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197901005269 (49548-D)

ANNUAL REPORT

2023
44 th FULLY VIRTUAL
ANNUAL GENERAL
MEETING

ONLINE PLATFORM
https://meeting.boardroomlimited.my/
(Domain Registration No. with MYNIC-D6A357657)

DATE
20
MAY Monday, 20 May 2024

TIME
10.00 a.m.
INSIDE THIS REPORT

1 CORPORATE REPORT 3 FINANCIAL STATEMENTS


002 Notice of Annual General Meeting 124 Directors’ Report
007 Statement Accompanying Notice of Annual General 131 Statement By Directors
Meeting
131 Statutory Declaration
008 Corporate Profile
132 Independent Auditors’ Report
010 5-Year Financial Highlights & Financial Indicators
137 Statements of Comprehensive Income
012 Management Discussion & Analysis 2023
139 Statements of Financial Position
019 Sustainability Report
141 Statements of Changes In Equity
081 Corporate Structure
144 Statements of Cash Flows
082 Corporate Information
147 Notes to the Financial Statements
083 Profile of Board of Directors
092 Profile of Key Senior Management

2 GOVERNANCE WITH INTEGRITY 4 OTHER INFORMATION


095 Corporate Governance Overview Statement 247 Analysis of Shareholdings as at 15 March 2024
110 Statement on Risk Management and Internal Control 250 List of Top 10 Properties held by TSH Group as at
31 December 2023
115 Audit Committee Report
Proxy Form
120 Statement of Directors’ Responsibilities in respect of
the Audited Financial Statements
121 Additional Compliance Information

Please scan QR code


for PDF online version
TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Forty-Fourth Annual General Meeting (“44th AGM”)
of the Company will be held on a fully virtual basis through live streaming and online remote
voting via the online meeting platform at https://meeting.boardroomlimited.my/ (Domain
Registration No. with MYNIC-D6A357657) on Monday, 20 May 2024 at 10.00 a.m. to transact
the following businesses:

As Ordinary Business:

1. To receive the Audited Financial Statements for the financial year ended 31 December 2023 Please refer to
together with the Reports of the Directors and Auditors thereon. Explanatory Note 1

2. To approve payment of Directors’ fees of RM281,077 for the financial year ended 31 December Resolution 1
2023.

3. To approve payment of Directors’ benefits (excluding Directors’ fees) of up to an aggregate Resolution 2


amount of RM2,200,000 from the date immediately after the 44th AGM of the Company to the
date of the next annual general meeting of the Company in 2025.

4. To re-elect the following Directors who are retiring by rotation in accordance with Clause 100
of the Company’s Constitution, and who being eligible, offer themselves for re-election:

(a) Tan Aik Kiong Resolution 3


(b) Lim Fook Hin Resolution 4
(c) Yap Boon Teck Resolution 5

5. To re-elect Velayuthan a/l Tan Kim Song who is retiring in accordance with Clause 97 of the Resolution 6
Company’s Constitution, and who being eligible, offers himself for re-election.

6. To reappoint BDO PLT as the Company’s auditors and to authorise Directors to fix their Resolution 7
remuneration.

As Special Business:

To consider and, if thought fit, pass the following resolutions:

7. ORDINARY RESOLUTION Resolution 8


PROPOSED AUTHORITY TO ISSUE SHARES AND WAIVER OF PRE-EMPTIVE RIGHTS

“THAT subject always to the approvals of the relevant regulatory authorities, the Directors
be and are hereby empowered by the shareholders pursuant to Sections 75 and 76 of the
Companies Act 2016 to issue new ordinary shares in the Company from time to time at such
price, upon such terms and conditions, provided that the aggregate number of the new
ordinary shares to be issued pursuant to this resolution does not exceed 10% of the issued
share capital of the Company for the time being.

002 Annual Report 2023


Corporate Report

NOTICE OF ANNUAL GENERAL MEETING

THAT pursuant to Section 85 of the Companies Act 2016 to be read together with Clause 14
of the Constitution of the Company, approval be and is hereby given to waive the pre-emptive
rights of the shareholders of the Company to be offered new shares of the Company ranking
equally to the existing issued shares arising from any issuance of new shares in the Company
pursuant to Sections 75 and 76 of the Companies Act 2016.

THAT the Directors be and are empowered to obtain the approval from Bursa Malaysia
Securities Berhad for listing of and quotation for the additional new ordinary shares to be
issued.

THAT such authority shall continue to be in force until the conclusion of the next annual general
meeting of the Company.”

8. ORDINARY RESOLUTION Resolution 9


PROPOSED RENEWAL OF THE AUTHORITY FOR SHARE BUY-BACK

“THAT subject to the Companies Act 2016, the Main Market Listing Requirements (“Listing
Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Constitution of
the Company and the approvals of other relevant authorities, the Company be and is hereby
authorised to purchase and hold such number of ordinary shares in the Company (“Proposed
Share Buy-Back”) as may be determined by the Directors of the Company from time to time
through Bursa Securities upon such terms and conditions as the Directors may deem fit in the
interest of the Company provided that the aggregate number of shares purchased and held
pursuant to this resolution does not exceed 10% of the issued share capital of the Company
AND THAT the maximum amount of funds to be allocated by the Company for the purpose of
purchasing its own shares shall not exceed its total retained profits of RM239,152,000 based
on the latest audited financial statements as at 31 December 2023.

THAT such authority shall commence immediately upon passing of this ordinary resolution
until the conclusion of the next annual general meeting of the Company unless earlier revoked
or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting or upon the expiration of the period within which the next annual general meeting is
required by law to be held, whichever occurs first.

THAT the Directors be and are hereby authorised to take all steps necessary to implement,
finalise and to give full effect to the Proposed Share Buy-Back AND FURTHER THAT authority
be and is hereby given to the Directors to deal with the shares so purchased in their absolute
discretion in any of the following manner:

(a) cancel the shares so purchased; or

(b) retain the shares so purchased as treasury shares and held by the Company; or

(c) retain part of the shares so purchased as treasury shares and cancel the remainder; or

(d) distribute the treasury shares as dividends to shareholders and/or resell on Bursa Securities
and/or cancel all or part of them; or

(e) transfer all or part of the treasury shares for purposes of an employees’ share scheme, and/
or as purchase consideration; or

in any other manner as prescribed by the Companies Act 2016, rules, regulations and guidelines
pursuant to the Companies Act 2016, the Listing Requirements and other relevant guidelines
issued by Bursa Securities and any other relevant authority for the time being in force.”

Annual Report 2023 003


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTICE OF ANNUAL GENERAL MEETING

9. ORDINARY RESOLUTION Resolution 10


RETENTION OF DATO’ JASMY BIN ISMAIL AS AN INDEPENDENT NON-EXECUTIVE
DIRECTOR

“THAT Dato’ Jasmy bin Ismail who has served for a cumulative term of more than nine years,
be and is hereby retained as an Independent Non-Executive Director until the conclusion of
the next annual general meeting of the Company in accordance with the procedures under the
Malaysian Code on Corporate Governance 2021.”

10. To transact any other business of which due notice shall have been given.

By Order of the Board

WONG MAY FUN


MAICSA 7018697/ SSM PC No. 202008002194
Company Secretary

Kuala Lumpur
19 April 2024

Notes:

1. The 44th AGM of the Company will be conducted on a fully virtual basis through live streaming and online remote voting
via Remote Participation and Electronic Voting (“RPEV”) facilities provided by Boardroom Share Registrars Sdn. Bhd..
Please follow the procedures provided in the Administrative Guide which is available on the Company’s website at
https://www.tsh.com.my/investor-relations/shareholders-meeting/ in order to register, participate and vote remotely.

2. Pursuant to the latest Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed
Issuers issued by the Securities Commission of Malaysia, all meeting participants of a fully virtual general meeting
including the Chairman of the meeting, members of the Board, senior management and shareholders are to participate
in the meeting online, and an online meeting platform can be recognised as the meeting venue or place under Section
327(2) of the Companies Act 2016 provided that the online platform is located in Malaysia.

3. With the RPEV facilities, you may exercise your right as a member of the Company to participate (including posing
questions to the Company) and vote at the 44th AGM. If you are unable to participate, you are strongly encouraged to
appoint the Chairman of the meeting as your proxy to attend and vote on your behalf at the 44th AGM.

4. Only depositors whose names appear in the Record of Depositors as at 13 May 2024 will be regarded as members and
be entitled to attend, speak and vote at the meeting.

5. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies
to attend and vote in his stead. Where a member appoints two proxies, the appointments shall be invalid unless he
specifies the proportion of his shareholdings to be represented by each proxy. A proxy may but need not be a member
of the Company.

6. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he
thinks fit, and if no names are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.

7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds.

004 Annual Report 2023


Corporate Report

NOTICE OF ANNUAL GENERAL MEETING

8. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in
writing or if such appointor is a corporation, under its common seal. If you wish to appoint a proxy to attend and vote on
your behalf at the 44th AGM, you may deposit the duly completed and signed Proxy Form at the office of the Company’s
share registrar, Boardroom Share Registrars Sdn. Bhd. at 11th Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim,
Seksyen 13, 46200 Petaling Jaya, Selangor not later than 48 hours before the time appointed for holding this meeting
or adjourned meeting. Alternatively, you may lodge your Proxy Form electronically through Boardroom Smart Investor
Portal at https://investor.boardroomlimited.com by logging in and selecting “Submit eProxy Form” not later than
48 hours before the time appointed for holding this meeting or adjourned meeting. Please follow the procedures
provided in the Administrative Guide in order to participate in the 44th AGM.

9. Pursuant to Paragraph 8.29A of Bursa Securities Main Market Listing Requirements, all resolutions set out in the Notice
of 44th AGM will be put to vote by poll.

Explanatory Notes:

1. The Audited Financial Statements are meant for discussion only as it does not require shareholders’ approval under the
provision of Section 340(1)(a) of the Companies Act 2016. Hence, it will not be put forward for voting.

2. Resolution 1, the Company is seeking shareholders’ approval for payment of Directors’ fees totalling RM281,077, which
include the fees payable to certain Independent Directors who are members of the Audit Committee.

3. Resolution 2, the benefits are payable to eligible Non-Executive Directors and comprise amongst others, monthly
allowance to the Chairman of the Company in recognition of his significant oversight and leadership roles in the Group,
meeting allowance for Board and Board Committees, business travelling allowance, petrol allowance and other benefits-
in-kind including company car and driver as well as other emoluments.

Non-Executive Directors who are shareholders of the Company will abstain from voting on Resolution 2 concerning their
remuneration at the 44th AGM.

4. Resolutions 3 to 5 are in relation to re-election of the Directors who retire in accordance with Clause 100 of the Company’s
Constitution.

For the purpose of determining the eligibility of the Directors to stand for re-election at the 44th AGM, the Board had
through its Nomination Committee, assessed the performance and contribution of the retiring Directors. In addition,
the Nomination Committee Chairman had also conducted an evaluation of the retiring Directors in accordance with
the criteria set out in the TSH Group Directors’ Fit and Proper Policy. Based on the results of the respective Directors’
performance and fit and proper evaluations conducted, the Board is satisfied with the retiring Directors’ performance
and the level of contribution to the Board through their knowledge, skills and commitment as well as their abilities to
act in the best interest of the Company. Besides, the Independent Director standing for re-election has also provided his
annual declaration/confirmation of independence.

The retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at
the relevant meeting of the Board and the Nomination Committee.

The Directors referred to in Resolutions 3 to 5 who are shareholders of the Company, will abstain from voting on the
resolution in respect of their own re-election at the 44th AGM.

5. Resolution 6 is in respect of re-election of Velayuthan a/l Tan Kim Song who was appointed to the Board on 24
November 2023 and retires in accordance with Clause 97 of Company’s Constitution. In view of the recent appointment
of Velayuthan Tan, the Nomination Committee and the Board are of the view that Velayuthan Tan should be given the
opportunity to contribute to the Company before conducting any evaluation on him and therefore, support his re-
election as a Director of the Company. Velayuthan Tan has provided his declaration/confirmation of independence.

Annual Report 2023 005


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTICE OF ANNUAL GENERAL MEETING

6. Resolution 8 is a renewal of the general mandate empowering the Directors of the Company pursuant to Sections 75
and 76 of the Companies Act 2016, to issue and allot new shares in the Company from time to time provided that
the aggregate number of shares to be issued pursuant to the general mandate does not exceed 10% of the issued
share capital of the Company for the time being. This authority, unless revoked or varied by the Company at a general
meeting, will expire at the next annual general meeting.

As at the date of the notice of the 44th AGM, the Company did not issue any new shares pursuant to the general
mandate granted to the Directors at the last annual general meeting held on 23 May 2023.

The renewal of the general mandate will provide flexibility to the Company for any possible fund raising activities
without the need to convene a separate general meeting to specifically approve such issuance of shares and thereby,
reducing administrative time and costs associated with the convening of such meeting. However, at this juncture, there
is no decision to issue new shares. Should there be a decision to issue new shares after the general mandate is obtained,
the Company will make an announcement in respect of the purpose and utilisation of proceeds arising from such issue.

By voting in favour of Resolution 8, the shareholders of the Company will agree to waive their pre-emptive rights under
Section 85 of the Companies Act 2016 and Clause 14 of the Constitution of the Company, to be offered new shares to
be issued by the Company pursuant to the said Resolution 8.

7. For Resolution 9, the information in respect of the Proposed Renewal of the Authority for Share Buy-Back is set out in
the Share Buy-Back Statement dated 19 April 2024.

8. Resolution 10, if passed, will allow Dato’ Jasmy bin Ismail to be retained as an Independent Non-Executive Director
until the conclusion of the next annual general meeting of the Company. Following the relevant assessment, the Board
recommended that Dato’ Jasmy be retained as an Independent Non-Executive Director of the Company based on the
justifications set out in the Corporate Governance Overview Statement in the Annual Report 2023.

Personal Data Privacy:

By submitting an instrument appointing a proxy/proxies and/or representative/representatives to attend and vote at the
annual general meeting and/or any adjournment thereof, a member of the Company:

(i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the
purpose of the processing and administration by the Company (or its agents) of the proxies and representatives
appointed for the annual general meeting (including any adjournment thereof), and the preparation and compilation of
the attendance lists, minutes and other documents relating to the annual general meeting (including any adjournment
thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/
or guidelines (collectively, the “Purposes”),

(ii) warrants that where the member discloses the personal data of the member’s proxy/proxies and/or representative/
representatives to the Company (or its agents), the member has obtained the prior consent of such proxy/proxies and/
or representative/representatives for the collection, use and disclosure by the Company (or its agents) of the personal
data of such proxy/proxies and/or representative/representatives for the Purposes, and

(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and
damages as a result of the member’s breach of warranty.

006 Annual Report 2023


Corporate Report

NOTICE OF ANNUAL GENERAL MEETING

STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
1. Details of persons who are standing for election as Directors

No individual is seeking election as a Director at the 44th AGM of the Company.

2. Statement relating to general mandate for issue of securities

Please refer to Explanatory Note 6 of the Notice of 44th AGM for information relating to general mandate for issue of
securities.

Annual Report 2023 007


TSH RESOURCES BERHAD 197901005269 (49548-D)

CORPORATE PROFILE

TSH Resources Berhad (“TSH” or the “Company”) was incorporated on 7 August 1979
and has its beginnings in the cocoa business. The business grew over the years and at
the time it was listed on the Kuala Lumpur Stock Exchange in 1994, the Company and its
subsidiaries (“TSH Group” or the “Group”) had already established itself as a major player
in the cocoa industry in Malaysia namely, the single largest exporter of cocoa beans and
products in the country. Not content to rest on its laurels, the Group ventured into the
oil palm industry in Sabah in the 1990s and subsequently in Kalimantan and Sumatera,
Indonesia in the 2000s.

Today, the Group is principally engaged in oil palm cultivation and processing of Fresh Fruit Bunches (“FFB”) into Crude Palm
Oil (“CPO”) and Palm Kernel (“PK”). This business activity accounted for approximately 94% of the Group’s total revenue for
FY2023.

As at 31 December 2023, the Group has planted over 39,000 hectares (“Ha”) of oil palms in Malaysia and Indonesia. In addition,
the Group currently operates five (5) palm oil mills, one (1) in Sabah, and two (2) each in Kalimantan and Sumatera, Indonesia.

In 2007, the Group ventured further downstream into palm oil refinery and palm kernel crushing plants in Sabah through a 50:50
joint venture with a member of Wilmar International Group.

Plantations Milling and Refinery


Our Business
Bio-Integration Other Businesses

008 ANNUAL REPORT 2023


Corporate Report

Corporate Profile

Other business activities

Bio-integration Sustainable forestry

The Group is also proud to contribute toward greening In 1997, the Group was awarded with a 100-year
the energy mix of Malaysia which has been heavily concession to carry out forest rehabilitation,
dependent on fossil fuel. Leveraging on various by- environmental conservation and industrial tree planting
products along the palm oil value chain, the Group on 123,385 Ha of forestry land in Ulu Tungud, Sabah, also
has diversified into the renewable energy business. Its known as Forest Management Unit 4 (“FMU 4”).
integrated complex in Kunak, Sabah is complete with
TSH is the Licensee for Ulu Tungud F.R. under SFMLA
biomass and biogas power plants. The 14MW biomass
7/97 since the agreement was signed on 10 September
cogeneration plant is the first biomass power plant in the
1997. The whole licensed area of 123,385 Ha, is
country that is connected to the grid and has a renewable
designated by law as a Commercial Forest Reserve (Class
energy power purchase agreement with Sabah Electricity II). The licensed area consisted of forests which had been
Sdn. Bhd. to supply up to 10MW of green electricity. previously logged by third parties before 1997.
Similarly, the 3 MW biogas power plant is another initiative
of the Group to tap sustainable energy from wastewater In 2016, about 28,375 Ha of the licensed area, largely
generated palm oil mill effluent to generate electricity. covering the Meliau Range and Mt Monkobo, were
The process by which methane gas is captured for excised for conservation and reclassified as a Class I
electricity generation results in a reduction in the emission Protection Forest. This excision was done by mutual
of greenhouse gases and a more environmentally friendly agreement between TSH and the Sabah Government
palm oil mill effluent discharge. through a supplementary agreement, thus reducing the
Sustainable Forest Management License Agreement
(“SFMLA”) 7/97 area to its current area of 95,010 Ha.

This is part of the Group’s wider sustainability efforts


by committing to manage the forest reserve based on
Engineered hardwood flooring sustainable development principles while at the same
time providing employment opportunities for the local
The Group is also involved in the manufacturing, rural community. Presently, the Group has been focusing
designing, promotion, and marketing of engineered on forest rehabilitation through enrichment planting and
hardwood flooring (“EHF”) under the brand name “silviculture” on severely logged over and degraded
forests. As at 31 December 2023, about 35,017 Ha (2022:
Ekowood. The manufacturing and export of EHF are
33,120 Ha) of logged areas have been rehabilitated
undertaken by the Group’s wholly-owned subsidiary,
through enrichment planting and silviculture.
Ekowood International Berhad from its factory and office
in Gopeng, Perak.

With over two and a half decades of operating track Cocoa


record, Ekowood is not only a recognised EHF name in
Malaysia but also has well-established export markets
As mentioned above, the Group has its genesis in the
in the United States of America (“USA”), Europe and
cocoa business. The processing and marketing of cocoa
Australia. With sustainability being the integral part of products was carried out by its wholly-owned subsidiary,
the Group’s businesses, Ekowood International Berhad CocoaHouse Sdn. Bhd. (“CocoaHouse”). CocoaHouse
with licence number FSC® C006543 has been assessed operated a cocoa processing factory in Port Klang in
and certified as meeting the requirements of FSC® Chain Selangor, Malaysia to manufacture and sell mainly cocoa
of Custody. We are also certified under Programme for butter for export to markets in the USA, Europe and Asia.
the Endorsement of Forest Certification Schemes (PEFC) During the year, CocoaHouse ceased operations at the
Chain of Custody with certification no. sgsmy-PEFC- cocoa processing factory in line with the Group’s plan to
COC-0120. focus its efforts and resources on its core business in the
Palm Products segment.

Annual Report 2023 009


TSH RESOURCES BERHAD 197901005269 (49548-D)

5-Year Financial Highlights


& Financial Indicators

All figures in RM’000 2019 2020 2021 2022 2023

FINANCIAL HIGHLIGHTs
Revenue 838,894 926,003 1,188,919 1,305,999 1,066,516
Core profit before taxation 69,062 128,577 266,891 257,178 182,340
Profit before taxation 74,006 130,242 254,084 557,297 197,837
Profit after taxation 45,625 90,324 202,013 524,993 125,825
Net profit attributable to owners of the Company 44,280 79,487 169,415 456,407 95,112
Total assets 3,265,134 3,171,777 3,308,036 2,959,278 2,845,022
Total borrowings 1,431,797 1,309,195 1,109,325 559,111 302,120
Shareholders’ equity 1,438,982 1,453,432 1,641,330 1,900,839 2,046,973
Total equity 1,574,720 1,597,783 1,813,588 2,132,058 2,305,281

FINANCIAL INDICATORS

Basic earnings per share (sen) 3.21 5.76 12.27 33.07 6.89
Diluted earnings per share (sen) 3.21 5.76 12.27 33.07 6.89
Net asset per share 1.04 1.05 1.19 1.38 1.48
Return on shareholders’ equity (%) (1)
3.08 5.47 10.32 24.01 4.65
Return on total assets (%)(2) 1.36 2.51 5.12 15.42 3.34
Net debt to equity (%) (3)
82.93 71.00 44.78 8.31 2.02
Share price as at financial year end 1.54 1.15 1.08 1.07 0.98

(1)
Based on net profit attributable to owners of the Company expressed as a percentage of shareholders’ equity.
(2)
Based on net profit attributable to owners of the Company expressed as a percentage of total assets.
(3)
Based on net debt i.e. total loans and borrowings less short term funds and cash and cash equivalents expressed as a percentage
of total equity.

010 Annual Report 2023


Corporate Report

5-Year Financial Highlights & Financial Indicators

REVENUE TOTAL ASSETS


(RM’000) (RM’000)

1,066,516 2,845,022

1,305,999 3,265,134 3,308,036


3,171,777
1,188,919 2,959,278
2,845,022
1,066,516

926,003
838,894

2019 2020 2021 2022 2023 2019 2020 2021 2022 2023

CORE PROFIT BEFORE TAXATION SHAREHOLDERS’ EQUITY


(RM’000) (RM’000)

182,340 2,046,973

266,891 2,046,973
257,178
1,900,839

1,641,330

1,438,982 1,453,432
182,340

128,577

69,062

2019 2020 2021 2022 2023 2019 2020 2021 2022 2023

Annual Report 2023 011


TSH RESOURCES BERHAD 197901005269 (49548-D)

MANAGEMENT DISCUSSION & ANALYSIS 2023

OVERVIEW

In 2023, the global economy stood at a crossroads, marked by recovery as well as


challenges. Following the upheavals brought about by the Covid-19 pandemic, many
nations have undergone robust economic rebounds. However, inflationary pressure
remains at large, prompting central banks to recalibrate monetary policies cautiously.

Persistent supply chain disruptions continue to plague OIL PALM INDUSTRY LANDSCAPE
industries globally while geopolitical tensions continue to
shape trade dynamics. The impact of climate change and CPO prices mostly traded between RM3,300/MT to
changes to weather patterns also present serious threats to RM4,300/MT in FY2023. From February to April 2023,
businesses from damage to crops and assets to supply chain the Indonesian government restricted palm oil exports
disruptions. to ensure stable domestic supply and prices for its local
cooking oil in anticipation for the Ramadhan period.
These headwinds pose real challenges to businesses around Coupled with the seasonally low FFB production, CPO price
the globe. It is imperative for corporates to be nimble and peaked at RM4,325/MT in early March 2023. However, in
resilient to navigate through today’s uncertain and volatile the absence of festive-driven demand following the Aidil
market environment. For this reason, the Group continued Fitri season coupled with the narrowing discount of CPO
to take steps to strengthen its balance sheet and address price vis a vis other competing vegetable oils, CPO price
potential liquidity risks to place itself on better financial tapered to an average of RM3,525/MT in June 2023. CPO
footing and enhance its financial agility. price breached the RM4,000/MT mark again in July 2023
when Russia withdrew from the Black Sea Grain Corridor
Improvement to Balance Sheet Metrics Initiative exacerbating concern over sunflower oil supply
thereby pushing up global edible oil prices. Prices eased
1.50 2.50
subsequently to settle at the RM3,700/MT range by the end
2.05 of 2023.
1.20 1.90 2.00

1.64 On the supply front, Malaysian CPO production increased


Ratio (times)

0.90 1.44 1.45 1.50


marginally by 0.5% to reach 18.55 million MT (2022: 18.45
RM Billion

million MT) from improved labour supply and supported by


0.60 1.00
higher FFB yield and oil extraction rates. Meanwhile, palm
oil exports had declined with lower demand from major
0.30 0.50
importers. Total export for 2023 decreased to 15.13 million
MT from 15.71 million MT in 2022. As a result, palm oil
0 0
stocks closed higher in December 2023 at 2.29 million MT
2019 2020 2021 2022 2023
compared to 2.20 million MT in December 2022.
Shareholders’ Equity
* Current Ratio * Cash Ratio Net Gearing Ratio Indonesia also saw CPO production increased to 50.07
million MT compared to 2022 of 46.73 million MT. Domestic
* For comparability across the years, non-current assets and non-current consumption increased to 23.21 million MT from 21.14 million
liabilities included in Assets Held for Sale and Liabilities Associated with MT in 2022 heavily supported by the biodiesel program B35.
Assets Held for Sale, respectively were excluded in deriving the Current Exports on the other hand, decreased from 33.15 million MT
Ratios and Cash Ratios
in 2022 to 32.22 million MT in 2023 driven by lower demand
from Europe. As at the end of 2023, Indonesia’s palm oil
As at the end of 2023, the Group’s net gearing stood at
stocks closed lower at 3.15 million MT.
0.02 times (0.08 times at end of FY2022) whilst its net
assets per share grew to RM1.48 per share from RM1.38 the
year before. Furthermore, the improvement in the Group’s
financial position provides it with greater capacity to raise
additional funding to accelerate the development of its
unplanted plantation lands and the replanting of oil palms.

012 ANNUAL REPORT 2023


CORPORATE REPORT

MANAGEMENT DISCUSSION & ANALYSIS 2023

PALM OIL STOCK & CPO PRICE

Palm Oil Stock CPO Price


(‘000MT) (RM/MT)

8,000 7,000

7,000 6,500

6,000 6,000

5,000 5,500

4,000 5,000

3,000 4,500

2,000 4,000

1,000 3,500

0 3,000
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2022 2023

Malaysian Palm Oil Stock compiled by the Malaysian Indonesian Palm Oil Stock compiled by the Indonesian
Palm Oil Board (“MPOB”) Palm Oil Association (“GAPKI”)
Monthly CPO Price compiled by MPOB

CORPORATE DEVELOPMENTS

On 9 December 2021, PT Bulungan Citra Agro Persada (“BCAP”), a 90% owned subsidiary of the Company had entered into
a heads of agreement with PT Kawasan Industri Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia
(“KIPI”) for the disposal of 7 pieces of certificated land measuring approximately 13,214.90 hectares located in Kalimantan,
together with certain plots of uncertified land adjoining thereto.

On 4 April 2022, BCAP, KIKI and KIPI entered into a conditional sale, purchase and compensation of land agreement (“CSPA”)
for the disposal by BCAP of 13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining
thereto for a total cash consideration of Rp2,428.86 billion (equivalent to approximately RM731.09 million).

On 8 August 2022, the disposal of 7,817.36 hectares of certificated land was completed.

On 18 January 2023, the disposal of 574.56 hectares of the uncertified land was completed.

On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date period of
the CSPA of 12 months from 4 July 2023 to 4 July 2024.

ANNUAL REPORT 2023 013


TSH RESOURCES BERHAD 197901005269 (49548-D)

Management Discussion & Analysis 2023

Financial Review

The table below provides an overview of financial highlights of the Group for the FY2023 in comparison with FY2022:

FY2023 FY2022
(RM’000) (RM’000)

Revenue 1,066,516 1,305,999


Core profit before taxation 182,340 257,178
Profit before taxation (“PBT”) 197,837 557,297
Taxation (72,012) (32,304)
Profit after taxation (“PAT”) 125,825 524,993
Profit attributable to owners of the Company 95,112 456,407
Shareholders’ equity 2,046,973 1,900,839
Total equity 2,305,281 2,132,058
Borrowings 302,120 559,111
Cash and bank balances 250,138 375,580
Short term funds 5,349 6,385
Net gearing ratio (times) 0.02 0.08

Income Statement
Revenue PBT and PAT

The FY2023 revenue of RM1,066.5 million marked the The Group registered a PBT in FY2023 of RM197.8 million,
third consecutive year that the Group’s revenue surpassed 64.5% or RM359.5 million lower than PBT of RM557.3 million
RM1.0 billion. It was 18.3% lower than previous year’s for FY2022. Higher PBT for FY2022 was primarily due to a
revenue of RM1,306.0 million primarily due to lower revenue significant gain of RM395.3 million in the previous financial
contribution from the Palm Products segment. year arising from the disposals of 2 estates and a mill in
Sabah and 7,817.36 Ha of land in Indonesia, as referred to in
The Palm Products segment revenue decreased by 17.0% or Corporate Developments above.
RM203.9 million to RM998.1 million from RM1,202.0 million
in the previous year largely due to the Group’s lower average Despite the decrease in PBT, the Group’s taxation increased
CPO price of RM3,437/MT compared to RM4,100/MT in to RM72.0 million from RM32.3 million in FY2022. Lower
FY2022, coupled with lower FFB production of 905,437MT taxation in FY2022 was mainly due to reversal of temporary
in FY2023 compared with 923,990MT in FY2022. differences following the above mentioned disposals of
assets in Sabah. For FY2023, the taxation charge is higher
Revenue from the Others segment decreased by 34.2% or than the statutory rate mainly due to non-deductibility
RM35.6 million to RM68.4 million from RM104.0 million in of certain expenses for taxation purpose coupled with
the previous year mainly due to lower contribution from the withholding taxes paid on dividend received from the
Wood division following lower export sales. Group’s foreign subsidiaries and non-recognition of deferred
tax asset for certain subsidiaries.
Core profit before taxation
The decrease in PBT and higher taxation has resulted in
The Group’s core profit before taxation declined by 29.1% lower PAT in FY2023 of RM125.8 million, 76.0% or RM399.2
or RM74.9 million to RM182.3 million from RM257.2 million million lower than the PAT of RM525.0 million for FY2022.
in FY2022 in line with lower revenue from the Palm Products
and Others segment, lower share of profit from an associate
and reduction in contribution from jointly controlled entities.

014 Annual Report 2023


Corporate Report

Management Discussion & Analysis 2023

Capital structure and capital resources

Shareholders’ equity

Shareholders’ equity increased to RM2,047.0 million from


RM1,900.8 million as at the end of FY2022 contributed by a
net profit attributable to owners of the Company of RM95.1
million and bolstered by a foreign currency translation gain of
RM86.2 million, but partially offset by a dividend of RM34.5
million paid during the year.

Borrowings

The Group’s borrowings as at year end was RM302.1 million


compared with RM559.1 million as at the end of FY2022, a
decrease of RM257.0 million resulting from net repayment of
borrowings and sukuk loan.

Taking into account the Group’s cash and bank balances as


well as short terms funds, net borrowings decreased 73.7%
to RM46.6 million from RM177.1 million as at the end of
FY2022.

Gearing

The Group recorded lower net gearing ratio of 0.02 times


as at the end of the financial year under review (2022:
0.08 times) mainly due to lower net borrowings of RM46.6
million (2022: RM177.1 million) coupled with the higher
shareholders’ equity mentioned above.

Cash flows

The table below provides an overview of the cash flows of the Group in FY2023 compared with FY2022:

FY2023 FY2022
(RM’000) (RM’000)

Operating cash flows before changes in working capital 283,845 354,742


Changes in working capital 34,345 (57,770)
Cash flows from operations 318,190 296,972
Net income tax paid (91,509) (89,241)
Net cash flows from operating activities 226,681 207,731
Net cash flows (used in)/from investing activities (35,917) 623,229
Free cash flow to firm 190,764 830,960
Net cash flows used in financing activities (328,394) (743,540)
Net (decrease)/increase in cash and cash equivalents (137,630) 87,420
Effects of exchange rate changes 12,433 (3,940)
Cash and cash equivalents as at beginning of financial year 376,231 292,751
Cash and cash equivalents as at end of financial year 251,034 376,231

Annual Report 2023 015


TSH RESOURCES BERHAD 197901005269 (49548-D)

MANAGEMENT DISCUSSION & ANALYSIS 2023

The Group’s cash and cash equivalents as at year end Palm Products segment
amounted to RM251.0 million compared with the previous
financial year end balance of RM376.2 million, due to the The Group is predominantly an upstream player in the oil
effects of the following: palm industry. As at 31 December 2023, the Group has
plantations in Sabah, East Malaysia; and Kalimantan and
• The increase in net cash flows from operating activities Sumatera, Indonesia with a total planted area of 39,068 Ha
to RM226.7 million from RM207.7 million in FY2022. and operates five (5) palm oil mills, one (1) in Sabah and two
This was due to favourable movement in working (2) each in Kalimantan and Sumatera.
capital primarily attributed to the decrease in closing
inventories held by the Group.
Total Planted Hectarage

• Net outflows from investing activities of RM35.9 39,068


million compared with RM623.2 million net inflow in
FY2022. This was largely due to significantly lower
proceeds received from disposals of property, plant
and equipment and assets held for sale, as well as cash
used for investing in financial assets in FY2023.

• The lower net cash flows used in financing activities


of RM328.4 million compared with RM743.5 million in
FY2022. This was largely due to lower net repayment
of borrowings by RM296.8 million and lower dividend
paid by RM103.0 million compared with FY2022.

The Group’s financial position further strengthened compared


to FY2022. As at 31 December 2023, the Group is in a net
current asset position and are committed to preserving the
financial stability by adopting a prudent stance and strategic Indonesia Matured Indonesia Immature
approach on its cash management. 34,591 1,143
Sabah Matured Sabah Immature
DIVIDENDS 2,940 394

On 22 February 2024, the Directors declared a first and final


single-tier dividend of 2.5 sen per ordinary share in respect The Group’s oil palm trees are still relatively young with a
of the financial year ended 31 December 2023. weighted average age profile of 12.4 years which augurs well
for the Group’s FFB production in the years to come.
BUSINESS AND OPERATIONAL REVIEW
Palm Products Segment Result (RM’million)
The Group has two operating business segments namely
1,202.0
Palm Products and other businesses classified as Others,
comprising mainly the Wood and Bio-Integration divisions 998.1
with the Palm Products segment being the core business of
the Group. 671.7

251.6

2022 2023
Revenue Segment Profit

016 ANNUAL REPORT 2023


CORPORATE REPORT

MANAGEMENT DISCUSSION & ANALYSIS 2023

The Palm Products segment revenue decreased by 17% Others segment


to RM998.1 million from RM1,202.0 million in FY2022.
Segment profits have decreased to RM251.6 million from The Others segment consists of the Bio-Integration, Wood
RM671.7 million in FY2022. The previous year’s segment and Cocoa products division.
profits included gains from disposal of estates, mill and
land of RM395.3 million. Excluding these gains from the Others Segment Result (RM’million)
land disposals, the decrease in segment profits is largely
attributable to the lower CPO and PK prices coupled with
lower FFB production. Average price for CPO and PK for 104.0
FY2023 were RM3,437/MT and RM1,727/MT compared with
RM4,100/MT and RM2,668/MT respectively in FY2022. 68.4

The segment’s revenue and profit were affected by the


Indonesia Export Levy and Duty on CPO. The lower levy and
duty in FY2023 is in accordance with the lower average CPO
-77.5 -11.8
price in 2023:
FY2023 FY2022 Variance
(RM’000) (RM’000) (RM’000)

Indonesia Export Levy


and Duty on CPO 107,790 225,150 (117,360)
2022 2023

Revenue Segment Loss


FFB Production (‘000 MT) & Yield (MT/Ha)

The Others segment revenue decrease to RM68.4 million


924.0 905.4 from RM104.0 million in FY2022 mainly due to lower sales
generated by the Wood division as a result of reduced
demand for wood products both from domestic and oversea
markets.

Following the prolonged downturn in the Group’s cocoa


24.5 business as triggered by the COVID-19 pandemic, the Group
24.1
decided to cease the operations of its cocoa processing
factory. This was to enable the Group to focus its efforts and
resources on its core business namely the Palm Products
segment.
2022 2023
Bio-Integration division registered higher revenue of RM15.0
FFB Production Yield/Ha million compared with RM12.5 million in FY2022 mainly due
to higher sales of electricity and steam.

FFB production had decreased to 905,437 MT from 923,990 Notwithstanding the decrease in the overall revenue, the
MT largely due to the mid-year dry weather experienced Others segment registered a lower loss in FY2023 of RM11.8
in Indonesia, disposal of estates in 2022 and the cyclical million compared with RM77.5 million in FY2022. This was
decline of crop in 2023. Similarly, there has been a marginal due to the fair value gain on forest planting expenditure of
decline in average FFB yield from 24.5 MT/Ha in FY2022 to RM0.3 million in FY2023 versus fair value loss of RM37.2
24.1 MT/Ha in current year. million registered in FY2022 as well as the impairment losses
of assets due to the cessation of a hiring business, and an
impairment loss on the building of a subsidiary in FY2022.

ANNUAL REPORT 2023 017


TSH RESOURCES BERHAD 197901005269 (49548-D)

MANAGEMENT DISCUSSION & ANALYSIS 2023

FUTURE OUTLOOK AND PROSPECTS

The first quarter of 2024 saw CPO price uptrending from an average of RM3,784/MT in January to RM4,216/MT in March
mainly due to the seasonally low FFB production and the relatively low palm oil stocks. However, it may start to weaken as
palm production is expected to pick up in the second quarter before peaking in the third quarter. Nonetheless, CPO price
is likely to still remain relatively firm supported by a stagnating global palm oil production and higher biodiesel demand in
Indonesia.

Restrained hectarage expansion in oil palm planting over the last few years due to stricter regulations has limited supply
growth. On the other hand, Indonesia’s push for biodiesel has continued to drive demand for palm oil. In August 2023,
Indonesia implemented the B35 biodiesel blending mandate program, up from the previous B30 mandate, which will further
increase the uptake of palm oil.

The Group acknowledges that there are uncertainties and potential risks ahead arising from the escalation of geopolitical
tensions, lower global growth expectations, and climate change impact. Accordingly, the Group will be vigilant in pursuing
business opportunities and growth and also continue to adopt a prudent stance on cash management and capital spending.

Barring any unforeseen circumstances, the Group is cautiously optimistic of achieving a satisfactory performance for 2024.

018 ANNUAL REPORT 2023


CORPORATE REPORT

SUSTAINABILITY REPORT

ABOUT THIS REPORT

In pursuing our sustainability journey, TSH Resources Berhad (henceforth referred


to as “TSH” or “the Group”) remains dedicated to enhancing our Environmental,
Social, and Governance (“ESG”) efforts. To provide a comprehensive review of our
sustainability efforts, we are pleased to present this Sustainability Report for the
financial year of 2023 (“SR2023”).

This SR2023 aims to provide comprehensive information on our sustainability practices, demonstrating our continued
dedication to responsible business operations and fostering trust among stakeholders. Through the Group’s ESG strategies,
we aim to create both financial and non-financial values for our key stakeholders while supporting environmental stewardship
and socio-economic development.

Ultimately, this report showcases TSH’s firm commitment to strengthening the Group’s sustainability ambitions.

REPORTING FRAMEWORKS

In preparing our disclosures, we have prioritised compliance with Bursa Malaysia’s Sustainability Reporting Guide (3rd Edition)
and concomitantly aligned them with certain elements of Global Reporting Initiative (“GRI”) Standards, the FTSE4Good
and the pertinent United Nation Sustainable Development Goals (“UNSDGs”). Aside from the recognised frameworks, TSH
has also taken into considerations the SASB Sector-Specific Disclosures (“SASB”) and the Malaysian Code on Corporate
Governance (“MCCG”) 2021 in preparing the SR2023.

REPORTING PERIOD AND CYCLE

All data and disclosures presented within are for the period of FY2023 between 1 January and 31 December 2023. Where
available, the Group has also disclosed data over three years (“FY2021 – FY2023”). This allows for the presentation of trend
lines that indicate general performance trends for key ESG topics.

REPORTING SCOPE AND BOUNDARY

This SR2023 presents a summary of the key sustainability initiatives undertaken by TSH. The disclosures encompass the Group’s
business operations in Malaysia, Indonesia and Singapore as illustrated below:

Plantations Engineered Bio-Integration Forest Corporate


and Mills Hardwood Management and Investment
Flooring Holding
Activities

The SR2023 shall generally exclude all outsourced activities and/or joint venture operations unless such information adds
value to the disclosures.

ANNUAL REPORT 2023 019


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

DATA ASSURANCE

The contents of this report have been reviewed by the Group’s Sustainability Steering Committee (“SSC”) consisting of Senior
Management representatives and approved by the Board of Directors (“Board”).

In strengthening the credibility of the Sustainability Statement, selected aspects/parts of this Sustainability Statement have
undergone an internal review conducted by the Group’s Internal Audit Department and subsequently approved by the Audit
Committee (“AC”).

The subject matters and scope, which include the operating activities in the respective countries, covered by the internal
review are provided below:

Labour Practices Industry Diversity Human Rights Water


and Standards Certifications and Community

For full details on the scope of assurance, please refer to the Group’s Statement of Assurance on page 80.

LIMITATIONS AND FORWARD-LOOKING REPORT AVAILABILITY


EXCLUSIONS STATEMENTS AND FEEDBACK

Data and information provided This report might include To improve our sustainability
within the SR2023 are based on forward-looking statements approaches, TSH welcomes
the Group’s ability to collect and regarding TSH’s plans and constructive feedback from our
present meaningful data. objectives related to our valued stakeholders. Please
operations and businesses. direct any queries, feedback, or
While all efforts have been These statements involve specific suggestions to:
made to provide the most assumptions, and actual results
relevant and up-to-date data, may vary, depending on the risks Environmental, Social, and
we acknowledge that there may and uncertainties that may arise Governance (ESG) Department
be gaps in certain indicators. As in the future. The Group is not
such, TSH remains dedicated obligated to update or modify +603-2084 0888
to continuously refining our any forward-looking statements.
data collection mechanisms to esg@tsh.com.my
provide accurate information.

020 ANNUAL REPORT 2023


CORPORATE REPORT

SUSTAINABILITY REPORT

CHAIRMAN’S MESSAGE

Dear Valued Shareholders and Stakeholders,

FY2023 has seen some exciting developments and progress for the Group on the sustainability front.
We have begun shifting our economic value-creation to include more non-financial value-creation as
the Group includes sustainability as a vital element of our operations alongside financial reporting.
We are also setting the building blocks to deliver measurable social and environmental progress
within the Group as well as with our key business partners.

There will be no let up on our efforts to conserve and protect the environment, create a conducive work environment for our
employees and deliver long-term value for our stakeholders. Concurrently, we will undertake conscious efforts to enhance the
socio-economic conditions of the surrounding communities and our supply chain. Our commitments within this policy are in tandem
with local and international laws while integrating international best practices from relevant recognised frameworks and standards.

Through our ESG Governance structure, we will continue to shape our work and community environment through various
programmes and initiatives to make sustainability as the predominant culture. Over the next few years, we aspire to further
operationalise our ESG adoption and deliver the desired results across the Group’s environmental stewardship, social obligation,
and responsible governance priorities.

Undoubtedly, climate change and environmental concerns have become more prominent in policy-setting globally, driven by the
ever increasing disasters caused by carbon pollution. The Group’s foray into the renewable energy business started in the early
2000s with the setting up of a Bio-Integration Complex in Sabah, turning wastes from the palm oil value chain to renewable energy
is testament of our seriousness to deliver action that will reduce carbon footprint. Over the past years, TSH has continued to
undertake various transformation initiatives, big and small, towards emission reduction. We believe that every bit of effort counts
towards a more sustainable environment. These included the use of energy efficient lighting and turning off lights when they are
not needed. In FY2022, we also commissioned a rooftop solar panel installation at Ekowood’s factory in Perak. As a result, solar
energy now constitutes approximately half of its total energy consumption. We will continue to explore more renewable energy
projects including potential Biogas plant installation projects at our palm oil mills in Indonesia. In FY2023, TSH also began initiating
comprehensive energy monitoring measures across all our business segments. This is aimed at improving our data collection
approach to facilitate addressing any area for improvement. Additionally, TSH expanded the scope of our Greenhouse Gas (“GHG”)
accounting and inventory by incorporating employee commuting and business travel into our Scope 3 emissions.

Apart from climate change and environmental concerns, TSH has continued to focus on compliance with elements of material
matters such as labour practices, health and safety, industry certifications and anti-corruption, as well as other ESG-related
concerns. We are committed to actively protecting labour rights and eradicating human rights violations, as well as conducting our
business practices ethically and responsibly so as to create a safe, healthy, and motivated workforce that contributes to strong and
sustainable future for the Group. This SR2023 showcases in greater detail our continuous endeavours in ESG including the progress
and accomplishment achieved in FY2023.

Acknowledgements
cknowledgements

Overall, TSH had an exciting FY2023, marked with remarkable progress and achievements. These are mainly attributed to our
valued stakeholders, each of whom has made valuable contributions to our ESG initiatives and collectively helped shape us to be
more resilient and sustainable.

I would like to extend the Board’s gratitude to the entire workforce of TSH for your commitment to ensuring we remain relevant
within the palm oil industry as well as your trust in the Management. To my fellow Board members and management teams, thank
you for the continuous support and guidance throughout FY2023. This support has been instrumental to the Group’s continuous
evolution as we strive to fulfil our sustainability agenda.

Datuk Kelvin Tan


an Aik Pen
Chairman, Co-Founder, Non-Independent Non-Executive Director

ANNUAL REPORT 2023 021


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

INTRODUCTION

ABOUT TSH

TSH is a well-established organisation within the palm oil industry. The Group owns and operates a combined planted oil
palm area of approximately 39,000 Ha and a total of five mills in Malaysia and Indonesia. While the Group is involved in
diverse business operations, the cultivation of oil palm and processing of fresh fruit bunches (“FFB”) into crude palm oil
(“CPO”) and palm kernels (“PK”) is our primary business segment. The other business segments of TSH are:

SUSTAINABLE ENGINEERED
BIO-INTEGRATION FORESTRY HARDWOOD FLOORING

TSH has pioneered the TSH manages 95,010 Ha of TSH engages in the manufacturing,
development of a fully forest land in Ulu Tungud in promotion, and marketing of
integrated biomass and biogas Sandakan, Sabah. Out of this, engineered hardwood flooring
power plant in Kunak, Sabah. 3,387 Ha have been set aside under our wholly-owned
The Group has entered Power for conservation while the subsidiary, Ekowood International
Purchase Agreements (“PPAs”) Group manages the rest through Berhad (“EIB”). With a well-
with Sabah Electricity Sdn Bhd silvicultural treatment and natural established export market in
(“SESB”) by utilising by-products forest management. the United States, Europe,
from the palm oil value chain and and Australia, EIB provides
wastewater from our mills. sustainable building products
that are certified by the Forest
Stewardship Council (“FSC”).

MEMBERSHIPS IN ASSOCIATION

Throughout all our various business ventures, TSH maintains membership in the following associations and professional bodies:

ROUNDTABLE ON EAST MALAYSIA


SUSTAINABLE PALM OIL PLANTER’S ASSOCIATION
(“RSPO”) (“EMPA”)

MALAYSIAN INCORPORATED
TIMBER INDUSTRY BOARD SOCIETY OF PLANTERS
(“MTIB”) (“ISP”)

022 ANNUAL REPORT 2023


Corporate Report

Sustainability Report

SUSTAINABILITY HIGHLIGHTS

Industry Certification Employee Welfare

100% 1,506 units


Malaysian Sustainable Palm Oil (“MSPO”) of housing across plantations
certification for Malaysian estates and mills

Local Procurement Data Security Anti-Corruption

95% Zero Zero


of procurement budget number of substantiated incidences of corruption
spent on local vendors complaints concerning reported and action taken
breaches of customer privacy
and losses of customer data

Regulatory Compliance GHG Disclosures Biodiversity

Zero Inclusion of Scope 3 68 species of


disclosures (Employee flora and 110 species
incidences of regulatory Commuting & Business
of fauna documented
non-compliance reported Travel) in reporting
during biodiversity audits

Training ESG Reporting CSR


Framework
Approximately
Established ESG Reporting Total RM2.6 million
200,000 hours Framework to standardise spent on Corporate Social
of training provided to data collection methodology Responsibility (“CSR”)
workforce across business segments initiatives

Annual Report 2023 023


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

UNITED NATIONS SUSTAINABLE


DEVELOPMENT GOALS

As a publicly listed Malaysian company and


a responsible global entity, TSH is obliged to
support the nation’s aspirations of sustainable
development as per the UNSDGs. These are
a collection of 17 global goals that form a
roadmap towards socio-economic welfare,
environmental protection, and universal
peace and prosperity by 2030. Malaysia,
alongside other world leaders, officially
adopted all 17 goals and 169 targets of the
UNSDGs during the UN General Assembly on
25 September 2015.

TSH has expressed its support of the UNSDGs and identified eight relevant goals that can contribute meaningfully through
the business activities of the Group. These eight goals are aligned with our strategic sustainability pillars, material matters,
and goals.

Details of Adoption

UNSDGs Goal 3: Good Health and Well-being

The health and well-being of TSH’s employees continues to be a priority in FY2023 through the initiatives summarised below:

• Employee engagement activities such as Sports Day, bowling competitions, hiking, etc.
• First aid, fire fighting, safe chemical handling, and emergency response procedure training programmes
• Annual medical/health checks for plantation workers handling chemical/operating premix stations
• Trained medical professionals staffing estate and mill clinics for immediate occupational safety and health (“OSH”) response
• Essential healthcare coverage and benefits

UNSDGs Goal 6: Clean Water and Sanitation

TSH strives to ensure optimal use of water consumed and aims to increase the use of recycled water, such as through
rainwater harvesting.

Operations along riparian reserves apply strict control and management of water to prevent wastage.

UNSDGs Goal 7: Affordable and Clean Energy

TSH operates a Bio-Integration Complex in Kunak, Sabah that converts plantation by-products, such as empty fruit
bunches (“EFB”) and methane from palm oil mill effluent (“POME”) treatment, into renewable electricity.

Our subsidiary, EIB, has installed solar panels in FY2022 with a combined capacity of 1.5 MWp to support our energy
consumption.

024 ANNUAL REPORT 2023


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Sustainability Report

Details of Adoption

UNSDGs Goal 8: Decent Work and Economic Growth

As a commercial entity, TSH has consistently delivered financial and non-financial values for our stakeholders
through healthy earnings, dividends, and more. The Group has also contributed to indirect economic value-creation
through statutory payments to the government, salaries and benefits to our employees, payment of interest to financiers,
and the development of local supply chains.

TSH also continues our non-discrimination approach towards the workplace and maintains policies, such as the No
Child Labour Policy, Human Rights and Responsible Business Policy, Equal Opportunity and Discrimination Policy, Sexual
Harassment Policy, and Reproductive Rights Policy.

UNSDGs Goal 12: Responsible Consumption and Production

TSH places the utmost importance on ensuring our products are sustainable and strives to mitigate environmental
and societal harm. This message is driven across the entire organisation and supply chain. TSH also ensures product
traceability down to the plantation level for better scrutiny of our products.

By-products from the Group’s estates and mills are used to generate Renewable Energy (“RE”) through our bio-
integration complex. At the same time, POME from our mills is treated thoroughly using anaerobic ponds to prevent
any form of pollution to the surrounding environment.

UNSDGs Goal 13: Climate Action | Goal 15: Life on Land

The Group has placed environmental stewardship as a top ESG priority. Some of the initiatives achieved during FY2023
include:

• Monitoring and disclosing Scope 3 emissions on employee commuting and business travel
• Generation of RE using biomass and biogas to reduce fossil fuel dependency
• Maintaining zero burning, no deforestation, peatland protection, and biodiversity preservation
• A total of 35,017 Ha of the Group’s managed forests had been silviculturally treated as our contribution towards
sustainable forest preservation
• Annual High Conversation Value (“HCV”) and High Carbon Stock (“HCS”) management and monitoring

UNSDGs Goal 16: Peace, Justice, and Strong Institutions

TSH has in place robust policies and governance such as our Code of Ethics, Anti-Bribery and Corruption (“ABC”) Policy,
Whisle-Blowing Policy, and Transparency Policy.

The Group has also established an Integrity Unit (“IU”) that monitors and assesses corruption risks within TSH with
targeted training provided to all our employees on anti-corruption measures.

Annual Report 2023 025


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

SUSTAINABILITY APPROACH

SUSTAINABILITY COMMITMENT & COMPLIANCE

At TSH, our commitment is to be a progressive plantation company that emphasises sustainable production, social
accountability, and sound environmental management throughout all levels of our operations.

We endeavour to use the principles of sustainability to guide all decision-making and development processes. Meanwhile,
the Group makes the utmost effort to improve the implementation of sustainable practices within the organisation and
uphold due diligence as an integral part of our supply chain management.

TSH is further guided by our vision and mission:

VISION MISSION

To be a premier plantation To be a progressive plantation enterprise with


company committed to sustainability. an emphasis on sustainable production, social
accountability, and sound environmental management.

SUSTAINABILITY POLICY

To achieve our purpose of multiplying value for businesses, economies, society, and the planet, we need to ensure we have
a robust business model and that our strategy is both responsive and progressive. This requires an integrated approach to
value-creation that takes into account the risks and opportunities presented by our operating environment matching the
needs of our stakeholders, as well as aligning to our aspirations.

Our Group-wide Sustainability Policy (“GSP”) highlights TSH’s recognition of its duty to operate responsibly while simultaneously
striving to create shared value, preserve the environment, contribute to society, and achieve its business objectives across all our
business sectors. The Group will comply with all applicable laws in all of its operations and minimise risks and impacts through
the development of robust systems, processes, and resources in ensuring that its commitments are fulfilled and realised.

The key ESG Commitments and priorities of TSH outlined in the GSP are detailed below:

Environment Social Governance


No deforestation Respect the rights of local and Robust governance and
Protection of HCV indigenous communities compliance with laws and
Protection of peat areas Uphold labour standards and regulations
Adoption of Best Management employee rights Business integrity
Practices (“BMP”) Equal employment opportunities Data privacy and security
Zero burning and diversity Grievance Redressal Procedures
Protection of biodiversity Safe and healthy workplace Maintenance of MSPO, RSPO,
Net GHG reduction Emergency response in place and Indonesia Sustainable Palm Oil
Responsible material usage Traceability and supply chain (“ISPO”) certifications
Effective waste and effluent management
management
Protection of water and soil quality

The GSP is accessible on our Sustainability website at https://www.tsh.com.my/sustainability/our-commitment/.

026 ANNUAL REPORT 2023


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Sustainability Report

ADVOCATING SUSTAINABILITY

Advocating for robust sustainability integration throughout TSH is important to ensure a culture that values sustainability
alongside financial value-creation. This will allow for a more comprehensive adoption of the Group’s existing policies while
helping manage potential ESG-related risks.

Throughout FY2023, TSH held a series of advocacy sessions and initiatives with internal stakeholders from our various business
units. The goal of these sessions was to raise awareness among the workforce on sustainability and enhance their ESG knowledge.

In addition, we also conducted a Group-wide Climate Change Programme themed “Act Now, Save Tomorrow: Fight Climate
Change Today!” during the year, comprising webinar series and roadshows on a variety of climate-related topics. One of the
highlights of our programme was on Green Community Award which recognised the most outstanding company accommodation
in terms of green criteria.

