TSA - Registrable Prospectus For Exposure Draft

THIS DOCUMENT HAS NOT BEEN REGISTERED BY BURSA MALAYSIA SECURITIES BERHAD (“BURSA
SECURITIES”). THE INFORMATION IN THIS DOCUMENT MAY BE SUBJECT TO FURTHER AMENDMENTS BEFORE
BEING REGISTERED BY BURSA SECURITIES. UNDER NO CIRCUMSTANCES SHALL THIS DOCUMENT CONSTITUTE
AN OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE OF
SECURITIES.
PROSPECTUS
TSA GROUP BERHAD

(Registration No. 202201010003 (1455700-A))
(Incorporated in Malaysia under the Companies Act 2016)
INITIAL PUBLIC OFFERING (“IPO”) IN CONJUNCTION WITH THE LISTING OF TSA GROUP BERHAD (“TSA” OR
“COMPANY”) ON THE ACE MARKET OF BURSA SECURITIES COMPRISING PUBLIC ISSUE OF 77,325,000 NEW
ORDINARY SHARES IN TSA GROUP BERHAD (“SHARE(S)”) IN THE FOLLOWING MANNER:
(a) 15,465,000 SHARES AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC;

(b) 15,465,000 SHARES AVAILABLE FOR APPLICATION BY THE ELIGIBLE PERSONS (AS DEFINED HEREIN);
(c) 38,662,500 SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE
MINISTRY OF INVESTMENT, TRADE AND INDUSTRY (“MITI”); AND
(d) 7,732,500 SHARES BY WAY OF PRIVATE PLACEMENT TO SELECTED INVESTORS
AT AN IPO PRICE OF RM[●] PER SHARE, PAYABLE IN FULL UPON APPLICATION.
Principal Adviser, Sponsor, Placement Agent and Underwriter
AmInvestment Bank Berhad

(Registration No. 197501002220 (23742-V))
(A Participating Organisation of Bursa Malaysia Securities Berhad)
INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT,
PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING RISK FACTORS WHICH
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 181.
NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER 6 MONTHS FROM THE DATE
OF THIS PROSPECTUS.
THIS PROSPECTUS HAS BEEN REGISTERED BY BURSA SECURITIES. THE REGISTRATION OF THIS PROSPECTUS
SHOULD NOT BE TAKEN TO INDICATE THAT BURSA SECURITIES RECOMMENDS OUR IPO OR ASSUMES
RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENT MADE, OPINION EXPRESSED OR REPORT
CONTAINED IN THIS PROSPECTUS. BURSA SECURITIES HAS NOT, IN ANY WAY, CONSIDERED THE MERITS OF
THE SECURITIES BEING OFFERED FOR INVESTMENT. BURSA SECURITIES IS NOT LIABLE FOR ANY NON-
DISCLOSURE ON THE PART OF THE COMPANY AND TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS
PROSPECTUS, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY
DISCLAIMS ANY LIABILITY FOR ANY LOSS YOU MAY SUFFER ARISING FROM OR IN RELIANCE UPON THE WHOLE
OR ANY PART OF THE CONTENTS OF THIS PROSPECTUS.
THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT
MAY CARRY HIGHER INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED
CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO NO ASSURANCE THAT THERE WILL BE A LIQUID
MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD BE AWARE OF
THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER
CAREFUL CONSIDERATION.
THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS A PROPOSAL NOT REQUIRING APPROVAL,
AUTHORISATION OR RECOGNITION OF THE SECURITIES COMMISSION MALAYSIA UNDER SECTION 212(8) OF THE
CAPITAL MARKETS AND SERVICES ACT 2007.
THIS PROSPECTUS IS DATED [●]

Registration No. 202201010003 (1455700-A)
RESPONSIBILITY STATEMENTS
Our Directors and Promoters (as defined in this Prospectus) have seen and approved this
Prospectus. They collectively and individually accept full responsibility for the accuracy of the
information. Having made all reasonable enquiries, and to the best of their knowledge and belief,
they confirm that there is no false or misleading statement or other facts which if omitted, would make
any statement in this Prospectus false or misleading.
AmInvestment Bank Berhad (“AmInvestment Bank”), being our Principal Adviser, Sponsor,
Placement Agent and Underwriter, acknowledges that, based on all available information, and to the
best of its knowledge and belief, this Prospectus constitutes a full and true disclosure of all material
facts concerning our IPO.
STATEMENTS OF DISCLAIMER
[Approval has been granted by Bursa Securities for the listing of and quotation for the securities being
offered. Admission to the Official List of Bursa Securities is not to be taken as an indication of the
merits of the offering, our Company or our Shares.]
Bursa Securities is not liable for any non-disclosure on our Company’s part and takes no
responsibility for the contents of this Prospectus, makes no representation as to its accuracy or
completeness and expressly disclaims any liability for any loss you may suffer arising from or in
reliance upon the whole or any part of the contents of this Prospectus.
[This Prospectus, together with the Application Form (as defined in this Prospectus), has also been
lodged with the Registrar of Companies, who takes no responsibility for its contents.]
OTHER STATEMENTS
You should note that you may seek recourse under Sections 248, 249 and 357 of the Capital Markets
and Services Act 2007 (“CMSA”) for breaches of securities laws including any statement in this
Prospectus that is false, misleading, or from which there is a material omission; or for any misleading
or deceptive act made in relation to this Prospectus or the conduct of any other person in relation to
our Company.
Our Shares are offered to the public on the premise of full and accurate disclosure of all material
information concerning our IPO, for which any person set out in Section 236 of the CMSA, is
responsible.
This Prospectus has not been and will not be made to comply with the laws of any jurisdiction other
than Malaysia, and has not been and will not be lodged, registered or approved pursuant to or under
any applicable securities or equivalent legislation or with or by any regulatory authority or other
relevant body of any jurisdiction other than Malaysia.
We will not, prior to acting on any acceptance in respect of our IPO, make or be bound to make any
enquiry as to whether you have a registered address in Malaysia and will not accept or be deemed
to accept any liability in relation thereto whether or not any enquiry or investigation is made in
connection therewith.
This Prospectus is prepared and published solely for our IPO in Malaysia under the laws of Malaysia.
Our IPO Shares are offered in Malaysia solely based on the contents of this Prospectus. Our
Directors, Promoters, Principal Adviser, Sponsor, Placement Agent and Underwriter take no
responsibility for the distribution of this Prospectus (in preliminary or final form) outside Malaysia. Our
Directors, Promoters, Principal Adviser, Sponsor, Placement Agent and Underwriter have not
authorised anyone to provide you with information which is not contained in this Prospectus.
It shall be your sole responsibility, if you are or may be subjected to the laws of any countries or
jurisdictions other than Malaysia, to consult your professional advisers as to whether your application
for our IPO Shares would result in the contravention of any laws of such countries or jurisdictions.
Neither we nor our Principal Adviser nor any other advisers in relation to our IPO shall accept
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responsibility or liability in the event that any application made by you shall become illegal,
unenforceable, voidable or void in any such country or jurisdiction.
The distribution of this Prospectus and the offering are subject to the laws of Malaysia. Our Company,
Promoters, and Principal Adviser, Sponsor, Placement Agent and Underwriter take no responsibility
for the distribution of this Prospectus (in preliminary or final form) outside Malaysia. No action has
been taken to permit a public offering of the securities of our Company based on this Prospectus or
the distribution of this Prospectus outside Malaysia.
Further, it shall be your sole responsibility to ensure that your application for our IPO would be in
compliance with the terms of this Prospectus and would not be in contravention of any laws or
countries or jurisdictions other than Malaysia to which you may be subjected to. We will further
assume that you had accepted our IPO in Malaysia and will be subjected only to the laws of Malaysia
in connection therewith.
However, we reserve the right, in our absolute discretion, to treat any acceptance as invalid if we
believe that such acceptance may violate any law or applicable legal or regulatory requirements.
ELECTRONIC PROSPECTUS
This Prospectus can also be viewed or downloaded from Bursa Securities’ website at
www.bursamalaysia.com. The contents of the Electronic Prospectus (as defined in this Prospectus)
and the copy of this Prospectus registered by Bursa Securities are the same.
You are advised that the internet is not a fully secured medium and that your Internet Share
Application (as defined in this Prospectus) is subject to the risks of problems occurring during data
transmission, computer security threats such as viruses, hackers and crackers, faults with computer
software and other events beyond the control of the Internet Participating Financial Institutions (as
defined in this Prospectus). These risks cannot be borne by the Internet Participating Financial
Institutions.
If you are in doubt of the validity or integrity of an Electronic Prospectus, you should immediately
request from us, our Principal Adviser or the Issuing House (as defined in this Prospectus), a
paper/printed copy of this Prospectus.
In the event of any discrepancies arising between the contents of the Electronic Prospectus and the
contents of the paper/printed copy of this Prospectus for any reason whatsoever, the contents of the
paper/printed copy of this Prospectus, which is identical to the copy of the Prospectus registered by
Bursa Securities, shall prevail.
In relation to any reference in this Prospectus to third party internet sites (“Third Party Internet
Sites”), whether by way of hyperlinks or by way of description of the Third Party Internet Sites, you
acknowledge and agree that:
(i) we and our Principal Adviser do not endorse and are not affiliated in any way to the Third
Party Internet Sites and are not responsible for the availability of, or the contents or any data,
information, files or other material provided on the Third Party Internet Sites. You shall bear
all risks associated with the access to or use of the Third Party Internet Sites;
(ii) we and our Principal Adviser are not responsible for the quality of products or services in the
Third Party Internet Sites or for fulfilling any of the terms of any of your agreements with the
Third Party Internet Sites. We and our Principal Adviser are also not responsible for any loss,
damage, or costs that you may suffer or incur in connection with or as a result of dealing with
the Third Party Internet Sites or the use of or reliance on any data, information, files or other
material provided by such parties; and
(iii) any data, information, files or other material downloaded from the Third Party Internet Sites
is done at your own discretion and risk. We and our Principal Adviser are not responsible,
liable or under obligation for any damage to your computer systems or loss of data resulting
from the downloading of any such data, information, files or other material.
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Where an Electronic Prospectus is hosted on the website of the Internet Participating Financial
Institutions, you are advised that:
(i) the Internet Participating Financial Institutions are liable in respect of the integrity of the
contents of an Electronic Prospectus, to the extent of the contents of the Electronic
Prospectus situated on the web server of the Internet Participating Financial Institutions
which may be viewed via your web browser or other relevant software;
(ii) the Internet Participating Financial Institutions shall not be responsible in any way for the
integrity of the contents of an Electronic Prospectus which has been downloaded or
otherwise obtained from the web server of the Internet Participating Financial Institutions
and thereafter communicated or disseminated in any manner to you or other parties; and
(ii) while all reasonable measures have been taken to ensure the accuracy and reliability of the
information provided in an Electronic Prospectus, the accuracy and reliability of the
Electronic Prospectus cannot be guaranteed because the internet is not a fully secured
medium.
The Internet Participating Financial Institutions shall not be liable (whether in tort or contract or
otherwise) for any loss, damage or cost, you or any other person may suffer or incur due to, as a
consequence of or in connection with any inaccuracies, changes, alterations, deletions or omissions
in respect of the information provided in the Electronic Prospectus which may arise in connection
with or as a result of any fault or faults with the web browsers or other relevant software, any fault or
faults on your or any third party’s personal computer, operating system or other software, viruses or
other security threats, unauthorised access to information or systems in relation to the website of the
Internet Participating Financial Institutions, and/or problems occurring during data transmission,
which may result in inaccurate or incomplete copies of information being downloaded or displayed
on your personal computer.
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INDICATIVE TIMETABLE
The following events are intended to take place on the following dates:
Events Date
Opening date of application for our IPO Shares 10.00 a.m., [•]
Closing date of application for our IPO Shares 5.00 p.m., [•]
Balloting of applications [•]
Allotment / transfer of our IPO Shares to successful applicants [•]
Listing on the ACE Market [•]
In the event there is any change to the timetable above, we will advertise the notice of the changes in
a widely circulated daily English and Bahasa Malaysia newspapers in Malaysia.
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DEFINITIONS
The following definitions shall apply throughout this Prospectus unless the definitions are defined
otherwise or the context requires otherwise:
COMPANIES WITHIN OUR GROUP
Asia Inox : Asia Inox Sdn Bhd (Registration No. 202301011146 (1505068-
U))
Mitra Bintang : Mitra Bintang Sdn Bhd (Registration No. 200401008356

(646860-U))
Subsidiaries : Mitra Bintang, TSA Industries, TSA Pipes, TSA Singapore and
Asia Inox, collectively
TSA or Company : TSA Group Berhad (Registration No. 202201010003 (1455700-

A))
TSA Group or Group : TSA and the Subsidiaries, collectively
TSA Industries : TSA Industries Sdn Bhd (Registration No. 199301025961

(280699-W))
TSA Pipes : TSA Pipes Manufacturing Sdn Bhd (Registration No.

199401005295 (290974-K))
TSA Singapore : TSA Industries (SEA) Pte Ltd (Company No. 201007352G)
GENERAL
ACE Market : ACE Market of Bursa Securities
Acquisition of TSA Industries : The acquisition by our Company of the entire issued share
capital of TSA Industries from the Vendors for a total purchase
consideration of RM120,000,150.20, which was satisfied entirely
by issuance of 231,974,000 new Shares. This acquisition was
completed on [●] 2023
Act : Companies Act 2016
ADA : Authorised Depository Agent
AmInvestment Bank or Principal : AmInvestment Bank Berhad (Registration No. 197501002220

Adviser or Sponsor or Placement (23742-V))
Agent or Underwriter
AGM : Annual General Meeting
Application : Application for our IPO Shares by way of Application Form, the
Electronic Share Application and / or the Internet Share
Application
Application Form : The printed application form for the application of our IPO
Shares
ATM : Automated teller machine
Authorised Financial Institution : Authorised financial institution participating in the Internet Share
Application, with respect to payments for our IPO Shares
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DEFINITIONS (Cont’d)
Barisan Jutawan : Barisan Jutawan Sdn Bhd (Registration No. 200001033057

(535664-D))
Board : Board of Directors of TSA
Bumiputera Investors : Being the Bumiputera investors as approved and recognised by

MITI to subscribe for our IPO Shares through private placement
Bursa Depository or Depository : Bursa Malaysia Depository Sdn Bhd (Registration No.
198701006854 (165570-W))
Bursa Securities : Bursa Malaysia Securities Berhad (Registration No.

200301033577 (635998-W))
CCC : Certificate of Completion and Compliance
CDS : Central Depository System
CF : Certificate of Fitness for Occupation
CMSA : Capital Markets and Services Act 2007
COVID-19 : Novel coronavirus disease, an infectious respiratory disease

which first broke out in 2019
Decolive : Decolive Home Sdn Bhd (Registration No. 200801007631

(808915-M))
Director(s) : Director(s) of TSA within the meaning given in Section 2 of the

CMSA
DOSH : Department of Occupational Safety and Health
Ebest Alliance : Ebest Alliance Sendirian Bhd (Registration No. 200801017694

(818990-P))
EBITDA : Earnings before interest, taxation, depreciation and amortisation
EIS : Employment insurance system
Electronic Prospectus : A copy of this Prospectus that is issued, circulated or

disseminated via the Internet and/or any electronic storage
medium, including but not limited to CD-ROMs (compact disc
read-only memory)
Electronic Share Application : Application for our IPO Shares through a Participating Financial
Institution’s ATM
Eligible Person(s) : Eligible employee(s) and any other persons who have
contributed to the success of our Group
EMSHAA 1990 : Employees’ Minimum Standards of Housing, Accommodations

and Amenities Act 1990
EPF : Employees Provident Fund
EPS : Earnings per Share
FMA 1967 : Factories and Machinery Act 1967
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FYE : Financial year ended / ending 31 December, as the case may

be
Financial Years Under Review : FYE 2020, FYE 2021 and FYE 2022, collectively
Government : Government of Malaysia
GP : Gross profit
ICA 1975 : Industrial Co-ordination Act 1975
IMR Report : The Independent Market Research Report prepared by Vital

Factor in relation to our IPO, as set out in Section 8 of this
Prospectus
Internet Participating Financial : Participating financial institutions for the Internet Share
Institutions Application, as listed in Section 15 of this Prospectus
Internet Share Application : Application for our IPO Shares through an Internet Participating
Financial Institution(s)
IPO : Initial public offering of our IPO Shares comprising the Public
Issue in conjunction with the listing of and quotation of our entire
enlarged issued share capital on the ACE Market
IPO Price : RM[●] for each IPO Share
IPO Shares : 77,325,000 new Shares to be issued pursuant to the Public

Issue
Issuing House and Share : Tricor Investor & Issuing House Services Sdn Bhd (Registration
Registrar No. 197101000970 (11324-H))
Kota Kinabalu By-laws : Kota Kinabalu Municipal Council (Building) (Amendment) By-
laws 1987
KVC Corporation : KVC Corporation Sdn Bhd (Registration No. 199701030619

(446118-T))
KVC Industrial : KVC Industrial Supplies Sdn Bhd (Registration No.

198901005915 (183220-D))
KVC Properties : KVC Properties Sdn Bhd (Registration No. 199501042080

(371284-A))
Listing : Admission of TSA to the Official List of Bursa Securities and the
listing of and quotation for our entire enlarged issued share
capital of RM[●] comprising 309,300,000 Shares on the ACE
Market of Bursa Securities
Listing Requirements : ACE Market Listing Requirements of Bursa Securities
Lot 3998 : 1 unit of single storey factory annexed with a three-storey office
building and a single storey warehouse erected on a freehold
industrial land held under land title GRN 47690, Lot 3998, Mukim
Kajang, District of Ulu Langat, State of Selangor, bearing the
postal address of Lot 3998, Jalan 6/2A, Taman Industri Selesa
Jaya, 43300 Balakong, Selangor
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LPD : 31 March 2023, being the latest practicable date prior to the
issuance of this Prospectus
Malaysian Public : Malaysian citizens, companies, co-operatives, societies and

institutions incorporated or organised under the laws of Malaysia
Market Day : Any day(s) on which Bursa Securities is open for trading of
securities
MCO : Nationwide movement control order imposed by the

Government under the Prevention and Control of Infectious
Diseases Act 1988 and the Police Act 1967 as a measure to
contain the outbreak of the COVID-19 pandemic
MIDA : Malaysian Investment Development Authority
MITI : Ministry of Investment, Trade and Industry
Mitra ACNC : Mitra ACNC Sdn Bhd (Registration No. 199701013218 (428714-
A))
N/A : Not applicable
NA : Net assets
NBV : Net book value
Official List : A list specifying all securities which have been admitted for
listing on the ACE Market and have not been removed
Participating Financial : Participating financial institution(s) for the Electronic Share

Institutions Application, as listed in Section 15 of this Prospectus
PAT : Profit after taxation
PBT : Profit before taxation
PE Multiple : Price earnings multiple
Pink Form Allocations : Allocation of 15,465,000 IPO Shares for subscription by the
Eligible Persons, which forms part of our Public Issue
Promoter(s) : Chew Kuan Fah, Chew Yik Wai, Ng Kim Liang, Chen Khai Voon,
KVC Properties and Barisan Jutawan, collectively
Prospectus : This Prospectus dated [●] in relation to our IPO
Prospectus Guidelines : Prospectus Guidelines issued by the SC
Public Issue : Public issue of 77,325,000 new Shares at the IPO Price by our
Company comprising:
(a) 15,465,000 shares available for application by the

Malaysian Public;
(b) 15,465,000 shares available for application by the Eligible

Persons; and
(c) 38,662,500 shares by way of private placement to

Bumiputera Investors approved by MITI; and
viii
(d) 7,732,500 shares by way of private placement to selected

investors
SAC : Shariah Advisory Council of the SC
Sarawak Ordinance : Buildings Ordinance 1994
SC : Securities Commission Malaysia
SDBA 1974 : Street, Drainage and Building Act 1974
Semenyih Land : A piece of leasehold land held under H.S.(D) 37423, PT 1125,
Mukim Ulu Semenyih, Daerah Ulu Langat, Negeri Selangor
bearing the postal address PT 1125, Jalan Villaraya 1/8,
Kawasan Perindustrian Villaraya, Mukim Hulu Semenyih,
Daerah Hulu Langat, Selangor Darul Ehsan
Semenyih Manufacturing : A proposed manufacturing premises comprising a single storey

Premises factory, a four-storey office building and two blocks of workers’
hostel to be constructed on the Semenyih Land
SICDA : Securities Industry (Central Depositories) Act 1991
SOCSO : Social Security Organisation
Specified Shareholder(s) : Chew Kuan Fah, Chew Yik Wai, Ng Kim Liang, Chen Khai Voon,
Barisan Jutawan, KVC Properties, KVC Corporation, Synergy
Cal, Sa Chee Peng, Chen Siew Chong @ Chin Siew Chong and
Chen Kim Lian, collectively
Synergy Cal : Synergy Cal Solutions Sdn Bhd (Registration No.

200601037733 (757493-A))
sq ft : Square feet
sq m : Square meter
SSA : A conditional share sale agreement dated 8 November 2022

entered by the Vendors and our Company in relation to the
Acquisition of TSA Industries, as supplemented and amended
by a supplemental share sale agreement dated 21 April 2023
TSA Share(s) or Share(s) : Ordinary shares in TSA
Underwriting Agreement : The underwriting agreement dated [●] entered into between our
Company and our Underwriter pursuant to our IPO
Vendors : Chew Kuan Fah, Chew Yik Wai, Ng Kim Liang, Barisan Jutawan
and KVC Properties, collectively
Vital Factor or IMR : Vital Factor Consulting Sdn Bhd (Registration No.
199301012059 (266797-T)), the independent business
consulting and market research consultants
CURRENCY
RM and sen : Ringgit Malaysia and Sen, respectively
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GLOSSARY OF TECHNICAL TERMS
The following technical terms in this Prospectus bear the same meanings as set out below unless the
terms are defined otherwise or the context requires otherwise:
Alloy : An alloy is a mixture of a metal with one or more other elements,

which may be metal or non-metal. Examples of alloys include,
among others, stainless steel, carbon steel, brass and bronze.
Aluminium : Aluminium is a metal that is characterised by good corrosion

resistance, good heat and electrical conductivity (second only to
copper among commonly used metals), good mechanical
strength, relatively low density and it is easy to draw into wires.
The Aluminium Association, Inc : The Aluminium Association, Inc. is a trade association based in
the United States that represents the global aluminium
production, fabrication and recycling industries. The
association’s activities include, among others, registering the
international designation numbers for aluminium alloys.
Angles : Angles refer to a length of metal with two sections of equal or

unequal widths bent at 90 degrees to each other.
ASTM International or ASTM : ASTM International (formerly known as American Society for
Testing and Materials) is an international standards organisation
with headquarters in the United States. It develops and
publishes the ASTM standards for materials, products, systems
and services, including for stainless steel and other metal
products.
Bars : A bar refers to a solid piece of metal whose length is significantly

greater than its width. The cross-section of a bar does not
change throughout its length, and may be of rectangular, square,
round, hexagonal or other shapes.
Brass : Brass is an alloy that is composed mainly of copper and zinc. It

is characterised by corrosion resistance, durability, hardness,
good conductivity to heat and electricity, and low friction.
Carbon steel : Carbon steel is an alloy of iron with carbon as the main alloying
element (commonly up to 2.0% by weight), sometimes with other
elements to achieve desired properties. Unlike stainless steel,
carbon steel is not resistant to corrosion and may rust if not
properly protected.
Coil : A coil refers to a continuous length of metal sheet which has

been wound around a core.
Cold rolling : Cold rolling refers to the metal working process where metal
products (such as plates, sheets, coils and bars) are passed
through a series of rollers to be reduced to the desired
dimensions without first being heated up. Cold rolling can be
used to produce, among others, cold rolled stainless steel coils.
Copper : Copper is a metal that is characterised by very good heat and

electrical conductivity (the best among commonly used metals),
and it is easy to draw into wires. Copper products have good
corrosion resistance, as copper oxide film that forms when
copper is exposed to air forms a protective layer that protects
the underlying metal from further corrosion.
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Flat bar : A bar with rectangular cross section.
Grit : Grit number refers to the number of grit lines per inch of
abrasive. Typically, the smoothness and reflectiveness of the
surface finish increase with a higher grit number.
Hardware : In the context of this Prospectus, it refers to products such as

tools (including hand tools and power tools); agricultural
implements; latches; locks and keys; fasteners such as nails,
nuts and bolts, screws and staples; plumbing supplies such as
pipes, valves, faucets and taps; handles; wire; chains and other
related products.
Hexagon bar : A bar with hexagonal (six sided) cross section.
Hot rolling : Hot rolling refers to the metal working process where metal
products (such as plates, sheets, coils and bars) are first heated
up, and then passed through a series of rollers to be reduced to
the desired dimensions.
International designation number : The international designation number is a numeric identification

system for aluminium alloys that are registered with The
Aluminium Association, Inc. It describes the nominal chemical
composition of the aluminium alloy.
Manufacturing : Manufacturing is the business activity whereby work is carried

out on input materials to transform them into finished products
that can be used. Examples of manufacturing include, among
many others, manufacturing stainless steel pipes from coils by
roll forming, welding and polishing.
Pipes : A pipe refers to a hollow structure with a regular cross-section,

most commonly circular, but also as square, rectangular and
other cross-sections. Pipes include tubes.
Plates : A plate refers to a flat piece of solid metal with a rectangular

cross-section and thickness of 3 mm or more cut into specific
sizes. Plates may be square or rectangular.
Processing : Processing is the business activity whereby work is carried out

on an input material, such as bars, plates and sheets, to change
it such that its form after processing is significantly different, but
it is not yet a finished product that can be used. Examples of
processing include, among many others, slitting bars, polishing
plates and sheets, and hole punching and perforating.
Profile : Profiles refer to a length of metal where the cross-section is the

same throughout its entire length.
Roll forming : In the context of this Prospectus, it is a process where the

thickness of a metal coil is progressively reduced by passing the
coil through a series of opposing rollers until the desired
thickness is achieved.
Round bar : A bar with circular cross section.
Sheet : A sheet refers to a flat piece of metal with a rectangular cross-

section and thickness of less than 3 mm cut into specific sizes.
Sheets are usually square or rectangular.
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Square bar : A bar with square cross section.
Stainless steel : Stainless steel is an alloy of iron that is characterised by high

resistance to corrosion and rusting. It also exhibits high
resistance to attack by chemicals, good mechanical strength and
durability, ease of cleaning and sterilising, and can be polished
to a high degree of reflectiveness. Stainless steel contains
chromium as the main alloying element (usually at least 10.5%
by weight), sometimes with other elements to achieve desired
properties.
Stainless steel grade or grade : It refers to a standardised numbering system for stainless steel
that stipulates the composition by weight of iron and alloying
elements.
Store Keeping Unit or SKU : SKU signifies a distinct and unique type of product for sale.
Trading : Trading refers to the business activity where goods are re-sold
in their original form, save for minor work such as cutting to
length, break-bulk or repackaging. Trading does not involve
processing, assembly, manufacturing or other transformation of
the goods.
Welding : Welding is a method of joining metal that uses heat to melt two
metal surfaces so that they are integrally joined when cooled.
xii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references to “our Company” and “TSA” in this Prospectus are to TSA Group Berhad, while
references to “our Group” are to our Company and our Subsidiaries. References to “we”, “us”, “our” and
“ourselves” are to our Company or our Group or any member of our Group, as the context requires.
Unless the context otherwise requires, references to “Management” are to our Executive Directors and
key senior management as disclosed in this Prospectus, and statements as to our beliefs, expectations,
estimates and opinions are those of our Management.
Certain abbreviations, acronyms and technical terms used are defined in the “Definitions” and “Glossary
of Technical Terms” sections of this Prospectus. Words denoting the singular shall, where applicable,
include the plural and vice versa. Words denoting the masculine gender shall, where applicable, include
the feminine and neuter genders, and vice versa. Reference to persons shall include companies and
corporations.
In this Prospectus, references to the “Government” are to the Government of Malaysia, and reference
to “RM” and “sen” are to the lawful currency of Malaysia. The word “approximately” used in this
Prospectus is to indicate that a number is not an exact one, but that number is usually rounded off to
the nearest thousand or million or 2 decimal places, as the case may be. Any discrepancies in the tables
included in this Prospectus between the amounts listed and the total thereof are due to rounding.
Unless otherwise stated, any reference to dates and times in this Prospectus shall be a reference to
dates and times in Malaysia.
Any reference to any provisions of the statutes, rules, regulations, enactments or rules of stock
exchange in this Prospectus shall (where the context admits) be construed as a reference to provisions
of such statutes, rules, regulations, enactments or rules of stock exchange (as the case may be) as
modified by any written law or (if applicable) amendments or re-enactments to the statutes, rules,
regulations, enactments or rules of stock exchange for the time being in force.
This Prospectus includes statistical data provided by our Management and various third parties and
cites third party projections regarding growth and performance of the market and industry in which our
Group operates or are exposed to. This data is taken or derived from information published by industry
sources and from our internal data. In each such case, the source is stated in this Prospectus. Where
no source is stated, it can be assumed that the information originates from our Management.
Certain information in this Prospectus is extracted or derived from the Industry Overview prepared by
Vital Factor. We have appointed Vital Factor to provide an independent market and industry review. In
compiling their data for the review, Vital Factor had relied on their research methodology, industry
sources, published materials, their own private databases and direct contacts within the industry. We
believe that the information on the industry and other statistical data cited in this Prospectus are useful
in helping you to understand the major trends in the industry in which we operate.
The information on our website, or any website directly and indirectly linked to such website does not
form part of this Prospectus and should not be relied upon for the purpose of your decision whether or
not to invest in our Shares.
xiii
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements. All statements, other than statements of historical
facts included in this Prospectus, including, without limitation, those regarding our financial position,
business strategies and prospects are forward-looking statements. Some of these statements can be
identified by words that have a bias towards or are forward-looking such as “may”, “will”, “would”,
“could”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “aim”, “plan”, “forecast”, “project” or similar
expressions. Such forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond our control that could cause our actual results, performance or
achievements to be materially different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements include, without
limitation, statements relating to:
(i) demand and supply for our products and general industry environment;
(ii) our business strategies and competitive position;
(iii) our plans and objectives for future operations;
(iv) our future financial position, earnings, cash flows and liquidity;
(v) general economic, business, social, political and investment environment in countries where
we conduct business;
(vi) continued availability of capital and financing;
(vii) fixed or contingent obligations and commitments;
(viii) changes in accounting standards and policies; and
(ix) other factors beyond our control.
Such forward-looking statements are based on numerous assumptions regarding our present and future
business strategies and the environment in which we operate. Additional factors that could cause our
actual results, performance or achievements to differ materially include, but are not limited to those
discussed in Section 9 – Risk Factors and Section 12 – Management’s Discussion and Analysis of
Financial Conditions and results of Operations of this Prospectus. We cannot assure you that the
forward-looking statements in this Prospectus will be realised.
These forward-looking statements are based on information available to us as at the LPD and are made
only as at the LPD. Should we become aware of any subsequent material change or development
affecting a matter disclosed in this Prospectus arising from the date of registration of this Prospectus
but before the date of allotment of the IPO Shares, we shall further issue a supplemental or replacement
prospectus, as the case may be, in accordance with the provisions of Section 238(1) of the CMSA and
Paragraph 1.02, Chapter 1 of Part II (Division 6) of the Prospectus Guidelines (Supplementary and
Replacement Prospectus).
xiv
TABLE OF CONTENTS
PAGE
1. CORPORATE DIRECTORY 1
2. APPROVALS AND CONDITIONS

2.1 APPROVALS FROM RELEVANT AUTHORITIES 5
2.2 MORATORIUM ON SALE OF SHARES 5
3. PROSPECTUS SUMMARY
3.1 PRINCIPAL DETAILS OF OUR IPO 10

3.2 OUR BUSINESS 10
3.3 COMPETITIVE STRENGTHS 12
3.4 BUSINESS STRATEGIES AND PLANS 13
3.5 RISK FACTORS 14
3.6 DIRECTORS AND KEY SENIOR MANAGEMENT 16
3.7 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS 16
3.8 USE OF PROCEEDS 17
3.9 FINANCIAL HIGHLIGHTS 17
3.10 DIVIDEND POLICY 18
3.11 EFFECT OF THE COVID-19 PANDEMIC 18
4. DETAILS OF OUR IPO
4.1 OPENING AND CLOSING OF APPLICATION PERIOD 20

4.2 DETAILS OF OUR IPO 20
4.3 SHARE CAPITAL, CLASSES OF SHARES AND RANKINGS 23
4.4 BASIS OF ARRIVING AT OUR IPO PRICE 23
4.5 EXPECTED MARKET CAPITALISATION UPON LISTING 24
4.6 DILUTION 24
4.7 OBJECTIVES OF OUR IPO 25
4.8 USE OF PROCEEDS 26
4.9 BROKERAGE FEE, UNDERWRITING COMMISSION AND 28
PLACEMENT FEE
4.10 SALIENT TERMS OF THE UNDERWRITING AGREEMENT 29
4.11 TRADING AND SETTLEMENT IN SECONDARY MARKET 29
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS

AND KEY SENIOR MANAGEMENT
5.1 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS 30

5.2 BOARD OF DIRECTORS 41
5.3 BOARD PRACTICES 69
5.4 KEY SENIOR MANAGEMENT 74
5.5 RELATIONSHIPS AND/OR ASSOCIATIONS 82
5.6 DECLARATION BY OUR PROMOTERS, DIRECTORS AND 82
KEY SENIOR MANAGEMENT
5.7 SERVICE AGREEMENTS 83
6. INFORMATION ON OUR GROUP
6.1 INFORMATION ON OUR COMPANY 84

6.2 GROUP STRUCTURE 85
6.3 SUBSIDIARIES 89
xv
TABLE OF CONTENTS (Cont’d)
PAGE
7. BUSINESS OVERVIEW
7.1 HISTORY AND BACKGROUND OF OUR GROUP 92

7.2 OVERVIEW OF OUR BUSINESS 96
7.3 OUR COMPETITIVE ADVANTAGES AND KEY 101
STRENGTHS
7.4 OVERVIEW OF OUR PRODUCTS 105
7.5 TRADING OF METAL AND OTHER PRODUCTS 107
7.6 MANUFACTURING OF STAINLESS STEEL PIPES 112
7.7 PROCESSING OF STAINLESS STEEL PRODUCTS 117
7.8 OPERATIONAL FACILITIES 118
7.9 KEY MACHINERY AND EQUIPMENT 119
7.10 PRODUCTION CAPACITY, OUTPUT AND UTILISATION 119
7.11 PROCESS FLOW 120
7.12 RESEARCH AND DEVELOPMENT 125
7.13 TECHNOLOGY USED 125
7.14 SEASONALITY 125
7.15 MATERIAL INTERRUPTIONS TO OUR BUSINESS 125
7.16 MARKETING ACTIVITIES 127
7.17 MAJOR CUSTOMERS 128
7.18 TYPES AND SOURCES OF INPUT MATERIALS, 130
PRODUCTS AND SERVICES
7.19 MAJOR SUPPLIERS 135
7.20 EMPLOYEES 137
7.21 BUSINESS STRATEGIES AND PLANS 139
7.22 MAJOR APPROVALS, LICENCES AND PERMITS 142
OBTAINED
7.23 INTELLECTUAL PROPERTY 154
7.24 PROPERTIES, PLANT AND EQUIPMENT 157
7.25 MATERIAL DEPENDENCY ON COMMERCIAL 164
CONTRACTS / FINANCIAL CONTRACTS / INTELLECTUAL
PROPERTY RIGHTS / LICENCES OR PERMITS /
BUSINESS PROCESSES
7.26 GOVERNING LAWS AND REGULATIONS 164
8. INDUSTRY OVERVIEW 169
9. RISK FACTORS
9.1 RISKS RELATING TO OUR BUSINESS OPERATIONS 180

9.2 RISKS RELATING TO OUR INDUSTRY 189
9.3 RISKS RELATING TO OUR SHARES 189
10. RELATED PARTY TRANSACTIONS
10.1 RELATED PARTY TRANSACTIONS 192

10.2 RELATED PARTY TRANSACTIONS THAT ARE UNUSUAL 202
IN NATURE OR CONDITION
10.3 OUTSTANDING LOANS AND / OR FINANCIAL 202
ASSISTANCE MADE TO OR FOR THE BENEFIT OF THE
RELATED PARTIES
10.4 LOANS AND / OR FINANCIAL ASSISTANCE FROM 202
RELATED PARTIES TO OUR GROUP
10.5 MONITORING AND OVERSIGHT OF RELATED PARTY 205
TRANSACTIONS
xvi
TABLE OF CONTENTS (Cont’d)
11. CONFLICT OF INTEREST
11.1 INTEREST IN SIMILAR BUSINESS AND IN BUSINESSES 206

OF OUR CUSTOMERS AND SUPPLIERS
11.2 DECLARATION BY ADVISERS ON CONFLICT OF 208
INTEREST
12. FINANCIAL INFORMATION
12.1 HISTORICAL FINANCIAL INFORMATION 209

12.2 CAPITALISATION AND INDEBTEDNESS 214
12.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF OUR 216
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
12.4 DIVIDEND POLICY 261
12.5 REPORTING ACCOUNTANT’S REPORT ON THE 263
COMPILATION OF PRO FORMA STATEMENTS OF
FINANCIAL POSITION
13. ACCOUNTANTS’ REPORT 279
14. ADDITIONAL INFORMATION
14.1 SHARE CAPITAL 400

14.2 CONSTITUTION 400
14.3 LIMITATION ON THE RIGHT TO OWN SECURITIES 406
14.4 PUBLIC TAKE-OVERS 406
14.5 REPATRIATION OF CAPITAL, REMITTANCE OF PROFIT 407
AND TAXATION
14.6 MATERIAL CONTRACTS 408
14.7 DEPOSITED SECURITIES AND RIGHTS OF DEPOSITORS 409
(GENERAL INFORMATION)
14.8 CONSENTS 410
14.9 DOCUMENTS FOR INSPECTION 410
14.10 RESPONSIBILITY STATEMENTS 410
15. SUMMARISED PROCEDURES FOR APPLICATION AND

ACCEPTANCE
15.1 OPENING AND CLOSING OF APPLICATIONS 411

15.2 METHODS OF APPLICATIONS 411
15.3 ELIGIBILITY 412
15.4 PROCEDURES FOR APPLICATION BY WAY OF 413
APPLICATION FORMS
ELECTRONIC SHARE APPLICATIONS
INTERNET SHARE APPLICATIONS
15.7 AUTHORITY OF OUR BOARD AND THE ISSUING HOUSE 414
15.8 OVER/UNDER-SUBSCRIPTION 415
15.9 UNSUCCESSFUL / PARTIALLY SUCCESSFUL 415
APPLICANTS
15.10 SUCCESSFUL APPLICANTS 417
15.11 ENQUIRIES 417
xvii
1. CORPORATE DIRECTORY
BOARD OF DIRECTORS
Name/ (Designation) Address Nationality / Gender
Lim Hun Soon @ David Lim 18, Jalan Taban 4 Malaysian / Male
(Independent Non-Executive Chairman) Lucky Garden, Bangsar
59100 Kuala Lumpur
W.P. Kuala Lumpur
Chew Kuan Fah Lot 511, Lorong Cinta Alam F Malaysian / Male
(Non-Independent Group Managing Country Heights
Director) 43000 Kajang
Selangor
Chew Yik Wai 12A, Jalan Sutera 4 Malaysian / Male

(Non-Independent Executive Director) Jalil Sutera
Bandar Bukit Jalil
57000 Kuala Lumpur
W.P. Kuala Lumpur
Ng Kim Liang 126, Jalan Keruing Kipas Malaysian / Male

(Non-Independent Executive Director) Sierramas West
47000 Sungai Buloh
Selangor
Chong Chin Look Lot 141, Persiaran Cinta Alam Malaysian / Male
(Independent Non-Executive Director) Country Heights
43000 Kajang
Selangor
Karmjit Kaur A/P Sarban Singh A-23-3 The Park Residences 1 Malaysian / Female
(Independent Non-Executive Director) Jalan 1/112H, Bangsar South
59200 Kuala Lumpur
W.P. Kuala Lumpur
Shahira Binti Abdul Aziz 21 Jalan 4F, Ampang Jaya Malaysian / Female
(Independent Non-Executive Director) 68000 Ampang
Selangor
AUDIT AND RISK MANAGEMENT COMMITTEE
Name Designation Directorship

Chong Chin Look Chairperson Independent Non-Executive Director
Karmjit Kaur A/P Sarban Singh Member Independent Non-Executive Director
Shahira Binti Abdul Aziz Member Independent Non-Executive Director
1
1. CORPORATE DIRECTORY (Cont’d)
NOMINATION COMMITTEE

Shahira Binti Abdul Aziz Chairperson Independent Non-Executive Director
Chong Chin Look Member Independent Non-Executive Director
Karmjit Kaur A/P Sarban Singh Member Independent Non-Executive Director
REMUNERATION COMMITTEE

Karmjit Kaur A/P Sarban Singh Chairperson Independent Non-Executive Director
2
COMPANY : Teo Soon Mei

SECRETARIES Professional qualification: Malaysian Institute of Chartered
Secretaries and Administrators (“MAICSA”) Chartered Secretary and
Chartered Governance Professional
(MAICSA 7018590)
(SSM PC 201908000235)
Goh Chooi Woan

Professional qualification: MAICSA Chartered Secretary and
Chartered Governance Professional
(MAICSA 7056110)
(SSM PC 201908000145)
No. 7-1, Jalan 109F, Plaza Danau 2

Taman Danau Desa
58100 Kuala Lumpur
Tel No. : (603) 7982 2010
REGISTERED OFFICE : Lot 3998, Jalan 6/2A

Taman Industri Selesa Jaya
43300 Balakong
Selangor
Tel No. : (603) 8962 2888
Fax No. : (603) 8962 1888
HEAD OFFICE : Lot 3998, Jalan 6/2A

43300 Balakong
Selangor
Tel No. : (603) 8962 2888
Fax No. : (603) 8962 1888
Email: : tsa@tsa.com.my
Website : www.tsa.com.my
PRINCIPAL ADVISER, : AmInvestment Bank Berhad

SPONSOR, (Registration No.197501002220 (23742-V))
PLACEMENT AGENT Level 21, Bangunan Ambank Group
AND UNDERWRITER No.55 Jalan Raja Chulan
50200, Kuala Lumpur
Tel No. : (603) 2036 2633

Fax No. : (603) 2032 4263
EXTERNAL : Crowe Malaysia PLT

AUDITORS AND (Registration No: 201906000005 (LLP0018817-LCA) & AF 1018)
REPORTING Chartered Accountants
ACCOUNTANT Level 16, Tower C, Megan Avenue II
12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
Tel No. : (603) 2788 9999

Fax No. : (603) 2788 9998
Partner : Ooi Song Wan
Approval No. : 02901/10/2024 J
3
Professional : Chartered Accountant

qualification Malaysian Institute of Accountants (“MIA”)
(MIA Membership no. CA 18840)
SOLICITORS FOR : Cheang & Ariff

OUR IPO Loke Mansion
273A, Jalan Medan Tuanku,
50300 Kuala Lumpur,
Malaysia
Tel No. : (603) 2691 0803

Fax No. : (603) 2691 4475
ISSUING HOUSE AND : Tricor Investor & Issuing House Services Sdn Bhd
SHARE REGISTRAR Unit 32-01, Level 32
Tower A, Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Tel No. : (603) 2783 9299

Fax No. : (603) 2783 9222
INDEPENDENT : Vital Factor Consulting Sdn Bhd

BUSINESS AND (Registration No. 199301012059 (266797-T))
MARKET RESEARCH V Square @ PJ City Centre (VSQ)
CONSULTANTS Block 6, Level 6
Jalan Utara
46200 Petaling Jaya
Selangor
Tel No. : (603) 7931 3188

Fax No. : (603) 7931 2188
Person-in-charge : Wooi Tan
Professional : Master of Business Administration from The

qualification New South Wales Institute of Technology
(now known as University of Technology,
Sydney), Australia, Bachelor of Science from
the University of New South Wales, Australia
and a Fellow of the Australian Marketing
Institute, and Institute of Managers and
Leaders, Australia (formerly known as the
Australian Institute of Management)
LISTING SOUGHT : ACE Market
4
2. APPROVALS AND CONDITIONS
2.1 APPROVALS FROM RELEVANT AUTHORITIES
2.1.1 Bursa Securities
Bursa Securities had, vide its letter dated [●], approved the admission of our Company to the
Official List and the listing of and quotation for the entire enlarged issued share capital of our
Company of RM[●] comprising 309,300,000 Shares on the ACE Market. The approval from
Bursa Securities is subject to the following conditions:
Details of conditions imposed Status of compliance

[●] [●]
[●] [●]
2.1.2 SC
Our Listing is an exempt transaction under Section 212(8) of the CMSA and is therefore not
subject to the approval of the SC.
The SC had, vide its letter dated [●], approved the resultant equity structure of our Company
pursuant to our Listing under the equity requirements for public listed companies, subject to the
following conditions:
Details of conditions imposed Status of compliance

[●] [●]
[●] [●]
2.1.3 MITI
MITI had vide its letter dated [●], stated that it has taken note of and has no objection to our
Listing.
2.2 MORATORIUM ON SALE OF SHARES
2.2.1 Specified Shareholders
In compliance with Rule 3.19(1) of the Listing Requirements, a moratorium will be imposed on
the sale, transfer or assignment of the Shares held by the Specified Shareholders as follows:
(i) the moratorium applies to the entire shareholdings of the Specified Shareholders for a
period of 6 months from the date of our admission to the ACE Market (“First 6-Month
Moratorium”);
(ii) upon the expiry of the First 6-Month Moratorium, we must ensure that the Specified
Shareholders’ aggregate shareholdings amounting to at least 45.00% of our enlarged
issued share capital remain under moratorium for another period of 6 months (“Second
6-Month Moratorium”); and
(iii) upon the expiry of the Second 6-Month Moratorium, the Specified Shareholders may
only sell, transfer or assign up to a maximum of 1/3 per annum (on a straight line basis)
of the Shares which were held under the moratorium.
5
2. APPROVALS AND CONDITIONS (Cont’d)
The details of the Shares held by the Specified Shareholders which will be subject to moratorium are as follows:
Moratorium shares for Year 1

Moratorium shares during the Moratorium shares during the
First 6-Month Moratorium Second 6-Month Moratorium Moratorium shares for Year 2 Moratorium shares for Year 3
(1) (1) (1) (1)
% of % of % of % of
enlarged enlarged enlarged enlarged
Name of Specified issued share issued share issued share issued share
Shareholders No. of Shares capital No. of Shares capital No. of Shares capital No. of Shares capital
KVC Properties(2) 116,218,974 37.6 69,731,388 22.5 46,487,592 15.0 23,243,796 7.5
Barisan Jutawan(3) 27,604,906 8.9 16,562,944 5.4 11,041,963 3.6 5,520,981 1.8
Chew Kuan Fah 57,994,490 18.8 34,796,696 11.3 23,197,797 7.5 11,598,899 3.8
Chew Yik Wai 18,557,920 6.0 11,134,752 3.6 7,423,168 2.4 3,711,584 1.2
Chen Khai Voon - - - - - - - -
Ng Kim Liang 11,598,700 3.7 6,959,220 2.2 4,639,480 1.5 2,319,740 0.7
KVC Corporation(4) - - - - - - - -
Synergy Cal(4) - - - - - - - -
Sa Chee Peng(4) - - - - - - - -
Chen Siew Chong - - - - - - - -

@ Chin Siew
Chong(4)
Chen Kim Lian(4) - - - - - - - -

Total 231,974,990 75.0% 139,185,000 45.0% 92,790,000 30.0% 46,395,000 15.0%
6
Notes:
(1) Based on our enlarged issued share capital of 309,300,000 Shares after our IPO.
(2) The shareholders of KVC Properties and their shareholdings as at the LPD are as follows:
No. of
ordinary
Shareholders shares %
KVC Corporation* 102,000 51.0
Synergy Cal^ 98,000 49.0
* The shareholders of KVC Corporation are Chen Khai Voon (76.0%), Chen Siew Chong @ Chin Siew Chong (12.0%) and Chen Kim Lian (12.0%),
who are siblings. KVC Corporation also holds all 100 preference shares in KVC Properties.
^ The shareholders of Synergy Cal and their shareholdings as at the LPD are as follows:
No. of ordinary
shares %
Sa Chee Peng 590 59.0
Chen Siew Chong @ Chin Siew Chong 100 10.0
Lee Kok Keong 100 10.0
Chong Koon Yen 100 10.0
Chong Lee Chew 20 2.0
Wong Kok Leong 30 3.0
Yew Sheau Huey @ Ng Sheau Huey 20 2.0
Lew Swan Swan 40 4.0

7
(3) The shareholders of Barisan Jutawan and their shareholdings as at the LPD are as follows:
No. of ordinary
Shareholders shares %
Chew Kuan Fah 50,000 50.0
Chew Yik Wai 25,000 25.0
Ng Kim Liang 25,000 25.0
(4) As at the LPD, they do not hold any of our Shares directly.
The moratorium, which is fully accepted by the Specified Shareholders, is specifically endorsed on the share certificates representing the Shares held by the
respective Specified Shareholders to ensure that our Share Registrar will not register any transfer and sale that are not in compliance with the aforesaid
restriction imposed.
In accordance with Rule 3.19(2) of the Listing Requirements, where the specified shareholder or vendor is an unlisted corporation, all direct and indirect
shareholders of the unlisted corporation (whether individuals or unlisted corporations) up to the ultimate individual shareholders must give undertakings to Bursa
Securities that they will not sell, transfer or assign their shares in the unlisted corporation for the requisite moratorium period.
In compliance with Rule 3.19(2) of the Listing Requirements, all direct and indirect shareholders of KVC Properties, Barisan Jutawan, KVC Corporation and
Synergy Cal have each furnished a letter of undertaking to Bursa Securities that they will not sell, transfer or assign their entire shareholdings in KVC Properties,
Barisan Jutawan, KVC Corporation and Synergy Cal respectively during the moratorium period.
8
2.2.2 Pre-listing investor
In accordance with Rule 3.19A of the Listing Requirements and pursuant to the conditions
imposed under the approval letter by Bursa Securities, a moratorium will be imposed on the
sale, transfer or assignment of 10 Shares(1) of our equity interest held by Yap Wan Loong for a
period of 6 months from the date of our admission to the ACE Market.
Note:
(1) The percentage is less than 0.01% of our enlarged issued share capital of 309,300,000
Shares after our IPO.
9
Registration No.: 202201010003 (1455700-A)
3. PROSPECTUS SUMMARY
This Prospectus Summary only highlights the key information from other parts of this Prospectus.
It does not contain all the information that may be important to you. You should read and
understand the contents of the whole Prospectus prior to deciding on whether to invest in our
Shares.
3.1 PRINCIPAL DETAILS OF OUR IPO
Number of Shares to be issued under the Public Issue : 77,325,000

- Malaysian Public : 15,465,000
- Eligible Persons : 15,465,000
- Private placement to selected investors : 7,732,500
- Private placement to Bumiputera investors approved : 38,662,500
by the MITI
Enlarged number of Shares upon Listing : 309,300,000
IPO Price : RM[●]
Market capitalisation upon Listing (based on the IPO : RM[●]

