tt international 2010 annual report

494.2213.0

9TT International Limited 2010 Annual Report

Board of Directors : Sng Sze Hiang Chairman and CEO

Tong Jia Pi Julia Executive Director

Yap Hock Soon Executive Director

Raymond Koh Bock Swi Independent Director

Ng Leok Cheng Independent Director

Yo Nagasue Independent Director

Audit Committee : Raymond Koh Bock Swi (Chairman)

Ng Leok Cheng

Yo Nagasue

Nominating Committee : Yo Nagasue (Chairman)

Ng Leok Cheng

Raymond Koh Bock Swi

Tong Jia Pi Julia

Remuneration Committee : Ng Leok Cheng (Chairman)


Yo Nagasue

Tong Jia Pi Julia

Executive Committee : Sng Sze Hiang (Chairman)

Tong Jia Pi Julia

Yap Hock Soon

Company Secretary : Koh Sock Tin, CPA

Registrars and Transfer Office : M&C Services Private Limited

138 Robinson Road #17-00

The Corporate Office

Singapore 068906

Registered Office : 47 Sungei Kadut Avenue

Singapore 729670

Tel.: 6793 0110

Fax: 6668 0797

Auditors : KPMG LLP

Certified Public Accountants

16 Raffles Quay #22-00

Hong Leong Building

Singapore 048581

Partner-in-charge (commencing FYE 31 March 2010): Jeremy Hoon

Corporate Information

10 TT International Limited 2010 Annual Report

TT International Limited (the “Company”) is committed to ensure that the highest standards of corporate governance are practiced throughout

the Company and its subsidiaries, as a fundamental part of its responsibilities to protect and enhance shareholder value.

In compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the following report describes the

Company’s corporate governance practices with specific reference to the revised Code of Corporate Governance, which was issued in July

2005 (the “2005 Code”). The Board will review these practices from time to time to ensure that they address the specific needs of business

demands and circumstances and evolving corporate governance issues.

Each section of the Code is classified into Principles and Guidance Notes. The Company recognises and supports the Principles and the

spirit of the Code. The Guidance Notes will serve to guide the Company in this aspect and the Company is committed in complying with the

substance and spirit of the Principles of the Code.

Board’s Conduct of its AffairsPrinciple 1: Effective Board to lead and control the Company

The Board’s primary role is to protect and enhance long-term shareholder value. It sets the corporate strategy and directions of the Group and

ensures effective management leadership and proper conduct of the Group’s business by supervising the executive management.

The Board has established a number of committees to assist in the execution of the Board’s responsibilities. These committees include an Audit

Committee (“AC”), an Executive Committee, a Nominating Committee (“NC”) and a Remuneration Committee (“RC”).

Matters which require the approval of the Board for decision include corporate strategy, periodic results announcements, audited financial

statements, proposal of final dividends and authorisation of major and interested person transactions. Other matters are delegated by the

Board to committees which the Board monitors.

The Board has adopted a set of internal controls which sets out approval limits for capital expenditures, investments and divestments and bank

borrowings at Board level. To ensure efficient and effective running of the business, approval sub-limits are set for the Executive Committee

which comprises the executive directors of the Company.

The Board conducts regular scheduled meetings. When circumstances require, ad-hoc meetings are arranged or exchange of views are held

outside the formal environment of Board meetings. Board meetings are conducted in Singapore and tele-conferencing is used when necessary.

The Directors’ attendance at Board and Board Committee meetings held for the year ended 31 March 2010 are disclosed below.

Name of DirectorBoard

MeetingsAudit Committee

Meetings

Nomination Committee

Meeting

Remuneration Committee

Meeting

Sng Sze Hiang 3 - - -

Tong Jia Pi Julia 3 - 1 1

Raymond Koh Bock Swi 3 3 1 1

Ng Leok Cheng 3 3 1 1

Yo Nagasue 2 2 1 1

Yap Hock Soon 3 - - -

No. of meetings held 3 3 1 1

To ensure that the directors keep pace with regulatory changes that have important bearing on the Company’s or directors’ disclosure

obligations, the directors are briefed on such changes during Board meetings or specially-convened sessions by professionals. All directors

are also updated regularly concerning any changes in the Company ‘s major policies. The non-executive directors are also welcome to request

further explanations, briefings or informal discussions on any aspect of the Company’s operations or business issues from the management.

The executive directors will make the necessary arrangements for the briefings, informal discussions or explanations required.

Newly–appointed directors are briefed by management on the business activities of the Group and its strategic directions. All directors are also

provided with relevant information on the Company’s policies and procedures relating to governance issues including disclosure of interests in

securities, prohibitions on dealings in the Company’s securities and restrictions on disclosure of price sensitive information.

Corporate Governance Report



Board Composition and BalancePrinciple 2: Strong and independent element on the Board

The Board consists of three non-executive independent directors and three executive directors. The independence of each director is reviewed

annually by the NC. The NC adopts the Code’s definition of what constitutes an independent director in its review. As a result of the NC’s

review of the independence of each director, the NC is of the view that the non-executive directors of the Company are independent directors

and further, no individual or small group of individuals dominate the Board’s decision making process.

The Board reviews the size of the Board on an annual basis, and considers the present Board size as appropriate for the current scope and

nature of the Group’s operations.

The NC is of the view that the current Board comprises persons who as a group, provide core competencies necessary to meet the Group’s

targets. The NC is also of the view that the current board size of six directors is appropriate, taking into account the nature and scope of the

Group’s operations.

Key information regarding the directors and key management personnel of the Group is set out in the section “Profile of Directors and Key

Management Personnel” on pages 17 to 18.

Role of Chairman and Chief Executive OfficerPrinciple 3: Clear division of responsibilities at the Board level to ensure a balance of power and authority

Mr. Sng Sze Hiang serves as both the Company’s Chairman and Chief Executive Officer (“CEO”). As the independent directors formed half of

the composition of the Board, the Company believes that there is a good balance of power and authority within the Board and no individual or

small group can dominate the Board’s decision-making process. In addition, the independent directors have demonstrated their commitment in

their role and are expected to act in good faith and in the interest of the Company. In addition, the AC, NC and RC are chaired by independent

directors.

The Chairman and CEO, being the most senior executive in the Company, bears executive responsibility for the Company’s business, and for

the workings of the Board. The Chairman and CEO ensures that Board meetings are held when necessary and sets the Board meeting agenda

in consultation with the directors. The Chairman and CEO reviews Board papers before they are presented to the Board and ensures that

Board members are provided with accurate, timely and clear information. As a general rule, Board papers are sent to directors in advance in

order for directors to be adequately prepared for the meeting. Management staff who have prepared the papers, or who can provide additional

insight into the matters to be discussed, are invited to present the paper or attend at the relevant time during the Board meeting.

The Chairman and CEO monitors communications and relations between the Company and its shareholders, between the Board and

Management, and between independent and non-independent directors, with a view to encourage constructive relations and dialogue amongst

them. The Chairman and CEO works to facilitate the effective contribution of non-executive directors. He is also responsible for ensuring

compliance with the Company’s guidelines on corporate governance.

Board MembershipPrinciple 4: Formal and transparent process for appointment of new Directors

The NC is set up to assist the Board on all Board appointments and re-appointments and to assess the effectiveness of the Board as a whole

and the contribution of each director. The Chairman of the NC, Mr. Yo Nagasue, is an independent director. There are three other members

in the NC:

- Mr. Raymond Koh Bock Swi, Independent Director

- Mr. Ng Leok Cheng, Independent Director

- Ms. Tong Jia Pi Julia, Executive Director

The main terms of reference of the NC are:

1) make recommendations to the Board on new appointments to the Board;


2) make recommendations to the Board on the re-nomination of retiring directors standing for re-election at the Company’s annual general

meeting, having regard to the directors’ contribution and performance;

3) determine annually whether or not a director is independent;

4) review the size and composition of the Board with the objective of achieving a balanced Board in terms of the mix of experience and

expertise;

5) formulate and implement a succession plan for directors and senior management;

6) decide on how the Board’s performance may be evaluated and recommend objective performance criteria to the Board; and

7) assess the effectiveness of the Board as a whole and the contribution by each individual director to the effectiveness of the Board.

Board PerformancePrinciple 5: Formal assessment of the effectiveness of the Board as a whole and performance of individual directors

The NC is delegated with the responsibilities of assessing the effectiveness of the Board as a whole and the contribution by each director to

the effectiveness of the Board, with inputs from the Chairman and CEO. On an annual basis, the NC will assess each director’s contribution

to the Board. The assessment parameters include attendance record at meetings of the Board and Board committees, intensity and quality of

participation at meetings and special contributions.

Objective performance criteria used to assess the performance of the Board include both quantitative and qualitative criteria, such as revenue

and profit growth, return on equity, the success of the strategic and long-term objectives set by the Board, and the effectiveness of the Board

in monitoring management’s performance against the goals that have been set by the Board.

The NC is also responsible for determining annually, the independence of directors. In doing so, the NC takes into account the circumstances

set forth in Guideline 2.1 of the 2005 Code and any other salient factors. Following its annual review, the NC has endorsed the following

independence status of the directors:

Sng Sze Hiang (Non-independent)

Tong Jia Pi Julia (Non-independent)

Raymond Koh Bock Swi (Independent)

Ng Leok Cheng (Independent)

Yo Nagasue (Independent)

Yap Hock Soon (Non-independent)

Access to InformationPrinciple 6: Board members to have complete, adequate and timely information

To assist the Board in the discharge of its duties, the management provides the Board with periodic accounts of the Company and the Group’s

financial performance and position. The directors receive Board papers in advance of Board and Committee meetings and have separate and

independent access to the Company’s senior management and company secretary. There is a procedure whereby any director may in the

execution of his duties, take independent professional advice.

The company secretary attends all Board meetings and is responsible to ensure that Board procedures are followed. It is the company secretary’s

responsibility to ensure that the Company complies with the requirements of the Companies Act. Together with the other management staff,

the company secretary is responsible for compliance with all other rules and regulations which are applicable to the Company.

Remuneration CommitteeProcedures for Developing Remuneration PoliciesPrinciple 7: Formal and transparent procedure for fixing the remuneration packages of directors.



Level and Mix of RemunerationPrinciple 8: Remuneration of directors should be adequate but not excessive.

Disclosure on RemunerationPrinciple 9: Disclosure on remuneration policy, level and mix of remuneration, and the procedure for setting remuneration.

The RC is chaired by Mr. Ng Leok Cheng, an independent director. There are three other members in the RC:

- Mr. Raymond Koh Bock Swi, Independent Director

- Mr. Yo Nagasue, Independent Director

- Ms. Tong Jia Pi Julia, Executive Director

Out of four members of the RC, three of them are non-executive independent directors and they as well as the Board of Directors are of the

view that Ms. Tong Jia Pi Julia, an executive director should remain a member of the RC as her valued contribution is important to the RC’s

decision making process.

The main terms of reference of the RC are:

1) make recommendations to the Board on the framework of remuneration for the directors and senior management of the Company and

its subsidiaries;

2) make recommendations to the Board on specific remuneration packages for each executive director and CEO (or executive of equivalent

rank) of the Company and its subsidiaries;

3) review all benefits and long-term incentive schemes (including share schemes) and compensation packages for the directors and

senior management of the Company and its subsidiaries;

4) review service contracts for the directors and senior management of the Company and its subsidiaries;

5) administer the Employees’ Share Option Scheme (“ESOS”) and Performance Share Plan (“Share Plan”) adopted by the Company;

and

6) review remuneration packages of group employees who are immediate family members (spouse, child, adopted child, step-child,

sibling and parent) of any of the directors or substantial shareholders of the Company;

The Group’s remuneration policy is to provide competitive remuneration packages at market rates which reward outstanding performance and

attract, retain and motivate Directors and staff. The executive directors’ remuneration packages include a variable bonus element which is

performance-related. The RC determines the remuneration of Executive directors based on the performance of the Group and the individual.

Non-executive directors are paid Directors’ fees, subject to approval at the Annual General Meeting. Executive directors do not receive

directors’ fees. The remuneration of the directors of the Company for the year ended 31 March 2010 is as follows:

Name BandFees(%)

Salary(%)

Bonus(%)

Others(%)

Sng Sze Hiang S$500,000 to S$1,000,000 - 77.9 19.1 3.0

Tong Jia Pi Julia S$500,000 to S$1,000,000 - 78.9 19.2 1.9

Raymond Koh Bock Swi Below S$250,000 100.0 - - -

Ng Leok Cheng Below S$250,000 100.0 - - -

Yo Nagasue Below S$250,000 100.0 - - -

Yap Hock Soon Below S$250,000 - 90.5 7.4 2.1

The Group adopts a remuneration policy for staff comprising a fixed component and a variable component. The fixed component is in the form

of a base salary. The variable component is in the form of a variable bonus that is linked to the performance of the individual companies in the

Group and of the individual staff. Staff appraisals are conducted at least once a year.



To align the interests of staff with that of the shareholders, the Company has also implemented the TT International Employees’ Share Option

Scheme and Performance Share Plan as another element of the variable component of the staff remuneration. The Company will seek the

approval of independent shareholders prior to any granting of options and/or shares to the controlling shareholders of the Company. To date,

the Company has not granted any options to directors, staff and the controlling shareholders.

The Company is of the view that disclosure of the remuneration of key management staff who are not directors, will be detrimental to the

Group’s interest because of the very competitive nature of the industry the Group operates in.

Other than the Company’s executive director, Mr Yap Hock Soon who is the brother-in-law of the Chairman and CEO, there are no other family

members that are holding managerial position in the Group.

Accountability and AuditPrinciple 10: The Board is accountable to the shareholders while the management is accountable to the Board.

The Board believes in conducting itself in ways that deliver the maximum sustainable value to the shareholders. In presenting the financial

statements and periodic results announcements to the shareholders, it is the Board’s aim to provide a balanced and comprehensive assessment

of the Group’s performance and prospects. The management provides the Board with periodic accounts of the Company and the Group’s

performance and position.

Audit CommitteePrinciple 11: Establishment of an Audit Committee with written terms of reference

The AC comprises three members, all of whom are independent directors. The chairman of the AC is Mr. Raymond Koh Bock Swi and the

other members of the AC are:

- Mr. Ng Leok Cheng

- Mr. Yo Nagasue

The members of the AC have many years of experience in business management and finance. The Board considers that the members of the

AC have sufficient financial management expertise and experience to discharge the AC’s responsibilities.

The main terms of reference of the AC are:

1) review the periodic results announcements and annual financial statements and submit to the Board for approval;

2) recommend to the Board the appointment and re-appointment of auditors and their fees for shareholders’ approval;

3) review with the external auditors the adequacy of internal control systems;

4) review the audit plans and findings of the external auditors; and

5) review transactions falling within the scope of the Listing Manual, in particular, matters pertaining to interested person transactions and

acquisitions and realisations.

The AC:

- has full access to and co-operation from management as well as full discretion to invite any director or personnel to attend its

meetings;

- has been given reasonable resources to enable it to complete its functions properly; and

- has reviewed findings and evaluation of the system of internal controls with external auditors.

The AC met a total of 3 times during the year ended 31 March 2010. The Executive Directors, Company Secretary and the external auditors

normally attend the meetings.

The AC, having reviewed the volume of non-audit services to the Group by the external auditors, and being satisfied that the nature and extent

of such services will not prejudice the independence and objectivity of the external auditors, has recommended their re-nomination. The AC

reviews the independence of the external auditors annually.



Internal ControlsPrinciple 12: Sound system of internal controls

The Board is responsible for ascertaining that management maintains a sound system of internal controls to safeguard the shareholders’

investments and the Group’s assets. The Board believes that the system of internal controls that has been maintained by management

throughout the financial year is adequate to meet the needs of the Group in its current business environment. The system of internal controls

is designed to manage rather than eliminate the risk of failure to achieve business objectives. It can only provide reasonable and not absolute

assurance against material misstatement or loss.

During the year, the AC, on behalf of the Board, has reviewed the effectiveness of the Group’s material internal controls. The processes used

by the AC to review the effectiveness of the system of internal control and risk management include:

- discussions with management on risks identified by management;

- the audit process;

- the review of external audit plans; and

- the review of significant issues arising from external audits.

The AC takes into consideration any comments the external Auditors, KPMG LLP, may have on the effectiveness of the internal control system

arising from their annual audit of financial statements.

Internal AuditPrinciple 13: Independent internal audit function

Currently, the Group does not have a separate department dedicated to carry out internal audit function. Its Corporate Control Department

comprising several staff performs continuous monitoring and review to ensure compliance with the Group’s policies, internal controls and

procedures designed to manage risks and safeguard the business and assets of the Group. The reports arising from such reviews are

reviewed by management and appropriate measures are implemented on which the AC is kept apprised of. The Board is of the opinion that

the continuous monitoring and review by the Corporate Control staff is sufficient for the current needs of the Group. The Board will review the

need for a separate internal audit department on an on-going basis, taking into account any changing circumstances.

