Unaudited Full Year Financial Statements and Dividend...

Unaudited Full Year Financial Statements and Dividend Announcement for the financial year ended 31 December 2009

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Natural Cool Holdings Limited. (Registration Number: 200509967G) This announcement and its content have been reviewed by the Company's sponsor, CNP Compliance Pte Ltd ("Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (“SGX-ST”). The Sponsor has not independently verified the contents of this announcement. This announcement has not been approved or examined by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Pradeep Kumar Singh, at 36 Carpenter Street, Singapore 059915, telephone: (65) 6323 8383; email: [email protected]. PART I – INFORMATION REQUIRED FOR ANNOUNCEMENTS OF FULL YEAR RESULT 1(a) (i) An income statement (for the group) together with a comparative statement for corresponding period of the immediately preceding financial year CONSOLIDATED INCOME STATEMENT

Group Year Ended 31 December

2009

2008

Increase/

(Decrease) S$’000 S$’000 %

Continuing operations Revenue 123,713 104,293 18.62 Cost of sales (93,804) (79,535) 17.94 Gross profit 29,909 24,758 20.81 Other income 1,836 2,505 (26.71) Distribution costs (5,856) (4,844) 20.89 Administrative expenses (19,501) (13,363) 45.93 Other expenses (1,255) (3,062) (59.01) Results from operating activities 5,133 5,994 (14.36) Finance costs (3,050) (1,816) 67.95 Profit before income tax 2,083 4,178 (50.14) Income tax expenses (992) (1,351) (26.57) Profit from continuing operations 1,091 2,827 (61.40) Discontinued operation Loss from discontinued operation (net of income tax) (1,847) (505)

(265.74)

(Loss)/Profit for the year (756) 2,322 (132.56) Profit attributable to: Owner of Company (502) 2,368 (121.20) Minority interest (254) (46) 452.17 (Loss)/Profit for the year (756) 2,322 (132.56)


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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Group Year Ended 31 December

2009

2008

S$’000 S$’000

(Loss)/Profit for the year (756) 2,322 Other comprehensive income: Foreign currency translation differences for foreign operations

21 (139)

Total Comprehensive (Expense)/Income for the year

(735) 2,183

Attributable to: Owners of the Company (483) 2,296 Minority interest (252) (113) Total Comprehensive (Expense)/Income for the year

(735) 2,183


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1 (a) (ii) Other notes: Profit from operations is arrived at after charging/(crediting) the following items:

GROUP Continuing Operations

Year Ended 31 December

2009 2008 S$’000 S$’000 Interest income (52) (54) Amortisation of intangible assets 228 117 Impairment loss for receivables 614 1,274 Bad Debt written off 193 11 Depreciation for property, plant and equipment 2,553 1,464 Depreciation for investment properties 433 251 Disposal gain on discontinued operations (1,072) - Impairment loss for property, plant and equipment

102 -

Impairment loss for goodwill - 1,442 Loss on foreign exchange 213 78 Loss/(Gain)on disposal of property, plant and equipment

204 (8)

Gain on disposal of investment property (552) - Plant and equipment written off 132 207


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1 (b) (i) A balance sheet (for the issuer and group), together with a comparative statement as at the end of immediately preceding financial year. STATEMENTS OF FINANCIAL POSITION

Group Company

As at 31

December As at 31

December As at 31

December As at 31

December 2009 2008 2009 2008 S$’000 S$’000 S$’000 S$’000

Non-current assets Property, plant and equipment 48,355 17,038 - - Intangible assets(1) 3,920 1,172 - - Investment properties 12,694 14,424 - - Subsidiaries - - 11,227 11,427 64,969 32,634 11,227 11,427 Current assets Inventories 18,630 18,865 - - Trade and other receivables 38,004 43,027 15,827 10,963 Cash and cash equivalents 7,987 4,840 160 101 64,621 66,732 15,987 11,064 Non-current asset held for sale - 30,891 - - 64,621 97,623 15,987 11,064 Less: Current liabilities Trade and other payables 47,277 57,132 1,738 900 Provisions - 150 - - Financial liabilities 7,067 27,021 - - Current tax payable 1,015 974 4 56 55,359 85,277 1,742 956 Net current assets 9,262 12,346 14,245 10,108 Less: Non-current liabilities Financial liabilities 41,126 14,723 4,200 - Deferred tax liabilities 932 1,146 - - 42,058 15,869 4,200 - Net assets 32,173 29,111 21,272 21,535

