Corporate Governance Report

N.A.: Not Applicable

All Directors update and declare their board appointments to the Board and the Company Secretary. When a Director has multiple board representations, the NC will consider whether the Director is able to and has adequately carried out his/her duties as a Director of the Company, taking into consideration the Director’s number of listed company board representations and other principal commitments. The NC has reviewed and is satisfied that notwithstanding multiple board appointments, the Directors have been able to devote sufficient time and attention to the affairs of the Company to adequately discharge their duties as Director of the Company. Please refer to “Board of Directors” section for further disclosure in relation to multiple board representations.

Provision 1.6 – Access to information

The Board receives management accounts on a half-yearly basis, as well as relevant background information and documents relating to items of businesses to be discussed at Board or Board Committee meetings before the scheduled meeting. These management accounts present a balanced and understandable assessment of the Group’s performance, position and prospects on a half-yearly basis, which has been assessed by the Board to be sufficient. The Board was provided with timely, adequate and complete information, which enable Directors to engage in meaningful discussions for decision-making in the best interests of the Company. The Chief Executive Officer (“CEO”) provided the Board with business updates from time to time. For other matters where the Board is required to make decisions, Directors received sufficient background and explanatory information on financial, business and corporate issues to enable the Directors to be properly briefed on issues to be considered. Any additional materials or information requested by the Directors are promptly furnished.

The Board takes adequate steps to ensure compliance with legislative and regulatory requirements.

Provision 1.7 – Access to Management, Company Secretary and External Advisers

The Directors have separate and independent access to the Management, Company Secretary and external advisers (where necessary) at the Company’s expense. The Company Secretary and/or their representatives attend all Board and Board Committee meetings and assist the Board and the Board Committees in ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with.

Under the direction of the Chairman, the Company Secretary’s responsibilities include ensuring good information flows with the Board and its Board committees and between Management and Independent and Non-Executive Directors, advising the Board on all governance matters as well as facilitating orientation and assisting with professional development as required.

The appointment and removal of the Company Secretary are subject to the Board’s approval as a whole.

The Board as a whole is updated on risk management and the key changes in the relevant regulatory requirements and accounting standards. In FY25, the Directors were provided with updates on changes in the relevant laws, regulations and Singapore Financial Reporting Standards (International) by the external auditor, Sponsor and the Company Secretary. The Board (whether individually or as a group) has, in the furtherance of its duties, separate and independent access to external advisers for independent professional advice, if necessary, at the Company’s expense.

All Directors are also provided with regular updates on changes in the relevant laws, regulations and commercial risks, to enable them to make well informed decisions and to ensure that the Directors are competent in carrying out their expected roles and responsibilities.

Board Composition and Guidance

Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company.

Provision 2.1 – Board Independence

The Company believes that there should be a strong and independent element in the Board to exercise objective judgment on corporate affairs. As at date of this Report, the Board comprises four (4) Directors, of which two (2) are Independent Directors as follows:

Dr Yu Lai Boon (Non-Executive Chairman and Independent Director)
Mr Chua Khoon Hui (CEO and Executive Director)
Mr Chua Khing Seng (Non-Executive Independent Director)
Mr Teo Kok Woon (Non-Executive Non-Independent Director)

There is a strong and independent element on the Board with Independent Directors making up half of the Board composition. Moreover, the Non-Executive Directors make up a majority of the Board. As the Chairman of the Board is independent, Provision 2.2 of 2018 Code requiring Independent Directors to make up a majority of the Board does not apply to the Company. The Group is in compliance with the Catalist Rules, which require the Independent Directors to make up at least one-third of the Board, and Provision 2.3 of 2018 Code, which require the Non-Executive Directors making up majority of the Board.

The NC is of the opinion that the Board is able to exercise objective judgement on corporate affairs independently and no individual or small group of individuals dominate the Board’s decision making process.

In assessing and reviewing the independence of the Independent Directors, the NC adopts the definition and circumstances as provided in the Code, Practice Guidance to the Code and Rule 406(3)(d) of the Catalist Rules. The Board and NC consider a Director to be “independent” as one who has no relationship with the Company, its related corporations, substantial shareholders or officers, which could interfere or be perceived to interfere with the Directors’ independent judgment with a view to the best interests of the Group.

The Board concurred with the aforementioned independence review of the NC.

Provision 2.2 – Majority Indepedent Directors where Chairman is not independent

Provision 2.3 – Majority Non-Executive Directors in a Board

Provision 2.5 – Meeting of non-executive Directors without Management

The non-executive Directors constructively challenge and assist in the development of proposals on strategy, review the performance of Management on a regular basis. The non-executive Directors, led by the independent Chairman, meet regularly without Management’s presence in order to facilitate a more effective check on Management, and provides feedback to the Board as appropriate.

Chairman and Chief Executive Officer

Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.

Provision 3.1 – Separation of the role of the Chairman and the CEO

Provision 3.2 – Role of the Chairman and the CEO

Dr Yu Lai Boon (“Dr Yu”) is currently the Independent Director and the Non-Executive Chairman of the Board while (“Mr Chua”) is the CEO and Executive Director. The Chairman and the CEO have defined responsibilities which ensure that there is an appropriate balance of power and increased accountability and greater capacity of the Board, in terms of independent decision making. The Chairman is responsible for the effective functioning of the Board, while the CEO is responsible for the operations and management of the Group’s businesses.