Communication with ShareholdersPrinciple 14: Regular, effective and fair communication with shareholders.

Greater Shareholder ParticipationPrinciple 15: Greater shareholder participation at annual general meetings

The Company believes in regular and timely communication with shareholders and it is the Board’s policy to inform all shareholders on all

major developments that have an impact on the Group.

The Group’s quarterly results are published through the SGXNET, news releases and the Company’s website and Shareinvestor.com investor

relations website. All information on the Company’s new initiatives are disseminated via SGXNET and/ or by a news release. Price sensitive

information is first publicly released, either before the Company meets with any group of investors or analysts or simultaneously with such

meetings. Results are announced and annual reports are issued within the mandatory period and are available on the Company’s website,

except where extensions have been granted by the relevant authorities. All shareholders of the Company receive the annual report and notice

of general meetings. The notice is also advertised in newspapers and made available on the SGXNET.

The Board regards the annual general meeting as an opportunity to communicate directly with shareholders and encourages participative

dialogue. The members of the Board will attend the annual general meeting and are available to answer questions from shareholders present.

Key management personnel and external auditors are also present to assist directors in addressing relevant queries by shareholders.



Dealings in Securities

The Group has adopted an internal code to provide guidance to its directors and officers in relation to the dealings in the Company’s securities.

A system of reporting of security dealing to the company secretary by directors has been established to effectively monitor the dealings of

these parties in the securities of the Company. In addition, a circular is issued before the start of each period to remind officers to refrain from

dealing in the Company’s securities during the period of two weeks prior to the release of the quarterly, or one month prior to the release of the

year-end announcements of the Group’s financial results.

Material Contracts

Save for the service agreements between the Executive Directors and the Company, there were no material contracts entered into by the

Company and its subsidiaries involving the interest of the CEO, directors or controlling shareholders of the Company for the financial year

ended 31 March 2010.

Interested Person Transactions

There were no interested person transactions with a value exceeding $100,000 entered into by the Company and its subsidiaries for the

financial year ended 31 March 2010.

Risk Management

The Group is continually reviewing and improving the business and operational activities to take into account the risk management perspective.

This includes reviewing management and manpower resources, updating work flows, process and procedures to meet the current and future

market conditions. The Group has also considered the various financial risk, details of which are found on page 76 to 78 of the Annual

Report.



DIRECTORS

SNG SZE HIANGChairman and CEO

Mr Sng is the Chairman, CEO and Founder of the Company. He is the Chairman of the Executive Committee and is responsible for the

formulation of business policies, setting the directions and strategies of the Group as well as managing our overall business. He has over 25

years of experience in trading electrical and electronics products with emerging markets.

Mr Sng holds a Certificate in Marine Communications from the Singapore Polytechnic.

TONG JIA PI JULIAExecutive Director

Ms Tong is an Executive Director and co-founder of the Company. Ms Tong is a member of the Executive, Nominating and Remuneration

Committees and has over 25 years’ trading experience in a wide range of consumer products in emerging markets. She is responsible for the

administrative functions of the Group and in ensuring the efficiency of the Group’s operations as well as corporate planning and implementation

of business strategies. In addition, she is also involved in new business development.

Ms Tong holds a Bachelor of Arts from the Institute of Education in Yangon, Myanmar.

YAP HOCK SOON Executive Director

Mr Yap was appointed as an Executive Director in December 2002 and is a member of the Executive Committee. He has over 20 years of

experience in logistics management in the manufacturing and trading industry. He has been with the Group for more than 15 years. Prior to

joining the Company, he was the Regional Project Manager for MHE Demag.

Mr Yap holds a Masters of Science (Engineering) from University of Newcastle upon Tyne, United Kingdom.

PROFILE OF INDEPENDENT DIRECTORS

KOH BOCK SWI, RAYMONDIndependent Director

Mr Koh was appointed as an Independent Director in May 2000. He is the Chairman of the Audit Committee and is a member of both the

Nominating and Remuneration Committees. Mr Koh has over 30 years of experience in banking and has retired in March 2008.

Mr Koh graduated from the University of Singapore with a Bachelor of Business Administration.

NG LEOK CHENGIndependent Director

Mr Ng was appointed as an Independent Director in May 2000. He is the Chairman of the Remuneration Committee and is a member of the

Audit and Nominating Committees. Mr Ng is currently the Managing Director of Datapulse Technology Limited.

Mr Ng holds an Honours degree in Business Administration from National University of Singapore.

YO NAGASUEIndependent Director

Mr Nagasue was appointed as an Independent Director in October 2002. He is the Chairman of the Nominating Committee and is a member

of the Audit and Remuneration Committees. Mr Nagasue served with TDK Japan and TDK Australia for more than 20 years and his last

appointment held was Managing Director in TDK (Australia) Pty Ltd.

Mr Nagasue holds a Bachelor of Economics from Gakushuin University, Tokyo, Japan.

Profile Of Directors / Key Management Personnel


KEY MANAGEMENT PERSONNEL

GOH CHONG THENG Finance Director / CFO

Mr Goh was appointed as Finance Director / Chief Financial Officer of the Company in June 2010 and is a member of the Executive Committee.

He is responsible for the accounts, finance and control functions with special focus on fund raising exercises for the Group. He has more than

30 years of experience as a senior corporate / investment banker for some of the large international banks operating in Singapore and the

region. In the last four years prior to joining the Company, he had CEO responsibility for the business and support functions of Rabobank,

Singapore Branch and SEA regional offices.

Mr Goh holds a Masters of Business Administration from McGill University in Montreal, Canada.

Profile Of Directors / Key Management Personnel


We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial

year ended 31 March 2010.

The directors wish to refer members to the Statement by Directors and note 2 to the financial statements.

Directors

The directors in office at the date of this report are as follows:

Sng Sze Hiang

Tong Jia Pi Julia


Ng Leok Cheng

Yo Nagasue

Yap Hock Soon

Directors’ interests

According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the Act),

particulars of interests of directors who held office at the end of the financial year in shares in the Company and in related corporations, other

than wholly owned subsidiaries, are as follows:

Shareholdings in which the director has a direct interest

At beginning At end As atof the year of the year 21 April 2010

Name of director and corporationin which interests are held

The CompanyOrdinary shares

Sng Sze Hiang^@

255,963,583 255,963,583 255,963,583

Tong Jia Pi Julia^#

170,068,245 100,454,245 100,454,245

Raymond Koh Bock Swi 195,000 195,000 195,000

Ng Leok Cheng 195,000 195,000 195,000

Yap Hock Soon*>

1,628,000 1,628,000 1,628,000

@ Include shares held in the name of Sng Sze Hiang’s nominee 131,000,000 131,000,000 131,000,000

# Include shares held in the name of Tong Jia Pi Julia’s nominee 39,156,000 - -

* Include shares held in the name of Yap Hock Soon’s wife 688,000 688,000 688,000

^ Tong Jia Pi Julia is the wife of Sng Sze Hiang.

> Yap Hock Soon is the brother-in-law of Sng Sze Hiang.

Directors’ Report


Shareholdings in which the director is deemed to have an interest


Related Corporations

T.T. International LimitedOrdinary shares of MMK1,000 each

Sng Sze Hiang 533 533 533

Tong Jia Pi Julia 533 533 533

T.T. Electrical Electronics Corporation (M) Sdn. Bhd.Ordinary shares of RM1 each

Sng Sze Hiang 3,000,000 3,000,000 3,000,000

Tong Jia Pi Julia 3,000,000 3,000,000 3,000,000

Akira Middle East L.L.COrdinary shares of AED1,000 each



TTC Sales and Marketing (SA) (Proprietary) LimitedOrdinary shares of ZAR1 each

Sng Sze Hiang 420,292 420,292 420,292

Tong Jia Pi Julia 420,292 420,292 420,292

ITL (Middle East) L.L.COrdinary shares of AED1,000 each



AIMS Trading (Private) LimitedOrdinary shares of LKR10 each

Sng Sze Hiang 1,320,000 1,320,000 1,320,000

Tong Jia Pi Julia 1,320,000 1,320,000 1,320,000

Akira Electric Corporation Holdings LtdOrdinary shares of BAHT100 each



Directors’ Report





Athletic AGD Sp. z.o.o.Ordinary shares of PLN500 each

Sng Sze Hiang 1,020 1,020 1,020

Tong Jia Pi Julia 1,020 1,020 1,020

Athletic International S.A.Ordinary shares of PLN1 each

Sng Sze Hiang 5,576,340 5,728,422 5,728,422

Tong Jia Pi Julia 5,576,340 5,728,422 5,728,422

A & D Sp. z.o.o.Ordinary shares of PLN500 each



A-Beyond Tex Sp. z.o.o.Ordinary shares of PLN100 each

Sng Sze Hiang 1,560 1,560 1,560

Tong Jia Pi Julia 1,560 1,560 1,560

Brahma (Polska) Sp. z.o.o.Ordinary shares of PLN500 each



Athletic Manufacturing Sp. z.o.oOrdinary shares of PLN50 each

Sng Sze Hiang 64,000 64,000 64,000

Tong Jia Pi Julia 64,000 64,000 64,000

TTA Holdings LtdOrdinary shares

Sng Sze Hiang 117,500,000 117,500,000 117,500,000

Tong Jia Pi Julia 117,500,000 117,500,000 117,500,000

Directors’ Report





TEAC Australia Pty LtdOrdinary shares

Sng Sze Hiang 3,000,000 3,000,000 3,000,000

Tong Jia Pi Julia 3,000,000 3,000,000 3,000,000

Mood Design Pte LtdOrdinary shares

Sng Sze Hiang 90,000 90,000 90,000

Tong Jia Pi Julia 90,000 90,000 90,000

By virtue of Section 7 of the Companies Act, Chapter 50, Sng Sze Hiang and Tong Jia Pi Julia are deemed to have interests in the other

subsidiaries of the Company, all of which are wholly-owned, at the beginning and at the end of the financial year.

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures, warrants or

share options of the Company, or of related corporations, either at the beginning or at the end of the financial year.

Except as disclosed under the “Share Options” section of this report, neither at the end of, nor at any time during the financial year, was the

Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits

by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Except for salaries, bonuses, fees and benefits that are disclosed in note 30 to the financial statements, since the end of the last financial year,

no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with

the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest.

Share options

The TT International Employees’ Share Option Scheme (the “Option Scheme”) and the TT International Performance Share Plan (the “Share

Plan”) of the Company were approved and adopted by its members at an Extraordinary General Meeting held on 8 August 2002. The Option

Scheme and Share Plan are administered by the Remuneration Committee, comprising four directors, Ng Leok Cheng (Chairman), Raymond

Koh Bock Swi, Yo Nagasue and Tong Jia Pi Julia.

Other information regarding the Option Scheme and the Share Plan is set out below:

(i) Option Scheme

• TheRemunerationCommitteeshallhavetheabsolutediscretiontogranttheoptionswithasubscriptionpriceatnodiscount,or

at a discount of up to a maximum of 20% of the market price, being the average of the last dealt price of the Company’s shares

on the Singapore Exchange Trading Limited (“SGX-ST”) on the five market days immediately preceding the date of grant of

such options.

• Subject to therulesandsuchotherconditionsasmaybe imposedby theRemunerationCommittee fromtime to time, the

options granted are exercisable in whole or in part at any time:

(a) after the first anniversary of the date of grant of the option if the subscription price of the option granted was at market

price; and

Directors’ Report


(b) after the second anniversary of the date of grant of the option if the subscription price of the option granted was at a

discount to the market price,

provided always that an option that is granted to an eligible employee shall be exercised before the tenth anniversary of the date

of grant of the option and an option which is granted to a non-executive director shall be exercised before the fifth anniversary

of the date of grant of that option.

• The options granted by theCompany do not entitle the holders of the options, by virtue of such holding, to any rights to

participate in any share issue of any other company.

(ii) Share Plan

The Remuneration Committee may award an eligible participant with fully paid shares in the Company, their equivalent cash value or

combinations thereof, free of charge, upon the participant achieving prescribed performance target(s). There are no vesting periods

beyond the performance achievement periods.

The total number of shares issued and issuable in respect of all options and awards pursuant to the Option Scheme and Share Plan shall not

exceed 15% of the total issued share capital of the Company on the day preceding the relevant date of the option or award.

Since the commencement of the Option Scheme and Share Plan:

(i) no options have been granted pursuant to the Option Scheme to any person to take up unissued shares in the Company or its

subsidiaries;

(ii) no shares in the Company have been awarded to any person pursuant to the Share Plan; and

(iii) no shares have been issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.

As at the end of the financial year, there were no unissued shares of the Company and its subsidiaries under option.

Directors’ Report


Audit committee

The members of the Audit Committee during the financial year and at the date of this report are:

Raymond Koh Bock Swi (Chairman)

Ng Leok Cheng

Yo Nagasue

The Audit Committee has held 4 meetings since the last directors’ report. Specific functions of the Audit Committee include reviewing of

the scope of work of the external auditors, and receiving and considering the auditors’ reports. The Audit Committee also recommends the

appointment of the external auditors and reviews the level of audit fees.

In addition, the Audit Committee has, in accordance with Chapter 9 of the Singapore Exchange Listing Manual, reviewed the requirements of

approval and disclosure of interested person transactions, reviewed the internal procedures set up by the Company to identify and report and

where necessary, seek approval for interested person transactions and reviewed interested person transactions.

The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors

that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.

Auditors

The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.

On behalf of the Board of Directors

───────────────────────Sng Sze HiangDirector

───────────────────────Tong Jia Pi JuliaDirector

10 September 2010

Directors’ Report


The directors consider that different possibilities regarding the future exist and that the differing outcomes can cause the financial position

as at 31 March 2010, together with profits or losses, other comprehensive income and changes in equity, to be very different from what is

currently presented to shareholders. The directors also consider that there are no practical means available to resolve such difficulties in the

preparation of these financial statements for the financial year under review. Accordingly, the directors are of the opinion that notwithstanding

these difficulties, the preparation of these financial statements on a going concern basis provides sufficient information to serve the interests of

all shareholders and other stakeholders who may read these financial statements. Further details on the basis of preparation of these financial

statements can be found in note 2 to the financial statements.

In our opinion:

(a) having regard to and taking into consideration the matters disclosed in the financial statements, in particular note 2, the financial

statements set out on pages 28 to 80 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the

Company as at 31 March 2010 and the results, changes in equity and cash flows of the Group for the year ended on that date in

accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, subject to court sanction being granted to the scheme of arrangement by the Court of Appeal, the

successful implementation of the scheme and other matters referred to in note 2 to the financial statements, there are reasonable

grounds to believe that the Company will be able to pay its debts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

On behalf of the Board of Directors

───────────────────────Sng Sze HiangDirector

───────────────────────Tong Jia Pi JuliaDirector

10 September 2010

Statement By Directors


We were engaged to audit the accompanying financial statements of TT International Limited (the “Company”) and its subsidiaries (collectively,

the “Group”), which comprise the balance sheets of the Group and the Company as at 31 March 2010, the income statement, statement of

comprehensive income, statement of changes in equity and cash flow statement of the Group for the year then ended, and a summary of

significant accounting policies and other explanatory notes, as set out on pages 28 to 80.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the

Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards. This responsibility includes:

(a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are

safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded

as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of

assets;

(b) selecting and applying appropriate accounting policies; and

(c) making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Except as discussed in the following paragraphs, we conducted our audit in accordance with Singapore Standards on Auditing. Those

standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the

financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts

and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks

of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers

internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by

management, as well as evaluating the overall presentation of the financial statements.

Basis for Disclaimer of Opinion

The basis of preparation of the financial statements of the Group and of the Company is affected by the status of the “scheme of arrangement”

proposed by the Company, the “going concern” uncertainties currently faced by the Company partly as a result of that status and the difficulties

faced in determining the amounts at which assets and liabilities should be recorded. These matters are explained more fully in note 2 (and

other notes) to these financial statements.

The directors consider that different possibilities regarding the future exist and that the differing outcomes can cause the financial position

as at 31 March 2010, together with profits or losses, other comprehensive income and changes in equity, to be very different from what is

currently presented to shareholders. The directors also consider that there are no practical means available to resolve such difficulties in the

preparation of these financial statements for the financial year under review. Accordingly, the directors are of the opinion that notwithstanding

these difficulties, the preparation of these financial statements on a going concern basis provides sufficient information to serve the interests

of all shareholders and other stakeholders who may read these financial statements.

Independent Auditors’ ReportMembers of the Company TT International Limited


Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraphs, we are not in a position to, and do not,

express an opinion on the consolidated financial statements of the Group or the financial position of the Company.