Share capital 23,950 19,849 23,950 19,849 Reserves (2,288) (2,155) 1,176 1,328 Accumulated profits/ (loss) 10,018 10,520 (3,854) 358 Shareholders’ equity 31,680 28,214 21,272 21,535 Minority interest 493 897 - - Total equity 32,173 29,111 21,272 21,535

(1) Includes goodwill of $1.8 million arising from the acquisition of the Titans group which has been determined on

a provisional basis in accordance with the requirement of FRS103 - Business Combinations.


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1 (b) (ii) Aggregate amount of group’s borrowing and debt securities. Group

As at 31

December As at 31

December 2009 2008 S$’000 S$’000

Amount repayable in one year or less, or on demand Unsecured Bank overdrafts 2 1,896 Bridging loan 1,440 - Short-term loans 594 150 2,036 2,046 Secured Bank overdrafts 111 1,752 Short term loans 1,635 1,154 Construction loan - 19,897 Commercial property loan I 25 26 Commercial property loan II 18 19 Commercial property loan III - 169 Commercial property loan IV 404 431 Commercial property loan V 200 179 Commercial property loan VI 28 26 Commercial property loan VII 1,062 - Commercial property loan VIII 145 Term loan I 171 121 Term loan II - 97 Finance lease payables 1,232 1,104 5,031 24,975 7,067 27,021

Amount repayable after one year Unsecured Bridging loan 3,200 - Secured Commercial property loan I 311 344 Commercial property loan II 260 276 Commercial property loan III - 938 Commercial property loan IV 7,173 7,543 Commercial property loan V 1,694 1,936 Commercial property loan VI 83 114 Commercial property loan VII 19,109 - Commercial property loan VIII 2,200 - Term loan I 835 1,014 Term loan III 4,200 - Finance lease payables 2,061 2,558 37,926 14,723 48,193 41,744


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Details of any collateral The bank loans are secured on:- (i) property, plant and equipment, investment properties , workshop machineries and asset held for sale with

net book values as at 31 December 2009 of S$39,739,748, S$12,651,778, S$300,230 and S$NIL (FY2008: S$6,712,505, S$14,424,789, S$183,650 and S$30,890,551) respectively;

(ii) fixed deposit pledged amounted to S$1,514,813 (FY2008: S$1,514,186); (iii) fixed and floating charge on inventories and receivable amounted to S$265,404 and S$NIL (FY2008 :

S$1,878,754 and S$4,947,580); and (iv) corporate guarantee by Natural Cool Holdings Limited.

The finance lease payables are secured by motor vehicles, computers, equipments and machines under the lease.


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1 (c) A cash flow statement (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year. CONSOLIDATED STATEMENT OF CASH FLOW S

Group Full year ended 31 Dec 2009 2008

S$’000 S$’000 Operating activities (Loss)/Profit for the year (756) 2,322 Adjustments for: Amortisation of intangible assets 230 119 Amount receivable from profit guarantee - (2,062) Bad debt written off 252 42 Depreciation of property, plant and equipment 2,817 1,705 Depreciation of investment properties 433 251 Loss on disposal of plant and equipment 325 (8) Gain on disposal of investment property (552) - Gain on disposal of investment in subsidiaries (1,072) Impairment loss on goodwill - 1,442 Impairment loss on plant and equipment 103 Plant and equipment written off 272 207 Intangible assets written off 20 - Recovery of impairment loss of receivable (161) - Tax expenses 992 1,419 Interest expenses 3,208 2,025 Interest income (52) (61) 6,059 7,401 Changes in working capital: Inventories (355) (2,156) Trade and other receivables 6,878 (5,803) Trade and other payables (10,260) 2,430 Provision - (88) Cash flows from operations 2,322 1,784 Income taxes paid (968) (400) Cash flows from operating activities 1,354 1,384


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CONSOLIDATED STATEMENT OF CASH FLOW S (CONTINUED)

Group Full year ended 31 Dec 2009 2008

S$’000 S$’000 Investing activities Acquisition of subsidiaries, net of cash acquired 401 24 Disposal of subsidiaries, net of cash (24) - Interest received 52 61 Proceeds from disposal of property, plant and equipment

