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AZTECH GLOBAL LTD. — Annual Report 2026
Apr 1, 2026
68182_rns_2026-04-01_eeeda190-f26d-4675-9831-4a55881db996.pdf
Annual Report
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TAKING STRATEGIC STEPS
ANNUAL REPORT 2025
Aztech Global Ltd.
Contents
| Contents | |
|---|---|
| Corporate Profile | 02 |
| Geographical Presence | 03 |
| Corporate Highlights | 04 |
| Financial Highlights | 05 |
| Business Segments | 06 |
| Strategic Value Creation | 08 |
| Business Strategy | 09 |
| Letter to Shareholders | 10 |
| Board of Directors | 13 |
| Senior Management | 16 |
| Operations Review | 18 |
| Investor Relations & Communications | 20 |
| Sustainability | 22 |
| ESG Metrics | 29 |
| Corporate Governance Report | 31 |
| Risk Management | 66 |
Financial Statements
| Financial Statements | |
|---|---|
| Directors’ Statement | 71 |
| Independent Auditor’s Report | 78 |
| Statements of Financial Position | 82 |
| Consolidated Statement of | 84 |
| Comprehensive Income | |
| Statements of Changes in Equity | 85 |
| Consolidated Statement of Cash Flows | 87 |
| Notes to the Financial Statements | 90 |
| Analysis of Shareholdings | 136 |
| Notice of Annual General Meeting | 138 |
| Appendix to Annual Report | 146 |
| Proxy Form | |
| Corporate Information | |
| Corporate Directory |
In a world of rapid change and rising trends toward regional manufacturing and supply chain realignment , the Group is charting a course for sustainable growth and resilience. Guided by its vision of delighting people with smarter solutions , the Group is leveraging its brand, design and manufacturing expertise, and extensive supply chain network to deliver compelling value and future-ready solutions in an increasingly complex global landscape. Building on these strengths, its strategy focuses on three priorities: (1) deepening and expanding customer base, (2) creating innovative solutions to capture opportunities in AI and Smart Technology and (3) optimising operational footprint.
Aztech Global Ltd.
CREATING INNOVATIVE SOLUTIONS
DEEPENING AND EXPANDING CUSTOMER BASE
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OPTIMISING OPERATIONAL FOOTPRINT
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Annual Report 2025
Corporate Profile
02
Corporate Profile
Aztech Global Ltd. (SGX: 8AZ) is a Singapore-headquartered technology group specialising in designing and manufacturing Internet of Things (“IoT”) devices and data-communication products across diverse applications.
Established in 2009 and listed on the Mainboard of Singapore Exchange in 2021, the Company, together with its subsidiaries (“the Group”), has built a strong presence in Singapore, Malaysia, and China, supported by three R&D centres and two manufacturing facilities.
Leveraging its comprehensive design, engineering and manufacturing capabilities, the Group delivers innovative, high-quality IoT and data-communication products to a global customer base. Its solutions serve blue-chip companies and technology start-ups in more than 20 countries, spanning security, consumer electronics, communications, health-tech, industrial and automotive segments.
The Group’s market reach is underpinned by a robust manufacturing platform disciplined in quality, safety and regulatory compliance. Its China and Malaysia facilities, totalling approximately 500,000 sq ft are certified to ISO 9001, 13485, 14001, 45001 and IATF 16949, reinforcing its commitment to high-quality, compliant and responsibly manufactured products. In January 2026, the Malaysia facility obtained U.S. FDA registration under 21 CFR Part 807, affirming its readiness to support and manufacture medical devices requiring stringent regulatory and quality-management standards.
Building on its strong foundation, the Group is expanding into medical technology (“MedTech”) and renewable energy to align with rising global demand for smart, connected and sustainable solutions. Beyond electronics manufacturing services, it offers smart lighting and AI-enabled surveillance solutions under its proprietary Kyla brand.
Anchored by a technology-driven heritage and a long-term commitment to innovation and responsible growth, the Group continues to strengthen its position as a trusted partner in the IoT and smart-technology ecosystem, delivering sustainable value through purposeful innovation and future-ready solutions.
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Aztech Global Ltd.
Geographical Presence
03
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Geographical Presence
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Headquarters
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Singapore
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2 Manufacturing Facilities
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Dongguan, PRC, and Johor, Malaysia (Total Built-up area ~500,00 sq ft)
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3 R&D Centres
Singapore, Hong Kong and Shenzhen, PRC
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AVERAGE NUMBER OF EMPLOYEES
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REVENUE BY GEOGRAPHICAL REGION
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1,346
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5.1% 0.4% 5.9% 1%
15.5% 19.3%
2024 2025
79% 73.8%
North America Europe Singapore Others
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By Gender
Female Male
41% 59%
By Geography
China & Hong Kong Malaysia Singapore
35% 61% 4%
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By Age Group
< Age 30 Age 30-50 > Age 50 47% 47% 6%
1. Employment excludes part-time and temporary workers from employment agency and is computed based on average number of employees over the 12 months period in 2025.
Annual Report 2025
Corporate Highlights
04
Corporate Highlights
Awards & Achievements
28 August 2025 Named one of “ Singapore’s 2025 Best Managed Companies ” by Deloitte Private for the second consecutive year
17 June 2025 Named one of “ Fortune Southeast Asia 500 ” companies in 2025, marking the second consecutive appearance on the list.
22 May 2025 Awarded “ The Enterprise Award ” at the Singapore Business Awards 2025 by The Business Times and DHL Worldwide Express
- 21 January 2025 Named one of “ Singapore’s Fastest Growing Companies 2025 ” by the Straits Times for the third consecutive year
Corporate Governance & Transparency
The Group ranked 43rd among 467 SGX-listed companies in the Singapore Corporate Governance and Transparency Index 2025. This was an improvement from 52nd place in 2024.
Corporate Developments
IOT Manufacturing Sdn. Bhd.
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2025:
43 [rd]
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The ISO 13485-certified wholly owned subsidiary obtained its Certificate of Registration with the U.S. Food and Drug Administration (“FDA”) as required by 21 CFR Part 807[2] in January 2026, strengthening its position as a speed-to-market manufacturing partner for medical device owners.
Aztech Communication Device (DG) Ltd
The wholly owned subsidiary sold its factory building and land (approximately 42,000 square metres) in Dongguan, China for RMB41 million (about SGD7.3 million) and leased back approximately 18,010 square metres of built-up area for 10 years for a total rental of RMB20 million (about SGD3.6 million) to right-size the Group’s manufacturing footprint, optimise costs and efficiency. This sale and partial leaseback transaction was completed in January 2026.
Huuve Sdn. Bhd.
This wholly owned subsidiary sold its property in Gelang Patah, Johor, Malaysia for RM28.7 million (about SGD8.7 million). The property was vacant following the successful consolidation of operations at the larger manufacturing facility in Pasir Gudang, Johor, Malaysia to support customer growth more efficiently. The disposal was completed in December 2025.
- According to FDA.Gov (30 Sep 2025), owners or operators of establishments involoved in the production and distribution of medical devices intended for use in the United States are
required to register annually with the FDA under the Code of Federal Regulations (CFR). This requirement is set out in 21 CFR Part 807, which governs FDA establishment registration and device listing.
Aztech Global Ltd.
Financial Highlights
05
Financial Highlights
| 2021 | 2022 | 2023 | 2024 | 2025 | ||
|---|---|---|---|---|---|---|
| $'000 | $'000 | $'000 | $'000 | $'000 | ||
| FOR THE YEAR (S$'000) | ||||||
| Revenue | 624,364 | 820,244 | 896,286 | 621,606 | 432,503 | |
| EBITDA | 95,845 | 90,271 | 133,558 | 91,291 | 56,094 | |
| Profit before tax | 84,962 | 80,730 | 123,733 | 81,057 | 47,762 | |
| Netprofit | 74,380 | 67,187 | 100,012 | 70,528 | 40,171 | |
| Net cash from operatingactivities | 41,897 | 106,425 | 83,520 | 113,297 | 38,480 | |
| Free cash flow | 37,108 | 104,005 | 79,256 | 109,908 | 36,735 | |
| AT YEAR END (S$'000) | ||||||
| Cash and cash equivalents | 201,512 | 195,963 | 231,442 | 292,082 | 123,336 | |
| Short-term investments | - | 30,262 | 40,580 | 19,178 | 146,249 | |
| Net current assets | 271,271 | 264,352 | 324,301 | 313,151 | 275,529 | |
| Total assets | 518,201 | 541,393 | 597,275 | 471,211 | 428,323 | |
| Total borrowings | 18,033 | 8,452 | 22,205 | 17,132 | 13,131 | |
| Total liabilities | 225,233 | 257,390 | 252,332 | 132,118 | 136,696 | |
| Shareholders' equity | 292,968 | 284,003 | 344,943 | 339,093 | 291,627 | |
| Net cash* | 183,479 | 217,773 | 249,817 | 294,128 | 256,454 | |
| KEY FINANCIAL RATIOS | ||||||
| Netprofit margin(%) | 11.9 | 8.2 | 11.2 | 11.3 | 9.3 | |
| Return on shareholders’ equity (%) | 25.4 | 23.7 | 29.0 | 20.8 | 13.8 | |
| Return on total assets(%) | 14.4 | 12.4 | 16.7 | 15.0 | 9.4 | |
| Current ratio(times) | 2.23 | 2.05 | 2.43 | 3.67 | 3.21 | |
| Quick ratio(times) | 1.94 | 1.71 | 2.10 | 3.39 | 2.97 | |
| Gross debt to equity(times) | 0.06 | 0.03 | 0.06 | 0.05 | 0.05 | |
| Inventoryturnover(days) | 65 | 59 | 64 | 57 | 79 | |
| Account receivable turnover(days) | 80 | 87 | 84 | 85 | 78 | |
| Accountpayable turnover(days) | 100 | 113 | 110 | 118 | 102 | |
| Workingcapital cycle(days) | 45 | 33 | 38 | 24 | 55 | |
| Dividendpayout(%) |
51.9 |
51.7 |
61.7 | 164.1 | 230.6 | |
| Dividend cover(times) |
2.0 | 1.9 |
1.6 | 1.1 | 1.3 | |
| PER SHARE INFORMATION (SINGAPORE CENTS) | ||||||
| Basic earningsper share | 10.00 | 8.70 | 12.96 | 9.14 | 5.20 | |
| Diluted earningsper share | 10.00 | 8.68 | 12.96 | 9.13 | 5.20 | |
| Net asset valueper share | 38.00 | 37.00 | 45.00 | 44.00 | 38.00 | |
| Interim dividendper share |
- |
3.0 |
3.0 |
5.0 | 1.0 | |
| Final ordinarydividendper share |
5.0 |
1.5 |
5.0 |
3.0 | 3.0 ** |
|
| Special dividend per share |
- |
- |
- |
7.0 | 8.0 ** |
|
| Total dividend per share |
5.0 |
4.5 |
8.0 |
15.0 | 12.0 ** |
|
-
Net cash is calculated as cash and cash equivalents and short-term investments less borrowings and lease liabilities.
-
** The proposed final and special dividends in respect of FY2025 is subject to the approval of shareholders at the forthcoming Annual General Meeting.
Annual Report 2025
Business Segments
06
Business Segments
The Group delivers OEM[3] , ODM[4] , JDM[5] and CMS[6] solutions to global brand owners across a broad spectrum of industries, including security, consumer electronics, communications, health-tech, industrial and automotive. It is also expanding into the MedTech and renewable energy sectors, as part of its strategy to capture growth in high-value, future-ready markets. By strengthening its design, engineering and manufacturing capabilities, the Group aims to build a more diversified and resilient customer base that supports sustainable long-term growth.
MedTech & HealthTech
Security
Security products for the growing AIoT industry, enhancing safety, monitoring and automation with smart technology
Meeting medical and healthcare needs with medical and wearable devices as well as health-tech solutions leveraging IoT, AI and data analytics to enhance patient care, diagnostics and operational efficiency
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Consumer Electranics
Enhancing living spaces with IoT-enabled and smart home solutions, adapting to the latest trends
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Industrial
Developing industrial-grade products for harsh environments, including satellite communication devices, automotive parts and SoC test boards that meet stringent reliability and durability standards
Communications
Empowering broadband service providers, enterprises and consumers with reliable tools for high-speed, dependable internet connectivity, ensuring seamless communication
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Automotive
Providing automotive connectivity and smart city solutions with precision-engineered components and advanced software, improving traffic flow and driver comfort
Renewable Energy
Delivering reliable renewable energy hardware, powering the transition toward greener and more efficient energy systems for a sustainable and resilient future
Figure 1: Market segments Aztech serves
-
OEM stands for Original Equipment Manufacturer: Produces product according to the manufacturer’s design and specifications and markets under the customer’s brand name or the manufacturer’s own brands.
-
ODM stands for Original Design Manufacturer: Designs and manufactures product based on the customer’s requirements or specifications that can be rebranded or sold under the customer’s brand name.
-
JDM stands for Joint Development Manufacturing: A partnership where both the customer and manufacturer jointly design and manufacture a product and eventually sold under the customer’s brand name.
-
CMS stands for Contract Manufacturing Services: Provides one-stop services including the procurement of raw materials, product manufacturing and related logistics services based on the customer’s specifications.
Aztech Global Ltd.
Business Segments
07
As an integrated electronics manufacturing service provider, the Group is closely involved in its customers’ product development, product certification, supply chain management and mass production as they bring new products to market.
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Aztech
Involvement
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Aztech
Involvement
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Product ID Electronic Mechanical Finished Product Mass Delivery
Design & Design Design Product Certification Production
Product
Specification PCBA Build Prototype
PCBA Testing Tooling
Fabrication
Plastic Parts
Injection
Customer Aztech
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Figure 2: Aztech-Customer partnership processes in bringing product to market
Complementing its core manufacturing services, the Group also designs and builds proprietary solutions under the Kyla brand, comprising smart lighting and vision technology products, including AI-enabled surveillance solutions for residential and commercial projects. These offerings underscore the Group’s commitment to innovation and its focus on delivering integrated, future-ready solutions to meet evolving market needs.
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Vision
Technology
Solutions
Improving quality, The world-first
control and security recessed dome camera with a
with AI-enabled
built-in battery for
surveillance. peace of mind.
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Smart Lighting Solutions
Revenue by Products
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2024 2025
IoT Devices and IoT Devices and
Data-communication Data-communication
Products Products
99.5% 98.9%
LED Lighting LED Lighting
Products Products
0.5% 1%
Others Others
0% 0.1%
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Others refer to other electrical products
Annual Report 2025
Strategic Value Creation
08
Strategic Value Creation
The Group’s strategic foundation is anchored in its purpose of being a key technology enabler for the connected world of tomorrow and guided by its vision of delighting people with smarter solutions. The purpose and vision are reinforced by its core values—Integrity, Commitment, and Excellence—which shape responsible decision making and drive continuous improvement across all aspects of the business.
Leveraging its vertically integrated capabilities spanning R&D, design, engineering, manufacturing, testing and packaging, the Group focuses on delivering sustainable, long-term value for its customers, employees, suppliers,
investors and the communities it serves. This includes strengthening operational resilience, advancing low-carbon practices, and developing innovative, future-ready solutions that address evolving market needs.
By embedding its purpose, vision and values into its operations, the Group aligns strategic objectives with stakeholder expectations, enhances trust and transparency, and reinforces its commitment to sustainable value creation. This disciplined approach ensures it remains well-positioned to capture new opportunities while navigating an increasingly dynamic and competitive landscape.
| Corporate Purpose | Corporate Objectives | Key Stakeholders & Objectives |
|---|---|---|
| A key technology enabler for the | Sustainable Value Creation | Employees |
| connected world of tomorrow | •Driving long-term growth through | • Empowering employees through |
| •Leveraging a vertically integrated | innovation, operational | skills development and ensuring a |
| model spanning R&D, design, | excellence and responsible | safe and inclusive workplace |
| engineering, manufacturing (including plastic injection), |
practices | Customers |
| testing and packaging to deliver | Environment & Climate Resilience | • Delivering reliable, innovative and |
| high-quality electronic solutions | •Reducing carbon footprint, | high-quality solutions supported |
| improving energy efficiency, and | by strong engineering and | |
| Vision & Mission | advancing the transition to 100% | manufacturing capabilities |
| Delighting people with smarter solutions |
renewable electricity at its manufacturing sites by 2030, with net-zero emissions by 2050 |
Suppliers/Service Providers • Fostering ethical, transparent and |
| collaborative partnerships that | ||
| Values | Social Empowerment and Community Support |
support responsible sourcing |
| Integrity •Doing the right thing even when it is not easy |
•Providing fair opportunities, developing talent and supporting local communities through practical and inclusive initiatives |
Investors/Shareholders & Financial Institutions • Strengthening confidence through transparency, long-term |
| value creation and disciplined | ||
| Commitment | financial management | |
| •Commitment transforms a | ||
| promise into a reality | Local Communities | |
| • Supporting communities through | ||
| Excellence | responsible operations and | |
| •The pursuit of excellence is a | meaningful initiatives | |
| wholehearted endeavour | ||
| Government/Regulators | ||
| • Ensuring compliance with | ||
| applicable laws, industry | ||
| standards and regulatory | ||
| requirements |
Figure 3: Value-creation framework of Aztech
Aztech Global Ltd.
Business Strategy
09
Business Strategy
Building on its value creation framework, the Group has identified six (6) key strategic priorities that guide its long-term growth ambitions and operational direction.
Net-Zero Dual Site Customer Commitment Manufacturing Expansion & Advantage Diversification Advancing net-zero commitments by Optimising dual site Expanding customer reducing carbon manufacturing base across diverse emissions, improving presence in Malaysia markets to reduce energy efficiency and China to concentration risk and integrating enhance operational and strengthen low-carbon design agility, strengthen revenue resilience. principles across business continuity operations and and accelerate product speed to market, development to while improving lead strengthen times, flexibility and competitiveness production stability. and position the Group as the partner of choice, for long-term, sustainable value.
Disciplined Resilient, Resource & Localised & Financial Diversified Management Supplier Network Exercising disciplined resource Building a resilient, and financial localised and management by diversified supplier prudently network through overseeing assets, responsible sourcing capital expenditure, practices and operating costs and long-term supplier foreign exchange partnerships that exposures. This enhance supply disciplined continuity, mitigate approach underpins geopolitical and sustainable growth, logistics-related safeguards financial risks, and ensure flexibility, and reliable access to ensures the Group is critical components. well-positioned to support long-term strategic initiatives.
Innovation & R&D Investment
Investing in manufacturing, design and R&D capabilities to support higher product quality, improved production yields and enhanced efficiency. These investments are aligned with the Group’s technology roadmap and enable the development of differentiated, higher value-added solutions, including AI and Smart Technology solutions that meet evolving market needs
The chess pieces serve as a metaphor for the Group’s strategies. Pawn reflects steady progress; Rook provides stability and reliability; Knight represents strategic agility; Bishop symbolises governance and oversight; the Queen serves as a powerful lever for both protection and reach; and the King represents what is essential to survival and continuity. Each chess piece must be deployed deliberately, supported by the other pieces, and timed for maximum impact. As in chess, success requires planning, discipline, risk management, and the ability to balance multiple moves simultaneously—mirroring how the Group builds on its value creation framework in allocating resources, building resilience, and executing growth initiatives.
Annual Report 2025
Letter to Shareholders
10
Letter to Shareholders
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Mr. Michael Mun
Executive Chairman and CEO
The Group remains firmly committed to delivering sustainable, long-term value to all stakeholders as we execute our strategic priorities and build for the future.
Dear Shareholders,
On behalf of the Board of Directors (“the Board”), I am pleased to present the Group’s performance and strategic progress for the financial year ended 31 December 2025 (“FY2025”). This was a year that required discipline and adaptability as we navigated softer demand while strengthening the foundations for long-term, high-quality growth. Despite market challenges, the Group continued to deepen customer engagement and build momentum across regulated manufacturing, technological development and customer diversification.
Financial Performance and Strong Fundamentals
For FY2025, the Group reported revenue of $432.5 million and net profit of $40.2 million, reflecting declines of 30.4% and 43% respectively, primarily due to increased competition and softer customer demand for IoT devices and data-communication products. Tight cost control and operational discipline preserved healthy fundamentals.
The business remained cash-generative, delivering $38.5 million in operating cash flow and $36.8 million in free cash flow. Following dividend distributions totalling $84.9 million in 2025, the Group ended the year with a robust net cash position of $256.4 million and a net asset value of 38 cents per share. This strong balance sheet positions us well for continued investment in automation, advanced manufacturing technologies and initiatives that enhance resilience and future earnings quality.
Optimising our Operational Footprint
To tighten costs and enhance operational efficiency, the Group divested its property in Gelang Patah, Johor, Malaysia and executed a sale and partial leaseback[7] of its facility in Dongguan, China. These transactions have optimised the Group’s manufacturing capacity while ensuring continuity of production. We now operate approximately 500,000 sq ft of manufacturing space across Malaysia and China, providing a scalable and demand-responsive platform for growth.
- The sale and partial leaseback arrangement was completed in January 2026. Please refer to the SGXNet announcement dated 12 January 2026.
Aztech Global Ltd.
Letter to Shareholders
11
Advancing MedTech and Technology Capabilities
Project Wins, Customer Expansion and Diversification
One of our key priorities has been strengthening our regulated manufacturing capabilities. In addition to maintaining ISO certifications, including ISO 13485, our Malaysia facility attained the U.S. FDA 21 CFR Part 807 Establishment Registration and Device Listing in January 2026. This milestone enhances our ability to support customers entering the U.S. medical devices market[8] while enabling us to explore greater opportunities in higher-value, compliant manufacturing.
At the same time, we advanced our innovation agenda through deepening capabilities in AI-enabled technologies, smart systems and automation. Building on our digitalisation roadmap, we furthered our Industry 4.0 transformation to reinforce the Group’s long-term operational resilience and future-ready manufacturing capabilities. Through the continued embedding of digitalisation across our production network, we are shaping a more integrated, transparent and data-driven operating model—one that enhances our ability to scale efficiently, uphold consistent quality, and respond with agility to the evolving needs of customers and global supply chains.
“...our Malaysia facility
attained the U.S. FDA 21 CFR Part 807 Establishment
Registration & Device Listing in January 2026. This
milestone enhances our
ability to support customers entering the U.S. medical devices market...”
During the year, the Group secured 27 new project orders[9] and onboarded 10 new customers across the consumer, MedTech, industrial and security segments. While still early in their development cycles, these projects support diversification and strengthen our transition towards more design- and R&D-led engagements.
In addition to growing our presence in MedTech, we are expanding into the renewable energy segment to support production of hardware that are aligned with global electrification and sustainability trends. This leverages our engineering strengths and complements our long-term diversification strategy.
“…we are expanding into the renewable energy segment to support production of hardware that are aligned with global electrification and sustainability trends.”
Commitment to Responsible and Sustainable Growth
Sustainability remains integral to our strategy. We continue to make progress in renewable energy adoption, zero-waste-to-landfill initiatives, and workplace standards enhancement under the Responsible Factory Initiative. Our commitment to strong governance and operational excellence was recognised through two key honours in 2025. We are proud to have been named Singapore’s Best Managed Companies by Deloitte Private for the second consecutive year and to have received The Enterprise Award at the Singapore Business Awards 2025.
- The US remains the world’s largest medical devices market (over 40% of the global MedTech demand). Valued at USD 188.68 billion in 2024, the U.S. medical devices market is estimated to grow at a CAGR of 6.8% from USD 199.06 billion in 2025 to USD 314.96 billion in 2032. (Source: U.S. Medical Devices Market Size, Share & Forecasts 2024–2032, Fortune Business Insights)
- New project orders refer to new products secured from existing and new customers.
Annual Report 2025
Letter to Shareholders
12
Capital Management and Dividends to Shareholder[ 10]
The Group closed FY2025 with cash reserves[11] of $269.5 million and retained profits of $97.1 million. In view of our surplus cash position, the Board has proposed total dividends of 11 cents per share, amounting to $84.9 million — comprising a final dividend of 3 cents and a special dividend of 8 cents per share. Including the interim dividend of 1 cent, total dividends for FY2025 amount to a total of 12 cents per share, representing a dividend payout ratio of 230.6%. Since our IPO in March 2021, including the proposed final and special dividends in respect of FY2025, the Company would have distributed a total of $359 million to our shareholder as dividends.
Outlook and Strategic Priorities
Global market conditions are expected to remain mixed in the near term, amid geopolitical tensions, evolving trade policies and structural shifts. Nonetheless, long-term opportunities remain robust in IoT[12] , MedTech[13] and renewable energy[14] .
The industry is undergoing a structural transformation driven by rapid AI adoption, resulting in greater product complexity and higher expectations for performance, quality and reliability. To capitalise on this shift, the Group will continue stepping up its automation, digitalisation and engineering capabilities to enhance productivity, improve yields and strengthen supply chain resilience.
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TOTAL DIVIDEND
PAYOUT RATIO:
230.6%
----- End of picture text -----
In 2026, we will prioritise engaging in higher-value customer segments, further strengthening our engineering, design and regulated manufacturing capabilities, and advancing projects in both the MedTech and renewable energy segments. We will also focus on delivering contracted orders efficiently and reliably and enhancing customer satisfaction by strengthening operational agility.
Appreciation
As we celebrate 40 years of the Aztech brand, I would like to express my sincere appreciation to our customers, suppliers and business partners for their trust and collaboration. I would also like to thank our employees for their dedication and professionalism, and the Board of Directors for their steadfast guidance.
Looking ahead, the Group remains firmly committed to delivering sustainable, long-term value to all stakeholders as we execute our strategic priorities and build for the future.
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Michael Mun Group Executive Chairman & CEO Aztech Global Ltd.
-
On a one-tier tax-exempt basis.
-
Includes cash at bank of $123.3 million and short-term investments of $146.2 million as of 31 December 2025.
-
The global IoT devices market is expected to grow from USD 230.4 billion in 2025 to USD 273.6 billion in 2026 and reach USD 534.7 billion by 2031, growing at a 2026-2031 CAGR of 14.34%, driven mainly by network expansion, lower edge-AI costs and rising demand for real-time insights. (Source: Mordor Intelligence, March 2026)
-
The global medical devices market is forecast to grow from USD 572.31 billion in 2025 to USD 604.99 billion in 2026, and to USD 1.03 trillion by 2034 at a 6.9% CAGR over 2026-2034 period, supported largely by rising chronic disease prevalence, higher diagnostic and surgical volumes, and strong R&D progress reflected in increasing breakthrough-device designations. (Source: Fortune Business Insights, February 2026)
-
The global renewable energy market is projected to grow at a CAGR of 9.1% from USD 868.39 billion in 2026 to USD 2.68 trillion by 2035, driven largely by global decarbonisation goals, supportive policies, and rapid growth in cost-efficient solar and wind technologies that increase demand for hardware. (Source: Business Research Insights, February 2026)
Aztech Global Ltd.
Board of Directors
13
Board of Directors
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Christopher Huang Larry Tan Michael Mun Jeremy Mun Jeann Low Tan Teik Seng
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Annual Report 2025
Board of Directors
14
Michael Mun Hong Yew | Age: 76
Executive Chairman and Chief Executive Officer
Date of first appointment as a Director | 27 May 2009 Date of last re-election as a Director | 11 April 2025 Board Committee memberships : NIL
Number of directorships in other listed companies as at 31 December 2025: NIL
Mr Michael Mun Hong Yew is the Executive Chairman and Chief Executive Officer of Aztech Global Ltd. With more than five decades of experience in the electronics industry, he leads the Group’s strategic direction and overall operations. Since co-founding Aztech in 1986, Mr. Mun has guided its transformation from a PC manufacturer into a multi-disciplinary business offering integrated design and manufacturing services, as well as proprietary IoT products and solutions. He is actively involved in identifying growth opportunities and ensuring the Group’s operational efficiency. Mr. Mun began his career in 1975 with Rank O’Connors, a British consumer electronics distributor, before establishing Aztech.
Christopher Huang Junli | Age: 40 Lead Independent Director
Date of first appointment as a Director | 19 February 2021
Date of last re-election as a Director | 16 April 2024
Board Committee memberships :
-
Member, Audit Committee
-
Member, Nominating Committee
-
Member, Remuneration Committee
Number of directorships in other listed companies as at
31 December 2025 : 1
Mr. Christopher Huang Junli was appointed Lead Independent Director on 1 May 2025. He is a member of the Audit, Nominating, and Remuneration Committees and has served on the Board as an Independent Director since 19 February 2021. He is currently also the Lead Independent Non-Executive Director at Goodwill Entertainment Holding Limited. In addition, Mr. Huang is the Managing Director of CHP Law LLC, where he advises on legal and tax matters related to cross-border commercial transactions, including transfer pricing. Before establishing CHP Law LLC in 2019, he led CNP Tax and Advisory Pte Ltd and headed the tax practice group at Colin Ng & Partners LLP, where he became a partner in 2018. His earlier experience includes roles as an accountant at Hastings Deering Australia Limited, business manager at Adcomp Technology Pte Ltd, tax associate in the transfer pricing department of PricewaterhouseCoopers, and tax lawyer at VoskampLawyers.
Jeremy Mun Weng Hung | Age: 50 Executive Director and Chief Operating Officer
Date of first appointment as a Director | 8 August 2017 Date of last re-election as a Director | 16 April 2024 Board Committee memberships : NIL
Number of directorships in other listed companies as at 31 December 2025 : NIL
Mr Jeremy Mun Weng Hung is the Executive Director and Chief Operating Officer of the Group. Mr Jeremy Mun works closely with the CEO in co-leading the day-to-day operations of the Group’s manufacturing facilities in China and Malaysia. He is also responsible for directing the automation and digital transformation of the Group. In addition, Mr Jeremy Mun heads the Sustainability Committee, and drives the development, formalisation and implementation of sustainability policies, objectives and strategies. He has been with the Group since 2002.
Mr Jeremy Mun holds a Bachelor of Science in Management from the University of London and completed the Advanced Management Program by Harvard Business School.
Larry Tan Jwee Meng | Age: 68 Independent Director
Date of first appointment as a Director | 19 February 2021
Date of last re-election as a Director | 11 April 2025
Board Committee memberships :
-
Chairman, Nominating Committee
-
Member, Audit Committee
-
Member, Remuneration Committee
Number of directorships in other listed companies as at
31 December 2025 : NIL
Mr. Larry Tan Jwee Meng was appointed to the Board as an Independent Director on 19 February 2021 and became Chairman of the Nominating Committee on 1 May 2025. He also serves as a member of the Audit and Remuneration Committees. Mr. Tan was previously Asia President of Texas Instruments Singapore Private Limited from July 2007 until his retirement in July 2018. He began his career in 1979 as a process engineer at Texas Instruments Singapore Private Limited and progressed through various roles, including engineering manager, manufacturing manager, and site quality and reliability manager. He later assumed leadership positions in the Asia Pacific sales and marketing division, becoming Vice President of Marketing in 1991 and Vice President of Sales in 1993.
Mr. Tan holds a Bachelor of Science with Honours (Mechanical Engineering) from the University of Birmingham and a Master of Business Administration from Brunel University.
Mr. Huang holds a dual degree in Law (LL.B.) and Commerce (B.Com) from the University of Queensland, Australia.
Aztech Global Ltd.
Board of Directors
15
Jeann Low Ngiap Jong | Age: 65 Independent Director
Date of first appointment as a Director | 1 August 2022 Date of last re-election as a Director | 28 April 2023
Board Committee memberships :
-
Chairman, Audit Committee
-
Member, Nominating Committee
-
• Member, Remuneration Committee
Number of directorships in other listed companies as at 31 December 2025 : 3
Tan Teik Seng | Age: 71
Independent Director
Date of first appointment as a Director | 19 February 2021
Date of last re-election as a Director | 28 April 2023
Board Committee memberships :
-
Chairman, Remuneration Committee
-
Member, Audit Committee
-
Member, Nominating Committee
Number of directorships in other listed companies as at 31 December 2025 : NIL
Ms. Jeann Low Ngiap Jong was appointed to the Board as an Independent Director on 1 August 2022 and has been the Chairman of the Audit Committee since 1 May 2023. She also serves as a member of the Nominating and Remuneration Committees. Ms. Low is an Independent Director and Audit Committee member at CapitaLand Integrated Commercial Trust Management Limited[15] and Hong Leong Finance Limited. In addition, she is a Non-Executive Director and member of the Nomination and Compensation Committee of Advanced Info Service Public Company Limited[16] . Ms. Low is currently Senior Advisor at Singapore Telecommunications Limited (“Singtel”). She was Group Chief Corporate Officer of Singtel from April 2015 to April 2021, overseeing corporate functions including mergers and acquisitions, corporate communications, legal, regulatory, risk management, procurement, and digitalisation. Prior to that, she served as Singtel’s Group Chief Financial Officer from September 2008 to April 2015. Ms. Low joined Singtel in October 1998 as Group Financial Controller and held several senior roles, including Executive Vice President of Strategic Investments and CFO of Optus.
Mr. Tan Teik Seng was appointed to the Board as an Independent Director on 19 February 2021 and became Chairman of the Remuneration Committee on 1 May 2025. He also serves as a member of the Audit and Nominating Committees. Mr Tan has over 30 years of experience in the electronics industry and was previously Senior Managing Director at Advanced Micro Devices (Singapore) Pte Ltd, overseeing its Singapore and regional operations. His past directorships include serving as an Independent Non-Executive Director at NASDAQ-listed O2Micro International Ltd from 2010 to 2022.
Mr. Tan holds a Bachelor in Electrical Engineering and a Master of Science in Industrial Engineering from the National University of Singapore. He is a Fellow of the Singapore Human Resource Institute and a member of the Singapore Institute of Directors.
Ms. Low holds an Honours Degree in Accountancy from the National University of Singapore and is a Fellow Member of the Institute of Singapore Chartered Accountants.
- The Manager of Mainboard listed CapitaLand Integrated Commercial Trust 16. Listed on the Stock Exchange of Thailand
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Annual Report 2025
Senior Management
16
Senior Management
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Pavani Nagarajah Senior Vice President Legal And Corporate Affairs Company Secretary
Ms Pavani Nagarajah is the Senior Vice President of Legal and Corporate Affairs and the Company Secretary, overseeing the Group’s legal, corporate governance and human resources functions, and supporting strong compliance across the organisation. Regarded for her steadfast and pragmatic approach, she provides seasoned guidance on legal, governance and compliance matters, working with management to identify, assess and manage risks linked to the Group’s operations, contracts and transactions. She also leads the Group’s investor relations function, ensuring open, timely and transparent communication with shareholders and the investment community. With more than 38 years of service, Ms Nagarajah brings deep institutional continuity and insight to her role.
Ms Nagarajah holds a Bachelor of Laws degree from the National University of Singapore.
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Mr Daniel Oh is the Senior Vice President of Sales and Business Development, where he leads the Group’s global commercial strategy across its OEM, ODM, JDM and CMS offerings for IoT devices and data-communication products. Recognised for his strong commercial acumen and customer-centric leadership, he works closely with clients and internal teams to develop tailored, value driven solutions that support long-term partnerships and sustainable business growth. With more than 35 years of international sales experience, Mr Oh brings deep industry insight and has played a central role in strengthening the Group’s market presence as a trusted manufacturing partner.
Mr Oh holds a Diploma in Electrical Engineering from Singapore Polytechnic and an Advanced Diploma in Management Studies from the Singapore Institute of Management.
Daniel Oh Senior Vice President Sales And Business Development
Aztech Global Ltd.
Senior Management
17
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Annie Qian Financial Controller
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Terence Kwong Senior Vice President Research And Development
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Ms Annie Qian is the Group’s Financial Controller, overseeing financial management, reporting, treasury, audit, taxation and accounting functions. Valued for her balanced and disciplined work ethic, she ensures the integrity of financial reporting and supports sound financial planning across the organisation. Since joining the Group in 2016, she has been a key partner to management in strengthening internal controls and supporting the Group’s financial strategy. Through her practical and hands-on experience, Ms Qian also plays a central role in upholding accountable financial stewardship and ensuring transparent reporting.
Ms Qian holds a Bachelor of Science in Applied Accounting (Honours) from Oxford Brookes University and is a member of the Institute of Singapore Chartered Accountants.
Mr Terence Kwong is the Senior Vice President of Research and Development, leading the Group’s R&D activities and shaping its technological roadmap. He brings close to 30 years of experience in electronics and product development and is highly regarded for his methodical problem-solving and collaborative leadership. Mr Kwong oversees the design and development of differentiated products across IoT, data-communication, smart LED lighting and vision technology solutions. Working closely with engineering and business teams, he supports efficient concept-to-product realisation that meets customer requirements in a cost-effective and reliable manner. Having been with the Group for more than 20 years, he brings deep technical expertise and engineering-driven perspective to innovation.
Mr Kwong holds a Bachelor of Engineering in Electronic Engineering from the City University of Hong Kong.
Dr Christine Lee is the Vice President of New Technologies and Business Development, leading the translation of customer requirements into manufacturable and scalable products, and supporting engineering execution across the Group’s high mix, high complexity portfolio. A PMP-certified, results-driven leader with over 10 years of management experience, she oversees cross-functional engineering teams and the full New Product Introduction (“NPI”) lifecycle, driving product industrialisation and factory readiness from prototyping to mass production ramp up while partnering with procurement and supply chain teams to achieve quality, cost and delivery goals.
Dr Lee holds a Doctor of Philosophy (PhD) in Applied Science from the National University of Singapore and has authored 60 international scientific publications.
Christine Lee Vice President New Technologies and Business Development
Annual Report 2025
Operations Review
18
Operations Review
Business activity in 2025 moderated due to increased competition and softer customer demand for IoT devices and data-communication products. As customers shifted toward shorter order lead times and more measured replenishment cycles, production throughput at the Group’s facilities adjusted accordingly.
Revenue from the IoT devices and data-communication products segment declined by 30.8% to $428 million. The LED lighting segment recorded a modest increase to $4.3 million, while other electrical products contributed $0.2 million. As a result of the softer IoT demand environment, revenue from North America and Europe fell by 35% and 13.5% to $319.1 million and $83.4 million respectively.
In navigating this subdued environment, the Group prioritised operational stability, aligning utilisation with actual demand and deepening customer engagement to grow its New Product Introduction (“NPI”) pipeline.
Manufacturing and Operational Adjustments
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With moderated production volumes, the Group focused on reinforcing its operational foundation and sustaining disciplined utilisation. Its dual site manufacturing footprint in Malaysia and China ensured supply continuity, with both manufacturing facilities emphasising stability, quality and efficiency.
In Malaysia, the Pasir Gudang facility handled a steady mix of medium volume projects. Efforts centred on strengthening process reliability, reducing variability and enabling smoother transitions between product variants. Upstream plastics injection moulding capabilities also offered greater control over key components, helping to preserve production readiness despite fluctuations in customer demand.
Operations in China were calibrated through a sale and partial leaseback of the property in Dongguan, in response to lower order volumes while ensuring that established projects continued to receive consistent attention, and preserving the manufacturing footprint for long-term customer needs. Across both facilities, the Group maintained a streamlined operating structure designed to respond efficiently when activity levels improve.
Digital Transformation and Process Enhancements
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As part of the Group’s Industry 4.0 initiative, it has advanced its multi-year digital transformation roadmap. The manufacturing facility in Malaysia has successfully transitioned its incoming material handling and documentation processes from manual, experience-based workflows to a real-time, digitised system. This rollout, when integrated with the Group’s broader suite of manufacturing systems, delivers end-to-end traceability and data transparency across the production chain to strengthen quality and cost control and improve planning, coordination, and materials optimisation across facilities.
Preparations for deeper workflow automation also began during the year, advancing the longer term transition toward paperless production. Internal systems were refined to simplify processes and improve data accuracy, and material flow across the shopfloor was optimised to align more closely with production requirements. Taken together, these initiatives have underpinned operational stability and established a scalable foundation for future automation and technology-driven growth.
Aztech Global Ltd.
Operations Review
19
Technology and R&D Development
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----- Start of picture text -----
In line with evolving customer requirements, the Group
broadened its technology development efforts with the
introduction of the Smart Lighting Gen 3 platform,
featuring a newly developed communication protocol
operating across sub GHz and 2.4GHz frequency bands to
improve network stability and capacity. Work continued
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In line with evolving customer requirements, the Group broadened its technology development efforts with the introduction of the Smart Lighting Gen 3 platform, featuring a newly developed communication protocol operating across sub-GHz and 2.4 GHz frequency bands to improve network stability and capacity. Work continued through early 2026 to add power-line-communication capability, extending the platform’s applicability across different deployment scenarios.
The year also marked meaningful progress in edge AI technology, including imaging models designed to recognise bird species and common objects. These developments underpin both proprietary product lines and customer-specific applications across surveillance, smart home and environmental monitoring markets. Internally, the Group deployed AI-enhanced inspection and test-system automation to improve anomaly detection and achieve steadier yield performance during periods of variable throughput.
Customer Engagement and Project Pipeline
Project development activity increased during the year, driven by 27 new projects secured across consumer, industrial, security and MedTech applications. These additions broadened the Group’s NPI pipeline and resulted in more projects progressing through design finalisation, engineering builds and initial pilot production. Of these, eight projects moved into commercial production in 2025, while the remaining new orders have been scheduled for completion in 2026.
The Group also embarked on early development work for its planned expansion into renewable energy hardware, aligning with its broader ambition to extend its electronic manufacturing capabilities into new application areas. In 2026, the Group will intensify its execution in the MedTech and renewable energy segments, deepen customer engagement and accelerate the development of new commercial opportunities. These projects remain at an early stage, with contributions expected to increase progressively as they advance toward commercialisation.
Looking Ahead
Market conditions are expected to remain mixed in the near term, with cautious business sentiment likely to persist until end market visibility improves. The Group will uphold operational discipline while positioning itself to pursue opportunities in areas with profitable growth potential. Building on the momentum created through early development work and customer engagements, the MedTech and renewable energy segments are expected to play a growing role in shaping the Group’s direction in 2026.
Leveraging the digital, automation and AI-enabled capabilities established in recent years, the Group aims to raise production readiness for more complex and higher-value projects. This approach supports long-term competitiveness, sharpens responsiveness to evolving customer requirements and places the Group in a strong position to participate in emerging opportunities as demand conditions improve.
In January 2026, the Malaysia facility obtained the U.S. FDA Establishment Registration, bolstering its readiness for MedTech-related production requirements and expanding the Group’s capabilities in regulated manufacturing environments.
Annual Report 2025
Investor Relations & Communications
20
Investor Relations & Communications
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IR Policy & Approach
The investor relations (“IR”) programme of the Group is anchored in strong corporate governance, transparency and timely communication. The Group provides shareholders and the investment community with clear, consistent and accurate information to support informed investment decisions and long-term trust.
Material or price sensitive information is disclosed promptly via SGXNet, and the Group does not engage selective disclosure. If material information is inadvertently shared with a limited audience, the same information is promptly published on SGXNet. All announcements are simultaneously made available on the IR section of the corporate website for easy access.
To uphold market integrity, the Group observes strict blackout periods before the release of half-year and full-year financial results and quarterly business performance updates. During these periods, Directors, key management and relevant employees are prohibited from trading in the Company’s securities or discussing undisclosed financial information with external parties.
While transparency is central to its communication philosophy, the Group exercises care when handling commercially sensitive information to balance meaningful disclosure with the protection of competitive interests.
Stakeholder Engagement
The Group prioritises one-on-one engagements with analysts and investors to facilitate clear dialogue, timely clarification and an accurate understanding of the Group’s fundamentals. In 2025, these interactions were primarily conducted through teleconversations, providing opportunities to address queries and reinforce alignment with publicly disclosed information. Insights gathered from these discussions were shared with Senior Management and the Board to support ongoing communication priorities.
The Group continues to engage shareholders through its physical Annual General Meeting (“AGM”), which facilitates direct interaction with the Board of Directors (including Chairman, CEO and Audit Committee Chairman) and Senior Management. At the 2025 AGM, the Group showcased selected Kyla brand products, including AI-enabled surveillance solutions. Shareholders were able to submit questions in advance, with key queries addressed through disclosures on SGXNet and the corporate website. Meeting materials, voting results and minutes were published promptly to reinforce transparency. Information regarding the 2026 AGM is available at www.aztechglobal.com/agm.
Investor Relations Resources
The Group provides comprehensive corporate, operational and sustainability information online, including IR contact details, Corporate and ESG policies, financial results, voluntary updates, dividend information, and archived annual and sustainability reports in the IR and Sustainability sections of the corporate website. Investors may direct IR-related queries to [email protected], and sustainability matters to [email protected].
Recognition for Corporate Governance
The Group ranked 43rd out of 467 SGX-listed companies in the 2025 Singapore Corporate Governance and Transparency Index, an improvement from the rank of 52 in 2024, demonstrating its commitment to strong governance practices and transparent communication.
Aztech Global Ltd.