Price and enlarged number of Shares upon Listing)
Please refer to Section 4 of this Prospectus for further details of our IPO.
Our Specified Shareholders’ and pre-listing investor, Yap Wan Loong’s entire shareholdings after
our IPO will be held under moratorium for 6 months from the date of our Listing. Thereafter, our
Specified Shareholders’ shareholdings amounting to 45.0% of our share capital will remain under
moratorium for another 6 months. Thereafter, our Specified Shareholders may sell, transfer or
assign up to a maximum of one-third per annum (on a straight-line basis) of the Shares held by
them under moratorium.
The shareholders of KVC Properties, Barisan Jutawan, KVC Corporation and Synergy Cal
respectively have undertaken not to sell, transfer or assign any part of their shareholdings in KVC
Properties, Barisan Jutawan, KVC Corporation and Synergy Cal respectively during the
moratorium period.
Further details of the moratorium on our Shares are set out in Section 2.2 of this Prospectus.
3.2 OUR BUSINESS
Our Company was incorporated in Malaysia under the Act on 18 March 2022 as a private limited
company under the name of TSA Group Sdn Bhd. On 1 November 2022, our Company was
converted into a public limited company and assumed our present name. On [●], we completed
the Acquisition of TSA Industries which resulted in TSA Industries, TSA Pipes, Mitra Bintang, TSA
Singapore and Asia Inox becoming our subsidiaries.
The principal activities of our Company and our subsidiaries are as follows:
Company Principal Activities

TSA Industries Investment holding, distribution and supply of ferrous and non-ferrous
metal and other industrial hardware products, and manufacturing and
processing of stainless steel pipes and other metal products
TSA Pipes Dormant(1)
Mitra Bintang Investment holding
TSA Singapore Distribution and supply of ferrous and non-ferrous metal and other
industrial hardware products
Asia Inox Dormant(2)
10
3. PROSPECTUS SUMMARY (Cont’d)
Notes:
(1) Prior to TSA Pipes becoming dormant, the company was principally involved in the manufacturing and
trading of industrial pipe products from FYE 2008 to FYE 2016. At this juncture, we do not have any
plans for TSA Pipes.
(2) The intended principal activities of Asia Inox are to produce and process cold-rolled stainless steel coil,
and to distribute and sell the cold-rolled stainless steel coil in Malaysia and/or export to other countries.
Please refer to Section 7.21 of this Prospectus for details of our Group’s business plans in relation to the
establishment of a cold rolling line to produce cold-rolled stainless steel coils.
Our Group structure after completion of the Acquisition of TSA Industries is set out below:
TSA
100%
TSA Industries
(1)
100% 100% 100% 80%
TSA Pipes Mitra Bintang Asia Inox TSA Singapore
Note:
(1) The remaining shareholder of TSA Singapore is Lai Chun Wai (20%).
For the Financial Years Under Review, our principal activities are in trading stainless steel and
other metal products, hardware and other products, manufacturing stainless steel pipes and
processing stainless steel products. Our main markets and operations are in Malaysia and
Singapore.
Our business model is as follows:
Note:
(1) For FYE 2020, other export markets include Australia, Bangladesh, Brazil, France, India, Indonesia,
Kazakhstan, Maldives, Myanmar, New Zealand, Saint Lucia and Sri Lanka.
For FYE 2021, other export markets include Bangladesh, China, France, India, Indonesia, Maldives, New
Zealand and Sri Lanka.
For FYE 2022, other export markets include Bangladesh, Brunei, France, India, Indonesia, Maldives,
New Zealand, Sri Lanka and the United Kingdom.
Please refer to Section 7 of this Prospectus for further details of our history and business.
11
Our revenue segmentation by business activities are as follows:
For further details of the financial information by business segments, please refer to Section 12.3.2
of this Prospectus.
3.3 COMPETITIVE STRENGTHS
Our competitive strengths are as follows:
(i) We have sales offices with warehouses in Malaysia and Singapore to provide wide
market coverage in these two countries
As at the LPD, we have a total of eight sales offices with warehouses in Malaysia, and one
in Singapore. In Malaysia, we have our main operational facility with sales office, main
warehouse and manufacturing operations in Balakong, Selangor, as well as six branch
offices comprising sales office with warehouse in Perai, Pulau Pinang; Ipoh, Perak;
Seremban, Negeri Sembilan; Johor Bahru, Johor; Kota Kinabalu, Sabah, and Miri, Sarawak.
In addition, we have a branch office with a sales office with warehouse in Singapore.
(ii) We operate in Singapore to serve as an additional market to grow our business and
provide us with diversification
Our Group has a sales office with warehouse in Singapore where we conduct sales and
marketing operations, and stock inventories of purchased and manufactured products for
sales to customers in Singapore. Our business in Singapore is an advantage as it expands
our addressable markets to provide opportunities for business growth.
(iii) We manufacture a range of stainless steel pipes in-house
We have been manufacturing stainless steel pipes since 2008 and we operate our in-house
forming, welding and polishing lines at our main operational facility in Balakong, Selangor.
We currently manufacture a range of stainless steel pipes mainly with stainless steel grades
304, 316L and 439, and the types of stainless steel pipes that we manufacture comprise
round, square and rectangular pipes, and their respective slotted profiles in a range of
dimensions and finishing. In-house stainless steel pipe manufacturing capability is an
advantage as we have full control over the quality of the stainless steel pipes that we
manufacture. In addition, as we control our manufacturing operations, we can manufacture
specific types and sizes of stainless pipes to meet customer demand, as required.
12
(iv) We market the stainless steel pipes that we manufacture under our own brand
We brand and market most of the stainless steel pipes that we mainly manufacture under
our “TSS” brand, except those that we manufacture under our customers’ brands and a small
proportion that is not branded. Having our own brand of stainless steel pipes is an advantage
as it creates product differentiation, facilitates customer loyalty and encourages return
customers and referrals.
(v) We have a large customer base to sustain and grow our business, and we are not
dependent on any individual customer
We have cultivated a large and diverse customer base since we commenced business in
1993. We had approximately 3,600 active customers during FYE 2022, and we served
customers in 12 countries (including Malaysia) during that year. Due to our large customer
base, we are not dependent on any individual customer, as our top 5 customers collectively
accounted for 12.3%, 11.0% and 6.3% of our total revenue for the FYE2020, FYE2021 and
FYE2022 respectively.
Our large customer base provides us with the platform to sustain and grow our business.
(vi) We offer a wide range of products to our customers
We offer a wide range of purchased and manufactured products to meet the diverse needs
of our customer base. For FYE 2022, our product range consisted of approximately 18,500
SKU. Our extensive range of products provides customers with the convenience of a one-
stop solution for stainless steel and other metal products, hardware and other products, as
well as stainless steel pipes.
(vii) We have an established track record of approximately 30 years
We have an established track record of approximately 30 years in the trading of stainless

steel and other metal products since the inception of our Group in 1993. Meanwhile, we have
a track record of approximately 15 years as a manufacturer of stainless steel pipes since the
commencement of TSA Pipes in 2008. We have established and maintained long-term
business relationships with our customers, supported by the fact that 3 of our top 5
customers for the FYE 2022 have been dealing with us for 10 years or more.
Please refer to Section 7.3 of this Prospectus for further details of our competitive strengths.
3.4 BUSINESS STRATEGIES AND PLANS
Our business strategies and plans to grow our business are focused on establishing a stainless
steel cold rolling line, as summarised in the following diagram:
Please refer to Section 7.21 of this Prospectus for further details of our business strategies and
plans.
13
3.5 RISK FACTORS
Before investing in our Shares, you should carefully consider, along with other matters in this
Prospectus, certain risks and investment considerations that may affect our future financial
performance. The following are some of the key risks affecting our business and operations:
(i) We are exposed to fluctuations in the price of stainless steel which may affect demand
for our products or our profit margin
A prolonged increase in the market prices of stainless steel may reduce demand for stainless
steel products, which may consequently have an adverse effect on our financial performance
and prospects. If fabricators, manufacturers, construction companies and other categories
of customers who currently purchase stainless steel products from us are unable to pass on
the price increase to their customers, they may seek alternative materials (such as
aluminium, carbon steel and metal products with chrome plating) instead of stainless steel
and reduce their purchases of stainless steel products from us.
A sharp decrease in the market prices of stainless steel may result in a situation whereby
the prevailing prices that our customers are willing to pay are lower compared to our average
purchase costs for the corresponding products in our inventory.
As such, there is no assurance that fluctuations in stainless steel prices may not adversely affect
our business operation and financial performance.
(ii) We do not have long-term contracts with our customers and as such there is no
assurance of continuing purchases from our customer base
We do not have long-term contracts with any of our customers for all of our trading,
manufacturing and processing business activities. We supply goods to our customers based
on purchase orders, as is common in our industry. As we do not have long-term contracts
with our customers, there can be no assurance that our customers will continue to purchase
stainless steel and other products from us. If a significant number of customers stop
purchasing from us and we are unable to replace them promptly, it may have an adverse
effect on our financial performance and prospects.
(iii) We face various business risks associated with our reliance on imports of stainless
steel as well as other materials
There is no production of hot-rolled products in Malaysia, and all hot-rolled products are
imported (Source: IMR Report). Consequently, the stainless steel industry in Malaysia,
including our Group, is dependent on imports for the supply of primary and hot-rolled
stainless steel products including plates, sheets, coils and bars. Any interruption in the
supply of stainless steel products such as plates, sheets, coils and bars from foreign
countries may adversely affect our business.
(iv) Our planned new business of producing cold-rolled stainless steel coils may not be
successful or profitable
As part of our business strategy, we intend to produce cold-rolled stainless steel coils from
hot-rolled stainless steel coils. The estimated cost of the reconditioned cold-rolling line
including an annealing furnace is RM[●] million (including installation, testing and
commissioning), all of which will be financed by a combination of internally generated funds
and bank borrowings. We are currently purchasing cold-rolled stainless steel coils for our
business operations from third-party suppliers. With the establishment of the stainless steel
cold rolling line, we intend to use the cold rolled stainless steel coils that we produce in-
house for our trading business, as well as input materials for our pipe manufacturing and
processing business activities.
14
In 2021, TSA Industries entered into sales contracts to purchase a reconditioned cold-rolling
line including an annealing furnace. Subsequently in 2022, our subsidiary, TSA Industries
acquired the Semenyih land measuring approximately 435,615 sq. ft. with the intention of
constructing the Semenyih Manufacturing Premises to house the stainless steel cold rolling
line. In 2023, we incorporated Asia Inox, our subsidiary which will install, commission,
engage experience technical personnel to operate and produce cold-rolled stainless steel
coils. As at the LPD, we have submitted plans for the construction of the Semenyih
Manufacturing Premises to authorities. Asia Inox will enter into a lease agreement with TSA
Industries to utilise the Semenyih Manufacturing Premises to set-up as well as operate the
cold-rolling line including the annealing furnace.
We do not have any experience in operating a stainless steel cold rolling line to produce
cold-rolled stainless steel coils, which will be a new business activity for us. As Asia Inox
does not have any track record in setting-up and operating a stainless steel cold-rolling line, it
will rely solely on the technical personnel that it engages.
There is no assurance that we will be able to successfully implement our business strategy
of setting-up and operating the cold-rolling line or if it is profitable. Any failure or delay in the
implementation of any of our strategies and plans may adversely affect our financial
performance.
(v) We are exposed to credit risks from some of our customers
We are exposed to credit risks from customers that we have extended credit. A deterioration
of our customer’s business performance may adversely affect our cash flow and profitability.
If customers fail to pay us within the stipulated credit period or fail to pay us at all, we may
be required to make an allowance for impairment losses to our trade receivables or write off
bad debts, either of which would have an adverse effect on our financial performance.
There can be no assurances that additions to the allowance for impairment losses to our
trade receivables and bad debts written off will not be significant or increase in the future.
(vi) We may be exposed to unfavourable foreign currency exchange rates
We are exposed to foreign currency exchange gains or losses arising from timing differences
between our billings, actual receipt of payments and conversion/translation into RM, as well
as when our assets, liabilities, revenue and earnings are recorded by our subsidiary
company in Singapore is translated from SGD into RM for financial reporting and repatriation
purposes.
We also face risks associated with our purchases of materials in foreign currencies. A
significant proportion of our foreign purchases are denominated in USD, including purchases
of stainless steel and other metal products. Fluctuations in foreign currency exchange rates
between the RM and foreign currencies, namely USD and SGD, may have a material effect
on our reported income and expenses, as they are stated in RM in our combined and
consolidated financial statements. An unfavourable foreign exchange rate will also increase
the costs of purchasing materials that are denominated in the affected foreign currencies.
As we are unable to ascertain the future movements of foreign exchange rates, any
significant adverse fluctuations in foreign exchange rates, particularly the USD and SGD
relative to RM, may have a significant negative impact on our financial condition and results
of operations.
Please refer to Section 9 of this Prospectus for further details of our risk factors.
15
3.6 DIRECTORS AND KEY SENIOR MANAGEMENT
Our Directors and key senior management are as follows:
Name Designation
Directors
Lim Hun Soon @ David Lim (M) Independent Non-Executive Chairman
Chew Kuan Fah (M) Group Managing Director
Chew Yik Wai (M) Executive Director
Ng Kim Liang (M) Executive Director
Chong Chin Look (M) Independent Non-Executive Director
Karmjit Kaur A/P Sarban Singh (F) Independent Non-Executive Director
Shahira Binti Abdul Aziz (F) Independent Non-Executive Director
Key senior management

Loh Pei Ling (F) General Manager & Head of Procurement
Tan Bee Hong (F) Head of Finance
Lai Hoi Lian (F) Head of Human Resources
Low Chan Kheun (M) Head of Engineering Production & Services
Wong Foot Nam (M) Head of Sales Administration & Logistics
(M) Male
(F) Female
Please refer to Section 5 of this Prospectus for further details of our Directors and key senior
management.
3.7 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS
The shareholdings of our Promoters and substantial shareholders in our Company before and after
our IPO are set out below:
Our Promoters and/or substantial shareholders and their respective shareholdings in our Company
before and after our IPO are as follows:
Country of Before IPO/ As at LPD After IPO

incorporation/ Direct Indirect Direct Indirect
Name Nationality No. of Shares %(1) No. of Shares %(1) No. of Shares %(2) No. of Shares %(2)
Promoter and substantial

shareholders
Barisan Jutawan Malaysia 27,604,906 11.9 - - 27,604,906 8.9 - -
KVC Properties Malaysia 116,218,974 50.1 - - 116,218,974 37.6 - -
Chen Khai Voon Malaysian - - 116,218,974(3) 50.1 - - 116,218,974(3) 37.6
Chew Kuan Fah Malaysian 57,994,490 25.0 27,604,906(4) 11.9 57,994,490 18.8 27,604,906(4) 8.9
Chew Yik Wai Malaysian 18,557,920 8.0 27,604,906(4) 11.9 18,557,920 6.0 27,604,906(4) 8.9
Ng Kim Liang Malaysian 11,598,700 5.0 27,604,906(4) 11.9 11,598,700 3.7 27,604,906(4) 8.9
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Substantial shareholders
KVC Corporation Malaysia - - 116,218,974(5) 50.1 - - 116,218,974(5) 37.6
Synergy Cal Malaysia - - 116,218,974(5) 50.1 - - 116,218,974(5) 37.6
Sa Chee Peng Malaysian - - 116,218,974(6) 50.1 - - 116,218,974(6) 37.6
Notes:
(1) Based on our share capital of 231,975,000 Shares before IPO.
(2) Based on our enlarged share capital of 309,300,000 Shares after IPO.
(3) Deemed interested by virtue of his indirect shareholding in KVC Properties via KVC
Corporation pursuant to Section 8(4) of the Act.
(4) Deemed interested by virtue of their direct shareholdings in Barisan Jutawan pursuant to
Section 8(4) of the Act.
(5) Deemed interested by virtue of their direct shareholdings in KVC Properties pursuant to
Section 8(4) of the Act.
(6) Deemed interested by virtue of his indirect shareholding in KVC Properties via Synergy
Cal pursuant to Section 8(4) of the Act.
Please refer to Section 5.1.2 of this Prospectus for further details of the shareholders of Barisan
Jutawan, KVC Properties, KVC Corporation and Synergy Cal. Further details of our Promoters
and substantial shareholders are set out in Section 5.1 of this Prospectus.
3.8 USE OF PROCEEDS
The gross proceeds to be raised by our Company from the Public Issue shall be utilised in the
following manner:
Estimated timeframe for use

Details of use of proceeds from the date of our Listing RM’000 %
Capital expenditure for the Within 24 months [●] [●]
establishment of Semenyih
Manufacturing Premises
Working capital Within 36 months [●] [●]
Repayment of bank borrowings Within 5 months [●] [●]
Estimated listing expenses Within 1 month [●] [●]
Total [●] 100.0
Please refer to Section 4.8 of this Prospectus for further details of our utilisation of proceeds.
3.9 FINANCIAL HIGHLIGHTS
The selected financial information included in this Prospectus is not intended to predict our Group's
financial position, results and cash flows. The historical financial information presented below
should be read in conjunction with the management’s discussion and analysis of financial condition
and results of operations as set out in Section 12 of this Prospectus and the Accountants’ Report,
together with its related notes and assumptions as set out in Section 13 of this Prospectus.
17
Historical combined and consolidated financial information
The following table sets out a summary of our combined and consolidated statements of profit or
loss and other comprehensive income for the Financial Years Under Review which have been
extracted from the Accountant’s Report.
Audited
FYE 31 December
2020 2021 2022
RM’000 RM’000 RM’000
Continuing operations
Revenue 234,628 302,693 357,271
Gross Profit 47,948 86,410 79,764
PBT from continuing operations 15,216 52,552 50,126
PAT from continuing operations 5,203 40,284 40,659
GP margin (%) (i) 20.4 28.5 22.3

PBT margin (%) (ii) 6.5 17.4 14.0
PAT margin (%) (iii) 2.2 13.3 11.4
Basic and diluted EPS (sen) (iv) 0.98 7.89 7.97
Notes:-
(i) GP margin is calculated based on GP over revenue for the continuing operations of our Group for
the respective financial year.
(ii) PBT margin is calculated based on PBT over revenue for the continuing operations of our Group for
(iii) PAT margin is calculated based on PAT over revenue for the continuing operations of our Group for
(iv) Calculated based on PAT attributable to owners of our Company from continuing operations divided
by our number of Shares for the respective financial year.
3.10 DIVIDEND POLICY
Our Group presently does not have any dividend policy. Our ability to pay dividends or make other
distributions to our shareholders in the future years is subject to various factors, such as having
profits and excess funds that are not required to be retained to fund our business. Any dividends
declared will be subject to the approval of the Board in accordance to the Constitution and the Act.
Further details of our dividend policy are set out in Section 12.4 of this Prospectus.
3.11 EFFECT OF THE COVID-19 PANDEMIC
3.11.1 Effect of the COVID-19 pandemic on our business operations in Malaysia
The World Health Organisation declared COVID-19 a pandemic on 11 March 2020. Commencing
from 18 March 2020, the Government of Malaysia implemented measures to reduce COVID-19
transmission in the country.
We closed our operational facilities on 18 March 2020 pursuant to the first MCO. Our staff who
performed executive, administrative and sales and marketing functions worked from home,
whenever possible, while our trading operations at our warehouses and stainless steel
manufacturing activities at our main operational facility were temporarily halted. We resumed
operations on 16 April 2020 following the relevant standard operating procedures (“SOP”) and
guidelines pursuant to the written acknowledgement from MITI dated 16 April 2020.
18
During the various phases of the MCO including Conditional MCO (“CMCO”), Recovery MCO
(“RMCO”), Full Lock-down MCO (“FMCO”), Enhanced MCO (“EMCO”), and National Recovery
Plan (“NRP”), and the “Transition to Endemic” phase, we continued to operate according to the
specified guidelines and SOP, including specified workforce capacity during the respective periods.
3.11.2 Effect of the COVID-19 pandemic on our business operations in Singapore
To control the spread of COVID-19, the government of Singapore imposed strict circuit breaker
lockdown measures from 7 April 2020 to 1 June 2020. TSA Singapore’s operations were classified
under the essential sector, and consequently, we were allowed to continue our business operations
during the circuit breaker lockdown period while following the relevant guidelines and SOP, and
there were minimal disruptions to our trading business in Singapore.
3.11.3 Effects on our supply chain
From 18 March 2020 up to the LPD, we did not face any material disruptions to our supply chain
that were related to COVID-19 due to our inventory forecasting and planning.
3.11.4 Effects on our business operations and financial performance
In FYE 2020, our business operations were affected by, among others, measures taken to control
the spread of COVID-19 pandemic, mainly contributed by the temporary closure of our operational
facilities in Malaysia between 18 March 2020 and 16 April 2020 pursuant to the first MCO. In
addition, TSA Singapore continued to operate during the circuit breaker lockdown period (from 7
April 2020 to 1 June 2020) as it was classified under the essential sector.
Generally, the COVID-19 pandemic did not materially affect our total revenue in FYE 2021 or FYE
2022 and this was supported by the fact that our total revenue for FYE 2021 increased by 29.0%
compared to FYE 2020, while our total revenue for FYE 2022 increased by 18.0% compared to
FYE 2021.
Please refer to Section 7.15 of this Prospectus for further details on effects of COVID-19 pandemic
to our business.
19
4. DETAILS OF OUR IPO
4.1 OPENING AND CLOSING OF APPLICATION PERIOD
The period for Application will open at 10.00 a.m. on [●] and will remain open until 5.00 p.m. on
[●]. LATE APPLICATIONS WILL NOT BE ACCEPTED.
4.2 DETAILS OF OUR IPO
Our IPO is subject to the terms and conditions of this Prospectus. Our IPO Shares will be issued
at the IPO Price of RM[●], payable in full upon application and shall be allocated in the following
manner:-
4.2.1 Public Issue
A total of 77,325,000 new Shares, representing 25.0% of our enlarged issued share capital, will
be issued at the IPO Price and will be allocated in the following manner:
(i) Malaysian Public
15,465,000 new Shares, representing 5.0% of our enlarged issued share capital will be
made available for application by the Malaysian Public via balloting, of which 50.0% is
to be set aside for Bumiputera investors.
Any IPO Shares reserved under the Malaysian Public balloting portion which are not
fully subscribed for by the Malaysian Public will be made available for subscription as
follows:
(a) firstly, by the Eligible Persons under the Pink Form Allocation as described in
Section 4.2.1(ii) of this Prospectus;
(b) secondly, by our selected investors as described in Section 4.2.1(iii) of this

Prospectus; and
(c) lastly, by our Underwriter based on the terms of the Underwriting Agreement.
(ii) Eligible Persons
15,465,000 new Shares, representing 5.0% of our enlarged issued share capital, will
be reserved for application by the Eligible Persons in the following manner:
Aggregate no. of
No. of Eligible IPO Shares allocated
Eligible Persons Persons (’000)
Eligible employees of our Group (1) [ ●] [ ●]
Persons who have contributed to the [ ●] [ ●]
success of our Group(2)
Total [ ●] 15,465,000
Notes:
(1) The criteria of allocation to the eligible employees of our Group (as approved by our
Board) are based on, among others, the following factors:
(i) the employee must be a full-time employee and on the payroll of our Group;
(ii) the employee is not an undischarged bankrupt or subject to any bankruptcy

proceedings; and
(iii) the number of IPO Shares allocated to the eligible employees is based on their
seniority, position, length of service, past performance and contribution made to
our Group as well as other factors deemed relevant by our Board.
20
4. DETAILS OF OUR IPO (Cont’d)
The number of IPO Shares allocated under this category is inclusive of the
allocation to our key senior management as follows:
No. of IPO Shares

Name Designation allocated
Loh Pei Ling General Manager & Head of 650,000
Procurement
Tan Bee Hong Head of Finance 250,000
Lai Hoi Lian Head of Human Resources 150,000
Low Chan Kheun Head of Engineering Production 350,000
& Services
Wong Foot Nam Head of Sales Administration & 400,000
Logistics
(2) The IPO Shares to be allocated to the persons who have contributed to the success of
our Group, comprising our business contacts, suppliers and customers, shall be based
on their contribution to our Group and as approved by our Board.
For clarification, eligible employees of our Group may subscribe for IPO Shares as the
Malaysian Public, in addition to subscribing for IPO Shares as Eligible Persons.
Any IPO Shares reserved under the Pink Form Allocation which are not taken up will
be made available for subscription as follows:
(a) firstly, by other Eligible Persons;
(b) secondly, by the Malaysian Public as described in Section 4.2.1(i) above and/or
our selected investors as described in Section 4.2.1(iii) of this Prospectus; and
(c) lastly, by our Underwriter based on the terms of the Underwriting Agreement.
Save as disclosed in Section 4.2.1(ii) of this Prospectus and to the extent known to our
Company:
(a) there are no substantial shareholders, Directors or key senior management

who has indicated to us that they intend to subscribe for our IPO Shares; and
(b) there are no persons who has indicated to us that they intend to subscribe for
more than 5.0% of our IPO Shares.
(iii) Private placement to selected investors
7,732,500 new Shares, representing 2.5% of our enlarged share capital, will be made
available by way of private placement to selected investors.
The IPO Shares reserved under the private placement to selected investors are not
underwritten as written irrevocable undertakings to subscribe for these IPO Shares
will be obtained from the respective selected investors.
(iv) Private placement to Bumiputera investors approved by MITI
38,662,500 new Shares, representing approximately 12.5% of our enlarged share

capital, are reserved for private placement to Bumiputera investors approved by MITI
(“MITI Tranche”).
21
In the event of under-subscription of 4.2.1(iv) above by the identified Bumiputera

investors and subject to a corresponding over-subscription by the Malaysian Public or
over-subscription by selected investors, the remaining portion will be clawed-back and
be made available for the investors as follows:
(i) firstly, the selected investors under Section 4.2.1(iii) of this Prospectus;
(ii) secondly, the Bumiputera public investors under Section 4.2.1(i) of this
Prospectus; and
(iii) lastly, the other Malaysian Public under Section 4.2(i) of this Prospectus.
The basis of allocation of our IPO Shares shall take into account the desirability of distributing
our IPO Shares to a reasonable number of applicants with a view to broadening the
shareholding base of our Company to meet the public spread requirements and to establish a
liquid and adequate market for our Shares. Applicants will be selected on a fair and equitable
manner.
There is no over-allotment or “greenshoe” option that will result in an increase in the amount of
IPO Shares.
The salient terms of the Underwriting Agreement are set out in Section 4.10 of this Prospectus.
4.2.2 Placement and underwriting arrangement
[Our Underwriter will underwrite 30,930,000 IPO Shares made available for application by the
Malaysian Public and the Eligible Persons. The balance 46,395,000 IPO Shares available for
application by Bumiputera investors approved by MITI and selected investors will not be
underwritten and will be placed out by our Placement Agent.]
4.2.3 Minimum level of subscription
There is no minimum subscription to be raised from our IPO. However, in order to comply with
the public spread requirement of Bursa Securities, the minimum subscription will be the number
of Shares required to be held by public shareholders.
In the event of an over-subscription, acceptance of Applications by the Malaysian Public shall

be subject to ballot to be conducted in a manner approved by our Directors.
Under the Listing Requirements, at least 25.00% of our enlarged number of issued share capital
must be held by a minimum number of 200 public shareholders holding not less than 100
Shares each upon our admission to the ACE Market. We expect to meet the public shareholding
spread requirement at the point of our Listing.
If the public spread requirement is not met, we may not be permitted to proceed with the Listing.
In such an event, monies paid in respect of all Applications will be returned in full, without
interest or any share of revenue or benefits arising therefrom. If such monies are not returned
in full within 14 days after we become liable to do so, the provision of Section 243(2) of the
CMSA shall apply accordingly.
22
4.3 SHARE CAPITAL, CLASSES OF SHARES AND RANKINGS
4.3.1 Share Capital
Upon completion of our IPO, our share capital would be as follows:
Details No. of Shares (RM)
Issued share capital as at the date of this Prospectus 1,000 100
[Issued for the Acquisition of TSA Industries] 231,974,000 120,000,150
IPO Shares to be issued under the Public Issue 77,325,000 [●](1)
Enlarged share capital upon our Listing 309,300,000 [●]
IPO Price [●]
Note:
(1) Based on the Public Issue of 77,325,000 IPO Shares at the IPO Price less the estimated
listing expenses allowed to be set off against equity of approximately RM[●] million.
4.3.2 Classes of shares and ranking
As at the date of this Prospectus, we have only one class of shares, being ordinary shares, all
of which rank equally amongst one another.
Our IPO Shares will, upon allotment and issuance, rank equally in all respects with our existing
Shares including voting rights and will be entitled to all rights and dividends and other
distributions that may be declared subsequent to the date of allotment of our IPO Shares.
Subject to any special rights attaching to any Shares we may issue in the future, our
shareholders shall, in proportion to the amount paid on our Shares held by them, be entitled to
share in the profits paid out by us in the form of dividends and other distributions. Similarly, if
our Company is liquidated, our shareholders shall be entitled to the surplus (if any), in
accordance with our Constitution after the satisfaction of any preferential payments in
accordance with the Act and our liabilities.
At every general meeting of our Company, each of our shareholders shall be entitled to vote in
person, by proxy or by attorney or by other duly authorised representative. Any resolution set
out in the notice of any general meeting, or in any notice of resolution which may properly be
moved and is intended to be moved at any general meeting, is voted by poll. On a poll, each
shareholder present either in person, by proxy, by attorney or by other duly authorised
representative shall have one vote for each Share held or represented. A proxy may but need
not be a member of our Company.
4.4 BASIS OF ARRIVING AT OUR IPO PRICE
Our Directors and AmInvestment Bank, as the Principal Adviser, Sponsor, Placement Agent
and Underwriter had determined and agreed to the IPO Price after taking into consideration the
following factors:
(a) Based on the historical audited combined statements of comprehensive income of our
Group for the FYE 2022, we recorded a PAT attributable to owners of the Company from
continuing operations of RM40.66 million representing an EPS of RM0.13 (based on our
enlarged issued share capital of 309,300,000 Shares upon Listing), which translates into
a PE Multiple of [●] times based on the IPO Price.
23
Our detailed business operations and financial history are set out in Sections 7 and 12
of this Prospectus, respectively.
(b) Our competitive strengths as set out in Section 7.3 of this Prospectus;
(c) Our business strategies and future plans as set out in Section 7.21 of this Prospectus;
(d) Our pro forma consolidated NA per Share as at 31 December 2022 of RM[●] based on
our enlarged issued share capital of 309,300,000 Shares upon Listing and after the use
of proceeds raised from our Public Issue.
You should note that the market price of our Shares upon Listing is subject to the vagaries of
market forces and other uncertainties that may affect the price of our Shares. You are reminded
to carefully consider the risk factors as set out in Section 9 of this Prospectus before deciding
to invest in our Shares.
4.5 EXPECTED MARKET CAPITALISATION UPON LISTING
Based on our IPO Price and enlarged share capital of 309,300,000 Shares upon Listing, our
total market capitalisation will be RM[●] million.
4.6 DILUTION
Dilution is the amount by which our IPO Price exceeds our pro forma consolidated NA per Share
immediately after our IPO. The following table illustrates such dilution on a per Share basis:
RM
IPO Price [●]
(1)
Pro forma consolidated NA per Share as at 31 December 2022 after the 0.55
Acquisition of TSA Industries but before IPO
(2)
Pro forma consolidated NA per Share after the Acquisition of TSA Industries, [●]
Public Issue and use of proceeds
Increase in NA per Share attributable to existing shareholders [●]
Dilution in NA per Share to our new investors [●]
Dilution to our new investors as a percentage of the IPO Price [●]%
Notes:
(1) Based on the pro forma consolidated NA attributable to owners of the Company of
approximately RM127.73 million divided by the 231,975,000 Shares prior to the Listing.
(2) Based on the pro forma consolidated NA attributable to owners of the Company of
approximately RM[●] million divided by the enlarged 309,300,000 Shares upon Listing.
24
The following table shows the average effective cost per Share paid by our existing
shareholders for our Shares before our IPO and up to the date of this Prospectus:
Average
Total effective
No. of Shares No. of Shares consideration cost per
Shareholders held before IPO held from IPO (RM) Share (RM)
Promoters and
substantial shareholders
KVC Properties 116,218,974 - 60,120,075.25 0.517
Barisan Jutawan 27,604,906 - 14,280,017.87 0.517
Promoters, substantial
shareholders and
Directors
Chew Kuan Fah 57,994,490 - 30,000,136.55 0.517
Chew Yik Wai 18,557,920 - 9,600,012.02 0.517
Ng Kim Liang 11,598,700 - 6,000,007.51 0.517
Pre-listing investor
Yap Wan Loong 10 - 1.00 0.100
Key senior management

Loh Pei Ling - 650,000 [●] [●]
Tan Bee Hong - 250,000 [●] [●]
Lai Hoi Lian - 150,000 [●] [●]
Low Chan Kheun - 350,000 [●] [●]
Wong Foot Nam - 400,000 [●] [●]
Save as disclosed above, there has been no acquisition or subscription of any of our Shares
by our Promoters, Directors, substantial shareholders or key senior management or persons
connected with them, or any transaction entered into by them which grants them the right to
acquire any of our Shares from the date of our incorporation up to the date of this Prospectus.
4.7 OBJECTIVES OF OUR IPO
The objectives of our IPO are as follows:
(a) to enable our Group to raise funds for the purposes specified in Section 4.8 of this
Prospectus;
(b) to provide an opportunity for the Malaysian Public, including our eligible employees and
persons who have contributed to the success of our Group to participate in our equity
and future growth of our Group;
(c) to enable our Group to gain recognition through our listing status and further enhance
our corporate reputation and brand name which is aimed at expanding our customer
base; and
(d) to enable our Group to gain access to the equity capital market for future fund raising
and to provide us the financial flexibility to pursue future growth opportunities, as and
when they arise.
25
4.8 USE OF PROCEEDS
We expect to use the gross proceeds from our Public Issue amounting to RM[●] million in the
following manner:
Estimated timeframe for use

Details of use of proceeds from the date of our Listing RM’000 %
Capital expenditure for the Within 24 months [●] [●]
establishment of Semenyih
Manufacturing Premises
Working capital Within 36 months [●] [●]
Repayment of bank borrowings Within 5 months [●] [●]
Estimated listing expenses Within 1 month [●] [●]
Total [●] 100.0
Further details on the use of proceeds from our Public Issue are as follows:
4.8.1 Capital expenditure for the establishment of the Semenyih Manufacturing

Premises
The total estimated construction cost for the Semenyih Manufacturing Premises is
approximately RM[●] million. We have earmarked RM[●] million of our gross proceeds
from the Public Issue for the construction of the Semenyih Manufacturing Premises.
The gross proceeds of RM[●] million is intended to finance approximately [●]% of the
construction cost of the Semenyih Manufacturing Premises. As at the LPD, we have
accepted an offer from a financial institution for an additional RM126.9 million of bank
borrowings, where RM[●] million is earmarked for the construction. The balance
construction cost will be funded via internally generated funds. The construction of the
Semenyih Manufacturing Premises is part of our business expansion plans to expand
our manufacturing line to include a stainless steel cold rolling line.
As at the LPD, our Group has submitted applications to the relevant authorities for the
construction of the Semenyih Manufacturing Premises, which shall comprise the
following:
Approximate built-
up area
Area (sq ft)
Office area 31,000
Production area for stainless steel cold rolling 196,077
2 blocks of workers’ hostel 20,430
TOTAL 247,507
26
The timeframe for the construction of our Semenyih Manufacturing Premises is set out
below:
Indicative Timeline Milestones

 Engage main contractor to construct the Semenyih Manufacturing
Third quarter 2023 Premises.
 Commence construction works for the said premises.
 Complete construction of the Semenyih Manufacturing Premises.
First quarter 2025
 Commence setting up for the stainless steel cold rolling line.
Fourth quarter 2025  Commissioning of the stainless steel cold rolling line.
If the actual construction expenses are higher than budgeted, the deficit will be funded
by internally generated funds. Conversely, if the actual construction expenses are lower
than budgeted, the excess will be used for working capital requirements of our Group.
4.8.2 Working capital
We have earmarked RM[●] million of our gross proceeds from the Public Issue for our
working capital requirements. The proposed allocations of the proceeds are set out
below:
Details RM’000
Purchase of input materials and products in the following
proportions:
Stainless steel products [●]
Hardware and other metal products [●]
[●]
4.8.3 Repayment of bank borrowings
We have earmarked RM[●] million of our gross proceeds from the Public Issue to
partially repay our bank borrowings as follows:
Outstanding
amount as at Proposed
Interest the LPD repayment
Banking facility Purpose rate (RM’000) (RM’000)
Onshore Foreign Mainly used for 6.07%- 25,303 [●]
Currency Loan working capital to 6.69%
(“OFCL”) purchase input
materials
Trade Commodity Mainly used for 6.01%- 9,245 [●]
Financing-I (“TCF-i”) working capital to 6.24%
purchase input
materials
Banker Acceptance Mainly used to 4.25%- 26,231 [●]
(“BA”) finance the 4.60%
purchase of input
materials
60,779 [●]
Based on the above, the expected annual interest savings is ranging approximately
from RM[●] million to RM[●] million based on the prevailing interest rates ranging
between 4.25% per annum and 6.69% per annum for the banking facilities from the
above financial institutions.
27
4.8.4 Estimated listing expenses
We have earmarked RM[●] million of our gross proceeds from the Public Issue to be
used for our listing expenses as follows:
Details RM’000
Professional fees (1) [●]

Fees payable to authorities [●]
Underwriting, placement and brokerage fees [●]
Printing, advertising fees and contingencies (2) [●]
Total [●]
Notes:
(1) Includes advisory fees for, amongst others, our Principal Adviser, Solicitors,
Reporting Accountants, Independent Business and Market Research Consultants
and Issuing House and Share Registrar.
(2) Contingencies include other related expenses in connection with the IPO, such as
media related expenses and IPO event expenses.
If the actual listing expenses are higher than estimated, the shortfall will be funded from the
proceeds allocated for working capital purposes, as set out in Section 4.8.2 above. Conversely,
if the actual listing expenses are lower than budgeted, the excess will be used for working
capital requirements of our Group.
Pending the eventual use of the proceeds raised from the Public Issue for the above intended
purposes, the funds or part thereof will be placed in short-term deposits with licensed financial
institutions or short-term money market instruments.
4.9 BROKERAGE FEE, UNDERWRITING COMMISSION AND PLACEMENT FEE
4.9.1 Brokerage fee
We will bear the brokerage fees in respect of the IPO Shares at the rate of 1.00% of the IPO
Price in respect of successful Applications which bear the stamp of AmInvestment Bank,
participating organisations, members of the Association of Banks in Malaysia, members of the
Malaysia Investment Banking Association in Malaysia or Issuing House.
4.9.2 Underwriting commission
AmInvestment Bank, as our Underwriter, has agreed to underwrite 30,930,000 IPO Shares
made available for application by the Malaysian Public and the Eligible Persons as set out in
Sections 4.2.1(i) and 4.2.1(ii) of this Prospectus. We will pay our Underwriter an underwriting
commission of [●]% of the total value of the IPO Shares underwritten at the IPO Price.
4.9.3 Placement fee
AmInvestment Bank, as our Placement Agent, has agreed to place out 46,395,000 Issue
Shares comprising 7,732,500 IPO Shares and 38,662,500 IPO Shares to selected investors
and selected Bumiputera Investors approved by MITI, respectively as set out in Sections
4.2.1(iii) and 4.2.1 (iv) of this Prospectus. We will pay our Placement Agent a placement fee at
the rate of [●]% of the IPO Price for each IPO Share placed out by our Placement Agent.
28
4.10 SALIENT TERMS OF THE UNDERWRITING AGREEMENT
On [●], we had entered into the Underwriting Agreement with our Underwriter, whereby our
Underwriter has agreed to underwrite [●] IPO Shares (“Underwritten Shares”), upon the terms
and subject to the conditions as set out in the Underwriting Agreement.
The salient terms of the Underwriting Agreement are as follows:-
[To be inserted upon execution of the Underwriting Agreement]
4.11 TRADING AND SETTLEMENT IN SECONDARY MARKET
Our Shares will be admitted to the Official List of the ACE Market and an official quotation will
commence after, among others, the receipt of confirmation from Bursa Depository that all of our
IPO Shares have been duly credited into the respective CDS Accounts of the successful
applicants.
Pursuant to Section 14(1) of the SICDA, Bursa Securities has prescribed our Shares as
securities to be deposited into the CDS. Following this, we will deposit our Shares directly with
Bursa Depository and any dealings in our Shares will be carried out in accordance with the
SICDA and the Rules of Bursa Depository. We will not issue any share certificates to successful
applicants.
Upon our Listing, transactions in our Shares under the book-entry settlement system will be
reflected by the seller's CDS Account being debited with the number of Shares sold and the
buyer's CDS Account being credited with the number of Shares acquired.
Trading of shares of companies listed on Bursa Securities is normally done in “board lots” of
100 shares. Investors who desire to trade less than 100 shares will trade under the odd lot
board. Settlement of trades done on a "ready" basis on Bursa Securities generally takes place
on the second Market Day following the transaction date, and payment for the securities is
generally settled on the second Market Day following the transaction date.
29
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT
5.1 PROMOTERS AND SUBSTANTIAL SHAREHOLDERS
5.1.1 Promoters’ and substantial shareholders’ shareholdings
Our Promoters and/or substantial shareholders and their respective shareholdings in our Company before and after our IPO are as follows:
Country of Before IPO After IPO

incorporation/ Direct Indirect Direct Indirect
Name Nationality No. of Shares %(1) No. of Shares %(1) No. of Shares %(2) No. of Shares %(2)
Promoters and substantial shareholders
Barisan Jutawan Malaysia 27,604,906 11.9 - - 27,604,906 8.9 - -
KVC Properties Malaysia 116,218,974 50.1 - - 116,218,974 37.6 - -
Chen Khai Voon Malaysian - - 116,218,974(3) 50.1 - - 116,218,974(3) 37.6
Chew Kuan Fah Malaysian 57,994,490 25.0 27,604,906(4) 11.9 57,994,490 18.8 27,604,906(4) 8.9
Chew Yik Wai Malaysian 18,557,920 8.0 27,604,906(4) 11.9 18,557,920 6.0 27,604,906(4) 8.9
Ng Kim Liang Malaysian 11,598,700 5.0 27,604,906(4) 11.9 11,598,700 3.7 27,604,906(4) 8.9
KVC Corporation Malaysia - - 116,218,974(5) 50.1 - - 116,218,974(5) 37.6
Synergy Cal Malaysia - - 116,218,974(5) 50.1 - - 116,218,974(5) 37.6
Sa Chee Peng Malaysian - - 116,218,974(6) 50.1 - - 116,218,974(6) 37.6
Notes:
(1) Based on our share capital of 231,975,000 Shares before IPO.
30
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (Cont’d)
(2) Based on our enlarged share capital of 309,300,000 Shares after IPO.
(3) Deemed interested by virtue of his indirect shareholding in KVC Properties via KVC Corporation pursuant to Section 8(4) of the Act.
(4) Deemed interested by virtue of their direct shareholdings in Barisan Jutawan pursuant to Section 8(4) of the Act.
(5) Deemed interested by virtue of their direct shareholdings in KVC Properties pursuant to Section 8(4) of the Act.
(6) Deemed interested by virtue of his indirect shareholding in KVC Properties via Synergy Cal pursuant to Section 8(4) of the Act.
Our Promoters and substantial shareholders do not have different voting rights from other shareholders of our Group.
31
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND

KEY SENIOR MANAGEMENT (Cont’d)
5.1.2 Profiles of Promoters and/or substantial shareholders
(i) Barisan Jutawan

Promoter and substantial shareholder
Barisan Jutawan, our Promoter and substantial shareholder, was incorporated in

Malaysia under the Companies Act, 1965 on 23 December 2000 and deemed
registered under the Act as a private limited company under the name Center De
Abrasive Sdn Bhd. On 4 May 2005, the name of the company was changed to TSA
Truck Parts Industries Sdn Bhd and on 7 March 2008, the name of the company was
changed to TSA Auto Parts Sdn Bhd. On 1 June 2015, the company changed its
name to Barisan Jutawan Sdn Bhd. As at the LPD, Barisan Jutawan is an investment
holding company holding shares in TSA Industries.
As at the LPD, the issued share capital of Barisan Jutawan is RM100,000 comprising
100,000 ordinary shares and the directors are Chew Kuan Fah, Chew Yik Wai and
Ng Kim Liang.
The shareholders of Barisan Jutawan and their respective shareholdings as at the

LPD are as follows:
Direct Indirect
No. of No. of
ordinary ordinary
Shareholders Nationality shares % shares %
Chew Kuan Fah Malaysian 50,000 50.0 - -
Chew Yik Wai Malaysian 25,000 25.0 - -
Ng Kim Liang Malaysian 25,000 25.0 - -
(ii) KVC Properties

KVC Properties, our Promoter and substantial shareholder, was incorporated in

Malaysia under the Companies Act, 1965 on 20 December 1995 and deemed
registered under the Act as a private limited company under the name Lewden
Electric (J.B.) Sdn Bhd. The company changed its name to R&R Industrial Products
(Johor Bahru) Sdn Bhd on 27 December 2001. On 20 May 2008, its name was
changed to ATIS Properties Sdn Bhd and subsequently on 24 June 2013, it changed
its name to KVC Properties Sdn Bhd. As at the LPD, KVC Properties is principally
involved in holding properties and providing accounting services.
As at the LPD, the issued share capital of KVC Properties is RM138,927,439

comprising 200,000 ordinary shares and 100 preference shares. The directors of KVC
Properties are Chen Khai Voon and Sa Chee Peng.
32

The shareholders of KVC Properties and their respective shareholdings as at the LPD
are as follows:
Direct Indirect
Country of No. of No. of
Incorporation/ ordinary ordinary
KVC Corporation(1) Malaysia 102,000(2) 51.0 - -
Synergy Cal Malaysia 98,000(3) 49.0 - -
Chen Khai Voon Malaysian - - 102,000(4) 51.0
Sa Chee Peng Malaysian - - 98,000(5) 49.0
Notes:
(1) As at the LPD, KVC Corporation also holds all 100 preference shares in KVC
Properties.
(2) As at the LPD, the shareholders of KVC Corporation are Chen Khai Voon
(76.0%), Chen Siew Chong @ Chin Siew Chong (12.0%) and Chen Kim Lian
(12.0%).
(3) As at the LPD, the shareholders of Synergy Cal are as follows:
No. of
ordinary
shares %
Sa Chee Peng 590 59.0
Chen Siew Chong @ Chin Siew Chong 100 10.0
Lee Kok Keong 100 10.0
Chong Koon Yen 100 10.0
Chong Lee Chew 20 2.0
Wong Kok Leong 30 3.0
Yew Sheau Huey @ Ng Sheau Huey 20 2.0
Lew Swan Swan 40 4.0
(4) Deemed interested by virtue of his direct shareholding in KVC Corporation.
(5) Deemed interested by virtue of his direct shareholding in Synergy Cal.
33

(iii) Chew Kuan Fah

Promoter, substantial shareholder and Group Managing Director
Chew Kuan Fah, a Malaysian aged 57, is our Promoter, substantial shareholder and
Group Managing Director. He was appointed to our Board on 18 March 2022. He
obtained a Diploma in Electrical and Electronic Engineering from Maju Institute
Technology, Malaysia in 1988.
Mr Chew began his career with Radio & General Engineering Sdn Bhd as a Project
Estimator cum Engineering Assistant in 1984 where he was responsible for electrical
contracts, project costings, and supervising projects. He left Radio & General
Engineering Sdn Bhd in 1987 to join Scott & English Sdn Bhd as a Sales
Representative and was later redesignated as Sales Product Specialist. His
responsibilities at Scott & English Sdn Bhd include sales and marketing work.
In 1994, he joined KVC Industries Sdn Bhd (formerly known as Kompress Cable
Accessories Sdn Bhd) as a Sales Manager and was later promoted to Executive
Director (non-board position) in 1996 where he was responsible for overseeing sales
and product management.
In 2002, he joined Thian Soon Industrial Hardware Sdn Bhd (now known as TSA
Industries) as a Sales and Marketing Director where he was responsible for managing
the company’s sales and marketing department. He was appointed to the board of
TSA Industries in 2004 and was promoted to the position of Managing Director in the
same year. In 2022, he was redesignated as Group Managing Director where he is
responsible for developing strategic plans and overseeing the management,
operations and sales of our Group.
Mr Chew holds directorships in several private companies. Further details of his

directorships in other private limited companies are as set out in Section 5.2.4 of this
Prospectus.
(iv) Chew Yik Wai

Promoter, substantial shareholder and Executive Director
Chew Yik Wai, a Malaysian aged 60, is our Promoter, substantial shareholder and
Executive Director. He was appointed to our Board on 18 October 2022.
Mr Chew attended secondary education at Sekolah Menengah Kebangsaan Dato’

Onn, Kuala Lumpur.
Mr Chew began his career with Syarikat Tai Kwong Hardware (K.L) Sdn Berhad as a
storekeeper in 1979. He was later promoted to Counter Sales Support position in
1986 where he was responsible for handling customers’ enquiries, counter purchases
and issuing invoices. He left Syarikat Tai Kwong Hardware (K.L) Sdn Berhad in 1993.
In 1994, he joined Thian Soon Industrial Hardware Sdn Bhd (now known as TSA
Industries) as a Purchasing Manager where he was responsible for conducting local
and overseas market surveys on pricing and quality and providing market competitive
analysis. In 1999, he was promoted to Director, Product Development and Marketing
and was later redesignated as Executive Director, Marketing and Product
Development (non-board position) in 2007 where his responsibilities included
conceptualising new products and implementing marketing plans. He was
redesignated as Executive Director (non-board position) in 2013 and was
subsequently appointed to the board of TSA Industries in 2022. As our Executive
Director, he is responsible for the overall operations of our Group relating to
production, procurement and export markets.
34

Mr Chew holds directorships in several private companies. Further details of his

Prospectus.
(v) Ng Kim Liang

Promoter, substantial shareholder and Executive Director
Ng Kim Liang, a Malaysian aged 54, is our Promoter, substantial shareholder and
Executive Director. He was appointed to our Board on 17 November 2022. He
completed his secondary education at Sekolah Menengah Kebangsaan Kepong,
Selangor in 1986.
Mr Ng began his career with Khiam Hin & Co as a debt recovery and counter sales
officer in 1987 where his responsibilities included the collection of credit sales debts
and handling customers’ enquiries. In the same year, he left Khiam Hin & Co to join
Hong Seng Tat Hardware & Co as a Shop Assistant. He then left Hong Seng Tat
Hardware & Co in 1990 to join Hung Sing Tat Hardware & Machinery Sdn Bhd as a
Shop Assistant. At both Hong Seng Tat Hardware & Co and Hung Sing Tat Hardware
& Machinery Sdn Bhd, he was responsible for the sales activities for maintenance,
repair and operations, customers and sourcing products for back-to-back sales.
In 1992, he left Hung Sing Tat Hardware & Machinery Sdn Bhd to join Genware
Engineering Hardware Supply as a Sales Executive and was subsequently promoted
to Manager. He then left Genware Engineering Hardware Supply in 1997 and joined
Genware Engineering Hardware Supply Sdn Bhd in 1998 as a Manager. At both
Genware Engineering Hardware Supply and Genware Engineering Hardware Supply
Sdn Bhd, he was responsible for managing the business operations of the company
including sales budget, product sourcing, and collection.
In 2001, he left Genware Engineering Hardware Supply Sdn Bhd to join Genware
Industrial Supply Sdn Bhd as a Manager where he was also responsible for the
business operations of the company including sales budget, product sourcing, and
collection.
In the same year, he left Genware Industrial Supply Sdn Bhd to join Thian Soon
Industrial Hardware Sdn Bhd (now known as TSA Industries) as a Sales Manager.
Since then, he has held various positions at TSA Industries including General
Manager, Sales from 2007 to 2009 and Director, Sales from 2009 to 2022. In 2022,
he was appointed to the board of TSA Industries and subsequently redesignated as
Executive Director. As our Executive Director, he is responsible for the overall
management and the day-to-day operations of the sales and marketing department
of our Group, which includes leading the sales team to achieve the annual sales target
and developing pricing and sales strategies of our Group.
Mr Ng also holds directorships in several private companies. Further details of his

