AUDITED FINANCIAL STATEMENTS 2024
COVER RATIONALE The 2024 theme, ‘Harnessing Potential’, reflects the power of agriculture in driving growth, uplifting communities, and safeguarding the environment. It highlights FGV’s commitment to innovation, inclusivity, and long-term value creation, empowering people, and supporting national development through a resilient agri-food eco-system. The cover design emphasises the strength derived from unity and collaboration. It showcases a diverse workforce, whose collective presence highlights the human element behind FGV’s success. This also underscores the importance of teamwork in achieving shared goals. The dynamic interplay of visuals, including plantation, oils & fats, sugar, logistics & support, and consumer products, seamlessly blends the various facets of FGV’s operations. Together, these elements capture the essence of FGV’s journey and vision. The design presents a compelling visual narrative of resilience and progress as the Group continues to strive to reach its full potential. Our Reporting Approach OUR REPORTING SUITE FGV Holdings Berhad (FGV) 2024 reporting suite comprises the following: ANNUAL INTEGRATED REPORT 2024 The FGV Annual Integrated Report (AIR) serves as the primary source of information on the Group’s financial and non-financial performance, offering a comprehensive view of our business operations across Malaysia and beyond. It reflects our commitment to transparency, accountability, and sustainable growth by integrating key financial results with insights into our environmental, social, and governance (ESG) initiatives, strategic direction, and operational achievements. AIR AUDITED FINANCIAL STATEMENTS 2024 The FGV Audited Financial Statements (AFS) provide a detailed and audited account of the Group’s financial position and performance for the financial year. It offers stakeholders a clear and accurate understanding of our financial health, corporate governance, and regulatory compliance. AFS WHAT’S INSIDE 2 Directors’ Report 6 Statement by Directors 6 Statutory Declaration 7 Independent Auditors’ Report 13 Financial Statements 26 Notes to the Financial Statements
1 The Directors are required by the Companies Act 2016 (Act) to prepare Financial Statements for each financial year which give a true and fair view of the financial position of the Group and of the Company at the end of the financial year and of the financial performance and cash flows of the Group and of the Company for the financial year. As required by the Act and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Financial Statements for the financial year ended 31 December 2024 have been prepared in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Act. The Directors consider that in preparing the Financial Statements for the financial year ended 31 December 2024 set out on pages 13 to 184, the Group and the Company have applied the appropriate accounting policies on a consistent basis and supported by reasonable judgments and estimates. The Directors have responsibility for ensuring that proper accounting records are kept. The accounting records should disclose with reasonable accuracy the financial position of the Group and of the Company to enable the Directors to ensure that the Financial Statements comply with the Act. The Directors have the general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. This Statement was made in accordance with a resolution of the Board of Directors dated 25 March 2025. Statement on Directors’ Responsibility
The Directors have pleasure in submitting the annual report to the members together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2024. DIRECTORS The Directors in office during the financial year and during the period from the end of the financial year to the date of the report are: Tan Sri Rastam Mohd Isa (Chairman) Dato’ Shahrol Anuwar Sarman Mohamad Fadzil Hitam Nurul Muhaniza Hanafi (Appointed on 1 April 2024) Dato’ Dr Suzana Idayu Wati Osman (Appointed on 1 April 2024) Azizan Zakaria (Appointed on 4 July 2024) Rozainah Awang (Appointed on 2 January 2025) Datuk Abdul Halim Hamzah (Appointed on 3 March 2025) Dato’ Amiruddin Abdul Satar (Resigned on 1 April 2024) Dato’ Mohd Rafik Shah Mohamad (Retired in 20 June 2024) Nik Fazila Nik Mohamed Shihabuddin (Cessation from office on 1 July 2024) Datuk Dr Yatimah Sarjiman (Cessation from office on 16 January 2025) The Company was granted a relief by Companies Commission of Malaysia from disclosing the names of the Directors of the Company’s subsidiaries in this report as required under Section 253(2) of Companies Act 2016 in Malaysia. The names of the Directors of the subsidiaries are set out in the respective subsidiaries’ Directors’ Report and the Board deems such information as included herein by such reference and shall form part hereof. PRINCIPAL ACTIVITIES The Company is principally an investment holding company with investments primarily in oil palm plantation and its related downstream activities, sugar refining, trading, logistics, marketing, rubber processing, research and development activities and related agribusiness activities. The principal activities of the subsidiaries are stated in Note 23 to the financial statements. There were no significant changes in the nature of the activities of the Group and of the Company during the financial year. FINANCIAL RESULTS Group Company RM’000 RM’000 Profit attributable to Owners of the Company 276,252 705,382 Non-controlling interests 47,515 – Profit for the financial year 323,767 705,382 FGV Holdings Berhad | Audited Financial Statements 2024 2 Directors’ Report
