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Techbond - AR 2023

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BUILDING GROWTH MOMENTUM

WHILE CULTIVATING SUSTAINABILITY

YOUR TECHNICAL BONDING PARTNER ANNUAL REPORT 2023

CONNECT WITH US

www.techbond.com.my

T E C HB O N D G R O U P B E RH A D
No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota Kemuning,
40460 Shah Alam, Selangor Darul Ehsan,Malaysia
Tel: +603-5122 3333 | Fax: +606-5122 3888
Email: adhesive@techbond.com.my
contents

Corporate information 02

Corporate Structure 03

Directors’ Profile 04

profiles of Key Senior Management 09

financial highlights 10

management discussion and analysis 11


Statement

corporate governance overview statement 22

Audit and Risk Management Committee 38


Report

Statement on Risk Management and Internal 44


Control
19
SUSTAINABILITY
additional Compliance Information 49 STATEMENTS

Statement of Directors’ Responsibilities 50

financial statements 51

List of Properties 109

analysis of shareholdings 110

analysis of Warrants Holdings 112 10


finan c ial
highlights
notice of the annual general meeting 114

Statement Accompanying Notice of the 120


Annual General Meeting

Administrative Guide 122

Proxy Form

01
CORPORATE
INFORMATION

Dato’ Hamzah Bin Ooi Guan Hoe


Mohd Salleh Independent Non-Executive Director
Independent Non-Executive Chairman
Selma Enolil Binti
Lee Seng Thye Mustapha Khalil
Managing Director Independent Non-Executive Director
BOARD OF
DIRECTORS Lee Seh Meng Lee Yuen Shiuan
Deputy Managing Director Alternate Director to Tan Siew Geak

Tan Siew Geak


Executive Director

AUDIT AND RISK REMUNERATION NOMINATION


MANAGEMENT COMMITTEE COMMITTEE COMMITTEE

Chairman Chairman Chairman


Ooi Guan Hoe Dato’ Hamzah Bin Mohd Salleh Dato’ Hamzah Bin Mohd Salleh

Members Members Members


Dato’ Hamzah Bin Mohd Salleh Ooi Guan Hoe Ooi Guan Hoe
Selma Enolil Binti Mustapha Khalil Selma Enolil Binti Mustapha Khalil Selma Enolil Binti Mustapha Khalil

COMPANY SECRETARY AUDITORS SHARE REGISTRAR

Ong Wai Leng Grant Thornton Malaysia PLT Tricor Investor & Issuing House
(SSM PC No. 202208000633) Registration No. 201906003682 & Services Sdn Bhd
(MAICSA 7065544) LLP0022494-LCA Unit 32-01, Level 32, Tower A
Chartered Accountants (AF 0737) Vertical Business Suite
Level 11, Sheraton Imperial Court Avenue 3, Bangsar South
REGISTERED OFFICE Jalan Sultan Ismail No. 8, Jalan Kerinchi
Unit 30-01, Level 30, Tower A 50250 Kuala Lumpur 59200 Kuala Lumpur
Vertical Business Suite Tel : 03-2692 4022 Tel : 03-2783 9299
Avenue 3, Bangsar South Fax : 03-2732 5119 Fax : 03-2783 9222
No. 8, Jalan Kerinchi Email : is.enquiry@my.tricorglobal.com
59200 Kuala Lumpur PRINCIPAL BANKER
Tel : 03-2783 9191 STOCK EXCHANGE LISTING
Fax : 03-2783 9111 Public Bank Berhad
Email : info@my.tricorglobal.com Main Market of Bursa Malaysia
Securities Berhad

HEAD OFFICE
CORPORATE WEBSITE
No. 36, Jalan Anggerik Mokara
31/59, Seksyen 31 www.techbond.com.my
Kota Kemuning, 40460 Shah Alam
Selangor Darul Ehsan INVESTOR RELATIONS
Tel : 03-5122 3333
Fax : 03-5122 3888 Email: ir@techbond.com.my

02
CORPORATE
STRUCTURE

Techbond group berhad


201601019667 (1190604-M)

100% Techbond International Sdn. Bhd.

100% Techbond MFG (Vietnam) Co., Ltd.

Techbond
100%
100% Techbond Manufacturing Sdn. Bhd.
Manufacturing
Sdn. Bhd.
100% Techbond Greentech Sdn. Bhd.

100% Techbond (Sabah) Sdn. Bhd.

100% Techbond (Vietnam) Co., Ltd.

100% Malayan Adhesives and Chemicals Sdn. Bhd.

03
DIRECTORS’
PROFILES

Dato’ Hamzah Bin Mohd Salleh, is our Independent Non-Executive


Chairman. He was appointed to our Board on 2 January 2018.

He is also the Chairman of the Remuneration Committee and the


Nomination Committee as well as a member of the Audit and Risk
Management Committee.

He graduated with a Diploma in Management from Malaysian Institute


of Management in 1980. Subsequently in 1989, he obtained a Master of
Business Administration from University of Bath, United Kingdom.

He articled at Price, Waterhouse & Co. (now known as


PricewaterhouseCoopers) in 1969 and left as Audit Assistant in 1974 to
join Pillar Naco Malaysia Sdn Bhd as Finance and Administration Manager
in 1975.

He left Pillar Naco Malaysia Sdn Bhd in 1981 to join Pernas Sime Darby
group. His last position was General Manager of Sime Swede Distribution
Services Sdn Bhd before he left in 1994. He subsequently joined Malaysia
Aica Berhad (now known as Sunsuria Berhad) as an Executive Director
in 1995 and was redesignated as a Non-Executive Director in 1997. He
DATO’ HAMZAH BIN resigned as a Non-Executive Director of Malaysia Aica Berhad in 2001.

MOHD SALLEH In April 1996, he was appointed as a Non-Executive Director of Spanco


Sdn Bhd and was redesignated as Executive Director in 1997 and was
Independent Non-Executive Chairman the Chief Executive Officer of the company. In February 2022, he was
redesignated to Deputy Chairman of Spanco Sdn. Bhd. and retired from
Nationality Gender Age the position of Deputy Chairman on 31 December 2022.
74 He was appointed to the board of directors of companies that are listed
on Bursa Malaysia Securities Berhad, namely SFP Tech Holdings Berhad
on 16 August 2021 and Rhone Ma Holdings Berhad on 1 April 2015. He
was also appointed as the Independent Non-Executive Director of PRG
Holdings Berhad on 21 July 2003 and thereafter, resigned on 27 December
2018. In addition, he sits on the board of other various private limited
companies based in Malaysia.

He has no family relationship with any Director and/or major shareholder


of the Group. In addition, he has no business or other relationship which
could materially pose a conflict of interest or interfere with the exercise
of his judgement when acting in the capacity of a Director of Techbond
which would be disadvantageous to Group. He has not been convicted
of any offences within the past five (5) years other than traffic offences
(if any), there have not been any public sanctions nor penalties imposed
upon him by relevant regulatory bodies for the financial year ended 30
June 2023.

In the financial year ended 30 June 2023, he attended all six (6) meetings
of the Board.

04
DIRECTORS’ PROFILES
(CONT’D)

Mr Lee Seng Thye (“Mr Lee”), is our Managing Director. He was appointed
to our Board on 8 November 2017.
He completed his secondary education in 1981 after he obtained two (2)
additional GCE Ordinary Level papers from the University of Cambridge
Local Examinations Syndicate - International Examinations, in addition to
his Malaysia Certificate of Education.
He started his career as a Sales Executive in furniture and fittings
industry in 1982. In 1990, he ventured into the trading of wood working
machinery and further expanded into trading of industrial adhesive in
1994. He established Techbond Manufacturing Sdn Bhd (“Techbond
Manufacturing”) to develop and manufacture industrial adhesives in 1996.
Mr Lee is the spouse of Ms Tan Siew Geak and father of both Mr Lee
Seh Meng and Mr Lee Yuen Shiuan. Save as disclosed, he has no family
relationship with any Director and/or major shareholder of the Group. In
addition, he has no business or other relationship which could materially
pose a conflict of interest or interfere with the exercise of his judgement
when acting in the capacity of a Director of Techbond which would be
disadvantageous to Group. He has not been convicted of any offences
within the past five (5) years other than traffic offences (if any), there have
not been any public sanctions nor penalties imposed upon him by relevant
Lee Seng Thye
regulatory bodies for the financial year ended 30 June 2023. Managing Director
He does not hold any directorship in any other public company and other Nationality Gender Age
listed corporation.
63
In the financial year ended 30 June 2023, he attended all six (6) meetings
of the Board.

Mr Lee Seh Meng, is our Deputy Managing Director. He was appointed as


Deputy Managing Director on 1 December 2019.
He graduated from Monash University with Bachelor of Commerce
(Accounting and Finance) in 2010 and Master of Business (International
Business) from University of Queensland in 2012.
He began his career as an Audit Assistant at TPL & Associates in October
2010. He joined our Group as a Sales Executive in February 2011. In the
same year, he left our Group to further his studies before rejoining our
Group in February 2013 as Business Development Executive. He was
promoted to Head of Business Development in November 2017.
Mr Lee Seh Meng is the son of Mr Lee and Ms Tan Siew Geak and brother of
Mr Lee Yuen Shiuan. Save as disclosed, he has no family relationship with
any Director and/or major shareholder of the Group. In addition, he has
no business or other relationship which could materially pose a conflict
of interest or interfere with the exercise of his judgement when acting in
the capacity of a Director of Techbond which would be disadvantageous
to Group. He has not been convicted of any offences within the past five
(5) years other than traffic offences (if any), there have not been any public
sanctions nor penalties imposed upon him by relevant regulatory bodies
for the financial year ended 30 June 2023.
Lee Seh meng
Deputy Managing Director
He does not hold any directorship in any other public company and other
listed corporation. Nationality Gender Age

In the financial year ended 30 June 2023, he attended four (4) out of six (6)
34
meetings of the Board.

05
DIRECTORS’ PROFILES
(CONT’D)

Ms Tan Siew Geak (“Ms Tan”), is our Executive Director. She was appointed
to our Board on 8 November 2017.
She completed her secondary education in 1979 in Melaka. She started her
career as a clerk in a transportation company in 1980 and subsequently
joined Public Bank Berhad in 1983. In 1993, she joined Mr Lee, her spouse,
to manage their own business venture. Since the commencement of
Techbond Manufacturing’s business operation in 1996, she has been
actively involved in the management and administrative functions of our
Group.
She is primarily responsible for the overall management and day-to-day
operations of our Group, including administrative and human resource
functions.
Ms Tan is the spouse of Mr Lee and mother of both Mr Lee Seh Meng and
Mr Lee Yuen Shiuan. Save as disclosed, she has no family relationship with
any Director and/or major shareholder of the Group. In addition, she has
no business or other relationship which could materially pose a conflict
of interest or interfere with the exercise of her judgement when acting in
the capacity of a Director of Techbond which would be disadvantageous
TAN SIEW GEAK to Group. She has not been convicted of any offences within the past five
(5) years other than traffic offences (if any), there have not been any public
Executive Director sanctions nor penalties imposed upon her by relevant regulatory bodies
for the financial year ended 30 June 2023.
Nationality Gender Age
She does not hold any directorship in any other public company and other
63 listed corporation.
In the financial year ended 30 June 2023, she attended all six (6) meetings
of the Board.

06
DIRECTORS’ PROFILES
(CONT’D)

Mr Ooi Guan Hoe (“Mr Ooi”), is our Independent Non-Executive Director


and was appointed to our Board on 2 January 2018.
He is the Chairman of the Audit and Risk Management Committee, and
a member of both the Remuneration Committee and the Nomination
Committee.
He obtained his Bachelor Degree in Accountancy (Honours) from University
Putra Malaysia in 1999 and is a member of the Malaysian Institute of
Accountants (“MIA”) since 2002. In June 2011, Mr Ooi completed an
executive education program co-organised by Harvard Business School
and Tsinghua University and obtained a certificate in Private Equity and
Venture Capital - China.
In 1999, he started his career in Arthur Andersen Malaysia as Audit
Assistant. He left Arthur Andersen Malaysia in 2002 to join CIMB
Investment Bank Berhad as Executive in the corporate finance department.
He left CIMB Investment Bank Berhad in 2009 as a Senior Manager.
From 2010 to July 2017, he was Director and Management Board member
of various public listed companies in Malaysia and Germany. He was the
Chief Financial Officer of MOG Holdings Limited, which is listed on The
Stock Exchange of Hong Kong Limited from January 2019 to March 2022. OOI GUAN HOE
Currently, he is the Chief Financial Officer of Swang Chai Chuan Limited, Independent Non-Executive Director
which is listed on The Stock Exchange of Hong Kong Limited and he
also sits on the board of directors of TCS Group Holdings Berhad as an Nationality Gender Age
Independent Non-Executive Director.
48
Mr Ooi resigned as an Executive Director of Revenue Group Berhad on 3
March 2023 and Infraharta Holdings Berhad (formerly known as Vertice
Berhad) on 30 November 2022 respectively.
He has no family relationship with any Director and/or major shareholder
of the Group. In addition, he has no business or other relationship which
could materially pose a conflict of interest or interfere with the exercise of
his judgement when acting in the capacity of a Director of Techbond which
would be disadvantageous to Group. He has not been convicted of any
offences within the past five (5) years other than traffic offences (if any),
there have not been any public sanctions nor penalties imposed upon him
by relevant regulatory bodies for the financial year ended 30 June 2023.
In the financial year ended 30 June 2023, he attended five (5) out of six (6)
meetings of the Board.

07
DIRECTORS’ PROFILES
(CONT’D)

Pn Selma Enolil Binti Mustapha Khalil, is our Independent Non-Executive


Director. She was appointed to our Board on 2 January 2018.
She is a member of the Audit and Risk Management Committee,
Remuneration Committee and Nomination Committee.
She graduated from University of Wales, Aberystwyth with a Bachelor of
Laws in 1994. She obtained her Certificate in Legal Practice in 1995 and
was called to the Malaysian Bar as an Advocate and Solicitor in 1996.
In 1996, she started her career as an Advocate and Solicitor with Messrs
Abu Talib Shahrom & Zahari. She joined TNB Remaco Sdn Bhd as a
legal executive in 1998. She resumed practising law as an Advocate and
Solicitor with Messrs Raslan Loong in 2000. She co-founded Messrs Enolil
Loo, Advocates and Solicitors in 2003, in which she is currently a Partner.
She presently sits on the board of directors of Selangor Dredging Berhad,
Powerwell Holdings Berhad and Unique Fire Holdings Berhad, all of which
are public companies listed on Bursa Malaysia Securities Berhad.
In Selangor Dredging Berhad, she is a Member of the Audit Committee,
Nomination Committee, and Remuneration Committee. In Powerwell
SELMA ENOLIL Holdings Berhad, she is the Chairman of the Audit and Risk Management
Committee and a Member of the Nomination Committee and Remuneration
BINTI MUSTAPHA Committee. In Unique Fire Holdings Berhad, she is the Independent Non-
KHALIL Executive Chairman of the Board.

Independent Non-Executive Director She is also a director and trustee of Ericsen Foundation.
She has no family relationship with any Director and/or major shareholder
Nationality Gender Age of the Group. In addition, she has no business or other relationship which
could materially pose a conflict of interest or interfere with the exercise of
52
her judgement when acting in the capacity of a Director of Techbond which
would be disadvantageous to Group. She has not been convicted of any
offences within the past five (5) years other than traffic offences (if any),
there have not been any public sanctions nor penalties imposed upon her
by relevant regulatory bodies for the financial year ended 30 June 2023.
In the financial year ended 30 June 2023, she attended all six (6) meetings
of the Board.

08
PROFILE OF

KEY SENIOR MANAGEMENT


Mr Lee Yuen Shiuan, is our Deputy General Director – Vietnam and
Alternate Director to Ms Tan. He graduated from University of Melbourne
with Bachelor of Commerce, major in Marketing and Management. LEE YUEN SHIUAN
(Alternate Director to Tan Siew Geak)
He began his career as Online Media Strategist with Locus-T Sdn Bhd in
March 2016 and continue working with Tetra Pak Malaysia Sdn Bhd in Deputy General Director - Vietnam
May 2016 as Business Development Associate. He then joined Techbond
Manufacturing as Business Development Executive in November 2016. He Nationality Gender Age
was promoted to Operation Manager in May 2017.
28
Mr Lee Yuen Shiuan is the son of Mr Lee and Ms Tan and brother of Mr
Lee Seh Meng. Save as disclosed, he has no family relationship with any
Director and/or major shareholder of the Group. In addition, he has no
business or other relationship which could materially pose a conflict of
interest or interfere with the exercise of his judgement when acting in the
capacity of the Deputy General Director – Vietnam of Techbond which
would be disadvantageous to Group. He has not been convicted of any
offences within the past five (5) years other than traffic offences (if any),
there have not been any public sanctions nor penalties imposed upon him
by relevant regulatory bodies for the financial year ended 30 June 2023.

Mr Ng Yeow Siang, is our Group Finance Director. He graduated from


Curtin University of Technology, Australia with Bachelor of Commerce
Accounting in 1999. He is a member of the Malaysian Institute of Ng Yeow Siang
Accountants since 2004.
Group Finance Director
He began his career in 1999 as an Assurance Associate where he was
involved in providing audit and advisory services to wide range of industries Nationality Gender Age

in Malaysia. In 2004, he joined our Group as Accountant. He was promoted


to Group Finance Manager in 2008 and subsequently promoted to Group 47
Finance Director in 2012. He is responsible for overseeing our Group’s
accounting and finance functions.
He has no family relationship with any Director and/or major shareholder
of the Group. In addition, he has no business or other relationship which
could materially pose a conflict of interest or interfere with the exercise
of his judgement when acting in the capacity of a Group Finance Director
of Techbond which would be disadvantageous to Group. He has not been
convicted of any offences within the past five (5) years other than traffic
offences (if any), there have not been any public sanctions nor penalties
imposed upon him by relevant regulatory bodies for the financial year
ended 30 June 2023.

09
FINANCIAL
HIGHLIGHTS

FYE June 2023 2022 2021 2020 2019

Revenue (RM’000) 108,947 85,125 89,839 71,281 81,379

Profit before taxation (RM’000) 12,768 13,053 15,308 13,845 10,158

Total Assets (RM’000) 219,597 177,845 162,451 146,606 138,773

Shareholders’ Equity (RM’000) 170,274 159,726 150,464 138,021 130,596

REVENUE PROFIT BEFORE TAXATION


(RM’000) (RM’000)
108,947

89,839

71,281
85,125

81,379

12,768

13,053

15,308

13,845

10,158
2023 2022 2021 2020 2019 2023 2022 2021 2020 2019

TOTAL ASSETS SHAREHOLDERS’ EQUITY


(RM’000) (RM’000)
219,597

177,845

162,451

146,606

138,773

159,726

150,464

138,021

130,596
170,274

2023 2022 2021 2020 2019 2023 2022 2021 2020 2019

10
MANAGEMENT DISCUSSION
AND ANALYSIS STATEMENT

OPENING STATEMENT

Dear Esteemed Shareholders,


On behalf of the Board of Directors (the “Board”) of Techbond Group Berhad (“Techbond” or
the “Group”), I am delighted to present the Management Discussion and Analysis Statement
(“MD&A”) for the financial year ended 30 June 2023 (“FY2023”).

FY2023 started with optimism as the global economic recovery from the pandemic gained momentum. However, this was
subsequently overshadowed by geopolitical conflicts, such as the Russia-Ukraine crisis and the extended US-China trade
tensions, to name a few. Coupled with mounting inflationary pressures, rising interest rates, and recession concerns, the
market outlook took a turn for the worse. These circumstances have compounded the challenging business environment
marked by disruptions in supply chains, shortage of labour and materials, and fluctuations in commodity prices.

Back in Malaysia, our economic landscape was thankfully showing positive signs with the reopening of economy and a
notable resurgence in business activities. Riding on this economic recovery, Techbond managed to deliver its highest-
ever top-line performance despite the market uncertainties. This is credited to our resilient business model, experienced
management, and committed team. For FY2023, we recorded a revenue of RM108.9 million, achieving a 28.0% year-on-year
(“YoY”) growth compared to RM85.1 million achieved in FY2022. Meanwhile, profit after tax and non-controlling interest
(“PATNCI” or “net profit”) stood at RM11.0 million.

GROUP BUSINESS OVERVIEW


Founded in 1996, Techbond is a leading specialist in developing and manufacturing industrial adhesives and sealants.
Our headquarter (“HQ”) is located in Shah Alam, Selangor, along with our manufacturing plant, research and development
(“R&D”) facility, warehouse and quality control (“QC”) centre. Additionally, we have also established a strong presence in
Vietnam since 2005 with our plant located in the Vietnam-Singapore Industrial Park II (“VSIP2”).

In December 2018, the Group achieved a major milestone as Techbond was successfully listed on the Main Market of
Bursa Malaysia Securities Berhad (“Bursa Securities”). We made yet another breakthrough in June 2021 as our upstream
polymerisation factory in Vietnam commenced operations. This game-changing plant enables us to produce our own
base material, polyvinyl acetate (“PVAc”) polymer, which is a raw material used by the Group to manufacture its industrial
adhesives.

Techbond places strong focus on R&D and has 8 in-house trademarked brands. We take pride in the fact that most of
our industrial adhesives and sealants are developed in-house. Our products are used across various sectors such as
woodworking, paper and packaging, automotive, building and construction, personal care, and mattresses. Geographically,
our market reach extends beyond domestic clients to encompass exports to more than 30 countries spanning Asia, Europe,
and Africa. The top 5 largest export countries for the Group are Vietnam, Indonesia, China, Cambodia and Thailand.

11
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

The Group has 2 main business segments, which are as follows:

I. Industrial Adhesives & Sealants


The Group produces 2 types of industrial adhesives, which are water based and hot melt adhesives. The primary raw
materials used are polymer-based materials.

a. Water-Based Adhesives
A combination of basic adhesive and (if present) additives that have been dissolved or distributed in water.

b. Hot Melt Adhesives


A substance that is solid at room temperature but melts when heated to its operating temperature range.

Industrial sealants play a vital role in sealing surfaces to block the flow of liquids, gases, and undesirable substances. Our
journey into sealant manufacturing began in 2015 through our in-house R&D efforts. We now specialise in producing two
key types of sealants: water-based and solvent-based sealants.

12
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

II. Supporting Products & Services


In addition to our proprietary products, the Group enhances its competitive edge and fosters customer loyalty
through offering a range of value-added auxiliary goods and services. These include the supply of industrial adhesives
and sealants for Original Equipment Manufacturer (“OEM”), along with adhesive repellents and cleaners, chemicals,
and adhesive blending Machines.

RESEARCH & DEVELOPMENT (“R&D”)


Techbond’s competitive edge lies in our steadfast commitments to R&D, staffed by a team of full-
time technical experts constantly working on new innovations. Our R&D facility is located within
the Shah Alam plant, equipped with laboratory and various equipment such as gas chromatograph,
fourier-transform infrared spectroscope, programmable temperature, and humidity test chamber.

This in-house capability gives us the advantage to tailor-make products based on client’s specific
requirements. Overall, our continual innovations, be it new or improved product formulations,
enhance customer stickiness and position us at the forefront of competition.

BUSINESS & OPERATIONAL REVIEW


The International Monetary Fund (“IMF”) has projected global growth to moderate to 3.0% in 2023 versus the estimated
3.5% in the prior year. The rise in central bank policy rates to fight inflation continues to weigh on economic activity. Global
headline inflation is expected to fall from 8.7 percent in 2022 to 6.8 percent in 2023.

On a brighter note, Malaysia’s economy charted healthy growth in 2022 with a gross domestic product (“GDP”) expansion
of 8.7% according to the Department of Statistics Malaysia (“DOSM”). For 2023, the Ministry of Finance (“MOF”) projects a
moderation in GDP growth of between 4.0% and 5.0%, in contrast to the high-growth base achieved in 2022.

Indeed, for us at Techbond, we faced multiple headwinds and had to cope with the taxing operating environment that was
characterised by rising input costs and raw material shortages. The woodworking segment that we serve experienced a
noticeable slowdown during the financial year under review in tandem with the subdued furniture export to countries such
as the USA and Europe.

In mitigation, the Group has intensified our efforts to expand and diversify our customer base across new countries, as
well as explore opportunities in different industries. We are delighted to share that these efforts have yielded good results,
allowing us to penetrate new geographical markets and strengthen our presence in other industries.

As such, we are pleased to report that, notwithstanding the tough business environment, the utilisation rate in Malaysia
has remained healthy in FY2023, reflecting the overall steady demand from both local and international clients, in line with
the resurgence in trade activities following the reopening of borders.

Upstream Polymerisation Factory in Vietnam

For our upstream polymerisation factory in VSIP2, Vietnam, the utilisation has been increasing progressively. This measured
growth aligns with our prudent approach, considering market uncertainties, escalating input costs, and raw material
shortages. More importantly, the polymers produced are currently used in-house to manufacture industrial adhesives. In
discussions with prospects to supply polymer externally, we achieved encouraging progress after successfully passing
some of the potential customers’ stringent internal tests.

13
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

Techbond’s facilities in VSIP2, Vietnam

To recap, our upstream polymerisation plant in VSIP2 commenced operations back in June 2021. This industrial complex
includes two water-based adhesive production lines, two warehouses, an administrative office, and a QC centre, occupying
a 30,000 square meter (“sqm”) land with a built-up area of 6,968 sqm. This significant milestone in our operational and R&D
journey has enabled us to have greater control over the quality, cost, and supply consistency of our raw materials.

Acquisition of Malaysian Adhesives and Chemicals

In February 2023, Techbond reached another high point after successfully acquired approximately 99.57% equity interest
in Malaysian Adhesives and Chemicals Sdn. Bhd. (“MAC”) from Chemquest Sdn. Bhd. for a cash consideration of RM57.0
million. Subsequently in July 2023, Techbond completed the acquisition of the remaining 0.43% equity interest from the
minority shareholders. This resulted in MAC becoming a wholly-owned subsidiary of Techbond, enhancing our market
presence and capabilities.

With over 5 decades of experience and a strong in-house R&D team, MAC specialises in the production and distribution of
adhesives, resins, additives, formalin, and unique microspheres. These products can be applied across various industries,
including plywood, particleboard, medium-density fibreboard, inorganic insulation materials, contact adhesives, functional
filler and recycled paper manufacturing. MAC’s manufacturing facility in Shah Alam, Selangor, is located near Techbond’s
existing operations, fostering close management control and operational synergies.

The acquisition not only strengthens Techbond’s position in our existing adhesive markets but also provides us access to
new segments where we previously lacked expertise. MAC’s product portfolio complements our offerings, enabling us to
serve customers further upstream in production processes, such as chipboard, particle board, and paper cartons.

Moreover, MAC is one of the key producers of microspheres, which are used for weight reduction and as a functional filler in
aerospace, automobile, marine and other composites. This positions Techbond for growth by expanding our supply chain
presence, increasing market knowledge, and exploring innovative, high profit margin opportunities, ultimately contributing
positively to the Group’s future earnings.

Palm Oil-Based Industrial Adhesives

Our partnership with the Malaysia Palm Oil Board (“MPOB”) to pioneer palm-oil based industrial adhesives remains on a
promising trajectory. Active engagements with prospective customers have yielded positive outcomes, and advancements
have been achieved to enhance production processes. To recap, in June 2021, we jointly filed a patent with MPOB for an
improved method to produce palm-based polyol, a pivotal development for the commercialisation of this product.

14
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

Top 10 of Asia’s Trusted Brand Award 2023

I am excited to share that Techbond was awarded


the Top 10 in Asia’s Top Trusted Brand Awards 2023
in May 2023. The award ceremony is held annually
by the Asia Business Development Research Centre
in collaboration with international organizations
to evaluate and select based on the international
quality standards for enterprises with prestigious
and leading brands in top of the main industry with
high quality products and services to be the Top 1st
sustainable brands in Vietnam and Asia markets.
This achievement served as a testament to our
nearly three decades of continuous improvement
in the adhesives industry.

Representatives of Techbond at the Award Ceremony held in


Ho Chi Minh, Vietnam

FINANCIAL REVIEW

Revenue

In FY2023, we accomplished our record-breaking revenue


achievement of RM108.9 million, surpassing the RM100
million-mark for the first time in our corporate history.
Revenue surged 28.0% YoY as compared to RM85.1 million
a year ago. The improvement was primarily attributed to
strong order volumes from our customers and the maiden
contribution from our new subsidiary, MAC.

Revenue Breakdown by Segment

For the year under review, industrial adhesives and sealants


accounted for 95.7% or RM104.3 million of the Group’s total
sales. The balance 4.3% was contributed by the supporting
products and services.

15
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

FINANCIAL REVIEW (CONT’D)

Revenue Breakdown by Geographical Markets

Contribution from overseas accounted for 71.3% of total revenue in FY2023, with the domestic market making up the
remainder. Vietnam continued to be Techbond’s largest market outside Malaysia, having accounted for 39.5% or RM43.0
million of the Group revenue in FY2023. This was followed by Malaysia, Indonesia, Cambodia, Thailand, China, and others.

Profit Before Tax (“PBT”)

The top-line growth was nevertheless not reflected at the bottom-line as a result of i) absence of gain on disposal of property,
plant and equipment (that was recognised last year); ii) lower gain on foreign exchange (“forex”); iii) one-off non-recurring
expenses related to the acquisition of MAC; offset by one-off accounting gain on bargain arising from the acquisition; iv)
higher input cost and administrative expenses relating to the increase in headcount as we grow the business. The Group’s
FY2023 PBT came in at RM12.8 million vis-à-vis RM13.1 last year.

PATNCI / Net Profit

At the net profit level, Techbond’s net profit stood at RM11.0 million, which was broadly similar to the RM11.2 million
achieved in the previous year.

Capital Structure & Capital Resources

At end-FY2023, the Group’s total assets grew 23.5% YoY to RM219.6 million, primarily on account of higher property, plant,
and equipment on hand, in line with the acquisition of MAC. Meanwhile, cash and cash equivalents decreased to RM31.3
million from RM39.1 million in FY2022 as funds were deployed for the acquisition exercise.

Shareholders’ equity as at 30 June 2023 rose RM10.6 million or 6.6% YoY to RM170.3 million from RM159.7 million in
FY2022, predominantly a result of higher retained earnings. Meanwhile, total liabilities at the close of the financial year
under review were higher at RM49.3 million as opposed to RM18.1 million in the prior year. The increase was largely
attributed to the jump in borrowings, which stood at RM24.3 million (FY2022: nil). Of the total borrowings, RM22.8 million
are long-term loans, mainly for the previous property acquisition as well as working capital.

16
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

FINANCIAL REVIEW (CONT’D)

Capital Structure & Capital Resources (Cont’d)

Total Assets Total Equity Total Liabilities


RM170.3
RM219.6
million
million RM49.3
+23.5%
million
RM177.8
million +6.6% +172.4%

RM159.7
RM18.1
million
million

FY2022 FY2023 FY2022 FY2023 FY2022 FY2023

Net Gearing & Net Cash Per Share

As at 30 June 2023, as Techbond’s cash and cash equivalents are higher than the total borrowings, we remained in net
cash position with a net cash per share of 1.3 sen. The Group has been in net cash position for the past 7 years.

Net Operating Cash Flow (“NOCF”)

Techbond generated a higher NOCF of RM22.9 million in FY2023, vis-à-vis RM4.7 million in FY2022.

Balance Sheet Highlights as of 30 June 2023

17
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

ANTICIPATED OR KNOWN RISKS


Operational Disruptions Availability of Raw Materials

Our business activities rely on smooth uninterrupted Our primary raw materials for manufacturing, specifically
operations on production floors to ensure efficient optimal for industrial adhesives and additives, are polymer-based
output. As such, any interruptions or unexpected halts in materials. Any disruptions in the supply chain of these
our production lines could have adverse impacts on the materials could significantly impact our business and
Group. To address these concerns, we have obtained financial performance.
comprehensive insurance coverage to protect against risks
such as fire, theft, and accidents for our employees. To mitigate this risk, we maintain close relationships with
our suppliers to monitor the raw materials supply chain.
Nevertheless, it is essential to acknowledge that external Additionally, we employ a risk management strategy
factors beyond our control, including natural disasters, that includes stockpiling an adequate inventory of raw
pandemics, civil unrest, and general strikes, may also materials. Furthermore, our new polymerisation facility
negatively impact our operations. in Vietnam plays a key role in reducing our reliance on
external suppliers. The increased utilisation of this facility,
Fluctuations in Foreign Currency Exchange Rates which produces polymers for in-house adhesive production
and external supply, positions us to better manage this
Techbond faces foreign exchange risks due to our dealings potential risk.
in transactions conducted in foreign currencies, such as
the US Dollar and Vietnamese Dong. Consequently, adverse Changes in Regulations & Policies
fluctuations in foreign exchange rates could potentially
have a negative effect on our financial performance. In Being a multinational corporation with a presence in both
response, we actively track foreign exchange rate volatility Malaysia and Vietnam, our business is subject to influences
and may contemplate engaging in foreign currency hedging arising from changes in the legal and policy landscapes of
contracts if the need arises. these countries. Key concerns include potential revisions to
minimum wage laws, export tariffs and currency exchange
regulations, to quote a few. We maintain our commitment
to ensure that our operations strictly adhere to all the
local requirements and laws. Moreover, the Group actively
engages with regulatory authorities and pertinent industry
associations to provide input and gain insight on potential
shifts in policies. We believe in our capability to adapt to
legislative and policy changes when they are communicated
with an appropriate notice period.

OUTLOOK & PROSPECTS

Global economic growth is expected to moderate from the estimated 3.5% in 2022 to 3.0% in both 2023 and 2024, according
to the IMF. Efforts to combat inflation through central bank policy rates hike continue to impact economic activities. While
global headline inflation is projected to decline from 8.7% in 2022 to 6.8% in 2023, and further to 5.2% in 2024. However,
core inflation is expected to decrease at a slower pace, and inflation projections for 2024 have been revised upwards by
IMF. Back home, following an estimated growth of 4.0% to 5.0% in 2023 by MoF, the Asian Development Bank (“ADB”) is
forecasting Malaysia’s economy will broadly sustain its growth rate at about 4.9% in 2024.

At Techbond, as we move into FY2024, we expect the economic uncertainties to persist due to inflationary pressures,
escalating input costs, and subdued market sentiments, which in turn lead to sustained demanding business landscape.
Despite these challenges, we remain committed to our growth plans. We still see promising opportunities in our customer
base across various industries, with increasing demand and proactive efforts to expand existing customer base and
penetrating new industries and countries. Additionally, we are well-positioned to capitalise on the recovery of several
specific sectors we serve.

18
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

OUTLOOK & PROSPECTS (CONT’D)

The Group has also stepped up efforts to participate in trade shows and exhibitions, such as the BIFA WOOD EXPO, an
exhibition to promote the development of wood export industry in Vietnam, which has yielded encouraging sales leads.

Techbond’s exhibition booth at the BIFA WOOD EXPO in Vietnam

More recently, in September 2023, we also participated in the Adhesives and Sealants Expo China (“ASE China”) in Shanghai.
ASE China integrates global industrial resources of adhesives and sealants and offers a one-stop showcase of products
and technologies along the entire industry chain to promote efficient connections between upstream and downstream
enterprises, identify potential business opportunities, and foster sustainable development of the industry. This year’s key
theme was sustainable growth, industry innovation, new technologies, and applications for the industry. We gained the
latest insights on the industry developments, as well as positive feedbacks from potential customers.

19
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

OUTLOOK & PROSPECTS (CONT’D)

Techbond team at the ASE China in Shanghai

On the other hand, we remain upbeat on the potential of MAC, for which we have implemented new measures and
initiatives to spur growth. This aligns with our long-term strategy to expand globally in the adhesives and sealants industry.
The acquisition of MAC was a synergistic move, as MAC serves distinctive markets within the same industry. We see
opportunities to broaden our product range and leverage each other’s distribution networks. This integration brings
benefits to our customers and distributors by offering a wider range of products. Additionally, our shared focus on R&D will
be strengthened, allowing us to co-develop innovative adhesive products to capture a larger market share.

Meanwhile, we achieved significant progress in our environmental, social, and governance (“ESG”) initiatives, while also
enhancing staff awareness in this area. As we continue on our sustainability journey alongside business growth, we
are committed to allocating more resources to ESG efforts. For a more in-depth elaboration on this, kindly refer to our
Sustainability Statement section of this Annual Report.

To sum up, we maintain a positive outlook for the Group’s long-term future, driven by our growth strategy, prudent
management practices, and strong financial standing. The Board opines our financial performance in FY2024 will be
satisfactory, barring any unforeseen circumstances.

20
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)

DIVIDEND
For FY2023, the Board has recommended a final single tier dividend of 0.75 sen per share amounting to approximately
RM3.98 million, subject to shareholders’ approval at the upcoming annual general meeting.

The Board intends to uphold a stable stream of dividends, contingent upon on various factors such as our operating cash
flow requirements, financing commitments and planned capital expenditure.

APPRECIATION
On behalf of the Board, I would like to express our deep appreciation to the management and employees of Techbond for
their commitment and dedication in steering the Group through challenging times. The team has certainly exemplified the
core values upon which our Group thrives on.

Additionally, my sincere gratitude to all our stakeholders, including but not limited to our esteemed shareholders, clients,
business partners, bankers, and suppliers for their trust in us thus far, and we look forward to their continued assistance
and support.

Finally, I to extend my heartfelt gratitude to the dedicated individuals who serve alongside me on the Board. Their unwavering
commitment, wealth of experience, and tireless efforts have been instrumental in shaping the course of our organisation.
Together, we confronted challenges, explored opportunities, and forged a path of progress. With collective wisdom, I am
confident our Group will continue to achieve new heights.

Lee Seng Thye


Managing Director

21
CORPORATE GOVERNANCE
OVERVIEW STATEMENT

The Board of Techbond Group Berhad is committed to high standard of corporate governance to ensure that it is practiced
throughout Techbond Group as a fundamental part of effort to protect the interest of the stakeholders and to enhance
shareholders’ value.

The Board also acknowledge the importance of the principles and practices as set out in the Malaysian Code on Corporate
Governance (“MCCG”) in managing Techbond Group’s business towards its mission of sustainable growth. The Board
strives to ensure the Group adopts the best practices of corporate governance.

This statement is prepared in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“MMLR”) and should be read together with the Corporate Governance Report for the financial year ended 30 June 2023
(“FY2023”) which is available on the Company’s corporate website at www.techbond.com.my. This Statement shows how
our measures are aligned with the principles of good governance in accordance with the MCCG and references are made
to the three (3) key Corporate Governance principles in the MCCG:

Principle A • Board Leadership and Effectiveness

Principle B • Effective Audit and Risk Management

Principle C • Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

The key principles of Board Leadership and Effectiveness are as follows:

Board
Responsiblities Remuneration

Board
Composition

22
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

A. BOARD RESPONSIBILITIES

Board’s Duties and Responsibilities

The Board is responsible for the overall governance of the Group, its long-term success and the value and wealth
of its stakeholders. Other than setting the strategic direction and overseeing the management, they shall also
ensure that the implementation and monitoring of the strategic plans of the Company comply with the relevant
laws, policies, standards and guidelines. All Board members bring their independent judgement to bear on issues of
strategy, performance, resources and standards of conduct.

The Board meets regularly to review the corporate strategies, operations and performance of the Group’s business.
With its diverse background and experience, the Board is able to contribute its expertise and independent judgement
to act with a high standard of transparency and accountability while performing their fiduciary duties to uphold the
core values of integrity. They are principally responsible for the following responsibilities, of which are also stated in
the Company’s Board Charter:

(a) Together with senior management, promote good corporate governance culture within the Company which
reinforces ethical, prudent and professional behaviour;
(b) Review, challenge and decide on management’s proposals for the Company and monitor its implementation by
management;
(c) Ensure that the strategic plan of the Company supports long-term value creation and includes strategies on
economic, environmental and social considerations underpinning sustainability;
(d) Supervise and assess management performance to determine whether the business is being properly managed;
(e) Ensure there is a sound framework for internal controls and risk management;
(f) Understand the principal risks of the Company’s business and recognize that business decisions involve taking
appropriate risks;
(g) Set the risk appetite within which the Board expects management to operate and ensure that there is an
appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial
and non-financial risks;
(h) Review the adequacy and integrity of the Company’s internal control systems and management information
systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines
including formalizing ethical values through a code of conduct;
(i) Ensure that senior management has the necessary skills and experience, and there are measures in place to
ensure orderly succession of Board and senior management;
(j) Ensure that the Company has in place procedures to enable effective communication to stakeholders; and
(k) Ensure the integrity of the Company’s financial and non-financial reporting.