Prospectus.
35

(vi) Chen Khai Voon

Chen Khai Voon, a Malaysian aged 62, is our Promoter and substantial shareholder.
From 1981 to 1989, he worked in the financial sector and followed by electrical
supplies distribution sector in Malaysia.
In 1989, Mr Chen founded KVC Industrial (formerly known as KVC Electric (M) Sdn
Bhd). The principal activities of KVC Industrial are investment holding, distribution and
supply of industrial, electrical and electronic products and related accessories and
components. He is presently a director of KVC Industrial, a position which he has held
since 1989.
In 2002, he was appointed to the board of ATIS Corporation Berhad (now known as
KVC Corporation Sdn Bhd) and was subsequently appointed as Group Managing
Director of ATIS Corporation Berhad in 2004. He presently holds directorships in other
private limited companies in Malaysia.
(vii) KVC Corporation

Substantial shareholder
KVC Corporation, our substantial shareholder, was incorporated in Malaysia under

the Companies Act, 1965 on 8 September 1997 and deemed registered under the
Act as a public limited company under the name KVC Corporation Berhad. On 23
May 2002, it changed its name to ATIS Corporation Berhad and it was listed on the
Main Board of Kuala Lumpur Stock Exchange in August 2002. It was converted to a
private limited company on 24 December 2012 and subsequently on 22 January
2013, it changed its name to KVC Corporation Sdn Bhd. As at the LPD, KVC
Corporation is an investment holding company principally involved in holding
investment in shares.
As at the LPD, the issued share capital of KVC Corporation is RM2,395,347

comprising 4,790,694 ordinary shares and its directors are Chen Khai Voon, Chen
Siew Chong @ Chin Siew Chong, Dato’ Jeeventhiran A/L Ramanaidu and Chen Kim
Lian (alternate to Chen Siew Chong @ Chin Siew Chong).
The shareholders of KVC Corporation and their respective shareholdings as at the

LPD are as follows:
Direct Indirect
No. of No. of
ordinary ordinary
Chen Khai Voon Malaysian 3,640,928 76.0 - -
Chen Siew Chong @ Malaysian 574,883 12.0 - -

Chin Siew Chong
Chen Kim Lian Malaysian 574,883 12.0 - -
36

(viii) Synergy Cal

Synergy Cal, our substantial shareholder, was incorporated in Malaysia under the
Companies Act, 1965 on 26 December 2006 and deemed registered under the Act
as a private limited company. As at the LPD, Synergy Cal is an investment holding
company holding shares in KVC Properties only.
As at the LPD, the issued share capital of Synergy Cal is RM1,000 comprising 1,000
ordinary shares and the directors are Sa Chee Peng, Lee Kok Keong and Chong
Koon Yen.
The shareholders of Synergy Cal and their respective shareholdings as at the LPD
are as follows:
Direct Indirect
No. of No. of
ordinary ordinary
Sa Chee Peng Malaysian 590 59.0 - -
Chen Siew Chong @ Malaysian 100 10.0 - -

Chin Siew Chong
Lee Kok Keong Malaysian 100 10.0 - -
Chong Koon Yen Malaysian 100 10.0 - -
Chong Lee Chew Malaysian 20 2.0 - -
Wong Kok Leong Malaysian 30 3.0 - -
Yew Sheau Huey @ Ng Malaysian 20 2.0 - -

Sheau Huey
Lew Swan Swan Malaysian 40 4.0 - -
(ix) Sa Chee Peng

Sa Chee Peng, a Malaysian aged 52, is our substantial shareholder.
Mr Sa began his career with KVC Electric (Selangor) Sdn Bhd in 1995 as Sales
Executive where he was responsible for the sales and marketing activities of the
company. In 1997, he was transferred to KVC Connectors Sdn Bhd and was
subsequently promoted to the position of Chief Operating Officer where he was
responsible for overseeing the operations of the company.
In 1999, Mr Sa moved to KVC Industrial and was appointed as the Director of Sales
and Marketing. In 2002, he was appointed to the board of KVC Industrial. He is
presently a director of KVC Industrial where he is responsible for overseeing the
operations of KVC Industrial and its group of companies. He also holds directorships
in other private limited companies in Malaysia.
37
5.1.3 Changes in Promoters’ and substantial shareholders’ shareholdings
The changes in our Promoters and substantial shareholders’ respective shareholdings in our Company since incorporation up to the LPD are as follows:
As at incorporation on 18 March 2022 After the Acquisition of TSA Industries After the IPO
Direct Indirect Direct Indirect Direct Indirect
No. of No. of No. of No. of
Name Shares %(1) Shares % Shares %(2) No. of Shares %(2) Shares % No. of Shares %

Barisan Jutawan - - - - 27,604,906 11.9 - - 27,604,906 8.9 - -
KVC Properties - - - - 116,218,974 50.1 - - 116,218,974 37.6 - -
Chew Kuan Fah 100(3) 100.00 - - 57,994,490 25.0 27,604,906(4) 11.9 57,994,490 18.8 27,604,906(4) 8.9
Chew Yik Wai - - - - 18,557,920 8.0 27,604,906(4) 11.9 18,557,920 6.0 27,604,906(4) 8.9
Ng Kim Liang - - - - 11,598,700 5.0 27,604,906(4) 11.9 11,598,700 3.7 27,604,906(4) 8.9
Chen Khai Voon - - - - - - 116,218,974(5) 50.1 - - 116,218,974(5) 37.6
KVC Corporation - - - - - - 116,218,974(6) 50.1 - - 116,218,974(6) 37.6
Synergy Cal - - - - - - 116,218,974(6) 50.1 - - 116,218,974(6) 37.6
Sa Chee Peng - - - - - - 116,218,974(7) 50.1 - - 116,218,974(7) 37.6
Notes:
(1) Based on our issued share capital of 100 Shares as at the date of incorporation.
(2) Based on our issued share capital of 231,975,000 Shares after the Acquisition of TSA Industries but before our IPO.
(3) On 21 October 2022, 890 new Shares were allotted and issued to Chew Kuan Fah at an issue price of RM0.10 per Share and 10 new Shares were allotted
and issued to Yap Wan Loong at an issue price of RM0.10 per Share.
38
(5) Deemed interested by virtue of his indirect shareholding in KVC Properties via KVC Corporation pursuant to Section 8(4) of the Act.
(6) Deemed interested by virtue of their direct shareholdings in KVC Properties pursuant to Section 8(4) of the Act.
(7) Deemed interested by virtue of his indirect shareholding in KVC Properties via Synergy Cal pursuant to Section 8(4) of the Act.
39

5.1.4 Persons exercising control over the corporation
Save for our Promoters and substantial shareholders who collectively hold 75.0% of our
enlarged issued share capital after our IPO, there is no other person who is able to, directly
or indirectly, jointly or severally, exercise control over our Company. As at the LPD, there is
no arrangement which may result in a change in control of our Company.
5.1.5 Amounts or benefits paid or intended to be paid or given to our Promoters or

substantial shareholders
Save as disclosed below, there are no other amounts or benefits that have been paid or
intended to be paid to our Promoters and substantial shareholders within the 2 years
preceding the date of this Prospectus:
(i) the issuance of 231,974,000 Shares as consideration for the Acquisition of TSA
Industries;
(ii) declaration and payment of dividend to KVC Properties, Barisan Jutawan, Chew Kuan
Fah, Chew Yik Wai and Ng Kim Liang for FYE 2021 and FYE 2022 as follows:
FYE 2021 FYE 2022

RM’000 RM’000

KVC Properties 17,535 17,535
Barisan Jutawan 4,165 4,165
Chew Kuan Fah 8,750 8,750
Chew Yik Wai 2,800 2,800
Ng Kim Liang 1,750 1,750
Total 35,000 35,000
(iii) prior to the completion of the Acquisition of TSA Industries, TSA Industries proposes
to declare additional dividend, the quantum of which shall not exceed the consolidated
after-tax profit generated by TSA Industries between 1 January 2023 up to the
completion of the Acquisition of TSA Industries, subject always to applicable laws and
the approval of its financiers, if applicable, and provided that the Group shall have
sufficient working capital; and
(iv) aggregate remuneration and material benefits-in-kind paid or proposed to be paid to

certain Promoters and/or substantial shareholders namely, Chew Kuan Fah, Chew
Yik Wai and Ng Kim Liang, who are also our Directors, for services rendered to our
Group in all capacities for the FYE 2021, FYE 2022 and FYE 2023 as set out in
Section 5.2.6 of this Prospectus.
40

5.2 BOARD OF DIRECTORS
5.2.1 Directors
Our Board comprises the following members:
Director Nationality Designation Age Date of appointment
Lim Hun Soon @ Malaysian Independent Non- 67 4 November 2022

David Lim (M) Executive Chairman
Chew Kuan Fah (M) Malaysian Group Managing 57 18 March 2022

Director
Chew Yik Wai (M) Malaysian Executive Director 60 18 October 2022
Ng Kim Liang (M) Malaysian Executive Director 54 17 November 2022
Chong Chin Look (M) Malaysian Independent Non- 59 17 November 2022

Executive Director
Karmjit Kaur A/P Malaysian Independent Non- 61 17 November 2022

Sarban Singh (F) Executive Director
Shahira Binti Abdul Malaysian Independent Non- 54 17 November 2022

Aziz (F) Executive Director
(M) Male
(F) Female
5.2.2 Profiles of Directors
The profiles of our Directors are as follows:
(i) Lim Hun Soon @ David Lim

Independent Non-Executive Chairman
Lim Hun Soon @ David Lim, a Malaysian aged 67, is our Independent Non-Executive
Director. He was appointed to our Board on 4 November 2022. He graduated with a
Bachelor of Arts in Economics from University of Leeds, United Kingdom in 1978.
Mr Lim is a member of the Malaysian Institute of Accountants, The Malaysian Institute

of Certified Public Accountants, The Chartered Institute of Taxation, United Kingdom
and The Institute of Chartered Accountants in England and Wales.
Mr Lim began his career with Peat Marwick Mitchell (now known as KPMG) in the
United Kingdom in 1978. He returned to Malaysia in 1982 to continue his service with
KPMG. He was admitted as a partner of KPMG in 1990. He served in KPMG’s
Management Committee from 1997 to 2001 and the Partnership Supervisory Council
from 2002 to 2010. He retired from KPMG in 2011.
He was the Chairman of the MICPA Code of Ethics Committee and a member of the
Malaysian Institute of Accountants Code of Ethics Committee from 2002 to 2004.
41

In 2013, Mr Lim was appointed as Council member of The Institute of Chartered

Accountants in England and Wales (“ICAEW”). The position was for a term of two (2)
years till 2015. He was reappointed for a further two (2) terms till March 2019 (being
the maximum permitted tenure).
Mr Lim sits on the board of several companies listed on the Main Market of Bursa
Securities namely, Kawan Food Berhad, Press Metal Aluminium Holdings Berhad and
Ranhill Utilities Berhad, as Independent Non-Executive Director. He is also an
Independent Non-Executive Director of Starcrest Education Limited, a company listed
on the London Stock Exchange.
Further details of Mr Lim’s directorships in other private and unlisted public limited
companies are set out in Section 5.2.4 of this Prospectus.
(ii) Chew Kuan Fah

Group Managing Director
Please refer to Section 5.1.2 of this Prospectus for his profile.
(iii) Chew Yik Wai

Executive Director
(iv) Ng Kim Liang

Executive Director
(v) Chong Chin Look

Independent Non-Executive Director
Chong Chin Look, a Malaysian aged 59, is our Independent Non-Executive Director.
He was appointed to our Board on 17 November 2022. He obtained a Bachelor of
Economics with a major in Business Administration with Honours in 1987 from
University of Malaya, Malaysia. He is a member of The Malaysian Institute of Certified
Public Accountants since 1992 and a member of the Malaysian Institute of
Accountants since 1993.
Mr Chong began his career with KPMG Peat Marwick (now known as KPMG) as an
Audit Assistant in 1987 and was later promoted to Audit Senior in 1990 where he was
involved in assurance, audit, taxation and management consultancy. He left KPMG
in 1992 to join Bonia Corporation Berhad as Financial Controller where he was
responsible for the overall financial and corporate functions of Bonia Corporation
Berhad and its group companies. In 1994, he was appointed as a director of Bonia
Corporation Berhad and assumed the position of Group Finance Director. He held
the position of Financial Controller and Group Finance Director of Bonia Corporation
Berhad up until his retirement in 2022.
Mr Chong presently sits on the board of Bonia Corporation Berhad as Non-

Independent Non-Executive Director and CEKD Berhad as Independent Non-
Executive Director, which are public companies listed on Bursa Securities. He also
holds directorships in several private companies.
Further details of his directorships in other private limited companies are as set out in
Section 5.2.4 of this Prospectus.
42

(vi) Karmjit Kaur A/P Sarban Singh

Karmjit Kaur A/P Sarban Singh, a Malaysian aged 61, is our Independent Non-
Executive Director. She was appointed to our Board on 17 November 2022. She
graduated with a Bachelor of Arts from York University, Toronto, Canada in 1985.
Between 1985 and 1991, Ms Karmjit was working freelance and also pursuing further
studies remotely. She began her career with BSN Commercial Bank (M) Berhad (now
known as BSNC Corporation Berhad) as Unit Head, Automated Teller Machine
Centre in 1991. From 1994 to 2000, she held various positions at BSN Commercial
Bank (M) Berhad including Assistant Manager, Corporate Banking Division from 1996
to 1999 and Unit Head, Credit Control Department from 1999 to 2000. She left BSN
Commercial Bank (M) Berhad in 2000.
In 2001, Ms Karmjit joined Affin Merchant Bank Berhad as Vice President, Head of
Corporate Recovery Division where her responsibilities include overseeing and
formulating strategies to optimise recovery of defaulted loan exposure of corporate
and commercial borrowers arising out of Asian financial crisis.
In 2003, Ms Karmjit left Affin Merchant Bank Berhad to join the Commonwealth Bank
of Australia in Melbourne, Australia as an officer where she was responsible for
managing non-performing retail borrowers’ loan exposures, with various branches
throughout Australia.
In 2004, Ms Karmjit left the Commonwealth Bank of Australia and returned to Malaysia
and joined Affin Investment Bank Berhad (now known as Affin Hwang Investment
Bank Berhad) as Vice President, Head of Investment Credit Unit where she was
responsible for setting up the Investment Credit Unit to monitor and review investment
portfolio comprising mainly bonds and fixed income assets. She was later promoted
to First Vice President in 2006 where her responsibilities include overseeing and
formulating strategy to optimise recovery of defaulted corporate borrowers’ debt
exposures. In 2007, she was promoted to Senior Director, Head of Structured Lending
Department where she was primarily responsible for establishing business strategy
and annual budget to support and grow the debt exposure of the bank. She retired
from Affin Hwang Investment Bank Berhad in July 2021.
She presently sits on the board of Three-A Resources Berhad as Independent Non-
Executive Director, which is listed on the Main Market of Bursa Securities. She does
not hold any directorship in private limited companies.
(vii) Shahira Binti Abdul Aziz

Shahira Binti Abdul Aziz, a Malaysian aged 54, is our Independent Non-Executive
Director. She was appointed to our Board on 17 November 2022. She graduated with
a Bachelor of Science (Economics) in International Trade and Development with
Honours from The London School of Economics and Political Science, University of
London, United Kingdom in 1990.
Upon graduation, Ms Shahira began her career with stockbroker Rashid Hussain
Securities Sdn Bhd as a Research Analyst in 1990. In 1993, she was transferred to
RHB Research Institute Sdn Bhd as a Research Analyst and was later promoted to
Senior Research Analyst in 1994 where her responsibilities included evaluating the
investment merits of companies in the manufacturing and timber sectors and
providing investment recommendations to the sales team and clients.
43

In 1995, Ms Shahira was transferred from RHB Research Institute Sdn Bhd to the
dealing division of Rashid Hussain Securities Sdn Bhd as a Trainee Dealer’s
Representative. She was subsequently licensed as a Dealer’s Representative in 1996
and was assigned to service local institutional clients, mainly insurance-based
companies, and was responsible for keeping the clients abreast of daily stock and
market updates, providing stock recommendation ideas and executing stock trades
for clients. In 2000, she was promoted to the position of Assistant General Manager.
After more than 12 years in the stockbroking industry, Ms Shahira left Rashid Hussain
Securities Sdn Bhd in 2003 to join Optishift Solutions Sdn Bhd, a technology start-up
company, as an investor and was later appointed as an executive director of the
company in 2004. In 2006, she returned to the capital markets industry and joined
Bumiwerks Asset Management Sdn Bhd as a Corporate Planner where she was
responsible for the preparation of marketing materials on the company’s services for
prospective clients.
In 2007, Ms Shahira left Bumiwerks Asset Management Sdn Bhd to join Corston-
Smith Asset Management Sdn Bhd (“CSAM”) as a Corporate Planning and Client
Services Manager where she was responsible for the preparation of material
information on the company for prospective clients. Her scope of responsibilities was
later expanded to cover the role of Director, Fund Management where she conducted
company visits within the region and identified stock ideas from the ASEAN markets
for clients’ portfolios.
Ms Shahira left full-time employment with CSAM in 2014 and was engaged by CSAM
on a contract basis from 2014 until 2017 as a Service Consultant on CSAM’s Advisory
Panel. In 2017, she resumed full-time employment with CSAM as Director, Fund
Management where she was responsible for leading the regional investment team
and managing the ASEAN equity portfolio. In 2019, she was appointed to the board
of CSAM as an executive director and appointed as the Co-Chief Executive Officer of
CSAM where her scope of responsibilities was expanded to include other operational
and administrative matters of the company. She left CSAM in 2021.
Ms Shahira holds directorship in one private limited company. Further details of her
directorship in this private limited company are set out in Section 5.2.4 of this
Prospectus.
44
5.2.3 Directors’ shareholdings
Before our IPO(1) After our IPO(2)

Direct Indirect Direct Indirect
Director No. of Shares % No. of Shares % No. of Shares % No. of Shares %
Lim Hun Soon @ David Lim - - - - - - - -
Chew Kuan Fah 57,994,490 25.0 27,604,906(3) 11.9 57,994,490 18.8 27,604,906(3) 8.9
Chew Yik Wai 18,557,920 8.0 27,604,906(3) 11.9 18,557,920 6.0 27,604,906(3) 8.9
Ng Kim Liang 11,598,700 5.0 27,604,906(3) 11.9 11,598,700 3.7 27,604,906(3) 8.9
Chong Chin Look - - - - - - - -
Karmjit Kaur A/P Sarban Singh - - - - - - - -
Shahira Binti Abdul Aziz - - - - - - - -
Notes:
(1) Based on our issued share capital of 231,975,000 Shares after the Acquisition of TSA Industries.
(2) Based on our enlarged issued share capital of 309,300,000 Shares upon Listing.
45
5.2.4 Principal business performed outside our Group
Save as disclosed below, none of our Directors have any principal business activities performed outside our Group including principal directorships in the
past 5 years preceding the LPD:
(i) Chew Kuan Fah
% of shareholdings held
Company Principal activities Position held Date of appointment Date of cessation Direct Indirect
Present involvement
Auto 1 Car Service Centre Trading in spare parts, Shareholder - - 80.00 -

Sdn Bhd repairing and servicing
motor vehicles
Auto 1 Super Car Service Trading in auto spare Shareholder - - - 80.00(1)

Center Sdn Bhd parts and accessories
Barisan Jutawan Investment holding in Director / 10 July 2015 - 50.00 -

shares of the Company Shareholder
Decolive Property investment Director / 15 July 2022 - 31.90 -

holding Shareholder
Dekad Aliran Re Solusi Sdn Investment holding and Director / 19 November 2021 - - 30.00(2)
Bhd property development Shareholder
Ebest Alliance Investment holding in Director / 26 May 2008 - 70.00 -
shares Shareholder
46
Fortune Pavilion Sdn Bhd Wholesale of office Shareholder - - - 30.00(1)
furniture; wholesale of
perfumeries, cosmetics,
soap and toiletries;
manufacture of soap and
detergents, cleaning and
polishing preparations
GI Tech Manufacturing Sdn Manufacture of soap and Shareholder - - - 100.00(1)

Bhd detergents, cleaning and
polishing preparations;
wholesale of perfumeries,
cosmetics, soap and
toiletries
Mitra ACNC Property investment Director / 9 August 2004 - 20.00 -

holding Shareholder
Starvista Resources Sdn Bhd Trading and marketing for Shareholder - - - 55.00(1)
fast moving consumer
goods (for eg. sundries
items, food and beverage)
Total Bun Supplies Sdn Bhd Manufacturing and trading Director / 31 January 2013 - 19.00 -
frozen dough and buns Shareholder
TSA Coal Trade Sdn Bhd Dormant Director / 9 August 2004 - - 100.00(1)
Shareholder
TSA Mineral Resources Sdn Extraction and dredging of Director / 27 July 2004 - - 100.00(1)
Bhd industrial sand, sand for Shareholder
construction and gravel
47
Past involvement
Asia Oriental Metal Sdn Bhd Non-ferrous metal and Director 12 August 2008 6 April 2022 - -
other industrial hardware
products
Auto 1 Car Service Centre Sdn Trading in spare parts, Director 29 May 2008 1 July 2022 - -
Bhd repairing and servicing
motor vehicles
Auto 1 Super Car Service Trading in auto spare Director 2 September 2008 1 July 2022 - -
Centre Sdn Bhd parts and accessories
Fortune Pavilion Sdn Bhd Wholesale of office Director 13 October 2016 1 July 2022 - -
GI Tech Manufacturing Sdn Manufacture of soap and Director 24 January 2019 1 July 2022 - -
cosmetics, soap and
toiletries
KVC Corporation Investment holding in Director 22 November 2006 13 August 2018 - -

shares
48
Perniagaan dan Kejuruteraan Engineering works, Director 1 October 2018 1 November 2021 - -
Sutera Jaya Sdn Bhd services, consultancy and
food industries; supply
and distribution of
industrial chemicals and
construction materials
Seriplas Industries Sdn Bhd Dissolved(3) Director 3 December 2018 9 February 2021 - -
Starvista Resources Sdn Bhd Trading and marketing for Director 17 May 2016 1 July 2022 - -
Suria Serai Sdn Bhd Dissolved(4) Director 25 March 2015 22 June 2018 - -
TSA Chemical Sdn Bhd Distribution and supply of Director 14 March 2006 15 April 2022 - -
non-ferrous metal and
products; supply and
trading of industry and
household chemical
cleaning products
TSA International Sdn Bhd Dissolved(5) Director 6 January 2016 14 April 2021 - -
Notes:
(1) Deemed interested by virtue of his direct shareholdings in Ebest Alliance pursuant to Section 8(4) of the Act.
(2) Deemed interested by virtue of his direct shareholdings in Mitra ACNC pursuant to Section 8(4) of the Act.
49
(3) This company was dissolved on 9 February 2021. Prior to dissolution, the company was principally involved in manufacturing of plastic products
from recycled plastic wastes.
(4) This company was dissolved on 22 June 2018. Prior to dissolution, the company was dormant.
(5) This company was dissolved on 14 April 2021. Prior to dissolution, the company was principally involved in distribution and supply of non-ferrous
metal and other industrial hardware products.
(ii) Chew Yik Wai
Present involvement
Auto 1 Super Car Service Trading in auto spare Shareholder - - - 80.00(1)

Center Sdn Bhd parts and accessories

Decolive Property investment Shareholder - - 10.00 -
holding
shares Shareholder
Fortune Pavilion Sdn Bhd Wholesale of office Shareholder - - - 30.00(1)

50
GI Tech Manufacturing Sdn Manufacture of soap and Shareholder - - - 100.00(1)
cosmetics, soap and
toiletries
Mitra ACNC Property investment Shareholder - - 10.00 -

holding
Starvista Resources Sdn Bhd Trading and marketing for Shareholder - - - 55.00(1)
TSA Coal Trade Sdn Bhd Dormant Shareholder - - - 100.00(1)
TSA Mineral Resources Sdn Extraction and dredging of Director / 7 August 2015 - - 100.00(1)
Bhd industrial sand, sand for Shareholder
construction and gravel
Past involvement
Asia Oriental Metal Sdn Bhd Non-ferrous metal and Director 12 August 2008 6 April 2022 - -
products
51
Fortune Pavilion Sdn Bhd Wholesale of office Director 13 October 2016 1 July 2022 - -
GI Tech Manufacturing Sdn Manufacture of soap and Director 24 January 2019 1 July 2022 - -
cosmetics, soap and
toiletries
Nanyang Hardware Sdn Bhd Hardware trader, Director 27 May 2016 6 April 2022 - -
contractors, developer
and engineers
Seriplas Industries Sdn Bhd Dissolved(2) Director 3 December 2018 9 February 2021 - -
Starvista Resources Sdn Bhd Trading and marketing for Director 17 May 2016 1 July 2022 - -
TSA Chemical Sdn Bhd Distribution and supply of Director 14 March 2006 15 April 2022 - -
non-ferrous metal and
products; supply and
trading of industry and
household chemical
cleaning products
52
TSA International Sdn Bhd Dissolved(3) Director 6 January 2016 14 April 2021 - -
United Allied Hardware Sdn Carrying on the business Director 30 September 2014 19 May 2022 - -
Bhd of mechanical engineers
and manufacturers of
machinery; to buy, sell,
manufacture, repair, alter
and otherwise deal in
hardware; to act as agents
directly or indirectly for the
importation, exportation,
distribution and sale of any
articles or goods
Notes:
(1) Deemed interested by virtue of his direct shareholdings in Ebest Alliance pursuant to Section 8(4) of the Act.
(2) This company was dissolved on 9 February 2021. Prior to dissolution, the company was principally involved in manufacturing of plastic products
from recycled plastic wastes.
(3) This company was dissolved on 14 April 2021. Prior to dissolution, the company was principally involved in distribution and supply of non-ferrous
metal and other industrial hardware products.
53
(iii) Ng Kim Liang
Present involvement
AA System Sdn Bhd Interior design and Shareholder - - 50.00 -

renovation work
ATM Engineering Sdn Bhd Other construction Shareholder - - 50.00 -

installation (fiber optic,
civil and cable
infrastructure works)

Decolive Property investment Director / 1 September 2010 - 8.00 -

holding Shareholder
shares Shareholder
Mitra ACNC Property investment Director / 7 August 2015 - 8.00 -

holding Shareholder
TSA Coal Trade Sdn Bhd Dormant Director 7 August 2015 - - -
Past involvement
AA System Sdn Bhd Interior design and Director 31 January 2015 1 July 2022 - -
renovation work
54
Asia Oriental Metal Sdn Bhd Non-ferrous metal and Director 31 May 2016 6 April 2022 - -
products
ATM Engineering Sdn Bhd Other construction Director 31 May 2016 1 December 2021 - -
installation (fiber optic,
civil and cable
infrastructure works)
55
(iv) Lim Hun Soon @ David Lim
Present involvement
Action Sunrise Sdn Bhd Investment holding, Shareholder - - 2.40 -

provider of management
services, agent,
wholesaler and distributor
in automotive petrol
chemical, lubricants and
cleaning agents
Barisan Elite Sdn Bhd Investment holding, Shareholder - - 0.59 -

provision of project
management services,
project development
Inbox System Sdn Bhd Property investment for Director / 30 December 2003 - 0.10 -
rental Shareholder
Joy & Hope Sdn Bhd Investment holding Director / 19 June 2009 - 50.00 -
company Shareholder
Kawan Food Berhad Investment holding Director / 21 October 2015 - 2.124 -

Shareholder
Newsmakers Ink Sdn Bhd Video production and Shareholder - - 20.00 -

content marketing online
56
Peoplelogy Development Sdn Provision of information Shareholder - - 18.00 -
Bhd technology training and
related services, and as
investment holding
Press Metal Aluminium Investment holding Director 15 August 2018 - - -

Holdings Berhad activities
Public Investment Bank Stockbroking, investment Director 5 April 2021 - - -

Berhad banking and related
financial services
Ranhill Utilities Berhad Investment holding Director 1 December 2015 - - -
Ranhill SAJ Sdn Bhd Integrated water supplies Director 17 April 2023 - - -
and is principally involved
in the abstraction of raw
water, treatment of water,
distribution and sale of
treated water to
consumers in the State of
Johor pursuant to the
company’s migration from
service concession
arrangement to operating
service arrangement
Rockwills Trustee Berhad Estate planning and Director 17 January 2013 - - -

administration, custodian
and trustee services, will
writing and will custody
services
57
Standoxmix Sdn Bhd Property investment for Director / 1 December 2004 - 49.00 -
rental Shareholder
Starcrest Education Limited International developer Director 5 April 2022 - - -

and operator of education
services in Europe
Topcode Marketing Sdn Bhd Car parking operator Director / 28 May 2012 - 50.00 -
Shareholder
Unreserved Sdn Bhd Magazines publication Shareholder - - - 77.68(1)

and advertising
Past involvement
ACD Development Sdn Bhd Software house Director 27 June 2021 21 November 2021 - -
developer, business
management or
consultancy
Affin Hwang Investment Bank Investment banking, Director 15 April 2014 31 March 2021 - -
Berhad stockbroking activities
dealing in options and
futures, related financial
services
Ann Joo Resources Berhad Investment holding and Director 28 May 2013 30 May 2018 - -
property management
Beeducation Adventures Sdn Inbound and outbound Director 27 June 2021 20 November 2021 - -
Bhd tour, trainer of software
and dealer
58
Fairview Schools Berhad International School Director 30 January 2017 10 March 2022 - -
Freeed Holdings Sdn Bhd Activities of head offices; Director 21 July 2021 31 January 2022 - -
business management
consultancy services;
other information
technology services
activities
Manulife Holdings Berhad Investment holding Director 17 July 2012 16 July 2021 - -
Manulife Insurance Berhad Underwriting of life Director 17 July 2012 16 July 2021 - -
insurance business
Newsmakers Ink Sdn Bhd Video production and Director 12 December 2013 5 August 2019 - -
content marketing online
Sasbadi Holdings Berhad Investment holding Director 7 May 2013 30 July 2020 - -
Unreserved Sdn Bhd Magazines publication Director 20 October 2017 5 August 2019 - -
and advertising
Note:
(1) Deemed interested by virtue of his direct shareholding in Newsmakers Ink Sdn Bhd pursuant to Section 8(4) of the Act.
59
(v) Chong Chin Look
Present involvement
Bonia Corporation Berhad Investment holding and Director 20 June 1994 - - -

management company
CEKD Berhad Activities of holding Director / 7 February 2020 - 0.154

companies(1) Shareholder
Grandpark Assets Sdn Bhd Investment holding in Director / 2 May 2014 - - 50.00(2)
shares Shareholder
HKG Ventures Sdn Bhd Real estate activities with Director / 4 June 2020 - 10.00 -
owned or leased property Shareholder
Ji Long Ventures Sdn Bhd Investment holding in Shareholder - - 10.00 -

shares
Li Luo Ventures Sdn Bhd Investment holding in Shareholder - - 3.00 -

shares
Natayu Sdn Bhd Dormant(3) Director / 9 February 2023 - 100.00 -

Shareholder
Palm Valley Development Sdn Property investment Director / 9 October 2013 - 15.00 -
Bhd Shareholder
Purnama Sejahtera Sdn Bhd Investment holding Director / 12 August 2013 - 10.00 -
Shareholder
Seremban Mall Sdn Bhd Real estate activities with Director / 20 August 2019 - - 50.00(4)
owned or leased property Shareholder
60
Splendid Starhill Sdn Bhd Investment holding in Director / 24 April 2014 - 10.00 -
shares Shareholder
Tavis Sdn Bhd Tuition centre Director / 17 February 2021 - 52.13 7.84(5)
Shareholder
Taurus Brown Sdn Bhd Retail sale of office Director / 6 January 2016 - 55.00 22.00(6)
supplies and equipment Shareholder
Taurus Brown Holdings Sdn Investment holding; Director / 25 November 2022 - 50.00 50.00(7)
Bhd assets/portfolio Shareholder
management
Past involvement
Armani Context Sdn Bhd Dissolved(8) Director 1 August 2006 12 October 2020 - -
Banyan Sutera Sdn Bhd Marketing and distribution Director 4 March 2009 1 July 2021 - -
of fashionable goods
CB Marketing Sdn Bhd Designing, promoting and Director 1 August 2016 1 July 2021 - -
marketing of fashionable
leather goods
Daily Frontier Sdn Bhd Marketing, distribution and Director 1 August 2006 1 July 2021 - -
export of fashionable
goods and accessories
61
Daily Frontier (Vietnam) Wholesaling, retailing, Legal 13 July 2017 28 November 2022 - -
Company Limited importing and exporting of representative
fashionable products,
accessories and
cosmetics
Dominion Directions Sdn Bhd Marketing and distribution Director 1 July 2009 1 July 2021 - -
of men’s apparel and
accessories
Lianbee-Jeco (M) Sdn Bhd Trading in leather Director 30 December 2010 1 July 2021 - -
products including
handbags, wallets,
footwear and leather
goods of all kinds
Luxury Parade Sdn Bhd Property investment Director 1 August 2016 1 July 2021 - -
Maha Asia Capital Sdn Bhd Property investment Director 23 October 2013 1 July 2021 - -
New Series Sdn Bhd Dissolved(9) Director 13 August 2010 23 May 2019 - -
PT Banyan Cemerlang Wholesaling of Director 11 August 2011 28 July 2022 - -

fashionable goods and
accessories
PT Jeco Investment Indonesia Investment holding Director 14 August 2018 28 July 2022 - -
Notes:
(1) Being an investment holding company, CEKD Berhad, through its subsidiaries is mainly involved in manufacturing of die-cutting moulds and trading
of related consumables, tools and accessories.
(2) Deemed interested by virtue of his direct shareholding in Splendid Starhill Sdn Bhd pursuant to Section 8(4) of the Act.
62
(3) This company is dormant as at the LPD and its intended principal activity is investment in shares of other companies.
(4) Deemed interested by virtue of his direct shareholding in HKG Ventures Sdn Bhd pursuant to Section 8(4) of the Act.
(5) Deemed interested by virtue of his child’s direct shareholding in Tavis Sdn Bhd pursuant to Section 59(11)(c) of the Act.
(6) Deemed interested by virtue of his child’s direct shareholding in Taurus Brown Sdn Bhd pursuant to Section 59(11)(c) of the Act.
(7) Deemed interested by virtue of his child’s direct shareholding in Taurus Brown Holdings Sdn Bhd pursuant to Section 59(11)(c) of the Act.
(8) This company was dissolved on 12 October 2020. Prior to dissolution, the company was principally involved in interior design, advertising and
promotion.
(9) This company was dissolved on 23 May 2019. Prior to dissolution, the company was principally involved in retail activities.
63
(vi) Karmjit Kaur A/P Sarban Singh
Present involvement
Three-A Resources Berhad To acquire and hold for Director 8 June 2022 - - -
investment, land, houses,
dwelling places, and
buildings, of any kind;
general merchants,
traders, suppliers,
importers, exporters,
stores; to hold shares or
invest in, and to acquire,
lease, promote or sell, and
to manage, conduct or
undertake the business of
management or otherwise
Past involvement
Asdion Berhad Investment holding, Director 12 November 2021 31 January 2023 - -

software development,
information
communication
technology and related
activities.
64
(vii) Shahira Binti Abdul Aziz
Present involvement
Portman Education Sdn Bhd Business of education Director 25 April 2019 - - -

institution, colleges,
schools and centre of
learning
Past involvement
Aurum Arena Sdn Bhd Dissolved(1) Director 17 July 2014 8 May 2019 - -
Corston-Smith Asset Fund management Director 13 March 2019 12 May 2021 - -

Management Sdn Bhd
Wilayah Benua Sdn Bhd Dissolved(2) Director 1 July 2008 13 November 2020 - -
Notes:
(1) This company was dissolved on 8 May 2019. Prior to dissolution, the company was dormant.
(2) This company was dissolved on 13 November 2020. The company was dormant since incorporation on 25 June 2008.
65

5.2.5 Involvement of our Executive Directors in other businesses or corporations
The involvement of our Directors in other business activities outside our Group does not give
rise to any conflict of interest situation with our business. Further, the involvement of our
Executive Directors in other businesses or corporations does not preclude them from
allocating or committing their time and effort to our Group as they are not involved in the
management and day-to-day operations of these businesses, other than attending meetings
of the board of directors on which they serve. Such businesses do not require their
involvement on a daily basis as these businesses are managed by their respective
management. As such, our Executive Directors are of the view that although they are involved
in other businesses as set out above, they are able to devote sufficient time and attention to
the affairs of our Group to carry out their respective duties.
66
5.2.6 Remuneration and material benefits-in-kind of our Directors
The aggregate remuneration and material benefits-in-kind paid and proposed to be paid to our Directors for services rendered in all capacities to our Group
for FYE 2022 and FYE 2023 are as follows:
FYE 2022
Statutory
Contributions Benefits-
Director Salary Fees Bonus (EPF, SOCSO and EIS) Allowances in-kind Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Lim Hun Soon @ David Lim(i) - 5.7 - - 0.5(iii) - 6.2
Chew Kuan Fah 720.0 - 250.0 117.4 66.0 - 1,153.4
Chew Yik Wai 456.0 - 150.0 73.6 84.0 - 763.6
Ng Kim Liang 416.0 - 150.0 68.9 84.0 - 718.9
Chong Chin Look(ii) - 1.5 - - 0.5(iii) - 2.0
Karmjit Kaur A/P Sarban Singh(ii) - 1.5 - - 0.5(iii) - 2.0
Shahira Binti Abdul Aziz(ii) - 1.5 - - 0.5(iii) - 2.0
Notes:
(i) Appointed as our Independent Non-Executive Chairman on 4 November 2022 and hence, the total is computed on a pro-rata basis.
(ii) Appointed as our Independent Non-Executive Directors on 17 November 2022 and hence, the total is computed on a pro-rata basis.
(iii) Our Independent Non-Executive Chairman and Independent Non-Executive Directors respectively have been paid RM500 for each meeting
attendance during FYE 2022.
67
Proposed for FYE 2023

Statutory
Contributions Benefits-
Director Salary Fees Bonus (EPF, SOCSO and EIS) Allowances in-kind Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Lim Hun Soon @ David Lim - 36.0 - - 2.5(ii) - 38.5
Chew Kuan Fah 720.0 - -(i) 117.6 84.0 - 921.6
Chew Yik Wai 456.0 - -(i) 73.5 84.0 - 613.5
Ng Kim Liang 456.0 - -(i) 73.5 84.0 - 613.5
Chong Chin Look - 12.0 - - 2.5(ii) - 14.5
Karmjit Kaur A/P Sarban Singh - 12.0 - - 2.5(ii) - 14.5
Shahira Binti Abdul Aziz - 12.0 - - 2.5(ii) - 14.5
Notes:
(i) Bonus for the FYE 2023 will be determined at a later date based on the job performance of the individual and financial results of our Group.
(ii) Our Independent Non-Executive Chairman and Independent Non-Executive Directors respectively will be paid RM500 for each meeting attendance
during FYE 2023.
The remuneration, which includes our Directors’ salaries, bonuses, fees and allowances as well as other benefits of our Directors, must be considered and
recommended by our Remuneration Committee and subsequently be approved by our Board. Our Directors’ fees and/or benefits must be further approved
by our shareholders at a general meeting.
68

5.3 BOARD PRACTICES
5.3.1 Responsibility of our Board
Our Board has adopted the following responsibilities for effective discharge of its functions:
(a) To provide leadership and oversee the overall conduct of our Group’s businesses to
ensure that our businesses are being properly managed;
(b) To review and adopt strategic plans for our Group and to ensure that such strategic
plans and the risk, performance and sustainability thereon are effectively integrated
and appropriately balanced;
(c) To review and adopt corporate governance best practices in relation to risk
management, legal and compliance management and internal control systems to
safeguard our Group’s reputation, and our employees and assets and to ensure
compliance with applicable laws and regulations;
(d) To ensure that our Company has effective Board committees as required by the
applicable laws, regulations, rules, directives and guidelines and as recommended by
the Malaysian Code on Corporate Governance;
(e) To review and approve our annual business plans, financial statements and annual
reports;
(f) To develop and implement an investor relations programme for our Group; and
(g) To appoint our Board committees, to delegate powers to such committees, to review
the composition, performance and effectiveness of such committees, and to review
the reports prepared by our Board committees and deliberate on the
recommendations thereon.
5.3.2 Directorship
As at LPD, the details of the date of expiration of the current term of office for each of our
Directors and the period that each of our Directors has served in office are as follows:
Date of
Date of expiration of
appointment as the current No. of years
Name Designation Director term in office in office
Lim Hun Soon @ Independent 4 November At our first AGM Less than 1
David Lim Non-Executive 2022 to be held in year
Chairman 2023
Chew Kuan Fah Group 18 March 2022 At our first AGM More than 1
Managing to be held in year
Director 2023
Chew Yik Wai Executive 18 October At our first AGM Less than 1
Director 2022 to be held in year
2023
Ng Kim Liang Executive 17 November At our first AGM Less than 1

Director 2022 to be held in year
2023
69

Date of
Date of expiration of
appointment as the current No. of years
Name Designation Director term in office in office
Chong Chin Look Independent 17 November At our first AGM Less than 1
Non-Executive 2022 to be held in year
Director 2023
Karmjit Kaur A/P Independent 17 November At our first AGM Less than 1
Sarban Singh Non-Executive 2022 to be held in year
Director 2023
Shahira Binti Independent 17 November At our first AGM Less than 1

Abdul Aziz Non-Executive 2022 to be held in year
Director 2023
In accordance with our Constitution, the newly appointed Directors shall hold office only until
the next following annual general meeting, and he shall then be eligible for re-election but
shall not be taken into account in determining the Directors who are to retire by rotation at that
meeting. This is provided always that the new additional Directors shall retire from office at
the next following annual general meeting. The new Directors shall hold their office until the
close of the next following annual general meeting.
Our Board acknowledges and takes cognisance of the recommendations under the MCCG
released in April 2021 and intends to have our Group adhere to its recommendations.
As at the LPD, our Company have yet to adopt the recommendation under the MCCG to have
a Board’s comprising at least 30% women directors. In this regards, our Company endeavours
to comply with the recommendation by October 2024.
Save for the above, the composition of our Board presently adheres to the other
recommendations of the MCCG.
5.3.3 Audit and Risk Management Committee
The members of our Audit and Risk Management Committee as at the LPD are as follows:
Chong Chin Look Chairperson Independent Non-Executive Director
Karmjit Kaur A/P Sarban Member Independent Non-Executive Director

Singh
The main function of our Audit and Risk Management Committee is to assist our Board in
fulfilling its responsibilities on the oversight of the integrity of our Group’s accounting and
financial reporting matters as well as lead our strategic direction in the management of our
business risks, including oversight on the establishment and implementation of a risk
management framework and reviewing the effectiveness of the risk management framework
in identifying and managing risks and internal processes which include but not limited to
ensuring the adequacy of risk management policy and infrastructure to facilitate the
implementation of action plans for risk management.
70

The objectives of the framework are to ensure the provision of quality product and services
and monitor the risk culture and processes throughout our Group to take advantage of
opportunities while managing risks that may adversely affect our reputation and achievement
of business objectives and sustainability.
The terms of reference of our Audit and Risk Management Committee include, amongst
others, the following:
(a) To review the engagement, compensation, performance, qualifications and

independence of our external auditors, its conduct of the annual statutory audit of our
financial statements, and the engagement of external auditors for all other services;
(b) To review the engagement, compensation, performance, qualifications of our internal

auditors and the adequacy of the scope, functions and resources of the internal
auditors;
(c) To review and approve our quarterly and annual financial statements for
recommendation to our Board, focusing in particular on any changes in or
implementation of major accounting policies and practices, significant and unusual
events, significant adjustments arising from the audit, going concern assumption and
compliance with accounting standards and other regulatory or legal requirements;
(d) To review any related party transactions entered into by our Group and any conflict of
interest situations that may arise within our Group;
(e) To perform such other functions as may be requested by our Board and to oversee and
recommend the risk management policies and procedures of our Group;
(f) To review the adequacy and effectiveness of the risk management systems, internal
controls and governance processes implemented in the Company to ensure that our
Group has in place at all times a risk management policy which addresses the strategic,
operational, financial and compliance risks;
(g) To implement and maintain a sound risk management framework which identifies,
assesses, manages and monitors our Group’s business risks;
(h) To set reporting guidelines for management to report to the committee on the
effectiveness of our Group’s management of its business risks;
(i) To review the risk profile of our Group and to evaluate the measures taken to mitigate
the business risks; and
(j) To review the adequacy of management response to issues identified in risk registers,
ensuring that our risks are managed within our Group’s risk appetite.
The recommendations of our Audit and Risk Management Committee are subject to the
approval of our Board.
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5.3.4 Nomination Committee
The members of our Nomination Committee as at the LPD are as follows:
Shahira Binti Abdul Aziz Chairperson Independent Non-Executive Director
Karmjit Kaur A/P Sarban Member Independent Non-Executive Director

Singh
The Nomination Committee’s duties and responsibilities as stated in its terms of reference
include, amongst others, the following:
(a) To assist our Board in ensuring that our Board is of an effective composition, size and
commitment to adequately discharge its responsibilities and duties;
(b) To ensure appropriate selection criteria and processes and to identify and recommend
to our Board, candidates for directorships of our Company and members of the relevant
Board committees;
(c) To evaluate the effectiveness of our Board and the relevant Board committees;
(d) To establish the mechanisms for the formal assessment on the effectiveness of the
Board as a whole and the effectiveness of each Director. The annual assessment to be
conducted would be based on objective performance criteria approved by our Board;
(e) To ensure that all Directors receive appropriate continuous training in order to broaden
their perspectives and to keep abreast with developments in the market place and with
changes in new statutory and regulatory requirements;
(f) To assist our Board to assess and evaluate circumstances where a Director’s
involvement outside our Group may give rise to a potential conflict of interest with our
Group’s businesses, upon receiving declaration of the same from our Director and
thereafter, to inform our Audit Committee of the same. After deliberation with our Audit
Committee, to recommend to our Board the necessary actions to be taken in
circumstances where there is a conflict of interest; and
(g) To ensure an appropriate framework and succession planning for our Board, including
our Group Managing Director and Executive Directors.
The recommendations of our Nomination Committee are subject to the approval of our Board.
72

5.3.5 Remuneration Committee
The members of our Remuneration Committee as at the LPD are as follows:
Karmjit Kaur A/P Sarban Chairperson Independent Non-Executive Director

Singh
The main function of our Remuneration Committee is to assist our Board in fulfilling its
responsibility on matters relating to our Group’s compensation, bonuses, incentives and
benefits. The Remuneration Committee’s duties and responsibilities as stated in its terms of
reference include, amongst others, the following:
(a) To recommend a remuneration framework for our Managing Director, Executive

Directors, and key senior management for our Board’s approval. There should be a
balance in determining the remuneration package, which should be sufficient to attract
and retain Directors of calibre, and yet not excessive. The framework should cover all
aspects of remuneration including Director’s fee, salaries, allowance, bonuses, options
and benefit-in-kind;
(b) To recommend specific remuneration packages for our Deputy Executive Chairman,
Managing Director, Executive Directors and key senior management. The
remuneration package should be structured such that it is competitive. Salary scales
drawn up should be within the scope of the general business policy and not be
dependent on short-term performance to avoid incentives for excessive risk-taking. As
for Non-Executive Directors and Independent Directors, the level of remuneration
should be linked to their level of responsibilities undertaken and contribution to the
effective functioning of our Board;
(c) To ensure the establishment of a formal and transparent procedure for developing
policies, strategies and framework for the remuneration of our Deputy Executive
Chairman, Managing Director, Executive Directors and key senior management;
(d) To implement the policies and procedures on remuneration including reviewing and
recommending matters relating to the remuneration of our Board and key senior
management;
(e) To structure the component parts of remuneration so as to align with the business
strategy and long-term objectives of the Company and to link rewards to individual
performance and to assess the needs of the Company for talent at Board level at a
particular time; and
(f) To perform any other functions as defined by our Board.
The recommendations of our Remuneration Committee are subject to the approval of our
Board.
73
5.4 KEY SENIOR MANAGEMENT
5.4.1 Management structure
The management reporting structure of our Group is as follows:
Board of Directors
Group Managing Director

Chew Kuan Fah
Executive Director Executive Director

Chew Yik Wai Ng Kim Liang
General Manager & Head of Sales Administration &

Head of Finance Head of Human Resources Logistics
Head of Procurement
Tan Bee Hong Lai Hoi Lian Wong Foot Nam
Loh Pei Ling
Head of Engineering
Production & Services
Low Chan Kheun
74
5.4.2 Key senior management’s shareholdings
The shareholdings of our key senior management before and after our IPO are set out below:
Before our IPO(1) After our IPO(2)

Direct Indirect Direct Indirect
No. of No. of No. of No. of

Name Shares % Shares % Shares % Shares %
Loh Pei Ling - - - - 650,000 0.21 - -
Tan Bee Hong - - - - 250,000 0.08 - -
Lai Hoi Lian - - - - 150,000 0.05 - -
Low Chan Kheun - - - - 350,000 0.11 - -
Wong Foot Nam - - - - 400,000 0.13 - -
Notes:
(1) Based on our issued share capital of 231,975,000 Shares after the Acquisition of TSA Industries.
(2) Based on our enlarged issued share capital of 309,300,000 Shares upon Listing and assuming full subscription of our Issue Shares allocated to our
employees under the Pink Form Allocation.
75

5.4.3 Profiles of key senior management
The profiles of the key senior management of our Group are as follows:
(i) Loh Pei Ling

General Manager & Head of Procurement
Loh Pei Ling, aged 51 is our General Manager & Head of Procurement. She obtained
her Diploma in Computer Studies in 1994 from Kajang Computer Training Centre,
Malaysia.
She began her career with KVC Electric (M) Sdn Bhd (now known as KVC Industrial
Supplies Sdn Bhd) as Sales Support in 1994 and was later promoted to the position
of Senior Procurement Executive in 1999. At KVC Electric (M) Sdn Bhd, she was
responsible for all overseas order plans, including liaising with overseas suppliers and
forwarding agents, and monitoring the delivery and quality of supply.
In 2002, she was transferred from KVC Electric (M) Sdn Bhd to Thian Soon Industrial
Hardware Sdn Bhd (now known as TSA Industries) and was redesignated as Head
of Purchasing. She was later promoted to Deputy General Manager, Procurement
and Strategic Product Development and General Manager, Procurement and
Strategic Product Development in 2009 and 2013 respectively. In 2022, she was
redesignated as General Manager & Head of Procurement. As our General Manager
& Head of Procurement, she provides leadership to our Group’s procurement
department and is responsible for, among others, stock planning and control,
developing and maintaining relationships with vendors, and monitoring overseas’
shipments and custom clearance.
She holds directorships in several private companies. Further details of her

Prospectus.
(ii) Tan Bee Hong

Head of Finance
Tan Bee Hong, aged 51, is our Head of Finance. She graduated with a Bachelor of
Accounting (Honours) from University of Malaya, Malaysia in 2003. She is a member
of the Malaysian Institute of Accountants since 2005.
She began her career at PanGlobal Insurance Sdn Bhd as a Finance Clerk in 1995
where she was responsible for the preparation of monthly fixed assets and bank
reconciliation statements, and assisted in carrying out the day-to-day accounting of
branches. In 1996, she left PanGlobal Insurance Sdn Bhd to join F J Benjamin
Fashions (M) Sdn Bhd as an Administrative Assistant where she was responsible for
the general administrative matters of the company. She left F J Benjamin Fashions
(M) Sdn Bhd in 1996 to join Kassim Chan & Co as an Administration Clerk where she
assisted in reviewing the auditors’ time sheets.
In 1997, she left Kassim Chan & Co to join Kemas Vista Sdn Bhd as an Administrative
Assistant where she was responsible for preparation of dormant company account
and sales of properties. She left Kemas Vista Sdn Bhd in 1999 to join Chan & Lo
Corporation Sdn Bhd (formerly known as Chan & Lo Management Consultants Sdn
Bhd) as an Accounts Supervisor where she supervised the day-to-day bookkeeping
and accounting function of the company, including preparing monthly and annual
financial statement for both management and statutory accounts. In 2000, she was
redesignated as Accounts and Finance Supervisor at Chan & Lo Corporation Sdn
Bhd. She left Chan & Lo Corporation Sdn Bhd in 2002.
76

