OLD CHANG KEE LTD.

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GROWING WITH SINGAPORE Annual Report 2025

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CONTENTS
01 CORPORATE PROFILE 14 FINANCIAL HIGHLIGHTS 82 INDEPENDENT AUDITOR’S REPORT
02 [CHAIRMAN’S STATEMENT ] 16 BOARD OF DIRECTORS 86 FINANCIAL STATEMENTS
AND OPERATIONS REVIEW
06 OUR BRANDS 18 KEY MANAGEMENT 152 STATISTICS OF SHAREHOLDINGS
08 RETAIL OUTLETS 19 CORPORATE INFORMATION 155 [NOTICE OF ANNUAL ]
GENERAL MEETING
10 MILESTONES 20 CORPORATE GOVERNANCE 164 ADDENDUM
12 GROUP STRUCTURE 79 DIRECTORS’ STATEMENT PROXY FORM
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OUR ADVOCACY

Delivering great food is our advocacy. Satisfying the wide palate of Singaporeans remains our delight; and we just keep getting better at it. Making good on its promise, Old Chang Kee carries on with its tradition of turning simple recipes into high quality dishes at fair prices. This is for the service of many hardworking Singaporeans who deserve all the delectable treats that our kitchen can provide.

This annual report has been reviewed by the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor”). It has not been examined or approved by the Singapore Exchange Securities Trading Limited (the “Exchange”) and the Exchange assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document. The contact person for the Sponsor is Ms Ng Shi Qing, 16 Collyer Quay #10-00 Collyer Quay Centre, Singapore 049318, [email protected].

CORPORATE PROFILE

OLD CHANG KEE IS SYNONYMOUS WITH QUALITY FOOD. AN ACCESSIBLE GO-TO SNACK CREATOR, A TRUSTED STORE WHEN YOU NEED TO GRAB A BITE OR FILL AN EMPTY STOMACH.

We have been present in Singapore for over 60 years now and we will remain as your Old Chang Kee, giving the same good old taste you have loved all these years. We specialise in the manufacture and sale of affordable and delectable food products of consistent quality, under the “Old Chang Kee” brand name. Our signature curry puff is sold at our outlets together with over 30 other food products including fishballs, chicken nuggets and chicken wings. We pride ourselves on always innovating and introducing new products to our customers. Most of our sales are on a takeaway basis and our outlets are located at strategic locations to reach out to a wide range of consumers.

The Dip ‘n’ Go retail outlet offers delicious food on the go, with a variety of accompanying dips. The “Curry Times” and “Old Chang Kee Coffee House” dine-in retail outlets carry a range of local delights such as laksa, mee siam, nasi lemak and curry chicken. We also provide catering services to the central business district and selected areas in Singapore.

ANNUAL REPORT 2025

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

DEAR SHAREHOLDERS,

It is my pleasure to present to you the Annual Report of Old Chang Kee Ltd. (the “ Company ” or “ Old Chang Kee ” and together with its subsidiaries, the “ Group ”) and the Group’s financial results for the financial year ended 31 March 2025 (“ FY2025 ”).

(A) STATEMENT OF COMPREHENSIVE INCOME

FY2025 vs FY2024

The Group’s revenue increased by approximately S$1.0 million or 1.0% for FY2025, mainly due to an increase in revenue from retail outlets, catering, delivery and non-retail sales.

Revenue from retail outlets increased by approximately S$0.3 million or 0.3% mainly due to incremental revenue from new outlets and an increase in revenue from existing outlets, partially offset by a decrease in revenue from closed outlets.

Revenue from other services, such as delivery and catering services, increased by approximately S$0.7 million or 6.3% mainly due to higher corporate catering and delivery sales during FY2025.

The Group’s gross profit margin increased by 1.6% to 69.2% in FY2025, largely driven by (i) improved food suppliers cost management resulting in the reduction in cost of sales, (ii) effective product pricing management, and (iii) reduction in utilities and production staff costs.

Other income declined by approximately S$0.3 million or 15.7% mainly due to a reduction in government grants and employment grant income of approximately S$0.5 million during FY2025. This decline was partially offset by higher gains from the disposal of assets of approximately S$0.2 million during FY2025.

Interest income increased by approximately S$0.3 million due to higher interest rates on short-term fixed deposits and an increase in shortterm fixed deposits placement.

The increase in selling and distribution (“ S & D ”) expenses was largely due to higher staff costs, depreciation of right-of-use assets, advertising and promotion and rental expenses, partially offset by lower outlets depreciation expenses during FY2025. As a percentage of revenue, total S & D expenses increased from 39.5% to 40.0% during FY2025.

The increase in administrative expenses was mainly due to higher staff costs including higher accrued bonus arising from the increase in profit for FY2025, higher repair and maintenance expenses, bank charges and insurance expenses for the current year.

Finance costs increased by approximately S$0.1 million or 13.0%, largely due to higher interest rates on new and renewed lease liabilities, partially offset by lower interest expenses on bank loans due to repayments made during FY2025.

Other expenses decreased by S$0.1 million mainly due to lower foreign exchange loss pursuant to foreign exchange revaluation of intercompany loans to the Group’s Australian and Malaysian subsidiaries, and lower impairment loss of right-of-use assets for retail outlets, partially offset by higher depreciation expenses and higher impairment loss for amounts due from the Group’s joint venture in the United Kingdom for the current financial year.

The increase in depreciation expenses was mainly due to an increase in depreciation of right-of-use assets mainly for new and renewed leases of retail outlets, partially offset by a decrease in depreciation of property, plant and equipment resulting from an increase in fully depreciated assets (comprising the Group’s property, plant and equipment).

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

The Group’s taxation expenses decreased by S$0.7 million mainly due to recognition of deferred tax assets for reinstatement cost in accordance with tax principles, partially offset by lower non-tax deductible items for the current financial year reported.

(B) STATEMENT OF FINANCIAL POSITION

Non-current assets

The Group’s non-current assets decreased by approximately S$3.3 million mainly due to:

(i) a decrease in property, plant and equipment arising from depreciation expenses, which was partially offset by capital expenditure incurred for renovations and additions of equipment for new and existing outlets;
(ii) a decrease in right-of-use assets due to depreciation expenses and outlet closures, which was partially offset by new and renewed leases entered into during FY2025; and
(iii) a decrease in long term deposits arising from reclassification of lease deposits in accordance with the respective lease tenures during FY2025, which was partially offset by deposits paid for new outlets and lease renewal.

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The decrease in non-current assets attributable to the factors listed above was partially offset by an increase in deferred tax assets primarily due to temporary differences arising from reinstatement cost and accrued expenses.

ANNUAL REPORT 2025

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

Current assets

The Group’s current assets increased by approximately S$7.4 million, mainly due to:

(i) an increase in cash and bank balances of approximately S$8.3 million. Further details of the Group’s cash flows are set out in paragraph (C) below;
(ii) an increase in short term deposits, arising from deposits for new upcoming outlets and reclassification of lease deposits in accordance with the respective lease tenures; offset by refund of deposits from closed outlets; and
(iii) an increase in prepayments, arising from an increase in annual insurance premium, software maintenance agreements and new renovation contracts entered into during FY2025.
(iii) a decrease in finance lease and bank loans mainly due to loan repayment during the financial year;
(iv) a decrease in lease liabilities mainly due to lease repayment, partially offset by new lease commitments during the financial year; and
(v) a decrease in deferred tax mainly due to the reversal of temporary differences for accrued expenses during FY2025.

Net Working Capital

As at 31 March 2025, the Group had a positive net working capital of approximately S$32.5 million, compared to a net working capital of approximately S$24.4 million as at 31 March 2024.

(C) STATEMENT OF CASH FLOWS

The increase in current assets attributable to the factors listed above was partially offset by:

(i) a decrease in inventories mainly due to improved stock management efficiency; and
(ii) a decrease in trade and other receivables due to credit sales settlement from corporate customers.

Current and non-current liabilities

The net decrease in the Group’s current and non-current liabilities of S$5.0 million was mainly due to:

(i) a decrease in trade and other payables of approximately S$0.4 million partly due to lower inventory levels;
(ii) a decrease in tax provision due to lower non tax-deductible items and tax paid during FY2025;

FY2025 vs FY2024

For FY2025, the Group generated an operating profit before working capital changes of approximately S$27.6 million. Net cash generated from operating activities, inclusive of working capital changes and tax paid, amounted to approximately S$25.1 million in FY2025.

In FY2025, net cash used in investing activities amounted to approximately S$0.7 million. This was mainly due to additions of property, plant and equipment and renovation work for the Group’s new retail outlets, partially offset by interest received from short-term fixed deposits in FY2025.

Net cash used in financing activities amounted to approximately S$16.1 million in FY2025. This was mainly due to dividends of approximately S$2.4 million paid during FY2025, repayment of lease obligations inclusive of lease interest of approximately S$12.0 million, and repayment of bank loans and finance lease during the financial year.

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

GOING FORWARD

The Group observes that inflationary pressures remain a concern, especially in light of rising raw material and labour costs, and the continued elevated rental costs of outlets at prime locations. As Singapore’s population continues to age, the retail sector faces ongoing manpower shortages, while near-term retail demand looks muted amidst economic uncertainties.

ACKNOWLEDGEMENT

I would like to express my heartfelt appreciation to our customers for their continued patronage, and our shareholders, Directors, bankers, strategic business partners and our staff for their continued support, especially during this period with persistent inflationary pressures.

HAN KEEN JUAN

Executive Chairman

The Group will maintain its current strategies to navigate this prolonged period of inflation. These strategies include initiatives to reduce operating costs, improve gross margins and streamline operations to overcome manpower shortages. Additionally, the Group is actively seeking to diversify its revenue base through non-retail channels, such as business-to-business sales. It remains focused on expanding its retail footprint in strategic locations such as high-traffic transport hubs, while continuously exploring opportunities for synergistic business combinations and the expansion of its logistics and manufacturing facilities.

DIVIDENDS

The Directors have proposed a final dividend of 1.0 Singapore cent per ordinary share for FY2025. As mentioned in the preceding paragraph, the Board wishes to explore possibilities for business combination and expansion of the Group’s facilities and has taken a prudent approach in recommending a 1.0 cent ordinary (final) dividend for FY2025. The total dividend for FY2025, if the final dividend is approved at the forthcoming Annual General Meeting, amounts to 2.0 Singapore cents per ordinary share.

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ANNUAL REPORT 2025

OUR BRANDS

Each brand name embodies the unique promise, aspiration and personality of the product. In order to differentiate the product from others in today’s competitive market, Old Chang Kee has developed memorable and distinctive brand names for all our products.

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CATERING

Our catering service allows you to enjoy great tasting food from our Old Chang Kee and Curry Times menu at your casual gathering or corporate events.

OUR BRANDS

Established in 1956, Old Chang Kee is a household name in Singapore, best known for its signature curry puffs and a wide variety of high quality hot finger food.

Dip’n’Go is our revolutionary concept of delicious food on the go with an exciting variety of accompanying dips.

Curry Times, our curry themed restaurant, continues to delight our customers with authentic home cooked recipes.

ANNUAL REPORT 2025

RETAIL OUTLETS

19/21/23 Mackenzie Road

(Old Chang Kee Coffee House) 313@Somerset Admiralty Place Alexandra Retail Centre Aljunied MRT Station AMK Hub

Artra

Bedok Mall Bird Paradise (Old Chang Kee Coffee House) Bugis Junction Bukit Batok Mrt Station Bukit Merah Central Bukit Panjang Plaza Caltex Jurong West Causeway Point Changi Airport Terminal 2 Transit

Changi Airport Terminal 3 Transit Changi Airport Terminal 3

Changi Airport Terminal 4 Changi City Point CIMB Plaza City Square Mall Clementi Mall Compass One Far East Plaza Funan DigitaLife Mall Heartland Mall Hillion Mall (opening soon) Holland Village MRT Station Hougang Mall IMM Building Ion Orchard

Jem

Jewel Changi Airport Junction 8 Shopping Centre Jurong Point Shopping Centre Kallang MRT Station Kembangan MRT Station

Lot 1 Shoppers’ Mall National Library Nex Mall Northpoint Shopping Centre Novena Square NTUC Finest @ Ang Mo Kio 712 NTUC Hub @ Benoi Our Tampines Hub (Old Chang Kee Coffee House) Paragon Parkway Parade Paya Lebar Quarter Paya Lebar Square Plaza Singapura Potong Pasir MRT Station Raffles City Shopping Centre Sentosa Beach Station Shell @ Woodlands Ave 9 Simei MRT Station Singapore Cruise Centre

SPC Punggol Service Station Sun Plaza Sengkang Grand Mall Tampines MRT Station Tanjong Pagar Plaza (Old Chang Kee Coffee House) Telok Blangah Community Centre The Woodleigh Mall Thomson Plaza Tiong Bahru Plaza Toa Payoh Hub Ubi Avenue 2 United Square V Hotel @ Lavender VivoCity Waterway Point White Sands Woodlands Health Campus Yew Tee Point

RETAIL OUTLETS

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Changi Airport Terminal 3

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Woodlands MRT Station
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Changi Airport Terminal 4 • Novena Square • Westgate

ANNUAL REPORT 2025

MILESTONES

1956

Origins of Old Chang Kee's chicken curry puff.

1986

2008

Our Executive Chairman, Han Launched Keen Juan acquired “The Pie Kia Shop”. the curry puff Listed on the business. Catalist.

2004

Launched flagship restaurant in Chengdu, PRC.

Awarded “Singapore Promising Brand Award (SPBA)” by the ASME and Lianhe Zaobao.

2007

Lianhe Zaobao. Awarded “Lifelong Learner Award, Dec 2004: Corporate Category” Incorporated by MediaCorp “Old Chang Kee Radio, Singapore Singapore Pte. Ltd.” Workforce

Development Agency, National Trade and Unions Congress and SPRING Singapore.

2005

Awarded “SPBA Heritage Brand Award” and the “SPBA – Distinctive Brand Award” by the ASME and Lianhe Zaobao.

Obtained

Hazard Analysis Brand Award” by Critical Control the ASME and Point (HACCP) Lianhe Zaobao. certification for the manufacturing Jan 2005: “Halal” of curry puffs and certification by implemented a Majlis Ugama Islam quality assurance Singapura (MUIS). programme.

2010

Recognised as an official caterer for the inaugural Singapore 2010 Youth Olympic Games and National Day Parade 2010.

Launched “Mushroom Cafe in the Park”.

2012

Hailed as one of the Best Fast-Food Chains in the World by Travel+Leisure, a renowned travel magazine based in New York City.

Launched “Curry Times”.

Launched flagship outlet in Perth, Australia.

2016

Celebrating 60 years of history, as Old Chang Kee continues to be part of the Singapore story since 1956.

2015

Launched our first Changi Airport outlet in Terminal 3, a 2-in-1 concept with Old Chang Kee sharing the premise with Curry Times.

Winner of

Influential Brands’ Top 1 Brand, kiosk category.

2013

Our first 2-in1 concept in Alexandra Retail Centre, with Old Chang Kee sharing the premise with Curry Times Tingkat.

Launched our first Dip ’n’ Go outlet at Woodlands MRT Station.

2017

Received “Halal” certification from Jabatan Kemajuan Islam Malaysia (JAKIM) for our factory in Iskandar Malaysia.

2018

Launched flagship outlet in Covent Garden, London, United Kingdom

2025

Named in Forbes Asia’s “Best Under A Billion” list.

Launched “Old Chang Kee Coffee House”, our Singapore flagship 2024 outlet at the original location opposite Rex Cinema.

Crossing the S$100 million sales milestone.

2019

2020

Launch of Heritage Puff Series to celebrate Catered for the Singapore dormitory workers Bicentennial. in Singapore’s fight against Covid-19.

Old Chang Kee has consistently demonstrated resilience and adaptability in the face of challenges. By staying true to its core values and focusing on strategic expansion, the Group successfully opened new outlets and revitalised previously closed locations. This proactive approach, coupled with a commitment to community and service excellence, underscores the Group’s dedication to thrive even in uncertain times.

ANNUAL REPORT 2025

GROUP STRUCTURE

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Old Chang Kee 100%
100%
Singapore
Pte. Ltd.
Old Chang Kee
Australia
Old Chang Kee Pty Ltd
Manufacturing
Sdn. Bhd.
100%
Old Chang Kee
(M) Sdn. Bhd.
Old Chang Kee
UK Limited
Old Chang Kee
Thailand Co., Ltd. 40%
(Dormant)
60%
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Against a backdrop of the global economy facing uncertainties, the Group remains focused on driving growth and improving efficiency. By rationalising operations and exploring non-retail revenue streams, Old Chang Kee continues to adapt and innovate. The Group is also seeking to expand its geographic footprint by targeting key transport nodes, demonstrating a strategic approach to overcoming market obstacles and maintaining its resilience in a competitive landscape.

ANNUAL REPORT 2025

FINANCIAL HIGHLIGHTS

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11,348
9,668
57,254
101,952 8,736
100,953 48,208
40,956
89,785
36,978
75,319 77,488 6,150 33,714
5,676
2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025
REVENUE NET PROFIT SHAREHOLDER’S EQUITY
S$’000
S$’000 S$’000
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FINANCIAL HIGHLIGHTS

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$’000 2021 2022 2023 2024 2025
Revenue 75,319 77,488 89,785 100,953 101,952
Profit before taxation 9,977 6,257 7,655 12,502 13,443
Net profit attributable to shareholders 8,736 5,676 6,150 9,668 11,348
Shareholders’ equity 33,714 36,978 40,956 48,208 57,254
Non-current assets 43,742 40,829 38,986 40,924 37,602
Current assets 32,132 33,698 40,382 51,138 58,511
Non-current liabilities 17,524 15,438 14,835 17,147 12,822
Current liabilities 24,636 22,111 23,577 26,707 26,037
Financial Indicators
Profit before taxation margin 13.2% 8.1% 8.5% 12.4% 13.2%
Net profit margin 11.6% 7.3% 6.8% 9.6% 11.1%
Earnings per share (Singapore cents) 7.20 4.68 5.07 7.97 9.35
Net asset value per share (Singapore cents) 27.78 30.47 33.74 39.72 47.17
Return on equity 25.9% 15.3% 15.0% 20.1% 19.8%
Return on assets 11.5% 7.6% 7.7% 10.5% 11.8%
Current ratio 1.3 1.5 1.7 1.9 2.2
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Comparative figures have been changed due to reclassifications between current and non-current liabilities.

ANNUAL REPORT 2025 15

BOARD OF DIRECTORS

HAN KEEN JUAN

Executive Chairman

Mr Han Keen Juan is our Executive Chairman and the spouse of Mdm Ng Choi Hong, a deemed controlling shareholder of the Company. He is responsible for the overall management of the Group and leads the Group in setting the Group’s mission and objectives as well as developing overall business strategies. He has more than 40 years of sales experience and is instrumental in the establishment, development and expansion of our Group’s business.

LIM TAO-E WILLIAM

Executive Director and Chief Executive Officer

Mr William Lim , our Chief Executive Officer (“ CEO ”), joined the Group in 1995. William is the nephew of Mr Han Keen Juan and Mdm Ng Choi Hong, and cousin of Ms Chow Hui Shien. He is responsible for the development of new products and expansion of the Group’s business into overseas markets and oversees the business and sales development strategies.

William has more than 30 years of sales experience. He graduated with a Bachelor of Commerce from Curtin University of Technology in Australia.

CHOW HUI SHIEN

Executive Director and Deputy Chief Executive Officer

Ms Chow Hui Shien, our Deputy CEO, was appointed as our Executive Director on 27 July 2012. Hui Shien is the niece of Mr Han Keen Juan and Mdm Ng Choi Hong, and cousin of Mr Lim Tao-E William. She joined the Group in 2004 with more than seven years of experience in general management. She is responsible for overseeing the general management of our Group including production, logistics, marketing and retail operations. She also participates actively in formulating various branding exercises, business development and sourcing for strategic locations to set up new retail outlets for our Group.

Prior to joining our Group, Hui Shien assisted in the incorporation of Hainan Treats Pte. Ltd. and was subsequently appointed as its manager. Her duties included overseeing the retail and production operations and the sales and marketing activities of the company. She graduated with a Bachelor of Business from Monash University, Melbourne.

TAN HAN BENG

Lead Independent Director

Mr Tan Han Beng , who was appointed as our Lead Independent Director on 25 July 2019, is a Chartered Accountant (Singapore) with more than 20 years of professional financial experience. He is currently a Senior Vice President with UOB Kay Hian, Corporate Finance.

His working experience includes acting as a Registered Professional licensed by the Singapore Exchange, and he also holds a Capital Markets Financial Advisory Services licence issued by the Monetary Authority of Singapore. He was also previously with a Big Four accounting firm where he performed and led numerous financial, internal and special audit engagements.

AUDREY YAP SU MING LL.B HONS. LL.M

Non-Executive and Non-Independent Director

Ms Audrey Yap Su Ming , who was redesignated as our Non-Executive and NonIndependent Director on 29 July 2024, is the managing director of Yusarn Audrey LLC (“ Yusarn Audrey ”), an ASEAN Intellectual Property (“ IP ”) specialist and commercial law firm. Yusarn Audrey is headquartered in Singapore and has offices in Thailand and Malaysia, and collaboration partner offices in Europe and the Philippines.

Audrey is a qualified lawyer in Singapore and Malaysia, a solicitor of England and Wales and a registered patent attorney in Singapore. She is also a TUV SUD Singapore certified management consultant and a certified patent valuation analyst. She is a Notary Public and commissioner for oaths.

She has been awarded the senior accredited director designation by the Singapore Institute of Directors since January 2024.

Known as one of Singapore’s outstanding IP experts, Audrey has an international

BOARD OF DIRECTORS

reputation, having received numerous awards for her role in shaping IP portfolios of companies and industries for value and monetisation, and advising countries on IP policies.

Audrey serves as a board member of the Singapore Food Agency, an agency under the Ministry of Sustainability and the Environment, since April 2023 and has been reappointed for another term till 2027. Audrey was a board member of Enterprise Singapore, Ministry of Trade and Industry Singapore between 2018-2020 and as a member of the board of directors in IP Office of Singapore (“ IPOS ”), Ministry of Law from April 2015 till March 2022.

Audrey was awarded Partner of the Year 2023 by the Ministry of Law, the highest award category for her outstanding services to the IP industry.

Audrey is currently a member of the WIPOWorld Economic Forum International Steering Committee for the Inventor Assistance Programme. In May 2022 she was appointed to the joint China Council for the Promotion of International Trade (CCPIT) and China Chamber of International Commerce (CCOIC) IP Committee till May 2025. Audrey is the Chairman of the Singapore Innovation and Productivity Institute Pte. Ltd.. Audrey continues to serve as an external expert for WIPO projects in ASEAN.

Audrey is the only lawyer in Singapore who has been named one of the World’s Leading

IP Strategists in a London based survey conducted by Intellectual Asset Management (IAM) magazine for 17 consecutive years, from 2009 till 2025.

Audrey’s accolades include being listed as: • Singapore’s leading lawyers in Who’s Who Legal
Asia Law Market Leading lawyer for IP
• Singapore’s Leading Trademark Professional in World Trademark Reporter
• Singapore’s Top 100 Lawyers by Asia Business Law Journal’s A-List
Top Women Business lawyers in Singapore by Euromoney.

Audrey served her term as President for Licensing Executives Society (LES) International, a global professional organisation from May 2020 to May 2021, the first person from Singapore to achieve this and be given the LES Golden Lion Award in May 2022 in Venice, Italy for excellence.

Audrey is also the vice president of Singapore Manufacturing Federation and council member of the Workforce Advancement Federation (WAF).

HAWAZI BIN DAIPI

Independent Director

Mr Hawazi Bin Daipi , who was appointed as our Independent Director on 24 October 2019, is currently Singapore’s Non-Resident Representative to the Palestinian Authority (PA) and Non-Resident High Commissioner

to the Republic of Ghana. He is also the nonexecutive Chairman and independent director of another company listed on the Singapore Exchange. On the social front, Mr Hawazi is a board member of the Singapore Press Holdings Foundation Limited, and a member of the Management Board of the Middle East Institute, National University of Singapore. Mr Hawazi is also Senior Advisor to Foreign Domestic Worker Association for Social Support and Training (FAST) and Advisor to Malay Youth Literary Association (4PM).

He was elected as a Member of Parliament for Sembawang Group Representation Constituency (GRC) for four times from December 1996 to August 2015. Mr Hawazi was appointed as Parliamentary Secretary and later, Senior Parliamentary Secretary of the Ministries of Education, Manpower and Health from 2001 to 2015. He was Chairman of Sembawang Town Council from 2003 to 2015. His other working experiences included being Director of the International Affairs Department in the National Trades Union Congress (NTUC) (1997 to 2001). He was also Executive Secretary of the Port of Singapore Authority (PSA) Workers’ Union (1997 to 2001) and Executive Secretary of the Singapore Manual and Mercantile Workers’ Union (SMMWU) (1997 to 2001).

Mr Hawazi graduated with a Bachelor of Arts (Honours) in Economics and Geography from the University of Singapore and also obtained a Diploma in Education from the Institute of Education.

ANNUAL REPORT 2025 17

KEY MANAGEMENT

SONG YEOW CHUNG Chief Financial Officer

Mr Song Yeow Chung, who joined the Group in January 2010, is responsible for the Group’s full spectrum of financial functions, including financial and management accounting, budgeting and forecasting, as well as internal controls and compliance with corporate, legal, tax and accounting requirements. He had served as the Group Financial Controller prior to his promotion to Chief Financial Officer with effect from 30 January 2018. He has more than 20 years of experience in financial auditing and accounting.

Yeow Chung is a Fellow Chartered Accountant of Singapore with the Institute of Singapore Chartered Accountants (“ ISCA ”). The fellow designation is awarded to existing chartered accountants (Singapore) in leadership position and is the highest level of membership attainable within ISCA. As part of his volunteering commitments, Yeow Chung currently serves as a Council member of ISCA, a member of its CFO committee, and Co-Head of ISCA Taskforce on “Artificial Intelligence for Accountancy Industry”. He is also a Board member of the Tax Academy of Singapore, a not-for-profit institution set up by the Inland Revenue Authority of Singapore in collaboration with the international accounting firms - Deloitte, EY, KPMG and PwC, the Singapore Chartered Tax Professionals, the Institute of Singapore Chartered Accountants and the Law Society of Singapore. He graduated with a Bachelor of Accountancy (Honours) from Nanyang Technological University.

PHILIP CHOW PHEE LIAT Director of Malaysia Operations

Mr Philip Chow joined the Group in April 2005 and has been responsible for overseeing the overseas business operations of the Group since December 2013. He was also appointed as an Executive Director of Old Chang Kee Manufacturing Sdn. Bhd., the Group’s wholly owned subsidiary, in November 2014. As Director of Malaysia Operations, he is responsible for business development in overseas markets as well as overall management of the Group’s manufacturing facility in Iskandar Malaysia.

JACKY LEE AH HUAT Head of Production

Mr Jacky Lee joined the Group in April 2011 and is responsible for overseeing the Group’s research and development and food production processes and ensuring that such processes comply with the stringent standards and procedures established by the Group. Prior to assuming his current position as the Head of Production in June 2013, he was the Group’s Production Head for Breakfast and Catering, where he was responsible for overseeing the Group’s production processes for breakfast products and catering orders.

DON SOH WEN JIE Head of Retail Operations

Mr Don Soh joined the Group in May 2010 and is responsible for overseeing the retail operations of the Old Chang Kee and Curry Times outlets, and assisting the Deputy CEO in business development of the Group’s business units. Prior to assuming his current position as Head of Retail Operations, he was the Group’s Assistant Manager for Retail and Deputy CEO Office, where he was responsible for overseeing the smooth running of the Group’s retail outlets and assisting the Deputy CEO in business development of the Group’s business units. Don holds a Diploma in Hotel Management from the Singapore Hotel and Tourism Education Centre.

TANG JIA JUN

Head of Procurement and Logistics

Mr Tang Jia Jun joined the Group in February 2016 and is responsible for overseeing the Group’s logistics and procurement processes and ensuring that the logistics and procurement operations comply with the stringent standards and procedures established by the Group. He oversees the Group’s delivery logistics routes and warehousing inventory control. He is also responsible for the Group’s entire procurement process, including raw materials, finished goods and machinery.

CORPORATE INFORMATION

BOARD OF DIRECTORS

Han Keen Juan (Executive Chairman)

Lim Tao-E William

(Executive Director and Chief Executive Officer)

Chow Hui Shien

(Executive Director and Deputy Chief Executive Officer)

Tan Han Beng

(Lead Independent Director)

Audrey Yap Su Ming

(Non-Executive and Non-Independent Director)

Hawazi Bin Daipi

(Independent Director)

AUDIT COMMITTEE

Tan Han Beng - Chairman Audrey Yap Su Ming Hawazi Bin Daipi

NOMINATING COMMITTEE

Hawazi Bin Daipi - Chairman Audrey Yap Su Ming Tan Han Beng

REMUNERATION COMMITTEE

Hawazi Bin Daipi - Chairman Tan Han Beng Audrey Yap Su Ming

COMPANY SECRETARIES

Adrian Chan Pengee Lun Chee Leong Song Yeow Chung

REGISTERED OFFICE

2 Woodlands Terrace Singapore 738427 Tel: (65) 6303 2400 Fax: (65) 6303 2415 Email: [email protected]

SHARE REGISTRAR

Boardroom Corporate & Advisory Services Pte Ltd 1 Harbourfront Avenue #14-07 Keppel Bay Tower Singapore 098632

BANKERS

DBS Bank Ltd. Oversea-Chinese Banking Corporation Limited OCBC Bank (Malaysia) Berhad United Overseas Bank Limited Commerce International Merchant Bankers Berhad

AUDITORS

Ernst & Young LLP Public Accountants and Chartered Accountants One Raffles Quay North Tower Level 18 Singapore 048583

AUDIT PARTNER-IN-CHARGE

Sharon Peh

(Appointed since financial year ended 31 March 2023)

SPONSOR

PrimePartners Corporate Finance Pte. Ltd.

16 Collyer Quay #10-00 Collyer Quay Centre Singapore 049318

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ANNUAL REPORT 2025

CORPORATE GOVERNANCE

DISCLOSURE TABLE FOR COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE AND CATALIST RULES

The Board of Directors (“ Board ” or “ Directors ”) of Old Chang Kee Ltd. (the “ Company ” and together with its subsidiaries, the “ Group ”) is commi� ed to maintaining high standards of corporate governance and place importance on its corporate governance processes and systems so as to ensure greater transparency, accountability and maximisa� on of long-term shareholder value.

This report outlines the Company’s corporate governance prac� ces in place during the fi nancial year ended 31 March 2025 (“ FY2025 ”), with specifi c reference made to the Code of Corporate Governance 2018 (the “ Code ”), its related prac� ce guidance (“ PG ”), as well as the disclosure guide developed by the Singapore Exchange Securi� es Trading Limited (the “ SGX-ST ”) in January 2015 (the “ Guide ”).

TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
General	(a) Has the Company complied with all the principles and guidelines of the Code? If not, please state the specif c deviations and alternative corporate governance prac� ces adopted by the Company in lieu of the recommenda� ons in the Code.	The Company has complied with the principles, provisions and guidelines as set out in the Code, the PG, and the Guide, where applicable. Appropriate explana� ons have been provided in the relevant sec� ons below where there are devia� ons from the Code, the PG, and/or the Guide.
	(b) In what respect do these a l te r n at i ve co r p o rate governance practices achieve the objec� ves of the principles and conform to the guidelines of the Code?	Not applicable. The Company did not adopt any alterna� ve corporate governance prac� ces in FY2025.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
BOARD MATTERS
THE BOARD’S CONDUCT OF AFFAIRS
1.1 4.2 6.2 10.2		Board composi� on	As at the date of this report, the Board has six members and comprises the following: *Table 1.1 - Board and Board Commi� ees Composi� on* *Composi� on of the Board* *Composi� on of the Board Commi� ees*  C – Chairman  M – Member Name of Director Designa� on Audit Commi� ee (“AC”) (1) Nomina� ng Commi� ee (“NC”)(2) Remunera� on Commi� ee (“RC”)(3) Han Keen Juan Execu� ve Chairman – – – Lim Tao-E William Execu� ve Director and Chief Execu� ve Of cer (“CEO”) – – – Chow Hui Shien Execu� ve Director and Deputy CEO – – – Tan Han Beng (Chen Hanming) Lead Independent Director C M M Audrey Yap Su Ming Non-Execu� ve and Non-Independent Director M M M Hawazi Bin Daipi Independent Director M C C

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TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	Role of Board	*Notes:* (1) The AC comprises 3 members, the majority of whom, including the Chairman, are independent. All the members of the AC are non-execu� ve Directors. (2) The NC comprises 3 members, the majority of whom, including the Chairman, are independent. The Lead Independent Director is a member of the NC. (3) The RC comprises 3 members, the majority of whom, including the Chairman, are independent. All the members of the RC are non-execu� ve Directors. Entrusted to lead and oversee the Group, the Board is to act in the best interests of the Group. In addi� on to its statutory du� es, the Board’s principal func� ons are to: (a) decide on ma� ers in rela� on to the Group’s ac� vi� es which are of signif cant nature, including decisions on strategic direc� ons and guidelines and the approval of periodic plans and major investments and divestments, and ensure that the necessary resources are in place for the Group to meet its objec� ves; (b) establish a framework of prudent and ef ec� ve internal controls and risk management strategies which enables risk to be assessed and managed, including safeguarding of shareholders’ interests and the Group’s assets; (c) review key management personnel’s performance; (d) ensure good corporate governance prac� ces to protect the interests of shareholders; (e) oversee, through the NC, the appointments, re-elec� on and resigna� on of Directors and the Management; (f) oversee, through the RC, the design and operation of an appropriate remuneration framework;

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	Prac� ces rela� ng to conf ict of interests	(g) align the interests of the Board and Management with the interests of shareholders and balance the interests of all stakeholders; (h) oversee the quality and integrity of the accounting and financial reporting systems, disclosure controls and procedures and internal controls; and (i) ensure compliance with all laws and regula� ons as may be relevant to the business. The Company has in place prac� ces to address poten� al conf icts of interest. All Directors are required to no� fy the Company promptly of all conf icts of interests as soon as prac� cable as well as when required and refresh the required declara� ons annually. Each Director is required to recuse himself or herself from all delibera� ons/vo� ng in rela� on to the ma� ers which he or she has a conf ict of interests in, unless the Board is of the opinion that the par� cipa� on of the conf icted Director is in the best interests of the Company.
1.2	Directors’ training and orienta� on (a) Are new Directors given formal training? If not, please explain why.	All newly appointed Directors will undergo an orienta� on programme where the Director will be briefed on the Group’s history, strategic direc� on, governance prac� ces, business and organisa� on structure as well as the expected du� es and obliga� ons of a director of a listed company, details of which are set out in a formal appointment le� er provided to such newly appointed Director. To get a be� er understanding of the Group’s business, the Director will also be given the opportunity to visit the Group’s opera� onal facili� es and meet with key management personnel. In addi� on, as required by Rule 406(3)(a) of the SGX-ST Lis� ng Manual: Sec� on B: Rules of Catalist (“Catalist Rules”), a new Director who has no prior experience as a director of a company listed on the SGX-ST must undergo training as prescribed by the SGX-ST. Such training will be completed within one year of the appointment. The Company will also provide training for f rst-� me directors in areas such as accoun� ng, climate change and sustainability, legal and industry-specif c knowledge as appropriate.

