2005 UTUSAN-AnnualReport2005 (2MB)

CONTENTS
Notice of Annual General Meeting 2

Statement Accompanying Notice of Annual General Meeting
of the Company 5
Five Year Group Financial Highlights 6
Profile of the Board of Directors 10
Corporate Information 16
Management and Heads of Department 17
Statement of Directors’ Responsibility in
Relation to the Financial Statements 18
Audit Committee Report 19
Statement of Internal Control 22
Statement on Corporate Governance 24
Other Information Required by the Listing Requirements
of the Bursa Malaysia Securities Berhad 29
Chairman’s Statement 32
Corporate Calendar 39
Financial Statements 44
Directors’ Report 45
Statement by Directors & Statutory Declaration 49
Report of the Auditors 50
Consolidated Income Statement 51
Consolidated Balance Sheet 52 1
UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

Consolidated Statement of Changes in Equity 53
Consolidated Cash Flow Statement 54
Income Statement 56
Balance Sheet 57
Statement of Changes in Equity 58
Cash Flow Statement 59
Notes to the Financial Statements 61
List of Properties 108
Analysis of Shareholdings 112
List of Top Thirty Largest Shareholders 113
Proxy Form
NOTICE OF
ANNUAL GENERAL
MEETING
NOTICE IS HEREBY GIVEN that the Thirty Eighth Annual General Meeting of Utusan Melayu
(Malaysia) Berhad will be held at Dewan Besar, Level 1, Bangunan Tabung Haji, 201, Jalan Tun
Razak, 50400 Kuala Lumpur on Wednesday, 31 May 2006 at 11.00 a.m. to transact the following
businesses:
AGENDA
AS ORDINARY BUSINESS
1. To receive and adopt the audited Financial Statements for the financial year ended 31 December 2005 and the reports of the
Directors and Auditors thereon. (Ordinary Resolution 1)
2. To declare a first and final dividend for the year ended 31 December 2005. (Ordinary Resolution 2)
3. To re-elect the following Directors pursuant to:

a) Article 98 of the Company’s Articles of Association pertaining to Directors retiring by rotation:
i) Tan Sri Mohamed Hashim Ahmad Makaruddin (Ordinary Resolution 3)
ii) Dato’ Dr. Firdaus Haji Abdullah (Ordinary Resolution 4)
b) Section 129(6) of the Companies Act, 1965 pertaining to Directors of or over the age of seventy years:
i) Tan Sri Haji Husein Ahmad (Ordinary Resolution 5)
4. To approve the payment of Directors’ fees for the year ended 31 December 2005.
(Ordinary Resolution 6)
5. To re-appoint Messrs. Ernst & Young as Auditors of the Company, to hold office until the conclusion of the next Annual General
Meeting, at a remuneration to be determined by the Directors. (Ordinary Resolution 7)
2
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without any modifications, the following Resolutions:
ORDINARY RESOLUTIONS
Acquisition and Disposal of Assets
6. “THAT, pursuant to Section 132C of the Companies Act, 1965, and subject always to the approval of all the relevant regulatory
bodies being obtained, the Board of Directors be and are hereby authorised to acquire or dispose of assets on behalf of the
Company upon such terms and conditions and for such purposes as the Board of Directors may deem fit until the conclusion
of the next Annual General Meeting.” (Ordinary Resolution 8)
New Issue of Shares
7. “THAT, pursuant to Section 132D of the Companies Act, 1965, the Board of Directors be and are hereby authorised to issue
shares in the Company at any time until conclusion of the next Annual General Meeting and upon such terms and conditions
and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate
number of shares to be issued does not exceed ten per centum (10%) of the issued share capital of the Company for the time
being, subject always to the approval of all the relevant regulatory bodies being obtained for such allotment and issue.”
(Ordinary Resolution 9)
SPECIAL RESOLUTION
Proposed Amendments to the Articles of Association
8. “THAT the following amendments to the existing Articles of Association of the Company be and are hereby approved:
(Special Resolution 1)
Article 2
The existing Article 2 be amended by deleting the definitions for ‘Central Depository’, ‘Depositor’, ‘the Directors’, ‘Record of
Depositors’ and ‘Stock Exchange’ and substituting in their place the following new definitions:
Words Meanings
Central Depository Bursa Malaysia Depository Sdn Bhd (165570-W) including any further change to its name;
Depositor A Holder of Securities Account as defined in the Central Depositories Act;
The Directors The Directors for the time being of the Company and includes Alternate Director;
Records of Depositors A record provided by Central Depository to the Company under Chapter 24.0 of the Rules;
The Stock Exchange Bursa Malaysia Securities Berhad (635998-W) including any further change to its name or any
other stock exchanges on which the shares of the Company are listed;
AND THAT all the references to the above definitions throughout the Articles of Association of the Company be changed
accordingly.” 3

9. To transact any other ordinary business of which due notice shall have been given.
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to attend this 38th
Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd in accordance with Article 58(e) of
the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act, 1991 to issue a
General Meeting Record of Depositors as at 23 May 2006. Only a depositor whose name appears on the Record of Depositors as
at 23 May 2006 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his/her behalf.
By Order of the Board
SHARINA SAIDON
(LS 006127)
Company Secretary
Kuala Lumpur
8 May 2006
GENERAL NOTES:
1. Appointment of Proxy
i) A member of the Company entitled to attend and vote at this meeting may appoint a proxy (or in a case of a corporation
to appoint a representative) to attend and vote in his stead. A proxy need not be a member of the Company.
ii) A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting. Where a member
appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be
represented by each proxy.
iii) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in
writing or, if the appointor is a corporation, either under the common seal or under the hand of an officer or attorney duly
authorised.
iv) Where a member is an authorised nominee as defined under the Central Depositories Act, 1991, it may appoint at least
one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of
the said Securities Account.
v) To be valid the proxy form duly completed must be deposited at the Registrar’s Office, 20th Floor, Plaza Permata, Jalan
Kampar Off Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time for holding the
Meeting or any adjournment thereof.
2. Statement Accompanying Notice of Annual General Meeting of the Company

Additional information required under Appendix 8A of the Listing Requirements of the Bursa Malaysia Securities Berhad is set
out in the Statement Accompanying Notice of Annual General Meeting of the Company.
EXPLANATORY NOTES:
1. Ordinary Resolution 9
4 The proposed Ordinary Resolution 9, if passed, will empower the Directors of the Company to issue and allot shares in the
Company from time to time and for such purposes as the Directors consider would be in the best interest of the Company.
This authority will, unless revoked by the Company in general meeting, expire on the next Annual General Meeting of the
Company.
2. Special Resolution 1
The proposed Special Resolution 1, if passed, the existing Articles of Association of the Company will be updated to ensure
consistency with the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad and other relevant statutory
and regulatory requirements, and are in line with the current practices.
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL
MEETING OF THE COMPANY
(Pursuant to Paragraph 8.28(2) of the Listing Requirements of the Bursa Malaysia Securities Berhad)
1. Names of Individuals who are standing for re-election at the Thirty Eighth Annual General Meeting of the Company are as
follows:
Pursuant to Article 89 of the Company’s Articles of Association
i) Tan Sri Mohamed Hashim Ahmad Makaruddin
ii) Dato’ Dr. Firdaus Haji Abdullah
Pursuant to Section 129(6) of the Companies Act, 1965

i) Tan Sri Haji Husein Ahmad
2. Details of attendance of Directors at Board Meetings

There were six (6) Board Meetings held during the financial year ended 31 December 2005. Details of attendance of Directors
are set out in the Statement on Corporate Governance appearing on page 24 to 28 of the Annual Report.
3. Place, Date and Time of the Board Meetings

All Board Meetings during the financial year ended 31 December 2005 were held at the Board Room, 46M, Jalan Lima Off
Jalan Chan Sow Lin, 55200 Kuala Lumpur.
TYPE OF MEETING DATE TIME

st
191 Board of Directors Meeting 23 February 2005 11.00 a.m
nd
192 Board of Directors Meeting 18 May 2005 11.00 a.m
rd
193 Board of Directors Meeting 17 August 2005 11.00 a.m
th
194 Board of Directors Meeting 30 November 2005 11.00 a.m
Special Board of Directors Meeting 1/2005 13 April 2005 11.00 a.m

Special Board of Directors Meeting 2/2005 28 September 2005 10.00 a.m 5

4. Details of Directors who are standing for re-election are set out on pages 10 to 15 of this Annual Report.
FIVE YEAR
GROUP FINANCIAL
HIGHLIGHTS
GROUP REVENUE GROUP PROFIT/(LOSS) BASIC EARNINGS/(LOSS)

RM’000 BEFORE TAXATION PER SHARE
RM’000 SEN
01 01 01
334,120 (44,114) (53.81)
02 02 02
335,168 14,640 11.84
03 03 03
347,518 13,054 9.03
04 04 04
364,633 19,576 11.44
05 05 05
372,172 29,195 19.52
CONSOLIDATED INCOME STATEMENT
YEAR ENDED 31 DECEMBER

RM’000 2005 2004 2003 2002 2001
Group Revenue 372,172 364,633 347,518 335,168 334,120

Group Profit/(Loss) Before Taxation 29,195 19,576 13,054 14,640 (44,114)
Taxation (7,819
(7,819)) (7,015) (4,514 ) (5,016) 1,313
Zakat (265
(265)) (200) (200 ) - -
Group Profit/(Loss) After Taxation 21,111 12,361 8,340 9,624 (42,801)
Minority Interest 214 135 50 (267) 1,167
6 Net Profit/(Loss) For The Year 21,325 12,496 8,390 9,357 (41,634)
Number of Share In Issue ('000) 109,224 109,224 109,216 77,373 77,373

Earnings/(Loss) Per Share (sen):
Basic 19.52 11.44 9.03 11.84 (53.81)
Diluted 19.47 11.44 9.01 11.34 -
Gross Dividend Per Share (sen) 2.50 2.50 2.00 2.50 -
NET TANGIBLE ASSET SHAREHOLDERS’ EQUITY TOTAL ASSETS
PER SHARE RM’000 RM’000
RM
01 01 01
1.42 109,959 397,041
02 02 02
1.54 119,486 401,840
03 03 03
1.79 195,358 424,546
04 04 04
1.89 206,310 474,929
05 05 05
2.07 226,210 508,706
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER
RM’000 2005 2004 2003 2002 2001
Share Capital 109,224 109,224 109,216 77,373 77,373

Reserves 116,986 97,086 86,142 42,113 32,586
Shareholders’ Equity 226,210 206,310 195,358 119,486 109,959

Minority Interest 1,351 1,565 1,721 1,771 1,553
Non-Current Liabilities 125,565 78,985 90,863 134,304 134,208
7

353,126 286,860 287,942 255,561 245,720
Non-Current Assets 241,950 227,280 246,214 243,026 254,209

Intangible Assets - - - 100 200
Current Assets 266,756 247,649 178,332 158,714 142,632
Total Assets 508,706 474,929 424,546 401,840 397,041

Current Liabilities (155,580
(155,580)) (188,069) (136,604) (146,279) (151,321)
353,126 286,860 287,942 255,561 245,720
Net Tangible Asset Per Share (RM) 2.07 1.89 1.79 1.54 1.42
PROFILE OF
THE BOARD
OF DIRECTORS
Tan Sri Mohamed Hashim Ahmad Makaruddin

(Executive Chairman)
(56 years of age – Malaysian)

Non-Independent Executive Director. He was appointed to the Board and assumed the
position of the Executive Chairman of Utusan Melayu (Malaysia) Berhad with effect
from 1 January 2004. Graduated with a Bachelor of Humanities (Mass Communications),
University of Science, Malaysia and a Certificate in Journalism, Wellington Polytechnic,
New Zealand. Formerly was the Editor-in-Chief of the Malaysian National News Agency
(BERNAMA) and has held various positions in the government sector such as the Adviser
to the National Economic Action Council Communication Team, Press Secretary to the
Minister of Finance and as the Special Assistant to the then Prime Minister of Malaysia.
Encik Mohd Nasir Ali

(Group Executive Director)

Non-Independent Executive Director. Joined the Board of Utusan Melayu (Malaysia)
10 Berhad on 2 October 2000 and is a member of the Audit Committee. Holds a Bachelor
of Economics (Honours) from the University of Malaya and Masters of Science (Finance)
from the University of Strathclyde, United Kingdom. Holds directorship in subsidiaries

and associate companies of Kumpulan Utusan namely Utusan Media Sales Sdn Bhd,
Utusan Karya Sdn Bhd, Utusan Publications & Distributors Sdn Bhd, UPD Sdn Bhd and
Swan Malaysia Sdn Bhd and a public listed company, Kuala Lumpur City Corporation
Berhad.
Datuk Mohd Khalid Mohd
(Group Editor-in-Chief)

Non-Independent Executive Director. Appointed to the Board of Utusan Melayu
(Malaysia) Berhad on 5 September 2001. Has been the Group Editor-in-Chief of
Utusan Melayu (Malaysia) Berhad since July 1998. Joined Utusan Melayu (Malaysia)
Berhad in 1976 and served in various capacities prior to his present post. Holds a
Bachelor of Science (Honours) in Political Science/Journalism, Boston University and
attended a Journalism Fellowship Programme at the University of Michigan in Ann
Arbor, U.S.A in 1988. Does not have any other directorships of public companies.
Tan Sri Haji Husein Ahmad

Senior Independent Non-Executive Director. Appointed to the Board of Utusan Melayu
(Malaysia) Berhad on 16 August 1993. Was the Deputy Chief Minister of Kelantan
and the Deputy Minister of Housing Ministry. Previously served as Chairman of Syarikat 11
Kenderaan Melayu Kelantan. Chairman of the Nomination Committee and a member

of the Remuneration Committee of the Board. Current directorship of public companies
includes Astral Asia Berhad.
PROFILE OF
THE BOARD
OF DIRECTORS
Datuk Ruhanie Haji Ahmad

Independent Non-Executive Director. Appointed to the Board of Utusan Melayu
(Malaysia) Berhad on 28 August 1989. Holds a Diploma in Public Administration from
University Technology MARA and underwent a two-year journalism course in the United
Kingdom. Chairman of the Remuneration Committee and a member of the Nomination
Committee of the Board. Current directorships of public companies include Concrete
Engineering Products Berhad.
Dato’ Dr. Firdaus Haji Abdullah

Independent Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia)
Berhad on 1 August 2001. Appointed the Director-General of Dewan Bahasa and Pustaka
12 with effect from 3 May 2005. Graduated with a B.A. in Political Science and Journalism,
Northern Illinois University, M.A. in International Affairs and Communication, Ohio
University and Ph.D. in Comparative Politics, Columbia University, United States of

America. Formerly was a Deputy Vice Chancellor (Student Affairs), University of Malaya
and Dean, Faculty of Economics and Administration, University of Malaya. Does not
have any other directorships of public companies.
Dato’ Ab Halim Mohyiddin

Independent Non-Executive Director. Appointed to the Board of Utusan Melayu
(Malaysia) Berhad on 3 October 2001. Graduated with a Bachelor of Economics
(Accounting), University of Malaya in 1971 and a Masters in Business Administration,
University of Alberta, Canada in 1973. Was a Faculty Member of the Faculty of
Economics, National University of Malaysia from 1973 to 1977. A Partner of KPMG
Malaysia from 1985 until his retirement in 2001. Chairman of the Audit Committee
and a member of the Remuneration Committee of the Board. Current directorships of
public companies include HeiTech Padu Berhad, Arab-Malaysian Corporation Berhad,
Idris Hydraulic (Malaysia) Berhad, Amway (Malaysia) Holdings Berhad, KNM Group
Berhad, Idaman Unggul Berhad and Digi.Com Berhad.
Dato’ Ismail Yusof

Non-Independent Non-Executive Director. Joined the Board of Utusan Melayu
(Malaysia) Berhad on 15 January 2004. Graduated with a Bachelor of Arts (Honours),
University of Malaya. Held several posts in the government sector from 1967 to 1991. 13
Currently a member of the Board of Trustees and is the Executive Vice-Chairman

cum Chief Executive Officer of the Albukhary Foundation. Current directorship of
public companies include South Malaysia Industries Berhad, MINHO (M) Berhad,
Mercury Industries Berhad and BCB Berhad.
PROFILE OF
THE BOARD
OF DIRECTORS
Encik Kamal Khalid

Independent Non-Executive Director. Joined the Board of Utusan Melayu (Malaysia)
Berhad on 16 June 2004. Graduated with a Bachelor of Laws (Honours), University of
Nottingham, United Kingdom. Formerly was the Special Assistant to the then Deputy
Prime Minister and held various positions in the corporate sector such as International
Affairs Manager, Bursa Malaysia Berhad and Assistant Manager, Group Finance,
Southern Bank Berhad. Currently is the Head of Communications Unit of the Prime
Minister’s Office. Does not have any other directorships of public companies.
Cik Sharina Saidon

Company Secretary
14
Other Information of Directors
i) Family Relationship
None of the Directors have any family relationship with each other and/or major shareholders of the Company.
ii) Conflict of Interest

None of the Directors have any personal interest in any business arrangement with the Company.
iii) List of Convictions for Offences

None of the Directors have been convicted for any offences (other than traffic offences) within the past ten (10) years.
iv) Attendance of Directors at Board Meetings

There were six (6) Board Meetings held during the financial year ended 31 December 2005. Details of attendance of the
Directors at Board Meetings are as follows:
DIRECTOR ATTENDANCE
Tan Sri Mohamed Hashim Ahmad Makaruddin 6/6
Encik Mohd Nasir Ali 6/6

Datuk Mohd Khalid Mohd 6/6
Tan Sri Haji Husein Ahmad 6/6
Datuk Ruhanie Haji Ahmad 6/6

Dato’ Dr. Firdaus Haji Abdullah 6/6
Dato’ Ab Halim Mohyiddin 6/6

15
Dato’ Ismail Yusof 6/6

Encik Kamal Khalid 4/6
v) Securities Holdings in the Company and its Subsidiaries

The Directors’ shareholdings, etc are disclosed on page 112 of this Annual Report.
CORPORATE
INFORMATION
BOARD OF DIRECTORS DATO’ DR. FIRDAUS HAJI ABDULLAH

TAN SRI MOHAMED HASHIM AHMAD MAKARUDDIN Independent Non-Executive Director
Executive Chairman
DATO’ AB HALIM MOHYIDDIN
ENCIK MOHD NASIR ALI Independent Non-Executive Director
Group Executive Director
DATO’ ISMAIL YUSOF
DATUK MOHD KHALID MOHD Non-Independent Non-Executive Director
Group Editor-in-Chief
ENCIK KAMAL KHALID
TAN SRI HAJI HUSEIN AHMAD Independent Non-Executive Director
Senior Independent Non-Executive Director
DATUK RUHANIE HAJI AHMAD

Independent Non-Executive Director
COMPANY SECRETARY AUDITORS

Cik Sharina Saidon Ernst & Young
Level 23A, Menara Milenium
Jalan Damanlela
REGISTERED OFFICE Pusat Bandar Damansara
46M, Jalan Lima Damansara Heights
16 Off Jalan Chan Sow Lin 50490 Kuala Lumpur
55200 Kuala Lumpur