The roles and responsibilities of the Directors are clearly stated in the Board Charter appropriately segregated
between those of the Chairman, Managing Director, Individual Directors, Executive and Non-Executive Directors,
Senior Independent Directors and lastly the Independent Directors.

To ensure the Board is able to effectively supervise the operations of the Company and discharge their duties
effectively, the following Board Committees were formed to assist the Board:

(i) Audit & Risk Management Committee;


(ii) Nomination Committee; and
(iii) Remuneration Committee.

23
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

A. BOARD RESPONSIBILITIES (CONT’D)

Board’s Duties and Responsibilities (Cont’d)

Each of the Board Committees is governed by its own terms of reference which are aligned with the MCCG and clearly
define the matters that are specifically reserved for the Board Committees. The Chairman of each Board Committee
will report to the Board on the findings of each Committee meeting. The Board Charter and the respective terms of
reference of the Board Committees will be reviewed periodically and updated from time to time to reflect the relevant
changes to the policies, procedures, processes and amendments of rules and regulations. Both Board Charter and
terms of reference of Board Committees are accessible on the Company’s website, www.techbond.com.my.

The Board provides oversight of matters delegated to Management through the Group Managing Director and
Management, who will provide updates and reports to the Board on quarterly basis.

The following policies had been adopted by the Board to ensure proper governance is practiced by the Company and
across the Group:

(i) Directors’ Fit and Proper Policy;


(ii) Anti-Bribery Management System Policy;
(iii) Dividend Policy;
(iv) Remuneration Policy;
(v) Corporate Code of Business Conduct & Work Ethics Policy;
(vi) Gender Diversity Policy;
(vii) Board Diversity Policy; and
(viii) Fraud & Whistleblowing Policy.

The Company adopts a Code of Business Conduct and Work Ethics Policy as well as Fraud and Whistleblowing Policy
which serve as guidelines for managing improper conduct within the Group and provide a channel of communication
for employees and public to encourage the report of any misconduct. Therefore, appropriate actions could be taken
to resolve these issues.

The above policies will be periodically reviewed and are available on the Company’s website at www.techbond.com.my.

Chairman

The Chairman of the Board, Dato’ Hamzah Bin Mohd Salleh, carries out the leadership role in the Board and its
relations with the shareholders and stakeholders. He holds an Independent Non-Executive position and is responsible
to lead and manage the Board by focusing on strategy, governance and compliance.

The Chairman of the Board is also the Chairman of Nomination Committee and Remuneration Committee as well as
member of the Audit & Risk Management Committee. However, the Board took note that Chairman is not involved in
the management and operational matters. Alternatively, he contributes constructive ideas and opinions to the Board for
deliberation. Other members of Board Committees will provide check and balance to the objectivity of decision made.

24
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

A. BOARD RESPONSIBILITIES (CONT’D)

Separation of Positions of the Chairman and Group Managing Director

The positions of the Chairman and Group Managing Director are held by different individuals, each with clear and
distinct roles which are stated in the Company’s Board Charter to ensure a balance of power and authority between
the two (2) positions:

Chairman Group Managing Director


Dato’ Hamzah bin Mohd Salleh Mr Lee Seng Thye

• Responsible for the leadership of the Board; • Implements the Company’s strategies and policies;
• Responsible for ensuring Board’s effectiveness; • Oversees the day-to-day operations of the
• Leading Board meetings, discussion, encourage Company;
participation and allowing dissenting views to be • Responsible for the development of long term
freely expressed; strategies and short term profit plans;
• Leads the Board in establishing and monitoring • Oversees the human resource of the organisation
good corporate governance practices; with respect to key position and general well-being
• Setting the Board’s agenda; and of employees and effectively representing the
• Ensures Board members receive complete and interest of the Group with stakeholders; and
accurate information in a timely manner. • Providing assistance to the Board in discharging
its duties and organising information necessary for
the Board on a timely basis.

Further details on the roles and responsibilities of the Chairman and Group Managing Director are contained in the
Board Charter, which is available on the Company’s website, www.techbond.com.my.

Company Secretary

For FY2023, the Board has full access to the one (1) qualified and competent company secretary, who is a member
of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) and is qualified to act as company
secretaries under Section 235(2) of the Companies Act 2016.

The secretarial function of the Group is outsourced to Tricor Corporate Services Sdn. Bhd. They provide advisory
services to the Board in relation to the Company’s constitution, corporate disclosure, corporate governance
matters, compliance with regulatory requirements, keeping the Board abreast of the changes in MCCG and MMLR,
and assisting the Board with the application of corporate governance best practices. Further details on the roles
and responsibilities of the Company Secretaries are also stated in the Board Charter, which is accessible on the
Company’s website at www.techbond.com.my.

Board Meetings and Access to Meeting Materials

The Board will convene meeting every quarter while Board Committees will meet at least four (4) times every
financial year or as and when the need arises. To ensure that the Board has ample time to study the materials,
meeting materials are circulated via email at least five (5) business days prior to the meetings and are distributed in
electronic form instead of printed copies. Management is invited to attend Board and Board Committees meetings
to provide explanation on the meeting agenda. Full board minutes are circulated to the Board and Board Committees
respectively as soon as practicable after meeting for review and comment.

25
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

A. BOARD RESPONSIBILITIES (CONT’D)

Board Meetings and Access to Meeting Materials (Cont’d)

The Directors’ commitment to discharge their duties and responsibilities is affirmed by their attendance at the
meetings held during FY2023, as follows:

Number of Meetings Attended / Held


Audit and Risk
Board of Management Nomination Remuneration
Name of Directors Directors’ Committee Committee Committee
Dato’ Hamzah Bin Mohd Salleh 6/6 5/5 1/1 1/1
Lee Seng Thye 6/6 – – –
Tan Siew Geak 6/6 – – –
Ooi Guan Hoe 5/6 4/5 1/1 1/1
Selma Enolil Binti Mustapha Khalil 6/6 5/5 1/1 1/1
Lee Seh Meng 4/6 – – –

Directors’ Training

In accordance with Paragraph 15.08(3) of the MMLR, the Board members had attended various training programmes
during FY2023 as follows:

Name of Directors Programme Title


Dato’ Hamzah Bin Mohd • Environmental, Social and Governance (“ESG”) Awareness Training
Salleh • Bursa Malaysia Main Market Listing Requirements – Understanding Its Requirements
and Impacts

Lee Seng Thye • ESG Awareness Training


• Core Value Brainstorming Session
• GRI Reporting (self -learning)
• ESG Awareness Seminar: Climate Change Central Pillar to ESG
• ESG Awareness Seminar: Materiality Statement
• Techbond ABMS-Anti Bribery Policy Briefing
• Risk Management Workshop
• Mock Fire Drill Training
• Webinar: PLCT Programme Exploring the Intersection of Digitalization + ESG
• PLCT Guidebook 1,2,3,4 & 5 + ISCC & Ecovadis
• Embarking on the ESG Journey with SIRIM

Tan Siew Geak • ESG Awareness Training


(Alternate: Lee Yuen • Core Value Brainstorming Session
Shiuan) • GRI Reporting (self -learning)
• ESG Awareness Seminar: Climate Change Central Pillar to ESG
• ESG Awareness Seminar: Materiality Statement
• Techbond ABMS-Anti Bribery Policy Briefing
• Risk Management Workshop
• Mock Fire Drill Training
• PLCT Guidebook 1,2,3,4 & 5 + ISCC & Ecovadis

26
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

A. BOARD RESPONSIBILITIES (CONT’D)

Directors’ Training (Cont’d)

In accordance with Paragraph 15.08(3) of the MMLR, the Board members had attended various training programmes
during FY2023 as follows: (Cont’d)

Name of Directors Programme Title


Ooi Guan Hoe • ESG Awareness Training
• CFO Conference 2022
• Amendments to Listing Rules relating to Share Schemes of Listed Issuers
• Equity Fundraising
• The Board of Directors’ Role in ESG Governance and the Importance of ESG Reporting
• Taxation on Foreign Source Income
• MIA Webinar Series: Preparation and Presentation of Consolidated Financial
Statements

Selma Enolil Binti • ESG Awareness Training


Mustapha Kalil • Bursa Immersive Session: The Board “Agender”
• Key Amendments to The Employment Act 1955 and The Industrial Act 1967 Webinar
• Enhanced Practices and Disclosures of Sustainability Statement Corporate Training
• Focus Group Meeting Between the Securities Commission Malaysia, Bursa Malaysia
Berhad and Legal Firms
• Advocacy Session on the Continuing Disclosure Requirements & Corporate
Disclosure Policy of the Listing Requirements

Lee Seh Meng • ESG Awareness Training


• Vimigo Money is King
• Talent Attraction + Mentor Buddy System
• Everyone is accountable for Profits
• Capital Allowances – Back to Basic
• Towards Top One
• Performance Management - Performance Review Questions & Tools
• ESG Awareness Seminar: Climate Change Central Pillar to ESG
• ESG Awareness Seminar: Materiality Statement
• Techbond ABMS-Anti Bribery Policy Briefing
• Mechanism Design
• High Profit Talent System Class 1: Organization Fundamental / Class 2: Organization
Structure / Class 3: Performance Management (1) / Class 4: Performance
Management (2) / Class 5: Salary System / Class 6: Reward System / Class 7: Talent
Selection & Interview (1) / Class 8: Talent Selection & Interview (2) / Class 9: Talent
Training System / Class 10: Talent Differentiation System
• Dry Strength Resin (DSR) Theory, Practical & Lab Test
• Phenotic Resin (PR) Theory, Practical & Lab Test
• Wood Adhesive Theory, Practical & Lab Test
• Phenotic Microsphere (PM) Theory, Practical & Lab Test
• EMBA China Corporate Study Tour EMBA
• Embarking on the ESG Journey with SIRIM

Lee Yuen Shiuan • ESG Awareness Training


• Vimigo Money is King
• Vietnam CFO Summit 2022

27
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

A. BOARD RESPONSIBILITIES (CONT’D)

Sustainability Risks and Opportunities

The Board, together with senior management, recognises the importance of sustainability risks and opportunities
to remain resilient. The overall sustainability risks and opportunities were determined by macroeconomic analysis,
sustainability trends, and senior management input supported by stakeholders’ views, concerns and key expectations
to shape the overall materiality assessment. This assessment aids the Board to realign the Group’s sustainability
strategy while ensuring the transparent coverage of key topics.

The Sustainability Working Group (“SWG”) is responsible for executing, monitoring and implementing sustainability
initiatives across the Group. The SWG is committed to manage all aspects of a sustainable ecosystem by tracking
and collating sustainability performance data. Lead by the Deputy Managing Director, the SWG is an engine of the
Company’s governance structure and supported by Heads of Departments including Finance, Operations, Business
Development, Research & Developments, Human Resources and Purchasing.

The Board and Management communicate the Group’s sustainability strategies, priorities and performance to
both internal and external shareholders through several channels, i.e. quarterly management meetings, e-mail
communication, Sustainability Report, Quarterly Report, investors briefing, Annual Report as well as Annual General
Meeting (“AGM”). Further details of the sustainable risks and opportunities can be found in the Sustainability Report
2023, which is accessible on the Company’s website at www.techbond.com.my.

B. BOARD COMPOSITION

The Company has a diverse Board comprising six (6) Directors with three (3) Independent Non-Executive Directors,
three (3) Executive Directors and one (1) Alternate Director. The Board composition meets the requirements of MMLR,
which requires a minimum of two (2) or one-third (1/3) of the Board, whichever is higher, be Independent Directors
and the MCCG which requires at least half of the Board be Independent Directors.

BOARD OF DIRECTORS
Independent
Executive Directors Alternate Director
Non-Executive Directors
• Dato’ Hamzah Bin Mohd Salleh • Lee Seng Thye • Lee Yuen Shiuan (Alternate
• Ooi Guan Hoe • Tan Siew Geak Director to Tan Siew Geak)
• Selma Enolil Binti Mustapha • Lee Seh Meng
Khalil

The profile of all members of the Board can be found on pages 4 to 8 in the Directors’ Profile of the Annual Report
2023.

Tenure of Independent Directors

The Independent Directors are independent of management and capable to provide greater check and balance during
boardroom deliberations and decision making. The Board will continue to monitor and review the Board size and
composition as may be needed.

None of the Independent Directors have served on the Board for more than nine (9) consecutive years. However, a
policy on the tenure of Independent Directors was adopted and formed part of the Board Charter. Should the Board
intend to retain an Independent Director whose tenure exceeds the term of nine (9) years, the Board shall seek
shareholders’ approval.

28
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

B. BOARD COMPOSITION (CONT’D)

Diversity of the Board and Senior Management

The significance of diversity on the Board and the senior management in terms of skills, experience, age, cultural
background and gender has always been emphasised by the Board to ensure there is a variety of professional
opinions and value that can be contributed to the growth of the Company. The Nomination Committee was also
entrusted to identify and recommend suitable candidates for appointment as Directors or Management. Sources of
candidates can be obtained from existing Directors, Management, major shareholders, or independent sources to
ensure a mix of skills, experience, independence and diversity in its composition based on the revised Board Diversity
Policy approved and adopted by the Company.

The current Board composition in terms of skill and experience of Directors, age and ethnic composition is as follows:

Skills and Experience of Directors

Industry Global Strategy and Legal/


Knowledge Experience Entrepreneurship Regulatory

Corporate
Accounting/ Production
Governance Sales and Human
Financial and Quality
and Risk Marketing Capital
Management Assurance
Management

DIVERSITY OF AGE
70 to 79 years 16.67%
60 to 69 years 33.32%
50 to 59 years 16.67%
40 to 49 years 16.67%
30 to 39 years 16.67%
0 5 10 15 20 25 30 35

ETHNICITY GENDER

67% 33% 67% 33%

Non Bumiputra Bumiputra Male Female

It is the Company’s policy to assess all potential Board and senior management candidates without regard to age,
race, gender, nationality, religion, or any other factors not relevant to their competence and performance. The main
emphasis is on adding value and effectiveness to the Board and the Company.

In support of the MCCG’s recommendation on 30% women Directors and participation of women in decision-making
positions among the senior management, the Board, through Nomination Committee, is committed to emphasise
gender diversity in identifying potential candidates for appointment as Directors, when arise.

Currently, there are two (2) female Directors on the Board, namely Tan Siew Geak and Selma Enolil Binti Mustapha
Khalil, representing 33% of the total Board members.

29
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

B. BOARD COMPOSITION (CONT’D)

Skills and Experience of Directors (Cont’d)

The Gender Diversity Policy of the Company was adopted on 28 November 2019. Although the Board had decided
that the quantum of men to women composition for the Company be left flexible, the Nomination Committee will take
into consideration the following measures:

a) Ensure that gender diversity objectives are adopted in Board and Senior Management’s recruitment and
succession planning processes.

b) Shortlist the potential women candidate based on the following criteria:

• skills, knowledge, expertise and experience;


• professionalism;
• integrity; and

in the case of the candidates for the position of Independent Non-Executive Directors, the Nomination
Committee would also evaluate the candidates’ ability to discharge such responsibilities/functions as expected
from Independent Non-Executive Directors.

c) Adopt a more accommodating boardroom culture and environment that is free from harassments and
discriminations, in order to attract and retain women participation on the Board and senior management.

d) To avoid mismatch and ineffective appointment of the female Directors, the Company does not set any specific
target for female Directors in the Gender Diversity Policy and will actively work towards having more female
Directors on the Board and senior management.

Nomination Committee (“NC”) and Its Function

The NC consists of three (3) members of the Board, all of whom are Independent Non-Executive Directors.

Dato' Hamzah Bin Mohd Salleh


(Chairman)

NOMINATION COMMITTEE MEMBERS

Ooi Guan Hoe Selma Enolil Binti Mustapha Khalil


(Member) (Member)

The revised Terms of Reference (“TOR”) of the NC, which was approved on 11 October 2022, is available on the
Company’s website, www.techbond.com.my.

The NC is entrusted to oversee matters related to the nomination of new Directors, annual review of the required mix
of skills, experience and other requisite qualities of Directors as well as undertake the formal annual assessment
of the effectiveness of the Board as a whole, its Committees, the contribution of each individual Director and the
independence of the Independent Directors (“Annual Board Effectiveness Assessment”).

30
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

B. BOARD COMPOSITION (CONT’D)

Nomination Committee (“NC”) and Its Function (Cont’d)

Questionnaires and evaluation forms facilitated by the company secretary were provided to the Board and Board
Committees after each financial year to ensure that the Annual Board Effectiveness Assessment was conducted
smoothly. The results of the Annual Board Effectiveness Assessment were tabled to the NC for deliberation before
the Chairman of the NC shared the results with the NC members. Inputs from the NC members and the Board would
allow improvements for future Annual Board Effectiveness Assessment.

The Board had on 19 May 2022 adopted the Directors’ Fit and Proper Policy for the appointment of new Directors
and re-election of Directors who are subject to retire at the AGM in accordance with the Company’s Constitution.
On 24 August 2022, the NC conducted the Annual Board Effectiveness Assessment and carried out fit and proper
assessment on Dato’ Hamzah Bin Mohd Salleh and Ooi Guan Hoe, who were due to retire at the Sixth AGM (“6th AGM”)
held on 22 December 2022. Based on the NC’s recommendation, the re-election of both Directors was recommended
to the shareholders for approval based on the following justifications:

• They have relevant mix of experience, skills, industry knowledge on business and finance requirements,
expertise and core competency that is beneficial to the Company.
• They were unafraid to pursue views or opinions on issues presented.
• They devoted adequate time in discharging their duties and responsibilities as Directors, worked constructively
with other Board members, attended meetings with well preparation and added values to Board meetings.

Based on the Annual Board Effectiveness Assessment results for FY2023, the Board had, on 10 October 2023,
approved the NC’s recommendation on the re-election of Puan Selma Enolil Binti Mustapha Khalil and Lee Seh Meng
who are due to retire at the forthcoming AGM in accordance with Clause 127 of the Company’s Constitution and had
recommended the same to the Board for approval. The Board was satisfied with the performance and contribution
of Puan Selma Enolil Binti Mustapha Khalil and Lee Seh Meng as they have the relevant mix of experience, skills and
expertise that are beneficial to the Company. The Board was also convinced that they would continue to bring value
and insights to the Board as they devoted their time in discharging their duties and responsibilities as Directors,
working productively with other Board members and attending Board and Board Committees meetings.

The re-election of Puan Selma Enolil Binti Mustapha Khalil and Lee Seh Meng shall be approved by the shareholders
of the Company at the AGM scheduled to be held on 29 November 2023.

C. REMUNERATION

The Remuneration Committee (“RC”) had developed a fair and transparent policies and procedure for determining
the remuneration of the Directors and Key Senior Management of the Group. The RC was tasked to develop
a remuneration package that is competitive and in line with current market practice to attract, retain and reward
talented Directors and Key Senior Management while aligning with the Group’s strategy. The remuneration package
is determined by considering the short-term and long-term objectives and growth of the Group. The RC consists
exclusively of Independent Non-Executive Directors.

Dato' Hamzah Bin Mohd Salleh


(Chairman)

NOMINATION COMMITTEE MEMBERS

Ooi Guan Hoe Selma Enolil Binti Mustapha Khalil


(Member) (Member)

31
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (cont’d)

C. REMUNERATION (CONT’D)

The TOR of the RC, as formally revised and subsequently approved on 11 October 2022, is available on the Company’s
website, www.techbond.com.my.

The RC adopted the Remuneration Policy on 26 February 2020 which provides a guideline in determining the
remuneration package for the Board and Key Senior Management. The remuneration package will be reviewed
annually by the RC and the Remuneration Policy will be reviewed by RC on a periodic basis.

The details of the remuneration of the Directors of the Company and the Group on a named basis for the financial
year ended 30 June 2023 are as follows:

Executive Directors Fees Salaries Bonus Allowance Benefits Total


(inclusive of Company and Group) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)
Lee Seng Thye – 1,635 154 – – 1,789

Tan Siew Geak – 612 66 – – 678

Lee Seh Meng – 473 75 42 – 590

Non-Executive Directors (Company)

Dato’ Hamzah Bin Mohd Salleh 84 – – 6 – 90

Ooi Guan Hoe 72 – – 6 – 78

Selma Enolil Binti Mustapha Khalil 72 – – 6 – 78

* Mr Lee Yuen Shiuan, the alternate director to Ms Tan Siew Geak, did not receive any director’s fee and benefit in
respect of his position as alternate director for FY2023.

The Company has only three (3) employees, consisting of the Executive Directors. The remaining Management
personnel are employed by the subsidiary companies.

With regards to the disclosure of remuneration of the Group’s Key Senior Management, the Company is of the view
that the interest of the shareholders will not be prejudiced as a result of the non-disclosure of the Company’s Key
Senior Management Personnel who are not Directors of the Company. In view of the competitive nature of human
resource market in the industries the Company operates, the Company should protect the confidentiality of personal
information such as employees’ remuneration package.

32
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

Audit and Risk Risk Management and


Management Committee Internal Control Framework

Audit and Risk Risk Management and


Management Committee Internal Control Framework
A. AUDIT AND RISK MANAGEMENT COMMITTEE
Ooi Guan Hoe
The Audit and Risk Management Committee (“ARMC”) comprises of three (3) Independent Non-Executive Directors.
(Chairman)
The Chairman of the ARMC and the Chairman of the Board are held by two (2) different individuals, thus it allows
the Board to objectively review the ARMC’s findings and recommendations. The ARMC’s Chairman will provide full
commitment and devoteAUDITadequate timeMANAGEMENT
& RISK to review the matters fall underMEMBERS
COMMITTEE responsibilities of the ARMC.

Ooi Guan Hoe


Dato' Hamzah Bin Mohd Salleh (Chairman) Selma Enolil Binti Mustapha Khalil
(Member) (Member)

AUDIT & RISK MANAGEMENT COMMITTEE MEMBERS

Dato' Hamzah Bin Mohd Salleh Selma Enolil Binti Mustapha Khalil
(Member) (Member)

The ARMC members have a wide range of skills and knowledge from business administration, accounts, finance, law,
audit and others. In discharging their duties professionally, the members participate in and attend different trainings,
seminars, conferences and any other relevant programs to ensure that they are informed about the accounting and
auditing standards, corporate governance practices and listing rules.

The TOR of the ARMC outlines a recommendation of a former key audit partner of the external auditors of the
Company where he or she must first observe a cooling-off period of at least three (3) years before he or she is
appointed as member of the ARMC. Currently, the ARMC does not have a member who was a former key audit
partner of the Company.

The revised TOR of ARMC, which was approved on 11 October 2022, is available on the Company’s website,
www.techbond.com.my.

During the financial year, the ARMC carried out an annual assessment on the independence and performance of
the external auditors, Messrs Grant Thornton Malaysia PLT and was satisfied that the external auditors had been
independent throughout their audit work during the financial year.

33
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (cont’d)

B. RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

The Board is cognizant of the importance of a sound internal control and risk management framework in ensuring
the operation runs smoothly and potential risks are mitigated. As such, the Company has engaged Tricor Axcelasia
Sdn Bhd (“Tricor Axcelasia”), an independent internal control consultant, to oversee the internal control, and Cirrus
Consulting Sdn Bhd as an independent risk management consultant to assist in the formulation of an effective risk
management and internal control framework. They will report to the ARMC on their findings and table their reports
for review.

The ARMC is responsible for reviewing the risk management and internal control frameworks and aligning them to
the business objectives of the Group. They are responsible to identify and communicate to the Board on the present
critical risks, potential risks, profile changes and the management action plans to manage the identified risks. Annual
assessment and periodic testing on the effectiveness of the risk management framework will be conducted. The
results and recommendations will be reported to the Board.

Tricor Axcelasia, who also acts as internal auditors of the Company, is required to report to the ARMC on a half
yearly basis and table the internal audit report for review. Under the TOR of ARMC, the ARMC shall ensure the internal
audit function is effective and able to function independently. In addition, the ARMC shall review the appraisal and
assessment of the performance of the internal audit function as well as the internal auditors on a periodic basis. The
ARMC had reviewed the internal audit function and was satisfied with their performance.

Details on the key features of the risk management and internal control system together with its adequacy and
effectiveness can be found on pages 44 to 48 of the Statement on Risk Management and Internal Control, which is
included from pages 44 to 48 in the Company’s Annual Report 2023.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL REPLATIONSHIP WITH


STAKEHOLDERS

Engagement Conduct of
With General
Stakeholders Meeting

A. ENGAGEMENT WITH STAKEHOLDERS

The Company is fully committed to providing continuous communication with stakeholders and emphasizing the
importance of transparency. The Company is also well aware of the importance of effective, transparent and regular
communication with the shareholders and stakeholders of the Company. Therefore, the Board has established an
effective and transparent method to keep the stakeholders informed of corporate information, policies on governance,
the environment and social responsibility.

34
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL REPLATIONSHIP WITH


STAKEHOLDERS (CONT’D)

A. ENGAGEMENT WITH STAKEHOLDERS (CONT’D)

The following communication channels are accessible on the Company’s website, www.techbond.com.my, with the
intention of building an effective communication between the Company and its stakeholders:

(i) Announcements submitted (iii) General telephone number,


to Bursa Malaysia (ii) Corporate Information fax number and email
Securities Berhad address.

• The Company has published • The Investor section on • The general line number,
all its material announcements the Company’s website fax number and general
submitted to Bursa Malaysia is dedicated to provide enquiry email address of the
Securities Berhad on the corporate information to the Company are provided for
Company’s website for the stakeholders such as share the stakeholders to send any
stakeholders to browse price, general corporate enquiries to the Company
through the announcements information, directors’ profile, directly.
from its website. corporate structure, matters
relating to general meetings
and policies approved by the
Board.

Other channels of engagement and matters discussed with stakeholders by the Group are as follows:

OTHER STAKEHOLDERS ENGAGEMENT CHANNELS MATTERS DISCUSSED

Investors and Media • Annual report • Group financial performance


• Quarterly report • Corporate governance
• Investor’s briefing • Regulatory compliance
• Press conference • Business prospects
• Interviews and visits
• Media interviews
• Media release

Customers • Customer’s Feedback Form • Consistent quality product and


• Customer’s Audit quality control
• Corrective Action Report • Support services
• On-site factory visit • ISO Certificate
• Regular Business Meetings • Data Privacy & Security
• Electronic mail
• Code of Ethics and Conduct

Suppliers • Supplier’s Evaluation and Appraisal • Competitive Pricing


• Site visit • Packaging material
• Regular Business Meetings • Sustainable supply chain
• Corrective Action Report management
• Electronic mail • Data Privacy & Security
• Code of Ethics and Conduct • Incoming quality inspection

35
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL REPLATIONSHIP WITH


STAKEHOLDERS (CONT’D)

A. ENGAGEMENT WITH STAKEHOLDERS (CONT’D)

Other channels of engagement and matters discussed with stakeholders by the Group are as follows: (Cont’d)

OTHER STAKEHOLDERS ENGAGEMENT CHANNELS MATTERS DISCUSSED

Employees • Performance appraisal • Training and development


• Internal memorandum • Talent attraction and retention
• Training Programs • Occupational Safety and health
• Department Meetings • Team building activities
• Management Discussion and • Staff performance
Meetings • Employee welfare
• Employees Training Needs • Standard operating procedures
Assessment (“SOP”)
• Employee engagement activity • Employee engagement
• Employee Handbook
• Job enrichment through rotation

Government & Regulators • Active engagement with respective • Environmental compliance


authorities and regulatory agencies • Waste management
• Official correspondence • Strict compliance with all laws,
• Timely submission of reports to regulations and requirements to
relevant authority maintain licenses
• Human capital development and
labour practices

Local Communities • Corporate social responsibilities • Social responsibilities events such as


• Sponsorships donations for school
• Job creation for local communication
• Energy, Pollution control

B. CONDUCT OF GENERAL MEETING

In addition to the channels of communication as described above under “Engagement with Stakeholders”, the general
meeting of the Company serves as a principal forum for the Company to meet and discuss matters related to the
Company’s financial highlight, prospects, growth before seeking shareholders’ approval on resolutions tabled during
the general meeting.

In adherence to the Guidelines and FAQs on the Conduct of General Meetings for Listed Issuers issued by the
Securities Commission Malaysia, the Company’s 6th AGM was conducted on a virtual basis by way of live streaming
from the broadcast venue at Tricor Leadership Room, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue
3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. This virtual infrastructure had enabled the shareholders
to attend, participate and cast their votes at the 6th AGM smoothly and in a secure online environment.

On 22 February 2023, the Company held its Extraordinary General Meeting (“EGM”) at Kota Permai Golf & Country
Club, No. 1, Jalan 31/100A, Kota Kemuning, Seksyen 31, 40460 Shah Alam, Selangor to seek shareholders’ approval
on the acquisition of up to 100% equity interest in Malayan Adhesives and Chemicals Sdn Bhd for a total cash
consideration of up to approximately RM57.25 million by the Company.

36
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL REPLATIONSHIP WITH


STAKEHOLDERS (CONT’D)

B. CONDUCT OF GENERAL MEETING (CONT’D)

The notice and agenda of the 6th AGM and EGM together with the
proxy form were given to the shareholders at least 28 days and 14 days
prior to the 6th AGM and EGM respectively. Sufficient time was given
to shareholders to consider the resolutions tabled at the 6th AGM and
Notice EGM as well as to make necessary arrangement either to attend in
person or to appoint a proxy to attend on their behalf. The notice of the
6th AGM was also accompanied by explanatory notes which outlined
further explanation on each resolution proposed to facilitate informed
decision-making by the shareholders.

All Directors and Key Senior Management attended the 6th AGM and
EGM and provided meaningful responses to the questions addressed to
them. The Chairman of the Board also assured that shareholders were
Attendance provided with sufficient time to pose and raise questions before and
during the 6th AGM and EGM via the remote participation and voting
facilities. Their questions and feedback were addressed accordingly by
the Directors and Management.

The minutes together with the questions and responses from the
Company transpired during the 6th AGM and EGM were published on
Minutes the Company’s website within 30 business days from the date of the
AGM and EGM for shareholders’ information.

STATEMENT OF COMPLIANCE WITH BEST PRACTICES OF THE CODE

This Statement is prepared in compliance with Paragraph 15.25 of the MMLR and it is advised to be read together with the
Corporate Governance Report 2023 of the Company, which is available on the Company’s website, www.techbond.com.my.

The Board is of the opinion that the Group has maintained the highest standards in Corporate Governance practices and
compliances while remain fully committed to achieve the highest level of integrity and ethical standard in delivering the
strategic objectives and sustainable performance of the Group over the long term.

This statement was tabled and approved at the Board of Directors’ Meeting held on 10 October 2023.

37
AUDIT AND RISK MANAGEMENT
COMMITTEE REPORT

The Board of Directors (“the Board”) of Techbond Group Berhad (“the Company”) is pleased to present the
Audit and Risk Management Committee (“ARMC”) Report providing insights on the discharge and ARMC
functions for the financial year ended 30 June 2023 (“FY 2023”).

1. COMPOSITION

The Company’s ARMC comprises three (3) members, consisting solely of Independent Non-Executive Directors. All
Independent Non-Executive Directors had passed the independence test under the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“MMLR”). The ARMC meets the requirements of Paragraph 15.09(1)(a) and (b)
of the MMLR as well as Practice 9.4 of the Malaysian Code on Corporate Governance (“MCCG”).

The Chairman of ARMC, Mr Ooi Guan Hoe, is a member of the Malaysian Institute of Accountants (“MIA”). Hence, the
Company complies with Paragraph 15.09(1)(c)(i) of the MMLR. He is not the Chairman of the Board.

The members of ARMC and their respective designation are as follows:

Designation Name Directorship


Chairman Ooi Guan Hoe Independent Non-Executive Director

Member Dato’ Hamzah Bin Mohd Salleh Independent Non-Executive Chairman

Member Selma Enolil Binti Mustapha Khalil Independent Non-Executive Director

The Board, via the Nomination Committee (“NC”), assesses the composition and performance of the ARMC through
an annual Board Effectiveness Assessment (“BEA”). Based on the BEA conducted in FY 2023, the NC formed the view
that the competencies, quality and present composition of the ARMC was appropriate. The NC and the Board, as a
whole, was satisfied that the ARMC has effectively discharged its duties and responsibilities in accordance with its
Terms of Reference (“TOR”) and the ARMC has also provided constructive feedback to the Board in making informed
decisions and enabling the effective functioning of the Board.

The TOR of the ARMC setting out the authorities, scope and functions of the ARMC is periodically reviewed and
accessible for reference on the Company’s website at www.techbond.com.my. The revised TOR was approved on 11
October 2022 to be consistent with the best practices of the MCCG issued by the Securities Commission Malaysia
on 28 April 2021.

2. MEETINGS AND ATTENDANCE

The ARMC held five (5) meetings during the FY 2023. The Managing Director, Deputy Managing Director, Executive
Director and Group Finance Director (“GFD”) were invited to attend all ARMC meetings to provide clarifications and
information on audit issues and relevant issues pertaining to the Groups’ operations.

The representatives of Grant Thornton Malaysia PLT, the External Auditors (“EA”), attended three (3) ARMC meetings,
while the representatives of the outsourced Internal Auditors and Risk Management Consultant attended two (2) and
one (1) of the ARMC meetings respectively.

The ARMC meetings were also attended by the Company’s Key Senior Management and responsible Management
personnel from subsidiaries, as and when deemed necessary, upon invitation by the ARMC to present specific issues
arising from the audit reports or any other matters of interest. The Company Secretary and/or her representative
attended all ARMC meetings.

38
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)

2. MEETINGS AND ATTENDANCE (cont’d)

The details of the attendance records of the ARMC members during the FY 2023 were as follow:

Number of meetings attended/held during


Name the members’ term in office
Ooi Guan Hoe
(Independent Non-Executive Director) 4/5
Chairman
Dato’ Hamzah Bin Mohd Salleh
(Independent Non-Executive Chairman) 5/5
Member
Selma Enolil Binti Mustapha Khalil
(Independent Non-Executive Director) 5/5
Member

Minutes of each ARMC Meeting were recorded and tabled for confirmation at the following ARMC meeting.

3. SUMMARY OF ACTIVITIES

The ARMC had carried out its duties in accordance with its TOR.

The summary of works and activities performed by the ARMC during FY 2023 comprised the following:

3.1. Financial Reporting

The ARMC reviewed all quarterly financial reports and audited financial statements for the FY 2023 before
recommending the same to the Board for its approval.

The GFD attended all ARMC meetings to present and explain financial performance of the Group to the ARMC.
The review process by the ARMC was to ensure that the preparation of quarterly financial reports and audited
financial statements were prepared in compliance with the Malaysian Financial Reporting Standards (“MFRS”),
International Financial Reporting Standards (“IFRS”), MMLR, Companies Act 2016 and other relevant regulatory
requirements.

3.2. Re-appointment of External Auditors

The ARMC recommended to the Board for the re-appointment of Grant Thornton Malaysia PLT as the Company’s
EA, after the ARMC had assessed and satisfied with the EA’s suitability, objectivity, experience and technical
knowledge, as well as the quality of the services provided, adequacy of audit resources and interactions with
Management based on the performance of the EA in auditing the Company’s financial statements for FY 2023.
The ARMC had also obtained written assurance from the EA on their independence and ethical requirements
that had been complied with.

On 22 December 2022, the re-appointment of Grant Thornton Malaysia PLT as the EA of the Company was
approved by the shareholders for the FY 2023 at the 6th Annual General Meeting.

39
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)

3. SUMMARY OF ACTIVITIES (cont’d)

3.3. External Audit

On 24 May 2023, the EA presented their Audit Planning Memorandum in relation to the audit of the audited
financial statements for the FY 2023. The ARMC reviewed and approved the Audit Planning Memorandum of
the Group, which included the scope of work, audit approach, key audit matters, fraud risks, proposed audit
timeline and reporting schedule, proposed audit fees, engagement team, regulatory compliance and the
disclosure requirements of the relevant accounting standards.

The EA had enquired the ARMC about any frauds affecting the Group that were not reported and the ARMC had
confirmed that they were unaware of such frauds.

The ARMC also held private discussions with the EA on 24 August 2022 and 10 October 2023 respectively,
without the presence of Managing Director, Deputy Managing Director, Executive Director and Management, to
discuss any audit concerns that need to be highlighted to the ARMC and the level of cooperation received from
Management.

3.4. Internal Audit

The Group outsources its Internal Audit function to an outsourced Internal Auditors, Tricor Axcelasia Sdn
Bhd and an independent Risk Management Consultant, Cirrus Consulting Sdn Bhd. The Internal Auditors
were engaged to undertake independent and objective review of the effectiveness of the governance, risk
management and internal control process of the Group. The Internal Auditors report directly to the ARMC. The
internal audit function provides timely and impartial advice to the ARMC and Management as to whether the
internal audit functions reviewed are:

i) in accordance with the Group’s policies and direction;


ii) in compliance with prescribed laws and regulations; and
iii) achieving the desired results effectively and efficiently.

The Internal Audit Report was presented to the ARMC on a half yearly basis for deliberation and its
recommendations were communicated to Management for corrective actions to be taken. The internal audit
function also provided follow-up audit reports in subsequent ARMC meetings to report on the status of the key
audit issues highlighted in the preceding ARMC meetings. All proposals presented by the Internal Auditors after
review by the ARMC were tabled to the Board for its notation or approval.

The total fees incurred for the Group’s Internal Audit Function for FY 2023 was RM47,000.

3.5. Internal Audit Function

The Internal Auditors, performed their internal audit function and the following activities during the year:

3.5.1. Internal Audit Reports

During the financial year under review, the following key audit areas were conducted on Techbond MFG
Vietnam Co. Ltd. (Cycle 1) and Techbond Group Berhad (Cycle 2) based on the annual internal Audit Plan
approved by the ARMC:

3.5.1.1 Techbond MFG Vietnam Co. Ltd.

i) Production Management; and


ii) Plant Facilities Management.

40
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)

3. SUMMARY OF ACTIVITIES (cont’d)

3.5. Internal Audit Function (Cont’d)

3.5.1. Internal Audit Reports (Cont’d)

3.5.1.2 Techbond Group Berhad – Anti-corruption Programme.

Prior to the review, recommendations and management action plans for the following key business
processes were presented to Management for appropriate corrective actions to be taken within the
implementation timeframe:

a) Production Management
i) Improvement on polymerisation process response plan;
ii) Enhancing SCADA System; and
iii) Thorough updating of production report.

b) Plant Facilities Management


i) Improvement on production downtime to meet Maintenance and Technician Department KPI;
ii) Conservation of monthly preventive maintenance records; and
iii) Enhancement of spare part management.

c) Anti-corruption Programme
i) Updating due diligence process;
ii) Application of entertainment claim;
iii) Enhancement in the whistleblowing reporting channel;
iv) Updating Anti-Bribery and Management System Policy; and
v) Enhancement of communication of anti-corruption programme.

A follow-up report was presented at the subsequent ARMC meetings to report on the preceding
outstanding issues.

3.5.2. Enterprise Risk Management (“ERM”) framework

The Company had on 27 May 2019 adopted an ERM framework in accordance with the standards and
best practices of ISO 31000.

For FY 2023, the ARMC had on 27 February 2023 reviewed the ERM Report based on the approved ERM
framework, which included the following:

i) Discussed and reviewed existing key risk profile as well as identified new and potential risks for
Techbond MFG (Vietnam) Co. Ltd. and Techbond Manufacturing Sdn Bhd; and

ii) Profile the key risk of Malaysia business for the Group through discussions or facilitated workshops
with Management in securing a concerted effort from Management in unanimous decision-making
and managing the risks.

The risk profile was presented and updated to the ARMC on 27 February 2023 and subsequently approved by
the ARMC.

41
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)

3. SUMMARY OF ACTIVITIES (cont’d)

3.6. Review of Related Party Transactions

The ARMC reviewed quarterly reports on related party transactions and possible conflict of interest situations
that may arise within the Group, including any transactions, procedures or course of conduct that may give rise
to questions on management integrity and to ensure all transactions are at arm’s length basis in every quarterly
meeting.

The ARMC had ensured that the Company complies with the MMLR and its transactions are on terms not more
favourable to the related party than those generally available to the public and does not prejudice the interest
of the minority shareholders.

