AirAsia : Document

What's Inside

FINANCIAL

STATEMENTS

1 Directors' Report

1. Statement by Directors

1. Statutory Declaration
2. Independent Auditors' Report

1. Income Statements

1. Statements of Comprehensive Income

1. Statements of Financial Position

1. Consolidated Statement of Changes in Equity

1. Statement of Changes in Equity
2. Statements of Cash Flow

1. Notes to the Financial Statements

201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Directors' report

The directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2023.

Principal activities

The principal activity of the Company is that of an investment holding company. The principal activities of the subsidiaries are described in Note 13 to the financial statements. There were no significant changes in the nature of these activities during the financial year.

Results
	Group		Company
	RM'000		RM'000
Loss net of tax	(96,314)	(1,960,201)
Loss net of tax attributable to:
Owners of the parent	336,789	(1,960,201)
Non-controlling interests	(433,103)	-
	(96,314)		(1,960,201)

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

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were otherwise not substantially affected by any item, transaction or event of a material and unusual nature.

Dividend

No dividend has been paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the current financial year.

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201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Share Capital

During the financial year, the issued and paid up share capital of the Company was increased from RM8,654,977,000 to RM8,711,742,000 via the conversion of 92,783,834 Redeemable Convertible Unsecured Islamic Debt Securities ("RCUIDS") into ordinary shares issued at RM0.75 per share and the exercise of 5,331 Warrants into ordinary shares issued at RM1.00 per share. The new ordinary shares rank pari passu with the then existing shares of the company.

RCUIDS and Warrants

Units of RCUIDS convertible into ordinary shares of the Company as at the financial year ended

31 December 2023 are as follows:

Expiry date	Exercise price (RM)	Units of RCUIDS
29 December 2028	0.75	942,826,785

Salient terms of the RCUIDS are disclosed in Note 29 to the financial statements.

Number of warrants with options to subscribe for ordinary shares of the Company as at the financial year ended 31 December 2023 are as follows:

Expiry date	Exercise price (RM)	Units of warrants
29 December 2028	1.00	649,670,148

Salient terms of the warrants are disclosed in Note 36 to the financial statements.

Directors

The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:

Datuk Kamarudin bin Meranun*
Tan Sri Anthony Francis Fernandes*
Dato' Abdel Aziz @ Abdul Aziz bin Abu Bakar
Dato' Mohamed Khadar bin Merican
Dato' Fam Lee Ee
Surina Binti Shukri	(Deceased on 29 February 2024)

* These directors are also directors of the Company's subsidiaries.

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201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Directors (cont'd.)

The names of the directors of the Company's subsidiaries in office since the beginning of the financial year to the date of this report (not including those directors listed above) are:

Aaron Gomez	Karena Fernandes	Phairat Pornpathananangoon
Adam Nicholas James Rhodes	Kartina Binti Mohd Tahir	Priyanka Jain
Ahmad Sadikin Abdurachman	Keith Lingam a/l Mahalingam	Racquel Victoria D. Tenorio
Aim Prachyaset	Kenneth Leong Yu Ming	Raden Achmad Sadikin
Aireen Omar	Kerry Cheng Davis	Rahul Agarwal
Ams Cosec Services Sdn. Bhd.	Kesavan Sivanandam	Raja Hamzah Abidin Bin Raja
Anajuk Chareonwongsak	Khoo Gaik Bee	Nong Chik
Anita Ler	Lalitha Sivanaser	Ras Adiba Binti Mohd Radzi
Anthony Chai Kwok Seng	Lam Lo Sho Rose	Raymund C. Berja
Arifin Eko Prasetyo	Leo Francis F. Abot	Riad Asmat
Army Aditya	Leong Shir Mein	Ricardo P. Isla
Augustus Ralph Marshall	Ler Sok Hua Anita	Richard Montgomery Beattie
Bawornpak Siripanich	Lim Hock Thye	Rozman Bin Omar
Carlo Emmanuel M/ Locsin	Lim Serh Ghee	Rudy Efendi Daulay
Chan Ka Yan Karen	Ling Liong Tien	Salim Dhanani
Chandran S/O Urath	Loh Jin Yong	Sami Joseph El Hadery
Sankaran Nair	Lui Yew Lee Dennis Paul	Santisuk Klongchaiya
Christie Dana G Tan	Mahesh Kumar A/L Jaya Kumar	Severino Miguel. B Sanchez
Craig Matthews	Mahisa Adhitya Rachman	Shyamshankar Krishnamurthy
Dabraj Sing S/O Daljeat Singh	Mark Xavier D. Oyales	Sio Wun Lao
Dato' Hisham Bin Othman	Mihai-Gabriel Simionescu	Sirot Setabandhu
Dato' Sreesanthan A/L	Mitherpal Singh Sidhu	Subashini A/P Silvadas @
Eliathamby	Mohamad Hafidz Bin Mohd Fadzil	Silvadar
Datuk Captain Chester Voo	Mohd Arfasya bin Dahalan	Suvabha Charoenying
Chee Soon	Mounir Klinkhamer	Tan Lih Shan
Devender Bhola	Muhammad Hafiz Bin Khairudin	Tan Mai Yin
Dinesh Kumar M K R Nambiar	Muhammad Hazwan Bin	Tan Sri Jamaludin Bin Ibrahim
Farhan Firdaus Bin Zainul	Muhammad Hatta	Tassapon Bijleveld
Kamar	Nadia Zahir Omer	Teh Mun Hui
Francis Anthony	Nam Vissoth	Thandalam Veeravalli
Francisco Edralin Lim	Natacha Sabrina Kong Hung	Thirumala Chari
Hanim Hamzah	Cheong	Tharumalingam A/L
Harbick Stephen Paul	Natasha binti Kamaluddin	Kanagalingam
Hee Joon Kim	Nguyen Thi Bich Lien	Tommy Lo Seen Chong
Ho Junxiong	Nicholas Chua	Tran Thi My Hanh
Ibnu Tryono	Nipun Anand	V Loganathan S/O Velaitham
Ikhlas Bin Kamarudin	Noor Azita Abul'as Binti	Veerayooth Bodharamik
Irwan Eka Sudarman	Mohammed Nazrene	Veranita Yosephine
Isharidah Binti Ishak	Nur Airin Binti Zainul Bahrin	Vichate Tantivanich
Jasmindar Kaur A/P Sarban	Nuttawut Phowborom	Wee Choo Peng
Singh	Olivier Petra	Wuri Septiawan
Joanna Binti Ibrahim	Padungsak Laohasurayodhin	Yuthaphong Ma
John Paul V. De Leon	Pattra Boosarawongse	Zubin Rada Krishnan

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201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Directors' benefits

During and at the end of the financial year ended 31 December 2023, no arrangements subsisted to which the Company is a party, being arrangements with the object or objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit other than benefits included in the aggregate amount of remuneration received or due and receivable by the Directors as shown in the financial statements or the fixed salary of a full- time employee of the Company by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 5(b) and Note 5(c) to the financial statements.

The directors' benefits are as follows:
	Group		Company
	RM'000		RM'000
Salaries, bonus, allowances and other employee benefits	28,303	28,303
Defined contribution plan	3,396	3,396
Fees	4,621	1,853
	36,320		33,552

The directors and officers of the Group and of the Company are covered under a Directors' and Officers' Liability Insurance up to an aggregate limit of RM100,000,000 against any legal liability, if incurred by the directors and officers of the Group and of the Company in the discharge of their duties while holding office for the Company and its subsidiaries.

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201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Directors' interests
		At	Number of ordinary shares	At
		1.1.2023	Acquired	Disposed	31.12.2023
Direct interests in the Company
Datuk Kamarudin bin
Meranun2	2,000,000	-	-	2,000,000
Tan Sri Anthony Francis
Fernandes2	1,600,000	-	-	1,600,000
Dato' Mohamed Khadar bin
Merican	100,000	-	-	100,000
		3,700,000	-	-	3,700,000
Indirect interests in the
Company
Tan Sri Anthony Francis
Fernandes1	1,025,485,082	-	-	1,025,485,082
Datuk Kamarudin bin
Meranun1	1,025,485,082	-	-	1,025,485,082
		2,050,970,164	-	-	2,050,970,164
		Number of redeemable convertible unsecured
		islamic debt securities ("RCUIDS")
		At	Acquired		At
		1.1.2023	Disposed	31.12.2023
Direct interests
Dato' Mohamed Khadar bin
Merican		250,000	-	-	250,000
Indirect interests^
Tan Sri Anthony Francis
Fernandes1	343,028,359	-	-	343,028,359
Datuk Kamarudin bin
Meranun1	343,028,359	-	-	343,028,359
		686,056,718	-	-	686,056,718