Investor Relations & Communications
21
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NUMBER OF SHARES
773.826 Million shares
(includes 2.032 million Treasury Shares)
SHAREHOLDING BY GEOGRAPHY
(In terms of Number of Shares as at 23 March 2026)
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0.4%
0.1%
Singapore
Malaysia
Others
99.5%
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Corporate Calendar
| Corporate Calendar | |
|---|---|
| 2025 | |
| Announcement of 2H 2024 and FY2024 Financial Results | 25 February |
| Annual General Meeting | 11 April |
| Announcement of 1Q 2025 Business Performance Update | 15 April |
| Final Ordinary and Special Dividends of 3 and 7 Singapore Cents a share | |
| for FY2024 respectively | |
| Record Date | 21 April |
| Payment Date | 29 April |
| Announcement of 1H 2025 Financial Results | 22 July |
| Interim Dividend of 1 Singapore Cent a share declared for 1H 2025 | |
| Record date | 29 July |
| Payment date | 6 August |
| Announcement of 3Q 2025 Business Performance Update | 15 October |
| 2026 | |
| Announcement of 2H 2025 and FY2025 Financial Results | 26 February |
| Annual General Meeting | 20 April |
| Proposed Final Ordinary and Special Dividends of 3 and 8 Singapore Cents | |
| a share for FY2025 respectively17 | |
| Record Date | 23 April |
| Payment Date | 30 April |
- Subject to the approval of shareholders at the upcoming AGM
Annual Report 2025
Sustainability
22
Sustainability
Board Statement
and voluntarily published the inaugural set of Scope 3 emissions in its 2024 Sustainability Report. The medium-term Sustainable & Lean Operations 2030 Initiative has multiple cross-functional workstreams to drive decarbonisation, capacity building, and systematically transform the way it does business.
Dear Stakeholders ,
The Board of Directors (“the Board”) is pleased to present the Group’s 2025 Sustainability Report. This report highlights the Group’s strategy on key Environment, Social and Governance (“ESG”) topics for the financial year ended 31 December 2025.
Sustainability Strategy
The success of the Group relies on its ability to strengthen operational resilience amidst shifting geopolitical dynamics and trade barriers, competitive market landscape, supply chain risks, diverging ESG policies and extreme weather events that impact both its operations and its people.
To create long-term business value and position itself as a net-zero business partner of choice, it is important to transition the Group’s business operations to a low-carbon and circular economy model. The Group has established a long-term Climate Action 2050 Roadmap
Net-Zero Commitment
NET ZERO
The Group aspires to achieve net-zero emissions by 2050, aligned with the Science Based Targets initiative (“SBTi”) Corporate Net-Zero Standard criteria. The Climate Action 2050 Roadmap was established to chart its net-zero pathways. The pace of decarbonisation, especially the Scope 3 value chain emissions, depends heavily on close collaboration with value chain business partners to drive innovations, improve efficiency, reduce demand for virgin resources, and create low-carbon products and solutions.
The Group’s emissions reporting references the Greenhouse Gas (“GHG”) Protocol and ISO 14064-1 reporting standards. Scope 1 emissions are direct emissions from its operations while Scope 2 emissions are mainly from purchased electricity. Scope 3 value chain emissions are upstream and downstream from its organisational boundary, and are generated by its suppliers and customers. This year, it continues reporting the same set of FY2024 inaugural Scope 3 emissions categories.
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Sustainability Pillar Governance Environment Social
Sustainable Value Creation Environment & Climate Resilience People & Local Communities
Strategy & Goal Uphold Aztech’s core values Reduce its environmental Safe and respectful work
of Integrity, Commitment impact and build climate environment for all
and Excellence resilience • Responsible Supply Chain
• Aztech Ethos • Climate Resilience
• Smarter Solutions • Resource Conservation
Referenced Framework Three Lines of Defence Risk Corporate Net-Zero Responsible Business Alliance
& ISO Standard Management Framework – The Standard – Science Based (“RBA”) Code of Conduct
Institute of Internal Auditors (“IIA”) Targets initiative (“SBTi”)
ISO 45001 Occupational Health
Sustainability Reporting GHG emissions Corporate & Safety Management System
Standards – SGX, GRI and TCFD Accounting and Reporting
Standard – GHG Protocol
ISO 14064-1 GHG emissions and
removals quantification and
reporting
ISO 14001 Environmental
Management Systems
Action Plan Sustainable & Lean Operations 2030 Initiative
• 100% renewable electricity in manufacturing facilities by 2030
• UL 2799 Zero Waste to Landfill
• RBA Responsible Factory Initiative
Climate Action 2050 Roadmap
• Net-zero emissions by 2050
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Aztech Global Ltd.
Sustainability
23
Transition to Renewable Electricity
The Group is committed to procuring and matching electricity consumed in its manufacturing facilities with 100% renewable electricity (“RE”) by 2030. This year, it has procured 804,000 kWh of China Green Electricity Certificate for its manufacturing facility in China, which contributed 5.1% RE mix in manufacturing facilities total electricity consumption. In addition, a power purchase agreement was signed for the Malaysia manufacturing facility to install an on-site roof-top solar photovoltaic system. The system is scheduled to deliver additional electricity from renewable sources by middle of 2026.
Responsible Factory Initiative
Aligned with the Group’s social strategy to provide a safe and respectful work environment for all, its Malaysia manufacturing facility has joined the Responsible Factory Initiative (“RFI”) programme administered by Responsible Business Alliance (“RBA”) to demonstrate its commitment to RBA’s Code of Conduct and corporate social responsibility. This is part of its Sustainable & Lean Operations 2030 Initiative to enhance the Group’s competitive edge and strengthen its position as a responsible factory of choice.
Our Gratitude
Waste Reduction – Zero Waste to Landfill
“Reduce, Reuse, Recycle” is the sustainable way of doing business and the Group understands the importance of diverting waste from landfills to conserve resources and reduce pollution. This year, it has taken a step further to kick-start the UL 2799 Environmental Claim Validation Procedure for Zero Waste to Landfill (“UL 2799 ZWTL”) at both its China and Malaysia manufacturing facilities. The program is part of its Sustainable & Lean Operations 2030 Initiative to support its progressive transition to low-carbon and circular business model.
The Board wishes to express gratitude to all at the Group, as well as to stakeholders and business partners who have contributed to its sustainability efforts. Thank you for your continued support and partnership as the Group work towards a more sustainable world.
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|||
|---|---|
|Strategic ESG Commitments & Progress|
|Aztech’s Commitments|2025 Progress|
|Scope 1 and 2 GHG Emissions Reduction|
|Percentage reduction from FY2021 baseline|7.6 % Reduction|
|Renewable Electricity at Manufacturing Facilities|
|Percentage of electricity from renewable sources|5.1 % Increase|
|ISO Certifications|
|Percentage of manufacturing facilities which have maintained the|
|following ISO certifications:|100 %|
|• ISO 9001 Quality Management Systems (“QMS”)|
|• ISO 13485 Medical Devices QMS|
|• ISO 14001 Environmental Management Systems|
|Responsible Supply Chain|
|• Percentage of strategic new suppliers screened using both|100 %|
|environmental and social criteria|
|Compliance & Workplace Safety|
|Percentage of operations that reported zero incidents of|100%|
|• non-compliance with regulations|
|• bribery and corruption cases|
|• workplace fatalities and high-consequence work-related injuries|
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Annual Report 2025
Sustainability
24
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----- Start of picture text -----
Resources Product Sourcing & Manufacturing Sales & Use of Product Product End of
& Materials Design Procurement & Servicing Distribution Life Treatment
Aztech Organisational Boundary
Upstream Value Chain Downstream Value Chain
Goods Flow Responsible Supply Chain Goods Flow
Tier n Tier - 2 Tier - 1 Tier - 1 Tier - 2 End End of Life
Supply Origin Supplier Direct Supplier Direct Customer Customer Consumer
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Figure 4 - Aztech’s organisational boundary, value chain and supply chain
Transition to Low-Carbon & Circular Economy
The switch to a circular economy is a complex transformation process for the Group as well as the global electronics value chain. The Group recognises the opportunities to reduce resource consumption, improve product quality, enhance its competitive edge and create sustainable business value as it transitions its operations to a low-carbon and circular economy business model.
Compliance & Certifications
The Group has an uncompromising stance on environmental laws and regulations compliance. It integrates environmental considerations in its business practices and processes, as well as environmental due diligence as per its Environmental Policy. All its manufacturing locations have maintained the ISO 14001 Environmental Management Systems certification. Over the years, it has strengthened its product design and manufacturing capabilities to deliver solutions that meet international standards and compliance requirements (refer to Figure 5).
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----- Start of picture text -----
Compliance and Validations
----- End of picture text -----
Product Design
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----- Start of picture text -----
■ Conformité Européenne ■ Restriction of Hazardous
(“CE”) – Safety Substances (“ RoHS ”)
■ CE – Low Voltage Directive ■ Registration, Evaluation,
■ Certification Body Authorisation and Restriction of
(“CB”) – Safety Chemicals (“ REACH ”)
■ Edison Testing Laboratories ■ Waste Electrical and Electronic
(“ETL”) Safety Equipment Directive (“ WEEE ”)
■ Underwriters Laboratories ■ Persistent Organic Pollutants
(“UL”) – Safety Regulation (“ POP ”)
■ Nationally Recognized Testing ■ Toxins in Packaging Clearinghouse
Laboratory (“NRTL”) Safety (“ TPCH ”)
■ Toxic Substances Control Act
(“ TSCA ”)
Certifications ■ Canadian Environmental
Protection Act (“ CEPA ”)
■ California Proposition 65 (“ CA65 ”)
■ ISO 9001 ■ Department of Energy (“ DOE ”)
Quality Management Systems
■ ISO 13485 ■ California Energy Commission(“ CEC ”)
Medical Devices – Quality
Management Systems ■ Natural Resources Canada
■ ISO 45001 (“ NRCan ”)
Occupational Health & Safety ■ Ingress Protection and UV
Management Systems resistance (“ IP66/UV ”)
■ ISO 27001 ■ Supplier Ethical Data Exchange
Information Security (“ Sedex ”) membership
Management System ■ RBA Responsible Factory Initiative
■ ISO 14001 ■ UL 2799 Zero Waste to Landfill
Environmental Management
Systems
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Figure 5 - Compliance & Certifications
FY2025 Performance
Lean Manufacturing
As an integral part of its Sustainable and Lean Operations 2030 Initiative, the Group adopts the lean process improvement approach. Facing increasing challenges such as rising customer’s expectations, fluctuating demand and intense competition, lean manufacturing capabilities are fundamental in ensuring the Group stays competitive.
100% of the Group’s manufacturing facilities maintained the following ISO certifications
-
ISO 9001 Quality Management Systems (“QMS”)
-
ISO 13485 Medical Devices QMS
-
ISO 14001 Environmental Management Systems
Aztech Global Ltd.
Sustainability
25
Sustainability Governance
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The Group has integrated sustainability governance into the principles-based approach of the Three Lines Model to ensure robust sustainability risk management and internal oversight, focusing on: accountability, actions and assurance.
Governance & Strategy Oversight
The Board provides overall guidance and policy directions to the Sustainability Committee (“SC”), as well as reviews and approves findings made by the SC.
First Line of Defence
The Heads of Departments (“HoDs”) oversee the sustainability reporting of respective functions and locations. The HoDs are responsible for implementing effective risk control procedures on a day-to-day basis. This consists of identifying, assessing and mitigating sustainability-related operational risks.
Employees assume the first-line role of providing products and services to customers in compliance with
the requirements and expectations set by HoDs and the SC. Employee representatives from across various functions are engaged in sustainability-related monitoring and reporting.
Second Line of Defence
Reporting to the Board, the SC and the Senior Management Team are collectively responsible for developing and implementing the sustainability strategy and targets as approved by the Board.
The SC will oversee progress in achieving goals and targets, and ensure sustainability initiatives and climate-related issues are addressed by respective HoDs.
Third Line of Defence
Independent consultants are engaged to provide assurance to the SC and the Board that the first and second lines’ efforts are consistent with expectations.
The internal review conducted by independent consultant assures the reliability of internal control processes for ESG data disclosure and reporting.
The main difference between this third line role and the first two lines is its high level of organisational independence and objectivity.
Oversight
Board of Directors
Accountable to key stakeholders, upholding integrity and transparency of the Group’s sustainability governance
Second Line of Defence
- Strategy Senior + Sustainability Committee Management Team • Chairperson: Chief Operating Officer • Head of Finance • Head of HR • Head of Legal and Corporate Affairs • Sustainability Manager
First Line of Defence
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Third Line of Defence
Internal Review
objective
assurance,
independent of
management
• Independent
consultant
Figure 6 - Aztech sustainability
governance framework
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Implementation
Sustainability Reporting Team : Head of Deparments
- Employees representation from • Business Development • Plant Operations • Finance • Procurement • HR • Quality • IT • R&D
Annual Report 2025
Sustainability
26
Stakeholder Engagement
The Group’s stakeholders are individuals or groups whose interests are affected or could be affected by its activities. It strives to continually engage its stakeholders meaningfully to foster mutually beneficial relationships based on trust and respect that have been cultivated through years of collaborative partnership.
It engages with key stakeholders via various channels on issues relevant to the business operations and the
respective stakeholder groups. The objectives of these efforts are to bring together different perspectives, discuss any conflicting points of view that arise, and learn from one another.
To support meaningful and transparent engagement with its key stakeholders, it employs a combination of formal and informal communication channels. It proactively consider language barriers, cultural differences and jurisdiction-specific internet censorship requirements when engaging with stakeholders.
| Employees | Customers | Suppliers / Service Providers | |
|---|---|---|---|
| Engagement channels and frequency |
• Regular employee communication • Annual performance evaluation • Social and team-building activities |
• Company website • Customer inspection visit/audit • Customer feedback survey • Trade events |
• Company website • Site inspection visit/audit • Supplier performance assessment • Trade events |
| Topics of concern | • Career progression • Occupational health and safety • Talent retention • Workers’ welfare |
• Decarbonisation • Competitive prices • Customer privacy & data security • Reliability & quality assurance • Workers’ welfare |
• Credibility • Occupational health and safety • Reliability & quality assurance • Workers’ welfare |
| Aztech’s responses | • Performance-based remuneration to motivate and retain employees • Equal opportunities for professional development and capability building |
• Integrating climate actions into its operations • Provide quality and competitive products and services • Protection of confidential information |
• Assess and provide performance-based feedback |
| Local Communities | Investors / Shareholders / Financial Institutions |
Government / Regulators | |
| Engagement channels and frequency |
• Participation in community activities |
• Annual General Meeting • Annual Report • Investor meetings and conferences • Public announcements via SGXNet & company website |
• Seminars conducted by regulators • Relevant government association membership |
| Topics of concern | • Building community support • Socially responsible corporate citizen |
• Business strategy • Financial performance • Governance & compliance |
• Governance & compliance |
| Aztech’s responses | • Donations to local community organisations • Support meaningful community causes |
• Sustainable value creations and financial performances • Transparent and timely dissemination of material developments |
• Comply with all relevant laws and regulations |
Aztech Global Ltd.
Sustainability
27
Material Topics
Its approach is guided by the Group’s sustainability goals: “Reduce its environmental impact and build climate resilience”, “Safe and respectful work environment for all”, and “Uphold the Group’s core values of Integrity, Commitment and Excellence”. The following ESG framework describes how it manages and reports externally on material ESG topics and how it contributes to the United Nations Sustainable Development Goals (“UN SDGs”).
The Group focuses on UN SDGs that are most relevant to operating its business responsibly, which are UN SDG 8 “Decent work and economic growth” and UN SDG 12 “Responsible consumption and production”, while UN SDG 17 “Partnerships for the goals” reflects its approach to sustainability and is fundamental to the way it runs its business. In addition, its operations also contribute to six supporting UN SDGs 3, 5, 6, 10, 13 and 16.
Based on the engagement dialogues it had with key stakeholder groups in FY2025, the list of material topics identified in FY2022 remains relevant with no significant changes in results. Material topics were grouped into three main sustainability pillars and reported in relevant section of the Sustainability Report 2025. Please refer to the Sustainability section of the corporate website for the full report.
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Aligned with United Nations Material Topics /
Sustainability Goals Sustainable Development Goals GRI Referenced
GRI 301 Materials
GRI 302 Energy
Reduce its environmental impact
and build climate resilience GRI 303 Water and effluents
GRI 305 Emissions
GRI 306 Waste
GRI 202 Market Presence
GRI 401 Employment
GRI 403 Occupational Health
and Safety
Safe and respectful work GRI 404 Training and Education
environment for all
GRI 405 Diversity and Equal
Opportunity
GRI 413 Local Communities
GRI 414 Supplier Social Assessment
GRI 2 General Disclosure
Uphold Aztech’s core values of GRI 201 Economic Performance
Integrity, Commitment and GRI 205 Anti-corruption
Excellence GRI 206 Anti-competitive Behaviour
GRI 418 Customer Privacy
Environment
Social
Governance
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Annual Report 2025
Sustainability
28
People & Local Communities
Local Community Engagement
The Group embraces the philosophy of giving back to the community and various Corporate Social Responsibility (“CSR”) initiatives were carried out across various locations to empower vulnerable stakeholders, strengthen local community ties, encourage a culture of giving and teamwork among employees.
Project Refresh
In April 2025, Singapore employees volunteered in Project Refresh, an initiative aimed at supporting seniors and low-income families in refurbishment work such as painting, cleaning, and decluttering.
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In addition, it donated ovens and purchased Heart Bakers Cookies for the seniors and families. The purchase of cookies supported low-income stay-home mothers and aspiring home bakers by equipping them with baking, business, and marketing skills to kick-start their own home baking ventures.
Blood donation and local community engagement
Its China employees have actively participated in various activities, including a blood donation drive, local household well-being visitation, as well as an environmental cleanup activity. Through these events, the team bonded and fostered stronger ties with the local community where it operates.
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Spreading love and care
In November 2025, Malaysia employees visited an orphanage and underprivileged home. It donated essential food items and heavy-duty wet and dry vacuums to support the children’s daily needs. This initiative reflects its commitment to giving back to the community and spreading care and hope to those in need.
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Running for a good cause - SGX Bull Charge 2025
Led by the Group’s CEO Mr Michael Mun and COO Mr Jeremy Mun, employees from different functions came together and laced up for the SGX Cares Bull Charge Charity Run on 7 November 2025. The employees cheered each other on through sweat and steps, knowing that the funds raised in the event would empower underprivileged children and families, persons with disabilities, as well as the elderly through SGX’s adopted charities.
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Aztech Global Ltd.
ESG Metrics
29
ESG Metrics
Core SGX ESG Metrics
| ESG Metrics ESG Metrics Core SGX ESG Metrics |
2 | ||
|---|---|---|---|
| 2023 | 2024 | 2025 | |
| Revenue (S$ M) | 896.3 | 621.6 | 432.5 |
| Environmental Metrics | |||
| Scope: Group | GHG Emissions | ||
| Scope 1 (tCO2e)1 | 986.3 | 620.3 | 182.1 |
| Scope 2: location-based emissions (tCO2e) | 13,273.1 | 10,841.9 | 10,126.6 |
| Scope 2 market-based emissions (tCO2e)2 | - | - | 9,747.5 |
| Scope 3 (tCO2e)3, 4 | - | 61,452.8 | 39,372.4 |
| Total Scope 1 and Scope 2 location-based emissions(tCO2e) | 14,259.4 | 11,462.2 |
10,308.7 |
| Scope 1 and Scope 2 location-based emissions intensity (tCO2e/S$ M) | 15.91 | 18.44 | 23.84 |
Note 1: FY2025 reduction due to fugitive emissions reduction from refrigerant consumptions and phasing out of R22 which has high emission factor. Note 2: China manufacturing facility purchased electricity with Green Electricity Certificates (GECs) reported as zero emissions. Note 3: Scope 3 category 2, 3, 5, 6, 7, 8 and 13 from FY2024 onwards
Note 4: FY2025 reduction mainly due to reduced capital spending (category 2), improved waste disposal methods in accordance with UL 2799 ZWTL (category 5), and improved data accuracy with respect to employees’ commuting (category 7).
| Scope: Group | Electricity Consumption | ||
|---|---|---|---|
| Electricityconsumption(MWh) 5 | 21,050 | 18,181 |
15,773 |
| Green ElectricityCertificate(GEC,MWh) | - | - |
804 |
| Electricityconsumption intensity (MWh/S$M) | 23.49 | 29.25 | 36.47 |
| Note 5: Total electricity consumption includes electricity with GECs and reported as zero emissions | |||
| Scope: Group | Water Consumption | ||
| Water consumption(ML) | 168 | 135 | 107 |
| Water consumption intensity (ML/S$ M) | 0.187 | 0.217 | 0.247 |
| Scope: Manufacturinglocations | Waste Generation | ||
| Waste mix(%) | |||
| • Hazardous | 5.3 | 6.3 | 6.0 |
| • Non-hazardous | 94.7 | 93.7 | 94.0 |
| Waste divert from landfill(%) 6 | - | - | 98.9 |
| • Recycle, reuse, recover | 70.3 | 87.9 | 87.7 |
| • Incineration | - | - | 0.9 |
| • Non-recycled / Others | 29.7 | 12.1 | 10.3 |
| Waste to off-site landfill (%) | - | - | 1.1 |
| Total wastegeneration(tonnes) 6 | 335.3 | 549.5 | 786.4 |
| Wastegeneration intensity (tonnes/S$ M) | 0.374 | 0.884 | 1.818 |
Note 6: FY2025 documented additional waste streams and updated waste disposal methodology in accordance with UL 2799 ZWTL.
| Social Metrics | |||
|---|---|---|---|
| Scope: Group | Employment | ||
| Average number of employees7 | 1,727 | 1,757 |
1,346 |
| Turnover rate (%) | 23 | 16 | 16 |
| Note 7: average over 12 months period, excludes part-time and agency workers | |||
| Scope: Group | Gender Diversity | ||
| Current employee mix(%) | |||
| • Women | 41 | 38 | 41 |
| • Men | 59 | 62 | 59 |
| New hires mix(%) | |||
| • Women | 37 | 42 | 47 |
| • Men | 63 | 58 | 53 |
Note: The sum of the categories may be slightly different to the total due to rounding.
Annual Report 2025
ESG Metrics
30
Core SGX ESG Metrics
| Core SGX ESG Metrics | |||
|---|---|---|---|
| 2023 | 2024 | 2025 | |
| Social Metrics | |||
| Scope: Group | Gender Diversity | ||
| Turnover mix(%) | |||
| • Women | 48 | 47 | 43 |
| • Men | 52 | 53 | 57 |
| Scope: Group | Age-Based Diversity | ||
| Current employee mix (%) | |||
| • < 30years old | 51 | 52 | 47 |
| • 30 to 50years old | 45 | 43 | 47 |
| • > 50years old | 4 | 5 | 6 |
| New hires mix (%) | |||
| • < 30years old | 74 | 48 | 56 |
| • 30 to 50years old | 23 | 47 | 38 |
| • > 50years old | 3 | 5 | 5 |
| Turnover mix(%) | |||
| • < 30years old | 57 | 44 | 48 |
| • 30 to 50years old | 40 | 48 | 48 |
| • > 50years old | 3 | 8 | 4 |
| Scope: Group | Development & Training | ||
| Average traininghoursper employee | 18 | 13 | 17 |
| • Women | 15 | 14 | 18 |
| • Men | 20 | 12 | 16 |
| Scope: Manufacturingfacilities | Occupational Health & Safety | ||
| Number of fatalities | 0 | 0 | 0 |
| High-consequence injuries | 0 | 0 | 0 |
| Recordable injuries | 4 | 5 | 4 |
| Recordable work-related ill health cases | 0 | 0 | 0 |
| Governance Metrics | |||
| Scope: Group | Board Composition | ||
| Board independence(%) | 67 | 67 | 67 |
| Women on the board(%) | 17 | 17 | 17 |
| Scope: Group | Management Diversity | ||
| Women in the management team (%) | 41 | 36 | 38 |
| Managementpersonnel hired from the local community (%) | 97 | 98 | 100 |
| Scope: Group | Ethical Behaviour | ||
| Anti-corruption disclosures: number of discussion & standards | GRI 205 | GRI 205 | GRI 205 |
| Number of incidents of corruption reported and actions taken | 0 | 0 | 0 |
| Alignment with Frameworks | GRI, TCFD | ||
| Assurance | Internal review of sustainability | ||
| reporting process |
Note: The sum of the categories may be slightly different to the total due to rounding.
Aztech Global Ltd.
31
Corporate Governance Report
Aztech Global Ltd. (“ Aztech ” or the “ Company ”) and its subsidiaries (collectively, the “ Group ”) are fully committed to upholding the highest standards of corporate governance, integrity and professionalism at all levels and has put in place a robust governance framework with well-defi ned policies, internal controls and risk management systems. The Company has complied in all material respects with the principles and provisions of the Singapore Code of Corporate Governance 2018 (the “ Code ”).
This report sets out the Company’s corporate governance practices with reference to the Code. Any deviations from the provisions of the Code are appropriately explained to demonstrate that the Company’s practices are consistent with the intent of the Code.
BOARD MATTERS
PRINCIPLE 1- THE BOARD’S CONDUCT OF AFFAIRS PRINCIPLE 2- BOARD COMPOSITION AND GUIDANCE
The Board’s Role
The Board of Directors (“ Board ”) oversees the business affairs and performance of the Group and sets the strategic direction of the Group, with a focus on creating value for its shareholders and ensuring the long-term success of the Group through innovation and sustainability. The directors of the Company (“ the Directors ”) are fi duciaries who act objectively in the best interests of the Company and hold Management accountable for performance.
The Board’s principal functions include providing guidance to Management on the Group’s strategy, reviewing Management’s performance, overseeing the corporate governance of the Group and setting the tone for the Group in relation to values and ethical standards of conduct.
The Board is also responsible for establishing and overseeing the implementation of a sound risk management framework to identify, manage and mitigate risks, ensuring compliance with the applicable legislative and regulatory requirements, reviewing and approving budgets and fi nancial plans and monitoring the Group’s fi nancial performance. The Board also monitors the capital structure and capital effi ciency of the Group, taking into consideration the Group’s long-term requirements.
The Board approves the remuneration polices and guidelines for the Board and Management, reviews the performance of senior Management and the CEO, and oversees succession planning.
The Board also oversees the Group’s sustainability strategy and the integration of economic, environmental, social and governance (“ EESG ”) issues as part of the Group’s long-term business strategy. Further details are set out in the “Sustainability Matters” section below.
The term “Management” is used interchangeably with “Key Management Personnel” in this Annual Report.
Matters Requiring Board Approval
The key matters requiring board approval include:
-
(a) Annual budgets and business plans;
-
(b) Announcement of half-yearly and full-year results and release of annual reports, including sustainability reports, as may be prescribed by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”);
-
(c) Any alteration to the share capital of the Company or the issuance of shares;
-
(d) Declaration of interim dividends and proposal of fi nal dividends;
-
(e) Any investment, divestment, material acquisition or disposal of assets or capital expenditure exceeding threshold limits as approved by the Board from time to time;
Annual Report 2025
32
Corporate Governance Report
-
(f) Any borrowings, lending of funds or incurring of fi nancial liabilities or commitment related to grant of guarantees, securities and collateral guarantees by the Group;
-
(g) The entering into of any profi t-sharing arrangement with any other person;
-
(h) Interested person transactions;
-
(i) The creation of any mortgage over any of the Group’s immovable property or any lien or charges created on the Group’s movable property; and
-
(j) Any amendments to the constitution of the Company (“Constitution”).
Apart from the aforesaid matters specifi cally requiring the Board’s approval, the Board has established fi nancial authorisation and approval limits for other matters or transactions which require its approval. All matters which are not specifi cally reserved for the Board and are necessary for the day-to-day management of the Group and the implementation of corporate objectives are delegated to the Management.
Board Size and Composition
The Board comprises the following Directors:
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Name of Director Age Position held on the Board Nature of Appointment
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| Name of Director | Age | Position held on the Board | Nature of Appointment |
|---|---|---|---|
| Michael Mun | 76 | Executive Chairman and CEO | Executive/ Non-Independent |
| Jeremy Mun | 50 | Executive Director and COO | Executive/ Non-Independent |
| Christopher Huang | 40 | Lead Independent Director | Non-Executive/ Independent |
| Jeann Low | 65 | Independent Director | Non-Executive/ Independent |
| Larry Tan | 68 | Independent Director | Non-Executive/ Independent |
| TS Tan | 71 | Independent Director | Non-Executive/ Independent |
*Mr Jeremy Mun is the son of Mr Michael Mun.
Further key information about the Directors are disclosed in pages 14 and 15 of this Annual Report.
The size and composition of the Board are reviewed from time to time by the Nominating Committee. The Nominating Committee seeks to ensure that the size of the Board is conducive for effective discussion and decision-making and that the Board has an appropriate balance of executive, independent and non-independent Directors and diversity in expertise, skills and attributes among the Directors.
The Board comprises two (2) Executive Directors and four (4) independent Directors who are independent from Management, the Company’s substantial shareholders and the Company’s wholly owned subsidiaries. The Board has appointed a Lead Independent Director. A description of the role of the Lead Independent Director is set out on page 38.
Board Committees
The Board has established the following three (3) committees to assist the Board in discharging its responsibilities:
-
(a) Audit Committee (“ AC ”)
-
(b) Nominating Committee (“ NC ”)
-
(c) Remuneration Committee (“ RC ”)
33
Corporate Governance Report
Each Board Committee has written terms of reference which set out its composition and responsibilities. These terms of reference are regularly reviewed to ensure their continued relevance and to refl ect any changes in corporate governance or legal practices. Any changes to the terms of reference of any Board Committee will require Board approval. Each Board Committee comprises only Independent Directors.
The Board Committees report their decisions and/or recommendations to the Board. Notwithstanding the delegation of authority to the Board Committees on specifi ed matters, the ultimate responsibility for all matters lies with the Board. The key responsibilities of the respective Board Committees are as follows:
| Key Responsibilities of the Board Committees | Key Responsibilities of the Board Committees | Key Responsibilities of the Board Committees |
|---|---|---|
| AC | NC | RC |
| • Monitoring f nancial performance • Identifying and managing signif cant risks |
• Ensuring an effective Board is in place • Overseeing Management’s performance • Succession planning |
• Reviewing and recommending a remuneration framework for the Board and Key Management Personnel • Ensuring remuneration policies and systems are adhered to |
Board and Board Committee Meetings
The Board of Directors and Board Committees meet regularly to discuss corporate governance, strategy and operational matters. Ad hoc meetings may be held as and when warranted by circumstances. The Board and Board Committee meetings may include presentations by Management, external advisors and/or consultants on risk management issues, tax matters, sustainability matters and developments in the business and regulatory landscape.
Board and Board Committee meetings are scheduled prior to the start of each fi nancial year in consultation with the Directors to enable the Directors to plan ahead for their attendance at these meetings. The Independent Directors meet separately, without the presence of Management, at least once a year.
The Board of Directors and Board Committees are provided with the agenda, board papers and any other relevant materials prior to each Board and Board Committee Meeting to enable them to be properly informed of matters to be discussed and/or approved at such meetings. Attendance at Board and Board Committee meetings via electronic means is permitted under the Company’s Constitution. Directors who are unable to attend a Board or Board Committee meeting can discuss issues relating to the matters to be raised at the meeting with the other Board or Board Committee members.
A record of the Directors’ attendance at meetings during the fi nancial year ended 31 December 2025 (“ FY2025 ”) is set out below.
Directors’ attendance at Board/ general meetings during FY2025
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Independent Directors Annual General Meeting
Name of Director Board Meetings Meeting on 11 April 2025
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| Name of Director | Board Meetings | Independent Directors Meeting |
Annual General Meeting on 11 April 2025 |
|---|---|---|---|
| Michael Mun | 7 of 7 | N/A | |
| Jeremy Mun | 7 of 7 | N/A | |
| Christopher Huang | 7 of 7 | | |
| Jeann Low | 7 of 7 | | |
| Larry Tan | 7 of 7 | | |
| TS Tan | 7 of 7 | | |
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Directors’ attendance at Board Committee meetings during FY2025
==> picture [514 x 22] intentionally omitted <==
----- Start of picture text -----
Name of Director AC NC RC
----- End of picture text -----
| Name of Director | AC | NC | RC |
|---|---|---|---|
| Michael Mun | 6 of 6 (by invitation) | 5 of 5 (by invitation) | 6 of 6 (by invitation) |
| Jeremy Mun | 6 of 6 (by invitation) | 5 of 5 (by invitation) | 5 of 5 (by invitation) |
| Christopher Huang | 6 of 6 | 5 of 5 | 6 of 6 |
| Jeann Low | 6 of 6 | 5 of 5 | 6 of 6 |
| Larry Tan | 6 of 6 | 5 of 5 | 6 of 6 |
| TS Tan | 6 of 6 | 5 of 5 | 6 of 6 |
Independent Directors
A Director is considered independent if he or she has no relationship with the company, its related corporations, substantial shareholders or its offi cers that could interfere or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interests of the company. The Board considers the existence of relationships or circumstances, including those identifi ed by the Listing Manual of the SGX-ST (“ Listing Manual ”) and the Practice Guidance to the 2018 Code (“ Practice Guidance ”), that are relevant in its determination as to whether a Director is independent.
The responsibilities of the Independent Directors include:
-
(a) assisting with developing and reviewing plans and strategies proposed by the Executive Directors and Management;
-
(b) reviewing the performance of Management in achieving goals and objectives; and
-
(c) evaluating Board processes, succession planning, corporate governance initiatives and the Group’s performance.
The Independent Directors, led by the Lead Independent Director, meet at least once a year without Management to review Management’s performance in meeting goals and objectives, or to discuss any other relevant matters. In FY2025, the Independent Directors made recommendations to the Board in relation to succession planning and business strategy to mitigate risks facing the Group. The Board has considered these recommendations and worked with the Management team in implementing the appropriate measures. Such meetings allow the Independent Directors to provide objective and independent checks on Management. Feedback is also provided by each Director in a formal Board Evaluation Questionnaire annually. The feedback provided is consolidated in a report which is presented to the NC and the Board for review. All Directors have demonstrated objectivity in their deliberations in the best interests of the Company. During the year, the NC has proposed a succession plan to the Board for consideration and the Management has been directed to train the relevant internal staff and also source potential candidates for the new roles.
The NC reviews the independence of Directors annually, and as and when circumstances require, pursuant to guidelines set out in the Code and Rule 210(5)(d) of the Listing Manual and presents its recommendations to the Board. Directors are required to disclose any relationships with the Company, its related corporations, its substantial shareholders or its offi cers which may affect their independence, as and when they arise. Each Independent Director completes an annual declaration form confi rming his or her independence which is then reviewed by the NC.
Based on the declarations provided by the Directors and taking into account the guidance in the Code, the Listing Manual and the Practice Guidance, the Board, with the input of the NC, has determined that Mr Christopher Huang, Ms Jeann Low, Mr Larry Tan and Mr TS Tan are each independent. Each Independent Director had abstained from the review and determination of his or her independence status by the NC and the Board.
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Confl icts of Interest
Each Director is required to disclose any confl ict of interest, whether direct or indirect, in relation to a transaction or proposed transaction with the Group as soon as practicable after he or she becomes aware of the relevant facts. Each Director is also required to submit, annually, the details of his or her other directorships and interests in other entities for the purpose of monitoring interested person transactions. In the event a Director has a confl ict of interest in relation to a matter, the Director will recuse himself or herself from all discussions involving the issues of confl ict, unless the Board is of the opinion that the Director’s presence and participation is necessary, but the Director shall in any event recuse himself or herself from any decision-making in relation to such issues of confl ict.
Access to Management
Prior to each Board and Board Committee meeting, the agenda and any reports and documents pertaining to the agenda items are circulated to the Board or the Board Committee members. This ensures that the Board and Board Committee members are allowed suffi cient time to review the information and seek clarifi cation if required.
Management regularly provides the Board with updates on the Group’s operational and fi nancial performance and the operational challenges for the Group. Budgets are discussed annually and any material variances between the projections and actual results are explained comprehensively by the fi nance team. The fi nance team presents the fi nancial highlights and a detailed analysis of each quarter’s performance and addresses any queries that the Board may have. The Board has separate and independent access to Management.
Company Secretary
In addition to the above, the Board has separate and independent access to the Company Secretary and, as necessary, external independent professional advice at the Company’s expense. The Company Secretary assists in the coordination and liaison between the Board, the Board Committees and Management, attends the Board and Board Committee meetings and prepares minutes of these proceedings and assists with the proper functioning of the Board, including compliance with the Code, the Company’s Constitution, the Listing Manual and applicable legislation.
The Company Secretary is legally trained and experienced in company secretarial matters. The appointment and removal of the Company Secretary is subject to approval by the Board.
Induction, Training and Development
The Board values ongoing professional development and recognises that it is important for all Directors to receive regular training to enable them to serve effectively on the Board.
Newly appointed directors are briefed by Management on the Group’s business activities, strategy, governance practices and their duties and responsibilities as directors.
Directors who do not have any prior experience as a director of an issuer listed on the SGX are provided training on the roles and responsibilities of a listed issuer in accordance with the Listing Manual. These training costs are borne by the Group.
Directors are encouraged to undergo continual training and professional development during their term of appointment. The training attended by the Directors during FY2025 are as follows:
| Training | Michael Mun |
Jeremy Mun |
Christopher Huang |
Jeann Low |
Larry Tan | TS Tan |
|---|---|---|---|---|---|---|
| Development of AI Regulations and Cybersecurity- training conducted by Rajah & Tann Technologies Pte Ltd |
| | | | | |
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Skills and Diversity
The Company has adopted a Board diversity policy which recognises that a diverse Board comprising directors with a balance and mix of skills, professional experience, knowledge (particularly across different geographical jurisdictions), educational background, gender, age and length of service will enhance the effectiveness of the Board. In determining the optimum composition and size of the Board and each Board committee relative to the Group’s business needs, the Board and NC consider the business acumen, management expertise, engineering and technology expertise, as well as professional experience relating to audit, accounting, fi nance and legal matters to be key skills and knowledge directors should possess in order to carry out their duties and serve effectively on the Board and Board committees. The current Board is made up of members with diverse backgrounds, skill sets and experience (including extensive and in-depth corporate experience involving listed companies), ranging from accounting, fi nance, regulatory and legal expertise, industry knowledge to entrepreneurial business skills and experience in regional investment and strategic matters, which, in the Board’s opinion, are essential and valuable for decision-making in the best interests of the Group. A breakdown of the knowledge and experience of the existing Directors is set out below based on the key skills identifi ed by the Board and the NC as preferred for the Group’s business needs:
| Directors’ Skills Matrix | Directors’ Skills Matrix |
|---|---|
| Audit, Accounting and Finance | 4 Directors |
| Legal | 1 Director |
| Executive Leadership | 6 Directors |
| Engineering and technology | 4 Directors |
| Entrepreneurship | 6 Directors |
| Environment, Social and Governance | 6 Directors |
| Directors’ Expertise and Experience by Geography | Directors’ Expertise and Experience by Geography |
|---|---|
| Singapore | 6 Directors |
| Asia Pacif c | 6 Directors |
| United States | 4 Directors |
| Europe | 2 Directors |
Directors’ Length of Service
| Directors’ Length of Service | Directors’ Length of Service |
|---|---|
| Less than 3 years | N.A. |
| 3 to 5 years | 1 Director |
| More than 5 years | 5 Directors |
The NC is satisfi ed that the Board and Board Committees currently comprise Directors who as a group provide an appropriate balance and diversity of skills, knowledge, experience, age, gender, and core competencies required for the Board and Board Committees to discharge their responsibilities effectively and ensure that the Group continues to be able to meet the challenges and demands of the markets in which it operates.
The NC will review the Group’s board diversity policy annually to ensure its continued effectiveness and will recommend any revisions, if required, to the Board for approval. In relation to gender diversity, the Board recognises gender as a key aspect of diversity and will strive to ensure that female candidates are included for consideration when the NC seeks to identify new Director(s) to be appointed to the Board and that there is appropriate female representation on the Board, acknowledging that the Board’s needs may change from time to time depending on the Group’s business strategy and the skills, experience and composition of the Board.
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There is currently one (1) female director on the Board, who is a member of the NC and RC as well as the Chairman of the AC. The Group has achieved its target, as stated in the Group’s Annual Report for the fi nancial year ended 31 December 2021 (“ FY2021 ”), of having at least one (1) female director on the Board within a three (3) year timeframe. The Group will work towards achieving the target of having at least 25% of Board seats held by females by 2030, subject to suitable candidates being identifi ed (including through external search fi rms if required) and recommended by the NC to the Board.
The NC considers the expertise, skills and attributes of the Board and the Board Committees as well as the requirements of the Group in determining if the role of the Lead Independent Director and the Chairman of one or more of the Board Committees are to be rotated every two (2) years. In view of this, the Company announced the following appointments with effect from 1 May 2025:
-
Lead Independent Director - Mr Christopher Huang
-
Audit Committee Chairman - Ms Jeann Low
-
Nominating Committee Chairman - Mr Larry Tan
-
Remuneration Committee Chairman - Mr TS Tan
PRINCIPLE 3- CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Mr Michael Mun presently serves as both the Chief Executive Offi cer (“ CEO ”) of the Company and Executive Chairman (“ Chairman ”) of the Board. The combining of the roles of CEO and Chairman enables Mr Michael Mun to draw upon his extensive knowledge, skills and experience in leading and expanding the Group’s business.
In compliance with Provision 3.2 of the Code, Mr Michael Mun’s roles as CEO and Chairman are clearly defi ned in the Company’s Corporate Governance Code, which has been formally approved by the Board.
As Chairman, Mr Michael Mun is responsible for leading the Board and ensuring its effectiveness, including:
-
(a) creating the conditions for overall effectiveness of the Board, the Board Committees and individual directors;
-
(b) promoting high standards of corporate governance with the full support of the Directors, the internal Company Secretary and Management;
-
(c) approving the agenda for Board meetings and ensuring the allocation of suffi cient time for thorough discussion of agenda items;
-
(d) promoting an open environment for debates and ensuring that Non-Executive Directors are able to speak freely and contribute effectively;
-
(e) encouraging cordial and constructive relations between the Executive Directors and Non-Executive Directors;
-
(f) exercising control over the quality, quantity and timeliness of information fl ow between the Board and Management including ensuring that Directors receive accurate, timely and clear information;
-
(g) providing close oversight, guidance, advice and leadership to Management; and
-
(h) fostering constructive dialogue and relations between shareholders, the Board and Management at AGMs and other shareholder meetings.
As the CEO, Mr Michael Mun is responsible for:
-
(a) running the overall business and operations of the Group within the authority delegated to him by the Board;
-
(b) ensuring the implementation of policies and strategies across the Group as set by the Board;
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-
(c) managing the executive and senior management team and reporting to the Board;
-
(d) leading the development of senior management within the Group for future director roles; and
-
(e) leading the development and execution of long-term strategies, with the goal of increasing shareholder value.
The Board is of the view that there are suffi cient safeguards in place to prevent the concentration of power and authority in any one individual and that Mr Michael Mun’s accountability and responsibility for each role has not been compromised as the majority of the Board comprises Independent Directors. This ensures an appropriate balance of power, suffi cient accountability and independent decision-making on the Board.
Further, as recommended by Provision 3.3 of the Code, a Lead Independent Director has been appointed, which strengthens the independent element of the Board and ensures an appropriate balance of power is maintained on the Board. In addition, the AC, NC and RC comprise only Independent Directors. The Board is of the view that the Independent Directors have demonstrated a high level of commitment to their roles and ensured that there is a good balance of power and authority on the Board.
Given the strong independent element of the Board enabling the Board to exercise independent and objective judgment in relation to the Group’s corporate affairs, the Board is of the view that there are adequate safeguards and checks in place to ensure that the process of decision-making by the Board is based on collective decisions by the Directors without any excessive or unrestricted concentration of power or infl uence residing in any one individual.
In view of the above, the Board believes that despite deviating from Provision 3.1 of the Code, the Company’s practices and safeguards are consistent with the intent of Principle 3 of the Code as there exists a clear division of responsibilities between the leadership of the Board and Management and no one individual of the Board has unfettered powers of decision-making.
The NC conducts an annual review of the performance of Mr Michael Mun and his ability to carry out his duties as the Group’s Executive Chairman and CEO and makes recommendations to the Board as appropriate.
Lead Independent Director
Mr Christopher Huang was appointed the Lead Independent Director on 1 May 2025. As the Lead Independent Director, he leads and co-ordinates the activities of the Independent Directors where the Chairman is confl icted. The Lead Independent Director is available to address shareholders who may have concerns in relation to matters which have not been able to be resolved through contact with the Chairman or Management or where such contact is not appropriate.
The Lead Independent Director may be contacted via [email protected], as stated in the “Investor Relations” link https://www.aztechglobal.com/investor-relations/investor-relations-contact.html.
PRINCIPLE 4- BOARD MEMBERSHIP
NC Members
The members of the NC are Mr Larry Tan (Chairman), Mr Christopher Huang, Ms Jeann Low and Mr TS Tan. All members of the NC are Independent Directors.
The key responsibilities of the NC include reviewing the structure, size, composition and independence of the Board and its Board Committees, reviewing the training and professional development programmes for the Directors and ensuring that the new Directors are aware of their duties and obligations, identifying the balance of skills, qualifi cations, experience and diversity required for the Board to effectively discharge its responsibilities, and developing a process for evaluating the performance of the Board, the Board Committees and the contributions of the Chairman/CEO and each Director. The NC also nominates candidates to meet the needs and requirements of the Group and reviews and makes recommendations to the Board on the succession plans for the Directors, the Board Chairman and Key Management Personnel.