The ARMC did not detect any issue that warrants specific disclosure for FY 2023.

3.7. Review of Conflict of Interest

The ARMC shall consider and review any conflict of interest situation that arose, persist or may arise within
the Company or group including any transaction, procedure or course of conduct that raises questions of
management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts.

The Directors and employees shall abide by the Board Charter and the Corporate Code of Business Conduct
& Work Ethics Policy respectively to manage or avoid such conflicts whenever possible. The Board Charter
and the Corporate Code of Business Conduct & Work Ethics Policy provide guidelines for the disclosure and
declaration of conflicts of interest or potential conflicts of interest by the Directors and employees when such
conflicts arise. Measures were put in place to handle actual or potential conflict of interest.

3.8. Other Activities

3.8.1 Established Policies and Procedures

The Company had established the following policies, upon reviewed and recommended by the ARMC
to safeguard the interest of the Company, and at the same time, adopted best practices of corporate
governance in relation to the MMLR and MCCG:

3.8.1.1 Corporate Code of Business Conduct and Work Ethics Policy

The Policy was established to promote professionalism and proper conduct of employees on
the day-to-day business operations which will reflect the underlying values and commitment
towards social and environmental growth to the surroundings in which the Company operates.
This policy was adopted on 9 October 2019 and published on the Company’s website at
www.techbond.com.my.

3.8.1.2 Risk Management Policy

The Risk Management Policy was developed to provide guidelines on risk management within
the organisation and to prevent departure from relevant standards and could be designed
specifically to fit the organisation’s needs in various industries. This policy was presented to
ARMC for deliberation and subsequently approved by the Board on 9 October 2019.

3.8.1.3 Dividend Policy

The Dividend Policy was established to provide guidance to the Board in recommending
dividends to allow shareholders to participate in the profits of the Group while retaining
adequate reserves for future growth of the Group. This policy was presented to ARMC on 28
November 2019 for review and subsequently approved by the Board on even date.

42
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)

3. SUMMARY OF ACTIVITIES (cont’d)

3.8. Other Activities (Cont’d)

3.8.1 Established Policies and Procedures (Cont’d)

3.8.1.4 Anti-Bribery Management System Policy

Our Anti-Bribery Management System Policy was established to provide guidance to the
Directors, employees and business associates in observing and uploading our position on
bribery and corruption as well as providing information on how to recognise and deal with this
issue. This policy was presented to ARMC for deliberation and was subsequently approved by
the Board on 10 June 2020, and is available at www.techbond.com.my.

We had established adequate policies, manual and procedures to promote compliance with
the Malaysian Anti-Corruption Commission Act 2009 (“MACC”) (Amendment) Act 2018 which
came into effect on 1 June 2020. The awareness briefings were conducted for employees of
all levels and external providers. In addition, it was compulsory for all employees and external
providers to sign an Anti-Bribery and Corruption pledge form with the Group.

We are committed to conducting business and providing services to our clients and customers
with integrity and honesty. The Group takes a zero-tolerance approach to any form of corruption
or bribery, in compliance with Section 17A of the MACC and other related legislations in
Malaysia.

We strive to ensure that Management and employees act professionally, fairly and with integrity
in all business dealings, and also aspire all external providers to adhere to the highest standard
of integrity in performing work and services for or on behalf of the Group, and in the business
dealings with the Group.

3.8.2 Review of the reports for the inclusion in this Annual Report

The ARMC has reviewed the Corporate Governance Overview Statements, ARMC Report, Statement
on Risk Management and Internal Control, Management Discussion and Analysis Statement, and
Sustainability Report, and recommended the said reports to the Board for approval and inclusion in the
Annual Report 2023.

3.8.3 Declaration of Dividend

The ARMC had reviewed and recommended to the Board for a final single tier dividend for the financial
year ended 30 June 2022 be proposed to the shareholders for approval. The said final single tier dividend
was approved by the shareholders at the Sixth Annual Meeting of the Company on 22 December 2022.

This report was reviewed by the ARMC and approved by the Board on 10 October 2023.

43
STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL

The Board of Directors (“the Board”) acknowledges the importance of maintaining good risk management and internal
control system and is pleased to provide the Statement on Risk Management and Internal Control pursuant to paragraph
15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and after taking into consideration
of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers.

The following statement outlines the nature and scope of risk management and internal controls of Techbond Group
Berhad (“Techbond” or the “Company”) and its subsidiaries (the “Group”) for the financial year ended 30 June 2023.

RESPONSIBILITY

The Board recognises the importance of a sound internal control and risk management practices to safeguard the assets
of the Group as well as shareholders’ investment. The Board acknowledges its overall responsibility in the establishment
and oversight of the Group’s risk management framework and internal control systems, including reviewing the adequacy
and integrity of the framework and system. These are designed to manage and mitigate, rather than eliminate the risk
of failure to achieve the Group’s goal and objectives within the risk appetite established by the Board and management.
Therefore, the system can only provide reasonable but not absolute assurance against the occurrence of any material
misstatement, loss or fraud.

The Board has delegated these aforementioned responsibilities to the Audit and Risk Management Committee (“ARMC”)
which is assigned with the duty, through its Terms of Reference and the Risk Management Policy approved by the Board.
ARMC assists the Board in monitoring, reviewing, overseeing and assessing the risk management strategy and process,
and internal control environment within the Group to ensure sound risk management framework and effective internal
control system are established. Through the ARMC, the Board is kept informed of all significant control issues brought to
the attention of the ARMC by the Management, the internal audit function and external auditors.

The primary responsibilities of the Board and management on risk management and internal control are summarised as
follows:

Board Position Responsibility

Board/ARMC Oversight of risk management matters


including identifying, assessing and
ARMC
monitoring key business risks.

Senior Senior Management/ Company Support the Group’s risk management


Mangement Departmental Heads philosophy, promote compliance and
manage risks within their spheres of
responsibilities.

KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Key elements that have been established in the Group’s risk management and internal control systems are described
below:

1. Risk Management System

Risk management is firmly embedded in the Group’s management system as the Board firmly believes that risk
management is critical for the Group’s sustainability and the enhancement of shareholders’ value. The ARMC
supports the Board in monitoring the Group’s risk exposure and ensure senior management creates and maintains
an effective process to identify, assess, manage and report risks.

The Group has established a Risk Management Policy to proactively identify, analyse, evaluate, treat, monitor, review
and report key risks to an optimal level. In line with the Group’s commitment to deliver sustainable value, this policy
aims to provide an integrated and organised group-wide approach. It adopts the ISO 31000:2018 Principles and
Guidelines on Risk Management.

44
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)

KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (cont’d)

2. Internal Control

The key elements of internal control established within the Group comprise the following:

• Control Environment;
• Risk Assessment;
• Control Activities; and
• Monitoring.

(a) Control Environment

Enhancing the Group’s ability to achieve business objectives remains as the Board’s primary objective and
direction in managing Techbond Group. In ensuring that this objective is achieved, the Board continues to rely
on Senior Management, led by the Managing Director to ensure that the performances of businesses are in line
with the approved business strategies and risk appetite. The Board in turns monitors the Group’s performance
and profitability through the reports it received and its involvement in Board Meeting and Monthly Management
Meeting.

Structure

The Group has instituted an organisational structure with defined lines of accountability and delegated authority.
The Board Committees are given specific terms of reference to discharge their respective responsibilities.
Senior Management is delegated with authority in the day-to-day decision-making pertaining to matters relating
to the Group’s business.

Audit and Risk Management Committee

The Board has delegated the responsibility for reviewing the adequacy and operating effectiveness of the
internal control system to ARMC. ARMC assesses the adequacy and operating effectiveness of the system of
internal control through independent reviews conducted on reports received from the Internal Auditors. ARMC
review and report to the Board on the adequacy of the scope of work, competency, experience and resources
of internal audit function.

Policies and Procedures

There are various written policies and procedures in place to ensure adequacy of controls, and compliance
with relevant law and regulations. These policies and procedures are periodically reviewed and update, if any,
to reflect change in business structure and processes. Techbond Group is certified with ISO 9001:2015 Quality
Management System and ISO 14001:2015 Environmental Management System by an international certification
service firm.

Fraud & Whistleblowing Policy

The Board has formalised a Fraud & Whistleblowing Policy which provides a channel for parties to provide
information on frauds, wrongdoings and non-compliance with regulations and procedures by a vendor,
customer, employee or any other stakeholders of the Group.

The Whistleblowing Programme is overseen by the Whistleblower Committee. It allows the whistleblower to
voice such concerns with complete confidentiality, knowing that the people who can address these issues are
appropriately informed.

The whistleblower’s identity is always kept confidential and is protected against any form of reprisal or
retribution. The Board is notified and updated on any investigations or any concerns raised.

45
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)

KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (cont’d)

2. Internal Control (Cont’d)

(a) Control Environment (Cont’d)

Anti-Bribery Management System Policy

The Board has formalised an Anti-Bribery Management System Policy in line with the Malaysian Anti-Corruption
Commission Act 2009 (Amendment 2018), which came into force since June 2020.

(b) Risk Assessment

Risk assessments are conducted on new ventures and activities, including projects, processes, systems and
commercial activities to ensure that these are aligned with the Group’s objectives and goals. The identification
and management of risk is a continuous process linked to the achievement of the objectives.

During the financial year under review, the Group has formalised a documentation for risks and controls in the
format of risk registers. Senior Management is required to undertake risk assessments against the Group’s
business plan, strategies and other significant activities, and to maintain these risk registers.

The Group’s key risk register is compiled by the Senior Management and helps to facilitate the identification,
assessment and on-going monitoring of risks significant to the organisation, including actions taken to mitigate
risks. The document is formally reviewed yearly, but any emerging risks are added as required, and mitigating
actions, and risk indicators are monitored regularly and updated on an on-going basis. The key risk register is
discussed at all regular meetings of the Senior Management and reported on a yearly basis to the Board via the
ARMC.

Significant Risks

In pursuing the Company’s goal to create and sustain value to its stakeholders, the Board has approved a range
of risk appetite for different risk categories developed at the Group level by the Senior Management. The Board
is aware of the inherent/ controllable risks and has developed internal control measures to address such risks:

 Strategic risk

These are risks that affect the business direction and the sustainability of the Group which arise from
failure to respond to competition, changes in economic, environmental, social, political and regulatory
conditions and improper selection of business strategies. Failure in addressing competition risks may
result in loss of market share and positioning, business opportunities and expose to risk of getting into
price war, and affect profit margin. The Group’s efforts is to maintain a good business relationship with
customers and continuously enhance product development to meet dynamic market requirements.

 Operational risk

These are risks of loss related to deficiency in the Group’s internal processes and systemic procedures,
and the human factor, e.g., product non-conformance risk. Senior Management communicates with
subordinates and guides them effectively when there is any new or variation in internal procedural
processes. The Group also implemented preventive and detective controls, e.g., conduct quality inspection
processes, etc. to mitigate such risk.

 Credit risk

This relates to potential loss due to customers failing to perform their contractual obligations. The Group
has in place a Credit Control Policies and Procedures which encompasses the credit evaluation, credit
monitoring, and collection processes to mitigate this risk.

46
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)

KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (cont’d)

2. Internal Control (Cont’d)

(b) Risk Assessment (Cont’d)

Significant Risks (Cont’d)

 Financial risk

This risk relates to financial losses that arise from inaccurate costing, which could lead to poor pricing
strategies. Senior Management emphasises the importance of communicating and updating the revised
costing information in a timely manner, relative to the fluctuation in raw materials prices, overheads
incurred and other relevant cost elements.

(c) Control Activities

Senior Management is accountable for all risks assumed under their respective areas of responsibilities and to
ensure that the Group’s objectives and goals are not adversely impacted by internal and external risks. Control
activities generally can be divided into three main categories:-

• Preventive controls are introduced to deter undesirable events or incidence of mistake, e.g., establish
the approval matrix by imposing organisational constraints and level of authority for execution, perform
periodical review to ensure the reliability and integrity of the information, etc.
• Detective controls are designed to prevent fraudulent activities from happening and remain undetected,
e.g., monitor and measure operational performance based on established key performance indicators,
perform monthly management review on operations and financial matters, etc.
• Corrective controls are designed to decrease the impact to the Group, when the risks have occurred, e.g.,
rectification of certain detected product non-conformances, production lapses, insurance, etc.

(d) Monitoring

There are processes to monitor the internal control policies and procedures designed and implemented by
Management:

• to ensure their effectiveness;


• to identify any significant control weaknesses which may prompt for corrective actions.

The Board, through the ARMC, Senior Management and the Internal Auditors, reviews the internal control
system on an on-going basis whilst the External Auditors perform review on an annual basis. The outcome
of the reviews is reported to ARMC for monitoring. Senior Management continues to be actively involved in
upholding and enhancing the control processes within all business units within the Group.

Internal Audit

The Group outsources the internal auditing function to a professional internal auditing firm to provide an
independent and objective assurance on its internal control system. The outsourced Internal Auditors
review the Group’s internal control system based on a risk-based approach and guided by accepted internal
auditing practices. The outsourced Internal Auditors present its internal audit plan biennial to the Audit and
Risk Management Committee for approval. Internal Audit Reports summarising audit scope and approach,
highlighting audit findings together with Management’s response are presented to ARMC on half-yearly basis.
The outsourced Internal Auditors performs follow-up audit on the implementation of action plans agreed by
Management in highlighted audit findings.

47
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

As required by paragraph 15.23 of the Listing Requirements of Bursa Malaysia Securities Berhad, the External Auditors
have reviewed this Statement on Risk Management and Internal Control accordance with the Audit and Assurance Practice
Guide 3 (“AAPG”) – Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal
Control included in the Annual Report for the financial year ended 30 June 2023, and reported to the Board that nothing
has come to their attention that causes them to believe that the Annual Report is not prepared, in all material aspects,
in accordance with the disclosures required by paragraph 41 and paragraph 42 of the Statement on Risk Management
and Internal Control: Guidelines for Directors of Listed Issuers, nor is the Statement factually inaccurate. AAPG3 does
not require the External Auditors to form an opinion on the adequacy on risk management and effectiveness of the risk
management and internal control system of the Group.

CONCLUSION

In accordance with the assessment of the Group’s system of internal control and risk management, the Board is of the view
that the system of internal control and risk management established for the financial year under review, and up to the date of
approval of this Statement, is sound and sufficient to safeguard the Group’s assets and the shareholders investments. The
Board has received assurance from the Managing Director, Executive Director and Group Finance Director that the Group’s
risk management and internal control system is operating effectively, in all material aspects, based on the framework
adopted by the Group. There were no material losses, contingencies or uncertainties arising from any inadequacy or failure
of the Group’s system of the internal control that would require separate disclosure in the Group’s Annual Report.

The Board and the management will continue to ensure that the Group’s system of internal control and risk management
continuously evolve to meet the changing and challenging business environment.

This Statement was approved by the Board on 10 October 2023.

48
ADDITIONAL COMPLIANCE
INFORMATION

1. Utilisation of Proceeds raised from Corporate Proposals

There were no corporate exercises or proposals to raise funds during the financial year ended 30 June 2023.

2. Audit and Non-Audit Fees

The amount of audit and non-audit fees paid or payable to the Group and the Company’s external auditors for the
financial year ended 30 June 2023 are as follows:

Group Company
(RM’000) (RM’000)
Audit fees 195 54
Non-audit fees 124 83

Total fees 319 137

Included in the non-audit fees amounted to RM75,000 which consists of due diligence services provided by Grant
Thornton Malaysia PLT’s member firm for the proposed acquisition of Malayan Adhesives and Chemicals Sdn. Bhd.
during the financial year.

3. Material Contracts

Save as disclosed below, there were no material contracts entered into by the Company or its subsidiaries involving
interests of Directors, Chief Executive who is not a Director or Major Shareholders, either still subsisting at the end of
the financial year ended 30 June 2023 or entered into since the end of the previous financial year:

 On 27 December 2022, Techbond entered into a conditional Share Sale Agreement (“SSA”) with Chemquest Sdn
Bhd (“CQ”) for the proposed acquisition of 13,939,334 ordinary shares in Malayan Adhesives and Chemicals Sdn
Bhd (“MAC”), representing approximately 99.57% equity interest in MAC for a cash consideration of RM57.00
million.

As of 27 December 2022, MAC was a 99.57% owned subsidiary of CQ. None of the directors, major shareholders
and/or persons connected to them has any interest, direct or indirect, in the proposed acquisition of MAC.

The SSA became unconditional on 22 February 2023 upon the fulfilment of the conditions precedent of the
SSA. The said acquisition was completed on 28 February 2023 in accordance with the SSA.

Techbond has subsequently on 4 July 2023 completed the acquisition of the remaining 0.43% equity interest in
MAC from the minority shareholders, making MAC a wholly-owned subsidiary of Techbond.

4. Recurrent Related Party Transactions

The Company will not be seeking any new or renewal of shareholders’ mandate for recurrent related party transactions
at the coming annual general meeting to be convened on 29 November 2023 as there is no requirement for it.

49
STATEMENT OF
DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS

The Board of Directors (“the Board”) are required by the Companies Act 2016 (“the Act”) to prepare financial statements in
accordance with the approved financial reporting standards in Malaysia for each financial year which give a true and fair
view of the financial position of the Group and their financial performance and cash flows for the financial year.

Throughout the preparation of the financial statements for the financial year ended 30 June 2023, the Board have:

i) Adopted the appropriate accounting policies, which were applied consistently and prudently in accordance with
applicable financial reporting standards in Malaysia;
ii) Made reasonable and prudent judgments and estimations; and
iii) Ensured that the financial statements were prepared on a going concern basis.

The Board are responsible to ensure that the Group keep proper and adequate accounting records which would be
disclosed when necessary, with reasonable accuracy reflecting on the financial position of the Group, and ensuring the
financial statements comply with the provisions of the Act.

The Board have the collective responsibility for taking such steps that are reasonably open to them to safeguard the assets
of the Group, and to prevent and detect fraud and other irregularities.

This statement is prepared pursuant to Paragraph 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.

50
financial
statements

Directors’ Report 52

Statement by Directors and 57


Statutory Declaration

Independent Auditors’ Report 58

Statements of Financial Position 62

Statements of Profit or Loss and 63


Other Comprehensive Income

Statements of Changes in Equity 64

Statements of Cash Flows 66

Notes to the Financial Statements 68


DIRECTORS’
REPORT

The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of
the Company for the financial year ended 30 June 2023.

PRINCIPAL ACTIVITIES

The principal activities of the Company are engaged in investment holding and provision of management services. The
principal activities of the subsidiary companies are disclosed in Note 7 to the Financial Statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiary companies
during the financial year.

FINANCIAL RESULTS

Group Company
RM’000 RM’000

Net profit for the financial year 11,008 4,248

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the financial year are as disclosed in the financial statements.

DIVIDENDS

The dividend declared and paid by the Company since the end of the previous financial year is as follows:-

RM

Final interim single tier dividend of 0.5 sen per ordinary share in
respect of financial year ended 30 June 2022 paid on 17 January 2023 2,646,986

The Directors recommended a final single tier dividend of 0.75 sen per ordinary share amounting to approximately RM3.98
million in respect of financial year ended 30 June 2023 which was subject to shareholders’ approval at the forthcoming
Annual General Meeting. The financial statements for the current financial year do not reflect this proposed dividend. Such
dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the
year ending 30 June 2024.

HOLDING COMPANY

The Directors regard Sonicbond Sdn. Bhd., a private limited liability company, incorporated and domiciled in Malaysia as
the holding company.

52
DIRECTORS’ REPORT
(CONT’D)

DIRECTORS OF THE COMPANY

The Directors who held office during the financial year and up to the date of this report are as follows:-

Dato’ Hamzah Bin Mohd Salleh


Lee Seng Thye
Tan Siew Geak
Lee Seh Meng
Ooi Guan Hoe
Selma Enolil Binti Mustapha Khalil
Lee Yuen Shiuan (alternate Director to Tan Siew Geak)

The names of the Directors of subsidiary companies are set out in the respective subsidiary companies’ financial statements
and the said information is deemed incorporated herein by such reference and made a part hereof.

DIRECTORS’ INTERESTS

According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016
(“Act”), the interests and deemed interests in the ordinary shares of the Company and its related corporations of those who
were Directors of the Company as at year end are as follows:-

Number of ordinary shares


At At
1.7.2022 Bought Sold 30.6.2023

Interests in the Company


Direct interests
Dato’ Hamzah Bin Mohd Salleh 225,000 – – 225,000
Tan Siew Geak – 110,500 – 110,500
Lee Seh Meng 1,022,000 – – 1,022,000
Ooi Guan Hoe 225,000 – – 225,000
Selma Enolil Binti Mustapha Khalil 225,000 – – 225,000
Lee Yuen Shiuan 1,022,000 – – 1,022,000

Deemed interests
Lee Seng Thye # 381,146,445 – – 381,146,445

Number of Warrants
At Exercised/ At
1.7.2022 Bought sold 30.6.2023

Direct interests
Dato’ Hamzah Bin Mohd Salleh 112,500 – – 112,500
Lee Seng Thye 2,250,000 – – 2,250,000
Lee Seh Meng 261,000 – – 261,000
Ooi Guan Hoe 112,500 – – 112,500
Lee Yuen Shiuan 261,000 – – 261,000

Deemed interests
Lee Seng Thye # 90,573,222 – – 90,573,222

# Deemed interests by virtue of his interest in Sonicbond Sdn. Bhd. pursuant to Section 8(4) of the Act

53
DIRECTORS’ REPORT
(CONT’D)

DIRECTORS’ INTERESTS (cont’d)

According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016
(“Act”), the interests and deemed interests in the ordinary shares of the Company and its related corporations of those who
were Directors of the Company as at year end are as follows:- (Cont’d)

Number of ordinary shares


At At
1.7.2022 Bought Sold 30.6.2023

Sonicbond Sdn. Bhd. (holding company)


Direct interests
Lee Seng Thye 96,800 – – 96,800
Tan Siew Geak (a) 3,200 – – 3,200

(a)
Pursuant to Section 8(4)(c) of the Act, Tan Siew Geak is not deemed to have an interest in the Company as her
shareholdings in Sonicbond Sdn. Bhd. is less than 20%

DIRECTORS’ REMUNERATION

During the financial year, the fees and other benefits received and receivable by the Directors of the Company are as
follows:

Group Company
RM’000 RM’000

Salaries, bonus and other emoluments 3,057 –


Defined contribution plan 261 –
Directors’ fees 228 228
Other benefits 18 18

During and at the end of the financial year, no arrangement subsisted to which the Company is a party, with the object or
objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures,
of the Company or any other body corporate.

ISSUE OF SHARES AND DEBENTURES

The details and salient features of Warrants are disclosed in Note 13 to the Financial Statements.

There was no issuance of shares or debentures during the financial year.

INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICER

The amount of indemnity coverage and insurance premium paid for Directors and officer of the Company during the
financial year amounted to RM3,000,000 and RM8,665 respectively.

54
DIRECTORS’ REPORT
(CONT’D)

OTHER STATUTORY INFORMATION

Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:-

(a) 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 satisfied themselves that there were no bad debts to be written off and that adequate provision
had been made for doubtful debts; and

(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their
value as shown in the accounting records of the Group and of the Company have been written down to an amount
which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances:-

(a) which would render it necessary to write off any 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 substantial extent; or

(b) which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; or

(c) 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; or

(d) not otherwise dealt with in this report or the financial statements which would render any amount stated in the
financial statements misleading.

At the date of this report, there does not exist:-

(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which
secures the liability of any other person; or

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

In the opinion of the Directors:-

(a) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of
twelve 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;

(b) the results of operations of the Group and of the Company during the financial year were not substantially affected
by any item, transaction or event of a material and unusual nature; and

(c) there has not arisen in the interval between the end of the financial year and the date of this report 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 current financial year in which this report is made.

55
DIRECTORS’ REPORT
(CONT’D)

AUDITORS

The Auditors, Grant Thornton Malaysia PLT have expressed their willingness to continue in office.

The amount of audit and other fees paid to or payable to the Auditors and its member firms by the Group and the Company
for the financial year ended 30 June 2023 amounted to RM318,531 and RM137,200 respectively. Further details are
disclosed in Note 19 to the Financial Statements.

There was no indemnity given to or insurance effected for the Auditors of the Company.

Signed on behalf of the Directors in accordance with a resolution of the Directors,

....................................................................... )
LEE SENG THYE )
)
)
)
)
)
) DIRECTORS
)
)
)
)
)
....................................................................... )
TAN SIEW GEAK )

Kuala Lumpur
10 October 2023

56
STATEMENT BY
DIRECTORS

In the opinion of the Directors, the financial statements set out on pages 62 to 108 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements 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 30 June 2023 and of its financial performance and its cash flows of the Group and of the Company for the financial
year then ended.

Signed on behalf of the Directors in accordance with a resolution of the Directors,

....................................................................... ........................................................................
LEE SENG THYE TAN SIEW GEAK

Kuala Lumpur
10 October 2023

STATUTORY
DECLARATION

I, Ng Yeow Siang, being the Officer primarily responsible for the financial management of Techbond Group Berhad, do
solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 62
to 108 are correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
Statutory Declarations Act 1960.

Subscribed and solemnly declared by )


the abovenamed at Kuala Lumpur in )
the Federal Territory this day of )
10 October 2023 ) ........................................................................
NG YEOW SIANG
(MIA NO: 22867)
CHARTERED ACCOUNTANT

Before me:

Commissioner for Oaths

57
INDEPENDENT AUDITORS’
REPORT
TO THE MEMBERS OF TECHBOND GROUP BERHAD
(Incorporated in Malaysia) Registration No: 201601019667 (1190604 - M)

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Techbond Group Berhad which comprise the statements of financial position
as at 30 June 2023 of the Group and of the Company, statements of profit or loss and other 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 a summary of significant accounting policies, as set out on pages
62 to 108.

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 30 June 2023, and their financial performance and their cash flows for the financial year then
ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting 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. 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, we do not provide a separate opinion on these matters.

Inventories’ valuation and existence

The risk –

As at 30 June 2023, the inventories as disclosed in Note 9 to the Financial Statements are significant to the total assets
of the Group. The inventories are measured at the lower of cost and net realisable value (“NRV”). The Group estimates the
NRV of inventories based on an assessment of expected sales prices. Changes in these assumptions could result in a
material change in the carrying value of inventories and the financial performance of the Group.

Our responses –

In addressing this area of focus, we have selected a sample of inventories items and reperformed the calculation of weighted
average cost method and compared the unit cost to the purchase invoices. In addition, we obtained an understanding and
reviewed the management’s assessment of NRV of the inventories and on a sample basis, tested the subsequent selling
prices of inventories. Also, we examined the conditions of inventories selected on a sample basis by attending physical
stock counts at financial year end. We also considered the adequacy of the Group’s disclosures in respect of inventories.

58
INDEPENDENT AUDITORS’ REPORT
(CONT’D)

Report on the Audit of the Financial Statements (Cont’d)

Key Audit Matters (Cont’d)

Impairment loss on trade receivables

The risk –

The key risk associated with the Group’s trade receivables is the recoverability of billed trade receivables as management
judgement is required in assessing the calculation of impairment loss on trade receivables through considering the expected
recoverability of the outstanding trade receivables. Group’s trade receivables are material to the financial statements. The
Group’s disclosures regarding trade receivables are in Notes 10 and 26.1(a) to the Financial Statements.

Our responses –

We have assessed management’s assumptions in calculating the impairment loss on trade receivables. These include
reviewing the trade receivables’ ageing report and testing the integrity of the ageing report by recalculating the due date for
a sample of invoices. We also tested the recoverability of outstanding trade receivables through examination of subsequent
receipts and reviewed the expected credit losses model developed by the Group.

There is no key audit matter to be communicated in respect of the audit of the financial statements of the Company.

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 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 the 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 Malaysian Financial Reporting Standards, International Financial Reporting
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
Group and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using going concern basis of accounting unless the Directors either intend to liquidate the Group and the Company or
to cease operations, or have no realistic alternative but to do so.

59
INDEPENDENT AUDITORS’ REPORT
(CONT’D)

Report on the Audit of the Financial Statements (Cont’d)

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 International Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:-

• Identify and assess the risks of material misstatement of the financial statements 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group
and of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.

• 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 Group and the Company’s ability 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 and the Company to cease to continue as a going concern.

• 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.

• 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 identified during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit
of the financial statements of the Group and of the Company for the current 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.

60
INDEPENDENT AUDITORS’ REPORT
(CONT’D)

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiary companies of
which we have not acted as auditors, are disclosed in Note 7 to the Financial Statements.

Other Matter

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.

GRANT THORNTON MALAYSIA PLT TAN VEER LEEN


(201906003682 & LLP0022494-LCA) (NO: 03627/12/2023 J)
CHARTERED ACCOUNTANTS (AF 0737) CHARTERED ACCOUNTANT

Kuala Lumpur
10 October 2023

61
STATEMENTS OF
FINANCIAL POSITION
AS AT 30 JUNE 2023

Group Company
Note 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

ASSETS
Non-current assets
Property, plant and equipment 4 58,610 49,765 – –
Investment properties 5 12,326 12,357 – –
Right-of-use assets 6 46,385 6,630 – –
Investment in subsidiary companies 7 – – 165,762 80,512
Other receivables 8 93 29 – –
Amount due from subsidiary companies 11 – – 466 20,157

Total non-current assets 117,414 68,781 166,228 100,669

Current assets
Inventories 9 38,191 44,027 – –
Trade receivables 10 24,547 18,243 – –
Other receivables 8 7,015 6,408 29 29
Amount due from subsidiary companies 11 – – 31 32,633
Current tax assets 1,118 1,246 15 –
Cash and cash equivalents 12 31,312 39,140 1,861 33,303

Total current assets 102,183 109,064 1,936 65,965

Total assets 219,597 177,845 168,164 166,634

EQUITY AND LIABILITIES


EQUITY
Equity attributable to the owners
of the Company
Share capital 13 143,826 143,826 143,826 143,826
Merger deficit (78,938) (78,938) – –
Exchange translation reserve 9,471 7,284 – –
Retained earnings 95,915 87,554 24,202 22,601

Total equity 170,274 159,726 168,028 166,427

LIABILITIES
Non-current liabilities
Deferred tax liabilities 14 11,054 1,534 – –
Other payables 15 43 – – –
Borrowings 16 22,811 – – –

Total non-current liabilities 33,908 1,534 – –

Current liabilities
Trade payables 17 9,762 14,596 – –
Other payables 15 4,163 1,849 136 188
Current tax liabilities 5 140 – 19
Borrowings 16 1,485 – – –

Total current liabilities 15,415 16,585 136 207

Total liabilities 49,323 18,119 136 207

Total equity and liabilities 219,597 177,845 168,164 166,634

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

62
STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023

Group Company
Note 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Revenue 18 108,947 85,125 7,000 17,290

Cost of sales (85,899) (65,249) – –

Gross profit 23,048 19,876 7,000 17,290

Other income 3,609 5,237 30 18

Finance income 1,071 555 972 1,015

Bargain purchase arising from acquisition


of a subsdiary company 1,647 – – –

Net allowance on impairment


loss on financial assets (69) (133) – –

Selling and distribution expenses (4,188) (2,804) – –

Administration expenses (11,739) (9,433) (1,286) (846)

Other expenses 19 (213) (245) (2,362) (15,423)

Finance costs (398) – – –

Profit before taxation 19 12,768 13,053 4,354 2,054

Tax expenses 20 (1,760) (1,855) (106) (141)

Net profit for the financial year 11,008 11,198 4,248 1,913

Other comprehensive income:-


Item that will be subsequently reclassified
to profit or loss
Exchange translation differences 2,187 706 – –

Total comprehensive income for the


financial year 13,195 11,904 4,248 1,913

Earnings per share attributable to owners of


the Company (sen):-

- Basic 21 2.08 2.12

- Diluted 21 1.96 1.91

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

63
STATEMENTS OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023

Exchange
Share Merger translation Retained
capital deficit reserve earnings Total
RM’000 RM’000 RM’000 RM’000 RM’000

Group
Balance as at 1 July 2021 143,821 (78,938) 6,578 79,003 150,464

Transactions with owners:

Second interim single tier dividend


of 0.5 sen per ordinary share
in respect of financial year
ended 30 June 2021 – – – (2,647) (2,647)

Exercise of Warrants 5 – – – 5

Net profit for the financial year – – – 11,198 11,198

Exchange translation differences – – 706 – 706

Total comprehensive income


for the financial year – – 706 11,198 11,904

Balance as at 30 June 2022 143,826 (78,938) 7,284 87,554 159,726

Transactions with owners:

Final interim single tier dividend


of 0.5 sen per ordinary share
in respect of financial year
ended 30 June 2022 – – – (2,647) (2,647)

Net profit for the financial year – – – 11,008 11,008

Exchange translation differences – – 2,187 – 2,187

Total comprehensive income


for the financial year – – 2,187 11,008 13,195

Balance as at 30 June 2023 143,826 (78,938) 9,471 95,915 170,274

64
STATEMENTS OF CHANGES IN EQUITY
(CONT’D)

Share Retained
capital earnings Total
RM’000 RM’000 RM’000

Company
Balance as at 1 July 2021 143,821 23,335 167,156

Transactions with owners:

Exercise of Warrants 5 – 5

Second interim single tier dividend of 0.5 sen per ordinary


share in respect of financial year ended 30 June 2021 – (2,647) (2,647)

Total comprehensive income for the financial year – 1,913 1,913

Balance as at 30 June 2022 143,826 22,601 166,427

Transactions with owners:

Second interim single tier dividend of 0.5 sen per ordinary


share in respect of financial year ended 30 June 2022 – (2,647) (2,647)

Total comprehensive income for the financial year – 4,248 4,248

Balance as at 30 June 2023 143,826 24,202 168,028

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

65
STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023

Group Company
Note 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

OPERATING ACTIVITIES
Profit before taxation 12,768 13,053 4,354 2,054

Adjustments for:
Amortisation of right-of-use assets 624 193 – –
Depreciation of property,
plant and equipment 3,686 2,987 – –
Depreciation of investment properties 31 31 – –
Finance income (1,071) (555) (972) (1,015)
Bargain purchase arising from acquisition
of a subsidiary company (1,647) – – –
Gain on disposal of property,
plant and equipment (44) (1,250) – –
Impairment loss on investment
in a subsidiary companies – – 2,362 15,423
Impairment loss on trade receivables 69 133 – –
Written off of trade receivables 20 – – –
Unrealised gain on foreign exchange (1,412) (3,124) (27) (18)
Provision for gratuity 43 – – –

Operating profit before working


capital changes 13,067 11,468 5,717 16,444

Changes in working capital:-


Inventories 15,068 (12,923) – –
Receivables 1,634 1,881 – 28
Payables (7,245) 6,051 (52) 120

Cash generated from operations 22,524 6,477 5,665 16,592

Finance income received 1,071 555 972 1,015


Tax refunded – 17 – 10
Tax paid (678) (2,383) (140) (118)

Net cash generated from


operating activities 22,917 4,666 6,497 17,499

INVESTING ACTIVITIES
Proceeds from disposal of
property, plant and equipment 128 1,379 – –
Purchase of property, plant and equipment (1,794) (2,691) – –
Acquisition of share in new
subsidiary company (51,311) – – –
Investment in a subsidiary company – – (87,612) –
Repayment from subsidiary companies – – 52,315 154
Placement of fixed deposits with
licensed banks (9,879) – – –

Net cash (used in)/from investing activities (62,856) (1,312) (35,297) 154

66
STATEMENTS OF CASH FLOWS
(CONT’D)

Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000

FINANCING ACTIVITIES
Proceeds from exercise of Warrants – 5 – 5
Drawdown of borrowings 52,500 – – –
Repayment of borrowings (28,204) – – –
Dividend paid (2,647) (2,647) (2,647) (2,647)

Net cash from/(used in) financing activities 21,649 (2,642) (2,647) (2,642)

CASH AND CASH EQUIVALENTS


Net changes (18,290) 712 (31,447) 15,011
Effect on foreign currency translation
differences on cash and cash equivalents 583 406 5 4
At beginning of financial year 39,140 38,022 33,303 18,288

At end of financial year A 21,433 39,140 1,861 33,303

NOTES TO THE STATEMENTS OF CASH FLOWS

A. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the statements of cash flows comprise the following:-

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Cash and bank balances 13,267 12,630 183 6,801


Fixed deposits with licensed banks (Note 12) 11,467 – – –
Short-term demand deposits (Note 12) 6,578 26,510 1,678 26,502

31,312 39,140 1,861 33,303


Less: Fixed deposits with licensed banks
more than 3 months (9,879) – – –

21,433 39,140 1,861 33,303

B. CASH OUTFLOWS FOR LEASES AS A LESSEE

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Included in net cash from/(used in)


operating activities
Payment relating to short-term leases 178 147 – –

Total cash outflows for leases 178 147 – –

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

67
NOTES TO THE
FINANCIAL STATEMENTS
30 JUNE 2023

1. GENERAL INFORMATION

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. The registered office of the Company is located at Unit 30-01, Level 30,
Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. The principal
place of business of the Company is located at No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota Kemuning,
40460 Shah Alam, Selangor Darul Ehsan.

The principal activities of the Company are engaged in investment holding and provision of management services.
The principal activities of the subsidiary companies are disclosed in Note 7 to the Financial Statements.

There have been no significant changes in the nature of these activities of the Company and its subsidiary companies
during the financial year.

The Directors regard Sonicbond Sdn. Bhd., a private limited liability company, incorporated and domiciled in Malaysia
as the holding company.

The financial statements were authorised for issue by the Directors in accordance with a resolution of the Directors
passed on 10 October 2023.

2. BASIS OF PREPARATION

2.1 Statement of compliance

The financial statements of the Group and of the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the
requirements of the Companies Act 2016 in Malaysia.

2.2 Basis of measurement

The financial statements of the Group and of the Company are prepared under the historical cost convention,
unless otherwise indicated in the summary of significant accounting policies.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and
services.

2.3 Functional and presentation currency

The financial statements are presented in Ringgit Malaysia (“RM”) which is also the Company’s functional
currency. All amounts in the financial statements are rounded to the nearest thousand, unless otherwise
indicated.

2.4 Adoption of new standards/amendments/improvements to MFRSs

The Group and the Company have applied the accounting policies as set out in Note 3 to all financial years
presented in these financial statements.

At the beginning of the current financial year, the Group and the Company adopted new standards/amendments/
improvements to MFRSs which are mandatory for the current financial year.

Initial application of the new standards/amendments/improvements to the standards did not have a material
impact on the financial statements of the Group and of the Company.

68
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

2. BASIS OF PREPARATION (Cont’d)

2.5 Standards issued but not yet effective

The new and amended standards that are issued but not yet effective up to the date of issuance of the Group’s
and the Company’s financial statements are disclosed below. The Group and the Company intend to adopt
these new and amended standards, if applicable, when they become effective:-

MFRSs and Amendments to MFRSs effective 1 January 2023:-


MFRS 17*# and Amendments Insurance Contracts and amendment to MFRS 17 Insurance Contracts
to MFRS 17*#
Amendments to MFRS 17* Initial Application of MFRS 17 and MFRS 9 - Comparative Information
Amendments to MFRS 101 Presentation of Financial Statements - Disclosure of Accounting Policies
Amendments to MFRS 108 Accounting Policies, Changes in Accounting Estimates and Errors -
Definition of Accounting Estimates
Amendments to MFRS 112*# Income Taxes - Deferred Tax related to Assets and Liabilities arising from
a Single Transaction
Amendments to MFRS 112* Income Taxes - International Tax Reform: Pillar Two Model Rules

Amendments to MFRSs effective 1 January 2024:-


Amendments to MFRS 16 Leases: Lease Liability in a Sale and Leaseback
Amendments to MFRS 101 Presentation of Financial Statements: Non-current Liabilities with
Covenants
Amendments to MFRS 101 Presentation of Financial Statements: Classification of Liabilities as
Current or Non -current
Amendments to MFRS 107*# Statement of Cash Flows: Supplier Finance Arrangements
and MFRS 7*#

Amendments to MFRS effective 1 January 2025:-


Amendments to MFRS 121* The Effects of Changes in Foreign Rates - Lack of Exchangeability

Amendments to MFRSs – effective date deferred indefinitely:-


MFRS 10*# and 128*# Consolidated Financial Statements and Investments in Associates and
Joint Ventures: Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture

* Not applicable to the Company’s operation


# Not applicable to the Group’s operation

The initial application of the above applicable standards and amendments are not expected to have any
significant impacts to the financial statements.