DIVIDENDS Dividends on ordinary shares paid or declared by the Company since 31 December 2023 are as follows: RM’000 In respect of the financial year ended 31 December 2023: – Final single tier dividend of 3.0 sen per share, paid on 12 April 2024 109,445 On 28 February 2025, the Board of Directors agreed to declare the payment of a final single tier dividend of 5.0 sen per ordinary share in respect of financial year ended 31 December 2024 amounting to RM182.41 million. RESERVES AND PROVISIONS All material transfers to or from reserves or provisions during the financial year are shown in the financial statements. DIRECTORS’ BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than the benefits shown under Directors’ Remuneration) by reason of a contract made by the Company or a related corporation with the Directors or with a firm of which he/she is a member, or with a company in which he/she has a substantial financial interest. DIRECTORS’ INTEREST IN SHARES AND DEBENTURES According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016, none of the Directors who held office at the end of the financial year held any shares or debentures in the Company or its subsidiaries during the financial year. AUDITORS’ REMUNERATION Details of auditors’ remuneration are set out in Note 12 to the financial statements, which are as follows: Group Company RM’000 RM’000 Principal auditors’ remuneration: – Audit fee 4,467 674 – Other assurance services 1,471 1,187 – Non-audit fee 595 544 Member firms of principal auditors’ remuneration: – Audit fee 985 – Other firms of auditors’ remuneration: – Audit fee 119 – 3 Directors’ Report
DIRECTORS’ REMUNERATION Details of Directors’ remuneration are set out in Note 13 to the financial statements, which are as follows: Group Company RM’000 RM’000 Directors’ remuneration: – Fees 1,949 1,825 – Benefits in kind 51 51 – Other benefits 447 393 2,447 2,269 INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICERS The Company maintains a corporate liability insurance for the Directors and Officers of the Group throughout the financial year, which provides appropriate insurance cover for the Directors and Officers of the Group. The total amount of insurance premium paid by the Group during the financial year amounted to RM1,951,000 (2023: RM2,121,000). STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and (b) to ensure that any current assets, which were unlikely to be realised in the ordinary course of business including the values of current assets as shown in the accounting records of the Group and of the Company had been written down to an amount which the current assets might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances: (a) w hich would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or (c) w hich have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve (12) months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group or the Company to meet their obligations when they fall due. At the date of this report, there does not exist: (a) a ny charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liability of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. FGV Holdings Berhad | Audited Financial Statements 2024 4 Directors’ Report
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (CONTINUED) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. In the opinion of the Directors: (a) the results of the Group’s and the Company’s operations during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, other than as disclosed in Note 55 to the financial statements; and (b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group or the Company for the financial year in which this report is made, other than as disclosed in Note 56 to the financial statements. AUDITORS The auditors, PricewaterhouseCoopers PLT (LLP0014401-LCA & AF 1146), have expressed their willingness to continue in office. This report was approved by the Board of Directors on 25 March 2025. Signed on behalf of the Board of Directors: TAN SRI RASTAM MOHD ISA AZIZAN ZAKARIA Chairman Director Kuala Lumpur 5 Directors’ Report
