible for keeping theminutes of meetings of the Committee and circulating them tothe Committee members and to the other members of theBoard of Directors.

4. Frequency of meetingsMeetings shall be held not less than four times a year and willnormally be attended by the Director charged with theresponsibilities of the Group's finance and Head of InternalAudit. The presence of external auditors will be requested ifrequired and the external auditors may also request a meetingif they consider it necessary.

5. AuthorityThe Committee is authorised by the Board to investigate anyactivity within its terms of reference and shall haveunrestricted access to both the internal and external auditorsand to all employees of the Group. The Committee is also

authorised by the Board to obtain external legal or otherindependent professional advice as necessary.

The Committee is also authorised to convene meetings withthe external auditors excluding the attendance of theexecutive members of the Committee, whenever deemednecessary.

6. DutiesThe duties of the Committee shall be:-

(a) To review and recommend the appointment of externalauditors, the audit fee and any questions of resignation ordismissal including the nomination of person or personsas external auditors;

(b) To discuss with the external auditors where necessary, onthe nature and scope of audit and to ensure coordinationof audit where more than one audit firm is involved;

(c) To review the quarterly results and year-end financialstatements prior to the approval by the Board, focusingon:

- going concern assumption- compliance with accounting standards and regulatory

requirements- any changes in accounting policies and practices- significant issues arising from the audit- major judgemental areas

(d) To prepare Audit and Risk Management CommitteeReport at the end of each financial year;

(e) To discuss problems and reservations arising from theinterim and final external audits, and any matters theexternal auditors may wish to discuss (in the absence ofmanagement, where necessary);

(f) To review the external auditors' management letter andmanagement's response;

(g) To review any related party transaction and conflict ofinterest situation that may arise within the Company orGroup including any transaction, procedure or course ofconduct that raises questions of management integrity;

(h) To do the following when the internal audit function isestablished:

- review the adequacy of scope, functions and resourcesof the internal audit department and that it has thenecessary authority to carry out its work;

audit and risk management committee report


- review internal audit programme;

- ensure coordination of external audit with internal audit;

- consider the major findings of internal auditinvestigations and management's response, and ensurethat appropriate actions are taken on therecommendations of the internal audit function;

- review any appraisal or assessment of the performanceof the staff of the internal audit function;

- approve any appointment or termination of senior staffmember of the internal audit function;

- keep itself informed of resignations of internal audit staffmembers and provide the resigning staff member anopportunity to submit his/her reason for resignation;

- to monitor related party transactions entered into by theCompany and its subsidiaries, and to ensure that theDirectors report such transactions annually toshareholders via the annual report;

- to review and monitor the effectiveness of internalcontrol systems and to evaluate the systems with theexternal auditors;

(i) To carry out such other responsibilities, functions orassignments as may be defined jointly by the Committeeand the Board of Directors from time to time;

(j) In compliance with Paragraph 15.17 of Bursa SecuritiesListing Requirements, where the Committee is of the viewthat a matter reported by it to the Board has not beensatisfactorily resolved resulting in a breach of the ListingRequirements, the Committee must promptly report suchmatter to Bursa Securities;

(k) To undertake the following risk management activities:

• Establishing Strategic Context - Ensuring that thestrategic context of the risk management strategy iscomplete and takes into account the environment withinwhich the Group operates and the requirements of allstakeholders and the Board.

• Establishing Risk Management Processes - Determiningthe overall risk management processes that should beadopted by the business units and developingappropriate guidelines and policies for implementation.

• Establishing Risk Management Structure - Ensuring ashort and long term risk management strategy,framework and methodology have been implementedand consistently applied by all business units.

• Embedding Risk Management Capability - Ensuring riskmanagement processes are integrated into all corebusiness processes and that the culture of theorganisation reflects the risk consciousness of theBoard.

• Establishing Reporting Mechanism - Providing aconsolidated risk and assurance report to the Board tosupport the statement relating to internal control in thecompany's annual report.

• Integrating and Coordinating Assurance Activity -Ensuring alignment and coordination of assuranceactivity across the organisation.

• Establishing Business Benefits - Identifying opportunitiesto release potential business benefits through theenhancement of risk management capabilities withinthe Group.

• Establishing Effectiveness of Risk ManagementProcesses - Simplifying and improving the effectivenessof existing risk management structures.

• Managing the Group Wide Risk ManagementProgramme - Supporting the implementation of the riskmanagement processes within the business. TheCommittee will act as steering committee for the GroupWide Risk Management Programme (GWRM).


statement on corporategovernanceThe Malaysian Code on Corporate Governance ("Code") sets outthe principles and best practices that companies may apply in thedirection and management of their business and affairs towardsachieving the ultimate objective of maximising shareholder value.

Pursuant to the Listing Requirements of Bursa Malaysia SecuritiesBerhad ("Bursa Securities"), listed companies are required todisclose the extent of compliance with the Code or in areas wherethere are deviations, the alternative measures undertaken.

This statement describes how the Group has applied the keyprinciples and the extent of its compliance with the best practicesduring the financial year ended 30 April 2006.

(A) DIRECTORS

(i) The Board

The Board has overall responsibility for the strategicdirection and control of the Group.

The Board meets regularly on a quarterly basis withadditional meetings being convened as and whennecessary. For the financial year ended 30 April 2006, theBoard met four (4) times. Set out in the table below is therecord of attendance of the directors:

Directors Attendance

Dato' Seri Sulaiman Bin Mohd Amin 4/4

Datuk Bhupatrai A/L Mansukhlal Premji (Appointed on 12 July 2005) 3/3*

Chan Kien Sing 3/4

Lee Kok Chuan 3/4

Tan Sri Dato' Tan Chee Sing 2/4

Datuk Robert Yong Kuen Loke 4/4

Haji Mansor Bin Salleh 4/4

Kuok Wee Kiat 4/4

* Reflects the attendance and the number of meetingsheld during the period the Director held office.

(ii) Board Balance

There are presently eight (8) Board members in BerjayaCapital Berhad comprising:

- The Chief Executive Officer

- One Executive Director

- Three Non-Independent Non-Executive Directors

- Three Independent Non-Executive Directors (one ofwhom is the Chairman of the Company)

The Board members' varied skills and breadth ofexperience are relevant to the business operations of theGroup. Their profiles are set out on Pages 3 to 6 of theAnnual Report.

The composition of the Board is broadly balanced toreflect the interests of major shareholders, managementand minority shareholders.

There is a clearly accepted division of responsibilitiesbetween the Chairman and Chief Executive Officer toensure a balance of power and authority. The Chairman isresponsible for ensuring Board effectiveness andstandards of conduct. He has authority over the agendafor each Board meeting to ensure that all Directors areprovided with relevant information on a timely basis. Thegeneral agenda may include minutes of previous meetingsof the Board and its sub-committees, quarterly financialresults of the Group, issues requiring the Board'sdeliberation and approval, reports or briefings onoperational and financial issues of major subsidiaries andother ad-hoc reportings.

The Chief Executive Officer has overall responsibility forthe Group's business operations, organisationaleffectiveness and the implementation of Board policiesand decisions.

The presence of three independent non-executivedirectors fulfil a pivotal role in corporate accountability asthey provide unbiased and independent views, advice andjudgement. Dato' Seri Sulaiman Bin Mohd Amin has beenidentified as the Senior Independent Non-ExecutiveDirector of the Board to whom concerns may beconveyed.

(iii) Supply of Information

The Directors have full and timely access to informationconcerning the Company and the Group. The Boardpapers which include reports on the Group's operations,finance and corporate development are distributed to theDirectors prior to Board meetings. Notices with therelevant agenda are provided in sufficient time prior toBoard meetings to enable the Directors to obtain furtherexplanation or clarification.


All Directors have access to the advice and services of theCompany Secretary and the senior Management staff inthe Group and may obtain independent professionaladvice at the Company's expense in furtherance of theirduties.

(iv) Appointment to the Board

The Nomination Committee currently comprises thefollowing members:-

Dato' Seri Sulaiman Bin Mohd Amin- Independent/Non-Executive

Haji Mansor Bin Salleh- Independent/Non-Executive

Datuk Robert Yong Kuen Loke- Non-Independent/Non-Executive

The Committee is empowered by its terms of reference toperform the following primary functions:

a) Recommend new nominations to the Board;

b) Recommend to the Board, Directors to fill the seats onBoard Committees;

c) Review annually the required mix of skills andexperience and other qualities including corecompetencies which the Non-Executive Directorsshould bring to the Board.

(v) Directors' Training

All Directors have attended and completed the MandatoryAccreditation Programme. Pursuant to Practice Note15/2003 of Bursa Securities Listing Requirements on theContinuing Education Programme ("CEP"), all theDirectors had attended seminars and courses organisedby the relevant regulatory authorities and professionalbodies and all the Directors have obtained the requisiteCEP points.

The Directors are encouraged to evaluate their owntraining needs on a continuous basis and to determine therelevant programmes, seminars, briefings or dialoguesavailable that would best enable them to enhance theirknowledge and contributions to the Board.

During the financial year ended 30 April 2006, theDirectors had attended a special briefing on the Updatesof Financial Reporting Standards and Goods & ServicesTax conducted by Ernst & Young.

vi) Re-election of Directors

Any Director appointed during the year is required underthe Company's Articles of Association, to retire and seekelection by shareholders at the following Annual GeneralMeeting ("AGM") immediately after their appointment.The Articles also require that one-third of the Directorsincluding the Managing Director, if any, to retire by rotationand seek re-election at each AGM and that each Directorshall submit himself for re-election once every three years.

Directors over seventy (70) years of age are required tosubmit themselves for re-appointment annually inaccordance with Section 129(6) of the Companies Act,1965.

(B) DIRECTORS' REMUNERATION

i) Remuneration Committee

The Remuneration Committee currently comprises thefollowing members:

Dato' Seri Sulaiman Bin Mohd Amin- Independent/Non-Executive

Haji Mansor Bin Salleh- Independent/Non-Executive

Chan Kien Sing- Non-Independent/Executive

The primary function of the Remuneration Committee is toset up the policy framework and to makerecommendations to the Board on all elements of theremuneration package and other terms of employment.Non-Executive Directors' Remuneration will be a matter tobe decided by the Board as a whole with the Directorconcerned abstaining from deliberations and voting ondecisions in respect of his individual remuneration.


(ii) Details of the Directors' Remuneration

The aggregate Directors' remuneration paid or payable toall Directors of the Company by the Company and theGroup categorised into appropriate components for thefinancial year are as follows:-

Executive Non-Executive TotalRM'000

Fees - 37 37

Salaries and other 166 762 928emoluments

Bonus 38 100 138

Benefits-in-Kind - 22 22_________ _________ _________

Total 204 921* 1,125========== ========== ==========

* This includes the aggregate remuneration of anExecutive Director of a subsidiary who is a Non-Executive Director in the Company.

The number of Directors of the Company who servedduring the financial year and whose total remunerationfrom the Group falling within the respective bands are asfollows:-

Number of DirectorsExecutive Non-Executive

RM1 - RM50,000 - 2

RM50,001 - RM100,000 1 1

RM100,001 - RM150,000 1 -

RM750,001 - RM800,000 - 1___________ ___________

2 4============= =============

(C) RELATIONS WITH SHAREHOLDERS AND INVESTORS

The Company recognises the importance of keepingshareholders and investors informed of the Group's businessand corporate development. Such information isdisseminated via the Company's annual reports, circulars toshareholders, quarterly financial results and variousannouncements made from time to time. They provideshareholders, investors and members of the public anoverview of the Group's performance and operations.

Shareholders and members of the public may access theGroup's website at www.berjaya.cc and Bursa Securities'website at www.bursamalaysia.com to obtain the latestinformation on the Group.

The Annual General Meeting ("AGM"), which is usually held inOctober each year, remains the principal forum for dialoguewith shareholders. It presents shareholders with anopportunity to seek clarifications on the Group's business andperformance. Shareholders are encouraged to meet andcommunicate with the Board at the AGM and to vote on allresolutions.

(D) ACCOUNTABILITY AND AUDIT

(i) Financial Reporting

The Directors aim to provide a balanced and meaningfulassessment of the Group's financial performance andprospects, primarily through the annual report andquarterly financial statements.

The Directors are also responsible for ensuring the annualfinancial statements are prepared in accordance with theprovisions of the Companies Act, 1965 and the applicableapproved accounting standards in Malaysia.

A statement by the Directors of their responsibilities in thepreparation of financial statements is set out in theensuing section.

(ii) Statement of Directors' Responsibility in respect of theFinancial Statements

Company law requires the Directors to prepare financialstatements for each financial year which give a true andfair view of the state of affairs of the Company and of theGroup and of the results and cash flows of the Companyand of the Group for that period. In preparing thosefinancial statements, the Directors are required to:

• select suitable accounting policies and then applythem consistently;

• state whether applicable accounting standards havebeen followed, subject to any material departuresbeing disclosed and explained in the financialstatements;

• make judgements and estimates that are reasonableand prudent; and

• prepare the financial statements on a going concernbasis unless it is inappropriate to presume that theCompany will continue in business.

statement on corporategovernance


The Director are responsible for keeping accountingrecords which disclose with reasonable accuracy at anytime the financial position of the Company and of theGroup and to enable them to ensure that the financialstatements comply with the Companies Act 1965. TheDirectors are also responsible for safeguarding the assetsof the Group and hence for taking reasonable steps for theprevention and detection of fraud and other irregularities.

(iii) Internal Control

The Board acknowledges that it is responsible formaintaining a sound system of internal controls, whichprovides reasonable assessment of effective and efficientoperations, internal financial controls and compliance withlaws and regulations as well as with internal proceduresand guidelines. A Statement on Internal Control of theGroup is set out on Page 22 of the Annual Report.

(iv) Relationship with the Auditors

Through the Audit and Risk Management Committee, theCompany has established a transparent and appropriaterelationship with the Group's auditors, both internal andexternal. From time to time, the auditors highlighted to theAudit and Risk Management Committee and the Board onmatters that require the Board's attention.


The Board of Directors of Berjaya Capital Berhad ("BCAP" or "theGroup") recognises that it is responsible for the Group's system ofinternal control and for reviewing its adequacy and integrity.Notwithstanding that, in view of the limitations that are inherent inany system of internal control, the Group's system can onlyprovide reasonable but not absolute assurance against materialmisstatement or loss, as it is designed to manage rather thaneliminate the risk of failure to achieve business objectives.

The Board's primary objective and direction in managing theGroup's principal business risks are to enhance the Group'sability to achieve its business objectives. In order to achievethese objectives, the Board has identified, evaluated andmanaged the significant risks faced by the Group by monitoringthe Group's performance and profitability at its Board meetings;while the management of the Group as a whole is assigned to theExecutive Directors. The Chief Executive Officer and seniormanagement team, comprising experienced personnel withspecialised industry experience, are assigned the responsibility ofmanaging the Group.

In line with the Malaysian Code of Corporate Governance, and aspart of the Company's plans to further enhance the Group'ssystem of internal control, the Board took cognizance of theimportance of having a committee to oversee the task. The Boardentrusts the Audit and Risk Management Committee ("ARMC")with the overall responsibility to regularly review and monitor riskmanagement activities of the Group and to approve appropriaterisk management procedures and measurement methodologies.Such move towards a structured risk management process willlead to more effective and efficient identification, evaluation,management and reporting of the Group's risks. The ARMCterms of reference include, inter alia :

- To ensure that the strategic context of the risk managementstrategy is complete

- To determine the overall risk management processes

- To establish risk reporting mechanism

- To ensure that the short and long term risk managementstrategy, framework and methodology are implemented andconsistently applied by all business units

- To ensure that risk management processes are integrated intoall core business processes

- To ensure alignment and coordination of assurance activityacross the organisation

- To act as steering committee for any group-wide riskmanagement programme

The Board has assigned the ARMC with the duty of reviewing andmonitoring the effectiveness of the Group's system of internalcontrol. The ARMC receives reports from both the internalauditors for findings from visits to operating units, and theexternal auditors on areas for improvement identified during the

course of statutory audit. The Board reviews the minutes of theARMC's meetings. The Report of the ARMC is set out on pages15 to 17 of the Annual Report.

The various scheduled management meetings and the review offinancial and operations reports coupled with the 'close tooperations' policy employed by the Executive Directors andmanagement present the platform for timely identification of theGroup's risks and systems to manage those risks. The ExecutiveDirectors update the Board of any significant matters whichrequire the latter's attention.

The stockbroking and general insurance businesses, which arethe principal activities of the Group, operate in a heavily regulatedenvironment, as enforced by Bursa Malaysia Securities Berhadand Bank Negara Malaysia respectively. The Board and seniormanagement understand the importance of adhering to theseregulations and have put in place measures to ensure the strictestcompliance with the rules and regulations laid down by theregulators. One of these measures in place is a 'ComplianceOfficer' function at each of these businesses, who monitors theGroup's adherence to rules and regulations, and reports directlyto the ARMC.

