MR D.I.Y. - Annual Report 2021
MR D.I.Y. - Annual Report 2021
MR D.I.Y. - Annual Report 2021
WHAT’S INSIDE
ABOUT MR. D.I.Y. FINANCIAL STATEMENTS
Corporate Information 04 Directors’ Report 56
Group Corporate Structure 05 Statement by Directors 62
Financial Highlights 06 Statutory Declaration 62
Independent Auditors’ Report 63
STRATEGIC REPORT Statements of Financial Position 67
Statements of Profit or Loss and
Chairman’s Statement 08 Other Comprehensive Income 68
CEO’s Statement 11 Statements of Changes in Equity 69
Management Discussion & Analysis 16 Statements of Cash Flows 71
Notes to the Financial Statements 73
THE WAY WE ARE GOVERNED
Profile of Board of Directors 24 OTHER INFORMATION
Key Senior Management 26 List of Properties 129
Corporate Governance 27 Analysis of Shareholdings 131
Overview Statement Notice of Annual General 134
Statement on Risk Management 40 Meeting
and Internal Control Statement Accompanying 137
Audit and Risk Management 44 Notice of 11th Annual
Committee Report General Meeting
Nomination and Remuneration 48 Administrative Details 138
Committee Report
Additional Compliance Information 52 Form of Proxy
Directors’ Responsibility Statement 54
ABOUT THIS REPORT
FORWARD-LOOKING STATEMENTS REPORTING STRUCTURE AND FRAMEWORKS
We have used forward-looking statements in this report As a responsible and value-driven organisation, we
which may discuss our future plans, strategies, objectives have endeavoured to present a comprehensive and
and performance. Such forward-looking statements involve transparent assessment of our business, our strategies
known and unknown risks, uncertainties, as well as other and our efforts to incorporate sustainability into
factors that may cause our actual results, performance, everything we do. In line with best practices, we have
achievements, or industry results to be materially different also presented our report in alignment with the Malaysian
from any results that are expressed or implied by these Code on Corporate Governance 2017 (“MCCG”),
statements. the Main Market Listing Requirements (“MMLR”) of
Bursa Malaysia Securities Berhad (“Bursa Securities”),
Such statements are based on numerous assumptions
the Companies Act 2016 (“the Act”) and the Malaysian
regarding our present and future business strategies, and
Financial Reporting Standards.
the environment which we may operate in the future. Such
statements reflect our current view with respect to future
events and do not guarantee future performance. Such
SCOPE AND BOUNDARY
statements can be identified by the use of words such
The report discusses the Group’s financial and
as “may”, “will”, “would”, “could”, “believe”, “expect”,
non-financial performance for the period 1 January 2021
“anticipate”, “intend”, “estimate”, “aim”, “plan”, “forecast”
to 31 December 2021. With regards to our reporting
or similar expressions.
boundaries, we have considered all business operations
The inclusion of such terms should not be regarded as of the Group in Malaysia and Brunei, which consist of
a representation or guarantee by us that such plans and subsidiaries as well as associate operations. In this
objectives will be achieved. report references to “MR. D.I.Y.”, “MR. D.I.Y. Group”,
“the Group”, “the Company” and “we” refer to Mr D.I.Y.
Group (M) Berhad and its subsidiaries and associate
WE APPRECIATE YOUR FEEDBACK
operations. We aim to report on the impact both internal
We truly value feedback and comments on this report. and external factors have on our business performance,
Please contact our Investor Relations team at: material developments, as well as risks or opportunities
that could affect our operations.
investor.query@mrdiy.com
NAVIGATION ICONS
Largest
Capitalisation
of
home improvement retailer in
Malaysia with a RM22.7
38.5% share of the home improvement
billion
as at 31 December 2021
retail market as at 31 December 2021
12,500 employees
investment intiatives
#MRDIYCARES
GROWING FROM STRENGTH
TO STRENGTH
From a single store in 2005, MR. D.I.Y. has
evolved to become a household name
associated with home improvement.
Providing convenience, accessibility and
affordability to all; and meeting the needs
of Malaysians from all walks of life.
4 Mr D.I.Y. Group (M) Berhad
CORPORATE INFORMATION
BOARD OF DIRECTORS
1. DATO’ AZLAM SHAH BIN ALIAS 4. BRAHMAL A/L VASUDEVAN
Independent Non-Executive Chairman Non-Independent Non-Executive Director
100%
waived all their present and future rights, title, interest in
Mr. D.I.Y. (B) Sdn. Bhd. and to all dividends declared, distributed or paid by MDM.
Consequently, the Group has consolidated MDM based on
100% ownership.
6 Mr D.I.Y. Group (M) Berhad
FINANCIAL HIGHLIGHTS
3,373
3,500 900
866
800
3,000
694
2,559
700
636
2,500
2,276
600
530
1,771
2,000 500
371
400
1,500
1,229
300
1,000
200
500 100
FY2017 FY2018 FY2019 FY2020 FY2021 FY2017 FY2018 FY2019 FY2020 FY2021
600 500
586
432
500
458
400
438
337
398
318
400
308
300
300
280
210
200
200
100 100
FY2017 FY2018 FY2019 FY2020 FY2021 FY2017 FY2018 FY2019 FY2020 FY2021
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OTHER
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ANNUAL REPORT 2021 7
SHARE PERFORMANCE
RM
5
4.11
4.00
4 3.94
3.89 3.85 3.80
3.75
3.66 3.67
3.59
3.51 3.53 3.51
3.09
3 2.91
2
Jan 21 Feb 21 Mar 21 Apr 21 May 21 Jun 21 Jul 21 Aug 21 Sept 21 Oct 21 Nov 21 Dec 21 Jan 22 Feb 22 Mar 22
Note:
* Closing share price of the Company on the last trading day of the month.
FINANCIAL HIGHLIGHTS
FY2020 FY2021
2/4 16/4 30/4 12/5 28/5 11/6 25/6 9/7 23/7 6/8 20/8 3/9 17/9 1/10 15/10 29/10 12/11 26/11 10/12 24/12 7/1 21/1 4/2 18/2 4/3 18/3 31/3
Total shareholders’ funds (RM million) 877 1,149
Note:
* Earnings per ordinary share is calculated by dividing the net profit for the financial year attributable to owners of the Company by the
number of ordinary shares as at the end of each respective financial year.
8 Mr D.I.Y. Group (M) Berhad
CHAIRMAN’S STATEMENT
This annual report is our second as a Being responsible for the lives and In FY2021, we conducted our
listed entity. While FY2021 was marked livelihoods of these 12,500 people and company-wide annual employee
by many achievements across our their families is a major responsibility satisfaction survey to gauge employees’
organisation, as a nation we continued and one we take seriously. Despite satisfaction with their current roles
to face the combined impact of the and gained their feedback on matters
the challenges of lockdowns and
COVID-19 pandemic and severe such as workplace conditions, career
movement restrictions, we continued
weather disasters, both of which took development opportunities, as
to focus on developing skills, well as compensation and benefits
their toll on the livelihoods, as well
knowledge, and the health & safety packages. We are pleased to report
as mental and physical wellbeing, of
awareness of our employees, investing that despite the many challenges of
Malaysians.
more than 155,000 hours on external operating under a pandemic-impacted
Through all this, we remain mindful and internal training programmes environment, 85% of our employees
of the faith, trust and responsibility which benefited more than 10,500 reported themselves as being happy
our employees, customers, investors, employees. to be working at MR. D.I.Y.. Kudos
business partners and other to our management team for this
We conducted an extensive review of very commendable outcome. The
stakeholders place in us, and strive, at
our remuneration model, and adjusted survey also serves as a guide for us to
every opportunity, to ensure we live up
formulate action plans that continue
to their expectations and confidence. salaries and benefits to stay ahead
to improve on the wellbeing of our
of inflation, ensuring our employees employees, who are always our top
Here are some of the highlights of continued to be able to meet their priority.
what we did during the year to achieve obligations without sacrificing their
this. CORPORATE SOCIAL
quality of life.
RESPONSIBILITY AND
PEOPLE COMMUNITY ENGAGEMENT
We introduced automation and
MR. D.I.Y. Group is today one of the technology across our operations to Those of you who have been following
largest employers in the country. improve efficiency, reduce manual us for a while know that this is
labour, and mitigate workplace something very close to our hearts and
While that in itself is something to be incidents. Our new robotic warehouse that we have been actively engaged in
proud of, we take even more pride in in Seri Kembangan, Selangor, for many years.
the fact that while many other retail which commenced operations in
networks in the country depend on As is our practice, we continued to find
March 2021, not only resulted in new and meaningful ways to support
foreign labour to man their stores and
improvements in operational efficiency the communities in which we operate,
support their operations, Malaysians
but also improved working conditions, distributing cash and other aid to
make up approximately 90% of
resulting in a happier, more productive communities in need, helping with the
MR. D.I.Y.’s workforce.
team. This advancement also repair and maintenance of children’s
We continue to create new jobs and provided us with the opportunity to homes and schools, the rehabilitation
hire more talents; in FY2021 we saw upskill our warehouse workforce into of public spaces, supporting
a net increase of more than 900 community and environmental
more management and supervisory
initiatives, and national institutions
employees across the organisation. positions. such as the National Zoo.
ABOUT
MR. D.I.Y.
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OTHER
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ANNUAL REPORT 2021 9
Global markets continue to be volatile amidst concerns We would also like to record our gratitude to the various
over the emerging Russia-Ukraine war, rising interest rates regulatory bodies and government agencies who have
from inflation fears, and prevailing COVID-19 cases. The facilitated our continued business expansion, and who have
Malaysian economy however is expected to register a gross worked closely with us through these challenging times.
domestic product (“GDP”) growth of between 5.3%-6.3% To our employees – your passion, commitment and
in FY2022, determined by Bank Negara Malaysia, and in line resilience in the face of adversity have been the backbone
with the International Monetary Fund (“IMF”) and World Bank of our success. Every single day and in a myriad of ways,
projections of 5.7% and 5.8% respectively. you deliver our promise of value to the millions who turn
While we expect challenges in the year ahead, the Group to us to help them navigate the challenges of our times.
remains cautiously optimistic and confident that we have a Terima kasih from all of us.
sound business strategy modelled for growth, a strong and
resilient brand that continues to resonate strongly with the
Malaysian public, and a strong value proposition premised on
our promise of “Always Low Prices” in relevant store formats
DATO’ AZLAM SHAH BIN ALIAS
and at convenient locations nationwide, all of which bode well
31 March 2022
for our future.
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ANNUAL REPORT 2021 11
CEO’S STATEMENT
This annual report for FY2021 comes to you with MR. D.I.Y. Group
having operated a full financial year as a listed entity, after delivering
a successful initial public offering (“IPO”) in October 2020 that saw us
welcome new shareholders from around the world.
Ensuring all of this happens effectively and efficiently, DRIVING OPERATIONAL EFFICIENCIES
despite the challenges of FY2021, were our people, who
continue to drive our business forward every single day. A key learning from the pandemic has been that operational
efficiencies are a critical component of sustainable business
Whether it is introducing new standard operating procedures success. It not only ensures uninterrupted operations, but
(“SOPs”) at retail stores, battling floods to ensure we stay also inspires our teams to respond quickly and decisively to
open for customers, adopting new technologies in our central changing market conditions.
distribution in order to increase the speed of fulfillment,
or reaching out to communities in need across the country, Crucial to the Group’s success has been the use of data
the MR. D.I.Y. team has been the backbone of our business. and analytics, to improve the accuracy of our decisions,
to anticipate market trends and customer needs, and to
In order to enhance the personal and professional optimise inventories. The growth of our average basket
development of our workforce, we continue to invest in size and overall revenue demonstrates that these strategies
upskilling our teams by providing classroom, web-based and continue to gain traction.
on-the-job training. We also make a conscious and determined
effort to employ Malaysian nationals where possible, We continue to invest in technology and automation,
especially as we expand our network across the country. especially in our central distribution. We are now finalising
We recognise that hiring locals has a positive follow-on plans to commit capital for a significant fully-automated
impact on the local community, as it funnels their income central distribution facility, which will automate many
back into the local economy. Today, approximately 90% of functions and support our growth for many years to come,
our workforce comprise of Malaysians. while helping us manage rising manpower and other costs.
14 Mr D.I.Y. Group (M) Berhad
A FOCUS ON Environmental, Social and Malaysia and in line with the IMF and World Bank projections
Governance (“ESG”) of 5.7% and 5.8% respectively. This GDP reflects the
momentum of economic recovery driven by the normalisation
Our Group has always been about doing the right thing. in economic and social activities based on high vaccination
While ongoing corporate social responsibility and community rates, resumption of projects with high multiplier effects,
outreach initiatives have long been part of our business and strong external demand, especially from major
model, we moved in FY2021 to cement and anchor these trading partners. Government and central banks globally
within a more structured and comprehensive ESG framework, have stepped up measures to cushion their economies
with core strategies and initiatives to drive progress against from the devastating effect of COVID-19 recession
each pillar. via ultra low interest rates, large asset purchases and
stimulus packages amounting to trillions of US dollars.
These are outlined in detail in our 2021 Sustainability Report; Despite assurance from central banks that policies will
here however are some highlights. remain accommodative towards robust recovery efforts,
During the year, we set ourselves a high benchmark there is expected to be a tapering of existing support to
for ESG performance, aiming for admittance into the ease inflationary concerns and control the economy from
globally-recognised FTSE4GOOD Index. Thanks to the overheating.
determination and passion of our leadership team, we In this environment, we remain confident that we are on the
achieved this in December 2021, becoming the first home pathway for steady, sustainable growth. It is worth noting that
improvement retailer in Malaysia to do so. The recognition pre-2020, the home improvement sector grew by a robust
is an acknowledgement of our well-embedded efforts to 12.7% per annum. Frost & Sullivan remains bullish on the
sustainably manage our business, and to ensure a positive sector and anticipates that it will grow at 10% per annum over
impact on the communities in which we operate. the next five years.
We have made significant progress in managing our Our market share in the sector has grown considerably over
carbon footprint and diversifying our energy sources. We the years and in FY2021 improved further from 34.2% to
introduced the use of solar energy at one of our distribution 38.5%. A combination of growth in market share and the
centres in Seri Kembangan, Selangor, explored the use of size of the market has allowed us to continue to advance
energy-efficient air conditioning and lighting systems at our our revenue at a compounded rate of approximately 29%
stores, introduced reusable packing and storage solutions between FY2017 and FY2021.
in our distribution centres, and continue to explore the best
versions of energy-efficient equipment across our operations. This is further strengthened by the government’s wisdom in
rolling out an aggressive vaccination campaign, which has
To improve the safety of our employees across our logistics resulted in 97.5% of the total adult population receiving two
and distribution network, we introduced GPS systems in our doses, with a further 46.6% receiving a booster. This has
fleet of vehicles to track journey times vs speed. We are also further contained the spread of COVID-19, putting us on
exploring the use of cameras in vehicles as an added security track for a new normal, and should be especially beneficial to
measure and monitoring tool. retailers, who have been badly affected these past two years.
Our CSR team has been tireless in their efforts this year, The tight global container shipping market which has
continuing to support capacity building in the communities impacted freight costs, the weakness of the Malaysian ringgit
where we operate. In FY2021, we carried out more than 70 against the US Dollar and the Chinese Renminbi, and rising
CSR initiatives to help communities and groups affected by input costs all factored into the cost of goods sold. Again, by
the COVID-19 pandemic, to support students returning to relying on careful and stringent analytics, we have been able
campuses and communities affected by floods and natural to manage this situation in a measured way.
disasters. We also supported environmental cleanup efforts,
forestry preservation via tree replanting activities and brought “Always Low Prices” steadfastly remains our ethos, and
cheer to the less fortunate. we continue to explore new ways to make it resonate with
customers, including introducing a “Price Lock” commitment
Our efforts were driven by what different communities in early FY2022 to help customers navigate rising prices.
needed but had a single commonality – to make a tangible We remain confident that there will come a time when costs
difference to that particular community, and where possible, will come down, which makes the outlook more promising.
to resolve issues that were highlighted by our own staff at the
local MR. D.I.Y. stores. A fine example of our team working All of this has been made possible by our loyal customers
hand-in-hand with the communities in which we operate. whom we truly value. I would like to thank our passionate,
energetic and dynamic leadership team, dedicated colleagues
OUTLOOK AND PROSPECTS and loyal partners, who remain pivotal to our success. I would
like to express my heartfelt thanks for their commitment,
We expect global markets to be volatile amidst concerns over
professionalism and solidarity. With the support from all
the Russia-Ukraine war, rising interest rates from inflation
stakeholders, we remain committed to delivering sustainable
fears and prevailing COVID-19 cases. The war has roiled
and long-term growth, at “Always Low Prices”.
commodity markets, with expectations of higher crude prices
in an already tight energy market and a higher consumer
price index in coming months.
At the time of this report’s printing, the Malaysian economy ONG CHU JIN ADRIAN
is predicted to register a GDP growth of between 5.3% to 31 March 2022
6.3% in FY2022, determined by Bank Negara Malaysia,
ABOUT
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ANNUAL REPORT 2021 15
DRIVING
Long-Term Sustainable Growth
16 Mr D.I.Y. Group (M) Berhad
The Group enjoys a healthy On the back of these precepts, sales grew strongly with the easing of
balance sheet with net pandemic-related restrictions. Revenue for FY2021 rose approximately
gearing ratio of 0.01x. 31.8%, lifted by a strong 1Q2021 and 4Q2021 performance in the absence of
pandemic-related restrictions.
The Group ended the year Gross store growth in FY2021 was 175, net of 9 closures. Of the new stores opened
with 900 stores, by adding approximately 67% were standalone stores which reflects our strategy early in the
a gross 175 new stores, pandemic to focus away from malls in the short-term. Revenue from new stores
net of 9 stores closures opened during the year contributed 9% to overall sales. Despite restrictions on
across its three brands – travel and movement easing in the course of the year, the majority of consumers
MR. D.I.Y./MR. D.I.Y. Express, continued to remain cautious, demonstrating a preference for shopping closer to
MR. TOY and MR. DOLLAR home. The strong unit economics of MR. D.I.Y. stores means we can continue with
– with the majority being our strategy of penetrating wider and deeper into the population. Our decision in
flagship MR. D.I.Y. stores.
FY2021 to introduce the MR. D.I.Y. Express store format provided customers with
The Group’s workforce the convenience and proximity they needed to procure their everyday essentials.
stands at approximately SSSG for the year was at 11.2%, due to a strong rebound in sales following the
12,500 employees, making easing of pandemic restrictions, as compared to the adjusted SSSG for FY2021
us one of the largest which was 0.5%. Adjusted SSSG is computed by excluding any sales generated
employers in Malaysia, with during periods (including the corresponding period) where our stores were
90% of the total workforce temporarily closed as a result of lockdown.
being Malaysian.
Average basket size and total transactions for FY2021 rose 11% and 20%,
In December 2021, the respectively buoyed by higher foot traffic. The Group continued to practice strict
Group was admitted to the data discipline and inventory analysis to ensure relevant products reach the
global FTSE4GOOD Index, market at the right time. This was particularly crucial during this period as the
a series of benchmark Group navigated the volatility of consumer behaviour caused by the pandemic,
and tradable indices for coupled with global supply chain challenges.
Ennvironmental, Social
and Governance (“ESG”) Improving cost efficiencies continued to be a key area of focus, including
investors. optimising headcount at stores and headquarters, ensuring efficient management
of our distribution centres and delivery networks, and leveraging our scale to
secure competitive pricing on goods purchased.
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ANNUAL REPORT 2021 17
The activation of the Group’s first robotic warehouse saw a significant leap in the fulfilment of online orders, reducing average
fulfilment time from two (2) days to just one day, and increasing the number of orders fulfilled in a day by 67%.
To support our store network expansion, talent recruitment continued to be a priority in FY2021. The Group added more than
900 new recruits to its overall workforce, bringing its total people-strength to more than 12,500.
BUSINESS OVERVIEW
900
1000 +110 +113 +126 +141
734
800
593
600
467
354
400
200
0
FY2017 FY2018 FY2019 FY2020 FY2021
The Group continued on its expansion strategy in FY2021. It opened a record gross 175 new stores, net of 9 store closures,
despite the pandemic-related restrictions during 2Q2021 and 3Q2021. These restrictions had resulted in all construction and
fit-out works being stalled for the months of June, July and August 2021.
These new stores comprised 123 MR. D.I.Y./MR. D.I.Y. Express stores, 13 MR. TOY stores and 39 MR. DOLLAR stores.
117 of these were standalone stores while the remaining were in malls.
Total capital expenditure (“capex”) on new stores for the year was approximately RM120.5 million, which translated to an
average RM689,000 per store across the three brands, broadly in line with capex per store of prior years.
46 123 2021
Additions
Consists 13
of the states of
Perlis, Kedah, Consists of the states of
Pulau Pinang, Kelantan, Terengganu,
and Perak. and Pahang.
BRUNEI
CENTRAL SOUTH 6
282 204 2
37 59
Consists of the state Consists of the
of Selangor and the states of Johor,
Federal Territories of Melaka, and SABAH AND
Kuala Lumpur and
Putrajaya.
Negeri Sembilan. SARAWAK
113
Total stores 9
900
in FY2021 Consists of the states of
for Malaysia Sabah and Sarawak, and the
and Brunei: Federal Territory of Labuan.
18 Mr D.I.Y. Group (M) Berhad
Store Breakdown
In FY2021, we focused more on the opening of standalone stores, given the decline in foot traffic to malls due to the pandemic.
The proportion of standalone stores increased from 45% in FY2020 to 49% in FY2021, with a corresponding decline in
mall-based stores. We anticipate this strategy of focusing on standalone stores to continue into FY2022. At the end of FY2021,
our distribution of stores by brand comprised 797 MR. D.I.Y./MR. D.I.Y. Express, 50 MR. TOY and 53 MR. DOLLAR.
455 406
MR. D.I.Y./MR. D.I.Y. Express MR. TOY MR. DOLLAR Retail Mall-Based Stores Standalone Shopfront Store
PERFORMANCE OVERVIEW
Revenue
Revenue for the financial year under review increased by 31.8% to RM3.4 billion, compared to RM2.6 billion in FY2020.
The Group’s performance in 1Q2021 and 4Q2021 were strong, but was affected during 2Q2021 and 3Q2021 due to the
continued lockdown measures that were imposed by the government around the country in June 2021, following a nationwide
surge in the number of COVID-19 cases. These lockdown measures stayed in place throughout July and included restrictions
on the sale of non-essential items, which in particular impacted revenue for MR. TOY. These restrictions were gradually
relaxed by the Government towards the end of September, and the Group recovered strongly in 4Q2021.
The average basket size increased from RM26.2 in FY2020 to RM29.0 in FY2021, largely attributed to shifts in consumer
buying behaviour favouring value brands, increased spending on personal protective essentials and back to school equipment
as schools and universities opened nationwide, and improvements to the product range. Total transactions in 2021 increased
to about 115 million compared to more than 95 million in FY2020. As a result of this, SSSG for the year rose 11.2%.
30
26.2
95.8
100
20
0%
50
10
- 6.9
0 0 -10%
FY2020 FY2021 FY2020 FY2021 FY2020 FY2021
From a product perspective, the household & furnishing categories continued to be the mainstays at 39.6%, driven by higher
sales of pandemic essentials and other household products. All other categories were relatively unchanged.
MR. D.I.Y.’s range of white label and in-house products saw strong growth, as the market continued to demonstrate a
significant shift to value purchases and with our MR. D.I.Y.-branded products increasingly better known for their reliability,
efficacy and accessible price points. The Group will be looking to increase this range in the coming years in response to
customer demand.
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ANNUAL REPORT 2021 19
39.5%
Household & Furnishing
39.6%
17.7%
Hardware
17.9%
10.2%
Electrical
10.7%
7.4%
Stationery & Sports
6.3%
25.2%
Others
25.5%
FY2020 FY2021
The Group sells third-party branded products including reputable brands such as Phillips, Faber-Castell, WD-40 and
Energizer, but also partners with global manufacturers to create white label products that carry the ‘MR. D.I.Y.’ or ‘MR. D.I.Y.
Premium’ brands.
While most of the products sold at the Group’s stores are predominantly third-party, MR. D.I.Y.’s white label products
offer customers a higher price-to-quality value proposition compared to third-party branded products. This has been
well-received by customers, reflected in the sales growth of white-label products from 17.2% in FY2020 to 38.7% in FY2021.
Third-party branded products made up the respective balances. Going forward, the Group will continue to evaluate the
introduction of more such white-label products.
The Group’s procurement primarily consists of product inventory for its own stores, mainly sourced from end suppliers,
manufacturers and distributors in Malaysia and other countries. Imported products decreased from 71.6% in FY2020 to
70.6% in FY2021, with products sourced locally increasing from 28.4% in FY2020 to 29.4% in FY2021. Imported products
remain an important aspect of the Group’s merchandising strategy.
In a significant COVID-19 related development, MR. D.I.Y. received distributor certification from Malaysia’s Medical Device
Authority (“MDA”) to distribute COVID-19 test kits in November 2021. This proved to be a significant sales contributor,
as Malaysia continued to implement mandatory testing at workplaces, schools and for travel.
29.4% 28.4%
38.7%
70.6% 71.6%
13.2%
865.5
1,391.9
431.8
2,559.3
1,091.5
694.2
FY2020 FY2021 FY2020 FY2021 337.2
FY2020 FY2021 FY2020 FY2021
On the strength of revenue growth, the Group recorded strong KEY BALANCE SHEET MATTERS
YoY growth across all key metrics – GP, EBITDA and PAT.
FY2020 FY2021
GP improved by 27.5%, EBITDA by 24.7% and PAT by
28.1% respectively. GP margin, meanwhile, was 1.3 (RM (RM Variance
percentage points (“p.p.”) lower at 41.3% compared to million) million) (%)
42.6% in FY2020, mainly due to higher manufacturer’s input Total Assets 2,253.0 2,700.6 19.9
cost and freight costs. EBITDA margins were also lower,
corresponding to the lower GP margin. Similary, PAT margin Total Liabilities 1,376.3 1,551.4 12.7
was also affected by lower GP margin, partially offset by
lower interest expense following our equity capital raising Total Equity 876.7 1,149.2 31.1
and the absence of listing expenses relating to our IPO
in 4Q2020. Total Liabilities & Equity 2,253.0 2,700.6 19.9
The Group’s other operating income rose to RM23.0 million, For the financial year under review, the Group’s total assets
mainly comprising accretion of discount from security and rose to approximately RM2.7 billion mainly due to an increase
utility deposits on leases of RM6.2 million, rent concessions in right-of-use assets (+RM177.9 million), property, plant
of RM3.7 million in relation to stores during the lockdown
and equipment (+RM94.9 million) and inventories (+RM58.9
period, and management fees of RM6.0 million.
million), in line with the increase in the total number of
Administrative and operating expenses increased by stores. Inventory turnover days were slightly lower due to
13.8% and 34.4% YoY respectively, largely attributed to higher sales.
business expansion that resulted in an increase in staff costs,
marketing and promotional activities, and depreciation of The Group’s total liabilities rose to RM1.6 billion mainly
right-of-use assets. attributed to higher lease liabilities and in line with our
business expansion activities. Net gearing ratio improved to
While revenue from MR. D.I.Y. stores grew in FY2021 driven by
0.01x versus 0.20x in the prior year, mainly due to repayment
growth in average revenue per store and new store openings,
of borrowings, and increased cash and bank balances. Total
revenue for MR. TOY stores saw a drop mainly due to the
lockdown from June to August, which placed restrictions shareholder equity increased by 31.1% to RM1.1 billion.
on the sale of non-essential items. MR. TOY rebounded
from these restrictions and saw improvements in sales FY2020 FY2021
post-lockdown, with monthly average revenue a store
increasing from RM78,000 in 1Q2021 to RM126,000 in Trade Payable Turnover Days 8 days 8 days
4Q2021, which bodes well for performance going forward.
Trade Receivable Turnover Days 0 days* 0 days*
We currently have 50 MR. TOY stores nationwide.
Our dollar-store offering, MR. DOLLAR, continued to attract Inventory Turnover Days 148 days 133 days
interest from consumers given the growing preference
* less than a day
for value brands. In 4Q2021, MR. DOLLAR recorded a
high monthly average revenue per store of RM178,000,
a positive indicator of things to come. To date, we have 53
MR. DOLLAR stores nationwide.
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ANNUAL REPORT 2021 21
NET CASH FROM NET CASH USED IN NET CASH USED IN CASH & CASH
OPERATING ACTIVITIES INVESTING ACTIVITIES FINANCING ACTIVITIES EQUIVALENTS
(RM million) (RM million) (RM million) (RM million)
650.8
(396.3)
175.9
(328.2)
(143.5)
(117.5)
385.2
64.8
FY2020 FY2021 FY2020 FY2021 FY2020 FY2021 FY2020 FY2021
The Group’s cash flow remained strong, with net operating cash flow rising to RM650.8 million despite the disruptions
caused by the pandemic. Interest expense decreased YoY primarily due to repayment of borrowings. This was partially
offset by higher lease liabilities as a result of the increase in the number of stores. Cash and cash equivalents as of FY2021
were higher, in line with the increase in revenue.