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Selection, Appointment and Re-appointment of Directors
The NC’s responsibilities include making recommendations to the Board in relation to the appointment and re-election of Directors and determining the independence of the Directors. In making these recommendations, the NC reviews and evaluates the skills, knowledge and experience of the Directors on the Board and the needs of the Board, taking into consideration the Group’s business strategy and plans, diversity criteria and the contribution and commitment of each Director.
The NC has a formal process for the selection of new Directors, including alternate Directors, to increase transparency of the nomination process in identifying and evaluating nominees for Directors. The NC evaluates the balance of qualifi cations, skills, knowledge, experience, gender and age of the existing Directors with the requirements of the Group. In light of such evaluation, the NC determines the roles and the key attributes that an incoming Director should have. After endorsement by the Board of the key attributes, the NC goes through a short-listing process. If candidates identifi ed from this process are not suitable, the NC will consult other resources and appoint executive recruitment agencies in the search process.
Regulation 97 of the Company’s Constitution provides that at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from offi ce by rotation. Further, all Directors must submit themselves for re-nomination and re-appointment at least once every three (3) years. In addition, Director(s) appointed by the Board during the fi nancial year shall hold offi ce until the next annual general meeting and thereafter be eligible for re-election at that annual general meeting. Ms Jeann Low Ngiap Jong and Mr TS Tan shall each be retiring pursuant to Regulation 97 of the Constitution, and being eligible, are offering themselves for re-election at the Company’s forthcoming annual general meeting on 20 April 2026 (“ 2026 AGM ”).
The Board has accepted the NC’s recommendation to seek shareholders’ approval to re-elect each of Ms Jeann Low and Mr TS Tan at the 2026 AGM. In making this recommendation, the NC has considered the respective Director’s overall performance and contributions. Each Director had abstained from the NC’s assessment of their performance and deliberation on their re-nomination as Directors of the Company.
As required under Rule 720(6) of the Listing Manual, the information relating to Ms Jeann Low and Mr TS Tan, each of whom is standing for re-election as a Director at the 2026 AGM, has been set out in the section titled “Additional Information on Directors Seeking Re-election”.
Independence
The NC reviews the independence of Directors annually, and as and when circumstances require, and presents its recommendations to the Board. Directors are required to disclose any relationships with the Company, its related corporations, its substantial shareholders or its offi cers which may affect their independence, as and when they arise. In particular, the independent Directors complete an annual independence declaration form which is then reviewed by the NC.
Based on the declarations provided by the Directors and taking into account the guidance in the Code, the Listing Manual and the Practice Guidance, the Board has determined that Mr Christopher Huang, Ms Jeann Low, Mr Larry Tan and Mr TS Tan are independent. Mr Michael Mun and Mr Jeremy Mun are the only non-independent Directors. Each Director abstained from the review and determination of their independence status by the NC and the Board.
Annual Evaluation of the Board, Board Committees, Chairman/CEO and Directors
The NC evaluates the performance of the Board and Board Committees as a whole, the Chairman/CEO and the contribution of each Director to the effectiveness of the Board, annually.
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The NC also determines annually whether Directors who hold multiple board representations and other principal commitments are able to, and have been able to, allocate suffi cient time and attention to discharging their responsibilities. The table below sets out the tenure of the Directors and the date of their last re-appointment:
==> picture [514 x 19] intentionally omitted <==
----- Start of picture text -----
Name of Director Date of appointment Date of re-appointment
----- End of picture text -----
| Name of Director | Date of appointment | Date of re-appointment |
|---|---|---|
| Michael Mun | 27 May 2009 | 11 April 2025 |
| Jeremy Mun | 8 August 2017 | 16 April 2024 |
| Christopher Huang | 19 February 2021 | 16 April 2024 |
| Jeann Low | 1 August 2022 | 28 April 2023 |
| Larry Tan | 19 February 2021 | 11 April 2025 |
| TS Tan | 19 February 2021 | 28 April 2023 |
The directorships and principal commitments of the Directors at the date of this Annual Report and in the preceding three (3) years are set out in Appendix A of this report.
The Company has adopted guidelines which address the competing time commitments which may arise should Directors hold multiple board appointments. These guidelines provide that each Director should not hold more than six (6) directorships in listed companies. In determining whether each Director is able to devote suffi cient time to discharging his or her duties as a director of the Company, the NC considers each Director’s attendance at meetings, the contributions by him or her during meetings and his or her personal capabilities and any other time commitments.
Having reviewed each Director’s attendance and participation at meetings during the year, the NC is of the view that all Directors were able to effectively discharge their duties as Directors of the Company and the Directors who held other board appointments were nevertheless able to effectively discharge their duties as Directors of the Company.
There are no alternate Directors on the Board.
PRINCIPLE 5- BOARD PERFORMANCE
Evaluation of the Board, Board Committee and Individual Directors
The Board, with the assistance of the NC, has approved the objective performance criteria and implemented a formal process for the annual assessment of the effectiveness of the Board as a whole and its Board Committees and the contribution by the Chairman and each Director to the effectiveness of the Board.
The Board, with the assistance of the NC, undertakes a process for evaluating the performance and effectiveness of the Board, the Board Committees, the Chairman and each Director. As part of this process, each Director completes evaluation questionnaires in relation to the Board, the Board Committees and the performance of the Directors and the Chairman of the Board, the results of which are consolidated by the Company Secretary and reported to the NC and thereafter, the Board.
The criteria in the Board evaluation questionnaires include Board composition, the Board’s understanding of its responsibilities and effectiveness in discharging its responsibilities, the Board’s goals, effectiveness of Board meetings and the Board’s oversight of how the Group manages its material economic, environmental and social factors. The criteria in the evaluation questionnaires for the Board Committees include the respective Board Committee’s understanding of its roles and responsibilities, its effectiveness in discharging its obligations and its independence.
For the evaluation of the Chairman and each Director, the criteria include attendance at meetings, overall participation during meetings, leadership capability and general effectiveness in discharging the role of Chairman/ Director, as applicable.
The abovementioned evaluation criteria are determined by the NC and approved by the Board. The Directors may also provide feedback on any matters which do not fall under any of the categories stated in the evaluation questionnaires and suggest specifi c areas for improvement.
The Board has not engaged any external facilitator in assessing the Board’s performance.
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Corporate Governance Report
The NC is of the view that the Board and the Board Committees operate effectively and the Chairman/CEO and each Director is able to contribute to the overall effectiveness of the Board.
REMUNERATION MATTERS
PRINCIPLE 6- PROCEDURES FOR DEVELOPING REMUNERATION POLICIES
RC Members and Responsibilities
The members of the RC are Mr TS Tan (Chairman), Mr Christopher Huang, Ms Jeann Low and Mr Larry Tan. All members of the RC are Independent Directors.
The RC meets at least annually and plays a key role in ensuring that the Group is able to attract, recruit, motivate and retain the best talent through competitive remuneration. RC members abstain from decisions regarding their own remuneration.
The main role of the RC is to assist the Board in establishing a remuneration framework for the Board and Key Management Personnel and specifi c remuneration packages for each Director and each Key Management Personnel. The remuneration framework includes, but is not limited to, Directors’ fees, salaries, allowances, bonuses, grant of shares and share options and benefi ts in kind and sets out the various performance criteria for evaluating the performance of Directors and Key Management Personnel.
Other key responsibilities of the RC include:
-
(a) reviewing, annually, the mix of remuneration and benefi ts, and the remuneration policies and practices of the Company;
-
(b) reviewing the performance of Key Management Personnel in accordance with the Company’s leadership competencies framework and formulating plans for their continued growth within the Company;
-
(c) reviewing the Company’s obligations in the event of termination of the service agreements of the Executive Chairman and CEO, Executive Directors and Management to ensure that the termination clauses in these agreements are fair and reasonable and are not overly generous; and
-
(d) administering the Group’s Employee Share Option Scheme (“ Aztech ESOS ”), Performance Share Plan (“ Aztech PSP ”) and Long-Term Retirement Incentive Plan (“ LTRP ”) in accordance with their terms and conditions and the Listing Manual rules, and recommends to the Board any modifi cations, if required.
Engagement of Remuneration Consultants
The RC may, as required from time to time, engage external consultants to advise on remuneration matters. In the event that external consultants are engaged, the RC shall ensure that the Company’s relationships with these external consultants will not affect the independence and objectivity of these external consultants. The RC has not engaged external remuneration consultants in FY2025.
PRINCIPLE 7- LEVEL AND MIX OF REMUNERATION
Remuneration of Executive Directors and Management
The RC reviews the remuneration of the Executive Directors and Key Management Personnel annually, taking into consideration the prevailing market conditions, and if required, benchmarks the remuneration and employment conditions with those in the industry. The RC seeks to ensure that the remuneration of Executive Directors and Key Management Personnel links rewards with performance and is competitive and appropriate to attract, motivate and retain the best talents to continually grow the Group’s business and that the remuneration framework, as approved by the Board, supports the Group’s business strategies and long-term growth and enhances shareholder value.
The remuneration framework is tailored to the specifi c role and circumstances of each Director and Key Management Personnel to ensure an appropriate remuneration level and mix that recognises the responsibilities and performance of these individuals.
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Remuneration Policy
For FY2025, the RC has reviewed the remuneration framework and specifi c remuneration packages for the Board and Management to ensure that a signifi cant proportion of remuneration is linked to performance on an annual and long-term basis, with targets appropriately set for threshold and payment for stretch and exceptional performance levels. The RC has also benchmarked the Company’s remuneration packages against those in the industry and evaluated their competitiveness in attracting and retaining highly experienced and talented individuals. Finally, the RC has also ensured that the remuneration packages are commensurate with the experience and responsibilities of the respective Key Management Personnel, are aligned with the interests of both the Key Management Personnel and shareholders and will enable the Company to remain competitive.
The RC will review the remuneration framework and remuneration packages from time to time to ensure their continued competitiveness and relevance amidst changing market conditions. The RC may consider linking sustainability performance to the remuneration of Key Management Personnel.
The Executive Directors’ and Management’s remuneration shall be subject to review by the Board and the RC annually and adjusted, taking into account, inter alia, their individual contributions, the Group’s performance and benchmarking against market rates.
The Executive Directors and Management may, if the RC in its absolute discretion deems fi t and approvals are obtained from regulatory authorities where necessary, be entitled to participate in the Aztech ESOS and/or Aztech PSP.
The Executive Directors and Management shall also be entitled to participate in the Company’s LTRP, subject to any limits as determined by the Board from time to time.
Remuneration of Executive Directors and Management
The total remuneration provides an appropriate balance between fi xed and performance-related components. The remuneration structure refl ects the responsibilities of the Executive Director and Management and their impact on business performance. The average pay mix of Executive Directors and Management consists of approximately 55.19% fi xed components and 44.81% variable components.
The service contracts with the Executive Directors have been renewed effective on and from 1 January 2024 for a term of three (3) years. Each service contract contains a clawback of incentive component clause to safeguard the Group’s interests in exceptional circumstances of misstatement of fi nancial results or misconduct resulting in fi nancial loss or fraud by the respective Executive Director. Incentive components refers to (1) the amount of, or payment or value received with respect to, the Executive Director’s annual incentive awards under the Company’s profi t pool and any discretionary bonus as may be awarded from time to time; (2) share options and/or awards granted to the Executive Director pursuant to any share option or awards schemes as may be administered by the Company (or any amount attributable to such awards); and (3) any other incentive-based compensation in respect of any Company plan or agreement.
The key remuneration components for Executive Directors and Management are set out below:
| Total Remuneration | Total Remuneration |
|---|---|
| A. Fixed Components Base Salary Benef ts & Provident |
B. Performance-related Components Variable Bonuses Long-term Incentives |
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Corporate Governance Report
A. Fixed Components
- (i) Base Salary:
The base salary reflects the particular job’s market value while taking into account each employee’s responsibilities, competencies and experience and is linked to the employee’s performance.
(ii) Benefi ts and Provident:
Benefi ts and provident are consistent with local market practices and legislative requirements and are not directly linked to performance. The Company contributes towards the Singapore Central Provident Fund or the Hong Kong Mandatory Provident Fund, as applicable. The benefi ts provided by the Company include a medical schemes, employee discounts and allowances.
The base salary and fi xed allowances for each Key Management Personnel are reviewed annually by the RC and approved by the Board.
B. Performance-related Components
- (i) Variable bonuses comprise:
Performance Bonuses: bonuses aimed at rewarding achievements of annual targets set for each Key Management Personnel and are paid in cash. The quantum of these bonuses varies according to the achievement of performance targets set for each Key Management Personnel, his or her business unit, and the Group more generally.
Prof t Sharing: annual cash awards given to Key Management Personnel and selected employees subject to the Group achieving certain profi t after tax targets and are calculated based on the Group’s audited consolidated profi t after tax for the relevant fi nancial year, which is subject to review from time to time by the RC and requires the approval of the Board. The quantum of these awards varies according to each individual’s performance and contribution to the Group for the fi nancial year.
-
(ii) Long-term incentives aimed at retaining key talent, cultivating loyalty, contributing to the growth of the Group include:
-
Aztech ESOS, which recognises employees and Directors based on Group’s performance and profi tability. The Aztech ESOS is discussed in further detail on pages 47, 73, 74, 114 and 115;
-
Aztech PSP, which provides employees and Directors who have contributed signifi cantly to the growth and performance of the Group an opportunity to participate in the equity of the Company so as to motivate them, cultivate loyalty, encourage higher standards of performance, and recognise their contributions and service to the Group. No shares have been granted pursuant to the Aztech PSP thus far. The Aztech PSP is discussed in further detail on pages 47 and 75; and
-
LTRP, which provides certain employees with a one-time cash pay-out when they reach the minimum retirement age prescribed by law and is an integral component of the Company’s compensation plan. The LTRP has been in place since the fi nancial year ended 31 December 2019. Further details can be found on pages 73 and 114.
Remuneration of Independent Directors
The RC reviews the Independent Directors’ fees annually and makes recommendations to the Board. The Independent Directors’ fees are subject to the approval of the shareholders at the annual general meeting. No RC member is involved in deliberating on and making decisions in respect of any remuneration, compensation or any form of benefi ts to be granted to themselves.
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PRINCIPLE 8- DISCLOSURE ON REMUNERATION
The Company’s disclosure on remuneration has been made in compliance with Provision 8.1 and the intent of Principle 8 of the Code.
Directors’ Fees
The fees for each Director refl ect their contributions, experience, qualifi cations, responsibilities and time commitments.
Structure of Directors’ Fees - FY2025
==> picture [515 x 30] intentionally omitted <==
----- Start of picture text -----
Fee for Executive Executive Independent Independent Independent Independent
FY2025 Director Director Director 1 Director 2 Director 3 Director 4
----- End of picture text -----
| Fee for FY2025 |
Executive Director |
Executive Director |
Independent Director 1 |
Independent Director 2 |
Independent Director 3 |
Independent Director 4 |
|
|---|---|---|---|---|---|---|---|
| Board Member | $50,000.00 | $50,000.00 | $50,000.00 | $50,000.00 | $50,000.00 | $50,000.00 | $50,000.00 |
| AC Chairman | $30,000.00 | – | – | $30,000.00 | – | – | – |
| AC Member | $10,000.00 | – | – | – | $10,000.00 | $10,000.00 | $10,000.00 |
| RC Chairman | $20,000.00 | – | – | – | $20,000.00 | – | – |
| RC Member | $5,000.00 | – | – | $5,000.00 | – | $5,000.00 | $5,000.00 |
| NC Chairman | $20,000.00 | – | – | – | – | $20,000.00 | – |
| NC Member | $5,000.00 | – | – | $5,000.00 | $5,000.00 | – | $5,000.00 |
| Lead Independent Director | $20,000.00 | – | – | – | – | – | $20,000.00 |
| TOTAL | $50,000.00 | $50,000.00 | $90,000.00 | $85,000.00 | $85,000.00 | $90,000.00 |
The aggregate Directors’ fees paid to the Directors for FY2025 was $450,000.00. The fees for each Director were calculated based on the actual number of days the Director held the relevant position, including as Member or Chairperson of the respective committees.
The remuneration of the Independent Directors paid for FY2025 was as follows:
| Directors’ Fees | Variable Bonus and Prof t Sharing |
*Others-Fixed | Total | |
|---|---|---|---|---|
| Christopher Huang | $88,333.00 | – | – | $88,333.00 |
| Jeann Low | $90,000.00 | – | – | $90,000.00 |
| Larry Tan | $86,667.00 | – | – | $86,667.00 |
| TS Tan | $85,000.00 | – | – | $85,000.00 |
- Contributions to the Central Provident Fund, allowances and car costs (if any) are included in the “Others – Fixed” column above.
Structure of Directors’ Fees for the f nancial year ending 31 December 2026 (“ FY2026 ”)
The structure of Directors’ Fees for FY2026 will be similar as per FY2025. The aggregate Directors’ fees to be paid to the Directors in FY2026 is $450,000.00.
Aside from the Directors’ fees stated above, the Independent Directors will not receive any other remuneration including any benefi ts in kind, share options, share-based incentives or awards, or other long-term incentives.
The Board concurred with the RC that the proposed Directors’ fees for FY2026 are appropriate to the levels of contributions by the Directors, their responsibilities, and their effort and time spent serving on the Board and Board Committees.
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Corporate Governance Report
Remuneration of CEO and Executive Directors
The remuneration of the CEO (who is also an Executive Director) paid in FY2025 is set out below:
| CEO and Executive Director |
Salary | Directors’ Fees | Variable Bonus and Prof t Sharing |
Others-Fixed(1) | Total(2) |
|---|---|---|---|---|---|
| Michael Mun | $1,008,000.00 | $50,000.00 | $2,108,755.91 | $82,020.39 | $3,248,776.30 |
The remuneration of the Executive Director (other than the CEO) paid in FY2025 is set out below:
| Executive Director (other than the CEO) |
Salary | Directors’ Fees | Variable Bonus and Prof t Sharing |
Others-Fixed(1) | Total(2) |
|---|---|---|---|---|---|
| Jeremy Mun | $270,900.00 | $50,000.00 | $407,231.00 | $46,169.19 | $774,300.19 |
Notes:
-
Contributions to the Central Provident Fund, allowances and car costs (if any) are included in the “Others – Fixed” column above.
-
There were no options granted under the Aztech ESOS to Michael Mun or Jeremy Mun.
Remuneration of Key Management Personnel
Key Management Personnel of the Company (who are not Directors or the CEO) in FY2025:
| 1. | Daniel Oh Yong Boon | – | Senior Vice President, Sales and Business Development |
|---|---|---|---|
| 2. | Pavani Nagarajah | – | Senior Vice President, Legal and Corporate Affairs |
| 3. | Terence Kwong Man Hong | – | Vice President, Research and Development |
| 4. | Annie Qian Junmin | – | Financial Controller |
| 5. | Ivan Mun Weng Kai* | – | Vice President, Business Development |
| 6. | Ivan Lee See Thiam** | – | Chief Financial Off cer |
-
Mr Ivan Mun Weng Kai resigned on 14 April 2025 and his last day of service was 13 May 2025.
-
** Mr Ivan Lee See Thiam resigned on 24 October 2025 and his last day of service was 31 October 2025.
In line with Provision 8.1 of the Code and as reported in previous years, the Company has elected to disclose the remuneration of Key Management Personnel (who are not Directors or the CEO) in bands of $250,000.00 and also provide a percentage breakdown of various components rather than disclosing the exact remuneration of the Key Management Personnel.
Annual Report 2025
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The percentage breakdown of the remuneration of the Key Management Personnel (who are not Directors or the CEO) in FY2025 is set out below:
==> picture [514 x 64] intentionally omitted <==
----- Start of picture text -----
Variable Aztech Aztech Aztech
Bonus ESOS (no. ESOS (no. ESOS (no.
Key Management and Profi t Others- of options of options of options
Personnel (who are not Salary Sharing Fixed Total granted in granted in granted in Aztech
Directors or the CEO) (%) (%) (%) (%) FY2021) FY2023) FY2025) PSP
----- End of picture text -----*
| Key Management Personnel (who are not Directors or the CEO) |
Salary (%) |
Variable Bonus and Prof t Sharing (%) |
Others-* Fixed (%)** |
Total (%) |
Aztech ESOS (no. of options granted in FY2021) |
Aztech ESOS (no. of options granted in FY2023) |
Aztech ESOS (no. of options granted in FY2025) |
Aztech PSP |
|---|---|---|---|---|---|---|---|---|
| Between $500,000 and $750,000 | ||||||||
| Daniel Oh Yong Boon | 33.69 | 60.52 | 5.79 | 100 | 200,000 | 200,000 | 400,000 | Nil |
| Between $250,001 and $500,000 | ||||||||
| Pavani Nagarajah | 48.26 | 45.53 | 6.21 | 100 | 200,000 | 200,000 | 400,000 | Nil |
| Annie Qian Junmin | 51.53 | 42.74 | 5.73 | 100 | 200,000 | 200,000 | 180,000 | Nil |
| Terence Kwong Man Hong | 44.83 | 54.24 | 0.93 | 100 | 200,000 | 200,000 | 400,000 | Nil |
| Up to $250,000 | ||||||||
| Ivan Mun Weng Kai | 45.60 | 37.98 | 16.42 | 100 | Nil | Nil | Nil | Nil |
| Ivan Lee See Thiam | 91.52 | 0.00 | 8.48 | 100 | Nil | Nil | Nil | Nil |
- Contributions to the Central Provident Fund, Hong Kong Mandatory Provident Fund allowances and car costs (if any) are included in the “Others – Fixed (%)” column above.
The aggregate remuneration of the abovementioned Key Management Personnel for FY2025 is $2,115,983.23.
No termination, retirement and post-employment benefi ts were granted to Directors and the abovementioned Key Management Personnel in FY2025.
No options were granted to Directors and Key Management Personnel in FY2025.
None of the Key Management Personnel (who are not Directors or the CEO) hold (directly or indirectly) any shares in the Company or its subsidiaries.
Remuneration of Employees who are Related Family Members of a Director or CEO or Substantial Shareholder
Ms Huang Xiaolin, who holds the position of Manager, Procurement and Logistics, at Aztech Technologies Pte. Ltd., is the spouse of Mr Ivan Mun Weng Kai, the son of Mr Michael Mun and brother of Mr Jeremy Mun.
The breakdown of the remuneration of Ms. Huang Xiaolin in FY2025 in bands of $100,000.00 with a percentage breakdown of various components is as follows:
| Employees who are related family members of a Director or CEO or Substantial Shareholder |
Salary (%) |
Variable Bonus and Prof t Sharing (%) |
Others-* Fixed (%)** |
Total (%) |
Aztech ESOS (no. of options granted in FY2021) |
Aztech ESOS (no. of options granted in FY2023) |
Aztech ESOS (no. of options granted in FY2025) |
Aztech PSP |
|---|---|---|---|---|---|---|---|---|
| Up to $100,000.00 | ||||||||
| Huang Xiaolin | 73.45 | 12.29 | 14.26 | 100 | 40,000 | 50,000 | 15,000 | Nil |
- Contributions to the Central Provident Fund and allowances are included in the “Others – Fixed (%)” column above.
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Corporate Governance Report
Save as disclosed, there were no employees who were immediate family members of a Director or the CEO or a Substantial Shareholder of the Company and whose remuneration exceeded $100,000.00 during FY2025.
The RC reviews the remuneration of employees who are related to the Group’s Directors, CEO or Substantial Shareholders annually to ensure that their remuneration packages are in line with the Group’s remuneration guidelines and are commensurate with their respective job scopes and responsibilities. The RC also reviews and approves any bonuses, pay increments and/or promotions for these related employees. Any new employment of related employees and the proposed terms of their employment will be subject to the review and approval of the NC. Any member of the RC or NC who is related to the employee whose remuneration or terms of employment are under review shall abstain from the review.
Disclosure of Other Benefi ts
Aztech ESOS
On 13 December 2021, pursuant to the Aztech ESOS, selected employees were granted an aggregate of 2,110,000 options to subscribe for a specifi ed number of Ordinary Shares in the Company at the price of $0.934 per Share.
On 29 September 2023, pursuant to the Aztech ESOS, selected employees were granted an aggregate of 2,250,000 options to subscribe for a specifi ed number of Ordinary Shares in the Company at the price of $0.806 per Share.
On 29 September 2025, pursuant to the Aztech ESOS, selected employees were granted an aggregate of 2,960,000 options to subscribe for a specifi ed number of Ordinary Shares in the Company at the price of $0.681 per Share.
The exercise prices of the options were determined at the average of the closing prices of the Company’s ordinary shares as quoted on the SGX-ST for fi ve (5) market days immediately preceding the date of the grant. No options were granted at a discount to the prevailing market price of the shares. 50% of the options shall vest at the end of one (1) year from the date of grant and the remaining options shall vest at the end of two (2) years from the date of grant. Once vested, the options are exercisable for a period of 10 years from the date of grant. The options may be exercised in full or in part in respect of 1,000 ordinary shares or a multiple thereof, on payment of the exercise price. Since the adoption of the Aztech ESOS, no options have been granted to a Director or a controlling shareholder of the Company or its associates.
As at 31 December 2025, the total number of options remaining unexercised are as follows:
-
(a) 1,690,000 options as granted on 13 December 2021;
-
(b) 1,850,000 options as granted on 29 September 2023; and
-
(c) 2,960,000 options as granted on 29 September 2025.
Save as disclosed above, no options under the Aztech ESOS were granted to Directors, controlling shareholders or their associates. The details of Participants (other than Directors or controlling shareholders or their associates) who received 5% or more of the total number of options available under the Aztech ESOS are set out on page 74 of the Annual Report. There is no parent company of the Company. Hence, the requirement in the Listing Manual to disclose whether Options were granted to directors and employees of the Company’s parent company and its subsidiaries is not applicable. No options were granted at a discount during the fi nancial year under review.
Aztech PSP
The Company has implemented the Aztech PSP, which was approved and adopted by the shareholders at an Extraordinary General Meeting of the Company held on 18 February 2021. No shares have been granted pursuant to the Aztech PSP since its adoption.
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Corporate Governance Report
ACCOUNTABILITY AND AUDIT
PRINCIPLE 9- RISK MANAGEMENT AND INTERNAL CONTROLS
Risk Management
The Board has overall responsibility for the governance of risk.
The Board, through the AC, regularly reviews the effectiveness of the Group’s risk management framework for the identifi cation, assessment, monitoring and reporting of signifi cant risks.
At the Management level, the Chief Financial Offi cer (“ CFO ”)/Financial Controller (“ FC ”) is responsible for directing and monitoring the development, implementation and practice of enterprise risk management (“ ERM ”) across the Group and reports to the Board.
The Group has engaged CLA Global TS Risk Advisory Pte. Ltd. (“ CLA Global TS ”) to provide ERM services, including (i) assessing risk parameters and assisting Management with setting the Group’s risk appetite and tolerance level, and (ii) assisting Management with identifying risks and compiling a risk register setting out a risk analysis, signifi cance of risks, the key strategic, fi nancial, operational and compliance risks, risk response and relevant mitigation strategies in place.
Details of the Group’s ERM framework, key risks and mitigation measures are set out on pages 66 to 70 of the Annual Report.
Risk Management Framework
- Identifying, Assessing and Managing Risks
The business and corporate executive heads have the primary responsibility for regularly identifying and evaluating risks and material EESG factors and formulating risk mitigation strategies.
2. Evaluating Risk Management Strategies
The business and corporate executive heads regularly review the effectiveness of the risk mitigation strategies adopted.
- Reviewing the Risk Management Framework and any breaches
As part of the ERM framework, Management undertakes a Group-wide risk assessment annually to identify material risks and the appropriate mitigating measures.
The Group’s internal audit function also prepares an audit plan annually, taking into consideration risks identifi ed and assessed in the risk management framework. This risk-based audit plan is approved by the AC and audits are conducted to assess the adequacy and effectiveness of the Group’s system of internal controls in addressing fi nancial, operational, information technology and compliance risks. In addition, material control weaknesses over fi nancial reporting, if any, are highlighted by the external auditors in the course of the statutory audit.
All audit fi ndings and recommendations made by the internal and external auditors are reported to the AC and signifi cant fi ndings are discussed at the AC meetings. The Group’s internal audit function follows up on all recommendations to ensure timely remediation of audit issues and reports the status to the AC every half-yearly. Any material noncompliance or lapses in internal controls, including any remedial measures recommended for addressing the risks identifi ed, are reported to the AC.
4. Risk Reporting
The AC reviews and reports to the Board, at least annually, the risk profi le of the Group, the effectiveness and adequacy of its internal control and risk management procedures in addressing fi nancial, operational, information technology and compliance risks, and discusses any issues and concerns which may arise from the internal audits.
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Corporate Governance Report
The Group’s risk management framework is continually reviewed to ensure that the Group’s risk governance approach and practices remain relevant and effective and are in line with the applicable corporate governance requirements. In addition to implementing a risk management framework, the Group also seeks to inculcate amongst its employees a strong risk awareness and a proactive approach towards mitigating risks. Employees are informed about likely risks, the measures in place for addressing them and avenues for escalating matters where necessary through training sessions and regular communication by the Management.
Assurance Regarding Financial Records and Risk Management Systems
The Board has received assurance from the Group CEO and FC that (i) the Group’s fi nancial records have been properly maintained and the fi nancial statements give a true and fair view of the operations and fi nances and assurance; and (ii) the Group’s risk management and internal control systems are adequate and effective in addressing the material risks for the Group in its current business environment including material fi nancial, operation, information technology and compliance risks.
Based on the ERM framework implemented by the Group, the assurances from the CEO and FC as well as the reviews undertaken by the internal auditors and external auditors, the Board, with the AC in concurrence, is of the view that the Group’s risk management systems and internal controls, including operational, fi nancial, information technology and compliance controls, are adequate and effective in mitigating the operational, fi nancial, information technology and compliance risks which may adversely affect the Group’s operations. However, the Board also notes that no risk management system and internal controls can provide absolute assurance against the Group being adversely affected by such risks or against human error, fraud or other irregularities.
PRINCIPLE 10- AUDIT COMMITTEE
AC Members
The members of the AC are Ms Jeann Low (Chairman), Mr Christopher Huang, Mr Larry Tan and Mr TS Tan. All members of the AC are Independent Directors.
The Board is of the view that the members and Chairman of the AC are suitably qualifi ed given their relevant accounting and fi nancial management expertise or experience and that their wealth of relevant experience enables them to discharge their responsibilities effectively. The AC does not comprise former partners or directors of the Group’s existing External Auditors: (a) within a period of two (2) years commencing on the date of their ceasing to be a partner of the auditing fi rm or director of the auditing corporation; and in any case, (b) for as long as they have any fi nancial interest in the auditing fi rm or auditing corporation.
The AC is responsible for assisting the Board with maintaining high standards of corporate governance, compliance, risk management, internal controls and fi nancial and accounting matters.
The key responsibilities of the AC include reviewing the signifi cant fi nancial reporting issues and judgements so as to ensure the integrity of the fi nancial statements of the Group and any announcements relating to the Group’s fi nancial performance, assisting the Board with discharging its responsibilities relating to internal controls, compliance, risk management and fi nancial and accounting matters, facilitating co-ordination between the external and internal auditors and Management, evaluating the independence and objectivity of the internal and external auditors and making recommendations to the Board on their appointment or re-appointment as well as terms of engagement. The AC also reviews any actual or potential confl icts of interest as well as the procedures by which employees may, in confi dence, raise concerns about possible improprieties in matters of fi nancial reporting or other matters and ensures that appropriate arrangements are in place for such concerns raised to be properly and independently investigated.
To discharge its responsibilities and duties, the AC has full access to, and the co-operation of, Management. The AC also has full discretion to invite any Director or executive offi cer to attend its meetings and has been given adequate resources to discharge its functions.
The AC met six (6) times during FY2025. The AC also met with the internal auditors and external auditors, each separately, and without the presence of Management, during FY2025.
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Corporate Governance Report
Internal Audit
The AC is responsible for the appointment, termination and remuneration of the internal audit function.
The internal audit function, which reports directly to the AC, assists Management with assessing the adequacy of the Group’s internal control systems and procedures, conducting regular internal audits on the Group’s business operations, operational compliance and fi nancial risks, and identifying and recommending improvements to internal control systems.
The internal audit function also reports to the AC on any material non-compliances or lapses in internal controls and the measures taken to address them. The AC subsequently reviews the actions taken by Management in response to the internal auditor’s recommendations.
CLA Global TS, an accounting and consulting fi rm staffed with suitably qualifi ed professionals with extensive relevant experience, has been engaged to undertake the internal audit of the Group. The AC is of the view that outsourcing the Company’s internal audit function enhances the independence and quality of the audit. The Group also has an internal operations auditor who is responsible for the internal audit function at the plant operations level and is stationed at the Group’s plant in China.
The AC reviews the independence, adequacy and effectiveness of the internal audit function yearly. The AC is satisfi ed that the internal audit function is independent, effective, adequately resourced to perform its functions and has unfettered access to all company documents, records, properties and personnel, including the AC.
Whistle-blowing Policy
The Group has implemented a whistle-blowing policy which sets out the mechanism for reporting suspected wrongdoing or misconduct and how the Group addresses any reports received. The whistle-blowing policy is communicated to all employees.
All employees are responsible for reporting any suspected wrongdoing. Upon receipt of any such reports, the Head of Legal or the AC Chairman shall, in consultation with the other AC members, arrange a meeting with the employee as soon as possible to discuss the concerns, exercise discretion on how to proceed with the investigation, and thereafter recommend any remedial or legal action to be taken, where necessary.
All whistle-blowing matters are reviewed by the AC periodically to ensure compliance with the Listing Rules. Matters requiring immediate or urgent attention are reported immediately to the AC Chairman.
The Group is committed to ensuring that all employees who have reported incidents in good faith are protected against any form of detrimental or unfair treatment. All incidents reported to the Group are treated as confi dential to protect the identity of the whistle-blowers. The whistle-blowing policy makes provision for whistle-blowers to report matters anonymously.
There were no reported whistle-blowing incidents in FY2025.
External Auditors
The AC has full access to the External Auditors, BDO LLP, and Internal Auditors and meets them, without the presence of Management, at least annually.
The AC makes recommendations on the appointment and re-appointment of the External Auditors and reviews the independence and performance of the External Auditors annually. During FY2025, the AC reviewed the adequacy, effectiveness, scope and results of the audit by BDO LLP. In assessing the independence of BDO LLP, the AC reviewed the aggregate fees paid to BDO LLP, including the fees paid for all non-audit services during the year.
Pursuant to the Institute of Singapore Chartered Accountants Implementation Guidance EP 100 IG 5 in relation to the Code of Professional Conduct and Ethics, companies intending to engage audit fi rms to provide non-assurance services are required to obtain the concurrence of those charged with governance, being the AC in this instance, that any engagements of audit fi rms to provide non-assurance services will not impact upon the independence of the audit fi rm, prior to proceeding with any such engagement.
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Corporate Governance Report
The AC is of the opinion that BDO LLP’s independence and objectivity has not been compromised and BDO LLP was able to meet the applicable audit requirements and statutory obligations of the Group. The AC is also satisfi ed with the aggregate audit fees paid to BDO LLP.
The AC has considered, and is satisfi ed, that the resources and experience of BDO LLP, the audit partner-in-charge and the team assigned to the audit of the Group, taking into account the fi rm’s other audit engagements, the size and complexity of the Group, and the number of supervisory and professional staff assigned to the audit, are adequate for BDO LLP to meet their audit obligations.
The AC has recommended the re-appointment of BDO LLP at the 2026 AGM.
The Group has complied with rules 712 and 715 of the Listing Manual which, respectively, require that a suitable auditing fi rm be appointed by the Company, taking into consideration the factors set out in the said rule, and that the same fi rm auditing the Group also audits the Group’s Singapore-incorporated subsidiaries and a suitable auditing fi rm be engaged for the Group’s signifi cant foreign incorporated subsidiaries.
The total fees paid to the External Auditors for FY2025 and a breakdown of the fees paid in total for audit and non-audit services respectively are stated below:
| External Auditor Fees for FY2025 | $’000 |
|---|---|
| Audit fee paid/payable | |
| - Statutory Audit | |
| - auditors of the Company | 134 |
| - other auditors - other network f rms | 140 |
| Non-audit fees paid/payable to auditors | |
| Audit-related services | |
| - auditors of the Company | 12 |
| Non audit-related services | |
| - auditors of the Company | 18 |
| - other auditors - other network f rms | 39 |
| Total Fees Paid | 343 |
SHAREHOLDER RIGHTS AND ENGAGEMENT
PRINCIPLE 11- SHAREHOLDER RIGHTS AND CONDUCT OF GENERAL MEETINGS PRINCIPLE 12- ENGAGEMENT WITH SHAREHOLDERS
Communication with Shareholders
The Group is committed to strengthening its relationship with the investing community and ensures it makes timely and accurate disclosure of material information to the SGX-ST, its shareholders, analysts and the public. The Company announces its fi nancial results and updates on the Company and its business operations on both its corporate website at https://www.aztechglobal.com and SGXNET.
The Company does not practice selective disclosure. In the event of any inadvertent disclosure to a select group, the Company shall make the same disclosure publicly as soon as practicable. All price-sensitive information is released publicly prior to the Company’s meetings with investors or analysts.
Annual Report 2025
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Corporate Governance Report
Shareholder Meetings
The Company encourages active shareholders’ participation at general meetings. Shareholders are informed of meetings and the voting procedures through notices published on SGXNET. Shareholders are provided opportunities to participate effectively and vote for resolutions to be passed at these meetings and are informed of the rules and voting procedures which govern these meetings.
There are separate resolutions for each substantially separate issue at the Company’s general meeting. In the event any resolutions are bundled as they are interdependent and linked so as to form one signifi cant proposal, the Company will provide the reasons and explain the material implications in its notice of the general meeting.
The Directors and Management attend the Company’s general meetings to address shareholders’ queries about the Company. The Company’s external auditors are also in attendance to address shareholders’ queries regarding the conduct of the audit, the auditor’s reports and any other related queries. The minutes of the general meetings disclose the names of the Directors and external auditors who attended these meetings, the details of these meetings, the questions raised by shareholders and the responses provided by the Board/Management. The minutes are published on the Company’s website and SGXNET.
The Company’s 2025 Annual General Meeting (“ 2025 AGM ”) was held in a wholly physical format. The CEO/Chairman of the Board of Directors attended the 2025 AGM. The Company’s shareholders participated in the 2025 AGM by attending the physical meeting, submitting questions prior to or during the meeting, and/or appointing a proxy to attend and vote on their behalf at the meeting. The Company responded to questions received from shareholders at the 2025 AGM and published its responses to these questions, together with the Minutes of the 2025 AGM, on its website and SGXNET.
The forthcoming AGM will be held, in a wholly physical format, at Suntec Singapore Convention & Exhibition Centre, MR 300-301 (Level 3), 1 Raffl es Boulevard, Suntec City, Singapore 039593, on 20 April 2026 (“ 2026 AGM ”). There will not be an option for shareholders to participate virtually. The Company will upload the answers to substantial and relevant queries received by 10.00 a.m. on 9 April 2026 on the Company’s website at https://www.aztechglobal.com/agm/index.html and SGXNET by 10.00 a.m. on 15 April 2026. Questions received after the deadline will be addressed at the 2026 AGM.
The Company’s Constitution provides for each shareholder to appoint up to two (2) proxies to attend and vote on his or her behalf at the Company’s general meetings. Shareholders who are relevant intermediaries are allowed to appoint more than two (2) proxies to attend and vote at the Company’s general meetings.
Subject to the Company’s Constitution and relevant statutes, the Directors may at their sole discretion approve and implement measures allowing shareholders to vote in absentia, including but not limited to voting by mail, electronic mail or facsimile.
Dividend Policy
The Company does not have a fi xed dividend policy at present. The Directors may, at their discretion and upon consideration of factors including, but not limited to, the level of the Company’s cash and reserves, the Group’s actual and projected fi nancial performance, the projected levels of capital expenditure, working capital requirements and investment plans, fi nancial, regulatory or general economic conditions, recommend the declaration and payment of dividends.
The Company pays all its interim and fi nal dividends in an equitable and timely manner. All shareholders are treated equally and dividends are paid within 30 days after being (i) declared (for interim dividends) or (ii) approved by shareholders at general meetings (for fi nal dividends).
The Board has recommended a fi nal ordinary dividend of $0.03 per ordinary share and a special dividend of $0.08 per ordinary share for FY2025. If the recommended dividends are approved by the shareholders at the 2026 AGM, together with the interim dividend of $0.01 per ordinary share paid in FY2025, the total dividend payout ratio for FY 2025 will be 230.6% of the Group’s net profi t after tax (“ NPAT ”). The Directors intend to recommend dividends of at least 30.0% of the Group’s NPAT generated in FY2026, as the Group wishes to reward its shareholders for participating in its growth.
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Corporate Governance Report
The Company announced its adoption of the Aztech Scrip Dividend Scheme on 30 March 2021. If applied, this scheme will provide eligible shareholders with the opportunity to elect to receive the dividend in the form of new ordinary shares in the Company credited as fully paid, instead of cash. For the avoidance of doubt, the Scrip Dividend Scheme is not applicable to the fi nal one-tier tax exempt dividend of $0.03 per ordinary share for FY2025, as proposed in Ordinary Resolution 2, or the special dividend of $0.08 per ordinary share for FY2025, as proposed in Ordinary Resolution 3.
Investor Relations
The Company’s dedicated Investor Relations (“ IR ”) team, headed by the Company Secretary and supported by an Investor Relations Manager, engages in regular dialogue with analysts and investors. The IR team is guided by the Company’s investor relations policy, which sets out the principles and practices the Company has adopted to enhance its engagement with shareholders and prospective investors.
- The Company’s corporate website features a dedicated “Investor Relations” link https://www.aztechglobal.com/investor relations/index.html, which contains the Company’s latest and past fi nancial results, annual reports, updates on the Company and its business operations, as well as the contact details of the Company’s Investor Relations Manager and the Lead Independent Director.
MANAGING STAKEHOLDERS RELATIONSHIPS
PRINCIPLE 13- ENGAGEMENT WITH STAKEHOLDERS
The Group strives to build strong relationships with its material stakeholders, such as shareholders, customers and investors, and has arrangements in place to identify, engage with, and manage its relationship with its material stakeholder groups. The Group also strives to ensure an appropriate balance between the interests of the Group’s material stakeholders and other stakeholders including creditors and regulators.
The Group maintains a corporate website, https://www.aztechglobal.com, through which stakeholders may access information
about the Group and its business activities as well as any updates by the Group.
The Group also engages with its key stakeholder groups to gather feedback on issues relevant to its business operations, its people and the environment. The Management and the Board thereafter consider such feedback when identifying material EESG topics and developing the Group’s business strategy. The Group’s fi nancial performance and environment, social and governance metrics are summarised on pages 5, 29 and 30 of this Annual Report. The Group’s approach, policies and practices relating to material environment, social and governance topics can be found in the Group’s Sustainability Report, which is available on the Group’s corporate website https://www.aztechglobal.com/sustainability/index.html and on SGXNET.
INTERESTED PERSON TRANSACTION (“IPT”)
Chapter 9 of the Listing Manual defi nes an IPT as a transaction between an entity at risk (the listed company, its subsidiaries or associated companies) and an interested person (director, chief executive offi cer or controlling shareholder or any of their associate(s)).
In the light of the provisions of the Listing Manual, the Company has established the following procedures to ensure that all IPTs are reported to the AC in a timely manner and that these transactions are conducted on an arm’s length basis and are not prejudicial to the interests of the Company or its minority shareholders.
-
All proposed signifi cant IPTs are reviewed by the fi nance team and the AC.
-
The fi nance team prepares the list of IPTs every quarter and submits the list to the Company’s CFO/FC for review.
-
The CFO/FC will report to the AC on all IPTs quarterly.
-
The AC reviews all IPTs to ensure compliance with Chapter 9 of the Listing Manual.
There is currently no shareholders’ mandate for interested person transactions pursuant to Rule 920 of the Listing Manual.
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Corporate Governance Report
The IPTs during FY2025 are as follows:
| Name of interested person |
Nature of relationship | Nature of the transaction | Aggregate value of all IPTs during the f nancial year under review |
|---|---|---|---|
| AVS Printing Pte Ltd. (“AVS Printing”) |
An associate of Mr. Michael Mun, being a wholly owned subsidiary of AVS Electronics Pte Ltd., which Mr. Michael Mun, together with his immediate family, have a shareholding interest of approximately 95.59% in aggregate. |
Rental billed from Aztech Global Ltd to AVS Printing |
$70,204 |
| Sale of packaging material to AVS Printing |
$7,218 | ||
| Printing services provided by AVS Printing |
$336 | ||
| Total | $77,758 |
The aggregate value of all transactions entered into with AVS Printing during FY2025 does not amount to 3% or more of the Group’s latest audited net tangible assets. The Company does not have an existing shareholders’ mandate pursuant to Rule 920.
