TT International 2010 Annual Report

494.2 213.
Corporate Information
Board of Directors : Sng Sze Hiang Tong Jia Pi Julia Yap Hock Soon Raymond Koh Bock Swi Ng Leok Cheng Yo Nagasue Raymond Koh Bock Swi (Chairman) Ng Leok Cheng Yo Nagasue Yo Nagasue (Chairman) Ng Leok Cheng Raymond Koh Bock Swi Tong Jia Pi Julia Ng Leok Cheng (Chairman) Raymond Koh Bock Swi Yo Nagasue Tong Jia Pi Julia Sng Sze Hiang (Chairman) Tong Jia Pi Julia Yap Hock Soon Koh Sock Tin, CPA M&C Services Private Limited 138 Robinson Road #17-00 The Corporate Office Singapore 068906 47 Sungei Kadut Avenue Singapore 729670 Tel.: 6793 0110 Fax: 6668 0797 KPMG LLP Certified Public Accountants 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581 Partner-in-charge (commencing FYE 31 March 2010): Jeremy Hoon Chairman and CEO Executive Director Executive Director Independent Director Independent Director Independent Director
Audit Committee
Nominating Committee
Remuneration Committee
Executive Committee
Company Secretary Registrars and Transfer Office
: :
Registered Office
Auditors
TT International Limited 2010 Annual Report
Corporate Governance Report

TT International Limited (the Company) is committed to ensure that the highest standards of corporate governance are practiced throughout the Company and its subsidiaries, as a fundamental part of its responsibilities to protect and enhance shareholder value. In compliance with the Listing Manual of the Singapore Exchange Securities Trading Limited (SGX-ST), the following report describes the Companys corporate governance practices with specific reference to the revised Code of Corporate Governance, which was issued in July 2005 (the 2005 Code). The Board will review these practices from time to time to ensure that they address the specific needs of business demands and circumstances and evolving corporate governance issues. Each section of the Code is classified into Principles and Guidance Notes. The Company recognises and supports the Principles and the spirit of the Code. The Guidance Notes will serve to guide the Company in this aspect and the Company is committed in complying with the substance and spirit of the Principles of the Code.
Boards Conduct of its Affairs

Principle 1: Effective Board to lead and control the Company The Boards primary role is to protect and enhance long-term shareholder value. It sets the corporate strategy and directions of the Group and ensures effective management leadership and proper conduct of the Groups business by supervising the executive management. The Board has established a number of committees to assist in the execution of the Boards responsibilities. These committees include an Audit Committee (AC), an Executive Committee, a Nominating Committee (NC) and a Remuneration Committee (RC). Matters which require the approval of the Board for decision include corporate strategy, periodic results announcements, audited financial statements, proposal of final dividends and authorisation of major and interested person transactions. Other matters are delegated by the Board to committees which the Board monitors. The Board has adopted a set of internal controls which sets out approval limits for capital expenditures, investments and divestments and bank borrowings at Board level. To ensure efficient and effective running of the business, approval sub-limits are set for the Executive Committee which comprises the executive directors of the Company. The Board conducts regular scheduled meetings. When circumstances require, ad-hoc meetings are arranged or exchange of views are held outside the formal environment of Board meetings. Board meetings are conducted in Singapore and tele-conferencing is used when necessary. The Directors attendance at Board and Board Committee meetings held for the year ended 31 March 2010 are disclosed below. Nomination Committee Meeting 1 1 1 1 1 Remuneration Committee Meeting 1 1 1 1 1
Name of Director Sng Sze Hiang Tong Jia Pi Julia Raymond Koh Bock Swi Ng Leok Cheng Yo Nagasue Yap Hock Soon No. of meetings held
Board Meetings 3 3 3 3 2 3 3
Audit Committee Meetings 3 3 2 3
To ensure that the directors keep pace with regulatory changes that have important bearing on the Companys or directors disclosure obligations, the directors are briefed on such changes during Board meetings or specially-convened sessions by professionals. All directors are also updated regularly concerning any changes in the Company s major policies. The non-executive directors are also welcome to request further explanations, briefings or informal discussions on any aspect of the Companys operations or business issues from the management. The executive directors will make the necessary arrangements for the briefings, informal discussions or explanations required. Newlyappointed directors are briefed by management on the business activities of the Group and its strategic directions. All directors are also provided with relevant information on the Companys policies and procedures relating to governance issues including disclosure of interests in securities, prohibitions on dealings in the Companys securities and restrictions on disclosure of price sensitive information.
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Board Composition and Balance
Principle 2: Strong and independent element on the Board The Board consists of three non-executive independent directors and three executive directors. The independence of each director is reviewed annually by the NC. The NC adopts the Codes definition of what constitutes an independent director in its review. As a result of the NCs review of the independence of each director, the NC is of the view that the non-executive directors of the Company are independent directors and further, no individual or small group of individuals dominate the Boards decision making process. The Board reviews the size of the Board on an annual basis, and considers the present Board size as appropriate for the current scope and nature of the Groups operations. The NC is of the view that the current Board comprises persons who as a group, provide core competencies necessary to meet the Groups targets. The NC is also of the view that the current board size of six directors is appropriate, taking into account the nature and scope of the Groups operations. Key information regarding the directors and key management personnel of the Group is set out in the section Profile of Directors and Key Management Personnel on pages 17 to 18.
Role of Chairman and Chief Executive Officer

Principle 3: Clear division of responsibilities at the Board level to ensure a balance of power and authority Mr. Sng Sze Hiang serves as both the Companys Chairman and Chief Executive Officer (CEO). As the independent directors formed half of the composition of the Board, the Company believes that there is a good balance of power and authority within the Board and no individual or small group can dominate the Boards decision-making process. In addition, the independent directors have demonstrated their commitment in their role and are expected to act in good faith and in the interest of the Company. In addition, the AC, NC and RC are chaired by independent directors. The Chairman and CEO, being the most senior executive in the Company, bears executive responsibility for the Companys business, and for the workings of the Board. The Chairman and CEO ensures that Board meetings are held when necessary and sets the Board meeting agenda in consultation with the directors. The Chairman and CEO reviews Board papers before they are presented to the Board and ensures that Board members are provided with accurate, timely and clear information. As a general rule, Board papers are sent to directors in advance in order for directors to be adequately prepared for the meeting. Management staff who have prepared the papers, or who can provide additional insight into the matters to be discussed, are invited to present the paper or attend at the relevant time during the Board meeting. The Chairman and CEO monitors communications and relations between the Company and its shareholders, between the Board and Management, and between independent and non-independent directors, with a view to encourage constructive relations and dialogue amongst them. The Chairman and CEO works to facilitate the effective contribution of non-executive directors. He is also responsible for ensuring compliance with the Companys guidelines on corporate governance.
Board Membership
Principle 4: Formal and transparent process for appointment of new Directors The NC is set up to assist the Board on all Board appointments and re-appointments and to assess the effectiveness of the Board as a whole and the contribution of each director. The Chairman of the NC, Mr. Yo Nagasue, is an independent director. There are three other members in the NC: Mr. Raymond Koh Bock Swi, Independent Director Mr. Ng Leok Cheng, Independent Director Ms. Tong Jia Pi Julia, Executive Director
The main terms of reference of the NC are: 1) make recommendations to the Board on new appointments to the Board;
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2) make recommendations to the Board on the re-nomination of retiring directors standing for re-election at the Companys annual general meeting, having regard to the directors contribution and performance; determine annually whether or not a director is independent; review the size and composition of the Board with the objective of achieving a balanced Board in terms of the mix of experience and expertise; formulate and implement a succession plan for directors and senior management; decide on how the Boards performance may be evaluated and recommend objective performance criteria to the Board; and assess the effectiveness of the Board as a whole and the contribution by each individual director to the effectiveness of the Board.
3) 4)
5) 6) 7)
Board Performance
Principle 5: Formal assessment of the effectiveness of the Board as a whole and performance of individual directors The NC is delegated with the responsibilities of assessing the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board, with inputs from the Chairman and CEO. On an annual basis, the NC will assess each directors contribution to the Board. The assessment parameters include attendance record at meetings of the Board and Board committees, intensity and quality of participation at meetings and special contributions. Objective performance criteria used to assess the performance of the Board include both quantitative and qualitative criteria, such as revenue and profit growth, return on equity, the success of the strategic and long-term objectives set by the Board, and the effectiveness of the Board in monitoring managements performance against the goals that have been set by the Board. The NC is also responsible for determining annually, the independence of directors. In doing so, the NC takes into account the circumstances set forth in Guideline 2.1 of the 2005 Code and any other salient factors. Following its annual review, the NC has endorsed the following independence status of the directors: Sng Sze Hiang (Non-independent) Tong Jia Pi Julia (Non-independent) Raymond Koh Bock Swi (Independent) Ng Leok Cheng (Independent) Yo Nagasue (Independent) Yap Hock Soon (Non-independent)
Access to Information
Principle 6: Board members to have complete, adequate and timely information To assist the Board in the discharge of its duties, the management provides the Board with periodic accounts of the Company and the Groups financial performance and position. The directors receive Board papers in advance of Board and Committee meetings and have separate and independent access to the Companys senior management and company secretary. There is a procedure whereby any director may in the execution of his duties, take independent professional advice. The company secretary attends all Board meetings and is responsible to ensure that Board procedures are followed. It is the company secretarys responsibility to ensure that the Company complies with the requirements of the Companies Act. Together with the other management staff, the company secretary is responsible for compliance with all other rules and regulations which are applicable to the Company.
Remuneration Committee Procedures for Developing Remuneration Policies

Principle 7: Formal and transparent procedure for fixing the remuneration packages of directors.
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Level and Mix of Remuneration
Principle 8: Remuneration of directors should be adequate but not excessive.
Disclosure on Remuneration
Principle 9: Disclosure on remuneration policy, level and mix of remuneration, and the procedure for setting remuneration. The RC is chaired by Mr. Ng Leok Cheng, an independent director. There are three other members in the RC: Mr. Raymond Koh Bock Swi, Independent Director Mr. Yo Nagasue, Independent Director Ms. Tong Jia Pi Julia, Executive Director
Out of four members of the RC, three of them are non-executive independent directors and they as well as the Board of Directors are of the view that Ms. Tong Jia Pi Julia, an executive director should remain a member of the RC as her valued contribution is important to the RCs decision making process. The main terms of reference of the RC are: 1) make recommendations to the Board on the framework of remuneration for the directors and senior management of the Company and its subsidiaries; make recommendations to the Board on specific remuneration packages for each executive director and CEO (or executive of equivalent rank) of the Company and its subsidiaries; review all benefits and long-term incentive schemes (including share schemes) and compensation packages for the directors and senior management of the Company and its subsidiaries; review service contracts for the directors and senior management of the Company and its subsidiaries; administer the Employees Share Option Scheme (ESOS) and Performance Share Plan (Share Plan) adopted by the Company; and review remuneration packages of group employees who are immediate family members (spouse, child, adopted child, step-child, sibling and parent) of any of the directors or substantial shareholders of the Company;
2)
3)
4) 5)
6)
The Groups remuneration policy is to provide competitive remuneration packages at market rates which reward outstanding performance and attract, retain and motivate Directors and staff. The executive directors remuneration packages include a variable bonus element which is performance-related. The RC determines the remuneration of Executive directors based on the performance of the Group and the individual. Non-executive directors are paid Directors fees, subject to approval at the Annual General Meeting. Executive directors do not receive directors fees. The remuneration of the directors of the Company for the year ended 31 March 2010 is as follows: Fees (%) 100.0 100.0 100.0 Salary (%) 77.9 78.9 90.5 Bonus (%) 19.1 19.2 7.4 Others (%) 3.0 1.9 2.1
Name Sng Sze Hiang Tong Jia Pi Julia Raymond Koh Bock Swi Ng Leok Cheng Yo Nagasue Yap Hock Soon
Band S$500,000 to S$1,000,000 S$500,000 to S$1,000,000 Below S$250,000 Below S$250,000 Below S$250,000 Below S$250,000
The Group adopts a remuneration policy for staff comprising a fixed component and a variable component. The fixed component is in the form of a base salary. The variable component is in the form of a variable bonus that is linked to the performance of the individual companies in the Group and of the individual staff. Staff appraisals are conducted at least once a year.
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To align the interests of staff with that of the shareholders, the Company has also implemented the TT International Employees Share Option Scheme and Performance Share Plan as another element of the variable component of the staff remuneration. The Company will seek the approval of independent shareholders prior to any granting of options and/or shares to the controlling shareholders of the Company. To date, the Company has not granted any options to directors, staff and the controlling shareholders. The Company is of the view that disclosure of the remuneration of key management staff who are not directors, will be detrimental to the Groups interest because of the very competitive nature of the industry the Group operates in. Other than the Companys executive director, Mr Yap Hock Soon who is the brother-in-law of the Chairman and CEO, there are no other family members that are holding managerial position in the Group.
Accountability and Audit

Principle 10: The Board is accountable to the shareholders while the management is accountable to the Board. The Board believes in conducting itself in ways that deliver the maximum sustainable value to the shareholders. In presenting the financial statements and periodic results announcements to the shareholders, it is the Boards aim to provide a balanced and comprehensive assessment of the Groups performance and prospects. The management provides the Board with periodic accounts of the Company and the Groups performance and position.
Audit Committee
Principle 11: Establishment of an Audit Committee with written terms of reference The AC comprises three members, all of whom are independent directors. The chairman of the AC is Mr. Raymond Koh Bock Swi and the other members of the AC are: Mr. Ng Leok Cheng Mr. Yo Nagasue
The members of the AC have many years of experience in business management and finance. The Board considers that the members of the AC have sufficient financial management expertise and experience to discharge the ACs responsibilities. The main terms of reference of the AC are: 1) 2) 3) 4) 5) review the periodic results announcements and annual financial statements and submit to the Board for approval; recommend to the Board the appointment and re-appointment of auditors and their fees for shareholders approval; review with the external auditors the adequacy of internal control systems; review the audit plans and findings of the external auditors; and review transactions falling within the scope of the Listing Manual, in particular, matters pertaining to interested person transactions and acquisitions and realisations.
The AC: has full access to and co-operation from management as well as full discretion to invite any director or personnel to attend its meetings; has been given reasonable resources to enable it to complete its functions properly; and has reviewed findings and evaluation of the system of internal controls with external auditors.
The AC met a total of 3 times during the year ended 31 March 2010. The Executive Directors, Company Secretary and the external auditors normally attend the meetings. The AC, having reviewed the volume of non-audit services to the Group by the external auditors, and being satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors, has recommended their re-nomination. The AC reviews the independence of the external auditors annually.
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Internal Controls
Principle 12: Sound system of internal controls The Board is responsible for ascertaining that management maintains a sound system of internal controls to safeguard the shareholders investments and the Groups assets. The Board believes that the system of internal controls that has been maintained by management throughout the financial year is adequate to meet the needs of the Group in its current business environment. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. It can only provide reasonable and not absolute assurance against material misstatement or loss. During the year, the AC, on behalf of the Board, has reviewed the effectiveness of the Groups material internal controls. The processes used by the AC to review the effectiveness of the system of internal control and risk management include: discussions with management on risks identified by management; the audit process; the review of external audit plans; and the review of significant issues arising from external audits.
The AC takes into consideration any comments the external Auditors, KPMG LLP, may have on the effectiveness of the internal control system arising from their annual audit of financial statements.
Internal Audit
Principle 13: Independent internal audit function Currently, the Group does not have a separate department dedicated to carry out internal audit function. Its Corporate Control Department comprising several staff performs continuous monitoring and review to ensure compliance with the Groups policies, internal controls and procedures designed to manage risks and safeguard the business and assets of the Group. The reports arising from such reviews are reviewed by management and appropriate measures are implemented on which the AC is kept apprised of. The Board is of the opinion that the continuous monitoring and review by the Corporate Control staff is sufficient for the current needs of the Group. The Board will review the need for a separate internal audit department on an on-going basis, taking into account any changing circumstances.
Communication with Shareholders