Photo credit: Norfatin Nasuha Binti Mohd Fazli, MR. D.I.Y. Pusat Perdagangan Alam Jaya Puncak Alam
Optimising Resource Consumption equipped with 23 programmable robots that are able to fulfil
online purchases faster compared to the manual system,
MR. D.I.Y.’s recent inclusion in the global FTSE4Good Index resulting in a 67% increase in operational efficiency. The
is an acknowledgement of our well-embedded efforts and distribution centre operations fulfilled more than 249,000
commitment to sustainably manage our business. orders in FY2021.
A key part of this initiative is to reduce energy utilisation There was a 93.9% uplift of E-commerce monthly sales from
across our retail and logistics operations. In FY2021, May through to August 2021 due to movement control orders.
we rolled out the use of energy-efficient systems in stores, Transaction volume increased to an average of 30,000 per
which will in turn unlock cost benefits and help mitigate our month during these three months as compared to the usual
carbon footprint. Going forward, the Group is exploring the 16,000 per month. As the distribution centre is equipped
installation of solar panels at our headquarters, distribution with robotic picking, the spike of order volume was
centres, and also government policy benefits that can be manageable and orders were fulfilled with no critical backlog.
derived from the utilisation of energy-efficient air-conditioning
systems under the government’s MyHijau programme. The Group’s central distribution centre, comprising 13
closely-located facilities totalling over 700,000 sq. ft. in
For more information on the Group’s efforts to limit its impact on the
Balakong, Seri Kembangan and Port Klang, Selangor, serve
environment, please turn to page 23 of the Sustainability Statement
to efficiently receive deliveries, record and store inventories,
in this report, as well as the MR. D.I.Y. Group Sustainability Report
plan distribution routes and maintain the Group’s fleet of
2021 report on our website.
delivery trucks.
Growing E-commerce We also expanded our partnerships with e-wallets and
Our E-commerce business continues to show steady e-marketplaces, in tandem with the growth of these
improvements, albeit from a relatively low base. channels. In July 2021, we partnered with Touch ’n Go
e-wallet to introduce a DIY storefront on its app, which ran
The Group’s new robotic distribution centre in Seri promotions and incentives for shoppers. And in December
Kembangan, Selangor commenced operations in March 2021, we partnered Shopee Singapore, which allowed us
2021, which marked a milestone for the Group in the area to ship cross-border to Singapore. Sales contributions from
of automation. The 65,000 sq. ft. distribution centre is these two new platforms are small but they have opened up
new customer segments.
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ANNUAL REPORT 2021 23
RISKS
A focus on ESG matters, in particular where
As with any business, the Group is exposed to some risks,
mainly operational disruptions and changes to consumer ESG they impact our people, the communities in
which we operate, the environment and the
spending. long-term sustainability of our business
Operational disruptions can range from temporary closures
of individual stores due to facility issues or as in the case
of December 2021, due to floods and weather-related
disasters which disrupted the operations of some stores, In December 2021, MR. D.I.Y. was admitted to the respected
and impacted some of our employees’ ability to reach their global FTSE4Good Index – an acknowledgement of our
workplaces. well-embedded efforts to sustainably manage our business
and to ensure a positive impact on the communities in which
The COVID-19 pandemic also resulted in the forced we operate. This recognition, along with this year’s results,
closure of retail outlets due to movement control orders. put us on track for steady, sustainable and predictable
Early on in the pandemic, the Group was recognised as an growth, and we are confident it will cement our position as
essential retail service by the regulatory authorities and has Malaysia’s leading home improvement retailer.
been allowed to operate as usual, thus mitigating this risk.
24 Mr D.I.Y. Group (M) Berhad
Corporate Governance
Overview Statement
The Board of Directors This Corporate Governance Overview Statement (“CG Overview”) provides a
(“Board”) of Mr D.I.Y. Group summary of the Company’s corporate governance practices and approach during
(M) Berhad is accountable the financial year ended 31 December 2021 (“FY2021”) in accordance with the
Principles and Best Practices of the MCCG as follows:-
and responsible for the
overall management and
business affairs of the Group,
including ensuring that Principle Board Leadership and Effectiveness
an appropriate corporate A
governance structure is in
place and practiced to protect
the interests of the Group Principle
Effective Audit and Risk Management
and to create, protect and
enhance shareholders’ and B
other stakeholders’ values,
Integrity in Corporate Reporting and
thus ensuring the long-term Meaningful Relationship with Stakeholders
Principle
sustainability of the Group.
C
The Group is committed to upholding
good corporate governance and
integrity practices by adhering to
This statement is prepared in compliance with Paragraph 15.25 of the Main
the best practices as prescribed by Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad
the Malaysian Code on Corporate (“Bursa Securities”). The Corporate Governance Report 2021 (“CG Report”),
Governance 2021 (“MCCG”) and Bursa accessible on the corporate website at www.mrdiy.com and Bursa’s website at
Malaysia’s Corporate Governance www.bursamalaysia.com, provides a detailed explanation on how the Company
Guide. This includes the adoption has applied each of the Practices as set out in the MCCG during the FY2021,
of several policies, amongst others, and the explanation for departures including any alternatives measures taken to
the Anti-Bribery and Corruption achieve the intended outcome.
Policy, Gifts and Entertainment
In its deliberation and review, the Board considers that the Company has
Policy, Sanctions Policy, Conflict of substantially complied with the Practices under the MCCG throughout the FY2021
Interest Policy, Code of Business except for one (1) Practice as disclosed in the CG Report which should be read
Ethics, Vendor Code of Conduct, and together with this statement.
Whistleblowing Policy.
Board Leadership
The Board is collectively responsible for determining and leading the strategic direction, as well as overseeing the overall
management and business affairs of the Group to achieve long-term growth and build a sustainable business. The Board also
provides effective oversight over the conduct of the Group’s businesses, ensures appropriate risk management and internal
control systems are in place, and regularly reviews such systems to ensure their adequacy, integrity and effectiveness.
The Board assumes, amongst others, leadership, due care and fiduciary duties as governed by the Constitution of the
Company, the Companies Act 2016 (“Act”), the MMLR of Bursa Securities, MCCG, Board Charter and other relevant laws,
rules and regulatory guidelines in discharging its duties and responsibilities as follows:-
(a) set the corporate values and promote a good corporate governance culture within the Group, which reinforces ethical,
prudent and professional behaviour and ensures that its obligations to shareholders and other stakeholders are met;
(b) review, challenge and decide on proposals put forward by the Management for the Company, and monitor its implementation
by Management;
(c) review and oversee the implementation of the strategic business plan of the Group to ensure that it supports
long-term value creation and promotes sustainability, taking into consideration the economic, environmental and social
considerations;
(d) oversee the conduct of the Group’s business and operations to ensure that the businesses are being properly managed;
28 Mr D.I.Y. Group (M) Berhad
Corporate Governance
Overview Statement (CONT’D)
(e) review and ensure the adequacy and integrity of the internal controls and management systems of the Group, including
systems for compliance with applicable laws, regulations, rules, directives and guidelines;
(f) identify the principal risks of the business of the Group and recognise that the business decisions involve the taking of
appropriate risks;
(g) set the risk appetite within which the Board expects the Management to operate and ensure that there is an appropriate
risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial
risks;
(h) ensure that all members of the Board and the Management team are of sufficient calibre, including having in place a
process to provide for the orderly succession of the Board and the Management team;
(i) ensure that the Company has in place the appropriate corporate disclosure procedures to ensure effective communication
with its shareholders and other stakeholders;
(j) ensure that all members of the Board are able to understand financial statements and form a view on the information
presented; and
(k) ensure the integrity of the Company’s financial and non-financial reporting.
Board Committees
To assist the Board in fulfilling its duties and responsibilities, the Board has established three (3) Board Committees and
delegated some of its functions to these Board Committees, which operate within their respective defined Terms of Reference
(“TOR”) as provided in the Board Charter. The governance structure of the Board is as follows:
Board of Directors
Setting and leading the strategic direction of the Group, as well
as overseeing its overall management and business affairs to ensure long-term growth and sustainability.
Audit and Risk Management Nomination and Remuneration Corporate Responsibility Committee
Committee (“ARMC”) Committee (“NRC”) (“CRC”)
Assists the Board primarily in the areas Assists the Board on matters relating to Assists the Board in overseeing
of the financial reporting, system of the selection and performance assessment the Corporate Social Responsibility
risk management and internal controls, of Directors, remuneration policy of framework, primarily in environmental
review of related party transactions, Directors and KSM, succession planning and social aspects, as part of the
conflict of interest situations, ensures of Directors, and the Employees’ Share Group’s sustainability efforts.
compliance with laws, regulations, and Option Scheme (“ESOS”).
Whistleblowing Policy and Procedures,
and the sustainability considerations of
the Group.
The TOR which clearly set out the fundamental responsibilities and delegation of authority by the Board to the Board
Committees, are embedded in the Board Charter and published on the corporate website at www.mrdiy.com.
The respective Board Committees report to the Board with their proposals, deliberations and recommendations. However,
the ultimate responsibility for decision-making lies with the Board. The Board is kept apprised of the activities of the Board
Committees through the tabling of the minutes of the Board Committees’ meetings to the Board on a quarterly basis.
The Board is updated on matters requiring the attention and approval of the Board by the Board Committees.
Details of activities undertaken by the ARMC and NRC during the FY2021 are set out in the ARMC Report and NRC Report
respectively on pages 44 to 51 of this Annual Report 2021.
Promoting Sustainability
The ARMC is entrusted by the Board to provide oversight on managing sustainability strategically, including integrating
sustainability considerations into the operations of the Group, by ensuring the effective identification, management and
reporting of material sustainability matters affecting the economic, environmental, social and governance aspects of the
Group’s business towards the achievement of the Group’s sustainability goals.
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ANNUAL REPORT 2021 29
A Sustainability Committee was established in March 2021 comprising 10 members from 10 key sustainability-related
Departments, is tasked with overseeing the management processes and strategies designed to manage the impact of the
Group’s operations on economic, environmental, social and governance factors.
A designated representative from the Sustainability Committee provides the ARMC and the Board an update on the progress
of sustainability initiatives and the achievement against targets set on a half-yearly basis.
A detailed report relating to the Group’s sustainability strategies, priorities and targets as well as achievements against these
targets is set out in the Sustainability Report 2021.
The roles of the Chairman and the CEO are distinct and separate, and are held by different individuals, to ensure there is
a balance of power and authority, such that no one individual has unfettered powers in Board discussions and decision-
making. Dato’ Azlam Shah Bin Alias is the Chairman of the Board, while the CEO position is held by Ong Chu Jin Adrian.
The Chairman of the Board is primarily responsible for the orderly conduct and function of the Board, instilling good corporate
governance practices, leadership and ensuring the effectiveness of the Board.
(a) Providing leadership to the Board, and overseeing the Board in the effective discharge of its fiduciary duties;
(b) Setting the agenda for Board meetings, and ensuring efficient and effective conduct of Board meetings;
(c) Ensuring that complete and accurate information is provided to Board members in a timely manner to facilitate
decision-making;
(d) Leading Board meetings, encouraging active participation, and allowing dissenting views to be freely expressed;
(e) Promoting constructive and respectful relations between Board members, and managing the interface between Board
and Management;
(f) Ensuring that appropriate steps are taken to provide effective communication with stakeholders and that their views are
communicated to the Board as a whole; and
(g) Leading the Board in establishing and monitoring good corporate governance in the Company.
The CEO is responsible for spearheading the business through effective implementation of the Group’s strategic plan and
policies which have been established and approved by the Board for the purpose of running the business and the day-to-day
management of the Group, within the authority delegated by the Board.
The primary roles of the CEO are strategy development, implementing, monitoring and tracking; business development;
compliance with regulations; performance management; human resources management; risk management; and stakeholder
management.
In executing the delegated authority from the Board, the CEO is supported by the Key Senior Management (“KSM”) to ensure
operational optimisation and efficiency.
Following the recommendation of Practice 1.4 of the MCCG, the Chairman of the Board has, on 21 December 2021, resigned
as a member of the ARMC to avoid the risk of self-review which may impair the objectivity of the Chairman and the Board
when deliberating on the observations and recommendations put forth by the ARMC. This will ensure check and balance as
well as objective reviews by the Board.
The Board is supported by our Company Secretary, Wong Mun Sin, who is a Chartered Secretary from The Institute
of Chartered Secretaries and Administrators (ICSA), United Kingdom and an Associate Member of the Malaysian
Institute of Chartered Secretaries and Administrators (“MAICSA”). She is also qualified to act as a Company Secretary under
Section 241 of the Act.
The Company Secretary plays an advisory role to the Board and supports the Board on governance-related matters, Board
policy and procedures, ensures adherence to relevant statutory and regulatory requirements, and advocates adoption of
corporate governance best practices.
30 Mr D.I.Y. Group (M) Berhad
Corporate Governance
Overview Statement (CONT’D)
The Company Secretary manages the processes and attends all Board, Board Committees’ and shareholders’ meetings,
ensures the meetings are properly conducted according to applicable rules and regulations, and that all deliberations and
decisions made in meetings are accurately minuted and recorded. The Company Secretary also ensures proper upkeep of
all statutory records of the Group, and facilitates the communication of key decisions and policies between the Board, Board
Committees and key management staff.
In addition to the above, the Company Secretary arranges and facilitates the induction training for new Directors, and the
continuous training and development of Directors.
The Company Secretary continuously attends relevant professional development and training programmes to keep herself
abreast of regulatory changes and corporate governance developments.
The Board also has access to any form of independent professional advice, information and services of the Company
Secretary, if and when required, in carrying out its functions.
The Board meets on a quarterly basis to review the business, operational and financial performance of the Group. Additional
meetings are convened, as and when necessary, to deliberate on matters requiring decisions or approval by the Board.
Directors may participate at meetings physically or via video conferencing as allowed under the Constitution of the Company.
Board and Board Committees’ meetings for the whole year are scheduled in advance and the agenda for the meetings is
planned and set before the commencement of each financial year.
Notices of the Board and Board Committees meetings are issued to Directors at least ten (10) days prior to the meetings
via electronic mail or by any electronic means of telecommunication in permanent written form so that the Directors are
provided with sufficient time to review and consider the matters to be deliberated, for an effective discussion and informed
decision-making at the meetings.
The meeting materials are accessible online, through a collaborative software which allows the Directors to securely access
and refer to the meeting materials electronically anytime and anywhere at their convenience. Meeting materials are reviewed
and endorsed by the CEO prior to circulation to the Directors to ensure it contains comprehensive and accurate information
required for Directors to make informed decisions in the best interests of the Company. Relevant key management staff are
invited to attend meetings to brief the Board/Board Committees on the meeting materials.
The Board have direct access to key management staff and have unrestricted access in a timely manner to all information
pertaining to the Group to facilitate them discharging their duties effectively. The Board is also entitled to obtain independent
professional advice at the cost of the Company to assist them in carrying out their duties.
Draft minutes of meetings are produced and circulated in a timely manner to all members of the Board after the meetings. The
minutes include recordings the meeting proceedings, the tabling of pertinent issues, the substance of deliberations, inquiry
and response, as well as any significant concerns, relevant suggestions and decisions made, including abstention by any
Director from deliberating and voting on a specific matter, as well as the rationale behind those decisions.
The final minutes of meetings are tabled for confirmation at the subsequent Board/Board Committees’ meeting. The minutes
of Board Committees’ meetings are tabled for the Board’s notation at quarterly Board meetings, so as to keep the Board
abreast of the deliberations and decisions made by the Board Committees.
Decisions of the Board may also be sought by way of Directors’ Written Resolutions for matters which are administrative in
nature, where appropriate, and the same are tabled to the Board at the quarterly Board meeting for notation.
Board Charter
The Board has adopted a Board Charter which sets out the purpose, processes, authority, roles and responsibilities, and
composition of the Board and Board Committees with the aim of enhancing corporate governance practices to ensure
accountability, transparency, sustainability and to enhance business integrity.
The Board Charter also sets out the roles and responsibilities of the Chairman, Executive Directors (“ED”), Independent
Directors and Non-Independent Non-Executive Directors (“NINED”).
The Board Charter was established pursuant to the provisions of the Act, the Constitution of the Company, the MMLR of
Bursa Securities, MCCG and any other applicable law or regulatory requirements.
The Board reviews the Board Charter from time to time and makes amendment thereto, where necessary, to ensure that the
Board Charter remains relevant and in line with the Board’s objectives and changes to current laws and practices. The Board
Charter was reviewed and last updated on 5 August 2021.
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ANNUAL REPORT 2021 31
Code of Ethics
The Board is guided by the Directors’ Code of Ethics which is embedded in the Board Charter to act in good faith and in the
best interests of the Company, and to observe the highest standards of corporate governance at all times by adhering to the
general principles of integrity, objectivity, accountability, openness, honesty and leadership.
The Group also adopted a Code of Business Ethics which signifies the Group’s commitment to the highest ethical standards
and laws in its day-to-day business operations, and serves as a guide to appropriate conduct to be adhered to by the
employees of the Group. Our business partners are also strongly encouraged to act consistently with the Code of Business
Ethics when dealing on behalf of the Group and/or in collaboration with the Group.
The Code of Business Ethics defines the Group’s standards and expectations related to ethical business and serves as
a guide to appropriate conduct covering data protection and use of Company’s data, the confidentiality of information,
protection and proper use of Company assets, insider trading and money laundering.
The success of the Group is dependent on the trust and confidence earned from its employees, customers and shareholders.
The Group has gained credibility by upholding its commitments, displaying honesty and integrity, and achieving its goals
solely through honourable conduct.
The Group adopted a WB Policy as a commitment to the highest form of integrity and accountability in the course of its
business.
The Board aspires to create a culture of openness and responsibility in conducting its business. In line with this view, the
Board undertakes to provide an avenue for all the employees, third parties and members of the public (“Whistleblowers”) to
disclose any real or suspected corrupt incidents or misconduct involving the Group.
The WB Policy aims to facilitate all Whistleblowers in their disclosure of any misconduct through a proper channel.
A Whistleblower may lodge his/her complaint/allegation on bribery, corruption or any misconduct by writing to the Whistleblowing
Unit or by completing the Whistleblowing Form and emailing it to the Whistleblowing Unit at my.whistleblower@mrdiy.com.
All Whistleblowers, provided that the complaint/allegation is made in good faith and with reasonable belief, will be afforded
the protection of confidentiality of identity to the extent practicable. Retaliation of any kind against any Whistleblower who
makes a report in good faith and with reasonable belief and/or cooperates with any investigation will not be tolerated.
Any staff engaging in retaliatory conduct may be subjected to disciplinary action which may include termination.
Our Group observes a zero-tolerance position against all forms of bribery and corruption, and is committed to conducting
all its business dealings with the highest standards of ethics and integrity, avoiding practices of bribery and corruption of
all forms in its daily operations. The Board expects the same commitment from the staff, business associates and any third
parties that the Group has dealings with.
Following the implementation of the corporate liability provision involving commercial organisations under Section 17A of the
Malaysian Anti-Corruption Commission Act 2009 which was enforced on 1 June 2020, the Group adopted the ABC Policy
which elaborates and provides guidance to whom the policy applies on how to address improper solicitation, bribery and
other corrupt activities and issues that may arise in the course of business.
The ABC Policy is intended to provide information and guidance on how the Group combats bribery and corruption as to the
standards of behaviour that have to be adhered to in furtherance of the Group’s commitment to lawful and ethical behaviour
at all times.
The Board is committed to maintaining the highest ethical standards of governance. The Directors and all employees are
expected to conduct themselves with integrity, impartiality and professionalism at all times, and to avoid any conflict of
interest that may arise in the performance of their duties.
In order to protect the employees, shareholders and other stakeholders against conflict of interest, the Board has established
and adopted the COI Policy and a declaration procedure aimed at managing actual, potential and perceived conflict of
interest, clearly stating the principles with which the Group approaches any such situations.
32 Mr D.I.Y. Group (M) Berhad
Corporate Governance
Overview Statement (CONT’D)
All Directors and employees of the Group are responsible for identifying and managing conflicts of interest on an ongoing
basis and are required to:-
a) Comply with the COI Policy, and other applicable policies and guidelines relating to the identification, documentation,
escalation and management of conflicts of interest;
b) Act with objectivity, integrity and independence, and exercise sound judgement and discretion;
c) Avoid, wherever possible, situations giving rise to conflicts of interest as described in the COI Policy; and
d) Immediately declare the conflict of interest in accordance with the COI policy, abstaining from the decision-making
process and not seeking to influence such decisions any further.
During the FY2021, the Group adopted a Vendor Code of Conduct which aims to conduct its business in an ethical and
socially responsible manner, in compliance with applicable laws and regulations.
The VCC shall apply to all vendors including suppliers, contractors, consultants, agents of the Group, and any person(s)
appointed by them in any capacity to deliver the goods or perform any part of the services, including their employees, agents,
suppliers and sub-contractors (“Vendors”). The Vendors are expected to comply with this VCC when engaging with the Group
and throughout its conduct of business with the Group.
The VCC establishes a set of obligations and standards on business and ethical practices, as well as the professional
conduct expected of all Vendors engaging or working with the Group, which covers the following:-
(i) Quality and safety of products sold to the Group;
(ii) Vendor workplace standards including Occupational Health and Safety, no forced labour, no child labour, fair treatment,
no discrimination, working hours, wages, benefits and freedom of association of employees;
(iii Operate responsibly environmentally;
(iv) Adherence to COI Policy;
(v) Compliance with ABC Laws;
(vi) Non-infringement of Intellectual Property rights; and
(vii) Confidentiality of information.
The Board Charter, Directors’ Code of Conduct, COBE and all the above-mentioned policies are published and accessible on
the corporate website at www.mrdiy.com.
Skill sets
CG, Risk Management & Internal Controls, Sustainability 97% Information Technology 83%
Audit, Accounting, Financial Reporting & Taxation 87% Production & Quality Assurance 90%
14% 14%
Corporate Governance
Overview Statement (CONT’D)
Annual Board Effectiveness Evaluation
The NRC is entrusted by the Board to review the performance and effectiveness of the Board and Board Committees,
including individual Directors, and the independence of the INEDs, annually, with the assessment report, together with a
report on the Board balance covering the required mix of skills, qualifications, experience and other qualities of Board
members, be tabled to the Board for discussion.
The assessment results from the Board effectiveness evaluation form the basis of the recommendation by the NRC to the
Board for the re-election and/or re-appointment of Directors and Board Committee members, as well as to facilitate further
development of the Board and Board Committees.
An online annual assessment of the effectiveness of the Board, Board Committees, individual Directors including independence
of the INEDs in respect of the financial year under review was conducted via self-assessment and peer assessment, facilitated
internally by the Company Secretary. The assessment results and responses were tabled to the NRC and Board for review.
Details of the annual assessment, areas/criteria of assessment used and the results of assessment are as set out in the Corporate
Governance Report 2021 issued together with this Annual Report 2021.
The NRC was satisfied with the effectiveness of the Board, Board Committees, and individual Directors, including independence
of the INEDs based on the annual assessment conducted, and recommended the same to the Board for consideration.
The Board, after due consideration, was satisfied and affirmed that the Board, Board Committees and individual Directors
including the INEDs had discharged their duties and responsibilities responsibly. The expectation or areas of improvement
identified by the Board are that INEDs are expected to remain robust in probing feedback especially in non-financial areas.
The ARMC is also expected to focus particularly on the areas of risk management, sustainability/Environment, Social and
Governance (“ESG”), cyber security and fraud risk management.
The Board endeavours to undertake a periodic board evaluation facilitated by a professional, experienced and independent
party at least every three years to ensure greater objectivity to the assessment, by providing unbiased perspective of the
Director’s performance and his/her ability to contribute effectively to the Board.
Fostering Commitment
The Board meets at least four (4) times in a financial year, with additional meetings convened as and when necessary.
The Board and Board Committees’ meeting schedule for a new financial year is prepared and circulated in advance to the
Board before the commencement of the new financial year to facilitate Directors’ time planning.
Each Director is required to attend at least 50% of the total board meetings held during the year. Directors may attend Board
meetings physically or via telephone, video, or other electronic communication facilities as allowed under the Constitution
of the Company, which permit all persons participating in the meeting to communicate with each other simultaneously and
instantaneously, in which event such Director shall be deemed to be present at the meeting.
A total of six (6) Board meetings were held during the FY2021, via virtual or hybrid means, in view of the movement control
order amid the COVID-19 pandemic during the year under review. The Board is satisfied with the level of time commitment
given by the Directors towards fulfilling their roles and responsibilities as Directors of the Company.
During the financial year under review, the attendance of the Directors in Board and Board Committees’ meetings are as
follows:
As stipulated in its Board Charter, each Director shall not hold more than five (5) directorships in listed companies or such
other limit as prescribed by the MMLR of Bursa Securities. Before accepting any new directorship, Directors shall notify the
Chairman of the Board, the notification of which shall include an indication of time that will be spent on the new appointment.
The Board is satisfied that the present directorships in external organisations held by our Directors do not give rise to any
conflicts of interest nor impairs their ability to discharge their responsibilities as Directors of the Company.
Directors’ Training
In order to enhance the skills and knowledge of Directors to effectively discharge their duties and responsibilities, Directors
continuously attend various seminars, workshops, conferences and other training programmes to keep themselves abreast
of developments in the industry, market outlook, competitive landscape and changes to the regulatory requirements.
The training and development programmes conducted internally or externally, and participated by each of the Directors
during the financial year under review are as follows:
Dato’ Azlam • Managing Recurrent Related Party Transactions 9-10 February 2021
Shah Bin Alias • MIA’s Audit Committee Conference 2021 15 & 16 March 2021
• Briefing by BDO PLT on Overview of Integrated Reporting 30 April 2021
• Key Disclosure Obligations of Listed Company 28-31 May 2021
• Implementing Amendments in the MCCG 1 June 2021
• Forum Speaker (University Malaya Academia-Community Engagement 14 September 2021
(UMACE) 2021 International Conference
• Understanding Board Decision Making Process 12-13 October 2021
• Fraud Risk Management Workshop 10 December 2021
TAN YU YEH • Mandatory Accreditation Program for Directors of Public Listing 18-20 January 2021
Companies
• Managing Recurrent Related Party Transactions 9-10 February 2021
• Briefing by BDO PLT on Overview of Integrated Reporting 30 April 2021
• Key Disclosure Obligations of Listed Company 28 & 31 May 2021
ONG CHU JIN • Mandatory Accreditation Program for Directors of Public Listing 18-20 January 2021
ADRIAN Companies
• Managing Recurrent Related Party Transactions 9-10 February 2021
• Briefing by BDO PLT on Overview of Integrated Reporting 30 April 2021
• Key Disclosure Obligations of Listed Company 28 & 31 May 2021
36 Mr D.I.Y. Group (M) Berhad
Corporate Governance
Overview Statement (CONT’D)
Director Courses/Seminar/Training/Conference Date
• Mandatory Accreditation Program for Directors of Public Listing 18-20 January 2021
Companies
• Managing Recurrent Related Party Transactions 9-10 February 2021
• MIA’s Audit Committee Conference 2021 15 & 16 March 2021
NG ING PENG • Briefing by BDO PLT on Overview of Integrated Reporting 30 April 2021
• Key Disclosure Obligations of Listed Company 28-31 May 2021
• Implementing Amendments in the MCCG 1 June 2021
• Understanding Board Decision Making Process 12-13 October 2021
• Fraud Risk Management Workshop 10 December 2021
• Mandatory Accreditation Program for Directors of Public Listing 18-20 January 2021
Companies
• Managing Recurrent Related Party Transactions 9 February 2021
LENG CHOO YIN
• Briefing by BDO PLT on Overview of Integrated Reporting 30 April 2021
• Key Disclosure Obligations of Listed Company 28 May 2021
• Understanding Board Decision Making Process 12-13 October 2021
All our Directors have attended the Mandatory Accreditation Programme as prescribed in the MMLR of Bursa Securities.
The Board has a formal and transparent process for approving the remuneration of NEDs, EDs and KSM through the adoption
of a remuneration policy which aims to attract and retain the right talent on the Board and KSM to drive the company’s
long-term objectives of promoting business stability and growth. The remuneration policy sets out the basis of determining
their remuneration, taking into account the performance of the Company, as well as specific roles and responsibilities,
and the overall performance of the individual EDs and KSM.
The NRC is responsible for establishing, reviewing the remuneration policy and making recommendations for approval on the
same to the Board.