The Chairman’s duties and responsibilities include:

(i) leading the Board to ensure its effectiveness on all aspects of its role;

(ii) setting the agenda and ensuring that adequate time is available for discussion of all agenda items;

(iii) promoting a culture of openness and debate at the Board;

(iv) exercising control over the quality, quantity and timeliness of the flow of information between Management and the Board;

(v) ensuring effective communication with shareholders;

(vi) encouraging constructive relations within the Board and between the Board and Management;

(vii) facilitating the effective contribution of non-executive Directors;

(viii) promoting high standards of corporate governance.

In addition to the above duties, the Chairman will assume other duties and responsibilities as may be required from time to time.

The CEO is responsible for formulating corporate strategies for the Group as well as day-to-day management, ensuring that its operations run smoothly and overseeing the business development activities, sales, marketing and procurement functions of the Group. All major proposals and decisions made by the CEO are discussed and reviewed by the Board. His performance and appointment to the Board is reviewed periodically by the NC and his remuneration is reviewed periodically by the RC. As the AC, NC and RC comprise mainly Independent Directors, the Board believes that there is a sufficiently strong element of independence on the Board and that adequate safeguards are in place to prevent a concentration of power and authority in any one individual.

Provision 3.3 – Lead Independent Director

The Chairman is independent with each Board Committee chaired and led by independent Directors. There is a balance of power in the Board with the Chairman being independent and each Board Committee chaired and led by independent Directors. As there is separation in the roles of the Chairman and CEO to preserve effective corporate governance, the appointment of a Lead Independent Director as set out in Principle 3.3 of the 2018 Code is not necessary. Independent Directors meet regularly without the presence of other Directors. Independent Directors are available to shareholders where they have concerns and for which contact through the normal channels of communication with Management is inappropriate or inadequate.

Board Membership

Principle 4: The Board has a formal and transparent process for the appointment and reappointment of Directors, taking into account the need for progressive renewal of the Board.

Provision 4.1 and 4.2 – Roles and composition of the NC

Nominations of new Directors and retirement of Directors are recommended by the NC and considered by the Board as a whole.

As at the date of this Report, the NC comprises the following members, majority of whom including the Chairman of the NC are Independent Directors:

Mr Chua Khing Seng (Independent Director) (Chairman)

Mr Teo Kok Woon (Non-Independent Director) (Member)

Dr Yu Lai Boon (Independent Director) (Member)

The key terms of reference of the NC are summarised as follows:

(a) Reviews and makes recommendations to the Board on all Board appointments and re-appointments of Directors;

(b) Reviews of succession plans for Directors, in particular the CEO and Management;

(c) Reviews the Board structure, size and composition and makes recommendations to the Board with regards to any adjustments that are deemed necessary;

(d) Determines the independence of the Board;

(e) Recommends the process and criteria to assess the effectiveness and performance of the Board, its Board Committees and contribution of each Director; and

(f) Reviews training and professional development programmes for the Board.

During FY25, the NC performed the aforementioned activities.

Provision 4.3 – Board Renewal

Provision 4.4 – Independence review of Directors

The NC will review succession plan annually to ensure continuity of leadership. For new appointments to the Board, the NC will consider the current size, composition and diversity of the Board, and decide if the candidate’s background, expertise and knowledge will complement the skills and competencies of the existing Board. The candidate must be a person of integrity and able to commit sufficient time and attention to the affairs of the Group, especially if he has multiple Board representations and/or principal commitments.

If a vacancy arises under any circumstances, or where it is considered that the Board would benefit from the services of a new Director, the NC, in consultation with the Board, will determine the selection criteria taking into consideration the aforementioned and select the appropriate candidate for the position.

In its search and nomination process for new Director, other than through a formal search process via external search consultants, if required, the NC will also tap on the resources of the Directors’ personal contacts and their recommendations for potential candidates. The NC will shortlist and interview potential candidates with the appropriate profile to assess his/her suitability before nominating the most suitable candidate to the Board for approval and appointment as a Director.

Based on Rule 720(4) of the Catalist Rules, a listed issuer must have all Directors submit themselves for re- nomination and re-appointment at least once every three years. In accordance with the Constitution, one- third of the Directors shall retire from office at every Annual General Meeting of the Company (“AGM”) and a retiring Director shall be eligible for re-election at the said AGM. All Directors shall retire from office at least once every three (3) years. Newly appointed Directors are required to submit themselves for re- nomination and re-election at the next AGM following their appointment. Each member of the NC shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as a Director.

At the forthcoming AGM, Dr Yu will be retiring pursuant to Regulation 107 of the Constitution and being eligible for re-election, has offered himself for re-election at the forthcoming AGM. Dr Yu will, upon reelection as a Director, remain as Non-Executive Chairman, Independent Director, Chairman of the Audit
Committee and Remuneration Committee, and a member of the Nominating Committee. Pursuant to Rule 720(5) of the Catalist Rules, detailed information on Dr Yu who is seeking re-election at the AGM can be found under the “Disclosure of Information on Director Seeking Re-election” section of this Annual Report.