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201701030323 (1244493-V)
Capital A Berhad
(Incorporated in Malaysia)
Directors' interests (cont'd.)
	At	Number of Warrants	At
	Acquired
	1.1.2023	Disposed	31.12.2023
Indirect interests^
Tan Sri Anthony Francis
Fernandes1	171,514,179	-	-	171,514,179
Datuk Kamarudin bin
Meranun1	171,514,179	-	-	171,514,179
	343,028,358	-	-	343,028,358

1. By virtue of their interests in shares of more than 20% in the substantial shareholders of the Company, Tune Air Sdn. Bhd. 2 ("TASB") and Tune Live Sdn. Bhd. ("TLSB"), Tan Sri Anthony Francis Fernandes and Datuk Kamarudin bin Meranun are deemed to have interests in the Company to the extent of TASB's and TLSB's interests therein, in accordance with Section 8 of the Companies Act 2016
2. Shares held under HSBC Nominees (Tempatan) Sdn. Bhd. for TASB

• Deemed interested by virtue of Section 8 of the Act through a shareholding of more than 20% in Sky Accord Sdn. Bhd.

Other than as disclosed above, none of the other directors in office at the end of the financial year held any interest in shares or debentures of the Company and its related corporations during the financial year.

No options were granted to any person to take up the unissued shares of the Company during the financial year other than the issue of options pursuant to the Long Term Incentive Scheme ("LTIS") which is governed by LTIS By-Laws and RCUIDS with free detachable warrants.

LTIS

At an Extraordinary General Meeting held on 21 June 2021, the Company's shareholders approved the establishment of a LTIS which comprise the Employee Share Option Scheme ("ESOS") and Share Grant Scheme. On 3 August 2021, the Company granted 159,400,000 ESOS to selected certain eligible employees and directors of the Group. The salient features and other details of the ESOS and Share Grant Scheme are disclosed in Note 34 to the financial statements.

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201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Directors' interests (cont'd.)

Details of the options to subscribe for ordinary shares of the Company pursuant to the ESOS as at

31 December 2023 are as follows:

Expiry date	Exercise price (RM)	Number of options
31 August 2024	0.7425	98,900,000

Details of ESOS are disclosed in Note 34 to the financial statements.

Statutory information on the financial statements

1. Before the income statements, statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps:
2. 1. to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and
   2. to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected to realise.
3. At the date of this report, the directors are not aware of any circumstances which would render:
4. 1. the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and
   2. the values attributed to current assets in the financial statements of the Group and of the Company misleading.
5. At the date of this report, the directors are not aware of any circumstances which may 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.
6. At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

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201701030323 (1244493-V)

Capital A Berhad

(Incorporated in Malaysia)

Statutory information on the financial statements (cont'd.)

1. At the date of this report, there does not exist:
2. 1. any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or
   2. any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
3. In the opinion of the directors:
4. 1. no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year; as the plan to address the Group's liquidity constraints, set out in Note 2.1 to the financial statements, is expected to be achievable; which will or may substantially affect the ability of the Group or of the Company to meet their obligations when they fall due; and
   2. no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.
5. Note 2.1 to the financial statements discussed management's steps to address the current Practice Note 17 status of the Company. The Board of Directors is confident that based on the working capital management and funding plans, the Group will be in good stead to weather the current challenging environment.

Significant and subsequent events

Details of significant and subsequent events are disclosed respectively in Notes 45 and 46 to the financial statements.

Auditors

Auditors' remunerations of the Group and of the Company are RM2,351,000 and RM399,000 respectively.

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