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ISOTEAM LTD. — Annual Report 2025
Oct 14, 2025
67832_rns_2025-10-14_85a8fd38-91ba-4251-a9cf-8c06781c2af6.pdf
Annual Report
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ANNUAL REPORT 2025
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INNOVATING SPACES SUSTAINING FUTURES
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TABLE OF CONTENTS
01 CORPORATE PROFILE
02 OUR BUSINESS
04
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CERTIFICATIONS AND ACCOLADES
05
CORPORATE STRUCTURE
06
FINANCIAL AND CORPORATE HIGHLIGHTS
OUR MISSION
To deliver excellent quality, cost efficient and professional services to achieve total customer satisfaction
OUR VISION
To be the best and preferred partner for complete solutions in the built environment
08
JOINT MESSAGE TO SHAREHOLDERS
OUR VALUES
10
BOARD OF DIRECTORS
12
PEOPLE DEVELOPMENT
We offer fulfilling career prospects and develop the potential of every employee to build a highly committed and competent team that possesses integrity and adaptability.
EXECUTIVE OFFICERS
14
BUSINESS UNIT HEADS
PERFORMANCE AND ACCOUNTABILITY
We take ownership and initiative to achieve expected key performance indicators through continual learning and upgrading of our knowledge and skills.
15
OPERATING AND FINANCIAL REVIEW
20
SUSTAINABILITY REPORT
56 CORPORATE GOVERNANCE REPORT
CUSTOMER FOCUS
We offer high quality products and services with innovative and sustainable solutions to satisfy and exceed our customers’ expectations.
RELATIONSHIP AND BONDING
We value and engage all stakeholders to foster trust, respect and care to achieve long term win-win situations.
81
FINANCIAL REPORT
145 STATISTICS OF SHAREHOLDINGS
TEAMWORK
We practise effective and open communication and seek cooperation and collaboration among stakeholders to achieve our desired goals.
147
NOTICE OF ANNUAL GENERAL MEETING
PROXY FORM
IBC
CORPORATE INFORMATION
This annual report has been prepared by the Company and its contents have been reviewed by the Company’s sponsor (“ Sponsor ”), Hong Leong Finance Limited for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”). This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made, or reports contained in this annual report.
The contact person for the Sponsor is Mr Kaeson Chui, Vice President, at 16 Raffles Quay, #01-05 Hong Leong Building, Singapore 048581, Telephone (65) 6415 9886.
I S O T E A M LT D .
CORPORATE PROFILE
Listed on the Catalist board of the SGX securities market on 12 July 2013, ISOTeam Ltd. (“ ISOTeam ”, stock code: 5WF) is an established and leading player in Singapore’s building maintenance and estate upgrading industry. With more than two decades of Repairs & Redecoration (“ R&R ”) and Addition & Alteration (“ A&A ”) experience, we have successfully undertaken over 950 refurbishment and upgrading projects for over 7,700 buildings since inception in 1998.
Through our specialised subsidiaries, ISOTeam offers a full range of services and solutions comprising specialist Coating & Painting (“ C&P ”) services and other complementary niche services (“ Others ”) including home
retrofitting, landscaping, interior design (“ ID ”), mechanical & electrical engineering works (“ M&E ”), vector control services and handyman services. As an eco-conscious company, we integrate green methodologies in our operations and collaborate with strategic partners and technology companies to develop green solutions for our customers. Aligned to our green goals, we offer renewable energy installations services to support Singapore’s aim to achieve at least 2 gigawatt-peak of solar energy deployment by 2030.
Our winning green edge along with our reputation for quality, speed, and safety, has won the trust and confidence of our customers over the years, earning us many long-time
customers. ISOTeam has a diverse clientele that includes, amongst others, town councils, government bodies and private sector building owners. In Singapore, ISOTeam is the exclusive paint applicator for Nippon Paint Singapore and SKK Singapore for the public housing sector, Jurong Town Corporation (“ JTC ”) and Housing & Development Board (“ HDB ”) industrial projects and army camps.
For more information, please visit www.isoteam.com.sg.
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A N N U A L R E P O R T 2 0 2 5
OUR BUSINESS
Multi-disciplinary capabilities providing sustainable solutions for a better built environment
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CYCLICAL AND LIFE CYCLE MAINTENANCE
-
Repainting, repairs, and redecoration
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Waterproofing and reroofing
-
Improvement works
-
Routine property maintenance
-
Term contract works
SPECIALIST COATING AND BUILDING RESTORATION SYSTEMS
-
New build painting
-
Eco-friendly coating
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Architectural and protective coating
-
Fireproofing coating
-
Niche industrial coating
ESTATE UPGRADING AND ENHANCEMENT PROGRAMME
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Neighbourhood Renewal Programme (“ NRP ”)
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Hawker Centres Upgrading Programme (“ HUP ”)
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Estate Upgrading Programme (“ EUP ”)
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Home Improvement Programme (“ HIP ”)
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Electrical Load Upgrading (“ ELU ”)
ARCHITECTURAL & ENGINEERING SOLUTIONS
-
Commercial A&A works
-
Engineering works
-
Architectural and commercial interior construction solutions
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Electrical and mechanical ventilation works
-
Air conditioning works
I S O T E A M LT D .
OUR BUSINESS
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INTERIOR DECORATION AND RETROFITTING
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Interior design and fitting-out
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Design and build works
-
Home retrofit and fit-out services
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LANDSCAPING & HORTICULTURE
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Vertical greening
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Horticulture services and maintenance
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Floating wetland systems
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Niche landscaping and gardening services
RENEWABLE AND ENVIRONMENTAL SUSTAINABILITY SOLUTIONS
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Installation of rooftop solar panels and floating solar systems
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Eco-friendly products
HANDYMAN SERVICES
- Home care and upgrading
GREEN PEST MANAGEMENT
- Pest control services
AI-DRIVEN BUILDTECH SOLUTIONS
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AI and robotics-focused solutions for the built environment
-
General repairs and maintenance
A N N U A L R E P O R T 2 0 2 5
CERTIFICATIONS AND ACCOLADES
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ACCREDITATIONS
• ISO 9001 : 2015[(1)]
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ISO 14001 : 2015[(1)]
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ISO 45001 : 2018[(1)]
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- bizSAFE Level Star
• bizSAFE Level 3
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ACCOLADES
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One Asia Awards 2015 (Distinguished Award)
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2011 Successful Entrepreneur
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Singapore Green Building Council
• BCA Green and Gracious Builder Award (Merit)
BCA LICENSES
• General Building (CW01) Grade B1 (≤$50 million)
• Repairs and Redecoration (CR09) Grade L6 (No limit)
• Housekeeping, Cleansing, Desilting and Conservancy Service (FM02) Grade L1 (≤$0.8 million)
• Landscaping (FM03) Grade L4 (≤$8 million)
• Interior Decoration and Finishing Works (CR06) Grade L6 (No limit)
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-
Waterproofing Installation (CR13) Grade L3 (≤$5 million)
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Electrical Engineering (ME05) Grade L5 (≤$16 million)
• General Builder (Class 1 and Class 2)
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(1) For general building construction and provision of suspended scaffolding works.
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I S O T E A M LT D .
CORPORATE STRUCTURE
As at 30 September 2025
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100% 100% 100% 100%
RAYMOND CONSTRUCTION ISO-TEAM CORPORATION TMS ALLIANCES PTE. LTD. ISO-LANDSCAPE PTE. LTD.
PTE. LTD. PTE. LTD. • R&R • NICHE LANDSCAPING AND
• A&A • A&A HORTICULTURE SERVICES
• R&R • R&R
• M&E SERVICES AND
AIR-CONDITIONING SERVICES
100% 100% 100% 100%
ISOTEAM HOMECARE ISOTEAM C&P PTE. LTD. ISOTEAM BUILDTECH GREEN PEST MANAGEMENT
PTE. LTD. • SPECIALIST COATING AND PTE. LTD. PTE. LTD.
• HANDYMAN SERVICES PAINTING • DRONE-RELATED SERVICES • PEST CONTROL SERVICES
AND AI ROBOTICS
100% 100% 100%
ISOTEAM RENEWABLE ISOTEAM AET PTE. LTD. ZARA @ ISOTEAM PTE. LTD.
SOLUTIONS PTE. LTD. • A&A AND COMMERCIAL • INTERIOR DECORATION AND
• SOLAR PANELS INSTALLATION INTERIOR DESIGN RETROFITTING WORKS
AND MIXED CONSTRUCTION
ACTIVITIES
Note: Dormant Company – ISOTeam (TMS) Myanmar Limited.
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A N N U A L R E P O R T 2 0 2 5
FINANCIAL AND CORPORATE HIGHLIGHTS
FINANCIAL YEAR ENDED 30 JUNE
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REVENUE ($’m)
130.2
17.2 13% 119.2
110.4
102.1 96.5
17.4 13%
19.0 16%
24.2 24% 20.8 22% 28.3 26%
14.9 13%
9.1 9% 45.1 35%
7.9 8% 13.2 12%
56.5 47%
41.1 40% 37.4 39% 33.3 30%
50.5 39%
28.9 28% 29.2 30% 35.6 32% 28.8 24%
FY2021 FY2022 FY2023 FY2024 FY2025
R&R A&A C&P OTHERS
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GROSS PROFIT ($’m) (LOSS)/PROFIT ATTRIBUTABLE TO EQUITY HOLDERS ($’m)
16.0%
15.5%
10.1%
4.6%
3.4%
6.5 5.1
20.2 19.1 1.4
(11.6) (13.2)
11.1
4.4
3.5
FY2021 FY2022 FY2023 FY2024 FY2025
FY2021 FY2022 FY2023 FY2024 FY2025
Margin (%)
Restated
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I S O T E A M LT D .
FINANCIAL AND CORPORATE HIGHLIGHTS
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EQUITY ATTRIBUTABLE TO EQUITY HOLDERS ($’m) EARNINGS PER SHARE (¢)
48.0
42.9
0.9
0.7
0.3
25.8
FY2023 FY2024 FY2025 FY2023 FY2024 FY2025
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$67.7 $181.1 0.08 cents / share
million million
New contracts won Order book 30%
in FY2025 as at 27 August 2025 Proposed dividend and
payout ratio [1] for FY2025
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RETURN ON EQUITY (%) RETURN ON ASSETS (%)
FY2023 5.4 1.4
FY2024 15.2 6.0
FY2025 10.7 4.3
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INVESTOR RELATIONS ACTIVITIES IN FY2025
Corporate Presentation – Lim & Tan Securities July 2024 Shareinvestor SG Gems Company Spotlight ISOTeam Investor Day August 2024 FY2024 Results Briefing October 2024 Annual General Meeting February 2025 1H FY2025 Results Briefing Corporate Presentation – SAC Capital April 2025 Corporate Presentation – CGSI July 2025 Corporate Presentation – Maybank August 2025 FY2025 Results Briefing
1 As a percentage of net profit after tax excluding non-recurring, one-off and exceptional items for the financial year
A N N U A L R E P O R T 2 0 2 5
JOINT MESSAGE TO SHAREHOLDERS
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David Ng, Anthony Koh,
Executive Chairman
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“… we have already observed a resumption in the pace (of project commencements) in 1HY2026 and we are optimistic that this momentum will continue into 2HY2026.”
Dear Shareholders,
Greetings from one of Singapore’s leading players in building maintenance and estate upgrading!
In our industry, there is never a dull moment because opportunities abound from the Singapore government’s many ongoing initiatives to ensure that our built environment is well-kept and our neighbourhoods are vibrant and meet the evolving needs of the population. Such public sector projects form the bedrock of our business, and the prospects are good due to the recurring nature of government programmes. So even though our Group’s performance in FY2025 was affected by a temporary slowdown in the award of contracts, which indirectly impacted commencements in 2HY2025, we have already observed a resumption in the pace in 1HY2026.
We are optimistic that this momentum will continue into 2HY2026. As a clear indication of this, we announced two consecutive months of contract wins - $21.0 million in July 2025, followed by $22.5 million in August 2025, which brought our order book to $181.1 million as at 27 August 2025. These will be progressively added to our topline over the next 24 months.
We will continue to pursue new contracts by leveraging our multi-disciplinary capabilities and established track record to position ourselves strongly in tender exercises.
PERFORMANCE REVIEW
Mainly due to slower commencement of projects in the R&R and C&P segments in 2HY2025, our revenue dipped 8.4% year-on-year (“ yoy ”) to $119.2 million in FY2025. The weaker performance from these two segments was partially offset by the A&A and Others segments, which achieved strong double-digit yoy revenue growth boosted mainly by strong contract wins in these segments throughout FY2025.
Although gross profit dipped 5.3% yoy to $19.1 million in FY2025 in line with lower revenue, our gross profit margin continued to improve from post-COVID 19, margin recovery of projects won and rose 0.5% point to 16.0%. NPAT declined 21.2% yoy to $5.1 million in FY2025 mainly due to the lower topline and the absence of a one-off $2.0 million gain on disposal of subsidiary in FY2024.
CORPORATE DEVELOPMENTS
Our wholly-owned subsidiary, ISOTeam BuildTech Pte. Ltd. (“ ISOTeam BuildTech ”) was incorporated in July 2024 for the purpose of providing services and solutions that will support the construction industry’s transition into the digital era. Besides being involved in designing, developing and implementing AI-driven, autonomous robots, it also actively explores other technologically advanced solutions for the built environment.
We are now anticipating the long-awaited commercial launch of our AI-enabled autonomous façade painting drones and our façade washing drones, which are currently undergoing final trials with the various regulatory authorities. Their deployment is expected to improve operational efficiencies and safety standards significantly, while contributing to greater savings in manpower costs.
I S O T E A M LT D .
JOINT MESSAGE TO SHAREHOLDERS
In February 2025, ISOTeam BuildTech entered into a collaboration with Malaysia-based HOMA2U Pte Ltd to develop an AI-enabled building material-matching and overstock platform. This is aimed at reducing waste and adding value to businesses in the construction industry by offering a channel for the sale of excess stock. This platform broadens ISOTeam BuildTech’s portfolio of services and it is also in line with ISOTeam’s green philosophy and methodology. Additionally, we believe it will serve to strengthen the Group’s supply chain resilience as the platform will open doors to additional sources of construction materials.
More recently in August 2025, we acquired the remaining 49.0% shares in our interior design and retrofitting subsidiary Zara@ISOTeam (“ Zara ”). Dovetailing this announcement, Zara inked a collaboration with Design@Loft Architects (“ Design Loft ”) whereby the latter will exclusively refer projects requiring upgrading or renovation works to us. With Design Loft’s primary focus on providing architectural and consultancy services for factory completed dormitories (“ FCDs ”), it paves the way for us to enter this segment, which in recent years has garnered substantial interest due to higher demand for workers’ housing to support Singapore’s growing construction sector. We will offer a one-stop suite of upgrading, renovation, building conservation and maintenance services that we believe will enhance the chances of securing FCDs-related project tenders, which will be a win-win for both parties.
Besides these operational developments, we also strengthened our financial position through the launch of a $20.0 million multi-currency multi-tranche unsecured commercial paper facility programme in June 2025. This was entirely in digital securities that were issued by the Company and listed on the SDAX digital platform operated by SDAX Exchange Pte. Ltd.. The exercise raised gross proceeds of about $6.5 million, which we planned to use for general working purposes.
In addition, we raised gross proceeds of $10.0 million through a share cum convertible bond placement exercise mainly to increase our resources to continue evolving our AI-driven drone technology until commercialisation, and also to hire the talent we require as part of our Group’s ongoing digital transformation.
PROSPECTS
We are confident that Singapore’s healthy construction sector growth and ongoing public sector upgrading projects and initiatives will continue to provide opportunities for the Group. According to the latest statistics released by the Ministry of Trade and Industry on 12 August 2025[1] , the construction sector grew 6.0% yoy in the second quarter of 2025, faster than the 4.9% expansion in the first quarter. On a quarter-on-quarter seasonally-adjusted basis, the sector grew by 5.7%, which was a reversal from the 2.0% contraction in the previous quarter.
Meanwhile, the Building and Construction Authority (“ BCA ”) has projected construction demand to range between $35.0 billion and $39.0 billion in 2025, which is between 0.3% to 11.7% higher than pre-COVID levels in 2019[2] . Over the medium-term from 2026 to 2029, BCA expects the total construction demand to reach an average of between $39.0 billion and $46.0 billion per year. In addition, 55,000 new HDB flats are expected to be launched between 2025 and 2027[3] , which will add to the steady growth of Singapore’s housing supply, and potentially increasing the future pie for players in the estate upgrading and maintenance industry.
Other ongoing initiatives include $300.0 million worth of upgrading projects that were previously announced by the authorities. In February 2025, the Ministry of National Development (“ MND ”) had announced upgrading works worth $135.0 million to be carried out in 32 private estates under the Estate Upgrading Programme over the next five years. The MND together with the Housing Development Board (“ HDB ”) had also allocated $165.0 million to fund upgrading works that will benefit 36,000 households under the Neighbourhood Renewal Programme and the Silver Upgrading Programme. These are currently in various stages of completion.
These positive industry prospects and our own robust order book gave us the confidence to announce the adjustment of our dividend policy to at least 30.0% of net profit after tax[4] in February 2025. In line with this commitment, our Board of Directors has proposed a dividend of 0.08 Singapore cents per share for FY2025 subject to shareholders’ approval at the upcoming AGM.
APPRECIATION
In closing, we want to thank all shareholders for your unwavering support for ISOTeam over the years. We also want to thank our business associates and customers for partnering us to achieve mutually beneficial outcomes.
We also want to express our appreciation to our Board of Directors for their stewardship and guidance in ensuring that we uphold high standards of corporate governance. Special thanks to Mr Tan Eng Ann, who retired as our Lead Independent Director in October 2024 after nine years on the Board. ISOTeam has benefitted greatly from Eng Ann’s experience during his tenure, and we wish him all the best in his future endeavours. Also retiring from the Board at our upcoming AGM is Mr Danny Foo, who will remain with our Group as a member of the management group, overseeing his current management duties and operational responsibilities. In December 2024, we welcomed Mr Yap Soon Yong as our new Lead Independent Director. Soon Yong brings with him a wealth of experience such as accounting and finance, as well as industry related knowledge, and we look forward to learning from him during his tenure.
In closing, we want to thank the management team and staff of ISOTeam who form the backbone of our Group. The success of our Group is built on the strategic vision of the co-Founders and the dedication and determination of our workforce to deliver their best to our customers.
We hope for all your continued support as we continue in our growth journey.
David Ng
Executive Chairman
Anthony Koh
Executive Director and CEO
1 MTI press release: MTI Upgrades 2025 GDP Growth Forecast to “1.5 to 2.5 Per Cent”
2 BCA press release: Construction Demand To Remain Strong For 2025
3 The Straits Times: 55,000 BTO units to be launched from 2025 to 2027, will help moderate HDB resale prices: Minister 4 Excluding non-recurring, one-off and exceptional items.
A N N U A L R E P O R T 2 0 2 5
BOARD OF DIRECTORS
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DAVID NG CHENG LIAN | Executive Chairman
First Appointed: 12 Dec 2012 Last Re-elected: 24 Oct 2023
With over 39 years of experience in the building refurbishment and estate upgrading industry, Mr Ng heads the Board, aids the CEO in the corporate and strategic development of the Group and supports and advises the senior management. One of his areas of expertise is occupational safety and health.
Before he co-founded the Group in 1998, he was a director of ISO-Build Corporation Pte Ltd and a manager at D&C Builders Pte Ltd where he oversaw workplace safety and equipment management. Prior to that, Mr Ng managed the suspended scaffold rental business as a project executive of Safewell Equipment Pte Ltd. He was also a suspended scaffold technician with Selat Chemicals Pte Ltd where he was responsible for the repair and maintenance of site equipment.
Mr Ng was awarded a Certificate in Construction Supervision by the Construction Industry Development Board of Singapore in 1994.
ANTHONY KOH THONG HUAT | Executive Director and Chief Executive Officer First Appointed: 12 Dec 2012 Last Re-elected: 25 Oct 2024
One of the co-founders of the Group, Mr Koh has over 34 years of experience in the building refurbishment and estate upgrading industry. He sets and implements the Group’s expansion plans and overall corporate and strategic development, as well as oversees key functions such as marketing and tendering strategies, budget and cost controls, and resource planning and allocation.
Before he co-founded the Group in 1998, Mr Koh was a director of ISO-Build Corporation Pte Ltd where he managed its projects and contracts and controlled the budget and costs. He worked at D&C Builders Pte Ltd from 1989 to 1994 where he moved up the ranks from a site supervisor, to project coordinator and subsequently to project manager. Prior to that, he was the site supervisor for Hongplast General Contractor Pte Ltd for a year.
Mr Koh obtained a Diploma in Building from the Singapore Polytechnic in 1988 and a Diploma in Marketing Management from Ngee Ann Polytechnic in 1994.
DANNY FOO JOON LYE | Executive Director
First Appointed: 12 Dec 2012 Last Re-elected: 25 Oct 2022
Mr Foo, who is also a co-founder of the Group, is responsible for matters concerning compliance with workplace and onsite safety rules and regulations for projects undertaken by the Group. With over 33 years of experience in the building refurbishment and estate upgrading industry, Mr Foo administers quality assurance functions and ensures compliance with ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 standards. He also manages manpower planning and procurement of machinery and equipment for the Group.
Prior to founding the Group, Mr Foo was a director of ISO-Build Corporation Pte Ltd managing project site work. From 1990 to 1994, he managed site work and coordinated with suppliers and subcontractors for D&C Builders Pte Ltd where he started out as a site supervisor, was promoted to project coordinator and subsequently to project manager.
Mr Foo holds a Diploma in Building from Singapore Polytechnic in 1988.
RYOTA FUKUDA | Non-Executive Director First Appointed: 18 Feb 2020 Last Re-elected: 25 Oct 2022
Mr Fukuda is a Non-Executive Director of the Group. He has more than 20 years of industry experience in investment banking and corporate finance and currently serves as Deputy Executive Officer of Taisei Oncho Co. Ltd. (“ TOC ”), where he manages the foreign subsidiaries of TOC’s Overseas Business Division spearheading investment activities such as project sourcing, investment evaluation and execution and other corporate finance matters.
Mr Fukuda is responsible for building and maintaining the strong partnership between ISOTeam and TOC, the Group’s Japanese partner and substantial shareholder. Mr Fukuda’s other directorships include Taisei Oncho Shanghai Engineering, Alakai Mechanical Corporation and Searefico Corporation.
He holds a Masters in Business Administration from Bellevue University, where he majored in both Finance and Accounting.
I S O T E A M LT D .
BOARD OF DIRECTORS
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YAP SOON YONG | Lead Independent Director First Appointed: 2 Jan 2025
Mr Yap was appointed as the Group’s Lead Independent Director and Chairman of the Audit Committee on 2 January 2025. He has more than 30 years of experience in finance and accounting and has held senior positions in various companies.
He is currently the Chief Financial Officer of SGX Mainboard-listed Yongmao Holdings Limited, a position he has held since 2007, where he is responsible for all financial and accounting functions. Prior to this, Mr Yap was Chief Financial Officer of China Marine Foods Group Pte Ltd from September 2006 to June 2007. From April 2005 to June 2006, he was with Oceanus Bio-tech Holdings Pte Ltd and from May 1996 to April 2005, he was with York Transport Equipment (Asia) Pte Ltd where he started as a senior accountant and last held the post of financial controller. He started his career at one of the Big-4 public accounting firms as an auditor from 1992 to 1996.
Mr Yap holds a Bachelor degree in Accountancy from the Nanyang Technological University. He is a member of the Institute of Singapore Chartered Accountants and Singapore Institute of Directors (“SID”).
TEO HO PIN | Independent Director First Appointed: 1 Mar 2021 Last Re-elected: 25 Oct 2024
Dr Teo is the Chairman of the Group’s Nominating Committee. He is a long-serving politician with a career in the public service spanning more than 20 years. Formerly a Member of Parliament for various constituencies including Sembawang GRC (1996-2001), Holland-Bukit Panjang GRC (2001-2006) and Bukit Panjang SMC (2006-2020), Dr Teo was also the Mayor of the North-West District in Singapore (2001-2020), responsible for implementing Community Development Programmes for approximately 906,000 residents.
He was a long-serving Chairman of the Holland-Bukit Panjang Town Council (2001-2020), and as Coordinating Chairman of 15 People’s Action Party Town Councils in Singapore, he oversaw township management for about one million public housing flats. He is currently appointed as an Adjunct Professor at the National University of Singapore and Singapore University of Social Sciences. Dr Teo is also the Senior Adviser to the Singapore Environment Council.
Dr Teo has a Masters in Project Management and a Doctorate in Building from Heriot Watt University in the United Kingdom. He is currently the Independent Non-executive Chairman of SGX-listed Tiong Seng Holdings Limited and King Wan Corporation Limited, and an Independent Director of Enviro-Hub Holdings Ltd. He is also the Senior Advisor to Surbana Technologies Private Limited.
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JEREMIAH HUANG WEIQUAN | Independent Director
First Appointed: 1 Jun 2024 Last Re-elected: 25 Oct 2024
Mr Huang is the Chairman of the Group’s Remuneration Committee and a member of its Audit and Nominating Committees. He is the Principal of Everstead Law LLC, a Singapore law practice which specialises in in corporate and transactional law, where he provides counsel on, amongst others, corporate finance, capital markets, mergers and acquisitions, joint ventures and commercial matters. He also advises on funds, employment matters, data protection and compliance issues.
He is an Accredited Director of the SID, a Chartered Governance Professional and Fellow of the Chartered Governance Institute and a Chartered Secretary and Fellow of the Chartered Secretaries Institute of Singapore. In addition to his corporate practice, he is an accredited mediator (Singapore Mediation Centre, Singapore International Mediation Institute, International Mediation Institute, and Law Society of Singapore Mediation Scheme Panel of Mediators), as well as a Certified Information Privacy Professional (Asia) and Manager by the International Association of Privacy Professionals. He also holds a Practitioner Certificate in Personal Data Protection (Singapore) issued by the Personal Data Protection Commission of Singapore.
Mr Huang is also the legal advisor to Australian Alumni Singapore and the Kazakhstan-Singapore Business Council. He also serves on the Law Society of Singapore’s Corporate Practice Committee, Equity Capital Markets Committee and International Relations Committee.
He has been recognised by the Singapore Business Review as one of Singapore’s most influential lawyers aged 40 and under, The Legal 500 (Asia Pacific) as a Next-Generation Partner, Asian Legal Business as a Singapore Rising Star and one of Asia’s 40 Under 40, and the International Financial Law Review as a Notable Practitioner for M&A. He has also been shortlisted for Young Lawyer of the Year (Law Firm) (Southeast Asia) and he is a recipient of LegalOne’s Stellar Accolade (Southeast Asia).
Mr Huang read law at Monash University, from which he graduated in 2008 at the age of 20.
A N N U A L R E P O R T 2 0 2 5
EXECUTIVE OFFICERS
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ALBERT TENG ANN BOON
Chief Strategy Officer (CSO)
Mr Teng became the Group’s CSO in August 2016 and is responsible for strategic planning, business and corporate development. Prior to his appointment, he was the General Manager of one of the Group’s subsidiaries, undertaking Commercial A&A projects. Before joining ISOTeam, Mr Teng was a Town Council General Manager and a coordinating Secretary of 16 PAP-run Town Councils and a HDB estate officer for more than 20 years where he was responsible for the implementation of many upgrading projects such as the HDB Main and Interim Upgrading Programme, Town-wide Community Improvement Projects, Neighbourhood Renewal Programme and Shops Revitalisation Programme. He was a member of the Singapore Landscape Industry Council, the Sectoral Tripartite Committee for Manpower Plan for Landscaping and Conservancy in 2013 where the Progressive Wage Model was mooted, and the Association of Property and Facility Managers since 1998. He holds a Bachelor Degree in Civil Engineering (Honours) from National University of Singapore and a Master in Business Administration from Nanyang Technological University.
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BEN TEO TECK SING
Chief Financial Officer (CFO)
Mr Teo joined ISOTeam as CFO in March 2020. With more than 20 years of experience in audit and accounting, Mr Teo is engaged in all corporate finance and treasury functions across the Group including compliance with SGX rules and financial reporting standards, financial planning and reporting, internal control and risk management, fund management, investor relations and merger & acquisition processes. Prior to ISOTeam, he held senior managerial roles at several SGX-listed companies where he was tasked with a broad range of compliance and financial responsibilities including financial management, corporate governance, listing requirement compliance, and other finance related matters. Mr Teo is a fellow member of the Association of Chartered Certified Accountants, United Kingdom and the Institute of Singapore Chartered Accountants.
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I S O T E A M LT D .
EXECUTIVE OFFICERS
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RICHARD CHAN CHUNG KHANG
General Manager, Managing Director (ISOTeam Renewable Solutions), and Director (ISOTeam BuildTech)
Mr Chan joined the Group in 2002 as a Project Supervisor and has been its General Manager since 2012. He is in charge of business expansion and diversification; planning and policy updates; and the management and supervision of the Group’s corporate business development plans. He oversees corporate affairs and investor relations and is also responsible for the application and management of the Group’s government grants. Mr Chan has spearheaded the Group’s renewable energy installation businesses and related activities since 2016 and was appointed Managing Director of ISOTeam Renewable Solutions in 2021. He was appointed Director of ISOTeam BuildTech, the Group’s AI-focused solutions for the built environment, following its incorporation in July 2024. He graduated from Singapore Polytechnic in 1999 with a Diploma in Building and Property Management and from Royal Melbourne Institute of Technology in 2008 with a Bachelor of Business (Economics and Finance) with Distinction.
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JOHNNY LIM KIM HOCK
Contracts Director
Mr Lim has been the Group’s Contracts Director since 2005 and is responsible for contract administration, project tenders and procurement. He also oversees the Group’s staff training and development. Prior to joining the Group in 2001, he was a Quantity Surveyor cum Project Manager at EAC Corporation Pte Ltd from 1994 to 2001, where he was in charge of projects tendering, costs budgeting and supervising projects. Between 1989 and 1994, he was the Contracts Executive of EM Services Pte Ltd where he was responsible for project management of town council projects. From 1983 to 1989, he was with HDB as a technical officer where he handled the quantity survey and supervision of projects. Mr Lim obtained a Technician Diploma in Building from Singapore Polytechnic in 1981.
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A N N U A L R E P O R T 2 0 2 5
BUSINESS UNIT HEADS
SAM CHEN TIN LEOW
Managing Director (ISOTeam C&P)
Mr Chen joined ISOTeam Access in 2007 and worked his way up the ranks to his current position as Managing Director (ISOTeam C&P). With over 27 years of experience in the building refurbishment and estate upgrading industry, he is in charge of the Group’s specialised coating and painting business. Over the years, Mr Chen has spearheaded numerous C&P projects ranging from HDB housing blocks and private landed residential homes to institutional, industrial and commercial buildings. He is a certified Safety Supervisor and a Work-At-Height Assessor and taps on this expertise to ensure a safe working environment.
DENNIS CHIN WAI TUCK
Director (Zara @ ISOTeam)
Mr Chin joined the Group as the Projects Director of Zara @ ISOTeam in 2013. Backed by over 22 years of experience in interior design, he provides design consultancy and is also responsible for end-to-end project management of interior design and fitting-out jobs undertaken by Zara @ ISOTeam. He has led many major multi-sector projects including the landmark Civil Service Club @ Loyang (formerly Aloha Loyang) renovation contract. He has a professional training certificate in Interior Design from Palin School of Arts & Design, a National Trade Certificate (Grade 2) from the Ang Mo Kio ITE which was conferred in 1993, and a Specialist Diploma in Interior & Landscape Design awarded by Building and Construction Authority in 2017.
PREM KUMAR S/O ASOKUMA (PK)
Director (ISOTeam Homecare)
Mr PK joined ISOTeam in 2013 and has been handling A&A, R&R, and Waterproofing jobs for town councils, MCSTs and NEA’s market upgrading works since then. He was appointed to his current role in 2018 to expand the handyman business especially in the commercial sector. Mr PK holds a Bachelors of Arts in Organisational Psychology from Murdoch University Australia and has completed ISO 45001 certification.
TAN CHEE FUI
Managing Director (ISOTeam AET)
Mr Tan joined the Group as ISOTeam AET’s Managing Director in 2022. He has over 15 years of experience in building construction. With his quantity surveyor’s background, Mr Tan is involved in the management of construction projects and also responsible for project tendering. Mr Tan played a pivotal role in the development and building up of ISOTeam AET into a leading building contractor in the construction industry. He holds a Master of Science in Construction Management from Heriot Watt University.
CHAN CHEE KHIONG
Director (ISO-Landscape)
Mr Chan joined ISOTeam in 2019 as a Project Manager, overseeing civil work contracts with Nparks and was promoted to Director of ISO-Landscape in 2023. With over 24 years of experience, he has a proven track record in managing large-scale projects from inception to completion while ensuring budget, schedule, and quality compliance. He is skilled in coordinating teams, navigating regulations, and fostering relationships with clients and stakeholders. Mr Chan holds a Diploma with Distinction in Interior Design from NAFA (1999) and obtained the BPM203 certificate in Construction Project Management from the Singapore University of Social Sciences in 2022. He is also a CAAS-certified unmanned aircraft pilot and received a Certificate in Facade Inspection from IES Academy in 2023.
I S O T E A M LT D .
OPERATING REVIEW
SALIENT HIGHLIGHTS FOR THE YEAR
-
Revenue variability in FY2025 was mainly due to slower project commencements in the R&R and C&P segments in 2HY2025. The pace has since been recovered.
-
The Group has built a strong order book of $181.1 million as at 27 August 2025 which will be largely delivered in the next two financial years.
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Gross profit margin remained stable and improved by half a percentage point to 16.0% in FY2025.
-
The Board has proposed a final dividend of 0.08 Singapore cents for FY2025, reflecting a payout of 30%.
| Summary: Completed Projects | FY2024 | FY2024 | FY2025 | FY2025 |
|---|---|---|---|---|
| Number | Value ($’m) | Number | Value ($’m) | |
| R&R | 9 | 19.9 | 11 | 28.5 |
| A&A | 8 | 25.8 | 4 | 22.4 |
| C&P | 5 | 2.2 | 23 | 11.7 |
| Others | 24 | 15.9 | 22 | 9.2 |
| Summary: Ongoing Projects | FY2024 | FY2025 | ||
| Number | Value ($’m) | Number | Value ($’m) | |
| R&R | 29 | 86.3 | 22 | 70.5 |
| A&A | 29 | 215.5 | 33 | 211.0 |
| C&P | 68 | 52.6 | 66 | 59.3 |
| Others | 39 | 55.0 | 41 | 57.4 |
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A N N U A L R E P O R T 2 0 2 5
OPERATING REVIEW
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R&R
The Group completed 11 R&R projects in FY2025 compared to 9 in FY2024. Key completed projects included 144 HDB blocks in Aljunied-Hougang Town Council, Bishan-Toa Payoh Town Council, Jalan Besar Town Council, Pasir Ris-Punggol Town Council and Sengkang Town Council.
As at 30 June 2025, the Group had 22 ongoing R&R projects aggregating approximately $70.5 million that are expected to be completed by FY2027. They comprised mainly public sector repainting contracts for the Town Councils of Jurong-Clementi-Bukit Batok Town Council, Marine Parade Town Council, Pasir Ris-Changi Town Council, Tampines Town Council, Tanjong Pagar Town Council and West Coast Town Council.
A&A
In FY2025, the Group completed 4 A&A projects compared to 8 in FY2024. They included 16 HDB blocks in Jalan Besar Town Council and a private sector project for a 2-storey intermediate terrace house.
As at 30 June 2025, the Group had 33 ongoing A&A projects valued at approximately $211.0 million. Most of these projects are expected to be completed by FY2027. They include projects in Aljunied-Hougang Town Council, Ang Mo Kio Town Council, Holland - Bukit Panjang Town Council, Marine Parade-Braddell Heights Town Council,
Depot, Sengkang West Bus Depot, Pearl Bank, a nursing home, Jurong Primary School, Tuas Port and Tuas Terminal Gateway, Coney Island, Thomson East Coast Line and Tuas Water Reclamation Plant.
Marsiling-Yew Tee Town Council, Nee Soon Town Council, Pasir Ris-Changi Town Council, Sembawang Town Council and Tampines Town Council.
C&P
OTHERS
The Group completed 23 C&P projects in FY2025 compared to 5 projects in FY2024. Key projects completed included works for a nursing home, the Monetary Authority of Singapore, a JTC Tuas dormitory, 4-Storey and 3-Storey community centre and a project for Dyson.
The Others business segment includes Interior Design and Retrofitting (collectively “ ID ”), landscaping works, mechanical & electrical engineering works (“ M&E ”), Renewable Solutions (“ RS ”), vector control services and handyman services.
As at 30 June 2025, the Group had 66 ongoing C&P projects valued at approximately $59.3 million. Most of these projects are expected to be completed by FY2028. Significant projects include Tengah
The Group completed 22 projects in FY2025 under its Others business segment with additional 41 ongoing projects worth $57.4 million as at 30 June 2025.
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I S O T E A M LT D .
OPERATING REVIEW
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ID
The Group completed 12 ID projects in FY2025 including various commercial units. As at 30 June 2025, key ongoing ID projects included works for a hotel at one of Singapore’s Integrated Resorts.
Landscaping
The Group completed 6 landscaping projects in FY2025 including Aljunied-Hougang Town Council and private sector projects. As at
30 June 2025, key ongoing landscaping projects included a new term contract with a town council.
RS
This is a growing business segment for the Group. In FY2025, the Group completed 4 RS projects including works for offshore grid-tied floating solar PV system. As at 30 June 2025, there were 8 ongoing IRS projects including two projects totalling $12.9 million to install solar photovoltaic systems for HDB residential blocks.