655 1,441

Proceeds from disposal of investment property 1,850 - Purchase of computer software (201) (104) Purchase of industrial operating right (110) (544) Purchase of investment properties - (11,888) Purchase of property, plant and equipment (3,191) (20,888) Cash flows from investing activities (568) (31,898) Financing activities Fixed deposit pledged to bank (1) (12) Interest paid (3,232) (2,025) Proceeds from issue of warrant of Company - 1,622 Proceeds from exercise of warrants of the Company 213 575 Expenses for issue of warrant (44) - Proceeds from issue of shares to minority shareholders of a subsidiary

- 100

Proceed from other borrowing 11,874 31,364 Repayment of bank borrowings (1,522) (702) Repayment of finance leases (1,492) (942) Cash flows from financing activities 5,796 29,980

Net increase/ (decrease) in cash and cash equivalents

6,582 (534)

Effect on changes in foreign exchange rate 99 17 Cash and cash equivalents at beginning of year (322) 195

Cash and cash equivalents at end of year

6,359 (322)

Cash and cash equivalents on balance sheet 7,987 4,840 Fixed deposit pledged to bank (1,515) (1,514) Bank overdrafts (113) (3,648)

Cash and cash equivalents in the statement of cashflows

6,359 (322)


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1(d) (i) A statement (for issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share capital

Capital reserve

Foreign currency

translation reserves

Warrants reserve

Accumulated profits

Total attributable

to equity holders of

the Company

Minority interest

Total equity

The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At 1 January 2008 18,981 (3,378) (33) - 8,152 23,722 700 24,422

Issue of warrants - - - 1,904 - 1,904 - 1,904

Warrants issue expenses - - - (282) - (282) - (282)

Exercise of warrants 868 - - (294) - 574 - 574

Issue of shares by a subsidiary - - - - - - 100 100

Acquisition of subsidiary - - - - - - 210 210

Total comprehensive income /(expenses) for the year

-

-

(72) -

2,368

2,296 (113)

2,183 At 31 December 2008 19,849 (3,378) (105) 1,328 10,520 28,214 897 29,111


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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTIN UED)

Share capital

Capital reserve

Foreign currency

translation reserves

Warrants reserve

Accumulated profits

Total attributable

to equity holders of

the Company

Minority interest

Total equity

The Group S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 At 1 January 2009 19,849 (3,378) (105) 1,328 10,520 28,214 897 29,111

Warrants issue expenses - - - (44) - (44) - (44)

Exercise of warrants 321 - - (108) - 213 - 213

Issue of shares for acquisition of subsidiary 3,780 - - - - 3,780 - 3,780

Disposal of subsidiary - - - - - - (152) (152)

Total comprehensive income /(expenses) for the year - - 19 - (502) (483) (252) (735) At 31 December 2009 23,950 (3,378) (86) 1,176 10,018 31,680 493 32,173


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STATEMENT OF CHANGES IN EQUITY (CONTINUED)

Share capital

Accumulated Profits/(loss)

Warrants reserve

Total equity

S$’000 S$’000 S$’000 S$’000

The Company

At 1 January 2008 18,981 204 - 19,185

Issue of warrants - - 1,904 1,904

Warrants issue expenses - - (282) (282) Exercise of warrants 868 - (294) 574 Total comprehensive income for the year

-

154

-

154

At 31 December 2008 19,849 358 1,328 21,535

Warrants issue expenses - - (44) (44) Exercise of warrants 321 - (108) 213 Issue of shares for acquisition of subsidiary

3,780

-

-

3,780

Total comprehensive expense for the year

-

(4,212)

-

(4,212)

At 31 December 2009 23,950 (3,854) 1,176 21,272


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1. (d) (ii) Details of any changes in the company’s share capital arising from right issue, bonus issue,

share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all outstanding convertibles as at the end of the current financial period reported on and as the end of the corresponding period of the immediately preceding financial year.