The key features of BCAP's system of internal control include :

- Clear organisation structure with defined reporting lines andappropriate degrees of empowerment

- Policies and procedures which set out the expectedstandards for operations

- Monetary limits to authority to minimise risks of unauthorisedtransactions

- Annual budgeting process

- Monitoring mechanisms in the form of comprehensivemanagement reports and scheduled management meetings

- Capable workforce with continuous training efforts

- Compliance function to ensure adherence to rules andregulations laid down by the regulators

- Compliance reviews by the regulating authorities

- Independent assurance on the system of internal control fromregular internal audit visits

The Board remains committed towards operating a sound systemof internal control and therefore recognises that the system mustcontinuously evolve to support the type of business and size ofoperations of the Group. As such, the Board, in striving forcontinuous improvement will put in place appropriate actionsplans, when necessary, to further enhance the Group's system ofinternal control.

statement on internalcontrol

financialstatements

24 Directors’ Report

29 Statement by Directors

29 Statutory Declaration

30 Report of the Auditors

31 Balance Sheets

32 Income Statements

33 Statements of Changes in Equity

34 Consolidated Cash Flow Statement

36 Cash Flow Statement

37 Notes to the Financial Statements


directors’ reportfor the year ended 30 April 2006

The Directors hereby present their report together with the audited financial statements of the Group and of the Company for thefinancial year ended 30 April 2006.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and provision of management services. The principal activities of thesubsidiaries are described in Note 4 to the financial statements.

There have been no significant changes in the nature of the principal activities during the financial year.

RESULTS

Group CompanyRM'000 RM'000

(Loss)/profit after taxation (33,225) 102,401Minority interests (6,211) -

––––––––––––– –––––––––––––Net (loss)/profit for the year (39,436) 102,401

============== ==============

There were no material transfers to or from reserves or provisions during the financial year other than disclosed in the Statements ofChanges in Equity.

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were notsubstantially affected by any item, transaction or event of a material and unusual nature other than as disclosed in Notes 27 and 28 tothe financial statements.

DIVIDEND

Since the last financial year ended 30 April 2005, the Company paid a special dividend-in specie of 220 sen less 28% income tax, on136,284,052 ordinary shares amounting to RM215,873,938 (158.4 sen net per share) through the distribution of 548,319,803 BerjayaCorporation Berhad 0% Irredeemable Convertible Unsecured Loan Stocks 2005/2015 ("BCorp ICULS") of RM0.50 nominal value eachreceived from the inter-company settlement by Berjaya Group Berhad.

The Directors do not recommend the payment of any final dividends for the current financial year.

DIRECTORS

The names of Directors of the Company in office since the date of the last report and at the date of this report are :

Dato' Seri Sulaiman Bin Mohd AminDatuk Bhupatrai A/L Mansukhlal PremjiChan Kien SingLee Kok ChuanTan Sri Dato' Tan Chee SingDatuk Robert Yong Kuen LokeHaji Mansor Bin SallehKuok Wee Kiat

DIRECTORS' BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company wasa party, whereby the Directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any otherbody corporate.


DIRECTORS' BENEFITS (CONT’D)

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than benefitsincluded in the aggregate amount of emoluments received or due and receivable by the Directors as shown in Note 25 to the financialstatements or emoluments receivable from related corporations) by reason of a contract made by the Company or a related corporationwith any Director or with a firm of which the Director is a member or with a company in which he has a substantial financial interest,except as disclosed in Note 38 to the financial statements.

DIRECTORS' INTERESTS

According to the register of Directors' shareholdings, the interests of Directors in office at the end of the financial year in shares, options,warrants and loan stocks in the Company and its related corporations during the financial year were as follows :

The CompanyNumber of ordinary shares of RM1.00 each

At 1.5.05 Acquired Disposed At 30.4.06

Dato' Seri Sulaiman Bin Mohd Amin 7,000 9,800 (a) 15,120 (b) 1,680Chan Kien Sing 10,000 14,000 (a) 21,600 (b) 2,400Lee Kok Chuan 50,000 70,000 (a) 108,000 (b) 12,000Tan Sri Dato' Tan Chee Sing 87,332 122,264 (a) 188,637 (b) 20,959Datuk Robert Yong Kuen Loke 168,000 235,200 (a) 362,880 (b) 40,320Haji Mansor Bin Salleh 4,000 5,600 (a) 8,640 (b) 960Kuok Wee Kiat 83,000 145,000 (a) 205,200 (b) 22,800

Ultimate Holding CompanyBerjaya Corporation Berhad

Number of ordinary shares of RM1.00 each At 1.5.05 Acquired Disposed At 30.4.06

Chan Kien Sing - 20,000 (c) - 20,000Lee Kok Chuan - 21,600 (c) 21,600 -Tan Sri Dato' Tan Chee Sing - 10,793,300 (c) - 10,793,300

- 135,800 (c) 135,800 ^ -#Datuk Robert Yong Kuen Loke - 40,000 (c) - 40,000Kuok Wee Kiat - 263,036 (c) 263,036 -

Number of RM0.50 nominal value of0% Irredeemable Convertible Unsecured

Loan Stocks 2005/2015 At 1.5.05 Acquired Converted At 30.4.06

Dato' Seri Sulaiman Bin Mohd Amin - 38,763 (d) - 38,763Chan Kien Sing - 55,376 (d) - 55,376Lee Kok Chuan - 298,879 (d) - 298,879Tan Sri Dato' Tan Chee Sing - 13,382,907 (d) - 13,382,907Datuk Robert Yong Kuen Loke - 1,495,729 (d) - 1,495,729Haji Mansor Bin Salleh - 22,150 (d) - 22,150Kuok Wee Kiat - 526,072 (d) 526,072 -




Penultimate Holding CompanyBerjaya Group Berhad

Number of ordinary shares of RM1.00 each At 1.5.05 Acquired Exchanged At 30.4.06

Chan Kien Sing 100,000 - 100,000 * -Lee Kok Chuan 100,000 - 100,000 * -Tan Sri Dato' Tan Chee Sing 36,181,000 - 36,181,000 * -

679,000 # - 679,000 * -#Datuk Robert Yong Kuen Loke 200,000 - 200,000 * -


Loan Stocks 1999/2009 At 1.5.05 Acquired Exchanged At 30.4.06

Lee Kok Chuan 33,000 - 33,000 * -Tan Sri Dato' Tan Chee Sing 18,090,500 - 18,090,500 * -Datuk Robert Yong Kuen Loke 139,000 - 139,000 * -

Number of warrants At 1.5.05 Acquired Disposed At 30.4.06

Lee Kok Chuan 32,000 - 32,000 * -Tan Sri Dato' Tan Chee Sing 71,142,000 - 71,142,000 * -

Related CompaniesBerjaya Land Berhad

Number of ordinary shares of RM1.00 each At 1.5.05 Acquired Disposed At 30.4.06

Tan Sri Dato' Tan Chee Sing 159,721 255,554 (e) 255,554 (f) 159,721Datuk Robert Yong Kuen Loke 90,000 144,000 (e) 144,000 (f) 90,000


Loan Stocks 1999/2009 At 1.5.05 Acquired Converted At 30.4.06

Lee Kok Chuan 5,000 - - 5,000

Cosway Corporation BerhadNumber of ordinary shares of RM1.00 each


Dato' Seri Sulaiman Bin Mohd Amin 7,000 - - 7,000 Lee Kok Chuan 10,000 - - 10,000Datuk Robert Yong Kuen Loke 780,000 - - 780,000

Dunham-Bush (Malaysia) BhdNumber of ordinary shares of RM1.00 each


Dato' Seri Sulaiman Bin Mohd Amin - 1,050 (g) - 1,050Lee Kok Chuan - 1,500 (g) - 1,500

# Denotes indirect interests^ Ceased to be deemed interested pursuant to Section 6A of the Companies Act, 1965* Exchange of Berjaya Group Berhad's (""BGB"") securities with new securities of Berjaya Corporation Berhad ("BCorp") pursuant to

BGB's voluntary scheme of arrangement under Section 176 of the Companies Act, 1965 ("BGB Scheme").



(a) Inclusive of purchases and Berjaya Capital Berhad (“BCap”) Bonus Issue 7:5.

(b) Equivalent number of BCap shares reduced pursuant to the consolidation of shares after Capital Repayment of RM0.90 per BCapshare after Bonus Issue 7:5.

(c) BCorp shares allotted pursuant to BGB Scheme.

(d) BCorp ICULS allotted pursuant to BGB Scheme and the accompanying corporate exercises of BCap and Berjaya Land Berhad("BLB").

(e) BLB Bonus Issue 1:1 and Bonus Issue 3:2 after Capital Repayment of RM0.80 per BLB share.

(f) Equivalent number of BLB shares reduced pursuant to the consolidation of shares after the Capital Repayment of RM0.80 per BLBshare.

(g) Cosway Corporation Berhad's ("CCB") capital distribution of 51,665,054 ordinary shares of RM1.00 each in Dunham-Bush(Malaysia) Bhd ("DBM") to the shareholders of CCB on the basis of 3 DBM shares for every 20 CCB shares held.

Other than as disclosed above, none of the other Directors in office at the end of the financial year had any interest in shares in theCompany or its related corporations during the financial year.

SHARE CAPITAL

During the financial year, the Company's issued and fully paid up share capital was reduced from 567,850,217 ordinary shares ofRM1.00 each to 136,284,052 ordinary shares of RM1.00 each as a result of its corporate exercise involving :

(a) 7 : 5 bonus issue of 794,990,303 new ordinary shares of RM1.00 each which resulted in the increase of the Company's ordinaryshares to 1,362,840,520 from 567,850,217 on 23 December 2005;

(b) RM0.90 capital distribution per ordinary share satisfied via RM0.15 in cash amounting to RM204.4 million and the balance ofRM0.75 via distribution of 2.596 billion BCorp ICULS received from the inter-company settlement by BGB which was effected on23 December 2005. This has resulted in the share capital of the Company being reduced from RM1,362,840,520 comprising1,362,840,520 ordinary shares of RM1.00 each to RM136,284,052 comprising 1,362,840,520 ordinary shares of RM0.10 each; and

(c) 10 ordinary shares of the Company of RM0.10 each were then consolidated into one ordinary share of RM1.00 each, resulting inthe share capital being consolidated to 136,284,052 ordinary shares of RM1.00 each on the same date.

OTHER STATUTORY INFORMATION

(a) Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonablesteps :

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtfuldebts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made fordoubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinarycourse of business had been written down to an amount which they might be expected so to realise.

(b) At the date of this report, the Directors are not aware of any circumstances which would render :

(i) the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent;and

(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.



OTHER STATUTORY INFORMATION (CONT’D)

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to theexisting method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financialstatements of the Group and of the Company which would render any amount stated in the financial statements misleading.

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

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

(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

(f) In the opinion of the Directors :

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve monthsafter the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligationsas and when they fall due;

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial yearand the date of this report which is likely to affect substantially the results of the operations of the Group and of the Companyfor the financial year in which this report is made.

SIGNIFICANT EVENTS

Significant events during the financial year are disclosed in Note 39 to the financial statements.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

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

DATO' SERI SULAIMAN BIN MOHD AMIN

CHAN KIEN SING

Kuala Lumpur, Malaysia21 August 2006


statement by directorspursuant to section 169(15) of the Companies Act, 1965

We, DATO' SERI SULAIMAN BIN MOHD AMIN and CHAN KIEN SING being two of the Directors of BERJAYA CAPITAL BERHAD, dohereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 31 to 74 are drawn up inaccordance with the provisions of the Companies Act, 1965 and MASB Approved Accounting Standards in Malaysia so as to give atrue and fair view of the state of affairs of the Group and of the Company as at 30 April 2006 and of the results and the cash flows ofthe Group and of the Company for the year then ended.

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

DATO' SERI SULAIMAN BIN MOHD AMIN

CHAN KIEN SINGKuala Lumpur, Malaysia21 August 2006

statutory declarationpursuant to section 169(16) of the Companies Act, 1965

I, DATUK ROBERT YONG KUEN LOKE, being the Director primarily responsible for the financial management of BERJAYA CAPITALBERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 31 to 74 are in my opinioncorrect, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the StatutoryDeclarations Act, 1960

Subscribed and solemnly declared by the abovementioned }DATUK ROBERT YONG KUEN LOKE at Kuala Lumpur }in the Federal Territory on 21 August 2006 } DATUK ROBERT YONG KUEN LOKE

Before me,

SOH AH KAU (W315)Commissioner for OathsKuala Lumpur


report of the auditorsto the members of Berjaya Capital Berhad

We have audited the financial statements set out on pages 31 to 74. These financial statements are the responsibility of the Company'sDirectors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you,as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility toany other person for the content of this report.

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall presentationof the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion :

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and MASBApproved Accounting Standards in Malaysia so as to give a true and fair view of :

(i) the financial position of the Group and of the Company as at 30 April 2006 and of the results and the cash flows of the Groupand of the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiary companieshave been properly kept in accordance with the provisions of the Act.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statements ofthe Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financialstatements and we have received satisfactory information and explanations required by us for those purposes.

The auditors' report on the financial statements of the subsidiary companies were not subject to any qualification and did not includeany comment required to be made under Section 174(3) of the Companies Act, 1965.

ERNST & YOUNGAF : 0039Chartered Accountants

WONG KANG HWEENo. 1116/01/08 (J)Partner

Kuala Lumpur, Malaysia21 August 2006


balance sheetsas at 30 April 2006

Group CompanyNote 2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000NON-CURRENT ASSETSProperty, plant and equipment 3 42,436 43,768 528 265 Investment in subsidiary companies 4 - - 681,962 681,962Investment in an associated company 5 654 826 555 435 Other investments 6 331,714 291,462 17,438 2,966Investment properties 7 59,904 59,904 - - Deferred tax assets 8 4,174 4,545 - - Long term receivables 9 40,749 24,676 - - Goodwill on consolidation 10 65,345 107,476 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––544,976 532,657 700,483 685,628

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––CURRENT ASSETSTrade receivables 11 210,025 195,184 - - Other receivables 12 22,482 1,499,572 187 1,479,176Tax recoverable 2,349 3,272 997 - Marketable securities and short term investments 13 72,657 48,282 - - Cash and bank balances 14 190,923 246,023 115 14

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––498,436 1,992,333 1,299 1,479,190

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

CURRENT LIABILITIESTrade payables 15 100,888 67,634 - - Other payables 16 62,066 60,426 24,621 18,102Borrowings 17 79,946 118,559 32,629 28,633Tax payable 9,658 21,405 - 4,695Provision for outstanding claims 18 192,051 164,686 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––444,609 432,710 57,250 51,430

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

NET CURRENT ASSETS/(LIABILITIES) 53,827 1,559,623 (55,951) 1,427,760–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

598,803 2,092,280 644,532 2,113,388============== ============== ============== ==============

FINANCED BY :Share capital 19 136,284 567,850 136,284 567,850Reserves 20 34,265 34,347 596 678 Retained earnings / (accumulated loss) 21 153,700 1,204,000 (29,965) 878,498

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––Shareholders' equity 324,249 1,806,197 106,915 1,447,026Minority interests 64,947 75,322 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––Capital funds 389,196 1,881,519 106,915 1,447,026

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

NON-CURRENT LIABILITIESBorrowings 17 102,338 121,938 44,751 59,375Long term liabilities 22 20,843 17,907 492,866 606,987Deferred tax liabilities 8 621 447 - - Insurance reserves 23 85,805 70,469 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––209,607 210,761 537,617 666,362

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––598,803 2,092,280 644,532 2,113,388

============== ============== ============== ==============

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


income statementsfor the year ended 30 April 2006

Group CompanyNote 2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

REVENUE 24 301,438 257,219 249,057 25,832Cost of sales 24 (226,674) (191,194) - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––GROSS PROFIT 74,764 66,025 249,057 25,832

Other operating income 49,269 30,332 - 20 Selling and distribution costs (80) (73) - - Administrative and other operating expenses (65,841) (60,631) (4,847) (3,988)

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––PROFIT FROM OPERATIONS 25 58,112 35,653 244,210 21,864

Investment related income 27 52,771 6,983 - - Investment related expenses 28 (141,415) (8,232) (72,755) (4,448)Interest income 29 35,806 71,430 34,984 70,418Finance costs 30 (5,171) (12,305) (35,181) (37,091)

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––PROFIT AFTER FINANCE COSTS 103 93,529 171,258 50,743

Share of results of associated company (150) 382 - - –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

(LOSS)/PROFIT BEFORE TAXATION (47) 93,911 171,258 50,743

Taxation - group / company 31 (33,203) (27,246) (68,857) (15,618)- associated company 25 (58) - -

(33,178) (27,304) (68,857) (15,618)–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

(LOSS)/PROFIT AFTER TAXATION (33,225) 66,607 102,401 35,125

Minority interests (6,211) (2,537) - -–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

NET (LOSS)/PROFIT FOR THE YEAR (39,436) 64,070 102,401 35,125============== ============== ============== ==============

(LOSS)/EARNINGS PER SHARE 32- Basic (sen) (28.94) 47.01

============== ==============NET DIVIDEND PER SHARE (SEN) 33- Special dividend-in-specie 158.4 -