MATERIAL CONTRACTS
Save as disclosed on SGXNET or herein, there were no material contracts entered into by the Group involving the interests of Directors, CEO or shareholders either still subsisting at the end of FY2025 or if not then subsisting, entered into since the end of the previous fi nancial year.
DEALINGS IN SECURITIES
The Company has adopted a Best Practice Code (“ BPC ”) relating to dealings in securities by its offi cers, defi ned in the BPC to mean Directors, the Company Secretary and staff employed in an executive capacity by the Group (“ Offi cers ”). The BPC has been drafted in line with the best practices outlined in Rule 1207(19) of the Listing Manual. All Offi cers have been provided a copy of the BPC and are required to acknowledge receipt of the BPC and confi rm their compliance with the BPC annually. They may approach the Company Secretary if they require clarifi cation on the requirements of the BPC.
The BPC provides that Offi cers are only permitted to deal in the Company’s securities in the “window period”, which is closed at least two (2) weeks before the announcement of the Company’s fi nancial statements for each of the fi rst three (3) quarters of its fi nancial year and at least one (1) month for the half year or fi nancial year results and ending on the date of announcement of the relevant results. All Offi cers are required to disclose their dealings in the Company’s securities to the Company within two (2) business days.
The BPC also prohibits the Offi cers from dealing in the Company’s securities on short-term considerations when they are in possession of unpublished price sensitive information. The Offi cers are required to abide by the insider trading provisions under the Securities and Futures Act 2001 of Singapore and any other relevant laws in the course of their securities transactions.
All Offi cers have confi rmed that they have complied with the BPC in FY2025.
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Corporate Governance Report
ADDITIONAL MEASURES TO ENHANCE CORPORATE GOVERNANCE
The Company has also adopted additional measures to enhance corporate governance as follows:
A. Code of Business Conduct and Ethics
The Group has adopted a Code of Business Conduct and Ethics with the key objective of providing clear guidelines on ethics and relationships in order to safeguard the reputation and interests of the Company and its stakeholders. This code sets out the policies and procedures for dealing with various issues such as confl icts of interests, dealings with government offi cials, the maintenance of records and reports, equal employment opportunities and sexual harassment.
The CEO, Key Management Personnel, heads of departments, managers, all procurement, purchasing and logistics employees across all the Group’s offi ce locations as well as employees who are related to the CEO, a director or a substantial shareholder of the Group are required to confi rm their compliance with the Code of Business Conduct and Ethics annually. These individuals have confi rmed their compliance with the Code of Business Conduct and Ethics for FY2025.
B. Anti-Bribery and Anti-Corruption Policy
This Group has also adopted an Anti-Bribery and Anti-Corruption Policy which sets out the Group’s zero-tolerance stance against bribery and corruption and the framework for how the Group manages the detection, reporting and prevention of instances of bribery and corruption which may arise.
The CEO, Key Management Personnel, heads of departments, managers, all procurement, purchasing and logistics employees across all the Group’s offi ce locations as well as employees who are related to the CEO, a director or a substantial shareholder of the Group are required to confi rm their compliance with the Anti-Bribery and Anti-Corruption Policy annually. These individuals have confi rmed their compliance with the Anti-Bribery and Anti-Corruption Policy for FY2025.
C. Confl ict of Interest Policy
The Group’s Confl ict of Interest Policy sets out the Group’s approach towards confl icts of interest and the Group’s expectations of employees to act at all times with impartiality, independence and integrity and to refrain from engaging in any deals, on behalf of the Group, with any entity in relation to which the employee has any interest. All senior management level employees, heads of departments, managers in the procurement and purchasing departments and employees who are related to the CEO, a director, or a substantial shareholder of the Group are required to complete an annual confl ict of interest declaration. These individuals have completed their confl ict of interest declaration for FY2025.
D. Induction and Training
All new employees are introduced to the Anti-Bribery and Anti-Corruption Policy and the Code of Business Conduct and Ethics as part of their induction. All full time employees, save for production personnel, will receive regular training on compliance with the Code of Business Conduct and Ethics, the Anti-Bribery and Anti-Corruption Policy, both of which are published on the Group’s website https://www.aztechglobal.com/sustainability/policies.html.
Annual Report 2025
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Corporate Governance Report
SUSTAINABILITY MATTERS
The Group’s Sustainability Committee comprises the Group’s Sustainability Manager and three (3) Key Management Personnel, namely, Mr Jeremy Mun, Ms Pavani Nagarajah and Ms Annie Qian.
The Sustainability Committee is responsible for establishing sustainable and responsible principles and practices within the Group and overseeing the Group’s sustainability strategy as approved by the Board, policies, targets, initiatives and programs to ensure the Group’s ongoing compliance with laws and regulations relating to environmental, social, health, safety and sustainability matters. The Sustainability Committee also provides updates to the Board, at least annually, on the Group’s sustainability strategy and commitments, risk factors and progress in achieving the Group’s sustainability targets. The Group plans to link sustainability targets and performance to the Group’s remuneration framework so as to further align the Executive Directors’ and Key Management Personnel’s incentives with the Group’s broader sustainability goals. The annual Sustainability Report is reviewed and approved by the Board.
The Directors completed the LED-Environmental, Social and Governance Essentials (Core) training organised by the Singapore Institute of Directors in 2022.
USE OF IPO PROCEEDS
As at 31 December 2025, the status of the use of IPO Proceeds is as follows:
| Amount | |||
|---|---|---|---|
| allocated (as | |||
| disclosed | |||
| Intended use as stated in the Company’s prospectus dated | in the | Amount | |
| 4 March 2021 (the “Prospectus”) | Prospectus) | utilised | Balance |
| ($’000) | ($’000) | ($’000) | |
| Expansion and enhancement of the Group’s manufacturing facilities1 | 50,000 | 15,077 | 34,923 |
| Expansion of the Group’s business through,inter alia, investments, | |||
| mergers and acquisitions, joint ventures and/or strategic collaboration | 50,000 | 5,857 | 44,143 |
| Enhancement of the Group’s R&D capabilities | 15,000 | 442 | 14,558 |
| Increase sales and marketing channels for overseas markets expansion | 10,000 | 1,001 | 8,999 |
| Expansion of the Group’s ODM/JDM business to capitalise on | 5,000 | 582 | 4,418 |
| opportunities in the growing IoT market | |||
| Working capital2 | 58,600 | 58,600 | – |
| Listing expenses3 | 9,800 | 9,800 | – |
| 198,400 | 91,359 | 107,041 |
1 New equipment purchased to enhance manufacturing productivity
2 Usage of working capital purposes includes the payment of salary related costs
- 3 Payment for underwriting commission and offering expenses
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Corporate Governance Report
Additional Information on Directors Seeking Re-Election[12]
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----- Start of picture text -----
JEANN LOW TS TAN
----- End of picture text -----
| JEANN LOW | TS TAN | |
|---|---|---|
| Date of Appointment | 1 August 2022 | 19 February 2021 |
| Age | 65 | 71 |
| Country of principal residence | Singapore | Singapore |
| The Board’s comments on this appointment (including rationale, selection criteria, and the search and nomination process) |
The process for the re-nomination of directors to the Board is set out on page 39 of this Annual Report. |
The process for the re-nomination of directors to the Board is set out on page 39 of this Annual Report. |
| Whether appointment is executive, and if so, the area of responsibility |
Non-Executive | Non-Executive |
| Job Title (e.g. Lead Independent Director, AC Chairman, AC Member etc.) |
Chairman of Audit Committee Member of Nominating Committee Member of Remuneration Committee |
Chairman of Remuneration Committee Member of Audit Committee Member of Nominating Committee |
| Professional qualif cations and working experience and occupations during the past 10 years |
Ms. Low was appointed to the Board as an Independent Director on 1 August 2022 and has been the Chairman of the Audit Committee since 1 May 2023. She also serves as a member of the Nominating and Remuneration Committees. Ms. Low is an Independent Director and Audit Committee member at CapitaLand Integrated Commercial Trust Management Limited1and Hong Leong Finance Limited. In addition, she is a Non-Executive Director and member of the Nomination and Compensation Committee of Advanced Info Service Public Company Limited2. Ms. Low is currently Senior Advisor at Singapore Telecommunications Limited (“Singtel”). She was Group Chief Corporate Officer of Singtel from April 2015 to April 2021, overseeing corporate functions including mergers and acquisitions, corporate communications, legal, regulatory, risk management, procurement, and digitalisation. Prior to that, she served as Singtel’s Group Chief Financial Officer from September 2008 to April 2015. Ms. Low joined Singtel in October 1998 as Group Financial Controller and held several senior roles, including Executive Vice President of Strategic Investments and CFO of Optus. |
Mr. Tan was appointed to the Board as an Independent Director on 19 February 2021 and became Chairman of the Remuneration Committee on 1 May 2025. He also serves as a member of the Audit and Nominating Committees. Mr. Tan has over 30 years of experience in the electronics industry and was previously Senior Managing Director at Advanced Micro Devices (Singapore) Pte Ltd, overseeing its Singapore and regional operations. His past directorships include serving as an Independent Non-Executive Director at NASDAQ- listed O2Micro International Ltd from 2010 to 2022. Mr. Tan holds a Bachelor in Electrical Engineering and a Master of Science in Industrial Engineering from the National University of Singapore. He is a Fellow of the Singapore Human Resource Institute and a member of the Singapore Institute of Directors. |
- 1 The Manager of Mainboard listed CapitaLand Integrated Commercial Trust
2 Listed on the Stock Exchange of Thailand
Annual Report 2025
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Corporate Governance Report
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----- Start of picture text -----
JEANN LOW TS TAN
----- End of picture text -----
| JEANN LOW | JEANN LOW | TS TAN | TS TAN | |
|---|---|---|---|---|
| Ms. Low holds an Honours Degree in Accountancy from the National University of Singapore and is a Fellow Member of the Institute of Singapore Chartered Accountants. |
||||
| Shareholding interest in the listed issuer and its subsidiaries |
150,000 ordinary shares in Aztech Global Ltd., held by DBS Nominees Pte Ltd |
Nil | ||
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries |
Nil | Nil | ||
| Conflict of interest (including any competing business) |
Nil | Nil | ||
| Undertaking (in the format set out in Appendix 7.7) under Rule 720 (1) has been submitted to the listed issuer |
Yes | Yes | ||
| Other Principal Commitments including Directorships – Past (for the last 5 years) |
(i) (ii) |
Listed Companies Intouch Holdings Public Company Limited, Non- Executive Director Non-Listed Companies Singtel Asian Investments Pte. Ltd., Non-Executive Director Singtel Strategic Investments Pte. Ltd., Non-Executive Director Amobee Inc., Non-Executive Director Amobee Asia Pte. Ltd., Non- Executive Director Amobee Ltd., Non-Executive Director Singtel Digital Life Pte. Ltd., Director Singtel Strategy Pte. Ltd. (formerly known as Amobee Group Pte. Ltd.), Non- Executive Director Singtel FinGroup Investment Pte. Ltd., Director SFG Digibank Investment Pte. Ltd., Director |
(i) Listed Companies O2Micro International Ltd., Independent Non-Executive Director (ii) Non-Listed Companies Teleios SC Pte. Ltd., Executive Director TMTSG@Boat Key Pte Ltd, Director Corpf t Pte Ltd, Director |
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Corporate Governance Report
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----- Start of picture text -----
JEANN LOW TS TAN
----- End of picture text -----
| JEANN LOW | JEANN LOW | TS TAN | TS TAN | |
|---|---|---|---|---|
| Singtel Optus Pty Limited, Director GDL Lifestream Pte. Ltd. Trustwave Holdings, Inc., Non-Executive Director Lee Kong Chian School of Medicine, Member, Governing Board |
||||
| Other Principal Commitments including Directorships – Present |
(i) (ii) |
Listed Companies Advanced Info Service Public Company Limited, Non- Executive Director CapitaLand Integrated Commercial Trust Management Limited (manager of CICT, listed REIT), Non-Executive Director Hong Leong Finance Limited, Non-Executive Director Singapore Limited (Senior Advisor) Non-Listed Companies Advanced Wireless Network Co., Ltd., Non-Executive Director Prison Fellowship Singapore Limited, Board Member Seventy Times Seven, Member, Management Committee The Turning Point, Member, Executive Committee |
(i) (ii) |
Listed Companies Nil Non-Listed Companies Nil |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was f led against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? |
No | No |
Annual Report 2025
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Corporate Governance Report
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----- Start of picture text -----
JEANN LOW TS TAN
----- End of picture text -----
| JEANN LOW | TS TAN | |
|---|---|---|
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? |
No | No |
| (c) Whether there is any unsatisfied judgment against him? |
No | No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? |
No | No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? |
No | No |
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Corporate Governance Report
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----- Start of picture text -----
JEANN LOW TS TAN
----- End of picture text -----
| JEANN LOW | TS TAN | |
|---|---|---|
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? |
No | No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? |
No | No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? |
No | No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? |
No | No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :— (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or |
No | No |
Annual Report 2025
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Corporate Governance Report
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----- Start of picture text -----
JEANN LOW TS TAN
----- End of picture text -----
| JEANN LOW | TS TAN | |
|---|---|---|
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? |
No No No |
No No No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? |
No | No |
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Corporate Governance Report
Appendix A
Directorships and Principal Commitments
==> picture [515 x 43] intentionally omitted <==
----- Start of picture text -----
Director Directorships as at the date Past directorships held Principal commitments as Past principal
of this Annual Report in the preceding three (3) at the date of this Annual commitments in the
years Report preceding three (3) years
----- End of picture text -----
| Director | Directorships as at the date of this Annual Report |
Directorships as at the date of this Annual Report |
Past directorships held in the preceding three (3) years |
Past directorships held in the preceding three (3) years |
Principal commitments as at the date of this Annual Report |
Past principal commitments in the preceding three (3) years |
|---|---|---|---|---|---|---|
| Michael Mun | (i) (ii) |
Listed Companies Nil Non-Listed Companies Director of: AZ E-Lite (HK) Limited AZ E-Lite Pte. Ltd. Aztech Communication Device (DG) Ltd Aztech Innovation Pte. Ltd. Aztech Systems (Hong Kong) Limited Aztech Technologies Pte. Ltd. IOT Manufacturing Sdn. Bhd. Huuve Sdn. Bhd. AVS Investments Pte. Ltd. Azventure Investments Pte. Ltd. Hitemco Pte. Ltd. AZ United Pte. Ltd. Shiro Corporation Pte. Ltd. AZ Evergreen Pte. Ltd. AVS Printing Pte. Ltd. AVS Technologies Pte. Ltd. Mun Siew Capital Pte. Ltd. Oakmun Asset Management Pte. Ltd. Clova Investments Ltd. |
(i) (ii) |
Listed Companies Nil Non-Listed Companies Director of: AZ Carnation Pte. Ltd. AZ Iris Pte. Ltd. AZ Ivy Pte. Ltd. AZ Lavender Pte. Ltd. AZ Lily Pte. Ltd. AZ Marigold Pte. Ltd. AZ Marine Pte. Ltd. AZ Marine Shipping Pte. Ltd. AZ Materials Pte. Ltd. AZ Orchid Pte. Ltd. AZ Peony Pte. Ltd. AZ Rose Pte. Ltd. AZ Sakura Pte. Ltd. AZ Sunf ower Pte. Ltd. AZ Tulip Pte. Ltd. Azf n Semiconductors Pte Ltd Biden Marine Pte. Ltd. |
Nil | Nil |
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Corporate Governance Report
==> picture [515 x 44] intentionally omitted <==
----- Start of picture text -----
Director Directorships as at the date Past directorships held Principal commitments as Past principal
of this Annual Report in the preceding three (3) at the date of this Annual commitments in the
years Report preceding three (3) years
----- End of picture text -----
| Director | Directorships as at the date of this Annual Report |
Directorships as at the date of this Annual Report |
Past directorships held in the preceding three (3) years |
Past directorships held in the preceding three (3) years |
Principal commitments as at the date of this Annual Report |
Past principal commitments in the preceding three (3) years |
|---|---|---|---|---|---|---|
| Jeremy Mun | (i) (ii) |
Listed Companies Nil Non-Listed Companies Director of: AZ E-Lite (HK) Limited AZ E-Lite Pte. Ltd. Aztech Communication Device (DG) Ltd Aztech Systems (Hong Kong) Limited Aztech Technologies Pte. Ltd. IOT Manufacturing Sdn. Bhd. AVS Electronics Pte. Ltd. AVS Investments Pte. Ltd. AVS Printing Pte. Ltd. AVS Solutions Sdn. Bhd. AVS Technologies Pte. Ltd. Mun Siew Capital Pte. Ltd. Oakmun Asset Management Pte. Ltd. |
Nil | Nil | Nil | |
| Christopher Huang |
(ii) (ii) |
Listed Companies Goodwill Entertainment Holding Limited, Lead Independent Non-Executive Director Non-Listed Companies Director of: CHP Law LLC Grey Ogre Games Pte. Ltd. Vesuva Pte. Ltd. |
(i) (ii) |
Listed Companies Fu Yu Corporation Limited, Non-Executive Director Non-Listed Companies DEVL Pte. Ltd., Director |
Nil | Nil |
65
Corporate Governance Report
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----- Start of picture text -----
Director Directorships as at the date Past directorships held Principal commitments as Past principal
of this Annual Report in the preceding three (3) at the date of this Annual commitments in the
years Report preceding three (3) years
----- End of picture text -----
| Director | Directorships as at the date of this Annual Report |
Past directorships held in the preceding three (3) years |
Principal commitments as at the date of this Annual Report |
Principal commitments as at the date of this Annual Report |
Past principal commitments in the preceding three (3) years |
|---|---|---|---|---|---|
| Larry Tan | Nil | Nil | (i) (ii) |
Listed Companies WT Microelectronics Limited, Taiwan, Advisor to CEO Non-Listed Companies Nil |
Nil |
| Jeann Low | Please refer to the section “Additional Information on Directors Seeking Re-Election” on pages 57 to 62 of the Annual Report. | ||||
| TS Tan | Please refer to the section “Additional Information on Directors Seeking Re-Election” on pages 57 to 62 of the Annual Report. |
Annual Report 2025
66
Risk Management
The Group’s risk management framework aims to provide reasonable assurance on the achievement of business objectives by embedding controls within day-to-day operations to enhance performance, protect assets, support compliance with applicable laws and regulations, and uphold the reliability of fi nancial reporting and related disclosures. Within this framework, Management is accountable for identifying material risks, designing and executing mitigating actions, and periodically reassessing and refi ning processes in line with changes in the operating environment and the Group’s activities.
The Group manages risks while appreciating that uncertainty cannot be eliminated. The Group seeks to deliver sustainable, profi table growth and long-term shareholder value while taking risks that are proportionate and within its tolerance.
The Group’s approach to risk management involves (i) identifying risks, (ii) evaluating and ranking risks, (iii) defi ning appropriate responses and controls and (iv) communicating, executing and tracking such responses and controls. Management periodically tests the design and operating effectiveness of the procedures and updates them as required in line with changes in market conditions and business activities. These periodic tests and reviews of mitigation plans enable the Group to identify any residual exposures and implement corrective action in a timely manner. In developing its risk management approach, the Group draws on the Committee of Sponsoring Organisations of the Treadway Commission (“ COSO ”) Enterprise Risk Management (“ ERM ”) framework and evaluates each risk based on its probability and potential consequences.
==> picture [61 x 61] intentionally omitted <==
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67
Risk Management
Strategic Risk
Strategic risk arises when the Group’s strategies, business plans or key decisions do not deliver the intended outcomes or become misaligned with market realities. Management regularly evaluates the Group’s strategic direction to ensure it remains appropriate and competitive in the markets in which the Group operates.
Customer concentration risk
A meaningful share of the Group’s revenue is generated from certain key customers. The continuity of these relationships cannot be assured. If these key customers materially reduce order volumes or cease purchasing from the Group and replacement business is not secured on a timely basis, the Group’s operations, fi nancial condition and cash fl ows may be adversely affected.
The Group addresses this exposure by diversifying its revenue base through coordinated commercial initiatives. Account managers engage existing customers to strengthen engagement and increase share of wallet, while the business development function targets new accounts and channels. The sales team also works with internal stakeholders to run marketing campaigns and participates in industry exhibitions to build visibility and generate new leads. In 2025, the Group onboarded 10 new customers.
Competition and trade policy risk
With its principal operations and major customers in Singapore, Malaysia, Hong Kong, PRC, the USA and Europe, the Group is exposed to competitive pressures, including technology disruption (such as the adoption of artifi cial intelligence), and external developments that may be beyond its control. These include changes in trade policies (including the imposition of tariffs), export controls and other cross-border restrictions, which may increase input costs, disrupt sourcing and logistics fl ows, and affect the timeliness and availability of supplies. Such developments may adversely affect the Group’s operating performance, fi nancial position and prospects.
Management monitors geopolitical, political and macroeconomic developments, regulatory changes and security considerations across its key markets. Scenario analysis is performed to assess potential trade-policy outcomes and their impacts on demand, costs and supply chain continuity. The Group also engages suppliers and logistics partners to improve visibility over lead times and delivery schedules and participates in relevant external briefi ngs to stay informed of emerging risks and trends.
To mitigate the above risks, the Group is also undertaking a multi-year digital transformation roadmap, including harmonising the manufacturing execution system (“ MES ”), electronic data interchange (“ EDI ”) and enterprise resource planning (“ ERP ”) platforms across Singapore and its regional manufacturing hubs. These initiatives are intended to strengthen operational processes, improve data availability and analytics, and support management’s strategic decision-making, including in relation to external developments affecting the Group’s operations and supply chain. Where appropriate, the Group evaluates the use of automation and artifi cial intelligence-enabled analytics to enhance forecasting and scenario analysis, subject to applicable governance and data security controls.
Geopolitical risk
The Group may face heightened risk exposure stemming from the rising tensions in the Middle East, with the primary transmission channels being higher energy costs, rising logistics and insurance expenses, and potential disruptions across critical supply routes. A sustained increase in oil prices could elevate input and transportation costs, while the rerouting of vessels away from affected waterways may tighten global shipping capacity and drive up freight rates and lead times. These dynamics may cause component shortages and delivery delays, worsening supply-base infl ation. Collectively, they may raise production costs, limit operational fl exibility, and compress margins if cost pass-through and mitigation efforts fall short.
Financial Risk
The Group mitigates potential losses from fi nancial risks through an internal control environment that is designed to protect assets and promote sound fi nancial stewardship and is reviewed periodically. The Group’s policies set out the key processes, approval thresholds and delegated authority limits. Decision rights are cascaded through the organisational structure from the Board to the CEO and Heads of Departments, with Board approval required for expenditures above the highest delegated limit.
Annual Report 2025
68
Risk Management
Foreign exchange risk
Operating in multiple countries exposes the Group to currency volatility because receipts and payments are mainly denominated in USD, SGD, MYR and RMB. Revenue is largely billed in USD, whereas procurement and operating costs are incurred across USD, SGD, MYR and RMB. Exchange rates may fl uctuate due to changes in economic fundamentals, political developments, government actions and market liquidity. These fl uctuations may create mismatches in the timing of cash infl ows and outfl ows and lead to foreign exchange gains or losses that affect reported performance. The Group’s foreign exchange policy outlines its hedging principles. Management also monitors currency developments and maintains rolling cash fl ow forecasts to plan the Group’s foreign currency requirements.
Operational Risk
Operational risk refers to losses that may arise from defi ciencies or breakdowns in internal processes, people or systems, as well as from external incidents, including human error, system outages and fraud. To manage such risk, the Group maintains operating manuals, standard operating procedures, delegated authority guidelines and a structured reporting framework aimed at reducing disruption to critical business activities.
Production risk
Manufacturing operations may be affected by production-related uncertainties and disruptions, which may include:
-
(i) upstream supply interruptions, including shortages of raw materials, delivery delays or supplier performance issues, which may slow production and affect customer service levels;
-
(ii) unplanned equipment stoppages, machinery failures and process variances that may result in defects or rework; and
-
(iii) forecasting and planning inaccuracies that could lead to excess stock, stockouts, over-or under-utilisation of capacity and related fi nancial impacts.
To manage production risk, the Group undertakes structured production planning and capacity reviews, supported by periodic analytics, to align output with customer demand. Cross-functional coordination through regular meetings with internal teams and customers facilitates on-time delivery. The Group also works closely with suppliers to improve visibility and responsiveness and, where feasible, sources commodities and packaging materials locally to reduce lead times, limit disruption exposure and support working capital effi ciency.
Key management personnel (“KMP”)/succession planning risk
The Group’s execution capability is infl uenced by the continuity of its KMP and Executive Directors, particularly the Group’s founder and CEO, Mr Michael Mun, and the COO, Mr Jeremy Mun. Their experience and sector knowledge contribute signifi cantly to the Group’s direction and day-to-day management and may not be readily replicated. The Group also depends on experienced leaders and skilled employees across its operations, research and development, engineering, sales and corporate functions. If the KMP depart without an effective transition or timely replacement, or if the Group is unable to attract and retain suitably qualifi ed talent, business performance could be adversely impacted.
The Nominating Committee advises on Board and senior leadership succession, including recommending appointments and reviewing succession plans for Directors, the Board Chairman and KMP. The Remuneration Committee supports talent attraction and retention through market-aligned remuneration packages, which may comprise directors’ fees, base salaries, variable incentives, share-based awards and benefi ts. The Group’s succession planning is reinforced through structured development initiatives such as defi ned career pathways, annual performance assessments and ongoing mentoring and coaching.
69
Risk Management
Health and safety risk
Health and safety risk, within the context of occupational safety and health (“ OSH ”), refers to the possibility of injury or adverse health outcomes resulting from workplace hazards. As the Group introduces new products, categories and services in a fast-changing industry, certain innovations may emerge ahead of fully developed legal or regulatory guidance. The Group may therefore be subject to new, evolving or unforeseen requirements covering areas such as workplace health and safety, hazardous substances, product energy consumption, packaging, manufacturing practices, sustainability-related obligations, recycling and environmental considerations. In addition, new or insuffi ciently tested products may present latent risks to consumers, which could give rise to complaints, claims or litigation. If any such events occur, the Group’s operations and fi nancial performance may be materially and adversely affected.
The Group’s Malaysia manufacturing facility and Singapore offi ce maintain ISO 45001 certifi cation, demonstrating our commitment to robust OSH management systems. Our offices in Shenzhen, PRC, and Hong Kong, as well as our manufacturing facility in Dongguan, PRC, are progressively aligning their OSH practices with ISO 45001 requirements. Key measures implemented across the Group include appointing an OSH offi cer at each operating site, providing fi rst-aid training, conducting fi re drills at least twice a year at each location, and performing periodic safety equipment checks.
Cybersecurity risk
T he Group’s operations, in particular, its IoT devices and data-communication products activities, are dependent on stable and secure information technology. The Group faces exposure to cyber threats, privacy incidents and other risks associated with network integrity and system availability. The threat landscape continues to evolve in both scale and sophistication. Malicious software (including viruses, malware, ransomware, worms and trojans) may infi ltrate systems or products, compromise data confi dentiality or integrity, or disrupt business activities. If malicious code is propagated through the Group’s technology, the Group may also be exposed to customer claims, regulatory scrutiny and penalties, and reputational damage arising from reduced confi dence in product security and reliability. Any material interruption to IT systems, whether due to cyber-attacks or other causes, could adversely affect the Group’s results, fi nancial position and prospects. Enterprise data across the Group is managed through our technology subsidiary, which operates under strict ISO 27001-certifi ed security controls.
The Group has implemented various controls, including a Bring-Your-Own-Device (“ BYOD ”) policy, endpoint protection measures, and annual penetration testing to validate application security. The Group also leverages encrypted virtual private networks (“ VPNs ”) and cloud-based services and conducts cybersecurity awareness training and phishing simulations to strengthen employees’ vigilance.
In tandem with the Group’s growth, additional emphasis is placed on strengthening network and security controls to protect systems and information assets. The Group also engages external cybersecurity specialists to assess and uplift its security posture, including enhanced monitoring and incident response arrangements.
Crisis management risk
Events outside the Group’s control—including natural disasters, geopolitical tensions, war, civil disturbances and terrorist incidents—may disrupt operations and adversely affect performance. Incidents such as fi res, fl oods and earthquakes can damage infrastructure, interrupt supply chains and impact the communities and economies in the areas where the Group operates. There is no assurance that actual or threatened hostilities or unrest, wherever they occur, will not have a direct or indirect material adverse effect on the Group’s results of operations, fi nancial position and cash fl ows.
To strengthen its resilience, the Group has established a Business Continuity Plan and related procedures aimed at sustaining essential functions and services during major disruptions affecting its facilities. In respect of information security, the Group’s technology subsidiary maintains ISO 27001 certifi cation and implements controls to safeguard its systems. In the event of any major incident, the operations team coordinates with the legal and corporate affairs team, and the Company will release announcements via SGXNET where applicable.
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70
Risk Management
Compliance Risk
Compliance risk relates to potential regulatory sanctions, fi nancial impact and reputational harm that may result from noncompliance with applicable laws and regulations, local statutes, internal policies and procedures, or contractual requirements. The Group monitors relevant regulatory developments and seeks to comply with the requirements governing its operations in the jurisdictions in which it conducts business.
Sustainability reporting
Sustainability reporting communicates our performance, progress and priorities across environmental, social and governance (“ ESG ”) topics, as well as related risks and impacts that may arise over the short and longer term. It supports accountability and better decision-making by enabling the Group to identify material issues, translate commitments into actions, and provide transparent reporting of both positive contributions and adverse effects on the environment, society and the economy.
As a Mainboard issuer on SGX-ST, the Group has issued a sustainability report each year since 2021. The Group continues to enhance data quality and accountability through internal gap assessments and benchmarking against recognised practices. Each reporting cycle, the Group determines the scope of its disclosures and aligns key metrics, indicators and KPIs with reference frameworks such as the SGX core ESG metrics and the Global Reporting Initiative (“ GRI ”) Standards and updates disclosures as the Group’s operations evolve.
The Group has integrated sustainability governance into the principles-based approach of the Three Lines Model to ensure robust sustainability risk management and internal oversight. Details on the Three Lines Model can be found on page 25 of this annual report. An independent consultant was engaged to conduct an internal review to ensure the reliability of internal control processes for ESG metrics disclosure and reporting.
Intellectual property risk
The Group’s business is supported by its portfolio of patents and trademarks. Maintaining strong governance over intellectual property (“ IP ”) is important for ensuring competitive differentiation. If the Group’s patents are disputed, they may be invalidated or become diffi cult to enforce. The Group may also face risks from imitation, reverse engineering and counterfeit products, which could reduce sales and damage the Group’s reputation.
The Group actively monitors and protects its IP and will pursue appropriate remedies where infringement is identifi ed. Confi dential and sensitive information is maintained on internal systems with access controlled by the IT department. Confi dentiality undertakings are in place with employees and subcontractors to safeguard proprietary information prior to public disclosure. The Group’s R&D Policy sets out key safeguards, including maintaining a register of patents and trademarks, tracking renewals to avoid lapses, and engaging experienced agents to manage patent fi lings and registrations.
71
Directors’ Statement
The Directors of Aztech Global Ltd. (the “Company”) present their statement to the members together with the audited fi nancial statements of the Company and its subsidiaries (the “Group”) for the fi nancial year ended 31 December 2025, and the statement of fi nancial position of the Company as at 31 December 2025 and statement of changes in equity of the Company for the fi nancial year ended 31 December 2025.
1. Opinion of the Directors
In the opinion of the Directors,
-
(a) the consolidated fi nancial statements of the Group, and the statement of fi nancial position and statement of changes in equity of the Company together with the notes thereon are drawn up so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2025, and of the consolidated fi nancial performance, consolidated changes in equity and consolidated cash fl ows of the Group and of the changes in equity of the Company for the fi nancial year ended on that date; and
-
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
2. Directors
The Directors of the Company in offi ce at the date of this statement are:
Michael Mun Hong Yew Jeremy Mun Weng Hung Christopher Huang Junli Jeann Low Ngiap Jong Larry Tan Jwee Meng Tan Teik Seng
3. Arrangements to enable Directors to acquire shares and debentures
Neither at the end of nor at any time during the fi nancial year was the Company a party to any arrangement whose object is to enable the Directors of the Company to acquire benefi ts by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Annual Report 2025
72
Directors’ Statement
4. Directors’ interests in shares or debentures
The Directors of the Company holding offi ce at the end of the fi nancial year had no interest in the shares or debentures of the Company or its related corporations, either at beginning or end of the fi nancial year, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Companies Act 1967 (the “Act”), except as follows:
| Shareholdings in which | Shareholdings in which | |||
|---|---|---|---|---|
| Name of Directors and companies in which | Shareholdings registered | Directors are deemed | ||
| interests are held | in the name of Directors | to have an interest | ||
| At beginning | At end | At beginning | At end | |
| of f nancial | of f nancial | of f nancial | of f nancial | |
| year | year | year | year | |
| Interest in the Company | ||||
| Aztech Global Ltd. | ||||
| (Number of ordinary shares) | ||||
| Michael Mun Hong Yew (See Notes a to b) | 172,899,200 | 142,899,200 | 369,798,400 | 399,798,400 |
| Jeremy Mun Weng Hung (See Note c) | – | – | 200,000 | 200,000 |
| Jeann Low Ngiap Jong (See Note c) | – | – | 150,000 | 150,000 |
Notes on the Company’s shares (“Shares”) held by Mr. Michael Mun Hong Yew (“Mr. Mun”):
-
a. On 27 November 2025, Mr. Mun transferred 30,000,000 Shares from his CDP account to the United Overseas Bank Nominees (Private) Limited account jointly held by him and his spouse, Mdm Siew Yoke Ping (“Mdm Siew”).
-
b. As at 31 December 2025:
-
(i) Mr. Mun had 142,899,200 Shares directly in his CDP account; and
-
(ii) Mr. Mun had a deemed interest in 399,798,400 Shares held in nominee accounts jointly by Mr. Mun and Mdm Siew as well as nominee accounts of Mun Siew Capital Pte Ltd. Mun Siew Capital Pte Ltd is wholly owned by Clova Investments Ltd, which is in turn wholly owned by Mr. Mun.
Note on the Shares held by Mr. Jeremy Mun Weng Hung and Ms. Jeann Low Ngiap Jong:
- c. Mr. Jeremy Mun Weng Hung and Ms. Jeann Low Ngiap Jong are deemed to have interest in 200,000 and 150,000 ordinary Shares respectively, held by their nominee, DBS Nominees Pte Ltd.
By virtue of Section 7 of the Act, Mr. Mun is deemed to have an interest in all the related corporations of the Company. In accordance with the continuing listing requirements of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Directors of the Company state that, according to the Register of the Directors’ Shareholdings, the Directors’ interests as at 21 January 2026 in the shares or debentures of the Company have not changed from those disclosed as at 31 December 2025.
73
Directors’ Statement
5. Long-Term Retirement Incentive Plan
During the fi nancial year ended 31 December 2019, the Group implemented a Long-Term Retirement Incentive Plan (“LTRP”) for its key management staff (including the CEO and Executive Director) of the Group. Under the LTRP, the key management staff will be eligible to receive a cash payout when they reach the minimum retirement age of 62 (“Minimum Retirement Age”) or elect to receive it later when they retire, if their contract is extended after the Minimum Retirement Age.
The LTRP will be part of the remuneration package for current and future key management staff, and the eligibility to participate in the plan shall be determined by the Board of Directors.
From 1 January 2020 onwards, for all eligible key management staff, the LTRP amount will be computed based on 2% of their annual salary in the relevant fi nancial year (prorated, where applicable), provided that the profi t after tax of the Group is at least $5 million for the relevant fi nancial year.
If a key management staff’s employment ceases for any reason before he or she reaches the Minimum Retirement Age, then the full amount provided for the respective staff’s LTRP payout will be forfeited.
As at 31 December 2025, the provision for LTRP was $1,025,000 (2024: $988,000).
6. Share options
Employee Share Option Scheme
The Company has implemented an Employee Share Option Scheme known as the Aztech Employee Share Option Scheme (“Share Option Scheme”). The Share Option Scheme was approved and adopted by the shareholders at an Extraordinary General Meeting of the Company held on 18 February 2021. The Share Option Scheme provides a means to recruit, motivate and retain employees whose contributions are essential to the long-term growth of the Group.
Under the Share Option Scheme, options to subscribe for the ordinary shares of the Company are granted to key management personnel and selected employees based on the recommendation by the Remuneration Committee. The exercise price of the options is determined at the average of the closing prices of the Company’s ordinary shares as quoted on the Singapore Exchange for fi ve (5) market days immediately preceding the date of the grant. No options are granted at a discount to the prevailing market price of the shares. 50% of the options shall vest at the end of one (1) year from the date of grant and the remaining options shall vest at the end of two (2) years from the date of grant. The options shall be exercisable at any time after the fi rst anniversary of the date of grant of that option, provided that the option shall be exercised before the tenth anniversary of the relevant date of grant of that option, failing which the unexercised options shall immediately lapse and become null and void. The options may be exercised in full or in part in respect of 1,000 ordinary shares or a multiple thereof, on the payment of the exercise price.
The options shall, to the extent unexercised, immediately lapse and become null and void when the persons to whom the options have been issued cease to be employed by the Group. Such persons shall be deemed to have ceased to be employed as of the date the notice of termination of employment is tendered by or is given to him or her, unless such notice shall be withdrawn prior to its effective date.
The persons to whom the options have been issued have no right to participate by virtue of the options in any share issue of any other company. The Group has no legal or constructive obligation to repurchase or settle the options in cash. The aggregate number of shares over which options may be granted on any date, when added to the number of shares issued and issuable in respect of all options granted under the Share Option Scheme and any other share schemes, shall not exceed 15% of the issued shares (excluding treasury shares) of the Company on the day preceding that date.
Annual Report 2025
74
Directors’ Statement
6. Share options (Continued)
Employee Share Option Scheme (Continued)
On 13 December 2021, the Company granted options to subscribe for 2,110,000 ordinary shares of the Company at exercise price of $0.934 per share (“2021 Options”). The 2021 Options are exercisable from 13 December 2022 and expire on 12 December 2031. On 29 September 2023, the Company granted options to subscribe for 2,250,000 ordinary shares of the Company at exercise price of $0.806 per share (“2023 Options”). The 2023 Options are exercisable from 29 September 2024 and expire on 28 September 2033. The estimated fair value of the 2021 Options is $670,000 and 2023 Options is $331,000. On 29 September 2025, the Company granted options to subscribe for 2,960,000 ordinary shares of the Company at exercise price of $0.681 per share (“2025 Options”). The 2025 Options are exercisable from 29 September 2026 and expire on 28 September 2035. The estimated fair value of the 2021 Options is $670,000, 2023 Options is $331,000 and 2025 Options is $215,000. These fair values were calculated using the Black-Scholes pricing model.
No options have been granted to controlling shareholders of the Company or their subsidiaries.
Participants under the Share Options Scheme who has received 5% or more of the total number of shares under option available under the Share Options Scheme:
| Number of unissued ordinary shares of | Number of unissued ordinary shares of | Number of unissued ordinary shares of | the Company under | option | |
|---|---|---|---|---|---|
| Aggregate | Aggregate | Aggregate | |||
| options | Options | Options | Aggregate | ||
| Options | granted since | exercised since | forfeited since |
options | |
| granted | commencement | commencement | commencement |
outstanding at | |
| during | of the Share | of the Share | of the Share |
31 December | |
| Name | 2025 | Option Scheme | Option Scheme | Option Scheme | 2025 |
| Daniel Oh Yong Boon | 400,000 | 800,000 | – | – | 800,000 |
| Pavani Nagarajah | 400,000 | 800,000 | – | – | 800,000 |
| Annie Qian Junmin | 180,000 | 580,000 | – | – | 580,000 |
| Christine Lee Pin Rou | 180,000 | 580,000 | – | – | 580,000 |
| Terence Kwong Man Hong | 400,000 | 800,000 | – | – | 800,000 |
| He Zhao Yang | 400,000 | 800,000 | – | – | 800,000 |
| Alex Tan Phang Eyong | 400,000 | 400,000 | – | – | 400,000 |
| Sunny Wang | 80,000 | 480,000 | – | – | 480,000 |
| 2,440,000 | 5,240,000 | – | – | 5,240,000 |
The number of unissued ordinary shares of the Company in relation to the Share Option Scheme outstanding at the end of the fi nancial year was as follows:
| Balance as | |||||||
|---|---|---|---|---|---|---|---|
| at beginning | Granted | Forfeited | Balance as | ||||
| of the | during the | during the | at end of the | ||||
| f nancial | f nancial | f nancial | f nancial | Exercise | |||
| year | year | year | year | price | Exercise period | ||
| 2021 | Options | 1,730,000 | – | (40,000) | 1,690,000 | 0.934 | 13.12.2022 – 12.12.2031 |
| 2023 | Options | 2,050,000 | – | (200,000) | 1,850,000 | 0.806 | 29.9.2024 – 28.9.2033 |
| 2025 | Options | – | 2,960,000 | – | 2,960,000 | 0.681 | 29.9.2026 – 28.9.2035 |
75
Directors’ Statement
6. Share options (Continued)
Performance Share Plan
The Company has implemented a Performance Share Plan known as the Aztech Performance Share Plan (“Performance Share Plan”). The Performance Share Plan was approved and adopted by the shareholders at an Extraordinary General Meeting of the Company held on 18 February 2021. No shares have been granted pursuant to the Performance Share Plan as at the date of this report.
7. Audit committee
The Audit Committee of the Company is chaired by Ms. Jeann Low Ngiap Jong, an Independent Non-executive Director, and includes Mr. Christopher Huang Junli, an Independent Non-executive Director, Mr. Larry Tan Jwee Meng, an Independent Non-executive Director and Mr. Tan Teik Seng, an Independent Non-executive Director. The Audit Committee has carried out its functions in accordance with Section 201B(5) of the Act, including reviewing the following, where relevant, with the Executive Directors and external auditors of the Company:
-
(a) assist the Board in fulfi lling its responsibility for overseeing the quality and integrity of the accounting, auditing, internal controls and fi nancial practices of the Group;
-
(b) review and report to the Board signifi cant fi nancial reporting issues and judgements to ensure the integrity of the fi nancial statements and any announcements relating to fi nancial performance;
-
(c) review the internal and external auditors’ audit plans, scope of work, their evaluation of the Group’s system of internal controls, audit reports (including assessing and reporting to the Board the quality of the work carried out and the basis of such assessment, and evaluating the performance of the external auditors), external auditors’ management letters and the management’s response, the results of audits compiled by the Company’s internal and external auditors, and the implementation by the Group of the internal control recommendations made by the Group’s internal and external auditors;
-
(d) review the periodic consolidated fi nancial statements and any formal announcements relating to the Group’s fi nancial performance before submission to the Directors for approval, focusing in particular on changes in accounting policies and practices, major risk areas, signifi cant adjustments arising from the audit, compliance with accounting standards, compliance with the Listing Manual and any other statutory and regulatory requirements, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of the management, where necessary, before submission to the Directors for approval;
-
(e) review the assurance from the Executive Chairman and CEO and Chief Financial Offi cer/Financial Controller on the fi nancial records and fi nancial statements of the Group;
-
(f) ensure co-ordination between the external and internal auditors and the management and reviewing the assistance given by the management to the auditors, and discussing problems and concerns, if any, arising from the interim and fi nal audits, and any matters which the auditors may wish to discuss (in the absence of the management, where necessary);
-
(g) review and report to the Board, at least annually, the risk profi le of the Group, the effectiveness and adequacy of the internal control and risk management procedures addressing fi nancial, operational, information technology and compliance risks (including the appropriate steps to be taken to mitigate and manage risks at acceptable levels determined by the Board), and discuss issues and concerns, if any, arising from the internal audits;
-
(h) review and discuss with external and internal auditors, any suspected fraud, irregularity or infringement of any relevant laws, rules and regulations, which has or is likely to have a material impact on the Group’s results of operation, fi nancial performance or fi nancial position and the management’s response;
Annual Report 2025
76
Directors’ Statement
7. Audit committee (Continued)
-
(i) review the adequacy and effectiveness of the Group’s risk management and internal audit function and ensuring that a clear reporting structure is in place between the Audit Committee and the internal auditors;
-
(j) ensure that the internal audit function is adequately resourced and staffed with persons with the relevant qualifi cation and experience, and that the internal auditors comply with the standards set by nationally or internationally recognised professional bodies;
-
(k) ensure that the internal audit function has unfettered access to all of the Group’s documents, records, properties and personnel, including the Audit Committee, and has appropriate standing within the Group;
-
(l) review the Group’s key fi nancial risk areas, with a view to providing an independent oversight on the Group’s fi nancial reporting, the outcome of such review to be disclosed in the annual reports or if the fi ndings are material, to be immediately announced via SGXNET;
-
(m) review the independence and objectivity of the internal and external auditors as well as consider the appointment or re-appointment of the internal and external auditors, including approving the remuneration and terms of engagement of the internal and external auditors;
-
(n) review and approve any interested person transactions falling within the scope of Chapter 9 of the Listing Manual and review procedures thereof;
-
(o) review potential confl icts of interests (if any) and set out a framework to resolve or mitigate any potential confl icts of interests, including reviewing the adequacy of confl icts mitigating measures within the Group;
-
(p) review and monitor the measures the Group has put in place in respect of the legal representatives of the Company’s China-incorporated subsidiary;
-
(q) review regulatory compliance matters, at least on a quarterly basis, with a view to ensuring that adequate rectifi cation measures are taken for past breaches as well as new initiatives implemented to mitigate and reduce the risks of future breaches;
-
(r) on an annual basis or any other period that the Audit Committee deems fi t, ensure that trade receivables are stated at fair value and accurately recorded in the fi nancial statements, and that credit policies are adhered to;
-
(s) monitor the cash fl ows of the Group;
-
(t) periodically review the Group’s intellectual property protection policies to ensure that the policies and/or procedures are complied with, and adequate and effective for the Group’s operations;
-
(u) review the processes and procedures for the Group’s resolution of the regulatory issues pertaining to the Dongguan Land and the buildings constructed on it, including the obtaining of the Title Registration in respect of the buildings constructed on the Dongguan Land and the Certifi cate of Land Use Right in respect of the Dongguan Land;
-
(v) review transactions falling within the scope of Chapter 10 of the Listing Manual, if any;
-
(w) undertake such other reviews and projects as may be requested by the Directors, and report to the Directors its fi ndings from time to time on matters arising and requiring the attention of the Audit Committee; and
-
(x) undertake generally such other functions and duties as may be required by law or the Listing Manual, and by such amendments made thereto from time to time.