ORDER BOOK
In FY2025, the Group secured new projects worth an aggregate of $67.7 million, and ended the year with a robust order book of $161.9 million, compared to $178.6 million in FY2024. After a brief lull, contract momentum picked up again in 1HY2026, with the Group announcing $43.5 million in new projects in July and August, which boosted order book to $181.1 million as at 27 August 2025. The order book will largely be delivered in the next two financial years.
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193.1
182.4
175.8 178.6
160.2 161.9
136.0
82.1
64.4
49.8
45.4
36.4
31.9 31.3
2HY22@30Jun 1HY23@31Dec 2HY23@30Jun 1HY24@31Dec 2HY24@30Jun 1HY25@31Dec 2HY25@30Jun
New projects secured during the period ($’M) Order book value ($’M)
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A N N U A L R E P O R T 2 0 2 5
FINANCIAL REVIEW
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REVIEW OF INCOME STATEMENT Revenue
The Group’s revenue decreased by 8.4% yoy to $119.2 million in FY2025 from $130.2 million in FY2024. This decrease was primarily attributable to lower contributions from the R&R and C&P segments in 2HY2025. As a result, R&R and C&P revenue in FY2025 declined 42.9% yoy to $28.8 million and 14.4% yoy to $14.9 million respectively.
The weaker performance from these two business segments were partially offset by the A&A and Others business segments, which achieved strong double-digit yoy revenue growth of 25.2% to $56.5 million and 10.4% to $19.0 million respectively. This was boosted mainly by consistently strong contract wins in these segments throughout FY2025.
In FY2025, A&A took the lead as the Group’s largest revenue contributor with a 47.4% revenue share. This was followed by R&R segment at 24.1%, Others at 16.0% and C&P at 12.5%.
Profitability
In line with the revenue trend, gross profit dipped 5.3% yoy to $19.1 million in FY2025 while net profit attributable to shareholders fell 21.2% yoy to $5.1 million. Nevertheless gross profit margin improved 0.5% point to 16.0% due to continued post-pandemic margin recovery of projects won.
Other Income and Expenses
Other income of the Group decreased by 35.1% yoy to $3.7 million in FY2025 from $5.7 million in FY2024 largely due to the absence of FY2024’s one-off gain from the disposal of the Group’s subsidiary, IME.
General and administrative expenses declined by 5.9% to $12.4 million in FY2025, from $13.2 million in FY2024, mainly due to decreased salaries and bonuses for staff and lower professional fees incurred. The Group also saw its finance costs drop by 11.1% to $2.2 million in FY2025, from $2.5 million in FY2024, on the back of lower interest rates along with the refinancing and repayment
of bank borrowings. Meanwhile, the Group recorded a 14.5% increase in marketing and distribution expenses to $0.8 million in FY2025, from $0.7 million in FY2024, which was driven by higher rental of motor vehicles and petrol charges, while other operating expenses climbed 27.3% to $0.6 million in FY2025 from $0.5 million in FY2024 mainly due to equity-settled share-based compensation.
At the same time, impairment loss on receivables and contract assets fell by 93.9% to $0.1 million in FY2025 compared to $1.7 million in FY2024, reflecting a decrease in credit risk profiles and better market conditions, which did not impact the valuation of the Group’s receivables and contract assets.
I S O T E A M LT D .
FINANCIAL REVIEW
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REVIEW OF FINANCIAL POSITION
The Group’s financial position improved in FY2025 with cash and bank balances growing substantially to $17.2 million as at 30 June 2025 from $10.9 million a year ago. Debt-toequity ratio was stable at 1.0 times as at 30 June 2025 compared to 0.9 times as at 30 June 2024.
Assets
Non-current assets increased slightly to $27.6 million as at 30 June 2025, up from $27.3 million as at 30 June 2024. This was mainly due to an increase in the fair value of unquoted equity shares held by the Group under Other Investments, which grew to $7.4 million as of 30 June 2025 from $4.7 million as of 30 June 2024. Current assets increased 14.9% to $93.1 million as at 30 June 2025 from $81.0 million as at 30 June 2024. This was mainly due to increases in cash and bank balances to $17.2 million from $10.9 million and trade and other receivables to $34.5 million from $27.9 million, offset by a decrease in contract assets to $41.4 million from $42.2 million over the same period.
Liabilities
Non-current liabilities decreased by 20.4% to $10.2 million as at 30 June 2025 from $12.8 million as at 30 June 2024. This was mainly driven by the repayment of loans and borrowings, which decreased to $7.7 million from $10.1 million, and a reduction in lease liabilities to $2.4 million from $2.6 million. Current liabilities increased by 18.1% to $62.2 million as at 30 June 2025 from $52.7 million as at 30 June 2024 mainly due to an increase in loans and borrowings to $36.6 million from $24.1 million as well as provision for taxation to $1.4 million from $0.3 million. This was offset by a decrease in trade and other payables to $22.9 million from $25.4 million and contract liabilities to $0.7 million from $1.6 million over the same period.
Equity
Total equity increased to $48.4 million as at 30 June 2025 from $42.9 million as at 30 June 2024 as the Group posted an accumulated profit of $20.5 million, reversing from an accumulated loss of $4.0 million as at 30 June 2024. This was offset by a decrease in share capital to $35.0 million from $54.3 million due to a capital reduction exercise.
REVIEW OF CASH FLOW STATEMENT
Net Cash Generated From Operating Activities
Operating cash flows before working capital changes was $9.4 million as at 30 June 2025 compared to $10.1 million as at 30 June 2024. The Group generated lower net cash from operating activities of $0.1 million in FY2025 compared to $6.4 million in FY2024. This was due to an increase in trade and other receivables of $6.7 million and a decrease in trade and other payables of $2.6 million, partly offset by an increase in contract assets of $0.8 million, as a result of higher billing.
Net Cash Used In Investing Activities
Net cash used in investing activities amounted to $0.2 million as at 30 June 2025, compared to $1.1 million as at 30 June 2024, and was mainly due to a reduction in purchases of property, plant and equipment of $0.3 million.
Net Cash Generated From Financing Activities
Net cash generated from financing activities was $6.5 million as at 30 June 2025 compared to $0.5 million as at 30 June 2024. This was mainly due to the Group’s drawn down of borrowings of $71.0 million and offset by repayment of bank borrowings of $60.8 million, interest paid of $1.9 million and repayment of lease liabilities of $1.3 million.
A N N U A L R E P O R T 2 0 2 5
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SUSTAINABILITY REPORT 2025
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SUSTAINABILITY 21 REPORT
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ABOUT THIS REPORT
This is the 8[th] annual Sustainability Report (“ Report ” or “ SR2025 ”) issued by ISOTeam Ltd. (“ ISOTeam ”, “ Company ” or “ Group ”). The SR2025 complements our Annual Report published 1 July 2024 to 30 June 2025, to provide our investors and stakeholders with an annual update and robust overview of our sustainability approach, commitments and actions, focusing on key Economic, Environmental, Social, and Governance (“ EESG ”) risks and opportunities for ISOTeam’s financial year.
REPORTING PERIOD AND SCOPE
The data and information in this Report are for ISOTeam’s operations in Singapore for the Group’s financial year 2025 (“ FY2025 ”), which stretches across 1 July 2024 to 30 June 2025. Group-level figures are in Singapore dollars and are reported using an operational control approach, unless otherwise stated.
REPORTING FRAMEWORK
This Report has been prepared in accordance to the Singapore Exchange Limited (“ SGX ”) Listing Rules 711A and 711B, Practice Note 7F of the SGX Listing Manual: Section B: Rules of Catalist (“ Catalist Rules ”), and guided by the SGX Sustainability Reporting Guide as well as SGX’s Core Environmental, Social and Governance (“ ESG ”) Metrics.
ISOTeam has prepared this Report with reference to the Global Reporting Initiative (“ GRI ”) Standards. The GRI Standards is a standardised and systematic framework for sustainability reporting with one of the widest adoption-rate globally. The International Sustainability Standards Board’s (“ ISSB International Financial Reporting Standards (“ IFRS ”) is increasingly adopted as a global best standard for sustainability- and climate-related financial management and reporting. The Company seeks to take a progressive transition to the IFRS S2 Climate-related Disclosure Standard and relevant IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information as guided by SGX. Progress continues to take place through a phased approach of reasonable and practicable means.
ASSURANCE FOR THIS REPORT AND RESTATEMENTS
The Group adopts internal verification to ensure the reliability of its EESG data. In compliance with Catalist Rule 711B(3), the Company ensures that its sustainability reporting process is reviewed by its internal auditor and in accordance with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors (“ IIA ”). The Group has not sought external assurance for the disclosures made in this Report but will review this on an annual basis.
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SUSTAINABILITY 22 REPORT
As part of the Company’s ongoing process of refining its data collection processes, SR2025 restated the FY2024 energy and emissions solar numbers in light of new information. Performance review coverage for Senior Management has also been restated for FY2024 due to new information.
NOTE ON FORWARD-LOOKING STATEMENTS CONTAINED IN THE SUSTAINABILITY REPORT
This report may contain forward-looking statements relating to the Company’s sustainability- and climate-related strategies, targets, transition plans, and future performance. These statements are based on current and publicly-available global and local assumptions, expectations, and projections about future events and are subject to uncertainties and risks beyond the Company’s control. Actual outcomes may differ materially from those expressed or implied due to factors such as changes in regulatory environments, market conditions, technological developments, and the impacts of climate change.
ACCESSIBILITY OF THIS REPORT
This report forms a part of ISOTeam’s FY2025 Annual Report and can be accessed digitally from both our corporate website http://isoteam.listedcompany.com/ar.rev and on the SGX-ST website https://www.sgx.com/.
We welcome questions and feedback on this report at [email protected].
BOARD STATEMENT
Green solutions have been a guiding principle in ISOTeam’s growth and operations since our establishment. We are dedicated to partnering our customers and Singapore to develop environmentally-friendly, safe and efficient solutions that are mindful of our impact on society and the planet. Our strategy explores how ISOTeam can meaningfully contribute to Singapore’s sustainability agenda, including the goals outlined in the Singapore Green Plan 2030. ISOTeam believes that embracing innovation and exploring new technologies will not only elevate our sustainability outcomes, but also support national and global ambitions.
The Board of Directors is responsible for overseeing that sustainability is thoughtfully integrated across all levels of the organisation. We require all our Directors to have undergone formal sustainability education programmes facilitated by established institutions, including the Singapore Institute of Directors. This enables the Board of Directors to oversee risks, opportunities, and performance on sustainability and climate matters, as well as align the Company’s strategic direction with responsible business practices and long-term stewardship. The Management and Sustainability Committee support the Board of Directors in a range of ways, including ensuring that long-term goals are achieved through a range of management plans and initiatives, as well as providing key updates and in the preparation of the annual sustainability report.
We believe that building a sustainable business is not only about compliance or performance, but also about purpose. As we move forward, the Board, supported by Management and the Sustainability Committee, will continue to play an active role in shaping a corporate culture that values innovation, resilience, and shared progress.
We express our appreciation to our employees, clients, partners, and the wider community for their ongoing support, and we look forward to strengthening these relationships as we pursue our sustainability objectives.
SUSTAINABILITY APPROACH
At ISOTeam, sustainability is embedded into our way of business. We are committed to responsible growth that creates enduring value for our stakeholders while safeguarding the environment and supporting community well-being.
The Board of Directors, in collaboration with senior management and dedicated sustainability teams, provides strategic direction and oversight of our sustainability journey. Our policies and practices are regularly reviewed to ensure they remain effective and relevant. We assess our business and value chain to promote responsible business conduct and environmental solutions.
SUSTAINABILITY GOVERNANCE
Sustainability at ISOTeam is governed through a structured framework that addresses a broad spectrum of material topics across environmental, economic, social, and governance dimensions. These topics, which include climate resilience, resource efficiency, and stakeholder well-being, are identified based on their relevance to our operations and their potential impact on business performance and stakeholder interests.
The Board of Directors has oversight on integration of sustainability into the Group’s corporate strategy, risk management, and performance evaluation. This oversight is supported by the Sustainability Committee, which is chaired by the Chief Executive Officer, and consists of the Management team. The Committee collaborates closely with business unit leaders and key functional representatives to develop and coordinate sustainability initiatives, track progress, and ensure alignment with our sustainability goals.
I S O T E A M LT D .
23
SUSTAINABILITY REPORT
Designated sustainability champions in key departments and business units are responsible for action plans and performance monitoring, reporting to internal management as well for the sustainability report. These champions are additionally responsible for gathering industry trends and consolidating stakeholder feedback so that the information can be integrated into management review platforms (such as the Sustainability Committee meetings and Management meetings) and EESG best practices. This enables ISOTeam to capture a robust range of sustainability considerations into the Company’s daily processes and decision-making.
As part of the Sustainability Report review and approval process, Management and the Sustainability Committee collect, review and monitor all ESG related issues and performance including those that can influence the climate; and the Board maintains oversight and has final approval of the final report.
All members of the Board are required to have undergone SGX-approved courses on sustainability awareness and corporate governance. More information can be found in the Corporate Governance report. The Sustainability Committee and senior management periodically receive updates to their knowledge on sustainability, climate-related issues, trends and the landscape.
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• Oversight of sustainability in ISOTeam’s strategy and business, ESG performance, and
sustainability report
BOARD
• Reviews and approves the material topics for ISOTeam
• Twice a year review of sustainability key performance indicators
• Chaired by Chief Executive Officer
Sustainability Committee • Comprises representatives of the Group’s business functions
(led by Chief Executive Officer) • Supports Management and the Board in setting high-level sustainability direction and
strategic focus, targets, management plans, resource allocations and financial considerations
Finance • Supports Management and the Board in advising on sustainability-related risks and
Human Resource opportunities
Procurement • Formulates the sustainability framework
Safety • Leads and oversees the implementation of sustainability strategy and ESG-related matters
Administration • Reviews, monitors, and enhances the Group’s sustainability strategic plans, initiatives and
Operations performance across the business and value chain
IT • Coordinates and implements the Group’s sustainability initiatives and programmes
Representatives of Business Units • Be responsible for and lead the Company’s work on ISOTeam’s Sustainability Report
requirements, including any related assurance where applicable
• Quarterly review of sustainability performance indicators
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ANTI-CORRUPTION & BRIBERY
The Company’s stance on ethics, anti-corruption and bribery is communicated through its Conflict of Interest Policy , Disciplinary Policy and Whistle Blowing Policy . These are endorsed by the Audit Committee (“ AC ”) and approved by the Board. Please refer to the Corporate Governance section of this annual report for details.
The Whistle Blowing Policy is available to all employees and can be found on the Company’s website. It includes a dedicated email address and a direct channel to the AC Chairman. Our processes are designed to investigate and address concerns raised anonymously, as well as ensure that all matters are handled with the utmost confidentiality and without fear of reprisal. The policy, channel and process communicated to all employees and can be found on both the website and in the Employee’s Handbook.
In FY2025, there were zero incidents related to corruption.
MANAGEMENT OF THIRD-PARTY PARTNERS
As part of our governance measures, ISOTeam has in place a set of Purchasing and Control of Suppliers/Subcontractors procedures. New business partners are assessed for quality, environmental, health and safety performances over the duration of a year. A Master Approved Vendors List is reviewed on an annual basis, where vendors are assessed on a range of aspects, including the use of environmentally friendly products, quality of service/goods, as well as EHS performance. In the event of delistings, notifications are sent to all concerned parties and the details are recorded in a folder maintained by the Contracts department.
A N N U A L R E P O R T 2 0 2 5
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SUSTAINABILITY REPORT
STAKEHOLDER GROUPS AND ENGAGEMENT ACTIVITIES
Our stakeholders play a key role in shaping our strategy and sustainability decisions. We recognise the importance of structured, regular engagement with stakeholders to deepen our understanding of their perspectives, needs, and concerns. By actively listening and responding to the concerns and priorities of our stakeholders and the wider community, ISOTeam ensures our actions align with both our corporate values and the evolving environmental, social, and governance (“ ESG ”) landscape.
STAKEHOLDERS
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Stakeholders Expectation and Interests Engagement Platforms Our Response
Employees • Safety and well-being • Annual Employee Appraisals to A range of policies and initiatives have
• Employee welfare and benefits discuss career progression and been put in place. For more information
• Personal development capability development please refer to the chapters on
• Progressive and fair remuneration • Employee trainings • Employment
• Job stability • Policies and procedures • Occupational Health and Safety
• Appreciation dinners and other • Training and Education
festive events
Customers • Good customer service • Enquiry and feedback channels ISOTeam takes a collaborative approach
• Price advantage • Direct customer meetings to develop dependable, eco-friendly and
robust solutions that meet customer
budgets
Suppliers • Prompt payment • Vendor Performance Review • ISOTeam adopts a protocol to manage
• Compliance with terms and after projects and ensure that contractors receive a
conditions of transactions • Periodic meetings timely payment response
• A Vendor Performance Review after
every project enables the team and
supplier to review and monitor quality
of transaction
Investors • Profitability and dividends • Annual meetings, bi-annual A range of policies and initiatives have
• Transparency and timely reporting briefings and ad-hoc investor been put in place. For more information
meetings please refer to the chapters on
• Circulars and reports • Shareholders and Investor Activities
• Timely announcements to • Corporate Governance
shareholders • Sustainability Governance
• Dedicated email channel and
contact point
Government and • Compliance with regulations • Discussions with relevant • Timely reporting to regulators and
Regulators • Established reporting procedures and authorities government agencies
channels in place • Collaborations, where applicable
Communities • Social responsibility to relevant • Activities to support communities • Regular philanthropic and volunteer
communities activities for 1) internal workforce,
• Support for community development 2) external under-privileged community
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I S O T E A M LT D .
SUSTAINABILITY REPORT
25
MATERIAL SUSTAINABILITY TOPICS
MATERIALITY ASSESSMENT AND APPROACH
ISOTeam takes reference from the GRI Standards for its materiality assessment approach. Materiality topics were reviewed with the integration of internal and external stakeholder feedback compiled via an online survey. The responses were analysed and then aggregated into 10 key material issues. These were mapped based on their economic, environmental and social impacts. Information from the Group’s usual stakeholder engagement as described in the Stakeholders table supplements internal review of the material topics. There were no identified material changes impacting the Group’s business and value chain in FY2025 and the material topics remain the same.
High
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Importance to Stakeholders
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Community Engagement
Occupational
Health and
Water and Effluents Safety
Energy
Fuel Consumption
Electricity
Training and
Education
Waste Employment
Economic
Performance
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Impact on Business
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High
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MATERIAL TOPICS
In addition to the material topics identified in our materiality assessment, ISOTeam with the assistance of external sustainability consultants, identified a list of additional areas and metrics to report on a voluntary basis. Based on best practice recommendations such as the Singapore Exchange’s Core ESG Metrics, these additional areas disclosed in the report include Greenhouse Gas (“ GHG ”) emissions as well as Governance matters.
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Material topics SDG alignment Description and GRI Impacted ISOTeam’s response
alignment Stakeholder Groups
Economic Performance
Distribution of economic value Employees, Customers, Our dedication lies in constructing
to stakeholders Suppliers, Investors, dependable, eco-friendly and robust
Government and solutions for our clients. We are also
Associated GRIs: Regulators committed to generating enduring
• GRI 201: Economic economic benefits for those invested in
Performance 2016 our endeavours.
Refer to:
• ESG Performance Overview
• Operating Review (in Annual Report
2025)
• Joint Message to Shareholders (in
Annual Report 2025)
Energy Consumption, Water and Effluents, Waste Management
Practices in place to Customers, Suppliers, We are committed to reduce our
introduce environmental Government and energy consumption, GHG emissions
friendly solutions in Regulators, Employees and maintaining a watchful approach
delivering products and to the management of our waste and
services water usage.
Associated GRIs: Refer to:
• GRI 302: Energy 2016 • ESG Performance Overview
• GRI 303: Water and • Environmental
Effluents 2018 • Climate-related Disclosure
• GRI 306: Waste 2020
Occupational Health and Safety
Measures in place to Employees, Customers The core of our business lies with our
ensure health and safety of workers who are frequently exposed to
our people high-risk situations at our construction
sites. We aim towards a constant zero
Associated GRIs: rate of work-related injuries, fatalities
• GRI 403: Occupational and cultivate a healthy work culture that
Health and Safety 2018 prioritises safety above all.
Refer to:
• ESG Performance Overview
• Occupational Health & Safety
Employment
Fair employment practices Employees, Government At ISOTeam we champion fair and equal
in aspects of hiring, and Regulators hiring and employment practices. We
benefits and welfare empower our workforce with platforms
to voice their opinions and contribute to
Associated GRIs: our management systems.
• GRI 401: Employment
2016 Refer to:
• ESG Performance Overview
• Employment
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Material topics SDG alignment Description and GRI Impacted ISOTeam’s response
alignment Stakeholder Groups
Training and Education
Practices in place to Employees We will not be able to achieve success
develop our people’s in the company without a workforce that
potential and talent is both driven and competitive. As such,
management we invest in our people and encourage
them to enhance their expertise and
Associated GRIs: skillsets.
• GRI 404: Training and
Education 2016 Refer to:
• ESG Performance Overview
• Training and Education
Community Engagement
Community outreach Communities, We maintain close ties to both our
activities Government and internal and external communities. It is
Regulators part of our commitment to our corporate
Associated GRIs: value to build trusted, respectful and
• Not applicable [1] caring relationships and bonds with
stakeholders.
Refer to:
• Community Engagement
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CLIMATE-RELATED DISCLOSURE
ISOTeam has adopted a reasonable, phased approach to climate-related matters. In FY2025, we decided to take steps to develop a robust understanding of our climate-related risks and opportunities (“ CRROs ”) through a robust climate-related scenario analysis, before focusing on our transition plans.
Building on the Taskforce for Climate-related Financial Disclosures (“ TCFD ”) recommended disclosures that were developed in earlier years, the Company will apply ISSB’s IFRS S2 Climate-related Disclosures and relevant components in the IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information from SR2025 onwards.
GOVERNANCE
ISOTeam approaches climate-related matters as part of our larger management of long-term sustainability. Details on the Board’s and management’s climate-related roles and responsibilities can be found in the Sustainability Governance, Board Statement and Corporate Governance sections.
STRATEGY
Business Strategy
As part of services for the built environment, ISOTeam has a unique role in enabling clients, the community and the country to put in place climate adaptation and mitigation measures. The market’s readiness for such solutions and the ecosystem availability of market-accessible solutions are key factors in our ability to propagate such climate adaptation and mitigation initiatives. We aim to strike a balance between proactively scanning for innovative solutions and ensuring accessible channels for our clients.
As such, to develop climate resilience, the Group’s business strategy and planning horizons (which typically spans 0-5 years) will consider the longer time horizon typical for climate matters when identifying company risks and opportunities.
1 ISOTeam pursues a different objective and nature of community activities as those defined by the GRI Standards.
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Climate Scenario Analysis
In FY2025, ISOTeam undertook a climate scenario analysis to identify the Group’s climate-related risks and opportunities. The exercise was developed based on reasonable and supportable information available within reasonable cost and effort.
Identification process of climate-related risks and opportunities (CRROs)
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CRRO identification Impacts in value chain Review and validation
• Physical risk assessment with
Physical Risks
applied climate models for Assess CRROs and
1 asset validation of results with
• National reports Senior Management (SM)
Value Chain
• Peer reports 1. CRRO workshop with
Transition Risks impact
• Industry reports Sustainability Committee,
consideration
• National reports BU heads and C-Suite
Opportunities • TCFD guidance 2. Assessment and validation
• IFRS S2 guidance of impact and likelihood with
• Stakeholder-incorporated Chairman, CEO and CFO
Materiality Assessment 3. Board validation
Application of Scenarios: SSP1-RCP2.6 & SSP5-RCP8.5
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Scenarios from the Intergovernmental Panel on Climate Change (“ IPCC ”) were reviewed. A leader on climate-related information, the IPCC is an intergovernmental United Nations committee that brings together global expertise and scientific research to assess and understand potential impacts of climate change. Two IPCC scenarios were selected for the exercise to identify potential risks and opportunities that have the potential to impact ISOTeam’s strategy, business growth, financials and value chain. Singapore reports such as the Singapore’s Third National Climate Change Study and industry reports were also reviewed to develop localised context to the scenarios.
Description of ISOTeam’s selected climate-related scenarios
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Scenario SSP1 – RCP2.6 SSP5 – RCP8.5
Basis for Selection Ambition scenario aligned to the Paris-Agreement Business-as-usual (“BAU”) scenario
Global Temperature 1.5°C – 2°C increase >4.3°C by 2100 increase
Singapore Temperatures Air temperatures (very hot days): Air temp (very hot days):
(Air temp, WBGT) – 47-93 days per annum >35°C ~2050 – 76-189 days per annum >35°C ~2050
– 41-125 days per annum >35°C ~2100 – 252-351 days per annum >35°C ~2100
Wet bulb globe temperature: Wet bulb globe temperature:
– 53-112 days per annum >33°C ~2050 – 86-155 days per annum >33°C ~2050
– 54-135 days per annum per annum >33°C ~2100 – 207-326 days per annum per annum >33°C ~2100
Policies and Compliance Aggressive carbon reduction policies and compliance Little meaningful action on carbon reduction
Risk Exposure Higher transition risks, particularly in the short-mid term Higher physical risks, further into the long term
onwards
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- Notes: Above information adapted from IPCC, The Synthesis Report of the Fifth Assessment Report (2014) and The Synthesis Report of the Sixth Assessment Report (2023); as well as NEA, Singapore’s Third National Climate Change Study (2024)
SSP refers to Shared Socioeconomic Pathways
- RCP refers to Representative Concentration Pathways
Time horizons chosen for this exercise where short-term (2030, ~5 years), medium-term (2045, ~15 years) and long-term (2060, ~30 years). This exercise prioritised consideration that climate change is typically a long-term phenomenon with gradual change and compounded effects, as detailed in the reports such as those from IPCC and the Centre for Climate Research Singapore. This enables ISOTeam to develop a more robust set of CRROs to integrate into our strategy and risk decisions.
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CLIMATE-RELATED RISKS AND OPPORTUNITIES
Physical Risks[2]
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Category Risk Description
Acute Heatwave • Key Driver(s): Expected drivers include national regulations on the built industry as
Increase in frequency, duration well as corporate operational policies in response to heat increase
and intensity of heatwaves • Key time horizons to note: Current to long-term
(such as number of days • Impacts and Plans: Prolonged and intensified heatwaves are expected to increase
over 30°C) the building loads and associated operating costs to meet cooling, heating or air
distribution requirements. Elevated ambient temperatures also extend the time
needed for development, construction, and maintenance activities, thereby increasing
project timelines and overall costs. This is contributed by increased occupational
health and safety (“ OHS ”) risks for site personnel, reduction in productive work hours
per headcount, reduced work intensity during peak heat periods as well as longer
acclimatisation periods for workers
Chronic Water Stress • Key Driver(s): Singapore’s continued resilience of usable water sources
Decreased availability and • Key time horizons to note: Long-term
access to usable water for • Impacts and Plans: A large component of this as an inherent risk has been mitigated
the business and community at national level (refer to World Resources Institute’s (“ WRI ”) Aqueduct Flood Hazard
Maps v4.0). In the latest WRI update, water stress risk for Singapore sits at lowest
tier [3] , for short-, medium- and long-term under similar scenarios. Additionally,
ISOTeam’s current use of water in operations has substitutes in Singapore’s ability
to ramp up alternative and renewable water sources such as seawater osmosis and
NEWater, a recycled industrial-grade water. Residual risk levels for water stress are
largely concentrated in the long term for increased pricing and potential increased
regulations on water efficiency and/or use volumes. While the long-term pricing
impacts are difficult to forecast based on the lack of available data, the Group is
embarking on water monitoring programmes to better understand usage and to
identify areas to reduce risk exposure
Chronic Sea Level Rise • Key Driver(s): The key driver for this from both adaptation and mitigation perspective
Rise in sea levels due to is respectively led by global policy which will affect speed of sea-level rise; as well as
temperature increase and national coastal protection policies and infrastructure
melting ice • Key time horizons to note: Long-term
• Impacts and Plans: The Group’s ability to directly mitigate this risk remains limited as it
is a national-level risk. Since 2011, Singapore has continued to boost efforts through
to 2110 to enhance defence to protect the island state from this threat [4] . We expect
this to have a significant impact on mitigating the Company’s exposure to this risk, but
ISOTeam will plan to monitor potential indirect impacts of the situation as well as scan
the horizon for meaningful and applicable ecosystem solutions
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2 Heatwaves climate model utilises information from NASA Global Downscaled Daily Projections is used to estimate the number of days of anomalously high temperatures that exceeded the historic 98th percentile of annual temperatures (1980 to 2010) at the asset’s location. SSP2 scenario has been replicated for SSP1 use. However, we note that future trends under SSP1 will largely reflect historical patterns, so historic risk exposures continue to provide similar future relevancy of these hazards.
-
Water Stress is estimated by a climate hazard tool which combines 1) WRI’s Global Aqueduct water stress score and 2) Standardized Precipitation Evapotranspiration Index (“ SPEI ”) drought indicator. A weighted mean derived from the methodology designed by the World Resources Institute in their Global Aqueduct Methodology is applied, and captures both meteorological factors as well as anthropogenic factors associated with water stress. A subsequent review of WRI’s Global Aqueduct water stress score (v4.0), Singapore’s Third National Climate Change Study (V3) and PUB’s Sustainability Report 2023 provided added context for risk likelihood and impact scorings.
-
Sea Level Rise projections are based on the Coupled Model Intercomparison Project Phase 6 (“ CMIP6 ”) for the expected sea level rise in meters from historic baseline sea levels, within 5km of an asset location, and incorporate the effects of thermal expansion from ocean warming, melting of ocean/land ice and local land subsidence and rebound. For current sea level rise, data is observed from NASA’s Jet Propulsion Lab satellite data of global coverage (-80 to 80 latitude) from 1993 to present, and does not incorporate local land subsidence or rebound.
-
3 World Resources Institute Aqueduct (4.0) Water Risk Atlas.
-
4 Speech by Deputy Prime Minister and Coordinating Minister for National Security Teo Chee Hean at the Opening Session of the Arctic Circle Singapore Forum 12 Nov 2015; DPM Teo Chee Hean at the Global Compact Network Singapore Summit 2018; Speech by Prime Minister Lee Hsien Loong at the Launch Of Clean & Green Singapore 2018; Singapore National Day Rally 2019.
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Transition Risk
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Category Risk Description
Market Uncertainty in cost and • Key Driver(s): As the market looks increasingly to circular/low carbon materials and
availability of materials and services, ISOTeam’s ability to meet this demand will be influenced by the availability
supply chain
and cost of such materials and the supply chain. ISOTeam’s ability to provide such
materials to its customers will be affected by potential regulations that influence
demand and supply of such materials
• Key time horizons to note: Medium to long-term
• Impacts and Plans: Difficulty in accessing and capitalising on circular/low materials
may result in higher cost of capital and increased operational cost which will in turn
affect project pricing for clients
Market Demand for low-emissions • Key Driver(s): National stance on climate change and aggressiveness of policies
footprint of projects as and/or regulations; and the ability of ISOTeam to map and manage project-based
customers enforce green emissions
procurement requirements • Key time horizons to note: Long-term
and/or project reporting • Impacts and Plans: As the market begins to widely demand green procurement
requirements measures, ISOTeam will face increased pressure to ensure it is best positioned to
respond accordingly with competitively-priced solutions from its value chain and
ecosystem. In addition, the Group is conservatively confident in meeting potential
enhanced reporting requirements for projects. However, the availability and cost
effectiveness of low-emissions solutions for projects continues to be largely
determined by upstream value chain actors. Green procurement policies and
regulations is currently focused on upstream aspects such as materials, products,
where there is international focus on reducing emissions in high impact goods such
as concrete. Given the market’s prevailing preference for low-cost options, exposure
to this risk is expected to materialise gradually for ISOTeam. The Group continues to
engage regularly with stakeholders and monitor market movements and supply chain
availability
Policy & Legal Exposure to non-compliance • Key Driver(s): The national stance on climate change will impact how aggressive
Reputation amidst increasingly complex policies and/or regulations are on environmental, social and governance matters
and demanding sustainability, • Key time horizons to note: Long-term
environmental and emissions • Impacts and Plans: Enhanced monitoring and planning will be required to mitigate
obligations (including reporting) risks of potential penalty by regulator/s, legal action and costs, loss of stakeholder
(including customer) trust and potential loss of revenue in the event of business
disruption
Policy & Legal Increased cost of energy • Key Driver(s): ISOTeam’s ability to stay ahead of potential carbon-related regulation by
Technological sources (especially fossil based) managing its energy use mix, emissions reduction, implementation of low-emission
and stricter polluter-pays solutions in operations and the availability of greener technology/solutions in value
policies chain will affect its exposure to this risk
– increasing carbon taxes on • Key time horizons to note: Long-term
manufacturing, power, waste, • Impacts and Plans: While Singapore has plans to increase carbon tax into the $50-$80
and water sectors range by 2030, ISOTeam’s sector is considered non-discretionary and is expected to
– potential green tax on fossil maintain a level of price inelasticity. Nonetheless, the Group foresees potential increase
fuel in long-term Ambition in costs of goods and services and subsequent impact on operational cost (such as
scenario increased tariffs electricity or cost to use fossil fuels in longer-term). Investment costs
in transitioning to electric or green equipment and vehicles are likely to materialise
in capex in the short to mid-term. ISOTeam plans to better understand its energy
consumption, reduce energy use, as well as source for renewable alternatives
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Opportunity
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Category Opportunity Description
Technology Digitalisation and automation • Key Driver(s): Ecosystem availability of reasonably priced technology solutions
of operations • Key time horizons to note: Long-term
• Impacts and Plans: Increased efficiency and reduced operating expenses;
potential contributor for reduced occupational health and risks; potential reductions
to long-term climate-related risks and costs by enhancing resilience. ISOTeam has
begun leveraging on digitalisation and technology to explore safer and more effective
ways of performing tasks, but largescale digitalisation remains uncertain in the
short-medium term due to lack of resources and uncertainty in market acceptance.
ISOTeam plans to continue monitoring the market for opportunities that meet market
appetite
Products and Degradation/damage on • Key Driver(s): Climate and weather conditions; National policy and regulation
Services aging buildings, structures • Key time horizons to note: Medium to long-term
and landscapes exacerbated • Impacts and Plans: Increased demand from expected organic and national regulation
by severe weather and climate for repair/alteration/retrofit works solutions and materials that are green and/or
impacts such as heat and water enhance existing structures for severe weather. ISOTeam intends to grow with the
stress, subsidence, inland potential demand, ensuring that the Group continues to remain relevant in expertise
flooding and capabilities
Market Increased demand for • Key Driver(s): Worsening severity of climate and weather conditions in both scenarios
infrastructure work due to will accelerate demand for a wide range of solutions. Climate mitigation and
Singapore/communities/clients’ adaptation activities will be present with levels of aggressiveness in both scenarios as
need to take climate mitigation, both national and private-sector entities build resilience to physical and transitionary
adaptation measures climate risks
• Key time horizons to note: Current to long-term
• Impacts and Plans: Demand for renewable solutions projects such as solar has started
to pick up pace and is expected to increase. The market is significantly influenced by
1) the availability of proven solutions that are competitively priced, and 2) national
strategy and regulations. As new mitigation and adaptation solutions are approved for
mass adoption, ISOTeam aims to position itself strategically as a solutions provider
Market, Products Increased demand in green • Key Driver(s): National policies and regulations; and the increase in customer
and Services building certification, awareness and preference for green solutions
solutions and materials and • Impacts and Plans: New approaches and certifications for environmentally friendly
decarbonising of buildings/
urban structures and planning have gained traction as a result of climate-resilience
estates
measures by customers, the community and the country. There are opportunities
for the Company to develop expertise, explore value chain collaborations; as well as
increase demand for existing products/services such as expansion into ABC Waters [5]
expertise
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5 The Active, Beautiful, Clean Waters (“ ABC Waters ”) Programme focuses on engineering nature-based solutions for groundwater management and its connectivity to the national water drainage system. Led by PUB, Singapore’s national water agency.
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A Transition Plan Maximised for Green Value
Recognition of several of these CRROs had begun several years ago as part of the Company’s commitment to supporting national climate change management efforts. ISOTeam continues to take steps to mitigate risk impacts as well as develop the pathway to realise opportunities. As we continue to grow in our journey to understand and integrate climate-related risks and opportunities into our way of business, we will enhance our reporting with appropriate details.
We continuously strive to work with industry and value chain partners and clients to develop and accelerate green and more efficient methodologies and solutions. These range from include green initiatives such as:
-
ISOTeam Renewable Solutions Pte. Ltd. was established to leverage on opportunities in infrastructure for a low carbon economy and strengthen the Company’s support of Singapore’s decarbonisation initiatives. This enabled the expansion of its portfolio to renewable energy solutions. It has since successfully designed, supplied and installed solar photovoltaic systems for the Singapore market, including the Land Transport Authority’s bus depots, MRT stations and HDB estates.
-
ISOTeam Buildtech Pte. Ltd. was set up to build the Group’s tech-driven capabilities and monitor the industry for transferable technologies. Working together with industry partners and contractors, it will be implementing and utilizing ISOTeam’s developed drones for operation. Artificial intelligence has been applied to a digital platform to accelerate the speed and accuracy of analysing drone-collected data.