In our opinion, except for the effect of the matters described in the Basis for Disclaimer of Opinion, the accounting and other records required

by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly

kept in accordance with the provisions of the Act.

KPMG LLPPublic Accountants andCertified Public Accountants

Singapore10 September 2010

Independent Auditors’ ReportMembers of the Company TT International Limited


Group CompanyNote 2010 2009 2010 2009

$’000 $’000 $’000 $’000

Non-current assetsProperty, plant and equipment 5 123,399 132,822 87,239 82,799

Investment properties 6 6,777 19,580 - -

Subsidiaries 7 - - 17,752 27,733

Intangible assets 8 15,652 15,710 - -

Other investments 9 2,957 1,576 - -

Other receivable 10 - 1,108 - -

Deferred tax assets 11 4,097 4,894 - -

152,882 175,690 104,991 110,532

Current assetsInventories 12 74,411 83,501 19 22

Trade and other receivables 13 120,403 132,512 136,019 158,010

Cash and cash equivalents 14 11,139 26,247 358 337

205,953 242,260 136,396 158,369

Total assets 358,835 417,950 241,387 268,901

Equity Share capital 15 140,563 140,563 140,563 140,563

Reserves 16 (215,070) (209,318) (245,562) (215,401)

Total equity attributable to equity holders of the Company (74,507) (68,755) (104,999) (74,838)

Minority interests 3,690 4,316 - -

Total equity (70,817) (64,439) (104,999) (74,838)

Non-current liabilitiesFinancial liabilities 17 3,103 8,244 301 572

Other payables 739 1,682 - -

Deferred tax liabilities 11 174 457 - -

4,016 10,383 301 572

Current liabilitiesTrade and other payables 19 119,795 105,278 79,153 54,647

Financial liabilities 17 300,072 361,769 264,614 285,341

Provisions 18 3,133 3,507 2,142 3,003

Current tax payable 2,636 1,452 176 176

425,636 472,006 346,085 343,167

Total liabilities 429,652 482,389 346,386 343,739

Total equity and liabilities 358,835 417,950 241,387 268,901

The accompanying notes form an integral part of these financial statements.

Balance Sheets As at 31 March 2010

Balance Sheets As at 31 March 2010


Note 2010 2009$’000 $’000

Revenue 24 539,860 745,638

Other operating income 48,898 3,290

588,758 748,928

Changes in inventories of finished goods (9,090) (35,069)

Purchase of goods (420,984) (597,867)

Staff costs (39,752) (48,941)

Depreciation 5 (6,955) (8,134)

Other operating expenses (96,674) (282,330)

Profit / (loss) from operations 15,303 (223,413)

Finance income 1,660 1,992

Finance costs (18,036) (21,412)

Net finance expense 21 (16,376) (19,420)

Loss before income tax (1,073) (242,833)

Income tax expense 22 (4,217) (5,043)

Loss for the year 20 (5,290) (247,876)

Attributable to:Owners of the Company (4,120) (249,059)

Minority interests (1,170) 1,183

Loss for the year (5,290) (247,876)

2010 2009Cents Cents

Loss per share- Basic and diluted 23 (0.50) (30.50)


Consolidated Statement Of Comprehensive IncomeYear ended 31 March 2010


Note 2010 2009$’000 $’000

Loss for the year (5,290) (247,876)

Changes in fair value of available-for-sale investment 1,382 (4,536)

Reclassification of impairment loss on available-for-sale

investment to income statement 4,556 -

Disposal of quoted available-for-sale investment - (139)

Translation differences relating to financial statements of foreign subsidiaries (9,478) (8,979)

Net surplus/(deficit) on revaluation of property, plant and equipment 5 3,550 (1,142)

Net change in fair value of cash flow hedges transferred to income statement - 13,399

Other comprehensive income for the year, net of income tax 10 (1,397)

Total comprehensive income for the year (5,280) (249,273)

Attributable to:Owners of the Company (4,827) (246,423)

Minority interests (453) (2,850)

Total comprehensive income for the year (5,280) (249,273)


Consolidated Statement Of Comprehensive IncomeYear ended 31 March 2010


NoteSharecapital

Capital reserves

Fair value and

revaluation reserves

Hedging reserve

Foreign currency

translation reserve

Accumulated profits/(losses)

Total attributable

to equity holders of the

CompanyMinority interests

Totalequity

Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 April 2008 140,563 54 24,976 (13,399) (12,937) 39,611 178,868 5,933 184,801

Total

comprehensive

income for the

year - - (6,450) 13,399 (4,313) (249,059) (246,423) (2,850) (249,273)

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Dividends in respect

of financial year

2008 31 - - - - - (1,200) (1,200) - (1,200)

Total contributions by and distributions to owners - - - - - (1,200) (1,200) - (1,200)

Changes in ownership interests in subsidiaries that do not result in loss of control

Dilution of

shareholdings in

subsidiary 26 - - - - - - - 910 910

Net contributions

from minority

interests of

subsidiaries - - - - - - - 323 323

Total changes in ownership interests - - - - - - - 1,233 1,233

Total transactions with owners - - - - - (1,200) (1,200) 1,233 33

At 31 March 2009 140,563 54 18,526 - (17,250) (210,648) (68,755) 4,316 (64,439)


Consolidated Statement of Changes in Equity Year ended 31 March 2010


Sharecapital

Capital reserves

Fair value and

revaluation reserves

Hedging reserve

Foreign currency

translation reserve

Accumulated profits/(losses)

Total attributable

to equity holders of the

CompanyMinority interests

Totalequity

Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 April 2009 140,563 54 18,526 - (17,250) (210,648) (68,755) 4,316 (64,439)

Total comprehensive

income for the year - - 9,488 - (10,195) (4,120) (4,827) (453) (5,280)

Realisation of fair

value reserves

upon liquidation of

subsidiaries - - (2,678) - (925) 2,678 (925) - (925)

Disposal of property, plant

and equipment - - (3,649) - - 3,649 - - -

Disposal of investment

properties - - (2,618) - - 2,618 - - -

Transactions with owners, recorded directly in equity

Contributions by and distributions to owners

Dividends from subsidiary

in the

financial year 2010 - - - - - - - (173) (173)

Total contributions by and distributions to owners - - - - - - - (173) (173)

At 31 March 2010 140,563 54 19,069 - (28,370) (205,823) (74,507) 3,690 (70,817)


Consolidated Statement of Changes in Equity Year ended 31 March 2010


Note 2010 2009$’000 $’000

Operating activitiesLoss for the year (5,290) (247,876)

Adjustments for:

Loss on disposal of property, plant and equipment 3,282 118

Loss/(gain) on disposal of investment properties 636 (128)

Gain on disposal of quoted available-for-sale investments - (1)

Impairment loss on property, plant and equipment - 7,150

Impairment loss on goodwill on consolidation - 2,806

Impairment loss on unquoted equity investments - 5,805

Impairment loss on trademark and rights - 4,060

Impairment loss on available-for-sale investment 4,556 -

Loss on liquidation of subsidiaries 2,964 -

Amortisation of intangible assets 58 116

Changes in fair value of property, plant and equipment - 1,357

Changes in fair value of investment properties (47) 2,457

Depreciation 6,955 8,134

Interest income (1,660) (1,992)

Interest expense 18,036 21,412

Income tax expense 4,217 5,043

Unrealised exchange (gain)/loss (6,911) 4,711

Operating profit/(loss) before changes in working capital 26,796 (186,828)

Changes in working capital:

Inventories (448) 28,876

Trade and other receivables 5,693 167,652

Trade and other payables (1,973) (20,410)

Bills payable and trust receipts (28,047) 38,619

Deposits from customers (1,268) 224

Cash generated from operations 753 28,133

Income tax paid (1,156) (5,614)

Interest income received 1,660 1,992

Interest paid on bills payable and trust receipts (1,107) (5,355)

Cash flows from operating activities 150 19,156

Investing activitiesPurchase of property, plant and equipment and intangible assets (9,333) (17,928)

Net proceeds from disposal of property, plant and equipment 2,617 907

Net proceeds from disposal of investment properties 8,735 4,548

Proceeds from disposal of quoted available-for-sale investments - 238

Acquisition of unquoted available-for-sale investments - (3,085)

Proceeds from liquidation of subsidiaries, net of cash 25 4,501 -

Consideration paid in cash for reverse takeover of a subsidiary 26 - (1,799)

Cash flows from investing activities 6,520 (17,119)

Financing activitiesNet payment from minority shareholders of subsidiaries (173) 323

Interest paid on borrowings (2,071) (12,177)

Proceeds from interest-bearing borrowings 1,399 29,754

Proceeds from finance leases 98 8,021

Repayment of interest-bearing borrowings (18,627) (45,049)

Payment of obligations under finance leases (695) (1,148)

Cash flows from financing activities (20,069) (20,276)

Net decrease in cash and cash equivalents (13,399) (18,239)

Cash and cash equivalents at 1 April (3,979) 14,491

Effect of foreign exchange rate changes on balances held in foreign currencies 1,712 (231)

Cash and cash equivalents at 31 March 14 (15,666) (3,979)


Consolidated Cash Flow StatementYear ended 31 March 2010


These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 10 September 2010.

1. Domicile and activities

TT International Limited (the “Company”) is incorporated in the Republic of Singapore and has its registered office at 47 Sungei Kadut

Avenue, Singapore 729670.

The principal activities of the Company are those relating to trading and distribution of a wide range of electrical and electronics

products, and investment holding. The principal activities of the subsidiaries are set out in note 7 to the financial statements.

The consolidated financial statements relate to the Company and its subsidiaries (collectively referred to as the “Group”).

2. Scheme of arrangement and Going concern

(a) Scheme of arrangement

On 21 January 2009, the Company filed an application with the High Court to propose a scheme of arrangement (“Scheme”) between

the Company and its creditors to restructure its liabilities (“Restructuring Plan”).

On 29 January 2009, the Company obtained an Order from the High Court under Section 210(10) of the Companies Act, Chapter 50,

restraining the commencement or continuation of any legal proceedings against the Company pending the approval by the High Court

of the proposed Scheme.

On 15 March 2010, the Scheme was sanctioned by the High Court and, on 8 April 2010, shareholders’ approval was obtained at an

extraordinary general meeting. After lodgement with ACRA, the Scheme took effect from 19 April 2010.

On 24 March 2010, four bank creditors (“Appellants”), collectively filed an appeal against the High Court’s approval of the Scheme. On

25 March 2010, a second appeal was filed by another creditor, Ho Lee Construction Pte Ltd.

Subsequently, three of the four Appellants withdrew from the Appeal, leaving Overseas-Chinese Banking Corporation Limited and Ho

Lee Construction Pte Ltd as the two remaining creditors pursuing the appeals.

Subsequent to the end of the financial year, on 1 June 2010, the Company announced the results of its first Reverse Dutch Auction

(“RDA”). The amount of debt of the Company that will be extinguished pursuant to the RDA is $89,924,813.80. The Company is

required to pay the successful bidders $14,749,655.83 in accordance with Clause 6.24 of the Scheme Document. On 19 July 2010, the

Company effected payment of the first tranche amounting to $4,916,551.95. The payment of the second and third tranches has been

suspended, pending the decision of the Court of Appeal (see below).

On 27 August 2010, the Court of Appeal issued the following Orders/Directions (the “Orders”):

(I) The sanction of the High Court was set aside and a new meeting of Scheme creditors is to be called to re-vote on the same

Scheme (the “Further Meeting”). The Further Meeting is to be held within four weeks from 27 August 2010. After the Further

Meeting is held, the Court of Appeal will consider whether the Scheme is to be sanctioned. The moratorium on all legal

proceedings against the Company will continue to be in place until after the Court of Appeal has made its decision on whether

to sanction the Scheme.

(II) Specific directions on the voting rights of certain categories of Scheme creditors and on specific disputed debts are also

provided under the Orders. The Orders require creditors to vote in separate classes as elaborated in the Orders. Subject to the

directions contained in the Orders, Scheme creditors will be entitled to vote on the basis of the admitted value of their claims as

stated in the Scheme Manager’s Report dated 17 December 2009.

(III) The Orders also contain, inter alia, a requirement for the Company’s auditors, KPMG LLP, to provide a report on a proof of debt

for $86.97 million, submitted under the Scheme by a subsidiary, Akira Corporation Pte Ltd, to the Court of Appeal within two

weeks from 27 August 2010.

Notes To The Financial Statements


2. Scheme of arrangement and Going concern (cont’d)

(a) Scheme of arrangement (cont’d)

The Company is currently waiting for the Further Meeting to be held and, thereafter, for the Court of Appeal to decide whether to

sanction the Scheme.

(b) Going concern

The ability of the Group and the Company to continue in operation in the foreseeable future and to meet their financial obligations as

and when they fall due depend on:

(i) the Scheme Creditors voting to approve the Scheme during the re-voting;

(ii) the Court of Appeal sanctioning the Scheme following the re-voting;

(iii) the successful implementation of the Scheme;

(iv) the controlling shareholders and key management personnel of the Company remaining substantially unchanged; and

(v) the continued support of bank and other creditors, suppliers and many other parties.

The financial statements of the Group and the Company have been prepared on a going concern basis, which assumes that the

Company will continue in operation at least for a period of 12 months from the balance sheet date. Singapore FRS 1.26 states that:

“In assessing whether the going concern assumption is appropriate, management takes into account all available information about the

future, which is at least, but is not limited to, twelve months from the end of the reporting period”.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or

to the amounts and classification of liabilities that may be necessary if the Group and the Company are unable to continue in operation

in the foreseeable future.

Should the going concern assumption be inappropriate, adjustments would have to be made to reflect the situation that assets may

need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at

which they are recorded in the balance sheet. In addition, the Group and the Company may have to provide for further liabilities that

might arise, and to reclassify non-current assets and non-current liabilities as current assets and current liabilities respectively.

Further, in relation to these financial statements, the amount of assets and liabilities currently recorded in the accounting records of the

Company and its subsidiaries, including amounts recoverable from or payable to group companies, are based on claims and payables

which have arisen in the ordinary course of business. The liabilities, together with the liabilities arising from the financial difficulties of

the Group and the claims under the Scheme, shall be adjusted in accordance with the Scheme at a future date when the liabilities have

been determined or can be reasonably estimated. The amounts ultimately recorded may depend, among other things, on the outcome

of the Further Meeting and, if the Scheme is sanctioned by the Court of Appeal, on the adjudication of the proofs of debt by the Scheme

Manager for admission as debts of the Company.

The amounts at which assets are currently recorded in the accounting records of the Company and its subsidiaries (including the

carrying amounts of property, plant and equipment, intangible assets, investments in group companies and amounts recoverable from

group companies), assume that the Group will be able to operate profitably in the future. It also depends on significant improvements

in the financial condition of individual group companies and the ability and willingness of trading counterparties to repay amounts due

to the Group. It is currently difficult to assess and estimate with any degree of certainty the amounts that will ultimately be realised or

recovered due to uncertainty caused by the current difficult operating conditions and the status of the Scheme. Significant adjustments

that may be required may therefore not have been made.

The directors of the Company have taken note of the restructuring plan, the current status of the Scheme, and the Group’s ability to

generate sufficient positive cash flows from its continuing operations in the past year.

The directors consider that different possibilities regarding the future exist and that the differing outcomes can cause the financial

position as at 31 March 2010, together with profits or losses, other comprehensive income and changes in equity, to be very different

from what is currently presented to shareholders. The directors also consider that there are no practical means available to resolve

such difficulties in the preparation of these financial statements for the current financial year. Accordingly, the directors are of the

opinion that notwithstanding these difficulties, the preparation of these financial statements on a going concern basis and in accordance

with this note provides sufficient information to serve the interests of all shareholders and other stakeholders who may read these

financial statements.



3. Basis of preparation

(a) Statement of compliance

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”).

The basis of preparation (including the basis of measurement and the use of estimates and judgments), of these financial

statements is affected by the matters described in note 2 above.

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis except for certain financial assets and financial

liabilities which are measured at fair value.

(c) Functional and presentation currency

The financial statements are presented in Singapore dollars which is the Company’s functional currency and has been rounded

to the nearest thousand, unless otherwise stated.

(d) Use of estimates and judgements

The preparation of the financial statements in conformity with FRSs requires management to make judgements, estimates

and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and

expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies

that have the most significant effect on the amount recognised in the financial statements is included in note 2, and the

following notes:

■ Note 4(h) – classification of leases

■ Notes 5 and 8 – assumptions of recoverable amounts relating to property, plant and equipment and impairment of

goodwill, trade marks and rights.

