BOARD MATTERS

The Board’s Conduct of its Affairs

Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.

Directors’ duties and responsibilities

All Directors objectively discharge their duties and responsibilities as fiduciaries and always make decisions in the best interests of the Group. The Board puts in place a code of conduct and ethics, sets the desired organisational culture, and ensures proper accountability within the Group. The Board has clear policies and procedures for dealing with conflicts of interest. Where the Director faces a conflict of interest, he or she will recuse himself or herself from discussions and decisions involving the issues of conflict.

The Board is entrusted to lead and oversee the Company. In addition to its statutory duties, the Board supervises the management of the business and the affairs of the Company and the Group. Apart from its fiduciary duties and statutory responsibilities, it also focuses on formulating the strategic direction and policies of the Company and the Group, paying particular attention to the growth of the Group and its financial performance. It has delegated the formulation of business policies and day-to-day management to the Executive Directors.

The principal functions of the Board are to:

1. provide entrepreneurial leadership, set strategic objectives, and ensure that the necessary financial and human resources are in place for the Company to meet its objectives;
2. establish a framework of prudent and effective controls which enables risks such as financial, operational, information technology, and compliance to be assessed and managed, including safeguarding of shareholders’ interests and the Company’s assets;
3. review management performance;
4. identify the key stakeholder groups and recognise that their perceptions affect the Company’s reputation;
5. set the Company’s values and standards (including ethical standards), and ensure that obligations to shareholders and other stakeholders are understood and met; and
6. consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.

To support the Board in carrying out its responsibilities, Management will furnish comprehensive, relevant, and timely reports ahead of Board meetings and whenever required. For each meeting, papers with sufficient background and explanatory information to facilitate the decision-making process are prepared and circulated in advance.

To assist in the efficient implementation and execution of its responsibilities, the Board has established an Audit Committee (“AC”), a Nominating Committee (“NC”), and a Remuneration Committee (“RC”). Specific responsibilities, which are outlined in the respective Terms of Reference, have been delegated to each of the committees. Each Board Committee will report to the Board and make its recommendations to the Board on matters under its purview. The Board accepts that while these Committees have the authority to examine particular issues and will report to the Board their decisions and recommendations, the ultimate responsibility for the final decision on all matters lies with the entire Board.

During FY2026, Directors are provided with briefings and updates on (i) the developments in financial reporting and governance standards; (ii) changes in the relevant laws and regulations pertaining to the Group’s business and changing commercial risks and business conditions of the Group by the Management during the Board Committee meetings; and (iii) developments to the Listing Manual of the SGX-ST by the Company Secretary, so as to enable them to make well-informed decisions and to properly discharge their duties as Board or Board Committee members.

Director Competencies

NC ensures that only individuals of exceptional caliber, knowledge, and experience are recruited as Directors, capable of fulfilling their duties effectively. Newly appointed Directors will be briefed on the Group’s business activities and governance practices and provided with information regarding their duties and obligations as Directors of the Company. A formal letter of appointment setting the Director’s duties and obligations will be provided to the new Directors upon their appointments.

For newly appointed Director who does not have prior experience as a Director of a public listed company in Singapore, he/she will attend relevant training courses organised by the Singapore Institute of Directors as required under Rule 210(5)(a) of the Listing Manual and in accordance with Practice Note 2.3 prescribed by the SGX-ST. The Directors are encouraged to attend other courses relating to accounting, legal and industry-specific knowledge, where appropriate, organised by other training institutions, in connection with his/her duties, and such training will be funded by the Company.

There were no new Directors appointed during FY2026.

The Company has no alternate directors as at the date of this Annual Report.

Regular training, particularly on risk management, corporate governance and key changes in the relevant regulatory requirements and financial reporting standards, will be arranged and funded by the Company for all Directors, from time to time.

Board and Board Committees meeting

The Board meets at least twice a year to review and deliberate on the key activities and business strategies of the Group, including reviewing and approving acquisitions and financial performance, and to endorse the release of the interim and annual results. The Board is free to seek clarification and information from the Management on all matters within their purview. Ad hoc meetings are held as and when circumstances require, such as to address significant transactions or issues. Where physical meetings are not feasible, timely communication with members of the Board and Board Committees can be achieved through electronic means, including the circulation of written resolutions for approval by the Board or relevant Board Committees. The Company’s Bye-Laws allow the Directors to participate in Board meetings by means of teleconference, video-conferencing and visual equipment.