In 2003, she joined Foo, Lee, An & Associates as an Audit Assistant where her
responsibilities included the preparation of working papers and performing analytical
review for field audit. In 2004, she left Foo, Lee, An & Associates to join Berjaya Land
Berhad as a Senior Accounts Executive where she was responsible for handling the
company’s full set of accounts. She left Berjaya Land Berhad in 2004 to join Metroplex
Berhad as a Finance Executive where she assisted in preparing loan schedules for a
restructuring exercise. She left Metroplex Berhad in 2004.
In 2005, she joined Juru Bena Tenaga Sdn Bhd as an Accountant where she oversaw
the accounting and finance function of the company and its subsidiaries. She left Juru
Bena Tenaga Sdn Bhd in 2007 to join Malaysia Pacific Corporation Berhad as a
Senior Accounts Executive and was later promoted to Assistant Accountant where
she was responsible for overseeing the accounting and treasury function of the group.
In 2008, she left Malaysia Pacific Corporation Berhad to join Ireka Development
Management Sdn Bhd as Vice President, Finance where she oversaw the accounting
and treasury function of the subsidiaries of Ireka Corporation Berhad and Aseana
Properties Ltd.
In 2016, she left Ireka Development Management Sdn Bhd to join TSA Industries as
Senior Manager, Finance and Accounts where she was responsible for the
accounting and treasury function of TSA Industries and its subsidiaries. She was
redesignated as Head of Finance in 2022. As our Head of Finance, she oversees and
manages our Group’s accounting and finance matters.
(iii) Lai Hoi Lian

Head of Human Resources
Lai Hoi Lian, aged 57, is our Head of Human Resources. She began her career with
Inter Data Technologies (Malaysia) Sdn Bhd (previously known as Toppan Moore
Paragon (M) Sdn Bhd) as an Administration Clerk in 1985 and subsequently assumed
the position of Accounts Clerk in 1992. Her responsibilities in Inter Data Technologies
(Malaysia) Sdn Bhd included bookkeeping and general accounting, invoicing and
reconciliation for various departments, and maintaining vendor relationships. In 2003,
she was promoted to Accounts Supervisor and her scope of responsibilities was
expanded to include overseeing the preparation of the company payroll. During the
period between 1998 and 1999, she was undertaking part-time studies at Institute
Vermond, Malaysia and obtained a Diploma in Accounting in 1999.
In 2004, she left Inter Data Technologies (M) Sdn Bhd and joined Percetakan
Komputer Saga (M) Sdn Bhd as an Accounts Supervisor where she was responsible
for overseeing daily transactions including account payable and receivables, and
analysing financial statements.
In 2007, she left Percetakan Komputer Saga (M) Sdn Bhd to join NAK Business
Supplies (M) Sdn Bhd as an Admin Manager where she was responsible for, among
others, supervising the day-to-day operations of the administrative department and
overseeing department budget planning and development. In 2009, she was
transferred to NAK Manufacturing (M) Sdn Bhd and appointed as Admin Manager
where she was responsible for the human resource functions including talent
acquisition and training and development, setting up and providing leadership to the
human resource department, and establishing human resource policies and
procedures.
In 2014, she left NAK Manufacturing (M) Sdn Bhd to join TSA Industries as Assistant
Manager, Human Resources before being promoted to the position of Manager,
Human Resources in the same year where she was responsible for managing the
human resource matters of TSA Industries. In 2022, she was redesignated as Head
77

of Human Resources. As our Head of Human Resources, she oversees and manages
our Group’s human resource matters including talent acquisition process, training,
remuneration and employee relations.
(iv) Low Chan Kheun

Head of Engineering Production & Services
Low Chan Kheun, aged 64, is our Head of Engineering Production & Services. He
obtained the General Certificate of Education and Malaysia Certificate of Education
in 1976 and 1977 respectively.
In 1979, he began serving his apprenticeship as an electrician at a motor rewinding

workshop until 1980. In 1980, he joined Malaysia Transformer Manufacturing Sdn
Bhd as a coil winder. He was later promoted to Supervisor in 1986 and subsequently
to Works Superintendent on Windings, Assembly to Finished Goods Delivery in 1990.
His responsibilities in Malaysia Transformer Manufacturing Sdn Bhd included
monitoring production processes, planning and organising production schedules, and
ensuring efficiency of manufacturing processes.
He left Malaysia Transformer Manufacturing Sdn Bhd in 1995 to join LKH Power
Transformers Sdn Bhd as Production Manager where he was responsible for setting
up and procuring factory equipment, and planning the layout of machineries. In 2001,
he left LKH Power Transformers Sdn Bhd to join LKH Switchgears Sdn Bhd as a
Factory Manager where he was responsible for developing and implementing
innovative strategies to streamline factory operations, and analysing production data
to identify and resolve any production issues. He left LKH Switchgears Sdn Bhd in
2004.
In 2005, he joined TSA Industries as Manager, Production & Business Development

and was later promoted to the position of Senior Manager in the same year where he
was responsible for managing the manufacturing processes and production line of
TSA Industries including the development and enforcement of procedures, and
ensuring continuous identification and implementation of cost, quality and process
improvement initiatives in the manufacturing plant. He was redesignated as Head of
Engineering Production and Services in 2022. As our Head of Engineering Production
and Services, he oversees and manages our Group’s engineering, production and
services department including quality control of products.
(v) Wong Foot Nam

Head of Sales Administration & Logistics
Wong Foot Nam, aged 60, is our Head of Sales Administration and Logistic. He
completed his Form 3 education at Sekolah Menengah Jenis Kebangsaan Confucian,
Kuala Lumpur in 1978.
In 1979, he began working at a factory which manufactured apparels as a handyman

where he was responsible for general daily routine work. In 1980, he left his job at the
factory to join Syarikat Tai Kwong Hardware (K.L.) Sdn Berhad as a handyman and
was later promoted to Counter Clerk in 1985 where he was responsible for walk-in
sales.
In 1994, he joined Thian Soon Industrial Hardware Sdn Bhd (now known a TSA
Industries) as a Purchasing and Counter Sales Manager where he was responsible
for walk-in sales. Since then, he has held various positions at TSA Industries including
Manager, Customer Support and Manager, Sales Admin cum Logistics where he was
responsible for, among others, organising and performing preventive maintenance for
machineries and equipment, monitoring stock movement, and solving problems
relating to deliveries. In 2022, he was redesignated as Head of Sales Administration
& Logistic. As our Head of Sales Administration & Logistic, he oversees customer
support services of our Group including logistics.
78
5.4.4 Principal business performed outside our Group
Save as disclosed below, none of our key senior management has any other principal directorship and/or principal business activities performed outside our
Group as at LPD:
(i) Loh Pei Ling
Present involvement
AA System Sdn Bhd Interior design and Shareholder - - 50.00 -

renovation work
Mitra ACNC Property investment Shareholder - - 2.00 -

holding
River Wood Trading Sdn Bhd Sawmill business Director / 29 October 2012 - 10.00 90.00(1)
Shareholder
Wheel Riders Malaysia Sdn Wholesale and retail sale Director / 30 March 2022 - - 70.00(2)
Bhd of parts and accessories Shareholder
for motorcycles; other
retail sale in non-
specialised stores;
wholesale and retail sale
of motorcycles
Past involvement
AA System Sdn Bhd Interior design and Director 21 June 2011 1 July 2022 - -
renovation work
Decolive Property investment Director 31 May 2016 15 July 2022 - -

holding
79
Techpolish Services Sdn Bhd Provision of metal Director 10 July 2014 15 July 2022 - -
polishing and laminating
services
Yu Ting Industrial (M) Sdn Dissolved(3) Director 12 January 2010 3 January 2020 - -
Bhd
Wheel Riders Motorcycles Other retail sale, repair Director 12 April 2019 23 June 2020 - -
Workshop Sdn Bhd and maintenance of
motorcycles
Notes:
(1) Deemed interested by virtue of her spouse’s direct shareholding in River Wood Trading Sdn Bhd pursuant to Section 8(4) of the Act.
(2) Deemed interested by virtue of her spouse’s direct shareholding in Wheel Riders Malaysia Sdn Bhd pursuant to Section 59(11)(c) of the Act.
(3) This company was dissolved on 3 January 2020. Prior to dissolution, the company was dormant.
(ii) Low Chan Kheun
Present involvement
Starvista Resources Sdn Bhd Trading and marketing for Shareholder - - 45.00 -
80
Past involvement
Nil
(iii) Wong Foot Nam
Present involvement
Nil - - - - - -
Past involvement
Yu Ting Industrial (M) Sdn Dissolved(1) Director 31 May 2016 3 January 2020 - -
Bhd
Note:
(1) This company was dissolved on 3 January 2020. Prior to dissolution, the company was dormant.
The involvement of Loh Pei Ling and Low Chan Kheun in those business activities outside our Group do not give rise to any conflict of interest situation with
our business. They are not involved in the management and day-to-day operations of these businesses and hence does not affect their ability to perform
their roles and responsibilities in our Group.
81

5.4.5 Key senior management remuneration and benefits
The aggregate remuneration and material benefits-in-kind paid and proposed to be paid to
our key senior management for services rendered / to be rendered in all capacities to our
Group for the FYE 2022 and FYE 2023 are as follows:
Remuneration Band
FYE 2022 FYE 2023
(Actual) (Proposed)(1)
Key senior management RM’000 RM’000
Loh Pei Ling 300-350 300-350

Tan Bee Hong 200-250 200-250
Lai Hoi Lian 100-150 100-150
Low Chan Kheun 150-200 150-200
Wong Foot Nam 150-200 150-200
Note:
(1) The remuneration of our key senior management, which includes salaries, bonus, fees
and allowances as well as other benefits, must be considered and recommended by
our Nomination Committee and Remuneration Committee, and subsequently approved
by our Board.
5.5 RELATIONSHIPS AND/OR ASSOCIATIONS
There are no family relationships or association between our Promoters, substantial

shareholders, Directors and key senior management as at the LPD.
5.6 DECLARATIONS BY OUR PROMOTERS, DIRECTORS AND KEY SENIOR

MANAGEMENT
As at LPD, save as disclosed below, none of our Promoters, Directors or key senior
management is or has been involved in any of the following events (whether within or outside
Malaysia):
(i) in the last 10 years, a petition under any bankruptcy or insolvency laws that was
filed (and not struck out) against such person or any partnership in which such
person was a partner or any corporation of which he/she was a director or a member
of key senior management;
(ii) disqualified from acting as a director of any corporation, or from taking part directly
or indirectly in the management of any corporation;
(iii) in the last 10 years, charged or convicted in a criminal proceeding or is a named

subject of a pending criminal proceeding;
(iv) in the last 10 years, any judgment that was entered against such person, or finding
of fault, misrepresentation, dishonesty, incompetence or malpractice on his part,
involving a breach of any law or regulatory requirement that relates to the capital
market;
(v) in the last 10 years, the subject of any civil proceeding, involving an allegation of
fraud, misrepresentation, dishonesty, incompetence or malpractice on his part that
relates to the capital market;
82

(vi) the subject of any order, judgment or ruling of any court, government, or regulatory
authority or body, temporarily enjoining such person from engaging in any type of
business practice or activity;
(vii) in the last 10 years, such person has been reprimanded or issued any warning by
any regulatory authority, securities or derivatives exchange, professional body or
government agency; and
(viii) any unsatisfied judgment against such person.
Chen Khai Voon, our Promoter and substantial shareholder, was a director and shareholder
of Papparich Group Sdn Bhd and Tadika Eduland Sdn Bhd, and a director and indirect
shareholder of Papparich Malaysia Sdn Bhd, NY Food Sdn Bhd, Roti Roti Manufacturing Sdn
Bhd and Roti Roti International Sdn Bhd, companies which were wound up by an order of the
High Court under the Act or Companies Act 1965. The winding up petitions were filed by Chen
Khai Voon, financial institution or third party as the creditor of the companies, respectively.
5.7 SERVICE AGREEMENTS
As at the LPD, there are no existing or proposed service agreements entered into or to be
entered into between our Group with our Directors or key senior management, which provide
for benefits upon termination of employment.
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6.1 INFORMATION ON OUR COMPANY
6.1.1 History and background
Our Company was incorporated in Malaysia under the Act on 18 March 2022 as a private
limited company under the name of TSA Group Sdn Bhd. On 1 November 2022, our Company
was converted into a public limited company.
Our Company is principally involved in investment holding. Through our subsidiaries, we are
principally involved in the distribution and supply of ferrous and non-ferrous metal and other
industrial hardware products, manufacturing and processing of stainless steel pipes and other
metal products. Please refer to Section 6.3 of this Prospectus for more details of the principal
activities of our subsidiaries.
6.1.2 Share capital
Our issued share capital after the Acquisition of TSA Industries is RM120,000,250 comprising
231,975,000 Shares. Details of the changes in our issued share capital since incorporation
are as follows:
No. of
Date of No. of Type of issue / cumulative Cumulative issued
allotment Shares allotted Consideration Shares share capital (RM)
18 March 2022 100 Subscriber’s 100 10.00
shares / Cash
21 October 900 Cash 1000 100.00
2022
[●] 231,974,000 Otherwise than 231,975,000 120,000,250
cash(1)
Note:
(1) Pursuant to the Acquisition of TSA Industries.
There were no discounts, special terms or instalment payment terms given in consideration
of the above allotment.
As at the LPD, we do not have any outstanding warrants, options, convertible securities and
uncalled capital.
Upon completion of our Listing, our issued share capital will increase to RM[●] comprising
309,300,000 Shares.
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6.2 GROUP STRUCTURE
Our shareholders and Group structure after the Acquisition of TSA Industries and before our IPO, and after our IPO are as set out below:
After the Acquisition of TSA Industries and before our IPO
KVC Synergy
Corporation(4) Cal(5)
)
51.0%(3) 49.0%
KVC Properties Barisan Ng Kim Liang Yap Wan Loong

Chew Kuan Fah Chew Yik Wai
Jutawan(2)
50.1% 11.9% 25.0% 8.0% 5.0% #%
TSA
100.0%
TSA Industries
(1)
100.0% 100.0% 100.0% 80.0%
85
6. INFORMATION ON OUR GROUP (Cont’d)
Notes:
# The amount is negligible.
(2) As at the LPD, the shareholders of Barisan Jutawan are Chew Kuan Fah (50.0%), Chew Yik Wai (25.0%) and Ng Kim Liang (25.0%).
(3) Based on the ordinary issued share capital of KVC Properties as at the LPD. KVC Corporation holds all 100 preference shares in KVC Properties.
(4) As at the LPD, the shareholders of KVC Corporation are Chen Khai Voon (76.0%), Chen Siew Chong @ Chin Siew Chong (12.0%) and Chen Kim Lian
(12.0%).
(5) As at the LPD, the shareholders of Synergy Cal are as follows:
Direct Indirect
No. of No. of
ordinary ordinary
Sa Chee Peng Malaysian 590 59.0 - -
Chen Siew Chong @ Chin Siew Chong Malaysian 100 10.0 - -
Lee Kok Keong Malaysian 100 10.0 - -
Chong Koon Yen Malaysian 100 10.0 - -
Chong Lee Chew Malaysian 20 2.0 - -
Wong Kok Leong Malaysian 30 3.0 - -
Yew Sheau Huey @ Ng Sheau Huey Malaysian 20 2.0 - -
Lew Swan Swan Malaysian 40 4.0 - -
86
After our IPO
KVC Barisan Chew Kuan Chew Yik Ng Kim Malaysian Public and Pink form Yap Wan
Properties Jutawan Fah Wai Liang selected investors allocation Loong
37.6% 8.9% 18.8% 6.0% 3.7% 20.0% 5.0%

(1)
#%
TSA
100.0%
TSA Industries
(2)
100.0% 100.0% 100.0% 80.0%
Notes:
(1) Assuming that all the Eligible Persons will subscribe for the Pink Form Allocations.
87
6.2.1 Acquisition of TSA Industries
On 8 November 2022, TSA entered into a conditional share sale agreement to acquire the
entire equity interest of TSA Industries comprising 5,000,000 ordinary shares for a total
purchase consideration of RM127,793,495 based on the adjusted audited consolidated NA of
TSA Industries (net of RM15.0 million dividend declared and paid by the Company
subsequent to financial period ended 31 May 2022).
Subsequently, TSA had on, 21 April 2023, entered into a supplemental share sale agreement
with the Vendors to vary the consideration sum. The Company and the Vendors agreed the
consideration sum of RM120,000,150.20 is based on a willing buyer willing seller basis after
taking into consideration of the audited consolidated NA of TSA Industries for the FYE 31
December 2022 (RM147,729,000) and the RM20,000,000 dividend paid in April 2023.
The total purchase consideration [was satisfied] by the allotment and issuance of 231,974,000
new Shares at an issue price of RM0.5173 per Share to the Vendors as follows:-
Purchase
No. of Sale Consideration No. of Shares to be
Vendors Shares % (RM) issued
KVC Properties 2,505,000 50.1 60,120,075.25 116,218,974
Barisan Jutawan 595,000 11.9 14,280,017.87 27,604,906
Chew Kuan Fah 1,250,000 25.0 30,000,037.55 57,993,500
Chew Yik Wai 400,000 8.0 9,600,012.02 18,557,920
Ng Kim Liang 250,000 5.0 6,000,007.51 11,598,700
Total 5,000,000 100.0 120,000,150.20 231,974,000
The Acquisition of TSA Industries was completed on [●]. Upon completion of the Acquisition
of TSA Industries, TSA Industries and its subsidiaries namely, TSA Pipes, Mitra Bintang, TSA
Singapore and Asia Inox became the subsidiaries of TSA.
88
6.3 SUBSIDIARIES
6.3.1 Our Subsidiaries
The details of our subsidiaries as at the LPD are as follows:
Effective
Company name Date / Principal equity
and registration Place of place of Issued share interest
no. incorporation business capital (%) Principal activities
TSA Industries 4 November Malaysia RM5,000,000 100.0 Investment holding,

(199301025961 1993/ distribution and supply of
(280699-W)) Malaysia ferrous and non-ferrous
metal and other industrial
hardware products, and
manufacturing and
processing of stainless steel
pipes and other metal
products
Subsidiaries of
TSA Industries
TSA Pipes 1 March 1994/ Malaysia RM100,000 100.0 Dormant(1)

(199401005295 Malaysia
(290974-K))
Mitra Bintang 25 March Malaysia RM4,966,002 100.0 Investment holding

(200401008356 2004/
(646860-U)) Malaysia
TSA Singapore 7 April 2010/ Singapore SGD100,000 80.0(2) Distribution and supply of
(201007352G) Singapore ferrous and non-ferrous
metal and other industrial
hardware products
Asia Inox 24 March Malaysia RM100 100.0 Dormant(3)

(202301011146 2023/
(1505068-U)) Malaysia
Notes:
(1) Prior to TSA Pipes becoming dormant, the company was principally involved in the
manufacturing and trading of industrial pipes products from FYE 2008 to FYE 2016. As
at the date of this Prospectus, we do not have any plans for TSA Pipes.
(2) The remaining shareholder is Lai Chun Wai (20%).
(3) The intended principal activities of Asia Inox are to produce and process cold-rolled
stainless steel coil, and to distribute and sell the cold-rolled stainless steel coil in
Malaysia and/or export to other countries. Please refer to Section 7.21 of this
Prospectus for details of our Group’s business plans in relation to the establishment of
a cold rolling line to produce cold-rolled stainless steel coils.
As at the LPD, we do not have any associated company.
89
6.3.2 Share capital information of our subsidiaries
(i) TSA Industries
TSA Industries was incorporated on 4 November 1993 in Malaysia under the

Companies Act 1965 as a private limited company and is deemed registered under the
Act.
The issued share capital of TSA Industries as at the LPD is RM5,000,000 comprising
5,000,000 ordinary shares. There has been no change in the issued share capital of
TSA Industries for the Financial Years Under Review and up to the LPD.
None of the ordinary shares of TSA Industries were issued at a discount, on special
terms or based on instalment payment terms. As at the LPD, there are no outstanding
warrants, options, convertible securities or uncalled capital in TSA Industries.
As at the LPD, the subsidiaries of TSA Industries are TSA Pipes, Mitra Bintang, TSA
Singapore and Asia Inox.
(ii) TSA Pipes
TSA Pipes was incorporated on 1 March 1994 in Malaysia under the Companies Act
1965 as a private limited company and is deemed registered under the Act.
The issued share capital of TSA Pipes as at the LPD is RM100,000 comprising 100,000
ordinary shares. There has been no change in the issued share capital of TSA Pipes
for the Financial Years Under Review and up to the LPD.
None of the ordinary shares of TSA Pipes were issued at a discount, on special terms
or based on instalment payment terms. As at the LPD, there are no outstanding
warrants, options, convertible securities or uncalled capital in TSA Pipes.
As at LPD, TSA Pipes does not have any subsidiary or associated company.
(iii) Mitra Bintang
Mitra Bintang was incorporated on 25 March 2004 in Malaysia under the Companies
Act 1965 as a private limited company and is deemed registered under the Act.
The issued share capital of Mitra Bintang as at the LPD is RM4,966,002 comprising
4,966,002 ordinary shares. There has been no change in the issued share capital of
Mitra Bintang for the Financial Years Under Review and up to the LPD.
None of the ordinary shares of Mitra Bintang were issued at a discount, on special terms
or based on instalment payment terms. As at the LPD, there are no outstanding
warrants, options, convertible securities or uncalled capital in Mitra Bintang.
As at LPD, Mitra Bintang does not have any subsidiary or associated company.
(iv) TSA Singapore
TSA Singapore was incorporated on 7 April 2010 in Singapore under the Companies
Act 1967 of Singapore.
The issued share capital of TSA Singapore as at the LPD is SGD100,000 comprising
100,000 ordinary shares. There has been no change in the issued share capital of TSA
Singapore for the Financial Years Under Review and up to the LPD.
90
None of the ordinary shares of TSA Singapore were issued at a discount, on special
terms or based on instalment payment terms. As at the LPD, there are no outstanding
warrants, options, convertible securities or uncalled capital in TSA Singapore.
As at LPD, TSA Singapore does not have any subsidiary or associated company.
(v) Asia Inox
Asia Inox was incorporated on 24 March 2023 in Malaysia under the Act.
The issued share capital of Asia Inox as at the LPD is RM100 comprising 100 ordinary
shares. There has been no change in the issued share capital of Asia Inox since its
incorporation and up to the LPD.
None of the ordinary shares of Asia Inox were issued at a discount, on special terms or
based on instalment payment terms. As at the LPD, there are no outstanding warrants,
options, convertible securities or uncalled capital in Asia Inox.
As at LPD, Asia Inox does not have any subsidiary or associated company.
91
7. BUSINESS OVERVIEW
7.1 HISTORY AND BACKGROUND OF OUR GROUP
7.1.1 Incorporation and history
Our Group was established on 4 November 1993 with the incorporation of TSA Industries, with
Chew Yik Wai (our current Executive Director), Yee Kim Yuen and Tong Onn Poh as the initial
shareholders.
For the Financial Years Under Review, our principal activities are trading, manufacturing and
processing of metal products, mainly of stainless steel. Our largest revenue contributor is in
trading of rolled metal products such as plates, bars and coils as well as pipes, channels and
angles, and hardware and other products. This is followed by manufacturing of stainless steel
pipes, and processing of stainless steel plates and bars carrying out slitting, polishing and
perforation activities.
Our operations are in Malaysia and Singapore. We commenced business in trading of stainless
steel and other metal products, and hardware and other products in 1993, and subsequently
diversified into manufacturing of stainless steel pipes in 2008. We expanded our business
overseas to Singapore on 7 April 2010 with the incorporation of TSA Singapore which
commenced business operations in the same year in the trading of metal products, hardware
and other products. We achieved our first export sales in 2010 comprising manufactured
stainless steel pipes to customers in Sri Lanka.
KVC Industrial Supplies Sdn Bhd (KVC Industrial) became a 78.3% shareholder in TSA
Industries following the allotment of 1,800,000 new ordinary shares of TSA Industries on 1
September 1999 and subsequently acquired the remaining 21.7% equity interest of TSA
Industries on 23 December 2003, following which TSA Industries became a wholly owned
subsidiary of KVC Industrial.
On 31 October 2003, KVC Industrial acquired the entire equity interest of TSA Pipes. On 15
April 2008, KVC Industrial transferred its entire equity interest in TSA Pipes to TSA Industries.
ATIS Corporation Berhad (ATIS Corporation) acquired the entire equity interest of TSA
Industries from KVC Industrial on 29 September 2008. At that time, ATIS Corporation was
listed on the Main Board of Bursa Securities. ATIS Corporation was subsequently privatised
and delisted from the Main Board of Bursa Securities effective from 18 December 2012, and
then changed its name to KVC Corporation Sdn Bhd (KVC Corporation) on 22 January 2013.
KVC Properties then acquired the entire equity interest of TSA Industries from KVC
Corporation on 8 September 2015. On 16 November 2015, there was an allotment of new
ordinary shares of TSA Industries to KVC Properties, Chew Kuan Fah, Chew Yik Wai, Ng Kim
Liang and Barisan Jutawan. As a result, KVC Properties’ equity interest in TSA Industries was
diluted to 50.1%. Chew Kuan Fah (25.0%), Barisan Jutawan (11.9%), Chew Yik Wai (8.0%)
and Ng Kim Liang (5.0%) became direct shareholders of TSA Industries.
92
7. BUSINESS OVERVIEW (Cont’d)
The historical milestones of our Group are summarised in the following table:
Year Key Events and Milestones

1993 • Our Group was founded when TSA Industries(1) was incorporated on 4 November
1993 with Chew Yik Wai (our current Executive Director), Yee Kim Yuen and
Tong Onn Poh as the founding shareholders. The company commenced
business operations in the same year in the trading of stainless steel and other
metal products, and hardware and other products. At that time, TSA Industries
operated from rented premises at Taman Pertama in Cheras, Kuala Lumpur.
1994 • TSA Pipes(2) was incorporated on 1 March 1994.
1995 • We relocated our business operations from our rented premises to an owned
shophouse unit at Taman Sungai Besi Indah in Balakong, Selangor.
1999 • KVC Industrial Supplies Sdn Bhd (KVC Industrial) (3) became a 78.3%
shareholder in TSA Industries following the allotment and issuance of 1,800,000
new ordinary shares of TSA Industries on 1 September 1999.
2000 • TSA Industries acquired a light industrial unit at Taman Industri Selesa Jaya in
Balakong, Selangor, and subsequently relocated the business operations to this
light industrial unit.
2002 • ATIS Corporation Berhad (“ATIS Corporation”) comprising, amongst others, KVC
Industrial, was listed on the Main Board of the Kuala Lumpur Stock Exchange
(“KLSE”) in August 2002 with 78.3% interest in TSA Industries.
• TSA Industries’ revenue and PAT for the 12 months ended 31 December 2001
were RM37.5 million and RM4.0 million, respectively as compared to the ATIS
Corporation’s revenue and PATAMI for the FYE 31 December 2001 of RM171.4
million and RM14.4 million, respectively. TSA Industries’ 78.3% PAT contribution
to ATIS Corporation amounted to 21.75% (Source: ATIS Corporation’s
prospectus dated 29 June 2002).
2003 • KVC Industrial acquired the entire equity interest of TSA Pipes on 31 October
2003.
• On 23 December 2003, KVC Industrial acquired the remaining 21.7% equity

interest of TSA Industries that it did not already own, following which TSA
Industries became a wholly owned subsidiary of KVC Industrial.
2004 • Mitra Bintang was incorporated on 25 March 2004. The company commenced
business operations in 2004 when it acquired the land where our current main
operational facility is located.
2005 • TSA Industries became a 99.99% shareholder in Mitra Bintang following the
allotment of 4,966,000 new ordinary shares on Mitra Bintang on 8 August 2005.
We subsequently commenced the construction of our main operational facility on
the land owned by Mitra Bintang during the same year.
93

2008 • We relocated our head office and warehouse operations to our main operational
facility in March 2008 following its completion.
• We diversified our business activities when TSA Pipes began to manufacture

round, square and rectangular stainless steel pipes in April 2008. We also began
to use our “TSS” brand for the stainless steel pipes that we manufacture in 2008.
• On 15 April 2008, TSA Industries acquired the entire equity interest in TSA Pipes
from KVC Industrial.
• TSA Industries acquired the remaining 2 ordinary shares of Mitra Bintang that
we did not already own on 10 September 2008 from Loh Kum Fatt and Mohd
Shahrom Bin Abd Rahim and Mitra Bintang became the wholly owned subsidiary
of TSA Industries.
• ATIS Corporation acquired the entire equity interest of TSA Industries from KVC
Industrial on 29 September 2008. At that time, ATIS Corporation was listed on
the Main Board of Bursa Securities.
2010 • We expanded our business overseas to Singapore with the incorporation of TSA
Singapore on 7 April 2010 and commenced business operations in the same
year in the trading of metal products, hardware and other products.
• We started exporting our manufactured stainless steel pipes to customers in Sri

Lanka.
2012 • ATIS Corporation was privatised and delisted from the Official List of Bursa
Securities effective on 18 December 2012. ATIS Corporation subsequently
changed its name to KVC Corporation Sdn Bhd (KVC Corporation) on 22
January 2013.
2013 • TSA Singapore relocated its business operations to rented premises at Senoko
Avenue, Singapore in 2013.
2015 • KVC Properties Sdn Bhd (KVC Properties) acquired the entire equity interest of
TSA Industries from KVC Corporation on 8 September 2015.
• On 16 November 2015, there was an allotment of new ordinary shares of TSA

Industries to KVC Properties, Chew Kuan Fah, Chew Yik Wai, Ng Kim Liang and
Barisan Jutawan. As a result, KVC Properties’ equity interest in TSA Industries
was diluted to 50.1%. Chew Kuan Fah (25.0%), Barisan Jutawan (11.9%), Chew
Yik Wai (8.0%) and Ng Kim Liang (5.0%) became direct shareholders of TSA
Industries.
2016 • TSA Pipes transferred its pipe manufacturing business to TSA Industries in
December 2016, and subsequently ceased business operations and has been
dormant since January 2017.
2019 • TSA Industries obtained the SIRIM Product Certification Licence in 2019 for
specific stainless steel grades, types and sizes of stainless steel pipes that we
manufacture. The current certification is valid until 20 December 2023.
94

2021 • TSA Industries obtained the Certification of Standards Compliance – Building
Materials for welded stainless steel mechanical tubing from CIDB in September
2021. The current certification is valid until 31 August 2023.
2022 • TSA was incorporated on 18 March 2022 as an investment holding company and
converted into a public limited company on 1 November 2022.
• We completed the acquisition of a piece of leasehold land at Sungai Lalang in

Semenyih, Selangor measuring approximately 435,615 sq. ft. in size on 7 October
2022. We intend to establish a manufacturing premises for a stainless steel cold
rolling line on the leasehold land.
2023 • Asia Inox was incorporated on 24 March 2023 as a dormant company. The
proposed principal activity of Asia Inox is to produce and process cold-rolled
stainless steel coils and to distribute and sell the cold-rolled stainless steel coils
in Malaysia and/or export to other countries.
Notes:
(1) The company’s name upon incorporation on 4 November 1993 was Thian Soon Engineering
Hardware Sdn Bhd and changed its name to Thian Soon Industrial Hardware Sdn Bhd on 19 March
2001, and subsequently to its present name TSA Industries on 6 May 2004.
(2) The company’s name upon incorporation on 1 March 1994 was Bolline Marketing Sdn Bhd. It
changed its name to Bolline Tools Marketing Sdn Bhd on 29 April 1994, Bolline Tools & Electrical
Sdn Bhd on 26 October 1994, Bolline Electric and Engineering Sdn Bhd on 16 February 1996, R &
R Industrial Products (N.S.) Sdn Bhd on 3 January 2003, and subsequently to its present name TSA
Pipes on 15 April 2008.
(3) KVC Industrial Supplies Sdn Bhd was known as KVC Electric (M) Sdn Bhd when it first obtained its
direct equity interest in TSA Industries on 1 September 1999. KVC Electric (M) Sdn Bhd changed its
name to KVC Industrial Supplies Sdn Bhd on 28 March 2006.
7.1.2 Our achievements and recognitions
Up to the LPD, the awards and recognitions that we have received include the following:
Year Subsidiary Awarding Party Awards and Recognitions

2009 TSA Industries Ministry of International Anugerah Kecemerlangan Industri 2008
Trade and Industry (Industry Excellence Award 2008)
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7.2 OVERVIEW OF OUR BUSINESS
7.2.1 Our business model
Our business model is depicted in the following diagram:
Notes:
(1) For FYE 2020, other export markets include Australia, Bangladesh, Brazil, France, India, Indonesia,
Kazakhstan, Maldives, Myanmar, New Zealand, Saint Lucia and Sri Lanka.
For FYE 2021, other export markets include Bangladesh, China, France, India, Indonesia, Maldives,
New Zealand and Sri Lanka.
For FYE 2022, other export markets include Bangladesh, Brunei, France, India, Indonesia, Maldives,
New Zealand, Sri Lanka and the United Kingdom.
7.2.2 Business activities and revenue streams
Our principal business activities are trading, manufacturing and processing of metal products,
mainly of stainless steel.
Revenue segmentation by business activities
(a) Trading of metal and other products
Trading of metal and other products was our largest revenue contributor as it accounted
for RM156.2 million (66.5%), RM196.4 million (64.9%) and RM219.4 million (61.4%) of
our total revenue for the FYE 2020, FYE 2021 and FYE 2022 respectively.
96
We trade in the following products:
FYE 2020 FYE 2021 FYE 2022
Trading Segment RM’000 %* RM’000 %* RM’000 %*

Rolled metal products (1) 111,054 47.3 152,135 50.3 179,321 50.2
Pipes (2) 31,871 13.6 28,455 9.4 23,036 6.4
Channels and angles (3) 4,932 2.1 5,995 2.0 7,717 2.2
Hardware and others (4) 8,314 3.5 9,816 3.2 9,288 2.6
Segment total 156,171 66.5 196,401 64.9 219,362 61.4

* Percentage of total revenue.
Notes:
(1) Refers to plates, bars and coils, mainly of stainless steel and also other metals such as
copper, aluminium, brass, bronze, lead and carbon steel.
(2) Mainly stainless steel and a very small proportion of carbon steel.
(3) Mainly stainless steel. Other metals include aluminium, bronze, copper, brass, carbon steel
and other metals.
(4) Including, among others, expanded metal, engineered plastics, household and industrial
cleaning chemicals, ironmongeries, busbar components and switchboard components.
We mainly trade in rolled metal products including plates, bars and coils mainly of
stainless steel. For the Financial Years Under Review, trading of rolled metal products
was our largest revenue segment accounting for 47.3%, 50.3% and 50.2% of our total
revenue for the FYE 2020, FYE 2021 and FYE 2022 respectively. The remaining of our
trading revenue were contributed by trading of pipes, channels and angles, hardware
and others which collectively accounted for 19.2%, 14.6% and 11.2% for the FYE 2020,
FYE 2021 and FYE 2022 respectively.
(b) Manufacturing of stainless steel pipes
We manufacture stainless steel pipes which accounted for RM64.4 million (27.5%),
RM86.7 million (28.6%) and RM111.6 million (31.2%) of our total revenue for the FYE
2020, FYE 2021 and FYE 2022 respectively.
We manufacture welded ornamental stainless steel pipes with our in-house forming,
welding and polishing lines at our main operational facility in Balakong, Selangor.
Ornamental pipes are mainly used for non-structural, decorative and architectural
purposes such as those used for gates, railings, display stands, furniture, bathroom
accessories, and car parts and accessories.
We manufacture stainless steel pipes with round, square and rectangle profiles, as well
as their respective slotted profiles.
(c) Processing of stainless steel products
We also carry out the processing of stainless steel products. We would purchase
stainless steel plates and bars to carry out processing activities such as slitting,
polishing and perforation. Processing of stainless steel products accounted for RM14.0
million (6.0%), RM19.6 million (6.5%) and RM26.3 million (7.4%) of our total revenue
for the FYE 2020, FYE 2021 and FYE 2022 respectively.
97
7.2.3 Types of Products
We specialise in stainless steel products as indicated in the breakdown of our products provided
below:
Revenue segmentation by types of products
Note:
Other metals products comprise copper, aluminium, brass, bronze, lead and carbon steel.
(a) Stainless steel products
We trade, manufacture and process stainless steel products and our revenue
contribution is as follows:
FYE 2020 FYE 2021 FYE 2022
Stainless steel segment RM’000 %* RM’000 %* RM’000 %*
Trading 114,448 48.7 149,968 49.6 163,310 45.7
Manufacturing 64,461 27.5 86,676 28.6 111,576 31.2
Processing 13,997 6.0 19,616 6.5 26,333 7.4
Segment total 192,906 82.2 256,260 84.7 301,219 84.3

* Percentage of total revenue.
We trade in a wide range of stainless steel rolled products of different stainless steel
grades, shapes and dimensions to meet the requirements of our customers. These
included stainless steel products made from stainless steel grades 202, 303, 304,
304L, 316, 316L, 409 and 439. We trade stainless steel plates, sheets, coils, pipes,
square bars, flat bars, round bars, hexagon bars, angle bars, U-channels, chequered
and perforated plates, shim and strips, wire, flanges and pipe fittings.
We manufacture stainless steel pipes in-house with various shapes and profiles,
including round, square and rectangular, and their respective slotted profiles. The
stainless steel pipes that we manufacture are from stainless steel grades 304, 316L
439, and they are available in polished surface finishing ranging from non-reflective
ground finish (180 grit) to reflective mirror finish (800 grit).
98
In addition, we process stainless steel products comprising slitting of bars, polishing of

plates and sheets, and perforating plates and sheets.
(b) Other metal products
Revenue from trading of other metal products was RM33.7 million (14.4%), RM36.8
million (12.1%) and RM47.1 million (13.2%) for the FYE 2020, FYE 2021 and FYE 2022
respectively.
We also supply products made from other metals comprising copper, aluminium, brass,
bronze, lead and carbon steel as follows:
- copper plates, pipes, tube coils, square bars, flat bars and round bars, and
chromium copper square bars, flat bars and round bars;
- aluminium plates, sheets, coils, pipes, square bars, flat bars, round bars, angle
bars and chequered plates;
- brass plates, pipes, square bars, flat bars, round bars and hexagon bars;
- other metal products made from bronze, lead and carbon steel such as plates,
pipes, square bars, flat and round bars, channels and angles.
We supply these other metal products to customers based on standard dimensions, as

well as cut-to-length to meet customer specifications when required.
(c) Hardware and others
Revenue from hardware and others was RM8.0 million (3.4%), RM9.6 million (3.2%)
and RM9.0 million (2.5%) million for the FYE 2020, FYE 2021 and FYE 2022
respectively.
We are involved in trading a range of industrial hardware and other products, such as
expanded metal, engineered plastics, household and industrial cleaning chemicals,
ironmongeries, busbar components, switchboard components and scrap metal.
For further details on our range of products by business activities, please refer to
Section 7.5 of this Prospectus.
99
7.2.4 Geographical markets
Our Group’s principal markets are Malaysia and Singapore. Our revenue segmentation by
geographical markets during the Financial Years Under Review is as follows:
Revenue segmentation by geographic market
Notes:
(1) Other countries include Australia, Bangladesh, Brazil, Brunei, China, France, India, Indonesia,
Kazakhstan, Maldives, Myanmar, New Zealand, Saint Lucia, Sri Lanka and the United Kingdom.
Malaysia was our largest market as it accounted for RM182.0 million (77.6%), RM239.7 million
(79.2%) and RM293.6 million (82.2%) of our total revenue for FYE 2020, FYE 2021 and FYE
2022 respectively.
Our largest foreign market in FYE 2021 and FYE 2022 was Singapore which accounted for
RM30.2 million (10.0%) and RM39.6 million (11.1%) of our total revenue for FYE 2021 and FYE
2022 respectively. Meanwhile, in FYE 2020, Thailand was our largest foreign market which
accounted for RM20.3 million (8.7%) of our total revenue for FYE 2020.
For the Financial Years Under Review, our export markets were mainly for our manufactured
stainless steel pipes.
7.2.5 Distribution channels and customer base
We mainly adopt the direct distribution channel whereby our customers purchase our products for
use in their fabrication, manufacturing, construction and plant maintenance activities.
Among others, our direct distribution channel customers include fabricators, manufacturers,
construction companies and maintenance service providers, who will use our products for, among
- fabricating equipment for industrial and commercial applications, such as kitchen
equipment and cabinets, and food display equipment;
- manufacturing parts, components and products, including precision parts, moulds and
dies;
- using them in construction, renovation and upgrading projects for residential, commercial
and industrial buildings; and
- using them as spare parts and materials to maintain, repair or modify machinery and
equipment.
We also adopt an indirect distribution channel where we supply goods to intermediaries, such as
hardware wholesalers and retailers who will resell the goods to their own network of customers.
100
The revenue contribution from our direct and indirect distribution channels and types of
customers for the Financial Years Under Review is summarised in the following table:
FYE 2020 FYE 2021 FYE 2022

Distribution Channel RM ‘000 % RM ‘000 % RM ‘000 %
Direct 210,027 89.5 270,927 89.5 324,499 90.8
Fabricators 111,366 47.5 145,142 48.0 168,448 47.1
Parts manufacturers 37,724 16.1 54,330 17.9 60,299 16.9
Construction companies 11,686 5.0 13,375 4.4 19,779 5.5
Plant maintenance companies 10,868 4.6 13,338 4.4 16,331 4.6
Others* 38,383 16.3 44,742 14.8 59,642 16.7
Indirect 24,601 10.5 31,766 10.5 32,772 9.2
Hardware wholesalers and retailers 24,601 10.5 31,766 10.5 32,772 9.2
TOTAL 234,628 100.0 302,693 100.0 357,271 100.0
* Includes operators of manufacturing plants, and manufacturers of machinery and equipment,

furniture, household and other products.
7.2.6 Mode of operation
Our mode of operation is based on purchase orders. This applies to all our trading,
manufacturing and processing business activities. The purchase order will specify the product
type, specification, quantity and agreed price, as well as other terms such as delivery location
and schedule.
We will invoice our customers upon delivery of the products. We mainly deliver the ordered
goods to our customers’ specified destinations. Delivery services within Malaysia and
Singapore are not separately charged but factored into our product pricing. In a small number
of cases, our customers will pick up the goods from our designated warehouse as they require
the products urgently. For deliveries to foreign countries other than Singapore, delivery costs
are charged to the customers.
7.3 OUR COMPETITIVE ADVANTAGES AND KEY STRENGTHS
7.3.1 We have sales offices with warehouses in Malaysia and Singapore to provide wide
market coverage in these two countries
As at the LPD, we have a total of eight sales offices with warehouses in Malaysia, and one in
Singapore as depicted in the following map.
101
Our sales offices and warehouses in Malaysia and Singapore
Locations:
1) Balakong, Selangor (2 sales offices with warehouses). 2) Perai, Pulau Pinang. 3) Ipoh, Perak.
4) Seremban, Negeri Sembilan. 5) Johor Bahru, Johor. 6) Kota Kinabalu, Sabah. 7) Miri, Sarawak.
8) Singapore.
In Malaysia, we have our main operational facility with sales office, main warehouse and
manufacturing operations in Balakong, Selangor, as well as six branch offices comprising sales
offices with warehouses in Perai, Pulau Pinang; Ipoh, Perak; Seremban, Negeri Sembilan;
Johor Bahru, Johor; Kota Kinabalu, Sabah, and Miri, Sarawak. In addition, we have a branch
office with a sales office with warehouse in Singapore.
Our sales offices provide a base for our sales personnel to serve existing customers and
engage with prospective customers in their respective areas. We stock inventories of commonly
purchased products in these branches’ warehouses. This enables us to fulfil orders promptly in
states and territories outside of Selangor rather than relying solely on our main warehouse in
Balakong, Selangor.
These sales offices are an advantage to us as they help us to serve our customers and enlarge
our addressable markets throughout Malaysia and Singapore.
7.3.2 We operate in Singapore to serve as an additional market to grow our business and
provide us with diversification
TSA Singapore was incorporated on 7 April 2010 and commenced business operations in the
same year in the trading of metal products, hardware and other products. We have a sales
office with warehouse in Singapore where we conduct sales and marketing operations, and
stock inventories of purchased and manufactured products for sales to customers in Singapore.
During the Financial Years Under Review, Singapore accounted for 8.2%, 10.0% and 11.1% of
our total revenue for the FYE 2020, FYE 2021 and FYE 2022 respectively.
Our business in Singapore is an advantage as it expands our addressable markets to provide

opportunities for business growth.
7.3.3 We manufacture a range of stainless steel pipes in-house
We have been manufacturing stainless steel pipes since 2008 and we operate our in-house
forming, welding and polishing lines at our main operational facility in Balakong, Selangor. We
currently manufacture a range of stainless steel pipes mainly stainless steel grades 304, 316L
and 439, and the types of stainless steel pipes that we manufacture comprise round, square
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and rectangular pipes, and their respective slotted profiles in a range of dimensions and
finishing.
In-house stainless steel pipe manufacturing capability is an advantage as we have full control
over the quality of the stainless steel pipes that we manufacture. In addition, as we control our
manufacturing operations we can manufacture specific types and sizes of stainless pipes to
meet customer demand, as required.
7.3.4 We market the stainless steel pipes that we manufacture under our own brand
We brand and market most of the stainless steel pipes that we mainly manufacture under our
“TSS” brand, except those that we manufacture under our customers’ brands and a small
proportion that is not branded. Revenue from stainless steel pipes manufactured and sold under
our TSS brand amounted to RM58.5 million (24.9%), RM76.7 million (25.3%) and RM105.1
million (29.4%) for the FYE 2020, FYE 2021 and FYE 2022 respectively.
We have registered the trademark for our TSS brand in Malaysia since 2007, and in Sri Lanka
since 2013. Having our own brand of stainless steel pipes is an advantage as it creates product
differentiation, facilitates customer loyalty and encourages return customers and referrals. We
actively develop our brand awareness, image and equity to help our products compete in the
market. Our brand will provide us with a platform to grow our business in Malaysia and foreign
markets.
7.3.5 We have a large customer base to sustain and grow our business, and we are not
dependent on any individual customer
We have cultivated a large and diverse customer base since we commenced business in 1993.
We had approximately 3,600 active customers during FYE 2022, and we served customers in
12 countries (including Malaysia) during that year. Due to our large customer base, we are not
dependent on any individual customer and this was supported by the fact that our top 5
customers collectively accounted for 12.3%, 11.0% and 6.3% of our total revenue for the FYE
Our large customer base provides us with the platform to sustain and grow our business.
7.3.6 We offer a wide range of products to our customers
We offer a wide range of purchased and manufactured products to meet the diverse needs of
our customer base. For FYE 2022, our product range consisted of approximately 18,500 store
keeping units (SKU). Our extensive range of products provides customers with the convenience
of a one-stop solution for stainless steel and other metal products, hardware and other
products, as well as stainless steel pipes.
Our ability to offer a wide range of products to our customers is an advantage as it enlarges our
addressable customer base, and at the same time facilitates higher sales from each customer.
7.3.7 The products that we supply to our customers have a wide range of applications
The products that we supply to our customers, comprising our traded, processed and
manufactured products, have a wide range of applications. The common applications of the
main categories of products that we trade and process, and the stainless steel pipes that we
manufacture include, among many others, the following:
Type of Product Applications

Traded and processed products *
Stainless steel products • Household appliances, products and cooking utensils.
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Type of Product Applications

• Architectural fittings.
• Sinks and sanitary ware.
• Food and beverage, chemical and pharmaceutical processing
machinery and equipment.
• Vehicle parts and components.
Copper products • Electrical components.
• Heating and cooling system components.
• Air conditioning systems.
• Architectural trim and fittings.
Aluminium products • Household appliances, products and cooking utensils.
• Electrical components.
• Heating and cooling system components.
• Shipbuilding and vehicle parts and components.
• Packaging.
Brass products • Decorative items.
• Ironmongeries and hardware.
• Electrical sockets and plugs.
Manufactured products
Stainless steel pipes • Architectural trim and fittings.

• Household appliances and products.
• Sanitary ware.
• Food and beverage, chemical and pharmaceutical processing
machinery and equipment.
• Ironmongeries and hardware.
• Vehicle parts and components.
Notes: * The processed stainless steel products that we supply to our customers are similar to traded
products, except that they may be bars cut to a narrower width, polished plates or plates perforated with
holes at specific locations per the customers’ requirements.
The wide range of applications of the products that we supply is an advantage as we have a
large addressable customer base, which is evidenced by our large customer base of
approximately 3,600 customers during FYE 2022.
7.3.8 We have an established track record of approximately 30 years
We have an established track record of approximately 30 years in the trading of stainless steel
and other metal products since the inception of our Group in 1993. Meanwhile, we have a track
record of approximately 15 years as a manufacturer of stainless steel pipes since the
commencement of TSA Pipes’ in 2008. We have established and maintained long-term
business relationships with our customers, supported by the fact that 3 of our top 5 customers
for the FYE 2022 have been dealing with us for 10 years or more.
Our established track record will provide us with the platform to sustain and grow our business.
7.3.9 We have experienced Directors and key senior management team to grow our business
We have an experienced management team headed by our directors, namely:

- Chew Kuan Fah, our Group Managing Director, who has extensive experience of
approximately 36 years in industrial products, is responsible for managing strategic
plans and overseeing the management, operations and sales of our Group;
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- Chew Yik Wai, our Executive Director, has approximately 37 years of experience in the
industrial hardware supply industry, is responsible for our Group’s overall operations
relating to production, procurement and export markets; and
- Ng Kim Liang, our Executive Director, has approximately 36 years of experience in the
sales and marketing of industrial hardware products, is responsible for overall
management and day-to-day operations of our Group’s sales and marketing
department.
They are supported by our key senior management team which comprises the following:
- Loh Pei Ling, our General Manager & Head of Procurement, who brings with her
approximately 24 years of experience in procurement, is responsible for leading our
Group’s procurement department, stock planning and control, developing and
maintaining relationships with suppliers, and monitoring overseas shipments and
customs clearance;
- Tan Bee Hong, our Head of Finance, has approximately 28 years of experience in the
fields of finance, administration and accounting, is responsible for the overall
accounting and finance matters of our Group;
- Lai Hoi Lian, our Head of Human Resources, has approximately 38 years of experience
in the fields of administration and human resources, and is responsible for the human
resources function of our Group including talent acquisition, training, remuneration and
employee relations;
- Low Chan Kheun, our Head of Engineering Production & Services, has approximately
28 years of experience in manufacturing, and is responsible for our Group’s
engineering production and services department, including product quality control;
- Wong Foot Nam, our Head of Sales Administration & Logistics, has approximately 29
years of experience in the trading of stainless steel and other metal products, and
hardware, is responsible for overseeing our Group’s customer support services,
including logistics.
Please refer to Section 5.1.2 and 5.4.3 of this Prospectus for the profiles of our Directors and
key senior management team respectively.
7.4 OVERVIEW OF OUR PRODUCTS
7.4.1 Stainless steel
Our business activities including trading, manufacturing and processing mainly involves
stainless steel which accounted for RM192.9 million (82.2%), RM256.3 million (84.7%) and
RM301.2 million (84.3%) of our total revenue for FYE 2020, FYE 2021 and FYE 2022
respectively.
Stainless steel is an alloy of iron that is characterised by high resistance to corrosion and
rusting. It also exhibits high resistance to attack by acid, alkali and other chemicals, good
mechanical strength and durability, ease of cleaning and sterilising, and it can be polished to a
high degree of reflectiveness. Stainless steel’s resistance to corrosion and rusting is due to
chromium, its main alloying element (usually at least 10.5% by weight). Other alloying elements
may also be added to achieve the desired properties.
Specific stainless steel alloys are designated by their standard alloy numbering grades.
Stainless steel grades are generally based on the types and relative quantities of alloying
elements, which determines the physical properties of the resulting stainless steel. As they
have different properties, each stainless steel grade has different price points and end-use
applications. Following are some of the common grades of stainless steel that we use in our
business activities.
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Stainless
Steel Grades Description and Applications
303 • Stainless steel grade 303 has very high machinability and toughness.
• Good resistance to corrosion and rusting.
• Used to manufacture parts that must be heavily worked with machine tools, such as:
- fasteners such as nuts, bolts and screws;
- machinery parts such as gears, shafts and bushings; and
- aircraft fittings.
304 • Stainless steel grade 304 is the most commonly used grade of stainless steel.
• High resistance to corrosion and rusting.
• Easy to form into various shapes and fabricate.
• Common applications include:

- architectural fittings such as doors, windows, gates, handrails, panelling and water
features;
- sinks and sanitary ware;
- general household appliances, cooking utensils, sinks, sanitary ware and other
goods;
- brewery, food, dairy and pharmaceutical production equipment; and
- functional automotive parts such as exhaust manifolds.
304L • Stainless steel grade 304L is the low-carbon version of stainless steel grade 304.
• High resistance to corrosion and rusting.
• Easy to form into various shapes and fabricate, better weldability compared to
stainless steel grade 304.
• Commonly used to manufacture thick products that require welding.
316 • Stainless steel grade 316 is the second most common stainless steel grade.
• Highly resistant to corrosion from salt, chemicals and pitting corrosion due to relatively
high molybdenum content.