We, Tan Sri Rastam Mohd Isa and Azizan Zakaria, two of the Directors of FGV Holdings Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 13 to 184 are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2024 and of the financial performance and cash flows of the Group and of the Company for the financial year ended on that date in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. Signed on behalf of the Board of Directors in accordance with a resolution dated 25 March 2025. TAN SRI RASTAM MOHD ISA AZIZAN ZAKARIA Chairman Director Kuala Lumpur I, Dato’ Mohd Hairul Abdul Hamid, the Officer primarily responsible for the financial management of FGV Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 13 to 184 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. DATO’ MOHD HAIRUL ABDUL HAMID MIA membership no. 14173 Subscribed and solemnly declared by the abovenamed Dato’ Mohd Hairul Abdul Hamid in Kuala Lumpur on 25 March 2025, before me. Commissioner for Oaths FGV Holdings Berhad | Audited Financial Statements 2024 6 Statement By Directors Pursuant to Section 251(2) of the Companies Act 2016 Statutory Declaration Pursuant to Section 251(1) of the Companies Act 2016
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Our opinion In our opinion, the financial statements of FGV Holdings Berhad (“the Company”) and its subsidiaries (“the Group”) give a true and fair view of the financial position of the Group and of the Company as at 31 December 2024, and of their financial performance and their cash flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. What we have audited We have audited the financial statements of the Group and of the Company, which comprise the statements of financial position as at 31 December 2024 of the Group and of the Company, and the statements of profit or loss, statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the financial statements, including material accounting policies, as set out on pages 13 to 184. Basis for opinion We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing. Our responsibilities under those standards are further described in the “Auditors’ responsibilities for the audit of the financial statements” section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence and other ethical responsibilities We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code. Our audit approach As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements of the Group and of the Company. In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group and of the Company, the accounting processes and controls, and the industry in which the Group and the Company operate. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the Group and of the Company for the current financial year. These matters were addressed in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 7 Independent Auditors’ Report To the members of FGV Holdings Berhad (Incorporated in Malaysia) Registration No. 200701042133 (800165-P)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters How our audit addressed the key audit matters Land Lease Agreement (“LLA”) liability assessment As at 31 December 2024, the LLA liability for the Group amounted to RM3.7 billion. We focused on this area as the fair value of the LLA liability is determined based on cash flows projections, which require significant estimates made by management on the assumptions used in the calculations, in particular, discount rate, prices of Crude Palm Oil (“CPO”) and Palm Kernel (“PK”), average Fresh Fruit Bunches (“FFB”) yield, and mature and immature estate costs. Refer to Note 3(i) in the material accounting policies, Note 5(i) in the critical accounting estimates and judgements and Note 44 to the financial statements. We have performed the following audit procedures: • We checked the appropriateness of fair value model used to value the LLA liability. We also assessed the reasonableness of management’s key assumptions used in the cash flows projections comprising discount rate, prices of CPO and PK, average FFB yield, and mature and immature estate costs, by comparing against those used in business plans, historical data and industry trend; • We evaluated the reliability of management’s cash flows projections by comparing the actual past financial performance against previous forecasted results; • We examined sensitivity analysis performed by management on the discount rate, prices of CPO and PK, average FFB yield, mature and immature estate costs to evaluate the impact on the LLA liability; and • We assessed the adequacy of the disclosures in the financial statements. Based on our procedures, we noted no significant exceptions. FGV Holdings Berhad | Audited Financial Statements 2024 8 Independent Auditors’ Report To the members of FGV Holdings Berhad (Incorporated in Malaysia) Registration No. 200701042133 (800165-P)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters How our audit addressed the key audit matters Goodwill impairment As at 31 December 2024, the Group’s carrying value of goodwill of RM803.0 million comprised goodwill in relation to sugar business in Malaysia of RM576.2 million and palm upstream operations in Malaysia of RM226.8 million. Goodwill is subject to annual impairment testing. We focused on this area as the determination of recoverable amounts of the assets in the Cash Generating Units (“CGUs”) based on discounted