Metro Healthcare Berhad Q3 2024

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METRO HEALTHCARE BERHAD (“METRO” OR “COMPANY”)

(Registration No. 201001021746 (905516-M))


(Incorporated in Malaysia)

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE


3RD QUARTER ENDED 30 SEPTEMBER 2024
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT


30 SEPTEMBER 2024 (1)
As at 30.09.2024 As at 31.12.2023
Unaudited Audited
RM'000 RM'000

ASSETS
Non-current assets
Property, plant and equipment 21,755 20,520
Right-of-use assets 14,974 16,723
Other investment 3,831 3,075
Total non-current assets 40,560 40,318

Current assets
Inventories 2,439 1,907
Trade and other receivables 1,426 1,210
Tax recoverable 895 1,185
Cash and cash equivalents 12,463 15,158
Total current assets 17,223 19,460
TOTAL ASSETS 57,783 59,778

EQUITY AND LIABILITIES


Equity attributable to the owners
of the Company
Share capital 18,164 18,164
Retained earnings 19,806 19,211
Total equity 37,970 37,375

Non-current liabilities
Deferred tax liabilities 655 655
Lease liabilities 14,535 15,982
Total non-current liabilities 15,190 16,637

Current liabilities
Trade and other payables 2,726 3,921
Tax liabilities 7 -
Lease liabilities 1,890 1,845
Total current liabilities 4,623 5,766
TOTAL LIABILITIES 19,813 22,403
TOTAL EQUITY AND
LIABILITIES 57,783 59,778

Net assets per share (sen) (2) 6.16 6.06

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

Notes:

(1) The basis of preparation of the Unaudited Condensed Consolidated Statement of Financial Position is detailed
in Note A1 and should be read in conjunction with the Audited Financial Statements for the financial year
ended 31 December 2023 and the accompanying explanatory notes attached to this interim financial report.

(2) Net assets per share is calculated based on the Company's total number of issued shares of 616,710,000
ordinary shares as at 30 September 2024 and 31 December 2023.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER


COMPREHENSIVE INCOME FOR THE 3RD QUARTER ENDED 30 SEPTEMBER 2024 (1)
Individual quarter ended Cumulative quarter ended
30.09.2024 30.09.2023(2) 30.09.2024 30.09.2023(2)
RM'000 RM'000 RM'000 RM'000

Revenue 12,294 N/A 36,778 N/A


Cost of sales (7,600) N/A (21,344) N/A
Gross profit 4,694 N/A 15,434 N/A
Other operating income 65 N/A 571 N/A
Other operating expenses (2,678) N/A (8,418) N/A
Operating profit 2,081 N/A 7,587 N/A
Finance cost (165) N/A (522) N/A
Profit before taxation 1,916 N/A 7,065 N/A
Taxation (416) N/A (2,030) N/A
Profit/Total comprehensive
income for the financial
period 1,500 N/A 5,035 N/A

Earnings per ordinary


share ("EPS") (sen):
- Basic (3) 0.24 N/A 0.82 N/A
- Diluted (4) 0.24 N/A 0.82 N/A

Notes:

(1) The basis of preparation of the Unaudited Condensed Consolidated Statements of Profit or Loss and Other
Comprehensive Income is detailed in Note A1 and should be read in conjunction with the Audited Financial
Statements for the financial year ended 31 December 2023 and the accompanying explanatory notes attached
to this interim financial report.

(2) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance with the
ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing
Requirements”).

(3) Basic earnings per ordinary share is calculated based on the Company’s weighted average number of ordinary
shares in issue of 616,710,000 during the financial period ended 30 September 2024. There are no comparative
figures for the preceding corresponding period as there is no interim financial report prepared for the
comparative period concerned.

(4) Diluted EPS is equivalent to the basic EPS as the Company does not have any securities convertible into
ordinary shares of the Company at the end of the reporting period.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR


THE 3RD QUARTER ENDED 30 SEPTEMBER 2024 (1) (2)
Attributable to owners of the Company
Share Retained
capital earnings Total
RM'000 RM'000 RM'000

At 1 January 2024 18,164 19,211 37,375


Profit/Total comprehensive income - 5,035 5,035
Dividend paid - (4,440) (4,440)
At 30 September 2024 18,164 19,806 37,970

Notes:

(1) The basis of preparation of the Unaudited Condensed Consolidated Statements of Changes in Equity is detailed
in Note A1 and should be read in conjunction with the Audited Financial Statements for the financial year
ended 31 December 2023 and the accompanying explanatory notes attached to this interim financial report.