Principle 14: Regular, effective and fair communication with shareholders.
Greater Shareholder Participation

Principle 15: Greater shareholder participation at annual general meetings The Company believes in regular and timely communication with shareholders and it is the Boards policy to inform all shareholders on all major developments that have an impact on the Group. The Groups quarterly results are published through the SGXNET, news releases and the Companys website and Shareinvestor.com investor relations website. All information on the Companys new initiatives are disseminated via SGXNET and/ or by a news release. Price sensitive information is first publicly released, either before the Company meets with any group of investors or analysts or simultaneously with such meetings. Results are announced and annual reports are issued within the mandatory period and are available on the Companys website, except where extensions have been granted by the relevant authorities. All shareholders of the Company receive the annual report and notice of general meetings. The notice is also advertised in newspapers and made available on the SGXNET. The Board regards the annual general meeting as an opportunity to communicate directly with shareholders and encourages participative dialogue. The members of the Board will attend the annual general meeting and are available to answer questions from shareholders present. Key management personnel and external auditors are also present to assist directors in addressing relevant queries by shareholders.
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Dealings in Securities
The Group has adopted an internal code to provide guidance to its directors and officers in relation to the dealings in the Companys securities. A system of reporting of security dealing to the company secretary by directors has been established to effectively monitor the dealings of these parties in the securities of the Company. In addition, a circular is issued before the start of each period to remind officers to refrain from dealing in the Companys securities during the period of two weeks prior to the release of the quarterly, or one month prior to the release of the year-end announcements of the Groups financial results.
Material Contracts
Save for the service agreements between the Executive Directors and the Company, there were no material contracts entered into by the Company and its subsidiaries involving the interest of the CEO, directors or controlling shareholders of the Company for the financial year ended 31 March 2010.
Interested Person Transactions

There were no interested person transactions with a value exceeding $100,000 entered into by the Company and its subsidiaries for the financial year ended 31 March 2010.
Risk Management
The Group is continually reviewing and improving the business and operational activities to take into account the risk management perspective. This includes reviewing management and manpower resources, updating work flows, process and procedures to meet the current and future market conditions. The Group has also considered the various financial risk, details of which are found on page 76 to 78 of the Annual Report.
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Profile Of Directors / Key Management Personnel

DIRECTORS
SNG SZE HIANG Chairman and CEO Mr Sng is the Chairman, CEO and Founder of the Company. He is the Chairman of the Executive Committee and is responsible for the formulation of business policies, setting the directions and strategies of the Group as well as managing our overall business. He has over 25 years of experience in trading electrical and electronics products with emerging markets. Mr Sng holds a Certificate in Marine Communications from the Singapore Polytechnic. TONG JIA PI JULIA Executive Director Ms Tong is an Executive Director and co-founder of the Company. Ms Tong is a member of the Executive, Nominating and Remuneration Committees and has over 25 years trading experience in a wide range of consumer products in emerging markets. She is responsible for the administrative functions of the Group and in ensuring the efficiency of the Groups operations as well as corporate planning and implementation of business strategies. In addition, she is also involved in new business development. Ms Tong holds a Bachelor of Arts from the Institute of Education in Yangon, Myanmar. YAP HOCK SOON Executive Director Mr Yap was appointed as an Executive Director in December 2002 and is a member of the Executive Committee. He has over 20 years of experience in logistics management in the manufacturing and trading industry. He has been with the Group for more than 15 years. Prior to joining the Company, he was the Regional Project Manager for MHE Demag. Mr Yap holds a Masters of Science (Engineering) from University of Newcastle upon Tyne, United Kingdom.
PROFILE OF INDEPENDENT DIRECTORS

KOH BOCK SWI, RAYMOND Independent Director Mr Koh was appointed as an Independent Director in May 2000. He is the Chairman of the Audit Committee and is a member of both the Nominating and Remuneration Committees. Mr Koh has over 30 years of experience in banking and has retired in March 2008. Mr Koh graduated from the University of Singapore with a Bachelor of Business Administration. NG LEOK CHENG Independent Director Mr Ng was appointed as an Independent Director in May 2000. He is the Chairman of the Remuneration Committee and is a member of the Audit and Nominating Committees. Mr Ng is currently the Managing Director of Datapulse Technology Limited. Mr Ng holds an Honours degree in Business Administration from National University of Singapore. YO NAGASUE Independent Director Mr Nagasue was appointed as an Independent Director in October 2002. He is the Chairman of the Nominating Committee and is a member of the Audit and Remuneration Committees. Mr Nagasue served with TDK Japan and TDK Australia for more than 20 years and his last appointment held was Managing Director in TDK (Australia) Pty Ltd. Mr Nagasue holds a Bachelor of Economics from Gakushuin University, Tokyo, Japan.
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Profile Of Directors / Key Management Personnel

KEY MANAGEMENT PERSONNEL
GOH CHONG THENG Finance Director / CFO Mr Goh was appointed as Finance Director / Chief Financial Officer of the Company in June 2010 and is a member of the Executive Committee. He is responsible for the accounts, finance and control functions with special focus on fund raising exercises for the Group. He has more than 30 years of experience as a senior corporate / investment banker for some of the large international banks operating in Singapore and the region. In the last four years prior to joining the Company, he had CEO responsibility for the business and support functions of Rabobank, Singapore Branch and SEA regional offices. Mr Goh holds a Masters of Business Administration from McGill University in Montreal, Canada.
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Directors Report
We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial year ended 31 March 2010. The directors wish to refer members to the Statement by Directors and note 2 to the financial statements.
Directors
The directors in office at the date of this report are as follows: Sng Sze Hiang Tong Jia Pi Julia Raymond Koh Bock Swi Ng Leok Cheng Yo Nagasue Yap Hock Soon
Directors interests
According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the Act), particulars of interests of directors who held office at the end of the financial year in shares in the Company and in related corporations, other than wholly owned subsidiaries, are as follows: Shareholdings in which the director has a direct interest At beginning At end As at of the year of the year 21 April 2010 Name of director and corporation in which interests are held The Company Ordinary shares Sng Sze Hiang^@ Tong Jia Pi Julia^# Raymond Koh Bock Swi Ng Leok Cheng Yap Hock Soon*>
@ # *
255,963,583 170,068,245 195,000 195,000 1,628,000 131,000,000 39,156,000 688,000
255,963,583 100,454,245 195,000 195,000 1,628,000 131,000,000 688,000
255,963,583 100,454,245 195,000 195,000 1,628,000 131,000,000 688,000
Include shares held in the name of Sng Sze Hiangs nominee Include shares held in the name of Tong Jia Pi Julias nominee Include shares held in the name of Yap Hock Soons wife Tong Jia Pi Julia is the wife of Sng Sze Hiang. Yap Hock Soon is the brother-in-law of Sng Sze Hiang.
^ >
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Directors Report
Shareholdings in which the director is deemed to have an interest At beginning At end As at of the year of the year 21 April 2010
Related Corporations T.T. International Limited Ordinary shares of MMK1,000 each Sng Sze Hiang Tong Jia Pi Julia T.T. Electrical Electronics Corporation (M) Sdn. Bhd. Ordinary shares of RM1 each Sng Sze Hiang Tong Jia Pi Julia Akira Middle East L.L.C Ordinary shares of AED1,000 each Sng Sze Hiang Tong Jia Pi Julia TTC Sales and Marketing (SA) (Proprietary) Limited Ordinary shares of ZAR1 each Sng Sze Hiang Tong Jia Pi Julia ITL (Middle East) L.L.C Ordinary shares of AED1,000 each Sng Sze Hiang Tong Jia Pi Julia AIMS Trading (Private) Limited Ordinary shares of LKR10 each Sng Sze Hiang Tong Jia Pi Julia Akira Electric Corporation Holdings Ltd Ordinary shares of BAHT100 each Sng Sze Hiang Tong Jia Pi Julia 490 490 490 490 490 490 1,320,000 1,320,000 1,320,000 1,320,000 1,320,000 1,320,000 147 147 147 147 147 147 420,292 420,292 420,292 420,292 420,292 420,292 147 147 147 147 147 147 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 533 533 533 533 533 533
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Directors Report
Shareholdings in which the director is deemed to have an interest At beginning At end As at of the year of the year 21 April 2010 Related Corporations Athletic AGD Sp. z.o.o. Ordinary shares of PLN500 each Sng Sze Hiang Tong Jia Pi Julia Athletic International S.A. Ordinary shares of PLN1 each Sng Sze Hiang Tong Jia Pi Julia A & D Sp. z.o.o. Ordinary shares of PLN500 each Sng Sze Hiang Tong Jia Pi Julia A-Beyond Tex Sp. z.o.o. Ordinary shares of PLN100 each Sng Sze Hiang Tong Jia Pi Julia Brahma (Polska) Sp. z.o.o. Ordinary shares of PLN500 each Sng Sze Hiang Tong Jia Pi Julia Athletic Manufacturing Sp. z.o.o Ordinary shares of PLN50 each Sng Sze Hiang Tong Jia Pi Julia 64,000 64,000 64,000 64,000 64,000 64,000 156 156 156 156 156 156 1,560 1,560 1,560 1,560 1,560 1,560 480 480 480 480 480 480 5,576,340 5,576,340 5,728,422 5,728,422 5,728,422 5,728,422 1,020 1,020 1,020 1,020 1,020 1,020
TTA Holdings Ltd Ordinary shares Sng Sze Hiang Tong Jia Pi Julia 117,500,000 117,500,000 117,500,000 117,500,000 117,500,000 117,500,000
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Directors Report
Shareholdings in which the director is deemed to have an interest At beginning At end As at of the year of the year 21 April 2010 Related Corporations TEAC Australia Pty Ltd Ordinary shares Sng Sze Hiang Tong Jia Pi Julia Mood Design Pte Ltd Ordinary shares Sng Sze Hiang Tong Jia Pi Julia 90,000 90,000 90,000 90,000 90,000 90,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000
By virtue of Section 7 of the Companies Act, Chapter 50, Sng Sze Hiang and Tong Jia Pi Julia are deemed to have interests in the other subsidiaries of the Company, all of which are wholly-owned, at the beginning and at the end of the financial year. Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company, or of related corporations, either at the beginning or at the end of the financial year. Except as disclosed under the Share Options section of this report, neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Except for salaries, bonuses, fees and benefits that are disclosed in note 30 to the financial statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member, or with a company in which he has a substantial financial interest.
Share options
The TT International Employees Share Option Scheme (the Option Scheme) and the TT International Performance Share Plan (the Share Plan) of the Company were approved and adopted by its members at an Extraordinary General Meeting held on 8 August 2002. The Option Scheme and Share Plan are administered by the Remuneration Committee, comprising four directors, Ng Leok Cheng (Chairman), Raymond Koh Bock Swi, Yo Nagasue and Tong Jia Pi Julia. Other information regarding the Option Scheme and the Share Plan is set out below: (i) Option Scheme The Remuneration Committee shall have the absolute discretion to grant the options with a subscription price at no discount, or at a discount of up to a maximum of 20% of the market price, being the average of the last dealt price of the Companys shares on the Singapore Exchange Trading Limited (SGX-ST) on the five market days immediately preceding the date of grant of such options. Subject to the rules and such other conditions as may be imposed by the Remuneration Committee from time to time, the options granted are exercisable in whole or in part at any time: (a) after the first anniversary of the date of grant of the option if the subscription price of the option granted was at market price; and
22
Directors Report
(b) after the second anniversary of the date of grant of the option if the subscription price of the option granted was at a discount to the market price,
provided always that an option that is granted to an eligible employee shall be exercised before the tenth anniversary of the date of grant of the option and an option which is granted to a non-executive director shall be exercised before the fifth anniversary of the date of grant of that option. The options granted by the Company do not entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of any other company.
(ii)
Share Plan The Remuneration Committee may award an eligible participant with fully paid shares in the Company, their equivalent cash value or combinations thereof, free of charge, upon the participant achieving prescribed performance target(s). There are no vesting periods beyond the performance achievement periods.
The total number of shares issued and issuable in respect of all options and awards pursuant to the Option Scheme and Share Plan shall not exceed 15% of the total issued share capital of the Company on the day preceding the relevant date of the option or award. Since the commencement of the Option Scheme and Share Plan: (i) no options have been granted pursuant to the Option Scheme to any person to take up unissued shares in the Company or its subsidiaries; no shares in the Company have been awarded to any person pursuant to the Share Plan; and no shares have been issued by virtue of any exercise of option to take up unissued shares of the Company or its subsidiaries.
(ii) (iii)
As at the end of the financial year, there were no unissued shares of the Company and its subsidiaries under option.
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Directors Report
Audit committee
The members of the Audit Committee during the financial year and at the date of this report are: Raymond Koh Bock Swi Ng Leok Cheng Yo Nagasue (Chairman)
The Audit Committee has held 4 meetings since the last directors report. Specific functions of the Audit Committee include reviewing of the scope of work of the external auditors, and receiving and considering the auditors reports. The Audit Committee also recommends the appointment of the external auditors and reviews the level of audit fees. In addition, the Audit Committee has, in accordance with Chapter 9 of the Singapore Exchange Listing Manual, reviewed the requirements of approval and disclosure of interested person transactions, reviewed the internal procedures set up by the Company to identify and report and where necessary, seek approval for interested person transactions and reviewed interested person transactions. The Audit Committee is satisfied with the independence and objectivity of the external auditors and has recommended to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming Annual General Meeting of the Company.
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
On behalf of the Board of Directors
Sng Sze Hiang Director
Tong Jia Pi Julia Director
10 September 2010
24
Statement By Directors
The directors consider that different possibilities regarding the future exist and that the differing outcomes can cause the financial position as at 31 March 2010, together with profits or losses, other comprehensive income and changes in equity, to be very different from what is currently presented to shareholders. The directors also consider that there are no practical means available to resolve such difficulties in the preparation of these financial statements for the financial year under review. Accordingly, the directors are of the opinion that notwithstanding these difficulties, the preparation of these financial statements on a going concern basis provides sufficient information to serve the interests of all shareholders and other stakeholders who may read these financial statements. Further details on the basis of preparation of these financial statements can be found in note 2 to the financial statements. In our opinion: (a) having regard to and taking into consideration the matters disclosed in the financial statements, in particular note 2, the financial statements set out on pages 28 to 80 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2010 and the results, changes in equity and cash flows of the Group for the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and at the date of this statement, subject to court sanction being granted to the scheme of arrangement by the Court of Appeal, the successful implementation of the scheme and other matters referred to in note 2 to the financial statements, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
(b)
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
On behalf of the Board of Directors
Sng Sze Hiang Director
Tong Jia Pi Julia Director
10 September 2010
25
Independent Auditors Report

Members of the Company TT International Limited
We were engaged to audit the accompanying financial statements of TT International Limited (the Company) and its subsidiaries (collectively, the Group), which comprise the balance sheets of the Group and the Company as at 31 March 2010, the income statement, statement of comprehensive income, statement of changes in equity and cash flow statement of the Group for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 28 to 80. Managements responsibility for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards. This responsibility includes: (a) devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
(b) (c)
Auditors responsibility Except as discussed in the following paragraphs, we conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Basis for Disclaimer of Opinion The basis of preparation of the financial statements of the Group and of the Company is affected by the status of the scheme of arrangement proposed by the Company, the going concern uncertainties currently faced by the Company partly as a result of that status and the difficulties faced in determining the amounts at which assets and liabilities should be recorded. These matters are explained more fully in note 2 (and other notes) to these financial statements. The directors consider that different possibilities regarding the future exist and that the differing outcomes can cause the financial position as at 31 March 2010, together with profits or losses, other comprehensive income and changes in equity, to be very different from what is currently presented to shareholders. The directors also consider that there are no practical means available to resolve such difficulties in the preparation of these financial statements for the financial year under review. Accordingly, the directors are of the opinion that notwithstanding these difficulties, the preparation of these financial statements on a going concern basis provides sufficient information to serve the interests of all shareholders and other stakeholders who may read these financial statements.
26
Independent Auditors Report