2.6 Significant accounting estimates and judgements

Estimates, assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Group’s and of the Company’s accounting policies and reported
amounts of assets, liabilities, income and expenses and disclosures made. Estimates and underlying
assumptions are assessed on an on-going basis and are based on experience and relevant factors, including
expectations of future events that are believed to be reasonable under the circumstances. The actual results
may differ from the judgements, estimates and assumptions made by management, and will seldom equal the
estimated results.

69
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

2. BASIS OF PREPARATION (Cont’d)

2.6 Significant accounting estimates and judgements (Cont’d)

2.6.1 Estimation uncertainty

Information about significant estimates and assumptions that have the most significant effect on
recognition and measurement of assets, liabilities, income and expenses are discussed below:-

Useful lives of depreciable assets

Management estimates the useful lives of the property, plant and equipment, investment properties and
right-of-use assets to be within 2 to 99 years and reviews the useful lives of depreciable assets at each
reporting date. At 30 June 2023, the management assesses that the useful lives represent the expected
utility of the assets to the Group. Actual results, however, may vary due to change in the expected level
of usage and technological developments, which resulting the adjustment to the Group’s assets.

The carrying amounts of the Group’s property, plant and equipment, investment properties and right-of-
use assets at the reporting date are disclosed in Notes 4, 5 and 6 to the Financial Statements.

Impairment of non-financial assets

An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying
amount exceeds its recoverable amount. To determine the recoverable amount, management estimates
expected future cash flows from each cash-generating unit and determines a suitable interest rate in
order to calculate the present value of those cash flows. In the process of measuring expected future
cash flows, management makes assumptions about future operating results. The actual results may
vary, and may cause significant adjustments to the Group’s and Company’s assets within the next
financial year.

In most cases, determining the applicable discount rate involves estimating the appropriate adjustment
to market risk and the appropriate adjustment to asset-specific risk factors.

Inventories

Inventories are measured at the lower of cost and net realisable value. In estimating net realisable
values, management takes into account the most reliable evidence available at the times the estimates
are made. The Group’s core business is subject to economical and technology changes which may
cause selling prices to change rapidly and the Group’s profit to change.

The management reviews inventories to identify damaged, obsolete and slow moving inventories which
required judgement and change in such estimates could result in revision to the valuation of inventories.

The carrying amount of the Group’s inventories at the reporting date is disclosed in Note 9 to the
Financial Statements.

Provision for expected credit losses (“ECLs”) of trade receivables

The Group uses a provision matrix and credit rating assessment to calculate ECLs for trade receivables.
The provision rates are based on days past due for groupings of various customer segments that have
similar loss patterns (i.e. by geography, product type, customer type and rating, coverage by letter of
credit and other forms of credit insurance).

The provision matrix is initially based on the Group’s historical observed default rates or apply the
external credit rating if no historical of default rates. The Group will calibrate the matrix to adjust the
historical credit loss experience with forward-looking information. For instance, if forecast economic
conditions (i.e. gross domestic products) are expected to deteriorate over the next year which can lead
to an increased number of defaults in the commercial sector, the historical default rates are adjusted.
At every reporting date, the historical observed default rates are updated and changes in the forward-
looking estimates are analysed.

70
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

2. BASIS OF PREPARATION (CONT’D)

2.6 Significant accounting estimates and judgements (Cont’d)

2.6.1 Estimation uncertainty (Cont’d)

Provision for expected credit losses (“ECLs”) of trade receivables (Cont’d)

The assessment of the correlation between historical observed default rates, forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also
not be representative of customer’s actual default in the future.

Income taxes and deferred tax liabilities

Significant judgement is involved in determining the Group’s provision for income taxes. There are
certain transactions and computations for which the ultimate tax determination is uncertain during
the ordinary course of business. The Group recognises tax liabilities based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts
that were initially recognised, such difference will impact the income tax and deferred tax provisions in
the financial year in which such determination is made.

2.6.2 Significant management judgements

The following is the significant management judgement in applying accounting policies of the Group
that have the most significant effect on the amounts recognised in the Financial Statements.

Classification between investment properties and owner-occupied properties

The Group determines whether a property qualifies as an investment property and has developed
criteria in making that judgement. Investment property is a property held to earn rentals or for capital
appreciation or both. Therefore, the Group considers whether a property generates cash flows largely
independently of the other assets held by the Group.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion
that is held for use in the production or supply of goods or services or for administrative purposes. The Group
accounts for the portions separately if the portions could be sold separately (or leased out separately). If the
portions could not be sold separately, the property is an investment property only if an insignificant portion is
held for use in the production or supply of goods or services or for administrative purposes.

Judgement is made on an individual property basis to determine whether ancillary services are so
significant that a property does not qualify as an investment property.

3. SIGNIFICANT ACCOUNTING POLICIES

The Group and the Company apply the significant accounting policies, as summarised below consistently throughout
all years presented in the financial statements.

3.1 Consolidation

3.1.1 Subsidiary companies

Subsidiary companies are entities, including structured entity, controlled by the Company. Control exists
when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity. Potential voting rights are considered
when assessing control only when such rights are substantive. Besides, the Group considers it has de
facto power over an investee when, despite not having the majority of voting rights, it has the current
ability to direct the activities of the investee that significantly affect the investee’s return.

71
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.1 Consolidation (Cont’d)

3.1.1 Subsidiary companies (Cont’d)

Investment in subsidiary companies is stated at cost less any impairment losses in the Company’s
statement of financial position, unless the investment is held for sale or distribution.

Upon the disposal of investment in subsidiary companies, the difference between the net disposal
proceeds and its carrying amount is included in profit or loss.

3.1.2 Basis of consolidation

The Group’s financial statements consolidate the audited financial statements of the Company and
all of its subsidiary companies, which have been prepared in accordance with the Group’s accounting
policies. Amounts reported in the financial statements of subsidiary companies have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group. The financial
statements of the Company and its subsidiary companies are all drawn up to the same reporting date.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the Group are eliminated in full in preparing the consolidated financial statements.
Intragroup losses may indicate an impairment that requires recognition in the consolidated financial
statements. Temporary differences arising from the elimination of profits and losses resulting from
intragroup transactions will be treated in accordance with MFRS 112 Income Taxes.

Subsidiary companies are consolidated from the date on which control is transferred to the Group and
are no longer consolidated from the date that control ceases.

3.1.3 Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value and
the amount of any non-controlling interests in the acquiree. For each business combination, the Group
elects whether it measures the non-controlling interests in the acquiree either at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed
and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through
profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed
to be an asset or liability will be recognised either in profit or loss or as a change to other comprehensive
income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent
settlement is accounted for within equity. In instances, where the contingent consideration does not fall
within the scope of MFRS 9, it is measured in accordance with the appropriate MFRS.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests over the net identifiable assets acquired and
liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary
company acquired, the difference is recognised in profit or loss.

72
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.1 Consolidation (Cont’d)

3.1.3 Business combinations and goodwill (Cont’d)

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed
of, the goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative values of the operation disposed of and the portion of
the cash-generating unit retained.

3.1.4 Common control business combination

A business combination involving entities under common control is a business combination in which all
the combining entities or business are ultimately controlled by the same party or parties both before or
after the business combination and that control is not transitory.

For such common control business combinations, the merger accounting principles are used to
account for the assets, liabilities, results, equity changes and cash flows of the combining entities in the
combined financial statements.

Under the merger method of accounting, the results of the subsidiary companies are presented as if
the merger had been effected throughout the current and previous years. The assets and liabilities
combined are accounted for based on the carrying amounts from the perspective of the common
control shareholder at the end of transfer.

On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting
credit differences is classified as equity and regarded as a non-distributable reserve. Any resulting debit
difference is adjusted against any suitable reserve. Any other reserves which are attributable to share
capital of the merged entities, to the extent that they have not been capitalised by a debit difference are
classified and presented as movement in other capital reserves.

The effect of all transactions and balances between the combining entities, whether occurring before or
after the combination are eliminated in preparing the financial statements.

Merger deficit represents the excess arising from the nominal value of the shares issued over the
nominal value of the shares acquired.

3.1.5 Loss of control

Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the
subsidiary, any non-controlling interests and the other components of equity related to the subsidiary.
Any surplus or deficit arising on the loss of control is recognised in profit or loss.

If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value
at the date that control is lost. Subsequently it is accounted for as an equity accounted investee or as a
financial asset depending on the level of influence retained.

73
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.2 Foreign currency translations

3.2.1 Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rates prevailing at the
date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency spot rate of exchange ruling at the reporting date.

All differences are taken to the profit or loss with the exception of all monetary items that forms part
of a net investment in a foreign operation. These are recognised in other comprehensive income until
the disposal of the net investment, at which time they are reclassified to profit or loss. Tax charges
and credits attributable to exchange differences on those monetary items are also recorded in other
comprehensive income.

Non-monetary items that are measured in term of historical cost in a foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at
fair value in a foreign currency are translated using the exchange rates at the date when the fair value
is determined. The gain or loss arising in translation of non-monetary items is recognised in line with
the gain or loss of the item that gave rise to the translation difference (translation differences on items
whose gain or loss is recognised in other comprehensive income or profit or loss are also recognised in
other comprehensive income or profit or loss respectively).

3.2.2 Foreign operations

The assets and liabilities of foreign operations that are dominated in functional currency other than
Ringgit Malaysia (“RM”) are translated into RM at the rate of exchange prevailing at the reporting date
and their profit or loss and other comprehensive income are translated at average rate over the reporting
period. The exchange differences arising on the translation are recognised in other comprehensive
income. On disposal of a foreign operations, the component of other comprehensive income relating to
that particular foreign operations is recognised in the profit or loss.

Foreign currency differences are recognised in other comprehensive income and accumulated in the
exchange translation reserve in equity.

When a foreign operation is disposed of such that control, significant influence or joint control is lost, the
cumulative amount in the exchange translation reserve related to that foreign operation is reclassified
to profit or loss as part of the profit or loss on disposal.

3.3 Property, plant and equipment

All property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably.

Cost includes expenditures that are directly attributable to the acquisition of the assets and any other costs
directly attributable to bring the assets to working condition for their intended use, cost of replacing component
parts of the assets and the present value of the expected cost for the decommissioning of the assets after their
use. All other repair and maintenance costs are recognised in profit or loss as incurred.

74
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.3 Property, plant and equipment (Cont’d)

Property, plant and equipment are written down to recoverable amount if in the opinion of the Directors, it is
less than their carrying value. Recoverable amount is the net selling price of the property, plant and equipment
(i.e. the amount obtainable from sale of an asset in an arm’s length transaction between knowledgeable, willing
parties less the costs of disposal).

Depreciation is recognised on the straight-line method in order to write off the cost of each asset over its
estimated useful lives. Freehold land with an infinite life is not depreciated. Other property, plant and equipment
are depreciated based on the estimated useful lives of the assets as follows:-

Buildings 2% - 4%
Renovation 2%
Plant and machinery 5% - 50%
Office furniture and equipment 10% - 50%
Motor vehicles 10% - 20%

Capital work-in-progress which consist of machineries and equipment under installation for their intended use
as production facilities and factory under construction are stated at cost. Capital work-in-progress are not
depreciated until they are completed and ready for their intended use.

The residual values, useful lives and depreciation method are reviewed at least annually to ensure that the
amount, method and rates of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.

Property, plant and equipment are derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Gains or losses arising on the disposal of property, plant and equipment are
determined as the differences between the disposal proceeds and the carrying amounts of the assets and are
recognised in profit or loss.

3.4 Investment properties

Investment properties are properties which are owned or held under a leasehold interest to earn rental income
or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production
or supply of goods or services or for administrative purposes.

Investment properties are initially measured at cost, including transaction cost. Cost includes expenditures
that are directly attributable to the acquisition of the investment properties. Subsequently to initial recognition,
investment properties are measured at cost less accumulated depreciation and impairment losses, if any.

Depreciation is recognised on the straight-line method in order to write off the cost over its estimated useful
life. Freehold land with an infinite life is not depreciated. Investment properties are depreciated based on the
estimated useful lives of the assets as follows:-

Building 2%

Investment properties are derecognised when either they are disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss on the
retirement or disposal of an investment property is recognised in the profit or loss in the financial year of
retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value
at the date of change. When an item of property, plant and equipment is transferred to investment property
following a change in its use, any difference arising at the date of transfer between the carrying amount of the
item immediately prior to transfer and its fair value is recognised directly in equity.

75
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.5 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of raw materials, packaging materials
and spare parts are determined on a weighted average basis which include all expenses incurred in bringing the
inventories to their present location and condition. Cost of work-in-progress and finished goods are determined
using standard costing which includes cost of purchases, direct labours and other production costs.

Net realisable value is the estimated selling price in the ordinary course of business less any estimated costs
necessary to make the sale.

3.6 Financial instruments

A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

3.6.1 Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition as subsequently measured at amortised cost, fair
value through other comprehensive income (“OCI”) and fair value through profit or loss (“FVTPL”).

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s and the Company’s business model for managing them. With
the exception of trade receivables that do not contain a significant financing component or for which
the Group and the Company have applied the practical expedient, the Group and the Company initially
measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI,
it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair
value through profit or loss, irrespective of the business model.

The Group’s and the Company’s business model for managing financial assets refers to how it manages
its financial assets in order to generate cash flows. The business model determines whether cash flows
will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets
are classified and measured at amortised cost are held within a business model with the objective to
hold financial assets in order to collect contractual cash flows while financial assets classified and
measured at fair value through OCI are held within a business model with the objective of both holding
to collect contractual cash flows and selling.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e.
the date that the Group and the Company commit to purchase or sell the asset.

76
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.6 Financial instruments (Cont’d)

3.6.1 Financial assets (Cont’d)

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:-

• Financial assets at amortised cost (debt instruments)


• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments)
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments)
• Financial assets at fair value through profit or loss

At the reporting date, the Group and the Company carry only financial assets measured at amortised
costs on their statements of financial position.

Financial assets at amortised cost

Financial assets at amortised cost are subsequently measured using the effective interest (“EIR”)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset
is derecognised, modified or impaired. The Group’s and the Company’s trade and other receivables
excluding prepayments, amount due from subsidiary companies, cash and cash equivalents fall into
this category of financial instruments.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised when:-

• The rights to receive cash flows from the asset have expired; or

• The Group and the Company have transferred their rights to receive cash flows from the asset
or have assumed an obligation to pay the received cash flows in full without material delay to a
third party under a “pass-through” arrangement and either (a) the Group and the Company have
transferred substantially all the risks and rewards of the asset, or (b) the Group and the Company
have neither transferred nor retained substantially all the risks and rewards of the asset but has
transferred control of the asset.

When the Group and the Company have transferred their rights to receive cash flows from an asset or
has entered into a “pass-through” arrangement, they evaluate if, and to what extent, they have retained
the risks and rewards of ownership. When they have neither transferred nor retained substantially all
of the risks and rewards of the asset, nor transferred control of the asset, the Group and the Company
continue to recognise the transferred asset to the extent of their continuing involvement. In that case, the
Group and the Company also recognise an associated liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights and obligations that the Group and the Company
have retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the
lower of the original carrying amount of the asset and the maximum amount of consideration that the
Group and the Company could be required to repay.

77
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.6 Financial instruments (Cont’d)

3.6.1 Financial assets (Cont’d)

Impairment

The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held
at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the Group expects to receive, discounted
at an approximation of the original effective interest rate. The expected cash flows will include cash flows
from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of
the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group
considers a financial asset in default when contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group. A financial asset is written off
when there is no reasonable expectation of recovering the contractual cash flows.

3.6.2 Financial liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:-

• Financial liabilities at fair value through profit or loss


• Financial liabilities at amortised cost

At the reporting date, the Group and the Company carry only financial liabilities at amortised cost on
their statements of financial position.

Financial liabilities at amortised cost

After initial recognition, carrying amounts are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as
through the EIR amortisation process. Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is
included as finance costs in profit or loss.

The Group’s and the Company’s financial liabilities include trade and other payables excluding sales tax
payable and borrowings.

78
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.6 Financial instruments (Cont’d)

3.6.2 Financial liabilities (Cont’d)

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or
expired. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in profit or loss.

3.6.3 Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statements of
financial position if, and only if, there is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities
simultaneously.

3.7 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, bank balances, fixed deposits with licensed banks and
short-term demand deposits which are readily convertible to known amount of cash and which are subject to
an insignificant risk of changes in value.

For the purpose of the statements of financial position, cash and cash equivalents restricted to be used to
settle a liability of 12 months or more after the reporting date are classified as non-current assets.

3.8 Impairment of non-financial assets

At each reporting date, the Group and Company review the carrying amounts of its non-financial assets to
determine whether there is any indication of impairment by comparing its carrying amount with its recoverable
amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For
the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units).

In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to
its recoverable amount. Impairment losses recognised in respect of a cash-generating unit or groups of cash
generating units are allocated first to reduce the carrying amount of any goodwill allocated to those units or
group of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a
pro-rata basis.

An impairment loss is recognised as an expense in the profit or loss immediately.

Impairment losses of continuing operations are recognised in the profit or loss in those expense categories
consistent with the function of the impaired asset.

79
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.9 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease, that is, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

3.9.1 As lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises right-of-use assets representing the right
to use the underlying assets.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable
certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over
the shorter of the estimated useful life of the asset and the lease term.

3.9.1.1 Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the
date the underlying asset is available for use). Right-of-use assets are measured at cost less
any accumulated depreciation and impairment losses, if any. The cost of right-of-use assets
consist of up-front payments to acquire long-term interests in the usage of land in Vietnam.
Right-of-use assets are depreciated on a straight line basis over the shorter of the lease term
and the estimated useful lives of the assets, as follows:-

• Land use rights – over 30 to 41 years


• Leasehold land – over 99 years
• Leasehold buildings – 5% to 33%

3.9.1.2 Short-term leases and leases of low-value assets

The Group applies the short-term leases recognition exemption to its short-term leases (i.e.
those leases that have a lease term of 12 months or less from the commencement date and
do not contain a purchase option). It also applies the leases of low-value assets recognition
exemption to leases of that are considered to be of low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expenses on a straight line basis
over the lease term.

3.9.2 As lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line
basis over the lease terms and is included in other income in the statement of profit or loss due to its
operating nature. Contingent rents are recognised as other income in the year in which they are earned.

3.10 Equity instruments and reserves

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the
Company after deducting all of its liabilities. Ordinary shares are equity instruments.

Retained earnings include all current year’s net profit and prior years’ retained earnings.

All transactions with the owners of the Company are recorded separately within equity.

Interim dividends on ordinary shares are accounted for in equity in the financial year in which they are declared
while final dividends are recognised in equity upon approval of the shareholders in general meeting.

80
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.11 Employees benefits

3.11.1 Short term employees benefits

Wages, salaries, bonuses and social security contributions are recognised as expenses in the financial
year in which the associated services are rendered by the employees of the Group and the Company.
Short term accumulating compensated absences such as paid annual leave are recognised when
services are rendered by employees that increase their entitlement to future compensated absences,
and short term non-accumulating compensated absences such as sick leave are recognised when the
absences occurred.

3.11.2 Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group or the Company
pays fixed contributions into independent entities of funds and will have no legal or constructive
obligation to pay further contribution if any of the funds do not hold sufficient assets to pay all employee
benefits relating to employee services in the current and preceding financial years.

Such contributions are recognised as expenses in the profit or loss as incurred. As required by law,
companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”).

3.11.3 Provision for gratuity

The Group operates a non-funded defined contribution scheme. The provision is made at contracted
rates for benefits that would become payable on the retirement or resignation of eligible employees and
is charged to the profit or loss in the financial year in which it is provided.

3.12 Revenue

Revenue is recognised as and when a performance obligation in the contract with customer is satisfied, i.e.
when the “control” of the goods or services underlying the particular performance obligation is transferred to
customer.

The Group recognises the revenue arising from services at a point in time unless one of the following overtime
criteria is met:-

(a) The customer simultaneously receives and consumes the benefits provided;
(b) The Group’s performance creates or enhances an asset that the customer control as the assets is created
or enhanced; or
(c) The Group’s performance does not create an asset with an alternative use and the Group has an
enforceable right to payment for performance completed to date.

A contract liability is the obligation to transfer goods or services to a customer for which the Company
has received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Company transfers goods or services to the customer, a contract liability is recognised
when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as
revenue when the Company performs under the contract. The contract liability of the Group are included in
other payables.

The Group is in the business of developing, manufacturing and trading of industrial adhesives and sealants
and providing supporting products and services. Revenue from contracts with customers is recognised when
control of goods is transferred to the customer at an amount that reflects the consideration to which the
Company expects to be entitled in exchange of goods.

81
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.12 Revenue (Cont’d)

3.12.1 Sales of goods

Revenue from sale of goods is recognised at a point in time when control of the asset is transferred to
the customer, generally on delivery of goods.

3.12.2 Finance income

Finance income is recognised as it accrues using the effective interest method in profit or loss.

3.12.3 Dividend income

Dividend income is recognised when the Company’s right to receive such payment is established,
which is generally when it approves the dividend declared by its subsidiary companies.

3.12.4 Rental income

Rental income is recognised on a straight-line basis over the specific tenure of the leases.

3.13 Tax expenses

Tax expenses comprise current tax and deferred tax and are recognised in profit or loss.

3.13.1 Current tax

Current tax is the expected amount of income tax payable or receivable on the taxable income or loss
for the year, using tax rates enacted or substantively enacted by the reporting date and any adjustment
to tax payable in respect of previous years.

Current tax is recognised in the statements of financial position as a liability (or an asset) to the extent
that it is unpaid (or refundable).

3.13.2 Deferred tax

Deferred tax is recognised using the liability method, providing for temporary differences between the
carrying amounts of assets and liabilities in the statements of financial position and their tax bases.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.

82
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

3.14 Provisions

Provisions are recognised when there is a present legal or constructive obligation that can be estimated reliably,
as a result of a past event, when it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are not recognised for future operating losses.

Any reimbursement that the Group and the Company can be virtually certain to collect from a third party with
respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of
the related provision.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of economic resources will be required to settle the obligation, the provisions are
reversed. Where the effect of the time of money is material, provisions are discounted using a current pre tax
rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in
the provisions due to the passage of time is recognised as a finance cost.

3.15 Borrowing costs

Borrowing costs are expensed in the period in which they incurred. Borrowing costs consist of interest and
other costs that the Company incurred in connection with the borrowing of funds.

3.16 Operating segments

An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of
the Group’s other components. All operating segments’ operating results are reviewed regularly by the chief
operating decision maker to make decision about resources to be allocated to the segment and to assess its
performance and for which discrete financial information is available.

83
4. PROPERTY, PLANT AND EQUIPMENT

Office
furniture Capital
Freehold Plant and and Motor work-in-
land Buildings Renovation machinery equipment vehicles progress Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(CONT’D)

Cost
At 1 July 2021 4,560 23,607 908 36,843 2,483 3,019 298 71,718
Additions – – 3 478 – 563 1,647 2,691
Reclassifications – – – 1,168 86 – (1,254) –
Disposals – – – (2,116) (113) (487) – (2,716)
Foreign currency translation differences – 901 – 1,070 4 77 – 2,052

At 30 June 2022 4,560 24,508 911 37,443 2,460 3,172 691 73,745
Additions – – 7 1,160 200 114 313 1,794
Reclassifications – – – 853 2 – (855) –
Disposals – – – – (169) (3) – (172)
Written off – – – (300) (4) – – (304)
Acquisition of a subsidiary company – – – 42,082 5,386 407 – 47,875
Foreign currency translation differences – 904 – 1,063 38 79 – 2,084

At 30 June 2023 4,560 25,412 918 82,301 7,913 3,769 149 125,022

Accumulated depreciation
At 1 July 2021 – 4,672 102 15,345 1,284 1,927 – 23,330
Charge for the financial year – 635 18 1,821 197 316 – 2,987
Disposals – – – (2,116) (113) (358) – (2,587)
Foreign currency translation differences – 128 – 90 4 28 – 250
NOTES TO THE FINANCIAL STATEMENTS

At 30 June 2022 – 5,435 120 15,140 1,372 1,913 – 23,980


Charge for the financial year – 647 18 2,417 334 270 – 3,686
Disposals – – – – (87) (1) – (88)
Written off – – – (300) (4) – – (304)
Acquisition of a subsidiary company – – – 34,002 4,594 237 – 38,833
Foreign currency translation differences – 155 – 113 8 29 – 305

At 30 June 2023 – 6,237 138 51,372 6,217 2,448 – 66,412

Net carrying amount


At 30 June 2023 4,560 19,175 780 30,929 1,696 1,321 149 58,610

At 30 June 2022 4,560 19,073 791 22,303 1,088 1,259 691 49,765

84
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

4. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Freehold land and buildings amounting to RM7,094,763 (2022: Nil) has been charged to a licensed bank to secure the
banking facilities granted to the Group.

5. INVESTMENT PROPERTIES

Group Freehold
land Building Total
RM’000 RM’000 RM’000

Cost
At 1 July 2021/30 June 2022/30 June 2023 10,851 1,544 12,395

Accumulated depreciation
At 1 July 2021 – 7 7
Charge for the financial year – 31 31

At 30 June 2022 – 38 38
Charge for the financial year – 31 31

At 30 June 2023 – 69 69

Net carrying amount


At 30 June 2023 10,851 1,475 12,326

At 30 June 2022 10,851 1,506 12,357

Fair value of investment properties

During the year, the freehold land and building were revalued by Henry Butcher Malaysia (SEL) Sdn. Bhd., an
independent professional valuer.

Comparison method and cost approach were adopted in arriving at the market value of the investment properties.
Comparison method entails sales price of comparable properties in close proximity are adjusted for differences in
key attributes such as location, size, building differences, improvements and amenities and time element. While
cost approach is based on an estimate of the current market value of land for its existing use, plus the current gross
replacement cost of improvements less allowances for physical deterioration.

In prior year, the market value at the reporting date was obtained from observable market information, determined
by reference to similar properties which had been sold. No independent valuation by professional valuer has been
performed on these investment properties.

Fair value of the investment properties is as follows:-

2023 2022
RM’000 RM’000

Freehold land and buildings 13,000 15,513

85
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

5. INVESTMENT PROPERTIES (CONT’D)

The following income/(expenses) are recognised in profit or loss in respect of investment properties:

Group
2023 2022
RM’000 RM’000

Rental income 722 704


Income generating direct operating expenses
- Quit rent (18) (22)

Freehold land and building amounting to RM12,325,957 (2022: Nil) has been charged to a licensed bank to secure the
banking facilities granted to the Group.

6. RIGHT-OF-USE ASSETS

Group Leasehold Leasehold Land


land buildings use right Total
RM’000 RM’000 RM’000 RM’000

Cost
At 1 July 2021 – – 7,158 7,158
Foreign currency translation differences – – 442 442

At 30 June 2022 – – 7,600 7,600


Acquisition of a subsidiary company 38,061 11,955 – 50,016
Foreign currency translation differences – – 443 443

At 30 June 2023 38,061 11,955 8,043 58,059

Accumulated amortisation
At 1 July 2021 – – 724 724
Charge for the financial year – – 193 193
Foreign currency translation differences – – 53 53

At 30 June 2022 – – 970 970


Charge for the financial year 265 154 205 624
Acquisition of a subsidiary company 1,257 8,759 – 10,016
Foreign currency translation differences – – 64 64

At 30 June 2023 1,522 8,913 1,239 11,674

Net carrying amount


At 30 June 2023 36,539 3,042 6,804 46,385

At 30 June 2022 – – 6,630 6,630

86
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

7. SUBSIDIARY COMPANIES

Investment in subsidiary companies

Company
2023 2022
RM’000 RM’000

Unquoted shares, at cost 189,549 101,937


Less: Accumulated impairment loss
At beginning of financial year 21,425 6,002
Impairment loss recognised 2,362 15,423

At end of financial year 23,787 21,425

165,762 80,512

The Company conducted an impairment review of its investment in subsidiary company at the reporting date, which
had impairment indicators. The review involved comparison of its carrying amount against its recoverable amounts
which was determined based on value in use. The review gave rise to the recognition of impairment losses in the
subsidiary company which mainly due to the decline of their recoverable amounts.

The recoverable amounts have been determined based on a value in use calculation using cash flow projections
covering a nine-years period of rental receivable by renting out the land use right. The discount rate applied to the
cash flow projections was 4.30%.

The recoverable amounts of the subsidiary company was compared to its total carrying amounts. The management
of the subsidiary company believe that no reasonable possible change in any of the key assumptions would cause
the carrying values to materially exceed its recoverable amounts.

The details of the subsidiary companies are as follows:-

Principal
place of Effective
Name of company business interest Principal activities
2023 2022
% %

Techbond Malaysia 100 100 Developing, manufacturing and trading of


Manufacturing industrial adhesives and sealants and providing
Sdn. Bhd. supporting products and services.

Techbond (Vietnam) Vietnam 100 100 Manufacturing and trading industrial adhesives
Co. Ltd. * and providing supporting products and services.

Techbond (Sabah) Malaysia 100 100 Selling and marketing of industrial adhesives
Sdn. Bhd. and sealants. However, the Company had
temporarily ceased its business operation since
previous financial year.

Techbond International Malaysia 100 100 Investment holding.


Sdn. Bhd.

Malayan Adhesives and Malaysia 100 – Manufacturing and marketing of adhesives,


Chemicals Sdn. Bhd. phenolic resins, paper resins, additives, formalin
and phenoset microspheres.

87
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

7. SUBSIDIARY COMPANIES (cont’d)

Investment in subsidiary companies (Cont’d)

The details of the subsidiary companies are as follows:- (Cont’d)

Principal
place of Effective
Name of company business interest Principal activities
2023 2022
% %

Held under Techbond International Sdn. Bhd.


Techbond MFG Vietnam 100 100 Manufacturing and trading industrial adhesives,
(Vietnam) Co. Ltd. * sealants and base adhesives and providing
supporting products and services.

Held under Techbond Manufacturing Sdn. Bhd.


Techbond Greentech Malaysia 100 100 Currently dormant. Proposed principal activities
Sdn. Bhd. are developing, manufacturing and trading of
industrial adhesives and chemicals, palm oil-
based polyols, palm oil-based polyurethane
adhesives, polyol-based adhesives and polyol-
based products.

* Audited by a member firm of Grant Thornton International Ltd.

Subscription of shares in subsidiary companies

On 10 May 2023, the Company further subscribed for 30,363,000 ordinary shares in Techbond International Sdn. Bhd.
for a total cash consideration of RM30,363,000.

Acquisition of subsidiaries

On 27 December 2022, the Company has entered into a share sale agreement in relation to the acquisition of entire
equity interest in Malayan Adhesives and Chemicals Sdn. Bhd. for a total consideration of RM57,248,073 which have
been completed in the current financial year.

88
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

7. SUBSIDIARY COMPANIES (cont’d)

Investment in subsidiary companies (Cont’d)

Acquisition of subsidiaries (Cont’d)

The fair value of the property, plant and equipment resulted in gain on bargain purchase which has been recognised
in the profit or loss and the effect of the acquisition on the financial position of the Group as at the date of acquisition
are as follows:

2023
RM’000

Property, plant and equipment 9,042


Right-of-use assets 4,627
Inventories 8,460
Trade receivables 7,380
Other receivables 366
Tax recoverable 857
Cash and bank balances 5,937
Deferred tax liabilities (948)
Trade payables (2,028)
Other payables (1,670)
Contract liabilities (11)

Net assets acquired 32,012

Fair value gain on right-of-use assets 35,373


Deferred tax for fair value gain on right-of-use assets (8,490)
Gain on bargain purchase (1,647)

Net cost of acquisition 57,248

Less: Cash and cash equivalents acquired (5,937)

Net cash outflow from acquisition 51,311

8. OTHER RECEIVABLES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Non-current
Non-trade receivables 93 29 – –

Current
Non-trade receivables 4,177 4,871 – –
Deposits 240 215 – –
Prepayments 2,598 1,322 29 29

7,015 6,408 29 29

89
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

9. INVENTORIES

Group
2023 2022
RM’000 RM’000

At carrying amount:-
Raw materials 23,327 30,639
Packing materials and spare parts 2,291 441
Work-in-progress 3,769 1,684
Finished goods 6,474 5,663
Goods in transit 2,330 5,600

38,191 44,027

Recognised in profit or loss:-


Inventories recognised in cost of sales 71,666 60,822

10. TRADE RECEIVABLES

Group
2023 2022
RM’000 RM’000

Trade receivables 25,800 19,381


Less: Allowance of expected credit losses
At beginning of financial year 1,138 943
Allowance recognised 69 133
Written off (20) –
Foreign currency translation differences 66 62

At end of financial year 1,253 1,138

24,547 18,243

The Group’s normal trade credit terms range from 1 to 120 days (2022: 1 to 120 days).

11. AMOUNT DUE FROM SUBSIDIARY COMPANIES

The amount due from subsidiary companies are non-trade in nature, unsecured, bear no interest and receivable on
demand except for:

(i) Nil (2022: RM10,278,812) which is receivable by annual instalments of 20 years with first instalment
commencing on 31 August 2021 and bears interest rate of Nil (2022: 3.42%) per annum; and

(ii) Nil (2022: RM12,137,044) which is receivable by annual instalments of 1 year to 5 years with first instalment
commencing on 30 June 2023 and bears interest rate of Nil (2022: 2.25%) per annum.

90
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

12. CASH AND CASH EQUIVALENTS

Fixed deposits with licensed banks bear interest rates ranging from 4.60% to 9.00% (2022: 3.20%) per annum with
maturity period ranging from 1 months to 6 months (2022: Nil).

Short-term demand deposits represent investment in trust funds managed by licensed investment management
companies. They earned interest at prevailing market rates with no fixed maturity period, allow prompt redemption
on demand.

13. SHARE CAPITAL

Group and Company


Number of ordinary shares Amount
2023 2022 2023 2022
Units Units RM’000 RM’000

Issued and fully paid with no par value:-


At beginning of financial year 529,397,435 529,384,273 143,826 143,821
Issued pursuant to the exercise of Warrants – 13,162 – 5

At end of financial year 529,397,435 529,397,435 143,826 143,826

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restrictions and rank equally with regard to the Company’s residual assets.

On 2 March 2020, the Company issued 114,999,999 units of free warrants (“the Warrants”) on the basis of one (1)
warrant for every two (2) existing ordinary shares held by the shareholders.

In prior year, the issued and fully paid-up ordinary share capital was increased from RM143,820,975 to RM143,825,318
by the issuance of 13,162 new ordinary shares pursuant to the exercise of Warrants at an exercise price of RM0.33
each.

The main features of the Warrants are as follows:-

(a) each of the Warrant entitles the registered holder at any time during the exercise period to subscribe for one
new ordinary share in the Company at an exercise price of RM0.33 (2022: RM0.33);

(b) the Warrants shall be exercisable at any time within 5 years commencing on and including the date of the
issuance of the Warrants. Any Warrants which are not exercised during the exercise period shall thereafter
lapse and cease to be valid;

(c) the exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share
capital of the Company in accordance with the provisions set out in the deed poll; and

(d) all new ordinary shares to be issued arising from the exercise of the Warrants shall rank pari passu in all
respects with the existing ordinary shares of the Company except that such new ordinary shares shall not be
entitled to any dividends, rights, allotments and other distributions on or prior to the date of allotment of the
new ordinary shares arising from the exercise of the Warrants.

There are 246,852,499 (2022: 246,852,499) Warrants remained not exercised.

91
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

14. DEFERRED TAX LIABILITIES

Group
2023 2022
RM’000 RM’000

At beginning of financial year 1,534 1,341


Recognised in profit or loss 113 194
Overprovision in prior year (30) (1)
Acquisition of subsidiary 9,437 –

At end of financial year 11,054 1,534

The components of deferred tax liabilities are made up of tax effects on temporary differences arising from:-

Group
2023 2022
RM’000 RM’000

Carrying amount of qualifying property,


plant and equipment in excess of their tax base 11,054 1,534

15. OTHER PAYABLES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Non-current
Provision for gratuity 43 – – –

Current
Non-trade payables 2,011 519 15 25
Accruals 1,663 1,110 121 163
Deposits 194 176 – –
Sales tax payable 45 44 – –
Contract liabilities 250 – – –

4,163 1,849 136 188

92
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

16. BORROWINGS

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Secured
Non-current
- Term loans 22,811 – – –

Current
- Term loans 1,485 – – –

24,296 – – –

The term loans are secured by the followings:

(a) First party legal charge over the freehold lands and buildings and of the Group as disclosed in Notes 4 and 5 to
the financial statements;
(b) Assignment of rental agreement;
(c) Facility agreement; and
(d) Corporate guarantee by the Company

The term loans bear interest at rate of 2.42% (2022: Nil) below the bank’s base lending rate and are repayable by 240
equal monthly installments.

17. TRADE PAYABLES

The normal trade credit terms granted by trade payables range from 1 to 120 days (2022: 1 to 120 days) and are non-
interest bearing.

18. REVENUE

18.1 Disaggregated revenue information

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Type of revenue
Sale of goods and services 108,947 85,125 – –
Dividend income from subsidiary companies – – 7,000 17,290

108,947 85,125 7,000 17,290

93
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

18. REVENUE (cont’d)

18.1 Disaggregated revenue information (Cont’d)

Group
2023 2022
RM’000 RM’000

Segments
Type of goods and services
Industrial adhesives and sealants 104,273 81,376
Supporting products and services 4,674 3,749

108,947 85,125

Group
2023 2022
RM’000 RM’000

Geographical markets
Malaysia 31,295 21,645
Vietnam 43,038 39,165
Indonesia 17,506 15,609
China 2,074 1,733
Others 15,034 6,973

108,947 85,125

Revenue of the Group is recognised when the goods are transferred or services are rendered at a point in time.

Dividend income received from subsidiary companies is recognised at a point in time.

18.2 Performance obligation

The performance obligation represents sales of industrial adhesives, sealants and rendering of supporting
products and services and is satisfied upon delivery of goods and services rendered to the customers.

94
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

19. PROFIT BEFORE TAXATION

Profit before taxation has been determined after charging/(crediting), amongst others the following items:-

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Auditors’ remuneration
Grant Thornton Malaysia PLT (“GTM”)
- statutory audit 145 105 54 46
- assurance-related services 6 6 6 6
- non-assurance-related services 4 – – –
GTM member firms
- statutory audit 50 47 – –
- other services 114 19 77 2
Amortisation of right-of-use assets 624 193 – –
Depreciation of property, plant and equipment 3,686 2,987 – –
Depreciation of investment properties 31 31 – –
Finance income (1,071) (555) (972) (1,015)
Gain on disposal of property,
plant and equipment (44) (1,250) – –
Impairment loss on investment
in a subsidiary company* – – 2,362 15,423
Impairment loss on trade receivables 69 133 – –
Written off of trade receivables 20 – – –
Rental of premises - short-term leases 178 147 – –
Rental income (724) (706) – –
Net realised gain on foreign exchange (1,197) (45) – –
Net unrealised gain on foreign exchange (1,412) (3,124) (27) (18)

* The impairment loss on investment in a subsidiary company is included in other expenses.

20. TAX EXPENSES

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Income tax:
- Current year provision 1,826 1,688 106 141
- Overprovision in prior year (149) (26) – –
Deferred tax:
- Current year provision 113 194 – –
- Overprovision in prior year (30) (1) – –

Total tax expenses 1,760 1,855 106 141

Malaysian income tax is calculated at the statutory rate of 24% (2022: 24%) of the estimated assessable profit for the
financial year.

95
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

20. TAX EXPENSES (Cont’d)

A reconciliation of income tax expenses applicable to profit before taxation at statutory tax rate and effective tax
expenses of the Group and of the Company are as follows:-

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Profit before taxation 12,768 13,053 4,354 2,054

Income tax at Malaysian


tax rate of 24% (2022: 24%) 3,064 3,133 1,045 493

Tax effects in respect of :-


Expenses not allowable for tax purposes 250 581 865 3,896
Income not subject to tax (1,298) (1,801) (1,804) (4,248)
Overprovision in prior year (179) (27) – –
Deferred tax assets not recognised 22 105 – –
Effect of tax rate difference in foreign jurisdiction (99) (136) – –

Total tax expenses 1,760 1,855 106 141

Deferred tax assets have not been recognised in respect of the following item due to uncertainty of its recoverability: -

Group
2023 2022
RM’000 RM’000

Unabsorbed business losses 3,445 3,355

Deferred tax assets have not been recognised in respect of the unabsorbed business losses as it is not probable that
whether sufficient future taxable profits will be available against which unrecognised temporary differences can be
utilised.