(2) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance with the
Listing Requirements.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 3 RD


QUARTER ENDED 30 SEPTEMBER 2024 (1) (2)
Year-to-date
30.09.2024 30.09.2023
RM’000 RM’000

Cash flows from operating activities


Profit before taxation 7,065 N/A
Adjustments for:
Depreciation of property, plant and equipment 2,352 N/A
Depreciation of right-of-use assets 1,637 N/A
Write off of property, plant and equipment 23 N/A
Finance cost 522 N/A
Interest income (65) N/A
Loss on disposal of investment in quoted shares 35 N/A
Net fair value gain on investment in quoted shares (37) N/A
Dividend income from investment in quoted shares (150) N/A
Operating profit before changes in working capital 11,382 N/A
Changes in working capital:
- Inventories (532) N/A
- Trade and other receivables (217) N/A
- Trade and other payables (1,194) N/A
Cash generated from operations 9,439 N/A
- Interest received 65 N/A
- Tax refunded 217 N/A
- Tax paid (1,950) N/A
Net cash generated from operating activities 7,771 N/A

Cash flows from investing activities:


Acquisition of property, plant and equipment (3,610) N/A
Investment in quoted shares (1,200) N/A
Proceeds from disposal of investment in quoted shares 446 N/A
Dividend received from investment in quoted shares 150 N/A
Net cash used in investing activities (4,214) N/A

Cash flows from financing activities


Repayment of lease liabilities (1,812) N/A
Dividend paid (4,440) N/A
Net cash used in financing activities (6,252) N/A

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 3 RD


QUARTER ENDED 30 SEPTEMBER 2024 (1) (2) (CONTINUED)
Year-to-date
30.09.2024 30.09.2023
RM’000 RM’000

Net decrease in cash and cash equivalents (2,695) N/A


Cash and cash equivalents at beginning of the financial period 15,158 N/A
Cash and cash equivalents at end of the financial period 12,463 N/A

Cash and cash equivalents at end of the financial period


comprise:
Cash and bank balances 12,463 N/A

Notes:

(1) The basis of preparation of the Unaudited Condensed Consolidated Statements of Cash Flows are detailed in
Note A1 and should be read in conjunction with the Audited Financial Statements for the financial year ended
31 December 2023 and the accompanying explanatory notes attached to this interim financial report.

(2) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance with the
Listing Requirements.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

A EXPLANATORY NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS


FOR THE 3RD QUARTER ENDED 30 SEPTEMBER 2024

A1. BASIS OF PREPARATION

Metro was incorporated in Malaysia under the Companies Act, 1965 and deemed registered under
the Companies Act, 2016 on 23 June 2010 as a private limited company. Metro was converted to a
public limited company and carried the legal name Metro Healthcare Berhad on 23 March 2011.

The unaudited interim financial statements of Metro and its subsidiaries (“Group”) and have been
prepared in accordance with the Malaysian Financial Reporting Standard (“MFRS”) 134: Interim
Financial Reporting.

This is the unaudited interim financial report on the consolidated results of the Group for the 3 rd
quarter ended 30 September 2024 announced by the Company in compliance with Rule 9.22 and
Appendix 9B of the Listing Requirements.

The unaudited interim financial report should be read in conjunction with the audited financial
statements for the financial year ended 31 December 2023 and the accompanying explanatory notes
attached to this interim financial report.

A2. MATERIAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year except
for the adoption of the following amendments to published standards:

• Amendments to MFRS 16, “Leases” (Lease Liability in a Sale and Leaseback)


• Amendments to MFRS 101, “Presentation of Financial Statements” (Classification of
Liabilities as Current or Non-current)
• Amendments to MFRS 101, “Presentation of Financial Statements” (Non-current
Liabilities with Covenants)
• Amendments to MFRS 107 “Statement of Cash Flows” and MFRS 7 “Financial
Instruments: Disclosures” (Supplier Finance Arrangements)

The above amendments to accounting standards effective during the financial period do not
have any significant impact to the financial results and position of the Company.