Members of the Company TT International Limited
Disclaimer of Opinion Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraphs, we are not in a position to, and do not, express an opinion on the consolidated financial statements of the Group or the financial position of the Company. In our opinion, except for the effect of the matters described in the Basis for Disclaimer of Opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. KPMG LLP Public Accountants and Certified Public Accountants
Singapore 10 September 2010
27
Balance Sheets
As at 31 March 2010
Group Note 2010 $000 2009 $000 Company 2010 2009 $000 $000
Non-current assets Property, plant and equipment Investment properties Subsidiaries Intangible assets Other investments Other receivable Deferred tax assets
5 6 7 8 9 10 11
123,399 6,777 15,652 2,957 4,097 152,882
132,822 19,580 15,710 1,576 1,108 4,894 175,690
87,239 17,752 104,991
82,799 27,733 110,532
Current assets Inventories Trade and other receivables Cash and cash equivalents
12 13 14
74,411 120,403 11,139 205,953 358,835
83,501 132,512 26,247 242,260 417,950
19 136,019 358 136,396 241,387
22 158,010 337 158,369 268,901
Total assets Equity Share capital Reserves Total equity attributable to equity holders of the Company Minority interests Total equity Non-current liabilities Financial liabilities Other payables Deferred tax liabilities
15 16
140,563 (215,070) (74,507) 3,690 (70,817)
140,563 (209,318) (68,755) 4,316 (64,439)
140,563 (245,562) (104,999) (104,999)
140,563 (215,401) (74,838) (74,838)
17 11
3,103 739 174 4,016
8,244 1,682 457 10,383
301 301
572 572
Current liabilities Trade and other payables Financial liabilities Provisions Current tax payable
19 17 18
119,795 300,072 3,133 2,636 425,636 429,652 358,835
105,278 361,769 3,507 1,452 472,006 482,389 417,950
79,153 264,614 2,142 176 346,085 346,386 241,387
54,647 285,341 3,003 176 343,167 343,739 268,901
Total liabilities Total equity and liabilities
The accompanying notes form an integral part of these financial statements.
28
Consolidated Statement Of Comprehensive Income

Year ended 31 March 2010
Note 2010 $000 539,860 48,898 588,758 (9,090) (420,984) (39,752) (6,955) (96,674) 15,303 1,660 (18,036) (16,376) (1,073) (4,217) (5,290) 2009 $000 745,638 3,290 748,928 (35,069) (597,867) (48,941) (8,134) (282,330) (223,413) 1,992 (21,412) (19,420) (242,833) (5,043) (247,876)
Revenue Other operating income Changes in inventories of finished goods Purchase of goods Staff costs Depreciation Other operating expenses Profit / (loss) from operations Finance income Finance costs Net finance expense Loss before income tax Income tax expense Loss for the year Attributable to: Owners of the Company Minority interests Loss for the year
24
21
22 20
(4,120) (1,170) (5,290)
(249,059) 1,183 (247,876)
2010 Cents Loss per share Basic and diluted
2009 Cents
23
(0.50)
(30.50)
29
Consolidated Statement Of Comprehensive Income

Note 2010 $000 (5,290) 1,382 4,556 (9,478) 3,550 10 (5,280) 2009 $000 (247,876) (4,536) (139) (8,979) (1,142) 13,399 (1,397) (249,273)
Loss for the year Changes in fair value of available-for-sale investment Reclassification of impairment loss on available-for-sale investment to income statement Disposal of quoted available-for-sale investment Translation differences relating to financial statements of foreign subsidiaries Net surplus/(deficit) on revaluation of property, plant and equipment Net change in fair value of cash flow hedges transferred to income statement Other comprehensive income for the year, net of income tax Total comprehensive income for the year Attributable to: Owners of the Company Minority interests Total comprehensive income for the year
(4,827) (453) (5,280)
(246,423) (2,850) (249,273)
30
Consolidated Statement of Changes in Equity

Total attributable to equity Foreign Fair value currency Accumulated holders and of the Minority Total profits/ Share Capital revaluation Hedging translation Company interests equity (losses) reserves reserve reserve Note capital reserves $000 $000 $000 $000 $000 $000 $000 $000 $000 140,563 54 24,976 (13,399) (12,937) 39,611 178,868 5,933 184,801
Group At 1 April 2008 Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners
(6,450)
13,399
(4,313)
(249,059)
(246,423)
(2,850) (249,273)
Dividends in respect of financial year 2008 31 Total contributions by and distributions to owners Changes in ownership interests in subsidiaries that do not result in loss of control Dilution of shareholdings in subsidiary Net contributions from minority interests of subsidiaries Total changes in ownership interests Total transactions with owners At 31 March 2009
(1,200)
(1,200)
(1,200)
(1,200)
(1,200)
(1,200)
26
910
910
323
323
1,233
1,233
140,563
54
18,526
(17,250)
(1,200) (210,648)
(1,200) (68,755)
1,233 4,316
33 (64,439)
31
Consolidated Statement of Changes in Equity

Total attributable to equity Foreign Fair value currency Accumulated holders and of the Minority Total profits/ Share Capital revaluation Hedging translation Company interests equity (losses) capital reserves reserves reserve reserve $000 $000 $000 $000 $000 $000 $000 $000 $000 140,563 54 18,526 9,488 (17,250) (10,195) (210,648) (4,120) (68,755) (4,827) 4,316 (453) (64,439) (5,280)
Group At 1 April 2009 Total comprehensive income for the year Realisation of fair value reserves upon liquidation of subsidiaries Disposal of property, plant and equipment Disposal of investment properties Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividends from subsidiary in the financial year 2010 Total contributions by and distributions to owners At 31 March 2010
(2,678) (3,649) (2,618)
(925) -
2,678 3,649 2,618
(925) -
(925) -
(173)
(173)
140,563
54
19,069
(28,370)
(205,823)
(74,507)
(173) 3,690
(173) (70,817)

32 TT International Limited 2010 Annual Report
Consolidated Cash Flow Statement

Note Operating activities Loss for the year Adjustments for: Loss on disposal of property, plant and equipment Loss/(gain) on disposal of investment properties Gain on disposal of quoted available-for-sale investments Impairment loss on property, plant and equipment Impairment loss on goodwill on consolidation Impairment loss on unquoted equity investments Impairment loss on trademark and rights Impairment loss on available-for-sale investment Loss on liquidation of subsidiaries Amortisation of intangible assets Changes in fair value of property, plant and equipment Changes in fair value of investment properties Depreciation Interest income Interest expense Income tax expense Unrealised exchange (gain)/loss Operating profit/(loss) before changes in working capital Changes in working capital: Inventories Trade and other receivables Trade and other payables Bills payable and trust receipts Deposits from customers Cash generated from operations Income tax paid Interest income received Interest paid on bills payable and trust receipts Cash flows from operating activities Investing activities Purchase of property, plant and equipment and intangible assets Net proceeds from disposal of property, plant and equipment Net proceeds from disposal of investment properties Proceeds from disposal of quoted available-for-sale investments Acquisition of unquoted available-for-sale investments Proceeds from liquidation of subsidiaries, net of cash Consideration paid in cash for reverse takeover of a subsidiary Cash flows from investing activities Financing activities Net payment from minority shareholders of subsidiaries Interest paid on borrowings Proceeds from interest-bearing borrowings Proceeds from finance leases Repayment of interest-bearing borrowings Payment of obligations under finance leases Cash flows from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at 1 April Effect of foreign exchange rate changes on balances held in foreign currencies Cash and cash equivalents at 31 March 2010 $000 (5,290) 3,282 636 4,556 2,964 58 (47) 6,955 (1,660) 18,036 4,217 (6,911) 26,796 (448) 5,693 (1,973) (28,047) (1,268) 753 (1,156) 1,660 (1,107) 150 2009 $000 (247,876) 118 (128) (1) 7,150 2,806 5,805 4,060 116 1,357 2,457 8,134 (1,992) 21,412 5,043 4,711 (186,828) 28,876 167,652 (20,410) 38,619 224 28,133 (5,614) 1,992 (5,355) 19,156
25 26
(9,333) 2,617 8,735 4,501 6,520
(17,928) 907 4,548 238 (3,085) (1,799) (17,119)
(173) (2,071) 1,399 98 (18,627) (695) (20,069) (13,399) (3,979) 1,712 (15,666)
323 (12,177) 29,754 8,021 (45,049) (1,148) (20,276) (18,239) 14,491 (231) (3,979)
14
33
Notes To The Financial Statements

These notes form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 10 September 2010.
1.
Domicile and activities

TT International Limited (the Company) is incorporated in the Republic of Singapore and has its registered office at 47 Sungei Kadut Avenue, Singapore 729670. The principal activities of the Company are those relating to trading and distribution of a wide range of electrical and electronics products, and investment holding. The principal activities of the subsidiaries are set out in note 7 to the financial statements. The consolidated financial statements relate to the Company and its subsidiaries (collectively referred to as the Group).
2. (a)
Scheme of arrangement and Going concern Scheme of arrangement

On 21 January 2009, the Company filed an application with the High Court to propose a scheme of arrangement (Scheme) between the Company and its creditors to restructure its liabilities (Restructuring Plan). On 29 January 2009, the Company obtained an Order from the High Court under Section 210(10) of the Companies Act, Chapter 50, restraining the commencement or continuation of any legal proceedings against the Company pending the approval by the High Court of the proposed Scheme. On 15 March 2010, the Scheme was sanctioned by the High Court and, on 8 April 2010, shareholders approval was obtained at an extraordinary general meeting. After lodgement with ACRA, the Scheme took effect from 19 April 2010. On 24 March 2010, four bank creditors (Appellants), collectively filed an appeal against the High Courts approval of the Scheme. On 25 March 2010, a second appeal was filed by another creditor, Ho Lee Construction Pte Ltd. Subsequently, three of the four Appellants withdrew from the Appeal, leaving Overseas-Chinese Banking Corporation Limited and Ho Lee Construction Pte Ltd as the two remaining creditors pursuing the appeals. Subsequent to the end of the financial year, on 1 June 2010, the Company announced the results of its first Reverse Dutch Auction (RDA). The amount of debt of the Company that will be extinguished pursuant to the RDA is $89,924,813.80. The Company is required to pay the successful bidders $14,749,655.83 in accordance with Clause 6.24 of the Scheme Document. On 19 July 2010, the Company effected payment of the first tranche amounting to $4,916,551.95. The payment of the second and third tranches has been suspended, pending the decision of the Court of Appeal (see below). On 27 August 2010, the Court of Appeal issued the following Orders/Directions (the Orders): (I) The sanction of the High Court was set aside and a new meeting of Scheme creditors is to be called to re-vote on the same Scheme (the Further Meeting). The Further Meeting is to be held within four weeks from 27 August 2010. After the Further Meeting is held, the Court of Appeal will consider whether the Scheme is to be sanctioned. The moratorium on all legal proceedings against the Company will continue to be in place until after the Court of Appeal has made its decision on whether to sanction the Scheme. Specific directions on the voting rights of certain categories of Scheme creditors and on specific disputed debts are also provided under the Orders. The Orders require creditors to vote in separate classes as elaborated in the Orders. Subject to the directions contained in the Orders, Scheme creditors will be entitled to vote on the basis of the admitted value of their claims as stated in the Scheme Managers Report dated 17 December 2009. The Orders also contain, inter alia, a requirement for the Companys auditors, KPMG LLP, to provide a report on a proof of debt for $86.97 million, submitted under the Scheme by a subsidiary, Akira Corporation Pte Ltd, to the Court of Appeal within two weeks from 27 August 2010.
(II)
(III)
34

2. (a) Scheme of arrangement and Going concern (contd) Scheme of arrangement (contd)
The Company is currently waiting for the Further Meeting to be held and, thereafter, for the Court of Appeal to decide whether to sanction the Scheme.
(b)
Going concern
The ability of the Group and the Company to continue in operation in the foreseeable future and to meet their financial obligations as and when they fall due depend on: (i) (ii) (iii) (iv) (v) the Scheme Creditors voting to approve the Scheme during the re-voting; the Court of Appeal sanctioning the Scheme following the re-voting; the successful implementation of the Scheme; the controlling shareholders and key management personnel of the Company remaining substantially unchanged; and the continued support of bank and other creditors, suppliers and many other parties.
The financial statements of the Group and the Company have been prepared on a going concern basis, which assumes that the Company will continue in operation at least for a period of 12 months from the balance sheet date. Singapore FRS 1.26 states that: In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary if the Group and the Company are unable to continue in operation in the foreseeable future. Should the going concern assumption be inappropriate, adjustments would have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are recorded in the balance sheet. In addition, the Group and the Company may have to provide for further liabilities that might arise, and to reclassify non-current assets and non-current liabilities as current assets and current liabilities respectively. Further, in relation to these financial statements, the amount of assets and liabilities currently recorded in the accounting records of the Company and its subsidiaries, including amounts recoverable from or payable to group companies, are based on claims and payables which have arisen in the ordinary course of business. The liabilities, together with the liabilities arising from the financial difficulties of the Group and the claims under the Scheme, shall be adjusted in accordance with the Scheme at a future date when the liabilities have been determined or can be reasonably estimated. The amounts ultimately recorded may depend, among other things, on the outcome of the Further Meeting and, if the Scheme is sanctioned by the Court of Appeal, on the adjudication of the proofs of debt by the Scheme Manager for admission as debts of the Company. The amounts at which assets are currently recorded in the accounting records of the Company and its subsidiaries (including the carrying amounts of property, plant and equipment, intangible assets, investments in group companies and amounts recoverable from group companies), assume that the Group will be able to operate profitably in the future. It also depends on significant improvements in the financial condition of individual group companies and the ability and willingness of trading counterparties to repay amounts due to the Group. It is currently difficult to assess and estimate with any degree of certainty the amounts that will ultimately be realised or recovered due to uncertainty caused by the current difficult operating conditions and the status of the Scheme. Significant adjustments that may be required may therefore not have been made. The directors of the Company have taken note of the restructuring plan, the current status of the Scheme, and the Groups ability to generate sufficient positive cash flows from its continuing operations in the past year. The directors consider that different possibilities regarding the future exist and that the differing outcomes can cause the financial position as at 31 March 2010, together with profits or losses, other comprehensive income and changes in equity, to be very different from what is currently presented to shareholders. The directors also consider that there are no practical means available to resolve such difficulties in the preparation of these financial statements for the current financial year. Accordingly, the directors are of the opinion that notwithstanding these difficulties, the preparation of these financial statements on a going concern basis and in accordance with this note provides sufficient information to serve the interests of all shareholders and other stakeholders who may read these financial statements.
35