- industrial food processing equipment, particularly where salt and acid are present;
- medical devices, implants and pharmaceutical manufacturing equipment;
- chemical processing, storage and transportation; and
- machinery, equipment and parts used in the marine environment.
316L • Low carbon content results in high resistance to interior corrosion along welds, which
makes stainless steel grade 316L suitable for manufacturing welded pipes and
vessels used to hold fluids under pressure.
409 • Generally, less costly compared to other stainless steel grades as it does not contain
nickel.
• Good resistance to corrosion and rusting.
• High heat resistance.

- functional automotive parts such as exhaust systems;
- shipping containers;
- road and rail vehicles; and
- warehouse and transportation equipment.
439 • Improved resistance to corrosion and oxidation at high temperatures compared to
other stainless steel grades.
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Stainless
Steel Grades Description and Applications
- catalytic converters for automotive exhaust systems; and
- industrial equipment used for high temperatures such as process piping, heat
exchangers and food handling equipment.
7.5 TRADING OF METAL AND OTHER PRODUCTS
7.5.1 Overview
One of our principal business activities is in trading mainly of metal products which represented
our largest revenue contribution for the Financial Years Under Review.
The breakdown of our trading business segmented by products is as follows:
FYE 2020 FYE 2021 FYE 2022
Pipes (2) 31,871 13.6 28,455 9.4 23,036 6.4
Segment total 156,171 66.5 196,401 64.9 219,362 61.4
* Percentage of total revenue

Notes:
(1) Refers to plates, bars and coils, mainly of stainless steel and also other metals such as copper,
aluminium, brass, bronze, lead and carbon steel.
(3) Mainly stainless steel. Other metals include aluminium, bronze, copper, brass, carbon steel and
other metals.
(4) Including, among others, expanded metal, engineered plastics, household and industrial cleaning
chemicals, ironmongeries, busbar components and switchboard components.
We mainly trade in rolled metal products which collectively accounted for RM111.1 million
(47.3%), RM152.1 million (50.3%) and RM179.3 million (50.2%) of our total revenue for the
FYE 2020, FYE 2021 and FYE 2022 respectively.
Most of our trading of metal products are for stainless steel as segmented below:
FYE 2020 FYE 2021 FYE 2022
Stainless steel 114,448 48.7 149,968 49.6 163,309 45.7
Copper 15,376 6.6 20,119 6.6 24,380 6.8
Others^ 26,347 11.2 26,314 8.7 31,672 8.9
Segment total 156,171 66.5 196,401 64.9 219,361 61.4
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* Percentage of total revenue; ^ Others include aluminium, carbon steel, brass, bronze, lead, other metals,
and hardware and related products. Individually, none of them represents more than 3.0% of total revenue.
Our trading business involves purchasing products from third-party suppliers and selling them
to our customers with no modification except for cutting to the desired length specified by
customers.
7.5.2 Stainless steel flat products
The following are the main types of stainless steel flat products that we trade:
Stainless Steel
Stainless steel flat products Standard Dimensions Grades
Plates  Thickness: 3.0 mm to 100.0 mm 304, 316, 316L
 Smallest size: 600 mm by 1,200 mm and 439
 Largest size: 2.0 m by 6.1 m
Sheets  Thickness: 0.3 mm to 3.0 mm 304, 316, 316L

 Smallest size: 600 mm by 1,200 mm and 439
Coils  Thickness: 0.3 mm to 12.0 mm 304, 316, 316L

 Width: 1.2 m to 2.0 m and 439
 Weight: 1 tonne to 8 tonne
Chequered plates  Thickness: 1.5 mm to 6.0 mm 304, 304L, 316

 Smallest size: 1.2 m by 2.4 m and 316L
Perforated sheets  Thickness: 0.5 mm to 3.0 mm 304, 304L, 316,

 Smallest size: 1.2 m by 2.4 m 316L and 439
 Hole size: 3.0 mm to 12.0 mm
 Hole pitch: 5.0 mm to 15.0 mm
108
Stainless Steel
Stainless steel flat products Standard Dimensions Grades
Shims • Thickness: 0.025 mm to 1.0 mm 304, 304L, 316
• Width: 200 mm to 300 mm and 316L
7.5.3 Stainless steel long products
The following are the main types of stainless steel long products that we trade:
Stainless Steel
Stainless steel long products Standard Dimensions Grades
Square bars • Thickness and width: 3.0 304 and 316L
mm to 76.0 mm
• Length: 3.7 m or 6.0 m
Flat bars • Thickness: 3.0 mm to 304 and 316L

50.0 mm
• Width: 12.0 mm to 203.0
mm
• Length: 6.0 m
Round bars • Diameter: 2.0 mm to 304.0 303, 304 and

mm 316L
• Length: 2.5 m, 3.0 m, 3.6 m
or 6.0 m
Hexagon bars • Across flats diameter: 304 and 316L

5.0 mm to 100.0 mm
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7.5.4 Stainless steel profiles
The following are the main types of stainless steel profiles that we trade:
Stainless Steel
Stainless steel profiles Standard Dimensions Grades
Angles • Thickness: 3.0 mm to 9.0 304, 304L, 316
mm and 316L
• Width and height: 20.0 mm
to 100.0 mm
• Length: 6.0 m
U-channels • Thickness: 4.0 mm to 304, 304L, 316

10.0 mm and 316L
• Depth: 80.0 mm to
150.0 mm
• Flange height: 40.0 mm
to 75.0 mm
• Length: 6.0 m
7.5.5 Stainless steel pipes
Most of the stainless steel pipes that we trade comply with the ASTM A312 or A554 standards
for stainless steel pipes. The following are the main types of stainless steel pipes that we trade:
Stainless Steel
Stainless steel pipes Standard Dimensions Grades
ASTM A312 Schedule 10 pipes • Wall thickness: 1.24 mm 304, 304L, 316
to 6.35 mm and 316L
• Outside diameter: 10.3
mm to 610.0 mm
• Length: 6.0 m
ASTM A312 Schedule 40 pipes • Wall thickness: 1.73 mm to 9.52 mm 304, 304L, 316
• Outside diameter: 10.3 mm to 323.9 mm and 316L
• Length: 6.0 m
ASTM A312 Schedule 80 pipes • Wall thickness: 2.41 mm to 12.70 mm 304, 304L, 316
• Outside diameter: 10.3 mm to 323.9 mm and 316L
• Length: 6.0 m
The stainless steel pipes that we trade are sourced from third-party manufacturers and
suppliers, and are not manufactured by us.
110
Some of the stainless steel products we trade
Left: Plates; Middle: Bars; Right: Coils
7.5.6 Other metal products
Copper products
Copper is a metal characterised by very good heat and electrical conductivity, the best among
commonly used metals. It is also easy to shape and draw into wires and is not brittle. Copper
products have good corrosion resistance, as a film of copper oxide forms when it is exposed to
air and subsequently protects the underlying metal from further corrosion.
The following are the main types of copper products that we trade:
Copper product Standard Dimensions

Plates • Thickness: 0.4 mm to 152.0 mm
• Smallest size: 600 mm by 1,200 mm
• Largest size: 1.2 m by 2.4 m
Pipes • Wall thickness: 0.7 mm to 3.0 mm
• Outside diameter: 6.0 mm to 101.6 mm
Tube coils • Wall thickness: 0.5 mm to 1.5 mm
• Outside diameter: 4.0 mm to 15.9 mm
• Length: 15.0 m
Square bars • Thickness and width: 6.4 mm to 100.0 mm
Flat bars • Thickness: 3.0 mm to 76.2 mm
• Width: 12.0 mm to 203.2 mm
• Length: 6.0 m
Round bars • Diameter: 5.0 mm to 152.0 mm
The copper products that we supply to our customers are commonly used to manufacture
electrical components such as busbars, architectural trims and fittings, heat exchanger
elements, and copper tubing in air conditioning systems.
111
In addition to copper products, other types of metal products that we supply include the
following:
- aluminium plates, sheets, coils, pipes, square bars, flat bars, round bars, angles, and
chequered plates. Aluminium is a metal that is characterised by good corrosion
resistance, as well as very good heat and electrical conductivity (second only to copper
among commonly used metals). Aluminium also exhibits good mechanical strength,
has a relatively low density and is easy to draw into wires.
- brass plates, pipes, square bars, flat bars, round bars, hexagonal bars and shim. Brass
is mainly an alloy of copper and zinc;
- bronze plates, pipes and round bars. Bronze is mainly an alloy of copper and tin;
- lead sheets. Lead is a metal characterised by high density, softness and low melting
point; and
- carbon steel pipes, pipe fittings and flanges. Carbon steel is mainly an alloy of steel
and carbon.
7.5.7 Hardware and others
We are involved in trading a range of industrial hardware and other products:

- expanded metal, which is made from carbon steel and mainly used as part of fences,
grills, doors and other barriers;
- engineered plastics, such as polyvinyl chloride (PVC) curtains and sheets, nylon rods
and sheets, and polyacetal rods and sheets;
- household and industrial cleaning chemicals;
- ironmongeries such as locksets, padlocks, handles, hinges, latches and their
accessories;
- busbar supports, insulators and links;
- switchboard components, including locks, hinges and accessories;
- wire mesh and wires; and
- scrap metal generated from our trading, manufacturing and processing activities,
mainly comprising off-cuts.
7.6 MANUFACTURING OF STAINLESS STEEL PIPES
We manufacture stainless steel pipes with various shapes, profiles, stainless steel grades and
polished finishing. We manufacture ornamental pipes which are not intended for structural use
or transportation of gases or liquids.
The main types of stainless steel pipes that we manufacture are as follows:
Types of stainless steel Stainless Surface

pipes manufactured Standard Dimensions Steel Grades Finishing
• Wall thickness: 0.6 304, 316L and 180, 240, 320,
mm to 6.0 mm 439 400, 600 and
• Outside diameter: 800 grit
9.5 mm to 200.0
mm
• Length: 6.0 m or 6.1
m
Round
112

Square • Wall thickness: 304, 316L and 180, 240, 320,
0.8 mm to 6.0 439 400, 600 and
mm 800 grit
• Outside height
and width: 12.0
mm to 150.0 mm
• Length: 6.0 m or
6.1 m
Rectangular • Wall thickness: 304, 316L and 180, 240, 320,

0.8 mm to 6.0 439 400, 600 and
mm 800 grit
• Outside height:
6.0 mm to
100.0 mm
• Outside width:
19.5 mm to
200.0 mm
Round hollow slotted • Wall thickness: 304 180, 240, 320,

1.0 mm, 1.2 mm 400, 600 and
and 1.5 mm 800 grit
• Outside
diameter: 50.8
mm
• Slot size: 20.0
mm by 20.0 mm
• Length: 6.0 m
Square hollow slotted • Wall thickness: 304 180, 240, 320,

1.0 mm, 1.2 mm 400, 600 and
and 1.5 mm 800 grit
• Outside height
and width: 50
mm
• Slot size: 19
mm by 19 mm
• Length: 6.0 m
Rectangular hollow • Wall thickness: 304 180, 240, 320,

slotted 1.0 mm, 1.2 mm 400, 600 and
and 1.5 mm 800 grit
• Outside width:
50 mm
• Outside length:
25 mm
• Slot size: 19
mm by 19 mm
• Length: 6.0 m
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Square hollow double • Wall thickness: 304 180, 240, 320,
slotted 1.0 mm, 1.2 mm 400, 600 and
and 1.5 mm 800 grit
• Outside height
and width: 50
mm
• Slot size: 19
mm by 19 mm
for each slot
• Length: 6.0 m
Embossed (twisted • Wall thickness: 0.8 mm to 1.5 mm 304 and 439 180, 240, 320,
pattern) • Outside diameter: 12.7 mm to 50.8 400, 600 and
mm 800 grit
• Length: 6.0 m and 6.1 m
We have received Product Certification Licence from SIRIM QAS International Sdn Bhd (SIRIM)
certifying that the following stainless steel pipes that we manufacture comply with the American
Society for Testing and Materials (ASTM) A554 standard:
First Certified by Current

Stainless Stainless SIRIM complying with Validity
Steel Pipes Size Steel Grades ASTM A554 Period
Round • Wall thickness: 1.2 mm to 304 20 December 2019 22 November
3.0 mm 2022 to 20
• Outside diameter: 9.5 mm to December
203.2 mm 2023
• Length: Up to 6.1 m
Round • Wall thickness: 1.2 mm 316L 20 December 2019 22 November
• Outside diameter: 38.1 mm 2022 to 20
and 50.8 mm December
• Length: Up to 6.1 m 2023
Square • Wall thickness: 1.2 mm to 304 20 December 2019 22 November
3.0 mm 2022 to 20
• Outside height and width: December
12.7 mm to 150.0 mm 2023
Square • Wall thickness: 1.5 mm 316L 20 December 2019 22 November
• Outside height and width: 2022 to 20
Up to 40.0 mm December
114
First Certified by Current

Stainless Stainless SIRIM complying with Validity
Steel Pipes Size Steel Grades ASTM A554 Period
Rectangular • Wall thickness: 1.0 mm to 304 20 December 2019 22 November
3.0 mm 2022 to 20
• Outside height: 6.4 mm to December
150.0 mm 2023
• Outside width: 25.4 mm to
100.0 mm
• Specification: ASTM A554
Rectangular • Wall thickness: 2.5 mm 316L 20 December 2019 22 November
• Outside height: 50.0 mm 2022 to 20
• Outside width: 100.0 mm December
We operate in-house polishing lines for various types of finishes. The stainless steel pipes are
polished with a specified fine abrasive material to remove dirt, fine pits and surface
imperfections to achieve the desired appearance. Polishing can also improve the corrosion
resistance of the pipes.
The polished surface finishing of stainless steel pipes is described by a grit number, such as
“180 grit” or “800 grit”. The grit number refers to the number of grit lines per inch of abrasive,
and typically the smoothness and reflectiveness of the surface finish increase with a higher grit
number. Polished surface finishes with grit number 600 and above are reflective with good
image quality. The stainless steel pipes that we manufacture are available in the following
polished surface finishing:
Grit number Description

180 grit • Ground finish.
• The surface appears to be textured with lines running in one direction.
• Not reflective.
240 grit • Brush finish.
• The surface appears to be textured with fine lines running in one direction.
• Not reflective.
320 grit • Dull finish.
• The surface appears to be textured with fine lines running in one direction.
• Not reflective.
400 grit • Satin finish.
• Non-textured surface.
• Reflective, but the image is not clear.
600 grit • Bright polish.
• Reflective with good image clarity.
800 grit • Mirror finish.
• Very reflective with mirror-like image clarity.
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Our in-house pipe manufacturing
The stainless steel pipes that we manufacture are used in a range of applications, including the
following:
Application Examples
Architectural • Elements of doors, gates, windows, grilles, fences, handrails and balustrades.
• Round, square and rectangular hollow slotted, and square hollow double
slotted pipes are used as frames for windows, doors and bannisters.
Automotive • Fittings for cars, trucks, motorcycles and other motor vehicles, such as
bumpers, grille guards, bull bars and light guards.
• Exhaust pipes.
Furniture and • Household furniture such as chairs, tables, cabinets, racks and display cases.
fittings • Frames for household kitchen cabinet and wardrobe.
• Frames for commercial kitchen cabinets, counters and tables, and for retail
and food service outlets.
• Clothes drying rails.
• Office and retail furniture such as display stands, cases and racks.
• Washroom fittings such as towel rails, clothing racks and handrails.
Others • Frames for supermarkets and other trolleys.
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We market most of our manufactured stainless steel pipes under our “TSS” brand. The revenue
segmentation of our manufactured stainless steel pipes by brand is as follows:
FYE 2020 FYE 2021 FYE 2022
Manufactured stainless steel pipes RM’000 %* RM’000 %* RM’000 %*
Our in-house brand (1) 58,502 24.9 76,710 25.3 105,093 29.4
Third-party customers’ brands 2,194 0.9 5,769 1.9 2,189 0.6
Not branded 3,765 1.7 4,197 1.4 4,294 1.2
Segment total 64,461 27.5 86,676 28.6 111,576 31.2

* Percentage of total revenue;
Note:
(1) Our in-house brand is “TSS”.
7.7 PROCESSING OF STAINLESS STEEL PRODUCTS
We also process purchased stainless steel bars, plates and sheets to the desired specifications
of our customers. Our processing of stainless steel products comprises the following:
- Slitting of bars: We slit stainless steel bars into the desired width for our customers.
Our slitting process is done in-house.
- Polishing of plates and sheets: We polish stainless steel plates and sheets to 600 grit
(bright polish) or 800 grit (mirror finish). Our polishing is done in-house. We can also
provide hairline finish to plates and sheets, which is outsourced.
- Perforating plates and sheets: One or more holes of specific size and shape are
punched at specific locations of a stainless steel plate or sheet, based on customers’
specifications. We outsource the perforation process by sending our stainless steel
plates and sheets to a third-party service provider.
Our machinery used for processing
Left: A cutting machine; Right: A punching machine
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7.8 OPERATIONAL FACILITIES
The location of our operational facilities is as follows:
Approximate
Built-up Area
Subsidiary Main Functions (sq. ft) Ownership Address
TSA Industries Group head office, 147,072 Owned Lot 3998, Jalan 6/2A,
warehouse, Taman Industri Selesa Jaya,
manufacturing and 43300 Balakong, Selangor
processing Darul Ehsan
Sales office with 5,890 Rented No 23, Jalan 6/2A,
warehouse Taman Industri Selesa Jaya,
43300 Balakong, Selangor
Darul Ehsan
Sales office with 5,200 Rented 2410, Jalan Perusahaan,
warehouse Kawasan Perusahaan Perai,
13600 Perai, Pulau Penang
Sales office with 12,580 Rented PT 232041, Jalan Zarib 9,
warehouse Kawasan Perindustrian Zarib,
31500 Lahat, Perak
Sales office with 4,006 Rented No 2, Jalan TJ 1/4, Kawasan
warehouse Perindustrian Tuanku Jaafar,
71450 Seremban, Negeri
Sembilan
Sales office with 12,792 Rented No. 22 & 24, Jalan Gemilang
warehouse 7, Taman Perindustrian
Cemerlang, 81800 Ulu Tiram,
Johor Darul Takzim
Sales office with 4,069 Rented CL 015028430, Building No.
warehouse 125G, Block E1,
Jalan Tuaran By-Pass, 88450
Kota Kinabalu, Sabah
Sales office with 9,849 Rented Lot 3695A, Block 6, KBLD,
warehouse Permyjaya Technology Park,
Bandar Baru Permyjaya,
98000 Miri, Sarawak
TSA Singapore Sales office with 10,503 Rented 23 Senoko Avenue,
warehouse (1) Woodlands East Industrial
Estate, Singapore 758313
Notes:
(1) TSA Singapore intends to relocate its operational facilities to a sales office and warehouse in rented
premises at TimMac @ Kranji, Unit #03-10, Kranji Loop, Singapore 739570 by the end of June 2023.
This premises has built-up area of approximately 15,272 square feet.
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7.9 KEY MACHINERY AND EQUIPMENT
For FYE 2022, the major machinery and equipment used for our operations include the following:
Net book value

Main machinery Number as at FYE 2022
and equipment Brief description of units (RM)
Pipe manufacturing lines
Pipe forming Includes cutting, tubing, and polishing machines 23 3

Welding Used to weld the gap between the pipes after forming 23 2
Straightening Used to straighten the pipes after the welding process 23 9,461
Machine for processing operations

Bending Used to bend sheets or plates to form shapes 2 160,464
Punching Used to punch required shapes on the metal products 2 248,464
Machine and equipment for both operations

Shearing Used to shear metal coils into the required length 5 215,910
Slitting Used to slit metal coils into the required width 1 1
Cutting Used to cut the metal products into the required length 11 11
Polishing Used to polish metal products 17 306,543
Testing Includes testing equipment for thickness and flatness 3 5,268
7.10 PRODUCTION CAPACITY, OUTPUT AND UTILISATION
7.10.1 Trading of stainless steel and other metal products, and hardware and other products
Measures of capacity and utilisation do not apply to our trading as goods purchased are stored
and subsequently sold and delivered or picked up by customers. Similarly, measures of capacity
and utilisation for our processing do not apply as the activities such as slitting and polishing are ad
hoc and not based on mass production.
7.10.2 Manufacturing of stainless steel pipes
We manufacture stainless steel pipes in-house at our main operational facility in Balakong,
Selangor. The methodologies used to calculate the capacity, annual capacity and utilisation rates
are as follows:
- annual capacity is calculated based on 22 hours per day (two shifts of 11 hours per shift)
from Monday to Saturday (“normal operating hours and days”), for 52 weeks per year less
gazetted public holidays for FYE 2020, FYE 2021 and FYE 2022;
- actual output is the quantity of stainless steel pipes that we manufacture during the
respective financial years; and
- utilisation rate is calculated by dividing the actual output by the annual capacity.
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Annual Capacity Actual Output

(tonnes) (tonnes) Utilisation Rate (%)
FYE 2020 7,722 4,966 64
FYE 2021 7,722 5,622 73
FYE 2022 7,722 5,975 77
Our utilisation rates for the manufacturing of stainless steel pipes were 64%, 73% and 77%
respectively for the FYE 2020, FYE 2021 and FYE 2022.
7.11 PROCESS FLOW
7.11.1 Trading
As at the LPD, we trade the following categories of products:

- stainless steel products, which include a wide range of different stainless steel grades,
shapes and dimensions;
- other metal products, which include products made of copper, aluminium, brass, bronze
and carbon steel; and
- hardware and other products, which include expanded metal, engineered plastics,
household and industrial cleaning chemicals, ironmongeries, busbar components and
switchboard components.
The following diagram depicts our operational process for our trading:
• Customer enquiry
Our trading business process begins with customers enquiring availability of stock by
contacting our sales and marketing team or walk-in customers to our sales office. The
customers would usually specify the type of product, as well as the standard
dimensions and grades (where applicable) that they intend to purchase.
For items that are not available in stock, our procurement team would engage with our
list of approved vendors for quotes of the requested item.
• Order confirmation
Upon confirmation of the availability of stocks and prices, the customers will issue
purchase orders for us to fulfil. The quantity and price of the products, as well as the
delivery destinations, schedules and other terms are determined at this stage.
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• Procurement
Once we secure the purchase order, we will begin our procurement process by
ascertaining if the required products are in stock, manufactured or processed in-house
or to be secured from third-party suppliers.
We have one main warehouse and seven warehouses located across Malaysia and
Singapore. Our main warehouses in Malaysia would have a more comprehensive stock
of products, while our other warehouses will keep a minimum level of stocks as base
stocks. Our inventory levels are monitored continuously using our enterprise resource
planning (ERP) system. Generally, the inventory level for each product is maintained
based on our history of sales records. On average, we will replenish the products once
every one to two months depending on the warehouse location and purchase orders
received from our customers.
Our in-house manufactured and processed products are based on our machine
capabilities and capacity. Please refer to Sections 7.11.2 and 7.11.3 of this Prospectus
for details of the process flow of our manufacturing and processing activities.
The third-party sourced products are from domestic and foreign suppliers. We receive
the products at our warehouses where we carry out a visual inspection to record the
grade, specifications, dimension, weight and quantity of the products to ensure the
goods received are equivalent to the delivery order from the supplier. The products
received are then entered into our ERP system.
In some situations, we may need to cut the products to the desired length to meet
customers’ purchase orders as our purchases are commonly in standard dimensions.
• Delivery
When it is time to make deliveries, our ERP will generate a picking order where the
desired products are inspected, weight and packed. Subsequently, a delivery summary
order is generated from our ERP system for the outgoing products.
We use in-house and external logistics services for our sales in Malaysia, and external
logistics services for export sales. The prices that we quote our customers are inclusive
of delivery charges. Upon receipt of goods, the customer is required to sign and stamp
the delivery order as proof of delivery. The signed delivery order is returned to us for
documentation and record-keeping.
• Billing and payment
Our accounts department will then prepare the sales invoice matched against the
signed and stamped delivery order, and subsequently send the sales invoice out to the
customer. The accounts department will record all payments received in our computer
system, as well as keep relevant documents for documentation and record-keeping
purposes.
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7.11.2 Manufacturing of stainless steel pipes
We manufacture different stainless steel grades, shapes and dimensions of stainless steel welded
pipes. Our manufacturing process flow is as follows:
• Input material
Our input material is mother coils, which are long sheets of stainless steel rolled around
a core. Mother coils come in various thicknesses, widths and stainless steel grades.
Depending on the size of the pipes that we wish to manufacture, the appropriate width
mother coil is selected for slitting to reduce off-cuts. Off-cuts are sold as scrap.
We purchase mother coils domestically as well as directly from foreign suppliers. Some
of our domestically sourced mother coils are also from foreign countries.
• Slitting
The mother coils are first slitted into baby coils, based on the required size (outside
diameter) of the pipes to be manufactured. The baby coils are loaded to the decoiler to
unwind the coils for the pipe forming processes.
Slitting of mother coil Decoiling the baby coil
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• Pipe forming and welding
The strips are fed Forming process for a tubular section

through our pipe
forming machine which
includes a series of
forming and sizing
rollers, which then form
the pipes into the
required size before it is
automatically welded in
the same line, forming a
tubular section.
The tubular section is

welded through the
tungsten inert gas (TIG) process, which is a welding process that welds the seams or
edges using a non-consumable tungsten electrode and an inert gas in the welding arc
to create high-quality welds.
Welding using TIG process Water-cooling process
The welded pipes then go through a water-cooling process to cool the pipe before the
grinding process to grind off the weld bead along the pipe for a smooth surface. The
weld bead is a metal deposit left behind on the welded seam as part of the welding
process.
Next, the welded pipes are put through Cutting process

our in-line straightening machine with a
set of rollers to straighten the pipe.
The welded pipes are then cut into

specified lengths through our in-line
auto-cutting machine. All cut pipes are
placed in a collection tray for visual
inspection before they are sent for
polishing. Defective pipes would either
be sent for rework, such as grinding
and deburring to remove any raised or
ragged edges. If a pipe cannot be
reworked it is sold as scrap.
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• Surface polishing
Surface polishing involves polishing the pipes with specified fine abrasive materials to
remove grinding marks, fine pits and surface imperfections to obtain the desired
polished finishing effect. We polish stainless steel pipes to ground, brush, dull, satin,
bright polish or mirror finish. Polishing also improves corrosion resistance.
Some examples of our polished stainless steel pipes
Left: 180 grit (ground finish); Middle: 320 grit (dull finish); Right: 600 grit (bright polish)
Inspections of the finished products are carried out after the polishing process.
• Storage, delivery, billing and payment
After the inspection of the finished products, they are then packed for storage. Some
of them are delivered to our customers or our branches in Malaysia and Singapore,
and the remaining are kept as stock in our main warehouse in Balakong, Selangor.
A final inspection would be conducted before manufactured stainless steel pipes are
delivered to customers to ensure the packaging is done properly, and invoices are sent
out to customers accordingly.
7.11.3 Processing of stainless steel products
We also process purchased stainless steel bars, plates and sheets to the desired specifications
for our customers.
The process flow of our processing of stainless steel products is as follows:
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The processing of stainless steel products begins with input materials in the form of bars, plates
and sheets sourced from local and overseas. Upon request from customers, we will process
the stainless steel products according to the customers’ specifications and dimensions. Our in-
house processing capabilities include:
Products Processing carried out

 Slitting to the desired width
Bars (flat)
 Polishing to the desired surface finish, i.e., hairline finish (240 grit)
 Polishing to the desired surface finish, i.e., satin and hairline finish (320 and
Plates and sheets 240 grit)
 Perforating to cut one or more holes of specific size, shape and pattern
We use our in-house capability to slit stainless steel bars and polish plates and sheets. We
outsource the perforation of plates and sheets to third-party service providers.
Inspections of the stainless Some examples of our processed stainless steel products
steel products are carried out
after processing. After the
inspection, the stainless steel
products are then packed for
delivery to customers. A final
inspection would be
conducted before delivery to
ensure the packaging is done
properly, and the sales invoice
would be sent out to the
customers accordingly.
Left: Polished plate; Right: Perforated sheet
7.12 RESEARCH AND DEVELOPMENT
For the past three financial years and up to the LPD, we have not undertaken any research and
development activity as it is not relevant to our business.
7.13 TECHNOLOGY USED
We do not use any specialised technology for our trading, manufacturing of stainless steel pipes
and polishing of stainless steel products business activities.
7.14 SEASONALITY
During the Financial Years Under Review and up to the LPD, we did not experience any material
seasonality in our business.
7.15 MATERIAL INTERRUPTIONS TO OUR BUSINESS
We did not experience any material interruptions to our business during the past 12 months up
to the LPD, except for those related to COVID-19 which occurred during the Financial Years
Under Review as disclosed below.
7.15.1 Effects of COVID-19 on our business operations in Malaysia
The World Health Organisation declared COVID-19 a pandemic on 11 March 2020.

Commencing from 18 March 2020, the Government of Malaysia implemented measures to
reduce COVID-19 transmission in the country, which included, among others, controls on the
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movement of people within Malaysia, controls on international travel, and restrictions on

business, government, educational, cultural, recreational and other activities.
The first phase of the Movement Control Order (“MCO”) was implemented from 18 March 2020
to 3 May 2020, and the control measures implemented included, among others, the closure of
all businesses except for those classified as essential services or that have received written
approval to operate from the MITI.
We closed our operational facilities on 18 March 2020 pursuant to the first MCO. Our staff who
performed executive, administrative and sales and marketing functions worked from home,
whenever possible, while our trading operations at our warehouses and stainless steel
manufacturing activities at our main operational facility were temporarily halted. We resumed
operations on 16 April 2020 following the relevant SOP and guidelines pursuant to the written
acknowledgement from MITI dated 16 April 2020.
From 18 March 2020 to June 2021, the MCO was implemented in various phases in Malaysia,
including CMCO, RMCO, FMCO and EMCO where restrictions were relaxed or tightened for
specific states, districts and/or locations, based on the number of daily and active COVID-19
cases in the respective areas. On 15 June 2021, the Government of Malaysia announced the
NRP, a phased exit strategy from the COVID-19 pandemic consisting of four phases where
restrictions were gradually eased in each phase.
Subsequently, on 1 April 2022, the Government of Malaysia announced that Malaysia was in
the “Transition to Endemic” phase where all economic sectors are allowed to operate, and
interstate and international travel are allowed, subject to adherence to the relevant SOP and
guidelines.
During the various phases of the MCO including CMCO, RMCO, FMCO, EMCO, and NRP, and
the “Transition to Endemic” phase, we continued to operate according to the specified
guidelines and SOP, including specified workforce capacity during the respective periods.
7.15.2 Effects of COVID-19 on our business operations in Singapore
To control the spread of COVID-19, the government of Singapore imposed strict circuit breaker
lockdown measures from 7 April 2020 to 1 June 2020, which included the closure of non-
essential workplaces, places of worship and entertainment venues, reduced crowd density in
retail outlets, and restrictions on gatherings. These measures were subsequently gradually
lifted as conditions permitted.
TSA Singapore’s operations were classified under the essential sector, and consequently, we
were allowed to continue our business operations during the circuit breaker lockdown period.
Our executive, sales and marketing and administrative staff in Singapore worked from home,
where possible, and there was minimal disruption to these functions. Our warehouse personnel
continued to work at our Singapore branch while following the relevant guidelines and SOP,
and there were minimal disruptions to our trading business in Singapore. Our Singapore
operations were operating at reduced workforce capacity of 50% between 10 April 2020 and 5
May 2020.
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7.15.3 Effects on our supply chain
We manage our supply chain to ensure that we will have sufficient stocks of input materials to
meet our manufacturing and processing schedules, as well as sufficient finished products for
our trading operation to fulfil our delivery obligations as per our purchase orders.
From 18 March 2020 up to the LPD, we did not face any material disruptions to our supply chain
that were related to COVID-19 due to our inventory forecasting and planning. In addition, our
inventory levels were sufficient for normal trading, manufacturing and processing operations
and able to meet all customers’ orders without undue delays. As at the LPD, we have not
experienced any material disruptions in fulfilling our orders.
7.15.4 Effects on our business operations and financial performance
In FYE 2020, our business operations were affected by, among others, measures taken to
control the spread of COVID-19 pandemic, mainly contributed by the temporary closure of our
operational facilities in Malaysia between 18 March 2020 and 16 April 2020 pursuant to the first
MCO. In addition, TSA Singapore continued to operate during the circuit breaker lockdown
period (from 7 April 2020 to 1 June 2020) as it was classified under the essential sector.
Generally, the COVID-19 pandemic did not materially affect our total revenue in FYE 2021 or
FYE 2022 and this was supported by the fact that our total revenue for FYE 2021 increased by
29.0% compared to FYE 2020, while our total revenue for FYE 2022 increased by 18.0%
compared to FYE 2021.
7.16 MARKETING ACTIVITIES
Our marketing positioning and activities to address business opportunities, retain existing
customers and secure new customers are focused on the following:
Market positioning
- Position our Group as a supplier of stainless steel rolled products such as plates, bars and
coils, and finished products such as pipes of various profiles and stainless steel grades.
These are complemented by other metal products such as copper, aluminium, brass and
bronze to provide convenience to our customers.
- Position our Group’s manufactured stainless steel pipes as products of choice through our
“TSS” brand.
- Position our Group as a manufacturer of stainless steel pipes covering a range of

common sizes, stainless steel grades and profiles. With in-house manufacturing
capabilities, we can customise our manufactured pipes to meet specific customer
requirements.
- Position our Group to be able to promptly delivered products to our customers’

destinations based on our warehouses in Selangor, Penang, Perak, Negeri Sembilan,
Johor, Sabah, Sarawak and Singapore. We offer shorter lead times for commonly ordered
products to customers located close to our warehouses.
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Marketing activities
- Maintain good working relationships with customers by providing a high level of customer
service and ensuring that their orders are fulfilled promptly and accurately to meet their
expectations.
- Proactively contact and conduct sales meetings with prospective customers to understand
their requirements and to secure sales.
- Follow-up on customer referrals provided by existing customers, suppliers and other

contacts.
As at the LPD, our sales and marketing team is headed by our Executive Director, Ng Kim Liang,
and we have a total of 76 dedicated sales personnel who are responsible for our Group’s sales
and marketing activities. Our sales personnel are based at our main operational facility and
branches in Malaysia and Singapore to market our products and serve our customers in their
respective areas:
Number of Sales
Location Main Market Coverage Areas Personnel as at the LPD
Main operational facility in Selangor, Kuala Lumpur and east coast of
36
Balakong, Selangor Peninsular Malaysia, and other countries
Penang branch Penang, Kedah and Perlis 8
Ipoh branch Perak 6
Seremban branch Negeri Sembilan, Melaka 5
Johor Bahru branch Johor 8
Kota Kinabalu branch Sabah 3
Miri branch Sarawak 5
Singapore branch Singapore and other countries 5
During the Financial Years Under Review and up to the LPD, we have not participated in any local
or overseas exhibitions, conferences or other networking and marketing events.
7.17 MAJOR CUSTOMERS
7.17.1 Top 5 Customers for FYE 2020
Our top 5 customers for FYE 2020 are listed in the following table:
Proportion of Length of
Group Business
Amount Revenue Relationship(1)
Customer Country Main Types of Services (RM’000) (%) (No. of Years)
1 Customer A (2) Thailand Stainless steel pipes 19,747 8.4 4
2 Customer B (3) Malaysia Stainless steel products 2,637 1.1 9
3 Karnaphuli Shoes Ind. Bangladesh Stainless steel, other 2,380 1.0 2

Ltd. metal products, and
hardware
128
Group Business
Amount Revenue Relationship(1)
Customer Country Main Types of Services (RM’000) (%) (No. of Years)
4 Youngone Garment Bangladesh Stainless steel, other 2,040 0.9 2
Accessories Ind. Ltd metal products, and
hardware
5 Viginee Traders Sri Lanka Stainless steel pipes 2,005 0.9 8
Sub-total Top 5 28,809 12.3
Total Revenue 234,628

Notes:
(1) Length of the relationship as at the FYE 2020.
(2) Customer A is a private company involved in importing and sale of stainless steel and polyester with operations in
Thailand. Customer A has not granted its consent for disclosure of its identity in this Prospectus.
(3) Customer B is involved in design, development or manufacture of assembly of various electronic equipment and
accessories, and related products and services with operations in Penang, Malaysia. Customer B is a subsidiary of a holding
company with headquarters in Arizona, United States and it is listed on the New York Stock Exchange. Customer B has not
granted its consent for disclosure of its identity in this Prospectus.
Group Business
Main Types of Amount Revenue Relationship(1)
Customer Country Products and Services (RM’000) (%) (No. of Years)
1 Customer A(2) Thailand Stainless steel pipes 17,830 5.9 5
2 Customer B(3) Malaysia Stainless steel products 6,995 2.3 10
3 Customer C(4) Malaysia Stainless steel products 3,094 1.0 12
4 Customer D(5) Thailand Stainless steel pipes 2,810 0.9 1

hardware
Total Top 5 33,342 11.0
Notes:
(2) Customer A is a private company involved in importing and sale of stainless steel and polyester with operations in
Thailand. Customer A has not granted its consent for disclosure of its identity in this Prospectus.
accessories, and related products and services with operations in Penang, Malaysia. Customer B is a subsidiary of a holding
company with headquarters in Arizona, United States and it is listed on the New York Stock Exchange. Customer B has not
(4) Customer C is a manufacturer of ventilation and air conditioning components with operations in Negeri Sembilan,
Malaysia. Customer C is a subsidiary of a private German based company with headquarters in Germany. Customer C has
not granted its consent for disclosure of its identity in this Prospectus.
(5) Customer D is a private company involved in hardware wholesaling with operations in Thailand. Customer D has not
129
Group Business
Main Types of Products Amount Revenue Relationship*
Customer Country and Services (RM’000) (%) (No. of Years)
1 Customer A(2) Thailand Stainless steel pipes 8,241 2.3 6
2 Customer B(3) Malaysia Stainless steel products 6,400 1.8 11

hardware
4 Customer E(4) Malaysia Stainless steel products 2,436 0.7 16
5 Customer F(5) Malaysia Stainless steel products 2,346 0.7 17
Total Top 5 22,309 6.3

Notes:
(2) Customer A is a private company which is involved in importing and sale of stainless steel and polyester with operations
in Thailand. Customer A has not granted its consent for disclosure of its identity in this Prospectus.
accessories, and related products and services with operations in in Penang, Malaysia. Customer B is a subsidiary of a
holding company with headquarters in Arizona, United States and is listed on the New York Stock Exchange. Customer B
has not granted its consent for disclosure of its identity in this Prospectus.
(4) Customer E is a contractor for tiling and maintenance, and trading in construction materials, and is a private company
that operates in Malaysia. Customer E has not granted its consent for disclosure of its identity in this Prospectus.
(5) Customer F is a private company which is involved in the supply and servicing of electro mechanical parts for power
generation plants and their auxiliaries, and the manufacturing/assembling of high voltage electrical switchgear equipment
and their related products with operations in Malaysia. Customer F has not granted its consent for disclosure of its identity in
this Prospectus.
Dependency on Customers
We are not dependent on any individual customer during the Financial Years Under Review as
revenue contribution from our largest customer for each year accounted for less than 10.0% of
the corresponding year’s total revenue. Customer A, our largest customer for each of the
Financial Years Under Review, accounted for 8.4%, 5.9% and 2.3% of our total revenue,
respectively for the FYE 2020, FYE 2021 and FYE 2022.
7.18 TYPES AND SOURCES OF INPUT MATERIALS, PRODUCTS AND SERVICES
The following are the main types of materials and services that we purchased for our business
activities during the Financial Years Under Review:
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Purchases of Input Materials, Products and Services
FYE 2020 FYE 2021 FYE 2022

Proportion of Proportion of Proportion of
Value of Total Value of Total Value of Total
Purchases Purchases (1) Purchases Purchases (1) Purchases Purchases (1)
(RM’000) (%) (RM’000) (%) (RM’000) (%)
MALAYSIA OPERATIONS 146,399 89.4 188,570 86.7 224,572 85.8
Input Materials and Products 145,168 88.6 187,008 86.0 221,641 84.7
Stainless steel products (2) 120,517 73.6 159,286 73.3 186,615 71.3
Copper products (3) 10,600 6.5 14,083 6.5 19,449 7.4
Aluminium products (4) 3,506 2.1 5,530 2.5 7,000 2.7
Brass products (5) 2,108 1.3 2,357 1.1 2,678 1.0
Other metal products (6) 2,751 1.7 3,079 1.4 3,485 1.4
Sub-Contracted Services 1,231 0.8 1,562 0.7 2,931 1.1
Sub-contracted services (8) 1,231 0.8 1,562 0.7 2,931 1.1
SINGAPORE OPERATIONS 17,374 10.6 28,856 13.3 37,269 14.2
Input Materials and Products 17,338 10.6 28,746 13.2 37,040 14.1
Stainless steel products (2) 16,043 9.8 25,714 11.8 32,850 12.5
Copper products (3) 738 0.5 2,014 0.9 2,231 0.8
Aluminium products (4) 15 # 53 # 1,189 0.5
Brass products (5) 2 # - - - -
Other metal products (6) - - 17 # 1 #
Hardware and others (7) 540 0.3 948 0.5 769 0.3
Sub-Contracted Services 36 # 110 0.1 229 0.1
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FYE 2020 FYE 2021 FYE 2022

Proportion of Proportion of Proportion of
Value of Total Value of Total Value of Total
Purchases Purchases (1) Purchases Purchases (1) Purchases Purchases (1)
(RM’000) (%) (RM’000) (%) (RM’000) (%)
Sub-contracted services (8) 36 # 110 0.1 229 0.1
TOTAL 163,773 100.0 217,426 100.0 261,841 100.0

# Less than 0.1%.
Notes:
(1) As a percentage of total Group purchases of input materials, products and services.
(2) Stainless steel products include coils, plates, scheduled pipes, U-channels, angles and square, flat, round and hexagonal bars, chequered and perforated plates, pipe fittings and
flanges.
(3) Copper products include copper plates, pipes, tube coils, and square, flat and round bars, as well as chromium copper square, flat and round bars.
(4) Aluminium products include plates, pipes, chequered plates and square, flat, round and angle bars.
(5) Brass products include brass plates, pipes, shim, and square, flat, round and hexagon bars.
(6) Other metal products include bronze, lead and carbon steel products.
(7) Hardware and others include, among others, expanded metal, engineered plastics, household and industrial cleaning chemicals, ironmongeries, busbar components and
(8) Sub-contracted services include bending, cutting, polishing, shearing, perforation and tin plating of metal.
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Overall, purchases of input materials and products for our Group's trading, manufacturing and
processing business activities (including our Malaysia and Singapore operations) accounted for
99.2%, 99.2% and 98.8% of our total purchases of input materials, products and services for
FYE 2020, FYE 2021 and FYE 2022 respectively. The remaining 0.8%, 0.8% and 1.2% of our total
purchases were for services.
Purchases of input materials, products and services by our Malaysia operations accounted for
89.4%, 86.7% and 85.8% of our total Group purchases for the FYE 2020, FYE 2021 and FYE
2022 respectively. Meanwhile, purchases by our Singapore operations accounted for the remaining
10.6%, 13.3% and 14.2% of our total Group purchases, respectively.
In addition, the overall purchases of input materials, products and services from suppliers in
Malaysia accounted for 12.2%, 7.6% and 2.9% of our total purchases of input materials,
products and services. Meanwhile, our total purchases from suppliers in foreign countries
(including Singapore) accounted for 87.8%, 92.4% and 97.1% of our total purchases of input
materials, products and services for the FYE 2020, FYE 2021 and FYE 2022, respectively.
Our Group’s main purchases during the Financial Years Under Review comprised stainless
steel products, which accounted for 83.4%, 85.1% and 83.8% of our total purchases of input
materials, products and services for FYE 2020, FYE 2021 and FYE 2022 respectively. Most of the
stainless steel products that we purchased are from suppliers in foreign countries as Malaysia and
Singapore are not a primary producer of stainless steel.
Of the total purchases of stainless steel products, purchases from suppliers from foreign countries
accounted for 91.2%, 95.4% and 99.9% of our purchases of stainless steel by value for the FYE
2020, FYE 2021 and FYE 2022 respectively. The remaining 8.8%, 4.6% and 0.1% were sourced
from suppliers in Malaysia. The types of stainless steel products that we purchased for our trading
business included coils, plates, scheduled pipes, U-channels, angles and square, flat, round and
hexagonal bars, chequered and perforated plates, and pipe fittings and flanges. We purchased
these stainless steel products in a range of different dimensions, and grades including stainless
steel grades 304, 316, 316L and 439. This ensured that we can meet a wide range of customer
requirements for stainless steel products.
In addition, we purchased stainless steel coils as input materials for our in-house manufacturing of
stainless steel pipes, whereby we purchased coils in stainless steel grades 304, 316L and 439. We
also purchased stainless steel bars, plates and sheets as input materials for our processing
business activity.
We purchased copper, aluminium and brass products for our trading operations and this is as
follows:
- Purchases of copper products accounted for 7.0%, 7.4% and 8.2% of our total
purchases of input materials, products and services for the FYE 2020, FYE 2021 and
FYE 2022 respectively. We mainly source our copper products from suppliers from
foreign countries which accounted for 94.7%, 93.4% and 98.7% of our purchases of
copper products for the FYE 2020, FYE 2021 and FYE 2022 respectively. We
purchased copper plates, pipes, tube coils, and square, flat and round bars, as well as
chromium copper square, flat and round bars, in a range of dimensions.
- Aluminium products accounted for 2.1%, 2.5% and 3.2% of our total purchases of input
materials, products and services for the FYE 2020, FYE 2021 and FYE 2022
respectively. We mainly sourced aluminium products from suppliers in foreign countries
during the Financial Years Under Review, which accounted for 97.9%, 100.0% and
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99.8% of our purchases of aluminium products for the FYE 2020, FYE 2021 and FYE
2022 respectively. The types of aluminium products we purchased include plates, pipes,
chequered plates and square, flat, round and angle bars in a range of dimensions.
- Brass products accounted for 1.3%, 1.1% and 1.0% of our total purchases of input
materials, products and services for the FYE 2020, FYE 2021 and FYE 2022
respectively, and were mainly suppliers from foreign countries which accounted for
79.2%, 83.8% and 64.2% of our purchases of brass products for the FYE 2020, FYE
2021 and FYE 2022 respectively. The remaining 20.8%, 16.2% and 35.8% of our brass
products were sourced from suppliers in Malaysia. We purchased brass plates, pipes,
shim, and square, flat, round and hexagon bars in a range of dimensions.
In addition, we purchased other metal products for our trading business which collectively
accounted for 1.7%, 1.4% and 1.4% of our total purchases of input materials and services
respectively for the FYE 2020, FYE 2021 and FYE 2022 from suppliers in Malaysia and foreign
countries. The other metal products that we purchased included bronze plates, pipes and round
bars, lead sheets, and carbon steel pipes, pipe fittings and flanges.
We also purchased hardware and other products for our trading operations, which collectively
accounted for 3.7%, 1.7% and 1.2% of our total purchases for the FYE 2020, FYE 2021 and
FYE 2022 respectively from suppliers in Malaysia and foreign countries. Hardware and other
products include expanded metal, engineered plastics, household and industrial cleaning
Our Malaysia operations engaged subcontracted services from suppliers in Malaysia, and our
Singapore operations engaged subcontracted services mainly from suppliers in Singapore. The
subcontracted services that we engaged during the Financial Years Under Review include
bending, cutting, shearing, tin plating, polishing and perforation services, and these
subcontracted services accounted for 0.8%, 0.8% and 1.2% of our total purchases for the FYE
Thus far, we have not experienced any significant shortages in sourcing our input materials,
products and services. The prices of our key material which is stainless steel is a commodity
and are therefore subject to price fluctuations as a result of demand and supply conditions. For
further details on the risks of fluctuations in the prices stainless steel, please refer to Section 9
of this Prospectus.
134
7.19 MAJOR SUPPLIERS
7.19.1 Top 5 Suppliers for FYE 2020
Our top 5 suppliers for FYE 2020 are listed in the following table:
Proportion Approximate
Main Types of of Group Length of
Products Amount Purchases Relationship(1)
Supplier Country Purchased (RM’000) (%) (No. of Years)
1 Eternal Tsingshan Group Hong Kong Stainless steel 35,693 21.8 2

Limited products
2 Yieh United Steel Taiwan Stainless steel 22,116 13.5 10

Corporation products
3 Bahru Stainless Sdn Bhd Malaysia Stainless steel 11,643 7.1 7

plates and coils
4 Well Famous International Taiwan Stainless steel 8,464 5.2 5

Co., Ltd products
5 Supplier A(2) China Stainless steel 8,210 5.0 1

products
Sub-total 86,126 52.6
Group Purchases 163,773
Notes:
(1) Length of the relationship as of the FYE 2020.
(2) Supplier A is a private company involved in trading activities with operations in China. Supplier A has not granted
its consent for disclosure of its identity in this Prospectus.