Accounting standard and amendments to accounting standards that are applicable for the
Company in the following periods but are not yet effective:

Annual periods beginning on/after 1 January 2025

• Amendments to MFRS 121, “The Effects of Changes in Foreign Exchange Rates” (Lack
of Exchangeability)

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

A EXPLANATORY NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS


FOR THE 3RD QUARTER ENDED 30 SEPTEMBER 2024 (CONTINUED)

A2. MATERIAL ACCOUNTING POLICIES (CONTINUED)

Annual periods beginning on/after 1 January 2026

• Amendments to MFRS 7, “Financial Instruments: Disclosures” and MFRS 9, “Financial


Instruments” (Amendments to the Classification and Measurement of Financial
Instruments)

Annual periods beginning on/after 1 January 2027

• MFRS 18, “Presentation and Disclosure in Financial Statements”


• MFRS 19, “Subsidiaries without Public Accountability: Disclosures”

Effective date yet to be determined by the Malaysian Accounting Standards Board

• Amendments to MFRS 10, “Consolidated Financial Statements” and MFRS 128,


“Investments in Associates and Joint Ventures” (Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture)

A3. AUDIT REPORT ON PRECEDING ANNUAL FINANCIAL STATEMENTS

There was no audit qualification in the annual financial statements of the Group for the financial
year ended 31 December 2023.

A4. SEASONAL OR CYCLICAL FACTORS

The Group’s operations were not affected by seasonal or cyclical factors.

A5. UNUSUAL ITEMS

There were no material unusual items affecting assets, liabilities, equity, net income or cash flows
of the Group during the current financial period under review.

A6. CHANGES IN ESTIMATES

There were no material changes in accounting estimates in the current financial period and financial
year-to-date under review.

A7. DEBT AND EQUITY SECURITIES

There were no issuance, cancellation, repurchase, resale or repayment of debt and equity securities
for the current financial period under review.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

A EXPLANATORY NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS


FOR THE 3RD QUARTER ENDED 30 SEPTEMBER 2024 (CONTINUED)

A8. DIVIDENDS PAID

The Board of Directors has on 18 March 2024 declared a single tier interim dividend of 0.72 sen
per Metro Share in respect of the financial year ending 31 December 2024. The interim dividend
amounting to RM4.44 million was paid on 5 April 2024.

A9. SEGMENTAL REPORTING

There is no segmental information presented as the Group is predominantly involved in the


provision of healthcare services in Malaysia.

A10. VALUATION OF PROPERTY, PLANT AND EQUIPMENT

There was no valuation of property, plant and equipment in the current quarter and current year-to-
date.

A11. RELATED PARTY TRANSACTIONS

The related party transactions of the Group have been entered into in the normal course of business.
Listed below are the transactions with related parties of the Group during the current financial
quarter under review and current year to date:

Individual quarter ended Cumulative quarter ended


30.09.2024 30.09.2023(1) 30.09.2024 30.09.2023(1)
RM'000 RM'000 RM'000 RM'000
Leases of premises
paid to:
- Directors 81 N/A 243 N/A
- Related companies 206 N/A 617 N/A

Note:

(1) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance
with the Listing Requirements.

A12. MATERIAL EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD

On 9 October 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that the Bonus Issue (as defined herein) has been completed following the listing of and quotation
for 205,570,000 Bonus Shares (as defined herein) on the LEAP Market of Bursa Securities.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

A EXPLANATORY NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS


FOR THE 3RD QUARTER ENDED 30 SEPTEMBER 2024 (CONTINUED)

A12. MATERIAL EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD


(CONTINUED)

On 15 November 2024, the Company had successfully delisted from the LEAP Market of Bursa
Securities and was admitted to the Official List of Bursa Securities pursuant to the listing of and
quotation for the entire enlarged issued share capital of the Company of RM56,287,798 comprising
of 978,905,000 Shares on the ACE Market of Bursa Securities.

Save as disclosed above, there were no material events subsequent to the end of the current financial
period and up to the date of this interim financial report.

A13. CHANGES IN THE COMPOSITION OF THE GROUP

There were no changes in the composition of the Group for the current financial period and financial
year-to-date.

A14. CONTINGENT ASSETS AND CONTINGENT LIABILITIES

There are no contingent assets and contingent liabilities as at the date of this interim financial report.