-
ISOTeam has expanded its offer of products and services to clients to support their journey of adapting and mitigating climate change impacts to the built environment, including heat-reflective and heat-management surface coatings.
The Company’s focus on green solutions over the years has been recognised by the industry, such as through the Singapore’s Building and Construction Authority (“ BCA ”) Green and Gracious Builder Award (Merit), which was administered by the Singapore Contractors Association Limited (“ SCAL ”).
METRICS AND TARGETS
Tracking of Scope 1 and 2 emissions is focused on an absolute basis for entities under operational control. In light of evolving best practices, we are in the process of reviewing our metrics to establish a robust baseline as well as enhance our transition plans and targets.
Our approach to climate metrics continues to evolve and we aim to adopt appropriate metrics to monitor climate-related risks and opportunities.
For more information on our energy and emissions performance and long-term target, please refer to the Energy Consumption and Greenhouse Gas Emissions sections.
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EMPLOYMENT
ISOTeam’s fair employment practices are guided by established standards and legal frameworks, with ongoing initiatives aimed at strengthening employee capabilities and aligning human capital development with organisational goals. We work to foster a culture where equal opportunity and merit-based recognition is embedded in the way we hire, develop and empower a strong workforce that ISOTeam is founded on.
EMPLOYMENT POLICIES
The ISOTeam’s family values are integral to the Company’s approach to our employment and human resource management. The Company’s human resource principles, employment policies, and remuneration packages are benchmarked against industry best practices and align with Singapore’s Ministry of Manpower (“ MOM ”) guidelines.
The Group has in place a wide range of policies that support employees such as our Human Rights Policy and flexible work arrangements that reference national and global best practices. The Resignation and Recruitment Policy and Worker Salary Review and Loyalty Incentive Policy address agency fees and monetary incentives, enabling us to safeguard and incentivise employee interests. For employee resignation, the Group has rolled out processes which require the Business Unit (“ BU ”) heads to 1) understand the reasons for a staff member’s resignation, and 2) explore redeployment or issue resolution. A Retirement and Re-employment Policy is in place to support the transition needs of our workforce.
The ISOTeam employee handbook ensures that all employees are educated on our expectations on ethics and compliance, accountability, mutual respect, and open communication between management and staff in every employee. Staff are kept informed of updates to the handbook through briefing sessions, notification emails, as well as open communication channels for feedback and questions.
Employee benefit and welfare packages are regularly reviewed and updated based on staff feedback and discussions. In addition, clear and transparent criteria for our hiring and annual performance review process ensure that potential and current employees are assessed without discrimination. All employees discuss their career growth and job expectations with their managers through annual performance reviews. ISOTeam entities have also adopted Singapore’s Progressive Wage Mark best practices. This accreditation scheme that recognises companies who have training programmes in place and progressive wages set at each level.
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Performance Review by Employee Categories Percentage
Senior Management 100.0%
Middle Management 100.0%
Non-Management 96.2%
Total 96.7%
Performance Review by Gender Percentage
Male 96.7%
Female 97.3%
Total 96.7%
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OUR TEAM
ISOTeam places strong emphasis on maintaining workforce capability and stability while adapting to changing operational needs. The Group takes a comprehensive view of talent retention and acquisition. To support workforce agility, efforts are made to balance internal mobility, upskilling, retraining and retention strategies with recruitment efforts. This approach enables us to respond effectively to shifting business requirements while promoting internal career progression.
In the reporting year, we employed 824 full time and part time employees across our Singapore operations. This consisted of 821 full-time employees, and 3 part-timers. Of our employee headcount, 8.9% (73 persons) were female. In FY2025, we enhanced our data monitoring and reporting process to include full-time and part-time employees involved in ISOTeam projects. All data reported in this chapter refer to total sum as at the end of FY2025, unless otherwise indicated.
There were no staff retrenchments in the reporting year.
The workforce of the construction and built environment industry is dominated by males, which is also reflected in ISOTeam’s gender profile. The Company however is committed to encouraging diversity and inclusivity in the workplace and we strive to maintain a reasonable balance of age and gender diversity.
ISOTeam respects employee rights to freedom of association and collective bargaining under applicable laws. Although the workforce is not unionised at present, employee representation is embedded in our occupational health and safety committees, providing a structured platform for raising site-related issues. Multiple communication channels that offer safe and supportive avenues for employees to raise broader concerns or grievances (such as whistleblowing) are available to all employees.
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Total Number of Employee by Contract and Type
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Male 751 Male 163
No. of full-time employees Female 70 No. of Permanent Employees Female 63
Total 821 Total 226
Male 0 Male 588
No. of Temporary/Contract
No. of part-time employees Female 3 Female 10
Employees
Total 3 Total 598
Grand Total 824 Grand Total 824
Non-guaranteed Hours Male 0
Employee (Accumulative) Female 0
Grand Total 0
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ATTRITION
As part of a comprehensive human resource strategy, we actively monitor and manage employee attrition, turnover, and recruitment efforts to maintain a balanced workforce that is both resilient and responsive to evolving business needs. This approach enables us to sustain organisational continuity, optimise talent deployment, and support long-term workforce planning in alignment with our operational and strategic priorities.
In FY2025, new hire rate decreased by 49% as several of our projects moved past the launch phase and stabilised. Contract completions and internal transfers are newly reflected in ISOTeam’s employee turnover figures for FY2025.
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FY2024 FY2025
Turnover
(includes resignations,
Turnover terminations, contractual
(includes resignations, completions, internal
New Hires terminations) New Hires transfers)
Total No. of
Employees No. Rate (%) No. Rate (%) No. Rate (%) No. Rate (%)
Male 234 24.1% 61 6.3% 91 11.0% 221 26.8%
Female 20 2.0% 20 2.0% 19 2.3% 22 2.7%
Total 254 26.1% 81 8.3% 110 13.3% 243 29.5%
Under 30 years old 144 14.8% 25 2.6% 47 5.7% 102 12.4%
30-50 years old 95 9.8% 35 3.6% 43 5.2% 115 14.0%
Over 50 years old 15 1.5% 21 2.1% 20 2.4% 26 3.2%
Total 254 26.1% 81 8.3% 110 13.3% 243 29.5%
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Note: In FY2025, a new approach was adopted to measure Turnover. Figures reflected for FY2025 include additional categories as detailed in the headers.
EMPLOYEE BENEFITS
Our employee benefits programme is inclusive and extends across all staff categories, including non-management permanent employees such as operational workers. All employees are entitled to medical services at designated company clinics, annual health screenings, and coverage under the Group’s collective insurance scheme. In addition, benefits such as medical and hospitalisation coverage, parental leave, flexible work arrangements, and performance-based bonuses are provided to support the overall well-being and engagement of our workforce. These measures reflect our commitment to ensuring equitable access to essential support and services for all employees.
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Benefits for All Permanent and Part-time Employees
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Leave Medical Benefits Flexible Work Arrangements Parental Leave
• Annual leave • Outpatient treatment • Flexi-time • Maternity leave
• Granted leave • Inpatient treatment • Flexi-place • Paternity leave
• Medical leave • Dental treatment • Childcare/extended childcare leave
• Examination leave • Insurance coverage • Adoption leave
• Marriage leave • Basic health screening • Shared parental leave
• Compassionate leave
• Birthday leave
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Parental Leave
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All employees are
Male
entitled parental leave
No. of employees entitled to parental leave
entitlements subject to
Female
local regulations
Male 23
No. of employees that took parental leave
Female 12
No. of employees that returned to work in the reporting period after Male 23
parental leave ended Female 12
Male 23
No. of employees due to return to work after taking parental leave
Female 12
Male 12
No. of employee still employed 12 months after parental leave ended
Female 8
Male 17
No. of employees returning from parental leave in the prior reporting period
Female 11
Male 100.0%
Return to work rate
Female 100.0%
Male 70.6%
Retention rate
Female 72.7%
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REPORTING FOR EMPLOYMENT
-
FY2025 Goals FY2025 Performance FY2026 Goals • Continue to ensure that Human Resource • Updates made to re-employment plan, • Review and update existing HR policies to policies address employees’ welfare and retirement plan and benefits ensure alignment with employee wellbeing promote a healthy work-life. • Increase of medical coverage and regulatory compliance
-
Continue to be an employer of choice and achieve a high annual staff retention rate.
-
To review our employee benefits.
-
Reinforce flexible work arrangements • Launch internal campaigns/workshops promoting work-life balance and mental wellness
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OCCUPATIONAL HEALTH AND SAFETY
Workplace safety and health (“ WSH ”) is a foundation of ISOTeam’s business. We aim to create a healthy and safe environment for all stakeholders, including employees, subcontractors, customers as well as the communities within the vicinity of our work sites.
The Company’s management systems are certified to the SS ISO 45001 (Occupational Health and Safety Management Systems) and SS 679: 2021 (Code of Practice for Workplace Safety and Health Management System for Construction Workers). Audits for safety protocols are regularly conducted and there is ongoing collaboration with local regulatory bodies to ensure that our occupational health and safety procedures are of the highest standards. Our health and safety practices are cross-embedded into several of our other corporate policies such as the ISOTeam Green and Gracious Policy and the Integrated Policy for Raymond Construction, ISOTeam Corporation and TMS Alliances. 100% of employees and external workforce (such as contractors and vendors) at our premises and who work at project sites are covered by our workplace health and safety management system.
An approximate 10% of the onsite workforce is actively involved in our formal joint management-worker health and safety committees. This provides a channel for operational staff to raise concerns, contribute to a safe working environment, and support the well-being of their peers.
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Safety protocols have been newly updated to include daily checks of Singapore’s wet bulb globe temperatures (“ WBGT ”) to mitigate risk of heat stress and ensure that all our outdoor work is carried out safely. Measures to address high WBGT continue to be implemented, including providing shaded locations for heat recovery, hydration reminders, awareness building and updated emergency response procedures. The Company conducts monthly internal trainings on workplace risks and safe work procedures. Work that requires specialised skillsets can only be undertaken by employees who have been trained, and this extends to contractors and vendors. All external and internal trainings are additionally evaluated by the WSH Coordinator, who works on the construction sites with the migrant workers. Contractors are expected to understand and enforce our workplace safety and health practices and must have undergone ISOTeam’s Safety Induction Course. Regular health checks are provided and to nurture a healthy living, the Company organises daily morning exercises and monthly fruit days aim to expand employee awareness of wellbeing.
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FY2023 FY2024 FY2025
No. of cases Rate No. of cases Rate No. of cases Rate
Fatalities as a result of Not
1 0 0.00 0 0.00
work-related injury reported
High-consequence work-related Not
0 0 0.00 0 0.00
injuries (excluding fatalities) reported
Recordable work-related injuries
10 4.45 13 4.47 9 3.59
(including fatalities, if any)
Total Man hours Not reported 2,909,684 2,504,174
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SUSTAINABILITY REPORT
A Journey to WSH Best Practice
ISOTeam continues to seek ways to improve our approach to occupational health and safety standards. In FY2025, the Company conducted incident investigations into nine reportable work-related injuries. The incidents were largely a result of slips and trips, with a majority of them occurring in the landscaping unit. Corrective and Preventive Action Reports were issued for all incidents and the learnings were disseminated to management as well as the workforce to encourage constant vigilance and adherence to ISOTeam’s WSH expectations.
Environmental, health and safety performance consist of a core component of ISOTeam’s assessment of vendors and subcontractors. Detailed in the Company’s Purchasing & Control of Suppliers/Subcontractors procedures, a performance review of third-party suppliers occurs on a project basis, and partners who do not meet ISOTeam’s thresholds are either delisted or subject to further review and approval requirements before being considered in the subsequent projects.
REPORTING FOR OCCUPATIONAL HEALTH & SAFETY
-
FY2025 Goals FY2025 Performance FY2026 Goals • Achieve zero reportable incidents or • 9 reportable incidents • Achieve zero reportable incidents or non-compliance cases • AFR = 3.59 non-compliance cases
-
• AFR of not more than 4.0 • ASR = 33.14 • AFR of not more than 4.0 • ASR of not more than 20.0 • ASR of not more than 20.0
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TRAINING AND EDUCATION
Continuous learning and capability development is essential to building a future-ready workforce and sustaining ISOTeam’s business growth. Our training and development policy and programmes are designed to identify employee needs, an individual’s strengths and potential for advancement, as well as foster transparent and supportive dialogues about training needs and personal growth within the Group.
All employees, including workers, have equal opportunities to access relevant training regardless of gender, age, ethnicity and race. Training and career development needs are identified by individual employees together with their respective management through channels such as the annual performance appraisals for employees.
The trainings provided by ISOTeam range from technical upskilling to leadership development and compliance training. Safety training is also a core training requirement for all employees, especially for project site employees who receive additional workplace safety courses in accordance to their work requirements. The CEO and management team are required to complete a workshop on Singapore’s Workplace Safety and Health Act. The Group’s intranet ensures that WSH e-learning and best practice materials are deployed systematically within the Company’s functions, business units and employee categories. A targeted leadership training programme has been launched to accelerate the growth of ISOTeam’s future leaders. Workshops on change adaptability, stakeholder management and capitalising opportunities aimed to sharpen leadership instincts and strengthen ISOTeam’s talent assets.
In FY2025, training hours on average rose by 24.6% as a result of ISOTeam’s internal training and learning initiatives on a range of topics which included company policies, performance appraisals, and other relevant matters.
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The successful completion of Top Executive WSH Programme (“ TEWP ”) for CEOs and senior leaders which became mandatory in FY2024, provides the basis for a drop on FY2025 figures. Middle management training came largely from internal training initiatives and sharing sessions, on topics such as company policies, information in the employee handbook, and performance appraisals.
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Average Training Hours by Employee Category Average Training Hours by Gender
Employee Category FY2024 FY2025 Gender FY2024 FY2025
Senior Management 7.08 4.89 Male 3.05 4.49
Middle Management 6.49 12.46 Female 13.32 8.42
Non-Management 3.66 3.92 Total 3.88 4.84
Total 3.88 4.84
REPORTING FOR TRAINING
FY2025 Goals FY2025 Performance FY2026 Goals
• Every employee to attend at least 16 hours • As a result of integrating the employees in • Every employee to attend at least 16 hours
of relevant training the tracked categories in FY2024, average of relevant training
training hours decreased. Work is in progress
to review training plans
• FY2025 average for the year sits at 4.84 hrs/
employee
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ENVIRONMENTAL
ISOTeam’s efforts to identify, manage and mitigate our environmental impacts are addressed collectively under this chapter.
ENERGY CONSUMPTION
ISOTeam continuously explores methods to reduce energy consumption and emissions as part of our ISO 14001 Environment Management System. In FY2025, ISOTeam marked a significant first step of the Group’s commitment to collectively work towards energy and emissions reduction through the establishment of an Energy and Emissions Policy .
The Group’s operations rely on a mix of electricity and fuel from petrol and diesel to power our headquarters and project site needs such as vehicles and equipment. The headquarter facility harnesses solar energy through 386 rooftop photovoltaic panels.
In FY2025, ISOTeam made significant progress in enhancing internal energy monitoring systems and was able to begin the inclusion of project sites in the Group’s disclosure. Total energy consumption saw a decline of 8.0% from 23,283.17[6] GJ in FY2024 to 21,424.49 GJ in FY2025. The largest year-on-year increase was seen in electricity and solar largely as a result of project-based consumption, while ISOTeam’s reliance on non-renewable fossil fuels fell.
6 Figure has been restated to reflect the correct Solar consumed figures.
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SUSTAINABILITY REPORT
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Energy Use and Intensity
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Energy Intensity (GJ/$ million) FY2023 FY2024 FY2025
Total Energy Consumed (GJ) Not disclosed 22,146.93 19,606.21
Revenue (YTD) 110.40 130.17 119.21
Fuel
$’mil
Energy intensity NA 170.14 164.47
Total Energy Consumed (GJ) 786.64 704.66 1,290.63
Revenue (YTD) 110.40 130.17 119.21
Electricity
$’mil
Energy intensity 7.13 5.41 10.83
Total Energy Consumed (GJ) 550.03 431.57 [6] 527.65
Revenue (YTD) 110.40 130.17 119.21
Solar
$’mil
Energy intensity 4.98 3.32 [6] 4.43
Total Energy Consumed (GJ) 1,336.67 23,283.17 [6] 21,424.49
Total Energy Intensity 12.11 178.87 [6] 179.72
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Notes:
-
Conversion factors are applied from the latest GHG Protocol Emission Factors for Cross Sector Tools V2.0 (March 2024), compiled from 2006 IPCC Guidelines for National Greenhouse Gas Inventories, Volume 2.
-
Energy Intensity is calculated as Energy Consumed for all locations/Total Revenue.
6 Figure has been restated to reflect the correct Solar consumed figures.
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GREENHOUSE GAS EMISSIONS
ISOTeam’s business pillars are largely focused on building maintenance, estate upgrading work and solar installation services. This is managed by the group of companies operating from a central headquarters building. Although our operations do not emit high nor intensive GHG emissions, we aim to work towards carbon neutrality on our Scope 1 and 2 emissions by 2050 and continue to review our energy use to identify areas for improvement. An Energy and Emissions Policy guides our approach.
The primary sources of our GHG emissions in our operations are from our energy use. Direct emissions (Scope 1) come from fuel consumption by our business vehicular fleet and equipment; our indirect emissions (Scope 2) are largely from the purchase of electricity used in our offices. In FY2025, Scope 1 emissions fell by 4.3% to 1,560.50 tCO2e, while Scope 2 emissions rose by 58.2% to 208.10 tCO2e.
As part of our ongoing effort to enhance climate-related disclosures, the company is taking a measured and practicable approach to Scope 3 emissions. As we continue to strengthen our data collection processes and systems, we will work progressively to build the capabilities and systems needed to support meaningful disclosure for our value chain in the coming years.
Scope 1 & 2 GHG Emissions and Intensity
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GHG intensity (tCO2e/$ million) FY2023 FY2024 FY2025
Total GHG emissions (tCO2e) 1,257.01 1,631.22 1,560.50
Revenue (YTD) 110.40 130.17 119.21
Scope 1
$’mil
Energy intensity 11.39 12.53 13.09
Total GHG emissions (tCO2e) 80.64 131.55 [7] 208.10
Revenue (YTD) 110.40 130.17 119.21
Scope 2
$’mil
Energy intensity 0.73 1.01 [7] 1.75
Total Scope 1 & 2 GHG Emissions (tCO2e) 1,337.65 1,762.77 [7] 1,768.60
Total Scope 1 & 2 GHG Emissions Intensity 12.12 13.54 [7] 14.84
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Notes:
-
Scope 1 emissions include diesel and petrol consumption. In FY2024 & FY2025, emission data was expanded to include the company’s worksites as part of our journey to improve the company’s data collection processes.
-
Scope 2 emissions account for electricity and solar energy. In FY2025, emission data was expanded to include the company’s worksites as part of our journey to improve the company’s data collection processes.
-
Emission factors applied: Scope 1 emission factor are applied from the latest GHG Protocol Emission Factors for Cross Sector Tools V2.0 (March 2024), compiled from 2006 IPCC Guidelines for National Greenhouse Gas Inventories, Volume 2 (mobile combustion).
-
Scope 2 Location-based grid emission factor is retrieved from Energy Market Authority’s Singapore Energy Statistics 2023 data.
-
Emissions intensity is calculated as Greenhouse Gas Emissions for all locations/Total Revenue.
7 FY2024 Scope 2 figure is restated to reflect the correct Solar emission.
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WATER USAGE
While our water utilisation is low relative to the built environment sector due to our nature of business, ISOTeam recognises that it is a scarce resource in Singapore. We aim to implement sustainable measures to monitor our water consumption and increase water efficiency.
Water for our operations is withdrawn from the Singapore’s Public Utilities Board (“ PUB ”) and consists of a resilient blend of local catchment water, imported water, reclaimed water (NEWater) and desalinated water. Water is used for general purpose (such as toilets, pantries) and general washing. Used water is discharged into the national sewage and drainage system, and our operations do not produce significant effluents.
In FY2025, ISOTeam adopted a group-wide Water and Effluents Policy. We continue to make efforts to better understand how we can manage our water stewardship.
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WATER WITHDRAWN (MEGALITRE)
38.00
37.00
36.00
35.00
34.00
33.00
32.00
31.00
30.00
FY2023 FY2024 FY2025
Water provided by 3rd party 33.01 37.23 36.67
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WASTE MANAGEMENT
We see waste management as part of the lifecycle management of the products and services we provide. Materials efficiency is the cornerstone of the Group’s approach, and is supported by our waste reduction, recycling and reuse initiatives.
A Waste Management Policy has been launched for our Group operations. Our waste handling practices aim to establish waste segregation and labelling, reduce waste while promoting recycling and reuse. Materials classified as hazardous – such as used paint, oils, and chemical solvents – are collected and transported by licensed waste management providers. General and non-hazardous waste are placed in designated skid tanks for proper disposal. Waste generated is regularly reviewed to explore feasible opportunities for recycling and resource recovery.
In FY2025, ISOTeam made significant progress to phase in the inclusion of all entities and project site data. An identification framework for waste streams and its treatments was rolled out, and efforts are ongoing to enhance practices. This led to an increase in total non-hazardous waste numbers for the reporting year to 6,417.51 tonnes, of which more than 85% was directed away from incineration and landfill. ISOTeam continues to work with our partners and operations to identify our waste streams and refine data compilation.
Other initiatives by the Group to enhance process and materials efficiency include the reduced need for scaffolding where feasible. It has implemented electrified platform systems such as power boom lifts and gondolas across our worksites that has reduced the need for scaffolding for works below a specific height.
I S O T E A M LT D .
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SUSTAINABILITY REPORT
Waste Types and Treatments
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Combustion
Recycled (without energy
By Outcome Reuse (Open-loop) Composting recovery) Total
Waste Type tonne tonne tonne tonne tonne
Commercial and industrial waste 0.00 393.39 0.00 365.42 758.81
Soils 78.00 478.50 0.00 0.00 556.50
Aggregates 0.00 2,223.88 0.00 0.00 2,223.88
Wood 368.38 19.38 0.00 0.00 387.76
Average construction 0.00 72.60 0.00 564.00 636.60
Asphalt 0.00 52.00 0.00 0.00 52.00
Organic: garden waste 0.00 0.00 1,800.11 0.00 1,800.11
Paper and board: board 0.00 1.85 0.00 0.00 1.85
Total 446.38 3,241.60 1,800.11 929.42 6,417.51
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NON-HAZARDOUS WASTE TREATMENT – FY2025 (TONNE)
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Combustion Reuse,
(without energy recovery), 446.38
929.42
Recycled (Open-loop),
3,241.60
Composting,
1,800.11
Reuse Recycled (Open-loop) Composting Combustion (without energy recovery)
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REPORTING FOR ENVIRONMENT
FY2025 Goals FY2025 Performance FY2026 Goals
• To monitor and evaluate energy • Energy and Emission Policy and framework • To monitor and evaluate energy
consumption, we will review and utilise our established consumption, we will review and utilise our
energy intensity to track our performance • Long-term target for emissions established energy intensity to track our performance
• Endeavour to disclose Scope 3 carbon • Enhancements to data refinement in • Achieve carbon neutrality for Scope 1 and 2
emissions progress by 2050
• Review and enhance approach to water • Launch of policies for waste management, • Review and enhance approach to water
matters water and effluent management matters
• Review and enhance approach to waste • Identification of waste streams exercise; • Review and enhance approach to waste
matters Overhaul of waste data collection and matters
monitoring processes
• Postponement of Scope 3 emission exercise
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SUSTAINABILITY REPORT
COMMUNITY ENGAGEMENT
We believe it is important to actively contribute to the well-being of the communities in which we operate. Through philanthropic initiatives and meaningful partnerships, we aim to foster stronger bonds amongst our internal teams and external communities, thereby responding to local needs and fostering inclusive growth.
In FY2025, ISOTeam organised a charity painting event where volunteers from the Company and our business partner came together to give the flats of the less privileged and disabled a brand-new coat of paint.
To nurture a cohesive culture amongst internal stakeholders, events such as National Day celebrations, townhall, team building events, Dinner & Dance and lunches were organised.
REPORTING FOR COMMUNITY ENGAGEMENT
-
FY2025 Goals FY2025 Performance FY2026 Goals • To review and restructure ISOTeam’s • Launch of Community Engagement Policy • At least 1 community give-back event approach to community engagement of • Organised a charity painting event for the • Implementation of new procedures for stakeholder and activities less privileged enhanced governance over philanthropic
-
• To establish sustainable targets and causes performance metrics for this section
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I S O T E A M LT D .
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ESG PERFORMANCE OVERVIEW
Note: As ISOTeam has made progressive efforts to enhance its metrics and performance reporting over the years, historical data covering a three-year period have been presented where feasible, unless otherwise specified.
ECONOMIC
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SGD (per million)
FY2024 FY2025
Direct Economy Value Generated 130.17 119.21
Economic Value Distributed 179.89 177.20
Economic Value Retained (49.72) (57.99)
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* Revenue
** Includes Operating Cost, Employee Wages & Benefits, payment to Government (taxes)
*** Direct Economy Value Generated less Economic Value Distributed
ENVIRONMENTAL
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Total Energy Consumption in GJ FY2023 FY2024 FY2025
Petrol Not disclosed 4,081.08 4,088.02
Non-Renewable Fuel
Diesel Not disclosed 18,065.85 15,518.19
Energy Electricity 786.64 704.66 1,290.63
Renewable Energy Solar 550.03 431.57 [6] 527.65
Total 1,336.67 23,283.17 [6] 21,424.49
Energy Intensity (GJ/$ million) FY2023 FY2024 FY2025
Total Energy Consumed (GJ) Not disclosed 22,146.93 19,606.21
Revenue (YTD) 110.40 130.17 119.21
Fuel
$’mil
Energy intensity NA 170.14 164.47
Total Energy Consumed (GJ) 786.64 704.66 1,290.63
Revenue (YTD) 110.40 130.17 119.21
Electricity
$’mil
Energy intensity 7.13 5.41 10.83
Total Energy Consumed (GJ) 550.03 431.57 [6] 527.65
Revenue (YTD) 110.40 130.17 119.21
Solar
$’mil
Energy intensity 4.98 3.32 [6] 4.43
Total Energy Consumed (GJ) 1,336.67 23,283.17 [6] 21,424.49
Total Energy Intensity 12.11 178.87 [6] 179.72
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* Does not include fuel
I S O T E A M LT D .
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Scope 1 & 2 GHG Emissions (tCO2e) FY2023 FY2024 FY2025
Scope 1 1,257.01 1,631.22 1,560.50
Scope 2 80.64 131.55 [7] 208.10
Total 1,337.65 1,762.77 [7] 1,768.60
GHG intensity (tCO2e/$ million) FY2023 FY2024 FY2025
Total GHG emissions (tCO2e) 1,257.01 1,631.22 1,560.50
Revenue (YTD) 110.40 130.17 119.21
Scope 1
$’mil
Energy intensity 11.39 12.53 13.09
Total GHG emissions (tCO2e) 80.64 131.55 [7] 208.10
Revenue (YTD) 110.40 130.17 119.21
Scope 2
$’mil
Energy intensity 0.73 1.01 [7] 1.75
Total Scope 1 & 2 GHG Emissions (tCO2e) 1,337.65 1,762.77 [7] 1,768.60
Total Scope 1 & 2 GHG Emissions Intensity 12.12 13.54 [7] 14.84
Water Withdrawn (ML) FY2023 FY2024 FY2025
Water provided by 3rd party 33.01 37.23 36.67
Non-Hazardous Waste (tonne) FY2023 FY2024 FY2025
Total waste 6 25 6,418
FY2024 figure reflects Raymond Construction’s Commercial and Industrial waste
FY2025 figure reflects new data collection approaches and includes all entities and project sites. The Group continues to work with our business partners to enhance our data collection
processes
SOCIAL
Employees Breakdown Gender FY2024 FY2025
Male 893 751
No. of full-time employees Female 76 70
Total 969 821
Male 0 0
No. of part-time employees Female 3 3
Total 3 3
Grand Total 972 824
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*** FY2025 figure reflects new data collection approaches and includes all entities and project sites. The Group continues to work with our business partners to enhance our data collection processes
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Employees Breakdown Gender FY2024 FY2025
Male 210 163
No. of Permanent Employees Female 74 63
Total 284 226
Male 683 588
No. of Temporary/Contract Employees Female 5 10
Total 688 598
Grand Total 972 824
Male 0 0
Non-guaranteed Hours Employee (Accumulative)
Female 0 0
Grand Total 0 0
FY2024 FY2025
Total No. of
New Hires Turnover New Hires Turnover
Employees
No. Rate (%) No. Rate (%) No. Rate (%) No. Rate (%)
Male 234 24.1% 61 6.3% 91 11.0% 221 26.8%
Female 20 2.0% 20 2.0% 19 2.3% 22 2.7%
Total 254 26.1% 81 8.3% 110 13.3% 243 29.5%
Under 30 years old 144 14.8% 25 2.6% 47 5.7% 102 12.4%
30-50 years old 95 9.8% 35 3.6% 43 5.2% 115 14.0%
Over 50 years old 15 1.5% 21 2.1% 20 2.4% 26 3.2%
Total 254 26.1% 81 8.3% 110 13.3% 243 29.5%
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Parental Leave (FY2025)
Male All employees are
entitled parental leave
No. of employees entitled to parental leave Female
entitlements subject to
local regulations
Male 23
No. of employees that took parental leave
Female 12
No. of employees that returned to work in the reporting period after parental Male 23
leave ended Female 12
Male 23
No. of employees due to return to work after taking parental leave
Female 12
Male 12
No. of employees still employed 12 months after parental leave ended
Female 8
Male 17
No. of employees returning from parental leave in the prior reporting period
Female 11
Male 100.0%
Return to work rate
Female 100.0%
Male 70.6%
Retention rate
Female 72.7%
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Composition of Board of Directors, by Gender FY2024 FY2025
Male 100.0% 100.0%
Female 0.0% 0.0%
Composition of Board of Directors, by Age Group FY2024 FY2025
Under 30 yrs old 0.0% 0.0%
30 – 50 yrs old 28.6% 33.3%
Over 50 yrs old 71.4% 66.7%
FY2024 FY2025
Percentage of Employees per
Employee Category, by Gender Male Female Male Female
Senior Management 94.1% 5.9% 100.0% 0.0%
Middle Management 84.3% 15.7% 74.7% 25.3%
Non-Management 92.4% 7.6% 92.9% 7.1%
FY2024 FY2025
Percentage of Employees per
Employee Category, by Age Group Under 30 30-50 Over 50 Under 30 30-50 Over 50
years old years old years old years old years old years old
Senior Management 0.0% 35.3% 64.7% 0.0% 27.8% 72.2%
Middle Management 12.9% 52.8% 34.3% 2.3% 65.5% 32.2%
Non-Management 43.9% 47.2% 8.9% 41.9% 47.3% 10.8%
Average Training Hours by Employee Category FY2024 FY2025
Senior Management 7.08 4.89
Middle Management 6.49 12.46
Non-Management 3.66 3.92
Total 3.88 4.84
Average Training Hours by Gender FY2024 FY2025
Male 3.05 4.49
Female 13.32 8.42
Total 3.88 4.84
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Percentage of total employees by gender and by employee category who received a regular performance
and career development review
By Employee Category FY2024 FY2025
Senior Management 100.0% 100.0%
Middle Management 100.0% 100.0%
Non-Management 23.0% 96.2%
Performance review for the Senior Management has been restated based on new information
By Gender FY2024 FY2025
Male 23.0% 96.7%
Female 100.0% 97.3%
FY2023 FY2024 FY2025
Occupational Health & Safety
No. of cases Rate No. of cases Rate No. of cases Rate
Fatalities as a result of
1 Not reported 0 0.00 0 0.00
work-related injury
High-consequence work-related
0 Not reported 0 0.00 0 0.00
injuries (excluding fatalities)
Recordable work-related injuries
10 4.45 13 4.47 9 3.59
(including fatalities, if any)
Total Man hours Not reported 2,909,684 2,504,174
GOVERNANCE
Anti-Corruption FY2025
Total number of confirmed incidents of corruption 0
Compliance with laws and regulations FY2024 FY2025
No. of cases which significant fines were incurred 7 7
No. of cases which non-monetary sanctions were incurred 0 0
Total value of monetary fine that occurred in the current reporting period $19,000.00 $14,100.00
Total value of monetary fine that occurred in the previous reporting period $0.00 $19,000.00
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* Significant fine is defined as any single fine above SGD2,000
I S O T E A M LT D .
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SUSTAINABILITY REPORT
GRI CONTENT INDEX
Statement of use GRI 1 used
ISOTeam Ltd has reported with reference to the GRI Standards for the period 1 July 2024 to 30 June 2025 (“ FY2025 ”).
GRI 1: Foundation 2021
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GRI STANDARD DISCLOSURE LOCATION
GRI 2 General 2-1: Organisational details Corporate Information
Disclosures (2021) Page 1
2-2: Entities included in the organisation’s sustainability reporting Page 5, 21
2-3: Reporting period, frequency and contact point Page 21-22
2-4: Restatements of information Page 21-22
2-5: External assurance Page 21
2-6: Activities, value chain and other business relationships Page 1-3
2-7: Employees Page 34, 35, 49, 50
2-8: Workers who are not employees NA
2-9: Governance structure and composition Page 10-13, 22-23
2-10: Nomination and selection of the highest governance body Page 58-65
2-11: Chair of the highest governance body Page 10
2-12: Role of the highest governance body in overseeing the management of Page 22-23, 56-62
impacts
2-13: Delegation of responsibility for managing impacts Page 22-23, 56-62
2-14: Role of the highest governance body in sustainability reporting Page 22-23, 56
2-15: Conflicts of interest Page 56, 77
2-16: Communication of critical concerns Page 23, 70-71
2-17: Collective knowledge of the highest governance body Page 10-13
2-18: Evaluation of the performance of the highest governance body Page 61-66
2-19: Remuneration policies Page 65-68
2-20: Process to determine remuneration Page 65-68
2-21: Annual total compensation ratio Page 65-68
2-22: Statement on sustainable development strategy Page 22
2-23: Policy commitments Page 22-23
2-24: Embedding policy commitments Page 22-23
2-25: Processes to remediate negative impacts Page 22-23
2-26: Mechanisms for seeking advice and raising concerns Page 23
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SUSTAINABILITY REPORT
54
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GRI STANDARD DISCLOSURE LOCATION
2-27: Compliance with laws and regulations Page 52
2-28: Membership associations Member of the Singapore
Green Building Council
(“ SGBC ”), which is
part of the World
Green Building Council
(“ WGBC ”)
2-29: Approach to stakeholder engagement Page 24
2-30: Collective bargaining agreements Page 34
GRI 3: Material Topics 3-1: Process to determine material topics Page 25
2021
3-2: List of material topics Page 26-27
3-3: Management of material topics Page 25, 26-27
GRI 201 Economic 201-1: Direct economic value generated and distributed Page 48
Performance (2016)
GRI 205 Anti-Corruption 205-2: Communication and training about anti-corruption policies and Page 23
(2016) procedures
205-3: Confirmed incidents of corruption and actions taken Page 23, 52
GRI 302 Energy (2016) 302-1: Energy consumption within the organisation Page 41-42, 48
302-3: Energy intensity Page 42, 48
GRI 303 Water and 303-1 Interactions with water as a shared resource Page 44
Effluents 2018
303-2 Management of water discharge-related impacts Page 44
303-3 Water withdrawal Page 44, 49
GRI 305 Emissions (2016) 305-1: Direct (Scope 1) emissions Page 43, 49
305-2: Energy indirect (Scope 2) emissions Page 43, 49
305-4: GHG emissions intensity Page 43, 49
GRI 306 Waste (2020) 306-3: Waste generated Page 44-45, 49
306-4: Waste diverted from disposal Page 44-45
306-5 Waste directed to disposal Page 44-45
GRI 401 Employment 401-1: New employee hires and employee turnover Page 36, 50
(2016)
401-2: Benefits provided to full-time employees that are not provided to Page 37
temporary or part-time employees
401-3: Parental leave Page 37, 50
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GRI STANDARD DISCLOSURE LOCATION
GRI 403 Occupational 403-1: Occupational health and safety management system Page 38-40
Health and Safety (2018)
403-2: Hazard identification, risk assessment, and incident investigation Page 38-40
403-3: Occupational health services Page 38-40
403-4: Worker participation, consultation, and communication on Page 38
occupational health and safety
403-5: Worker training on occupational health and safety Page 38-40
403-6: Promotion of worker health Page 38-40
403-7: Prevention and mitigation of occupational health and safety impacts Page 38-40
directly linked by business relationships
403-8: Workers covered by an occupational health and safety management Page 38
system
403-9: Work-related injuries Page 38-40, 52
GRI 404 Training and 404-1: Average hours of training per year per employee Page 40-41, 51
Education (2016)
404-3: Percentage of employees receiving regular performance and career Page 34, 52
development reviews
GRI 405 Diversity and 405-1: Diversity of governance bodies and employees Page 51
Equal Opportunity 2016
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CORPORATE GOVERNANCE REPORT
The Board of Directors (the “ Board ” or the “ Directors ”) of ISOTeam Ltd. (the “ Company ”) is committed to maintaining a high standard of corporate governance within the Company and its subsidiaries (the “ Group ”) to maximise the long-term shareholder value, protect the interests of stakeholders as well as promote investors’ confidence.
The Company will continue to enhance its corporate governance practices appropriate to the conduct and growth of its business and to review such practices from time to time to ensure compliance with the requirements of the Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”). This report outlines the main corporate governance practices and procedures adopted by the Group in the financial year ended 30 June 2025 (“ FY2025 ”), with reference made to each of the principles and provisions of the Code of Corporate Governance 2018 (the “ Code ”).