Co., Ltd products
2 Eternal Tsingshan Group Hong Kong Stainless steel 34,495 15.9 3

Limited products
3 Yieh United Steel Taiwan Stainless steel 32,106 14.8 11

Corporation products
4 Viraj Profiles Ltd India Stainless steel 11,468 5.3 9

products
5 Hua Hong Copper (Hong Hong Kong Copper products 9,762 4.5 9
Kong) Limited
135
Sub-total 125,065 57.6
Group purchases 217,426
Note:
(1) Length of the relationship as of the FYE 2021

Co., Ltd products
2 Eternal Tsingshan Group Hong Stainless steel 32,436 12.4 4

Limited Kong products
3 Golden Harbour International Singapore Stainless steel 30,293 11.6 1

Pte Ltd (2) products
4 Yieh United Steel Corporation Taiwan Stainless steel 22,816 8.7 12

products
5 Hua Hong Copper (Hong Hong Copper 12,758 4.9 10

Kong) Limited Kong products
Sub-total 133,230 50.9
Group purchases 261,841
Notes:
(1) Length of the relationship as at the FYE 2022
(2) Golden Harbour International Pte Ltd is an authorised agent of Eternal Tsingshan Group Limited
Dependency on Suppliers
The suppliers that accounted for more than 10.0% of our total purchases for any individual year
during the Financial Years Under Review are as follows:
- Well Famous International Co., Ltd from Taiwan, a supplier of stainless steel products,
accounted for 17.1% and 13.3% of our total purchases for FYE 2021 and FYE 2022
respectively, and was our largest supplier for both years.
- Eternal Tsingshan Group Limited from Hong Kong supplies stainless steel products to
us and accounted for 21.8%, 15.9% and 12.4% of our total purchases for the FYE 2020,
FYE 2021 and FYE 2022 respectively. They were our largest supplier for the FYE 2020
and the second largest for the FYE 2021 and FYE 2022.
136
- Yieh United Steel Corporation from Taiwan, a supplier of stainless steel products,
accounted for 13.5%, 14.8% and 8.7% of our total purchases for FYE 2020, FYE 2021
and FYE 2022 respectively. They were our second largest supplier for FYE 2020, third
largest for FYE 2021 and fourth largest for FYE 2022.
Notwithstanding the percentage contribution or purchase value, we are not dependent on Well
Famous International Co., Ltd, Eternal Tsingshan Group Limited or Yieh United Steel
Corporation for the supply of stainless steel products as the types of stainless steel products
that we purchase are available from other suppliers. Should the need arise, we can source
similar stainless steel products from alternative suppliers. During the Financial Years Under
Review, we purchased similar types of stainless steel products from approximately 18 other
suppliers (excluding the three suppliers listed above).
7.20 EMPLOYEES
7.20.1 Permanent employees
The number of permanent employees in our Group as at FYE 2022 and the LPD is as follows:
(a) Category
Category As at FYE 2022 As at the LPD

Directors and key senior 8 8
management
Finance, human resources and 24 26
administration
Logistics 68 69
Production 24 22
Sales and marketing 113 112
Procurement 4 4
Total 241 241
(b) Geographical Location
No. of employees
Geographical
As at FYE 2022 As at the LPD
location
Local Foreign(1) Total Local Foreign(1) Total
Malaysia 235 - 235 235 - 235
Singapore 6 - 6 6 - 6
Total 241 - 241 241 - 241
Note:
(1) Foreign national who is not a citizen or national of a particular country.
137
7.20.2 Contractual employees
The number of contractual employees in our Group as at FYE 2022 and the LPD, which consists
of local employees who have attained the minimum retirement age of 60 and foreign employees,
is as follows:
No. of employees
Category As at FYE 2022 As at the LPD
Local Foreign(1) Local Foreign(1)
Logistics 2 38 3 38
Production 2 99 2 98
Sales and 2 3 2 3
marketing
Finance, human 1 5 1 4
resources and
administration
Total 152 151
Note:
(1) Foreign national who is not a citizen or national of a particular country.
As at the LPD, none of our employees are members of any union nor have there been any
major industrial disputes in the past. All our foreign employees working in Malaysia and
Singapore have valid working permits and we have not been and are not in breach of any
immigration laws.
138
7.21 BUSINESS STRATEGIES AND PLANS
Our business strategies and plans to grow our business are focused on establishing a stainless
steel cold rolling line, as summarised in the following diagram:
We intend to implement the above business strategies and plans between 2023 and 2025, as
further detailed in the sections below.
7.21.1 Establish a manufacturing premises (Semenyih Manufacturing Premises)
We plan to establish a manufacturing premises for stainless steel cold rolling located on a piece of
leasehold land that was purchased by our subsidiary, TSA Industries at PT 1125, HS(D) 37423,
Mukim Hulu Semenyih in Semenyih, Selangor. TSA Industries completed the acquisition of this
land on 7 October 2022. The lease tenure will expire on 7 August 2093, and the land measures
approximately 435,615 sq. ft. in size. The manufacturing premises that TSA Industries plan to
construct on the vacant land will include the following:
Type of Space Approximate built-up area (sq. ft.)
Office 31,000
Production area (1) 196,077
2 blocks of workers’ hostels (2) 20,430
TOTAL 247,507
Notes:
(1) The stainless steel cold rolling line will be installed at the production area.
(2) Comprises one block for managerial and technical employees with total accommodation
capacity of 16 persons, and one block for general workers with total accommodation capacity
of 66 persons.
139
A rendering of Semenyih Manufacturing Premises and workers’ hostel
7.21.2 Establish a stainless steel cold rolling line
As part of our business strategy, TSA Industries plan to establish a stainless steel cold rolling line
at the Semenyih Manufacturing Premises upon the completion of construction of the premises.
We intend to commence producing cold rolled stainless steel coils, which is a new business to us,
with this line. The line that we plan to set up will have the capacity of producing 4,000 tonnes of
cold rolled stainless steel coils per month.
We are currently purchasing cold-rolled stainless steel coils for our business operations from third-
party suppliers. With the establishment of the stainless steel cold rolling line, we intend to use the
cold rolled stainless steel coils that we produce in-house for our trading business, as well as input
materials for our pipe manufacturing and processing business activities. The anticipated benefits
of producing these types of cold-rolled stainless steel coils include the following:
- We will have more control over the quality, timing and availability of cold rolled stainless
steel coils, which we currently purchase from third-party suppliers;
- Reduce our reliance on third-party suppliers;
- Cost savings from cold rolling stainless steel coils in-house; and
- Increase our ability to manage our inventory levels.
Generally, we will purchase hot-rolled stainless steel coils as the input coils to further process, by
cold rolling into thinner gauge coils. Cold rolling is the process of passing input stainless steel coils
through a series of rollers of progressively decreasing thickness until the desired thickness is
achieved. In cold rolling, the coils are not heated up before rolling. Cold rolling can produce
stainless steel coils with closer dimensional tolerances, increased hardness and strength, and a
wider range of surface finishing compared to hot rolling. After cold rolling, the stainless steel coil
may be heat treated in an annealing furnace. Annealing is a heat treatment process that involves
heating and cooling the cold rolled stainless steel in a controlled manner to achieve required
physical properties, such as stainless steel that is easier to draw, less hard and easier to work with.
In view of the above process, we plan to utilise white hot rolled stainless steel coils as input material
to produce cold-rolled stainless steel coils with thickness ranging from 0.3 mm to 2.75 mm.
We have incorporated a subsidiary, Asia Inox, to undertake the production of cold-rolled stainless
steel coils. Asia Inox will carry out the following:
- Installation and commissioning of the stainless steel cold rolling line at the Semenyih
Manufacturing Premises;
- Engage technical personnel with the requisite experience and expertise to setup and
operate the stainless steel cold rolling line to produce cold-rolled stainless steel coils;
- Enter into a lease agreement with TSA Industries to utilise the Semenyih Manufacturing
Premises as mentioned in 7.21 above upon terms and conditions to be agreed;
- Produce cold-rolled stainless steel coils; and
- Distribute and sell cold-rolled stainless steel coils to our Group as well as external
customers in Malaysia and other countries.
140
The total estimated cost to purchase, install, test and commission the stainless steel cold rolling
line, including the annealing furnace, is estimated at RM[●] million. We propose to finance this
stainless steel cold rolling line through internally generated funds and bank borrowings.
7.21.3 Indicative timeline and estimated costs
We have placed an order for one reconditioned stainless steel cold rolling line with one annealing
furnace in the fourth quarter of 2021. As at the LPD, we have paid part of the reconditioned cold-
rolling line and some of the machinery and equipment are already in our possession held in storage
in Selangor, Malaysia. As at the LPD, we have also submitted plans for the construction of the
Semenyih Manufacturing Premises to authorities, and have engaged consultants to design the
said premises.
The indicative timeline for establishing the Semenyih Manufacturing Premises and stainless steel
cold rolling line is as follows, subject to the approvals obtained from the relevant authorities by end
of June 2023:
Indicative Timeline Milestones

 Engage main contractor to construct the Semenyih Manufacturing Premises.
Third quarter 2023
 Commence construction works for the said premises.
 Complete construction of the Semenyih Manufacturing Premises.
First quarter 2025
 Commence setting up for the stainless steel cold rolling line.
Fourth quarter 2025  Commissioning of the stainless steel cold rolling line.
The total estimated cost of establishing the Semenyih Manufacturing Premises and stainless steel
cold rolling line is RM[●] million, segmented as follows:
Source of funds
Internally generated
Total estimated funds/ Bank borrowings IPO Proceeds
cost (RM mil) (RM mil) (RM mil)
Semenyih Manufacturing
Premises
Cost of land (already
13.1 13.1 -
purchased) (1)
Construction of the
[●] [●] [●]
premises (2)
Stainless steel cold rolling
line
Purchase, install, test and
commission one stainless [●] [●] -
steel cold rolling line (3)
Other expenses (4) [●] [●] -
TOTAL [●] [●] [●]

Note:
(1) The acquisition of the land of RM13.1 million has been completed on 7 October 2022.
(2) Including construction of building, cabling and substation.
(3) Including overhead cranes and forklifts, weigh bridge and compressors.
(4) Include construction and installation contingencies.
141
7.22 MAJOR APPROVALS, LICENCES AND PERMITS OBTAINED
Details of major approvals, licences and permits obtained by our Group as at the LPD are set out below:
Licence No. / Effective

Description of Reference Issuer / date / Expiry Status of
No. Company approval / licence / permit No. Authority date Major conditions compliance
1. TSA Manufacturing licence for Licence No.: MITI 3 July 2020/ - (a) TSA Industries shall Noted
Industries stainless steel pipes and hollow A022459 notify MITI and MIDA in
sections(1)(2) the event of any
Serial No.: disposal of shares in
Address: Lot 3998, Jalan 6/2A, A037999 TSA Industries.
Taman Industri Selesa Jaya,
43300 Balakong, Selangor (b) TSA Industries shall Complied
train Malaysian citizens
so that the transfer of
technology and
expertise can be
channelled to all levels
of designations.
(c) TSA Industries shall Complied

comply with the Capital
Investment Per
Employee (CIPE)
condition of at least
RM140,000.
(d) The total full-time Not

employees of TSA complied(3)
Industries must consist
of at least 80%
Malaysian citizens. The
employment of foreign
workers including
outsourced workers is
142

subject to current
policies.
(e) TSA Industries shall Noted

submit information in
relation to the
performance of
investment and
implementation of
project under the
Industrial Co-
ordination Act 1975
and Malaysian
Industrial Development
Authority
(Incorporation) Act
1965 when required by
MIDA. Failure to submit
the said information
may result in TSA
Industries:
(i) guilty of an
offence and may
be fined not
more than
RM1,000 or
imprisonment for
not more than 3
months or both
and may be
fined further not
more than
RM500 for
143

everyday of
continuing
offence; or
(ii) committing an
offence if it
provides any
false or
misleading
statement or
information and
may be fined not
more than
RM2,000 or
imprisonment of
not more than 6
months or both.
(f) TSA Industries shall Complied

carry out its projects as
approved and in
accordance with the
laws and regulations in
Malaysia.
2. TSA Trade, Business and Industrial MPKJ/CL/6/59 Kajang 1 January (a) The licensing authority Noted
Industries Licence for Lot 3998, Jalan 3/2007 Municipal 2023/ 31 reserves the right to
6/2A, Taman Industri Selesa Council December revoke the approval of
Jaya, 43300 Balakong, 2023 the licence at any time.
Selangor Darul Ehsan.
(b) The licence holder Complied
Description: must comply with all
conditions and
144

(a) non-illuminated billboard restrictions set by the
(TSA Industries Sdn Bhd) licensing authority.
(b) manufacturing / (c) The licence must be Noted

processing metal renewed before it
(aluminium, copper, gold, expires and can be
silver and others) renewed 3 months
before the expiry date.
(c) wholesale (memborong) /
store metal (aluminium, (d) The owner of the Noted
copper, gold, silver and premises shall inform
others) the licensing authority
of any change in
(d) sales / services ownership of any
(aluminium, copper, gold, premises under the
silver and others) control of the licensing
authority.
3. TSA Trade, Business and Industrial MPKJ/CL/6/32 Kajang 27 October (a) The licensing authority Noted
Industries Licence for No. 23, Jalan 6/2A, 8/2014 Municipal 2022 / reserves the right to
Taman Industri Selesa Jaya, Council 26 October revoke the approval of
43300 Balakong, Selangor 2023 the licence at any time.
Darul Ehsan.
(b) The licence holder Complied
Description: Sales / services - must comply with all
metal conditions and
restrictions set by the
licensing authority.
(c) The licence must be Noted

renewed before it
expires and can be
renewed 3 months
before the expiry date.
145

(d) The owner of the Noted

premises shall inform
the licensing authority
of any change in
ownership of any
premises under the
control of the licensing
authority.
4. TSA Business/Advertisement G1/D/2/J2(C)4 Ipoh City 14 March - Not

Industries Licence for PT232041, Jalan 2/31/23 Council 2023 / applicable
Zarib 9, Kawasan Perindustrian G9/D/2/31/202 26 October
Zarib, 31500 Lahat, Perak. 3 2023
Description: Warehouse or
wholesale / storage of goods
5. TSA Business Licence for CL 715035 Kota 9 November - Not

Industries 015028430, Building No. 125G, Kinabalu City 2022/ applicable
Block E1, Jalan Tuaran By- Hall 31 December
Pass, 88450 Kota Kinabalu, 2023
Sabah.
Description: Supply of
hardware and stainless steel
material
6. TSA Businesses, Professions and 1113145 Sarawak 25 April - Not

Industries Trading Licence for Lot 3695A, State 2023/ 18 May applicable
Block 6, KBLD, Permyjaya Government 2024
Technology Park, Bandar Baru
146

Permyjaya, 98000 Miri,
Sarawak.
Description:
(a) Manufacturing; and
(b) Wholesale.
7. TSA Trade, Business and Industrial 020152621220 Seremban 14 November (a) TSA Industries is only Complied
Industries Licence for No. 2, Jalan TJ 1/4, 19 City Council 2022/ allowed to carry out
Kawasan Perindustrian MPN369/3/201 31 December the business as
Tuanku Jaafar, 71450 8/8 2023 specified in the
Seremban, Negeri Sembilan. business licence.
Description: (b) TSA Industries must Complied

(a) Billboard licence; and comply with the safety
and fire prevention
(b) Warehouse. requirements set by
the Fire and Rescue
Department.
(c) All licences issued by Noted

Seremban City
Council are not
transferable except
with the written
consent and approval
of Seremban City
Council. Any change in
address or closure of
business must be
notified immediately to
Seremban City
Council in writing.
147

(d) The licence may be Noted
cancelled, suspended
or revoked by the
Mayor of Seremban
City Council at any
time without giving any
reason.
8. TSA Business/Advertisement PRI/01/202203 Seberang 31 October - Not

Industries Licence for 2410, Jalan 04/6046 Perai City 2022/ 31 applicable
Perusahaan Kawasan Council December
Perusahaan Perai, 13600 2023
Perai, Pulau Pinang.
Description:
(a) warehouse / store to store
goods made of aluminium,
copper, steel, tin and
other iron materials
(storage) - warehouse
(iron);
(b) office (sales / wholesale /

services) - office; and
(c) billboard.
9. TSA Business/Advertisement L2022LI02735 Johor Bahru 13 November - Not

Industries Licence for No. 22 & 24 Jalan City Council 2022/ 31 applicable
Gemilang 7, Taman Billboard Serial December
Perindustrian Cemerlang, No.: 2023
81800 Ulu Tiram, Johor Darul JB/I/2022/05/1
Takzim(4). 00299
148

Description:
(a) supply of metal and iron
goods licence; and
(b) billboard.
10. TSA Product Certification Licence to PC004838 SIRIM QAS 20 December - Not
Industries use the Certification Mark on International 2019/ 20 applicable
welded stainless steel Sdn Bhd December
mechanical tubing as 2023
complying with the ASTM A
554 – 2013 standard
specification.
11. TSA Certification of Standards Registration Construction 1 September (a) The certificate shall be Noted
Industries Compliance (Building No.: Industry 2022/ 31 renewed no later than
Materials) for iron and steel 1200820SL04 Development August 2023 30 days prior to expiry.
products – welded stainless 78 Board
steel mechanical tubing. (“CIDB”) (b) The certificate is not Noted
transferable.
(c) TSA Industries shall Noted

notify CIDB in the event
of termination, transfer
or any change relating
to its operations and
location.
(d) CIDB shall take court Noted

action against any
person who infringes
any provisions of the
Lembaga
Pembangunan Industri
149

Pembinaan Malaysia
Act 1994 (“CIDB Act”)
and upon conviction,
be fined not less than
RM10,000 but not
more than RM500,000.
(e) CIDB shall suspend, Noted

revoke the certificate or
impose a fine of not
more than RM10,000 in
the following
circumstances:
(i) dealing with

expired
certificate;
(ii) falsifying or
modifying the
certificate,
product
certification
(pensijilan
produk), full
testing results
(keputusan
pengujian penuh
or FTTR) or any
related
documents for
the purpose of
certifying the
150

building
materials;
(iii) any non-

conformity with
the building
materials
inspected or
based on the
test results or
both;
(iv) infringing any

CIDB’s directive,
undertaking or
statement of
responsibility
issued; or
(v) dealing with any

building
materials that
are not listed in
the certificate.
12. TSA Carrier ‘A’ Operator’s Licence 280699-W(LA) Land Public 27 July 2020/ The licence must be renewed Noted
Industries for carrying goods for hire or Transport 15 at least 90 days prior to its
reward for or in connection with Agency September expiry.
any trade or business carried 2023
on in Peninsular Malaysia.
151

13. TSA Carrier ‘C’ Operator’s Licence 280699-W(LC) Land Public 16 July 2020/ The licence must be renewed Noted
Industries for carrying its own goods for or Transport 2 September at least 90 days prior to its
in connection with any trade or Agency 2023 expiry.
business carried on in
Peninsular Malaysia.
Notes:
(1) TSA Pipes was operating without a manufacturing licence at Lot 3998 for the period between 2013 and 2016 when the shareholders’ funds of
TSA Pipes for FYE 2014 onwards was RM2.5 million and above and the company was employing more than 75 full-time employees at the
relevant time. TSA Pipes ceased operation and its manufacturing activities and all employees employed under TSA Pipes were transferred and
taken over by TSA Industries effective 1 January 2017.
As at the LPD, we have not been fined or issued with any notice of non-compliance from the relevant authorities in relation to the non-compliance
above. Please refer to Section 9.1.12 of this Prospectus for the consequences of non-compliance with Section 3(1) of the ICA 1975.
(2) TSA Industries started undertaking manufacturing activities at Lot 3998 in 2017. The shareholders’ funds of TSA Industries for FYE 2017 onwards
was RM2.5 million and above, and it had more than 75 full-time paid employees. As such, pursuant to the ICA 1975 and Industrial Co-ordination
Exemption Order 1976, TSA Industries was required to obtain a manufacturing licence to conduct its manufacturing activities. As a result, TSA
Industries was undertaking manufacturing activities without a manufacturing licence at Lot 3998 from 2017 until July 2020, when it obtained the
manufacturing licence (effective from 3 July 2020) for the production of stainless steel pipes and hollow sections.
above which has since been rectified. Please refer to Section 9.1.12 of this Prospectus for the consequences of non-compliance with Section
3(1) of the ICA 1975.
(3) It is a condition under the manufacturing licence that the total full-time employees of TSA Industries must consist of at least 80% Malaysian
citizens (“Malaysian Employee Condition”). As at the LPD, the full-time employees of TSA Industries consist of 373 employees, of which 242
are Malaysian citizens and 131 are foreign nationals. This constitutes approximately 64.9% Malaysian citizens.
152
MITI had, on 23 July 2022, announced that the Government has decided that compliance with the Malaysian Employee Condition imposed on
manufacturing licences will be postponed until 31 December 2024. Notwithstanding this, TSA Industries will continue to undertake efforts to
recruit Malaysian citizens in order to comply with the Malaysian Employee Condition.
(4) TSA Industries was operating from its rented business premises at No. 22 & 24, Jalan Gemilang 7, Taman Perindustrian Cemerlang, 81800 Ulu
Tiram, Johor (“Ulu Tiram Premises”) without a valid business licence from 1 July 2018 until 23 May 2022. TSA Industries had, on 24 May 2022,
obtained the business licence for the Ulu Tiram Premises, which is valid until 31 December 2023.
above which has since been rectified. Please refer to Section 9.1.12 of this Prospectus for the consequences of non-compliance with the Licensing
of Trades, Businesses and Industries (Johor Bahru City Council) By-Laws 2016.
153
7.23 INTELLECTUAL PROPERTY
As at the LPD, save as disclosed below, our Group does not have any other registered patents, trademarks, brand names or intellectual property rights:
Registration no. Issuing Validity

No. Company Trademark / Application no. authority Class / Description of trademark period Status
1. TSA Industries 08016441 Intellectual Class 37 – Advisory services relating to the 18 August Registered
Property repair and maintenance of spare parts and 2008 to 18
Corporation components for motor vehicles; arranging August
of Malaysia for the repair of spare parts and 2028
(“MyIPO”) components for motor vehicles; service
centre for motor vehicle’s spare parts and
components repair; inspection of spare
parts and components for motor vehicles
prior to repair; maintenance and repair of
spare parts and components for motor
vehicles; provision of information relating to
the repair of spare parts and components
for motor vehicles; service stations for the
repair of spare parts and components for
motor vehicles; motor vehicle’s spare parts
and components breakdown repair services
2. TSA Industries 08016442 MyIPO Class 35 – Procurement, sales and 18 August Registered
distribution of all kind of industrial and 2008 to 18
hardware goods; sales distribution of spare August
parts and accessories for vehicle; sales and 2028
distribution of turbo charges; air
compressors, air braking systems,
alternators, starters, distributors and
steering racks
154

3. TSA Industries 08016440 MyIPO Class 37 – Advisory services relating to the 18 August Registered
repair and maintenance of spare parts and 2008 to 18
components for motor vehicles; arranging August
for the repair of spare parts and 2028
components for motor vehicles; service
centre for motor vehicle’s spare parts and
components repair; inspection of spare
parts and components for motor vehicles
prior to repair; maintenance and repair of
spare parts and components for motor
vehicles; provision of information relating to
the repair of spare parts and components
for motor vehicles; service stations for the
repair of spare parts and components for
motor vehicles; motor vehicle’s spare parts
and components breakdown repair services
4. TSA Industries 08016443 MyIPO Class 35 – Procurement, sales and 18 August Registered
distribution of all kind of industrial and 2008 to 18
hardware goods; sales and distribution of August
spare parts and accessories for vehicle; 2028
sales and distribution of turbo charges; air
compressors, air braking systems,
alternators, starters, distributors and
steering racks
5. TSA Industries 07009885 MyIPO Class 6 – Pipes and fittings made out of 28 May Registered
stainless steel; tubes and fittings made out 2007 to 28
of stainless steel; stainless steel ornamental May 2027
tubes and pipes; square tubes, rectangular
tubes; square pipes; rectangular pipes
155

6. TSA Industries 185749 National Class 6 – Pipes and fittings made out of 30 Registered
Intellectual stainless steel; tubes and fittings made out December
Property of stainless steel; stainless steel ornamental 2013 to 30
Office of Sri tubes and pipes; square tubes, rectangular December
Lanka tubes; square pipes; rectangular pipes 2023
156
7.24 PROPERTIES, PLANT AND EQUIPMENT
7.24.1 Properties owned by our Group
A summary of the material land and buildings owned by our Group for our operations as at the LPD is as follows:
Express Land area / Date NBV as at 31

Category of conditions / Built-up area issuance December
Title details / Registered Description / land use / Restriction in Existing (approximate) of CF / 2022
No. Postal address owner Existing use Tenure interest Encumbrances (sq. ft.) CCC (RM’000)
1. Title: Mitra Description: Category of land Express Lien-holder’s Land Area: 3 March 18,780
Geran 47690, Bintang Industrial use: Industrial conditions: caveat by United 218,077 2008 and
Lot 3998, Mukim premises Medium-sized Overseas Bank 15
Kajang, Daerah comprising a Tenure: Industry (Malaysia) Bhd Built-up Area: September
Ulu Langat, single storey Freehold vide Presentation 147,072 2022
Negeri Selangor factory Restriction in No. 45607/2011
annexed with a interest: registered on 5
Postal address: three (3)- Nil September 2011
Lot 3998, Jalan storey office
6/2A, Taman building, single
Industri Selesa storey
Jaya, 43300 warehouse
Balakong, and ancillary
Selangor Darul buildings
Ehsan
Existing use:
Group head
office,
warehouse,
processing of
stainless steel
plates and
157
Express Land area / Date NBV as at 31

Category of conditions / Built-up area issuance December
Title details / Registered Description / land use / Restriction in Existing (approximate) of CF / 2022
No. Postal address owner Existing use Tenure interest Encumbrances (sq. ft.) CCC (RM’000)
manufacturing
of pipes
2. Title: TSA Vacant land(1) Category of land Express Lien-holder’s Land Area: N.A.(1) 13,022
H.S.(D) 37423, Industries use: Industrial condition: caveat by Hong 435,615
PT 1125, Mukim Industrial Leong Bank
Ulu Semenyih, Tenure: Berhad vide
Daerah Ulu 99 years Restriction in Presentation No.
Langat, Negeri expiring on 7 interest: 46069/2022
Selangor August 2093 This land registered on 26
(remaining cannot be September 2022
Postal address: tenure 70 years) transferred or
PT 1125, Jalan charged
Villaraya 1/8, without the
Kawasan consent of the
Perindustrian
State
Villaraya, Mukim
Authority.
Hulu Semenyih,
Daerah Hulu
Langat,
Selangor Darul
Ehsan (1)
Note:
(1) Construction work for the Semenyih Manufacturing Premises is expected to commence in the third quarter of 2023 and is expected to be completed in
the first quarter of 2025. The construction of the Semenyih Manufacturing Premises is part of our business expansion plans to establish a stainless
steel cold rolling line. Please refer to Section 7.21 of this Prospectus for further details on the Semenyih Manufacturing Premises.
7.24.2 Properties rented by our Group
The details of material properties rented by our Group as at the LPD are set out below:
158
Built-up area Date of

Description / Existing (approximate) issuance of Rental per
No. Tenant Landlord Postal address use Tenure (sq. ft.) CF / CCC annum (RM)
1. TSA Wong Yoon No. 23, Jalan 6/2A, Description: 1 January 2022 5,890 10 January 54,000.00
Industries Nyan Taman Industri A one and a half (1½)- to 31 December 1998
Selesa Jaya, 43300 storey corner lot 2023
Balakong, Selangor terraced factory
Darul Ehsan
Existing use:
Sales office and
warehouse
2. TSA RSR PT 232041, Jalan Description: 1 February 12,580 14 December 120,000.00

Industries Machinery Zarib 9, Kawasan A single storey open- 2023 to 28 2012
Sdn Bhd Perindustrian Zarib, sided warehouse February 2025
31500 Lahat, Perak(1) annexed with double
storey office
Existing use:
Sales office and
warehouse
3. TSA JYM No. 22 & 24, Jalan Description: 1 July 2021 to 12,792 14 February 158,400.00
Industries Engineering Gemilang 7, Taman Two (2) adjoining units 30 June 2024 2018
Sdn Bhd Perindustrian of one and a half (1½)-
Cemerlang, 81800 storey semi-detached
Ulu Tiram, Johor(2) factory
Existing use:
Sales office and
warehouse
159

4. TSA Lim Kah Hoe No. 2, Jalan TJ 1/4, Description: 1 October 2021 4,006 23 March 55,200.00
Industries Kawasan A corner unit of one to 30 2015
Perindustrian Tuanku and a half (1½)- storey September
Jaafar, 71450 semi-detached factory 2023
Seremban, Negeri
Sembilan(3) Existing use:
Sales office and
warehouse
5. TSA Tai Hin & Son 2410, Jalan Description: 1 November 5,200 6 October 180,000.00
Industries (PG) Sdn Perusahaan, A single storey 2021 to 31 1993
Bhd Kawasan warehouse annexed October 2024
Perusahaan Perai, with a single storey
13600 Perai, Pulau office building forming
Pinang(4) part of an industrial
complex
Existing use:
Sales office and
warehouse
6. TSA Hotrade Sdn Lot 3695A, Block 6, Description: 1 September 9,849 23 July 2015 90,000.00
Industries Bhd KBLD, Permyjaya Part of a one and a half 2020 to 31
Technology Park, (1½)-storey detached August 2025
Bandar Baru industrial building
Permyjaya, 98000
Miri, Sarawak(5) Existing use:
Sales office and
warehouse
160

7. TSA Fung Nyen CL 015028430, Description: 1 January 2023 4,069 21 January 72,000.00
Industries Sen Building No. 125G, A single storey to 31 December 2021
Block E1, Jalan warehouse with office 2024
Tuaran By-Pass,
88450 Kota Kinabalu, Existing use:
Sabah(6) Sales office and
warehouse
8. TSA Selangor 3411, Lot 32479, Description: 25 August 2020 15,963 N.A.(7) 17,999.14
Industries State Jalan 6/2A, Taman A single storey open to 24 August
Government Industri Selesa Jaya, warehouse 2041
43300 Balakong,
Selangor Existing use:
Storage
9. TSA Paw Leck 23 Senoko Avenue, A portion of the factory 1 April 2023 to 6,314 6 June 2016 SGD90,916.20
Singapore Engineering Woodlands East area of the premises 30 June 2023(8)
Pte Ltd Industrial Estate,
Singapore 758313 Existing use:
Sales office and
warehouse
10. TSA Paw Leck 23 Senoko Avenue, A portion of the factory 1 March 2023 to 4,189 6 June 2016 SGD72,385.92
Singapore Engineering Woodlands East area of the premises 30 June 2023(8)
Pte Ltd Industrial Estate,
Singapore 758313 Existing use:
Sales office and
warehouse
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Notes:
(1) The property located at No. 2, Persiaran Perusahaan Kledang Utara 1/2, Kawasan Perindustrian Negara Jaya, 31450 Ipoh, Perak previously rented and
occupied by TSA Industries contained unapproved extension of approximately 20,412 sq. ft. and CF/CCC was not obtained in respect of the unapproved
extension, which was in contravention of the SDBA 1974.
As part of the remedial steps taken by our Group to rectify the non-compliance above, TSA Industries had, on 20 February 2023, relocated to this new
rented property for use as sales office and warehouse. This new rented property has the requisite CCC and does not have any unapproved extension.
As at the LPD, we have not been fined or issued with any notice of non-compliance from the relevant authorities in relation to the non-compliance above
which has since been rectified. Please refer to Section 9.1.12 of this Prospectus for the consequences of non-compliance with the SDBA 1974.
(2) There was an unapproved extension of approximately 4,908 sq. ft. at this rented property and CF/CCC was not obtained in respect of this unapproved
As at the LPD, the unapproved extension area had been demolished by TSA Industries as part of the remedial steps taken by our Group to rectify the
non-compliance above.
162
(5) There was an unapproved extension of approximately 4,612 sq. ft. at this rented property and occupation permit was not obtained in respect of this
unapproved extension, which was in contravention of the Sarawak Ordinance.
which has since been rectified. Please refer to Section 9.1.12 of this Prospectus for the consequences of non-compliance with the Sarawak Ordinance.
(6) The property located at Lot No. 6, Lorong Kumbang, Sinar Light Industrial, 88450 Kota Kinabalu, Sabah previously rented and occupied by TSA Industries
contained unapproved extension of approximately 1,580 sq. ft. and occupation certificate was not obtained in respect of the unapproved extension, which
was in contravention of the Kota Kinabalu By-laws.
As part of the remedial steps taken by our Group to rectify the non-compliance above, TSA Industries had, on 17 February 2023, relocated to this new
rented property for use as sales office and warehouse. This new rented property has the requisite occupation certificate and does not have any
unapproved extension.
which has since been rectified. Please refer to Section 9.1.12 of this Prospectus for the consequences of non-compliance with the Kota Kinabalu By-
laws.
(7) TSA Industries had, on 4 November 2022, obtained the temporary building permit which is valid until 31 December 2025.
(8) TSA Singapore had, on 31 August 2022, accepted an offer from JTC Corporation (“JTC”) for the tenancy of JTC premise at TIMMAC @ Kranji Unit #03-
10, 30 Kranji Loop, Singapore 739570 (“TIMMAC”) for a term of 3 years (with an option to renew for another 3 years) from the date of commencement
of tenancy, which is within 6 months after the temporary occupation permit for the building (“TOP”) has been obtained. JTC has obtained the TOP on 14
June 2022. The estimated area of the unit at TIMMAC is 1,418.83 square meters (equivalent to 15,272 sq. ft.). TSA Singapore’s current tenancy at 23
Senoko Avenue, Woodlands East Industrial Estate, Singapore 758313 (“Senoko Avenue”) will expire on 30 June 2023 (with an option to renew for 1
year upon written request of TSA Singapore 3 months prior to the expiry of the tenancy). The unit at TIMMAC was handed over to TSA Singapore on 4
April 2023 and TSA Singapore intends to relocate to the unit at TIMMAC by end of June 2023.
163
7.25 MATERIAL DEPENDENCY ON COMMERCIAL CONTRACTS / FINANCIAL CONTRACTS /

INTELLECTUAL PROPERTY RIGHTS / LICENCES OR PERMITS / BUSINESS
PROCESSES
Save for the major licences in Section 7.22 of this Prospectus, registered trademarks and
intellectual property rights in Section 7.23 of this Prospectus, our Group’s business or
profitability is not materially dependent on any contracts, intellectual property rights, licences
and permits, and production or business processes as at the LPD.
7.26 GOVERNING LAWS AND REGULATIONS
7.26.1 Malaysia
Our Group’s business is regulated by, and in some instances required to be licensed
under specific laws of Malaysia. The relevant laws and regulations governing our
Group’s business operations in Malaysia, which do not purport to be an exhaustive
description of all laws and regulations which our business is subject to, are summarised
below:
(i) ICA 1975
Pursuant to Section 3(1) of the ICA 1975, no person shall engage in any
manufacturing activity unless he is issued a licence in respect of such
manufacturing activity. Manufacturing companies with shareholders’ funds of
RM2.50 million and above or that employ 75 or more full-time paid employees
are required to apply for a manufacturing licence.
Failure to comply with Section 3(1) of the ICA 1975 is an offence and on
conviction, the offender is liable to a fine not exceeding RM2,000 or to a term
of imprisonment not exceeding 6 months and to a further fine not exceeding
RM1,000 for every day during which such default continues. We had in the past,
experienced non-compliance with Section 3(1) of the ICA 1975, which has since
been rectified. Please refer to Notes (1) and (2) in Section 7.22 of this
Prospectus for further details.
As at the LPD, our subsidiary, TSA Industries, holds a manufacturing licence

issued by MITI. The manufacturing licence is valid unless revoked by MITI.
Please refer to Section 7.22 of this Prospectus for further details of the
manufacturing licence.
(ii) Local Government Act 1976 (“LGA 1976”)
Under the LGA 1976 and the by-laws of the respective local councils and
authorities, our business operation premises are required to have business and
signboard/advertising licences, display the licences at the business premises,
and produce the licences upon request.
Pursuant to the LGA 1976, any person who fails to exhibit or produce his
licences on the premises shall be liable to a fine not exceeding RM500 or to
imprisonment for a term not exceeding six (6) months or both.
As at the LPD, our Group holds and maintains valid business licences issued
by Kajang Municipal Council, Ipoh City Council, Seremban City Coucil,
Seberang Perai City Council, Johor Bahru City Council, Kota Kinabalu City Hall
and Sarawak Government respectively. Please refer to Section 7.22 of this
Prospectus for further details of the business licences.
164
(iii) SDBA 1974 and Uniform Building By-Laws 1984 (“UBBL 1984”)
In the course of our business operations, we are required to ensure that the
properties owned or rented by our Group for our business operations comply
with the SDBA 1974, UBBL 1984 and the relevant by-laws issued pursuant
thereto which regulate, among others, the occupation of buildings and
uniformity of local government matters relating to street, drainage and buildings.
The SDBA 1974 provides uniformity of law and policy with regard to local
government matters relating to street, drainage and buildings in Peninsular
Malaysia. It provides for the requirement to have a CF/CCC to ensure that the
building is safe and fit for occupation. The UBBL 1984 is a subsidiary legislation
made under the SDBA 1974.
Pursuant to the SDBA 1974, prior written permission of the local authority is
required among others for any partition, compartment, loft, roof, ceiling or other
structures built in a building, any deviation from the any plans or specifications
approved by the local authorities, or any alteration to a building otherwise than
allowed by the local authority or by-laws made under the SDBA 1974. Failure
to obtain the local authorities’ prior written permission for the above may subject
the person in breach to fines or imprisonment or both, if convicted. Depending
on the applicable provisions of the SDBA 1974 in breach, the maximum fines
may range from RM25,000 to RM50,000 and additional daily fine of RM1,000
for continuing offences after conviction, and the maximum imprisonment term
may be up to three (3) years. The SDBA 1974 also stipulates that any person
who occupies or permits to be occupied any building or any part of a building
without a CF/CCC shall be liable on conviction to a fine not exceeding
RM250,000 or to imprisonment for a term not exceeding ten (10) years or both.
As at the LPD, all properties rented by our Group in Peninsular Malaysia have
valid CF/CCC. Please refer to Section 7.24.2 of this Prospectus for further
details.
(iv) Sarawak Ordinance
property rented by our Group for our business operations in Sarawak comply
with the Sarawak Ordinance and the by-laws contained therein which regulate,
amongst others, the occupation of buildings. The Sarawak Ordinance provides
uniformity of law and policy with regard to matters relating to buildings in
Sarawak. It provides for the requirement to have an occupation permit to ensure
that the building is safe and fit for occupation.
Pursuant to the Sarawak Ordinance, prior written permission of the local

authority is required among others for any partition, compartment, gallery, loft,
roof, ceiling or other structures built in a building, any deviation from any plans
or specifications approved by the local authority, or any alteration to a building
otherwise than allowed by the local authority or the Sarawak Ordinance. Failure
to obtain the local authority’s prior written permission for the above may subject
the person in breach to fines or imprisonment or both, if convicted.
Depending on the applicable provisions of the Sarawak Ordinance in breach,

the maximum fines may range from RM1,000 to RM2,000 and additional daily
fine of RM200 for continuing offences after a notice requiring the person to
comply with the provisions has been served on such person, and, in the case
of a continuing offence, the maximum imprisonment term may be up to 1 year.
The Sarawak Ordinance also stipulates that any person who occupies or
permits to be occupied any building or any part thereof without an occupation
permit, a partial occupation permit or a temporary occupation permit shall be
guilty of an offence, and liable to a fine of not exceeding RM10,000 and, in the
165
case of a continuing offence to a further fine of not exceeding RM300 per day
during which the offence is continued after notice to cease occupying the
building has been issued on such person.As at the LPD, the property rented by
our Group in Miri has valid occupation permit. Please refer to Section 7.24.2 of
this Prospectus for further details.
(v) Kota Kinabalu By-laws
property rented by our Group for our business operations in Sabah comply with
the Kota Kinabalu By-laws which regulates, among others, the occupation of
buildings in the Kota Kinabalu Municipal area. It provides for the requirement to
have an occupation certificate to ensure that the building is safe and fit for
occupation.
Pursuant to the Kota Kinabalu By-laws, any person who fails to obtain the
relevant local authority’s written permission to re-erect, add to or alter any
existing building shall on conviction be liable to a fine not exceeding RM5,000
and in the case of a continuing offence shall be liable to a fine not exceeding
RM100 for every day during which such offence is continued, and if so required
by the relevant local authority, demolish and remove the building within 7 days
of receipt of a written order. The Kota Kinabalu By-laws also stipulates any
person who occupies or permits to be occupied any building or any part thereof
without an occupation certificate, a partial occupation certificate or a temporary
occupation certificate shall be guilty of an offence and shall on conviction be
liable to a fine not exceeding RM5,000 and, in the case of a continuing offence
shall be liable to a fine not exceeding RM100 for every day during which such
offence is continued.
As at the LPD, the property rented by our Group in Kota Kinabalu has valid
occupation certificate. Please refer to Section 7.24.2 of this Prospectus for
further details.
(vi) FMA 1967
The FMA 1967 and the relevant regulations made thereunder, including the
Factories and Machinery (Notification, Certificate of Fitness and Inspection)
Regulations 1970 provide for the control of factories with respect to matters
relating to the safety, health and welfare of person, including the registration
and inspection of machinery.
Pursuant to Section 19(1) of the FMA 1967, any person operating any hoisting
machine (other than a hoisting machine driven by manual power) without a valid
certificate of fitness shall be guilty of an offence and shall, on conviction, be
liable to a fine not exceeding RM150,000 or to imprisonment for a term not
exceeding three (3) years or both.
Our subsidiary, TSA Industries, was operating 20 hoisting machines (overhead

travelling cranes) without valid certificate of fitness. As at the LPD, TSA
Industries has obtained the certificate of fitness issued by DOSH for all hoisting
machines in use.
(vii) Occupational Safety and Health Act 1994 (“OSHA 1994”)
The OSHA 1994 provides provisions for securing the safety, health and welfare
of persons at work, protecting others against risk to safety or health in
connection with the activities of persons at work. The OSHA 1994 applies
throughout Malaysia to the industries specified in the OSHA 1994, which
includes the manufacturing industry.
166
The OSHA 1994 provides that it is the duty of every employer to ensure the
safety, health and welfare at work of all his employees, so far as is practicable,
in particular:
(a) the provision and maintenance of plant and systems of work that are safe
and without risks to health;
(b) the making of arrangements for ensuring safety and absence of risks to
health in connection with the use or operation, handling, storage and
transport of plant and substances;
(c) the provision of such information, instruction training and supervision as is

necessary to ensure the safety and health at work of his employees;
(d) as regards any place of work under the control of the employer, the
maintenance of it in a condition that is safe and without risks to health and
the provision and maintenance of the means of access to and egress from
it that are safe and without such risks; and
(e) the provision and maintenance of a working environment for his

employees that is safe, without risks to health, and adequate as regards
facilities for their welfare at work.
Non-compliance of the above will result in an offence and on conviction would

constitute to a fine not exceeding RM50,000 and/or to imprisonment for a term
not exceeding two (2) years.
Our subsidiary, TSA Industries, has formulated a Health, Safety &

Environmental Policy. A safety and health committee has been established and
a safety and health officer has been appointed to monitor the safety and health
related matters of TSA Industries.
(viii) EMSHAA 1990
Pursuant to the EMSHAA 1990 and the Employees’ Minimum Standards of

Housing, Accommodations and Amenities (Accommodation and Centralized
Accommodation) Regulations 2020, employers must comply with the EMSHAA
1990, which includes providing minimum space requirement for workers’
accommodation, basic facilities as well as safety and hygiene standards.
The EMSHAA 1990 further provides that no employer or centralized

accommodation provider shall use any buildings as accommodation if the
building is unfit for human habitation in accordance with the relevant written
laws. The employer or centralized accommodation provider shall ensure that
every accommodation provided for employees complies with the minimum
standards required under EMSHAA 1990 or any regulations made thereunder.
Pursuant to the EMSHAA 1990, no accommodation shall be provided to an

employee unless certified with a certificate for accommodation. EMSHAA 1990
provides that an employer who contravenes the EMSHAA 1990 commits an
offence and shall, on conviction, be liable to a fine not exceeding RM50,000.
6 of our foreign workers’ accommodations previously did not have a certificate

for accommodation. As at the LPD, all our foreign workers’ accommodations
have valid certificate for accommodation issued by the Department of Labour
Peninsular Malaysia.
167
(ix) CIDB Act
Under the CIDB Act, a person shall not deal or undertake to deal, whether
directly or indirectly, with the construction materials specified in the Fourth
Schedule of the CIDB Act which include, amongst others, certain specifications
of iron and steel products unless the construction materials have been certified
by CIDB. Any person who deals or undertakes to deal with such construction
materials without the certification of CIDB shall be guilty of an offence and shall,
on conviction, be liable to a fine of not less than RM10,000 but not more than
RM500,000.
Our subsidiary, TSA Industries, has been issued with the Certification of
Standards Compliance (Building Materials) by CIDB for iron and steel products
– welded stainless steel mechanical tubing. Please refer to Section 7.22 of this
Prospectus for further details of the certification.
(x) Land Public Transport Act 2010 (“LPTA 2010”)
Pursuant to Section 51(1) of the LPTA 2010, no person can operate or provide
a goods vehicle service using a class of goods vehicles for the carriage of
goods, for hire or reward, or for or in connection with any trade or business,
unless he holds an operator’s licence. Under the LPTA 2010, a person is
deemed to be operating or providing goods vehicle service if he uses or drives
a goods vehicle himself, or employs one or more persons to use or drive a
goods vehicle, to operate or provide a goods vehicle service, and he owns the
said goods vehicle, or he is responsible, under any form of arrangement with
the owner or lessor of the said goods vehicle to manage, maintain or operate
such goods vehicle.
Section 51(7) of the LPTA 2010 provides that a company or corporation which
contravenes Section 51(1) commits an offence, and shall, on conviction, be
liable to a fine not exceeding RM200,000. Section 51(6) of the LPTA 2010
further provides a person, other than a company or corporation, who
contravenes Section 51(1) commits an offence and shall, on conviction, be
liable to a fine not less than RM2,000 but not more than RM10,000 or to
imprisonment for a term not exceeding 1 year or to both.
Our subsidiary, TSA Industries, has obtained the Carrier ‘A’ Operator’s Licence
for carrying goods for hire or reward for or in connection with any trade or
business carried on in Peninsular Malaysia and Carrier ‘C’ Operator’s Licence
for carrying its own goods for or in connection with any trade or business carried
on in Peninsular Malaysia. Please refer to Section 7.22 of this Prospectus for
further details of the certification.
7.26.2 Singapore
As at the LPD, TSA Singapore is not subject to any particular laws or regulations of
Singapore other than those generally applicable to companies incorporated and/or
operating in Singapore.
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RegistrationNo.
Registration No.202201010003
202201010003(1455700-A)
(1455700-A)
8. INDUSTRY OVERVIEW
Vital Factor Consulting Sdn Bhd