In reviewing the remuneration for NEDs, a remuneration review exercise is conducted, involving salary benchmarking
against comparable peers of other public listed companies in retail sector, government linked companies (“GLC”), non-GLC
and the top 30 largest companies by market capitalisation on Bursa Malaysia, to ensure that the remuneration payable
commensurates and is aligned to prevailing market rates. The NRC also considers various factors including the NEDs’
fiduciary duties, responsibilities, time commitment expected of them, and the Company’s performance. None of the NEDs
are involved in deciding his/her own remuneration. The fees and benefits payable to the NEDs are subject to shareholders’
approval at the annual general meeting, pursuant to Section 230 of the Act.
The remuneration payable to the EDs is determined based on their performance in meeting the strategic objectives of
the Company and the Key Performance Indicators (“KPIs”) set annually. The remuneration of the KSM and other Senior
Management (“SM”) is determined by the EDs, as the EDs are in a better position to evaluate their performance and align
remuneration to the performance of the KSM and other SM.
The remuneration for NEDs consists of Directors’ fees of RM144,000 per annum payable to the Non-Executive Chairman
and RM100,800 per annum payable to the other NEDs. A further meeting allowance of RM1,000 per meeting is payable to
each NED. The Non-Executive Chairman is further entitled to a Chairman’s Allowance of RM60,000 per annum for his time
commitment in other corporate activities undertaken by the Group.
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 37
At the 10th AGM of the Company held on 15 June 2021, the shareholders of the Company approved the payment of
Directors’ fees and benefits payable to the NEDs of up to RM650,000 for the period from 1 July 2021 until the next AGM to be
held in 2022. A total amount of RM372,381 had been paid to the NEDs from 1 July 2021 to 31 March 2022 and RM138,600 is
anticipated to be paid to NEDs based on the remuneration framework for NEDs and the scheduled meetings to be held from
April 2022 to June 2022. Accordingly, the anticipated total amount paid/payable to NEDs from 1 July 2021 to June 2022 will
be RM510,981, which is approximately 79% of the approved amount.
The detailed disclosure on a named basis of the remuneration paid to individual NEDs, and corresponding breakdown of the
individual EDs’ and KSM remuneration for the FY2021 are as follows:-
The breakdown of remuneration for the FY2021 of our top five KSM comprising salary, allowance, bonus, benefits in-kind and
other emoluments in bands of RM50,000 are as set out below:
Notes:-
(a) Voluntarily offered to contribute his remuneration to a charitable organisation.
(b) Resigned as an Alternate Director to Tan Yu Yeh on 28 May 2021.
(c) Resigned as an Alternate Director to Brahmal A/L Vasudevan on 28 May 2021.
(d) Inclusive of car related subsidies.
(e) Inclusive of statutory contributions, incentives and allowances.
NEDs receive their remuneration from the Company, whilst the EDs and KSM receive their remuneration from the Group.
38 Mr D.I.Y. Group (M) Berhad
Corporate Governance
Overview Statement (CONT’D)
Principle B EFFECTIVE AUDIT AND RISK MANAGEMENT
The ARMC was established by the Board to assist and support the Board primarily in the areas of financial reporting in liaison
with the External Auditors, the Group’s system of risk management and internal controls in liaison with the Internal Auditors,
compliance with applicable laws, rules and regulations, and review of related party transactions and conflict of interest
situations.
As at 31 December 2021, the composition of the ARMC comprised of two (2) INEDs and one (1) NINED. On 31 March 2022,
Brahmal A/L Vasudevan resigned and Dato’ Hamidah Binti Naziadin was appointed as members of the ARMC, making the
composition of the ARMC to comprise solely of Independent Directors in compliance with Practice 9.4 (Step-Up) of the
MCCG.
The ARMC is chaired by Ng Ing Peng, an INED, who is distinct from the Chairman of the Board, and is a member of the
Institute of Chartered Accountants in England and Wales, and a member of the Malaysian Institute of Accountants.
The performance of the ARMC and the individual ARMC members in respect of FY2021 and the tenure of office of the
individual ARMC members were evaluated as part of the annual Board effectiveness evaluation. Based on the results of the
evaluation, the Board is satisfied that the ARMC and the individual ARMC members have discharged their responsibilities
according to the defined terms of reference, and have exercised objective and independent judgment. The Board also
affirmed that the tenure of office of the individual ARMC members is reasonable. All members of the ARMC have also
attended relevant professional development training to keep themselves abreast of relevant developments in accounting and
auditing standards, practices and rules, as well as the roles of the audit committee.
The ARMC also assessed the suitability, objectivity and independence of the External Auditors pursuant to the External
Auditors’ Evaluation Policy. The result of evaluation on BDO PLT, the External Auditors carried out in March 2022 in respect
of FYE 2021 indicated that BDO PLT had satisfied the criteria of suitability, objectivity and independence of External Auditors.
Details of the activities carried out by the ARMC during the FY2021 are set out in the ARMC Report on pages 45 to 47 of this
Annual Report 2021.
The Board adopted an Enterprise Risk Management (“ERM”) Framework which was developed with the assistance of an
Independent Risk Management Consultant (“Consultant”) to structure the process used to identify potential risks and to
define relevant internal controls to eliminate or minimise the impact of potential financial and non-financial risks, as well as
the mechanism to effectively evaluate, manage and monitor the risks.
The Heads of Department (“HODs”) are responsible for identifying the principal risks based on risk likelihood of occurrence
parameter, as well as monitoring and implementing the necessary action plan to manage and/or mitigate potential risks. The
risk profiles are reviewed, updated and validated by the respective HODs, with the Consultant conducting a risk management
review to evaluate the risk profiles and table a risk management review report to the ARMC half-yearly.
The ARMC is entrusted by the Board to review the risk profiles half-yearly to ensure adequacy and effectiveness of risk
management and internal controls process, to manage and mitigate any potential risks to safeguard shareholders’ investments
and the Company’s assets.
Our in-house Internal Audit Department (“IAD”) reports directly to the ARMC. The IAD assists the ARMC in evaluating the
adequacy, integrity and effectiveness of internal controls, monitors the compliance with policies and procedures through
internal audit exercises, and reports to the ARMC on a quarterly basis.
The key features of the Group’s risk management and internal control framework as well as their adequacy and effectiveness
are disclosed in the Statement on Risk Management and Internal Control on pages 40 to 43 of this Annual Report 2021.
The Board is committed to upholding the highest standards of transparency, accountability and integrity in the disclosure of
all material information on the Group to the investing public in an accurate, clear, complete and timely manner, as guided by
the continuous disclosure requirements under the MMLR of Bursa Securities and the Corporate Disclosure Guide issued by
Bursa Securities.
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OTHER
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ANNUAL REPORT 2021 39
The Group engages its stakeholders through various platforms including announcements via Bursa LINK by Bursa Securities,
its corporate website, investor relations channel, annual reports, general meetings, media releases, and briefings to investors,
analysts and media.
The Company’s corporate website at www.mrdiy.com provides stakeholders and investors with access to information on the
Group and also facilitates investor relations communication. The website is constantly updated with the latest developments
of the Group. All disclosures, material information, and announcements, including Annual Reports made to Bursa Securities
via Bursa LINK, are published on the corporate website.
In addition, the Company also announces the targeted date of release of the quarterly financial results of the Group two (2)
weeks in advance of each Board meeting to approve the quarterly financial results, to keep shareholders or the investing
public informed of the timing of the quarterly financial results announcement.
The Company also maintains its communication channels with shareholders, potential investors, analysts, fund managers
and the investment community, through its Investor Relations (“IR”) channel. Stakeholders are encouraged to channel their
enquiries to the Group’s IR personnel whose name, contact number and e-mail address is as follows:-
IR CONTACT
JASON TEH
Head of Investor Relations Tel. No.: +603 8961 1338 Email: investor.query@mrdiy.com
Direct
reporting Audit and Risk Management Committee
1st Line of
Defence CHIEF EXECUTIVE OFFICER
Each Line of Defense represents a function that is involved in effectively managing risk. The 1st Line of Defense represents
the Group’s operational management which has the ownership, responsibility and accountability for assessing, controlling
and mitigating risks, as well as implementing corrective actions to address process and control deficiencies. The 2nd Line
of Defense represents the Group’s Risk Management function which is responsible for the facilitation of risk management
monitoring activities within the Group. The 3rd Line of Defense represents the Group’s Internal Audit function which
provides objective assurance to the ARMC and Board as well as senior management on the effectiveness of its risk
management programme.
The ERM approach and process to ascertain potential risks were identified by the respective business functions based
on relevant knowledge, publicly available information and subject matter experts. This activity is performed through the
assessment of the Risk Profiles (e.g. Group Strategic, Retail Operations, Procurement, Logistics, Warehouse, Marketing
and eCommerce, and Information Technology). Within these Risk Profiles, the identified risks are individually rated at
Extreme, High, Medium or Low risk. The rating process is guided by an approved risk matrix, comprising the likelihood
of risk occurrence and the associated impact. Each risk owner will then ensure the effective implementation of control
measures. The potential key risks are raised for discussion and deliberated by the ARMC. The Risk Profiles will be
assessed on a half-yearly basis.
3. Risk Categories
The Group maintains a database of risks through the risk categories summarised below:
• Strategic Risk
Risks that affect the Department or the Company in meeting its overall vision, mission and strategic objectives.
The Group is exposed to various strategic risks relating to its business of managing stores nationwide. The Group
recognises the importance of the sustainability agenda and have established related plans to manage the relevant
risks and opportunities, spanning from energy management to staff welfare initiatives.
• Operational Risk
Risks that affect the effectiveness and efficiency of the Department or the Company in meeting its operating objectives.
As the Group is primarily involved in the retail industry, it is exposed to various operational risks impacting areas of
supply chain, logistics and warehousing. These risks are closely monitored with strict compliance to the applicable
internal Standard Operating Procedures (“SOPs”). The Group continues to monitor the developments of COVID-19
with strict adherence to the SOPs. The health and safety of all employees and customers remains the priority of the
Group.
• Financial Risk
Risks that affect the financial position of the Department or the Company in meeting its financial objectives. The Group
is exposed to a certain degree of risk relating to underlying foreign currency exchange arising from the imports of
products for the retail operations. However, this risk is being effectively managed and monitored by the Group.
• Compliance Risk
Risk that affects the Department or Company’s processes and effort in ensuring all applicable regulatory requirements
are complied with. The Group has taken the necessary steps and measures put in place processes to ensure the
required certifications, licences and other applicable regulations are or will be complied with.
INTERNAL CONTROL
The key elements of the Group’s internal control processes to maintain a sound internal control system are described below:
The Board has the primary responsibility for the governance and management of the Group, and a fiduciary obligation to
act in the best interests of its financial and organisational health.
To effectively discharge its duties, the Board has established three (3) Board Committees - Audit and Risk Management
Committee (“ARMC”), Nomination and Remuneration Committee (“NRC”), and Corporate Responsibility Committee
(“CRC”). These Board Committees are guided by clear Terms of References outlining their fiduciary responsibilities, and
meet on a scheduled basis.
42 Mr D.I.Y. Group (M) Berhad
The ARMC has been delegated by the Board to assist in areas of financial reporting in liaison with the external auditors
and the Group’s risk management and internal controls in liaison with the risk management coordinator and internal
auditors. The Committee is also responsible for reviewing related party transactions and conflict of interest situations
within the Group.
Quarterly financial results will be reviewed by the Group’s Finance Department and presented to management and the
Board for deliberation and approval. Where appropriate, any significant variances of the financial results from the prior
period will be addressed.
• Organisation Structure
The Group has a clearly defined organisation structure in place with a defined line of responsibility and delegated authority.
The day-to-day operations of the business are entrusted to the Executive Directors and Senior Management. The Heads
of Department are empowered with the responsibility of managing their respective operations.
Internal operating procedures and policies are documented, reviewed and revised periodically to meet changing business
and operational requirements as well as statutory reporting needs.
• Limits of Authority
The Group has defined limits of authority which set out the approving limits that have been assigned and delegated to
each approving authority within the Group.
The Code of Business Ethics in place ensures that all Directors and employees adhere to the Group’s commitment to
highest ethical standards and law in day-to-day operations. The Code defines the Group’s standards and expectations in
relation to ethical business and appropriate conduct.
• Whistleblowing Policy
The whistleblowing policy is an avenue for all employees, third parties and members of the public, who have a genuine
concern on detrimental actions or improper conduct involving the Group, to raise it using the confidential channels laid
out in the policy. It helps the Group in monitoring and keeping track of illegal, unethical or improper conduct.
The Group has adopted an Anti-Bribery and Corruption Policy with a zero-tolerance position against all
forms of bribery and corruption. In addition, the Group has conducted a Bribery and Corruption Risk
Assessment through an external consultant. The Bribery and Corruption Risk Assessment is revisited annually.
Any significant risks are escalated to the ARMC.
• No Gift Policy
The Group has endorsed a strict “No Gift Policy” whereby only narrow exceptions are allowed of which is clearly defined
in its policy. The Group also prohibits its personnel from providing or offering to provide entertainment with a view to
cause undue influence. The policy includes guidelines and clearly presents the appropriate channels to obtain approval
for exceptional situations.
The Group has established COVID-19 SOPs as an additional measure to safeguard the health and safety of its employees
by providing detailed guidance on disease containment, work safety measures, incident reporting procedures as well as
a response plan.
The Group established a Management-level OSH Committee chaired by the Head of Human Resource Department, with
regular updates reported to the Board Corporate Responsibility Committee. The OSH Committee is responsible to address
issues relating to public health, implement health initiatives, and communicate to all employees on prevention actions.
An OSH Policy is developed to formalise the measures.
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ANNUAL REPORT 2021 43
• Sustainability Management
The Group has established a Sustainability Committee at Management-level, chaired by the Head of Group Strategy and
consists of department representatives, to oversee the management processes and strategies designed to manage the
impacts of the Group’s operations on economic, environment and social aspects.
The Group has established a VCC which sets out obligations and standards on business and ethical practices, as well
as professional conduct expected of all Vendors engaging or working with the Group. The VCC shall apply to all vendors
when engaging and throughout its conduct of business with the Group. This covers areas such as Vendor workplace
standards, quality and safety of products sold to the Group, compliance with ABC laws, confidentiality of information,
management of Intellectual Property rights, among others.
Reviews are carried out based on the approved Internal Audit Plan for 2021, which was developed using a risk-based
approach and in line with the Group’s direction. The Internal Audit Plan was assessed on a quarterly basis in alignment with
the business and risk environment.
The principles to having an effective internal audit function are outlined in the Internal Audit Charter and Internal Audit
Standard Operating Manual. The Internal Audit Charter sets out the purpose, authority, responsibilities and reporting of
the Internal Audit function and maintaining independence and objectivity status. The Internal Audit Standard Operating
Manual is intended to guide the internal auditors. For each audit, a systematic methodology is adopted, which primarily
includes performing risk assessment, developing audit planning memorandum, conducting audit, convening exit meetings
and finalising audit reports. The audit reports detail the objectives, scope of audit work, observations, management action
plan and timeline and conclusion in an objective manner and are distributed to the relevant parties.
All audit findings were highlighted to relevant Management team members responsible for ensuring that corrective actions
on reported weaknesses are taken within the required timeframe. Summaries of the audit reports were issued to the ARMC
quarterly incorporating findings and Management’s remediation actions.
Based on their procedures performed, the external auditors have reported to the Board that nothing has come to their attention
that causes them to believe that this Statement on Risk Management and Internal Control is not prepared, in all material
respects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers to be set out, nor is it factually inaccurate.
CONCLUSION
The Board through the ARMC has reviewed the adequacy and effectiveness of the risk management and internal control
system for FYE 31 December 2021 and is of the view that the controls are operating adequately and effectively in all material
respects.
The Board has received assurance from the Chief Executive Officer and Chief Financial Officer that the Group’s risk
management and internal control system is operating effectively, in all material respects for the year under review and up to
the date of approval of this Statement for inclusion in the Annual Report.
The Board will continue to monitor all major risks affecting the Group and take necessary measures to mitigate them and
continue to enhance the adequacy and effectiveness of the risk management and internal control systems of the Group.
The ARMC was established on 20 February 2019 in line with the Main Market Listing Requirements (“MMLR”) of Bursa
Malaysia Securities Berhad (“Bursa Securities”).
TERMS OF REFERENCE
The roles and responsibilities of the ARMC are outlined in its Terms of Reference, which are published on the Company
website at www.mrdiy.com.
COMPOSITION
The ARMC comprises of three (3) members, all of whom are Non-Executive Directors with a majority of them being Independent
Directors.
Following the financial year ended 31 December 2021, Brahmal A/L Vasudevan resigned as a member of ARMC and was
replaced by Dato’ Hamidah Binti Naziadin on 31 March 2022.
The ARMC is chaired by Miss Ng Ing Peng who is an Independent Director, a member of the Malaysian Institute of Accountants
and the Institute of Chartered Accountant in England and Wales. She was appointed by the Board from its members and she
is not the Chairperson of the Board.
All members of the ARMC possess a wide range of necessary skills to discharge their duties. They are financially literate
and are able to understand matters under the purview of the ARMC including the financial reporting process. All members
of the ARMC have undertaken continuous professional development programmes to keep themselves abreast of relevant
developments in accounting and auditing standards, practices and rules.
The experience of each member of the ARMC is summarised on pages 24 to 25 of this 2021 Annual Report.
The Board, through its Nomination and Remuneration Committee, had on 16 February 2022 assessed and reviewed the
performance and effectiveness of the ARMC and its members in respect of the FY2021, including the terms of office of each
ARMC member. The assessment is carried out internally and facilitated by the Company Secretary on an annual basis. Based
on the annual assessment, the Board was satisfied with the performance and effectiveness of the ARMC and its members,
in which they had discharged its function, duties as well as responsibilities in accordance with its Terms of Reference.
The Board also affirmed that the tenure of office of each ARMC member is reasonable.
The Company Secretary of the Group acts as the Secretary of the ARMC, attending and recording the proceedings of the
meetings. Although not members of the ARMC, the Senior Vice President, Finance, Head of Internal Audit, outsourced Risk
Management consultant and the Company’s external auditors are also invited to the meeting. As and when necessary, the
ARMC may also extend meeting invites to relevant members of the Management Team for matters that require their input and
clarification. The ARMC has access to any form of independent professional advice, if and when required, in carrying out its
functions.
The minutes of each ARMC meeting are recorded and tabled for confirmation at the subsequent ARMC meetings. All minutes
are then presented to the Board for purposes of notation. Any significant audit issues and action plans taken are highlighted
at the immediate subsequent meeting.
The ARMC is entrusted by the Board to execute the governance and oversight responsibilities to ensure transparent financial
reporting within the Group, guided by the ARMC’s Term of Reference. The fundamental responsibilities of the ARMC are as
follows:
• Overseeing the financial reporting process to ensure accurate and timely financial reporting and compliance with applicable
financial reporting standards;
• Evaluating the internal and external audit processes;
• Overseeing the risk management and internal control framework and policies of Group, and assessing the processes
related to the Group’s risks and control environment;
• Overseeing the Group’s compliance with applicable laws, rules and regulations and has in place an appropriate code of
business conduct;
• Reviewing related party transactions and conflict of interest situations; and
• Overseeing the implementation and monitoring of the Whistleblowing Policy and Procedures for the Group, and ensuring
effective administration thereof.
SUMMARY OF ACTIVITIES
In FY2021, the following activities took place at each Audit and Risk Management meeting:
Financial Reporting • Reviewed all four (4) quarters’ quarterly results, unaudited financial reports, the annual
audited financial statements of the Group and the Company, and recommended to
the Board for approval and release to Bursa Securities. The ARMC maintained its
focus on monitoring the integrity of financial reporting and ensuring appropriate
accounting policies were adopted and applied consistently during FY2021. These
were accomplished through discussion with management and the external auditor,
BDO PLT (“BDO”) to ensure compliance with financial reporting standards and clarity
of disclosures.
46 Mr D.I.Y. Group (M) Berhad
Internal Audit • Reviewed and approved the annual audit plan to ensure the scope and coverage is
adequate and comprehensive.
• Reviewed salient audit issues together with recommendations from Internal Audit.
The ARMC considered the highlighted issues, taking into account Management’s
responses, upon which it approved the internal auditors’ proposal for rectification
and implementation of the agreed remedial action.
• Reviewed the implementation progress of the Internal Audit Department’s
recommendations on outstanding audit findings each quarter, to ensure all key risks
and control issues were addressed.
• Reviewed the adequacy and competency of Internal Audit resources required to
carry out Internal Audit engagements.
• Undertook the performance evaluation of the Internal Audit Function, reviewed the
effectiveness of its audit processes and assessed the performance of the overall
Internal Audit Department (“IAD”).
• Held separate meetings with the Head of IAD to discuss the results of the assessment
and other areas of concern, without the presence of the Executive Directors and
Management.
• Reviewed the ARMC Report contained within the Annual Report.
External Audit • Reviewed the audited financial statements with the external auditors and
Management before recommending them to the Board for adoption.
• Reviewed the external auditors’ audit plan, which outlined the audit scope, areas of
audit emphasis and the auditors’ independence.
• Held two (2) private meetings with External Auditors without presence of the Executive
Directors and Management to discuss the areas of audit concern.
• Discussed the results of the annual assessment on the suitability and the
independence of the External Auditors.
• Reviewed the audit services and non-audit services provided by the external auditors
and their corresponding incurred fees. The ARMC concluded that the auditors had
remained independent during the year.
• Reviewed and assessed the performance, suitability and independence of the
statutory auditors based on, amongst others, the quality of service, sufficiency of
resources, communication and interaction, as well as independence and objectivity.
The statutory auditors provide an annual confirmation of their independence in
accordance with the terms of all professional and regulatory requirements. The ARMC
was satisfied with the performance and the audit independence of the statutory
auditors.
• Reviewed the performance of the External Auditors and recommended its
re-appointment and remuneration to the Board.
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ANNUAL REPORT 2021 47
Related Party Transactions • Reviewed the related party transactions (“RPT”) presented by Management to the
Board for approval, to ensure that these transactions are undertaken in the Company’s
best interests, were not detrimental to the minority shareholders’ interest and were
done under fair and reasonable grounds and normal commercial terms.
• Reviewed procedures for recurrent related party transactions (“RRPT”).
• Monitored the thresholds of the RPT and RRPT to ensure compliance with MMLR of
Bursa Securities.
Compliance and • Obtained updates from the Management and Legal Department representative
Whistleblowing regarding regulatory compliance matters.
• Reviewed and reported suspected frauds or irregularities which are of sufficient
importance to warrant the attention of the Board.
Others • Reviewed the financial performance of the Company and the Group.
• Reviewed the proposed Share Buy-Back mandate and recommended the same for
tabling to shareholders for approval at the 10th AGM held on 15 June 2021.
• Reviewed the Sustainability Reporting for disclosure in the Annual Report.
• Verified and ensured the allocation under the Employees’ Share Option Scheme
(“ESOS”) complied with the criteria as stipulated in the By-Laws of ESOS.
• Reviewed and deliberated on the Company’s corporate governance compliance.
The Internal Audit Function is performed in-house and undertaken by IAD. The mission of IAD is to provide independent,
objective assurance and consulting activity designed to add value and improve operations. IAD helps the Group to achieve
its objectives by bringing a systematic and disciplined approach to evaluating and improving the effectiveness of the risk
management, internal controls and governance processes. IAD reports administratively to the CEO and functionally to the
ARMC. The IAD is guided by its Internal Audit Charter and Terms of Reference.
The Internal Audit Department is staffed by six (6) internal auditors, including the Head of IAD, all with relevant experience
and qualifications. The Head of IAD and the auditors have confirmed that they are free from any relationships or conflicts of
interest which could impair their objectivity and independence in carrying out their audit assignments.
Reviews are carried out based on the approved Internal Audit Plan for 2021, which was developed using a risk-based
approach and in line with the Group’s direction. The Internal Audit Plan is assessed on a quarterly basis in alignment with the
business and risk environment.
In the financial year under review, IAD completed a total of seventy-one (71) audit assignments on various departments of the
Group, covering store audits, review of the allocation of Employee Share Option Scheme (ESOS), reimbursement processes,
stock ageing and insurance coverage, MACC Section 17A implementation, labour workers management process, product
certification compliance, warehouse processes, and RRPT. A summary of the audit issues was issued to the ARMC and
tabled at the quarterly ARMC meetings. The reports were also issued to the respective teams and incorporated the audit
recommendations and Management responses with regards to any audit findings. The IAD followed up on these reports to
ensure the agreed action plans were implemented appropriately.
All members of the IAD continues to develop their competencies by attending training programmes conducted by in-house
and external professional certification bodies, keeping abreast with developments in the profession as well as sharing of their
knowledge on relevant industry and regulations to effectively perform their roles.
The total cost incurred for the Internal Audit Function of the Group for FY2021 was RM589,000 (FY2020: RM379,000).
On 16 February 2022, the Board appointed Dato’ Hamidah Besides meeting physically or virtually as allowed under
Binti Naziadin, an Independent Director, as an additional the TOR of the NRC, the Constitution of the Company and
member of the NRC. TOR also allow the NRC to make decisions via Circular
Resolution when urgent decisions have to be made and
The NRC is chaired by an Independent Non-Executive meeting physically is not feasible.
Director, in compliance with Practice 5.8 of the Malaysian
Code on Corporate Governance (“MCCG”). During the financial year under review, the following activities
were undertaken by the NRC: -
The NRC is entrusted by the Board to assist the Board in
discharging its oversight function relating to the following 1. Reviewed and recommended to the Board for approval
responsibilities: - the annual performance evaluation including the salary
increment and bonus for EDs in respect of the financial
(i) select, evaluate and nominate suitable candidates to the
year ended (“FYE”) 31 December 2020;
Board for appointment as Director as well as nominates
Director for appointment as Chairman and member of 2. Reviewed and recommended to the Board for approval
Board Committees. In the selection for appointment, the setting of KPIs for EDs in respect of the FYE
the NRC ensure that the Board and the Board 31 December 2021;
Committees have an effective and balance composition
with a diverse mix of skills, knowledge, qualifications, 3. Reviewed and deliberated on succession planning for
experience, age, cultural background and gender to EDs and key Management positions;
discharge their responsibilities effectively;
4. Reviewed and recommended to the Board for
(ii) conduct an annual assessment on the effectiveness of endorsement the annual assessment results of the
the Board and the Board Committees and the Board, Board Committees and individual Directors for
contribution of each individual Director and the the FYE 31 December 2020;
independence of Independent Directors;
5. Reviewed and approved the allocation and offer of ESOS
(iii)
assess the performance of the Executive Director(s)
options to five (5) seconded employees;
(“EDs”) against the key performance indicators (“KPI”)
set for them; 6. Reviewed and endorsed/approved the different basic
(iv) ensure that the Group has in place a remuneration policy salary formulas used in ESOS computation;
and framework consistent with the Group’s business
strategy, and a competitive remuneration structure 7. Reviewed and recommended to the Board for approval
so as to link rewards with corporate and individual the offer and grant of ESOS options to an eligible
performance to attract and retain the right talent of the employee of the Company;
appropriate calibre, skills, experience and quality needed 8. Reviewed and recommended to the Board for
in the Board (which includes the EDs in order to drive recommendation to the shareholders for approval at the
and achieve the Group’s long-term objectives; 10th Annual General Meeting (“AGM”) the Directors’ fees
(v) ensure that a succession plan is in place for the Board and benefits payable to Non-Executive Directors from
and EDs of the Company; and 1 June 2021 to the next AGM in 2022;
(vi) ensure that the Employees’ Share Option Scheme of the 9. Reviewed and recommended to the Board the re-election
Company (“ESOS”) is fairly and properly administered of Tan Yu Yeh and Ng Ing Peng as Directors of the
and implemented in accordance with the ESOS Company at the 10th AGM for shareholders’ approval;
By-Laws.
10. Reviewed and endorsed the NRC Report for disclosure
The authority, duties and responsibilities of the NRC are set in the Annual Report 2020;
out in its written Terms of Reference (“TOR”) which can be
accessed on the corporate website at www.mrdiy.com. 11.
Reviewed and recommended to the Board for
endorsement the mid-year performance review of the
During the financial year under review, a total of four (4) EDs for the FYE 31 December 2021;
meetings of the NRC were held and attended by all members.
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12. Reviewed and approved the cancellation of the Trust The proposed suitable candidates are subject to
Deed for the establishment of a trust in conjunction background/reference checks performed via a Credit
with the ESOS to facilitate the implementation and Reporting Agency (“CRA”) and/or Central Credit Reference
administration of the ESOS; Information System (“CCRIS”) as part of the assessment
process, before the NRC recommends and nominates
13. Reviewed and recommended to the Board for approval the proposed candidates to the Board for appointment as
the setting of KPIs for EDs in respect of the FYE Directors.
31 December 2022;
In December 2021, the Board, through the recommendation
14.