The NC is responsible for determining annually, or as and when circumstances require, whether a Director is independent, with reference to the guidelines set out in the 2018 Code and the Catalist Rules. Further details on the NC’s assessment in respect of the independence of the Independent Directors have been set out under Principle 2 of this Report above. Each NC member does not take part in determining his own re-nomination or independence. Each Independent Director is required to submit a return of independence to the Company Secretary as to his/her independence, who in turn submits the returns to the NC. The NC reviews the returns and determines the independence of each of the Directors and makes its recommendation to the Board. An Independent Director shall notify the NC immediately if, as a result of a change in circumstances, he/she no longer meets the criteria for independence. The NC shall review the change in circumstances and make its recommendation to the Board.

The NC has assessed the independence of the Independent Director, namely Dr Yu and Mr Chua Khing Seng (“Mr Chua KS”), based on the criteria of independence defined in the Code and Rule 406(3)(d) of the Catalist Rules. The NC is satisfied that there are no relationships or circumstances which were likely to interfere, or could appear to interfere with the independent business judgement of Dr Yu and Mr Chua KS, or that would render them not independent, in acting in the best interests of the Group. Dr Yu and Mr Chua KS had abstained from deliberations in respect of assessment of their own independence.

Provision 4.5 – Duties and obligations of Directors

The NC ensures that all newly-appointed Directors are aware of their duties and obligations. Although some of the Non-Executive Directors hold multiple directorships in other companies or principal commitments, the Board is of the view that such multiple board representations or principal commitments do not hinder them from carrying out their duties as Directors of the Company. All Directors are required to declare their board representations and other principal commitments outside of the Group. The NC has determined that the maximum number of listed company board representations and principal commitments which any Director of the Company may hold should not be more than four (4). Despite this limit, the NC will continue to monitor and determine annually, on a case-by-case basis, whether the Directors have given sufficient time and attention to the affairs of the Company and adequately carry out his/her duties as a Director of the Company. As at the date of this Report, the number of listed company directorships and principal commitments held by the Directors is within the maximum limit, save for Mr Teo who is a Non-Independent Director of the Company.

The NC, together with the Board, is satisfied that the Directors have discharged their duties diligently, given that sufficient time, attention, resources and expertise have been given by the Directors to the affairs of the Group, notwithstanding that some of the Directors have multiple board representations as well as any other principal commitments. These Directors would widen the experience of the Board and give it a broader perspective.

Please refer to the “Board of Directors” section of the annual report for the profile of the Directors, including the listed company directorships and principal commitments of each Director. The shareholdings of the individual Directors of the Company are set out in the Directors’ Statement of the annual report.

Board Performance

Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its Board Committees and individual Directors.

Provisions 5.1 and 5.2 – Board Evaluation Process

A formal assessment of the effectiveness of the Board as a whole, the Board Committees and the contribution of each Director to the effectiveness of the Board is conducted annually by having the Directors complete a questionnaire. The process and criteria set out in such questionnaire is recommended by the NC and approved by the Board. The findings are analysed and discussed with a view to implement certain recommendations to further enhance the effectiveness of the Board.

For FY25, the NC, in assessing the contribution of each Director, had considered the attendance and participation at Board and Board Committee meetings, the qualifications, experience, expertise, the time and effort dedicated to the Group’s business and affairs, including Management’s access to the Directors for guidance or exchange of views as and when necessary.

Each member of the NC shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination as Director.

In assessing the effectiveness of the Board and Board Committees, the criteria including the size, composition, processes of the Board and Board Committees, Board’s and Board Committees’ access to information, strategic planning and accountability were taken into consideration.

The NC is of the opinion that the above performance evaluation criteria are currently adequate. The NC has assessed the performance of the Board and each individual director for FY25 and is of the view that the performance of the Board as a whole and each individual Director was satisfactory and able to continue to contribute effectively and demonstrate commitment to the appointed role.

There was no change in the process of evaluation during FY25.

The Board has not engaged any external consultant to conduct an assessment of the performance of the Board, Board Committees and each individual Director for FY25. Where relevant, the NC will consider such an engagement.

A. REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

Principle 6: The Board has a formal and transparent procedure for developing policies on Director and executive remuneration, and for fixing the remuneration packages of individual Directors and key management personnel. No Director is involved in deciding his or her own remuneration.

Provisions 6.1 and 6.2 – Composition of the RC

As at the date of this report, the members of the RC comprise the following non-executive Directors, majority of whom including the Chairman are independent:

Dr Yu Lai Boon (Independent Director) (Chairman)

Mr Chua Khing Seng (Independent Director) (Member)

Mr Teo Kok Woon (Non-Independent Director) (Member)

The Chairman of the RC, Dr Yu, has a good working knowledge of human resource and executive compensation from his many years of general management experience.

The functions of the RC contained in its written terms of reference include, among others,

(a) the review of a framework of remuneration and implementation of formal and transparent processes by which the remuneration packages of all the Executive Directors (in the form of service agreements) and at least the key management personnel (in terms of aggregate remuneration) for recommendation to the Board;

(b) the review and recommendation to the Board on specific remuneration packages for each director and KMP; and

(c) to consider long-term incentives schemes for Executive Directors and KMP and review their eligibility for benefits under the schemes.