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TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	(b) What are the types of information and training provided to (i) new Directors and (ii) existing Directors to keep them up-to-date? Training a� ended for FY2025	The Board values on-going professional development and recognises that it is important that all Directors receive regular training to serve ef ec� vely on and contribute to the Board. The Board has therefore established a policy on con� nuing professional development for Directors. To ensure Directors can fulf l their obliga� ons and to con� nually improve the performance of the Board, all Directors are encouraged to undergo con� nuing professional development. Professional development may relate to a par� cular subject area, commi� ee membership, or key developments in the Company’s environment, and may be provided by accredited training providers such as the Singapore Ins� tute of Directors. Directors are encouraged to consult the Chairman if they consider that they personally, or the Board as a whole, would benef t from specif c educa� on or training on ma� ers that fall within the responsibility of the Board or relate to the Company’s business. Such training costs are borne by the Company. As part of training for the Board, during FY2025, Directors were briefed either during Board and Board Commi� ee mee� ngs or at specially convened sessions on changes to regula� ons and accoun� ng standards, as well as industry related ma� ers. All Directors have previously completed training courses on sustainability as prescribed by the SGX-ST, including either of the following courses: Sustainability E-Training for Directors conducted by Ins� tute of Singapore Chartered Accountants (in partnership with SAC Capital Private Limited) and ESG – Environmental, Social and Governance Essen� als conducted by Singapore Ins� tute of Directors. During FY2025, the Company’s external auditor (“EA”) and internal auditor (“IA”) updated the Board on the changes to the accoun� ng standards and regulatory changes to the disclosure requirements in rela� on to the announcement of f nancial results and annual reports.

CORPORATE GOVERNANCE

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
1.3	Ma� ers requiring Board’s approval	The Board con� nues to approve ma� ers within its statutory responsibili� es. Specif cally, the Board has direct responsibility for decision-making in, amongst others, the following areas: (a) corporate strategies and business plans; (b) material acquisi� ons and disposals of assets; (c) material investments; (d) major f nancing, corporate f nancial restructuring plans and changes in the capital of the Company; (e) major contracts with third par� es; (f) proposals of dividends and other returns to shareholders; (g) approval of budgets, f nancial results announcements, annual reports and audited f nancial statements; and (h) interested person transac� ons exceeding S$100,000.
1.4	Delega� on to Board Commi� ees	The Board delegated certain responsibilities to the AC, RC and NC (collectively, the “Board Commi� ees”). Each of these Board Commi� ees is formed with clear wri� en terms of reference (se� ng out its composi� on, authority and du� es). The composi� on of the Board Commi� ees is set out in Table 1.1 of Sec� on 1.1 of this Table I.

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TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide		Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
1.5		Attendance of Board and Board Commi� ees		The Board meets at least on a half-yearly basis, and as and when circumstances require. In FY2025, the number of Board and Board Commi� ee mee� ngs held, and the a� endance of each Board member are shown below. *Table 1.5 – Board and Board Commi� ee Mee� ngs in FY2025* Board AC NC RC Number of Mee� ngs Held 2 2 1 1 Name of Director Number of Mee� ngs A� ended Han Keen Juan 2 2 1 1 Lim Tao-E William 2 2 1 1 Chow Hui Shien 2 2 1 1 Tan Han Beng (Chen Hanming) 2 2 1 1 Audrey Yap Su Ming 2 2 1 1 Hawazi Bin Daipi 2 2 1 1 _ By invita� on_ The Company’s Constitution allows for meetings to be held through telephone and/or videoconference.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide		Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
1.6		Access to informa� on What types of information does the Company provide to Independent Directors to enable them to understand its business, the business and f nancial environment as well as the risks faced by the Company? How frequently is the informa� on provided?		Directors are provided with complete and adequate informa� on related to agenda items in a � mely manner for them to make informed decisions and discharge their du� es and responsibili� es. *Table 1.6 – Types of informa� onprovided by Management* Informa� on Frequency 1. Board papers (with background or explanatory informa� on rela� ng to the ma� ers brought before the Board, where necessary) At least half-yearly 2. Updates to the Group’s opera� ons and the markets in which the Groupoperates in At least half-yearly 3. Reports received on the Group’s whistle blowing policy At least half-yearly 4. Enterprise risk management report At least half-yearly 5. Budgets and/or forecasts (with variance analysis) and management accounts(with f nancial ra� os analysis) Annually 6. EA’s and IA’s report(s) Annually 7. Reports on on-going or planned corporate ac� ons Ad hoc basis Management recognises the importance of circula� ng informa� on on a � mely basis to ensure that the Board has adequate � me to review the materials to facilitate a construc� ve and ef ec� ve discussion during the scheduled meetings. As such, Management endeavours to circulate informa� on at least three days prior to the respec� ve mee� ngs to allow suf cient � me for review by the Directors. Management will also use its best endeavours to encrypt documents which bear material price sensi� ve informa� on when circula� ng documents electronically. Management will also provide any addi� onal material informa� on that is requested by Directors or that is necessary to enable the Board to make a balanced and informed assessment of the Group’s performance, posi� on and prospects.

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TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
1.7	Change of company secretary Access to Management and company secretary Access to professional advice	The appointment and removal of the company secretaries is a ma� er for the Board to decide on as a whole. Directors have separate and independent access to the Management and the company secretaries at all � mes. Individually or collec� vely, in order to execute their du� es, Directors can obtain independent professional advice at the Company’s expense where required. The appointments of such independent professional advisors are subject to the approval of the Board.
BOARD COMPOSITION AND GUIDANCE
2.1 2.2 2.3 3.3	Board composi� on Does the Company comply with the guideline on the proportion of Independent Directors and/or Non-Execu� ve Directors on the Board? If not, please state the reasons for the devia� on and the remedial ac� on taken by the Company.	As at the date of this report, the Board comprises three (3) Executive Directors, one (1) Non-Execu� ve and Non-Independent Director and two (2) Independent Directors. The Chairman, being an Execu� ve Director, is not independent. Independent Directors make up at least one-third of the Board as required under Rule 406(3)(c) of the Catalist Rules. The Board notes that Provision 2.2 of the Code requires the Independent Directors to make up a majority of the Board when the Chairman is not independent. The Board also acknowledges that Provision 2.3 of the Code requires Non-Execu� ve Directors to make up a majority of the Board.

CORPORATE GOVERNANCE


TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	Lead Independent Director	Although Independent Directors and Non-Execu� ve Directors do not make up a majority of the Board, the Board has assessed and is sa� sf ed that the Independent Directors and Non-Execu� ve Directors lend a strong voice to ensure objec� ve independent decision making by the Board. The Board is also of the view that there are adequate checks and balances, facilitated by internal policies to ensure objec� ve and independent decision making without excessive inf uence by the Execu� ve Directors and Management. Furthermore, ma� ers requiring the Board’s approval are discussed robustly with par� cipa� on from each member of the Board and decisions are made collec� vely without any individual or group of individuals domina� ng the decision-making process, and Directors are required to take the necessary ac� ons to resolve any conf ict of interests they might have, including recusing themselves from mee� ngs or discussions or abstaining from vo� ng on ma� ers in which they are interested or conf icted. Addi� onally, the Non-Execu� ve Directors contribute to the Board process by monitoring and reviewing Management’s performance against goals and objec� ves. Their views and opinions provide alterna� ve perspec� ves to the Group’s business. When reviewing and evaluating Management’s proposals or decisions, they bring independent judgement to bear on business ac� vi� es and transac� ons involving conf ict of interests and other complexi� es. The NC and Board will review the size and composi� on of the Board as and when required and ins� tute changes when the need arises. As the Chairman is not independent, the Board has appointed Mr Tan Han Beng as the Lead Independent Director of the Company to provide an addi� onal check and balance, and he is available to shareholders if they have concerns rela� ng to ma� ers that contact through the Chairman, CEO and/or Chief Financial Of cer (“CFO”) has failed to resolve, or where such contact is inappropriate.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		The Lead Independent Director makes himself available to shareholders at the Company’s general mee� ngs and can be contacted at the following email address:[email protected]. The Lead Independent Director is also responsible for leading the mee� ngs of Non-Execu� ve and Independent Directors without the presence of Management and providing feedback to the Chairman on ma� ers discussed at such mee� ngs. Together with the other Non-Execu� ve and Independent Director, he assists in the development of succession plans for the Chairman and CEO as well as the assessment of the Chairman’s remunera� on. In view of the above, the Company is of the view that the intent of Principle 2 of the Code is met with an appropriate level of independence and diversity of thought and background in its composi� on to enable it to make decisions in the best interests of the Company.
2.1 2.4 4.4	Independence assessment of Directors	The Board considers the existence of rela� onships or circumstances, including those iden� f ed by the Code and Catalist Rules that are relevant to determine whether a Director is independent. In addi� on, the NC reviews the individual director’s declara� on in their assessment of independence forms. The NC has reviewed and conf rmed that the independence of the Independent Directors is in accordance with the guidelines in the Code, PG and Catalist Rules. As at the date of this Report, the Independent Directors have also conf rmed their independence in accordance with the guidelines in the Code, PG and Catalist Rules. The Company has implemented a policy whereby Directors must consult both the Chairman of the Board and the Chairman of the NC prior to accep� ng new directorship appointments. Directors must also immediately report any changes in their external appointments, including any corporate developments rela� ng to their external appointments, which may af ect their independence. This ensures that Directors con� nually meet the stringent guidelines of independence under the Code and Catalist Rules.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	(a) Is there any Director who is deemed to be independent by the Board, notwithstanding the existence of a relationship as stated in the Code and Catalist Rules that would otherwise affect their independence? If so, please iden� fy the Director and specify the nature of such rela� onship. (b) What are the Board’s reasons for considering him independent? Please provide a detailed explana� on.	There are no Directors who are deemed independent by the Board notwithstanding the existence of a rela� onship that would otherwise af ect their independence.
	Independent Directors serving beyond nine years Has any Independent Director served on the Board for more than nine years since the date of his f rst appointment? If so, please identify the Director and set out the Board’s reasons for considering him independent.	There are no Independent Directors who have served for an aggregate period of more than nine years since the respec� ve dates of their f rst appointment.

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TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide		Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		Board diversity (a) What is the Board’s policy with regard to diversity in iden� fying director nominees?	The Board’s policy in iden� fying director nominees is primarily to ensure the Board comprises an appropriate mix of members with complementary skills, core competencies and experience for the Group, whilst having regard to the targets set out below. The Company aims to have a Board with diversity in various aspects whenever possible, such as gender, race, age, professional experience, skills and knowledge. There are also regular assessments of the performance and ef ec� veness of the Board, Board Commi� ees and individual directors. In par� cular, the Company has determined the following targets in its board diversity policy: (a) Gender– in respect of gender diversity, having at least two female directors on the Board. This would help to bring dif erent perspec� ves, approaches to stewardship and risk-reward orienta� on, which improves the quality of decisions made. This target has been achieved, as there are presently two female directors on the Board. (b) Age– in respect of age diversity, having the members of the Board being in at least two dif erent age bands, with each band comprising 15 years. This would help to introduce varied perspec� ves to the Board and enable broader discussions within the Board, enable the Board to arrive at decisions and strategies which are relevant in the prevailing market, and reduce the possibility of groupthink. This target has been achieved, as the directors fall within at least two dif erent age bands, with each band comprising 15 years. (c) Skillsets– in respect of diversity in terms of skillsets, having an appropriate mix of directors who have skillset, knowledge and/or experience in various f elds of exper� se that provides core competencies such as f nance and accoun� ng, legal, business and management, risk management and marke� ng. This would of er well-balanced resources and skills that support the duty of the Board to monitor corporate performance, drive be� er decisions- making and provide ef ec� ve oversight of the Group’s business by ensuring diversity of perspec� ves backed by relevant experience. This target has been achieved as the skillsets of the directors are suf ciently diverse, with Board members having experience in f nance and accoun� ng, legal and business and management.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		(d) Involvement with Opera� ons– in respect of diversity in terms of involvement with the opera� ons of the Group and its subsidiaries, having non-execu� ve directors make up at least half of the Board. This would encourage objec� ve decision-making aligned with shareholders’ interests. This target has been achieved, as three out of the six directors are non-execu� ve directors. The objec� ve of the policy is to avoid groupthink, foster construc� ve debate and ensure that the composi� on of the Board is op� mal to support the Group’s needs in the short and long term.
	(b) Please state whether the current composition of the Board provides diversity on each of the following – skills, experience, gender and knowledge of the Company, and elaborate with numerical data where appropriate.	The Board is of the view that the exis� ng size of the Board and the Board Commi� ees and the combina� on of skills, talents, knowledge, experience and diversity of its Directors are appropriate for the needs, plans and demands of the Company’s and the Group’s opera� ons. The current Board comprises Directors who have diverse qualif ca� ons, backgrounds, skills and/or experiences in areas such as business management, law, corporate governance, f nance, accoun� ng, informa� on technology, strategic planning and relevant industry knowledge/experience. The Board’s composi� on enables management to benef t from a diverse and objec� ve external perspec� ve on issues raised before the Board, and the Directors as a group provide the appropriate balance and mix of skills, knowledge, experience and other aspects of diversity (such as gender and age). The current Board composi� on is age, race and gender diversif ed. In par� cular, the Directors fall within at least two dif erent age bands, with each band comprising 15 years, there is one director from a minority race and female directors comprise one-third of the Board.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	(c) What steps have the Board taken to achieve the balance and diversity necessary to maximise its ef ec� veness?	The Board took the following steps to maintain or enhance its balance and diversity:  annual review by the NC to assess if the exis� ng a� ributes and core competencies of the Board are complementary and enhance the ef cacy of the Board; and  annual evalua� on by the Directors of the skill sets the other Directors possess, with a view to iden� fying areas in which the Board lacks exper� se, if any. The NC will consider the results of these exercises in its recommenda� on for the appointment of new directors and/or the re-appointment of incumbent directors. The NC reviews Board diversity and balance annually. Addi� onally, members of the Board are constantly in touch with Management to provide advice and guidance on strategic issues and on ma� ers for which their exper� se will add value and be construc� ve to the Group. The NC is of the view that the current Board comprises persons who as a group provide capabili� es required for the Board to be ef ec� ve.
2.5	Meeting in the absence of the Management	The Non-Execu� ve Director and Independent Directors, led by the Lead Independent Director, meet regularly in the absence of Management to discuss concerns or ma� ers such as the ef ec� veness of Management. For FY2025, the Non-Execu� ve Director and Independent Directors met at least once in the absence of Management.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
3.1 3.2		Role of Chairman and CEO	The Execu� ve Chairman (Mr Han Keen Juan) and the CEO (Mr Lim Tao-E William) are separate persons to ensure that there is a clear division of responsibili� es between the leadership of the Board and Management, allowing for an appropriate balance of power, increased accountability and independent decision making. There is a clear division of responsibili� es between the Execu� ve Chairman and the CEO. The Execu� ve Chairman is responsible for the overall management of the Group and leads the Group in se� ng the Group’s mission and objec� ves as well as developing the overall business strategies. The Execu� ve Chairman also ensures that Board mee� ngs are held when necessary, sets the Board agenda and ensures that all Board members are provided with complete, adequate and � mely informa� on. He leads the Board discussions, fostering construc� ve condi� ons that ensure ef ec� veness of the Board, facilitate ef ec� ve contribu� on and promote high standards of corporate governance. The CEO bears the overall operational responsibility for the Group’s business, including the development of new products, expansion of the Group’s business into overseas markets, and overseeing the business and sales development strategies. The CEO is assisted by key management personnel. He of ers strategic proposals to the Board and implements decisions made by the Board.
		Relationship between Chairman and CEO	The CEO of the Company, Mr Lim Tao-E William, is the nephew of Mr Han Keen Juan, the Execu� ve Chairman of the Company. Notwithstanding the above, the Board has assessed and is sa� sf ed that there is suf cient transparency and accountability in view of the dis� nc� on of responsibili� es.

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TABLE I - COMPLIANCE WITH THE CODE

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
BOARD MEMBERSHIP
4		Steps taken to progressively renew the Board composi� on	The Board is of the opinion that it would be most ef ec� ve to draw on the wealth of experience possessed by the longer serving directors while concurrently taking progressive steps to review and consider opportuni� es to refresh the Board as and when required. To meet the evolving challenges in the industry and countries which the Group operates, such reviews, which include considering factors such as the exper� se, skills and perspec� ves which the Board needs and the Board members’ exis� ng competencies are carried out on a regular basis to ensure that the Board dynamics remain op� mal.
4.1 4.4 4.5		Role of NC	The NC is guided by the key terms of reference as follows: (a) reviewing of board succession plans for Directors, in par� cular, the Chairman and the CEO, as well as succession plans for key management personnel; (b) proposing objective processes and performance criteria for evaluation of the Board’s performance as a whole which allows for comparison with industry peers and addresses how the Board has enhanced long-term shareholder value; (c) carrying out, at least annually, a formal assessment of the performance and ef ec� veness of the Board as a whole and its Board Commi� ees and the contribu� ons of individual Directors to the ef ec� veness of the Board, based on the processes implemented by the Board; (d) determining annually, and as and when circumstances require, whether a Director is independent, and providing its views to the Board in rela� on thereto for the Board’s considera� on;

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		(e) where a Director or proposed Director has mul� ple board representa� ons, deciding whether the Director is able to and has been adequately carrying out his du� es as a Director, taking into considera� on the Director’s number of listed company board representa� ons and other principal commitments1; (f) based on the results of the performance evaluation, providing its views and recommenda� ons to the Board, including any appointment of new Board members; (g) reviewing training and professional development programmes for the Board and its Directors; and (h) making recommenda� ons to the Board on ma� ers rela� ng to the appointment and re- appointment of Directors (including alternate directors, if any). 1 The term “*principal commitments*” shall include all commitments which involve significant time commitment such as full-� me occupa� on, consultancy work, commi� ee work, non-listed company board representa� ons and directorships and involvement in non-prof t organisa� ons. Where a director sits on the boards of non-ac� ve related corpora� ons, those appointments are not normally considered principal commitments. With regards to the review of succession plans, the NC took into considera� on Rule 406(3)(d)(iv) of the Catalist Rules.

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4.3	Selecting, Appointment and Re-appointment of Directors Please describe the board nomina� on process for the Company in the last financial year for (i) selecting and appointing new directors and (ii) re-appointment of incumbent directors.	*Table 4.3(a) – Selec� on and Appointment of New Directors* The NC: – 1. Determines selec� on criteria  In consulta� on with the Board, iden� f es the current needs and inadequacies the Board requires to complement and strengthen the Board.  Determines the competencies required for the new appointment a� er such consulta� on. 2. Conducts candidate search  Considers candidates proposed by the Directors, key management personnel or substantial shareholders, and may engage external search consultants where necessary. 3. Assesses shortlisted candidates  Meets and interviews the shortlisted candidates to assess their suitability, ensuring that the candidates are aware of the expecta� ons and the level of commitment required of them. 4. Proposes recommenda� ons  Makes recommenda� ons for the Board’s considera� on and approval.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
			*Table 4.3(b) – Re-appointment of Incumbent Directors* The NC: – 1. Assesses incumbent director  Assesses the performance of the Director in accordance with the performance criteria set by the Board.  Considers the current needs of the Board. 2. Proposes re-appointment of director  Recommends the re-appointment of the Director to the Board for its consideration and approval, subject to its sa� sfactory assessment. A� er reviewing and considering the NC’s recommenda� ons, the Board will make the decision to appoint the new director and/or propose the re-appointment of the incumbent director for shareholders’ approval. Pursuant to Regula� on 95 of the Company’s Cons� tu� on, at least one-third of the Directors are required to re� re by rota� on and submit themselves for re-elec� on at each AGM of the Company. The Company’s Cons� tu� on and the Catalist Rules provide that all Directors shall re� re by rota� on at least once every three years and such re� ring Director shall be eligible for re-elec� on. For the forthcoming AGM, Mr Tan Han Beng and Mr Hawazi Bin Daipi will be re� ring by rota� on pursuant to the Cons� tu� on. The NC, with the respective member(s) interested in the discussion having abstained from the delibera� ons (if applicable), recommended Mr Tan Han Beng and Mr Hawazi Bin Daipi be nominated for re-elec� on at the forthcoming AGM.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		Mr Tan Han Beng will, upon re-election as a Director of the Company, remain as the Lead Independent Director, Chairman of the Audit Committee, and a member of the Nominating Commi� ee and Remunera� on Commi� ee. Mr Hawazi Bin Daipi will, upon re-elec� on as a Director of the Company, remain as an Independent Director, Chairman of the Remunera� on Commi� ee, Chairman of the Nomina� ng Commi� ee and a member of the Audit Commi� ee. Mr Tan Han Beng and Mr Hawazi Bin Daipi will be considered independent for the purposes of the Rule 704(7) of the Catalist Rules.
4.5	Assessment of Directors’ du� es	Assessment of the individual Directors’ performance was based on the criteria set out in Table 5.1 in Sec� on 5.1 of this Table I. The following were used to assess the performance and consider the compe� ng � me commitments of the Directors: -  declara� ons by each Director of his/her other listed company directorships and principal commitments;  annual conf rma� ons by each Director on his/her ability to devote suf cient � me and a� en� on to the Company’s af airs, having regard to his/her other commitments; and  assessment of the individual Directors’ performance based on the criteria set out in Sec� ons 5.1 and 5.2 below.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	Other listed company directorships and principal commitments of Directors	The NC had reviewed the � me spent and a� en� on given by each of the Directors to the Company’s af airs, taking into account the mul� ple directorships and principal commitments of each of the Directors (if any) as set out below, and is sa� sf ed that all Directors were able to diligently discharge their du� es for FY2025. *Table 4.5 – Other listed company directorships and principal commitments of Directors* Name of Director Listed Company Directorships Principal Commitments Han Keen Juan None None Lim Tao-E William None None Chow Hui Shien None None Tan Han Beng (Chen Hanming) Present: None Past  Challenger Technologies Limited – Lead Independent Director / Audit Committee Chairman / Member of Nomina� ng and Remunera� on Commi� ees  Don Agro Interna� onal Limited – Independent Director / Audit Commi� ee Chairman / Member of Nominating and Remunera� on Commi� ees  UOB Kay Hian - Senior Vice President, Corporate Finance
		*Table 4.5 – Other listed company directorships and principal commitments of Directors*
		Name of Director	Listed Company Directorships	Principal Commitments
		Han Keen Juan	None	None
		Lim Tao-E William	None	None
		Chow Hui Shien	None	None
		Tan Han Beng (Chen Hanming)	Present: None Past  Challenger Technologies Limited – Lead Independent Director / Audit Committee Chairman / Member of Nomina� ng and Remunera� on Commi� ees  Don Agro Interna� onal Limited – Independent Director / Audit Commi� ee Chairman / Member of Nominating and Remunera� on Commi� ees	 UOB Kay Hian - Senior Vice President, Corporate Finance

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
			*Table 4.5 – Other listed company directorships and principal commitments of Directors* Name of Director Listed Company Directorships Principal Commitments Audrey Yap Su Ming None  Yusarn Audrey LLC – Managing Director  Singapore Food Agency – Board Member  Workforce Advancement Federation (WAF) – Council member  Singapore Innovation and Productivity Institute – Chairman  Singapore Manufacturing Federation – Vice President, and Council Member  World Intellectual Property Organisation (WIPO) – Member of international steering commi� ee

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance	or Explana� on
			*company directorships and principal commitments of Directors* Listed Company Directorships Principal Commitments Present: Hor Kew Corporation Limited – Non-Execu� ve Chairman and Independent Director / Member of Audit, Nominating and Remunera� on Commi� ees  Non-Resident Singaporean Representa� ve to the Pales� nian Authority  Non-Resident Singaporean High Commissioner to the Republic of Ghana  Singapore Press Holdings Foundation Limited – Board Member  Middle East Ins� tute, Na� onal University of Singapore – Board Member
		*Table 4.5 – Other listed*	*company directorships and principal commitments of Directors*
		Name of Director	Listed Company Directorships	Principal Commitments
		Hawazi Bin Daipi	Present: Hor Kew Corporation Limited – Non-Execu� ve Chairman and Independent Director / Member of Audit, Nominating and Remunera� on Commi� ees	 Non-Resident Singaporean Representa� ve to the Pales� nian Authority  Non-Resident Singaporean High Commissioner to the Republic of Ghana  Singapore Press Holdings Foundation Limited – Board Member  Middle East Ins� tute, Na� onal University of Singapore – Board Member

	Mul� ple Directorships (a) What is the maximum number of listed company board representations that the Company has prescribed for its directors? What are the reasons for this number?	The Board has not capped the maximum number of listed company board representa� ons each Director may hold.

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	(b) If a maximum has not been determined, what are the reasons?	The NC is of the view that the ef ec� veness of each of the Directors is best assessed by a qualita� ve assessment of the Director’s contribu� ons, a� er considering his or her other listed company board directorships and other principal commitments, and not guided by a numerical limit. The NC also believes that it is for each Director to assess his/her own capacity and ability to undertake other obliga� ons or commitments together with serving on the Board ef ec� vely. The NC does not wish to omit from considera� on outstanding individuals who, despite the demands on their � me, have the capacity to value-add and contribute as members of the Board. Furthermore, the Board is of the view that the assessment of whether each Director is able to devote suf cient � me to discharge his or her du� es as a Director should not be dependent on or restricted by a limit imposed on such Director’s number of board representa� ons.
	(c) What are the specific considerations in deciding on the capacity of directors?	The specif c considera� ons in assessing the capacity of Directors include:  expected and/or competing time commitments of Directors, including whether such commitment is a full-� me or part-� me employment capacity;  geographical loca� on of Directors;  size and composi� on of the Board;  nature and scope of the Group’s opera� ons and size; and  capacity, complexity and expectations of the other listed directorships and principal commitments held.
PG 4	Alternate Directors	Alternate directors will be appointed as and when the Board deems necessary. Circumstances which warrant such appointments may include health, age related concerns as well as Management succession plans. There are currently no alternate directors on the Board.

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BOARD PERFORMANCE
5.1		Performance Criteria	Table 5.1 below sets out the performance criteria and process, recommended by the NC and approved by the Board, applied when evalua� ng the ef ec� veness of the Board as a whole as well as ef ec� veness of each Board Commi� ee, and assessing the contribu� on by the Chairman and each individual Director. *Table 5.1 – Performance Criteria* Board and Board Committees: Board Performance Evalua� on Form Individual Directors: Directors’ Assessment Checklist 1. Board structure 2. Conduct of mee� ngs / af airs 3. Risk management and internal controls 4. Recruitment and evalua� on 5. Compensa� on 6. Succession planning 7. Financial repor� ng 8. Communica� ng with shareholders 9. Assessment of the Chairman and Board Commi� ees 1. A� endance at mee� ngs 2. Contributions at meetings and in other areas (e.g. commi� ees / projects) 3. Interac� ve and personal skills 4. Knowledge, analytical skills and relevant experience 5. Preparedness for the mee� ngs

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		The NC will review the criteria periodically to ensure that the criteria is able to provide an accurate and effective performance assessment taking into consideration industry standards and the economic climate with the objec� ve of enhancing long term shareholders value, and therea� er propose amendments if any, to the Board for approval. The NC did not propose any changes to the performance criteria for FY2025 as compared to the previous f nancial year, as the Board composi� on and the Group’s principal business ac� vi� es remained the same.
5.2	Performance Review (a) What was the process upon which the Board reached the conclusion on its performance for the f nancial year?	The reviews of the performance of the Board, Board Commi� ees and individual Directors are conducted by the NC annually and when the individual Director is due for re-elec� on. For FY2025, the review process was as follows: 1. all Directors individually completed Board Performance Evalua� on Forms and the Directors’ Assessment Checklist on the effectiveness of the Board, Board Committees and the individual Directors based on criteria disclosed in Table 5.1; 2. the Company Secretaries collated and submitted the questionnaire results to the NC Chairman in the form of a report; 3. the NC discussed the report, in particular matters relating to Board structure, Board processes, risk management, and succession planning; and 4. the results of the performance review were deliberated during the NC mee� ng and tabled at the Board mee� ng for further discussion. All NC members have abstained from the vo� ng or review process of any ma� ers in connec� on with the assessment of his/her performance or re-appointment as a Director of the Company. The Company Secretaries act as external facilitators in the evalua� on process.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
	(b) Has the Board met its performance objec� ves?		The NC, having reviewed the overall performance of the Board in terms of its role and responsibili� es and the conduct of its af airs for FY2025, is of the view that the performance of the Board as a whole has been sa� sfactory, and that the Board has met its performance objec� ves for FY2025.
REMUNERATION MATTERS
DEVELOPING REMUNERATION POLICIES
6.1 6.3		Composi� on and Role of the RC	The RC is guided by the key terms of reference which includes: (a) reviewing and recommending to the Board, a general framework of remunera� on for the Directors and key management personnel, which will be submi� ed for endorsement by the en� re Board; (b) reviewing and recommending annually to the Board, the specif c remunera� on packages for each Director as well as for the key management personnel; (c) reviewing all aspects of remunera� on, including but not limited to Directors’ fees, salaries, allowances, bonuses, op� ons, share-based incen� ves and awards and benef ts-in-kind; (d) reviewing whether Executive Directors, Non-Executive Directors and key management personnel should be eligible for op� ons, share incen� ves, awards and other benef ts under long term incen� ve schemes; (e) considering and approving termina� on payments, re� rement payments, gratui� es, ex- gra� a payment, severance payments and other similar payments to each member of key management personnel; (f) reviewing and recommending to the Board the service contracts of the Chairman, CEO and Deputy CEO and ensuring that such service contracts are fair and not excessively long or with onerous renewal/termina� on clauses; and

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		(g) generally, perform such other func� ons and du� es as may be required by the relevant laws or provisions of the Catalist Rules and the Code (as may be amended from � me to � me). The RC’s review and recommenda� ons cover all aspects including fees, salaries, allowance, bonuses, op� ons, share-based incen� ves, awards and benef ts-in-kind. Each RC member will abstain from par� cipa� ng in the delibera� ons of and vo� ng on any resolu� on in respect of his/her remunera� on package or that of employees related to him/her.
6.4	Engagement of Remuneration Consultants	In FY2023, the Company had engaged an independent remunera� on consultant f rm, HR Guru Pte. Ltd. (“HR Guru”), to assist the RC in evalua� ng the Execu� ve Directors’ remunera� on against comparable benchmarks, having due regard to prevailing market prac� ces and condi� ons as well as the f nancial and commercial health as well as business needs of the Group. The Company does not have any rela� onship with HR Guru that could af ect HR Guru’s independence and objec� vity. The Company did not engage any remunera� on consultant f rm for FY2025, as the remunera� on agreements with the Execu� ve Directors are renewed every three years and there were no major changes from the previous year when the remunera� on agreements were renewed in FY2023.
	“Claw-back” Provisions	There are currently no contractual provisions which allow the Company to reclaim incen� ves from the Execu� ve Directors and key management personnel in excep� onal circumstances of misstatement of f nancial results, or of misconduct resul� ng in f nancial loss to the Company. The Board is of the view that as the Group pays performance bonuses based on the actual performance of the Group and/or Company (and not on forward-looking results) as well as the actual performance of its Execu� ve Directors and key management personnel, “claw-back” provisions in the relevant service agreements may not be relevant or appropriate. Nonetheless, the Company shall consider the inclusion of such contractual provisions in future renewals of service contracts as recommended by the Code. Save as aforesaid, the Company reserves the rights to employ legal recourse should any Director and/or key management personnel wilfully and negligently engage in any misconduct.

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LEVEL AND MIX OF REMUNERATION
DISCLOSURE ON REMUNERATION
7 8.1		Remunera� on Policy	The Company’s remunera� on policy which covers all aspects of remunera� on, including but not limited to directors’ fees, salaries, allowances, benef ts-in-kind, bonuses, op� ons, share-based incen� ves and awards, is one that seeks to a� ract, retain and mo� vate talent to achieve the Company’s business vision and create sustainable value for its stakeholders. The policy ar� culates to staf that total compensa� on has been linked to the achievement of organisa� onal and individual performance objec� ves and benchmarked against relevant and compara� ve compensa� on in the market.
7.1 7.3		Remuneration Structure for Executive Directors and key management personnel (a) Please describe how the remuneration received by Executive Directors and key management personnel has been determined by the performance criteria.	The Company has in FY2023, entered into service agreements with the three Execu� ve Directors, namely Mr Han Keen Juan, Mr Lim Tao-E William and Ms Chow Hui Shien. The service agreements with the Execu� ve Directors are for a period of three years. The Execu� ve Directors will not be receiving any Directors’ fees from the Company or its subsidiary companies. The key terms of the service agreements remain largely the same as the previous service agreements. The remunera� on received by the Execu� ve Directors and key management personnel takes into considera� on his or her individual performance and contribu� on towards the overall performance of the Group for FY2025. Their remunera� on is made up of f xed and variable compensa� ons. The f xed compensa� on consists of an annual base salary, f xed allowance and annual wage supplement. The variable compensa� on is determined based on the level of achievement of corporate and individual performance objec� ves, for each individual role and is dependent on the annual prof t of the Group. The remunera� on structure is linked by incorpora� ng key performance indicators and performance condi� ons set out in Table 7.1 below. The senior management proposes the compensa� on for the Execu� ve Directors and key management personnel for the RC’s review, which would therea� er be recommended for the Board’s approval.