Reviewed and recommended to the Board for of the NRC, appointed Dato’ Hamidah Binti Naziadin as
endorsement the process for the selection, nomination Independent Non-Executive Director of the Company after
and appointment of a Director, which includes a review undergoing the abovementioned process of selection,
of the Board and Board Committees’ composition and nomination and appointment of Director.
gap analysis, the election process, and the criteria for
the appointment of a new Board member; Dato’ Hamidah Binti Naziadin will be retiring by casual
vacancy and being eligible, has offered herself for re-election
15. Reviewed and recommended to the Board for approval
as a Director at the forthcoming 11th AGM of the Company
the appointment of Dato’ Hamidah Binti Naziadin as
pursuant to Clause 135 of the Constitution of the Company,
Independent Non-Executive Director.
which stipulates that a Director who is appointed by virtue of
Selection, Appointment and Re-Election casual vacancy shall hold office until the next AGM and shall
of directors be eligible for re-election at the said AGM.
One of the primary functions of the NRC is to nominate Pursuant to Clause 130 of the Constitution of the Company,
and recommend to the Board for its consideration suitable one-third of the Directors are subject to retirement by
candidate(s) for appointment as Director(s) of the Company rotation at every AGM such that each Director shall retire
and also recommend retiring Director(s) for re-election at the from office once in every three (3) years and shall be eligible
AGM. for re-election.
The NRC is guided by the process of selection, nomination Leng Choo Yin and Ong Chu Jin Adrian will be retiring by
and appointment of Directors adopted by the Board; this rotation and being eligible, have offered themselves for
includes sourcing suitable candidates via various sources re-election as Directors of the Company at the forthcoming
of recommendations; identifying, assessing and shortlisting 11th AGM of the Company. In reviewing the re-election of
suitable candidates based on a gap analysis conducted Directors, the NRC took into consideration the results of
on the Board and Board Committees’ composition, the annual Board Effectiveness Evaluation conducted on
as well as the areas to be strengthened in the current Board the retiring Directors in February 2022, in which the NRC
composition, and criteria set for the appointment of Director. and Board (save for the retiring Directors) collectively agreed
that both Directors had met the qualification of Directors
The NRC considers various sources of recommendation vis-à-vis character, experience, integrity, competence, and
where needed, including existing Board members, time commitment as prescribed in Chapter 2.20A of the
members of the Management, major shareholders, business MMLR of Bursa Securities, and had the relevant qualities
associates, as well as other independent sources such as to effectively discharge their respective roles as Directors.
professional corporate director recruitment agencies, when Leng Choo Yin also met the requirements of independence
sourcing suitable candidates for appointment of Directors. as defined in the MMLR of Bursa Securities. Both the retiring
Directors abstained from deliberations and voting at the
In assessing and recommending suitable candidates for NRC and/or Board Meetings, where applicable in respect of
appointment, the NRC considers the objective criteria, merit, their re-election.
and various diversity factors such as skills, knowledge,
expertise, experience, professionalism, integrity and In February 2022, the NRC reviewed and recommended
other relevant qualities, and the candidates’ commitment to the Board the adoption of a Fit & Proper Policy for the
(including time commitment) to effectively discharge his/her appointment and re-election of Directors, as required by the
role as a Director and to strengthen the Board composition, MMLR of Bursa Securities, with the aim of strengthening
so as to meet the objectives and strategic goals of the board independence, quality, and diversity. All retiring
Company. Directors seeking re-election as Directors at the forthcoming
11th AGM of the Company have also undertaken the fit and
In the case of the appointment of an Independent Director, proper assessment pursuant to the Fit & Proper Policy
the NRC considers the candidate’s ability to discharge such adopted, via self-declaration and peer assessment. Based
responsibilities/functions as expected of an Independent on the results of the assessment, the NRC and the Board
Director to bring objectivity and independent judgment, and have affirmed that all retiring Directors have satisfied the fit
whether he/she meets the requirements of independence and proper assessment.
as defined in Paragraph 1.01 and Practice Note 13 in the
MMLR of Bursa Securities.
50 Mr D.I.Y. Group (M) Berhad
In reviewing the remuneration for Non-Executive Directors The NRC had, in February 2022, conducted a review of
(“NEDs”), the NRC considers various factors including the remuneration packages for NEDs for the three (3) year
the NEDs’ fiduciary duties, level of responsibilities, period commencing January 2023. The Board, through
time commitment expected of them and the Group’s the recommendation of the NRC, proposed to revise
performance. A remuneration review exercise for NEDs will the Directors’ fees for NEDs (with other components of
also be undertaken involving salary benchmarking against remuneration remaining unchanged) effective 1 January
comparable peers of other public listed companies in the 2023 as follows, for recommendation to the shareholders of
retail sector, government-linked companies (“GLC”), the Company for approval at the forthcoming 11th AGM of
non-GLCs and the top 30 largest companies by market the Company scheduled in June 2022:-
capitalisation, to ensure that the remuneration payable
commensurates with and is aligned to prevailing market Type of remuneration Amount (RM)
rates. The Board determines and decides the fees and
remuneration payable to the NEDs as a whole based on Directors’ Fees (Revised)
the recommendation of the NRC. Directors’ fees and any - Non-Executive Chairman 159,000 per annum
- Other NEDs 115,800 per annum
benefits payable to the NEDs are subject to shareholders’
approval at the AGM, pursuant to Section 230(1) of the Act. Meeting Allowance (unchanged) 1,000 per meeting
The NEDs shall abstain from deliberating and voting during Chairman’s Allowance
Board meetings and/or AGMs, if he/she is also a shareholder, 60,000 per annum
(unchanged)
in respect of their own remuneration.
The remuneration policy for EDs and KSM and their
The components of the remuneration packages for NEDs corresponding remuneration package is structured based
as approved by the shareholders of the Company at the on their respective individual performance against their
10th AGM of the Company held on 15 June 2021, being the pre-determined KPIs and corporate performance. The
effective date up to 30 June 2022, are as follows:- components of the remuneration package for EDs include
basic salaries, bonuses, travel allowances, benefits-in-kind,
Type of remuneration Amount (RM) ESOS and other benefits. The NRC reviews and recommends
to the Board for approval the remuneration package for EDs
Directors’ Fees
based on the achievement of their KPIs set and corporate
- Non-Executive Chairman 144,000 per annum
performance, on an annual basis. The remuneration for KSM
- Other NEDs 100,800 per annum
is delegated to the EDs, as the EDs are in a better position to
Meeting Allowance 1,000 per meeting evaluate their performance and align the remuneration with
Chairman’s Allowance 60,000 per annum the performance of the KSM.
The Chairman’s Allowance of RM60,000 per annum payable Employees’ Share Option Scheme (“ESOS”)
to our Independent Non-Executive Chairman is for his time
commitment in other corporate activities undertaken by the The ESOS was established by the Company on
Group. 20 November 2019 with the aim to motivate, reward and
retain its eligible EDs and employees with share options
The remuneration payable to the NEDs is paid on a monthly under the ESOS, as well as an opportunity to participate
basis in arrears upon services rendered by the NEDs. in the equity of the Company and thereby relate their
A total remuneration of RM456,000 was paid to the four contribution directly to the performance of the Group, whilst
(4) Independent NEDs in respect of FYE 31 December at the same time giving them a greater sense of ownership.
2021. Brahmal A/L Vasudevan, our Non-Independent NED,
voluntarily offered his remuneration for contribution to a As part of the responsibilities of the NRC, the NRC is also
charitable organisation. entrusted by the Board to review the ESOS to ensure fair and
effective implementation and administration of the ESOS in
The Board adopted the market practice of reviewing the accordance with the ESOS By-Laws.
remuneration packages of NEDs every three (3) years.
The last review of the remuneration package for NEDs was The details of the vesting of options under the ESOS are set
effective for a three (3) year period commencing January out on page 52 of this Annual Report 2021 under Additional
2020. Accordingly, the next review period will be for a further Compliance Information.
three (3) years effective January 2023.
[The NRC Report was endorsed by the NRC on
31 March 2022.]
52 Mr D.I.Y. Group (M) Berhad
Group Company
2021 2021
RM’000 RM’000
Statutory audit
- BDO PLT 493 65
- Member firms of BDO PLT 26 -
Non-statutory audit
- BDO PLT 134 100
- Member firms of BDO PLT 187 7
The nature of services rendered for non-statutory audit fees incurred include review of Statement on Risk Management and
Internal Control, tax compliance and transfer pricing services.
MATERIAL CONTRACTS
There were no material contracts entered into by the Group involving the interests of the Directors, Chief Executive Officer
and/or major shareholders during the FY2021 or still subsisting at the end of the FY2021.
There was no ESOS option offered to the Non-Executive Directors of the Company pursuant to the ESOS in respect of the
FY2021.
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ANNUAL REPORT 2021 53
The aggregate value of transactions conducted during the financial year ended 31 December 2021 pursuant to the shareholder
mandate on recurrent related party transactions of a revenue or trading nature obtained at the 10th Annual General Meeting
of the Company held on 15 June 2021 is RM29,068,463 representing 2.53% of the percentage ratio which is above the
threshold prescribed under Paragraph 10.09 (1) of the Listing Requirements of Bursa Malaysia Securities Berhad are as
follows:-
Actual value
transacted for
Transacting Parties Nature of transaction Names of interested Related Parties FY2021
MDGM Group and Provision of consultancy Interested Directors and Major Shareholders RM6,008,338
MDIH Group and shared functions • Tan Yu Yeh (1)
services by MDGM Group • Tan Yu Wei (2)
to MDIH Group:
• Merchandise and Interested Major Shareholder
product procurement • Hyptis Limited (3)
• Financial reporting
Interested person connected with
• Consultancy services
Directors and Major Shareholders
• Ad-hoc services
• Bee Family Limited (4)
Mr. D.I.Y. Trading Sale and supply of goods Interested Directors and Major Shareholders RM23,060,125
Sdn. Bhd. (“MDT”) by MDT to MDT(S) for • Tan Yu Yeh (5)
and Mr D.I.Y. Trading its retail operations in • Tan Yu Wei (5)
(Singapore) Pte. Ltd. Singapore
(“MDT(S)”) Interested person connected with
Directors and Major Shareholders
• Bee Family Limited (4)
Total RM29,068,463
Notes:
(1)
Tan Yu Yeh is a director and substantial shareholder of MDIH
(2)
Tan Yu Wei is a substantial shareholder of MDIH. He resigned as Alternate Director to Tan Yu Yeh on 28 May 2021.
(3)
The shareholder of Hyptis Limited is a substantial shareholder of a few subsidiaries of MDIH.
(4)
Tan Yu Yeh and Tan Yu Wei, both are deemed interested by virtue of their interest in Bee Family Limited via Yeh Family
(PTC) Ltd. and WEI Future Capital Ltd., respectively, applying Section 8(4) of the Act.
(5)
Tan Yu Yeh and Tan Yu Wei are substantial shareholders of MDIH, the holding company of MDT(S).
As at 31 March 2022, we have obtained business licences for 799 stores or 89% of our total store count of 900.
In respect of fire certificates, our Group had managed to obtain fire certificates for 2 out of our 13 distribution centres in
Malaysia.
Notwithstanding the above, applications have been submitted to the relevant authorities for the outstanding business licences
and fire certificates.
54 Mr D.I.Y. Group (M) Berhad
Pursuant to the Act and Paragraph 15.26(a) of the MMLR of Bursa Securities, the Directors are required to prepare the
financial statements for each financial year in accordance with the Malaysian Financial Reporting Standards (”MFRSs”),
International Financial Reporting Standards (“IFRSs”) and the requirements of the Act in Malaysia.
The Directors are responsibile for ensuring that the financial statements 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.
• Adopted appropriate accounting policies in accordance with applicable approved accounting standards and applied them
consistently;
• Made judgements and estimates that are reasonable and prudent; and
The Act also requires the Directors to ensure that the Group and the Company keep such accounting and other records of
the Group and of the Company with reasonable accuracy to ensure that the financial statements comply with the provisions
of the Act.
The Directors are also responsible for taking such steps that are reasonably available to them to safeguard the assets of the
Group and of the Company and to prevent and detect fraud and other irregularities.
FINANCIAL
STATEMENT
Directors’ Report 56
Statement by Directors 62
Statutory Declaration 62
Independent Auditors’ Report 63
Statements of Financial Position 67
Statements of Profit or Loss and 68
Other Comprehensive Income
Statements of Changes in Equity 69
Statements of Cash Flows 71
Notes to the Financial Statements 73
Photo credit: Yogeswari Muniandy, MR. D.I.Y. The School Jaya One
56 Mr D.I.Y. Group (M) Berhad
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2021.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding company. The principal activities and details of the subsidiaries are set out
in Note 9 to the financial statements. There have been no significant changes in the nature of these activities of the Group
and of the Company during the financial year.
RESULTS
Group Company
RM’000 RM’000
Attributable to:
Owners of the Company 431,827 119,094
DIVIDENDS
Dividends paid, declared or proposed since the end of the previous financial year were as follows:
RM’000
On 16 February 2022, the Company declared an interim single tier dividend of RM0.0090 per ordinary share amounted to
RM56,543,000 in respect of the financial year ended 31 December 2021, which is payable on 1 April 2022. The dividend will
be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2022.
The Directors do not recommend the payment of any final dividend for the financial year ended 31 December 2021.
(a) 3,762,600 options exercised under the Employees’ Share Option Scheme (“ESOS”) at exercise price of RM1.60 each
for cash totalling RM6,020,160; and
(b) 97,500 options exercised under the ESOS at exercise price RM3.47 each for cash totalling RM338,325.
The newly issued ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company. There were
no other issuances of shares during the financial year.
The Company did not issue any debentures during the financial year.
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ANNUAL REPORT 2021 57
The ESOS is administered by the Nomination and Remuneration Committee and governed by the By-Laws of the ESOS.
(a) The total number of new ordinary shares in the Company, which may be made available under the ESOS shall not
exceed in aggregate 5% of the total number of issued ordinary shares of the Company (excluding treasury shares,
if any) at any one time during the duration of the ESOS;
(b) The ESOS shall be in force for a period of five (5) years from the effective date and is renewable for a period of up to five
(5) years immediately from the expiry of first five (5) years;
(c) Subject to the discretion of the Nomination and Remuneration Committee, an employee or a Director of the Group who
fulfils the relevant conditions of the By-Laws of the ESOS shall be eligible to participate in the ESOS (“Eligible Person”);
(d) The number of the options to be offered to an Eligible Person in accordance with the ESOS shall be determined based
on, inter alia, the Eligible Person’s position, ranking, performance, contribution, seniority, length of service, fulfilment of
the relevant eligibility criteria, and/or such other matters as the Nomination and Remuneration Committee deems fit and
the offer shall be valid for acceptance by an Eligible Person for a period of thirty (30) days from the date of offer;
(e) Subject to any adjustments made under the By-Laws of the ESOS and pursuant to the listing requirements of Bursa
Malaysia Securities Berhad, the exercise price shall be:
(i) In respect of any offer which is made in conjunction with the listing of the Company, the final price paid by
investors for the ordinary shares issued by the Company under its retail offering pursuant to its initial public
offering;
(ii) In respect of any offer which is made subsequent to the listing of the Company, as determined by the Nomination
and Remuneration Committee and shall be based on the five (5)-day volume weighted average market price of
the ordinary shares of the Company immediately preceding the date of the offer, with a discount, if any, provided
always that such discount is not more than ten percent (10%), if deemed appropriate, or such other percentage
of discount as may be permitted by any prevailing guidelines issued by Bursa Malaysia Securities Berhad or any
other relevant authorities as amended from time to time during the option period; and
(f) The aggregate number of ordinary shares in the Company, which a grantee can subscribe under his/her options in a
particular year of the ESOS shall at times be subject to a maximum of twenty-five percent (25%) of the total number of
ordinary shares in the Company comprising the options held by such grantee. Any remaining unexercised options for
any particular year will be accumulated in the following year.
* Including 192,800 ESOS options exercised but ordinary shares not allotted yet as at 31 December 2021.
58 Mr D.I.Y. Group (M) Berhad
DIRECTORS
The Directors who have held office during the financial year and up to the date of this report are as follows:
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares and options
over ordinary shares of the Company and of its related corporations during the financial year ended 31 December 2021 as
recorded in the Register of Directors’ Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in
Malaysia were as follows:
The Company
Direct interests:
Dato’ Azlam Shah Bin Alias 500,000 - - 500,000
Tan Yu Yeh 590,000 - - 590,000
Ong Chu Jin Adrian 43,742,106 - (6,850,000) 36,892,106
Ng Ing Peng 300,000 - (100,000) 200,000
Leng Choo Yin 600,000 5,000 (300,000) 305,000
Brahmal A/L Vasudevan - 2,000,000 - 2,000,000
Dato’ Hamidah Binti Naziadin* 40,000 - - 40,000
Deemed interests:
Tan Yu Yeh 3,202,225,000a - - 3,202,225,000a
Brahmal A/L Vasudevan 719,300
b
- (719,300) -
Leng Choo Yinc 100,000 - - 100,000
ABOUT
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ANNUAL REPORT 2021 59
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares and options
over ordinary shares of the Company and of its related corporations during the financial year ended 31 December 2021 as
recorded in the Register of Directors’ Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in
Malaysia were as follows: (continued)
Deemed interest:
Tan Yu Yehd 54,237 - - 54,237
Direct interest:
Tan Yu Yeh 1,000 - - 1,000
The Company
Direct interests:
Tan Yu Yeh 1,650,000 - -
1,650,000
Ong Chu Jin Adrian 830,000 - - 830,000
a
Deemed interested by virtue of his interest in Bee Family Limited, through his shareholdings held in Yeh Family (PTC) Ltd.,
applying Section 8(4) of the Companies Act 2016.
b
Deemed interested by virtue of his interest in Creador Sdn. Bhd., applying Section 8(4) of the Companies Act 2016.
c
Deemed interested by virtue of the shares held by her spouse, applying Section 59(11)(c) of the Act.
d
Deemed interested by virtue of his interest in Yeh Family (PTC) Ltd., applying Section 8(4) of the Companies Act 2016.
By virtue of Section 8(4) of the Companies Act 2016 in Malaysia, Tan Yu Yeh is also deemed to be interested in the shares of
all the subsidiaries of the Company to the extent that the Company has an interest.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of remuneration received or due and receivable by the Directors as
shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or
with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest other
than the transactions entered into in the ordinary course of business as disclosed in Note 31 to the financial statements.
There were no arrangements made during and at the end of the financial year, to which the Company is a party, which had the
object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate except for the share options granted pursuant to the ESOS.
60 Mr D.I.Y. Group (M) Berhad
DIRECTORS’ REMUNERATION
The details of Directors’ remuneration are disclosed in Note 27 to the financial statements.
There were no indemnity given to or insurance effected for the auditors of the Group and of the Company during the financial
year.
(a) Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable
steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and have satisfied themselves that there are no known bad debts to be written
off and that provision need not be made for doubtful debts; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial
year have not been substantially affected by any item, transaction or event of a material and unusual nature.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(i) which would necessitate the writing off of bad debts or the making of provision for doubtful debts in the
financial statements of the Group and of the Company;
(ii) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate.
(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially
the results of the operations of the Group and of the Company for the financial year in which this report is
made; and
(ii) 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 would or may affect the ability of the Group
and of the Company to meet their obligations as and when they fall due.
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the
financial year to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the
financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or the financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.
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ANNUAL REPORT 2021 61
HOLDING COMPANIES
The immediate and ultimate holding companies of the Company are Bee Family Limited and Yeh Family (PTC) Ltd. respectively,
both of which are incorporated in British Virgin Islands.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF
THE REPORTING PERIOD
Significant events during the financial year and subsequent to the end of the reporting period are disclosed in Note 34 to the
financial statements.
AUDITORS
The auditors, BDO PLT (LLP0018825-LCA & AF 0206), have expressed their willingness to continue in office.
The details of auditors’ remuneration of the Company and its subsidiaries for the financial year ended 31 December 2021 are
as disclosed in Note 26 to the financial statements.
___________________________________ ___________________________________
Tan Yu Yeh Ong Chu Jin Adrian
Director Director
Kuala Lumpur
31 March 2022
62 Mr D.I.Y. Group (M) Berhad
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 67 to 128 have been drawn up in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company
as at 31 December 2021 and of their financial performance and cash flows of the Group and of the Company for the financial
year then ended.
___________________________________ ___________________________________
Tan Yu Yeh Ong Chu Jin Adrian
Director Director
Kuala Lumpur
31 March 2022
STATUTORY DECLARATION
I, Ong Chu Jin Adrian (CA 9971), being the Director primarily responsible for the financial management of Mr D.I.Y. Group (M)
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 67 to 128 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.
Before me:
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We have audited the financial statements of Mr D.I.Y. Group (M) Berhad, which comprise the statements of financial position
as at 31 December 2021 of the Group and of the Company, and the statements of profit or loss and other comprehensive
income, statements of changes in equity and statements of cash flows of the Group and of the Company for the financial
year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on
pages 67 to 128.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2021, and of their financial performance and cash flows for the financial year then ended in
accordance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”)
and the requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing (“ISAs”). 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.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”),
and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.
Key audit matters 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.
We refer to Note 3.17(a) and Note 23 to the financial statements on the recognition of revenue in accordance with
MFRS 15 Revenue from Contracts with Customers.
The Group utilises information technology system for the processing and recording of revenue involving large volumes
of sales generated from its retail outlets, which predominantly consists of individually low value transactions.
We determined this to be a key audit matter as the revenue recognised from sales generated from retail outlets are
material to the Group and poses a higher risk of material misstatement to the financial statements on the timing and
amount of revenue recognised due to the magnitude of the sales transactions, which involves large volume of low value
transactions.
64 Mr D.I.Y. Group (M) Berhad
(a) Revenue recognition involving large volumes of low value transactions (continued)
Audit response
(i) obtained an understanding of the design and implementation of key controls pertaining to the recording of sales
and revenue recognition;
(ii) tested the operating effectiveness of the key manual and automated controls over the processing and recording
of revenue, including relevant information technology general controls through the involvement of our information
technology specialists;
(iii) tested the accuracy of data interface between the Point of Sales system and the general ledger;
(iv) performed procedures by tracing samples of sales transactions against cash receipts deposited to financial
institutions and the statements from financial institutions; and
(v) performed cut-off procedures to determine that sales transactions were recorded in the appropriate accounting
period.
We refer to Note 4.2(a) and Note 8 to the financial statements on the recognition of right-of-use assets and lease
liabilities. As at 31 December 2021, the Group had recognised right-of-use assets and lease liabilities for leases of
Group with carrying amounts of RM1,057,294,000 and RM1,115,618,000 respectively.
We determined this to be a key audit matter because it requires management to exercise significant judgements for
specific assumptions applied in determining right-of-use assets and lease liabilities. The specific assumptions include
the determination of appropriate discount rates and assessment of lease terms, including renewal and termination
options of the leases.
Audit response
(i) obtained an understanding of the design and implementation of key controls pertaining to the recognition of
leases;
(ii) assessed the appropriateness of the discount rates applied in determining lease liabilities based on the lease
contracts and relevant inputs;
(iii) assessed the appropriateness of the assumptions applied in determining the lease terms of the lease liabilities,
including renewal and termination options of the leases;
(iv) verified the accuracy of the underlying lease data by agreeing a representative sample of leases to original
contracts or other supporting information; and
(v) assessed the appropriateness of applying the requirements of Amendment to MFRS 16 COVID-19-Related Rent
Concessions beyond 30 June 2021.
We have determined that there are no key audit matters to be communicated in our auditors’ report of the audit of the
separate financial statements of the Company.
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 65
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements
of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, 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.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability
of the Group and of the Company 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.
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, 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 internal control of the
Group and of the Company.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
66 Mr D.I.Y. Group (M) Berhad
(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 ability of the Group and of the Company 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) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we 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.
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.
___________________________________ ___________________________________
BDO PLT Tang Seng Choon
LLP0018825-LCA & AF 0206 02011/12/2023 J
Chartered Accountants Chartered Accountant
Kuala Lumpur
31 March 2022
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 67
Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 6 531,225 436,331 - -
Intangible assets 7 6,202 5,041 - -
Right-of-use assets 8 1,057,294 879,422 - -
Investments in subsidiaries 9 - - 181,051 162,765
Investment in an associate 10 7,893 6,226 1,620 1,620
Other receivables 13 - - 90,041 33,733
Deferred tax assets 11 13,716 17,273 - -
Current assets
Inventories 12 748,938 690,047 - -
Trade and other receivables 13 140,274 127,754 33,194 199,201
Current tax assets 2,407 - - -
Cash and bank balances 14 192,650 90,885 74,896 30,498
TOTAL EQUITY
1,149,192 876,676 379,506 419,892
LIABILITIES
Non-current liabilities
Borrowings 17 16,191 20,761 - -
Lease liabilities 8 968,349 813,612 - -
Provision for restoration costs 20 20,340 16,008 - -
Deferred tax liabilities 11 8,148 2,324 - -
1,013,028 852,705 - -
Current liabilities
Trade and other payables 21 149,839 119,925 1,007 7,627
Borrowings 17 192,155 242,823 - -
Lease liabilities 8 147,269 120,770 - -
Provision for restoration costs 20 644 536 - -
Current tax liabilities 48,472 39,544 289 298
* The weighted average number of ordinary shares in issue as at end of previous reporting period used in the calculation
of the basic and diluted earnings per share had been adjusted retrospectively to reflect the Subdivision, which was
completed on 23 September 2020 as disclosed in Note 15 to the financial statements.
Foreign
currency Share Distributable
Share Merger translation options Retained Total
capital reserve reserve reserve earnings equity
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Share Distributable
Share options Retained Total
capital reserve earnings equity
Company Note RM’000 RM’000 RM’000 RM’000
Balance as at 1 January 2020 1,970 - 173,361 175,331
Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Adjustments for:
Accretion of discount from
deposits for leases 26 (6,159) - - -
Amortisation of intangible assets 7 1,737 1,192 - -
Depreciation of property, plant and
equipment 6 69,923 52,309 - -
Depreciation of right-of-use assets 8 156,751 119,142 - -
Dividend income 23 - - (119,937) (58,092)
ESOS share options expenses 16(c) 6,786 1,212 - -
Fair value of financial guarantee
contracts 26 - - 95 248
Gain on disposal of property, plant
and equipment 26 (328) (370) - -
Gain on reassessments and
modifications of leases 26 (2,596) (67) - -
Interest expense on:
- borrowings 25 8,672 22,807 - -
- lease liabilities 25 51,252 45,520 - -
Interest income 26 (1,665) (3,167) (3,521) (1,524)
Inventory losses 12 11,351 16,780 - -
Inventories written off 12 10,647 7,952 - -
Property, plant and equipment
written off 6 2,073 1,087 - -
Rent concessions 8 (3,657) (10,448) - -
Provision/(Reversal of provision)
for restoration costs 20 45 (1,995) - -
Share of profit of an associate 10 (2,117) (1,918) - -
Unrealised loss on foreign exchange 26 71 - - -
Unwinding of discount on provision
for restoration costs 25 707 624 - -
Operating profit/(loss) before changes
in working capital 889,900 708,335 (3,415) (13,504)
Changes in working capital:
Inventories (80,823) (218,136) - -
Trade and other receivables (28,237) (5,953) 6 (50)
Trade and other payables 8,688 21,676 (6,715) 6,922
Cash generated from/(used in) operations 789,528 505,922 (10,124) (6,632)
Tax paid (138,828) (120,770) (863) (132)
Tax refunded 132 - - -
Net cash from/(used in) operating activities 650,832 385,152 (10,987) (6,764)
72 Mr D.I.Y. Group (M) Berhad
Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
1. CORPORATE INFORMATION
Mr D.I.Y. Group (M) Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia,
and is listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office and principal place of business of the Company are located at Lot 1907, Jalan KPB 11,
Kawasan Perindustrian Balakong, 43300 Seri Kembangan, Selangor.
The Company is principally an investment holding company. The principal activities of the subsidiaries are set out in
Note 9 to the financial statements. There have been no significant changes in the nature of these activities of the Group
and of the Company during the financial year.
The immediate and ultimate holding companies of the Company are Bee Family Limited and Yeh Family (PTC) Ltd.
respectively, both of which are incorporated in British Virgin Islands.
The consolidated financial statements for the financial year ended 31 December 2021 comprise the financial statements
of the Company and its subsidiaries and the interests of the Group in an associate. These financial statements are
presented in Ringgit Malaysia (“RM”), which is also the functional currency of the Company. All financial information
presented in RM has been rounded to the nearest thousand (“RM’000”), unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on
31 March 2022.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the provisions of the
Companies Act 2016 in Malaysia.
The financial statements of the Group and of the Company have been prepared under the historical cost convention
except as otherwise stated in the financial statements.
The preparation of these financial statements in conformity with MFRSs and IFRSs requires the Directors to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure
of contingent assets and contingent liabilities. In addition, the Directors are also required to exercise their judgement
in the process of applying the accounting policies. The areas involving such judgements, estimates and assumptions
are disclosed in the financial statements. Although these estimates and assumptions are based on the Directors’ best
knowledge of events and actions, actual results could differ from those estimates.