In FY25, the RC has duly performed the aforementioned activities.

Provision 6.3 – Remuneration framework

The RC considers all aspects of remuneration, including termination terms, to ensure they are fair. The RC also reviewed the remuneration packages of employees who are immediate family members of a Director, CEO or substantial shareholder.

No RC member or any Director is involved in deliberations in respect of any remuneration, compensation, options or any form of benefits to be granted to himself, except for providing information and documents specifically requested by the RC to assist it in its deliberations.

Directors’ fees are recommended by the RC and submitted for endorsement by the Board. Directors’ fees are subject to approval by shareholders at the forthcoming AGM.

Provision 6.4 – Remuneration consultant

The RC has access to professional advice from experts outside the Company on remuneration matters for Directors and KMPs as and when necessary. No remuneration consultants were engaged by the Company in FY25.

Level and Mix of Remuneration

Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the Company, taking into account the strategic objectives of the Company.

Provisions 7.1 and 7.3 – Remuneration of executive Directors and KMPs

In setting the remuneration packages of the executive Director and key management personnel, the RC ensures that remuneration packages of the executive Director and key management personnel are comparable within the industry as well as with similar companies. Accordingly, a significant and appropriate proportion of the remuneration packages of the executive Director and key management personnel is structured to link rewards to corporate and individual performance, whereby the performance-related remuneration is aligned with the interests of shareholders and link rewards to corporate and individual performance so as to promote the long-term sustainability of the Group.

The RC considers the Group’s relative performance, the contributions and responsibilities of the individual executive Director and KMP in its review and recommendation of their remuneration. The RC also takes into consideration the criteria such as leadership, people development, commitment and teamwork in assessing the individual’s performance.

The Company entered into a service agreement (the “Service Agreement”) with Mr Chua KH, CEO and Executive Director of the Company. The Service Agreement took effect on 7 February 2019 and shall continue for an initial period of three (3) years and upon the expiry of such period, the employment of Mr Chua KH shall be automatically renewed on a year-to-year basis on such terms and conditions as the parties may agree. Mr Chua KH’s employment was automatically renewed in February 2025. The remuneration of Mr Chua includes, among others, a fixed salary and a variable performance bonus at the discretion of the RC, taking into account his performance as well as the performance of the Group, and there are no onerous compensation commitments on the part of the Company in the event of an early termination of the service of Mr Chua KH

The remuneration package of the key management personnel comprises a basic salary component and a variable component which is the annual bonus, based on the performance of the Group as a whole and their individual performance.

Provision 7.2 – Remuneration of non-executive Directors

The non-executive Directors (including independent Directors) do not have any service agreements with the Company. Independent Directors are paid a basic fee for sitting on any of the Board Committees and an additional fee to reflect their added responsibility as Chairman of the respective Board Committees, where applicable. Save for the Directors’ fees, which have to be approved by the shareholders at every AGM, the non-executive Directors do not receive any remuneration from the Group. The remuneration of the non- executive Directors is appropriate, having taken into consideration the level of contribution, as well as effort, time spent and responsibilities of the non-executive Directors.

Provision 7.3 – Long Term incentives

The NC is of the view that the current remuneration framework as discussed in Provisions 7.1, 7.2 and 7.3 is appropriate to attract, retain and motivate the Directors to provide good stewardship of the Company and KMPs to successfully manage the Group for the long term.

At the AGM held on 24 April 2023, shareholders approved the adoption of the TSH Performance Share Plan 2023 (“TSH PSP 2023”) and is subject to a maximum period of 10 years commencing on the date of adoption. The TSH PSP 2023 is a share incentive scheme that grants fully paid shares to (i) Group Non Executive Directors as part of their remuneration in lieu of cash or, where the RC deems appropriate, to give recognition to their contributions to the success and development of the Group and (ii) Group Employees whose contributions are essential to the long-term growth and profitability of the Group, and to give recognition to outstanding Group Employees who have contributed to the success and development of the Group. The TSH PSP 2023 gives an opportunity for the Group Employees and Group Non-Executive Directors to have a personal equity interest in the Company and will help to achieve positive objectives for long-term success of the Group.

The TSH PSP 2023 is based on the principle of pay-for-performance and under the TSH PSP 2023, the RC, in consultation with the Executive Director, will be able to determine the performance conditions for employees (including the Executive Director) to fulfil, upon which they may be awarded shares. As employees work towards attaining such performance conditions, which can be tied to the financial performance or results of the Company, an anticipated award of shares can provide additional motivation for such employees to hit or exceed such performance conditions, seeing as such employees’ interests will be aligned with the positive performance and long-term success of the Group.

The Group does not use contractual provisions to allow the Group to reclaim incentive components of remuneration from the Executive Director and KMPs in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Group. The Executive Director owes
a fiduciary duty to the Company. The Company should be able to avail itself to remedies against the Executive Director in the event of such breach of fiduciary duties. The RC would review such contractual provision as and when necessary.

Disclosure on Remuneration

Principle 8: The Company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.

Provision 8.1 – Disclosure of remuneration

(a) Directors

In accordance with Rule 1204(10D) of the Catalist Rules, a breakdown of the remuneration paid/payable to each Director and the CEO by the Company and its subsidiaries in FY25 is as follows:

1 – The fee is subject to approval by shareholders at the forthcoming AGM.