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	Performance Criteria (b) What were the performance conditions used to determine their entitlement under the short term and long-term incen� ve schemes?	The following performance condi� ons for determining incen� ve plans were chosen to mo� vate Execu� ve Directors and key management personnel to work in alignment with the goals of all stakeholders: *Table 7.1 – Performance Criteria* Short–term and long–term incen� ves (such as performance bonus) Qualita� ve 1. Leadership and people development 2. Brand development 3. Overseas business development 4. Current market and industry prac� ces 5. Macro–economic factors Quan� ta� ve 1. Annual prof t before and a� er tax 2. Return on equity 3. Rela� ve f nancial performance of the Group to its industry peers 4. Sales growth
	(c) Were all of these performance conditions met? If not, what were the reasons?	Yes, the RC has reviewed and is sa� sf ed that the performance condi� ons were met for FY2025.

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7.2	Remuneration Structure of Non-Execu� ve Directors	The Non-Execu� ve Directors do not have any service contracts and are paid (i) basic directorship fees; and (ii) addi� onal fees for serving as the Chairman on each of the Board Commi� ees. The Non-Execu� ve Directors will each receive their directors’ fees in cash. Directors’ fees are subjected to shareholders’ approval at a general mee� ng. The fees for the f nancial year in review are determined in the previous f nancial year, and were proposed by Management, submi� ed to the RC for review, and therea� er recommended for endorsement by the Board and subjected to the approval of shareholders at the AGM. The RC has reviewed and assessed that the remunera� on of the Non-Execu� ve Directors for FY2025 is appropriate, considering the ef ort, � me spent and responsibili� es of these Non-Execu� ve Directors.

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8.1(a) 8.1(b)	(a) Has the Company disclosed each Director’s and the CEO’s remuneration as well as a breakdown (in percentage or dollar terms) into base/fixed salary, variable or performance- related income/bonuses, benef ts in kind, stock op� ons granted, share-based incen� ves and awards, and other long- term incentives? If not, what are the reasons for not disclosing so?		The breakdown for the remunera� on of the Directors and the CEO for FY2025 is as follows: *Table 8.1(a) – Directors’ and CEO’s Remunera� on* Name Fixed Remunera� on(1) S$ Performance Bonus(1) S$ Directors’ Fees S$ Benef ts -in-kind S$ Total S$ Band XI: Between S$2,500,001 to S$2,750,000 Han Keen Juan 1,006,785 (39%) 1,581,593 (60%) – 33,457 (1%) 2,621,835 (100%) Band IX: Between S$2,000,001 to S$2,250,000 Lim Tao-E William 787,548 (37%) 1,317,994 (62%) – 30,409 (1%) 2,135,951 (100%) Band VII: Between S$1,500,001 to S$1,750,000 Chow Hui Shien 467,646 (27%) 1,230,128 (72%) – 23,866 (1%) 1,721,640 (100%) Band I: Below S$250,000 Tan Han Beng (Chen Hanming) – – 58,000 (100%) – 58,000 (100%) Audrey Yap Su Ming – – 53,000 (100%) – 53,000 (100%) Hawazi Bin Daipi – – 53,000 (100%) – 53,000 (100%) Notes: 1. Fixed remunera� on and performance bonus include employer’s contribu� on to Central Provident Fund (“*CPF*”). There were no termina� on, re� rement and post-employment benef ts that may be granted to the Directors and the CEO.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	(b) Has the Company disclosed each key management personnel’s remuneration, in bands of S$250,000 in detail, as well as a breakdown (in percentage or dollar terms) into base/fixed salary, variable or performance-related income/ bonuses, benef ts in kind, stock options granted, share-based incentives and awards, and other long-term incentives? If not, what are the reasons for not disclosing so?	For FY2025, the top f ve key management personnel (who are not directors) have been iden� f ed as follows: 1. Song Yeow Chung 2. Philip Chow Phee Liat 3. Jacky Lee Ah Huat 4. Don Soh Wen Jie 5. Tang Jia Jun The remunera� on for each of the top f ve key management personnel (who are not Directors) for FY2025 fell within the band of S$250,000 and below, except for one who fell within the band of S$250,001 to S$500,000. There were no termina� on, re� rement and post-employment benef ts that may be granted to the top f ve key management personnel.
	(c) Please disclose the aggregate remuneration paid to the top f ve key management personnel (who are not Directors or the CEO).	For compe� � ve reasons and to maintain conf den� ality of staf remunera� on in the interests of the Company, the remunera� on details of the top f ve key management personnel, including the aggregate remunera� on paid to the top f ve key management personnel, are not disclosed.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
8.2	Related Employees Is there any employee who is a substantial shareholder of the Company, immediate family member of a Director or the CEO, or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during the last f nancial year? If so, please iden� fy the employee and specify the rela� onship with the relevant Director, substan� al shareholder or the CEO.	Mr Philip Chow Phee Liat is the brother of Ms Chow Hui Shien, the Company’s Deputy CEO and Execu� ve Director, and he is the Director of Malaysia Opera� ons for the Group. For FY2025, the remunera� on of Mr Philip Chow Phee Liat was between S$100,000 and S$150,000. Mdm Ng Choi Hong is a substan� al shareholder of the Company and the spouse of Mr Han Keen Juan, the Company’s Execu� ve Chairman and Execu� ve Director, and she is the Research and Development Execu� ve for the Group. For FY2025, the remunera� on of Mdm Ng Choi Hong was between S$150,000 and S$200,000.
8.3	Employee Share Scheme(s)	The Company had no employee share schemes in FY2025. The Company is of the view that performance bonus is suf cient to reward high-performing employees for the � me being, given the current nature and scope of the Group’s opera� ons and size. The RC will periodically review the Company’s remunera� on tools and assess if share-based incen� ve schemes should be adopted going forward, giving due considera� on to factors such as the prevailing market prac� ce, size and scope of the Group’s opera� ons and relevant costs and tax implica� ons.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
ACCOUNTABILITY AND AUDIT
RISK MANAGEMENT AND INTERNAL CONTROLS
9 9.1		Risk Governance by the Board	The Board is responsible for the governance of risk and sets the direc� on for the Group in the way risks are managed in the Group’s businesses and oversees the Management in the design, implementa� on and monitoring of the risk management and internal control system. The Board reviews the adequacy and ef ec� veness of the Company’s risk management and internal control systems, including f nancial, opera� onal, compliance and informa� on technology controls, at least annually. To assist the Board, the Board has established the risk management commi� ee (the “RMC”), a dedicated risk commi� ee at management level, headed by the Company’s Deputy CEO, Ms Chow Hui Shien, comprising management staf as its members. The RMC is responsible for reviewing and making recommenda� ons to the AC on the type and level of risks that the Group could undertake on an integrated basis to achieve its business strategies and the appropriate framework and policies for managing risks that are consistent with the Group’s risk appe� te. The RMC reviews all signif cant control policies and procedures and highlights any signif cant ma� ers to the AC. The RMC reports to the AC.

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TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide		Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		Iden� f ca� on of the Group’s risks Management of risks	The RMC meets on an ongoing basis to discuss opera� onal, business and strategic ma� ers and sets the risk tolerance thresholds which have been reviewed and approved by the Board and AC. During these mee� ngs, key projects and opera� onal risks are iden� f ed and discussed, along with proposed mi� ga� ng measures to address these risks to ensure they are mi� gated to an acceptable level. Follow-ups are then performed in subsequent mee� ngs to ensure mi� ga� ng ac� ons are executed. Any signif cant issues iden� f ed from these mee� ngs are brought to the a� en� on of the AC and subsequently the Board on at least a half-yearly basis. The Group has in place a structured and systema� c approach to risk management and aims to mi� gate the exposures through appropriate risk management strategies and internal controls, where parameters have been reviewed and approved by the Board on an annual basis. Risk management in the Group is a con� nuous, itera� ve and integrated process which has been incorporated into various planning, approval, execu� on, monitoring, review and repor� ng systems. The Group adopts a top-down as well as bo� om-up approach on risk management to ensure strategic, business, opera� onal, f nancial, repor� ng, compliance and informa� on technology risk exposures are iden� f ed and appropriately managed. At least once a year, the Group undertakes a formal enterprise-wide review of the adequacy and ef ec� veness of its risk management and internal control systems, including f nancial, opera� onal, compliance and informa� on technology controls. During this exercise, risk owners of the respec� ve departments review and update the risks and controls for their respec� ve areas. The result of this annual risk review is presented to the RMC, the AC and the Board to ensure enterprise risks are appropriately iden� f ed and managed such that residual risks are acceptable given the opera� onal nature of the business.

CORPORATE GOVERNANCE


TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
9.2	Conf rma� on of Internal Controls (a) In relation to the major risks faced by the Company, including f nancial, opera� onal, compliance, information technology and sustainability, please state the bases for the Board’s view on the adequacy and effectiveness of the Company’s internal controls and risk management systems.	The Board, with the concurrence of the AC, is of the view that the Company’s internal controls (including financial, operational, compliance and information technology controls) and risk management systems were adequate and ef ec� ve for FY2025. The bases for the Board’s view are as follows: 1 assurance has been received from the CEO and CFO (refer to Sec� on 9.2(b) of Table I); 2. both external and internal audits have been carried out by the EA and IA respec� vely, and signif cant ma� ers highlighted to the AC and key management personnel were appropriately addressed; 3. the RMC evaluates and monitors material risks and reports to the AC on a regular basis; 4. discussions were held between the AC and auditors in the absence of Management to review and address any poten� al concerns; 5. an enterprise risk management framework was established to iden� fy, manage and mi� gate signif cant risks; and 6. risk appe� te statements with tolerance limits have been approved by the Board to contain risks within acceptable levels. The system of internal controls and risk management policies established by the Company is designed to manage, rather than eliminate, the risk of failure in achieving the Company’s strategic objec� ves. The Board notes that no system of internal controls and risk management can provide absolute assurance in this regard, or absolute assurance against the occurrence of material errors, poor judgement in decision making, human error, losses, fraud or other irregulari� es.

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TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
	(b) In respect of the past 12 months, has the Board received assurance from the CEO and the CFO as well as the IA that: (i) the financial records have been properly maintained and the financial statements give a true and fair view of the Company’s operations and f nances; and (ii) the Company’s risk management and internal control systems are adequate and ef ec� ve? If not, how does the Board assure itself of points (i) and (ii) above?		Yes, the Board has obtained such assurance from the CEO and the CFO in respect of FY2025. The Board had additionally relied on IA reports in respect of, amongst others, information technology policies and procedures, informa� on technology general controls, and data classif ca� on and security as assurances that the Company’s risk management and internal control systems are adequate and ef ec� ve.
AUDIT COMMITTEE
10.1 10.2 10.3		Role of the AC	As at the date of this report, all members of the AC are Non-Execu� ve Directors, 2 of whom are independent and do not have any management and business rela� onships with the Company or any substan� al shareholder of the Company. None of the AC members were previous partners or directors of the Company’s external audit f rm within a period of two years commencing on the date of their ceasing to be a partner or director of the external audit f rm (if applicable), and none of the AC members hold any f nancial interest in the external audit f rm. The AC is guided by the key terms of reference, which includes: (i) reviewing the signif cant f nancial repor� ng issues and judgements to ensure the integrity of the f nancial statements of the Company and any formal announcements rela� ng to the Group’s f nancial performance;

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		(ii) reviewing and repor� ng to the Board at least annually on the adequacy and ef ec� veness of the Company’s internal controls, including financial, operational, compliance and informa� on technology controls. Review of the Company’s internal controls may be carried out with the assistance of externally appointed professionals; (iii) reviewing the assurance from the CEO and the CFO on the f nancial records and f nancial statements; (iv) reviewing the adequacy, ef ec� veness, independence, scope and results of the external audit and internal audit func� on, which includes: a. reviewing the audit plan of the external auditor, including the nature and scope of the audit, before the audit commences; b. reviewing the results of external audit, in par� cular their audit report and their management le� er, and Management’s response thereto; c. reviewing the independence of the external auditor annually and where the external auditor also provide a substan� al volume of non-audit services to the Company, keep the nature and extent of such service under review, seeking to maintain objec� vity; d. reviewing the co-opera� on given by the Company’s of cers to the external auditor; e. making recommenda� ons to the Board on the proposals to shareholders on the appointment, re-appointment and removal of the external auditor, and approving the remunera� on and terms of the engagement of the external auditor; f. approval of the hiring, removal, evalua� on and compensa� on of the head of the internal audit func� on or the accoun� ng/audi� ng f rm or corpora� on to which the internal audit func� on is outsourced;

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TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		g. reviewing whether the internal audit function is adequately resourced, is independent of the ac� vi� es it audits, and has appropriate standing within the Company. The internal audit func� on can either be in-house, outsourced to a reputable accoun� ng/audi� ng f rm, or performed by a major shareholder, holding company, parent company or controlling enterprise with an internal audit staf ; h. reviewing, at least annually, the adequacy and ef ec� veness of the Company’s internal audit func� on; and i. mee� ng with the external auditor, and the internal auditor, in each case without the presence of Management, at least annually; (v) reviewing the policy and arrangements by which concerns about possible improprie� es in f nancial repor� ng or other ma� ers can be safely raised, independently inves� gated and appropriately followed up on; (vi) commissioning and reviewing the f ndings of internal inves� ga� ons into ma� ers where there is suspicion of fraud or irregularity or failure of internal controls or infringement of any Singapore law, rule or regula� on, which has or is likely to have a material impact on the Company and the Group’s opera� ng results and/or f nancial posi� on; and (vii) generally, performing such other func� ons and du� es as may be required by the relevant laws or provisions of the Catalist Rules and the Code (as may be amended from � me to � me).

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE

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Principle / Provision of the Code, the PG, and/or the Guide		Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
		Whistle Blowing Policy	The Company has in place a whistle blowing policy which has been communicated to all employees and is available on its website. Whistle blowing reports made in good faith are independently inves� gated by either the Chairman of the RMC or Chairman of the AC, depending on the nature of the complaint. The Company’s staf and any other persons may, in conf dence and without fear of reprisals, detrimental or unfair treatment, raise concerns about possible improprie� es in ma� ers of f nancial repor� ng or other ma� ers, by submi� ng a whistle blowing report to the Chairman of the AC at the following email address:[email protected] the Chairman of the AC has access to this email address. The AC is responsible for the oversight and monitoring of whistle blowing. Following thorough inves� ga� on and evalua� on of the whistle-blowing complaint, the AC Chairman shall report to the Board on whistle-blowing complaints which may have a material impact on the Company’s f nancial statements, internal controls or risk management. The ac� on determined by the AC to be appropriate shall be brought to the Board for authorisa� on and implementa� on respec� vely. The Group objects to and does not condone any retaliatory ac� on taken against any employee or external party who has f led a complaint alleging possible improprie� es and may ins� tute disciplinary ac� on as it deems appropriate, against any employee or person found to have taken such retaliatory ac� on. Every ef ort will be made to protect the complainant’s iden� ty. The iden� ty of the complainant shall be conf den� al save where: a. the iden� ty of the complainant, in the opinion of the AC, is material to any inves� ga� on; b. it is required by law, or by the order or direc� ve of a court of law, regulatory body or such other body that has the jurisdic� on and authority of the law to require such iden� ty to be revealed; c. the AC with the concurrence of the Board of Directors opined that it would be in the best interests of the Group to disclose the iden� ty; and/or d. it is determined unanimously by the AC that the complaint was frivolous, in bad faith, or in abuse of these policies and procedures and lodged with malicious or mischievous intent.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
10.2	Qualif ca� on of the AC members	Yes. The Board considers Mr Tan Han Beng, who has extensive and prac� cal accoun� ng and f nancial management knowledge and experience, well qualif ed to chair the AC. All members of the AC also have recent and relevant experience in accoun� ng and f nancial management. The members of the AC collec� vely have many years of strong accoun� ng and related f nancial management expertise and experience and are appropriately qualified to discharge their responsibili� es.
10.4	Internal Audit Func� on	The Company’s internal audit func� on is outsourced to In.Corp Business Advisory Pte. Ltd. that reports directly to the AC Chairman and administra� vely to Management. The AC is responsible for the hiring, removal, evalua� on and compensa� on of the accoun� ng or audi� ng f rm or corpora� on which the internal audit func� on of the Company is outsourced to. The AC reviews and approves the internal audit plan to ensure the adequacy of the scope of audit. The internal audit plan complements that of the EA and together forms a robust risk-based audit approach to facilitate the AC’s review of the adequacy and ef ec� veness of the Group’s risk management and internal control systems. The AC is sa� sf ed that the IA is able to discharge its du� es ef ec� vely as the IA:  is adequately qualif ed, given that it is a member of the Ins� tute of Internal Auditors and it adheres to the Standards for the Professional Prac� ce of Internal Audi� ng laid down in the Interna� onal Professional Prac� ces Framework issued by the Ins� tute of Internal Auditors;  is adequately resourced as there is a team of six members assigned to the Company’s internal audit, led by Ms Ruby Rouben who has more than 15 relevant years of diverse audit experience; and  has the appropriate standing in the Company, given,inter alia, its involvement in certain AC mee� ngs and its unfe� ered access to all the Group’s documents, records, proper� es and personnel, including direct access to the AC.

CORPORATE GOVERNANCE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
10.5	Met Auditors in Management’s Absence	The AC has met together with the IA and the EA once, in the absence of Management, in FY2025.
11.1	Shareholders’ Par� cipa� on at General Mee� ngs	Shareholders are en� tled to a� end the general mee� ngs and are af orded the opportunity to par� cipate ef ec� vely in and vote at general mee� ngs. An independent polling agent is appointed by the Company for general mee� ngs who will explain the rules, including the vo� ng procedures that govern the general mee� ngs of shareholders.
	Appointment of Proxies	The Company’s Cons� tu� on allows a shareholder to appoint up to two proxies to a� end and vote in the shareholder’s place at the general mee� ngs. Pursuant to the mul� ple proxies regime introduced by the Companies (Amendment) Act 2014, indirect investors who hold the Company’s shares through a nominee company or custodian bank or through a Central Provident Fund agent bank may a� end and vote at general mee� ngs. Specif ed intermediaries, such as banks and capital markets services licence holders which provide custodial services, may appoint more than two proxies.
11.2	Bundling of Resolu� ons	Resolu� ons requiring shareholders’ approval are tabled separately for adop� on at the Company’s general mee� ngs unless they are closely related and are more appropriately tabled together. The reasons for, and material implica� ons of bundling of resolu� ons will be set out in the circulars sent out.
11.3	Directors’ A� endance	The Company requires all Directors (including the Chairman of the Board and the respec� ve chairman of the Board Commi� ees) to be present at all general mee� ngs, save for exigencies. The EA is also required to be present to address shareholders’ queries about the conduct of audit and the prepara� on and content of the independent auditor’s report. There was only one general mee� ng held during FY2025, which all the Directors a� ended.
11.4	Absen� a Vo� ng	The Company’s Cons� tu� on allows for absen� a vo� ng, including but not limited to the vo� ng by mail, electronic mail or facsimile.

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TABLE I - COMPLIANCE WITH THE CODE

TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE	TABLE I - COMPLIANCE WITH THE CODE
Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
11.5	Publica� on of Minutes	All minutes of general mee� ngs will be made available to shareholders via SGXNET and the Company’s corporate website within one month a� er the general mee� ng. Substan� al and relevant comments or queries raised by shareholders in rela� on to the mee� ng agenda and the responses from the Board and/or Management will be recorded in the minutes.
11.6	Dividend Policy (a) Does the Company have a dividend policy?	The Company does not have a f xed dividend policy to maintain f exibility in a rapidly changing business environment. Nonetheless, key management personnel will review,inter alia, the Group’s performance in the relevant f nancial period, projected capital needs and working capital requirements and make appropriate recommenda� ons to the Board on dividend declara� on.
	(b) Is the Company paying dividends for the f nancial year? If not, please explain why.	The Board has proposed a f nal one-� er tax exempt dividend of 1.0 Singapore cent per ordinary share for FY2025 which will be subject to shareholders’ approval at the forthcoming AGM. The Company has paid an interim dividend of 1.0 Singapore cent per ordinary share for 1H2025 on 20 December 2024. The total dividend for FY2025, if the f nal dividend is approved at the forthcoming AGM, amounts to 2.0 Singapore cents per ordinary share.
ENGAGEMENT WITH SHAREHOLDERS
12.1 12.2 12.3 13.3	Communica� on with Shareholders (a) Does the Company regularly communicate with shareholders and a� end to their ques� ons? How o� en does the Company meet with institutional and retail investors?	The Company solicits feedback from and addresses the concerns of shareholders (including ins� tu� onal and retail investors) via the general mee� ngs held during the f nancial year. Informa� on is also disseminated to shareholders and investors on a � mely basis through: (i) annual reports and no� ces of general mee� ngs issued to all shareholders; and (ii) half-year and full-year announcements of f nancial results and other announcements or press releases through the SGXNET. In addi� on, if the need arises, the Company may organise media/analyst brief ngs to enable be� er apprecia� on of the Group’s performance and developments, which will also act as a pla� orm to maintain regular dialogue with its shareholders as well as to solicit and understand the views of shareholders and poten� al investors.

CORPORATE GOVERNANCE

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide	Company’s Compliance or Explana� on
	(b) Is this done by a dedicated investor relations team (or equivalent)? If not, who performs this role?	The Company does not have a dedicated investor rela� ons team. The Company’s CEO and CFO are responsible for the Company’s communica� on with its shareholders. The Company will consider the appointment of a professional investor rela� ons of cer to manage the func� on should the need arise.
	(c) How does the Company keep shareholders informed of corporate developments, apart from SGXNET announcements and the annual report?	Apart from the SGXNET announcements and its annual report, the Company updates shareholders on its corporate developments through its corporate website ath� ps://www.oldchangkee.com/and its investor rela� ons webpage ath� p://oldchangkee.listedcompany.com/home.html.All materials presented in general mee� ngs are uploaded on the SGXNET. For enquiries and all other ma� ers, shareholders and all other par� es can contact the Company at the contact details set out on the Company’s corporate website. The Company currently does not have an investor rela� ons policy but considers advice from its con� nuing sponsor, corporate lawyers and professionals on appropriate disclosure requirements before announcing material informa� on to shareholders. The stakeholders within the Company (e.g. the board, management and the personnel in charge of investor rela� ons) will work together on a coordinated approach to investor engagement.

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Principle / Provision of the Code, the PG, and/or the Guide	Descrip� on of the principle / provision of the Code, the PG and/or the Guide		Company’s Compliance or Explana� on
MANAGING STAKEHOLDERS RELATIONSHIP
ENGAGEMENT WITH STAKEHOLDERS
13.1 13.2		Stakeholders Management	The Company undertakes an annual review in iden� fying its material stakeholders, which include our customers, employees, suppliers, investors, government ins� tu� ons and communi� es, and engages them as and when required. In par� cular, the Group places a strong focus on corporate social responsibility (“CSR”) which involves the local community and have engaged in many CSR ac� vi� es over the past year. It also assesses the material environmental, social and governance factors that af ects the Group such as enterprise risk management, environmental compliance and customer health and safety. The Company will publish its standalone FY2025 Sustainability Report containing further details on the Company’s sustainable prac� ces, on or about 11 July 2025 and the same will be uploaded on the Company’s website as well as on SGXNET. In def ning the Company’s sustainability repor� ng content, the Company will apply the principles of the Global Repor� ng Ini� a� ve (“GRI”) by considering the Group’s ac� vi� es, impact and substan� ve expecta� ons and interests of its stakeholders. The Company will observe a total of four principles, namely materiality, stakeholder inclusiveness, sustainability index and completeness. For repor� ng quality, the Company will observe the principles of balance, comparability, accuracy, � meliness, clarity and reliability. The Sustainability Report will be on a “comply or explain” basis in accordance with Rule 711B and Prac� ce Note 7F of the Catalist Rules. In accordance with the GRI’s emphasis on materiality, the Sustainability Report will highlight the key economic, environmental, social and governance related ini� a� ves carried out throughout the 12-month period from 1 April 2024 to 31 March 2025.

CORPORATE GOVERNANCE

TABLE II - COMPLIANCE WITH CATALIST RULES	TABLE II - COMPLIANCE WITH CATALIST RULES
Rule	Rule Descrip� on	Company’s Compliance or Explana� on
710A(2)	Board diversity policy	The Company has in place a Board Diversity Policy which sets out its approach to achieve diversity on the Board. In terms of the composi� on of the Board, the Company seeks to have a Board that comprises an appropriate mix of members with complementary skills, core competencies and experience for the Company and its subsidiaries. Further details of the Board Diversity Policy are available on the Company’s website at h� p://oldchangkee.listedcompany.com/board-diversity-policy.html. Please also refer to the informa� on rela� ng to Board Composi� on above describing the diversity of the Board and the targets for diversity under the Board Diversity Policy, which are set out under Table I of this report. As stated in Table I, each of the targets determined in the Board Diversity Policy has been achieved. At present, the Board comprises 33% females and 17% of a minority race. The Non-Execu� ve Directors also complement the Execu� ves Directors’ deep exper� se in the food and beverage industry with their diverse knowledge in important areas such as corporate governance, legal ma� ers and public policy-making. The Board plans to ensure that such diversity of knowledge and experience con� nue in the years ahead. The Board and the NC reviews the board composi� on annually in accordance with the Board Diversity Policy.
720(5)	Information relating to Directors seeking re-elec� on	Please refer to the informa� on rela� ng to the Directors seeking re-elec� on as per Appendix 7F of the Catalist Rules, which are set out in Table III of this report.
1204(6)(a)	Non-audit fees (a) Please provide a breakdown of the fees paid in total to the EA for audit and non-audit services for the f nancial year.	*Table 1204(6)(a) – Fees Paid/Payable to the EA for FY2025* S$’000 % of total Audit fees 119 86 Non-audit Fees 20 14 Total 139 100

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Rule	Rule Descrip� on	Company’s Compliance or Explana� on
1204(6)(b)	Conf rma� on by AC (b) If the EA have supplied a substan� al volume of non-audit services to the Company, please state the bases for the AC’s view on the independence of the EA.	The non-audit services rendered during FY2025 were not material, as the percentage of non-audit fees over audit fees amounted to only 17%. The AC has undertaken a review of all non-audit services provided by the EA, and these services would not, in the AC’s opinion, affect the independence of the EA.
1204(6)(c)	Appointment of Auditors	Ernst & Young LLP is the auditor of the Company and the Company’s Singapore incorporated subsidiary. The overseas subsidiaries and associated companies are not considered signif cant as def ned under Rule 718 of the Catalist Rules. The Company conf rms its compliance with Rules 712 and 715 of the Catalist Rules.
1204(8)	Material Contracts	Other than those disclosed in the Directors’ Statement and the Financial Statements, there were no material contracts entered into by the Group involving the interest of the CEO, any Director, or controlling shareholder, which are either s� ll subsis� ng at the end of FY2025 or if not then subsis� ng, entered into since the end of the previous f nancial year.
1204(10)	Adequacy of Internal Controls	Please refer to the conf rma� on provided by the Board in Sec� on 9.2 of Table I.
1204(10C)	Adequacy of Internal Audit Func� on	The AC is of the opinion that the internal audit func� on is independent, ef ec� ve and adequately resourced.
1204(17)	Interested Person Transac� ons (“*IPT*”)	The Group has procedures governing all IPTs to ensure that they are properly documented and reported on in a � mely manner to the AC and that they are carried out on normal commercial terms and are not prejudicial to the interests of the Company and its minority shareholders, in accordance with the internal controls set up by the Company on dealing with IPTs. In the event that a member of the AC is involved in any IPT, he/she will abstain from reviewing that par� cular transac� on. There were no IPTs with value more than S$100,000 transacted during FY2025.

CORPORATE GOVERNANCE

TABLE II - COMPLIANCE WITH CATALIST RULES

TABLE II - COMPLIANCE WITH CATALIST RULES	TABLE II - COMPLIANCE WITH CATALIST RULES	TABLE II - COMPLIANCE WITH CATALIST RULES
Rule	Rule Descrip� on	Company’s Compliance or Explana� on
1204(19)	Dealing in Securi� es	The Company has adopted an internal policy which prohibits the Directors and of cers from dealing in the securi� es of the Company while in possession of price-sensi� ve informa� on which is not available to the public. The Company, its Directors and of cers are also discouraged from dealing in the Company’s securi� es on short term considera� ons and are prohibited from dealing in the Company’s securi� es during the period beginning one month before the announcement of the Company’s half-year and full-year f nancial statements respec� vely, and ending on the date of the announcement of the relevant results. The Company will also send a memorandum prior to the commencement of each of the aforemen� oned periods as a reminder to the Directors, of cers, relevant employees and associates to ensure that they comply with Rule 1204(19) of the Catalist Rules.
1204(21)	Non-sponsor Fees	No non-sponsor fees were paid/payable to the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. for FY2025.
1204(22)	Use of IPO Proceeds	There are no outstanding proceeds raised from IPO or any of erings pursuant to Chapter 8 of the Catalist Rules.

Please refer to the table below for addi� onal informa� on on Directors to be re-elected at the forthcoming AGM:

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
Date of appointment announcement (“Previous Announcement”)	25 July 2019	24 October 2019
Any changes to the Previous Announcement?	See below	See below

ANNUAL REPORT 2025 69

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng			Hawazi Bin Daipi
	Changes to the Previous Announcement, if applicable
Designa� on	Lead Independent Director			Independent Director
Date of appointment	25 July 2019			24 October 2019
Date of last re-appointment	28 July 2022			28 July 2022
Age	49			71
Country of principal residence	Singapore			Singapore
Academic qualif ca� ons	 Bachelor of Accountancy			 University of Singapore – BA (Honours)  Ins� tute of Educa� on - Diploma-in-Educa� on
Professional memberships/ qualif ca� ons	 Member of the Institute of Singapore Chartered Accountants since July 2013			 Nil
			Current directorships
Public companies	 Old Chang Kee Ltd.			 Old Chang Kee Ltd.  Hor Kew Corpora� on Limited
Private companies	 Nil			 Nil
		Past directorships (in the last 5 years)
Public companies	 Challenger Technologies Limited  Don Agro Interna� onal Limited			 Nil
Private companies	 Nil			 Mini Environment Service Pte Ltd

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
Principal commitments1	UOB Kay Hian - Senior Vice President, Corporate Finance	 Non-Executive Chairman of Hor Kew Corpora� on Limited  Non-Resident Singaporean Representa� ve to the Pales� nian Na� onal Authority  Non-Resident Singaporean High Commissioner to the Republic of Ghana  Singapore Press Holdings Founda� on Limited – Board Member  Middle East Ins� tute, Na� onal University of Singapore – Board Member
Shareholding interest in the Company and its subsidiaries	Nil	Nil
The Board’s comments on this appointment (including ra� onale, selec� on criteria, board diversity considerations, and the search and nomination process) 1	The Nominating Committee, having evaluated Mr Tan Han Beng’s qualifications and work experience, has recommended the re-appointment of Mr Tan Han Beng as an Independent Director of the Company. The Board of Directors has accepted the recommenda� on of the Nomina� ng Commi� ee and approved Mr Tan Han Beng’s re-appointment. The Board considers Mr Tan Han Beng to be independent for the purposes of Rule 704(7) of the Catalist Rules.	The Nominating Committee, having evaluated Mr Hawazi Bin Daipi’s qualifications and work experience, has recommended the re-appointment of Mr Hawazi Bin Daipi as an Independent Director of the Company. The Board of Directors has accepted the recommenda� on of the Nomina� ng Commi� ee and approved Mr Hawazi Bin Daipi’s re-appointment. The Board considers Mr Hawazi Bin Daipi to be independent for the purposes of Rule 704(7) of the Catalist Rules.

1 The term “principal commitments” shall include all commitments which involve signifi cant � me commitment such as full-� me occupa� on, consultancy work, commi� ee work, non-listed company board representa� ons and directorships and involvement in non-profi t organisa� ons. Where a director sits on the boards of non-ac� ve related corpora� ons, those appointments are not normally considered principal commitments.