The consolidated financial statements of the Group incorporate the financial statements of the Company and
all its subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
(b) Exposure, or rights, to variable returns from its involvement with the investee; and
(c) The ability to use its power over the investee to affect its returns.
74 Mr D.I.Y. Group (M) Berhad
If the Group has less than a majority of the voting of similar rights of an investee, the Group considers all relevant
facts and circumstances in assessing whether it has power over an investee, including:
(a) The contractual arrangement with the other vote holders of the investee;
(c) The voting rights of the Group and potential voting rights.
Intragroup balances, transactions, income and expenses are eliminated in the consolidated financial statement.
Unrealised gains arising from transactions with the associate are eliminated against the investment to the extent
of the interest of the Group in the investee. Unrealised losses are eliminated in the same way as unrealised gains,
but only to the extent that there is no impairment.
The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company,
using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure
consistency with the policies adopted by the Group.
Non-controlling interests, if any, represent equity in subsidiaries that are not attributable, directly or indirectly,
to owners of the parent, and is presented separately in the consolidated statement of profit or loss and other
comprehensive income and within equity in the consolidated statement of financial position, separately from
equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income
are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is
attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Subsidiaries are consolidated from the date on which
control is transferred to the Group up to the effective date on which control ceases, as appropriate. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the financial year are included in
the statement of profit or loss and other comprehensive income from the date the Group gains control until the
date the Group ceases to control the subsidiary.
If the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:
(a) the aggregate of the fair value of the consideration received and the fair value of any retained interest; and
(b) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for
(i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be
required if the relevant assets or liabilities were disposed of. The fair value of any investments retained in the
former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under MFRS 9 Financial Instruments or, where applicable, the cost on initial recognition of an
investment in an associate or a joint venture.
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ANNUAL REPORT 2021 75
Business combinations other than those involving entities under common control, are accounted for by applying
the acquisition method of accounting.
Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured
at their fair value at the acquisition date, except that:
(a) deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee Benefits
respectively;
(b) right-of-use assets and lease liabilities for leases are recognised and measured in accordance with
MFRS 16 Leases;
(c) liabilities or equity instruments related to share-based payment transactions of the acquiree or the
replacements by the Group of an acquiree’s share-based payment transactions are measured in accordance
with MFRS 2 Share-based Payment at the acquisition date; and
(d) assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the
services are received.
Any contingent consideration payable is recognised at fair value at the acquisition date. The Group accounts for
changes in fair value of contingent consideration that are not measurement period adjustments as follows:
(a) Contingent consideration classified as equity shall not be remeasured and its subsequent settlement shall
be accounted for within equity.
(i) is within the scope of MFRS 9 Financial Instruments shall be measured at fair value at each reporting
date and changes in fair value shall be recognised in profit or loss in accordance with MFRS 9 Financial
Instruments for the relevant period.
(ii) is not within the scope of MFRS 9 Financial Instruments shall be measured at fair value at each
reporting date and changes in fair value shall be recognised in profit or loss.
In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured to
fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.
Components of non-controlling interests in the acquiree that are present ownership interests and entitle their
holders to a proportionate share of the entity’s net assets in the event of liquidation are initially measured at
the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable
net assets. All other components of non-controlling interests shall be measured at their acquisition-date fair
values, unless another measurement basis is required by MFRS. The choice of measurement basis is made on
a combination-by-combination basis. Subsequent to initial recognition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of
subsequent changes in equity.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount
of non-controlling interest in the acquiree (if any), and the fair value of the previously held equity interest of the
Group in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded
as goodwill in the statement of financial position. In instances where the latter amount exceeds the former, the
excess is recognised as a gain on bargain purchase in profit or loss on the acquisition date.
76 Mr D.I.Y. Group (M) Berhad
Buildings 2%
Furniture, fittings and equipment 10% - 20%
Motor vehicles 20%
Renovations 20%
Signboards 10%
Freehold land has unlimited useful life and is not depreciated. Capital work-in-progress is not depreciated until
such time when the asset is available for use.
At the end of each reporting period, the carrying amount of an item of property, plant and equipment excluding
right-of-use assets is assessed for impairment when events or changes in circumstances indicate that its carrying
amount may not be recoverable. A write down is made if the carrying amount exceeds the recoverable amount
(see Note 3.7 to the financial statements on impairment of non-financial assets).
The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to
ensure that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of property, plant and
equipment. If expectations differ from previous estimates, the changes are accounted for as a change in an
accounting estimate.
The carrying amount of an item of property, plant and equipment excluding right-of-use assets is derecognised
on disposal or when no future economic benefits are expected from its use or disposal. The difference between
the net disposal proceeds, if any, and the carrying amount is included in profit or loss.
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ANNUAL REPORT 2021 77
The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities
adjusted for any lease payments made at or before the commencement date of the leases.
After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and accumulated
impairment losses, if any, and adjusted for any re-measurement of the lease liabilities.
The right-of-use assets are depreciated on the straight-line basis over the earlier of the estimated useful lives of
the right-of-use assets or the end of the lease term. The principal depreciation periods are as follows:
Intangible assets other than goodwill are recognised only when the identifiability, control and future economic
benefit probability criteria are met.
The Group recognises at the acquisition date separately from goodwill, an intangible asset of the acquiree,
irrespective of whether the asset had been recognised by the acquiree before the business combination.
Intangible assets are initially measured at cost. The cost of intangible assets recognised in a business combination
is their fair values as at the date of acquisition.
After initial recognition, intangible assets are carried at cost less any accumulated amortisation and any
accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis over the estimated economic useful lives
and are assessed for any indication that the asset could be impaired. If any such indication exists, the entity
shall estimate the recoverable amount of the asset. The amortisation period and the amortisation method for an
intangible asset with a finite useful life are reviewed at least at the end of each reporting period. The amortisation
expense on intangible assets with finite lives is recognised in profit or loss and is included within the other
operating expenses line item.
An intangible asset has an indefinite useful life when based on the analysis of all the relevant factors, there is
no foreseeable limit to the period over which the asset is expected to generate net cash inflows to the Group.
Intangible assets with indefinite useful lives are tested for impairment annually and wherever there is an indication
that the carrying amount may be impaired. Such intangible assets are not amortised. Their useful lives are
reviewed at the end of each reporting period to determine whether events and circumstances continue to support
the indefinite useful life assessment for the asset. If they do not, the change in the useful life assessment from
indefinite to finite is accounted for as a change in accounting estimate in accordance with MFRS 108 Accounting
Policies, Changes in Accounting Estimates and Errors.
Expenditure on an intangible item that are initially recognised as an expense is not recognised as part of the cost
of an intangible asset at a later date.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its use.
The gain or loss arising from derecognition is determined as the difference between the net disposal proceeds,
if any, and the carrying amount of the asset is recognised in profit or loss when the asset is derecognised.
Computer software
Acquired computer software is capitalised on the basis of the cost incurred to acquire and bring to use the
specific software. This cost is amortised over its estimated useful live of five (5) years on a straight-line basis.
The estimated useful lives represent common life expectancies applied in the industry within which the Group
operates.
78 Mr D.I.Y. Group (M) Berhad
The Group recognises a right-of-use asset and a lease liability at the commencement date of the contract for all
leases excluding short-term leases or leases for which the underlying asset is of low value, conveying the right to
control the use of an identified asset for a period of time.
The Group determines the lease term as the non-cancellable period of a lease, together with both:
(a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option;
and
(b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that
option.
In assessing whether a lessee is reasonably certain to exercise an option to extend a lease, or not to exercise an
option to terminate a lease, the Group considers all relevant facts and circumstances that create an economic
incentive for the lessee to exercise the option to extend the lease, or not to exercise the option to terminate the
lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases
of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
Right-of-use asset
(b) any lease payments made at or before the commencement date of the lease, less any lease incentives
received;
(d) an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring
the site on which it is located or restoring the underlying asset to the condition required by the lessor.
Subsequent to the initial recognition, the right-of-use asset is measured at cost less accumulated depreciation
and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability.
The right-of-use asset is depreciated using the straight-line method from the commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the lease term.
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date. The lease payments are discounted using the incremental borrowing rate of the Group.
Subsequent to the initial recognition, the Group measures the lease liability by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect lease payments made, and remeasuring
the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed
lease payments.
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ANNUAL REPORT 2021 79
(a) Subsidiaries
A subsidiary is an entity in which the Group and the Company are exposed, or have rights, to variable
returns from its involvement with the subsidiary and have the ability to affect those returns through its power
over the subsidiary.
When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the Group would
derecognise all assets, liabilities and non-controlling interests at their carrying amount and to recognise the
fair value of the consideration received. Any retained interest in the former subsidiary is recognised at its
fair value at the date control is lost. The resulting difference is recognised as a gain or loss in profit or loss.
(b) Associate
An associate is an entity over which the Group and the Company has significant influence and that is neither
a subsidiary nor an interest in a joint arrangement. Significant influence is the power to participate in the
financial and operating policy decisions of the investee but is neither control nor joint control over those
policies.
In the separate financial statements of the Company, an investment in associate is stated at cost less
impairment losses. An investment in associate is accounted for in the consolidated financial statements
using the equity method of accounting. The investment in associate in the consolidated statement of
financial position is initially recognised at cost and adjusted thereafter for the post acquisition change in
the share of net assets of the investments of the Group. The interest in an associate is the carrying amount
of the investment in the associate under the equity method together with any long-term interest that, in
substance, form part of the net investment in the associate of the Group.
The share of the profit or loss of the associate by the Group during the financial year is included in the
consolidated financial statements, after adjustments to align the accounting policies with those of the
Group, from the date that significant influence commences until the date that significant influence ceases.
Distributions received from the associate reduce the carrying amount of the investment. Adjustments to
the carrying amount could also be necessary for changes in the proportionate interest of the Group in the
associate arising from changes in the associate’s equity that have not been recognised in the associate’s
profit or loss. Such changes include those arising from the revaluation of property, plant and equipment
and from foreign exchange translation differences. The share of those changes by the Group is recognised
directly in equity of the Group.
Unrealised gains and losses on transactions between the Group and the associate are eliminated to the
extent of the interest of the Group in the associate to the extent that there is no impairment. When the share
of losses of the Group in the associate equals to or exceeds its interest in the associate, the carrying amount
of that interest is reduced to nil and the Group does not recognise further losses unless it has incurred legal
or constructive obligations or made payments on its behalf.
The most recent available financial statements of the associate are used by the Group in applying the equity
method. When the end of the reporting period of the financial statements are not coterminous, the share
of results is arrived at using the latest financial statements for which the difference in end of the reporting
period is no more than three (3) months. Adjustments are made for the effects of any significant transactions
or events that occur between the intervening periods.
80 Mr D.I.Y. Group (M) Berhad
When the Group ceases to have significant influence over an associate, any retained interest in the former
associate at the date when significant influence is lost is measured at fair value and this amount is regarded
as the initial carrying amount of a financial asset. The difference between the fair value of any retained
interest plus proceeds from the interest disposed of and the carrying amount of the investment at the date
when equity method is discontinued is recognised in the profit or loss.
When the interest of the Group in an associate decreases but does not result in a loss of significant
influence, any retained interest is not re-measured. Any gain or loss arising from the decrease in interest is
recognised in profit or loss. Any gains or losses previously recognised in other comprehensive income are
also reclassified proportionately to the profit or loss if that gain or loss would be required to be reclassified
to profit or loss on the disposal of the related assets or liabilities.
The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries and investment
in an associate), inventories and deferred tax assets, are reviewed at the end of each reporting period to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is
estimated.
The recoverable amount of an asset is estimated for an individual asset. Where it is not possible to estimate the
recoverable amount of the individual asset, the impairment test is carried out on the cash generating unit (“CGU”)
to which the asset belongs.
The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its value in use.
In estimating value in use, the estimated future cash inflows and outflows to be derived from continuing use of
the asset and from its ultimate disposal are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which the
future cash flow estimates have not been adjusted. An impairment loss is recognised in profit or loss when the
carrying amount of the asset or the CGU, including the intangible asset, exceeds the recoverable amount of
the asset or the CGU. The total impairment loss is allocated to the assets of the CGU on a pro-rata basis of the
carrying amount of each asset in the CGU. The impairment loss is recognised in profit or loss immediately.
An impairment loss for assets is reversed if, and only if, there has been a change in the estimates used to
determine the assets’ recoverable amount since the last impairment loss was recognised.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised. Such reversals are recognised as income immediately in profit or loss.
3.8 Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business, less the estimated costs necessary to make the sale.
Cost is determined using the weighted average method. The cost comprises all costs of purchase plus other
costs incurred in bringing the inventories to their present location and condition.
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Financial assets are recognised in the statements of financial position when, and only when, the Group
become a party to the contractual provisions of the financial instrument.
When financial assets are initially recognised, they are measured at fair value, plus, in the case of financial
assets not at Fair Value Through Profit or Loss (FVTPL), directly attributable transaction costs.
The Group determines the classification of financial assets upon initial recognition. The measurement for
each classification of financial assets is as below:
Financial assets that are debt instruments are measured at amortised cost if they are held within
a business model whose objective is to collect contractual cash flows and have contractual terms
which give rise on specific dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Subsequent to initial recognition, financial assets are measured at amortised cost using the effective
interest method. Gains and losses are recognised in profit or loss through the amortisation process
and when the financial assets are impaired or derecognised.
Financial assets that are debt instruments are measured at Fair Value Through Other Comprehensive
Income (FVTOCI) if they are held within a business model whose objectives are to collect contractual
cash flows and selling the financial assets, and have contractual terms which give rise on specific dates
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets that are debt instruments are measured at fair value.
Any gains or losses arising from the changes in fair value are recognised in other comprehensive
income, except for impairment losses, exchange differences and interest income which are recognised
in profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is
reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is
derecognised.
Financial assets that are debt instruments, which do not satisfy the requirements to be measured at
amortised cost or FVTOCI are measured at FVTPL. Any gains or losses arising from the changes in fair
value are recognised in profit or loss.
The Group does not have any financial assets measured at FVTOCI and FVTPL as at the end of the
reporting period.
Equity instruments are classified as financial assets measured at FVTPL if they are held for trading or
are designated as such upon initial recognition. Equity instruments are classified as held for trading
if they are acquired principally for sale in the near term or are derivatives that do not meet the hedge
accounting criteria (including separated embedded derivatives). The Group has an option to elect an
irrevocable option to designate its equity instruments at initial recognition as financial assets measured
at FVTOCI if the equity instruments are not held for trading.
Subsequent to initial recognition, financial assets that are equity instruments are measured at fair
value. Any gains or losses arising from the changes in fair value are recognised in profit or loss for
equity instruments measured at FVTPL. As for equity instruments measured at FVTOCI, any gains or
losses arising from the changes in fair value are recognised in other comprehensive income and are
not subsequently transferred to profit or loss.
The Group does not have any equity instrument measured at FVTPL and FVTOCI as at the end of the
reporting period.
Dividends on equity instruments are recognised in profit or loss when the right to receive payment is
established.
82 Mr D.I.Y. Group (M) Berhad
Cash and cash equivalents consist of cash on hand, bank balances and deposits with banks and highly
liquid investments which have an insignificant risk of changes in fair value with original maturities of three
(3) months or less, and are used by the Group in the management of their short-term commitments. For the
purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdrafts
and pledged deposits, if any.
A financial asset is derecognised when the contractual right to receive cash flows from the financial asset
has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of consideration received (including any new asset obtained less any new liability assumed)
and any cumulative gain or loss that had been recognised directly in other comprehensive income shall be
recognised in profit or loss.
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require
delivery of the asset within the time frame established generally by regulation or marketplace convention.
A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable,
using trade date accounting.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. A financial liability is classified into the following two (2) categories after initial recognition for
the purpose of subsequent measurement:
Financial liabilities at fair value through profit or loss comprise financial liabilities that are held for
trading, derivatives (both, freestanding and embedded) and financial liabilities that were specifically
designated into this classification upon initial recognition.
Subsequent to initial recognition, financial liabilities classified as at fair value through profit or loss are
measured at fair value. Any gains or losses arising from changes in the fair value of financial liabilities
classified as at fair value through profit or loss are recognised in profit or loss.
Financial liabilities classified as other financial liabilities comprise non-derivative financial liabilities that
are neither held for trading nor initially designated as at fair value through profit or loss.
Subsequent to initial recognition, other financial liabilities are measured at amortised cost using the
effective interest method. Gains or losses on other financial liabilities are recognised in profit or loss
when the financial liabilities are derecognised and through the amortisation process.
A financial liability is derecognised when, and only when, it is extinguished, i.e. when the obligation specified
in the contract is discharged or cancelled or expires. An exchange between an existing borrower and lender
of debt instruments with substantially different terms are accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the
terms of an existing financial liability is accounted for as an extinguishment of the original financial liability
and the recognition of a new financial liability.
Any difference between the carrying amount of a financial liability extinguished or transferred to another party
and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised
in profit or loss.
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(c) Equity
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities. Ordinary shares are classified as equity instruments.
Ordinary shares are recorded at the proceeds received at issuance and classified as equity. Transactions
costs directly related to the issuance of equity instrument are accounted for as a deduction from equity, net
of any related income tax benefit. Otherwise, they are charged to profit or loss.
Interim and final dividends to shareholders are recognised in equity in the period in which they are authorised
for issuance.
The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Group at
the fair value of the assets to be distributed. The carrying amount of the dividend is remeasured at the
end of each reporting period and at the settlement date, with any changes recognised directly in equity as
adjustments to the amount of the distribution. On settlement of the transaction, the Group recognises the
difference, if any, between the carrying amounts of the assets distributed and the carrying amount of the
liability in profit or loss.
The Group recognises an impairment loss allowance for expected credit losses on a financial asset that is
measured at amortised cost.
The Group recognises allowance for impairment loss for trade receivables based on the simplified approach in
accordance with MFRS 9 Financial Instruments and measures the allowance for impairment loss based on a
lifetime expected credit loss from initial recognition.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over
the expected life of the asset, while twelve-month expected credit losses are the portion of expected credit
losses that result from default events that are possible within the twelve (12) months after the reporting date. The
maximum period considered when estimating expected credit losses is the maximum contractual period over
which the Group are exposed to credit risk.
At the end of each reporting period, the Group assesses whether there has been a significant increase in credit
risk for financial assets other than trade receivables by comparing the risk of default occurring over the expected
life with the risk of default since initial recognition. For those in which the credit risk has not increased significantly
since initial recognition of the financial asset, twelve-month expected credit losses along with gross interest
income are recognised. For those in which credit risk has increased significantly, lifetime expected credit losses
along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are recognised.
The Group considers historical credit loss experience and observable data such as current changes and future
forecasts in economic conditions to estimate the amount of expected impairment loss. The methodology and
assumptions including any forecasts of future economic conditions are reviewed regularly.
The carrying amount of the financial asset is reduced through the use of an allowance for impairment loss account
and the amount of impairment loss is recognised in profit or loss. When a financial asset becomes uncollectible,
it is written off against the allowance for impairment loss account.
84 Mr D.I.Y. Group (M) Berhad
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is
capitalised as part of the cost of the asset until when substantially all the activities necessary to prepare the asset
for its intended use or sale are complete, after which such expense is charged to profit or loss. A qualifying asset is
an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Capitalisation
of borrowing cost is suspended during extended periods in which active development is interrupted.
The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on the borrowing
during the period less any investment income on the temporary investment of the borrowing.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Income taxes include all domestic and foreign taxes on taxable profit.
Taxes in the statements of profit or loss and other comprehensive income comprise current tax and deferred tax.
Current tax expenses are determined according to the tax laws of the jurisdiction in which the Group
operates and include all taxes based upon the taxable profits.
Deferred tax is recognised in full using the liability method on temporary differences arising between the
carrying amount of an asset or liability in the statements of financial position and its tax base.
Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill or the
initial recognition of an asset or liability in a transaction which is not a business combination and at the time
of transaction, affects neither accounting profit nor taxable profit.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits would be
available against which the deductible temporary differences, unused tax losses and unused tax credits can
be utilised. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period. If
it is no longer probable that sufficient taxable profits would be available to allow the benefit of part or all
of that deferred tax asset to be utilised, the carrying amount of the deferred tax asset would be reduced
accordingly. When it becomes probable that sufficient taxable profits would be available, such reductions
would be reversed to the extent of the taxable profits.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation
authority on either:
(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or
to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax would be recognised as income or expense and included in profit or loss for the period unless
the tax relates to items that are credited or charged, in the same or a different period, directly to equity, in
which case the deferred tax would be charged or credited directly to equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based on the announcement of tax rates and tax laws by the
Government in the annual budgets which have the substantive effect of actual enactment by the end of each
reporting period.
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Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event,
and when it is probable that an outflow of resources embodying economic benefits would be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects
a provision to be reimbursed (for example, under an insurance contract), the reimbursement is recognised as a
separate asset but only when the reimbursement is virtually certain.
If the effect of the time value of money is material, the amount of a provision would be discounted to its present
value at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it
is no longer probable that an outflow of resources embodying economic benefits would be required to settle the
obligation, the provision would be reversed.
Provisions are not recognised for future operating losses. If the Group has a contract that is onerous, the present
obligation under the contract shall be recognised and measured as a provision.
This provision is recognised in respect of the obligation of the Group to restore leased retail outlets to its original
state upon the expiry of tenancy agreements.
Provision for restoration costs comprises estimates of reinstatement costs for retail outlets upon termination of
tenancy.
A contingent liability is a possible obligation that arises from past events whose existence would be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a
present obligation that is not recognised because it is not probable that an outflow of resources would be required
to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot
be recognised because it cannot be measured reliably. The Group does not recognise a contingent liability but
discloses its existence in the financial statements.
A contingent asset is a possible asset that arises from past events whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group. The Group
does not recognise a contingent asset but discloses its existence where the inflows of economic benefits are
probable, but not virtually certain.
In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed are
measured initially at their fair value at the acquisition date.
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary
benefits are measured on an undiscounted basis and are expensed when employees rendered their services
to the Group.
Short-term accumulating compensated absences such as paid annual leave are recognised as an expense
when employees render services that increase their entitlement to future compensated absences. Short-
term non-accumulating compensated absences such as sick leave are recognised when the absences
occur and they lapse if the current period’s entitlement is not used in full and do not entitle employees to a
cash payment for unused entitlement on leaving the Group.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make
such payments, as a result of past events and when a reliable estimate can be made of the amount of the
obligation.
86 Mr D.I.Y. Group (M) Berhad
The Company and its subsidiaries incorporated in Malaysia make contributions to a statutory provident
fund and the foreign operation in Negara Brunei Darussalam makes contribution to the statutory pension
schemes in Brunei. The contributions are recognised as liabilities after deducting any contributions already
paid and as expenses in the period in which the employees render their services.
The Group operates an equity-settled, share-based compensation plan, under which the Group receives
services from employees as consideration for equity instruments of the Group. The fair value of the employee
services received in exchange for the grant of the options is recognised as an expense.
The total amount to be expensed is determined by reference to the fair value of the options granted including
any market performance conditions but excluding the impact of any non-market performance and service
vesting conditions.
Non-market performance and service conditions are included in assumptions about the number of options
that are expected to vest. The total expense is recognised over the vesting period, which is the period over
which all of the specified vesting conditions are to be satisfied.
In addition, in some circumstances employees could provide services in advance of the grant date and
therefore the grant date fair value is estimated for the purposes of recognising the expense during the period
between service commencement period and grant date.
At the end of each reporting period, the Group revises its estimates of the number of options that are
expected to vest based on the non-market vesting conditions. The Group recognises the impact of the
revision to original estimates, if any, in the profit or loss, with a corresponding adjustment to equity.
If the options are exercised, the Company issues new shares to the employees. The proceeds received, net
of any directly attributable transaction costs are recognised in ordinary share capital.
Items included in the financial statements of each of the entities of the Group are measured using the
currency of the primary economic environment in which the entity operates (“the functional currency”). The
consolidated financial statements are presented in Ringgit Malaysia, which is the functional and presentation
currency of the Company.
Transactions in foreign currencies are converted into functional currency at rates of exchange ruling at the
transaction dates. Monetary assets and liabilities in foreign currencies at the end of each reporting period
are translated into functional currency at rates of exchange ruling at that date. All exchange differences
arising from the settlement of foreign currency transactions and from the translation of foreign currency
monetary assets and liabilities are included in profit or loss in the period in which they arise. Non-monetary
items initially denominated in foreign currencies, which are carried at historical cost, are translated using
the historical rate as of the date of acquisition, and non-monetary items, which are carried at fair value are
translated using the exchange rate that existed when the values were determined for presentation currency
purposes.
Financial statements of foreign operations are translated at the end of the reporting period exchange
rates to their assets and liabilities, and at exchange rates at the dates of the transactions with respect to
the statement of profit or loss and other comprehensive income. All resulting translation differences are
recognised as a separate component of equity.
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The Group recognises revenue from contracts with customers for the sale of goods based on the five-step
model as set out below:
(i) Identify contract(s) with a customer. A contract is defined as an agreement between two or more
parties that creates enforceable rights and obligations and sets out the criteria that must be met.
(ii) Identify performance obligations in the contract. A performance obligation is a promise in a contract
with a customer to transfer a good or service to the customer.
(iii) Determine the transaction price. The transaction price is the amount of consideration to which the
Group expects to be entitled in exchange for transferring promised goods or services to a customer,
excluding amounts collected on behalf of third parties.
(iv) Allocate the transaction price to the performance obligations in the contract. For a contract that has
more than one performance obligation, the Group allocates the transaction price to each performance
obligation in an amount that depicts the amount of consideration to which the Group expects to be
entitled in exchange for satisfying each performance obligation.
The Group satisfies a performance obligation and recognises revenue over time if the performance of the
Group:
(i) Does not create an asset with an alternative use to the Group and has an enforceable right to payment
for performance completed to-date; or
(ii) Creates or enhances an asset that the customer controls as the asset is created or enhanced; or
(iii) Provides benefits that the customer simultaneously receives and consumes as the Group performs.
For performance obligations where any one of the above conditions is not met, revenue is recognised at the
point in time at which the performance obligation is satisfied.
(a) engage in business activities from which it could earn revenues and incur expenses (including revenues and
expenses relating to transactions with other components of the Group);
(b) whose operating results are regularly reviewed by the chief operating decision maker of the Group particularly
in making decisions about resources to be allocated to the segment and assessing its performance; and
An operating segment may engage in business activities for which it has yet to earn revenues.
The Group reports separately information about each operating segment that meets any of the following
quantitative thresholds:
(a) Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten
percent (10%) or more of the consolidated revenue, internal and external, of all operating segments.
(b) The absolute amount of its reported profit or loss is ten percent (10%) or more of the greater, in absolute
amount of:
(i) the combined reported profit of all operating segments that did not report a loss; and
(ii) the combined reported loss of all reporting segments that reported a loss.
(c) Its assets are ten percent (10%) or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and
separately disclosed, if the management believes that information about the segment would be useful to users of
the financial statements.
Total external revenue reported by operating segments shall constitute at least seventy-five percent (75%) of
the revenue of the Group. Operating segments identified as reportable segments in the current financial year
in accordance with the quantitative thresholds would result in a restatement of prior year segment data for
comparative purposes.
(a) Basic
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year
attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding
during the financial year.
(b) Diluted
Diluted earnings per ordinary share for the financial year is calculated by dividing the profit for the financial
year attributable to equity holders of the parent by the weighted average number of ordinary shares
outstanding during the financial year adjusted for the effects of dilutive potential ordinary shares.
The fair value of an asset or a liability, except for share-based payments and lease transactions is determined as
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement assumes that the transaction to sell
the asset or transfer the liability takes place either in the principal market or in the absence of a principal market,
in the most advantageous market.
The Group measures the fair value of an asset or a liability by taking into account the characteristics of the asset
or liability if market participants would take these characteristics into account when pricing the asset or liability.
The Group has considered the following characteristics when determining fair value:
The fair value measurement for a non-financial asset takes into account the ability of the market participant
to generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
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The fair value of a financial or non-financial liability or an entity’s own equity instrument assumes that:
(a) A liability would remain outstanding and the market participant transferee would be required to fulfil
the obligation. The liability would not be settled with the counterparty or otherwise extinguished on the
measurement date; and
(b) An entity’s own equity instrument would remain outstanding and the market participant transferee would
take on the rights and responsibilities associated with the instrument. The instrument would not be cancelled
or otherwise extinguished on the measurement date.
The financial and non-financial assets and liabilities that are measured subsequent to initial recognition at fair
value are grouped into Level 1 to Level 3 based on the degree to which the fair value inputs are observable:
(a) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities;
(b) Level 2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices); and
(c) Level 3 fair value measurements are those derived from inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The classification of an item into the above levels is based on the lowest level of the inputs used in the fair value
measurement of the item. Transfers of items between levels are recognised in the period they occur.