The attendance of the Directors at the annual general meeting (“AGM”), Board and Board Committees meetings held in FY2026 are as follows:

Notes: *- by invitation

Key matters that are specifically reserved for the Board’s consideration and decision include, but are not limited to, corporate planning, material acquisitions and disposals of assets, corporate or financial restructuring, share issuances, formulation of any dividend policy or the change of such dividend policy, declaration of dividends and determining the remuneration policy for the Directors.

All Directors have separate and independent access to senior management and to the Company Secretary. The Company Secretary or his representatives administer, attend, and prepare minutes of the Board meetings, and assist the Chairman in ensuring that the Board procedures are followed and reviewed so that the Board functions effectively. The Company Secretary or his representatives also advise the Board on governance matters, and assist the Board on compliance with the Company’s Bye-Laws and relevant rules and regulations, including requirements of the Listing Manual of the SGX-ST.

The appointment and the removal of the Company Secretary are matters for consideration for the Board as a whole.

The Board, in the furtherance of their duties, may either individually or as a group, take independent professional advice at the expense of the Company.

Board Composition and Guidance

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

Board Composition

As of FY2026, the Board comprised two (2) Executive Directors and three (3) Independent Directors.

Provision 2.2 of the Code recommends that Independent Directors constitute a majority of the Board where the Chairman is not independent. In this Company, the Chairman is not independent as he serves as an Executive Director. Nonetheless, the Company complies with Provision 2.2, as Independent Directors form the majority of the Board. Both the AC and RC are composed entirely of Independent Directors, while the NC comprises a majority of Independent Directors. There are sufficient safeguards and checks in place to ensure that the decision-making process by the Board remains independent and is based on collective decisions, without any individual or small group of individuals exercising any considerable concentration of power or influence.

Provision 2.3 of the Code recommends that Non-Executive Directors should form a majority of the Board. The Company complies with Provision 2.3 of the Code as the Non-Executive Directors, who are also Independent Directors, chair the Board committees, are independent and provide appropriate levels of independence and diversity of thought and background, and make decisions in the best interests of the Company. The Board has always engaged in robust discussions on important issues and consistently reached consensus without relying on majority votes or allowing any individual or small group of individuals to dominate the Board’s decision-making process.

A brief profile of each Director is presented in the Board of Directors section of this Annual Report, and their shareholdings in the Company and its subsidiaries as of 31 March 2026 are disclosed in the Directors’ Statement of the Audited Financial Statements for FY2026.

Director Independence

In assessing the independence of the Independent Directors, the Board considers the existence of relationships or circumstances, including those identified by the Code and the Listing Manual of the SGX-ST that are relevant to its determination. The NC has reviewed and confirmed the independence of the Independent Directors in accordance with the Code and the Listing Manual of the SGX-ST.

The Board assesses the independence of each Director in accordance with the guidance provided in the Code as well as Rule 210(5) (d) of the Listing Manual. An Independent Director is independent in conduct, character, and judgement and has no relationship with the Company, its related corporations, its substantial shareholders, or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of his independent business judgement in the best interests of the Company.

On an annual basis, each Independent Director is required to complete a “Confirmation of Independence” form to confirm his independence. The said form was drawn up based on the definitions and guidelines set forth in the Code. The Directors are required to disclose to the Board any such relationship as and when it arises and the Board will state the reasons if it determines that a Director is independent notwithstanding the existence of a relationship or circumstances which may appear relevant to the Board’s determination.

The NC will also examine the different relationships identified by the Code that might impair each Independent Director’s independence and objectivity and conclude that all the Independent Directors are able to exercise independent business judgement in the best interests of the Company and its shareholders.

For FY2026, all Independent Directors have confirmed their independence in accordance with the Code and Rule 210(5)(d) of the Listing Manual.