Climate Change Programme


“Act Now, Save Tomorrow: Fight Climate Change Today!”

Virtual Launching Ceremony by Chairman

3 Days Webinar Series: Knowledge Sharing Webinar & Forum “Climate Change and Us”

Day 1
Climate Change and Us: Understanding Climate Risks in the Palm Oil Industry

Day 2
Climate Change and Us: Why Sustainable Palm Oil?

Day 3
Climate Change and Us: You Can be the Change!

Roadshows & Briefings across TSH

Rewards & Recognition for Green Community

Winners for Green Community Award

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SUSTAINABILITY REPORT

OUR SUSTAINABILITY JOURNEY

Start

1997 2003 2005

Forest Rehabilitation and FSC Certification First Bio-Energy


Environmental Conservation for Ekowood Plant
Concession in Ulu Tungud,
Sabah 2011

PEFC Certification
for Ekowood

2016 2014

TSH First RSPO Became


Certification RSPO member

2019

MSPO certifications
for all mills and
estates in Sabah
Sep 2020 2021

Released of Sustainable TSH First


Palm Oil Policy ISPO Certification

Oct 2022

Establishment
of Corporate ESG
Department
2022 Nov 2022

Installation of Formation of
Solar Panel in Ekowood ESG Governance
Structure
Mar 2023

Establishment
of First Group-wide
Materiality Matrix and
Sustainability KPI Apr 2023 Jul 2023

Establishment Roll Out of ESG


of Group-wide Supplier Evaluation
Sustainability Policy
Jul 2023

Establishment
We Are Here of ESG Reporting
Framework
Nov 2023

Roll Out of
Climate Change
Programme

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AWARDS AND RECOGNITION

TSH is deeply engaged in various initiatives to ensure we remain at the forefront of sustainable practices and contribute
significantly to a more sustainable future. We are delighted to have received the following recognitions in 2023 for our
plantation and engineered hardwood flooring businesses:

Awards and Certifications Awarding Bodies

Award for PT Laras Internusa for its commitment to “No Child Labour” within the Indonesian Ministry of
oil palm plantation sector Labour

Award for PT Andalas Wahana Berjaya for its commitment to “No Child Labour”
within the oil palm plantation sector

Award for PT Bulungan Citra Agro Persada for its commitment to “No Child Labour”
within the oil palm plantation sector

Zero Accident Award was awarded to PT Laras Internusa on Performance in Bupati Pasaman Barat
Implementing Safety and Health Programmes to achieve 153,638,848 man-hours
without work-related accidents from 1 January 2020 to 31 December 2022

Award for PT Sarana Prima Multi Niaga in recognition of timely submission of foreign Bupati Kotawaringan
investment activity reporting Timur

Award for Ekowood International Berhad for Timber Industry Award (Floorboards) Malaysian Timber
Industry Board

ASSESSING MATERIALITY
GRI 3-1, GRI 3-2, GRI 3-3

Materiality is a fundamental component of TSH’s value-creation journey that allows us to identify ESG topics with the
most significance to the Group’s business and stakeholders. This concept of materiality guides the strategic planning of
our sustainability initiatives, allowing us to report on relevant economic, environmental, social, and governance risks and
opportunities.

By identifying and reviewing our material topics periodically, the Group ensures that we are responding appropriately to the
concerns of our stakeholders, as well as relevant legislative requirements. This allows us to maximise our ability to adapt to
rapidly evolving market conditions.

The outcome of the materiality review process guides the disclosures and contents within this SR2023. Linking our disclosures
to key material ESG topics allows us to report under the appropriate GRI standards more relevant to our operating model
and strategies.

The Group had conducted an in-depth materiality assessment in FY2022 to identify key material topics relevant to TSH.
The FY2022 matrix adopted these processes to determine material matters:

Understanding Identifying the Actual and Prioritisation of Topics Based Confirmation of Final
the Organisational Context Potential Impact/Opportunities on Impact Rating Material Topics
of Topics

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SUSTAINABILITY REPORT

In FY2023, we reviewed the Group’s materiality matrix again and concluded that the key material topics identified in FY2022
still hold significant relevance to our operations; therefore, they were maintained for FY2023. The Group aims to review and
update our materiality matrix in future reporting.

Below is TSH’s materiality matrix:

Legend: Medium Importance High Importance Critical Importance

2
IMP O RTAN CE TO STA KEH OL DERS

8
4
9 7

13 6
12 5

14
10
11

Medium Critical
IM P O RTAN CE TO TSH

Environment Social Governance


5 Climate Change and Emissions 1 Labour Practices and Standards 2 Anti-Corruption, Corporate
6 Biodiversity 4 Health and Safety Governance, and Compliance
11 Water 7 Human Rights and Community
3 Industry Certifications
12 Waste and Effluents 8 Supply Chain Management
10 Data Privacy and Security
13 Energy Management 9 Diversity
14 Materials

UNSDGs Impacted UNSDGs Impacted UNSDGs Impacted

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​ESG & SUSTAINABILITY KEY PERFORMANCE INDICATORS – TARGETS AND ACHIEVEMENTS

TSH is committed to continue integrating sustainable practices into our business operations. In achieving our ESG &
Sustainability-related Key Performance Indicators (“KPIs”), we were guided by the materiality topics identified as well as the
strategic directions and vision of the Board and Management.

The Group has adopted the following targets which paved the way for TSH to make a concerted effort towards driving
effective ESG adoption within the Group:

Material Topic KPI/Target FY2023 Performance

Environment

Climate Change Begin monitoring and reporting Scope 3 emissions Successfully rolled out monitoring and reporting
and Emissions (in-house employee commuting and business travel) by of Scope 3 emissions, particularly in-house
FY2023 employee commuting and business travel data

Biodiversity Maintain existing areas of HCV located within estates by Conducted regular monitoring of HCV as
conducting monitoring and annual wildlife population required
assessments

Conduct soil conservation treatment by growing beneficial Soil conservation treatment was conducted
plants and monitoring HCV areas regularly and beneficial plants were grown.
Integrated Pest Management (“IPM”) was
employed to reduce reliance on chemical
spraying

Water Monitor water consumption and ensure consumption is The average process water consumption for mills
less than 1.5 m3/MT FFB for mills was 0.95 m3/MT FFB

Ekowood – monitor water consumption according to the Process water consumption for Ekowood was
production output for 25,000 m2 and ensure consumption 0.23 m3/m2
is less than 0.30 m3/m2

Waste and Continue tracking scheduled and non-scheduled waste Scheduled and non-scheduled waste data were
Effluents data for each business segment tracked accordingly for all business segment

Conduct monthly lab testing of water quality to ensure BOD and COD are within permissible levels
biological oxygen demand (“BOD”) and chemical oxygen
demand (“COD”) are within permissible limits

Energy To implement energy-saving initiatives Energy-saving initiatives were continuously


Management implemented

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Material Topic KPI/Target FY2023 Performance

Social

Labour Ensure the Grievance Mechanism is communicated to the The Grievance Mechanism was communicated
Practices and entire workforce through training/induction programmes accordingly
Standards or refreshers

Commence engagement survey for Management staff An engagement survey was conducted for the
Management staff

Maintain zero breaches of labour laws and standards on: Zero breaches of any labour law and standards
• No child labour • Housing standards recorded
• Minimum wage • Water quality supply

Diversity Achieve zero incidences of discrimination Zero incidents of discrimination recorded

Health and Maintain zero work-related fatalities One fatality case recorded
Safety
Reduction of health and safety incidents annually based on Refer to page 62 for the details of Loss Time
the Lost Time Injury Frequency Rate (“LTIFR”) Injury (“LTI”)

Conduct Hazard Identification Risk Assessment and Risk HIRARC assessment was reviewed accordingly
Control (“HIRARC”) assessment review at least once every
two years

Conduct at least one training session on emergency Fire fighting trainings conducted
scenarios

Conduct Health, Safety, and Environment (“HSE”) audits HSE audit was conducted annually
annually

Human Rights Maintain allocation of RM1 million for CSR spending A total of RM2.6 million was spent on CSR
and Community

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Material Topic KPI/Target FY2023 Performance

Governance

Supply Chain Source materials from local suppliers (based on each All business segments achieved their target of
Management business segment’s definition of “local”): local suppliers, where Group spending on local
suppliers was 95%
• Indonesia Operations – 95%
• Sabah Operations – 100%
• Ekowood – 20%

Establish a supply chain evaluation process for main ESG Supplier Questionnaire was established and
suppliers to assess their compliance with the Group’s shared across registered suppliers and vendors
environmental and social policies

Anti-Corruption, Provide anti-corruption and anti-bribery training for the 100% of all relevant workforce have received
Corporate entire workforce anti-corruption and anti-bribery training
Governance,
and Compliance Include corruption risk in the Group’s annual risk Corruption risk was included in the Group’s
assessment annual risk assessment

Maintain zero incidents of corruption Zero incidents of corruption recorded

All Board members attend at least one training/refresher All Board members attended an update session
session on ESG-related issues annually on ESG-related matters

Industry Achieve RSPO certification for all the Group’s mills and RSPO approved TSH’s Timebound Plan (“TBP”)
Certifications estates in August FY2023

RSPO certifications for all Indonesian plantation


and mills are targeted to be completed by FY2025

Maintain FSC, Programme for the Endorsement of Forest All certifications were maintained
Certification (“PEFC”), and ISO 9001 certifications for
Ekowood

Data Privacy Zero number of substantiated complaints concerning Zero number of substantiated complaints
and Security breaches of customer privacy and losses of customer data concerning breaches of customer privacy and
losses of customer data recorded

Conduct at least one risk assessment on TSH’s Information IT risk assessment was conducted accordingly
Technology (“IT”) infrastructure annually

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SUSTAINABILITY REPORT

STAKEHOLDER ENGAGEMENT

TSH recognises the importance of actively involving our stakeholders and proactively handling these relationships. We
understand that maintaining open and effective communication with stakeholders is essential for preserving our reputation
as a reliable and responsible corporate entity. By carefully considering the valuable feedback provided by our stakeholders,
we remain responsive to their evolving interests and concerns, incorporating these perspectives into the formulation of our
long-term sustainability strategy.

The table below further elaborates on the Group’s value-creation efforts for each of our stakeholders by addressing their needs
and concerns while also highlighting the crucial advantages and opportunities these relationships can have on our business.

Area of Concern Achieved Outcome Engagement Method

Customers

Better understanding of issues/complaints • Formal and informal meetings and


Product quality and quantity
from customers and provided immediate visits
according to contract agreement
responses to address problems. • Customer service channels
• Customer survey and feedback
Product delivery within the Improved customer satisfaction with product
exercise
agreed period quality, quantity, and delivery.
• Training organised by customers

Employees

Improved understanding of employees’ • Company intranet


Operational excellence and
workplace and job concerns. • Department meetings
financial performance
• Performance appraisals
Create awareness of TSH’s values, culture,
HSE management and and staff welfare policies. • Employee engagement events and
improvements training
• Multichannel engagements such as
Training and career development Welfare Committees, Social Impact
Assessments (“SIAs”), grievance
procedures, etc.
Employee welfare and benefits

Work-life balance

Adequate infrastructure

Minimum wage or a Decent


Living Wage (“DLW”)

Suppliers and Contractors

Create awareness of TSH’s policies through • Contract negotiations/tenders


Quality of products/services and
supplier and contractor pre-qualification • Formal and informal meetings and
fair pricing
assessments. briefing
• ESG Supplier Questionnaire
Awareness and compliance Standardisation of tender procedures and
with TSH’s policies concerning contracts.
suppliers and contractors

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Area of Concern Achieved Outcome Engagement Method

Government and Regulators

Improved visibility of government policies • Meeting engagements and dialogues


Licenses, approvals, and permits
and the nation’s growth agenda and the role with regulators
we can play in supporting the government’s • Discussions on service requirements
Regulatory reporting on commodity targets.
• Participation in government and
compliance with the latest
regulatory events
regulations and requirements

Support for government policies


and initiatives for the industry

HSE requirements

Investors

Investors achieved a stronger understanding • Analyst and investor briefings


Business performance and
of TSH’s value-creation model, our strategies, • Announcement of financial results
dividend payout
and the sustainability of our business which, in
• Announcement of company updates
turn, helps attract capital investment.
and development
Sustainability of business model
• Investor relations portal
Corporate governance and • Annual General Meetings (“AGMs”)
regulatory compliance • Investor Questionnaire

Clarification of media reports

Local Community and Smallholders

Amicable solutions to conflicts and • Town hall meetings


Pricing mechanisms and crop
grievances. • Community outreach activities and
quality for smallholders
development programmes
Enhanced agricultural practices among
• Various other meetings,
Community development smallholders and more awareness of policies
engagements, and dialogues
programmes such as and commitments to sustainable palm oil
infrastructure and utility production.
development

Progress updates on the Plasma


Scheme

Land-related claims and


compensation

Agricultural practices for


smallholders

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Area of Concern Achieved Outcome Engagement Method

Civil Societies and NGOs

Better understanding of TSH’s sustainability • Formal and informal meetings,


ESG-related concerns
policies, practices, and initiatives. engagements, and dialogues

Human rights issues including Development and implementation of shared


wages and housing initiatives.

Industry and Certification Bodies

Updated sustainability practices based on • Formal and informal meetings,


Relevant issues and updates in
certifications and corresponding audits. engagements, and dialogues
the industry
• Regular reporting
Compliance with all relevant policies and
• Site visits and audits
Governance and compliance the latest requirements set by industry and
with relevant statutes and certification bodies.
regulations

Progress with RSPO, MSPO,


and/or ISPO certifications

In-house Trade Unions

A minimum wage policy was implemented to • Welfare committee and/or in-house


Implementation of minimum
ensure all employees receive a fair and livable trade union meetings
wage
wage.

Freedom of association Welfare Committee meetings are held every


quarter with the participation of the workers’
representatives.

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GOOD GOVERNANCE AND ECONOMIC RESILIENCE

SUSTAINABILITY GOVERNANCE STRUCTURE

All ESG and sustainability matters within TSH are managed


via the Group’s sustainability governance – a leading
priority for the Group which is monitored by our Board.
The Board deliberates on ESG and sustainability priorities
and identifies relevant risks and opportunities that may
arise in the short, medium, and long term. These are then
integrated into the Group’s overall strategies, operations,
and key targets.

The Board of TSH further supervises all matters related the Group are well-represented on these committees to
to sustainability within the Group through the SSC, with ensure the effective implementation of our sustainability
distinctive Terms of Reference (“TOR”) established for the agenda across the operations.
committee to ensure clear accountability. The committee
meets regularly to oversee the Group’s sustainability Through consistent engagement with key stakeholders,
objectives and key performance indicators. pertinent issues are escalated for further deliberation and
remediation before the SSC. The feedback arising from our
To ensure successful implementation of sustainability stakeholder engagements is used to prioritise focus areas
initiatives at the operational level, TSH has established the and identify appropriate solutions, where relevant. This
Sustainability Working Group (“SWG”). They are entrusted helps us to better understand societal concerns and navigate
to effectively address ESG and sustainability-related issues our business through an ever-evolving environment.
and the priorities of each of our operations, as well as
ensure sustainable practices are fully embedded in each
business segment. The different business segments within

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SUSTAINABILITY REPORT

TSH’s Sustainability Governance Structure:

BOARD OF DIRECTORS

Leads the Company in its overall


sustainability strategy
Provides oversight on all sustainability and Board of
climate-related risks and opportunities Directors
Endorses the Company’s sustainability
initiatives
Reviews and approves sustainability
policies and disclosures

SUSTAINABILITY Group
STEERING COMMITTEE Managing Director

Leads the implementation of sustainability GM


initiatives at the Management level, and Environmental, Social
monitors progress & Governance
Develops and executes material ESG Department
SSC

05
sustainability matters and sustainability- Secretary

related policies for the Company


Reports to the Board on progress of
sustainability initiatives
Advises the Board on key sustainability
AGM GM GM GM AGM GM GM Head Head
issues Sustainability Palm Oil Mills Plantation Group HR Procurement Finance SAP & IT of Ekowood of Sabah

SUSTAINABILITY Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal: Data Focal:
WORKING GROUP
03 04 11 12 11 12 01 09 08 01 01
02 10
Implements sustainability initiatives at the
06 13 13 Admin HQ 14

operational level 04 07 14 14

Collects regular performance data on


SWG

11 12
key sustainability issues for performance 13
benchmarking and sustainability
disclosures
Proposes relevant sustainability initiatives
to the Committee
Note: This SSC chart is updated as of November 2023.

Data Champion
Accountable for the relevant Material Material Sustainability Matters (MSM)
Sustainability Matters for Indonesia
Environment Social Governance
Operations & HQ.
05 Climate Change 01 Labour Practices and 02 Anti-Corruption,
and Emissions Standards Corporate Governance
Data Champion and Compaliance
Accountable for the relevant Material 06 Biodiversity 04 Health and Safety
03 Industry Certifications
Sutainability Matters for Sabah 11 Water 07 Human Rights and
Operations & Ekowood respectively. Community 10 Data Privacy and
12 Waste and Effluent Security
08 Supply Chain
13 Energy Management Management
Data Focal
14 Materials 09 Diversity
Shall coordinate and consolidate data
with respective Data Owners.

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SUSTAINABILITY REPORT

The sustainability governance framework is reinforced by a strong collection of governance frameworks and policies that
oversee sustainability at TSH in the areas of finance, environment, sustainability, and governance.

Remuneration Whistle-Blowing
Board Charter ABC Policy
Policy and Procedures Policy

Code of Ethics Director’s Fit and Code of Ethics for Audit


for Employees Proper Policy Company Directors Committee TOR

Nomination and
Remuneration Committee Group Sustainability Policy Transparency Policy
TOR

These policies can be accessed on our website at https://www.tsh.com.my/investor-relations/corporate-governance.

UPHOLDING ETHICAL CORPORATE GOVERNANCE PRACTICES


GRI 205-1, GRI 205-2, GRI 205-3, GRI 418-1

Responsible and ethical governance practices foster trust financial and legal risks that may arise from corrupt practices.
and credibility among stakeholders. It also ensures all of the Additionally, they contribute to a level playing field in the
Group’s operational practices are in line with local laws and industry, promoting healthy competition and innovation.
regulations, preventing costly fines and the risk of litigation.
At TSH, we prioritise our duties as a responsible corporate
Our Code of Conduct and Ethics is a baseline set of entity and adopt a holistic approach to uphold high ethical
requirements that defines how we treat employees, standards in our business practices. The ABC Policy was
customers, suppliers, shareholders, and communities around adopted by the Group in FY2020 to promote a culture
the world. It also empowers employees to recognise and of integrity, transparency, and compliance. The AC has
report integrity and compliance issues and to contribute oversight responsibilities for matters of ethics, integrity,
towards upholding a work environment where everyone is and anti-corruption. At the operational level, TSH’s IU, is
treated ethically and with respect. given the responsibility of managing bribery and corruption
cases, as well as providing an assessment of the related
We recognise that promoting ethical business practices risks involved. TSH’s Human Resources Department (“HRD”)
requires on-going communication and awareness-raising has also been entrusted with keeping records on gifts and
efforts. These efforts ensure our employees are equipped hospitality received and/or given by TSH employees.
with the knowledge and skills necessary to conduct business
ethically and responsibly. In line with TSH’s zero-tolerance position on bribery, the
Group provides a safe and confidential channel for all
ANTI-CORRUPTION employees and external parties to report any wrongdoing.

Maintaining a strong anti-corruption stance demonstrates


TSH’s commitment to integrity and fairness, which protects
our reputation. Anti-corruption measures also help prevent

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Anti-Bribery and Anti-Corruption Training

ABC training remains essential for TSH to foster better understanding and enforcement of the Group’s ABC policies and
practices. Board members are entrusted to lead from the top to develop the Group’s ability to govern whilst simultaneously
maintaining a high level of integrity. The Board has received important ABC training aligned with their leadership attributes
and experience.

Board members, Heads of Department (“HODs”), and senior-level decision makers have all been exposed to anti-corruption
training or refresher activities throughout FY2023 to enable them to continue performing their fiduciary and statutory duties.

TSH is determined to ensure all employees attend the Group’s annual ABC training or refresher course, which covers important
segments of anti-corruption topics as below:

Training Agenda Training Objective Training Outcome

Overview of the ABC Framework Deploy various All employees are


communication tools compliant with ABC Laws
and methods to raise
ABC Policy
awareness of the ABC
Create a culture of integrity
Policy and the Group’s anti-
within TSH
Governance structure and corruption risk bribery and anti-corruption
management stance
Establish an ethical
workplace and highlight
Managing transactions & business ethics Create awareness in
the importance of
the organisation of the
employees’ role in
Employees responsibility for managing TSH’s importance of employees
preventing bribery and
external parties in preventing bribery and
corruption
corruption

Other enforcement and monitoring efforts

Making a report

Employee Category
% Attendance
Board of Directors 100
Managerial Level Staff 100
Executive Level Staff 100

In FY2023, there were no confirmed incidents of corruption and action taken.

Risk Management model, internal concerns, and processes. The Board


discharges its oversight role on risk management through
Managing risks is vital for TSH to assess, identify, and assessment of potential threats and identification of action
mitigate potential threats that could impact our operations, plans to mitigate all the underlying risks, industry, and
profitability, and assets. By actively managing risks, the operational challenges.
Group can make informed decisions to protect our business
operations and ensure long-term resilience. For more detailed information on our Risk Management
process for FY2023, kindly refer to the Statement on Risk
TSH continues to review its strategies, businesses, and Management and Internal Control section of our Annual
operational risks in tandem with changes in the external Report (“AR2023”).
operating environment as well as any changes to its business

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INDUSTRY CERTIFICATIONS achieved our first MSPO and ISPO certifications both in
FY2019. Meanwhile for RSPO, we refreshed our certification
As stakeholder interests have diversified over the recent roadmap in FY2023, setting a target to be 100% certified
years, so have the different sustainability standards that by FY2025 for Indonesian plantation and mills. This was also
govern the oil palm industry. These standards have evolved reported to RSPO through a revised TBP approved in August
to fulfill these different priorities and expectations, allowing FY2023.
the industry to accommodate different perspectives.
Industry Certifications
At TSH, the main sustainability certifications we subscribe to
are based on the country we operate in. In Malaysia, this
is the MSPO certification while our Indonesian operations 44% All estates
adopt the ISPO certification. At the same time, the Group RSPO
has voluntarily adopted the RSPO certifications and is 60% All mills
aiming for the International Sustainability and Carbon
Certification (“ISCC”) in the near future. This is to cater to a 100% Malaysian estates
wider landscape of palm oil user requirements, including the MSPO
production of low-carbon palm oil for biofuel. 100% Malaysian mill

As an RSPO member since FY2014, the Group has been ISPO 36% Indonesian companies
working towards achieving sustainability certification for all
our mills and estates across Malaysia and Indonesia. We

For FY2023, the Group’s breakdown for palm oil products is as follows:

Annual Production (MT)1


Malaysia Indonesia Total
CPO 2
61,000 172,000 233,000
Certified Sustainable Palm Oil (“CSPO”)3 5,000 66,000 71,000
PK 4
17,000 31,000 48,000
Certified Sustainable Palm Kernel (“CSPK”) 5
1,000 12,000 13,000

Notes:
1
Figures rounded up to the nearest thousand.
2
CPO annual production data is directly extracted from the system.
3
CSPO annual production is determined by multiplying the total FFB received from certified estates by the Oil Extraction Rate (“OER”).
4
PK annual production data is directly extracted from the system.
5
CSPK annual production is determined by multiplying the total FFB received from certified estates by the Kernel Extraction Rate (“KER”).

DATA PRIVACY AND SECURITY

Protecting the privacy and security of our customers’ data is essential to TSH’s sustainability agenda and overall approach.
By prioritising data privacy and cyber security, we can build trust with our customers and protect our reputation as a responsible
and trustworthy company.

TSH adheres to the Personal Data Protection Act 2010 (“PDPA”) aimed at protecting the personal data and privacy of
individuals. We recognise the significance of safeguarding personal data, especially within the realm of commercial
transactions. Personal data is secured through a robust IT-based data protection system with access restricted only to selected
employees who require such information for business use.

In addition, our IT department continually enhances our cyber resilience capabilities through strategic initiatives such as
strengthening corporate firewalls, enhancing email security, and implementing file security measures.

FY2023 saw TSH continued to maintain its track record for zero number of substantiated complaints of customer privacy and
losses of customer data.

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Ethical Supply Chain

It is important to TSH that our service providers also uphold the Group’s commitment to conducting business with the utmost
integrity within their businesses. This will ensure the creation of a sustainable business relationship which is based on integrity,
honesty, accountability and compliance with applicable laws and regulations.

TSH’s supply chain includes several parties, namely our vendors, suppliers, contractors and agents, in which key safeguards
are in place to further reinforce TSH’s ABC policy.

TSH placed equal importance on an ethical supply chain involving compliance with No Deforestation, No Peat and No
Exploitation (“NDPE”) requirements given the direct impact on traceability. As such, we continue the proactive approach of
engaging suppliers to highlight TSH’s policies and guidelines as well as improve our traceability scores.

TSH policies also address ESG factors including:

Occupational Gender and


Child Labour Forced Labour
Safety and Health Racial Discrimination

Excessive Freedom
Equal Opportunities Energy Use
Working Hours of Association

Climate Change Water and Waste


Biodiversity
Impacts Resource Use Management

WHISTLE-BLOWING POLICY Although the concerns raised are strictly confidential, they
may be revealed on a need-to-know basis to facilitate the
Adopting a robust whistle-blowing mechanism promotes investigation process. Save as required by law, the identity
a culture of transparency and accountability. By protecting of the whistle-blower will not be disclosed without the prior
employees and stakeholders who speak up, the Group consent of the whistle-blower.
can detect and address issues early, preventing potential
financial and reputational threats down the line. Whilst the whistle-blower is not expected to prove the truth
of an allegation, they will need to demonstrate that there
TSH has established a Whistle-Blowing mechanism which is are sufficient grounds for concern. Insufficient details may
governed in accordance with the Group’s Whistle-Blowing impede the investigation and resolution of the concern
Policy. Any Group employee who reasonably and in good raised.
faith believes that some form of malpractice has occurred
in the workplace is empowered by our policy to report it Stakeholders may also raise concerns to the Senior
immediately to their line manager. However, if for any reason Independent Non-Executive Director of TSH by submitting
the employee is reluctant to do so, then reports can also be them in a sealed envelope marked “Private and Confidential”.
made to either the Group Managing Director (“GMD”), AC
Chairman, or Company Secretary.

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Initial inquiries will be conducted to decide whether an MECHANISATION AND AUTOMATION


investigation is appropriate and, if so, what form it should
take. Some of the concerns may be resolved by agreed action Technology and innovation are crucial to ensure the
without the need for investigation. Where appropriate, the competitiveness of TSH’s oil palm industry in the local and
matters raised may be investigated by management, internal global markets. Hence, the adoption of mechanisation and
audit, or through the disciplinary process, be referred to the automation is vital to increase the efficiency and productivity
external auditor; and/or form the subject of an independent of our oil palm plantations.
inquiry. The outcome of such investigation will be reported
to the Board for appropriate action. ESTATE OPERATIONS

Details of the procedures set out in the Whistle-Blowing Policy Leveraging technology, the Group has actively begun
are made available on the Company’s website at https:// examining innovative options in automation and
www.tsh.com.my/investor-relations/corporate-governance/. digitalisation.

For FY2023, there were zero confirmed cases of corruption We have consistently endeavoured to mechanise, automate,
received through the whistle-blowing channel. and enhance the processes within our oil palm plantations
to boost production and operational efficiencies. We have
CHAMPIONING SUSTAINABLE implemented a mechanised grabber solution across our
ECONOMIC PROSPERITY estates to facilitate the efficient loading of FFB into the
GRI 204-1 evacuation transport system. This approach reduces reliance
on manual labour, reduces loading time, and consequently
A sustainable and robust business model is essential to leads to a quicker turnaround and enhanced operational
maintain long-term value-creation for our stakeholders. efficiency.
By improving the efficiencies of processes across our
operations, investing in sustainable technologies, and Additionally, we have integrated battery-powered
working on innovative ways to achieve our plantation yield, wheelbarrows to expedite the evacuation of FFB by
TSH pursues economic growth without compromising on mitigating the physical effort required. This allows operators
the environment and well-being of our people and the to transport larger quantities of FFB more effectively. The
surrounding communities. use of battery-powered wheelbarrows not only reduces
the manual exertion needed to push heavy loads but also
As a responsible corporate citizen, we endeavour to make a minimises the risk of strain-related injuries for our workers
positive contribution to the economy, creating value not only for
our investors but also for the communities and the environment. OPTIMISATION USING DRONE AND LIDAR TECHNOLOGY

For many years we have been looking at economic The integration of drones into agriculture signifies a pivotal
sustainability as one of the major drivers of business step towards a future marked by increased efficiency,
success. Our goal is to achieve profitability while ensuring productivity, and environmental awareness. In the
environmental issues and social needs are not compromised. context of TSH, the designated Geographic Information
We also aim to establish an optimal capital and debt Systems (“GIS”) teams on site strategically deploy drone
composition by improving our capital efficiency and technology, with central management from our main office
controlling our capital costs at the same time preserving the in Kuala Lumpur. Drones play a multifaceted role, primarily
right balance of enhancing growth and shareholder returns, in mapping planted and unplanted areas, providing detailed
while preserving a strong financial basis. imagery for precise updates to the stand per hectare
(“SPH”). This includes counting palms, identifying flooding
By improving our financial and business performance, the issues, highlighting vacant areas, and tracking new planting
organisation could provide shareholders’ returns, make tax or replanting activities.
payments which support socio-economic factors including
job creation and infrastructure development and also make Additionally, drones contribute to the proactive evaluation
donations and contributions to the community. of critical plantation infrastructure, such as roads, bridges,
and drains, through aerial mapping. This approach ensures
For more detailed information on our economic performance the longevity and functionality of infrastructure, preventing
and development for FY2023, kindly refer to the Management disruptions and enabling timely maintenance interventions.
Discussion and Analysis (“MD&A”) sections of our AR2023.

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In alignment with our HCV approach, drones monitor these areas, preventing encroachment and ensuring compliance
with conservation guidelines. High-resolution aerial imagery aids in the accurate identification and mapping of HCV zones,
facilitating targeted conservation efforts.

The drones are equipped with Light Detection and Ranging (“LiDAR”) technologies to enhance topographical understanding.
LiDAR assists in inspecting bund levels, ensuring embankment integrity, and optimising land use based on precise elevation,
slopes, and contours.

Drone operated by on-site GIS team

Drone surveillance of oil palm plantations

MILL OPERATIONS

Another piece of technology which we have employed is enhancing the extraction rate of CPO through the use of high-
speed separator machines. The principles behind this process align with common practices among the other industries for
separating phases based on density differences.

This technology further refines the separation of oil, focusing on reducing the heavy-phase sludge content, and ultimately
achieving minimal losses for heavy-phase sludge.

By leveraging the principles of centrifugal separation, this process efficiently extracts oil from sludge, with each stage
contributing to the enhanced purity of the separated components. Moreover, utmost priority is given to compliance with
environmental and safety standards in the design and operation of such systems.

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DIRECT AND INDIRECT ECONOMIC IMPACTS sustainable returns to our shareholders. On top of aligning
with the profitable agenda, the Group’s strategy and
As the ESG framework becomes embedded into corporate planning are also meeting the principles of being pro-social.
development strategies and operational management The real payoffs for focusing on ESG issues have certainly
processes, the relationship between ESG and financial extended towards job creation, supporting local businesses,
performance has been further scrutinised. For many and driving local community development.
organisations wishing to remain competitive, ESG measures
such as reducing waste, strengthening relationships with The value realisation from the Group’s internal strategies
external stakeholders, and improving risk management and provides direct impetus towards external value-creation
compliance are now table stakes. where stakeholders along our value chains become the main
beneficiaries. Together, they demonstrate TSH’s commitment
TSH is providing real economic value-creation from its to not only our prosperity but also the well-being of our
operations by way of business growth and providing stakeholders.

Productive and high-performing workforce

Reduce risks of losses, such as corruption or fines

Fair and equitable procurement practices

Efficient energy usage aligning to emission target

Improvement of community well-being

A complete breakdown of financial figures for FY2023 can be found in the AR2023 under the MD&A and Financial Performance
section.

ECONOMIC VALUE VS ENVIRONMENTAL FOOTPRINT TSH’s operational efficiency has been evaluated against
our environmental impact, specifically concerning carbon
Measuring economic performance against our environmental emissions. Thus far, we have been able to sustain economic
footprint allows the Group to assess the efficiency of our growth while offsetting much of our environmental footprint
operations in terms of resources and energy used, as well as through strategic optimisation of our operations.
environmental impact. This measurement helps TSH identify
opportunities for improvement and increase efficiency, Information on emission management measures and our
thereby enhancing economic value generation while driving efforts to drive operational efficiency can be found in the
environmental stewardship. Emission Management for Climate Resilience page 47.

FY2021 FY2022 FY2023


Carbon Emissions (tonnes/RM’million revenue) 0.23 0.22 0.25

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LOCAL PROCUREMENT AND SUPPLY CHAINS competent based on financial and background checks,
tax compliance, and compliance with legal requirements. At
TSH supports the local marketplace through responsible the same time, TSH actively seeks out options and alternatives
procurement practices that help foster local industries, from a diversified list of vendors to ensure our tender process
facilitate local knowledge transfer, and ensure shared remains robust, transparent and cost-effective.
prosperity for local communities. Fair and equitable
procurement practices strengthen trust with our external In FY2023, TSH extended its GSP to third-party suppliers,
providers and enable us to source for the most competitively aimed at helping them understand the commitment and
priced products and services that best fit our needs. emphasis that the Group places towards ESG. Additionally,
TSH established an ESG Supplier Questionnaire aimed at
Procurement is carried out under the Group’s procurement main active suppliers to uphold the Group’s ESG value and
practices and procedures. At the same time, the Group subsequently received a response from a majority of our
is continuously improving our general purchasing and active suppliers on the assessment. As a way forward action,
procurement practices to achieve a better tender process for TSH strives to incorporate ESG considerations as a criterion
vetting external providers. This requires all parties at every to achieve a more sustainable procurement process. This
level of the process to be transparent from pre-qualification will come under the Group’s lead and will be implemented
until the award and post-project evaluations. The Procurement progressively.
Department reviews new suppliers to ascertain if they are

The table below shows procurement data for all business units of the Group:

Supporting Our Local Suppliers

95% RM498 Million


Local Supplier Total Procurement Spent on Local Business

Based on our procurement data, approximately 95% of the process. Traceability also provides our consumers with
procurement spending in FY2023 was on local vendors. This the assurance that the products they purchase are ethically
refers to suppliers that operate locally within the country produced according to expected standards.
we operate in. The remaining 5% procurement was from
overseas suppliers primarily due to the nature of EIB’s TSH remains steadfast in our dedication to palm
hardwood flooring business which requires the purchase of oil traceability, in harmony with our pledges against
temperate hardwood species, as preferred by its customers. deforestation, new planting on peat, and burning. This will
Looking ahead, we intend to continue supporting local assist the identification and mitigation of any environmental
contractors and suppliers as strategic partners. and social risks within our supply chain.

We aspire to encourage and empower better ESG practices In FY2023, TSH has identified that 68% and 100% of our CPO
among our external providers, which includes the formulation and PK are traceable to the Group’s Malaysian and Indonesian
of due diligence guidelines for new and existing partners as plantations respectively. Overall, 90.84% of our CPO and PK
well as identifying suppliers. are traceable to the source supplied.

TRACEABILITY

Product traceability is a key aspect of TSH’s commitment


to transparency and accountability. It allows us to track our
products from our plantations to consumers, ensuring quality
control and sustainable practices are maintained throughout

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ENVIRONMENTAL STEWARDSHIP THROUGH SUSTAINABLE PALM OIL

TSH understands the inherent environmental risks associated with our business operations. As such, TSH actively undertakes
rigorous measures, guided by comprehensive regulations to ensure that all value-creation activities across our business units
cause minimal environmental harm.

Our approach to environmental management adheres to stringent standards, including those related to RSPO, MSPO and
ISPO. Additionally, we comply with all local laws and regulations in Malaysia and Indonesia.

EMISSION MANAGEMENT FOR CLIMATE RESILIENCE


GRI 305-1, GRI 305-2

Addressing climate change and emissions is not only about Additionally, our plantations are heavy generators of biomass
reducing TSH’s environmental footprint but also about waste. These come in the form of leaf fronds, mesocarp
understanding and preparing for potential impacts and fibers, palm kernel shells, and EFBs which are used as fuel
opportunities climate change may bring. By proactively for boilers to generate electricity.
managing our emissions and adapting to these potential
impacts, TSH ensures our long-term stability and affirms our Meanwhile, the energy generated from the biogas power
role in combatting climate change. plant is fully utilised towards meeting the complex’s steam
and electricity needs.
Presently, the Group has categorised the Scope 1 and Scope
2 emissions from FY2019 to FY2023 through a comprehensive TSH strives to adopt the best technology and practices
GHG Inventory Assessment. This assessment has enabled us to ensure high efficiency of biogas production and power
to look into the various aspects of our business segments generation to play a significant role in contributing to
and identify target areas that either contribute to or are the national renewable and green energy demands. This
susceptible to climate impacts. In our on-going commitment development also provides socio-economic benefits to the
to transparency and sustainability, we have embraced a surrounding area, where local employees are employed for
more comprehensive methodology as outlined in the GHG the operation of the plant.
Protocol Corporate Accounting and Reporting Standard.
We have also begun disclosing our Scope 3 emissions in The Group’s GHG absolute emissions can be categorised
FY2023 specifically emissions from employee commuting into the following sources:
and business travel.
Scope 1
Looking ahead, TSH is anticipating disclosing climate
change-related risk assessment, aligning with our aspiration Direct source emissions, which are generally on by
for compliance with the Task Force on Climate-Related mechanical and non-mechanical sources such as genset,
Financial Disclosures (“TCFD”) by the end of FY2025. boiler, fertilisers, open lagoons, and biomass land
This assessment will allow the Group to scrutinise specific application.
operational risks due to climate change impacts and the best
ways to build resilience.
Scope 2
BIO-INTEGRATION COMPLEX FOR RENEWABLE ENERGY Indirect source emissions linked to purchase electricity
consumption.
The Group’s Bio-Integration Complex in Sabah allows the
Group to make use of the waste by-products produced by
our plantation and mill operations. The main type of waste Scope 3
derived from CPO is POME which releases methane during
the treatment process. Indirect source emissions mainly associated with
employee commuting and business travel.

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For comparability across the 3 years, data from FY2021


Plantation’s GHG Intensity (tCO2 eq/MT CPO)
and FY2022 have been restated due to the expansion of
organisational boundaries in SR2023, as well as the revision
1.20 GHG Intensity
of emission factors and other data. All calculations are 1.20 tCO2 eq/MT CPO
based on methodologies from the GHG Protocol Corporate
Accounting and Reporting Standard and emission factors 1.15 1.15
from the International Panel on Climate Change (“IPCC”).
1.10
1.08
Total GHG Absolute Emissions (tCO2 eq)
1.05

283,337 1.00

274,051 0.95
269,259
0.90
FY2021 FY2022 FY2023

PRESERVATION AND CONSERVATION


OF BIODIVERSITY
GRI 304-1, GRI 304-2, GRI 304-3
FY2021 FY2022 FY2023
Biodiversity is essential for maintaining the ecological
balance, resilience, and long-term sustainability of the palm
Scope 1 Scope 2 Scope 3 Total oil industry. We recognise that preserving biodiversity in
palm oil production areas can help address concerns related
to deforestation, habitat destruction, and the displacement
In FY2023, the Group’s total absolute emission was 269,259 of indigenous communities. Adopting sustainable practices
tCO2 eq which is a 5% decrease from previous year emission that support biodiversity can contribute to a more ethical
as shown in the graph. and socially responsible palm oil industry.

The Group’s Scope 1 emission was reduced mostly caused by The Group’s strategic approach towards the protection and
non-mechanical sources such as lower EFB land application conservation of biodiversity in the areas we operate is guided
due to the selling off estates in Sabah. by the requirements of the industry certifications (RSPO,
MSPO & ISPO) and sustainability frameworks we adopt. We
In FY2023, TSH initiated the inclusion of Scope 3 emissions established GSP, Sustainable Palm Oil Policy (“SPOP”) and
in overall GHG accounting, with a specific focus on emissions procedures that are communicated and cascaded down to
associated with employee commuting and business travel. our operations in their local languages. The policies and
This encompasses tailpipe emissions generated during the procedures provide comprehensive guideline that ensures
travel to and from work. our operations do not result in unnecessary ecological harm.

As we embark on the path to align more closely with the GHG Our GMD primarily oversees the management and
Protocol, we acknowledge that this marks merely the initial development of our palm products business, in particular
phase. In the years ahead, we are dedicated to improving the in Indonesia whereas our Group Executive Director (“GED”)
precision of our emissions data and progressively integrating oversees the Group’s business and operations in Sabah.
Scope 3 elements into our reporting framework. The Heads of Estates (“HOEs”) at each site are responsible
for regular monitoring, implementation, and reporting on
various aspects of biodiversity, including but not limited to
the management plans for HCV areas.

At the same time, we have taken other measures such as


proactive fire prevention and robust reforestation efforts to
further strengthen the Group’s commitment to biodiversity
preservation.

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COMPLIANCE WITH CERTIFICATION STANDARDS

TSH’s approach to biodiversity management is deeply rooted in our commitment to meeting the stringent requirements
of the RSPO, MSPO, and ISPO certification standards. To maintain compliance, we remain dedicated to managing the
potential impacts our operations can have on the surrounding ecosystems. This involves diligently adhering to the regulations
of these certifications, encompassing areas such as pesticide use and reliance on IPM, responsible water and pollution
management, protection of natural water bodies and HCV areas, and the establishment of riparian buffer zones within the
Group’s plantations, among others.

In line with these requirements, we have aligned TSH’s internal policies and procedures to ensure that biodiversity conservation
and environmental management are integral considerations at all levels of our operations. A big part of this is our adoption of
the NDPE approach that ensures all plantation activities are conducted with minimal harm to the natural landscape.

As part of the certification requirements, TSH also regularly monitors and assesses HCV areas and the biodiversity within
our plantations. This rigorous approach not only ensures compliance with certification but also allows us to evaluate the
effectiveness of our HCV management approach.

THE HCV APPROACH

HCV protection is a central and unwavering commitment


within our conservation framework. It reflects our dedication
to preserving areas of high ecological, cultural, and social
value. These HCV areas play a crucial role in maintaining
biodiversity, supporting unique ecosystems, and
safeguarding habitats for rare and endangered species.

HCV areas were determined through assessments conducted


by experts, as part of RSPO policy and compliance. These
assessments also set out to identify flora and fauna species
that may require specific and targeted management.
A designated budget for HCV re-assessment has been
allocated to cover resources such as annual biodiversity
monitoring, satellite imaging monitoring, and establishing
a dedicated team for weekly drone monitoring. This topic Signboard boundary at estates
has also become a mandatory agenda for sustainability
meetings.

To enhance the control and protection of HCV areas, stringent


measures are being implemented, including the installation
of boundary markers, signboards, and route barriers.
These measures aim to ensure comprehensive control and
protection of HCV areas. We also prioritise local community
engagements through regular briefings and communication
sessions. These activities aim to raise awareness about the
importance of HCV protection and encourage compliance
with the set requirements.
Tree marking to indicate area of boundary

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FIRE PREVENTION

Forest fires pose a significant threat, capable of causing


catastrophic consequences if left unchecked. Beyond the
potential property damage to TSH, the implications extend to
the vital protection of flora and fauna, as well as contributing
to air pollution. Recognising the gravity of this risk, the Group
is proactive in its approach, taking comprehensive measures
to prevent and mitigate forest fires.

One notable highlight of our commitment is the construction


of six new fire towers within a year, bringing the total to 119
fully operational fire towers across all our estates. These
towers serve as critical tools in our surveillance and rapid
response efforts, further fortifying our ability to detect and
address potential fire outbreaks promptly. Additionally,
drones are also used to enhance our fire hotspot monitoring
efforts. This is an important addition to other established
means of monitoring such as satellite imaging and physical
checks. The multi-pronged approach enables us to identify
fires early and prevent them from spreading swiftly.

In FY2023, we conducted fire fighting training in collaboration


with the Indonesian Forest Fire Control Brigade. Recognising
that effective fire fighting requires not only equipment but
also a skilled workforce, we have prepared all our estates
with the necessary fire fighting equipment and established
dedicated teams ready for immediate action. Fire towers installed within estates

Community briefing on forest fire prevention

Fire fighting training Fire fighting equipment

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BIODIVERSITY CONSERVATION EFFORTS

By restoring degraded or deforested areas, the Group


can drive sustainable palm oil production and offset the
ecological damage that is a result of our operations. These
initiatives also enhance biodiversity, protect vital ecosystems,
and contribute to carbon sequestration.

The Group was awarded a concession to manage 95,010


Ha of commercial forest land in Ulu Tungud, Sabah by the
Sabah State Government. To date, 33,502 Ha are zoned for
industrial tree planting, while 3,387 Ha have been designated
as conservation areas. The remaining 58,056 Ha are zoned
for natural forest management. This includes the Meliau
Range which is home to a diverse range of flora and fauna
species. The efforts by the Group to maintain and protect Sustainable forestry
this area enable the long-term survival of the rich biodiversity
here and protect them from overexploitation.

The Group’s forest restoration efforts are not confined to


these conservation areas only, but also within our estates.
TSH regularly initiates such tree planting efforts, specifically
focusing on areas not designated for oil palm cultivation
while it may be on a smaller scale; the Group sees these
kinds of efforts equally useful as it promotes responsible
biodiversity practices even at the estate level. Tree planting initiative within estate

Our dedication towards biodiversity conservation has been fruitful as TSH received zero non-conformance reports (“NCR”)
related to biodiversity management during RSPO, MSPO and ISPO audit in FY2023. 100% of our palm oil estates have undergone
HCV assessments. As a result of these assessments, a total of 68 species of flora and 110 species of fauna were identified.

International Union for Conservation of Total Number of Flora Species Total Number of Fauna Species
Nature (“IUCN”)
Critically Endangered (“CR”) 1 5
Endangered (“EN”) 7 21
Vulnerable (“VU”) 26 36
Near Threatened (“NT”) 12 15
Least Concern (“LC”) 22 33
Total Number of Species 68 110

Halcyon smyrnensis Mimosa Pudica

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EFFICIENT WATER MANAGEMENT AND


EFFLUENT CONTROL
GRI 303-1, GRI 303-2, GRI 303-3, GRI 303-4, GRI 303-5

The Group understand that water scarcity is a global concern


and that sustainable water supply is critical for human and
business activities. As such, the Group is cognisant that
responsible water practices are essential to help conserve
water, prevent pollution and reduce costs for the long-term
success of our operations.

We recognise the significant risk of water scarcity, especially


in areas which do not have municipal water supply. To address
this concern, TSH actively monitors our water usage, seeking
opportunities to reduce consumption and enhance process Rainwater harvesting tank for office and housing
efficiency while minimising pollution to nearby water bodies.

The majority of water consumed at our mills and plantations


is drawn from surface and underground water. For the
Ekowood manufacturing facility, water is procured from the
municipal piped supply provided by Lembaga Air Perak
(“LAP”).

As a part of our commitment to water conservation, we


utilised riparian reserves within the estates whereby these
reserves act as a filter, preserving the quality of water
entering nearby water bodies. This integrated approach
aligns with our commitment to responsible and sustainable
water management practices. Additionally, some of our
plantations have implemented rainwater harvesting systems
to recirculate water. Rainwater harvesting pond installed for the nursery

In an approach to support our environmental disclosures, TSH initiated a monitoring system for our water consumption. This
initiative aimed to provide detailed information into the water consumption of each segment and identify potential areas
where water management can be strengthened further. TSH remains dedicated to providing full-year data in future reporting
following the full integration of our comprehensive management and monitoring system.

TSH consistently monitors water consumption across our operations, especially at our palm oil mills and EIB. The water
consumption for palm oil mills and EIB are as follows.

Palm Oil Mills


FY2021 FY2022 FY2023
Total water consumption (m3) 1,558,038 1,322,087 988,400
Average water consumption per MT of FFB processed (m3/MT FFB) 1.10 1.12 0.95

Ekowood
FY2021 FY2022 FY2023
Total water consumption (m3) 61,106 64,050 49,456
Average water consumption per production output (m /m ) 3 2
0.14 0.13 0.23

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EFFLUENT MANAGEMENT

Part of responsible water management involves addressing the quality of effluent discharge, particularly POME, a waste by-
product of the palm oil milling process. POME possesses significant polluting properties such as elevated levels of organic
nitrogen, grease, COD, and BOD.

Given its potential environmental impact, TSH carefully treats POME before releasing it into water bodies, as untreated
POME can negatively impact soil health and water quality due to its acidic properties. However, whenever feasible, the Group
integrates waste recovery principles into our effluent management processes. There are instances where treated POME can
be used as a nutrient-rich fertiliser for land use applications. In both scenarios, raw POME first undergoes the necessary
treatment to ensure it does not cause any environmental harm.

To ensure adherence to environmental standards, we regularly conduct tests on the treated effluent discharged from our mills.
Through these measures, we ensure effluent quality complies with the relevant environmental requirements in Malaysia and
Indonesia.

SUSTAINING VALUE THROUGH WASTE bioenergy production, and the utilisation of waste for
MANAGEMENT sustainable practices, the palm oil industry can minimise its
GRI 306-1, GRI 306-2, GRI 306-3, GRI 306-4, GRI 306-5 environmental impact.

Effective waste management is necessary for the sustainability TSH adheres to all applicable regulatory requirements in the
of the palm oil industry. For TSH, the production of palm countries where we operate. For the proper management
oil generates significant amounts of by-products, including of hazardous waste or scheduled waste (“SW”), we ensure
EFB, palm kernel shells, and POME alongside both non- the collection and disposal of SW at approved facilities
hazardous and hazardous waste. through authorised contractors licensed by the respective
local authorities. The categories of SW generated include
Without proper waste management practices, these by- spent lubricating oil, as well as discarded or off-specification
products can lead to environmental degradation and threaten inks, paints, pigments, lacquer, dye, or varnish products
the surrounding ecosystems. However, by implementing containing organic solvents.
responsible waste management strategies, such as the 4R’s
principle (reduce, reuse, recycle and recover), composting, General Waste (MT)
FY2023
Palm Oil Mills 322
Ekowood 105
Total 427

Scheduled Waste (kg)


FY2023
The biomass by-products produced by the Group’s plantations Palm Oil Mills 21,602
and mills are recycled back into the soil as organic fertiliser
Ekowood 18,240
Total 39,842

Recycling bins available at the estates

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DRIVING EFFICIENT ENERGY SOLUTIONS


GRI 302-1, GRI 302-4, GRI 306-4

Energy management is a primary focus area within TSH’s environmental strategy given its linkage with other critical topics,
such as climate change, while significantly impacting our operational efficiency and productivity.

The Group relies on two primary energy sources: fossil fuels, namely diesel, petrol, and natural gas (direct energy consumption),
and electricity (indirect energy consumption). These fossil fuel resources power the machinery and vehicles needed to run our
operations, while electricity is primarily used to run our office and estate infrastructure.

The Group’s foray into RE utilisation began with the establishment of our Bio-Integration Complex in Kunak, Sabah. This
complex allows the Group to generate RE exclusively from the waste by-products from our mills and estates. More recently,
this venture into RE generation has been mirrored by EIB by utilising solar panels to significantly reduce its dependence on
the national grid.

WASTE-TO-ENERGY APPROACH

In FY2005, the Group built our Bio-Integration Complex in


Kunak, Sabah to harness RE from our plantations and mills.
This facility has enabled TSH to adopt an innovative waste
management approach and recirculate our biomass and
biogas waste into valuable energy feedstock.

The plant is equipped with a 14 MW biomass co-gen power


plant and a 3 MW biogas engine, allowing it to convert
agricultural waste into electricity and industrial steam
efficiently.

RENEWABLE ENERGY OPTIMISATION

In FY2022, EIB continued the Group’s pursuit towards energy optimisation by investing over RM3.13 million to install a 1.5
MWp solar panel system. The energy generated by this system was meant to reduce the company’s dependency on the
national grid. In FY2023, half of EIB total energy consumption of 4 million kWh was met by renewable solar energy generation
of 2 million kWh. This resulted in over RM1 million in savings on EIB’s annual electricity bill. Additionally, EIB has also optimised
its operational efficiency by installing inverters for boiler operations while automating manufacturing processes.

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Ekowood

Solar Panel
Capacity
Solar
1.5 MWp Generation
2,059,423
kWh

Total Saving
Over
RM1 Million

The total energy consumption in relation to the operations of our palm oil mills, EIB, and bio-integration complex is shown
below:

Energy Consumption
Bio-Integration
Palm Oil Mills Ekowood Complex Total
Renewable energy consumption (kWh) 24,795,881 2,371,667 12,648,408 39,815,956
Total energy consumption (GJ) 94,411 16,294 45,665 156,370

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NAVIGATING SOCIAL IMPACT STRATEGIES

The Group’s commitment to employee well-being is at the heart of our social initiatives. By cultivating a safe and inclusive
workplace with fair compensation, we create a dedicated and engaged workforce that drives operational efficiency and
productivity. These positive outcomes extend beyond TSH, benefiting our external stakeholders, especially those within our
value chain and surrounding local communities. By fostering open and transparent communication, we build trust and create
an environment conducive to sustainable business operations.

Our operations are aligned with the Universal Declaration of Human Rights, the International Labour Organisation’s (“ILO”)
core convention, ILO 11 Indicators of Forced Labour, United Nations Guiding Principles on Business and Human Rights, and
the United Nations Global Compact (“UNGC”) on human rights among others. To further strengthen our commitment to
safeguarding our workforce, TSH has adopted UNSDG 8.8, to protect labour rights, eradicate forced labour, and promote a
safe and secure working environment.

As such, our commitment to social welfare goes beyond regulatory compliance. We strive to enrich our workforce through
development initiatives that empower individuals and contribute to the well-being of the broader community where they live
and work.

LABOUR RIGHTS AND WELFARE The foundation of our commitment to human rights lies in
GRI 401-1, GRI 401-2, GRI 404-1, GRI 405-1, GRI 406-1, GRI 407-1, GRI 408-1, our comprehensive Human Rights and Responsible Business
GRI 409-1
Practices Policy, which has been developed per relevant
international and local laws. This policy supplements existing
Fair employment practices play a pivotal role in ensuring frameworks, placing particular emphasis on Free, Prior,
that our workforce is treated with respect and provided with and Informed Consent (“FPIC”), especially in plantation
a safe working environment. Our commitment extends to operations. As part of the Group’s efforts to uphold the rights
fostering an inclusive workplace, which in turn promotes of the communities in the areas where we operate, FPIC is a
a harmonious work culture that allows the Group to retain necessity before new plantings are carried out. This ensures
talented employees and drive better cohesion. This not only the local communities are informed and empowered, with a
enhances operational efficiency but also safeguards TSH clear avenue for future negotiations or grievances.
against potential risks.
The Group’s proactive approach to the matter has also led
HUMAN AND LABOUR RIGHTS to the establishment of Welfare Committees in each of
our plantations to represent the interests of our workers.
As a responsible employer, TSH has an unwavering These committees can also serve as a formal means of
commitment to upholding human and labour rights in line communication for any potential grievances an employee
with industry standards and the relevant regulations. By may have in terms of working conditions, recruitment
doing so, we not only attract and retain talented employees practices, or any other human rights violations.
but also mitigate potential risks to social stability, such as
strikes or labour disputes. At the same time, the Group Additionally, the Group upholds a No Child Labour Policy
recognises that any human or labour rights violations can which opposes any form of child labour throughout our
significantly harm our business as they expose us to litigation operations. TSH advocates for the protection of children
and penalties while restricting our access to certain markets. and encourages their development through awareness and
education.
Our operations at TSH are defined by an unwavering
commitment to advancing and promoting human rights. Our commitment to transparency is evident in the public
Throughout our business units, we diligently strive to display of our policies on our website https://www.tsh.com.
eradicate exploitation and implement strategic action plans my/sustainability/people/.
to address our most significant human rights issues.