In June 2008, the Company issued 31,728,024 warrants at $0.06 per warrant on the basis of three warrants for every ten existing ordinary shares held which was listed on 2 July 2008. Each warrant entitles the warrant holder to subscribe for one new ordinary share in the Company at the exercise price of $0.10 per share on or before 1 July 2011. The new ordinary share will rank pari passu in all respects with the then existing ordinary shares, save for any dividends, rights, allotment or other distributions, the record date for which is on or before the relevant exercise date of warrants Group and Company 2009 2008 Warrants No. of warrants No. of warrants At 1 January 25,977,494 - Issue of new warrants 20,000,000 31,728,024 Exercise of warrants (2,123,171) (5,750,530) At 31 December 43,854,323 25,977,494

On 23 December 2009 , the Company has issued 20,000,000 warrants with exercise price of $0.20 each (“Warrant Issue”) to Frankland Investments Ltd (“FIL”).The Warrants Issue is part of the terms agreed with FIL for the extension of the Loan amount of $4,000,000 pursuant to the Loan Agreement and FIL will not be paying any further sums to the Company for such subscription to the Warrants. As such, the Warrant Issue will not raise any proceeds for the Company.

Where the Warrants are exercised by FIL, FIL will be entitled to offset the Loan towards the exercise price payable for the exercise of the Warrants. In such circumstances, no new proceeds will be raised. Where the Warrants are transferred by FIL to third parties, and where the Warrants are exercised by third parties, gross proceeds of S$0.20 per exercised Warrants will be raised. On the basis that FIL transfers all 20,000,000 Warrants to third parties and on the basis that such Warrants are fully exercised, gross proceeds of S$4,000,000 may be raised which will be used to offset FIL loan. The Company did not hold any treasury shares as at 31 December 2009.


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(d) (iii) To show the total number of issued shares excluding treasury shares as at the end of current financial period and as at end of immediately preceding year. Group and Company 2009 2008 Fully paid ordinary shares, with no par value

No. of shares No. of shares

At 1 January 111,510,610 105,760,080 Issue of new shares -exercise of warrants

2,123,171

5,750,530

-acquisition of subsidiary 21,000,000 - At 31 December 134,633,781 111,510,610

During the year, the Company has issued 21,000,000 shares as Consideration Shares for acquisition of Titans Power Holding Pte Ltd. Following therefrom and as part of the consideration for the acquisition, the Company has issued and allotted 10,000,000 ordinary shares in the Company, being the first tranche of the Consideration Shares, to the vendors in such proportions as specified against their respective names in Schedule 4 of the SPA (“First Tranche Consideration Shares”).

The second and remaining tranche of the Consideration Shares of 11,000,000 Ordinary Share in the Company (“Security Shares“) has been issued and allotted to DBS Bank Ltd as the custodian for the Securities Shares for the period commencing from the Completion Date to the date on which the Company’s written confirmation under Clause 7.7(b) or Clause 7.7(c) of the SPA is issued, whichever is earlier.

(d) (iv) A statement showing all sales, transfers, disposal, cancellation and/ or use of treasury shares as at the end of the current financial period reported on. Not applicable.

2. Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice.

The figures have neither been audited nor reviewed by the auditors.

3. Where the figures have been audited or reviewed, the auditors’ report (including any qualifications

or emphasis of a matter).

Not applicable.

4. Whether the same accounting policies and methods of computation as in the issuer’s most recently audited annual financial statements have been applied.

Except as disclosed in paragraph 5 below, the Group has applied the same accounting policies and methods of computation in the financial statements for the current reporting period as in those of the audited financial statements for the year ended 31 December 2008.


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5. If there are any changes in the accounting policies and methods of computation, including any

required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

The Group has adopted the new or revised Financial Reporting Standard (FRS) and the interpretation of FRS that become effective for the entities with financial period commencing 1 January 2009. Presently, the Group does not expect the adoption of the new or revised FRS and the interpretation of FRS to have any material impact on the financial statement.