77
Directors’ Statement
7. Audit committee (Continued)
The Audit Committee has full access to and has the co-operation of the management and has been given the resources required for it to discharge its functions properly. It also has full discretion to invite any Director and Executive Offi cer of the Group to attend its meetings. The external and internal auditors have unrestricted access to the Audit Committee.
The Audit Committee has recommended to the Board of Directors the nomination of BDO LLP, for re-appointment as external auditor of the Company at the forthcoming AGM of the Company.
8. Independent auditor
The independent auditor, BDO LLP, has expressed its willingness to accept re-appointment.
On behalf of the Board of Directors,
Michael Mun Hong Yew Director
Jeremy Mun Weng Hung Director
Singapore 30 March 2026
Annual Report 2025
78
Independent Auditor’s Report
To the Members of Aztech Global Ltd.
Report on the Audit of the Financial Statements
Opinion
We have audited the fi nancial statements of Aztech Global Ltd. (the “Company”) and its subsidiaries (the “Group”), set out on pages 82 to 135, which comprise:
-
the consolidated statement of fi nancial position of the Group and the statement of fi nancial position of the Company as at 31 December 2025;
-
the consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash fl ows of the Group and statement of changes in equity of the Company for the fi nancial year then ended; and
In our opinion, the accompanying consolidated fi nancial statements of the Group, and the statement of fi nancial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give a true and fair view of the consolidated financial position of the Group and the fi nancial position of the Company as at 31 December 2025, and of its consolidated financial performance, consolidated changes in equity and consolidated cash fl ows of the Group and changes in equity of the Company for the fi nancial year ended on that date.
- notes to the fi nancial statements, including material accounting policy information.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (“ACRA Code”), as applicable to audits of fi nancial statements of public interest entities, together with the ethical requirements that are relevant to audits of the fi nancial statements of public interest entities in Singapore. We have also fulfi lled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our audit of the fi nancial statements of the current period. These matters were addressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
79
Independent Auditor’s Report
To the Members of Aztech Global Ltd.
KEY AUDIT MATTER
AUDIT RESPONSE
1 Revenue recognition
The Group derives revenue from manufacture and sale of IoT devices, Datacom products and LED lighting products. The Group’s revenue was recognised at a point in time when the Group’s customers obtained control of the goods and it is probable that the agreed consideration will be received.
Our procedures included, amongst others, the following:
- Examined the Group’s revenue recognition policy in accordance with SFRS(I) 15 Revenue from Contract with Customers and checked that appropriate consistent revenue recognition policy is applied;
We have determined revenue recognition to be a key audit matter due to the volume of revenue transactions and we placed signifi cant attention and effort on this area as part of our audit approach. Revenue recognised for the fi nancial year is also a signifi cant measure of the Group’s fi nancial performance.
-
Reviewed revenue and receipts cycle, identifi ed key controls via walkthrough test and carried out test of controls;
-
On sample basis, test checked to sales invoice, customer acknowledged documents and other supporting documents;
-
Performed revenue cut-off procedures for a sample of revenue transactions, before and after the financial year, by examining relevant supporting documents to evaluate whether control has passed to determine whether revenue is recognised in the appropriate fi nancial year;
-
Performed analytical review using data analytics tools to identify any unusual trends and movements and investigated reasons; and
-
Assessed the adequacy of the related disclosures
Refer to Notes 2.6 and 23 of the accompanying fi nancial statements.
Other Information
Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the fi nancial statements and our auditor’s report thereon.
Our opinion on the fi nancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the fi nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the fi nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Annual Report 2025
80
Independent Auditor’s Report
To the Members of Aztech Global Ltd.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the provisions of the Act and SFRS(I)s, and for devising and maintaining a system of internal accounting controls suffi cient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair fi nancial statements and to maintain accountability of assets.
In preparing the fi nancial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s fi nancial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the fi nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infl uence the economic decisions of users taken on the
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the fi nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the fi nancial statements, including the disclosures, and whether the fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Plan and perform the group audit to obtain suffi cient appropriate audit evidence regarding the fi nancial information of the entities or business units within the group as a basis for forming an opinion on the group fi nancial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
81
Independent Auditor’s Report
To the Members of Aztech Global Ltd.
Auditor’s Responsibilities for the Audit of the Financial Statements (Continued)
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most signifi cance in the audit of the fi nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefi ts of such communication.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Ng Kian Hui.
BDO LLP
Public Accountants and Chartered Accountants
Singapore 30 March 2026
Annual Report 2025
82
Statements of Financial Position
As at 31 December 2025
| Note | Group Company |
|---|---|
| 2025 2024 2025 2024 $’000 $’000 $’000 $’000 |
|
| ASSETS Current assets Cash and cash equivalents 4 Trade receivables 5 Other receivables 6 Other investments 7 Prepayments Inventories 8 Total current assets excluding non-current assets classif ed as held for sale Non-current assets classif ed as held for sale 10 Total current assets Non-current assets Other receivables 6 Prepayments Investments in subsidiaries 9 Property, plant and equipment 10 Deferred tax assets 11 Total non-current assets Total assets |
123,336 292,082 98,644 275,440 90,082 81,825 – – 7,929 2,671 11,088 1,800 146,249 19,178 146,249 19,178 1,445 2,286 65 193 30,005 32,354 – – |
| 399,046 430,396 256,046 296,611 1,366 – – – |
|
| 400,412 430,396 256,046 296,611 |
|
| – – – 464 – 633 – – – – 78,866 78,866 27,554 39,632 – – 357 550 79 161 |
|
| 27,911 40,815 78,945 79,491 |
|
| 428,323 471,211 334,991 376,102 |
The accompanying notes form an integral part of these fi nancial statements.
83
Statements of Financial Position
As at 31 December 2025
| Note | Group Company |
|---|---|
| 2025 2024 2025 2024 $’000 $’000 $’000 $’000 |
|
| LIABILITIES AND EQUITY Current liabilities Borrowings 12 Lease liabilities 13 Trade payables 14 Other payables 15 Provision for retirement benef t 16 Income tax payable Total current liabilities Non-current liabilities Borrowings 12 Lease liabilities 13 Provision for retirement benef t 16 Deferred tax liabilities 11 Total non-current liabilities Capital and reserves Share capital 17 Treasury shares 18 Capital reserve 19 Foreign currency translation account 20 Share options reserve 21 Statutory reserve 22 Retained prof ts Total equity Total liabilities and equity |
2,262 3,371 – – 1,907 1,987 464 482 80,158 71,839 – – 26,371 23,276 22,418 75,874 709 689 709 689 13,476 16,083 622 1,556 |
| 124,883 117,245 24,213 78,601 |
|
| 7,535 10,918 – – 1,427 856 – 464 316 299 316 299 2,535 2,800 79 161 |
|
| 11,813 14,873 395 924 |
|
| 206,166 206,166 206,166 206,166 (1,992) (1,992) (1,992) (1,992) (4,672) (4,670) 11,649 11,651 (20,538) (17,652) – – 844 696 844 696 14,755 14,755 – – 97,064 141,790 93,716 80,056 |
|
| 291,627 339,093 310,383 296,577 |
|
| 428,323 471,211 334,991 376,102 |
The accompanying notes form an integral part of these fi nancial statements.
Annual Report 2025
84
Consolidated Statement of Comprehensive Income
For the Financial Year Ended 31 December 2025
| Note | Group |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Revenue 23 Other income 24 Changes in inventories of f nished goods and work in progress, and raw materials used Employee benef ts expense 25 Depreciation expenses 10 Other operating expenses Reversal of allowance for trade receivables 5 Interest income Other gains and losses 26 Finance costs 27 Prof t before income tax Income tax expense 28 Prof t for the f nancial year 29 Other comprehensive income: Items that may be reclassif ed subsequently into prof t or loss Exchange differences on translation of foreign operations, representing other comprehensive income for the f nancial year, net of tax Total comprehensive income for the f nancial year Prof t attributable to owners of the Company Total comprehensive income attributable to owners of the Company Earnings per share Basic (cents) 30 Diluted (cents) 30 |
432,503 621,606 374 452 (331,569) (480,033) (42,091) (50,529) (7,572) (9,287) (12,250) (16,615) 387 2,892 6,567 9,622 2,173 3,896 (760) (947) |
| 47,762 81,057 (7,591) (10,529) |
|
| 40,171 70,528 |
|
| (2,886) 906 |
|
| 37,285 71,434 |
|
| 40,171 70,528 |
|
| 37,285 71,434 |
|
| 5.20 9.14 5.20 9.13 |
The accompanying notes form an integral part of these fi nancial statements.
85
Statements of Changes in Equity
For the Financial Year Ended 31 December 2025
| Note | Share capital Treasury shares Capital reserve Foreign currency translation account Share options reserve Statutory reserve Retained prof ts Total equity $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 |
|---|---|
| Group Balance as at 1 January 2025 Total comprehensive income for the f nancial year - Prof t for the f nancial year - Other comprehensive income for the f nancial year Total Transactions with owners, recognised directly in equity - Share option expense 25 - Dividends 31 - Reversal of capital reserve 19 Total Balance as at 31 December 2025 Balance as at 1 January 2024 Total comprehensive income for the f nancial year - Prof t for the f nancial year - Other comprehensive income for the f nancial year Total Transactions with owners, recognised directly in equity - Share option expense 25 - Share buyback 18 - Dividends 31 - Transfer to statutory reserve 22 Total Balance as at 31 December 2024 |
206,166 (1,992) (4,670) (17,652) 696 14,755 141,790 339,093 |
| – – – – – – 40,171 40,171 – – – (2,886) – – – (2,886) |
|
| – – – (2,886) – – 40,171 37,285 |
|
| – – – – 148 – – 148 – – – – – – (84,897) (84,897) – – (2) – – – – (2) |
|
| – – (2) – 148 – (84,897) (84,751) |
|
| 206,166 (1,992) (4,672) (20,538) 844 14,755 97,064 291,627 |
|
| 206,166 (1,843) (4,670) (18,558) 636 1,254 161,958 344,943 |
|
| – – – – – – 70,528 70,528 – – – 906 – – – 906 |
|
| – – – 906 – – 70,528 71,434 |
|
| – – – – 60 – – 60 – (149) – – – – – (149) – – – – – – (77,195) (77,195) – – – – – 13,501 (13,501) – |
|
| – (149) – – 60 13,501 (90,696) (77,284) |
|
| 206,166 (1,992) (4,670) (17,652) 696 14,755 141,790 339,093 |
The accompanying notes form an integral part of these fi nancial statements.
Annual Report 2025
86
Statements of Changes in Equity
For the Financial Year Ended 31 December 2025
| Note | Share capital Treasury shares Capital reserve Share options reserve Retained prof ts Total equity $’000 $’000 $’000 $’000 $’000 $’000 |
|---|---|
| Company Balance as at 1 January 2025 Prof t for the f nancial year, representing total comprehensive income for the f nancial year Transactions with owners, recognised directly in equity - Share option expense 25 - Dividends 31 - Reversal of capital reserve 19 Total Balance as at 31 December 2025 Balance as at 1 January 2024 Prof t for the f nancial year, representing total comprehensive income for the f nancial year Transactions with owners, recognised directly in equity - Share option expense 25 - Share buyback 18 - Dividends 31 Total Balance as at 31 December 2024 |
206,166 (1,992) 11,651 696 80,056 296,577 – – – – 98,557 98,557 |
| – – – 148 – 148 – – – – (84,897) (84,897) – – (2) – – (2) |
|
| – – (2) 148 (84,897) (84,751) |
|
| 206,166 (1,992) 11,649 844 93,716 310,383 |
|
| 206,166 (1,843) 11,651 636 41,296 257,906 – – – – 115,955 115,955 |
|
| – – – 60 – 60 – (149) – – – (149) – – – – (77,195) (77,195) |
|
| – (149) – 60 (77,195) (77,284) |
|
| 206,166 (1,992) 11,651 696 80,056 296,577 |
The accompanying notes form an integral part of these fi nancial statements.
87
Consolidated Statement of Cash Flows
For the Financial Year Ended 31 December 2025
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Operating activities Prof t before income tax Adjustments for: Depreciation of property, plant and equipment Fair value gain on derivative f nancial instruments Fair value gain on other investments, net Share option expense Gain on disposal of property, plant and equipment Interest expense Interest income Lease modif cation Reversal of allowance for trade receivables Net unrealised foreign exchange loss/(gain) Plant and equipment written off Provision for retirement benef t (Reversal of)/Write-down for inventory obsolescence Operating cash f ows before movements in working capital Trade receivables Other receivables Derivative f nancial instruments Prepayments Inventories Trade payables Other payables Cash from operations Income tax paid Interest paid Net cash from operating activities |
47,762 81,057 7,572 9,287 (852) (3,238) (304) (793) 148 60 (3,727) (193) 760 947 (6,567) (9,622) 117 (3) (387) (2,892) 2,780 (4,723) 700 139 37 41 (63) 395 |
| 47,976 70,462 (11,306) 135,057 1,265 (11) 852 3,209 1,390 (721) 926 42,000 8,938 (112,171) (531) (7,974) |
|
| 49,510 129,851 (10,270) (15,607) (760) (947) |
|
| 38,480 113,297 |
The accompanying notes form an integral part of these fi nancial statements.
Annual Report 2025
88
Consolidated Statement of Cash Flows
For the Financial Year Ended 31 December 2025
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Investing activities Interest received Proceeds on disposal of plant and equipment Purchases of property, plant and equipment (Acquisition)/Proceeds from realisation of other investments, net Placement of long-term f xed deposits, net Deposit received for disposal of property, plant and equipment Net cash (used in)/from investing activities Financing activities Share buyback Repayment of obligations under lease liabilities (Note A) Proceeds from bank borrowings (Note A) Repayments of bank borrowings (Note A) Dividends paid Net cash used in f nancing activities Net change in cash and cash equivalents Effects of exchange rate changes on the balance of cash held in foreign currencies Cash and cash equivalents at beginning of the f nancial year Cash and cash equivalents at end of the f nancial year (Note 4) |
6,567 9,622 2,694 624 (1,745) (3,389) (94,784) 22,195 (32,092) – 3,290 – |
| (116,070) 29,052 |
|
| – (149) (2,177) (2,300) 543 625 (5,265) (4,062) (84,897) (77,195) |
|
| (91,796) (83,081) |
|
| (169,386) 59,268 640 1,372 292,082 231,442 |
|
| 123,336 292,082 |
The accompanying notes form an integral part of these fi nancial statements.
89
Consolidated Statement of Cash Flows
For the Financial Year Ended 31 December 2025
Note A Reconciliation of liabilities arising from fi nancing activities
| Non-cash changes 1.1.2025 Cash f ows Lease modif cation Additions of property, plant and equipment under leases Foreign exchange differences 31.12.2025 $’000 $’000 $’000 $’000 $’000 $’000 |
|
|---|---|
| Borrowings Lease liabilities |
14,289 (4,722) – – 230 9,797 2,843 (2,177) 2,650 – 18 3,334 |
| Non-cash changes 1.1.2024 Cash f ows Lease modif cation Additions of property, plant and equipment under leases Foreign exchange differences 31.12.2024 $’000 $’000 $’000 $’000 $’000 $’000 |
|
| Borrowings Lease liabilities |
17,312 (3,437) – – 414 14,289 4,893 (2,300) (69) 301 18 2,843 |
The accompanying notes form an integral part of these fi nancial statements.
Annual Report 2025
90
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
These notes form an integral part of and should be read in conjunction with the accompanying fi nancial statements.
1. General corporate information
Aztech Global Ltd. (the “Company”) (Registration number 200909384G) is a public limited company incorporated and domiciled in Singapore with its principal place of business and registered offi ce at 31 Ubi Road 1 #01-05 Singapore 408694. The Company was listed on the mainboard of Singapore Exchange Securities Trading Limited on 12 March 2021.
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are
Mr. Michael Mun Hong Yew holds the Company’s shares both directly and indirectly in various nominee accounts and is the ultimate controlling party of the Company. Mr. Michael Mun Hong Yew’s shareholding in the Company is disclosed in the Directors’ Statement.
2. Material accounting policy information
2.1 Basis of preparation of fi nancial statements
The fi nancial statements have been prepared in accordance with Singapore Financial Reporting Standards (International) (“SFRS(I)s”) under the historical cost convention, except as disclosed in the accounting policies below. All accounting policies have been consistently applied to the current fi nancial year and comparative period, unless otherwise stated.
Where an accounting policy information is not disclosed in the fi nancial statements, it is considered as not material and mainly standardised accounting requirements. Material accounting policy information which relates to fi nancial statements as a whole, are disclosed below.
Items included in the fi nancial statements of the Group and the Company are measured using the currency of the primary economic environment in which the entities operate (“functional currency”). The fi nancial statements are presented in Singapore dollar which is the functional currency and presentation currency of the Company. The fi nancial statements are expressed in Singapore dollar and all values are rounded to the nearest thousand ($’000) unless otherwise indicated.
The preparation of fi nancial statements in conformity with SFRS(I)s requires the management to exercise judgement in the process of applying the Group’s accounting policies and requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses throughout the fi nancial year. Although these estimates are based on management’s best knowledge of historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the fi nancial year in which the estimate is revised if the revision affects only that fi nancial year or in the fi nancial year of the revision and future fi nancial years if the revision affects both current and future fi nancial years.
Critical accounting judgements and key sources of estimation uncertainty used that are signifi cant to the fi nancial
91
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
2. Material accounting policy information (Continued)
2.1 Basis of preparation of fi nancial statements (Continued)
In the process of applying the accounting policies, the management is of the opinion that there are no critical judgements, apart from those involving estimations (see below), that have a signifi cant effect on the amounts recognised in the fi nancial statements.
Signifi cant accounting estimates and assumptions used:
- Expected credit loss allowance of trade receivables (Note 5 and Note 34.3(iii))
Changes in accounting policies
New standards, amendments and interpretations effective from 1 January 2025
The standards, amendments to standards, and interpretations that will apply for the fi rst time by the Group are not expected to impact the Group as they are either not relevant to the Group’s business activities or require accounting which is consistent with the Group’s current accounting policies.
New standards, amendments and interpretations issued but not yet effective
The following SFRS(I)s are relevant to the Group, and effective for annual periods beginning on 1 January 2026 and thereafter, and have not been adopted early:
| Effective date | ||
|---|---|---|
| (annual periods | ||
| beginning on or after) | ||
| SFRS(I) 9 and 7 | : Amendments to the Contracts Referencing Nature-dependent | 1 January 2026 |
| (Amendments) | Electricity | |
| SFRS(I) 9 and 7 | : Amendments to the Classif cation and Measurement of | 1 January 2026 |
| (Amendments) | Financial Instruments | |
| SFRS(I) 18 | : Presentation and Disclosure in Financial Statements | 1 January 2027 |
| SFRS(I) 19 | : Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
| SFRS(I) 19 | : Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
| (Amendments) | ||
| SFRS(I) 10 and 1-28 | : Sale or Contribution of Assets between an Investor and its | To be determined |
| (Amendments) | Associate or Joint Venture |
Management anticipates that the adoption of the above new standards, amendments and interpretations in future periods, if applicable, will not have a material impact on the fi nancial statements of the Group and the Company in the period of their initial adoption, except as disclosed below:
Annual Report 2025
92
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
2. Material accounting policy information (Continued)
- 2.1 Basis of preparation of fi nancial statements (Continued)
Changes in accounting policies (Continued)
New standards, amendments and interpretations issued but not yet effective (Continued)
SFRS(I) 18 Presentation and Disclosure in Financial Statements
The SFRS(I) 18 replaces SFRS(I) 1-1 Presentation of Financial Statements and provides guidance on presentation and disclosure in fi nancial statements, focus on the statement of profi t or loss.
SFRS(I) 18 introduces:
-
New structure on statement of profi t or loss with defi ned subtotals;
-
Disclosure related to management-defi ned performance measures (MPMs), which are measures of fi nancial performance based on a total or sub-total required by accounting standards with adjustments made (e.g. ‘adjusted profi t or loss’). A reconciliation of MPMs to the nearest total or subtotal calculated in accordance with accounting standards; and
-
Enhanced principles on aggregation and disaggregation of fi nancial information which apply to the primary fi nancial statements and notes in general.
SFRS(I) 18 will take effect on 1 January 2027 and management anticipates that the new requirements will change the current presentation and disclosure in the fi nancial statements. An impact assessment regarding the adoption of SFRS(I) 18 is still underway and has not yet been completed.
2.2 Basis of consolidation
The consolidated fi nancial statements incorporate the fi nancial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:
-
Has power over the investee;
-
Is exposed, or has rights, to variable returns from its involvement with the investee; and
-
Has the ability to use its power to affect those returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifi cally, income and expenses of a subsidiary acquired or disposed of during the fi nancial year are included in the consolidated statement of profi t or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
All intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides an impairment indicator of the transferred asset.
93
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
2. Material accounting policy information (Continued)
2.2 Basis of consolidation (Continued)
Profi t or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests, if any.
The fi nancial statements of the subsidiaries are prepared for the same reporting period as that of the Company, using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the Group.
When necessary, adjustments are made to the fi nancial statements of subsidiaries to align their accounting policies with the Group’s accounting policies.
When the Group loses control of a subsidiary, it derecognises the assets and liabilities of the subsidiary and any non-controlling interest. The profi t or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets, and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassifi ed to profi t or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of.
Investments in subsidiaries are carried at cost less any impairment loss, in the Company’s statement of fi nancial position.
2.3 Inventories
Inventories are stated at the lower of cost and net realisable value.
Costs of raw materials and fi nished goods are determined on a weighted average basis and include all costs of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured goods, costs include cost of material, direct labour and an appropriate portion of manufacturing overheads.
Work-in-progress is stated at cost which comprises direct material, direct labour and other directly attributable expenses. Allowance is made for anticipated losses, if any, on work-in-progress when the possibility is ascertained.
Net realisable value is the estimated selling price at which the inventories can be realised in the ordinary course of business less all estimated costs of completion and costs of realisation. Where necessary, the carrying values of inventories are adjusted to the lower of cost and net realisable value to account for obsolete, slow-moving and defective inventories.
Annual Report 2025
94
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
2. Material accounting policy information (Continued)
2.4 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Freehold land is not depreciated. Depreciation on other property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives, on the following bases:
| Leasehold land and factory buildings | Leasehold land and factory buildings | over the terms of lease, which are |
|---|---|---|
| from 1.75% to 20% | ||
| Computer and off ce equipment | 20% to 100% | |
| Factory equipment | 12.5% to 20% | |
| Factory furniture and | f ttings | 20% |
| Off ce furniture and f ttings | 20% to 33.33% | |
| Research and development equipment and tools | 20% to 33.33% | |
| Software applications | 20% to 100% | |
| Motor vehicles | 20% to 33.33% | |
| Right-of-use assets | – Leasehold properties | 20% to 50% |
| – Software Licence | 33.33% | |
| – Motor vehicles | 20% to 33.33% |
2.5 Leases
The Group as lessee
The Group leases a number of properties (i.e. offi ce building and warehouses) in Singapore, Malaysia, Hong Kong and the People’s Republic of China with only fi xed lease payments over the lease term.
The Company leases offi ce premises with only fi xed payment over the lease term. These offi ce premises have been subleased to related companies under fi nance leases (Note 6).
The Group also leases certain items of software licence and motor vehicles with only fi xed payments over the lease terms. There are no externally imposed covenants on these lease arrangements.
Certain IT equipment of the Group qualifi ed for low value assets and the Group also leases certain machinery on a short-term basis (i.e. 3 to 6 months) in order to support the Group’s operational needs. The election of shortterm leases is made by class of underlying assets with similar nature and use in the Group’s operation whereas the low-value lease exemption is made on lease-by-lease basis.
2.6 Revenue recognition
Revenue is recognised when a performance obligation is satisfi ed. Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods to a customer, excluding amounts collected on behalf of third parties (i.e. sales related taxes). The consideration promised in the contracts with customers are fi xed amounts and therefore, the amount of revenue earned for each contract is determined by reference to those fi xed prices.
95
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
2. Material accounting policy information (Continued)
2.6 Revenue recognition (Continued)
Sale of electronic products
Revenue from the sale of electronic products is recognised at point in time when the control of the products is transferred to the customers, which represent the performance obligation is satisfi ed.
There is limited judgement needed to identify when the point of control passes to customers. There is no element of fi nancing component in the Group’s revenue transactions as customers are required to pay within a credit term of 30 to 90 days. Where the payments exceed the value of goods transferred, a contract liability is recognised and presented as customer deposits in “other payable”.
All electronic products sold by the Group include standard warranty which requires the Group either to replace or mend the defective product during the warranty period. The warranty against defect is not accounted for as separate performance obligation.
2.7 Retirement benefi t obligations
Share-based compensation
The Group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value of the equity instruments (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period with a corresponding credit to the share-based payment reserve, based on the Group’s estimate of the number of equity instruments that will eventually vest and adjusted for the effect of non market-based vesting conditions. At the end of each fi nancial year, the Group revises the estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profi t or loss over the remaining vesting period with a corresponding adjustment to the share-based payment reserve.
Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Other long-term service benef ts
The Group operates a retirement benefi t plan which it offers the qualifi ed employees an amount of benefi t that an employee will receive on or after retirement, usually dependent on certain percentage of their fi nal pay for every year of completed service and these payments are made in full after the date of retirement. The liability recognised on the statements of fi nancial position in respect of a retirement benefi t plan is the present value of the retirement benefi t obligation at the reporting date. The present value of the retirement benefi t obligation is determined by discounting the estimated future cash outfl ows using the market yields of high quality corporate bonds that are denominated in the currency in which the benefi ts will be paid, and have tenures approximating to that of the related post-employment benefi t obligations.
2.8 Profi t sharing scheme
Executive Directors are entitled to share of the profi t under the profi t sharing scheme. A provision is made for the estimated liability under the profi t sharing scheme and is presented in “Other payables”.
Annual Report 2025
96
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
3. Signifi cant related party transactions
Some of the Group’s and the Company’s transactions and arrangements are with related parties and the effect of these on the basis determined between the parties are refl ected in these fi nancial statements. The balances with related parties are unsecured, interest-free and repayable within the next twelve months unless otherwise stated.
Signifi cant intercompany transactions, other than those disclosed elsewhere in the notes are as follows:
| Company | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| With subsidiaries Dividends received |
95,733 105,074 |
During the fi nancial year, the entities within the Group entered into the following transactions with related parties:
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Transactions with companies in which directors have equity interests: Rendering of services Receiving of services |
(77) (70) – 2 |
Compensation of directors and key management personnel
The remuneration of directors and other members of key management during the fi nancial year was as follows:
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Directors of the Company Short-term benef ts Post-employment benef ts Other key management personnel Short-term benef ts Post-employment benef ts |
4,348 4,884 25 25 |
| 4,373 4,909 |
|
| 2,040 1,546 76 65 |
|
| 2,116 1,611 |
97
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
4. Cash and cash equivalents
| Group | Company | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Cash at banks available on demand | 24,896 | 4,093 | 4,517 | 240 | |
| Short-term deposits | 98,440 | 287,989 | 94,127 | 275,200 | |
| Cash and cash equivalents | 123,336 | 292,082 | 98,644 | 275,440 |
Short-term deposits bear interest of 1.31% to 3.59% (2024: 1.15% to 4.46%) per annum with tenure of 3 weeks to 3 months (2024: 1 week to 3 months).
The Group’s cash and cash equivalents amounting to $1,378,000 (2024: $8,864,000) is subject to the People’s Republic of China’s Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations. The Group is permitted to exchange RMB for foreign currencies through banks that are authorised to conduct foreign exchange business.
5. Trade receivables
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Third parties Less: Loss allowance |
95,913 88,353 (5,831) (6,528) |
| 90,082 81,825 |
Trade receivables are unsecured, non-interest bearing and generally on 30 to 90 days (2024: 30 to 90 days) credit terms.
As at 31 December 2025, total loss allowance for trade receivables amounted to $5,831,000 (2024: $6,528,000), and the Group does not hold any collateral over these balances.
Movements in the loss allowance for trade receivables are as follows:
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Balance as at beginning of the f nancial year Reversal of allowance made Exchange difference Balance as at end of the f nancial year |
6,528 9,210 (387) (2,892) (310) 210 |
| 5,831 6,528 |
In 2023, the Group made full provision for loss allowance of $6,538,000 with respect to a customer which had undergone a preliminary insolvency proceeding under self-administration in Germany. During the prior and current fi nancial year, a reversal of loss allowance was recognised based on the amount received from the customer.
Annual Report 2025
98
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
5. Trade receivables (Continued)
The Group uses a provision matrix to measure the lifetime expected credit loss allowance for trade receivables. The lifetime expected credit loss allowance for Group’s trade receivables are as follows:
| Current 1 – 30 days past due 31 – 60 days past due More than 60 days past due Total $’000 $’000 $’000 $’000 $’000 |
|
|---|---|
| 2025 Credit impaired Gross carrying amount - Trade receivables Less: Loss allowance Non-credit impaired Expected loss rate (%) Gross carrying amount - Trade receivables Less: Loss allowance Total loss allowance 2024 Credit impaired Gross carrying amount - Trade receivables Less: Loss allowance Non-credit impaired Expected loss rate (%) Gross carrying amount - Trade receivables Less: Loss allowance Total loss allowance |
– – – 4,959 4,959 – – – (4,959) (4,959) |
| – – – – – |
|
| 0.9 3.4 5.0 9.1 89,845 877 221 11 90,954 (830) (30) (11) (1) (872) |
|
| 89,015 847 210 10 90,082 |
|
| 830 30 11 4,960 5,831 |
|
| – – – 5,469 5,469 – – – (5,469) (5,469) |
|
| – – – – – |
|
| 1.2 2.0 5.8 – 77,834 4,998 52 – 82,884 (956) (100) (3) – (1,059) |
|
| 76,878 4,898 49 – 81,825 |
|
| 956 100 3 5,469 6,528 |
99
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
6. Other receivables
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||
| $’000 | $’000 | $’000 | $’000 | |||
| Current | ||||||
| Other receivables | ||||||
| - Third parties | 6,360 | 84 | – | – | ||
| - Subsidiaries | – | – | 10,053 | – | ||
| Interest receivables | 546 | 1,301 | 546 | 1,288 | ||
| Value added tax receivable | 551 | 680 | 14 | 19 | ||
| Deposits | 472 | 606 | 11 | 11 | ||
| Finance lease receivables | – | – | 464 | 482 | ||
| 7,929 | 2,671 | 11,088 | 1,800 | |||
| Non-current | ||||||
| Finance lease receivables | – | – | – | 464 | ||
| Total other receivables | 7,929 | 2,671 | 11,088 | 2,264 |
Other receivables from third parties are non-trade, unsecured, interest free and repayable on demand. As at 31 December 2025, Included in other receivables are amounts of approximately $6,290,000 relating to the remaining balance of the proceeds from disposal of factory buildings and land located in Johor, Malaysia (Note 10) remained with the solicitor’s account. The solicitor has released this remaining balance to the Group in the subsequent fi nancial year.
Finance lease receivables – Subleases
The Company sublet its right-of-use pertaining to its offi ce premises to a subsidiary and a related corporation which were classifi ed as fi nance lease because the sub-leases were for the entire remaining lease term of the head leases. Accordingly, the right-of-use assets relating to the head leases with subleases are classifi ed as fi nance lease receivables.
The maturity analysis of lease receivables of the Company is as follows:
| Minimum lease payments |
Present value of minimum lease payments |
|
|---|---|---|
| 2025 2024 $’000 $’000 |
2025 2024 $’000 $’000 |
|
| Amount receivable under lease receivables: Within one year In the second to f fth year Less: Future f nance charges Less: Amount due for settlement within 12 months (shown under current assets) Amount due for settlement after 12 months (shown under non-current assets) |
475 518 – 475 (11) (47) |
464 482 – 464 – – |
| 464 946 |
464 946 (464) (482) |
|
| – 464 |
Annual Report 2025
100
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
7. Other investments
| Group and Company 2025 2024 $’000 $’000 |
|
|---|---|
| Financial assets, at FVTPL(a) Treasury bills Structured deposits (held with banks) Financial assets, at amortised cost(b) Long-term deposits Total other investments |
7,906 19,178 106,251 – 114,157 19,178 32,092 – 146,249 19,178 |
(a) Financial assets at FVTPL
The treasury bills were acquired at discounted price from the face value and bear no coupon. The bills mature within 3 months (2024: 1 month) from the end of fi nancial year. Structured deposits bear interest of 1.28% to 1.56% per annum with tenure of 1 month to 6 months (2024: nil).
The Group and the Company classifi ed the treasury bills and structured deposits that are held for trading as fi nancial assets at fair value through profi t or loss. Movement in fair values and interest income is recognised in profi t or loss in the period in which it arises and presented in “Other gains and losses”.
(b) Financial assets at amortised cost
Long-term deposits bear interest of 1.44% to 1.82% per annum with tenure of 104 days to 9 months (2024: nil).
8. Inventories
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Finished goods Work-in-progress Raw materials |
2,507 3,637 5,659 3,357 21,839 25,360 |
| 30,005 32,354 |
During the fi nancial year, the cost of inventories recognised as expense and included in “changes in inventories of fi nished goods and work in progress, and raw materials used” amounted to $331,662,000 (2024: $478,113,000).
As of 31 December 2025, the inventories obsolescence reversal, which was written back to net realisable value, amounting to $63,000 (2024: written down of $395,000) have been included in “other operating expenses” line item in profi t or loss.
101
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
9. Investments in subsidiaries
| Company | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Unquoted equity investments - at cost - deemed interest (Note 19) Carrying amount |
66,860 66,860 12,006 12,006 |
| 78,866 78,866 |
Annual Report 2025
102
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
9. Investments in subsidiaries (Continued)
Impairment on investments in subsidiaries
As at 31 December 2025 and 31 December 2024, the Company assessed the indicators of impairment and concluded there is no impairment required.
The subsidiaries of the Company are set out below:
| Name of company Principal place of business Principal activities |
Effective equity interest |
|---|---|
| 2025 2024 % % |
|
| Held by the Company Aztech Systems (Hong Kong) Limited(1) Hong Kong International sale/supply/design/ manufacture of Data-communication, electronic and electrical products Aztech Technologies Pte. Ltd. Singapore International sale/supply/design/ manufacture of Data-communication, electronic and electrical products AZ E-Lite Pte. Ltd.(4) Singapore International wholesale supply of LED lighting Aztech Innovation Pte. Ltd.(4) Singapore International sale/supply/design/ manufacture of Data-communication, electronic and electrical products IOT Manufacturing Sdn. Bhd.(2) Malaysia Manufacture of Data-communication products; electronic and electrical products/LED lights Held by Aztech Systems (Hong Kong) Limited Aztech Communication Device (DG) Ltd(3) The People’s Republic of China Manufacture of Data-communication products; electronic and electrical products/LED lights and plastic injection parts AZ E-Lite (HK) Limited(1) (4) Hong Kong International sale and supply of electronic and electrical products and LED lights Held by IOT Manufacturing Sdn. Bhd. Huuve Sdn. Bhd.(2) (4) Malaysia Investment holding company |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
All the subsidiaries are audited by BDO LLP, Singapore except for the subsidiaries that are indicated as follows:
(1) Audited by overseas member fi rm of BDO network, BDO Limited, Hong Kong.
(2) Audited by overseas member fi rm of BDO network, BDO PLT, Malaysia.
(3) Audited by overseas member fi rm of BDO network, BDO Limited, Hong Kong, for consolidation purpose.
(4) Not considered a signifi cant subsidiary under Rule 718 of the SGX-ST Listing Manual.
103
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
| Leasehold land and factory buildings Freehold land Computer and off ce equipment Factory equipment Factory furniture and f ttings Off ce furniture and f ttings Research and development equipment and tools Software applications Motor vehicles Right-of- use assets Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 |
Group Cost Balance as at 1 January 2025 32,480 1,911 1,180 36,839 9,754 397 434 1,617 1,851 10,150 96,613 Additions – – 64 450 428 40 1 710 52 – 1,745 Reclassif cation to non-current asset held for sale (6,849) – – – (2,929) – – – – – (9,778) Written off – – – (2,682) (3,919) (19) – (10) – – (6,630) Disposals (3,718) (1,915) – (9,215) (39) – – – (95) – (14,982) Lease modif cation, net – – – – – – – – – 1,921 1,921 Exchange difference (1,338) 4 (5) (1,291) (386) (6) – (63) (30) (221) (3,336) Balance as at 31 December 2025 20,575 – 1,239 24,101 2,909 412 435 2,254 1,778 11,850 65,553 Accumulated depreciation Balance as at 1 January 2025 (6,616) – (990) (32,025) (6,846) (377) (425) (1,545) (929) (7,228) (56,981) Charge for the f nancial year (859) – (72) (2,605) (1,494) (22) (4) (193) (270) (2,053) (7,572) Reclassif cation to non-current asset held for sale 5,507 – – – 2,905 – – – – – 8,412 Written off – – – 2,458 3,443 19 – 10 – – 5,930 Disposals 445 – – 9,148 38 – – – 94 – 9,725 Lease modif cation – – – – – – – – – 612 612 Exchange difference 224 – 4 1,115 261 6 – 60 29 176 1,875 Balance as at 31 December 2025 (1,299) – (1,058) (21,909) (1,693) (374) (429) (1,668) (1,076) (8,493) (37,999) Carrying amount Balance as at 31 December 2025 19,276 – 181 2,192 1,216 38 6 586 702 3,357 27,554 |
|---|---|
Annual Report 2025
104
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
| Leasehold land and factory buildings Freehold land Computer and off ce equipment Factory equipment Factory furniture and f ttings Off ce furniture and f ttings Research and development equipment and tools Software applications Motor vehicles Right-of- use assets Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 |
Group Cost Balance as at 1 January 2024 31,650 1,813 1,073 35,762 9,509 390 426 1,598 1,350 10,155 93,726 Additions – – 106 1,946 458 6 8 131 685 350 3,690 Transfers – – – – – – – (132) – 132 – Written off – – – (964) (11) – – (10) (49) – (1,034) Disposals – – (2) (414) (397) (2) – – (154) (242) (1,211) Lease modif cation, net – – – – – – – – – (363) (363) Exchange difference 830 98 3 509 195 3 – 30 19 118 1,805 Balance as at 31 December 2024 32,480 1,911 1,180 36,839 9,754 397 434 1,617 1,851 10,150 96,613 Accumulated depreciation Balance as at 1 January 2024 (5,642) – (938) (28,453) (5,684) (353) (423) (1,262) (831) (5,322) (48,908) Charge for the f nancial year (881) – (50) (4,390) (1,055) (23) (2) (276) (283) (2,327) (9,287) Transfers – – – – – – – 11 – (11) – Written off – – – 828 8 – – 10 49 – 895 Disposals – – 1 414 – 2 – – 153 210 780 Lease modif cation – – – – – – – – – 297 297 Exchange difference (93) – (3) (424) (115) (3) – (28) (17) (75) (758) Balance as at 31 December 2024 (6,616) – (990) (32,025) (6,846) (377) (425) (1,545) (929) (7,228) (56,981) Carrying amount Balance as at 31 December 2024 25,864 1,911 190 4,814 2,908 20 9 72 922 2,922 39,632 |
|---|---|
105
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
10. Property, plant and equipment (Continued)
Right-of-use assets of the Group are as follows:
| Leasehold | Motor | Software | ||
|---|---|---|---|---|
| properties | vehicles | licence | Total | |
| $’000 | $’000 | $’000 | $’000 | |
| Cost | ||||
| Balance as at 1 January 2025 | 9,465 | 299 | 386 | 10,150 |
| Lease modif cation | ||||
| - Lease extension | 2,879 | – | – | 2,879 |
| - Lease rental reduction | (108) | – | – | (108) |
| - Lease termination | (475) | – | (375) | (850) |
| Exchange difference | (210) | – | (11) | (221) |
| Balance as at 31 December 2025 | 11,551 | 299 | – | 11,850 |
| Accumulated depreciation | ||||
| Balance as at 1 January 2025 | (6,934) | (154) | (140) | (7,228) |
| Charge for the f nancial year | (1,895) | (44) | (114) | (2,053) |
| Lease modif cation – lease termination | 362 | – | 250 | 612 |
| Exchange difference | 172 | – | 4 | 176 |
| Balance as at 31 December 2025 | (8,295) | (198) | – | (8,493) |
| Carrying amount | ||||
| Balance as at 31 December 2025 | 3,256 | 101 | – | 3,357 |
Annual Report 2025
106
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
10. Property, plant and equipment (Continued)
Right-of-use assets of the Group are as follows: (Continued)
| Leasehold | Motor | Software | ||
|---|---|---|---|---|
| properties | vehicles | licence | Total | |
| $’000 | $’000 | $’000 | $’000 | |
| Cost | ||||
| Balance as at 1 January 2024 | 9,713 | 442 | – | 10,155 |
| Additions | – | 99 | 251 | 350 |
| Transfers | – | – | 132 | 132 |
| Disposals | – | (242) | – | (242) |
| Lease modif cation | ||||
| - Lease rental reduction | (34) | – | – | (34) |
| - Lease termination | (329) | – | – | (329) |
| Exchange difference | 115 | – | 3 | 118 |
| Balance as at 31 December 2024 | 9,465 | 299 | 386 | 10,150 |
| Accumulated depreciation | ||||
| Balance as at 1 January 2024 | (5,023) | (299) | – | (5,322) |
| Charge for the f nancial year | (2,134) | (65) | (128) | (2,327) |
| Transfers | – | – | (11) | (11) |
| Disposals | – | 210 | – | 210 |
| Lease modif cation – lease termination | 297 | – | – | 297 |
| Exchange difference | (74) | – | (1) | (75) |
| Balance as at 31 December 2024 | (6,934) | (154) | (140) | (7,228) |
| Carrying amount | ||||
| Balance as at 31 December 2024 | 2,531 | 145 | 246 | 2,922 |
The Group’s freehold land and building with carrying amount of $nil (2024: $5,302,000) were pledged as security for banking facility granted to the Group as disclosed in Note 12 to the fi nancial statements.
The Group’s leasehold land and building with carrying amount of $19,276,000 (2024: $20,809,000) were pledged as security for banking facility granted to the Group as disclosed in Note 12 to the fi nancial statements.
As at 31 December 2025, lease liabilities are secured by motor vehicles of the Group with the carrying values of $101,000 (2024: $145,000).
107
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
10. Property, plant and equipment (Continued)
Particulars of the lands and properties held by the Group for fi nancial years 2025 and 2024 are as follows:
| Location | Description | Tenure |
|---|---|---|
| Jiu Jiang Shui Village, | Factory annexed with off ce building and other | Leasehold expiring on |
| Chang Ping Town Dong Guan City, | ancillary buildings | 30 September 2052 |
| Guang Dong Province, China(a) | ||
| Lot 8 & 10, Jalan Laman Setia 7/4 | Single storey detached factory annexed with | Freehold |
| Taman Laman Setia 81550 | double storey off ce together with other ancillary | |
| Gelang Patah Johor, Malaysia(b) | buildings | |
| No. PLO 808, Jalan Keluli L1, | Single storey detached factory with other ancillary | Leasehold expiring on |
| Kawasan Perindustrian Pasir Gudang, | buildings | 17 February 2068 |
| 81700 Pasir Gudang, | ||
| Johor Darul Takzim, Malaysia |
(a) This pertains to the factory buildings and land located in Dongguan, China. The sale and leaseback transaction was completed in the subsequent fi nancial year.
(b) This pertains to the factory buildings and land located in Johor, Malaysia, disposed of during the fi nancial year. The total consideration for the sale amounting to approximately $8,754,000 and amount outstanding of approximately $6,290,000 has been included in Note 6.
For the purpose of the consolidated statement of cash fl ows, the Group’s additions to property, plant and equipment
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Additions of property, plant and equipment Acquired under leases, net Net cash payment made |
1,745 3,690 – (301) |
| 1,745 3,389 |
During the previous fi nancial year, the Group entered into total leases of $350,000 where $49,000 was paid in cash as partial upfront payment for a hire purchase arrangement at inception.