As at the date of this Report, the NC has reviewed the independence status of the Independent Directors, namely Mr Stephen Ho ChiMing, Professor Chee Yeow Meng and Mr Pan Kit Kuan. These Directors have consistently demonstrated strong independence of character and judgement in discharging their duties and responsibilities, engaging in rigorous debate and actively contributing by sharing their views. They do not have any relationships with the other Directors, the Company, its related corporations, the substantial shareholders and officers of the Company. The NC is satisfied that the said Directors are independent in accordance with Provision 2.1 of the Code and Rule 210(5)(d) of the Listing Manual.

The Independent Directors will meet up when necessary to discuss concerns or matters such as the effectiveness of management, without the presence of Management. During FY2026, the Independent Directors met once in the absence of key management personnel.

As of FY2026 and the date of this Report, none of the Independent Directors have served on the Board for more than nine years.

Board Diversity Policy

The Company recognises the importance and benefits of diversity in all ways, including gender, age, background and other distinguishing factors/qualities.

The Company has in place a Board Diversity Policy (the “Policy”) that addresses diversity in terms of experience, skills, gender, age, tenure, and qualities, as well as any other relevant aspects of diversity. The Policy also sets out the approach which the Company takes towards diversity on its Board. The Company believes in diversity and values the benefits diversity can bring to the Board in its deliberations and the Board’s effectiveness – in particular, it believes that a balance and mix of skills, experiences and individual attributes of Board members which shape the composition and promote the effectiveness of the Board as a whole and that of the Board committees, will support the Company’s achievement of strategic objectives and long-term sustainable development and success.

The Board observes and applies the Policy to ensure that the Board has an appropriate level of diversity of thought and background in its composition to enable it to make decisions in the best interests of the Company. While it is important to promote boardroom diversity in terms of gender, ethnicity and age, the Board believes that the normal selection criteria based on independence, skills, knowledge and experience should remain a priority.

The Board currently consists of Directors with diverse skills, knowledge, expertise and experience as detailed in the “Board of Directors” sections of this Annual Report. Even though the Board currently has no female representation on the Board, the Board believes that diversity is not limited to gender or any other personal attributes. The benefits of Board diversity are harnessed when the Directors adopt an independent mindset when carrying out their responsibilities. To leverage diverse perspectives, the Board strives to cultivate an inclusive environment where all Directors can speak and participate in decision-making. Each Director is appointed based on their calibre, experience, and standing, and is expected to contribute a diverse range of expertise to support the development of the Group’s strategies and business performance. In this regard, the Board strives to include at least one (1) female director with the appropriate skills, experience, and/or industry knowledge, while maintaining a balanced composition of Board members. The Company will leverage the Directors’ professional networks and, where appropriate, engage external search firms to identify suitable candidates as the need arises.

The NC, having conducted its reviews, was satisfied that the current Board members consist of a group with diverse professional expertise and possess the relevant core competencies in areas such as accounting, banking and finance, strategic planning, investment, business management and administration, engineering technology and economics, industry knowledge or experience. In particular, the Executive Directors of the Company possess strong industry knowledge, while the Independent Directors, who are professionals in their respective fields, provide a broader perspective on the Group’s activities, contribute valuable experiences, and offer independent judgment during Board deliberations. The Board, taking into account the view of the NC, believes that the current composition of the Board and Board Committees reflects a balanced mix of skills, experiences and individual attributes. This composition enhances the effectiveness of both the Board and its committees. The Board considers its current size appropriate for providing effective leadership and governance of the Company, given the scope and nature of its operations. The Board met its objectives in ensuring diverse skills and experience, given that the existing Board members comprise Directors with a mix of expertise and knowledge and diverse backgrounds.

The Board does not propose setting specific diversity targets or concrete timelines for achieving board diversity targets. Instead, the Company adopts the view that maintaining an appropriate level of diversity is an ongoing process, which may evolve in line with the Group’s business developments. The NC will review the Policy as and when appropriate to ensure its effectiveness and will discuss any revisions that may be required and recommend such revisions to the Board for consideration and approval.