cash flows projections prepared by management, involved a significant degree of judgement in determining the following key assumptions: Business Key assumptions Sugar business Selling price, raw sugar price, sales volume, freight charges, natural gas price, lease term, terminal value growth rate and discount rate. Palm upstream operations CPO price, PK price, average FFB yield, mature and immature estate costs and discount rate. Refer to Note 3(d) in the material accounting policies, Note 5(ii) in the critical accounting estimates and judgements and Note 22 to the financial statements. We performed the following procedures on the cash flow projections to support the impairment assessment of goodwill prepared by the management and approved by the Board of Directors of the Company: • We assessed the reliability of management’s projections through the comparison of actual past financial performances against previous forecasted results; • We assessed the reasonableness of the key assumptions, which were used by management in developing the discounted cash flows projections, by comparing against historical data and industry trends; • We have ensured the reasonableness of the lease term based on the extension option stipulated in the rental contracts and legal opinion; • We examined the sensitivity analysis performed by management on the key assumptions for the respective businesses and also the discount rates used to evaluate the impact on the impairment assessment; and • We assessed the adequacy and reasonableness of the disclosures in the financial statements. Based on our procedures, we noted no significant exceptions. 9 Independent Auditors’ Report To the members of FGV Holdings Berhad (Incorporated in Malaysia) Registration No. 200701042133 (800165-P)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Key audit matters How our audit addressed the key audit matters Impairment assessments of non-financial assets with impairment indicators Management performed impairment assessments of the nonfinancial assets of the Group and the Company, which had impairment indicators. As a result, the following impairment losses were recognised during the financial year ended 31 December 2024: • Net impairment loss of RM161.9 million at the Group level for property, plant and equipment, right-of-use assets and intangible assets. • Impairment loss of RM125.1 million at the Company level in respect of the Company’s cost of investment in subsidiaries. We focused on this area as the recoverable amounts of the non-financial assets are determined based on discounted cash flows projections. The cash flow projections require judgement by management on the future financial performance and the business plan of those businesses. These are disclosed in Notes 19, 20, 22 and 23 to the financial statements. Refer to Note 3(o) in the material accounting policies, Note 5(iii) in the critical accounting estimates and judgements and Notes 19, 20, 22 and 23 to the financial statements. We have performed the following audit procedures: • We assessed management’s assessment of the recoverable amounts against management’s cash flow projections; • We assessed the reliability of management’s projections through the comparison of actual past financial performances against previous forecasted results; • We assessed the reasonableness of the key assumptions, which were used by management in developing the discounted cash flows projections, by comparing against historical data and industry trends; • We have ensured the reasonableness of the lease term based on the extension option stipulated in the rental contracts and legal opinion; • We examined the sensitivity analysis performed by management on the relevant key assumptions for the respective businesses to evaluate the impact on the impairment assessment; and • We assessed the adequacy and reasonableness of the disclosures in the financial statements. Based on our procedures, we noted no significant exceptions. Information other than the financial statements and auditors’ report thereon The Directors of the Company are responsible for the other information. The other information comprises the Directors’ Report, Chairman’s Statement and Group Chief Executive Officer’s Review, Management Discussion and Analysis and Statement on Risk Management and Internal Control and other sections of the 2024 Annual Integrated Report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon. Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. FGV Holdings Berhad | Audited Financial Statements 2024 10 Independent Auditors’ Report To the members of FGV Holdings Berhad (Incorporated in Malaysia) Registration No. 200701042133 (800165-P)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) Responsibilities of the Directors for the financial statements The Directors of the Company are responsible for the preparation of the financial statements of the Group and of the Company that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error. In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: (a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and of the Company’s internal control. (c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. (d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease to continue as a going concern. (e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions and events in a manner that achieves fair presentation. (f) Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. 