ANNUAL REPORT 2025 71

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director	to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
Whether appointment is execu� ve, and if so, the area of responsibility	Non-execu� ve	Non-execu� ve
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)	Lead Independent Non-Executive Director, AC Chairman, NC and RC member	Independent Non-Execu� ve Director, RC and NC Chairman, and AC member
Working experience and occupation(s) during the past 10 years	Present  UOB Kay Hian - Senior Vice President, Corporate Finance Past  25 March 2019 to 3 May 2019 Serrano Limited – Chief Execu� ve Of cer  1 July 2014 to 31 December 2018 PrimePartners Corporate Finance Pte Ltd – Registered Professional, Continuing Sponsorship (Corporate Finance)	Present  Non-Executive Chairman of Hor Kew Corpora� on Limited  Non-Resident Singaporean Representa� ve to the Pales� nian Na� onal Authority  Non-Resident Singaporean High Commissioner to the Republic of Ghana  Singapore Press Holdings Founda� on Limited – Board Member  Middle East Ins� tute, Na� onal University of Singapore – Board Member Past  Senior Parliamentary Secretary for Ministry of Educa� on (up to Sept 2015)  Senior Parliamentary Secretary for Manpower (up to Sept 2015)  Chairman, Sembawang Town Council (up to Aug 2015)  Member of Parliament, Sembawang Group Representa� ve Cons� tuency (up to Aug 2015)

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
Any rela� onship (including immediate family member relationships) with any existing director, existing executive officer, the Company and/or substantial shareholder of the Company or any of its principal subsidiaries	No	No
Conf ict of Interest (including any compe� ng business)	No	No
Undertaking (in the format set out in Appendix 7H) under Rule 720(1) submi� ed to the Company?	Yes	Yes
	*The general statutory disclosures of the Directors are as follows:*
(a) Whether at any time during the last 10 years, an applica� on or a pe� � on under any bankruptcy law of any jurisdic� on was f led against him or against a partnership of which he was a partner at the � me when he was a partner or at any � me within 2 years from the date he ceased to be a partner?	No	No

ANNUAL REPORT 2025 73

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
(b) Whether at any � me during the last 10 years, an applica� on or a pe� � on 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 execu� ve, at the � me when he was a director or an equivalent person or a key execu� ve of that en� ty or at any � me within 2 years from the date he ceased to be a director or an equivalent person or a key execu� ve of that en� ty, for the winding up or dissolu� on of that en� ty or, where that en� ty is the trustee of a business trust, that business trust, on the ground of insolvency?	No	No
(c) Whether there is any unsa� sf ed judgement against him?	No	No
(d) Whether he has ever been convicted of any of ence, 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

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
(e) Whether he has ever been convicted of any of ence, 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, judgement 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 allega� on of fraud, misrepresenta� on or dishonesty on his part?	No	No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any en� ty or business trust?	No	No

ANNUAL REPORT 2025 75

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
(h) Whether he has ever been disqualif ed from ac� ng 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 en� ty or business trust?	No	No
(i) Whether he has ever been the subject of any order, judgement or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business prac� ce or ac� vity?	No	No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the af airs of: - (a) any corporation which has been inves� gated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or (b) any en� ty (not being a corpora� on) which has been investigated for a breach of any law or regulatory requirement governing such en� � es in Singapore or elsewhere; or	No	No

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
(c) any business trust which has been inves� gated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or (d) any en� ty or business trust which has been inves� gated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere in connec� on with any ma� er occurring or arising during that period when he was so concerned with the en� ty or business trust?
(k) Whether he has been the subject of any current or past inves� ga� on 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

ANNUAL REPORT 2025 77

CORPORATE GOVERNANCE

	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION	TABLE III – INFORMATION RELATING TO DIRECTORS SEEKING RE-ELECTION
	Name of Director to be re-elected
	Tan Han Beng	Hawazi Bin Daipi
	Prior Experience as a Director of a Listed Company on the Exchange
Any prior experience as a director of an issuer listed on the Exchange?	Not applicable. This relates to the re-elec� on of a director.	Not applicable. This relates to the re-elec� on of a director.
A� ended or will be a� ending training on the roles and responsibili� es of a director of a listed issuer as prescribed by the Exchange?	N.A	N.A
Please provide details of relevant experience and the NC’s reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable).	N.A	N.A

N.A – Not Applicable

DIRECTORS’ STATEMENT

The Directors are pleased to present their statement to the members together with the audited consolidated fi nancial statements of Old Chang Kee Ltd. (the “Company”) and its subsidiaries (collec� vely, the “Group”) and the balance sheet and statement of changes in equity of the Company for the fi nancial year ended 31 March 2025.

1. Opinion of the Directors

In the opinion of the Directors,

(a) the consolidated fi nancial statements of the Group and the balance sheet and statement of changes in equity of the Company are drawn up so as to give a true and fair view of the fi nancial posi� on of the Group and of the Company as at 31 March 2025 and the fi nancial performance, changes in equity and cash fl ows of the Group and changes in equity of the Company for the year ended on that date; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

2. Directors

The Directors of the Company in offi ce at the date of this statement are:

Mr Han Keen Juan Mr Lim Tao-E William Ms Chow Hui Shien Mr Tan Han Beng Ms Audrey Yap Su Ming Mr Hawazi Bin Daipi

3. Arrangements to enable Directors to acquire shares and debentures

Except as described in this statement, neither at the end of nor at any � me during the fi nancial 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 benefi ts by means of the acquisi� on of shares or debentures of the Company or any other body corporate.

ANNUAL REPORT 2025 79

DIRECTORS’ STATEMENT

4. Performance shares

The Company does not have any employee share op� on scheme or op� ons outstanding.

5. Directors’ interests in shares and debentures

The following Directors who held offi ce at the end of the fi nancial year had, according to the register of Directors’ shareholdings required to be kept under Sec� on 164 of the Companies Act 1967, an interest in shares of the Company and related corpora� ons (other than wholly-owned subsidiaries) as stated below:

	Direct	interest	Deemed	interest
	At the	At the	At the	At the
	beginning of the	end of the	beginning of the	end of the
Name of Director	f nancial year	f nancial year	f nancial year	f nancial year
Ordinary shares of the Company Old Chang Kee Ltd. (‘000)
Han Keen Juan	71,136	71,136	8,892	8,892
Lim Tao-E William	8,892	8,892	–	–
Chow Hui Shien	81	81	–	–
Ordinary shares of a Joint Venture Old Chang Kee UK Limited (‘000)
Han Keen Juan	100*	100*	–	–
Lim Tao-E William	100*	100*	–	–
Chow Hui Shien	100*	100*	–	–

These shares are held in trust by the Directors on behalf of the Company.

There was no change in any of the above-men� oned interests in the Company between the end of the fi nancial year and 21 April 2025.

Except as disclosed in this statement, no Director who held offi ce at the end of the fi nancial year had interests in shares, share op� ons, warrants or debentures of the Company, or of related corpora� ons, either at the beginning or at the end of the fi nancial year.

DIRECTORS’ STATEMENT

6. Audit commi� ee

The Audit Commi� ee (the “AC”) carried out its func� ons in accordance with Sec� on 201B (5) of the Companies Act 1967.

The AC, having reviewed all non-audit services provided by the external auditors to the Group, is sa� sfi ed that the nature and extent of such services would not aff ect the independence of the external auditors. The AC has also conducted a review of interested person transac� ons.

The AC convened four mee� ngs during the fi nancial year with full a� endance from all members. The AC has also met with the internal and external auditors, without the presence of the Company’s management, at least once a year.

Further details regarding the AC are disclosed in the Report on Corporate Governance.

The AC is sa� sfi ed with the independence and objec� vity of the external auditor and has recommended to the Board of Directors that the auditor, Ernst & Young LLP, be nominated for re-appointment as auditor at the forthcoming Annual General Mee� ng of the Company.

In appoin� ng our auditors for the Company and its subsidiaries, the Company has complied with Rules 712 and 715 of the Catalist Rules.

7. Auditor

Ernst & Young LLP have expressed their willingness to accept reappointment as auditor.

On behalf of the Board of Directors:

Han Keen Juan Director

Lim Tao-E William Director

23 June 2025

ANNUAL REPORT 2025 81

INDEPENDENT AUDITOR’S REPORT

To the Members of Old Chang Kee Ltd.

Report on the audit on the fi nancial statements

Opinion

We have audited the fi nancial statements of Old Chang Kee Ltd. (the “Company”) and its subsidiaries (collec� vely, the “Group”), which comprise the balance sheets of the Group and the Company as at 31 March 2025, the statements of changes in equity of the Group and the Company and the consolidated statement of comprehensive income and consolidated cash fl ow statement of the Group for the year then ended, and notes to the fi nancial statements, including material accoun� ng policy informa� on.

In our opinion, the accompanying consolidated fi nancial statements of the Group, the balance sheet and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act 1967 (the “Act”) and Singapore Financial Repor� ng Standards (Interna� onal) (“SFRS(I)”) so as to give a true and fair view of the consolidated fi nancial posi� on of the Group and the fi nancial posi� on of the Company as at 31 March 2025 and of the consolidated fi nancial performance, consolidated changes in equity and consolidated cash fl ows of the Group and the changes in equity of the Company for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Singapore Standards on Audi� ng (“SSAs”). Our responsibili� es under those standards are further described in the Auditor’s Responsibili� es for the Audit of the Financial Statements sec� on of our report. We are independent of the Group in accordance with the Accoun� ng and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accoun� ng En� � es (“ACRA Code”) together with the ethical requirements that are relevant to our audit of the fi nancial statements in Singapore, and we have fulfi lled our other ethical responsibili� es in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Key Audit Ma� ers

Key audit ma� ers are those ma� ers that, in our professional judgement, were of most signifi cance in our audit of the fi nancial statements of the current period. These ma� ers were addressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these ma� ers. For the ma� er below, our descrip� on of how our audit addressed the ma� er is provided in that context.

We have fulfi lled our responsibili� es described in the Auditor’s Responsibili� es for the Audit of the Financial Statements sec� on of our report, including in rela� on to the ma� er. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the fi nancial statements. The results of our audit procedures, including the procedures performed to address the ma� ers below, provide the basis for our audit opinion on the accompanying fi nancial statements.

INDEPENDENT AUDITOR’S REPORT

To the Members of Old Chang Kee Ltd.

Key Audit Ma� ers (cont’d)

Impairment of property, plant and equipment and right-of-use assets

As at 31 March 2025, the Group has property, plant and equipment and right-of-use assets of $15,256,000 and $19,328,000, respec� vely. As disclosed in Note 11 to the fi nancial statements, in considera� on of the opera� ng performance of the Group’s cash genera� ng units (“CGUs”), management has iden� fi ed impairment indicators for certain CGUs i.e., loss-making outlets in Singapore. The total carrying amount of these CGUs’ property, plant and equipment and right-of-use assets subjected to the es� ma� on of recoverable amount and before current year impairment, is $116,000. The Group has determined the recoverable amount of these CGUs based on their value in use derived from management’s cash fl ow projec� ons. Based on the outcome of this impairment assessment, no impairment loss has been recognised on the property, plant and equipment and right-of-use assets during the current fi nancial year.

Management’s iden� fi ca� on of impairment indicators and recoverable amount assessment of the aforemen� oned CGUs are signifi cant to our audit due to the magnitude of the carrying amount of the assets being tested for impairment, the heightened level of es� ma� on uncertainty associated with the current market and economic condi� ons, and it involved signifi cant management judgment. Accordingly, we have iden� fi ed this as a key audit ma� er.

Our audit procedures included, amongst others, reviewing management’s iden� fi ca� on of impairment indicators for the Group’s property, plant and equipment and right-of-use assets and their es� ma� on of the value in use of the relevant CGUs based on historical and expected future fi nancial performance. We assessed the reasonableness of management’s key assump� ons used in es� ma� ng the value in use of these CGUs, such as discount rate, growth rate, budgeted revenue and budgeted costs taking into considera� on management’s plan to address the current business challenges. We evaluated the robustness of management’s budge� ng process by comparing the actual results to previously forecasted results and performed sensi� vity analyses on key assump� ons for alterna� ve possible scenarios. Our internal valua� on specialist assisted us in evalua� ng management’s discount rate by comparing against external data. Where applicable, we also reviewed the fair value less costs of disposal of the respec� ve assets in our review of management’s determina� on of the recoverable value of the assets.

We reviewed the adequacy and appropriateness of the disclosures set out in Property, plant and equipment (Note 11) and Right-of-use assets (Note 28) to the

Other Informa� on

Management is responsible for other informa� on. The other informa� on comprises the informa� on included in the annual report, but does not include the fi nancial statements and our auditor’s report thereon.

Our opinion on the fi nancial statements does not cover the other informa� on and we do not express any form of assurance conclusion thereon.

In connec� on with our audit of the fi nancial statements, our responsibility is to read the other informa� on and, in doing so, consider whether the other informa� on is materially inconsistent with the fi nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other informa� on, we are required to report that fact. We have nothing to report in this regard.

ANNUAL REPORT 2025 83

INDEPENDENT AUDITOR’S REPORT

To the Members of Old Chang Kee Ltd.

Responsibili� es of Management and Directors for the Financial Statements

Management is responsible for the prepara� on of fi nancial 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 accoun� ng controls suffi cient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposi� on; and transac� ons are properly authorised and that they are recorded as necessary to permit the prepara� on of true and fair fi nancial statements and to maintain accountability of assets.

In preparing the fi nancial statements, management is responsible for assessing the Group’s ability to con� nue as a going concern, disclosing, as applicable, ma� ers related to going concern and using the going concern basis of accoun� ng unless management either intends to liquidate the Group or to cease opera� ons, or has no realis� c alterna� ve but to do so.

The directors’ responsibili� es include overseeing the Group’s fi nancial repor� ng process.

Auditor’s Responsibili� es for the Audit of the Financial Statements

Our objec� ves are to obtain reasonable assurance about whether the fi nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infl uence the economic decisions of users taken on the basis of these fi nancial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scep� cism throughout the audit. We also:

Iden� fy and assess the risks of material misstatement of the fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient and appropriate to provide a basis for our opinion. The risk of not detec� ng a material misstatement resul� ng from fraud is higher than for one resul� ng from error, as fraud may involve collusion, forgery, inten� onal omissions, misrepresenta� ons, 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 eff ec� veness of the Group’s internal control.
Evaluate the appropriateness of accoun� ng policies used and the reasonableness of accoun� ng es� mates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accoun� ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi� ons that may cast signifi cant doubt on the Group’s ability to con� nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a� en� on in our auditor’s report to the related disclosures in the fi nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or condi� ons may cause the Group to cease to con� nue as a going concern.

INDEPENDENT AUDITOR’S REPORT

To the Members of Old Chang Kee Ltd.

Auditor’s Responsibili� es for the Audit of the Financial Statements (cont’d)

Evaluate the overall presenta� on, structure and content of the fi nancial statements, including the disclosures, and whether the fi nancial statements represent the underlying transac� ons and events in a manner that achieves fair presenta� on.
Plan and perform the group audit to obtain suffi cient appropriate audit evidence regarding the fi nancial informa� on of the en� � es or business ac� vi� es within the Group as a basis for forming an opinion on the consolidated fi nancial statements. We are responsible for the direc� on, supervision and review of the audit work performed for the purpose of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other ma� ers, the planned scope and � ming of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies in internal control that we iden� fy 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 rela� onships and other ma� ers that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the ma� ers communicated with the directors, we determine those ma� ers that were of most signifi cance in the audit of the fi nancial statements of the current period and are therefore the key audit ma� ers. We describe these ma� ers in our auditor’s report unless law or regula� on precludes public disclosure about the ma� er or when, in extremely rare circumstances, we determine that a ma� er should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefi ts of such communica� on.

Report on Other Legal and Regulatory Requirements

In our opinion, the accoun� ng and other records required by the Act to be kept by the Company and by those subsidiary corpora� ons 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 resul� ng in this independent auditor’s report is Sharon Peh.

Ernst & Young LLP Public Accountants and Chartered Accountants Singapore 23 June 2025

ANNUAL REPORT 2025

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the Financial Year ended 31 March 2025

Note Revenue 4 Cost of sales Gross prof t Other items of income Interest income on short-term deposits Other income 5 Other items of expense Selling and distribu� on expenses Administra� ve expenses Finance costs 6 Other expenses 7 Prof t before tax and share of results of joint venture 8 Share of results of joint venture Prof t before tax Income tax expense 9 Prof t for the year Other comprehensive income Item that may be reclassif ed subsequently to prof t or loss Exchange dif erences on transla� ng foreign opera� ons Other comprehensive income for the year, net of tax Total comprehensive income for the year a� ributable to owners of the Company Earnings per share a� ributable to owners of the Company (cents per share) Basic 10 Diluted 10	2025 $’000	2024 $’000
	101,952 (31,364) 70,588 1,339 1,858 (40,746) (16,718) (1,229) (1,649) 13,443 – 13,443 (2,095) 11,348 126 126 11,474 9.35 9.35	100,953 (32,722)
		68,231 1,080 2,203 (39,833) (16,305) (1,088) (1,786)
		12,502 –
		12,502 (2,834)
		9,668
		12
		12
		9,680
		7.97
		7.97

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

BALANCE SHEETS

As at 31 March 2025

Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
15,256 19,328 191 – – 346 2,481 37,602 1,028 433 1,051 1,061 – 52,438 2,500 58,511	15,981 22,178 241 – – 12 2,512 40,924 1,624 991 1,022 903 – 44,098 2,500 51,138	– – – 5,640 – 18 – 5,658 – 13 – 28 4,449 12,978 – 17,468	– – – 5,640 – 12 –
			5,652
			– 36 – 27 4,419 11,024 –
			15,506

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

ANNUAL REPORT 2025

BALANCE SHEETS

As at 31 March 2025

Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
10,700 156 929 1,317 361 9,924 2,650 26,037 32,474 1,325 337 665 10,473 22 12,822 57,254 13,964 42,865 425 57,254	11,148 145 780 1,253 298 10,309 2,774 26,707 24,431 1,466 1,657 723 13,019 282 17,147 48,208 13,964 33,945 299 48,208	4,561 – 54 – – – 148 4,763 12,705 – – – – – – 18,363 13,964 4,399 – 18,363	4,328 – 50 – – – 121
			4,499
			11,007
			– – – – –
			–
			16,659
			13,964 2,695 –
			16,659

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

STATEMENT OF CHANGES IN EQUITY

For the Financial Year ended 31 March 2025

A� ributable to owners of the Company

Group Opening balance at 1 April 2024	Share capital $’000	Retained earnings $’000	Foreign currency transla� on reserve $’000	Total equity $’000
	(Note 29) 13,964	33,945	(Note 30) 299	48,208
Prof t for the year Other comprehensive income Exchange dif erences on transla� ng foreign opera� ons	– –	11,348 –	– 126	11,348 126
Total comprehensive income for the year Contribu� ons by and distribu� ons to owners Dividends on ordinary shares (Note 36) Closing balance at 31 March 2025 Opening balance at 1 April 2023	– – 13,964 13,964	11,348 (2,428) 42,865 26,705	126 – 425 287	11,474 (2,428)
				57,254
				40,956
Prof t for the year Other comprehensive income Exchange dif erences on transla� ng foreign opera� ons	– –	9,668 –	– 12	9,668 12
Total comprehensive income for the year Contribu� ons by and distribu� ons to owners Dividends on ordinary shares (Note 36) Closing balance at 31 March 2024	– – 13,964	9,668 (2,428) 33,945	12 – 299	9,680 (2,428)
				48,208

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

ANNUAL REPORT 2025 89

STATEMENT OF CHANGES IN EQUITY

For the Financial Year ended 31 March 2025

Share capital $’000	Retained earnings $’000	Total equity $’000
(Note 29) 13,964 – – 13,964 13,964 – – 13,964	2,695 4,132 (2,428) 4,399 3,546 1,577 (2,428) 2,695	16,659 4,132 (2,428)
		18,363
		17,510 1,577 (2,428)
		16,659

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

CONSOLIDATED CASH FLOW STATEMENT

For the Financial Year ended 31 March 2025

Note Opera� ng ac� vi� es Prof t before tax Adjustments for: Impairment loss on amount due from joint venture 15 Amor� sa� on of intangible assets 12 Deprecia� on of property, plant and equipment 11 Deprecia� on of right-of-use assets 28 Provision for unconsumed leave (net) 24 Reversal of provision for reinstatement costs 24 Impairment loss on right-of-use assets 28 Gain on disposal of property, plant and equipment 5 Gain on lease modif ca� ons 28 Property, plant and equipment wri� en of 11 Interest expense on bank loan and f nance leases 6 Interest expense on lease liabili� es 6 Interest income Currency realignment Opera� ng prof t before changes in working capital Decrease/(increase) in inventories Decrease/(increase) in trade and other receivables Increase in amount due from joint venture Decrease in deposits (Increase)/decrease in prepayments (Decrease)/increase in trade and other payables Increase in other liabili� es Decrease in provisions	2025 $’000 13,443 495 49 3,023 10,895 49 (46) – (199) (8) 42 155 1,074 (1,339) (58) 27,575 596 491 (176) 2 (158) (448) 11 (12)	2024 $’000
		12,502 237 50 3,113 10,495 85 (23) 314 (14) – 10 219 869 (1,080) 170
		26,947 (621) (480) (87) 63 330 2,654 4 (32)

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

ANNUAL REPORT 2025 91

CONSOLIDATED CASH FLOW STATEMENT

For the Financial Year ended 31 March 2025

Note Cash f ows from opera� ons Income taxes paid Net cash f ows generated from opera� ng ac� vi� es Inves� ng ac� vi� es Purchase of property, plant and equipment 11 Payment for lease acquisi� on Purchase of intangible assets 12 Proceeds from disposal of property, plant and equipment U� lisa� on of provision for reinstatement costs 24 Loan to joint venture Interest income received Net cash f ows used in inves� ng ac� vi� es Financing ac� vi� es Repayment of f nance lease liabili� es 26 Repayment of principal por� on of lease liabili� es 28 Interest por� on of lease liabili� es paid 28 Interest paid Repayment of bank loan 25 Dividends paid 36 Net cash f ows used in f nancing ac� vi� es Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the f nancial year Ef ect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the f nancial year 20	2025 $’000 27,881 (2,818) 25,063 (1,833) (90) – 199 (56) (319) 1,406 (693) (347) (10,877) (1,074) (155) (1,256) (2,428) (16,137) 8,233 44,098 107 52,438	2024 $’000
		28,778 (1,984)
		26,794
		(1,527) – (97) 14 (118) (150) 1,052
		(826)
		(287) (10,720) (869) (219) (1,191) (2,428)
		(15,714)
		10,254 33,927 (83)
		44,098

The accompanying accoun� ng policies and explanatory notes form an integral part of the fi nancial statements.

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

1. Corporate informa� on

Old Chang Kee Ltd. (the “Company”) is a limited liability company incorporated in Singapore and was admi� ed to the offi cial list of Catalist under the Singapore Exchange Securi� es Trading Limited Dealing and Automated Quota� on (“SGX-SESDAQ”) rules.

The registered offi ce and principal place of business of the Company is located at 2 Woodlands Terrace, Singapore 738427.

The principal ac� vity of the Company is investment holding. The principal ac� vi� es of the subsidiaries are disclosed in Note 13 to the fi nancial statements.

2. Material accoun� ng policy informa� on

2.1 Basis of prepara� on

The consolidated fi nancial statements of the Group and the balance sheet and statement of changes in equity of the Company have been prepared in accordance with Singapore Financial Repor� ng Standards (Interna� onal) (“SFRS(I)”).

The fi nancial statements have been prepared on the historical cost basis except as disclosed in the accoun� ng policies below.

The fi nancial statements are presented in Singapore Dollars (“SGD” or “$”) and all values in the tables are rounded to the nearest thousand (“$’000”), except when otherwise indicated.

2.2 Changes in accoun� ng policies

The accoun� ng policies adopted are consistent with those of the previous fi nancial year except that in the current fi nancial year, the Group has adopted all the new and revised standards which are eff ec� ve for annual fi nancial periods beginning on or a� er 1 April 2024. The adop� on of these standards did not have any material eff ect on the fi nancial performance or posi� on of the Group and the Company.

ANNUAL REPORT 2025 93

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.3 Standards issued but not yet eff ec� ve

The Group has not adopted the following standards applicable to the Group that have been issued but are not yet eff ec� ve:

	*Ef ec� ve for annual*
	*periods beginning on or*
*Descrip� on*	*a� er*
Amendments to SFRS(I) 9 and SFRS(I) 7: Classif ca� on and Measurement of Financial Instruments	1 January 2026
Annual Improvements to SFRS(I)s – Volume 11	1 January 2026
SFRS(I) 18: Presenta� on and Disclosure in Financial Statements	1 January 2027
Amendments to SFRS(I) 10 and SFRS(I) 1-28: Sale of Contribu� on of Assets between an Investor and
its Associate or Joint Venture	Date to be determined

Except for the below, the directors expect that the adop� on of the new and amended standards above will have no material impact on the fi nancial statements in the year of ini� al applica� on.

SFRS(I) 18: Presenta� on and Disclosure in Financial Statements

SFRS(I) 18 replaces SFRS(I) 1-1 Presenta� on of Financial Statements . SFRS(I) 18 introduces new requirements for presenta� on within the statement of profi t or loss, including specifi ed totals and subtotals. Furthermore, en� � es are required to classify all income and expenses within the statement of profi t or loss into one of fi ve categories: opera� ng, inves� ng, fi nancing, income taxes and discon� nued opera� ons, whereof the fi rst three are new.

It also requires disclosure of newly defi ned management-defi ned performance measures, subtotals of income and expenses, and includes new requirements for aggrega� on and disaggrega� on of fi nancial informa� on based on the iden� fi ed ‘roles’ of the primary fi nancial statements and the notes.

In addi� on, narrow-scope amendments have been made to SFRS(I) 1-7 Statement of Cash Flows , which include changing the star� ng point for determining cash fl ows from opera� ons under the indirect method, from ‘profi t or loss’ to ‘opera� ng profi t or loss’ and removing the op� onality around classifi ca� on of cash fl ows from dividends and interest. In addi� on, there are consequen� al amendments to several other standards.

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.3 Standards issued but not yet eff ec� ve (cont’d)

SFRS(I) 18: Presenta� on and Disclosure in Financial Statements (cont’d)

SFRS(I) 18, and the amendments to the other standards, is eff ec� ve for repor� ng periods beginning on or a� er 1 January 2027, but earlier applica� on is permi� ed and must be disclosed. SFRS(I) 18 will apply retrospec� vely.

The adop� on of SFRS(I) 18 is expected to have an impact on disclosures in the fi nancial statements, but not on the measurement or recogni� on of any items

2.4 Basis of consolida� on

The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at the end of the repor� ng period. The fi nancial statements of the subsidiaries used in the prepara� on of the consolidated fi nancial statements are prepared for the same repor� ng date as the Company. Consistent accoun� ng policies are applied to like transac� ons and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resul� ng from intra-group transac� ons and dividends are eliminated in full.

Subsidiaries are consolidated from the date of acquisi� on, being the date on which the Group obtains control, and con� nue to be consolidated un� l the date that such control ceases.

2.5 Foreign currency

The fi nancial statements are presented in SGD, which is also the Company’s func� onal currency. Each en� ty in the Group determines its own func� onal currency and items included in the fi nancial statements of each en� ty are measured using that func� onal currency.

(a) Transac� ons and balances

Transac� ons in foreign currencies are measured in the respec� ve func� onal currencies of the Company and its subsidiaries and are recorded on ini� al recogni� on in the func� onal currencies at exchange rates approxima� ng those ruling at the transac� on dates. Monetary assets and liabili� es denominated in foreign currencies are translated at the rate of exchange ruling at the end of the repor� ng period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the ini� al transac� ons.

Exchange diff erences arising on the se� lement of monetary items or on transla� ng monetary items at the end of the repor� ng period are recognised in profi t or loss.

ANNUAL REPORT 2025 95

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.5 Foreign currency (cont’d)

(b) Consolidated fi nancial statements

For consolida� on purpose, the assets and liabili� es of foreign opera� ons are translated into SGD at the rate of exchange prevailing at the end of the repor� ng period and their profi t or loss are translated at the exchange rates prevailing at the date of the transac� ons. The exchange diff erences arising on the transla� on are recognised in other comprehensive income. On disposal of a foreign opera� on, the component of other comprehensive income rela� ng to that par� cular foreign opera� on is recognised in profi t or loss.

2.6 Property, plant and equipment

All items of property, plant and equipment are ini� ally recorded at cost. Subsequent to recogni� on, property, plant and equipment are measured at cost less accumulated deprecia� on and any accumulated impairment losses.

Freehold land has an unlimited useful life and therefore is not depreciated.

Deprecia� on is computed on a straight-line basis over the es� mated useful lives of the assets as follows:

Buildings	–	Over the lower of the remaining lease terms or 50 years
Machinery and equipment	–	5 years to 10 years
Motor vehicles	–	5 years
Renova� on	–	3 years to 5 years
Electrical f � ngs	–	3 years to 10 years
Furniture	–	5 years to 10 years
Computers	–	5 years

The residual values, useful life and deprecia� on method are reviewed at each fi nancial year-end and adjusted prospec� vely, if appropriate.

2.7 Impairment of non-fi nancial assets

The Group assesses at each repor� ng date whether there is an indica� on that an asset may be impaired. If any indica� on exists, or when an annual impairment tes� ng for an asset is required, the Group makes an es� mate of the asset’s recoverable amount.

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.7 Impairment of non-fi nancial assets (cont’d)

An asset’s recoverable amount is the higher of an asset’s or cash-genera� ng unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-genera� ng unit exceeds its recoverable amount, the asset is considered impaired and is wri� en down to its recoverable amount.

Impairment losses are recognised in profi t or loss.

A previously recognised impairment loss is reversed only if there has been a change in the es� mates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of deprecia� on, had no impairment loss been recognised previously. Such reversal is recognised in profi t or loss.

2.8 Subsidiaries

A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to aff ect those returns through its power over the investee.

In the Company’s balance sheet, investment in subsidiaries are accounted for at cost less impairment losses.

2.9 Joint arrangements

A joint arrangement is a contractual arrangement whereby two or more par� es have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant ac� vi� es require the unanimous consent of the par� es sharing control.

A joint arrangement is classifi ed either as joint opera� on or joint venture, based on the rights and obliga� ons of the par� es to the arrangement.

To the extent the joint arrangement provides the Group with rights to the assets and obliga� ons for the liabili� es rela� ng to the arrangement, the arrangement is a joint opera� on. To the extent the joint arrangement provides the Group with rights to the net assets of the arrangement, the arrangement is a joint venture.

The Group only has interest in joint venture. The Group recognises its interest in a joint venture as an investment and accounts for the investment using the equity method. The accoun� ng policy for investment in joint venture is set out in Note 2.10.

ANNUAL REPORT 2025 97

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.10 Joint venture and associates

An associate is an en� ty over which the Group has signifi cant infl uence. Signifi cant infl uence is the power to par� cipate in the fi nancial and opera� ng policy decisions of the investee, but is not control or joint control over those policies.

The Group accounts for its investment in associates and joint venture using the equity method from the date on which it becomes an associate or joint venture.

Under the equity method, the investment in associates or joint venture are carried in the balance sheet at cost plus post-acquisi� on changes in the Group’s share of net assets of the associates or joint venture. The profi t or loss refl ects the Group’s share of the results of opera� ons of the associates or joint venture. Unrealised gains and losses resul� ng from transac� ons between the Group and the associates or joint venture are eliminated to the extent of the interest in the associates or joint venture.

When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the group does not recognise further losses, unless it has incurred obliga� ons or made payments on behalf of the associate or joint venture.

A� er applica� on of the equity method, the Group determines whether it is necessary to recognise an addi� onal impairment loss on the Group’s investment in associates or joint venture. The Group determines at the end of each repor� ng period whether there is any objec� ve evidence that the investment in the associates or joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the diff erence between the recoverable amount of the associates or joint venture and their carrying values and recognises the amount in profi t or loss.

The fi nancial statements of the associates and joint venture are prepared as of the same repor� ng date as the Company. Where necessary, adjustments are made to bring the accoun� ng policies in line with those of the Group.

2.11 Financial instruments

(a) Financial assets

Ini� al recogni� on and measurement

Financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the fi nancial instrument.

At ini� al recogni� on, the Group measures a fi nancial asset at its fair value plus, in the case of a fi nancial asset not at fair value through profi t or loss, transac� on costs that are directly a� ributable to the acquisi� on of the fi nancial asset.

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.11 Financial instruments (cont’d)

(a) Financial assets (cont’d)

Ini� al recogni� on and measurement (cont’d)

Trade receivables are measured at the amount of considera� on to which the Group expects to be en� tled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a signifi cant fi nancing component at ini� al recogni� on.

Subsequent measurement

Financial assets carried at amor� sed cost

Financial assets that are held for the collec� on of contractual cash fl ows where those cash fl ows represent solely payments of principal and interest are measured at amor� sed cost. Financial assets are measured at amor� sed cost using the eff ec� ve interest method, less impairment. Gains and losses are recognised in profi t or loss when the assets are derecognised or impaired, and through the amor� sa� on process.

De-recogni� on

A fi nancial asset is de-recognised where the contractual right to receive cash fl ows from the asset has expired. On derecogni� on of a fi nancial asset in its en� rety, the diff erence between the carrying amount and the sum of the considera� on received and any cumula� ve gain or loss that had been recognised in other comprehensive income is recognised in profi t or loss.

(b)

Financial liabili� es

Ini� al recogni� on and measurement

Financial liabili� es are recognised when, and only when, the Group becomes a party to the contractual provisions of the fi nancial instrument. The Group determines the classifi ca� on of its fi nancial liabili� es at ini� al recogni� on.

All fi nancial liabili� es are recognised ini� ally at fair value plus in the case of fi nancial liabili� es not at fair value through profi t or loss, directly a� ributable transac� on costs.

ANNUAL REPORT 2025 99

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.11 Financial instruments (cont’d)

(b) Financial liabili� es (cont’d)

Subsequent measurement

A� er ini� al recogni� on, fi nancial liabili� es that are not carried at fair value through profi t or loss are subsequently measured at amor� sed cost using the eff ec� ve interest method. Gains and losses are recognised in profi t or loss when the liabili� es are derecognised, and through the amor� sa� on process.

De-recogni� on

A fi nancial liability is de-recognised when the obliga� on under the liability is discharged or cancelled or expires. On derecogni� on, the diff erence between the carrying amounts and the considera� on paid is recognised in profi t or loss.

2.12 Impairment of fi nancial assets

The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profi t or loss. ECLs are based on the diff erence between the contractual cash fl ows due in accordance with the contract and all the cash fl ows that the Group expects to receive, discounted at an approxima� on of the original eff ec� ve interest rate. The expected cash fl ows will include cash fl ows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a signifi cant increase in credit risk since ini� al recogni� on, 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 signifi cant increase in credit risk since ini� al recogni� on, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespec� ve of � ming of the default (a life� me ECL).

For trade receivables, the Group applies a simplifi ed approach in calcula� ng ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on life� me ECLs at each repor� ng date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specifi c to the debtors and the economic environment.

100

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.12 Impairment of fi nancial assets (cont’d)

The Group considers a fi nancial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a fi nancial asset to be in default when internal or external informa� on indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A fi nancial asset is wri� en off when there is no reasonable expecta� on of recovering the contractual cash fl ows.

2.13 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and short-term deposits that are readily conver� ble to known amount of cash and which are subject to an insignifi cant risk of changes in value.