A15. CAPITAL COMMITMENTS

Save as disclosed below, there were no other additional material capital commitments in respect of
property, plant and equipment as at the end of the current financial period.

RM’000
Authorised and contracted for:
Property, plant and equipment
- Renovation of facility in Kelantan 143
- Refurbishment of facility in Kuala Selangor 131
274

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS

B1. REVIEW OF PERFORMANCE

There are no comparative figures for the preceding corresponding quarter and year-to-date results
as this is the first interim financial report announced by the Company for the period ended 30
September 2024 in compliance with the Listing Requirements.

The Group recorded a revenue of RM12.29 million for the current financial quarter ended 30
September 2024 and RM36.78 million for the cumulative financial period ended 30 September
2024 (“Cumulative Q3 2024”) mainly derived from the fertility and other obstetrics and
gynaecology (“O&G”) treatments.

The Group recorded gross profit of RM4.69 million for the financial quarter ended 30 September
2024 and RM15.43 million for the Cumulative Q3 2024.

The Group recorded profit before taxation of RM1.92 million for the financial quarter ended 30
September 2024 and profit before taxation of RM7.07 million for the Cumulative Q3 2024.

B2. COMPARISON WITH IMMEDIATE PRECEDING QUARTER

There are no comparative figures for the preceding corresponding quarter and year-to-date results
as this is the first interim financial report announced by the Company for the period ended 30
September 2024 in compliance with the Listing Requirements.

B3. PROSPECTS

Based on the Independent Market Research report dated 10 October 2024 as set out in prospectus
of the Company dated 24 October 2024 (“Prospectus”), the fertility, O&G services industry size
in Malaysia is forecast to grow at a CAGR of 11.0% between 2024 and 2026. As an O&G healthcare
service provider, Metro Group stands to benefit from this growth which is driven by:

(i) Decrease in total fertility rate in Malaysia which will create demand for fertility services;
(ii) Increase in disposable income and growth in population of females between 15 and 54
years that require O&G healthcare services will contribute to growth in demand for fertility
and other O&G services;
(iii) Advanced maternal age could lead to higher risks of complications during pregnancies and
increased incidences of complications will contribute to growing demand for other O&G
services; and
(iv) Government of Malaysia’s initiatives to encourage demand for fertility and other O&G
services.

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METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B3. PROSPECTS (CONTINUED)

As disclosed in Section 7.22 of the Prospectus, the Group intends to undertake future business
strategies including expansion of its healthcare facilities and refurbishment and upgrade of selected
existing facilities. As such, the Group will continue to:

- establish Metro as a trusted brand for women healthcare specialising in fertility treatments and
O&G; and

- develop and retain a pool of talented specialists, doctors and management staff.

Barring any unforeseen circumstances, the Board of Directors of the Company is optimistic of the
prospects of the Group’s financial performance for the financial year ending 31 December 2024.

B4. VARIANCE OF ACTUAL PROFIT FROM PROFIT FORECAST AND PROFIT


GUARANTEE

The Group has not issued any profit forecast or profit guarantee in any form of public
documentation and announcement.

B5. INCOME TAX EXPENSE

Individual quarter ended Cumulative quarter ended


30.09.2024 30.09.2023(1) 30.09.2024 30.09.2023(1)
RM'000 RM'000 RM'000 RM'000
Current taxation 416 N/A 2,030 N/A
Deferred taxation - N/A - N/A
Total 416 N/A 2,030 N/A

Effective tax rate (%) 21.71 N/A 28.73 N/A

Note:

(1) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance with
the Listing Requirements.

The effective tax rate for the current financial quarter ended 30 September 2024 was 21.71%, 2.29%
lower than the statutory tax rate of 24% due to decrease in deposit received from the patients who
signed up for fertility treatment packages subsequent to the initiation of our services for these
patients.

13 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B6. BORROWINGS AND DEBT SECURITIES

There are no borrowings and debt securities as at the end of the financial period ended 30 September
2024.