The unabsorbed business losses of the Group mainly arising from a foreign subsidiary and will only be available to
carry forward for a period of 5 to 10 (2022: 5 to 10) consecutive years. Upon expiry, the unabsorbed business losses
will be disregarded.

The expiry periods of the unabsorbed business losses are as follows:

Group
2023 2022
RM’000 RM’000

Year of Assessment 2023 – 134


Year of Assessment 2024 153 153
Year of Assessment 2025 307 307
Year of Assessment 2026 2,234 2,234
Year of Assessment 2027 523 523
Year of Assessment 2028 224 –
Year of Assessment 2030 4 4

3,445 3,355

96
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

21. EARNINGS PER SHARE

21.1 Basic

The basic earnings per ordinary share has been calculated based on the net profit attributable to ordinary equity
holders of the Company divided by the weighted average number of ordinary shares in issue during the financial
year:-

Group
2023 2022

Net profit attributable to ordinary equity holders of the Company (RM’000) 11,008 11,198

Weighted average number of ordinary shares in issue (’000) 529,397 529,395

Basic earnings per share (sen) 2.08 2.12

21.2 Diluted

For the purpose of calculating diluted earnings per ordinary share, the net profit for the financial year attributable
to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during
the financial year have been adjusted for the dilutive effects of all potential ordinary shares arising consequent
to the exercise of Warrants:

Group
2023 2022

Net profit attributable to ordinary equity holders of the Company (RM’000) 11,008 11,198

Weighted average number of ordinary shares in issue (’000) 529,397 529,395


Adjustment for effect of Warrants 32,161 56,131

561,558 585,526

Diluted earnings per share (sen) 1.96 1.91

22. EMPLOYEES BENEFITS

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Salaries, bonus and other emoluments 8,885 6,685 – –


Directors’ remuneration 3,564 3,352 246 462
Social security contributions 75 44 – –
Defined contribution plan 965 722 – –
Other benefits 235 40 – –

13,724 10,843 246 462

97
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

22. EMPLOYEES BENEFITS (CONT’D)

The details of Directors’ remuneration and other key management personnels are as follows:-

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Executive Directors:-
Directors of the Company
Directors’ fees – 216 – 216
Salaries, bonus and other emoluments 3,057 2,682 – –
Defined contribution plan 261 208 – –

3,318 3,106 – 216

Non-executive Directors:-
Directors’ fees 228 228 228 228
Other benefits 18 18 18 18

246 246 246 246

3,564 3,352 246 462

Other key management personnel:-


Salaries, bonus and other emoluments 349 378 – –

23. SIGNIFICANT RELATED PARTY DISCLOSURES

Significant related party transactions

The significant related party transactions of the Group and of the Company are as follows:-

Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000

Rental expenses charged by a company in


which certain Directors have interests 114 88 – –
Rental income received from a company in
which certain Directors have interests 2 2 – –
Dividend income received from
subsidiary companies – – 7,000 17,290
Finance income received from
subsidiary companies – – 438 602

The Directors of the Group and of the Company are of the opinion that the above transactions were entered into in
the normal course of business and were established under negotiated basis.

98
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

23. SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)

Related party balances

The outstanding balances of related parties of the Company at the reporting date are disclosed in Note 11 to the
Financial Statements.

Compensation of key management personnels

Key management personnels include all Directors of the Group and of the Company and member of key management
personnel of the Group and of the Company.

The remunerations of the Directors and other key management personnel are disclosed in Note 22 to the Financial
Statements.

Key management personnels are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group either directly or indirectly.

24. CAPITAL COMMITMENT

Group
2023 2022
RM’000 RM’000

Capital expenditure
Authorised and contracted for:
- Extension and renovation of factory complex 7 –
- Shah Alam factory complex – 424
- Property, plant and equipment 71 –

78 424

25. OPERATING SEGMENTS

(a) Business segments

The Group is principally involved in developing, manufacturing and trading of industrial adhesives, sealants and
providing supporting products and services.

Due to the interrelated nature of developing, manufacturing and trading of industrial adhesives and sealants
and similar operational characteristics of managing the same field, management believes that it is overseeing
a single reportable segment.

Hence, the Group does not present its results by industry or products segment.

99
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

25. OPERATING SEGMENTS (Cont’d)

(b) Geographical information

Non-current assets are determined according to the countries where they are located.

Group
2023 2022
RM’000 RM’000

Malaysia 78,782 30,598


Vietnam 38,631 38,183

117,413 68,781

(c) Major customers

There is only one (2022: one) major customer with revenue equal or more than 10% (2022: 10%) of the Group’s
revenue which is amounted to RM17,505,825 (2022: RM15,608,631).

26. FINANCIAL INSTRUMENTS

26.1 Financial risk management

The Group and the Company are exposed to financial risks arising from their operations and the use of financial
instruments. Financial risk management policies are established to ensure that adequate resources are
available for the development of the Group’s and of the Company’s business whilst managing its risks. The
Group and the Company operate within clearly defined policies and procedures that are approved by the Board
of Directors to ensure the effectiveness of the risk management process.

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows:-

(a) Credit risk

Credit risk is the risk of a financial loss to the Group and the Company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations.

It is the Group’s and the Company’s policy to enter into financial instrument with a diversity of creditworthy
counterparties. The Group and the Company do not expect to incur material credit losses of its financial
assets or other financial instruments.

Concentration of credit risk exists when changes in economic, industry and geographical factors similarly
affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s
and the Company’s total credit exposure. The Group’s and the Company’s portfolio of financial instrument
is broadly diversified and transactions are entered into with diverse creditworthy counterparties, thereby
mitigate any significant concentration of credit risk.

100
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(a) Credit risk (Cont’d)

It is the Group’s and the Company’s policy that all customers who wish to trade on credit terms are
subject to credit verification procedures. The Group and the Company do not offer credit terms without
the approval from the management.

Following are the areas where the Group and the Company are exposed to credit risk:-

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristic of each customer.
However, management also considers the factors that may influence the credit risk of its customer base,
including the default risk associated with the industry and country in which the customer operates.

A credit rating assessment and impairment analysis are performed at each reporting date to measure
expected credit losses (“ECL”). Generally, trade receivables are written off if the Directors deem them as
uncollectable. The maximum exposure to credit risk at the reporting date is the carrying value of each
class of financial assets. Collateral is considered in the calculation of impairment. At the reporting date,
none of the Group’s trade receivables is covered by collateral.

The Group uses a provision matrix to measure ECL of trade receivables except for invoices which are past
due for more than 90 days. The Group assessed the risk of each customer individually based on their
credit ratings if overdue more than 90 days.

Set out below is the information about the credit risk exposure and ECL for the Group’s trade receivables
using provision matrix:-

Gross
carrying Loss Net
amount allowances balances
RM’000 RM’000 RM’000

Group
2023
Collectively impaired
Not past due 4,630 – 4,630
Past due for 1 to 30 days 8,299 – 8,299
Past due for 31 to 60 days 3,932 – 3,932
Past due for 61 to 90 days 1,357 – 1,357
Past due for more than 90 days 6,329 – 6,329

24,547 – 24,547
Credit impaired
Individually impaired 1,253 (1,253) –

25,800 (1,253) 24,547

101
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(a) Credit risk (Cont’d)

Following are the areas where the Group and the Company are exposed to credit risk (Cont’d):-

Trade receivables (Cont’d)

Set out below is the information about the credit risk exposure and ECL for the Group’s trade receivables
using provision matrix (Cont’d):-

Gross
carrying Loss Net
amount allowances balances
RM’000 RM’000 RM’000

Group (Cont’d)
2022
Collectively impaired
Not past due 1,480 – 1,480
Past due for 1 to 30 days 10,136 – 10,136
Past due for 31 to 60 days 3,786 – 3,786
Past due for 61 to 90 days 1,634 – 1,634
Past due for more than 90 days 1,207 – 1,207

18,243 – 18,243
Credit impaired
Individually impaired 1,138 (1,138) –

19,381 (1,138) 18,243

Receivables that are individually determined to be credit impaired at the financial year end relate to
debtors who are in significant financial difficulties and had defaulted in payments.

In respect of trade receivables, the Group is not exposed to any significant credit risk exposure to any
single counterparty or any company of counterparties having similar characteristics other than 13%
(2022: 16%) of the trade receivables are due from one (2022: one) customer.

Trade receivables consist of a large number of customers in various backgrounds. Based on historical
information about customer’s default rates, the management considers the credit quality of trade
receivables that are not past due or impaired to be good.

The net carrying amount of trade receivables is considered a reasonable approximation of fair value.

102
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(a) Credit risk (Cont’d)

Cash and cash equivalents

The credit risk for cash and cash equivalents is considered negligible since the counterparties are
reputable banks with high quality external credit ratings.

Intercompany loans and receivables

The maximum exposure to credit risk is represented by their carrying amounts in the statement of
financial position.

The Company provides unsecured advances to subsidiary companies and monitors their results regularly.

As at the reporting date, there was no indication that the advances to the subsidiary companies are not
recoverable.

(b) Liquidity risk

Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations
as and when they fall due, due to shortage of funds.

The Group and the Company seek to ensure all business units maintain optimum levels of liquidity at all
times, sufficient for their operating, investing and financing activities.

In managing its exposures to liquidity risk arises principally from its various payables, loans and
borrowings, the Group and the Company maintain a level of cash and cash equivalents and bank facilities
deemed adequate by the management to ensure, as far as possible, that they will have sufficient liquidity
to meet its liabilities as and when they fall due.

The Group and the Company aim at maintaining a balance of sufficient cash and deposits and flexibility in
funding by keeping diverse sources of committed and uncommitted credit facilities from various banks.

103
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(b) Liquidity risk (Cont’d)

As at the reporting date, the contractual undiscounted repayment obligations (including interest
payments) of the Company’s non-derivative financial liabilities are summarised below:-

More
Carrying Contractual Less than Between than
amount cash flows 1 year 1 to 5 years 5 years
RM’000 RM’000 RM’000 RM’000 RM’000

Group
2023
Trade payables 9,762 9,762 9,762 – –
Other payables (exclude
sales tax payable) 4,118 4,118 4,118 – –
Borrowings 24,296 32,807 2,501 10,005 20,301

38,176 46,687 16,381 10,005 20,301

Company
2023
Other payables (exclude
sales tax payable) 136 136 136 – –

136 136 136 – –

In prior year, the maturity profile of all the financial liabilities of the Group and the Company based on the
contractual undiscounted repayment obligations is less than a year.

(c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate because of changes in market interest rates.

The Group’s and the Company’s fixed rate instruments are exposed to a risk of change in its fair value due
to changes in interest rates. The Group’s and the Company’s variable rate instruments are exposed to a
risk of change in cash flows due to changes in interest rates.

The Group’s interest rate management objective is to manage the interest expenses to be consistent with
maintaining an acceptable level of exposure to interest rate fluctuation. In order to achieve this objective,
the Group targets a mix of fixed and floating debts based on assessment of its existing exposure and
desired interest rate profile.

104
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(c) Interest rate risk (Cont’d)

The interest rate profile of the Company’s significant interest-bearing financial instrument based on
carrying amounts as at the end of the reporting year is as follows:

2023 2022
RM’000 RM’000

Group
Fixed rate instruments
Financial assets
Fixed deposits with licensed banks 11,467 –

Variable rate instruments


Financial assets
Short-term demand deposits 6,578 26,510

Financial liabilities
Borrowings (24,296) –

(17,718) 26,510

The following table illustrates the sensitivity of profit/equity to a reasonably possible change in interest
rates of +/- 0.5%. These changes are considered to be reasonably possible based on observation of
current market conditions. The calculations are based on a change in the average market interest rate
for each period, and the financial instruments held at each reporting date that are sensitive to changes in
interest rates. All other variables are held constant.

Increase/(Decrease)
Net profit/equity for
the financial year
RM’000 RM’000
+0.5% -0.5%

Variable rate instruments


2023 (89) 89
2022 133 (133)

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or
loss. Therefore, a change in interest rates as at reporting date would not affect profit or loss.

105
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(d) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency
other than the functional currency of the Group. The currency giving rise to this is primarily United States
Dollar (“USD”) and Euro (“EUR”).

The Group’s exposure to foreign currency risk, based on carrying amounts as at the end of the reporting
period are as follows:

2023 2022
RM’000 RM’000

Denominated in USD
Cash and bank balances 3,432 3,099
Trade receivables 5,192 3,778
Trade payables (3,297) (5,502)
Other payables – (80)

5,327 1,295

Denominated in Euro
Cash and bank balances 1 –
Trade receivables 652 –

653 –

Exposures to foreign exchange rates vary during the financial year depending on the volume of overseas
transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure
to foreign currency risk.

106
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

26. FINANCIAL INSTRUMENTS (CONT’D)

26.1 Financial risk management (Cont’d)

The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-

(d) Foreign currency risk (Cont’d)

The Group’s exposure to foreign currency risk, based on carrying amounts as at the end of the reporting
period are as follows (Cont’d):

Foreign currency sensitivity analysis:

The following table demonstrates the sensitivity of the Group’s net profit/equity for the financial year to
a reasonably possible change in the USD and Euro against the functional currency of the Group, with all
other variables held constant:-

Increase/(decrease)
Net profit/equity for the
financial year
2023 2022
RM’000 RM’000

USD/RM
- Strengthened (0.3%) (2022: 0.3%) 16 4
- Weakened (0.3%) (2022: 0.3%) (16) (4)

Euro/RM
- Strengthened (0.9%) (2022: Nil) 6 –
- Weakened (0.9%) (2022: Nil) (6) –

26.2 Fair values of financial instruments

The carrying amounts of financial assets and liabilities of the Group and of the Company at the reporting date
approximate their fair values due to their short-term nature and/or insignificant impact of discounting.

26.3 Fair value hierarchy

No fair value hierarchy is disclosed as the Group and the Company do not have financial instruments measured
at fair value.

26.4 Reconciliation of liabilities arising from financing activities

At At
1 July Repayment Drawdown 30 June
RM’000 RM’000 RM’000 RM’000

2023
Borrowings – (28,204) 52,500 24,296

107
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)

27. CAPITAL COMMITMENT

The Group’s objective when managing capital is to maintain a strong capital base and safeguard the Group’s ability
to continue as a going concern, so as to maintain investors, creditors and market confidence and to sustain future
development of the business.

The Group sets the amount of capital in proportion to its overall financing structure, that are equity and financial
liabilities. The Group manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Company may adjust the amount of dividends pay to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debts. There were no changes in the Group’s approach to capital management during
the financial year.

108
LIST OF
PROPERTIES

Approximate
Description age of
of Property/ Registered Land Area Date of building NBV
Postal Address Existing Use Owner (Sq.mt) Tenure Purchase (Years) RM(‘000)

No.34 & 36, Jalan Anggerik Industrial/ Techbond 10,468 Freehold Lot 36- 23 6,668
Mokara 31/59, Factory, Manufacturing 22/6/1998 15
Kota Kemuning, Warehouse and Sdn. Bhd. Lot 34 -
Seksyen 31, Office Premise 24/6/1999
40460 Shah Alam,
Selangor Darul Ehsan.

No.32, Jalan Anggerik Industrial/ Techbond 4,714 Freehold Lot 32 - 13 3,621


Mokara 31/59, Factory, Manufacturing 28/4/2004
Kota Kemuning, Warehouse and Sdn. Bhd.
Seksyen 31, Office Premise
40460 Shah Alam,
Selangor Darul Ehsan.

Quarter 4, An Phu Ward, Industrial/ Techbond 9,037 Leasehold 20/12/2002 15 1,376


Thuan An Town, Factory, (Vietnam) Co. expiring 22
Binh Duong Province, Warehouse and Ltd. May 2032
Vietnam Office Premise

No.18, VSIP II-A, Industrial/ Techbond 30,000 Leasehold 30/12/2016 3 18,874


Road 23, Vietnam-Singapore Factory, MFG expiring
II-A Industrial Park, Vinh Tan Warehouse and (Vietnam) Co. 19 March
Commune, Tan Uyen Town, Office Premise Ltd. 2058
Binh Duong Province,
Vietnam.

No.30, Jalan Anggerik To earn rentals Techbond 4,803 Freehold Lot 30 - 19 12,326
Mokara 31/59, Kota and for capital Manufacturing 01/04/21
Kemuning, Seksyen 31, appreciation. Sdn. Bhd.
40460 Shah Alam, Selangor
Darul Ehsan.

No. 9 Jalan Utas 15/7, Industrial/ Malayan 33,946 Leasehold 21/7/1970 49 4,462
Section 15, 40200 Factory, Adhesives and expiring 7 26
Shah Alam, Selangor Warehouse and Chemicals June 2069 15
Office Premise Sdn. Bhd.

109
ANALYSIS OF
SHAREHOLDINGS
AS AT 27 SEPTEMBER 2023

SHARE CAPITAL

Total number of Issued Share Capital : 530,052,435


Class of Shares : Ordinary Shares
Voting rights : One vote per ordinary shares

ANALYSIS BY SIZE OF HOLDINGS

SIZE OF HOLDINGS NO. OF NO. OF


SHAREHOLDERS % SHARES HELD %

1 – 99 191 5.544 8,348 0.002


100 – 1,000 178 5.167 89,947 0.017
1,001 – 10,000 1,414 41.045 8,437,325 1.592
10,001 – 100,000 1,437 41.713 45,779,200 8.637
100,001 – 26,502,620* 224 6.502 94,591,170 17.845
26,502,620 and above** 1 0.029 381,146,445 71.907

Total 3,445 100.000 530,052,435 100.00

* Less than 5% of Issued Shares


** 5% and above of Issued Shares

INFORMATION ON DIRECTORS’ HOLDINGS

NAME DIRECT INDIRECT


INTERESTS % INTERESTS %

DATO’ HAMZAH BIN MOHD SALLEH 225,000 0.042 0 0.000


LEE SENG THYE 0 0.000 381,146,445* 71.907*
LEE SEH MENG 1,022,000 0.193 0 0.000
TAN SIEW GEAK 110,500 0.021 0 0.000
OOI GUAN HOE 225,000 0.042 0 0.000
SELMA ENOLIL BINTI MUSTAPHA KHALIL 225,000 0.042 0 0.000
LEE YUEN SHIUAN 1,022,000 0.193 0 0.000

* Deemed interested by virtue of his interests in Sonicbond Sdn Bhd pursuant to Section 8(4) of the Companies Act 2016.

INFORMATION ON SUBSTANTIAL SHAREHOLDERS

NAME DIRECT INDIRECT


INTERESTS % INTERESTS %

SONICBOND SDN. BHD. 381,146,445 71.907 0 0.000


LEE SENG THYE 0 0.000 381,146,445* 71.907*

* Deemed interested by virtue of his interests in Sonicbond Sdn Bhd pursuant to Section 8(4) of the Companies Act 2016.

110
ANALYSIS OF SHAREHOLDINGS
(CONT’D)

LIST OF TOP 30 HOLDERS AS AT 27/09/2023


(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THE SAME
REGISTERED HOLDERS)

NO. NAME HOLDINGS %

1 SONICBOND SDN. BHD. 381,146,445 71.907


2 CHING HEAN CHONG 10,118,900 1.909
3 RHB NOMINEES (TEMPATAN) SDN BHD 4,500,000 0.848
PLEDGED SECURITIES ACCOUNT FOR KOH KIN LIP
4 ONG KENG SENG 4,085,200 0.771
5 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 3,830,000 0.723
PLEDGED SECURITIES ACCOUNT FOR YOONG KAH YIN
6 JAG CAPITAL EQUITY SDN BHD 2,989,900 0.564
7 AMSEC NOMINEES (TEMPATAN) SDN BHD 2,668,900 0.504
PLEDGED SECURITIES ACCOUNT - AMBANK (M) BERHAD FOR NG AIK KEE
(SMART)
8 LEONG YEE KEONG 2,521,600 0.476
9 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 2,143,500 0.404
PLEDGED SECURITIES ACCOUNT FOR TEW KIM KIAT (7003922)
10 WOO KUN YEOW 1,800,000 0.340
11 KENANGA NOMINEES (TEMPATAN) SDN BHD 1,729,600 0.326
PLEDGED SECURITIES ACCOUNT FOR NG MEOW GIAK
12 UOB KAY HIAN NOMINEES (ASING) SDN BHD 1,567,500 0.296
EXEMPT AN FOR UOB KAY HIAN PTE LTD (A/C CLIENTS)
13 HLIB NOMINEES (TEMPATAN) SDN BHD 1,502,400 0.283
PLEDGED SECURITIES ACCOUNT FOR GOH PENG SENG (CCTS)
14 MALACCA SECURITIES SDN BHD 1,044,900 0.197
IVT (208) TEAM KL01
15 LEE SEH MENG 1,022,000 0.193
16 LEE YUEN SHIUAN 1,022,000 0.193
17 TEN KIM THAI 1,000,000 0.189
18 WOO JIN BIN @ HU JIN BIN 1,000,000 0.189
19 CHEAH SOH WIN 936,000 0.177
20 LEONG PAU CHIAN 925,000 0.175
21 MAYBANK NOMINEES (TEMPATAN) SDN BHD 897,600 0.169
PLEDGED SECURITIES ACCOUNT FOR SEE KOK WAH
22 LEE MEE YOKE 800,000 0.151
23 JARING METAL INDUSTRIES SDN BHD 780,000 0.147
24 HO JIYNN HUA 707,750 0.133
25 LIM SEE PEK 700,000 0.132
26 YEOW GUAT 700,000 0.132
27 CHIN WING ON 600,000 0.113
28 TAN LEONG KIAT 600,000 0.113
29 NG SIEW MUN 573,300 0.108
30 SOO PEI-PEI 552,000 0.104

TOTAL HOLDINGS 434,464,495 81.966

111
ANALYSIS OF
WARRANT HOLDINGS
AS AT 27 SEPTEMBER 2023

Type of Securities : 5 years warrants 2020/2025


Total No. of Warrants Issued and Not Exercised : 246,197,499
Exercise Price of Warrants : RM0.33
Issue Date of Warrants : 25 February 2020
Expiry Date of Warrants : 24 February 2025

ANALYSIS BY SIZE OF HOLDINGS

SIZE OF HOLDINGS NO. OF NO. OF


HOLDERS % WARRANTS HELD %

1 – 99 48 3.483 1,965 0.001


100 – 1,000 111 8.055 23,125 0.009
1,001 – 10,000 276 20.029 1,533,134 0.623
10,001 – 100,000 657 47.678 30,926,491 12.562
100,001 – 12,309,873* 285 20.682 133,990,562 54.424
12,309,873 and above** 1 0.073 79,722,222 32.381

Total 1,378 100.000 246,197,499 100.00

* Less than 5% of Issued Warrants


** 5% and above of Warrants

INFORMATION ON DIRECTORS’ HOLDINGS

NAME DIRECT INDIRECT


INTERESTS % INTERESTS %

DATO’ HAMZAH BIN MOHD SALLEH 112,500 0.046 0 0.000


LEE SENG THYE 0 0.000 79,722,222* 32.381*
LEE SEH MENG 261,000 0.106 0 0.000
TAN SIEW GEAK 0 0.000 0 0.000
OOI GUAN HOE 112,500 0.046 0 0.000
SELMA ENOLIL BINTI MUSTAPHA KHALIL 0 0.000 0 0.000
LEE YUEN SHIUAN 261,000 0.106 0 0.000

* Deemed interested by virtue of his interests in Sonicbond Sdn Bhd pursuant to Section 8(4) of the Companies Act 2016.

112
ANALYSIS OF WARRANT HOLDINGSS

ANALYSIS OF WARRANT HOLDINGS


(CONT’D)

LIST OF TOP 30 WARRANT HOLDERS AS AT 27/09/2023


(WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THE SAME
REGISTERED HOLDERS)

NO. NAME HOLDINGS %

1 SONICBOND SDN. BHD. 79,722,222 32.381


2 ONG KENG SENG 10,031,000 4.074
3 MAYBANK NOMINEES (TEMPATAN) SDN BHD 6,362,875 2.585
PLEDGED SECURITIES ACCOUNT FOR TEH SING HUAT
4 YAP KWEK VE 5,000,000 2.031
5 AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD. 4,250,000 1.726
PLEDGED SECURITIES ACCOUNT FOR CHAN YIN PENG
6 LEONG LEE CHING 4,097,400 1.664
7 MAYBANK NOMINEES (TEMPATAN) SDN BHD 3,600,000 1.462
PLEDGED SECURITIES ACCOUNT FOR YAP CHEE CHING
8 TOK CHIN THIAM 3,271,100 1.329
9 LIM SEE TONG 2,451,000 0.996
10 MAYBANK NOMINEES (TEMPATAN) SDN BHD 2,180,000 0.886
PLEDGED SECURITIES ACCOUNT FOR KHO PING
11 APEX NOMINEES (TEMPATAN) SDN. BHD. 1,950,000 0.792
PLEDGED SECURITIES ACCOUNT FOR TAN POO YOT (MARGIN)
12 THAM SIEW KIOK 1,500,000 0.609
13 SOO KUN CHING 1,362,400 0.553
14 APEX NOMINEES (TEMPATAN) SDN. BHD. 1,350,000 0.548
PLEDGED SECURITIES ACCOUNT FOR WONG SAU BING (MARGIN)
15 DESMOND CHUA WEE KIAT 1,300,000 0.528
16 MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN BHD 1,202,000 0.488
PLEDGED SECURITIES ACCOUNT FOR KHOR PENG SENG
17 AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD. 1,200,000 0.487
PLEDGED SECURITIES ACCOUNT FOR GOH YOON SEN
18 LOH SHIN YEAN 1,195,000 0.485
19 YEAT SIAW PING 1,119,800 0.455
20 CHONG CHUNG THAT 1,100,000 0.447
21 YAP KONG LIM 1,080,000 0.439
22 KENANGA NOMINEES (TEMPATAN) SDN BHD 1,070,000 0.435
RAKUTEN TRADE SDN BHD FOR LOH YOU CHOONG
23 AFFIN HWANG INVESTMENT BANK BERHAD 1,020,000 0.414
IVT (YEY) TAN CHYEN YEN
24 CIMSEC NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.406
CIMB FOR YEAT SIAW PING (PB)
25 KENANGA NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.406
RAKUTEN TRADE SDN BHD FOR YAP KWEK VE
26 MAYBANK NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.406
PANG KIAN WEE
27 PUBLIC NOMINEES (TEMPATAN) SDN BHD 1,000,000 0.406
PLEDGED SECURITIES ACCOUNT FOR KUA AH PENG (E-SPI)
28 ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD 990,000 0.402
PLEDGED SECURITIES ACCOUNT FOR HEAN CHEW (7005326)
29 KOH NAI HWEE 949,000 0.386
30 LEE AEK HONG 908,000 0.369

TOTAL HOLDINGS 144,261,797 58.595

113
NOTICE OF THE
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting (“7th AGM”) of Techbond Group Berhad (“the
Company”) will be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room, Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Malaysia on Wednesday, 29 November 2023 at 10.00 a.m. for the following purposes:

AGENDA

1. To receive the Audited Financial Statements for the financial year ended 30 June 2023
together with the Directors’ and Auditors’ Reports.

[Please refer to Note (a)]

2. To approve the payment of the final single tier dividend of 0.75 sen per ordinary share in (Ordinary Resolution 1)
respect of the financial year ended 30 June 2023.

3. To re-elect the following Directors retiring in accordance with Clause 127 of the
Constitution of the Company and being eligible, have offered themselves for re-election:

i. Selma Enolil Binti Mustapha Khalil; (Ordinary Resolution 2)


ii. Lee Seh Meng. (Ordinary Resolution 3)

[Please refer to Note (b)]

4. To approve the payment of Directors’ fees to the following Directors for the financial
year ending 30 June 2024:

i. Dato’ Hamzah Bin Mohd Salleh: RM84,000.00; (Ordinary Resolution 4)


ii. Ooi Guan Hoe: RM72,000.00; (Ordinary Resolution 5)
iii. Selma Enolil Binti Mustapha Khalil: RM72,000.00. (Ordinary Resolution 6)

[Please refer to Note (c)]

5. To approve the payment of Directors’ benefits of up to RM18,000.00 for the financial (Ordinary Resolution 7)
period from 1 January 2024 until the next Annual General Meeting of the Company.

[Please refer to Note (d)]

6. To re-appoint Grant Thornton Malaysia PLT as Auditors of the Company for the ensuing (Ordinary Resolution 8)
year and to authorise the Directors to fix their remuneration.

[Please refer to Note (e)]

SPECIAL BUSINESS

To consider and if thought fit, to pass, with or without modifications, the following resolutions:

7. Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act, 2016 (“the (Special Resolution 1)
Act”)

“THAT the shareholders of the Company do hereby waive their statutory pre-emptive
rights to be offered new shares ranking equally to the existing issued shares of the
Company pursuant to Section 85 of the Act, read together with Clause 15 of the
Constitution of the Company.

THAT the Directors be and are hereby authorised to issue any new shares (including
rights or options over subscription of such shares) and with such preferred, deferred, or
other special rights or such restrictions, whether with regard to dividend, voting, return
of capital, or otherwise, for such consideration and to any person as the Directors may
determine subject to passing Ordinary Resolution 8 – Authority to Issue and Allot Shares
of the Company pursuant to Sections 75 and 76 of the Act.”

[Refer to Explanatory Note (f)]

114
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)

8. Proposed Renewal of Authority to Issue and Allot Shares Pursuant to Sections 75 and (Ordinary Resolution 9)
76 of the Companies Act, 2016 (“the Act”)

“THAT pursuant to Sections 75 and 76 of the Act, Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) and
the approval of the relevant regulatory authorities, where such approval is required, the
Directors of the Company be and are hereby authorised to issue and allot shares in the
capital of the Company, grant rights to subscribe for shares in the Company, convert
any securities into shares in the Company, or allot shares under an agreement or option
or offer (“New Shares”) from time to time, at such price, to such persons and for such
purposes and upon such terms and conditions as the Directors may in their absolute
discretion deem fit, provided that the aggregate number of such New Shares to be
issued, to be subscribed under any rights granted, to be issued from conversion of any
security, or to be issued and allotted under an agreement or option or offer, pursuant to
this resolution, when aggregated with the total number of any such shares issued during
the preceding 12 months does not exceed 10% of the total number of issued shares
(excluding any treasury shares) of the Company (“Proposed Mandate”).

THAT such approval on the Proposed Mandate shall continue to be in force until:

a. the conclusion of the next Annual General Meeting of the Company held after the
approval was given;

b. the expiration of the period within which the next Annual General Meeting of the
Company is required to be held after the approval was given; or

c. revoked or varied by resolution passed by the shareholders of the Company in a


general meeting,

whichever is the earlier.

THAT the Directors of the Company be and are hereby also empowered to obtain the
approval from Bursa Securities for the listing of and quotation for such New Shares on
the Main Market of Bursa Securities.

THAT authority be and is hereby given to the Directors of the Company, to give effect
to the Proposed Mandate with full powers to assent to any conditions, modifications,
variations and/or amendments as they may deem fit in the best interest of the Company
and/or as may be imposed by the relevant authorities.

AND FURTHER THAT the Directors of the Company, be and are hereby authorised to
implement, finalise, complete and take all necessary steps and to do all acts (including
execute such documents as may be required), deeds and things in relation to the
Proposed Mandate.”

[Refer to Explanatory Note (g)]

9. To transact any other business of which due notice shall have been given in accordance
with the Companies Act, 2016 and the Constitution of the Company.

115
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN THAT the final dividend of 0.75 sen per ordinary share held in the Company, if approved,
will be paid on 15 December 2023 to shareholders whose names appear in the Record of Depositors at the close of
business on 1 December 2023.

A Depositor shall qualify for entitlement to the final single tier dividend only in respect of:

a) shares transferred into the depositor’s securities account before 4:30 p.m. on 1 December 2023 in respect of ordinary
transfers; and

b) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.

BY ORDER OF THE BOARD

Ong Wai Leng (SSM PC No. 202208000633) (MAICSA 7065544)


Company Secretary

Kuala Lumpur
30 October 2023

NOTES:

i. The 7th AGM will be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room,
Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur, Malaysia and via the Remote Participation and Voting (“RPV”) facilities provided by Tricor Investor & Issuing
House Services Sdn Bhd (“Share Registrar”, or “Tricor” or “TIIH”) via its TIIH Online website at https://tiih.online.

The broadcast venue of the 7th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act,
2016 which requires the Chairman of the Meeting to be at the main venue. NO SHAREHOLDERS/PROXY(IES) WILL BE
ALLOWED TO BE PHYSICALLY PRESENT AT THE BROADCAST VENUE.

ii. Members are to attend, speak (including posing questions to the Board via real time submission of typed texts) and
vote (collectively, “participate”) remotely at the 7th AGM via RPV facilities. Please read the Administrative Guide for
the 7th AGM of the Company for details on the registration process and procedures for RPV facilities to participate
remotely at the 7th AGM of the Company.

iii. A member of a Company shall be entitled to appoint another person as his proxy to exercise all or any of his rights to
attend, participate, speak and vote at meeting of members of the Company. A member may appoint not more than two
(2) proxies in relation to a meeting, provided that the member specifies the proportion of the member’s shareholdings
to be represented by each proxy. A proxy may but need not be a member of the Company.

iv. Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act, 1991 (“SICDA”), it may appoint not more than two (2) proxies in respect of each securities account it
holds with ordinary shares of the Company standing to the credit of the said securities account.

v. For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one (1) 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. An exempt authorised
nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions
of subsection 25A(1) of SICDA.

116
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)

NOTES: (Cont’d)

vi. Where a member or the authorised nominee appoints more than two (2) proxies, or where an exempt authorised
nominee appoints more than one (1) proxy in respect of each omnibus account to attend and vote at the same meeting,
the appointments shall be invalid unless the proportion of shareholdings to be represented by each proxy is specified
in the instrument appointing the proxies.

vii. The instrument appointing a proxy shall be in writing signed by the appointor or by his attorney who is authorised in
writing. In the case of a corporation, the instrument appointing proxy(ies) must be made either under its common seal
or signed by an officer or an attorney duly authorised.

viii. The instrument appointing a proxy either in writing or in electronic form shall be deposited at the Company’s Share
Registrar, Tricor Investor & Issuing House Services Sdn Bhd, at Unit 32-01, Level 32, Tower A, Vertical Business Suite,
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer Service Centre at Unit
G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia
or via TIIH Online at https://tiih.online not less than forty-eight (48) hours before the time set for the meeting or any
adjournment thereof. Kindly refer to the Administrative Guide for further information on electronic submission of proxy
form.

ix. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the share
registrar in accordance with Note (viii) above not less than forty-eight (48) hours before the time appointed for holding
the Annual General Meeting (“AGM”) or adjourned general meeting at which the person named in the appointment
proposes to vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in
accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.

x. For a corporate member who has appointed a representative, please deposit the ORIGINAL OR DULY CERTIFIED
certificate of appointment with the share registrar in accordance with Note (viii) above. The certificate of appointment
should be executed in the following manner:

a. If the corporate member has a common seal, the certificate of appointment should be executed under seal in
accordance with the constitution of the corporate member.
b. If the corporate member does not have a common seal, the certificate of appointment should be affixed with the
rubber stamp of the corporate member (if any) and executed by:

1. at least two (2) authorised officers, of whom one (1) shall be a director; or
2. any director and/or authorised officers in accordance with the laws of the country under which the corporate
member is incorporated.

xi. For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall
be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 23
November 2023 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the
meeting or appoint proxy(ies) to attend and vote in his/her stead.

Explanatory Notes to the Agenda:

a. Audited Financial Statements

This item is meant for discussion only. The provisions of Section 340(1)(a) of the Companies Act, 2016 require that
the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company
at its AGM. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders.

117
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)

Explanatory Notes to the Agenda: (Cont’d)

b. Re-election of Retiring Directors

The Board of Directors through its Nomination Committee (“NC”) had assessed and supported the re-election of the
retiring Directors, Pn Selma Enolil Binti Mustapha Khalil and Mr Lee Seh Meng. The NC had conducted the annual
Board Effectiveness Assessment (“BEA”), in the areas of performance, contribution to interaction, quality of input,
understanding of their roles and independence of Independent Directors. A fit and proper assessment was also
conducted by the NC on the Directors who are standing for re-election under Clause 127 of the Constitution to ensure
that they have the essential quality and integrity as well as the relevant character, experience, competence, time and
commitment to discharge their roles as Directors.

Based on the results of the BEA, the Board of Directors concluded that the performance of the retiring Directors was
satisfactory and that they met the Board’s expectation in the discharge of their duties and responsibilities. They have
relevant experience, skills, expertise and finance knowledge that are beneficial to the Company. They also devote
adequate time in discharging their duties and responsibilities as Directors, work constructively with other Board
members, attend meetings with well preparation and will continue to bring value and insights to the Board.

The retiring Directors, being eligible, have offered themselves for re-election at the 7th AGM. The profiles of Directors
standing for re-election are set out on pages 4 to 8 of the Annual Report 2023. All Directors standing for re-election
have abstained from deliberations and decisions on their own eligibility to stand for re-election at the 7th AGM of the
Company.

c. Payment of Directors’ Fees

This resolution is to facilitate the payment of Directors’ fees on a current financial year basis, calculated based on the
current board size. In the event the Directors’ fees proposed are insufficient (due to enlarged Board size), approval
will be sought at the next AGM for additional fees to meet the shortfall.

d. Payment of Directors’ Benefits

This resolution is to facilitate payment of Directors’ benefits for the period from 1 January 2024 until the next AGM
of the Company. In the event the Directors’ benefits proposed are insufficient (e.g. due to more meetings or enlarged
Board size), approval will be sought at the next AGM for additional fees to meet the shortfall.

Directors’ benefits include allowances for travel and training programmes for Directors and other emoluments
payable to Directors. In determining the estimated total, the Board had considered various factors including the
number of scheduled meetings for the Board and Board Committees and covers the period from 1 January 2024 until
the next AGM of the Company (the due date for which the next AGM should be held).

e. Re-appointment of Grant Thornton Malaysia PLT

The Board had at its meeting held on 23 August 2023 approved the recommendation of the Audit and Risk Management
Committee (“ARMC”) to re-appoint Grant Thornton Malaysia PLT as auditors of the Company. The Board and ARMC
collectively agreed that Grant Thornton Malaysia PLT has met the relevant criteria prescribed by Paragraph 15.21 of
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

f. Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act, 2016

The Special Resolution is pertaining to the waiver of pre-emptive rights granted to the shareholders pursuant to
Section 85 of the Companies Act, 2016. By voting in favour of the Special Resolution, the shareholders of the
Company would be waiving their statutory pre-emptive right.

The Special Resolution, if passed, would allow the Directors to issue new shares to any person under the Proposed
Mandate without having to offer the new Company shares to be issued equally to all existing shareholders of the
Company prior to issuance.

118
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)

Explanatory Notes to the Agenda: (Cont’d)

g. Proposed Renewal of Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016

The proposed ordinary resolution, if passed, will empower the Directors of the Company to issue and allot ordinary
shares of the Company from time to time and to grant rights to subscribe for shares in the Company, convert any
securities into shares in the Company, or allot shares under an agreement or option or offer, provided that the
aggregate number of shares allotted pursuant to this resolution does not exceed 10% of the total number of issued
shares (excluding treasury shares) of the Company (“Proposed Mandate”).

The authority for the Proposed Mandate will, unless revoked or varied by the Company in a general meeting, expire
at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be
held, whichever is earlier.

This proposed Resolution is a renewal of the previous year’s mandate. The mandate is to provide flexibility to the
Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’
approval so as to avoid incurring additional costs and time.

The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of a need to
issue and allot new shares in the Company for fund raising exercise including but not limited to further placement
of shares for purpose of funding current and/or future investment projects, working capital, acquisitions and/or for
issuance of shares as settlement of purchase consideration, or other circumstances arise which involve grant of
rights to subscribe for shares, conversion of any securities into shares, or allotment of shares under an agreement or
option or offer, or such other application as the Directors may deem fit in the best interest of the Company.