============== ==============



statements of changes in equity

for the year ended 30 April 2006

DistributableRetained

Non-distributable earnings/Share Share Capital (accumulatedcapital premium reserve loss) TotalRM'000 RM'000 RM'000 RM'000 RM'000

GROUP

As at 1 May 2004 567,850 678 33,669 1,139,930 1,742,127Net profit for the year - - - 64,070 64,070

–––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––As at 30 April 2005 567,850 678 33,669 1,204,000 1,806,197

Issue of bonus shares 794,990 - - (794,990) - Capital repayment (1,226,556) - - - (1,226,556)Share issue expenses - (82) - - (82)Distribution of special dividend-in-specie - - - (215,874) (215,874)Net loss for the year - - - (39,436) (39,436)

–––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––As at 30 April 2006 136,284 596 33,669 153,700 324,249

============== ============== ============== ============== ==============

COMPANY

As at 1 May 2004 567,850 678 - 843,373 1,411,901Net profit for the year - - - 35,125 35,125

–––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––As at 30 April 2005 567,850 678 - 878,498 1,447,026

Issue of bonus shares 794,990 - - (794,990) - Capital repayment (1,226,556) - - - (1,226,556)Share issue expenses - (82) - - (82)Distribution of special dividend-in-specie - - - (215,874) (215,874)Net profit for the year - - - 102,401 102,401

–––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––As at 30 April 2006 136,284 596 - (29,965) 106,915

============== ============== ============== ============== ==============



consolidatedcash flow statementfor the year ended 30 April 2006

2006 2005RM'000 RM'000

CASH FLOWS FROM OPERATING ACTIVITIESReceipts from customers / operating revenue 236,348 206,357(Payment) / receipts on behalf of clients / dealers (12,809) 5,877Payment of insurance claims (97,025) (99,149)Payment to suppliers and operating expenses (52,770) (56,498)Payment of taxes (35,667) (39,452)Other (payment) / receipts (2,228) 107

Net cash flow generated from operating activities 35,849 17,242

CASH FLOWS FROM INVESTING ACTIVITIESDisposal of property, plant and equipment 232 123 Disposal of government securities, loan stocks and bonds 1,237 7,573Disposal of other investments 54,172 80,215Acquisition of property, plant and equipment (Note A) (3,167) (3,895)Acquisition of subsidiary company net of cash acquired (Note 4) - (41,873)Acquisition of government securities, loan stocks and bonds (65,537) (20,605)Acquisition of other investments (39,538) (55,434)Interest received 11,266 11,160Repayment of advances from penultimate holding company 170,449 27,042Repayment of advances to related companies (3,357) (1,155)Other receipts from related companies (Note B) 8,086 6,644Dividends received 14,098 9,391Capital repayment from Bursa Malaysia Berhad 2,233 10,227Proceeds from disposal of stockbroking licence 30,000 -Capital repayment from other investments 6,161 -Other receipts 634 628

Net cash flow generated from investing activities 186,969 30,041

CASH FLOWS FROM FINANCING ACTIVITIESCapital repayment (204,426) -Drawdown of bank borrowings 40,607 48,658Repayment of bank borrowings (111,487) (48,534)Repayment of other borrowings - (5,116)Payment of hire purchase liability (60) (27)Interest paid (14,916) (19,300)Share issue expenses (82) -

Net cash flow used in financing activities (290,364) (24,319)–––––––––––––––– ––––––––––––––––


2006 2005RM'000 RM'000

NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (67,546) 22,964

CASH AND CASH EQUIVALENTS BROUGHT FORWARD 179,820 156,856–––––––––––––––– ––––––––––––––––

CASH AND CASH EQUIVALENTS CARRIED FORWARD (NOTE C) 112,274 179,820============== ==============

Note A

During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM3,407,000 (2005 :RM4,061,000). Cash payments of RM3,167,000 (2005 : RM3,895,000) were made for these acquisitions. RM240,000 (2005 : RM96,000)was financed by way of hire purchase and RM Nil (2005 : RM70,000) is to be settled by instalments.

Note B

These receipts from related companies arose from the pledge of the related companies' quoted investments and property to financialinstitutions for facilities granted to the Group before the inception of the revamped Listing Requirements of Bursa Malaysia SecuritiesBerhad. The receipts include dividend income and sales proceeds in respect of the assets pledged which were paid directly to thefinancial institutions to reduce the Group's borrowings, net of administrative charges paid to the related companies.

Note C2006 2005

RM'000 RM'000

Cash and cash equivalents carried forward comprise :

Cash in hand and at bank (Note 14) 20,432 17,625Bank overdrafts (Note 17) (49,148) (36,481)Deposits with licensed banks, licensed finance companies and financial institutions (Note 14) 170,491 228,398

–––––––––––––––– ––––––––––––––––141,775 209,542

Less : Remisiers' deposits held in trust (Note 14) (12,265) (13,234) : Clients' monies held in trust (Note 14) (17,236) (16,488)

–––––––––––––––– ––––––––––––––––112,274 179,820

============== ==============



cash flow statementfor the year ended 30 April 2006

2006 2005RM'000 RM'000

CASH FLOWS FROM OPERATING ACTIVITIESPayment for operating expenses (4,599) (3,990)Payment of taxes (6,418) (3,556)Other receipt 120 120

Net cash flow used in operating activities (10,897) (7,426)

CASH FLOWS FROM INVESTING ACTIVITIESSubscription of rights issue of a subsidiary company - (18,000)Disposal of property, plant and equipment 8 20 Acquisition of property, plant and equipment (Note A) (160) (74)Interest received 120 7 Repayment of advances from penultimate holding company

and receipt of advances from subsidiary and related companies 211,650 33,510Repayment of advances to subsidiary and related companies (3,374) (931)Dividends received 24,214 18,340

Net cash flow generated from investing activities 232,458 32,872

CASH FLOWS FROM FINANCING ACTIVITIESCapital repayment (204,426) -Drawdown of bank borrowings 31,200 -Repayment of borrowings (41,548) (16,125)Share issue expenses (82) - Interest paid (6,264) (8,134)Payment of hire purchase liabilities (60) (27)

Net cash flow used in financing activities (221,180) (24,286)–––––––––––––––– ––––––––––––––––

NET INCREASE IN CASH AND CASH EQUIVALENTS 381 1,160

CASH AND CASH EQUIVALENTS BROUGHT FORWARD (19,324) (20,484)–––––––––––––––– ––––––––––––––––

CASH AND CASH EQUIVALENTS CARRIED FORWARD (NOTE B) (18,943) (19,324)============== ==============

Note A

During the financial year, the Company acquired property, plant and equipment with an aggregate cost of RM400,000 (2005 :RM240,000). Cash payments of RM160,000 (2005 : RM74,000) were made for these acquisitions. RM240,000 (2005 : RM96,000) wasfinanced by way of hire purchase and RM Nil (2005 : RM70,000) is to be settled by instalments.

Note B2006 2005

RM'000 RM'000

Cash and cash equivalents carried forward comprise :

Cash in hand and at bank (Note 14) 32 14 Deposit with licensed bank (Note 14) 83 - Less : Bank overdrafts (Note 17) (19,058) (19,338)

–––––––––––––––– ––––––––––––––––(18,943) (19,324)

============== ==============The accompanying notes form an integral part of these financial statements.


notes to thefinancial statements

30 April 2006

1 CORPORATE INFORMATION

The principal activities of the Company are investment holding and provision of management services. The principal activities of thesubsidiaries are described in Note 4 to the financial statements. There have been no significant changes in the nature of the principalactivities during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of BursaMalaysia Securities Berhad. The registered office of the Company is located at Lot 13-01A, Level 13 (East Wing), Berjaya TimesSquare, No. 1 Jalan Imbi, 55100 Kuala Lumpur.

The ultimate holding company is Berjaya Corporation Berhad ("BCorp"), a public listed company and the penultimate holdingcompany is Berjaya Group Berhad ("BGB"), both of which are incorporated in Malaysia.

BGB ceased to be ultimate holding company during the financial year following the completion of a voluntary scheme ofarrangement of BGB ("BGB Scheme"). As a result of the BGB Scheme, BGB became a wholly-owned subsidiary of BCorp and itslisting status was transferred to BCorp.

Related companies refer to companies in the BCorp group, other than the subsidiary companies of the Company.

The number of employees in the Group and in the Company (excluding Directors) at the end of the financial year were 726 (2005 :662) and 20 (2005 : 21) respectively.

The amounts in the financial statements are stated in Ringgit Malaysia ("RM").

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 21 August 2006.

2 SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

The financial statements of the Group and of the Company have been prepared under the historical cost convention unlessotherwise indicated in the accounting policies below and comply with the provisions of the Companies Act, 1965 and applicableMASB Approved Accounting Standards.

(b) Basis of consolidation

(i) Subsidiary companies

The consolidated financial statements include the financial statements of the Company and all its subsidiary companiesmade up to 30 April, using the acquisition method of accounting. Subsidiary companies are those enterprises controlledby the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial andoperating policies of an enterprise so as to obtain benefits from its activities. The financial statements of subsidiarycompanies are included in the consolidated financial statements from the date that control effectively commences until thedate that control effectively ceases.

Under the acquisition method of accounting, the assets and liabilities of a subsidiary company are measured at their fairvalue at the date of acquisition and these values are reflected in the consolidated financial statements. The differencebetween the acquisition cost and the fair values of the Group's share of net assets of the acquired subsidiary company atthe date of acquisition is included in the consolidated balance sheet as goodwill or negative goodwill as appropriate.

Intra-group transactions, balances and unrealised gains are eliminated on consolidation and the consolidated financialstatements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot berecovered.

Minority interest is measured at the minorities' share of the post-acquisition fair values of the identifiable assets andliabilities of the subsidiary company.


notes to thefinancial statements30 April 2006

2 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) Basis of consolidation (cont’d)

(ii) Associated company

An associated company is a company in which the Group has a long term equity interest and where it exercises significantinfluence over its financial and operating policies through Board representation. Investment in an associated company isaccounted for in the consolidated financial statements by the equity method of accounting based on the latest audited ormanagement financial statements of the associate concerned made up to the Group's financial year-end.

Under the equity method of accounting, the Group's share of results of an associated company is included in theconsolidated income statement from the date that significant influence effectively commences until the date that significantinfluence effectively ceases, as appropriate.

The Group's interest in an associated company is carried in the consolidated balance sheet at cost plus the Group's shareof post-acquisition retained profits or accumulated losses and other reserves, less impairment losses.

(c) Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Freehold land is not depreciated. Depreciation of other property, plant and equipment is provided for on a straight line basis towrite off the cost of each asset to its residual value over the estimated useful life at the following annual rates :

Buildings on freehold land 2%Long leasehold buildings 2%Computer equipment 20 - 33 1/3%Renovations 10% - 20%Furniture, fittings and office equipment 10% - 20%Motor vehicles 20%

(d) Investment in subsidiary companies and an associated company

The Company's investment in subsidiary companies and an associated company are stated at cost less impairment losses.

(e) Investment properties

Investment properties represent freehold and long leasehold land and buildings that are held for their investment potential andrental income and are stated at cost less impairment losses.

(f) Goodwill

Goodwill on consolidation represents the difference between the purchase price over the fair value of the net assets of theinvestment in subsidiary and associated companies at the date of acquisition less proportionate amounts written off forsubsequent disposals of these investments. Positive goodwill is retained in the consolidated balance sheet at cost lessimpairment losses. Negative goodwill is shown as a deduction from the positive goodwill on consolidation of the Group.

Goodwill arising on the acquisition of subsidiary companies is presented separately in the balance sheet while goodwill arisingon the acquisition of associated company is included within the carrying amount of investment in associated company.Goodwill or negative goodwill is not amortised. Goodwill is reviewed at each balance sheet date and will be written down forimpairment when it is considered necessary.



(g) Impairment of assets

At each balance sheet date, the Group and the Company reviews the carrying amounts of their assets, other than marketablesecurities and short term investments, receivables and deferred tax assets to determine whether there is any indication ofimpairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with theirrecoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by referenceto discounted future cash flows.

An impairment loss is recognised as an expense in the income statement immediately. Reversal of impairment lossesrecognised in prior years is recorded when the impairment losses recognised for the asset have decreased.

(h) Leased assets

A lease is recognised as a finance lease if it transfers substantially to the Group and Company all the risks and rewards incidentto ownership. All other leases are classified as operating leases.

(i) Finance leases

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair valuesand the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation andimpairment losses. The corresponding liability is included in the balance sheet as other payables.

Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance costs,which represent the difference between the total leasing commitments and the fair value of the assets acquired, arerecognised as an expense in the income statement over the term of the relevant lease so as to produce a constant periodicrate of charge on the remaining balance of the obligations for each accounting period.

The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipment as describedin Note 2(c).

(ii) Operating leases

Operating leases are leases other than finance leases. Operating lease payments are recognised as an expense in theincome statement on a straight-line basis over the term of the relevant lease.

(i) Foreign currency transactions

Transactions in foreign currencies during the year are converted into Ringgit Malaysia at rates of exchange approximating thoseruling at the date of the transactions or at contracted rates, where applicable. At each balance sheet date, foreign currencymonetary items are translated into Ringgit Malaysia at exchange rates ruling at that date or at contracted rates, whereapplicable. All exchange rate differences are taken to the income statement.

The principal exchange rate used for every unit of foreign currency ruling at balance sheet date is as follows :

2006 2005RM RM

1 Singapore Dollar 2.2900 2.3000============== ==============

(j) Cash and cash equivalents

Cash comprises cash in hand, at bank and demand deposits.

Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts subject to aninsignificant risk of changes in value, against which the bank overdrafts, if any, are deducted.

The Group has excluded clients' monies and remisiers' deposits held in trust by the stockbroking subsidiary companies fromits cash and cash equivalents.




(k) Insurance reserves

The unearned premium reserves ("UPR") represent the portion of the net premiums of insurance policies written that relate tothe unexpired periods of the policies at the end of the financial year.

UPR at the balance sheet date is determined in accordance with the method that most accurately reflects the actual liability asfollows :

- 25% method for marine cargo, aviation cargo and transit;

- 1/24th method for all other classes of business (except non-annual policies), reduced by the corresponding percentage ofaccounted gross direct business commissions and agency related expenses not exceeding the limits specified by BankNegara Malaysia ("BNM") as follows :

Motor and bonds 10%Fire, engineering and marine hull 15%Other classes 25%

- 1/8th method for overseas inward treaty business with a deduction of 20% for commissions;

- Non-annual policies with a duration of cover extending beyond one year is time apportioned over the period of the risks.

(l) Acquisition costs

Acquisition costs, being costs incurred in acquiring and renewing insurance policies net of income derived from cedingreinsurance premiums, is recognised as incurred and properly allocated to the periods in which it is probable they give rise toincome.

(m) Provision for claims

A liability for outstanding claims is recognised in respect of both direct insurance and inward reinsurance. The amount ofoutstanding claims is the best estimate of the expenditure required together with related expenses less recoveries to settle thepresent obligations at the balance sheet date.

Provision is also made for the cost of claims, together with related expenses incurred but not reported ("IBNR") at balance sheetdate, using a mathematical method of estimation based on the actual claims development pattern.

(n) Income tax

Income tax on the profit for the year comprises current and deferred tax. Deferred tax is recognised in the income statementexcept to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantivelyenacted at the balance sheet date. Adjustment is made to recognise any over or underprovision of tax expense in the previousyear.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date arising between thetax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not recognised fortemporary differences that arise from goodwill which is not deductible for tax purposes and the initial recognition of assets orliabilities that at the time of transaction affects neither accounting nor taxable profit. The amount of deferred tax provided isbased on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax ratesenacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against whichthe asset can be utilised.



(o) Employee benefits

(i) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which theassociated services are rendered by employees of the Group and of the Company. Short term accumulating compensatedabsences such as paid annual leave are recognised when services are rendered by employees that increase theirentitlement to future compensated absences. Short term non- accumulating compensated absences such as sick leaveare recognised when the absences occur.

(ii) Defined contribution plans

As required by law, the Group and the Company make contributions to the Employees Provident Fund ("EPF"). The Groupand the Company make further contributions to a defined contribution plan run by an independent party for its eligibleemployees. Such contributions are recognised as an expense in the income statement as incurred.

(p) Financial instruments

Financial instruments are recognised in the balance sheet when the Group and the Company have become a party to thecontractual provisions of the instrument.

(i) Non-current investments

Non-current investments comprises quoted and unquoted securities, Malaysian Government Securities ("MGS"), bondsand club memberships and exclude investment in subsidiary and associated companies.

Long term investments in quoted securities are stated at cost less impairment loss. Investment in quoted securities of thegeneral insurance subsidiary are stated at lower of cost and market value determined on an aggregate portfolio basis bycategory investments, except that if diminution in value of a particular investment is not regarded as temporary inaccordance with the BNM Regulation 1996 ("BNM Regulation"), a write down is made against the value of the investment.

Investment in unquoted securities and corporate club memberships are stated at cost less impairment losses.

MGS and other approved investments as specified by BNM are stated at cost adjusted for the amortisation of premiumsor accretion of discounts, calculated on an effective yield basis from the date of purchase to their maturity date. Theamortisation of premiums and accretion of discounts are charged or credited to the income statement.