11 Independent Auditors’ Report To the members of FGV Holdings Berhad (Incorporated in Malaysia) Registration No. 200701042133 (800165-P)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED) We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have not acted as auditors, are disclosed in Note 23 to the financial statements. OTHER MATTERS This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report. PRICEWATERHOUSECOOPERS PLT MAHESH A/L RAMESH LLP0014401-LCA & AF 1146 03428/04/2025 J Chartered Accountants Chartered Accountant Kuala Lumpur 25 March 2025 FGV Holdings Berhad | Audited Financial Statements 2024 12 Independent Auditors’ Report To the members of FGV Holdings Berhad (Incorporated in Malaysia) Registration No. 200701042133 (800165-P)
Group Company Note 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 Revenue 6 22,157,528 19,359,186 1,122,464 348,569 Cost of sales (20,041,891) (17,785,648) (163,795) (110,731) Gross profit 2,115,637 1,573,538 958,669 237,838 Other operating income 7 125,681 121,194 3,160 9,899 Selling and distribution costs (238,543) (249,993) – – Administrative expenses (1,006,160) (902,076) (21,089) (34,790) (Impairment)/reversal of impairment on financial assets (net) 8 (2,843) 17,622 (9,000) 2,801 Other operating expenses 9 (2,565) (22,527) (126,657) (15,361) Other losses, net 10 (361,381) (134,623) – – Operating profit 629,826 403,135 805,083 200,387 Finance income 11 42,255 35,123 – – Finance costs 11 (136,057) (125,154) (97,847) (84,443) Share of results from associates 24 (1,903) (1,498) – – Share of results from joint ventures 25 31,681 24,836 – – Profit before zakat and taxation 565,802 336,442 707,236 115,944 Zakat 14 (11,474) (34,162) – – Taxation 15 (230,561) (189,838) (1,854) (16,159) Profit for the financial year 12 323,767 112,442 705,382 99,785 Profit attributable to: Owners of the Company 276,252 101,618 705,382 99,785 Non-controlling interests 47,515 10,824 – – 323,767 112,442 705,382 99,785 Earnings per share (“EPS”) attributable to owners of the Company Basic and diluted EPS (sen) 17 7.6 2.8 – – 13 Statements of Profit or Loss For the financial year ended 31 December 2024
Group Company 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 Profit for the financial year 323,767 112,442 705,382 99,785 Other comprehensive (loss)/income: Items that will not be reclassified to profit or loss Actuarial loss on defined benefit plan (335) (1,339) (65) (58) Fair value changes in financial assets at fair value through other comprehensive income (25,353) (7,676) – – Items that may be subsequently reclassified to profit or loss Currency translation differences (9,825) 24,118 – – Share of other comprehensive income/(loss) of joint ventures 2,118 (16,222) – – Share of other comprehensive income/(loss) of an associate 325 (1,353) – – Realisation of foreign exchange reserve upon disposal of a foreign operation in joint venture – 29,706 – – Realisation of foreign exchange reserve upon liquidation of a subsidiary – 970 – – Realisation of foreign exchange reserve upon disposal of subsidiaries – 6,362 – – Cash flow hedge reserve 28 213 – – (7,354) 43,794 – – Total other comprehensive (loss)/income for the financial year, net of tax (33,042) 34,779 (65) (58) Total comprehensive income for the financial year 290,725 147,221 705,317 99,727 Total comprehensive income attributable to: Owners of the Company 241,960 141,555 705,317 99,727 Non-controlling interests 48,765 5,666 – – 290,725 147,221 705,317 99,727 FGV Holdings Berhad | Audited Financial Statements 2024 14 Statements of Comprehensive Income For the financial year ended 31 December 2024
Group Company Note 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 ASSETS Non-current assets Property, plant and equipment 19 8,116,031 7,908,289 4,441 5,576 Right-of-use assets 20 2,141,479 2,195,949 11,631 15,992 Investment properties 21 58,999 66,074 8,655 9,537 Intangible assets 22 928,531 889,593 25,123 13,708 Investment in subsidiaries 23 – – 8,352,814 8,476,325 Interests in associates 24 53,086 58,060 – – Interests in joint ventures 25 602,325 593,623 – – Receivables 26 170,847 159,511 – – Amounts due from subsidiaries 27 – – 8,237 7,033 Loans due from subsidiaries 28 – – 750,000 – Financial assets at fair value through profit and loss 29 2,533 5,340 – – Financial assets at fair value through other comprehensive income 30 148,541 160,973 – – Biological assets 31 1,919 4,717 – – Deferred tax assets 47 288,709 237,429 4,124 274 Tax recoverable 61,786 52,960 – – 12,574,786 12,332,518 9,165,025 8,528,445 Current assets Inventories 32 2,330,019 1,626,911 – – Biological