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In FY2023, the total members who were a part of our plantation sectors Workplace Welfare Committee are as below:

Welfare Committee Members

64 165

The Group had no substantiated complaints concerning or race, the Group can attract a wider range of qualified
human rights violations throughout FY2023. candidates from a larger talent pool.

DIVERSITY AND EQUAL OPPORTUNITY The Group practices a non-discriminatory approach concerning
our workforce whereby employees are screened based on
As a way to ensure a just workforce, TSH practices a non- competence, qualification, experience, and professional
discriminatory approach to hiring and employee remuneration. contributions.
Our motivation lies in creating a diverse workforce as we
believe individuals from different backgrounds bring with A diverse workforce enriches the Group by bringing innovative
them a wealth of diverse experiences and perspectives that ideas from various perspectives, enhancing experience
can foster innovation. Meanwhile, promoting fair and equal and learning. TSH remains committed to providing equal
opportunities within the workplace makes employees feel opportunities at all employment levels, regardless of gender
more included and valued, enhancing job satisfaction and and background differences. However, within the plantation
boosting overall performance. By intentionally removing sector, there is a natural skew towards more male employees
barriers to entry based on factors such as gender, age, in the field given the physically demanding nature of the job.

As at 31 December 2023, the general composition of TSH's workforce is illustrated as follows:

PERCENTAGE OF TSH WORKFORCE (%)


Age Group Gender
Employee Category Below 30 30 - 50 Above 50 Men Women

Board of Director 0 11 89 89 11
Management 9 72 19 82 18
Executive 15 76 9 67 33
Non-executive 26 66 8 57 43
Labour 30 63 7 78 22

Note:
Figures are rounded up to nearest whole percentage.

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HIRING AND RETENTION

Sound hiring and retention practices form the foundation of a high-performing, engaged, and resilient workforce. By
strategically investing in these practices, TSH cultivates a positive culture that not only attracts but also retains top talent.
Furthermore, identifying and developing internal talent ensures a seamless transition when key roles need to be filled. This
proactive approach minimises disruptions and maintains organisational stability.

The process of hiring within TSH is managed by the respective HRD of each Business Unit. Our recruitment and selection
procedures are designed to identify and bring on board individuals with the skills and capabilities that best fit the Group’s
operations. Candidates are not judged by their physical traits, but rather by their set of qualifications and the specific
requirements of the positions available. Only candidates who meet the Group’s criteria and pass the HRD’s selection process
will be considered for employment.

As at 31 December 2023, the Group’s workforce is made up almost entirely by permanent employees.

Permanent Contract

96% Percentage of
Employees
4%

In addition, in our plantation sector, we practice a structured the Group promotes and upgrading worker’s living quarters
employee referral rewards scheme that not only encourages and estate infrastructure. Refer to Section Employee Benefits
a collaborative work culture but also rewards employees for and Welfare page 59.
contributing to the growth of the Group. Simultaneously,
in EIB and our forest management business, we actively EMPLOYEE GRIEVANCE MECHANISM
promote the socio-economic development of indigenous
communities by providing employment opportunities. An effective employee grievance mechanism is a
fundamental component of a healthy workplace that
We understand that despite our best efforts, attrition is a promotes transparency and accountability. The Group
natural process of any organisation’s dynamics. The employee believes that such a mechanism is important to foster trust
turnover is higher in plantations due to absconding. The among employees, who are more likely to express concerns
majority of these employees who absconded are engaged in and provide constructive feedback when they believe their
physical labour such as harvesting. opinions are valued. This open communication allows the
Group to proactively identify potential issues and enable
Employee Turnover FY2021 FY2022 FY2023 timely intervention.

Staff 223 257 267


TSH is committed to promoting transparent communication
Labour 2,809 4,525 3,744 by instituting a systematic process for employees to report
Total 3,032 4,782 4,011 grievances or instances of wrongdoing anonymously. This
mechanism addresses concerns such as discrimination,
Note:
bullying, harassment, or coercion to commit a crime.
Staff refers to Management, Executive, and Non-Executive workforce.

No substantiated grievances from employees were recorded


Thus, at TSH, our approach focuses on understanding the
in FY2023.
reasons behind our employees’ departure and utilising
the experience for continuous improvement. In addition,

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TRAINING AND HUMAN CAPITAL DEVELOPMENT

TSH priorities the continuous development of our workforce, ensuring they stay up-to-date with the relevant skills and
industry knowledge. Through well-structured training programmes and knowledge-sharing initiatives, we cultivate a skilled
and adaptable workforce that grants us a competitive edge within the industries we operate in. This strategic investment
in the professional growth of our employees also enhances talent retention as individuals are more likely to stay with an
organisation that actively fosters their career development.

The professional development of its workforce is key to the growth of any organisation and TSH is no different. With this
intent in mind, the Group actively engages, develops, and empowers our workforce with a mission to advance their careers
through targeted development opportunities and innovative learning solutions. In FY2023, a total of approximately 200,000
man-hours worth of training were provided to all employees within the Group.

Total Training Hours by Employee Categories

3,958
Management
4,253
Executive
9,162
Non-Executive
182,531
Labour

EMPLOYEE BENEFITS AND WELFARE

TSH is dedicated to fostering a work environment where the well-being and professional development of our employees
are at the forefront of our decisions. We understand the significance of providing competitive compensation, benchmarked
against the latest industry standards. We highly value the dedication and commitment of our employees and, as such,
prioritise providing a comprehensive array of benefits.

Apart from providing leave allocation to facilitate rejuvenation and recharge, TSH offers health insurance coverage. These
benefits help to ensure our employees receive support in terms of medical expenses.

TSH believes in providing comfortable living arrangements for our employees. Thus, we offer free housing with electricity and
water supply to the workforce, so they can focus on work without worrying about housing costs.

List of Benefits

Annual Leave Study Leave Marriage Leave Parental Leave

Outpatient Medical Facilities Dental and


Health Insurance
Medical Benefits On Site Optic Benefits

Free Housing, Electricity and


Compassionate Leave
Water Supply for Estates

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Initiative to reward Monthly Best Attendance in estates Mosque at estates

ESTATE WORKER’S WELFARE EMPLOYEE ENGAGEMENT

Apart from the benefits enjoyed by the other TSH It is important to TSH that all our employees enjoy a
employees, our plantation workforce is given special healthy work-life balance, regardless of whether they
attention as they live within the Group’s estates. TSH reside offsite or on-site at our plantations. We recognise
strives to ensure all the necessary amenities are provided that fostering a positive relationship with our employees
for these workers to enjoy a fulfilling life. These include is essential for boosting productivity and retaining top
housing, community or recreational facilities, schools, talent. Towards this end, we are committed to on-going
places of worship, and such. communication with our employees to understand and
address their needs, ensuring job satisfaction, well-being,
and a safe workplace as well as shaping a high-performing
workforce to drive business success. The Group actively
explores opportunities to closely engage our workforce
through regular events. Whenever possible, local
Total of 1,506 units of communities are also invited to these events, contributing
estate housing to both a conducive work culture and building lasting
relationships that can lead to a collaborative and
harmonious environment for everyone involved.

21 mosques built 10 churches built


across plantations across plantations

Estate housing provided for workers Corporate Hiking at Taman Tugu

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Family Day at estates Family Day at estates

Corporate Pin-Strike Bowling Challenge TSH Football Tournament

Sports Day at estates Singing competition celebrating New Year’s Eve

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ENSURING SAFETY AND HEALTH AT WORK


GRI 403-1, GRI 403-4, GRI 403-5, GRI 403-7, GRI 403-9, GRI 404-2

The Group’s primary objective surrounding OSH is to cultivate a work environment that is both safe and supportive. The
occurrence of injuries or fatalities is deemed a tragic outcome that we are committed to preventing at all costs. Our focus
is on guaranteeing that TSH offers a workspace that is not only safe and secure but also instils confidence in employees.
This assurance enables them to perform at their best, ensuring that they return home safely to their families and loved ones,
providing peace of mind for all.

TSH is resolutely committed to safeguarding the safety and health of its workforce, encompassing employees, contractors,
and visitors across its group and subsidiaries. Our OSH policy and procedures develop the bedrock of our dedication
to establishing a safe environment, extending our commitment beyond universal well-being. The Group is dedicated to
providing accessible healthcare, mandating the use of protective equipment, and ensuring hazard management facilities.

TSH has formalised the OSH policy that is made publicly available at our website, https://www.tsh.com.my/sustainability/
people/.

OSH MANAGEMENT We ensure that our plantations are safe and meet regulatory
requirements, and we communicate clearly with our
TSH has established an effective OSH management system stakeholders on health and safety matters. All employees
to ensure we maintain a secure and productive work and workers are also expected to undergo a medical
environment through adherence to the Group’s established check-up to ensure they are fit to handle the job and avoid
policies and procedures. Such a management structure potential health risks from arising. Within our estates and
further allows us to proactively identify and mitigate mills, clinics and first aid stations are available, staffed by
potential workplace hazards that could harm employee trained medical professionals, and we have an ambulance
safety. By fostering a safer workplace, we not only enhance on call for emergencies.
productivity but also maintain compliance with regulatory
safety standards. At the same time, TSH ensures that we provide the necessary
training and educational materials that are translated into our
To uphold the Group’s commitment to OSH management, workers’ native languages to ensure they understand and
we integrate various proactive measures into our daily stay up-to-date with the latest standards and best practices.
operations. These include comprehensive risk assessments
for each activity, regular workplace audits, daily toolbox OSH PERFORMANCE
briefings, safety training, and drills.
Measuring OSH performance is essential for TSH to
Additionally, we have also established OSH committees at systematically assess and enhance the safety of our business
each operating site in accordance with legal requirements segments. By tracking metrics such as LTIs, the Group can
which play a pivotal role in bringing together key stakeholders. identify areas for improvement and proactively mitigate
The committee serves as a platform for consultations on potential risks. A robust OSH performance measurement
OSH issues, identification of areas for improvement, and the system not only safeguards our employees but also contributes
sharing of best practices among our workforce. By staying to increased productivity and operational efficiency.
vigilant through these assessments, we remain focused
on our safety goals, ensuring on-going progress and the LTI
attainment of our objectives.
OSH Data FY2022 FY2023
Number of OSH LTIFR 6.08 3.86
Business Unit Committee Members
Number of Work-related Fatalities 0 1
Indonesia Operations 295
Note:
Sabah Operations 82 LTI is defined as an accident which results in the injured person being
absent for one or more workdays beyond the day of the accident.
Ekowood 22 LTIFR is calculated based on 200,000 man-hours. Data may differ from
SR2022 as an enhanced calculation methodology has been adopted
in FY2023.

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Despite our continuous safety efforts, we recorded one


fatality involving a harvester in Indonesia in this financial
year. The Group has reached out to the family impacted,
conveying our sincerest condolences and providing financial
assistance.

Adhering to our standard operating procedures, we have


undertaken thorough investigations into this regrettable
incident to ascertain the root cause and enhance the safety
compliance through strengthening workplace monitoring,
review of risk assessments, refinement of standard operating
procedures and regular safety trainings.

OSH TRAINING
Daily toolbox briefing
In FY2023, a total of 101,369 employees (based on
accumulated numbers) received OSH training. The list of
training programmes is as follows:

Training Programmes Internal/External

Safe Electrical Awareness Training Internal

Chemical Spillage Handling


Internal
Training

Energy Manager Training External

Safety & Health Officer Training External

Safe Forklift Handling External

Authorised Gas Tester External

Authorised Entrant & Standby


External
Person for Confined Space

First Aid Training External

Fire Fighting Training External

First aid training at Ekowood

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COMMUNITY INVESTMENT AND CORPORATE SOCIAL RESPONSIBILITY


GRI 413-1

Beyond altruism, TSH sees CSR as an investment for the Group. By actively investing in the welfare of our surrounding
communities and involving them in, we cultivate a positive relationship. These bonds not only ensure their continued support
of the Group’s operations but also safeguard our social license to operate.

Our CSR activities are catered to the specific needs of the communities around us. This ensures that we bring the most
beneficial impact through our actions. The Group’s CSR activities fall under the following categories:

Community Interaction Nurturing Families and Local Health and Cultural and Religious
and Development Knowledge Foundation Well-being Ceremonies

In FY2023, TSH invested RM2.6 million to CSR activities. Among the 30


different beneficiaries endorsed by the Group includes various education
CSR over facilities, humanitarian, animal welfare, health initiatives and community

RM2.6 million endeavors. At the same time, the Group also allocates resources to
conducting our own CSR initiatives, while actively encouraging our
employees to participate in these activities.

COMMUNITY INTERACTION AND DEVELOPMENT

The Group is committed to fostering positive relationships with the communities within and around our
operational sites. Given their proximity, we regard these communities as key stakeholders whose support
we deeply value. As such, TSH regularly organises activities and events aimed at building enduring bonds
with them.

Awareness Talk on Harassment, Violence, and Sexual


Independence Day Celebration
Exploitation against Women

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NURTURING FAMILIES AND KNOWLEDGE FOUNDATION

Education is the process where an individual acquires or imparts basic knowledge to another. The ultimate
goal of education is to help an individual navigate life and contribute to society. It helps eradicate poverty
and hunger, giving people the chance at better lives. Consequently, our commitment lies in ensuring that
children have access to education infrastructure, striving to extend their school attendance for as long as
possible.

The Group has established childcare centres in our plantations in Indonesia and Malaysia. These centres
support working mothers employed by TSH by providing a secure and nurturing space for children,
delivering supervised care and early childhood education for young children.

Given that education is an important priority to the Group, we do our best to ensure that the children within
our estates are provided with all the necessities to ease their access to education.

Transportation Students

39 1,495

Distribution of stationeries and learning materials to the


Provision of school buses for children of estate workers childcare centre

Kindergarten Graduation Day Celebration

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NURTURING FAMILIES AND KNOWLEDGE FOUNDATION

The English Club has been established in one of Indonesian estates at PT Sarana Multi Niaga with the
aim of offering an enriching and educational platform for children residing at the estates to enhance their
English language proficiency through engaging and interactive activities such as games and storytelling.
Classes are held weekly and attended by over 100 participants, including children from local estates and
workers’ families. The programme is facilitated by voluntary tutors from the management level, ensuring a
high-quality learning experience for all participants.

Attended by over

100 participants

English Club in estates

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LOCAL HEALTH AND WELL-BEING

In sustainable communities, the health and well-being of residents take precedence. Access to healthcare
services, recreational areas, and initiatives promoting a healthy lifestyle are essential components of a
thriving community where individuals can lead fulfilling lives. At TSH, putting employee well-being first
directly affects our capacity to accomplish organisational goals and objectives.

Blood Donation Programme in Sabah

Healthy Child Immunisation Programme

A joint-initiative with Indonesian Community Health Centre for Clean and Healthy Living Behavior Programme

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CULTURAL AND RELIGIOUS CEREMONIES

TSH is dedicated to upholding social responsibility and embracing cultural diversity. We understand the
significance of honouring various cultural and religious traditions, fostering inclusivity, and ensuring that our
business practices align with local values. Through our commitment to cultural and religious sensitivity, we
strive to create an environment where everyone feels respected and valued.

Iftar gathering with the local community The Prophet’s Birthday Celebration

The Prophet’s Birthday Celebration

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APPENDICES

BURSA SUSTAINABILITY DISCLOSURE INDEX

Disclosure Guidance
No. Topic Disclosure Guidance Location

1. Sustainability 1. Oversight of a) Oversight responsibility Sustainability Governance


Governance sustainability matters Structure pages 37-38
b) Nature of oversight

2. Strategic management a) Strategic management responsibility


of sustainability
matters b) Nature of strategic management

3. Day-to-day a) Implementation responsibility


implementation of
sustainability matters

2. Scope and 1. Scope a) Operations included/excluded Reporting Scope and


Basis of Boundary page 19
Preparation 2. Basis of scope a) Clear basis of scope

b) Explanation on changes in scope Not applicable

3. Materiality 1. Identification of a) Internal and external data sources Data Assurance page 20;
Assessment sustainability matters Statement of Assurance
page 80

b) Internal and external stakeholder groups engaged Stakeholder Engagement


page 34
2. Prioritisation of a) Stakeholder groups engaged for the prioritisation of
material sustainability its material sustainability matters
matters

3. Illustration of a) Materiality matrix showing relative importance of ESG & Sustainability Key
prioritisation of each matter Performance Indicators –
material matters Targets and Achievements
pages 30-33

4. Review and validation a) Senior management review/approval Data Assurance page 20


of materiality
assessment process b) Board approval/validation/endorsement
and outcome

5. Frequency of a) Nature of assessment undertaken (full or limited) and Assessing Materiality


materiality assessment underlying justification page 29
process review
b) Frequency of undertaking materiality assessment Assessing Materiality
pages 29-30

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Disclosure Guidance
No. Topic Disclosure Guidance Location

4. Management 1. How the material a) i) All common sustainability matters Refer table “Common
Approach sustainability matters Indicators”
are managed
ii) Other matters identified Refer table “Sector Specific
Indicators: Plantation”

b) Explanation on why each matter is material/ important Throughout the report

c) Clear and comprehensive disclosure on the


management approach of each matter

d) Implications of each matter (e.g. risks and


opportunities) on overall business strategy and/or
financial performance

2. Reporting on relevant a) All common indicators Refer table “Common


indicators Indicators”

b) Due consideration to other potentially relevant Reporting Frameworks


indicators as suggested by Bursa’s SR Guide page 19

c) Adequate explanation (e.g. relevance of indicators, Throughout the report


underlying reasons for changes/ trends observed)

d) Performance targets set for reported indicators

3. For each reported a) 3 financial years’ worth of data for each reported
indicator, provision indicator
of data for the last 3
financial years b) Conformance with minimum data requirements set for
newly adopted sustainability indicators

5. Performance 1. Performance Targets a) Disclose performance targets set for reported ESG & Sustainability Key
Targets for reported indicators indicators Performance Indicators –
Targets And Achievements
2. Reporting of progress a) Disclose performance or progress against set targets pages 31-33
against performance
targets b) Actions taken to course correct (in the event of Not applicable
setbacks)

c) i Revised targets, if any

ii Reason/basis for the revisions

3. Linking performance a) i Oversight responsibility Sustainability Governance


targets to Structure pages 37-38
remunerations ii Strategic management responsibility

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COMMON INDICATORS
Common
Sustainability
No. Matters Code Indicators Location

1. Anti- C1 (a) Percentage of employees who have received training on anticorruption by Anti-Bribery and Anti-
corruption employee category Corruption Training page 40

C1 (b) Percentage of operations assessed for corruption-related risks Risk Management page 40

C1 (c) Confirmed incidents of corruption and action taken Anti-Bribery and Anti-
Corruption Training page 40

2. Community/ C2 (a) Total amount invested in the community where the target beneficiaries are Community Investment
Society external to the listed issuer and Corporate Social
Responsibility page 64
C2 (b) Total number of beneficiaries of the investment in communities

3. Diversity C3 (a) Percentage of employees by gender and age group, for each employee Diversity and Equal
category Opportunity page 57

C3 (b) Percentage of directors by gender and age group

4. Energy C4 (a) Total energy consumption Energy Consumption page 55


management

5. Health and C5 (a) Number of work-related fatalities OSH Performance page 62


safety
C5 (b) Lost time incident rate

C5 (c) Number of employees trained on health and safety standards OSH Training page 63

6. Labour C6 (a) Total hours of training by employee category Training and Human Capital
practices Development page 59
and standards
C6 (b) Percentage of employees that are contractors or temporary staff Hiring and Retention page 58

C6 (c) Total number of employee turnover by employee category

C6 (d) Number of substantiated complaints concerning human rights violations Employee Grievance
Mechanism page 58

7. Supply chain C7 (a) Proportion of spending on local suppliers Local Procurement and
management Supply Chains page 46

8. Data privacy C8 (a) Number of substantiated complaints concerning breaches of customer Data Privacy and Security
and security privacy and losses of customer data page 41

9. Water C9 (a) Total volume of water used Efficient Water Management


and Effluent Control
page 52

10. Waste C10 (a) Total waste generated, and a breakdown of the following: Sustaining Value Through
management i. total waste diverted from disposal Waste Management
ii. total waste directed to disposal page 53

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Common Indicators
Common
Sustainability
No. Matters Code Indicators Location

11. Emissions C11 (a) Scope 1 emissions in tonnes of CO2e Total GHG Absolute
management Emissions page 48
C11 (b) Scope 2 emissions in tonnes of CO2e

C11 (c) Scope 3 emissions in tonnes of CO2e


(at least for the categories of business travel and employee commuting)

Sector Specific Indicators: Plantation


Sector-Specific
No. Matters Code Indicators Location

1. Biodiversity S1 (a) Percentage of existing operations or projects assessed for biodiversity risks Preservation and
Conservation of Biodiversity
S1 (b) Size and location of all habitat areas protected or restored pages 48-51

S1 (c) Total number of International Union for Conservation of Nature (“IUCN”)


Red List of Threatened Species and national conservation list species with
habitats in areas affected by the operations of the company

S1 (d) Percentage of certified palm oil as a percentage of total palm oil produced, Industry Certifications page 41;
used or processed, relative to Roundtable on Sustainable Palm Oil Preservation and
(“RSPO”) or Malaysian Sustainable Palm Oil (“MSPO”) recommendations Conservation of Biodiversity
pages 48-51
* Applicable for listed issuers with oil palm crop

2. Materials S5 (a) Total weight or volume of materials that are used to produce and package No data
products and services

3. Supply Chain S6 (a) Percentage of new suppliers that were screened using environmental No data
(Environmental) criteria
/Supplier
Environmental S6 (b) Number of suppliers assessed for environmental impacts
Assessment
S6 (d) Percentage of fresh fruit bunch (“FFB”) sourced in accordance to certified Industry Certifications
environmental or sustainable standards page 41;
Local Procurement and
* Applicable for listed issuers with oil palm crop Supply Chains page 46

4. Supply Chain S7 (a) Percentage of new suppliers that were screened using social criteria No data
(Social)/
Supplier S7 (b) Number of suppliers assessed for social impacts
Social
Assessment

5. Effluents S8 (a) Total volume of water (effluent) discharge over the reporting period No data

072 Annual Report 2023


Bursa C1(a) Percentage of employees who have received training on anti-corruption by employee category
Management Percentage 100.00

Executive Percentage 100.00

Non-executive/Technical Staff Corporate


Percentage Report 0.00

General Workers Percentage 0.00

Bursa C1(b) Percentage of operations assessed for corruption-related risks Percentage 100.00

Bursa C1(c) Confirmed incidents of corruption and action taken

Bursa (Community/Society)
Sustainability Report
Number 0

Bursa C2(a) Total amount invested in the community where the target beneficiaries are external to the listed issuer MYR 2,618,175.00

Bursa C2(b) Total number of beneficiaries of the investment in communities Number 30

Bursa (Diversity)
Bursa C3(a) Percentage of employees by gender and age group, for each employee category
BURSA ESG PERFORMANCE DATA TABLE
Age Group by Employee Category

Management Under 30 Percentage 9.02


The ESG Performance Data Table included in this Sustainability Report was generated from Bursa Malaysia’s ESG Reporting
Management Between 30-50 Percentage 71.76
Platform, in compliance with the enhanced sustainability reporting requirements outlined in Bursa Malaysia’s Main Market
Management Above 50 Percentage 19.22
Listing Requirements.
Executive Under 30 Percentage 14.67

Executive Between 30-50 Percentage 76.06


Indicator
Executive Above 50 Measurement
Percentage Unit 2023
9.27
Bursa (Anti-corruption)
Non-executive/Technical Staff Under 30 Percentage 25.53
Bursa C1(a) Percentage of employees who have received training on anti-corruption by employee category
Non-executive/Technical Staff Between 30-50 Percentage 66.32
Management Percentage 100.00
Non-executive/Technical Staff Above 50 Percentage 8.16
Executive Percentage 100.00
General Workers Under 30 Percentage 30.19
Non-executive/Technical Staff Percentage 0.00
General Workers Between 30-50 Percentage 62.38
General Workers Percentage 0.00
General Workers Above 50 Percentage 7.43
Bursa C1(b) Percentage of operations assessed for corruption-related risks Percentage 100.00
Gender Group by Employee Category
Bursa C1(c) Confirmed incidents of corruption and action taken Number 0
Management Male Percentage 81.57
Bursa (Community/Society)
Management Female Percentage 18.43
Bursa C2(a) Total amount invested in the community where the target beneficiaries are external to the listed issuer MYR 2,618,175.00
Executive Male Percentage 67.18
Bursa C2(b) Total number of beneficiaries of the investment in communities Number 30
Executive Female Percentage 32.82
Bursa (Diversity)
Non-executive/Technical Staff Male Percentage 56.58
Bursa C3(a) Percentage of employees by gender and age group, for each employee category
Non-executive/Technical Staff Female Percentage 43.42
Age Group by Employee Category
General Workers Male Percentage 78.40
Management Under 30 Percentage 9.02
General Workers Female Percentage 21.60
Management Between 30-50 Percentage 71.76
Bursa C3(b) Percentage of directors by gender and age group
Management Above 50 Percentage 19.22
Male Percentage 88.89
Executive Under 30 Percentage 14.67
Female Percentage 11.11
Executive Between 30-50 Percentage 76.06
Under 30 Percentage 0.00
Executive Above 50 Percentage 9.27
Between 30-50 Percentage 11.11
Non-executive/Technical Staff Under 30 Percentage 25.53
Above 50 Percentage 88.89
Non-executive/Technical Staff Between 30-50 Percentage 66.32
Bursa (Energy management)
Non-executive/Technical Staff Above 50 Percentage 8.16
Bursa C4(a) Total energy consumption Megawatt 43,436.03
General Workers Under 30 Percentage 30.19
Bursa (Health and safety)
General Workers Between 30-50 Percentage 62.38
Bursa C5(a) Number of work-related fatalities Number 1
General Workers Above 50 Percentage 7.43
Bursa C5(b) Lost time incident rate ("LTIR") Rate 3.86
Gender Group by Employee Category
Bursa C5(c) Number of employees trained on health and safety standards Number 101,369
Management Male Percentage 81.57
Bursa (Labour practices and standards)
Management Female Percentage 18.43
Bursa C6(a) Total hours of training by employee category
Executive Male Percentage 67.18
Management Hours 3,958
Executive Female Percentage 32.82
Executive Hours 4,253
Non-executive/Technical Staff Male Percentage 56.58
Non-executive/Technical Staff Hours 9,162
Non-executive/Technical Staff Female Percentage 43.42
General Workers Hours 182,531
General Workers Male Percentage 78.40
Bursa C6(b) Percentage of employees that are contractors or temporary staff Percentage 4.16
General Workers Female Percentage 21.60
Bursa C6(c) Total number of employee turnover by employee category
Bursa C3(b) Percentage of directors by gender and age group
Staff (Refers to Management, Executive and Non-executive) Number 267
Male Percentage 88.89
Labour Number 3,744
Female Percentage 11.11
Bursa C6(d) Number of substantiated complaints concerning human rights violations Number 0
Under 30 Percentage 0.00
Bursa (Supply chain management)
Between 30-50 Percentage 11.11
Bursa C7(a) Proportion of spending on local suppliers Percentage 94.67
Above 50 Percentage 88.89
Bursa (Data privacy and security)
Bursa (Energy management)
Bursa C8(a) Number of substantiated complaints concerning breaches of customer privacy and losses of customer data Number 0
Bursa C4(a) Total energy consumption Megawatt 43,436.03
Bursa (Water)
Bursa (Health and safety)

Bursa C5(a) Number of work-related fatalities Number 1

Bursa C5(b) Lost time incident rate ("LTIR") Rate 3.86

Bursa C5(c) Number of employees trained on health and safety standards Number 101,369

Bursa (Labour
Internal practices and standards)
assurance External assurance No assurance (*)Restated

Bursa C6(a) Total hours of training by employee category

Management Hours 3,958


Annual Report 2023 073
Executive Hours 4,253

Non-executive/Technical Staff Hours 9,162

General Workers Hours 182,531


Bursa C1(a) Percentage of employees who have received training on anti-corruption by employee category
Executive Female Percentage 32.82
Management Percentage 100.00
Non-executive/Technical Staff Male Percentage 56.58
Executive Percentage 100.00
Non-executive/Technical Staff Female Percentage 43.42
Non-executive/Technical
TSH RESOURCES BERHAD Staff 197901005269 (49548-D) Percentage 0.00
General Workers Male Percentage 78.40
General Workers Percentage 0.00
General Workers Female Percentage 21.60
Bursa C1(b) Percentage of operations assessed for corruption-related risks Percentage 100.00

Sustainability Report
Bursa C3(b) Percentage of directors by gender and age group
Bursa C1(c) Confirmed incidents of corruption and action taken Number 0
Male Percentage 88.89
Bursa (Community/Society)
Female Percentage 11.11
Bursa C2(a) Total amount invested in the community where the target beneficiaries are external to the listed issuer MYR 2,618,175.00
Under 30 Percentage 0.00
Bursa C2(b) Total number of beneficiaries of the investment in communities Number 30
Between 30-50 Percentage 11.11
Bursa (Diversity)
Above 50 Percentage 88.89
Bursa C3(a) Percentage of employees by gender and age group, for each employee category
Bursa (Energy management)
Age Group by Employee Category
Bursa C4(a) Total energy consumption Megawatt 43,436.03
Management Under 30 Percentage 9.02
Bursa (Health and safety)
Management Between 30-50 Percentage 71.76
Bursa C5(a) Number of work-related fatalities Number 1
Management Above 50 Percentage 19.22
Bursa C5(b) Lost time incident rate ("LTIR") Rate 3.86
Executive Under 30 Percentage 14.67
Bursa C5(c) Number of employees trained on health and safety standards Number 101,369
Executive Between 30-50 Percentage 76.06
Bursa (Labour practices and standards)
Executive Above 50 Percentage 9.27
Bursa C6(a) Total hours of training by employee category
Non-executive/Technical Staff Under 30 Percentage 25.53
Management Hours 3,958
Non-executive/Technical Staff Between 30-50 Percentage 66.32
Executive Hours 4,253
Non-executive/Technical Staff Above 50 Percentage 8.16
Non-executive/Technical Staff Hours 9,162
General Workers Under 30 Percentage 30.19
General Workers Hours 182,531
General Workers Between 30-50 Percentage 62.38
Bursa C6(b) Percentage of employees that are contractors or temporary staff Percentage 4.16
General Workers Above 50 Percentage 7.43
Bursa C6(c) Total number of employee turnover by employee category
Gender Group by Employee Category
Staff (Refers to Management, Executive and Non-executive) Number 267
Management Male Percentage 81.57
Labour Number 3,744
Management Female Percentage 18.43
Bursa C6(d) Number of substantiated complaints concerning human rights violations Number 0
Executive Male Percentage 67.18
Bursa (Supply chain management)
Executive Female Percentage 32.82
Bursa C7(a) Proportion of spending on local suppliers Percentage 94.67
Non-executive/Technical Staff Male Percentage 56.58
Bursa (Data privacy and security)
Non-executive/Technical Staff Female Percentage 43.42
Bursa C8(a) Number of substantiated complaints concerning breaches of customer privacy and losses of customer data Number 0
General Workers Male Percentage 78.40
Bursa (Water)
Indicator Measurement Unit 2023
BursaGeneral Workers
C9(a) Total Female
volume of water used Percentage
Megalitres 21.60
1,037.860000
Bursa C3(b)
Industry Percentage of directors by gender and age group
Certifications
Male of certified palm oil as a percentage of total palm oil, relative to RSPO recommendations
Percentage Percentage
Percentage 88.89
30.60
Femaleof certified RSPO estates
Percentage Percentage
Percentage 11.11
44.00
Internal assurance
Under External assurance
30certified RSPO mills No assurance (*)Restated Percentage 0.00
Percentage of Percentage 60.00
Between 30-50 Percentage 11.11

Above 50 Percentage 88.89

Bursa (Energy management)


Bursa C4(a) Total energy consumption Megawatt 43,436.03

Bursa (Health and safety)

Bursa C5(a) Number of work-related fatalities Number 1

Bursa C5(b) Lost time incident rate ("LTIR") Rate 3.86

Bursa C5(c) Number of employees trained on health and safety standards Number 101,369

Bursa (Labour practices and standards)

Bursa C6(a) Total hours of training by employee category

Management Hours 3,958

Executive Hours 4,253

Non-executive/Technical Staff Hours 9,162

General Workers Hours 182,531

Bursa C6(b) Percentage of employees that are contractors or temporary staff Percentage 4.16

Bursa C6(c) Total number of employee turnover by employee category


Staff (Refers to Management, Executive and Non-executive) Number 267

Labour Number 3,744

Bursa C6(d) Number of substantiated complaints concerning human rights violations Number 0

Bursa (Supply chain management)

Bursa C7(a) Proportion of spending on local suppliers Percentage 94.67

Bursa (Data privacy and security)

Bursa C8(a) Number of substantiated complaints concerning breaches of customer privacy and losses of customer data Number 0

Bursa (Water)

Internal assurance External assurance No assurance (*)Restated

074 Annual Report 2023


CORPORATE REPORT

SUSTAINABILITY REPORT

GLOBAL REPORTING INITIATIVES (“GRI”) INDEX

Page Reference/
GRI Standard Disclosure Reasons For Omissions

GRI 2: 2-1 Organisational details Corporate Profile pages 8-9


General
Disclosures 2-2 Entities included in the organisation’s sustainability reporting Reporting Scope and
2021 Boundary page 19
2-3 Reporting period, frequency and contact point

2-4 Restatements of information Emission Management for


Climate Resilience pages 47-48;
OSH Performance page 62

2-5 External assurance No data

2-6 Activities, value chain and other business relationships Corporate Profile pages 8-9

2-7 Employees Diversity and Equal


Opportunity page 57

2-9 Governance structure and composition Sustainability Governance


Structure pages 37-38
2-10 Nomination and selection of the highest governance body

2-11 Chair of the highest governance body

2-12 Role of the highest governance body in overseeing the management of impacts

2-13 Delegation of responsibility for managing impacts

2-14 Role of the highest governance body in sustainability reporting

2-15 Conflicts of interest Profile of Board of Directors


pages 83-94

2-16 Communication of critical concerns No data

2-17 Collective knowledge of the highest governance body Profile of Board of Directors
pages 83-94

2-18 Evaluation of the performance of the highest governance body No data

2-19 Remuneration policies

2-20 Process to determine remuneration

2-21 Annual total compensation ratio Compensation of key


management personnel
page 243

2-22 Statement on sustainable development strategy Sustainability Commitment


& Compliance page 26

2-23 Policy commitments Sustainability Commitment


& Compliance page 26;
Upholding Ethical Corporate
Governance Practices page 39

2-24 Embedding policy commitments Sustainability Commitment


& Compliance page 26;
Upholding Ethical Corporate
Governance Practices page 39

ANNUAL REPORT 2023 075


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

Page Reference/
GRI Standard Disclosure Reasons For Omissions

GRI 2: 2-25 Processes to remediate negative impacts Whistle-Blowing Policy


General pages 42-43
Disclosures 2-26 Mechanisms for seeking advice and raising concerns
2021
2-27 Compliance with laws and regulations Upholding Ethical Corporate
Governance Practices
pages 39-41

2-28 Membership associations Memberships In Association


page 22

2-29 Approach to stakeholder engagement Stakeholder Engagement


pages 34-36

GRI 3: 3-1 Process to determine material topics Assessing Materiality page 29


Material
Topics 2021 3-2 List of material topics Materiality Matrix page 30

3-3 Management of material topics

ECONOMIC

GRI 201: 3-3 Management of material topics Income Statement page 14


Economic
Performance 201-1 Direct economic value generated and distributed
2016

GRI 203: 3-3 Management of material topics No data


Indirect
Economic 203-1 Infrastructure investments and services supported
Impacts 2016
203-2 Significant indirect economic impacts

GRI 204: 3-3 Management of material topics Local Procurement and


Procurement Supply Chains page 46
Practices 2016 204-1 Proportion of spending on local suppliers

GOVERNANCE

GRI 205: 3-3 Management of material topics Anti-Bribery and Anti-


Anti- Corruption Training
corruption 205-1 Operations assessed for risks related to corruption pages 39-40
2016
205-2 Communication and training about anti-corruption policies and procedures

205-3 Confirmed incidents of corruption and actions taken

GRI 418: 3-3 Management of material topics Data Privacy and Security
Customer page 41
Privacy 2016 418-1 Substantiated complaints concerning breaches of customer privacy and losses of
customer data

076 ANNUAL REPORT 2023


CORPORATE REPORT

SUSTAINABILITY REPORT

Page Reference/
GRI Standard Disclosure Reasons For Omissions

ENVIRONMENTAL

GRI 301: 3-3 Management of material topics Not applicable


Materials 2016

GRI 302: 3-3 Management of material topics


Energy 2016
302-1 Energy consumption within the organisation Energy Consumption page 55

302-4 Reduction of energy consumption

302-5 Reductions in energy requirements of products and services Not applicable

GRI 303: 3-3 Management of material topics Efficient Water Management


Water and and Effluent Control
Effluents 2018 303-1 Interactions with water as a shared resource pages 52-53

303-2 Management of water discharge-related impacts Effluent Management


page 53

303-3 Water withdrawal Efficient Water Management


and Effluent Control
pages 52-53

303-4 Water discharge No data

303-5 Water consumption Efficient Water Management


and Effluent Control
pages 52-53

GRI 304: 3-3 Management of material topics Preservation and


Biodiversity Conservation of Biodiversity
2016 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas pages 48-51
and areas of high biodiversity value outside protected areas

304-2 Significant impacts of activities, products and services on biodiversity

304-3 Habitats protected or restored

GRI 305: 3-3 Management of material topics Total GHG Absolute


Emissions Emissions page 48
2016 305-1 Direct (Scope 1) GHG emissions

305-2 Energy indirect (Scope 2) GHG emissions

GRI 306: 3-3 Management of material topics Sustaining Value Through


Waste 2020 Waste Management
306-1 Waste generation and significant waste-related impacts page 53
306-2 Management of significant waste-related impacts

306-3 Waste generated

306-4 Waste diverted from disposal

306-5 Waste directed to disposal

ANNUAL REPORT 2023 077


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

Page Reference/
GRI Standard Disclosure Reasons For Omissions

ENVIRONMENTAL

GRI 308: 3-3 Management of material topics No data


Supplier
Environmental
Assessment
2016

SOCIAL

GRI 401: 3-3 Management of material topics Hiring and Retention


Employment page 58
2016 401-1 New employee hires and employee turnover

401-2 Benefits provided to full-time employees that are not provided to temporary or Employee Benefits and
part-time employees Welfare page 59

GRI 403: 3-3 Management of material topics Ensuring Safety and Health
Occupational At Work pages 62-63
Health and 403-1 Occupational health and safety management system
Safety 2018
403-2 Hazard identification, risk assessment, and incident investigation

403-5 Worker training on occupational health and safety

403-7 Prevention and mitigation of occupational health and safety impacts directly
linked by business relationships

403-9 Work-related injuries

GRI 404: 3-3 Management of material topics Training and Human Capital
Training and Development page 59
Education 404-1 Average hours of training per year per employee
2016
404-2 Programs for upgrading employee skills and transition assistance programs No data

GRI 405: 3-3 Management of material topics Diversity and Equal


Diversity and Opportunity page 57
Equal 405-1 Diversity of governance bodies and employees
Opportunity
2016

GRI 406: 3-3 Management of material topics Whistle-Blowing Policy


Non- pages 42-43;
discrimination 406-1 Incidents of discrimination and corrective actions taken Diversity and Equal
2016 Opportunity page 57

078 ANNUAL REPORT 2023


CORPORATE REPORT

SUSTAINABILITY REPORT

Page Reference/
GRI Standard Disclosure Reasons For Omissions

SOCIAL

GRI 407: 3-3 Management of material topics Ethical Supply Chain page 42;
Freedom of Labour Rights and Welfare
Association 407-1 Operations and suppliers in which the right to freedom of association and pages 56-57
and Collective collective bargaining may be at risk
Bargaining
2016

GRI 408: 3-3 Management of material topics Labour Rights and Welfare
Child Labor pages 56-57
2016 408-1 Operations and suppliers at significant risk for incidents of child labour

GRI 409: 3-3 Management of material topics Labour Rights and Welfare
Forced or pages 56-57
Compulsory 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory
Labor 2016 labour

GRI 413: 3-3 Management of material topics Community Investment


Local and Corporate Social
Communities 413-1 Operations with local community engagement, impact assessments, and Responsibility pages 64-68
2016 development programs

413-2 Operations with significant actual and potential negative impacts on local
communities

GRI 414: 3-3 Management of material topics No data


Supplier Social
Assessment
2016

ANNUAL REPORT 2023 079


TSH RESOURCES BERHAD 197901005269 (49548-D)

SUSTAINABILITY REPORT

STATEMENT OF ASSURANCE

Assurance Statement

In strengthening the credibility of the Sustainability Statement, selected aspects/parts of this Sustainability Statement have
undergone an internal review conducted by the Group’s Internal Audit Department and subsequently approved by the Audit
Committee.

The subject matters and scope, which includes the operating activities in the respective countries, covered by the internal
review are provided below:

Scope
No. Subject Matter Operating Activity Country

1. Labour Practices & Standards Plantations and Mills


Training hours by employee category. Engineered Hardwood Flooring Malaysia
Percentage of employees that are contractors/non-staff. Bio-integration
Indonesia
Employee turnover by category. Forest Management
Corporate and Investment Singapore
Number of substantiated complaints concerning human
rights violations. Holding Activities

2. Industry Certifications
Percentage of certified palm oil as a percentage of
Malaysia
total palm oil produced, used or processed, relative Plantations and Mills
to Roundtable on Sustainable Palm Oil or Malaysian Indonesia
Sustainable Palm Oil.

3. Diversity Plantations and Mills


Percentage of employees by gender and age group. Engineered Hardwood Flooring Malaysia
Percentage of directors by gender and age group. Bio-integration
Indonesia
Forest Management
Corporate and Investment Singapore
Holding Activities

4. Human Rights & Community Plantations and Mills


Amount invested in the community. Engineered Hardwood Flooring
Bio-integration Malaysia
Number of beneficiaries of the investment.
Forest Management Indonesia
Corporate and Investment
Holding Activities

5. Water
Total volume of water used.
Mills Malaysia
Engineered Hardwood Flooring Indonesia

080 ANNUAL REPORT 2023


Corporate Report

Corporate Structure
AS AT 31 DECEMBER 2023

Palm Products Segment Others Segment

100% 90% 100%


TSH Plantation Sdn. Bhd. PT. Prima Usaha Sukses Ekowood International Berhad

100% 70% 100%


TSH Plantation Management PT. Andalas Agro Industri Ekowood Malaysia Sdn. Bhd.
Sdn. Bhd.
70% 100%
90% PT. Andalas Wahana Berjaya TSH Bio-Energy Sdn. Bhd.
PT. Sarana Prima Multi Niaga
69.77% 100%
90% PT. Laras Internusa TSH Bio-Gas Sdn. Bhd.
PT. Teguh Swakarsa Sejahtera
60% 100%
90% RT Plantations Sdn. Bhd. TSH Biotech Sdn. Bhd.
PT. Farinda Bersaudara
56.68% 100%
90% Landquest Sdn. Bhd. CocoaHouse Sdn. Bhd.
PT. Mitra Jaya Cemerlang
51% 100%
90% LKSK Sdn. Bhd. TSH Agri Pte. Ltd.
PT. Bulungan Citra Agro Persada
50% 100%
90% TSH-Wilmar Sdn. Bhd. TSH Oversea Pte. Ltd.
PT. Munte Waniq Jaya Perkasa
21.94% 50%
90% Innoprise Plantations Berhad TSH-Wilmar (BF) Sdn. Bhd.
PT. Perkebunan Sentawar
Membangun

90%
PT. Andalas Wahana Sukses

Notes:
• The companies reflected above are operating subsidiaries/associated company/joint venture.
• The full list of companies under the TSH Group is set out in Note 23 to the Financial Statements.

Annual Report 2023 081


TSH RESOURCES BERHAD 197901005269 (49548-D)

Corporate Information

Board of Directors

DATUK KELVIN TAN AIK PEN NATASHA BINTI MOHD ZULKIFLI PAUL LIM JOO HENG
Chairman, Non-Independent Independent Independent
Non-Executive Director Non-Executive Director Non-Executive Director

DATO’ AIK SIM, TAN YAP BOON TECK TAN AIK KIONG
Group Managing Director Independent Group Executive Director
Non-Executive Director
DATO’ JASMY BIN ISMAIL LIM FOOK HIN
Independent VELAYUTHAN A/L TAN KIM SONG Non-Independent
Non-Executive Director/ Independent Non-Executive Director
Senior Independent Director Non-Executive Director

AUDIT COMMITTEE REMUNERATION COMMITTEE SHARE REGISTRAR IN MALAYSIA

YAP BOON TECK Paul Lim Joo Heng BOARDROOM SHARE REGISTRARS
Chairman/Independent Chairman/Independent SDN. BHD.
Non-Executive Director Non-Executive Director 11th Floor, Menara Symphony
(Member of the Malaysian Institute of No. 5 Jalan Prof. Khoo Kay Kim
Yap Boon Teck
Accountants) Seksyen 13, 46200 Petaling Jaya
Member/Independent
Selangor Darul Ehsan
DATO’ JASMY BIN ISMAIL Non-Executive Director
Tel : +603-7890 4700
Member/Independent
LIM FOOK HIN Fax : +603-7890 4670
Non-Executive Director
Member/Non-Independent E-mail : BSR.Helpdesk@
Velayuthan a/l Tan Kim Song Non-Executive Director boardroomlimited.com
Member/Independent
Non-Executive Director COMPANY SECRETARY SHARE TRANSFER AGENT IN SINGAPORE

LIM FOOK HIN Wong May Fun BOARDROOM CORPORATE &


Member/Non-Independent MAICSA 7018697 ADVISORY SERVICES PTE. LTD.
Non-Executive Director SSM PC No.: 202008002194 1 Harbourfront Avenue
(Member of the Malaysian Institute of Keppel Bay Tower
Certified Public Accountants) REGISTERED OFFICE #14-07 Singapore 098632
Tel : (65) 6536 5355
Level 10, Menara TSH
NOMINATION COMMITTEE E-mail : srs.teamb@
No. 8 Jalan Semantan
boardroomlimited.com
Dato’ Jasmy bin Ismail Damansara Heights
Chairman/Independent 50490 Kuala Lumpur
STOCK EXCHANGE LISTING
Non-Executive Director Tel : +603-2084 0888
Fax : +603-2084 0828 Main Market of Bursa Malaysia
NATASHA BINTI MOHD ZULKIFLI E-mail : tsh@tsh.com.my Securities Berhad
Member/Independent Stock code : 9059
Non-Executive Director AUDITORS Stock name : TSH
LIM FOOK HIN BDO PLT (LLP 0018825-LCA & AF 0206)
Member/Non-Independent Level 8, BDO @ Menara CenTARa Main Board of Singapore Stock
Non-Executive Director 360 Jalan Tuanku Abdul Rahman Exchange Securities Trading
50100 Kuala Lumpur Limited
Tel : +603-2616 2888 Stock code : TSH
Fax : +603-2616 3190/3191 Stock name : TSH Resources
Listing date : 26 September 2023
PRINCIPAL BANKERS
COMPANY WEBSITE
Ambank (M) Berhad
Hong Leong Bank Berhad www.tsh.com.my
OCBC Bank Malaysia Berhad
RHB Bank Berhad
United Oversea Bank (Malaysia) Bhd

082 Annual Report 2023


CORPORATE REPORT

PROFILE OF BOARD OF DIRECTORS

DATUK KELVIN
TAN AIK PEN
Chairman and Co-Founder
Non-Independent Non-Executive Director

Male 66 Malaysian

Kelvin is the Chairman and Co-Founder of the Company. He has He spearheaded the biodiversity conservation programme in
been a Director of TSH since 17 January 1986. He also sits on the ultramafic forest of the Meliau Range in close collaboration
the board of a number of private companies. with the Sabah Forestry Department. From 2010 to 2013, he was
the trustee of the Borneo Conservation Trust Sabah.
In 1997, Kelvin started the cocoa trading business in Bagan
Datoh, Perak. Anticipating that national production of cocoa • Kelvin was appointed to the Board of Directors of University
would be centered in the east coast of Sabah, he made a step to Malaysia Sabah from August 2017 to January 2020.
expand to Tawau in 1986. He pioneered the integrated concept • He also serves as an Honorary Director of Sabah Chinese
of cocoa business with both upstream sourcing and downstream High School since 2013.
processing. In 1988, CocoaHouse Industries Sdn. Bhd., a joint • On 3 September 2006, Universiti Malaysia Sabah conferred
venture with the Commonwealth Development Corporation of an Honorary Doctorate in Philosophy (Agroforestry) to Kelvin
UK, set up a cocoa butter/powder processing plant in Port Klang. for his many contributions to environmental conservation
and forestry.
Kelvin embarked on a similar approach with oil palm. In the 1990s, • Kelvin was first conferred Pingat Panglima Gemilang Darjah
he established oil palm plantations and palm oil mills in Sabah. Kinabalu (PGDK) that carries the title Datuk by the Governor
To enhance the economic and environmental sustainability of of Sabah, Tun Datuk Seri Panglima Hj Sakaran bin Hj Dandai
TSH’s oil palm business, a biomass cogeneration plant was built on the 16 September 1998.
in 2004. In 2006, TSH-Wilmar Sdn. Bhd., a downstream palm oil • On 19 April 2009, he was also conferred Darjah Dato’
refinery joint venture was set up with Wilmar as a partner. Paduka Mahkota Perak (DPMP) award that carries the title
Dato’ by the Sultan of Perak, Sultan Azlan Shah.
Kelvin with business entrepreneur, Garibaldi Thohir, expanded
TSH’s operations to Indonesia in 2003, which now has 36,000 He is a brother of Dato’ Aik Sim, Tan and Tan Aik Kiong.
Ha of oil palm and 4 palm oil mills, transforming TSH into a
regional integrated oil palm plantation player with upstream
and downstream activities. Garibaldi Thohir is the CEO and a Additional information:
significant shareholder of Adaro Energy. He does not have any conflict of interest with the Company.
He has not been convicted of any offences within the past 5 years
nor has he been imposed of any public sanction or penalty by the
TSH was listed on the Second Board of Bursa Malaysia in 1994,
relevant regulatory bodies during the financial year.
before being subsequently elevated to the Main Board in 2000.
Kelvin was also the catalyst and spearheaded the secondary
listing of TSH on the Main Board of Singapore Exchange
Securities Trading Limited in September 2023.

ANNUAL REPORT 2023 083


TSH RESOURCES BERHAD 197901005269 (49548-D)

PROFILE OF BOARD OF DIRECTORS

DATO’ AIK
DATUK KELVIN
SIM, TAN
TAN AIK PEN
Group Managing
Chairman and Co-Founder
Director
Non-Independent
Non-Executive Director

Male 60 Malaysian

Dato’ Aik Sim, Tan was appointed as Group Managing He has also played a big part in the development of the Group’s
Director on 1 January 2009 after serving as Chief Executive oil palm business, in particular, its expansion into Indonesia which
Officer since 1 September 2006. He was appointed to the has significantly enlarged the Group’s operations. In addition,
Board of Directors of the Company on 27 February 1992. He as Group Managing Director, he also charts the strategy for
is also the Group Managing Director of Ekowood International sustainable long-term growth of the Group.
Berhad (“Ekowood”) and sits on the board of various subsidiary
companies of TSH. He is a brother of Datuk Kelvin Tan Aik Pen and Tan Aik Kiong.

He obtained Bachelor’s Degrees in both Economics and


Engineering from Monash University, Australia in 1988.
Additional information:
He does not have any conflict of interest with the Company.
He joined the Group in 1989 and over the years, has been He has not been convicted of any offences within the past 5 years
heavily involved in its various business units and operations. nor has he been imposed of any public sanction or penalty by the
He had a major hand in setting up CocoaHouse Sdn. Bhd.’s relevant regulatory bodies during the financial year.
manufacturing facilities and its operations and played a leading
role in the listing of TSH in 1994.

He was appointed the Chief Executive Officer of Ekowood in


1994 to spearhead the establishment of the integrated timber
complex from a green field site. He was subsequently appointed
as Group Managing Director in 2009 and played a pivotal role
in its rapid growth, elevating it into an international and award-
winning brand to be reckoned within the engineered hardwood
flooring industry.

084 ANNUAL REPORT 2023


CORPORATE REPORT

PROFILE OF BOARD OF DIRECTORS

DATO’ JASMY
DATUK KELVIN
TANISMAIL
BIN AIK PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director

Male 60 Malaysian

Dato’ Jasmy bin Ismail was appointed as an Independent BCS Information Systems Pte. Ltd. (“BCSIS”) and held the
Non-Executive Director of TSH on 4 June 2014. Currently, he position until 2007. He was also an Independent Non-Executive
also serves as the Chairman of the Nomination Committee and Director of Malaysia Building Society Berhad and Reach Energy
a member of the Audit Committee. He was appointed as the Berhad up to February 2018 and March 2023 respectively.
Senior Independent Director on 24 November 2023.
He is currently the Independent Non-Executive Deputy
He obtained his Chartered Institute of Logistics and Transport Chairman of Symphony Life Berhad. He is also the Independent
in the United Kingdom and Master of Science (Msc) in Transport Non-Executive Chairman of Naza TTDI Sdn. Bhd. and Naza
Management from City University, London. Automotive Group. He is an appointed Council Member of
Badminton Association of Malaysia and a Trustee of Yayasan
In 1988, Dato’ Jasmy joined IBM Malaysia and held various Budi Penyayang.
positions within the Sales and Marketing Division, responsible
mainly for the public sector and financial service industries. Prior He does not have any family relationship with any Director and/
to leaving IBM Malaysia, he was the Executive Assistant to the or major shareholder of the Company.
Chief Executive Officer of IBM Malaysia.

Dato’ Jasmy joined CCAAP Technologies Sdn. Bhd. as General


Additional information:
Manager in 1996. He was also the Executive Director of New
He does not have any conflict of interest with the Company.
Technology & Innovation Sdn. Bhd.. He has not been convicted of any offences within the past 5 years
nor has he been imposed of any public sanction or penalty by the
In 2001, Dato’ Jasmy co-founded Symphony Global Technologies relevant regulatory bodies during the financial year.
Sdn. Bhd. (now known as SGT International Sdn. Bhd.) and was
involved in the formulation of Symphony House Berhad which was
then listed on Bursa Malaysia Securities Berhad in 2003. He was
the Chief Executive of Symphony’s Technology Services Division.
He also served as the Chairman of Symphony BCSIS Sdn. Bhd.,
a joint-venture company with OCBC Singapore’s subsidiary,

ANNUAL REPORT 2023 085


TSH RESOURCES BERHAD 197901005269 (49548-D)

PROFILE OF BOARD OF DIRECTORS

NATASHA
DATUK KELVIN
BINTI
TAN AIK
MOHD ZULKIFLI
PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director

Female 49 Malaysian

Natasha binti Mohd Zulkifli was appointed as an Independent From 2012 to 2015, Natasha sat as Malaysia’s representative on
Non-Executive Director of TSH on 2 July 2018. Currently, she also the Asia Low Emission Development Strategies (LEDS) Partnership
serves as a member of the Nomination Committee. Steering Committee, which is a voluntary regional network set up
by USAID to support and promote low-emission development
She studied in Kuala Lumpur, New Zealand and London, obtaining across Asia and the Pacific region.
a law degree from the London School of Economics (LSE) with a
special focus on European Union and international law. Between 2015 and 2019 Natasha represented Malaysia on
the Business Women’s Working Group in the ASEAN Business
She is a Stakeholder Director at YTL Construction, part of the Advisory Council (ASEAN-BAC).
project team that is building the new 192km electrified double
track rail link for the Malaysian government, in the state of In 2019, the German government recognised Natasha as a one of
Johor. Natasha has extensive experience in the Malaysian public the ‘Remarkable Women in Transport’, officially recognising her
transport space, having worked previously at Prasarana Malaysia as a female change-maker and highlighting her contribution to
Berhad and also at Malaysia’s Land Public Transport Commission sustainable mobility solutions.
(SPAD).
In 2021, the Malaysian government awarded Natasha as the
Given her deep interest to strengthen human capital development inaugural winner of the Outstanding Woman of the Year in Rail
in the Malaysian rail space, in 2017, Natasha founded Women Award.
in Rail Malaysia, a not-for-profit entity which was established to
support and promote equality and diversity within the Malaysian In 2022, International Railway Journal (“IRJ”) recognised Natasha
rail industry. She is passionate about driving Women in Rail and profiled her as one of the winners of IRJ in Women in Rail
Malaysia for the benefit of women not just currently working Awards 2022.
within the industry but to also promote the Malaysian rail space as
a career of choice to young women studying in secondary schools She does not have any family relationship with any Director and/
and in universities. or major shareholder of the Company.