Investment in government guaranteed bonds and unquoted corporate bonds which are secured or which carry a minimumrating of "BBB" (long term) or "P3" (short term) are stated at cost adjusted for the amortisation of premiums or accretionof discounts, calculated on an effective yield basis from the date of purchase to their respective maturity dates. Anycorporate bond with a lower rating is stated at the lower of cost and market value.

(ii) Marketable securities and short term investments

Marketable securities and short term investments are carried at the lower of cost and market value, determined on anaggregate portfolio basis by category of investments, other than investment held by the general insurance subsidiary whichis also subject to BNM Regulation. Cost is determined on the weighted average basis while market value is determinedbased on quoted market values. Increases or decreases in the carrying amount of marketable securities and short terminvestments are recognised in the income statement. On disposal of marketable securities and short term investments, thedifference between net disposal proceeds and its carrying amount is recognised in the income statement.




(p) Financial instruments (cont’d)

(iii) Receivables

Trade and other receivables are carried at anticipated realisable values.

All known bad debts are written off when identified. Specific provisions are made for any debts which are considereddoubtful or have been classified as non- performing, net of interest-in-suspense and taking into consideration the value ofany collateral held and latest updates of recoverability steps taken. A general provision is made to cover possible losseswhich are not specifically identified.

Clients' accounts for stockbroking and general insurance subsidiaries are classified as non-performing under the followingcircumstances in accordance with relevant regulatory guidelines :

Type of accounts Criteria- Contra losses An account is classified as doubtful when the account remains outstanding for 16 to 30

calendar days from the date of contra transactions and bad when it is outstanding formore than 30 days.

- Overdue purchase contracts An account is classified as doubtful when the account remains outstanding from T+4market days to 30 calendar days and bad when it is outstanding for more than 30 days.

- Margin accounts When the value of the collateral has fallen below 130% of the outstanding balance asbad debts.

- Premiums When the account remains in arrears for more than six months from the date on whichthey become receivable.

(iv) Payables

Trade and other payables are stated at cost which is the fair value of the consideration to be paid in the future for goodsand services rendered, or at the amount which is due and expected to be settled.

(v) Interest bearing borrowings

Interest bearing borrowings are recorded at the amount of proceeds received.

All borrowing costs are recognised as expenses in the income statement in the period in which they are incurred.

(vi) Equity instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised and reflected in the statement ofchanges in equity in the period in which they are approved for payment.

(q) Revenue recognition

(i) Hire-purchase and lease interest income

Interest income is calculated and accrued using the sum-of-digits method over the period of the loan, net of interest-in-suspense.



(q) Revenue recognition (cont’d)

(ii) General insurance underwriting results and premium income

The general insurance underwriting results are determined for each class of business after taking into accountreinsurances, commissions, unearned premium reserves and net claims incurred.

Premium income net of reinsurance is recognised based on assumption of risks.

Inward treaty reinsurance premium is recognised on the basis of periodic advices received from ceding insurers.

(iii) Investment income

Dividend income is recognised when the shareholder's right to receive payment is established.

(iv) Brokerage and commissions

Income from brokerage is recognised upon execution of contracts while underwriting commission is recognised uponcompletion of the corporate exercises concerned.

(v) Interest income

Interest income is recognised on an accrual basis except where a loan is considered to be non-performing in which casethe recognition of interest is suspended. Subsequent to suspension, interest is recognised on receipt basis until all arrearshave been paid except for margin accounts where interest is suspended until the account is reclassified as performing.

Interest income from investments in bonds, government securities and loan stocks are recognised on a time proportionbasis that takes into account the effective yield of the asset.

(vi) Rental income

Rental income, including those from investment properties, is recognised based on accrual basis unless collection is indoubt, in which case it is recognised on a receipt basis.

(vii) Other income

Other than the above, all other income are recognised on an accrual basis.

(r) Segmental reporting

The Group adopts business segment analysis as its primary reporting format. No geographical segment analysis is presentedas the Group's activities are conducted solely in Malaysia.

Segment revenues and expenses are those directly attributed to the segments and include any joint revenue and expenseswhere a reasonable basis of allocation exists. Revenue and expenses do not include items arising on investing or financingactivities.

Segment assets include all operating assets used by a segment and do not include items arising on investing or financingactivities. Segment liabilities comprise operating liabilities and do not include liabilities arising on investing or financing activitiessuch as bank borrowings.



3 PROPERTY, PLANT AND EQUIPMENT

GroupNet book Net bookvalue as value asat 1 May at 30 April

2005 Additions Reclassifications Disposals Depreciation 2006RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

Freehold land 3,900 - - - - 3,900Buildings on freehold land 25,624 - - - (656) 24,968Long leasehold buildings 1,729 - - - (40) 1,689Computer equipment 3,057 1,578 (3) - (1,338) 3,294Renovation 2,681 439 - - (484) 2,636Office equipment 2,900 294 - - (762) 2,432Furniture and fittings 1,430 116 - - (487) 1,059Motor vehicles 2,447 980 - # (969) 2,458

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––43,768 3,407 (3) - (4,736) 42,436

==========================================================================================================

Accumulated Impairment Net bookCost depreciation loss value

RM'000 RM'000 RM'000 RM'000As at 30 April 2005Freehold land 10,000 - (6,100) 3,900Buildings on freehold land 32,558 (6,134) (800) 25,624Long leasehold buildings 2,010 (281) - 1,729 Computer equipment 17,966 (14,909) - 3,057Renovation 5,294 (2,613) - 2,681Office equipment 6,670 (3,770) - 2,900Furniture and fittings 5,426 (3,996) - 1,430Motor vehicles 7,587 (5,140) - 2,447

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––87,511 (36,843) (6,900) 43,768

=======================================================================

As at 30 April 2006Freehold land 10,000 - (6,100) 3,900Buildings on freehold land 32,558 (6,790) (800) 24,968Long leasehold buildings 2,010 (321) - 1,689Computer equipment 19,306 (16,012) - 3,294Renovation 5,732 (3,096) - 2,636Office equipment 6,939 (4,507) - 2,432Furniture and fittings 5,542 (4,483) - 1,059Motor vehicles 7,608 (5,150) - 2,458

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––89,695 (40,359) (6,900) 42,436

=======================================================================

# Denotes RM11


3 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

CompanyNet book Net bookvalue as value asat 1 May at 30 April

2005 Additions Disposals Depreciation 2006RM'000 RM'000 RM'000 RM'000 RM'000

Computer equipment 23 21 - (9) 35 Office equipment 7 1 - (4) 4Furniture and fittings 2 - - (1) 1Motor vehicles 233 378 * (123) 488

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––265 400 - (137) 528

========================================================================================

Accumulated Net bookCost depreciation value

RM'000 RM'000 RM'000

As at 30 April 2005Computer equipment 52 (29) 23Office equipment 49 (42) 7Furniture and fittings 4 (2) 2Motor vehicles 1,179 (946) 233

––––––––––––––––––––––––––––––––––––––––––––––––––––––1,284 (1,019) 265

=====================================================As at 30 April 2006Computer equipment 73 (38) 35Office equipment 32 (28) 4Furniture and fittings 4 (3) 1Motor vehicles 1,472 (984) 488

––––––––––––––––––––––––––––––––––––––––––––––––––––––1,581 (1,053) 528

=====================================================

* Denotes RM1

The net book value of property, plant and equipment acquired under finance leases and hire purchase agreement amounted toRM320,000 (2005 : RM101,000) for the Company.

The net book values of properties of the Group pledged for borrowings as referred to in Note 17 are as follows :

Group2006 2005

RM’000 RM’000

Freehold land 3,900 3,900Buildings on freehold land 8,414 8,655

–––––––––––––––– ––––––––––––––––12,314 12,555

============== ==============

Included in property, plant and equipment of the Group and the Company are fully depreciated assets which are still in use costingRM25,664,000 (2005 : RM23,905,000) and RM903,000 (2005 : RM782,000) respectively.



4 INVESTMENT IN SUBSIDIARY COMPANIES

Company2006 2005

RM’000 RM’000

Unquoted shares at cost less write downsAt 1 May 681,962 663,962Subscription of rights issue of a subsidiary company - 18,000

–––––––––––––––– ––––––––––––––––At 30 April 681,962 681,962

============== ==============

The subsidiary companies, all incorporated in Malaysia, are as follows :

EquityName of subsidiaries interest held Principal activities

2006 2005% %

Subsidiaries of the CompanyInter-Pacific Capital Sdn Bhd 89.5 89.5 Investment holding and provision of

management servicesBerjaya General Insurance Berhad 100.0 100.0 General insurancePrime Credit Leasing Sdn Bhd 100.0 100.0 Hire-purchase, lease and loan financingCahaya Nominees (Tempatan) Sdn Bhd 100.0 100.0 Nominee servicesThe Tropical Veneer Company Berhad 100.0 100.0 Dormant Rantau Embun Sdn Bhd 100.0 100.0 Dormant

Subsidiaries of Inter-Pacific Capital Sdn BhdInter-Pacific Securities Sdn Bhd 100.0 100.0 StockbrokingEng Equities Sdn Bhd (formerly

known as Eng Securities Sdn Bhd) 100.0 100.0 Investment holdingInter-Pacific Futures Sdn Bhd 100.0 100.0 Futures brokingAmbilan Imej Sdn Bhd # 99.9 99.9 Property investmentInter-Pacific Management Sdn Bhd 100.0 100.0 Money lendingInter-Pacific Research Sdn Bhd 100.0 100.0 Research servicesUT Equities Sdn Bhd 100.0 100.0 Investment holding

Subsidiaries of Inter-Pacific Securities Sdn BhdInter-Pacific Equity Nominees (Tempatan) Sdn Bhd 100.0 100.0 Nominee servicesInter-Pacific Equity Nominees (Asing) Sdn Bhd 100.0 100.0 Nominee servicesInter-Pacific Asset Management Sdn Bhd 100.0 100.0 Fund management

Subsidiaries of Eng Equities Sdn BhdEng Nominees (Tempatan) Sdn Bhd 100.0 100.0 DormantEng Nominees (Asing) Sdn Bhd 100.0 100.0 Dormant

Subsidiaries of UT Equities Sdn BhdTraders Nominees (Asing) Sdn Bhd 100.0 100.0 DormantTraders Nominees (Tempatan) Sdn Bhd 100.0 100.0 Dormant

# The remaining 0.1% interest is held by the Company

Acquisition of Subsidiary

In the previous financial year, the Group acquired 100% equity interest in UT Equities Sdn Bhd ("UTS") (formerly known as UTSecurities Sdn Bhd) and its subsidiary companies, for a total consideration of RM78.741 million consisting cash of RM60 millionand assumption of inter-company debts of RM18.741 million.


4 INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)

Acquisition of Subsidiary (cont’d)

The acquisition had the following effect on the Group's financial results for the previous financial year :2005

RM’000

Revenue 3,291Profits from operations 1,398Net profit for the year 485

==============

The acquisition had the following effects on the financial position of the Group as at the end of the previous financial year :

2005RM’000

Property, plant and equipment 1,075Goodwill on consolidation 15,293Marketable securities 7,248Other investments 2,836Trade receivables 18,332Other receivables 641Tax recoverable 1,148Cash and bank balances 19,223Trade payables (12,016)Other payables (5,348)Deferred tax liabilities (3)

––––––––––––––––48,429

==============

Following the completion of the acquisition in the previous financial year, the stockbroking business of UTS was merged with Inter-Pacific Securities Sdn. Bhd., another subsidiary of the Company.

The fair values of the assets acquired and liabilities assumed from the acquisition of UTS were as follows :2005

RM’000

Property, plant and equipment 965Other investments 6,245 Deferred tax assets (Note 8) 988Marketable securities 12,866Trade and other receivables 23,207Net amount due from related companies 18,741Tax recoverable 1,075Fixed deposits with licensed banks 16,831 Cash and bank balances 2,495Trade and other payables (21,767)

––––––––––––––––61,646

Goodwill on acquisition (Note 10) 15,293 Minority interests in goodwill on acquisition 1,802

––––––––––––––––Cost of acquisition 78,741

==============



4 INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)

Acquisition of Subsidiary (cont’d)

2005RM’000

Purchase consideration satisfied by :Cash 60,000Assumption of inter-company debts 18,741

––––––––––––––––Total cost of acquisition 78,741

==============

Cash outflow arising on acquisition :Purchase consideration satisfied by cash 60,000Less : Cash and cash equivalents of subsidiary company acquired * (18,127)

––––––––––––––––Net cash outflow of the Group 41,873

==============

* Cash and bank balances 2,495Deposits with licensed bank 16,831

––––––––––––––––19,326

Less : Monies held in trust (1,199)––––––––––––––––

Cash and cash equivalents acquired 18,127==============

There were no acquisitions in the current financial year.

5 INVESTMENT IN AN ASSOCIATED COMPANY

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Unquoted shares at carrying amount 555 435 555 435

Share of post acquisition reserves 99 391 - - –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

654 826 555 435============== ============== ============== ==============

The Group's interest in the associated company is represented by :

Share of net assets 654 826 ============== ==============

The associated company is :Effective

Name of Place of interests Financial Principalcompany incorporation 2006 2005 year end activities

% %First Taz Money Malaysia 40 40 31 January Foreign ex-change andBrokers Sdn Bhd money broking


6 OTHER INVESTMENTS

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000At cost :Quoted investments in Malaysia

- shares 216,304 230,061 9,337 9,337- unit trust funds 21,487 10,501 - -- unsecured loan stocks 103,374 10,093 87,227 - - warrants 89 590 - -

Quoted investments outside Malaysia- shares 8,969 - - -- warrants 587 - - -

Malaysian government securities 52,354 32,528 - -Khazanah bonds 4,500 4,293 - -Unquoted shares 2,053 2,052 - -Unquoted corporate bonds 39,651 26,090 - -Golf club corporate memberships 687 687 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––450,055 316,895 96,564 9,337

Write down in value of quoted investments - (5,984) - -Accumulated impairment losses

- quoted investments (118,271) (19,409) (79,126) (6,371)- other investments (70) (40) - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––331,714 291,462 17,438 2,966

============== ============== ============== ==============

At market value :Quoted investments in Malaysia

- shares 222,735 212,890 4,145 2,966- unit trust funds 20,976 10,331 - -- unsecured loan stocks 36,682 10,135 13,293 -- warrants 179 144 - -

Quoted investments outside Malaysia- shares 2,441 - - -- warrants 329 - - -

Malaysian government securities 52,476 33,718 - -Khazanah bonds 4,549 4,468 - -

============== ============== ============== ==============

As at 30 April 2006, investments in quoted shares in Malaysia of the Group costing RM59,392,000 (2005 : RM65,276,000) arepledged to the financial institutions for credit facilities granted to the Company, subsidiary companies and certain related companiesas disclosed in Note 17.



7 INVESTMENT PROPERTIES

GroupCost Fair value

–––––––––––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––––––––––2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Freehold land and buildings 7,407 7,407 25,570 11,037Freehold office premises 55,697 55,697 52,000 52,000Leasehold land and building 3,300 3,300 3,495 4,579

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––66,404 66,404 81,065 67,616

Less : Impairment losses (6,500) (6,500) - -–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

59,904 59,904 81,065 67,616============== ============== ============== ==============

Fair value is derived at using the discounted cash flow method or based on indicative values determined by an independent externalvaluer using the open market value basis.

Investment properties costing RM55,997,000 (2005 : RM55,997,000) are charged to financial institutions to secure credit facilitiesfor subsidiary companies as disclosed in Note 17.