assets 31 110,920 65,087 – – Receivables 26 1,328,499 1,333,652 7,212 12,022 Amount due from ultimate holding company 27 39,595 32,329 577 542 Amounts due from other related companies 27 194,067 62,037 1,687 1,537 Amounts due from subsidiaries 27 – – 50,734 50,809 Amounts due from joint ventures 27 166,419 134,877 – – Amount due from an associate 27 38 38 – – Loans due from subsidiaries 28 – – 50,746 490,308 Financial assets at fair value through profit or loss 29 105,414 89,857 – – Contract assets 33 15,272 26,139 – – Tax recoverable 19,882 44,139 – 1,844 Derivative financial assets 34 1,697 11,935 – – Deposits, cash and bank balances 35 1,728,363 1,523,234 282,333 111,176 6,040,185 4,950,235 393,289 668,238 Total assets 18,614,971 17,282,753 9,558,314 9,196,683 15 Statements of Financial Position As at 31 December 2024
Group Company Note 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 EQUITY AND LIABILITIES Capital and reserves Share capital 37 7,029,889 7,029,889 7,029,889 7,029,889 Foreign exchange reserve 38 108,107 116,727 – – Reorganisation reserve 39 (3,089,497) (3,089,497) – – Other reserves 40 (3,549) 21,928 – – Retained earnings 2,059,338 1,892,868 810,199 214,327 Equity attributable to owners of the Company 6,104,288 5,971,915 7,840,088 7,244,216 Non-controlling interests 1,511,506 1,610,065 – – Total equity 7,615,794 7,581,980 7,840,088 7,244,216 Non-current liabilities Borrowings 41 1,442,664 1,163,357 1,198,767 796,450 Lease liabilities 42 369,340 351,888 11,363 16,264 Loans due to a subsidiary 43 – – 174,000 663,783 Land lease agreement (“LLA”) liability 44 3,338,206 3,257,842 – – Derivative financial liabilities 34 – 11 – – Provision for asset retirement 45 37,710 32,674 – – Provision for defined benefit plan 46 62,097 62,072 1,119 949 Deferred tax liabilities 47 655,455 591,523 – – 5,905,472 5,459,367 1,385,249 1,477,446 Current liabilities Payables 48 2,060,680 1,296,536 66,131 51,862 Contract liabilities 49 85,623 91,660 – – Amount due to ultimate holding company 27 224,972 276,663 – – Amounts due to other related companies 27 5,572 5,950 264 97 Amounts due to subsidiaries 27 – – 14,642 8,824 Amount due to a joint venture 27 238 506 – – Amount due to an associate 27 539 331 – – Derivative financial liabilities 34 7,485 403 – – Borrowings 41 2,304,971 2,269,445 101,483 100,894 Lease liabilities 42 40,625 30,637 3,363 3,363 Loans due to a subsidiary 43 – – 146,289 309,981 LLA liability 44 325,281 255,971 – – Provision for asset retirement 45 716 734 – – Current tax liabilities 37,003 12,570 805 – 5,093,705 4,241,406 332,977 475,021 Total liabilities 10,999,177 9,700,773 1,718,226 1,952,467 Total equity and liabilities 18,614,971 17,282,753 9,558,314 9,196,683 FGV Holdings Berhad | Audited Financial Statements 2024 16 Statements of Financial Position As at 31 December 2024
Foreign Attributable to Share exchange Reorganisation Other owners Noncapital reserve reserve reserves Retained of the controlling Total Group Note (Note 37) (Note 38) (Note 39) (Note 40) earnings Company interests equity 2024 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 At 1 January 2024 7,029,889 116,727 (3,089,497) 21,928 1,892,868 5,971,915 1,610,065 7,581,980 Profit for the financial year - – – – 276,252 276,252 47,515 323,767 Other comprehensive (loss)/income for the financial year, net of tax: Items that will not be reclassified to profit or loss – actuarial loss on defined benefit plan – – – – (195) (195) (140) (335) – fair value changes in financial assets at fair value through other comprehensive income (“FVOCI”) – – – (25,491) – (25,491) 138 (25,353) Items that may be subsequently reclassified to profit or loss – currency translation differences – (11,063) – – – (11,063) 1,238 (9,825) – share of other comprehensive income of joint ventures – 2,118 – – – 2,118 – 2,118 – share of other comprehensive income of an associate – 325 – – – 325 – 325 – cash flow hedge reserve – – – 14 – 14 14 28 – (8,620) – 14 – (8,606) 1,252 (7,354) Total comprehensive (loss)/income for the financial year – (8,620) – (25,477) 276,057 241,960 48,765 290,725 Transactions with owners Accretion of interest in a subsidiary – – – – (142) (142) (1,258) (1,400) Dividends paid for the financial year ended 31 December 2023 (final) 16 – – – – (109,445) (109,445) – (109,445) Dividends paid to non-controlling interests of subsidiaries – – – – – – (146,066) (146,606) Total transactions with owners – – – – (109,587) (109,587) (147,324) (256,911) At 31 December 2024 7,029,889 108,107 (3,089,497) (3,549) 2,059,338 6,104,288 1,511,506 7,615,794 17 Consolidated Statement of Changes in Equity For the financial year ended 31 December 2024