Chairman and Chief Executive Officer (“CEO”)

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

Mr Lee Wan Lik (“Mr Lee”) is the Group’s Executive Chairman, while Mr Michael Yap Kiam Siew (“Mr Yap”) is the CEO of the Company. Mr Lee and Mr Yap are not related. There is a clear division of responsibilities between the Executive Chairman and the CEO to ensure an appropriate balance of power, accountability, as well as to support independent decision-making by the Board. As the Executive Chairman, Mr Lee is responsible for the effective functioning of the Board, ensuring the integrity and effectiveness of its governance processes. He leads the Board discussion and ensures that Board meetings are convened when necessary and sets the meeting agenda in consultation with the CEO. The Executive Chairman, with the assistance of the CEO, Group Financial Controller and Company Secretary, ensures that Board members are provided with adequate and timely information.

Mr Yap, the CEO, is responsible for the Group’s business and operational decisions. He is supported by Mr Lee, the Executive Director, and a group of Executive Officers in carrying out his executive duties and responsibilities in the operation and businesses of the Group.

The Board is satisfied that there is sufficient transparency and accountability in view of the distinction of responsibilities.

Mr Stephen Ho ChiMing is the Lead Independent Director (“Lead ID”) of the Company. He is available to shareholders who have concerns that could not be resolved through the usual channels of the Chairman, CEO, or Group Financial Controller, or where such contact is deemed inappropriate. He will also facilitate periodic meetings with the other Independent Directors in board matters, when necessary, and provides feedback to the Executive Chairman after such meeting.

His other specific roles as Lead ID are as follows:

1. act as liaison between the Independent Directors and the Executive Chairman and CEO and lead the Independent Directors to provide non-executive perspectives in circumstances where it would be inappropriate for the Executive Chairman to serve in such capacity and to contribute a balanced viewpoint to the Board;
2. advise the Executive Chairman of the Board as to the quality, quantity and timeliness of the information submitted by Management that is necessary or appropriate for the Independent Directors to effectively and responsibly perform their duties; and
3. assist the Board and Company officers in better ensuring compliance with and implementation of corporate governance.

Board Membership

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

NC composition and role

The Board has established the NC, which is entrusted with the authority and responsibility to develop and implement an appropriate process to review and evaluate the performance of the Board as a whole, as well as that of each of the Board Committees.

As at the date of this Annual Report, the members of the NC are as follows:

• Mr Pan Kit Kuan – Chairman
• Mr Stephen Ho ChiMing – Member
• Mr Lee Wan Lik – Member

Majority of the members of the NC including its chairman are independent. The NC is guided by the key terms of reference as follows:

1. to review the structure, size and composition of the Board and the Board committees;
2. to review the succession plans for the Chairman, CEO and key management personnel of the Company;
3. to evaluate the performance of the Board, the Board Committees and of each individual;
4. to review training and professional development programs for the Board;
5. to make recommendations to the Board on the appointment and re-appointment of Directors (including alternate directors, if applicable) including making recommendations on the composition of the Board and the balance between Executive and Non-Executive Directors appointed to the Board;
6. to review and assess the independence of each Director; and
7. deciding whether a director is able to and has been adequately carrying out his duties as a Director of the Company, particularly when he has multiple board representations and/or a conflict of interest.

Selection, Appointment and Re-appointment Process

Subject to the Board’s approval, the NC will also decide on how the Board’s performance is to be evaluated and propose objective performance criteria that are dependent on how the Board has enhanced long-term shareholder value. Appointments to the Board are made on merit and against objective performance criteria.

To help build a culture of performance and stewardship amongst its Board members, the Group ensures that all the Directors step down and offer themselves for re-election at regular intervals of at least once every three (3) years. The Company’s Bye-Laws provide that at least one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation.

For the forthcoming Annual General Meeting (“2026 AGM”), the Directors who are subject to retirement by rotation and eligible for re-election are Mr Michael Yap Kiam Siew and Professor Chee Yeow Meng.

Both Directors have consented to stand for re-election, and the NC has recommended their nomination for re-election at the 2026 AGM. In making the recommendation, the NC had considered their overall contributions and performance and competencies in fulfilling his responsibility as Director to the Board. The Board has accepted NC’s recommendation.

Please refer to the notice of AGM for the resolutions put forth in relation to the re-elections and details of the retiring Directors, including the information required under Rule 720(6) of the Listing Manual, as disclosed in the section on Disclosure of Information on Directors’ Seeking Re-election in this Annual Report.