2.14 Inventories

Inventories are stated at the lower of cost and net realisable value.

Cost of raw materials and consumables are determined on a fi rst-in fi rst-out basis and includes all costs in bringing the inventories to their present loca� on and condi� on.

Where necessary, allowance is provided for damaged, expired and slow-moving items to adjust the carrying value of inventories to the lower of cost and net realisable value.

2.15 Provisions

Provisions are recognised when the Group has a present obliga� on (legal or construc� ve) as a result of a past event, it is probable that an ou� low of resources embodying economic benefi ts will be required to se� le the obliga� on and the amount of the obliga� on can be es� mated reliably.

Provisions are reviewed at the end of each repor� ng period and adjusted to refl ect the current best es� mate. If it is no longer probable that an ou� low of economic resources will be required to se� le the obliga� on, the provision is reversed. If the eff ect of the � me value of money is material, provisions are discounted using a current pre-tax rate that refl ects, where appropriate, the risks specifi c to the liability. When discoun� ng is used, the increase in the provision due to the passage of � me is recognised as a fi nance cost.

ANNUAL REPORT 2025 101

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.16 Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all a� aching condi� ons will be complied with.

When the grant relates to an expense item, it is recognised as income on a systema� c basis over the periods that the related costs, for which it is intended to compensate, are expensed.

2.17 Employee benefi ts

(a) Defi ned contribu� on plans

The Group par� cipates in the na� onal pension schemes as defi ned by the laws of the countries in which it has opera� ons. In par� cular, the Singapore companies in the Group make contribu� ons to the Central Provident Fund (“CPF”) scheme in Singapore, a defi ned contribu� on pension scheme. Contribu� ons to defi ned contribu� on schemes are recognised as an expense in the period in which the related service is performed.

(b) Employee leave en� tlement

Short-term employee benefi t obliga� ons are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or construc� ve obliga� on to pay this amount as a result of past service provided by the employee, and the obliga� on can be es� mated reliably.

2.18 Leases

The Group assesses at contract incep� on whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an iden� fi ed asset for a period of � me in exchange for considera� on.

As lessee

The Group applies a single recogni� on and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabili� es represen� ng the obliga� ons to make lease payments and right-of-use assets represen� ng the right to use the underlying leased assets.

102

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.18 Leases (cont’d)

As lessee (cont’d)

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). Right-of-use assets are measured at cost, less any accumulated deprecia� on and impairment losses, and adjusted for any remeasurement of lease liabili� es. The cost of rightof-use assets includes the amount of lease liabili� es recognised, ini� al direct costs incurred, and lease payments made at or before the commencement date less any lease incen� ves received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the es� mated useful lives of the assets, as follows:

– Factory land 35 years Outlets – 2 years to 4 years

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost refl ects the exercise of a purchase op� on, deprecia� on is calculated using the es� mated useful life of the asset. The right-of-use assets are also subject to impairment. The accoun� ng policy for impairment is disclosed in Note 2.7.

Lease liabili� es

At the commencement date of the lease, the Group recognises lease liabili� es measured at the present value of lease payments to be made over the lease term. The lease payments include fi xed payments (including in-substance fi xed payments) less any lease incen� ves receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase op� on reasonably certain to be exercised by the Group and payments of penal� es for termina� ng the lease, if the lease term refl ects the Group exercising the op� on to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condi� on that triggers the payment occurs.

In calcula� ng the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. A� er the commencement date, the amount of lease liabili� es is increased to refl ect the accre� on of interest and reduced for the lease payments made. In addi� on, the carrying amount of lease liabili� es is remeasured if there is a modifi ca� on, a change in the lease term, a change in the lease payments (e.g. changes to future payments resul� ng from a change in an index or rate used to determine such lease payments) or a change in the assessment of an op� on to purchase the underlying asset.

ANNUAL REPORT 2025 103

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.18 Leases (cont’d)

As lessee (cont’d)

Short-term leases and leases of low-value assets

The Group applies the short-term lease recogni� on exemp� on to its short-term leases of machinery (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase op� on). It also applies the lease of low-value assets recogni� on exemp� on to leases of offi ce equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

2.19 Revenue

Revenue is measured based on the considera� on to which the Group expects to be en� tled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third par� es.

Revenue is recognised when the Group sa� sfi es a performance obliga� on by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obliga� on may be sa� sfi ed at a point in � me or over � me. The amount of revenue recognised is the amount allocated to the sa� sfi ed performance obliga� on.

Sale of goods through outlet sales and non-outlet sales

Revenue from sale of goods through outlet sales and non-outlet sales are recognised net of goods and services tax and discounts upon sa� sfac� on of each performance obliga� on which generally coincides with delivery and acceptance of the goods sold at a point in � me.

104

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.20 Taxes

(a) Current income tax

Current income tax assets and liabili� es for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxa� on authori� es. The tax rates and tax laws used to compute the amount are those that are enacted or substan� vely enacted at the end of the repor� ng period, in the countries where the Group operates and generates taxable income.

Current income taxes are recognised in profi t or loss except to the extent that the tax relates to items recognised outside profi t or loss, either in other comprehensive income or directly in equity. Management periodically evaluates posi� ons taken in the tax returns with respect to situa� ons in which applicable tax regula� ons are subject to interpreta� on and establishes provisions where appropriate.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary diff erences at the end of the repor� ng period between the tax bases of assets and liabili� es and their carrying amounts for fi nancial repor� ng purposes.

Deferred tax liabili� es are recognised for all temporary diff erences, except:

Where the deferred tax liability arises from the ini� al recogni� on of an asset or liability in a transac� on that is not a business combina� on and, at the � me of the transac� on, aff ects neither the accoun� ng profi t nor taxable profi t or loss; and
In respect of taxable temporary diff erences associated with investments in subsidiaries, associates and interest in joint venture, where the � ming of the reversal of the temporary diff erences can be controlled and it is probable that the temporary diff erences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deduc� ble temporary diff erences, the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will be available against which the deduc� ble temporary diff erences, and the carry forward of unused tax credits and unused tax losses can be u� lised, except:

Where the deferred tax asset rela� ng to the deduc� ble temporary diff erence arises from the ini� al recogni� on of an asset or liability in a transac� on that is not a business combina� on and, at the � me of the transac� on, aff ects neither the accoun� ng profi t nor taxable profi t or loss; and

ANNUAL REPORT 2025 105

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

2. Material accoun� ng policy informa� on (cont’d)

2.20 Taxes (cont’d)

(b) Deferred tax (cont’d)

In respect of deduc� ble temporary diff erences associated with investments in subsidiaries, associates and interest in joint venture, deferred tax assets are recognised only to the extent that it is probable that the temporary diff erences will reverse in the foreseeable future and taxable profi t will be available against which the temporary diff erences can be u� lised.

The carrying amount of deferred tax assets is reviewed at the end of each repor� ng period and reduced to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all or part of the deferred tax asset to be u� lised. Unrecognised deferred tax assets are reassessed at the end of each repor� ng period and are recognised to the extent that it has become probable that future taxable profi t will allow the deferred tax asset to be recovered.

Deferred tax assets and liabili� es are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is se� led, based on tax rates and tax laws that have been enacted or substan� vely enacted at the end of each repor� ng period.

Deferred tax rela� ng to items recognised outside profi t or loss is recognised outside profi t or loss. Deferred tax items are recognised in correla� on to the underlying transac� on either in other comprehensive income or directly in equity.

(c)

Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxa� on authority, in which case the sales tax is recognised as part of the cost of acquisi� on of the asset or as part of the expense item as applicable; and
Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, payable to, the taxa� on authority is included as part of receivables or payables in the balance sheet.

2.21 Share capital and share issue expenses

Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental costs directly a� ributable to the issuance of ordinary shares are deducted against share capital.

106

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

3. Signifi cant accoun� ng es� mates and judgements

The prepara� on of the Group’s consolidated fi nancial statements requires management to make judgements, es� mates and assump� ons that aff ect the reported amounts of revenues, expenses, assets and liabili� es, and the disclosure of con� ngent liabili� es at the end of the repor� ng period. Uncertainty about these assump� ons and es� mates result in outcomes that require a material adjustment to the carrying amount of the asset or liability aff ected in the future periods.

Judgements made in applying accoun� ng policies

Management is of the opinion that there is no signifi cant judgement made in applying accoun� ng policies that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabili� es within the next fi nancial period.

Key sources of es� ma� on uncertainty

The key assump� ons concerning the future and other key sources of es� ma� on uncertainty at the end of the repor� ng period are discussed below. The Group based its assump� ons and es� mates on parameters available when the fi nancial statements were prepared. Exis� ng circumstances and assump� ons about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are refl ected in the assump� ons when they occur.

Impairment of non-fi nancial assets

Impairment exists when the carrying value of an asset or cash genera� ng unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calcula� on is based on available data from binding sales transac� ons, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calcula� on is based on a discounted cash fl ow (“DCF”) model. The cash fl ows are derived from the budget for the shorter of the remaining lease term of the outlet or the next fi ve years and do not include restructuring ac� vi� es that the Group is not yet commi� ed to or signifi cant future investments that will enhance the asset’s performance of the cash genera� ng unit (“CGU”) being tested. The recoverable amount is sensi� ve to the discount rate used for the DCF model as well as the expected future cash-infl ows and the growth rate used for extrapola� on purposes. The key assump� ons used to determine the recoverable amount for the diff erent CGUs, are disclosed and further explained in Note 11 to the fi nancial statements.

ANNUAL REPORT 2025 107

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

4. Revenue

Segments Primary geographical markets Singapore Australia Malaysia Revenue streams Outlet sales Non-outlet sales Timing of transfer of goods At a point in � me	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	101,458 169 325 101,952 90,066 11,886 101,952 101,952	100,392 342 219
		100,953
		89,769 11,184
		100,953
		100,953

108

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

5. Other income

Insurance compensa� on Royalty and franchise income Sale of scrap oil Government grants - Senior Employment Credit(a) - Jobs Growth Incen� ve(b) - Progressive Wage Credit(c) - Other employment related grant - Others Gain on disposal of property, plant and equipment Gain on lease modif ca� ons Sundry income	Group 2025 2024 $’000 $’000
	71 93 41 61 272 281 139 281 – 23 589 872 27 16 55 135 199 14 8 – 457 427 1,858 2,203

(a) The Senior Employment Credit was introduced as a budget ini� a� ve in 2020. Under the scheme, the Government provides wage off sets to help employers that employ Singaporean workers aged 55 and above and earning $4,000 per month. The scheme took eff ect from 1 January 2022 to 31 December 2024. For wages paid during this period, the Group receive up to 8% of the wages paid to the qualifi ed employees.
(b) The Jobs Growth Incen� ve (“JGI”) was fi rst introduced on 17 August 2020 to promote local hires. JGI is a salary support scheme that provides employers with 15% to 50% salary support for new employees hired between September 2020 to March 2023. The amount of salary support given depends on when the Group hires the employee and their age. JGI was extended in Budget 2022 to end September 2022 and was further extended for a third phase from October 2022 to March 2023. In the third phase of the JGI, salary support for new local hires will last up to 6 months for workers below 40 (down from 12 months) and up to 18 months for workers over 40, persons with disabili� es (“PwDs”) and ex-off enders (down from 18 months). There is also a cap of $5,000 salary for non-mature hires and $6,000 for new employees who are mature, PwDs and ex-off enders. As announced in Budget 2023, JGI will be extended for a fourth phase from April 2023 to September 2023.

ANNUAL REPORT 2025 109

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

5. Other income (cont’d)

(c) The Progressive Wage Credit Scheme (“PWCS”) was introduced in Budget 2022, to provide transi� onal wage support for employers to adjust upcoming mandatory wage increases for lower-wage workers covered by the Progressive Wage and Local Qualifying Salary requirements, and voluntarily raise wages of lower-wage workers. The Government will co-fund wage increases of eligible resident employees from 2022 to 2026. As announced in Budget 2024, PWCS co-funding support will be raised from 30% to 50% for the Singaporean employees earning gross monthly wages of less than $2,500 and from 15% to 30% for Singaporean employees earning gross monthly wages of between $2,500 and $3,000. As announced in Budget 2025, PWCS co-funding support will be raised from 30% to 40% for wage increases given in qualifying year 2025 and from 15% to 20% for wage increases given in qualifying year 2026.

6. Finance costs

Interest expense: Leases interest Finance lease liabili� es Bank loan	Group 2025 2024 $’000 $’000
	1,074 869 50 44 105 175 1,229 1,088

110

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

7. Other expenses

Amor� sa� on of intangible assets (Note 12) Deprecia� on of property, plant and equipment - admin Deprecia� on of right-of-use assets - admin Impairment loss on right-of-use assets (Note 28) (Gain)/loss on foreign exchange, net Property, plant and equipment wri� en of (Note 11) Impairment loss on amount due from joint venture (Note 15)	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	49 1,067 9 – (13) 42 495 1,649	50 969 11 314 195 10 237
		1,786

ANNUAL REPORT 2025 111

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

8.

The following items have been included in arriving at profi t before tax:

Deprecia� on of property, plant and equipment (Note 11) Deprecia� on of right-of-use assets (Note 28) Inventories recognised as an expense in cost of sales (Note 17) Employee benef ts expense (including Directors): - Salaries and bonuses - Central Provident Fund Audit fees paid to: - Auditor of the Company - Other auditors – non-network f rms Non-audit fees paid to: - Auditor of the Company Opera� ng lease expenses (Note 28(b))* Staf training and benef ts U� li� es expenses Packaging material expenses	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	3,023 10,895 26,941 28,581 3,209 119 74 20 3,731 323 2,506 1,592	3,113 10,495 28,001 28,446 3,015 115 38 19 3,586 381 2,926 1,574

In 2025, included in the opera� ng lease expense was a total of $10,000 (2024: $165,000) for rental concession received.

No audit-related service has been provided by the auditor of the Company to the Group during the fi nancial years ended 31 March 2024 and 2025.

112

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

9. Income tax expense

(a) Major components of income tax expense

The major components of tax expense for the fi nancial years ended 31 March 2024 and 2025 are as follows:

Current income tax: - Current income taxa� on - (Over)/under provision in respect of previous years Deferred income tax: - Origina� on and reversal of temporary dif erences Income tax expense recognised in prof t or loss	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	2,763 (72) 2,691 (596) 2,095	2,855 38
		2,893
		(59)
		2,834

ANNUAL REPORT 2025 113

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

9. Income tax expense (cont’d)

(b) Rela� onship between income tax expense and profi t before tax

A reconcilia� on between tax expense and the product of accoun� ng profi t mul� plied by the applicable corporate tax rate for the fi nancial years ended 31 March 2024 and 2025 is as follows:

Prof t before tax Tax at the domes� c rates applicable to prof ts in the countries where the Group operates: Adjustments: Non-deduc� ble expenses Income not subject to taxa� on Ef ect of par� al tax exemp� on and tax relief (Over)/under provision in respect of previous years Deferred tax assets not recognised Income tax expense recognised in prof t or loss	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	13,443 2,265 517 (650) (35) (72) 70 2,095	12,502
		2,058 870 (194) (35) 38 97
		2,834

The above reconcilia� on is prepared by aggrega� ng separate reconcilia� ons for each na� onal jurisdic� on.

Unrecognised tax losses

At the end of the repor� ng period, the Group has tax losses of approximately $2,561,000 (2024: $2,329,000) that are available for off set against future taxable profi ts of the companies in which the losses arose, for which no deferred tax asset is recognised due to uncertainty of its recoverability. The tax losses have no expiry date. The use of these tax losses is subject to the agreement of the tax authori� es and compliance with certain provisions of the tax legisla� on of the respec� ve countries in which the companies operate.

Tax consequences of proposed dividends

There are no income tax consequences a� ached to the dividends to the shareholders proposed by the Company but not recognised as a liability in

114

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

10. Earnings per share

Basic earnings per share are calculated by dividing profi t for the year a� ributable to owners of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing profi t for the year a� ributable to owners of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilu� ve poten� al ordinary shares into ordinary shares. There are no dilu� ve poten� al ordinary shares.

The following table refl ects the profi t and share data used in the computa� on of basic and dilu� ve earnings per share for the years ended 31 March 2025 and 31 March 2024:

Prof t for the year a� ributable to owners of the Company used in computa� on of basic and diluted earnings per share Weighted average number of ordinary shares for basic earnings per share Weighted average number of ordinary shares for diluted earnings per share	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	11,348 9,668 Group 2025 2024 No. of shares No. of shares	9,668
	121,374,700 121,374,700	121,374,700
		121,374,700

There have been no transac� ons involving ordinary shares or poten� al ordinary shares since the repor� ng date and before the comple� on of these fi nancial statements.

ANNUAL REPORT 2025 115

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

11. Property, plant and equipment

			Machinery
	Freehold		and	Motor		Electrical
Group	land	Buildings	equipment	vehicles	Renova� on	f � ngs	Furniture	Computers	Total
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Cost
At 1 April 2023	813	11,359	16,828	6,018	11,295	4,264	3,776	2,079	56,432
Addi� ons	–	–	233	463	673	140	220	39	1,768
Disposals	–	–	(4)	(268)	–	–	–	(1)	(273)
Wri� en of	–	–	(451)	(12)	(926)	(123)	(511)	(58)	(2,081)
Exchange dif erences	(43)	(25)	(7)	–	(2)	(1)	–	–	(78)
At 31 March 2024 and 1 April 2024	770	11,334	16,599	6,201	11,040	4,280	3,485	2,059	55,768
Addi� ons	–	–	300	695	706	151	211	196	2,259
Disposals	–	–	–	(683)	–	–	–	–	(683)
Wri� en of	–	–	(326)	–	(641)	(105)	(64)	(255)	(1,391)
Exchange dif erences	47	27	2	–	3	–	1	1	81
At 31 March 2025	817	11,361	16,575	6,213	11,108	4,326	3,633	2,001	56,034
Accumulated deprecia� on
At 1 April 2023	–	1,787	13,938	3,603	10,899	3,366	3,583	1,842	39,018
Deprecia� on charge for the year	–	304	1,054	688	448	340	181	98	3,113
Disposals	–	–	(4)	(268)	–	–	–	(1)	(273)
Wri� en of	–	–	(451)	(8)	(926)	(123)	(506)	(57)	(2,071)
At 31 March 2024 and 1 April 2024	–	2,091	14,537	4,015	10,421	3,583	3,258	1,882	39,787
Deprecia� on charge for the year	–	304	951	789	411	329	147	92	3,023
Disposals	–	–	–	(683)	–	–	–	–	(683)
Wri� en of	–	–	(325)	–	(641)	(105)	(64)	(214)	(1,349)
At 31 March 2025	–	2,395	15,163	4,121	10,191	3,807	3,341	1,760	40,778
Net carrying amount
At 31 March 2024	770	9,243	2,062	2,186	619	697	227	177	15,981
At 31 March 2025	817	8,966	1,412	2,092	917	519	292	241	15,256

The cash ou� low on acquisi� on of property, plant and equipment amounted to $1,833,000 (2024: $1,527,000). The addi� on includes the increase in the provision for reinstatement cost of $74,000 (2024: $112,000) and assets acquired by means of fi nance leases.

116

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

11. Property, plant and equipment (cont’d)

Assets held under f nance leases

During the year, the Group acquired motor vehicles with an aggregate cost of $695,000 (2024: $214,000) by means of par� al fi nance leases. The net carrying amount of motor vehicles held under fi nance leases as at 31 March 2025 was $1,770,000 (2024: $1,715,000).

Leased assets are pledged as security for the related fi nance lease liabili� es (Note 26).

Assets pledged as security

In addi� on to assets held under fi nance leases, certain of the Group’s freehold land and buildings with a carrying amount of $9,783,000 (2024: $10,013,000) are mortgaged to secure the Group’s bank loan (Note 25) and banking facili� es.

Buildings owned by the Group

Informa� on on buildings owned by the Group is set out below:

Loca� on	Tenure	Descrip� on
Singapore
2 Woodlands Terrace Singapore 738427	30 + 30 years from 16 February 1994	Food factory
4 Woodlands Terrace Singapore 738429	30 + 30 years from 1 September 1994	Food factory
Malaysia
2 Jalan Laman Se� a 7/1, Taman Laman Se� a, 81550
Johor Bahru, Johor, Malaysia	Freehold	Industrial building

Impairment tes� ng

During the year, in considera� on of the opera� ng performance of the Group’s retail outlets in Singapore, management carried out a review of the recoverable amount of the property, plant and equipment and right-of-use assets.

The recoverable amounts of the property, plant and equipment and right-of-use assets (Note 28) have been determined based on value-in-use calcula� ons using cash fl ow projec� ons approved by management. The pre-tax discount rate applied to the cash fl ow projec� ons is 10% (2024: 10%). During the year, the Group recognised an impairment loss on right-of-use assets of $Nil (2024: $314,000) (Note 28). The impairment loss is recognised in “Other expenses” line item in the consolidated statement of comprehensive income.

ANNUAL REPORT 2025 117

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

12. Intangible assets

Club membership $’000	Computer so� ware licences $’000	Total $’000
175 – – 175 51 7 – 58 7 – 65 117 110 16 15	773 97 (31) 839 703 43 (31) 715 42 1 758 124 81 4 3	948 97 (31)
		1,014
		754 50 (31)
		773 49 1
		823
		241
		191

Amor� sa� on expense

The amor� sa� on of club membership and computer so� ware licences is included in the “Other expenses” line item in the consolidated statement of comprehensive income.

118

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

13. Investment in subsidiaries

Unquoted equity shares, at cost *Composi� on of the Group* The Group has the following investment in subsidiaries: Name Country of incorpora� on Principal ac� vi� es	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
	5,640	5,640
Held by the Company: Old Chang Kee Singapore Pte. Ltd.(1) Singapore Manufacture and distribu� on of food products, opera� on of retail food outlets and general trading 100 100 Old Chang Kee Australia Pty Ltd(2) Australia Opera� on of retail food outlets 100 100 Old Chang Kee Manufacturing Sdn. Bhd.(3) Malaysia Manufacture and distribu� on of food products 100 100

(1) Audited by Ernst & Young LLP, Singapore.

(2) Audited by SMSF Audit Firm Pty Ltd, Australia.

(3) Audited by G.K. Lye PLT., Malaysia.

ANNUAL REPORT 2025 119

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

14. Investment in associates and joint venture

Group 2025 2024 $’000 $’000 Investment in associates 34 34 Impairment losses for investment in associates (34) (34) – – Investment in joint venture 160 160 Impairment losses for investment in joint venture – – Accumulated share of losses (160) (160) – – Total investment in associate and joint venture – – Details of associates and joint venture are as follows: Name Country of incorpora� on Principal ac� vi� es	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
	34 (34) – 160 – (160) – –	34 34 (34) (34) – – 537 537 (537) (537) – – – – – – Propor� on (%) of ownership interest 2025 2024	34 (34)
			–
			537 (537) –
			–
			–
Old Chang Kee (M) Sdn Bhd(1) Malaysia Opera� ng retail food outlets and general trading 40 40 Old Chang Kee (Thailand) Co. Ltd.(2) Thailand Dormant 40 40 Old Chang Kee UK Limited(3) United Kingdom Opera� ng retail food outlets 60 60

(1) Audited by Poo, Lee & Co., Malaysia.

(2) Audited by U.B. Audit Offi ce, Thailand.

(3) The Group owns 60% equity and economic interest in Old Chang Kee UK Limited (“OCK UK”). The shares held by the Group carry vo� ng rights and rights to dividends as and when declared. The Group and its joint venture partner jointly control OCK UK as decisions about the key ac� vi� es require unanimous consent of both par� es. The shares of OCK UK are held in trust by three directors on behalf of the Group.

120

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

14. Investment in associates and joint venture (cont’d)

Investment in associates

The Group has not recognised losses rela� ng to certain associates where its share of losses exceeds the Group’s interest in these associates. The Group’s cumula� ve share of unrecognised losses at the end of the repor� ng period was $670,000 (2024: $685,000) of which $15,000 (2024: $22,000) was the share of the current year’s profi t. The Group has no obliga� on in respect of these losses.

The Group’s investment in associates are individually immaterial.

Investment in joint venture

The Group has not recognised losses rela� ng to joint venture where its share of losses exceeds the Group’s interest in the joint venture. The Group’s cumula� ve share of unrecognised losses at the end of the repor� ng period was $2,003,000 (2024: $1,706,000) of which $297,000 (2024: $212,000) was the share of the current year’s losses. The Group has no obliga� on in respect of these losses.

Informa� on about the Group’s joint venture is as follows:

Revenue Administra� ve expenses Other opera� ng expenses Loss before tax Income tax expense Loss a� er tax, represen� ng total comprehensive income	OCK UK 2025 2024 $’000 $’000	OCK UK 2025 2024 $’000 $’000
	2,505 (160) (2,840) (495) – (495)	2,422 (152) (2,624)
		(354) –
		(354)

ANNUAL REPORT 2025 121

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

15. Amount due from joint venture and amounts due from associates

Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
2,645 (2,645) – (2,150) (495) (2,645)	2,150 (2,150) – (1,913) (237) (2,150)	1,834 (1,834) – (1,515) (319) (1,834)	1,515 (1,515)
			–
			(1,364) (151)
			(1,515)

Amount due from joint venture is trade and non-trade in nature, unsecured, interest-free and repayable upon demand.

Amounts due from associates Less: Allowance for impairment Net carrying amount	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
	1,515 (1,515) –	1,515 (1,515) –	1,064 (1,064) –	1,064 (1,064)
				–

Amounts due from associates are non-trade in nature, unsecured, interest-free and repayable upon demand. No allowance for impairment of amounts due from associates was recognised during the fi nancial years ended 31 March 2024 and 2025.

122

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

16. Deposits

Current Non-current These are mainly deposits placed with the landlords of retail outlets.	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	1,051 2,481 3,532	1,022 2,512
		3,534

17. Inventories

Balance sheet: Raw materials (at cost) Finished goods (at cost) Sundry consumables (at cost) Consolidated statement of comprehensive income: Inventories recognised as an expense in cost of sales (Note 8)	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	202 699 127 1,028 26,941	148 1,354 122
		1,624
		28,001

No allowance for write-down of inventories was recognised during the fi nancial years ended 31 March 2024 and 2025.

ANNUAL REPORT 2025 123

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

18. Trade and other receivables

Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
459 (95) 364 119 (50) 433 – 52,438 2,500 3,532 58,903	951 (95) 856 185 (50) 991 – 44,098 2,500 3,534 51,123	– – – 13 – 13 4,449 12,978 – – 17,440	– –
			– 36 –
			36 4,419 11,024 – –
			15,479

Trade receivables

Trade receivables relate mainly to delivery sales, catering sales, voucher sales and export sales to franchisees and are non-interest bearing and generally on 30 days’ terms.

They are recognised at their original invoice amounts which represent their fair values on ini� al recogni� on.

Other receivables

Included in the Group’s and the Company’s other receivables are the amounts of $69,000 (2024: $136,000) and $13,000 (2024: $36,000) of interest receivables, respec� vely, to be received in rela� on to short-term deposits placed in Singapore.

Expected credit losses

No allowance for expected credit losses of trade and other receivables was recognised during the fi nancial years ended 31 March 2024 and 2025.

124

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

19. Amounts due from subsidiaries

These amounts are non-trade, unsecured, non-interest bearing and repayable upon demand.

20. Cash and bank balances

Cash on hand Cash at banks Short-term deposits Total cash and cash equivalents	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
	72 10,710 41,656 52,438	73 12,473 31,552 44,098	– 2,028 10,950 12,978	– 2,272 8,752
				11,024

Cash at banks earn interest at fl oa� ng rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one to three months depending on the immediate cash requirements of the Group, and earn interest at the respec� ve short-term deposit rates. The weighted average eff ec� ve interest rate of short-term deposits is 2.52% (2024: 3.51%) per annum.

Cash and bank balances are denominated in the following currencies:

Singapore Dollars Malaysian Ringgit Australian Dollars	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
	50,505 1,893 40 52,438	42,593 1,459 46 44,098	12,978 – – 12,978	11,024 – –
				11,024

ANNUAL REPORT 2025 125

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

21. Restricted cash

Restricted cash relates to fi xed deposit pledged with a bank to secure bank guarantees.

22. Trade and other payables

Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
3,895 6,417 201 187 10,700 156 1,654 1,026 (1,044) (187) 12,305	4,116 6,390 202 440 11,148 145 2,910 1,021 (1,075) (440) 13,709	– 4,391 170 – 4,561 – – – (159) – 4,402	– 4,160 168 –
			4,328 – – – (168) –
			4,160

Trade payables are non-interest bearing and are normally se� led between 7 to 60 days’ terms.

126

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

22. Trade and other payables (cont’d)

Trade payables are denominated in the following currencies:

Singapore Dollars Thai Baht Australian Dollars Malaysian Ringgit United States Dollars	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
	3,339 379 – 70 107 3,895	3,254 679 7 70 106 4,116	– – – – –	– – – – –
			–	–

23. Other liabili� es

==> picture [79 x 9] intentionally omitted <==

----- Start of picture text -----

||
|---|
|Foreign staff deposits|

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	Group
2025		2024
$’000		$’000
156		145

ANNUAL REPORT 2025 127

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

24. Provisions

Provision for unconsumed leave (i) 2025 2024 $’000 $’000	Provision for unconsumed leave (i) 2025 2024 $’000 $’000	Provision for reinstatement costs (ii) 2025 2024 $’000 $’000	Provision for reinstatement costs (ii) 2025 2024 $’000 $’000	Total 2025 2024 $’000 $’000	Total 2025 2024 $’000 $’000
492 601 (12) (552) – 529 529 – 50 47 (43) 54 54	439 577 (32) (492) – 492 492 – 50 42 (42) 50 50	1,754 74 (56) (46) (1) 1,725 400 1,325 – – – – –	1,783 112 (118) (23) – 1,754 288 1,466 – – – – –	2,246 675 (68) (598) (1) 2,254 929 1,325 50 47 (43) 54 54	2,222 689 (150) (515) –
					2,246
					780 1,466
					50 42 (42)
					50
					50

128

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

24. Provisions (cont’d)

(i) Provision for unconsumed leave

Provision for unconsumed leave of the Group and the Company of $529,000 (2024: $492,000) and $54,000 (2024: $50,000) respec� vely is the es� mated cost of employee en� tlements to annual leave. The es� mated liability for leave is recognised for services rendered by employees up to the end of the repor� ng period.

(ii) Provision for reinstatement costs

Provision for reinstatement costs of $1,725,000 (2024: $1,754,000) is the es� mated costs of restoring retail outlets to their original condi� ons, which are capitalised and included in the cost of property, plant and equipment.

25. Bank loan

Current Non-current	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	1,317 337 1,654	1,253 1,657
		2,910

The loan bears interest rate at 1.0% per annum above the bank’s prevailing cost of funds. This loan, denominated in Singapore Dollars, is secured by a fi rst legal mortgage over certain of the Group’s leasehold buildings (Note 11). The loan is repayable over 84 monthly instalments from July 2019 and a fi nal instalment on June 2026.

As at 31 March 2025, the Group’s non-current bank loan amounted to $337,000 (2024: $1,657,000). The Group is required to meet certain thresholds rela� ng to the following measures in respect of bank loan covenants on the bank loan:

Debt service coverage ra� o;
Loan-to-value ra� o;

ANNUAL REPORT 2025 129

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

25. Bank loan (cont’d)

Fire insurance coverage; and
Maintenance of opera� ng bank account, with daily sales credited into bank account.

All covenants are monitored at least on an annual basis, and have been complied with during the fi nancial years ended 31 March 2024 and 2025. There is no indica� on that the Group will have diffi culty complying with these covenants.

2024 $’000	Cash f ows $’000	Non-cash changes	2025 $’000
		Other $’000
1,253 1,657 2,910 2023 $’000	(1,256) – (1,256) Cash f ows $’000	1,320 (1,320)	1,317 337
		–	1,654
		Non-cash changes	2024 $’000
		Other $’000
1,191 2,910 4,101	(1,191) – (1,191)	1,253 (1,253)	1,253 1,657
		–	2,910

The ‘other’ column relates to reclassifi ca� on of non-current por� on of the bank loan due to passage of � me.

130

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

26. Finance lease liabili� es

Finance lease liabili� es are secured by a charge over the leased assets (Note 11). The average discount rate implicit in the leases ranges from 3.00% to 4.45% (2024: 3.00% to 4.36%) per annum.

2024 $’000	Cash f ows $’000	Non-cash changes	Non-cash changes	2025 $’000
		Acquisi� on $’000	Other $’000
298 723 1,021 2023 $’000	(347) – (347) Cash f ows $’000	114 296 238 (296) 352 – Non-cash changes		361 665
				1,026
				2024 $’000
		Acquisi� on $’000	Other $’000
288 891 1,179	(287) – (287)	16 113 129	281 (281) –	298 723
				1,021

The ‘other’ column relates to reclassifi ca� on of non-current por� on of the fi nance lease liabili� es due to passage of � me.

ANNUAL REPORT 2025 131

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

27. Deferred tax assets/(liabili� es)

Group 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000	Company 2025 2024 $’000 $’000
(270) (329) 594 59 324 (270) Group 2025 2024 $’000 $’000 (445) (521) 587 70 182 181 769 251 324 (270) 346 12 (22) (282)	12 12 6 – 18 12 Company 2025 2024 $’000 $’000 – – 18 12 – – 18 12 18 12 18 12 – –	12 –
		12
		12 –
		12
		12
		12 –

132

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

28. Leases

Group as a lessee

The Group has lease contracts for outlets and factory land used in its opera� ons. The Group’s obliga� ons under its leases are secured by the lessor’s � tle to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets. There are several lease contracts that include extension and termina� on op� ons and variable lease payments, which are further discussed below.

The Group also has certain leases with lease terms of 12 months or less and leases of offi ce equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recogni� on exemp� ons for these leases.

(a) Right-of-use assets

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:

Factory land $’000	Outlets $’000	Total $’000
1,607 – 106 (53) – – 1,660 – (442) (45) – 1,173	17,398 3,408 10,469 (10,442) (314) (1) 20,518 1,510 6,976 (10,850) 1 18,155	19,005 3,408 10,575 (10,495) (314) (1)
		22,178 1,510 6,534 (10,895) 1
		19,328

Please refer to Note 11 for details on the impairment assessment of the right-of-use assets.