Foreign Attributable to Share exchange Reorganisation Other owners Noncapital reserve reserve reserves Retained of the controlling Total Group Note (Note 37) (Note 38) (Note 39) (Note 40) earnings Company interests equity 2023 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 At 1 January 2023 7,029,889 68,156 (3,089,497) 29,495 2,193,614 6,231,657 1,653,028 7,884,685 Profit for the financial year – – – – 101,618 101,618 10,824 112,442 Other comprehensive (loss)/income for the financial year, net of tax: Items that will not be reclassified to profit or loss – actuarial loss on defined benefit plan – – – – (1,067) (1,067) (272) (1,339) – fair value changes in financial assets at fair value through other comprehensive income (“FVOCI”) – – – (7,676) – (7,676) – (7,676) Items that may be subsequently reclassified to profit or loss – currency translation differences – 29,108 – – – 29,108 (4,990) 24,118 – share of other comprehensive loss of joint ventures – (16,222) – – – (16,222) – (16,222) – share of other comprehensive loss of an associate – (1,353) – – – (1,353) – (1,353) – realisation of forex exchange reserve upon disposal of a foreign operation in joint venture – 29,706 – – – 29,706 – 29,706 – realisation of foreign exchange reserve upon liquidation of a subsidiary – 970 – – – 970 – 970 – realisation of foreign exchange reserve upon disposal of a subsidiary – 6,362 – – – 6,362 – 6,362 – cash flow hedge reserve – – – 109 – 109 104 213 – 48,571 – 109 – 48,680 (4,886) 43,794 Total comprehensive income/(loss) for the financial year – 48,571 – (7,567) 100,551 141,555 5,666 147,221 Transactions with owners Accretion of interest in a subsidiary – – – – – – 1,400 1,400 Liquidation of a subsidiary – – – – – – (1,061) (1,061) Disposal of subsidiaries – – – – – – 2,258 2,258 Dividends paid for the financial year ended 31 December 2022 (final) 16 – – – – (401,297) (401,297) – (401,297) Dividends paid to non-controlling interests of subsidiaries – – – – – – (51,226) (51,226) Total transactions with owners – – – – (401,297) (401,297) (48,629) (449,926) At 31 December 2023 7,029,889 116,727 (3,089,497) 21,928 1,892,868 5,971,915 1,610,065 7,581,980 FGV Holdings Berhad | Audited Financial Statements 2024 18 Consolidated Statement of Changes in Equity For the financial year ended 31 December 2024
Non-distributable Distributable Share capital Retained Company Note (Note 37) earnings Total 2024 RM’000 RM’000 RM’000 At 1 January 2024 7,029,889 214,327 7,244,216 Profit for the financial year – 705,382 705,382 Other comprehensive income: Item that will not be reclassified to profit or loss – actuarial loss on defined benefit plan – (65) (65) Total comprehensive income for the financial year – 705,317 705,317 Transactions with owners Dividends paid for the financial year ended 31 December 2023 (final) 16 – (109,445) (109,445) Total transactions with owners – (109,445) (109,445) At 31 December 2024 7,029,889 810,199 7,840,088 Non-distributable Distributable Share capital Retained Company Note (Note 37) earnings Total 2023 RM’000 RM’000 RM’000 At 1 January 2023 7,029,889 515,897 7,545,786 Profit for the financial year – 99,785 99,785 Other comprehensive income: Item that will not be reclassified to profit or loss – actuarial loss on defined benefit plan – (58) (58) Total comprehensive income for the financial year – 99,727 99,727 Transactions with owners Dividends paid for the financial year ended 31 December 2022 (final) 16 – (401,297) (401,297) Total transactions with owners – (401,297) (401,297) At 31 December 2023 7,029,889 214,327 7,244,216 19 Statement of Changes in Equity For the financial year ended 31 December 2024
Group Company 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the financial year 323,767 112,442 705,382 99,785 Adjustments for: Taxation 230,561 189,838 1,854 16,159 Zakat 11,474 34,162 – – Depreciation of property, plant and equipment 666,330 661,503 1,268 1,441 Impairment loss on property, plant and equipment (net) 116,822 81,308 – – Property, plant and equipment written off 5,822 9,674 – – Gain on disposal of property, plant and equipment (net) (1,603) (5,142) – – Depreciation of right-of-use assets 84,839 80,318 4,361 4,361 Impairment loss/(reversal of impairment) on right-of-use assets 40,337 (491) – – Depreciation of investment properties 7,075 7,705 882 882 Amortisation of intangible assets 16,193 12,549 1,942 2,883 Impairment loss on intangible assets 4,780 44,683 – – Gain on disposal of assets held for sale – (8,381) – – Loss on remeasurement on asset held for sale – 2,328 – – Reversal of impairment on amounts due from ultimate holding company (1,438) (3,366) – – Impairment loss/(reversal of impairment) on amounts due from other related companies 7,471 (8,272) – 1,287 Impairment loss/(reversal of impairment) on amounts due from subsidiaries (net) – – 9,000 (4,088) Amount due from a subsidiary written off – – – 28 Impairment loss on investment in subsidiaries – – 125,148 15,039 (Reversal of impairment)/impairment loss on contract assets (481) (521) – – Reversal of impairment on amount due from a joint venture (1,335) (3,251) – – Balance carried forward 1,510,614 1,207,086 849,837 137,777 FGV Holdings Berhad | Audited Financial Statements 2024 20 Statements of Cash Flows For the financial year ended 31 December 2024