As at the date of this notice, the Company did not implement its proposal for new allotment of shares under
the Proposed Mandate pursuant to Sections 75 and 76 of the Companies Act, 2016 which was approved by the
shareholders at the 6th AGM held on 22 December 2022 and will lapse at the conclusion of the 7th AGM to be held on
29 November 2023. As at the date of this notice, there is no decision to issue new shares. Should there be a decision
to issue new shares after the Proposed Mandate is sought, the Company will make an announcement of the actual
purpose and utilisation of proceeds arising from such issuance of shares.

119
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad)

1. The Directors who retire in accordance with Clause 127 of the Constitution of the Company and being eligible to offer
themselves for re-election at 7th AGM are Pn Selma Enolil Binti Mustapha Khalil and Mr Lee Seh Meng.

The profile of the Directors who are standing for re-election as per Agenda 2 of the Notice of the 7th AGM are as
follows:

Ordinary Resolution 1

Selma Enolil Binti Mustapha Khalil


Independent Non-Executive Director
(Gender: Female)

Pn Selma Enolil Binti Mustapha Khalil (“Pn Selma”), a Malaysian, aged 52, is our Independent Non-Executive Director.
She was appointed to our Board on 2 January 2018.

She is a member of the Audit and Risk Management Committee, Remuneration Committee and Nomination
Committee.

She graduated from University of Wales, Aberystwyth with a Bachelor of Laws in 1994. She obtained her Certificate
in Legal Practice in 1995 and was called to the Malaysian Bar as an Advocate and Solicitor in 1996.

In 1996, she started her career as an Advocate and Solicitor with Messrs Abu Talib Shahrom & Zahari. She joined TNB
Remaco Sdn Bhd as a legal executive in 1998. She resumed practising law as an Advocate and Solicitor with Messrs
Raslan Loong in 2000. She co-founded Messrs Enolil Loo, Advocates and Solicitors in 2003, in which she is currently
a Partner.

She presently sits on the board of directors of Selangor Dredging Berhad, Powerwell Holdings Berhad and Unique Fire
Holdings Berhad, all of which are public companies listed on Bursa Malaysia Securities Berhad.

In Selangor Dredging Berhad, she is a Member of the Audit Committee, Nomination Committee, and Remuneration
Committee. In Powerwell Holdings Berhad, she is the Chairman of the Audit and Risk Management Committee and
a Member of the Nomination Committee and Remuneration Committee. In Unique Fire Holdings Berhad, she is the
Independent Non-Executive Chairperson of the Board. She is also a director and trustee of Ericsen Foundation.

As at the date of the Annual Report 2023, Pn Selma holds 225,000 Ordinary Shares in Techbond. Apart from this, she
does not hold any other securities in the Group.

Pn Selma has no family relationship with any Director and/or major shareholder of the Group. In addition, she has no
business or other relationship which could materially pose a conflict of interest or interfere with the exercise of her
judgement when acting in the capacity of a Director of Techbond which would be disadvantageous to Group.

She has not been convicted of any offences within the past five (5) years other than traffic offences (if any), there
have not been any public sanctions nor penalties imposed upon her by relevant regulatory bodies for the financial
year ended 30 June 2023.

In the financial year ended 30 June 2023, she attended all six (6) meetings of the Board.

120
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
(CONT’D)

1. The Directors who retire in accordance with Clause 127 of the Constitution of the Company and being eligible to offer
themselves for re-election at 7th AGM are Pn Selma Enolil Binti Mustapha Khalil and Mr Lee Seh Meng. (Cont’d)

Ordinary Resolution 2

Lee Seh Meng


Deputy Managing Director
(Gender: Male)

Mr Lee Seh Meng (“Mr Lee”), aged 34, a Malaysian, is our Deputy Managing Director and was appointed to our Board
on 1 December 2019.

He graduated from Monash University with Bachelor of Commerce (Accounting and Finance) in 2010 and Master of
Business (International Business) from University of Queensland in 2012.

He began his career as an Audit Assistant at TPL & Associates in October 2010. He joined our Group as a Sales
Executive in February 2011. In the same year, he left our Group to further his studies before rejoining our Group
in February 2013 as Business Development Executive. He was promoted to Head of Business Development in
November 2017.

As at the date of the Annual Report 2023, Mr Lee holds 1,022,000 Ordinary Shares and 261,000 Warrants in Techbond.
Apart from this, he does not hold any other securities in the Group.

Mr Lee is the son of Mr Lee Seng Thye and Ms Tan Siew Geak and brother of Mr Lee Yuen Shiuan. Save as disclosed,
he has no other family relationship with any Director and/or major shareholder of the Group. In addition, he has no
business or other relationship which could materially pose a conflict of interest or interfere with the exercise of his
judgement when acting in the capacity of a Director of Techbond which would be disadvantageous to Techbond and
its subsidiaries.

He has not been convicted of any offences within the past five (5) years other than traffic offences (if any), there have
not been any public sanctions nor penalties imposed upon him by relevant regulatory bodies for the financial year
ended 30 June 2023.

He does not hold any directorship in any other public company and other listed corporation.

In the financial year ended 30 June 2023, he attended four (4) out of six (6) meetings of the Board.

2. General Mandate for Issue of Securities

Kindly refer to the Explanatory Notes on Special Business – Authority to Issue and Allot Shares pursuant to Sections
75 and 76 of the Companies Act, 2016 under Explanatory Note (g) of the Notes to the Notice of the 7th AGM.

121
ADMINISTRATIVE
GUIDE
For the Seventh Annual General Meeting (“Agm”)

Date : Wednesday, 29 November 2023


Time : 10.00 a.m.
Broadcast Venue : Tricor Leadership Room, Unit 32-01, Level 32, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur.
Meeting Platform : TIIH Online website at https://tiih.online

Mode of Meeting

• In line with the Guidance and Frequently Asked Questions (FAQs) on the Conduct of General Meetings for Listed
Issuers issued by the Securities Commission Malaysia (including any amendment(s) that may be made from time
to time) (SC Guidance), the 7th AGM of the Company will be conducted on virtual basis through live streaming from
the broadcast venue at Tricor Leadership Room, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3,
Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. The broadcast venue of the 7th AGM is strictly for the
purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of the Meeting to
be at the main venue. NO SHAREHOLDERS / PROXY(IES) WILL BE ALLOWED TO BE PHYSICALLY PRESENT AT THE
BROADCAST VENUE.

• Members are to attend, speak (including posing questions to the Board of Directors of TECHBOND via real time
submission of typed texts) and vote (collectively, “Participate”) remotely at this AGM via Remote Participation and
Voting (“RPV”) facilities provided by Tricor.

• We strongly encourage you to attend the AGM via the RPV facilities. You may also consider appointing the Chairman
of the Meeting as your proxy to attend and vote on your behalf at the AGM.

Remote Participation and Voting

 The RPV facilities are available on Tricor’s TIIH Online website at https://tiih.online.

 Shareholders are to attend, speak (in the form of real time submission of typed texts) and vote (collectively,
“participate”) remotely at the AGM using RPV facilities from Tricor.

 Kindly refer to Procedures for RPV as set out below for the requirements and procedures.

122
ADMINISTRATIVE GUIDE
(CONT’D)

Procedures to Remote Participation and Voting via RPV Facilities

 Please read and follow the procedures below to engage in remote participation through live streaming and online
remote voting at the AGM using the RPV facilities:

Before the AGM Day

Procedure Action

i. Register as a user with TIIH • Using your computer, access to website at https://tiih.online. Register as a user
Online under the “e-Services” select the “Sign Up” button and followed by “Create Account
by Individual Holder”. Refer to the tutorial guide posted on the homepage for
assistance.
• Registration as a user will be approved within one (1) working day and you will be
notified via e-mail.
• If you are already a user with TIIH Online, you are not required to register again.
You will receive an e-mail to notify you that the remote participation is available
for registration at TIIH Online.
ii. Submit your request to attend • Registration is open from 30 October 2023 until the day of AGM on Wednesday,
AGM remotely 29 November 2023. Shareholder(s) or proxy(ies) or corporate representative(s) or
attorney(s) are required to pre-register their attendance for the AGM to ascertain
their eligibility to participate the AGM using the RPV facilities.
• Login with your user ID (i.e. e-mail address) and password and select the corporate
event: “(REGISTRATION) TECHBOND 7TH AGM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select “Register for Remote Participation and Voting”.
• Review your registration and proceed to register.
• System will send an e-mail to notify that your registration for remote participation
is received and will be verified.
• After verification of your registration against the Record of Depositors as at 23
November 2023, the system will send you an e-mail on or after 27 November
2023 to approve or reject your registration for remote participation.
(Note: Please allow sufficient time for approval of new user of TIIH Online and
registration for the RPV).

123
ADMINISTRATIVE GUIDE
(CONT’D)

Procedures to Remote Participation and Voting via RPV Facilities (Cont’d)

 Please read and follow the procedures below to engage in remote participation through live streaming and online
remote voting at the AGM using the RPV facilities: (Cont’d)

On the AGM Day

Procedure Action

i. Login to TIIH Online • Login with your user ID and password for remote participation at the AGM at any
time from 9.00 a.m. i.e. 1 hour before the commencement of meeting at 10.00
a.m. on Wednesday, 29 November 2023.
ii. Participate through Live • Select the corporate event: “(LIVE STREAM MEETING) TECHBOND 7TH AGM” to
Streaming engage in the proceedings of the AGM remotely.
If you have any question for the Chairman/Board, you may use the query box
to transmit your question. The Chairman/Board will try to respond to questions
submitted by remote participants during the AGM. If there is time constraint, the
responses will be e-mailed to you at the earliest possible, after the meeting.
iii. Online remote voting • Voting session commences from 10.00 a.m. on Wednesday, 29 November 2023
until a time when the Chairman announces the end of the session.
• Select the corporate event: “(REMOTE VOTING) TECHBOND 7th AGM” or if you
are on the live stream meeting page, you can select “GO TO REMOTE VOTING
PAGE” button below the Query Box.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
iv. End of remote participation • Upon the announcement by the Chairman on the conclusion of the AGM, the Live
Streaming will end.

Note to users of the RPV facilities:

1. Should your registration for RPV be approved, we will make available to you the rights to join the live stream meeting
and to vote remotely. Your login to TIIH Online on the day of meeting will indicate your presence at the virtual meeting.
2. The quality of your connection to the live broadcast is dependent on the bandwidth and stability of the internet at your
location and the device you use.
3. In the event you encounter any issues with logging-in, connection to the live stream meeting or online voting on
the meeting day, kindly call Tricor Help Line at 011-40805616 / 011-40803168 / 011-40803169 / 011-40803170 for
assistance or e-mail to tiih.online@my.tricorglobal.com for assistance.

124
ADMINISTRATIVE GUIDE
(CONT’D)

Entitlement to Participate and Appointment of Proxy

 Only members whose names appear on the Record of Depositors as at 23 November 2023 shall be eligible to attend,
speak and vote at the AGM or appoint a proxy(ies) and/or the Chairman of the Meeting to attend and vote on his/her
behalf.

 In view that the AGM will be conducted on a virtual basis, a member can appoint the Chairman of the Meeting as his/
her proxy and indicate the voting instruction in the Form of Proxy.

 If you wish to participate in the AGM yourself, please do not submit any Form of Proxy for the AGM. You will not be
allowed to participate in the AGM together with a proxy appointed by you.

 Accordingly, proxy forms and/or documents relating to the appointment of proxy/corporate representative/attorney
for the AGM whether in hard copy or by electronic means shall be deposited or submitted in the following manner not
later than Monday, 27 November 2023 at 10.00 a.m.:

(i) In Hard copy:

By hand or post to the office of the Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No.
8, Jalan Kerinchi, 59200 Kuala Lumpur;

(ii) By Electronic form:

All shareholders can have the option to submit proxy forms electronically via TIIH Online and the steps to
submit are summarised below:

Procedure Action

i. Steps for Individual Shareholders

Register as a User with TIIH • Using your computer, please access the website at https://tiih.online.
Online Register as a user under the “e-Services”. Please refer to the tutorial
guide posted on the homepage for assistance.
• If you are already a user with TIIH Online, you are not required to
register again.
Proceed with submission of form • After the release of the Notice of Meeting by the Company, login with
of proxy your user name (i.e. email address) and password.
• Select the corporate event: “TECHBOND 7TH AGM - SUBMISSION OF
PROXY FORM”.
• Read and agree to the Terms and Conditions and confirm the
Declaration.
• Insert your CDS account number and indicate the number of shares
for your proxy(s) to vote on your behalf.
• Appoint your proxy(s) and insert the required details of your proxy(s)
or appoint the Chairman as your proxy.
• Indicate your voting instructions – FOR or AGAINST, otherwise your
proxy will decide on your votes.
• Review and confirm your proxy(s) appointment.
• Print the form of proxy for your record.

125
ADMINISTRATIVE GUIDE
(CONT’D)

Entitlement to Participate and Appointment of Proxy (Cont’d)

 Accordingly, proxy forms and/or documents relating to the appointment of proxy/corporate representative/attorney
for the AGM whether in hard copy or by electronic means shall be deposited or submitted in the following manner not
later than Monday, 27 November 2023 at 10.00 a.m.: (Cont’d)

(ii) By Electronic form: (Cont’d)

All shareholders can have the option to submit proxy forms electronically via TIIH Online and the steps to
submit are summarised below: (Cont’d)

Procedure Action

ii. Steps for corporation or institutional shareholders

Register as a User with TIIH • Access TIIH Online at https://tiih.online.


Online • Under e-Services, the authorised or nominated representative of the
corporation or institutional shareholder selects the “Sign Up” button
and followed by “Create Account by Representative of Corporate
Holder”.
• Complete the registration form and upload the required documents.
• Registration will be verified, and you will be notified by email within
one (1) to two (2) working days.
• Proceed to activate your account with the temporary password given
in the email and re-set your own password.
(Note: The representative of a corporation or institutional shareholder
must register as a user in accordance with the above steps before he/
she can subscribe to this corporate holder electronic proxy submission.
Please contact our Share Registrar if you need clarifications on the user
registration.)
Proceed with submission of form • Login to TIIH Online at https://tiih.online.
of proxy • Select the corporate event name: “TECHBOND 7TH AGM -
SUBMISSION OF PROXY FORM”.
• Agree to the Terms & Conditions and Declaration.
• Proceed to download the file format for “Submission of Proxy Form”
in accordance with the Guidance Note set therein.
• Prepare the file for the appointment of proxies by inserting the required
data.
• Login to TIIH Online, select corporate event name: “TECHBOND 7TH
AGM - SUBMISSION OF PROXY FORM”.
• Proceed to upload the duly completed proxy appointment file.
• Select “Submit” to complete your submission.
• Print the confirmation report of your submission for your record.

Voting at Meeting

 The voting at the AGM will be conducted on a poll pursuant to Paragraph 8.29A of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The Company has appointed Tricor to conduct the poll
voting electronically (“e-voting”).

 Shareholders can proceed to vote on the resolutions before the end of the voting session which will be announced by
the Chairman of the Meeting and submit your votes at any time from the commencement of the AGM at 10.00 a.m.
Kindly refer to “Procedures to Remote Participation and Voting via RPV Facilities” provided above for guidance on
how to vote remotely via TIIH Online.

126
ADMINISTRATIVE GUIDE
(CONT’D)

Door Gift or Food Voucher

 There will be no door gifts or food vouchers for attending the AGM.

No Recording or Photography

 Unauthorised recording and photography are strictly prohibited at the AGM.

Pre-Meeting Submission of Questions to the Board of Directors

 The Board recognises that the AGM is a valuable opportunity for the Board to engage with shareholders. In order
to enhance the efficiency of the proceedings of the AGM, shareholders may in advance, before the AGM, submit
questions to the Board of Directors via Tricor’s TIIH Online website at https://tiih.online, by selecting “e-Services” to
login, post your questions and submit it electronically no later than, 27 November 2023 at 10.00 a.m. The Board of
Directors will endeavor to address the questions received at the AGM.

Enquiry

 If you have any enquiry prior to the meeting, please call our Share Registrar, Tricor Investor & Issuing House Services
Sdn Bhd at +603-2783 9299 during office hours i.e. from 8.30 a.m. to 5.30 p.m. (Monday to Friday, except on public
holidays).

127
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TECHBOND GROUP BERHAD
Registration No: 201601019667 (1190604-M)
(Incorporated in Malaysia)

PROXY FORM
(Before completing this form please refer to the notes below)

Number of Shares held


CDS Account

I/We ...................................................................................................................... (Name of Shareholder as per NRIC, in capital letters)

NRIC No./Company No................................................................................ (New) ..............................................................................(Old)

of....................................................................................................................................................................................................................

being a Member(s) of TECHBOND GROUP BERHAD, hereby appoint.......................................................................................................

......................................................................................................................................... (Name of proxy as per NRIC, in capital letters)

NRIC No. ..................................................................................................... (New) ............................................................................. (Old)

and .................................................................................................................................. (Name of proxy as per NRIC, in capital letters)

NRIC No. ..................................................................................................... (New) ............................................................................. (Old)


or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the Seventh Annual General Meeting
(“7th AGM”) of the Company to be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room, Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia on
Wednesday, 29 November 2023 at 10.00 a.m. and any adjournment thereof.

My/Our proxy/proxies is/are to vote as indicated below with an “X”

ORDINARY RESOLUTIONS NO. FOR AGAINST


1 To approve the payment of the final single tier dividend of 0.75 sen per ordinary share in respect
of the financial year ended 30 June 2023
2 Re-election of Selma Enolil Binti Mustapha Khalil as Director of the Company
3 Re-election of Lee Seh Meng as Director of the Company
4 Payment of Director’s fees to Dato’ Hamzah Bin Mohd Salleh: RM84,000.00
5 Payment of Director’s fees to Ooi Guan Hoe: RM72,000.00
6 Payment of Director’s fees to Selma Enolil Binti Mustapha Khalil: RM72,000.00
7 Payment of Directors’ benefits of up to RM18,000.00 for the financial period from 1 January
2024 until the next Annual General Meeting of the Company
8 Re-appointment of Grant Thornton Malaysia PLT as Auditors of the Company
9 Proposed Renewal of Authority to Issue and Allot Shares
SPECIAL RESOLUTION NO.
1 Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act, 2016

For appointment of two proxies, percentage of


Dated this ............... day of .................................... 2023. shareholdings to be represented by the proxies:
No. of Shares Percentage
Proxy 1 %
Proxy 2 %
---------------
.................................................................... Total 100%
Signatures/ Common Seal of Shareholder(s)
---------------

Contact:

NOTES:

i) The 7th AGM will be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room, Unit 32-
01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia
and via the Remote Participation and Voting (“RPV”) facilities provided by Tricor Investor & Issuing House Services Sdn Bhd
(“Share Registrar”, or “Tricor” or “TIIH”) via its TIIH Online website at https://tiih.online.

The broadcast venue of the 7th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act, 2016
which requires the Chairman of the Meeting to be at the main venue. NO SHAREHOLDERS/PROXY(IES) WILL BE ALLOWED TO
BE PHYSICALLY PRESENT AT THE BROADCAST VENUE.

ii) Members are to attend, speak (including posing questions to the Board via real time submission of typed texts) and vote
(collectively, “participate”) remotely at the 7th AGM via RPV facilities. Please read the Administrative Guide for the 7th AGM of
the Company for details on the registration process and procedures for RPV facilities to participate remotely at the 7th AGM
of the Company.

iii) A member of a Company shall be entitled to appoint another person as his proxy to exercise all or any of his rights to attend,
participate, speak and vote at meeting of members of the Company. A member may appoint not more than two (2) proxies in
relation to a meeting, provided that the member specifies the proportion of the member’s shareholdings to be represented by
each proxy. A proxy may but need not be a member of the Company.

iv) Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act, 1991 (“SICDA”), it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary
shares of the Company standing to the credit of the said securities account.

v) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one (1) 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. An exempt authorised nominee refers
to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1)
of SICDA.

vi) Where a member or the authorised nominee appoints more than two (2) proxies, or where an exempt authorised nominee
appoints more than one (1) proxy in respect of each omnibus account to attend and vote at the same meeting, the
appointments shall be invalid unless the proportion of shareholdings to be represented by each proxy is specified in the
instrument appointing the proxies.

vii) The instrument appointing a proxy shall be in writing signed by the appointor or by his attorney who is authorised in writing. In
the case of a corporation, the instrument appointing proxy(ies) must be made either under its common seal or signed by an
officer or an attorney duly authorised.

viii) The instrument appointing a proxy either in writing or in electronic form shall be deposited at the Company’s Share Registrar,
Tricor Investor & Issuing House Services Sdn Bhd, at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar
South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or its Customer Service Centre at Unit G-3, Ground Floor, Vertical
Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or via TIIH Online at https://tiih.
online not less than forty-eight (48) hours before the time set for the meeting or any adjournment thereof. Kindly refer to the
Administrative Guide for further information on electronic submission of proxy form.

ix) Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the share
registrar in accordance with Note (viii) above not less than forty-eight (48) hours before the time appointed for holding the
Annual General Meeting (“AGM”) or adjourned general meeting at which the person named in the appointment proposes to
vote. A copy of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the
applicable legal requirements in the relevant jurisdiction in which it is executed.

x) For a corporate member who has appointed a representative, please deposit the ORIGINAL OR DULY CERTIFIED certificate of
appointment with the share registrar in accordance with Note (viii) above. The certificate of appointment should be executed
in the following manner:

a. If the corporate member has a common seal, the certificate of appointment should be executed under seal in accordance
with the constitution of the corporate member.
b. If the corporate member does not have a common seal, the certificate of appointment should be affixed with the rubber
stamp of the corporate member (if any) and executed by:

1. at least two (2) authorised officers, of whom one (1) shall be a director; or
2. any director and/or authorised officers in accordance with the laws of the country under which the corporate
member is incorporated.

xi) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 23 November
2023 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint
proxies to attend and vote in his/her stead.
1st Fold Here

AFFIX
STAMP

Share Registrar of
TECHBOND GROUP BERHAD
Registration No: 201601019667 (1190604-M)
Tricor Investor & Issuing House Services Sdn Bhd
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Wilayah Persekutuan
Malaysia

2nd Fold Here


Fold This Flap For Sealing


Conse rve
as we c ompou nd
INSIDE THIS REPORT

INSIDE THIS REPORT

Introduction Environment

About This Report 01 Environmental Conservation 16

Managing Director’s Message 02 Energy Management 17

Key Awards & Recognition 03 Water Management 20

Techbond Group at a Glance 05 Waste Management 21

About Techbond 06 Emissions Management 23

Sustainability Governance Structure 08 Climate Change 25

Material Sustainability Matters 10 Innovation for Sustainability 27

Stakeholder Engagements 11

Contributions to the UNSDGs 13

Social Governance

Empowering our Workforce 30 Business with Integrity 41

Workforce Diversity 30 Building a Responsible Supply Chain 42

Empowering Women in the Workplace 32 Fair Trade Practice 43

Talent Acquisition 32 Ethics & Integrity 43

New Hire & Turnover 32 Code of Conduct 44

Human Capital Development 33 Anti-Bribery Management System Policy 44

Human Rights 34 Whistle Blowing Policy 45

Employment Salary & Benefits 34 Regulatory Compliance 45

COVID-19 Management 35 Data Protection 45

Employee Engagement 36 Customer Privacy 46

Employee Welfare 36 Cloud-Based System 46

Occupational Safety & Health (OSH) 37

Safety Precaution 38

Safety & Health Initiatives 39 Community


Emergency Preparedness & Response 40
Disaster Relief 48
Emergency Response Plan 40
Food from the Heart 48
Response to Covid-19 48

Our Performance Data


GRI Index
Environmental Performance 49

Social Performance 52 GRI Content Index 57

SUSTAINABILITY REPORT 2023


ABOUT THIS REPORT

ABOUT
THIS REPORT
Reporting Period
This Report focuses on the major sustainability risks and oppor-
tunities faced by Techbond Group Berhad and it subsidiaries This Report covers the period from 1 July 2022 – 30
Techbond Group & the ways in which we are responding to them. June 2023 (”FY2023”). All initiatives & performance data
It details our commitments across the environment, social & disclosed are derived from the Group’s operations in
governance aspects & ensures we have transparently disclosed Malaysia. Excluded are our overseas operations,
our management performance in these issues. contractors, suppliers, vendors & other related value
chain partners and will include Techbond's subsidiary in
FY2024 Sustainable Report.

Reporting Guidelines

Techbond seeks to provide clear, accurate & transparent


information disclosure on its environmental, social & Reporting Scope & Boundary
governance impacts. The preparation of this Report has
been guided by Bursa Malaysia’s Sustainability Report-
This Report summarises the sustainability performance
ing Guide Third Edition. Where relevant, selected disclo-
of Techbond Group's Malaysia operations particularly
sures have been developed in reference to the (”GRI”)
Techbond Manufacturing Sdn. Bhd. which located in
Global Reporting Initiative Standards.
Shah Alam, Selangor.
In an effort to meet global sustainability agendas, we
have also aligned our disclosures in this report to the
United Nation’s Sustainable Development Goals
("UNSDGs") so that we can play an active role in provid-
ing action plans to address challenges that have been
identified by the global community. Statement of Assurance

This Report has been reviewed by our management and


members of the board. It has not been reviewed by
independent party and will only be reviewed for upcom-
ing financial year Sustainable Report.

Feedback

Feedback from our stakeholders is essential for us to


continuously improve our sustainability reporting. We
warmly welcome your comments, thoughts & feedback
on how we may improve our reporting to benefit all our
stakeholders. You may direct them to Techbond Group
Berhad headquarters:

TECHBOND GROUP BERHAD


No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota
Kemuning, 40460 Shah Alam, Selangor Darul Ehsan,
Malaysia
Tel: +603-5122 3333
Email: adhesive@techbond.com.my

SUSTAINABILITY REPORT 2023 01


MESSAGE FROM OUR MANAGING DIRECTOR

MESSAGE
FROM OUR

Managing
Director
Dear Valued Stakeholders,
The global Coronavirus Disease (”Covid-19”) pandemic
has led to unprecedented risks & uncertainties like no
other. Year 2023 was a year of change that saw us
navigate through the new normal. As we reflect on the
learnings we had over the past year, it is evident that MR. LEE SENG THYE
climate change has not ceased and will remain as the Managing Director
most profound generational challenge the world faces TECHBOND GROUP BERHAD
today. Notwithstanding these global challenges, Tech-
bond Group Berhad has remained resilient and persevered
in the face of adversity.
Our unwavering commitment to quality is evidenced by the seal
Techbond has always been mindful of the effects of its opera- of approval from our ISO certifications. Our Malaysian opera-
tions to the environment. With the worsening environmental tions has been registered by Intertek Certification Limited as
concerns inflicting our world, we are driven to continuously conforming to the requirements of ISO 14001:2015 Environment
integrate sustainable considerations and practices within our Management System Certification & ISO 9001:2015 Quality
business operations. With this in mind, we continue to strive for Management System Certification for the manufacturing of
operational excellence in both our Malaysia & Vietnam plants to Hotmelt and Water-based Industrial Adhesives and Sealants.
further elevate our competitive advantage. The first step to Whereas our Vietnam operations obtained the Bureau Veritas
realise this ambition is to recognise that we have ourselves, Certification in accordance to ISO 9001:2015 Quality Manage-
through our operations, the opportunities to make better choices ment Systems, ISO 14001:2015 Environmental Management
and be more sustainable. Systems & the ISO 45001:2018 Occupational Health & Safety
Management Systems for the manufacturing of Industrial
The concept of sustainability is not something new to Techbond. Adhesive for Wood, Paper and Fabric. We are also audited
Sustainable business practices is at the core of Techbond's annually to ensure compliance with certifications requirements.
business infrastructure since our inception in 1995. We are
proud of our achievements in sustainability in the past & are While we are proud of what we’ve accomplished, we are aware
excited to embark on this new phase of our sustainability that there is much more to be done. Techbond will continue to
journey. The birth of our inaugural Sustainability Report indicates set its sights even higher with the development of our inaugural
our commitment to enhance our ESG practices within the Group. Sustainability Report. With the theme “Conserve as we
Compound”, we will be embarking on our next step in addressing
In alignment with the United Nations 17 Sustainability Develop- the urgent environmental challenges that will challenge our
ment Goals, Techbond will place further emphasis on ESG in our ingenuity & commitment as we move purposefully towards our
corporate management & factory operations. We will continue to aspiration to reduce our carbon footprint by 45% by 2030 bench-
refine our Environmental, Social & Governance strategies to marked against 2020 Carbon Intensity Emission.
generate substantial benefits & positive long-term impact to our
company & all our stakeholders. This mandate represents our on-going commitment to our
customers, communities & stakeholders & our relentless focus
to meet our ESG goals. Looking ahead, we believe that the
journey towards achieving our sustainability target will require
the combined effort of every level of our organisation, hence we
will continue to anchor sustainability within the organisation as
we forge towards a net-zero world.

SUSTAINABILITY REPORT 2023 02


KEY AWARDS & RECOGNITION

KEY AWARDS
& RECOGNITION
We have been acknowledged both regionally and internationally by esteemed award bodies. The awards and recognition we
received through the years reflect our business performance & continued delivery of quality products.

These awards and achievements bear testament to our commitments to protect the needs and interest of our people,
stakeholders and environment. In recognition of our efforts, we have obtained numerous accolades as listed below:

CICM Responsible Care Awards Year 2012/2013 ITEX 2021 Gold Medal Award
Community Awareness & Emergency Response Code for the invention of Palm-Based
Process Safety Code Woodworking Polyurethane
Employee Health & Safety Code Adhesives
Category: Special Awards for the SMEs (MERIT)

CICM Responsible Care Awards Year 2012/2013 Golden Bull Award 2011
Pollution Prevention Code Outstanding SMEs Winner
Category: Special Award for the SMEs (GOLD)

CICM Responsible Care Awards Year 2007/2008 SME Corp Malaysian Brands
Special Award for the SMEs (GOLD) National Mark of MALAYSIAN BRAND,
the mark of Quality, Excellence &
Distinction, a quality accreditation
tag from SME Corporation

CICM Responsible Care Awards Year 2006 SME Malaysia Platinum


Employee Health & Safety Code (GOLD) SME Export Excellence Award
Category: Special Award for the SMEs

Certificate of Merit from ITEX 2021 ITEX 2021 Gold Medal


International Invention, Innovation Malaysian Invention & Design Society
& Technology Exhibition, Malaysia

Sin Chew Business Excellence MATRADE Mid-Tier Companies


Award 2014 Development Programme
Product & Service Excellence Award

Golden Eagle Award Asia’s Top Trusted Brand Award 2023


Excellent Eagle 2016

SUSTAINABILITY REPORT 2023 03


KEY AWARDS & RECOGNITION

Adherance to
GLOBAL SAFETY STANDARDS

ISO 9001:2015 ISO 14001:2015


TECHBOND MANUFACTURING SDN BHD

ISO 9001:2015 ISO 14001:2015 ISO 45001:2018


TECHBOND MFG (VIETNAM) CO., LTD

SUSTAINABILITY REPORT 2023 04


TECHBOND GROUP AT A GLANCE

TECHBOND GROUP

AT A GLANCE

95
Employees
28
years of experience

Location of facility Manufacturing facility R&D Centre


Shah Alam, Malaysia Shah Alam, Malaysia Shah Alam, Malaysia

• Bangladesh
• Malaysia
• Cambodia
KE Y • China
• Middle East
• Myanmar
• Indonesia
MARKETS • Thailand
• Vietnam
• Netherlands
• Papua New Guinea
• Philippines
• Singapore

SUSTAINABILITY REPORT 2023 05


ABOUT TECHBOND

ABOUT
TECHBOND

WHO WE ARE
Techbond is a homegrown pioneer that specialises in developing & manufacturing industrial adhesives & sealants. Based
in Shah Alam, Selangor, Malaysia the Group was established in 1996, and later ventured into Vietnam in 2005. Techbond
places huge emphasis on research & development (“R&D”) and has 8 in-house trademarked brands. We take pride in the
fact that most of our industrial adhesives & sealants are developed in house. In December 2018, we reached a major
milestone following the listing of our shares on the Main Market of Bursa Malaysia Securities Berhad (”Bursa Malaysia”).

Our headquarters (“HQ”) is located in Shah Alam, Selangor, Malaysia together with our manufacturing plant, R&D facility
and quality control (“QC”) centre. We expanded our manufacturing base to Vietnam in 2005 before moving to our current
Binh Duong Factory Complex, Vietnam in 2008.

As a specialist in the development & manufacture of industrial adhesives & sealants, the Group serves a wide range of
industries such as woodworking, paper & packaging, automotive, building & construction, personal care, cigarette and
mattress. In terms of geographical market, we serve not only domestic clientele but also export to more than 30 countries
across Asia, Europe & Africa continents.

CORPORATE
CORE VALUES
Our aspiration of becoming a thriving and prosperous adhesive company is fuelled by our Corporate Core Value emerging from the
word STICK which translates to Sustainability, Teamwork, Innovative Mindset, Customer focused & Keep learning. These core values
define how we work as an entity and how we deliver our commitments to all our stakeholders, paving the way for the success of our
teams in both Malaysia & Vietnam.

S T I C K
Sustainability Teamwork Innovative Mindset Customer Focused Keep Learning

SUSTAINABILITY REPORT 2023 06


ABOUT TECHBOND

WHAT WE DO
There are 2 main business divisions in Techbond, which are as below:

Industrial Adhesives & Sealants Supporting Products & Services


The Group produces 2 kinds of industrial adhesives, Besides our own in-house products, the Group also
which are water based & hot melt adhesives. Primarily, offers supporting goods & services in our bid to strength-
polymer-based materials are employed as raw materials. en our competitive advantage & develop clients’ loyalty.
These include supplying Original Equipment Manufactur-
er (“OEM”)‘s industrial adhesives & sealants, adhesive
Water-Based Adhesives repellents & cleaners, chemicals as well as adhesive
A combination of basic blending machines.
adhesives & (if present)
additives that have been
dissolved or disturbed in
water. Research & Development
Hot Melt Adhesives One of our main competitive advantages is our R&D
As substance that is solid capability. As mentioned earlier, most of our products are
at ambient temperature formulated in-house. This is made possible by our techni-
but melts when heated to cal team, dedicating their time in the R&D centre located
its operating temperature within the Shah Alam plant. The facility is well-equipped
range. with laboratory & various equipment such as gas
Industrial sealants are used to seal a surface in order to chromatograph, fourier transform infrared spectroscope,
prevent the passage of liquids, gases & other undesired programmable temperature, and humidity test chamber.
substances. In 2015, we began manufacturing sealants
in-house via our R&D efforts. We manufacture two Having our own in-house R&D team allows us to custom-
primary kinds of sealant: water based & solvent-based ise our products according to clients’ specifications. At
sealants. the same time, we continually develop new formulas &
seek opportunities to increase our product portfolio in
order to remain competitive.

SUSTAINABILITY REPORT 2023 07


UNWAVERING LEADERSHIP COMMITMENT

UNWAVERING

LEADERSHIP
COMMITMENT
Sustainability Governance Structure

Integrating sustainability at the highest governance level in


Techbond enables strategic oversight of Environmental, Social
and Governance (”ESG”) issues for long-term value creation.
Techbond is committed to delivering long-term value to our
stakeholders through sustainable practices that protect the best
interests of all parties involved – from our shareholders, employ-
ees, business associates and local communities, to the environ-
ment we live in. This effort is supported by a robust sustainability
governance structure which provides oversight to ensure that
our business operations are upholding this responsibility for all
stakeholders.

Our sustainability governance structure is led by the Board,


which ensures that the Group’s practices meet our corporate
objectives and sustainability goals. The Board is responsible for
providing oversight of sustainability and ESG matters in the
Group’s strategy development. Supporting the Board is the
Managing Director (“MD”), who strategically manages the
Group’s sustainability matters.

The Group has included ESG factors as a strategic consider-


ation in the decision making process. Responsible department
heads are tasked with identifying, assessing & mitigating current
& potential ESG risks.

SUSTAINABILITY REPORT 2023 08


UNWAVERING LEADERSHIP COMMITMENT

Techbond Sustainability Working Group

The Sustainability Working Group (”SWG”) is responsible for executing, monitoring and implementing sustainability initiatives across
the Group. The SWG will champion and manage all aspects of a sustainable ecosystem including tracking and collating sustainability
performance data.

Led by the Deputy MD, the SWG is an engine of our governance structure and supported by our Heads of Departments which includes
Finance, Operations, R&D, Business Development, Human Resources & Purchasing. All sustainability issues & other operational perfor-
mance issues are deliberated in the quarterly management meetings chaired by the MD. The MD provides updates to the Board on
sustainability issues and its relevant performance indicators.

GOVERNANCE BODY ROLES & RESPONSIBILITIES

The Board of Directors has oversight on sustainability matters.

Board of Directors The Board oversees the development & adoption of sustainability strategy &
related policies.

This includes matters such as integrity, anti-corruption, code of conduct, occupa-


tional health & safety, talent management & risk.

The MD develops Tecbond’s overarching sustainability framework.

Managing Director The MD aligns the Group’s sustainability strategy with long term business
growth & goals.

Informs the Board’s strategic planning in monitoring ESG risks and opportunities.

Reports to MD.
Deputy Managing
Director The Deputy MD executes sustainability initiatives across the Group.

Acts as a strategist in delivering sustainability initiatives & development projects


in line with strategies approved by the Board of Directors.

Comprises of the various department heads within the Group.


Heads of Implements & integrates sustainability within their departments.
Departments
Monitors progress of sustainability initiatives, activities, targets and communi-
cates their progress.

SUSTAINABILITY REPORT 2023 09


MATERIAL SUSTAINABILITY MATTERS

MATERIAL
SUSTAINABILITY MATTERS
To ensure Environment, Social & Governance risks within the Group’s operations are considered, key risks were identified and
assessed by prioritising factors in the external global operating environment & the values perceived by our stakeholders.

This approach enabled us to identify & focus on our business priorities, by honing in on current and emerging risks that
could potentially impact our business operations. Based on these identified risks, we proactively implemented action plans
and initiatives in order to fortify our business resilience, to continuously create value for our stakeholders.

Identifying our Material Sustainability Matters

Material Sustainability Matters are issues and concerns that are considered relevant and important to Techbond and our various
stakeholders. In order to better understand the issues and concerns that are relevant to us, we conducted a review of the following:
• Our current business strategy;
• Relevant requirements, guidelines and policies, including those issued by Bursa Malaysia as well as its Sustainability Reporting
Guide and Toolkit;
• ESG themes and indicators utilised by the FTSE4Good Index and the GRI Universal Standards, in addition to aligning ourselves with
the applicable UNSDGs.
We also drew upon our material topics through internal discussions with the management and representatives from our various
business units, and from feedback and input received through our interactions with our key stakeholders.

Our Materiality Assessment Approach & Processes

We maintain continuous engagements with our stakeholders to understand the significance of the specific ESG material topics to
them. These insights are used to inform us in setting the direction of our sustainability journey and communicate meaningfully as we
move forward.

In 2023, we undertook a comprehensive materiality assessment in compliance with the principles of materiality via our three-step
process below:

Sustainability
Identify Impact Validation
Assessment
Sustainability topics of significance
were established through stakehold- The outcome of our Materiality
er engagement activities such as Assessment was presented to the
internal feedback, international peer The impact of the sustainability Sustainability Working Group and the
disclosures and review of our current topics established on our financials, Board of Directors for deliberation
ESG performance in comparison to environment, product quality, and approval.
accepted benchmarks and standards. reputation and regulatory impact
were evaluated.

The materiality assessment is reviewed and approved by the Board of Directors.