ANNUAL REPORT 2025 133

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

28. Leases (cont’d)

Group as a lessee (cont’d)

(b) Lease liabili� es

Set out below are the carrying amounts of lease liabili� es and the movements during the period:

As at 1 April Addi� ons Accre� on of interest Payments Lease modif ca� ons As at 31 March Current Non-current	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	23,328 1,420 1,074 (11,951) 6,526 20,397 9,924 10,473 20,397	20,065 3,408 869 (11,589) 10,575
		23,328
		10,309 13,019
		23,328

134

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

28. Leases (cont’d)

Group as a lessee (cont’d)

(b) Lease liabili� es

A reconcilia� on of liabili� es arising from the Group’s fi nancing ac� vi� es is as follows:

2024 $’000	Net cashf ow $’000		Non cash change	Others* $’000	2025 $’000
		Accre� on of interest $’000	Exchange dif erence $’000
10,309 13,019 23,328 2023 $’000	(11,951) – (11,951) Net cashf ow $’000	1,074 – 1,074	– – – Non cash change	10,492 (2,546) 7,946 Others* $’000	9,924 10,473
					20,397
					2024 $’000
		Accre� on of interest $’000	Exchange dif erence $’000
9,372 10,693 20,065	(11,589) – (11,589)	869 – 869	– – –	11,657 2,326 13,983	10,309 13,019
					23,328

The ‘others’ column relates to reclassifi ca� on of non-current por� on of lease liabili� es due to the passage of � me, par� ally off set by addi� ons of new lease contracts and lease modifi ca� ons during the year.

ANNUAL REPORT 2025 135

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

28. Leases (cont’d)

Group as a lessee (cont’d)

(b) Lease liabili� es (cont’d)

The following are the amounts recognised in profi t or loss:

(c)	Group Deprecia� on expense of right-of-use assets Interest expense on lease liabili� es Expense rela� ng to short-term leases Expense rela� ng to leases of low-value assets Expense rela� ng to non-lease component Variable lease payments Rental concession Impairment loss on right-of-use assets Gain on lease modif ca� ons Total amount recognised in prof t or loss Total cashf ow	2025 $’000	2024 $’000
		10,895 1,074 620 17 946 2,158 (10) – (8) 15,692	10,495 869 696 34 942 2,079 (165) 314 –
			15,264

The Group had total cash ou� lows for leases of $15,682,000 (2024: $15,175,000) during the fi nancial year which included the principal payment of $10,877,000 (2024: $10,720,000) and interest payment of $1,074,000 (2024: $869,000). The Group also had non-cash addi� ons to right-of-use assets and lease liabili� es of $1,420,000 (2024: $3,408,000) during the year. The future cash ou� lows rela� ng to leases that have not yet commenced are disclosed in Note 31(b).

136

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

28. Leases (cont’d)

Group as a lessee (cont’d)

(d) Extension op� on

The Group has several lease contracts that include extension and termina� on op� ons. These op� ons are nego� ated by management to provide fl exibility in managing the leased-asset por� olio and align with the Group’s business needs. Management exercises judgement in determining whether these extensions and termina� on op� ons are reasonably certain to be exercised. Set out below are the undiscounted poten� al future rental payments rela� ng to periods following the exercise date of extension and termina� on op� ons that are not included in the lease term:

Extension op� ons not reasonably certain to be exercised Share capital Ordinary shares issued and fully paid At the beginning and end of the f nancial year	Within 5 years 2025 2024 $’000 $’000 4,479 2,589 Group and Company 2025 2024 No. of ordinary shares $’000 No. of ordinary shares $’000	Within 5 years 2025 2024 $’000 $’000 4,479 2,589 Group and Company 2025 2024 No. of ordinary shares $’000 No. of ordinary shares $’000	Within 2025 $’000	5 years 2024 $’000
			4,479	2,589
	121,374,700	13,964	121,374,700	13,964

29. Share capital

The holders of ordinary shares are en� tled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restric� on. The ordinary shares have no par value.

ANNUAL REPORT 2025 137

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

30. Foreign currency transla� on reserve

The foreign currency transla� on reserve represents exchange diff erences arising from the transla� on of the fi nancial statements of foreign opera� ons whose func� onal currencies are diff erent from that of the Group’s presenta� on currency.

31. Commitments and con� ngencies

(a) Capital commitments

Capital expenditure contracted for as at the end of the repor� ng period but not recognised in the fi nancial statements is as follows:

Capital commitments in respect of property, plant and equipment	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	238	132

(b) Opera� ng lease commitments - as lessee

Future minimum rental payables under non-cancellable opera� ng leases as at the end of the repor� ng period are as follows:

Not later than one year Later than one year but not later than f ve years	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	182 – 182	460 642
		1,102

The minimum rental payables also relate to leases not yet commenced to which the Group has commi� ed.

138

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

32. Related party transac� ons

Related par� es are en� � es with common direct or indirect shareholders and/or directors. Par� es are considered to be related if one party has the ability to control the other party or exercise signifi cant infl uence over the other party in making fi nancial and opera� ng decision.

Some of the Group’s transac� ons and arrangements are with related par� es and the eff ects of these as determined between the par� es are refl ected in

In addi� on to the related party informa� on disclosed elsewhere in the fi nancial statements, the following transac� ons between the Group and related par� es took place on terms agreed between the par� es during the year:

Rental expense paid to director-related company, related party and director Advisory services fee and other professional fees paid to related party and director-related f rm Compensa� on of key management personnel Short-term employee benef ts Central Provident Fund contribu� ons Total compensa� on paid to key management personnel Comprise amounts paid to: - Directors of the Company - Other key management personnel	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	(154) (84) 6,891 55 6,946 6,644 302 6,946	(153) (96)
		6,663 71
		6,734
		6,453 281
		6,734

The remunera� on of key management personnel is determined by the Board of Directors having regard to the performance of individuals and market trends.

ANNUAL REPORT 2025 139

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

33. Financial risk management objec� ves and policies

The Group is exposed to fi nancial risks arising from its opera� ons and the use of fi nancial instruments. The key fi nancial risks include credit risk, liquidity risk and interest rate risk. The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the CEO and CFO. Exposure to key fi nancial risks is monitored on an on-going basis and management will assess the extent of such risks in order to ensure that these risks are kept at a minimal level. It is, and has been throughout the current and previous fi nancial year, the Group’s policy that no deriva� ves shall be undertaken except for the use as hedging instruments where appropriate and cost-effi cient. The Group does not apply hedge accoun� ng.

The following sec� ons provide details regarding the Group’s exposure to the above-men� oned fi nancial risks and the objec� ves, policies and processes for the management of these risks.

(a) Credit risk

Credit risk is the risk of loss that may arise on outstanding fi nancial instruments should a counterparty default on its obliga� ons. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other fi nancial assets which include cash and cash equivalents, the Group minimises credit risk by dealing exclusively with high credit ra� ng counterpar� es.

The Group’s objec� ve is to seek con� nual revenue growth while minimising losses incurred due to increased credit risk exposure. The Group trades mainly in cash. Credit terms are only extended to reputable business associate companies, recognised and creditworthy third par� es. Transac� ons with credit terms relate mainly to delivery and catering sales, voucher sales and export sales. The Group monitors the creditability of exis� ng customers on a regular basis and terms with such customers are adjusted if the customers do not abide by the terms extended. In addi� on, receivable balances are monitored on an on-going basis with the result that the Group’s exposure to bad debts is not signifi cant.

The Group considers the probability of default upon ini� al recogni� on of asset and whether there has been a signifi cant increase in credit risk on an ongoing basis throughout each repor� ng period.

The Group has determined the default event on a fi nancial asset to be when the counterparty fails to make contractual payments, within 90 days when they fall due, which are derived based on the Group’s historical informa� on.

To assess whether there is a signifi cant increase in credit risk, the Group compares the risk of a default occurring on the asset as at repor� ng date with the risk of default as at the date of ini� al recogni� on. The Group considers available reasonable and suppor� ve forward-looking informa� on which includes the following indicators:

Actual or expected signifi cant adverse changes in business, fi nancial or economic condi� ons that are expected to cause a signifi cant change to the borrower’s ability to meet its obliga� ons

140

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

33. Financial risk management objec� ves and policies (cont’d)

(a) Credit risk (cont’d)

Actual or expected signifi cant changes in the opera� ng results of the borrower
Signifi cant increases in credit risk on other fi nancial instruments of the same borrower
Signifi cant changes in the expected performance and behaviour of the borrower, including changes in the payment status of borrowers in the group and changes in the opera� ng results of the borrower.

The Group categorises a loan or receivable for poten� al write-off when a debtor fails to make contractual payments more than 90 days past due. Financial assets are wri� en off when there is no reasonable expecta� on of recovery, such as a debtor failing to engage in a repayment plan with the Group. Where loans and receivables have been wri� en off , the Group con� nues to engage enforcement ac� vity to a� empt to recover the receivable due. Where recoveries are made, these are recognised in profi t or loss.

The following are credit risk management prac� ces and quan� ta� ve and qualita� ve informa� on about amounts arising from expected credit losses

Trade receivables

The Group provides for life� me expected credit losses for all trade receivables using a provision matrix. The provision rates are determined based on the Group’s historical observed default rates analysed in accordance to days past due by grouping of customers based on geographical region. The loss allowance provision as at 31 March 2025 is determined as follows, the expected credit losses below also incorporate forward-looking informa� on such as forecast of economic condi� ons where the gross domes� c product will deteriorate over the next year, leading to an increased number of defaults.

Summarised below is the informa� on about the credit risk exposure on the Group’s trade receivables using a provision matrix, grouped by geographical region:

ANNUAL REPORT 2025 141

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

33. Financial risk management objec� ves and policies (cont’d)

(a) Credit risk (cont’d)

Singapore

31 March 2025	Current	Less than 30 days	31 to 60 days	61 to 90 days	More than 90 days	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Gross carrying amount	28	166	50	62	153	459
Loss allowance provision	–	–	–	–	(95)	(95)
31 March 2024	Current	Less than 30 days	31 to 60 days	61 to 90 days	More than 90 days	Total
	$’000	$’000	$’000	$’000	$’000	$’000
Gross carrying amount	290	123	308	95	135	951
Loss allowance provision	–	–	–	–	(95)	(95)

There is no loss allowance recognised for other geographical areas.

Other receivables, amounts due from joint venture, associates and subsidiaries

The Group assessed the latest performance and fi nancial posi� on of the counterpar� es, adjusted for the future outlook of the industry in which the counterpar� es operate in, and concluded that there has been no signifi cant increase in the credit risk since the ini� al recogni� on except for the amount due from joint venture and associates. Accordingly, the Company measured the impairment loss allowance using 12-month ECL.

Informa� on regarding loss allowance movement of trade and other receivables and amounts due from related companies are disclosed in Notes 15 and 18 respec� vely.

Exposure to credit risk

At the end of the repor� ng period, the Group’s maximum exposure to credit risk is represented by the carrying amount of each class of fi nancial assets recognised in the balance sheet.

142

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

33. Financial risk management objec� ves and policies (cont’d)

(a) Credit risk (cont’d)

Credit risk concentra� on prof le

At the end of the repor� ng period, 86% (2024: 92%) of the Group’s trade receivables were due from customers located in Singapore.
At the end of the repor� ng period, approximately 96% (2024: 96%) of cash and bank balances were placed with fi nancial ins� tu� ons located in Singapore.

Financial assets that are neither past due nor impaired

Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment record with the Group. Cash and cash equivalents that are neither past due nor impaired are placed with fi nancial ins� tu� ons with high credit ra� ngs and no history of default.

(b) Liquidity risk

Liquidity risk is the risk that the Group will encounter diffi culty in mee� ng fi nancial obliga� ons due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturi� es of fi nancial assets and liabili� es. The Group’s objec� ve is to maintain a balance between con� nuity of funding and fl exibility through the use of stand-by credit facili� es.

The Group seeks to maintain suffi cient liquid fi nancial assets and stand-by credit facili� es to manage its liquidity risks. As at 31 March 2025, the Group had total bank and fi nance lease facili� es of $21.3 million (2024: $21 million) of which $13.2 million (2024: $13.2 million) were u� lised and the balance of $8.1 million (2024: $7.8 million) remains unu� lised.

The Group assessed the concentra� on of risk with respect to refi nancing its debt and concluded it to be low. Access to sources of funding is suffi ciently available and debt maturing within 12 months can be rolled over with exis� ng lenders.

ANNUAL REPORT 2025 143

For the Financial Year ended 31 March 2025

NOTES TO THE FINANCIAL STATEMENTS

33. Financial risk management objec� ves and policies (cont’d)

(b) Liquidity risk (cont’d)

Analysis of fi nancial instruments by remaining contractual maturi� es

The table below summarises the maturity profi le of the Group’s and the Company’s fi nancial assets and fi nancial liabili� es at the end of the repor� ng period based on contractual undiscounted repayment obliga� ons:

Carrying amount $’000	Contractual cash f ows $’000	1 year or less $’000	1 to 5 years $’000	Over 5 years $’000
433 3,532 52,438 2,500 58,903 9,469 156 1,026 1,654 20,397 32,702 26,201	433 3,532 52,438 2,500 58,903 9,469 156 1,105 1,700 22,421 34,851 24,052	433 1,051 52,438 2,500 56,422 9,469 156 399 1,360 10,695 22,079 34,343	– 2,481 – – 2,481 – – 706 340 9,833 10,879 (8,398)	– – – –
				–
				– – – – 1,893
				1,893
				(1,893)

144

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

33. Financial risk management objec� ves and policies (cont’d)

(b) Liquidity risk (cont’d)

Analysis of fi nancial instruments by remaining contractual maturi� es (cont’d)

Carrying amount $’000	Contractual cash f ows $’000	1 year or less $’000	1 to 5 years $’000	Over 5 years $’000
991 3,534 44,098 2,500 51,123 9,633 145 1,021 2,910 23,328 37,037 14,086	991 3,534 44,098 2,500 51,123 9,633 145 1,104 3,083 25,931 39,896 11,227	991 1,022 44,098 2,500 48,611 9,633 145 335 1,370 11,166 22,649 25,962	– 2,512 – – 2,512 – – 748 1,713 12,136 14,597 (12,085)	– – – –
				–
				– – 21 – 2,629
				2,650
				(2,650)

ANNUAL REPORT 2025 145

For the Financial Year ended 31 March 2025

NOTES TO THE FINANCIAL STATEMENTS

33. Financial risk management objec� ves and policies (cont’d)

(b) Liquidity risk (cont’d)

Analysis of fi nancial instruments by remaining contractual maturi� es (cont’d)

Carrying amount $’000	Contractual cash f ows $’000	1 year or less $’000
13 4,449 12,978 17,440 4,402 4,402 13,038 36 4,419 11,024 15,479 4,160 4,160 11,319	13 4,449 12,978 17,440 4,402 4,402 13,038 36 4,419 11,024 15,479 4,160 4,160 11,319	13 4,449 12,978
		17,440
		4,402
		4,402
		13,038
		36 4,419 11,024
		15,479
		4,160
		4,160
		11,319

146

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

33. Financial risk management objec� ves and policies (cont’d)

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash fl ows of the Group’s fi nancial instruments will fl uctuate because of changes in market interest rates. The Group and the Company obtain fi nancing through bank loans and fi nance lease facili� es. The Group’s and the Company’s policy is to obtain the most favourable interest rates available without increasing its interest risk exposure. All the Group’s fi nancial assets and liabili� es at fl oa� ng rates are contractually repriced at intervals of less than 6 months (2024: less than 6 months) from the end of the repor� ng period.

Sensi� vity analysis

At the end of the repor� ng period, if interest rates had been 100 (2024: 100) basis points lower/higher with all other variables held constant, the Group’s profi t would have been $103,000 (2024: $96,000) lower/higher, arising mainly as a result of lower/higher interest income/expense on fl oa� ng rate bank loan and bank balances. The assumed movement in basis points for interest rate sensi� vity analysis is based on the currently observable market environment, showing a signifi cantly higher vola� lity as in prior years.

34. Capital management

The primary objec� ve of the Group’s capital management is to ensure that it maintains a strong credit ra� ng and healthy capital ra� os in order to support its business and maximise shareholder value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic condi� ons. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objec� ves, policies, or processes during the fi nancial years ended 31 March 2024 and 2025.

The Group monitors capital using a gearing ra� o, which is net debt divided by total capital plus net debt. The Group includes within net debt, trade and other payables, other liabili� es, provisions, bank loan, fi nance lease liabili� es, lease liabili� es, less cash and bank balances and restricted cash. Capital includes equity a� ributable to owners of the Company.

ANNUAL REPORT 2025 147

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

34. Capital management (cont’d)

Note Net debt: Trade and other payables 22 Other liabili� es 23 Provisions 24 Bank loan 25 Finance lease liabili� es 26 Lease liabili� es 28 Less: Cash and bank balances 20 Less: Restricted cash 21 Capital: Equity a� ributable to owners of the Company Capital and net debt Gearing ra� o	Group 2025 2024 $’000 $’000	Group 2025 2024 $’000 $’000
	10,700 156 2,254 1,654 1,026 20,397 (52,438) (2,500) (18,751) 57,254 38,503 N.M.*	11,148 145 2,246 2,910 1,021 23,328 (44,098) (2,500)
		(5,800)
		48,208
		42,408
		N.M.*

* N.M.: Not meaningful as the Group is in a net cash posi� on.

35. Segment informa� on

Opera� ng segments

The Group is principally engaged in the manufacture and distribu� on of food products. As such, the Group has not presented a breakdown of segment informa� on by opera� ng segments.

148

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

35. Segment informa� on

Geographical segments

The following table presents revenue and results informa� on regarding the Group’s business segments for the fi nancial years ended 31 March 2024 and 2025.

Singapore $’000	Australia $’000	Malaysia $’000	Elimina� on $’000	Total $’000
101,671 26,662 1,294 199 8 (2,930) (10,873) (49) (155) (1,074) 13,082 92,482 38,745 2,062 1,510	169 (243) – – – (2) (22) – – – (267) 41 – – –	2,333 507 45 – – (91) – – – – 461 3,601 114 123 –	(2,221) 167 – – – – – – – – 167 (11) – – –	101,952
				27,093 1,339 199 8 (3,023) (10,895) (49) (155) (1,074)
				13,443 (2,095)
				11,348
				96,113 38,859
				2,185 1,510

ANNUAL REPORT 2025 149

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

35. Segment informa� on (cont’d)

Geographical segments (cont’d)

Singapore $’000	Australia $’000	Malaysia $’000	Elimina� on $’000	Total $’000
100,579 25,975 1,042 14 (3,034) (10,442) (314) (50) (219) (866) 12,106 88,914 43,660 1,653 3,408 97	342 (289) 1 – (1) (53) – – – (3) (345) 114 56 – – –	2,036 444 37 – (78) – – – – – 403 3,058 138 3 – –	(2,004) 338 – – – – – – – – 338 (24) – – – –	100,953
				26,468 1,080 14 (3,113) (10,495) (314) (50) (219) (869)
				12,502 (2,834)
				9,668
				92,062 43,854
				1,656 3,408 97

150

NOTES TO THE FINANCIAL STATEMENTS

For the Financial Year ended 31 March 2025

36. Dividends

*Declared and paid during the f nancial year:* Dividends on ordinary shares:  Interim exempt (one-� er) dividend for 2025: $0.010 (2024: $0.010) per share  Interim exempt (one-� er) dividend for 2024: $0.010 (2023: $0.010) per share *Proposed but not recognised as a liability as at 31 March:* Dividends on ordinary shares, subject to shareholders’ approval at the Annual General Mee� ng:  Final exempt (one-� er) dividend for 2025: $0.010 (2024: $0.010) per share	Group and Company 2025 2024 $’000 $’000	Group and Company 2025 2024 $’000 $’000
	1,214 1,214 2,428 1,214	1,214 1,214
		2,428
		1,214

37.

The fi nancial statements for the fi nancial year ended 31 March 2025 were authorised for issue in accordance with a resolu� on of the Directors on 23 June 2025.

ANNUAL REPORT 2025 151

STATISTICS OF SHAREHOLDINGS

As at 30 June 2025

Share Capital

Issued and fully paid-up capital : S$13,964,000 Number of issued shares : 121,374,700 Class of shares : Ordinary shares Vo� ng rights : One vote per ordinary share Treasury shares : Nil Subsidiary holdings : Nil

Substan� al Shareholders

(As recorded in the Register of Substan� al Shareholders)

	Direct Interest		Deemed Interest
	No. of Shares	%	No. of Shares	%
Han Keen Juan	71,136,000	58.61	8,892,000(1)	7.33
Goodview Proper� es Pte Ltd	14,564,000(2)	12.00	–	–
Far East Organiza� on Centre Pte Ltd	–	–	14,564,000(3)	12.00
Estate of Ng Teng Fong	–	–	14,564,000(3)	12.00
Ng Chee Tat Philip	–	–	14,564,000(3)	12.00
Ng Chee Siong	–	–	14,564,000(3)	12.00
Lim Tao-E William	8,892,000	7.33	–	–
Ng Choi Hong	8,892,000	7.33	71,136,000(1)	58.61

Notes:

(1) Han Keen Juan and Ng Choi Hong are husband and wife. Each is deemed to be interested in the direct interest of the other, as each has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of those shares held by the other.

(2) Goodview Proper� es Pte Ltd’s direct interest is based on its Form 3 disclosure in the Company’s announcement on 9 June 2021.
(3) Far East Organiza� on Centre Pte Ltd, Estate of Ng Teng Fong (the “Estate”), Ng Chee Tat Philip and Ng Chee Siong are deemed to have an interest in the shares held by Goodview Proper� es Pte Ltd. The Estate has a controlling interest in Far East Organiza� on Centre Pte. Ltd., which in turn has a controlling interest in Goodview Proper� es Pte Ltd. Ng Chee Tat Philip and Ng Chee Siong are Joint Executors and benefi ciaries of the Estate and are therefore deemed to be interested in the 14,564,000 shares in which Goodview Proper� es Pte Ltd has an interest.

152

STATISTICS OF SHAREHOLDINGS

As at 30 June 2025

Public Float

Based on the informa� on available and to the best knowledge of the Company as at 30 June 2025, approximately 14.67% of the issued ordinary shares of the Company were held by the public. Accordingly, the Company has complied with Rule 723 of the Lis� ng Manual Sec� on B: Rules of Catalist of the Singapore Exchange Securi� es Trading Limited.

DISTRIBUTION OF SHAREHOLDINGS

SIZE OF SHAREHOLDINGS 1 -99 100 - 1,000 1,001 - 10,000 10,001 - 1,000,000 1,000,001 AND ABOVE TOTAL	NO. OF SHAREHOLDERS	%	NO. OF SHARES	%
	134 245 367 184 7 937	14.30 26.15 39.17 19.64 0.74 100.00	1,541 181,504 1,749,140 11,428,555 108,013,960 121,374,700	0.00 0.15 1.44 9.42 88.99
				100.00

ANNUAL REPORT 2025 153

STATISTICS OF SHAREHOLDINGS

As at 30 June 2025

TWENTY LARGEST SHAREHOLDERS

NO. NAME 1 HAN KEEN JUAN 2 GOODVIEW PROPERTIES PTE LTD 3 LIM TAO-E WILLIAM 4 NG CHOI HONG 5 DBS NOMINEES (PRIVATE) LIMITED 6 CITIBANK NOMINEES SINGAPORE PTE LTD 7 CHEW THYE CHUAN OR TAN SEW MAI 8 CHAN WENG CHIH MATTHEW (CHEN RONGZHI MATTHEW) 9 MAYBANK SECURITIES PTE. LTD. 10 BNP PARIBAS NOMINEES SINGAPORE PTE. LTD. 11 JEN SHEK CHUEN 12 JAMES ALVIN LOW YIEW HOCK 13 TAN KOK CHING 14 PHILLIP SECURITIES PTE LTD 15 UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 16 UOB KAY HIAN PRIVATE LIMITED 17 RAFFLES NOMINEES (PTE.) LIMITED 18 LIM CHIN HIAN 19 SEAH WEE LIUM (XIE WEINIAN) 20 TAN SZE HONG TOTAL	NO. OF SHARES	%
	71,136,000 14,198,000 8,892,000 8,892,000 2,125,460 1,410,500 1,360,000 748,100 522,808 425,800 412,800 410,000 406,700 361,640 344,200 324,600 315,000 263,000 260,000 208,000 113,016,608	58.61 11.70 7.33 7.33 1.75 1.16 1.12 0.62 0.43 0.35 0.34 0.34 0.34 0.30 0.28 0.27 0.26 0.22 0.21 0.17
		93.13

154

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general mee� ng of Old Chang Kee Ltd. (the “ Company ”) (the “ AGM ”) will be held at Woodlands Regional Library – Auditorium Basement 1, 900 South Woodlands Dr, #01-03 Civic Centre, Singapore 730900, on Monday, 28 July 2025 at 2:00 p.m. to transact the following businesses:

As Ordinary Business

1.	To receive and adopt the Directors’ Statement and Audited Financial Statements of the Company for the f nancial year ended 31 March 2025 together with	To receive and adopt the Directors’ Statement and Audited Financial Statements of the Company for the f nancial year ended 31 March 2025 together with
	the Auditor’s Report thereon.	(Resolu� on 1)
2.	To declare a f nal tax-exempt (one-� er) dividend of 1.0 Singapore cent per ordinary share for the f nancial year ended 31 March 2025 (FY2024: 1.0 Singapore
	cent per ordinary share).	[See Explanatory Note (i)]
		(Resolu� on 2)
3.	To approve the payment of Directors’ fees of S$164,000 for the f nancial year ending 31 March 2026, payable quarterly in arrears (FY2025: S$164,000).
		[See Explanatory Note (ii)]
		(Resolu� on 3)
4.	To re-elect Mr Tan Han Beng, a Director re� ring under Regula� on 95 of the Cons� tu� on of the Company.	[See Explanatory Note (iii)]
		(Resolu� on 4)
5.	To re-elect Mr Hawazi Bin Daipi, a Director re� ring under Regula� on 95 of the Cons� tu� on of the Company.	[See Explanatory Note (iv)]
		(Resolu� on 5)
6.	To re-appoint Ernst & Young LLP as Auditor of the Company and to authorise the Directors to f x their remunera� on.	(Resolu� on 6)
7.	To transact any other ordinary business that may properly be transacted at an annual general mee� ng.

ANNUAL REPORT 2025 155

NOTICE OF ANNUAL GENERAL MEETING

As Special Business

ORDINARY RESOLUTION: PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE

To consider and, if thought fi t, to pass the following resolu� on as an Ordinary Resolu� on, with or without modifi ca� ons:-

That:
(a) for the purposes of the Companies Act 1967 of Singapore (the “ Act ”), the exercise by the Directors of the Company of all the powers of the Company to purchase or otherwise acquire the ordinary shares in the capital of the Company (“ Shares ”) not exceeding in aggregate the Prescribed Limit (as herea� er defi ned), at such price(s) as may be determined by the Directors of the Company from � me to � me up to the Maximum Price (as herea� er defi ned), whether by way of:
- (i) market purchases (each a “ Market Purchase ”), transacted through the Singapore Exchange Securi� es Trading Limited (“ SGX-ST ”) or, as the case may be, any other securi� es exchange on which the Shares may for the � me being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
- (ii) off -market purchases (each an “ Off -Market Purchase ”) (if eff ected otherwise than on an approved exchange in Singapore or any securi� es exchange outside Singapore) in accordance with an equal access scheme as defi ned in Sec� on 76C of the Act as may be determined or formulated by the Directors of the Company as they may consider fi t, which scheme(s) shall sa� sfy all the condi� ons prescribed by the Act and the Lis� ng Manual Sec� on B: Rules of Catalist of the SGX-ST (the “ Catalist Rules ”) and otherwise in accordance with all other lis� ng rules and regula� ons of the SGX-ST as may for the � me being be applicable,

be and is hereby authorised and approved generally and uncondi� onally (the “ Share Buy-back Mandate ”);

(b) unless varied or revoked by an ordinary resolu� on of shareholders of the Company in general mee� ng, the authority conferred on the Directors of the Company pursuant to the Share Buy-back Mandate may be exercised by the Directors at any � me and from � me to � me during the period commencing from the passing of this Resolu� on 7 and expiring on the earlier of:
(i) the date on which the next annual general mee� ng of the Company is held or required by law to be held, whichever is the earlier;
(ii) the date on which the share buy-back(s) are carried out to the full extent mandated; or
(iii) the date on which the authority contained in the Share Buy-back Mandate is varied or revoked by an ordinary resolu� on of shareholders of the Company in general mee� ng;

156

NOTICE OF ANNUAL GENERAL MEETING

(c) in this Resolu� on 7:
“ Market Day ” means a day on which the SGX-ST is open for trading in securi� es;

“ Maximum Price ” in rela� on to a Share to be purchased, means an amount (excluding brokerage, stamp du� es, applicable goods and services tax and other related expenses) not exceeding:

(i) in the case of a Market Purchase, the price per Share which is not more than 5% above the average of the closing market prices of the Shares over the last fi ve (5) Market Days on the Catalist, on which transac� ons in the Shares were recorded, immediately preceding the day of the Market Purchase by the Company, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on occurring during the relevant fi ve (5) Market Days period and the day of the Market Purchase; and
(ii) in the case of an Off -Market Purchase, the price per Share based on not more than 20% above the average of the closing market prices of the Shares over the last fi ve (5) Market Days on the Catalist, on which transac� ons in the Shares were recorded immediately preceding the day on which the Company makes an announcement of an off er under an Off -Market Purchase scheme, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on occurring during the relevant fi ve (5) Market Days period and the day of the Off -Market Purchase;

“ Prescribed Limit ” means 10% of the total number of issued ordinary shares of the Company as at the date of passing of this Resolu� on 7 unless the Company has eff ected a reduc� on of the share capital of the Company in accordance with the applicable provisions of the Act, at any � me during the Relevant Period (as hereina� er defi ned), in which event the total number of ordinary shares of the Company shall be taken to be the total number of ordinary shares of the Company as altered. Shares which are held by the Company as treasury shares and subsidiary holdings will be disregarded for the purposes of calcula� ng this 10% limit;

“ Relevant Period ” means the period commencing from the date on which this Resolu� on 7 in rela� on to the renewal of the Share Buy-back Mandate is passed and expiring on the earliest of (i) the date on which the next annual general mee� ng is held or is required by law to be held; (ii) the date on which the share buy-backs are carried out to the full extent mandated; or (iii) the date the Share Buy-back Mandate is revoked or varied by the Company in a general mee� ng, a� er this Resolu� on 7 is passed; and

“ subsidiary holdings ” has the meaning given to it in the Catalist Rules; and

(d) the Directors of the Company and each of them be and are hereby authorised and empowered to complete and do all such acts and things (including execu� ng such documents as may be required) as they may consider desirable, expedient or necessary in the interest of the Company in connec� on with or for the purposes of giving full eff ect to the Share Buy-back Mandate. [See Explanatory Note (v)] (Resolu� on 7)

ANNUAL REPORT 2025 157

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTION: THE PROPOSED SHARE ISSUE MANDATE TO ALLOT AND ISSUE SHARES OF UP TO 100% OF THE TOTAL NUMBER OF ISSUED SHARES ON A PRO-RATA BASIS AND UP TO 50% OF THE TOTAL NUMBER OF ISSUED SHARES OTHER THAN ON A PRO-RATA BASIS

To consider and, if thought fi t, to pass the following resolu� on as an Ordinary Resolu� on, with or without modifi ca� ons:

That pursuant to Sec� on 161 of the Act and Rule 806 of the Catalist Rules, authority be and is hereby given to the Directors of the Company to:-
(a) (i) allot and issue Shares whether by way of rights, bonus or otherwise; and/or
- (ii) make or grant off ers, agreements or op� ons (collec� vely, “ Instruments ”) that might or would require Shares to be issued, including but not limited to the crea� on and issue of (as well as adjustments to) op� ons, warrants, debentures or other instruments conver� ble into Shares, at any � me and upon such terms and condi� ons and for such purposes and to such persons as the Directors of the Company may in their absolute discre� on deem fi t;
(b) issue Shares (in pursuance of any Instrument made or granted by the Directors of the Company while this Resolu� on 8 was in force), provided that:-
- (i) the aggregate number of Shares to be issued pursuant to this Resolu� on 8 does not exceed 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of Shares 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) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below); and
- (ii) subject to such manner of calcula� on 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 (i) above, the percentage 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) in the capital of the Company at the � me this Resolu� on 8 is passed, a� er adjus� ng for:-
  - (A) new Shares arising from the conversion or exercise of any conver� ble securi� es;
  - (B) new Shares arising from the exercise of Share op� ons or ves� ng of Share awards, provided that the Share op� ons or Share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
  - (C) any subsequent bonus issue, consolida� on or sub-division of Shares.

Adjustments in accordance with (ii)(A) and (ii)(B) above are only to be made in respect of new Shares arising from conver� ble securi� es, Share op� ons or Share awards which were issued and outstanding or subsis� ng at the � me of the passing of this Resolu� on 8;

158

NOTICE OF ANNUAL GENERAL MEETING

(iii) in exercising the authority conferred by this Resolu� on 8, the Company shall comply with the requirements imposed by the SGX-ST from � me to � me and the provisions of the Catalist Rules for the � me being in force (in each case, unless such compliance has been waived by the SGX-ST) and all applicable legal requirements under the Act and the Cons� tu� on for the � me being of the Company; and
(iv) (unless revoked or varied by the Company in general mee� ng) the authority conferred by this Resolu� on 8 shall con� nue in force un� l the conclusion of the next annual general mee� ng of the Company or the date by which the next annual general mee� ng of the Company is required by law to be held, whichever is the earlier; and
(c) in this Resolu� on 8, “ subsidiary holdings ” has the meaning given to it in the Catalist Rules.