Natasha also previously ran the Malaysia-Europe Forum (MEF) as


its Executive Director. The MEF was set up to improve economic
Additional information:
relations and bilateral understanding between Malaysia and
She does not have any conflict of interest with the Company.
Europe in areas relating to business and trade.
She has not been convicted of any offences within the past 5 years
nor has she been imposed of any public sanction or penalty by the
relevant regulatory bodies during the financial year.

086 ANNUAL REPORT 2023


CORPORATE REPORT

PROFILE OF BOARD OF DIRECTORS

YAP BOON
DATUK KELVIN
TECK
TAN AIK PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director

Male 69 Malaysian

Yap Boon Teck was appointed as an Independent Non- the Group General Manager, overseeing management of
Executive Director of TSH on 15 December 2015. Currently, the completed projects such as building management,
he also serves as the Chairman of the Audit Committee and shopping centre and hotels. He was also involved in the
a member of the Remuneration Committee. negotiation to purchase a major property and responsible
for the various departments within the company, namely
He obtained his professional accounting qualification from personnel, legal, finance and accounting and general
the Association of Chartered Certified Accountants (ACCA), administration.
United Kingdom. He is a member of the Malaysian Institute
of Accountants. In March 2011, he joined KIP Group of Companies as
Chief Executive Officer. He resigned from the KIP Group of
He started his career with a small-to-medium sized Companies on 31 May 2017.
accounting and audit firm in the United Kingdom before
moving on to a medium-to-large local accounting and audit He rejoined Malaysia Land Properties Sdn. Bhd. as
firm in Kuala Lumpur. While in public practice, he has gained Managing Director-Asset Management on 1 June 2018.
experience in auditing both private and public companies He was subsequently appointed as Director and Financial
mainly in finance and banking, property developments and Advisor of Malaysia Land Properties Sdn. Bhd. on 1 June
manufacturing sectors. 2020 after his retirement as Managing Director on 31 May
2020, a position he holds until to date.
He joined the MBf Group of Companies in November 1983
as an accountant and subsequently held various positions He does not have any family relationship with any Director
within its group which included, property, insurance & and/or major shareholder of the Company.
financial services and manufacturing. Prior to leaving MBf
Group in August 2003, he was the President-Corporate of
MBf Holdings Berhad and MBf Capital Berhad.
Additional information:
He does not have any conflict of interest with the Company.
In August 2003, he was appointed as Executive Director He has not been convicted of any offences within the past 5 years
of Metroplex Berhad before he left in March 2006 to join nor has he been imposed of any public sanction or penalty by the
Malaysia Land Properties Sdn. Bhd. where he served as relevant regulatory bodies during the financial year.

ANNUAL REPORT 2023 087


TSH RESOURCES BERHAD 197901005269 (49548-D)

PROFILE OF BOARD OF DIRECTORS

VELAYUTHAN
DATUK KELVINA/L
TAN KIM
AIK PEN
SONG
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director

Male 69 Malaysian

Velayuthan a/l Tan Kim Song was appointed as are currently and actively pursuing rejuvenation efforts
an Independent Non-Executive Director of TSH on for the coconut industry of the Solomon Islands, through
24 November 2023. Currently, he also serves as a member rehabilitation and replanting programmes & introduction of
of the Audit Committee. coco-technology, whilst initiating for a second and similar
set up in East Malaysia.
He has a Diploma in Management from the Malaysian
Institute of Management in 1983. He does not have any family relationship with any Director
and/or major shareholder of the Company.
He served Multi-Purpose Holdings Berhad for 5 years
before joining IJM Corporation Berhad in 1985. In 1994,
he was appointed as Group General Manager and later as
Additional information:
Executive Director in 1997 and Managing Director in 2003.
He does not have any conflict of interest with the Company.
He was appointed as Group Executive Director of IJM He has not been convicted of any offences within the past 5 years
Corporation Berhad from 2001to 2003. He was the catalyst nor has he been imposed of any public sanction or penalty by the
& spearheaded the listing of IJM Plantations Berhad on relevant regulatory bodies during the financial year.
the Bursa Malaysia Securities Berhad in 2003. He was the
Chief Executive Officer and Managing Director of IJM
Plantations Berhad in 2004 and retired in 2010. He was
later appointed as Chief Executive Officer to complete the
Group’s Indonesian plantation development.

In the years to follow, Vela focused on overseas investments


and plantations related opportunities in Fiji and Solomon
Islands, apart from managing his family and own plantations
in both Malaysia and Indonesia. In 2018, he ventured into
coconut plantation business with the establishment of
Islands Own Pte. Ltd., having its first operations initiated
in the Solomon Islands. He and his management team

088 ANNUAL REPORT 2023


CORPORATE REPORT

PROFILE OF BOARD OF DIRECTORS

PAUL LIM
DATUK KELVIN
JOO HENG
TAN AIK PEN
Independent
Chairman andNon-Executive
Co-Founder Director
Non-Independent
Non-Executive Director

Male 68 Singaporean

Paul Lim Joo Heng was appointed as an Independent Non- from 2000 to 2006, he was the Group General Manager
Executive Director of TSH on 1 March 2023. and Chief Financial Officer of Choo Bee Metal Industries
Berhad (“CBMI”), a steel product manufacturing company
He obtained his professional accounting qualification from listed on the Kuala Lumpur Stock Exchange (now known as
the Association of Chartered Certified Accountants (ACCA), Bursa Malaysia Securities Berhad).
United Kingdom.
He also has experience in managing oil palm plantations
He started his career with KPMG (then known as Peat owned by the major shareholders of CBMI. His plantation
Marwick Mitchell & Co) in Singapore in 1978. While in management experience also includes approximately 6
public practice, he has gained experience in auditing both years with North Borneo Plantations Sdn. Bhd. from 1986
private and public companies in a wide range of industries to 1992 where he served as Finance Director.
including plantations, manufacturing services and financial
institutions. He was also employed as Group Financial Controller/
Company Secretary of TSH from 1993 to 1998.
He presently holds the position of Chief Investment Officer
of CM Energy Tech Co. Ltd. (“CM Energy”) which from He does not have any family relationship with any Director
2009 till 2019, he served as Group Chief Financial Officer. and/or major shareholder of the Company.
CM Energy is an Offshore & Marine engineering and
service provider listed on the Hong Kong Stock Exchange.
In his current position as Chief Investment Officer with the
Additional information:
CM Energy Group, in addition to leading the investment
He does not have any conflict of interest with the Company.
function, he also undertakes key roles in chartering and sale He has not been convicted of any offences within the past 5 years
of Offshore Marine Vessels and management of offshore nor has he been imposed of any public sanction or penalty by the
asset contracts for oil rigs and offshore service vessels. relevant regulatory bodies during the financial year.

Prior to joining CM Energy, from 2007 to 2008, he served


as VP Finance at Yantai Raffles Shipyard Limited (“YRS”), a
Singaporean owned shipyard group with shipyard facilities
located in Yantai, Shandong, China. Before joining YRS,

ANNUAL REPORT 2023 089


TSH RESOURCES BERHAD 197901005269 (49548-D)

PROFILE OF BOARD OF DIRECTORS

TAN AIK KIONG

Group Executive Director

Male 63 Malaysian

Tan Aik Kiong is the Group Executive Director of TSH. He is a brother of Datuk Kelvin Tan Aik Pen and Dato’ Aik
He was appointed to the Board of Directors of TSH on Sim, Tan.
25 November 1987. He sits on the boards of various
subsidiaries, and jointly-controlled companies of TSH and
holds directorship in other private limited companies. He
Additional information:
is currently the Managing Director of Innoprise Plantations
He does not have any conflict of interest with the Company.
Berhad, a company listed on the Main Market of Bursa He has not been convicted of any offences within the past 5 years
Malaysia Securities Berhad. nor has he been imposed of any public sanction or penalty by the
relevant regulatory bodies during the financial year.
He holds a Masters Degree in Civil Engineering, majoring
in Construction Management, from the University of
Oklahoma, United States of America.

He has more than 30 years of experience in resource based


industries, which include cocoa and palm oil covering
both the primary, processing, refining and international
trade segments throughout his career with the Company,
Innoprise Plantations Berhad, Prudential Bache Ltd., an
established brokerage and commission house and Ameroid
Services Pte. Ltd., an independent warehousing company
in Singapore.

090 ANNUAL REPORT 2023


CORPORATE REPORT

PROFILE OF BOARD OF DIRECTORS

LIM FOOK
DATUK KELVIN
HIN
TAN AIK PEN
Non-Independent
Chairman and Co-Founder
Non-Executive Director
Non-Independent
Non-Executive Director

Male 74 Malaysian

Lim Fook Hin was appointed as an Executive Director He does not have any family relationship with any Director
of TSH on 9 May 1997. On 1 February 2016, he was and/or major shareholder of the Company.
re-designated as a Non-Independent Non-Executive
Director. Currently, he serves as a member of the Audit
Committee, Remuneration Committee and Nomination
Additional information:
Committee. He also sits on the boards of some of the
He does not have any conflict of interest with the Company.
subsidiaries of the TSH Group and holds directorship in He has not been convicted of any offences within the past 5 years
other private limited companies. nor has he been imposed of any public sanction or penalty by the
relevant regulatory bodies during the financial year.
He is a member of the Malaysian Institute of Certified Public
Accountants. After qualifying as a member of the Institute
of Chartered Accountants in England and Wales, he joined
Coopers & Lybrand as an Audit Senior in 1976 and was
transferred to Coopers’ management consultancy services
in 1977. He joined the Commonwealth Development
Corporation (“CDC”) in 1978 and was seconded to
Sarawak Oil Palm Sdn. Bhd. as Company Secretary.

He was transferred to BAL Plantation Sdn. Bhd. in 1981


as Financial Controller until 1993. His main responsibility
included financial management, merger and acquisition
and commodity marketing. He was again transferred by
CDC to assume the position of the Chief Executive of
United Palm Oil Industries PLC, a company listed on the
Stock Exchange of Thailand before joining TSH in 1997.

ANNUAL REPORT 2023 091


TSH RESOURCES BERHAD 197901005269 (49548-D)

Profile of Key Senior Management

FONG GING PANG Fong Ging Pang joined TSH in 2010 and was appointed as General Manager, Finance
on 1 January 2022.
General Manager, Finance
He started his working career in a management service company in 1988. Prior to
joining the Company, he was the Assistant General Manager of Finance in a public
listed company.

He is a graduate of the Chartered Association of Certified Accountant and is a member


Male 57 Malaysian of the Malaysian Institute of Accountants. He has more than 30 years of experience in
finance and accounting.

He does not hold any directorships in public companies and listed issuers. He has no
family relationship with any Director and/or major shareholder of the Company. He
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.

WONG MAY FUN Wong May Fun is an Associate Member of the Malaysian Institute of Chartered
Secretaries and Administrators (MAICSA).
Company Secretary
She was appointed as the Company Secretary of TSH on 1 January 2023 overseeing
the corporate secretarial functions of TSH Group including its joint-venture companies.
She has more than 30 years of experience in corporate secretarial practice. Prior to
joining TSH, she was the Company Secretary of a few public companies listed on the
Main Board of Bursa Malaysia Securities Berhad, which include amongst others, Fraser
Female 54 Malaysian & Neave Holdings Bhd, UEM Sunrise Berhad and Sunrise Berhad.

She does not hold any directorships in public companies and listed issuers. She has no
family relationship with any Director and/or major shareholder of the Company. She
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. She has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.

WONG TWEE Wong Twee Jong joined the Group on 16 July 2008 as Senior Manager and was
promoted to become General Manager, Strategic Planning & Operations on 1 January
JONG 2020. He holds a Bachelor’s Degree in Finance and Investments and a Master’s Degree
in Accounting from the City University of New York, Baruch College, USA.
General Manager, Strategic
Planning & Operations Prior to joining the Company, he held senior positions in a few public listed companies
overseeing corporate finance and accounting functions and was responsible for the
execution and implementation of corporate restructuring, mergers and acquisitions
and fund raising exercises.

He does not hold any directorships in public companies and listed issuers. He has no
Male 58 Malaysian
family relationship with any Director and/or major shareholder of the Company. He
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.

092 Annual Report 2023


Corporate Report

Profile of Key Senior Management

NG KOK AUN Ng Kok Aun was appointed as General Manager, Group Human Resources on
2 February 2021. He obtained his B. Education Hons in TESL from the University
of Southampton, United Kingdom and his Post Graduate Certificate in Business
General Manager,
Administration from the University of Leicester, United Kingdom.
Group Human Resources
Prior to joining the Company, he was the Executive Vice President of a multinational
organizational. He has 25 years of experience in human resources.

He does not hold any directorships in public companies and listed issuers. He has no
Male 48 Malaysian family relationship with any Director and/or major shareholder of the Company. He
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.

SUHAIMI BIN Suhaimi bin Suwiti was appointed as General Manager, Mill Operations on 1 March
2020. He obtained his BEng (Hons) in Electrical & Electronic Engineering from the
SUWITI University of Malaya, Malaysia.
General Manager,
Mill Operations Prior to joining the Company in 2005, he was an Engineer attached to a few palm oil
mills in IOI group. He has 23 years of experience in palm oil milling. He also holds a
few competency certificates endorsed by local authorities.

He does not hold any directorships in public companies and listed issuers. He has no
family relationship with any Director and/or major shareholder of the Company. He
Male 48 Malaysian
has no conflict of interest with the Company and has no conviction for offences within
the past 5 years. He has not been imposed with any public sanction or penalty by the
relevant regulatory bodies during the financial year.

Choong Wei Choong Wei Theng is a member of the Malaysian Institute of Accountants. She
obtained her professional accounting qualification from the Association of Chartered
Theng Certified Accountants (ACCA), United Kingdom.
General Manager, Centralised
Finance She has been with TSH Group since 2011 and was appointed as General Manager,
Centralised Finance on 1 January 2022. She has over 20 years of experience in
auditing, accounting, taxation, treasury and business information system. She started
her career as an auditor and has subsequently served in a few public and private
companies prior to joining TSH Group.

Female 53 Malaysian
She does not hold any directorships in public companies and listed issuers. She has
no family relationship with any Director and/or major shareholder of the Company.
She has no conflict of interest with the Company and has no conviction for offences
within the past 5 years. She has not been imposed with any public sanction or penalty
by the relevant regulatory bodies during the financial year.

Annual Report 2023 093


TSH RESOURCES BERHAD 197901005269 (49548-D)

Profile of Key Senior Management

GOH KIAN YIN Goh Kian Yin joined the Group as Regional Financial Controller on 4 January 2016.
He holds a Bachelors Degree in Accounting from La Trobe University, Australia and is a
member of CPA Australia.
Regional Financial Controller
His work experience spans more than 20 years in several public listed and multinational
companies in corporate finance, accounting, and taxation within various industries. Prior to
joining the Company, he held senior positions in the finance division of GMG Global Ltd., a
Singapore based integrated natural rubber producer, with primary focus on the production
and supply of premium natural rubber products to the European, American and Asian
markets. He was responsible for leading the development and execution of the GMG
Male 44 Malaysian
Group’s long-term strategy for its operation in Africa and Indonesia. He has previously
served as Director in IMC Plantation Group of Companies in Indonesia. He started his
career with RSM International in Malaysia.

He does not hold any directorships in public companies and listed issuers. He has no family
relationship with any Director and/or major shareholder of the Company. He has no conflict
of interest with the Company and has no conviction for offences within the past 5 years.
He has not been imposed with any public sanction or penalty by the relevant regulatory
bodies during the financial year.

LAM KAH KUAN Lam Kah Kuan was appointed as General Manager, Mill on 1 September 2023. He
obtained his Diploma in Marine Engineering from Politeknik Ungku Omar, Malaysia and
General Manager, Mill Diploma in Oil Palm Milling Technology & Management (Distinction) from Malaysian Palm
Oil Board, Malaysia. He is a Certified Steam Engineer from Jabatan Keselamatan Dan
Kesihatan Pekerjaan, Malaysia.

Prior to joining the Company, he was a General Manager of Taner Industrial Technology
(M) Sdn. Bhd. and has held various senior roles in similar field, extensively in the oil palm
Male 49 Malaysian industry with major players such as Kuala Lumpur Kepong Berhad, Rimbunan Hijau Group
and Royal Golden Eagle (Indonesia). He has altogether 26 years of working experience in
palm oil mill operation and project.

He does not hold any directorships in public companies and listed issuers. He has no family
relationship with any Director and/or major shareholder of the Company. He has no conflict
of interest with the Company and has no conviction for offences within the past 5 years.
He has not been imposed with any public sanction or penalty by the relevant regulatory
bodies during the financial year.

094 Annual Report 2023


Governance with Integrity

Corporate Governance Overview Statement

The Board of Directors (“Board”) of TSH Resources Berhad (“TSH” or “Company”)


recognises that exercise of good corporate governance in conducting the businesses
and affairs of the Company with integrity, transparency and professionalism are the key
components for long-term sustainability of the businesses and performance of TSH Group
(“Group”). These will not only safeguard and enhance shareholders’ investment and value
but will at the same time, ensure that the interests of other stakeholders are protected.

The Board is therefore, committed to high standards of corporate governance and business practices. Accordingly, the
Board has adopted TSH Corporate Governance Guidelines (“TSH CG Guidelines”) to assist the Board in the exercise of
its responsibilities. The TSH CG Guidelines and the Board Charter which includes the terms of reference (“TOR”) of the
Board Committees, provide the framework for corporate governance at TSH. The Board periodically reviews the TSH CG
Guidelines, the Board Charter along with the TOR of the Board Committees to ensure their relevance.

The Board is pleased to present this Statement, an overview of TSH’s corporate governance practices during the financial
year with reference to the following three Principles, which are set out in the Malaysian Code on Corporate Governance 2021
(“Code”):

Principle A

Board Leadership and Effectiveness

Principle B

Effective Audit and Risk Management

Principle C

Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders

This Statement should be read together with the Corporate Governance Report (“CG Report”), which elaborates further
on the detailed application of each practice set out in the Code. The CG Report is available on the Company’s website at
www.tsh.com.my.

Principle A: Board Leadership and Effectiveness

I. Role and Responsibilities of the Board

The Board has overall responsibility for overseeing the effective management and control of the Group on behalf of
TSH’s shareholders and supervising executive management’s conduct of the Group’s affairs within a controlled authority
framework, which is designed to enable all aspects of operation are prudently and effectively assessed and monitored.
The Board has adopted a schedule of matters reserved to it for decision, the details of which are set out in the Board
Charter. A copy of the Board Charter is available on TSH’s website at www.tsh.com.my.

The Board is guided by the Board Charter, which sets out the Board’s roles, powers, duties and functions. The structure
of the Board ensures that no individual or a group of individuals dominates the Board’s decision-making process.
The Board is supported by the Audit Committee, Nomination Committee and Remuneration Committee. Each Board
Committee has its defined TOR, which are available on the Company’s website.

Annual Report 2023 095


TSH RESOURCES BERHAD 197901005269 (49548-D)

Corporate Governance Overview Statement

Our Governance Framework

Board of Board
Directors Committees

Group
Managing
Director Audit Committee Nomination Committee Remuneration Committee

Sustainability
Steering Internal Audit Integrity Unit
Committee

Clear Functions of the Board and Management

There is a clear distinction between the roles and responsibilities of the Board, Chairman and Group Managing Director,
which are set out in the TSH CG Guidelines. The Board determines the strategic objectives and policies of the Group for
delivering sustainable value and long-term success. It ensures effective leadership through oversight on management
and robust monitoring of performance and governance in the Group.

The respective roles of the Chairman and the Group Managing Director are clearly defined in order to promote
accountability and facilitate division of responsibilities between them and as a mechanism for checks and balances. The
Board believes that the separation of the roles and responsibilities of the Chairman and the Group Managing Director
ensures appropriate balance of power and authority. The Chairman leads the Board by setting the tone at the top and
managing Board effectiveness that focuses on strategy, governance and compliance. The Group Managing Director
focuses on the business, organisational effectiveness and day-to-day management of the Group. He also executes the
Board’s decisions and strategic policies, and leads the management executives to oversee the operations of TSH Group.

The Board retains full and effective control of the Company. Matters specifically referred to the Board for approval
include, inter-alia reviewing and approving corporate proposals, strategic plans and annual budgets, matters relating
to sustainability and climate change, acquisitions and disposals of undertakings and properties of a substantial value,
major investments and financial decisions and changes to the management and control structure within the Group,
including key policies and procedures and delegated authority limits.

The Board delegates some of its function to the Board Committees, which operate within their clearly defined TOR
with a view to assisting the Board in the fulfillment of its responsibilities. Chairmen of the respective Board Committees
report to the Board with a recommendation on the matters considered at the meetings of the Board Committees. In
addition, minutes of meetings of the Board Committees are circulated to all Board members to keep them abreast of
the actions and decisions taken by the Board Committees.

The Board plays an active role in the development of the Group’s strategic plan with a view to maximising shareholder
value and promoting sustainability. The role includes reviewing and commenting on the Group’s strategic plan prepared
by management along with providing final approval for the plan. In conjunction with this, the Board also reviews and
approves the annual budget for the ensuing year and monitors management’s implementation and performance of the
agreed strategic plan.

096 Annual Report 2023


Governance with Integrity

Corporate Governance Overview Statement

The Board carries out periodic review of the achievements by the various operating segments against their respective
business targets to determine whether these divisions are efficiently managed. Financial statements are reviewed by the
Board before being released to the public through Bursa LINK and SGXNet.

Some of the matters considered by the Board in relation to strategic priorities are disclosed in the CG Report.

Company Secretary

The Board is supported by an in-house qualified Company Secretary who is a member of the Malaysian Institute of
Chartered Secretaries and Administrators (MAICSA), suitably experienced and competent. The Company Secretary
ensures that the Directors are provided with sufficient information and time to prepare for Board meetings. She also
prepares minutes of meetings in a timely manner and provides advisory services to the Board on corporate administration
and governance matters including compliance with relevant laws, rules and regulations.

All Directors have access to the advice and services of the Company Secretary, whose appointment and removal is a
matter for the Board, to whom the Company Secretary is directly accountable.

Supply and Access to Information and Advice

The Directors have access to all information within the Company, whether as a full board or in their individual capacity,
to the extent that the information required is pertinent to the discharge of their duties as Directors.

For each meeting of the Board and Board Committees, the meeting papers are, to the extent feasible, provided/made
available five working days prior to each meeting so that Directors have sufficient time to read and understand the
information and obtain further information, clarification or explanation, where necessary. Adequate time is allocated for
Directors to raise other matters that are not covered by the formal agenda.

The Board has also put in place a procedure for Directors, whether as a full Board or in their individual capacity, to take
independent professional advice at the Company’s expense, if necessary. Details of such procedure are disclosed in the
TSH CG Guidelines.

Management will make all information readily available to professional advisers and make themselves available to such
advisers, if requested in order to facilitate the effective solution of the Director’s concerns. The findings of the advisers
will then be put before the Board for determination of any action that may be required by the Company.

Management may, from time to time, be requested to attend Board meetings to present and provide additional
information on matters being discussed and to respond to any queries that the Directors may have.

Code of Ethics

The Board is guided by a high standard of ethical conduct in accordance with the Group’s Code of Conduct and Ethics.
The Board is ultimately responsible for the implementation of this Code of Conduct and Ethics.

The Board has delegated to the Nomination Committee the responsibility to administer this Code of Conduct and
Ethics. The procedures set out in the TSH CG Guidelines are disclosed in the CG Report.

TSH has a Code of Ethics governing the employees. The provisions set out in the Code of Ethics ensure compliance
with laws and regulations, sound employment practices, confidentiality and privacy. It also includes amongst others,
provisions on conflicts of interest, anti-bribery and the protection and proper use of TSH’s assets and resources. To tackle
new challenges, this Code of Ethics has been expanded to include anti-corruption and money laundering provisions.

Annual Report 2023 097


TSH RESOURCES BERHAD 197901005269 (49548-D)

Corporate Governance Overview Statement

Whistle-Blowing Policy

The Board has put in place a Whistle-Blowing Policy that outlines the principles underpinning the policy and procedures.
The Group’s Whistle-Blowing Policy was last reviewed and updated in February 2024.

This policy aims to encourage the reporting of any misconduct, wrongdoings, corruption and instances of fraud, waste,
and/or abuse involving the resources of the Group, in good faith, with the confidence that stakeholders making such
reports will, to the extent possible, be protected from reprisal. The Group is committed to absolute confidentiality and
fairness in relation to the matters raised.

The Whistle-Plowing Policy is available on the Company’s website at www.tsh.com.my.

Anti-Bribery and Corruption Policy (“ABC Policy”)

Taking cognisance of the introduction of corporate liability by the Malaysian Anti-Corruption Commission (Amendment)
Act 2018, the Group has taken various proactive actions to strengthen the Group’s internal processes and practices
during the financial year under review in order to ensure that it has adequate procedures in place to prevent persons
associated with the Group from undertaking corrupt conduct.

TSH Group always believes in being open and transparent in conducting its business. With this also comes TSH Group’s
commitment to operating in an ethical and responsible manner, accompanied by the highest standards of integrity and
compliance with laws and regulations.

As the Group reinforces its principle towards zero tolerance approach to bribery and corruption in all its forms, an
ABC Policy has been put in place by the Board. This ABC Policy has been developed as part of TSH Group’s Anti-
Bribery Management System, which has been designed to help prevent, detect and address bribery and corruption, by
establishing a culture of integrity, transparency and compliance.

TSH has further enhanced its ABC Policy by developing the Gifts and Hospitality Policies and Procedures setting out
the quantitative guidance for acceptable standard and to maintain high level of integrity in the conduct of TSH Group’s
businesses.

The ABC Policy and the Gift and Hospitality Policies and Procedures had been distributed to all employees within the
Group for awareness. During the financial year under review, training and communication in respect of anti-bribery and
corruption along with gifts and hospitality had been carried out for directors and employees of the Group.

The Board will review the ABC Policy once in every three years or as and when necessary, to assess its effectiveness and
ensure that the ABC Policy is kept abreast with the relevant developments in the legislation as well as evolving industry
and international standards. The ABC Policy was last reviewed and updated in February 2024, and is available on the
Company’s website at www.tsh.com.my for reference.

The Internal Audit Department is tasked with the responsibilities aimed at fortifying the Group’s procedural framework
by examining staff claims for validity and compliance, reviewing donations through budgetary reviews and alignment
with the Limits of Authority, as well as examining authorisations for gifts, hospitality, and donations against prescribed
limits. This oversight responsibility also ensures proper transaction-recording for effective monitoring and evaluation,
assuring the Group’s high standards of corporate conduct against bribery and corruption.

An Integrity Unit has been established by the Company to oversee day-to-day responsibilities for implementing the
ABC Policy of TSH Group.

TSH Group’s zero-tolerance on, and compliance with, anti-bribery and corruption practices are also communicated to
all its business associates at the onset of relationship with them and repeated or reinforced as appropriate thereafter.

098 Annual Report 2023


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Corporate Governance Overview Statement

Governing Sustainability

The Board together with senior management is responsible for the governance of sustainability in the Company
including the setting of the Company’s sustainability strategies, priorities and targets. The sustainability governance
framework, the Group’s strategies, priorities and targets and their performance against the set targets are disclosed in
the Sustainability Report of TSH Group, which is set out in this Annual Report.

The Board is kept abreast on the sustainability issues which are relevant to the TSH Group through regular updates
from the Group Managing Director, who is in turn supported by the Environmental, Social and Governance (“ESG”)
Department led by the Head of ESG. The Head of ESG is assisted by a Sustainability Steering Committee.

II. Board Composition and Independence

Currently, the Board consists of nine members, five Independent Non-Executive Directors including one female Director,
two Non-Independent Non-Executive Directors, one of whom is the Chairman and two Executive Directors, including
Group Managing Director.

Board Composition Gender Diversity

11%
22%

Non-Independent 56%
Non-Executive
Directors
22% 89%
Executive
Directors Female
Directors
Independent
Non-Executive Male
Directors Directors

The Board composition complies with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) (“Listing Requirements”), which requires a minimum of two Directors or one-third of the board of directors,
whichever is the higher, to be independent directors and one director to be a woman. Its composition also complies
with Practice 5.2 of the Code stating that at least half of the board comprises independent directors.

The Board comprises a majority of Non-Executive Directors, and the Independent Directors are able to exercise
strong independent judgement and provide checks and balances to the Board with their unbiased and independent
views, advice and judgement in all Board deliberations. The composition of the Board continues to provide the Group
with a wealth of knowledge and experience to draw from a comprehensive mix of skills including financial, technical,
accountancy, audit, human resource, business, sustainability, investment and management expertise, which is important
for the continued successful direction of the Group.

The Board, through its Nomination Committee, reviews annually the size, composition and diversity of the Board and
Board Committees together with the skills and core competencies of the members, to ensure an appropriate balance
and diversity of skills and experience. The Board and the Nomination Committee have upon their annual assessment,
concluded that the current Board size and composition of a balanced mix of skills, knowledge and experience in the
business and management fields are appropriate and adequate to enable the Board to carry out its responsibilities in
an effective and efficient manner.

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Corporate Governance Overview Statement

Annual Assessment of Independent Directors

Independent Non-Executive Directors play a crucial role in bringing objectivity to the decisions made by the Board. They
provide independent judgement, experience and objectivity without being subordinated to operational considerations.
They help to ensure that the interests of all stakeholders are taken into account and that the relevant issues are subjected
to objective and impartial consideration by the Board.

All Independent Directors are required to assess their level of independence annually by completing an annual
assessment of the independence of Independent Directors for submission to the Nomination Committee for review
and assessment. The Chairman of the Nomination Committee shall then report the findings and/or recommendations
to the Board.

For the financial year under review, each of the five Independent Non-Executive Directors had provided an annual
confirmation of his/her independence to the Board based on the policy on criteria for assessing independence in line
with the definition of “independent directors” prescribed by the Listing Requirements. The Nomination Committee and
the Board had assessed the five Independent Non-Executive Directors of the Company, namely Dato’ Jasmy bin Ismail,
Natasha binti Mohd Zulkifli, Yap Boon Teck, Velayuthan a/l Tan Kim Song and Paul Lim Joo Heng and were satisfied with
the level of independence demonstrated by all the Independent Directors and their ability to act in the best interest of
the Company. Each Independent Director has retained their independence throughout the tenure and had not in any
circumstances formed any association with management that might compromise their ability to exercise independent
judgement.

Tenure of Independent Director

The Board believes that the interests of all stakeholders are best served if its composition includes a blend of experience
and tenure among Directors. The Board is of the view that the ability of long serving independent directors to remain
independent and to discharge their duties with integrity and competency should not be measured solely by tenure of
service or any pre-determined age. Instead, Directors’ health, attitude, integrity, ability for dispassionate discourse,
business knowledge or judgement, and the discharge of their duties and responsibilities in the best interest of TSH
Group, are also valid criteria to determine their independence and effectiveness. Their long service should not affect
their independence as they are independent-minded and they continue to provide the necessary checks and balances
in the best interest of the Company.

Dato’ Jasmy bin Ismail, an Independent Non-Executive Director and the Senior Independent Director of the Company
has served beyond nine years. The Board intends to retain the services of Dato’ Jasmy as an Independent Non-Executive
Director and will seek the annual shareholders’ approval through a two-tier voting process at the forthcoming annual
general meeting.

The Board has through the Nomination Committee undertaken the relevant assessment and recommended that Dato’
Jasmy be retained as an Independent Non-Executive Director premised on the following justifications:

(a) Dato’ Jasmy remains objective and independent-minded in Board deliberations;


(b) Dato’ Jasmy’s vast experience has enabled him to provide the Board and the Board Committees that he serves,
with pertinent experience and competencies to facilitate sound decision-making;
(c) Dato’ Jasmy’s length of service does not in any way interfere with his exercise of independent judgement or hinder
his ability to act in the best interests of the Company; and
(d) Dato’ Jasmy fulfils the definition of independent director set out in the Listing Requirements of Bursa Securities.

100 Annual Report 2023


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Corporate Governance Overview Statement

Diversity

The Board acknowledges the importance of Board diversity, including gender, ethnicity, age and business experience,
to the effective functioning of the Board. While it is important to promote such diversity, the normal selection criteria
of a Director, based on an effective blend of competencies, skills, extensive experience and knowledge in the areas
identified by the Board should remain a priority in order not to compromise on the effectiveness in carrying out the
Board’s functions and duties.

While the Board does not have a specific policy on setting targets for women candidates and ethnicity, the Board will
as best as it can, ensure that its composition not only reflects the diversity as recommended by the Code but also
has the right mix of skills and balance to contribute to the achievement of the Group’s goals. The Board, through
the Nomination Committee, will evaluate and match the criteria of future potential nominees to the Board as well as
considering boardroom diversity.

The Board, through the Nomination Committee will continue to review the balance, experience and skills of the Board,
paying attention to the Board’s gender diversity.

The Company also does not have a specific policy on setting targets for women representation in the senior management
due to the nature of its primary business. It practises equal employment opportunities for all qualified individuals to
create a workforce that is fair and inclusive, and seeks to retain and attract the best people to do the job. Besides, the
Company rewards and promotes employees based on assessment of individual performance, capability and potential
and is committed to providing opportunities that allow individuals to reach their full potential irrespective of individual
background or difference.

Appointment of New Directors

A formal and transparent procedure has been established for appointment of new Directors to the Board. The
Nomination Committee is empowered to identify and recommend suitable Directors to fill new positions created by
expansion and vacancies arising from resignation, retirement or any other reasons.

Selection of candidates to be considered for appointment as Directors is facilitated through recommendations from:

(a) the Group Managing Director, other Directors or shareholders for executive position;

(b) Non-Executive and/or Independent Directors or non-major controlling shareholders for non-executive position;
and/or

(c) external parties including the Company’s contacts in related industries as well as independent sources such as
women directors’ registry.

A comprehensive and independent assessment of the candidates will be conducted by the Nomination Committee
without any influence from the major controlling shareholder, Group Managing Director or Executive Director.

In considering candidates as potential Directors, the Nomination Committee, while taking into account the current
and future needs of the Company, boardroom diversity and other required soft attributes for Directors, also takes into
account the following criteria:

• skills, knowledge, expertise and experience;


• character, integrity and professionalism;
• perceived ability to work cohesively with other members of the Board;
• number of directorships and other external obligations which may affect the Director’s commitment, including
time commitment and value contribution;
• diversity in age, gender and experience/background; and
• such other relevant factors as may be determined by the Nomination Committee, which would contribute to the
Board’s collective skills.

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Corporate Governance Overview Statement

III. Foster Commitment

Time Commitment

The Board has adopted a policy whereby all its Board members are required to notify the Chairman of the Board before
accepting any new directorship and to indicate the time expected to be spent on the new appointment.

A schedule of meetings of the Board and Board Committees for the entire financial year is prepared in advance and
tabled to the Board and Board Committees for approval before the commencement of a new financial year to enable
the Directors to plan ahead and allocate time in their respective schedules.

During the financial year, the Board met six times, whereat it deliberated and considered various matters among others,
including the Group’s financial performance, environmental, social and governance matters, corporate proposals,
annual budget, changes to the Board and Board Committees and risk management policy. Details of the attendance of
each Board member are as follows:

No. of Meetings
Attendance
Name Held Attended Percentage

Datuk Kelvin Tan Aik Pen 6 6 100%


Dato’ Aik Sim, Tan 6 6 100%
Dato’ Jasmy bin Ismail 6 5 83%
Natasha binti Mohd Zulkifli 6 5 83%
Yap Boon Teck 6 6 100%
Velayuthan a/l Tan Kim Song (appointed on 24 November 2023) N/A N/A N/A
Paul Lim Joo Heng (appointed on 1 March 2023) 4 4 100%
Tan Aik Kiong 6 6 100%
Lim Fook Hin 6 6 100%
Selina binti Yeop Junior @ Lope (retired on 24 November 2023) 6 6 100%
Chew Siew Yeng (retired on 23 May 2023) 4 4 100%

All the Directors of the Company have complied with the Listing Requirements for not holding more than five
directorships in listed issuers at any given time.

Directors’ Training

All Directors receive a comprehensive briefing on first appointment, with subsequent updating as necessary. They were
also provided with a Directors’ manual containing amongst others, the background information on TSH Group, TSH CG
Guidelines and other relevant policies for their reference.

All Directors had attended the Mandatory Accreditation Programme (MAP). They are regularly updated on the Group’s
businesses and the competitive and regulatory environment in which the Group operates. The Board, through the
Nomination Committee, had undertaken an assessment of the training needs of each Director for the financial year
under review and concluded that all Board members have vast experience and extensive knowledge in managing
the core business of the Group. Nonetheless, the Directors are encouraged to attend various training to effectively
discharge their duties as Directors.

For the financial year under review, the Directors except for Velayuthan a/l Tan Kim Song who was appointed to the
Board on 24 November 2023, had attended various training either collectively or individually, the details of which are
set out in the CG Report. In view of Velayuthan Tan’s appointment near the end of the financial year, he was unable to
make it to attend any training.

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Corporate Governance Overview Statement

IV. Board Committees

Nomination Committee

Currently, the Nomination Committee comprises two Independent Non-Executive Directors and one Non-Independent
Non-Executive Director, and is chaired by the Senior Independent Director. During the financial year under review, the
following changes to the composition of the Nomination Committee took place:

• Dato’ Jasmy bin Ismail (Chairperson)


(appointed on 24 November 2023)
• Natasha binti Mohd Zulkifli (Member)
(appointed on 24 November 2023)
• Lim Fook Hin (Member)

• Selina binti Yeop Junior @ Lope (Chairperson)


(retired on 24 November 2023)
• Yap Boon Teck (Member)
(resigned on 24 November 2023)

The Nomination Committee is responsible for reviewing the Board’s succession plans and training for Directors and
assessing the effectiveness of the Board and Board Committees. The TOR of the Nomination Committee is available on
the Company’s website at www.tsh.com.my.

Annual Assessment

The Board has adopted a formal process to be carried out by the Nomination Committee for reviewing its own
effectiveness and that of the Board Committees and individual Directors and assessing the independence of the
Independent Directors. The process will also take into account the fulfillment of the Board Charter and the respective
TORs of the Board Committees. Details of the evaluation process and criteria are disclosed in the CG Report.

The results of the annual assessment of the Board and Board Committees for the financial year under review revealed
that there were no items evaluated with a rating of two or below (needs improvement or weak) or exceptional matters
being brought up by the Directors. The Board and Board Committees had carried out their duties well and amicably
and the functioning of the Board and Board Committees remain highly effective. The Board agreed that the Board as a
whole, the Board Committees and all Directors had performed well for the financial year under review.

The Nomination Committee was also satisfied with the existing composition of the Board and Board Committees, and
was of the view that with the current mix of skills, knowledge, experience and strength of the Directors, the Board and
the respective Board Committees are able to discharge their duties effectively.

The Directors who are due for retirement and re-election pursuant to Clause 100 of the Company’s Constitution are
Tan Aik Kiong, Lim Fook Hin and Yap Boon Teck. For the purpose of determining the eligibility of the said Directors
to stand for re-election pursuant to Clause 100 of the Company’s Constitution at the forthcoming annual general
meeting (“AGM”) of the Company, the Board had through the Nomination Committee assessed their performance and
contribution. Besides, the aforesaid retiring Directors were also assessed by the Nomination Committee Chairperson
based on TSH Group Directors’ Fit and Proper Policy. According to the results of the respective Directors’ performance
and fit and proper evaluations conducted, the Board is satisfied with the Directors’ performance and the level of
contribution to the Board through their knowledge, skills and commitment as well as their abilities to act in the best
interest of the Company. In addition, the Independent Director standing for re-election has also provided his annual
declaration/confirmation of independence. Premised on this, the Board has accepted the Nomination Committee’s
recommendation for their re-election at the forthcoming AGM of the Company.

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TSH RESOURCES BERHAD 197901005269 (49548-D)

Corporate Governance Overview Statement

With respect to the re-election of Velayuthan a/l Tan Kim Song as a Director pursuant to Clause 97 of the Company’s
Constitution, the Nomination Committee and the Board are of the view that Velayuthan Tan should be given the
opportunity to contribute to the Company before conducting any evaluation on him as he was newly appointed to
the Board on 24 November 2023. Therefore, the Nomination Committee and the Board support the re-election of
Velayuthan Tan as a Director. Velayuthan Tan has provided his declaration/confirmation of independence.

The Nomination Committee shall continue to review the overall composition of the Board, in terms of appropriate
size, skills, experience and qualification, paying attention to the Board’s gender diversity and number of Independent
Directors.

The Nomination Committee held two meetings during the financial year under review, and all the members of the
Nomination Committee attended the meetings. At the said meetings, the Nomination Committee discussed inter-alia
the following matters:

(a) reviewed and recommended the appointment of Paul Lim Joo Heng as an Independent Non-Executive Director;

(b) reviewed the required mix of skills and experience and core competencies of Non-Executive Directors;

(c) reviewed the assessment results of the effectiveness of the Board and Board Committees and the performance of
individual Directors;

(d) reviewed the Board composition and tenure of each Director;

(e) reviewed and recommended the re-election of Directors who were due for retirement at the Company’s annual
general meeting in May 2023;

(f) assessed the independence of Independent Directors and reviewed their annual confirmation on independence,
and was satisfied that the Independent Directors continued to exercise independent and objective judgement
and acted in the interest of the Company and its stakeholders;

(g) evaluated the training needs of Directors and noted the training attended by Directors;

(h) reviewed and recommended the appointment of Velayuthan a/l Tan Kim Song as an Independent Non-Executive
Director;

(i) reviewed and recommended the appointment of Dato’ Jasmy bin Ismail as the Senior Independent Director in
place of the retiring Senior Independent Director, Selina binti Yeop Junior @ Lope; and

(j) reviewed and recommended changes to the composition of the Board Committees.

Remuneration Policy and Procedures for Directors and Senior Management

The Board has in place a formal Remuneration Policy and Procedures for Directors and senior management
(“Remuneration Policy”). The Remuneration Policy establishes a formal and transparent procedure for developing a
structure for the remuneration of Directors and senior management of the Company with the objective of supporting
and driving business strategy and the long-term interests of the Company.

The Board, through the Remuneration Committee, will conduct a periodic review of the criteria to be used in
recommending the remuneration package of Directors and senior management to ensure that it is in line with current
market practices and needs. The Remuneration Policy is available on the Company’s website at www.tsh.com.my.

104 Annual Report 2023


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Corporate Governance Overview Statement

Remuneration Committee

Currently, the Remuneration Committee comprises two Independent Non-Executive Directors and one Non-
Independent Non-Executive Director. During the financial year under review, the following changes to the composition
of the Remuneration Committee took place:

• Paul Lim Joo Heng (Chairman)


(appointed on 24 November 2023)
• Yap Boon Teck (Member)
(appointed on 24 November 2023)
• Lim Fook Hin (Member)

• Dato’ Jasmy bin Ismail (Chairman)


(resigned on 24 November 2023)
• Chew Siew Yeng (Member)
(retired on 23 May 2023)

The Remuneration Committee’s primary responsibility is to recommend to the Board the remuneration of the Executive
Directors and senior management staff in all its forms, drawing from outside advice as necessary.

The Remuneration Committee assists the Board in developing a policy on remuneration of Directors to attract and
retain Directors and ensure that rewards and remuneration packages are commensurate with each of their expected
responsibilities and contribution to the growth and long-term profitability of the Company.

The remuneration of the Executive Directors is structured on the basis of linking rewards to corporate and individual
performance. The Executive Directors play no part in deciding their own remuneration and the Directors concerned
shall abstain from all discussion pertaining to their remuneration.

The level of remuneration for Non-Executive Directors reflects the experience and level of responsibilities. The Board
as a whole determines the remuneration package of Non-Executive Directors. The annual Directors’ fees payable to
Non-Executive Directors are subject to shareholders’ approval at AGM based on the recommendation of the Board.
Additional allowances are paid to certain Non-Executive Directors in accordance with the number of meetings of the
Board Committees attended during the financial year.

The Board approved the recommendation of the Remuneration Committee to seek shareholders’ approval at the AGM
in May 2024 for payment of Directors’ Fees of RM281,077 for financial year 2023 and for payment of Directors’ benefits
of up to an aggregate amount of RM2,200,000 for the duration from the date immediately after the AGM of the
Company in May 2024 to the date of the next AGM of the Company in 2025.

The Remuneration Committee had also reviewed the remuneration packages of the Group Managing Director,
Executive and Non-Executive Directors as well as senior management. For good corporate governance practice, the
Remuneration Committee had also undertaken the review of the remuneration packages of the directors at subsidiaries
level and an employee who is connected to a Director of the Company. The proposed salary structure was considered
by the Remuneration Committee and subsequently approved by the Board for implementation.

Details of the remuneration of the Directors of the Company for the financial year under review are disclosed in the
CG Report.

The Remuneration Committee convened three meetings during the financial year under review and all the members of
the Remuneration Committee attended the meetings.

Annual Report 2023 105


TSH RESOURCES BERHAD 197901005269 (49548-D)

Corporate Governance Overview Statement

Principle B: Effective Audit and Risk Management

Audit Committee

The Audit Committee currently comprises four members, all of whom are Non-Executive Directors with a majority of them
being Independent Directors. The Audit Committee is chaired by an Independent Non-Executive Director who is not the
Chairman of the Board. None of the Audit Committee members were former audit partners who are required to observe a
cooling-off period of at least three years before being appointed in accordance with the TOR of the Audit Committee.

The Audit Committee has a key role in the oversight of the effectiveness of the risk management and internal control systems
of the Company. Its key function is to assist the Board to assess the risks and control environment, oversee the financial
reporting process, evaluate the internal and external audit process, and review any related party transactions and conflict of
interest situations along with the measures taken to resolve, eliminate or mitigate such conflicts. The roles and responsibilities
of the Audit Committee are governed by its TOR, which is periodically assessed, reviewed and updated as and when there
are changes to the regulatory requirements and direction or strategies of the Company that may affect the Audit Committee’s
role. The term of office and performance of the Audit Committee and each of its members are reviewed annually by the Board
through the Nomination Committee, to ensure that the Audit Committee and its members have carried out their duties in
accordance with the TOR of the Audit Committee.

The Audit Committee is authorised by the Board to investigate any matter within its TOR and to have the resources in order
to perform its duties and responsibilities as set out in its TOR. The Audit Committee’s TOR is available on the Company’s
website at www.tsh.com.my, and its report is set out in the ensuing pages of this Annual Report.

The Company’s financial statements for the year ended 31 December 2023 are prepared in accordance with the provisions
of the Companies Act 2016 and applicable financial reporting standards in Malaysia. The Board is responsible to ensure that
the financial statements give a true and fair view and balanced and understandable assessment of the state of affairs of the
Company and of the Group. The Statement of Directors’ Responsibilities in respect of the preparation of the annual audited
financial statements is set out in the ensuing page of this Annual Report.

The Audit Committee assists the Board to review the adequacy and integrity of the Group’s financial administration and
reporting, internal control and risk management systems.

During the financial year under review, the Audit Committee reviewed the Company’s quarterly results and annual financial
statements prior to recommending them for the Board’s approval and for release to the public through Bursa LINK and
SGXNet.

The Head of Finance presented the Company’s quarter-to-quarter and year-to-date financial performance against budget as
well as performance of each business segment during meetings. Assurance had also been provided to the Audit Committee
that adequate processes and controls were in place for an effective and efficient financial statement close process, that
appropriate accounting policies had been adopted and applied consistently and that the relevant financial statements gave
a true and fair view of the state of affairs of the Group.

In addition, the Head of Internal Audit also undertook an independent assessment of the system of internal control and
assured the Audit Committee that no material issue or major deficiency had been noted, which would have posed a high risk
to the overall system of internal control under review.

106 Annual Report 2023


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Corporate Governance Overview Statement

Assessment of Suitability and Independence of External Auditors

The Board through the Audit Committee maintains a formal and transparent relationship with the Company’s external
auditors. The external auditors are invited to attend the Audit Committee meetings and AGMs and are available to answer
shareholders’ questions on the conduct of the statutory audit and the preparation and content of their audit report.

The Audit Committee undertakes annual independent assessment of the external auditors, the details of which are disclosed
in the CG Report. The Audit Committee continually reviews and approves the nature and extent of non-audit services provided
to the Group by the external auditors to ensure that external auditors’ independence and objectivity are safeguarded.
The external auditors have presented their Annual Transparency Reporting and provided written assurances to the Audit
Committee on their independence.

Overall, the Audit Committee was satisfied with the suitability of BDO PLT as external auditors of the Company and certain
subsidiaries within the Group based on the quality of audit services and sufficiency of resources provided by them.

Risk Management and Internal Audit

The Board recognises the importance of risk management and internal controls in the overall management process. It is
responsible for maintaining a sound system of risk management and internal controls to safeguard shareholders’ investment
and the Company’s assets, and is supported by the Audit Committee to ensure that the risks in the Group are identified and
managed with appropriate risk management system.

The Board has established framework and policies to ensure that risk management and internal controls across the various risk
classes are managed within the risk appetite set by the Board. To ensure their continuous effectiveness, the framework and
policies are reviewed periodically, and when there are significant regulatory changes. Risk management is an on-going process
facilitated by Internal Audit. The assessments together with mitigating measures are presented to the Audit Committee on a
quarterly basis for deliberation.

The Company has put in place a comprehensive system of internal control, which is embodied within the Standard Operating
Procedures covering financial controls, operational and compliance controls and risk management. The Company will continue
to review, add on or update the system to be in line with the changes in the operating environment. The Board seeks regular
assurance on the continuity and effectiveness of the internal control system through independent appraisals by the internal
and external auditors. Information on the Group’s internal control and risk management are presented in the Statement on
Risk Management and Internal Control set out in the ensuing pages of this Annual Report.

In addition to routine business, the Audit Committee through the Internal Audit Function, actively reviews:

• whether the systems in place are being followed;


• risk register at every meeting as on-going process for risk identification, assessment and mitigation on Group’s operation;
and
• audit findings are discussed with management for execution and implementation.

The Company has established an adequately resourced in-house Internal Audit Function which reports directly to the Audit
Committee. The Head of the Internal Audit Function communicates regularly with the members of the Audit Committee, and
he is invited to attend meetings of the Audit Committee. Internal Audit activities, all of which are risk-based, are performed
by a team of appropriate, qualified and experienced employees. Further information on Internal Audit Function is set out in
the Audit Committee Report of this Annual Report and the CG Report.

Annual Report 2023 107


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Corporate Governance Overview Statement

Principle C: Integrity In Corporate Reporting and Meaningful Relationship with Stakeholders

Stakeholder Engagement

TSH Group is committed to engaging all stakeholders in a timely, effective and transparent manner. The Group has established
a comprehensive website at www.tsh.com.my, which includes a dedicated section on Investor Relations, to support its
communication with the investment community. Investors’ enquiries can be directed to the Company via email at ir@tsh.com.my.
Stakeholders who wish to reach out to the respective divisions of the Group, can do so through the ‘Contact’ section of the
Company’s website.

The stakeholders whose activities could have a significant impact on TSH Group’s business are carefully identified and are
engaged at various platforms and intervals throughout the year. A variety of engagement initiatives including direct meetings
and dialogues with community are constantly conducted. The Group also actively seeks solutions to grievances and disputes
through negotiations and other due processes. There is a dedicated “Sustainability” section on the Company’s website to
address any enquiries or grievances relating to sustainability issues. A summary of the stakeholder engagements is disclosed
in the Sustainability Report 2023.

Corporate Disclosure Policy

The Company’s Corporate Disclosure Policy is designed to ensure the timely and equal release of material price-sensitive
information to the market. This policy establishes the procedures to ensure that Directors and employees are aware of the
Company’s disclosure obligations and procedures, and have accountability for the Company’s compliance with those obligations.

The Company has also put in place the precautions to be observed in order to keep the information completely confidential.
The Board is mindful that information which is expected to be material must be announced immediately.

Leverage on Information Technology

The Company maintains a website at www.tsh.com.my for shareholders and the public to access information on amongst
others, the Company’s background, business activities and products, annual reports, corporate responsibility, shareholders’
rights, updates on its various news and events and financial performance. In addition, the Board has also established a
dedicated section for corporate governance on the Company’s website where information on among others, Board Charter,
shareholders’ rights, Code of Conduct and Ethics, Whistle-Blowing Policy and Directors’ Fit and Proper Policy can be accessed.

The Board also encourages other channel of communication with shareholders. For this purpose, shareholders and other
stakeholders may convey their concerns relating to the Company to the Senior Independent Director, Dato’ Jasmy bin Ismail.
At all times, shareholders may contact the Company Secretary for information relating to the Company.

Encourage Shareholder Participation at General Meetings

AGM is the principal forum for dialogue with shareholders, who are given the opportunity to enquire and seek clarification on
the operations and financial performance of the Group. Hence, the Board encourages shareholders to attend and participate
in the AGM and any general meetings of the Company. Barring any unforeseen circumstances, all Directors have always used
their best endeavours to attend general meetings. The respective Chairmen of the Audit Committee, Nomination Committee
and Remuneration Committee are also available at general meetings to provide meaningful response to any question raised
by shareholders.

On 23 May 2023 and 28 August 2023, the Company held its 43rd AGM and Extraordinary General Meeting (“EGM”) on a
fully virtual basis. The conduct of the fully virtual 43rd AGM and EGM were in compliance with the Company’s Constitution,
which allows general meetings to be held using any technology or electronic means. The Company adopted an online
remote voting for the conduct of poll on all resolutions. All shareholders were briefed on the voting procedures via a short
video presented by the poll administrator. The Chairman of the Board, the other Board members, the Head of Finance, the
Company Secretary along with the external auditors, advisers and solicitors where required, attended the Company’s 43rd
AGM and EGM virtually.

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Corporate Governance Overview Statement

In line with Practice 13.1 of the Code, the Notice of the 43rd AGM was issued at least 28 days before the AGM.

At the 43rd AGM and EGM, shareholders were given the opportunity to seek clarification on all the agenda items for approval
at the meetings before the resolutions were put to vote. It has always been the practice of the Chairman to provide ample
time for the Question & Answer session at general meetings and for suggestions and comments given by shareholders to be
noted by management for consideration. Where it is not possible to provide immediate answers to shareholders’ enquiries,
the Board will undertake to provide the answer after the meeting via email.

An independent scrutineer was appointed to validate all the votes cast. The poll results were announced by the Chairman and
displayed on the screen before the closure of the 43rd AGM and EGM. The poll results were also announced by the Company
via Bursa LINK on the same day for the benefit of all shareholders. The respective minutes of the 43rd AGM and EGM were
published on the Company’s website within 30 business days from the meetings.