In the selection and nomination for new Directors, the NC identifies the key attributes that are required of an incoming director, taking into account the existing Board composition, the requirements of the Group and the salient factors outlined in the Board Diversity Policy. After endorsement of these key attributes by the Board, the NC taps into the personal networks of the Directors to source potential candidates. The potential candidates will go through a short-listing process. Interviews are then arranged with the shortlisted candidates to enable the NC to assess their suitability before a decision is made.

A newly appointed director will have to submit himself for retirement and election at an AGM immediately following his appointment and thereafter, be subjected to retirement by rotation.

Each member of the NC has abstained from voting on any resolution with respect to the assessment of his own performance for re-nomination as Director.

Multiple Directorships

The Board has set the maximum number of 10 listed company board representations that any Director of the Company may hold at any one time. All Directors have complied with this requirement. A director holding multiple board representations is expected to ensure that sufficient time and attention is given to the affairs of the Company. The NC is of the view that the number of directorships a director can hold and his principal commitments should not be prescriptive as the time commitment for each board membership varies.

The NC, having considered the confirmations provided by the Independent Directors, is of the view that their other board representations and principal commitments of the Independent Directors do not hinder their ability to effectively discharge their duties to the Company. The NC is satisfied that these Independent Directors have devoted sufficient time and attention to the Company’s affairs, and the Board concurs with this assessment. The Board concurred with the NC’s views.

Please refer to the Board of Directors’ profile as set out on page 9 and 10 of this Annual Report for key information on the Directors.

Board Performance

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

The NC assesses the effectiveness of the Board and its Board Committees as a whole.

The NC, in considering the re-appointment of a director, will evaluate the performance of the Director’s contributions such as his attendance record at meetings of the Board and Board committees, active participation during these meetings and the quality of his contributions. The NC has initiated the assessment of the effectiveness of the Board as a whole on an annual basis. The evaluation of the Board’s performance is conducted through questionnaires, with the findings subsequently collated, analysed and discussed. The results of the Board’s performance assessment are reviewed and circulated to the Board for consideration. Recommendations to further enhance the effectiveness of the Board are implemented as appropriate.

The Board has allocated budgets for Directors to attend training and will make recommendations to the Board on the training and professional development programmes for the Board members.

REMUNERATION MATTERS

Procedures for Developing Remuneration Policies

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

RC composition and role

The RC is established for the purposes of ensuring that there is a formal and transparent process for fixing the remuneration packages of individual Directors and key executives and makes recommendations to the Board on all remuneration matters. The RC has a formal set of terms of reference approved by the Board.

As at the date of this Annual Report, the members of the RC are as follows:

• Professor Chee Yeow Meng– Chairman
• Mr Stephen Ho ChiMing –Member
• Mr Pan Kit Kuan – Member

All the RC members, including its chairman are Independent Directors. The RC has a formal set of terms of reference approved by the Board. A summary of the RC’s key responsibilities includes:

1. review and recommend to the Board a remuneration policy framework and guidelines for remuneration of the Directors and key management personnel;
2. periodic review and recommend to the Board the specific remuneration packages for each individual Director and key management personnel to maintain attractiveness, retain and motivate Directors and key management personnel to manage the Company with the alignment of the level and structure of remuneration with the long-term interest and risk policies of the Company;
3. considering all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses, options, share-based incentives and awards, and benefits-in-kind; and
4. reviewing the Company’s obligations arising in the event of termination of the Executive Directors’ and key management personnel’s contracts of service to ensure that such contracts contain fair and reasonable termination clauses which are not overly generous, with a view to being fair and avoiding the reward of poor performance.

The RC may seek external experts’ advice on executive compensation matters as and when required. Such expenses are to be borne by the Company.

The Board has not engaged any external remuneration consultant to advise on the remuneration matters in FY2026.

Recommendations of the RC are submitted to the Board for endorsement. None of the RC members or Directors is involved in deliberations in respect of any remuneration, compensation or any form of benefit to be granted to him or someone related to him. Each member of the RC will abstain from voting on any resolution in respect of his own remuneration package.