Non-current assets classif ed as held for sale
During the fi nancial year, the Group entered into a sales and partial leaseback agreement for the sale of factory buildings and land located in Dongguan, China with carrying amount of approximately $1,366,000 as at 31 December 2025. The Group received deposit of approximately $3,290,000 as at 31 December 2025 (Note 15). The sale was completed in January 2026.
Annual Report 2025
108
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
11. Deferred tax
| Group Company |
Group Company |
||
|---|---|---|---|
| 2025 2024 2025 $’000 $’000 $’000 |
2024 $’000 |
||
| Deferred tax assets Deferred tax liabilities Deferred tax assets |
357 550 79 |
161 | |
| 2,535 2,800 79 |
161 | ||
| Lease liabilities $’000 |
|||
| Group Balance as at 1 January 2025 Charge to prof t or loss Exchange translation differences Balance as at 31 December 2025 Balance as at 1 January 2024 Charge to prof t or loss Exchange translation differences Balance as at 31 December 2024 Deferred tax liabilities |
Accelerated tax depreciation Right-of- use assets Undistributed retained earnings from overseas subsidiary Others $’000 $’000 $’000 $’000 |
550 (180) (13) |
|
| 357 | |||
| 966 (427) 11 |
|||
| 550 | |||
| Total $’000 |
|||
| Group Balance as at 1 January 2025 Credit to prof t or loss Exchange translation differences Balance as at 31 December 2025 Balance as at 1 January 2024 Realised upon dividend paid (Credit)/Charge to prof t or loss Exchange translation differences Balance as at 31 December 2024 |
121 551 1,918 210 (68) (188) – – 4 (13) – – |
2,800 (256) (9) |
|
| 57 350 1,918 210 |
2,535 | ||
| 132 934 7,085 210 – – (5,455) – (14) (394) 288 – 3 11 – – |
8,361 (5,455) (120) 14 |
||
| 121 551 1,918 210 |
2,800 |
109
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
11. Deferred tax (Continued)
| Deferred tax assets | Lease liabilities $’000 |
|---|---|
| Company Balance as at 1 January 2025 Charge to prof t or loss Balance as at 31 December 2025 Balance as at 1 January 2024 Charge to prof t or loss Balance as at 31 December 2024 Deferred tax liabilities |
161 (82) |
| 79 | |
| 240 (79) |
|
| 161 | |
| Right-of-use assets $’000 |
|
| Company Balance as at 1 January 2025 Credit to prof t or loss Balance as at 31 December 2025 Balance as at 1 January 2024 Credit to prof t or loss Balance as at 31 December 2024 |
161 (82) |
| 79 | |
| 240 (79) |
|
| 161 |
Deferred tax is calculated at the tax rates that are expected to apply in the fi nancial year when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
There are no unutilised tax losses in the fi nancial year ended 31 December 2024 and 31 December 2025.
The Group reviews its dividend distribution strategy regularly. Arising from this review, the Group made provision of deferred tax liabilities of $nil (2024: $288,000) relating to undistributed retained earnings from an overseas subsidiary for the fi nancial year ended 31 December 2025.
Annual Report 2025
110
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
12. Borrowings
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Secured Term loans The borrowings are repayable as follows: On demand or within one f nancial year Within two to f ve f nancial years |
9,797 14,289 |
| 2,262 3,371 7,535 10,918 |
|
| 9,797 14,289 |
The fair value of non-current borrowings approximates its carrying amount. The fair value is determined based on cash fl ow analysis, discounted at market borrowing rates of a similar instrument. The fair value is within level 3 of the fair value hierarchy.
The bank facilities are secured by a corporate guarantee from the Company.
12.1
As at 31 December 2025, the Group has banking facilities relating to bills discounted with recourse, trade bills payable, revolving credits and export trade loans of $119,505,000 (2024: $126,015,000). There are no banking facilities drawn for trade fi nance for the Group as at end of the fi nancial year.
12.2 Term loans
At the reporting date, term loans comprised:
-
an amount totalling $5,000,000 drawn down by a subsidiary of the Company for the purpose of funding working capital, repayable in September 2025 by monthly instalment. The loan bears an average effective interest rate of approximately 3% (2024: 3%) per annum and is denominated in Singapore dollar. The loan was fully repaid as at 31 December 2025 (2024: Outstanding of $797,000).
-
an amount totalling $4,144,000 denominated in Malaysian ringgit (equivalent RM12,600,000) drawn down by a subsidiary of the Company to fi nance the acquisition of freehold land and building. The loan, secured by the freehold lands and buildings (Note 10) and corporate guarantee executed by the Company, bears an average effective interest rate of approximately 4.7% per annum. The loan was fully repaid as at 31 December 2025 upon sale of property (2024: Outstanding of $1,759,000).
-
an amount totalling approximately $14,932,000 denominated in Malaysian ringgit (equivalent to RM50,000,000) drawn down by a subsidiary of the Company to fi nance the acquisition of leasehold land and buildings. The loan, secured by the leasehold land and buildings (Note 10) and corporate guarantee executed by the Company, bears an average effective interest rate of approximately 5.14% per annum and is repayable in 19 equal quarterly instalments of approximately $504,350 (equivalent to RM1,750,000) until December 2027, with the remaining balance to be repaid through lump-sum repayment in March 2028. As at 31 December 2025, the outstanding balance of the loan was $9,797,000 (2024: $11,733,000).
12.3 Other banking facilities
At the reporting date, the Group has banking facilities relating to revolving loans and overdraft of $8,054,000 (2024: $8,365,000) which remains undrawn.
111
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
13. Lease liabilities
| Leasehold properties Motor vehicles $’000 $’000 |
Software licence Total $’000 $’000 |
|
|---|---|---|
| Group Balance as at 1 January 2025 Interest expense (Note 27) Lease payments - Principal portion - Interest portion Lease modif cation Exchange difference Balance as at 31 December 2025 Balance as at 1 January 2024 Additions Interest expense (Note 27) Lease payments - Principal portion - Interest portion Lease modif cation Exchange difference Balance as at 31 December 2024 |
2,645 69 121 4 (2,019) (33) (121) (4) 2,650 – 22 – |
129 2,843 11 136 (125) (2,177) (11) (136) – 2,650 (4) 18 |
| 3,298 36 |
– 3,334 |
|
| 4,798 95 – 49 180 11 (2,101) (75) (180) (11) (69) – 17 – |
– 4,893 252 301 1 192 (124) (2,300) (1) (192) – (69) 1 18 |
|
| 2,645 69 |
129 2,843 |
|
| Leasehold properties | ||
| 2025 2024 $’000 $’000 |
||
| Company Balance as at the beginning of the f nancial year Interest expense Lease payments - Principal portion - Interest portion Balance as at the end of the f nancial year |
946 1,410 36 54 (482) (464) (36) (54) |
|
| 464 946 |
Annual Report 2025
112
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
13. Lease liabilities (Continued)
The maturity analysis of lease liabilities of the Group and the Company at each reporting date were as follows:
| Minimum lease payments |
Present value of minimum lease payments |
|
|---|---|---|
| 2025 2024 $’000 $’000 |
2025 2024 $’000 $’000 |
|
| Group Amounts payable under lease liabilities: Within one year In the second to f fth year inclusive Less: Future f nance charges Present value of lease obligations Less: Amount due for settlement within 12 months (shown under current liabilities) Amount due for settlement after 12 months (shown under non-current liabilities) Company Amounts payable under lease liabilities: Within one year In the second to f fth year inclusive Less: Future f nance charges Present value of lease obligations Less: Amount due for settlement within 12 months (shown under current liabilities) Amount due for settlement after 12 months (shown under non-current liabilities) |
2,017 2,077 1,474 880 (157) (114) |
1,907 1,987 1,427 856 – – |
| 3,334 2,843 |
3,334 2,843 (1,907) (1,987) |
|
| 475 518 – 475 (11) (47) |
||
| 1,427 856 |
||
| 464 482 – 464 – – |
||
| 464 946 |
464 946 (464) (482) |
|
| – 464 |
Total cash outfl ow for all the leases (including leases on low-value assets and short term leases) in 2025 was $2,613,000 (2024: $4,117,000).
As at 31 December 2025, the incremental borrowing rates applied ranged from 1.95% to 5.0% (2024: 1.95% to 5.0%) per annum, and interest rate explicitly stated in the lease ranged from 1.95% to 4.09% (2024: 1.95% to 4.09%) per annum.
As at 31 December 2025, the Group’s lease obligations were secured by the leased assets, recorded within property, plant and equipment (Note 10), with net carrying values of $101,000 (2024: $145,000).
113
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
14. Trade payables
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Third parties | 80,158 71,839 |
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs.
The trade amounts are unsecured, interest free and repayable within the credit term of 60 to 120 days (2024: 60 to 120 days).
15. Other payables
| Group Company |
|
|---|---|
| 2025 2024 2025 2024 $’000 $’000 $’000 $’000 |
|
| Other payables - Third parties - Subsidiaries Accrued expenses Customer deposits Prof t sharing scheme |
847 840 1 38 – – 22,147 75,594 8,452 6,043 270 242 15,869 12,832 – – 1,203 3,561 – – |
| 26,371 23,276 22,418 75,874 |
Other payables to third parties, subsidiaries and a related corporation are unsecured, interest free and repayable on demand.
Movements in customer deposits are as follows:
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Balance as at beginning of the f nancial year Amount received in advance Credited to prof t or loss Balance as at end of the f nancial year |
12,832 20,528 15,869 12,832 (12,832) (20,528) |
| 15,869 12,832 |
Customer deposits represent amounts received in advance which will be recognised as revenue in the subsequent fi nancial year.
The amount of revenue that will be recognised in subsequent periods to in respect of customer deposits amounted to $15,400,000 (2024: $13,157,000) at the end of the reporting period.
Annual Report 2025
114
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
16.
| Group and Company | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Present value of retirement benef t obligation - Current - Non-current |
709 689 316 299 |
| 1,025 988 |
During the fi nancial year ended 31 December 2019, the Group implemented a Long-Term Retirement Incentive Plan (“LTRP”) for qualifi ed employees within the Group. Under the LTRP, the qualifying employees will be eligible to receive a cash payout when they reach the minimum retirement age. Current portion of the provision for retirement benefi t related to the amount which the qualifi ed employees had met the minimum retirement age under the LTRP.
There are no plan assets associated with the provision for retirement benefi t.
During the fi nancial year, the increase in cost of retirement benefi t expense of $37,000 (2025: $40,000) is recognised in the “Employee benefi ts expense” in profi t and loss.
17. Share capital
| Group and Company | |
|---|---|
| 2025 2024 Number of ordinary shares Number of ordinary shares ’000 $’000 ’000 $’000 |
|
| Balance as at beginning and end of the f nancial year |
773,826 206,166 773,826 206,166 |
Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the Company.
Employee share options
Employees’ share options were granted to key management personnel and selected employees based on the recommendation of the Remuneration Committee under the Aztech Employee Share Option Scheme, which became operative on 18 February 2021.
The exercise price of the options is determined at the average of the closing prices of the Company’s ordinary shares as quoted on the Singapore Exchange for fi ve market days immediately preceding the date of the grant. 50% of the options shall vest at the end of one (1) year from the date of grant and the remaining options shall vest at the end of two (2) years from the date of grant.
Once they have vested, the options are exercisable over a period of ten years. The options may be exercised in full or in part in respect of 1,000 ordinary shares or a multiple thereof, on the payment of the exercise price. The persons to whom the options have been issued have no right to participate by virtue of the options in any share issue of any other company. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
115
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
17. Share capital (Continued)
Employee share options (Continued)
On 13 December 2021, options to subscribe for 2,110,000 ordinary shares in the Company at an exercise price of $0.934 per ordinary share were granted pursuant to the Scheme (“2021 Options”). The 2021 Options are exercisable from 13 December 2022 and expire on 12 December 2031.
On 29 September 2023, options to subscribe for 2,250,000 ordinary shares in the Company at an exercise price of $0.806 per ordinary share were granted pursuant to the Scheme (“2023 Options”). The 2023 Options are exercisable from 29 September 2024 and expire on 28 September 2033.
On 29 September 2025, options to subscribe for 2,960,000 ordinary shares in the Company at an exercise price of $0.681 per ordinary share were granted pursuant to the Scheme (“2025 Options”). The 2025 Options are exercisable from 29 September 2026 and expire on 28 September 2035.
Movements in the number of unissued ordinary shares under the Aztech Employee Share Option Scheme and their exercise prices are as follows:
| Number of unissued ordinary shares of | Number of unissued ordinary shares of | Number of unissued ordinary shares of | the Company | under option | ||||
|---|---|---|---|---|---|---|---|---|
| Balance as at | Granted | Exercised | Forfeited | Balance as | Exercisable | |||
| beginning of | during the | during the | during the |
at end of the | as at end of | |||
| the f nancial | f nancial | f nancial | f nancial | f nancial | Exercise | Exercise | the f nancial | |
| Group and Company | year | year | year | year | year | price | period | year |
| 2021 Options | 1,730,000 | – | – | (40,000) | 1,690,000 | $0.934 | 13.12.2022 – | 1,690,000 |
| 12.12.2031 | ||||||||
| 2023 Options | 2,050,000 | – | – | (200,000) | 1,850,000 | $0.806 | 29.9.2024 – | 1,850,000 |
| 28.9.2033 | ||||||||
| 2025 Options | – | 2,960,000 | – | – | 2,960,000 | $0.681 | 29.9.2026 – | – |
| 28.9.3035 |
The estimated fair value of the 2021 Options is $670,000, 2023 Options is $331,000 and 2025 Options is $215,000. These fair values were calculated using the Black-Scholes pricing model. The inputs into the model were as follows:
| 2021 Options | 2023 Options | 2025 Options | |
|---|---|---|---|
| Weighted average sale price | $0.930 | $0.805 | $0.670 |
| Weighted average exercise price | $0.934 | $0.806 | $0.681 |
| Expected volatility | 33.631% - 34.184% | 35.675% - 36.238% | 31.807% |
| Expected life | 5.50 - 6.00 years | 5.50 - 6.00 years | 5.50 - 6.00 years |
| Risk free rate | 1.419% - 1.470% | 3.302% - 3.313% | 1.729% - 1.777% |
| Expected dividend yield | 0% | 5.901% | 8.209% |
The expected volatility measured on the median volatility of comparable companies based on a calculation of the historical 5.50 and 6.00 years on a daily share price data.
Annual Report 2025
116
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
18. Treasury shares
| Group and Company | |
|---|---|
| 2025 2024 Number of ordinary shares Number of ordinary shares ’000 $’000 ’000 $’000 |
|
| Balance as at beginning of the f nancial year Share buyback Balance as at end of the f nancial year |
2,032 1,992 1,873 1,843 – – 159 149 |
| 2,032 1,992 2,032 1,992 |
The Company holds 2,032,000 (2024: 2,032,000) treasury shares of $1,992,000 (2024: $1,992,000) as at 31 December 2025. There was no sale, transfer, disposal, cancellation and use of treasury shares during the fi nancial year ended 31 December 2025.
19. Capital reserve
Group
This comprise primarily the merger reserve which is the difference between the consideration paid and the share capital of the subsidiaries acquired under common control and is non-distributable.
Company
Capital reserve arose from the fi nancial guarantees provided by a former holding company to the banks for bank facilities granted to the Company’s subsidiaries and is non-distributable.
20. Foreign currency translation account
The foreign currency translation account represents foreign exchange differences arising from the translation of the fi nancial statements of foreign operations where functional currencies are different from that of the Group’s presentation currency and is non-distributable.
21. Share options reserve
The share options reserve represents the corresponding effect from the recognition of the employee services received in exchange of the grant of options over the vesting period and is non-distributable.
22. Statutory reserve
In accordance with the Foreign Enterprise Law applicable to the subsidiary in the People’s Republic of China (“PRC”), the subsidiary is required to make appropriation to a Statutory Reserve Fund (“SRF”). At least 10% of the statutory after tax profi ts as determined in accordance with the applicable PRC accounting standards and regulations must be allocated to the SRF until the cumulative total of the SRF reaches 50% of the subsidiary’s registered capital. During the prior fi nancial year, the board of directors of the PRC subsidiary has approved the transfer from its retained earnings of approximately $13,501,000 (equivalent to approximate RMB 72,235,000) to SRF. The SRF may be used to offset any accumulated losses or increase the registered capital of the subsidiary. The SRF is not available for dividend distribution to shareholders.
117
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
23. Revenue
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Primary geographical markets North America China Europe Singapore ASEAN(1) Oceania Others Product types IoT devices and Datacom products LED lighting products Others(2) Timing of transfer of goods Point in time |
319,132 491,150 5,304 9,890 83,426 96,417 4,311 2,502 13,029 10,745 2,892 8,768 4,409 2,134 |
| 432,503 621,606 |
|
| 427,957 618,287 4,322 3,013 224 306 |
|
| 432,503 621,606 |
|
| 432,503 621,606 |
(1) ASEAN, excluding Singapore.
(2) Others refer to other electrical products.
24. Other income
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Scrap sales Government grants Others |
41 95 16 183 317 174 |
| 374 452 |
Annual Report 2025
118
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
25. Employee benefi ts expense
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Employee benef ts expense (including Directors’ remuneration): Staff costs Def ned contributions plans Share option expense Other employee benef ts |
37,956 39,824 1,332 1,332 148 60 2,655 9,313 |
| 42,091 50,529 |
Included in the employee benefi ts expense were Directors’ remuneration as shown in Note 3 to the fi nancial statements.
26. Other gains and losses
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Gain on disposal of plant and equipment Net foreign exchange loss Fair value gain from other investments, net Fair value gain on derivative f nancial instruments Others |
3,727 193 (2,710) (331 304 793 852 3,238 – 3 |
| 2,173 3,896 |
27. Finance costs
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Interest expense for: Lease liabilities Revolving and term loans |
136 192 624 755 |
| 760 947 |
119
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
28. Income tax expense
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Current income tax - current f nancial year - (over)/under provision in prior f nancial years Deferred income tax - current f nancial year |
8,163 10,205 (496) 17 |
| 7,667 10,222 (76) 307 |
|
| 7,591 10,529 |
The income tax expense varied from the amount of income tax expense determined by applying the applicable income tax rate of 17% (2024: 17%) of the estimated assessable profi t at the end of the fi nancial year. The total charge for the fi nancial years can be reconciled to the accounting profi t as follows:
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Prof t before income tax Income tax calculated using applicable tax rate of 17% Effects of different tax rates of overseas subsidiaries Effects of tax concession Non-taxable items Non-allowable items Tax rebate Utilisation of deferred tax benef ts previously not recognised (Over)/Under provision in prior f nancial years Effect of deferred tax liabilities relating to undistributed retained earnings from an overseas subsidiary (Note 11) Others Total income tax expense |
47,762 81,057 |
| 8,120 13,780 998 (564) (1,665) (4,137) (1,598) (594) 2,424 2,105 (62) (63) – (283) (496) 17 – 288 (130) (20) |
|
| 7,591 10,529 |
Certain subsidiaries in the Group were awarded tax concessions as follows:
-
a. A subsidiary in the People’s Republic of China has been awarded a concessionary rate of 15%, taxable on the subsidiary’s qualifying income for a period of 3 years from 9 December 2023 under the High and New Technology Enterprise programme, subject to the agreement of the relevant authority including compliance with certain terms and conditions; and
-
b. A subsidiary in Singapore has been awarded a concessionary rate of 10%, taxable on the subsidiary’s qualifying income for a period of 5 years from 1 January 2022 under the Development and Expansion Incentive programme, subject to the agreement of the relevant authority including compliance with certain terms and conditions.
Annual Report 2025
120
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
29. Profi t for the fi nancial year
Profi t for the fi nancial year has been arrived at after charging:
| Group | |
|---|---|
| 2025 2024 $’000 $’000 |
|
| Depreciation expenses Depreciation of property, plant and equipment Other operating expenses Audit fee paid/payable - Statutory audit - auditors of the Company - other auditors – other network f rms Non-audit fees paid/payable to auditors - Audit-related services - auditors of the Company - Non audit-related services - auditors of the Company - other auditors – other network f rms Lease expenses on - short-term leases - low value assets Other factory costs* Plant and equipment written off Utilities costs (Reversal of)/Write-down for inventories obsolescence |
7,572 9,287 |
| 134 141 140 141 12 19 18 12 39 68 291 1,609 9 16 5,733 8,293 700 139 2,468 2,978 (63) 395 |
- Other factory costs include tools, indirect material and others.
121
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
30. Earnings per share
Basic earnings per share
The calculation for basic earnings per share is based on:
| Prof t attributable to owners of the Company ($’000) Weighted average number of ordinary shares (’000) Dilutive effect Earnings per share (in cents) – Basic Earnings per share (in cents) – Diluted |
Group |
|---|---|
| 2025 2024 40,171 70,528 |
|
| 771,794 771,889 – 254 |
|
| 771,794 772,143 |
|
| 5.20 9.14 |
|
| 5.20 9.13 |
The calculation of basic earnings per share for fi nancial year ended 31 December 2025 is based on profi t attributable to owners of the Company for the fi nancial year ended 31 December 2025 divided by weighted average of ordinary shares in issue for the fi nancial year ended 31 December 2025 of 771,794,000 (2024: $771,889,000).
Diluted earnings per share
The calculation of diluted earnings per share for fi nancial year ended 31 December 2025 is based on profi t attributable to owners of the Company for the fi nancial year ended 31 December 2025 divided by weighted average of ordinary shares in issue and effect of dilutive shares from share option for the fi nancial year ended 31 December 2025 of 771,794,000 (2024: $772,143,000).
In calculating the diluted earnings per share for the fi nancial year ended 31 December 2025, 3,540,000 employee share options that were exercisable as at 31 December 2025 were not included in the diluted earnings per share computation. These options were anti-dilutive, as the average market share price for the year was lower than the exercise price of the share options. The total number of options in issue is disclosed in Note 17 to the fi nancial statements.
For the fi nancial year ended 31 December 2024, 1,730,000 employee share options that were exercisable as at 31 December 2024 were similarly excluded from the diluted earnings per share computation. These share options were anti-dilutive, as the average market share price for the year was below the exercise price of the share options. Further details of these options are included in Note 17 to the fi nancial statements.
Annual Report 2025
122
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
31. Dividends
On 29 April 2025, the Company paid a fi nal dividend of $0.03 and a special dividend of $0.07 per ordinary share of the Company totalling $23,153,806 and $54,025,548 respectively by cash in respect of fi nancial year ended 31 December 2024.
On 6 August 2025, the Company paid an interim dividend of $0.01 per ordinary share, totalling $7,717,935 in cash, in respect of the fi nancial year ended 31 December 2025.
On 30 April 2024, the Company paid a fi nal dividend of $0.05 per ordinary share of the Company totalling $38,597,647 by cash in respect of fi nancial year ended 31 December 2023.
On 16 August 2024, the Company paid an interim dividend of $0.05 per ordinary share of the Company totalling $38,597,647 by cash in respect of fi nancial year ended 31 December 2024.
The Directors of the Company have proposed a fi nal one-tier tax-exempt dividend of $0.03 per ordinary share, and a special one-tier tax-exempt dividend of $0.08 per ordinary share, totalling $84,897,290 in respect of the fi nancial year ended 31 December 2025. This proposed fi nal tax-exempt dividend and special tax-exempt dividend has not been recognised as at year end and will be submitted for shareholders’ approval at the forthcoming Annual General Meeting of the Company in 2026.
32. Commitments
Land use right
- (i) Pursuant to a land use right agreement dated 15 June 2002, a subsidiary of the Company is committed to pay to the local authority in the People’s Republic of China (“PRC”) the land management fee of approximately $26,500 (equivalent to RMB130,000) per annum with an incremental rate of 10% every fi ve years until 30 September 2052.
The subsidiary is committed to an additional land management fee of $11,000 (equivalent to RMB54,000) per annum with an incremental rate of 10% every fi ve years until 2057, in accordance with an additional land use right agreement dated 6 April 2007.
-
(ii) As at 31 December 2024, the Group’s production facilities are located on plots of land in the PRC of which land use right certifi cates and property ownership certifi cates have not been obtained. On 7 March 2025, the Group received certifi cation from the relevant local government authority that the subsidiary of the Company will continue to be entitled to the right of use of the land and buildings until March 2028. Accordingly, there will not be any risk for the land and such buildings to be demolished by local government authorities or withdrawn from leasing by local government authorities. These certifi cates are related to the non-current assets classifi ed as held for sale as disclosed in Note 10.
-
(iii) During the fi nancial year, the Group entered into a sale and purchase agreement with a buyer for the sale and leaseback of the factory building and land. Upon the completion of the transaction, all risks related to the land use rights, will no longer be borne by the Group and the Group will not have to incur cost or allocate any further resources to rectify the title. The sale and leaseback transaction in respect of the factory buildings and land located in Dongguan, China, was completed in the subsequent fi nancial year.
Capital commitment
As at 31 December 2025, the Group’s commitment in respect of capital expenditure contracted but not provided for the purchase of property, plant and equipment amounted to approximately $46,000 (2024: $2,774,000).
123
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
33. Segment reporting
Management has determined the operating segments based on the reports reviewed by the chief operating decision maker.
Management considers the business from both a geographic and business segment perspective. Geographically, management manages and monitors the business in these primary geographic areas: Singapore, Hong Kong, the People’s Republic of China and Malaysia. All these locations are engaged in the manufacturing, distribution and trading of electronic products.
The Group has two reportable segments being manufacturing segment and distribution and trading segment.
The manufacturing segment manufactures and sells electronic products for its customers including related corporations.
The distribution and trading segment sells the electronic products to its customers including related corporations.
“Other” segments include the Group’s remaining minor trading and investment holding activities which are not included within reportable segments as they are not separately reported to the chief operating decision maker and they contribute minor amounts of revenue to the Group.
The Group’s reportable segments are strategic business units that are organised based on their function and targeted customer groups. They are managed separately because each business unit requires different skill sets and marketing strategies.
Management monitors the operating results of the segments separately for the purposes of making decisions about resources to be allocated and assessing performance. Segment performance is evaluated based on operating profi t or loss which is similar to the accounting profi t or loss.
Income taxes are managed on a Group basis.
The accounting policies of the operating segments are the same as those described in the summary of signifi cant accounting policies. There is no asymmetrical allocation to reportable segments. Management evaluates performance on the basis of profi t or loss from operations before tax expense not including non-recurring gains and losses.
There is no change from prior periods in the measurement methods used to determine reported segment profi t or loss.
The Group accounts for intersegment sales and transfer as if the sales or transfers were to third parties, which approximate market prices. These intersegment transactions are eliminated on consolidation.
Annual Report 2025
124
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
33. Segment reporting (Continued)
| Distribution and trading Manufacturing Others Eliminations $’000 $’000 $’000 $’000 |
Total $’000 |
|
|---|---|---|
| 2025 Revenue Revenue from external customers Inter-segment revenue Total revenue Results Segment results Finance costs Prof t before income tax Income tax expense Prof t for the reporting period Signif cant non-cash items Depreciation expenses Gain on disposal of plant and equipment Fair value gain on derivative f nancial instruments Reversal of loss allowance for trade receivables Net unrealised foreign exchange loss Other items of income and expense Interest income |
431,617 886 – – 11,103 429,578 – (440,681) |
432,503 – |
| 442,720 430,464 – (440,681) |
432,503 | |
| 38,634 2,260 106,876 (99,248) (145) (604) (2,193) 2,182 |
48,522 (760) |
|
| 38,489 1,656 104,683 (97,066) |
47,762 (7,591) |
|
| 1,359 6,843 74 (704) – (275) (5,390) 1,938 – – (852) – (387) – – – (672) 3,154 308 (10) |
||
| 40,171 | ||
| 7,572 (3,727) (852) (387) 2,780 |
||
| 2,597 366 5,793 (2,189) |
6,567 |
125
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
33. Segment reporting (Continued)
| Distribution and trading Manufacturing Others Eliminations $’000 $’000 $’000 $’000 |
Total $’000 |
|
|---|---|---|
| 2024 Revenue Revenue from external customers Inter-segment revenue Total revenue Results Segment results Finance costs Prof t before income tax Income tax expense Prof t for the reporting period Signif cant non-cash items Depreciation expenses Gain on disposal of plant and equipment Fair value gain on derivative f nancial instruments Reversal of loss allowance for trade receivables Net unrealised foreign exchange gain Other items of income and expense Interest income |
620,126 1,480 – – 131,238 631,286 – (762,524) |
621,606 – |
| 751,364 632,766 – (762,524) |
621,606 | |
| 162,857 9,938 117,616 (208,407) (148) (710) (143) 54 |
82,004 (947) |
|
| 162,709 9,228 117,473 (208,353) |
81,057 (10,529) |
|
| 1,370 8,680 78 (841) (128) (586) – 521 – – (3,238) – (2,892) – – – (1,062) (3,239) (396) (26) |
||
| 70,528 | ||
| 9,287 (193) (3,238) (2,892) (4,723) |
||
| 575 560 8,540 (53) |
9,622 |
Annual Report 2025
126
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
33. Segment reporting (Continued)
| Distribution and trading Manufacturing Others Eliminations Total $’000 $’000 $’000 $’000 $’000* |
|
|---|---|
| Total segment assets 31 December 2025 Included in the segment assets: Addition: Property, plant and equipment 31 December 2024 Included in the segment assets: Addition: Property, plant and equipment Total segment liabilities* 31 December 2025 31 December 2024 |
186,686 230,241 342,655 (331,616) 427,966 |
| 158 1,587 – – 1,745 |
|
| 244,882 229,766 382,470 (386,457) 470,661 |
|
| 903 2,807 – (20) 3,690 |
|
| 134,882 143,005 25,341 (182,543) 120,685 131,169 135,369 81,405 (234,708) 113,235 |
- All assets and liabilities are allocated to reportable segments, except for certain assets and liabilities included as “Others” comprised:
(1) Assets – Investments in subsidiaries, other receivables, derivative fi nancial instruments and cash and cash equivalents; and
(2) Liabilities – Other payables from subsidiaries, lease liabilities, derivative fi nancial instruments and provision for retirement benefi t
** Total segment assets exclude deferred tax assets.
*** Total segment liabilities exclude current income tax payables and deferred tax liabilities.
Geographical, products and customer mix
The breakdown of the Group’s revenue by geographical and by products are disclosed in Note 23 to the fi nancial statements. As of 31 December 2025, revenue of approximately $356,485,000 (2024: $556,681,000) are derived from two external customers comprising 82% (2024: 90%) of the Group’s total revenue.
Location of non-current assets
| Hong Kong Singapore China Malaysia Consolidated $’000 $’000 $’000 $’000 $’000 |
|
|---|---|
| 31 December 2025 31 December 2024 |
253 2,311 2,278 22,712 27,554 |
| 448 2,309 6,317 31,191 40,265 |
Non-current assets excluded deferred tax assets.
127
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management
34.1 Categories of fi nancial instruments
The following table sets out the fi nancial instruments as at the end of the reporting period:
| Group Company |
|
|---|---|
| 2025 2024 2025 2024 $’000 $’000 $’000 $’000 |
|
| Financial assets Trade receivables Other receivables Cash and cash equivalents Other investments Less: Value added tax receivables Amortised cost Other investments, representing f nancial assets measured at fair value through prof t or loss Financial liabilities Trade payables Other payables Borrowings Lease liabilities Less: Customer deposits Amortised cost |
90,082 81,825 – – 7,929 2,671 11,088 2,264 123,336 292,082 98,644 275,440 32,092 – 32,092 – |
| 253,439 376,578 141,824 277,704 (551) (680) (14) (19) |
|
| 252,888 375,898 141,810 277,685 |
|
114,157 19,178 114,157 19,178 |
|
| 80,158 71,839 – – 26,371 23,276 22,418 75,874 9,797 14,289 – – 3,334 2,843 464 946 |
|
| 119,660 112,247 22,882 76,820 (15,869) (12,832) – – |
|
| 103,791 99,415 22,882 76,820 |
34.2 Financial instruments subject to offsetting, enforceable master netting arrangements and similar agreements
In reconciling the ‘Net amounts of fi nancial assets and fi nancial liabilities presented in the statements of fi nancial position’ to the line item amounts presented in the statements of fi nancial position, the amounts below represent only those which are subject to offsetting, enforceable master netting arrangements and similar agreements. The residual amounts relate to those that are not in scope of the offsetting disclosures.
The Group has no other fi nancial instruments subject to offsetting, enforceable master netting arrangements and similar agreements as at 31 December 2025 and 31 December 2024.
Annual Report 2025
128
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.2 Financial instruments subject to offsetting, enforceable master netting arrangements and similar agreements (Continued)
| Gross amounts of | ||
|---|---|---|
| recognised | Net amounts of | |
| f nancial assets | f nancial assets | |
| Gross amounts of | and f nancial | and f nancial |
| recognised | liabilities | liabilities |
| f nancial assets | set off in the | presented in the |
| and f nancial | statements of | statements of |
| liabilities | f nancial position | f nancial position |
| $’000 | $’000 | $’000 |
| Company 2025 Financial assets Other receivables - subsidiaries Financial liabilities Other payables - subsidiaries 2024 Financial assets Other receivables - subsidiaries Financial liabilities Other payables - subsidiaries |
36,762 (26,709) 10,053 |
|---|---|
| 48,856 (26,709) 22,147 |
|
| 1,127 (1,127) – |
|
| 76,721 (1,127) 75,594 |
34.3 Financial risk management policies and objectives
The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. Management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to refl ect changes in market conditions and the Group activities.
There has been no change to the Group’s exposure to these fi nancial risks or the manner in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below:
(i)
Foreign exchange risk management
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group entities. The currencies that give rise to this risk are primarily the United States dollar and the Malaysia ringgit.
The Group manages foreign currency risk by matching assets and liabilities in the same currency denomination and supplemented with appropriate fi nancial instruments where necessary. The Group uses derivative fi nancial instruments to mitigate the fi nancial impact associated with foreign currency fl uctuation relating to certain forecasted transactions.
129
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.3 Financial risk management policies and objectives (Continued)
(i) Foreign exchange risk management (Continued)
The carrying amounts of foreign currency denominated monetary assets and monetary liabilities denominated in currencies other than the respective Group entities’ functional currencies at the end of the reporting period are as follows:
| Group Company |
|
|---|---|
| Liabilities Assets Liabilities Assets 2025 2024 2025 2024 2025 2024 2025 2024 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 |
|
| Renminbi Hong Kong dollar United States dollar Malaysian ringgit |
184 189 9 15 – – – – – 32 – – – – – – 126,479 126,785 194,692 223,046 – – 10,071 19,662 11,623 12,664 4,968 3,782 – – – – |
Foreign currency sensitivity
The following analyses the sensitivity to a 5% (2024: 5%) increase or decrease in the respective foreign currencies against the respective functional currencies of the entities in the Group. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end of the for a 5% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower.
If the relevant foreign currency strengthens by 5% against the functional currency of each entity of the Group, the effect on profi t or loss will (decrease)/increase by:
| Group Company |
|
|---|---|
| 2025 2024 2025 2024 $’000 $’000 $’000 $’000 |
|
| United States dollar Malaysian ringgit |
3,411 4,813 504 983 (333) (444) – – |
If the relevant foreign currency weakens by 5% against the functional currency of each entity of the Group, the above will have an opposite effect.
The management does not expect any material impact on profi t or loss arising from the effects of reasonably possible changes to foreign exchange rates of foreign currency balances denominated in Renminbi and Hong Kong dollar at the end of the reporting period.
Annual Report 2025
130
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.3 Financial risk management policies and objectives (Continued)
(ii) Interest rate risk management
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt obligations with fl oating interest rates. The Group monitors the movements in interest rates on an ongoing basis and evaluates the exposure for its debt obligations.
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for borrowing from banks and fi nancial institutions in Singapore, the People’s Republic of China, Hong Kong and Malaysia at the end of the reporting period.
For fl oating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 100 basis points (2024: 100 basis points) higher or lower with all other variables held constant, the Group’s profi t for the fi nancial year ended 31 December 2025, would decrease or increase by $98,000 (2024: $143,000).
No analysis is prepared at the Company level as the impact is not expected to be material.
(iii) Credit risk management
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in a fi nancial loss to the Group. The Group has adopted the policy of only dealing with creditworthy counterparties as a means of mitigating the risk of fi nancial losses from default. Credit risk is managed through the application of credit approvals, credit limits and monitoring procedures. Cash terms, advance payments and letter of credits are required for customers of lower credit standing.
As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class of fi nancial instruments is the carrying amount of that class of fi nancial instruments presented on the consolidated statement of fi nancial position except for the fi nancial guarantees provided by the Company to banks for subsidiaries’ borrowings as disclosed in Note 34.3(iii) – Financial Guarantee Contracts.
Trade receivables
The Group manages concentration of credit risk by performing credit analysis procedures to assess the potential customers’ credit quality and defi nes credit limits by customer before offering credit term to any new customer.
The Group does not have any signifi cant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics except for outstanding trade receivables from 5 (2024: 5) major customers which represent 98% (2024: 99%) of total trade receivables balance as at 31 December 2025.
The Group applies the simplifi ed approach, using a provision matrix, to measure the expected credit losses for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar credit risk and aging.
131
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.3 Financial risk management policies and objectives (Continued)
(iii) Credit risk management (Continued)
Trade receivables (Continued)
The expected loss rates are based on the Group’s historical credit losses experienced and then adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s customer.
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivables from the date credit was initially granted up to the end of the reporting period. Accordingly, the management believes that there is no further impairment required in excess of the loss allowance for trade receivables.
A fi nancial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash fl ows of that fi nancial asset have occurred. Evidence that a fi nancial asset is creditimpaired include observable date about the following events:
-
signifi cant fi nancial diffi culty of the issuer or the borrower;
-
breach of contract, such as default or past due event;
-
the lender of the borrower, for economic or contractual reasons relating to the borrower’s fi nancial diffi culty, having granted to the borrower a concession that the lender would not otherwise consider; or
-
it is becoming probable that the borrower will enter bankruptcy or other fi nancial reorganisation.
Further disclosures regarding expected credit loss on trade receivables, are disclosed in Note 5 to the
Other receivables
Management assessed whether there is signifi cant increase in credit risk for amount due from a subsidiary since initial recognition. Management considers various operating performance ratios as well as liquidity ratios of the subsidiary and concluded that the subsidiary has suffi cient net assets to repay its debts and are therefore subject to insignifi cant expected credit losses. Besides, as per Note 34.2 to the fi nancial statements, the other receivables due from the subsidiary is subject to offsetting against other payables due to that subsidiary based on enforceable master netting arrangements and similar agreements.
The management monitors and assesses at each reporting date on any indicator of signifi cant increase in credit risk on these other receivables. As at the end of the reporting period, there is no indication that credit risk on these receivables have increased signifi cantly, hence, these receivables are measured at 12-month expected credit loss model and subject to immaterial credit loss.
Annual Report 2025
132
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.3 Financial risk management policies and objectives (Continued)
(iii) Credit risk management (Continued)
Cash and cash equivalents
The Group places its cash with creditworthy institutions with a minimum rating of “A-”, based on Standard & Poor’s rating. Impairment of cash at banks have been measured using a 12-month expected credit loss model. At the reporting date, the Group and the Company do not expect any material credit loss from nonperformance by the counterparties.
Financial guarantee contracts
In addition, the Company is exposed to credit risk in relation to fi nancial guarantees given to banks on subsidiaries’ borrowings. The Company’s maximum exposure is the maximum amount the Company could have to pay if the guarantee is called on. As at 31 December 2025, subsidiaries’ borrowings of $9,797,000 (2024: $14,289,000) were guaranteed by the Company. For the fi nancial guarantee issued, the Company has assessed that these subsidiaries have suffi cient fi nancial capabilities to meet their contractual cash fl ows obligation in the near future, hence, does not expect any material loss allowance under the 12-month expected credit loss model.
(iv) Liquidity risk management
Individual operating entities within the Group are responsible for their own cash management, including the short-term investment of cash surplus and the raising of loans to cover expected cash demand, subject to approval by the Company’s Board of Directors when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains suffi cient reserves of cash and adequate committed lines of funding from major fi nancial institutions to meet its liability requirements in the short and longer term.
The Company is the holding company for all its subsidiaries and has the ability to control the timing of repayment for the liabilities owing to its subsidiaries, management is satisfi ed that the Company is able to meet its existing and prospective funding requirements and continue to operate as a going concern.
Liquidity and interest analysis
Financial liabilities at amortised cost
The following tables detail the remaining contractual maturity for non-derivative fi nancial liabilities. The tables have been drawn up based on the undiscounted cash fl ows of fi nancial liabilities based on the earliest date on which the Group and the Company can be required to pay. The table includes both interest and principal cash fl ows. The adjustment column represents the possible future cash fl ows attributable to the instrument included in the maturity analysis which is not included in the carrying amount of the fi nancial liabilities on the statements of fi nancial position.
133
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.3 Financial risk management policies and objectives (Continued)
(iv) Liquidity risk management (Continued)
Liquidity and interest analysis (Continued)
Financial liabilities at amortised cost (Continued)
| Weighted average effective interest rate per annum % |
On demand or within 1 year Within 2 to 5 years Adjustment Total $’000 $’000 $’000 $’000 |
|---|---|
| Group 2025 Non-interest bearing – Lease liabilities (f xed rate) 4.04 Bank borrowings (variable rate) 5.14 2024 Non-interest bearing – Lease liabilities (f xed rate) 4.62 Bank borrowings (variable rate) 4.96 Company 2025 Non-interest bearing – Lease liabilities (f xed rate) 5.00 Corporate guarantee 2024 Non-interest bearing – Lease liabilities (f xed rate) 5.00 Corporate guarantee |
90,660 – – 90,660 2,017 1,474 (157) 3,334 2,299 7,535 (37) 9,797 |
| 94,976 9,009 (194) 103,791 |
|
| 82,283 – – 82,283 2,077 880 (114) 2,843 3,502 10,928 (141) 14,289 |
|
| 87,862 11,808 (255) 99,415 |
|
| 22,418 – – 22,418 475 – (11) 464 |
|
| 22,893 – (11) 22,882 |
|
| 2,262 7,535 – 9,797 |
|
| 75,874 – – 75,874 518 475 (47) 946 |
|
| 76,392 475 (47) 76,820 |
|
| 3,371 10,918 – 14,289 |
The fi nancial guarantees have not been recognised in the fi nancial statements of the Group as the Directors of the Company do not consider it probable that a claim will be made against the Group under the guarantees.
Based on expectations at each reporting date, the Company considers that it is more likely than not that no amount will be payable under the arrangement.
Annual Report 2025
134
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.3 Financial risk management policies and objectives (Continued)
- (v) Fair value of f nancial assets and f nancial liabilities
For fi nancial reporting purposes, the fair value measurement of the Group’s and the Company’s fi nancial and non-fi nancial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’):
-
Level 1: Quoted prices in active markets for identical items (unadjusted)
-
Level 2: Observable direct or indirect inputs other than Level 1 inputs
-
Level 3: Unobservable inputs (i.e. not derived from market data)
The classifi cation of an item into the above levels is based on the lowest level of the inputs used that has a signifi cant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.
Financial instrument that are not measured at fair value on a recurring basis
The carrying amounts of cash and cash equivalents, trade and other current receivables, trade and other payables approximate their respective fair values due to the relatively short-term maturity of these fi nancial instruments. In respect of the fi nancial assets and fi nancial liabilities recorded at amortised cost whose maturity is more than a year, management also considers that such fi nancial instruments approximate their
The fair value of non-current borrowing was based on cash fl ow analysis, discounted at market borrowing rates of a similar instrument which management expected to be available to the Group. The borrowing is
There are no transfers between the levels of the fair value hierarchy during the fi nancial year.
Fair value of fi nancial instruments carried at fair value (Note 7)
Financial instruments carried at fair value classifi ed by level of fair value hierarchy are as follows:
| Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 |
|
|---|---|
| 31 December 2025 Financial assets Financial assets at FVTPL 31 December 2024 Financial assets Financial assets at FVTPL |
114,157 – – 114,157 |
| – 19,178 – 19,178 |
135
Notes to the Financial Statements
For the Financial Year Ended 31 December 2025
34. Financial instruments, fi nancial risks and capital risks management (Continued)
34.4 Capital risk management policies and objectives
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. The Group’s overall strategy remains unchanged as at the end of the reporting period.
The capital structure of the Group consists of equity attributable to owners of the Company, comprising issued share capital and reserves and retained profi ts.
Management monitors capital based on the Group’s current ratio and net gearing ratio. The Group is required by a bank which granted the term loan to maintain net gearing ratio of 1.25 times (2024: 1.25 times). As at 31 December 2025, the Group’s current ratio were 3.21 (2024: 3.67). The Group’s net gearing ratio for 31 December 2025 and 31 December 2024 is not presented as total cash and cash equivalents exceeded total borrowings and lease liabilities.
The current ratio is calculated as total current assets divided by total current liabilities.
The net gearing ratio is calculated as net borrowings divided by shareholders’ funds. Net borrowings are calculated as total borrowings (Note 12) and lease liabilities (Note 13) less cash and cash equivalents (Note 4).