2 – The salary and bonus amounts are inclusive of employer’s contribution for Singapore Central Provident Fund (“CPF”).

(b) Key Management Personnel

The 2018 Code recommends the Company to name and disclose the remuneration of at least the top five (5) KMP, who are not directors or CEO of the Company. For FY25, the Company had three (3) KMPs (who is not a director or CEO of the Company).

A breakdown showing the remuneration level and mix of the Company’s top key management personnel (who is not a director or CEO of the Company) is as follows:

1 – The salary and bonus amounts are inclusive of employer’s contribution for CPF.

There were no termination, retirement and post-employment benefits granted to any Directors or KMPs during FY25, and there are no termination, retirement and post-employment benefits that may be granted to the KMPs.

The Board is of the opinion that it is not in the best interests of the Company or its shareholders to disclose the aggregate remuneration paid/payable to the KMPs due to commercial sensitivity reasons which may adversely affect talent attraction and retention. Despite its deviation from Provision 8.1(b) of the 2018 Code, the Board is of the view that the Company has provided a high level of transparency on remuneration matters, as information on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration and the relationships between remuneration, performance and value creation had been disclosed in detail in the preceding paragraphs. Further, the presentation of remuneration bands no wider than S$250,000 and breakdown of the level and mix of remuneration, in line with the intent of Principle 8 of the 2018 Code, is sufficient to enable shareholders to understand Company’s remuneration policies in relation to its KMPs.

Provision 8.2 – Remuneration of related employees

Ms Ng Pei Wah, Director, Operations of the Group, is the spouse of Mr Chua KH, CEO and Executive Director. Her remuneration for FY25 was in the band of S$150,001 to S$200,000. The remuneration of such employee will be reviewed annually by the RC and Board to ensure that their remuneration packages are in line with the Group’s staff remuneration guidelines and commensurate with their respective job scopes and levels of responsibilities. Any bonuses, pay increases and/or promotions for these related employees will also be subject to the review and approval of the RC and Board.

Save as disclosed above, there are no other employees who are substantial shareholders of the Company, or are immediate family members of a Director or the CEO or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during the financial year.

Provision 8.3 – Forms of remuneration and details of employee share schemes

Details pertaining to the form of remuneration and other payments and benefits of Directors and KMPs are disclosed under Provisions 8.1 and 8.2 above. No share awards were granted to any Group Employees and Non-executive Directors under the TSH PSP 2023 in FY25 and since its adoption on 24 April 2023.

C. ACCOUNTABILITY AND AUDIT

Risk Management and Internal Controls

Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the Company and its shareholders

Provision 9.1 – Nature and extent of risks

The Board as a whole undertakes the oversight responsibilities for risk governance of the Group and determines the nature and extent of risks which the Company is willing to take in achieving its strategic objectives and value creation. Based on the Group’s business and operations, the Board agreed that a separate Board Risk Committee will not be effective to preserve corporate governance. However, the Board regularly reviews the Group’s business and operational activities to identify areas of significant business risks as well as appropriate measures to control and mitigate these risks. The Company’s outsourced internal auditors was tasked to review all significant control policies and procedures and highlight all significant matters to the AC and the Board.

Provision 9.2 – Assurance from the CEO, Group CFO and KMPs

For the financial year under review,

(i) the CEO and Group CFO have provided assurance that the financial records have been properly maintained and the consolidated financial statements of the Group give a true and fair view of the Group’s operations and finances, and
(ii) the CEO, Group CFO and the other KMPs have provided assurance regarding the adequacy and effectiveness of the Group’s risk management and internal control systems.

The Board and the AC will continue to review such risk management and internal control systems at least on an annual basis.

With the concurrence of the AC, the Board is of the opinion that the system of internal controls and risk management processes throughout the financial year are adequate for the Group. The AC constantly reviews the effectiveness and adequacy of internal controls and the risk management processes adopted by the Group. The Board, with the concurrence of the AC, is satisfied that the Group has a robust internal control systems (including financial, operational, compliance and information technology) and risk management which is adequate and effective as at the date of this report to meet the needs of the Group in its current business environment.

Audit Committee

Principle 10: The Board has an Audit Committee which discharges its duties objectively.

Provisions 10.1, 10.2 and 10.3 – Composition of the AC

Provision 10.4 – Internal audit function

Provision 10.5 – AC activities during the year

The AC comprises three (3) non-executive Directors, majority of whom including the Chairman are independent. Majority of the AC possess recent and relevant accounting experience and/or related financial management expertise. The members of the AC as at the date of this report are as follows:-

Dr Yu Lai Boon (Independent Director) (Chairman)

Mr Chua Khing Seng (Independent Director) (Member)

Mr Teo Kok Woon (Non-Independent Director) (Member)

The AC has explicit authority to investigate any matter within its terms of reference. It has full access to, and the co-operation of, Management and full discretion to invite any Director or Management to attend its meetings. The AC has adequate resources to enable it to discharge its responsibilities properly. The AC also does not comprise former partners or Directors of the Company’s external auditors, Ernst & Young LLP(“EY“).