8 DEFERRED TAX ASSETS AND LIABILITIESGroup

2006 2005RM’000 RM’000

At 1 May 4,098 2,827Recognised in the income statement (Note 31) (545) 283Acquisition of subsidiary company (Note 4) - 988

–––––––––––––––– ––––––––––––––––At 30 April 3,553 4,098

============== ==============Presented after appropriate off-setting as follows :Deferred tax assets 4,174 4,545Deferred tax liabilities (621) (447)

–––––––––––––––– ––––––––––––––––3,553 4,098

============== ==============

The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows :

RecognisedAt in income At

1 May statement 30 AprilRM'000 RM'000 RM'000

GroupDeferred Tax Assets2006Provision for unearned premium reserves 170 (35) 135Impairment losses in value of other investments 1,830 395 2,225Receivables 5,507 (2,713) 2,794Other payables 661 (326) 335Unabsorbed capital allowances 1,135 1,091 2,226

–––––––––––––––– –––––––––––––––– ––––––––––––––––9,303 (1,588) 7,715

============== ==============Less : Set-off against deferred tax liabilities (3,541)

––––––––––––––––4,174

==============


8 DEFERRED TAX ASSETS AND LIABILITIES (CONT’D)

Arising onRecognised acquisition

At in income of subsidiary At1 May statement company 30 April

RM'000 RM'000 RM'000 RM'000

2005Provision for unearned premium reserves 191 (21) - 170Impairment losses in value of other investments 410 1,420 - 1,830Receivables 4,939 571 (3) 5,507Other payables 497 164 - 661Unutilised tax losses - (100) 100 -Unabsorbed capital allowances 73 1,062 - 1,135

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––6,110 3,096 97 9,303

============== ============== ==============Less : Set-off against deferred tax liabilities (4,758)

––––––––––––––––4,545

==============



GroupDeferred Tax Liabilities2006Property, plant and equipment 4,028 (552) 3,476Marketable securities / other investments 1,177 (531) 646Dividends receivable - 40 40

–––––––––––––––– –––––––––––––––– ––––––––––––––––5,205 (1,043) 4,162

============== ==============Less: Set-off against deferred tax assets (3,541)

––––––––––––––––621

==============

Arising onRecognised acquisition

At in income of subsidiary At1 May statement company 30 April

RM'000 RM'000 RM'000 RM'000

2005Dividends receivable 6 (6) - -Property, plant and equipment 2,075 1,887 66 4,028Marketable securities / other investments 1,202 932 (957) 1,177

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––3,283 2,813 (891) 5,205

============== ============== ==============Less: Set-off against deferred tax assets (4,758)

––––––––––––––––447

==============



8 DEFERRED TAX ASSETS AND LIABILITIES (CONT’D)



CompanyDeferred Tax Assets2006Unabsorbed capital allowances 41 23 64

============== ==============Less : Set-off against deferred tax liabilities (64)

––––––––––––––––-

==============

2005Unabsorbed capital allowances 27 14 41

============== ==============Less : Set-off against deferred tax liabilities (41)

––––––––––––––––-

==============



CompanyDeferred Tax Liabilities2006Dividends receivable - 40 40Property, plant and equipment 41 (17) 24

–––––––––––––––– –––––––––––––––– ––––––––––––––––41 23 64

============== ==============Less: Set-off against deferred tax assets (64)

––––––––––––––––-

==============

2005Dividends receivable 6 (6) -Property, plant and equipment 21 20 41

–––––––––––––––– –––––––––––––––– ––––––––––––––––27 14 41

============== ==============Less: Set-off against deferred tax assets (41)

––––––––––––––––-

==============Deferred tax assets have not been recognised in respect of the following items :

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Unabsorbed capital allowances 7,32 5,128 469 632Unutilised tax losses 13,434 13,434 - -

============== ============== ============== ==============


9 LONG TERM RECEIVABLESGroup

2006 2005RM’000 RM’000

Leasing receivables (Note 11) 19,002 16,232Hire purchase receivables (Note 11) 21,703 8,393Staff loans 44 51

–––––––––––––––– ––––––––––––––––40,749 24,676

============== ==============

Included in staff loans granted by a subsidiary company are staff loans of RM52,000 (2005 : RM59,000) of which RM50,000 (2005:RM57,000) are secured and bear interest at 4.0% (2005 : 4.0%) per annum, whilst the unsecured staff loans are interest free. Theportion receivable within 12 months is included in other receivables in Note 12.

The Group has no significant concentration of credit risk that may arise from exposure to a single debtor or to groups of debtors.

10 GOODWILL ON CONSOLIDATIONGroup

2006 2005RM’000 RM’000

GoodwillAt 1 May 115,024 99,731Acquisition of subsidiary company, net of minority interests (Note 4) - 15,293Write down for impairment loss net of minority interests (42,131) -

–––––––––––––––– ––––––––––––––––At 30 April 72,893 115,024

–––––––––––––––– ––––––––––––––––Negative GoodwillAt 1 May / 30 April (7,548) (7,548)

–––––––––––––––– ––––––––––––––––Total 65,345 107,476

============== ==============

11 TRADE RECEIVABLESGroup

2006 2005RM’000 RM’000

Securities broking and related services receivables 169,185 134,398General insurance premium receivables 26,305 22,356Money lending receivables 25,775 66,124

Leasing receivables 40,010 37,545Unearned interest (5,012) (5,066)

–––––––––––––––– ––––––––––––––––34,998 32,479

Repayable after 1 year and included in long term receivables (Note 9) (19,002) (16,232)

15,996 16,247

Hire purchase receivables 78,769 87,817Unearned interest (7,708) (3,034)

–––––––––––––––– ––––––––––––––––71,061 84,783

Repayable after 1 year and included in long term receivables (Note 9) (21,703) (8,393)

49,358 76,390–––––––––––––––– ––––––––––––––––

286,619 315,515Interest-in-suspense (24,426) (45,134)Provision for doubtful debts (52,168) (75,197)

–––––––––––––––– ––––––––––––––––210,025 195,184

============== ==============



11 TRADE RECEIVABLES (CONT’D)

Included in leasing and hire purchase receivables are amounts totalling RM30,333,000 (2005 : RM39,522,000) due from companiesin which a substantial shareholder of the ultimate holding company has interest and RM13,984,000 (2005 : RM12,735,000) due froma company in which a substantial shareholder of the ultimate holding company and a Director of the Company have interests.

Included in leasing and hire purchase receivables of the Group are amounts due from related companies of RM32,442,000 (2005 :RM30,081,000).

The interest rates per annum of the following category of trade receivables are as follows :

Group2006 2005

Rate ranges from :Hire purchase and lease receivables 5.75% to 10.0% 5.5% to 10.0%Money lending receivables 8.0% to 19.0% 10.0% to 18.0%Margin financing receivables 8.0% to 11.0% 8.0% to 11.0%

Future receipts for the leasing and hire purchase receivables are as follows :

Group2006 2005

Present Presentvalue of value of

Minimum minimum Minimum minimumlease lease lease lease

receivables receivables receivables receivablesRM'000 RM'000 RM'000 RM'000

Within one year 70,632 65,354 96,125 92,637Between two to five years 48,147 40,705 29,237 24,625

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––118,779 106,059 125,362 117,262

Less : Unearned interest (12,720) - (8,100) -–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

106,059 106,059 117,262 117,262============== ============== ============== ==============

The Group's normal credit terms are as follows :

- Non-margin clients and brokers 3 market days in accordance with the Bursa Malaysia Securities Berhad Fixed Delivery and Settlement System (“FDSS”) trading rules.

- Clients trading future contracts Next business day following the maturity date of the contracts in accordance withthe Malaysian Derivatives Exchange Bhd business rules.

- Hire purchase and leasing receivables 24 months to 60 months

- Money lending receivables 12 months to 24 months

The credit terms for other trade receivables are assessed and approved on a case-by-case basis.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors,other than receivables from related companies and certain margin clients.


12 OTHER RECEIVABLESGroup Company

2006 2005 2006 2005RM'000 RM'000 RM'000 RM'000

Other receivables 8,837 6,878 144 10Deposits 2,184 2,150 6 6Prepayments 935 896 - -Amounts due from subsidiary companies - - 37 38 Amount due from penultimate holding company - 1,479,122 - 1,479,122Amounts due from related companies 10,970 10,970 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––22,926 1,500,016 187 1,479,176

Provision for doubtful debts (444) (444) - -–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

22,482 1,499,572 187 1,479,176============== ============== ============== ==============

Included in other receivables of the Group are secured staff housing loans amounting to RM9,000 (2005 : RM8,000) and a securedstaff housing loan granted to an executive director of a subsidiary company of RM34,000 (2005 : RM59,000) which bear interest at4.0% (2005 : 4.0%) per annum, and an amount of RM1,611,000 (2005 : RM1,820,000) receivable from the Malaysian MotorInsurance Pool.

The amount due from penultimate holding company was partly secured against quoted investments belonging to relatedcompanies, bear interest at average rate of 5.93% (2005 : 5.93%) per annum, which is 2.23% (2005 : 2.23%) above average oneyear fixed deposit rate of a major commercial licensed bank. The amount was fully settled during the financial year.

The amounts due from related companies are unsecured, have no fixed terms of repayment and bear interest at 11% (2005 : 11%)per annum.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors,other than the amounts due from the related companies.

13 MARKETABLE SECURITIES AND SHORT TERM INVESTMENTSGroup

2006 2005RM’000 RM’000

Marketable SecuritiesQuoted shares in Malaysia, at cost 67,417 63,347

Provision for diminution in value (10,000) (15,065)–––––––––––––––– ––––––––––––––––

57,417 48,282Short term investmentsMalaysian government securities, at cost 10,298 -

Unquoted corporate bond in Malaysia, at cost 4,942 - –––––––––––––––– ––––––––––––––––

15,240 - –––––––––––––––– ––––––––––––––––

72,657 48,282============== ==============

Quoted shares in Malaysia at market value 58,006 49,577Malaysian government securities, at market value 10,432 -

============== ==============

As at 30 April 2006, marketable securities costing RM19,533,000 (2005 : RM18,600,000) are pledged to financial institutions forcredit facilities granted to certain subsidiary companies (Note 17).



14 CASH AND BANK BALANCES

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Cash in hand and at bank 20,432 17,625 32 14 Deposits with :

Licensed banks 116,726 127,449 83 - Licensed finance companies 47,765 84,949 - -Other financial institutions 6,000 16,000 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––190,923 246,023 115 14

============== ============== ============== ==============

Included in cash in hand and at bank and deposits of the Group are clients' monies and remisiers' deposits held in trust ofRM17,236,000 (2005 : RM16,488,000) and RM12,265,000 (2005 : RM13,234,000) respectively.

The deposits included a total sum of RM146,452,000 (2005 : RM178,199,000) being placements made by the insurance subsidiary.The use of these deposits are restricted in order to maintain the liquidity requirements set by BNM.

The weighted average effective interest rates per annum of deposits as at 30 April 2006 were as follows :

Group Company2006 2005 2006 2005

% % % %

Licensed banks 3.1 3.1 2.3 -Licensed finance companies 3.1 3.0 - -Other financial institutions * 3.2 2.7 - -

The average maturities of deposits as at 30 April 2006 were as follows :

Group Company2006 2005 2006 2005Days Days Days Days

Licensed banks 90 148 32 - Licensed finance companies 96 160 - -Other financial institutions * 3 4 - -

* Other financial institutions are discount houses.

15 TRADE PAYABLES

The trade credit terms for non-margin clients and brokers are 3 market days in accordance with the Bursa Malaysia SecuritiesBerhad FDSS trading rules. The credit terms for other trade payables are assessed on a case-by-case basis.


16 OTHER PAYABLES

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Other payables 30,890 31,027 696 24Accruals 7,655 8,883 368 849Amounts due to related companies 23,446 20,484 23,446 17,197Hire purchase payables 75 32 111 32

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––62,066 60,426 24,621 18,102

============== ============== ============== ==============

Included in other payables of the Group are remisiers' deposits, dealers incentive and cash collateral for bond policies. Remisiers'deposits of RM11,459,000 (2005 : RM11,806,000) bear interest at rates ranging from 2.70% to 3.70% (2005 : 2.75% to 3.00%) perannum.

Included in other payables of the Group is RM366,000 (2005 : RM Nil) due to companies in which a substantial shareholder of theultimate holding company has interest.

The amount due to related companies are unsecured, bear interest at rates ranging from 1.5% to 6.8% (2005 : 1.3% to 6.8%) perannum and has no fixed terms of repayment.

The hire purchase payable bear interests of 5.8% (2005 : 4.4%) per annum.

17 BORROWINGS

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Short term borrowingsUnsecuredBank overdrafts 19,975 14,292 - -Revolving credits 300 1,200 - -

SecuredBank overdrafts 29,173 22,189 19,058 19,338Revolving credits 21,971 38,895 13,571 9,295Short term loans - 34,641 - -

Block discounting payables 32,911 31,973 - -Unexpired interest (4,097) (4,718) - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––28,814 27,255 - -

Repayable after 1 year and included in long term borrowings (20,287) (19,913) - -

8,527 7,342 - -–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

79,946 118,559 32,629 28,633–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––



17 BORROWINGS (CONT’D)Group Company

2006 2005 2006 2005RM'000 RM'000 RM'000 RM'000

Long term borrowingsUnsecuredRevolving credits 1,000 1,000 - -

SecuredBlock discounting payables 22,357 22,609 - - Unexpired interest (2,070) (2,696) - -

20,287 19,913 - - Revolving credits 81,051 101,025 44,751 59,375

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––102,338 121,938 44,751 59,375

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––Total borrowingsBank overdrafts 49,148 36,481 19,058 19,338Revolving credits 104,322 142,120 58,322 68,670Term loans - 34,641 - -Block discounting payables 28,814 27,255 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––182,284 240,497 77,380 88,008

============== ============== ============== ==============

Maturity of long term block discounting payables are as follows :

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

More than 1 year but not later than 2 years 8,261 5,884 - -More than 2 years but not later than 5 years 12,026 14,029 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––20,287 19,913 - -

============== ============== ============== ==============

Bank overdrafts and revolving credits of the Group and of the Company are secured by way of pledge of quoted shares of subsidiarycompanies (Notes 6 and 13) and related companies and corporate guarantee of the Company. Revolving credits are also securedby assignment of rights under the leasing and hire purchase agreements, pledge of investment properties (Note 7), pledge of quotedinvestments and landed property of related companies and corporate guarantee by the Company and penultimate holdingcompany.

Revolving credits which are to be repaid within the next twelve months but are expected to be rolled over are treated as long termborrowings.

Block discounting facilities are secured by way of corporate guarantee of the Company and assignment of the rights under leasingand hire purchase agreements.

The weighted average effective interest rates per annum as at 30 April 2006 for borrowings were as follows :

Group Company2006 2005 2006 2005

% % % %

Bank overdrafts 8.47 8.38 8.47 8.35Revolving credits 6.74 7.36 6.74 6.99Term loans - 6.78 - - Block discounting payables 4.17 3.70 - -


18 PROVISION FOR OUTSTANDING CLAIMSGroup

2006 2005RM’000 RM’000

At 1 May 164,686 150,936Increase during the year 27,365 13,750

–––––––––––––––– ––––––––––––––––At 30 April 192,051 164,686

============== ==============

19 SHARE CAPITAL

Group and CompanyNumber of Ordinary

Shares of RM1.00 each Amount2006 2005 2006 2005'000 '000 RM'000 RM'000

Authorised 1,000,000 1,000,000 1,000,000 1,000,000============== ============== ============== ==============

Issued and fully paidAt 1 May 567,850 567,850 567,850 567,850- Issue of bonus shares 794,990 - 794,990 - - Capital repayment and consolidation (1,226,556) - (1,226,556) -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––At 30 April 136,284 567,850 136,284 567,850

============== ============== ============== ==============

20 RESERVES

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Non-distributable :Share premium 678 678 678 678Share issuing expenses (82) - (82) -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––596 678 596 678

Capital reserve 33,669 33,669 - - –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

At 30 April 34,265 34,347 596 678============== ============== ============== ==============

Capital reserves comprise amounts capitalised for bonus issue by subsidiary companies.

21 RETAINED EARNINGS / (ACCUMULATED LOSS)

As at 30 April 2006, the Company has tax credit under Section 108 of the Income Tax Act, 1967 amounting to approximatelyRM79,295,000 (2005 : RM87,971,000) and tax exempt account balance under the Income Tax (Amendment) Act, 1999 ofapproximately RM65,653,000 (2005 : RM65,653,000), subject to the agreement of the Inland Revenue Board.



22 LONG TERM LIABILITIES

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Amounts due to subsidiary and related companies 20,761 17,870 492,728 606,950

Hire purchase payables 82 37 138 37 –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

20,843 17,907 492,866 606,987============== ============== ============== ==============

The amounts due to subsidiary companies of the Company bear interest at rates ranging from 4% to 11.0% (2005 : 5.7% to 11.0%)per annum are partly secured against quoted investments belonging to related companies and have no fixed terms of repayment.

23 INSURANCE RESERVESGroup

2006 2005RM’000 RM’000

Unearned premium reserveAt 1 May 70,469 66,743Increase during the year 15,336 3,726

–––––––––––––––– ––––––––––––––––At 30 April 85,805 70,469

============== ==============

24 REVENUE AND COST OF SALES

Revenue of the Group and Company analysed into significant categories are as follows :

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Gross brokerage 26,608 24,793 - - Underwriting commissions 1,067 892 - - Margin interest income 8,626 8,712 - -Premium from underwriting of general insurance 251,547 209,463 - - Interest income from hire purchase, lease and loan financing 9,141 10,577 - -Dividend income - - 248,697 25,472Management fee - - 360 360Rollover charges 2,521 2,399 - -Nominees and contra service charges 205 383 - - Rental and other income 1,723 - - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––301,438 257,219 249,057 25,832

============== ============== ============== ==============

Cost of sales for the Group represents reinsurance premiums, insurance net claims incurred and agents' commission, stockbrokingremisiers' commission and shares transaction direct costs and borrowing interest expenses for hire purchase, lease and loanfinancing.

Interest expense included in cost of sales amounts to RM7,524,000 (2005 : RM6,998,000).