[See Explanatory Note (vi)] (Resolu� on 8)

By Order of the Board

Adrian Chan Pengee Company Secretary Singapore

11 July 2025

Explanatory Notes:

(i) The proposed fi nal tax-exempt (one-� er) dividend of 1.0 Singapore cent per ordinary share comprises an ordinary dividend of 1.0 Singapore cents per ordinary share for the fi nancial year ended 31 March 2025.
(ii) Directors’ fees are for the forthcoming fi nancial year from 1 April 2025 to 31 March 2026, payable quarterly in arrears.
(iii) Mr Tan Han Beng will, upon re-elec� on as a Director of the Company, remain as the Lead Independent Director of the Company, the Chairman of the Audit Commi� ee and a member of the Remunera� on Commi� ee and Nomina� ng Commi� ee. The Board considers Mr Tan Han Beng to be independent for the purposes of Rule 704(7) of the Catalist Rules. Mr Tan Han Beng does not have any rela� onships including immediate family rela� onships between himself and the Directors, the Company and its substan� al shareholders. Further informa� on on Mr Tan Han Beng, including informa� on as required under Appendix 7F of the Catalist Rules can be found under the sec� ons en� tled “Board of Directors” and “Corporate Governance” of the Annual Report 2025. Mr Tan Han Beng has abstained from making any recommenda� ons in respect of his re-nomina� on as Director.

ANNUAL REPORT 2025 159

NOTICE OF ANNUAL GENERAL MEETING

(iv) Mr Hawazi Bin Daipi will, upon re-elec� on as a Director of the Company, remain as an Independent Director, the Chairman of the Remunera� on Commi� ee, the Chairman of the Nomina� ng Commi� ee and a member of the Audit Commi� ee. The Board considers Mr Hawazi Bin Daipi to be independent for the purposes of Rule 704(7) of the Catalist Rules. Mr Hawazi Bin Daipi does not have any rela� onships including immediate family rela� onships between himself and the Directors, the Company and its substan� al shareholders. Further informa� on on Mr Hawazi Bin Daipi, including informa� on as required under Appendix 7F of the Catalist Rules can be found under the sec� ons en� tled “Board of Directors” and “Corporate Governance” of the Annual Report 2025. Mr Hawazi Bin Daipi has abstained from making any recommenda� ons in respect of his re-nomina� on as Director.
(v) The Ordinary Resolu� on proposed in item 8 above relates to the renewal of a mandate approved by shareholders of the Company at the annual general mee� ng of the Company held on 29 July 2024, and if passed, will empower the Directors of the Company, from the date of the above AGM un� l the date of the next annual general mee� ng to be held or is required by law to be held or such authority is varied or revoked by the Company in a general mee� ng, whichever is the earlier, to make purchases (whether by way of Market Purchases or Off -Market Purchases on an equal access scheme) from � me to � me of up to 10% of the total number of ordinary shares (excluding treasury shares and subsidiary holdings) of the Company at prices up to but not exceeding the Maximum Price. The ra� onale for the Share Buy-back Mandate, the authority and limita� on on the purchase or acquisi� on of Shares under the Share Buy-back Mandate, the source of funds to be used for the purchase or acquisi� on including the amount of fi nancing, and the fi nancial eff ects of the purchase or acquisi� on of Shares by the Company pursuant to the Share Buy-back Mandate are set out in greater detail in the Addendum accompanying the Annual Report 2025.
(vi) The Ordinary Resolu� on proposed in item 9 above, if passed, will authorise and empower the Directors of the Company from the date of the above AGM un� l the next annual general mee� ng to be held or is required by law to be held or such authority is varied or revoked by the Company in a general mee� ng, whichever is the earlier, to allot and issue up to 100% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (including Shares to be issued in pursuance of any Instrument made or granted while Resolu� on 8 was in force), of which the aggregate number of Shares to be issued other than on a pro-rata basis to shareholders of the Company (including Shares to be issued in pursuance of any Instrument made or granted while Resolu� on 8 was in force) does not exceed 50% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) in the capital of the Company, without seeking any further approval from shareholders in general mee� ng but within the limita� on imposed by Resolu� on 8, for such purposes as the Directors may consider to be in the interests of the Company.

Notes:

(1) The AGM will be held in a wholly physical format at Woodlands Regional Library – Auditorium Basement 1, 900 South Woodlands Dr, #01-03 Civic Centre, Singapore 730900, on Monday, 28 July 2025 at 2:00 p.m.. There will be no op� on for shareholders of the Company (“ Shareholders ”) to par� cipate virtually. Printed copies of the No� ce of AGM and the Proxy Form will be sent by post to Shareholders. This No� ce of AGM and the accompanying proxy form for the AGM will also be published electronically on (i) SGXNet at h� ps://www.sgx.com/securi� es/company-announcements; and (ii) the Company’s corporate website at h� ps://www.oldchangkee.com/.
(2) Except for a member who is a “Relevant Intermediary” as defi ned under Sec� on 181(6) of the Act, a member of the Company en� tled to a� end and vote at a mee� ng of the Company is en� tled to appoint not more than two (2) proxies to a� end and vote in his/her stead. Where a member appoints more than one (1) proxy, the appointments shall be invalid unless he/she specifi es the propor� on of his/her shareholding (expressed as a percentage of the whole) to be represented by each proxy.
(3) Pursuant to Sec� on 181(1C) of the Act, a member who is a Relevant Intermediary, is en� tled to appoint more than two (2) proxies to a� end and vote at the mee� ng, but each proxy must be appointed to exercise rights a� ached to a diff erent share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares held by such member in rela� on to which each proxy has been appointed shall be specifi ed in the proxy form.

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NOTICE OF ANNUAL GENERAL MEETING

“ Relevant Intermediary ” means:

(i) a banking corpora� on licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such a banking corpora� on, whose business includes the provision of nominee services and who holds shares in that capacity;
(ii) a person holding a capital markets services licence to provide custodial services for securi� es under the Securi� es and Futures Act 2001 of Singapore, and who holds shares in that capacity; or
(iii) the Central Provident Fund (“ CPF ”) Board established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legisla� on made under that Act providing for the making of investments from the contribu� ons and interest standing to the credit of members of the CPF, if the CPF Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legisla� on.

Investors who hold shares under the CPF Investment Scheme and/or Supplementary Re� rement Scheme (“ SRS ”) (as the case may be), and who wish to vote should approach their respec� ve agents to submit their votes at least seven (7) working days before the AGM (i.e. by 5:00 p.m. on 16 July 2025) in order to allow suffi cient � me for their respec� ve relevant intermediaries to in turn submit a proxy form to vote on their behalf.

(4)
A proxy need not be a member of the Company.
(5) Comple� on and return of the instrument appoin� ng a proxy shall not preclude a member from a� ending and vo� ng at the Mee� ng. Any appointment of a proxy or proxies shall be deemed to be revoked if a member a� ends the Mee� ng in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under the instrument of proxy to the Mee� ng.
(6) The instrument or form appoin� ng a proxy or proxies, together with the power of a� orney or other authority under which it is signed (if applicable) or a notarial cer� fi ed copy thereof, must be submi� ed to the Company in the following manner:
(a) if submi� ed by post, be lodged with the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 1 Harbourfront Avenue #14-07 Keppel Bay Tower Singapore 098632; or
(b) if submi� ed electronically, be submi� ed via email to the Company’s Share Registrar at [email protected],

in either case, by 2:00 p.m. on 25 July 2025 (being not less than seventy-two (72) hours before the � me appointed for holding the AGM) (or at any adjournment thereof) and in default the instrument of proxy shall not be treated as valid.

A Shareholder who wishes to submit an instrument of proxy must fi rst complete and sign the proxy form, before submi� ng it by post to the address provided in sub-paragraph (a) above, or scanning and sending it by email to the email address provided in sub-paragraph (b) above.

Shareholders are strongly encouraged to submit completed proxy forms electronically via email to the Company so as to reach the Company not less than seventy-two (72) hours before the � me appointed for holding the AGM.

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NOTICE OF ANNUAL GENERAL MEETING

(7) The instrument appoin� ng a proxy or proxies must be under the hand of the appointor or of his/her a� orney duly authorised in wri� ng. Where the instrument appoin� ng a proxy or proxies is executed by a corpora� on, it must be executed either under its common seal or under the hand of its a� orney or duly authorised offi cer, failing which the instrument of proxy may be treated as invalid. Where an instrument appoin� ng the a proxy or proxies is signed on behalf of the appointor by an a� orney, the le� er or power of a� orney or a duly cer� fi ed copy thereof must (failing previous registra� on with the Company), if the instrument appoin� ng the a proxy or proxies is submi� ed by post, be lodged with the instrument of proxy or, if the instrument appoin� ng a proxy or proxies is submi� ed electronically via email, be emailed with the instrument of proxy, failing which the instrument may be treated as invalid.
(8) A corpora� on which is a Shareholder may authorise by resolu� on of its directors or other governing body, such person as it thinks fi t to act as its representa� ve at the AGM, in accordance with its cons� tu� on and Sec� on 179 of the Act.
(9) The Company shall be en� tled to reject the instrument appoin� ng a proxy or proxies if it is incomplete, improperly completed or illegible or where the true inten� ons of the appointor are not ascertainable from the instruc� ons of the appointor specifi ed in the instrument appoin� ng a proxy or proxies.
(10) In the case of Shareholders whose shares are entered against their names in the Depository Register, the Company may reject any instrument appoin� ng a proxy or proxies lodged or submi� ed if such Shareholders are not shown to have shares entered against their names in the Depository Register seventy-two (72) hours before the � me appointed for holding the AGM, as cer� fi ed by The Central Depository (Pte) Limited to the Company.
(11) A Shareholder who wishes to submit ques� ons related to the resolu� ons to be tabled at the AGM in advance of the AGM should do so no later than 2:00 p.m. on 21 July 2025 through any of the following means: (i) by post lodged with the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 1 Harbourfront Avenue #14-07 Keppel Bay Tower Singapore 098632 or (ii) by email to f [email protected].

When a Shareholder sends in his/her ques� ons through email or by post, the Shareholder should also provide the Company with the following details:

full name;
NRIC/Passport ID; and
the manner in which they hold shares (e.g. via CDP, CPF or SRS).

The Company will endeavour to address all substan� al and relevant ques� ons rela� ng to the agenda of the AGM received from the Shareholders by publishing the responses on the SGXNet and the Company’s website by 23 July 2025, 2:00 p.m.. Minutes of the AGM will therea� er be published on SGXNet and the Company’s website within one month a� er the date of the AGM.

(12) The Annual Report 2025 (including the Addendum in rela� on to the renewal of the Share Buy-back Mandate) will also be published electronically on (i) SGXNet at h� ps://www. sgx.com/securi� es/company-announcements; and (ii) the Company’s corporate website at h� ps://www.oldchangkee.com/.
(13) Each of the resolu� ons to be put to the vote of members at the AGM (and any adjournment thereof) will be voted on by way of a poll.

162

NOTICE OF ANNUAL GENERAL MEETING

Personal Data Privacy:-

By (a) submi� ng an instrument appoin� ng a proxy or proxies to a� end, speak and vote at the AGM and/or any adjournment thereof, or (b) submi� ng any ques� on prior to the AGM in accordance with this No� ce, a Shareholder consents to the collec� on, use and disclosure of the Shareholder’s personal data by the Company (or its agents or service providers) for the following purposes:

(i) processing, administra� on and analysis by the Company (or its agents or service providers) of the instruments appoin� ng a proxy or proxies for the AGM (including any adjournment thereof) and the prepara� on and compila� on of the a� endance lists, proxy lists, minutes and other documents rela� ng to the AGM (including any adjournment thereof);
(ii) addressing substan� al and relevant ques� ons from Shareholders received before the AGM and if necessary, following up with the relevant Shareholders in rela� on to such ques� ons; and
(iii) enabling the Company (or its agents or service providers) to comply with any applicable laws, lis� ng rules, regula� ons and/or guidelines by the relevant authori� es.

Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a Shareholder (such as his name, his presence at the AGM and any ques� ons he may raise or mo� ons he propose/second) may be recorded by the Company for such purpose.

163

ANNUAL REPORT 2025

ADDENDUM

ADDENDUM DATED 11 July 2025

THIS ADDENDUM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY.

This addendum (“ Addendum ”) is circulated to shareholders of Old Chang Kee Ltd. (the “ Company ”) together with the Company’s annual report for the fi nancial year ended 31 March 2025 (the “ Annual Report ”). The purpose of the Addendum is to provide shareholders with the relevant informa� on rela� ng to, and to seek shareholders’ approval for, the proposed renewal of the Share Buy-back Mandate (as defi ned hereina� er) to be tabled at the annual general mee� ng to be held in a wholly physical format on 28 July 2025 at 2:00 p.m. at Woodlands Regional Library – Auditorium Basement 1, 900 South Woodlands Dr, #01-03 Civic Centre, Singapore 730900 (the “ AGM ”).

If you are in doubt about the contents of this Addendum or the ac� on that you should take, you should consult your stockbroker, bank manager, accountant, solicitor or other professional adviser immediately.

If you have sold or transferred all your ordinary shares in the capital of the Company, you should immediately forward this Addendum together with the No� ce of AGM and the accompanying proxy form immediately to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was eff ected for onward transmission to the purchaser or the transferee.

This Addendum has been reviewed by the Company’s sponsor, PrimePartners Corporate Finance Pte. Ltd. (the “ Sponsor ”). It has not been examined or approved by the Singapore Exchange Securi� es Trading Limited (the “ Exchange ”) and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.

The contact person for the Sponsor is Ms Ng Shi Qing, 16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318, [email protected].

(Incorporated in the Republic of Singapore on 16 December 2004) (Company Registra� on No. 200416190W)

ADDENDUM TO SHAREHOLDERS

in rela� on to

THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE

164

ADDENDUM

DEFINITIONS

For the purpose of this Addendum, the following defi ni� ons have, where appropriate, been used:

“ACRA” : Accoun� ng and Corporate Regulatory Authority “AGM” : The annual general mee� ng of the Company to be held at 2:00 p.m. on 28 July 2025 “Addendum” : This addendum to the Annual Report dated 11 July 2025 “Annual Report” : The annual report of the Company for the fi nancial year ended 31 March 2025 “Approval Date” : Has the meaning ascribed to it in Sec� on 1.3.1 of this Addendum “Associates” : Shall bear the meaning assigned to it by the Catalist Rules “Board of Directors” or “Director(s)” : The board of directors of the Company as at the Latest Prac� cable Date “CDP” : The Central Depository (Pte) Limited “Catalist” : The sponsor-supervised lis� ng pla� orm of the SGX-ST “Catalist Rules” : The SGX-ST Lis� ng Manual Sec� on B: Rules of Catalist, as may be amended, modifi ed or supplemented from � me to � me
“cents” : Singapore cents “Company” : Old Chang Kee Ltd. “Companies Act” : The Companies Act 1967 of Singapore, as amended, modifi ed or supplemented from � me to � me “Cons� tu� on” : The Cons� tu� on of the Company

ANNUAL REPORT 2025 165

ADDENDUM

“Controlling Shareholder”

: A person who:
- (a) holds directly or indirectly 15% or more of the nominal amount of all vo� ng shares in the company; or
- (b) in fact exercises control over a company
“Council”

: The Securi� es Industry Council

“EPS” : Earnings per Share “Group” : The Company and its Subsidiaries
“Latest Prac� cable Date” : 30 June 2025, being the latest prac� cable date prior to the prin� ng of this Addendum
“Market Day”
: A day on which the SGX-ST is open for trading in securi� es
“Market Purchase” : Has the meaning ascribed to it in Sec� on 1.3.3 of this Addendum
“Maximum Price” : Has the meaning ascribed to it in Sec� on 1.3.4 of this Addendum
“NTA” : Net tangible assets
“Off -Market Purchase” : Has the meaning ascribed to it in Sec� on 1.3.3 of this Addendum
“Relevant Period” : The period commencing from the date on which the resolu� on in rela� on to the renewal of the Share Buy-back Mandate is passed and expiring on the earliest of (i) the date on which the next annual general mee� ng is held or is required by law to be held; (ii) the date on which the Share Buy-backs are carried out to the full extent mandated; or (iii) the date the Share Buy-back Mandate is revoked or varied by the Company in a general mee� ng, a� er the said resolu� on is passed
“SFA” : The Securi� es and Futures Act 2001 of Singapore, as amended, modifi ed or supplemented from � me to � me
“SGX-ST” : Singapore Exchange Securi� es Trading Limited
“Share Buy-back(s)” : The buy-back(s) of Shares by the Company pursuant to the terms of the Share Buy-back Mandate
“Share Buy-back Mandate” : The proposed mandate to enable the Company to purchase or otherwise acquire its Shares, the terms of which are set out in Sec� on 1.3 of this Addendum

166

ADDENDUM

“Shareholders”

: Persons who are registered as holders of the Shares except where the registered holder is CDP, in which case the term “Shareholders” shall in rela� on to such Shares mean the Depositors whose securi� es accounts with CDP are credited with the Shares

“Shares”

: Ordinary shares in the capital of the Company

“Subsidiaries”

: The subsidiaries of a company (as defi ned in Sec� on 5 of the Companies Act) and “Subsidiary” shall be construed accordingly

“Substan� al Shareholders”

: A person who has an interest or interests in one or more vo� ng shares in the Company represen� ng not less than 5% of all the vo� ng shares in the Company

“Take-over Code”

: The Singapore Code on Take-overs and Mergers

Currencies and others

“S$” : Singapore dollars “%” : Per centum or percentage

The terms “ Depositor ” and “ Depository Register ” shall have the meanings ascribed to them respec� vely by Sec� on 81SF of the SFA. The term “ treasury shares ” shall have the meaning ascribed to it in Sec� on 4 of the Companies Act. The term “ subsidiary holdings ” shall have the meaning ascribed to it in the Catalist Rules and is defi ned in the Catalist Rules to mean shares referred to in Sec� ons 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.

Words impor� ng the singular shall, where applicable, include the plural and vice versa and words impor� ng the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corpora� ons.

Any reference in this Addendum to any enactment is a reference to that enactment as for the � me being amended or re-enacted. Any term or word defi ned under the Companies Act or the SFA or the Catalist Rules or any statutory or regulatory modifi ca� on thereof and used in this Addendum shall where applicable have the same meaning ascribed to it under the Companies Act or the SFA or the Catalist Rules or such statutory or regulatory modifi ca� on, as the case may be, unless otherwise provided.

All discrepancies in the fi gures included herein between the listed amounts and totals thereof are due to rounding. Accordingly, fi gures shown as totals in this Addendum may not be an arithme� c aggrega� on of the fi gures that precede them.

Any reference to a � me of a day in this Addendum is a reference to Singapore � me, unless otherwise stated.

ANNUAL REPORT 2025 167

ADDENDUM

OLD CHANG KEE LTD.

(Incorporated in the Republic of Singapore on 16 December 2004)

(Company Registra� on No. 200416190W)

LETTER TO SHAREHOLDERS

Board of Directors

Registered Offi ce

Han Keen Juan (Execu� ve Chairman) Lim Tao-E William (Execu� ve Director and Chief Execu� ve Offi cer) Chow Hui Shien (Execu� ve Director and Deputy Chief Execu� ve Offi cer) Tan Han Beng (Lead Independent Director) Audrey Yap Su Ming (Non-Execu� ve and Non-Independent Director) Hawazi Bin Daipi (Independent Director)

2 Woodlands Terrace Singapore 738427

11 July 2025

To: The Shareholders of Old Chang Kee Ltd.

Dear Shareholders,

1. THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE

1.1 Introduc� on

Shareholders had approved the adop� on of the Share Buy-back Mandate at the Extraordinary General Mee� ng held on 29 April 2009 (“ 2009 EGM ”) to allow the Company to purchase or otherwise acquire fully-paid issued ordinary shares in the capital of the Company. The authority and limita� ons on the Share Buy-back Mandate were set out in the circular dated 14 April 2009 and ordinary resolu� on 1 set out in the no� ce of the 2009 EGM.

The Share Buy-back Mandate was renewed at the Company’s previous annual general mee� ng held on 29 July 2024 and will expire on the date of the AGM. Accordingly, Shareholders’ approval is being sought for the renewal of the Share Buy-back Mandate at the AGM to be held on 28 July 2025.

168

ADDENDUM

If approved, the Share Buy-back Mandate will take eff ect from the date of the AGM and con� nue in force un� l the date of the next annual general mee� ng or such date as the next annual general mee� ng is required by law to be held (whichever is the earlier), unless prior thereto, Share Buy-backs are carried out to the full extent mandated or the Share Buy-back Mandate is revoked or varied by the Company in a general mee� ng.

The purchase or acquisi� on of Shares by the Company pursuant to the Share Buy-back Mandate will have to be made in accordance with the Cons� tu� on, the Catalist Rules, the Companies Act, and such other laws and regula� ons as may for the � me being applicable. The Cons� tu� on expressly permits the Company to purchase or otherwise acquire Shares issued by it.

The Company has on 11 July 2025 issued a no� ce convening the AGM, and the proposed Ordinary Resolu� on 7 in the no� ce of the AGM relates to the proposed renewal of the Share Buy-back Mandate.

The purpose of this Addendum is to provide Shareholders with informa� on rela� ng to the proposed renewal of the Share Buy-back Mandate to be tabled at the AGM to be held in a wholly physical format at Woodlands Regional Library – Auditorium Basement 1, 900 South Woodlands Dr, #01-03 Civic Centre, Singapore 730900 on 28 July 2025 at 2:00 p.m..

The SGX-ST assumes no responsibility for the accuracy of any of the statements made or opinions expressed in this Addendum.

1.2 Ra� onale

The Directors constantly seek to increase Shareholders’ value and to improve, inter alia , the return on equity of the Group. A Share Buy-back at the appropriate price level is one of the ways through which the return on equity of the Group may be enhanced. The purchase or acquisi� on of Shares will only be undertaken if the Directors believe it can benefi t the Company and its Shareholders.

Share Buy-backs provide the Company with a mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements in an expedient, eff ec� ve and cost-effi cient manner. It will also provide the Directors with greater fl exibility over the Company’s share capital structure with a view to enhancing the earnings and/or net tangible asset value per Share.

The Directors further believe that Share Buy-backs by the Company will help mi� gate short-term market vola� lity, off set the eff ects of short-term specula� on

If and when circumstances permit, the Directors will decide whether to eff ect the Share Buy-backs via Market Purchases or Off -Market Purchases, a� er taking into account the amount of surplus cash available, the prevailing market condi� ons and the most cost-eff ec� ve and effi cient approach. The Directors do not propose to carry out buy-backs to an extent that would, or in circumstances that might, result in a material adverse eff ect on the liquidity and/or the orderly trading of the Shares and/or the fi nancial posi� on of the Group, taking into account the working capital requirements and/or gearing levels of the Company.

ANNUAL REPORT 2025 169

ADDENDUM

1.3 Terms of the Share Buy-back Mandate

The authority and limita� ons placed on purchases or acquisi� ons of Shares by the Company under the Share Buy-back Mandate are summarised below:

1.3.1 Maximum number of Shares

Only Shares which are issued and fully paid-up may be purchased or acquired by the Company.

The total number of Shares that may be purchased or acquired by the Company is limited to that number of Shares represen� ng not more than 10% of the total number of issued shares as at the date of the annual general mee� ng at which the Share Buy-back Mandate is approved (the “ Approval Date ”) unless the Company has eff ected a reduc� on of the share capital of the Company in accordance with the applicable provisions of the Companies Act, at any � me during the Relevant Period, in which event the total number of Shares shall be taken to be the total number of Shares as altered. Shares which are held by the Company as treasury shares and subsidiary holdings will be disregarded for the purpose of calcula� ng this 10% limit. As at the Latest Prac� cable Date, the Company had no treasury shares and subsidiary holdings, and the Shares, being the ordinary shares in the capital of the Company, were the only class of shares issued by the Company.

For illustra� ve purposes only, based on the exis� ng issued and paid-up capital of the Company of S$13,964,000 comprising 121,374,700 Shares (excluding treasury shares and subsidiary holdings) as at the Latest Prac� cable Date, and assuming that no further Shares are issued on or prior to the AGM, not more than 12,137,470 Shares (represen� ng approximately 10% of the total number of issued shares of the Company excluding treasury shares and subsidiary holdings as at that date) may be purchased or acquired by the Company pursuant to the Share Buy-back Mandate.

1.3.2 Dura� on of authority

Purchases or acquisi� ons of Shares may be made, at any � me and from � me to � me, on and from the Approval Date, up to the earlier of:

(a) the date on which the next annual general mee� ng is held or required by law to be held;
(b) the date on which the Share Buy-backs are carried out to the full extent mandated; or
(c) the date on which the authority contained in the Share Buy-back Mandate is varied or revoked by an ordinary resolu� on of shareholders of the Company in general mee� ng.

The authority conferred by the Share Buy-back Mandate to purchase or acquire Shares may be put to Shareholders for renewal at each subsequent annual general mee� ng or any other general mee� ng of the Company.

170

ADDENDUM

1.3.3 Manner of purchase or acquisi� ons of Shares

Purchases or acquisi� ons of Shares may be made by way of:

(a) on-market purchases (“ Market Purchase ”), transacted through the SGX-ST or, as the case may be, any other securi� es exchange on which the Shares may for the � me being be listed and quoted, through one or more duly licensed stockbrokers appointed by the Company for the purpose; and/or
(b) off -market purchases (“ Off -Market Purchase ”) (if eff ected otherwise than on an approved exchange in Singapore or any securi� es exchange outside Singapore) in accordance with an equal access scheme as defi ned in Sec� on 76C of the Companies Act as may be determined or formulated by the Directors as they may consider fi t, which scheme(s) shall sa� sfy all the condi� ons prescribed by the Companies Act and the Catalist Rules.

Under the Companies Act, an equal access scheme must sa� sfy all of the following condi� ons:

(a) off ers for the purchase or acquisi� on of Shares shall be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;
(b) all of those persons shall be given a reasonable opportunity to accept the off ers made to them; and
(c) the terms of all the off ers are the same, except that there shall be disregarded:
(i) diff erences in considera� on a� ributable to the fact that the off ers relate to Shares with diff erent accrued dividend en� tlements;
(ii) (if applicable) diff erences in considera� on a� ributable to the fact that the off ers relate to Shares with diff erent amounts remaining unpaid; and
(iii) diff erences in the off ers introduced solely to ensure that each person is le� with a whole number of Shares.

In addi� on, the Catalist Rules provide that, in making an Off -Market Purchase in accordance with an equal access scheme, the Company must issue an off er document to all Shareholders which must contain at least the following informa� on:

(a) the terms and condi� ons of the off er;
(b) the period and procedures for acceptances;
(c) the reasons for the proposed Share Buy-back;

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ADDENDUM

(d) the consequences, if any, of Share Buy-backs by the Company that will arise under the Take-over Code or other applicable take-over rules;
(e) whether the Share Buy-back, if made, could aff ect the lis� ng of the Shares on the SGX-ST;
(f) details of any Share Buy-back made by the Company in the previous 12 months (whether by way of Market Purchase or Off -Market Purchase), se� ng out the total number of Shares purchased or acquired, the purchase price per Share or the highest and lowest prices paid for the purchases or acquisi� ons, where relevant, and the total considera� on paid for the purchases or acquisi� ons; and
(g) whether the Shares purchased or acquired by the Company would be cancelled or kept as treasury shares.
1.3.4 Maximum Purchase Price

The purchase price (excluding brokerage, stamp du� es, applicable goods and services tax and other related expenses) to be paid for the Shares will be determined by the Directors. However, the purchase price to be paid for a Share as determined by the Directors must not exceed:

(a) in the case of a Market Purchase, the price per Share which is not more than 5% above the average of the closing market prices of the Shares over the last fi ve (5) Market Days on the Catalist, on which transac� ons in the Shares were recorded, before the day on which the Market Purchase is made, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on occurring during the relevant fi ve (5) Market Days period and the day on which the Market Purchase is made; and
(b) in the case of an Off -Market Purchase, the price per Share based on not more than 20% above the average of the closing market prices of the Shares over the last fi ve (5) Market Days on the Catalist, on which transac� ons in the Shares were recorded immediately preceding the day on which the Company makes an announcement of an off er under an Off -Market Purchase scheme, and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on occurring during the relevant fi ve (5) Market Days period and the day on which the Off -Market Purchase is made,

in either case, excluding related expenses of the purchase or acquisi� on (the “ Maximum Price ”).

For the purposes of (b) above:-

“ day on which the Company makes an announcement of an off er ” means the day on which the Company announces its inten� on to make an off er for the purchase or acquisi� on of Shares from the Shareholders, sta� ng therein the relevant terms of the equal access scheme for eff ec� ng the Off -Market Purchase.

172

ADDENDUM

1.4 Status of purchased shares under the Share Buy-back Mandate

A Share purchased or acquired by the Company is deemed cancelled immediately on purchase or acquisi� on (and all rights and privileges a� ached to the Share will expire on such cancella� on) unless such Share is held by the Company as a treasury share. Where shares purchased or acquired by a company are cancelled, such shares will be automa� cally de-listed from the Catalist. Where applicable, cer� fi cates in respect of such cancelled shares will be cancelled and destroyed by the Company as soon as is reasonably prac� cable a� er following the se� lement of such purchase or acquisi� on. Accordingly, the total number of Shares will be diminished by the number of Shares purchased or acquired by the Company and which are not held as treasury shares.

At the � me of each purchase or acquisi� on of Shares by the Company, the Directors will decide whether the Shares purchased or acquired will be cancelled or kept as treasury shares, or partly cancelled and partly kept as treasury shares, depending on the needs of the Company and as the Directors deem fi t in the interests of the Company at that � me.

1.5 Treasury shares

Under the Companies Act, Shares purchased or acquired by the Company may be held or dealt with as treasury shares. Some of the provisions on treasury shares under the Companies Act are summarised below:

1.5.1 Maximum holdings

The number of Shares held as treasury shares cannot at any � me exceed 10% of the total number of Shares at that � me. Any Shares held as treasury shares in excess of this limit shall be disposed of or cancelled by the Company in accordance with Sec� on 76K of the Companies Act within six (6) months from the date such limit is exceeded, or such further period as may be allowed by the ACRA.

1.5.2 Vo� ng and other rights

The Company cannot exercise any right in respect of treasury shares. In par� cular, the Company cannot exercise any right to a� end or vote at mee� ngs and for the purposes of the Companies Act, the Company shall be treated as having no right to vote and the treasury shares shall be treated as having no vo� ng rights.

In addi� on, no dividend may be paid, and no other distribu� on of the Company’s assets may be made, to the Company in respect of treasury shares. However, the allotment of shares as fully paid bonus shares in respect of treasury shares is allowed. Also, a subdivision or consolida� on of any treasury share into treasury shares of a larger or smaller amount (as the case may be) is allowed so long as the total value of the treasury shares a� er the subdivision or consolida� on is the same as before.

ANNUAL REPORT 2025 173

ADDENDUM

1.5.3 Disposal and cancella� on

Where Shares are held as treasury shares, the Company may at any � me:

(a) sell the treasury shares (or any of them) for cash;
(b) transfer the treasury shares (or any of them) for the purposes of or pursuant to any share scheme, whether for employees, Directors or other persons;
(c) transfer the treasury shares (or any of them) as considera� on for the acquisi� on of shares in or assets of another company or assets of a person;
(d) cancel the treasury shares (or any of them); or
(e) sell, transfer or otherwise use the treasury shares for such other purposes as the Minister for Finance may by order prescribe.

Pursuant to Rule 704(31) of the Catalist Rules, the Company will immediately announce any sale, transfer, cancella� on and/or use of treasury shares, sta� ng the following:

(i) date of the sale, transfer, cancella� on and/or use;
(ii) purpose of such sale, transfer, cancella� on and/or use;
(iii) number of treasury shares sold, transferred, cancelled and/or used;
(iv) number of treasury shares before and a� er such sale, transfer, cancella� on and/or use;
(v) percentage of the number of treasury shares against the total number of shares outstanding in a class that is listed before and a� er such sale, transfer, cancella� on and/or use; and
(vi) value of the treasury shares if they are used for a sale or transfer, or cancelled.

174

ADDENDUM

1.6 Sources of funds for Share Buy-back

The Company may only apply funds for the purchase or acquisi� on of Shares in accordance with the Cons� tu� on and the applicable laws and regula� ons in Singapore. The Company may not purchase or acquire its Shares for a considera� on other than cash or for se� lement otherwise than in accordance with the trading rules of the SGX-ST.

Any payment by the Company in considera� on of any purchase or acquisi� on of Shares can only be made out of the Company’s distributable profi ts that are available for payment as dividends, as well as from its capital, provided that the Company is solvent. In determining whether the Company is solvent, the Directors must have regard to the most recently audited fi nancial statements, other relevant circumstances, and may rely on valua� ons or es� ma� ons of assets or liabili� es that are reasonable in the circumstances. In determining the value of con� ngent liabili� es, the Directors may take into account the likelihood of the con� ngency occurring, as well as any claims the Company is en� tled to make and can reasonably expect to be met to reduce or ex� nguish the con� ngent liability.

Pursuant to Sec� on 76F(4) of the Companies Act, a company is solvent if at the date of the payment the following condi� ons are sa� sfi ed:

(a) there is no ground on which the Company could be found to be unable to pay its debts;
(b) if,
(i) it is intended to commence winding up of the Company within the period of 12 months immediately a� er the date of the payment, the Company will be able to pay its debts in full within the period of 12 months a� er the date of commencement of the winding up; or
(ii) it is not intended so to commence winding up, the Company will be able to pay its debts as they fall due during the period of 12 months immediately a� er the date of the payment; and
(c) the value of the Company’s assets is not less than the value of its liabili� es (including con� ngent liabili� es) and will not, a� er the purchase or acquisi� on of Shares, become less than the value of its liabili� es (including con� ngent liabili� es).

The Company will use internal resources and/or external borrowings and/or a combina� on of both to fi nance purchases or acquisi� ons of Shares pursuant to the Share Buy-back Mandate. In purchasing or acquiring Shares pursuant to the Share Buy-back Mandate, the Directors will, fi rstly, consider the availability of internal resources, and therea� er, consider the availability of external fi nancing.