The results of materiality analysis assessment are as follows:


Corporate Governance Product Quality & Innovation
Human Rights Safety & Health Awareness
High Fair Trade
Group Financial Performance Employee Management
Important to Stakeholder

Business Ethics & Governance

Social Responsibilities Environmental Compliance


Medium Support Service
Local Communities Waste & Water Management

SOP
Policies
Low Packaging Material
Business Strategy
Cybersecurity & Data Privacy
Low Medium High
Important to Business operations

SUSTAINABILITY REPORT 2023 10


MATERIAL SUSTAINABILITY MATTERS

STAKEHOLDERS’ ENGAGEMENTS

Stakeholder Engagement Objective(s) Engagement Channels Sustainability Matters Discussed

• Board meetings • Company direction & business


To align our business strategy
Board of • Committee Meetings strategy
with Environment, Social &
Directors • Annual General Meetings • Policies
Governance practices.
• Sustainable Report • ESG target

• Reporting
• Annual General Meeting
• Corporate website
• Group financial performance
• Investor’s briefing
Investors To cultivate investors‘ and public • Corporate governance
• Public announcements
and Media confidence level. • Regulatory compliance
• Press conference
• Business prospects
• Interviews and visits
• Media interviews
• Media release

• Customer’s Feedback Form


• To improve customers’ • Customer’s Audit • Consistent quality product and
satisfaction. • Corrective Action Report quality control
Customers • Ensuring right product for • On-site factory visit • Support services
customer. • Regular Business Meetings • ISO Certificate
• Sustainability efforts • Electronic mail • Data Privacy & Security
• Code of Ethics and Conduct

• Competitive Pricing
• Supplier’s Evaluation and Appraisal
• Packaging material
• Site visit
• To ensure sustainable supply of • Sustainable supply chain
• Regular Business Meetings
Suppliers quality services and materials. management
• Corrective Action Report
• Development of new product • Data Privacy & Security
• Electronic mail
• Incoming quality inspection
• Code of Ethics and Conduct
• New product development

• Performance appraisal
• Internal memorandum • Training and development
• To develop career progression, • Training Programs • Talent attraction and retention
talent retention and equitable • Department Meetings • Occupational Safety and health
remuneration and benefits. • Management Discussion and • Team building activities
Employees • Promote conducive working Meetings • Staff performance
environment through Health and • Employees Training Needs • Employee welfare
Safety Practices, staff welfare Assessment • Standard operating procedures
improvement • Employee engagement activity (“SOP”)
• Employee Handbook • Employee engagement
• Job enrichment through rotation

• Environmental compliance
• Active engagement with respective • Waste management
authorities and regulatory agencies • Strict compliance with all laws,
Government To ensure full compliance with
• Official correspondence regulations and requirements
& Regulators relevant laws and regulations
• Timely submission of reports to to maintain licenses
relevant authority • Human capital development
and labor practices

• Social responsibilities events


such as donations for school
Local To create positive image and • Corporate social responsibilities
• Job creation for local
Communities awareness to the public • Sponsorships
communication
• Energy, Pollution control

SUSTAINABILITY REPORT 2023 11


MATERIAL SUSTAINABILITY MATTERS

Our Sustainability Matters

MATERIAL MATTERS DESCRIPTION

ENVIRONMENT

Energy
Tracking energy consumption and ensuring efficient use of energy across all areas of operations.
Management

Carbon Tracking the Group’s GHG emissions throughout our operations and managing its impact to the
Emission surrounding environment.

Water Tracking the Group’s water consumption, ensuring water conservation and the optimisation of
Management processes to increase water efficiency.

Waste
Ensure waste & effluents discharged meet the standard limit of regulations.
Management

Sustainable Consideration of sustainability factors within our manufacturing processes and the development of
Development our products through ongoing process improvement, research & development and the application of
of Products technologies.

Environmental Internal controls and mechanisms to manage environmental impacts, focusing on air emissions,
Management waste management, water management, energy management and climate change.

SOCIAL

Occupational Establishment of a safe and healthy working environment by implementing key measures to prevent
Safety & Health injuries and eliminate workplace health & safety risks.

Employee Attract and retain employees by creating a great workplace by managing employee welfare, inculcat-
Engagement ing a healthy lifestyle and conducting regular social engagements with employees.

Human Capital Nurturing talent & providing career development opportunities and training programmes that expand
Development their knowledge base.

Diversity &
Treat all employees fairly & without discrimination.
Non-discrimination

Supply Chain Consideration of emerging social, environmental and economic factors within our supply chain
Management through risk assessment.

Community Enrich the lives of communities in which the Group operates through corporate social responsibility
Development (CSR) initiatives.

GOVERNANCE

Regulatory Initiatives and processes are established to ensure compliance with relevant regulatory require-
Compliance ments.

Human Rights
Fostering fair labour practices and ensuring employee welfare by protecting human rights, ensuring
& Fair Employment
no forced labour and promoting an inclusive working environment.
Practices

Data Security Protection of data/information/intellectual property belonging to the company and stakeholders
& Protection including customers, suppliers, employees and business partners against cybersecurity breaches.

SUSTAINABILITY REPORT 2023 12


CONTRIBUTIONS TO THE UNSDGs

CONTRIBUTIONS TO

THE UNSDGs

As part of Techbond’s commitment to


sustainability, our company supports
the UNSDGs. We have stepped up on
our corporate endeavour to be part of
the global effort towards a greener and
more sustainable future as espoused
by the UNSDGs.

This included conducting an assess-


ment to better understand the UNSDGs
and its targets and prioritising our goals
and targets by mapping them to our
sustainability initiatives. We have
focused on eleven key UNSDGs and the
following page presents our progress
thus far.

SUSTAINABILITY REPORT 2023 13


CONTRIBUTIONS TO THE UNSDGs

Our Focus
Ensure healthy lives and promote well-being for all.
Targets we are contributing to
Achieve universal health coverage, access to quality essential health-care services and access to safe, effective,
quality and affordable essential medicines and vaccines for all.
Our Progress
• Entire workforce is fully vaccinated.
• Safeguards the health of our employees through strict adherence to relevant pandemic SOPs & guidelines.

Our Focus
Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all.
Targets we are contributing to
• 4.4 Skills for employment, decent jobs and entrepreneurship.
Our Progress
• Upskilled our employees through various training programs.

Our Focus
Achieve gender equality & empower women and girls.
Targets we are contributing to
• 5.5 Ensure women’s full & effective participation & equal opportunities for leadership at all levels of decision-mak-
ing in political, economic & public life.
Our Progress
• Board of Directors comprise of 33% women.
• Top Management comprise of 33% women.

Our Focus
Ensure availability and sustainable management of water & sanitation for all.
Targets we are contributing to
• 6.3 Improve water quality by reducing pollution, eliminating dumping and minimising release of hazardous chemi-
cals and materials, halving the proportion of untreated wastewater & substantially increasing recycling & safe use
globally.
Our Progress
• Developed our own Industrial Effluent Treatment System (IETS) to ensure all our waste water is properly treated
through an environment friendly bio-treatment facility.

Our Focus
Ensure access to affordable, reliable & sustainable and modern energy for all.
Targets we are contributing to
• 7.1 Ensure universal access to affordable, reliable and modern energy services.
• 7.a Promote investment in energy infrastructure & clean energy technology.
Our Progress
• Installation of solar panel on our rooftops to minimise energy consumption and reduce carbon emissions.
• Converting LED lighting in factory & laboratory.

Our Focus
Promote sustained, inclusive & sustainable economic growth, full & productive employment & decent work for all.
Targets we are contributing to
• 8.3 Encourage the growth of micro-, small- and medium sized enterprises.
• 8.5 Achieve full & productive employment & decent work for all women & men & equal pay for work of equal value.
• 8.7 Take immediate & effective measures to eradicate forced labour, end modern slavery & human trafficking.
• 8.8 Protect labour rights & promote safe & secure working environments for all workers.
Our Progress
• 79% local suppliers engaged in FY2023 to support the growth of local enterprises.
• Techbond respects the human rights of all its workers.
• Health & Safety Trainings are implemented & Safety procedures are enforced throughout the Group.

SUSTAINABILITY REPORT 2023 14


CONTRIBUTIONS TO THE UNSDGs

Our Focus
Build resilient infrastructure, promote inclusive & sustainable industrialisation & foster innovation.
Targets we are contributing to
• 9.5 Enhance scientific research & encouraging innovation.
Our Progress
• We have our own R&D Centre equipped with laboratory and various equipment to encourage innovation within
the Group.

Our Focus
Reduce inequality within & among countries.
Targets we are contributing to
• 10.2 Empower & promote social, economic & political inclusion of all, irrespective of age, sex, disability, race,
ethnicity, origin, religion or economic or other status.
Our Progress
• Employment opportunities are offered to a diverse group of people regardless of age, gender and cultural
background.

Our Focus
Ensure sustainable consumption & production patterns.
Targets we are contributing to
• 12.2 Achieve the sustainable management & efficient use of natural resources.
• 12.4 Achieve the environmentally sound management of chemicals.
Our Progress
• Improved operational efficiency through the maintenance and refurbishment of our machines and equipment.
• Proper waste management practices are implemented in accordance with applicable environmental regulations.

Our Focus
Take urgent action to combat climate change & its impact.
Targets we are contributing to
• 13.1 Strengthen resilience & adaptive capacity to climate related hazards.
• 13.2 Integrate climate change measures into strategies & planning.
• 13.3 Improve education, awareness-raising on climate change mitigation, adaptation, impact reduction & early
warning.
Our Progress
• The Group declared its aspirations to reduce its carbon emission by 45% in 2030 benchmarked against 2020
Carbon Intensity Emission.
• Conducted awareness development & training on Climate Change to the BODs, the Management Team and all
employees.

Our Focus
Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build
effective, accountable and inclusive institutions at all levels.
Targets we are contributing to
• 16.1 Significantly reduce all forms of violence.
• 16.3 Promote the rule of law & ensure equal access to justice for all.
• 16.5 Substantially reduce corruption & bribery in all their forms.
• 16.6 Develop effective, accountable & transparent institutions at all levels.
• 16.b Promote & enforce non-discriminatory laws and policies for sustainable development.
Our Progress
• The Group has adopted a zero-tolerance approach and takes a strong stance against all forms of corruption and bribery.
• The Group introduced the Anti-Bribery Management System Policy.

SUSTAINABILITY REPORT 2023 15


ENVIRONMENTAL CONSERVATION

ENVIRONMENTAL
CONSERVATION
Our commitment to minimise
our ecological footprint
As an ethical adhesive manufacturer, we are mindful of the role Climate change will have a material impact on our business. Our
we play to preserve and conserve the environment. We are investment decisions will have a strong bearing on how climate
committed to minimising the impact we have on the environ- change and its consequences will ultimately unfold.
ment by improving our processes & reducing our ecological
footprint. Our environmental approach is driven by the under-
standing that our activities have an impact on the environment It is our responsibility to play an active
and that we have a responsibility to reduce this impact whenever role in accelerating our efforts towards
possible.
achieving our goal of reducing our
Techbond actively manages the environmental impacts of its carbon emissions by 45% in 2030
operations, people and products. We aim to optimise our
production processes by seeking out ways to increase produc- benchmarked against the 2020 Carbon
tion output and minimise our environmental impacts. We also
consistently engage with our employees to be knowledgeable
Intensity Emission.
about and accountable for our sustainability targets. We monitor
our environmental footprint and continuously innovate for
improved sustainability in our technologies and manufacturing
practices.

Techbond Aquaponic Farm on the rooftop of our HQ in Shah Alam

SUSTAINABILITY REPORT 2023 16


ENERGY MANAGEMENT

ENERGY
MANAGEMENT

Energy consumption and the related greenhouse gas (”GHG”)


emissions are of high relevance for Techbond and care needs to
be taken to avoid potential negative environmental impacts. For
our operations, this means taking steps to consume energy more
efficiently and to promote the usage of renewable energy sourc-
es. As part of our Sustainability Target, we have set a goal of both
improving energy efficiency and reducing CO2 emissions by 45%
in 2030 benchmarked against 2020 Carbon Intensity Emission.

Green Technology

Techbond Group uses energy efficient production system to


minimise energy consumption and reduce carbon emissions. We
use Liquified Petroleum Gas ("LPG") which is high grade fuel as a
power source. LPG is a clean combustion with high heat factor
which is more environmentally friendly.

Solar Energy

Further transition towards renewable energy sources is one of


the meaningful ways that we see for our production facilities to
decrease our carbon footprint. The advantage of solar energy is
that it is a sustainable alternative to fossil fuels. While fossil fuels
have an expiration date that may be fast approaching, the sun is
likely to be around for at least a few billion years.

Solar energy has a substantially reduced impact on the environ-


ment compared to fossil fuels. Its GHG emissions are inconse-
quential as the technology does not require any fuel combustion.

As part of our efforts to reduce our carbon emissions intensity,


we have invested RM1.1 million in renewable energy sources to
produce cleaner, greener energy for the Group. In line with this, we
have installed a solar power system at our Shah Alam facility with
an installed annual capacity of 637,507 kWh.

SUSTAINABILITY REPORT 2023 17


ENERGY MANAGEMENT

Tracking our Progress

For FY2023, we recorded a total increase of 31.48% in our LPG consumption & intensity remains the same comparing to financial year
ended 30th June 2020 (”FY2020”). The increase was due to the test of new hotmelt product and the test of the old machine after repair
and maintenance.

LPG Consumption (kg) LPG Consumption per unit Produced

LPG Consump�on (kg) LPG Consump�on per unit


Produced (kg/unit)
70,000 61,393
0.030 0.027 0.027
60,000
46,695 47,116 0.024
45,176 0.025 0.021
50,000

40,000 0.020

30,000 0.015

20,000 0.010

10,000 0.005

- 0.000
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023

Our LPG consumption intensity stood


at 0.027kg per 1 unit (kg) of adhesive produced in FY2023.

Electricity Consumption (kWh) Electricity Consumption per unit Produced

Electricity Consump�on (kWh) Electricity Consump�on per unit Produced


(kWh/kg)
936,445
1,000,000
839,120
900,000 0.140 0.128 0.124 0.128
757,990
800,000
656,720 0.120
700,000 0.091
600,000 0.100
500,000 0.080
400,000 0.060
300,000
0.040
200,000
100,000 0.020
- 0.000
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023

In line with this, our LPG consumption intensity was maintained at 0.027 per unit of adhesive produced in FY2023 and there was a
decrease in electricity consumption intensity to 0.091 per unit of adhesive produced. This was mainly attributed to the commissioning
of our solar power system.

The reduction in electricity consumption per unit produced shows a saving of 28.91% due to the installation of our solar power
systems.

Diesel Consumption (litre)


Diesel Consump�on (litre)
In FY 2023, a total of increase of 24.98% in our diesel
consumption. The increase of diesel consumption was due to
35,000
the increase in production & sales volume. 29,926 30,431
27,475
30,000
24,349
25,000

20,000

15,000

10,000

5,000

-
FY2020 FY2021 FY2022 FY2023

SUSTAINABILITY REPORT 2023 18


ENERGY MANAGEMENT

Renewable Energy Usage Solar Power System Energy Cost Saving (kWh)

Techbond started the construction of its photovoltaic solar Solar Power Sytem Energy Cost Saving
panels on June 30, 2022 and started commissioning on
(kWh)
January 1, 2023.
59,331
60,000 55,124
Techbond achieved significant reduction in its electricity 51,726 52,535
consumption since the commissioning of its PV systems. The 50,000 43,978
actual energy cost saving from the installation of the solar 39,328
power system is illustrated in the following graph: 40,000

30,000

20,000

10,000

-
Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23

Converting to LED Lighting

In our concerted effort for environmental conservation, we replaced the light bulbs in both our factories and lab to green, energy-effi-
cient LED Lighting. We have replaced 62 light bulbs in our factories to energy-saving LED Lighting and also reduced the quantity of
lighting used from 62 units to 39 LED lights with lower voltage. Based on electricity usage of 8 hours per day per month, we have
achieved a total electricity reduction of 68% due to this initiative. As for our lab, we have installed 308 LED lights that resulted in a 44%
electricity reduction.

Converting to LED lighting will result in a positive impact on to our Group’s energy consumption. Converting to green, eco-friendly
alternatives such as LED lighting serves as one of our small steps in our commitment to reduce our company’s energy consumption
and its related carbon emission.

SUSTAINABILITY REPORT 2023 19


WATER MANAGEMENT

WATER
MANAGEMENT
Sustainable Water Consumption

Water is becoming increasingly scarce globally. Since our compa-


ny also depend on the availability of water, sustainable water Water Consump�on per unit Produced
management is an important part of our environmental steward- (m3/unit)
ship. Sustainable water management serves to maintain water
quality and contributes to increased biological and ecological
0.00113
diversity within our surrounding environmental. Water conserva- 0.00120
0.00095
tion is a core aspect in our operations, and we are constantly 0.00100
0.00079
optimising our production processes to increase water efficiency 0.00076
0.00080
and reduce water consumption. Regular monitoring is carried out
to track water consumption intensity. 0.00060
0.00040
Our water management efforts focus more heavily on our manu-
0.00020
facturing sites than our administrative facilities because produc-
tion generally poses a higher risk. 0.00000
FY2020 FY2021 FY2022 FY2023

In FY2023, the Group (Techbond Manufacturing Sdn Bhd Water Consump�on per unit Produced (m3/unit)
(”TMSB”) operation) recorded total water consumption intensity
of 0.00095m3 per unit (kg) of adhesive produced. The increase in
our water consumption was due to the construction of our
aquaponic farm, increase of production activity and leakage in
laboratory area in FY2023.

Responsible Wastewater Treatment

The proper treatment of wastewater is important to our environ-


ment. We ensure that our water discharge management is in full Water Waste Treatment (m3)
compliance with ISO 14001:2015 requirements. We assure
wastewater is sufficiently treated through our treatment plant
120
before discharge to stormwater drainage. 102
100
The total water discharged for FY2023 stood at 22m3 to the 71
80 68
stormwater drainage. The water discharge volume saw an
55
increase of approximately 10% compared with the previous 60 49
fiscal period, mainly due to production lines operating at a higher 36
production volume. 40
20 22
20
When it comes to discharging wastewater, we strictly adhere to
government regulations. We conscientiously observe water 0
protection laws and immediately adapt our practices and FY2020 FY2021 FY2022 FY2023

processes if these laws are tightened. We recorded zero reported Waste Water Treated Outgoing Discharge
incidents of non-compliance with discharge limits in FY2023 and
Surpassing the Standard B Effluent discharge benchmark set by
the Department of Environment (”DOE”) for water quality related
parameters such as biological oxygen demand (BOD), chemical
oxygen demand (”COD”) and total suspended solids (”TSS”).

SUSTAINABILITY REPORT 2023 20


WASTE MANAGEMENT

WASTE
MANAGEMENT
Waste Management

The Group has developed its own IETS to ensure all its wastewater is properly treated through an environment friendly bio-treatment
facility. The Group regularly conduct tests on the quality of treated water to ensure compliance with the requirements of the DOE. The
IETS is continuously monitored to ensure it is operating in an optimum performance condition and no untreated water is being
discharged from the plant to avoid potential water pollution. We ensure only treated water that fulfill DOE requirements are discharged.
The solid scheduled wastes are collected and stored separately for disposal by a licensed company.

Minimising our Waste

The fundamental goal of Techbond’s waste management approach is to ensure effective use of resources throughout our operations
in order to reduce the amount of waste generated. We are committed to reducing our overall waste, and continuously improving our
waste management strategies to eliminate our environmental impact.

Proper waste management practices are essential in reducing our environmental footprint. The Group promotes reducing waste,
recycling, proper waste management and waste sorting activities. We work to ensure all waste generated by the Group are handled in
accordance with applicable environmental regulations (i.e Environmental Quality (Scheduled Wastes) Regulations 2005 [Malaysia]).

We have established a thorough waste management program for both scheduled and non-hazardous wastes, in accordance with
ISO14001:2015 and environmental regulations. Our scheduled wastes are collected by licensed prescribed premises that we have
appointed. These licensed prescribed premises are responsible for conducting waste recovery processes on the scheduled wastes
generated by us.

Tracking our Progress

Waste Management (kg) Scheduled Waste per Unit Produced (kg/unit)

Waste Management (kg) Scheduled Waste per unit Produced


(kg/unit)
45,000 38,836 40,561
40,000 0.0050
32,373 33,031 32,341
35,000 0.005 0.0045
30,000 26,362 25,862
0.0045
21,892 0.0037
25,000 0.004 0.0034
20,000
0.0035
15,000 8,220
6,540 5,805 0.003
10,000 4,470
5,000 0.0025
- 0.002
FY2020 FY2021 FY2022 FY2023 0.0015
0.001
Waste Disposed as Scheduled Waste
0.0005
Waste Disposed for Recycling Purpose
0
Total FY2020 FY2021 FY2022 FY2023

Our total waste is the sum of our scheduled waste During the year, there were no recorded incidents
and waste disposed for recycling purpose. of noncompliance in relation to waste management.

Total scheduled waste generated intensity for FY2023 stood at 0.0045 per unit of adhesive produced. Our effective practices saw
overall waste generated reduced by 10% in FY2023 compared to the previous year.

SUSTAINABILITY REPORT 2023 21


WASTE MANAGEMENT

IETS Process Flow

1. Waste Water Equalization

Waste water generated from production cleaning or tote tank


washing will go into collection tank (equalisation tank).

2. Chemical Precipitation Process

Chemical precipitation process, whereby suspended solid is


separated and pass through a filter press to harness
maximum water recovery.

3. Sludge Disposal
Monitoring Process
The sludge is disposed as scheduled waste and collected by A competent person who is in charge of IETS, will
licensed waste collector. monitor all components, unit processes/operations
of the IETS.
4. Biological Process
The samples of treated water will send to both
Wastewater will continue further treatment through a biologi- internal & external laboratories to ensure it meets the
cal process. In this treatment, microorganism such as bacteria final discharge standard.
are used to remove pollutant in waste water. IETS performance monitoring will be reported to the
Management during periodic meetings and monthly
5. Final Discharge online submissions to DOE.

Activated Carbon charge to fish pond.

Our filter press process to remove excessive water from solid waste

SUSTAINABILITY REPORT 2023 22


EMISSIONS MANAGEMENT

EMISSIONS
M A N A G EM ENT
Techbond is cognisant that GHG emissions are crucial drivers of
climate change and is committed in taking steps to further
improve our reporting and performance in this regard. The bound-
ary of our GHG reporting covers Scope 1 & Scope 2 under our
operational control. Our GHG emissions include carbon dioxide
which are reported in the units of carbon dioxide equivalent
(CO2e).

The Group is continuously seeking to enhance the quality of our


GHG emissions reporting. We strive to continuously improve our
efforts to reduce GHG emissions.

SUSTAINABILITY REPORT 2023 23


EMISSIONS MANAGEMENT

On a consolidated basis, the Group’s companywide GHG emissions are set out below:
Tracking our Carbon Footprint

Scope 1 Carbon Emissions (kg of CO2e) Scope 2 Carbon Emissions (kg of CO2e)

Scope 1 Carbon Emissions (kg of CO2e) Scope 2 Carbon Emissions (kg of CO2e)
598,388
177,706
180,000 600,000 536,198

160,000 484,356
135,163 136,381 130,766 500,000
140,000 419,644

120,000
400,000
100,000 80,097 81,449
73,537
80,000 65,171
300,000
60,000
40,000 200,000
20,000
100,000
-
FY2020 FY2021 FY2022 FY2023
-
LPG Diesel FY2020 FY2021 FY2022 FY2023

For the financial year under review, carbon emission intensity stood at 0.094 which is lower than last year. We continue to work towards
improving efficiencies and lowering our carbon emissions. The scope 1 carbon emission was calculated based on the conversion
factor of 1.6117002 kg/litre and 2.676492 kg/litre respectively. The scope 2 carbon emission have been measured following the Penin-
sular Malaysia’s standard of 0.639 tCO2/MWh.

Carbon Emission Intensity CO2e/kg Adhesive Produced


(kg of CO2e)

Notes:
Carbon Emission Intensity CO2e/kg Adhesive Scope 1 emissions cover the emissions from LPG consumption
Produced (kg of CO2e) from our production facilities includes burner for supply heat to
our heating system, forklift and company-owned vehicles on
0.115 0.113
petrol and diesel.
0.120 0.108
Scope 2 emissions cover purchased electricity from our produc-
0.100
0.094 tion facilities includes mixer, tank, pump, cooling system,
research development center and other electrical appliances in
0.080 corporate office.

0.060

0.040

0.020

0.000
FY2020 FY2021 FY2022 FY2023

In FY2023, our Scope 1 and Scope 2 emissions saw a 18.26% drop in total carbon emissions intensity due to lower purchased electrici-
ty consumption. Looking ahead, Techbond continues to work towards achieving our sustainability target, to reduce our carbon
emissions by 45% by 2030 benchmarked against 2020 Carbon Intensity Emission.

SUSTAINABILITY REPORT 2023 24


CLIMATE CHANGE

CLIMATE
CHANGE
For this reason, we are
The environment is currently facing the biggest challenge it has ever seen.
Climate change has become a global environmental issue and is one of the committed in our goal to
most challenging issues for mankind. Techbond has long recognised that
greenhouse gas emissions are contributing to climate change. We support the
reduce our company-
Paris Agreement’s goal to keep the rise in global average temperature this wide carbon emissions
century to below two degrees Celsius above pre-industrial levels and to pursue
efforts to limit the temperature increase to 1.5 degrees Celsius. by 45% by 2030 bench-
The pandemic, the devastating floods and the heatwave that affected the
marked against 2020
nation were clear indicators that we need to expedite responsive solutions Carbon Intensity Emis-
towards mitigating and managing climate change.
sion.
Climate Change Awareness Training Programme

Techbond recognises the importance of creating awareness among our employees regarding climate change. We believe that every-
one has the power to make a difference in creating a more sustainable future. Implementing sustainable approaches within the Group
will only be effective when employees believe in the overall goals of the Group. One of the ways to promote sustainability and reduce
our environmental impact is through workplace education.

In order to create a knowledgeable workforce, we have conducted a series of Climate Change Awareness Training Programmes with
our employees across all levels and functions from our foreign workers up to our Board of Directors. This is one of our initiatives to help
our employees understand the impacts of climate change and to empower them with the right knowledge, skills, values and attitudes
needed to be drivers of positive change within the workplace.

SUSTAINABILITY REPORT 2023 25


AQUAPONIC FARM

AQUAPONIC
FARM

Techbond is constantly looking for ways to boost its sustainabili-


ty practices. With this in mind, Techbond has built an Aquaponic
Farm that was completed in December 2022. Nestled on the
rooftop of our headquarters in Shah Alam, the 1,500 square foot
of greenhouse accommodates a total of 4,300 pots of leafy
vegetables that grow on rows and rows of densely packed
cylinders. Our fish tank which contains approximately 250 red
tilapia fishes complete this aquaponic system.

The Aquaponic system is a sustainable method of farming that


combines two productive systems; a recirculating aquaculture
system consisting of fish farmed in a tank and a hydroponic
cultivation system which consists of vegetables cultured in a
medium other than soil.

In this closed-loop circulating system, fish waste acts as a


natural fertilizer for the plants. The plants take up those nutrients
and clean water is re-circulated back into the aquaculture
system. This symbiotic relationship allows for the efficient use
of resources. Aquaponics uses 90% less water than traditional
farming methods and does not require the use of fertilisers or
pesticides.

Aquaponics can also be tailored to specific environmental condi-


tions, such as temperature, lighting and humidity making it
possible to grow crops in areas that are traditionally not suited
for farming.

Techbond has ample vacant space particularly on our rooftops.


We view these empty spaces as reservoirs of under-exploited
productive capacity. Integrated into our building, our greenhouse
made it possible for us to produce food within the city while
upgrading the urban environment, boosting biodiversity and
contribute towards carbon reduction by capturing carbon
dioxide.

Techbond Aquaponic Farm Contributes to Environmental


Sustainability because:

• It uses less land.


• It reduces the need for pesticides and fertilizers.
• It requires less water.
• It is more efficient than traditional farming.
• It can produce 10 times more food than traditional farming.
• The symbiotic relationship between the aquatic animals and
the plants increases biodiversity.
• It captures carbon dioxide from the environment.

SUSTAINABILITY REPORT 2023 26


INNOVATION FOR SUSTAINABILITY

INNOVATION
FOR SUSTAINABILITY

The world has undergone deep changes that are expected to intensify in the coming years. In the contexts of a global
pandemic, decarbonizing the economy, and acceleration of the digital paradigm, creating long-term value requires collabo-
rative innovative solutions developed together with our customers, partners, and other scientific and technological players.

What we do matters, as adhesives can be found in nearly every finished good that you encounter in your daily life. While
adhesives typically make up a very small percentage of most products, we strive to make the biggest impact downstream
in supporting our customers’ sustainability goals.

Our R&D team is proactive in ensuring that we develop bonding solutions that would support our customers’
responses to changing consumer demand, new product designs, and upcoming regulatory and sustainability
efforts.

We invested significantly in innovation, research, and expertise, which are crucial for the continuous extraction of
value from our business strategy. This also facilitated the creation of new high-performance solutions that enabled
customers to improve their products and processes to better achieve their sustainability programs and help transi-
tion from a linear to a circular economy.

SUSTAINABILITY REPORT 2023 27


INNOVATION FOR SUSTAINABILITY

INNOMELT SERIES HOTMELT ADHESIVE

Our INNOMELT combine performance with customer-demon-


strated cost savings. INNOMELT offers process ability, perfor-
mance, cosmetic appearance, and, most importantly, they help
save money for end users.

INNOMELT offer high mileage due to aggressive bonding, as


well as lower density. They run clean and char-free, resulting in
savings in maintenance expenses such as filters and nozzles.
As a result, end users experience lower rates of line shut down
and thus increased production utilization.

Additionally, the ease of cleaning spilled or misfired beads from


the machinery and the lack of angel hair or spider webs result
in more savings in terms of reduced labour costs. Reduced
wear and tear on the equipment, primarily due to the low acid
content of the base polymer used, has been documented.

INNOMELT offers a wider service temperature than those of


traditional EVA-based hot melt adhesives. Finally, the lack of
odour and smoke from the product improves workplace condi-
tions.

SONICBOND SERIES BOTTLE LABELING ADHESIVE

SONICBOND is an advanced bonding solution that offers to


the glass and PET bottle labelling application in food & bever-
age industries.

Unlike their conventional counterparts (casein-based


adhesive), SONICBOND is produced through cold manufactur-
ing process that enable energy saving in daily production

In addition to adhesives excellent wet tack, SONICBOND


exhibit good adhesion even to wet and chilled glass surfaces.
The food and beverage industry can therefore turn to a power-
ful and efficient range of products that cover the entire
spectrum of bottle labelling needs, including sophisticated
adhesive solutions with high ice-water and condensation-wa-
ter resistance.

Unlike their conventional counterparts (casein-based


adhesive), SONICBOND are based on synthetic polymers and
are hence independent of the dairy industry. The raw materials
employed are thus subject to lower price volatility than casein.
For bottling plants, greater price stability means improved
cost estimation accuracy in their budgeting. The elimination
of casein also yields further benefits, as this resource then
becomes available for food production instead of being used
for technical purposes.

In addition, SONICBOND give no cause for concern during


wastewater treatment. The products contain no alkylphenol
ethoxylates, zinc or borax.

SUSTAINABILITY REPORT 2023 28


INNOVATION FOR SUSTAINABILITY

PALM OIL BASED POLYURETHANE ADHESIVE

TECHBONDGREENTECH series is an advanced bonding


solution that utilises polymer made from sustainable
feedstock (palm oil). It makes the polyurethane adhesive
versatile and robust enough to adapt to all possible conditions
and materials.

In chipboard, plywood and bentwood making industries, it is


able to meet upcoming strict regulations and fulfil market
demand for low VOC emission. It contains no intentionally
added formaldehyde, contributing to lower hazardous
emissions and enabling environmental benefits in the
workplace and for the user.

Techbond received the Certificate of Merit from ITEX 2021 at


the International Invention, Innovation & Technology Exhibi-
tion Malaysia & the ITEX 2021 Gold Medal Award for the inven-
tion of our Palm-Based Woodworking Polyurethane
Adhesives.

These awards are a strong testament to Techbond's continu-


ous pursuit towards environmental, social & governance
(ESG) compliance through the production of green and
environmentally sustainable adhesive solutions.

Certificate of Merit ITEX 2021


from ITEX 2021 Gold Medal Award

GLUING SYSTEM SOLUTION

As a technical bonding partner to our customer, we offer a


complete gluing machine, comprehensive testing and technical
support to assist with consultation, repairs, joint product
development, custom designs and more to fit our customers'
needs

We supply glue mixing and applicator in the woodworking


industries to improve customer’s productivity. The machine is
own fabricated to suit the application, to enable on site optimi-
zation for the output by improving the glue mileage, reduce
waste and reducing human error in the mixing process and
glue spread variant in the day-to-day manufacturing process.

SUSTAINABILITY REPORT 2023 29


EMPOWERING OUR WORKFORCE

EMPOWERING
OUR WORKFORCE

The driving force of our The Group strives to treat all our employees respectfully and

success
equally irrespective of age, gender, ethnicity, nationality, disabili-
ty, sexual orientation, cultural background and religious beliefs.
Enforcing diversity will reduce our reliance on particular groups
and foster an environment that promotes equity and inclusion.
At Techbond, our people are our biggest assets. The
We uphold zero tolerance for any form of discrimination and
driving force behind our success is the growth of inculcate the value of diversity by hiring based on credibility and
each and every one of our employees. For that merit.
reason, we are committed in empowering our people
to thrive at work and unlock their full potential. Providing and promoting equitable employment opportunities
for all employees is a commitment made by Techbond in its
Techbond is committed to play an active role in inspiring our employment practices. We continue to maintain a workforce
employees to develop their skills, abilities and confidence through that is accepting and values everyone's inclusion and diversity.
their careers. We believe that the culture of curiosity is the corner- We have about 95 staff members for FY 2023, 30 of whom are
stone of all great things. We therefore aim to provide an environ- new hires. Each employee works on a full-time basis.
ment that gives our employees plenty of scope for creativity that
sparks the desire for innovation. This not only empower our All employees are treated equally and fairly where everyone
employees, but increases our employees’ productivity and receives equal opportunity for career progression as well as
creates a competitive advantage to attract potential candidates benefits without discrimination.
to join our company while retaining our existing talent.

Workforce Diversity

Techbond believes that diversity drives progress and is a critical


enabler for the success of the Group. It strengthens our ability to
innovate and encourages our employees to be their individual,
curious and unique selves.

Employee Demographics

Age Group (%) Gender (%) Ethnicity (%)


11.58

45.26 24.21 27.37

43.16 75.79 72.63

<30 30-50 >50 Male Female Local Foreign

Percentage of employees by gender for each employee category is tabulated below:

Employee Category Gender No. of Employees %


Male 3 75
Senior Management
Female 1 25
Male 6 67
Middle Management
Female 3 33
Male 23 56
Executive
Female 18 44
Male 40 98
Non-Executive
Female 1 2

SUSTAINABILITY REPORT 2023 30


EMPOWERING OUR WORKFORCE

Percentage of employees by age group for each employee category is tabulated below:

Employee Category Age Group No. of Employees %


< 30 0 0
Senior Management 30-50 2 50
> 50 2 50
< 30 1 11
Middle Management 30-50 7 78
> 50 1 11
< 30 18 44
Executive 30-50 17 41
> 50 6 15
< 30 24 59
Non-Executive 30-50 15 37
> 50 2 4

Percentage of Directors by gender & age group:

Board Diversity Category %

Male 67
Gender
Female 33
< 30 0
Age 30-50 33
> 50 67

The Group does not employ any contractors or temporary employees. All employees are employed under
the Group.

SUSTAINABILITY REPORT 2023 31


EMPOWERING OUR WORKFORCE

Empowering Women in the Workplace

Techbond supports the professional development of women across the Group. We believe in
encouraging and empowering woman leaders and their recruitment, retention, full participation
and advancement. We support women in leadership and have fulfilled the requirement of 30%
female Directors on our Board, as required by the Malaysian Code on Corporate Governance.
The Group has two (2) female Directors representing 33% of females on the Board.

The representation of women employed in different Group levels is tabulated below:

Board Level Manager & Above Overall Organisation


Women
Pax % Pax % Pax %
Representation
2 33.0 3 33.3 21 26.3

Talent Acquisition

Talent acquisition goes beyond recruiting. It is about having a long-term employee retention strategy in place. As such, the Group is
committed to constantly evaluate and revamp our talent attraction strategies to includes innovative methods which include online job
portal, internship, career expo and employee referral programs in which the employee can introduce their potential talent candidate to
join the Company.

TMSB has recorded a total of 30 new hires, achieving a new hire rate of 31.5%, which comprises 70% or 14 males and 30% or 6 females.
70% of new hires are aged below 30,followed by 30% aged between 30 to 50 years and 0% aged above 50 years.

New hire by gender (%) New hire by age group (%)


0%

20% 30%

70%
80%

Female Male Below 30 years 30 to 50 years Above 50 years

Turn over by gender (%) Turnover by age group (%)

8%
39%
38% 54%
61%

Female Male Below 30 years 30 to 50 years Above 50 years

Senior Middle
Executive Non-Executive
Total number of employee Management Management
turnover by employee category
0 1 8 6

SUSTAINABILITY REPORT 2023 32


EMPOWERING OUR WORKFORCE

Human Capital Development

Malaysia has shifted from a labour-intensive, agriculture-based economy since its independence in
1957 to a knowledge and innovation-based economy. For our long-term survival and to increase our
competitive advantage, the Group has made numerous efforts in continuing to attract talents
through its recruitment initiatives. We firmly believe that offering technical training to our staff
would help them develop their talents and lower the local unemployment rate.

The Group has also formed strategic partnerships with research organizations and agencies for a number of research and develop-
ment projects to develop new raw materials sources and explore methodologies and commercial applications. In order to broaden
our people’s expertise and enrich their experience, our employees are given the opportunity to lead research initiatives with outside
organizations.

Techbond values continuous learning and growth and employees are encouraged to develop themselves through upgrading their skill
sets, taking on stretch assignments as well as expanded responsibilities that are essential for them to remain effective and relevant.
Maintaining employees’ long-term employability is a crucial factor that contributes to our success. Techbond firmly believes that,
despite a difficult year, investing in employee development through personal development training has enabled our employees to
reach their full potential.

In Techbond, these are the learning styles that we adopt.


On-the-job training and learning. For example, taking a new challenge or stretched assignments.
Growth through others. For example, social and collaborative interactions and constructive feedback in networks, peers, coaching and
mentoring programs.
Formal Learning through structured programs, courses, training, online classes and reading.

The type of Training Programs conducted for Safety & Health are as follows:

Safety
Environmental Occupational Awareness
Occupational Root Cause
Impacts on First Aids & Forklift
Safety & Health Analysis
Solid Waste and CPR Operators
Safety

We continue to always empower our employees in ways that will help to enrich them while contributing towards our overall success.

Learning & Development

Total Training Hours - By Gender Average Training Hours - By Gender


77
3500 3032 80
3000 70
60 51
2500
1858 50
2000
40 28
1500 1174 26
787 30 20
681 16
1000 512 20 12 13
431
275 251 7
500 10
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023

Total Training Hours - By Gender Male Female Average Training Hours - By Gender Male Female

Total Training Hours by Employee Category Average Training Hours by Employee Category

3500 3032 300


252
3000 250
2500
200
2000 1261
150 118
897.25 100
1500
787.75 473.75 78
347.25 681 355 100 62
1000
211.5 115.5 400 30 30 36
119.5 109.5 50 12 6 14 10 24
500 144.5 66 2 10
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023

Total Training Hours By Employee Category Senior Management Average Training Hours - By Employee Category Senior Management
Middle Management Execu�ve Middle Management Execu�ve
Non-Execu�ve Non-Execu�ve

SUSTAINABILITY REPORT 2023 33


EMPOWERING OUR WORKFORCE

Human Rights

Techbond respects the human rights of all its workers and supports the local
communities. Human rights are respected throughout our operations and
extended value chain as we conduct business ethically and sustainably. Our
practices proactively assess our human rights impacts on an ongoing basis as
part of our business processes.

1. Hiring & Employment 2. Safe Working 3. No Abuse & 4. No Forced, Child 5. Foreign Worker
Environment Harassment Labour Treatment
Prohibits discrimination
in the hiring and Provides a safe and Prohibits physical Does not use child, Foreign or migrant workers
employment practices healthy workplace, free abuse, harassment of forced, prison, must be employed in full
including gender, race, from discrimination and associates and threats indentured or involuntary compliance with labour
religion, age, disability harassment. of either. labour. and immigration laws.
and nationality.

Employment Salary & Benefits

Techbond employees are eligible to a host of benefits packages in accordance with local laws. The benefits offered are both competitive
and equitable to promote a healthy work-life balance. We adhere to statutory mandated benefits which include:

Various allowance Designated Prayer Room


Petrol, car, production, meal, Designated prayer room for
training (T&C applies) Muslim employees

Insurance Gym Facilities


such as Group Personal EMPLOYMENT to promote employee
Accident Coverage BENEFITS wellness

Medical Cover Leave


such as Group Hospitalisation such as annual leave, medical,
& Surgical Insurance and hospitalization, maternity,
medical benefits paternity and etc

The Management also implemented the following initiatives to remediate the burden on employees’ finances during the
MCO period.
• Employees continue to receive bonuses and annual increments for FY2022.
• No salary deduction/ forced leave imposed throughout the Movement Control Order period.
• Employee’s RTK and PCR tests were at the expense of the Company.
• Additional PPE such as face masks and self-test kits are provided to all employees.
• No additional cost burden shifted to employees due to Covid-19 Standard Operating Procedures (SOPs).