B7. STATUS OF CORPORATE PROPOSALS

On 13 April 2023, MIDF Amanah Investment Bank Berhad (“MIDF Investment”) on behalf of
the Board of Directors of the Company, announced that the Company has received a letter from its
major shareholder, Dr Tee Swi Peng @ Tay Swi Peng (“Letter from Major Shareholder”)
requesting the Board to consider undertaking the Transfer of Listing for Metro (as defined below),
comprising the following:

(i) voluntary withdrawal of listing of Metro from the LEAP Market of Bursa Securities
pursuant to Rules 8.05 and 8.06 of the LEAP Market Listing Requirements of Bursa
Securities (“Withdrawal”); and

(ii) listing of Metro on the ACE Market of Bursa Securities pursuant to Rules 3A.02(1) and
3A.02(2) of the ACE Market Listing Requirements of Bursa Securities (“Listing”).

The Withdrawal and Listing are collectively referred to as the “Transfer of Listing”.

On 25 May 2023, MIDF Investment on behalf of the Board, announced that the Board had
deliberated on the Letter from Major Shareholder and agreed to undertake the Transfer of Listing.
The Board had also on the same date informed that the Company intends to seek shareholders’
approval in respect of the adoption of new constitution of the Company (“Adoption of New
Constitution of the Company”) at the extraordinary general meeting to be convened. The
Adoption of New Constitution of the Company is mainly to facilitate the implementation of the
Transfer of Listing.

On 16 August 2023, MIDF Investment on behalf of the Board, announced that the Company had
sought the approval of Bursa Securities for the exemptions from having to extend the shareholders
a reasonable cash alternative or other reasonable alternatives (“Exit Offer”) and appointment of
independent adviser to advise and make recommendations or the consideration of the shareholders
in connection with the withdrawal of its listing as well as the fairness and reasonableness of the
Exit Offer pursuant to Rules 8.06(1)(c) and 8.06(1)(d) of the LEAP Market Listing Requirements,
respectively (“Exemption Application”). Pursuant thereto, Bursa Securities had, vide its letter
dated 16 August 2023, resolved to approve the Exemption Application subject to the condition that
the Minority Shareholders’ Undertaking Letters remain valid and binding until the completion of
the Withdrawal.

14 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B7. STATUS OF CORPORATE PROPOSALS (CONTINUED)

On 10 May 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced that
the following applications in relation to the Transfer of Listing have been submitted to the relevant
authorities:
- the listing application, draft prospectus and application for the Withdrawal pursuant to the
Transfer of Listing;
- the additional listing application for the bonus issue of 205,570,000 new Shares (“Bonus
Shares”) on the basis of 1 Share for every 3 existing Shares held on an entitlement date to
be to be determined and announced later (“Bonus Issue”);
- the application to the Equity Compliance Unit of the Securities Commission Malaysia for
the resultant equity structure of the Company pursuant to the Transfer of Listing; and
- the application to Ministry of Investment, Trade and Industry, Malaysia (“MITI”) in
relation to the Transfer of Listing.

On 8 August 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced that
Bursa Securities had, vide its letter dated 8 August 2024, resolved the following:

(i) to approve the transfer of listing of and quotation for the entire enlarged issued share capital
of Metro from the LEAP Market to the ACE Market of Bursa Securities comprising
978,905,000 Shares on the ACE Market of Bursa Securities; and
(ii) to grant approval-in-principle for registration of the listing prospectus of Metro. In this
regard, MIDF Investment is required to provide a confirmation of registration before 12.30
p.m. at least seven (7) market days prior to the intended date of registration.

Metro and/or MIDF Investment are required to comply with the following:

(i) Submit the following information with respect to the moratorium on the shareholdings of
the specified shareholders to Bursa Malaysia Depository Sdn Bhd:
a. Name of shareholders;
b. Number of shares; and
c. Date of expiry of the moratorium for each block of shares.

(ii) Confirm that approvals from other relevant authorities have been obtained for
implementation of the Transfer of Listing;

(iii) The Bumiputera equity requirements for public listed companies as approved/exempted by
the Securities Commission Malaysia including any conditions imposed thereon;

(iv) Make the relevant announcements pursuant to Paragraphs 8.1 and 8.2 of Guidance Notes
15 of the ACE Market Listing Requirements (“ACE LR”);

(v) Furnish to Bursa Securities a copy of the schedule of distribution showing compliance with
the public shareholding spread requirements based on the entire issued share capital of the
Company on the first day of listing on the ACE Market;

15 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B7. STATUS OF CORPORATE PROPOSALS (CONTINUED)

(vi) In relation to the public offering to be undertaken by the Company, to announce at least 2
market days prior to the listing date, the result of the offering including the following:
a. Level of subscription of public balloting and placement;
b. Basis of allotment/allocation;
c. A table showing the distribution of placement tranche; and
d. Disclosure of placees who become substantial shareholders of the Company arising from
the public offering, if any.