Tel : 03-92217055
Fax : 03-92229784 PRINCIPAL BANKERS
Malayan Banking Berhad
Bank Muamalat Malaysia Berhad
SHARE REGISTRAR RHB Bank Berhad
Tenaga Koperat Sdn Bhd
20th Floor , Plaza Permata
Jalan Kampar STOCK EXCHANGE LISTING
Off Jalan Tun Razak Main Board of the Bursa Malaysia Securities Berhad
50400 Kuala Lumpur (16 August 1994)
Tel : 03-40416522
Fax : 03-40426352
MANAGEMENT AND
HEADS OF DEPARTMENT
Tan Sri Mohamed Hashim Ahmad Makaruddin Encik Che Mat Abd Ghani Encik Abdul Kadir Mansuri
Executive Chairman Group Manager, Procurement and Manager, Credit Control
Administration
Encik Mohd Nasir Ali Puan Maimunah Abd Rashid
Group Executive Director Cik Sharina Saidon Manager, Editorial Department
Company Secretary/Senior
Datuk Mohd Khalid Mohd Manager, Legal Puan Sabrina Yon
Group Editor-in-Chief Manager, Corporate
Encik Jamal Khail Mohd Isa Communications
Tuan Haji Hamzah Md Sidek General Manager, Production
Deputy Group Editor-in-Chief Puan Faridah Hashim
Encik Zulkafli Bakar Manager, Internal Audit
Cik W. Nor Asmah W. Ismail General Manager, Marketing/Circulation
Chief Financial Officer Puan Fouziah Abd Rahim
Ir. Ahmad Hilmi Hashim Head, Information Centre
Dr. Ahmad Hairi Abu Bakar General Manager, Property Services
Chief Technology Officer Tuan Syed Agil Syed Jaafar
Encik Mohd Nazlan Osman Head, Photography Unit
Cik Roselina Johari Senior Manager, Human Resource
Group Manager, Publishing
Encik Fareed Abdul Ghani
Encik Adi Satria Ahmad Senior Manager, Corporate Services
Group Manager, Advertising and Risk Management
SENIOR MANAGEMENT
17
Standing from left

left: Encik Zulkafli Bakar, Encik Mohd Nazlan Osman, Encik Adi Satria Ahmad, Cik Roselina Johari, Dr. Ahmad Hairi
Abu Bakar, Encik Che Mat Abd Ghani, Encik Jamal Khail Mohd Isa, Ir. Ahmad Hilmi Hashim
Seated from left
left: Cik W. Nor Asmah W. Ismail, Encik Mohd Nasir Ali, Tan Sri Mohamed Hashim Ahmad Makaruddin, Tuan Haji
Hamzah Md Sidek, Cik Sharina Saidon
Not in the picture: Datuk Mohd Khalid Mohd
STATEMENT OF
DIRECTORS’
RESPONSIBILITY
in Relation to the Financial Statements
This statement is prepared as required by the Listing Requirements of the Bursa Malaysia Securities Berhad.
The directors are required to prepare financial statements which give a true and fair view of the state of affairs of the Group and the
Company as at the end of each financial year and of their results and their cash flows for that year then ended.
The directors consider that in preparing the financial statements:

• the Group and the Company have used appropriate accounting policies and are consistently applied;
• reasonable and prudent judgements and estimates were made; and
• all applicable approved accounting standards in Malaysia have been followed.
The directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable accuracy
the financial position of the Group and the Company, and which enable them to ensure that the financial statements comply with
the Companies Act, 1965.
The directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the assets of
the Group, and to prevent and detect fraud and other irregularities.
18
AUDIT
COMMITTEE
REPORT
MEMBERS
Dato’ Ab Halim Mohyiddin - Chairman
Independent Non-Executive Director and a
member of the Malaysian Institute of Accountants

Non-Independent Executive Director
Encik Kamal Khalid

Independent Non-Executive Director
OBJECTIVES c) a person having a relationship that in the opinion of the

The Audit Committee (‘Committee’) has been formed with the Board of Directors, would interfere with the exercise of
following objectives in view: independent judgement of the Committee.
a) ensure openness, integrity and accountability in the Group’s
activities so as to safeguard the rights and interest of the and at least one of whom shall be a member of the Malaysian
shareholders. Institute of Accountants or one of the associations of
b) provide assistance to the Board in fulfilling its fiduciary accountants as specified in Part II of the 1st Schedule of the
responsibilities as they relate to the Group’s management Accountants Act, 1967.
and internal controls, accounting policies and financial
reporting. The Chairman of the Committee shall be appointed by the
c) improve the Group’s business efficiency, the quality of the Committee from amongst them who is not an Executive Director
accounting and audit functions and strengthening the or employee of Utusan Melayu (Malaysia) Berhad or any related
public’s confidence in the Group’s reported results. corporation.
d) provide by way of regular meetings, a direct line of
communication between the Board and the External and AUTHORITY 19
Internal Auditors. The Committee is authorised by the Board of Directors to:

e) enhance the independence of the external and internal audit a) investigate any activity within its terms of reference.
functions. b) seek any information it requires from any employee and all
f) create a climate of discipline and control that will reduce employees are directed to co-operate with any request made
the opportunity for fraud. by the Committee.
c) obtain external legal or other independent professional
MEMBERSHIP advice and to secure the attendance of outsiders with
The members of the Committee shall be appointed by the Board relevant experience and expertise if it deems fit.
of Directors of Utusan Melayu (Malaysia) Berhad from amongst
their number and shall comprise not less than three (3) members
of whom a majority shall not be:
a) Executive Directors of Utusan Melayu (Malaysia) Berhad,
or any related corporation.
b) a spouse, parent, brother, sister, son, adopted son or
daughter of an Executive Director of Utusan Melayu
(Malaysia) Berhad or any related corporation.
AUDIT
COMMITTEE
REPORT
FUNCTIONS AND DUTIES n) to review and ensure the co-ordination of audit approach
The duties of the Committee shall be: between the External and Internal Auditors.
a) to consider and recommend the appointment of the External o) to consider other topics as deemed fit.
Auditors, the audit fee, and any questions of resignation or
dismissal. MEETINGS
b) to discuss with the External Auditors before the audit a) Meetings shall be held not less than four (4) times a year,
commences, the nature and scope of the audit, and ensure with due notice of issues to be discussed and should record
co-ordination where more than one audit firm is involved. its conclusion in discharging its duties and responsibilities.
c) to review the quarterly and annual financial statements b) The quorum for a meeting of the Committee shall be two
before submission to the Board, focusing particularly on: (2) members. In the absence of the Chairman, the members
- any changes in accounting policies and practices present shall elect a Chairman for the meeting from amongst
- major judgemental areas the members present.
- significant adjustments resulting from the audit c) The meetings of the Committee shall be governed by the
- the going concern assumption provisions contained in the Memorandum and Articles of
- compliance with stock exchange and legal requirements Association of Utusan Melayu (Malaysia) Berhad for
d) to discuss problems and reservations arising from the regulating the meetings and proceedings of Directors.
statutory audits, and any matters the Auditor may wish to d) Directors of the Board who are not members of the
discuss (in the absence of Management or Group Executive Committee may also attend the meetings of the Committee,
Director where/when necessary). but they shall not have any voting rights.
e) to keep under review the effectiveness of internal control e) In addition to the Committee members, the Chief Financial
systems and in particular review the External Auditors’ Officer and Head of Internal Audit are invited for attendance
Management Letter and Management’s response. at each meeting. The Head of departments/subsidiaries of
f) to review the adequacy of the scope, functions and the Group and their Management team will attend when
resources of the internal audit function, and that it has the audit reports on their departments/subsidiaries of the Group
necessary authority to carry out its work. are tabled for discussion.
20 g) to review the internal audit programme and results of the f) The Committee shall meet the External Auditors at least twice
internal audit process and where necessary ensure that a year. At least once a year the Committee shall meet the
appropriate action is taken on the recommendations of the External Auditors without the Management or the Executive
internal audit function. Directors present.
h) to approve the appointment of the head of the Internal Audit g) The Company Secretary shall be appointed as the Secretary
Department. of the Committee who shall circulate the minutes of meeting
i) to review any appraisal or assessment of the performance of the Committee to all members of the Board.
of members of the internal audit function.
j) to approve any appointment or termination of senior staff ATTENDANCE AT MEETINGS
members of the internal audit function. A total of seven (7) meetings were held during the financial
k) to inform itself of resignations of internal audit staff members year ended 31 December 2005. The details of attendance of
and provide the resigning staff member an opportunity to the Committee members are as follows:
submit his reason for resigning. NAME ATTENDANCE OF MEETINGS
l) to review any related party transactions within the Company
or Group and any other major transactions outside the
normal course of business of the Company and Group.
m) to approve the Group Internal Audit Charter and ensure that
the internal audit function is adequately resourced and has
appropriate standing in the Group.
SUMMARY OF ACTIVITIES OF THE COMMITTEE GROUP INTERNAL AUDIT DEPARTMENT
The following activities were performed by the Audit Committee The Group Internal Audit Department is responsible to undertake
during the financial year ended 31 December 2005: regular and systematic review of the systems of controls so as
a) Reviewed with the External Auditors their audit plan, strategy to provide reasonable assurance that such systems continue to
and scope of the statutory audits of the Group accounts for operate satisfactorily and effectively in the Company and the
the financial year ended 31 December 2005; Group. The Department is also responsible for the conduct of
b) Reviewed with the External Auditors the result and issues regular and systematic reviews of environmental, safety and
arising from their audit of the year-end financial statements health issues in the Company and the Group.
and their resolutions of such issues highlighted in their report
to the Committee; Throughout the financial year under review, the Group Internal
c) Reviewed the performance and independence of the Audit Department conducted operational and information
External Auditors before recommending to the Board their system audit assignments and follow up audit on the
re-appointment and remuneration; departments and subsidiaries of the Group in accordance to
d) Reviewed with the Internal Audit their audit plan for the the Annual Audit Plan or as special ad-hoc audit at
financial year ended 31 December 2005 and ensuring the Management’s request.
principal risk areas (identified by the Risk Management
framework) are adequately identified and covered in the The resulting reports of audits undertaken were presented to
plan; the Audit Committee and forwarded to the Management’s
e) Reviewed the various Internal Audit reports and appraised concerned for their attention and necessary actions on reported
the adequacy and effectiveness of Management responses weaknesses and lapses.
thereto and ensuring significant findings are adequately
addressed by Management on a timely basis; The Management is responsible for ensuring that corrective
f) Reviewed the quarterly results and the audited financial actions on reported weaknesses/deficiencies as recommended
statements of the Group with the Chief Financial Officer are taken within the required time frame. The Management is
and the External Auditors before recommending to the Board also responsible for ensuring that a written report on action
for their approval and its announcement. Any significant planned or completed is sent to the Chairman of the Audit 21
issues resulting from the audit of the financial statements Committee and the Head of Internal Audit.

by the External Auditors were noted and deliberated by the
Committee; The Group Internal Audit Department has progressively reviewed
g) The Committee, upon conclusion of each meeting, the audit manuals and programmes, the Corporate Manuals and
recommended to the Management of the Group to improve the Statement of Internal Control for the respective departments
on the internal controls, procedures and system of the Group and subsidiaries of the Group as well as participating in new
where deemed appropriate. and/or enhancement of the Group’s system computerization
projects.
STATEMENT OF
INTERNAL CONTROL
Board’s Responsibilities
The Board of Directors (‘Board’) acknowledges its overall responsibility for the Group’s system of internal control and for reviewing
its adequacy and integrity in order to safeguard the Group’s assets and shareholders’ investments.
The system is designed to manage rather than eliminate the risk of failure to achieve the business objectives of the Group.
It can therefore only provide reasonable and not absolute assurance against material misstatement or loss.
The Board and Audit Committee are informed of all issues pertaining to internal controls and regulatory compliance.
The effectiveness of the internal control system is reviewed regularly by the Board and the Audit Committee, which receive reports
of reviews undertaken by the Group Internal Audit Department.
The independent Internal Audit function provides assurance to the Audit Committee through the execution of internal audit exercises
based on an approved risk-based internal audit plan. Findings arising from these exercises are presented, together with
Management’s response and proposed action plans to the Audit Committee for its review.
Risk Management Framework

The Board recognises that one of the key elements of a sound internal control is the management of risks associated with the
Group’s business. The Corporate Services & Risk Management Department (‘CSRMD’) has been entrusted to assist the Board in
managing the risks within the Group. The CSRMD reports directly to the Group Executive Director and its major roles pertaining to
risk management are to:
• be a central platform, whereby risks throughout the Group can be viewed on an enterprise-wide basis;
• standardise the risk measurement methodology in order to enable comparability;
• act as a central resource for evaluating risks to assist management, business and operating units;
22 • recommend means to control or minimise risks; and
• facilitate each department and subsidiary within the Group in the process of identifying, evaluating, managing and monitoring
risks.
One of the key elements of the Group’s risk management framework is the establishment of a Risk Management Committee
headed by the Executive Chairman and comprising key management personnel from the relevant business and support functions.
The committee is entrusted with the responsibility of assisting the Board in overseeing the company’s risk management practices
throughout the Group. The Committee review and recommend overall risk management policies and processes and monitor
significant risks through review of risks profile and its mitigation plans.
The Board approved the Group’s Risk Management Policy. The policy outlines the role of the Board, the management and the
staff of the Group pertaining to risk management.
The Group Internal Audit Department conducts independent risk-based audits to ensure that the system of internal controls
established to mitigate the risks is effective and operating satisfactorily.
Other Key Elements of the Group’s Internal Control System

Apart from the management of risks, the other key elements of the Group’s internal control system are:
• each of the department and subsidiary of the Group is required to have its own Corporate Manual that clearly spells out among
others; operational structure with defined lines of responsibility and delegation of authority, financial limits and approving authority
of various transactions. The Internal Audit Department also performs an independent review on the adequacy of internal controls
established in the Corporate Manual;
• formation of various committees at the management level to review and make business decisions regarding major expenditure
areas;
• there is an annual budgeting process for each area of business and approval of the annual budget by the Board; and
• the Executive Directors provide the Board with quarterly financial information. These include amongst others, the monitoring of
results against budget, with major variances being followed up and management action taken, where necessary.
Statement made in accordance with the resolution of the Board of Directors dated 12 April 2006.
23

STATEMENT ON
CORPORATE
GOVERNANCE
Introduction
The Board is pleased to disclose the manner in which the Group has applied the Principles and Best Practices of good governance
as set out in the Malaysian Code on Corporate Governance (‘the Code’) throughout the twelve (12) months ended 31 December
2005.
1. The Board of Directors

1.1 Composition
The Board comprises nine (9) members, of whom three (3) Executive Directors (including the Chairman), four (4)
Independent Non-Executive Directors, one (1) Senior Independent Non-Executive Director and one (1) Non-Independent
Non-Executive Director. The Board considers the current number of Directors and the mix of experience and expertise
of the present members are sufficient to provide direction and guidance to the management of the Company.
The presence of a majority Independent Non-Executive Directors, who are qualified and experienced, would contribute
effectively towards achieving the main tasks of the Board. They will also provide the necessary checks and balances to
ensure that the interests of minority shareholders and general public are given due consideration in the decision-making
process. Tan Sri Haji Husein Ahmad is the Senior Independent Non-Executive Director to whom the concerns may be
conveyed.
Notwithstanding the Chairman of the Board holds an executive position as the Group Executive Director (‘GED’), the
Board is of the opinion that the independence and the balance of power between the top management of the Company
is still appropriately preserved. This is because the power and authority of the Chairman and the GED are subject to the
control and scrutiny of the Board, the majority of whom are Non-Executive Directors.
1.2 Duties and Responsibilities

While delegating the day-to-day conduct of the Company’s business to the full time employees of the Company, the
24 Board is ultimately responsible for the overall performance of the Company.
The principal duties and responsibilities of the Board are:

• formulating the business direction and objectives of the Group;
• reviewing, adopting and approving the Group’s annual budgets, strategic plans, key operational initiatives, major
investments and funding decision;
• overseeing the conduct of business of the Group;
• reviewing the adequacy and integrity of internal control systems and management information system to ensure
compliance with relevant laws, rules, regulations, directives and guidelines;
• assuming its responsibility in succession planning within the Group.
1.3 Board Meetings
The Board met six (6) times for the financial year ended 31 December 2005. The Board members receive documents
on matters requiring its consideration prior to and in advance with detailed management reports, proposal papers and
supporting documents for Board meetings. Senior management and advisers are invited to attend Board meetings,
where necessary, to provide additional information and insights on the relevant agenda items tabled at Board meetings.
Details of each Director’s attendance for the financial year ended 31 December 2005 are as follows:
NAME OF DIRECTOR ATTENDANCE

Tan Sri Mohamed Hashim Ahmad Makaruddin 6/6
Datuk Mohd Khalid Mohd 6/6
Dato’ Dr. Firdaus Haji Abdullah 6/6
Dato’ Ismail Yusof 6/6
1.4 Access to Information

The Directors have full access to information pertaining to the Group’s business and affairs from all levels of senior
executive within the Group except certain information which are restricted by law. Every Director has unrestricted
access to the advice and services of the Company Secretary, whose role includes ensuring that Board procedures,
applicable rules and regulations are complied with.
Directors are also encouraged to seek external independent professional advice where necessary, to assist them in 25
making well-informed decision whether as a full Board or in their individual capacity, at the Company’s expense.

1.5 Appointment and Re-election of Directors
Appointment of new Board members are recommended by the Nomination Committee for the Board’s approval.
On appointment, Directors are advised of their legal and statutory responsibilities. They are regularly being updated on
any changes of such responsibilities and constantly reminded of their obligations.
In accordance with Article 98 of the Articles of Association of the Company, one-third or nearest to one-third of the
Directors shall retire from office at each Annual General Meeting (“AGM”) and be eligible to offer themselves for re-
election. This means that every Director will stand for re-election at least once in every three (3) years. Directors who
are appointed by the Board of Directors during the year are subject to retirement and re-election at the next AGM held
following their appointment.
Details of the Directors seeking re-election at the forthcoming AGM of the Company are disclosed in the Statement
Accompanying Notice of AGM on page 5 of this Annual Report.
STATEMENT ON
CORPORATE
GOVERNANCE
1.6 Directors’ Training

Directors undergo continuous training as prescribed by Bursa Malaysia to equip themselves to effectively discharge their
duties as Directors. For the financial year ended 31 December 2005, six (6) out of seven (7) Directors have fulfilled their
Continuing Education Programmes (‘CEP’) points requirements whilst the other two (2) Directors were exempted. All
Directors have attended the Mandatory Accreditation Programme.
The Directors and management attended the following CEP training programme conducted by Bursatra Sdn Bhd:
• Adopting Risk Management System Framework.
• Understanding Key Performance Indicators.
• Management Succession Planning.
1.7 Board Committees

The following Board Committees have been established to assist the Board in the execution of its responsibilities:
(a) Audit Committee
The composition of the Audit Committee and its terms of reference together with the Report of Audit Committee are
presented on pages 19 to 21 of this Annual Report.
(b) Nomination Committee

The Nomination Committee reviewed the existing mix of skills and experience of the Board and recommended to
the Board for the appointments of new Directors, assess and review the effectiveness of each existing Director, the
Board as a whole and the committees of the Board on an on-going basis.
The members of this Committee comprises Independent Non-Executive Directors and the details of the meeting
held during the financial year ended 31 December 2005 are as follows:
MEMBERS NUMBER OF MEETING (ATTENDED/HELD)

26
Tan Sri Haji Husein Ahmad (Chairman) 1/1
(c) Remuneration Committee

The Remuneration Committee reviewed and considered the policy on remuneration of Executive Directors and
remuneration policy for Non-Executive Directors before tabling the same to the Board for decisions.
The Committee reviewed and made recommendations on the remuneration package of the Executive Directors
and Non-Executive Directors. The reviews cover all aspects of remuneration, including but not limited to Directors’
fees, salaries, bonuses, allowances and benefits-in-kind based on the performances of the Company and the
individual as well as the level of responsibilities undertaken by the particular Director concerned.
The members of this Committee comprises Independent Non-Executive Directors and the details of the meetings held
during the twelve (12) months ended 31 December 2005 are as follows:
MEMBERS NUMBER OF MEETINGS (ATTENDED/HELD)

NUMBER
Datuk Ruhanie Haji Ahmad (Chairman) 2/2
1.8 Directors’ Remuneration

The remuneration of the Directors for the financial year ended 31 December 2005 are as follows:
SALARIES FEES BONUS BENEFITS IN-KIND TOTAL

RM RM RM RM RM
Executive Directors 1,366,394 120,000 179,400 196,995 1,862,789
Non-Executive Directors - 240,000 - - 240,000
The number of Directors of the Company whose total remuneration fall within the following bands for the financial
year ended 31 December 2005 are as follows:
NUMBER OF DIRECTORS
RANGE OF REMUNERATION EXECUTIVE NON-EXECUTIVE
Below RM50,000 - 6
RM450,001 to RM500,000 - -
RM500,001 to RM550,000 1 -
RM550,001 to RM600,000 - - 27
RM600,001 to RM650,000 - -

RM650,001 to RM700,000 2 -
The objective of the Company’s policy on Directors’ remuneration is to attract and retain Directors needed to run the
Company successfully. The Non-Executive Directors’s remuneration is determined by the Board.
Non-Executive Directors are paid annual fees and attendance allowances for attending Board/Committee meetings.
Although the Code (Principles B III) requires that each Director’s remuneration be disclosed in detail, the Board is of
the opinion that the transparency and accountability aspects of this requirement are still appropriately served. The
band disclosure made above is in compliance with Paragraph 10(b) Part A of Appendix 9C of the Listing Requirements
of the Bursa Malaysia Securities Berhad.
STATEMENT ON
CORPORATE
GOVERNANCE
2. Accountability and Audit

2.1 Financial Reporting
The annual financial statements and quarterly results are reviewed by the Audit Committee and approved by the Board
of Directors prior to public release. A statement by the Directors explaining the Board’s responsibilities for preparing the
annual financial statements is set out on page 18 of this Annual Report.
2.2 Risk Management Framework and Internal Control