Key Focus Areas and Future Priorities

The Board acknowledges the importance of environmental, social and governance (“ESG”) factors being embedded as
part of how the businesses within TSH group are run. The Group has completed a comprehensive assessment of its material
sustainability matters, which also include climate change risks. The Group has enhanced its governance structure relating to
sustainability, to ensure that the Board provides sufficient oversight over sustainability matters and through the Sustainability
Steering Committee, actions are actively being pursued throughout the organisation to continuously progress the Group’s
sustainability agenda. Additionally, TSH has adopted a Group Sustainability Policy, which sets the tone on how the Group
operates its businesses. With the assistance of a Sustainability Steering Committee, the ESG team aims to drive the ESG
agenda more aggressively across the Group, and this include the Group’s decarbonisation efforts. The ESG team has made
significant progress at this front by completing the Group Corporate Greenhouse Gas Inventory based on the Greenhouse
Gas Protocol, Corporate Accounting and Reporting Standard, for the years 2019 – 2023. From there, TSH Group shall
establish its baseline and targets, towards reducing its carbon footprint from all the business activities within the Group.

Presently, the Board does not have a formal policy on gender diversity. The Board is of the opinion that it is important to
recruit and retain the best available talent, taking into account the mix of skills, experience, knowledge and independence,
and based on the Group’s needs and operating environment. Going forward, gender diversity will continue to be one of the
factors to be considered in evaluating prospective candidates when board vacancy arises.

This Statement has been reviewed and approved by the Board of Directors on 22 February 2024.

Annual Report 2023 109


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENT ON RISK MANAGEMENT AND


INTERNAL CONTROL
The Board of Directors of TSH (“Board”) is pleased to provide the following Statement
on Risk Management and Internal Control pursuant to Paragraph 15.26(b) of the Bursa
Malaysia Securities Berhad Main Market Listing Requirements.

Set out below is the Board’s Statement on Risk Management and Internal Control which outlines the nature and state of
internal control of the Group during the year under review, and up to the date of this Annual Report.

Board Responsibility

The Board affirms its overall responsibility for the establishment of the Group’s system of internal control as well as
periodically reviewing its adequacy and integrity to safeguard shareholders’ investments, customers’ interests and Group
assets. However, such a system can only reduce but not eliminate the possibility of poor judgment in decision making,
human error, occurrences of unforeseeable events and circumvention of controls by employees. Accordingly, such a system
can be expected to provide only reasonable but not absolute assurance against material misstatement, operational failures
and fraudulent activities. The concept of reasonable assurance also recognises that the cost of control procedures should
not exceed the expected benefits.

Control Environment and Activities

Risk Management Framework

Risk management is regarded by the Board as an important aspect of the Group’s operations with the objective of maintaining
a sound system of internal control to ensure that the Group’s assets are well protected and shareholders’ value is enhanced.

TSH has established an Enterprise Risk Management framework. The framework provides a structured approach towards
identifying, measuring, managing, monitoring and reporting key risks affecting the Group’s business operations. Key risks
identified are assessed for their likelihood and impact should the risks materialise. Upon identifying, assessing and prioritizing
the risks, steps have to be taken to mitigate them. These procedures are subjected to review periodically to cater for process
changes and changing risks.

Within the framework, the Board retains the overall risk management responsibility by performing risk oversight and delegate
day-to-day decisions to the Group Managing Director and Senior Management team. Besides, the Group Internal Auditors
also independently examine and verify the risk management framework for its completeness and reliability.

As an on-going compliance effort with regard to Section 17A of the Malaysian Anti-Corruption Commission (Amendment)
Act 2018, management ensures that continuing refresher courses and exams are being rolled out. These courses act as a
reminder for the initial anti-bribery training provided.

Broadly, the Group focuses on managing two types of risks, strategic and operational. Strategic risks are caused by events
that are external to the Group, but have a significant impact on its strategic decisions or activities. These are dealt with by
the Board.

Operational risks are inherent in the activities within the different business units or subsidiaries of the Group. These risks are
the responsibility of the various business units or department heads. However, the Group impresses on all its employees that
everyone at TSH Group is responsible for good risk management. In addition, Internal Audit facilitates the risk management
process through identification, evaluation, mitigating and reporting key risk on a quarterly basis.

110 Annual Report 2023


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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Key Risks in 2023

Maximising yields to offset operational costs in the plantation segment

As part of operational cost management, emphasis is placed on generating higher estate and oil yields by utilising
improved planting materials, driving higher productivity of workers, and site specific agro-management inputs. TSH
continuously improvises by fine-tuning/upgrading existing mechanisation processes and explores new mechanisation
initiatives to further increase productivity and reduce labour. Palm oil mills by-products were applied to fields to further
improve the field yields and optimise the use of fertilisers. Prudent measures are in place through the budgeting
process and continuous monitoring to manage costs.

Sustainability

At TSH, a robust commitment to sustainability is integrated in our businesses and operations, serving as a cornerstone
for long-term resilience and growth. Our key stakeholders, including customers, regulators, financiers, and investors,
have elevated expectations in sustainability. Governed by the Board and supported by the Sustainability Steering
Committee (“SSC”), TSH’s sustainability efforts involve crafting ESG strategies, ensuring policy compliance, and tracking
target achievements. The SSC actively monitors sustainability initiatives through dedicated task forces, reflecting our
commitment to responsible and enduring business practices in alignment with evolving stakeholder expectations.

Weather conditions

Extreme weather, including both drought (El Nino) and prolonged rainy seasons (La Nina) may adversely impact estate
operations and yield. Prolonged dry weather brought on by El Nino causes moisture stress in palms and can lead
to crop reduction in the medium and longer terms. On the other hand, prolonged rainy seasons may also affect the
progress and effectiveness of field maintenance programmes as well as hamper harvesting and logistic activities. In
addition, weather conditions also affect the success rate of pollination which play a major role in oil palm yield. This
include the transfer of pollens from the male and to the female flowers that leads to successful fruit formation.

TSH Group has implemented several measures to alleviate problems associated with unfavourable weather conditions
i.e. floods and dry weather. For example, to mitigate issues arising from floods, the Group has adopted measures to
construct bunds and water gates in low lying areas. During the dry weather, fire patrols are constantly on guard and on
the look-out for any potential fire hazards and all palm oil mills and housing quarters are equipped with fire fighting
equipment as an emergency safety measure. Fire fighting training was conducted jointly with government agencies in
all units in ensuring preparedness during the dry weather. Socialisation was carried out with local community on the fire
hazard and potential damages to the environment.

Competing mills

TSH Group sources its supplies of fresh fruit bunches (“FFB”) from its oil palm plantation, private estates and smallholders
who have estates situated near the Group’s palm oil mills. The Group has a long history of sourcing FFB from out growers
and in the process has built close rapport with them. Nonetheless, moving forward, TSH Group will be undertaking
more planting in Indonesia to boost the supply of FFB for its own mills. Our FFB production will also increase in the
coming years as our immature area comes into harvesting and young matured area reaches peak yielding age.

Annual Report 2023 111


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Labour force

TSH Group respects, supports and upholds fundamental human rights, and does not engage in any form of illegal,
forced, bonded or human trafficking and shall take appropriate measures to prevent the use of such labour in connection
with its operations.

The Group is committed to absorb all employer’s percentage of related recruitment fees. Employment of child is
prohibited within TSH Group’s operations. Remedial actions with appropriate follow-up actions shall be imposed if any
child labour is spotted in order to protect the welfare of the child.

TSH Group adopts measures to ensure the retention of efficient employees by providing formal training, standard
operating procedures, competitive remuneration, housing and amenities and a harmonious working environment. The
well-being of our employees has always been our utmost priority. We constantly emphasise on the importance of safety
and health, as well as a conducive working and living environment for our employees and their families. Over the years,
we have been steadfast in taking concrete steps to upgrade and conduct regular maintenance of our existing housing
facilities while constructing additional houses to meet ongoing requirements.

The Group is currently in the process of mechanising certain field operations to reduce dependency on labour. To date,
the Group has not encountered any serious labour shortage or any significant labour dispute that could cause a major
disruption in its daily operations. In addition, the Group has also appointed experienced estate managers to manage
the estates.

Pests and Diseases

There are two ways to curb the outbreak of pests and diseases in oil palm plantations, either organically or chemically.
As we strive to minimise the usage of chemical, we have opted for non-chemical measures such as planting of beneficial
plants to attract predators of insect pests, use of baits and natural predators of rodents, such as barn owls. The Group
has also introduced Integrated Pest Management system for early detection of pest incidents and control. Pesticides will
only be utilised in case of major outbreak. In addition, the Group also provides continuous education to its employees
on the latest pest control methods, adopting and implementing good field hygiene and integrated pest management
practices. Since the commencement of the Group’s business operations, we have not experienced any outbreak of pest
infection that has a significant impact on its daily operations. The Group has engaged a Visiting Advisor to monitor and
improve the Pest Management Practice in all estates. SOP on planting of beneficial plants is in place and implemented
in all estates.

112 Annual Report 2023


Governance with Integrity

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Internal Controls

The process is periodically reviewed by the Board through the Audit Committee and is guided by the publication –
Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by the Taskforce on
Internal Control.

The key processes that the Directors have established with regards to the system of internal control are as follows:

• Organisational structure with defined reporting line.

• Clearly documented standard operating procedures covering key processes are adopted. These established
procedures define the level of authorities and lines of responsibilities from operating units up to the Group corporate
level to ensure accountabilities for risk management and control activities.

• Corporate policy on zero tolerance pertaining to fraud and criminal breach of trust.

• Comprehensive budgeting and forecasting system are established. Each operating unit submits a budget annually
for approval by the Board. The actual results are reported, analysed and monitored against the budget.

• Comprehensive management and financial information are provided to the Board to facilitate decision making.

• Regular Board and Management meetings to assess the Group’s performance and continually monitor the adequacy
and integrity of the internal control framework.

• Group Internal Audit function is established to assist in providing assurance on the effectiveness of the internal
control system within the Group. Internal auditors conduct regular visits to review the effectiveness of the control
procedures in place and to ensure accurate and timely financial management reporting.

• The Group’s internal audit department reports directly to the Audit Committee. Upon conducting reviews on the
system of internal control and effectiveness of processes that are in place, internal audit reports are prepared and
presented to the Audit Committee on a quarterly basis or earlier, as appropriate.

• The internal audit function adopts a risk-based approach and prepares its audit plan based on the risk profiles
of the key business units of the Group after taking into consideration input of Senior Management and the Audit
Committee.

• Internal audit department also conducts subsequent follow-up review to ensure Management has dealt with audit
recommendations and taken appropriate actions satisfactorily.

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TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Review of the Statement by External Auditors

The external auditors have performed limited assurance procedure on the Statement on Risk Management and Internal
Control pursuant to the scope set out in Audit Assurance and Practice Guide 3 (“AAPG 3”), Guidance for Auditors on
Engagements to report on the Statement on Risk Management and Internal Control included in the Annual Report issued
by the Malaysia Institute of Accountants for inclusion in the Annual Report of the Group for the year ended 31 December
2023, and reported to the Board that nothing has come to their attention that causes them to believe the Statement
on Risk Management and Internal Control intended to be included in the Annual Report is not prepared, in all material
aspects, in accordance with the disclosures required by paragraphs 41 and 42 of the Guidelines, nor is the Statement on
Risk Management and Internal Control factually inaccurate.

AAPG 3 does not require the external auditors to consider whether the Directors’ Statement on Risk Management and
Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the Group’s
risk management and internal control system including the assessment and opinion by the Directors and management
thereon. The report from the external auditors was made solely for, and directed solely to the Board in connection with
their compliance with the Listing Requirements of Bursa Malaysia Securities Berhad and for no other purposes or parties.
The external auditors do not assume responsibility to any person other than the Board in respect of any aspect of this
Statement.

Conclusion

The Board has reviewed the adequacy and effectiveness of the risk management and internal control system through the
above activities and is not aware of any significant weaknesses or deficiencies in the Group’s risk management and internal
control practices for the year under review and to the date of this Statement.The Board has also obtained assurance from
the Group Managing Director and the Head of Finance Department that the risk management and internal control system
is in place and operating effectively.

This Statement on Risk Management and Internal Control does not cover associate and joint ventures where the internal
control systems of these companies are managed by the respective management teams.

This Statement has been reviewed and approved by the Board of Directors on 22 February 2024.

114 Annual Report 2023


Governance with Integrity

AUDIT COMMITTEE REPORT

The Board of Directors (“Board”) is pleased to present the following report on the Audit
Committee and its activities for the financial year ended 31 December 2023.

Audit Committee Composition and Meetings

Currently, the Audit Committee comprises four Non-Executive Directors, a majority of whom are Independent Directors, and
is chaired by an Independent Non-Executive Director. During the financial year under review, the following changes to the
composition of the Audit Committee took place:

Chairman, Independent Non-Executive Director


Yap Boon Teck
(Member of the Malaysian Institute of Accountants)

Dato’ Jasmy bin Ismail Member, Independent Non-Executive Director

Velayuthan a/l Tan Kim Song


Member, Independent Non-Executive Director
(appointed on 24 November 2023)

Member, Non-Independent Non-Executive Director


Lim Fook Hin
(Member of the Malaysian Institute of Certified Public Accountants)

Chew Siew Yeng Member, Independent Non-Executive Director


(retired on 23 May 2023) (Member of the Malaysian Institute of Accountants)

The Audit Committee held five meetings during the financial year under review to discharge its duties and responsibilities.
Attendance of the members of the Audit Committee is as follows:

No. of Meetings
Attendance
Name Held Attended Percentage

Yap Boon Teck 5 5 100%


Dato’ Jasmy bin Ismail 5 5 100%
Velayuthan a/l Tan Kim Song (appointed on 24 November 2023) N/A N/A N/A
Lim Fook Hin 5 5 100%
Chew Siew Yeng (retired on 23 May 2023) 3 3 100%

During the financial year, the Audit Committee had engaged on a continuous basis with senior management, Head of Internal
Audit and the external auditors to keep abreast of matters and issues affecting the Group. The Audit Committee Chairman
reported to the Board, matters of significant concern that raised by the internal auditors and external auditors and presented
the Audit Committee’s recommendations to the Board for approval.

The Company Secretary acts as the secretary to the Audit Committee. Minutes of meetings are distributed electronically to
the members of the Audit Committee on a timely manner for their review. Minutes of meetings are also circulated to the
Board for notation. The Audit Committee may request for clarification or raise comments before the minutes are tabled for
confirmation. The minutes are signed by the Chairman of the meeting.

Annual Report 2023 115


TSH RESOURCES BERHAD 197901005269 (49548-D)

AUDIT COMMITTEE REPORT

Terms of Reference

The Audit Committee is responsible for amongst others, reviewing and monitoring the system of internal control and audit
process and ensuring that the Company’s financial statements comply with the applicable financial reporting standards as this
is integral to the reliability of the financial statements.

The Audit Committee is governed by its terms of reference which will be periodically reviewed and updated. The terms of
reference of the Audit Committee is available on the Company’s website at www.tsh.com.my.

Review of the Audit Committee

An assessment of the performance and effectiveness of the Audit Committee was undertaken by the Board through the
Nomination Committee for the financial year ended 31 December 2023. The Audit Committee was assessed based on the
following six key areas, and the Board was satisfied that the Audit Committee and its members had carried out their duties
and functions in accordance with terms of reference of the Audit Committee:

(a) Composition and quality;


(b) Process and procedures;
(c) Communications and information;
(d) Oversight of the financial reporting process including internal controls;
(e) Oversight of audit functions; and
(f) Financial literacy.

Training

For the financial year under review, the members of the Audit Committee except for Velayuthan a/l Tan Kim Song who was
appointed to the Audit Committee on 24 November 2023, had attended various webinars either collectively or individually,
the details of which are set out in the CG Report.

Summary of Activities

The summary of key activities undertaken by the Audit Committee during the financial year is provided as follows:

1. Financial Reporting and Compliance

During the financial year, the Audit Committee reviewed the unaudited quarterly financial statements and annual
audited consolidated financial statements to ensure compliance with the Malaysian Financial Reporting Standards
(“MFRS”), IFRS Accounting Standards (“IFRS”), the requirements of the Companies Act 2016 and Paragraph 9.22
including Appendix 9B of the Listing Requirements, focusing particularly on changes in or implementation of major
accounting policy changes, significant and unusual events and significant adjustments resulting from the audit.

The Audit Committee’s recommendations were presented at the respective Board meetings held subsequently for approval.

To safeguard the integrity of financial statements of TSH, the Head of Finance had given assurance to the Audit
Committee that:

(a) adequate processes and controls were in place for an effective and efficient financial statements close process;

(b) appropriate accounting policies had been adopted and applied consistently;

(c) the relevant financial statements gave a true and fair view of the state of affairs of TSH Group;

(d) the going concern basis applied in the annual financial statements and condensed consolidated financial
statements was appropriate; and

(e) prudent judgements and reasonable estimates had been made in accordance with the requirements set out in the
MFRS, IFRS and Listing Requirements.

116 Annual Report 2023


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AUDIT COMMITTEE REPORT

2. External Audit

During the financial year under review, the Audit Committee had three meetings and two private sessions with external
auditors, BDO PLT. The private sessions were held without the presence of the Executive Directors, management and
internal auditors. The Audit Committee reviewed with BDO PLT matters relating to the audit of the statutory accounts,
audit report and recommendations made by them in their management letter and the adequacy of management’s
responses thereto. The Audit Committee also reviewed the non-audit services provided by BDO PLT and the aggregate
fees paid to them, taking into consideration the process and requirements including the fee threshold established under
the policy, and was satisfied that the non-audit services were not likely to create any conflicts of interest or impair the
independence and objectivity of the external auditors.

During the private sessions held with BDO PLT, the Audit Committee discussed the audit findings and other observations
that the external auditors had during their audit process. There were no major concerns raised by the external auditors
at the said private sessions.

In March 2023, the Audit Committee evaluated the performance of the external auditors based on four key areas,
namely quality of service, sufficiency of resources, communication with management and independence, objectivity and
professionalism. The Audit Committee assessed the performance of the lead engagement partner and his engagement
team based on the private sessions held between the Audit Committee and the external auditors. The Audit Committee
had also invited management to join the assessment as they had substantial contact with the external audit team
throughout the year. Being satisfied with the external auditors’ performance, technical competency, audit independence,
adequacy of experience and resources of the firm as well as active engagement during the audit process, the Audit
Committee recommended to the Board the reappointment of BDO PLT as the external auditors of the Company for
shareholders’ approval. At the last annual general meeting held on 23 May 2023, the shareholders had approved the
reappointment of BDO PLT as the auditors of the Company.

In November 2023, the Audit Committee reviewed the audit plan for financial year 2023 prepared by BDO PLT outlining
their scope of work, audit approach which includes the procedures to be performed by the external auditors during
their annual visits to the Group’s estates/mills/power plants/palm oil refinery, deliverables and proposed fees for the
statutory audit and non-statutory audit. The Audit Committee had also reviewed and discussed the key audit matters
(“KAMs”), the details of which are reflected in the financial statements set out in this Annual Report.

The external auditors had provided written confirmations of their independence to the Audit Committee that they
are and have been independent throughout the conduct of the audit engagement in accordance with the terms of all
relevant professional and regulatory requirements.

A similar evaluation on the performance of BDO PLT was carried out by the Audit Committee in April 2024 and the
Audit Committee recommended the reappointment of BDO PLT as the external auditors of the Company for the
financial year ending 31 December 2024.

The Audit Committee shall continue to review the KAMs raised by the external auditors as part of its focus areas for
2024 in addition to its routine business.

Annual Report 2023 117


TSH RESOURCES BERHAD 197901005269 (49548-D)

AUDIT COMMITTEE REPORT

3. Internal Audit

The Audit Committee reviewed and approved the annual internal audit plan for 2023 having regard to the adequacy of
scope and coverage of the activities of the Group. The Internal Audit Team conducted the audit activities based on the
internal audit plan approved by the Audit Committee.

The Head of Internal Audit attended meetings of the Audit Committee and presented on, inter-alia, summaries of the
internal audit reports issued, audit recommendations provided by the internal auditors and management’s response
thereto and corrective actions taken by management on audit issues raised by the internal auditors.

The Audit Committee also reviewed the performance evaluation of the internal audit members, and was satisfied with
the performance of the Internal Audit Function.

4. Recurrent Related Party Transactions

All recurrent related party transactions entered into by the Group were reviewed by the Audit Committee to ensure
that they were conducted on an arm’s length commercial term and rate. Reporting system and procedures were also
reviewed to ascertain that the established guidelines and procedures have been complied with.

5. Other Matters

The Audit Committee reviewed and evaluated the questionnaires completed by the Head of Finance on information
relating to risk and control environment of the Group. With the assistance of the Internal Audit Function which reports
directly to the Audit Committee, the Audit Committee completed its review of the adequacy and effectiveness of the
Group’s systems of internal control and reported its findings and recommendations to the Board. The Audit Committee
was satisfied that the controls in place are adequate and functioning properly to address the risks. The Audit Committee
was also satisfied with the assurance provided by the Head of Internal Audit that no material issue or major deficiency
had been noted which would have posed a high risk to the overall system of internal control under review.

In relation to the proposal to declare a first and final single-tier dividend for the financial year 2023, the Audit Committee
reviewed the dividend proposed by management by taking into account the Company’s profits, cash flows and capital
investment requirements. The Audit Committee also reviewed the solvency tests undertaken by the management, and
was satisfied with the results, which showed that the Company is able to pay its debts as and when the debts become
due within 12 months after the distribution of said dividend, pursuant to Section 132(3) of the Companies Act 2016.
Accordingly, the Audit Committee resolved to recommend the declaration of the first and final single-tier dividend for
financial year 2023 for the Board’s approval.

The Statement on Risk Management and Internal Control and the Audit Committee Report for inclusion in this Annual
Report were reviewed by the Audit Committee prior to Board’s approval.

118 Annual Report 2023


Governance with Integrity

AUDIT COMMITTEE REPORT

Internal Audit Function

The Internal Audit Function of TSH Group reports directly to the Audit Committee. It assists the Audit Committee in the
discharge of its duties and responsibilities. The key role of the Internal Audit Function is to provide independent and objective
assurance designed to add value and assist the Group in accomplishing its objectives by bringing a systematic and disciplined
approach to evaluate and improve the effectiveness of risk management, control and governance processes.

The internal audit activities, all of which are risk-based, were established after taking into consideration the key business units
of the Group and input from senior management and the members of the Audit Committee.

Every quarter, the Internal Audit Function submits a report on its audit findings and recommendations to the Audit Committee
for review and deliberation at meeting. The Head of Internal Audit attends the quarterly meetings to present the internal
audit findings and makes appropriate recommendations on areas of concern within the Company and the Group.

For the financial year under review, the activities undertaken by Internal Audit Function were amongst others, the following:

(a) developed an annual internal audit plan using a risk-based approach, taking into consideration the key business units
of the Group and input from senior management and the members of the Audit Committee;

(b) provided independent assessment and objective assurance over the adequacy and effectiveness of risk management
and internal control processes via structured reviews of units and operations identified in the annual internal audit plan;

(c) provided independent and objective reviews of the adequacy and relevance of internal controls enforced to mitigate
the risk exposures;

(d) ascertained the level of compliance with established policies and procedures of the Company; and

(e) recommended improvements and enhancements to the existing system of internal controls and work procedures/
processes.

The total cost incurred in managing the Internal Audit Department in respect of the financial year 2023 was RM691,000.

Annual Report 2023 119


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN


RESPECT OF THE AUDITED FINANCIAL STATEMENTS
The Board of Directors is required under Paragraph 15.26(a) of the Bursa Malaysia Securities
Berhad Main Market Listing Requirements (“Listing Requirements”) to issue a statement
on its responsibility in the preparation of the annual audited financial statements.

The Directors are required by the Companies Act 2016 (“Act”) to prepare financial statements for the financial year which give
a true and fair view of the financial positions of the Group and of the Company as at 31 December 2023 and of their financial
performance and cash flows for the year then ended.

In preparing the financial statements, the Directors have:

• applied the appropriate and relevant accounting policies on a consistent basis;

• made judgements and estimates that are reasonable and prudent; and

• prepared the annual audited financial statements in accordance with applicable Financial Reporting Standard in
Malaysia, the provisions of the Act and the Listing Requirements.

The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose with
reasonable accuracy at any time the financial position of each company and which enable them to ensure that the financial
statements comply with the provisions of the Act.

The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and the Company to
prevent and detect fraud and other irregularities.

120 Annual Report 2023


Governance with Integrity

Additional Compliance Information

1. Utilisation of Proceeds

On 4 April 2022, PT Bulungan Citra Agro Persada (“BCAP”), a 90%-owned subsidiary of TSH Resources Berhad, PT
Kawasan Industri Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) had entered into a
conditional sale, purchase and compensation of land agreement (“CSPA”) for the proposed disposal by BCAP of 13,214.90
hectares of certificated land together with the 683.36 hectares of uncertified land adjoining thereto (collectively referred to
as “Sale Land”) for a total cash consideration of IDR 2,428.86 billion (equivalent to approximately RM731.09 million).

On 8 August 2022, the disposal of 7,817.36 hectares of certificated land was completed.

On 18 January 2023, the disposal of 574.56 hectares of uncertified land was completed.

On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.

As at 29 March 2024, total proceeds raised from the disposal was RM457.5 million, which were fully utilised by the
Group as follows:

Proposed Actual
utilisation utilisation Balance
Details of Utilisation RM’000 RM’000 RM’000

Partial repayment of interest-bearing borrowings 550,000 400,304 149,696


New planting and replanting of oil palm 45,000 593 44,407
Infrastructure works and capital expenditure 47,000 9,204 37,796
General working capital 68,944 34,093 34,851
Defray estimated expenses relating to the disposals 20,143 13,305 6,838
731,087 457,499 273,588

2. Audit and Non-Audit Fees

The amount of fees paid or payable to the external auditors and its affiliates in relation to the audit and non-audit
services rendered to the Company and the Group for the financial year ended 31 December 2023 are as follows:

Group Company
RM’000 RM’000

Audit fees 869 174


Non-audit fees 593 539

3. Material Contracts

During the financial year under review, save as disclosed in the aforesaid section on Utilisation of Proceeds and the next
section on Recurrent Related Party Transactions, there were no other material contracts entered into by the Company
and/or its subsidiaries involving Directors’ and major shareholders’ interests which were still subsisting at the end of the
financial year or if not then subsisting, entered into since the end of the previous financial year.

Annual Report 2023 121


TSH RESOURCES BERHAD 197901005269 (49548-D)

Additional Compliance Information

4. Recurrent Related Party Transactions of a Revenue or Trading Nature

At the last AGM of the Company held on 23 May 2023, the Company had obtained a mandate from its shareholders
(“Shareholders’ Mandate”) to allow the Company and/or its subsidiaries to enter into Recurrent Related Party
Transactions of a Revenue or Trading Nature (“Recurrent Transactions”). In accordance with Paragraph 10.09(2)(b) of the
Listing Requirements, details of the Recurrent Transactions conducted during the financial year ended 31 December
2023 pursuant to the Shareholders’ Mandate are as follows:

Aggregate
value of
transactions
made during
Nature of the financial
Name of Related Class of Recurrent year
Companies Parties Related Party Transactions RM

TSH Plantation TSH-Wilmar TSH-W is a joint venture company in which Sale of 229,410,531
Sdn. Bhd. Sdn. Bhd. TSH Resources Berhad (“TSH”) holds 50% crude
(“TSHP”) and (“TSH-W”) equity interest. Datuk Kelvin Tan Aik Pen is a palm oil
TSH Plantation (Buyer) Director and substantial shareholder of TSH.
Management He was a director of TSH-W. Tan Aik Kiong
Sdn. Bhd. is a Director and shareholder of TSH and
(“TSHPM”) also holds directorships in TSHP, TSHPM and
(Seller) TSH-W. Dato’ Aik Sim, Tan is a Director and
shareholder of TSH. Dato’ Aik Sim, Tan is a
person connected to Datuk Kelvin Tan Aik Pen
and Tan Aik Kiong.

TSHP and TSH-W Same as disclosed above. Sale of 31,588,303


TSHPM (Buyer) palm
(Seller) kernel

TSHPM Serijaya SJI is a wholly-owned subsidiary of Innoprise Purchase of Nil


(Buyer) Industri Plantations Berhad (“Innoprise”). TSH is a fresh fruit
Sdn. Bhd. substantial shareholder of Innoprise. Datuk bunches
(“SJI”) (Seller) Kelvin Tan Aik Pen is a shareholder of Innoprise
and a substantial shareholder and Director of
TSH. He was a Director of Innoprise and SJI.
Tan Aik Kiong is a Director of TSH, TSHPM and
shareholder of TSH. He is also a shareholder
of Innoprise and a director of Innoprise and
SJI. Dato’ Aik Sim, Tan is a Director and
shareholder of TSH. Dato’ Aik Sim, Tan is a
person connected to Datuk Kelvin Tan Aik Pen
and Tan Aik Kiong.

122 Annual Report 2023


2023
Financial Statements
124 Directors’ Report

131 Statement By Directors

131 Statutory Declaration

132 Independent Auditors’ Report

137 Statements of Comprehensive Income

139 Statements of Financial Position

141 Statements of Changes In Equity

144 Statements of Cash Flows

147 Notes to the Financial Statements


TSH RESOURCES BERHAD 197901005269 (49548-D)

Directors’ Report

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2023.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and forest plantation. The principal activities of the subsidiaries
are primarily involved in investment holding, oil palm cultivation and processing, generation and supply of electricity from
biomass plants, forest plantation, manufacture and sales of cocoa products and downstream wood products and other related
business activities. The principal activities and details of the subsidiaries are stated in Note 23 to the financial statements.
There have been no significant changes in the nature of these activities of the Group and of the Company during the financial
year.

RESULTS

Group Company
RM’000 RM’000

Profit for the financial year 125,825 13,838

Attributable to:
Owners of the Company 95,112 13,838
Non-controlling interests 30,713 -
125,825 13,838

DIVIDENDS

Dividends paid, declared or proposed by the Company since the end of the previous financial year were as follows:

Company
RM’000

In respect of the financial year ended 31 December 2022


Final single-tier dividend of 2.5 sen per ordinary share, paid on 14 July 2023 34,505
34,505

On 22 February 2024, the Directors declared a first and final single-tier dividend of 2.5 sen per ordinary share in respect
of the financial year ended 31 December 2023 to shareholders whose names appear in the Record of Depositors of Bursa
Malaysia Depository Sdn. Bhd. and The Central Depository (Pte) Limited (“CDP”) at the close of business on 23 April 2024.
The financial statements for the current financial year do not reflect this dividend. The dividend will be accounted for in equity
as an appropriation of retained earnings in the financial year ending 31 December 2024.

124 Annual Report 2023


Financial Statements

Directors’ Report

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than the net foreign currency
translation gain amounted to RM86,193,000 taken up in statements of changes in equity.

ISSUE OF SHARES AND DEBENTURES

The Company did not issue any new shares and debentures during the financial year.

TREASURY SHARES

At the Annual General Meeting held on 23 May 2023, the shareholders of the Company by an ordinary resolution renewed
the mandate given to the Company to repurchase up to ten per centum (10%) of its own ordinary shares.

As at 31 December 2023, the Company had 1,629,000 ordinary shares held as treasury shares with a carrying amount of
RM1,467,000.

The Company did not repurchase any of its issued ordinary shares from the open market during the financial year.

OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued shares of the Company during the financial year.

DIRECTORS

The Directors who have held office during the financial year and up to the date of this report are as follows:

TSH Resources Berhad

Tan Aik Pen Paul Lim Joo Heng (Appointed on 1 March 2023)
Tan Aik Sim Tan Aik Kiong
Dato’ Jasmy Bin Ismail Lim Fook Hin
Natasha Binti Mohd Zulkifli Chew Siew Yeng (Retired on 23 May 2023)
Yap Boon Teck Selina Binti Yeop Junior @ Lope (Resigned on 24 November 2023)
Velayuthan A/L Tan Kim Song (Appointed on 24 November 2023)

Subsidiaries of TSH Resources Berhad

Pursuant to Section 253(2) of the Companies Act 2016 in Malaysia, the Directors of the subsidiaries of TSH Resources Berhad
during the financial year and up to the date of this report are as follows:

Tan Aik Pen Tan Aik Kiong


Tan Aik Sim Tan Ek Huat
Datuk Jaswant Singh Kler Asgari Bin Tun Mohd Fuad Stephens
Paul Lim Joo Heng Chen Chu Chai @ Anthony Tsen Sui Lin
Lim Fook Hin Tan Aik Choon

Annual Report 2023 125


TSH RESOURCES BERHAD 197901005269 (49548-D)

DIRECTORS’ REPORT

DIRECTORS (continued)

Subsidiaries of TSH Resources Berhad

Pursuant to Section 253(2) of the Companies Act 2016 in Malaysia, the Directors of the subsidiaries of TSH Resources Berhad
during the financial year and up to the date of this report are as follows (continued):

Lok Huey Ming Mudappathi Sugunan Nair


Ainahwati Binti Abd Sani M Murali Manikam
John Bin Sindin Peter Dodoo
Raden Harry Zulnardy Wong Twee Jong
Karsidi Ong Chu Yaw
Iban Bragado Lafuente* Li Fui Yee
Michael Wong Chung Hau Goh Kian Yin
Michelle L. Brantley Roland Lajoie Hubert (Appointed on 21 August 2023)
Fiona Lane Ong Chau Jinn (Appointed on 25 October 2023)
Darwin Arriega Ong Yah Ho (Demised on 29 January 2023)
Haji Abdul Wahab Tan Sze Lian Celine (Resigned on 3 August 2023)
Ke Jek Tiang* Renatha Philoé (Resigned on 21 August 2023)
Ferly Versady*

* Ceased his office due to winding of the subsidiary during the financial year.

DIRECTORS’ INTERESTS

The Directors holding office at the end of the financial year and their beneficial interests in ordinary shares of the Company
and of its related corporations during the financial year ended 31 December 2023 as recorded in the Register of Directors’
Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in Malaysia were as follows:

Number of ordinary shares


Balance as at Acquired/ Balance as at
1.1.2023 Transferred Disposed 31.12.2023

Shares in the Company


Direct interests:
Tan Aik Pen 336,299,317 6,409,570 - 342,708,887
Tan Aik Sim 53,371,564 1,909,570 - 55,281,134
Tan Aik Kiong 55,438,695 1,909,570 - 57,348,265
Lim Fook Hin 2,102,000 - - 2,102,000

Indirect interests:
Tan Aik Kiong 27,125 - - 27,125
Lim Fook Hin 500,000 - - 500,000

126 ANNUAL REPORT 2023


Financial Statements

Directors’ Report

DIRECTORS’ INTERESTS (continued)

By virtue of Section 8(4)(c) of the Companies Act 2016 in Malaysia, Tan Aik Pen is also deemed to be interested in the ordinary
shares of all the subsidiaries to the extent that the Company has an interest.

None of the other Directors in office at the end of the financial year had any interest in the ordinary shares of the Company
or its related corporations during the financial year.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit
(other than those benefits included in the aggregate amount of remuneration received or due and receivable by the Directors
as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the
Director, or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial
interest other than deemed benefits arising from related party transactions entered into in the ordinary course of business as
disclosed in Note 43 to the financial statements.

There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the
object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.

DIRECTORS’ REMUNERATION

Directors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:

Group Company
RM’000 RM’000

Executive:
Salaries and bonus 4,510 4,448
Other emoluments 722 715
Total Executive Directors’ remuneration (excluding benefits-in-kind) 5,232 5,163
Estimated money value of benefits-in-kind 284 284
Total Executive Directors’ remuneration (including benefits-in-kind) 5,516 5,447

Non-Executive:
Fees 358 281
Salaries 2,730 -
Other emoluments 1,757 1,454
Total Non-Executive Directors’ remuneration (excluding benefits-in-kind) 4,845 1,735
Estimated money value of benefits-in-kind 303 303
Total Non-Executive Directors’ remuneration (including benefits-in-kind) 5,148 2,038
Total Directors’ remuneration 10,664 7,485

Annual Report 2023 127


TSH RESOURCES BERHAD 197901005269 (49548-D)

Directors’ Report

INDEMNITY AND INSURANCE FOR DIRECTORS, OFFICERS AND AUDITORS

During the financial year, the Directors and Officers of the Group are covered by a Directors and Officers Liability Insurance
(“D&O Policy”) for any liability incurred in the discharge of their duties, subject to the terms of the D&O Policy. The amount
of insurance premium paid by the Company during the financial year was RM82,000.

There were no indemnity given to or insurance effected for the auditors of the Group and of the Company during the financial
year.

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY

(I) AS AT THE END OF THE FINANCIAL YEAR

(a) Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable
steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and had satisfied themselves that all known bad debts had been written off and
that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.

(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial
year have not been substantially affected by any item, transaction or event of a material and unusual nature except
for the effects arising from gain on disposal of assets held for sale of the Group of RM27,604,000.

(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

(c) The Directors are not aware of any circumstances:

(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts
in the financial statements of the Group and of the Company inadequate to any material extent;

(ii) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading; and

(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate.

(d) In the opinion of the Directors:

(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially
the results of the operations of the Group and of the Company for the financial year in which this report is
made; and

(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the
period of twelve (12) months after the end of the financial year which will or may affect the ability of the
Group and of the Company to meet their obligations as and when they fall due.

128 Annual Report 2023


Financial Statements

Directors’ Report

OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)

(III) AS AT THE DATE OF THIS REPORT

(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the
financial year to secure the liabilities of any other person.

(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the
financial year.

(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

(a) On 4 April 2022, PT Bulungan Citra Agro Persada (“PT BCAP”), a 90% owned subsidiary of the Company entered
into a conditional sale, purchase and compensation of land agreement (“CSPA”) with PT Kawasan Industri Kalimantan
Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) for the proposed disposal by PT BCAP of
13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining thereto (collectively
referred to as “the Sale Land”) for a total cash consideration of IDR2,428.86 billion (or equivalent to approximately
RM731,090,000).

On 8 August 2022, the disposal of 7,817.36 hectares of the Sale Land was completed.

On 18 January 2023, the disposal for 574.56 hectares of the uncertified land was completed for cash consideration
amounted to RM28,717,000, which is subject to 2.5% tax on the cash consideration amounted to RM718,000 and this
has been recognised in administrative expenses within Statements of Comprehensive Income during the financial year.
The Group recorded a gain on disposal of RM27,604,000 in the financial statements.

On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.

The proposed disposal of the remaining of the Sale Land is expected to be completed within the next twelve (12)
months and has continued to be classified as assets held for sale.

(b) On 21 July 2023, the Company announced its intention to undertake a secondary listing of and quotation for its entire
issued ordinary shares on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) by way of
introduction (“Proposed Secondary Listing”).

On 26 September 2023, the Proposed Secondary Listing was completed following the listing of and quotation for the
entire issued share capital of the Company on the Main Board of the SGX-ST. The shares are and will continue to be
listed on the Main Market of Bursa Securities, which will remain as the primary stock exchange on which the shares
are listed.

AUDITORS

The auditors, BDO PLT (201906000013 (LLP0018825-LCA) & AF 0206), have expressed their willingness to continue in office.

Annual Report 2023 129


TSH RESOURCES BERHAD 197901005269 (49548-D)

Directors’ Report

AUDITORS’ REMUNERATION

Auditors’ remuneration of the Group and of the Company for the financial year ended 31 December 2023 were as follows:

Group Company
RM’000 RM’000

Statutory audit
- BDO PLT 520 174
- Other auditors 349 -
Other services
- BDO PLT 544 539
1,413 713

Signed on behalf of the Board in accordance with a resolution of the Directors.

...................................................... ......................................................
Tan Aik Sim Tan Aik Kiong
Director Director

Kuala Lumpur
1 April 2024

130 Annual Report 2023


Financial Statements

STATEMENT BY DIRECTORS

In the opinion of the Directors, the financial statements set out on pages 137 to 246 have been drawn up in accordance
with Malaysian Financial Reporting Standards, IFRS Accounting Standards and the provisions of the Companies Act 2016 in
Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023
and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.

On behalf of the Board,

...................................................... ......................................................
Tan Aik Sim Tan Aik Kiong
Director Director

Kuala Lumpur
1 April 2024

STATUTORY DECLARATION

I, Fong Ging Pang (CA 9024), being the officer primarily responsible for the financial management of TSH Resources Berhad,
do solemnly and sincerely declare that the financial statements set out on pages 137 to 246 are, to the best of my knowledge
and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly )


declared by the abovenamed at )
Kuala Lumpur, this )
1 April 2024 ) Fong Ging Pang

Before me:

Annual Report 2023 131


TSH RESOURCES BERHAD 197901005269 (49548-D)

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF TSH RESOURCES BERHAD (Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of TSH Resources Berhad, which comprise the statements of financial position as at
31 December 2023 of the Group and of the Company, and the statements of comprehensive income, statements of changes
in equity and statements of cash flows of the Group and of the Company for the financial year then ended, and notes to the
financial statements, including material accounting policy information, as set out on pages 137 to 246.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 31 December 2023, and of their financial performance and cash flows for the financial year then ended
in accordance with Malaysian Financial Reporting Standards (“MFRSs”), IFRS Accounting Standards and the requirements of
the Companies Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA Code”),
and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the Group and of the Company for the current financial year. These matters were addressed in the context of
our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

a. Impairment of plasma receivables

As at 31 December 2023, the Group had plasma receivables amounted to RM39,412,000, which was net of impairment
losses of RM13,485,000. The details of plasma receivables and its credit risks have been disclosed in Note 27(b)(ii) to
the financial statements.

We determined this to be a key audit matter because it requires management to exercise significant judgement in
determining the probability of default by plasma receivables, appropriate forward-looking information i.e. Gross
Domestic Product (“GDP”) and crude palm oil prices, significant increase in credit risk and estimated cash flows
recoverable in worst-case scenarios, taking into consideration the effects of increasing interest rate in Indonesia on the
discount rate.

132 Annual Report 2023


Financial Statements

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF TSH RESOURCES BERHAD (Incorporated in Malaysia)

Key Audit Matters (continued)

a. Impairment of plasma receivables (continued)

Audit response

Our audit procedures, with the involvement of the component auditors, included the following:

Impairment assessment of plasma receivables

(i) evaluated assessments performed by management and assessed adequacy of expected credit losses based on
expected cash flows recoverable from plasma receivables, which were derived from expectation of repayment
patterns from plasma receivables, either through funding from banks and/or cash flows through sales of fresh fruit
bunches;

(ii) assessed and evaluated reasonableness of discount rate used in calculating the present value of non-current
plasma receivables over their expected repayment period, taken into consideration the effects of increasing
interest rate in Indonesia on the discount rate;

(iii) recomputed the probability of default using historical data and forward-looking information adjustment, taken
into consideration the effects of increasing interest rate in Indonesia on discount rate applied by the Group;

(iv) assessed the appropriateness of the indicators of significant increase in credit risk applied by the management
and the resultant basis for classification of exposure into respective stages; and

(v) evaluated basis used by management in determining cash flows recoverable in worst-case scenarios, where
applicable, incorporating the effects of increasing interest rate in Indonesia on the discount rate.

b. Impairment of amounts due from subsidiaries

As at 31 December 2023, non-trade amounts due from subsidiaries of the Company were RM206,902,000 which were
net of impairment losses of RM4,441,000 as disclosed in Note 27 to the financial statements.

We determined this to be a key audit matter because it requires management to exercise significant judgement in
determining the probability of default by subsidiaries, appropriate forward-looking information, significant increase
in credit risk and estimated cash flows recoverable in worst-case scenarios, taking into consideration the effects of
increasing Overnight Policy Rate (“OPR”) in Malaysia and interest rate in Indonesia, where applicable, on the discount
rates.

Audit response

Our audit procedures included the following:

(i) recomputed probability of default using historical data and forward-looking adjustment, taken into consideration
the effects of increasing OPR in Malaysia and interest rate in Indonesia, where applicable, on the discount rates
applied by the Company;

(ii) assessed the appropriateness of the indicators of significant increase in credit risk applied by the management
and the resultant basis for classification of exposure into respective stages;

Annual Report 2023 133


TSH RESOURCES BERHAD 197901005269 (49548-D)

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF TSH RESOURCES BERHAD (Incorporated in Malaysia)

Key Audit Matters (continued)

b. Impairment of amounts due from subsidiaries (continued)

Audit response (continued)

Our audit procedures included the following (continued):

(iii) evaluated basis used by management in determining cash flows recoverable in worst-case scenarios, where
applicable, incorporating the impact of increasing OPR in Malaysia and interest rate in Indonesia, where applicable,
on the discount rates; and

(iv) assessed actual loss events subsequent to the end of reporting period for its relationship with the indicators of
significant increase in credit risk applied by management.

Information Other than the Financial Statements and Auditors’ Report Thereon

The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with MFRSs, IFRS Accounting Standards and the requirements of the Companies
Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is necessary to
enable the preparation of financial statements of the Group and of the Company that are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability
of the Group and of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Company or
to cease operations, or have no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.

134 Annual Report 2023


Financial Statements

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF TSH RESOURCES BERHAD (Incorporated in Malaysia)

Auditors’ Responsibilities for the Audit of the Financial Statements (continued)

As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:

(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of the
Group and of the Company.

(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.

(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the ability of the Group or of the Company to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements of
the Group and of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause
the Group or the Company to cease to continue as a going concern.

(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.

(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current financial year and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

Annual Report 2023 135


TSH RESOURCES BERHAD 197901005269 (49548-D)

INDEPENDENT AUDITORS’ REPORT


TO THE MEMBERS OF TSH RESOURCES BERHAD (Incorporated in Malaysia)

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which we have
not acted as auditors, are disclosed in Note 23 to the financial statements.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act
2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

...................................................... ......................................................
BDO PLT Lum Chiew Mun
201906000013 (LLP0018825-LCA) & AF 0206 03039/04/2025 J
Chartered Accountants Chartered Accountant

Kuala Lumpur
1 April 2024

136 Annual Report 2023


Financial Statements

STATEMENTS OF COMPREHENSIVE INCOME


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Continuing operations

Revenue 6 1,066,516 1,305,999 114,524 195,944


Cost of sales 7 (668,077) (813,070) (3,140) (4,021)

Gross profit 398,439 492,929 111,384 191,923

Other items of income


Interest income 8 13,398 9,846 17,806 31,917
Dividend income 9 1 18 1 18
Other income 10 50,260 417,515 14,700 8,982
Net impairment write back on financial assets 12 - - 314 9,719

Other items of expenses


Marketing and distribution costs (30,310) (35,797) - -
Administrative expenses (190,171) (175,807) (53,131) (51,254)
Finance costs 11 (20,147) (32,377) (21,710) (33,865)
Other expenses (28,167) (164,874) (49,695) (75,729)
Net impairment losses on financial assets 12 (3,662) (4,254) - -

Share of profit of associate, net of tax 11,189 18,477 - -


Share of (loss)/profit of joint ventures,
net of tax (2,993) 31,621 - -
Profit before tax 12 197,837 557,297 19,669 81,711
Taxation 15 (72,012) (32,304) (5,831) 8,280

Profit for the financial year from continuing


operations 125,825 524,993 13,838 89,991

Discontinued operations

Profit for the financial year from


discontinued operations, net of tax 16 - - - 24,861
Profit for the financial year 125,825 524,993 13,838 114,852

Annual Report 2023 137


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENTS OF COMPREHENSIVE INCOME


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Other comprehensive income/(loss)


Item that may be reclassified subsequently to
profit or loss:
Foreign currency translations 15(d) 96,886 (53,856) - -
Net loss on financial assets measured at fair
value through other comprehensive income
(“FVOCI”) 15(d) (261) - - -
Cumulative loss on financial assets measured
at FVOCI reclassified to profit or loss upon
disposal 15(d) 97 - - -
Reclassification of exchange translation
reserve to profit or loss 15(d) - 339 - -
96,722 (53,517) - -

Item that may not be reclassified


subsequently to profit or loss:
Remeasurements of net defined benefit
liabilities 15(d) (676) 1,077 - -
Other comprehensive income/(loss) for the
financial year, net of tax 96,046 (52,440) - -
Total comprehensive income for the
financial year 221,871 472,553 13,838 114,852

Profit attributable to owners of the Company


From continuing operations 95,112 456,407 13,838 89,991
From discontinued operations - - - 24,861
95,112 456,407 13,838 114,852

Profit attributable to non-controlling interests 30,713 68,586 - -


125,825 524,993 13,838 114,852

Total comprehensive income attributable to:


Owners of the Company 180,639 411,329 13,838 114,852
Non-controlling interests 41,232 61,224 - -
221,871 472,553 13,838 114,852

Earnings per share attributable to owners of


the Company (sen per share):
Basic earnings per share 17 6.89 33.07
Diluted earnings per share 17 6.89 33.07

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

138 ANNUAL REPORT 2023


Financial Statements

STATEMENTS OF FINANCIAL POSITION


AS AT 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

ASSETS
Non-current assets
Property, plant and equipment 19 1,277,756 1,256,556 52,842 53,449
Right-of-use assets 20 253,435 255,082 8,249 8,310
Biological assets 21 366,003 364,842 274,506 271,874
Intangible assets 22 44,319 50,350 - -
Investments in subsidiaries 23 - - 676,694 808,330
Investment in an associate 24 78,645 77,437 61,259 61,259
Investments in joint ventures 25 103,090 106,083 20,750 20,750
Deferred tax assets 26 473 6,026 - -
Other receivables 27 47,910 53,946 198,830 254,333
Investment securities 28 28,094 50 50 50
Derivative assets 32 717 - 717 -
2,200,442 2,170,372 1,293,897 1,478,355

Current assets
Biological assets 21 14,697 13,531 - -
Inventories 29 93,718 132,923 1,048 1,572
Trade and other receivables 27 36,214 39,725 11,418 49,164
Other current assets 30 5,320 6,432 216 797
Tax recoverable 17,995 8,789 1 18
Investment securities 28 1 1 1 1
Derivative assets 32 295 30 161 -
Short term funds 33 5,349 6,385 155 150
Cash and bank balances 34 250,138 375,580 31,207 42,362
423,727 583,396 44,207 94,064
Assets held for sale 35 220,853 205,510 - -
TOTAL CURRENT ASSETS 644,580 788,906 44,207 94,064
TOTAL ASSETS 2,845,022 2,959,278 1,338,104 1,572,419

EQUITY AND LIABILITIES


Equity attributable to owners of the Company
Share capital 36 740,512 740,512 740,512 740,512
Treasury shares 36 (1,467) (1,467) (1,467) (1,467)
Other reserves 37 (168,877) (254,906) - -
Retained earnings 38 1,476,805 1,416,700 239,152 259,819
2,046,973 1,900,839 978,197 998,864
Non-controlling interests 258,308 231,219 - -
TOTAL EQUITY 2,305,281 2,132,058 978,197 998,864

Annual Report 2023 139


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENTS OF FINANCIAL POSITION


AS AT 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

LIABILITIES
Non-current liabilities
Loans and borrowings 39 110,963 164,860 110,963 164,860
Retirement benefits 40 22,982 17,324 - -
Lease liabilities 20 955 1,320 32 56
Deferred tax liabilities 26 86,973 86,555 3,468 1,508
221,873 270,059 114,463 166,424

Current liabilities
Loans and borrowings 39 191,157 394,251 119,294 193,736
Trade and other payables 41 123,475 142,158 126,127 210,106
Derivative liabilities 32 - 3,282 - 3,267
Lease liabilities 20 420 615 23 22
Current tax payable 2,816 16,855 - -
317,868 557,161 245,444 407,131
TOTAL LIABILITIES 539,741 827,220 359,907 573,555
TOTAL EQUITY AND LIABILITIES 2,845,022 2,959,278 1,338,104 1,572,419

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

140 Annual Report 2023


Attributable to owners of the Company
Non-distributable Distributable Non-distributable
Equity
attributable
to owners Foreign
of the Other currency Share of Non-
Equity, Company, Share Treasury Retained reserves, Capital translation associate Fair value controlling
total total capital shares earnings total reserve reserve reserve reserve interests
2023 Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group
Balance as at 1 January 2023 2,132,058 1,900,839 740,512 (1,467) 1,416,700 (254,906) 9,630 (264,636) 100 - 231,219
Profit for the financial year 125,825 95,112 - - 95,112 - - - - - 30,713
Other comprehensive income/(loss)
Foreign currency translations 15(d) 96,886 86,193 - - - 86,193 - 86,193 - - 10,693
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Net loss on financial assets measured


at FVOCI 15(d) (261) (261) - - - (261) - - - (261) -
Cumulative loss on financial assets
measured at FVOCI reclassified to
profit or loss upon disposal 15(d) 97 97 - - - 97 - - - 97 -
Remeasurements of net defined benefit
liabilities 15(d) (676) (502) - - (502) - - - - - (174)
Other comprehensive income/(loss) for
the financial year, net of tax 96,046 85,527 - - (502) 86,029 - 86,193 - (164) 10,519
Total comprehensive income/(loss) for
the financial year 221,871 180,639 - - 94,610 86,029 - 86,193 - (164) 41,232
Transactions with owners
Additional interest in subsidiaries 23(f) 2,736 - - - - - - - - - 2,736
Reduction of interest upon winding up
of subsidiaries (252) - - - - - - - - - (252)
STATEMENTS OF CHANGES IN EQUITY

Dividends paid on ordinary shares 18 (34,505) (34,505) - - (34,505) - - - - - -


Dividends paid to non-controlling
interests (16,627) - - - - - - - - - (16,627)
Total transactions with owners (48,648) (34,505) - - (34,505) - - - - - (14,143)
Balance as at 31 December 2023 2,305,281 2,046,973 740,512 (1,467) 1,476,805 (168,877) 9,630 (178,443) 100 (164) 258,308

Annual Report 2023


Financial Statements

141
Attributable to owners of the Company

142
Non-distributable Distributable Non-distributable
Equity
attributable
to owners Foreign
of the Other currency Share of Non-
Equity, Company, Share Treasury Retained reserves, Capital translation associate controlling
total total capital shares earnings total reserve reserve reserve interests
2022 Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Annual Report 2023


Group
Balance as at 1 January 2022 1,813,588 1,641,330 740,512 (1,467) 1,111,178 (208,893) 9,630 (218,623) 100 172,258
Profit for the financial year 524,993 456,407 - - 456,407 - - - - 68,586
Other comprehensive (loss)/income
Foreign currency translations 15(d) (53,856) (46,352) - - - (46,352) - (46,352) - (7,504)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
TSH RESOURCES BERHAD 197901005269 (49548-D)

Reclassification of exchange translation reserve to


profit or loss arising from dissolution of foreign
subsidiaries 15(d) 339 339 - - - 339 - 339 - -
Remeasurements of net defined benefit liabilities 15(d) 1,077 935 - - 935 - - - - 142
Other comprehensive (loss)/income for the financial
STATEMENTS OF CHANGES IN EQUITY

year, net of tax (52,440) (45,078) - - 935 (46,013) - (46,013) - (7,362)


Total comprehensive income/(loss) for the financial
year 472,553 411,329 - - 457,342 (46,013) - (46,013) - 61,224
Transactions with owners
Dividends paid on ordinary shares 18 (151,820) (151,820) - - (151,820) - - - - -
Dividends paid to non-controlling interests (2,263) - - - - - - - - (2,263)
Total transactions with owners (154,083) (151,820) - - (151,820) - - - - (2,263)
Balance as at 31 December 2022 2,132,058 1,900,839 740,512 (1,467) 1,416,700 (254,906) 9,630 (264,636) 100 231,219
Financial Statements

STATEMENTS OF CHANGES IN EQUITY


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Non-distributable Distributable
Equity, Share Treasury Retained
total capital shares earnings
2023 Note RM’000 RM’000 RM’000 RM’000

Company
Balance as at 1 January 2023 998,864 740,512 (1,467) 259,819
Profit for the financial year 13,838 - - 13,838
Other comprehensive income for the
financial year, net of tax - - - -
Total comprehensive income for the
financial year 13,838 - - 13,838
Transactions with owners
Dividends paid on ordinary shares 18 (34,505) - - (34,505)
Total transactions with owners (34,505) - - (34,505)
Balance as at 31 December 2023 978,197 740,512 (1,467) 239,152

Non-distributable Distributable
Equity, Share Treasury Retained
total capital shares earnings
2022 Note RM’000 RM’000 RM’000 RM’000

Company
Balance as at 1 January 2022 1,035,832 740,512 (1,467) 296,787
Profit for the financial year 114,852 - - 114,852
Other comprehensive income for the
financial year, net of tax - - - -
Total comprehensive income for the
financial year 114,852 - - 114,852
Transactions with owners
Dividends paid on ordinary shares 18 (151,820) - - (151,820)
Total transactions with owners (151,820) - - (151,820)
Balance as at 31 December 2022 998,864 740,512 (1,467) 259,819

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

Annual Report 2023 143


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM OPERATING ACTIVITIES


Profit before tax
From continuing operations 197,837 557,297 19,669 81,711
From discontinued operations 16 - - - 15,187
197,837 557,297 19,669 96,898
Adjustments for:
Amortisation of biological assets 21 1,181 1,181 1,181 1,181
Bad debts (recovered)/written off (118) 241 - -
Depreciation of property, plant and equipment 12 90,255 90,725 2,214 2,310
Depreciation of right-of-use assets 12 9,705 10,076 61 68
Dividend income 9 (1) (18) (1) (18)
Fair value (gain)/loss on forward currency
contracts (4,115) 3,607 (4,145) 3,267
Fair value loss on investment securities 12 - 2 - 2
Fair value gain on commodity future contracts 10 (149) (1,899) - -
Gain on disposal of:
- property, plant and equipment 10 (446) (312,007) (143) (393)
- assets held for sale (27,604) (84,585) - (13,822)
Gain on lease reassessments 10 (31) (169) - -
(Gain)/Loss on remeasurement of financial
guarantee contracts 41(d) (24) (47) (249) 217
Impairment losses on:
- property, plant and equipment 19 - 56,253 - -
- goodwill 22 7,769 211 - -
- investment in subsidiaries 23(c) - - 46,784 949
- trade receivables 27(a) 138 514 - -
- other receivables 27(b) 4,206 5,151 - -
Interest expense 11 20,147 32,377 21,710 33,865
Interest income 8 (13,398) (9,846) (17,806) (31,917)
Inventories (written back)/written down 29 (6,375) 13,943 - -
Inventories written off 29(c) 6,798 5,578 - 3
(Gain)/Loss from fair value adjustment of forest
planting expenditure 21 (341) 37,240 (2,613) 38,189
Losses arising from dissolution of subsidiaries 12 - 341 - -
Loss on disposal of financial assets 12 192 - - -
Net (gain)/loss from fair value adjustment of fresh
fruit bunches 21 (432) 3,383 - 201
Net unrealised foreign exchange loss/(gain) 7,080 (3,944) (4,431) (5,343)
Property, plant and equipment written off 449 454 - 12
Right-of-use asset written off 20 - 193 - 193
Rent concessions 20 - (1) - (1)
Share of profit of associate (11,189) (18,477) - -
Share of loss/(profit) of joint ventures 2,993 (31,621) - -
Subtotal 86,690 (201,144) 42,562 28,963

144 Annual Report 2023


Financial Statements

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Subtotal (continued) 86,690 (201,144) 42,562 28,963


Write back of impairment losses on:
- trade receivables 27(a) (358) (1,399) - -
- other receivables 27(b) (324) (12) (11) -
- amounts due from subsidiaries 27(c) - - (303) (9,719)
Total adjustments 86,008 (202,555) 42,248 19,244
Operating cash flows before changes in working
capital 283,845 354,742 61,917 116,142
Changes in working capital
Decrease/(Increase) in inventories 35,704 (8,567) 524 (189)
Decrease in receivables 6,323 24,569 10,990 18,400
Decrease in payables (11,506) (73,874) (1,080) (9,165)
Increase in retirement benefits obligations 3,824 102 - -
Total changes in working capital 34,345 (57,770) 10,434 9,046
Cash flows from operations 318,190 296,972 72,351 125,188
Interest paid - - (7,093) (13,625)
Income tax paid (92,819) (91,780) (3,854) (2,420)
Income tax refunded 1,310 2,539 - -
Net cash flows from operating activities 226,681 207,731 61,404 109,143

CASH FLOWS FROM INVESTING ACTIVITIES


Additions of right-of-use assets (4,690) (20,630) - -
Additional investments in subsidiaries 23(d) - - (37,769) (1,985)
Distribution for return of capital from liquidation of
a subsidiary 23(d) - - 468 -
Dividends received from:
- associate 24(d) 9,981 23,113 - -
- joint ventures 25(c) - 15,000 - -
- short term investments 9 1 18 1 18
Forest planting expenditure (1,974) (2,388) (1,198) (617)
Interest received 13,398 9,846 17,806 31,917
Placement of deposits with maturity of over
3 months (3) (3) - -
Proceeds from disposal of:
- property, plant and equipment 2,257 411,325 143 460
- assets held for sale 28,716 248,000 - 76,347
- other investment 2,040 - - -
Purchase of other investments (29,261) - - -
Purchase of property, plant and equipment (57,410) (61,052) (1,609) (2,170)
Withdrawal of deposits pledged with licensed
banks 1,028 - - -
Subtotal (35,917) 623,229 (22,158) 103,970

Annual Report 2023 145


TSH RESOURCES BERHAD 197901005269 (49548-D)

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Subtotal (continued) (35,917) 623,229 (22,158) 103,970


Redemptions of non-cumulative redeemable
convertible preference shares 23(d) - - 77,982 78,428
Repayments from subsidiaries - - 51,786 225,564
Net cash flows (used in)/from investing activities (35,917) 623,229 107,610 407,962

CASH FLOWS FROM FINANCING ACTIVITIES


Dividends paid 18 (34,505) (151,820) (34,505) (151,820)
Dividends paid to non-controlling interests (16,627) (2,263) - -
Interest paid (20,077) (32,190) (14,614) (20,237)
Net drawdowns/(repayments) of bankers’
acceptances 39(j) 24,817 (35,837) - -
Net repayments of revolving credits 39(j) (105,500) (94,283) (42,500) (145,783)
Net repayments of Sukuk Murabahah Islamic
Commercial Papers 39(j) - (50,000) - -
Net repayments of Sukuk Murabahah Medium
Term Notes 39(j) (90,000) (60,000) - -
Net repayments of term loans 39(j) (88,519) (315,925) (88,519) (315,925)
Payments of lease interest 20(j) (70) (187) (3) (3)
Payments of lease liabilities 20(j) (649) (1,035) (23) (26)
Proceeds from issuance of preference shares to
non-controlling interest 2,736 - - -
Net cash flows used in financing activities (328,394) (743,540) (180,164) (633,794)
Net (decrease)/increase in cash and cash
equivalents (137,630) 87,420 (11,150) (116,689)
Effects of exchange rate changes 12,433 (3,940) - -
Cash and cash equivalents as at beginning of
financial year 376,231 292,751 42,512 159,201
Cash and cash equivalents as at end of
financial year 34(d) 251,034 376,231 31,362 42,512

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

146 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

1. CORPORATE INFORMATION

TSH Resources Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia,
and is listed on the Main Market of Bursa Malaysia Securities Berhad and Main Board of Singapore Exchange Securities
Trading Limited (“SGX-ST“).