The Board confirms that the Group has complied with all principles outlined in the Code and generally adhered to the provisions of the Code for FY2025. In respect of any deviation from the provisions of the Code, appropriate disclosures and explanations are provided in this report.
BOARD MATTERS
THE BOARD’S CONDUCT OF ITS AFFAIRS
Principle 1: The Company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the Company.
Provision 1.1: Directors are fiduciaries who act objectively in the best interests of the company and hold management accountable for performance. The board puts in place a code of conduct and ethics, sets appropriate tone-from-the-top and desired organisational culture, and ensures proper accountability within the company. Directors facing conflicts of interest recuse themselves from discussions and decisions involving the issues of conflict.
The Board is entrusted with the responsibility for the overall management of the business and corporate affairs of the Group and to protect and enhance long-term shareholder value. The Board works with the management of the Company (the “ Management ”) to achieve this and the Management remains accountable to the Board.
Besides carrying out its statutory responsibilities, the Board’s role is to:
-
provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial and human resources are in place for the Company to meet its objectives;
-
establish a framework of prudent and effective controls which enables risks to be assessed and managed, including safeguarding of shareholders’ interests and Company’s assets;
-
review the performance of the Management;
-
identify the key stakeholder groups and recognise that their perceptions affect the Company’s reputation;
-
set the Company’s values and standards (including ethical standards), and ensure that obligations to shareholders and other stakeholders are understood and met;
-
ensure that sustainability issues that impacts the economy, environment, social and governance factors as part of its strategic formulation; and
-
oversee the processes for evaluating the adequacy and effectiveness of internal control, financial reporting and compliance.
Every Director, in the course of carrying out his duties, acts in good faith and considers at all times, the interest of the Group.
Any Director facing an actual, potential or perceived conflict of interest in relation to any matter will declare such interest and will recuse himself from participating in discussions and abstain from making any decisions or voting on resolutions regarding the matter.
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Provision 1.2: Directors understand the company’s business as well as their directorship duties (including their roles as executive, non-executive and independent directors). Directors are provided with opportunities to develop and maintain their skills and knowledge at the company’s expense. The induction, training and development provided to new and existing directors are disclosed in the company’s annual report.
In accordance with the provisions of the Catalist Rules, the Nominating Committee will ensure that any new Director appointed by the Board, who has no prior experience as a director of an issuer listed on the SGX-ST, undergoes mandatory training in the roles and responsibilities of a director as prescribed by the SGX-ST.
In addition to the mandatory training (if applicable), the Company has in place an orientation programme and materials to ensure that every newly appointed Director is familiar with the business and organisation structure of the Group. To get a better understanding of the Group’s business, the newly appointed Director will also be given the opportunity to visit the Group’s operational facilities and meet with the Management. Every newly appointed Director will also receive a formal letter of appointment setting out the duties and obligations of the Director upon appointment. Mr Yap Soon Yong was appointed as an Independent Director during FY2025.
Management had conducted an orientation to introduce the Group’s business and its operations to the new Director. The Company had also arranged for Mr Yap Soon Yong, who did not have experience as a director of a public listed company in Singapore, to attend training courses organised by the Singapore Institute of Directors (“ SID ”). In this regard, Mr Yap Soon Yong has completed the mandatory prescribed courses conducted by SID under Rule 406(3)(a) and Practice Note 4D of the Catalist Rules.
When necessary, the existing Directors are provided with updates on changes to the relevant new rules and regulations to enable them to make well-informed decisions and to ensure that the Directors are competent in carrying out their expected roles and responsibilities. As part of training for the Board, the Directors are briefed either during Board and Board committee meetings or at specially convened sessions on changes to regulations and accounting standards, as well as industry-related matters. The Directors are also encouraged to keep themselves updated on changes to the financial, legal and regulatory requirements or framework and the business environment through reading relevant literature, and may attend appropriate courses, conferences and seminars conducted by bodies such as the SGX-ST and Singapore Institute of Directors, at the Company’s expense.
During the financial year reported on, all Directors have received updates on (i) amendments on the Catalist Rules (if any) and other relevant regulatory updates; (ii) business and strategic developments of the Group by the Management; and (iii) developments in financial reporting and governance standards (where relevant). The Directors have also attended sustainability reporting training courses organised by the SID.
Provision 1.3: The board decides on matters that require its approval and clearly communicates this to management in writing. Matters requiring board approval are disclosed in the company’s annual report.
The Company has adopted internal guidelines setting forth matters that require Board’s approval. The matters which specifically require the Board’s approval are those involving:
-
corporate strategy and business plans;
-
investment and divestment proposals;
-
funding decisions of the Group;
-
nominations of Directors for appointment or re-appointment to the Board and appointment of key management personnel;
-
announcement of half year and full year results, the annual report and audited financial statements;
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material acquisition and disposal of assets;
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corporate or financial restructuring;
-
share issuances and dividends; and
-
all matters of strategic importance.
-
The Company documents the materiality threshold(s) and matters reserved for Board’s approval in its policies.
Provision 1.4: Board committees, including executive committees (if any), are formed with clear written terms of reference setting out their compositions, authorities and duties, including reporting back to the board. The names of the committee members, the terms of reference, any delegation of the board’s authority to make decisions, and a summary of each committee’s activities, are disclosed in the company’s annual report.
Board committees, namely the Audit Committee (“ AC ”), Nominating Committee (“ NC ”) and Remuneration Committee (“ RC ”), have been established to assist the Board in the discharge of specific responsibilities. These committees are chaired by Independent Directors and function within clearly defined terms of reference and functional procedures. The compositions, principal functions and roles of the Board committees are described in subsequent sections of this report. While these committees are delegated with certain responsibilities, the ultimate responsibility for the final decision lies with the entire Board.
Provision 1.5: Directors attend and actively participate in board and board committee meetings. The number of such meetings and each individual director’s attendances at such meetings are disclosed in the company’s annual report. Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each company.
The Board meets at least twice a year at regular intervals. Besides the scheduled Board meetings, the Board meets on an ad-hoc basis as warranted by particular circumstances. Telephonic attendance at Board meetings is allowed under the Company’s Constitution. The Board and Board committees may also make decisions by way of circulating resolutions in writing.
During FY2025, the number of Board meetings, Board committee meetings and general meeting held and attended by each member of the Board are as follows:
| Number of Meetings Held | Board 2 |
Board AC 2 |
Committee NC RC 1 1 Number of Meetings Attended |
Committee NC RC 1 1 Number of Meetings Attended |
General Annual 1 |
Meeting Extraordinary 1 |
|---|---|---|---|---|---|---|
| Ng Cheng Lian | 2# | 2* | 1* | 1* | 1 | 1 |
| Koh Thong Huat | 2 | 2* | 1* | 1* | 1 | 1 |
| Foo Joon Lye | 2 | 2* | 1* | 1* | 1 | 1 |
| Tan Eng Ann(1) | 1 | 1# | 1 | 1 | 1 | 1 |
| Teo Ho Pin | 2 | 2 | 1# | 1 | 1 | 1 |
| Ryota Fukuda | 2 | 2* | 1* | 1* | 1 | 1 |
| Jeremiah Huang WeiQuan | 2 | 2 | 1 | 1# | 1 | 1 |
| Yap Soon Yong(2) | 1 | 1# | 0 | 0 | 0 | 0 |
Notes:
-
Chairman
-
By invitation
(1) Mr Tan Eng Ann had retired at the Annual General Meeting held on 25 October 2024 after having served as an Independent Director of the Company for more than 9 years.
- (2) Mr Yap Soon Yong was appointed as the Lead Independent Director, Chairman of the Audit Committee as well as a member of both the Nominating and Remuneration Committees of the Company effective from 2 January 2025. As such, Mr Yap Soon Yong only attended one (1) meeting of the Board of Directors and one (1) meeting of the Audit Committee since his appointment.
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CORPORATE GOVERNANCE REPORT
Notwithstanding that some of the Directors have multiple listed company board representations, the Board is satisfied that each Director is able to and has been adequately carrying out his duties as a Director of the Company. The Board is of the view that the assessment of whether each Director is able to devote sufficient time to discharge his duties should not be restricted to the number of board representations. Holistically, the contributions by the Directors during the meetings and attendance at such meeting should also be taken into consideration.
The NC will continue to review from time to time the listed company board representations of each Director to ensure that the Directors continue to meet the demands of the Group and are able to discharge their duties adequately.
Provision 1.6: Management provides directors with complete, adequate and timely information prior to meetings and on an on-going basis to enable them to make informed decisions and discharge their duties and responsibilities.
The Directors are furnished with timely and adequate information from the Management to enable them to discharge their duties effectively. Such information includes budgets, forecasts, quarterly, half-yearly and annual financial statements, as well as information relating to matters to be tabled at Board or Board committee meetings for approval. The Directors are entitled to request from the Management and should be provided with such additional information as needed to make informed decisions and the Management shall provide the same in a timely manner.
Provision 1.7: Directors have separate and independent access to management, the company secretary, and external advisers (where necessary) at the company’s expense. The appointment and removal of the company secretary is a decision of the board as a whole.
The Directors are provided with the contact details of the Management and the Company Secretaries to facilitate separate and independent access.
Together with the Management, the Company Secretaries are responsible for ensuring that appropriate procedures are followed and the requirements of the Companies Act 1967 (the “Companies Act”) and Catalist Rules are complied with. Either one of them is required to attend the Board and Board committee meetings. The appointment and the removal of the Company Secretaries is a matter for the approval of the Board as a whole.
Each Director has the right to seek independent legal and other professional advice, at the Company’s expense, concerning any aspect of the Group’s operations or undertakings in order to fulfil his duties and responsibilities as a Director.
Board Composition and Guidance
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company.
Provision 2.1: An “independent” director is one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers 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 independence of each Independent Director is reviewed annually and as and when the circumstances are required by the NC, based on the guidelines set forth in the Catalist Rules and the Code to ensure that there is strong independent element on the Board such that the Board is able to exercise objective judgement on corporate affairs independently and the Board consists of persons who, together, will provide the core competencies necessary to meet the Company’s objectives. The Independent Directors have confirmed that they and their respective associates do not have any employment relationships with the Company or any of its related corporations for the current or any of the past three financial years, and they also do not have any relationships with the Company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgement with a view to the best interests of the Company. The NC is of the view that Dr Teo Ho Pin, Mr Tan Eng Ann and Mr Jeremiah Huang WeiQuan are independent in character and judgement for the year FY2025, and that there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement. The Board also reviewed Mr Yap Soon Yong’s independence based on the same set of criteria when considering his appointment as Lead Independent Director on 2 January 2025 and is of the view that he is also independent.
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CORPORATE GOVERNANCE REPORT
The independence of any Independent Director who has served on the Board beyond nine years from the date of his first appointment will be subject to particularly rigorous review. The Board is of the view that the independence of an Independent Director must be based on the substance of his professionalism, integrity and objectivity, and not merely based on form such as the number of years which he has served on the Board. Prior to his resignation in FY2025, Mr Tan Eng Ann had served on the Board for more than nine years from the date of his first appointment. The Board had conducted a rigorous review of the independence of Mr Tan Eng Ann by examining any conflicts of interest, his review and scrutiny of matters and proposals put before the Board, his exercise of independent judgement, the effectiveness of his oversight role as a check and balance on the acts of the Executive Directors and the Management as well as his role in enhancing and safeguarding the interests of the Company and its shareholders. Upon review, the Board had considered Mr Tan Eng Ann to remain independent.
In addition, the Board and NC has also considered Rule 406(3)(d)(iv) which came into effect on 11 January 2023. Pursuant to Rule 406(3)(d)(iv) of the Catalist Rules, a director will not be considered independent if he has been a director of the issuer for an aggregate period of more than nine years (whether before or after listing). Such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer. During this period of time, Transitional Practice Note 3 of the Catalist Rules applies and Rule 406(3)(d)(iv) is to take effect for the Company’s annual general meeting for the financial year ending on or after 31 December 2023. Mr Tan Eng Ann has since retired on 25 October 2024 upon the conclusion of the annual general meeting for the financial year ended 30 June 2024 (“ FY2024 AGM ”). The Company and the NC have since determined Mr Yap Soon Yong to be a suitable replacement for the position of Lead Independent Director and had appointed him as Lead Independent Director of the Company with effect from 2 January 2025.
Provision 2.2: Independent directors make up a majority of the board where the chairman is not independent.
The Board currently comprises seven members, three of whom are Independent Directors, as follows:
Executive Directors
Mr Ng Cheng Lian (Executive Chairman) Mr Koh Thong Huat (CEO) Mr Foo Joon Lye
Independent Directors
Mr Yap Soon Yong (Lead Independent Director) Dr Teo Ho Pin Mr Jeremiah Huang WeiQuan
Non-Executive Director
Mr Ryota Fukuda
Notwithstanding that the Independent Directors do not make up a majority of the Board where the Chairman of the Board is not independent, the Board, through the NC, has examined its size and composition and is of the view that the current Board size and composition are appropriate for the time being for the facilitation of effective decision-making on the part of the Board. The Board is of the opinion that, given the scope and nature of the Group’s operations, it is neither necessary nor cost-effective to have Independent Directors making up a majority of the Board. To address the issue of independence, the Board has put in place a Lead Independent Director, who is available to shareholders where they have concerns. The Board is of the view that the Independent Directors demonstrate a strong level of independence and judgement in discharging their duties and responsibilities as Independent Directors of the Company with the utmost commitment in upholding the interest of the non-controlling shareholders. They have expressed individual and independent viewpoints, debated issues, and objectively scrutinised and challenged the Management.
Provision 2.3: Non-executive directors make up a majority of the board.
The Board comprises seven members, four of whom are Non-Executive Directors representing a majority of the Board.
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CORPORATE GOVERNANCE REPORT
Provision 2.4: The board and board committees are of an appropriate size, and comprise directors who as a group provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity such as gender and age, so as to avoid groupthink and foster constructive debate. The board diversity policy and progress made towards implementing the board diversity policy, including objectives, are disclosed in the company’s annual report.
The Board, through the NC, has examined its size and composition and is of the view that it is of an appropriate size for effective decisionmaking, taking into account the scope and nature of the operations of the Group and the wide spectrum of skill and knowledge of the Directors. The NC is of the view that no individual or small group of individuals dominates the Board’s decision-making process.
The Board and the Board committees comprise Directors, who, as a group, provide core competencies such as accounting, finance, business, legal, management and strategic planning, which are complementary and enhance the effectiveness of the Board.
The Board recognises the benefits of having a diverse Board to help bring in new ways of thinking, insights and different perspectives to the Board, which will result in productivity and quality of Board deliberations. The Board has taken the following steps to maintain or enhance its balance and diversity, which include assessing the existing attributes and core competencies of the Board which are complementary for enhancing the efficacy of the Board, and evaluation by the Directors of the skill sets the other Directors possess, with a view to understanding the range of expertise which may be lacking by the Board. The Board has, at the recommendation of the NC, approved and adopted a Board Diversity Policy to formalise the Company’s approach towards achieving diversity on its Board. Under the Board Diversity Policy, it is noted that while it is important to promote boardroom diversity in terms of gender, age and ethnicity, the Board is of the view that the normal selection criteria based on an effective blend of competencies, skills, extensive experience and knowledge to strengthen the Board remains a top priority. Having regard to the guidelines in the Board Diversity Policy, the NC will, in reviewing the Board’s composition, rotation and retirement of Directors and succession planning, take into account the above factors. This will enable the Management to benefit from a diverse perspective in reviewing the issues that are brought before the Board and enable it to make decisions in the best interests of the Company, as well as assist the NC in identifying and nominating suitable candidates for appointment to the Board. Whilst the Company does not set any specific target for gender, age and ethnic diversity, it will take such factors into consideration where the opportunity arises.
Provision 2.5: Non-executive directors and/or independent directors, led by the independent chairman or other independent director as appropriate, meet regularly without the presence of management. The chairman of such meetings provides feedback to the board and/or chairman as appropriate.
The Independent Directors confer regularly with the Executive Directors and the Management to develop strategies for the Group, review the Management’s performance, assess remuneration and discuss corporate governance matters. Where warranted, the Independent Directors, led by the Lead Independent Director, discuss or meet amongst themselves on the Group’s affairs without the presence of the Executive Directors and the Management. The Lead Independent Director will also provide feedback to the Executive Chairman after such discussions or meetings.
Chairman and Chief Executive Officer
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
Provision 3.1: The chairman and the CEO are separate persons to ensure an appropriate balance of power, increased accountability, and greater capacity of the board for independent decision-making.
The Company adopts a dual leadership structure whereby the roles of Chairman and CEO are distinct, each having their own areas of responsibilities and functions, thus ensuring an appropriate balance of power and authority, and allowing for increased accountability and greater capacity of the Board for independent decision-making. The Chairman and the CEO are thus separate persons and the Chairman is not related to the CEO.
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Provision 3.2: The board establishes and sets out in writing the division of responsibilities between the chairman and the CEO.
The Executive Chairman, Mr Ng Cheng Lian, plays a key role in promoting high standards of corporate governance. The Executive Chairman, with the assistance of the Company Secretaries, sets the agenda for Board meetings and ensures that adequate time is available for discussion of all agenda items. He promotes an open environment for debate, and ensures that Independent Directors are able to speak freely and contribute effectively. He also ensures that the Board receives complete, adequate and timely information. In addition, he plays a pivotal role in ensuring effective communication with shareholders at general meetings of the Company, and encouraging constructive relations within the Board and between the Board and the Management.
The CEO, Mr Koh Thong Huat, formulates and implements the Group’s expansion plans and the overall corporate and strategic development of the Group, and ensures conformance by the Management to such plans. The CEO also reports to and is a member of the Board of Directors, and has the ultimate responsibility for the management of the Group’s economic, environmental, social and governance topics.
Provision 3.3: The board has a lead independent director to provide leadership in situations where the chairman is conflicted, and especially when the chairman is not independent. The lead independent director is available to shareholders where they have concerns and for which contact through the normal channels of communication with the chairman or management are inappropriate or inadequate.
In view that the Chairman of the Board is not an Independent Director, Mr Yap Soon Yong who is the current Chairman of the AC, has been appointed as the Lead Independent Director of the Company. Mr Yap Soon Yong is available to shareholders where they have concerns and for which contact through the normal channels of the Chairman of the Board, the CEO or the Chief Financial Officer (“ CFO ”) has failed to resolve or is inappropriate. No request or query on any matter which requires the Lead Independent Director’s attention has been received from shareholders in FY2025.
Board Membership
Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.
Provision 4.1: The board establishes a NC to make recommendations to the board on relevant matters relating to:
-
(a) the review of succession plans for directors, in particular the appointment and/or replacement of the chairman, the CEO and key management personnel;
-
(b) the process and criteria for evaluation of the performance of the board, its board committees and directors;
-
(c) the review of training and professional development programmes for the board and its directors; and
-
(d) the appointment and re-appointment of directors (including alternate directors, if any).
The NC has written terms of reference that describe the responsibilities of its members. The principal functions of the NC are as follows:
-
(a) to review and recommend to the Board, all Board appointments and re-appointments;
-
(b) to determine, on an annual basis, whether a Director is independent, guided by the independent guidelines contained in the Catalist Rules and the Code;
-
(c) to decide whether a Director is able to and has been adequately carrying out his duties as a Director, particularly when the Director has multiple board representations;
-
(d) to assess the effectiveness of the Board as a whole and the Board committees, and the contribution of each Director to the effectiveness of the Board;
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(e) to make plans for succession, in particular for the Chairman of the Board and CEO;
-
(f) to regularly review the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary; and
-
(g) to recommend to the Board comprehensive induction training programmes for new Directors and review the training and professional development programmes for the Board.
Provision 4.2: The NC comprises at least three directors, the majority of whom, including the NC chairman, are independent. The lead independent director, if any, is a member of the NC.
The NC comprises three Independent Directors, namely Dr Teo Ho Pin, Mr Yap Soon Yong and Mr Jeremiah Huang WeiQuan. The Chairman of the NC is Dr Teo Ho Pin.
Provision 4.3: The company discloses the process for the selection, appointment and re-appointment of directors to the board, including the criteria used to identify and evaluate potential new directors and channels used in searching for appropriate candidates in the company’s annual report.
In the event that a vacancy on the Board arises, the NC may identify suitable candidates for appointment as new Directors through the business network of the Board. The NC will generally assess suitable candidates for appointment to the Board based on the requisite qualification, expertise and experience. If the NC decides that the candidate is suitable, the NC then recommends its choice to the Board. Meetings with such candidates may be arranged to facilitate open discussion and NC’s assessment of the candidates.
The Company’s Constitution provides that one-third of the Directors shall retire from office by rotation at each AGM, and all Directors shall retire from office at least once every three years. A retiring Director is eligible for re-election by the shareholders at the AGM. The Company’s Constitution also provides that any new Director appointed by the Board shall hold office only until the next AGM and is eligible for re-election by the shareholders at the AGM.
The NC will assess and recommend to the Board whether retiring Directors are suitable for re-election. In considering the re-election of a Director, the NC will evaluate such Director’s contributions in terms of experience, business perspective, attendance at meetings of the Board and/or Board committees and pro-activeness of participation in meetings. Each member of the NC shall abstain from recommending his own re-election. The NC has recommended the re-election of two retiring Directors, namely Mr Ryota Fukuda and Mr Yap Soon Yong at the forthcoming AGM. The Board has accepted the NC’s recommendation that Mr Ryota Fukuda and Mr Yap Soon Yong, who have each given their consent for re-election at the forthcoming AGM, be put forth for re-election. The NC and the Board also accepts that Mr Foo Joon Lye will be retiring at the forthcoming AGM and will therefore not be seeking re-election.
Information, as set out in Appendix 7F of the Catalist Rules, relating to the Retiring Directors who are retiring and offering themselves for re-election at the upcoming AGM can be found in the “Disclosure of Information on Directors Seeking Re-Election” on pages 76 to 80 of the Annual Report.
In addition, Board renewal is a continuous process. The Board recognises that Independent Directors may over time develop significant insights in the Group’s business and operations and can continue to provide noteworthy and valuable contribution objectively to the Board as a whole. Accordingly, the NC will seek to refresh the Board membership progressively and in an orderly manner, to avoid losing institutional memory.
Provision 4.4: The NC determines annually, and as and when circumstances require, if a director is independent, having regard to the circumstances set forth in Provision 2.1. Directors disclose their relationships with the company, its related corporations, its substantial shareholders or its officers, if any, which may affect their independence, to the board. If the board, having taken into account the views of the NC, determines that such directors are independent notwithstanding the existence of such relationships, the company discloses the relationships and its reasons in its annual report.
The NC determines, on an annual basis, the independence of each Independent Director, taking into consideration the circumstances set forth in the Catalist Rules and the Code. For FY2025, the NC has assessed and affirmed that the Independent Directors are independent (within the meaning of the Catalist Rules and the Code).
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The Independent Directors have confirmed that they and their respective associates do not have any relationships with the Company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent business judgement with a view to the best interests of the Company.
Provision 4.5: The NC ensures that new directors are aware of their duties and obligations. The NC also decides if a director is able to and has been adequately carrying out his or her duties as a director of the company. The company discloses in its annual report the listed company directorships and principal commitments of each director, and where a director holds a significant number of such directorships and commitments, it provides the NC’s and board’s reasoned assessment of the ability of the director to diligently discharge his or her duties.
In accordance with the provisions of the Catalist Rules, the NC will ensure that newly appointed Directors who do not have prior experience as a director of an issuer listed on the SGX-ST, attend mandatory training in the roles and responsibilities of a director as prescribed by the SGX-ST.
All Directors declare their listed company board representations as and when practicable. The NC has reviewed and is satisfied that all Directors have devoted sufficient time and attention to the affairs of the Company to adequately perform their duties as Directors of the Company.
The dates of initial appointment and re-election of the Directors as well as the directorships of the Directors in other listed companies are set out below:
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Directorships in Other Listed Companies
Date of Initial Date of Last Past
Name of Director Appointment Re-election Present (Last Five Years)
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| Ng Cheng Lian | 12 December 2012 | 24 October 2023 | Nil | Nil | |
|---|---|---|---|---|---|
| Koh Thong Huat | 12 December 2012 | 25 October 2024 | Nil | Nil | |
| Foo Joon Lye | 12 December 2012 | 25 October 2022 | Nil | Nil | |
| Teo Ho Pin | 1 March 2021 | 25 October 2024 | • | Broadway Industrial Group Limited | Nil |
| • | Enviro-Hub Holdings Ltd. | ||||
| • | King Wan Corporation Limited | ||||
| • | Tiong Seng Holdings Limited | ||||
| Ryota Fukuda | 18 February 2020 | 25 October 2022 | • | Searefico Corporation ~ | Nil |
| Jeremiah Huang WeiQuan | 1 June 2024 | 25 October 2024 | Nil | Nil | |
| Yap Soon Yong | 2 January 2025 | N.A. | Nil | Nil |
Note:
~ Listed on the Ho Chi Minh Stock Exchange
Board Performance
Principle 5: The board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
Provision 5.1: The NC recommends for the board’s approval the objective performance criteria and process for the evaluation of the effectiveness of the board as a whole, and of each board committee separately, as well as the contribution by the chairman and each individual director to the board.
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Provision 5.2: The company discloses in its annual report how the assessments of the board, its board committees and each director have been conducted, including the identity of any external facilitator and its connection, if any, with the company or any of its directors.
The NC decides how the Board’s performance is to be evaluated and proposes objective performance criteria, subject to the Board’s approval, which address how the Directors have enhanced long-term shareholder value. The Board has also implemented a process to be carried out by the NC for assessing the effectiveness of the Board as a whole and the Board committees, and for assessing the contribution from the Chairman of the Board and each individual Director to the effectiveness of the Board. The performance criteria do not change from year to year.
Assessment checklists which include evaluation factors such as Board composition and structure, conduct of meetings, corporate strategy and planning, risk management and internal control, measuring and monitoring performance, training and recruitment, compensation, financial reporting and communicating with shareholders, are disseminated to each Director for completion and the assessment results are discussed at the NC meeting. Each member of the NC shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination as Director.
No external facilitator was engaged by the Company for assessing the effectiveness of the Board in FY2025.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 6: The board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
Provision 6.1: The board establishes a RC to review and make recommendations to the board on:
(a) a framework of remuneration for the board and key management personnel; and
(b) the specific remuneration packages for each director as well as for the key management personnel.
The RC has written terms of reference that describe the responsibilities of its members.
The principal functions of the RC are as follows:
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(a) to review and recommend to the Board a general framework of remuneration for the Board and key management personnel and the specific remuneration packages and terms of employment (where applicable) for each Director, key management personnel and employees related to the Directors and substantial shareholders of the Company;
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(b) to function as the committee referred to in the ISOTeam Performance Share Plan (the “ ISOTeam PSP ”) and shall have all the powers as set out in the ISOTeam PSP; and
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(c) to review all aspects of remuneration, including but not limited to the Directors’ fees, salaries, allowances, bonuses, options, sharebased incentives and awards, and benefits-in-kind.
Provision 6.2: The RC comprises at least three directors. All members of the RC are non-executive directors, the majority of whom, including the RC chairman, are independent.
The RC comprises three Independent Directors, namely Mr Jeremiah Huang WeiQuan, Mr Yap Soon Yong and Dr Teo Ho Pin. The Chairman of the RC is Mr Jeremiah Huang WeiQuan.
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Provision 6.3: The RC considers all aspects of remuneration, including termination terms, to ensure they are fair.
The RC reviews all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits-in-kind.
The RC also reviews the Company’s obligations arising from termination clauses and termination processes in relation to the Executive Directors and key management personnel’s contracts of service to ensure that such clauses and processes are fair and reasonable.
Each member of the RC shall abstain from voting on any resolutions in respect of his own remuneration and the remuneration of employees related to him.
Provision 6.4: The company discloses the engagement of any remuneration consultants and their independence in the company’s annual report.
The RC did not seek any external professional advice on remuneration of the Directors in FY2025.
Level and Mix of Remuneration
Principle 7: The level and structure of remuneration of the board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.
Provision 7.1: A significant and appropriate proportion of executive directors’ and key management personnel’s remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the company.
The Company has its own designated remuneration policy for the Executive Directors and key management personnel which comprises a fixed component and a variable component. The fixed component is in the form of a base salary and allowance while the variable component is the annual bonus, based on the performance of the Group and the individual Director or key management personnel, as well as the market rates. The performance-related elements of remuneration are designed to align the Executive Directors and key management personnel’s interests with those of the shareholders and link rewards to corporate and individual performance. In structuring the compensation framework, the Company also takes into account its risk policies, the need for the compensation to be symmetric with the risk outcomes and the time horizon of risks.
Provision 7.2: The remuneration of non-executive directors is appropriate to the level of contribution, taking into account factors such as effort, time spent, and responsibilities.
The Independent Directors and the Non-Executive Director do not have service agreements with the Company. The Independent Directors are paid fixed Directors’ fees, which are recommended by the RC and determined by the Board, appropriate to the level of their contributions, taking into account factors such as the effort and time spent and the responsibilities of each Independent Director. The Directors’ fees are subject to approval by shareholders at the AGM. The Independent Directors do not receive any other remuneration from the Company. The Non-Executive Director is not paid fixed Directors’ fees, but is reimbursed in accordance with the administrative and travel expenses incurred in the course of his contributions to the Company.
Provision 7.3: Remuneration is appropriate to attract, retain and motivate the directors to provide good stewardship of the company and key management personnel to successfully manage the company for the long term.
The Board ensures that remuneration policies and practices are sound in that they are able to attract, retain and motivate without being excessive, and thereby maximise shareholder value.
The Company has adopted the ISOTeam Performance Share Plan (the “ 2023 PSP ”) in October 2023. The 2023 PSP was approved by shareholders at an Extraordinary General Meeting held on 24 October 2023. The Company had also sought shareholders’ approval to amend the 2023 PSP at the AGM at the FY2024 AGM. During FY2025, the PSP was administered by the RC. Please refer to the “Director’s Statement” section of this annual report for more information on the 2023 PSP.
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Disclosure on Remuneration
Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.
Provision 8.1: The company discloses in its annual report the policy and criteria for setting remuneration, as well as names, amounts and breakdown of remuneration of:
(a) each individual director and the CEO; and
- (b) at least the top five key management personnel (who are not directors or the CEO) in bands no wider than $250,000 and in aggregate the total remuneration paid to these key management personnel.
Provision 8.3: The company discloses in its annual report all forms of remuneration and other payments and benefits, paid by the company and its subsidiaries to directors and key management personnel of the company. It also discloses details of employee share schemes.
The Company has its own designated remuneration policy for the Executive Directors and key management personnel which comprises a fixed component and a variable component. The fixed component is in the form of a base salary and allowance while the variable component is the annual bonus, based on the performance of the Group and the individual Director or key management personnel, as well as the market rates. The performance-related elements of remuneration are designed to align the Executive Directors and key management personnel’s interests with those of the shareholders and link rewards to corporate and individual performance. In structuring the compensation framework, the Company also takes into account its risk policies, the need for the compensation to be symmetric with the risk outcomes and the time horizon of risks.
There were no termination, retirement and post-employment benefits that may be granted to the Directors, CEO and key management personnel of the Group.
The Company has adopted the 2023 PSP in October 2023 and had obtained shareholders’ approval to amend the rules of the 2023 PSP at the FY2024 AGM. The ISOTeam PSP was administered by the RC. Please refer to the “Directors’ Statement” section of this annual report for more information on the 2023 PSP.
A breakdown, showing the details of remuneration for each Director for FY2025 is set out below:
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Fee Salary [(1)] Bonus Allowance Total
Remuneration and Name of Director ($) ($) ($) ($) ($)
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| Koh Thong Huat | – | 509,688 | 115,200 | – | 624,888 |
|---|---|---|---|---|---|
| Ng Cheng Lian | – | 369,982 | 76,800 | 30,604 | 477,386 |
| Foo Joon Lye | 10,000 | 251,604 | 43,200 | 36,000 | 340,804 |
| Tan Eng Ann(2) | 17,640 | – | – | – | 17,640 |
| Teo Ho Pin | 50,000 | – | – | – | 50,000 |
| Yap Soon Yong(3) | 26,460 | – | – | – | 26,460 |
| Jeremiah Huang WeiQuan | 48,000 | – | – | – | 48,000 |
| Ryota Fukuda | – | – | – | – | – |
Notes:
(1) These amounts are inclusive of employee’s CPF contribution.
(2) Mr Tan Eng Ann had resigned as an Independent Director of the Company with effect from 25 October 2024.
(3) Mr Yap Soon Yong was appointed as Lead Independent Director, Chairman of the Audit Committee as well as a member of both the Remuneration and Nominating Committees of the Company on 2 January 2025.
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A breakdown, showing the details of remuneration for each key management personnel for FY2025 is set out below:
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Fee Salary [(1)] Bonus Allowance Total
Remuneration Band and Name of Key Management Personnel % % % % %
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| Below $250,000 | |||||
|---|---|---|---|---|---|
| Teoh Kok Ann(2) | 6 | 77 | 9 | 8 | 100 |
| Lim Kim Hock | – | 78 | 5 | 17 | 100 |
| Chan Chung Khang | 1 | 88 | 9 | 2 | 100 |
| Teo Teck Sing | – | 80 | 8 | 12 | 100 |
| Teng Ann Boon | 3 | 75 | 9 | 13 | 100 |
Notes:
(1) These amounts are inclusive of employee’s CPF contribution.
(2) Mr Teoh Kok Ann had resigned as Chief Operating Officer with effect from 31 May 2025.
The Company has disclosed the remuneration for its key management personnel in bands of $250,000 and provided a further detailed breakdown of the remuneration in percentage terms into fixed salary and allowance, variable or performance-related bonuses, and other benefits such as share-based incentives and awards. The Company is of the view that this is sufficient to provide shareholders with insight into the level of compensation of the key management personnel, and the links between the key management personnel’s remuneration and their performance. The Company believes that the disclosure of further details in relation to the aggregate remuneration of the respective key management personnel may be prejudicial to its business interests given the highly competitive and niche industry that it is operating in, and would not be in the best interests of the Company.
The aggregate remuneration paid to the above key management personnel amounted to $1,047,656 for FY2025.
Provision 8.2: The company discloses the names and remuneration of employees who are substantial shareholders of the company, or are immediate family members of a director, the CEO or a substantial shareholder of the company, and whose remuneration exceeds $100,000 during the year, in bands no wider than $100,000, in its annual report. The disclosure states clearly the employee’s relationship with the relevant director or the CEO or substantial shareholder.
There was no employee of the Group who is an immediate family member of the Directors, CEO or substantial shareholders of the Company in FY2025.
Further to the above, the Company confirms that in FY2025 there were no termination, retirement and post-employment benefits granted to the Directors and key management personnel.
Notwithstanding this, certain employees were issued shares under 2023 PSP as a recognition of their performances as well as for the purposes of retaining their services. The shares had been awarded on 1 July 2024 and issued and allotted on 31 December 2024. In this regard, none of the key management personnel that received shares under the 2023 PSP received 5% or more of the total number of shares available under the 2023 PSP.
ACCOUNTABILITY AND AUDIT
Risk Management and Internal Controls
Principle 9: The board is responsible for the governance of risk and ensures that management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.
Provision 9.1: The board determines the nature and extent of the significant risks which the company is willing to take in achieving its strategic objectives and value creation. The board sets up a board risk committee to specifically address this, if appropriate.
The Company does not have a risk management committee. However, the Board is responsible for governance of risk management, and determining the Company’s levels of risk tolerance and risk policies. The Board consults the external auditor and internal auditor to determine the risk tolerance level and corresponding risk policies. The Board also oversees the Management in implementing and monitoring the risk
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management and internal control systems. The Management regularly reviews and improves the Group’s business and operational activities to identify areas of significant business and operational risks and implements appropriate measures to control and mitigate such risks. The Management also reviews significant control policies and procedures and highlights significant matters to the Board and the AC.
To enhance the Group’s system of internal controls, the Board has appointed an external professional firm, namely CLA Global TS Risk Advisory Pte Ltd (“ CLA ”), to review, recommend and have subsequent rectifications follow-up on the Group’s internal control system, and to expand and enhance its policies and procedures manual on an annual basis.
Provision 9.2: The board requires and discloses in the company’s annual report that it has received assurance from:
-
(a) the CEO and the CFO that the financial records have been properly maintained and the financial statements give a true and fair view of the company’s operations and finances; and
-
(b) the CEO and other key management personnel who are responsible, regarding the adequacy and effectiveness of the company’s risk management and internal control systems.
The Board has received assurance from the CEO and the CFO that (a) the financial records have been properly maintained and the financial statements for FY2025 give a true and fair view of the Group’s operations and finances; and (b) the Group has put in place and will continue to maintain reasonably adequate and effective risk management and internal control systems.
In addition, the Board has received assurance from the Executive Directors and key management personnel who are responsible that the Group has put in place and will continue to maintain reasonably adequate and effective risk management and internal control systems in respect of their respective areas of responsibilities.
Based on the internal controls established and maintained by the Group, work performed by the internal auditor, and reviews performed by the Management, the Board and its committees, the Board, with the concurrence of the AC, is of the opinion that the risk management and internal control systems maintained by the Group, addressing the financial, operational, compliance and information technology risks of the Group are adequate and effective as at 30 June 2025. The Board and the AC note that all internal control systems contain inherent limitations and no system of risk management and internal controls could provide absolute assurance against the occurrence of material errors, poor judgment in decision-making, human errors, losses, fraud or other irregularities. The Board will continue its risk assessment process, which is an on-going process, with a view to improve the Company’s internal control system.