(vii) MIDF Investment must ensure that the overall distribution of the Company’s securities is
properly carried out to mitigate any disorderly trading in the secondary market; and

(viii) Metro / MIDF Investment to furnish Bursa Securities with a written confirmation of its
compliance with the terms and conditions of Bursa Securities’ approval upon the admission
of the Company to the Official List of the ACE Market.

Metro and MIDF Investment are required to ensure full compliance with all requirements as
provided under the ACE LR at all times.

On 13 August 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that the SC had, vide its letter dated 12 August 2024, approved the resultant equity structure of the
Company pursuant to the Listing under the Bumiputera equity requirement for public listed
companies, subject to the following conditions:

(i) Metro to allocate shares equivalent to 12.5% of its enlarged number of issued shares to
Bumiputera investors to be approved by the MITI in conjunction with the Listing; and

(ii) Metro to make available at least 50% of the shares offered to the Malaysian public investors
via balloting to Bumiputera public investors.

On 10 September 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that MITI had, vide its letter dated 9 September 2024, agreed with the Listing with a total
978,905,000 Shares and the Company will comply with the 12.50% Bumiputera Requirement by
allocating 122,363,200 Shares representing 12.50% of the Company’s enlarged issued share capital
to Bumiputera investors approved by MITI.

On 23 September 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that Bursa Securities had, vide its letter dated 20 September 2024, approved the application for the
Withdrawal pursuant to the Transfer of Listing.

In this regard, MIDF Investment is required to furnish Bursa Securities with a letter ("MIDF
Investment Confirmation Letter"), confirming the following:

16 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B7. STATUS OF CORPORATE PROPOSALS (CONTINUED)

(i) That the details of the shareholders of Metro, including their direct and indirect
shareholdings (in number and percentage) as at 25 May 2023 as disclosed in MIDF
Investment's letter dated 26 May 2023 remain unchanged as at the date of MIDF Investment
Confirmation Letter, save for the Bonus Shares to be issued pursuant to the Bonus Issue
(as defined in the circular dated 30 January 2024);

(ii) That the requirements of Rule 8.06(1) of the LEAP Market Listing Requirements have been
complied with or waived by Bursa Securities, as the case may be;

(iii) That all conditions, including conditions imposed by the relevant authorities which are
required to be met prior to the delisting have been met; and

(iv) That there are no circumstances or facts which have the effect of preventing or prohibiting
the delisting including any order, injunction or any other directive issued by any court of
law.

Further, Metro is required to announce, 5 clear market days before the effective date of the
suspension, the following:

(i) The trading in Metro Shares on the LEAP Market of Bursa Securities will be suspended
one market day before the date of allotment of the new Metro Shares to be issued pursuant
to the Listing until the completion of the Listing; and

(ii) The effective date of suspension.

The delisting of Metro will take place after trading in Metro Shares has been suspended.

On 27 September 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that Metro had on 27 September 2024 entered into an underwriting agreement with MIDF
Investment, being the Underwriter, for the underwriting of 34,261,800 Issue Shares which are
available for application by the Malaysian Public and Eligible Persons.

On 9 October 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that the Bonus Issue has been completed following the listing of and quotation for 205,570,000
Bonus Shares on the LEAP Market of Bursa Securities.

On 24 October 2024, Metro issued its Prospectus in relation to the initial public offering (“IPO”)
in conjunction with the Transfer of Listing of Metro comprising public issue of 156,625,000 new
Shares in Metro in the following manner:

(i) 24,472,600 new Shares made available for application by Malaysian Public;
(ii) 9,789,200 new Shares made available for application by the eligible directors and
employees as well as persons who have contributed to the success of Metro and its
subsidiaries; and

17 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B7. STATUS OF CORPORATE PROPOSALS (CONTINUED)

(iii) 122,363,200 new Shares by way of private placement to Bumiputera investors approved
by the MITI.