6. Earning per ordinary share of the group for the current financial period reported on and the

corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends. Group Full year ended 31 December

2009 2008

Net (Loss)/Profit attributable to shareholders (S$’000)

(502)

2,368

Weighted average number of ordinary share in issue (No. of shares)-basic

113,500,641 109,422,728

Earnings per share (cents) - basic (0.44) 2.16 Weighted average number of ordinary share in issue (No. of shares)-diluted

117,497,397 120,902,841

Earnings per share (cents) - diluted (0.43) 1.96 Continuing operations Net (Loss)/Profit attributable to shareholders (S$’000)

1,345 2,842

Earnings per share (cents) - basic 1.19 2.60 Earnings per share (cents) - diluted 1.14 2.35

Discontinued operations Net Loss attributable to shareholders (S$’000)

(1,847) (474)

Earnings per share (cents) - basic (1.63) (0.44) Earnings per share (cents) - diluted (1.57) (0.39)


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7. Net asset value (for the issuer and group) per ordinary share based on issued share capital of the issuer at the end of the (a) current financial period reported on and (b) immediately preceding financial year.

Group Company As at 31

December As at 31

December As at 31

December As at 31

December 2009 2008 2009 2008 Net assets attributable to shareholders (S$’000)

31,680 28,214 21,272 21,535 Net asset value per share as at respective year (cents)

23.53 25.30 15.80 19.31 8. A review of the performance of the group, to the extent necessary for a reasonable understanding of

the group’s business. It must include a discussion of the following:-

(a) any significant factors that affected the turnover, cost, and earnings of the group for the current financial period reported on including (where applicable) seasonal or cyclical factors.

REVIEW OF RESULT OF OPERATIONS

The Group’s revenue rose marginally by approximately 6.35% from S$123.12 million in FY2008 to S$130.94 million in FY2009. Below is the segmental breakdown of Group’s revenue. Continuing Operations: - Business segment

2009

2008

Increase / (Decrease)

S$’000 S$’000 S$’000 % Aircon 68,345 66,494 1,851 2.78 Switchgear 53,266 40,530 12,736 31.42 Others Discountinued Operation:- Building Materials

2,102 123,713

7,224

827 107,851

15,265

1,275

(8,041)

154.17

(52.68)

130,937 123,116 7,821 6.35

Revenue from our Aircon division increased by approximately S$1.85 million, or 2.78% in FY2009. The increase of the revenue was contributed by the completion of air-conditioner installation project for certain hostel in Nanyang Technological University (“NTU”) to allow NTU to house the participants of the Youth Olympic Games in 2010. In addition, our success in securing the maintenance term contract for NTU also contributed to the increase in revenue for the Aircon division. This increase was partly offset by the reduction in demand in the retail segment of the Aircon division which was caused by the economic downturn experienced by our Group during 1H2009.


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Revenue from our Switchgear segment recorded impressive growth in FY2009 as compared to FY2008. The revenue increased by approximately S$12.74 million, or 31.42% in FY2009 which contributed mainly by the completion of the Resort World at Sentosa project. In addition, the newly acquired subsidiaries, Titans group of companies, also contributed to the increase of revenue of approximately S$5.02 million. Our Building Materials division revenue had decreased by S$8.04 million, or 52.68% in FY2009 as the operations were discontinued in 2H2009. Revenue from Others segment comprised of rental income generated from our properties located at Kranji and Benoi Crescent. Geographically, our operations in Singapore continued to benefit from the growth of the local construction industry and remained as our Group’s major revenue contributor, which accounted for 98.80% (FY2008: 98.40%) of the total Group’s revenue in FY2009. The gross profit increased by S$5.15 million, or 20.81%, from S$24.76 million in FY2008 to S$29.91 million in FY2009. Our gross profit margin in FY2009 improved marginally from 23.74% to 24.18%, as a result of savings from warehouse rental expenses when we moved our operations and warehousing into our new corporate building in Tai Seng in late 2008.

Other income decreased by approximately S$669,000 in FY2009, from S$2.51 million in FY2008 to S$1.84 million in FY2009 attributed largely to a recognition of one-off S$2.10 million profit guarantee in relation to J2 performance in FY2008. Withhout the one-off profit element in FY2008, the other income in FY2009 will be higher than FY2008 by S$1.39 million. The increase was attributed to the rental income from our Tai Seng corporate office and gain on disposal of our property at Kranji. Our distribution costs, administrative expenses and other expenses collectively increased from S$21.27million in FY2008 to S$26.61 million in FY2009, mainly due to the following reasons:

1) Increase in legal and professional expenses as the company engaged in more corporate exercises in

FY2009 which includes expenses relating to the proposed restructuring and listing of our Switchgear division on the Growth Enterprise Market of Hong Kong Stock Exchange;

2) Increase in depreciation of property, plant and equipment which is attributable to the depreciation of Tai Seng corporate office which was completed in last quarter of FY2008. Our Group also acquire more machineries, computers during the year. Renovation for our Malaysia plant, which completed in 2009 also contributed to the increase in depreciation expenses;

3) Increase in rental expenses as a result of the commencement of the sales and leaseback arrangement for Defu Lane Building which was disposed in FY2008; and

4) Increase in property tax and utilities expenses in FY2009 as a result of the completion of our Tai Seng corporate office.