3. Basis of preparation
(a) Statement of compliance The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The basis of preparation (including the basis of measurement and the use of estimates and judgments), of these financial statements is affected by the matters described in note 2 above. (b) Basis of measurement The financial statements have been prepared on the historical cost basis except for certain financial assets and financial liabilities which are measured at fair value. (c) Functional and presentation currency The financial statements are presented in Singapore dollars which is the Companys functional currency and has been rounded to the nearest thousand, unless otherwise stated. (d) Use of estimates and judgements The preparation of the financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements is included in note 2, and the following notes: (e) Note 4(h) classification of leases Notes 5 and 8 assumptions of recoverable amounts relating to property, plant and equipment and impairment of goodwill, trade marks and rights. Notes 9 and 13 impairment loss on other investments and trade and other receivables Note 18 measurement of provisions Note 26 valuation of assets, liabilities and contingent liabilities acquired in business combinations Note 27 valuation of financial instruments Note 29 measurement of contingent liabilities Note 30 related parties
Changes in accounting policies (i) Overview Starting from the financial year beginning 1 April 2009 on adoption of new/revised FRSs, the Group has changed its accounting policies in the following areas: Determination and presentation of operating segments Presentation of financial statements
36

3. Basis of preparation (contd)
(e) Changes in accounting policies (contd) (ii) Determination and presentation of operating segments As of 1 April 2009, the Group determines and presents operating segments based on the information that internally is provided to the Chairman and Chief Executive Officer (CEO), who is the Groups chief operating decision maker. This change in accounting policy is due to the adoption of FRS 108 Operating Segments. Previously operating segments were determined and presented in accordance with FRS 14 Segment Reporting. The new accounting policy in respect of operating segment disclosures is presented as follows. Comparative segment information has been re-presented in conformity with the transitional requirements of such standard. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. An operating segments operating results is reviewed regularly by the Chairman and CEO to make decisions about resources to be allocated to the segment and assess its performance. Segment results that are reported to the Chairman and CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Companys headquarters), head office expenses, and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire plant and equipment. (iii) Presentation of financial statements The Group applies revised FRS 1 Presentation of Financial Statements (2008), which became effective for the financial year beginning 1 April 2009. As a result, the Group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share. (iv) Disclosure of contractual maturity analysis The Group applies the amendments to FRS 107 Financial Instruments: Disclosures, which became effective for the financial year beginning 1 April 2009. As a result, the Group discloses the maximum amount of issued financial guarantees in the earliest time period for which the guarantees could be called upon in the contractual maturity analysis. Previously, the Group disclosed the maximum amount of issued financial guarantees in the contractual maturity analysis only if the Group assessed that it is probable that the guarantee would be called upon. FRS 107 does not require comparative information to be restated and therefore, the contractual maturity analysis for the comparative period has not been re-presented. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.
37

4. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have been applied consistently by Group entities, except as explained in note 3(e), which addresses changes in accounting policies. (a) Basis of consolidation Business combinations Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. The excess of the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is credited to the income statement in the period of the acquisition. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Transactions eliminated on consolidation Intra-group balances, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Accounting for subsidiaries by the Company Investments in subsidiaries are stated in the Companys balance sheet at cost less accumulated impairment losses. (b) Foreign currencies Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date on which the fair value was determined. Foreign currency differences arising on retranslation are recognised in the income statement, except for differences arising on the retranslation of monetary items that in substance form part of the Groups net investment in a foreign operation (see below) and available-for-sale equity instruments. Net investment in a foreign operation Exchange differences arising from monetary items that in substance form part of the Companys net investment in a foreign operation, are recognised in the Companys income statement. Such exchange differences are reclassified to equity in the consolidated financial statements. When the hedged net investment is disposed of, the cumulative amount in equity is transferred to the income statement as an adjustment to the profit or loss arising on disposal.
38

4. Significant accounting policies (contd)
(b) Foreign currencies (contd) Foreign operations Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition of foreign operations, are translated to Singapore dollars at the rates of exchange ruling at the balance sheet date. The income and expenses of foreign operations are translated to Singapore dollars at exchange rates prevailing at the dates of the transactions. Foreign currency differences are recognised in the foreign currency translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the foreign exchange translation reserve is transferred to the income statement. (c) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for completed land and buildings, which are stated at their revalued amounts. The revalued amount is the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are carried out by independent professional valuers regularly such that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the balance sheet date. Any increase in the revaluation amount is credited to the revaluation reserve unless it offsets a previous decrease in value of the same asset that was recognised in the income statement. A decrease in value is recognised in the income statement where it exceeds the increase previously recognised in the revaluation reserve. Upon disposal, any related revaluation reserve is transferred from the revaluation reserve to accumulated profits and is not taken into account in arriving at the gain or loss on disposal. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the cost of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred. Freehold land and leasehold land and buildings under construction are not depreciated. Depreciation is provided on a straightline basis to write off costs of property, plant and equipment over their estimated useful lives as follows: Freehold buildings Leasehold land and buildings Plant and machinery Renovations Furniture, fittings and office equipment Computers Motor vehicles 50 years 18 to 50 years 2 to 10 years 3 to 10 years 2 to 10 years 3 to 5 years 5 years
Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date.
39

(c) Property, plant and equipment (contd) When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified as investment property. Any gain arising on remeasurement is recognised in profit or loss to the extent that the gain reverses a previous impairment loss on the specific property, with any remaining gain recognised in other comprehensive income and presented in the revaluation reserve. Any loss is recognised in other comprehensive income and presented in the revaluation reserve to the extent that an amount had previously been included in the revaluation reserve relating to the specific property, with any remaining loss recognised immediately in profit or loss. On disposal of such investment property, the balance held in the revaluation reserve is reclassified directly to the Statement of Changes in Equity, in accumulated profits or losses. (d) Investment properties Investment property is property held either to earn rental income or capital appreciation or both. It does not include properties held for sale in the ordinary course of business, used in the production or supply of goods or services, or for administrative purposes. Investment property is measured at fair value, with any change recognised in the income statement. Rental income from investment properties is accounted for in the manner described in note 4(m). When the Group holds a property interest under an operating lease to earn rental income or capital appreciation, the interest is classified and accounted for as investment properties on a property-by-property basis. Any such property interest which has been classified as investment properties is accounted for as if it is held under finance lease (see note 4(h)), and is accounted for in the same way as other investment properties leased under finance leases. Lease payments are accounted for as described in note 4(h). (e) Intangible assets Goodwill Goodwill and negative goodwill arise on the acquisition of subsidiaries. Acquisitions prior to 1 April 2001 Goodwill and negative goodwill that have previously been taken to reserves are not taken to the income statement when (a) the business is disposed of or (b) the goodwill is impaired. Acquisitions on or after 1 April 2001 Goodwill represents the excess of the cost of the acquisition over the Groups proportionate interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. Goodwill arising on the acquisition of subsidiaries is presented in intangible assets. Goodwill is measured at cost less accumulated impairment losses and tested for impairment as described in note 4(g). Negative goodwill is recognised immediately in the income statement. Trade marks Trade marks recorded in the financial statements are amortised over their estimated useful lives, taking into account the ability to renew the marks in their respective jurisdictions and after adjusting for impairment losses, if any. It is tested for impairment annually as described in note 4(g).
40

(e) Intangible assets (contd) Distribution rights Distribution rights for brands or products, are stated at cost less accumulated amortisation and impairment loss and are tested for impairment annually as described in note 4(g). Amortisation is charged to the income statement on the straight-line basis over their estimated useful lives of 20 years. (f) Financial instruments (i) Non-derivative financial assets The Group has the following non-derivative financial assets: investments in equity securities, trade and other receivables, cash and cash equivalents. The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade and other receivables (see note 13). Cash and cash equivalents comprise cash balances and bank deposits. Bank overdrafts that are repayable on demand and form an integral part of the Groups cash management are included as a component of cash and cash equivalents for the purpose of the cash flow statement. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the previous categories. The Groups investments in certain equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items are recognised in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognised, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.
41

(f) Financial instruments (contd) (ii) Non-derivative financial liabilities The Group has the following non-derivative financial liabilities: financial liabilities, and trade and other payables. The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expired. Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method. (iii) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. (iv) Derivative financial instruments, including hedge accounting The Group holds derivative financial instruments to hedge its foreign currency. Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within a range of 80%-125%. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that could ultimately affect reported net income. Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.
42

(f) Financial instruments (contd) (iv) Derivative financial instruments, including hedge accounting (contd) Cash flow hedges When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. The amount recognised in other comprehensive income is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the income statement as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income and presented in the hedging reserve in equity remains there until the forecast transaction affects profit or loss. When the hedged item is a non-financial asset, the amount recognised in other comprehensive income is transferred to the carrying amount of the asset when the asset is recognised. If the forecast transaction is no longer expected to occur, then the balance in other comprehensive income is recognised immediately in profit or loss. In other cases, the amount recognised in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects profit or loss. (g) Impairment (i) Financial assets (including receivables) A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment. The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually significant receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics. In assessing collective impairment, the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for managements judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
43

(g) Impairment (contd) (i) Financial assets (including receivables) (contd) An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the assets original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. Impairment losses on available-for-sale investment securities are recognised by transferring the cumulative loss that has been recognised in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss. The cumulative loss that is removed from other comprehensive income and recognised in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in impairment attributable to time value are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income. (ii) Non-financial assets The carrying amounts of the Groups non-financial assets, other than investment properties, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or CGU). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. The Groups corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.
44

(g) Impairment (contd) (ii) Non-financial assets (contd) An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (h) Leases When entities within the Group are lessees of a finance lease Leased assets in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition, property, plant and equipment acquired through finance leases are capitalised at the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Leased assets are depreciated over the shorter of the lease term and their useful lives. Lease payments are apportioned between finance expense and reduction of the lease liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. When entities within the Group are lessees of an operating lease Where the Group has the use of assets under operating leases, payments made under the leases are recognised in the income statement on a straight-line basis over the term of the lease, unless another systematic basis is more representative of the time pattern of the benefit derived. Lease incentives received are recognised in the income statement as an integral part of the total lease payments made. Contingent rentals are charged to the income statement in the accounting period in which they are incurred. When entities within the Group are lessors of an operating lease Assets leased out under operating lease arrangements relate to the Groups warehouse and office facilities that were previously the subject of a sale and leaseback transaction. These assets are also used to generate rental income. Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the lease term. (i) Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. In arriving at net realisable value, due allowance is made for all obsolete and slow moving items.
45

(j) Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. These include salaries, annual bonuses and paid annual leave. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Share-based payments TT International Employees Share Option Scheme (Option Scheme) and TT International Performance Share Plan (Share Plan) have been put in place to grant options and award shares to eligible employees and participants, respectively. Details of the Option Scheme and Share Plan are disclosed in the Directors Report. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. At each balance sheet date, the Company revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates in employee expense and in a corresponding adjustment to equity over the remaining vesting period. The proceeds received net of any directly attributable transactions costs are credited to share capital when the options are exercised. (k) Provisions and contingent liabilities A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Warranties A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities. Restructuring A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.
46

(l) Intra-group guarantees Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. A provision is recognised based on the Companys estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date. The provision is assessed by reviewing individual claims and tested for adequacy by comparing the amount recognised and the amount that would be required to settle the guarantee contract. (m) Revenue recognition Goods sold Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, goods and services taxes or other sales taxes, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. Transfers of risks and rewards vary depending on the individual terms of the contract of sale. For sales of consumer electronics and furniture and furnishing products, transfer usually occurs when the product is received by the customer; however, for some international shipments, transfer occurs upon loading of the goods on to the relevant carrier. Rental income Rental income receivable under operating leases is recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income to be received. Contingent rentals are recognised as income in the accounting period in which they are earned. (n) Finance income and expense Finance income comprises interest income on bank balances and fixed deposits and dividend income. Interest income is recognised as it accrues, using the effective interest method. Dividend income is recognised in the income statement on the date that the Groups right to receive payment is established, which in the case of quoted securities is the ex-dividend date. Finance expenses comprise interest expense on borrowings. All borrowing costs are recognised in the income statement using the effective interest method, except to the extent that they are capitalised as being directly attributable to the acquisition of an asset which necessarily takes a substantial period of time to be prepared for its intended use or sale. (o) Government Grant Cash grants received from the government in relation to the Job Credit Scheme are recognised as income upon receipt.
47

(p) Income tax expense Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in the income statement except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and associates to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (q) New standards and interpretations not yet adopted New standards, amendments to standards and interpretations that are not yet effective for the year ended 31 March 2010 have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Group.
48

5. Property, plant and equipment
At cost Leasehold Furniture, Freehold Leasehold land and fittings land land building Plant and and and under and office Motor Note buildings buildings construction machinery Renovations equipment Computers vehicles Total $000 $000 $000 $000 $000 $000 $000 $000 $000 At valuation
Group
Cost/Valuation At 1 April 2008 Translation differences on consolidation Reclassification to investment properties 6 Additions Surplus/(deficit) on revaluation recognised directly in equity Deficit on revaluation recognised in income statement 20 Reversal of depreciation on revaluation Disposals At 31 March 2009 Translation differences on consolidation Additions Surplus/(deficit) on revaluation recognised directly in equity Liquidation of subsidiaries 25 Disposals Reversal of depreciation on revaluation At 31 March 2010
10,521
44,575
52,558
8,663
8,936
12,313
7,969
6,987
152,522
(3,352)
811
(926)
3,047
383
(397)
(344)
(778)
4,408
(14,537) 38
29,288
358
1,134
474
781
573
(14,537) 37,054
581
(1,723)
(1,142)
(1,357)
(1,357)
(222) 10,579
(1,908) 27,256
81,846
(139) 7,956
(1,092) 12,025
(403) 12,767
(386) 7,967
(2,130) (1,872) (3,892) 5,344 165,740
1,838 278
(1,073) -
4,613
(705) 222
(4,501) 2,447
1,187 583
391 793
188 397
(2,675) 9,333
704 (8,932)
2,846 (5,060) -
(59) (1,192)
(478)
(112) (2,133)
(215) (663)
(70) (1,080)
3,550 (5,516) (14,478)
(77) 4,390
(1,901) 22,068
86,459
6,222
9,493
12,292
8,273
4,779
(1,978) 153,976
49