■ Notes 9 and 13 – impairment loss on other investments and trade and other receivables

■ Note 18 – measurement of provisions

■ Note 26 – valuation of assets, liabilities and contingent liabilities acquired in business combinations

■ Note 27 – valuation of financial instruments

■ Note 29 – measurement of contingent liabilities

■ Note 30 – related parties

(e) Changes in accounting policies

(i) Overview

Starting from the financial year beginning 1 April 2009 on adoption of new/revised FRSs, the Group has changed its

accounting policies in the following areas:

• Determinationandpresentationofoperatingsegments

• Presentationoffinancialstatements



3. Basis of preparation (cont’d)

(e) Changes in accounting policies (cont’d)

(ii) Determination and presentation of operating segments

As of 1 April 2009, the Group determines and presents operating segments based on the information that internally is

provided to the Chairman and Chief Executive Officer (“CEO”), who is the Group’s chief operating decision maker. This

change in accounting policy is due to the adoption of FRS 108 Operating Segments. Previously operating segments

were determined and presented in accordance with FRS 14 Segment Reporting. The new accounting policy in respect

of operating segment disclosures is presented as follows.

Comparative segment information has been re-presented in conformity with the transitional requirements of such

standard. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact

on earnings per share.

An operating segment is a component of the Group that engages in business activities from which it may earn

revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s

other components. An operating segment’s operating results is reviewed regularly by the Chairman and CEO to make

decisions about resources to be allocated to the segment and assess its performance.

Segment results that are reported to the Chairman and CEO include items directly attributable to a segment as well as

those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the

Company’s headquarters), head office expenses, and income tax assets and liabilities.

Segment capital expenditure is the total cost incurred during the period to acquire plant and equipment.

(iii) Presentation of financial statements

The Group applies revised FRS 1 Presentation of Financial Statements (2008), which became effective for the financial

year beginning 1 April 2009. As a result, the Group presents in the consolidated statement of changes in equity all

owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of

comprehensive income.

Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the

change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.

(iv) Disclosure of contractual maturity analysis

The Group applies the amendments to FRS 107 Financial Instruments: Disclosures, which became effective for the

financial year beginning 1 April 2009. As a result, the Group discloses the maximum amount of issued financial

guarantees in the earliest time period for which the guarantees could be called upon in the contractual maturity analysis.

Previously, the Group disclosed the maximum amount of issued financial guarantees in the contractual maturity analysis

only if the Group assessed that it is probable that the guarantee would be called upon.

FRS 107 does not require comparative information to be restated and therefore, the contractual maturity analysis for the

comparative period has not been re-presented. Since the change in accounting policy only impacts presentation and

disclosure aspects, there is no impact on earnings per share.



4. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have

been applied consistently by Group entities, except as explained in note 3(e), which addresses changes in accounting policies.

(a) Basis of consolidation

Business combinations

Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair value

of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly

attributable to the acquisition.

The excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost

of acquisition is credited to the income statement in the period of the acquisition.

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and

operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently

are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial

statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries

have been changed where necessary to align them with the policies adopted by the Group.

Transactions eliminated on consolidation

Intra-group balances, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing

the consolidated financial statements.

Accounting for subsidiaries by the Company

Investments in subsidiaries are stated in the Company’s balance sheet at cost less accumulated impairment losses.

(b) Foreign currencies

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange

rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date

are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities

denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange

rate at the date on which the fair value was determined.

Foreign currency differences arising on retranslation are recognised in the income statement, except for differences arising on

the retranslation of monetary items that in substance form part of the Group’s net investment in a foreign operation (see below)

and available-for-sale equity instruments.

Net investment in a foreign operation

Exchange differences arising from monetary items that in substance form part of the Company’s net investment in a foreign

operation, are recognised in the Company’s income statement. Such exchange differences are reclassified to equity in the

consolidated financial statements. When the hedged net investment is disposed of, the cumulative amount in equity is

transferred to the income statement as an adjustment to the profit or loss arising on disposal.



4. Significant accounting policies (cont’d)

(b) Foreign currencies (cont’d)

Foreign operations

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition of foreign

operations, are translated to Singapore dollars at the rates of exchange ruling at the balance sheet date. The income and expenses

of foreign operations are translated to Singapore dollars at exchange rates prevailing at the dates of the transactions.

Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation is disposed

of, in part or in full, the relevant amount in the foreign exchange translation reserve is transferred to the income statement.

(c) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for completed

land and buildings, which are stated at their revalued amounts. The revalued amount is the fair value at the date of revaluation

less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are carried out

by independent professional valuers regularly such that the carrying amount of these assets does not differ materially from that

which would be determined using fair values at the balance sheet date.

Any increase in the revaluation amount is credited to the revaluation reserve unless it offsets a previous decrease in value of

the same asset that was recognised in the income statement. A decrease in value is recognised in the income statement where

it exceeds the increase previously recognised in the revaluation reserve. Upon disposal, any related revaluation reserve is

transferred from the revaluation reserve to accumulated profits and is not taken into account in arriving at the gain or loss on

disposal.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes

the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its

intended use, and the cost of dismantling and removing the items and restoring the site on which they are located. Purchased

software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items

(major components) of property, plant and equipment.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is

probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably.

The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.

Freehold land and leasehold land and buildings under construction are not depreciated. Depreciation is provided on a straight-

line basis to write off costs of property, plant and equipment over their estimated useful lives as follows:

Freehold buildings 50 years

Leasehold land and buildings 18 to 50 years

Plant and machinery 2 to 10 years

Renovations 3 to 10 years

Furniture, fittings and office equipment 2 to 10 years

Computers 3 to 5 years

Motor vehicles 5 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date.




(c) Property, plant and equipment (cont’d)

When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and

reclassified as investment property. Any gain arising on remeasurement is recognised in profit or loss to the extent that the

gain reverses a previous impairment loss on the specific property, with any remaining gain recognised in other comprehensive

income and presented in the revaluation reserve. Any loss is recognised in other comprehensive income and presented in the

revaluation reserve to the extent that an amount had previously been included in the revaluation reserve relating to the specific

property, with any remaining loss recognised immediately in profit or loss.

On disposal of such investment property, the balance held in the revaluation reserve is reclassified directly to the Statement of

Changes in Equity, in accumulated profits or losses.

(d) Investment properties

Investment property is property held either to earn rental income or capital appreciation or both. It does not include properties

held for sale in the ordinary course of business, used in the production or supply of goods or services, or for administrative

purposes.

Investment property is measured at fair value, with any change recognised in the income statement. Rental income from

investment properties is accounted for in the manner described in note 4(m).

When the Group holds a property interest under an operating lease to earn rental income or capital appreciation, the interest

is classified and accounted for as investment properties on a property-by-property basis. Any such property interest which has

been classified as investment properties is accounted for as if it is held under finance lease (see note 4(h)), and is accounted for

in the same way as other investment properties leased under finance leases. Lease payments are accounted for as described

in note 4(h).

(e) Intangible assets

Goodwill

Goodwill and negative goodwill arise on the acquisition of subsidiaries.

Acquisitions prior to 1 April 2001

Goodwill and negative goodwill that have previously been taken to reserves are not taken to the income statement when (a) the

business is disposed of or (b) the goodwill is impaired.

Acquisitions on or after 1 April 2001

Goodwill represents the excess of the cost of the acquisition over the Group’s proportionate interest in the net fair value of the

identifiable assets, liabilities and contingent liabilities of the acquiree.

Goodwill arising on the acquisition of subsidiaries is presented in intangible assets. Goodwill is measured at cost less accumulated

impairment losses and tested for impairment as described in note 4(g). Negative goodwill is recognised immediately in the

income statement.

Trade marks

Trade marks recorded in the financial statements are amortised over their estimated useful lives, taking into account the ability

to renew the marks in their respective jurisdictions and after adjusting for impairment losses, if any. It is tested for impairment

annually as described in note 4(g).




(e) Intangible assets (cont’d)

Distribution rights

Distribution rights for brands or products, are stated at cost less accumulated amortisation and impairment loss and are tested

for impairment annually as described in note 4(g). Amortisation is charged to the income statement on the straight-line basis

over their estimated useful lives of 20 years.

(f) Financial instruments

(i) Non-derivative financial assets

The Group has the following non-derivative financial assets: investments in equity securities, trade and other receivables,

cash and cash equivalents.

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial

assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which

the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it

transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all

the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that

is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the

Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle

the liability simultaneously.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market.

Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial

recognition, loans and receivables are measured at amortised cost using the effective interest method, less any

impairment losses.

Loans and receivables comprise trade and other receivables (see note 13).

Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that are repayable on demand

and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents

for the purpose of the cash flow statement.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that

are not classified in any of the previous categories. The Group’s investments in certain equity securities are classified

as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes

therein, other than impairment losses and foreign currency differences on available-for-sale monetary items are

recognised in other comprehensive income and presented within equity in the fair value reserve. When an investment

is derecognised, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.




(f) Financial instruments (cont’d)

(ii) Non-derivative financial liabilities

The Group has the following non-derivative financial liabilities: financial liabilities, and trade and other payables.

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All

other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the

trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expired.

Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the

Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle

the liability simultaneously.

Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent

to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

(iii) Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

(iv) Derivative financial instruments, including hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency. Embedded derivatives are separated

from the host contract and accounted for separately if the economic characteristics and risks of the host contract and

the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative

would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or

loss.

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s)

and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction,

together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes

an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging

instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective

hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are

within a range of 80%-125%.

For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present

an exposure to variations in cash flows that could ultimately affect reported net income.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred.

Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as

described below.




(f) Financial instruments (cont’d)

(iv) Derivative financial instruments, including hedge accounting (cont’d)

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a

particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect

profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive

income and presented in the hedging reserve in equity. The amount recognised in other comprehensive income is

removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the

same line item in the income statement as the hedged item. Any ineffective portion of changes in the fair value of the

derivative is recognised immediately in profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or

the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously

recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the

forecast transaction affects profit or loss. When the hedged item is a non-financial asset, the amount recognised in other

comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the forecast

transaction is no longer expected to occur, then the balance in other comprehensive income is recognised immediately

in profit or loss. In other cases, the amount recognised in other comprehensive income is transferred to profit or loss in

the same period that the hedged item affects profit or loss.

(g) Impairment

(i) Financial assets (including receivables)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether

there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss

event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated

future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by

a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications

that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a security. In addition, for an

investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of

impairment.

The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually

significant receivables are assessed for specific impairment. All individually significant receivables found not to be

specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified.

Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables

with similar risk characteristics.

In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries

and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit

conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.




(g) Impairment (cont’d)

(i) Financial assets (including receivables) (cont’d)

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between

its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective

interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest

on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event

causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Impairment losses on available-for-sale investment securities are recognised by transferring the cumulative loss that

has been recognised in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss.

The cumulative loss that is removed from other comprehensive income and recognised in profit or loss is the difference

between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any

impairment loss previously recognised in profit or loss. Changes in impairment attributable to time value are reflected

as a component of interest income.

If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be

related objectively to an event occurring after the impairment loss was recognised in profit or loss, then the impairment

loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the

fair value of an impaired available-for-sale equity security is recognised in other comprehensive income.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than investment properties, inventories and deferred

tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any

such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have

indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same

time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs

to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For

the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group

of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets

or groups of assets (the “cash-generating unit, or CGU”). Subject to an operating segment ceiling test, for the purposes

of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which

impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill

acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the

combination.

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may

be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.




(g) Impairment (cont’d)

(ii) Non-financial assets (cont’d)

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable

amount. Impairment losses are recognised in profit or loss unless it reverses a previous revaluation credited to equity,

in which case it is charged to equity. Impairment losses recognised in respect of CGUs are allocated first to reduce the

carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in

the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in

prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount

that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(h) Leases

When entities within the Group are lessees of a finance lease

Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.

Upon initial recognition, property, plant and equipment acquired through finance leases are capitalised at the lower of its fair

value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in

accordance with the accounting policy applicable to that asset. Leased assets are depreciated over the shorter of the lease

term and their useful lives. Lease payments are apportioned between finance expense and reduction of the lease liability. The

finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the

remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over

the remaining term of the lease when the lease adjustment is confirmed.

When entities within the Group are lessees of an operating lease

Where the Group has the use of assets under operating leases, payments made under the leases are recognised in the income

statement on a straight-line basis over the term of the lease, unless another systematic basis is more representative of the time

pattern of the benefit derived. Lease incentives received are recognised in the income statement as an integral part of the total

lease payments made. Contingent rentals are charged to the income statement in the accounting period in which they are

incurred.

When entities within the Group are lessors of an operating lease

Assets leased out under operating lease arrangements relate to the Group’s warehouse and office facilities that were previously

the subject of a sale and leaseback transaction. These assets are also used to generate rental income.

Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term.

(i) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average cost formula

and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present

location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated

costs of completion and the estimated costs necessary to make the sale. In arriving at net realisable value, due allowance is

made for all obsolete and slow moving items.




(j) Employee benefits

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as

incurred.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is

provided. These include salaries, annual bonuses and paid annual leave.

A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group

has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the

obligation can be estimated reliably.

Share-based payments

TT International Employees’ Share Option Scheme (Option Scheme) and TT International Performance Share Plan (Share

Plan) have been put in place to grant options and award shares to eligible employees and participants, respectively. Details of

the Option Scheme and Share Plan are disclosed in the Directors’ Report.

The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair

value is measured at grant date and spread over the period during which the employees become unconditionally entitled to

the options. At each balance sheet date, the Company revises its estimates of the number of options that are expected to

become exercisable. It recognises the impact of the revision of original estimates in employee expense and in a corresponding

adjustment to equity over the remaining vesting period.

The proceeds received net of any directly attributable transactions costs are credited to share capital when the options are

exercised.

(k) Provisions and contingent liabilities

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be

estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are

determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time

value of money and the risks specific to the liability.

Warranties

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical

warranty data and a weighting of all possible outcomes against their associated probabilities.

Restructuring

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the

restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.




(l) Intra-group guarantees

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its

group, the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the

Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be

required to make a payment under the guarantee.

A provision is recognised based on the Company’s estimate of the ultimate cost of settling all claims incurred but unpaid at

the balance sheet date. The provision is assessed by reviewing individual claims and tested for adequacy by comparing the

amount recognised and the amount that would be required to settle the guarantee contract.

(m) Revenue recognition

Goods sold

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and

allowances, goods and services taxes or other sales taxes, trade discounts and volume rebates. Revenue is recognised when

the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the

associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement

with the goods, and the amount of revenue can be measured reliably.

Transfers of risks and rewards vary depending on the individual terms of the contract of sale. For sales of consumer electronics

and furniture and furnishing products, transfer usually occurs when the product is received by the customer; however, for some

international shipments, transfer occurs upon loading of the goods on to the relevant carrier.

Rental income

Rental income receivable under operating leases is recognised in the income statement on a straight-line basis over the term

of the lease. Lease incentives granted are recognised as an integral part of the total rental income to be received. Contingent

rentals are recognised as income in the accounting period in which they are earned.

(n) Finance income and expense

Finance income comprises interest income on bank balances and fixed deposits and dividend income. Interest income is

recognised as it accrues, using the effective interest method. Dividend income is recognised in the income statement on the

date that the Group’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

Finance expenses comprise interest expense on borrowings. All borrowing costs are recognised in the income statement using

the effective interest method, except to the extent that they are capitalised as being directly attributable to the acquisition of an

asset which necessarily takes a substantial period of time to be prepared for its intended use or sale.

(o) Government Grant

Cash grants received from the government in relation to the Job Credit Scheme are recognised as income upon receipt.




(p) Income tax expense

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in the income statement

except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive

income.

Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary

differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects

neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and associates to the extent

that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable

temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected

to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted

by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax

liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different

tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be

realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it

is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at

each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(q) New standards and interpretations not yet adopted

New standards, amendments to standards and interpretations that are not yet effective for the year ended 31 March 2010 have

not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial

statements of the Group.