Group Company 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM OPERATING ACTIVITIES (CONTINUED) Balance brought forward 1,510,614 1,207,086 849,837 137,777 Adjustments for (continued): Gain on liquidation of a subsidiary – (786) – – Loss on disposal of subsidiaries – 2,234 – – Realisation of foreign exchange loss upon liquidation of a subsidiary – 970 – – Realisation of foreign exchange loss upon disposal of subsidiaries – 6,362 – – Loss on disposal of biological assets 895 1,014 – – Biological asset written off 343 79 – – Reversal of impairment loss on receivables (net) (1,855) (2,733) – – Inventories written off 9,535 5,136 – – Allowance for inventories obsolescence 6,948 5,230 – – Share of results from associates 1,903 1,498 – – Share of results from joint ventures (31,681) (24,836) – – Net unrealised foreign exchange (gain)/loss (3,992) 2,668 (463) 294 Dividends from subsidiaries – – (945,292) (199,756) Dividend income from financial assets at fair value through other comprehensive income (3,739) (3,258) – – Finance costs 136,057 125,154 97,847 84,443 Finance income (42,255) (35,123) (3,246) (1,141) Other losses, net 403,724 108,738 – – Fair value changes in biological assets (net) (42,343) 25,885 – – Provision for defined benefit plan 7,575 17,837 142 384 Termination of lease contracts (net) (2,261) 299 – – Provision for asset retirement 4,984 – – – Unwinding of discount for provision for asset retirement 372 418 – – Operating profit before working capital changes 1,954,824 1,443,872 (1,175) 22,001 Statements of Cash Flows For the financial year ended 31 December 2024 21
Group Company 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM OPERATING ACTIVITIES (CONTINUED) Changes in working capital: Inventories (719,947) 723,577 – – Receivables 61,213 252,643 4,810 (4,419) Intercompany (227,665) 241,217 2,670 (28,269) Payables 743,273 (708,589) 12,233 (19,441) Cash generated from operation 1,811,698 1,952,720 18,538 (30,128) Finance income 42,255 35,123 3,246 1,141 Taxation paid (183,578) (397,987) (6,542) (12,282) Zakat paid (11,474) (34,162) – – Tax refunded 5,703 164 3,487 – Retirement benefit paid (7,920) (5,235) (37) (61) Net cash generated from/(used in) operating activities 1,656,684 1,550,623 18,692 (41,330) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (972,915) (969,822) (133) (1,241) Renewal of right-of-use assets (31,188) (25,193) – – Purchase of intangible assets (16,734) (10,349) (13,357) (6,744) Purchase of biological assets (2,043) (2,993) – Additions of financial assets at fair value through other comprehensive income (1,595) (1,997) – – Additions of financial assets at fair value through profit or loss (174,169) (483,674) – – Net cash inflow from disposal of subsidiaries – 103,636 – – Net cash outflow from liquidation of a subsidiary – (526) – – Additional investment in subsidiaries (1,400) – (1,637) (2,032) Additional loans to subsidiaries – – (1,342,000) (1,238,897) Repayment of loans from subsidiaries – – 1,031,562 955,600 Payment for asset retirement (57) (317) – – Proceeds from disposal of property, plant and equipment 3,470 11,800 – – Proceeds from disposal of assets held for sale – 25,063 – – Accretion of interest in a subsidiary by non-controlling interest – 1,400 – – Proceeds from sales of financial assets at fair value through profit or loss 174,082 467,223 – – Proceeds from sales of biological assets 113 649 – – Dividends received from subsidiaries – – 938,292 635,459 Dividends received from joint ventures 25,454 12,325 – – Dividends received from associates 3,397 2,719 – – Dividends received from financial assets at fair value through other comprehensive income 3,739 3,258 – – Net cash (used in)/generated from investing activities (989,846) (866,798) 612,727 342,145 FGV Holdings Berhad | Audited Financial Statements 2024 Statements of Cash Flows For the financial year ended 31 December 2024 22
Group Company Note 2024 2023 2024 2023 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM FINANCING ACTIVITIES Repayment of loans due to ultimate holding company – (331,665) – (331,665) Repayment of loans to a subsidiary – – (822,900) – Drawdown of loans from a subsidiary – – 164,000 150,000 Drawdown of borrowings 10,714,968 10,676,667 500,000 500,571 Repayment of borrowings (10,397,467) (9,969,836) (100,228) (100,000) Payments of lease liabilities (68,688) (57,624) (6,602) (5,528) Repayment of LLA liability (274,261) (300,247) – – Dividends paid to shareholders (109,445) (401,297) (109,445) (401,297) Dividends paid to non-controlling interests (146,066) (51,226) – – Finance expense paid (166,624) (144,345) (85,087) (70,387) Net cash used in financing activities (447,583) (579,573) (460,262) (258,306) NET INCREASE IN CASH AND CASH EQUIVALENTS 219,255 104,252 171,157 42,509 Effect of foreign exchange rate changes (14,126) 21,876 – – CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR 1,523,234 1,397,106 111,176 68,667 CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 35 1,728,363 1,523,234 282,333 111,176 Statements of Cash Flows For the financial year ended 31 December 2024 23
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