Company No.: 199301012059 (266797-T)
V Square @ PJ City Centre (VSQ)
Block 6 Level 6, Jalan Utara
46200 Petaling Jaya
18 April 2023 Selangor Darul Ehsan, Malaysia
Tel: (603) 7931-3188
The Board of Directors Fax: (603) 7931-2188
TSA Group Berhad Website: www.vitalfactor.com
Lot 3998, Jalan 6/2A
43300 Balakong
Selangor
Dear Sirs/Madams
Independent Assessment of the Stainless Steel Industry in Malaysia
We are an independent business consulting and market research company based in Malaysia. We
commenced our business in 1993 and, among others, our services include the provision of business plans,
business opportunity evaluations, commercial due diligence, feasibility studies, industry assessments and
market studies. We have also assisted in corporate exercises since 1996, having been involved in initial
public offerings, takeovers, mergers and acquisitions, and business regularisations for public listed
companies on the Bursa Malaysia Securities Berhad (Bursa Securities) where we acted as the independent
business and market research consultants. Our services for corporate exercises include business
overviews, independent industry assessments, management discussion and analysis, and business and
industry risk assessments.
We have been engaged to provide an independent assessment of the above industry for inclusion in the
prospectus of TSA Group Berhad for the listing of its shares on the ACE Market of Bursa Securities. We
have prepared this report independently and objectively and had taken all reasonable consideration and
care to ensure the accuracy and completeness of the report. It is our opinion that the report represents a
true and fair assessment of the industry within the limitations of, among others, the availability of timely
information and analyses based on secondary and primary market research. Our assessment is for the
overall industry and may not necessarily reflect the individual performance of any company. We do not take
any responsibility for the decisions, actions or inactions of readers of this document. This report should not
be taken as a recommendation to buy or not to buy the securities of any company.
Our report may include information, assessments, opinions and forward-looking statements, which are
subject to uncertainties and contingencies. Note that such statements are made based on, among others,
secondary information and primary market research, and after careful analysis of data and information, the
industry is subject to various known and unforeseen forces, actions and inactions that may render some of
these statements to differ materially from actual events and future results.
Yours sincerely
Wooi Tan
Managing Director
Wooi Tan has a degree in Bachelor of Science from The University of New South Wales, Australia and
a degree in Master of Business Administration from The New South Wales Institute of Technology (now
known as the University of Technology, Sydney), Australia. He is a Fellow of the Australian Marketing
Institute and the Institute of Managers and Leaders. He has more than 20 years of experience in
business consulting and market research, as well as assisting companies in their initial public offerings
and listing of their shares on Bursa Securities.
200
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202201010003(1455700-A)
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8. INDUSTRY OVERVIEW (Cont’d)
Date of report: 18 April 2023
INDEPENDENT ASSESSMENT OF THE STAINLESS STEEL INDUSTRY IN MALAYSIA
1. INTRODUCTION
• TSA Group Berhad together with its subsidiaries (TSA Group) is involved in trading,
manufacturing and processing of metal products, mainly of stainless steel. TSA Group’s largest
revenue contributor is in the trading of rolled metal products such as plates, bars, coils, pipes,
channels, angles and hardware, followed by the manufacturing of stainless steel pipes, and
processing of stainless steel plates and bars in Malaysia, which shall form the focus of this
report.
2. STAINLESS STEEL INDUSTRY
• Stainless steel is largely iron alloyed or mixed with several other metals and elements. The two
main alloying metals are chromium which accounts for between 10% to 20% by weight, while
some popular grades of stainless steel also incorporate a large percentage of nickel between
8% to 13% by weight. Other alloying elements include molybdenum, manganese and silicon.
• Alloying enables changes to the characteristics and properties of a metal. By adding chromium,
iron which oxidises or rusts easily becomes stainless steel that is highly resistant to corrosion
and rust. Further, the addition of nickel makes the stainless steel easy to form and weld,
remaining ductile and able to withstand a wide range of temperatures. Nickel-containing grades
of stainless steel make up a large portion of stainless steel and the most common are grades
304 and 316, which have approximately 8% and 11% nickel by weight, respectively. Stainless
steel grade is a standardised numbering system that indicates the composition by weight of iron
and alloying elements.
2.1 Structure for the stainless steel industry
• The stainless steel

industry starts with
the exploration and
extraction of iron ores
which are converted
to primary products
comprising long
products such as
ingots, blooms, billets
and beam blanks, as
well as flat products
such as slabs. The
conversion process
also includes alloying
with other metals and
elements to obtain the
desired properties of the primary products. Rolling process: Left: Plates; Right: Rods
• The primary long products are reheated (if it is

not an integrated upstream and midstream mill)
and through a process of rolling, the ingots,
blooms and billets become rods, wire rods and
bars while beam blanks become sections and
channels. Similarly, the primary flat products,
slabs, are reheated and rolled to become plates, sheets and coils. At this stage, they are
Stainless Steel Industry 201 Page 1 of 10
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commonly referred to as hot-rolled products as the longs and flats are all rolled while they are
still very hot at approximately 1,100 degrees Celcius. The rolling process uses a series of
opposing rollers to reduce the thickness of flat products, and the diameters of long products.
• Due to the wide range of stainless steel alloys and dimensions, steel mills are not able to provide
the full range of thickness and width of flats or diameters of longs for each alloy of stainless
steel. As such, the next step is to further roll these longs and flats to their desired thickness and
diameter according to the specifications of the customers. This process is commonly rolled
without reheating and thus they are referred to as cold-rolled products. Plates, sheets and coils
come in different widths and are cold-rolled to thinner thickness, which is then used to
manufacture metal products such as pipes, food processing and display equipment, processing
equipment such as boilers and pressure vessels, utensils and cutleries, bathroom accessories
and fittings, architectural applications, and machinery, equipment and automotive parts.
• Wires are cold drawn from wire rods and used for, among others, springs, welding materials,
medical devices and hardware. Stainless steel rods are used for, among others, shipbuilding,
machine and equipment, automotive, construction materials, and parts and components.
• Flat products are mostly used in the manufacturing industries while longs are commonly used
in the construction industries, although some manufacturing industries, particularly the
machinery and equipment industries would also use long products.
• TSA Group is involved in the trading and processing of flat products such as plates, sheets and
coils, and long products such as bars, channels and angles. TSA Group also manufactures
stainless steel pipes that use flat products, namely coils, as input materials.
2.2 Stainless steel groups
• Stainless steel can be further segmented into five groups as follows:
Group Description
Austenitic The most commonly used stainless steel class contains high chromium and nickel, and
low carbon. Used in a wide range of applications such as automotive trim, food and
beverage equipment, medical devices and industrial equipment due to their strength,
formability and superior corrosion resistance.
Ferritic Contains high chromium and low carbon, but little or no nickel. Widely used in the
automobile industry and nuclear reactors due to their magnetic properties.
Duplex Made of approximately 50% austenite and 50% ferrite, resulting in great toughness and
superior corrosion resistance, but with poor formability and machinability. Typically used
in machinery and equipment for chemical processing, transport and storage, marine
environment, and pulp and paper manufacturing.
Martensitic Contains high chromium and carbon, and low nickel. Typically used in applications that
require good heat distribution, such as heat exchangers.
Precipitation- Contains chromium and nickel, with the addition of one or more precipitation-hardening
hardening elements such as aluminium, titanium, niobium, molybdenum and copper. Typically used
in the aerospace, oil and gas, and nuclear industries for its high strength and good
formability.
• There are various stainless steel grades according to their alloying composition which affects
their physical properties and applications. Grade 304 stainless steel is the most versatile and
widely used austenitic stainless steel grade due to its excellent corrosive resistance, followed
by grade 316 austenitic stainless steel with higher corrosive resistance that caters for more
corrosive environments. Some applications of grade 304 stainless steel include dishwashers,
refrigerators, commercial food processing equipment, fasteners, tanks and containers, as well
as machinery parts.
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3. PERFORMANCE OF THE STAINLESS STEEL INDUSTRY
3.1 Imports and exports of rolled products
• In 2022, the import value of rolled products comprised 82.6% and 17.4% of flat and long products
respectively, while the export value of rolled products comprised 95.4% and 4.6% of flat and long
products respectively. The large majority of the imported and exported flat rolled products are for a
width of more than 600mm, comprising mostly plates, sheets and coils of various thicknesses.
These products are commonly the key input materials for the manufacture of flat-finished products
such as pipes, food processing equipment, machinery, equipment and automotive parts.
Import value of rolled products Import volume of rolled products
Note: Latest available data * Mainly includes plates, sheets and coils; ^ Mainly includes bars, rods, wire rods,
wires, angles, shapes and sections. CAGR = compound annual growth rate (Source: Department of Statistics
Malaysia (DOSM); Vital Factor analysis)
• In 2022, the import value of rolled products grew by 10.2% to RM4.9 billion, contributed by the
growth of 10.5% and 8.7% from flat and long products respectively. The top three importing
countries were Indonesia, China and Taiwan, accounting for 47.0%, 16.7% and 12.6% of the import
value of rolled products respectively in 2022.
• In 2021, import volume grew by 24.1% to 462,200 tonnes, contributed by the growth of 24.6% and
20.9% from flat and long products respectively. Despite the high growth of import value and volume
of overall rolled products in 2021, the import volume of flat products remained low compared to pre-
COVID-19 pandemic levels, partly due to reduced demand resulting from a slowdown of Malaysia’s
production of stainless steel products amid high global stainless steel prices and sea freight rates
in 2021.
Export value of rolled products Export volume of rolled products
Note: Latest available data * Mainly includes plates, sheets and coils; ^ Mainly includes bars, rods, wire rods,
wires, angles, shapes and sections. (Source: DOSM; Vital Factor analysis)
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• In 2022, the export value of rolled products grew by 32.5%, contributed by a growth of 38.3% and
a decline of 29.1% from flat and long products respectively. The top three destination countries
were India, Spain and Italy which accounted for 17.3%, 10.2% and 9.4% of the export value of
rolled products respectively in 2022.
• In 2021, export volume declined by 4.4% to 236,800 tonnes, contributed by a decline of 10.9% and
a growth of 147.3% from flat and long products respectively.
3.2 Imports and exports of hot-rolled and cold-rolled products
• Rolled products are categorised into hot-rolled and cold-rolled products. Hot-rolled products are
products that have undergone rolling at high temperatures. There is no production of hot-rolled
products in Malaysia, and all hot-rolled products are imported. Cold-rolled products use hot-rolled
products as input materials, and they will undergo rolling at room temperature. There is no
production data for cold-rolled products. Cold-rolling is carried out to roll the flat and long products
into a wide range of thicknesses for different widths, and diameters respectively as required.
Commonly cold-rolled products are used as input materials for manufacturing and fabrication works.
• Generally, hot-rolled products have high malleability due to the hot-rolling processes, while cold-
rolled products can produce a wider range of dimensions as they can be precision manufactured.
• In 2022, import values of hot-rolled and cold-rolled products grew by 3.6% and 28.3% respectively.
In 2022, the majority of the rolled products imported were hot-rolled products, accounting for 70.3%
of the import value.
Import value of rolled products* Export value of rolled products*
* Mainly include bars, rods, wire rods, wires, angles, shapes, sections, plates, sheets and coils. (Source: DOSM)
• In 2022, export values of hot-rolled and cold- Apparent consumption* value of hot-rolled products
rolled products grew by 9.2% and 69.9%
respectively. In 2022, the majority of the
rolled products exported were cold-rolled
products, accounting for 85.1% of the total
export value.
• In 2022, apparent consumption of hot-rolled

products in Malaysia grew by 2.8% to RM2.9
billion, partly attributed to the high global
stainless steel prices.
*As there are no production of hot-rolled stainless

steel in Malaysia, apparent consumption is based on
imports less exports. (Source: Vital Factor analysis)
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• In 2022, the import value of cold-rolled products comprised 75.4% and 24.6% of flat and long
products respectively, while the export value of cold-rolled products comprised 96.4% and 3.6% of
flat and long products respectively.
Import value of cold-rolled products Export value of cold-rolled products
* Mainly includes plates, sheets and coils; ^ Mainly bars, wires, angles, shapes and sections. (Source: DOSM)
• In 2022, the import value of cold-rolled flat Import and export volumes of
and long products grew by 31.4% and 19.6% cold-rolled flat products*
respectively, while the export value of cold-
rolled flat and long products grew by 75.2%,
and declined by 6.4% respectively.
• In 2021, import and export volumes of cold-

rolled flat products declined by 17.7% and
16.3% respectively. The decline was mainly
due to curtailed global and domestic
production of stainless steel products amid
high global stainless steel prices.
3.3 Imports and exports of stainless steel tubes

and pipes Note: Latest available data * Mainly includes plates,
sheets and coils (Source: Vital Factor analysis)
• Generally, stainless steel tubes and pipes can be used for the following applications:
- ornamental and architectural applications, such as grilles, gates, window frames and
railing systems;
- specialised applications by industry sectors such as the automotive industry used in the
manufacture of mufflers, bull-bars and grille guards; or
- for industrial applications such as process piping for the oil, gas, petrochemicals and
chemical industries, water piping, food and beverage processing and others.
• Additionally, stainless steel tubes and pipes are commonly manufactured in either welded or
seamless form. Seamless tubes and pipes are thinner, lighter, able to withstand higher pressure
and more expensive compared to welded tubes and pipes. TSA Group manufactures welded
ornamental tubes and pipes which will form the focus of discussions below.
• In 2022, the import value of welded stainless steel tubes and pipes (excluding line pipes, and casing
and tubing pipes) grew by 6.4%, where the major sources were China, Korea and Taiwan
accounting for 72.9%, 9.8% and 4.5% of the import value of welded stainless steel tubes and pipes
respectively. In 2022, the export value of welded stainless steel tubes and pipes grew by 8.1%,
where the major destinations were Indonesia, Canada and Thailand accounting for 34.8%, 20.2%,
and 14.3% of the export value respectively.
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• In 2021, import and export volumes of welded stainless steel tubes and pipes declined by 17.4%
and 23.1% respectively, which indicates the overall decline in demand for stainless steel tubes and
pipes, partially due to high stainless steel prices.
Import and export values of Import and export volumes of
welded stainless steel tubes and pipes* welded stainless steel tubes and pipes*
Note: Latest available data * Excluding line pipes, and casing and tubing pipes (Source: DOSM)
4. SUPPLY AND PRICING EFFECTS OF KEY RAW MATERIALS
4.1 Asian stainless steel prices
• Malaysia’s stainless steel industry is affected by global stainless steel prices, particularly in Asia as
stainless steel prices may differ based on regions.
• Generally, prices for stainless steel grade 316 are more expensive than grade 304, and cold-rolled
products are more expensive than hot-rolled products.
Asian stainless steel prices, by month Asian stainless steel prices

CR coil HR coil CR coil HR coil
USD/tonne grade 316 grade 316 grade 304 grade 304
Apr-20 3,158 2,961 2,175 2,041
Apr-22 5,016 4,826 3,680 3,514
Growth
Apr/20-22 58.8% 63.0% 69.2% 72.2%
Dec-20 3,561 3,356 2,524 2,380
Dec-21 4,487 4,297 3,216 3,068
Dec-22 4,677 4,511 3,303 3,198
Mar-23 4,973 4,806 3,240 3,131
HR = Hot-rolled; CR = cold-rolled. Note: The chart indicates the highest price points between Dec 2018 and Mar 2023
was on April 2022, except grade 316 products with highest price point on Feb 2023. (Source: Vital Factor analysis)
• Overall, stainless steel prices in Asia have been increasing from April 2020 to April 2022, being the
highest price points between December 2018 and December 2022, except hot-rolled and cold-
rolled coil grade 316 with the highest price point on February 2023. The increase in Asian stainless
steel prices was mainly attributed to the increase in stainless steel demand resulting from global
economic recovery and rising raw material prices (particularly nickel for austenitic stainless steel
grades). Additionally, the stainless steel supply chain was disrupted arising from containment
measures due to the COVID-19 pandemic.
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• After April 2022, Asian stainless steel prices began to decline, before increasing from December
2022 onwards up to February 2023. This increasing trend was mainly due to rising demand from
China following the relaxation of China’s border restrictions, rising molybdenum prices that affect
stainless steel grade 316 the most, as well as the ongoing Russia-Ukraine conflict. In March 2023,
Asian stainless steel prices remained at high levels despite the prices starting to decline.
4.2 Global nickel prices
• TSA Group manufactures stainless steel pipes mainly of austenitic grades, which contain the most
proportion of nickel among the various grades of stainless steel. Thus, global prices of nickel would
have an impact on TSA Group.
• Between 2020 and 2022, the global average Monthly global average nickel prices
nickel prices grew at a CAGR of 36.9%. The
global average nickel prices have been
increasing gradually since March 2020 due to
strong nickel demand from the stainless steel
sector in China and increasing nickel use in
batteries for electronic vehicles. Additionally,
the supply of nickel was disrupted due to
containment measurements in various
countries following the COVID-19 pandemic.
• In March 2022, the global average nickel

prices surged by 41.3% to USD33,924/tonne
from USD24,016/tonne in February 2022, (Source: Vital Factor analysis)
driven by further supply concerns from the
Russian-Ukraine conflict as Russia is one of the major producers of nickel. The global average
nickel prices eventually declined and reached USD23,289/tonne in March 2023.
4.3 Sea freight rate
• TSA Group imports input materials and products from foreign countries and exports its products to
foreign countries. As such, sea freight rates would have an impact on TSA Group’s operations.
• The global supply chain disruption prompted Sea freight rate, by week
by the COVID-19 pandemic, combined with
the US-China trade war led to higher sea
freight rates, which in turn led to higher input
prices for global traders since July 2020. The
sea freight rate generally kept increasing from
USD1,832/forty-foot equivalent unit (FEU) on
2 January 2020 to USD10,377/FEU on 23
September 2021, recording a growth of
466.4% within this period. Following the
gradual relaxing of containment measures in
various countries, the sea freight rate
declined by 83.5% to USD1,709/FEU on 13
April 2023. The falling freight rates were (Source: Vital Factor analysis)
mainly due to the easing supply of empty
containers, falling global trading demand amid global uncertainties, continuing Russia-Ukraine
conflict, inflationary pressures and tightening in global financial conditions.
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5. DEMAND DEPENDENCIES
• The stainless steel industry provides intermediate inputs to the construction industry and
manufacturing sector such as the electrical and electronics, automotive, furniture, machinery,
equipment and metal fabrication industries. TSA Group is involved in supplying stainless steel
products to the construction as well as manufacturing industries. As such, the performance of these
industries as well as the general economy of Malaysia would impact TSA Group.
• The real Gross Domestic Product (GDP) of Real GDP

Malaysia’s economy indicates the economic
output without the impact of price inflation.
In 2022, the real GDP of Malaysia’s
economy, the manufacturing sector and the
construction industry grew by 8.7%, 8.1%
and 5.0% respectively. In 2022, Malaysia’s
economy was driven by domestic demand
and an improved labour market resulting from
the increase in household spending,
investment and tourism, as well as robust
external demand.
• Overall, the real GDP of Malaysia’s (Source: DOSM)

economy is expected to expand between
4.0% and 5.0% in 2023, at a more moderate pace amid a challenging external environment.
Growth will mainly be driven by domestic demand, supported by the continued recovery in the
labour market and the realisation of multi-year investments. Meanwhile, the slowdown in exports
following weaker global demand will be partially cushioned by higher tourism activities. (Source:
Bank Negara Malaysia (BNM)).
• Malaysia’s fabricated metal (all types GDP of fabricated metal products industry
including carbon and stainless steel)
products industry covers machines, parts
and structures for various industries
including the offshore oil and gas industry,
civil construction and industrial mechanical
and electrical, and processing plants
(Source: Malaysian Investment
Development Authority).
• In 2022, the GDP of the manufacturing

sector accounted for 23.5% of Malaysia’s
GDP, while the GDP of the fabricated metal
products industry accounted for 4.1% of the (Source: DOSM)
GDP of the manufacturing sector (Source:
DOSM). In 2022, the GDP of the fabricated metal products industry grew to RM17.3 billion
representing a growth of 13.1% compared to 2021.
6. COMPETITION LANDSCAPE
• The stainless steel industry in Malaysia is diversified where manufacturers of stainless steel
produce a wide range of intermediate and finished products for use across various industries. These
companies in the industry range from local small and medium-sized enterprises to large-scale
domestic and international corporations. In 2021, there were 273 iron and steel-based product
manufacturers registered with the Department of Mineral and Geoscience Malaysia.
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• The companies listed below are some of the operators within the industry and are selected for their
involvement in the trading of stainless steel products, and/or manufacturing of stainless steel pipes,
and/or processing of stainless steel products, and availability of financial information. They are listed
in descending order of revenue and the list is not exhaustive.
Activities
Rev (2) GP(2) GP Margin NP/(NL) (2) NP/(NL)
Operators in the industry T M P FYE(1) (RM mil) (RM mil) (%) (RM mil) Margin (%)
TSA Group √ √ √ Dec-22 357.3 79.8 22.3 40.7 11.4
Prestar Precision Tube (3) √ √ √ Dec-21 295.2 75.4 25.5 49.4 16.7
Pantech (4)
√ √ Feb-22 230.4 55.5 24.1 25.5 11.1
K. Seng Seng (5) √ √ √ Dec-21 151.9 37.2 24.5 11.0 7.2
Hanwa Steel Centre (6)
√ √ Dec-21 95.0 8.2 8.6 (2.2) (2.3)
Kanzen Tetsu S/B √ √ √ Dec-21 89.3 3.7 4.1 3.4 3.8
Sin Lian Tat Hardware S/B √ √ Sep-21 67.9 7.8 11.5 4.1 6.0
Supreme Steelmakers (7) √ √ Dec-21 63.2 19.2 30.3 12.4 19.6
Taik Bee Hardware S/B (8) √ √ √ Dec-21 35.1 2.2 6.4 0.7 2.0
Hoto Stainless Steel (9) √ √ √ Mar-22 28.0 3.3 11.9 1.9 6.8
T = trading of stainless steel products; M = manufacturing of stainless steel pipes; P = processing of stainless
steel products; FYE = financial year ended; Rev = revenue; mil = million; GP = gross profit; NP = net profit
after tax; NL = net loss after tax; S/B = Sdn Bhd; Berhad = Bhd
(1) Latest available audited financial information from annual reports, Companies Commission of Malaysia
and TSA Group.
(2) Revenue is derived from activities as marked and may also include other business activities and products.
(3) Prestar Precision Tube S/B is a subsidiary of Prestar Resources Berhad, a listed entity on Bursa Securities.
(4) Pantech Stainless & Alloy Industries S/B is a subsidiary of Pantech Group Holdings Berhad, a listed entity
on Bursa Securities. It manufactures stainless steel process pipes and fittings.
(5) K. Seng Seng Corporation Bhd is a listed entity on Bursa Securities.
(6) Hanwa Steel Centre (M) S/B is a subsidiary of Hanwa Co. Ltd, a listed entity on the Tokyo Stock Exchange.
(7) Supreme Steelmakers S/B is a subsidiary of Leon Fuat Berhad, a listed entity on Bursa Securities.
(8) A subsidiary of Choo Bee Metal Industries Bhd, a listed entity on Bursa Securities.
(9) Hoto Stainless Steel Industries S/B is a subsidiary of Excel Metal Industries S/B, whose ultimate holding
company is RMJ Resources Pte Ltd in Singapore.
7. MARKET SIZE AND SHARE
• The market size of the stainless steel industry in Malaysia and TSA Group’s market share is
estimated based on import figures as follows:
Import market TSA Group’s TSA Group’s import

Cold-rolled size (a) imports (b) (2) market share (c)
Stainless steel products (1)
2022-Import value (RM million) 1,090 140 13%
Flat stainless steel products
2022-Import value (RM million) 802 115 14%
2021-Import volume (‘000 tonnes) 73 12 16%
Source: (a) DOSM; (b) TSA Group; (c) (b/a) x 100%;
Notes: There are no production figures for cold-rolled flat stainless products in Malaysia
(1) Include flats mainly plates, sheets and coils, and longs mainly bars, rods, wire rods, wires, angles,
shapes and sections; (2) Based on TSA Group’s imports for its Malaysia operations in FYE 31 December
2022 (for import values) and FYE 31 December 2021 (for import volume).
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8. BARRIERS TO ENTRY
• There are few barriers to entry for the trading of stainless steel products, manufacture of stainless
steel pipes and processing of stainless steel products as there are no onerous licences, regulations
or restrictions governing the entry of new players, no material impediments to purchase, selling,
import and export stainless steel products, and low requirements for a track record as stainless
steel is a commodity.
• However, as stainless steel is relatively expensive compared to carbon steel, there is a requirement
for sufficient working capital to purchase and stock stainless steel input and output materials.
Additional barriers to entry for the manufacture of stainless steel pipes and processing of stainless
steel products also require capital investment in machinery and equipment. As an indication of the
level of barriers to entry, there were 273 iron and steel-based product manufacturers registered with
the Department of Mineral and Geoscience Malaysia in 2021.
9. INDUSTRY CONSIDERATION FACTORS
• Stainless steel products are used for a wide range of applications across manufacturing including
fabricated metal products and engineering activities in the fabrication of parts, components, tools,
equipment and machinery, and the construction industries. Between 2020 and 2022, import values
of hot-rolled and cold-rolled products being the midstream rolled products as the main input
materials for manufacturing of stainless steel products, registered a CAGR of 29.7% and 19.5%
respectively, while apparent consumption values of hot-rolled products registered a CAGR of 33.0%
with a high growth rate of 71.9% in 2021 (Source: DOSM). Growth in the midstream rolled stainless
steel products would auger well for operators involved in the trading and processing to supply them
to downstream manufacturers.
• In 2022, 82.6% of total imports of stainless steel rolled products were for flats which are largely
used for manufacturing. Stainless steel products include fabricated metal products as well as parts
and components related to the automotive, oil and gas, petrochemical, chemical, food and
beverage, electrical and electronics, and machinery and equipment industries. These industries
mainly use flat products such as plates, sheets and coils and a smaller proportion of long products
particularly rods for fabrication and machining into parts and components. In 2022, imported cold-
rolled stainless steel comprised 75.4% (RM1.05 billion) and 24.6% (RM0.34 billion) of flat and long
products respectively while exports of cold-rolled stainless steel comprised 96.4% (RM2.18 billion)
and 3.6% (RM0.08 billion) of flat and long products respectively. Malaysia’s exports are also
focused on flat products, indicating the importance of the export-oriented manufacturing industry of
stainless steel products. The relatively large sizes of imports and exports of stainless steel rolled
products provide a sustainable platform for operators in the industry.
• In 2022, the GDP of the manufacturing sector and fabricated metal products industry grew by 15.7%
and 13.1% to RM419.5 billion and RM17.3 billion respectively compared to 2021 (Source:
DOSM). Overall, the real GDP of the manufacturing sector grew by 8.1% in 2022 and is
forecasted to grow by 4.0% in 2023 (Source: BNM). The large size and continuing growth in
auger well for stainless steel operators.
• The stainless steel industry in Malaysia is highly dependent on imports where in 2022 import value
of rolled stainless steel products amounted to RM4.9 billion. As such, any supply disruption or
increase in the cost of procurement such as prices and transportation charges may negatively
impact the industry. Recent events such as border closures during the COVID-19 pandemic, high
stainless steel prices, high sea freight rates, trade war between the US and China, and the Russia-
Ukraine conflict had affected domestic and foreign economies including the domestic stainless steel
industry. Nevertheless, in 2023, sea freight rates have normalised to pre-COVID-19 pandemic level,
the impact of the COVID-19 pandemic has subsided, and nickel and stainless steel prices have
started to moderate, except for stainless steel grade 316 due to rising molybdenum prices.
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9. RISK FACTORS
NOTWITHSTANDING THE PROSPECTS OF OUR GROUP AS OUTLINED IN THIS PROSPECTUS,

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS THAT MAY HAVE A
SIGNIFICANT IMPACT ON THE FUTURE PERFORMANCE OF OUR GROUP. YOU SHOULD
CAREFULLY CONSIDER THE RISKS AND INVESTMENT CONSIDERATIONS SET OUT BELOW
ALONG WITH OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE YOU MAKE
YOUR INVESTMENT DECISION. IF YOU ARE IN ANY DOUBT AS TO THE INFORMATION
CONTAINED IN THIS SECTION, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER.
9.1 RISKS RELATING TO OUR BUSINESS OPERATIONS
9.1.1 We are exposed to fluctuations in the price of stainless steel which may affect demand
for our products or our profit margin
Stainless steel rolled products, such as plates, sheets, coils and bars, are the key input materials
for our trading and processing of stainless steel products, and manufacturing of stainless steel
pipes. For the Financial Years Under Review, purchases of stainless steel materials amounted to
RM136.6 million (83.4%), RM185.0 million (85.1%) and RM219.5 million (83.8%) of our total
purchases for the FYE 2020, FYE 2021 and FYE 2022 respectively.
Stainless steel plates, sheets, coils and bars are commodities and their prices are subject to market
price fluctuations. Overall, stainless steel prices in Asia have been increasing from April 2020 to
April 2022, being the highest price points between December 2018 and December 2022, except
hot-rolled and cold-rolled coil grade 316 with the highest price point on February 2023. The
increase in Asian stainless steel prices was mainly attributed to the increase in stainless steel
demand resulting from global economic recovery and rising raw material prices (particularly nickel
for austenitic stainless steel grades). Additionally, the stainless steel supply chain was disrupted
arising from containment measures due to the COVID-19 pandemic. After April 2022, Asian
stainless steel prices began to decline, before increasing from December 2022 onwards up to
February 2023. This increasing trend was mainly due to rising demand from China following the
relaxation of China’s border restrictions, rising molybdenum prices that affected the stainless steel
grade 316 the most, as well as the ongoing Russia-Ukraine conflict. In March 2023, Asian stainless
steel prices remained at high levels despite the prices starting to decline. (Source: IMR Report).
All operators that use stainless steel as an input material would also be equally affected.
A prolonged increase in the market prices of stainless steel may reduce demand for stainless steel
products, which may consequently have an adverse effect on our financial performance and
prospects. If fabricators, manufacturers, construction companies and other categories of
customers who currently purchase stainless steel products from us are unable to pass on the price
increase to their customers, they may seek alternative materials (such as aluminium, carbon steel
and metal products with chrome plating) instead of stainless steel and reduce their purchases of
stainless steel products from us. Stainless steel has desirable properties, including corrosion
resistance and strength, which means that not all customers will be able to find suitable alternatives
to stainless steel. While we also supply plates, sheets, coils, pipes, bars and angles made of other
metals, most of them are not suitable substitutes for stainless steel for our customer’s
requirements.
A sharp decrease in the market prices of stainless steel may result in a situation whereby the
prevailing prices that our customers are willing to pay are lower compared to our average purchase
costs for the corresponding products in our inventory. If we choose not to sell the stainless steel
products, it may result in our customers purchasing them from other suppliers. If we choose to sell
the stainless steel products at lower prices, it may result in low profit or losses from the sale.
As such, there is no assurance that fluctuations in stainless steel prices may not adversely affect
our business operation and financial performance.
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9. RISK FACTORS (Cont’d)
9.1.2 We do not have long-term contracts with our customers and as such there is no assurance
of continuing purchases from our customer base
We do not have long-term contracts with any of our customers for all of our trading, manufacturing
and processing business activities. We supply goods to our customers based on purchase orders,
as is common in our industry. As we do not have long-term contracts with our customers, there
can be no assurance that our customers will continue to purchase stainless steel and other
products from us. If a significant number of customers stop purchasing from us and we are unable
to replace them promptly, it may have an adverse effect on our financial performance and
prospects.
Although we have been dealing with three out of our top five customers have been for 10 years or
more, and we have a total of approximately 3,600 active customers in 12 countries (including
Malaysia) for FYE 2022, there is no assurance that we can continue to maintain the relationship
with our customers or continue to grow our customer base in the future and the failure to do so
may adversely affect our business and financial performance.
9.1.3 We face various business risks associated with our reliance on imports of stainless steel
as well as other materials
For the FYE 2020, FYE 2021 and FYE 2022, our purchases of stainless steel products mainly
plates, sheets, coils and bars from domestic and foreign countries represented 83.4%, 85.1% and
83.8% of our total purchases respectively.
We are dependent on foreign countries for stainless steel products. Our purchases of stainless
steel products from foreign countries amounted to RM124.5 million (91.2% of total purchases of
stainless steel products), RM176.6 million (95.4%) and RM219.3 million (99.9%) for the FYE 2020,
FYE 2021 and FYE 2022 respectively.
There is no production of hot-rolled products in Malaysia, and all hot-rolled products are imported.
(Source: IMR Report). Consequently, the stainless steel industry in Malaysia, including our Group,
is dependent on imports for the supply of primary and hot-rolled stainless steel products including
plates, sheets, coils and bars.
Any interruption in the supply of stainless steel products such as plates, sheets, coils and bars
from foreign countries may adversely affect our business. If our inventory of stainless steel
products is depleted, it may cause delays in fulfilling customers’ purchases of trading items, and
disrupt our manufacturing and processing activities. In addition, our dependency on imported
materials may expose us to the risks of increases in shipping rates and stainless steel prices,
adverse foreign exchange rates and other potential supply chain disruptions.
The global supply chain disruption prompted by the COVID-19 pandemic, combined with the US-
China trade war led to higher sea freight rates, which in turn led to higher input prices for global
traders since July 2020. The sea freight rate generally kept increasing from USD1,832/forty-foot
equivalent unit (FEU) on 2 January 2020 to USD10,377/FEU on 23 September 2021, recording a
growth of 466.4% within this period. Following the gradual relaxing of containment measures in
various countries, the sea freight rate declined by 83.5% to USD1,709/FEU on 13 April 2023. The
falling freight rates were mainly due to the easing supply of empty containers, falling global trading
demand amid global uncertainties, continuing Russia-Ukraine conflict, inflationary pressures and
tightening in global financial conditions. (Source: IMR Report)
In light of the above, there can be no assurance that we will not be negatively affected by, among
others, a shortage of supply, increases in sea freight rates and stainless steel prices, adverse
foreign exchange rates and other supply chain disruptions that may adversely affect our business
operations and financial performance.
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9.1.4 Our planned new business of producing cold-rolled stainless steel coils may not be
successful or profitable
As part of our business strategy, we intend to produce cold-rolled stainless steel coils from hot-
rolled stainless steel coils. The estimated cost of the reconditioned cold-rolling line including an
annealing furnace is RM[●] million (including installation, testing and commissioning), all of which
will be financed by a combination of internally generated funds and bank borrowings. We are
currently purchasing cold-rolled stainless steel coils for our business operations from third-party
suppliers. With the establishment of the stainless steel cold rolling line, we intend to use the cold-
rolled stainless steel coils that we produce in-house for our trading business, as well as input
materials for our pipe manufacturing and processing business activities.
In 2021, TSA Industries entered into sales contracts to purchase a reconditioned cold-rolling line
including an annealing furnace. Subsequently in 2022, our subsidiary, TSA Industries acquired the
Semenyih Land measuring approximately 435,615 sq. ft. with the intention of constructing the
Semenyih Manufacturing Premises to house the stainless steel cold rolling line. In 2023, we
incorporated Asia Inox, our subsidiary which will install, commission, engage experience technical
personnel to operate and produce cold-rolled stainless steel coils. As at the LPD, we have
submitted plans for the construction of the Semenyih Manufacturing Premises to authorities. Asia
Inox will enter into a lease agreement with TSA Industries to utilise the Semenyih Manufacturing
Premises to set-up as well as operate the cold-rolling line including the annealing furnace.
The stainless steel cold-rolling line and annealing furnace will be installed at the Semenyih
Manufacturing Premises (which will also include an office, production area and workers’ hostels)
upon the completion of construction by the first quarter of 2025. The estimated cost of constructing
the Semenyih Manufacturing Premises is RM[●] million, of which RM[●] million will be financed by
internally generated funds and bank borrowings and RM[●] million from our IPO proceeds.
As at the LPD, we have also paid part of reconditioned cold-rolling line, and some of the machinery
and equipment are already in our possession held in storage in Selangor, Malaysia. Please refer
to Section 12.3.13 (xiii) of this Prospectus for further details on capital commitments in relation
to the establishment of the stainless steel cold-rolling line and the Semenyih Manufacturing
Premises.
We do not have any experience in operating a stainless steel cold-rolling line to produce cold-rolled
stainless steel coils, which will be a new business activity for us. As Asia Inox does not have any
track record in setting-up and operating a stainless steel cold-rolling line, it will rely solely on the
technical personnel that it engages. There are risks that our new business activity of producing
cold-rolled stainless steel will not materialise according to our plan or be profitable due to, among
- delays in the construction of the Semenyih Manufacturing Premises;
- delays in setting-up and commissioning the cold-rolling line;
- product quality issues due to the reconditioned machinery and equipment as well as our
inexperience in operating a cold-rolling line;
- breakdowns of our reconditioned machinery and equipment resulting in increased repair
and maintenance costs as well as delays and interruptions in production;
- increase in expenses such as costs of electricity for operating the cold-rolling line and the
annealing furnace;
- failure to secure sufficient customers for our cold-rolled stainless steel coils due to among
others our lack of track record;
- adverse foreign exchange rates as we have to import hot-rolled stainless steel coils as
input materials or if we were to sell the cold-rolled stainless steel coils to customers in
foreign countries;
- unfavourable market conditions which may affect the demand for our cold-rolled stainless
steel coils;
- adverse changes in government policies, regulations, duties and tariffs; and
- reliance on external technical expertise to set-up and operate the stainless steel cold-
rolling line.
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There is no assurance that we will be able to successfully implement our business strategy of
setting-up and operating the cold-rolling line or if it is profitable. Any failure or delay in the
implementation of any of our strategies and plans may adversely affect our financial
performance.
9.1.5 We may incur high holding costs and have to write down the value of our inventory if we
do not manage our inventory prudently
The nature of our business requires us to purchase and keep a substantial and varied stock of
stainless steel and other products so that we can fulfil our customer’s purchase orders quickly from
our inventory, without having to place orders with suppliers, especially from foreign countries. The
requirements of our customers may be difficult to predict as we have a large and diverse customer
base, and we do not have long-term contracts with our customers. In addition, stainless steel is
generally more expensive compared to carbon steel. For the FYE 2020, FYE 2021 and FYE 2022,
our inventories amounted to RM63.2 million, RM79.0 million and RM82.6 million respectively, and
our inventory turnover periods were 133 days, 120 days and 106 days respectively.
The longer our stock remains unsold, the higher our holding costs of inventory. If we fail to
anticipate the needs of our customers or if we manage our inventory levels inefficiently, we may
accumulate large amounts of slow-moving or obsolete inventory. If we fail to store our inventory
properly, they may be damaged. As such, we may be required to make provisions for or write
down the value of slow-moving, obsolete or damaged inventory or to write down our inventories
to the net realisable values, which would have an adverse effect on our profitability. In addition,
inefficient management of our inventory may lead to operating cash flow shortages and this
may adversely affect our business operations and financial performance.
Our inventories written down amounted to RM0.9 million for the FYE 2021 and RM0.4 million
for the FYE 2022. There were no inventories written down for the FYE 2020. However, there
can be no assurance that the steel prices will not fluctuate which may subject us to an
exceptional write down in the carrying amount of our inventories to the net realisable values
which in turn may have material and adverse effects on our financial performance nor can we
provide any assurance that we will continue to be able to manage our inventory effectively in
the future.
9.1.6 We are exposed to credit risks from some of our customers
We are exposed to credit risks from customers that we have extended credit. During the Financial
Years Under Review and as at the LPD, the normal credit terms that we extend to qualified
customers range from 30 days to 120 days, while other customers are required to pay upon
delivery. For the FYE 2020, FYE 2021 and FYE 2022, our trade receivables turnover period was
93 days, 73 days and 64 days, respectively.
A deterioration of our customer’s business performance may adversely affect their ability to pay us
promptly for goods that we have supplied, which in turn may adversely affect our cash flow and
profitability. If customers fail to pay us within the stipulated credit period or fail to pay us at all, we
may be required to make an allowance for impairment losses to our trade receivables or write off
bad debts, either of which would have an adverse effect on our financial performance.
For the FYE 2020, FYE 2021 and FYE 2022 there were impairment losses of our trade receivables
amounting to RM0.2 million, RM1.9 million and RM0.6 million respectively. For further information
on impairment losses on trade receivables, please refer to Note 11 of the Accountant’s Report
and Section 12.3.10 of this Prospectus.
There can be no assurances that additions to the allowance for impairment losses to our trade
receivables and bad debts written off will not be significant or increase in the future.
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9.1.7 We may be exposed to unfavourable foreign currency exchange rates
Our combined financial statements are presented in RM, which is TSA Group’s functional and
presentation currency. The individual financial statements of each entity in our Group are
presented in the currency of the primary economic environment in which the entity operates,
which is their functional currency. The functional and presentation currency of TSA Industries,
TSA Pipes and Mitra Bintang is in RM, and the functional and presentation currency of TSA
Singapore is in SGD.
The breakdown of our revenue and purchases transacted in RM and foreign currencies during
the Financial Years Under Review is summarised in the following table:
FYE 2020 FYE 2021 FYE 2022
RM‘000 % RM‘000 % RM‘000 %

REVENUE
RM 183,038 78.0 237,780 78.6 294,780 82.5
Foreign Currencies 51,590 22.0 64,913 21.4 62,491 17.5
SGD 22,286 9.5 33,940 11.2 43,498 12.2
USD 29,304 12.5 30,973 10.2 18,993 5.3
Total Revenue 234,628 100.0 302,693 100.0 357,271 100.0
PURCHASES
RM 24,473 14.9 32,019 14.7 13,044 5.0
Foreign Currencies 139,300 85.1 185,407 85.3 248,797 95.0
SGD 1,188 0.7 1,431 0.7 1,722 0.7
USD 138,112 84.4 183,976 84.6 247,075 94.3
Total Purchases 163,773 100.0 217,426 100.0 261,841 100.0
Based on the above, we are exposed to foreign currency exchange gains or losses arising from
timing differences between our billings, actual receipt of payments and conversion/translation
into RM, as well as when our assets, liabilities, revenue and earnings are recorded by our
subsidiary company in Singapore is translated from SGD into RM for financial reporting and
repatriation purposes.
significant proportion of our foreign purchases are denominated in USD, including purchases
of stainless steel and other metal products. Fluctuations in foreign currency exchange rates
between the RM and foreign currencies, namely USD and SGD, may have a material effect on
our reported income and expenses, as they are stated in RM in our combined and consolidated
financial statements. An unfavourable foreign exchange rate will also increase the costs of
purchasing materials that are denominated in the affected foreign currencies.
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A weak RM relative to the currencies of our imports would result in higher purchase prices in RM
terms, which may reduce demand for our products and thus affect our business operations and
financial performance. In addition, if we purchased imported materials when the RM was weak
compared to the import currencies, and subsequently the RM strengthens, the average price of
our stock may be higher compared to our competitors who purchased when the RM was stronger.
This may result in our prices being less competitive compared to our competitors.
We may also face foreign currency exchange risks for our export sales, which are denominated
in USD. A strong RM relative to USD would result in lower revenue in RM for export sales
denominated in USD, which may affect our results of operations which are reported in RM.
As we are unable to ascertain the future movements of foreign exchange rates, any significant
adverse fluctuations in foreign exchange rates, particularly the USD and SGD relative to RM,
may have a significant negative impact on our financial condition and the results of operations.
While foreign currency exchange rate fluctuations have not had a material effect on our financial
performance during the Financial Years Under Review, there can be no assurance that we will
not be adversely affected in the future.
9.1.8 We are dependent on our directors and key management team
We are dependent on the experience, expertise, technical knowledge and contributions of our
Group Managing Director, Chew Kuan Fah, our Executive Directors, Chew Yik Wai and Ng Kim
Liang in guiding the overall growth and development of our Group. We are also dependent on
our key senior management team for the experience, expertise and technical knowledge in their
respective areas of responsibility, namely Loh Pei Ling, our General Manager & Head of
Procurement, Tan Bee Hong, our Head of Finance, Lai Hoi Lian, our Head of Human
Resources, Low Chan Kheun, our Head of Engineering Production & Services, and Wong Foot
Nam, our Head of Sales Administration & Logistics.
Although we have a management succession plan to groom and promote the lower and middle
management staff to gradually assume some of the responsibilities of the senior management
team to ensure continuity in management, there is no assurance that our business operations
and the implementation of our business strategies will not be adversely affected if we lose the
services of one or more of the Directors or key senior management and are unable to engage
a suitable replacement promptly. For further information on the profiles of our Directors and key
senior management team, please refer to Sections 5.1.2 and 5.4.3 of this Prospectus.
9.1.9 We are required to comply with health, safety and environment (HSE) laws and regulations
and any breaches may result in the suspension of our operations and/or incur penalties
We are required to comply with the relevant HSE laws and regulations that apply to our operational
facilities, including our main warehouse and manufacturing facility in Balakong, Selangor, and our
offices and warehouses in Malaysia and Singapore. Our manufacturing facilities deal with
machinery involved in forming, welding, polishing as well as cutting, while our trading, polishing
and warehousing activities involve lifting machinery such as cranes and forklifts. Many of these
operations are subjected to various HSE laws and regulations. These HSE laws and regulations
are concerned with, among others, the occupational health and safety of our employees and
contract workers as they perform their jobs and the effect of the work that we carry out on the
surrounding environment.
Accidents at our operational facilities that result in injury or harm to our employees and contract
workers, as well as failure to comply with the relevant HSE laws and regulations, may result in
suspension or restrictions placed on our work as well as possibly incurring penalties. These could
disrupt the day-to-day operations and result in delays or failure to fulfil customer orders. Accidents
and/or failure to comply with the relevant HSE laws could result in administrative or legal actions
taken against us by affected employees, contract workers, customers and/or regulatory authorities.
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During the Financial Years Under Review and as at the LPD, there were no material injuries or
harm that affected our employees or contract workers or breach or failure to comply with the
relevant HSE laws and regulations that resulted in any of the negative consequences listed above.
Nevertheless, there can be no assurance that injury or harm to our employees or contract workers,
or breach or failure to comply with relevant HSE laws and regulations, will not occur in the future.
9.1.10 Our insurance coverage may not cover all losses or liabilities that may arise from our
business operations
Carrying out our business operations at our operational facilities involves risks and hazards
including, but not limited to, workplace and other accidents, wilful property damage, theft, fire, flood
and other natural disasters. To protect against various losses and liabilities, we generally maintain
insurance coverage for our operational facilities. We maintain insurance coverage for, among
others, fire, burglary, goods in transit and public liability arising from our business operations and
group term life, group hospitalisation and surgical for our employees. We may incur losses or
liabilities that exceed our policy limits or that are not covered by our insurance, which may have an
adverse effect on our business operations and financial performance.
All of our insurance coverage is subject to periodic renewal, which may involve changes in the
insurance premium, terms and policy limits. If there is a significant increase in the premium on our
insurance coverage, we may incur higher costs to maintain our insurance coverage at the same
level or we may have to reduce the level of our insurance coverage. There is also a risk that we
are unable to renew or replace our insurance coverage when they expire. The occurrence of any
of these events may have an adverse effect on our business operations and financial performance.
9.1.11 Our business operations and financial performance may be disrupted by contagious or
virulent diseases
Our business and financial performance are subject to disruptions caused by any contagious
or virulent diseases such as COVID-19 pandemic. On 11 March 2020, the World Health
Organisation declared COVID-19 a pandemic. Our business operations were disrupted during
the MCO where our business operations was temporarily suspended during 18 March 2020 up
to 5 May 2020. We resumed our operations on 16 April 2020 pursuant to a written
acknowledgment from MITI dated 16 April 2020. Our Singapore operations were classified
under the essential sector and we were allowed to continue our business operations during the
circuit breaker lockdown period from 7 April 2020 to 1 June 2020. Our Singapore operations
were operating at reduced workforce capacity of 50% between 10 April 2020 and 5 May 2020.
Although the COVID-19 pandemic did not materially affect our total revenue in FYE 2021 or
FYE 2022, there is no assurance that our business activities will not be materially affected by
similar pandemics or virulent diseases in the future.
9.1.12 We are subject to regulatory requirements for our business operations
Our business is subject to various laws, rules and regulations. Please refer to Section 7.22 of
this Prospectus for the list of our major approvals, licences and permits obtained by our Group.
Our major approvals, licences and permits are subject to compliance with the relevant
conditions, laws and regulations under which they were issued. In the event of non-compliance,
these approvals, licences and permits may be revoked or may not be renewed upon expiry.
As at the LPD, save as disclosed in Section 7.22 of this Prospectus, our Group has complied
with the conditions imposed on all our major approvals, licences and permits from various
government authorities.
Further, the relevant government authority may take action by issuing warnings, imposing
penalties, suspension, additional conditions or restrictions and/or revoking the approvals,
licences or permits, against us for any breach or non-compliance. Any revocation or failure to
obtain, maintain or renew any of the approvals, licences or permits may materially and
adversely affect our business operations and financial performance.
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In addition, we may be required to comply with further and/or stricter requirements if there are
changes to applicable laws, regulations or policies in Malaysia or Singapore. This may affect
our business operations and financial performance if we are unable to comply with the new
laws, regulations or policies.
According to Section 3(1) of the ICA 1975, manufacturing companies with shareholders’ funds
of RM2.50 million and above or employing 75 or more full-time paid employees are required to
have a manufacturing licence. Section 3(2) of the ICA 1975 provides that failure to comply with
Section 3(1) of the ICA 1975 is an offence and on conviction, the offender is liable to a fine not
exceeding RM2,000 or to a term of imprisonment not exceeding 6 months and a further fine not
exceeding RM1,000 for every day during which such default continues. We had in the past,
experienced non-compliance with Section 3(1) of the ICA 1975, which has since been rectified.
Please refer to Notes (1) and (2) in Section 7.22 of this Prospectus for further details.
Pursuant to Section 19(1) of the FMA 1967, no one shall operate any machinery in respect of
which a certificate of fitness is prescribed unless there is a valid certificate of fitness. According
to Regulation 10(1) of the Factories and Machinery (Notification, Certificate of Fitness and
Inspection) Regulations 1970, the owner of a hoisting machine (other than a hoisting machine
driven by manual power) must hold a valid certificate of fitness so long as the machinery
remains in service. Non-compliance with the aforementioned provision of laws is an offence
under section 19(6) of the FMA 1967 and on conviction, the offender is liable to a fine not
exceeding RM150,000 or to imprisonment for a term not exceeding 3 years or to both. We had
in the past, experienced non-compliances with Section 19(1) of the FMA 1967, which have
since been rectified. Please refer to Section 7.26.1(vi) of this Prospectus for further details.
Pursuant to the Licensing of Trades, Businesses and Industries (Johor Bahru City Council) By-
Laws 2016, any person using any place or premise in the local area of the Johor Bahru City
Council for any activity of trade, business and industry without a valid licence commits an
offence and may, upon conviction, be fined not exceeding RM2,000 or imprisonment for a term
not exceeding one year or both. We had in the past, experienced non-compliance with the
Licensing of Trades, Businesses and Industries (Johor Bahru City Council) By-Laws 2016,
which has since been rectified. Please refer to Note (4) in Section 7.22 of this Prospectus for
further details.
The SDBA 1974, Kota Kinabalu By-laws and Sarawak Ordinance regulate, amongst others, the
occupation of buildings and uniformity of local government matters relating to street, drainage
and buildings. Pursuant to the SDBA 1974, any person who occupies or permits to be occupied
any building or any part thereof without a certificate of completion and compliance shall be liable
on conviction to a fine not exceeding RM250,000 or to imprisonment for a term not exceeding
10 years or both. Pursuant to the Kota Kinabalu By-Laws, any person who occupies or permits
to be occupied any building or any part thereof without an occupation certificate, shall be guilty
of an offence and shall on conviction be liable to a fine not exceeding RM5,000 and, in the case
of a continuing offence shall be liable to a fine not exceeding RM100 for every day during which
such offence is continued. Pursuant to the Sarawak Ordinance, any person who occupies or
permits to be occupied any building or any part thereof without an occupation permit shall be
liable on conviction to a fine not exceeding RM10,000 and, in the case of a continuing offence
to a further fine not exceeding RM300 for every day during which such offence is continued.
We had in the past, experienced non-compliances with the SDBA 1974, Kota Kinabalu By-laws
and Sarawak Ordinance respectively in relation to properties which were rented by our Group,
which have since been rectified. Please refer to Notes (1) to (6) in Section 7.24.2 of this
Pursuant to the EMSHAA 1990, no accommodation shall be provided to an employee unless

certified with a Certificate for Accommodation. An employer who contravenes this requirement
commits an offence and shall, on conviction, be liable to a fine not exceeding RM50,000. We
had in the past, experienced non-compliance with the EMSHAA 1990 in relation to our foreign
workers’ accommodations, which has since been rectified. Please refer to 7.26.1(viii) of this
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As at the LPD, we have not been fined or issued with any notice of non-compliance from the
relevant authorities in relation to the non-compliances stated above.
9.1.13 Potential liability of TSA Industries for breach of coal contract dated 7 July 2020 (“Coal
Contract”)
During FYE 2020, we ventured into coal trading and TSA Industries, together with a shipper
(“Shipper”), agreed to sell steam coal to a buyer (“Buyer”) pursuant to the terms of the Coal
Contract. TSA Industries was required to provide a bank guarantee in the amount USD48,910
in favour of the Buyer to guarantee the performance of TSA Industries’ and the Shipper’s
(collectively referred to as the “Sellers”) obligations under the Coal Contract (“Bank
Guarantee”).
In order to fulfil its contractual obligations under the Coal Contract, TSA Industries, through its
former subsidiary, TSA Coal Trade Sdn Bhd (“TSA Coal”), had, on 15 July 2020, entered into
a joint operation agreement with a coal supplier (“Supplier 1”) for the supply of coal to TSA
Industries and TSA Coal. TSA Coal was a subsidiary of TSA Industries until 10 May 2022.
However, the Supplier 1 did not fulfil its obligations to supply and deliver coal although TSA
Industries had, based on the Supplier 1’s instructions, made payments to the Shipper in
accordance with the joint operation agreement.
On 8 November 2020, TSA Industries entered into another contract with another coal supplier
(“Supplier 2”) whereby Supplier 2 had agreed to sell and deliver steam coal to TSA Industries.
However, the Supplier 2 did not fulfil its obligations to supply coal although TSA Industries had
made payments to the Supplier 2 in accordance with the contract.
As a result of the non-fulfilment of the obligations of the Supplier 1 and Supplier 2 under the
respective contracts set out above, TSA Industries could not deliver any coal to the Buyer and
the letters of credit issued by the Buyer for USD2,349,000 subsequently expired. TSA Industries
did not receive any payments from the Buyer under the Coal Contract.
On 8 February 2021, the Buyer made a written demand to the bank for the sum of USD48,910
pursuant to the Bank Guarantee. On 16 February 2021, TSA Industries had authorised the bank
to debit its bank account for the sum of USD48,910 in accordance with the Bank Guarantee.
Notwithstanding that the Buyer has called on the Bank Guarantee, there is an inherent risk that
the Buyer may seek to claim for damages for TSA Industries’ breach of the Coal Contract
notwithstanding that it was the Shipper who caused the non-delivery. Moreover, there is no
limitation of liability provision under the Coal Contract.
As at the LPD, save for the call on the Bank Guarantee by the Buyer, we have not received any
claim by the Buyer.
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9.2 RISKS RELATING TO OUR INDUSTRY
9.2.1 We are subject to economic, social, political, regulatory and pandemic risks in the countries
in which we operate
Economic, social, political and regulatory developments in the countries including Malaysia and
Singapore could have a materially adverse effect on our business operations, financial
performance and growth prospects. These include, but are not limited to, the occurrence of war,
virulent diseases, civil war, rebellion or civil disobedience, changes in political leadership or
system of government, changes in the economy, interest rate, taxation, trade, corporate
ownership or investment policies, foreign exchange and profit repatriation policy, nationalisation
or expropriation, and global, regional or domestic economic recession or slowdown. Our
business operations, financial performance and growth prospects may also be affected if
economic activities are affected by measures implemented to control the spread of COVID-19
or other diseases.
These events are beyond our control, and the occurrence of one or more of these events may
have an adverse effect on our business operations, financial performance and growth
prospects.
9.3 RISKS RELATING TO OUR SHARES
9.3.1 There has been no prior market for our Shares
Prior to our Listing, there has been no public market for our Shares. Hence, there is no
assurance that upon Listing, an active market for our Shares will develop, or, if developed, that
such market can be sustained. The IPO Price was determined after taking into consideration a
number of factors including but not limited to our business strategies and our financial and
operating history.
There can be no assurance that the IPO Price will correspond to the price at which our Shares
will trade on the ACE Market upon our Listing and the market price of our Shares will not decline
below the IPO Price.
9.3.2 The trading price and volume of our Shares upon Listing may be volatile
The performance of Bursa Securities is very much dependent on external factors such as the
performance of the regional and world bourses and the inflow or outflow of foreign funds.
Sentiment is also largely driven by internal factors such as economic and political conditions of
the country as well as the growth potential of the various sectors of the economy. These factors
invariably contribute to the volatility of trading volumes witnessed on Bursa Securities, thus
adding risks to the market price of our listed Shares.
In addition, the market price of our Shares may be highly volatile and could fluctuate significantly
and rapidly in response to, among others, the following factors, some of which are beyond our
control:
(i) material variations in our results and operations;
(ii) success or failure in our management team in implementing business and growth
strategies;
(iii) changes in securities analysts’ recommendations, perceptions or estimates of our

financial performance;
(iv) changes in conditions affecting our industry, the prevailing local and global economic
conditions or stock market sentiments or other events or factors;
(v) additions or departures of key senior management;