There are no significant judgements made by the management in the process of applying the accounting policies
of the Group that have a significant effect on the amounts recognised in the financial statements.
The following are key assumptions concerning the future and other key sources of estimation uncertainty at the
end of each reporting period that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year:
(a) Determination of the discount rates and lease term for leases
The Group determines the discount rates for leases based on the incremental borrowing rates of the Group.
Significant judgements are required to be exercised by management in determining the appropriate discount
rate for the respective leases based on prevailing market borrowing rates over similar lease terms, of similar
value as the respective right-of-use assets in a similar economic environment.
The Group determines the lease term of a lease as the non-cancellable period of the lease, together with
periods covered by an option to extend or to terminate the lease if the Group is reasonably certain to
exercise the relevant options. Management is required to exercise significant judgements in considering
the relevant facts and circumstances that create an economic incentive for the Group to either exercise the
option to extend the lease, or to exercise the option to terminate the lease.
Any differences in expectations from the original estimates would impact the carrying amounts of the lease
liabilities of the Group.
The Group estimates provision for restoration costs based on historical costs incurred per square feet of rent
area. The estimated provision for restoration costs is reviewed periodically and is updated if expectations
differ from previous estimates due to changes in cost factors. Where expectations differ from the original
estimates, the differences would impact the carrying amount of provision for restoration costs of the Group.
90 Mr D.I.Y. Group (M) Berhad
5. OPERATING SEGMENTS
For management purposes, the Group is organised into two (2) reportable segments based on their geographical
locations. The reportable segments are summarised as follows:
(ii) Brunei.
The accounting policies of the operating segments are the same as those described in the financial statements.
The Group evaluates performance of the operating segments on the basis of profit or loss before tax.
Inter-segment revenue is priced along the same lines as sales to external customers and is eliminated in the consolidated
financial statements. These policies have been applied consistently throughout the reporting periods.
Segment results, assets and liabilities include items directly attributable to a segment. Segment capital expenditure is
the total costs incurred during the period to acquire segment assets that are expected to be used for more than one
year.
Capital expenditure
Capital expenditure comprises additions to property, plant and equipment and intangible assets.
Major customers
There are no major customers with revenue equal or more than ten percent (10%) of the Group revenue. As such,
information on major customers is not presented.
Revenue
Sales to external customers 3,346,062 27,346 - 3,373,408
Inter-segment sales 12,768 - (12,768) -
Total revenue 3,358,830 27,346 (12,768) 3,373,408
Results
Profit from operations 641,299 8,235 (4,613) 644,921
Interest expense (59,758) (873) - (60,631)
Share of profit of an associate 2,117 - - 2,117
Profit before tax 583,658 7,362 (4,613) 586,407
Income tax expense (153,713) (869) 2 (154,580)
Net profit for the financial year 429,945 6,493 (4,611) 431,827
Assets
Segment assets 2,665,950 35,589 (940) 2,700,599
Non-current assets (excluding right-of-use
assets, investment in an associate and
deferred tax assets) 534,328 3,099 - 537,427
Investment in an associate 7,893 - - 7,893
Liabilities
Segment liabilities 1,529,517 22,495 (605) 1,551,407
Revenue
Sales to external customers 2,535,294 24,021 - 2,559,315
Inter-segment sales 10,793 - (10,793) -
Total revenue 2,546,087 24,021 (10,793) 2,559,315
Results
Profit from operations 523,643 8,794 (7,729) 524,708
Interest expense (68,359) (592) - (68,951)
Share of profit of an associate 1,918 - - 1,918
Profit before tax 457,202 8,202 (7,729) 457,675
Income tax expense (119,416) (1,125) 27 (120,514)
Net profit for the financial year 337,786 7,077 (7,702) 337,161
Assets
Segment assets 2,224,692 28,998 (711) 2,252,979
Non-current assets (excluding right-of-use
assets, investment in an associate and
deferred tax assets) 439,577 1,795 - 441,372
Investment in an associate 6,226 - - 6,226
Liabilities
Segment liabilities 1,358,723 17,940 (360) 1,376,303
Balance Balance
as at Written Reclassi- Exchange as at
1.1.2021 Additions Disposals off fications differences 31.12.2021
31 December 2021 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At cost
Freehold land 70,538 - - - - - 70,538
Leasehold land - 13,152 - - - - 13,152
Buildings 45,301 - - - - - 45,301
Furniture, fittings and
equipment 310,895 103,392 (548) (3,176) 3,615 33 414,211
Motor vehicles 26,295 11,093 (1,065) - - 1 36,324
Renovations 111,287 29,787 - (1,782) - 18 139,310
Signboards 35,153 9,733 (192) (701) - 2 43,995
Capital work-in-progress 7,904 1,450 (1,001) - (3,615) - 4,738
607,373 168,607 (2,806) (5,659) - 54 767,569
92 Mr D.I.Y. Group (M) Berhad
Depreciation
charge
Balance for the Balance
as at financial Written Exchange as at
1.1.2021 year Disposals off differences 31.12.2021
31 December 2021 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Accumulated depreciation
Leasehold land - 128 - - - 128
Buildings 1,632 1,021 - - - 2,653
Furniture, fittings and equipment 88,694 37,916 (231) (1,684) 12 124,707
Motor vehicles 13,104 5,592 (821) - 1 17,876
Renovations 57,711 21,297 - (1,544) 14 77,478
Signboards 9,901 3,969 (11) (358) 1 13,502
171,042 69,923 (1,063) (3,586) 28 236,344
Balance Balance
as at Written Reclassi- Exchange as at
1.1.2020 Additions Disposals off fications differences 31.12.2020
31 December 2020 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At cost
Freehold land 58,458 12,080 - - - - 70,538
Buildings 13,430 6,470 - - 25,401 - 45,301
Furniture, fittings and equipment 230,800 82,032 (747) (1,189) - (1) 310,895
Motor vehicles 22,056 5,255 (1,016) - - - 26,295
Renovations 91,479 21,991 - (2,183) - - 111,287
Signboards 28,997 6,873 - (717) - - 35,153
Capital work-in-progress 31,763 1,542 - - (25,401) - 7,904
476,983 136,243 (1,763) (4,089) - (1) 607,373
Depreciation
charge
Balance for the Balance
as at financial Written Exchange as at
1.1.2020 year Disposals off differences 31.12.2020
31 December 2020 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Accumulated depreciation
Buildings 1,066 566 - - - 1,632
Furniture, fittings and equipment 62,402 27,273 (298) (683) - 88,694
Motor vehicles 9,845 4,173 (914) - - 13,104
Renovations 42,511 17,183 - (1,982) (1) 57,711
Signboards 7,124 3,114 - (337) - 9,901
122,948 52,309 (1,212) (3,002) (1) 171,042
Group
2021 2020
RM’000 RM’000
Group
2021 2020
RM’000 RM’000
(b) Included in the Group’s property, plant and equipment are right-of-use assets as follows:
Balance Balance
as at as at
1.1.2021 Additions Disposals 31.12.2021
31 December 2021 RM’000 RM’000 RM’000 RM’000
At cost
Leasehold land - 13,152 - 13,152
Motor vehicles 4,670 1,175 (474) 5,371
4,670 14,327 (474) 18,523
Depreciation
charge
Balance for the Balance
as at financial as at
1.1.2021 year Disposals 31.12.2021
31 December 2021 RM’000 RM’000 RM’000 RM’000
Accumulated depreciation
Leasehold land - 129 - 129
Motor vehicles 3,036 763 (291) 3,508
3,036 892 (291) 3,637
Balance Balance
as at as at
1.1.2020 Additions Disposals 31.12.2020
31 December 2020 RM’000 RM’000 RM’000 RM’000
At cost
Motor vehicles 4,419 670 (419) 4,670
4,419 670 (419) 4,670
94 Mr D.I.Y. Group (M) Berhad
Depreciation
charge
Balance for the Balance
as at financial as at
1.1.2020 year Disposals 31.12.2020
31 December 2020 RM’000 RM’000 RM’000 RM’000
Accumulated depreciation
Motor vehicles 2,677 689 (330) 3,036
2,677 689 (330) 3,036
Group
2021 2020
Carrying amounts RM’000 RM’000
Leasehold land for which the Group has land title amounted to RM13,023,000 (2020: Nil) and the motor vehicles
are under hire purchase arrangements.
(c) Certain freehold land and buildings of the Group have been pledged as securities to banks for bank borrowings
granted to the Group as disclosed in Note 17 to the financial statements with carrying amounts as follows:
Group
2021 2020
RM’000 RM’000
7. INTANGIBLE ASSETS
Balance Balance
as at as at
1.1.2021 Additions Disposals 31.12.2021
31 December 2021 RM’000 RM’000 RM’000 RM’000
At cost
Computer software 9,386 3,003 (159) 12,230
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Amortisation
charge
Balance for the Balance
as at financial as at
1.1.2021 year Disposals 31.12.2021
31 December 2021 RM’000 RM’000 RM’000 RM’000
Accumulated amortisation
Computer software 4,345 1,737 (54) 6,028
Balance Balance
as at as at
1.1.2020 Additions Disposals 31.12.2020
31 December 2020 RM’000 RM’000 RM’000 RM’000
At cost
Computer software 6,912 2,502 (28) 9,386
Amortisation
charge
Balance for the Balance
as at financial as at
1.1.2020 year Disposals 31.12.2020
31 December 2020 RM’000 RM’000 RM’000 RM’000
Accumulated amortisation
Computer software 3,181 1,192 (28) 4,345
Group
2021 2020
Carrying amounts RM’000 RM’000
(a) Intangible assets represent computer software, which is not integral to hardware of the Group and can be
separately identified. Computer software is amortised over its estimated useful life of five (5) years using the
straight-line method.
(b) The Group made the following cash payments to purchase intangible assets:
Group
2021 2020
RM’000 RM’000
Group
2021 2020
RM’000 RM’000
Cost
As at 1 January 1,230,751 944,912
Additions 252,934 248,767
Reassessments and modifications 53,833 37,082
Exchange differences 350 (10)
As at 31 December 1,536,868 1,230,751
Accumulated depreciation
As at 1 January (351,329) (254,444)
Depreciation charge for the year (156,751) (119,142)
Reassessments and modifications 27,628 22,250
Exchange differences (122) 7
As at 31 December (480,574) (351,329)
Carrying amounts 1,057,294 879,422
The right-of-use assets represent non-cancellable operating lease agreements entered into by the Group for the
use of retail outlets and warehouses. The leases are mainly for an initial lease period of three (3) years with options
to renew every three (3) years up to a total of fifteen (15) years.
Group
2021 2020
RM’000 RM’000
Non-current
Lease liabilities 968,349 813,612
Current
Lease liabilities 147,269 120,770
1,115,618 934,382
The movements of lease liabilities during the financial year are as follows:
Group
2021 2020
RM’000 RM’000
Payments of:
- Principal (123,355) (86,915)
- Interest expense (51,252) (45,520)
As at 31 December 1,115,618 934,382
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(d) The Group determines the lease term of a lease as the non-cancellable period of the lease, together with periods
covered by an option to extend or to terminate the lease if the Group is reasonably certain to exercise the relevant
options. Management has considered the relevant facts and circumstances that create an economic incentive for
the Group to either exercise the option to extend the lease, or to exercise the option to terminate the lease. Any
differences in expectations from the original estimates would impact the carrying amounts of the lease liabilities of
the Group. The lease payments are discounted using the annual incremental borrowing rates of the Group ranging
from 3.63% to 5.75% (2020: 4.35% to 5.75%).
(e) Expenses relating to leases of low-value assets and short-term leases (included in administrative expenses and
other operating expenses) are as follows:
Group
2021 2020
RM’000 RM’000
(f) The table below summarises the maturity profile of the lease liabilities of the Group at the end of each reporting
period based on contractual undiscounted repayment obligations as follows:
31 December 2021
Lease liabilities 193,771 726,251 389,212 1,309,234
31 December 2020
Lease liabilities 166,662 618,603 337,706 1,122,971
98 Mr D.I.Y. Group (M) Berhad
The table below details changes in lease liabilities of the Group arising from financing activities, including both
cash and non-cash changes. Lease liabilities arising from financing activities are those for which cash flows were,
or future cash flows will be, classified in the statements of cash flows of the Group as cash flows from financing
activities.
Company
2021 2020
Lease liabilities RM’000 RM’000
Cash flows:
- Payments of lease liabilities (123,355) (86,915)
- Payments of lease interests (51,252) (45,520)
Non-cash flows:
- Additions 229,143 245,580
- Interest expense 51,252 45,520
- Reassessments and modifications 78,865 59,265
- Rent concessions (3,657) (10,448)
- Exchange differences 240 (4)
As at 31 December 1,115,618 934,382
(h) The total cash outflow for leases of the Group during the current financial year amounted to RM185,607,000
(2020: RM141,234,000).
9. INVESTMENTS IN SUBSIDIARIES
Company
2021 2020
RM’000 RM’000
At cost
- unquoted shares 181,051 162,765
Country of
incorporation/
Principal place Effective equity interest
Name of company of business 2021 2020 Principal activities
% %
Mr D.I.Y. (Kuchai) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
merchandise
Mr. D.I.Y. (M) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
merchandise
Mr D.I.Y. (KK) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
merchandise
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Country of
incorporation/
Principal place Effective equity interest
Name of company of business 2021 2020 Principal activities
% %
Mr. D.I.Y. (H) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
merchandise
Mr D.I.Y. (Johor) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
Effective equity interest merchandise
Mr. D.I.Y. (EM) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
merchandise
Mr D.I.Y. Sdn. Bhd. Malaysia 100 100 Retail of home improvement
products and mass
merchandise
Mr D.I.Y. Ecommerce (M) Malaysia 100 100 Retail sale of any kind of
Sdn. Bhd. products over the internet
Mr. D.I.Y. Trading Sdn. Bhd. Malaysia 100 100 Trading of home improvement
products, mass merchandise,
groceries and related
business and activities
Mr D.I.Y. Management Sdn. Malaysia 95 95 Property investment and
Bhd. (“MDM”) # letting of properties
Mr D.I.Y. Kids Sdn. Bhd. Malaysia 100 100 Retail sale of games and toys
MRD (Central) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
(f.k.a. Mr. Dollar Sdn. Bhd.) products, mass merchandise
and groceries
MRD (Northern) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
(f.k.a. Mr. Dollar (Northern) products, mass merchandise
Sdn. Bhd.) and groceries
MRD (Southern) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
(f.k.a. Mr. Dollar (Southern) products, mass merchandise
Sdn. Bhd.) and groceries
MRD (East Coast) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
(f.k.a. Mr. Dollar (East Coast) products, mass merchandise
Sdn. Bhd.) and groceries
MRD (EM) Sdn. Bhd. Malaysia 100 100 Retail of home improvement
(f.k.a. Mr. Dollar (EM) products, mass merchandise
Sdn. Bhd.) and groceries
Mr D.I.Y. Management Two Malaysia 100 100 Property investment and
Sdn. Bhd. letting of properties
Mr D.I.Y. (B) Sdn. Bhd. Brunei 100 100 Retail of home improvement
(“MD(B)”)* products and mass
merchandise
# The shareholders representing the remaining 5% equity interest in MDM had waived all their present and future
rights, title, interest in and to all dividends declared, distributed or paid by MDM. Consequently, the Group has
consolidated MDM based on 100% ownership.
* Audited by a member firm of BDO International.
100 Mr D.I.Y. Group (M) Berhad
(c) On 9 July 2021, the Company subscribed for additional 1,500,000 ordinary shares in MRD (Central) Sdn. Bhd. and
MRD (Southern) Sdn. Bhd. at RM1 per ordinary share for each of the subsidiaries respectively.
(d) On 10 November 2021, the Company subscribed for additional 1,500,000 ordinary shares in MRD (Northern)
Sdn. Bhd., MRD (East Coast) Sdn. Bhd. and MRD (EM) Sdn. Bhd. at RM1 per ordinary share for each of the
subsidiaries respectively.
(e) During the current financial year, the Company had capitalised RM6,786,000 (2020: RM1,212,000) as investments
in subsidiaries for ESOS share options expenses in relation to employees of the respective subsidiaries.
(f) In the previous financial year, the Company had incorporated a new subsidiary known as Mr. Dollar Sdn. Bhd.
with a paid up share capital of RM2 comprising 2 ordinary shares. On 23 July 2020, the Company subscribed
for additional 999,998 ordinary shares in Mr. Dollar Sdn. Bhd. at RM1 per ordinary share. The company name of
Mr. Dollar Sdn. Bhd. was subsequently changed to MRD (Central) Sdn. Bhd. during the current financial year.
(g) In the previous financial year, the Company had incorporated several new subsidiaries known as Mr. Dollar
(Northern) Sdn. Bhd., Mr. Dollar (Southern) Sdn. Bhd., Mr. Dollar (East Coast) Sdn. Bhd., Mr. Dollar (EM)
Sdn. Bhd. and Mr D.I.Y. Management Two Sdn. Bhd. with a paid up share capital of RM2 comprising 2 ordinary
shares for each of the new subsidiaries respectively. The company names of Mr. Dollar (Northern) Sdn. Bhd.,
Mr. Dollar (Southern) Sdn. Bhd., Mr. Dollar (East Coast) Sdn. Bhd. and Mr. Dollar (EM) Sdn. Bhd. were subsequently
changed to MRD (Northern) Sdn. Bhd., MRD (Southern) Sdn. Bhd., MRD (East Coast) Sdn. Bhd. and MRD (EM)
Sdn. Bhd., respectively during the current financial year.
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
(a) The associate is accounted for using the equity method in the consolidated financial statements.
Country of
incorporation/ Effective interest
Principal place in equity
Name of company of business 2021 2020 Principal activities
% %
(c) The financial statements of the associate are coterminous with that of the financial year of the Group. The most
recent available financial statements of the associate are used by the Group in applying the equity method of
accounting. The share of results of the associate of the Group for the financial years ended 31 December 2021
and 31 December 2020 are based on audited financial statements.
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ANNUAL REPORT 2021 101
2021 2020
RM’000 RM’000
Results
Revenue 33,544 23,848
Profit for the financial year 7,057 6,395
Total comprehensive income 7,057 6,395
(e) The reconciliation of net assets of the associate to the carrying amount of the investment in an associate is as
follows:
2021 2020
RM’000 RM’000
Other information
Dividend received 450 450
Group
2021 2020
RM’000 RM’000
Group
2021 2020
RM’000 RM’000
(a) The components of deferred tax assets and deferred tax liabilities during the financial year prior to offsetting are
as follows:
Property,
plant and
equipment Total
RM’000 RM’000
Group
2021 2020
Lease liabilities RM’000 RM’000
The Group has assessed the likelihood of sufficient future profits available to recover the amounts of deductible
temporary differences, including taking into consideration the effects of COVID-19 pandemic. Deferred tax assets
of certain subsidiaries have not been recognised in respect of these items as it is not probable that future taxable
profits of the subsidiaries would be available against which the deductible temporary differences could be utilised.
The amount and availability of these items to be carried forward up to the periods as disclosed above are subject
to the agreement of the local tax authority.
12. INVENTORIES
Group
2021 2020
RM’000 RM’000
At cost
Finished goods 748,938 690,047
(a) During the financial year, inventories of the Group recognised as cost of sales amounted to RM1,955,832,000
(2020: RM1,446,396,000).
(b) The amounts of inventory losses and inventories written off recognised as cost of sales during the financial year
are as follows:
Group
2021 2020
RM’000 RM’000
Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Non-current assets
Other receivables
Amounts owing by subsidiaries (b) - - 90,041 33,733
Less: Impairment losses - - -* -*
- - 90,041 33,733
Current assets
Trade receivables
Third parties 4,013 2,508 - -
Amount owing by a related party 1,001 396 - -
(a) Trade and other receivables excluding prepayments are classified as financial assets measured at amortised
cost. Included in deposits of the Group are security and utility deposits on leases of RM44,091,000, which are
amortised through accretion of discount at annual rates of 3.63% to 5.75% over the lease term.
(b) Non-current amounts owing by subsidiaries represent unsecured advances, which are either non-interest bearing
or bear interest at 1.7% (2020: 1.7%) per annum. The advances together with the interest receivable thereon
are not repayable within the next twelve (12) months. The carrying amount of non-current amounts owing by
subsidiaries approximates its fair value as its interest rate is priced at reasonable approximation of the market
interest rate as at the end of the reporting period.
(c) Trade receivables are non-interest bearing and the normal credit terms granted by the Group is 30 days (2020:
30 days). They are recognised at their original invoice amounts, which represent their fair values on initial
recognition.
(d) Current amounts owing by subsidiaries represent unsecured advances, which are either non-interest bearing or
bear interest at 1.7% (2020: 1.7%) per annum and repayable within the next twelve (12) months.
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Company
2021 2020
RM’000 RM’000
Sensitivity analysis for fixed rate amounts owing by subsidiaries at the end of each reporting period is not
presented as fixed rate amounts owing by subsidiaries are not affected by changes in interest rates.
(f) Included in prepayments of the Group are advance payments to suppliers for purchase of goods of RM66,581,000
(2020: RM50,117,000).
(g) Impairment for trade receivables is recognised based on the simplified approach using the lifetime expected
credit losses (“ECL”).
The Group considers historical credit loss experience and observable data such as current changes and future
forecasts in economic conditions to estimate the amount of expected impairment loss. The methodology and
assumptions including any forecasts of future economic conditions are reviewed regularly.
During this process, the probability of non-payment by the trade receivables is adjusted by forward looking
information and multiplied by the amount of the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For trade receivables, which are reported net, such impairments
are recorded in a separate impairment account with the loss being recognised within administrative expenses in
the statements of profit or loss and other comprehensive income. On confirmation that the trade receivable would
not be collectable, the gross carrying value of the asset would be written off against the associated impairment.
Individual assessment of impairment of trade receivables are separately assessed when it is probable that cash
due will not be received in full.
Significant judgement is required in determining the probability of default by trade receivables and appropriate
forward looking information, including the effects of COVID-19 pandemic.
(h) The ageing analysis of trade receivables of the Group are as follows:
Gross
carrying Impairment
Group amount losses Balance
RM’000 RM’000 RM’000
2021
Current 5,014 - 5,014
Past Due - - -
5,014 - 5,014
2020
Current 2,904 - 2,904
Past Due - - -
2,904 - 2,904
106 Mr D.I.Y. Group (M) Berhad
The Group defined significant increase in credit risk based on operating performance of the receivables, changes
to contractual terms, payment trends and past due information.
The Group considers a receivable as credit impaired when one or more events that have a detrimental impact on
the estimated cash flow have occurred, which includes debtors who are in significant financial difficulties or have
defaulted on payments.
The probabilities of non-payment by other receivables and amounts owing by subsidiaries are adjusted by
forward looking information and multiplied by the amount of the expected loss arising from default to determine
the twelve-month or lifetime expected credit loss.
Significant judgement is required in determining the probabilities of default by other receivables and amounts
owing by subsidiaries, appropriate forward looking information and significant increase in credit risk, including the
effects of COVID-19 pandemic.
(j) No expected credit loss is recognised arising from trade and other receivables as the amounts are negligible.
(k) As at the end of each reporting period, trade and other receivables of the Group and of the Company are not
secured by any collaterals and are not subject to significant risk of concentration except for amounts owing by
subsidiaries of RM123,178,000 (2020: RM232,871,000) of the Company. The Group did not renegotiate the terms
of any trade receivables during the each of the reporting period.
(l) The currency exposure profiles of trade and other receivables, excluding prepayments are as follows:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Sensitivity analysis for foreign currency risk at the end of each reporting period is not presented as changes in
exchange rates would not materially affect the profit or loss of the Group.
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Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
(a) Deposits with licensed banks of the Group and of the Company have maturity period of 7 days (2020: 7 days).
(b) The currency exposure profile of the cash and bank balances is as follows:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Sensitivity analysis for foreign currency risk at the end of each reporting period is not presented as changes in
exchange rates would not materially affect the profit or loss of the Group.
(c) For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at the end
of each reporting period:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Group Company
2021 2020 2021 2020
% % % %
Sensitivity analysis for fixed rate instruments at the end of each reporting period is not presented as fixed rate
instruments are not affected by changes in interest rates.
(e) No expected credit loss is recognised arising from the cash and bank balances and deposits with licensed banks
as the probability of default by these financial institutions is negligible.
Ordinary shares
Issued and fully paid with
no par value
At beginning of financial year 6,276,600 10 295,625 1,970
Issuance of shares (b) 3,860 60,872 7,787 100
6,280,460 60,882 303,412 2,070
Subdivision of 1 existing
ordinary share to 100 new
ordinary shares (b) - 6,088,200 - 2,070
Issuance of shares (b) - 188,400 - 301,440
Share issue expenses - - - (7,885)
At end of financial year 6,280,460 6,276,600 303,412 295,625
(a) The owners of the Company are entitled to receive dividends as and when declared by the Company and are
entitled to one (1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with
regard to the Company’s residual assets.
(b) During the financial year, the issued and paid-up share capital of the Company was increased from 6,276,600,000
ordinary shares to 6,280,460,100 ordinary shares by way of issuance of 3,860,100 new ordinary shares pursuant
to the following:
(i) 3,762,600 options exercised under the ESOS at exercise price of RM1.60 each for cash totalling RM6,020,160;
and
(ii) 97,500 options exercised under the ESOS at exercise price of RM3.47 each for cash totalling RM338,325.
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In the previous financial year, on 23 September 2020, the Company issued and allotted 60,872,000 new ordinary
shares in the Company to the shareholders of the Company (except for Mr D.I.Y. Holdings (M) Sdn. Bhd. (“MDHM”))
and the shareholders of MDHM and/or their investment holding companies at a total consideration of RM100,000
(“Share Issuance”) to facilitate the re-organisation of the shareholding structure whereby the interests in the
Company were held directly by the shareholders of MDHM and/or their investment holding companies together
with Hyptis Limited. Upon completion of the Share Issuance, the total number of ordinary shares increased from
10,000 to 60,882,000 shares.
Upon completion of the Share Issuance, the Company had carried out a subdivision of 1 existing ordinary share in
the Company to 100 new ordinary shares in the Company (“Subdivision”) on 23 September 2020. Upon completion
of the Subdivision, the total number of ordinary shares in the Company increased to 6,088,200,000 shares.
On 23 October 2020, the Company undertook a public issue of 188,400,000 new ordinary shares (“Public Issue”)
in conjunction with the initial public offering of the Company at an issue price of RM1.60 per ordinary share.
16. RESERVES
Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Non-distributable:
Merger reserve (a) (117,450) (117,450) - -
Foreign currency
translation reserve (b) 221 52 - -
Share options reserve (c) 6,570 1,212 6,570 1,212
(110,659) (116,186) 6,570 1,212
Distributable:
Retained earnings 956,439 697,237 69,524 123,055
845,780 581,051 76,094 124,267
(a) The merger reserve represents the excess of the consideration paid over the share capital of Mr D.I.Y. Management
Sdn. Bhd. and MD(B) as at the acquisition dates under the pooling of interest method of accounting as follows:
Mr D.I.Y.
Management
Sdn. Bhd. MD(B) Total
RM’000 RM’000 RM’000
(c) On 20 November 2019, the Company established an Employees’ Share Option Scheme (“ESOS”) for the granting
of ESOS to eligible Directors and employees of the Group. The ESOS was implemented on 22 October 2020.
The ESOS is administered by the Nomination and Remuneration Committee and governed by the By-Laws of the
ESOS.
(i) The total number of new ordinary shares in the Company, which may be made available under the ESOS
shall not exceed in aggregate 5% of the total number of issued ordinary shares of the Company (excluding
treasury shares, if any) at any one time during the duration of the ESOS;
(ii) The ESOS shall be in force for a period of five (5) years from the effective date and is renewable for a period
of up to five (5) years immediately from the expiry of first five (5) years;
(iii) Subject to the discretion of the Nomination and Remuneration Committee, an employee or a Director of the
Group who fulfils the relevant conditions of the By-Laws of the ESOS shall be eligible to participate in the
ESOS (“Eligible Person”);
(iv) The number of the options to be offered to an Eligible Person in accordance with the ESOS shall be
determined based on, inter alia, the Eligible Person’s position, ranking, performance, contribution, seniority,
length of service, fulfilment of the relevant eligibility criteria, and/or such other matters as the Nomination
and Remuneration Committee deems fit and the offer shall be valid for acceptance by an Eligible Person for
a period of thirty (30) days from the date of offer;
(v) Subject to any adjustments made under the By-Laws of the ESOS and pursuant to the listing requirements
of Bursa Malaysia Securities Berhad, the exercise price shall be:
a. In respect of any offer which is made in conjunction with the listing of the Company, the final price
paid by investors for the ordinary shares issued by the Company under its retail offering pursuant to
its initial public offering;
b. In respect of any offer which is made subsequent to the listing of the Company, as determined by the
Nomination and Remuneration Committee and shall be based on the five (5)-day volume weighted
average market price of the ordinary shares of the Company immediately preceding the date of the
offer, with a discount, if any, provided always that such discount is not more than ten percent (10%),
if deemed appropriate, or such other percentage of discount as may be permitted by any prevailing
guidelines issued by Bursa Malaysia Securities Berhad or any other relevant authorities as amended
from time to time during the option period; and
(vi) The aggregate number of ordinary shares in the Company, which a grantee can subscribe under his/her
options in a particular year of the ESOS shall at times be subject to a maximum of twenty-five percent (25%)
of the total number of ordinary shares in the Company comprising the options held by such grantee. Any
remaining unexercised options for any particular year will be accumulated in the following year.