Audit Committee
Principle 10: The board has an AC which discharges its duties objectively.
Provision 10.1: The duties of the AC include:
-
(a) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the company and any announcements relating to the company’s financial performance;
-
(b) reviewing at least annually the adequacy and effectiveness of the company’s internal controls and risk management systems;
-
(c) reviewing the assurance from the CEO and the CFO on the financial records and financial statements;
-
(d) making recommendations to the board on: (i) the proposals to the shareholders on the appointment and removal of external auditors; and (ii) the remuneration and terms of engagement of the external auditors;
-
(e) reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the company’s internal audit function; and
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(f) reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses, and clearly communicates to employees, the existence of a whistle-blowing policy and procedures for raising such concerns.
The AC has written terms of reference that describe the responsibilities of its members.
The AC will meet periodically to perform, inter alia , the following functions:
-
(a) to review with the external auditor the audit plan, the audit report, the management letter and the management’s response;
-
(b) to review with the internal auditor the internal audit plan and their evaluation of the adequacy of the internal controls and risk management system before submission of the results of such review to the Board for approval prior to the incorporation of such results in the annual report;
-
(c) to review the financial statements and the external auditor’s report on those financial statements, and discuss any significant adjustments, major risk areas, changes in accounting policies, compliance with the Financial Reporting Standards in Singapore, and concerns and issues arising from the audit including any matters which the external auditor may wish to discuss in the absence of the Management, where necessary, before submission to the Board for approval;
-
(d) to review and discuss with the external auditor and internal auditor, 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 operating results or financial position and the Management’s response;
-
(e) to review the co-operation given by the Management to the external auditor and internal auditor;
-
(f) to consider the appointment or re-appointment, and remuneration and terms of engagement of the external auditor and matters relating to the resignation or dismissal of the external auditor;
-
(g) to review and ratify any interested person transactions falling within the scope of Chapter 9 of the Catalist Rules;
-
(h) to review any potential conflicts of interests (if any);
-
(i) to review the procedures by which employees of the Group may, in confidence, report to the Chairman of the AC, possible improprieties in matters of financial reporting or other matters and ensure that there are arrangements in place for independent investigation and follow-up actions thereto;
-
(j) to undertake such other reviews and projects as may be requested by the Board, and report to the Board its findings from time to time on matters arising and requiring the attention of the AC; and
-
(k) to undertake generally such other functions and duties as may be required by law or the Catalist Rules, and by such amendments made thereto from time to time.
In addition, the AC has explicit authority to investigate any matter within its terms of reference, full access to and the co-operation of the Management and full discretion to invite any Executive Director or key management personnel to attend its meetings. The AC has adequate resources, including access to external consultants and auditors, to enable it to discharge its responsibilities properly.
The aggregate amount of fees paid or payable to the external auditor for the audit services for FY2025 is reflected in Note 6 to the audited financial statements of the Group for FY2025. There were no non-audit services provided by the external auditor in FY2025.
The AC is of the view that external auditor, Baker Tilly TFW LLP, is suitable for re-appointment and it has accordingly recommended to the Board that Baker Tilly TFW LLP be nominated for re-appointment as auditor of the Company at the forthcoming AGM.
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The Company has complied with Rules 712 and 715 of the Catalist Rules in appointing the audit firm for the Group.
The Company has in place a whistle-blowing policy, endorsed by the AC, which provides an accessible channel for employees of the Group to raise concerns to the AC about possible corporate improprieties or possible fraudulent activities in matters of financial reporting, misconduct or wrongdoing relating to the Group and its officers or other matters. Details of the whistle-blowing policies and arrangements have been made available to all employees. It has a well-defined process which ensures independent investigation of issues or concerns raised and appropriate follow-up action, and provides assurance to the whistle-blowers that the identity of the whistle-blowers will be kept confidential and the whistleblowers will be protected from reprisal within the limits of the law for whistle-blowing in good faith. The whistle-blowing policy and procedures are reviewed by the AC from time to time to ensure that they remain relevant. There were no whistle-blowing reports received in FY2025.
Provision 10.2: The AC comprises at least three directors, all of whom are non-executive and the majority of whom, including the AC chairman, are independent. At least two members, including the AC chairman, have recent and relevant accounting or related financial management expertise or experience.
The AC comprises three Independent Directors, namely Mr Yap Soon Yong, Mr Jeremiah Huang WeiQuan and Dr Teo Ho Pin. The Chairman of the AC is Mr Yap Soon Yong. Mr Yap Soon Yong holds a Bachelor’s Degree in Accountancy and is also a member of the Institute of Singapore Chartered Accountants and is well-qualified to chair the AC. Notwithstanding that the AC does not comprise at least two members with recent and relevant accounting or related financial management expertise and experience, the Board is of the view that the members of the AC are appropriately qualified in that they have sufficient accounting or financial management expertise and experience to discharge the duties and responsibilities of the AC.
Provision 10.3: The AC does not comprise former partners or directors of the company’s existing auditing firm or auditing corporation: (a) within a period of two years commencing on the date of their ceasing to be a partner of the auditing firm or director of the auditing corporation; and in any case, (b) for as long as they have any financial interest in the auditing firm or auditing corporation.
None of the AC members was a previous partner or director or has any financial interest in the Company’s existing auditing firm.
Provision 10.4: The primary reporting line of the internal audit function is to the AC, which also decides on the appointment, termination and remuneration of the head of the internal audit function. The internal audit function has unfettered access to all the company’s documents, records, properties and personnel, including the AC, and has appropriate standing within the company.
The size of the operations of the Group does not warrant the Group having an in-house internal audit function at this juncture. The Group has therefore appointed CLA to undertake the functions of an internal auditor for the Group. CLA is a member of the Institute of Internal Auditors. The internal audit work carried out is guided by the International Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.
The AC approves the hiring, removal, evaluation and compensation of the internal auditor. The internal auditor reports directly to the AC and, administratively to the Executive Directors, and has unfettered access to all the Group’s documents, records, properties and personnel, including access to the AC. The role of the internal auditor is to assist the AC in ensuring that the Group’s controls are adequate, effective and functioning as intended, to undertake investigations as directed by the AC and to conduct regular in-depth audits of high risk areas.
The AC has reviewed and is satisfied that the Group’s internal audit function, led by Ms Pamela Chen of CLA who has more than 15 years of relevant experience, is independent, effective and adequately resourced, staffed by suitably qualified and experienced professionals with the relevant experience, and has an appropriate standing within the Company. Such review is carried out on an annual basis.
Provision 10.5: The AC meets with the external auditors, and with the internal auditors, in each case without the presence of management, at least annually.
The AC had met with the internal and external auditors, without the presence of the Management to review the adequacy of audit arrangements for FY2025, with emphasis on the scope and quality of their audits, and the independence, objectivity and observations of the internal and external auditors.
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SHAREHOLDER RIGHTS AND ENGAGEMENT
Shareholder Rights and Conduct Of General Meetings
Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.
Provision 11.1: The company provides shareholders with the opportunity to participate effectively in and vote at general meetings of shareholders and informs them of the rules governing general meetings of shareholders.
All shareholders will receive the Company’s annual report and notice of AGM or general meetings by way of electronic communications and are entitled to attend the general meetings of the Company. They are afforded the opportunity to participate effectively at such meetings and are entitled to vote in accordance with the established voting rules and procedures. The Company conducts poll voting for all resolutions tabled at the general meetings. The rules, including the voting procedures, will be clearly explained by the scrutineers at such general meetings.
The Company’s forthcoming AGM for FY2025 will be in a wholly physical format. Therefore, shareholders will be able to attend the AGM in person. Physical copies of the notice of AGM, proxy form and letter to shareholders dated 14 October 2025 will be sent to shareholders. The notice of AGM, proxy form and letter to shareholders dated 14 October 2025 will also be published on the Company’s website and on SGXNET.
Provision 11.2: The company tables separate resolutions at general meetings of shareholders on each substantially separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “bundled”, the company explains the reasons and material implications in the notice of meeting.
The Company has separate resolutions at general meetings on each substantially separate issue. This is to ensure that shareholders are given the right to express their views and exercise their voting rights on each resolution separately. Where the resolutions are “bundled”, the reasons and material implications for doing so will be provided in the annual report and related documents, including the notice of general meeting.
Provision 11.3: All directors attend general meetings of shareholders, and the external auditors are also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report. Directors’ attendance at such meetings held during the financial year is disclosed in the company’s annual report.
All Directors are required to attend general meetings. The external auditor will also be present at the AGM to address shareholders’ queries about the conduct of audit and the preparation and content of the auditor’s report. Please refer to Provision 1.5 for details on the Directors’ attendance at general meeting held during FY2025.
Provision 11.4: The company’s constitution (or other constitutive documents) allow for absentia voting at general meetings of shareholders.
The Company’s Constitution allows any shareholder of the Company, if he is unable to attend any general meetings, to appoint not more than two proxies to attend and vote on his behalf at the meetings through proxy forms sent in advance. Corporate shareholders of the Company who provide nominee or custodial services are entitled to appoint more than two proxies to attend and vote on their behalf at general meetings provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such corporate shareholders.
Voting in absentia, which is currently not permitted, may only be possible following careful study to ensure that the integrity of information and authentication of the identity of shareholders through the web are not compromised.
Provision 11.5: The company publishes minutes of general meetings of shareholders on its corporate website as soon as practicable. The minutes record substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting, and responses from the board and management.
The Company prepares minutes of general meetings which incorporate substantial and relevant comments and queries from shareholders and responses from the Board and the Management. These minutes will be published on the SGXNET and the Company’s website.
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Provision 11.6: The company has a dividend policy and communicates it to shareholders.
The Company has adopted a dividend policy whereby the Company shall recommend the distribution of at least 30% of the Company’s consolidated profit after tax and minority interests, excluding non-recurring, one-off and exceptional items, to its shareholders, in respect of future financial years ending 30 June. Further details of the updated dividend policy is set out in the Company’s announcement dated 24 February 2025.
For FY2025, the Board has proposed a final dividend of 0.08 Singapore cents per ordinary share for shareholders’ approval at the forthcoming AGM.
Engagement with Shareholders
Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company.
Provision 12.1: The company provides avenues for communication between the board and all shareholders, and discloses in its annual report the steps taken to solicit and understand the views of shareholders.
The Company is committed to maintaining and improving its level of corporate transparency of financial results and other pertinent information. In line with the continuous disclosure obligations of the Company pursuant to the Catalist Rules, it is the Board’s policy to ensure that all shareholders are informed on a timely basis of every significant development that has an impact on the Group via announcements and/or press releases published on the SGXNET.
The Company does not practise selective disclosure. Trade or price-sensitive information is first publicly released before the Company meets with any group of investors or analysts. The Company’s results and annual report are announced or issued within the mandatory period.
Shareholders will be given the opportunity and time to voice their views and ask Directors or the Management questions regarding the Company at such general meetings. For the forthcoming AGM, shareholders may also submit their questions relating to the resolutions set out in the notice of the AGM in advance. The detailed information on the submission of questions has been specified in the notice of AGM.
Provision 12.2: The company has in place an investor relations policy which allows for an ongoing exchange of views so as to actively engage and promote regular, effective and fair communication with shareholders.
The Company conducts its investor relations on the following principles:
-
(a) Information deemed to be trade or price-sensitive is disseminated without delay via announcements and/or press releases on the SGXNET;
-
(b) Discuss only publicly-available and publicly known information during dialogues with investors and analysts, principally following announcements of financial results;
-
(c) Endeavour to provide comprehensive information in financial results announcements to help shareholders and potential investors make informed decisions; and
-
(d) Operate an open policy with regard to shareholders or investors’ enquiries, such as through encouraging the active participation of shareholders during AGMs or any other general meetings of the Company.
Regular media and analyst briefings are organised to enable a better appreciation of the Group’s performance and developments. The Company holds investor briefings, inviting the media and analysts, after the release of its half year and full year financial results.
A N N U A L R E P O R T 2 0 2 5
CORPORATE GOVERNANCE REPORT
Provision 12.3: The company’s investor relations policy sets out the mechanism through which shareholders may contact the company with questions and through which the company may respond to such questions.
The Company has engaged August Consulting to address any queries that the investors, analysts, press or public might have on the Company’s affairs. The investor relations team can be reached at [email protected].
MANAGING STAKEHOLDER RELATIONSHIPS
Engagement with Stakeholders
Principle 13: The board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.
Provision 13.1: The company has arrangements in place to identify and engage with its material stakeholder groups and to manage its relationships with such groups.
The Company recognises the importance of close collaboration with its key stakeholders such as employees, investors and media, suppliers and service providers, and customers, in order to achieve sustainable business goals. The Company has in place a process to identify its various stakeholders and understand their viewpoints as well as actively communicate with them to align the Company’s expectation and goals. Both Executive and Independent Directors meet or speak with shareholders at general meetings to gather their views and address concerns.
Provision 13.2: The company discloses in its annual report its strategy and key areas of focus in relation to the management of stakeholder relationships during the reporting period.
The Group engages with the key stakeholders through various platforms. Details of the stakeholders engaged by the Group, areas of focus, approaches to stakeholder, including frequency of engagement by type and by stakeholder group and key feedback or issues that have been raised through stakeholder engagement, can be found in the Company’s Sustainability Report 2025.
Provision 13.3: The company maintains a current corporate website to communicate and engage with stakeholders.
The Company maintains its corporate website (https://isoteam.com.sg/) providing information about the Company such as the Board of Directors and Management, products or services, as well as all disclosures and announcements of the Company submitted via the SGXNET. Stakeholders can also contact the Company through phone or via the contact form, details of which can be found on the Company’s website.
ADDITIONAL INFORMATION
Dealing in Securities
The Company has adopted policies in line with the requirements of Rule 1204(19) of the Catalist Rules on dealings in the Company’s securities.
The Company and its officers are prohibited from dealing in the Company’s shares on short-term considerations or when they are in possession of unpublished trade or price-sensitive information. They are not allowed to deal in the Company’s shares during the period commencing one month before the date of the announcement of the Company’s half year and full year results, and ending on the date of the announcement of the relevant results.
In addition, Directors and key executives are expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.
I S O T E A M LT D .
CORPORATE GOVERNANCE REPORT
Interested Person Transactions
The Company has adopted an internal policy in respect of any transaction with an interested person, which sets out the procedures for review and approval of such transaction.
All interested person transactions will be documented and submitted periodically to the AC for its review to ensure that such transactions are carried out on an arm’s length basis and on normal commercial terms, and are not prejudicial to the interests of the Company and its minority shareholders.
There were no interested person transactions exceeding $100,000 in aggregate value, entered into by the Company during the financial year.
Non-Sponsor Fees
With reference to Rule 1204(21) of the Catalist Rules, there was no non-sponsor fee paid or payable to the Company’s sponsor, Hong Leong Finance Limited, for FY2025.
Material Contracts and Loans
Pursuant to Rule 1204(8) of the Catalist Rules, the Company confirms that except as disclosed in the “Directors’ Statement” section of this annual report and the audited financial statements of the Group for FY2025, there were no other material contracts and loans of the Company and its subsidiaries involving the interests of the CEO, each Director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, which were entered into since the end of the previous financial year.
Information on Directors Seeking Re-Election
Mr Ryota Fukuda and Mr Yap Soon Yong are the Directors seeking re-election at the forthcoming AGM of the Company. Pursuant to Rule 720(5) of the Catalist Rules, the information relating to Mr Ryota Fukuda and Mr Yap Soon Yong in accordance with Appendix 7F of the Catalist Rules is set out below:
A N N U A L R E P O R T 2 0 2 5
CORPORATE GOVERNANCE REPORT
| Mr Ryota Fukuda (“Mr Fukuda”) and Mr Yap Soon Yong (“Mr Yap”) are the Directors seeking re-election at the forthcoming Annual General Meeting of the Company to be convened on 29 October 2025 (“AGM”). Pursuant to Rule 720(5) of the Catalist Rules, the information relating to Mr Fukuda in accordance with Appendix 7F of the Catalist Rules is set out below: RYOTA FUKUDA YAP SOON YONG |
Date of appointment 18 February 2020 2 January 2025 |
Date of last re-appointment (if applicable) 25 October 2022 N.A. |
Age 56 56 |
Country of principal residence Japan Singapore |
The Board’s comments on this appointment (including rationale, selection criteria, and the search and nomination process) The Board, having considered the recommendation of the NC and assessed Mr Fukuda’s overall contributions and performance, is of the view that he is suitable for re-appointment as a Non-Executive Director of the Company. The Board, having considered the recommendation of the NC and assessed Mr Yap’s overall contributions and performance, is of the view that he is suitable for re-appointment as Independent Director of the Company. |
Whether appointment is executive, and if so, the area of responsibility Non-Executive. As set out in Mr Fukuda’s profile write-up in the “Board of Directors” section of this annual report. Non-Executive |
Job title (e.g. Lead ID, AC Chairman, AC Member etc.) Non-Executive Director Lead Independent Director, Chairman of the AC and member of the RC and NC |
Professional qualifications Master of Business Administration, Bellevue University (USA) 1. Bachelor’s Degree in Accountancy, Nanyang Technological University 2. Institute of Singapore Chartered Accountants (ISCA) – Member 3. Singapore Institute of Directors (SID) – Member |
Working experience and occupation(s) during the past 10 years As set out in Mr Fukuda’s profile write-up in the “Board of Directors” section of this annual report. As set out in Mr Yap’s profile write-up in the “Board of Directors” section of this annual report. |
Shareholding interest in the listed issuer and its subsidiaries Nil 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 Mr Fukuda is the Executive Officer of Taisei Oncho Co., Ltd., a substantial shareholder of the Company. Nil |
|---|---|---|---|---|---|---|---|---|---|---|---|
I S O T E A M LT D .
CORPORATE GOVERNANCE REPORT
| RYOTA FUKUDA YAP SOON YONG |
Conflict of interest (including any competing business) Nil Nil |
Undertaking (in the format set out in Appendix 7H) under Rule 720(1) has been submitted to the listed issuer Yes Yes |
Other Principal Commitments Including Directorships# “Principal Commitments” has the same meaning as defined in the Code. # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704(8). Past (for the last 5 years) Present Past (for the last five years) Directorships: 1. Oncho Philippines, Inc. 2. Taisei Oncho Hong Kong Engineering 3. R S M&E Pte. Ltd. (f.k.a. ISO-Integrated M&E Pte. Ltd.) 4. Taisei Oncho India Pty Ltd Other Principal Commitments: Nil Present Directorships: 1. Alaka’ I Mechanical Corporation 2. Searefico Corporation 3. Taisei Oncho Shanghai Engineering 4. Taisei Oncho Vietnam Holdings 5. Taisei Oncho Australia Pty.Ltd Other Principal Commitments: Executive Officer of Taisei Oncho Co., Ltd. Past (for the last five years) Directorships: Nil Other Principal Commitments: Nil Present Directorships: Nil Other Principal Commitments: As set out in Mr. Yap’s profile write-up in the “Board of Directors’ section of this Annual Report. |
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed 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 |
|---|---|---|---|---|
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CORPORATE GOVERNANCE REPORT
| RYOTA FUKUDA YAP SOON YONG |
(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 |
(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 |
|---|---|---|---|---|---|
I S O T E A M LT D .
CORPORATE GOVERNANCE REPORT
| RYOTA FUKUDA | (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 |
(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 |
(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 |
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, to 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 (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 No (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 No (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, No in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? |
|---|---|---|---|---|
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| RYOTA FUKUDA YAP SOON YONG |
(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 |
|---|---|
I S O T E A M LT D .
DIRECTORS’ STATEMENT
The directors hereby present their statement to the members together with the audited consolidated financial statements of ISOTeam Ltd. (the “Company”) and its subsidiaries (the “Group”) and the statement of financial position of the Company for the financial year ended 30 June 2025.
In the opinion of the directors:
-
(i) the consolidated financial statements of the Group and the statement of financial position of the Company as set out on pages 89 to 144 are properly drawn up so as to give a true and fair view of the financial positions of the Group and the Company as at 30 June 2025 and of the financial performance, changes in equity and cash flows of the Group for the financial year then ended in accordance with the provisions of the Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)”); and
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(ii) 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.
Directors
The directors of the Company in office at the date of this statement are:
Ng Cheng Lian Koh Thong Huat Foo Joon Lye Ryota Fukuda Yap Soon Yong (Appointed on 2 January 2025) Teo Ho Pin Jeremiah Huang WeiQuan
Arrangement to enable directors to acquire benefits
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate (other than the share options as disclosed in this statement).
Directors’ interest in shares or debentures
The directors of the Company holding office at the end of the financial year had interests in the shares and debentures of the Company and related corporations as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Act as follows:
| Number of ordinary shares with no par value | |
|---|---|
Shareholdings registered in the name of directors Shareholdings in which a director is deemed to have an interest |
|
Name of directors At 1.7.2024 At 30.6.2025 At 1.7.2024 At 30.6.2025 |
|
| Company Ng Cheng Lian – – 255,272,812 156,272,812 Koh Thong Huat – 3,000,000 255,272,812 156,272,812 Foo Joon Lye – – 255,272,812 156,272,812 |
The deemed interest of Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye in the shares of the Company are by virtue of their shareholdings in ADD Investment Holding Pte Ltd. At 30 June 2025, ADD Investment Holding Pte Ltd holds 140,908,812 shares in the Company. In addition, Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye are deemed to be interested in 15,364,000 shares in the Company held by their nominee as at 30 June 2025.
As at 30 June 2025, Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye are also deemed to be interested in the commercial papers amounting to $500,000 held by ADD Investment Holding Pte. Ltd.
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DIRECTORS’ STATEMENT
Directors’ interest in shares or debentures (Cont’d)
By virtue of Section 7(4) of the Act, the directors, Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye are deemed to have an interest in the shares held by the Company in its wholly-owned subsidiary corporations.
Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye, by virtue of their interest of not less than 20% of the issued share capital of the Company are deemed to have an interest in the shares held by the Company in the following subsidiary corporations that are not wholly-owned by the Group.
| Number of ordinary shares Shareholdings in which a director is deemed to have an interest At 1.7.2024 At 30.6.2025 |
|
|---|---|
| Zara@ISOTeam Pte. Ltd. | 76,500 76,500 |
| ISOTeam TMS (Myanmar) Limited | 45,000 45,000 |
The directors’ interests as at 21 July 2025 was the same as those at the end of the financial year.
Share options
No option to take up unissued shares of the Company or its subsidiary corporations was granted during the financial year.
There were no shares issued during the financial year by virtue of the exercise of options to take up unissued shares of the Company or its subsidiary corporations whether granted before or during the financial year.
There were no unissued shares of the Company or its subsidiary corporations under option at the end of the financial year.
ISOTeam Performance Share Plan
The ISOTeam Performance Share Plan (the “ISOTeam PSP”) adopted by the shareholders of the Company on 5 June 2013 expired on June 2023 and the ISOTeam Performance Share Plan 2023 (the “ISOTeam PSP 2023”) was adopted by shareholders of the Company on 24 October 2023. The ISOTeam PSP 2023 contemplates the award of fully-paid shares in the capital of the Company to participants after certain pre-determined benchmarks have been met. The directors believe that the ISOTeam PSP 2023 will be more effective than pure cash bonuses in motivating employees of the Group to work towards pre-determined goals.
The ISOTeam PSP 2023 allows for participation by full-time employees of the Group (including the executive directors who are not a substantial shareholder of the Company or an associate of a substantial shareholder) who have attained the age of 18 years and above on or before the relevant date of grant of the award, provided that none shall be an undischarged bankrupt or have entered into a composition with his creditors. Non-executive directors, independent directors and controlling shareholders (including their associates) of the Company are not eligible to participate in the ISOTeam PSP 2023.
The Company had amended the Rules of the ISOTeam PSP 2023 to allow (a) Executive Directors who are Substantial Shareholders or Associates of Substantial Shareholders, (b) Controlling Shareholder(s) and their Associates, (c) Non-Executive Directors, and (d) Independent Directors to participate in the ISOTeam PSP 2023 and was approved during the FY2025 Annual General Meeting on 25 October 2024.
The ISOTeam PSP 2023 is administered by the Remuneration Committee of the Company which has the absolute discretion to determine persons who will be eligible to participate in the ISOTeam PSP 2023. The ISOTeam PSP 2023 shall continue in operation for a maximum period of 10 years commencing on the date on which the ISOTeam PSP 2023 is adopted, provided that the ISOTeam PSP 2023 may continue beyond the above stipulated period with the approval of the shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required.
I S O T E A M LT D .
DIRECTORS’ STATEMENT
Share options (Cont’d)
ISOTeam Performance Share Plan (Cont’d)
The total number of shares which may be issued or transferred pursuant to the awards granted under the ISOTeam PSP 2023, when added to (i) the number of shares issued or issuable and/or transferred or transferrable in respect of all awards granted thereunder; and (ii) all shares issued or issuable and/or transferred or transferrable under any other share incentive schemes adopted by the Company for the time being in force, shall not exceed 15% of the total issued share capital of the Company on the day preceding the relevant award date.
The details of the movement of the performance shares awarded since commencement of the ISOTeam PSP (aggregate) are as follows:
| ISOTeam PSP participants | Aggregate performance share awards outstanding as a 1 July 2024 |
ISOTeam PSP granted during the financial year |
Vested and exercised of ISOTeam PSP during the financial year |
Aggregate performance share awards outstanding as at 30 June 2025 |
|---|---|---|---|---|
| Key management personnel – Teng Ann Boon, Albert – Teo Teck Sing, Ben – Teoh Kok Ann, Anders (resigned on 31 May 2025) – Chin Wai Tuck Key executives of the Group Total |
150,000 150,000 150,000 150,000 2,625,000 3,225,000 |
300,000 300,000 300,000 300,000 5,250,000 6,450,000 |
(450,000) (450,000) (450,000) (450,000) (7,875,000) (9,675,000) |
– – – – – – |
During the financial year ended 30 June 2025, there are 9,675,000 ordinary shares issued pursuant to the ISOTeam PSP.
Audit Committee
The Audit Committee comprises three members, who are all independent directors. The members of the Audit Committee for the financial year are:
Yap Soon Yong (Chairman) Teo Ho Pin Jeremiah Huang WeiQuan Tan Eng Ann (Resigned on 25 October 2024)
The Audit Committee carried out its functions in accordance with Section 201B(5) of the Act and performed the following functions:
-
(a) to review with the external auditor the audit plan, the audit report, the management letter and the management’s response;
-
(b) to review with the internal auditor the internal audit plan and their evaluation of the adequacy of the internal controls and accounting system before submission of the results of such review to the Board for approval prior to the incorporation of such results in the annual report;
-
(c) to review the financial statements and the external auditor’s report on those financial statements, and discuss any significant adjustments, major risk areas, changes in accounting policies, compliance with the Singapore Financial Reporting Standards (International), and concerns and issues arising from the audit including any matters which the external auditor may wish to discuss in the absence of the Management, where necessary, before submission to the Board for approval;
-
(d) to review and discuss with the external auditor and internal auditor, 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 operating results or financial position and the Management’s response;
A N N U A L R E P O R T 2 0 2 5
DIRECTORS’ STATEMENT
Audit Committee (Cont’d)
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(e) to review the co-operation given by the Management to the external auditor and internal auditor;
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(f) to consider the appointment or re-appointment, and remuneration and terms of engagement of the external auditor and matters relating to the resignation or dismissal of the external auditor;
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(g) to review and ratify any interested person transactions falling within the scope of Chapter 9 of the Catalist Rules;
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(h) to review any potential conflicts of interests (if any);
-
(i) to review the procedures by which employees of the Group may, in confidence, report to the Chairman of the Audit Committee, possible improprieties in matters of financial reporting or other matters and ensure that there are arrangements in place for independent investigation and follow-up actions thereto;
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(j) to undertake such other reviews and projects as may be requested by the Board, and report to the Board its findings from time to time on matters arising and requiring the attention of the Audit Committee;
-
(k) to undertake generally such other functions and duties as may be required by law or the Catalist Rules, and by such amendments made thereto from time to time; and
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(l) to nominate Baker Tilly TFW LLP for re-appointment as independent auditor for the Company at the forthcoming Annual General Meeting.
Independent auditor
The independent auditor, Baker Tilly TFW LLP, has expressed its willingness to accept re-appointment.
On behalf of the directors,
Ng Cheng Lian Koh Thong Huat Director Director
13 October 2025
I S O T E A M LT D .
To the members of Isoteam Ltd.
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of ISOTeam Ltd. (the “Company”) and its subsidiaries (the “Group”) as set out on pages 89 to 144, which comprise the statements of financial position of the Group and the Company as at 30 June 2025, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the financial year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position 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)”) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 30 June 2025 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group for the financial year ended on that date.
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 Auditor’s 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) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition on construction contracts
(Refer to Notes 2(m), 2(v) and 3 to the financial statements)
Description of key audit matter
Revenue arising from construction contracts represents 96% (2024: 94%) of the Group’s total revenue.
The Group recognises contract revenue over time by reference to stage of completion of the contract work. The stage of completion is determined by reference to the contract costs incurred to-date relative to the estimated total contract costs for the contract.
Significant assumptions are used to estimate the total contract revenue (including variation of claims) and total contract cost (including estimated costs to complete), at inception of the contracts and at the end of each reporting period and the stage of completion that will determine revenue and the corresponding profit to be recognised from these contracts. In making these estimates, management has devised a robust process for estimating variable consideration adjustments on total contract revenue and for budgeting contract costs. Management also relied on historical data, past experience and technical knowledge of the contract team. Accordingly, we have identified this as a key audit matter.
As disclosed in Note 3 to the financial statements, total revenue arising from construction contracts amounted to $114,484,000 (2024: $122,791,000) for the financial year ended 30 June 2025. The carrying amounts of the Group’s contract assets and contract liabilities as at 30 June 2025 were $41,370,000 (2024: $42,237,000) and $675,000 (2024: $1,635,000) respectively (Note 16).
A N N U A L R E P O R T 2 0 2 5
INDEPENDENT AUDITOR’S REPORT To the members of Isoteam Ltd.
Report on the Audit of the Financial Statements (Cont’d)
Key Audit Matter (Cont’d)
Our audit procedures to address the key audit matter
We evaluated the Group’s accounting policies for revenue recognition to be in compliance with SFRS(I) 15 Revenue from Contracts with Customers and obtained an understanding of internal controls over the revenue recognition process and performed test of design and implementation over relevant key operational and accounting controls. We obtained an understanding of the terms and status of the selected on-going contracts through discussion with management and examination of contract documentation (including correspondences with customers).
On a sample basis, we read contracts and obtained an understanding of the key terms and conditions. For these contracts, we performed procedures with respect to the reasonableness of management estimates for total contract revenue (including variation of claims) and total contract costs (including estimated costs to complete). We held discussions with contract team to understand the basis of making key estimates in estimating total contract revenue (including variation of claims) and total contract costs (including estimated costs to complete), and also the progress of these projects to assess the appropriateness of the estimated costs to complete. We have also checked the actual costs incurred to-date against supporting documents. We recomputed management’s computation of the stage of completion. We reviewed the budgets for these projects for cost overruns, provision for onerous contract, liquidated damages and rectification costs.
We also assessed the adequacy and appropriateness of the Group’s disclosures made in the financial statements.
Other Information
Management is responsible for the other information. The other information comprises the information included in the Annual Report 2025, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial 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.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and SFRS(I), and for devising and maintaining a system of internal accounting controls sufficient 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 financial statements and to maintain accountability of assets.
In preparing the financial 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 financial reporting process.
I S O T E A M LT D .
To the members of Isoteam Ltd.
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements (Cont’d)
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial 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 influence the economic decisions of users taken on the basis of these financial statements.
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 financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient 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 significant 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 financial 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies 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 significance in the audit of the financial 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 benefits of such communication.
A N N U A L R E P O R T 2 0 2 5
INDEPENDENT AUDITOR’S REPORT
To the members of Isoteam Ltd.
Report on the Audit of the Financial Statements (Cont’d)
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 Wei Lun.
Baker Tilly TFW LLP Public Accountants and Chartered Accountants Singapore
13 October 2025
I S O T E A M LT D .
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the financial year ended 30 June 2025
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----- Start of picture text -----
2025 2024
Note $’000 $’000
----- End of picture text -----
| Revenue 3 Cost of sales Gross profit Other income 4 Marketing and distribution expenses General and administrative expenses Finance costs 5 Impairment loss on receivables and contract assets Other expenses Profit before tax 6 Tax expense 8 Profit for the financial year Other comprehensive loss Items that are or may be reclassified subsequently to profit or loss: Foreign currency translation loss arising on consolidation Other comprehensive loss for the financial year, net of tax Total comprehensive income for the financial year Profit attributable to: Equity holders of the Company Non-controlling interests Total comprehensive income attributable to: Equity holders of the Company Non-controlling interests Earnings per share attributable to equity holders of the Company Basic (cents) 9 Diluted (cents) 9 |
119,208 (100,102) 19,106 3,720 (839) (12,398) (2,218) (105) (601) 6,665 (1,108) 5,557 – – 5,557 5,132 425 5,557 5,132 425 5,557 0.73 0.73 |
130,168 (109,996) 20,172 5,732 (733) (13,169) (2,494) (1,723) (470) 7,315 (711) 6,604 (1) (1) 6,603 6,513 91 6,604 6,511 92 6,603 0.94 0.93 |
|---|---|---|
The accompanying notes form an integral part of the financial statements.
A N N U A L R E P O R T 2 0 2 5
STATEMENTS OF FINANCIAL POSITION
At 30 June 2025
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----- Start of picture text -----
Group Company
2025 2024 2025 2024
Note $’000 $’000 $’000 $’000
----- End of picture text -----
| Non-current assets Property, plant and equipment 10 Goodwill 12 Intangible assets 13 Other investments 14 Investment in subsidiaries 15 Deferred tax assets 20 Total non-current assets Current assets Contract assets 16 Trade and other receivables 17 Cash and bank balances 18 Total current assets Total assets Non-current liabilities Borrowings 19 Deferred tax liabilities 20 Lease liabilities 11 Total non-current liabilities Current liabilities Contract liabilities 16 Trade and other payables 21 Borrowings 19 Lease liabilities 11 Provision for taxation Total current liabilities Total liabilities Net assets Share capital and reserves Share capital 22(a) Treasury shares 22(b) Accumulated profits/(losses) 22(c) Foreign currency translation reserve 23 Merger reserve 24 Other reserves Equity attributable to equity holders of the Company Non-controlling interests Total equity |
17,727 1,662 79 7,353 – 800 27,621 41,370 34,479 17,205 93,054 120,675 7,676 105 2,387 10,168 675 22,858 36,574 593 1,381 62,081 72,249 48,426 35,027 (152) 20,529 30 (7,305) (91) 48,038 388 48,426 |
19,990 1,662 128 4,675 – 811 27,266 42,237 27,890 10,911 81,038 108,304 10,051 105 2,622 12,778 1,635 25,433 24,094 1,205 284 52,651 65,429 42,875 54,321 (152) (4,044) 30 (7,305) 62 42,912 (37) 42,875 |
– – – 7,353 39,450 – 46,803 – 21,499 1,605 23,104 69,907 442 4 – 446 – 7,489 15,002 – – 22,491 22,937 46,970 35,026 (152) 12,080 – – 16 46,970 – 46,970 |
– – – 4,675 36,907 – 41,582 – 12,215 1,101 13,316 54,898 1,079 4 – 1,083 – 4,017 5,108 – – 9,125 10,208 44,690 54,321 (152) (9,648) – – 169 44,690 – 44,690 |
|---|---|---|---|---|
The accompanying notes form an integral part of the financial statements.
I S O T E A M LT D .
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the financial year ended 30 June 2025
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----- Start of picture text -----
Attributable to equity holders of the Company
Foreign
Accumulated currency Non-
Share Treasury (losses)/ translation Merger Other controlling Total
capital shares profits reserve reserve reserves Total interests equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
----- End of picture text -----
| Share capital $’000 |
Treasury shares $’000 |
Accumulated (losses)/ profits $’000 |
currency translation reserve $’000 |
Merger reserve $’000 |
Other reserves $’000 |
Total $’000 |
Non- controlling interests $’000 |
Total equity $’000 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 Balance at 1.7.2024 Profit and total comprehensive income for the financial year Cancellation of share capital (Note 22) Dividend (Note 22) Equity-settled share-based payment vested (Note 22) Equity-settled share-based payment exercised (Note 7) Transaction costs related to issue of ordinary shares (Note 22) Total transactions with equity holders of the Company Balance at 30.6.2025 |
54,321 – |
(152) – |
(4,044) 5,132 |
30 – |
(7,305) – |
62 – |
42,912 5,132 |
(37) 425 |
42,875 5,557 |
|
| (20,000) – 705 – 1 |
– – – – – |
20,000 (558) – – (1) |
– – – – – |
– – – – – |
– – (705) 552 – |
– (558) – 552 – |
– – – – – |
– (558) – 552 – |
||
| (19,294) 35,027 |
– (152) |
19,441 20,529 |
– 30 |
– (7,305) |
(153) (91) |
(6) 48,038 |
– 388 |
(6) 48,426 |
The accompanying notes form an integral part of the financial statements.