5. Property, plant and equipment

At valuation At cost

Group Note

Freehold land and

buildings

Leasehold land and

buildings

Leasehold land and building under

construction

Plant and

machinery Renovations

Furniture, fittings

and office

equipment ComputersMotor

vehicles Total$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Cost/ValuationAt 1 April 2008 10,521 44,575 52,558 8,663 8,936 12,313 7,969 6,987 152,522

Translation

differences on

consolidation (3,352) 811 - (926) 3,047 383 (397) (344) (778)

Reclassification

to investment

properties 6 - (14,537) - - - - - - (14,537)

Additions 4,408 38 29,288 358 1,134 474 781 573 37,054

Surplus/(deficit)

on revaluation

recognised

directly in equity 581 (1,723) - - - - - - (1,142)

Deficit on

revaluation

recognised

in income

statement 20 (1,357) - - - - - - - (1,357)

Reversal of

depreciation on

revaluation (222) (1,908) - - - - - - (2,130)

Disposals - - - (139) (1,092) (403) (386) (1,872) (3,892)

At 31 March 2009 10,579 27,256 81,846 7,956 12,025 12,767 7,967 5,344 165,740

Translation

differences on

consolidation 1,838 (1,073) - (705) (4,501) 1,187 391 188 (2,675)

Additions 278 - 4,613 222 2,447 583 793 397 9,333

Surplus/(deficit)

on revaluation

recognised

directly in equity 704 2,846 - - - - - - 3,550

Liquidation of

subsidiaries 25 - (5,060) - (59) - (112) (215) (70) (5,516)

Disposals (8,932) - - (1,192) (478) (2,133) (663) (1,080) (14,478)

Reversal of

depreciation on

revaluation (77) (1,901) - - - - - - (1,978)

At 31 March 2010 4,390 22,068 86,459 6,222 9,493 12,292 8,273 4,779 153,976



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

At valuation At cost

Group Note

Freehold land and

buildings

Leasehold land and

buildings


construction

Plant and


Furniture, fittings

and office

equipment ComputersMotor

vehicles Total$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Accumulated depreciation and impairment losses

At 1 April 2008 - - - 2,275 4,143 7,026 5,499 4,810 23,753

Translation differences

on consolidation - - - (253) (145) (402) (144) (178) (1,122)

Depreciation charge

for the year 222 1,908 - 610 1,394 2,280 1,011 709 8,134

Impairment losses 20 - - - 2,156 4,994 - - - 7,150

Reversal of

depreciation on

revaluation (222) (1,908) - - - - - - (2,130)

Disposals - - - (23) (797) (291) (301) (1,455) (2,867)

At 31 March 2009 - - - 4,765 9,589 8,613 6,065 3,886 32,918

Translation differences

on consolidation - - - (609) (4,711) 654 140 169 (4,357)

Depreciation charge

for the year 255 1,937 - 256 1,872 1,088 974 573 6,955

Liquidation of

subsidiaries 25 - (36) - (23) - (51) (211) (50) (371)

Disposals (178) - - (460) (189) (694) (343) (726) (2,590)

Reversal of

depreciation on

revaluation (77) (1,901) - - - - - - (1,978)

At 31 March 2010 - - - 3,929 6,561 9,610 6,625 3,852 30,577

Carrying amountAt 1 April 2008 10,521 44,575 52,558 6,388 4,793 5,287 2,470 2,177 128,769

At 31 March 2009 10,579 27,256 81,846 3,191 2,436 4,154 1,902 1,458 132,822

At 31 March 2010 4,390 22,068 86,459 2,293 2,932 2,682 1,648 927 123,399



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

CompanyFreeholdbuilding


construction

Plantand


Furniture, fittings

and officeequipment Computers

Motorvehicles Total

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

CostAt 1 April 2008 284 52,558 234 137 560 3,743 1,420 58,936

Additions - 29,288 - - 3 398 - 29,689

Disposals - - (23) (23) (55) (202) (45) (348)

At 31 March 2009 284 81,846 211 114 508 3,939 1,375 88,277

Additions - 4,613 - - 1 97 84 4,795

Disposals - - (97) - - (36) (103) (236)

At 31 March 2010 284 86,459 114 114 509 4,000 1,356 92,836

Accumulated depreciation At 1 April 2008 86 - 203 91 374 3,399 1,074 5,227

Charge for the

year 5 - 5 12 35 298 141 496

Disposals - - (11) (6) (25) (158) (45) (245)

At 31 March 2009 91 - 197 97 384 3,539 1,170 5,478

Charge for the

year 6 - 3 5 31 204 106 355

Disposals - - (97) - - (36) (103) (236)

At 31 March 2010 97 - 103 102 415 3,707 1,173 5,597

Carrying amountAt 1 April 2008 198 52,558 31 46 186 344 346 53,709

At 31 March 2009 193 81,846 14 17 124 400 205 82,799

At 31 March 2010 187 86,459 11 12 94 293 183 87,239

Freehold and leasehold buildings comprise mainly commercial properties which were occupied by the Group and also used for the

provision of warehousing and logistics services to third parties. The carrying amount of leasehold buildings available for provision of

warehousing and logistics services to third parties as at 31 March 2010 is approximately $4,935,000 (2009: $5,305,000).

Leasehold building under construction comprises the development of a 8-storey retail and warehousing complex under the Warehouse

Retail Scheme in Jurong. The construction activities of the retail and warehousing complex have been temporarily suspended pending

the finalisation of the restructuring plan as discussed in note 2.

As at 31 March 2010, property, plant and equipment with a carrying amount of $516,000 (2009: $8,507,000) for the Group and

$371,000 (2009: $539,000) for the Company were acquired under finance lease agreements. The amounts outstanding under the

finance lease agreements are set out in note 17 to the financial statements.

Freehold and leasehold land and buildings of the Group were revalued by firms of independent professional valuers at close to the

balance sheet date, at open market value, being the estimated amount for which a property could be exchanged on the date of the

valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion. The revaluation surplus amounting to $3,550,000 (2009: revaluation deficit

of $1,142,000) has been transferred to the revaluation reserves of the Group respectively during the financial year.

The carrying amount of freehold and leasehold land and buildings of the Group would have been $13,894,000 (2009: $19,589,000) had

the freehold and leasehold land and buildings been carried at cost less accumulated depreciation and impairment losses.



6. Investment properties

GroupNote 2010 2009

$’000 $’000

At 1 April 19,580 11,920

Translation differences on consolidation 171 -

Reclassification from property, plant and equipment 5 - 14,537

Disposal of investment properties (13,021) (4,420)

Changes in fair value 20 47 (2,457)

At 31 March 6,777 19,580

Investment properties were revalued at close to the balance sheet date by firms of independent professional valuers who have

appropriate recognised professional qualifications and recent experience in the locations and categories of the properties being valued.

The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the

valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion.

Investment properties comprise a number of industrial buildings that are leased to external parties for a period ranging from 2 to 3

years. Subsequent renewals of the operating leases are negotiated with the lessees.

7. Subsidiaries

Company2010 2009$’000 $’000

At cost:

Quoted equity investment 1,767 1,767

Unquoted equity investments 20,706 30,187

Impairment losses (4,721) (4,221)

17,752 27,733

Market value of quoted equity investment 9,094 3,719

The movement in impairment losses in respect of cost of investments in subsidiaries is as follows:

Company2010 2009$’000 $’000

At 1 April 4,221 3,100

Impairment losses made 1,002 1,121

Impairment losses written off against the cost of

investment of subsidiaries liquidated (502) -

At 31 March 4,721 4,221

During the financial year, an allowance for impairment loss of $1,002,000 (2009: $1,121,000) was made to reduce the carrying amount

of the investments in subsidiaries to its estimated recoverable amount.



Effective equity held

Country of by the Group Name of subsidiary Principal activities Incorporation 2010 2009

% %

Ø TTA Holdings Ltd and its

subsidiary:

Investment holding Australia 85.5 85.5

Ø TEAC Australia Pty Ltd Distribution of electrical and electronics

products

Australia 85.5 85.5

λ Akira Corporation Pte Ltd Brand management and sourcing

services

Singapore 100 100

λ T. T. International Tradepark

Pte Ltd and its subsidiaries:

Operator of warehousing facilities and

provision of logistics services

Singapore 100 100

λ E & E Wholesale Pte Ltd Trading and distribution of Singapore 100 100

electrical and electronics products

* ITL (Middle East) L.L.C Retailing and wholesaling of seafood

and related items

United Arab

Emirates

49** 49**

λ T. T. Corporation Pte Ltd and

its subsidiaries:

Investment holding and trading in


Singapore 100 100

@ T. T. International Limited Trading and processing of seafood

products

Myanmar 51 51

* TT Electrical Electronics

Corporation (M) Sdn. Bhd.

Dormant Malaysia 75 75

@ Akira Electric (Vietnam)

Co., Ltd

Assembly, fabricating sale and provision

of maintenance services for electrical

and electronics products

Vietnam 100 100

* Akira Middle East L.L.C Distribution of electrical and electronics

products

United Arab

Emirates

49** 49**

* Intracorp (B) Sdn Bhd and its

subsidiary:

Distribution of electrical and electronics

products

Brunei 100 100

# Myakira Electromart (B)

Sdn Bhd

Trading, importers, exporters of

electronic and electrical appliances and

apparatus

Brunei 100 100

* First Omni Sdn. Bhd. Distribution of electrical and electronics

products

Malaysia 100 100

* Akira Sales & Services

(M) Sdn. Bhd.


products

Malaysia 100 100

7. Subsidiaries (cont’d)





% %

† PT. Akira Electronics Indonesia Distribution of electrical and electronics

products

Indonesia 100 100

† PT. TT International Indonesia Distribution of electrical and electronics

products

Indonesia 100 100

@ TTC Sales and Marketing (SA)

(Proprietary) Limited

Sourcing, trading and distribution of


South Africa 51 51

@ AIMS Investment (Private)

Limited and its subsidiary:

Investment holding Sri Lanka 100 100

@ AIMS Trading (Private)

Limited

Trading and distribution of electrical and

electronics products

Sri Lanka 59.46 59.46

# TT International (Australia)

Pty Limited



Australia 100 100

* Bazartronic Pertama (M)

Sdn. Bhd.

Import, export, distribution, wholesale

and retail of consumer electrical and


Malaysia 100 100

@ TTC Pakistan (Private) Limited Import, export, distribution, wholesale,

retail, warehousing and logistics

services

Pakistan 100 100

# Athletic AGD Sp. z.o.o. Import and distribution of consumer

electronics and other consumer goods

Poland 51 51

@ Athletic International S.A.

and its subsidiaries:

Import and distribution of consumer

electronics and other consumer goods

Poland 51 51

@ Athletic Manufacturing

Sp. z.o.o.

Assembly, manufacturing and

distribution of bicycles

Poland 51 51

# A & D Sp. z.o.o. Wholesaling and retailing

of house finishing and construction/

building material

Poland 31 31

@ A-Beyond Tex Sp. z.o.o. Wholesaling and retailing

of clothing and footwear

Poland 33 33

@ Bhrama Polska Sp. z.o.o. Wholesaling and retailing

of clothing and footwear

Poland 33 33

@ Pick & Pay (Thailand) Ltd Import, export, distribution, general

wholesale and retail

Thailand - 100






% %

^ PT Electronic Solution Trading and retailing of electrical and


Indonesia 100 100

# SCE Distribution (Pty) Ltd Dormant South Africa 100 100

λ Novena Furnishing Centre Pte Ltd Retail, wholesale and export of furniture

& furnishings products

Singapore 100 100

λ Castilla Design Pte Ltd Retail, wholesale and export of furniture

& furnishing products

Singapore 100 100

λ Furniture & Furnishings Pte Ltd

and its subsidiaries:

Retail, wholesale and export of furniture


Singapore 100 100

λ The White Collection Pte Ltd Retail, wholesale and export of furniture


Singapore 100 100

λ Natural Living Pte Ltd Retail, wholesale and export of furniture


Singapore 100 100

λ Living Lifestyle Pte Ltd Wholesale and export of furniture &

furnishing products

Singapore 100 100

λ Poya Communication Pte Ltd Media advertising agency Singapore 100 100

λ Mod.Living Pte Ltd Retail, contract and installation of

furniture & furnishing products

Singapore 100 100

# 凱斯迪雅有限公司 Retail, wholesale and export of furniture


Taiwan 100 -

* Tainahong Trading Limited and

its subsidiary:

Trading and retailing of electrical and


Hong Kong 100 100

@ Kontech Electronic Co. Ltd Dormant Hong Kong 100 100

λ Tech Global Pte Ltd and its

subsidiary:

Trading in electrical and electronics

products

Singapore 100 100

# Tainahong Trading Company

Limited

Dormant Myanmar 100 100

λ Aki Habara Electric Corporation

Pte Ltd and its subsidiary:

Investment holding Singapore 100 100

# Akihabara Electric Corporation,

Japan, Ltd.

Dormant Japan 100 100






% %λ Ambur International Pte Ltd and

its subsidiaries:

Trading in electrical and electronics

products

Singapore 100 100

@ Ambur International Company

Limited

Retailing and distribution of electrical

and electronics products

Myanmar 100 100

λ Daily Products Pte Ltd Dormant Singapore 100 100

@ Sritronic Investment (Private)

Limited and its subsidiary:

Investment holding Sri Lanka 100 100

@ Sritronic Distribution

(Private) Limited

Importer, exporter and distributor of

consumer electrical products

Sri Lanka 100 100

@ Sound Year (Asia) Limited Dormant Hong Kong 100 100

λ Akira Singapore Pte Ltd Trading and distribution of electrical and


Singapore 100 100

λ Akira International Pte Ltd and

its subsidiaries:


@ Akira Electronics (Suzhou)

Co., Ltd

Assembly of electrical and electronics

products

China 100 100

@ Akira International Trading

(Shanghai) Co., Ltd

Sourcing and export of electrical and


China 100 100

# Akira Electronics (SA)

(Proprietary) Limited

Dormant South Africa 100 100

@ Akitron Electronics (Pty) Ltd Distribution of electrical and electronics

products

South Africa - 50

@ Akira Electric Corporation

Holdings Ltd

Investment holding Thailand 49** 49**

@ Akira Electric Corporation

(Thailand) Ltd



Thailand 100 100

* Akira Industries (M) Sdn. Bhd. Manufacturing and localised assembly

of electrical and electronics products

Malaysia 100 100

@ Akira West Africa Company

Limited


products

Nigeria 100 100

@ Akira Electronics Hong Kong

Limited

Trading and distribution of consumer


Hong Kong 100 100

@ Akira Europe S.A.S Trading and distribution of consumer


France 100 100






% %* JSA Gulf FZE Trading in electrical and electronics

products

United Arab

Emirates

100 100

* IT-Kauppa Oy Provision of logistics services Finland 100 100

# E-Fabulous Developments

Limited

Investment holding British Virgin Islands 100 100

λ Dai-Ichi Pte Ltd Trading and retailing of electrical and


Singapore - 100

λ International Tradelogistics

Pte Ltd

Provision of logistics services Singapore 100 100

* TT Middle East FZE Owner and operator of warehousing

facilities and provision of logistics

services

United Arab

Emirates

100 100

λ Big Box Pte Ltd Dormant Singapore 100 100

λ Big Box Corporation Pte Ltd and

its subsidiaries:


λ Big Box Singapore Pte Ltd Dormant Singapore 100 100

@ Big Box (T) Ltd Dormant Thailand 100 100

# Big Box (Cambodia) Pte Ltd Dormant Cambodia 100 100

# Big Box (B) Sdn Bhd Dormant Brunei 100 100

* Big Box Malaysia Sdn. Bhd. Dormant Malaysia 100 100

λ Audited by KPMG LLP Singapore.

* Audited by other member firms of KPMG International.

Ø Audited by HLB Mann Judd (VIC Partnership), Australia.

† Audited by Tan Siddharta, Indonesia.

^ Audited by Andi, Arifin, Amita, Wisnu & Rekan, Indonesia.

@ Audited by other firms of certified public accountants.

# Not required to be audited by law of country of incorporation for this financial period.

** These companies are considered to be subsidiaries as the Company controls the composition of the board of directors and is

fully responsible for the management of their operations.




8. Intangible assets

Goodwill on consolidation

Trade marks and rights Total

Note $’000 $’000 $’000

GroupCostAt 1 April 2008 5,207 14,042 19,249

Acquisitions through business combinations 26 3,443 - 3,443

At 31 March 2009 and 31 March 2010 8,650 14,042 22,692

Accumulated amortisation and impairment lossesAt 1 April 2008 - - -

Amortisation charge for the year 20 - 116 116

Impairment charge 20 2,806 4,060 6,866

At 31 March 2009 2,806 4,176 6,982

Amortisation charge for the year 20 - 58 58

At 31 March 2010 2,806 4,234 7,040

Carrying amountAt 1 April 2008 5,207 14,042 19,249

At 31 March 2009 5,844 9,866 15,710

At 31 March 2010 5,844 9,808 15,652

Impairment tests for cash-generating units (“CGU”) containing goodwill

Goodwill and trade marks are allocated to the retail and distribution business segment of the Group in respect of the consumer

electronics and private label business and furniture and furnishing business, which are each regarded as a CGU.

The aggregate carrying amount of intangible assets allocated to each CGU are as follows:

Group2010 2009$’000 $’000

Consumer electronics and private label business 7,492 7,550

Furniture and furnishing business 8,160 8,160

15,652 15,710

The recoverable amount of the CGU in respect of the consumer electronics and private label business is determined based on cash

flow projected from the five-year business plan and past operating results. The key assumptions used take into account the established

network and management’s assessment of the market potential. The annual growth rates and discount rate used in the cash flow

projections ranged from 0% to 3% and 8% (2009: 0% to 3% and 8%).