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31 December 2021
First Grant 1.60 23.10.2020 46,700,000 - (3,955,400)* 42,744,600 7,719,600
Second Grant 3.47 29.03.2021 - 390,000 (97,500) 292,500 -
31 December 2020
First Grant 1.60
23.10.2020 -
46,700,000 -
46,700,000 -
* Including 192,800 ESOS options exercised but ordinary shares not allotted yet as at 31 December 2021.
(i) Contractual life of the above ESOS options granted are as follows:
(ii) The vesting conditions of the above ESOS options granted are as follows:
a. The options divided into 4 tranches, which separately vest on 23 October 2021, 23 October 2022,
23 October 2023 and 23 October 2024.
b. Exercisable options cap at 25% of options offered for each vesting date.
Fair value of share options was estimated by the Group using the Black-Scholes-Merton option pricing model,
taking into account the terms and conditions upon which the options were granted. The fair value of share options
measured at grant date and the assumptions used are as follows:
Granted on Granted on
23 October 2020 29 March 2021
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
17. BORROWINGS
Group
2021 2020
Note RM’000 RM’000
Non-current liabilities
Secured
Hire purchase creditors 2,650 2,349
Term loans 13,541 18,412
16,191 20,761
Current liabilities
Secured
Bank overdraft 16,771 26,112
Revolving credits 170,000 211,666
Hire purchase creditors 619 500
Term loans 4,765 4,545
192,155 242,823
Total borrowings
Bank overdraft 14 16,771 26,112
Revolving credits 170,000 211,666
Hire purchase creditors 18 3,269 2,849
Term loans 19 18,306 22,957
208,346 263,584
(b) The bank overdraft, revolving credits and term loans of the Group are secured as follows:
(i) Legal charges over certain freehold land and buildings of the Group as disclosed in Note 6 to the financial
statements;
(ii) Assignment and charge over rental proceeds of certain properties of the Group; and
Weighted
average
effective
interest rate Within 1 - 2 2 - 5 More than
per annum 1 year years years 5 years Total
Group % RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2021
Fixed rates
Hire purchase creditors 5.66 619 558 1,407 685 3,269
Floating rates
Bank overdraft 4.32 16,771 - - - 16,771
Revolving credits 3.67 170,000 - - - 170,000
Term loans 3.53 4,765 4,786 3,198 5,557 18,306
31 December 2020
Fixed rates
Hire purchase creditors 5.64 500 488 1,294 567 2,849
Floating rates
Bank overdraft 4.35 26,112 - - - 26,112
Revolving credits 3.77 211,666 - - - 211,666
Term loans 3.58 4,545 4,785 6,904 6,723 22,957
(e) Sensitivity analysis of interest rate for the floating rate instruments at the end of each reporting period, assuming
all other variables remain constant, is as follows:
Group
2021 2020
RM’000 RM’000
Sensitivity analysis for fixed rate borrowings as at the end of each reporting period is not presented as fixed rate
instruments are not affected by changes in interest rates.
114 Mr D.I.Y. Group (M) Berhad
On demand
or within One to five Over five
one year years years Total
Group RM’000 RM’000 RM’000 RM’000
31 December 2021
Bank overdraft 16,771 - - 16,771
Revolving credits 170,000 - - 170,000
Hire purchase creditors 724 2,329 756 3,809
Term loans 5,538 9,671 6,095 21,304
193,033 12,000 6,851 211,884
31 December 2020
Bank overdraft 26,112 - - 26,112
Revolving credits 211,666 - - 211,666
Hire purchase creditors 631 2,086 647 3,364
Term loans 5,532 13,698 7,487 26,717
243,941 15,784 8,134 267,859
(g) Hire purchase creditors that are not carried at fair value and whose carrying amounts are reasonable approximation
of fair value, are as follows:
2021 2020
Carrying Carrying
amount Fair value amount Fair value
Group RM’000 RM’000 RM’000 RM’000
Fair values of the hire purchase creditors are estimated by discounting future contracted cash flows at the current
market interest rate available to the Group for similar financial instruments.
Fair value of the hire purchase creditors of the Group are categorised as Level 2 in the fair value hierarchy. There
is no transfer between levels in the hierarchy during the financial year.
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The table below details changes in borrowings of the Group arising from financing activities, including both cash
and non-cash changes. Borrowings arising from financing activities are those for which cash flows were, or future
cash flows will be, classified in the statements of cash flows of the Group as cash flows from financing activities.
Hire
purchase Revolving Term
creditors credits loans
Group RM’000 RM’000 RM’000
Non-cash flows:
Purchase of property, plant and equipment 1,175 - -
As at 31 December 2021 3,269 170,000 18,306
Non-cash flows:
Purchase of property, plant and equipment 670 - -
As at 31 December 2020 2,849 211,666 22,957
Group
2021 2020
RM’000 RM’000
Repayable as follows:
Current liabilities 619 500
Non-current liabilities 2,650 2,349
3,269 2,849
116 Mr D.I.Y. Group (M) Berhad
Group
2021 2020
RM’000 RM’000
Secured
Term loan I is repayable by 180 equal monthly instalments of RM38,635
each commencing September 2015 3,475 3,816
Term loan II is repayable by 180 equal monthly instalments of RM77,269
each commencing December 2015 7,139 7,813
Term loan III is repayable by 60 equal monthly instalments of RM191,288.67
each commencing January 2019 4,273 6,293
Term loan IV is repayable by 60 equal monthly instalments of RM153,030.93
each commencing January 2019 3,419 5,035
18,306 22,957
Group
2021 2020
RM’000 RM’000
Non-current
Provision for restoration costs 20,340 16,008
Current
Provision for restoration costs 644 536
20,984 16,544
(a) Provision for restoration costs comprises estimates of reinstatement costs for retail outlets upon termination of
tenancy.
Group
2021 2020
RM’000 RM’000
(c) The Group estimates provision for restoration costs based on historical costs incurred per square feet of rent
area. The estimated provision for restoration costs is reviewed periodically and is updated if expectations differ
from previous estimates due to changes in cost factors. Where expectations differ from the original estimates, the
differences would impact the carrying amount of provision for restoration costs of the Group.
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Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Trade payables
Third parties (b) 46,383 37,618 - -
(a) Trade and other payables are classified as financial liabilities measured at amortised cost.
(b) Trade payables are non-interest bearing and the normal credit terms granted to the Group ranged from 14 to 60
days (2020: 14 to 60 days) from the date of invoice.
(c) The amount owing to an associate is non-trade in nature, unsecured, interest free and repayable within the next
twelve (12) months.
(d) Financial guarantee contracts issued by the Company are those contracts that require payments to be made to
reimburse the holders for losses they incur because the specified debtors fail to make payments when due in
accordance with the terms of the debt instruments.
Financial guarantee contracts are recognised as financial liabilities at the time the guarantees are issued. The
liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance
with the expected loss model under MFRS 9 and the amount initially recognised less amortisation.
The fair value of financial guarantees is classified as Level 3 in the fair value hierarchy and is determined based
on the present value of the difference in cash flows between the contractual payments required under the debt
instrument and the payments that would be required without the guarantee, or the estimated amount that would
be payable to a third party for assuming the obligations. The movement in financial guarantee contracts consists
of fair value changes of financial guarantee contracts recognised in profit or loss amounting to a fair value loss of
RM95,000 (2020: fair value loss of RM248,000).
The nominal amounts of financial guarantees provided by the Company are as follows:
Company
2021 2020
RM’000 RM’000
Maturity profile of financial guarantee contracts of the Company at the end of each reporting period based on
contractual undiscounted repayment obligations is repayable upon any default by the subsidiaries in respect of
the guaranteed bank facilities.
118 Mr D.I.Y. Group (M) Berhad
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Sensitivity analysis for foreign currency risk at the end of each reporting period is not presented as changes in
exchange rates would not materially affect the profit or loss of the Group.
(f) Maturity profile of trade and other payables of the Group and of the Company at the end of each reporting period
based on contractual undiscounted repayment obligations is repayable within one (1) year.
Group
2021 2020
RM’000 RM’000
23. REVENUE
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Other revenue
Dividend income from:
- subsidiaries - - 119,487 57,642
- an associate - - 450 450
- - 119,937 58,092
(a) Revenue from sales of goods is recognised at a point in time when control of the goods have been transferred to
the customer, which coincides with the delivery of goods and acceptance by customers.
(b) Disaggregation of revenue from contracts with customers has been presented in the operating segments as
disclosed in Note 5 to the financial statements, which has been presented based on geographical location from
which the sale transactions originated. No revenue was recognised over time.
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Group
2021 2020
RM’000 RM’000
Group
2021 2020
RM’000 RM’000
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
After charging:
Auditors’ remuneration
Statutory audit
- BDO PLT 493 434 65 60
- Member firm of BDO PLT 26 24 - -
Non-statutory audit
- BDO PLT* 134 1,135 100 798
- Affiliate and member firm of BDO PLT^ 187 234 7 10
Fair value of financial guarantee contracts - - 95 248
Listing expenses - 11,585 - 11,585
Realised loss on foreign exchange 10 257 - 4
Unrealised loss on foreign exchange 71 - - -
120 Mr D.I.Y. Group (M) Berhad
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
And crediting:
Accretion of discount from deposits for leases 6,159 - - -
Interest income 1,665 3,167 3,521 1,524
Gain on disposal of property, plant and equipment 328 370 - -
Gain on reassessments and modifications of leases 2,596 67 - -
Realised gain on foreign exchange 572 321 - -
Rental income 17 21 - -
* In the previous financial year, included non-statutory audit fees relating to the initial public offering and listing of the
Company of RM1,065,000 for the Group and RM758,000 for the Company respectively.
^ In the previous financial year, included non-statutory audit fees relating to the initial public offering and listing of the
Company of RM16,000 for the Group.
Group Company
2021 2020 2021 2020
Note RM’000 RM’000 RM’000 RM’000
Included in employee benefits of the Group and of the Company are Directors’ remuneration as follows:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Directors of subsidiaries:
Fees 62 47 - -
Salaries and bonuses 863 753 - -
Contributions to defined contribution plan 91 91 - -
Share options under ESOS 231 43 - -
Other employee benefits 131 132 - -
1,378 1,066 - -
5,046 4,416 456 411
The estimated money value of benefits-in-kind for the Directors of the Company and the Directors of subsidiaries are
RM Nil and RM7,000 (2020: RM18,000 and RM11,000) respectively.
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
9,381 (5,428) - -
154,580 120,514 854 351
(a) The Malaysian income tax is calculated at the statutory tax rate of 24% (2020: 24%) of the estimated taxable
profits for the fiscal years.
(b) Tax expense for the taxation authorities in Brunei is calculated at the rate prevailing in that jurisdiction.
122 Mr D.I.Y. Group (M) Berhad
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
31 December 2021
Foreign currency translation 169 - 169
31 December 2020
Foreign currency translation (7) - (7)
Basic earnings per ordinary share for the financial year ended are calculated by dividing earnings for the financial
year attributable to owners of the Company by the weighted average number of ordinary shares outstanding
during the financial year.
Group
2021 2020
Diluted earnings per ordinary share for the financial year ended are calculated by dividing earnings for the financial
year attributable to owners of the Company by the weighted average number of ordinary shares outstanding
during the financial year adjusted for the effects of dilutive potential ordinary shares.
Group
2021 2020
The weighted average number of ordinary shares in issue as at 31 December 2020 had been adjusted
(i)
retrospectively to reflect the Subdivision, which was completed on 23 September 2020 as disclosed in
Note 15 to the financial statements.
30. DIVIDENDS
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
On 16 February 2022, the Company declared an interim single tier dividend of RM0.009 per ordinary share amounted to
RM56,543,000 in respect of the financial year ended 31 December 2021, which is payable on 1 April 2022. The dividend
will be accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 2022.
The Directors do not recommend the payment of any final dividend in respect of the current financial year.
124 Mr D.I.Y. Group (M) Berhad
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the
party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or common significant influence. Related parties
may be individuals or other parties.
The Company has controlling related party relationship with its subsidiaries and its holding companies.
(i) Direct subsidiaries and an associate as disclosed in Notes 9 and 10 to the financial statements respectively;
(iii) Key management personnel who are defined as those persons having authority and responsibility for
planning, directing and controlling the activities of the Group either directly or indirectly. The key management
personnel include all the Directors of the Company, and certain members of the senior management of the
Group.
(b) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the
following transactions with related parties during the financial year.
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
Associate:
Purchases of equipment and
computer software 6,837 6,020 - -
Purchases of goods 8,100 3,384 - -
The related party transactions described above were carried out in the ordinary course of business and have been
established under negotiated and mutually agreed terms.
Key management personnel are those persons having the authority and responsibility for planning, directing
and controlling the activities of the entity, directly and indirectly, including any Director of the Group and of the
Company.
The remuneration of the Directors and other members of key management during the financial year are as follows:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
The primary objective of the capital management of the Group is to ensure that it maintains a strong credit rating
and healthy capital ratios in order to support its business and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. No changes were made in the objective, policies or processes during
the financial years ended 31 December 2021 and 31 December 2020.
The Group monitors capital utilisation on the basis of gearing ratio and net gearing ratio. Gearing ratio represents
total borrowings divided by total capital whereas net gearing ratio represents total borrowings less cash and
bank balances divided by total capital. Total capital represents equity attributable to the owners of the Company.
The gearing ratio and net gearing ratio as at 31 December 2021 and 31 December 2020 are as follows:
Group Company
2021 2020 2021 2020
RM’000 RM’000 RM’000 RM’000
* The gearing ratio and net gearing ratio for the Company are not presented as the Company does not have
borrowings as at the end of each reporting period.
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the Group
is required to maintain a consolidated shareholders’ equity of more than 25% of the issued and paid-up capital
(excluding treasury shares) and such shareholders’ equity is not less than RM40.0 million. The Company has
complied with this requirement for the financial year ended 31 December 2021.
The Group and the Company are not subject to any other externally imposed capital requirements.
The financial risk management objective of the Group is to optimise value creation for shareholders whilst
minimising the potential adverse impact arising from liquidity and cash flow risk, interest rate risk, credit risk and
foreign currency risk.
The Directors of the Group review and agree policies and procedures for the management of these risks, which
are executed by the management of the Group. It is, and has been the policy of the Group, throughout the current
and previous financial year that no derivatives shall be undertaken.
The following sections provide details regarding the exposure of the Group to the above mentioned financial risks
and the objectives, policies and processes for the management of these risks.
126 Mr D.I.Y. Group (M) Berhad
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding
so as to ensure that all operating, investing and financing needs are met. In executing its liquidity risk
management strategy, the Group measures and forecasts its cash commitments and maintains a level of
cash and cash equivalents deemed adequate to finance the activities of the Group.
The Group is actively managing its operating cash flows to ensure all commitments and funding needs
are met. Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions. Due
to the dynamic nature of the underlying businesses, the Group aims at maintaining flexibility in funding by
keeping committed credit lines available.
The analysis of financial instruments by remaining contractual maturities has been disclosed in Notes 8,
17 and 21 to the financial statements.
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments of the Group
would fluctuate because of changes in market interest rates. The exposure of the Group to interest rates
risk arises primarily from their floating interest rate borrowings. The Group does not use derivative financial
instruments to hedge this risk.
The interest rate profile and sensitivity analysis of interest rate risk have been disclosed in Notes 13, 14 and
17 to the financial statements.
Credit risk refers to the risk that a counterparty would default on its contractual obligations resulting in
financial loss to the Group.
Cash deposits and trade receivables could give rise to credit risk, which requires the loss to be recognised
if a counterparty fails to perform as contracted. It is the policy of the Group to only deal with creditworthy
counterparties. The exposure and the creditworthiness of the counterparties of the Group are continuously
monitored to ensure that the Group is exposed to minimal credit risk.
The primary exposure of the Group to credit risk arises through its trade and other receivables. The trading
terms of the Group with their trade receivables are mainly for a period of 30 days. The Group seeks to
maintain strict control over its outstanding receivables including deposits to minimise credit risk. In addition,
receivable balances are monitored on an ongoing basis to mitigate the exposure of the Group to bad debts.
At the end of each reporting period, the maximum exposure to credit risk of the Group is represented by the
carrying amount of each class of financial assets recognised in the statements of financial position.
The credit risk concentration profile of the trade and other receivables has been disclosed in Note 13 to the
financial statements.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument would
fluctuate because of changes in foreign exchange rate.
The Group is exposed to foreign currency risk on transactions that are denominated in currencies other than
the functional currencies of the operating entities. Exposure in foreign currency is monitored on an ongoing
basis and the Group endeavours to keep the net exposure at an acceptable level.
The foreign currency profile and sensitivity analysis have been disclosed in Notes 13, 14 and 21 to the
financial statements.
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The Group and the Company adopted the following Standards of the MFRS Framework that were issued by the
Malaysian Accounting Standards Board (“MASB”) during the financial year:
The Group and the Company have early adopted Amendment to MFRS 16 and elected to apply the practical
expedient to all rent concessions relating to leases with similar characteristics and in similar circumstances.
Consequently, the Group and the Company do not recognise changes in these lease payments as lease
modifications and instead, recognise these as variable lease payments in profit or loss. The effects of early
adoption are disclosed in Note 8(c) to the financial statements.
Adoption of the above Standards and Amendments did not have any material effect on the financial performance
or position of the Group and the Company.
33.2 New MFRS that have been issued, but only effective for annual periods beginning on or after 1 January 2022
The following are Standards of the MFRS Framework that have been issued by the Malaysian Accounting
Standards Board (“MASB”) but have not been early adopted by the Group and the Company:
The Group and the Company are in the process of assessing the impact of implementing these Standards, since
the effects would only be observable for the future financial years.
128 Mr D.I.Y. Group (M) Berhad
34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR AND SUBSEQUENT TO THE END OF
THE REPORTING PERIOD
(a) Significant events during the financial year and subsequent to the end of the reporting period:
The 2019 Novel Coronavirus infection (“COVID-19”) pandemic remained a challenge to governments,
businesses and society globally since its emergence as a pandemic in 2020. The Government of Malaysia
imposed various phases of the Movement Control Order (“MCO”) in response to the resurgence of COVID-19
pandemic during the financial year, followed by the announcement of the National Recovery Plan (“NRP”)
in June 2021, which details a roadmap to control the COVID-19 pandemic while progressively reopening
society and the economic sectors towards the new normal under four progressive phases. On 8 March
2022, the Government of Malaysia announced that the country will begin its transition to endemic phase
of COVID-19 from 1 April 2022 with the opening of its international borders and abolishment of certain
COVID-19 restrictions.
Most of the retail outlets of the Group are allowed to operate under proper Standard Operating Procedures
during various phases of the MCO and NRP period, while the overall foot traffic and retail conditions began
to normalise from October 2021 onwards with the easing of COVID-19 restrictions. Notwithstanding that,
the Group had implemented various procedures in its business conduct to reduce the risks of spread on
COVID-19 and safeguard its employees and customers.
Based on the assessment of the Group, there is no significant impact arising from the COVID-19 pandemic
in respect of the judgements and assumptions used in the preparation of the financial statements for the
financial year ended 31 December 2021. The Group will continue to assess the impact of the COVID-19
pandemic on the financial statements of the Group for the financial year ending 31 December 2022.
Overall, there is no significant impact arising from the COVID-19 pandemic to the Group at this juncture.
The Group will continue to take the necessary precautions as well as actively monitor and manage its
operations, including its supply chain, logistics and distribution to minimise any impact arising from
COVID-19 pandemic.
On 16 February 2022, the Company declared an interim single tier dividend of RM0.009 per ordinary share
amounted to RM56,543,000 in respect of the financial year ended 31 December 2021, which is payable on
1 April 2022. The dividend will be accounted for in equity as an appropriation of retained earnings in the
financial year ending 31 December 2022.
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LIST of PROPERTIES
Approx.
Land Area
/ Built-up Tenure /
area Date of Date of Net Book
Description / (square Acquisition(A)/ Expiry of Value Age of
No. Address Existing use feet) Revaluation(R) Lease (RM’m) building
1. HS(M) 20699 - 20700 Warehouse and 85,000 / 15.11.2018 (R) Freehold 10.9 9 years
PT 56540 - 56541 office comprising 66,000
Town of Ceras, Batu 12, two adjoining
Jalan Sungai Besi-Cheras, units of individually-
District of Hulu Langat, designed one
State of Selangor. / and a half storey
Lot 1851A and 1851B, semi-detached
Jln KPB 6, Kawasan factories
Perindustrian Balakong,
43300 Seri Kembangan,
Selangor.
2. HSM 22403 – HSM 22404, Warehouse and 74,000 / 30.07.2020 (R) Freehold 37.2 1 year
PT 59992 – PT59993, office comprising 211,000
Town of Cheras, Batu 12, two adjoining units
Jalan Sungai Besi-Cheras, of semi-detached
District of Hulu Langat, buildings with
State of Selangor. / basement parking,
Lot. 1907, Jalan KPB 11, four storeys of
Kawasan Perindustrian office building and
Kg. Baru Balakong, four storeys of the
43300 Seri Kembangan, back area allocated
Selangor. for warehousing use
3. HSM 22488 – HSM 22489, Construction-in- 260,000 / 30.08.2018 (A) Freehold 44.0 N/A
PT 60162 – PT 60163, progress 192,000 (Plot 1) &
Mukim of Ceras, 15.11.2018 (A)
Batu 13, Jalan Cheras, (Plot 2)
District of Hulu Langat,
State of Selangor. /
Lot 2279, Jalan KPB 12B,
Kawasan Perindustrian
Balakong,
43300 Seri Kembangan,
Selangor.
4. Geran Mukim 391, Industrial land 80,300 / 05.08.2020 (A) Freehold 18.3 10 years
Lot 1836, Mukim Ceras, with double story 33,180
Daerah Hulu Langat factory erected
Selangor. /
Lot 1836, Jalan KPB 6,
Kawasan Perindustrian
Balakong, Kg Baru
Balakong,
43300 Seri Kembangan,
Selangor.
130 Mr D.I.Y. Group (M) Berhad
Approx.
Land Area
/ Built-up Tenure /
area Date of Date of Net Book
Description / (square Acquisition(A)/ Expiry of Value Age of
No. Address Existing use feet) Revaluation(R) Lease (RM’m) building
5 HS (D) 172069, Industrial land 85,340 14.09.2020 (A) Leasehold 13.0 N/A
PT59504, Pekan Cheras, 11.09.2114
Daerah Ulu Langat,
Negeri Selangor.
6 Geran 252099, Double storey 1,076 16.01.2021 (R) Freehold 0.3 13 years
Lot 4285, Pekan Cheras, terrace house
Daerah Ulu Langat,
Negeri Selangor.
No. 29, Jalan Kesuma,
Taman Bukit Belimbing,
43300 Seri Kembangan,
Selangor.
7 PN 36695, Lot 56249, Three storey shop 1,539 08.12.2015 (A) Leasehold 2.5 17 years
Mukim and District office 06.08.2102
Kuala Lumpur, Wilayah
Persekutuan KL. /
No. 32, Jalan Sri
Permaisuri 9,
Bandar Sri Permaisuri,
Cheras,
56000 Kuala Lumpur.
8 PN 36696, Lot 56250, Three storey shop 1,539 08.12.2015 (A) Leasehold 2.4 17 years
Mukim Kuala Lumpur, office 06.08.2102
District Kuala Lumpur,
Wilayah Persekutuan KL. /
No. 34, Jalan Sri
Permaisuri 9,
Bandar Sri Permaisuri,
Cheras,
56000 Kuala Lumpur.
9 PN 36697, Lot 56251, Three storey shop 1,539 08.12.2015 (A) Leasehold 2.4 17 years
Mukim and District office 06.08.2102
Kuala Lumpur, Wilayah
Persekutuan KL. /
No. 36, Jalan Sri
Permaisuri 9,
Bandar Sri Permaisuri,
Cheras,
56000 Kuala Lumpur.
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 131
Analysis of Shareholdings
As at 31 March 2022
Notes:
* Negligible
Notes:
(1)
Deemed interested by virtue of its interest in Bee Family Limited, applying Section 8(4) of the Companies Act 2016 (“the Act”).
(2)
Deemed interested by virtue of his interest in Bee Family Limited, through his shareholdings held in Yeh Family (PTC) Ltd., applying
Section 8(4) of the Act.
(3)
Deemed interested by virtue of his interest in Bee Family Limited, through his shareholdings held in WEI Future Capital Ltd., applying
Section 8(4) of the Act.
(4)
Deemed interested by virtue of its interest in Hyptis Limited, applying Section 8(4) of the Act.
(5)
Deemed interested by virtue of his/her interest in Platinum Alphabet Sdn. Bhd., applying Section 8(4) of the Act.
132 Mr D.I.Y. Group (M) Berhad
Notes:
(1)
Deemed interested by virtue of his interest in Bee Family Limited, through his shareholdings held in Yeh Family (PTC) Ltd., applying
Section 8(4) of the Act.
(2)
Deemed interested by virtue of the shares held by her spouse, applying Section 59(11)(c) of the Act.
*
Negligible
Direct Indirect
No. of Shares % No. of Shares %
Direct Indirect
No. of Shares % No. of Shares %
Direct Indirect
No. of Shares % No. of Shares %
Notes:
(1)
Deemed interested by virtue of his shareholdings in Yeh Family (PTC) Ltd., applying Section 8(4) of the Act.
(2)
Mr D.I.Y. Management Sdn. Bhd. (“MDM”) is a 95% owned subsidiary of the Company and the remaining 5% equity interests is held
by individual shareholders (including Tan Yu Yeh), all of whom have waived all the present and future rights, title, interest in and to all
dividends declared, distributed or paid by MDM.
AS ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 31 December 2021 and the
Reports of the Directors and Auditors thereon.
(Please refer to Explanatory Note 1)
2. To re-elect the following Directors who retire by rotation in accordance with Clause 130 of the Company’s
Constitution and being eligible, offer themselves for re-election:-
i) Leng Choo Yin Resolution 1
ii) Ong Chu Jin Adrian Resolution 2
(Please refer to Explanatory Note 2)
3. To re-elect Dato’ Hamidah Binti Naziadin who retires by casual vacancy in accordance with Clause 135 Resolution 3
of the Company’s Constitution and being eligible, offers herself for re-election.
(Please refer to Explanatory Note 2)
4. To approve the payment of Directors’ fees and benefits payable to the Non-Executive Directors for an Resolution 4
amount up to RM700,000 for the period from 1 July 2022 until the next Annual General Meeting to be
held in 2023.
(Please refer to Explanatory Note 3)
5. To re-appoint BDO PLT as Auditors of the Company for the financial year ending 31 December 2022 and Resolution 5
to authorise the Board of Directors to determine their remuneration.
(Please refer to Explanatory Note 4)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolutions, with or without modifications:-
6. ORDINARY RESOLUTION 1
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE AND/OR TRADING IN NATURE
“THAT pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, approval be and is hereby given for the Company and/or its subsidiaries (“the Group”) to enter
into the following recurrent related party transactions as set out in Section 2.5 of Part A of the Circular
to Shareholders dated 28 April 2022, which are of revenue and/or trading in nature, and are necessary
for the Group’s day-to-day operations, undertaken in the ordinary course of business at arm’s length
basis and on normal commercial terms which are not more favourable to the related parties than those
generally available to the public and are not detrimental to the interest of the minority shareholders of
the Company:-
(i) Provision of procurement services, financial reporting services and consultancy services by the Resolution 6
Group to Mr. D.I.Y. International Holding Ltd. (“MDIH”) and its subsidiaries, associated companies
and corporations controlled by MDIH.
(ii) Sale of goods by Mr. D.I.Y. Trading Sdn. Bhd., a wholly owned subsidiary of the Company, to Mr D.I.Y. Resolution 7
Trading (Singapore) Pte. Ltd. for the purpose of retail operations in Singapore.