5. Property, plant and equipment (contd)
At cost Leasehold Furniture, Freehold Leasehold land and fittings land land building Plant and and and under and office Motor Note buildings buildings construction machinery Renovations equipment Computers vehicles Total $000 $000 $000 $000 $000 $000 $000 $000 $000 At valuation
Group
Accumulated depreciation and impairment losses At 1 April 2008 Translation differences on consolidation Depreciation charge for the year Impairment losses 20 Reversal of depreciation on revaluation Disposals At 31 March 2009 Translation differences on consolidation Depreciation charge for the year Liquidation of subsidiaries 25 Disposals Reversal of depreciation on revaluation At 31 March 2010 Carrying amount At 1 April 2008 At 31 March 2009 At 31 March 2010
222 -
1,908 -
2,275 (253) 610 2,156
4,143 (145) 1,394 4,994
7,026 (402) 2,280 -
5,499 (144) 1,011 -
4,810 (178) 709 -
23,753 (1,122) 8,134 7,150
(222) 255 (178)
(1,908) 1,937 (36) -
(23) 4,765 (609) 256 (23) (460)
(797) 9,589 (4,711) 1,872 (189)
(291) 8,613 654 1,088 (51) (694)
(301) 6,065 140 974 (211) (343)
(1,455) 3,886 169 573 (50) (726)
(2,130) (2,867) 32,918 (4,357) 6,955 (371) (2,590)
(77) -
(1,901) -
3,929
6,561
9,610
6,625
3,852
(1,978) 30,577
10,521 10,579 4,390
44,575 27,256 22,068
52,558 81,846 86,459
6,388 3,191 2,293
4,793 2,436 2,932
5,287 4,154 2,682
2,470 1,902 1,648
2,177 1,458 927
128,769 132,822 123,399
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5. Property, plant and equipment (contd)
Leasehold land and Furniture, building Plant fittings under and and office Motor Freehold building construction machinery Renovations equipment Computers vehicles $000 $000 $000 $000 $000 $000 $000
Company
Total $000
Cost At 1 April 2008 Additions Disposals At 31 March 2009 Additions Disposals At 31 March 2010 Accumulated depreciation At 1 April 2008 Charge for the year Disposals At 31 March 2009 Charge for the year Disposals At 31 March 2010 Carrying amount At 1 April 2008 At 31 March 2009 At 31 March 2010
284 284 284
52,558 29,288 81,846 4,613 86,459
234 (23) 211 (97) 114
137 (23) 114 114
560 3 (55) 508 1 509
3,743 398 (202) 3,939 97 (36) 4,000
1,420 (45) 1,375 84 (103) 1,356
58,936 29,689 (348) 88,277 4,795 (236) 92,836
86 5 91 6 97
203 5 (11) 197 3 (97) 103
91 12 (6) 97 5 102
374 35 (25) 384 31 415
3,399 298 (158) 3,539 204 (36) 3,707
1,074 141 (45) 1,170 106 (103) 1,173
5,227 496 (245) 5,478 355 (236) 5,597
198 193 187
52,558 81,846 86,459
31 14 11
46 17 12
186 124 94
344 400 293
346 205 183
53,709 82,799 87,239
Freehold and leasehold buildings comprise mainly commercial properties which were occupied by the Group and also used for the provision of warehousing and logistics services to third parties. The carrying amount of leasehold buildings available for provision of warehousing and logistics services to third parties as at 31 March 2010 is approximately $4,935,000 (2009: $5,305,000). Leasehold building under construction comprises the development of a 8-storey retail and warehousing complex under the Warehouse Retail Scheme in Jurong. The construction activities of the retail and warehousing complex have been temporarily suspended pending the finalisation of the restructuring plan as discussed in note 2. As at 31 March 2010, property, plant and equipment with a carrying amount of $516,000 (2009: $8,507,000) for the Group and $371,000 (2009: $539,000) for the Company were acquired under finance lease agreements. The amounts outstanding under the finance lease agreements are set out in note 17 to the financial statements. Freehold and leasehold land and buildings of the Group were revalued by firms of independent professional valuers at close to the balance sheet date, at open market value, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The revaluation surplus amounting to $3,550,000 (2009: revaluation deficit of $1,142,000) has been transferred to the revaluation reserves of the Group respectively during the financial year. The carrying amount of freehold and leasehold land and buildings of the Group would have been $13,894,000 (2009: $19,589,000) had the freehold and leasehold land and buildings been carried at cost less accumulated depreciation and impairment losses.
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6. Investment properties
Group Note 2010 $000 19,580 171 (13,021) 47 6,777 2009 $000 11,920 14,537 (4,420) (2,457) 19,580
At 1 April Translation differences on consolidation Reclassification from property, plant and equipment Disposal of investment properties Changes in fair value At 31 March
5 20
Investment properties were revalued at close to the balance sheet date by firms of independent professional valuers who have appropriate recognised professional qualifications and recent experience in the locations and categories of the properties being valued. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Investment properties comprise a number of industrial buildings that are leased to external parties for a period ranging from 2 to 3 years. Subsequent renewals of the operating leases are negotiated with the lessees.
7.
Subsidiaries
Company 2010 2009 $000 $000 At cost: Quoted equity investment Unquoted equity investments Impairment losses
1,767 20,706 (4,721) 17,752 9,094
1,767 30,187 (4,221) 27,733 3,719
Market value of quoted equity investment The movement in impairment losses in respect of cost of investments in subsidiaries is as follows:
Company 2010 2009 $000 $000 At 1 April Impairment losses made Impairment losses written off against the cost of investment of subsidiaries liquidated At 31 March 4,221 1,002 (502) 4,721 3,100 1,121 4,221
During the financial year, an allowance for impairment loss of $1,002,000 (2009: $1,121,000) was made to reduce the carrying amount of the investments in subsidiaries to its estimated recoverable amount.
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7. Subsidiaries (contd)
Effective equity held by the Group 2010 2009 % % 85.5 85.5
Name of subsidiary
Principal activities
Country of Incorporation
TTA Holdings Ltd and its subsidiary: TEAC Australia Pty Ltd
Investment holding
Australia
Distribution of electrical and electronics products Brand management and sourcing services Operator of warehousing facilities and provision of logistics services
Australia
85.5
85.5
Akira Corporation Pte Ltd
Singapore
100
100
T. T. International Tradepark Pte Ltd and its subsidiaries:
Singapore
100
100
E & E Wholesale Pte Ltd
Trading and distribution of electrical and electronics products Retailing and wholesaling of seafood and related items Investment holding and trading in electrical and electronics products Trading and processing of seafood products Dormant
Singapore
100
100
ITL (Middle East) L.L.C
United Arab Emirates Singapore
49**
49**
T. T. Corporation Pte Ltd and its subsidiaries: T. T. International Limited
100
100
Myanmar
51
51
TT Electrical Electronics Corporation (M) Sdn. Bhd. Akira Electric (Vietnam) Co., Ltd
Malaysia
75
75
Assembly, fabricating sale and provision of maintenance services for electrical and electronics products Distribution of electrical and electronics products Distribution of electrical and electronics products Trading, importers, exporters of electronic and electrical appliances and apparatus Distribution of electrical and electronics products Distribution of electrical and electronics products
Vietnam
100
100
Akira Middle East L.L.C
United Arab Emirates Brunei
49**
49**
Intracorp (B) Sdn Bhd and its subsidiary: Myakira Electromart (B) Sdn Bhd
100
100
Brunei
100
100
First Omni Sdn. Bhd.
Malaysia
100
100
Akira Sales & Services (M) Sdn. Bhd.
Malaysia
100
100
53

Effective equity held by the Group 2010 2009 % % 100 100
Name of subsidiary
PT. Akira Electronics Indonesia
Distribution of electrical and electronics products Distribution of electrical and electronics products Sourcing, trading and distribution of electrical and electronics products Investment holding
Indonesia
PT. TT International Indonesia
Indonesia
100
100
TTC Sales and Marketing (SA) (Proprietary) Limited AIMS Investment (Private) Limited and its subsidiary: AIMS Trading (Private) Limited TT International (Australia) Pty Limited Bazartronic Pertama (M) Sdn. Bhd.
South Africa
51
51
Sri Lanka
100
100
Trading and distribution of electrical and electronics products Sourcing, trading and distribution of electrical and electronics products Import, export, distribution, wholesale and retail of consumer electrical and electronics products Import, export, distribution, wholesale, retail, warehousing and logistics services Import and distribution of consumer electronics and other consumer goods Import and distribution of consumer electronics and other consumer goods Assembly, manufacturing and distribution of bicycles Wholesaling and retailing of house finishing and construction/ building material Wholesaling and retailing of clothing and footwear Wholesaling and retailing of clothing and footwear Import, export, distribution, general wholesale and retail
Sri Lanka
59.46
59.46
Australia
100
100
Malaysia
100
100
TTC Pakistan (Private) Limited
Pakistan
100
100
Athletic AGD Sp. z.o.o.
Poland
51
51
Athletic International S.A. and its subsidiaries: Athletic Manufacturing Sp. z.o.o. A & D Sp. z.o.o.
Poland
51
51
Poland
51
51
Poland
31
31
A-Beyond Tex Sp. z.o.o.
Poland
33
33
Bhrama Polska Sp. z.o.o.
Poland
33
33
Pick & Pay (Thailand) Ltd
Thailand
100
54

Name of subsidiary
PT Electronic Solution
Trading and retailing of electrical and electronics products Dormant Retail, wholesale and export of furniture & furnishings products Retail, wholesale and export of furniture & furnishing products Retail, wholesale and export of furniture & furnishing products Retail, wholesale and export of furniture & furnishing products
Indonesia
SCE Distribution (Pty) Ltd Novena Furnishing Centre Pte Ltd
South Africa Singapore
100 100
100 100
Castilla Design Pte Ltd
Singapore
100
100
Furniture & Furnishings Pte Ltd and its subsidiaries: The White Collection Pte Ltd
Singapore
100
100
Singapore
100
100
Natural Living Pte Ltd
Retail, wholesale and export of furniture & furnishing products Wholesale and export of furniture & furnishing products Media advertising agency Retail, contract and installation of furniture & furnishing products Retail, wholesale and export of furniture & furnishing products Trading and retailing of electrical and electronics products Dormant Trading in electrical and electronics products Dormant
Singapore
100
100
Living Lifestyle Pte Ltd
Singapore
100
100
Poya Communication Pte Ltd Mod.Living Pte Ltd
Singapore Singapore
100 100
100 100
Taiwan
100
Tainahong Trading Limited and its subsidiary: Kontech Electronic Co. Ltd Tech Global Pte Ltd and its subsidiary: Tainahong Trading Company Limited Aki Habara Electric Corporation Pte Ltd and its subsidiary: Akihabara Electric Corporation, Japan, Ltd.
Hong Kong
100
100
Hong Kong Singapore
100 100
100 100
Myanmar
100
100
Investment holding
Singapore
100
100
Dormant
Japan
100
100
55

Name of subsidiary Ambur International Pte Ltd and its subsidiaries: Ambur International Company Limited Daily Products Pte Ltd Sritronic Investment (Private) Limited and its subsidiary: Sritronic Distribution (Private) Limited
Principal activities Trading in electrical and electronics products Retailing and distribution of electrical and electronics products Dormant Investment holding
Country of Incorporation Singapore
Myanmar
100
100
Singapore Sri Lanka
100 100
100 100
Importer, exporter and distributor of consumer electrical products Dormant Trading and distribution of electrical and electronics products Investment holding
Sri Lanka
100
100
@ Sound Year (Asia) Limited Akira Singapore Pte Ltd
Hong Kong Singapore
100 100
100 100
Akira International Pte Ltd and its subsidiaries: Akira Electronics (Suzhou) Co., Ltd Akira International Trading (Shanghai) Co., Ltd Akira Electronics (SA) (Proprietary) Limited Akitron Electronics (Pty) Ltd
Singapore
100
100
Assembly of electrical and electronics products Sourcing and export of electrical and electronics products Dormant
China
100
100
China
100
100
South Africa
100
100
Distribution of electrical and electronics products Investment holding
South Africa
50
Akira Electric Corporation Holdings Ltd Akira Electric Corporation (Thailand) Ltd Akira Industries (M) Sdn. Bhd.
Thailand
49**
49**
Sourcing, trading and distribution of electrical and electronics products Manufacturing and localised assembly of electrical and electronics products Distribution of electrical and electronics products Trading and distribution of consumer electronics products Trading and distribution of consumer electronics products
Thailand
100
100
Malaysia
100
100
Akira West Africa Company Limited Akira Electronics Hong Kong Limited Akira Europe S.A.S
Nigeria
100
100
Hong Kong
100
100
France
100
100
56

Name of subsidiary * JSA Gulf FZE
Principal activities Trading in electrical and electronics products Provision of logistics services Investment holding
Country of Incorporation United Arab Emirates Finland British Virgin Islands
* #
IT-Kauppa Oy E-Fabulous Developments Limited Dai-Ichi Pte Ltd
100 100
100 100
Trading and retailing of electrical and electronics products Provision of logistics services
Singapore
100
International Tradelogistics Pte Ltd TT Middle East FZE
Singapore
100
100
Owner and operator of warehousing facilities and provision of logistics services Dormant Investment holding
United Arab Emirates
100
100
Big Box Pte Ltd Big Box Corporation Pte Ltd and its subsidiaries: Big Box Singapore Pte Ltd Big Box (T) Ltd Big Box (Cambodia) Pte Ltd Big Box (B) Sdn Bhd Big Box Malaysia Sdn. Bhd. Audited by KPMG LLP Singapore.
Singapore Singapore
100 100
100 100
@ # # * * ^ @ # **
Dormant Dormant Dormant Dormant Dormant
Singapore Thailand Cambodia Brunei Malaysia
100 100 100 100 100
100 100 100 100 100
Audited by other member firms of KPMG International. Audited by HLB Mann Judd (VIC Partnership), Australia. Audited by Tan Siddharta, Indonesia. Audited by Andi, Arifin, Amita, Wisnu & Rekan, Indonesia. Audited by other firms of certified public accountants. Not required to be audited by law of country of incorporation for this financial period. These companies are considered to be subsidiaries as the Company controls the composition of the board of directors and is fully responsible for the management of their operations.
57

8. Intangible assets
Goodwill on Trade marks consolidation and rights Note $000 $000 Group Cost At 1 April 2008 Acquisitions through business combinations At 31 March 2009 and 31 March 2010 Accumulated amortisation and impairment losses At 1 April 2008 Amortisation charge for the year Impairment charge At 31 March 2009 Amortisation charge for the year At 31 March 2010 Carrying amount At 1 April 2008 At 31 March 2009 At 31 March 2010
Total $000
26
5,207 3,443 8,650
14,042 14,042
19,249 3,443 22,692
20 20 20
2,806 2,806 2,806
116 4,060 4,176 58 4,234
116 6,866 6,982 58 7,040
5,207 5,844 5,844
14,042 9,866 9,808
19,249 15,710 15,652
Impairment tests for cash-generating units (CGU) containing goodwill Goodwill and trade marks are allocated to the retail and distribution business segment of the Group in respect of the consumer electronics and private label business and furniture and furnishing business, which are each regarded as a CGU. The aggregate carrying amount of intangible assets allocated to each CGU are as follows: Group 2010 $000 Consumer electronics and private label business Furniture and furnishing business 7,492 8,160 15,652 2009 $000 7,550 8,160 15,710
The recoverable amount of the CGU in respect of the consumer electronics and private label business is determined based on cash flow projected from the five-year business plan and past operating results. The key assumptions used take into account the established network and managements assessment of the market potential. The annual growth rates and discount rate used in the cash flow projections ranged from 0% to 3% and 8% (2009: 0% to 3% and 8%). The recoverable amount of the CGU in respect of furniture and furnishing business is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Key assumptions used in the value-in-use calculations include budgeted revenue and gross margin which are determined based on past performance and managements expectation of market development. The annual growth rates and discount rate used in the cash flow projections ranged from 0% to 5% and 8% (2009: 0% to 5% and 8%).
58

9. Other investments
Group 2010 $000 Non-current investments Available-for-sale investment quoted equity securities, at fair value 2009 $000
2,957
1,576
The quoted equity securities with a carrying amount of $2,957,000 (2009: $1,576,000) are denominated in Indonesian rupiah, and are held by a subsidiary with Singapore dollar as its functional currency.
10.
Other receivable
This relates to a term deposit of a subsidiary amounting to $1,354,000 (2009: $1,108,000). It is held by a trustee and placed with a local financial institution to cover the warranty claims relating to products sold by the subsidiary prior to it being acquired by the Company in the financial year of 2007 and is expected to be released in March 2011. At the balance sheet date, this amount is included in Other receivables under current assets as reflected in note 13. The effective interest rate for the term deposit is 5% (2009: 3.25%) per annum. The interest rate is re-priced annually.
11.
Deferred tax
Movements in deferred tax assets and liabilities of the Group and Company (prior to offsetting of balances) during the year are as follows:
Recognised Recognised At Exchange in income Liquidation At Exchange in income At 31 March of 1 April translation statement 31 March translation statement 2009 differences (note 22) subsidiaries 2010 2008 differences (note 22) $000 $000 $000 $000 $000 $000 $000 $000
Group Deferred tax assets / (Liabilities) Inventories Tax value of loss carry-forward recognised Other items Property, plant and equipment
878
695
1,574
133
(309)
1,398
4,099 2,355 (378) 6,954
21 359 (6) 375
(2,095) (1,308) (184) (2,892)
2,025 1,406 (568) 4,437
204 1,017 232 1,586
(1,287) (390) (46) (2,032)
(101) 33 (68)
841 2,033 (349) 3,923
Company Deferred tax assets Inventories Tax value of loss carry-forward recognised Other items
20
(20)
3,381 69 3,470
(3,381) (69) (3,470)
Deferred tax liabilities Property, plant and equipment (45)
45
59