The recoverable amount of the CGU in respect of furniture and furnishing business is determined based on value-in-use calculations.

These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Key

assumptions used in the value-in-use calculations include budgeted revenue and gross margin which are determined based on past

performance and management’s expectation of market development. The annual growth rates and discount rate used in the cash flow

projections ranged from 0% to 5% and 8% (2009: 0% to 5% and 8%).



9. Other investments

Group2010 2009$’000 $’000

Non-current investmentsAvailable-for-sale investment

- quoted equity securities, at fair value 2,957 1,576

The quoted equity securities with a carrying amount of $2,957,000 (2009: $1,576,000) are denominated in Indonesian rupiah, and are

held by a subsidiary with Singapore dollar as its functional currency.

10. Other receivable

This relates to a term deposit of a subsidiary amounting to $1,354,000 (2009: $1,108,000). It is held by a trustee and placed with a local

financial institution to cover the warranty claims relating to products sold by the subsidiary prior to it being acquired by the Company in

the financial year of 2007 and is expected to be released in March 2011. At the balance sheet date, this amount is included in “Other

receivables” under current assets as reflected in note 13. The effective interest rate for the term deposit is 5% (2009: 3.25%) per

annum. The interest rate is re-priced annually.

11. Deferred tax

Movements in deferred tax assets and liabilities of the Group and Company (prior to offsetting of balances) during the year are as

follows:

At1 April2008

Exchangetranslationdifferences

Recognised in incomestatement(note 22)

At31 March

2009

Exchangetranslationdifferences

Recognised in incomestatement(note 22)

Liquidationof

subsidiaries

At31 March

2010Group $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

Deferred tax assets / (Liabilities)

Inventories 878 1 695 1,574 133 (309) - 1,398

Tax value of loss

carry-forward

recognised 4,099 21 (2,095) 2,025 204 (1,287) (101) 841

Other items 2,355 359 (1,308) 1,406 1,017 (390) - 2,033

Property, plant and

equipment (378) (6) (184) (568) 232 (46) 33 (349)

6,954 375 (2,892) 4,437 1,586 (2,032) (68) 3,923

Company

Deferred tax assets

Inventories 20 - (20) - - - - -

Tax value of loss

carry-forward

recognised 3,381 - (3,381) - - - - -

Other items 69 - (69) - - - - -

3,470 - (3,470) - - - - -

Deferred tax liabilitiesProperty, plant and

equipment (45) - 45 - - - - -



11. Deferred tax (cont’d)

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax

liabilities and when the deferred taxes relate to the same taxation authority. The following amounts, determined after appropriate

offsetting, are as follows:

Group Company 2010 2009 2010 2009$’000 $’000 $’000 $’000

Deferred tax assets 4,097 4,894 - -

Deferred tax liabilities (174) (457) - -

At the balance sheet date, the tax value of losses amounting to $217,741,000 (2009: $211,299,000) and $87,585,000 (2009:

$120,306,000) in the Company and certain subsidiaries, respectively, have not been recognised because it is not probable that future

taxable profits will be available against which the subsidiaries concerned can utilise the benefit therefrom. The tax losses are subject

to agreement by the tax authorities and compliance with tax regulations in the respective countries in which certain subsidiaries

operate.

12. Inventories

Group Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Inventories 85,511 96,345 28 445

Allowance for inventories obsolescence (11,100) (12,844) (9) (423)

74,411 83,501 19 22

13 Trade and other receivables

Group Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Trade receivables 147,381 170,948 68,761 60,738

Allowance for doubtful receivables for third parties (67,475) (66,865) (50,567) (53,141)

Net trade receivables 79,906 104,083 18,194 7,597

Other receivables 18,310 17,021 4,178 4,624

Allowance for doubtful receivables (4,458) (4,178) (4,178) (4,178)

Net other receivables 13,852 12,843 - 446

Trade amounts due from subsidiaries - - 145,319 173,887

Allowance for doubtful receivables - - (105,282) (91,232)

Net trade receivables from subsidiaries - - 40,037 82,655

Balance carried forward 93,758 116,926 58,231 90,698



13 Trade and other receivables (cont’d)

Group Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Balance brought forward 93,758 116,926 58,231 90,698

Non-trade amounts due from subsidiaries - - 79,041 65,883

Allowance for doubtful receivables - - (2,115) -

Advances to staff 72 140 3 31

Deposits 6,088 4,267 830 1,035

Advance payments to suppliers 16,242 4,524 - 2

Prepaid operating expenses 4,243 6,655 29 361

120,403 132,512 136,019 158,010

The non-trade amounts due from subsidiaries are unsecured, interest-free and repayable on demand.

The Group’s primary exposure to credit risk arises through its trade receivables. Concentration of credit risk relating to trade receivables

is limited due to the Group’s many varied customers. These customers are internationally dispersed, engage in a wide spectrum of

distribution activities, and sell in a variety of end markets.

The Group has been affected by the global liquidity crunch, adverse economic conditions and the resultant difficult trading environment.

This gave rise to business disruptions in many of the countries the Group operates in and has resulted in the recorded allowances.

The maximum exposure to credit risk for trade receivables at the reporting date (by type of customer) is:

Group Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Retail and distribution 74,786 99,400 53,778 88,732

Trading 4,469 3,834 4,439 1,520

Other businesses 651 849 14 -

79,906 104,083 58,231 90,252




The ageing of trade receivables due from external parties at the reporting date is:

Gross

Allowance for doubtful receivables Gross

Allowance for doubtful receivables

2010 2010 2009 2009$’000 $’000 $’000 $’000

GroupNot past due 32,461 - 52,296 -

Past due 0 – 1 month 11,739 - 19,456 -

Past due 1 – 2 months 11,322 - 11,993 -

Past due 2 – 3 months 10,146 - 9,819 -

Past due 3 – 4 months 6,288 - 12,004 1,485

More than 4 months 75,425 67,475 65,380 65,380

147,381 67,475 170,948 66,865

CompanyNot past due 9,287 - 2,811 -

Past due 0 – 1 month 598 - 136 -

Past due 1 – 2 months 2,989 - 1,832 -

Past due 2 – 3 months 1,734 - 1,749 -

Past due 3 – 4 months 2,982 - 1,130 61

More than 4 months 51,171 50,567 53,080 53,080

68,761 50,567 60,738 53,141

The change in allowance for doubtful receivables in respect of trade receivables due from external parties during the year is as

follows:

Group Company2010 2009 2010 2009

Note $’000 $’000 $’000 $’000

At 1 April 66,865 3,303 53,141 489

Allowance made 20 4,084 93,614 - 52,652

Allowance utilised (4,738) (29,966) (2,574) -

Foreign currency translation difference 1,264 (86) - -

At 31 March 67,475 66,865 50,567 53,141

Allowance utilised includes receivables of subsidiaries which were liquidated during the financial year, amounting to $1,243,000 (2009:

$Nil).

Receivables denominated in currencies other than the respective Group’s entities and the Company’s functional currencies include

$33,922,000 (2009: $29,181,000) and $17,955,000 (2009: $62,702,000) of trade receivables denominated in US dollars respectively.




The change in allowance for doubtful receivables in respect of trade and other receivables due from related parties during the year is

as follows:

Company

2010 2009

$’000 $’000

At 1 April 91,232 -

Allowance made 16,421 91,232

Allowance utilised (256) -

At 31 March 107,397 91,232

An allowance has been made for estimated irrecoverable receivables from subsidiaries amounting to $16,421,000 (2009: $91,232,000)

after taking into consideration the financial and liquidity position of these subsidiaries which are experiencing difficulties in the collection

of their trade receivables. Please refer to note 2 for further details on the basis of accounting.

14. Cash and cash equivalents


$’000 $’000 $’000 $’000

Cash at bank and in hand 10,870 24,263 358 337

Fixed deposits with financial institutions 269 1,984 - -

11,139 26,247 358 337

Bank overdrafts 17 (26,805) (30,226)

Cash and cash equivalents in the cash flow

statement (15,666) (3,979)

The weighted average effective interest rates per annum relating to fixed deposits at the balance sheet date for the Group is 1.20%

(2009: 7.15%). The interest rates reprice at intervals of six months or one year.

Cash and cash equivalents denominated in currencies other than the respective Group’s entities and the Company’s functional

currencies include $2,461,000 (2009: $2,405,000) and $176,000 (2009: $240,000) of cash and cash equivalents denominated in US

dollars respectively.

15. Share capital

2010 2009Number Number

of shares of shares’000 ’000

Fully paid ordinary shares, with no par value:At 1 April and 31 March 816,541 816,541

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at

meetings of the Company. All shares rank equally with regard to the Company’s residual assets.

The Board’s policy is to maintain an appropriate capital base so as to support the Group’s businesses and maximise shareholders’

value through the optimisation of the debt and equity balance. It is the policy of the Board of Directors to monitor the return on capital

(comprising share capital and reserves) and the level of dividends to ordinary shareholders. The Company’s ability to manage its capital

has however been constrained by the current difficult operating conditions and the on-going restructuring plans.



16. Reserves

Group Company 2010 2009 2010 2009$’000 $’000 $’000 $’000

Capital Reserves (distributable):

- Realised gain on disposal of assets 54 54 54 54

Fair value and revaluation reserves 19,069 18,526 - -

Foreign currency translation reserve (28,370) (17,250) - -

Accumulated losses (205,823) (210,648) (245,616) (215,455)

(215,070) (209,318) (245,562) (215,401)

The fair value and revaluation reserves include the cumulative net change in the fair value of available-for-sale investment held until the

investment is derecognised and the net surpluses arising from the revaluations of properties included in property, plant and equipment,

including those transferred to investment properties.

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial

statements of foreign operations whose functional currencies are different from the functional currency of the Company.

17. Financial liabilities


$’000 $’000 $’000 $’000

Non-current liabilitiesSecured bank loans (a) 2,696 2,332 - -

Finance lease liabilities 407 5,912 301 572

3,103 8,244 301 572

Current liabilitiesSecured bank overdraft (a) 8,070 1,069 - -

Unsecured bank overdrafts 18,735 29,157 16,542 17,758

Secured bank loans (a) 18,521 27,927 - -

Unsecured bank loans 93,016 111,053 86,911 93,111

Unsecured fixed rate notes (b) 36,250 36,250 36,250 36,250

Bills payable and trust receipts 125,108 155,573 124,625 137,887

Finance lease liabilities 372 740 286 335

300,072 361,769 264,614 285,341

Total borrowings 303,175 370,013 264,915 285,913

Financial liabilities denominated in currencies other than the respective Group’s entities and the Company’s functional currencies

include $154,162,000 (2009: $266,333,000) and $130,089,000 (2009: $222,657,000) of financial liabilities denominated in US dollars

respectively.

(a) Financial liabilities are secured by the following:

(i) legal mortgages on subsidiaries’ land and buildings and investment properties as at 31 March 2010 with a carrying

amount of $11,728,000 (2009: $11,159,000) and $4,600,000 (2009: $17,267,000) respectively;

(ii) a subsidiary’s plant and machinery as at 31 March 2010 with a carrying amount of MMK75,000,000 (approximately

$83,000) (2009: MMK72,000,000 (approximately $87,000)); and

(iii) subsidiaries’ trade receivables and inventories as at 31 March 2010 with a total carrying amount of IDR232,613,000,000

(approximately $35,683,000) (2009: IDR276,024,000,000 (approximately $36,518,000)).



17. Financial liabilities (cont’d)

(b) The unsecured fixed rate notes were issued under the Multi-Currency Medium Term Note Programmes totalling $300,000,000

(2009: $300,000,000).

Finance lease liabilities

At 31 March 2010, the Group and the Company had obligations under finance leases that are payable as follows:

2010 2009 Principal Interest Payments Principal Interest Payments

$’000 $’000 $’000 $’000 $’000 $’000

GroupPayable within 1 year 372 37 409 740 493 1,233

Payable after 1 year

but within 5 years 398 21 419 1,707 1,426 3,133

Payable after 5 years 9 1 10 4,205 827 5,032

407 22 429 5,912 2,253 8,165

779 59 838 6,652 2,746 9,398

CompanyPayable within 1 year 286 26 312 335 43 378

Payable after 1 year but within 5

years 292 14 306 562 35 597

Payable after 5 years 9 1 10 10 1 11

301 15 316 572 36 608

587 41 628 907 79 986

Effective interest rates and repricing/maturity analysis:

Fixed interest rate maturing

Effective interest rate

Floating interest

Within 1 year

After 1 year

but within 5 years

After 5 years

Total

% $’000 $’000 $’000 $’000 $’000

Group 2010Secured bank overdrafts 5.65 8,070 - - - 8,070

Unsecured bank overdrafts 10.46 18,735 - - - 18,735

Secured bank loans 5.29 20,884 333 - - 21,217

Unsecured bank loans 5.77 90,747 2,269 - - 93,016

Unsecured fixed rate notes 4.30 - 36,250 - - 36,250

Bills payable and trust receipts 4.80 125,108 - - - 125,108

Finance lease liabilities 5.14 - 372 398 9 779

263,544 39,224 398 9 303,175




Fixed interest rate maturing

Effective interest rate

Floating interest

Within 1 year

After 1 year

but within 5 years

After 5 years

Total

% $’000 $’000 $’000 $’000 $’000

Group 2009Secured bank overdrafts 7.27 1,069 - - - 1,069

Unsecured bank overdrafts 7.12 29,157 - - - 29,157

Secured bank loans 5.96 30,259 - - - 30,259

Unsecured bank loans 6.01 111,053 - - - 111,053



Finance lease liabilities 5.74 - 740 1,707 4,205 6,652

327,111 36,990 1,707 4,205 370,013

Company2010Unsecured bank overdrafts 10.97 16,542 - - - 16,542





228,078 36,536 292 9 264,915

2009Unsecured bank overdrafts 8.37 17,758 - - - 17,758





248,756 36,585 562 10 285,913

The Company has previously defaulted on the repayment of the unsecured fixed rate notes. The Company has also obtained a

standstill of repayment of financial liabilities to its principal bank creditors and all other unsecured creditors, except for those payables

deemed essential for the continuation of the Company’s day-to-day business or operations.

Most of the financial liabilities are already due and payable. Please refer to note 2 for further details.




The expected contractual undiscounted cash (inflows)/outflows of financial liabilities, including interest payments and excluding the

impact of netting agreements, are as follows:

Cash flows

Within 1 year

After 1 year

but within 5 years

More than 5 years Total

Group $’000 $’000 $’000 $’000

2010Non-derivative financial liabilitiesFinancial liabilities 316,666 1,086 2,197 319,949

Trade and other payables 119,795 739 - 120,534

Recognised financial liabilities 436,461 1,825 2,197 440,483

Financial guarantees 87,615 - - 87,615

524,076 1,825 2,197 528,098

2009Non-derivative financial liabilitiesFinancial liabilities 380,160 3,731 6,949 390,840

Trade and other payables 105,278 1,682 - 106,960

485,438 5,413 6,949 497,800

Company2010Non-derivative financial liabilitiesFinancial liabilities 279,394 316 - 279,710

Trade and other payables 79,153 - - 79,153

Recognised financial liabilities 358,547 316 - 358,863

Financial guarantees 73,630 - - 73,630

432,177 316 - 432,493

2009Non-derivative financial liabilitiesFinancial liabilities 300,168 597 11 300,776

Trade and other payables 54,647 - - 54,647

354,815 597 11 355,423

18. Provisions

2010 2009 Warranties Restructuring Total Warranties Restructuring Total

$’000 $’000 $’000 $’000 $’000 $’000

GroupAt 1 April 504 3,003 3,507 1,292 703 1,995

Provision made 610 - 610 691 6,196 6,887

Provision utilised (123) (861) (984) (1,479) (3,896) (5,375)

At 31 March 991 2,142 3,133 504 3,003 3,507

CompanyAt 1 April - 3,003 3,003 - - -

Provision made - - - - 6,196 6,196

Provision utilised - (861) (861) - (3,193) (3,193)

At 31 March - 2,142 2,142 - 3,003 3,003



18. Provisions (cont’d)

Warranties

The provision for warranties is based on estimates made from historical warranty data associated with similar products and services.

Restructuring

Provision for restructuring, which include the estimated cost of closure of business locations in certain markets, was made by the Group

and the Company in relation to the implementation of the restructuring plan (see also note 2).