Finance costs increased by S$1.23 million or 67.95% in FY2009. This was due to an increase in interest expenses on bills payable as a result of an increase in trade facilities utilised to finance our increased purchases and interest charged from the term loan relating to our corporate office building at Tai Seng, The loan was substantially drawdown in the current year. The drawdown of term loan from Frankland Investments Ltd and the loan obtained under the SPRING Singapore’s Local Enterprise Finance Scheme (“SPRING loan”) have also contributed to the increase of finance cost. Arising from above, the operating segments of the Group reported a lower profit of S$2.08 million in FY2009 as opposed to a profit of S$4.18million in FY2008. Income tax expenses for FY2008 and FY2009 were approximately S$1.35 million and S$992,000 respectively. The effective tax rate for FY2009 is higher than the statutory tax rate of 17.00% due to losses from some of the subsidiaries that were not transferable under the group relief scheme and the writing-off of non-trade receivables which is not tax deductable.


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(b) any material factors that affected the cash flow, working capital , assets or liabilities of the group during the current financial reported on.

REVIEW OF CASH FLOW

Cash flow from operating activities was an inflow of approximately S$1.35 million for FY2009 although the group reported operating loss after tax of S$756,000. This was mainly due to the adjustments for the non-cash item such as the writing-off of inter-company balances upon disposal of subsidiaries and depreciation of property, plant and equipment. Net cash outflow from investing activities of S$568,000 for FY2009 was primarily due to the purchase of the property, plant and equipment in Malaysia for our switchgear division as well as the renovation incurred for the extension of office and newly set up showroom in Woodlands. Cash flow from financing activities was an inflow of S$5.80 million for FY2009, mainly due to drawdown of term loans for the acquisition of properties, term loan from Frankland Investments Ltd as well as loan obtained under the SPRING Singapore’s Local Enterprise Finance Scheme.

REVIEW OF BALANCE SHEET Property, plant and equipment increased by approximately S$31.32 million, from S$17.04 million in FY2008 to S$48.36 million in FY2009. The increase was mainly due to the reclassification of our Tai Seng corporate office, amounted to approximately S$30.89 million, from non-current asset held for sale following the termination of sale and leaseback arrangement with Cambridge Industrial Trust Ltd. In addition, the increase was contributed by the costs incurred in one the Group’s subsidiaries in Malaysia for the building of a new factory located at Gelang Patah, Johor, Malaysia and the acquisition of new subsidiaries, Titans group of companies. Such increase was, however, offset by the write-off of property, plant and equipment as a result of the downsizing and discontinuation of certain subsidiaries. Intangible assets increased by S$2.75 million in FY2009 as compared to FY2008. This was mainly due to the goodwill arising from the acquisition of Titans group of companies and ASTA certificate which was acquired through Titans Holding Pte Ltd. Investment properties decreased by S$1.73 million, from S$14.42 million in FY2008 to S$12.69 million in FY2009. This was mainly due to the disposal of the building at Kranji. Current assets (excluding non-current assets held for sale) decreased by approximately S$2.11 million, or 3.16% in FY2009 as compared to FY2008. This decrease was mainly attributable to improvement of receivable turnover days of our switchgear segment from 127 days to 100 days in FY2009. Trade and other payables decreased by approximately S$9.85 million, or 17.25% in FY2009 as compared to FY2008. The decrease was mainly due to utilization of the loan from Frankland Investments Ltd and SPRING loan to make early payment of various trade payables before it falls due. As at 31 December 2009, the Group’s total borrowings amounted to S$48.19 million (31 December 2008: S$41.74 million) with S$7.07 million repayable within one year and S$41.13 million repayable beyond one year. The increase in borrowings was mainly due to construction loan granted by bank to finance the construction cost of our property at Gelang Patah, Johor , term loan from Frankland Investments Ltd as well as the SPRING loan. Working capital decreased by S$3.08 million in FY2009 as compared to FY2008. This was the result of the reclassification of construction cost, for our Tai Seng corporate office building, from current asset to non-current asset, amounting to approximately S$30.89 million, partially offset by the conversion of the construction loan granted for the same property to a 15-years term loan.