A Statement on Internal Control which provides an overview of the state of internal control within the Group is disclosed
on pages 22 to 23 of this Annual Report.
2.3 Relationship with the Auditors

Through the Audit Committee, the Company has established a formal and transparent relationship with the auditors,
both internal and external. The external auditors are invited to discuss the annual financial statements, their audit plan,
audit findings and other special matters that require the Board’s attention.
The Audit Committee meets with the external auditors without the Management or the Executive Directors presence at
least once a year.
3. Investors Relation and Shareholders Communication

The Company endeavours to maintain constant and effective communication with shareholders through timely and
comprehensive announcements. The Board regards the AGM as an opportunity to communicate directly with shareholders
and encourages attendance and participation in dialogue. The Executive Chairman and the Group Executive Director are
available to respond to shareholders’ queries during the meeting. The notice of AGM is despatched to shareholders, together
with explanatory notes or circular on items of special business, at least twenty-one (21) days prior to the meeting date.
28 Shareholders and investors can also convey their concerns and queries to Tan Sri Haji Husein Ahmad, the Senior Independent
Non-Executive Director of the Company at fax no. 03-92229784 or by mail to the registered office of the Company at 46M,
Jalan Lima Off Jalan Chan Sow Lin, 55200 Kuala Lumpur.
Statement made in accordance with the resolution of the Board passed on 12 April 2006.
OTHER
INFORMATION
Required By The Listing Requirements Of The Bursa Malaysia Securities Berhad
Share Buybacks
During the financial year, the Company did not enter into any share buyback transactions.
American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme

During the financial year, the Company did not sponsor any ADR or GDR programme.
Imposition of Sanctions and Penalties

There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or Management by the relevant
regulatory bodies during the financial year.
Non-Audit Fees
The amount of non-audit fees paid to the external auditors by both the Group and the Company for the financial year amounted to
RM3,000.00.
Profit Guarantee
During the financial year, there were no profit guarantees given by the Company.
29

CHAIRMAN’S
STATEMENT
Dear Shareholders,
32
It gives me great pleasure to present, on behalf of the Board of Directors, the Annual Report and audited Financial Statements of
Utusan Melayu (Malaysia) Berhad (‘the Company’) and the Group for the financial year ended 31 December 2005.
PERFORMANCE REVIEW
I am pleased to report yet another year of satisfactory results: the Group recorded a 2.1 % growth in revenue to RM372.2 million,
compared with the previous year’s figure of RM364.6 million. Pre-tax profit for the Group was RM29.2 million, 49.0% higher
compared with RM19.6 million a year ago. The improved profit was mainly contributed by the core businesses of publishing,
advertising and printing. Basic earnings per share improved to 19.52 sen as compared with 11.44 sen in the previous year.
At the Company level, revenue increased by 9.0% from RM268.1 million in 2004 to RM292.1 million in 2005, contributed mainly
by the increase in cover prices of Utusan Malaysia and Mingguan Malaysia since January 2005. These, coupled with internal cost
control measures have resulted in higher pre-tax profit for the Company by 15.9% from RM15.7 million in 2004 to RM18.2 million
in 2005.
DIVIDEND
After taking into account the financial results of the Company,
the Board is pleased to recommend a first and final dividend
of 2.5 sen per ordinary share, less 28% income tax, for the
financial year ended 31 December 2005 for the approval of
shareholders at the forthcoming 38 th Annual General Meeting
to be held on 31 May 2006.
OPERATIONAL PERFORMANCE
The Malaysian economy recorded a lower GDP growth of 5.3%
in 2005 as against 7.1% in 2004. During the year, most sectors 33
of the economy registered lower growth than a year before
whilst the construction sector continued to register a negative
growth for the second year consecutively. The slower growth
was largely due to higher oil prices and downturn in the global
electronic cycle during the first half of the year.
The advertising expenditure (‘Adex’) for the entire media in

2005 increased at a lower rate of 3.0% as against 16.8% in
2004. The Adex for newspaper also expanded at a slower
rate of 4.0%, lower than 12.9% in 2004. The absence of major
events during the year was the main reason for the slower
Adex in 2005. Bahasa and Chinese Adex newspapers grew
by 7.4% and 6.7% respectively whilst the English newspapers
managed a growth of only 0.6%.
CHAIRMAN’S
STATEMENT
The publishing, distribution and advertising segment continued

to be the main contributor to the Group’s revenue in 2005. This
segment recorded a growth of 3.6% in revenue during the year
under review at RM359.5 million as compared with RM347.1
million in 2004. In the newspaper publishing sector, average daily
circulation of Utusan Malaysia and Mingguan Malaysia, as verified
by the Audit Bureau of Circulations (‘ABC’) for July 2004 to June
2005 were 228,802 copies and 529,176 copies respectively. In
terms of readership, Utusan Malaysia and Mingguan Malaysia
recorded an average net daily readership of 1.277 million and
1.994 million respectively. Mingguan Malaysia retained its no. 1
position in both circulation and readership.
Performance of the subsidiaries were mixed. Utusan Karya Sdn

Bhd (‘UKSB’), which publishes magazines, registered an improved
pre-tax profit of 13.3% from RM1.5 million in 2004 to RM1.7 million
in 2005, on the back of RM41.5 million revenue.
Utusan Publications & Distributors Sdn Bhd (‘UP&D’), which is in

the book publishing and distribution business, registered an
improved performance with a pre-tax profit of RM0.9 million
(RM0.7 million in 2004) on the back of RM15.3 million revenue.
The commercial printing subsidiary, Utusan Printcorp Sdn Bhd

(‘UPSB’) recorded a higher pre-tax profit of RM1.5 million in 2005
34 as compared with RM0.5 million in 2004. Its revenue improved

from RM17.8 million in 2004 to RM20.5 million in 2005.
In the advertising segment, the Company’s wholly owned subsidiary, Utusan Media Sales Sdn Bhd (‘UMES’), registered a 17%
improvement in profit to RM2.7 million from RM2.3 million registered in 2004. The Company’s outdoor media subsidiary, UPD Sdn
Bhd, however, registered a loss of RM3.2 million. Measures have been taken to improve the performance of this subsidiary.
CORPORATE DEVELOPMENTS
During the year, the Company continued to undertake measures to strengthen its business operations and subsidiaries and to
further enhance its core activities. Efforts were focused on increasing market penetration of its new products, boosting circulation
and advertisement revenue, and controlling costs.
During the year, our newly launched compact newspaper, Kosmo!, was expanded to Penang and nearby areas in September 2005.
In February 2006, it was made available to residents of Johor. The response has been encouraging and the newspaper will be 35
distributed to other regions within peninsular Malaysia before the end of 2006.
CHAIRMAN’S
STATEMENT
As part of the plan to modernize the printing plants, the

Company undertook the construction of its new printing plant
in Prai, Penang. This will enable the Company to print full colour
for all pages, increase pagination and complete printing at a
faster time. The plant is expected to be operational in the middle
of 2006.
CORPORATE GOVERNANCE & INTERNAL CONTROL

The Board is committed in ensuring that high standards of corporate
governance are adhered to in the conduct of the activities of the Group in
accordance with the Malaysian Code on Corporate Governance.
36
RELATED PARTY TRANSACTIONS
There were no material contracts of the Group involving Directors’ and major shareholders’ interest except for those incurred in
the normal course of business as disclosed in the financial statements.
FUTURE OUTLOOK
Despite a higher GDP forecast of 6.0% for 2006 by Bank Negara Malaysia, the year will yet be another challenging year for the
Group given the continued increase in newsprint prices and intense competition for circulation, readership and Adex in the
Bahasa Melayu newspaper segment. High oil prices may also have impact on transportation and utilities cost for the Group.
Measures are being taken to mitigate the impact of these increases in prices.
37
The Group is confident of improving its newspaper circulation and readership numbers with Kosmo! being distributed nationwide
by the year end and the positive responses to the new look for Utusan Malaysia and Mingguan Malaysia launched in 2006. At the
same time, the Group will continue to explore new business opportunities aimed at increasing revenue and profitability. Hence,
barring unforeseen circumstances, the Group is confident of remaining profitable in 2006.
APPRECIATION
On behalf of the Board, I would like to record my thanks and
appreciation for the dedication of our management and
employees at all levels, and also to the Board members for their continued support and
co-operation.
I also wish to express my sincere thanks to our shareholders, readers, vendors and agents, advertisers and advertising agencies,
financiers, Bursa Malaysia Securities Berhad, Securities Commission and all our business associates for their continued and
valuable support to the Group.
In closing we reaffirm our commitment to our shareholders of further enhancing the value of their investment in the Company.
38
TAN SRI MOHAMED HASHIM AHMAD MAKARUDDIN

Executive Chairman
CORPORATE
CALENDAR
3 February 2005
UP&D launched the Buku Masakan Tradisi Johor by Halimah Shuib.
The event was officiated by the Minister of Youth and Sports, Datuk
Azalina Othman Said at Putra World Trade Centre, Kuala Lumpur.
1 March 2005
The Utusan Group, in collaboration with Expomal International Sdn
Bhd organised the International Food and Beverage Expo (‘MIFB’)
themed ‘Bringing The Multi-million Ringgit Market to You’ (‘Membawa
Pasaran Berbilion Ringgit Kepada Anda’). The pre-launch ceremony
was officiated by the Deputy Minister for International Trade and
Industry, YB Datuk Ahmad Husni Mohamad Hanadzlah.
19 April 2005
The Utusan Group won the Silver Award for the Best in Sports
Photography category through Utusan lensman, Aswad Yahya at the
Asia Media Awards 2005 in Bangkok, Thailand.
39
39
UTUSAN MELAYU (MALAYSIA) BERHAD • LAPORAN TAHUNAN 2005

21 May 2005
More than 10 thousand participants took part in the Yayasan-Utusan
Charity Run organised by Yayasan Orang Kurang Upaya Kelantan
(‘YOKUK’) and Utusan Group in Kota Bharu, Kelantan. This
programme aimed to raise funds in support of the rehabilitation and
skills programme for the physically handicapped in Kelantan.
8 June 2005
The Utusan Group’s subsidiary in Indonesia, PT Sinar Media
Advertising (‘SMART’) opened its new office in Kebayoran Baru,
Jakarta Selatan. The launch event was attended by the Deputy
Minister of Tourism, YB Datuk Ahmad Zahid Hamidi, Malaysia’s Grand
Ambassador in Indonesia, Datuk Hamidon Ali and the senior
management team of the Utusan Group.
CORPORATE
CALENDAR
15 June 2005
The Utusan Group Literary Award celebrated its 20th anniversary.
Awards were presented by Malaysia’s former Prime Minister, Yang Amat
Berbahagia Tun Dr. Mahathir Mohamad at the Palace of the Golden
Horses Hotel, Seri Kembangan, Selangor.
1 - 30 July 2005
The Utusan Group, in collaboration with Tourism Malaysia, organised
Kuala Lumpur Fashion Week 2005 (KLFW 2005) at major locations in
the capital like KL Sentral, Suria KLCC, Taman Warisan Pertanian
Putrajaya, Low Yat Plaza, Nikko Hotel and Putra World Trade Centre.
1 and 2 August 2005

The Utusan Group, together with the Communication School of
Universiti Sains Malaysia, organised the Media Planner & Vision 2020
seminar at Vistana Hotel, Bukit Jambul, Pulau Pinang. The Seminar
was officiated by the Minister of Domestic Trade and Consumer Affairs,
40 Datuk Mohd. Shafie Apdal.

UTUSAN MELAYU (MALAYSIA) BERHAD • LAPORAN TAHUNAN 2005
28 August 2005
The closing ceremony of the 2005 Inter-Departmental Sports Fest at
the Sports Complex Bandar Baru Bangi, Selangor. The Production
Department emerged as the overall champion.
10 September 2005
KOSMO! launched in Penang. The compact newspaper KOSMO!
spreads its wings to the north with the introduction of the Penang
KOSMO! edition.
26 September 2005
The Wanita-Avon Face Search 2005 event organised by WANITA
magazine was graced by the Royal Guest of Honour, the Queen of
Terengganu, Queen Nur Zahirah at Renaissance Hotel, Kuala Lumpur.
30 September 2005
The Launch Event for KAWAN magazine’s new look by Utusan Karya
Sdn Bhd (‘UKSB’) was officiated by the Director School Division,
Ministry of Education Malaysia, Encik Salleh Mohd Hussein at Sekolah
Kebangsaan Taman Setiawangsa, Kuala Lumpur.
28 November 2005
Excellence...Utusan journalists receiving numerous awards at the MPI-
Petronas Malaysian Journalism Awards Night. KOSMO! journalist, Mohd
Faizal Zakaria won the most prestigious award, the Kajai Award.
41
41
3 & 4 December 2005 UTUSAN MELAYU (MALAYSIA) BERHAD • LAPORAN TAHUNAN 2005
Utusan Karya Sdn Bhd (‘UKSB’) organised the inaugural Karnival Utusan
Karya Jom Fiesta! at Taman Tasik Permaisuri, Bandar Tun Razak,
Cheras, Kuala Lumpur.
21 December 2005
The Utusan Group signed a collaborative scholarship agreement with
Institute Advertising Communication Training (‘IACT’) at IACT’s office
in Damansara Utama, Petaling Jaya, Selangor.
FINANCIAL STATEMENTS
Directors’ Report 45
Statement by Directors 49
Statutory Declaration 49
Report of the Auditors 50
Consolidated Income Statement 51
Consolidated Balance Sheet 52
Consolidated Statement of Changes in Equity 53
Consolidated Cash Flow Statement 54
44 Income Statement 56
Balance Sheet 57
Statement of Changes in Equity 58
Cash Flow Statement 59
Notes to the Financial Statements 61

DIRECTORS’ REPORT
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2005.
PRINCIPAL ACTIVITIES
The principal activities of the Company are the publication, printing and distribution of newspapers.
The principal activities of the subsidiaries are described in Note 13 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
RESULTS
GROUP COMPANY
RM RM
Profit after taxation 21,111,508 12,488,777

Minority interests 214,364 -
Net profit for the year 21,325,872 12,488,777
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statement
of changes in equity.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature.
45
DIVIDENDS

The amount of dividend paid by the Company since 31 December 2004 was as follows:
RM
In respect of the financial year ended 31 December 2004 as reported in the directors' report of that year:
First and final dividend of 2.5% less 28% taxation, on 109,224,337 ordinary shares declared on 7 June 2005
and paid on 5 August 2005 1,966,038
At the forthcoming Annual General Meeting, a first and final dividend in respect of the current financial year ended 31 December
2005, of 2.5% less 28% taxation on 109,224,337 ordinary shares, amounting to a dividend payable of RM1,966,038 (1.80 sen net
per ordinary share) will be proposed for shareholders' approval. The financial statements for the current financial year do not reflect
this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders' equity as an
appropriation of retained profits in the next financial year ending 31 December 2006.
DIRECTORS’ REPORT
DIRECTORS
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
Tan Sri Mohamed Hashim Ahmad Makaruddin

Datuk Mohd Khalid Mohd
Tan Sri Haji Husein Ahmad
Datuk Ruhanie Haji Ahmad
Dato’ Dr. Firdaus Haji Abdullah
Dato’ Ab Halim Mohyiddin
Dato’ Ismail Yusof
Encik Kamal Khalid
DIRECTORS' BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company
was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or
any other body corporate, other than those arising from the share options granted under Executives’ Share Options Scheme.
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 emoluments received or due and receivable by the directors as shown in Note 6 to 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 any director or with a firm of which he is a member, or with a company in which he has a substantial financial
interest.
46
DIRECTORS' INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares and
options over shares in the Company and its related corporations during the financial year were as follows:
Number of Ordinary Shares of RM1 Each
1 January Acquired Sold 31 December

2005 2005
THE COMPANY
Direct Interest
Encik Mohd Nasir Ali 10,000 - - 10,000
Datuk Mohd Khalid Mohd 8,000 - - 8,000
DIRECTORS' INTERESTS ((CONT’D
CONT’D
CONT’D))
Number of Options Over Ordinary Shares of RM1 Each
1 January Granted Exercised Cancelled 31 December

2005 2005
Encik Mohd Nasir Ali 500,000 500,000 - (500,000) 500,000
Datuk Mohd Khalid Mohd 500,000 500,000 - (500,000) 500,000
None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related
corporations during the financial year.
EXECUTIVES' SHARE OPTIONS SCHEME

The Utusan Melayu (Malaysia) Berhad Executives' Share Option Scheme ("ESOS") is governed by the by-laws and was approved by
the shareholders at an Extraordinary General Meeting held on 27 May 2003. The ESOS was implemented on 7 July 2003 and is to
be in force for a period of five years from the date of implementation.
The salient features and other terms of the ESOS are as disclosed in Note 28 to the financial statements.
OTHER STATUTORY INFORMATION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, 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 satisfied themselves that all known bad debts had been written off and that adequate provision had
been made for doubtful debts; and
47
(ii) 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 so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the
Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the
existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d) 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.
DIRECTORS’ REPORT
OTHER STATUTORY INFORMATION (CONT’D)

(e) At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(f) In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet their
obligations when they fall due; and
(ii) 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.
SIGNIFICANT EVENTS
The significant events during the financial year is as disclosed in Note 34 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
48 Signed on behalf of the Board in accordance with a resolution of the directors

MOHD NASIR ALI
Kuala Lumpur, Malaysia

12 April 2006
STATEMENT BY DIRECTORS
We, Tan Sri Mohamed Hashim Ahmad Makaruddin and Mohd Nasir Ali, being two of the directors of Utusan Melayu (Malaysia)
Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 51 to 107 are
drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and the provisions of the Companies
Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2005 and
of the results and the cash flows of the Group and of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors
MOHD NASIR ALI

12 April 2006
STATUTORY DECLARATION
I, W. Nor Asmah W. Ismail, being the officer primarily responsible for the financial management of Utusan Melayu (Malaysia)
Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 51 to 107 are in my opinion, 49

correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the
Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the

the abovenamed W. Nor Asmah W. Ismail
at Kuala Lumpur in Wilayah Persekutuan
on 12 April 2006 W. NOR ASMAH W. ISMAIL
Before me,
Commissioner for Oaths

REPORT OF THE AUDITORS
to the Members of Utusan Melayu (Malaysia) Berhad
(Incorporated in Malaysia)
We have audited the financial statements set out on pages 51 to 107. These financial statements are the responsibility of the
Company's directors.
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to
you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility
to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the
overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and
applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2005 and of the results and the cash flows of
the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements and consolidated
financial statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries of
which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have not acted as
auditors, as indicated in Note 13 to the financial statements, being financial statements that have been included in the consolidated
50 financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the
Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements
and we have received satisfactory information and explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to the consolidated
financial statements and in respect of subsidiaries incorporated in Malaysia, did not include any comment required to be made
under Section 174(3) of the Act.
ERNST & YOUNG NIK RAHMAT KAMARULZAMAN NIK AB. RAHMAN

AF: 0039 No. 1759/02/08(J)
Chartered Accountants Partner

12 April 2006
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2005
2005 2004
Note RM RM
Revenue 3 372,172,316 364,633,353

Other operating income 4 6,851,107 5,525,463
Changes in inventories of finished goods and work-in-progress (437,475
(437,475)) 2,182,313
Raw materials and consumables used (118,394,767
(118,394,767)) (135,956,775)
Vendors’ commissions (44,060,228
(44,060,228)) (37,451,661)
Transportation costs (10,340,972
(10,340,972)) (8,031,041)
Staff costs 5 (87,879,813
(87,879,813)) (89,958,286)
Depreciation (23,352,769
(23,352,769)) (23,958,699)
Other operating expenses (59,750,020
(59,750,020)) (50,786,207)
Profit from operations 7 34,807,379 26,198,460

Finance costs 8 (8,552,117
(8,552,117)) (8,857,000)
Share of results of associates 2,940,079 2,234,946
Profit before taxation 29,195,341 19,576,406

Taxation 9 (7,818,833
(7,818,833)) (7,015,380)
Zakat (265,000
(265,000)) (200,000)
Net profit after taxation 21,111,508 12,361,026

Minority interests 214,364 135,248
Earnings per share (sen)

Basic 10 19.52 11.44
Diluted 10 19.4719.47
19.47 11.44 51

Net dividends per ordinary share in respect of the year (sen) 11 1.80 1.80
The accompanying notes form an integral part of the financial statements.