ANNUAL REPORT 2025 175

ADDENDUM

1.7 Financial eff ects of the Share Buy-back Mandate

The fi nancial eff ects on the Company and the Group arising from the Share Buy-backs which may be made pursuant to the Share Buy-back Mandate will depend on, inter alia, whether the Shares are purchased or acquired out of profi ts and/or capital of the Company, the aggregate number of Shares purchased or acquired, the price at which such Shares are purchased or acquired, whether the Shares purchased or acquired are held as treasury shares or cancelled and the amount (if any) borrowed by the Company to fund the purchase or acquisi� on .

Where the Company chooses not to hold the purchased or acquired Shares as treasury shares, such Shares shall be cancelled. The Company shall:-

(i) reduce the amount of its share capital where the Shares were purchased or acquired out of the capital of the Company;
(ii) reduce the amount of its profi ts where the Shares were purchased or acquired out of the profi ts of the Company; or
(iii) reduce the amount of its share capital and profi ts propor� onately where the Shares were purchased or acquired out of both the capital and the profi ts of the Company,

by the total amount of the purchase price paid by the Company for the Shares cancelled.

Where the Company chooses to hold the purchased or acquired Shares as treasury shares, the total number of issued Shares of the Company will remain unchanged.

The fi nancial eff ects on the Company and the Group, based on the audited fi nancial statements of the Company and the Group for the fi nancial year ended 31 March 2025, are based on the following principal assump� ons:

(a) the acquisi� on of Shares pursuant to the Share Buy-back Mandate had taken place on 1 April 2024 for the purpose of compu� ng the fi nancial eff ects on the EPS of the Group and the Company;
(b) the maximum number of Shares that can be bought back without adversely aff ec� ng the 10% public fl oat requirement as at the Latest Prac� cable Date under the Catalist Rules is 6,302,922;
(c) the acquisi� on of Shares pursuant to the Share Buy-back Mandate took place on 31 March 2025 for the purpose of compu� ng the fi nancial eff ects on the shareholders’ equity, NTA per share and gearing of the Group and the Company;
(d) the acquisi� on of Shares is funded by the Company’s internal cash resources; and
(e) transac� on costs incurred for the acquisi� on of Shares pursuant to the Share Buy-back Mandate are assumed to be insignifi cant and have been ignored for the purpose of compu� ng the fi nancial eff ects.

176

ADDENDUM

1.7.1 Purchase or acquisi� on out of capital or profi ts

Under the Companies Act, payments made by the Company in considera� on of purchases or acquisi� ons of Shares by the Company may be made out of the Company’s capital or profi ts so long as the Company is solvent.

Where the considera� on (excluding related brokerage, goods and services tax, stamp du� es and clearance fees) paid by the Company for the purchase or acquisi� on of Shares is made out of capital, the amount available for the distribu� on of cash dividends by the Company will not be reduced but the issued share capital of the Company will be reduced by the value of the Shares purchased or acquired. Where the considera� on (excluding related brokerage, goods and services tax, stamp du� es and clearance fees) paid by the Company for the purchase or acquisi� on of the Shares is made out of profi ts, such considera� on will correspondingly reduce the amount available for the distribu� on of cash dividends by the Company.

1.7.2 Informa� on as at the Latest Prac� cable Date

As at the Latest Prac� cable Date, the issued and paid-up capital of the Company is S$13,964,000 comprising 121,374,700 Shares, and the Company has no treasury shares nor subsidiary holdings.

No Shares are reserved for issue by the Company as at the Latest Prac� cable Date.

1.7.3

For illustra� ve purposes only, and on the basis of the assump� ons set out below, the fi nancial eff ects of the:

(a) acquisi� on of Shares by the Company pursuant to the Share Buy-back Mandate by way of purchases or acquisi� ons made out of capital and held as treasury shares; and
(b) acquisi� on of Shares by the Company pursuant to the Share Buy-back Mandate by way of purchases or acquisi� ons made out of capital and cancelled,

based on the audited fi nancial statements of the Group and the Company for the fi nancial year ended 31 March 2025 are set out in the sec� ons below.

The illustra� ve fi nancial eff ects of the acquisi� on of Shares by the Company pursuant to the Share Buy-back Mandate by way of purchases or acquisi� ons made out of profi ts are similar to that of purchases or acquisi� ons made out of capital. Therefore, only the fi nancial eff ects of the purchase or acquisi� on of the Shares pursuant to the Share Buy-back Mandate by way of purchases or acquisi� ons made out of capital are set out in this Addendum.

ANNUAL REPORT 2025 177

ADDENDUM

1.7.3.1 Purchases or acquisi� ons made en� rely out of capital and held as treasury shares

Market Purchase

For illustra� ve purposes only , in a Market Purchase, assuming that the Maximum Price is S$1.040, which is 105% of the average of the closing market prices of the Shares over the last fi ve (5) Market Days immediately preceding the Latest Prac� cable Date and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on that occurs during the relevant 5-day period and the day on which the Market Purchase is made, the maximum amount of funds required for the purchase or acquisi� on of up to 6,302,922 Shares is S$6,555,039. On this assump� on, the impact of the Share Buy-back by the Company undertaken via Market Purchase in accordance with the proposed Share Buy-back Mandate on the Company’s and the Group’s audited fi nancial statements for the fi nancial year ended 31 March 2025 is as follows:

	Company	Company	Group	Group
	Before the Share	A� er the Share	Before the Share	A� er the Share
As at 31 March 2025	Buy-back	Buy-back	Buy-back	Buy-back
Shareholders’ Equity (S$’000)	18,363	11,808	57,254	50,669
NTA (S$’000)	18,363	11,808	57,063	50,508
Current Assets (S$’000)	17,468	10,913	58,511	51,956
Current Liabili� es (S$ ‘000)	4,763	4,763	26,037	26,037
Working Capital (S$ ‘000)	12,705	6,150	32,474	25,919
Total Borrowings (S$ ‘000)	–	–	2,680	2,680
Cash & Cash Equivalents (S$ ‘000)	12,978	6,423	52,438	45,883
Net Prof t (S$ ‘000)	4,132	4,132	11,348	11,348
Number of Shares (‘000) (excluding treasury shares)	121,375	115,072	121,375	115,072
Treasury shares (‘000)	–	6,303	–	6,303
Financial Ra� os
NTA per Share(1)(cents)	15.13	10.26	47.01	43.89
Basic EPS(2)(cents)	3.40	3.59	9.35	9.86
Debt Equity Ra� o(3)(%)	–	–	4.7	5.3
Current Ra� o(4)(� mes)	3.7	2.3	2.2	2.0

Notes:

(1) NTA per Share has been computed based on NTA divided by the number of Shares (excluding treasury shares) in issue as at 31 March 2025.

(2) Basic EPS has been computed based on FY2025 net profi t a� ributable to Shareholders divided by the weighted average number of Shares in issue.

(3) Debt Equity Ra� o has been computed based on total borrowings divided by Shareholders’ equity.

(4) Current Ra� o represents the ra� o of current assets to current liabili� es.

178

ADDENDUM

Of-Market Purchase

For illustra� ve purposes only , in an Off -Market Purchase, assuming that the Maximum Price is S$1.190, which is 120% of the average of the closing market prices of the Shares over the last fi ve (5) Market Days immediately preceding the Latest Prac� cable Date and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on that occurs during the relevant 5-day period and the day on which the Off -Market Purchase is made, the maximum amount of funds required for the purchase or acquisi� on of up to 6,302,922 Shares is S$7,500,477. On this assump� on, the impact of the Share Buy-back by the Company undertaken via Off -Market Purchase in accordance with the proposed Share Buy-back Mandate on the Company’s and the Group’s audited fi nancial statements for the fi nancial year ended 31 March 2025 is as follows:

	Company	Company		Group	Group
	Before the Share	A� er the Share		Before the Share	A� er the Share
As at 31 March 2025	Buy-back		Buy-back	Buy-back	Buy-back
Shareholders’ Equity (S$’000)	18,363		10,862	57,254	49,753
NTA (S$’000)	18,363		10,862	57,063	49,562
Current Assets (S$’000)	17,468		9,967	58,511	51,010
Current Liabili� es (S$ ‘000)	4,763		4,763	26,037	26,037
Working Capital (S$ ‘000)	12,705		5,204	32,474	24,973
Total Borrowings (S$ ‘000)	–		–	2,680	2,680
Cash & Cash Equivalents (S$ ‘000)	12,978		5,477	52,438	44,937
Net Prof t (S$ ‘000)	4,132		4,132	11,348	11,348
Number of Shares (‘000) (excluding treasury shares)	121,375		115,072	121,375	115,072
Treasury shares (‘000)	–		6,303	–	6,303
Financial Ra� os
NTA per Share(1)(cents)	15.13		9.44	47.01	43.07
Basic EPS(2)(cents)	3.40		3.59	9.35	9.86
Debt Equity Ra� o(3)(%)	–		–	4.7	5.4
Current Ra� o(4)(� mes)	3.7		2.1	2.2	2.0

Notes:

(1) NTA per Share has been computed based on NTA divided by the number of Shares (excluding treasury shares) in issue as at 31 March 2025.

(2) Basic EPS has been computed based on FY2025 net profi t a� ributable to Shareholders divided by the weighted average number of Shares in issue.

(3) Debt Equity Ra� o has been computed based on total borrowings divided by Shareholders’ equity.
(4) Current Ra� o represents the ra� o of current assets to current liabili� es.

ANNUAL REPORT 2025 179

ADDENDUM

1.7.3.2 Purchases made en� rely of capital and cancelled

Market Purchase

	Company	Company		Group	Group
	Before the Share	A� er the Share		Before the Share	A� er the Share
As at 31 March 2025	Buy-back		Buy-back	Buy-back	Buy-back
Shareholders’ Equity (S$’000)	18,363		11,808	57,254	50,669
NTA (S$’000)	18,363		11,808	57,063	50,508
Current Assets (S$’000)	17,468		10,913	58,511	51,956
Current Liabili� es (S$ ‘000)	4,763		4,763	26,037	26,037
Working Capital (S$ ‘000)	12,705		6,150	32,474	25,919
Total Borrowings (S$ ‘000)	–		–	2,680	2,680
Cash & Cash Equivalents (S$ ‘000)	12,978		6,423	52,438	45,883
Net Prof t (S$ ‘000)	4,132		4,132	11,348	11,348
Number of Shares (‘000) (excluding treasury shares)	121,375		115,072	121,375	115,072
Financial Ra� os
NTA per Share(1)(cents)	15.13		10.26	47.01	43.89
Basic EPS(2)(cents)	3.40		3.59	9.35	9.86
Debt Equity Ra� o(3)(%)	–		–	4.7	5.3
Current Ra� o(4)(� mes)	3.7		2.3	2.2	2.0

Notes:

(1) NTA per Share has been computed based on NTA divided by the number of Shares (excluding treasury shares) in issue as at 31 March 2025.

(2) Basic EPS has been computed based on FY2025 net profi t a� ributable to Shareholders divided by the weighted average number of Shares in issue.

(3) Debt Equity Ra� o has been computed based on total borrowings divided by Shareholders’ equity.

(4) Current Ra� o represents the ra� o of current assets to current liabili� es.

180

ADDENDUM

Of-Market Purchase

For illustra� ve purposes only , in an Off -Market Purchase, assuming that the Maximum Price is S$1.190 , which is 120% of the average of the closing market prices of the Shares over the last fi ve (5) Market Days immediately preceding the Latest Prac� cable Date and which is deemed to be adjusted in accordance with the Catalist Rules for any corporate ac� on that occurs during the relevant 5-day period and the day on which the Off -Market Purchase is made, the maximum amount of funds required for the purchase or acquisi� on of up to 6,302,922 Shares is S$7,500,477. On this assump� on, the impact of the Share Buy-back by the Company undertaken via Off -Market Purchase in accordance with the proposed Share Buy-back Mandate on the Company’s and the Group’s audited fi nancial statements for the fi nancial year ended 31 March 2025 is as follows:

	Company	Company		Group	Group
	Before the Share	A� er the Share		Before the Share	A� er the Share
As at 31 March 2025	Buy-back		Buy-back	Buy-back	Buy-back
Shareholders’ Equity (S$’000)	18,363		10,862	57,254	49,753
NTA (S$’000)	18,363		10,862	57,063	49,562
Current Assets (S$’000)	17,468		9,967	58,511	51,010
Current Liabili� es (S$ ‘000)	4,763		4,763	26,037	26,037
Working Capital (S$ ‘000)	12,705		5,204	32,474	24,973
Total Borrowings (S$ ‘000)	–		–	2,680	2,680
Cash & Cash Equivalents (S$ ‘000)	12,978		5,477	52,438	44,937
Net Prof t (S$ ‘000)	4,132		4,132	11,348	11,348
Number of Shares (‘000) (excluding treasury shares)	121,375		115,072	121,375	115,072
Financial Ra� os
NTA per Share(1)(cents)	15.13		9.44	47.01	43.07
Basic EPS(2)(cents)	3.40		3.59	9.35	9.86
Debt Equity Ra� o(3)(%)	–		–	4.7	5.4
Current Ra� o(4)(� mes)	3.7		2.1	2.2	2.0

Notes:

(1) NTA per Share has been computed based on NTA divided by the number of Shares (excluding treasury shares) in issue as at 31 March 2025.

(2) Basic EPS has been computed based on FY2025 net profi t a� ributable to Shareholders divided by the weighted average number of Shares in issue.

(3) Debt Equity Ra� o has been computed based on total borrowings divided by Shareholders’ equity.

(4) Current Ra� o represents the ra� o of current assets to current liabili� es.

ANNUAL REPORT 2025 181

ADDENDUM

The actual fi nancial impact of any Share Buy-back will depend on the number and price of the Shares bought back. The Directors do not propose exercising the proposed Share Buy-back Mandate to such an extent that it would have a material adverse eff ect on the working capital requirements and capital adequacy posi� on of the Company.

Shareholders should note that the fi nancial eff ects set out above are based on certain assump� ons and are for illustra� ve purposes only. In par� cular, it is important to note that the above analysis is based on historical audited fi nancial statements for the fi nancial year ended 31 March 2025 and is not necessarily representa� ve of future fi nancial performance.

Although the Share Buy-back Mandate would authorise the Company to purchase or acquire up to 10% of the issued Shares (excluding any Shares held by the Company as treasury shares or which comprise subsidiary holdings), the Company may not necessarily purchase or acquire or be able to purchase or acquire the en� re 10% of the issued Shares (excluding any Shares held by the Company as treasury shares or which comprise subsidiary holdings).

In par� cular, no purchase or acquisi� on of the Shares would be made in circumstances which would have a material adverse eff ect on the fl oat, liquidity, orderly trading of the Shares and/or fi nancial posi� on of the Group. In addi� on, the Company may cancel all or part of the Shares repurchased or hold all or part of the Shares repurchased as treasury shares.

1.8 Tax Implica� ons

Shareholders who are in doubt as to their respec� ve tax posi� ons or the tax implica� ons of share purchases or acquisi� ons by the Company pursuant to the Share Buy-back Mandate, or, who may be subject to tax whether in or outside Singapore, should consult their own professional advisers.

1.9 Requirements under the Companies Act and Catalist Rules

Within thirty (30) days of the passing of a Shareholders’ resolu� on to approve the Share Buy-back Mandate, the Company shall lodge a copy of such resolu� on with the ACRA.

Within thirty (30) days of a Share Buy-back or acquisi� on on the Catalist or otherwise, the Company shall lodge with the ACRA a no� fi ca� on of the Share Buy-back or acquisi� on in the prescribed form. Such no� fi ca� on shall include, inter alia , the date of the purchase or acquisi� on, the number of Shares purchased or acquired, the number of Shares cancelled and/or the number of Shares held as treasury Shares, the Company’s issued share capital before and a� er the Share purchase or acquisi� on, the amount of considera� on paid by the Company for the purchase or acquisi� on and whether the Shares were purchased or acquired out of the profi ts or capital of the Company.

182

ADDENDUM

The Catalist Rules specify that a listed company shall announce all purchases or acquisi� ons of its shares to the SGX-ST not later than 9:00 a.m., (a) in the case of a Market Purchase, on the Market Day following the day on which it purchased or acquired shares and (b) in the case of an Off -Market Purchase under an equal access scheme, on the second Market Day a� er the close of acceptances of the off er. Such announcement requires the inclusion of details of the total number of shares purchased or acquired, the purchase price per share or the highest and lowest prices paid for such shares, as applicable and such announcement must be made in the form of Appendix 8D of the Catalist Rules.

While the Catalist Rules do not expressly prohibit any purchase or acquisi� on of shares by a listed company during any par� cular � me or � mes, because the listed company would be regarded as an “insider” in rela� on to any proposed purchase or acquisi� on of its issued shares, the Company will not undertake any purchase or acquisi� on of Shares pursuant to the proposed Share Buy-back Mandate at any � me a� er a price sensi� ve development has occurred or has been the subject of a decision un� l the price sensi� ve informa� on has been publicly announced. In par� cular, in line with the best prac� ces guide on securi� es dealings issued by the SGX-ST, the Company would not purchase or acquire any Shares through Market Purchases or Off -Market Purchases commencing one month before the announcement of the Company’s half year and full year fi nancial statements.

1.10 Lis� ng Status

The Company is required under Rule 723 of the Catalist Rules to ensure that at least 10% of its total number of Shares (excluding any preference shares, conver� ble equity securi� es and treasury shares) are in the hands of the public. The “public”, as defi ned under the Catalist Rules, are persons other than the directors, chief execu� ve offi cer, substan� al shareholders or Controlling Shareholders of the Company or its Subsidiaries, as well as the Associates of such persons.

As at the Latest Prac� cable Date, there are 937 Shareholders and 17,810,100 Shares are in the hands of the public (as defi ned above), represen� ng approximately 14.67% of the issued share capital of the Company. For illustra� ve purposes only, assuming the Company undertakes purchases or acquisi� ons of its Shares up to the full 10% limit pursuant to the Share Buy-back Mandate and all such Shares purchased or acquired are held by the public, the number of Shares in the hands of the public would be reduced by approximately 12,137,470 Shares, the resultant number of Shares held by public Shareholders would be reduced to 5,672,630, represen� ng approximately 5.19% of the remaining issued Shares of the Company.

In order not to adversely aff ect the lis� ng status of Shares on the SGX-ST, the Company will not be permi� ed to undertake purchases or acquisi� ons of its Shares to the full 10% limit pursuant to the Share Buy-back Mandate if it will result in the number of Shares held by public Shareholders falling below 10% of the remaining issued Shares of the Company. Accordingly, as at Latest Prac� cable Date, the Company is restricted to market purchases of up to 6,302,922 Shares which would result in the number of Shares in the hands of the public to be reduced to 11,507,178 Shares, represen� ng 10% of the issued Shares of the Company.

ANNUAL REPORT 2025 183

ADDENDUM

1.11 Take-over Obliga� ons

Appendix 2 of the Take-over Code contains the Share Buy-back Guidance Note applicable as at the Latest Prac� cable Date. The take-over implica� ons arising from any purchase or acquisi� on by the Company of its Shares are set out below:

1.11.1 Obliga� on to make a take-over off er

Under Appendix 2 of the Take-over Code, an increase of a Shareholder’s propor� onate interest in the vo� ng rights of the Company resul� ng from a Share Buy-back by the Company will be treated as an acquisi� on for the purpose of Rule 14 of the Take-over Code (“ Rule 14 ”). Consequently, a Shareholder or group of Shareholders ac� ng in concert with a Director could obtain or consolidate eff ec� ve control of the Company, and become obligated to make a takeover off er for the Company under Rule 14.

Pursuant to Rule 14, a Shareholder and persons ac� ng in concert with the Shareholder will incur an obliga� on to make a mandatory take-over off er if, inter alia , he and persons ac� ng in concert with him increase their vo� ng rights in the Company to 30% or more or, if they, together holding between 30% and 50% of the Company’s vo� ng rights, increase their vo� ng rights in the Company by more than 1% in any period of six (6) months. In calcula� ng the percentages of vo� ng rights of such person and their concert par� es, treasury shares and subsidiary holdings shall be excluded.

1.11.2 Persons ac� ng in concert

Under the Take-over Code, persons ac� ng in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), cooperate, through the acquisi� on by any of them of shares in a company, to obtain or consolidate eff ec� ve control of that company.

Unless the contrary is established, the following persons will, inter alia , be presumed to be ac� ng in concert:

(a) a company with any of its directors (together with their close rela� ves, related trusts as well as companies controlled by any of the directors, their close rela� ves and related trusts);
(b) a company with its parent company, subsidiaries, its fellow subsidiaries, any associated companies of the foregoing companies, and any company whose associated companies include any of the foregoing companies, and any person who has provided fi nancial assistance (other than a bank in the ordinary course of business) to any of the aforemen� oned companies for the purchase of vo� ng rights. For this purpose, a company is an associated company of another company if the second company owns or controls at least 20% but not more than 50% of the vo� ng rights of the fi rst-men� oned company; and
(c) an individual, his close rela� ves, his related trusts, and any person who is accustomed to act according to the individual’s instruc� ons, and companies controlled by any of the aforemen� oned persons and en� � es, and any person who has provided fi nancial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of vo� ng rights.

184

ADDENDUM

The circumstances under which Shareholders (including Directors) and persons ac� ng in concert with them respec� vely will incur an obliga� on to make a take-over off er under Rule 14 a� er a purchase or acquisi� on of Shares are set out in Appendix 2 of the Take-over Code.

1.11.3 Eff ect of Rule 14 and Appendix 2 of the Take-over Code

In general terms, the eff ect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted, Directors and persons ac� ng in concert with them will incur an obliga� on to make a take- over off er for the Company under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the vo� ng rights of such Directors and their concert par� es would increase to 30% or more, or if the vo� ng rights of such Directors and their concert par� es fall between 30% and 50% of the Company’s vo� ng rights, the vo� ng rights of such Directors and their concert par� es would increase by more than 1% in any period of six (6) months.

Under Appendix 2 of the Take-over Code, a Shareholder not ac� ng in concert with the Directors will not be required to make a take-over off er under Rule 14 of the Take-over Code if, as a result of the Company purchasing or acquiring its Shares, the vo� ng rights of such Shareholder in the Company would increase to 30% or more, or, if such Shareholder holds between 30% and 50% of the Company’s vo� ng rights, the vo� ng rights of such Shareholder would increase by more than 1% in any period of six (6) months. Such Shareholder need not abstain from vo� ng in respect of the resolu� on authorising the Share Buy-back Mandate, unless so required under the Companies Act.

Shareholders will be subject to the provisions of Rule 14 if they acquire any Shares a� er Share Buy-backs by the Company.

Based on the informa� on set out below, in the event that the Company undertakes Share Buy-backs of up to 10% of the issued share capital of the Company (excluding any Shares held by the Company as treasury shares or which comprise subsidiary holdings) as permi� ed by the Share Buy-back Mandate, none of the Directors or Substan� al Shareholders are required to make a mandatory take-over off er for the Company under Rule 14 of the Take-over Code.

The Directors are not aware of any poten� al Shareholders who may have to make a mandatory take-over off er to the other Shareholders as a result of a purchase of Shares by the Company pursuant to the proposed Share Buy-back Mandate.

Shareholders are advised to consult their professional advisers and/or the Council and/or the relevant authori� es at the earliest opportunity as to whether an obliga� on to make a take-over off er would arise by reason of any share purchases or acquisi� ons by the Company pursuant to the Share Buyback Mandate.

Purely for illustra� ve purposes only , on the basis of 121,374,700 Shares in issue as at the Latest Prac� cable Date, and assuming that no further Shares are issued on or prior to the AGM, not more than 12,137,470 Shares (represen� ng 10% of the Shares in issue as at that date) may be purchased or acquired by the Company pursuant to the Share Buy-back Mandate, if so approved by Shareholders at the AGM.

ANNUAL REPORT 2025 185

ADDENDUM

Assuming that the Share Buy-back Mandate is validly and fully exercised prior to the next annual general mee� ng and the maximum number of Shares authorised under the Share Buy-back Mandate being 12,137,470 Shares have been purchased or acquired, based on the Register of Directors’ Shareholdings and Register of Substan� al Shareholders of the Company, as at the Latest Prac� cable Date, the shareholdings of the Directors and Substan� al Shareholders would be changed as follows:

	Before the	Before the	Share Buy-back			A� er the	Share Buy-back
	Direct interest		Deemed	interest	Direct interest		Deemed	interest
	No. of Shares	%(1)	No. of Shares	%(1)	No. of Shares	%(2)	No. of Shares	%(2)
Directors
Han Keen Juan(3)	71,136,000	58.61	8,892,000	7.33	71,136,000(3)	65.12	8,892,000	8.14
Lim Tao-E William	8,892,000	7.33	–	–	8,892,000	8.14	–	–
Chow Hui Shien	80,600	0.07	–	–	80,600	0.07	–	–
Substan� al Shareholders
Ng Choi Hong(3)	8,892,000	7.33	71,136,000	58.61	8,892,000	8.14	71,136,000	65.12
Goodview Proper� es Pte Ltd(4)	14,564,000	12.00	–	–	14,564,000	13.33	–	–
Far East Organiza� on Centre Pte Ltd(5)	–	–	14,564,000	12.00	–	–	14,564,000	13.33
Estate of Ng Teng Fong(5)	–	–	14,564,000	12.00	–	–	14,564,000	13.33
Ng Chee Tat Philip(5)	–	–	14,564,000	12.00	–	–	14,564,000	13.33
Ng Chee Siong(5)	–	–	14,564,000	12.00	–	–	14,564,000	13.33

Notes:

(1) Percentages calculated based on 121,374,700 Shares in issue as at the Latest Prac� cable Date.
(2) Percentages calculated based on 109,237,230 Shares, assuming the Company purchases or acquires the maximum allowed number of 10% of the Shares as at the Latest Prac� cable Date.
(3) Han Keen Juan and Ng Choi Hong are husband and wife. Each is deemed to be interested in the direct interest of the other, as each has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of those shares held by the other.
(4) Goodview Proper� es Pte Ltd’s direct interest is based on its Form 3 disclosure in the Company’s announcement on 9 June 2021.
(5) Far East Organiza� on Centre Pte Ltd, Estate of Ng Teng Fong (the “ Estate ”), Ng Chee Tat Philip and Ng Chee Siong are deemed to have an interest in the shares held by Goodview Proper� es Pte Ltd. The Estate has a controlling interest in Far East Organiza� on Centre Pte. Ltd., which in turn has a controlling interest in Goodview Proper� es Pte Ltd. Ng Chee Tat Philip and Ng Chee Siong are Joint Executors and benefi ciaries of the Estate and are therefore deemed to be interested in the 14,564,000 shares in which Goodview Proper� es Pte Ltd has an interest.

None of the Directors (other than through their respec� ve shareholdings in the Company), as well as their respec� ve Associates, has any interest, direct or indirect, in the Share Buy-back Mandate.

186

ADDENDUM

1.12 Shares purchased by the Company

The Company has not made any Share Buy-backs in the 12 months preceding the Latest Prac� cable Date.

1.13 Limits on shareholdings

The Company does not have any limits on the shareholding of any Shareholder.

2. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to a� end the AGM and who wish to appoint a proxy or proxies to a� end and vote on their behalf should complete, sign and return the Proxy Form a� ached to the No� ce of AGM in accordance with the instruc� ons printed therein. The appointment of a proxy or proxies by a Shareholder does not preclude him from a� ending and vo� ng in person at the AGM if he so wishes in place of the proxy if he fi nds that he is able to do so.

The proxy form must be submi� ed to the Company no later than 2:00 p.m. on 25 July 2025 (being not less than seventy-two (72) hours before the � me appointed for the AGM) through any one of the following means:

(a) If submi� ed by post, be lodged with the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd, at 1 Harbourfront Avenue #14-07 Keppel Bay Tower Singapore 098632; or
(b) if submi� ed electronically, be submi� ed via email to the Company’s Share Registrar at [email protected].

A Shareholder who wishes to submit a proxy form must fi rst complete and sign the proxy form, before submi� ng it by post to the address provided in subparagraph (a) above, or before scanning and sending it by email to the email address provided in sub-paragraph (b) above.

Investors who hold shares under the Central Provident Fund Investment Scheme and/or Supplementary Re� rement Scheme (as the case may be), and who wish to vote should approach their respec� ve agents to submit their votes at least seven (7) working days before the AGM (i.e., by 5:00 p.m. on 16 July 2025) in order to allow suffi cient � me for their respec� ve relevant intermediaries to in turn submit a proxy form to vote on their behalf.

Shareholders are strongly encouraged to submit completed proxy forms electronically via email to the Company so as to reach the Company no later than 2:00 p.m. on 25 July 2025 (being not less than seventy-two (72) hours before the � me appointed for the AGM).

A Depositor shall not be regarded as a Shareholder of the Company en� tled to a� end the AGM and to speak and vote thereat, and the Company may reject any instrument appoin� ng a proxy or proxies lodged, unless his name appears on the Depository Register maintained by CDP pursuant to Part 3AA of the SFA at least seventy-two (72) hours before the � me appointed for the AGM.

ANNUAL REPORT 2025 187

ADDENDUM

3. DIRECTORS’ RECOMMENDATION

The Directors are of the opinion that the proposed renewal of the Share Buy-back Mandate is in the best interests of the Company. Accordingly, they recommend that Shareholders vote in favour of Ordinary Resolu� on 7 as set out in the no� ce of AGM dated 11 July 2025, being the ordinary resolu� on rela� ng to the proposed renewal of the Share Buy-back Mandate.

4. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collec� vely and individually accept full responsibility for the accuracy of the informa� on given in this Addendum and confi rm a� er making all reasonable enquiries, that to the best of their knowledge and belief, this Addendum cons� tutes full and true disclosure of all material facts about the proposed renewal of the Share Buy-back Mandate, the Company and its Subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Addendum misleading. Where informa� on in this Addendum has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such informa� on has been accurately and correctly extracted from those sources and/or reproduced in this Addendum in its proper form and context.

5. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspec� on at the registered offi ce of the Company at 2 Woodlands Terrace Singapore 738427, during normal business hours from the date of this Addendum up to and including the date of the AGM:

(a) the Annual Report; and
(b) the Cons� tu� on.

The Annual Report is also available on the Company’s website at h� ps://www.oldchangkee.com/ and SGXNET at h� ps://www.sgx.com/securi� es/companyannouncements.

Yours faithfully For and on behalf of the Board of Directors of Old Chang Kee Ltd.

Lim Tao-E William

188

Propor� on of Shareholdings	%		Propor� on of Shareholdings	%		Abstain**											No. of Shares
						Against**
	No. of Shares			No. of Shares
																	Total number of Shares in:	(a) CDP Register	(b) Register of Shareholders	TOTAL
						For**
NRIC/Passport No.			NRIC/Passport No.			Resolu� ons rela� ng to:	As Ordinary Business	Adop� on of Directors’ Statement and Audited Financial Statements for the f nancial year ended 31 March 2025	Payment of proposed f nal tax-exempt (one-� er) dividend of 1.0 Singapore cent per ordinary share in respect of the f nancial year ended 31 March 2025	Approval of Directors’ Fees amoun� ng to S$164,000 for the f nancial year ending 31 March 2026, payable quarterly in arrears	Re-elec� on of Mr Tan Han Beng as Director of the Company	Re-elec� on of Mr Hawazi Bin Daipi as Director of the Company	Re-appointment of Ernst & Young LLP as Auditor of the Company and authorising Directors to f x their remunera� on	As Special Business	Authority to purchase shares pursuant to the Renewal of Share Buyback Mandate	Authority to allot and issue shares pursuant to Sec� on 161 of the Companies Act 1967 of Singapore

Name		Address	Name		Address
						No.		1	2	3	4	5	6		7	8

==> picture [177 x 40] intentionally omitted <==

Old Chang Kee Ltd., 2 Woodlands Terrace, Singapore 738427 Tel: (65) 6303 2400 Fax: (65) 6303 2415

AI assistant

OLD CHANG KEE LTD. — Annual Report 2025

67755_rns_2025-07-11_c7eec85b-6ca3-4b06-a117-7143eee43d05.pdf

OUR ADVOCACY

CORPORATE PROFILE

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

DEAR SHAREHOLDERS,

(A) STATEMENT OF COMPREHENSIVE INCOME

FY2025 vs FY2024

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

(B) STATEMENT OF FINANCIAL POSITION

Non-current assets

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

Current assets

Net Working Capital

(C) STATEMENT OF CASH FLOWS

Current and non-current liabilities

FY2025 vs FY2024

CHAIRMAN’S STATEMENT & OPERATIONS REVIEW

GOING FORWARD

ACKNOWLEDGEMENT

HAN KEEN JUAN

DIVIDENDS

OUR BRANDS

CATERING

OUR BRANDS

RETAIL OUTLETS

19/21/23 Mackenzie Road

RETAIL OUTLETS

MILESTONES

1956

1986

2008

2004

2007

2005

Obtained

2010

2012

2016

2015

Winner of

2013

2017

2018

2025

2019

2020

GROUP STRUCTURE

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS

BOARD OF DIRECTORS

HAN KEEN JUAN

Executive Chairman

LIM TAO-E WILLIAM

CHOW HUI SHIEN

TAN HAN BENG

AUDREY YAP SU MING LL.B HONS. LL.M

Non-Executive and Non-Independent Director

BOARD OF DIRECTORS

HAWAZI BIN DAIPI

KEY MANAGEMENT

SONG YEOW CHUNG Chief Financial Officer

PHILIP CHOW PHEE LIAT Director of Malaysia Operations

JACKY LEE AH HUAT Head of Production

DON SOH WEN JIE Head of Retail Operations

TANG JIA JUN

Head of Procurement and Logistics

CORPORATE INFORMATION

BOARD OF DIRECTORS

Lim Tao-E William

Chow Hui Shien

Tan Han Beng

Audrey Yap Su Ming

Hawazi Bin Daipi

AUDIT COMMITTEE

NOMINATING COMMITTEE

REMUNERATION COMMITTEE

COMPANY SECRETARIES

REGISTERED OFFICE

OLD CHANG KEE LTD. Annual Report 2025