A N N U A L R E P O R T 2 0 2 5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT’D)
For the financial year ended 30 June 2025
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----- Start of picture text -----
Attributable to equity holders of the Company
Foreign
currency Non-
Share Treasury Accumulated translation Merger Other controlling Total
capital shares losses reserve reserve reserves Total interests equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
----- End of picture text -----
| Share capital $’000 |
Treasury shares $’000 |
Accumulated losses $’000 |
translation reserve $’000 |
Merger reserve $’000 |
Other reserves $’000 |
Total $’000 |
controlling interests $’000 |
Total equity $’000 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 Balance at 1.7.2023 Profit for the financial year Foreign currency translation (loss)/ gain, net of tax (Note 23) Total comprehensive income/(loss) for the financial year Issuance of ordinary shares via right issue (Note 22) Share issue expense (Note 22) Equity-settled share-based payment vested (Note 22) Equity-settled share-based payment (Note 7) Total transactions with equity holders of the Company Balance at 30.6.2024 |
43,743 | (152) | (10,557) | 32 | (7,305) | 39 | 25,800 | (129) | 25,671 | |
| – – |
– – |
6,513 – |
– (2) |
– – |
– – |
6,513 (2) |
91 1 |
6,604 (1) |
||
| – | – | 6,513 | (2) | – | – | 6,511 | 92 | 6,603 | ||
| 10,415 (150) 313 – |
– – – – |
– – – – |
– – – – |
– – – – |
– – (313) 336 |
10,415 (150) – 336 |
– – – – |
10,415 (150) – 336 |
||
| 10,578 54,321 |
– (152) |
– (4,044) |
– 30 |
– (7,305) |
23 62 |
10,601 42,912 |
– (37) |
10,601 42,875 |
The accompanying notes form an integral part of the financial statements.
I S O T E A M LT D .
CONSOLIDATED STATEMENT OF CASH FLOWS
For the financial year ended 30 June 2025
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----- Start of picture text -----
2025 2024
$’000 $’000
----- End of picture text -----
| Cash flows from operating activities Profit before tax Adjustments for: Amortisation of intangible assets Depreciation of property, plant and equipment Gain on disposal of property, plant and equipment (net) Impairment loss on receivables and contract assets Interest income Interest expense Bad debts recovered Inventories written off Property, plant and equipment written off Gain on lease modification Equity-settled share based payments Gain on disposal of subsidiary (Note A) Fair value gain on other investments, net Operating profit before working capital changes Contract assets Contract liabilities Trade and other receivables Trade and other payables Inventories Cash generated from operations Interest received Tax paid Net cash generated from operating activities Cash flows from investing activities Additions to intangible assets (Note 13) Purchases of property, plant and equipment (Note 10) Proceeds from disposal of property, plant and equipment and asset held for sale Net cash outflow on disposal of a subsidiary (Note A) Net cash used in investing activities |
6,665 49 2,917 (33) 105 (45) 1,928 (42) – – – 552 – (2,678) 9,418 867 (960) (6,652) (2,575) – 98 45 – 143 – (320) 106 – (214) |
7,315 136 3,101 (41) 1,723 (261) 2,192 (24) 159 8 (32) 336 (3,285) (1,208) 10,119 (6,479) (630) (5,872) 8,992 35 6,165 261 (28) 6,398 (4) (1,170) 131 (7) (1,050) |
|---|---|---|
The accompanying notes form an integral part of the financial statements.
A N N U A L R E P O R T 2 0 2 5
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT’D)
For the financial year ended 30 June 2025
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----- Start of picture text -----
2025 2024
$’000 $’000
----- End of picture text -----
| Cash flows from financing activities Proceeds from issuance of ordinary shares Share issue expenses (Placement)/withdrawal of fixed deposits pledged to bank Dividend paid Drawdown of borrowings Repayment of borrowings Repayment of lease liabilities Due to directors (non-trade) Interest paid Net cash generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year |
– – (3) (558) 71,008 (60,777) (1,254) – (1,890) 6,526 6,455 7,576 14,031 |
10,415 (150) 996 – 49,698 (56,710) (1,353) (240) (2,194) 462 5,810 1,766 7,576 |
|---|---|---|
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise the following:
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----- Start of picture text -----
2025 2024
$’000 $’000
----- End of picture text -----
| Cash in hand and at bank (Note 18) Fixed deposits (Note 18) Less: Fixed deposits pledged (Note 18) Less: Bank overdrafts (Note 19) |
14,031 3,174 17,205 (3,174) – 14,031 |
7,740 3,171 10,911 (3,171) (164) 7,576 |
|---|---|---|
The accompanying notes form an integral part of the financial statements.
I S O T E A M LT D .
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT’D)
For the financial year ended 30 June 2025
Note A: Disposal of subsidiary – ISO-Integrated M&E Pte. Ltd. (“IME”)
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----- Start of picture text -----
IME
2024
$’000
----- End of picture text -----
| Property, plant and equipment Right-of-use assets Contract assets Trade and other receivables Cash and cash equivalents Lease liabilities Borrowings Trade and other payables Net liabilities derecognised Add: Amount due from IME Carrying amount of net liabilities derecognised Cash proceeds on disposal Gain on disposal of a subsidiary (Note 4) Consideration in cash Less: Cash and cash equivalents of subsidiary Net cash outflow on disposal of a subsidiary |
24 12 1,003 1,171 7 (13) (2,281) (7,598) (7,675) 4,390 (3,285) (3,285) (7) (7) |
|---|---|
*: Amount is less than $1,000.
The accompanying notes form an integral part of the financial statements.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1 CORPORATE INFORMATION
The Company (Co. Reg. No. 201230294M) is a limited liability company incorporated and domiciled in Singapore and is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”).
The registered office and principal place of business of the Company is at No. 8 Changi North Street 1, ISOTeam Building, Singapore 498829.
The principal activity of the Company is an investment holding company. The principal activities of the subsidiaries are disclosed in Note 15.
2 MATERIAL ACCOUNTING POLICIES
a) Basis of preparation
The financial statements are presented in Singapore dollar (“$”), which is the Company’s functional currency and all financial information presented in Singapore dollar are rounded to the nearest thousand ($’000) except when otherwise indicated. The financial statements have been prepared in accordance with the provisions of the Companies Act 1967 and Singapore Financial Reporting Standards (International) (“SFRS(I)”). The financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with SFRS(I) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions and historical experiences and various other factors that are believed to be reasonable under the circumstances, actual results may ultimately differ from those estimates.
Use of estimates and judgements
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. The areas involving a higher degree of judgement in applying accounting policies, or areas where assumptions and estimates have a significant risk of resulting in material adjustment within next financial year, are disclosed in Note 2(v).
The carrying amounts of cash and bank balances, trade and other receivables and payables and current bank borrowings approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
New and revised standards
In the current financial year, the Group has adopted all the new and revised SFRS(I) and SFRS(I) Interpretations (“SFRS(I) INT”) that are relevant to its operations and effective for the current financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective SFRS(I) and SFRS(I) INT.
The adoption of these new and revised SFRS(I) and SFRS(I) INT did not have any material effect on the financial performance or position of the Group and the Company.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
a) Basis of preparation (Cont’d)
New and revised standards not yet effective
New standards, amendments to standards and interpretations that have been issued at the end of the reporting period but are not yet effective for the financial year ended 30 June 2025 have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Group and the Company except as disclosed below:
SFRS(I) 18 Presentation and Disclosure in Financial Statements
SFRS(I) 18 will replace SFRS(I) 1-1 Presentation of Financial Statements for annual reporting period beginning on or after 1 January 2027, with earlier application permitted. It requires retrospective application with specific transition provisions.
The new standard introduces the following key requirements:
-
Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present subtotals and totals for “operating profit”, “profit or loss before financing and income taxes”, and “profit or loss” in the statement of profit or loss.
-
Management-defined performance measures (MPMs) are disclosed in a single note within the financial statements. This note includes details on how the measure is calculated, the relevance of the information provided to users, and a reconciliation to the most comparable subtotal specified by the SFRS(I).
-
Enhanced guidance on aggregating and disaggregating information in financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
The Group and the Company are in the process of assessing the impact of the new standard on the primary financial statements and notes to the financial statements.
b) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiary companies at the end of the reporting period. Subsidiary companies are consolidated from the date of acquisition, being the date which the Group obtains control and continue to be consolidated until the date that such control ceases.
The financial statements of the subsidiaries are prepared for the same reporting date as the parent company. Consistent accounting policies are applied for like transactions and events in similar circumstances.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). The carrying amount of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributable to owners of the Company.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
b) Basis of consolidation (Cont’d)
When a change in the Company’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill, non-controlling interest and other components of equity related to the subsidiary company are derecognised. Amounts recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific SFRS(I).
Any retained equity interest in the previous subsidiary company is remeasured at fair value at the date that control is lost. The difference between the carrying amount of the retained interest at the date control is lost, and its fair value is recognised in profit or loss.
c) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
In the Company’s statement of financial position, investment in subsidiaries are accounted for at cost less accumulated impairment losses, if any. On disposal of the investment, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.
d) Goodwill
Goodwill is initially measured at cost and is subsequently measured at cost less any accumulated impairment losses.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in subsequent periods.
e) Other intangible assets
-
(i) Goodwill (see Note 2(d))
-
(ii) Other intangible assets
The estimated useful lives are as follows:
| Customer contracts | – | 10 months |
|---|---|---|
| Service agreements | – | 3 years |
| Customer relationship | – | 7 years |
| Software | – | 3 years |
Order book is amortised using the percentage of the actual realisation of order book not exceeding 2 years.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
f) Property, plant and equipment
Depreciation is calculated on a straight line basis to allocate the depreciable amounts of the property, plant and equipment over their estimated useful lives. The estimated useful lives are as follows:
| Furniture and fittings | 3 – 5 years |
|---|---|
| Renovation | 3 – 5 years |
| Office equipment and fittings | 3 – 5 years |
| Site equipment and fittings | 4 – 6 years |
| Motor vehicles | 2 – 10 years |
| Gondolas and machineries | 3 – 10 years |
| Computers | 3 years |
| Leasehold properties | Over remaining lease period |
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each reporting date. The effects of any revision are recognised in profit or loss when the changes arise.
Fully depreciated assets are retained in the financial statements until they are no longer in use.
g) Financial assets
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
Trade receivables that are factored out to banks and other financial institutions with recourse to the Group are not derecognised until the recourse period has expired and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the financial institutions is recorded as borrowings.
Financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss) are added to the fair value of the financial assets on initial recognition. Transaction costs directly attributable to acquisition of financial assets at fair value through profit or loss are recognised immediately in profit or loss. Trade receivables without a significant financing component is initially measured at transaction prices.
Classification and measurement
All financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
The Group classifies its financial assets in the following measurement categories:
-
Amortised cost; and
-
Fair value through profit or loss (“FVTPL”).
The classification is based on the entity’s business model for managing the financial asset and the contractual cash flow characteristics of the financial assets.
The Group reclassifies financial assets when, and only when its business model for managing those assets changes.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
g) Financial assets (Cont’d)
Subsequent measurement
- (a) Debt instruments
Debt instruments include cash and bank balances and trade and other receivables (excluding prepayments). These are subsequently measured at amortised cost based on the Group’s business model for managing the asset and cash flow characteristics of the asset.
Amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:
-
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
-
The contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate (“EIR”) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. Interest income from these financial assets is included in interest income using the EIR method.
- (b) Equity instruments
The Group subsequently measures all its equity investments at their fair values. Equity investments are classified as FVTPL with movements in their fair values recognised in profit or loss in the period in which the changes arise and presented in “other income”.
Impairment
The Group recognises an allowance for expected credit losses (“ECLs”) for financial assets carried at amortised cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.
The impairment methodology applied depends on whether there has been a significant increase in credit risk. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a “12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a “lifetime ECL”).
For trade receivables and contract assets that do not have a significant financing component, the Group applies a simplified approach to recognise a loss allowance based on lifetime ECLs at each reporting date. For trade receivables, the Group has established a provision matrix that is based on its historical credit loss experience, adjusted as appropriate for current conditions and forward-looking factors specific to the debtors and the economic environment.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
g) Financial assets (Cont’d)
Impairment (Cont’d)
If the Group has measured the loss allowance for a financial asset at an amount equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Group measures the loss allowance at an amount equal to 12-month ECL at the current reporting date.
The Group recognises an impairment gain or loss in profit or loss for all financial assets with a corresponding adjustment to their carrying amount through a loss allowance account.
Offset
Financial assets and liabilities are offset and the net amount presented on the statement of financial position when, and only when the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
h) Impairment of non-financial assets excluding goodwill
At each reporting date, the Group assesses the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is recognised in other comprehensive income up to the amount of any previous revaluation.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A previously recognised impairment loss for an asset is only reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
i) Financial liabilities
Financial liabilities include trade and other payables (excluding provision for unutilised annual leave and GST payables), borrowings and lease liabilities. Financial liabilities are recognised on the statement of financial position when, and only when, the Group becomes a party to the contractual provisions of the financial instruments.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
i) Financial liabilities (Cont’d)
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than fair value through profit or loss, directly attributable transaction costs. Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective interest method.
j) Share capital
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital.
k) Treasury shares
The Group’s own equity instruments, which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sales, issue or cancellation of the Group’s own equity instruments. Any difference between carrying amount of treasury shares and the consideration received, if reissued, is recognised directly in other reserves. Voting rights related to treasury shares are nullified for the Group and no dividend is allocated to them respectively.
l) Merger reserve
Entities under common control acquired during the restructuring exercise in 2013 are accounted for by applying the pooling of interest method. Merger reserve represents the difference between the consideration paid by the Company and the share capital of the subsidiaries acquired under common control, following the application of pooling of interest method. This reserve will remain until the subsidiaries are disposed.
m) Revenue recognition
Revenue is recognised when a performance obligation is satisfied. Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (i.e. sales related taxes).
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.
Revenue from construction contract
The Group provides building maintenance and estate upgrading, coating and painting, waterproofing, commercial interior design and home retrofitting, landscaping, and mechanical and electrical services to customers through fixed price contracts.
At contract inception, the Group assesses whether the Group transfers control of the contract work over time or at a point in time by determining if the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced or the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the work progresses. The Group recognises contract revenue over time by reference to the stage of completion of the contract work. The stage of completion is determined by reference to the contract costs incurred to-date relative to the estimated total contract costs for the contract.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
m) Revenue recognition (Cont’d)
Revenue from construction contract (Cont’d)
The period between the transfer of the promised service and invoicing to the customer may exceed one year. For such contracts, there is no significant financing component present as the payment terms is an industry practice to protect the customer from the Group’s failure to adequately complete some or all of its obligations under the contract. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Estimates of revenue, costs or extent of progress towards completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in the profit or loss in the period in which the circumstances that give rise to the revision become known by management.
Contract modifications that add distinct goods or services at their standalone selling prices are accounted for as separate contracts. Contract modifications that add distinct goods and services but not at their standalone selling prices are accounted for as a continuation of the existing contract. The Group combines the remaining consideration in the original contract with the consideration promised in the modification to create new transaction price that is then allocated to all remaining performance obligations. Contract modification that do not add distinct goods or services are accounted for as a continuation of the original contract and the change is recognised as a cumulative adjustment to revenue at the date of modification.
The customer is invoiced on a milestone payment schedule. If the value of the goods or services transferred by the Group exceed the billing, a contract asset is recognised. If the payments exceed the value of the goods or services transferred, a contract liability is recognised. Any amount previously recognised as a contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer.
For costs incurred in fulfilling the contract which are within the scope of another SFRS(I) (eg. SFRS(I) 1-2 Inventories ), these have been accounted for in accordance with those other SFRS(I). If these are not within the scope of another SFRS(I), the Group will capitalise these as contract costs assets only if (a) these costs relate directly to a contract or an anticipated contract which the Group can specifically identify; (b) these costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and (c) these costs are expected to be recovered. Otherwise, such costs are recognised as an expense immediately.
Revenue from sale of goods
The Group transfers control and recognises a sale when they deliver goods i.e. solar panels and projects to their customers and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Revenue from these sales is recognised based on the price specified in the contract. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Revenue from services rendered
Revenue from project management services are recognised as a performance obligation satisfied over time. Revenue is recognised for these services based on the stage of completion of the contract. Management has assessed that the stage of completion is determined as the proportion of the total time expected to perform the services that has elapsed at the end of the reporting period is an appropriate measure of progress towards complete satisfaction of these performance obligations under SFRS(I) 15 Revenue from Contracts with Customers .
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
m) Revenue recognition (Cont’d)
Revenue from maintenance and construction services
Revenue from maintenance and construction services are recognised at a point in time when the service has been completed as evidenced by the customer approval of the completion of work order. The transaction price is determined based on the agreed amount in each work order.
Other income
Interest income is recognised on a time proportion basis using the effective interest method.
Rental income from operating leases is recognised on a straight-line basis over the lease term.
n) Financial guarantees
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instruments.
o) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Where the Group is the lessee
The Group applies a single recognition and measurement approach for all contracts that are, or contain, a lease, except for short-term leases (i.e. for leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option) and leases of low-value assets (e.g. leases of tablet and personal computers, small items of office equipment and telephones). For these exempted leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise fixed lease payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.
The lease liability is presented as a separate line in the statements of financial position.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
o) Leases (Cont’d)
Where the Group is the lessee (Cont’d)
Lease liabilities (Cont’d)
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or change in the assessment of an option to purchase the underlying asset.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement date, initial direct cost, less lease incentive received.
Right-of-use assets are subsequently measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. Right-of-use asset are depreciated on a straight-line basis over the shorter period of the lease term and useful life of the underlying asset. If ownership of the lease asset transfers to the Company at the end of the lease term or the costs reflects the exercise of the purchase option, depreciation is calculated using the estimated useful life of the asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented within “Property, plant and equipment” in the statements of financial position.
The Group applies SFRS(I) 1-36 Impairment of Assets to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in Note 2(h).
Where the Group is the lessor
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
p) Employee benefits
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund, and will have no legal or constructive obligation to pay further contributions once the contributions have been paid. Contributions to defined contribution plans are recognised as an expense in the period in which the related service is performed.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
p) Employee benefits (Cont’d)
Share-based compensation
Employees of the Group receive remuneration in the form of share as consideration for services rendered. The cost of these equity-settled transactions with employees is measured by reference to the fair value of the shares granted on the date of the grant. This cost is recognised in profit or loss, with a corresponding increase in the share-based payment reserve, over the vesting period. Non-market vesting conditions are included in the estimation of the number of shares under performance share plan that are expected to be vested. At each reporting date, the Group revises its estimates of the number of shares under performance share plan that are expected to be vested and recognises the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the share-based payment reserve over the remaining vesting period.
q)
Deferred income tax
Deferred income tax is provided using the liability method, on all temporary differences at the end of the reporting period arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except where the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination, and at the time of the transaction, affects neither the accounting nor taxable profit or loss and not give rise to equal taxable and deductible temporary difference.
Deferred income tax is provided on temporary differences arising on investment in subsidiaries, except where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on currently enacted or substantively enacted tax rates at the reporting date.
r) Functional and foreign currencies
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which that entity operates (the “functional currency”).
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Currency translation gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
s) Dividends
Interim dividends are recorded during the financial year in which they are declared payable. Final dividends are recorded in the Group’s financial statements in the period in which they are approved by the Company’s shareholders.
t) Related parties
Related parties refer to companies which are controlled by the Group’s key management personnel and a major corporate shareholder.
u) Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incurs expenses, including revenues and expenses that relate to transactions with other components of the Group. Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s chief operating decision maker for making decisions about allocating resources and assessing performance of the operating segments.
v) Key source of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Impairment assessment of goodwill
Management performs an annual impairment assessment of goodwill to determine the recoverable amount, which is the higher of fair value less cost of disposal (“FVLCD”) and value in use (“VIU”) of the cash-generating unit.
The determination of VIU of the CGU was based on the discounted cash flow (“DCF”) method. The use of DCF involves significant estimation in forecasting and discounting future cash flows and includes assumptions on terminal growth rate and discount rate. Details of the impairment assessment on the assumptions and the carrying amount of the Group’s goodwill at the end of the reporting period are disclosed in Note 12. Any changes in the assumptions made and discount rate applied could affect the impairment assessment.
Impairment of non-financial assets (other than goodwill)
At each reporting date, the Group and Company assess whether there are any indications of impairment for all non-financial assets. The Group and Company also assess whether there is any indication that an impairment loss recognised in prior periods for a non-financial asset, other than goodwill, may no longer exist or may have decreased.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
v) Key source of estimation uncertainty (Cont’d)
Impairment of non-financial assets (other than goodwill) (Cont’d)
If any such indication exists, the Group and Company estimate the recoverable amount of that asset. An impairment loss exists when the carrying amount of an asset exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. An impairment loss recognised in prior periods shall be reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.
Where value in use calculations are undertaken, management is required to estimate the expected future cash flows from the asset or cash-generating unit and a suitable discount rate in order to determine the present value of the cash flows. The carrying amounts of the Group’s property, plant and equipment and intangible assets are disclosed in Notes 10 and 13. The key assumptions and estimates applied in the Company’s impairment assessment of its investment in subsidiaries and the carrying amounts of the investments are disclosed in Note 15. Changes in assumptions made and discount rate applied could affect the carrying amounts of these assets.
Calculation of allowance for impairment for financial assets at amortised cost
The Group uses a provision matrix to calculate ECL for trade receivables and contract assets. The provision rates are based on days past due for groupings that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will adjust historical credit loss experience with forward-looking information. At every reporting date, historical defaults rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECL is a significant estimate. The amount of ECL is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECL and the carrying amounts of the Group’s trade receivables and contract assets is disclosed in Notes 27(b), 17 and 16 respectively.
Construction contracts
The Group recognises contract revenue over time by reference to the stage of completion of the contract work. The stage of completion is determined by reference to the contract costs incurred to-date relative to the estimated total contract costs for the contract.
Significant assumptions are used to estimate the total contract revenue (including variation of claims) and total contract costs (including estimated costs to complete), at the inception of the contract and at the end of each reporting period and the determination of the stage of completion. In making these estimates, management has devised a robust process for estimating variable consideration adjustments on total contract revenue and for budgeting contract costs. Management also relied on historical data, past experience and technical knowledge of the contract team. The contract teams monitor contract costs incurred closely and ensure that any project cost overruns, provision for onerous contract, liquidated damages and rectification cost are accounted for appropriately in the financial statements.
The carrying amounts of the contract assets and liabilities arising at the end of each reporting period are disclosed in Note 16.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
2 MATERIAL ACCOUNTING POLICIES (CONT’D)
v) Key source of estimation uncertainty (Cont’d)
Fair value of financial assets not quoted in an active market
The fair value of equity investments held that are not quoted in an active market are determined based on Net Asset Value (“NAV”) of the sub-funds of the Variable Capital Company (“VCC”). The valuation techniques used to determine the fair value of the underlying investment held by the sub-funds are based on income approach.
The Group uses the quarterly report issued by the professional fund manager to determine the fair value of the equity investment.
The carrying amounts of the Group’s investment in financial assets at fair value through profit or loss are disclosed in Note 14.
3 REVENUE
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Revenue from construction contracts Revenue from maintenance and construction services Revenue from other services Sale of goods |
114,484 2,533 2,191 – 119,208 |
122,791 2,784 3,249 1,344 130,168 |
The following table provides a disaggregation disclosure of the Group’s revenue by timing of revenue recognition:
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Timing revenue recognition Over time At a point in time |
116,675 2,533 119,208 |
126,040 4,128 130,168 |
The Group expects to recognise $84,039,015, $52,847,557 and $9,564,571 (2024: $110,351,000, $18,402,000 and $5,602,000) as revenue relating to the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations as at 30 June 2025 in the financial year 2026, 2027 and 2028 (2024: financial year 2025, 2026 and 2027).
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
4 OTHER INCOME
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Group
2025 2024
$’000 $’000
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| Government grants Gain on disposal of property, plant and equipment Interest income Administrative income Foreign exchange gain Fair value gain on other investment, net Bad debts recovered Gain on disposal of subsidiaries Gain on lease modification Others |
357 52 45 60 4 2,678 42 – – 482 3,720 |
334 56 261 132 13 1,208 24 3,285 32 387 5,732 |
|---|---|---|
Government grants include Wage Credit Scheme, Enhanced Special Employment Credit and other grants.
5
FINANCE COSTS
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Interest expense: – Lease liabilities – Term loan – Others Bank charges Factoring charges |
186 1,141 601 244 46 2,218 |
216 1,156 820 234 68 2,494 |
6 PROFIT BEFORE TAX
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Group
2025 2024
$’000 $’000
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| This is arrived at after charging: | ||
|---|---|---|
| Amortisation of intangible asset (Note 13) | 49 | 136 |
| Audit fee payable/paid to | ||
| – Auditor of the Company | 236 | 242 |
| Fees for non-audit services payable/paid to | ||
| – Auditor of the Company | – | – |
| Depreciation of property, plant and equipment (Note 10) | 2,917 | 3,101 |
| Loss on disposal of property, plant and equipment | 19 | 15 |
| Personnel expenses (Note 7) | 37,200 | 38,975 |
| Property, plant and equipment written off | – | 8 |
| Lease expense – short-term leases (Note 11) | 1,171 | 1,587 |
| Inventories written off | – | 159 |
| Trade receivables and contract assets written off | 28 | 1,303 |
| Loss allowance on trade and other receivables and retention sums (Note 27(b)) | 77 | 420 |
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
7 PERSONNEL EXPENSES
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Group
2025 2024
$’000 $’000
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| Directors of the Company: – Salaries and bonus – CPF – Fees – Other short-term benefits Other directors of the subsidiaries: – Salaries and bonus – CPF – Fees – Other short-term benefits – Share-based compensation Other key management personnel (non-directors): – Salaries and bonus – CPF – Other short-term benefits – Share-based compensation Total remuneration of key management personnel Staff costs: – Salaries and bonus – CPF – Other short-term benefits – Share-based compensation |
1,331 36 152 67 867 96 102 130 98 1,001 108 149 305 4,442 19,931 865 11,813 149 37,200 |
1,290 39 239 69 871 90 – 91 56 994 95 112 59 4,005 21,641 850 12,258 221 38,975 |
|---|---|---|
8 TAX EXPENSE
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Group
2025 2024
$’000 $’000
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| Tax expense attributable to profit is made up of: Income tax: – Current year – Under/(over) provision in prior years Deferred tax: – Current year – Over provision in prior years |
960 137 11 – 1,108 |
550 (126) 300 (13) 711 |
|---|---|---|
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
8 TAX EXPENSE (CONT’D)
The income tax expense on the results of the financial year varies from the amount of income tax determined by applying the Singapore statutory rate of income tax to profit before tax due to the following factors:
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Group
2025 2024
$’000 $’000
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| Profit before tax Tax calculated at a tax rate of 17% (2024: 17%) Expenses not deductible for tax purposes Income not subject to tax Utilisation of prior year unrecognised deferred tax assets Deferred tax assets not recognised for the financial year Under/(over) provision of taxation in prior years Effect of tax incentives Others |
6,665 1,133 565 (457) (207) 161 137 (87) (137) 1,108 |
7,315 1,243 1,743 (861) (393) 24 (139) (57) (849) 711 |
|---|---|---|
9 EARNINGS PER SHARE
Basic earnings per shares
The calculation of the basic earnings per share was based on the profit attributable to ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding, calculated as follows:
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2025 2024
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| Earnings attributable to equity holders of the Company ($’000) Weighted-average number of ordinary shares in issue for basic earnings per share (’000)* Basic earnings per share (cents) |
5,132 702,338 0.73 |
6,513 695,941 0.94 |
|---|---|---|
- As disclosed in Note 22, the Company has completed the renounceable non-underwritten rights issue in the previous financial year.
Diluted earnings per shares
The calculation of diluted earnings per share was based on the profit attributable to ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
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Group
2025 2024
$’000 $’000
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| Earnings attributable to equity holders of the Company ($’000) Weighted average number of: Ordinary shares used in calculation of basic earnings per ordinary shares (’000) Potential ordinary shares issuable under ISOTeam PSP (’000) ** Weighted average number of ordinary shares outstanding for diluted earnings per ordinary shares (’000) Diluted earnings per share (cents) |
5,132 702,338 – 702,338 0.73 |
6,513 695,941 3,225 699,166 0.93 |
|---|---|---|
** The potential ordinary shares for FY2024 used to compute the “diluted earnings per share” took into account of share awards granted under ISOTeam PSP 2023.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
| Total $’000 |
43,886 | 727 | (385) | (72) | 44,156 | 23,896 | 2,917 | (312) | (72) | 26,429 | 17,727 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Leasehold properties $’000 |
20,264 | – | – | – | 20,264 | 7,336 | 1,171 | – | – | 8,507 | 11,757 | ||||||
| Computers $’000 |
1,555 | 60 | (8) | (28) | 1,579 | 1,452 | 88 | (8) | (28) | 1,504 | 75 | ||||||
| Gondolas and machineries $’000 |
6,869 | 58 | – | – | 6,927 | 6,136 | 189 | – | – | 6,325 | 602 | ||||||
| Motor vehicles $’000 |
8,725 | 534 | (359) | (26) | 8,874 | 5,067 | 879 | (288) | (26) | 5,632 | 3,242 | ||||||
| Site equipment and fittings $’000 |
720 | 62 | (8) | (14) | 760 | 604 | 57 | (6) | (14) | 641 | 119 | ||||||
| Office equipment and fittings $’000 |
449 | 2 | (10) | (4) | 437 | 151 | 5 | (10) | (4) | 142 | 295 | ||||||
| Renovation $’000 |
5,224 | 11 | – | – | 5,235 | 3,070 | 528 | – | – | 3,598 | 1,637 | ||||||
| Furniture and fittings $’000 |
Group | 2025 | Cost | At 1.7.2024 80 |
Additions – |
Disposals – |
Written off – |
At 30.6.2025 80 |
Accumulated | depreciation | At 1.7.2024 80 |
Additions – |
Disposals – |
Written off – |
At 30.6.2025 80 |
Net carrying amount | At 30.6.2025 – |
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
| Total $’000 |
43,127 | 1,284 | (580) | (136) | (225) | 416 | 43,886 | 21,602 | 3,101 | (490) | (128) | (189) | 23,896 | 19,990 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Leasehold properties $’000 |
19,848 | – | – | – | – | 416 | 20,264 | 5,930 | 1,406 | – | – | – | 7,336 | 12,928 | |||||
| Computers $’000 |
1,534 | 21 | – | – | – | – | 1,555 | 1,360 | 92 | – | – | – | 1,452 | 103 | |||||
| Gondolas and machineries $’000 |
6,542 | 328 | – | – | (1) | – | 6,869 | 6,023 | 114 | – | – | (1) | 6,136 | 733 | |||||
| Motor vehicles $’000 |
9,113 | 479 | (563) | (136) | (168) | – | 8,725 | 4,897 | 918 | (475) | (128) | (145) | 5,067 | 3,658 | |||||
| Site equipment and fittings $’000 |
691 | 46 | (17) | – | – | – | 720 | 564 | 55 | (15) | – | – | 604 | 116 | |||||
| Office equipment and fittings $’000 |
314 | 190 | – | – | (55) | – | 449 | 182 | 11 | – | – | (42) | 151 | 298 | |||||
| Furniture and fittings Renovation $’000 $’000 |
Group | 2024 | Cost | At 1.7.2023 81 5,004 |
Additions – 220 |
Disposals – – |
Written off – – |
Disposal of subsidiaries (1) – |
Modification – – |
At 30.6.2024 80 5,224 |
Accumulated depreciation | At 1.7.2023 80 2,566 |
Additions 1 504 |
Disposals – – |
Written off – – |
Disposal of subsidiaries (1) – |
At 30.6.2024 80 3,070 |
Net carrying amount | At 30.6.2024 – 2,154 |
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
10 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
-
(a) The leasehold properties with carrying amount of $11,749,000 (2024: $12,133,000) are mortgaged to a bank to secure banking facilities of the Group (Note 19).
-
(b) Included in property, plant and equipment are right-of-use assets of $14,291,000 (2024: $15,884,000) (Note 11).
-
(c) Non-cash transactions
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Aggregate cost of property, plant and equipment acquired Less: Acquired under lease arrangement (Note 11) Add: Outstanding payable at beginning of financial year Net cash outflow for purchase of property, plant and equipment |
727 (407) – 320 |
1,284 (323) 209 1,170 |
11 LEASE LIABILITIES
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| The lease liabilities are analysed as follows: Current Non-current |
593 2,387 2,980 |
1,205 2,622 3,827 |
The Group as a lessee
Nature of the Group’s leasing activities:
The Group leasing activities comprise of the following:
-
i) The Group leases various office equipment, plant and machineries, warehouse and motor vehicles from non-related parties. The leases have an average tenure from one to seven years.
-
ii) The Group also leases various site equipment, office equipment, warehouse and motor vehicles, which have contractual terms of one month to twelve months. As these leases are short-term, the Group has elected not to recognise right-of-use asset and lease liabilities for these leases.
The maturity analysis of the lease liabilities is disclosed in Note 27(b).
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
11 LEASE LIABILITIES (CONT’D)
The Group as a lessee (Cont’d)
Information about leases for which the Group is a lessee is presented below:
- (a) Carrying amount of right-of-use assets classified within property, plant and equipment are as follows:
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Office equipment and fittings Motor vehicles Leasehold properties Addition of right-of-use assets Lease modification |
3 2,531 11,757 14,291 436 – |
4 2,952 12,928 15,884 412 416 |
(b) Depreciation charge of right-of-use assets recognised in the consolidated statement of comprehensive income:
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Office equipment and fittings Motor vehicles Leasehold properties |
1 558 1,171 1,730 |
5 570 1,406 1,981 |
- (c) Lease expense not included in the measurement of lease liabilities:
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Lease expense – short-term leases (Note 6) Interest expense on lease liabilities (Note 5) |
1,171 186 |
1,587 216 |
Total cash flows for lease amounted to $2,611,000 (2024: $3,158,000).
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
11 LEASE LIABILITIES (CONT’D)
The Group as a lessee (Cont’d)
Reconciliation of movements of lease liabilities to cash flows arising from financing activities:
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----- Start of picture text -----
Lease liabilities
2025 2024
$’000 $’000
----- End of picture text -----
| Balance as at beginning of financial year Changes from financing cash flows: – Repayments of principal – Repayment of interest Non-cash changes – Interest expense – New leases – Disposal of subsidiaries – Lease modification Balance as at end of financial year |
3,827 (1,254) (186) 186 407 – – 2,980 |
4,488 (1,353) (218) 216 323 (13) 384 3,827 |
|---|---|---|
12 GOODWILL
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Net carrying amount At 30 June |
1,662 | 1,662 |
Impairment testing of goodwill
The carrying amounts of the Group’s goodwill on acquisition of subsidiaries as at 30 June 2025 were assessed for impairment during the financial year.
Goodwill allocated to the respective cash generating unit (“CGU”) are as follows:
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| Cash Generating Unit CGU 1– ISOTeam C&P Pte. Ltd. CGU 2– ISO-Landscape Pte. Ltd. |
1,383 279 1,662 |
1,383 279 1,662 |
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
12 GOODWILL (CONT’D)
Impairment testing of goodwill (Cont’d)
Key assumptions used in the impairment assessment
The recoverable amounts for the CGU 1 and CGU 2 have been determined based on value in use calculations using cash flow projections from financial budgets approved by management covering a 5-year period. These key inputs and assumptions were estimated by management based on prevailing economic and other conditions at the end of the reporting period. The key assumptions applied to the 5-year cash flow projections are as follows:
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----- Start of picture text -----
CGU 1 CGU 2
% %
----- End of picture text -----
| 2025 Forecast revenue growth rate (Year 1) Forecast revenue growth rate (Year 2 to 5) Terminal value growth rate Pre-tax discount rate 2024 Forecast revenue growth rate (Year 1) Forecast revenue growth rate (Year 2 to 5) Terminal value growth rate Pre-tax discount rate |
7.00 2.50 2.50 8.63 (12.01) 2.50 2.50 10.02 |
13.89 2.50 2.50 9.37 8.67 2.50 2.50 10.89 |
|---|---|---|
Forecast revenue growth rate – Revenue is computed based on secured order book and potential contracts.
Terminal value growth rate – Cash flows beyond the five-year period are forecasted based on terminal growth rate of 2.5% (2024: 2.5%) which does not exceed the nominal GDP rates for the countries in which the CGU operates.
Pre-tax discount rate – The discount rate calculation is based on the specific circumstances of the Group and its operating segments and derived from its weighted average cost of capital (“WACC”). The WACC takes into account both debt and equity.
For CGU 1 and CGU 2, any reasonable change to the key assumptions applied is not likely to cause the recoverable values to be below their carrying amounts.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
13 INTANGIBLE ASSETS
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----- Start of picture text -----
Order books
and customer Service Customer
contracts agreements relationship Software Total
$’000 $’000 $’000 $’000 $’000
----- End of picture text -----
| Group 2024 Cost At 1 July 2023 Disposal of subsidiary Additions At 30 June 2024 and 30 June 2025 Accumulated amortisation At 1 July 2023 Amortisation Disposal of subsidiary At 30 June 2024 Amortisation At 30 June 2025 Net carrying amount At 30 June 2024 At 30 June 2025 |
5,614 (5,614) – – 5,614 – (5,614) – – – – – |
88 (88) – – 88 – (88) – – – – – |
1,022 (1,022) – – 949 73 (1,022) – – – – – |
584 – 54 638 447 63 – 510 49 559 128 79 |
7,308 (6,724) 54 638 7,098 136 (6,724) 510 49 559 128 79 |
|---|---|---|---|---|---|
14 OTHER INVESTMENTS
| Group and | Company | |
|---|---|---|
2025 |
2024 |
|
| $’000 | $’000 | |
| Financial assets at fair value through profit or loss – Equity investment in sub-funds (unquoted) |
7,353 | 4,675 |
The Sub-Funds will be managed by a fund manager appointed by the VCC during the investment period of 24 months (the “Term”). Upon expiry of the Term or the occurrence of certain events, the Company will redeem its investment in the Sub-Funds with the redemption price being the net proceeds from the liquidation or disposal of the investments in the Sub-Funds. Consequently, the Group measures the interests in the Sub-Funds at fair value through profit or loss.