CONSOLIDATED BALANCE SHEET
As at 31 December 2005
2005 2004
Note RM RM
NON-CURRENT ASSETS
Property, plant and equipment 12 225,158,703 212,351,473
Investment in associates 14 11,815,879 9,992,935
Other investments 15 2,819,637 2,819,637
Deferred tax assets 16 1,753,392 1,835,610
Long term receivables 17 402,423 280,813
241,950,034 227,280,468
CURRENT ASSETS
Inventories 18 103,536,159 109,943,677
Trade receivables 19 57,175,642 68,654,607
Other receivables 20 59,408,622 22,624,753
Marketable securities 21 5,107,480 2,503,157
Cash and bank balances 22 41,528,094 43,922,982
266,755,997 247,649,176
CURRENT LIABILITIES
Retirement benefit obligations 23 1,044,171 1,091,705
Short term borrowings 24 92,212,740 113,990,721
Trade payables 26 14,459,414 23,804,624
Other payables 27 46,191,095 47,312,848
Taxation 1,672,146 1,869,163
155,579,566 188,069,061
52
NET CURRENT ASSETS 111,176,431 59,580,115
353,126,465 286,860,583
FINANCED BY:
Share capital 28 109,224,337 109,224,337
Reserves 116,986,260 97,086,140
Shareholders’ equity 226,210,597 206,310,477

Minority interests 1,350,625 1,564,989
227,561,222 207,875,466

Long term borrowings 24 100,730,694 52,308,207
Deferred tax liabilities 16 13,156,032 9,182,736
NON-CURRENT LIABILITIES 125,565,243 78,985,117
353,126,465 286,860,583

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
<–– Non-Distributable ––> Distributable

Other Retained
Share Share reserves profits
capital premium (Note 29) (Note 30) Total
RM RM RM RM RM
At 1 January 2004 109,215,837 50,678,532 6,397,020 29,066,870 195,358,259

Issue of share capital pursuant
to ESOS 8,500 5,865 - - 14,365
Expenses in relation to prior year
issuance of ordinary shares - (44,000) - - (44,000)
Currency translation differences - - 58,409 - 58,409
Net profit for the year - - - 12,496,274 12,496,274
Dividend - - - (1,572,830) (1,572,830)
At 31 December 2004 109,224,337 50,640,397 6,455,429 39,990,314 206,310,477
At 1 January 2005 109,224,337 50,640,397 6,455,429 39,990,314 206,310,477

Currency translation differences - - 540,286 - 540,286
Dividend - - - (1,966,038) (1,966,038)
At 31 December 2005 109,224,337 50,640,397 6,995,715 59,350,148 226,210,597
53

CONSOLIDATED CASH FLOW STATEMENT
2005 2004
RM RM
CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 29,195,341
4129,195,341
4129,195,341 19,576,406
Adjustments for:
Allowance for doubtful debts 4,762,001 5,308,938
Write back of allowance for doubtful debts (7,904,772
(7,904,772)) (7,957,554)
Bad debts written off 6,796,755 7,805,916
Impairment of investments 815,677 22,597
Write back of impairment of investments - (183,509)
Provision for retirement benefits - 1,778,800
Write back of provision for retirement benefits (4,108,177
(4,108,177)) -
Gain on disposal of other investments - (30,742)
Share of results of associates (2,940,079
(2,940,079)) (2,234,946)
Interest income (642,212
(642,212)) (675,347)
Interest expenses 7,096,287 6,383,627
Depreciation 23,352,769 23,958,699
Allowance for inventories obsolescence 26,847 361,278
Write back of allowance for obsolete inventories (569,778
(569,778)) (275,230)
Gain on disposal of property, plant and equipment (480,379
(480,379)) (387,926)
Property, plant and equipment written off 754,261 341,243
Impairment of property, plant and equipment 1,924,030 794,648
Reversal of impairment of property, plant and equipment (7
(7)) -
Adjustments to property, plant and equipment - 6,000
54 Deposits payable written back - (293,371)
Dividend income (379,628

(379,628)) (225,689)
Accruals written back (434,853
(434,853)) (1,141,891)
Operating profit before working capital changes 57,264,083 52,931,947

Increase in receivables (29,442,762
(29,442,762)) (8,071,080)
Decrease/(increase) in inventories 6,950,449 (53,548,263)
(Decrease)/increase in payables (10,353,538
(10,353,538)) 9,099,976
Cash generated from operations 24,418,232 412,580

Interest paid (6,341,397
(6,341,397)) (6,605,638)
Taxes paid (3,141,201
(3,141,201)) (2,957,746)
Net cash generated from/ (used in) operating activities 14,935,634 (9,150,804)
2005 2004
RM RM
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of marketable securities (3,420,000

(3,420,000)) (95,998)
Proceeds from sale of other investments - 3,780,739
Interest received 642,212 675,347
Purchase of property, plant and equipment (18,816,030
(18,816,030)) (12,140,222)
Proceeds from disposal of property, plant and equipment 579,094 1,584,705
Dividend received 341,430 162,496
Withdrawal of fixed deposits 1,190,331 97,464
Net cash used in investing activities (19,482,963

(19,482,963)) (5,935,469)
CASH FLOWS FROM FINANCING ACTIVITIES

(Repayment)/drawdown of short term borrowings (21,666,300
(21,666,300)) 41,279,467
Repayment of hire purchase and lease (4,943,340
(4,943,340)) (1,938,768)
Drawdown/(repayment) of long term borrowings 33,266,354 (14,315,257)
Payment of retirement benefits (1,755,014
(1,755,014)) (4,349,642)
Proceeds from restricted issuance of shares - 14,365
Expenses in relation to prior year issuance of ordinary shares - (44,000)
Dividend paid (1,966,038))
(1,966,038 (1,572,830)
Net cash generated from financing activities 2,935,662 19,073,335

55
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (1,611,667
(1,611,667)) 3,987,062

EFFECT OF EXCHANGE RATE CHANGES 560,351 116,738
CASH AND CASH EQUIVALENTS AT 1 JANUARY 30,844,825 26,741,025
CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22) 29,793,509 30,844,825

INCOME STATEMENT
2005 2004
Note RM RM
Revenue 3 292,144,082 268,137,746

Other operating income 4 13,262,070 12,975,492
Raw materials and consumables used (84,440,740
(84,440,740)) (85,611,455)
Vendors’ commissions (36,827,560
(36,827,560)) (29,847,380)
Transportation costs (10,154,578
(10,154,578)) (7,890,176)
Staff costs 5 (64,497,093
(64,497,093)) (65,584,517)
Depreciation (16,285,189
(16,285,189)) (17,484,710)
Other operating expenses (67,141,954
(67,141,954)) (51,275,216)
Profit from operations 7 26,059,038 23,419,784

Finance costs 8 (7,823,726
(7,823,726)) (7,730,751)

Taxation 9 (5,481,535
(5,481,535)) (4,649,248)
Zakat (265,000
(265,000)) (200,000)
56

BALANCE SHEET
2005 2004
Note RM RM
NON-CURRENT ASSETS
Property, plant and equipment 12 193,167,925 172,820,659
Investment in subsidiaries 13 30,714,960 30,353,962
Investment in associates 14 189,000 189,000
Other investments 15 240,300 240,300
224,312,185 203,603,921
CURRENT ASSETS
Inventories 18 96,135,581 102,327,181
Trade receivables 19 10,558,768 7,473,627
Other receivables 20 131,301,397 104,270,306
Marketable securities 21 56,722 87,142
Cash and bank balances 22 7,273,088 7,052,483
245,325,556 221,210,739
CURRENT LIABILITIES
Retirement benefit obligations 23 907,441 914,994
Short term borrowings 24 87,812,628 106,097,526
Trade payables 26 1,712,532 3,370,622
Other payables 27 56,165,467 51,740,198
Taxation 617,818 617,818
147,215,886 162,741,158 57

NET CURRENT ASSETS 98,109,670 58,469,581
322,421,855 262,073,502
FINANCED BY:
Share capital 28 109,224,337 109,224,337
Reserves 90,222,536 79,699,797
Shareholders’ equity 199,446,873 188,924,134

Long term borrowings 24 99,650,715 49,260,184
Deferred tax liabilities 16 13,156,033 9,014,341
NON-CURRENT LIABILITIES 122,974,982 73,149,368
322,421,855 262,073,502

STATEMENT OF CHANGES IN EQUITY
<–– Non-Distributable ––> Distributable

Other Retained
Share Share reserves profits
capital premium (Note 29) (Note 30) Total
RM RM RM RM RM
At 1 January 2004 109,215,837 50,678,532 5,147,995 14,644,450 179,686,814

Issue of share capital pursuant
to ESOS 8,500 5,865 - - 14,365
Expenses in relation to prior year
issuance of ordinary shares - (44,000) - - (44,000)
Dividend - - - (1,572,830) (1,572,830)
At 31 December 2004 109,224,337 50,640,397 5,147,995 23,911,405 188,924,134
At 1 January 2005 109,224,337 50,640,397 5,147,995 23,911,405 188,924,134

Dividend - - - (1,966,038) (1,966,038)
At 31 December 2005 109,224,337 50,640,397 5,147,995 34,434,144 199,446,873
58

CASH FLOW STATEMENT
2005 2004
RM RM
CASH FLOWS FROM OPERATING ACTIVITIES

Adjustment for:
Provision for retirement benefits - 1,564,994
Write back of provision for retirement benefits (3,153,112
(3,153,112)) -
Impairment of Investment 30,420 22,597
Bad debts written off 6,775,402 7,796,491
Allowance for doubtful debts 9,997,486 4,808,097
(7,420,048)) (7,783,662)
Write back of provision for obsolete inventories (615,571
(615,571)) -
Depreciation 16,285,189 17,484,710
Property, plant and equipment written off 233,459 527
Gain on disposal of property, plant and equipment (139,000
(139,000)) (53,112)
Deposits payable written back - (143,546)
Accruals written back (492,530
(492,530)) (914,818)
Interest income (1,812,060
(1,812,060)) (2,248,309)
Interest expenses 6,567,153 5,399,875
Dividend income (566,020
(566,020)) (334,536)
Operating profit before working capital changes 43,926,080 41,288,341

Increase in receivables (38,607,770
(38,607,770)) (6,004,435)
Decrease/(increase) in inventories 6,807,171 (52,817,956)
Increase in payables 2,903,648 2,454,850 59

Cash generated from/(used in) operations 15,029,129 (15,079,200)
Interest paid (5,812,263
(5,812,263)) (5,621,886)
Taxes paid (1,158,867
(1,158,867)) (879,782)
Net cash generated from/(used in)operating activities 8,057,98,057,999

8,057,999 (21,580,868)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of a subsidiary (360,998

(360,998)) -
Dividends received 485,939 262,526
Interest received 156,441 200,467
Purchase of property, plant and equipment (16,486,771
(16,486,771)) (9,415,716)
Proceeds from disposal of property, plant and equipment 139,000 83,737
Withdrawal/(placement) of fixed deposits 1,190,331 (79,331)
Net cash used in investing activities (14,876,058

(14,876,058)) (8,948,317)
CASH FLOW STATEMENT
2005 2004
RM RM
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment)/drawdown of short term borrowings (20,372,433

(20,372,433)) 39,677,200
Repayment of hire purchase and lease (3,806,571
(3,806,571)) (797,217)
Drawdown/(repayment) of long term borrowings 33,873,740 (12,000,000)
Payment of retirement benefits (1,561,050
(1,561,050)) (3,927,959)
Proceeds from issuance of ordinary shares - 14,365
Expenses in relation to prior year issuance of ordinary shares - (44,000)
Dividends paid (1,966,038
(1,966,038)) (1,572,830)
Net cash generated from financing activities 6,167,648 21,349,559
NET DECREASE IN CASH AND CASH EQUIVALENTS (650,411

(650,411)) (9,179,626)
CASH AND CASH EQUIVALENTS AT 1 JANUARI (3,139,039) 6,040,587
CASH AND CASH EQUIVALENTS AT 31 DECEMBER (NOTE 22) (3,789,450

(3,789,450)) (3,139,039)
60

NOTES TO THE FINANCIAL STATEMENTS
31 December 2005
1. CORPORATE INFORMATION
The principal activities of the Company are the publication, printing and distribution of newspapers. The principal activities of
the subsidiaries are described in Note 13. There have been no significant changes in the nature of the principal activities during
the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of
Bursa Malaysia Securities Berhad (“BMSB”). The principal place of business of the Company is located at Lot 7.01, Aras 7,
Menara PGRM, No. 8, Jalan Pudu Ulu, 56100 Cheras, Kuala Lumpur.
The number of employees in the Group and in the Company at the end of the financial year were 1,841 (2004: 1,816) and 1,344
(2004: 1,271) respectively.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on
12 April 2006.
2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation
The financial statements of the Group and of the Company have been prepared under the historical cost convention
except for the revaluation of certain land and buildings.
The financial statements comply with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting
Standards.
(b) Basis of Consolidation

(i) Subsidiaries
The consolidated financial statements include the financial statements of the Company and of all its subsidiaries.
Subsidiaries are those companies in which the Group has a long term equity interest and where it has power to
exercise control over the financial and operating policies so as to obtain benefits from their activities. 61

Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method of accounting,
the results of subsidiaries acquired or disposed of during the financial year are included in the consolidated income
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and
liabilities of a subsidiary are measured at their fair values at the date of acquisition. The difference between the cost
of an acquisition and the fair value of the Group's share of the net assets of the acquired subsidiary at the date of
acquisition is included in the consolidated balance sheet as goodwill or negative goodwill arising on consolidation.
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated
financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs
cannot be recovered.
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of
its net assets together with any unamortised balance of goodwill and exchange differences.
31 December 2005
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

(b) Basis of Consolidation (cont’d)
(i) Subsidiaries (cont’d)
Minority interests in the consolidated balance sheet consists of the minorities' share of the fair value of the identifiable
assets and liabilities of the acquiree as at acquisition date and the minorities' share of movements in the acquiree's
equity since then.
(ii) Associates
Associates are those entities in which the Group exercises significant influence but not control, through participation
in the financial and operating policy decisions of the entities.
Investments in associates are accounted for in the consolidated financial statements by the equity method of accounting
based on the audited or management financial statements of the associates. Under the equity method of accounting,
the Group’s share of profits less losses of associates during the financial year is included in the consolidated income
statement. The Group's interest in associates is carried in the consolidated balance sheet at cost plus the Group's
share of post-acquisition retained profits or accumulated losses and other reserves.
Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the Group's
interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered.
(c) Goodwill
Goodwill represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets
and liabilities of a subsidiary or associate at the date of acquisition.
Goodwill or reserve on consolidation is expensed off or credited to the income statement in the year of acquisition.
(d) Investments in Subsidiaries and Associates

62 The Company's investments in subsidiaries and associates are stated at cost less impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 2(n).
On disposal of investments, the difference between net disposal proceeds and their carrying amounts is recognised in the
income statement.
(e) Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost or valuation less accumulated depreciation and impairment losses. The
policy for the recognition and measurement of impairment losses is in accordance with Note 2(n).
The land, building, plant and equipment have not been revalued since they were first revalued in 1986. The directors have
not adopted a policy of regular revaluation of such assets. As permitted under the transitional provisions of IAS 16 (Revised)
: Property, Plant and Equipment adopted by the Malaysian Accounting Standards Board, these assets continue to be
stated at their 1986 valuation less accumulated depreciation. Any revaluation increase is credited to equity as a revaluation
2. SIGNIFICANT ACCOUNTING POLICIES ((CONT’D
CONT’D
CONT’D))
(e) Property, Plant and Equipment and Depreciation (cont’d)
surplus, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as an
expense, in which case the increase is recognised in the income statement to the extent of the decrease previously
recognised. A revaluation decrease is first offset against unutilised previously recognised revaluation surplus in respect of
the same asset and the balance is thereafter recognised as an expense. Upon the disposal of revalued assets, the attributable
revaluation surplus remaining in the revaluation reserve is transferred to retained profits.
Freehold land and capital work-in-progress are not depreciated. Leasehold land is depreciated over the period of the
respective leases.
Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of each
asset to its residual value over the estimated useful life at the following annual rates:
Buildings 2%
Plant and machinery 7.5%
Motor vehicles 20%
Furniture, fixtures, fittings and office equipment 20%
Computer system and computer equipment 20% - 33.3%
Billboards 16.7% - 25%
Light box display 10%
Renovations 10%
Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the
net carrying amount is recognised in the income statement and the unutilised portion of the revaluation surplus on that
item is taken directly to retained profits.
63

(f) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on the first-in, first-out method. The cost of raw materials comprises costs of purchase. The costs of
finished goods and work-in-progress comprise raw materials, direct labour, other direct costs and appropriate proportions
of production overheads.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
(g) Cash and Cash Equivalents

For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposits at
call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank
overdrafts.
31 December 2005

CONT’D
CONT’D))
(h) Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incident to
ownership. All other leases are classified as operating leases.
(i) Finance leases

Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair
values and the present value of the minimum lease payments at the inception of the leases, less accumulated
depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings. In
calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in
the lease, when it is practicable to determine; otherwise, the Company’s incremental borrowing rate is used.
Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance
costs, which represent the difference between the total leasing commitments and the fair value of the assets acquired,
are recognised as an expense in the income statement over the term of the relevant lease so as to produce a constant
periodic rate of charge on the remaining balance of the obligations for each accounting period.
The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipment as
described in Note 2(e).
(ii) Operating leases

Operating lease payments are recognised as an expense the income statement on a straight-line basis over the term
of the relevant lease.
(i) Provision for Liabilities

Provision for liabilities are recognised when the Group has a present obligation as result of a past event and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate
64
of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best
estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the
expenditure expected to be required to settle the obligation.
Provision for restructuring costs is recognised in the period in which the Group becomes legally or contructively committed
to payment.
(j) Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of
income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been
enacted at the balance sheet date.
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax
CONT’D
CONT’D))
(j) Income Tax (cont’d)
is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an
asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither
accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability
is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is
recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in
which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an
acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.
(k) Employee Benefits

(i) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the
associated services are rendered by employees of the Group. Short term accumulating compensated absences such
as paid annual leave are recognised when the services are rendered by employees that increase their entitlement to
future compensated absences.Short term non-accumulating compensated absences such as sick leave are recognised
when the absences occur.
(ii) Defined contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund ("EPF"). A foreign
subsidiary makes contributions to it’s country's statutory pension scheme. Such contributions are recognised as an
expense in the income statement as incurred.
(iii) Defined benefit plans

The Company operated a funded, defined benefit Retirement Benefit Scheme ("the Scheme") for its eligible employees, 65
while subsidiary companies operated an unfunded Scheme for their employees. The Group's obligations under the

Scheme, calculated using the Projected Unit Credit method, is determined based on actuarial computations by
independent actuaries, through which the amount of benefit that employees have earned in return for their service
in the current and prior year is estimated. That benefit is discounted in order to determine its present value.Actuarial
gains and losses are recognised as income or expense over the expected average remaining working lives of the
participating employees when the cumulative unrecognised actuarial gains or losses for the Scheme exceed 10% of
the higher of the present value of the defined benefit obligation and the value of plan assets. Past servise costs are
reconised immediately to the extent that benefits are already vested, and otherwise are amortised on a straight-line
basis over the average period until the amended benefits become vested.
The amount recognised in the balance sheet represents the present value of the defined benefit obligations adjusted
for unrecognised actuarial gains and losses and unrecognised past service cost, and reduced by the fair value of plan
assets. Any asset resulting from this calculation is limited to the net total of any unrecognised actuarial losses and
past service cost, and the present value of any economic benefits in the form of refunds or reductions in future
contributions to the plan.
31 December 2005

CONT’D
CONT’D))
(k) Revenue Recognition (cont’d)
Recognition
(iv) Equity compensation benefits

The Company's ESOS allows the Company’s executives to acquire ordinary shares of the Company. No compensation
cost or obligation is recognised. When the options are exercised, equity is increased by the amount of the proceeds
received.
(v) Termination benefits

The Group pays termination benefits in cases of termination of employment within the framework of a restructuring.
Termination benefits are recognised as a liability and an expense when the Group has a detailed formal plan for the
termination and is without realistic possibility of withdrawal.
(l) Revenue Recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the
enterprise and the amount of the revenue can be measured reliably.
(i) Sale of goods

Revenue arising from publication, printing and distribution of newspapers and magazines is recognised net of returns
and service tax. Revenue relating to other sale of goods is recognised net of service taxes and discounts when
transfer of risks and rewards has been completed.
(ii) Dividend income

Dividend income is recognised when the right to receive payment is established.
(iii) Interest income

Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.
66
(iv) Rental income

Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreements.
(m) Foreign Currencies