11. Deferred tax (contd)
Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxation authority. The following amounts, determined after appropriate offsetting, are as follows: Group 2010 $000 Deferred tax assets Deferred tax liabilities 4,097 (174) 2009 $000 4,894 (457) Company 2010 2009 $000 $000 -
At the balance sheet date, the tax value of losses amounting to $217,741,000 (2009: $211,299,000) and $87,585,000 (2009: $120,306,000) in the Company and certain subsidiaries, respectively, have not been recognised because it is not probable that future taxable profits will be available against which the subsidiaries concerned can utilise the benefit therefrom. The tax losses are subject to agreement by the tax authorities and compliance with tax regulations in the respective countries in which certain subsidiaries operate.
12.
Inventories
Group 2010 $000 Inventories Allowance for inventories obsolescence 85,511 (11,100) 74,411 2009 $000 96,345 (12,844) 83,501 Company 2010 2009 $000 $000 28 (9) 19 445 (423) 22
13
Trade and other receivables

Group 2010 $000 Trade receivables Allowance for doubtful receivables for third parties Net trade receivables Other receivables Allowance for doubtful receivables Net other receivables Trade amounts due from subsidiaries Allowance for doubtful receivables Net trade receivables from subsidiaries Balance carried forward 147,381 (67,475) 79,906 18,310 (4,458) 13,852 93,758 2009 $000 170,948 (66,865) 104,083 17,021 (4,178) 12,843 116,926 Company 2010 2009 $000 $000 68,761 (50,567) 18,194 4,178 (4,178) 145,319 (105,282) 40,037 58,231 60,738 (53,141) 7,597 4,624 (4,178) 446 173,887 (91,232) 82,655 90,698
60

13 Trade and other receivables (contd)
Group 2010 $000 Balance brought forward Non-trade amounts due from subsidiaries Allowance for doubtful receivables Advances to staff Deposits Advance payments to suppliers Prepaid operating expenses 93,758 72 6,088 16,242 4,243 120,403 2009 $000 116,926 140 4,267 4,524 6,655 132,512 Company 2010 2009 $000 $000 58,231 79,041 (2,115) 3 830 29 136,019 90,698 65,883 31 1,035 2 361 158,010
The non-trade amounts due from subsidiaries are unsecured, interest-free and repayable on demand. The Groups primary exposure to credit risk arises through its trade receivables. Concentration of credit risk relating to trade receivables is limited due to the Groups many varied customers. These customers are internationally dispersed, engage in a wide spectrum of distribution activities, and sell in a variety of end markets. The Group has been affected by the global liquidity crunch, adverse economic conditions and the resultant difficult trading environment. This gave rise to business disruptions in many of the countries the Group operates in and has resulted in the recorded allowances. The maximum exposure to credit risk for trade receivables at the reporting date (by type of customer) is: Group 2010 $000 Retail and distribution Trading Other businesses 74,786 4,469 651 79,906 2009 $000 99,400 3,834 849 104,083 Company 2010 2009 $000 $000 53,778 4,439 14 58,231 88,732 1,520 90,252
61

The ageing of trade receivables due from external parties at the reporting date is: Allowance for doubtful receivables 2010 $000 Allowance for doubtful receivables 2009 $000
Gross 2010 $000 Group Not past due Past due 0 1 month Past due 1 2 months Past due 2 3 months Past due 3 4 months More than 4 months Company Not past due Past due 0 1 month Past due 1 2 months Past due 2 3 months Past due 3 4 months More than 4 months
Gross 2009 $000
32,461 11,739 11,322 10,146 6,288 75,425 147,381 9,287 598 2,989 1,734 2,982 51,171 68,761
67,475 67,475 50,567 50,567
52,296 19,456 11,993 9,819 12,004 65,380 170,948 2,811 136 1,832 1,749 1,130 53,080 60,738
1,485 65,380 66,865 61 53,080 53,141
The change in allowance for doubtful receivables in respect of trade receivables due from external parties during the year is as follows: Group Note At 1 April Allowance made Allowance utilised Foreign currency translation difference At 31 March 2010 $000 66,865 4,084 (4,738) 1,264 67,475 2009 $000 3,303 93,614 (29,966) (86) 66,865 Company 2010 2009 $000 $000 53,141 (2,574) 50,567 489 52,652 53,141
20
Allowance utilised includes receivables of subsidiaries which were liquidated during the financial year, amounting to $1,243,000 (2009: $Nil). Receivables denominated in currencies other than the respective Groups entities and the Companys functional currencies include $33,922,000 (2009: $29,181,000) and $17,955,000 (2009: $62,702,000) of trade receivables denominated in US dollars respectively.
62

The change in allowance for doubtful receivables in respect of trade and other receivables due from related parties during the year is as follows: Company 2010 $000 At 1 April Allowance made Allowance utilised At 31 March 91,232 16,421 (256) 107,397 2009 $000 91,232 91,232
An allowance has been made for estimated irrecoverable receivables from subsidiaries amounting to $16,421,000 (2009: $91,232,000) after taking into consideration the financial and liquidity position of these subsidiaries which are experiencing difficulties in the collection of their trade receivables. Please refer to note 2 for further details on the basis of accounting.
14.
Cash and cash equivalents

Group Note 2010 $000 10,870 269 11,139 (26,805) (15,666) 2009 $000 24,263 1,984 26,247 (30,226) (3,979) Company 2010 2009 $000 $000 358 358 337 337
Cash at bank and in hand Fixed deposits with financial institutions Bank overdrafts Cash and cash equivalents in the cash flow statement 17
The weighted average effective interest rates per annum relating to fixed deposits at the balance sheet date for the Group is 1.20% (2009: 7.15%). The interest rates reprice at intervals of six months or one year. Cash and cash equivalents denominated in currencies other than the respective Groups entities and the Companys functional currencies include $2,461,000 (2009: $2,405,000) and $176,000 (2009: $240,000) of cash and cash equivalents denominated in US dollars respectively.
15.
Share capital
2010 Number of shares 000 Fully paid ordinary shares, with no par value: At 1 April and 31 March 2009 Number of shares 000
816,541
816,541
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Companys residual assets. The Boards policy is to maintain an appropriate capital base so as to support the Groups businesses and maximise shareholders value through the optimisation of the debt and equity balance. It is the policy of the Board of Directors to monitor the return on capital (comprising share capital and reserves) and the level of dividends to ordinary shareholders. The Companys ability to manage its capital has however been constrained by the current difficult operating conditions and the on-going restructuring plans.
TT International Limited 2010 Annual Report 63

16. Reserves
Group 2010 $000 Capital Reserves (distributable): Realised gain on disposal of assets Fair value and revaluation reserves Foreign currency translation reserve Accumulated losses 2009 $000 Company 2010 2009 $000 $000
54 19,069 (28,370) (205,823) (215,070)
54 18,526 (17,250) (210,648) (209,318)
54 (245,616) (245,562)
54 (215,455) (215,401)
The fair value and revaluation reserves include the cumulative net change in the fair value of available-for-sale investment held until the investment is derecognised and the net surpluses arising from the revaluations of properties included in property, plant and equipment, including those transferred to investment properties. The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from the functional currency of the Company.
17.
Financial liabilities
Group Note 2010 $000 2009 $000 Company 2010 2009 $000 $000
Non-current liabilities Secured bank loans Finance lease liabilities
(a)
2,696 407 3,103
2,332 5,912 8,244
301 301
572 572
Current liabilities Secured bank overdraft Unsecured bank overdrafts Secured bank loans Unsecured bank loans Unsecured fixed rate notes Bills payable and trust receipts Finance lease liabilities
(a) (a) (b)
8,070 18,735 18,521 93,016 36,250 125,108 372 300,072 303,175
1,069 29,157 27,927 111,053 36,250 155,573 740 361,769 370,013
16,542 86,911 36,250 124,625 286 264,614 264,915
17,758 93,111 36,250 137,887 335 285,341 285,913
Total borrowings
Financial liabilities denominated in currencies other than the respective Groups entities and the Companys functional currencies include $154,162,000 (2009: $266,333,000) and $130,089,000 (2009: $222,657,000) of financial liabilities denominated in US dollars respectively. (a) Financial liabilities are secured by the following: (i) legal mortgages on subsidiaries land and buildings and investment properties as at 31 March 2010 with a carrying amount of $11,728,000 (2009: $11,159,000) and $4,600,000 (2009: $17,267,000) respectively; a subsidiarys plant and machinery as at 31 March 2010 with a carrying amount of MMK75,000,000 (approximately $83,000) (2009: MMK72,000,000 (approximately $87,000)); and subsidiaries trade receivables and inventories as at 31 March 2010 with a total carrying amount of IDR232,613,000,000 (approximately $35,683,000) (2009: IDR276,024,000,000 (approximately $36,518,000)).
(ii)
(iii)
64

17. Financial liabilities (contd)
(b) The unsecured fixed rate notes were issued under the Multi-Currency Medium Term Note Programmes totalling $300,000,000 (2009: $300,000,000).
Finance lease liabilities At 31 March 2010, the Group and the Company had obligations under finance leases that are payable as follows: 2010 Interest $000 2009 Interest $000
Principal $000 Group Payable within 1 year Payable after 1 year but within 5 years Payable after 5 years
Payments $000
Principal $000
Payments $000
372 398 9 407 779
37 21 1 22 59 26 14 1 15 41
409 419 10 429 838 312 306 10 316 628
740 1,707 4,205 5,912 6,652 335 562 10 572 907
493 1,426 827 2,253 2,746 43 35 1 36 79
1,233 3,133 5,032 8,165 9,398 378 597 11 608 986
Company Payable within 1 year Payable after 1 year but within 5 years Payable after 5 years
286 292 9 301 587
Effective interest rates and repricing/maturity analysis: Fixed interest rate maturing After 1 year Within but within After 5 1 year 5 years years $000 $000 $000
Effective interest rate % Group 2010 Secured bank overdrafts Unsecured bank overdrafts Secured bank loans Unsecured bank loans Unsecured fixed rate notes Bills payable and trust receipts Finance lease liabilities
Floating interest $000
Total $000
5.65 10.46 5.29 5.77 4.30 4.80 5.14
8,070 18,735 20,884 90,747 125,108 263,544
333 2,269 36,250 372 39,224
398 398
9 9
8,070 18,735 21,217 93,016 36,250 125,108 779 303,175
65

Fixed interest rate maturing After 1 year Within but within After 5 1 year 5 years years $000 $000 $000
Effective interest rate % Group 2009 Secured bank overdrafts Unsecured bank overdrafts Secured bank loans Unsecured bank loans Unsecured fixed rate notes Bills payable and trust receipts Finance lease liabilities
Floating interest $000
Total $000
7.27 7.12 5.96 6.01 4.30 4.90 5.74
1,069 29,157 30,259 111,053 155,573 327,111
36,250 740 36,990
1,707 1,707
4,205 4,205
1,069 29,157 30,259 111,053 36,250 155,573 6,652 370,013
Company 2010 Unsecured bank overdrafts Unsecured bank loans Unsecured fixed rate notes Bills payable and trust receipts Finance lease liabilities
10.97 5.85 4.30 4.87 5.78
16,542 86,910 124,626 228,078
36,250 286 36,536
292 292
9 9
16,542 86,910 36,250 124,626 587 264,915
2009 Unsecured bank overdrafts Unsecured bank loans Unsecured fixed rate notes Bills payable and trust receipts Finance lease liabilities
8.37 5.94 4.30 4.88 5.76
17,758 93,111 137,887 248,756
36,250 335 36,585
562 562
10 10
17,758 93,111 36,250 137,887 907 285,913
The Company has previously defaulted on the repayment of the unsecured fixed rate notes. The Company has also obtained a standstill of repayment of financial liabilities to its principal bank creditors and all other unsecured creditors, except for those payables deemed essential for the continuation of the Companys day-to-day business or operations. Most of the financial liabilities are already due and payable. Please refer to note 2 for further details.
66

The expected contractual undiscounted cash (inflows)/outflows of financial liabilities, including interest payments and excluding the impact of netting agreements, are as follows: Cash flows Within 1 year $000 After 1 year but within 5 years $000
Group 2010 Non-derivative financial liabilities Financial liabilities Trade and other payables Recognised financial liabilities Financial guarantees
More than 5 years $000
Total $000
316,666 119,795 436,461 87,615 524,076
1,086 739 1,825 1,825
2,197 2,197 2,197
319,949 120,534 440,483 87,615 528,098
2009 Non-derivative financial liabilities Financial liabilities Trade and other payables
380,160 105,278 485,438
3,731 1,682 5,413
6,949 6,949
390,840 106,960 497,800
Company 2010 Non-derivative financial liabilities Financial liabilities Trade and other payables Recognised financial liabilities Financial guarantees
279,394 79,153 358,547 73,630 432,177
316 316 316
279,710 79,153 358,863 73,630 432,493
2009 Non-derivative financial liabilities Financial liabilities Trade and other payables
300,168 54,647 354,815
597 597
11 11
300,776 54,647 355,423
18.
Provisions
2010 Warranties Restructuring $000 $000 Group At 1 April Provision made Provision utilised At 31 March Company At 1 April Provision made Provision utilised At 31 March 2009 Warranties Restructuring $000 $000
Total $000
Total $000
504 610 (123) 991
3,003 (861) 2,142
3,507 610 (984) 3,133
1,292 691 (1,479) 504
703 6,196 (3,896) 3,003
1,995 6,887 (5,375) 3,507
3,003 (861) 2,142
3,003 (861) 2,142
6,196 (3,193) 3,003
6,196 (3,193) 3,003

67

18. Provisions (contd)
Warranties The provision for warranties is based on estimates made from historical warranty data associated with similar products and services. Restructuring Provision for restructuring, which include the estimated cost of closure of business locations in certain markets, was made by the Group and the Company in relation to the implementation of the restructuring plan (see also note 2).
19.
Trade and other payables

Group 2010 $000 Trade payables Accrued operating expenses Deposits from customers Advance payment by customers Amount due to a director Other payables Amount due to subsidiaries trade non-trade 42,244 32,831 4,384 810 5,991 33,535 119,795 2009 $000 39,697 20,831 4,415 705 5,991 33,639 105,278 Company 2010 2009 $000 $000 182 22,033 301 5,991 24,987 17,176 8,483 79,153 1,773 7,225 283 5,991 24,542 7,664 7,169 54,647
Payables denominated in currencies other than the respective Groups entities and Companys functional currencies include $15,283,000 (2009: $12,954,000) and $170,000 (2009: $6,129,000) of trade payables denominated in US dollars respectively. Amount due to a director represents unsecured loan and is repayable on demand. Interest rate charged is pegged to the interest rate of a local financial institution. As at the balance sheet date, the effective interest rate per annum is Nil (2009: 3.6%). The basis on which liabilities are currently recorded in the accounting records of the Company and its subsidiaries is described in note 2 of these financial statements.
68

20. Loss for the year
The following (gains)/losses have been included in arriving at the loss for the year: Group Note 2010 $000 3,282 636 2,964 12 13 (41,985) (1,199) (313) 8 58 4,021 2009 $000 118 (128) (1) 19 3 35,250 (1,233) (193) 17 116 9,371
Loss on disposal of property, plant and equipment Loss / (gain) on disposal of investment properties Loss on disposal of subsidiary Gain on disposal of quoted available-for-sale investments Non-audit fees paid to: auditors of the Company other auditors Exchange (gain) / loss, net Rental income: from investment properties others Operating expenses on investment properties Amortisation of intangible assets Bad debts written off Allowance for: doubtful receivables - trade - non-trade inventories obsolescence Impairment loss on: property, plant and equipment goodwill on consolidation trade marks and rights available-for-sale investment unquoted equity investments Operating lease expenses Contributions to defined contribution plans included in staff costs Jobs grant received Changes in fair value of property, plant and equipment Changes in fair value of investment properties
13 13
4,084 280 4,228 4,556 20,389 2,044 (921) (47)
93,614 4,178 14,760 7,150 2,806 4,060 5,805 21,489 3,047 (131) 1,357 2,457
5 8 8
5 6
69