The registered office of the Company is located at Level 10, Menara TSH, No. 8 Jalan Semantan, Damansara Heights,
50490 Kuala Lumpur.

The principal place of business of the Company is located at Bangunan TSH, TB 9, KM 7, Apas Road, 91000 Tawau,
Sabah.

The consolidated financial statements for the financial year ended 31 December 2023 comprise the Company and its
subsidiaries and the interests of the Group in an associate and joint ventures. These financial statements are presented
in Ringgit Malaysia (“RM”), which is also the functional currency of the Company. All financial information presented in
RM has been rounded to the nearest thousand, unless otherwise stated.

The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 1 April 2024.

2. PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and forest plantation. The principal activities of the
subsidiaries are primarily involved in investment holding, oil palm cultivation and processing, generation and supply
of electricity from biomass plants, forest plantation, manufacture and sales of cocoa products and downstream wood
products and other related business activities. The principal activities and details of the subsidiaries are stated in Note
23 to the financial statements. There have been no significant changes in the nature of these activities of the Group and
of the Company during the financial year.

3. BASIS OF PREPARATION

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), IFRS Accounting Standards and the provisions of the Companies Act 2016 in Malaysia.

The accounting policies adopted are consistent with those of the previous financial year except for the effects of
adoption of new MFRSs during the financial year. The new MFRSs and Amendments to MFRSs adopted during the
financial year are disclosed in Note 44.1 to the financial statements.

The financial statements of the Group and of the Company have been prepared under the historical cost convention
except as otherwise stated in the financial statements.

The Group has positive cash flows from its business activities and has sufficient credit facilities in place to meet its
operational requirements (as disclosed further in Note 5(b)(ii) to the financial statements), notwithstanding that the
current liabilities of the Company exceeded its current assets by RM201,237,000 as at 31 December 2023. In addition,
the Group and the Company carried out cash flows review for the next twelve (12) months to ensure that the business
operations have sufficient funds available to meet their obligations as and when they fall due. Historical results of the
treasury management show that the Group and the Company have the ability to meet their obligations as and when
they fall due and the Group and the Company have not defaulted on any obligations due or payable to financial
institutions or creditors.

The Directors are confident that the Group and the Company will continue to operate profitably and generate sufficient
cash flows from operations in the foreseeable future, together with continuous financial support from the lenders and
shareholders.

Annual Report 2023 147


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

4. SEGMENT INFORMATION

Management monitors the operating results of its business units separately for the purpose of making decisions about
resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss
in the consolidated financial statements.

For management purposes, the Group is organised into business units based on their products and services, and the
operation of oil palm plantations, manufacture and sale of crude palm oil and palm kernel has been designated as a
reportable segment under “Palm products” segment.

Other non-reportable segments include manufacture and sale of downstream wood products, operation of a forest
management unit, manufacture, sale and trading of cocoa products, and generation and supply of electricity from
biomass plants, which do not individually meet the quantitative thresholds in respect of profit or loss required for
separate disclosure as reporting segments. Accordingly, financial information for these segments has been combined
and presented under the “Others” segment.

Group financing (including finance costs), income taxes, share of results of associate and joint ventures are managed on
a group basis and are not allocated to operating segments.

Adjustment
Palm and
products Others eliminations Total
RM’000 RM’000 RM’000 Notes RM’000

2023
Revenue
External customers 998,080 68,436 - 1,066,516
Inter-segment 22,224 - (22,224) (a) -
Total revenue 1,020,304 68,436 (22,224) 1,066,516

Results
Interest income 60,374 1,361 (48,337) 13,398
Dividend income 1 - - 1
Depreciation and amortisation (87,805) (13,336) - (101,141)
Gain on disposal of assets held for sale 27,604 - - 27,604
Gain on disposal of property, plant and
equipment 618 (172) - 446
Other material non-cash items (9,698) (4,648) - (b) (14,346)
Segment profit/(loss) 251,587 (11,805) (41,945) (c) 197,837

Assets:
Additions to non-current assets
(including assets held for sale) 51,083 13,459 - (d) 64,542
Segment assets
(including assets held for sale) 1,981,589 588,421 275,012 (e) 2,845,022
Segment liabilities 119,628 18,517 401,596 (f) 539,741

148 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

4. SEGMENT INFORMATION (continued)

Adjustment
Palm and
products Others eliminations Total
RM’000 RM’000 RM’000 Notes RM’000

2022
Revenue
External customers 1,202,038 103,961 - 1,305,999
Inter-segment 23,776 - (23,776) (a) -
Total revenue 1,225,814 103,961 (23,776) 1,305,999

Results
Interest income 70,981 1,202 (62,337) 9,846
Dividend income 18 - - 18
Depreciation and amortisation (88,057) (13,925) - (101,982)
Gain on disposal of assets held for sale 84,585 - - 84,585
Gain on disposal of property, plant and
equipment 311,924 83 - 312,007
Impairment losses on property, plant
and equipment (17,414) (38,839) - (56,253)
Other material non-cash items (16,957) (46,063) - (b) (63,020)
Segment profit/(loss) 671,673 (77,493) (36,883) (c) 557,297

Assets:
Additions to non-current assets
(including assets held for sale) 74,383 10,377 - (d) 84,760
Segment assets
(including assets held for sale) 2,055,369 619,001 284,908 (e) 2,959,278
Segment liabilities 133,247 31,537 662,436 (f) 827,220

ANNUAL REPORT 2023 149


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

4. SEGMENT INFORMATION (continued)

Notes: Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial statements.

(a) Inter-segment revenue is eliminated on consolidation.

(b) Other material non-cash items consist of the following items as presented in the respective notes to the
financial statements:

2023 2022
RM’000 RM’000

Fair value gain/(loss) on forward currency contracts 4,115 (3,607)


Fair value gain on commodity future contracts 149 1,899
Inventories written back/(written down) 6,375 (13,943)
Inventories written off (6,798) (5,578)
Impairment losses on goodwill (7,769) (211)
Gain/(Loss) from fair value adjustments of forest planting expenditure 341 (37,240)
Net gain/(loss) from fair value adjustments of fresh fruit bunches 432 (3,383)
Net write back on trade receivables 220 885
Net unrealised foreign exchange (loss)/gain (7,080) 3,944
Net impairment losses on other receivables (3,882) (5,139)
Property, plant and equipment written off (449) (454)
Right-of-use assets written off - (193)
(14,346) (63,020)

(c) The following items are added to/(deducted from) segment profit to arrive at “Profit before tax” presented in
the statements of comprehensive income:

2023 2022
RM’000 RM’000

Share of profit of associate 11,189 18,477


Share of (loss)/profit of joint ventures (2,993) 31,621
Finance costs (20,147) (32,377)
Unallocated corporate expenses (29,994) (54,604)
(41,945) (36,883)

(d) Additions to non-current assets (including assets held for sale) consist of:

2023 2022
RM’000 RM’000

Property, plant and equipment 57,910 61,673


Biological assets 2,001 2,501
Right-of-use assets - land use rights 4,631 20,586
64,542 84,760

150 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

4. SEGMENT INFORMATION (continued)

(e) The following items are added to segment assets to arrive at total assets reported in the statements of financial
position:

2023 2022
RM’000 RM’000

Investment in an associate 78,645 77,437


Investments in joint ventures 103,090 106,083
Tax recoverable 17,995 8,789
Deferred tax assets 473 6,026
Unallocated amounts 74,809 86,573
275,012 284,908

(f) The following items are added to segment liabilities to arrive at total liabilities reported in the statements of
financial position:

2023 2022
RM’000 RM’000

Deferred tax liabilities 86,973 86,555


Loans and borrowings 302,120 559,111
Unallocated amounts 12,503 16,770
401,596 662,436

Geographical information

Revenue and non-current assets information are presented based on the geographical location of customers and assets
respectively. The amounts of non-current assets do not include financial instruments and deferred tax assets.

Revenue Non-current assets


2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Malaysia 305,414 448,802 996,928 1,008,207


Indonesia 724,094 783,620 1,126,320 1,102,143
United States of America 16,323 40,079 - -
Southwest Pacific 13,628 23,526 - -
Others 7,057 9,972 - -
1,066,516 1,305,999 2,123,248 2,110,350

Annual Report 2023 151


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

5. CAPITAL AND FINANCIAL RISK MANAGEMENT

(a) Capital management

The objectives of the Group’s capital management are to ensure that it maintains a good credit rating and healthy
capital ratios in order to support a balanced growth objective in its business, maintain an optimal capital structure
to reduce the cost of capital and ultimately maximise shareholders’ value.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions
and the free cash flow position. To achieve this objective, the Group may adjust the Group internal plans in its
expansion of plantation land areas and plantation programme. No changes were made in the objectives, policies
or processes during the financial years ended 31 December 2023 and 31 December 2022.

The Group monitors capital using a debt/equity ratio, which among other things is aimed at ensuring its financial
covenant under the current banking facilities of 1.5 level is met. However, the Group seeks to maintain a net debt/
equity ratio at below 1.0 level.

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Loans and borrowings 302,120 559,111 230,257 358,596


Less: Cash and bank balances (250,138) (375,580) (31,207) (42,362)
Less: Short term funds (5,349) (6,385) (155) (150)
Net debt 46,633 177,146 198,895 316,084
Total equity 2,305,281 2,132,058 978,197 998,864
Debt*/equity ratio 0.13 0.26 0.24 0.36
Net debt/equity ratio 0.02 0.08 0.20 0.32

* Represents loans and borrowings.

Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the Group is
required to maintain a consolidated shareholders’ equity of more than twenty-five percent (25%) of the issued and
paid-up capital and such shareholders’ equity is not less than RM40,000,000. The Group has complied with this
requirement for the financial year ended 31 December 2023.

(b) Financial risk management

The Group and the Company are exposed to financial risks arising from their operations and the use of financial
instruments. The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and
market price risk.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which
are executed by the Directors and Head of Finance. The audit committee provides independent oversight to the
effectiveness of the risk management process.

It is, and has been throughout the current and previous financial years, the Group’s policy that no derivatives shall
be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Group and
the Company do not apply hedge accounting.

152 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

5. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)

(b) Financial risk management (continued)

(i) Credit risk

The Group’s and the Company’s exposure to credit risk arises primarily from trade and other receivables. For
other financial assets (including short term funds and cash and bank balances), the Group and the Company
minimise credit risk by dealing exclusively with high credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. The Group trades only with recognised and creditworthy third parties. It is the Group’s
policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure
to bad debts is not significant.

Information regarding credit enhancements for trade and other receivables and credit risk concentration
profiles has been disclosed in Note 27 to the financial statements.

(ii) Liquidity risk

The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities
of financial assets and financial liabilities. The Group’s and the Company’s objective is to maintain a balance
between continuity of funding and flexibility through the use of stand-by credit facilities.

The Group strives to maintain available banking facilities at a reasonable level to its overall debt position. As
far as possible, the Group raises committed funding from financial institutions and balances its portfolio with
some short term funding so as to achieve overall cost effectiveness. While the Group is in net current assets
position, the Company is in net current liabilities position. In this regard, the Group maintains centralised
treasury functions where all strategic funding requirements of the Company are managed. The Company
diligently manages its debt maturity profile, operating cash flows and various sources of funding after taking in
account of refinancing, repayment and funding requirements to provide an adequate liquidity buffer. Besides
maintaining a reasonable level of cash and cash convertible investments to meet its working capital needs,
the Company also ensures it has sufficient undrawn credit facilities available to complement its overall liquidity
management. As at 31 December 2023, the Company has RM367,296,000 in unused credit facilities.

At the end of the reporting period, approximately 63% and 52% (2022: 71% and 54%) of the Group’s and
of the Company’s loans and borrowings will mature in less than one year based on the carrying amount
reflected in the financial statements.

The analysis of financial instruments by remaining contractual maturities is disclosed in Notes 20, 32, 39 and
41 to the financial statements.

(iii) Interest rate risk

The Group’s and the Company’s exposure to interest rate risk arises primarily from their loans and borrowings.
The Group’s policy is to manage interest cost using a mix of fixed and floating rate debts.

The interest rate profile and sensitivity analysis of interest rate risk have been disclosed in Notes 20, 27, 34,
39 and 41 to the financial statements.

Annual Report 2023 153


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

5. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)

(b) Financial risk management (continued)

(iv) Foreign currency risk

The Group has transactional currency exposures arising from sales or purchases that are denominated in a
currency other than the respective functional currencies of Group entities, which are United States Dollars
(USD), Australian Dollars (AUD), Euro (EUR), Indonesia Rupiah (IDR), Singapore Dollar (SGD) and RM. The
foreign currencies in which these transactions are denominated are mainly USD.

Approximately 96% (2022: 94%) of the Group’s sales and 94% (2022: 95%) of cost of sales are denominated
in the respective functional currencies of the Group entities. The Group’s trade receivable and trade payable
balances at the end of the reporting period have similar exposures.

The Group may require its operating entities to use forward currency contracts to eliminate the currency
exposures on any individual transactions for which payment is anticipated more than one month after the
Group has entered into a firm commitment for a sale or purchase. The forward currency contracts must be in
the same currency as the hedged item. It is the Group’s policy not to enter into forward contracts until a firm
commitment is in place. It is the Group’s policy to negotiate the terms of the hedge derivatives to match the
terms of the hedged item to maximise hedge effectiveness.

At 31 December 2023, the Group hedged 100% (2022: 47%) of its foreign currency denominated loans and
borrowings for which firm commitments existed at the end of the reporting period, extending to November
2025 (2022: November 2023).

The Group’s significant exposure to foreign currency (a currency which is other than the functional currency
of the Group entities) risk are as follows:

USD AUD EUR IDR SGD RM


Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2023

Investment securities 7,471 - - - - -


Trade and other receivables 2,563 3,511 538 - - 278
Cash and bank balances 2,596 540 96 9,279 38 26,174
Loans and borrowings (61,506) - - - - -
Trade and other payables (1,583) (446) (1,158) - - (25)

154 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

5. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)

(b) Financial risk management (continued)

(iv) Foreign currency risk (continued)

The Group’s significant exposure to foreign currency (a currency which is other than the functional currency
of the Group entities) risk are as follows (continued):

USD AUD GBP EUR IDR SGD RM


Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2022

Trade and other


receivables 3,118 3,142 - 287 - - 276
Cash and bank balances 2,016 324 - 88 9,865 1,335 24,830
Loans and borrowings (106,062) - - - - - -
Trade and other payables (2,146) (153) (96) (405) - (237) (6)

USD IDR SGD


Company RM’000 RM’000 RM’000

2023

Trade and other receivables - 109,287 123


Cash and bank balances 236 8,678 38
Loans and borrowings (61,506) - -
Trade and other payables - (50,162) (845)

USD IDR SGD


Company RM’000 RM’000 RM’000

2022

Trade and other receivables - 171,244 -


Cash and bank balances 892 9,865 3
Loans and borrowings (106,062) - -
Trade and other payables - (48,241) (237)

ANNUAL REPORT 2023 155


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

5. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)

(b) Financial risk management (continued)

(iv) Foreign currency risk (continued)

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s and Company’s profit net of tax to a
reasonably possible change in the USD, AUD, GBP, EUR, IDR, SGD and RM exchange rates against the
respective functional currency of the Group entities, with all other variables held constant.

Profit net of tax


Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

USD/RM - strengthened by 5% (2,273) (3,934) (2,328) (3,996)


- weakened by 5% 2,273 3,934 2,328 3,996
USD/SGD - strengthened by 5% 355 15 - -
- weakened by 5% (355) (15) - -
USD/IDR - strengthened by 5% - 2 - -
- weakened by 5% - (2) - -
AUD/RM - strengthened by 5% 137 114 - -
- weakened by 5% (137) (114) - -
GBP/RM - strengthened by 5% - (4) - -
- weakened by 5% - 4 - -
EUR/RM - strengthened by 5% (20) (1) - -
- weakened by 5% 20 1 - -
IDR/RM - strengthened by 5% 330 375 2,576 5,049
- weakened by 5% (330) (375) (2,576) (5,049)
IDR/SGD - strengthened by 5% 23 - - -
- weakened by 5% (23) - - -
SGD/IDR - strengthened by 5% - 51 - -
- weakened by 5% - (51) - -
SGD/RM - strengthened by 5% 2 (9) (26) (9)
- weakened by 5% (2) 9 26 9
RM/SGD - strengthened by 5% 7 - - -
- weakened by 5% (7) - - -
RM/IDR - strengthened by 5% 998 954 - -
- weakened by 5% (998) (954) - -

156 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

5. CAPITAL AND FINANCIAL RISK MANAGEMENT (continued)

(b) Financial risk management (continued)

(v) Market price risk

The Group is exposed to equity price risk arising from its investment in quoted equity instruments. The
quoted equity instruments in Malaysia are listed on the Bursa Malaysia and are classified as held for trading.

The sensitivity analysis of market price risk has been disclosed in Note 28 to the financial statements.

6. REVENUE

Continuing operations

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Revenue from contracts with customers:


- Sales of oil palm products 998,080 1,202,038 - -
- Sales of wood products 40,088 74,400 - -
- Revenue from supply of electricity 13,978 11,696 - -
- Sales of cocoa beans and cocoa products 7,966 5,546 - -
- Sales of timber and latex 4,271 7,112 4,067 6,770
- Revenue from supply and installation
services 1,116 4,369 - -
- Sales of ramets and laran plantlet and
plantable 1,017 838 - -
1,066,516 1,305,999 4,067 6,770

Other revenue
- Management fees - - 22,224 23,776
- Dividend income from subsidiaries,
associate and joint ventures - - 88,233 165,398
1,066,516 1,305,999 114,524 195,944

Timing of revenue recognition


- Over time 1,116 4,369 - -
- At a point in time 1,065,400 1,301,630 4,067 6,770
1,066,516 1,305,999 4,067 6,770

Annual Report 2023 157


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

6. REVENUE (continued)

Continuing operations (continued)

Disaggregation of revenue from contracts with customers has been presented in the operating segments, Note 4 to
the financial statements, which has been presented based on geographical location from which the sale transactions
originated.

(a) Sales of goods and supply of electricity

Revenue from sales of goods and supply of electricity are recognised at a point in time when the products have
been transferred or the services have been rendered to the customers and coincides with the delivery of products
and services and acceptance by customers.

There is no right of return and service-type warranty provided to the customers on the sales of products and
services rendered.

There is no significant financing component in the revenue arising from sales of products and services rendered
as the sales or services are made on the normal credit terms not exceeding twelve (12) months.

(b) Supply and installation service contracts

Revenue from supply and installation service contracts is measured at the fixed transaction price agreed under the
agreement.

Revenue from supply and installation service contracts is recognised over the period of the contract using the
input method by reference to the costs incurred for work performed to date against the estimated costs to
completion if control of the asset transfers over time.

If control of asset transfers at a point in time, revenue is recognised at a point in time when the customer obtains
control of the asset.

Significant judgement is required in determining performance obligations, transaction price allocation and costs
in applying the input method to recognise revenue over time.

The Group identifies performance obligations that are distinct and material, which are judgmental in the context
of contract. Transaction prices were determined based on estimated margins prior to its allocation to the identified
performance obligation. The Group also estimated total contract costs in applying the input method to recognise
revenue over time.

(c) Management fees

Management fees are recognised during the period in which the services are rendered.

(d) Dividend income

Dividend income is recognised when the right to receive payment is established.

158 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

7. COST OF SALES

Continuing operations

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cost of inventories sold 655,509 795,693 3,140 4,021


Supply and installation service costs 755 4,048 - -
Cost of services rendered 11,813 13,329 - -
668,077 813,070 3,140 4,021

8. INTEREST INCOME

Continuing operations

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Interest income from:


Amounts due from subsidiaries - - 16,837 30,105
Financial assets 1,064 - - -
Plasma receivables 3,147 3,237 - -
Short-term deposits 9,187 6,609 969 1,812
13,398 9,846 17,806 31,917

Interest income

Interest income is recognised on an accrual basis using the effective interest method.

9. DIVIDEND INCOME

Continuing operations

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Dividend income from:


Short term investments (unquoted in Malaysia) 1 18 1 18

Dividend income

Dividend income is recognised when the Group’s right to receive payment is established.

ANNUAL REPORT 2023 159


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

10. OTHER INCOME

Continuing operations

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Bad debts recovered 118 - - -


Fair value gain on forward currency contracts 4,115 - 4,145 -
Fair value gain on commodity future contracts 149 1,899 - -
Fair value gain on short term funds 162 10 4 3
Gain from fair value adjustment of forest
planting expenditure (Note 21) 341 - 2,613 -
Gain on disposal of:
- property, plant and equipment 446 312,007 143 393
- assets held for sale (Note 35) 27,604 84,585 - -
Gain on lease reassessments 31 169 - -
Gain on remeasurement of financial guarantees
contracts (Note 41(d)) 24 47 249 -
Insurance claims received and receivable 2,385 5,732 - -
Inventories written back (Note 29(e)) 6,375 - - -
Management fee 3,392 4,110 - -
Net gain from fair value adjustment of fresh
fruit bunches (Note 21) 432 - - -
Net gain on foreign exchange
- unrealised - 3,944 4,431 5,343
Realised gain from commodity future contracts 313 - - -
Realised gain from forward currency contracts - 1,273 - -
Rent concessions (Note 20) - 1 - 1
Rental income 1,073 1,007 2,992 3,104
Sales of scrap iron 462 910 - -
Miscellaneous 2,838 1,821 123 138
50,260 417,515 14,700 8,982

Rental income

Rental income is recognised on a straight line basis over the period of tenancy.

160 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

11. FINANCE COSTS

Continuing operations

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Interest expense on:


Amounts due to subsidiaries - - 7,093 13,625
Bank overdrafts 29 34 - -
Bankers’ acceptances 1,287 636 - -
Lease liabilities 70 187 3 3
Revolving credits 5,769 4,679 3,762 4,293
Term loans 10,853 15,944 10,852 15,944
Others 10 20 - -
18,018 21,500 21,710 33,865

Islamic financing distribution payment:


Sukuk Murabahah Medium Term Notes 2,195 6,607 - -
Buy-back premium on Medium Term Notes - 3,120 - -
Sukuk Murabahah Islamic Commercial Papers - 1,330 - -
2,195 11,057 - -

Total finance costs 20,213 32,557 21,710 33,865


Less: Interest expense capitalised in bearer
plants and forest planting expenditure (66) (180) - -
Net finance costs 20,147 32,377 21,710 33,865

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition,
construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare
the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing
costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of
interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

Interest expense capitalised under bearer plants of the Group amounted to RM56,000 (2022: RM53,000) and under
biological assets of the Group amounted to RM10,000 (2022: RM127,000) at interest rates ranging from 4.99% to 5.44%
(2022: 3.37% to 5.01%).

Annual Report 2023 161


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

12. PROFIT BEFORE TAX

Continuing operations

(a) Other than those disclosed elsewhere in the financial statements, the following items have been included in
arriving at profit before tax:

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Amortisation of biological assets 21 1,181 1,181 1,181 1,181


Auditors’ remuneration:
BDO PLT and affiliates
- statutory audits: 520 531 174 165
- non-statutory audit
- tax compliance and advisory
services:
- current year 49 40 - -
- under/(over)provision in
prior years 16 (1) - -
- other services 544 83 539 73
Other auditors
- statutory audits:
- current year 349 327 - -
- under provision in prior years 2 4 - -
Bad debts written off - 241 - -
Depreciation of property, plant
and equipment 90,255 90,725 2,214 2,310
Depreciation of right-of-use assets 9,705 10,076 61 68
Employee benefits expense 13 123,530 113,207 28,653 29,680
Fair value loss on investment
securities - 2 - 2
Fair value loss on forward currency
contracts - 3,607 - 3,267
Inventories written down 29(d) - 13,943 - -
Inventories written off 29(c) 6,798 5,578 - -
Impairment losses on:
- property, plant and
equipment 19 - 56,253 - -
- goodwill 22 7,769 211 - -
- investment in subsidiaries 23(c) - - 46,784 949

162 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

12. PROFIT BEFORE TAX (continued)

Continuing operations (continued)

(a) Other than those disclosed elsewhere in the financial statements, the following items have been included in
arriving at profit before tax (continued):

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Loss from fair value adjustment of


forest planting expenditure 21 - 37,240 - 38,189
Loss from fair value adjustment of
fresh fruit bunches 21 - 3,383 - -
Losses arising from dissolution of
subsidiaries - 341 - -
Loss on disposal of financial assets 192 - - -
Loss on remeasurement of
financial guarantee contracts 41(d) - - - 217
Net loss on foreign exchange:
- realised 1,889 29,729 2,036 30,700
- unrealised 7,080 - - -
Non-Executive Directors’
remuneration 14 4,845 5,596 1,735 1,153
Property, plant and equipment
written off 449 454 - 1
Right-of-use assets written off - 193 - 193
Realised loss on commodity future
contracts - 9,072 - -
Realised loss on forward currency
contracts 295 - - -
Rental expenses on premises 112 260 112 136

ANNUAL REPORT 2023 163


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

12. PROFIT BEFORE TAX (continued)

Continuing operations (continued)

(b) Net impairment (losses)/write back on financial assets recognised in profit or loss were as follows:

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Impairment losses on:


- trade receivables 27(a) (138) (514) - -
- other receivables 27(b) (4,206) (5,151) - -
(4,344) (5,665) - -

Write back of impairment losses on:


- trade receivables 27(a) 358 1,399 - -
- other receivables 27(b) 324 12 11 -
- amounts due from subsidiaries 27(c) - - 303 9,719
682 1,411 314 9,719

Net impairment (losses)/write


back on financial assets (3,662) (4,254) 314 9,719

13. EMPLOYEE BENEFITS EXPENSE

Continuing operations

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Wages and salaries 105,815 100,266 25,911 26,716


Contributions to defined
contribution plan 4,476 5,216 2,789 2,824
Social security contributions 9,100 8,178 172 160
Increase in liability for defined
benefit plan 5,346 1,077 - -
124,737 114,737 28,872 29,700
Less: Amount capitalised in bearer
plants 19(d) (732) (773) - -
Less: Amount capitalised in forest
planting expenditure 21(a) (475) (757) (219) (20)
123,530 113,207 28,653 29,680

Included in employee benefits expense of the Group and of the Company are Executive Directors’ remuneration
amounting to RM5,232,000 (2022: RM7,333,000) and RM5,163,000 (2022: RM6,810,000) respectively as further
disclosed in Note 14 to the financial statements.

164 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

14. DIRECTORS’ REMUNERATION

The details of remuneration received and receivable by Directors of the Company during the financial year are as
follows:

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

Executive:
Salaries and bonus 4,510 5,972 4,448 5,907
Other emoluments 722 1,361 715 903
Total Executive Directors’ remuneration
(excluding benefits-in-kind) 13 5,232 7,333 5,163 6,810
Estimated money value of benefits-in-
kind 284 422 284 422
Total Executive Directors’ remuneration
(including benefits-in-kind) 5,516 7,755 5,447 7,232

Non-Executive:
Fees 358 294 281 276
Salaries 2,730 4,149 - -
Other emoluments 1,757 1,153 1,454 877
Total Non-Executive Directors’
remuneration (excluding benefits-in-
kind) 12 4,845 5,596 1,735 1,153
Estimated money value of benefits-in-
kind 303 289 303 289
Total Non-Executive Directors’
remuneration (including benefits-in-
kind) 5,148 5,885 2,038 1,442
Total Directors’ remuneration 10,664 13,640 7,485 8,674

Annual Report 2023 165


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

14. DIRECTORS’ REMUNERATION (continued)

The number of Directors of the Company whose total remuneration during the financial year fell within the following
bands is analysed below:

Number of Directors
2023 2022

Executive Directors:
RM1,350,000 - RM1,400,000 - 1
RM1,750,000 - RM1,800,000 - 1
RM1,850,000 - RM1,900,000 1 -
RM3,600,000 - RM3,650,000 1 -
RM4,600,000 - RM4,650,000 - 1

Non-Executive Directors:
Below RM50,000 3 2
RM50,000 - RM100,000 3 3
RM150,000 - RM200,000 1 -
RM600,000 - RM650,000 - 1
RM1,000,000 - RM1,050,000 1 -
RM3,650,000 - RM3,700,000 1 -
RM4,950,000 - RM5,000,000 - 1

166 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

15. TAXATION

Continuing operations

(a) Major components of taxation

The major components of taxation for the financial years ended 31 December 2023 and 31 December 2022 are:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Statements of comprehensive income:


Current income tax:
- Malaysian income tax 3,439 7,237 - -
- Foreign tax 50,559 57,473 - -
- Real Property Gains Tax (“RPGT”) - 15,102 - -
- Withholding tax on foreign dividend
income 12,332 - 3,854 -
66,330 79,812 3,854 -

Under/(Over) provision in prior years:


- Malaysian income tax 91 (204) 17 -
- Foreign income tax (42) 451 - -
49 247 17 -

Deferred tax
- Origination and reversal of
temporary differences 3,520 (47,938) 42 (8,745)
- Under provision in prior years 2,113 183 1,918 465
5,633 (47,755) 1,960 (8,280)
Taxation recognised in profit and loss 72,012 32,304 5,831 (8,280)

Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2022: 24%) of the estimated
assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective
jurisdictions.

Annual Report 2023 167


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

15. TAXATION (continued)

Continuing operations (continued)

(b) Reconciliation between taxation and accounting profit

The reconciliation between taxation and the product of accounting profit multiplied by the applicable corporate
tax rate for the years ended 31 December 2023 and 31 December 2022 is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Profit before tax 197,837 557,297 19,669 81,711


Tax at Malaysian statutory tax rate of 24%
(2022: 24%) 47,481 133,751 4,720 19,610

Different tax rates in other countries (4,756) (10,755) - -

Tax effects in respect of:


Non-deductible expenses 13,587 24,474 19,218 19,030
Income not subject to taxation (6,388) (90,100) (23,896) (47,385)
Revenue expenditure capitalised in
biological assets (23) - - -
Share of profit of associate (2,685) (4,434) - -
Share of loss/(profit) of joint ventures 718 (7,589) - -
Effect of utilisation of previously
unrecognised tax losses and
unabsorbed allowances (65) (211) - -
Effect of different tax rate for small and
medium scale company (7) (14) - -
Effect of investment cost in subsidiaries
eligible for tax deduction - (840) - -
Crystallisation of deferred tax upon
disposal of assets held for sale - (33,651) - -
Deferred tax assets not recognised 9,656 6,141 - -
Real Property Gain Tax (“RPGT”) - 15,102 - -
Withholding tax on foreign dividend
income 12,332 - 3,854 -
Under provision of current tax expense
in prior years 49 247 17 -
Under provision of deferred tax in prior
years 2,113 183 1,918 465
Taxation recognised in profit and loss 72,012 32,304 5,831 (8,280)

The above reconciliation is prepared by aggregating separate reconciliations for each national jurisdiction.

168 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

15. TAXATION (continued)

Continuing operations (continued)

(c) Value-added tax (“VAT”)

Revenue, expenses and assets are recognised net of the amount of VAT except:

(i) Where the VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in
which case the VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item
as applicable, and

(ii) Receivables and payables that are stated with the amount of VAT included.

The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables
or payables in the consolidated statement of financial position.

(d) Tax effect on each component of other comprehensive income is as follows:

Before tax Tax effect After tax


RM’000 RM’000 RM’000

Group
At 31 December 2023
Item that may be reclassified to profit or loss in subsequent
periods:
Foreign currency translations 96,886 - 96,886
Net loss on financial assets measured at fair value through
other comprehensive income (“FVOCI”) (261) - (261)
Cumulative loss on financial assets measured at FVOCI
reclassified to profit or loss upon disposal 97 - 97
96,722 - 96,722

Item that may not be reclassified to profit or loss in


subsequent periods:
Remeasurement of net retirement benefit obligations (870) 194 (676)

At 31 December 2022
Item that may be reclassified to profit or loss in subsequent
periods:
Foreign currency translations (53,856) - (53,856)
Reclassification of exchange translation reserve to profit or
loss arising from dissolution of foreign subsidiaries 339 - 339
(53,517) - (53,517)

Item that may not be reclassified to profit or loss in


subsequent periods:
Remeasurement of net retirement benefit obligations 1,340 (263) 1,077

ANNUAL REPORT 2023 169


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

16. DISCONTINUED OPERATIONS

On 6 July 2021, the Company entered into a sale and purchase agreement with Sharikat Keratong Sdn. Bhd. for the
disposal of an oil palm estate for a total consideration of RM76,000,000.

The disposals were completed in the previous financial year.

Disposal of the only oil palm estate of the Company represented a discontinued operation as it represented a separate
major line of business of the Company. The analysis of the results of the discontinued operation was as follows:

Company
2022
Note RM’000

Revenue 2,036
Expenses (671)
Gain on disposal of assets held for sale 13,822

Profit before tax 16.1 15,187

Taxation 16.2 9,674

Profit for the financial year from discontinued operations, net of tax 24,861

16.1 Profit before tax

The following items have been included in arriving at profit before tax from discontinued operations:

Company
2022
RM’000

After charging:
Employee benefits expense 230
Inventories written-off 3
Loss on fair value adjustments of fresh fruit bunches 201
Property, plant and equipment written-off 11

(a) In the previous financial year, employee benefits expense capitalised in bearer plants amounted to RM51,000.

(b) In the previous financial year, the amount of inventories recognised as an expense in cost of sales of the
Company is RM310,000.

170 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

16. DISCONTINUED OPERATIONS (continued)

16.2 Taxation

Company
2022
RM’000

Statements of comprehensive income:


Current income tax:
- Real Property Gain Tax (“RPGT”) 2,420
2,420

Deferred tax
- Reversal of temporary differences (11,696)
- Over provision in prior year (398)
(12,094)
Taxation recognised in profit or loss (9,674)

16.3 Cash flows attributable to discontinued operations

Company
2022
RM’000

Net cash used in operating activities (840)


Net cash from investing activities 76,116
75,276

17. EARNINGS PER ORDINARY SHARE

(a) Basic

Basic earnings per ordinary share amounts are calculated by dividing profit attributable to owners of the Company
for the financial year by the weighted average number of ordinary shares outstanding during the financial year
after deducting treasury shares.

Group
2023 2022

Profit attributable to owners of the Company used in the computation of


basic or diluted earnings per share (RM’000) 95,112 456,407
Weighted average number of ordinary shares in issue (’000) 1,380,174 1,380,174
Basic earnings per ordinary share (sen) 6.89 33.07

Annual Report 2023 171


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

17. EARNINGS PER ORDINARY SHARE (continued)



(b) Diluted

Diluted earnings per ordinary share for the financial year is calculated by dividing the profit attributable to owners
of the Company for the financial year by the weighted average number of ordinary shares outstanding during the
financial year adjusted for the effects of dilutive potential ordinary shares.

There have been no other transactions involving ordinary shares or potential ordinary shares between the end of
the reporting period and the date of authorisation of these financial statements.

18. DIVIDENDS

Group and Company


2023 2022
RM’000 RM’000

Recognised during the year:


Final single-tier dividend for financial year ended 31 December 2022 of 2.5 sen
per ordinary share 34,505 -
First and final single-tier dividend for financial year ended 31 December 2021 of
3.0 sen per ordinary share - 41,406
First interim single-tier dividend for financial year ended 31 December 2022 of
8.0 sen per ordinary share - 110,414
34,505 151,820

On 22 February 2024, the Directors declared a first and final single-tier dividend of 2.5 sen per ordinary share in respect
of the financial year ended 31 December 2023. The financial statements for the current financial year do not reflect this
dividend. The dividend will be accounted for in equity as an appropriation of retained earnings in the financial year
ending 31 December 2024.

172 Annual Report 2023


19. PROPERTY, PLANT AND EQUIPMENT

Plant,
machinery Furniture, Assets
Bearer Plantation Motor and fittings and under
plants infrastructure Buildings vehicles equipment renovation construction Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2023

Carrying amount
Balance as at 1 January 2023 855,054 58,100 183,795 7,410 107,146 34,082 10,969 1,256,556
Additions 11,299 320 808 6,308 13,127 1,438 24,610 57,910
Disposals - (218) - (114) (1,462) (17) - (1,811)
Write-offs - (30) (129) (1) (214) (75) - (449)
Reclassifications - 9,938 1,141 - 16,144 - (27,223) -
Reclassified to assets held for sale - - - - - (15) - (15)
Depreciation charged for the financial year (42,105) (9,317) (12,280) (3,454) (22,071) (1,265) - (90,492)
Exchange differences 45,038 2,653 5,604 290 1,988 59 425 56,057
Balance as at 31 December 2023 869,286 61,446 178,939 10,439 114,658 34,207 8,781 1,277,756

Annual Report 2023


Financial Statements

173
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
19. PROPERTY, PLANT AND EQUIPMENT (continued)

174
Plant,
machinery Furniture, Assets
Bearer Plantation Motor and fittings and under
31 DECEMBER 2023
plants infrastructure Buildings vehicles equipment renovation construction Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2022

Annual Report 2023


Carrying amount
Balance as at 1 January 2022 1,156,826 62,874 236,542 2,594 105,401 34,033 11,942 1,610,212
Additions 10,510 2,584 624 8,438 15,837 1,110 22,570 61,673
TSH RESOURCES BERHAD 197901005269 (49548-D)

Disposals (28,953) - (51) (788) (726) (25) - (30,543)


Write-offs - (41) (91) - (300) (22) - (454)
Reclassifications - 5,213 3,481 - 14,257 264 (23,215) -
Reclassified to assets held for sale (Note 35) (187,565) (1,671) (6,571) (1) (546) (62) - (196,416)
Impairment for the financial year (17,414) - (34,040) - (4,799) - - (56,253)
NOTES TO THE FINANCIAL STATEMENTS

Depreciation charged for the financial year (44,347) (9,156) (13,281) (2,577) (20,565) (1,202) - (91,128)
Exchange differences (34,003) (1,703) (2,818) (256) (1,413) (14) (328) (40,535)
Balance as at 31 December 2022 855,054 58,100 183,795 7,410 107,146 34,082 10,969 1,256,556
Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

19. PROPERTY, PLANT AND EQUIPMENT (continued)

At 31.12.2023
Accumulated
Accumulated impairment Carrying
Cost depreciation losses amount
Group RM’000 RM’000 RM’000 RM’000

Bearer plants 1,200,975 (314,222) (17,467) 869,286


Plantation infrastructure 144,881 (83,435) - 61,446
Buildings 359,676 (146,696) (34,041) 178,939
Motor vehicles 49,480 (39,041) - 10,439
Plant, machinery and equipment 455,971 (336,514) (4,799) 114,658
Furniture, fittings and renovation 59,734 (24,506) (1,021) 34,207
Assets under construction 193,645 - (184,864) 8,781
2,464,362 (944,414) (242,192) 1,277,756

At 31.12.2022
Accumulated
Accumulated impairment Carrying
Cost depreciation losses amount
Group RM’000 RM’000 RM’000 RM’000

Bearer plants 1,129,304 (257,720) (16,530) 855,054


Plantation infrastructure 128,608 (70,508) - 58,100
Buildings 348,599 (130,764) (34,040) 183,795
Motor vehicles 45,158 (37,748) - 7,410
Plant, machinery and equipment 436,774 (324,829) (4,799) 107,146
Furniture, fittings and renovation 59,359 (24,252) (1,025) 34,082
Assets under construction 195,833 - (184,864) 10,969
2,343,635 (845,821) (241,258) 1,256,556

Annual Report 2023 175


19. PROPERTY, PLANT AND EQUIPMENT (continued)

176
Plant,
machinery Furniture, Assets
Plantation Motor and fittings and under
31 DECEMBER 2023
infrastructure Buildings vehicles equipment renovation construction Total
Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2023

Annual Report 2023


Carrying amount
Balance as at 1 January 2023 10,806 35,975 1,359 1,086 2,281 1,942 53,449
Additions - 7 - 509 102 991 1,609
TSH RESOURCES BERHAD 197901005269 (49548-D)

Depreciation charged for the


financial year (163) (1,027) (271) (347) (408) - (2,216)
Balance as at 31 December 2023 10,643 34,955 1,088 1,248 1,975 2,933 52,842

2022
NOTES TO THE FINANCIAL STATEMENTS

Carrying amount
Balance as at 1 January 2022 10,969 37,016 652 889 2,421 1,942 53,889
Additions - - 1,076 606 257 - 1,939
Disposals - - (66) (1) - - (67)
Write-offs - - - (1) - - (1)
Depreciation charged for the
financial year (163) (1,041) (303) (407) (397) - (2,311)
Balance as at 31 December 2022 10,806 35,975 1,359 1,086 2,281 1,942 53,449
Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

19. PROPERTY, PLANT AND EQUIPMENT (continued)

At 31.12.2023
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000

Plantation infrastructure 13,144 (2,501) 10,643


Buildings 51,188 (16,233) 34,955
Motor vehicles 8,935 (7,847) 1,088
Plant, machinery and equipment 14,226 (12,978) 1,248
Furniture, fittings and renovation 12,549 (10,574) 1,975
Assets under construction 2,933 - 2,933
102,975 (50,133) 52,842

At 31.12.2022
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000

Plantation infrastructure 13,144 (2,338) 10,806


Buildings 51,181 (15,206) 35,975
Motor vehicles 9,642 (8,283) 1,359
Plant, machinery and equipment 13,800 (12,714) 1,086
Furniture, fittings and renovation 12,447 (10,166) 2,281
Assets under construction 1,942 - 1,942
102,156 (48,707) 53,449

(a) All items of property, plant and equipment are initially recorded at cost. After initial recognition, property, plant
and equipment are stated at cost less any accumulated depreciation and any accumulated impairment losses.

(b) Bearer plants are living plants that are used in the production or supply of agriculture produce for more than one
period and have remote likelihood of being sold as agriculture produce, except for incidental scrap sales. The
bearer plants that are available for use are measured at cost less accumulated depreciation and any accumulated
impairment losses. Cost includes plantation expenditure, which represents the total cost incurred from land
clearing to the point of harvesting. The mature bearer plants are depreciated over their estimated useful lives of
twenty-two (22) to twenty-five (25) years on a straight-line basis. The immature bearer plants are not depreciated
until such time when they are available for use.

Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of
each asset to its residual value over the estimated useful life, at the following annual rates:

Plantation infrastructure 4%
Buildings 2%
Motor vehicles 10% to 20%
Plant, machinery and equipment 5% to 33%
Furniture, fittings and renovation 5% to 10%

Assets under construction are stated at cost and not depreciated as the assets are not yet available for use.

Annual Report 2023 177


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

19. PROPERTY, PLANT AND EQUIPMENT (continued)

(c) Depreciation capitalised under bearer plants and biological assets during the financial year was as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Property, plant and equipment


Bearer plants (Note 19(d)) 230 304 - -
Biological assets
Forest planting expenditure (Note 21(a)) 7 99 2 1

(d) Included in bearer plants during the financial year are:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Depreciation of property, plant and


equipment (Note 19(c)) 230 304 - -
Depreciation of right-of-use assets
(Note 20(d)) 270 317 - -
Interest expense (Note 11) 56 53 - -
Employee benefits expense (Note 13) 732 773 - -

(e) Management estimates the useful lives of plant and machinery to be between 3 to 20 years. These are common
life expectancies applied in the palm oil and woods industries. Changes in the expected level of usage and
technological development could impact the economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised.

Sensitivity analysis for depreciation rate

Profit net of tax


Group
2023 2022
RM’000 RM’000

Depreciation rate
- increased by 10% (2,207) (2,057)
- decreased by 10% 2,207 2,057

(f) The Group assessed whether there were any indicators of impairment of property, plant and equipment during
the financial year. In doing this, management considered the current environment and performance of the Cash
Generating Units (“CGUs”). Management considered the losses in certain subsidiaries in the current financial year
as impairment indicators.

178 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

19. PROPERTY, PLANT AND EQUIPMENT (continued)

(f) (continued)

A CGU’s recoverable amount is based on value-in-use. Management has made estimates about the future results
and key assumptions applied to cash flow projections of the CGUs. These key assumptions are applied to cash
flow projections of the CGUs and include forecast growth in future revenue, as well as determining an appropriate
pre-tax discount rate, after taking into consideration the effects of increasing OPR in Malaysia and interest rate in
Indonesia, where applicable, to the CGU.

The disclosures of the key inputs and assumptions are set out as follows:

(i) The CPO price and pre-tax discount rate applied to the cash flow projections are as follows:

2023 2022

CPO price (RM/MT) 3,800 3,800


Pre-tax discount rates (%) 10.00 - 13.00 10.00 - 13.00

(ii) The calculations of value-in-use for the CGU are most sensitive to the following assumptions:

CPO price - CPO price is based on average historical prices in the previous financial year immediately before
the budgeted period.

FFB yields - FFB yields are based on the average yields achieved in the previous financial year immediately
before the budgeted period.

Pre-tax discount rates - Discount rates reflect the current market assessment of the risks specific to each CGU
after taking into consideration the effects of increasing OPR in Malaysia and interest rate in Indonesia, where
applicable.

In the previous financial year, the Group had determined that the recoverable amount of the bearer plant in
respect of a loss making subsidiary in Indonesia was lower than its carrying amount. Accordingly, impairment loss
amounted to RM17,414,000 had been recognised within other expenses in the Statements of Comprehensive
Income.

Sensitivity to changes in assumptions

With regards to the assessment of value-in-use, the management is not aware of any reasonably possible change
in the above key assumptions that would cause the carrying amounts of the CGUs to materially exceed their
recoverable amounts.

(g) In the previous financial year, the Group had determined that the recoverable amounts of certain plant, machinery
and equipment and buildings in relation to others segment of the Group were lower than their carrying amounts
mainly due to cessation of an operation engaged in hiring business. Accordingly, impairment losses amounted to
RM34,040,000 on buildings and RM4,799,000 on plant, machinery and equipment had been recognised within
other expenses in the Statements of Comprehensive Income.

(h) During the current financial year, the Company disposed equipment and motor vehicle with carrying amounts of
RM6 and RM2 respectively to its subsidiaries for a total consideration of RM17,507.

(i) During the current financial year, the Company disposed equipment and motor vehicle with carrying amounts of
RM2 and RM1 respectively to its related parties for a total consideration of RM45,002.