25 PROFIT FROM OPERATIONS

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Profit from operations is stated after charging :

Auditors' remuneration- audit fee

- current year 215 200 20 20- (over) / underprovision in prior year (1) 5 - -

- fee for other services 4 4 4 4 Depreciation of property, plant and equipment 4,736 4,307 137 82Directors' remuneration

- fees 49 44 37 30- bonus 412 184 34 10- salaries and emoluments 3,131 3,599 132 94

Management fees paid to penultimate holding company 240 240 240 240Staff costs (excluding Directors) (Note 26) 28,993 24,796 1,289 1,399Rental of equipment 1,388 1,011 - -Rental of land and buildings 2,019 1,502 - -Provision for doubtful debts 2,871 - - -Property, plant and equipment written off - 27 - -Provision for diminution in value of marketable securities - 565 - -Bad debts written off 502 - - -Impairment in value of general

insurance subsidiary's investments 1,410 4,569 - - ============== ============== ============== ==============

and crediting :

Gross dividends from quoted investments in Malaysia 22,631 8,282 - -Rental income 555 478 - - Gain on disposal of property, plant and equipment 232 120 8 20Reversal of provision for doubtful debts 700 2,607 - -Reversal of provision for diminution

in value of marketable securities 4,000 - - -Interest income earned by general insurance subsidiary 9,129 8,856 - -Gain on disposal of marketable securities 3,391 2,369 - -Gain on disposal of other

investments of general insurance subsidiary 6,939 7,006 - - Bad debts recovered 348 410 - -

============== ============== ============== ==============

The estimated monetary value of benefits-in-kind received by the Directors were RM115,000 (2005 : RM111,000) for the Groupand RM8,000 (2005 : RM8,000) for the Company.



25 PROFIT FROM OPERATIONS (CONT’D)

(a) Directors' Remuneration

The aggregate Directors' remuneration paid or payable to all Directors of the Company by the Group and the Companycategorised into appropriate components are as follows :

Salariesand other Benefits-

Fees emoluments Bonus in-kind TotalRM'000 RM'000 RM'000 RM'000 RM'000

2006Executive - 166 38 - 204Non-Executive 37 762 100 22 921 *

–––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––37 928 138 22 1,125

============== ============== ============== ============== ==============

2005Executive - 141 14 - 155Non-Executive 30 712 121 21 884 *

–––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––30 853 135 21 1,039

============== ============== ============== ============== ==============

* This includes the aggregate remuneration of an Executive Director of a subsidiary who is a Non-Executive Director in theCompany.

26 STAFF COSTS

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Wages, salaries and other allowances 22,393 18,064 1,006 933Social security costs and employees insurance 348 557 22 200Bonuses 3,754 3,099 127 118Pension costs

- defined contribution plans 2,429 2,832 135 140Provision for short term compensated absences 69 244 (1) 8

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––28,993 24,796 1,289 1,399

============== ============== ============== ==============

27 INVESTMENT RELATED INCOMEGroup

2006 2005RM’000 RM’000

Dividend income from other investments 15,712 2,855Gain on disposal of other investments 7,059 4,128Gain on disposal of stockbroking licence 30,000 -

–––––––––––––––– ––––––––––––––––52,771 6,983

============== ==============


28 INVESTMENT RELATED EXPENSES

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Impairment in value of goodwill in subsidiary companies 43,933 - - -

Write down in value of quoted investments - 5,984 - -Impairment in value of quoted investments 97,482 10,948 72,755 4,448Write back of impairment loss on investment property - (8,700) - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––141,415 8,232 72,755 4,448

============== ============== ============== ==============

29 INTEREST INCOME

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Interest income- advances to penultimate holding company 34,864 70,411 34,864 70,411- fixed and other deposits 867 918 120 7- unquoted loan stocks 70 98 - -- others 5 3 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––35,806 71,430 34,984 70,418

============== ============== ============== ==============

30 FINANCE COSTS

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Interest expenses- advances from subsidiary companies - - 27,627 28,940- advances from related companies 1,035 793 966 671- on borrowings 7,127 10,662 6,121 7,448 - waiver of interest from borrowings (3,736) - - -- hire purchase 6 6 14 6

Other finance charges 739 844 453 26–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

5,171 12,305 35,181 37,091============== ============== ============== ==============



31 TAXATIONGroup Company

2006 2005 2006 2005RM'000 RM'000 RM'000 RM'000

Taxation- current year 31,948 27,642 68,857 15,622- under / (over) provision in prior years 710 (113) - (4)

32,658 27,529 68,857 15,618

Deferred tax assets (Note 8)- relating to origination and reversal of temporary differences 450 (440) - - - underprovision in prior year 95 157 - -

545 (283) - -–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––

Taxation - group / company 33,203 27,246 68,857 15,618Share of tax of associated company (25) 58 - -

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––33,178 27,304 68,857 15,618

============== ============== ============== ==============

A reconciliation of income tax expense applicable to (loss)/profit before taxation at the statutory income tax rate to income taxexpense at the effective income tax rate of the Group and of the Company are as follows :

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

(Loss) / Profit before taxation (47) 93,911 171,258 50,743============== ============== ============== ==============

Taxation at Malaysian statutory tax rate of 28% (2005 : 28%) (13) 26,295 47,952 14,208

Income not subject to tax (9,062) (4,925) (2) - Tax effect of income subject to 20% tax rate (22) (23) - -Expenses not deductible for tax purposes 41,710 7,505 20,907 1,412Effect on utilisation of previously unrecognised

tax losses and unabsorbed capital allowances (823) (2) - -Deferred tax assets not recognised during the year 784 258 - 2Effect on reversal of previously

unrecognised deferred tax assets 4 (1,483) - -Under provision of deferred tax in prior year 95 157 - -Effects of different tax rate

in respect of overseas inward reinsurance (205) (365) - -Under / (over) provision of tax expense in prior years 710 (113) - (4)

–––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––Tax expense for the year 33,178 27,304 68,857 15,618

============== ============== ============== ==============Tax savings during the financial year arising from :

Group2006 2005

RM’000 RM’000

Utilisation of tax losses brought forward from previous years 823 2============== ==============


32 (LOSS) / EARNINGS PER SHARE

The (loss)/earnings per share is calculated by dividing the net (loss)/profit for the year by the weighted average number of ordinaryshares in issue as follows :

Group2006 2005

Net (loss)/profit for the year (RM'000) (39,436) 64,070============== ==============

Weighted average number of shares outstanding ('000) 136,284 136,284============== ==============

Basic (loss)/earnings per share (sen) (28.94) 47.01============== ==============

The basic earnings per share for the previous year was adjusted for the effect of the Company's 7 : 5 bonus issue and subsequentconsolidation of 10 ordinary shares of RM0.10 each to 1 ordinary share of RM1.00 each (after the capital repayment of RM0.90 pershare) on the weighted average number of shares outstanding.

33 NET DIVIDEND PER SHAREGroup and Company

2006 2005Dividend Amount of Dividend Amount ofper share dividend per share dividendnet of tax net of tax net of tax net of tax

sen RM'000 sen RM'000

Special dividend-in-specie of RM2.20 per share (less tax of 28%) 158.40 215,874 - -

============== ============== ============== ==============

34 FINANCIAL INSTRUMENTS

a) Financial risk management objectives and policies

The financial risk management policies of the Company and its subsidiaries (the Group) seek to ensure that adequate financialresources are available for the development of the Group's businesses whilst managing its currency, interest rate, market, creditand liquidity risks. The Group operates within clearly defined guidelines and the Group's policy is not to engage in speculativetransactions.

b) Currency risk

The Group has minimal exposure to currency risk as the Group's functional and reporting currencies are both in RinggitMalaysia, except for some clients' accounts that are maintained in foreign currencies of which the amounts are insignificant.

c) Interest rate risk

The Group's primary interest rate risk relates to interest bearing assets and interest bearing borrowings.

The interest bearing assets consist of deposits with licensed financial institutions, staff loan and interest bearing receivables.

The Group manages the interest rate risk of its deposits with licensed financial institutions by placing them at the mostcompetitive interest rates obtainable, which yield better returns than cash at bank and by maintaining a prudent mix of shortand longer term deposits and actively reviewing its portfolio of deposits. The Group also ensures that the rates contracted forits interest bearing receivables are reflective of prevailing market rates.



34 FINANCIAL INSTRUMENTS (CONT’D)

c) Interest rate risk (cont’d)

The Group manages its interest rate risk exposure from interest bearing borrowings by maintaining a mix of fixed and floatingrate borrowings.

The Group's policy is also to ensure that interest rates for inter-company borrowings and lendings within the Group arecompetitive and reflective of prevailing market rates, other than certain long term financing within the Group, which is assessedon a case-by-case basis. Interest rates for borrowings from other related companies are reflective of the cost of funds of thelending company.

d) Market risk

The Group's principal exposure to market risk arises mainly from the changes in the prices of investments quoted on the BursaMalaysia Securities Berhad.

The risk of loss in value of the Group's marketable securities, short term investments and other investments is minimised viaproper assessment before making investments and continuous monitoring of the performance of the investments. Marketablesecurities and short term investments classified as current assets are available for sale and the Group manages their disposalto optimise returns on realisation. Changes in market value of long term investments held for strategic reasons do not affectthe book value of the investments except where there is indication of permanent diminution.

Investments in equities, bonds and unit trusts made by the insurance subsidiary are all subjected to approval by the InvestmentCommittee.

Changes in prices of shares may also reflect the value of equity collateral held for certain trade receivables, and the Groupminimises such risks by enforcing effective credit risk policies stated in (e) below.

The Group does not use derivative financial instruments to manage equity risks.

e) Credit risk

Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approval limits, monitoringprocedures and assessment of collateral values. A credit approval authority limit structure is in place for all lending activities ofthe Group. Receivables are monitored on an ongoing basis via management reporting procedures.

Trade receivables from the two largest margin clients comprise approximately 36% (2005 : 23%) of the total trade receivables.

Other than the above, and amounts due from related companies, the Group does not have any significant exposures to anyindividual customer or counterparty nor does it have any major concentration of credit risk related to any financial instrument.

f) Liquidity risk

The Group actively manages its operating cash flows and the availability of fundings so as to ensure that all repayment andfunding needs are met. As part of its liquidity management, the Group maintains sufficient levels of cash and cash equivalentsto meet its working capital requirements. Any temporary excess funds from operating cash cycles are invested in deposits asand when available with financial institutions.



g) Fair values

The aggregate net fair values of financial assets and financial liabilities which are not carried at fair value on the balance sheetsof the Group and of the Company as at the end of the financial year are represented as follows :

Group CompanyCarrying Carrying

Note amount Fair value amount Fair valueRM'000 RM'000 RM'000 RM'000

Financial assetsAt 30 April 2006 :

Investment in quoted securities 6 222,983 283,342 17,438 17,438Investment in unquoted shares- others 6 2,053 ** - - Malaysian Government quoted securities 6, 13 62,652 62,908 - - Khazanah bonds 6 4,500 4,549 - - Unquoted corporate bonds 6, 13 44,593 45,180 - -Long term leasing and

hire purchase receivables 9 40,705 40,761 - -Marketable securities 13 57,417 58,006 - -

============== ============== ============== ==============

At 30 April 2005 : Investment in quoted securities 6 225,852 233,500 2,966 2,966Investment in unquoted shares- others 6 2,052 ** - -Malaysian Government quaoted securities 6, 13 32,528 33,718 - -Khazanah bonds 6 4,293 4,468 - -Unquoted corporate bonds 6, 13 26,090 27,392 - -Long term leasing and

hire purchase receivables 9 24,625 23,344 - - Marketable securities 13 48,282 49,577 - -

============== ============== ============== ==============

Financial liabilitiesAt 30 April 2006 :Block discounting payables after 1 year 17 20,287 20,132 - -

============== ============== ============== ==============

At 30 April 2005 :Block discounting payables after 1 year 17 19,913 22,204 - -

============== ============== ============== ==============

** It is not practical to estimate the fair values of the unquoted shares because of the non-availability of a market price and theinability to estimate fair value without incurring excessive costs.




g) Fair values (cont’d)

The notional amount and net fair value of financial instrument not recognised in the balance sheet of the Group as at the endof the financial year is :

GroupNote Notional amount Fair value

RM'000 RM'000At 30 April 2006Contingent liabilities 37 2,204 #

============== ==============At 30 April 2005Contingent liabilities 37 2,145 #

============== ==============

# It is not practical to estimate the fair value of contingent liabilities reliably due to the uncertainties of timing, costs andeventual outcome.

The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:

i) Cash and cash equivalents, trade and other receivables / payables and short term borrowings

The carrying amounts approximate fair values due to the relatively short term maturity of the financial instruments.

It is not practical to estimate the fair values of amounts due from / due to related companies, principally due to lack of fixedrepayment term entered by the parties involved and without incurring excessive costs. However, the Group does notanticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that wouldeventually be received or settled.

ii) Marketable securities, short term investments and other investments

The fair value of quoted shares, warrants and loan stocks of corporations are determined by reference to stock exchangequoted market bid prices at the close of business on the balance sheet date.

The fair value of units in the quoted unit trust fund are determined by reference to market quotation by the manager of theunit trust fund. Fair values of unquoted corporate bonds, Malaysian government securities, Cagamas and Khazanah bondsare indicative values obtained from the secondary market.

iii) Hire purchase and lease receivables

The fair value of hire purchase and lease receivables is estimated by discounting the expected future cash flows using thecurrent average yield from lending activities with similar risk profiles.

iv) Borrowings

The carrying value of long term borrowings which bear floating interest rates are expected to approximate fair value andwould not be significantly different from the values that would eventually be settled.

The fair value of block discounting payables is estimated by discounting the expected future cash flows using the currentinterest rates for liabilities with similar risk profiles.


35 SEGMENT INFORMATION

30 April 2006Group

Stock andfuturesbroking Hire purchase,

and related General lease and loanservices insurance financing Others * Intersegment TotalRM'000 RM'000 RM'000 RM'000 RM'000 RM'000

RevenueExternal sales 39,463 251,547 9,141 1,287 - 301,438Inter-segment sales - - 9,913 - (9,913) -

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Total revenue 39,463 251,547 19,054 1,287 (9,913) 301,438

===================================================================================================================================================================ResultSegment results 28,869 36,835 8,625 (624) (9,913) 63,792Unallocated corporate

expense (5,680)–––––––––––––––

Profit from operations 58,112Investment related income 52,771Investment related expenses (141,415)Interest income 35,806Finance costs (5,171)Share of results of

associated company (150)–––––––––––––––

Loss before taxation (47)Taxation (33,178)

–––––––––––––––Loss after taxation (33,225)Minority interests (6,211)

–––––––––––––––Net loss for the year (39,436)

========================

AssetsSegment assets 325,454 486,488 226,979 55,100 (119,133) 974,888 Investment in equity method

of associated company 654Unallocated corporate

assets 67,870–––––––––––––––

Consolidated total assets 1,043,412========================

LiabilitiesSegment liabilities 105,948 306,771 22,940 380 (152) 435,887Unallocated corporate

liabilities 218,329–––––––––––––––

Consolidated total liabilities 654,216========================



35 SEGMENT INFORMATION (CONT’D)

30 April 2006Group (cont’d)

Stock andfutures broking Hire purchase,


Other informationCapital expenditure 763 2,170 74 - - 3,007- unallocated

corporate expenditure 400

3,407

Depreciation 597 2,171 173 - - 2,941- unallocated corporate

expense 1,795

4,736

Provision for impairment losses - - 19,727 - - 19,727

- unallocated corporate expense 121,688

141,415

Other non-cash items (1,556) 710 581 - - (265)

30 April 2005Group



RevenueExternal sales 37,179 209,463 10,577 - - 257,219Inter-segment sales - - 9,566 - (9,566) -

––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––Total revenue 37,179 209,463 20,143 - (9,566) 257,219

===================================================================================================================================================================ResultSegment results 15,075 23,820 12,895 (1,414) (9,566) 40,810Unallocated corporate expense (5,157)

–––––––––––––––Profit from operations 35,653Investment related income 6,983Investment related expenses (8,232)Interest income 71,430Finance costs (12,305)Share of results of

associated company 382–––––––––––––––

Profit before taxation 93,911Taxation (27,304)

–––––––––––––––Profit after taxation 66,607Minority interests (2,537)

–––––––––––––––Net profit for the year 64,070

========================


35 SEGMENT INFORMATION (CONT’D)

30 April 2005Group (cont’d)



AssetsSegment assets 355,688 444,088 240,098 55,101 (108,549) 986,426Investment in equity method

of associated company 826Amount due from

ultimate holding company 1,479,122Unallocated corporate assets 58,616

–––––––––––––––Consolidated total assets 2,524,990

========================

LiabilitiesSegment liabilities 78,379 260,798 23,068 12 (9) 362,248Unallocated

corporate liabilities 281,223–––––––––––––––

Consolidated total liabilities 643,471========================

Other informationCapital expenditure 1,394 2,393 32 - - 3,819- unallocated

corporate expenditure 242

4,061

Depreciation 2,019 2,020 184 - - 4,223- unallocated corporate expense 84

4,307

(Write back) / provision for impairment losses (8,700) - 5,984 3,500 - 784

- unallocated corporate expense 7,448

8,232

Other non-cash items (1,472) 4,596 (980) - - 2,144

The Directors are of the opinion that all inter-segment transaction have been entered into in the normal course of business and havebeen established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

* Other business segments include property investment and other inactive companies, none of which are of a significant size to bereported separately.