(i) Foreign currency transactions
Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at the date of
the transaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at
exchange rates ruling at that date. 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.
All exchange rate differences are taken to the income statement.
(ii) Foreign entities

Financial statements of foreign consolidated subsidiaries are translated at year-end exchange rates with respect to
the assets and liabilities, and at exchange rates at the dates of the transactions with respect to the income statement.
2. SIGNIFICANT ACCOUNTING POLICIE
POLICIESS (CONT’D)
(m) Foreign Currencies (cont’d)
(ii) Foreign entities (cont’d)
All resulting translation differences are included in the foreign exchange reserve in shareholders’ equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are expensed off as described in Note
2(c).
The principal exchange rates used for each respective unit of foreign currency ruling at the balance sheet date are as
follows:
2005 2004
RM RM
Singapore Dollar 2.27 2.32

Indonesian Rupiah (100 units) 0.04 0.04
(n) Impairment of Assets

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any
indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the
assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is
measured by reference to discounted future cash flows.
An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at
revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any unutilised
previously recognised revaluation surplus for the same asset.
(o) Financial Instruments 67

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions

of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as expense or
income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial
instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or
to realise the asset and settle the liability simultaneously.
(i) Other non-current investments

Non-current investments other than investments in subsidiaries and associates are stated at cost less impairment
losses. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is
recognised in the income statement.
31 December 2005

CONT’D
CONT’D))
(o) Financial Instrum ents (cont’d)
Instruments
(ii) Marketable securities

Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is
determined on the weighted average basis while market value is determined based on quoted market values. Increases
or decreases in the carrying amount of marketable securities are recognised in the income statement. On disposal of
marketable securities, the difference between net disposal proceeds and the carrying amount is recognised in the
income statement.
(iii) Trade receivables

Trade receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate
is made for doubtful debts based on review of all outstanding amounts as at the balance sheet date.
(iv) Trade payables

Trade payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and
services received.
(v) Interest-bearing borrowings

Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction
costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as
part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. The
amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate which is the
weighted average of the borrowing costs applicable to the Group’s borrowings that are outstanding during the financial
68
year, other than borrowings made specifically for the purpose of acquiring another qualifying assets. For borrowings
made specifically for the purpose of acquiring qualifying assets, the amount of borrowing costs eligible for capitalisation
is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary
investment of funds drawndown from that borrowing facility.
All other borrowing costs are recognised as an expense in the income statement in the period in which they are
incurred.
(vi) Equity instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in the period in which they are
declared.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity
transaction costs comprise only those incremental external costs directly attributable to the equity transaction which
would otherwise have been avoided.
3. REVENUE
Revenue of the Group and of the Company consist of the following:
GROUP COMPANY
2005 2004 2005 2004

RM RM RM RM
Publishing, distribution and advertisements 358,653,175 347,125,451 292,144,082 268,137,746

Printing 6,784,807 10,251,588 - -
Information technology and multimedia 6,687,971 7,166,300 - -
Investment holding, management
services and others 46,363 90,014 - -
372,172,316 364,633,353 292,144,082 268,137,746
4. OTHER OPERATING INCOME

Included in other operating income are the following:
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Dividend
- quoted shares in Malaysia 379,628 225,689 1,770 1,536
- subsidiary - - 273,000 273,000
- associates - - 291,250 60,000
Gain on disposal of property, plant
and equipment 480,379 387,926 139,000 53,112
69
Building rental 370,157 747,120 2,962,157 3,541,968

Gain on disposal of other investments - 30,742 - -
Interest income charged to subsidiaries - - 1,655,619 2,047,842
Interest income on deposits 300,119 585,447 63,003 111,006
Interest income - others 342,093 89,900 93,438 89,461
31 December 2005
5 . STAFF COSTS
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Wages and salaries 69,029,621 67,342,318 51,845,696 50,244,266

Termination benefits - 618,777 - -
Social security costs 785,294 628,098 593,209 461,995
Short term accumulating compensated absences 40,183 27,517 - -
Defined contribution plans 8,676,534 7,670,616 6,551,643 5,775,981
Defined benefit plans (Note 23) (4,108,177) 1,778,800 (3,153,112) 1,564,994
Other staff related expenses 13,456,358 11,892,160 8,659,657 7,537,281
87,879,813 89,958,286 64,497,093 65,584,517
Included in staff costs of the Group and of the Company are executive directors' remuneration amounting to RM2,747,135
(2004: RM2,914,560) and RM1,665,794 (2004: RM1,477,840) respectively as further disclosed in Note 6.
6. DIRECTORS' REMUNERATION
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Directors of the Company

Executive:
Salaries and other emoluments 1,194,400 1,062,800 1,154,400 1,012,800
Fees 120,000 120,000 120,000 120,000
70
Bonus - current year's provisions 179,400 158,800 179,400 158,800
Defined contribution plans 216,794 192,240 211,994 186,240

Benefits-in-kind 201,362 196,786 196,995 192,827
1,911,956 1,730,626 1,862,789 1,670,667
Non-Executive:
Fees 240,000 222,253 240,000 222,253
Other Directors
Executive:
Salaries and other emoluments 733,530 892,780 - -
Bonus - current year's provisions 115,096 116,875 - -
Defined contribution plans 187,915 141,673 - -
Retrenchment benefits - 229,392 - -
Benefits-in-kind 52,767 24,902 - -
1,089,308 1,405,622 - -
6. DIRECTORS' REMUNERATION (CONT’D)
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Non-Executive:
Fees - 17,167 - -
Total 3,241,264 3,375,668 2,102,789 1,892,920
Analysis excluding benefits-in-kind:

Total executive directors' remuneration (Note 5) 2,747,135 2,914,560 1,665,794 1,477,840
Total non-executive directors' remuneration 240,000 239,420 240,000 222,253
Total directors' remuneration 2,987,135 3,153,980 1,905,794 1,700,093
The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed
below:
NUMBER OF DIRECTORS
2005 2004
Executive directors:
RM450,001 – RM500,000 - 1
RM500,001 – RM550,000 1 -
RM550,001 – RM600,000 - 2
RM600,001 – RM650,000 - -
RM650,001 – RM700,000 2 -
71

Non-Executive directors:
Below RM50,000 6 7
31 December 2005
7. PROFIT FROM OPERATIONS
Profit from operations is stated after charging/(crediting):
GROUP COMPANY
2005 2004 2005 2004

RM RM RM RM
Non-executive directors' remuneration (Note 6) 240,000 239,420 240,000 222,253

Auditors’ remuneration:
- statutory audit 193,335 193,979 55,000 55,000
- other services 3,000 3,000 3,000 3,000
Office/warehouse rental 3,485,496 3,038,986 5,068,172 3,611,486
Equipment rental 192,359 144,818 77,679 77,628
Allowance for doubtful debts 4,762,001 5,308,938 9,997,486 4,808,097
(7,904,772)) (7,957,554) (7,420,048
(7,420,048)) (7,783,662)
Bad debts written off 6,796,755 7,805,916 6,775,402 7,796,491
Bad debts recovered (93,081
(93,081)) (428,627) (15,856
(15,856)) -
Allowance for inventories obsolescence 26,847 361,278 - -
Write back of allowance for obsolete inventories (569,778
(569,778)) (275,230) (615,571
(615,571)) -
Property, plant and equipment written off 754,261 341,243 233,459 527
Impairment of investments 815,677 22,597 30,420 22,597
Write back of impairment of investments - (183,509) - -
Impairment of property, plant and
equipment 1,924,030 794,648 - -
Reversal of impairment of property,
plant and equipment (7) - - -
72 Deposits payable written back - (293,371) - (143,546)

Accruals written back (434,853) (1,141,891) (492,530
(492,530)) (914,818)
8. FINANCE COSTS
Included in finance costs are the following:
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Interest expense on borrowings and overdrafts 6,490,711 5,981,975 6,108,010 5,285,683

Interest expense on hire purchase
and finance lease 605,576 401,652 459,143 114,192
9. TAXATION
GROUP COMPANY
2005 2004 2005 2004

RM RM RM RM
Tax expense for the year:

Malaysian income tax 3,332,331 2,291,428 1,304,000 728,000
Deferred tax (Note 16):

Relating to origination and reversal
of temporary differences 4,154,147 3,042,701 4,230,862 3,147,686
(Over)/under provision in prior years (98,633) 1,063,821 (89,170) 773,562
4,055,514 4,106,522 4,141,692 3,921,248
Taxation (over)/underprovided in prior years (388,147) 17,110 35,843 -
Share of taxation of associates 819,135 600,320 - -
7,818,833 7,015,380 5,481,535 4,649,248
Domestic income tax is calculated at the Malaysian statutory tax rate of 28% (2004: 28%) of the estimated assessable profit for
the year. Certain subsidiaries with issued and paid-up capital of RM2,500,000 and below are eligible for the following tax rate:
ESTIMATED ASSESSABLE PROFIT TAX RATE
RM500,000 and less 20%

more than RM500,000 28% 73

Taxation for other jurisdiction is calculated at the rates prevailing in the respective jurisdictions.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense
at the effective income tax rate of the Group and the Company is as follows:
2005 2004
RM RM
GROUP
Taxation at Malaysian statutory tax rate of 28% (2004: 28%) 8,174,695 5,481,394
Effect of tax rate of 20% (81,016) (86,944)
Income not subject to tax (637,221
(637,221)) (1,306,083)
Expenses not deductible for tax purposes 2,928,279 1,989,305
Utilisation of reinvestment allowances (2,682,044
(2,682,044)) (1,418,288)
31 December 2005
9. TAXATION ((CONT’D
CONT’D
CONT’D))
2005 2004
RM RM
Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (351,448
(351,448)) (198,093)
Deferred tax assets not recognised in respect of current year's tax losses and
unabsorbed capital allowances 954,368 1,473,158
(Over)/under provision of deferred tax in prior years (98,633
(98,633)) 1,063,821
(Over)/under provision of tax expense in prior years (388,147) 17,110
Tax expense for the year 7,818,833 7,015,380
COMPANY
Taxation at Malaysian statutory tax rate of 28% (2004: 28%) 5,105,887 4,392,929
Income not subject to tax (561,865) (812,493)
Expenses not deductible for tax purposes 3,672,884 1,713,538
Utilisation of reinvestment allowances (2,682,044) (1,418,288)
(Over)/under provision of deferred tax in prior years (89,170) 773,562
Underprovision of tax expense in prior years 35,843 -
Tax expense for the year 5,481,535 4,649,248
Tax savings during the financial year arising from:
GROUP
2005 2004
74 RM RM
Utilisation of current year tax losses - 38,482
10. EARNINGS PER SHARE

(a) Basic
Basic earnings per share is calculated by dividing the net profit for the year by the weighted average number of ordinary
shares in issue during the financial year.
GROUP
2005 2004
Net profit for the year (RM) 21,325,872 12,496,274

Weighted average number of ordinary shares in issue 109,224,337 109,222,247
Basic earnings per share (sen) 19.52 11.44

10. EARNINGS PER SHARE (CONT’D)
(b) Diluted
For the purpose of calculating diluted earnings per share, the net profit for the year and the weighted average number of
ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares,
i.e. share options granted to executives.
GROUP
2005 2004
Net profit for the year (RM) 21,325,872 12,496,274
Weighted average number of ordinary shares in issue 109,224,337 109,222,247

Weighted average number of ordinary shares which would
be issued for assumed exercise of ESOS 294,752 -
Adjusted weighted average number of ordinary shares in

issued and issuable 109,519,089 109,222,247
Diluted earnings per share (sen) 19.47 11.44
There was no dilution of earnings per share for the previous financial year since the effect of ESOS was anti-dilutive.
11. DIVIDENDS
NET DIVIDEND
75
AMOUNT PER ORDINARY SHARE

2005 2004 2005 2004
RM RM Sen Sen
First and Final

2.5% less 28% taxation, on 109,224,337
ordinary shares, declared on 7 June 2005
and paid on 5 August 2005 - 1,966,038 - 1.80
2.5% less 28% taxation, on 109,224,337

ordinary shares 1,966,038 - 1.80 -
1,966,038 1,966,038 1.80 1.80
At the forthcoming Annual General Meeting, a first and final dividend in respect of the current financial year ended 31 December
2005, of 2.5% less of 28% taxation on 109,224,337 ordinary shares, amounting to a dividend payable of RM1,966,038 (1.80
sen net per ordinary share) will be proposed for shareholders' approval. The financial statements for the current financial year
do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders'
equity as an appropriation of retained profits in the next financial year ending 31 December 2006.
31 December 2005
12. PROPERTY, PLANT AND EQUIPMENT
Motor
Capital vehicles,
Land and work-in- plant and Other
buildings* progress machinery assets** Total
RM RM RM RM RM
GROUP
Cost/Valuation
At 1 January 2005 141,278,412 494,916 174,966,578 118,706,902 435,446,808
Additions 334,131 20,221,107 12,649,526 5,752,299 38,957,063
Disposals - - (1,729,521) (2,022,056) (3,751,577)
Written off - - (6,284,600) (33,217,154) (39,501,754)
Reclassifications 105,194 (2,918,844) (9,500) 2,823,150 -
Exchange differences - - (35,357) (3,641) (38,998)
At 31 December 2005 141,717,737 17,797,179 179,557,126 92,039,500 431,111,542
Representing:
Cost 129,430,037 17,797,179 170,259,276 91,982,126 409,468,618
Valuation 12,287,700 - 9,297,850 57,374 21,642,924
141,717,737 17,797,179 179,557,126 92,039,500 431,111,542
Accumulated Depreciation
and Impairment
At 1 January 2005
76 Accumulated depreciation 27,607,564 - 97,665,308 97,373,584 222,646,456
Accumulated impairment 22,921 - 349,679 76,279 448,879
27,630,485 - 98,014,987 97,449,863 223,095,335

Charge for the year 2,789,605 - 11,300,685 9,262,479 23,352,769
Disposals - - (1,677,630) (1,975,232) (3,652,862)
Written off - - (6,122,706) (32,624,787) (38,747,493)
Reclassifications - - (1,069) 1,069 -
Exchange differences - - (16,383) (2,550) (18,933)
Impairment - - 22,455 1,901,575 1,924,030
Reversal of impairment - - (7) - (7)
At 31 December 2005 30,420,090 - 101,520,332 74,012,417 205,952,839

12. PROPERTY, PLANT AND EQUIPMENT ((CONT’D
CONT’D
CONT’D))
Motor
Capital vehicles,
RM RM RM RM RM
GROUP (CONT’D)
Analysed as:
Accumulated depreciation 30,397,169 - 101,148,205 72,034,563 203,579,937
Accumulated impairment 22,921 - 372,127 1,977,854 2,372,902
30,420,090 - 101,520,332 74,012,417 205,952,839
Net Book Value

At 31 December 2005:
At cost 104,535,656 17,797,179 78,036,794 18,027,083 218,396,712
At valuation 6,761,991 - - - 6,761,991
111,297,647 17,797,179 78,036,794 18,027,083 225,158,703
At cost 106,622,582 494,916 76,951,591 21,257,039 205,326,128
At valuation 7,025,345 - - - 7,025,345
113,647,927 494,916 76,951,591 21,257,039 212,351,473
Details at 1 January 2004

Cost 128,622,935 901,871 171,293,938 123,844,086 424,662,830
77
Valuation 12,287,700 - 9,297,850 57,374 21,642,924

Accumulated impairment - - 2,196,317 96 2,196,413
Depreciation charge for 2004 3,471,579 - 11,413,285 9,073,835 23,958,699

31 December 2005

CONT’D
CONT’D))
* LAND AND BUILDINGS

Long term Short term
Freehold leasehold leasehold
land and land and land and
buildings buildings buildings Total
RM RM RM RM
GROUP (CONT’D)
Cost/Valuation
At 1 January 2005 15,187,269 119,530,864 6,560,279 141,278,412
Addition - 334,131 - 334,131
Reclassification - 6,665,473 (6,560,279) 105,194
At 31 December 2005 15,187,269 126,530,468 - 141,717,737
Representing:
Cost 14,747,269 114,682,768 - 129,430,037
Valuation 440,000 11,847,700 - 12,287,700
15,187,269 126,530,468 - 141,717,737
and Impairment
78 At 1 January 2005
Accumulated depreciation 4,469,267 19,108,626 4,029,671 27,607,564

Accumulated impairment - 22,921 - 22,921
4,469,267 19,131,547 4,029,671 27,630,485

Depreciation charge for the year 296,537 2,365,394 127,674 2,789,605
Reclassification - 4,157,345 (4,157,345) -
At 31 December 2005 4,765,804 25,654,286 - 30,420,090
Analysed as:
Accumulated depreciation 4,765,804 25,631,365 - 30,397,169

Accumulated impairment - 22,921 - 22,921
4,765,804 25,654,286 - 30,420,090

CONT’D
CONT’D))
* LAND AND BUILDINGS (CONT’D)

RM RM RM RM
GROUP (CONT’D)
Net Book Value
At cost 10,111,465 94,424,191 - 104,535,656
At valuation 310,000 6,451,991 - 6,761,991
10,421,465 100,876,182 - 111,297,647
At cost 10,403,602 95,764,069 454,911 106,622,582
At valuation 314,400 4,635,248 2,075,697 7,025,345
10,718,002 100,399,317 2,530,608 113,647,927

Cost 13,950,693 114,074,656 597,586 128,622,935
Valuation 440,000 6,045,000 5,802,700 12,287,700
Accumulated depreciation 3,949,293 16,767,081 3,419,611 24,135,985 79

Depreciation charge for 2004 365,112 2,496,407 610,060 3,471,579
31 December 2005

CONT’D
CONT’D))
Motor
Capital vehicles,
RM RM RM RM RM
COMPANY
Cost/Valuation
At 1 January 2005 116,423,618 494,916 147,894,221 40,496,342 305,309,097
Additions 332,166 20,171,607 12,133,942 4,198,606 36,836,321
Disposals - - (491,598) - (491,598)
Written off - - (6,056,140) (15,125,250) (21,181,390)
Reclassifications 105,194 (2,918,844) (9,500) 2,823,150 -
Transfers - - 129,047 22,364 151,411
At 31 December 2005 116,860,978 17,747,679 153,599,972 32,415,212 320,623,841
Representing:
Cost 104,573,278 17,747,679 145,395,972 32,415,212 300,132,141
Valuation 12,287,700 - 8,204,000 - 20,491,700
116,860,978 17,747,679 153,599,972 32,415,212 320,623,841
80 Accumulated Depreciation
and Impairment
At 1 January 2005 20,686,254 - 80,983,764 30,818,420 132,488,438
Charge for the year 2,282,656 - 9,506,071 4,496,462 16,285,189
Disposals - - (491,598) - (491,598)
Written off - - (5,932,883) (15,015,048) (20,947,931)
Reclassifications - - (1,069) 1,069 -
Transfers - - 103,265 18,553 121,818
At 31 December 2005 22,968,910 - 84,167,550 20,319,456 127,455,916
Net Book Value

At cost 87,130,077 17,747,679 69,432,422 12,095,756 186,405,934
At valuation 6,761,991 - - - 6,761,991
93,892,068 17,747,679 69,432,422 12,095,756 193,167,925

CONT’D
CONT’D))
Motor
Capital vehicles,
RM RM RM RM RM
COMPANY (CONT’D)
At cost 88,712,019 494,916 66,910,457 9,677,922 165,795,314
At valuation 7,025,345 - - - 7,025,345
95,737,364 494,916 66,910,457 9,677,922 172,820,659

Cost 103,865,519 755,607 136,464,484 42,525,859 283,611,469
Valuation 12,287,700 - 8,204,000 - 20,491,700
Depreciation charge for 2004 2,798,682 - 9,545,519 5,140,509 17,484,710
* LAND AND BUILDINGS

81

RM RM RM RM
COMPANY
Cost/Valuation
At 1 January 2005 7,254,973 103,148,506 6,020,139 116,423,618
Additions - 332,166 - 332,166
Reclassification - 6,125,333 (6,020,139) 105,194
At 31 December 2005 7,254,973 109,606,005 - 116,860,978
Representing:
Cost 6,814,973 97,758,305 - 104,573,278
Valuation 440,000 11,847,700 - 12,287,700
7,254,973 109,606,005 - 116,860,978

31 December 2005

CONT’D
CONT’D))
* LAND AND BUILDING (CONT’D)
RM RM RM RM
COMPANY (CONT’D)
and Impairment
At 1 January 2005 1,277,854 15,740,239 3,668,161 20,686,254
Charge for the year 199,255 1,965,713 117,688 2,282,656
Reclassification - 3,785,849 (3,785,849)
At 31 December 2005 1,477,109 21,491,801 - 22,968,910
Net Book Value