19. Trade and other payables

Group Company2010 2009 2010 2009$’000 $’000 $’000 $’000

Trade payables 42,244 39,697 182 1,773

Accrued operating expenses 32,831 20,831 22,033 7,225

Deposits from customers 4,384 4,415 - -

Advance payment by customers 810 705 301 283

Amount due to a director 5,991 5,991 5,991 5,991

Other payables 33,535 33,639 24,987 24,542

Amount due to subsidiaries

- trade - - 17,176 7,664

- non-trade - - 8,483 7,169

119,795 105,278 79,153 54,647

Payables denominated in currencies other than the respective Group’s entities and Company’s functional currencies include $15,283,000

(2009: $12,954,000) and $170,000 (2009: $6,129,000) of trade payables denominated in US dollars respectively.

Amount due to a director represents unsecured loan and is repayable on demand. Interest rate charged is pegged to the interest rate

of a local financial institution. As at the balance sheet date, the effective interest rate per annum is Nil (2009: 3.6%).

The basis on which liabilities are currently recorded in the accounting records of the Company and its subsidiaries is described in note

2 of these financial statements.



20. Loss for the year

The following (gains)/losses have been included in arriving at the loss for the year:

GroupNote 2010 2009

$’000 $’000

Loss on disposal of property, plant and equipment 3,282 118

Loss / (gain) on disposal of investment properties 636 (128)

Loss on disposal of subsidiary 2,964 -

Gain on disposal of quoted available-for-sale investments - (1)

Non-audit fees paid to:

- auditors of the Company 12 19

- other auditors 13 3

Exchange (gain) / loss, net (41,985) 35,250

Rental income:

- from investment properties (1,199) (1,233)

- others (313) (193)

Operating expenses on investment properties 8 17

Amortisation of intangible assets 8 58 116

Bad debts written off 4,021 9,371

Allowance for:

- doubtful receivables

- trade 13 4,084 93,614

- non-trade 13 280 4,178

- inventories obsolescence 4,228 14,760

Impairment loss on:

- property, plant and equipment 5 - 7,150

- goodwill on consolidation 8 - 2,806

- trade marks and rights 8 - 4,060

- available-for-sale investment 4,556 -

- unquoted equity investments - 5,805

Operating lease expenses 20,389 21,489

Contributions to defined contribution plans included in staff costs 2,044 3,047

Jobs grant received (921) (131)

Changes in fair value of property, plant and equipment 5 - 1,357

Changes in fair value of investment properties 6 (47) 2,457



21 Finance income and expense

Group2010 2009$’000 $’000

Interest income from:

- bank deposits 397 474

- others 1,263 1,518

Finance income 1,660 1,992

Interest expense on:

- bank term loans (9,825) (8,741)

- bills payable and trust receipts (5,358) (6,778)

- fixed rate notes (1,557) (1,753)

- finance lease liabilities (238) (423)

- amount due to a director - (214)

- others (1,058) (3,503)

Finance expense (18,036) (21,412)

Net finance costs (16,376) (19,420)

22. Income tax expense

GroupNote 2010 2009

$’000 $’000

Current tax expenseCurrent year 1,849 2,151

Under provision in prior years 336 -

2,185 2,151

Deferred tax expenseOrigination and reversal of temporary differences 5,168 3,484

Reduction in tax rate - 190

Over provision in prior year (3,136) (782)

11 2,032 2,892

Income tax expense 4,217 5,043

Reconciliation of effective tax rate

Loss before income tax (1,073) (242,833)

Income tax using domestic tax rate at 17% (182) (41,282)

Effect of changes in tax rate - 190

Effect of concessionary tax rate of 10% 1,863 11,800

Effect of tax rates in foreign jurisdictions 3,382 (10,658)

Non-deductible expenses 8,942 4,668

Tax exempt revenue (314) (609)

Utilisation of previously unrecognised tax benefits (12,986) -

Tax benefits not recognised 6,312 41,716

Over provision in prior years (net) (2,800) (782)

4,217 5,043



22. Income tax expense (cont’d)

The Global Traders Programme (“GTP”) which was awarded to the Company by the International Enterprise Singapore Board (“IES”)

on 8 May 2003, had been subsequently renewed for a further period of five years commencing from 1 October 2007. IES also awarded

the GTP status to a wholly-owned subsidiary of the Company for a period of five years commencing from 1 September 2007. With this

GTP incentive, both the Company and the subsidiary concerned enjoy a concessionary tax rate of 10% on their qualifying income.

23. Earnings per share (basic and diluted)

Group 2010 2009$’000 $’000

Basic earnings per share is based on:

Loss attributable to equity holders of the Company (4,120) (249,059)

2010 2009No. of shares No. of shares

’000 ’000

Issued ordinary shares at beginning of the year and weighted average number

of ordinary shares at end of the year 816,541 816,541

24. Segment reporting

The Group has four reportable segments, as described below, which are the Group’s strategic business units. The strategic business

units offer different products or services, and are managed separately. For each of the strategic business units, the Chairman and

CEO reviews internal management reports on monthly basis. The following summary describes the operations in each of the Group’s

reportable segments:

■ Retail and distribution: The retailing and distribution of consumer electronics, furniture and furnishing products to the public,

distributors and dealers.

■ Trading: The sourcing and onward selling of consumer electronics products to trading customers.

■ Warehousing and logistics services: Provision of warehousing and logistics services.

■ Other business: The trading and processing of seafood products.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit

before income tax, as included in the internal management reports that are reviewed by the Chairman and CEO. Segment profit is

used to measure performance as management believes that such information is the most relevant in evaluating the results of certain

segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm’s length basis.



24. Segment reporting (cont’d)

Business segments

WarehousingRetail andand logistics Other Consolidated

distribution Trading services business total$’000 $’000 $’000 $’000 $’000

2010Revenue and expenses

Total revenue from external customers 497,621 35,916 5,162 1,161 539,860

Inter-segment revenue - - 8,023 1,721 9,744

Total revenue 497,621 35,916 13,185 2,882 549,604

Finance revenue 1,443 214 3 - 1,660

Finance expense (15,088) (2,769) (4) (175) (18,036)

Depreciation (6,510) (315) (109) (21) (6,955)

Amortisation of intangible assets (58) - - - (58)

Reportable segment profit / (loss) before

income tax 18,872 (11,051) 461 (7,684) 598

Other material non-cash item

Impairment losses on:

- other investments - - - (4,556) (4,556)

Assets and liabilities

Reportable segment assets 238,077 20,597 1,112 8,493 268,279

Capital expenditure 4,523 40 30 41 4,634

Segment liabilities 357,221 66,470 2,032 1,119 426,842




WarehousingRetail andand logistics Other Consolidated

distribution Trading services business total$’000 $’000 $’000 $’000 $’000

2009Revenue and expenses

Total revenue from external customers 633,214 101,234 7,856 3,334 745,638

Inter-segment revenue - - 5,633 - 5,633

Total revenue 633,214 101,234 13,489 3,334 751,271

Finance revenue 1,813 177 2 - 1,992

Finance expense (17,787) (3,418) (6) (201) (21,412)

Depreciation (7,617) (325) (169) (23) (8,134)

Amortisation of intangible assets (116) - - - (116)

Reportable segment profit / (loss) before

income tax (213,715) (29,048) 1,089 (258) (241,932)

Other material non-cash items


- property, plant and equipment (7,150) - - - (7,150)

- goodwill on consolidation (2,806) - - - (2,806)

- trade marks and rights (4,060) - - - (4,060)

- other investments (5,805) - - - (5,805)

Assets and liabilities

Reportable segment assets 292,370 31,559 1,338 5,943 331,210

Capital expenditure 7,650 75 15 26 7,766

Segment liabilities 403,659 73,597 2,412 812 480,480




Reconciliations of reportable segment revenues, profit and loss, assets and liabilities and other material items:

2010 2009$’000 $’000

Revenue Total revenue for reportable segments 549,604 751,271

Elimination of inter-segment revenue (9,744) (5,633)

Consolidated revenue 539,860 745,638

Profit or lossTotal profit/(loss) before tax for reportable segments 598 (241,932)

Elimination of inter-segment profits (1,671) (901)

Consolidated loss before income tax (1,073) (242,833)

AssetsTotal assets for reportable segments 268,279 331,210

Other assets 90,556 86,740

Consolidated total assets 358,835 417,950

LiabilitiesTotal liabilities for reportable segments 426,842 480,480

Other liabilities 2,810 1,909

Consolidated total liabilities 429,652 482,389

Reportable segment total

$’000Adjustment

$’000

Consolidated total$’000

2010Other material itemsFinance income 1,660 - 1,660

Finance expense (18,036) - (18,036)

Capital expenditure 4,720 - 4,720

Depreciation and amortisation (7,013) - (7,013)

Impairment loss on other investment (4,556) - (4,556)

2009Other material itemsFinance income 1,992 - 1,992

Finance expense (21,412) - (21,412)

Capital expenditure 7,766 - 7,766

Depreciation and amortisation (8,250) - (8,250)


- property, plant and equipment (7,150) - (7,150)

- goodwill on consolidation (2,806) - (2,806)

- trade marks and rights (4,060) - (4,060)

- other investments (5,805) - (5,805)




Geographical segments

In presenting information on the basis of geographical segments, segment revenue is based on a geographical location of customers.

Segment non-current assets are based on the geographical location of the assets.

Geographical segments are analysed by 4 principal geographical areas as follows:

Geographical information

RevenueNon-current

assets$’000 $’000

2010ASEAN 277,530 128,550

East Asia and other countries 97,945 14,409

Africa and Middle East 58,332 9,923

CIS, Russia and Eastern Europe 106,053 -

539,860 152,882

2009ASEAN 383,026 140,193

East Asia and other countries 97,784 15,373

Africa and Middle East 83,067 10,902

CIS, Russia and Eastern Europe 181,761 9,222

745,638 175,690

25. Liquidation of subsidiaries

During the financial year, the Group and the Company liquidated the following subsidiaries, (i) Dai-Ichi Pte Ltd, (ii) Pick & Pay (Thailand)

Ltd and (iii) Akitron Electronics (Pty) Ltd.

The effects of liquidation of subsidiaries are set out below:

Carrying amounts

Note $’000

Net assets liquidatedCash and cash equivalents 275

Trade and other receivables 4,170

Property, plant and equipment 5 5,145

Investment properties 3,650

Inventories 1,720

Trade and other payables (4,392)

Financial liabilities (4,047)

Current tax payables (91)

Deferred tax assets 96

Deferred tax liabilities (28)

Net identifiable assets liquidated 6,498

Loss on disposal of subsidiaries (2,964)

Cash proceeds from disposal 3,534

Less: Cash and cash equivalents in subsidiaries liquidated 967

Net cash inflow on disposal 4,501



26. Acquisition of subsidiaries

There were no acquisitions of subsidiaries in the current financial year. In the previous financial year, the Company completed the

injection of its entire stake in its 100% owned subsidiary, TEAC Australia Pty Ltd into TTA Holdings Limited, which had been re-listed

on the Australia Securities Exchange on 30 May 2008. The Company has held 85.5% effective shareholding in TTA Holdings Limited

since its re-listing.

The effects of acquisition of subsidiaries are set out below:

Acquisitions in financial year 2009

NoteCarrying amounts

Fair value adjustments

Recognised values

$’000 $’000 $’000

Net assets acquiredTrade and other receivables 826 (826) -

Trade and other payables (241) 37 (204)

Provision for taxation (530) - (530)

Net identifiable liabilities 55 (789) (734)

Minority interests (910)

Goodwill on acquisition 8 3,443

Consideration paid in cash 1,799

Pre-acquisition carrying amounts were determined based on applicable FRSs immediately before the acquisition. The values of

assets, liabilities, and contingent liabilities recognised on acquisition are their estimated fair values.

27. Financial risk management

Overview

As disclosed in notes 2 and 17 to the financial statements, the Group’s and the Company’s financial position, and consequently the

financial risk management and liquidity position, is dependent on the successful implementation of the scheme of arrangement with its

creditors.

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable

balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s

risk management process to ensure that an appropriate balance between risk and control is achieved. The Board of Directors reviews

and agrees the risk management policies and systems regularly to reflect changes in market conditions and the Group’s activities. The

Audit Committee provides independent oversight to the effectiveness of the risk management process.

Credit risk

The Group has a credit policy in place which establishes credit limits for customers and monitors their balances on an ongoing basis.

Credit evaluations are performed on all customers requiring credit over a certain amount. Cash and fixed deposits are placed with

banks and financial institutions which are regulated.

At the balance sheet date, there is no significant concentration of credit risk. The maximum exposure to credit risk is represented by

the carrying amount of each financial asset in the balance sheet.



27. Financial risk management (cont’d)

Liquidity risk

The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to meet the Group’s

operating commitments.

Market risk

Market risk exists due to changes in market prices that will affect the Group’s income or the value of its holding in investments. The

objective of the Group’s market risk management is to manage and control market risk exposures within acceptable parameters while

optimising the return on risk.

At the reporting date, the Group is not subject to significant equity-price risk.

Interest rate risk

The Group’s exposure to changes in interest rates relates primarily to the Group’s interest-bearing liabilities and interest-earning

assets. These comprise mainly interest bearing borrowings and deposits in financial institutions.

The Group adopts a policy of constantly monitoring movements in interest rates.

Sensitivity analysis

For the financial year ended 31 March 2010, a general increase of interest rates by 50 basis points, with all other variables held

constant, would increase the Group’s loss before tax (2009: increase net loss before tax) by $1,329,000 (2009: $1,656,000). Similarly,

a general decrease of interest rates by 50 basis points will have the equal but opposite effect.

For the financial year ended 31 March 2010, a general increase of interest rates by 50 basis points, with all other variable held constant,

would increase the Company’s loss before tax by $1,140,000 (2009: $1,274,000). Similarly, a general decrease of interest rates by 50

basis points will have the equal but opposite effect.

Foreign currency risk

The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in foreign currencies, primarily

in United States dollars.

The Group’s policy is to hedge its foreign currency exposure naturally by transacting its sales and purchases in the same currency to

the extent possible. The Group hedges part of its foreign currency exposure arising from those foreign currency transactions that are

not naturally hedged, when it deems fit, using forward foreign exchange contracts.

At 31 March 2010, the Group has outstanding forward exchange contracts with notional principal amounts of approximately $3,301,000

(2009: $24,972,000). The Company has no outstanding forward exchange contracts at 31 March 2010 and at 31 March 2009.

Sensitivity analysis

For the financial year ended 31 March 2010, a 3% strengthening of Singapore dollar against the foreign currencies that the Group is

exposed to at the reporting date would decrease the Group’s net loss before tax (2009: decrease net loss before tax) by $3,065,000

(2009: $6,165,000). Similarly, a 3% weakening of the Singapore dollar, assuming all other variables remain constant, will have the

equal but opposite effect.

For the financial year ended 31 March 2010, a 3% strengthening of Singapore dollar against the foreign currencies that the Company

is exposed to at the reporting date would decrease the Company’s net loss before tax by $2,549,000 (2009: $4,635,000). Similarly, a

3% weakening of the Singapore dollar, assuming all other variables remain constant, will have the equal but opposite effect.



27. Financial risk management (cont’d)

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as

follows:

• Level1: quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities

• Level2: inputsotherthanquotedpricesincludedwithinLevel1thatareobservablefortheassetorliability,eitherdirectly(i.e.,

as prices) or indirectly (i.e., derived from prices)

• Level3: inputsfortheassetorliabilitythatarenotbasedonobservablemarketdata(unobservableinputs).

Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000

Group

31 March 2010

Quoted equity securities 2,957 - - 2,957

Derivative financial liabilities - 427 - 427

The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments of the

Group and Company:

Estimation of fair values

Derivatives

Marked to market valuations of the forward exchange contracts are provided by the banks.

Investments in quoted equity securities

The fair value of available-for-sale quoted equity securities is determined by reference to their quoted bid prices at the reporting date.

Interest-bearing loans and borrowings

The carrying value of interest-bearing loans and borrowings approximate their fair values, because they are either short term in nature

or reprice frequently.

Other financial assets and liabilities

The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash

and cash equivalents and trade and other payables) approximate their fair values, because of the short period to maturity. All other

financial assets and liabilities are discounted to determine their fair values.



28. Commitments

(a) Lease commitments

The Group leases a number of warehouse and office facilities under operating leases. The leases run for an initial period of 2

to 10 years, with an option to renew after that date. Lease payments are usually increased annually to reflect market rentals.

As at 31 March 2010, the Group has commitments for future minimum lease payments under non-cancellable operating leases

as follows:

Group2010 2009$’000 $’000

Payable:

- Within 1 year 9,856 16,883

- After 1 year but within 5 years 7,425 45,557

- After 5 years 2,833 364

20,114 62,804

In the previous financial year, the commitments for future minimum lease payments of the Group include rent payable under

a sale and leaseback transaction (note 29) for a period of 10 years, which include annual land rent of $874,000. The sale and

leaseback agreement was terminated on 31 March 2010.