The responsibilities of the AC contained in its written terms of reference include:

(a) reviewing the half-year and annual financial statements and results announcements before submission to the Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, and compliance with accounting standards, the Catalist Rules and any other relevant statutory or regulatory requirements;

(b) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the consolidated financial statements of the Group and any announcements relating to the Group’s financial performance;

(c) reviewing the independence, scope, results and the adequacy and effectiveness of the external audit and internal audit functions, and to evaluate, with the assistance of internal auditors, the adequacy and effectiveness of the Group’s internal controls and risk management systems;

(d) reviewing the assurance from the CEO and the Group CFO on the financial records and financial statements;

(e) reviewing the cost effectiveness of the external audit and, where the external auditors provide a substantial volume of non-audit services to the Company and/or the Group, to review the nature, extent and costs of such services so as to avoid an erosion of the independence and objectivity of the external auditors;

(f) recommending to the Board the nomination for appointment, re-appointment and removal of the external auditors and the terms of engagement and their level of audit fee;

(g) reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on; and

(h) reviewing the interested person transactions, and improper activities of the Group, if any.

In FY25 the AC met two (2) times. Details of the members’ attendance at AC meetings in FY25 are provided under Provision 1.5 of this report.

The Company has put in place a whistle-blowing policy, endorsed by the AC, where employees of the Group and any other persons including members of the public may, in good faith and confidence raise concerns about the possible corporate improprieties in matters of financial reporting or other matters.
Details of the whistle-blowing policy are disseminated to the employees of the Group, and is available on the Company’s website. Employees and any other persons including members of the public may direct their concerns directly to the AC Chairman at email address whistleblow@tshcorp.com.sg. The AC’s objectives are to ensure that arrangements are in place for the independent investigation of such matters and for appropriate follow-up action. The AC is responsible for oversight and monitoring of whistle-blowing and report to the Board. The Company advocates a confidentiality mechanism to protect the whistle-blower against reprisal or victimisation.

The AC performed the following functions in FY25:

(a) External Auditors

The AC reviewed together with the external auditors:

(i) the audit plan (including, among others, the nature and scope of the audit before the commencement of audit and the risk management issues of the Group);

(ii) the consideration of financial controls in areas which could have a material impact on the financial statements;

(iii) the audit report;

(iv) the assistance given to them; and

(v) the financial statements of the Group.

The AC is kept abreast by the external auditors of changes to accounting standards, Catalist Rules and other regulations which could have an impact on the Group’s business and financial statements. Where the external auditors raise any significant issues (e.g. adjustments) which has a material impact on the interim financial statements or financial updates previously announced by the Company, the AC will bring this to the Board’s attention, and the Board will then consider whether an immediate announcement under Rule 703 of the Catalist Rules is required. The AC will also advise the Board if changes are needed to improve the quality of future interim financial statements or financial updates. In the report to the AC in relation to the FY25 audit results presented by the external auditors, there was no significant issue which has a material impact to the financial results of the Group raised by the external auditors except for the Key Audit Matters (the “KAM”) which had been included in the Independent Auditor’s Report of the “Financial Statements” section of the Annual Report.

The AC deliberated the KAM presented by EY together with Management. The AC reviewed the KAM and concurred with EY and Management on their assessment, judgements and estimates on the significant matters reported by EY as set out under the Independent Auditor’s Report of the annual report.

The AC considered the report from the external auditors, including their findings on the significant risks and audit focus areas. Significant matters that were discussed with Management and the external auditors have been included as the KAM in the audit report for FY22. In assessing the KAM, the AC took into consideration the approach and methodology applied as well as the reasonableness of the estimates and key assumptions used. The AC concluded that Management’s accounting treatment and estimates in the KAM were appropriate.

The AC constantly bears in mind the need to maintain a balance between independence and objectivity of the external auditors and the work carried out by the external auditors based on value for money considerations. The aggregate amount of fees payable to the external auditors for audit and non-audit services for the financial period from 1 January 2024 to 31 December 2024 amounted to S$114,200 and S$5,700 respectively.

The AC conducted a review of the nature and extent of non-audit services provided by the external auditor for FY25 to satisfy itself that such services do not prejudice the independence and objectivity of the external auditor.

The AC monitors the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external auditor. For FY25, the AC also received the Audit Quality Indicators as presented by the external auditor. The AC gives its recommendations to the Board and the Company
regarding the appointment, re-appointment or removal of the external auditor. The AC, having reviewed the adequacy of resources and experience of the firm, the assigned audit engagement partner, other audit engagements, size and nature of the Group, and the number and experience of supervisory and professional staff assigned to the audit, is satisfied that RSM is a suitable audit firm to meet the audit requirements and statutory obligation of the Group.

The AC has recommended to the Board the re-appointment of RSM as the Company’s external auditor at the forthcoming AGM. The AC is satisfied that the Company is in compliance with Rules 712 and 715 of the Catalist Rules.

(b) Review of financial statements

For FY25, the AC reviewed the half-year and full year financial statements of the Group, including announcements relating thereto, to shareholders and the SGX-ST.

(c) Review of interested person transactions and material contracts

The Company monitors all its interested person transactions and ensures that all transactions with interested persons are reported in a timely manner for review by the AC.