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9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.

Not applicable.

10. A commentary at the date of the announcement of the significant trends and competitive conditions

of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.

The Board expects the operating environment in the next 12 months to remain challenging despite an improved economic outlook. The Group will focus on improving operational efficiency and cost control measures in order to enhance our competitiveness. Barring any unforeseen circumstances, the Board expects the Group performance to improve in FY2010.

11. Dividend (a) Current Financial Period Reported On

Any dividend declared for the current financial period reported on? Not applicable.

(b) Corresponding Period of the Immediately Preceding Financial Year

Any dividend declared for the corresponding period of the immediately preceding financial year? Not applicable.

(c) Date payable

Not applicable. (d) Books closure date

Not applicable. 12. If no dividend has been declared/recommended, a statement to that effect.

Not applicable

13. A breakdown of the total annual dividend (in dollar value) for the issuer’s latest full year and its

previous full year.

Not applicable.


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PART II-ADDITIONAL INFORMATION REQUIRED FOR FULL YE AR ANNOUNCEMENT

(This part is not applicable to Q1, Q2, Q3 or Half Year Results) 14. Segmented revenue and results for the business or geographical segments ( of the group) in the form

presented in the issuer’s most recently audited financial statements, with comparative information for the immediately preceding year.

(a) Operating segment

2009 Aircon Switchgear Building

materials

Investment

Total

S$’000 S$’000 S$’000 S$’000 S$’000

Revenue and expenses

External revenue 68,345 53,266 7,224 2,102 130,937

Inter-segment revenue 464 238 138 4,763 5,603

Interest revenue 41 118 - 36 195

Interest expense (828) (641) (234) (1,668) (3,371)

Depreciation and amortisation (622) (966) (266) (1,589) (3,443) Reportable segment profit before income tax and impairment 2,338 4,363 (2,655)

1,134

5,180

Assets impairment due to downsizing of foreign subsidiaries (525) - -

-

(525)

Reportable segment profit before income tax 1,813 4,363 (2,655)

1,134

4,655

Other material non-cash items: -Impairment on property, plant and equipment and intangible assets - - -

102

102

Reportable segment assets 43,758 43,638 - 50,123 137,519

Capital expenditure 1,011 5,939 47 497 7,494

Reportable segment liabilities 33,449 30,364 - 50,650 114,463

2008

Revenue and expenses

External revenue 66,494 40,530 15,265 827 123,116

Inter-segment revenue 253 161 270 1,415 2,099

Interest revenue 131 5 1 52 189

Interest expense (966) (469) (245) (485) (2,165)

Depreciation and amortisation 811 460 243 503 2,017 Reportable segment profit before income tax 934 3,423 (1,331)

655

3,689

Other material non-cash items:

Reportable segment assets 40,965 35,277 11,378 54,075 141,695

Capital expenditure 495 4,340 253 38,887 43,975


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Reportable segment liabilities 31,993 23,212 12,369 54,118 121,692 b) Reconciliations of reportable segment revenues, profit a or loss, assets and liabilities and other material items

2009 2008

S$’000 S$’000

Revenues

Total revenue for reportable segments 136,540 125,215

Other revenue - -

Elimination of inter-segment revenue (5,603) (2,099)

Elimination of discontinued operations (7,224) (18,823)

Consolidated revenue 123,713 104,293

Profit or loss

Total profit or loss for reportable segments 4,655 3,689

Other profit or loss (4,409) 194

246 3,883

Elimination of inter-segment profits (10) (143)

Elimination of discontinued operations 1,847 438

Consolidated profit before income tax 2,083 4,178

Assets

Total assets for reportable segments 137,519 141,695

Other assets 15,987 11,064

Elimination of inter-segment assets (23,916) (22,502)