ANNUAL REPORT 2023 179


20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

180
The Group and the Company as lessee

Right-of-use assets 31 DECEMBER 2023

Long term Land Short term


leasehold use leasehold
land rights land Equipment Buildings Total

Annual Report 2023


Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2023

Carrying amount
TSH RESOURCES BERHAD 197901005269 (49548-D)

At 1 January 2023 84,874 168,307 710 97 1,094 255,082


Additions - 4,631 208 - 60 4,899
Depreciation charged for the financial year (1,578) (7,713) (147) (23) (534) (9,995)
Reclassified to assets held for sale - (3,765) - - - (3,765)
Exchange differences - 7,314 - - 31 7,345
NOTES TO THE FINANCIAL STATEMENTS

Reassessments - - (93) - (38) (131)


At 31 December 2023 83,296 168,774 678 74 613 253,435
20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

Right-of-use assets (continued)

Long term Land Short term


leasehold use leasehold Motor
land rights land Equipment Buildings vehicle Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

2022

Carrying amount
At 1 January 2022 86,647 198,293 499 88 3,322 32 288,881
Additions - 20,586 369 - 592 - 21,547
Disposals - (28,948) - - - - (28,948)
Write-offs (193) - - - - - (193)
Depreciation charged for the
financial year (1,580) (7,728) (139) (26) (902) (32) (10,407)
Reclassified to assets held for
sale (Note 35) - (9,094) - - - - (9,094)
Exchange differences - (4,802) - - 13 - (4,789)
Reassessments - - (19) 35 (1,931) - (1,915)
At 31 December 2022 84,874 168,307 710 97 1,094 - 255,082

Annual Report 2023


Financial Statements

181
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

Right-of-use assets (continued)

At 31.12.2023
Accumulated Carrying
Cost depreciation amount
Group RM’000 RM’000 RM’000

Long term leasehold land 99,818 (16,522) 83,296


Land use rights 272,609 (103,835) 168,774
Short term leasehold land 712 (34) 678
Equipment 238 (164) 74
Buildings 3,324 (2,711) 613
Motor vehicle 176 (176) -
376,877 (123,442) 253,435

At 31.12.2022
Accumulated Carrying
Cost depreciation amount
Group RM’000 RM’000 RM’000

Long term leasehold land 99,818 (14,944) 84,874


Land use rights 262,209 (93,902) 168,307
Short term leasehold land 826 (116) 710
Equipment 238 (141) 97
Buildings 3,285 (2,191) 1,094
Motor vehicle 176 (176) -
366,552 (111,470) 255,082

Long term
leasehold
land Equipment Total
Company RM’000 RM’000 RM’000

2023

Carrying amount
At 1 January 2023 8,234 76 8,310
Depreciation charged for the financial year (38) (23) (61)
At 31 December 2023 8,196 53 8,249

182 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

Right-of-use assets (continued)

Long term
leasehold
land Equipment Total
Company RM’000 RM’000 RM’000

2022

Carrying amount
At 1 January 2022 8,468 68 8,536
Lease reassessment - 35 35
Write-offs (193) - (193)
Depreciation charged for the financial year (41) (27) (68)
At 31 December 2022 8,234 76 8,310

At 31.12.2023
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000

Long term leasehold land 8,872 (676) 8,196


Equipment 202 (149) 53
9,074 (825) 8,249

At 31.12.2022
Accumulated Carrying
Cost depreciation amount
Company RM’000 RM’000 RM’000

Long term leasehold land 8,872 (638) 8,234


Equipment 202 (126) 76
9,074 (764) 8,310

Annual Report 2023 183


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

Lease liabilities

Short term
leasehold Motor
land Equipment Buildings vehicle Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

2023

Carrying amount
At 1 January 2023 1,175 78 682 - 1,935
Additions 209 - - - 209
Lease payments (198) (26) (495) - (719)
Interest expense 44 3 23 - 70
Reassessments (124) - (38) - (162)
Exchange difference - - 42 - 42
At 31 December 2023 1,106 55 214 - 1,375

2022

Carrying amount
At 1 January 2022 982 70 3,037 38 4,127
Additions 369 - 548 - 917
Lease payments (194) (29) (960) (39) (1,222)
Interest expense 45 3 138 1 187
Reassessments (27) 35 (2,092) - (2,084)
Rent concessions - (1) - - (1)
Exchange difference - - 11 - 11
At 31 December 2022 1,175 78 682 - 1,935

Equipment
Company RM’000

2023

Carrying amount
At 1 January 2023 78
Lease payments (26)
Interest expense 3
At 31 December 2023 55

184 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

Lease liabilities (continued)

Equipment
Company RM’000

2022

Carrying amount
At 1 January 2022 70
Lease payments (29)
Interest expense 3
Reassessment 35
Rent concessions (1)
At 31 December 2022 78

Represented by:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Non-current liabilities 955 1,320 32 56


Current liabilities 420 615 23 22
Total lease liabilities 1,375 1,935 55 78

Lease liabilities owing to non-financial


institutions 1,375 1,935 55 78
1,375 1,935 55 78

(a) The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities
adjusted for any lease payments made at or before the commencement date of the leases.

After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and accumulated
impairment losses, if any, and adjusted for any re-measurement of the lease liabilities.

The right-of-use assets are depreciated on the straight-line basis over the earlier of the estimated useful lives of
the right-of-use assets or the end of the lease term. The principal depreciation periods are as follows:

Long term leasehold land over the remaining lease period from 33 to 907 years
Land use rights over the lease period from 20 to 30 years
Short term leasehold land over the lease period from 4 to 20 years
Equipment over the lease period from 2 to 6 years
Buildings over the lease period from 2 to 5 years
Motor vehicle over the lease period of 5 years

Annual Report 2023 185


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

(b) Included in land use rights of the Group are prepayments amounting to RM36,016,000 (2022: RM34,083,000),
which the Group has yet to obtain the titles to use the rights as at the end of the reporting period.

(c) The Group and the Company have certain leases of machineries with lease term of 12 months or less, and low
value leases of office equipment of RM5,000 and below. The Group and the Company apply the “short-term
lease” and “lease of low-value assets” exemptions for these leases.

(d) Depreciation capitalised under bearer plants and biological assets during the financial year is as follows:

Group
2023 2022
RM’000 RM’000

Property, plant and equipment


Bearer plants (Note 19(d)) 270 317

Biological assets
Forest planting expenditure (Note 21(a)) 20 14

(e) The following are the amounts recognised in profit or loss:

Group
2023 2022
RM’000 RM’000

Depreciation charge of right-of-use assets (included in cost of sales and


administrative expenses) 9,705 10,076
Interest expense on lease liabilities (included in finance costs) 70 187
Expense relating to short-term leases (included in administration expenses) 112 260
Rent concessions - (1)
9,887 10,522

Company
2023 2022
RM’000 RM’000

Depreciation charge of right-of-use assets (included in cost of sales and


administrative expenses) 61 68
Interest expense on lease liabilities (included in finance costs) 3 3
Expense relating to short-term leases (included in administration expenses) 112 136
Rent concessions - (1)
176 206

(f) During the financial year, the Group and the Company had total cash outflows for leases of RM831,000 (2022:
RM1,482,000) and RM138,000 (2022: RM165,000) respectively.

186 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

(g) The following table sets out the carrying amounts, the weighted average incremental borrowing rates and the
remaining maturities of the lease liabilities of the Group and the Company:

Weighted
average
incremental
borrowing Two to
rate per Within One to five More than
annum one year two years years five years Total
Group % RM’000 RM’000 RM’000 RM’000 RM’000

31 December 2023
Lease liabilities
Fixed rates 3.51% - 5.58% 420 291 274 390 1,375

31 December 2022
Lease liabilities
Fixed rates 2.35% - 5.58% 615 394 440 486 1,935

Weighted
average
incremental
borrowing Two to
rate per Within One to five More than
annum one year two years years five years Total
Company % RM’000 RM’000 RM’000 RM’000 RM’000

31 December 2023
Lease liabilities
Fixed rate 3.90% 23 20 12 - 55

31 December 2022
Lease liabilities
Fixed rate 3.92% 22 24 32 - 78

(h) Sensitivity analysis for lease liabilities as at the end of the reporting period is not presented as fixed rate instruments
are not affected by change in interest rate.

ANNUAL REPORT 2023 187


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessee (continued)

(i) The table below summarises the maturity profile of the lease liabilities of the Group and the Company at the end
of the reporting period based on contractual undiscounted repayment obligations as follows:

On demand
or within One to More than
one year five years five years Total
RM’000 RM’000 RM’000 RM’000

Group
31 December 2023
Lease liabilities 472 676 445 1,593

31 December 2022
Lease liabilities 700 977 564 2,241

Company
31 December 2023
Lease liabilities 26 33 - 59

31 December 2022
Lease liabilities 25 59 - 84

(j) Reconciliation of liabilities arising from financing activities

Reconciliation of liabilities from financing activities to the statements of financial position and statements of cash
flows are as follows:

Lease liabilities
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

At 1 January 1,935 4,127 78 70


Additions 209 917 - -
Cash flows
- Payments of lease liabilities (649) (1,035) (23) (26)
- Payments of lease interest (70) (187) (3) (3)
Non-cash flows
- Interest expense 70 187 3 3
- Reassessments (162) (2,084) - 35
- Rent concessions - (1) - (1)
- Exchange differences 42 11 - -
At 31 December 1,375 1,935 55 78

188 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

20. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (continued)

The Group and the Company as lessor

The Group and the Company have entered into non-cancellable lease agreements on certain properties, mainly for own
use, for terms of between one (1) to four (4) years and renewable at the end of the lease period subject to an increase
clause.

The Group and the Company have aggregate future minimum lease receivable as at the end of each reporting period
as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Not later than 1 year 569 836 475 805


Later than 1 year but not later than 2 years 298 497 212 497
Later than 2 years but not later than 3 years 265 138 185 138
Later than 3 years but not later than 4 years 72 62 62 62
1,204 1,533 934 1,502

Annual Report 2023 189


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

21. BIOLOGICAL ASSETS

Forest Forest
planting planting
expenditure expenditure
(At fair value) (At cost) Total
Group RM’000 RM’000 RM’000

Non-current assets
At cost/valuation

At 1 January 2023 276,278 95,650 371,928


Additions during the financial year 2,001 - 2,001
Gain from fair value adjustment (Note 10) 341 - 341
At 31 December 2023 278,620 95,650 374,270

At 1 January 2022 311,017 95,650 406,667


Additions during the financial year 2,501 - 2,501
Loss from fair value adjustment (Note 12) (37,240) - (37,240)
At 31 December 2022 276,278 95,650 371,928

Accumulated amortisation
At 1 January 2023 - (7,086) (7,086)
Amortisation for the year:
Recognised in profit or loss (Note 12) - (1,181) (1,181)
At 31 December 2023 - (8,267) (8,267)

At 1 January 2022 - (5,905) (5,905)


Amortisation for the year:
Recognised in profit or loss (Note 12) - (1,181) (1,181)
At 31 December 2022 - (7,086) (7,086)

Net carrying amount:


At cost/valuation
At 31 December 2023 278,620 87,383 366,003
At 31 December 2022 276,278 88,564 364,842

190 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

21. BIOLOGICAL ASSETS (continued)

Forest Forest
planting planting
expenditure expenditure
(At fair value) (At cost) Total
Company RM’000 RM’000 RM’000

Non-current assets
At cost/valuation

At 1 January 2023 183,310 95,650 278,960


Additions during the financial year 1,200 - 1,200
Gain from fair value adjustment (Note 10) 2,613 - 2,613
At 31 December 2023 187,123 95,650 282,773

At 1 January 2022 220,881 95,650 316,531


Additions during the financial year 618 - 618
Loss from fair value adjustment (Note 12) (38,189) - (38,189)
At 31 December 2022 183,310 95,650 278,960

Accumulated amortisation
At 1 January 2023 - (7,086) (7,086)
Amortisation for the year:
Recognised in profit or loss (Note 12) - (1,181) (1,181)
At 31 December 2023 - (8,267) (8,267)

At 1 January 2022 - (5,905) (5,905)


Amortisation for the year:
Recognised in profit or loss (Note 12) - (1,181) (1,181)
At 31 December 2022 - (7,086) (7,086)

Net carrying amount:


At cost/valuation
At 31 December 2023 187,123 87,383 274,506
At 31 December 2022 183,310 88,564 271,874

Annual Report 2023 191


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

21. BIOLOGICAL ASSETS (continued)

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Current assets
At fair value

Fresh fruit bunches


At beginning of financial year 13,531 17,346 - 201
Changes in fair value less costs to sell 432 (3,383) - (201)
Exchange differences 734 (432) - -
At end of financial year 14,697 13,531 - -

The nature and purpose of each category of biological assets are as follows:

(a) Forest planting expenditure

(i) Forest planting expenditure represents Industrial Timber Plantation expenses incurred on the development
of the Group’s Sustainable Forest Management Project under a Sustainable Forest Management License
Agreement (“SMFLA”) with the State Government of Sabah, in respect of a long term concession for 95,000
hectares of timber land under Forest Management Unit at Ulu Tungud, Sabah. The SMFLA area comprises
Industrial Timber Plantation area, Conservation area and Natural Forest Management area.

The biological assets within Industrial Timber Plantation area is carried at its fair value with changes in fair
value recognised in profit or loss. During the current financial year, the Group had carried out a valuation
exercise to reflect the fair value of the Group’s forest planting expenditure within the Industrial Timber
Plantation area. CH Williams Talhar & Wong conducted the latest valuation exercise with a valuation report
for the valuation as at 31 December 2023.

Areas beyond the Industrial Timber Plantation are either protected or have limited permitted use for
commercial timber harvesting, as such, the direct and related cost incurred and capitalised under biological
assets within these areas will be amortised over the remaining concession period of 74 years as the fair value
of such areas cannot be reliably measured without undue cost or effort.

(ii) The methods and assumptions used by management to determine fair values are as follows:

Investment method is adopted to value forest planting expenditure within the Industrial Timber Plantation
area. For rubber, the annual income from latex is estimated based on yield and long term average price of
the crop. Thereafter, the cost of production is deducted and the net income is derived. In the final year, the
value of rubberwood that could be harvested from the old rubber trees to be felled before replanting is
added. The whole income flow from latex and from the rubberwood in the last year is then capitalised using
the net present value, discounted at the appropriate rate of return for the remaining cropping life of the
rubber trees to obtain the value of the present crops.

For the other plantation trees, the present tree crop is valued as profits from timber extraction and sales obtained
by deducting the production costs from sales revenue. This is discounted at the appropriate rate of return to
obtain the value of the present tree crop. For both the rubber and the other plantation trees, the scrub value
(infrastructure value only, and excluding land cost) to which the land reverts at the end of the economic life of the
cultivations, deferred (discounted) for the period is then added to the value of the present crops. The fair value is
derived from deducting the value of the infrastructures from the market value of the trees.

192 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

21. BIOLOGICAL ASSETS (continued)

(a) Forest planting expenditure (continued)

(ii) The methods and assumptions used by management to determine fair values are as follows (continued):

Inter-relationship
Valuation Significant between key
technique unobservable unobservable inputs
Biological assets used inputs Range and fair value

Forest planting Investment (a) Discount rate 2023: 10% - 15% The higher the
expenditure within method (2022: 10% - 15%) discount rate, the
the Industrial Timber lower the fair value.
Plantation area (b) Estimated yield 2023: 675 - 1,940 The higher the yield
- rubber (kg/Ha) (2022: 750 - 1,960) rate, the higher the
- wood/timber 2023: 108 - 200 fair value.
(M3/Ha) (2022: 108 - 144)
(c) Estimated price 2023: 6.50 The higher the price,
- rubber (RM/KG) (2022: 6.50) the higher the fair
- wood/timber 2023: 350 - 425 value.
(RM/M3) (2022: 350 - 425)

(iii) Included in forest planting expenditure incurred during the financial year are:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Depreciation of property, plant


plant and equipment (Note 19(c)) 7 99 2 1
Depreciation of right-of-use assets
(Note 20(d)) 20 14 - -
Interest expense (Note 11) 10 127 - -
Employee benefits expense
(Note 13) 475 757 219 20

(iv) The fair value of forest planting expenditure of the Group and of the Company is categorised as Level 3 in
the fair value hierarchy. There is no transfer between levels in the fair value hierarchy during the financial
year.

(b) Fresh Fruit Bunches (“FFB”) prior to harvest

(i) The valuation model adopted by the Group and the Company considers the present value of the net cash
flows expected to be generated from the sales of FFB. To arrive at the fair value, the management has
considered the oil content of the unripe FFB and derived the assumption that the net cash flows to be
generated from FFB prior to more than 15 days to harvest is negligible, therefore quantity of unripe FFB
on bearer plant of up to 15 days prior to harvest was used for valuation purpose. The value of the unripe
FFB was estimated to be approximately 80% of the ripe FFB, based on actual oil extraction rate and kernel
extraction rate of the unripe FFB from the laboratory tests. Costs to sell include harvesting cost, transport
and windfall profit levy.

ANNUAL REPORT 2023 193


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

21. BIOLOGICAL ASSETS (continued)

(b) Fresh Fruit Bunches (“FFB”) prior to harvest (continued)

(ii) During the financial year, the Group and the Company harvested approximately 905,000 tonnes and nil
tonnes (2022: 924,000 tonnes and 2,000 tonnes) respectively of FFB.

(iii) The fair value measurement of the Group’s biological assets are categorised within Level 3 of the fair value
hierarchy. If the FFB selling price changes by 10%, fair value gain/loss for the Group would have equally
increased or decreased by approximately RM2,317,000 (2022: RM2,117,000).

There were no transfers between all three (3) levels of the fair value hierarchy during the financial year.

22. INTANGIBLE ASSETS

Goodwill

Group RM’000

Cost:
At 1 January 2022 56,147
Exchange differences (1,086)
At 31 December 2022 and 1 January 2023 55,061
Exchange differences 1,738
At 31 December 2023 56,799

Accumulated impairment:
At 1 January 2022 (4,500)
Impairment during the financial year (211)
At 31 December 2022 and 1 January 2023 (4,711)
Impairment during the financial year (7,769)
At 31 December 2023 (12,480)

Net carrying amount


At 31 December 2023 44,319
At 31 December 2022 50,350

Impairment tests for goodwill

The carrying amounts of goodwill allocated to each CGU are as follows:

Group
2023 2022
RM’000 RM’000

Segments:
Palm products 44,319 45,792
Others - 4,558
44,319 50,350

194 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

22. INTANGIBLE ASSETS (continued)

Goodwill (continued)

Impairment tests for goodwill (continued)

The recoverable amounts of the CGU have been determined based on value-in-use calculations using cash flow
projections from financial budgets approved by management covering a five-year period. For palm product companies,
cash flows projections are extrapolated to a period of up to twenty-three (23) years, which would cover the major life
cycle of oil palm trees. Whilst for other companies, cash flows projections are extrapolated to the average economic
useful lives of the assets.

Growth rate for the plantation segment are determined based on the management’s estimate of commodity prices, FFB
yields, oil extraction rates and also cost of productions whilst growth rates of other segments are determined based on
the industry trends and past performances of the segments, after taking into consideration the effects of increasing OPR
in Malaysia and interest rate in Indonesia, where applicable.

The key assumptions applied to the cash flow projections are as follows:

2023 2022

CPO price (RM/MT) 3,800 3,800


Pre-tax discount rates (%) 10.00 - 13.00 10.00 - 13.00

The calculations of value-in-use for the CGU are most sensitive to the following assumptions:

Palm products segment:

CPO price - CPO price is based on average historical price in the previous financial year immediately before the
budgeted period.

FFB yields - FFB yields are based on the average yields achieved in the previous financial year immediately before the
budgeted period.

Pre-tax discount rates - Discount rates reflect the current market assessment of the risks specific to each CGU after
taking into consideration the effects of increasing OPR in Malaysia and interest rate in Indonesia, where applicable.

Others segment:

Budgeted gross profit margins - Gross profit margins are based on historical profit margin achieved. These are increased
over the budget period for anticipated efficiency improvements.

Pre-tax discount rates - Discount rates reflect the current market assessment of the risks specific to each CGU after
taking into consideration the effects of increasing OPR in Malaysia.

Impairment losses on goodwill amounting to RM7,769,000 (2022: RM211,000) have been recognised within other
expenses in the Statements of Comprehensive Income during the financial year.

Sensitivity to changes in assumptions

With regard to the assessment of value-in-use, the management is not aware of any reasonably possible change in
the above key assumptions that would cause the carrying amounts of the CGUs to materially exceed their recoverable
amounts.

ANNUAL REPORT 2023 195


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES

Company
2023 2022
RM’000 RM’000

Unquoted shares, at cost:


In Malaysia 236,986 236,841
Outside Malaysia 39,311 39,252
276,297 276,093
ESOS granted to employees of subsidiaries 2,446 2,446
Non-cumulative redeemable convertible preference shares 447,693 538,863
726,436 817,402
Less: Impairment losses (49,742) (9,072)
676,694 808,330

(a) In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less
impairment losses. The Group elects on a transaction-by-transaction basis whether to measure the non-controlling
interests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.

(b) Management has made estimates about the future results and key assumptions applied to cash flow projections
of subsidiaries in determining their recoverable amounts using the value-in-use model. These key assumptions
include forecast growth in future revenue, as well as determining an appropriate pre-tax discount rate.

The disclosures of the key assumptions are similar to the impairment assessment on the intangible assets, which
have been set out in Note 22 to the financial statements.

(c) Impairment losses on investments in subsidiaries amounting to RM46,784,000 (2022: RM949,000) have been
recognised within other expenses in the Statement of Comprehensive Income during the financial year in respect
of certain subsidiaries due to continuous losses making of these subsidiaries. The net carrying amounts of
investments in these subsidiaries amounted to RM13,356,000 (2022: RM11,379,000) as at 31 December 2023.

(d) During the financial year, the Company:

(i) subscribed for an additional 390,000 ordinary shares in certain subsidiaries for a total subscription
consideration of RM767,000. The consideration for the subscriptions amounted to RM345,000 was satisfied
by cash and remaining balace of RM422,000 was satisfied by way of contra against amount due from a
subsidiary.

(ii) subscribed for an additional 52,040,000 non-cumulative redeemable convertible preference shares in certain
subsidiaries for a total subscription consideration of RM37,424,000 by cash.

(iii) redeemed 93,335,000 non-cumulative redeemable convertible preference shares in certain subsidiaries
at the total redemption amount of RM122,575,000. The consideration for the redemptions amounted to
RM77,982,000 was satisfied by cash and remaining balance of RM44,593,000 was satisfied by way of contra
against amount due to certain subsidiaries.

196 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(d) During the financial year, the Company (continued):

(iv) received distribution for return of capital of RM468,000 from PT Sejahtera Aman Sejati, the direct subsidiary
of the Company which is under winding up process. The members’ voluntary winding up of the subsidiary
did not have any material impact on the financial statements of the Company.

(v) struck off Polar Vertix Sdn. Bhd. which was the direct subsidiary of the Company from the register of
Companies Commission of Malaysia upon the application by the Company. The strike-off of the subsidiary
did not have any material impact on the financial statements of the Company.

(e) In the previous financial year, the Company:

(i) subscribed for an additional 1,984,500 non-cumulative redeemable convertible preference shares in
GlobeFlex Advisory Sdn. Bhd. for a total subscription consideration of RM1,984,500 by cash.

(ii) redeemed 78,428,000 non-cumulative redeemable convertible preference shares in TSH Logistics Sdn. Bhd.
at the total redemption amount of RM78,428,000 by cash.

(iii) struck off TSH Sukuk Ijarah Sdn. Bhd. which was the direct subsidiary of the Company from the register of
Companies Commission of Malaysia upon the application by the Company. The strike-off of the subsidiary
did not have any material impact on the financial statements of the Company.

(f) The details of the subsidiaries are as follows:

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held by the Company:

TSH Plantation Sdn. Bhd. i Malaysia Operation of palm oil 100 100 - -
mills and investment
holding

CocoaHouse Industries Malaysia Dormant 100 100 - -


Sdn. Bhd. i

CocoaHouse Sdn. Bhd. i Malaysia Manufacture and sale of 100 100 - -


cocoa products and
investment holding

Ekowood International Malaysia Manufacture and sale 100 100 - -


Berhad i of downstream wood
products

Annual Report 2023 197


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The details of the subsidiaries are as follows (continued):

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held by the Company


(continued):

TSH Bio-Gas Sdn. Bhd. i Malaysia Operation of biogas 100 100 - -


power plant

LKSK Sdn. Bhd. i Malaysia Oil palm plantations 51 51 49 49

Tan Soon Hong Holdings Malaysia Oil palm plantations 100 100 - -
Sdn. Bhd. i and investment
holding

TSH Bio-Energy Sdn. Bhd. i Malaysia Operation of a power 100 100 - -


plant

TSH Timber Industries Malaysia Dormant 100 100 - -


Sdn. Bhd. ii

POME Energy Sdn. Bhd. i Malaysia Dormant 100 100 - -

Landquest Sdn. Bhd. i Malaysia Oil palm plantations 56.68 56.68 43.32 43.32

TSH Sumbar Group Seychelles Investment holding 100 100 - -


Limited iii

PT Aramico Komoditi ii/iii Indonesia Dormant 74.42 74.42 25.58 25.58

TSH Logistics Sdn. Bhd. i Malaysia Investment holding 100 100 - -

Polar Vertix Sdn. Bhd. iv Malaysia Dormant - 100 - -

TSH Oversea Pte. Ltd. iii Singapore Investment holding 100 100 - -

TSH Global Plantation Singapore Investment holding 100 100 - -


Pte. Ltd. iii

198 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The details of the subsidiaries are as follows (continued):

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held by the Company


(continued):

TSH Mitra Capital Pte. Ltd. iii Singapore Investment holding 100 100 - -

GlobeFlex Advisory Malaysia Investment holding 100 100 - -


Sdn. Bhd. i

Halaman Semesta Sdn. Bhd. i Malaysia Investment holding 100 100 - -

Bagan Agresif Sdn. Bhd. i Malaysia Investment holding 100 100 - -

Casa Logistic Sdn. Bhd. i Malaysia Investment holding 100 100 - -

Rinukut Sdn. Bhd. i Malaysia Investment holding 100 100 - -

TSH Sukuk Capital Sdn. Bhd. i Malaysia Dormant 100 100 - -

TSH Sukuk Murabahah Malaysia Undertake of Islamic 100 100 - -


Sdn. Bhd. i Securities transactions

Icon Field Ventures Malaysia Investment holding 100 100 - -


Sdn. Bhd. i

TSH Agri Pte. Ltd. iii Singapore Management services 100 100 - -
and trading of goods

PT Sejahtera Aman Sejati ii/ iii Indonesia Dormant 65 65 35 35

Held through Ekowood


International Berhad

Ekowood Iberica, S.L. iv Spain Dormant - 99.96 - 0.04

Ekowood Malaysia Malaysia Supply and installation 100 100 - -


Sdn. Bhd. i of timber flooring

Annual Report 2023 199


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The details of the subsidiaries are as follows (continued):

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held through Ekowood


International Berhad
(continued):

EkoLoc System Sdn. Bhd. i Malaysia Sub-licensing of strip 100 100 - -


lock system

Ekowood (USA) Inc. iv United States Trading of wood - 100 - -


of America products

Held through TSH


Plantation Sdn. Bhd.

TSH Plantation Management Malaysia Operation of a palm oil 100 100 - -


Sdn. Bhd. i mill

TSH Biotech Sdn. Bhd. i Malaysia Production and supply 100 100 - -
of tree plantlets and
plantables grown
through tissue culture
process

TSH Forest Plantation Malaysia Forest plantation 100 100 - -


Sdn. Bhd. i

Held through CocoaHouse


Sdn. Bhd.

PT Sinar Bersatu iv Indonesia Dormant - 99 - 1

Afromal Cocoa Limited ii/iii Ghana Dormant 100 100 - -

Held through Tan Soon


Hong Holdings Sdn. Bhd.

TSH Palm Products Malaysia Investment holding 100 100 - -


Sdn. Bhd. i

200 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The details of the subsidiaries are as follows (continued):

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held through TSH Palm


Products Sdn. Bhd.

Eko Pulp & Paper Sdn. Bhd. i Malaysia Dormant 100 100 - -

Held through TSH Sumbar


Group Limited

PT Andalas Agro Industri iii/v Indonesia Operation of a palm oil 70 70 30 30


mill and investment
holding

PT Andalas Wahana Indonesia Oil palm plantations 70 70 30 30


Berjaya iii/v and operation of a
palm oil mill

Held through TSH Oversea


Pte. Ltd.

PT Sarana Prima Multi Indonesia Oil palm plantations 90 90 10 10


Niaga iii and operation of a
palm oil mill

PT Teguh Swakarsa Indonesia Oil palm plantations 90 90 10 10


Sejahtera iii

Held through PT Andalas


Agro Industri

PT Laras Internusa iii Indonesia Oil palm plantations 69.77 69.77 30.23 30.23

Held through TSH Global


Plantation Pte. Ltd.

PT Farinda Bersaudara iii Indonesia Oil palm plantations 90 90 10 10


and operation of a
palm oil mill

Annual Report 2023 201


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The details of the subsidiaries are as follows (continued):

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held through TSH Mitra


Capital Pte. Ltd.

PT Mitra Jaya Cemerlang iii Indonesia Oil palm plantations 90 90 10 10

Held through GlobeFlex


Advisory Sdn. Bhd.

PT Karya Unggulan Indonesia Provision of management 90 90 10 10


Cemerlang iii services

Held through TSH Logistics


Sdn. Bhd.

PT Bulungan Citra Agro Indonesia Oil palm plantations 90 90 10 10


Persada iii

Held through Halaman


Semesta Sdn. Bhd.

PT Munte Waniq Jaya Indonesia Oil palm plantations 90 90 10 10


Perkasa iii

Held through Bagan Agresif


Sdn. Bhd.

PT Andalas Wahana Sukses iii Indonesia Oil palm plantations 90 90 10 10

Held through Casa Logistic


Sdn. Bhd.

PT Perkebunan Sentawar Indonesia Oil palm plantations 90 90 10 10


Membangun iii

202 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

23. INVESTMENTS IN SUBSIDIARIES (continued)

(f) The details of the subsidiaries are as follows (continued):

% of effective % of ownership
Principal ownership held by non-
place of interest held controlling
business/ by the Group interest
Country of 2023 2022 2023 2022
Name of subsidiaries incorporation Principal activities % % % %

Held through Rinukut


Sdn. Bhd.

RT Plantations Sdn. Bhd. i Malaysia Oil palm plantations 60 60 40 40

Held through Icon Field


Ventures Sdn. Bhd.

PT Prima Usaha Sukses iii Indonesia Oil palm plantations 90 90 10 10

i
Audited by BDO PLT, Malaysia.
ii
These subsidiaries were placed under members’ voluntary winding-up/strike off.
iii
Not audited by BDO PLT or member firms of BDO International.
iv
Struck off and did not have any material effect to the financial performance.
v
On 19 May 2023, the subsidiaries of TSH Sumbar Group Limited, namely PT Andalas Wahana Berjaya and
PT Andalas Agro Industri, allocated a total of 9,000,000 Type B redeemable preference shares to Garibaldi
Thohir, a non-controlling interest of these subsidiaries, at a total issue price of IDR9,000,000,000 (equivalent
to approximately RM2,736,000), satisfied by cash.

ANNUAL REPORT 2023 203


23. INVESTMENTS IN SUBSIDIARIES (continued)

204
(g) Material partly-owned subsidiaries

Summarised financial information of partly-owned subsidiaries, which have non-controlling interests that are material to the Group is set out below. The 31 DECEMBER 2023
summarised financial information presented below is the amount before inter-company elimination. The non-controlling interests (“NCI”) in respect of
other subsidiaries is not material to the Group.

(i) Summarised statements of financial position

Annual Report 2023


Subsidiaries of Subsidiaries of Subsidiary of Subsidiary of
TSH Sumbar TSH Oversea TSH Logistics LKSK Landquest Rinukut
Group Limited Pte. Ltd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd.
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
TSH RESOURCES BERHAD 197901005269 (49548-D)

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Assets and liabilities

Non-current assets 420,972 343,638 336,004 358,105 319,681 279,431 40,345 39,431 31,248 31,575 83,389 84,252
Current assets 90,041 82,624 107,777 112,154 23,908 24,129 2,783 6,905 2,482 2,276 4,260 6,257
NOTES TO THE FINANCIAL STATEMENTS

Total assets 511,013 426,262 443,781 470,259 343,589 303,560 43,128 46,336 33,730 33,851 87,649 90,509
Current liabilities 18,366 30,632 14,967 25,319 23,224 23,313 791 1,035 1,380 1,862 1,915 2,793
Non-current liabilities 9,148 6,906 7,654 6,027 2,416 1,598 9,437 9,199 5,853 5,754 94,935 92,388
Total liabilities 27,514 37,538 22,621 31,346 25,640 24,911 10,228 10,234 7,233 7,616 96,850 95,181
Net assets/(liabilities) 483,499 388,724 421,160 438,913 317,949 278,649 32,900 36,102 26,497 26,235 (9,201) (4,672)
Carrying amounts of NCI 145,161 116,729 42,261 44,036 31,795 27,865 19,982 21,551 10,951 10,836 6,091 7,902
23. INVESTMENTS IN SUBSIDIARIES (continued)

(g) Material partly-owned subsidiaries (continued)

(ii) Summarised statements of comprehensive income

Subsidiaries of Subsidiaries of Subsidiary of Subsidiary of


TSH Sumbar TSH Oversea TSH Logistics LKSK Landquest Rinukut
Group Limited Pte. Ltd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd.
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Results
Revenue 216,521 269,275 226,829 230,667 50,365 60,716 10,880 12,944 4,152 4,381 23,846 29,492
Profit for the year 64,121 88,176 65,328 83,463 54,038 323,452 2,598 4,234 263 675 (4,528) 3,008
Total comprehensive income
for the year 63,590 88,346 65,164 83,680 54,056 323,473 2,598 4,234 263 675 (4,528) 3,008
Profit allocated to NCI 19,410 26,662 6,533 8,346 5,405 32,345 1,273 2,075 113 292 (1,811) 1,203
Total comprehensive income
allocated to NCI 19,142 26,605 6,478 8,327 5,405 32,325 1,273 2,075 113 292 (1,811) 1,203

(iii) Summarised cash flows

Net cash flows from operating


activities 71,881 108,912 83,654 75,993 18,130 30,262 3,377 6,018 855 2,033 7,737 15,995
Net cash flows (used in)/from
investing activities (32,481) (25,875) (76,734) (14,401) 11,219 268,504 (1,689) (1,950) (644) (1,573) (3,056) (1,858)
Net cash flows used in
financing activities (32,549) (45,778) (7,284) (31,003) (29,800) (296,006) (5,800) (4,000) - (700) (4,864) (14,138)
Net increase/(decrease) in
cash and cash equivalents 6,851 37,259 (364) 30,589 (451) 2,760 (4,112) 68 211 (240) (183) (1)
Effect of exchange rate
changes 3,232 (699) 3,342 (1,004) 766 (381) - - - - - -
Cash and cash equivalents at
beginning of the year 56,961 20,401 58,887 29,302 13,504 11,125 5,456 5,388 76 316 1,101 1,102
Cash and cash equivalents at
end of the year 67,044 56,961 61,865 58,887 13,819 13,504 1,344 5,456 287 76 918 1,101
Dividends paid to non-

ANNUAL REPORT 2023


controlling interests - - 10,735 - 3,050 - 2,842 1,960 - 303 - -
FINANCIAL STATEMENTS

205
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

24. INVESTMENT IN AN ASSOCIATE

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Quoted shares in Malaysia, at cost 61,259 61,259 61,259 61,259


Share of post-acquisition reserves 17,386 16,178 - -
78,645 77,437 61,259 61,259

Fair value of investment in an associate for


which there is published price quotation 137,629 167,046 137,629 167,046

(a) Investment in an associate is measured at cost in the separate financial statements of the Company and is
accounted for using the equity method in the consolidated financial statements.

(b) The details of the associate are as follows:

Effective
Principal place of interest
business/Country of 2023 2022
Name of associate incorporation Principal activities % %

Innoprise Plantations Berhad * Malaysia Operation of oil palm plantations 21.94 21.94
and palm oil mill, and producer
and supplier of renewable energy

*
Not audited by BDO PLT or member firms of BDO International.

(c) The financial year end of the above associate is coterminous with those of the Group.

(d) The summarised financial information of the associate, not adjusted for the proportion of ownership interest held
by the Group, is as follows:

(i) Summarised statements of financial position

2023 2022
RM’000 RM’000

Assets and liabilities

Current assets 39,552 49,016


Non-current assets 362,903 354,300
Total assets 402,455 403,316
Current liabilities 23,289 27,796
Non-current liabilities 70,208 72,069
Total liabilities 93,497 99,865
Net assets 308,958 303,451

206 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

24. INVESTMENT IN AN ASSOCIATE (continued)

(d) The summarised financial information of the associate, not adjusted for the proportion of ownership interest held
by the Group, is as follows (continued):

(ii) Summarised statements of comprehensive income

2023 2022
RM’000 RM’000

Results

Revenue 227,133 270,219


Profit for the year 53,463 85,089
Total comprehensive income 53,463 85,089

(iii) Reconciliation of the summarised financial information presented above to the carrying amount of the
Group’s interest in associate.

2023 2022
RM’000 RM’000

Net assets at 1 January 303,451 324,581


Total comprehensive income 53,463 85,089
Transaction with owners (47,956) (106,219)
Net assets at 31 December 308,958 303,451
Interest in associate (%) 21.94% 21.94%
67,785 66,577
Goodwill 10,860 10,860
Carrying value of Group’s interest in associate 78,645 77,437

(iv) Dividends received from associate during the financial year amounted to RM9,981,000 (2022: RM23,113,000).

(v) The fair value of quoted shares in Malaysia is determined by reference to the exchange quoted market bid
prices at the close of the business at the end of the reporting period.

25. INVESTMENTS IN JOINT VENTURES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Unquoted shares, at cost 20,750 20,750 20,750 20,750


Share of post-acquisition reserves 82,340 85,333 - -
103,090 106,083 20,750 20,750

The Group has 50% of the voting rights of its joint arrangements. Under the contractual arrangements, unanimous
consent is required from all parties to the agreements for all relevant activities. The Group’s interest in joint ventures is
accounted for using the equity method in the consolidated financial statements. In the separate financial statements of
the Company, investments in joint ventures are measured at cost.

ANNUAL REPORT 2023 207


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

25. INVESTMENTS IN JOINT VENTURES (continued)

The joint arrangements are structured via separate entities and provide the Group with the rights to the net assets of
the entities under the arrangements. Therefore, these entities are classified as joint ventures of the Group.

(a) Details of the joint ventures are as follows:

Effective
Principal place of interest
business/Country of 2023 2022
Name of joint ventures incorporation Principal activities % %

TSH-Wilmar Sdn. Bhd.* Malaysia Operation of palm oil refinery mill 50 50


and kernel crushing plant
TSH-Wilmar (BF) Sdn. Bhd.* Malaysia Operation of a power plant 50 50

*
Audited by BDO PLT, Malaysia.

These joint ventures have the same reporting period as the Group.

(b) Summarised financial information of TSH-Wilmar Sdn. Bhd. and TSH-Wilmar (BF) Sdn. Bhd. is set out below.
The summarised information represents the amounts in the financial statements of the joint ventures and not the
Group’s share of those amounts.

(i) Summarised statements of financial position

TSH-Wilmar Sdn. Bhd. TSH-Wilmar (BF) Sdn. Bhd.


2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Non-current assets 50,972 51,821 11,831 12,581


Cash and cash equivalents 48,566 49,208 2,716 2,825
Other current assets 363,157 312,489 19,877 10,953
Total current assets 411,723 361,697 22,593 13,778
Total assets 462,695 413,518 34,424 26,359
Non-current liabilities 1,419 6,508 1,378 1,235
Current liabilities 287,733 222,477 1,596 1,151
Total liabilities 289,152 228,985 2,974 2,386
Net assets 173,543 184,533 31,450 23,973

208 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

25. INVESTMENTS IN JOINT VENTURES (continued)

(b) Summarised financial information of TSH-Wilmar Sdn. Bhd. and TSH-Wilmar (BF) Sdn. Bhd. is set out below.
The summarised information represents the amounts in the financial statements of the joint ventures and not the
Group’s share of those amounts. (continued)

(ii) Summarised statements of comprehensive income

TSH-Wilmar Sdn. Bhd. TSH-Wilmar (BF) Sdn. Bhd.


2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Revenue 2,220,625 2,611,867 26,754 25,263


Depreciation and amortisation (2,717) (2,541) (821) (908)
Interest income 1,258 1,270 509 152
Interest expense (6,681) (4,554) - -
(Loss)/Profit before tax (15,360) 66,174 9,879 11,585
Taxation 4,370 (15,153) (2,402) (2,786)
(Loss)/Profit after tax, represent
total comprehensive (loss)/
income (10,990) 51,021 7,477 8,799

(c) Reconciliations of the summarised financial information presented above to the carrying amount of the Group’s
interest in joint ventures are as follows:

TSH-Wilmar Sdn. Bhd. TSH-Wilmar (BF) Sdn. Bhd.


2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Net assets at 1 January 184,533 163,512 23,973 15,174


(Loss)/Profit for the year (10,990) 51,021 7,477 8,799
Dividends - (30,000) - -
Net assets at 31 December 173,543 184,533 31,450 23,973
Interests in joint ventures 50% 50% 50% 50%
86,772 92,266 15,725 11,987
Unrealised profit on inventories 593 1,830 - -
Carrying value of Group’s interests in
joint ventures 87,365 94,096 15,725 11,987

In the previous financial year, dividends received from joint ventures amounted to RM15,000,000.

ANNUAL REPORT 2023 209


26. DEFERRED TAX

210
(a) Deferred tax as at 31 December related to the following:

Recognised Recognised
31 DECEMBER 2023
At in profit in other At
1 January or loss comprehensive Exchange 31 December
2023 (Note 15) income differences 2023
Group RM’000 RM’000 RM’000 RM’000 RM’000

Annual Report 2023


Deferred tax liabilities:
Property, plant and equipment 52,033 3,098 - 666 55,797
Biological assets 68,304 4,405 - (94) 72,615
Land use rights 7,916 (1,332) - 465 7,049
TSH RESOURCES BERHAD 197901005269 (49548-D)

Right-of-use assets 15,367 (284) - - 15,083


Others 398 (753) - 4 (351)
144,018 5,134 - 1,041 150,193
NOTES TO THE FINANCIAL STATEMENTS

Deferred tax assets:


Tax losses and unabsorbed capital allowances (56,861) 695 - (104) (56,270)
Others (6,628) (196) (194) (405) (7,423)
(63,489) 499 (194) (509) (63,693)
80,529 5,633 (194) 532 86,500
26. DEFERRED TAX (continued)

(a) Deferred tax as at 31 December related to the following (continued):

Recognised
At Recognised in other At
1 January in profit comprehensive Exchange 31 December
2022 or loss income differences 2022
Group RM’000 RM’000 RM’000 RM’000 RM’000

Deferred tax liabilities:


Property, plant and equipment 49,904 2,579 - (450) 52,033
Biological assets 81,362 (13,164) - 106 68,304
Land use rights 9,505 (1,298) - (291) 7,916
Right-of-use assets 11,950 3,417 - - 15,367
Others 398 - - - 398
153,119 (8,466) - (635) 144,018

Deferred tax assets:


Tax losses and unabsorbed capital allowances (58,676) 1,758 - 57 (56,861)
Others (6,672) (494) 263 275 (6,628)
(65,348) 1,264 263 332 (63,489)
87,771 (7,202) 263 (303) 80,529

Annual Report 2023


Financial Statements

211
31 DECEMBER 2023
NOTES TO THE FINANCIAL STATEMENTS
26. DEFERRED TAX (continued)

212
(a) Deferred tax as at 31 December related to the following (continued):

At
31 DECEMBER 2023
Recognised 31 December Recognised
At in profit 2022/ in profit At
1 January or loss 1 January or loss 31 December
2022 (Note 15) 2023 (Note 15) 2023

Annual Report 2023


Company RM’000 RM’000 RM’000 RM’000 RM’000

Deferred tax liabilities:


Property, plant and equipment 5,120 (65) 5,055 (77) 4,978
Biological assets 54,958 (9,212) 45,746 624 46,370
TSH RESOURCES BERHAD 197901005269 (49548-D)

60,078 (9,277) 50,801 547 51,348

Deferred tax assets:


Tax losses and unabsorbed capital allowances (45,995) (1,051) (47,046) 1,334 (45,712)
Others (4,295) 2,048 (2,247) 79 (2,168)
NOTES TO THE FINANCIAL STATEMENTS

(50,290) 997 (49,293) 1,413 (47,880)


9,788 (8,280) 1,508 1,960 3,468
Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

26. DEFERRED TAX (continued)

(a) Deferred tax as at 31 December related to the following (continued):

Presented after appropriate offsetting:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Deferred tax assets, net* (473) (6,026) - -


Deferred tax liabilities, net* 86,973 86,555 3,468 1,508
86,500 80,529 3,468 1,508

*
The amount of set-off between deferred tax assets and deferred tax liabilities was RM63,220,000
(2022: RM57,463,000) for the Group.

(b) Deferred tax assets have not been recognised in respect of the following items:

Group
2023 2022
RM’000 RM’000

Unused tax losses


- No expiry date 66,080 63,731
- Expires by 2025 to 2033 94,727 64,862
Unabsorbed capital allowances 10,781 9,110
Other deductible temporary differences 52,981 46,903
224,569 184,606

The Group and the Company have assessed the likelihood of sufficient future profits available to recover the
amounts of deductible temporary differences. Deferred tax assets of certain subsidiaries have not been recognised
in respect of these items as it is not probable that taxable profits of the subsidiaries would be available against
which the deductible temporary differences could be utilised. Unutilised tax losses of the subsidiaries incorporated
in Malaysia can be carried forward up to 10 consecutive years of assessment immediately following the year of
assessment under the tax legislation of Inland Revenue Board.

The amount and availability of these items to be carried forward up to the periods as disclosed above are subject
to the agreement of the respective local tax authorities.

(c) Unused tax losses

Unused tax losses of certain foreign subsidiaries amounting to RM59,786,000 (2022: RM40,962,000) are available
for carry forward in the jurisdiction in which the foreign subsidiaries operate for a period of 5 years from the year
in which those tax losses arose.

(d) Unrecognised temporary differences relating to investments in subsidiaries

At the end of the reporting period, no deferred tax liability has been recognised for taxes that would be payable
on the undistributed earnings of certain of the Group’s foreign subsidiaries as the Group is able to control the
timing of the reversal of temporary differences associated with the investments.

Annual Report 2023 213


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Current
Trade receivables
Amounts due from subsidiaries - - 1,093 4,318
Third parties 21,784 23,206 621 666
Joint ventures 5,488 1,361 - -
Retention sums on contract (Note 31) 529 804 - -
27,801 25,371 1,714 4,984
Less: Allowance for impairment (1,229) (2,124) -* -*
Trade receivables, net 26,572 23,247 1,714 4,984

Other receivables
Amounts due from related parties:
- subsidiaries - - 8,345 42,381
- joint ventures 161 152 55 5
161 152 8,400 42,386
Less: Allowance for impairment -* -* (273) (273)
161 152 8,127 42,113
Other deposits 1,645 1,849 471 436
Sundry receivables 9,299 15,942 2,376 2,912
11,105 17,943 10,974 45,461
Less: Allowance for impairment (1,463) (1,465) (1,270) (1,281)
9,642 16,478 9,704 44,180
36,214 39,725 11,418 49,164

Non-current
Other receivables
Amounts due from subsidiaries - - 202,998 258,804
Plasma receivables (Note 27(b)(ii)) 52,897 49,445 - -
Sundry receivables 8,498 13,602 - -
61,395 63,047 202,998 258,804
Less: Allowance for impairment (13,485) (9,101) (4,168) (4,471)
47,910 53,946 198,830 254,333

Total trade and other receivables


(current and non-current) 84,124 93,671 210,248 303,497
Add: Cash and bank balances and deposits
(Note 34) 250,138 375,580 31,207 42,362
Total financial assets at amortised cost 334,262 469,251 241,455 345,859

*
The expected credit loss is immaterial.

214 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

Trade and other receivables are classified as financial assets and measured at amortised cost.

(a) Trade receivables

Trade receivables are non-interest bearing and are generally on 30 to 90 days (2022: 30 to 90 days) terms. They
are recognised at their original invoice amounts, which represent their fair values on initial recognition.

The ageing analysis of the Group’s and of the Company’s trade receivables are as follows:

2023
Gross
carrying Loss Net
amount allowance balance
Group RM’000 RM’000 RM’000

Current 22,142 (52) 22,090

Past due
- 1 to 30 days 2,838 (62) 2,776
- 31 to 60 days - - -
- 61 to 90 days - - -
- 91 to 120 days - - -
- More than 121 days 2,361 (655) 1,706
5,199 (717) 4,482
Credit impaired
Individually impaired 460 (460) -
27,801 (1,229) 26,572

2022
Gross
carrying Loss Net
amount allowance balance
Group RM’000 RM’000 RM’000

Current 18,796 (101) 18,695

Past due
- 1 to 30 days 3,016 - 3,016
- 31 to 60 days 1,171 (26) 1,145
- 61 to 90 days 205 (1) 204
- 91 to 120 days 38 (19) 19
- More than 121 days 671 (503) 168
5,101 (549) 4,552
Credit impaired
Individually impaired 1,474 (1,474) -
25,371 (2,124) 23,247

Annual Report 2023 215


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

(a) Trade receivables (continued)

The ageing analysis of the Group’s and of the Company’s trade receivables are as follows (continued):

2023
Gross
carrying Loss Net
amount allowance balance
Company RM’000 RM’000 RM’000

Current 1,714 - 1,714

2022
Gross
carrying Loss Net
amount allowance balance
Company RM’000 RM’000 RM’000

Current 4,984 - 4,984

Impairment losses

Impairment losses for trade receivables that do not contain a significant financing component are recognised
based on the simplified approach using the lifetime expected credit losses.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over
the expected life of the asset. The maximum period considered when estimating expected credit losses is the
maximum contractual period over which the Group is exposed to credit risk.

The Group considers credit loss experience and observable data such as current changes and future forecasts in
economic conditions by market segment of the Group as identified in Note 4 to the financial statements, based on
the following common credit risk characteristics - geographic region and type of products purchased, to estimate
the amount of expected impairment loss. The methodology and assumptions including any forecasts of future
economic conditions are reviewed regularly.

During this process, the probability of non-payment by the trade receivables is adjusted by forward-looking
information i.e. Gross Domestic Product (GDP) and crude palm oil prices and multiplied by the amount of the
expected loss to determine the lifetime expected credit loss for the trade receivables. For trade receivables,
which are reported net, such impairments are recorded in a separate impairment account with the loss being
recognised within other expenses in the consolidated statement of comprehensive income. On confirmation that
the trade receivable would not be collectable, the gross carrying value of the asset would be written off against
the associated impairment.

It requires management to exercise significant judgement in determining the probability of default by trade
receivables and appropriate forward-looking information, after taking into consideration the effects of increasing
OPR in Malaysia and interest rate in Indonesia, where applicable.

216 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

(a) Trade receivables (continued)

Impairment losses (continued)

Movements in allowance for impairment accounts are as follows:

Lifetime
ECL* Credit Total
allowance impaired allowance
Group RM’000 RM’000 RM’000

At 1 January 2023 650 1,474 2,124


Charge for the financial year 119 19 138
Write back of impairment loss - (358) (358)
Write-offs - (670) (670)
Exchange differences - (5) (5)
At 31 December 2023 769 460 1,229

At 1 January 2022 1,410 2,292 3,702


Charge for the financial year - 514 514
Write back of impairment loss (764) (635) (1,399)
Write-offs - (601) (601)
Exchange differences 4 (96) (92)
At 31 December 2022 650 1,474 2,124

*
Expected credit losses.

Credit impaired refers to individually determined debtors who are in significant financial difficulties as at the end
of the reporting period.

The maximum exposures to credit risk of trade receivables of the Group and of the Company are represented by
the carrying amounts of trade receivables recognised in the statements of financial position. These receivables are
not secured by any collateral or credit enhancement as at the end of the current financial year.

(b) Other receivables

(i) Impairment for amounts due from subsidiaries, joint ventures, plasma receivables, other receivables and
deposits are recognised based on the general approach within MFRS 9 using the forward-looking expected
credit loss model. The methodology used to determine the amount of the impairment is based on whether
there has been a significant increase in credit risk since initial recognition of the financial asset. For those
in which the credit risk has not increased significantly since initial recognition of the financial asset, twelve-
month expected credit losses along with gross interest income are recognised. At the end of the reporting
period, the Group assesses whether there has been a significant increase in credit risk for financial assets by
comparing the risk of default occurring over the expected life with the risk of default since initial recognition.
For those in which credit risk had increased significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be credit impaired, lifetime expected
credit losses along with interest income on a net basis are recognised.

Annual Report 2023 217


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

(b) Other receivables (continued)

(i) (continued)

Lifetime expected credit losses are the expected credit losses that result from all possible default events
over the expected life of the asset, while twelve-month expected credit losses are the portion of expected
credit losses that result from default events that are possible within the twelve months after the end of the
reporting period. The maximum period considered when estimating expected credit losses is the maximum
contractual period over which the Group and the Company are exposed to credit risk.

The Group determined significant increase in credit risk based on past due information, i.e. overdue amounts
more than 90 days.

The probabilities of non-payment by amounts due from subsidiaries, joint ventures, plasma receivables,
other receivables and deposits are adjusted by forward-looking information and multiplied by the amount
of the expected loss arising from default to determine the twelve-month or lifetime expected credit loss for
amounts due from subsidiaries, joint ventures, plasma receivables, other receivables and deposits.

It requires management to exercise significant judgement in determining the probability of default


by amounts due from subsidiaries, joint ventures, plasma receivables, other receivables and deposits,
appropriate forward-looking information i.e. Gross Domestic Product (GDP) and crude palm oil prices,
significant increase in credit risk and estimated cash flows recoverable in worst-case scenarios, after taking
into consideration the effects of increasing OPR in Malaysia and interest rate in Indonesia, where applicable.

Movements in allowance for impairment accounts for current and non-current other receivables (included
plasma receivables) are as follows:

Lifetime ECL - Lifetime ECL -


12- month not credit credit Total
ECL impaired impaired allowance
Group RM’000 RM’000 RM’000 RM’000

At 1 January 2023 195 9,101 1,270 10,566


Charge for the financial year 24 - 4,182 4,206
Write back of impairment loss (26) (298) - (324)
Reclassified from stage 2 to stage 3 - (1,645) 1,645 -
Exchange differences - 500 - 500
At 31 December 2023 193 7,658 7,097 14,948

At 1 January 2022 289 8,399 1,270 9,958


Charge for the financial year - 5,151 - 5,151
Write back of impairment loss (12) - - (12)
Write-offs (82) (4,112) - (4,194)
Exchange differences - (337) - (337)
At 31 December 2022 195 9,101 1,270 10,566

218 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

(b) Other receivables (continued)

(i) (continued)

Lifetime ECL -
12-month credit Total
ECL impaired allowance
Company RM’000 RM’000 RM’000

At 1 January 2023 11 1,270 1,281


Write back of impairment loss (11) - (11)
At 31 December 2023 - 1,270 1,270
At 1 January 2022/31 December 2022 11 1,270 1,281

Credit impaired refers to individually determined debtors who are in significant financial difficulties as at the
end of the reporting period.

(ii) Plasma receivables

The Indonesian government requires oil palm plantation companies to develop new plantations together
with the local small landholders. This form of assistance to local small landholders is generally known as the
“Plasma Scheme”. Once developed, the plasma plantations are transferred to the small landholders who
then operate the plasma plantations under the supervision of the developer. In line with this requirement,
certain subsidiaries have commitments to develop plantations under the Plasma Scheme. The funding for
the development of the plantations under the Plasma Scheme is provided by the designated banks and/or
by the subsidiaries. The subsidiaries also provide corporate guarantees for the loans advanced by the banks.

The Group through this partnership scheme also provides technical assistance to the plasma farmers to
maintain the productivity of plasma plantations as part of the Group’s strategy to strengthen relationship
with plasma farmers. This is expected to improve the repayments of plasma receivables.

The accumulated development costs net of funds received are presented as plasma receivables in the
consolidated statement of financial position under the Palm Products segment. An analysis of the movements
in the plasma receivables is as follows:

Group
2023 2022
RM’000 RM’000

Balance at 1 January 49,445 69,075


Additional net investments/(Net repayments from) 3,452 (19,630)
52,897 49,445
Less: Allowance for impairment (13,485) (9,101)
Balance at 31 December 39,412 40,344

(iii) Non-current receivables of the Group are carried at amortised cost and the discount rates used are based
on the effective interest rate of approximately 11% (2022: 11%), which are reasonable approximation of their
fair values.

Annual Report 2023 219


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

(c) Amounts due from subsidiaries

Non-current amounts due from subsidiaries are interest bearing, unsecured and not payable within the next
twelve (12) months. The carrying amount of non-current amounts due from subsidiaries approximates its fair value
as its interest rate is priced at reasonable approximation of the market interest rate as at the end of the reporting
period.

Except for the current amounts due from certain subsidiaries totalling RM7,640,000 (2022: RM41,671,000) that
are interest bearing, the current amounts due from other subsidiaries are non-interest bearing, unsecured and are
payable within the next twelve (12) months in cash and cash equivalents.

The effective interest rate per annum of amounts due from subsidiaries as at the end of the reporting period were
as follows:

Company
2023 2022 2023 2022
% % RM’000 RM’000

Floating rate
Current amounts due from subsidiaries 5.01 - 5.49 3.44 - 4.80 7,640 41,671
Non-current amount due from a
subsidiary 7.90 - 8.15 6.90 - 7.90 94,935 92,388

Fixed rate
Non-current amounts due from
subsidiaries 5.50 5.50 108,063 166,416

At the end of reporting date, if interest rates had been 25 basis points higher/lower, with all other variables held
constant, the Company’s profit net of tax would have been RM195,000 (2022: RM255,000) higher/lower, arising
mainly as a result of higher/lower interest income on amount due from subsidiaries. The assumed movement in
basis points for interest rate sensitivity analysis is based on the currently observable market environment.