There was no interested party transaction entered into with value more than $100,000 during FY25. The Company does not have a general mandate for interested person transactions pursuant to Rule 920 of the Catalist Rules.

(d) Internal auditors

The Board believes in the importance of maintaining a sound system of internal controls to safeguard the interests of the shareholders and the Group’s assets. The system of internal controls provides reasonable, but not absolute assurance that the Group will not be adversely affected by any event that could be reasonably foreseen as it strives to achieve its business objectives.

The Company outsources its internal audit function to Foo Kon Tan Advisory Services Pte Ltd (“FKT”). The internal audit was led by a Partner who holds the Certified Internal Auditor qualification from the Institute of Internal Auditors, and has over 18 years of internal audit and risk advisory experience. The primary reporting line of the internal auditor is to the AC and the AC decides on the appointment, evaluation, termination and remuneration of the internal auditors. The internal auditor has unfettered access to all the Group’s documents, records, properties and personnel, including access to the AC.

The AC has reviewed and confirmed that Foo Kon Tan Advisory Services Pte Ltd is a suitable professional service firm to meet the Group’s internal audit obligations, having regard to the adequacy of resources and experience of the firm and the assigned engagement Partner, number and experience of supervisory and professional staff assigned to internal audits. The internal auditors are guided by the International
Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors.

The AC reviews and approves the internal audit scope and plan to ensure that there is sufficient coverage of the Group’s activities. It also oversees the implementation of the internal audit plan and ensures that Management provides the necessary co-operation to enable the internal auditors to perform its function.

The internal auditors completed the internal audit assessment during FY25 in accordance with the internal audit plan approved by the AC. The Board has adopted the recommendations of the internal auditors set out in the risk assessment report.

The AC is satisfied that the internal audit function is independent, effective and adequately resourced (being outsourced to a reputable professional service firm). Hence, it has appropriate standing within the Group.

The AC will meet with internal and external auditors without the presence of Management at least once annually. During FY25, the AC met twice with internal and external auditors without the presence of Management.

D.SHAREHOLDER RIGHTS AND ENGAGEMENT

Shareholder Rights and Conduct of General Meetings

Principle 11: The Company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the Company. The Company gives shareholders a balanced and understandable assessment of its performance, position and prospects.

Provisions 11.1, 11.2, 11.3 and 11.4 – Conduct of general meetings

Shareholders are encouraged to attend the general meetings of the Company to participate effectively in and vote at such general meetings, to ensure a high level of accountability and to stay informed of the Company’s strategy and goals. Shareholders are also informed of the rules and voting procedures
governing such meetings. Notice of AGM is despatched to shareholders, together with explanatory notes or a circular (if necessary), at least 14 calendar days or 21 calendar days (as the case may be) before the meeting. The Board welcomes questions from shareholders who have an opportunity to raise issues either informally or formally before or at the general meetings of the Company. Directors and Chairman of the AC, RC and NC will attend the general meetings to address questions from shareholders, including those relating to the functions of the Board Committees. The external auditor will also be present to address shareholders’ queries on the conduct of audit and the preparation and content of the auditor’s report. The attendance of the Directors at the AGM held on 29 April 2025 is set out under Provision 1.5 of this Report above.

The Company ensures that separate resolutions are proposed at general meetings for each substantially separate issue, unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the Company provides an explanation of the reasons and material implications in the notice of meeting. All items of Special Business included in the Notice of AGM dated 14 April 2025 were accompanied by explanatory notes to provide shareholders with clear and comprehensive information to support their decision-making.

To enhance Shareholder’s participation and in adherence of the Catalist Rules, resolutions put forth at the general meetings are voted by poll. Voting results of all votes cast for and against each resolution and the respective percentages will be announced via SGXNet. Independent scrutineer is appointed to oversee the voting process at the AGM to ensure satisfactory procedure of the voting process in place before the AGM while a poll counting agent is appointed to count the votes cast through proxy and in person at the AGM. The independent scrutineer direct and supervise the counting of votes at the AGM.

If any shareholders are unable to attend the general meetings of the Company, he/she (who is not a relevant intermediary) is allowed to appoint up to two (2) proxies to vote on his/her behalf at the general meeting through proxy form sent in advance. Relevant intermediary includes the provision of nominee and custodial services and CPF Board which purchases shares on behalf of the CPF investors and are entitled to appoint more than two (2) proxies to attend, speak and vote at the Company’s forthcoming AGM provided that each proxy is appointed to exercise the rights attached to different shares held by shareholders. As the authentication of shareholders’ identity information and other related integrity issues still remain a concern, the Company has decided, for the time being, not to implement voting in absentia by mail or electronic means as required by Provision 11.4 of the Code. The Board will review its Constitution from time to time. Where amendment to its Constitution is required to align the relevant provisions with the requirements of the Catalist Rules, shareholders’ approval will be obtained.

The forthcoming AGM of the Company will be held physically. Shareholders can attend the AGM, raise questions to the Directors and external auditor and vote in person or through an appointment of proxy. Nevertheless, shareholders may continue to submit questions in advance of the AGM. The Company will address substantial and relevant questions at or prior to the AGM. Shareholders will have the option to appoint Chairman of the AGM as proxy at the forthcoming AGM of the Company

Provision 11.5 – Minutes of general meetings

Minutes of general meetings include substantial and relevant queries or comments from shareholders relating to the agenda of the meeting and responses from the Board and Management would be available to shareholders upon their request. The Company publishes minutes of general meetings of shareholders on its corporate website as soon as practicable.