The Group sub-leases out its leased warehouse and office facilities. Non-cancellable operating lease rentals are receivable as

follows:

Group2010 2009$’000 $’000

Receivable

- Within 1 year 1,346 6,885

- After 1 year but within 5 years 686 1,926

2,032 8,811

(b) Capital commitments

Group and Company2010 2009$’000 $’000

Commitments for development of property contracted but not provided

for in the financial statements 206,000 210,000

29. Contingent liabilities

As at 31 March 2010,

(i) The Company had provided unsecured guarantees amounting to $69,918,000 (2009: $69,730,000) to banks in respect of credit

facilities granted to its subsidiaries. The facilities utilised by the subsidiaries as at 31 March 2010 amounted to $17,009,000

(2009: $36,434,000).

(ii) One of the subsidiaries in the Group had provided unsecured guarantees amounting to $13,985,000 (2009: $13,666,500) to a

bank in respect of credit facilities granted to its subsidiary. The facilities were fully utilised as at 31 March 2010 and 2009.




29. Contingent liabilities (cont’d)

(iii) The Company had provided an insurance bond issued by First Capital Insurance Pte Ltd (“FCI”) to Ascendas REIT (“AREIT”) as

a security deposit equivalent to one year rental in relation to the sale and leaseback arrangement (“SLA”) entered into between

the Company and AREIT. Following the Company’s partial termination of the SLA for the office space on 31 March 2010, the

landlord, AREIT, has called upon the insurance bond provided by FCI for the payment of $6.8 million, being the equivalent of

one year rental and other charges and other penalties claimed. Discussions between the Company, FCI and AREIT are still

ongoing. The amount has not been accrued in the financial statements as the event occurred after the balance sheet date.

30. Related parties

Key management personnel compensation

Key management personnel compensation comprised:

Group2010 2009$’000 $’000

Short-term employee benefits 1,704 2,248

Contributions to defined contribution plans 43 45

Remuneration paid to key management personnel includes salaries, fees, bonuses and other benefits-in-kind. Key management

personnel comprise the Board of Directors and other key/senior management staff.

Transactions with Group companies

In common with many Group companies, the Company and its subsidiaries often carry out transactions with each other and on behalf

of each other.

On an on-going basis, the Company continues to work with its subsidiaries to develop new brands and trade marks, enhancement of

the aesthetic design, sourcing, marketing and distribution for the Group’s products, as well as acquire and grow businesses whose

value could be realised via future sale or listing or similar corporate restructuring.

31. Dividends

A one-tier tax exempt ordinary final dividend of 0.20 cents per share amounting to $1,633,000 was declared in respect of the financial

year ended 31 March 2008. The net dividend payable after the 50% dividend entitlement renounced by two majority shareholders

was $1,200,000. As disclosed in note 17 to the financial statements, the Company has applied for a standstill of payments except for

payables deemed essential for the continuation of the Company’s day-to-day operations. As at 31 March 2010, the net dividend of

$1,200,000 (2009: $1,200,000) has not been paid to the entitled shareholders and has been recognised in other payables of the Group

and the Company.

The Directors do not propose any dividend in respect of the financial year ended 31 March 2010.

Supplementary Information



Shareholding StatisticsAs at 31 August 2010

No of Issued Shares - 816,541,501

Class of shares - Ordinary shares

Voting rights - On a show of hands : 1 vote for each member

On a poll : 1 vote for each ordinary share

Analysis Of Shareholdings

Range of ShareholdingsNo. of

Shareholders % No. of Shares %

1 - 999 263 7.00 62,704 0.01

1,000 - 10,000 817 21.75 4,845,616 0.59

10,001 - 1,000,000 2,625 69.87 203,832,484 24.96

1,000,001 and above 52 1.38 607,800,697 74.44

3,757 100.00 816,541,501 100.00

Shareholdings Held in Hands of Public

41% of the issued ordinary shares of the Company is held by the public and therefore Rule 723 of the Listing Manual is complied with.

Top 20 Shareholders

No. Name of Shareholders No. of Shares %

1 KBC Bank N.V. 131,000,000 16.04

2 Sng Sze Hiang 124,963,583 15.30

3 Tong Jia Pi Julia 100,454,245 12.30

4 United Overseas Bank Nominees Pte Ltd 90,011,330 11.02

5 Viking Offshore And Marine Limited 34,734,300 4.25

6 Winmark Investments Pte Ltd 12,416,000 1.52

7 Phillip Securities Pte Ltd 9,448,742 1.16

8 Koh Pau Moy 7,669,000 0.94

9 DBS Nominees Pte Ltd 6,285,787 0.77

10 Daw May Yee @ Htout Kyain 5,850,000 0.72

11 June Yap Choon Hong 4,839,000 0.59

12 Zeng Xiaohui 4,569,100 0.56

13 OCBC Securities Private Ltd 4,116,150 0.50

14 Sng Chiap Guan @ Seng Ah Tee 3,954,600 0.48

15 OCBC Nominees Singapore Pte Ltd 3,368,000 0.41

16 DBS Vickers Securities (S) Pte Ltd 3,353,300 0.41

17 Low Hwa Beng 2,942,000 0.36

18 HSBC (Singapore) Nominees Pte Ltd 2,815,200 0.34

19 Kim Lee Tee Investments Pte Ltd 2,808,000 0.34

20 Truong Kinh Minh 2,632,000 0.32

558,230,337 68.33


SUBSTANTIAL SHAREHOLDERS OF THE COMPANY

Shareholdings beneficiallyheld by the substantial

shareholder

Other shareholdingsin which the substantialshareholder is deemed

to have an interestSubstantial Shareholder No. of Shares Percentage No. of Percentage

(%) Shares (%)

1. Sng Sze Hiang 255,963,583 31.35 100,454,245 12.30

2. Tong Jia Pi Julia 100,454,245 12.30 255,963,583 31.35

3. Viking Offshore And Marine Limited 116,734,300 14.30 - -

4. Lim Andy - - *116,734,300 14.30

* Mr Lim Andy is deemed interested in the shares (beneficially held by Viking Offshore And Marine Limited) by virtue of Section 7 of the

Companies Act, Cap. 50.

Shareholding StatisticsAs at 31 August 2010


Major property held for development:

Location Description Intended use

Stage of completion

Expected date of

completion

Site area Approximate gross floor areas (sqm)

Group’s effective interest

(%)

Jurong East

Street 11

8-Storey retail

& warehouse

complex

Retail &

warehouse

Piling

completed

Note 1 5.6 hectares 110,000 sqm 100

Note 1

Since the previous financial year, the construction activities of the property has been temporarily suspended pending finalisation of the terms

of the scheme of arrangement as part of its restructuring plan as described in note 2 to the financial statement.



NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at 47 Sungei Kadut Avenue Singapore 729670

on 30 September 2010 at 3 p.m. to transact the following business :-

Ordinary Business

1 To receive and consider the audited accounts for the year ended 31 March 2010 and the reports of the Directors and Auditors

thereon.

2 To approve Directors’ Fees of S$90,000/- for the year ended 31 March 2010.

3 To re-elect the following Directors retiring by rotation in accordance with Article 93 of the Company’s Articles of Association:-

(a) Mr Raymond Koh Bock Swi [See Explanatory Note (a)]

(b) Mr Yo Nagasue [See Explanatory Note (b)]

4 To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration.

Special Business

5 To consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:-

5(a) (1) That pursuant to Section 161 of the Companies Act (Cap. 50) and the rules of the listing manual (“Listing Manual”) of the

Singapore Exchange Securities Trading Limited (“SGX-ST”), authority be and is hereby given to the Directors of the Company

to:-

(i) issue shares in the capital of the Company (“Shares”) (whether by way of rights, bonus or otherwise); and/or

(ii) make or grant offers, agreements or options (collectively “Instruments”) that might or would require Shares to be

issued, including but not limited to the creation and issue of warrants, debentures or other instruments convertible or

exchangeable into Shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their

absolute discretion deem fit; and

(2) notwithstanding the authority conferred by this resolution may have ceased to be in force, issue Shares in pursuance of any

Instrument made or granted by the Directors while this resolution is in force, PROVIDED THAT:

(i) the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued in pursuance

of Instruments made or granted pursuant to this resolution but excluding Shares which may be issued pursuant to any

adjustments effected under any relevant Instrument) does not exceed 50 per cent (unless sub-paragraph (iii) below

applies) of the total number of issued shares (excluding treasury shares) 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 (including Shares to be issued in pursuance of Instruments made or granted

pursuant to this resolution but excluding Shares which may be issued pursuant to any adjustments effected under any

relevant Instrument) does not exceed 20 per cent of the total number of issued shares (excluding treasury shares) in the

capital of the Company (as calculated in accordance with sub-paragraph (ii) below);

(ii) subject to such manner of calculation as may be prescribed by the SGX-ST, for the purpose of determining the aggregate

number of Shares that may be issued under sub-paragraph (i) above:

(a) the total number of issued shares (excluding treasury shares) shall be based on the total number of issued

shares (excluding treasury shares) in the capital of the Company at the time of the passing of this resolution,

after adjusting for:

Notice of the Annual General Meeting


(aa) new Shares arising from the conversion or exercise of any convertible securities and share options that have

been issued pursuant to any previous shareholders’ approval and which are outstanding as at the date of the

passing of this resolution; and

(bb) any subsequent bonus issue, consolidation or subdivision of Shares; and

(b) in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued

had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument;

(iii) the 50 per cent limit in sub-paragraph (i) above may be increased to 100 per cent for issues of Shares pursuant to this

resolution by way of a renounceable rights issue where shareholders with registered addresses in Singapore are given

the opportunity to participate in the same on a pro-rata basis (“Renounceable Rights Issue”);

(iv) in exercising the authority conferred by this resolution, the Company shall comply with the requirements imposed by the

SGX-ST from time to time and the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such

compliance has been waived by the SGX-ST) and the Articles of Association of the Company for the time being; and

(v) unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue

in force until the conclusion of the next general meeting of the Company or the date by which the next annual general

meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (c)]

5(b) That subject to and pursuant to the share issue mandate in Resolution no. 5(a) being obtained, authority be and is hereby given to the

directors of the Company to issue Shares on a non pro-rata basis at a discount of not more than 20 per cent to the weighted average

price of the Shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST), PROVIDED

THAT:

(i) in exercising the authority conferred by this resolution, the Company shall comply with the requirements imposed by the SGX-

ST from time to time and the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance

has been waived by the SGX-ST) and the Articles of Association of the Company for the time being; and

(ii) unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue in force

until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting

of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (d)]

5(c) That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the TT International

Employees’ Share Option Scheme (the “Option Scheme”) (including options over shares at a subscription price per share set at a

discount to the market price of a share), and to allot and issue from time to time such number of shares in the capital of the Company

as may be required to be issued pursuant to the exercise of the options under the Option Scheme, provided that the total number of

shares issued and issuable in respect of all options granted thereunder and all awards granted under the TT International Performance

Share Plan shall not exceed 15 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company

from time to time. [See Explanatory Note (e)]

5(d) That approval be and is hereby given to the Directors to offer and grant awards in accordance with the provisions of the TT International

Performance Share Plan (the “Share Plan”), and issue from time to time such number of shares in the capital of the Company as may

be required to be issued pursuant to the granting of the awards under the Share Plan provided that the total number of shares issued

and issuable in respect of all awards granted thereunder and all options granted under the Option Scheme shall not exceed 15 per cent.

of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time. [See Explanatory Note

(f)]



6. To transact any other business which may properly be transacted at an Annual General Meeting.

BY ORDER OF THE BOARD

KOH SOCK TIN

COMPANY SECRETARY

Singapore,

Date : 15 September 2010

Proxies :-

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a

member of the Company.

An instrument appointing a proxy must be deposited at the Company’s registered office at 47 Sungei Kadut Avenue Singapore 729670 not less

than 48 hours before the time appointed for holding the Meeting.


Notes :-

(a) Mr Raymond Koh Bock Swi, if re-elected, will remain as Chairman of the Audit Committee and will be considered as an independent

director.

(b) Mr Yo Nagasue, if re-elected, will remain as a member of the Audit Committee and will be considered as an independent director.

(c) Resolution no. 5(a), if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General

Meeting, to issue shares and convertible securities in the Company up to a number not exceeding in total 50 per cent of the total

number of issued shares (excluding treasury shares) in the capital of the Company, with a sub-limit of 20 per cent for issues other than

on a pro rata basis to shareholders, as more particularly set out in the resolution.

The authority for 100 per cent Renounceable Rights Issue is proposed pursuant to the SGX-ST news release of 19 February 2009 (the

“Press Release”) which introduced further measures to accelerate and facilitate listed issuer’s fund raising efforts. The Press Release

states that this new measure regarding the 100 per cent. Renounceable Rights Issue will be in effect until 31 December 2010 when it

will be reviewed by the SGX-ST.

(d) Resolution no. 5(b), if passed, will empower the Directors to issue shares in the capital of the Company on a non pro-rata basis

pursuant to Resolution no. 5(a), at a discount of not more than 20 per cent. (the “Discount”) to the weighted average price of the shares

for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST). This authority to issue shares at the

Discount is also proposed pursuant to the Press Release which states that this new measure will be in effect until 31 December 2010

when it will be reviewed by the SGX-ST.

(e) Resolution no. 5(c), if passed, will empower the Directors to offer and grant options and to allot and issue shares in the capital of the

Company pursuant to the exercise of the options under the Option Scheme.

(f) Resolution no. 5(d), if passed, will empower the Directors to offer and grant awards in accordance with the Share Plan and to issue

shares in the capital of the Company pursuant to the granting of the awards under the Share Plan.

This page has been intentionally left blank.

TT INTERNATIONAL LIMITED(Incorporated in the Republic of Singapore)

(Company Registration No. 198403771D)

PROXY FORM

I/We __________________________________________________________, NRIC/Passport no. _______________________

of ____________________________________________________________________________________________________

being a member/members of TT International Limited hereby appoint

Name AddressNRIC/

Passport No.No. of Shares

and/or (delete as appropriate)

Name AddressNRIC/

Passport No.No. of Shares

as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll at the Annual General Meeting of

the Company to be held at 47 Sungei Kadut Avenue Singapore 729670 on 30 September 2010 at 3 p.m and at any adjournment thereof.

(Please indicate with an “X” in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set out in the

Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/

they will on any other matters arising at the Annual General Meeting.)

No. Resolutions For Against

1 To adopt the reports and accounts

2 To approve directors’ fees

3 To re-elect the following directors retiring under Article 93 :-

(a) Mr Raymond Koh Bock Swi

(b) Mr Yo Nagasue

4 To re-appoint KPMG LLP as auditors

5 Special Business

5(a) To authorise directors to issue shares pursuant to Section 161 of the Companies Act,

Cap. 50

5(b) To authorise directors to issue shares other than on a pro-rata basis at a discount not

exceeding 20 per cent

5(c) To authorise directors to offer and grant awards and issue shares pursuant to the TT

International Employees’ Share Option Scheme

5(d) To authorise directors to offer and grant awards and issue shares pursuant to the TT

International Performance Share Plan

Dated this _____ day of ________________ 2010

Total Number of Shares Held

____________________________________

Signature(s) of Member(s) or Common Seal

IMPORTANT

1 For investors who have used their CPF monies to buy shares of

TT International Limited, this report is forwarded to them at the

request of their CPF Approved Nominees and is sent solely FOR

INFORMATION ONLY.

2 This Proxy Form is not valid for use by CPF Investors and shall be

ineffective for all intents and purposes if used or purported to be

used by them.

IMPORTANTPLEASE READ NOTES OVERLEAF

1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as

defined in Section 130A of the Companies Act, Cap. 50), you should insert that number. If you have shares registered in your name

in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the

Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number. If no

number is inserted, this form of proxy will be deemed to relate to all the shares held by you.

2 A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote

on his behalf. A proxy need not be a member of the Company.

3 The instrument appointing a proxy or proxies must be deposited at the Company’s registered office at 47 Sungei Kadut Avenue

Singapore 729670 not less than 48 hours before the time appointed for the meeting.

4 Where a member appoints more than one proxy, he shall specify the number of shares to be represented by each proxy, failing which,

the appointment shall be deemed to be in the alternative.

5 The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing.

Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under

the hand of its attorney or by an officer on behalf of the corporation.

6 Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney or other authority, the power of

attorney or authority or a notarially certified copy thereof must be lodged with the instrument of proxy, failing which the instrument of

proxy may be treated as invalid.

7 A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act

as its representative at the meeting, in accordance with Section 179 of the Companies Act, Cap. 50.

8 The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true

intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition,

in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the

appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed

for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.

Fax (65) 6668 0790

tt international 2010 annual report

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