At cost 5,467,864 81,662,213 - 87,130,077
At valuation 310,000 6,451,991 - 6,761,991
5,777,864 88,114,204 - 93,892,068
At cost 5,662,719 82,773,019 276,281 88,712,019
82
At valuation 314,400 4,635,248 2,075,697 7,025,345
5,977,119 87,408,267 2,351,978 95,737,364

Cost 6,018,397 97,789,676 57,446 103,865,519
Valuation 440,000 6,045,000 5,802,700 12,287,700
Accumulated depreciation 1,003,173 13,813,938 3,070,461 17,887,572
Depreciation charge for 2004 119,819 2,081,163 597,700 2,798,682
** Other assets consist of furniture, fixtures and fittings, office equipment, computer system and computer equipment, billboards,
light box display and renovations.
(a) During the year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM38,957,063
(2004: RM12,186,722) and RM36,836,321 (2004: RM9,865,716) respectively of which RM20,141,033 (2004: RM46,500)
and RM20,349,550 (2004: RM450,000) respectively were acquired by means of term loans, hire purchase and lease
arrangements.
CONT’D
CONT’D))
Net book value of property, plant and equipment held under hire purchase and finance lease agreements are as follows:
GROUP COMPANY
2005 2004 2005 2004

RM RM RM RM
Plant, machinery and vehicles 4,617,945 6,203,803 1,563,604 1,357,173

Others 9,495,659 - 9,495,659 -
(b) The net book value of property, plant and equipment pledged to financial institutions for bank borrowings as referred to in
Note 24 are as follows:
GROUP COMPANY
2005 2004 2005 2004

RM RM RM RM
Long term leasehold land and buildings 83,295,502 73,167,445 80,520,230 71,308,449
Plant and machinery 56,769,298 53,973,737 56,544,541 53,287,489
140,064,800 127,141,182 137,064,771 124,595,938
(c) Included in property, plant and equipment of the Group and of the Company are fully depreciated assets which are still in
use costing RM58,267,504 (2004: RM71,735,340) and RM36,821,510 (2004: RM52,822,119) respectively.
(d) The land and buildings and plant and machinery stated at valuation were revalued on 22 July 1986 by the directors based 83

on professional valuation carried out by an independent firm of valuers on the fair market value basis for land and buildings
and on replacement cost basis for plant and machinery.
Due to the absence of historical records some years ago, the net book value of the land and buildings that is required to be
included in the financial statements of the Group and of the Company as at 31 December 2005 at historical cost less
accumulated depreciation, is not disclosed.
(e) Interest expense capitalised during the financial year under work-in-progress of the Group and of the Company amounted
to RM1,702,360 (2004:Nil)
(f) On 7 July 2005, the Company had entered into a Sale and Purchase Agreement (”SPA”) with Stabilite Properties Sdn Bhd.
for the disposal of a piece of land for a cash consideration of RM12,636,507, as disclosed in Note 34. The gain or loss on
the sale of the property will only be recognised upon completion of the agreement.
31 December 2005
13. INVESTMENT IN SUBSIDIARIES
COMPANY
2005 2004
RM RM
Unquoted shares, at cost 34,337,249 33,976,251

Less: Accumulated impairment (3,622,289) (3,622,289)
30,714,960 30,353,962
Details of the subsidiaries are as follows:

Equity Interest
Country of Held (%) Principal
Name of Subsidiaries Incorporation 2005 2004 Activities
Utusan Publications and

Distributors Sdn Bhd Malaysia 100 100 Publications and distribution of books
Utusan Printcorp Sdn Bhd Malaysia 100 100 Commercial printing
Utusan Karya Sdn Bhd Malaysia 100 100 Publication of magazines
Juasa Holdings Sdn Bhd Malaysia 100 100 Investment holding
Utusan Media Sales Sdn Bhd Malaysia 100 100 Print and radio advertising
UPD Sdn Bhd Malaysia 100 100 Outdoor advertising
Utusan Sinar Media Sdn Bhd Malaysia 100 100 Outdoor advertising
PT. Sinar Media Advertising* Indonesia 100 100 Outdoor advertising
PT. MitraCipta InterNusa* Indonesia - 80 Outdoor advertising
Advance Screen Sdn Bhd** Malaysia 51 51 Printing of silkscreen posters
84
Perfisio Solutions Sdn Bhd Malaysia 100 100 Information technology and multimedia
Utusan Sight & Sound Sdn Bhd Malaysia 100 100 Video post-production editing
VNR Media Technologies Sdn Bhd Malaysia 100 100 Provision of virtual newsroom
infrastructure
Utusan Binders Sdn Bhd Malaysia 100 100 Binding of books and publications
Utusan Events Management Sdn Bhd Malaysia 100 100 Exhibition and exposition organiser
Net Space Learning Sdn Bhd Malaysia 100 100 Information technology and multimedia
U-Print Sdn Bhd Malaysia 100 100 Printing of security documents
Net Space Production Sdn Bhd Malaysia 100 100 Dormant
Utusan Audio Sdn Bhd Malaysia 100 100 Dormant
Utusan Colourscan Sdn Bhd Malaysia 100 100 Dormant
Juasa Properties Sdn Bhd Malaysia 100 100 Dormant
KL Recorder Sdn Bhd Malaysia 100 100 Dormant
Utusan Digital Sdn Bhd Malaysia 100 100 Dormant
Tintarona Publications Sdn Bhd Malaysia 100 100 Publications and distribution of books
Advance Web Print Sdn Bhd Malaysia 100 100 Dormant
13. INVESTMENT IN SUBSIDIARIES (CONT’D)
Equity Interest
Name of Subsidiaries Incorporation 2005 2004 Activities
Utustar (Malaysia) Sdn Bhd Malaysia 100 100 Dormant

Utusan Melayu (Singapura)
Private Limited * Singapore 100 100 Dormant
Utusan Teknologi Maklumat Sdn Bhd Malaysia 70 70 Dormant
* Audited by firms of auditors other than Ernst & Young
** As disclosed in Note 34, Advance Screen Sdn Bhd. (”ASSB”) had on 29 August 2005 entered into a Sale and Purchase of Shares
Agreement with Classic Billboards (M) Sdn. Bhd. (”CBMSB”) for the disposal of 510,000 units of ordinary shares of RM1.00 each
(representing 51% of the issued and paid-up share capital) of ASSB for the purchase consideration of RM1,020,000 (Ringgit Malaysia
One Million and Twenty Thousand only). The agreement will only become effective upon completion of the receipt of sale proceeds in
April 2006.
14. INVESTMENT IN ASSOCIATES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
In Malaysia:
Unquoted shares, at cost 189,000 508,999 189,000 508,999
Less: Accumulated impairment - (319,999) - (319,999) 85

189,000 189,000 189,000 189,000
Share of post-acquisition capital reserves 920,000 920,000 - -
Share of post-acquisition profits less losses 10,706,879 8,883,935 - -
11,815,879 9,992,935 189,000 189,000
The Group’s interests in the associates is analysed as follows:
GROUP
2005 2004
RM RM
Share of net assets 10,895,879 9,072,935

Reserves on acquisition 920,000 920,000
11,815,879 9,992,935
31 December 2005
14. INVESTMENT IN ASSOCIATES (CONT’D)

Details of associates are as follows:
Equity Interest
Name of Associates Incorporation 2005 2004 Activities
Swan Malaysia Sdn Bhd Malaysia 40 40 Manufacturing of stationery

Utusan Transport Sdn Bhd Malaysia 30 30 Transportation
15. OTHER INVESTMENTS
GROUP COMPANY
2005 2004 2005 2004

RM RM RM RM
Unquoted at cost 3,106,049 3,330,351 240,300 464,599

Less: Accumulated impairment (286,412
(286,412)) (510,714) - (224,299)
2,819,637 2,819,637 240,300 240,300
16. DEFERRED TAXATION
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
At 1 January (7,347,126
(7,347,126)) (3,240,604) (9,014,341
(9,014,341)) (5,093,093)
86
Recognised in the income statement (Note 9) (4,055,514
(4,055,514)) (4,106,522) (4,141,692) (3,921,248)
At 31 December (11,402,640
(11,402,640)) (7,347,126) (13,156,033
(13,156,033)) (9,014,341)
Presented after appropriate offsetting

as follows:
Deferred tax assets 1,753,392 1,835,610 - -
Deferred tax liabilities (13,156,032
(13,156,032)) (9,182,736) (13,156,033) (9,014,341)
(11,402,640
(11,402,640)) (7,347,126) (13,156,033
(13,156,033)) (9,014,341)
16. DEFERRED TAXATION (CONT’D)
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:
Deferred Tax Liabilities of the Group:
Accelerated
Capital
Allowances Others Total
RM RM RM
At 1 January 2005 (18,262,574) 1,557,216 (16,705,358)

Recognised in the income statement (2,390,914) (1,120,285) (3,511,199)
At 31 December 2005 (20,653,488) 436,931 (20,216,557)
At 1 January 2004 (17,415,120) 2,927,402 (14,487,718)

Recognised in the income statement (847,454) (1,370,186) (2,217,640)
At 31 December 2004 (18,262,574) 1,557,216 (16,705,358)
Deferred Tax Assets of the Group:
Tax Losses and

Retirement Unabsorbed
Benefit Capital 87

Obligations Allowances Others Total
RM RM RM RM
At 1 January 2005 4,661,451 2,325,732 2,371,049 9,358,232

Recognised in the income statement 204,247 47,907 (796,469) (544,315)
At 31 December 2005 4,865,698 2,373,639 1,574,580 8,813,917
At 1 January 2004 5,307,256 2,255,043 3,684,815 11,247,114

Recognised in the income statement (645,805) 70,689 (1,313,766) (1,888,882)
At 31 December 2004 4,661,451 2,325,732 2,371,049 9,358,232

31 December 2005
16. DEFERRED TAXATION (CONT’D)

Deferred Tax Liabilities of the Company:
Accelerated
Capital
Allowances Others Total
RM RM RM
At 1 January 2005 (17,510,515) 1,557,216 (15,953,299)

At 31 December 2005 (20,228,217) 462,057 (19,766,160)
At 1 January 2004 (16,124,203) 2,927,402 (13,196,801)

At 31 December 2004 (17,510,515) 1,557,216 (15,953,299)
Deferred Tax Assets of the Company:
Retirement Unabsorbed
Benefit Capital
Obligations Allowances Others Total
RM RM RM RM
At 1 January 2005 4,421,154 1,715,646 802,158 6,938,958

Recognised in the income statement 276,075 12,141 (617,047) (328,831)
At 31 December 2005 4,697,229 1,727,787 185,111 6,610,127

88
At 1 January 2004 5,082,785 1,729,478 1,291,445 8,103,708

Recognised in the income statement (661,631) (13,832) (489,287) (1,164,750)
At 31 December 2004 4,421,154 1,715,646 802,158 6,938,958
Deferred tax assets have not been recognised in respect of the following items:
GROUP
2005 2004
RM RM
Unused tax losses 34,859,780 51,776,311

Unabsorbed capital allowances 13,214,856 33,333,320
48,074,636 85,109,631
The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the respective
subsidiaries are subject to no substantial changes in shareholdings of the respective subsidiaries under Section 44(5A) & (5B) of Income
Tax Act, 1967.
17. LONG TERM RECEIVABLES
GROUP
2005 2004
RM RM
Advances to employees
Minimum receivables:
Within and up to one year 440,921 186,061
After one and up to two years 434,572 339,358
875,493 525,419
Less: Future finance charges (107,638
(107,638)) (90,669)
Present value of assets 767,855 434,750
Present value of assets:

Within and up to one year 365,432 153,937
After one and up to two years 402,423 280,813
767,855 434,750
Analysed as:
Receivable within twelve months (Note 20) 365,432 153,937
Receivable after twelve months 402,423 280,813
Total 767,855 434,750

89
The advances to employees relate to advances given to employees of the Group to purchase motorcycles and computers under the Staff

Motorcycle Loan Scheme and Staff Computer Loan Scheme ("Loan Schemes"). The Loan Schemes bear interest at rates ranging from
5.0% to 7.0% (2004: 7.0%) per annum and are recovered through salary deductions.
18. INVENTORIES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Cost
Raw materials 97,002,085 102,972,128 96,135,581 102,327,181
Work-in-progress 309,610 661,356 - -
Finished goods 6,224,464 6,310,193 - -
103,536,159 109,943,677 96,135,581 102,327,181

31 December 2005
19. TRADE RECEIVABLES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Trade receivables 75,164,368 91,135,604 14,306,713 14,393,789

Less: Allowance for doubtful debts (17,988,726
(17,988,726)) (22,480,997) (3,747,945
(3,747,945)) (6,920,162)
57,175,642 68,654,607 10,558,768 7,473,627
The Group's normal trade credit term ranges from 1 to 30 days (2004 : 1 to 30 days). Other credit terms are assessed and approved on a
case-by-case basis.
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.
20. OTHER RECEIVABLES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Due from subsidiaries - - 135,718,400 142,950,150

Interest receivables - - 23,898,226 22,242,607
Less: Allowance for doubtful debts - - (79,763,368
(79,763,368)) (76,556,009)
90 - - 79,853,258 88,636,748
Due from associates 86,071 139,871 86,071 139,871

Less: Allowance for doubtful debts - (127,999) - (127,999)
86,071 11,872 86,071 11,872
Deposits 45,871,182 9,384,747 44,887,796 9,037,578

Prepayments 5,845,932 4,849,501 1,524,431 1,827,639
Advances to employees (Note 17) 365,432 153,937 - -
Sundry receivables 5,271,325 6,589,549 4,851,068 4,937,452
Tax recoverable 1,978,491 2,030,233 98,773 204,292
59,332,362 23,007,967 51,362,068 16,006,961
Less: Allowance for doubtful debts (9,811

(9,811)) (395,086) - (385,275)
59,322,551 22,612,881 51,362,068 15,621,686
59,408,622 22,624,753 131,301,397 104,270,306

20. OTHER RECEIVABLES (CONT ’D
’D))
(CONT’D
The amounts due from subsidiaries are unsecured, bear an average interest of 6.6% (2004: 6.6%) per annum and have no fixed terms of
repayment.
The amounts due from associates are unsecured, interest free and have no fixed terms of repayment.
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to group of debtors.
21. MARKETABLE SECURITIES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Shares quoted in Malaysia, at cost 5,974,989 2,554,989 138,975 138,975

Less: Accumulated impairment (867,509
(867,509)) (51,832) (82,253
(82,253)) (51,833)
5,107,480 2,503,157 56,722 87,142
Market value of quoted shares in Malaysia 5,107,480 2,749,440 56,722 87,142
22. CASH AND CASH EQUIVALENTS
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Cash on hand and at banks 28,043,253 25,559,136 7,273,088 5,862,152

91
Deposits with: licensed banks 9,052,861 12,656,455 - 97,911

licensed financial institutions 4,431,980 5,707,391 - 1,092,420
Cash and bank balances 41,528,094 43,922,982 7,273,088 7,052,483

Less: Bank overdrafts (Note 24) (11,459,585
(11,459,585)) (11,612,826) (11,062,538
(11,062,538)) (9,001,191)
Pledged deposits (275,000
(275,000)) (1,465,331) - (1,190,331)
Cash and cash equivalents 29,793,509 30,844,825 (3,789,450) (3,139,039)
Included in the above deposits of the Group and of the Company are amounts of RM275,000 (2004: RM1,465,331) and RM Nil (2004:
RM1,190,331) respectively which are pledged to banks for facilities granted as referred to in Note 24.
The weighted average effective interest rates of deposits at the balance sheet date were as follows:
GROUP COMPANY
2005 2004 2005 2004
% % % %
Licensed banks 3.2 3.2 - 2.7

Licensed financial institutions 3.2 2.9 - 2.8
31 December 2005
22. CASH AND CASH EQUIVALENTS (CONT’D)
The average maturities of deposits as at the end of the financial year were as follows:
GROUP COMPANY
2005 2004 2005 2004
Days Days Days Days
Licensed banks 157 279 - 30

Licensed financial institutions 120 137 - 30
23. RETIREMENT BENEFIT OBLIGATIONS

The Company operates a funded, defined benefit Retirement Benefit Scheme ("the Scheme") for its eligible employees, while subsidiary
companies operated an unfunded scheme for their employees. Contributions to the Scheme are to be made to a separately administered
fund. Under the Scheme, eligible employees are entitled to retirement benefits based on final salary on attainment of the retirement age of
55.
The amounts recognised in the balance sheet are determined as follows:
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Present value of funded defined benefit obligations 20,671,785 27,092,446 20,671,785 27,092,446
Fair value of plan assets (3,895,966
(3,895,966)) (3,348,622) (3,895,966
(3,895,966)) (3,348,622)
92 16,775,819 23,743,824 16,775,819 23,743,824

Present value of unfunded defined benefit obligations 2,527,721 3,965,101 - -

Unrecognised transition asset - (2,727,608) - (2,381,353)
Net liability 19,303,540 24,981,317 16,775,819 21,362,471
Analysed as:
Current 1,044,171 1,091,705 907,441 914,994
Non-current:
After one and up to two years 775,875 1,447,205 674,277 1,447,205
After two and up to five years 2,096,258 3,717,337 1,821,761 2,763,970
Above five years 15,387,236 18,725,070 13,372,340 16,236,302
18,259,369 23,889,612 15,868,378 20,447,477
19,303,540 24,981,317 16,775,819 21,362,471

23. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)
The amounts recognised in the income statement are as follows:
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Current service cost 1,838,537 1,832,146 1,610,196 1,585,754

Interest cost 2,144,753 1,918,713 1,775,953 1,668,662
Expected return on plan assets (159,591
(159,591)) (128,793) (159,591
(159,591)) (128,793)
Transition amount recognised 58,948 (1,843,266) - (1,560,629)
Gain on curtailments or settlements (7,990,824)
7,990,824) - (6,379,670) -
Total, included in staff costs (Note 5) (4,108,177) 1,778,800 (3,153,112

(3,153,112) 1,564,994
The actual return on the plan assets of the Group and of the Company was RM93,816 (2004: RM40,143).
Movements in the net liability in the current year are as follows:
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
At 1 January 24,981,317 27,402,453 21,362,471 23,736,698

Amounts recognised in the income statement (4,108,177
(4,108,177)) 1,778,800 (3,153,112
(3,153,112)) 1,564,994
Contributions paid (1,569,600
(1,569,600)) (4,199,936) (1,433,540
(1,433,540)) (3,939,221)
At 31 December 19,303,540 24,981,317 16,775,819 21,362,471

Less: Advance contributions paid (6,580,852
(6,580,852)) (6,395,438) (5,700,144
(5,700,144)) (5,572,634) 93

12,722,688 18,585,879 11,075,675 15,789,837
Analysed as follows:
Current 1,044,171 1,091,705 907,441 914,994
Non-current 11,678,517 17,494,174 10,168,234 14,874,843
12,722,688 18,585,879 11,075,675 15,789,837
Principal actuarial assumptions used:

2005 2004
% %
Discount rate 7.0 7.0

Expected return on plan assets 4.0 4.0
Expected rate of salary increases 5.0 5.0
The latest actuarial valuation undertaken for the Group was at 31 December 2005 by an independent firm of actuary. As at this dates, the
valuations indicate that the provisions for retirement benefits are sufficient to achieve the value of the benefits determined by the actuary.
31 December 2005
24. BORROWINGS
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Short Term Borrowings

Secured:
Term loans 722,844 736,352 - -
Islamic term loan 8,000,000 - 8,000,000 -
Al-Ijarah 896,974 - 896,974 -
Revolving Underwriting Facility - 12,000,000 - 12,000,000
Hire purchase and finance lease payables (Note 25) 4,847,194 1,689,100 3,661,549 532,335
14,467,012 14,425,452 12,558,523 12,532,335
Unsecured:
Bank overdrafts (Note 22) 11,459,585 11,612,826 11,062,538 9,001,191
Trust receipts 94,576 288,443 - -
Bankers acceptance 25,891,567 73,464,000 24,191,567 71,664,000
Revolving credits 40,300,000 14,200,000 40,000,000 12,900,000
77,745,728 99,565,269 75,254,105 93,565,191
92,212,740 113,990,721 87,812,628 106,097,526
Long Term Borrowings

Secured:
Term loans 1,095,330 1,689,208 - -
94 Islamic term loan 44,000,000 - 44,000,000 -
Al-Ijarah 6,758,961 - 6,758,961 -