Unallocated corporate items refer to items relating to investing or financing activities and items that cannot be reasonably allocatedto individual segments.

No segmental information is provided on a geographical basis as the Group's activities are conducted solely in Malaysia.



36 COMMITMENTS

Group2006 2005

RM’000 RM’000

Rental receivable for office premises 9,575 - ============== ==============

Rental payable for office premises 1,002 2,145============== ==============

The total of future minimum lease payments under non-cancellable operating leases to each of the following periods are :

Non-Cancellable Operating Lease CommitmentsGroup

2006 2005RM’000 RM’000

Future minimum rentals receivable :Not later than 1 year 3,830 - Later than 1 year but not later than 5 years 5,745 -

–––––––––––––––– ––––––––––––––––9,575 -

============== ==============Future minimum rentals payable :Not later than 1 year 906 1,287Later than 1 year but not later than 5 years 96 858

–––––––––––––––– ––––––––––––––––1,002 2,145

============== ==============

Both the lease receivable and payable are negotiated and fixed for term of 3 years.

37 CONTINGENT LIABILITIES

Group Company2006 2005 2006 2005

RM'000 RM'000 RM'000 RM'000

Contingent LiabilitiesUnsecuredClaims for alleged mismanagement

of the client's and remisier's accounts * 2,204 2,145 - - Guarantees given to financial institutions

for credit facilities granted to subsidiary companies - - 71,225 120,477============== ============== ============== ==============

* Based on legal opinions obtained, the Directors are of the opinion that the above claims are unlikely to succeed and accordinglyno provision had been made in the financial statements.


38 SIGNIFICANT RELATED PARTY TRANSACTIONSGroup Company

2006 2005 2006 2005RM'000 RM'000 RM'000 RM'000

Interest income from - Berjaya Group Berhad - (b) 34,864 70,411 34,864 70,411Interest expenses to- Prime Credit Leasing Sdn Bhd - (a) - - (9,913) (9,566)- Inter-Pacific Capital Sdn Bhd - (a) - - (17,610) (19,175)Hire purchase and leasing receivables from- Berjaya Air Sdn Bhd - (c) 20,774 13,891 - -- Berjaya HVN Sdn Bhd - (c) 3,302 3,302 - -- Berjaya Redang Beach Resort Sdn Bhd - (c) 3,621 3,660 - -- The Catalog Shop Sdn Bhd - (c) - 1,132 - -- Noble Circle (M) Sdn Bhd - (c) - 963 - -- Berjaya Roasters (M) Sdn Bhd - (c) 366 566 - - - Singer (Malaysia) Sdn Bhd - (c) - 889 - -- United Approach Sdn Bhd - (c) - 685 - -- Dunham-Bush Industries Sdn Bhd - (c) 1,724 2,371 - -- BerjayaCity Sdn Bhd - (c) 886 855 - -- Country Farms Sdn Bhd - (c) 1,207 779 - - - Berjaya Times Square Sdn Bhd - (e) 13,984 12,735 - - - Berjaya Hills Berhad (formerly

known as Bukit Tinggi Resort Bhd) - (c) 15,376 15,504 - - - MiTV Corporation Sdn Bhd - (d) 10,236 24,018 - -Repayment of advances from- Berjaya Group Berhad - (b) 1,511,578 27,042 1,511,578 27,042Repayment of advances to - Inter-Pacific Capital Sdn Bhd - (a) - - (174,662) (241)Property management service fees charged by- Aras Klasik Sdn Bhd - (c) (780) (787) - -Purchase of motor vehicles, component

parts and other related products and services- Quasar Carriage Sdn Bhd - (c) (609) (587) (378) - Rental and service charges payable to- Nada Embun Sdn Bhd - (c) (1,287) (1,287) - -Rental and service charges receivable from- Nada Embun Sdn Bhd - (c) 1,287 - - -Service charges and sinking fund contribution payable to- Berjaya TS Management Sdn Bhd - (e) (1,464) (1,245) - -

============== ============== ============== ==============

The nature of the related party relationships are as follows :(a) subsidiary company(b) penultimate holding company(c) related company(d) company in which a substantial shareholder of the Company, Tan Sri Dato' Seri Vincent Tan Chee Yioun (“Tan Sri Vincent

Tan”), has interest(e) company in which Tan Sri Vincent Tan and Tan Sri Dato' Tan Chee Sing, a Director of the Company, have interests.

The outstanding balances with subsidiary and related companies have been disclosed under Notes 12,16 and 22 to the financialstatements.

All other significant related party transactions have been disclosed under Notes 25, 29 and 30 to the financial statements and inthe cash flow statements.

The Directors' remuneration are disclosed under Note 25.

The transactions were undertaken at mutually agreed terms, and the hire purchase and leasing transactions have been enteredinto in the normal course of business and have been established on terms and conditions that were not materially different fromthose obtainable in transactions with unrelated party in the normal course of business.



39 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

a) On 23 December 2005, the Company distributed 794,990,303 new ordinary shares of RM1.00 each pursuant to the bonus issueof 7 new shares for every 5 existing shares held which resulted in the Company's share capital comprising 567,850,217 ordinaryshares of RM1.00 each increasing to 1,362,840,520 ordinary shares of RM1.00 each. The Company concurrently carried out aRM0.90 capital distribution per ordinary share to its entitled shareholders satisfied via RM0.15 in cash amounting to RM204.4million and the balance of RM0.75 via the distribution of 2.596 billion BCorp ICULS of RM0.50 nominal value each receivedfrom the inter-company settlement by BGB. As a result, the share capital of the Company was reduced from RM1,362,840,520to RM136,284,052 comprising 1,362,840,250 ordinary shares of RM0.10 each. Ten ordinary shares of the Company of RM0.10each were then consolidated into one ordinary share of RM1.00 each.

b) Also on 23 December 2005, the Company paid a special dividend-in-specie in respect of the financial year ended 30 April 2006,of 220% on 136,284,052 ordinary shares, less income tax of 28% amounting to RM215,873,938 through the distribution of548,319,803 BCorp ICULS of RM0.50 nominal value each received from the intercompany settlement by BGB.

c) On 7 November 2005, Eng Equities Sdn. Bhd. (formerly known as Eng Securities Sdn. Bhd.) (“Eng Equities”) entered into anAcquisition and Merger Agreement to dispose of its dealer's licence to Malaysian Industrial Development Finance Berhad for acash consideration of RM30 million. Pursuant to the Vesting Order of the High Court of Malaya dated 14 February 2006, thebusiness of Eng Equities was transferred and vested to a fellow subsidiary, Inter-Pacific Securities Sdn Bhd (“IPS”) with effectfrom 11 March 2006, which was also the completion date for the disposal of the dealer's licence. Consequently, the businessof Eng Equities is now conducted as a Branch Office of IPS in Johor Bahru.

40 COMPARATIVE FIGURES

Certain comparative figures have been restated to reflect a fairer classification and categorisation based on the nature of items.

GroupAs

previously Arising from Asreported reclassfications restatedRM'000 RM'000 RM'000

(i) Income statement

- Other operating income 19,451 10,881 30,332- Administrative and other operating expenses (49,750) (10,881) (60,631)

============== ============== ==============

(ii) Other payables (Note 16)- Amount due to related companies 38,354 (17,870) 20,484

Long term liabilities (Note 22)- Amount due to subsidiary and related companies - 17,870 17,870

============== ============== ==============

material contractsOther than as disclosed in Notes 11, 25, 36 and 38 to the financial statements for the financial year ended 30 April 2006, there were nomaterial contracts entered into by Berjaya Capital Berhad and its subsidiaries, involving Directors and major shareholders.

additional informationThe total amount of non-audit fees incurred by the Group for the financial year ended 30 April 2006 amounted to RM4,000 (2005 :RM4,000).


list of propertiesas at 30 April 2006

Location Tenure Date of Age of Size Description/ Net BookAcquisition Building Existing use Value

(Years) RM’000

Menara BGI, Plaza Berjaya, Jalan Imbi, Kuala Lumpur :– 18th, 19th & 20th floor Freehold 8/92 19 24,038 sf Office premises 7,722– 16th & 17th floor Freehold 10/95 19 16,114 sf Office premises 5,154– 15th floor Freehold 11/97 19 8,057 sf Office premises 2,487– 13th & 14th floor Freehold 11/97 19 13,152 sf Office premises for rental 5,787

No. 37 Jalan Hussein Freehold 05/02 28 2,396 sf 41⁄2-storey office premises 41430250 Ipoh, Perak Darul Ridzuan

No. 33 Jalan Permas 10 Freehold 08/02 4 1,920 sf 4-storey office premises 777Bandar Baru Permas JayaJohor Bahru, Johor Darul Takzim

Lot 128 & 129, Freehold 2/97 8 5,270 sf Shoplot for rental 1,620Sri Dagangan Kuantan Business Centre,Jalan Tun Ismail, Kuantan,Pahang Darul Makmur

No. C16-1, C16-M, C16-2 to C16-4 Leasehold 06/03 20 17,002 sf 41⁄2-storey shopoffice 3,000& C17-1, C17-M, C17-2 to C17-4 - expiring on for rentalAmpang Boulevard, 07.05.2083Jalan Ampang Utama 1/1, AmpangSelangor Darul Ehsan

No. 307, 307A & 307B Leasehold 2/8/04 22 1,600 sf 3-storey office premises 466Jalan Melaka Raya 1, - expiring onTaman Melaka Raya, 75000 Melaka 04.10.2082

40 Jalan 10/32 Leasehold 25/11/94 13 2,800 sf 2-storey light industrial 255Taman Jinjang Baru - expiring on buildingKuala Lumpur 16.09.2086 - Archive centre

7-0-8 Block B, Danau Business Centre Leasehold 01/10/96 10 5,500 sf 4-storey shophouse 968Jalan 3/1097, Taman Danau Desa - expiring in - Disaster recovery/Electronic58100 Kuala Lumpur 2083 Access facility centres

No.56 Cantonment Square Freehold 27/12/04 16 5,906 sf 3-unit office lot 659Cantonment Road, Pulau Tikus - Archive & disasterPulau Pinang recovery facility centre

12-01, Berjaya Times Square Freehold 11/09/96 3 101,686 sf Commercial office 49,197No.1 Jalan Imbi, 55100 Kuala Lumpur premises

No.14-0-7, Ground Floor, Villa Putera Leasehold 05/08/99 12 1,216 sf Apartment for rental 300City Gardens Condominium - expiring onPersiaran Raja Chulan 01.01.207950200 Kuala Lumpur

Suite 804, 806, 808, 810 Freehold 30/11/93 29 3,257 sf Archive centre 6358th floor Merlin Tower, Jalan Meldrum80000 Johor Bahru, Johor Darul Takzim

Suite 1001 – 1005 & 1010 Freehold 01/01/90 29 5,341 sf Disaster recovery 1,09010th floor Merlin Tower, Jalan Meldrum facility centre80000 Johor Bahru, Johor Darul Takzim

95, Jalan Tun Abdul Razak Freehold 05/08/96 Building: Land: Land with 51⁄2-storey 9,93080000 Johor Bahru 19 21,964 sf office premisesJohor Darul Takzim Building:

38,615 sf

REVALUATION POLICYThe Group does not adopt a policy of regular revaluation of its landed properties. All landed properties are stated at cost lessaccumulated depreciation and impairment losses (if applicable).


recurrent related partytransactions of revenuenatureThe aggregate value of transactions conducted pursuant to shareholders' mandate were as follows :

Amount transactedduring the financial

Related parties Nature of transaction Name of companies year (RM'000)

Berjaya Corporation Berhad and its unlisted subsidiary companies

Berjaya Registration Services Receipt of share registration Berjaya Capital Berhad 450Sdn Bhd and printing to mailing services Inter-Pacific Securities Sdn Bhd

Eng Equities Sdn Bhd (formerly known as Eng Securities Sdn Bhd)

Berjaya Group Berhad Management fees payable for Berjaya Capital Berhad 240Berjaya Corporation Berhad services rendered that include,

inter-alia, the provision of finance, secretarial and general administrative services

Berjaya Education Sdn Bhd Receipt of education and Berjaya Capital Berhad 7 staff training Inter-Pacific Securities Sdn Bhd

Roasters Asia Pacific (M) Sdn Bhd Rental income for renting of Berjaya General Insurance Berhad 52office premises

Novacomm Integrated Sdn Bhd Procurement of promotion, Berjaya Capital Berhad 164advertising and publishing services Berjaya General Insurance Berhad

Inter-Pacific Securities Sdn Bhd

Inter-Pacific Trading Sdn Bhd Purchase of stationery products Berjaya Capital Berhad 171Berjaya General Insurance BerhadPrime Credit Leasing Sdn BhdInter-Pacific Securities Sdn Bhd

BerjayaCity Sdn Bhd Provision of leasing and hire Prime Credit Leasing Sdn Bhd 222purchase facilities

Country Farms Sdn Bhd Provision of leasing and hire Prime Credit Leasing Sdn Bhd 422 purchase facilities

Berjaya Land Berhad and its unlisted subsidiary companies

Aras Klasik Sdn Bhd Receipt of property management Berjaya General Insurance Berhad 780services include inter-alia, maintenance, management and administration services

Berjaya Guard Services Sdn Bhd Receipt of security guard services Inter-Pacific Securities Sdn Bhd 16

Noble Circle Management Sdn Bhd Parking charges Berjaya Capital Berhad 4Inter-Pacific Securities Sdn Bhd

Nada Embun Sdn Bhd Rental expense for renting of Inter-Pacific Securities Sdn Bhd 1,287office premisesRental income for renting of Ambilan Imej Sdn Bhd 1,287office premises

Cempaka Properties Sdn Bhd Rental expense for renting of Berjaya General Insurance Berhad 16office premises


Amount transactedduring the financial

Related parties Nature of transaction Name of companies year (RM'000)

Other related parties

DIGI Telecommunications Sdn Bhd Rental income for renting of Eng Equities Sdn Bhd (formerly 7space to house DIGI's base known as Eng Securities Sdn Bhd)station transceiver

Forum Digital Sdn Bhd Receipt of online share Inter-Pacific Securities Sdn Bhd 390trading services Eng Equities Sdn Bhd (formerly

known as Eng Securities Sdn Bhd)

Restaurant Rasa Utara Sdn Bhd Rental income for renting of Berjaya General Insurance Berhad 18office premises

Sun Media Corporation Sdn Bhd Receipt of promotion and Berjaya Capital Berhad 86advertising services Inter-Pacific Securities Sdn Bhd

Quasar Carriage Sdn Bhd Purchase of motor vehicles, Berjaya Capital Berhad 609component parts and other related Inter-Pacific Securities Sdn Bhdproducts and services

Graphic Press Sdn Bhd Procurement of printing services Inter-Pacific Securities Sdn Bhd 8

Berjaya Times Square Sdn Bhd Parking charges Prime Credit Leasing Sdn Bhd 115Inter-Pacific Securities Sdn BhdBerjaya Capital Berhad

Berjaya TS Management Sdn Bhd Service charges and sinking funds Ambilan Imej Sdn Bhd 1,464payable for office block maintenance

Magazine advertisement Inter-Pacific Securities Sdn Bhd 3

MOL AccessPortal Berhad Provision of leasing and hire Prime Credit Leasing Sdn Bhd 23purchase facilities

MiTV Corporation Sdn Bhd Provision of leasing and hire Prime Credit Leasing Sdn Bhd 10,236purchase facilities


statement of directors’shareholdingsas at 10 August 2006

THE COMPANY—————— Number of Ordinary Shares of RM1.00 each ——————Direct Interest % Deemed Interest %

Dato' Seri Sulaiman Bin Mohd Amin 1,680 0.00 - -Chan Kien Sing 2,400 0.00 - -Lee Kok Chuan 12,000 0.01 - -Tan Sri Dato' Tan Chee Sing 20,959 0.02 - -Datuk Robert Yong Kuen Loke 40,320 0.03 - -Haji Mansor Bin Salleh 960 0.00 - -Kuok Wee Kiat 22,800 0.02 - -

ULTIMATE HOLDING COMPANYBERJAYA CORPORATION BERHAD

—————— Number of Ordinary Shares of RM1.00 each ——————Direct Interest % Deemed Interest %

Chan Kien Sing 20,000 0.00 - -Tan Sri Dato' Tan Chee Sing 10,793,300 0.48 - -Datuk Robert Yong Kuen Loke 40,000 0.00 - -

Number of RM0.50 nominal amount of 0% Irredeemable —————— Convertible Unsecured Loan Stocks 2005/2015 ————— Direct Interest % Deemed Interest %

Dato' Seri Sulaiman Bin Mohd Amin 38,763 0.00 - -Chan Kien Sing 55,376 0.00 - -Lee Kok Chuan 298,879 0.00 - -Tan Sri Dato' Tan Chee Sing 13,382,907 0.17 - -Datuk Robert Yong Kuen Loke 1,495,729 0.02 - -Haji Mansor Bin Salleh 22,150 0.00 - -

RELATED COMPANIESBERJAYA LAND BERHAD

—————— Number of Ordinary Shares of RM1.00 each ——————Direct Interest % Deemed Interest %

Tan Sri Dato' Tan Chee Sing 159,721 0.02 - -Datuk Robert Yong Kuen Loke 90,000 0.01 - -

Number of RM1.00 nominal amount of 5% Irredeemable —————— Convertible Unsecured Loan Stocks 1999/2009 —————Direct Interest % Deemed Interest %

Lee Kok Chuan 5,000 0.00 - -

COSWAY CORPORATION BERHAD—————— Number of Ordinary Shares of RM1.00 each ——————Direct Interest % Deemed Interest %

Dato' Seri Sulaiman Bin Mohd Amin 7,000 0.00 - -Lee Kok Chuan 10,000 0.00 - -Datuk Robert Yong Kuen Loke 780,000 0.23 - -

DUNHAM-BUSH (MALAYSIA) BHD—————— Number of Ordinary Shares of RM1.00 each ——————Direct Interest % Deemed Interest %

Dato' Seri Sulaiman Bin Mohd Amin 1,050 0.00 - -Lee Kok Chuan 1,500 0.00 - -

Save as disclosed, none of the other Directors in office has any interest in the shares and debenture of the Company and its relatedcorporations as at 10 August 2006.


statistics on shareholdingsas at 10 August 2006

SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS

————————————— No. of Shares —————————————Direct Interest % Deemed Interest %

1 Tan Sri Dato’ Seri Vincent Tan Chee Yioun 230,880 0.17 84,229,905 (a) 61.802 Berjaya Corporation Berhad - - 84,168,225 (b) 61.763 Berjaya Group Berhad 42,426,324 31.13 41,741,901 (c) 30.634 Juara Sejati Sdn Bhd 19,410,223 14.24 - -5 Bizurai Bijak (M) Sdn Bhd 21,915,518 16.08 - -6 Hotel Resort Enterprise Sdn Bhd - - 84,168,225 (d) 61.76

Notes:(a) Deemed interested by virtue of his interest in Berjaya Corporation Berhad and Intan Utilities Berhad.(b) Deemed interested by virtue of its 100% interest in Berjaya Group Berhad.(c) Deemed interested by virtue of its 100% interest in Juara Sejati Sdn Bhd, Bizurai Bijak (M) Sdn Bhd and Garima Holdings Sdn Bhd.(d) Deemed interested by virtue of its interest in Berjaya Corporation Berhad.