As disclosed in the Group’s consolidated statement of changes in equity and Note 22 to the fi nancial statements, a subsidiary is required by relevant laws and regulations of the PRC to contribute to and maintain a nondistributable PRC statutory reserve fund whose utilisation is subject to approval by the relevant PRC authorities.
The Group has complied with above externally imposed capital requirement for the fi nancial years ended 31 December 2025 and 2024.
As at end of each reporting period, management had assessed that the Group’s cash and cash equivalents, together with anticipated cash fl ow from future operations and borrowings available under the Group’s credit facilities, will be suffi cient to fund its operations and capital expenditure requirements for the next 12 months.
35.
The consolidated fi nancial statements of the Group for the fi nancial year ended 31 December 2025, statement of fi nancial position of the Company as at 31 December 2025 and statement of changes in equity of the Company for the fi nancial year ended 31 December 2025 were authorised for issue by the Directors on 30 March 2026.
Annual Report 2025
136
Analysis of Shareholdings
As at 23 March 2026
Issue and paid-up capital (including treasury shares) : $214,009,430.30 Number of shares issued including treasury shares : 773,825,545 Number of shares issued excluding treasury shares : 771,793,545 Number/percentage of Treasury Shares : 2,032,000 (0.26%) Class of shares : Ordinary Shares Voting rights : One vote per share Number of subsidiary holdings held : Nil
| SIZE OF SHAREHOLDINGS | NO. OF SHAREHOLDERS % |
NO. OF SHARES % |
|---|---|---|
| 1 - 99 100 - 1,000 1,001 - 10,000 10,001 - 1,000,000 1,000,001 & above TOTAL TOP TWENTY SHAREHOLDERS |
27 0.58 516 11.18 2,448 53.02 1,602 34.70 24 0.52 |
668 0.00 441,550 0.06 12,602,544 1.63 77,553,359 10.05 681,195,424 88.26 |
| 4,617 100.00 |
771,793,545 100.00 |
|
| NO. OF SHARES % |
||
| 1 DBS NOMINEES PTE LTD 2 UNITED OVERSEAS BANK NOMINEES PTE LTD 3 MUN HONG YEW 4 CITIBANK NOMINEES SINGAPORE PTE LTD 5 UOB KAY HIAN PTE LTD 6 RAFFLES NOMINEES (PTE) LIMITED 7 HSBC (SINGAPORE) NOMINEES PTE LTD 8 PHILLIP SECURITIES PTE LTD 9 OCBC SECURITIES PRIVATE LTD 10 DBSN SERVICES PTE LTD 11 STARICH INVESTMENTS PTE LTD 12 RONIE TAN CHOO SENG 13 MOOMOO FINANCIAL SINGAPORE PTE. LTD. 14 ABN AMRO CLEARING BANK N.V. 15 HENG SIEW ENG 16 MAYBANK SECURITIES PTE. LTD. 17 IFAST FINANCIAL PTE LTD 18 CHAN CHEE WENG 19 HONG LEONG FINANCE NOMINEES PTE LTD 20 OCBC NOMINEES SINGAPORE PTE LTD |
231,415,605 29.98 213,173,602 27.62 142,899,200 18.52 13,957,016 1.81 9,464,200 1.23 9,367,498 1.21 8,532,914 1.11 6,145,208 0.80 5,775,277 0.75 4,934,229 0.64 4,726,500 0.61 4,700,000 0.61 3,106,296 0.40 3,072,700 0.40 3,042,100 0.39 2,825,000 0.37 2,822,856 0.37 2,585,700 0.34 2,135,000 0.28 1,435,270 0.19 |
|
| 676,116,171 87.63 |
137
Analysis of Shareholdings
As at 23 March 2026
Substantial Shareholders
(as shown in the Company’s register of Substantial Shareholders)
| NO. OF SHARES | DIRECT INTEREST | DEEMED INTEREST |
|---|---|---|
| MUN HONG YEW1 | 142,899,200 | 399,798,400 |
| SIEW YOKE PING2 | – | 339,798,400 |
| MUN SIEW CAPITAL PTE. LTD.3 | – | 60,000,000 |
| CLOVA INVESTMENTS LTD4 | – | 60,000,000 |
Notes on Aztech Global Ltd shares (“Shares”) held as at 23 March 2026:
-
Shares held by Mr Mun Hong Yew (“Mr Mun”):
-
(a) Mr Mun holds 142,899,200 Shares directly in his CDP account; and
-
(b) Mr Mun is deemed to be interested in 399,798,400 Shares held in nominee accounts jointly by Mr Mun and Mdm Siew Yoke Ping (“Mdm Siew”), spouse of Mr Mun, as well as nominee accounts of Mun Siew Capital Pte. Ltd.
Mun Siew Capital Pte. Ltd. is wholly owned by Clova Investments Ltd, which is in turn wholly owned by Mr Mun.
-
Shares held by Mdm Siew:
-
(a) Mdm Siew is deemed to be interested in 339,798,400 Shares held in nominee accounts jointly by Mr Mun and her.
-
Shares held by Mun Siew Capital Pte. Ltd., a company wholly owned by Clova Investments Ltd, which is in turn wholly owned by Mr Mun:
-
(a) Mun Siew Capital Pte. Ltd. is deemed to be interested in 60,000,000 Shares held through its nominee accounts.
-
Shares held by Clova Investments Ltd:
-
(a) Clova Investments Ltd is deemed to be interested in the 60,000,000 Shares held through Mun Siew Capital Pte. Ltd.’s nominee accounts.
SHAREHOLDINGS HELD BY PUBLIC
Based on the information available to the Company as at 23 March 2026, approximately 29.59% of the issued ordinary shares of the Company is held by the public and therefore, Rule 723 of the Listing Manual issued by SGX-ST is complied with.
Annual Report 2025
138
Notice of Annual General Meeting
This Notice has been made available on SGXNET and the Company’s website and may be accessed at the URL https://www.aztechglobal.com/agm/index.html. Printed copies of this Notice, Proxy Form and Request Form will also be sent by post to members.
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of AZTECH GLOBAL LTD. (the “ Company ”) will be convened and held at Suntec Singapore Convention & Exhibition Centre, MR 300-301 (Level 3), 1 Raffl es Boulevard, Suntec City, Singapore 039593, on Monday, 20 April 2026 at 10.00 a.m. (Singapore time) , for the following business:
AS ORDINARY BUSINESS
-
To receive and, if approved, to adopt the Audited Financial Statements for the fi nancial year ended 31 December 2025 together with the Directors’ Statement and Auditors’ Report thereon. [Resolution 1]
-
To declare a fi nal one-tier tax exempt dividend of S$0.03 per ordinary share for the fi nancial year ended 31 December 2025. [Resolution 2]
-
To declare a special one-tier tax exempt dividend of S$0.08 per ordinary share for the fi nancial year ended 31 December 2025. [Resolution 3]
-
To approve Directors’ fees of S$450,000.00 for the fi nancial year ending 31 December 2026. [Resolution 4] (Explanatory Note a)
-
To re-elect Ms. Jeann Low Ngiap Jong, who is retiring pursuant to regulation 97 of the Company’s constitution (the “ Constitution ”), and who, being eligible, will offer herself for re-election. [Resolution 5] (Explanatory Note b)
-
To re-elect Mr. Tan Teik Seng, who is retiring pursuant to regulation 97 of the Constitution, and who, being eligible, will offer himself for re-election. [Resolution 6] (Explanatory Note b)
-
To re-appoint Messrs BDO LLP as auditors of the Company and to authorise the Directors to fi x their remuneration. [Resolution 7]
-
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and, if thought fi t, to pass the following resolutions (with or without amendments) as Ordinary Resolutions:
- Authority to allot and issue shares
That authority be and is hereby given to the Directors of the Company to:
-
(a) (i) issue shares in the capital of the Company (“ Shares ”) whether by way of rights, bonus or otherwise; and/or
-
(ii) make or grant offers, agreements or options (collectively, “ Instruments ”) that might or would require Shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fi t; and
139
Notice of Annual General Meeting
(b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
-
(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed fi fty per cent. (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with paragraph (2) below), of which the aggregate number of Shares to be issued other than on a pro rata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty per cent. (20%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with paragraph (2) below);
-
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”)) for the purpose of determining the aggregate number of Shares that may be issued under paragraph (1) above, the percentage of the total number of issued Shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) at the time this Resolution is passed, after adjusting for:
-
(i) new Shares arising from the conversion or exercise of any convertible securities;
-
(ii) new Shares arising from exercising share options or the vesting of share awards, provided the share options or share awards were granted in compliance with the Listing Manual of the SGX-ST ( “Listing Manual ”); and
-
(iii) any subsequent bonus issue or consolidation or subdivision of Shares,
provided further that adjustments in accordance with sub-paragraphs (2)(i) and (ii) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and are outstanding or subsisting at the time of the passing of this Resolution;
-
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
-
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
[Resolution 8] (Explanatory Note c)
10. Renewal of the Share Purchase Mandate
That:
-
(a) for the purposes of Sections 76C and 76E of the Companies Act 1967 of Singapore (the “ Companies Act ”) as may be amended from time to time, the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire Shares not exceeding in aggregate the Prescribed Limit (as hereinafter defi ned), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (as hereinafter defi ned), whether by way of:
-
(i) market purchases (each a “ Market Purchase ”) on the SGX-ST; and/or
Annual Report 2025
140
Notice of Annual General Meeting
- (ii) off-market purchases (each an “ Off-Market Purchase ”) effected otherwise than on the SGX-ST in accordance with any equal access scheme(s) as may be determined or formulated by the Directors of the Company as they consider fi t, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and listing rules of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Purchase Mandate ”);
-
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate in paragraph (a) of this Resolution may be exercised by the Directors of the Company at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:
-
(i) the date on which the next Annual General Meeting of the Company is held or required by law to be held;
-
(ii) the date on which purchases or acquisitions of Shares are carried out to the full extent mandated; or
-
(iii) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Company in general meeting;
-
(c)
-
in this Resolution:
“ subsidiary holdings ” has the meaning ascribed to it in the Listing Manual;
“ Prescribed Limit ” means 10% of the total number of issued Shares of the Company (excluding subsidiary holdings and any Shares which are held as treasury shares) as at the date of the passing of this Resolution; and
“ Maximum Price ”, in relation to a Share to be purchased or acquired, means an amount (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
-
(i) in the case of a Market Purchase, 105% of the Average Closing Price (as defi ned hereinafter); and
-
(ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price (as defi ned hereinafter),
where:
“ Average Closing Price ” means the average of the Closing Market Prices of the Shares over the last fi ve (5) Market Days on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during such fi veMarket Day period and the day of the Market Purchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase;
“ Closing Market Price ” means the last dealt price for a Share transacted through the SGX-ST’s trading system as shown in any publication of the SGX-ST or other sources;
“ date of the making of the offer ” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from shareholders, stating the purchase price (which must not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and
“ Market Day ” means a day on which the SGX-ST is open for trading in securities; and
141
Notice of Annual General Meeting
-
(d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution. [Resolution 9] (Explanatory Note d)
-
Authority to grant Options and to allot and issue Shares in accordance with the Aztech Employee Share Option Scheme (“Aztech ESOS”)
That approval be and is hereby given to the Directors of the Company to:
-
(a) offer and grant Options in accordance with the provisions of the Aztech ESOS; and
-
(b) allot and issue from time to time such number of fully paid-up Shares as may be required to be allotted and issued pursuant to the exercise of the Options under the Aztech ESOS granted while this Resolution was in force (notwithstanding that such issue of Shares may occur after the expiration of the authority contained in this Resolution),
provided that the aggregate number of Shares to be allotted and issued pursuant to the Aztech ESOS on any date, when aggregated with the number of Shares issued or issuable or existing Shares delivered or deliverable in respect of Options under the Aztech ESOS, awards under the Aztech Performance Share Plan and any other share schemes of the Company, shall not exceed fi fteen per cent. (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) on the day immediately preceding the date on which the Option is granted. [Resolution 10] (Explanatory Note e)
- Authority to grant Awards and to allot and issue Shares under the Aztech Performance Share Plan (“Aztech PSP”)
That approval be and is hereby given to the Directors of the Company to:
-
(a) grant Awards in accordance with the provisions of Aztech PSP; and
-
(b) allot and issue from time to time such number of fully paid-up Shares as may be required to be delivered pursuant to the release of the Awards under the Aztech PSP granted while this Resolution was in force (notwithstanding that such issue of Shares may occur after the expiration of the authority contained in this Resolution),
provided that the aggregate number of Shares to be allotted and issued pursuant to the release of the Awards under the Aztech PSP on any date, when aggregated with the number of Shares issued or issuable or existing Shares delivered or deliverable in respect of Awards under the Aztech PSP, Options under the Aztech ESOS and any other share schemes of the Company, shall not exceed fi fteen per cent. (15%) of the total number of issued Shares of the Company (excluding treasury shares and subsidiary holdings) on the day immediately preceding the date on which the Award is granted.
[Resolution 11] (Explanatory Note f)
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Notice of Annual General Meeting
13. Authority to allot and issue Shares pursuant to the Aztech Scrip Dividend Scheme
That approval be and is hereby given to the Directors of the Company to allot and issue from time to time such number of new ordinary shares in the Company as may be required to be allotted and issued under the Aztech Scrip Dividend Scheme, on such terms and conditions as may be determined by the Directors and to do all acts and things which they may in their absolute discretion deem necessary or desirable to carry the same into effect. [Resolution 12] (Explanatory Note g)
By Order of the Board
Ms. Pavani Nagarajah Company Secretary 2 April 2026 Singapore
Explanatory Notes:
a. Ordinary Resolution 4
Ordinary Resolution 4, if passed, will facilitate payment of the Directors’ fees for the fi nancial year ending 31 December 2026. The Directors’ fees for Mr. Michael Mun Hong Yew, Mr. Jeremy Mun Weng Hung, Mr. Christopher Huang Junli, Ms. Jeann Low Ngiap Jong, Mr. Larry Tan Jwee Meng and Mr. Tan Teik Seng will be paid in four (4) instalments on a quarterly basis, within thirty (30) days of the end of each quarter, with the payment for the fi rst quarter of the year to be paid within thirty (30) days of the receipt of approval of the members at the forthcoming AGM. The aggregate amount of Directors’ fees for the said Directors is calculated on the assumption that all Directors will hold offi ce for the whole of the fi nancial year ending 31 December 2026.
b. Ordinary Resolutions 5 and 6
Ms. Jeann Low Ngiap Jong will, upon re-election as a Director of the Company, remain an Independent Director.
Mr. Tan Teik Seng will, upon re-election as a Director of the Company, remain an Independent Director.
The profi les of Ms. Jeann Low Ngiap Jong and Mr. Tan Teik Seng can be found in the “Board of Directors” section of the Company’s Annual Report 2025 and the additional information required by Rule 720(6) of the Listing Manual of the SGX-ST is provided in the “Additional Information on Directors Seeking Re-election” section of the Company’s Annual Report 2025.
c. Ordinary Resolution 8
Ordinary Resolution 8, if passed, will empower the Directors to issue Shares in the capital of the Company and to make or grant instruments (such as warrants or debentures) convertible into Shares, and to issue Shares in pursuance of such instruments, up to a number not exceeding fi fty per cent. (50%), of which up to twenty per cent. (20%) may be issued other than on a pro rata basis to shareholders of the Company.
For the purpose of determining the aggregate number of Shares that may be issued, the percentage of issued Shares shall be based on the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company at the time that Ordinary Resolution 8 is passed, after adjusting for (a) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time that Ordinary Resolution 8 is passed, and (b) any subsequent bonus issue or consolidation or subdivision of shares. This authority will, unless revoked or varied at a general meeting, expire at the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.
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d. Ordinary Resolution 9
Ordinary Resolution 9 relates to the renewal of the mandate authorising the Company to purchase its own Shares, which was fi rst approved by the shareholders at an extraordinary general meeting held on 13 October 2021. Please refer to the Appendix to the Company’s Annual Report 2025 for more information.
e. Ordinary Resolution 10
Ordinary Resolution 10, if passed, will empower the Directors to offer and grant Options under the Aztech ESOS and to allot and issue new Shares in the capital of the Company upon the exercise of such Options in accordance with the Aztech ESOS (as may be modifi ed by the Committee from time to time), provided that the aggregate number of Shares to be allotted and issued pursuant to the Aztech ESOS, when aggregated with the number of Shares issued or issuable or existing Shares delivered or deliverable in respect of Options under the Aztech ESOS, awards under the Aztech PSP and any other share schemes of the Company, shall not exceed fi fteen per cent. (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) on the day immediately preceding the date on which an Option is granted.
f. Ordinary Resolution 11
Ordinary Resolution 11, if passed, will empower the Directors to grant Awards and to issue and allot Shares pursuant to the vesting of the Awards under the Aztech PSP. The grant of Awards under the Aztech PSP will be made in accordance with the provisions of the Aztech PSP. The aggregate number of Shares which may be issued pursuant to the Aztech PSP, when aggregated with the number of Shares issued or issuable or existing Shares delivered or deliverable in respect of Awards under the Aztech PSP, Options under the Aztech ESOS and any other share schemes of the Company, shall not exceed fi fteen per cent. (15%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) on the day immediately preceding the date on which the Award is granted.
g. Ordinary Resolution 12
Ordinary Resolution 12, if passed, will authorise the Directors to allot and issue Shares of the Company pursuant to the Aztech Scrip Dividend Scheme (“ Scrip Dividend Scheme ”) to participating shareholders who, in respect of a qualifying dividend, have elected to receive scrip in lieu of the cash amount, in whole or in part, of that qualifying dividend. The authority will continue until the next annual general meeting of the Company, or the date by which the next annual general meeting is required by law to be held, whichever is earlier (unless such authority is revoked at a general meeting). Authority sought under Ordinary Resolution 12 is in addition to the general authority to issue Shares sought under Ordinary Resolution 8. For the avoidance of doubt, the Scrip Dividend Scheme is not applicable to the fi nal one-tier tax exempt dividend of S$0.03 per ordinary share for the fi nancial year ended 31 December 2025, as proposed in Ordinary Resolution 2 or the special dividend of $0.08 per ordinary share for the fi nancial year ended 31 December 2025, as proposed in Ordinary Resolution 3.
NOTICE OF RECORD DATE AND DISTRIBUTION PAYMENT DATE
As stated in the Notice of Record Date set out in the Company’s announcement dated 26 February 2026, the Company wishes to notify shareholders that the Transfer Book and Register of Members of the Company will be closed at 5.00 p.m. (Singapore time) on 23 April 2026 for the purpose of determining shareholders’ entitlements to the proposed fi nal dividend of S$0.03 per ordinary share in respect of the fi nancial year ended 31 December 2025 (“ FY2025 Final Dividend ”) and the proposed special dividend of S$0.08 per ordinary share in respect of the fi nancial year ended 31 December 2025 (“ FY2025 Special Dividend ”). The FY2025 Final Dividend and FY2025 Special Dividend, if approved by shareholders at the 2026 AGM, will be paid on 30 April 2026.
Duly completed registrable transfers of the Shares received by the Company’s Registrar, B.A.C.S. Private Limited, at 77 Robinson Road, #06-03, Robinson 77, Singapore 068896 up to 5.00 p.m. (Singapore time) on 23 April 2026 will be registered before entitlements to the FY2025 Final Dividend and the FY2025 Special Dividend are determined.
Members whose securities accounts with The Central Depository (Pte) Limited (“ CDP ”) are credited with Shares at 5.00 p.m. on 23 April 2026 will rank for the FY2025 Final Dividend and the FY2025 Special Dividend.
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Notes:
-
(i) The AGM will be held, in a wholly physical format , at Suntec Singapore Convention & Exhibition Centre, MR 300-301 (Level 3), 1 Raffl es Boulevard, Suntec City, Singapore 039593, on Monday, 20 April 2026 . Please bring along your NRIC/passport to enable the Company to verify your identity. Shareholders and other attendees who are feeling unwell on the date of the AGM are advised not to attend the AGM in person. Printed copies of this Notice of AGM, the Proxy Form and the Request Form will be sent by post to members. This Notice of AGM is also published on the Company’s website at https://www.aztechglobal.com/agm/index.html and SGXNET at https://www.sgx.com/securities/company-announcements .
-
(ii) If shareholders have any questions in relation to any of the resolutions tabled for approval at the AGM, shareholders may send their queries in advance of the AGM, by 10.00 a.m. on 9 April 2026 (the “ Deadline ”), via electronic mail to the Company’s corporate secretarial team at [email protected], or by post to 31 Ubi Road 1, #01-05, Singapore 408694, together with their full name, identifi cation numbers, contact numbers and email address and manner in which they hold Shares in the Company (e.g. via CDP, CPF or SRS). The Company will address all substantial and relevant queries received by the Deadline from shareholders, by 10.00 a.m. on 15 April 2026 (being at least 48 hours prior to the deadline for the submission of Proxy Forms). Any substantial or relevant questions received after the Deadline will be addressed at the AGM itself. The Company will also publish its responses to the questions raised during the AGM on its corporate website and on SGXNET.
-
(iii) (a) A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member’s Proxy Form appoints more than one (1) proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the Proxy Form. If no percentage is specifi ed, the fi rst named proxy shall be deemed to represent 100 per cent. of the shareholdings and the second named proxy shall be deemed to be an alternate to the fi rst named proxy.
-
(b) A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member’s Proxy Form appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specifi ed in the Proxy Form. In relation to a relevant intermediary who wishes to appoint more than two (2) proxies, it should annex to the Proxy Form the list of proxies, setting out, in respect of each proxy, the name, address, NRIC/Passport Number and proportion of shareholding (number of shares, class of shares and percentage) in relation to which the proxy has been appointed. If the relevant information is not specifi ed, the fi rst named proxy shall be deemed to represent 100 per cent. of the shareholdings. For the avoidance of doubt, a CPF Agent Bank who intends to appoint Central Provident Fund Investment Scheme (“ CPFIS ”) investors or Supplementary Retirement Scheme (“ SRS ”) investors as its proxies shall comply with this Note.
-
“ Relevant intermediary ” has the meaning ascribed to it in Section 181 of the Companies Act.
-
(iv) A proxy need not be a member of the Company. A member may choose to appoint the Chairman of the AGM as his/her/its proxy, but this is not mandatory.
-
(v) The instrument appointing a proxy or proxies, together with the power of attorney or other authority under which it is signed (if applicable) or a notarially certifi ed copy thereof, must be:
-
(a) if sent personally or by post, deposited with: Aztech Global Ltd., c/o B.A.C.S. Private Limited, at 77 Robinson Road, #06-03, Robinson 77, Singapore 068896; or
-
(b) if submitted by electronic mail, received by the Company at [email protected],
in either case, by 10.00 a.m. on 17 April 2026 , being 72 hours before the time appointed for holding the AGM, and any instrument of proxy received after the aforementioned cut-off time shall be treated as invalid.
A member who wishes to submit a Proxy Form by post or via email can either use the printed copy of the Proxy Form which is sent to him/her/it by post or download, complete and sign the Proxy Form, before submitting it by post to the address provided above or scanning and sending it by email to the email address provided above.
If a member elects to submit duly completed Proxy Forms electronically via electronic mail, all subsequent correspondence with the Company in relation to the AGM shall be conducted via electronic mail and sent to the same electronic mail address from which the Proxy Forms were submitted.
Completion and return of the instrument appointing a proxy shall not preclude a member from attending, speaking and voting at the AGM if he/she so wishes. Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the AGM in person and, in such event, the Company reserves the right to refuse to admit any person or persons appointed under the relevant instrument of proxy to the AGM.
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-
(vi) The instrument appointing a proxy or proxies must be under the hand of the appointer or his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised offi cer. Where an instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointer, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
-
(vii) A corporation which is a shareholder of the Company may, in accordance with Section 179 of the Companies Act, authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the AGM.
-
(viii) The Company shall be entitled to reject the instrument appointing the Chairman of the AGM or such other person as a proxy, if it is incomplete, improperly completed, illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specifi ed on the instrument appointing the Chairman of the AGM or such other person as a proxy. In addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointer, is not shown to have shares entered against his or her name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certifi ed by CDP to the Company.
-
(ix) Persons who hold shares in the Company through relevant intermediaries (as defi ned in Section 181 of the Companies Act), other than CPFIS and SRS investors, and who wish to participate in the AGM by (a) attending the AGM in person; (b) submitting questions to the Chairman of the AGM in advance of, or at, the AGM; and/or (c) voting at the AGM (i) themselves; or (ii) by appointing the Chairman of the AGM as proxy to attend, speak and vote on their behalf at the AGM, should contact the relevant intermediary through which they hold such shares as soon as possible in order to make the necessary arrangements for them to participate in the AGM.
-
(x) In addition, CPFIS and SRS investors who wish to request their CPF Agent Banks or SRS Operators to appoint themselves or the Chairman of the AGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 10.00 a.m. on 9 April 2026 .
The Company’s Annual Report 2025 and the Appendix to the Company’s Annual Report 2025 dated 2 April 2026 will be published on the Company’s corporate website at https://www.aztechglobal.com/agm/index.html and will also be made available on SGXNET at https://www.sgx.com/securities/company-announcements . You will need an internet browser and PDF reader to view these documents. Printed copies of these documents will not be sent to shareholders . Shareholders who wish to receive a printed copy of the Company’s Annual Report 2025 and the Appendix to the Company’s Annual Report 2025 should complete and return the Request Form which has been sent to shareholders via post.
Personal data privacy:
By attending, speaking or voting at the AGM, submitting questions in advance of the AGM and/or submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purposes of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, rules, regulations and/or guidelines (collectively, the “ Purposes ”), (ii) warrants that all information submitted is true and accurate, and where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.
Annual Report 2025
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Appendix to Annual Report
(Share Buy Back)
APPENDIX DATED 2 APRIL 2026
THIS APPENDIX IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser immediately.
This Appendix is circulated to Shareholders of Aztech Global Ltd. (the “ Company ”) together with the Company’s Annual Report for FY2025 and may be accessed at the Company’s corporate website at the URL https://www.aztechglobal.com/agm/index.html and the SGXNET website at the URL https://www.sgx.com/securities/company-announcements. The purpose of this Appendix is to provide information and explain to the shareholders of the Company the rationale for the proposed renewal of the Share Purchase Mandate to be tabled at the Company’s Annual General Meeting to be held, in a wholly physical format, at Suntec Singapore Convention & Exhibition Centre, MR 300-301 (Level 3), 1 Raffl es Boulevard, Suntec City, Singapore 039593 on Monday, 20 April 2026 at 10.00 a.m. (Singapore time) (the “ 2026 AGM ”). There will be no option for Shareholders to attend, speak and vote via virtual meeting technology.
If shares in Aztech Global Ltd. (the “ Company ”) held through The Central Depository (Pte) Limited (“ CDP ”) have been sold or transferred, the Shareholder or investor (as the case may be) need not forward the Notice of Annual General Meeting and the Proxy Form to the purchaser or transferee, as arrangements will be made by CDP for these documents to be sent to the purchaser or transferee. If shares in the Company represented by physical share certifi cate(s) have been sold or transferred, the Shareholder should immediately forward the Notice of Annual General Meeting and the Proxy Form to the purchaser or transferee or the bank, stockbroker or other agent through whom the sale or transfer was effected for onward notifi cation to the purchaser or transferee.
The Singapore Exchange Securities Trading Limited (“ SGX-ST ”) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Appendix.
AZTECH GLOBAL LTD.
(Incorporated in the Republic of Singapore on 27 May 2009) (Company Registration No.: 200909384G)
APPENDIX
IN RELATION TO
T HE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
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DEFINITIONS
In this Appendix, the following defi nitions shall apply throughout unless the context otherwise requires:
| “2025 AGM” | : | AGM which was held on 11 April 2025 |
|---|---|---|
| “2025 Share Purchase Mandate” | : | Has the meaning ascribed to it in paragraph 2.1 of this Appendix |
| “2026 AGM” | : | AGM of the Company to be held at Suntec Singapore Convention & Exhibition |
| Centre, MR 300-301 (Level 3), 1 Raff es Boulevard, Suntec City, Singapore 039593 | ||
| on 20 April 2026 at 10.00 a.m. | ||
| “ACRA” | : | Accounting and Corporate Regulatory Authority of Singapore |
| “AGM” | : | Annual general meeting of the Company |
| “Appendix” | : | This appendix dated 2 April 2026 in relation to the proposed renewal of the Share |
| Purchase Mandate | ||
| “Aztech Employee Share Option | : | The employee share option scheme of the Company approved by Shareholders on |
| Scheme” | 18 February 2021 | |
| “Aztech Performance Share Plan” | : | The performance share plan of the Company approved by Shareholders on |
| 18 February 2021 | ||
| “CDP” | : | The Central Depository (Pte) Limited |
| “Companies Act” | : | The Companies Act 1967 of Singapore, as amended or modif ed from time to time |
| “Company” | : | Aztech Global Ltd. |
| “Constitution” | : | The constitution of the Company, as amended, modif ed or supplemented from time |
| to time | ||
| “Directors” | : | The directors of the Company as at the Latest Practicable Date |
| “EPS” | : | Earnings per Share |
| “f nancial year” | : | The period of 12 months commencing on 1 January each year and ending on |
| 31 December the same year | ||
| “FY2025” | : | Financial year ended 31 December 2025 |
| “Group” | : | The Company and its subsidiaries |
| “Latest Practicable Date” | : | 9 March 2026, being the latest practicable date prior to the issue of this Appendix |
| “Listing Manual” | : | The listing manual of the SGX-ST, as amended or modif ed from time to time |
| “Market Day” | : | A day on which the SGX-ST is open for trading in securities |
| “Market Purchase” | : | Has the meaning ascribed to it in paragraph 2.4.3 of this Appendix |
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(Share Buy Back)
“NAV”
-
: Net asset value
-
“Off-Market Purchase”
-
: Has the meaning ascribed to it in paragraph 2.4.3 of this Appendix
-
“Register of Members”
-
: The Register of Members of the Company
-
“Relevant Directors”
-
: Has the meaning ascribed to it in paragraph 2.10.3 of this Appendix
-
“SFA”
-
: The Securities and Futures Act 2001 of Singapore, as amended or modifi ed from time to time
“SGX-ST”
-
: Singapore Exchange Securities Trading Limited
-
“Share Purchase” : The purchase or acquisition of issued Share(s) by the Company pursuant to the terms of the Share Purchase Mandate
-
“Share Purchase Mandate” : The mandate to authorise the Directors to exercise all powers of the Company to purchase or otherwise acquire its issued Shares on the terms of such mandate
-
“Shareholders” : Means:
-
“Shareholders”
-
(a) where the Depository is named in the Register of Members as the holder of shares, a Depositor in respect of the number of shares standing to the credit of his name in the Depository Register; and
-
(b) in any other case, a person whose name appears on the Register of Members maintained by the Company pursuant to Section 190 of the Companies Act and/or any other applicable law
-
“Shares” : Ordinary shares in the capital of the Company “Substantial Shareholder” : A person who has an interest in one or more voting shares (excluding treasury shares) in a company and the total votes attached to such share(s) is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in the company
-
“Take-over Code” : The Singapore Code on Take-overs and Mergers, as amended or modifi ed from time to time
-
“treasury shares” : Issued Shares which were (or are treated as having been) purchased by the Company in circumstances in which Section 76H of the Companies Act applies, and have been held by the Company continuously since purchased
-
“S$” and “cents” : Singapore dollars and cents, respectively “%” or “per cent.” : Percentage or per centum
The terms “ Depositor ”, “ Depository Agent ” and “ Depository Register ” shall have the meanings ascribed to them respectively in Section 81SF of the SFA.
The term “ subsidiary ” shall have the meaning ascribed to it in Section 5 of the Companies Act.
The term “ subsidiary holdings ” shall have the meaning ascribed to it in the Listing Manual.
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Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa . References to persons shall include corporations.
Any reference in this Appendix to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any word defi ned under the Companies Act, the SFA, the Listing Manual, the Take-over Code or any modifi cation thereof and used in this Appendix shall have the meaning assigned to it under the Companies Act, the SFA, the Listing Manual, the Take-over Code or any modifi cation thereof, as the case may be, unless otherwise provided.
The headings in this Appendix are inserted for convenience only and shall be ignored in construing this Appendix.
Any reference to a time of day and date in this Appendix is a reference to Singapore time and date, respectively, unless otherwise stated. Any reference to currency set out in this Appendix is a reference to S$ unless otherwise stated.
Any discrepancies in fi gures included in this Appendix between the amounts shown and the totals thereof are due to rounding. Accordingly, fi gures shown as totals in this Appendix may not be an arithmetic aggregation of the fi gures that precede them.
Rajah & Tann Singapore LLP has been appointed as the legal adviser to the Company as to Singapore law in relation to the proposed renewal of the Share Purchase Mandate.
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(Share Buy Back)
AZTECH GLOBAL LTD.
(Incorporated in the Republic of Singapore on 27 May 2009) (Company Registration No.: 200909384G)
Board of Directors
Mr. Michael Mun Hong Yew (Executive Chairman and Chief Executive Offi cer) Mr. Jeremy Mun Weng Hung (Executive Director and Chief Operating Offi cer) Mr. Christopher Huang Junli (Lead Independent Director)
Registered Offi ce
31 Ubi Road 1 #01-05 Singapore 408694
Ms. Jeann Low Ngiap Jong (Independent Director)
Mr. Larry Tan Jwee Meng (Independent Director)
Mr. Tan Teik Seng (Independent Director)
2 April 2026
To: The Shareholders of Aztech Global Ltd.
Dear Shareholders
1. INTRODUCTION
We refer to Ordinary Resolution 9 set out in the Notice convening the 2026 AGM to be held on 20 April 2026, relating to the proposed renewal of the Share Purchase Mandate.
The purpose of this Appendix is to provide Shareholders with information relating to the proposed renewal of the Share Purchase Mandate to be tabled at the 2026 AGM, and to seek Shareholders’ approval at the 2026 AGM for the same.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Appendix.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, tax advisor or other professional adviser immediately.
2. THE PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE
2.1 Background
At the 2025 AGM held on 11 April 2025, Shareholders had approved the renewal of the share purchase mandate (the “ 2025 Share Purchase Mandate ”) to enable the Company to purchase or otherwise acquire issued Shares. The rationale for, and the authority and limitations on, the 2025 Share Purchase Mandate were set out in the appendix to the notice of the 2025 AGM dated 25 March 2025.
The 2025 Share Purchase Mandate will expire on the date of the forthcoming AGM, being the 2026 AGM. Accordingly, Shareholders’ approval is being sought for the renewal of the Share Purchase Mandate at the 2026 AGM.
2.2 Shares Purchased or Acquired during the Previous 12 Months
As at the Latest Practicable Date, the Company has not purchased or acquired any Shares pursuant to the 2025 Share Purchase Mandate approved by Shareholders at the 2025 AGM.
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2.3 Rationale
The proposed Share Purchase Mandate will give the Company the fl exibility to undertake purchases or acquisitions of its issued Shares during the period when the Share Purchase Mandate is in force, if and when circumstances permit. The purchases or acquisitions of Shares may, depending on market conditions and funding arrangements at the time, allow the Directors to better manage the Company’s capital structure with a view to enhancing the earnings per share and/ or net asset value per share of the Group. The purchases or acquisitions of Shares may, in appropriate circumstances, also help to mitigate short-term market volatility in the Company’s share price, offset the effects of short-term speculation and bolster Shareholders’ confi dence. The Share Purchase Mandate may also be used to purchase or acquire existing Shares to satisfy options granted or awards given in relation to the Aztech Employee Share Option Scheme, the Aztech Performance Share Plan and any other employee share schemes which may be implemented by the Company, and allow the management of the Company to effectively manage and minimise the dilution impact (if any) associated with employee share schemes.
The Directors will decide whether to effect the purchases or acquisitions of its Shares via Market Purchases or OffMarket Purchases (both as defi ned below), after taking into account the prevailing market conditions, the fi nancial position of the Group and other relevant factors.
2.4 Terms of the Share Purchase Mandate
The authority and limitations placed on the purchases or acquisitions of Shares by the Company pursuant to the Share Purchase Mandate, if renewed at the 2026 AGM, are substantially the same as those previously approved by Shareholders at the 2025 AGM. These are summarised below:
2.4.1 Maximum Number of Shares
Only Shares which are issued and fully paid-up may be purchased or acquired by the Company.
The total number of Shares that may be purchased or acquired by the Company pursuant to the Share Purchase Mandate must not exceed 10% of the total number of Shares (excluding subsidiary holdings and any Shares which are held as treasury shares) in issue as at the date of the 2026 AGM at which the renewal of the Share Purchase Mandate is approved, unless the Company has reduced its share capital by a special resolution under Section 78C of the Companies Act, in which event the total number of Shares shall be taken to be the total number of Shares as altered by the special resolution.
As at the Latest Practicable Date, the Company is holding 2,032,000 Shares as treasury shares and has no subsidiary holdings. Purely for illustrative purposes, on the basis of a total of 771,793,545 issued Shares (excluding treasury shares) as at the Latest Practicable Date, and assuming that no further Shares are issued, no further Shares are purchased or acquired and held by the Company as treasury shares and that there are no subsidiary holdings, on or prior to the 2026 AGM, not more than 77,179,354 Shares (representing 10% of the total number of Shares in issue as at that date (excluding treasury shares and subsidiary holdings)) may be purchased by the Company pursuant to the Share Purchase Mandate.
2.4.2 Duration of Authority
Purchases or acquisitions of Shares by the Company may be made, at any time and from time to time, on and from the date of the 2026 AGM at which the renewal of the Share Purchase Mandate is approved, up to the earliest of:
-
(a) the date on which the next annual general meeting of the Company is held or required by law to be held; or
-
(b) the date on which purchases or acquisitions of Shares are carried out to the full extent mandated; or
-
(c) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Company in general meeting.
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The Share Purchase Mandate may be renewed by the Shareholders at the next annual general meeting or at any other general meeting of the Company. When seeking the approval of the Shareholders for the renewal of the Share Purchase Mandate, the Company is required to disclose details pertaining to purchases or acquisitions of Shares pursuant to the Share Purchase Mandate made during the previous 12 months, including the total number of Shares purchased or acquired, the purchase price per Share or the highest and lowest prices paid for such purchases or acquisitions of Shares, where relevant, and the total consideration paid for such purchases or acquisitions.
2.4.3 Manner of Purchases or Acquisitions of Shares
Purchases or acquisitions of Shares by the Company may be made by way of:
-
(a) an on-market purchase transacted through the SGX-ST’s trading system, through one or more duly licensed stockbrokers appointed by the Company for the purpose (“ Market Purchase ”); and/or
-
(b) an off-market purchase in accordance with an equal access scheme as defi ned in Section 76C of the Companies Act (“ Off-Market Purchase ”).
In an Off-Market Purchase, the Directors may impose such terms and conditions, which are not inconsistent with the Share Purchase Mandate, the Constitution, the Listing Manual, the Companies Act and other applicable laws and regulations, as they consider fi t in the interests of the Company in connection with or in relation to an equal access scheme or schemes.
Under the Companies Act, an equal access scheme must satisfy all the following conditions:
-
(a) the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares;
-
(b) all of those persons have a reasonable opportunity to accept the offers made to them; and
-
(c) the terms of all the offers are the same except that there must be disregarded:
-
(i) differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements;
-
(ii) differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and
-
(iii) differences in the offers introduced solely to ensure that each person is left with a whole number of shares.
Under the Listing Manual, in making an Off-Market Purchase, a listed company must issue an offer document to all shareholders containing, inter alia , the following information:
-
(a) the terms and conditions of the offer;
-
(b) the period and procedures for acceptances;
-
(c)
-
the reasons for the proposed share purchases;
-
(d) the consequences, if any, of share purchases by the listed company that will arise under the Take-over Code or other applicable take-over rules;
-
(e) whether the share purchases, if made, could affect the listing of the listed company’s equity securities on the SGX-ST;
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-
(f) details of any share purchases made by the listed company in the previous 12 months (whether by way of Market Purchases or Off-Market Purchases), giving the total number of shares purchased, the purchase price per share or the highest and lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases; and
-
(g) whether the shares purchased by the listed company will be cancelled or kept as treasury shares.
2.4.4
Maximum Purchase Price
The purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) to be paid for the Shares will be determined by the Directors, provided that such purchase price must not exceed:
-
(a) in the case of a Market Purchase, 105% of the Average Closing Price (as defi ned hereinafter); and
-
(b) in the case of an Off-Market Purchase, 120% of the Average Closing Price (as defi ned hereinafter),
-
(“ Maximum Price ”) in either case, excluding related expenses of the purchase or acquisition.
For the purposes of this Appendix:
“ Average Closing Price ” means the average of the Closing Market Prices of the Shares over the last fi ve (5) Market Days on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during such fi veMarket Day period and the day of the Market Purchase or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase;
“ Closing Market Price ” means the last dealt price for a Share transacted through the SGX-ST’s trading system as shown in any publication of the SGX-ST or other sources; and
“ date of the making of the offer ” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of Shares from Shareholders, stating the purchase price (which must not be more than the Maximum Price calculated on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.
2.5
Status of Purchased or Acquired Shares: Held in Treasury or Cancelled
Any Shares purchased or acquired pursuant to the Share Purchase Mandate will be dealt with in such manner as may be permitted by the Companies Act.
Under the Companies Act, any Share purchased or acquired by the Company is deemed to be cancelled immediately on purchase or acquisition (and all rights and privileges attached to that Share shall expire on cancellation), unless such Share is held by the Company in treasury in accordance with Sections 76H to 76K of the Companies Act. Accordingly, the total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company, which are cancelled and are not held as treasury shares.
2.5.1 Treasury Shares
Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Certain provisions on treasury shares under the Companies Act are summarised below:
- (a) Maximum Holding: The aggregate number of Shares held by the Company as treasury shares must not at any time exceed 10% of the total number of Shares (excluding subsidiary holdings and any Shares which are held as treasury shares) in issue at that time. In the event that the aggregate number of treasury shares held by the Company exceeds the aforesaid limit, the Company must dispose of or cancel the excess treasury shares in accordance with Section 76K of the Companies Act within six (6) months from the day the aforesaid limit is fi rst exceeded, or such further period as may be allowed by ACRA.
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- (b) Voting and Other Rights: The Company must not exercise any right in respect of the treasury shares. In particular, the Company must not exercise any right to attend or vote at meetings and for the purposes of the Companies Act, the Company is to be treated as having no right to vote and the treasury shares are to be treated as having no voting rights.
In addition, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members of the Company on a winding up) may be made, to the Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect of the treasury shares is allowed. A subdivision or consolidation of any treasury share into treasury shares of a greater or smaller amount is allowed so long as the total value of the treasury shares after the subdivision or consolidation is the same as before.
-
(c) Disposal or Cancellation: Where Shares are held as treasury shares, the Company may at any time:
-
(i) sell the treasury shares (or any of them) for cash;
-
(ii) transfer the treasury shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, directors or other persons, including the Aztech Employee Share Option Scheme and the Aztech Performance Share Plan;
-
(iii) transfer the treasury shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
-
(iv)
-
cancel the treasury shares (or any of them); or
-
(v) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister for Finance may by order prescribe.
In addition, under the Listing Manual, an immediate announcement must be made of any sale, transfer, cancellation and/or use of treasury shares. Such announcement must include details such as (A) the date of the sale, transfer, cancellation and/or use of such treasury shares, (B) the purpose of such sale, transfer, cancellation and/or use of such treasury shares, (C) the number of treasury shares which have been sold, transferred, cancelled and/or used, (D) the number of treasury shares before and after such sale, transfer, cancellation and/or use, (E) the percentage of the number of treasury shares against the total number of issued shares (of the same class as the treasury shares) which are listed before and after such sale, transfer, cancellation and/or use and (F) the value of the treasury shares if they are used for a sale or transfer, or cancelled.
2.5.2 Purchased or Acquired Shares Cancelled
Under the Companies Act, where Shares purchased or acquired by the Company are cancelled, the Company must:
-
(a) reduce the amount of its share capital where the Shares were purchased or acquired out of the capital of the Company;
-
(b) reduce the amount of its profi ts where the Shares were purchased or acquired out of the profi ts of the Company; or
-
(c) reduce the amount of its share capital and profi ts proportionately where the Shares were purchased or acquired out of both the capital and the profi ts of the Company,
by the total amount of the purchase price paid by the Company for the Shares cancelled, which includes any expenses (including brokerage or commission) incurred directly in such purchase or acquisition of Shares.
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Shares which are cancelled will be automatically delisted by the SGX-ST, and certifi cates (if any) in respect thereof will be cancelled and destroyed by the Company as soon as reasonably practicable following such cancellation. The total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company and which are cancelled and not held as treasury shares.
2.6 Source of Funds
In purchasing or acquiring its Share s, the Company may only apply funds legally available for such purchase or acquisition as provided in the Constitution of the Company and in accordance with applicable laws in Singapore.
Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the Company’s profi ts and/or capital so long as the Company is solvent. Under Section 76F(4) of the Companies Act, the Company is solvent if at the date of payment for the purchase or acquisition of its Shares, the following conditions are satisfi ed:
-
(a) there is no ground on which the Company could be found to be unable to pay its debts,
-
(b) if:
-
(i) it is intended to commence winding up within the period of 12 months immediately after the date of payment, the Company will be able to pay its debts in full within such period, or
-
(ii) it is not intended so to commence winding up, the Company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of payment; and
-
(c) the value of the Company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed purchase or acquisition of Shares become less than the value of its liabilities (including contingent liabilities).
The Company intends to use the Group’s internal resources or external borrowings, or a combination of both to fi nance its purchases or acquisitions of Shares pursuant to the Share Purchase Mandate. In purchasing or acquiring Shares pursuant to the Share Purchase Mandate, the Directors will, principally, consider the availability of internal resources and thereafter consider the availability of external fi nancing.
The Directors do not propose to exercise the Share Purchase Mandate in a manner and to such an extent that would materially and adversely affect the working capital requirements, the fi nancial position of the Group taken as a whole, the fi nancial fl exibility or the investment ability of the Group. The purchase of its own Shares will only be effected after considering relevant factors such as the working capital requirements, availability of fi nancial resources, the expansion and investment plans of the Group and the prevailing market conditions.
2.7
Financial Effects
The fi nancial effects on the Company and the Group arising from purchases or acquisitions of Shares which may be made pursuant to the Share Purchase Mandate will depend on, inter alia , the aggregate number of Shares purchased or acquired, the price paid for such Shares, whether the purchase or acquisition is made out of capital or profi ts of the Company, the amount (if any) borrowed by the Group to fund the purchases or acquisitions, and whether the Shares purchased or acquired are held in treasury or cancelled. The fi nancial effects on the Company and the Group, based on the audited fi nancial accounts of the Company and the Group for FY2025, are based on the assumptions set out below.
2.7.1 Purchase or Acquisition of Shares made out of Capital and/or Profi ts
- Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the Company’s profi ts and/or capital so long as the Company is solvent.
Where the purchase or acquisition of Shares is made out of capital, the profi ts available for distribution as dividends by the Company will not be reduced.
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Where the purchase or acquisition of Shares is made out of profi ts, the purchase price paid by the Company for the Shares will correspondingly reduce the profi ts available for distribution as dividends by the Company.
Based on the audited accounts of the Company for FY2025, the Company had retained profi ts of about S$93.72 million as at 31 December 2025. Accordingly, in respect of the Share Purchase Mandate sought at the 2026 AGM, it is expected that the purchases or acquisitions of Shares will be made out of capital.
For the purposes of paragraph 2.7 of this Appendix, the purchase price paid by the Company for the Shares does not include any expenses (including brokerage or commission) incurred in such purchase or acquisition of the Shares.
2.7.2 Number of, and Maximum Price paid for, Shares Purchased or Acquired
As at the Latest Practicable Date, the Company has a total of 771,793,545 Shares in issue (excluding treasury shares) and has no subsidiary holdings. Further, as at the Latest Practicable Date, the Company has a total of 2,032,000 treasury shares.
Based on 771,793,545 Shares in issue (excluding treasury shares and subsidiary holdings) as at the Latest Practicable Date and assuming that no further Shares are issued, no further Shares are purchased or acquired and held by the Company as treasury shares and there are no subsidiary holdings on or prior to the forthcoming 2026 AGM, the purchase or acquisition by the Company of up to the maximum limit of 10% of the total number of its issued Shares (excluding treasury shares and subsidiary holdings) will result in the purchase or acquisition by the Company of up to 77,179,354 Shares.
The fi nancial effects of the purchase or acquisition of Shares by the Company set out below in this paragraph 2.7 are on the basis of the purchase or acquisition of 77,179,300 Shares (rounded down to the nearest 100 Shares) made entirely out of the capital of the Company.
In the case of Market Purchases by the Company made entirely out of capital and assuming that the Company purchases or acquires 77,179,300 Shares at the Maximum Price of S$0.79 for each Share (being the price equivalent to 105% of the Average Closing Price of the Shares over the last fi ve Market Days on the SGXST, on which transactions in the Shares were recorded, immediately preceding the Latest Practicable Date (rounded down to the nearest S$0.005)), the maximum amount of funds required for the purchase or acquisition of 77,179,300 Shares is approximately S$60.97 million.
In the case of Off-Market Purchases by the Company made entirely out of capital and assuming that the Company purchases or acquires 77,179,300 Shares at the Maximum Price of S$0.90 for each Share (being the price equivalent to 120% of the Average Closing Price of the Shares over the last fi ve Market Days on the SGX-ST, on which transactions in the Shares were recorded, immediately preceding the Latest Practicable Date (rounded down to the nearest S$0.005)), the maximum amount of funds required for the purchase or acquisition of 77,179,300 Shares is approximately S$69.46 million.
2.7.3
Illustrative Financial Effects
It is not possible for the Company to realistically calculate or quantify the fi nancial effects of Share purchases or acquisitions that may be made pursuant to the Share Purchase Mandate as the resultant effect would depend on, inter alia , the aggregate number of Shares purchased or acquired, the price paid for such Shares and whether the Shares purchased or acquired are held in treasury or cancelled.
Purely for illustrative purposes only, based on the audited fi nancial statements of the Company and the Group for FY2025, the assumptions stated above and assuming the following:
- (a) purchases or acquisitions of Shares by the Company are funded solely from internal resources;
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-
(b) the transaction costs incurred for such purchase or acquisition of Shares pursuant to the Share Purchase Mandate are assumed to be insignifi cant and have been ignored for the purpose of computing the fi nancial effects;
-
(c) there were no issuances of Shares after the Latest Practicable Date; and
-
(d) the proposed fi nal and special dividend amounting in aggregate to S$0.11 per Share which has been set out in Ordinary Resolutions 2 and 3 in the Notice convening the 2026 AGM has not been taken into account,
the effects of such purchases or acquisitions of Shares by way of Market Purchases and Off-Market Purchases on the fi nancial positions of the Company and the Group under each of the following Scenarios A and B (as explained below) are as set out in the tables below:
-
(i) Scenario A : Market Purchases or Off-Market Purchases (as the case may be) of 77,179,300 Shares made entirely out of capital and held as treasury shares ; and
-
(ii) Scenario B : Market Purchases or Off-Market Purchases (as the case may be) of 77,179,300 Shares made entirely out of capital and cancelled .
SHAREHOLDERS SHOULD NOTE THAT THE FINANCIAL EFFECTS SET OUT BELOW, BASED ON THE RESPECTIVE ASSUMPTIONS STATED BELOW, ARE FOR ILLUSTRATION PURPOSES ONLY AND ARE NOT NECESSARILY REPRESENTATIVE OF FUTURE FINANCIAL PERFORMANCE. IN ADDITION, THE ACTUAL IMPACT WILL DEPEND ON, INTER ALIA , THE ACTUAL NUMBER AND PRICE OF SHARES THAT MAY BE PURCHASED OR ACQUIRED BY THE COMPANY, WHETHER THE PURCHASE OR ACQUISITION OF SHARES IS MADE OUT OF THE PROFITS OR CAPITAL OF THE COMPANY AND WHETHER THE SHARES PURCHASED OR ACQUIRED ARE HELD IN TREASURY OR CANCELLED.
Although the Share Purchase Mandate would authorise the Company to purchase up to 10% of the total number of the Company’s issued Shares (excluding treasury shares and subsidiary holdings), the Company may not necessarily purchase or acquire or be able to purchase or acquire the entire 10% of the total number of the issued Shares (excluding treasury shares and subsidiary holdings) as mandated. In addition, the Company may cancel all or part of the Shares purchased or hold all or part of the Shares purchased in treasury. The Directors would emphasise that they do not propose to exercise the Share Purchase Mandate to such an extent that would, or in circumstances that might, result in a material adverse effect on the fi nancial position of the Group taken as a whole, or result in the Company being delisted from the SGX-ST.
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(1) Market Purchases[1]
| As at 31 December 2025 (audited) |
GROUP | |
|---|---|---|
| Before Share Purchase |
After Share Purchase |
|
| Share capital Treasury shares Other reserves Retained prof ts Share option reserve Currency translation reserve Shareholders’ funds NAV(1) Current assets Current liabilities Net current assets Total borrowings(2) Cash and bank balances Number of Shares (in ’000)(3) Treasury Shares (in ’000)(3) Weighted Average Number of Shares (in ’000) Financial Ratios EPS – (cents) NAV per Share – (cents)(3) Net gearing ratio (times)(4) Current ratio (times)(5) |
S$’000 | Scenario A Scenario B S$’000 S$’000 |
| 206,166 (1,992) 10,083 97,064 844 (20,538) |
206,166 145,194 (62,964) (1,992) 10,083 10,083 97,064 97,064 844 844 (20,538) (20,538) |
|
| 291,627 | 230,655 230,655 |
|
| 291,627 400,412 124,883 |
230,655 230,655 339,440 339,440 124,883 124,883 |
|
| 275,529 | 214,557 214,557 |
|
| 13,131 123,336 771,794 2,032 771,794 5.20 37.79 – 3.21 |
13,131 13,131 62,364 62,364 694,615 694,615 79,211 2,032 694,615 694,615 5.78 5.78 33.21 33.21 – – 2.72 2.72 |
Notes:
(1) NAV equals to total assets less total liabilities and excludes non-controlling interests.
- (2) Total borrowings comprise bank borrowings and lease liabilities.
(3) Based on the number of Shares issued as at the Latest Practicable Date and adjusted for the effect of the Share purchases or acquisitions.
(4) Net gearing ratio means total borrowings less cash and bank balances divided by shareholders’ funds.
- (5) Current ratio means current assets divided by current liabilities.
1 This is computed based on 771,793,545 Shares in issue as at the Latest Practicable Date.
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| As at 31 December 2025 (audited) |
COMPANY |
|---|---|
| Before Share Purchase After Share Purchase |
|
| Share capital Treasury shares Capital reserve Share option reserve Retained prof ts Shareholders’ funds NAV(1) Current assets Current liabilities Net current assets Total borrowings(2) Cash and bank balances Number of Shares (in ’000)(3) Treasury Shares (in ’000)(3) Weighted Average Number of Shares (in ’000) Financial Ratios EPS – (cent) NAV per Share – (cents)(3) Net gearing ratio (times)(4) Current ratio (times)(5) |
Scenario A Scenario B S$’000 S$’000 S$’000 |
| 206,166 206,166 145,194 (1,992) (62,964) (1,992) 11,649 11,649 11,649 844 844 844 93,716 93,716 93,716 |
|
| 310,383 249,411 249,411 |
|
| 310,383 249,411 249,411 256,046 195,074 195,074 24,213 24,213 24,213 |
|
| 231,833 170,861 170,861 |
|
| 464 464 464 98,644 37,672 37,672 771,794 694,615 694,615 2,032 79,211 2,032 771,794 694,615 694,615 12.77 14.19 14.19 40.22 35.91 35.91 – – – 10.57 8.06 8.06 |
Notes:
(1) NAV equals to total assets less total liabilities and excludes non-controlling interests.
(2) Total borrowings comprise lease liabilities.
(3) Based on the number of Shares issued as at the Latest Practicable Date and adjusted for the effect of the Share purchases or acquisitions.
(4) Net gearing ratio means total borrowings less cash and bank balances divided by shareholders’ funds.
(5) Current ratio means current assets divided by current liabilities.
(a) Scenario A: Market Purchases of 77,179,300 Shares made entirely out of capital and held as treasury shares[(1)]
As illustrated under Scenario A in the tables above, such purchase of Shares will have the effect of reducing the working capital and NAV of the Company and of the Group by the dollar value of the Shares purchased. The consolidated NAV per Share of the Group as at 31 December 2025 will decrease from 37.79 cents to 33.21 cents.
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(b) Scenario B: Market Purchases of 77,179,300 Shares made entirely out of capital and cancelled[(1)]
As illustrated under Scenario B in the tables above, such purchase of Shares will have the effect of reducing the working capital and NAV of the Company and of the Group by the dollar value of the Shares purchased. The consolidated NAV per Share of the Group as at 31 December 2025 will decrease from 37.79 cents to 33.21 cents.
Note:
- (1) Assuming that the purchase of Shares had taken place on 1 January 2025, the consolidated basic EPS of the Group for FY2025 would be increased from 5.20 cents to 5.78 cents per Share as a result of the reduction in the number of issued Shares. No adjustments have been made to take into account foregone interest income as a result of the use of funds for the purchase of Shares.
(2) Off-Market Purchases[2]
| As at 31 December 2025 (audited) |
GROUP |
|---|---|
| Before Share Purchase After Share Purchase |
|
| Share capital Treasury shares Other reserves Retained prof ts Share option reserve Currency translation reserve Shareholders’ funds NAV(1) Current assets Current liabilities Net current assets Total borrowings(2) Cash and bank balances Number of Shares (in ’000)(3) Treasury Shares (in ’000)(3) Weighted Average Number of Shares (in ’000) Financial Ratios EPS – (cents) NAV per Share – (cents)(3) Net gearing ratio (times)(4) Current ratio (times)(5) |
Scenario A Scenario B S$’000 S$’000 S$’000 |
| 206,166 206,166 136,705 (1,992) (71,453) (1,992) 10,083 10,083 10,083 97,064 97,064 97,064 844 844 844 (20,538) (20,538) (20,538) |
|
| 291,627 222,166 222,166 |
|
| 291,627 222,166 222,166 400,412 330,951 330,951 124,883 124,883 124,883 |
|
| 275,529 206,068 206,068 |
|
| 13,131 13,131 13,131 123,336 53,875 53,875 771,794 694,615 694,615 2,032 79,211 2,032 771,794 694,615 694,615 5.20 5.78 5.78 37.79 31.98 31.98 – – – 3.21 2.65 2.65 |
2 This is computed based on 771,793,545 Shares in issue as at the Latest Practicable Date.
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Notes:
-
(1) NAV equals to total assets less total liabilities and excludes non-controlling interests.
-
(2) Total borrowings comprise bank borrowings and lease liabilities.
-
(3) Based on the number of Shares issued as at the Latest Practicable Date and adjusted for the effect of the Share purchases or acquisitions.
-
(4) Gearing ratio means total borrowings less cash and bank balances divided by shareholders’ funds.
-
(5) Current ratio means current assets divided by current liabilities.
| As at 31 December 2025 (audited) |
COMPANY |
|---|---|
| Before Share Purchase After Share Purchase |
|
| Share capital Treasury shares Capital reserve Share option reserve Retained prof ts Shareholders’ funds NAV(1) Current assets Current liabilities Net current assets Total borrowings(2) Cash and bank balances Number of Shares (in ’000)(3) Treasury Shares (in ’000)(3) Weighted Average Number of Shares (in ’000) Financial Ratios EPS – (cent) NAV per Share – (cents)(3) Net gearing ratio (times)(4) Current ratio (times)(5) |
Scenario A Scenario B S$’000 S$’000 S$’000 |
| 206,166 206,166 136,705 (1,992) (71,453) (1,992) 11,649 11,649 11,649 844 844 844 93,716 93,716 93,716 |
|
| 310,383 240,922 240,922 |
|
| 310,383 240,922 240,922 256,046 186,585 186,585 24,213 24,213 24,213 |
|
| 231,833 162,372 162,372 |
|
| 464 464 464 98,644 29,183 29,183 771,794 694,615 694,615 2,032 79,211 2,032 771,794 694,615 694,615 12.77 14.19 14.19 40.22 34.68 34.68 – – – 10.57 7.71 7.71 |
Notes:
(1) NAV equals to total assets less total liabilities and exclude non-controlling interests.
- (2) Total borrowings comprise lease liabilities.
(3) Based on the number of Shares issued as the Latest Practicable Date and adjusted for the effect of the Share purchases or acquisitions.
(4) Net gearing ratio means total borrowings less cash and bank balances divided by shareholders’ funds.
- (5) Current ratio means current assets divided by current liabilities.
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- (a) Scenario A: Off-Market Purchases of 77,179,300 Shares made entirely out of capital and held as treasury shares[(1)]
As illustrated under Scenario A in the tables above, such purchase of Shares will have the effect of reducing the working capital and NAV of the Company and of the Group by the dollar value of the Shares purchased. The consolidated NAV per Share of the Group as 31 December 2025 will decrease from 37.79 cents to 31.98 cents.
- (b) Scenario B: Off-Market Purchases of 77,179,300 Shares made entirely out of capital and cancelled[(1)]
As illustrated under Scenario B in the tables above, such purchase of Shares will have the effect of reducing the working capital and NAV of the Company and of the Group by the dollar value of the Shares purchased. The consolidated NAV per Share of the Group as at 31 December 2025 will decrease from 37.79 cents to 31.98 cents.
Note:
- (1) Assuming that the purchase of Shares had taken place on 1 January 2025, the consolidated basic EPS of the Group for FY2025 would be increased from 5.20 cents to 5.78 cents per Share as a result of the reduction in the number of issued Shares. No adjustments have been made to take into account foregone interest income as a result of the use of funds for the purchase of Shares.
2.8 Tax Implications
Shareholders who are in doubt as to their respective tax positions or any tax implications arising from the purchase or acquisition of Shares by the Company, including those who may be subject to tax in a jurisdiction outside Singapore, should consult their own professional advisers.
2.9 Listing Manual
2.9.1 No Purchases during Price Sensitive Developments
Whilst the Listing Manual does not expressly prohibit any purchase of shares by a listed company during any particular time or times, because the listed company would be regarded as an “insider” in relation to any proposed purchase or acquisition of its issued shares, the Company will not undertake any purchase or acquisition of Shares pursuant to the proposed Share Purchase Mandate at any time after a price sensitive development has occurred or has been the subject of a consideration and/or decision of the Board of Directors until the price sensitive information has been publicly announced.
In particular, in line with Rule 1207(19) of the Listing Manual, the Company will not purchase or acquire any Shares through Market Purchases or Off-Market Purchases during the period of one (1) month immediately preceding the announcement of the Company’s half-year and full year fi nancial statements (if the Company does not announce its quarterly fi nancial statements) or, if the Company announces its quarterly fi nancial statements (whether required by the SGX-ST or otherwise), during the period of two (2) weeks immediately preceding the announcement of the Company’s fi nancial statements for each of the fi rst three quarters of its fi nancial year and one (1) month before the announcement of the Company’s full year fi nancial statements.
2.9.2 Listing Status of the Shares
Under Rule 723 of the Listing Manual, a listed company shall ensure that at least 10% of the total number of issued Shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public. The word “ public ” is defi ned in the Listing Manual as persons other than directors, chief executive offi cer, substantial shareholders, or controlling shareholders of the listed company and its subsidiaries, as well as the associates of such persons.
163
Appendix to Annual Report
(Share Buy Back)
As at the Latest Practicable Date, there are approximately 228,365,945 Shares, representing approximately 29.59% of the total number of issued Shares (excluding treasury shares), held by the public. In the event that the Company purchases the maximum of 10% of its total number of issued Shares (excluding treasury shares) from public Shareholders, based on information available as at the Latest Practicable Date, the percentage of the Company’s public fl oat would be reduced to approximately 21.77% of the total number of Shares in issue (excluding treasury shares). Accordingly, based on information available as at the Latest Practicable Date, the Directors are of the view that, at present, there is a suffi cient number of Shares in issue (excluding treasury shares) held by public Shareholders that would permit the Company to potentially undertake purchases or acquisitions of Shares through Market Purchases up to the full 10% limit pursuant to the Share Purchase Mandate without affecting adversely the listing status of the Shares on the SGX-ST, and the number of Shares remaining in the hands of the public will not fall to such a level as to cause market illiquidity or adversely affect orderly trading of the Shares.
Although the Share Purchase Mandate would authorise the Company to purchase up to 10% of the total number of the Company’s issued Shares (excluding treasury shares and subsidiary holdings), the Company may not necessarily purchase or acquire or be able to purchase or acquire the entire 10% of the total number of the issued Shares (excluding treasury shares and subsidiary holdings) as mandated. The Directors would emphasise that they do not propose to exercise the Share Purchase Mandate to such an extent that would, or in circumstances that might, result in the Company being delisted from the SGX-ST.
2.9.3
Reporting Requirements
The Listing Manual specifi es that a listed company shall report all purchases or acquisitions of its shares to the SGX-ST not later than 9.00 a.m.:
-
(a) in the case of a Market Purchase, on the Market Day following the day of purchase or acquisition of any of its shares; and
-
(b) in the case of an Off-Market Purchase, on the second Market Day after the close of acceptances of the offer.
Such announcement must include details of the date of the purchase, the total number of shares purchased, the number of shares cancelled, the number of shares held as treasury shares, the purchase price per share or the highest and lowest prices paid for such shares, as applicable, the total consideration (including stamp duties and clearing charges) paid or payable for the shares, the number of shares purchased as at the date of announcement (on a cumulative basis), the number of issued shares (excluding treasury shares and subsidiary holdings) after the purchase, the number of treasury shares held after the purchase and the number of subsidiary holdings after the purchase.
The Directors are required, under the Companies Act, to lodge with ACRA within 30 days of the purchase or acquisition of Shares on the SGX-ST the notice of purchase or acquisition of the Shares in the prescribed form and provide certain particulars including the date of the purchase or acquisition, the number of Shares purchased or acquired, the number of Shares cancelled, the number of Shares held as treasury shares, the issued share capital of the Company before and after the purchase or acquisition, the amount of consideration paid by the Company for the purchase or acquisition of the Shares, and whether the Shares were purchased or acquired out of the profi ts or the capital of the Company.
2.9.4
Listing Manual
The Listing Manual restricts a listed company from purchasing its shares by way of market purchases at a price per share which is more than 5% above the Average Closing Price. The Maximum Price for the Shares in relation to Market Purchases referred to in paragraph 2.4.4 above complies with this requirement. Although the Listing Manual does not prescribe a maximum price in relation to purchases of shares by way of off-market purchases, the Company has set a cap of 20% above the average closing price of the Shares as the Maximum Price for the Shares to be purchased or acquired by way of an Off-Market Purchase.
Annual Report 2025
164
Appendix to Annual Report
(Share Buy Back)
2.10 Certain Take-over Code implications arising from the Proposed Share Purchase Mandate
Certain take-over implications arising from the purchase or acquisition of Shares by the Company pursuant to the Share Purchase Mandate are summarised below.
If, as a result of any purchase or acquisition of Shares made by the Company under the Share Purchase Mandate, the proportionate interest of a Shareholder and persons acting in concert with him in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 14 of the Take-over Code. Consequently, a Shareholder or group of Shareholders acting in concert could obtain or consolidate effective control of the Company and become obliged to make a take-over offer for the Company under Rule 14.
Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Unless the contrary is established, the Takeover Code presumes, inter alia , the following individuals and companies to be acting in concert with each other: (a) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts) and (b) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies and companies of which such companies are associated companies, all with each other. For this purpose, a company is an associated company of another company if the second-mentioned company owns or controls at least 20% but not more than 50% of the voting rights of the fi rst-mentioned company.
The circumstances under which Shareholders, including Directors, and persons acting in concert with them, respectively, will incur an obligation to make a take-over offer as a result of a purchase or acquisition of Shares by the Company are set out in Rule 14 and Appendix 2 of the Take-over Code.
In general terms, the effect of Rule 14 and Appendix 2 is that unless exempted, Directors and persons acting in concert with them will incur an obligation to make a take-over offer under Rule 14 if, as a result of a purchase or acquisition of Shares by the Company:
-
(a) the percentage of voting rights held by such Directors and their concert parties in the Company increases to 30% or more; or
-
(b) if the Directors and their concert parties hold between 30% and 50% of the Company’s voting rights, and their voting rights increase by more than 1% in any period of six months.
Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not be required to make a take-over offer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder would increase to 30% or more, or, if such Shareholder holds between 30% to 50% of the Company’s voting rights, the voting rights of such Shareholder would increase by more than 1% in any period of six months. Such Shareholder need not abstain from voting in respect of the resolution authorising the Share Purchase Mandate.
Any Shares held by the Company as treasury shares shall be excluded from the calculation of the percentages of voting rights under the Take-over Code referred to above.
165
Appendix to Annual Report
(Share Buy Back)
2.10.1 Shareholding Interests of Directors
Based on information in the Register of Directors’ Shareholdings as at the Latest Practicable Date, the interests of the Directors in the Shares before and after the purchase or acquisition of Shares pursuant to the Share Purchase Mandate, on the basis that (a) the Company purchases the maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date, (b) there is no change in the number of Shares in which the Directors have an interest as at the Latest Practicable Date , (c) there are no further issues of Shares, and (d) there are no subsidiary holdings, will be as follows:
| Name of Director | Number of Shares Held | % Before Share Purchase % After Share Purchase |
|
|---|---|---|---|
| Direct Interest Deemed Interest Total Interest |
|||
| Michael Mun Hong Yew(1) Jeremy Mun Weng Hung(2) Christopher Huang Junli Jeann Low Ngiap Jong(3) Larry Tan Jwee Meng Tan Teik Seng |
142,899,200 399,798,400 542,697,600 – 200,000 200,000 – – – – 150,000 150,000 – – – – – – |
70.3164 78.1294 0.0259 0.0288 – – 0.0194 0.0216 – – – – |
Notes:
-
(1) Mr Michael Mun Hong Yew holds 142,899,200 Shares directly in his CDP account. Mr Michael Mun Hong Yew also holds 155,649,200 Shares through DBS Nominees Pte Ltd and 184,149,200 Shares through United Overseas Bank Nominees (Private) Limited. Each of the aforementioned nominee accounts are jointly held by Mr Michael Mun Hong Yew and Mdm Siew Yoke Ping. Mr Michael Mun Hong Yew wholly owns Clova Investments Ltd, which in turn has a controlling interest in Mun Siew Capital Pte. Ltd.. Accordingly, Mr Michael Mun Hong Yew is also deemed to be interested in the 33,000,000 Shares held in Mun Siew Capital Pte. Ltd.’s DBS Nominees Pte Ltd account and the 27,000,000 Shares held in Mun Siew Capital Pte. Ltd.’s United Overseas Bank Nominees (Private) Limited account.
-
(2) Mr Jeremy Mun Weng Hung is deemed to be interested in 200,000 Shares held by DBS Nominees Pte. Ltd. as his nominee.
-
(3) Ms Jeann Low Ngiap Jong is deemed to be interested in 150,000 Shares held by DBS Nominees Pte. Ltd. as her nominee.
2.10.2 Shareholding Interests of Substantial Shareholders
Based on information in the Register of Substantial Shareholders as at the Latest Practicable Date, the interests of the Substantial Shareholders in the Shares before and after the purchase or acquisition of Shares pursuant to the Share Purchase Mandate, on the basis that (a) the Company purchases or acquires the maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date, (b) there is no change in the number of Shares in which the Substantial Shareholders have an interest as at the Latest Practicable Date , (c) there are no further issues of Shares, and (d) there are no subsidiary holdings, will be as follows:
| Name of Substantial Shareholder |
Number of Shares Held |
|---|---|
| Mun Siew Capital Pte. Ltd.(1) Clova Investments Ltd(2) Michael Mun Hong Yew(3) Siew Yoke Ping(4) |
– 60,000,000 60,000,000 7.7741 8.6379 – 60,000,000 60,000,000 7.7741 8.6379 142,899,200 399,798,400 542,697,600 70.3164 78.1294 – 339,798,400 339,798,400 44.0271 48.9190 |
Annual Report 2025
166
Appendix to Annual Report
(Share Buy Back)
Notes:
-
(1) Mun Siew Capital Pte. Ltd. is deemed to be interested in the 33,000,000 Shares held through its DBS Nominees Pte Ltd account and the 27,000,000 Shares held through its United Overseas Bank Nominees (Private) Limited account.
-
(2) Clova Investments Ltd wholly owns Mun Siew Capital Pte. Ltd, and is deemed to be interested in the 33,000,000 Shares held through Mun Siew Capital Pte. Ltd.’s DBS Nominees Pte Ltd account and the 27,000,000 Shares held in Mun Siew Capital Pte. Ltd.’s United Overseas Bank Nominees (Private) Limited account.
-
(3) Mr Michael Mun Hong Yew holds 142,899,200 Shares directly in his CDP account. Mr Michael Mun Hong Yew also holds 155,649,200 Shares through DBS Nominees Pte Ltd and 184,149,200 Shares through United Overseas Bank Nominees (Private) Limited. Each of the aforementioned nominee accounts are jointly held by Mr Michael Mun Hong Yew and Mdm Siew Yoke Ping. Mr Michael Mun Hong Yew wholly owns Clova Investments Ltd, which in turn has a controlling interest in Mun Siew Capital Pte. Ltd.. Accordingly, Mr Michael Mun Hong Yew is also deemed to be interested in the 33,000,000 Shares held in Mun Siew Capital Pte. Ltd.’s DBS Nominees Pte Ltd account and the 27,000,000 Shares held in Mun Siew Capital Pte. Ltd.’s United Overseas Bank Nominees (Private) Limited account
-
(4) Mdm Siew Yoke Ping is the spouse of Mr Michael Mun Hong Yew. Mdm Siew Yoke Ping is deemed to be interested in 339,798,400 Shares in the following nominee accounts jointly held by Mr Michael Mun Hong Yew and her: 155,649,200 Shares through DBS Nominees Pte Ltd and 184,149,200 Shares through United Overseas Bank Nominees (Private) Limited.
2.10.3 Consequences of Share Purchases or Acquisitions by the Company
Based on the Register of Directors’ Shareholdings and the Register of Substantial Shareholders of the Company, since the aggregate shareholdings and voting rights of Messrs Michael Mun Hong Yew and Jeremy Mun Weng Hung and their concert party(ies) (the “ Relevant Directors ”) in the Company are more than 50% of the total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date, the Relevant Directors would not be obliged to make a mandatory take-over offer for the Company under the Take-over Code in the event that the Company purchases or acquires the maximum 77,179,300 Shares (being 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the Latest Practicable Date) (rounded to the nearest hundred Share) pursuant to the Share Purchase Mandate.
The Directors are not aware of any other Substantial Shareholder or Director who would become obliged to make a take-over offer for the Company under Rule 14 of the Take-over Code as a result of the purchase by the Company of the maximum limit of 10% of its total number of issued Shares (excluding treasury shares) as at the Latest Practicable Date.
THE STATEMENTS HEREIN DO NOT PURPORT TO BE A COMPREHENSIVE OR EXHAUSTIVE DESCRIPTION OF ALL IMPLICATIONS THAT MAY ARISE UNDER THE TAKE-OVER CODE. SHAREHOLDERS WHO ARE IN DOUBT AS TO WHETHER THEY WOULD INCUR ANY OBLIGATION TO MAKE A TAKE-OVER OFFER UNDER THE TAKE-OVER CODE AS A RESULT OF ANY PURCHASE OR ACQUISITION OF SHARES BY THE COMPANY PURSUANT TO THE SHARE PURCHASE MANDATE ARE ADVISED TO CONSULT THEIR PROFESSIONAL ADVISERS AND/OR THE SECURITIES INDUSTRY COUNCIL OF SINGAPORE AT THE EARLIEST OPPORTUNITY.
2.11 Interested Persons
The Company is prohibited from knowingly buying Shares on the SGX-ST from an interested person, that is, a Director, the chief executive offi cer or controlling shareholder of the Company or any of their associates, and an interested person is prohibited from knowingly selling his Shares to the Company.
3. DIRECTORS’ RECOMMENDATION
Having considered the rationale for the proposed renewal of the Share Purchase Mandate as set out in paragraph 2.3 of this Appendix, the Directors are of the opinion that the proposed renewal of the Share Purchase Mandate is in the interests of the Company and, accordingly, recommend that Shareholders vote in favour of Ordinary Resolution 9 relating to the proposed renewal of the Share Purchase Mandate as set out in the Notice of the 2026 AGM.
167
Appendix to Annual Report
(Share Buy Back)
4. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Appendix and confi rm after making all reasonable enquiries that, to the best of their knowledge and belief, this Appendix constitutes full and true disclosure of all material facts about the proposed renewal of the Share Purchase Mandate and the Group, and the Directors are not aware of any facts the omission of which would make any statement in this Appendix misleading.
Where information in this Appendix has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Appendix in its proper form and context.
5. DOCUMENTS AVAILABLE FOR INSPECTION
Subject to prevailing regulations, orders, advisories and guidelines relating to safe distancing which may be issued by the relevant authorities, copies of the following documents are available for inspection at the registered offi ce of the Company at 31 Ubi Road 1, #01-05, Singapore 408694 during normal business hours from the date of this Appendix up to and including the date of the 2026 AGM:
-
(a) the Constitution; and
-
(b) the annual report of the Company for FY2025.
The annual report of the Company for FY2025 may also be accessed at the URL: https://www.aztechglobal.com/agm/index.html.
Yours faithfully, For and on behalf of the Board of Directors of Aztech Global Ltd.
Ms Pavani Nagarajah Company Secretary 2 April 2026
Annual Report 2025
AZTECH GLOBAL LTD. (Incorporated in the Republic of Singapore)
(Company Registration No. 200909384G)
PROXY FORM
IMPORTANT
-
The AGM (as defi ned below) is being convened, and will be held, in a wholly physical format , at Suntec Singapore Convention & Exhibition Centre, MR 300-301 (Level 3), 1 Raffl es Boulevard, Suntec City, Singapore 039593. Shareholders and other attendees who are feeling unwell on the date of the AGM are advised not to attend the AGM.
-
This proxy form is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by CPFIS/SRS investors who hold shares through CPF Agent Banks/SRS Operators. CPFIS/SRS investors: (a) may vote at the AGM if they are appointed as proxies by their respective CPF Agent Banks/SRS Operators, and should contact their respective CPF Agent Banks/SRS Operators if they have any queries regarding their appointment as proxies; or (b) may appoint the Chairman of the AGM as proxy to vote on their behalf at the AGM, in both cases they should approach their CPF Agent Banks/SRS Operators to submit their votes by 10.00 a.m. on 9 April 2026.
-
Please read the notes overleaf which contain instructions on, inter alia , the appointment of a proxy(ies).
Personal Data Privacy
By submitting this proxy form, a member of the Company accepts and agrees to the personal data privacy terms set out in the Notice of AGM dated 2 April 2026.
*I/We,
(Name) *NRIC/Passport/Co. Reg. No.
| of Being a member/members of AZTECH GLOBAL LTD. (“Company*”), hereby appoint: |
(address) | (address) | |||
|---|---|---|---|---|---|
| Name | Address | NRIC/Passport No. | Proportion of Shareholdings to be represented by proxy |
||
| No. of Shares | % | ||||
| *and/or | |||||
| Name | Address | NRIC/Passport No. | Proportion of Shareholdings to be represented by proxy |
||
| No. of Shares | % | ||||
Or failing him/her/them, the Chairman of the Annual General Meeting of the Company (“ AGM ”) as my/our proxy/proxies to vote for me/us on my/our behalf at the AGM to be held at Suntec Singapore Convention & Exhibition Centre, MR 300-301 (Level 3), 1 Raffl es Boulevard, Suntec City, Singapore 039593 on Monday, 20 April 2026 at 10.00 a.m.* and at any adjournment thereof.
All resolutions put to vote at the AGM shall be decided by way of poll.
I/We direct my/our proxy/proxies to vote for, against or to abstain from voting on the Resolutions set out in the Notice of AGM dated 2 April 2026 in accordance with my/our directions specifi ed hereunder.
Please indicate your vote “For” or “Against” or “Abstain” with an “X” within the box provided if you wish to exercise all your votes. Alternatively, please indicate the number of votes as appropriate. If no specifi c direction as to voting is given in respect of a resolution, the proxy/proxies may vote or abstain from voting at his/her/their discretion as he/she/they deem(s) fi t on any of the above resolutions, and on any other matter arising at the AGM and at any adjournment thereof.
==> picture [529 x 17] intentionally omitted <==
----- Start of picture text -----
No. Resolution For Against Abstain
----- End of picture text -----
| No. | Resolution | Resolution | Resolution | Resolution | For | Against | Against | Abstain |
|---|---|---|---|---|---|---|---|---|
| Ordinary Business | ||||||||
| 1) | To adopt the Audited Financial Statements for the f nancial year ended 31 December 2025 (“FY2025”) together with the Directors’ Statement and Auditors’ Report thereon |
|||||||
| 2) | To declare a f nal one-tier tax exempt dividend of S$0.03 per ordinary share for FY2025 | |||||||
| 3) | To declare a special one-tier tax exempt dividend of S$0.08 per ordinary share for FY2025 | |||||||
| 4) | To approve Directors’ fees of S$450,000.00 for the f nancial year ending 31 December 2026 | |||||||
| 5) | To re-elect Ms. Jeann Low Ngiap Jong as Director | |||||||
| 6) | To re-elect Mr. Tan Teik Seng as Director | |||||||
| 7) | To re-appoint Messrs BDO LLP as auditors of the Company and to authorise the Directors to f x their remuneration |
|||||||
| Special Business | ||||||||
| 8) | To | authorise Directors to allot and issue Shares | ||||||
| 9) | To | approve the renewal of the Share Purchase Mandate | ||||||
| 10) | To | authorise Directors to grant options and issue shares under the Aztech Employee Share Option Scheme | ||||||
| 11) | To | authorise Directors to grant awards and issue shares under the Aztech Performance Share Plan | ||||||
| 12) | To | authorise the Directors to allot and issue shares pursuant to the Aztech Scrip Dividend Scheme | ||||||
| Dated this | day of |
2026 |
||||||
| Total | Number of Shares in: | No. of Shares | ||||||
| CDP | Register | |||||||
| Register of Members |
Signature(s) of Member(s) or Common Seal of Corporate Shareholder
* Please delete accordingly
IMPORTANT: PLEASE READ THE NOTES OVERLEAF
Notes:
-
Please insert the total number of Shares registered in your name in the Register of Members of the Company. If you have Shares entered against your name in the Depository Register (as defi ned in Section 81SF of the Securities and Futures Act 2001 of Singapore), you should insert that number of Shares. If you have Shares registered in your name in the Register of Members, you should insert that number of Shares. If you have Shares entered against your name in the Depository Register and Shares registered in your name in the Register of Members, you should insert the aggregate number of Shares. If no number is inserted, this form of proxy will be deemed to relate to all the Shares held by you.
-
(a) A member of the Company who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member’s form of proxy appoints more than one (1) proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the form of proxy. If no percentage is specifi ed, the fi rst named proxy shall be deemed to represent 100 per cent. of the shareholdings and the second named proxy shall be deemed to be an alternate to the fi rst named proxy.
-
(b) A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote at the AGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such member. Where such member’s form of proxy appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specifi ed in the form of proxy. In relation to a relevant intermediary who wishes to appoint more than two (2) proxies, it should annex to the Proxy Form the list of proxies, setting out, in respect of each proxy, the name, address, NRIC/Passport Number and proportion of shareholding (number of shares, class of shares and percentage) in relation to which the proxy has been appointed. If the relevant information is not specifi ed, the fi rst named proxy shall be deemed to represent 100 per cent. of the shareholdings. For the avoidance of doubt, a CPF Agent Bank who intends to appoint Central Provident Fund Investment Scheme (“ CPFIS ”) investors or Supplementary Retirement Scheme (“ SRS ”) investors as its proxies shall comply with this Note.
-
“ Relevant intermediary ” has the meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.
-
A proxy need not be a member of the Company. A member can appoint the Chairman of the AGM as his/her/its proxy , but this is not mandatory.
-
The instrument appointing a proxy or proxies, together with the power of attorney or other authority under which it is signed (if applicable) or a notarially certifi ed copy thereof, must be:
-
(a) if sent personally or by post, deposited with: Aztech Global Ltd., c/o B.A.C.S. Private Limited, at 77 Robinson Road, #06-03, Robinson 77, Singapore 068896; or
-
(b) if submitted by electronic mail, received by the Company at [email protected],
-
in either case, by 10.00 a.m. on 17 April 2026, being 72 hours before the time appointed for holding the AGM, and in default, the instrument of proxy shall be treated as invalid.
-
Completion and submission of the instrument appointing a proxy(ies) by a shareholder will not prevent him/her from attending, speaking and voting at the AGM if he/she so wishes. The appointment of the proxy(ies) for the AGM will be deemed to be revoked if the shareholder attends the AGM in person and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the relevant instrument appointing a proxy(ies) to the AGM.
-
The instrument appointing a proxy or proxies must be under the hand of the appointer or his/her attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised offi cer.
-
Where an instrument appointing a proxy or proxies is signed on behalf of the appointer by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
-
A corporation which is a shareholder of the Company may, in accordance with Section 179 of the Companies Act 1967 of Singapore, authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the AGM.
-
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specifi ed on the instrument appointing a proxy or proxies. In addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointer, is not shown to have shares entered against his or her name in the Depository Register as at 72 hours before the time appointed for holding the AGM, as certifi ed by The Central Depository (Pte) Limited to the Company.
-
For purposes of the appointment of a proxy(ies) and/or representative(s), the member(s)’ full name and CDP account number (if applicable) and the proxy(ies)’ or representative(s)’ full name and full NRIC/passport number will be required for verifi cation purposes, and the proxy(ies)’ or representative(s)’ NRIC/passport will need to be produced for sighting upon registration at the AGM. This is so as to ensure that only duly appointed proxy(ies)/representative(s) attend, speak and vote at the AGM. The Company reserves the right to refuse admittance to the AGM if the proxy(ies)’ or representative(s)’ identity cannot be verifi ed accurately.
Corporate Information
Corporate Information
Board of Directors
Executive Chairman and Chief Executive Officer
Mr. Michael Mun Hong Yew
Members
Mr. Jeremy Mun Weng Hung (Executive Director and Chief Operating Officer)
Mr. Christopher Huang Junli (Lead Independent Director)
Ms. Jeann Low Ngiap Jong (Independent Director)
Mr. Larry Tan Jwee Meng (Independent Director) Mr. Tan Teik Seng (Independent Director)
Board Committees
| Board Committees | ||
|---|---|---|
| Audit Committee | Nominating Committee | Remuneration Committee |
| Ms. Jeann Low Ngiap Jong (Chairman) |
Mr. Larry Tan Jwee Meng (Chairman) |
Mr. Tan Teik Seng (Chairman) |
| Mr. Christopher Huang Junli | Mr. Christopher Huang Junli | Mr. Christopher Huang Junli |
| Mr. Larry Tan Jwee Meng | Ms. Jeann Low Ngiap Jong | Ms. Jeann Low Ngiap Jong |
| Mr. Tan Teik Seng | Mr. Tan Teik Seng | Mr. Larry Tan Jwee Meng |
| CompanySecretary | Auditors | |
| Ms. Pavani Nagarajah | BDO LLP | Partner-in-charge |
| Public Accountants and Chartered Accountants 600 North Bridge Road #23-01 Parkview Square |
Mr. Ng Kian Hui (a practising member of the institute of Singapore Chartered Accountants) |
|
| Singapore 188778 | Appointed since financial year ended 31 December 2023. |
|
| Share Registrar | Registered Office | Place of Incorporation |
| B.A.C.S. Private Limited | 31 Ubi Road 1 #01-05 | Singapore |
| 77 Robinson Road #06-03 Robinson 77 |
Singapore 408694 Tel: (65) 6594 2288 |
|
| Singapore 068896 | Fax: (65) 6749 1198 | |
| Website: www.aztechglobal.com | ||
| CompanyRegistration No. | Date of Incorporation | Investor Relations |
| 200909384G | 27 May 2009 | [email protected] |
| (Name changed from Aztech | ||
| Electronics Pte. Ltd. to Aztech Global Ltd. | ||
| on 19 February 2021) |
Sustainability
Annual Report 2025
HEAD OFFICE
Aztech Global Ltd.
31 Ubi Road 1 #01-05 Singapore 408694 Tel: (65) 6594 2288 Fax: (65) 6749 1198
MANUFACTURING FACILITIES
Aztech Communication Device (DG) Ltd
No. 6 Jiu Jiang Road, Chang Ping Town, Dong Guan City, Guang Dong Province, China
Tel: (86) (769) 8184 9699 Fax: (86) (769) 8393 1138
IOT Manufacturing Sdn Bhd
PLO 808, Jalan Keluli 11, Kawasan Perindustrian Pasir Gudang, 81700 Pasir Gudang, Johor, Malaysia Tel: (60) 7551 0000 Fax: (60) 7551 0001
R&D CENTRES
HQ R&D Centre 31 Ubi Road 1 #01-05 Singapore 408694 Tel: (65) 6594 2288 Fax: (65) 6749 1198
Hong Kong R&D Centre
Room 2-6 3/F Core Building 1 No. 1, Science Park East Ave Hong Kong Science Park,Shatin New Territories, Hong Kong Tel: (852) 2757 1177 Fax: (852) 2481 5919
Shenzhen R&D Centre
Room 1805 -06, Building B of Bojin International, No.7 Tairan Road Futian District Shenzhen, China Tel: (86) (755) 2533 1117
SALES OFFICE
Aztech Technologies Pte. Ltd.
31 Ubi Road 1 #01-05 Singapore 408694 Tel: (65) 6594 2288 Fax: (65) 6749 1198
Aztech Systems (Hong Kong) Limited
Room 2-6 3/F Core Building 1 No. 1, Science Park East Ave Hong Kong Science Park,Shatin New Territories, Hong Kong Tel: (852) 2757 1177 Fax: (852) 2481 5919
aztechglobal.com