Al-Istisna 45,239,288 2,605,200 45,239,288 2,605,200
Revolving Underwriting Facility - 46,000,000 - 46,000,000
Hire purchase and finance lease payables (Note 25) 3,637,115 2,013,799 3,652,466 654,984
100,730,694 52,308,207 99,650,715 49,260,184
Total Borrowings
Trust receipts 94,576 288,443 - -
Bank overdrafts (Note 22) 11,459,585 11,612,826 11,062,538 9,001,191
Bankers acceptance 25,891,567 73,464,000 24,191,567 71,664,000
Revolving credits 40,300,000 14,200,000 40,000,000 12,900,000
Revolving Underwriting Facility* - 58,000,000 - 58,000,000
Term loans 1,818,174 2,425,560 - -
Islamic term loan 52,000,000 - 52,000,000 -
Al-Ijarah 7,655,935 - 7,655,935 -
Al-Istisna 45,239,288 445,4545 45,239,288
2,605,200445,4545 5,239,288 2,605,200
45,239,2885,239,288
Hire purchase and finance lease payables (Note 25) 8,484,309 3,702,899 7,314,015 1,187,319
192,943,434 166,298,928 187,463,343 155,357,710

24. BORROWINGS (CONT’D)
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Total Borrowings (cont’d)
Maturity of borrowings (excluding hire

purchase and finance lease):
Within and up to one year 87,365,546 112,301,621 84,151,079 105,565,191
After one and up to two years 12,182,825 46, 866,465 11,957,594 46,000,000
After two and up to five years 33,366,660 644,461 32,748,922 -
Above five years 51,544,094 2,783,482 51,291,733 2,605,200
184,459,125 162,596,029 180,149,328 154,170,391
The weighted average effective interest rates and profit rates during the financial year for borrowings, excluding hire purchase and finance
lease payables, were as follows:
GROUP COMPANY
2005 2004 2005 2004
% % % %
Trust receipts 8.0 8.0 - -

Bank overdrafts 7.4 7.6 7.4 7.5
Bankers acceptance 3.8 3.9 3.8 3.9
Revolving credits 4.7 4.8 4.7 5.0 95

Revolving Underwriting Facility 4.9 4.9 4.9 4.9
Al-Istisna 7.2 7.2 7.2 7.2
Islamic term loan 5.3 - 5.3 -
Al-Ijarah 7.2 - 7.2 -
Term loans 6.2 7.6 - -
The borrowings are secured by the following:

(a) negative charges on the Company's assets; and/or
(b) first and second fixed charges on the land and buildings, plant and machinery of the Company and of respective subsidiaries; and/or
(c) corporate guarantees of the Company and of respective subsidiaries; and/or
(d) certain fixed deposits of the Group and of the Company.
• The Revolving Underwriting Facility has been refinanced with a new Serial Islamic Term Loan Facility of RM52 million during the financial
year.
31 December 2005
25. HIRE PURCHASE AND FINANCE LEASE PAYABLES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Minimum payments
Within and up to one year 5,152,544 1,921,261 3,913,393 602,946
After one and up to two years 3,696,365 1,727,546 3,627,724 403,292
After two and up to five years 23,804 405,852 115,758 294,867
8,872,713 4,054,659 7,656,875 1,301,105

Less: Future finance charges (388,404
(388,404)) (351,760) (342,860
(342,860)) (113,786)
Present value of liabilities 8,484,309 3,702,899 7,314,015 1,187,319
Present value of liabilities:

Within and up to one year 4,847,194 1,689,100 3,661,549 532,335
After one and up to two years 3,531,569 1,625,340 3,541,153 370,085
After two and up to five years 105,546 388,459 111,313 284,899
8,484,309 3,702,899 7,314,015 1,187,319
Analysed as:
Due within twelve months (Note 24) 4,847,194 1,689,100 3,661,549 532,335
Due after twelve months (Note 24) 3,637,115 2,013,799 3,652,466 654,984
96 Total 8,484,309 3,702,899 7,314,015 1,187,319

The hire purchase and finance lease bear interest at the balance sheet date at rates between 2.20% to 9.15% (2004: 3.30% to 9.24%)
per annum.
Included in the hire purchase payables of the Company is an amount due to a subsidiary of RM481,383 (2004: RM357,154).
26. TRADE PAYABLES

The normal trade credit term granted to the Group ranges from 30 to 90 days (2004: 30 to 90 days).
27. OTHER PAYABLES
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Due to subsidiaries - - 24,213,882 19,815,125

Due to associates - 326,526 - 326,526
Deposits 7,664,349 4,889,942 7,085,097 4,465,247
Provisions 15,950,383 17,658,623 10,607,950 13,775,728
Accruals 16,609,657 13,859,145 10,909,657 5,243,399
Other payables 5,966,7065,966,706
5,966,706 10,578,612 3,348,881 8,114,173
46,191,095 47,312,848 56,165,467 51,740,198
Included in the amount due to subsidiaries are amounts which are related to trade transactions of RM11,291,576 (2004 : RM5,210,369).
The amounts due to subsidiaries and associates are unsecured, interest-free and have no fixed terms of repayment.
28. SHARE CAPITAL
Number of Ordinary
Shares of RM1 each Amount
2005 2004 2005 2004
RM RM
Authorised:
97
At 1 January/31 December 500,000,000 500,000,000 500,000,000 500,000,000

Issued and fully paid:
At 1 January 109,224,337 109,215,837 109,224,337 109,215,837
Issued for cash - - - -
Pursuant to ESOS - 8,500 - 8,500
At 31 December 109,224,337 109,224,337 109,224,337 109,224,337
The Company implemented an ESOS which is governed by the by-laws and was approved by the shareholders at an Extraordinary
General Meeting held on 27 May 2003.
31 December 2005
28. SHARE CAPITAL (CONT’D)

The salient features of the ESOS are as follows:
(i) The ESOS shall be in force for a period of five years from the date of the receipt of the last of the requisite approvals.
(ii) Eligible executives are employees of the Company who have been confirmed in the employment of the Company and have
served for at least one year as at the date of the offer. They shall not be participants of or have not been offered option(s)
under any other employee's share option scheme implemented by any other company within the Group, which is in force
for the time being. In terms of eligible directors, the directors must be involved in the daily operations and have been
confirmed in the employment of the Company. The eligibility of participation in the ESOS shall be at the discretion of the
Options Committee appointed by the Board of Directors.
(iii) The total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the total issued share capital
of the Company at any one time at the point of granting of the option during the tenure of the ESOS.
(iv) The option price for each share shall be the average of the mean market quotation of the shares of the Company in the
daily official list issued by the BMSB for the five trading days preceding the date of offer, at a discount of not more than
10%, or the par value of the shares of the Company of RM1, whichever is higher.
(v) Not more than 50% of the new shares available under the Scheme should be allocated, in aggregate to eligible directors
and senior management, and not more than 10% of the new shares available under the Scheme should be allocated to any
individual eligible director or eligible executive who, either singly or collectively through his/her associates, holds 20% or
more of the issued and paid-up share capital of the Company.
(vi) An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the Company
98 commencing from the date of the offer but before the expiry of five years from the date of the receipt of the last of the
requisite approvals.
(vii) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in all respects
with the existing ordinary shares of the Company.
28. SHARE CAPITAL (CONT’D)
The terms of share options outstanding as at the end of the financial year are as follows:
<–––––––––––––––––––––––––– –––– Number of Share Options ––––––––––––––––––––––––>

<––––––––––––––––––––––––––––––
Grant Expiry Exercise At Granted Exercised Lapsed Cancelled At
Date Date Price 1 January 31 December
RM
2005
7.7.03 6.7.08 2.13 7,315,000 - - (91,800) (6,162,500) 1,060,700
21.10.03 6.7.08 1.69 3,345,500 - - (75,800) (2,815,500) 454,200
9.9.05 6.7.08 1.00 - 8,978,000 - - - 8,978,000
10,660,500 8,978,000 - (167,600) (8,978,000) 10,492,900
2004
7.7.03 6.7.08 2.13 7,442,600 - - (127,600) - 7,315,000
21.10.03 6.7.08 1.69 3,412,100 - (8,500) (58,100) - 3,345,500
10,854,700 - (8,500) (185,700) - 10,660,500
Details of share options exercised during the previous year and the fair value, at exercise date, of ordinary shares issued are as
follows:
Exercise Fair value of Number Considerations

Price Ordinary Shares Share Options Received
99
Exercise Date RM RM RM

30.03.04 1.69 1.70 8,500 14,365
Less: Par value of ordinary shares (8,500)
Share premium 5,865
29. OTHER RESERVES (NON-DISTRIBUTABLE)
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Revaluation reserve 5,380,919 5,380,919 5,147,995 5,147,995

Foreign exchange reserve (50,004
(50,004)) (590,290) - -
Other reserves 1,664,800 1,664,800 - -
6,995,715 6,455,429 5,147,995 5,147,995

31 December 2005
29. OTHER RESERVES (NON-DISTRIBUTABLE) (CONT’D)
The movements in each category of reserves were as follows:
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Revaluation Reserve
Balance at 1 January/ 31 December 5,380,919 5,380,919 5,147,995 5,147,995
Foreign Exchange Reserve

Balance at 1 January (590,290
(590,290)) (648,699) - -
Foreign exchange differences 540,286 58,409 - -
Balance at 31 December (50,004

(50,004)) (590,290) - -
Other Reserves
Balance at 1 January/ 31 December 1,664,800 1,664,800 - -
The nature and purpose of each category of reserve are as follows:
(a) Revaluation Reserve

This reserve includes the cumulative net change in fair value of freehold land.
(b) Foreign Exchange Reserve

The foreign exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements
of foreign subsidiaries.
100
(c) Other Reserves

The other reserve relates to capitalisation of bonus issues.
30. RETAINED PROFITS

As at 31 December 2005, the Company has tax exempt profits available for distribution of approximately RM47,042,100 (2004:
RM37,129,300), subject to agreement with the Inland Revenue Board.
The Company has sufficient tax credit under Section 108 of the Income Tax Act 1967 and the balance in the tax exempt income
account to frank the payment of dividends out of its entire retained profits as at 31 December 2005.
31. COMMITMENTS
GROUP COMPANY
2005 2004 2005 2004
RM RM RM RM
Capital expenditure:
Approved and contracted for 10,589,309 73,517,941 10,589,309 73,517,941
32. CONTINGENT LIABILITIES
The Company has given unsecured corporate guarantees to financial institutions amounting to RM12,088,640 (2004: RM33,093,400) for
banking facilities extended to subsidiaries.
There are several libel suits which involve claims against the Company of which the outcome and compensation, if any, is currently
indeterminable. No provision has been made in the financial statements as at 31 December 2005 as the directors, based on legal advice,
are of the opinion that the probability of the liabilities crystallising is remote.
33. SIGNIFICANT RELATED PARTY TRANSACTIONS
2005 2004
RM RM
GROUP
Services rendered by Utusan Transport Sdn Bhd and Group, an associated company 7,015,572 7,031,358
COMPANY
Services rendered by subsidiaries 16,281,361 16,777,415
Rental receivable from subsidiaries 2,772,000 2,974,848
Interest receivable from subsidiaries 1,655,619 2,048,487
Commission receivables from subsidiaries 4,449,186 4,415,904
The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been
established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.
34. SIGNIFICANT EVENTS 101

(a) Completed Events
(i) On 28 October 2005, the Company (“UMMB”) had announced to BMSB that on 3 June 2005, UMMB had secured a Serial
Islamic Term Loan Facility from Malayan Banking Berhad amounting to RM52 million to refinance the outstanding indebtedness
under a Revolving Underwriting Facility pursuant to the Revolving Underwriting Facility Agreement dated 10 April 1998 and
Supplemental Revolving Underwriting Facility Agreement dated 30 July 2003 amongst UMMB and Affin Discount Berhad,
Mayban Discount Berhad, Amanah Short Deposits Berhad and Abrar Discount Berhad.
(ii) On 5 December 2005, the Company had announced to BMSB that its wholly-owned subsidiary, PT Sinar Media Advertising
(“PT SMART”), had on 1 December 2005, entered into a Joint Venture Agreement with PT Trimitra Mulia Kencana (“PT
TRIMITRA”). The proposed joint venture vehicle is PT Sinar Mitra Utama (“JV Company”). The JV Company is to undertake the
business of the advertisement management consultancy, providing advertisement media services and other business/activities
related thereto in the Republic of Indonesia. PT SMART and PT TRIMITRA will hold 40% and 60% equity interest respectively in
the JV Company.
31 December 2005
34. SIGNIFICANT EVENTS (CONT)
(b) Events Pending Completion

(i) On 7 July 2005, the Company (UMMB) announced to BMSB that UMMB had on the same day entered into a Sale and Purchase
Agreement (“SPA”) with Stabilite Properties Sdn Bhd for the disposal of a piece of land held under Lot No. 26920 PN 29065
Mukim Setapak, District of Kuala Lumpur for a cash consideration of RM12,636,507. The gain or loss on the sale of the property
will only be recognized upon completion of the agreement. A total amount of RM1,263,651, which represents 10% of the purchase
consideration, was received during the year and the balance of 90% will be payable to UMMB within twelve (12) months from the
date of the SPA.
(ii) On 23 September 2005, the Company (‘UMMB’) announced to BMSB that its subsidiary, Advance Screen Sdn Bhd (‘ASSB’) had
on 29 August 2005 entered into a Sale and Purchase of Shares Agreement with Classic Billboards (M) Sdn Bhd (‘CBMSB’) for the
disposal of 510,000 units of ordinary shares of RM1.00 each (representing 51% of the issued and paid-up share capital) of ASSB
for the sale consideration of RM1,020,000 (Ringgit Malaysia One Million and Twenty Thousand only). The agreement will only
become effective upon completion of the receipt of sale proceeds in April 2006.
35. COMPARATIVES
Certain comparative amounts as at 31 December 2004 have been reclassified to conform with current year’s presentation:
As
As Previously
Restated Adjustments Stated
RM RM RM
GROUP
Other investments 2,819,637 2,503,157 5,322,794
102 Marketable securities 2,503,157 (2,503,157) -
Short term borrowings 113,990,721 2,605,200 116,595,921

Long term borrowings 52,308,207 (2,605,200) 49,703,007
COMPANY
Other investments 240,300 87,142 327,442
Marketable securities 87,142 (87,142) -
Short term borrowings 106,097,526 2,605,200 108,702,726
Long term borrowings 49,260,184 (2,605,200) 46,654,984
36. FINANCIAL INSTRUMENTS
(a) Financial Risk Management Objectives and Policies
The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the development
of the Group's businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Group operates
within clearly defined guidelines that are approved by the Board and the Group's policy is not to engage in speculative transactions.
(b) Interest Rate Risk

The Group's primary interest rate risk relates to interest-bearing debt, as the Group had no substantial long-term interest-
bearing assets as at 31 December 2005. The investments in financial assets are mainly short term in nature and they are not
held for speculative purposes but have been mostly placed in fixed deposits which yield better returns than cash at bank.
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings. The Group reviews its
debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to capitalise on
cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respective
notes.
(c) Foreign Exchange Risk

The Group mainly operates locally, thus exposure to foreign exchange risk is minimal.
(d) Liquidity Risk

The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all refinancing,
repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash
or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available
banking facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from 103

both capital markets and financial institutions and balances its portfolio with some short term funding so as to achieve overall
cost effectiveness.
(e) Credit Risk

Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits and monitoring
procedures. Credit risks are minimised and monitored by limiting the Group's associations to business partners with high
creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting and credit control
procedures.
The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major
concentration of credit risk related to any financial instruments.
31 December 2005
36. FINANCIAL INSTRUMENTS (C0NT’D)

(f) Fair Values
The carrying amounts of financial assets and liabilities of the Group and of the Company at the balance sheet date approximate
their fair values except for the followings:
GROUP COMPANY
Carrying Carrying
Amount Fair Value Amount Fair Value
Note RM RM RM RM
Financial Assets
Non-current unquoted other investments 15 2,819,637 * 240,300 *
Due from subsidiaries 20 - - 79,853,258 **
Due from associates 20 86,071 ** 86,071 **
Non-current unquoted other investments 15 2,819,637 * 240,300 *
Due from subsidiaries 20 - - 88,636,748 **
Due from associates 20 11,872 ** 11,872 **
Financial Liabilities
Due to subsidiaries 27 - - 24,213,882 **
Term loans 24 1,818,174 1,537,424 - -
Islamic term loan 24 52,000,000 39,979,663 52,000,000 39,979,663
Al-Ijarah 24 7,655,935 5,747,300 7,655,935 5,747,300
104
Al-Istisna 24 45,239,288 27,270,777 45,239,288 27,270,777
Hire purchase and finance lease 25 8,484,309 8,405,009 7,314,015 7,054,189
Due to subsidiaries 27 - - 19,815,125 **
Due to associates 27 326,526 ** 326,526 **
Term loans 24 2,425,560 2,301,776 - -
Al-Istisna 24 2,605,200 2,440,554 2,605,200 2,440,554
Revolving underwriting facilities 24 58,000,000 50,299,730 58,000,000 50,299,730
Hire purchase and finance lease 25 3,702,899 3,300,598 1,187,319 1,030,782
* It is not practicable to estimate the fair value of the Group's non-current unquoted investments because of the lack of
quoted market prices and the inability to estimate the fair value without incurring excessive costs. However, the Group
believes that the carrying amounts represent the recoverable values.
** It is also not practicable to estimate the fair value of amounts due to/from subsidiaries and associates due principally to lack
of fixed repayment term entered by the parties involved and without incurring excessive costs. However, the Group does not
anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the values that would
eventually be received or settled.
36. FINANCIAL INSTRUMENTS (CONT’D)
The nominal/notional amount and net fair value of financial instruments not recognised in the balance sheets of the Group and of the
Company as at the end of the financial year are:
GROUP COMPANY
Nominal/ Nominal/
Notional Net Fair Notional Net Fair
Amount Value Amount Value
Note RM RM RM RM
At 31 December 2005
Contingent liabilities 32 - - 12,088,640 ***
At 31 December 2004
Contingent liabilities 32 - - 33,093,400 ***
***It is not practicable to estimate the fair value of contingent liabilites reliably due to the uncertainties of timing, costs and eventual
outcome.
The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:
(i) Cash and cash equivalents, trade and other receivables/payables and short term borrowings
The carrying amounts approximate fair values due to the relatively short term maturity of these financial instruments.
(ii) Marketable securities

The fair value of quoted investments is determined by reference to stock exchange quoted market bid prices at the close of the
business on the balance sheet date.
105
(iii) Borrowings

The fair value of borrowings is estimated using discounted cash flow analysis, based on current incremental lending rates for
similar types of lending and borrowing arrangements.
37. SEGMENTAL INFORMATION

The Group is organised into four major business segments:
(i) Publishing, distribution and advertisements - publishing and distribution of newspapers, magazines and books and also
print and outdoor advertising;
(ii) Printing - printing of magazines and books;
(iii) Information technology and multimedia; and
(iv) Investment holding, management services and others.
Information based on geographical segments was not prepared as the Group's activities are focused in Malaysia.
The directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and have
been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated
parties.
31 December 2005
37. SEGMENTAL INFORMATION (CONT’D)

Investment
Publishing, Information holding,
distribution technology management
and and services
2005 advertisements Printing multimedia and others Eliminations Consolidated
RM RM RM RM RM RM
REVENUE AND EXPENSES

Revenue
External sales 358,653,175 6,784,807 6,687,971 46,363 - 372,172,316
Inter-segment sales 14,560,134 16,614,035 - 602,001 (31,776,170) -
Total revenue 373,213,309 23,398,842 6,687,971 648,364 372,172,316
Result
Segment results 30,717,328 2,082,129 113,256 426,010 1,468,656 34,807,379
Finance costs (8,552,117)
Share of results of
associates - - - 2,940,079 - 2,940,079
Taxation (7,818,833)
Zakat (265,000)
Profit after taxation 21,111,508

Minority interests 214,364
Net profit for the year 21,325,872
ASSETS AND LIABILITIES

Segment assets 584,336,942 29,543,306 6,195,216 37,845,621 (164,762,816) 493,158,269
Investment in equity
106 method of associates - - - 11,815,879 - 11,815,879
Unallocated corporate assets 3,731,883
Consolidated total assets 508,706,031
Segment liabilities 372,106,722 61,273,720 37,096,915 3,034,365 (207,195,091) 266,316,631