Consolidated total assets 129,590 130,257

Liabilities

Total liabilities for reportable segments 114,463 121,692

Other liabilities 5,942 956

Elimination of inter-segment liabilities (22,988) (21,502)

Consolidated total liabilities 97,417 101,146

Other Material Items 2009

Reportable segment

totals

Adjustments

Consolidated

totals S$’000 S$’000 S$’000

Interest revenue (195) 143 (52)

Interest expenses 3,371 (163) 3,208

Capital expenditure 7,494 72 7,566

Depreciation and amortisation 3,443 37 3,480 Impairment for property, plant and equipment and intangible assets 102

-

102

Other Material Items 2008 S$’000 S$’000 S$’000

Interest revenue (189) 128 (61)

Interest expenses 2,165 (140) 2,025

Capital expenditure 43,975 (1,552) 42,423

Depreciation and amortisation 2,017 59 2,076 Impairment for property, plant and equipment and intangible assets -

1,442

1,442


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(b) Geographical information

Revenue 2009 2008 S$’000 % S$’000 % Singapore 129,416 98.84 121,148 98.40

China 504 0.38 24 0.02

Cambodia - - 85 0.07 Indonesia 336 0.26 462 0.38 United Arab Emirates 12 0.01 152 0.12 Sri Lanka - - 140 0.11

Malaysia 475 0.36 891 0.72 Others* 194 0.15 214 0.18 130,937 100.00 123,116 100.00 Discontinued operation (7,224) (18,823) Total 123,713 104,293

Segmental Non-current assets

Singapore 60,632 93.33 27,621 84.64

Malaysia 3,631 5.58 4,090 12.53

India 706 1.09 781 2.39

China - - 38 0.12

Cambodia - - 104 0.32 Total 64,969 100.00 32,634 100.00

* Others include India, Hong Kong, Thailand, Vietnam and etc. Major Customer Revenue from one customer of Group’s Aircon segment represents approximately S$15.98 million (FY2008: S$3.69 million) of the Group’s total revenue.

15. In the review of performance, the factors leading to any material changes in the contribution to

turnover and earnings by the business or geographical segments.

Please refer to the section on “Review of results of Operations” in paragraph 8 of this announcement for details.

16. A breakdown of sales. Group 2009 2008 % increase/ S$’000 S$’000 (decrease)

(a) Sales reported for first half year 62,865 56,316 11.62 (b) Operating profit/loss after tax before deducting minority interests reported for first half year

(2,409)

1,987

(221.24) (c) Sales reported for second half year 68,072 66,800 1.90 (d) Operating profit/loss after tax before deducting minority interests reported for second half year

1,653

334

394.91


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17. A breakdown of the total annual dividend (in dollar value) for the issuer’s latest full year and its

previous full year.

Not applicable.

18. Interested person transaction

During the year, there were following significant related party transactions carried out in the normal course of business (excluding transaction less than S$100,000) on term agreed between the parties.

Not applicable. 19. Usage of proceeds from IPO and Warrants Issue

The Company made an undertaking to The Singapore Exchange Securities Trading Limited on 2 May 2008 to make periodic announcements on the use of the proceeds from the Warrant Issue as well as a status report on the use of proceeds from the Company’s IPO and the Warrants Issue in our half year and full year results. The Company had completed its IPO in 2006. There is a balance of S$2.1 million for the IPO proceeds which had been earmarked for expansion plans. In Extraordinary General Meeting held on 14 December 2009, it was approved that the directors of the Company be authorised to change the use of the remaining IPO proceeds from business expansion to working capital of the Group. The Company has utilised the proceeds as working capital.

In 2008, the Company had raised approximately S$1.6 million after deducting the Warrants Issue expenses from its Warrant Issue exercise. The Warrants Issue proceeds had been earmarked for the expansion of the air-conditioner and switchgear business in Singapore, the People’s Republic of China, India, Cambodia and/or Malaysia as well as for working capital purposes. There is a balance of S$0.5 million from the warrants proceeds earmarked for expansion plans. The Company is still in the process of executing such expansion plans. While waiting for the deployment of the proceeds, the Company has utilised the proceeds as working capital.

BY ORDER OF THE BOARD Steven Chen Choon Khee Executive Chairman Singapore 28 February 2010

Unaudited Full Year Financial Statements and Dividend...

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