On 30 November 2023, the Company exercised the extension of the redemption period of the participating shares by additional 12 months. On 1 December 2024, the Company has exercised the extension of the redemption period of the participating shares by additional 24 months to 30 November 2027.
The fair values of equity investments are determined by reference to quarterly reports issued by the VCC’s professional fund manager. This fair value measurement was categorised in Level 3 of the fair value hierarchy.
Information on the fair value of financial assets is disclosed in Note 27(d).
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
15 INVESTMENT IN SUBSIDIARIES
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----- Start of picture text -----
Company
2025 2024
$’000 $’000
----- End of picture text -----
| Unquoted equity shares, at cost Balance at beginning of financial year Capitalisation of debt Capital injection Shares awarded to the employees in subsidiaries Disposal of subsidiary Balance at end of financial year Less: Allowance for impairment in value Movement in allowance for impairment in value are as follows: Balance at beginning of financial year Reversal of impairment Disposal of subsidiary Balance at end of financial year |
41,207 – 2,000 543 – 43,750 (4,300) 39,450 4,300 – – 4,300 |
46,835 3,400 – 330 (9,358) 41,207 (4,300) 36,907 21,199 (10,489) (6,410) 4,300 |
|---|---|---|
(i) The details of the subsidiaries are as follows:
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----- Start of picture text -----
Name of subsidiary Group’s equity
(Country of incorporation) Principal activities interest held
2025 2024
% %
----- End of picture text -----
| Held by the Company | |||
|---|---|---|---|
| ISO-Team Corporation Pte. Ltd.* | Provision of addition and alteration services and repair | 100 | 100 |
| (Singapore) | and redecoration services | ||
| Raymond Construction Pte. Ltd.* | Provision of addition and alteration services and repair | 100 | 100 |
| (Singapore) | and redecoration services | ||
| TMS Alliances Pte. Ltd.* | Provision of repair and redecoration services | 100 | 100 |
| (Singapore) | |||
| Zara@ISOTeam Pte. Ltd.* | Provision of interior design and space planning | 51 | 51 |
| (Singapore) | services | ||
| ISOTeam AET Pte. Ltd.* | Provision of addition and alternation services and | 100 | 100 |
| (Singapore) | commercial interior designs | ||
| ISOTeam C&P Pte. Ltd.* | Provision of coatings and paintings services and repair | 100 | 100 |
| (Singapore) | and redecoration services | ||
| ISO-Landscape Pte. Ltd.* | Provision of landscape care and maintenance service | 100 | 100 |
| (Singapore) | activities | ||
| ISOTeam Homecare Pte. Ltd.* | Provision of handyman services | 100 | 100 |
| (Singapore) | |||
| ISOTeam Renewable Solutions | Provision of installation of solar panel and mixed | 100 | 100 |
| Pte. Ltd.* (Singapore) | construction activities | ||
| Green Pest Management Pte. | Provision of vector control services | 100 | 100 |
| Ltd.* (Singapore) | |||
| Held by TMS Alliances Pte. Ltd. | |||
| ISOTeam TMS (Myanmar) | Dormant | 90 | 90 |
| Limited#(Myanmar) | |||
| ISOTeam Buildtech Pte. Ltd.*## | Dormant | 100 | – |
| (Singapore) |
- Audited by Baker Tilly TFW LLP, Singapore.
Audited by Khin Accountancy Firm, Myanmar.
Newly incorporated during the financial year.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
15 INVESTMENT IN SUBSIDIARIES (CONT’D)
- (ii) Increase in issued and paid up share capital of a subsidiary
On 27 June 2025, the Company increased its investment in ISO-Team Corporation Pte. Ltd. (“ITC”), a wholly-owned subsidiary of the Company, by subscribing additional 2,000,000 ordinary shares for a total consideration of $2,000,000. The new ordinary shares ranked pari passu in all respects with the existing shares.
- (iii) Impairment assessment of the Company’s investment in subsidiaries
During the financial year, management performed an impairment test for the investment in subsidiary which had been previously impaired and which the subsidiary is making losses during the current financial year. No additional impairment loss is recognised for the financial year ended 30 June 2025 as the recoverable amount is approximate the carrying amount of ISO-Team Corporation Pte. Ltd. (“ITC”).
The recoverable amounts of ITC are determined from value-in-use calculations. The key assumptions for the value-in-use calculations are those regarding the budgeted revenue growth rate, budgeted gross margin, terminal year growth rate and discount rate. Management estimates discount rate using pre-tax rate that reflects current market assessment of the time value of money and the risks specific to their industry. The budgeted revenue growth rate is based on past performances and management’s assessment of future trends and developments in the market. Budgeted gross margin is based on past performances.
In the previous financial year, management performed an impairment test for the investment in subsidiaries which had been previously impaired and which the subsidiaries are making profits during the previous financial year. Full reversal of impairment loss of $10,489,000 is recognised for the financial year ended 30 June 2024 as the recoverable amount is higher than the carrying amount of Raymond Construction Pte. Ltd. (“RC”) and ISOTeam AET Pte. Ltd. (“AET”).
The recoverable amounts of RC and AET are determined from value-in-use calculations. The key assumptions for the valuein-use calculations are those regarding the budgeted revenue growth rate, budgeted gross margin, terminal year growth rate and discount rate. Management estimates discount rate using pre-tax rate that reflects current market assessment of the time value of money and the risks specific to their industry. The budgeted revenue growth rate is based on past performances and management’s assessment of future trends and developments in the market. Budgeted gross margin is based on past performances.
Key assumptions used in value-in-use calculations
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----- Start of picture text -----
ITC
%
----- End of picture text -----
| 2025 | |
|---|---|
| Forecast revenue growth rate (Year 1) | – |
| Forecast revenue growth rate (Year 2 to 5) | 2.50 |
| Terminal value growth rate | 2.50 |
| Pre-tax discount rate (2025) | 8.72 |
| Pre-tax discount rate (2024) | 12.18 |
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----- Start of picture text -----
RC AET
% %
----- End of picture text -----
| 2024 Forecast revenue growth rate (Year 1) Forecast revenue growth rate (Year 2 to 5) Terminal value growth rate Pre-tax discount rate (2024) Pre-tax discount rate (2023) |
4.13 2.50 2.50 10.53 10.19 |
104.79 2.50 2.50 9.80 N/A |
|---|---|---|
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
15 INVESTMENT IN SUBSIDIARIES (CONT’D)
- (iii) Impairment assessment of the Company’s investment in subsidiaries (Cont’d)
Sensitivity to changes in assumptions
With regards to the assessment of value-in-use for ITC, an increase/decrease in forecasted revenue growth rate for Year 1 by 2% would result in a reversal of impairment loss previously recognised/additional impairment loss on investment in ITC by $487,000.
(iv) Disposal of subsidiary
On 17 May 2024, the Company had completed the disposal of ISO-Integrated M&E Pte. Ltd. (“IME”) to a third party for cash consideration of $1. The Group has recognised a gain of disposal of a subsidiary of $3,285,000 from the derecognition of IME. See Note A in the consolidated statement of cash flows for more information.
16 CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets relate to the Group’s rights to consideration for work completed but not billed at the reporting date. Contract assets are transferred to receivables when the rights to consideration become unconditional. Contract liabilities relate to advance consideration received from customers. Contract liabilities are recognised as revenue as (or when) the Group satisfies the performance obligations under its contract.
The following table provides information about contract assets, contract liabilities and trade receivables from contracts with customers.
| 2025 $’000 |
Group 2024 $’000 |
1.7.2023 $’000 |
|
|---|---|---|---|
| Contract assets | 41,370 | 42,237 | 36,064 |
| Contract liabilities | 675 | 1,635 | 2,265 |
| Trade receivables (including retention sums) | 22,608 | 18,653 | 20,765 |
Significant changes in the contract assets and the contract liabilities during the financial year are as follows:
| Group | |||
|---|---|---|---|
| 2025 | 2024 | 1.7.2023 | |
| $’000 | $’000 | $’000 | |
| Allowance for impairment on contract assets Impairment loss on contract assets Revenue recognised that was included in the contract liabilities balance at beginning of financial year Transfers from the contract assets recognised at the beginning of financial year to trade receivables |
– – 1,635 31,908 |
– 28 2,265 25,369 |
100 427 2,590 16,485 |
The decrease in contract assets is due to timing differences in revenue recognised and billings.
The decrease in contract liabilities is due to fulfilment of obligation.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
17 TRADE AND OTHER RECEIVABLES
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----- Start of picture text -----
Group Company
2025 2024 2025 2024
$’000 $’000 $’000 $’000
----- End of picture text -----
| Trade receivables: – Third parties – Related parties Less: Allowance for impairment – Third parties Retention sums on contracts: – Third parties Less: Allowance for impairment – Third parties Sundry receivables: – Third parties – Related parties – Subsidiaries Less: Allowance for impairment – Third parties – Subsidiaries Sundry deposits Prepayments |
17,226 – 17,226 (119) 17,107 5,523 (22) 5,501 8,817 163 – 8,980 (300) – 8,680 1,825 1,366 34,479 |
14,105 65 14,170 (387) 13,783 4,892 (22) 4,870 5,700 163 – 5,863 (300) – 5,563 2,064 1,610 27,890 |
6 – 6 – 6 – – – – 163 21,057 21,220 – – 21,220 252 21 21,499 |
132 – 132 (126) 6 – – – 4 163 12,275 12,442 – (265) 12,177 2 30 12,215 |
|---|---|---|---|---|
Trade receivables amounting to $507,000 (2024: $820,000) have been factored to a financial institution with recourse to the Group at the end of the reporting period. These trade receivables have not been derecognised from the statement of financial position because the Group retains substantially all of the risks and rewards-primarily credit risk. The corresponding cash received is recorded as bank borrowings (Note 19). The Group considers that the held to collect business model remains appropriate for these receivables and hence continues measuring them at amortised costs.
The sundry receivables due from subsidiaries are non-trade in nature, unsecured, interest-free and repayable on demand.
In the previous financial year, there were total trade receivables (including retention sums) amounting to $470,000 have been pledged to banks as securities for project financing (Note 19).
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
18 CASH AND BANK BALANCES
| Group | Group | Company | Company | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $’000 | $’000 | $’000 | $’000 | |
| Cash in hand and at bank Fixed deposits |
14,031 3,174 17,205 |
7,740 3,171 10,911 |
1,605 – 1,605 |
1,101 – 1,101 |
Fixed deposits of $3,174,000 (2024: $3,171,000) have been pledged to banks as collateral for borrowings (Note 19).
19 BORROWINGS
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----- Start of picture text -----
Group Company
2025 2024 2025 2024
$’000 $’000 $’000 $’000
----- End of picture text -----
| Non-current liability Term loans Current liabilities Factoring loan Trust receipts* Bank overdrafts Revolving credit facilities Term loans Commercial papers Total |
7,676 507 14,847 – 6,829 7,931 6,460 36,574 44,250 |
10,051 820 10,375 164 7,064 5,671 – 24,094 34,145 |
442 – – – 3,180 5,362 6,460 15,002 15,444 |
1,079 – – – 3,900 1,208 – 5,108 6,187 |
|---|---|---|---|---|
The following are the remaining contractual maturities of borrowings of the Group and the Company:
| Group | Group | Company | Company | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $’000 | $’000 | $’000 | $’000 | |
| Within 1 year Within 2 to 5 years Over 5 years |
36,574 3,863 3,813 44,250 |
24,094 5,207 4,844 34,145 |
15,002 442 – 15,444 |
5,108 1,079 – 6,187 |
- As at 30 June 2025, trust receipts of $14,847,000 (2024: $10,375,000) are under supplier finance arrangements involving bank financing with extended credit terms and interest payments, where the banks offering to pay amounts that the Group owes its suppliers and the Group agreeing to pay according to the terms and conditions of the arrangements at a later date than, when suppliers are paid. These arrangements provide the Group with extended payment terms of 60 to 210 days (2024: 60 to 210 days) compared to original payment terms of 30 to 90 days (2024: 30 to 90 days).
The term loans included $600,000 (2024: $600,000) and $4,125,000 (2024: $Nil) which bear fixed interest rate of 10.00% (2024: 10.00%) and bear a floating interest rates ranging from 5.10% to 7.13% per annum respectively.
The factoring loan of $507,000 (2024: $820,000) which represent cash received from financial institution for trade receivables factored to a financial institution.
Other borrowings are charged at floating rates which bears interest ranging from 3.31% to 6.90% (2024: 2.00% to 7.75%) per annum.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
19 BORROWINGS (CONT’D)
On 9 June 2025, the Company has launched a $20 million multicurrency multi-tranche unsecured commercial paper facility programme (the “SDAX Multicurrency CP Facility Programme”) entirely in digital securities that are to be issued by the Company and to be listed on the SDAX digital platform (the “SDAX Platform”) operated by SDAX Exchange Pte. Ltd., a company incorporated in Singapore that is a recognised market operator and regulated by the Monetary Authority of Singapore.
As at 30 June 2025, $0.5 million was subscribed by ADD Investment Holding Pte. Ltd., amounting to approximately 7.7% of the total commercial papers amongst the subscribers for the commercial papers. At the end of the financial year, the directors, Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye are deemed to have an interest in the commercial papers held by ADD Investment Holding Pte. Ltd..
The commercial papers are unsecured, has an interest rate of 4.9% per annum and matured in September 2025.
Group
a) Security granted
The bank borrowings are secured by:
-
(i) charges over fixed deposits (Note 18);
-
(ii) mortgage over the Group’s leasehold properties (Note 10);
-
(iii) first fixed charge over receivables arising from invoices financed directly or indirectly over the account in which the receivables are deposited;
-
(iv) secured deposit of $250,000;
-
(v) corporate guarantee from the Company;
-
(vi) assignment of the rights, titles and benefits under existing and future tenancy agreements and rental income over the Group’s leasehold properties (Note 10); and
-
(vii) a corporate guarantee by subsidiary.
b) Fair value of non-current borrowings
Based on the discounted cash flow analysis using a discount rate based upon market lending rate for similar borrowings which the management expects would be available to the Group at the end of the reporting period, the fair values of the fixed rate borrowings at the end of the reporting period approximate their carrying amounts as there are no significant changes in the market lending interest rates available to the Group and the Company at the end of the reporting period.
This fair value measurement for disclosure purposes is categorised in the Level 3 of the fair value hierarchy.
c) Reconciliation of movements of liabilities to cash flows arising from financing activities:
| Due to directors (Note 21) |
Borrowings (excluding bank overdraft) |
Total | |
|---|---|---|---|
$’000 |
$’000 |
$’000 | |
| Balance at 1 July 2023 Changes from financing cash flows: – Proceeds – Repayments – Interest paid Non-cash changes: – Interest expense – Disposal of subsidiary Balance at 30 June 2024 |
255 – (240) – – – 15 |
43,274 49,698 (56,710) (1,976) 1,976 (2,281) 33,981 |
43,529 49,698 (56,950) (1,976) 1,976 (2,281) 33,996 |
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
19 BORROWINGS (CONT’D)
Group (Cont’d)
c) Reconciliation of movements of liabilities to cash flows arising from financing activities: (Cont’d)
| Due to directors (Note 21) |
Borrowings (excluding bank overdraft) |
Total | |
|---|---|---|---|
$’000 |
$’000 |
$’000 | |
| Changes from financing cash flows: – Proceeds – Repayments – Interest paid Non-cash changes: – Interest expense Balance at 30 June 2025 |
– – – – 15 |
71,008 (60,777) (1,696) 1,734 44,250 |
71,008 (60,777) (1,696) 1,734 44,265 |
Company
All borrowings are charged at floating rates which bears interest ranging from 4.5% to 6.9% (2024: 4.65% to 6.95%) per annum except for term loan amounting to $600,000 (2024: $600,000) and $4,125,000 which bears interest rate of 10.00% (2024: 10.00%) and bear a floating interest rates ranging from 5.10% to 7.13% per annum respectively.
20 DEFERRED TAX (ASSETS)/LIABILITIES
The movements in the deferred tax (assets)/liabilities are as follows:
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Group Company
2025 2024 2025 2024
$’000 $’000 $’000 $’000
----- End of picture text -----
| At beginning of financial year Deferred tax expense At end of financial year Representing: Non-current Deferred tax asset Deferred tax liabilities |
(706) 11 (695) (800) 105 (695) |
(993) 287 (706) (811) 105 (706) |
4 – 4 – 4 4 |
4 – 4 – 4 4 |
|---|---|---|---|---|
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
20 DEFERRED TAX (ASSETS)/LIABILITIES (CONT’D)
Deferred tax (assets)/liabilities as at 30 June relates to the following:
| Group | Group | Company | Company | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $’000 | $’000 | $’000 | $’000 | |
| Deferred tax (assets)/liabilities Unabsorbed capital allowances and unutilised tax losses Differences in depreciation for tax purposes |
(800) 105 (695) |
(811) 105 (706) |
– 4 4 |
– 4 4 |
Unrecognised deferred tax assets
Deferred tax asset has not been recognised in respect of the following temporary differences:
| Group | Group | Company | Company | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $’000 | $’000 | $’000 | $’000 | |
| Tax losses Plant, property and equipment Right-of-use assets Lease liabilities Others |
1,378 (685) (787) 1,254 1,423 2,583 |
1,778 (878) (1,037) 1,844 1,145 2,852 |
227 – – – 239 466 |
– – – – 226 226 |
Deferred tax asset totalling $439,000 (2024: $485,000) and $79,000 (2024: $38,000) for the Group and Company respectively have not been recognised with respect of the above as it is not probable that future taxable profits will be available and/or sufficient to allow the related tax benefits to be realised.
21 TRADE AND OTHER PAYABLES
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Group Company
2025 2024 2025 2024
$’000 $’000 $’000 $’000
----- End of picture text -----
| Current Trade payables: – Third parties – Related parties GST payables Retention payables: – Third parties Other payables: – Third parties – Subsidiaries (non-trade) – Director (non-trade) Accrued operating expenses |
12,355 1,200 749 5,486 910 – 15 2,143 22,858 |
14,631 1,018 704 4,682 2,109 – 15 2,274 25,433 |
198 – 36 – – 7,140 – 115 7,489 |
55 – 25 – – 3,810 – 127 4,017 |
|---|---|---|---|---|
The non-trade other payables due to related parties, director of a subsidiary and subsidiaries are unsecured, interest-free and payable on demand.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
22 SHARE CAPITAL, TREASURY SHARES AND ACCUMULATED LOSSES
a) Share capital
| Group and | Group and | Company | Company | |
|---|---|---|---|---|
2025 |
2024 |
|||
| Number of issued shares |
Issued share capital |
Number of issued shares |
Issued share capital |
|
| ’000 | $’000 | ’000 | $’000 | |
| At 1 July Rights issue Cancellation of share capital Transaction costs related to issue of share capital Equity-settled share-based payment vested At 30 June |
698,762 – – – 9,675 708,437 |
54,321 – (20,000) 1 705 35,027 |
348,366 347,171 – – 3,225 698,762 |
43,743 10,265 – – 313 54,321 |
All shares rank equally with regard to the Company’s residual assets.
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company. All ordinary shares have no par value and carry one vote per share without restrictions.
During an extraordinary general meeting held in October 2024, the shareholders have approved the capital reduction exercise to reduce the share capital of the Company by cancellation of the share capital of the Company that has been lost or is unrepresented by available assets to the extent of the amount of the accumulated losses of the Company as at 30 June 2024 of $20,000,000. The proposed capital reduction exercise was completed in December 2024.
In previous financial year, the Company issued 347,171,000 new ordinary shares to shareholders amounting to $10,415,000 through renounceable non-underwritten rights issue. The rights issue amount recognised is net of share issue expenses amounted to $150,000.
b) Treasury shares
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Group and Company
2025 2024
Number Issued Number Issued
of issued share of issued share
shares capital shares capital
’000 $’000 ’000 $’000
At 1 July and 30 June 1,195 152 1,195 152
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Treasury shares relate to ordinary shares of the Company that is held by the Company.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
22 SHARE CAPITAL, TREASURY SHARES AND ACCUMULATED LOSSES (CONT’D)
c) Accumulated profits/(losses)
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Company
2025 2024
$’000 $’000
At beginning of financial year (9,648) (18,467)
Profit and total comprehensive income for the financial year 2,287 8,819
–
Transaction costs related to issue of share capital (1)
Dividends (558) –
Cancellation of share capital 20,000 –
At end of financial year 12,080 (9,648)
Dividends
Company
2025 2024
$’000 $’000
Ordinary dividends paid
Final exempt dividend of 0.08 cents per share paid in respect of the previous
financial year ended 30 June 2024 558 –
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The directors have proposed a final exempt dividend for the financial year ended 30 June 2025 of 0.08 cents per share. These financial statements do not reflect this dividend payable, which will be accounted for in the shareholders’ equity as an appropriation of accumulated profits in the financial year ending 30 June 2026.
d) Share-based payments
ISOTeam Performance Share Plan 2023 (the “ISOTeam PSP 2023”)
On 21 February 2023, the Company granted 7,000,000 shares award ( A ) to certain employees of the Group pursuant to the ISOTeam PSP 2023. The fair value of the ISOTeam PSP 2023 at $0.097 per share was determined using the market price on the share granted date. As at year end, there were none (2024: 100,000) ISOTeam PSP 2023 cancelled during the financial year due to the resignation of key executive. On 1 July 2024, the Company granted 6,450,000 shares award ( B ) to certain employees of the Group Pursuant to the ISOTeam PSP 2023 which have been fully vested and exercised during the financial year. The fair value of the ISOTeam PSP 2023 at $0.061 per share was determined using the market price on the share granted date.
The shares award ( A ) granted to employees will vest as follows:
i) Tranche 1: 50% of the shares award will be vested on 31 December 2023; and
ii) Tranche 2: 50% of the shares award will be vested on 31 December 2024.
The shares award will be converted into share capital immediately in respective vesting periods.
During the financial year, personnel expenses amounting to $552,000 (2024: $336,000) determined based on the fair value of the shares award have been recognised in the Group’s consolidated statement of comprehensive income with a corresponding increase in the other reserve.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
22 SHARE CAPITAL, TREASURY SHARES AND ACCUMULATED LOSSES (CONT’D)
d) Share-based payments (Cont’d)
ISOTeam Performance Share Plan 2023 (the “ISOTeam PSP 2023”) (Cont’d)
Movement in the number of performance share plan and their related weighted average fair values is as follows:
| Date of grant | Balance as at 1 July 2024 |
ISOTeam PSP granted |
ISOTeam PSP vested |
Balance as at 30 June 2025 Weighted average fair value per share ($) Vesting period |
|---|---|---|---|---|
| ISOTeam PSP 2023 21 February 2023 1 July 2024 |
3,225,000 – 3,225,000 |
– 6,450,000 6,450,000 |
(3,225,000) (6,450,000) (9,675,000) |
– 0.097 31 December 2023 and 2024 – 0.061 31 December 2024 – |
| Date of grant ISOTeam PSP 2023 |
Balance as at 1 July 2023 |
ISOTeam PSP cancelled |
ISOTeam PSP vested |
Balance as at 30 June 2024 |
Weighted average fair value per share ($) |
Vesting period |
|---|---|---|---|---|---|---|
| 21 February 2023 | 6,550,000 | (100,000) | (3,225,000) | 3,225,000 | 0.097 | 31 December 2023 |
| and 2024 |
23 FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.
| Group | Group | |
|---|---|---|
| 2025 | 2024 | |
| $’000 | $’000 | |
| At 1 July Foreign currency translation At 30 June |
30 – 30 |
32 (2) 30 |
24 MERGER RESERVE
Merger reserve represents the differences between the consideration paid and the share capital of subsidiaries when entities under common controls are accounted for applying the pooling of interest method.
25 CONTINGENT LIABILITIES
As at 30 June 2025, the Company has provided corporate guarantees of $69,658,000 (2024: $52,214,000) to banks for borrowings of $32,325,000 (2024: $29,800,000) taken by its subsidiaries.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
26 RELATED PARTIES TRANSACTIONS
In addition to information disclosed elsewhere in the financial statements, the following transactions took place between the Group with related parties, who are not members of the Group during the year on terms agreed by the parties concerned:
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2025 2024
$’000 $’000
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| Group With related parties Expenses Purchases Revenue Compensation of key management personnel – Salaries and bonus – CPF – Fee – Other short-term benefits – Share-based compensation (Note 7) Company With subsidiaries Receipts on behalf Loan Repayment of loan Capitalisation of loan Capital injection Income Management fee Interest income Recharge of expenses Expenses Recharge of expense Interest expenses |
4,225 12 3,199 240 254 346 403 4,442 – 6,286 700 – 2,000 2,038 32 1,132 38 3 |
4,071 172 3,154 224 239 273 115 4,005 73 5,239 604 3,400 – 2,087 67 67 11 – |
|---|---|---|
27 FINANCIAL INSTRUMENTS
a) Categories of financial instruments
Financial instruments at their carrying amounts at the end of the reporting period are as follows:
| Group | Group | Company | Company | |
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| $’000 | $’000 | $’000 | $’000 | |
| Financial assets At amortised costs Financial assets at fair value through profit and loss Financial liabilities At amortised cost |
50,318 7,353 57,671 68,788 |
37,191 4,675 41,866 62,398 |
23,083 7,353 30,436 22,897 |
13,286 4,675 17,961 10,179 |
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies
The Group is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include foreign currency risk, interest rate risk, credit risk and liquidity risk. The policies for managing each of these risks are summarised below. The directors review and agree policies and procedures for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in which the Group manages and measures financial risk.
Foreign currency risk
The Group does not have significant exposure to foreign currency risk as its transactions are mainly in Singapore dollar.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flow of the Group’s financial instruments will fluctuate because of changes in market interest rates. The Group’s income and operating cash flows are substantially independent on changes in market interest rates as the Group has no significant interest-bearing assets and liabilities except fixed deposits (Note 18) and borrowings (Note 19).
Sensitivity analysis for interest rate risk
The sensitivity analysis below have been determined based on the exposure to interest rates for loans and borrowings at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of loans and borrowings that have floating rates.
The Group’s loans and borrowings at variable rates on which effective hedges have not been entered into, are denominated in Singapore dollar (“$”). If the interest rates increase/decrease by 50 (2024: 50) basis points with all other variables including tax rate being held constant, the profit/loss after tax of the Group will be lower/higher (2024: lower/higher) by $236,000 (2024: $190,000) respectively as a result of higher/lower interest expense on these loans and borrowings.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and obtaining sufficient security where appropriate to mitigate credit risk. For other financial assets, the Group adopt the policy of dealing only with high credit quality counterparties.
Credit exposure to an individual counterparty is restricted by credit limits that are approved by the Group Finance department based on ongoing credit evaluation. The counterparty’s payment profile and credit exposure are continuously monitored at the entity level by the Group Finance department.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Credit risk (Cont’d)
The following sets out the Group’s internal credit evaluation practices and basis for recognition and measurement of expected credit losses (“ECL”):
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----- Start of picture text -----
Basis for recognition and
Description of evaluation of financial assets measurement of ECL
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| Counterparty has a low risk of default and does not have any past due amounts | 12-month ECL |
| Contractual payments are more than 30 days past due or where there has been a significant increase in credit risk since initial recognition |
Lifetime ECL – not credit-impaired |
| Contractual payments are more than 120 days to 5 years past due or there is evidence of credit impairment depending on the nature of project, debtor and historical experience |
Lifetime ECL – credit-impaired |
| There is evidence indicating that the Group has no reasonable expectation of recovery of payments such as when the debtor has been placed under liquidation or has entered into bankruptcy proceedings |
Write-off |
Significant increase in credit risk
In assessing whether the credit risk on a financial asset has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial asset as at the reporting date with the risk of a default occurring on the financial asset as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information, such as future economic and industry outlook, that is available without undue cost or effort.
In particular, the Group considers the following information when assessing whether credit risk has increased significantly since initial recognition:
-
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
-
significant increases in credit risk on other financial instruments of the same debtor; and
-
an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.
Regardless of the evaluation of the above factors, the Group presumes that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Credit risk (Cont’d)
Significant increase in credit risk (Cont’d)
The Group also assumes that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the reporting date. A financial instrument is determined to have low credit risk if it has an internal or external credit rating of “investment grade” as per globally understood definition, or the financial asset has a low risk of default; the borrower has a strong capacity to meet its contractual cash flow obligations in the near term; and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
Definition of default
The Group considers the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable:
-
when there is a breach of financial covenants by the counterparty; or
-
information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 120 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred such as evidence that the borrower is in significant financial difficulty, there is a breach of contract such as default or past due event; there is information that it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; the disappearance of an active market for that financial asset because of financial difficulties; or the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.
Estimation techniques and significant assumptions
There has been no change in the estimation techniques or significant assumptions made during the current financial year for recognition and measurement of credit loss allowances.
The Group’s trade receivables comprise 10 debtors (2024: 10 debtors), which represented approximately 53% (2024: 48%) of the trade receivables.
As the Group and Company does not hold any collateral, the maximum exposure to credit risk is the carrying amount of each class of financial instruments presented on the statements of financial position and the amount of $32,325,000 (2024: $29,800,000) relating to corporate guarantees given by the Company to banks for the subsidiaries’ borrowings.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Credit risk (Cont’d)
Estimation techniques and significant assumptions (Cont’d)
The credit risk for trade receivables (excluding retention receivables) based on the information provided to key management is as follows:
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Group
2025 2024
$’000 $’000
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| By types of customers Trade receivables Related parties Third parties: – Government agencies – Other companies – Individuals Contract assets Third parties: – Government agencies – Other companies – Individuals |
– 7,023 9,824 260 17,107 22,361 18,621 388 41,370 |
65 5,440 8,039 239 13,783 24,100 17,920 217 42,237 |
|---|---|---|
Movements in credit loss allowance are as follows:
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Trade
receivables
Contract (including Other
assets retention sums) receivables Total
$’000 $’000 $’000 $’000
----- End of picture text -----
| Group 2025 Balance at 1 July 2024 Loss allowance measured: Lifetime ECL Receivable written off as uncollectible Balance at 30 June 2025 2024 Balance at 1 July 2023 Loss allowance measured: Lifetime ECL Balance at 30 June 2024 |
100 – – 100 100 – 100 |
409 77 (345) 141 289 120 409 |
300 – – 300 – 300 300 |
809 77 (345) 541 389 420 809 |
|---|---|---|---|---|
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Credit risk (Cont’d)
Estimation techniques and significant assumptions (Cont’d)
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----- Start of picture text -----
Other
receivables
$’000
----- End of picture text -----
| Company Balance at 1 July 2023 Loss allowance measured: Lifetime ECL – Credit impaired Disposal of subsidiary Balance at 30 June 2024 Reversal of impairment Balance at 30 June 2025 |
3,813 254 (802) (3,000) 265 (265) – |
|---|---|
The credit loss for cash and cash equivalents are immaterial as at 30 June 2025.
Trade receivables (including retention sums) and contract assets
The Group has applied the simplified approach by using a provision matrix to measure the lifetime expected credit loss allowance for trade receivables (including retention sums) and contract assets.
Under the simplified approach, for trade receivables (including retention sums) and contract assets that do not contain a significant financing component, the loss allowance is measured at initial recognition and throughout the life of the receivable at an amount equal to lifetime ECL.
The Group determined the ECL of trade receivables (including retention sums) and contract assets by segregating amounts due from government agencies where the credit risk is not significant and using a provision matrix for the remaining trade receivables (including retention sums) and contract assets which share similar credit risk characteristics.
The Group estimates the expected credit loss rates for each category of past due status of the debtors based on historical credit loss experience adjusted as appropriate to reflect current conditions and forecasts of future economic conditions.
There has been no change in the estimation techniques or significant assumptions made during the current financial year.
The Group has assessed the potential exposure on the trade receivables and provided the necessary expected credit loss allowance against its trade receivables depending on the nature of project, debtor and historical experience.
The Group has recognised a loss allowance of 100% against all credit-impaired trade receivables (including retention sums) and contract assets. A trade receivable is written off when there is information indicating that there is no realistic prospect of recovery from the debtor.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Credit risk (Cont’d)
Trade receivables (including retention sums) and contract assets (Cont’d)
The Group’s credit risk exposure in relation to trade receivables at the reporting date are set out in the provision matrix below:
Trade receivables (excluding government agencies)
| Not past due |
1 to 30 days |
31 to 60 days |
61 to 90 days |
Between 90 days to 1 year |
More than 1 year |
Credit- impaired |
Total | |
|---|---|---|---|---|---|---|---|---|
| $’000 | $’000 | $’000 | $’000 | $’000 |
$’000 |
$’000 | $’000 | |
| 2025 Gross receivables Loss allowance 2024 Gross receivables Loss allowance |
4,637 – 4,176 – |
2,553 – 1,717 – |
647 – 630 – |
584 – 223 – |
131 – 194 – |
1,445 – 1,403 – |
119 119 387 387 |
10,116 119 8,730 387 |
Other financial assets at amortised cost
Other financial assets at amortised costs include other receivables and cash and cash equivalents.
The table below details the credit quality of the Group’s financial assets:
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Group Gross carrying Loss Net carrying
2025 12-month or lifetime ECL amount allowance amount
$’000 $’000 $’000
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| Trade receivables | Lifetime ECL (Simplified approach) | 17,226 | (119) | 17,107 |
|---|---|---|---|---|
| Retention sum | Lifetime ECL (Simplified approach) | 5,523 | (22) | 5,501 |
| Contract assets | Lifetime ECL (Simplified approach) | 41,470 | (100) | 41,370 |
| Other receivables | 12-month | 10,805 | (300) | 10,505 |
| Cash and cash equivalents | N.A. Exposure limited | 17,205 | – | 17,205 |
| with financial institutions | ||||
| 2024 | ||||
| Trade receivables | Lifetime ECL (Simplified approach) | 14,170 | (387) | 13,783 |
| Retention sum | Lifetime ECL (Simplified approach) | 4,892 | (22) | 4,870 |
| Contract assets | Lifetime ECL (Simplified approach) | 42,337 | (100) | 42,237 |
| Other receivables | 12-month | 7,927 | (300) | 7,627 |
| Cash and cash equivalents | N.A. Exposure limited | 10,911 | – | 10,911 |
| with financial institutions |
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Credit risk (Cont’d)
Other financial assets at amortised cost (Cont’d)
The table below details the credit quality of the Company’s financial assets (other than trade receivables and contract assets):
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Company Gross carrying Loss Net carrying
2025 12-month or lifetime ECL amount allowance amount
$’000 $’000 $’000
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| Trade receivables | Lifetime ECL | 6 | – | 6 |
|---|---|---|---|---|
| Other receivables | 12-month | 21,472 | – | 21,472 |
| Cash and cash equivalents | N.A. Exposure limited | 1,605 | – | 1,605 |
| with financial institutions | ||||
| 2024 | ||||
| Trade receivables | Lifetime ECL | 132 | (126) | 6 |
| Other receivables | 12-month | 11,838 | – | 11,838 |
| Lifetime ECL | 341 | (265) | 76 | |
| Cash and cash equivalents | N.A. Exposure limited | 1,101 | – | 1,101 |
| with financial institutions |
Financial guarantee
The Company has issued financial guarantees to banks for borrowings of its subsidiaries. These guarantees are subject to the impairment requirements of SFRS(I) 9 Financial Instruments . The Company has assessed that its subsidiaries have financial capacity to meet the contractual cash flow obligations and does not expect significant credit losses arising from these guarantees.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.
In managing its liquidity, management monitors and reviews the Group’s forecasts of liquidity reserves (comprise cash and cash equivalents and undrawn borrowing facilities) on the basis of expected cash flows determined at local level in the respective operating companies of the Group in accordance with limits set by the Group.
The board of directors exercises prudent liquidity and cash flow risk management policies and aims at maintaining an adequate level of liquidity and cash flow at all times.
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
b) Financial risk management objectives and policies (Cont’d)
Liquidity risk (Cont’d)
The table below summarises the maturity profile of the Group’s and Company’s financial liabilities at the end of the reporting period based on contractual undiscounted repayment obligations.
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----- Start of picture text -----
Repayable on
demand or Within Over
within 1 year 2 to 5 years 5 years Total
$’000 $’000 $’000 $’000
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| Group At 30 June 2025 Trade and other payables Lease liabilities Borrowings At 30 June 2024 Trade and other payables Lease liabilities Borrowings Company At 30 June 2025 Trade and other payables Borrowings Financial guarantee contracts At 30 June 2024 Trade and other payables Borrowings Financial guarantee contracts |
21,558 741 36,734 59,033 24,426 1,371 24,391 50,188 7,453 15,053 32,325 54,831 3,992 5,218 30,400 39,610 |
– 1,573 4,568 6,141 – 1,704 6,377 8,081 – 452 – 452 – 1,123 – 1,123 |
– 2,059 4,288 6,347 – 2,249 5,902 8,151 – – – – – – – – |
21,558 4,373 45,590 71,521 24,426 5,324 36,670 66,420 7,453 15,505 32,325 55,283 3,992 6,341 30,400 40,733 |
|---|---|---|---|---|
c) Fair values of assets and liabilities
Fair value hierarchy
The Group and Company classifies fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
-
a) Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
b) Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
c) Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
d) Fair value measurements of financial instruments that are carried at fair value
The following table presents the level of fair value hierarchy for each class of financial instruments measured at fair value on the reporting period at 30 June 2025:
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----- Start of picture text -----
Level 1 Level 2 Level 3 Total
$’000 $’000 $’000 $’000
----- End of picture text -----
| 2025 Assets Equity investment in Sub-Funds (unquoted) 2024 Assets Equity investment in Sub-Funds (unquoted) |
– – |
– – |
7,353 4,675 |
7,353 4,675 |
|---|---|---|---|---|
Determination of fair values
The financial assets at fair value through profit or loss was classified as Level 3.