21 Finance income and expense
Group 2010 $000 Interest income from: bank deposits others Finance income Interest expense on: bank term loans bills payable and trust receipts fixed rate notes finance lease liabilities amount due to a director others Finance expense Net finance costs 397 1,263 1,660 2009 $000 474 1,518 1,992
(9,825) (5,358) (1,557) (238) (1,058) (18,036) (16,376)
(8,741) (6,778) (1,753) (423) (214) (3,503) (21,412) (19,420)
22.
Income tax expense

Group Note 2010 $000 2009 $000
Current tax expense Current year Under provision in prior years Deferred tax expense Origination and reversal of temporary differences Reduction in tax rate Over provision in prior year 11 Income tax expense Reconciliation of effective tax rate Loss before income tax Income tax using domestic tax rate at 17% Effect of changes in tax rate Effect of concessionary tax rate of 10% Effect of tax rates in foreign jurisdictions Non-deductible expenses Tax exempt revenue Utilisation of previously unrecognised tax benefits Tax benefits not recognised Over provision in prior years (net)
1,849 336 2,185 5,168 (3,136) 2,032 4,217
2,151 2,151 3,484 190 (782) 2,892 5,043
(1,073) (182) 1,863 3,382 8,942 (314) (12,986) 6,312 (2,800) 4,217
(242,833) (41,282) 190 11,800 (10,658) 4,668 (609) 41,716 (782) 5,043
70

22. Income tax expense (contd)
The Global Traders Programme (GTP) which was awarded to the Company by the International Enterprise Singapore Board (IES) on 8 May 2003, had been subsequently renewed for a further period of five years commencing from 1 October 2007. IES also awarded the GTP status to a wholly-owned subsidiary of the Company for a period of five years commencing from 1 September 2007. With this GTP incentive, both the Company and the subsidiary concerned enjoy a concessionary tax rate of 10% on their qualifying income.
23.
Earnings per share (basic and diluted)

Group 2010 $000 Basic earnings per share is based on: Loss attributable to equity holders of the Company 2009 $000
(4,120)
(249,059)
2010 2009 No. of shares No. of shares 000 000 Issued ordinary shares at beginning of the year and weighted average number of ordinary shares at end of the year
816,541
816,541
24.
Segment reporting
The Group has four reportable segments, as described below, which are the Groups strategic business units. The strategic business units offer different products or services, and are managed separately. For each of the strategic business units, the Chairman and CEO reviews internal management reports on monthly basis. The following summary describes the operations in each of the Groups reportable segments: Retail and distribution: The retailing and distribution of consumer electronics, furniture and furnishing products to the public, distributors and dealers. Trading: The sourcing and onward selling of consumer electronics products to trading customers. Warehousing and logistics services: Provision of warehousing and logistics services. Other business: The trading and processing of seafood products.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Chairman and CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arms length basis.
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24. Segment reporting (contd)
Business segments Warehousing and logistics services $000
Retail and distribution $000 2010 Revenue and expenses Total revenue from external customers Inter-segment revenue Total revenue Finance revenue Finance expense Depreciation Amortisation of intangible assets Reportable segment profit / (loss) before income tax Other material non-cash item Impairment losses on: other investments Assets and liabilities Reportable segment assets Capital expenditure Segment liabilities 238,077 4,523 357,221 497,621 497,621 1,443 (15,088) (6,510) (58) 18,872
Trading $000
Other business $000
Consolidated total $000
35,916 35,916 214 (2,769) (315) (11,051)
5,162 8,023 13,185 3 (4) (109) 461
1,161 1,721 2,882 (175) (21) (7,684)
539,860 9,744 549,604 1,660 (18,036) (6,955) (58) 598
(4,556)
(4,556)
20,597 40 66,470
1,112 30 2,032
8,493 41 1,119
268,279 4,634 426,842
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Warehousing and logistics services $000
Retail and distribution $000 2009 Revenue and expenses Total revenue from external customers Inter-segment revenue Total revenue Finance revenue Finance expense Depreciation Amortisation of intangible assets Reportable segment profit / (loss) before income tax Other material non-cash items Impairment losses on: property, plant and equipment goodwill on consolidation trade marks and rights other investments Assets and liabilities Reportable segment assets Capital expenditure Segment liabilities 292,370 7,650 403,659 633,214 633,214 1,813 (17,787) (7,617) (116) (213,715)
Trading $000
Other business $000
Consolidated total $000
101,234 101,234 177 (3,418) (325) (29,048)
7,856 5,633 13,489 2 (6) (169) 1,089
3,334 3,334 (201) (23) (258)
745,638 5,633 751,271 1,992 (21,412) (8,134) (116) (241,932)
(7,150) (2,806) (4,060) (5,805)
(7,150) (2,806) (4,060) (5,805)
31,559 75 73,597
1,338 15 2,412
5,943 26 812
331,210 7,766 480,480
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Reconciliations of reportable segment revenues, profit and loss, assets and liabilities and other material items: 2010 $000 Revenue Total revenue for reportable segments Elimination of inter-segment revenue Consolidated revenue Profit or loss Total profit/(loss) before tax for reportable segments Elimination of inter-segment profits Consolidated loss before income tax Assets Total assets for reportable segments Other assets Consolidated total assets Liabilities Total liabilities for reportable segments Other liabilities Consolidated total liabilities 2009 $000
549,604 (9,744) 539,860
751,271 (5,633) 745,638
598 (1,671) (1,073)
(241,932) (901) (242,833)
268,279 90,556 358,835
331,210 86,740 417,950
426,842 2,810 429,652
480,480 1,909 482,389
Reportable Consolidated segment total Adjustment total $000 $000 $000 2010 Other material items Finance income Finance expense Capital expenditure Depreciation and amortisation Impairment loss on other investment 2009 Other material items Finance income Finance expense Capital expenditure Depreciation and amortisation Impairment losses on: property, plant and equipment goodwill on consolidation trade marks and rights other investments
1,660 (18,036) 4,720 (7,013) (4,556)
1,660 (18,036) 4,720 (7,013) (4,556)
1,992 (21,412) 7,766 (8,250) (7,150) (2,806) (4,060) (5,805)
1,992 (21,412) 7,766 (8,250) (7,150) (2,806) (4,060) (5,805)
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Geographical segments In presenting information on the basis of geographical segments, segment revenue is based on a geographical location of customers. Segment non-current assets are based on the geographical location of the assets. Geographical segments are analysed by 4 principal geographical areas as follows: Geographical information Non-current assets $000 128,550 14,409 9,923 152,882
Revenue $000 2010 ASEAN East Asia and other countries Africa and Middle East CIS, Russia and Eastern Europe 277,530 97,945 58,332 106,053 539,860
2009 ASEAN East Asia and other countries Africa and Middle East CIS, Russia and Eastern Europe
383,026 97,784 83,067 181,761 745,638
140,193 15,373 10,902 9,222 175,690
25.
Liquidation of subsidiaries
During the financial year, the Group and the Company liquidated the following subsidiaries, (i) Dai-Ichi Pte Ltd, (ii) Pick & Pay (Thailand) Ltd and (iii) Akitron Electronics (Pty) Ltd. The effects of liquidation of subsidiaries are set out below: Carrying amounts $000
Note Net assets liquidated Cash and cash equivalents Trade and other receivables Property, plant and equipment Investment properties Inventories Trade and other payables Financial liabilities Current tax payables Deferred tax assets Deferred tax liabilities Net identifiable assets liquidated Loss on disposal of subsidiaries Cash proceeds from disposal Less: Cash and cash equivalents in subsidiaries liquidated Net cash inflow on disposal
275 4,170 5,145 3,650 1,720 (4,392) (4,047) (91) 96 (28) 6,498 (2,964) 3,534 967 4,501
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26. Acquisition of subsidiaries
There were no acquisitions of subsidiaries in the current financial year. In the previous financial year, the Company completed the injection of its entire stake in its 100% owned subsidiary, TEAC Australia Pty Ltd into TTA Holdings Limited, which had been re-listed on the Australia Securities Exchange on 30 May 2008. The Company has held 85.5% effective shareholding in TTA Holdings Limited since its re-listing. The effects of acquisition of subsidiaries are set out below: Acquisitions in financial year 2009 Carrying amounts $000 Fair value Recognised adjustments values $000 $000
Note
Net assets acquired Trade and other receivables Trade and other payables Provision for taxation Net identifiable liabilities Minority interests Goodwill on acquisition Consideration paid in cash
826 (241) (530) 55 8
(826) 37 (789)
(204) (530) (734) (910) 3,443 1,799
Pre-acquisition carrying amounts were determined based on applicable FRSs immediately before the acquisition. The values of assets, liabilities, and contingent liabilities recognised on acquisition are their estimated fair values.
27.
Financial risk management

Overview As disclosed in notes 2 and 17 to the financial statements, the Groups and the Companys financial position, and consequently the financial risk management and liquidity position, is dependent on the successful implementation of the scheme of arrangement with its creditors. Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Groups risk management process to ensure that an appropriate balance between risk and control is achieved. The Board of Directors reviews and agrees the risk management policies and systems regularly to reflect changes in market conditions and the Groups activities. The Audit Committee provides independent oversight to the effectiveness of the risk management process. Credit risk The Group has a credit policy in place which establishes credit limits for customers and monitors their balances on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. Cash and fixed deposits are placed with banks and financial institutions which are regulated. At the balance sheet date, there is no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.
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27. Financial risk management (contd)
Liquidity risk The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to meet the Groups operating commitments. Market risk Market risk exists due to changes in market prices that will affect the Groups income or the value of its holding in investments. The objective of the Groups market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return on risk. At the reporting date, the Group is not subject to significant equity-price risk. Interest rate risk The Groups exposure to changes in interest rates relates primarily to the Groups interest-bearing liabilities and interest-earning assets. These comprise mainly interest bearing borrowings and deposits in financial institutions. The Group adopts a policy of constantly monitoring movements in interest rates. Sensitivity analysis For the financial year ended 31 March 2010, a general increase of interest rates by 50 basis points, with all other variables held constant, would increase the Groups loss before tax (2009: increase net loss before tax) by $1,329,000 (2009: $1,656,000). Similarly, a general decrease of interest rates by 50 basis points will have the equal but opposite effect. For the financial year ended 31 March 2010, a general increase of interest rates by 50 basis points, with all other variable held constant, would increase the Companys loss before tax by $1,140,000 (2009: $1,274,000). Similarly, a general decrease of interest rates by 50 basis points will have the equal but opposite effect. Foreign currency risk The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in foreign currencies, primarily in United States dollars. The Groups policy is to hedge its foreign currency exposure naturally by transacting its sales and purchases in the same currency to the extent possible. The Group hedges part of its foreign currency exposure arising from those foreign currency transactions that are not naturally hedged, when it deems fit, using forward foreign exchange contracts. At 31 March 2010, the Group has outstanding forward exchange contracts with notional principal amounts of approximately $3,301,000 (2009: $24,972,000). The Company has no outstanding forward exchange contracts at 31 March 2010 and at 31 March 2009. Sensitivity analysis For the financial year ended 31 March 2010, a 3% strengthening of Singapore dollar against the foreign currencies that the Group is exposed to at the reporting date would decrease the Groups net loss before tax (2009: decrease net loss before tax) by $3,065,000 (2009: $6,165,000). Similarly, a 3% weakening of the Singapore dollar, assuming all other variables remain constant, will have the equal but opposite effect. For the financial year ended 31 March 2010, a 3% strengthening of Singapore dollar against the foreign currencies that the Company is exposed to at the reporting date would decrease the Companys net loss before tax by $2,549,000 (2009: $4,635,000). Similarly, a 3% weakening of the Singapore dollar, assuming all other variables remain constant, will have the equal but opposite effect.
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27. Financial risk management (contd)
Fair value hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: nputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., i as prices) or indirectly (i.e., derived from prices) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Level 1 $000 Group 31 March 2010 Quoted equity securities Derivative financial liabilities Level 2 $000 Level 3 $000 Total $000
2,957 -
427
2,957 427
The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments of the Group and Company: Estimation of fair values Derivatives Marked to market valuations of the forward exchange contracts are provided by the banks. Investments in quoted equity securities The fair value of available-for-sale quoted equity securities is determined by reference to their quoted bid prices at the reporting date. Interest-bearing loans and borrowings The carrying value of interest-bearing loans and borrowings approximate their fair values, because they are either short term in nature or reprice frequently. Other financial assets and liabilities The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) approximate their fair values, because of the short period to maturity. All other financial assets and liabilities are discounted to determine their fair values.
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28. Commitments
(a) Lease commitments The Group leases a number of warehouse and office facilities under operating leases. The leases run for an initial period of 2 to 10 years, with an option to renew after that date. Lease payments are usually increased annually to reflect market rentals. As at 31 March 2010, the Group has commitments for future minimum lease payments under non-cancellable operating leases as follows: Group 2010 $000 Payable: Within 1 year After 1 year but within 5 years After 5 years 2009 $000
9,856 7,425 2,833 20,114
16,883 45,557 364 62,804
In the previous financial year, the commitments for future minimum lease payments of the Group include rent payable under a sale and leaseback transaction (note 29) for a period of 10 years, which include annual land rent of $874,000. The sale and leaseback agreement was terminated on 31 March 2010. The Group sub-leases out its leased warehouse and office facilities. Non-cancellable operating lease rentals are receivable as follows: Group 2010 $000 Receivable Within 1 year After 1 year but within 5 years 2009 $000
1,346 686 2,032
6,885 1,926 8,811
(b)
Capital commitments Group and Company 2010 2009 $000 $000 Commitments for development of property contracted but not provided for in the financial statements
206,000
210,000
29.
Contingent liabilities
As at 31 March 2010, (i) The Company had provided unsecured guarantees amounting to $69,918,000 (2009: $69,730,000) to banks in respect of credit facilities granted to its subsidiaries. The facilities utilised by the subsidiaries as at 31 March 2010 amounted to $17,009,000 (2009: $36,434,000). One of the subsidiaries in the Group had provided unsecured guarantees amounting to $13,985,000 (2009: $13,666,500) to a bank in respect of credit facilities granted to its subsidiary. The facilities were fully utilised as at 31 March 2010 and 2009.
(ii)
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29. Contingent liabilities (contd)
(iii) The Company had provided an insurance bond issued by First Capital Insurance Pte Ltd (FCI) to Ascendas REIT (AREIT) as a security deposit equivalent to one year rental in relation to the sale and leaseback arrangement (SLA) entered into between the Company and AREIT. Following the Companys partial termination of the SLA for the office space on 31 March 2010, the landlord, AREIT, has called upon the insurance bond provided by FCI for the payment of $6.8 million, being the equivalent of one year rental and other charges and other penalties claimed. Discussions between the Company, FCI and AREIT are still ongoing. The amount has not been accrued in the financial statements as the event occurred after the balance sheet date.
30.
Related parties
Key management personnel compensation Key management personnel compensation comprised: Group 2010 $000 Short-term employee benefits Contributions to defined contribution plans 1,704 43 2009 $000 2,248 45
Remuneration paid to key management personnel includes salaries, fees, bonuses and other benefits-in-kind. Key management personnel comprise the Board of Directors and other key/senior management staff. Transactions with Group companies In common with many Group companies, the Company and its subsidiaries often carry out transactions with each other and on behalf of each other. On an on-going basis, the Company continues to work with its subsidiaries to develop new brands and trade marks, enhancement of the aesthetic design, sourcing, marketing and distribution for the Groups products, as well as acquire and grow businesses whose value could be realised via future sale or listing or similar corporate restructuring.
31.
Dividends
A one-tier tax exempt ordinary final dividend of 0.20 cents per share amounting to $1,633,000 was declared in respect of the financial year ended 31 March 2008. The net dividend payable after the 50% dividend entitlement renounced by two majority shareholders was $1,200,000. As disclosed in note 17 to the financial statements, the Company has applied for a standstill of payments except for payables deemed essential for the continuation of the Companys day-to-day operations. As at 31 March 2010, the net dividend of $1,200,000 (2009: $1,200,000) has not been paid to the entitled shareholders and has been recognised in other payables of the Group and the Company. The Directors do not propose any dividend in respect of the financial year ended 31 March 2010.
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Shareholding Statistics
As at 31 August 2010
No of Issued Shares Class of shares Voting rights 816,541,501 Ordinary shares On a show of hands : 1 vote for each member On a poll : 1 vote for each ordinary share
Analysis Of Shareholdings
No. of Shareholders 263 817 2,625 52 3,757
Range of Shareholdings 1 - 999 1,000 - 10,000 10,001 - 1,000,000 1,000,001 and above
% 7.00 21.75 69.87 1.38 100.00
No. of Shares 62,704 4,845,616 203,832,484 607,800,697 816,541,501
% 0.01 0.59 24.96 74.44 100.00
Shareholdings Held in Hands of Public