Minutes of the AGM held on 29 April 2025 was published on SGXNet and the Company’s corporate website on 23 May 2025.

Provision 11.6 – Dividend policy

The Board notes that Provision 11.6 of the 2018 Code sets out that the Company should have a dividend policy and communicates it to shareholders. Currently, the Group does not have a fixed dividend policy. The Board would consider establishing a dividend policy when appropriate.

Nonetheless, the Company is of the view that the following disclosure would constitute a balanced and understandable assessment of its position on a dividend policy, and such practice is consistent with the intent of Principle 11 of the 2018 Code. Additionally, the Company also discloses the reasons for the decision of the Board not to declare or recommend a dividend, together with the announcement of the financial statements, which is in line with Rule 704(23) of the Catalist Rules.

The form, frequency and amount of dividends declared each year will take into consideration the Group’s profit, cash position, positive cash flow generated from operations, projected capital requirements for business growth and other factors as the Board may deem appropriate.

For FY25, the Company had declared a final dividend (tax exempt one-tier) of 0.50 Singapore cent per ordinary share, subject to shareholders’ approval at the forthcoming AGM.

Engagement with Shareholders

Principle 12: The Company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the Company.

Provisions 12.1, 12.2 and 12.3 – Stakeholder engagement

Information is communicated to shareholders on a timely basis and in an accurate and comprehensive manner, through annual reports that are issued to all shareholders within the mandatory period, half-year/ full year announcements, disclosures to the SGX-ST via SGXNet and other announcements, where required, under the provision of the Catalist Rules. The Company adopts the practice of regularly communicating major developments in its businesses and operations through SGXNet and, where appropriate, directly to shareholders, other investors, analysts, the media, the public and its employees. The Company also encourages all shareholders to attend the AGM to keep informed of the Group’s strategy and goals and participate in the question and answer session.

The Company does not practice selective disclosure of material information. Material information is excluded from briefings with investors or analysts, unless it has been publicly released either before, or concurrently with, such meetings. The Board provides the shareholders with a balanced and understandable assessment of the Group’s performance, position and prospects on a half-yearly basis. Such responsibility is extended to the other price-sensitive public reports and reports to regulators (if required).

Provisions 12.2 and 12.3 of the 2018 Code sets out that the Company has in place an investor relations policy that allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders, and the mechanism through which shareholders may contact the Company with questions. However, the Company does not have a standalone investor relations department, and there is no investor relations policy. Based on the current size and operations of the Group, the Board is of the view that the current practices and the disclosure of information to shareholders as set out above is in line with the intention of Principle 12. Further, shareholders can send questions to the Company’s email at ir@tshcorp.com.sg and the Company will respond to such questions. Where required, the Company may, on an ad-hoc basis, hold media and analysts’ briefings and publish press releases of its financial results.

E.MANAGING STAKEHOLDERS RELATIONSHIPS

Engagement with Stakeholders

Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the Company are served.

Provisions 13.1, 13.2 and 13.3 – Stakeholder engagement

The Company engages its material stakeholders through different engagement channels to establish, address and monitor the material environmental, social and governance (“ESG”) factors of the Group’s operation and its impact on them. Such stakeholders include employees, community, government, regulators, shareholders and investors.

Engagement channels and frequencies are reviewed periodically to ensure that they are sufficient to deal with current identified stakeholders’ ESG-related issues.

More information on the Company’s approach to stakeholder engagement is disclosed in the Sustainability Report for FY24, which will be published as a standalone report by 30 April 2026.

The Company also maintains a corporate website to communicate and engage with stakeholders at www.tshcorp.com.sg.

F.MATERIAL CONTRACTS

Save for the service agreement entered into between the Company and Mr Chua KH, there were no material contracts entered into by the Group in FY25.

G.DEALINGS IN SECURITIES

The Company has adopted and implemented policies in line with the SGX-ST’s best practices in relation to the dealing of shares in the Company. The Company’s policies on share dealings have been issued to all Directors and employees of the Group. The Company has informed its Directors and employees not to deal in the Company’s shares on short term considerations or whilst they are in possession of unpublished material price sensitive information and during the period commencing one (1) month before the half year and full year announcement of the Group’s financial results and ending on the date of the announcement of such financial results. In addition, the Directors and employees of the Group are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.

H.SUSTAINABILITY REPORT

Catalist Rule 711A requires every listed issuer to prepare an annual sustainability report, which must describe the issuer’s sustainability practices with reference to the primary components set out in Catalist Rule 711B on a ‘comply or explain’ basis. The Board recognises its responsibility to provide a strategic direction, specifically considering sustainability issues as part of its strategic formulation. The Board also believes that to grow sustainably as a forward-looking entity, the Group has to regularly reach out and work with its stakeholders, from its employees to the community, and be a responsible steward to the natural environment. Please refer to the Sustainability Report for more information.

I.NON-SPONSOR FEE

There was no non-sponsor fee paid/payable to its Sponsor, SAC Capital Private Limited, during FY25.