On 1 November 2024, MIDF Investment on behalf of the Board of Directors of Metro, announced
that, as stipulated in the Decision Letter:

(i) The trading in Metro Shares on the LEAP Market of Bursa Securities will be suspended
one market day before the date of allotment of the new Metro Shares to be issued pursuant
to the Listing until the completion of the Listing; and

(ii) The effective date of suspension shall be from 12 November 2024 onwards.

The Company has successfully transferred to the ACE Market of Bursa Securities on 15 November
2024, with the listing of and quotation for the entire enlarged issued share capital of the Company
of RM56,287,798 comprising of 978,905,000 Shares on the ACE Market of Bursa Securities

Save as disclosed above, there were no corporate proposals announced but pending completion as
at the date of this interim financial report.

B8. UTILISATION OF PROCEEDS

The status of utilisation of gross proceeds of approximately RM39.16 million from the Public Issue
are as follows:-

Purpose Proposed Actual Intended Deviation Explanations


Utilisation Utilisation Timeframe (if deviation is
for 5% or more)
Utilisation
RM’000 RM’000 Amt %
Expansion of 25,000 - Within 36 - - -
existing O&G months
business
Refurbishment 3,000 937 Within 24 - - -
and upgrading of months
the business
premises
Working capital 7,329 - Within 36 - - -
months
Estimated listing 3,827 3,714 Within 1 - - -
expenses month
Total 39,156 4,651 - - -

18 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B8. UTILISATION OF PROCEEDS (CONTINUED)

The utilisation of proceeds as disclosed above should be read in conjunction with the Prospectus.

B9. MATERIAL LITIGATION

As at the date of this interim financial report, there is no material litigation or arbitration by/against
the Group, which has a material effect on the financial position of the Group and the Board is not
aware of any material proceedings pending or threatened or of any fact likely to give rise to any
proceedings.

B10. DIVIDENDS

No dividend has been proposed for the current quarter ended 30 September 2024. The Board of
Directors has on 18 March 2024 declared a single tier interim dividend of 0.72 sen per Metro Share
in respect of the financial year ending 31 December 2024. The interim dividend amounting to
RM4.44 million was paid on 5 April 2024.

B11. DERIVATIVES

As at 30 September 2024, the Group does not have any derivatives financial instruments.

19 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B12. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF


PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Individual quarter ended Cumulative quarter ended


30.09.2024 30.09.2023(1) 30.09.2024 30.09.2023(1)
RM'000 RM'000 RM'000 RM'000

(a) dividend income 46 N/A 150 N/A


(b) rental income 4 N/A 13 N/A
(c) interest income 15 N/A 65 N/A
(d) educational seminar 171 N/A 262 N/A
(e) net fair value gain on - N/A 37 N/A
investment in quoted shares
(f) depreciation of property, (839) N/A (2,352) N/A
plant and equipment
(g) depreciation of right-of-use (527) N/A (1,637) N/A
assets
(h) finance cost (165) N/A (522) N/A
(i) loss on disposal of (1) N/A (35) N/A
investment in quoted shares
(j) write off of property, plant - N/A (23) N/A
and equipment
(k) net fair value loss on (171) N/A - N/A
investment in quoted shares

Note:

(1) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance with the
Listing Requirements.

20 | P a g e
METRO HEALTHCARE BERHAD (Registration No. 201001021746 (905516-M))
Registered Address: Third Floor, No.77, 79 & 81, Jalan SS21/60,
Damansara Utama, 47400 Petaling Jaya, Selangor.

B ADDITIONAL INFORMATION REQUIRED UNDER THE LISTING REQUIREMENTS


(CONTINUED)

B13. EPS

Individual quarter ended Cumulative quarter ended


30.09.2024 30.09.2023(1) 30.09.2024 30.09.2023(1)
RM'000 RM'000 RM'000 RM'000
Earnings attributable 1,500 N/A 5,035 N/A
to ordinary equity
holders

Weighted average 616,710 N/A 616,710 N/A


number of ordinary
shares in issue
as at 30.09.2024

Basic earnings per 0.24 N/A 0.82 N/A


ordinary shares (sen)

Note:

(1) No comparative figures for the preceding corresponding period are presented as this is the first interim
financial report announced by the Company for the period ended 30 September 2024 in compliance with
the Listing Requirements.

21 | P a g e

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