41% of the issued ordinary shares of the Company is held by the public and therefore Rule 723 of the Listing Manual is complied with.
Top 20 Shareholders
No. Name of Shareholders 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 KBC Bank N.V. Sng Sze Hiang Tong Jia Pi Julia United Overseas Bank Nominees Pte Ltd Viking Offshore And Marine Limited Winmark Investments Pte Ltd Phillip Securities Pte Ltd Koh Pau Moy DBS Nominees Pte Ltd Daw May Yee @ Htout Kyain June Yap Choon Hong Zeng Xiaohui OCBC Securities Private Ltd Sng Chiap Guan @ Seng Ah Tee OCBC Nominees Singapore Pte Ltd DBS Vickers Securities (S) Pte Ltd Low Hwa Beng HSBC (Singapore) Nominees Pte Ltd Kim Lee Tee Investments Pte Ltd Truong Kinh Minh No. of Shares 131,000,000 124,963,583 100,454,245 90,011,330 34,734,300 12,416,000 9,448,742 7,669,000 6,285,787 5,850,000 4,839,000 4,569,100 4,116,150 3,954,600 3,368,000 3,353,300 2,942,000 2,815,200 2,808,000 2,632,000 558,230,337 % 16.04 15.30 12.30 11.02 4.25 1.52 1.16 0.94 0.77 0.72 0.59 0.56 0.50 0.48 0.41 0.41 0.36 0.34 0.34 0.32 68.33
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Shareholding Statistics
As at 31 August 2010 SUBSTANTIAL SHAREHOLDERS OF THE COMPANY
Other shareholdings in which the substantial shareholder is deemed to have an interest No. of Percentage Shares (%) 100,454,245 255,963,583 *116,734,300 12.30 31.35 14.30
Substantial Shareholder
Shareholdings beneficially held by the substantial shareholder No. of Shares Percentage (%) 255,963,583 100,454,245 116,734,300 31.35 12.30 14.30 -
1. Sng Sze Hiang 2. Tong Jia Pi Julia 3. Viking Offshore And Marine Limited 4. Lim Andy *
Mr Lim Andy is deemed interested in the shares (beneficially held by Viking Offshore And Marine Limited) by virtue of Section 7 of the Companies Act, Cap. 50.
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Supplementary Information
Major property held for development:
Location Description Intended use Stage of completion Expected date of completion Note 1 Site area Approximate gross floor areas (sqm) 110,000 sqm Groups effective interest (%) 100
Jurong East Street 11
8-Storey retail & warehouse complex
Retail & warehouse
Piling completed
5.6 hectares
Note 1 Since the previous financial year, the construction activities of the property has been temporarily suspended pending finalisation of the terms of the scheme of arrangement as part of its restructuring plan as described in note 2 to the financial statement.
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Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at 47 Sungei Kadut Avenue Singapore 729670 on 30 September 2010 at 3 p.m. to transact the following business :-
Ordinary Business
1 To receive and consider the audited accounts for the year ended 31 March 2010 and the reports of the Directors and Auditors thereon. To approve Directors Fees of S$90,000/- for the year ended 31 March 2010. To re-elect the following Directors retiring by rotation in accordance with Article 93 of the Companys Articles of Association:(a) (b) 4 Mr Raymond Koh Bock Swi [See Explanatory Note (a)] Mr Yo Nagasue [See Explanatory Note (b)]
2 3
To re-appoint KPMG LLP as Auditors and to authorise the Directors to fix their remuneration.
Special Business
5 5(a) To consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:(1) That pursuant to Section 161 of the Companies Act (Cap. 50) and the rules of the listing manual (Listing Manual) of the Singapore Exchange Securities Trading Limited (SGX-ST), authority be and is hereby given to the Directors of the Company to:(i) (ii) issue shares in the capital of the Company (Shares) (whether by way of rights, bonus or otherwise); and/or make or grant offers, agreements or options (collectively Instruments) that might or would require Shares to be issued, including but not limited to the creation and issue of warrants, debentures or other instruments convertible or exchangeable into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and (2) notwithstanding the authority conferred by this resolution may have ceased to be in force, issue Shares in pursuance of any Instrument made or granted by the Directors while this resolution is in force, PROVIDED THAT: (i) the aggregate number of Shares to be issued pursuant to this resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this resolution but excluding Shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 50 per cent (unless sub-paragraph (iii) below applies) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below), of which the aggregate number of Shares to be issued other than on a prorata basis to shareholders of the Company (including Shares to be issued in pursuance of Instruments made or granted pursuant to this resolution but excluding Shares which may be issued pursuant to any adjustments effected under any relevant Instrument) does not exceed 20 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (ii) below); subject to such manner of calculation as may be prescribed by the SGX-ST, for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (i) above: (a) the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this resolution, after adjusting for:
(ii)
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(aa) new Shares arising from the conversion or exercise of any convertible securities and share options that have been issued pursuant to any previous shareholders approval and which are outstanding as at the date of the passing of this resolution; and any subsequent bonus issue, consolidation or subdivision of Shares; and in relation to an Instrument, the number of Shares shall be taken to be that number as would have been issued had the rights therein been fully exercised or effected on the date of the making or granting of the Instrument;
(bb) (b)
(iii)
the 50 per cent limit in sub-paragraph (i) above may be increased to 100 per cent for issues of Shares pursuant to this resolution by way of a renounceable rights issue where shareholders with registered addresses in Singapore are given the opportunity to participate in the same on a pro-rata basis (Renounceable Rights Issue); in exercising the authority conferred by this resolution, the Company shall comply with the requirements imposed by the SGX-ST from time to time and the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company for the time being; and unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue in force until the conclusion of the next general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (c)]
(iv)
(v)
5(b)
That subject to and pursuant to the share issue mandate in Resolution no. 5(a) being obtained, authority be and is hereby given to the directors of the Company to issue Shares on a non pro-rata basis at a discount of not more than 20 per cent to the weighted average price of the Shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST), PROVIDED THAT: (i) in exercising the authority conferred by this resolution, the Company shall comply with the requirements imposed by the SGXST from time to time and the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association of the Company for the time being; and unless revoked or varied by the Company in general meeting, the authority conferred by this resolution shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (d)]
(ii)
5(c)
That approval be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the TT International Employees Share Option Scheme (the Option Scheme) (including options over shares at a subscription price per share set at a discount to the market price of a share), and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options under the Option Scheme, provided that the total number of shares issued and issuable in respect of all options granted thereunder and all awards granted under the TT International Performance Share Plan shall not exceed 15 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time. [See Explanatory Note (e)] That approval be and is hereby given to the Directors to offer and grant awards in accordance with the provisions of the TT International Performance Share Plan (the Share Plan), and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the granting of the awards under the Share Plan provided that the total number of shares issued and issuable in respect of all awards granted thereunder and all options granted under the Option Scheme shall not exceed 15 per cent. of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time. [See Explanatory Note (f)]
5(d)
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6. To transact any other business which may properly be transacted at an Annual General Meeting.
BY ORDER OF THE BOARD
KOH SOCK TIN COMPANY SECRETARY Singapore, Date : 15 September 2010
Proxies :A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. An instrument appointing a proxy must be deposited at the Companys registered office at 47 Sungei Kadut Avenue Singapore 729670 not less than 48 hours before the time appointed for holding the Meeting.
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Notes :(a) Mr Raymond Koh Bock Swi, if re-elected, will remain as Chairman of the Audit Committee and will be considered as an independent director. Mr Yo Nagasue, if re-elected, will remain as a member of the Audit Committee and will be considered as an independent director. Resolution no. 5(a), if passed, will empower the Directors from the date of the above Meeting until the date of the next Annual General Meeting, to issue shares and convertible securities in the Company up to a number not exceeding in total 50 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company, with a sub-limit of 20 per cent for issues other than on a pro rata basis to shareholders, as more particularly set out in the resolution. The authority for 100 per cent Renounceable Rights Issue is proposed pursuant to the SGX-ST news release of 19 February 2009 (the Press Release) which introduced further measures to accelerate and facilitate listed issuers fund raising efforts. The Press Release states that this new measure regarding the 100 per cent. Renounceable Rights Issue will be in effect until 31 December 2010 when it will be reviewed by the SGX-ST. (d) Resolution no. 5(b), if passed, will empower the Directors to issue shares in the capital of the Company on a non pro-rata basis pursuant to Resolution no. 5(a), at a discount of not more than 20 per cent. (the Discount) to the weighted average price of the shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST). This authority to issue shares at the Discount is also proposed pursuant to the Press Release which states that this new measure will be in effect until 31 December 2010 when it will be reviewed by the SGX-ST. Resolution no. 5(c), if passed, will empower the Directors to offer and grant options and to allot and issue shares in the capital of the Company pursuant to the exercise of the options under the Option Scheme. Resolution no. 5(d), if passed, will empower the Directors to offer and grant awards in accordance with the Share Plan and to issue shares in the capital of the Company pursuant to the granting of the awards under the Share Plan.
(b) (c)
(e)
(f)
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TT INTERNATIONAL LIMITED
(Incorporated in the Republic of Singapore) (Company Registration No. 198403771D)
IMPORTANT 1 For investors who have used their CPF monies to buy shares of TT International Limited, this report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2 This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
PROXY FORM
I/We __________________________________________________________, NRIC/Passport no. _______________________ of ____________________________________________________________________________________________________ being a member/members of TT International Limited hereby appoint Name Address NRIC/ Passport No. No. of Shares
and/or (delete as appropriate) Name Address NRIC/ Passport No. No. of Shares
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll at the Annual General Meeting of the Company to be held at 47 Sungei Kadut Avenue Singapore 729670 on 30 September 2010 at 3 p.m and at any adjournment thereof. (Please indicate with an X in the spaces provided whether you wish your vote(s) to be cast for or against the resolutions as set out in the Notice of Annual General Meeting. In the absence of specific directions, the proxy/proxies will vote or abstain as he/they may think fit, as he/ they will on any other matters arising at the Annual General Meeting.) No. Resolutions 1 2 3 To adopt the reports and accounts To approve directors fees To re-elect the following directors retiring under Article 93 :(a) (b) 4 5 Mr Raymond Koh Bock Swi Mr Yo Nagasue For Against
To re-appoint KPMG LLP as auditors Special Business 5(a) To authorise directors to issue shares pursuant to Section 161 of the Companies Act, Cap. 50 5(b) To authorise directors to issue shares other than on a pro-rata basis at a discount not exceeding 20 per cent 5(c) To authorise directors to offer and grant awards and issue shares pursuant to the TT International Employees Share Option Scheme 5(d) To authorise directors to offer and grant awards and issue shares pursuant to the TT International Performance Share Plan
Dated this _____ day of ________________ 2010 Total Number of Shares Held ____________________________________ Signature(s) of Member(s) or Common Seal
IMPORTANT PLEASE READ NOTES OVERLEAF 1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50), you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited at the Companys registered office at 47 Sungei Kadut Avenue Singapore 729670 not less than 48 hours before the time appointed for the meeting. Where a member appoints more than one proxy, he shall specify the number of shares to be represented by each proxy, failing which, the appointment shall be deemed to be in the alternative. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under the hand of its attorney or by an officer on behalf of the corporation. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney or other authority, the power of attorney or authority or a notarially certified copy thereof must be lodged with the instrument of proxy, failing which the instrument of proxy may be treated as invalid. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the meeting, in accordance with Section 179 of the Companies Act, Cap. 50. The Company shall be entitled to reject an instrument of proxy which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
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TT International 2010 Annual Report

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494.2 213.

Company Secretary Registrars and Transfer Office

TT International Limited 2010 Annual Report

Corporate Governance Report

Boards Conduct of its Affairs

Audit Committee Meetings 3 3 2 3

TT International Limited 2010 Annual Report

Corporate Governance Report

Role of Chairman and Chief Executive Officer

TT International Limited 2010 Annual Report

Corporate Governance Report

Remuneration Committee Procedures for Developing Remuneration Policies

TT International Limited 2010 Annual Report

Corporate Governance Report

TT International Limited 2010 Annual Report

Corporate Governance Report

Accountability and Audit

TT International Limited 2010 Annual Report

Corporate Governance Report

Communication with Shareholders

Greater Shareholder Participation

TT International Limited 2010 Annual Report

Corporate Governance Report

Interested Person Transactions

TT International Limited 2010 Annual Report

Profile Of Directors / Key Management Personnel

PROFILE OF INDEPENDENT DIRECTORS

TT International Limited 2010 Annual Report

Profile Of Directors / Key Management Personnel

TT International Limited 2010 Annual Report

255,963,583 170,068,245 195,000 195,000 1,628,000 131,000,000 39,156,000 688,000

255,963,583 100,454,245 195,000 195,000 1,628,000 131,000,000 688,000

255,963,583 100,454,245 195,000 195,000 1,628,000 131,000,000 688,000

TT International Limited 2010 Annual Report

TT International Limited 2010 Annual Report

TT International Limited 2010 Annual Report

TT International Limited 2010 Annual Report

TT International Limited 2010 Annual Report

On behalf of the Board of Directors

Sng Sze Hiang Director

Tong Jia Pi Julia Director

TT International Limited 2010 Annual Report

On behalf of the Board of Directors

Sng Sze Hiang Director

Tong Jia Pi Julia Director

TT International Limited 2010 Annual Report

Independent Auditors Report

TT International Limited 2010 Annual Report

Independent Auditors Report

Singapore 10 September 2010

TT International Limited 2010 Annual Report

123,399 6,777 15,652 2,957 4,097 152,882

132,822 19,580 15,710 1,576 1,108 4,894 175,690

87,239 17,752 104,991

82,799 27,733 110,532

74,411 120,403 11,139 205,953 358,835

83,501 132,512 26,247 242,260 417,950

19 136,019 358 136,396 241,387

22 158,010 337 158,369 268,901

140,563 (215,070) (74,507) 3,690 (70,817)

140,563 (209,318) (68,755) 4,316 (64,439)

140,563 (245,562) (104,999) (104,999)

140,563 (215,401) (74,838) (74,838)