SUSTAINABILITY REPORT 2023 34


EMPOWERING OUR WORKFORCE

Covid-19 Management

Techbond Group has been consistently applying its own set of SOPs to address the transition
of Covid-19 from a pandemic to an endemic phase. Here are the measures that have been
undertaken during this transition period:

Sanitation

Hand sanitizers are available at various locations of our premises. Employees or visitors are required to use the
hand sanitizer after temperature check. Sanitizers are also given to every employee for their own use.

Social Distancing

Social Distancing is practiced at our work place. Employees or visitors are required to observe at least 1-meter
distance from one another. Virtual meetings are held to stay connected and ensure business continued as usual.

Disinfection

Disinfection and cleaning of the entire company premises are as per SOP. The disinfection processes for Compa-
ny factories were carried out twice a day to maintain hygiene and prevention against the virus.

We take proactive measures by placing employees who are regarded as close contact under quarantine and isolation and also undergo
subsequent screenings. We also carry out deep cleaning and disinfecting exercise at the premises and dormitories in Shah Alam.

The Company is committed and strictly adheres to the SOP issued by the authorities and continues to undertake precautionary and
preventive measures for Covid-19 as part of its sustainability and business continuity management.

SUSTAINABILITY REPORT 2023 35


EMPOWERING OUR WORKFORCE

Employee Engagement

Highly engaged employees are essential for business success.


We implement an open-door policy that encourages our
employees to discuss any job-related issues with their supervi-
sors. All employees are encouraged to communicate and
express their views to the management through management
meetings and their department managers are expected to
escalate their concerns to higher management for appropriate
actions to be taken.

Departmental Meetings are held by each respective depart-


ment to discuss relevant matters and to provide solutions and
guidance. Our Monthly 5 Pillars Meeting is held to update and
conclude each department’s KPI performance. Performance
Review is also done annually to review employees’ performanc-
es as well as to give feedback for further improvement. Exit
interviews are also conducted to find out the areas that need
improvement. Techbond Employee Handbook including
updates on Employee Policy is accessible to all staff.

Our Fraud & Whistleblowing Policy provides a clear reporting


channel for all employees and members of the public to
disclose any improper conduct or any action that is harmful to
the reputation of the Group or compromises the interest of
stakeholders. Any concerns about malpractices are escalated
verbally or in writing either to the Chairman of the Audit & Risk
Management Committee or the Managing Director. All reports
are treated with high confidentiality and whistle-blowers
making the allegation remain anonymous. In FY2023, no
whistleblowing cases were reported.

Employee Welfare

Apart from employee engagements, trainings and benefits to


staffs, Techbond Sport Club Committee is responsible in
creating a fun working environment. These programs seek to
boost employee morale and promote better interactions among
employees. Company-wide entertainment and social events
such as annual dinner, festive celebrations, sports day and family
day were organized, to breakdown barriers and promote social
interactions within all level of employees.

However, in order to avoid big gatherings due to unprecedented


measures to stem Covid-19, we celebrated social events with
takeaway food and voucher for employees to bring home. As the
underlying themes of most events generally promote healthy
lifestyle, it is reported that 80% of employees participated in all of
the company’s events.

All our employee is covered under Group Personal Accident


(GPA) and Group Hospitalization & Surgical (GHS) Insurance.
GPA coverage only refers to death of loss or disablement solely
and directly by accidental bodily injury which injury shall solely
and independently of any other cause resulting in death, perma-
nent disablement, temporary total disablement, temporary
partial disablement, medical and surgical treatment as well as
funeral. Whilst, GHS is provided for the cost of medical treatment
and hospitalization, due to accidents and illnesses.

SUSTAINABILITY REPORT 2023 36


EMPOWERING OUR WORKFORCE

Occupational Safety & Health (OSH)

Techbond regards workplace safety as one of the Group’s funda-


mental concern. We collectively uphold safety by adhering to strict
health and safety standards and strive to meet our obligation to
ensure that all our employees and contractors are not placed in an
environment that is inherently hazardous.

We aim to foster a risk-averse working environment, eliminate safety The role of OSH committee involves, but not limited to:
hazards and target zero fatalities and accidents across the Group.
Techbond champions a safe and healthy working environment in all
aspects of its operations by taking HSE considerations as an utmost Review safety and health
priority. procedures at the workplace

Every employee is provided with training to ensure that they are


aware and fully equipped with the knowledge on all ISO safety proce-
dures and actively contribute to the overall reduction of industrial Inspect workplace
accidents.

Techbond implements and strictly practices our Occupational Health


Investigate any accidents or other
and Safety management system as a guide that fortifies the Group’s
related matters that are raised
compliance to employee’s safety and health and outlines the Group’s
response and stance in the following area:

Investigate safety and health


• Accident and Incident Reporting and Investigation related complaints
• Safety & Work
• Security Practices
Chairman
• Safe Practices – Laboratory, Laboratory Waste, Production, Engineering
• PPE Policy
• HiRARC Secretary
• Forklift Safety Operation
• Emergency Response Procedure
• Safety Handbook Employer Employee
• Safety Audit Representative Representative

We also seek to enforce the role of each employee at all levels and enforce personal accountability to sustain a culture of zero harm at
all times. The Health and Safety Committee oversees the governance and performance of the Group’s Occupational Safety & Health.
The OSH Committee convenes regularly during its quarterly meeting to discuss, assess and identify possible health and safety risk.
The OSH Committee also continuously monitor these incidents and offer recommendation for improvement actions. Employees are
also continuously reminded of the mission, vision and policies of the company and are briefed on relevant information regarding health
and safety.

Our key performance indicators on Occupational Safety & Health are set out below:

250
209

200

150
89
100 63 60

50
0 0 0 0 1 0 0 0
0
FY2021 FY2022 FY2023

Recordable Fatalities Recordable Injuries Rate


Lost Workday Injury Rate Trained on Health & Safety Standards

SUSTAINABILITY REPORT 2023 37


EMPOWERING OUR WORKFORCE

Safety Precaution – Locked-Out System for Ribbon Mixer

In FY2022, we recorded 1 injury which is a knife cut involving our


factory supervisor whose duties include administering our
Ribbon Mixer machine. The employee stated that he had admin-
istered the Ribbon Mixer many times during his employment,
however, during the incident, the employee intended to remove
hardened hotmelt on the valve of the machine while it was Our Health and Safety Committee has reported the incident to
running. He thought that he had already turned off the machine. Department of Occupational Safety and Health (DOSH).
This resulted in a minor knife cut on the employee’s finger. The
employee's actions are deemed negligent, as they were provided Corrective and preventive action was taken and in response to
with the necessary personal protective equipment (”PPE”), this accident, we have implemented the Locked-Out System for
including safety shoes, safety goggles, cut-resistant gloves, Ribbon Mixer.
heat-resistant gloves, a respirator, earplugs, and a safety vest,
and the SOP for managing this machine were in place.

Ribbon Mixer Machine

Due to the accident that occurred in FY2022, we have enhanced our Ribbon Mixer machine valve to include an additional padlocked
cover to prevent employees from placing their hands on the machine valve while the machine is running. The key for the padlock can
only be released when the machine is turned off. This will completely eliminate any potential occurrence of accidents involving the valve
of the Ribbon Mixer machine. Our Ribbon Mixer machine is also supplemented with a clear signage on the safety precautions involved
in handling the machine translated in both Malay and Nepali language to prevent future accidents.

We continuously aim to do better by learning from past incidents. The root cause of all accidents is investigated thoroughly with
lessons learnt being shared and corrective actions being implemented across the Group. To reduce number of incidents in the
workplace, the Group has also established a Health and Safety Policy where all employees are required to comply with the safety proce-
dures and the relevant employees are also required to attend safety awareness programmes conducted by the Company.

We also conduct safety awareness and PPE briefing to all related departments. We remain steadfast in our endeavour to uphold at
highest priority the safety, health and well-being of our people and continue to aim for zero accident for next year.

SUSTAINABILITY REPORT 2023 38


EMPOWERING OUR WORKFORCE

Safety & Health Initiatives

The Group has developed the following safety and health initiatives:

1
Chemical Spillage Control Procedure
2
Installation of Drain Spill Stopper

In the event of a chemical spillage, proper cleaning proce- When a chemical spill occurs, it is necessary to take
dures and storage containers are provided to reduce prompt and appropriate action. To ensure proper
environment contamination. Appropriate personal management of hazardous chemical spills, we have
protective gears are provided to all employees to prevent installed a drain spill stopper at our main drainage
personal injury and minimize accidents at the workplace. systems. This drain stopper is one of our precautionary
Our employees are well trained in the event of a chemical measures to stop chemical spills from leaking into the
spillage through our chemical spillage trainings. environment in the event of a leakage.

3
ISO Safety Awareness
4
Emergency Response Team (ERT)

The ISO Safety Awareness is conducted once a year to The Emergency Response Team (ERT) has been formed
inform and educate our employees on procedures in to handle any workplace emergency and administer
handling accidents, illnesses and hazards in the first-aid procedures before the arrival of medical rescue
workplace. Safety assembly and fire drills are conducted personnel. The ERT is equipped with first-aid kit in the
on planned and unplanned intervals to ensure awareness manufacturing, research and development and office
and personal safety. area.

SUSTAINABILITY REPORT 2023 39


EMPOWERING OUR WORKFORCE

Emergency Preparedness & Response

We strive to ensure the safety of our workforce and communities


by keeping our infrastructure healthy and fit and by maintaining a
high level of emergency preparedness and response. Hence,
Techbond has in place its Emergency Preparedness & Response
Procedure ISO 14001:2015 Environmental Management System
under the supervision of our Safety Team that is responsible for
the overall management of critical events which require support.

The Safety Team shall be responsible to handle actual emergency


situations and to prevent and mitigate any associated adverse
environmental impact. The Safety Team ensures periodical
maintenance and test on all firefighting and preventive system
such as the following is carried out to ensure their functionality is
maintained:

• Fire Alarm System


• Fire Extinguisher
• Emergency / Exit light
• Hydrant System
• Hose Reel

Our Emergency Preparedness & Response also outlines the proce-


dures for the following incidents:

• Chemical Emergency Response


(a) Liquid Release
(b) Gaseous Release

• Accident Treatment
(a) Chemical Control / Cleaning up of Chemical Spillage
(b) Liquid Release (spillage of hazardous chemicals and flammable
chemicals)
(c) Gaseous Release (vaporisation / emission of harmful fumes)
(d) Flooding

Emergency Response Plan

Techbond believes that ensuring the health and safety of its workforce is essential to provide a safe and healthy working environment
for all. We also have in place our Emergency Response Plan in the event of Fire, Electric Shock and Accident under the ISO 14001:2015
Environmental Management System to facilitate the containment and management of these incidents.

Mock Fire Drill

SUSTAINABILITY REPORT 2023 40


BUSINESS WITH INTEGRITY

BUSINESS WITH

INTEGRITY
Upholding key business ethics
and principles
Techbond is committed to being a responsible Similarly, members of the three (3) Board Committees: Audit
corporate citizen and attempt to uphold ourselves Committee, Nomination Committee and Remuneration
Committee, are directed by the corresponding Terms of Refer-
to the highest standard of ethical conduct and
ence (“ToR”) for each of Committees that outlines the objective
integrity. We play a pivotal role in incorporating and responsibilities in assisting the Board.
ethical behaviours throughout the Group & is cog-
nisant that integrity in business is an essential Other policies and procedures adopted by Techbond include:
ingredient for the Group’s sustainable, long-term
a) Directors’ Fit & Proper Policy
business success. b) Anti-Bribery Management System Policy
c) Dividend Policy
We are a strong advocate of compliance and integrity that has d) Remuneration Policy
become the cornerstone to our ethical business practices and e) Corporate Code of Business Conduct & Work Ethics Policy
overall company policy. We pursue a zero-tolerance approach f) Board Diversity Policy
towards corruption and other breaches of the law and is g) Fraud & Whistleblowing Policy
committed to complying with all legal and regulatory require- h) Corporate Governance Report
ments. We have policies, procedures and platforms in place to i) Terms of Reference of Remuneration Committee
ensure that accountability and responsibilities are upheld j) Terms of Reference of Nomination Committee
throughout the Company and across all stakeholder relations. k) Terms of Reference of Audit & Risk Management Committee
l) Board Charter
Our zero-tolerance approach requires a holistic compliance
system of measures to ensure that business is always carried Techbond places heavy emphasis on upholding high ethical
out in full accordance with the law. The entire management standards in our business conduct and dealings to safeguard
team is required to commit to compliance to ensure that all the Group’s reputation. Numerous Group-wide policies and
business decisions and activities conform to the relevant legal procedures govern all Directors and employees at all times. All
requirements and follow our own values and company policies. codes and policies are reviewed from time to time where deem
necessary to ensure they remain relevant to current laws and
We are focused on our responsibilities to all our stakeholders regulations.
and strive to ensure the integrity of our operations while
creating long-term value. We respect social norms and interna-
tional guidelines and act with high ethical standards, transpar-
ency and accountability that is deeply rooted in the company All polices are relevant and reviewed from time
Updated on Target
culture. to time

Corporate Government Report 31.10.22 Achieved


Corporate Governance Terms of Reference of Remuneration
11.10.22 Achieved
Committee
We have established best practice internal mechanisms and Terms of Reference of Nomination Committee 11.10.22 Achieved
procedures to promote transparency and accountability Terms of Reference of ARMC 11.10.22 Achieved
throughout the value chain. The Board is guided by the Board
Charter (“the Charter”) based on elements of the Malaysian Board Charter 11.10.22 Achieved

Code of Corporate Governance (“MCCG”). The Charter acts as a


guide for the Directors regarding their roles and responsibilities
as Board members and the various legislations and regulations
enforced on the Board. The Charter also states the Group’s
support of gender diversity in the Boardroom. The Charter is
reviewed periodically to ensure the practices and processes are
consistent and relevant to prevailing codes, laws and corporate
governance regulations.

SUSTAINABILITY REPORT 2023 41


BUSINESS WITH INTEGRITY

Building a Responsible Supply Chain

The Group is committed in conducting all its business operations sustainably by applying the highest ethical
standards. Supply chain management is an enabler of our sustainable growth and overall success. The Group’s
supply chain is guided by the Group’s Supplier Code of Ethics on Business Integrity and Supplier Qualification
procedure to evaluate the capabilities of potential suppliers to ensure that all comply with the principles and
apply high standards to meet our requirements.

Supplier’s material selections, quality, labour practices and overall sustainable practices are considered along with formal certification
including:

ISO 9001: 2015 Quality Management System; and


ISO 14001:2015 Environmental Management System
Our primary engagement objective revolves around ensuring the sustainable supply of high-quality services and materials, a commit-
ment that underscores our dedication to excellence. To achieve this objective, we employ a diverse range of engagement channels.
Supplier evaluation and appraisal are key components of our approach, allowing us to maintain a rigorous standard for our partners.
Site visits provide firsthand insights into our suppliers' operations, fostering transparency and accountability. Regular business
meetings facilitate open communication, ensuring our objectives align with those of our partners. The corrective action report process
allows us to address issues promptly, fostering continuous improvement. Electronic mail keeps our channels of communication
efficient, while our Code of Ethics and Conduct serves as a foundational guideline for all our engagements.

Within the realm of sustainability, several critical matters take center stage in our discussions. Competitive pricing ensures our
services and materials remain accessible without compromising quality. We prioritize sustainable packaging materials to reduce
environmental impact. Sustainable supply chain management is integral to our long-term environmental responsibility and resilience.
Data privacy and security are paramount in today's digital age, and we uphold the highest standards in this regard. Incoming quality
inspection ensures that materials meet our stringent quality criteria before they become part of our supply chain. These sustainability
matters underscore our commitment to responsible business practices and the continuous enhancement of our services and materi-
als.

Our organization has set an objective to enhance customer satisfaction. We recognize the importance of fostering strong connections
with our customers, and to achieve this, we employ a diverse range of engagement channels. These include the utilization of customer
feedback forms, customer audits, and corrective action reports to continuously improve our products and services. Furthermore, we
promote transparency and trust through on-site factory visits, where customers can witness our manufacturing processes firsthand.
Regular business meetings provide a platform for open communication, while our electronic mall simplifies the ordering process.
Upholding a strong Code of Ethics and Conduct is fundamental in all our engagements.

In addition to customer-centric approaches, sustainability is a key focus area in our discussions. We prioritize consistent product
quality and rigorous quality control measures to minimize environmental impact and ensure long-term customer satisfaction. Our
support services contribute to the sustainable growth of our business and the broader community. Holding an ISO Certificate under-
lines our commitment to quality and environmental responsibility. Furthermore, we are dedicated to safeguarding customer data
privacy and security, aligning with evolving standards in this regard. These sustainability matters underscore our dedication to respon-
sible business practices and customer-centricity.

SUSTAINABILITY REPORT 2023 42


BUSINESS WITH INTEGRITY

Fair Trade Practice

Local procurement creates value for local communities. The Group strives to engage local suppliers in its
efforts to spur the growth of the local economy in the countries in which it operates. The Group prefers sourcing
local suppliers in the pursuit of excellence in accessibility, communication, logistics and timely response. The
Group continuously tracks its composition of local to overseas suppliers with the objective of sourcing more
local raw materials to support the local industries.

Number of Local & Foreign Suppliers Engaged Proportion of spending on local suppliers (%)

38.8
150 150 150
160 40 33.1
140 35
120 30
22.1
100 25
80 20
60 39 40 40 15
40 10
20 5
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023

Local Foreign Proportion of spending on local suppliers (%)

The Group also conducts periodical review of its packaging materials to continuously identify opportunities to reduce wastages and
costs by using flexi-bags within the shipping containers. This significantly reduces the need for metal drums and efforts are in place to
recycle flexi-bags to reduce waste generation.

Ethics & Integrity

Integrity is a fundamental business philosophy and deeply rooted in the corporate culture. The Group has adopted a zero-tolerance
approach and takes a strong stance against all forms of corruption and bribery throughout our value chain.

The Group is guided by a robust governance structure and upholds high standards of ethics and integrity in our business conduct. We
have also implemented an extensive array of policies, codes and procedures to ensure Techbond and those we engage with operate
ethically.

SUSTAINABILITY REPORT 2023 43


BUSINESS WITH INTEGRITY

Code of Conduct

Techbond recognises its responsibilities as a developer and


manufacturer of industrial adhesives and is committed to being a
responsible corporate citizen and that it must conduct its
business in accordance with internationally accepted practices
and procedures.

The core principles, which the board and senior management are The Group introduced the Anti-Bribery Management System
committed to uphold are encapsulated in the Company’s Corpo- Policy, which communicates its comprehensive stand on
rate Code of Conduct and Ethics Policy (the “Code”). The Code anti-corruption. The Anti-Bribery Management System Policy
applies to Techbond Group Berhad and each of its subsidiaries was established to set out relevant measures to prevent the
(collectively, the “Company”), its employees and officers. Failure occurrence of corruption and bribery.
to do so could result in disciplinary action which may include
termination. The ABMS policy outlines the Group’s expectations pertaining
to giving or receiving gifts or gratifications as defined by the
The Code reflects our core values and the principles of behaviour MACC Act 2009. The key areas encompassed by the policy are:
that supports the maintenance of the highest standards of
professional, legal and ethical conduct. These principles govern • Gifts, entertainment and hospitality;
our relationships with customers, suppliers, shareholders, • Travel;
competitors, the communities in which we operate and extends • Charitable donations and sponsorships; and
to all employees of the Company. The Company is also commit- • Dealings with public officials.
ted to create a workplace, at all its working locations, that, at all
times, is free from harassment and discrimination, where All Board members and employees have completed the
co-workers are respected, and provide an appropriate environ- Anti-Bribery Management System Policy conducted by
ment so as to encourage good performance and conduct. external trainer. Whereas, ABMS training is made compulsory
during the induction programme for new hires. For FY2023, all
The Company has adopted the following values: new hires attended an ABMS training during induction.

To act honestly, fairly and professionally in all business dealings. 100% of Techbond’s employees had completed an annual
To foster a culture of integrity. refresher training programme as well as an online declaration
To work together to promote a safe, ethical and professional and assessment to acknowledge that they are aware of, have
workplace. read, and are compliant with Techbond’s corporate policies
To comply with the laws, rules and regulations under which the and guidelines, including th ABMS Policy.
Company conducts its business.
To respect the local communities wherever the Company The Managing Director oversees our compliance with anti-cor-
operates. ruption policies and compliance. Every employee is responsi-
ble for preventing and reporting the instances of corruption,
Anti-Bribery Management System Policy bribery, suspicious activity or wrongdoing which may lead to
bribery using our whistleblowing channels. Employees found
1. Applies to TGB, its subsidiaries and all related companies. to have been involved in bribery are subject to disciplinary
2. Upholding all applicable Anti-Corruption Laws, regulations and action that can lead to instant dismissal.
guidelines.
3. Prohibits all corrupt acts including fraud and trading influences. The Group strives to build and strengthen its relationships with
4. Zero tolerances for all forms of bribery including kickbacks Business Associates. In ensuring that the Business Associate
and offering entertainment. adhere to industry best practices and accepted standards of
behaviour, Business Associates are required to understand
5. Upholds the highest standard of integrity in all business
and adopt the Anti Bribery Management System Policy.
transactions.
During the FY 2023, all employees were briefed on the MACC
Act and none of our employees were involved in any incidents
of corruption and bribery activities.

Material Matters 2022 Performance 2023 Performance

Percentage of operations assessed for corruption-related risks 100% 100%

SUSTAINABILITY REPORT 2023 44


BUSINESS WITH INTEGRITY

Whistle Blowing Policy Regulatory Compliance

The Group’s Whistle Blowing Policy provides a channel for We have established mechanisms to
individuals to report incidents of negligence and malpractice ensure the Group’s compliance with
committed by Directors, management and employees. applicable laws and regulations and to
account for any changes in the regulatory
Reports are kept anonymous and the whistle-blower is protect- landscape.
ed from threats of retaliation under the Whistle Blowing Policy
and procedures. Reports of incidents regarding illegal conduct Techbond enforces strict compliance throughout our opera-
are submitted to the Audit Committee Chairman, or Group tions by observing applicable regulatory and statutory laws of
Managing Director. the countries within which we operate. Techbond has imple-
mented various mechanisms across our markets to remain
This policy falls under the review of the Audit Committee and is up-to-date with the evolving regulatory requirements as a
reviewed for relevancy and effectiveness as and when required. multinational organisation.
Any changes to the policy are subject to the approval of the
Board. In FY2023, zero (0) cases were submitted at Techbond. We engage professionals to conduct internal audits to ensure
compliance with applicable laws and account for changes in
Further expanding our commitment to anti-bribery and regulatory requirements. Internal audit report summarises key
anti-corruption, our suppliers, contractors and service provid- findings and highlights areas of non-compliance or weakness.
ers are required to maintain a confidential platform that is
easily accessible for their workers to report any violations This system highlights the procedures for internal and external
against the Supplier Code of Conduct. Any reports submitted compliance audits of Techbond and relevant external third
are to be investigated by the said supplier, contractor or service parties in the event of a non-compliance incident.
provider and corrective action to be taken as appropriate.
Techbond experienced zero (0) incidences of reported
non-compliance for FY2023.

Material Matters Target 2022 Performance 2023 Performance

Zero confirmed cases of corruption


Ethics and Integrity within Techbond Achieved Achieved

Zero fines and penalties from the


Ethics and Integrity Achieved Achieved
authorities on unethical practices

Regulatory compliance Zero non-compliance of applicable Achieved Achieved


laws and relation year-on-year

Data Protection
Cybersecurity risks are a growing concern, particularly as the Covid-19 pandemic has seen a shift in operational dynamics
in the industry, prompting the acceleration of digital transformation. To prevent unauthorised disclosure of confidential
Company information, we have established an Information Security policy which clearly details Techbondians’ responsibili-
ties pertaining to the appropriate usage of our email system. Our employees are also subject to the Personal Data Protection
Act 2010 (”PDPA”), which requires them to treat the personal and confidential information of others in a responsible manner
at all times.

SUSTAINABILITY REPORT 2023 45


BUSINESS WITH INTEGRITY

Customer Privacy
We safeguard our customers' data and privacy from data breaches with established policies and procedures.

Techbond received (0) incidences of reported substantiated complaints concerning breaches of customer privacy and losses
of customer data for FY2023.

2022 2023
Material Matters Target
Performance Performance

Customer privacy and Zero non-compliance of breaches of customer


Achieved Achieved
losses of customer data privacy and losses of customer data

Cloud-Based System

To reduce losses and risk event with forward-looking risk visibility, Techbond has invested in cloud-based system for real time
connectivity of our operation to promote centralised management, more transparency and less complexity. We practice daily
backup to minimise any disruption to our operations in terms of cyber risk involving virus or ransomware.

2022 2023
Material Matters Target
Performance Performance
Zero cases of customer data mismanagement and
Data Protection Achieved Achieved
breaches year-on-year
Data Protection Zero cases of data loss Achieved Achieved

SUSTAINABILITY REPORT 2023 46


COMMUNITY CARE & ENGAGEMENT

COMMUNITY
CARE & ENGAGEMENT

Creating shared value for society


We are driven to empower and uplift the lives of the local communities
where we operate. We recognise the importance of building positive
relationships with our community and conducting our business opera-
tions in a manner that fully acknowledges and respects the rights of the
people impacted by our operations.

SUSTAINABILITY REPORT 2023 47


COMMUNITY CARE & ENGAGEMENT

Disaster Relief

We provide disaster relief and support to people in need


especially those living within the vicinity of our factory opera-
tions. In December 2021, continuous rainfall in the peninsular
that occurred over several days caused flooding which affect-
ed eight states in the country. Kuala Lumpur and Selangor were
badly affected especially the township of Taman Seri Muda
which is a neighbouring town to our headquarters in Shah
Alam.

During this time of need, financial relief and support were given
to our employees affected by the flood. Besides that, we also
provided aid and support to the local communities affected by
the flood by participating in the save and rescue mission.

Food from the Heart

We encourage volunteerism among our employees. During the


FY2022, our employees volunteered at the Kechara Food
Kitchen Centre in Kuala Lumpur in preparing hearty, hot meals
for the homeless, refugees and the less privileged communi-
ties. This is one of our acts of compassion and goodwill
motivated by our goal in uplifting the lives of our local commu-
nity.

Response to Covid-19

The Covid-19 pandemic has been unrelenting in its impact to the world. In the ongoing fight against Covid-19, Techbond provided
support to our employees by donating a total of 75,000 unit of face masks and 2,022 Covid Test Kits to all our employees.

SUSTAINABILITY REPORT 2023 48


OUR PERFORMANCE DATA

OUR PERFORMANCE

DATA ENVIRONMENTAL
PERFORMANCE

Total Energy Consumption

LPG Consump�on (kg) LPG Consump�on per unit


Produced (kg/unit)
70,000 61,393
0.027 0.027
60,000 0.030
46,695 47,116 0.024
45,176 0.021
50,000 0.025

40,000 0.020

30,000 0.015

20,000 0.010

10,000 0.005

- 0.000
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023

Electricity Consump�on (kWh) Electricity Consump�on per unit Produced


(kWh/kg)
936,445
1,000,000
839,120
900,000 0.128 0.124 0.128
757,990 0.140
800,000 656,720
0.120
700,000 0.091
600,000 0.100
500,000 0.080
400,000 0.060
300,000
0.040
200,000
100,000 0.020
- 0.000
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023

Diesel Consump�on (litre) Solar Power Sytem Energy Cost Saving


(kWh)
35,000 59,331
29,926 30,431 55,124
27,475 60,000 51,726 52,535
30,000
24,349
50,000 43,978
25,000 39,328
40,000
20,000
30,000
15,000

10,000 20,000

5,000 10,000

- -
FY2020 FY2021 FY2022 FY2023 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23

SUSTAINABILITY REPORT 2023 49


OUR PERFORMANCE DATA

ENVIRONMENTAL
PERFORMANCE

Water & Effluents

Water Consump�on per unit Produced Water Waste Treatment (m3)


(m3/unit)
120 102
0.00113
0.00120 100
0.00095
0.00100 0.00079 71 68
0.00076 80
0.00080 55
60 49
0.00060 36
40 22
0.00040 20

0.00020 20

0.00000 0
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023

Water Consump�on per unit Produced (m3/unit) Waste Water Treated Outgoing Discharge

Waste Management

Waste Management (kg) Scheduled Waste per unit Produced


(kg/unit)
45,000 38,836 40,561
0.0050
40,000
32,373 33,031 32,341 0.0045
35,000 0.005
30,000 26,362 25,862
0.0045
21,892 0.0037
25,000 0.004 0.0034
20,000
0.0035
15,000 8,220
6,540 5,805 0.003
10,000 4,470
5,000 0.0025
- 0.002
FY2020 FY2021 FY2022 FY2023 0.0015
0.001
Waste Disposed as Scheduled Waste
0.0005
Waste Disposed for Recycling Purpose 0
Total FY2020 FY2021 FY2022 FY2023

SUSTAINABILITY REPORT 2023 50


OUR PERFORMANCE DATA

ENVIRONMENTAL
PERFORMANCE

Emissions Management
Scope 1 Emissions

Scope 1 Carbon Emissions (kg of CO2e)


177,706
180,000
160,000 135,163 136,381 130,766
140,000
120,000
100,000 80,097 81,449
73,537
80,000 65,171
60,000
40,000
20,000
-
FY2020 FY2021 FY2022 FY2023

LPG Diesel

Emissions Management
Scope 2 Emissions

Scope 2 Carbon Emissions (kg of CO2e) Carbon Emission Intensity CO2e/kg Adhesive
598,388 Produced (kg of CO2e)
600,000 536,198
484,356 0.115 0.113
500,000 0.120 0.108
419,644
0.094
0.100
400,000

0.080
300,000
0.060
200,000
0.040

100,000
0.020

-
0.000
FY2020 FY2021 FY2022 FY2023
FY2020 FY2021 FY2022 FY2023

SUSTAINABILITY REPORT 2023 51


OUR PERFORMANCE DATA

SOCIAL
PERFORMANCE

Employee Demographics

Age Group (%) Gender (%) Ethnicity (%)


11.58

45.26 24.21 27.37

43.16 75.79 72.63

<30 30-50 >50 Male Female Local Foreign

Percentage of employees by gender for each employee category is tabulated below:

Employee Category Gender No. of Employees %


Male 3 75
Senior Management
Female 1 25
Male 6 67
Middle Management
Female 3 33
Male 23 56
Executive
Female 18 44
Male 40 98
Non-Executive
Female 1 2

Percentage of employees by age group for each employee category is tabulated below:

Employee Category Age Group No. of Employees %


< 30 0 0
Senior Management 30-50 2 50
> 50 2 50
< 30 1 11
Middle Management 30-50 7 78
> 50 1 11
< 30 18 44
Executive 30-50 17 41
> 50 6 15
< 30 24 59
Non-Executive 30-50 15 37
> 50 2 4

SUSTAINABILITY REPORT 2023 52


OUR PERFORMANCE DATA

SOCIAL
PERFORMANCE

Percentage of Directors by gender & age group:

Board Diversity Category %

Male 67
Gender
Female 33
< 30 0
Age 30-50 33
> 50 67

There are no contractors or temporary employees employed within the Group, all employees are employed under the Group.

Board Level Manager & Above Overall Organisation


Women Representation Pax % Pax % Pax %
2 33.0% 3 33.3% 21 26.3%

New hire by gender (%) New hire by age group (%)


0%

20% 30%

70%
80%

Male Female Below 30 years 30 to 50 years Above 50 years

Turn over by gender (%) Turnover by age group (%)

8%
39%
38% 54%
61%

Male Female Below 30 years 30 to 50 years Above 50 years

SUSTAINABILITY REPORT 2023 53


OUR PERFORMANCE DATA

SOCIAL
PERFORMANCE

Total Number of Employee Turnover by Employee Category

Senior Middle
Executive Non-Executive
Total number of employee Management Management
turnover by employee category
0 1 8 6

Learning & Development

Total Training Hours - By Gender Average Training Hours - By Gender


77
3500 3032 80
3000 70
60 51
2500
1858 50
2000
40 28
1500 1174 26
787 30 20
681 16
1000 512 20 12 13
431
275 251 7
500 10
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023

Total Training Hours - By Gender Male Female Average Training Hours - By Gender Male Female

Total Training Hours by Employee Category Average Training Hours by Employee Category

3500 3032 300


252
3000 250
2500
200
2000 1261
150 118
897.25 100
1500
787.75 473.75 78
347.25 681 355 100 62
1000
211.5 115.5 400 30 30 36
119.5 109.5 50 12 6 14 10 24
500 144.5 66 2 10
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023

Total Training Hours By Employee Category Senior Management Average Training Hours - By Employee Category Senior Management
Middle Management Execu�ve Middle Management Execu�ve
Non-Execu�ve Non-Execu�ve

SUSTAINABILITY REPORT 2023 54


OUR PERFORMANCE DATA

SOCIAL
PERFORMANCE

Occupational Safety & Health

250
209

200

150
89
100 63 60

50
0 0 0 0 1 0 0 0
0
FY2021 FY2022 FY2023

Recordable Fatalities Recordable Injuries Rate


Lost Workday Injury Rate Trained on Health & Safety Standards

Number of Local & Foreign Suppliers Engaged Our proportion of spending on local suppliers (%)

150 150 150 38.8


160 40 33.1
140 35
120 30
22.1
100 25
80 20
60 39 40 40 15
40 10
20 5
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023

Local Foreign Proportion of spending on local suppliers (%)

SUSTAINABILITY REPORT 2023 55


OUR PERFORMANCE DATA

SOCIAL
PERFORMANCE

Anti Bribery Management System Policy

Material Matters 2022 Performance 2023 Performance

Percentage of operations assessed for corruption-related risks 100% 100%

Regulatory Compliance

Material Matters Target 2022 Performance 2023 Performance

Zero confirmed cases of corruption


Ethics and Integrity within Techbond Achieved Achieved

Zero fines and penalties from the


Ethics and Integrity Achieved Achieved
authorities on unethical practices

Regulatory compliance Zero non -compliance of applicable Achieved Achieved


laws and relation year -on year

Customer Privacy

2022 2023
Material Matters Target
Performance Performance

Customer privacy and Zero non-compliance of breaches of customer


Achieved Achieved
losses of customer data privacy and losses of customer data

Cloud-Based System

2022 2023
Material Matters Target
Performance Performance
Zero cases of customer data mismanagement and
Data Protection Achieved Achieved
breaches year-on-year
Data Protection Zero cases of data loss Achieved Achieved

SUSTAINABILITY REPORT 2023 56


GRI CONTENT INDEX

GRI
CONTENT INDEX

Sub- Page
Content References
disclosure Number

GRI 1: 2021

GRI 2: General Disclosures 2021

p/g 5 Techbond Group At A Glance


2-1 Organisational details
p/g 6 About Techbond - Who We Are & What We Do
Entities included in the organisation’s
2-2 p/g 1 About This Report – Reporting Scope & Boundary
sustainability reporting

2-3 Reporting period, frequency and contact point p/g 1 About This Report – Reporting Period & Feedback

2-5 External assurance p/g 1 About This Report – Statement of Assurance

2-7 Employees p/g 30 Empowering our Workforce

2-8 Workers who are not employees p/g 30&31 Employee Demographics

Unwavering Leadership Commitment –


2-9 Governance structure and composition p/g 8
Sustainability Governance Structure
Unwavering Leadership Commitment –
2-11 Chair of the highest governance body p/g 8
Sustainability Governance Structure
Role of the highest governance body in Unwavering Leadership Commitment –
2-12 p/g 8
overseeing the management of impacts Sustainability Governance Structure

2-27 Compliance with laws and regulations p/g 41 - 46 Business with Integrity

2-29 Approach to stakeholder engagement p/g 10 - 11 Material Sustainability Matters

GRI 3: Material Topics 2021


Material Sustainability Matters – Identifying our
3-1 Process to determine material topics p/g 10
Material Sustainability Matters
3-2 List of material topics p/g 12 Our Sustainability Matters

3-3 Management of material topics p/g 12 Our Sustainability Matters

GRI 204: Procurement Practices

204-1 Proportion of spending on local suppliers p/g 42 Building a Responsible Supply Chain
GRI 205: Anti-Corruption 2016
Operations assessed for risks related to
205-1 p/g 44 Anti-Bribery Management System Policy
corruption
Communication and training about anti-
205-2 p/g 44 Anti-Bribery Management System Policy
corruption policies and procedures
Confirmed incidents of corruption and actions
205-3 p/g 44 Anti-Bribery Management System Policy
taken

SUSTAINABILITY REPORT 2023 57


GRI CONTENT INDEX

Sub- Page
Content References
disclosure Number

GRI 302: Energy 2016

302-1 Energy consumption within the organisation p/g 17-18 Energy Management

302-4 Reduction of energy consumption p/g 19 Renewable Energy Usage

GRI 303: Water and Effluents 2018

303-1 Interactions with water as a shared resource p/g 20 Water & Effluents – Sustainable Water Usage
Management of water discharge-related
303-2 p/g 21 Waste Water Management
impacts
303-3 Water withdrawal p/g 20 Responsible Wastewater Treatment

303-4 Water discharge p/g 20 Responsible Wastewater Treatment

303-5 Water consumption p/g 20 Water & Effluents – Sustainable Water Usage

GRI 305: Emissions 2016

Emissions Management – Tracking our Carbon


305-1 Direct (Scope 1) GHG emissions p/g 23 -24
Footprint
Emissions Management – Tracking our Carbon
305-2 Energy indirect (Scope 2) GHG emissions p/g 23 -24
Footprint
Emissions Management – Tracking our Carbon
305-4 GHG emissions intensity p/g 23 -24
Footprint

GRI 306: Waste 2020


Waste generation and significant waste-
306-1 p/g 21 Waste Management
related impacts
Management of significant waste-related
306-2 p/g 21 Waste Management
impacts
306-3 Waste generated p/g 21 Waste Management

306-4 Waste diverted from disposal p/g 21 Waste Management

306-5 Waste directed to disposal p/g 21 Waste Management

GRI 401: Employment 2016

401-1 New employee hires and employee turnover p/g 32 Talent Acquisition

Benefits provided to full-time employees that


401-2 are not provided to temporary or part-time p/g 34 Employment Salary & Benefits
employees

GRI 403: Occupational Health and Safety 2018

Occupational health and safety management


403-1 p/g 37 Occupational Safety & Health
system
Hazard identification, risk assessment, and
403-2 p/g 37 Occupational Safety & Health
incident investigation
Worker training on occupational health and
403-5 p/g 37 Occupational Safety & Health
safety

SUSTAINABILITY REPORT 2023 58


GRI CONTENT INDEX

Sub- Page
Content References
disclosure Number
p/g 35 COVID-19 Management
403-6 Promotion of worker health p/g 36 Employee Welfare
p/g 39 Safety & Health Initiatives
Workers covered by an occupational health
403-8 p/g 39 Safety & Health Initiatives
and safety management system

403-9 Work-related injuries p/g 37 Occupational Safety & Health

GRI 404: Training and Education 2016

Average hours of training per year per


404-1 p/g 33 Human Capital Development
employee

GRI 405: Diversity and Equal Opportunity 2016

Diversity of governance bodies and


405-1 p/g 30 Empowering our Workforce – Workforce Diversity
employees

GRI 413: Local Communities 2016

Operations with local community


413-1 engagement, impact assessments, and p/g 47-48 Community Care & Engagement
development programs
Operations with significant actual and
413-2 potential negative impacts on local p/g 47-48 Community Care & Engagement
communities

GRI 418: Customer Privacy 2016

Substantiated complaints concerning


418-1 breaches of customer privacy and losses of p/g 46 Customer Privacy
customer data

SUSTAINABILITY REPORT 2023 59


YOUR TECHNICAL BONDING PARTNER

CONNECT WITH US

www.techbond.com.my

T ECHBOND G R O U P B E R H A D
No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota Kemuning,
40460 Shah Alam, Selangor Darul Ehsan,Malaysia
Tel: +603-5122 3333 | Fax: +606-5122 3888
Email: adhesive@techbond.com.my

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