Impairment for amounts due from subsidiaries are recognised based on the general approach within MFRS 9
using the forward-looking expected credit loss model as disclosed in Note 27(b) to the financial statements.

220 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

27. TRADE AND OTHER RECEIVABLES (continued)

(c) Amounts due from subsidiaries (continued)

Movements in the allowance for impairment accounts for amounts due from subsidiaries are as follows:

Lifetime ECL - Lifetime ECL -


12-month not credit credit
ECL impaired impaired Total
Company RM’000 RM’000 RM’000 RM’000

2023
At beginning of financial year 1,132 3,586 26 4,744
Write back of impairment losses (303) - - (303)
At end of financial year 829 3,586 26 4,441

2022
At beginning of financial year 2,469 11,968 26 14,463
Write back of impairment losses (1,337) (8,382) - (9,719)
At end of financial year 1,132 3,586 26 4,744

(d) Credit risk concentration profile

The Group determines concentrations of credit risk by monitoring the industry sector profile of its trade receivables
on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the end of reporting
period are as follows:

Group
2023 2022
RM’000 % of total RM’000 % of total

By industry sectors:
Palm products 18,666 67% 14,138 56%
Others 9,135 33% 11,233 44%
27,801 100% 25,371 100%

As at the end of the reporting period, approximately:

- 20% (2022: 5%) of the trade receivables of the Group were due from related parties.
- 52% (2022: 46%) of the trade and other receivables of the Group were due from plasma receivables.
- 98% (2022: 99%) of the trade and other receivables of the Company were due from subsidiaries.

Annual Report 2023 221


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

28. INVESTMENT SECURITIES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Current
- Equity instruments (quoted in Malaysia) 1 1 1 1

Non-current
- Debt instruments (unquoted) 28,044 - - -
- Equity instruments (unquoted) 50 50 50 50
28,094 50 50 50
28,095 51 51 51

(a) The equity instruments were classified as financial assets at fair value profit or loss pursuant to MFRS 9 Financial
Instruments.

(b) The debt instruments were classified as financial assets at fair value through other comprehensive income pursuant
to MFRS 9.

(c) All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the
date that the Group and the Company commit to purchase or sell the asset.

(d) Fair value of quoted ordinary shares in Malaysia is determined by reference to the exchange quoted market bid
prices at the close of the business on the end of the reporting period.

(e) The fair value of quoted and unquoted equity instruments of the Group and of the Company is categorised as
Level 1 and Level 3 respectively in the fair value hierarchy.

(f) Unquoted debt instruments represent unquoted bonds, measured at Level 2 in the fair value hierarchy. The fair
value of unquoted bonds is determined by reference to published market bid price of unquoted fixed income
securities based on information provided by DBS Bank Ltd. and LGT Bank (Singapore) Ltd..

(g) There is no transfer between levels in the hierarchy during the financial year.

(h) The following table shows a reconciliation of Level 3 fair values:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Balance at 1 January/31 December 50 50 50 50

(i) Sensitivity analysis for equity price risk

At the end of the reporting period, if the FTSE Bursa Malaysia KLCI had been 5% higher/lower, with all other
variables held constant, the impact to the Group’s and the Company’s profit net of tax would be minimal.

222 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

29. INVENTORIES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cost
Raw materials 9,456 13,723 - -
Work-in-progress - 4,160 - -
Finished goods 11,382 32,792 136 234
Oil palm nursery 3,460 3,493 419 527
Stores and supplies 36,364 41,634 493 811
60,662 95,802 1,048 1,572

Net realisable value


Work-in-progress 8,087 7,581 - -
Finished goods 24,969 29,540 - -
33,056 37,121 - -
93,718 132,923 1,048 1,572

(a) Oil palm and wood products are valued on the weighted average method.

(b) During the financial year, the amount of inventories recognised as an expense in cost of sales of the Group and of
the Company were RM655,509,000 (2022: RM795,693,000) and RM3,140,000 (2022: RM4,021,000) respectively.

(c) A write off of inventories amounting to RM6,798,000 (2022: RM5,578,000) were made by the Group during the
financial year, whereas the Company had written off inventories amounted to RM3,000 in the previous financial
year.

(d) A write down of inventories amounting to RM13,943,000 was made by the Group in the previous financial year.

(e) The Group reversed RM6,375,000 in respect of inventories written down in the previous financial year that were
subsequently not required due to subsequent sales of products and the increase in selling price of commodities.

30. OTHER CURRENT ASSETS

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Contract assets (Note 31) 68 6 - -


Prepayments 5,252 6,426 216 797
5,320 6,432 216 797

Annual Report 2023 223


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

31. CONTRACT ASSETS/(LIABILITIES)

Group
2023 2022
RM’000 RM’000

Contract assets (Note 30):


Construction contracts 68 6
68 6
Contract liabilities (Note 41):
Construction contracts (33) (197)
Deferred revenue (1,264) (700)
(1,297) (897)
(1,229) (891)

(a) Construction contracts

Group
2023 2022
RM’000 RM’000

Supply and installation service costs incurred to date 17,912 22,626


Attributable profits 2,886 3,574
20,798 26,200
Less: Progress billings (20,763) (26,391)
Contract liabilities
Construction contracts 35 (191)
Retention sums on contracts, included within trade receivables (Note 27) 529 804

Analysed as follows:
Contract assets 68 6
Contract liabilities (33) (197)
35 (191)

The Group provides flooring installation works on contract basis for timber flooring supplied to customers.

Construction contracts represent the timing differences in revenue recognition and the milestone billings. The
milestone billings are structured and/or negotiated with customers to reflect physical completion of the contracts.

Contract assets are transferred to receivables when the rights to economic benefits become unconditional. This
usually occurs when the Group issues billing to the customer. Contract liabilities are recognised as revenue when
performance obligations are satisfied.

224 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

31. CONTRACT ASSETS/LIABILITIES (continued)

(b) Deferred revenue

A reconciliation of the deferred revenue is as follows:

Group
2023 2022
RM’000 RM’000

At 1 January 700 7,623


Additions during the financial year 18,693 50,299
Recognised as revenue during the financial year (18,129) (57,222)
At 31 December 1,264 700

Deferred revenue represents billing to the customers for the sale of wood products, which performance obligation
has not been satisfied as at the end of the reporting period.

(c) Contract value yet to be recognised as revenue

Revenue expected to be recognised in the future relating to performance obligations that are unsatisfied (or
partially unsatisfied) at the end of the reporting period, are as follows:

Group
2024 2025 Total
31 December 2023 RM’000 RM’000 RM’000

Contract liabilities 1,297 - 1,297

2023 2024 Total


31 December 2022 RM’000 RM’000 RM’000

Contract liabilities 897 - 897

(d) Impairment for contract assets are recognised based on the simplified approach within MFRS 9 using lifetime
expected credit losses as disclosed in Note 27(a) to the financial statements.

(e) No expected credit loss is recognised arising from contract assets as it is negligible.

(f) There were no significant changes in the contract assets and liabilities during the financial year.

Annual Report 2023 225


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

32. DERIVATIVES

2023 2022
Contract/ Contract/
notional notional
amount Assets Liabilities amount Assets Liabilities
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group
Non-hedging derivatives:
Non-current
Forward currency contracts 31,212 717 - - - -

Current
Forward currency contracts 30,294 161 - 62,742 30 (3,267)
Commodity futures contracts 6,832 134 - 4,777 - (15)
295 - 30 (3,282)
Total 1,012 - 30 (3,282)

Company
Non-hedging derivatives:
Non-current
Forward currency contracts 31,212 717 - - - -

Current
Forward currency contracts 30,294 161 - 50,368 - (3,267)
Total 878 - - (3,267)

(a) Derivative assets are classified as financial assets measured at fair value through profit or loss whereas derivative
liabilities are classified as financial liabilities measured at fair value through profit or loss.

(b) The Group and the Company use forward currency contracts and commodity futures contract to manage some of
its transactions exposure. These contracts are not designated as cash flow or fair value hedges and are entered
into for periods consistent with currency transaction exposure and fair value changes exposure. Such derivatives
do not qualify for hedge accounting.

Forward currency contracts are used to hedge the Group’s loans and borrowings denominated in USD.

(c) The commodity futures contracts are used to hedge prices fluctuation of CPO commodity.

(d) During the financial year, the Group and the Company recognised a net gain of RM4,264,000 (2022: net loss of
RM1,708,000) and net gain of RM4,145,000 (2022: net loss of RM3,267,000) respectively arising from fair value
changes of derivative assets and derivative liabilities. The fair value changes are attributable to changes in foreign
exchange spot and forward rate and price fluctuation of CPO commodity.

226 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

32. DERIVATIVES (continued)

(e) Fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts
with similar maturity profiles.

Fair value of outstanding commodity future contracts is calculated by reference to quoted market prices for
contracts with similar maturity profiles.

(f) The maturity profile of derivative liabilities of the Group and of the Company at the end of the previous reporting
period based on contractual undiscounted repayment obligations was summarised in the table below:

On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000

Group
As at 31 December 2022
Derivative liabilities 3,282 - - 3,282

Company
As at 31 December 2022
Derivative liabilities 3,267 - - 3,267

(g) Commodity future contracts are categorised as Level 1 in the fair value hierarchy, whilst forward currency contracts
are categorised as Level 2 in the fair value hierarchy. There is no transfer between levels in the hierarchy during the
financial year.

33. SHORT TERM FUNDS

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

At fair value through profit or loss


Investment in fixed income trust funds in
Malaysia 5,349 6,385 155 150

(a) Investment in fixed income trust funds in Malaysia represent investments in highly liquid money market instruments,
which are readily convertible to known amounts of cash and are subject to insignificant risk of changes in value.

(b) Fair values of short term funds are determined by reference to the quoted prices at the close of business at the
end of each reporting period.

(c) Short term funds are categorised as Level 1 in the fair value hierarchy. There is no transfer between levels in the
hierarchy during the financial year.

ANNUAL REPORT 2023 227


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

34. CASH AND BANK BALANCES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cash at banks and on hand 239,263 336,797 25,515 36,702


Deposits with licensed banks 10,875 38,783 5,692 5,660
Cash and bank balances 250,138 375,580 31,207 42,362

(a) Cash and bank balances are classified as financial assets and measured at amortised cost.

(b) Deposits are made for varying periods of between one day and one year depending on the immediate cash
requirements of the Group and the Company and earn interests at the respective short-term deposit rates.

The effective interest rate of deposits with both licensed banks of the Group and of the Company ranged from
2.50% to 3.50% (2022: 1.60% to 3.75%) and 2.70% to 3.00% (2022: 1.70% to 2.70%) per annum respectively.

(c) Deposits with licensed banks of the Group amounting to RM3,957,000 (2022: RM4,772,000) are pledged as
securities for bank guarantees facilities granted.

(d) For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise the following:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cash and bank balances and deposits 250,138 375,580 31,207 42,362
Short term funds (Note 33) 5,349 6,385 155 150
Less:
Bank overdrafts (Note 39) - (469) - -
Deposits pledged with licensed banks (3,957) (4,772) - -
Deposits with maturity of over
3 months (496) (493) - -
Cash and cash equivalents 251,034 376,231 31,362 42,512

(e) Sensitivity analysis for cash and bank balances at the end of the reporting period is not presented as fixed rate
instrument is not affected by changes in interest rates.

(f) No expected credit loss is recognised arising from deposits with licensed banks because the probability of default
by these financial institutions is negligible.

228 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

35. ASSETS HELD FOR SALE

(a) On 4 April 2022, PT Bulungan Citra Agro Persada (“PT BCAP”), a 90% owned subsidiary of the Company entered
into a conditional sale, purchase and compensation of land agreement (“CSPA”) with PT Kawasan Industri
Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) for the proposed disposal by
PT BCAP of 13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining
thereto (collectively referred to as “the Sale Land”) for a total cash consideration of IDR2,428.86 billion (or
equivalent to approximately RM731,090,000).

On 8 August 2022, the disposal of 7,817.36 hectares of the Sale Land was completed.

On 18 January 2023, the disposal for 574.56 hectares of the uncertified land was completed for cash consideration
amounted to RM28,717,000, which is subject to 2.5% tax on the cash consideration amounted to RM718,000 and
this has been recognised in administrative expenses within Statements of Comprehensive Income during the
financial year. The Group recorded a gain on disposal of RM27,604,000 in the financial statements.

On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.

The proposed disposal of the remaining of the Sale Land is expected to be completed within the next twelve (12)
months and has continued to be classified as assets held for sale.

(b) In financial year 2021, on 6 July 2021, the Company and two (2) of its wholly-owned subsidiaries, namely TSH
Palm Products Sdn. Bhd. (“TSHPP”) and TSH Plantation Sdn. Bhd. (“TSHP”) had entered into sale and purchase
agreements with Sharikat Keratong Sdn. Bhd. for the disposal of two (2) oil palm estates and a palm oil mill for
a total consideration of RM248,000,000. Both the estates and the palm oil mill were part of the palm products
segment of the Group and were reclassified as assets held for sale.

In the previous financial year, the Group completed the disposals for total cash considerations of RM248,000,000
and a total gain on disposal of RM84,585,000 had been recorded in the financial statements.

(c) As at the end of financial year, the assets held for sale of the Group are as follows:

2023 2022
Group RM’000 RM’000

ASSETS

Non-current assets
Property, plant and equipment 208,560 196,416
Right-of-use assets 12,293 9,094
Assets held for sale 220,853 205,510

Annual Report 2023 229


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

36. SHARE CAPITAL AND TREASURY SHARES

Number of ordinary shares Amount


Share capital Share capital
(Issued and (Issued and
fully paid with Treasury fully paid with Treasury
no par value) shares no par value) shares
’000 ’000 RM’000 RM’000

At 1 January 2023/31 December 2023 1,381,803 (1,629) 740,512 (1,467)


At 1 January 2022/31 December 2022 1,381,803 (1,629) 740,512 (1,467)

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
(1) vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual
assets.

Treasury shares

Reacquired shares are classified as treasury shares, recognised based on the amount of consideration paid and
presented as a deduction from total equity.

This amount relates to the acquisition cost of treasury shares. The shareholders of the Company, by an ordinary
resolution passed in an annual general meeting held on 23 May 2023, renewed their approval for the Company’s plan
to repurchase its own ordinary shares. The Directors of the Company are committed to enhancing the value of the
Company for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company
and its shareholders.

The Company did not repurchase any of its issued ordinary shares from the open market during the financial year.

Of the total 1,381,803,000 (2022: 1,381,803,000) issued and fully paid ordinary shares as at 31 December 2023,
1,629,000 (2022: 1,629,000) are held as treasury shares by the Company. As at 31 December 2023, the number of
outstanding ordinary shares in issue after set off is therefore 1,380,174,000 (2022: 1,380,174,000) ordinary shares.

230 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

37. OTHER RESERVES

Foreign
currency Share of Fair
Capital translation associate value
reserve reserve reserve reserve Total
Group RM’000 RM’000 RM’000 RM’000 RM’000

At 1 January 2023 9,630 (264,636) 100 - (254,906)


Other comprehensive
income/(loss):
Foreign currency translations - 86,193 - - 86,193
Net loss on financial assets
measured at FVOCI - - - (261) (261)
Cumulative loss on financial
assets measured at FVOCI
reclassified to profit or loss
upon disposal - - - 97 97
At 31 December 2023 9,630 (178,443) 100 (164) (168,877)

At 1 January 2022 9,630 (218,623) 100 - (208,893)


Other comprehensive (loss)/
income:
Foreign currency translations - (46,352) - - (46,352)
Reclassification of exchange
translation reserve to
profit or loss arising from
dissolution of foreign
subsidiaries - 339 - - 339
At 31 December 2022 9,630 (264,636) 100 - (254,906)

The nature and purpose of each category of reserve are as follows:

(a) Capital reserve

This reserve comprises all the amounts capitalised arising from the redemption of non-cumulative redeemable
preference shares in the subsidiaries and cancellation of treasury shares.

(b) Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the Group’s
presentation currency. It is also used to record the exchange differences arising from monetary items, which form
part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the
functional currency of the reporting entity or the foreign operation.

(c) Share of associate reserve

This reserve represents the Group’s share of reserve of the associate arising from the share options granted by the
associate to its employees.

Annual Report 2023 231


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

37. OTHER RESERVES (continued)

(d) Fair value reserve

This reserve is used to record fair value changes arising from the Group’s investments in financial instruments
measured at FVOCI.

38. RETAINED EARNINGS

The Company may distribute dividends out of its entire retained earnings under the single-tier system.

39. LOANS AND BORROWINGS

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Short term borrowings


Secured:
Term loans 52,294 69,236 52,294 69,236
52,294 69,236 52,294 69,236

Unsecured:
Bank overdrafts - 469 - -
Bankers’ acceptances 40,863 16,046 - -
Revolving credits 93,000 198,500 62,000 104,500
Term loans 5,000 20,000 5,000 20,000
Sukuk Murabahah Medium Term Notes - 90,000 - -
138,863 325,015 67,000 124,500
191,157 394,251 119,294 193,736

Long term borrowings


Secured:
Term loans 110,963 159,860 110,963 159,860
110,963 159,860 110,963 159,860

Unsecured:
Term loans - 5,000 - 5,000
- 5,000 - 5,000
110,963 164,860 110,963 164,860

232 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

39. LOANS AND BORROWINGS (continued)

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Total borrowings
Bank overdrafts - 469 - -
Bankers’ acceptances 40,863 16,046 - -
Revolving credits 93,000 198,500 62,000 104,500
Terms loans 168,257 254,096 168,257 254,096
Sukuk Murabahah Medium Term Notes - 90,000 - -
302,120 559,111 230,257 358,596

(a) Borrowings are classified as financial liabilities and measured at amortised cost.

(b) The effective interest rates per annum of loans and borrowings as at the end of the reporting period were as
follows:

Group Company
2023 2022 2023 2022
% % % %

Floating rate
Bank overdrafts - 7.07 - 7.65 - -
Bankers’ acceptances 3.87 - 4.35 4.14 - 4.33 - -
Revolving credits 4.19 - 4.91 3.73 - 4.30 4.19 - 4.29 3.73 - 3.86
Terms loans 3.00 - 7.12 3.00 - 6.19 3.00 - 7.12 3.00 - 6.19

Fixed rate
Sukuk Murabahah Medium Term Notes - 5.30 - -

(c) In the previous financial year, the Sukuk Murabahah Medium Term Notes comprised the following tranches:

Coupon 2022
Tranche no. rates Maturity RM’000

Sukuk Murabahah Medium Term Notes


Tranche 2 5.30% 2023 90,000

ANNUAL REPORT 2023 233


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

39. LOANS AND BORROWINGS (continued)

(d) The borrowings of the Group and of the Company are secured by the following:

(i) A letter of negative pledge over the assets of the Company with certain bankers;

(ii) Certain landed properties of the Group as follows: and

Group
2023 2022
RM’000 RM’000

Property, plant and equipment:


- buildings 3,963 4,189
- bearer plants 88,152 79,237
Land use rights 1,151 1,307
93,266 84,733

(iii) Biological assets of the Company amounted to approximately RM110,174,000 (2022: RM116,883,000).

(e) Sukuk Murabahah Medium Term Notes

TSH Sukuk Murabahah Sdn. Bhd., a wholly owned subsidiary of the Company, issued the first series of Sukuk
Murabahah Medium Term Notes amounted to RM90,000,000, in nominal value, for tenure of 7 years in June
2016. In the financial year 2021, the Company issued the second series of Sukuk Murabahah Medium Term Notes
amounted to RM60,000,000, in nominal value for tenure of 5 years.

During the financial year, the Group redeemed the first series of Sukuk Murabahah Medium Term Notes amounted
to RM90,000,000.

In the previous financial year, the Group redeemed the second series of Sukuk Murabahah Medium Term Notes
amounted to RM60,000,000.

The unutilised portion of the Sukuk Murabahah Medium Term Notes as at 31 December 2023 amounted to
RM150,000,000 (2022: RM60,000,000).

(f) The maturity of the term loans is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Not later than 1 year 57,294 89,236 57,294 89,236


Later than 1 year and not later than
2 years 53,212 55,974 53,212 55,974
Later than 2 years and not later than
5 years 21,000 72,852 21,000 72,852
Later 5 years or more 36,751 36,034 36,751 36,034
168,257 254,096 168,257 254,096

234 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

39. LOANS AND BORROWINGS (continued)

(g) The carrying amounts of the current portion of loans and borrowings are reasonable approximation of fair value
due to the insignificant impact of discounting.

The fair values of non-current loans and borrowings that carry floating interest rates approximate their carrying
amounts as they are repriced to market interest rates on or near the reporting date.

In the previous financial year, the carrying amounts of Sukuk Murabahah Medium Term Notes, which bore fixed
interest rates were reasonable approximation of their fair values and would not be significantly different from the
values that would eventually be settled.

The fair value of borrowings is categorised as Level 2 in the fair value hierarchy. There is no transfer between levels
in the hierarchy during the financial year.

(h) The maturity profile of loans and borrowings of the Group and of the Company at the end of the reporting period
based on contractual undiscounted repayment obligations is summarised in the table below:

On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000

Group
As at 31 December 2023
Loans and borrowings 197,493 77,746 41,769 317,008

As at 31 December 2022
Loans and borrowings 406,057 137,336 41,299 584,692

Company
As at 31 December 2023
Loans and borrowings 125,630 77,746 41,769 245,145

As at 31 December 2022
Loans and borrowings 203,157 137,336 41,299 381,792

(i) At the end of the reporting period, if interest rates had been 25 basis points lower/higher, with all other variables
held constant, the Group’s and the Company’s profit net of tax would have been RM572,000 (2022: RM719,000)
and RM437,000 (2022: RM681,000) higher/lower respectively, arising mainly as a result of lower/higher interest
expense (net of interest expense capitalised) on loans and borrowings. The assumed movement in basis points for
interest rate sensitivity analysis is based on the currently observable market environment.

ANNUAL REPORT 2023 235


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

39. LOANS AND BORROWINGS (continued)

(j) Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s and the Company’s liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash
flows were, or future cash flows will be, classified in the Group’s and the Company’s statements of cash flows as
cash flows from financing activities.

Non-cash
1.1.2023 Cash flows changes* 31.12.2023
RM’000 RM’000 RM’000 RM’000

Group
Bankers’ acceptances 16,046 24,817 - 40,863
Revolving credits 198,500 (105,500) - 93,000
Terms loans 254,096 (88,519) 2,680 168,257
Sukuk Murabahah Medium Term Notes 90,000 (90,000) - -
Loans and borrowings 558,642 (259,202) 2,680 302,120

Company
Revolving credits 104,500 (42,500) - 62,000
Terms loans 254,096 (88,519) 2,680 168,257
Loans and borrowings 358,596 (131,019) 2,680 230,257

Non-cash
1.1.2022 Cash flows changes* 31.12.2022
RM’000 RM’000 RM’000 RM’000

Group
Bankers’ acceptances 51,883 (35,837) - 16,046
Revolving credits 292,783 (94,283) - 198,500
Terms loans 564,585 (315,925) 5,436 254,096
Sukuk Murabahah Medium Term Notes 150,000 (60,000) - 90,000
Sukuk Murabahah Islamic Commercial
Papers 50,000 (50,000) - -
Loans and borrowings 1,109,251 (556,045) 5,436 558,642

Company
Revolving credits 250,283 (145,783) - 104,500
Terms loans 564,585 (315,925) 5,436 254,096
Loans and borrowings 814,868 (461,708) 5,436 358,596

*
Represents foreign exchange differences.

236 Annual Report 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

40. RETIREMENT BENEFITS

Group
2023 2022
RM’000 RM’000

At 1 January 17,324 19,158


Charge for the year recognised in profit or loss 5,346 1,077
Interest cost 1,325 1,167
Current service cost 4,770 4,131
Past service cost (749) (4,221)

Recognised in other comprehensive income:


Actuarial gains arising from changes in assumption in respect of:
- current year 870 (1,340)
870 (1,340)
Actual benefit payment (1,522) (975)
Exchange differences 964 (596)
At 31 December 22,982 17,324

The amounts recognised on the statements of financial position are determined as


follows:
Present value of obligations 22,982 17,324
Net liabilities 22,982 17,324

(a) The Group provides additional provisions for employee service entitlements in order to meet the minimum
benefits required to be paid to qualified employees, as required under the Indonesian Labour Law No. 6/2023
(the “Labour Law”). The said additional provisions, which are unfunded, are estimated using actuarial calculations.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit
method.

(b) The Group’s obligation under the defined benefit plan is determined based on the latest actuarial valuations by
an independent actuary in December 2023.

(c) Principal actuarial assumptions used at the end of the reporting period in respect of the Group’s defined benefit
plans are as follows:

2023 2022
% %

Discount rate 6.75 7.50


Expected return of salary increase 4.00 4.00

ANNUAL REPORT 2023 237


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

40. RETIREMENT BENEFITS (continued)

(d) The sensitivity analysis below has been determined based on reasonably possible changes of each significant
assumption on the defined benefit obligation as at the end of the reporting period, assuming if all other
assumptions were held constant:

31 December 31 December
2023 Impact 2022 Impact
on defined on defined
benefits benefits
obligation obligation
Increase/ Increase/
(Decrease) (Decrease)
RM’000 RM’000

Discount rate + 1% 5,454 4,457


- 1% (4,046) (3,408)

Future salary + 1% 5,938 4,916


- 1% (3,563) (2,949)

Mortality + 10% 6,333 5,243


- 10% (5,278) (4,370)

Disable or illness + 5% 6,069 5,025


- 5% (5,542) (4,588)

41. TRADE AND OTHER PAYABLES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Current
Trade payables
Third parties 26,786 31,671 - -

Other payables
Amounts due to subsidiaries - - 112,919 195,569
Accruals 36,157 44,799 5,936 6,514
Contract liabilities (Note 31) 1,297 897 - -
Other deposits 18,036 17,124 373 409
Sundry payables 41,126 47,570 6,644 7,110
Financial guarantee contracts 73 97 255 504
96,689 110,487 126,127 210,106
123,475 142,158 126,127 210,106

238 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

41. TRADE AND OTHER PAYABLES (continued)

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Total trade and other payables 123,475 142,158 126,127 210,106


Add: Lease liabilities (Note 20) 1,375 1,935 55 78
Add: Loans and borrowings (Note 39) 302,120 559,111 230,257 358,596

Total financial liabilities carried at amortised


cost 426,970 703,204 356,439 568,780

Trade and other payables are classified as financial liabilities and measured at amortised cost.

(a) Trade payables

Trade payables are non-interest bearing and the normal trade credit terms granted to the Group and the Company
range from 30 to 60 days (2022: 30 to 60 days).

(b) Other deposits

Include in other deposits of the Group were downpayments received amounted to IDR59,209,000,000 or
equivalent to RM17,644,000 (2022: IDR59,209,000,000 or equivalent to RM16,697,000) for the proposed disposals
as disclosed in Note 46.1 to the financial statements.

(c) Amounts due to subsidiaries

Except for the current amounts due to certain subsidiaries totalling RM61,911,000 (2022: RM148,819,000) that
are interest bearing, the current amounts due to other subsidiaries are non-interest bearing, unsecured and are
payable within the next twelve (12) months.

The effective interest rate per annum of amounts due to subsidiaries as at the end of the reporting period were as
follows:

Company
2023 2022 2023 2022
% % RM’000 RM’000

Floating rate
Current amounts due to subsidiaries 5.01 - 5.49 3.44 - 4.80 61,911 58,819

Fixed rate
Current amounts due to subsidiaries - 5.30 - 90,000

ANNUAL REPORT 2023 239


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

41. TRADE AND OTHER PAYABLES (continued)

(c) Amounts due to subsidiaries (continued)

At the end of reporting date, if interest rates had been 25 basis points lower/higher, with all other variables held
constant, the Company’s profit net of tax would have been RM118,000 (2022: RM112,000) higher/lower, arising
mainly as a result of lower/higher interest expense on amount due to subsidiaries. The assumed movement in
basis points for interest rate sensitivity analysis is based on the currently observable market environment.

Sensitivity analysis for fixed rate interest bearing amounts due to subsidiaries as at the end of the reporting period
is not presented as they are not affected by changes in interest rates.

(d) Financial guarantees contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to
reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in
accordance with the terms of a debt instrument.

Financial guarantee contracts are recognised as financial liabilities at the time the guarantees are issued. The
liability is initially measured at fair value and subsequently at the higher of the amount determined in accordance
with the expected loss model under MFRS 9 and the amount initially recognised less amortisation.

The fair value of financial guarantees is determined based on the present value of the difference in cash flows
between the contractual payments required under the debt instrument and the payments that would be required
without the guarantee, or the estimated amount that would be payable to a third party for assuming the obligations.

The nominal amounts of financial guarantees provided by the Group and by the Company are as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Banking facilities granted to subsidiaries - - 50,000 98,756


Guarantee given to a financial institution
under a Plasma Scheme 24,227 30,745 10,815 18,495

The movement of the financial guarantee contracts during the financial year is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

At 1 January 97 144 504 287


Fair value changes on financial guarantee
contracts (24) (47) (249) 217
At 31 December 73 97 255 504

240 ANNUAL REPORT 2023


FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

41. TRADE AND OTHER PAYABLES (continued)

(e) The maturity profile of the trade and other payables of the Group and of the Company at the end of the reporting
period based on contractual undiscounted repayment obligations is summarised in the table below:

On demand
or within One to Over
one year five years five years Total
RM’000 RM’000 RM’000 RM’000

Group
As at 31 December 2023
Trade and other payables 123,475 - - 123,475

As at 31 December 2022
Trade and other payables 142,158 - - 142,158

Company
As at 31 December 2023
Trade and other payables 129,501 - - 129,501

As at 31 December 2022
Trade and other payables 215,438 - - 215,438

42. COMMITMENTS

Capital expenditure as at the end of the reporting period is as follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Capital expenditure:
Property, plant and equipment:
Approved and contracted for 13,707 13,580 170 819
Approved but not contracted for 48,593 31,719 875 739
62,300 45,299 1,045 1,558

ANNUAL REPORT 2023 241


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

43. SIGNIFICANT RELATED PARTY DISCLOSURES

(a) Identities of related parties

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the
party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or common significant influence. Related parties
may be individuals or other entities.

The Group has related party relationship with its direct and indirect subsidiaries, associate, joint ventures, Directors
and key management personnel.

In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had
the following transactions with related parties during the financial year:

2023 2022
Note RM’000 RM’000

Group
Joint ventures:
Sales of crude palm oil (i) (229,411) (338,201)
Sales of palm kernel (i) (31,588) (56,099)
Transportation fees received (i) (953) (966)
Sale of laran plantlet & plantable to a subsidiary of an associate (i) (887) (685)
Purchase of fresh fruit bunches from a subsidiary of an associate (ii) - 2,525
Purchase of fresh fruit bunches from a company in which the family
member of a Director of the Company has equity interests (ii) 1,820 3,075
Purchase of fresh fruit bunches from spouse of a Director (ii) 980 1,391

Company
Transactions with subsidiaries:
Sales of fresh fruit bunches (i) - (2,036)
Interest income (iii) (16,837) (30,105)
Interest expense on advances (iii) 7,093 13,625
Management fees received (22,224) (23,776)
Dividend income (78,252) (127,285)
Rental income (i) (2,290) (2,435)
Management fees paid 3,300 5,381

Transactions with an associate:


Dividends received (9,981) (23,113)

Transactions with joint ventures:


Dividends received - (15,000)

242 ANNUAL REPORT 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

43. SIGNIFICANT RELATED PARTY DISCLOSURES (continued)

(a) Identities of related parties (continued)

(i) The sales of products, rental and rendering of services to subsidiaries, subsidiary of an associate, and joint
ventures were made according to the published prices, market value or negotiation between both parties
and other conditions.

(ii) The purchase of fresh fruit bunches from a subsidiary of an associate and/or a company in which the family
member of a Director of the Company has equity interests and/or spouse of a Director were made according
to the published prices.

(iii) The interest income and expense arose from the amounts due from/to subsidiaries. Further details are
disclosed in Note 27 and Note 41 to the financial statements.

Information regarding outstanding balances arising from related party transactions as at 31 December 2023 is
disclosed in Note 27 and Note 41 to the financial statements.

(b) Compensation of key management personnel

The remuneration of Directors, which also includes the members of key management during the year was as
follows:

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Short-term employee benefits 4,794 6,394 4,732 6,329


Post-employment benefits:
Defined contribution plan 722 1,361 715 903
5,516 7,755 5,447 7,232

Annual Report 2023 243


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

44. ADOPTION OF NEW MFRSs AND AMENDMENTS TO MFRSs

44.1 New MFRSs adopted during the current financial year

The Group and the Company adopted the following Standard and Amendments of the MFRS Framework that
were issued by the Malaysian Accounting Standards Board (“MASB”) during the financial year:

Title Effective Date

MFRS 17 Insurance Contracts 1 January 2023


Amendments to MFRS 17 Initial Application of MFRS 17 and MFRS 9 - Comparative
Information 1 January 2023
Amendments to MFRS 101 Disclosure of Accounting Policies 1 January 2023
Amendments to MFRS 108 Definition of Accounting Estimates 1 January 2023
Amendments to MFRS 112 Deferred tax related to Assets and Liabilities arising from a
Single Transaction 1 January 2023
Amendments to MFRS 112 International Tax Reform - Pillar Two Model Rules Refer paragraph
98M of MFRS 112

The adoption of the above Standard and Amendments did not have any material effect on the financial
performance or position of the Group and of the Company.

44.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after
1 January 2024

The following are Amendments of the MFRS Framework that have been issued by the MASB but have not been
early adopted by the Group and the Company:

Title Effective Date

Amendments to MFRS 16 Lease liability in a sale and leaseback 1 January 2024


Amendments to MFRS 101 Classification of Liabilities as Current or Non-current 1 January 2024
Amendments to MFRS 101 Non-current Liabilities with Covenants 1 January 2024
Amendments to MFRS 107 and MFRS 7 Supplier Finance Arrangements 1 January 2024
Amendments to MFRS 121 Lack of Exchangeability 1 January 2025
Amendments to MFRS 10 and MFRS 128 Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture Deferred

The Group and the Company are in the process of assessing the impact of implementing these Amendments,
since the effects would only be observable for the future financial years.

244 Annual Report 2023


Financial Statements

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

45. CONTINGENT LIABILITIES

45.1 PT Sarana Prima Multi Niaga (“PT SPMN”), a subsidiary of the Group submitted judicial reviews to the Supreme
Court of Republic of Indonesia on the Notices of Tax Underpaid Assessment received for fiscal year 2011
showing underpayments on Value Added Tax and Withholding Tax Articles 4(2) and 23 amounting to equivalent
RM4,305,000 (including penalty and interest). In March 2023, the Supreme Court of Republic of Indonesia ruled
in favour in PT SPMN in relation to one of the Notices of Tax Underpaid on Withholding Tax Articles 23. Based on
consultation with the tax consultant, the Group is of the opinion that PT SPMN has a valid defence against the said
Tax Office’s assessments.

45.2 PT Teguh Swakarsa Sejahtera (“PT TSS”), a subsidiary of the Group has an outstanding appeal at the local Tax
Court on the Notice of Tax Underpaid Assessment received for fiscal year 2016 showing an underpayment of
Corporate Income Tax amounting to equivalent RM8,139,000 (including penalty and interest). In June 2023,
PT TSS submitted a tax appeal to the Local Tax Court on Tax Loss Carry Forward amounting to approximately
RM9,031,000 for fiscal year 2019. Based on consultation with the tax consultants, the Group is of the opinion that
PT TSS has a valid defence against the said Tax Office’s assessments.

45.3 PT Andalas Agro Industri (“PT AAI”), a subsidiary of the Group has outstanding appeals at the local Tax Court
on the Notices of Tax Underpaid Assessment received for fiscal year 2019 showing underpayments of Value
Added Tax amounting to equivalent RM1,021,000 (including penalty). In October 2023, PT AAI has won the said
assessment and the tax court has granted PT AAI the said Value Added Tax which will be refunded from the Tax
Office.

45.4 PT Bulungan Citra Agro Persada (“PT BCAP”), a subsidiary of the Group has outstanding appeals at the local Tax
Court on Notices of Tax Underpaid Assessment received for fiscal year 2019 showing underpayments on Value
Added Tax and Withholding Tax Articles 4(2) and 21 amounting to equivalent RM1,040,000 (including penalty
and interest). Based on consultation with the tax consultant, the Group is of the opinion that PT BCAP has a valid
defence against the said Tax Office’s assessments.

45.5 PT Farinda Bersaudara (“PT FDB”), a subsidiary of the Group has outstanding appeals at the local Tax Court on
Notices of Tax Underpaid Assessment received for fiscal year 2019 showing underpayments on Value Added Tax
and Withholding Tax Articles 4(2) and 21 amounting to equivalent RM8,083,000 (including penalty and interest).
In August 2023, PT FDB submitted a tax appeal to the local Tax Court on Corporate Income Tax, Value Added
Tax and Withholding Tax Articles 4(2) amounting to equivalent RM11,832,000 (including penalty and interest) for
fiscal year 2020. Based on consultation with the tax consultants, the Group is of the opinion that PT FDB has a
valid defence against the said Tax Office’s assessments.

45.6 In December 2023, PT Andalas Wahana Sukses (“PT AWS”), a subsidiary of the Group submitted a tax appeal to
the local Tax Court on Notices of Tax Underpaid Assessment received for fiscal year 2020 showing underpayments
on Corporate Income Tax and Withholding Tax Articles 23 amounting to RM5,345,000 (including penalty and
interest). Based on consultation with the tax consultant, the Group is of the opinion that PT AWS has a valid
defence against the said Tax Office’s assessments.

Other than the above, there are also ongoing objections with the local tax authority on certain disputed tax assessments,
which the Group is of the view that it has valid explanations to justify.

In accordance with MFRS 137 Provisions, Contingent Liabilities and Contingent Assets, the Group discloses the
contingent liabilities relating to the tax cases of the subsidiaries in Indonesia as there is a present obligation that arose
from past event, although the amounts of obligation could not be measured with sufficient reliabilities at this juncture.

Annual Report 2023 245


TSH RESOURCES BERHAD 197901005269 (49548-D)

NOTES TO THE FINANCIAL STATEMENTS


31 DECEMBER 2023

46. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

46.1 On 4 April 2022, PT Bulungan Citra Agro Persada (“PT BCAP”), a 90% owned subsidiary of the Company entered
into a conditional sale, purchase and compensation of land agreement (“CSPA”) with PT Kawasan Industri
Kalimantan Indonesia (“KIKI”) and PT Kalimantan Industrial Park Indonesia (“KIPI”) for the proposed disposal by
PT BCAP of 13,214.90 hectares of certificated land together with 683.36 hectares of uncertified land adjoining
thereto (collectively referred to as “the Sale Land”) for a total cash consideration of IDR2,428.86 billion (or
equivalent to approximately RM731,090,000).

On 8 August 2022, the disposal of 7,817.36 hectares of the Sale Land was completed.

On 18 January 2023, the disposal for 574.56 hectares of the uncertified land was completed for cash consideration
amounted to RM28,717,000, which is subject to 2.5% tax on the cash consideration amounted to RM718,000 and
this has been recognised in administrative expenses within Statements of Comprehensive Income during the
financial year. The Group recorded a gain on disposal of RM27,604,000 in the financial statements.

On 4 July 2023, KIKI and KIPI had respectively exercised their options to grant BCAP an Extended Long Stop Date
period of the CSPA of 12 months from 4 July 2023 to 4 July 2024.

The proposed disposal of the remaining of the Sale Land is expected to be completed within the next twelve (12)
months and has continued to be classified as assets held for sale.

46.2 On 21 July 2023, the Company announced its intention to undertake a secondary listing of and quotation for its
entire issued ordinary shares on the Main Board of SGX-ST by way of introduction (“Proposed Secondary Listing”).

On 26 September 2023, the Proposed Secondary Listing was completed following the listing of and quotation for
the entire issued share capital of the Company on the Main Board of the SGX-ST. The shares are and will continue
to be listed on the Main Market of Bursa Securities, which will remain as the primary stock exchange on which the
shares are listed.

246 Annual Report 2023


Other Information

ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2024

Issued Share Capital : 1,380,173,509 ordinary shares (net of 1,629,000 treasury shares)

Class of Shares : Ordinary shares

Voting Rights : One vote per ordinary share

1. ANALYSIS BY SIZE OF SHAREHOLDINGS

No. of No. of
Size of shareholdings shareholders % shares held %

1 - 99 348 3.42 12,212 Negligible


100 - 1,000 978 9.61 569,197 0.04
1,001 - 10,000 5,016 49.32 26,425,904 1.91
10,001 - 100,000 3,153 31.00 103,604,714 7.51
100,001 - 69,008,674* 674 6.63 926,881,124 67.16
69,008,675 and above** 2 0.02 322,680,358 23.38
Total 10,171 100.00 1,380,173,509 100.00

* Less than 5% of issued shares


** 5% and above of issued shares

2. DIRECTORS’ SHAREHOLDINGS

No. of shares held


Name Direct % Indirect* %

Datuk Kelvin Tan Aik Pen 342,708,887 24.83 - -


Dato’ Aik Sim, Tan 55,281,134 4.01 - -
Dato’ Jasmy bin Ismail - - - -
Natasha binti Mohd Zulkifli - - - -
Yap Boon Teck - - - -
Velayuthan a/l Tan Kim Song - - - -
Paul Lim Joo Heng - - - -
Tan Aik Kiong 57,348,265 4.16 27,125 **
Lim Fook Hin 2,102,000 0.15 500,000 0.04

* Deemed interested by virtue of Section 59(11)(c) of the Companies Act 2016


** Negligible

3. SUBSTANTIAL SHAREHOLDERS

No. of
Name shares held %

Datuk Kelvin Tan Aik Pen 342,708,887 24.83


Tan Aik Yong 71,859,287 5.21

Annual Report 2023 247


TSH RESOURCES BERHAD 197901005269 (49548-D)

ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2024

4. THIRTY (30) LARGEST SHAREHOLDERS

No. of
Name shares held %

1. Citigroup Nominees (Asing) Sdn. Bhd. 250,398,600 18.14


Exempt AN for The Central Depository (Pte.) Limited

2. Tan Aik Pen 72,281,758 5.24

3. Tan Aik Yong 55,910,287 4.05

4. Tan Aik Sim 55,281,134 4.01

5. Tan Aik Kiong 48,303,050 3.50

6. Citigroup Nominees (Asing) Sdn. Bhd. 47,409,862 3.44


Exempt AN for UBS AG Singapore

7. UOB Kay Hian Nominees (Asing) Sdn. Bhd. 46,410,358 3.36


Exempt AN for UOB Kay Hian Pte. Ltd.

8. Tan Ah Seng 39,518,444 2.86

9. Lembaga Tabung Haji 39,461,100 2.86

10. CIMB Group Nominees (Asing) Sdn. Bhd. 38,483,958 2.79


Exempt AN for DBS Bank Ltd.

11. Tan Ek Huat 32,163,423 2.33

12. Tan Aik Pen 30,000,000 2.17

13. iFAST Nominees (Asing) Sdn. Bhd. 28,117,500 2.04


Exempt AN for iFAST Financial Pte. Ltd.

14. Tan Aik Hwa 23,441,139 1.70

15. AmanahRaya Trustees Berhad 21,395,100 1.55


Public Islamic Opportunities Fund

16. DB (Malaysia) Nominee (Tempatan) Sendirian Berhad 14,028,300 1.02


Deutsche Trustees Malaysia Berhad for Eastspring Investments Small Cap Fund

17. AmanahRaya Trustees Berhad 13,585,550 0.98


Public SmallCap Fund

18. UOB Kay Hian Nominees (Asing) Sdn. Bhd. 13,100,000 0.95
Exempt AN for UOB Kay Hian Pte. Ltd.

19. Teo Han Ching @ Teo Jin Hwa 11,805,000 0.86

20. Cartaban Nominees (Asing) Sdn. Bhd. 11,096,500 0.80


Exempt AN for LGT Bank AG

248 Annual Report 2023


Other Information

ANALYSIS OF SHAREHOLDINGS
AS AT 15 MARCH 2024

4. THIRTY (30) LARGEST SHAREHOLDERS (continued)

No. of
Name shares held %

21. Tan Aik Hwa 10,744,355 0.78

22. Cartaban Nominees (Asing) Sdn. Bhd. 10,038,000 0.73


SSBT Fund WTAU for WisdomTree Emerging Markets SmallCap Dividend Fund

23. Tan Aik Yong 9,304,000 0.67

24. AmanahRaya Trustees Berhad 8,975,200 0.65


Public Islamic Select Treasures Fund

25. Tan Aik Yong 6,250,000 0.45

26. Tan Aik Pen 5,427,129 0.39

27. Citigroup Nominees (Tempatan) Sdn. Bhd. 5,316,000 0.39


Employees Provident Fund Board

28. Cartaban Nominees (Asing) Sdn. Bhd. 5,082,600 0.37


SSBT Fund TCT9 for California State Teachers Retirement System

29. HSBC Nominees (Tempatan) Sdn. Bhd. 4,737,400 0.34


HSBC (M) Trustee Bhd for Manulife Investment Al-Faid

30. Teo Han Ching @ Teo Jin Hwa 4,700,000 0.34

Annual Report 2023 249


TSH RESOURCES BERHAD 197901005269 (49548-D)

LIST OF TOP 10 PROPERTIES HELD BY TSH GROUP


AS AT 31 DECEMBER 2023

Approximate Net book Date of


age of value as at Acquisition/
Existing building 31.12.23 (Date of last
Location Description Area use Tenure (years) RM revaluation)

Desa Penawai, Bekokong Plantation 12,628 Ha Oil Palm 35-year lease 11 years 222,811,613 26.12.2008
Makmur, Kecamatan Bongan land Plantation expiring on (mill)
Jempang & Desa Jambuk, & Mill 18.02.2045 for land
Muara Gusik Penawai, under Desa Penawai,
Tanjung Sari, Kecamatan Bekokong Makmur &
Bongan & Desa Jambuk 35-year lease expiring
Makmur, Kecamatan Bongan on 24.02.2045 for
Desa Muara Siram, Siram land under Desa
Jaya, Resak Kampung, Resak, Desa Jambuk,
Kecamatan Bongan, Desa Muara Gusik,
Resak, Kecamatan Bongan, Penawai, Tanjung
Kabupaten Kutai Barat, Sari, Desa Jambuk
Provinsi Kalimantan Timur Makmur, Desa Muara
Siram, Siram Jaya dan
Resak Kampung

Desa Tanah Kuning & Desa Plantation 5,398 Ha Oil Palm 35-year lease expiring Not 221,384,353 16.08.2011
Mangkupadi Kecamatan land Plantation on 03.10.2046 applicable
Tanjung Palas Timur
Kabupaten Bulungan
Provinsi Kalimantan Utara

Desa Samba Katung, Samba Plantation 3,386 Ha Oil Palm Pending Not 135,434,016 29.10.2009
Bakumpai Telok Petak land Plantation applicable
Puti, Tewang Panjang,
Tumbang Lahang Kecamatan
Katingan Tengah & Desa
Tura Tumbang Tanjung,
Kecamatan Pulau Malan
Kabupaten Katingan,
Provinsi Kalimantan Tengah

Kabupaten Dharmasraya, Plantation 3,197 Ha Oil Palm 35-year lease expiring 6 years 131,790,302 29.12.2005
Provinsi Sumatera Barat land Plantation on 18.10.2053 & (mill)
& Mill 30-year lease expiring
on 22.09.2051

Desa Muara Siram, Plantation 10,282 Ha Oil Palm 35-year lease expiring Not 119,555,252 01.04.2006
Kecamatan Bongan land Plantation on 13.07.2040 applicable
Kabupaten Kutai Barat
Provinsi Kalimantan Timur

250 ANNUAL REPORT 2023


OTHER INFORMATION

LIST OF TOP 10 PROPERTIES HELD BY TSH GROUP


AS AT 31 DECEMBER 2023

Approximate Net book Date of


age of value as at Acquisition/
Existing building 31.12.23 (Date of last
Location Description Area use Tenure (years) RM revaluation)

Desa Langgam/Katiagan, Plantation 7,309 Ha Oil Palm 35-year lease expiring Not 103,873,785 01.05.2006
Kecamatan Pasaman land Plantation on 31.12.2029 for applicable
Kabupaten Pasaman & land under Desa
Nagari Kinali, Kecamatan Langgam Katiagan &
Kinali Kabupaten Pasaman 35-year lease expiring
Barat, Provinsi Sumatera on 16.02.2044 for
Barat land under Nagari
Kinali

Desa Rantau Makmur, Plantation 4,211 Ha Oil Palm Pending Not 101,457,467 22.02.2013
Tanjung Labu Kecamatan land Plantation applicable
Rantau Pulung Kabupaten
Kutai Timur Kalimantan
Timur

Desa Pelantaran, Pundu Plantation 7,114 Ha Oil Palm 35-year lease expiring 13 years 100,733,654 12.04.2007
& Bajarau Kecamatan land Plantation on 15.05.2041 (mill)
Cempaga Hulu & & Mill
Parenggean Kabupaten
Kotawaringin Timur Provinsi
Kalimantan Tengah

Desa Muara Ponak, Plantation 8,016 Ha Oil Palm 35-year lease expiring Not 89,778,460 18.10.2011
Kenyanyan, Rikong, Kiyaq land Plantation on 22.10.2048 applicable
Kecamatan Siluq Ngurai 35-year lease expiring
Kabupaten Kutai Barat, on 04.11.2051
Provinsi Kalimantan Timur

Title No. CL105365955 Plantation 2,387 Oil palm Leasehold land from Not 42,884,993 (11.12.2015)
Kalumpang, Tawau Sabah land acres plantation 01.01.1977 to applicable
31.12.2075

ANNUAL REPORT 2023 251


This page has been intentionally left blank.
CDS Account No.
Registration No. 197901005269 (49548-D)
(Incorporated in Malaysia)
Contact No. Shareholder:
Proxy Holder 1: Proxy Holder 2:
PROXY FORM
I/We ^
NRIC/Company No.:
(FULL NAME IN CAPITAL LETTERS)

of
(FULL ADDRESS)

being *a member/members of TSH RESOURCES BERHAD hereby appoint


(FULL NAME IN CAPITAL LETTERS)

^
NRIC/Passport No.:

Email Address : of
(FULL ADDRESS)

and/or ^failing him/her NRIC/Passport No.:


^

(FULL NAME IN CAPITAL LETTERS)

Email address: of
(FULL ADDRESS)

or failing ^him/her, THE CHAIRMAN OF THE MEETING as ^my/our proxy to attend, speak and vote for ^me/us on ^my/our behalf at the
44th Annual General Meeting (“44th AGM”) of the Company to be held on a fully virtual basis through live streaming and online remote
voting via the online meeting platform at https://meeting.boardroomlimited.my/(Domain Registration No. with MYNIC-D6A357657) on
Monday, 20 May 2024 at 10.00 a.m. and any adjournment thereof and to vote as indicated below:

*FOR *AGAINST
Resolution 1 To approve payment of Directors’ fees of RM281,077 for the financial year
ended 31 December 2023
Resolution 2 To approve payment of Directors’ benefits (excluding Directors’ fees) of up
to an aggregate amount of RM2,200,000 from the date immediately after the
44th AGM of the Company to the date of the next annual general meeting of
the Company in 2025
To re-elect the following Directors who are retiring in accordance with Clause
100 of the Company’s Constitution:
Resolution 3 (a) Tan Aik Kiong
Resolution 4 (b) Lim Fook Hin

Resolution 5 (c) Yap Boon Teck


Resolution 6 To re-elect Velayuthan a/l Tan Kim Song who is retiring in accordance with
Clause 97 of the Company’s Constitution
Resolution 7 To reappoint BDO PLT as the Company’s auditors and to authorise Directors
to fix their remuneration
Resolution 8 To approve the proposed authority to issue shares and waiver of pre-emptive
rights
Resolution 9 To approve the Proposed Renewal of the Authority for Share Buy-Back

Resolution 10 To retain Dato’ Jasmy bin Ismail as an Independent Non-Executive Director

* Please indicate with an “X” in the space provided for each resolution. Unless voting instructions are indicated in the space above, the proxy will vote
or abstain as he/she thinks fit and if no name is inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.
^
Strike out whichever is inapplicable.

Signed this day of 2024

% of shareholdings
to be represented by the proxies:
No. of shares %
No. of shares held
Proxy 1
Proxy 2
Signature/Common Seal of Appointor Total
Notes:

1. The 44th AGM of the Company will be conducted on a fully virtual basis through live streaming and online remote voting via Remote Participation
and Electronic Voting (“RPEV”) facilities provided by Boardroom Share Registrars Sdn. Bhd.. Please follow the procedures provided in the
Administrative Guide which is available on the Company’s website at https://www.tsh.com.my/investor-relations/shareholders-meeting/ in
order to register, participate and vote remotely.
2. Pursuant to the latest Guidance Note and Frequently Asked Questions on the Conduct of General Meetings for Listed Issuers issued by the
Securities Commission of Malaysia, all meeting participants of a fully virtual general meeting including the Chairman of the meeting, members
of the Board, senior management and shareholders are to participate in the meeting online, and an online meeting platform can be recognised
as the meeting venue or place under Section 327(2) of the Companies Act 2016 provided that the online platform is located in Malaysia.
3. With the RPEV facilities, you may exercise your right as a member of the Company to participate (including posing questions to the Company)
and vote at the 44th AGM. If you are unable to participate, you are strongly encouraged to appoint the Chairman of the meeting as your proxy
to attend and vote on your behalf at the 44th AGM.
4. Only depositors whose names appear in the Record of Depositors as at 13 May 2024 will be regarded as members and be entitled to attend,
speak and vote at the meeting.
5. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote in
his stead. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholdings to
be represented by each proxy. A proxy may but need not be a member of the Company.

Fold here

AFFIX
STAMP

Boardroom Share Registrars Sdn. Bhd.


11th Floor, Menara Symphony
No. 5 Jalan Prof. Khoo Kay Kim
Seksyen 13, 46200 Petaling Jaya
Selangor

Fold here

6. If the Proxy Form is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit and if no names
are inserted in the space for the name of proxy, the Chairman of the meeting will act as proxy.
7. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners
in one securities account (“Omnibus Account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint
in respect of each Omnibus Account it holds.
8. The instrument appointing a proxy shall be in writing under the hand of the depositor or his attorney duly authorised in writing or if such
appointor is a corporation, under its common seal. If you wish to appoint a proxy to attend and vote on your behalf at the 44th AGM, you may
deposit the duly completed and signed Proxy Form at the office of the Company’s share registrar, Boardroom Share Registrars Sdn. Bhd. at 11th
Floor, Menara Symphony, No. 5 Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor not later than 48 hours before the time
appointed for holding this meeting or adjourned meeting. Alternatively, you may lodge your Proxy Form electronically through Boardroom
Smart Investor Portal at https://investor.boardroomlimited.com by logging in and selecting “Submit eProxy Form” not later than 48 hours
before the time appointed for holding this meeting or adjourned meeting. Please follow the procedures provided in the Administrative Guide
in order to participate in the 44th AGM.
9. Pursuant to Paragraph 8.29A of Bursa Securities Main Market Listing Requirements, all resolutions set out in the Notice of 44th AGM will be put
to vote by poll.
www.tsh.com.my

TSH RESOURCES BERHAD


197901005269 (49548-D)
Level 10, Menara TSH,
No. 8 Jalan Semantan, Damansara Heights,
50490 Kuala Lumpur, Malaysia
T : +(6) 03 2084 0888
F : +(6) 03 2084 0828
E : tsh@tsh.com.my

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