ANALYSIS OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders % No. of Shares %

less than 100 1,670 9.25 64,417 0.05100 - 1,000 10,676 59.16 4,452,434 3.261,001 - 10,000 5,068 28.08 13,235,733 9.7110,001 - 100,000 531 2.94 14,319,477 10.51100,001 - 6,814,202 100 0.56 89,711,991 65.836,814,203* and above 1 0.01 14,500,000 10.64

––––––––––––– ––––––––––––– ––––––––––––– –––––––––––––Total 18,046 100.00 136,284,052 100.00

=============== =============== =============== ===============

Notes:There is only one class of shares in the paid-up capital of the Company. Each share entitles the holder to one vote.* Denotes 5% of the issued capital.

THIRTY LARGEST SHAREHOLDERS

No. Name No. of Shares %

1 Mayban Nominees (Tempatan) Sdn Bhd 14,500,000 10.64 Pledged Securities Account For Berjaya Group Berhad (41408440004B)

2 Amsec Nominees (Tempatan) Sdn Bhd 6,594,984 4.84 Ambank (M) Berhad For Juara Sejati Sdn Bhd

3 Amsec Nominees (Tempatan) Sdn Bhd 6,270,696 4.60Ambank (M) Berhad For Berjaya Group Berhad

4 ABB Nominee (Tempatan) Sdn Bhd 4,320,000 3.17Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd

5 Berjaya Group Berhad 3,725,180 2.73

6 AMMB Nominees (Tempatan) Sdn Bhd 3,600,000 2.64Pledged Securities Account For Berjaya Group Berhad (COS003)

7 Amsec Nominees (Tempatan) Sdn Bhd 3,528,000 2.59Ambank (M) Berhad For Bizurai Bijak (M) Sdn Bhd

8 Bizurai Bijak (M) Sdn Bhd 3,493,470 2.56

9 Amsec Nominees (Tempatan) Sdn Bhd 3,409,680 2.50Ambank (M) Berhad For Berjaya Group Berhad


statistics on shareholdingsas at 10 August 2006

THIRTY LARGEST SHAREHOLDERS (cont’d)

No. Name No. of Shares %

10 Citigroup Nominees (Tempatan) Sdn Bhd 2,496,528 1.83Exempt An For Merrill Lynch Pierce Fenner & Smith Incorporated (Local Resident)

11 Mayban Nominees (Tempatan) Sdn Bhd 2,400,000 1.76Pledged Securities Account For Berjaya Group Berhad (514356813479)

12 EB Nominees (Tempatan) Sdn Bhd 2,381,760 1.75Pledged Securities Account For Juara Sejati Sdn Bhd (BBB)

13 HLB Nominees (Tempatan) Sdn Bhd 2,222,400 1.63Pledged Securities Account For Juara Sejati Sdn Bhd (HLFGBSB/ 116 / JC)

14 Mayban Nominees (Tempatan) Sdn Bhd 2,200,000 1.62Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd (01408413682B)

15 RHB Capital Nominees (Tempatan) Sdn Bhd 2,200,000 1.62Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd (CFSB 681132 )

16 Inter-Pacific Equity Nominees (Tempatan) Sdn Bhd 1,763,000 1.29Pledged Securities Account For Pantai Cemerlang Sdn Bhd

17 KBB Nominees (Tempatan) Sdn Bhd 1,501,200 1.10Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd ( 703486 )

18 Mayban Nominees (Tempatan) Sdn Bhd 1,456,320 1.07Tan Kim Yeow ( 101AB0405 )

19 AMMB Nominees (Tempatan) Sdn Bhd 1,392,000 1.02Pledged Securities Account For Juara Sejati Sdn Bhd (GAR 003)

20 Alliancegroup Nominees (Tempatan) Sdn Bhd 1,278,240 0.94Alliance Merchant Nominees (Tempatan) Sdn Bhd For Berjaya Group Berhad (2)

21 AMMB Nominees (Tempatan) Sdn Bhd 1,212,000 0.89Pledged Securities Account For Juara Sejati Sdn Bhd (BK BL001)

22 ABB Nominee (Tempatan) Sdn Bhd 1,160,640 0.85Pledged Securities Account For Berjaya Group Berhad

23 KBB Nominees (Tempatan) Sdn Bhd 1,106,160 0.81Pledged Securities Account For Juara Sejati Sdn Bhd (703507)

24 Southern Nominees (Tempatan) Sdn Bhd 1,008,000 0.74Pledged Securities Account For Berjaya Group Berhad

25 EB Nominees (Tempatan) Sdn Bhd 1,005,120 0.74 Pledged Securities Account For Berjaya Group Berhad (BB)

26 AMMB Nominees (Tempatan) Sdn Bhd 977,328 0.72Pledged Securities Account For Berjaya Group Berhad (GAR 000)

27 Mayban Nominees (Tempatan) Sdn Bhd 960,960 0.71Aseambankers Malaysia Berhad For Juara Sejati Sdn Bhd (230555)

28 EB Nominees (Tempatan) Sdn Bhd 960,000 0.70Pledged Securities Account For Bizurai Bijak (M) Sdn Bhd (BBB)

29 HLB Nominees (Tempatan) Sdn Bhd 936,000 0.69Pledged Securities Account For Berjaya Group Berhad (HLF BLB/087/BGB)

30 HSBC Nominees (Tempatan) Sdn Bhd 874,080 0.64Exempt An For Credit Suisse (SG BR-TST-ASING)

––––––––––––––––– –––––––––––––––––80,933,746 59.39

============== ==============


notice of annual general meeting

NOTICE IS HEREBY GIVEN THAT the Thirteenth Annual General Meeting of Berjaya Capital Berhad will be held at Dewan Berjaya,Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Wednesday, 11 October 2006at 10.00 a.m. for the following purposes:

AGENDA

1 To receive and adopt the audited financial statements of the Company for the year ended 30 April 2006 and theDirectors' and Auditors' Reports thereon.

2 To approve the payment of Directors' fees amounting to RM36,645 for the year ended 30 April 2006.

3 To re-elect the following Directors retiring pursuant to the Company's Articles of Association:-

a) Haji Mansor Bin Salleh

b) Kuok Wee Kiat

4 To re-appoint Dato' Seri Sulaiman Bin Mohd Amin as a Director of the Company and to hold office until the conclusionof the next Annual General Meeting of the Company pursuant to Section 129(6) of the Companies Act, 1965.

5 To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration.

6 As special business:

(a) To consider and, if thought fit, pass the following Ordinary Resolutions:

(i) Authority to issue and allot shares pursuant to Section 132D of the Companies Act, 1965

"That, subject always to the Companies Act, 1965, the Articles of Association of the Company and theapprovals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered,pursuant to Section 132D of the Companies Act, 1965, to issue and allot shares in the Company from timeto time and upon such terms and conditions and for such purposes as the Directors may deem fit providedthat the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issuedshare capital of the Company for the time being and that such authority shall continue to be in force untilthe conclusion of the next Annual General Meeting of the Company."

(ii) Proposed Renewal of and new Shareholders' Mandate for Recurrent Related Party Transactions of aRevenue or Trading Nature

"That, subject to the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad, approvalbe and is hereby given for the Company and its subsidiaries, to enter into recurrent related partytransactions of a revenue or trading nature with the related parties as specified in Section 2.3 of the Circularto Shareholders dated 19 September 2006 which are necessary for the day-to-day operations and/or in theordinary course of business of the Company and its subsidiaries on terms not more favourable to the relatedparties than those generally available to the public and are not detrimental to the minority shareholders ofthe Company and that such mandate shall continue to be in force until:-

(a) the conclusion of the next Annual General Meeting ("AGM") of the Company following the AGM at whichthe ordinary resolution for the proposed mandate will be passed, at which time it will lapse, unless by aresolution passed at a general meeting, the authority is renewed;

(b) the expiration of the period within which the next AGM after the date it is required to be held pursuantto Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be allowedpursuant to Section 143(2) of the Companies Act, 1965); or

(c) revoked or varied by resolution passed by the shareholders at a general meeting;

whichever is the earlier.

And Further That authority be and is hereby given to the Directors of the Company and its subsidiaries tocomplete and do all such acts and things (including executing such documents as may be required) to giveeffect to such transactions as authorised by this Ordinary Resolution.

By Order of the BoardSU SWEE HONG Kuala Lumpur Secretary 19 September 2006

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8


notice of annual general meeting

NOTES:

(A) APPOINTMENT OF PROXY

1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1) proxy only to attend and votein his stead. A proxy need not be a member of the Company.

2. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act,1991 may appoint one (1) proxy in respect of each securities account.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing,and in the case of a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy must be deposited at the Company's Registered Office at Lot 13-01A, Level 13 (East Wing),Berjaya Times Square, No. 1 Jalan Imbi, 55100 Kuala Lumpur not less than forty-eight (48) hours before the time appointed forholding the meeting or any adjournment thereof.

(B) SPECIAL BUSINESS

1. Resolution 7 is proposed pursuant to Section 132D of the Companies Act, 1965 and if passed, will give the Directors of theCompany, from the date of the above Annual General Meeting, authority to issue and allot shares not exceeding 10% of theexisting issued and paid-up share capital of the Company for such purposes as the Directors may deem fit and in the interestof the Company. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of thenext Annual General Meeting of the Company.

2. Resolution 8 is in relation to the approval on the Shareholders' Mandate on Recurrent Related Party Transactions and if passed,will allow the Company and its subsidiaries to enter into Recurrent Related Party Transactions in accordance with paragraph10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad. The explanatory notes on Ordinary Resolution 8 is setout in the Circular to Shareholders dated 19 September 2006.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETINGpursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad

1. The Directors standing for re-election and re-appointment at the Thirteenth Annual General Meeting of the Company to be held atDewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur onWednesday, 11 October 2006 at 10.00 a.m. are as follows:

i) Pursuant to Article 81 of the Company's Articles of Association on retirement by rotation:-

a) Haji Mansor Bin Salleh

b) Kuok Wee Kiat

ii) Pursuant to Section 129 (6) of the Companies Act, 1965:-

a) Dato' Seri Sulaiman Bin Mohd Amin

The Directors' Profile of the above three Directors are set out on page 3 and 6 of the Annual Report. The information relating to theDirectors' shareholding in the Company and its related corporations is set out on page 78 of the Annual Report.

2. Details of Attendance of Directors at Board Meetings held during the financial year ended 30 April 2006 are set out on page 18 ofthe Annual Report.

Berjaya Capital Berhad (272649-W) Annual Report 2006

form of proxyBERJAYA CAPITAL BERHAD

(Company No. 272649-W)

I/We _____________________________________________________________________________________________________________________(Name in full)

I.C. or Company No. ______________________________________________________ CDS Account No. _______________________________(New and Old I.C. Nos. or Company No.)

of ________________________________________________________________________________________________________________________(Address)

being a member/members of BERJAYA CAPITAL BERHAD hereby appoint:

____________________________________________________________________ I.C.No. ______________________________________________ of(Name in full) (New and Old I.C. Nos.)

___________________________________________________________________________________________________________________________(Address)

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf, at the Thirteenth Annual GeneralMeeting of the Company to be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara,60000 Kuala Lumpur on Wednesday, 11 October 2006 at 10.00 a.m. or any adjournment thereof.

This proxy is to vote on the Resolutions set out in the Notice of the Meeting as indicated with an "X" in the appropriate spaces. If nospecific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.

FOR AGAINST

RESOLUTION 1 - To receive and adopt the Audited Financial Statements.

RESOLUTION 2 - To approve payment of Directors' Fees.

RESOLUTION 3 - To re-elect Haji Mansor Bin Salleh as Director

RESOLUTION 4 - To re-elect Kuok Wee Kiat as Director

RESOLUTION 5 - To re-appoint Dato' Seri Sulaiman Bin Mohd Amin as Director

RESOLUTION 6 - To re-appoint Auditors

RESOLUTION 7 - To approve authority to issue and allot shares

RESOLUTION 8 - To procure shareholders' mandate for Recurrent Related Party Transactions

___________________________________Signature of Shareholder(s)

Signed this ________ day of ______________________, 2006

NOTE:

1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one (1) proxy only to attend and vote in his stead. A proxy need not be a member of the Company.

2. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 mayappoint one (1) proxy in respect of each securities account.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, and in thecase of a corporation, either under seal or under the hand of an officer or attorney duly authorised.

4. The instrument appointing a proxy must be deposited at the Company's Registered Office at Lot 13-01A, Level 13 (East Wing), Berjaya TimesSquare, No. 1 Jalan Imbi, 55100 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or anyadjournment thereof.

No. of shares held

Fold this flap for sealing

2nd fold here

1st fold here

Affix Stamp

THE COMPANY SECRETARY

BERJAYA CAPITAL BERHADLOT 13-01A, LEVEL 13 (EAST WING)

BERJAYA TIMES SQUARE, NO.1 JALAN IMBI

55100 KUALA LUMPUR

group’s addresses

INTER-PACIFIC SECURITIES SDN BHDWest Wing, Level 13, Berjaya Times SquareNo. 1 Jalan Imbi55100 Kuala LumpurTel: 03-21171888

6th, 10th & 12th FloorBangunan Mayban Trust,3 Penang Street10200 PenangTel: 04- 2626644

Tingkat Bawah 7-0-8Jalan 3/109FDanau Business CenterDanau Desa58100 Kuala LumpurTel:03-79847796

Stesen Minyak ProjetJalan 1/116B Off Jalan Kuchai LamaKuchai Entertainment Park58200 Kuala LumpurTel: 03-79818811

95, Jalan Tun Abdul Razak80000 Johor BahruJohor Darul TakzimTel: 07-2231211Website: www.paconline.com

For further information, please contact:

THE COMPANY SECRETARYLot 13-01A, Level 13 (East Wing)

Berjaya Times SquareNo. 1 Jalan Imbi

55100 Kuala Lumpur.Tel : 03-2149 1999 Fax: 03-2143 1685

Website: www.berjaya.cc

INTER-PACIFIC FUTURES SDN BHDJohor Bahru Office95, Jalan Tun Abdul Razak 80000 Johor BahruJohor Darul TakzimTel: 07-2220088

6th,10th & 12th FloorBangunan Mayban Trust3 Penang Street10200 PenangTel: 04-2626644

West Wing, Level 13,Berjaya Times SquareNo. 1 Jalan Imbi55100 Kuala LumpurTel: 03-21171888

BERJAYA GENERAL INSURANCE BERHAD18th Floor, Menara BGIPlaza Berjaya, 12, Jalan Imbi55100 Kuala LumpurTel: 03-21413323Website: www.bgi.com.my

PRIME CREDIT LEASING SDN BHDWest Wing, Level 13,Berjaya Times SquareNo. 1 Jalan Imbi55100 Kuala LumpurTel: 03-21481009

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