THAT such authority shall commence upon the passing of this resolution and shall continue to be in force
until:-
i) the conclusion of the next Annual General Meeting (“AGM”) of the Company at which time the mandate
will lapse, unless by a resolution passed at the next AGM, the mandate is renewed;
ii) the expiration of the period within which the AGM is required to be held pursuant to Section 340(2) of
the Companies Act 2016 (“Act”) (but shall not extend to such extension as may be allowed pursuant
to Section 340(4) of the Act); or
iii) the resolution is revoked or varied by a resolution passed by the shareholders of the Company in
general meeting,
whichever is the earlier;
AND THAT the Directors of the Company be hereby authorised to complete and do all such acts and
things (including executing such documents as may be required) as they may consider expedient or
necessary to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”
(Please refer to Explanatory Note 5)
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 135
“THAT subject always to the provisions of Companies Act 2016 (“Act”), the Constitution of the Company,
the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”)
and/or any other relevant laws, regulations, guidelines and/or regulatory authorities, if any:-
a) approval be and is hereby given for the Company to purchase such amount of ordinary shares in
the Company as may be determined by the Directors of the Company from time to time through
Bursa Securities upon such terms and conditions as the Directors of the Company may deem fit and
expedient in the interest of the Company provided that:-
i) the aggregate number of shares which may be purchased and held by the Company shall not
exceed ten per centum (10%) of the total number of issued shares of the Company at the time of
purchase; and
ii) the maximum funds to be allocated by the Company for the purpose of purchasing its ordinary
shares shall not exceed the total retained profits of the Company based on the latest audited
financial statements and/or the latest management accounts (where applicable) available at the
time of the purchase;
iii) upon completion of the shares so purchased, the Directors of the Company be authorised at
their absolute discretion to cancel the shares so purchased or to retain the shares so purchased
as treasury shares (of which may be dealt with in accordance with Section 127(7) of the Act), or
to retain part of the shares so purchased as treasury shares and cancel the remainder and in any
other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act, the
MMLR of Bursa Securities and any other relevant authorities for the time being in force.
b) the approval conferred by this resolution shall commence immediately upon passing of this resolution
and continue to be in force until:-
i) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it shall
lapse, unless by an ordinary resolution passed at that meeting, the authority is renewed, either
unconditionally or subject to conditions;
ii) the expiration of the period within which the next AGM after that date is required by law to be held;
or
iii) revoked or varied by an ordinary resolution passed by the shareholders in a general meeting;
whichever occurs first, but shall not prejudice the completion of purchase(s) by the Company of its
own shares before the aforesaid expiry date and, in any event, in accordance with the MMLR of Bursa
Securities and any applicable laws, regulations, guidelines and requirements issued by any relevant
authorities.
c) authority be and is hereby given to the Directors of the Company to take all such steps as are necessary
or expedient to implement, finalise and give full effect to the Proposed Renewal of Share Buy-Back
Authority with full powers to assent to any conditions, modifications, revaluations, variations and/ or
amendments (if any) as may be required or imposed by the relevant authorities from time to time and
to do all such acts and things (including excluding all documents) as the Directors may deem fit and
expedient in the best interest of the Company.”
(Please refer to Explanatory Note 6)
8. To transact any other business of which due notice shall have been given in accordance with the
Companies Act 2016 and the Company’s Constitution.
NOTES:
1. The Broadcast Venue is the main venue in Malaysia where ii) By electronic form
the Chairman of the meeting will be physically present in
accordance with Section 327(2) of the Companies Act 2016 The proxy form can be electronically lodged with the Share
together with essential individuals in accordance with Note 1.2 Registrar of the Company, Tricor, via TIIH Online website at
of the Guidance Note on the Conduct of General Meetings for https://tiih.online. Kindly refer to the Administrative Details
Listed Issuers issued by the Securities Commission Malaysia. on the procedures for electronic lodgement of proxy form via
Shareholders/proxy(ies) will not be allowed to attend the 11th TIIH Online.
AGM in person at the Broadcast Venue. 7. The lodging of a completed Proxy Form does not preclude a
Shareholders/proxy(ies) are to attend, speak (including posing member from participating and voting at the AGM. Should
questions via real time submission of typed texts or prior to the you subsequently decide to participate at the AGM, please
AGM) and vote (collectively, “participate”) remotely at the 11th submit a notice of revocation in writing to the Share Registrar
AGM via the Remote Participation and Voting facilities (“RPV”) of the Company, Tricor, at the above address or via email at
provided by Tricor Investor & Issuing House Services Sdn. Bhd. is.enquiry@my.tricorglobal.com, not later than Monday, 6 June
(“Tricor”) via its TIIH Online website at https://tiih.online. Please 2022 at 2.00 p.m..
follow the Procedures for RPV in the Administrative Details and 8. Please ensure ALL the particulars as required in the proxy form
notes below in order to participate remotely via RPV. are completed, signed and dated accordingly.
2. For the purpose of determining who shall be entitled to 9. The resolutions set out in the Notice of 11th AGM will be put to
participate in this AGM via RPV, the Company shall be requesting vote by poll pursuant to Paragraph 8.29A(1) of the Main Market
Bursa Malaysia Depository Sdn. Bhd. to make available to Listing Requirements (“MMLR”) of Bursa Malaysia Securities
the Company, the Record of Depositors as at 31 May 2022. Berhad (“Bursa Securities”).
Only members whose names appear on this Record of
Depositors shall be entitled to participate in this AGM via RPV
or appoint proxy/proxies to attend and vote on his/her behalf EXPLANATORY NOTES
via RPV.
(1) Audited Financial Statements for the financial year ended
3. A member, including an Authorised Nominee, may appoint not 31 December 2021 and the Reports of the Directors and Auditors
more than two (2) proxies to attend and vote instead of the thereon
member or Authorised Nominee at the meeting on the same
The audited financial statements are laid at the AGM in
occasion.
accordance with Section 340(1)(a) of the Act for discussion only.
An Exempt Authorised Nominee (which holds ordinary shares They do not require shareholders’ approval and hence, will not
in the Company for the Omnibus Account) may appoint one or be put for voting.
more proxies to attend on the same occasion. There is no limit
(2) Resolutions 1 to 3 : Re-election of Directors
to the number of proxies which an Exempt Authorised Nominee
may appoint in respect of each Omnibus Account the Exempt i) Clause 130 of the Constitution of the Company provides
Authorised Nominee holds. that at each AGM, one-third of the Directors are subject to
retirement by rotation such that each Director shall retire from
Where a member, an Authorised Nominee or an Exempt
office once in every three (3) years. The Directors who retire
Authorised Nominee appoints more than one (1) proxy, the
from office shall be eligible for re-election. Hence, 2 out of 6
proportion of shareholdings to be represented by each proxy
Directors of the Company are to retire and shall be eligible for
must be specified in the instrument appointing the proxies. The
re-election at the 11th AGM.
appointment shall not be valid unless he specifies the proportions
of his holdings to be represented by each proxy. Leng Choo Yin and Ong Chu Jin Adrian are retiring and being
eligible, have offered themselves for re-election at the 11th
4. A proxy may but need not be a member of the Company. There
AGM.
shall be no restriction as to the qualification of the proxy. A proxy
appointed to attend and vote at a meeting of the Company shall Based on the results of the annual Board Effectiveness
have the same rights as the member to speak at a meeting. Evaluation conducted on the retiring Directors in February
2022, the Nomination and Remuneration Committee (“NRC”)
5. A member who has appointed a proxy or attorney or authorised
and Board (save for the retiring Directors) collectively agreed
representative to attend, participate, speak and vote at this
that both Directors had met the qualification of directors vis-
11th AGM via RPV must request his/her proxy or attorney or
à-vis character, experience, integrity, competence and time
authorised representative to register himself/herself for RPV
committed as prescribed in Chapter 2.20A of the MMLR
at TIIH Online website at https://tiih.online. Please follow the
of Bursa Securities and possess the relevant qualities to
Procedures for RPV in the Administrative Details.
effectively discharge their respective roles as Directors.
6. The appointment of a proxy may be made in a hard copy form
The NRC has also considered and affirmed, and the Board
or by electronic means in the following manner and must be
has endorsed that Leng Choo Yin, an Independent Director,
received by the Share Registrar of the Company not later than
complied with the independence criteria as prescribed in
Tuesday, 7 June 2022 at 2.00 p.m.:
the MMLR of Bursa Securities and remained independent
i) In hard copy form in exercising her judgment and in carrying out her duties as
Independent Director.
The hardcopy proxy form must be deposited with the Share
Registrar of the Company at Tricor Investor & Issuing House ii) Clause 135 of the Constitution of the Company provides that
Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical any Director appointed, either to fill a casual vacancy or as an
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan additional Director, shall hold office only until the next AGM
Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the and shall be eligible for re-election, but shall not be taken
Customer Service Centre at Unit G-3, Ground Floor, Vertical into account in determining the Directors who are to retire by
Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, rotation at that meeting.
59200 Kuala Lumpur, Malaysia.
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 137
Dato’ Hamidah Binti Naziadin, who was appointed as an from the shareholders, the Board has considered the above
Independent Non-Executive Director of the Company on remuneration framework including the number of scheduled
21 December 2021 is retiring and being eligible, has offered and non-scheduled meetings of Board, Board Committees and
herself for re-election as a Director of the Company at the 11th general meetings, and a provisional sum as a contingency for
AGM of the Company. other allowances associated to and to facilitate the NEDs in
discharging their duties as Directors.
An assessment was conducted on the appointment of
Dato’ Hamidah Binti Naziadin as guided by the process The proposed Resolution 4, if passed, will give authority to the
of electing new Board member as adopted by the Board. Company to pay the Directors’ fees and benefits to NEDs on a
The NRC and the Board were of the view that Dato’ Hamidah monthly basis in arrears and/or as and when incurred, since the
Binti Naziadin’s experience and knowledge particularly in the NEDs have discharged their responsibilities and rendered their
area of human capital and succession planning, would further services to the Company throughout the period.
enhance and complement the Board’s strength.
(4) Resolution 5 - Re-appointment of Auditors
All the retiring Directors seeking for re-election as Directors of the
Company have also undertaken the fit and proper assessment The Board, through the Audit and Risk Management Committee,
pursuant to the Fit & Proper Policy adopted via self-declaration and had conducted an assessment on the suitability, objectivity
peers’ assessment. Based on the assessment conducted, the NRC and independence of BDO PLT in respect of the financial year
and the Board affirmed that all the retiring Directors have satisfied ended 31 December 2021. The Board was satisfied with the
the fit and proper assessment. performance of BDO PLT and recommended the re-appointment
of BDO PLT as Auditors of the Company to hold office until the
(3) Resolution 4 – Directors’ Fees and Benefits conclusion of the next AGM in 2023 in accordance with Section
271 of the Act.
Pursuant to Section 230(1) of the Act, Paragraph 7.24 of the
MMLR of Bursa Securities and Clause 112 of the Constitution (5) Resolutions 6 to 7 – Proposed Renewal of Shareholders’
of the Company, any fees and benefits payable to the directors Mandate for Recurrent Related Party Transactions of a Revenue
shall be approved at a general meeting. and/or Trading in Nature (“Proposed RRPTs”)
The amount of Directors’ fees and benefits payable to the The Proposed RRPTs, if approved, will allow the Group to
Non-Executive Directors (“NEDs”) of the Company as members enter into recurrent related party transactions of a revenue or
of the Board and Board Committees of the Company is based trading in nature with its related parties as set out in Section
on the following existing and revised remuneration framework: 2.5 of Part A of the Circular to Shareholders dated 28 April
2022 in accordance with the MMLR of Bursa Securities without
Type of Fees/ Amount Amount the necessity to convene separate general meetings to seek
Benefits (effective up to (effective 1 shareholders’ approval as and when such recurrent related party
31 December January 2023) transactions occur. This would reduce substantial administrative
2022) (RM) (RM) time and expenses associated with the convening of such
meetings without compromising the corporate objectives of the
Board Chairman’s 144,000 per 159,000 per Group or affecting the business opportunities available to the
Fee annum annum Group. For further details, please refer to Part A of the Circular to
Shareholders dated 28 April 2022, which is circulated together
Non-Executive 100,800 per 115,800 per with the Annual Report 2021.
Director Fee annum annum
(6) Resolution 8 – Proposed Renewal of Share Buy-Back Authority
Meeting Allowance 1,000 per meeting 1,000 per meeting
The Proposed Renewal of Share Buy-Back Authority, if approved,
Chairman’s 60,000 per annum 60,000 per annum will empower the Company to purchase its own shares up to ten
Allowance per centum (10%) of the total number of issued shares of the
Company at any time within the time period as stipulated in the
In determining the estimated total amount of Directors’ fees and MMLR of Bursa Securities. For further information, please refer
benefits payable to the NEDs of an amount up to RM700,000 from to Part B of the Circular to Shareholders dated 28 April 2022.
1 July 2022 until the next AGM in June 2023 to seek approval
AUTHORITY FOR DIRECTORS OF THE COMPANY TO ISSUE AND ALLOT ORDINARY SHARES PURSUANT
TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016
The Company had at its 10th AGM held on 15 June 2021, obtained its shareholders’ approval pursuant to Sections 75 and 76
of the Companies Act 2016, authorising the Directors of the Company to issue and allot new ordinary shares in the Company
up to an aggregate number not exceeding ten per centum (10%) of the total number of issued shares of the Company.
Save for the shares issued pursuant to the exercise of ESOS, no new share was issued and allotted since the last 10th AGM
of the Company up to the date of this Annual Report 2021 pursuant to this general mandate.
The Company does not wish to renew the general mandate which will lapse upon the conclusion of the 11th AGM.
138 Mr D.I.Y. Group (M) Berhad
Administrative Details
ELEVENTH ANNUAL GENERAL MEETING (“11th AGM”) OF MR D.I.Y. GROUP (M) BERHAD
Broadcast Venue
Lot 1907, Jalan KPB 11, Kawasan Perindustrian Balakong, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia
MODE OF MEETING
As a continuing effort to contain the spread of COVID-19 and as part of the safety measures to safeguard the wellbeing of
our shareholders, the 11th Annual General Meeting of the Company will be conducted virtually through live streaming from
the Broadcast Venue. This is in line with the Guidance Note on the Conduct of General Meetings for Listed Issuers issued by
the Securities Commission Malaysia (“SC Guidance”) on 18 April 2020 and subsequently revised on 16 July 2021 (including
any amendment that may be made from time to time), which encourages companies to continue leveraging technology in
conducting general meeting.
The Broadcast Venue is the main venue in Malaysia where the Chairman of the meeting will be physically present in accordance
with Section 327(2) of the Companies Act 2016 together with essential individuals in accordance with Note 1.2 of the SC’s
Guidance. Shareholders/proxies/corporate representatives are only allowed to participate and vote in the 11th AGM remotely
via live streaming and online voting using RPV facilities via TIIH Online website at https://tiih.online.
The Company will continue to observe the relevant guidelines issued by the relevant authorities and Securities
Commission in conducting general meeting and will take all relevant precautionary measures as advised. Kindly
check announcement on the Company’s corporate website or Bursa Malaysia Securities Berhad’s website from time
to time for any updates on the 11th AGM.
Only shareholders whose names appear on the ROD as at 31 May 2022 shall be entitled to attend, speak and vote at the 11th
AGM or appoint proxies to attend and/or vote on his/her behalf.
Shareholders are to attend, speak (including posing questions via real time submission of typed texts or prior to the 11TH
AGM) and vote (collectively, “participate”) remotely at the 11TH AGM using RPV provided by Tricor Investor & Issuing House
Services Sdn. Bhd. (“Tricor”) via its TIIH Online website at https://tiih.online.
Shareholders/proxies/corporate representatives/attorneys are to follow the requirements and procedures to participate in the
11th AGM remotely using RPV as set out below:-
Procedures Action
BEFORE THE DAY OF AGM
(a) Register as a • Using your computer, access the website at https://tiih.online. Register as a user under the
user with TIIH “e-Services” select “Create Account by Individual Holder”. Refer to the tutorial guide posted on
Online the homepage for assistance.
• Registration as a user will be approved within one (1) working day and you will be notified via
e-mail.
• If you are already a user with TIIH Online, you are not required to register again. You will receive an
e-mail to notify you that the remote participation is available for registration at TIIH Online.
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 139
Procedures Action
BEFORE THE DAY OF AGM
(b) Register to • Registration is open from 10.00 a.m. Thursday, 28 April 2022 until such time before the voting
participate session ends of the 11th AGM on Wednesday, 8 June 2022.
remotely • Shareholder(s) or proxy(ies) or corporate representative(s) or attorney(s) are required to pre-register
their attendance for the 11th AGM to ascertain their eligibility to participate in the 11th AGM using the
RPV based on the General Meeting ROD as at 31 May 2022.
• Login with your user ID (i.e. e-mail address) and password and select the corporate event:
“(REGISTRATION) MDGM 11th AGM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select “Register for Remote Participation and Voting”.
• Review your registration and proceed to register.
• TIIH system will send an e-mail to notify that your registration for remote participation is received and
will be verified.
• After verification of your registration against the General Meeting ROD as at 31 May 2022, the
system will send you an e-mail on 7 June 2022 to approve or reject your registration for remote
participation.
(Note: Please allow sufficient time for the approval of new user of TIIH Online as well as the registration for RPV
in order that you can login to TIIH Online and participate in the 11th AGM remotely).
ON THE DAY OF THE AGM (8 June 2022)
(c) Login to TIIH • Login with your user ID and password for remote participation at the 11th AGM at any time from
Online 1.00 p.m. i.e. 1 hour before the commencement of the 11th AGM on Wednesday, 8 June 2022 at
2.00 p.m.
(d) Participate • Select the corporate event: “(LIVE STREAM MEETING) MDGM 11th AGM” to engage in the
through Live proceedings of the 11th AGM remotely.
Streaming
If you have any question for the Chairman/Board, you may use the query box to transmit your question.
The Chairman/Board will endeavor to respond to questions submitted by remote participants during
the 11TH AGM.
(e) Online Remote • Voting session commences from 2.00 p.m. on Wednesday, 8 June 2022 until a time when the
Voting Chairman announces the end of the voting session of the 11th AGM.
• Select the corporate event: “(REMOTE VOTING) MDGM 11th AGM” or if you are on the live stream
meeting page, you can select “GO TO REMOTE VOTING PAGE” button below the Query Box.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
(f) End of remote • Upon the announcement by the Chairman on the closure of the 11th AGM, the Live Streaming will
participation end.
140 Mr D.I.Y. Group (M) Berhad
2. The quality of your connection to the live broadcast is dependent on the bandwidth and stability of the internet at your
location and the device you use.
3. In the event you encounter any issues with logging-in, connection to the live streamed of the 11th AGM or online voting,
kindly call Tricor Help Line at 011-40805616 / 011-40803168 / 011-40803169 / 011-40803170 for assistance or e-mail to
tiih.online@my.tricorglobal.com for assistance.
PROXY
• If you are unable to attend the 11th AGM via RPV on 8 June 2022, you may appoint not more than two (2) proxies to attend
and vote at the 11th AGM via RPV. There is no limit to the number of proxies which an Exempt Authorised Nominee may
appoint for each Omnibus Account.
• Kindly submit the duly executed proxy forms in a hard copy form or by electronic means in the following manner and must
be received by the Share Registrar of the Company, Tricor, not later than Tuesday, 7 June 2022 at 2.00 p.m.:-
i) The hard copy proxy form must be deposited with the Share Registrar of the Company at Tricor Investor & Issuing
House Services Sdn. Bhd., Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8,
Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, the Customer Service Centre at Unit G-3, Ground Floor,
Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
ii) The proxy form can be electronically lodged with Tricor via TIIH Online at https://tiih.online. Kindly refer to the procedure
for Electronic Lodgement of Proxy Form, item (i) & (ii) below.
• Representatives of corporate shareholders (corporate representatives) or Attorneys appointed by power of attorney must
deposit their original certificate of appointment of corporate representative/power of attorney to Tricor not later than
Tuesday, 7 June 2022 at 2.00 p.m. to participate via RPV in the 11th AGM.
Shareholders who have appointed a proxy or attorney or corporate representative to participate at the 11th AGM via
RPV must request his/her proxy to register himself/herself for RPV at TIIH Online website at https://tiih.online.
Procedures Action
i. Steps for Individual Shareholders
(a) Register as a • You should have registered as user with TIIH Online under Procedures for RPV, item (a) above.
user with TIIH
Online
(b) Proceed with • Go to https://tiih.online and login with your user name (i.e. email address) and password.
submission of • Select the corporate event: “MDGM 11th AGM - Submission of Proxy Form”.
Proxy Form • Read and agree to the Terms & Conditions and confirm the Declaration.
• Insert your CDS account number and indicate the number of shares for your proxy(s) to vote on
your behalf.
• Appoint your proxy(s) and insert the required details of your proxy(s) or appoint Chairman as your
proxy.
• Indicate your voting instructions – FOR or AGAINST, otherwise your proxy will decide your vote.
• Review and confirm your proxy(s) appointment.
• Print proxy form for your record.
ABOUT
MR. D.I.Y.
STRATEGIC
REPORT
THE WAY WE ARE
GOVERNED
FINANCIAL
STATEMENTS
OTHER
INFORMATION
ANNUAL REPORT 2021 141
Procedures Action
ii. Steps for Corporation or Institutional Shareholders
(c) Register as a • Access TIIH Online at https://tiih.online.
User with TIIH • Under e-Services, the authorised or nominated representative of the corporation or
Online institutional shareholder selects “Create Account by Representative of Corporate Holder”.
• Complete the registration form and upload the required documents.
• Registration will be verified, and you will be notified by email within one (1) to two (2)
working days.
• Proceed to activate your account with the temporary password given in the email and re-set your
own password.
(Note: The representative of a corporation or institutional shareholder must register as a user in accordance
with the above steps before he/she can subscribe to this corporate holder electronic proxy submission.
Please contact our Share Registrar if you need clarifications on the user registration.)
POLL VOTING
• The voting at the 11th AGM will be conducted by poll in accordance with Paragraph 8.29A of Main Market Listing
Requirements of Bursa Malaysia Securities Berhad.
• Shareholders can proceed to vote on the resolutions at any time from the commencement of the 11th AGM at 2.00 p.m.
but before the end of the voting session, which will be announced by the Chairman of the 11th AGM. Kindly refer to item
(e) of the above Procedures for RPV for guidance on how to vote remotely from TIIH Online website at https://tiih.online.
• Upon completion of the voting session for the 11th AGM, the Scrutineers will verify and announce the poll results followed
by the Chairman’s declaration whether the resolutions are duly passed.
Shareholders may submit questions in relation to the agenda items of the 11th AGM prior to the meeting via Tricor’s TIIH
Online website at https://tiih.online by selecting “e-Services” to login, pose questions and submit electronically not later
than Tuesday, 7 June 2022 at 2.00 p.m.. The responses to the relevant questions will be shared at the 11th AGM.
Shareholders may use the Query Box facility to submit questions real time (in the form of typed text) during the 11th AGM.
The Board will endeavor to answer the relevant questions at the 11th AGM or by email after the meeting.
142 Mr D.I.Y. Group (M) Berhad
RECORDING OR PHOTOGRAPHY
Strictly no unauthorised recording or photography of the proceedings of the 11th AGM are allowed.
In an effort to support green environment, we encourage shareholders to refer to the electronic copy of the abovementioned
documents. You may request for a printed copy of the abovementioned documents at https://tiih.online by selecting “Request
for Annual Report/ Circular” under the “Investor Services” or through telephone/e-mail to our Share Registrar, Tricor Investor
& Issuing House Services Sdn. Bhd. as given below.
ENQUIRY
If you have any enquiries on the above, please contact the following persons during office hours on Mondays to Fridays from
9.00 a.m. to 5.30 p.m. (except on public holidays):
Email :
is.enquiry@my.tricorglobal.com
I/We* _______________________________________________________________________________________________________
(FULL NAME IN CAPITAL LETTERS)
of ___________________________________________________________________________________________________________
(FULL ADDRESS)
being a Member of MR D.I.Y. GROUP (M) BERHAD hereby appoint the following person(s) as my/our proxy:-
or failing him/her*, the Chairman of the meeting as my/us* proxy to vote for me/our* and on my/our behalf at the 11th Annual
General Meeting of the Company to be conducted virtually through live streaming from the Broadcast Venue at Lot 1907,
Jalan KPB 11, Kawasan Perindustrian Balakong, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia and via online
meeting platform on the TIIH Online website at https://tiih.online on Wednesday, 8 June 2022 at 2.00 p.m. and at any
adjournment thereof.
(Please indicate with an “X” in the space provided above how you wish your vote to be cast. If no specific direction as to voting is given, the
proxy will vote or abstain from voting at his/her discretion.)
1. The Broadcast Venue is the main venue in Malaysia where An Exempt Authorised Nominee (which holds ordinary i) In hard copy form
the Chairman of the meeting will be physically present in shares in the Company for the Omnibus Account) may The hardcopy proxy form must be deposited with the
accordance with Section 327(2) of the Companies Act appoint one or more proxies to attend on the same Share Registrar of the Company at Tricor Investor &
2016 together with essential individuals in accordance occasion. There is no limit to the number of proxies which an Issuing House Services Sdn. Bhd., Unit 32-01, Level
with Note 1.2 of the Guidance Note on the Conduct of Exempt Authorised Nominee may appoint in respect of each 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar
General Meetings for Listed Issuers issued by the Securities Omnibus Account the Exempt Authorised Nominee holds. South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Commission Malaysia. Shareholders/proxy(ies) will not be Where a member, an Authorised Nominee or an Exempt Malaysia or alternatively, the Customer Service Centre
allowed to attend the 11th AGM in person at the Broadcast Authorised Nominee appoints more than one (1) proxy, the at Unit G-3, Ground Floor, Vertical Podium, Avenue
Venue. proportion of shareholdings to be represented by each proxy 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Shareholders/proxy(ies) are to attend, speak (including must be specified in the instrument appointing the proxies. Lumpur, Malaysia.
posing questions via real time submission of typed texts The appointment shall not be valid unless he specifies the ii) By electronic form
or prior to the AGM) and vote (collectively, “participate”) proportions of his holdings to be represented by each proxy. The proxy form can be electronically lodged with
remotely at the 11th AGM via the Remote Participation and 4. A proxy may but need not be a member of the Company. the Share Registrar of the Company, Tricor, via TIIH
Voting facilities (“RPV”) provided by Tricor Investor & Issuing There shall be no restriction as to the qualification of the Online website at https://tiih.online. Kindly refer to the
House Services Sdn. Bhd. (“Tricor”) via its TIIH Online proxy. A proxy appointed to attend and vote at a meeting of Administrative Details on the procedures for electronic
website at https://tiih.online. Please follow the Procedures the Company shall have the same rights as the member to lodgement of proxy form via TIIH Online website.
for RPV in the Administrative Details and notes below in speak at a meeting. 7. The lodging of a completed Proxy Form does not preclude
order to participate remotely via RPV. a member from participating and voting at the AGM.
5. A member who has appointed a proxy or attorney or
2. For the purpose of determining who shall be entitled to authorised representative to attend, participate, speak Should you subsequently decide to participate at the AGM,
participate in this AGM via RPV, the Company shall be and vote at this 11th AGM via RPV must request his/ please submit a notice of revocation in writing to the Share
requesting Bursa Malaysia Depository Sdn. Bhd. to make her proxy or attorney or authorised representative to Registrar of the Company, Tricor, at the above address or
available to the Company, the Record of Depositors as at register himself/herself for RPV at TIIH Online website at via email at is.enquiry@my.tricorglobal.com, not later than
31 May 2022. Only members whose name appear on this https://tiih.online. Please follow the Procedures for RPV in Monday, 6 June 2022 at 2.00 p.m..
Record of Depositors shall be entitled to participate in this the Administrative Details. 8. Please ensure ALL the particulars as required in the proxy
AGM via RPV or appoint proxy/proxies to attend and vote form are completed, signed and dated accordingly.
on his/her behalf via RPV. 6. The appointment of a proxy may be made in a hard copy
form or by electronic means in the following manner and 9. The resolutions set out in the Notice of 11th AGM will be put to
3. A member, including an Authorised Nominee, may appoint must be received by the Share Registrar of the Company vote by poll pursuant to Paragraph 8.29A(1) of the Main Market
not more than two (2) proxies to attend and vote instead of not later than Tuesday, 7 June 2022 at 2.00 p.m.: Listing Requirements of Bursa Malaysia Securities Berhad.
the member or Authorised Nominee at the meeting on the
same occasion.
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By submitting an instrument appointing a proxy(ies) and/or representative(s) to participate and vote at the 11th Annual General Meeting (“AGM”) and/or any adjournment
thereof, a Member of the Company:-
a) consents to the processing of the Member’s personal data by the Company for:
• processing and administration of proxies and representatives appointed for the 11th AGM;
• preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (which includes any adjournments thereto); and
• the Company’s compliance with any applicable laws, listing rules, regulations, codes and/or guidelines
(collectively, the “Purposes”).
b) undertakes and warrants that he or she has obtained such proxy(ies)’ and/or representative(s)’ prior consent for the Company processing of such proxy(ies)’ and/or
representative(s)’ personal data for the Purposes.
(Note: the term “processing” and “personal data” shall have the meaning as defined in the Personal Data Protection Act 2010)