Unallocated corporate liabilities 14,828,178
Consolidated total liabilities 281,144,809
OTHER INFORMATION
Capital expenditure 38,618,897 164,455 164,864 8,847 - 38,957,063
Depreciation 21,414,842 1,684,231 237,839 15,857 - 23,352,769
Impairment 1,898,965 25,065 - - - 1,924,030
Non-cash expenses
other than depreciation,
amortisation and
impairment 9,224,347 (722,576) 95,162 771,283 (4,962,802) 4,405,414
37. SEGMENTAL INFORMATION (CONT'D)
Investment
Publishing, Information holding,
distribution technology management
and and services
2004 advertisements Printing multimedia and others Eliminations Consolidated
RM RM RM RM RM RM
REVENUE AND EXPENSES

Revenue
External sales 347,125,451 10,251,591 7,166,300 90,011 - 364,633,353
Inter-segment sales 13,947,489 12,324,819 23,250 918,571 (27,214,129) -
Total revenue 361,072,940 22,576,410 7,189,550 1,008,582 364,633,353
Result
Segment results 29,813,442 (486,512) 163,859 1,419,817 (4,712,146) 26,198,460
Finance costs (8,857,000)
Share of results of
associates - - - 2,234,946 - 2,234,946
Taxation (7,015,380)
Zakat (200,000)
Profit after taxation 12,361,026

Minority interests 135,248
Net profit for the year 12,496,274
ASSETS AND LIABILITIES

Segment assets 554,018,667 26,931,525 6,363,019 38,006,141 (164,248,486) 461,070,866
Investment in equity
method of associates - - - 9,992,935 - 9,992,935 107

Unallocated corporate assets 3,865,843
Consolidated total assets 474,929,644
Segment liabilities 358,226,413 59,597,746 37,168,343 3,114,079 (202,104,302) 256,002,279

Unallocated corporate liabilities 11,051,899
Consolidated total liabilities 267,054,178
OTHER INFORMATION
Capital expenditure 11,459,479 393,486 271,505 62,252 - 12,186,722
Depreciation 21,513,287 2,163,436 272,286 9,690 - 23,958,699
Impairment - 794,648 - - - 794,648
Non-cash expenses
other than depreciation,
amortisation and
impairment 3,512,915 944,630 17,553 (302,124) (2,139,326) 6,312,300
LIST OF
PROPERTIES
Land Built-up Net Book

Area Area Value
Location Description Existing Use (sq. ft.) (sq. ft.) Tenure (RM)
32, Argyll Road Double Storey Utusan’s Office 1,280 1,995 Leasehold 150,778
Georgetown, Penang Shophouse (26.09.2049)
(D/P : 28.08.1969)
34, Argyll Road Double Storey Utusan’s Office 1,280 1,995 Leasehold 191,832
Georgetown, Penang Shophouse (27.09.2049)
(D/P : 01.07.1976)
Lot 314, Tingkat Factory Utusan’s Printing 69,054 40,805 Leasehold 2,709,824
Perusahaan Tiga Building Plant (01.04.2041)
Prai Industrial
Estate, Penang
(D/P : 02.04.1982)
Plot 6, Bagan Serai Factory Utusan’s Printing 174,240 - Leasehold 306,451

Industrial Estate Building Plant (12.12.2035)
Seberang Prai
Tengah, Penang
(D/P : 10.10.1977)
1, Jalan SM 1C/12 Double Storey Utusan’s Office 2,288 3,980 Leasehold 82,500
Bandar Baru Shophouse (01.08.2079)
Sri Manjung
Sitiawan, Perak
(D/P : 12.12.1980)
3270, Jalan Sungai Double Storey Utusan’s Office 1,760 2,932 Freehold 105,177
Nibong, Teluk Intan Shophouse
Perak
108
(D/P : 19.09.1984)
208, Jalan Sultan Double Storey Utusan’s Office 1,740 2,720 Freehold 268,747
Iskandar, Ipoh, Perak Shophouse
(D/P : 08.09.1990)
76-C, Wisma Ali Long Double Storey Utusan’s Office - 1,832 Freehold 126,980
Jalan Air Jernih Shophouse
Kuala Terengganu
Terengganu
(D/P : 25.09.1991)
Gong Badak Factory Utusan’s Printing 130,684 22,000 Leasehold 3,694,893

Industrial Estate Building Plant (27.03.2051)
Kuala Terengganu
Terengganu
(D/P : 28.03.1991)
Note: D/P: Date of Purchase

Area Area Value
C-321, Jalan Tengku Double Storey Ground Floor 1,600 2,480 Leasehold 150,800
Ismail, Temerloh Shophouse Utusan’s Office (29.03.2083)
Pahang
(D/P : 26.11.1984)
18, Jalan Bukit Ubi Three Storey Ground Floor 2,000 4,900 Leasehold 210,348
Kuantan, Pahang Shophouse Utusan’s Office (14.08.2068)
(D/P : 28.07.1986)
Jalan Hj. Abd Aziz Vacant Land Vacant 3,267 - Leasehold 108,546
Kuantan,Pahang (17.09.2077)
(D/P : 15.07.1981)
Lot 59 & 60 Industrial Vacant 174,000 - Freehold 3,604,740

Bukit Beruntung Land
Industrial Park
Rawang, Selangor
(D/P : 23.08.1996)
Lot 6, Jalan P/10 Industrial Bangi Printing 683,260 273,601 Leasehold 70,101,201
Bangi Industrial Land Complex (99 years)
Estate, Section 10
Bandar Baru Bangi
Bangi, Selangor
(D/P : 20.12.1995)
Lot 26920 Vacant Land Vacant 407,629 - Leasehold 5,220,793

Section 10 (24.03.2083)
Wangsa Maju
109
Kuala Lumpur

(D/P : 13.07.1992)
Lot 351, Jalan Tiga Factory and Vacant 47,244 28,601 Leasehold 767,052
Off Jalan Chan Office Building (17.12.2009)
Sow Lin
Kuala Lumpur
(D/P : 20.12.1979)
46M, Jalan Lima Office Building Company’s HQ 63,855 49,368 Lot 187 2,108,706
Off Jalan Chan and Editorial Leasehold
Sow Lin Department (02.06.2057)
Kuala Lumpur Lot 268
(D/P : 10.12.1959) Leasehold
(30.01.2062)
LIST OF
PROPERTIES

Area Area Value
Jalan Enam Vacant Land Store 60,205 10,000 Lot 234 674,322
Off Jalan Chan & Warehouse & 236
Sow Lin Leasehold
(D/P : 07.02.1991) (23.05.2021)
Lot 238
& 240
Leasehold
(01.07.2016)
Lot 242
& 244
Leasehold
(01.06.2012)
Lot 272, Seksyen 92 Vacant Land Car Park 40,520 - Leasehold 143,520
Kuala Lumpur (06.01.2065)
(D/P : 20.04.1963)
358, Taman Melaka Three Storey Utusan’s 1,400 4,160 Leasehold 168,000
Raya, Melaka Shophouse Office (04.10.2082)
(D/P : 26.02.1982)
24, Jalan Serampang Three Storey Utusan’s 1,920 5,358 Freehold 291,862
Taman Pelangi Shophouse Office
Johor Baru,Johor
(D/P : 27.10.1980)
19, Jalan Mengkudu Double Storey Utusan’s 1,680 3,192 Freehold 177,811
Taman Makmur Shophouse Office
Batu Pahat, Johor
110
(D/P : 02.10.1984)
17, Jalan Kukoh Factory Building Vacant 115,434 39,200 Leasehold 1,324,637
Johor Baru, Johor (06.10.2034)
(D/P : 07.10.1974)
Lot PTD 53920 Factory Utusan’s Printing 170,311 21,410 Freehold 4,226,493
Jalan Firma 2/1 Building Plant
Tebrau Industrial
Estate, Johor Baru
Johor
(D/P : 03.04.1991)
17, Hamilton Court Apartment Apartment - 800 Freehold 580,795

149 Maida Vale Rented Out
London W9, U.K.
(D/P : 23.05.1994)
Area Area Value
Lot 438, Jalan Dua Factory Vacant 38,761 23,361 Leasehold 2,602,364
Off Jalan Chan Building (14.10.2016)
Sow Lin, Kuala Lumpur
(D/P : 06.01.1992)
Lot 184, Jalan Lima Factory Newsprint Store 51,972 41,670 Leasehold 168,645
Off Jalan Chan Building And Utusan’s (14.12.2063)
Sow Lin, Kuala Lumpur Training Centre
(D/P : 30.11.1977)
11, Jalan 14/22 Five Storey Utusan Media 5,533 24,170 Leasehold 3,756,475
Petaling Jaya Shophouse Sales Sdn Bhd’s (16.12.2086)
Selangor Office
(D/P : 10.03.1992)
11A, Jalan 14/22 Four Storey Utusan Media 1,539 5,830 Leasehold 585,750
Petaling Jaya Shophouse Sales Sdn Bhd’s (16.12.2086)
Selangor Office
(D/P : 23.10.1989)
12, Jalan SS 22/25 Four Storey UPD Sdn Bhd’s 1,650 5,142 Freehold 495,969
Damansara Jaya Shophouse Office
Petaling Jaya
Selangor
(D/P : 28.09.1990)
14, Jalan SS 22/25 Four Storey UPD Sdn Bhd’s 1,650 5,142 Freehold 495,969
Damansara Jaya Shophouse Office
Petaling Jaya
Selangor 111
(D/P : 28.09.1990)

9-2B, Jalan Desa 9/4 Shophouse Vacant - - - 46,812
Bandar Country Homes
Rawang, Selangor
(D/P : 31.07.1999)
1 & 3, Jalan 3/91A 3 1/2 Storey Utusan 13,552 12,015 - 3,135,412

Taman Shamelin Terrace Publications &
Perkasa, Cheras Factory Distributors
Kuala Lumpur Sdn Bhd’s Office
(D/P : 13.01.1994)
18, Jalan 6/91 1 1/2 Storey Utusan Karya 11,040 - - 729,985

Taman Shamelin Terrace Sdn Bhd’s Office
Perkasa, Cheras Factory
Kuala Lumpur
(D/P : 02.08.1990)
Lot 20 & 22 Single Storey Advance Screen 49,148 13,239 Leasehold 1,783,333
Jalan 7, Cheras Jaya Terrace Factory Sdn Bhd’s Factory
Balakong, Selangor and Office
(D/P : 19.11.1999)
ANALYSIS OF
SHAREHOLDINGS
as at 31 March 2006
Authorised Share Capital - RM500,000,000

Issued and Fully Paid-up Share Capital - RM109,224,337
Class of Shares - Ordinary Shares of RM1.00 each
No. of Shareholders - 6,343
Voting Rights - One voting right for one Ordinary Share
DISTRIBUTION OF SHAREHOLDINGS
Size of Holdings Number of % of Number of % of Issued

Shareholders Shareholders Shares Held Capital
000000001 - 000000099 295 4.65 13,396 0.01
000000100 - 000001000 3,063 48.29 2,645,447 2.42
000001001 - 000010000 2,657 41.89 9,290,503 8.51
000010001 - 000100000 301 4.75 7,702,213 7.05
000100001 - 005461216 24 0.38 16,011,363 14.66
005461217 & above 3 0.04 73,561,415 67.35
Total 6,343 100.00 109,224,337 100.00
DIRECT AND INDIRECT INTERESTS OF DIRECTORS

as at 31 March 2006
Names Direct Indirect % of Issued Capital

Shareholdings Shareholdings
Tan Sri Mohamed Hashim Ahmad Makaruddin - - -
112 Encik Mohd Nasir Ali 10,000 - -

Datuk Mohd Khalid Mohd 8,000 - -
Tan Sri Haji Husein Ahmad - - -

Datuk Ruhanie Haji Ahmad - - -
Dato’ Dr. Firdaus Haji Abdullah - - -
Dato’ Ab Halim Mohyiddin - - -
Dato’ Ismail Yusof - - -
Encik Kamal Khalid - - -
SUBSTANTIAL SHAREHOLDERS
as at 31 March 2006
Names of Shareholders Number of Shares Held % of Issued Capital

1. RHB Nominees (Tempatan) Sdn Bhd
(United Malays National Organisation (UMNO)) 55,113,956 50.46
2. OSK Nominees (Tempatan) Sdn Bhd
Nilam Setar (M) Sdn Bhd 10,900,000 9.98
3. Minister of Finance Malaysia 7,547,459 6.91
LIST OF TOP THIRTY
LARGEST SHAREHOLDERS
as at 31 March 2006
Names of Shareholders Number of % of Issued

Shares Held Capital
1. RHB Nominees (Tempatan) Sdn Bhd

(United Malays National Organisation (UMNO)) 55,113,956 50.46
(Nilam Setar (M) Sdn Bhd) 10,900,000 9.98
3. Minister of Finance Malaysia 7,547,459 6.91
4. Nilam Setar (M) Sdn Bhd 5,443,000 4.98
5. Aspirasi Sigma Sdn Bhd 3,500,000 3.20
6. Fasa Mahsuri Sdn Bhd 2,000,000 1.83
7. Employees Provident Fund Board 750,200 0.69
8. Lembaga Tabung Haji 679,000 0.62
9. Syarikat Gunung Benum Sdn Bhd 557,000 0.51
10. Hussein Noordin Sdn Bhd 381,000 0.35
11. Senawang Land Sdn Bhd 289,000 0.26
12. Cheah Khee Lin 262,000 0.24
13. HSBC Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for
Siow Wong Yen @ Siow Kwang Hwa) 220,000 0.20
14. Tan Jin Tuan 195,000 0.18
15. HDM Nominees (Asing) Sdn Bhd
(DBS Vickers Secs (S) Pte Ltd for Ishwar Dass) 166,200 0.15
16. Mayban Nominess (Tempatan) Sdn Bhd
(Pledged Securities Account for Lee Keng Hong) 150,000 0.14
17. Lee Choon Hooi 149,000 0.14
18. Ang Hioh 140,000 0.13 113

(Pledged Securities Account for Koo Yew Chai) 139,000 0.13
20. Koo Yuen Kim 136,000 0.12
21. Loh & Loh Corporation Berhad 133,000 0.12
22. Amsec Nominees (Asing) Sdn Bhd
(Fraser Securities Pte Ltd for Chu Chok Kim @ Chu Tso Chuan) 130,000 0.12
23. Syarikat Jeragan (Holdings) Sdn Bhd 126,563 0.12
24. HSBC Nominees (Tempatan) Sdn Bhd
(HSBC (M) Trustee Bhd for Amnew Frontier) 124,300 0.11
25. Ang Hioh 123,100 0.11
26. Public Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Chan Kai Liang) 115,000 0.11
27. Eng Guan Chan Sdn Bhd 103,000 0.09
28. B-OK Sdn Bhd 100,000 0.09
29. Koh Kee Hooi 100,000 0.09
30. Lim Beng Kian 97,000 0.09
Total 89,869,778 82.28
114
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PROXY
FORM CDS Account No. of authorised nominee (i)
I/We, (full name in block capitals)

NRIC No./Company No.
of
being a member/members of Utusan Melayu (Malaysia) Berhad hereby appoint

NRIC No. of
or failing him/her,*the Chairman of the Meeting as *my/our proxy to vote for *me/us and on *my/our behalf at the Thirty Eighth Annual
General Meeting of the Company to be held at Dewan Besar, Level 1, Bangunan Tabung Haji, 201, Jalan Tun Razak, 50400 Kuala
Lumpur on Wednesday
Wednesday, 31 May 2006 at 11.00 a.m. and at any adjournment thereof.
*My/Our proxy is to vote as indicated below:

ORDINARY RESOLUTIONS FOR AGAINST
No. 1 • To receive and adopt the Financial Statements
No. 2 • To declare a first and final dividend
To re-elect the following Directors under Article 98
No. 3 • Tan Sri Mohamed Hashim Ahmad Makaruddin
No. 4 • Dato’ Dr. Firdaus Haji Abdullah
To-reappoint the following Director pursuant to
Section 129(6) of the Companies Act, 1965
No. 5 • Tan Sri Haji Husein Ahmad
No. 6 • To approve the Directors’ fees
No. 7 • To re-appoint Auditors
As Special Business - Ordinary Resolutions
No. 8 • Directors’ authority pursuant to Section 132C
No. 9 • Directors’ authority pursuant to Section 132D
As Special Business - Special Resolution
Special 1 • Amendments to the Articles of Association
Please indicate with a tick (x) in the appropriate spaces how you wish your votes to be cast. If you do not indicate how you wish your proxy to vote on any resolution, the proxy
will vote as he thinks fit at his discretion or abstain from voting.
(*Strike out whichever is not desired) For appointment of two proxies, percentage of shareholdings
to be represented by the proxies
Number of Shares Percentage
Signature/Common seal of Corporation
Proxy 1 %
Number of Shares Held: Proxy 2 %

Total 100%
Date:
NOTE : Appointment of Proxy
i) Applicable to shares held through a nominee account. either under the common seal or under the hand of an officer or attorney duly
ii) A member of the Company entitled to attend and vote at this meeting may appoint authorised.
a proxy (or in a case of a corporation, to appoint a representative) to attend and v) Where a member is an authorised nominee as defined under the Central Depositories
vote in his stead. A proxy need not be a member of the Company. Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account
iii) A member shall be entitled to appoint more than one (1) proxy to attend and vote it holds with ordinary shares of the Company standing to the credit of the said
at the same meeting. Where a member appoints more than one (1) proxy, the Securities Account.
appointment shall be invalid unless he specifies the proportion of his holdings to vi) To be valid the proxy form duly completed must be deposited at the Registrar’s
be represented by each proxy. Office, 20th Floor, Plaza Permata, Jalan Kampar Off Jalan Tun Razak, 50400 Kuala
iv) The instrument appointing a proxy shall be in writing under the hand of the appointor Lumpur not less than forty eight (48) hours before the time for holding the Meeting
or of his attorney duly authorised in writing or, if the appointor is a corporation, or any adjournment thereof.

2005 UTUSAN-AnnualReport2005 (2MB)

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CONTENTS

Notice of Annual General Meeting 2

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

3. To re-elect the following Directors pursuant to:

Acquisition and Disposal of Assets

New Issue of Shares

Proposed Amendments to the Articles of Association

Depositor A Holder of Securities Account as defined in the Central Depositories Act;

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

By Order of the Board

2. Statement Accompanying Notice of Annual General Meeting of the Company

Pursuant to Section 129(6) of the Companies Act, 1965

2. Details of attendance of Directors at Board Meetings

3. Place, Date and Time of the Board Meetings

TYPE OF MEETING DATE TIME

Special Board of Directors Meeting 1/2005 13 April 2005 11.00 a.m

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

GROUP REVENUE GROUP PROFIT/(LOSS) BASIC EARNINGS/(LOSS)

CONSOLIDATED INCOME STATEMENT

YEAR ENDED 31 DECEMBER

Group Revenue 372,172 364,633 347,518 335,168 334,120

Number of Share In Issue ('000) 109,224 109,224 109,216 77,373 77,373

CONSOLIDATED BALANCE SHEET

Share Capital 109,224 109,224 109,216 77,373 77,373

Shareholders’ Equity 226,210 206,310 195,358 119,486 109,959

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

Non-Current Assets 241,950 227,280 246,214 243,026 254,209

Total Assets 508,706 474,929 424,546 401,840 397,041

353,126 286,860 287,942 255,561 245,720

Tan Sri Mohamed Hashim Ahmad Makaruddin

(56 years of age – Malaysian)

Encik Mohd Nasir Ali

(47 years of age – Malaysian)

from the University of Strathclyde, United Kingdom. Holds directorship in subsidiaries

(52 years of age – Malaysian)

Tan Sri Haji Husein Ahmad

(71 years of age – Malaysian)

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

Datuk Ruhanie Haji Ahmad

(58 years of age – Malaysian)

Dato’ Dr. Firdaus Haji Abdullah

(62 years of age – Malaysian)

University and Ph.D. in Comparative Politics, Columbia University, United States of

(59 years of age – Malaysian)

Dato’ Ismail Yusof

(61 years of age – Malaysian)

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

Encik Kamal Khalid

(35 years of age – Malaysian)

Cik Sharina Saidon

ii) Conflict of Interest

iii) List of Convictions for Offences

iv) Attendance of Directors at Board Meetings

Tan Sri Mohamed Hashim Ahmad Makaruddin 6/6

Encik Mohd Nasir Ali 6/6

Tan Sri Haji Husein Ahmad 6/6

Datuk Ruhanie Haji Ahmad 6/6

Dato’ Ab Halim Mohyiddin 6/6

UTUSAN MELAYU (MALAYSIA) BERHAD • ANNUAL REPORT 2005

v) Securities Holdings in the Company and its Subsidiaries

BOARD OF DIRECTORS DATO’ DR. FIRDAUS HAJI ABDULLAH

DATUK RUHANIE HAJI AHMAD