During the financial year, the Company invested in private equity funds that are relatively illiquid with no public market as they are invested in private equities, and consequently management has concluded that the inclusion of the investments in Level 3 of the fair value hierarchy most appropriately reflects the nature of the valuation of the investments. Refer to Note 14.
The fair value of equity investments are determined based on NAV of the sub-funds of the VCC and the professional fund manager uses income approach to determine the fair value of the underlying investment. In determining the fair value using the income approach, the VCC fund manager applies judgement and uses assumptions and inputs that include revenue forecast, discount rate and terminal growth rate. The estimated fair value would increase/decrease if the assumptions have changed.
Valuation policies and procedures
The management of the Group and Company is of the view that the NAV of the sub-funds of the VCC is an appropriate basis to represent the fair value of the equity investments. Management reviewed the quarterly report issued by the professional fund manager and consider the valuation of the underlying investments held by the sub-funds.
Movements in Level 3 assets and liabilities measured at fair value
| Unquoted equity shares | Unquoted equity shares | |
|---|---|---|
2025 |
2024 |
|
| $’000 | $’000 | |
| Balance at beginning of financial year Fair value gain recognised in profit or loss, net Balance at end of financial year |
4,675 2,678 7,353 |
3,467 1,208 4,675 |
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
27 FINANCIAL INSTRUMENTS (CONT’D)
d) Fair value measurements of financial instruments that are carried at fair value (Cont’d)
Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value
The carrying amounts of the current financial assets and liabilities approximate their respective fair values due to their short-term nature or they are floating rate instruments that are re-priced to market interest rates on or near the end of the reporting period.
The carrying amounts of non-current borrowings approximate their fair values as these financial instruments either bear interest rates which approximate the market interest rates or are floating rate loans that are repriced to market interest rates on or near the end of the reporting period. These fair value measurement for disclosure purpose are categorised in Level 3 of the fair value hierarchy.
28 CAPITAL MANAGEMENT
The Group’s objectives when managing capital are:
-
a) To safeguard the Group’s ability to continue as a going concern, so that it continues to provide returns for shareholders and benefits for other stakeholders;
-
b) To support the Group’s stability and growth; and
-
c) To provide capital for the purpose of strengthening the Group’s risk management capability.
The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure to maximise shareholder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities.
The capital of the Group mainly consists of equity holders of the Company comprising share capital, net of accumulated profits and merger reserve. The Group’s overall strategy remains unchanged from 2024.
29 SEGMENT INFORMATION
The Group is organised into business units based on nature of the projects for management purposes. The reportable segments are revenue from Repair and Redecoration (“R&R”), Addition and Alteration (“A&A”), and Coatings and Paintings (“C&P”).
R&R focuses mainly on non-structural construction, improvements and routine maintenance works.
A&A focuses mainly on structural works and infrastructure works.
C&P focuses mainly on coatings and paintings works.
Others segments focus mainly on commercial interior design, home retrofitting, landscaping works, leasing services, waterproofing, green solutions and maintenance & electrical service and projects and construction management.
Management monitors the operating results of its business units separately for making decisions about allocation of resources and assessment of performances of each segment.
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
29 SEGMENT INFORMATION (CONT’D)
The segment information provided to management for the reportable segments are as follows:
| R&R | A&A | C&P | Others | Total | |
|---|---|---|---|---|---|
| 2025 | $’000 | $’000 | $’000 | $’000 | $’000 |
| Segment revenue Segment profits Depreciation and amortisation Other non-cash income Interest income Finance costs Profit before tax Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segments items Capital expenditure-property, plant and equipment Depreciation of property, plant and equipment Amortisation of intangible assets Impairment loss on receivables and contract assets |
28,779 3,504 16,658 3,145 – – – – |
56,526 4,187 33,871 191 – – – – |
14,876 1,013 12,678 4,525 – – – – |
19,027 987 18,738 18,644 – – – 105 |
119,208 9,691 (2,966) 2,113 45 (2,218) 6,665 81,945 38,730 120,675 26,505 45,744 72,249 755 2,917 49 105 |
| R&R | A&A | C&P | Others | Total | |
| 2024 | $’000 | $’000 | $’000 | $’000 | $’000 |
| Segment revenue Segment profits/(losses) Depreciation and amortisation Other non-cash income Interest income Finance costs Profit before tax Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segments items Capital expenditure-property, plant and equipment Depreciation of property, plant and equipment Amortisation of intangible assets Gain on disposal of subsidiary Impairment loss on receivables and contract assets |
50,423 5,169 21,990 6,212 – – – – – |
45,142 1,091 29,128 87 – – – – – |
17,370 5,123 10,845 5,671 – – – – – |
17,233 (1,008) 13,351 9,195 – – – (3,285) 1,723 |
130,168 10,375 (3,237) 2,410 261 (2,494) 7,315 75,314 32,990 108,304 21,165 44,264 65,429 1,284 3,101 136 (3,285) 1,723 |
I S O T E A M LT D .
NOTES TO THE FINANCIAL STATEMENTS For the financial year ended 30 June 2025
29 SEGMENT INFORMATION (CONT’D)
Segment reporting
Performance of each segment is evaluated based on segment profit or loss which is measured differently from the net profit before tax in the financial statements. Interest income and finance costs are not allocated to segments as the Group financing is managed on a group basis.
Management monitors the assets and liabilities attributable to each segment for the purposes of monitoring segment performance and for allocating resources between segments.
Segment assets
The amounts provided to management with respect to total assets are measured in a manner consistent with that of the financial statements. Management monitors the assets attributable to each segment for the purposes of monitoring segment performance and for allocating resources between segments. All assets are allocated to reportable segments except for property, plant and equipment, intangible assets, the receivables and cash and bank balances for companies which are operating in more than one segment.
Segment liabilities
The amounts provided to management with respect to total liabilities are measured in a manner consistent with that of the financial statements. All liabilities are allocated to the reportable segments based on the operations of the segments other than borrowings, other payables, lease liabilities, deferred tax liabilities and tax payables are classified as unallocated liabilities for companies which are operating in more than one segment.
Information about major customers
Revenue is derived from 1 (2024: Nil) external customers who individually contributed 10% or more of the Group’s revenue and are attributable to the segments as detailed below:
| 2025 2024 |
|
|---|---|
| $’000 $’000 |
|
| Customer 1 | Attributable segments A&A 13,600 4,404* |
- This has been included for comparative purposes.
Geographical information
The Group’s revenues from external customers and non-current assets are predominantly located in Singapore.
30 CAPITAL COMMITMENT
As at 30 June 2025, commitment in respect of capital expenditure, are as follows:
| 2025 $’000 |
2024 $’000 |
|
|---|---|---|
| Capital commitment not provided for in the financial statements | ||
| – Capital commitments in respect of property, plant and equipment | 1,465 | 1,465 |
A N N U A L R E P O R T 2 0 2 5
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 30 June 2025
31 EVENTS AFTER THE REPORTING PERIOD
On 1 August 2025, the Company had entered into and completed a sale and purchase agreement with Mr. Chin Wai Tuck (Director in Zara @ ISOTeam Pte. Ltd.) to acquire 73,500 ordinary shares representing 49% of the issued and paid-up share capital of Zara @ ISOTeam Pte. Ltd. Accordingly, Zara @ ISOTeam Pte. Ltd. will become a wholly-owned subsidiary of the Company.
On 19 September 2025, the Company has issued convertible bonds amounted to $3,000,000. The bonds have not been placed to any person who is a director and/or a substantial shareholder of the Company, an interested person as defined in Chapter 9 of the Catalist Rules, or any other person in the categories as set out in Rule 812(1) of the Catalist Rules. The conversion of the bonds into the Conversion Shares will not result in a transfer of controlling interest (as defined in the Catalist Rules) of the Company to any of the bond investors.
On 23 September 2025, the Company allotted 86,158,138 of new ordinary shares at a consideration for $0.08 per share. All shares rank equally with regard to the Company’s residual assets.
On 9 September 2025, the Company has launched the second series of its 3-month commercial paper in digital securities under the SDAX Multicurrency CP Programme (“3-month Series 002 SDAX Issuance”). On 25 September 2025, the Company has announced the closure of the launch of the 3-months commercial paper with an aggregate amount of $8.89 million raised.
32 AUTHORISATION OF FINANCIAL STATEMENTS
The consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company for the financial year ended 30 June 2025 were authorised for issue in accordance with a resolution of the directors dated 13 October 2025.
I S O T E A M LT D .
STATISTICS OF SHAREHOLDINGS
23 September 2025
SHARE CAPITAL
| Total number of shares in issue (excluding treasury shares) – 793,400,000 | Class of shares – Ordinary Shares |
|---|---|
| Number of treasury shares – 1,195,659 | Voting rights – 1 vote per share |
The Company does not have any subsidiary holdings.
0.15% of the total number of issued ordinary shares of the Company (excluding treasury shares) are held as treasury shares.
SHAREHOLDINGS HELD IN HANDS OF PUBLIC
Based on the information provided and to the best knowledge of the Directors, approximately 63.87% of the total number of issued ordinary shares of the Company were held in the hands of the public as at 23 September 2025 and therefore Rule 723 of the Catalist Rules is complied with.
TWENTY LARGEST SHAREHOLDERS AS AT 23 SEPTEMBER 2025
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NAME OF SHAREHOLDER NO. OF SHARES %
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| 1 CITIBANK NOMINEES SINGAPORE PTE LTD 2 MAYBANK SECURITIES PTE. LTD. 3 OCBC SECURITIES PRIVATE LTD 4 PHILLIP SECURITIES PTE LTD 5 DBS NOMINEES PTE LTD 6 HSBC (SINGAPORE) NOMINEES PTE LTD 7 ASDEW ACQUISITIONS PTE LTD 8 NIPPON PAINT (SINGAPORE) COMPANY PRIVATE LIMITED 9 MOOMOO FINANCIAL SINGAPORE PTE. LTD. 10 IFAST FINANCIAL PTE LTD 11 KGI SECURITIES (SINGAPORE) PTE. LTD 12 UOB KAY HIAN PTE LTD 13 RAFFLES NOMINEES (PTE) LIMITED 14 TAN YONG KIANG 15 CGS INTERNATIONAL SECURITIES SINGAPORE PTE. LTD. 16 LIM KHENG MOH 17 CHENG LI CHIANG STEVE 18 OCBC NOMINEES SINGAPORE PTE LTD 19 LIM THIAM HOCK 20 UNITED OVERSEAS BANK NOMINEES PTE LTD TOTAL: |
262,611,984 68,602,938 61,141,500 53,005,650 32,607,125 23,664,800 16,000,000 15,896,556 12,005,800 10,519,800 9,625,400 8,536,500 7,940,975 6,080,000 5,665,800 4,860,000 4,300,000 3,942,400 3,905,000 3,622,200 614,534,428 |
33.10 8.65 7.71 6.68 4.11 2.98 2.02 2.00 1.51 1.33 1.21 1.08 1.00 0.77 0.71 0.61 0.54 0.50 0.49 0.46 77.46 |
|---|---|---|
Note:
-
%: Based on 793,400,000 shares (excluding shares held as treasury shares) as at 23 September 2025
-
Treasury Shares as at 23 September 2025 – 1,195,659 shares
A N N U A L R E P O R T 2 0 2 5
STATISTICS OF SHAREHOLDINGS 23 September 2025
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS AS AT 23 SEPTEMBER 2025
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SIZE OF SHAREHOLDINGS NO. OF SHAREHOLDERS % NO. OF SHARES %
----- End of picture text -----
| 1 – 99 100 – 1,000 1,001 – 10,000 10,001 – 1,000,000 1,000,001 and above Total |
2 53 233 855 47 1,190 |
0.17 4.45 19.58 71.85 3.95 100.00 |
144 28,800 1,653,600 116,973,480 674,743,976 793,400,000 |
0.00 0.00 0.21 14.74 85.05 100.00 |
|---|---|---|---|---|
Note:
%: Based on 793,400,000 shares (excluding shares held as treasury shares) as at 23 September 2025
- Treasury Shares as at 23 September 2025 – 1,195,659 shares
SUBSTANTIAL SHAREHOLDERS
| Name of Substantial Shareholders ADD Investment Holding Pte. Ltd.(2) |
Direct Interest Number of Shares(1) %(1) – – |
Direct Interest Number of Shares(1) %(1) – – |
Deemed Interest Number of Shares(1) %(1) 140,908,812 17.8 |
Deemed Interest Number of Shares(1) %(1) 140,908,812 17.8 |
|---|---|---|---|---|
| Ng Cheng Lian(3),(4) | – | – | 156,272,812 | 19.7 |
| Koh Thong Huat(3),(4) | 3,000,000 | 0.38 | 156,272,812 | 19.7 |
| Foo Joon Lye(3),(4) | – | – | 156,272,812 | 19.7 |
| Taisei Oncho Co., Ltd(5) | – | – | 62,500,000 | 7.88 |
| Ginko-AGT Global Growth Fund | 47,600,000 | 6.00 | – | – |
Notes:
(1) Based on the issued share capital of the Company of 793,400,000 shares (excluding treasury shares) as at 23 September 2025.
-
(2) ADD Investment Holding Pte. Ltd. is deemed to be interested in 140,908,812 shares in the capital of the Company held by Citibank Nominees Singapore Pte. Ltd. as its nominee.
-
(3) Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye hold the total issued share capital of ADD Investment Holding Pte. Ltd. in equal proportion. Each of them is therefore deemed to be interested in all the shares in the capital of the Company held by ADD Investment Holding Pte. Ltd. under Section 7 of the Companies Act 1967.
(4) Ng Cheng Lian, Koh Thong Huat and Foo Joon Lye are each deemed to be interested in 15,364,000 shares in the capital of the Company held by Citibank Nominees Singapore Pte Ltd as their nominee.
(5) Taisei Oncho Co., Ltd is deemed to be interested in 62,500,000 shares in the capital of the Company held by Citibank Nominees Singapore Pte Ltd as the nominee of its custodian.
I S O T E A M LT D .
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM ”) of ISOTeam Ltd. (the “ Company ”) will be held at 8 Changi North Street 1, ISOTeam Building, Singapore 498829 on Wednesday, 29 October 2025 at 10.00 a.m. to transact the following business:
AS ORDINARY BUSINESS
| 1. | To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended | (Resolution 1) |
|---|---|---|
| 30 June 2025 together with the Independent Auditor’s Report thereon. | ||
| 2. | To declare a final dividend of 0.08 Singapore cents per ordinary share (tax-exempt one tier) for the financial year | (Resolution 2) |
| ended 30 June 2025. | ||
| 3. | To approve the payment of Directors’ fees of $150,920 for the financial year ending 30 June 2026, to be paid | (Resolution 3) |
| quarterly in arrears (FY2025: $150,920) | ||
| 4. | To re-elect Mr Ryota Fukuda, a Director retiring pursuant to Regulation 107 of the Company’s Constitution. | (Resolution 4) |
| (see explanatory note 1) | ||
| 5. | To re-elect Mr Yap Soon Yong, a Director retiring pursuant to Regulation 117 of the Company’s Constitution. | (Resolution 5) |
| (see explanatory note 1) | ||
| 6. | To note the retirement of Mr Foo Joon Lye as a Director retiring pursuant to Regulation 107 of the Company’s | |
| Constitution. | ||
| 7. | To re-appoint Baker Tilly TFW LLP as auditor of the Company and to authorise the Directors to fix its remuneration. | (Resolution 6) |
AS SPECIAL BUSINESS
To consider and if thought fit, to pass with or without amendments the following resolutions which will be proposed as Ordinary Resolutions:
-
That pursuant to Section 161 of the Companies Act 1967 (“ Companies Act ”) and Rule 806 of the Listing Manual (Resolution 7) Section B: Rules of Catalist (“ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”), the Directors be authorised and empowered to:
-
(a) (i) allot and issue shares in the share 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, including but not limited to the creation and issue of (as well as adjustments to) options, 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 at their absolute discretion deem fit; and
- (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any instruments made or granted by the Directors while this Resolution was in force,
A N N U A L R E P O R T 2 0 2 5
NOTICE OF ANNUAL GENERAL MEETING
provided that:
-
(1) the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued pursuant to this Resolution does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of Shares (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to be issued other than on a pro rata basis to shareholders of the Company does not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below);
-
(2) (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, 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:
-
(a) new Shares arising from the conversion or exercise of convertible securities;
-
(b) new Shares arising from exercising share options or vesting of share awards, provided the options or awards were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
-
(c) any subsequent bonus issue, consolidation or subdivision of Shares;
Adjustments in accordance with sub-paragraphs (2)(a) and (2)(b) above are only to be made in respect of new Shares arising from convertible securities, share options or share awards which were issued and 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 Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), the Companies Act and the Constitution for the time being of the Company; and
-
(4) (unless revoked or varied by the Company at a general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is earlier.
(see explanatory note 2)
That:
(Resolution 8)
-
(a) for the purposes of Sections 76C and 76E of the Companies Act, the Directors be authorised to exercise all the powers of the Company to purchase or otherwise acquire Shares not exceeding in aggregate the Prescribed Limit (as hereinafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereinafter defined), whether by way of:
-
(i) market purchases (each a “ Market Purchase ”) on the SGX-ST; and/or
-
(ii) off-market purchases (each an “ Off-Market Purchase ”) effected otherwise than on the SGX-ST in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Companies Act,
and otherwise in accordance with all other provisions of the Companies Act and the Catalist Rules as may for the time being be applicable (the “ Share Buyback Mandate ”);
I S O T E A M LT D .
NOTICE OF ANNUAL GENERAL MEETING
-
(b) any Share that is purchased or otherwise acquired by the Company pursuant to the Share Buyback Mandate shall, at the discretion of the Directors, either be cancelled or held in treasury and dealt with in accordance with the Companies Act;
-
(c) unless varied or revoked by the Company at a general meeting, the authority conferred on the Directors pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earliest of:
-
(i) the date on which the next AGM of the Company is held or is required by law to be held;
-
(ii) the date on which purchases or acquisitions of Shares pursuant to the Share Buyback Mandate are carried out to the full extent mandated; or
-
(iii) the date on which the authority contained in the Share Buyback Mandate is varied or revoked;
-
(d) for purposes of this Resolution:
“Prescribed Limit” means 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) as at the date of passing of this Resolution unless the Company has, at any time during the Relevant Period (as hereinafter defined), effected a reduction of its share capital in accordance with the applicable provisions of the Companies Act, in which event the total number of issued Shares shall be taken to be the total number of issued Shares as altered (excluding treasury shares and subsidiary holdings);
“Relevant Period” means the period commencing from the date on which the last AGM was held and expiring on the date the next AGM is held or is required by law to be held, whichever is earlier, after the date of this Resolution; and
“Maximum Price” in relation to a Share to be purchased, means the purchase price (excluding applicable brokerage, stamp duty, commission, goods and services tax and other related expenses) not exceeding:
-
(i) in the case of a Market Purchase, 105% of the Average Closing Price; and
-
(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price, where:
“Average Closing Price” means the average of the closing market prices of a Share over the last five market days, on which transactions in the Shares were recorded, before the day on which the Market Purchase is made or, as the case may be, the day of making of the offer for an Off-Market Purchase, and deemed to be adjusted for any corporate action that occurs during the relevant five market day period and the day on which the purchase is made;
“day of making of the offer” means the day on which the Company makes an offer for an Off-Market Purchase, stating therein the purchase price (which shall not be more than the Maximum Price for an Off-Market Purchase 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
A N N U A L R E P O R T 2 0 2 5
NOTICE OF ANNUAL GENERAL MEETING
- (e) any of the Directors be authorised to complete and do all such acts and things (including without limitation, to execute all such documents as may be required and to approve any amendments, alterations or modifications to any documents), as they or he may consider desirable, expedient or necessary to give effect to the transactions contemplated by this Resolution.
(see explanatory note 3)
- That pursuant to Section 161 of the Companies Act, the Directors be authorised to grant awards in accordance with the provisions of the ISOTeam Performance Share Plan 2023 (“ ISOTeam PSP ”) and to 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 awards granted under the ISOteam PSP, provided always that the aggregate number of Shares to be allotted and issued pursuant to the ISOTeam PSP when added to the number of Shares issued and issuable in respect of all awards granted under the ISOTeam PSP, shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
(Resolution 9)
(see explanatory note 4)
- The Proposed Grant of Share Awards to Mr Ng Cheng Lian, an Executive Director and Controlling Shareholder of the Company, under the ISOTeam PSP.
(Resolution 10)
That the proposed offer and grant of Share Awards to Mr Ng Cheng Lian, an Executive Director and Controlling Shareholder of the Company, pursuant to and in accordance with the rules of the ISOTeam PSP, on the following terms be and is hereby approved, and the Directors be and are hereby authorised to allot and issue or deliver from time to time such number of Shares upon the release of such Award:
| Proposed Date of Grant of the Award | January 2026 | January 2027 | January 2028 |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
2,000,000 | 2,000,000 | 2,000,000 |
| Vesting period of the Award | Immediately upon grant |
Immediately upon grant |
Immediately upon grant |
(see explanatory note 5)
- The Proposed Grant of Share Awards to Mr Koh Thong Huat, an Executive Director and Controlling Shareholder of the Company, under the ISOTeam PSP.
(Resolution 11)
That the proposed offer and grant of Share Awards to Mr Koh Thong Huat, an Executive Director and Controlling Shareholder of the Company, pursuant to and in accordance with the rules of the ISOTeam PSP, on the following terms be and is hereby approved, and the Directors be and are hereby authorised to allot and issue or deliver from time to time such number of Shares upon the release of such Award:
| Proposed Date of Grant of the Award | January 2026 | January 2027 | January 2028 |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
2,000,000 | 2,000,000 | 2,000,000 |
| Vesting period of the Award | Immediately upon grant |
Immediately upon grant |
Immediately upon grant |
(see explanatory note 5)
I S O T E A M LT D .
NOTICE OF ANNUAL GENERAL MEETING
- The Proposed Grant of Share Awards to Mr Foo Joon Lye, a Controlling Shareholder of the Company, under the (Resolution 12) ISOTeam PSP.
That the proposed offer and grant of Share Awards to Mr Foo Joon Lye, a Controlling Shareholder of the Company, pursuant to and in accordance with the rules of the ISOTeam PSP, on the following terms be and is hereby approved, and the Directors be and are hereby authorised to allot and issue or deliver from time to time such number of Shares upon the release of such Award:
| Proposed Date of Grant of the Award | January 2026 | January 2027 | January 2028 |
|---|---|---|---|
| Number of Shares which are the subject of the Award |
2,000,000 | 2,000,000 | 2,000,000 |
| Vesting period of the Award | Immediately upon grant |
Immediately upon grant |
Immediately upon grant |
(see explanatory note 5)
- To transact any other business that may be properly transacted at an AGM.
BY ORDER OF THE BOARD
Teo Teck Sing Lim Kok Meng Company Secretaries
14 October 2025 Singapore
Explanatory Notes:
-
Please refer to the “Information on Directors seeking Re-election” section of the Annual Report of the Company for the detailed information required pursuant to Rule 720(5) of the Catalist Rules.
-
Ordinary Resolution 7 proposed in item 8 above, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, or such authority is varied or revoked by the Company at a general meeting, whichever is earliest, to allot and issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding, in total, 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings), of which up to 50% may be issued other than on a pro rata basis to shareholders of the Company.
-
Ordinary Resolution 8 proposed in item 9 above, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, or such authority is varied or revoked by the Company at a general meeting, whichever is earliest, to make purchases (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) from time to time of up to 10% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) at prices up to but not exceeding the Maximum Price. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of financing and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Share Buyback Mandate are set out in greater detail in the Appendix accompanying this notice.
-
Ordinary Resolution 9 proposed in item 10 above, if passed, will empower the Directors, effective until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, or such authority is varied or revoked by the Company at a general meeting, whichever is the earliest, to allot and issue Shares pursuant to the awards granted under the ISOTeam PSP up to a number not exceeding, in total, 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) from time to time.
-
Please refer to the Appendix accompanying this notice for further details. All capitalised terms used in Ordinary Resolutions 10 to 12 which are not defined herein shall have the same meanings ascribed to them in the Appendix, unless otherwise defined herein or where the context otherwise requires.
A N N U A L R E P O R T 2 0 2 5
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
Members of the Company are invited to attend physically at the AGM. There will be no option for members to participate virtually. Printed copies of this Notice of AGM and Proxy Form will be sent to members of the Company. These documents are also made available on the SGXNet and the Company’s website at http://isoteam.listedcompany.com/. Members are advised to check SGXNet and/or the Company’s website regularly for updates.
-
The Annual Report is made available on the SGXNet and the Company’s website at http://isoteam.listedcompany.com/. Printed copies of the Annual Report will not be sent to members. Members who wish to receive a printed copy of the Annual Report will need to complete and submit a Request Form (which can be found in the Letter to Shareholders dated 14 October 2025 to the Company by 5.00 p.m. on 21 October 2025. Printed copies of the Letter to Shareholders dated 14 October 2025 will be sent to members together with the Notice of AGM and Proxy Form. The Letter to Shareholders dated 14 October 2025 is also made available on the SGXNet and the Company’s website at http://isoteam.listedcompany.com/.
-
Members may submit questions relating to the Annual Report, Appendix and resolutions set out in the notice of AGM in advance:
-
(a) by email to [email protected]; or
-
(b) by post to the registered office of the Company at 8 Changi North Street 1, ISOTeam Building, Singapore 498829.
All questions must be submitted by 5.00 p.m. on 21 October 2025.
Members, including SRS investors, who wish to submit their questions by post or by email are required to indicate their full names (for individuals)/company names (for corporates), NRIC/passport/company registration numbers, contact numbers, shareholding types and number of Shares held together with their submission of questions, to the office address or email address provided. Investors who hold Shares through relevant intermediaries (as defined in Section 181 of the Companies Act 1967), excluding SRS investors, should contact their respective relevant intermediaries to submit their questions based on the abovementioned instructions.
The Company will endeavour to address the substantial and relevant questions from members soonest possible and in any case, not later than 48 hours before the closing date and time for the lodgement of Proxy Forms. The responses to questions from members will be posted on the SGXNet and the Company’s website. Any subsequent clarifications sought by the members after 5.00 p.m. on 21 October 2025 will be addressed at the AGM. The minutes of the AGM will be published on the SGXNet and the Company’s website within one (1) month after the date of the AGM.
- A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend and vote at the AGM. Where such member appoints two (2) proxies, the proportion of his shareholding to be represented by each proxy shall be specified in the Proxy Form.
A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend 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 appoints more than one (1) proxy, the number of Shares in relation to which each proxy has been appointed shall be specified in the Proxy Form.
“relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967.
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A proxy need not be a member of the Company.
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The Proxy Form, duly executed together with the power of attorney or other authority, if any, under which the Proxy Form is signed or a notarially certified copy of that power of attorney or other authority (failing previous registration with the Company), must be submitted:
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(a) by email to [email protected]; or
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(b) by post to the registered office of the Company at 8 Changi North Street 1, ISOTeam Building, Singapore 498829,
in each case, not less than 48 hours before the time appointed for holding the AGM, i.e. by 10.00 a.m. on 27 October 2025.
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The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, it must be executed either under its common seal or signed by its attorney or officer duly authorised.
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Persons who hold Shares through relevant intermediaries (including SRS investors) and wish to exercise their votes by appointing the Chairman of the AGM as proxy should approach their respective relevant intermediaries (which would include SRS operators) through which they hold such Shares at least seven (7) working days before the AGM to submit their voting instructions in order to allow sufficient time for their respective relevant intermediaries to in turn submit a Proxy Form to appoint the Chairman of the AGM to vote on their behalf by 10.00 a.m. on 27 October 2025.
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A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours before the time appointed for holding the AGM in order for the Depositor to be entitled to attend and vote at the AGM.
I S O T E A M LT D .
NOTICE OF ANNUAL GENERAL MEETING
Personal Data Privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the AGM of the Company and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s and its proxy(ies)’s or representative(s)’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM of the Company (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the AGM of the Company (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Purposes ”); and (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior express consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes.
This notice has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, Hong Leong Finance Limited. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this notice, including the correctness of any of the statements or opinions made, or reports contained in this notice.
The contact person for the Sponsor is Mr Kaeson Chui, Vice President, at 16 Raffles Quay, #01-05 Hong Leong Building, Singapore 048581, Telephone (65) 6415 9886.
A N N U A L R E P O R T 2 0 2 5
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(Company Registration Number 201230294M)
ISOTEAM LTD.
(Incorporated in the Republic of Singapore)
PROXY FORM
IMPORTANT:
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SRS investors may attend and vote at the AGM in person. SRS investors who are unable to attend the AGM but would like to vote, may approach their SRS operators at least seven (7) working days before the AGM to appoint the Chairman of the AGM to act as their proxy and submit their votes, in which case, such SRS investors shall be precluded from attending the AGM.
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This Proxy Form is not valid for use by the SRS investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
I/We*, (Name) (NRIC/Passport/Registration Number of
(Address)
)
being a member/members of ISOTEAM LTD. (the “ Company* ”) hereby appoint:
| being a member/members of ISOTEAM LTD. (the “Company*”) hereby appoint: | |||
|---|---|---|---|
| Name | NRIC/Passport No. | Proportion of Shareholdings | |
| No. of Shares | % | ||
| Address | |||
| and/or (delete as appropriate) | |||
| Name | NRIC/Passport No. | Proportion of Shareholdings | |
| No. of Shares | % | ||
| Address |
or failing him, the Chairman of the Annual General Meeting (“ AGM ”) of the Company as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the AGM of the Company to be held at 8 Changi North Street 1, ISOTeam Building, Singapore 498829 on Wednesday, 29 October 2025 at 10.00 a.m. and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for, against or abstain from the resolutions to be proposed at the AGM as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting at his/their discretion, as he/they will on any other matter arising at the AGM and at any adjournment thereof.
| NO. | RESOLUTIONS | FOR** | AGAINST** | ABSTAIN** |
|---|---|---|---|---|
| ORDINARY BUSINESS | ||||
| 1 | To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 30 June 2025 together with the Independent Auditor’s Report thereon |
|||
| 2 | To declare a final dividend of 0.08 Singapore cents per ordinary share (tax-exempt one tier) for the financial year ended 30 June 2025 |
|||
| 3 | To approve the payment of Directors’ fees of $150,920 for the financial year ending 30 June 2026, to be paid quarterly in arrears |
|||
| 4 | To re-elect Mr Ryota Fukuda as a Director of the Company | |||
| 5 | To re-elect Mr Yap Soon Yong as a Director of the Company | |||
| 6 | To re-appoint Baker Tilly TFW LLP as auditor of the Company and to authorise the Directors to fix its remuneration |
|||
| SPECIAL BUSINESS | ||||
| 7 | To authorise the Directors to allot and issue shares and convertible securities | |||
| 8 | To approve the renewal of Share Buyback Mandate | |||
| 9 | To authorise the Directors to grant awards and to allot and issue shares in accordance with the provisions of the ISOTeam Performance Share Plan |
|||
| 10 | To approve the Proposed Grant of Share Awards to Mr Ng Cheng Lian, an Executive Director and Controlling Shareholder, under the ISOTeam Performance Share Plan |
|||
| 11 | To approve the Proposed Grant of Share Awards to Mr Koh Thong Huat, an Executive Director and Controlling Shareholder, under the ISOTeam Performance Share Plan |
|||
| 12 | To approve the Proposed Grant of Share Awards to Mr Foo Joon Lye, a Controlling Shareholder, under the ISOTeam Performance Share Plan |
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Delete accordingly
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** If you wish to exercise all your votes “For”, “Against” or “Abstain”, please indicate with a tick ( ) within the boxes provided. Alternatively, please indicate the number of votes as appropriate.
Dated this
day of
2025
| Total number of Shares in | Number of Shares |
|---|---|
| (a) Depository Register | |
| (b) Register of Members |
Signature(s) or Common Seal of Member(s)
IMPORTANT: PLEASE READ NOTES OVERLEAF.
Notes:
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If the member has shares entered against his name in the Depository Register, he should insert that number of shares. If the member has shares registered in his name in the Register of Members, he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members, he should insert the aggregate number of shares. If no number is inserted, this Proxy Form will be deemed to relate to all the shares held by the member.
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A member who is not a relevant intermediary is entitled to appoint not more than two (2) proxies to attend and vote at the AGM. Where such member appoints two (2) proxies, the proportion of his shareholding to be represented by each proxy shall be specified in this Proxy Form. If the proportion of his shareholding is not specified, the first named proxy shall be deemed to represent 100% of his shareholding and the second named proxy shall be deemed to be an alternate to the first named.
A member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend 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 appoints more than one (1) proxy, the number of shares in relation to which each proxy has been appointed shall be specified in this Proxy Form.
“relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967.
-
A proxy need not be a member of the Company.
-
This Proxy Form, duly executed must be submitted (a) by email to [email protected]; or (b) by post to the registered office of the Company at 8 Changi North Street 1, ISOTeam Building, Singapore 498829, in each case, not less than 48 hours before the time appointed for holding the AGM, i.e. by 10.00 a.m. on 27 October 2025.
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The appointment of a proxy or proxies shall not preclude a member from attending and voting in person at the AGM. If a member attends the AGM in person, the appointment of a proxy or proxies shall be deemed to be revoked, and the Company reserves the right to refuse to admit such proxy or proxies to the AGM.
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This Proxy Form must be signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, it must be executed either under its common seal or signed by its attorney or officer duly authorised.
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Where this Proxy Form is signed on behalf of the appointor by an attorney, the power of attorney or other authority or a notarially certified copy thereof (failing previous registration with the Company) must be lodged with this Proxy Form, failing which this Proxy Form may be treated as invalid.
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A corporation which is a member may authorise by a resolution of its directors or other governing body such person as it thinks fit to act as its representative at the AGM in accordance with Section 179 of the Companies Act 1967.
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Persons who hold shares through relevant intermediaries (including SRS investors) and wish to exercise their votes by appointing the Chairman of the AGM as proxy should approach their respective relevant intermediaries (which would include SRS operators) through which they hold such shares at least seven (7) working days before the AGM to submit their voting instructions in order to allow sufficient time for their respective relevant intermediaries to in turn submit this Proxy Form to appoint the Chairman of the AGM to vote on their behalf by 10.00 a.m. on 27 October 2025.
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The Company shall be entitled to reject this Proxy Form if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in this Proxy Form (including any related attachment). In addition, in the case of a member whose shares are entered in the Depository Register, the Company may reject any Proxy Form lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time appointed for holding the AGM, i.e. 10.00 a.m. on 26 October 2025, as certified by The Central Depository (Pte) Limited to the Company.
Personal Data Privacy:
By submitting this Proxy Form, the member is deemed to have accepted and agreed to the personal data privacy terms set out in the Notice of AGM of the Company dated 14 October 2025.
CORPORATE INFORMATION
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BOARD OF DIRECTORS
David Ng Cheng Lian (Executive Chairman) Anthony Koh Thong Huat (Executive Director and Chief Executive Officer) Danny Foo Joon Lye (Executive Director) Ryota Fukuda (Non-Executive Director) Yap Soon Yong (Lead Independent Director) Teo Ho Pin (Independent Director) Jeremiah Huang WeiQuan (Independent Director)
AUDIT COMMITTEE
Yap Soon Yong (Chairman) Teo Ho Pin Jeremiah Huang WeiQuan
COMPANY SECRETARIES
Ben Teo Teck Sing , CA Singapore Lim Kok Meng (LLB, Hons)
REGISTERED OFFICE
8 Changi North Street 1 ISOTeam Building Singapore 498829 T: 65 6747 0220 F: 65 6747 0110 www.isoteam.com.sg
SPONSOR
Hong Leong Finance Limited
16 Raffles Quay #01-05 Hong Leong Building Singapore 048581
SHARE REGISTRAR
Tricor Barbinder Share Registration Services
9 Raffles Place Republic Plaza, Tower I, #26-01 Singapore 048619
AUDITOR
Baker Tilly TFW LLP Public Accountants and Chartered Accountants 600 North Bridge Road #05-01 Parkview Square Singapore 188778 Partner-in-charge: Ng Wei Lun, CA Singapore (Appointed since reporting year ended 30 June 2024)
INVESTOR RELATIONS
ISOTeam Ltd. E: [email protected]
NOMINATING COMMITTEE
Teo Ho Pin (Chairman) Yap Soon Yong Jeremiah Huang WeiQuan
REMUNERATION COMMITTEE
Jeremiah Huang WeiQuan (Chairman) Yap Soon Yong Teo Ho Pin
August Consulting
101 Thomson Road #29-05 United Square Singapore 307591 T: 65 6733 8873 E: [email protected]/[email protected]
Note: Mr Tan Eng Ann retired as a Lead Independent Director of the Company, effective 10 October 2024, after serving more than nine years.
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ISOTEAM LTD.
8 CHANGI NORTH STREET 1 ISOTEAM BUILDING SINGAPORE 498829 T: +65 6747 0220 | F : +65 6747 0110 W : www.isoteam.com.sg