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(vi) fluctuations in stock market prices and volumes; or
(vii) involvement in claims, litigation, arbitration or other form of dispute resolution.
9.3.3 Our Promoters will be able to exert significant influence over our Company as they will
continue to hold majority of our Shares after the IPO
As disclosed in Section 5 of this Prospectus, our Promoters will directly and indirectly
collectively hold in aggregate 75% of our enlarged issued share capital upon Listing. As a result,
they will be able to, in the foreseeable future, effectively control the business direction and
management of our Group. They may also be able to influence the outcome of certain matters
requiring the vote of our shareholders, unless they are required to abstain from voting either by
law and/or by the relevant guidelines or regulations. For instance, due to the Promoters’
collective shareholding, unless the Promoters are required to abstain from voting either by law
and/or by the relevant guidelines or regulations, where the Promoters vote in favour of ordinary
resolutions which require a simple majority approval, their voting in favour will result in the
ordinary resolutions being passed, or in the instance of special resolutions which require at
least a majority of 75% shareholders’ approval, if they vote in favour they will be able to
influence the passing and approval of these resolutions at a general meeting. Conversely, if the
Promoters vote against such resolutions, such resolutions would not be able to be passed.
9.3.4 There may be a potential delay to or cancellation of our Listing
The occurrence of any one or more of the following events, which is not exhaustive, may cause
a delay in or cancellation of our Listing:
(i) the MITI approved Bumiputera investors fail to acquire the Shares allocated to them
under the Public Issue;
(ii) our Sole Underwriter exercising their rights pursuant to the Underwriting Agreement to
discharge themselves from its obligations thereunder;
(iii) the revocation of approvals from the relevant authorities for the Listing and/or admission
for whatever reason; or
(iv) we are unable to meet the public shareholding spread requirement of the Listing
Requirements, i.e. at least 25% of our issued share capital for which listing is sought
must be held by a minimum number of 200 public shareholders holding not less than
100 Shares each at the point of our Listing.
Where prior to the issuance and allotment of our IPO Shares:
(i) the SC issues a stop order pursuant to Section 245(1) of the CMSA, the applications
shall be deemed to be withdrawn and cancelled and our Company and the Offerors,
shall repay all monies paid in respect of the applications for our IPO Shares within 14
days of the stop order, failing which the Company and Offerors shall be liable to return
such monies with interest at the rate of 10% per annum or at such other rate as may
be specified by the SC pursuant to Section 245(7)(a) of the CMSA; or
(ii) our Listing is aborted, investors will not receive any of our IPO Shares, all monies paid
in respect of all applications for our IPO Shares will be refunded free of interest.
190
Where subsequent to the issuance and allotment of our IPO Shares:
(i) the SC issues a stop order pursuant to Section 245(1) of the CMSA, any issue of our
IPO Shares shall be deemed to be void and all monies received from the applicants
shall be forthwith repaid and if any such money is not repaid within 14 days of the date
of service of the stop order, the Company and Offerors shall be liable to return such
monies with interest at the rate of 10% per annum or at such other rate as may be
specified by the SC pursuant to Section 245(7)(b) of the CMSA; or
(ii) our Listing is aborted other than pursuant to a stop order by the SC, a return of monies
to our shareholders could only be achieved by way of a cancellation of share capital as
provided under the Act and its related rules. Such cancellation can be implemented by
either:-
(a) the sanction of our shareholders by special resolution in a general meeting,

consent by our creditors (unless dispensation with such consent has been
granted by the High Court of Malaya) and the confirmation of the High Court of
Malaya, in which case there can be no assurance that such monies can be
returned within a short period of time or at all under such circumstances; or
(b) the sanction of our shareholders by special resolution in a general meeting

supported by a solvency statement from the directors.
9.3.5 Forward-looking statements in this Propsectus may not be achievable
This Prospectus contains forward-looking statements. All statements, other than statements of
historical facts, included in this Prospectus, including, without limitation, those regarding our
financial position, business strategies, prospects, plans and objectives of our Group for future
operations are forward-looking statements. Such forward-looking statements are made based
on numerous assumptions regarding our present and future business strategies and the
environment in which we will operate in the future. Such factors include, among others, general
economic and business conditions, competition, the impact of new laws and regulations
affecting our industry and government initiatives. Forward-looking statements can be identified
by the use of forward-looking terminologies such as the words “may”, “will”, “would”, “could”,
“believe”, “expect”, “anticipate”, “intend”, “estimate”, “aim”, “plan”, “forecast” or similar
expressions and include all statements that are not historical facts.
Such forward-looking statements involve known and unknown risks, uncertainties and other
factors, including COVID-19 related factors, risks and challenges, which may cause our actual
results, performance or achievements of our Group, or industry results, to be materially different
from any future results, performance, achievements or industry results expressed or implied by
such forward-looking statements. In light of these uncertainties, the inclusion of such forward-
looking statements in this Prospectus should not be regarded as a representation or warranty
by us or our advisers that such plans and objectives will be achieved.
191
10. RELATED PARTY TRANSACTIONS
10.1 RELATED PARTY TRANSACTIONS
Pursuant to the Listing Requirements, subject to certain exemptions, a “related party transaction” is a transaction entered into by a listed issuer or its
subsidiaries involving the interest, direct or indirect, of a related party. A “related party” is defined as a director, major shareholder or person connected with
such director or major shareholder (including a person who is or was a director or major shareholder within the preceding 6 months before the transaction
was entered into). “Major shareholder” means a shareholder with a shareholding of 10% or more (or 5% or more where such person is the largest shareholder
in the company) of all the voting shares in the company.
10.1.1 Material related party transactions entered into by our Group
Save for the Acquisition of TSA Industries and as disclosed below, our Group has not entered into any related party transactions for the Financial Years
Under Review and for the subsequent financial period up to the LPD:
(a) Related party transactions carried out on arm’s length basis
Transaction value
1 January 2023 up
Transacting FYE 2020 FYE 2021 FYE 2022 to the LPD
No. parties Nature of relationship Nature of transaction RM’000 % RM’000 % RM’000 % RM’000 %
1. Buyers: KVC Chew Kuan Fah, Chew Yik Disposal of 100,000 - - - - 286 0.2(1) - -
Corporation, Wai and Ng Kim Liang are ordinary shares in Mitra
Chen Siew our Directors, Promoters and ACNC, representing 100%
Chong @ Chin substantial shareholders. equity interest in Mitra
Siew Chong, ACNC, by TSA Industries to
Chew Kuan KVC Corporation, which KVC Corporation, Chen
Fah, Chew Yik owns 51% of the total issued Siew Chong @ Chin Siew
Wai, Ng Kim ordinary share capital of KVC Chong, Chew Kuan Fah,
Liang and Loh Properties, is our substantial Chew Yik Wai, Ng Kim
Pei Ling shareholder. Chen Khai Voon Liang and Loh Pei Ling for
who is a director and a total cash consideration of
Seller: TSA shareholder of KVC RM286,311.14.
Industries Corporation, is also our
shareholder.
192
10. RELATED PARTY TRANSACTIONS (Cont’d)
Transaction value
1 January 2023 up
2. Buyer: Ebest Chew Kuan Fah, Chew Yik Disposal of 100,000 - - - - 72 0.1(1) - -
Alliance Wai and Ng Kim Liang who ordinary shares in TSA
are directors and Coal Trade Sdn Bhd (“TSA
Seller: TSA shareholders of Ebest Coal”), representing 100%
Industries Alliance, are our Directors, equity interest in TSA Coal,
Promoters and substantial by TSA Industries to Ebest
shareholders. Alliance for a total cash
consideration of
RM71,586.78
3. Buyer: Ebest Chew Kuan Fah, Chew Yik Disposal of 181,500 - - - - 0.001 #(1) - -
Alliance Wai and Ng Kim Liang who ordinary shares in TSA
are directors and Mineral Resources Sdn
Seller: TSA shareholders of Ebest Bhd (“TSA Mineral”),
Industries Alliance, are our Directors, representing 100% equity
Promoters and substantial interest in TSA Mineral, by
shareholders. TSA Industries to Ebest
Alliance for a total cash
consideration of RM1.00.
4. Buyer: Chew Kuan Fah and Ng Kim Disposal of a piece of - - - - 7,200 4.9(1) - -
Decolive Liang are directors and agriculture land held under
Home Sdn shareholders of Decolive. GRN 70294 Lot 2049,
Bhd Chew Yik Wai is a Mukim Lenggeng, Daerah
shareholder of Decolive. Seremban, Negeri
Seller: TSA Chew Kuan Fah, Chew Yik Sembilan by TSA Industries
Industries Wai and Ng Kim Liang are to Decolive for a total cash
our Directors, Promoters and consideration of
substantial shareholders. RM7,200,000.
KVC Corporation is a (This is a one-off

shareholder of Decolive and transaction)
Chen Khai Voon is an indirect
shareholder of Decolive (via
his direct shareholding in
KVC Corporation). KVC
193
Transaction value
1 January 2023 up
Corporation, which owns
51% of the total issued
ordinary share capital of KVC
Properties, is our substantial
shareholder. Chen Khai Voon
is our Promoter and
substantial shareholder.
5. TSA Industries Chen Khai Voon is a major Sale of industrial hardware 105 #(2) 43 #(2) 48 #(2) 12 #(2)
and Genetec shareholder of Genetec to Genetec
Technology holding 90,268,300 shares
Berhad (12.0%) and indirectly holds
(“Genetec”) 46,740,200 shares (6.2%)
through KVC Corporation.
KVC Corporation is a person

TSA Industries connected to Chen Khai Sale of industrial hardware 18 #(2) 195 0.1(2) 143 #(2) 24 #(2)
and CLT Voon, a major shareholder of products to CLT
Engineering Genetec and our Promoter
Sdn Bhd and substantial shareholder
(“CLT”), a (via his direct shareholding in
subsidiary of KVC Corporation and indirect
Genetec shareholding in KVC
Properties). KVC Properties
is our Promoter and
194
Transaction value
1 January 2023 up
6. TSA Industries Chen Khai Voon who is a Sale of industrial hardware 232 0.1(2) 92 #(2) 292 0.1(2) 29 #(2)
and KVC director and indirect products to KVC Industrial
Industrial shareholder of KVC Industrial
(via his indirect shareholdings
in Sonepar Malaysia Sdn Bhd
held via his indirect Purchase of industrial 65 #(3) 13 #(3) 31 #(3) 49 0.1(3)
shareholdings in KVC hardware products from
Properties), is our Promoter KVC Industrial
and substantial shareholder.
Sa Chee Peng who is a

director and indirect
shareholder of KVC Industrial
(via his indirect shareholdings
in Sonepar Malaysia Sdn Bhd
held via his indirect
shareholdings in KVC
Properties), is our substantial
shareholder.
KVC Properties which is an

indirect shareholder of KVC
Industrial (via its direct
shareholding in Sonepar
Malaysia Sdn Bhd), is our
shareholder. KVC
Corporation and Synergy Cal
which owns 51% and 49%
respectively of the total
issued ordinary share capital
of KVC Properties, are our
substantial shareholders.
195
Transaction value
1 January 2023 up
7. Mitra Bintang Chew Kuan Fah who was a Rental of part of Lot 3998, 56 #(2) 60 #(2) 15 #(2) - -
and director and shareholder of Jalan 6/2A, Taman Industri
Perniagaan PKSJ, is also our Director, Selesa Jaya, 43300
dan Promoter and substantial Balakong, Selangor from
Kejuruteraan shareholder. He ceased to be Mitra Bintang by PKSJ for
Sutera Jaya a director of PKSJ on 1 use as office
Sdn Bhd (4) November 2021 and had
(“PKSJ”) disposed of all his shares in
PKSJ on 3 March 2022.
8. TSA Industries Chew Kuan Fah, Chew Yik Rental of B13-8, Tower B, - - - - 10 #(3) 4 #(3)
and Mitra Wai and Ng Kim Liang are Amerin Residence, Jalan
ACNC shareholders of Mitra ACNC. Impian Indah, Taman
Chew Kuan Fah and Ng Kim Impian Indah, 43300 Seri
Liang are directors of Mitra Kembangan, Selangor from
ACNC. Chew Kuan Fah, Mitra ACNC by TSA
Chew Yik Wai and Ng Kim Industries for use as
Liang are our Directors, accommodation for
Promoters and substantial employees/sales staff
shareholders.
KVC Corporation is a
shareholder of Mitra ACNC
and Chen Khai Voon is an
indirect shareholder of Mitra
ACNC (via his direct
shareholding in KVC
Corporation).
Chen Khai Voon is our

shareholder. KVC
Corporation, which owns
51% of the total issued
ordinary share capital of KVC
196
Transaction value
1 January 2023 up
Properties, is our substantial
shareholder.
9. TSA Industries Chew Kuan Fah and Chew Sale of industrial hardware 1,333 0.6(2) 1,696 0.6(2) 780 0.2(2) - -
and Nanyang Yik Wai were indirect products to Nanyang
Hardware Sdn shareholders of Nanyang (via
Bhd(5) their direct shareholdings in
(“Nanyang”) Ebest Alliance). Ebest
Alliance has disposed of all
its shares in Nanyang on 10
May 2022.
Chew Yik Wai has ceased to

Purchase of industrial 6 #(3) 2 #(3) - - - -
hardware products from
be a director of Nanyang on 6
Nanyang
April 2022.
Chew Kuan Fah and Chew

Yik Wai are our Directors,
Promoters and substantial
shareholders.
10. TSA Industries Chew Kuan Fah, Chew Yik Sale of industrial hardware 925 0.4(2) 1,226 0.4(2) 564 0.2(2) - -
and Asia Wai and Ng Kim Liang were products to Asia Oriental
Oriental Metal directors (ceased to be
Sdn Bhd(6) directors on 6 April 2022) of
(“Asia Asia Oriental. Chew Kuan
Oriental”) Fah and Chew Yik Wai were
indirect shareholders of Asia
Oriental (via their direct
shareholdings in Ebest
Alliance). Ebest Alliance had Purchase of industrial 9 #(3) 14 #(3) 1 #(3) - -
disposed of all its shares in hardware products from
Asia Oriental on 10 May Asia Oriental
2022.
197
Transaction value
1 January 2023 up
Chew Kuan Fah, Chew Yik
Wai and Ng Kim Liang are
our Directors, Promoters and
substantial shareholders.
11. TSA Industries Chew Kuan Fah and Chew Rental of No. 21, Jalan 24 #
(2) - - - - - -
and GI Tech Yik Wai were directors 6/2A, Taman Industri
Manufacturing (ceased to be directors on 1 Selasa Jaya, 43300
Sdn Bhd (“GI July 2022) of GI Tech. Chew Balakong, Selangor Darul
Tech”) Kuan Fah and Chew Yik Wai Ehsan from TSA Industries
are indirect shareholders of to GI Tech for use as
GI Tech (via their direct warehouse
shareholdings in Ebest
Alliance). Purchase of industrial 14 #
(3) - - - - - -
hardware products from GI
Chew Kuan Fah and Chew Tech
Promoters and substantial Provision of services by 32 #
(2) - - - - - -
shareholders. TSA Industries to GI Tech
12. TSA Industries Chew Kuan Fah and Chew Sale of industrial hardware 760 0.3(2) 1,506 0.5(2) 838 0.2(2) - -
and United Yik Wai were indirect products to United Allied
Allied shareholders of United Allied
Hardware Sdn (via their direct shareholdings
Bhd(7) (“United in Ebest Alliance). Ebest
Allied”) Alliance had disposed of all
its shares in United Allied on Purchase of industrial 136 0.1(3) 141 0.1(3) 73 #(3) - -
12 July 2022. hardware products from
United Allied
Chew Yik Wai was a director
of United Allied. Chew Yik
Wai has ceased to be a
director of United Allied on 19
May 2022.
198
Transaction value
1 January 2023 up
Chew Kuan Fah and Chew
Promoters and substantial
shareholders.
Notes:
(1) Computed over the Group’s net assets attributable to the owners of the Company for the respective financial years.
(2) Computed over the Group’s revenue for the respective financial years.
(3) Computed over the Group’s cost of sales for the respective financial years.
(4) Ceased to be a related party since 3 March 2022 following the disposal of Chew Kuan Fah’s entire shareholding in PKSJ.
(5) Ceased to be a related party since 10 May 2022 following the disposal of Ebest Alliance’s entire shareholding in Nanyang.
(6) Ceased to be a related party since 10 May 2022 following the disposal of Ebest Alliance’s entire shareholding in Asia Oriental.
(7) Ceased to be a related party since 12 July 2022 following the disposal of Ebest Alliance’s entire shareholding in United Allied.
Our Directors, having considered all aspects of the related party transactions, are of the opinion that all the related party transactions set out in Section
10.1.1(a) above were transacted on arm’s length basis and on normal commercial terms which are not more favourable to the related parties than those
generally available to the public.
199
(b) Related party transactions not carried out on arm’s length basis
Transaction value
1 January 2023
Transacting FYE 2020 FYE 2021 FYE 2022 up to the LPD
1. TSA Chew Kuan Fah and Chew Novation of letters of award - - - - 4,944 3.3(1) - -
Industries, Yik Wai who are directors of concession and the
TSA Mineral and indirect shareholders of Mining Operator (Sand)
and TSA Mineral (via their direct Agreement dated 23
Pengurusan shareholdings in Ebest November 2020 in
Pasir Pahang Alliance), are our Directors, relation to the mining of
Berhad Promoters and substantial sand in the area of 4.047
shareholders. hectares (10 acres) at Sg
Pahang / Pulau Peninjau,
Mukim Pekan, Daerah
Pekan, Pahang (Block 8).
2. TSA Chew Kuan Fah and Chew Novation of letters of award - - - - 197 0.1(1) - -
Industries, Yik Wai who are directors of concession in relation
TSA Mineral and indirect shareholders of to the mining of sand in
and POLO TSA Mineral (via their direct the area of 8.094 hectares
Specialist shareholdings in Ebest (20 acres) at Sg Pahang /
Trading Alliance), are our Directors, Pulau Serjan Lonjong,
Sendirian Promoters and substantial Mukim Pekan, Daerah
Berhad shareholders. Pekan, Pahang (Block
10).
3. TSA Chew Kuan Fah who was a Fire protection system and - - 498 0.2(3) 187 0.1(3) - -
Industries and director and shareholder of building facilities
PKSJ(2) PKSJ, is also our Director, management services
Promoter and substantial provided by PKSJ to TSA
shareholder. He ceased to Industries on Lot 3998,
be a director of PKSJ on 1 Jalan 6/2A Taman
November 2021 and had Industri Selasa Jaya,
disposed of all his shares in 43300 Balakong,
PKSJ on 3 March 2022. Selangor Darul Ehsan
200
Notes:
(1) Computed over the Group’s net assets attributable to the owners of the Company for FYE 2022.
(2) Ceased to be a related party since 3 March 2022 following the disposal of Chew Kuan Fah’s entire shareholding in PKSJ.
(3) Computed over the Group’s cost of sales for the respective financial years.
There is no comparable information to ascertain whether the related party transactions set out in Section 10.1.1(b) above were carried out based on normal
commercial terms and at market rate.
Save for the Acquisition of TSA Industries, our Directors also confirm that there are no other related party transactions that have been entered into by our
Group that involves the interest, direct or indirect, of our Directors, major shareholders and/or persons connected to them but not yet effected up to the date
of this Prospectus.
Upon Listing, to safeguard the interest of our Group and our minority shareholders, our Audit and Risk Management Committee will review the terms of
related party transactions and ensure that any related party transactions are carried out on an arm’s length basis and on terms which are not more favourable
to the related parties than those normally agreed with other customers and suppliers, and are not detrimental to our minority shareholders.
In the event that there are any proposed related party transactions that involve the interest, direct or indirect, of our Directors, the interested Director(s) shall
disclose his interest to our Board, of the nature and extent of his interest including all matters in relation to the proposed related party transaction that he is
aware or should reasonably be aware of, which is not in our best interest. The interested Director(s) shall also abstain from any Board deliberation and
voting on the relevant resolution(s) in respect of such proposed related party transaction.
In the event that there are any proposed related party transactions that require the prior approval of our shareholders, our Directors, major shareholders
and/or persons connected with them which have any interest, direct or indirect, in the proposed related party transactions will also abstain from voting in
respect of their direct and/or indirect shareholdings. Such interested Director and/or major shareholder will also undertake to ensure that persons connected
with them, if any, will abstain from voting on the resolution approving the proposed related party transaction at the general meeting.
If the related party transactions are deemed as recurrent related party transactions, our Company may seek a general mandate from our shareholders to
enter into these transactions without having to seek separate shareholders’ approval each time we wish to enter into such recurrent related party transactions
during the validity period of the mandate. Related party transactions can be deemed as recurrent, if they are entered into at least once every three years,
in the ordinary course of business and are of a revenue or trading nature necessary for the day-to-day operations of our Group.
201
10.2 RELATED PARTY TRANSACTIONS THAT ARE UNUSUAL IN NATURE OR CONDITION
Our Directors have confirmed that there are no related party transactions that are unusual in its nature or condition, involving goods, services, tangible or
intangible assets, to which we were a party in respect of the Financial Years Under Review and up to the LPD.
10.3 OUTSTANDING LOANS AND / OR FINANCIAL ASSISTANCE MADE TO OR FOR THE BENEFIT OF THE RELATED PARTIES
Our Directors have confirmed that there are no outstanding loans and / or financial assistance (including guarantees of any kind) made by our Group to or
for the benefit of the related parties which remain outstanding as at the LPD.
10.4 LOANS AND / OR FINANCIAL ASSISTANCE FROM RELATED PARTIES TO OUR GROUP
Save as disclosed below, there are no outstanding loans and/or financial assistance (including guarantees of any kind) received by our Group from any
related parties in respect of the past three FYE 2020, FYE 2021, FYE 2022 and as at the LPD:
Amount
As at 31 As at 31 As at 31
December December December As at the
2020 2021 2022 LPD
RM’000 RM’000 RM’000 RM’000
Interested related party and
No. nature of relationship Nature of transaction and purpose Total Total Total Total
1. Chew Kuan Fah is our Director, The following guarantees were given in favour of 94,200 94,200 94,200 94,200
Promoter and substantial United Overseas Bank (Malaysia) Bhd for banking
shareholder. facilities of up to RM50,000,000(1) and forward foreign
exchange contracts facilities of up to RM80,000,000
Chen Khai Voon is our Promoter granted to TSA Industries:
and substantial shareholder.
(i) Joint and several guarantees by Chew Kuan Fah
KVC Corporation is our and Chen Khai Voon; and
202
Amount
2020 2021 2022 LPD
RM’000 RM’000 RM’000 RM’000
(ii) Corporate guarantees by KVC Corporation.
2. Chew Kuan Fah is our Director, The following guarantees were given in favour of Al 30,000 30,000 60,000 60,000
Promoter and substantial Rajhi Banking & Investment Corporation (Malaysia)
shareholder. Bhd for Islamic financing facilities of RM60,000,000
granted to TSA Industries:
Chen Khai Voon is our Promoter
and substantial shareholder. (i) Joint and several guarantees by Chew Kuan Fah
and Chen Khai Voon; and
KVC Corporation is our
substantial shareholder. (ii) Corporate guarantees by KVC Corporation.
3. Chew Kuan Fah and Chew Yik The following guarantees were given in favour of Hong 40,500 40,500 52,500 52,500
Wai are our Directors, Leong Bank Berhad for banking facilities of up to
Promoters and substantial RM48,000,000 and forward exchange contract facilities
shareholders. of up to RM45,000,000 granted to TSA Industries:
Chen Khai Voon is our Promoter (i) Joint and several guarantees by Chew Kuan Fah,
and substantial shareholder. Chew Yik Wai and Chen Khai Voon; and
KVC Corporation is our (ii) Corporate guarantees by KVC Corporation.

203
Amount
2020 2021 2022 LPD
RM’000 RM’000 RM’000 RM’000
4. Chew Kuan Fah is our Director, Chew Kuan Fah has advanced funds to our Company - - 235 235
Promoter and substantial for the payment of the listing expenses.
shareholder.
Note:
(1) The banking facilities will be reduced to RM32,000,000 when the existing personal guarantees and corporate guarantees are cancelled and replaced
with a corporate guarantee by TSA upon Listing.
In respect of the existing personal guarantees and corporate guarantees as set out above provided to TSA Industries granted in favour of the respective
financiers, we have, in conjunction with our Listing, applied to the respective financiers for their approval to discharge the existing personal and corporate
guarantees by replacing the same with a corporate guarantee from TSA after our Listing.
As at the LPD, we have received conditional approvals dated 23 June 2022, 21 September 2022 and 30 September 2022 from Al Rajhi Banking & Investment
Corporation (Malaysia) Bhd, Hong Leong Bank Berhad and United Overseas Bank (Malaysia) Bhd respectively, to discharge the existing personal guarantees
and corporate guarantees and for such guarantees to be replaced with a corporate guarantee by TSA upon Listing.
204
10.5 MONITORING AND OVERSIGHT OF RELATED PARTY TRANSACTIONS
10.5.1 Audit and Risk Management Committee review
Our Audit and Risk Management Committee reviews related party transactions and conflict of
interest situations that may arise within our Group including any transaction, procedure or
course of conduct that raises questions of management integrity. Our Audit and Risk
Management Committee maintains and periodically reviews the adequacy of the procedures
and processes set by our Company to monitor related party transactions and conflicts of
interest. Our Audit and Risk Management Committee also reviews the procedures set by our
Company to monitor related party transactions to ensure the integrity of these transactions,
procedures or course of conducts.
All reviews by our Audit and Risk Management Committee are reported to our Board for its
further action.
10.5.2 Our Group’s policy on related party transactions
Related party transactions by their very nature, involve conflicts of interest between our Group
and the related parties with whom our Group has entered into such transactions. As disclosed
in this Prospectus, some of our Directors and/or major shareholders are also directors and in
some cases, shareholders of the related parties of our Group, and with respect to these
related party transactions, may individually and in aggregate have conflicts of interest. Any
related party transactions must be reviewed by our Audit and Risk Management Committee
to ensure that they are negotiated and agreed upon in the best interest of our Company, on
arm’s length basis and are based on normal commercial terms which are not more favourable
to the related party than those generally available to third parties and are not detrimental to
our minority shareholders.
205
11. CONFLICT OF INTEREST
11.1 INTEREST IN SIMILAR BUSINESS AND IN BUSINESSES OF OUR CUSTOMERS AND

SUPPLIERS
Save as disclosed below, as at the LPD, our Directors and substantial shareholders do not
have any interest, direct or indirect, in any entities which are carrying on a similar trade as
that of our Group or which are customers or suppliers of the Group:
Interested
Directors
and/or
Name of Nature of Principal substantial
No. company transaction activities shareholders Nature of interest
1. Genetec Sale of Investment • Chen Khai • Chen Khai Voon is a
Technology industrial holding and Voon major shareholder of
Berhad hardware designing and • KVC Genetec holding
(“Genetec”) products to building of Corporation 90,268,300 shares
Genetec. customised • KVC (12.0%) and indirectly
factory Properties holds 46,740,200
Please refer automation shares (6.2%) through
to Section equipment and KVC Corporation.
10.1.1 for integrated vision • KVC Corporation is a
details of the inspection person connected to
related party systems from Chen Khai Voon, a
transaction. conceptual major shareholder of
design, Genetec, who is our
development of promoter and
prototype to substantial
mass replication shareholder (via his
of equipment. direct shareholding in
KVC Corporation,
which is our
substantial
shareholder, and
indirect shareholding
in KVC Properties,
which is our promoter
and substantial
shareholder).
2. CLT Engineering Sale of Manufacturing of • Chen Khai • Chen Khai Voon is a

Sdn Bhd (“CLT”), industrial component parts Voon major shareholder of
a subsidiary of hardware for all kinds of • KVC Genetec holding
Genetec products to machinery and Corporation 90,268,300 shares
CLT. engineering • KVC (12.0%) and indirectly
works. Properties holds 46,740,200
Please refer shares (6.2%) through
to Section KVC Corporation.
10.1.1 for • KVC Corporation is a
details of the person connected to
related party Chen Khai Voon, a
transaction. major shareholder of
Genetec, who is our
promoter and
substantial
shareholder (via his
direct shareholding in
KVC Corporation,
which is our
substantial
shareholder and
indirect shareholding
in KVC Properties,
which is our promoter
206
11. CONFLICT OF INTEREST (Cont’d)
and substantial
shareholder).
3. KVC Industrial Sale and Investment • KVC • Chen Khai Voon and
purchase of holding and Properties Sa Chee Peng are
industrial sales, marketing, • KVC directors and indirect
hardware distribution and Corporation shareholders of KVC
products to / installation of • Synergy Cal Industrial via their
from KVC electrical, • Chen Khai indirect shareholdings
Industries. electronic, Voon in Sonepar Malaysia
industrial and • Sa Chee Sdn Bhd and KVC
Please refer related products. Peng Properties, which in
to Section turn is held by KVC
10.1.1 for Corporation (51%)
details of the and Synergy Cal
related party (49%).
transaction.
During the Financial Years Under Review, our Group had purchased industrial hardware
products from / sold industrial hardware products to Asia Oriental as disclosed in Section
10.1.1 of this Prospectus. Asia Oriental was principally involved in trading in non-ferrous metal
and other industrial hardware products, which is in the similar business as our Group. Our
Board is of the view that the conflict of interest between our Group and Asia Oriental has been
resolved as Chew Kuan Fah, Chew Yik Wai and Ng Kim Liang have resigned as directors of
Asia Oriental on 6 April 2022 and Ebest Alliance has disposed of its entire shareholding in
Asia Oriental on 10 May 2022. As at the LPD, Chew Kuan Fah, Chew Yik Wai and Ng Kim
Liang do not have any direct or indirect interest in Asia Oriental.
The transactions between our Group and Genetec, CLT and KVC Industrial respectively were
carried out on arm’s length basis and on normal commercial terms which were not more
favourable to Genetec, CLT and KVC Industrial respectively than those generally available to
third parties.
The Board is of the view that any potential conflict of interest situation which may arise has
been mitigated on the basis that any sale and purchase of industrial hardware products
between our Group and Genetec, CLT and KVC Industrial respectively will be related party
transactions and accordingly, will be subject to compliance of the requirements under the
Listing Requirements, including the Board ensuring that any such related party transaction
will be carried out on arm’s length basis and based on normal commercial terms and will not
be more favourable to Genetec, CLT and KVC Industrial respectively than those generally
available to third parties.
Our Audit and Risk Management Committee will assess the financial risk and matters relating
to any potential conflict of interest situation that may arise within our Group including any
transaction, procedure or course of conduct that raises questions of management integrity, to
ensure that transactions are carried out in the best interest of our Group.
207
11. CONFLICT OF INTEREST (Cont’d)
11.2 DECLARATION BY ADVISERS ON CONFLICT OF INTEREST
11.2.1 Declaration by Principal Adviser
AmInvestment Bank is a wholly-owned subsidiary of AMMB Holdings Berhad. AMMB

Holdings Berhad and its group of companies (collectively, “AmBank Group”) form a
diversified financial group and are engaged in a wide range of transactions relating to amongst
others, investment banking, commercial banking, private banking, brokerage, securities
trading, asset and funds management and credit transaction services businesses. AmBank
Group’s securities is primarily in the areas of securities underwriting, trading and brokerage
activities, foreign exchange, commodities and derivatives trade.
In the ordinary course of their businesses, any member of AmBank Group may at any time
extend services to any company as well as hold long or short positions, and trade or otherwise
effect transactions, for its own account or the account of its other clients, in debt or equity
securities or senior loans of any company. Accordingly, there may be situations where parts
of the AmBank Group and/or its clients now have or in the future, may have interests or take
actions that may conflict with the interests of our Group.
As at the date of this Prospectus, the AmBank Group has not extended any credit facility to
our Group.
AmInvestment Bank is of the view that its role as the Principal Adviser, Sponsor, Placement
Agent and Underwriter is not likely to result in a conflict of interest or potential conflict of
interest situation for our IPO due to the following reasons:-
(i) AmBank Group forms a diversified financial group and is engaged in a wide range of
transactions as highlighted above. AmInvestment Bank is a licensed investment bank
and its appointment as the Principal Adviser, Sponsor, Placement Agent and
Underwriter for our IPO is in the ordinary course of business; and
(ii) each of the entities and departments of the AmBank Group are also subject to internal
control and checks, which regulate the sharing of information between entities and
departments. Additionally, each department and entities within AmBank Group has
separate and distinct operations and decisions are made independent of each other.
In addition, the conduct of AmInvestment Bank is regulated by Bank Negara Malaysia.
AmInvestment Bank confirms that there is no existing or potential conflict of interest in its
capacity as the Principal Adviser, Sponsor, Placement Agent and Underwriter for our IPO.
11.2.2 Declaration by Crowe Malaysia PLT
Crowe Malaysia PLT confirms that there is no existing or potential conflict of interest in its
capacity as the Auditors and Reporting Accountants for our IPO.
11.2.3 Declaration by Cheang & Ariff
Cheang & Ariff confirms that there is no existing or potential conflict of interest in its capacity
as the Solicitors for our IPO.
11.2.4 Declaration by Vital Factor
Vital Factor confirms that there is no existing or potential conflict of interest in its capacity as
the Independent Business and Market Research Consultants for our IPO.
208
12. FINANCIAL INFORMATION
12.1 HISTORICAL FINANCIAL INFORMATION
The historical financial information for the FYEs 31 December 2020, 31 December 2021 and 31 December 2022 presented below have been extracted
from the Accountant’s Report in Section 13 of this Prospectus. Our historical combined and consolidated financial statements and our subsidiaries’ historical
have been prepared in accordance with MFRS and IFRS.
The following selected historical combined and consolidated financial information should be read in conjunction with “Management’s discussion and analysis
of financial condition and results of operations” in Section 12.2 of this Prospectus together with the Accountant’s Report in Section 13 of this Prospectus.
12.1.1 Historical combined and consolidated statements of profit or loss and other comprehensive income
Audited
FYE 31 December
2020 2021 2022
RM’000 RM’000 RM’000
Revenue 234,628 302,693 357,271
Cost of sales (186,680) (216,283) (277,507)
Gross Profit 47,948 86,410 79,764
Other income 2,633 1,239 7,549
50,581 87,649 87,313
Administrative expenses (10,504) (12,443) (19,133)
Distribution expenses (10,797) (15,632) (16,292)
Other expenses (1,962) (2,725) (3,952)
Finance costs (1,582) (1,577) (2,408)
Net impairment losses on financial assets (10,520) (2,720) 4,598
PBT from continuing operations 15,216 52,552 50,126
Income tax expense (10,013) (12,268) (9,467)
PAT from continuing operations 5,203 40,284 40,659
Discontinued operation
LAT from discontinued operations (172) (1,311) (516)
PAT 5,031 38,973 40,143
209
12. FINANCIAL INFORMATION (Cont’d)
Audited
FYE 31 December
2020 2021 2022
RM’000 RM’000 RM’000
Other comprehensive income
Item that will be reclassified subsequently to profit or loss
Foreign currency translation differences 4 74 488
Total comprehensive income for the financial year 5,035 39,047 40,631
PAT/(LAT) attributable to
Owners of our Company:-
- Continuing operations 4,906 39,459 39,848
- Discontinuing operations (172) (1,311) (516)
Non-controlling interests:-
- Continuing operations 297 825 811
- Discontinuing operations - - -
5,031 38,973 40,143
Total comprehensive income/(expenses) attributable to

Owners of our Company:-
Continuing operations 4,909 39,518 40,238
Discontinuing operations (172) (1,311) (516)
Non-controlling interests:-
Continuing operations 298 840 909
Discontinuing operations - - -
5,035 39,047 40,631
Selected financial data

GP margin (%) (i) 20.4 28.5 22.3
PBT margin (%) (ii) 6.5 17.4 14.0
PAT margin (%) (iii) 2.2 13.3 11.4
EBITDA (RM’000) (iv) 19,306 56,540 54,495
Basic and diluted EPS (sen) (v) 0.98 7.89 7.97
210
Notes:-
(i) GP margin is calculated based on GP over revenue for the continuing operations of our Group for the respective financial year.
(ii) PBT margin is calculated based on PBT over revenue for the continuing operations of our Group for the respective financial year.
(iii) PAT margin is calculated based on PAT over revenue for the continuing operations of our Group for the respective financial year.
(iv) EBITDA are calculated as follows:-
Audited
FYE 31 December
2020 2021 2022
RM’000 RM’000 RM’000
PAT 5,203 40,284 40,659
Less:
Finance income (440) (722) (607)
Add:
Finance costs 1,582 1,577 2,408
Taxation 10,013 12,268 9,467
Depreciation 2,948 3,133 2,568
Amortisation - - -
EBITDA 19,306 56,540 54,495
(v) Calculated based on PAT attributable to owners of our Company from continuing operations divided by our number of Shares for the respective financial year.
211
12.1.2 Historical combined and consolidated statements of financial position
The following table sets out our combined and consolidated statements of financial position during the Financial Years Under Review which have been
extracted from the Accountant’s Report.
Audited
FYE 31 December
2020 2021 2022
RM’000 RM’000 RM’000
Non-current assets
Investment in an associate - - -
Property, plant and equipment 24,918 23,947 34,545
Investment properties - - -
Right-of-use assets 528 540 13,669
Net investment in a lease 24 - -
Deferred tax assets - - 1,355
Total non-current assets 25,470 24,487 49,569
Current assets
Inventories 63,151 79,027 82,627
Net investment in a lease 136 24 -
Trade receivables 56,197 64,704 61,294
Other receivables, deposits and prepayments 7,046 11,692 15,796
Amount owing by ultimate holding company 5,749 5,749 -
Amount owing by a related company - - -
Amount owing by related parties 1,609 1,268 112
Current tax assets 1 1 1
Fixed deposit with a licensed bank 530 537 544
Cash and bank balances 37,429 61,170 31,423
Total current assets 171,848 224,172 191,797
Assets of disposal group classified as held for sale 12,290 11,994 -
184,138 236,166 191,797
Total assets 209,608 260,653 241,366
212
Audited
FYE 31 December
2020 2021 2022
RM’000 RM’000 RM’000
Equity
Share capital 5,000 5,000 5,000
Reserves 114,800 118,007 142,729
Equity attributable to owners of our Company 119,800 123,007 147,729
Non-controlling interests 1,258 1,785 2,310
Total equity 121,058 124,792 150,039
Non-current liabilities
Lease liabilities 89 319 265
Borrowings 445 585 10,655
Deferred tax liabilities 1,400 1,400 1,350
Total non-current liabilities 1,934 2,304 12,270
Current liabilities
Trade payables 17,952 12,899 13,100
Other payables and accruals 4,338 8,415 8,452
Amount owing to directors 705 550 1,179
Current tax liabilities 5,403 7,548 1,815
Borrowings 55,466 68,831 54,091
Dividends payable 2,000 35,000 -
Total current liabilities 86,492 133,523 79,057
Liabilities of disposal group classified as held for sale 124 34 -
Total liabilities 88,550 135,861 91,327
Total equity and liabilities 209,608 260,653 241,366
213
12.2 CAPITALISATION AND INDEBTEDNESS
The following table sets out our Group’s capitalisation and indebtedness:
(i) as at 28 February 2023, after taking into account the Acquisition of TSA but before our Public Issue and use of proceeds; and
(ii) after adjusting for the proceeds arising from our Public Issue and use of proceeds from our Public Issue
(I) (II) (III) (IV)

(Unaudited) After adjustment for
As at material subsequent After (I) and Pre- After (II) and After (III) and use
28 February 2023 event(1) IPO Exercise Public Issue of proceeds
Indebtedness RM’000 RM’000 RM’000 RM’000 RM’000
Current
Secured and guaranteed:
Borrowings:-
Term loan 1,247 1,247 1,247 1,247 1,247
Hire purchases payables 235 235 235 235 235
Onshore foreign currency loan 27,093 27,093 27,093 27,093 7,093
Structured and trade commodity financing 10,096 10,096 10,096 10,096 96
Banker’s acceptances 18,970 18,970 18,970 18,970 8,970
Unsecured and unguaranteed

Lease liabilities 415 415 415 415 415
58,056 58,056 58,056 58,056 18,056
Non-current
Secured and guaranteed:
Borrowings:-
Term loan 9,893 9,893 9,893 9,893 9,893
Hire purchases payables 523 523 523 523 523
Unsecured and unguaranteed

Lease liabilities 201 201 201 201 201
10,617 10,617 10,617 10,617 10,617
Total indebtedness 68,673 68,673 68,673 68,673 28,673
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Capitalisation
Share capital 5,000 5,000 120,000 [●] [●]
Translation reserve 919 919 919 919 919
Reorganisation deficit - - (115,000) (115,000) (115,000)
Retained profits 143,474 123,474 123,474 123,474 [●]
Equity attributable to owners of the Company 149,393 129,393 129,393 [●] [●]
Total capitalisation and indebtedness 218,066 198,066 198,066 [●] [●]
Gearing ratio (2) 0.46 0.53 0.53 [●] [●]
Notes:
(1) The material subsequent event refers to the interim dividend amounting to RM20.0 million for FYE2022 declared by our Board on 29 March 2023.
(2) Calculated based on total indebtedness over our Equity attributable to owners of the Company.
215
12.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND

RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should
be read together with the Accountant’s Report and related notes set out in Section 13 of this
Prospectus.
12.3.1 Overview of our business operations
Our principal business activities are trading, manufacturing and processing of metal products,
mainly stainless steel. Our largest revenue contributor is trading in rolled metal products such as
plates, bars and coils mainly of stainless steel and also other metals such as copper, aluminium,
brass, bronze, lead, carbon steel and other metals as well as pipes, channels and angles mainly
of stainless steel, and hardware and other products. This is followed by manufacturing of
stainless steel pipes, and processing of stainless steel plates and bars carrying out slitting,
polishing and perforation activities. We have operating subsidiaries in Malaysia and Singapore
which are our principal markets.
Please refer to Section 7 of this Prospectus for further information on our business operations.
12.3.2 Revenue
Overview of our revenue
Our main revenue streams are trading, manufacturing and processing of metal products, mainly
stainless steel. Our trading and processing are focused on rolled products such as plates, bars
and coils, as well as pipes and channels and angles, while our manufacturing is for stainless
steel pipes.
Our total revenue increased by RM68.1 million, or 29.0% to RM302.7 million in FYE 2021 and
further increased by RM54.6 million, or 18.0% to RM357.3 million in FYE 2022. Trading segment
was our largest revenue contributor having accounted for 66.5%, 64.9% and 61.4% of our total
revenue for the FYE 2020, FYE 2021 and FYE 2022, respectively. Our second largest revenue
contributor was the manufacturing segment which accounted for 27.5%, 28.6% and 31.2% of our
total revenue the FYE 2020, FYE 2021 and FYE 2022, respectively. Processing, our other
segment of revenue stream, accounted for 6.0%, 6.5% and 7.4% of our total revenue the FYE
2020, FYE 2021 and FYE 2022, respectively.
Method of recognising revenue
Our Group recognises revenue when (or as) we transfer control over a product or service to the
customer. An asset is transferred when (or as) the customer obtains control of that asset. We
transfer control of a good or service at a point in time, unless one of the following over-time criteria
is met:
- The customer simultaneously receives and consumes the benefits provided;
- Our performance creates or enhances an asset that the customer controls as the asset
is created or enhanced; and
- Our performance does not create an asset with alternative use and we have an
enforceable right to payment for performance completed to date.
Following the delivery of the products to the customer, the customer has full discretion over the
manner of distribution and price to sell the goods, and bears the risks of obsolescence and loss
in relation to the goods. A receivable is recognised when the goods are delivered as this is the
point in time that the consideration is unconditional because only then passage of time is required
before the payment is due.
216
We have operations in Malaysia and Singapore. All the products that sold to our customers in
Malaysia are transacted in RM while products that exported to foreign countries are mainly
transacted in USD. Materials purchased from suppliers in Malaysia are transacted in RM while
materials purchased from suppliers from other countries are mainly transacted in USD. Products
sold to our customers by TSA Singapore are transacted in SGD. The transactions recognised in
TSA Singapore’s accounting system and financial statements are denominated in SGD.
The foreign currency exchange rates used in our Group’s combined and consolidated financial
statements to translate amounts denominated in foreign currencies to RM are stated in the
following table:
FYE 2020 FYE 2021 FYE 2022

Average exchange rate relative to SGD1.00 (1)
RM3.0909 RM3.1279 RM3.1968
Change in the value of RM relative to SGD compared
0.5% 1.2% 2.2%
to the previous FYE*
Closing exchange rate relative to SGD1.00 (2) RM3.0960 RM3.1310 RM3.2819
Change in the value of RM relative to SGD compared
0.6% 1.1% 4.8%
Closing exchange rate relative to USD1.00 (2) RM4.0130 RM4.1760 RM4.4130
Change in the value of RM relative to USD compared
(1.9%) 4.1% 5.7%
* A positive change in value indicates that the value of the RM depreciated relative to the SGD or USD,
while a negative change in value indicates that the value of the RM appreciated relative to the SGD or USD.
Notes:
(1) Average exchange rate used for combined and consolidated statements of profit or loss and other
comprehensive income.
(2) Closing exchange rate used for combined and consolidated statements of financial position and cash
flow.
Revenue Segmentation by Business Activities
FYE 2020 FYE 2021 FYE 2022
RM’000 %* RM’000 %* RM’000 %*
Trading of metal and other products 156,171 66.5 196,401 64.9 219,362 61.4
Pipes (2) 31,871 13.6 28,455 9.4 23,036 6.4
Manufacturing of stainless steel pipes 64,461 27.5 86,676 28.6 111,576 31.2
Processing of stainless steel products 13,996 6.0 19,616 6.5 26,333 7.4
Total Revenue 234,628 100.0 302,693 100.0 357,271 100.0

* As a percentage of total revenue.
Notes:
(3) Mainly stainless steel. Other metals include aluminium, bronze, copper, brass, carbon steel and other
metals.
217
Quantity Sold and Average Selling Price
The quantity sold and average selling price per tonne of specific product categories under of
trading business activity, and of our manufacturing and processing businesses for the Financial
Years Under Review is as follows:
FYE 2020 FYE 2021 FYE 2022

ASP ASP ASP
Quantity (RM’000/ Quantity (RM’000/ Quantity (RM’000/
(Tonne) tonne) (Tonne) tonne) (Tonne) tonne)
Trading of metal and other
products
Pipes (2) 3,326 9.6 2,630 10.8 972 23.7
Channels and angles (3) 367 13.4 380 15.8 422 18.3
Manufacturing of stainless
5,228 12.3 5,539 15.6 6,115 18.2
steel pipes
Processing of stainless
1,307 10.7 1,397 14.0 1,645 16.0
steel products
ASP = Average selling price per tonne. The average prices are blended estimates as each category
comprises different types of metals and products.
Notes:
metals.
Revenue Segmentation by Geographical Markets
FYE 2020 FYE 2021 FYE 2022
RM’000 %* RM’000 %* RM’000 %*
Malaysia 181,967 77.6 239,719 79.2 293,635 82.2
Foreign countries 52,661 22.4 62,974 20.8 63,636 17.8
Singapore (1) 19,355 8.2 30,159 10.0 39,624 11.1
Thailand (2) 20,334 8.7 19,964 6.6 10,147 2.8
Other countries 12,972(3) 5.5 12,851(4) 4.2 13,865(5) 3.9
Total Revenue 234,628 100.0 302,693 100.0 357,271 100.0
* As a percentage of total revenue.

Notes:
(1) This refers mainly to revenue from sales to customers in Singapore by our subsidiary, TSA Singapore.
(2) Thailand is an export market for the Group.
218
(3) For FYE 2020, other countries of export include Australia, Bangladesh, Brazil, France, India,
Indonesia, Kazakhstan, Maldives, Myanmar, New Zealand, Saint Lucia and Sri Lanka.
(4) For FYE 2021, other countries of export include Bangladesh, China, France, India, Indonesia,
Maldives, New Zealand and Sri Lanka.
(5) For FYE 2022, other countries of export include Bangladesh, Brunei, France, India, Indonesia,
Maldives, New Zealand, Sri Lanka and the United Kingdom.
(i) FYE 2021 compared to FYE 2020
Our total revenue increased by RM68.1 million or 29.0% from RM234.6 million in FYE 2020 to
RM302.7 million in FYE 2021. This was mainly due to the increase in revenue from trading,
manufacturing and processing segments, which increased by RM40.2 million, RM22.2 million,
and RM5.6 million respectively in FYE 2021.
In FYE 2021, revenue from our trading of metal and other products segment increased by
RM40.2 million, or 25.8%, from RM156.2 million in FYE 2020 to RM196.4 million in FYE 2021.
This was mainly attributed to the increase in revenue from trading of rolled metal products, where
revenue increased by RM41.1 million, or 37.0% to RM152.1 million in FYE 2021 as set out below:
- Revenue from stainless steel plates increased by RM30.5 million or 43.7%, to RM100.3
million in FYE 2021 which was attributed to the increase in quantity sold by 767 tonnes
or 11.3% to 7,579 tonnes in FYE 2021.
- Revenue from stainless steel bars increased by RM5.1 million or 37.9%, to RM18.7
million in FYE 2021 as quantity sold increased by 166 tonnes or 18.4% to 1,066 tonnes
in FYE 2021.
- Revenue from copper bars and plates increased by RM4.6 million or 30.6%, to RM19.6
million in FYE 2021. This was due to the increase in the ASP of trading of copper bars
and plates by 37.2% in FYE 2021, which increased from approximately RM36,800 per
tonne in FYE 2020 to approximately RM50,500 per tonne in FYE 2021. Meanwhile,
quantity sold decreased by 20 tonnes or 4.9% to 388 tonnes in FYE 2021.
Revenue from trading of stainless steel channels and angles also increased by RM1.1 million, or
21.6% from RM4.9 million in FYE 2020 to RM6.0 million in FYE 2021. The quantity of stainless
steel channels and angles traded increased by 13 tonnes or 3.5% to 380 tonnes in FYE 2021. In
addition, revenue from trading of hardware and other products increased by RM1.5 million, or
18.1% to RM9.8 million in FYE 2021.
In addition to the increase in the quantity of stainless steel plates, bars, channels and angles
sold, our ASP for the trading of stainless steel products also increased by approximately RM2,800
per tonne, or 28.3% from approximately RM9,900 per tonne in FYE 2020 to approximately
RM12,700 per tonne in FYE 2021.
These increases were partially offset by the decrease in revenue from trading of pipes by RM3.4
million, or 10.7%, from RM31.9 million in FYE 2020 to RM28.5 million in FYE 2021 attributed to
a decrease in the quantity of pipes sold by 696 tonnes, or 20.9% to 2,630 tonnes in FYE 2021.
Our revenue from the manufacturing of stainless steel pipes segment in FYE 2021 increased by
RM22.2 million, or 34.5%, from RM64.5 million in FYE 2020 to RM86.7 million in FYE 2021. This
was mainly attributed to the following:
- increase in revenue for the manufacturing of grade 304 stainless steel pipes by RM21.3
million, or 36.3% from RM58.8 million in FYE 2020 to RM80.1 million in FYE 2021. This was
also reflected in the quantity sold which increased by 349 tonnes, or 7.4% from 4,739 tonnes
in FYE 2020 to 5,088 tonnes in FYE 2021.
219
- increase in revenue for other grades of stainless steel pipes by RM0.8 million or 15.0% to
RM6.5 million in FYE 2021 despite a decrease in quantity sold by 38 tonnes, or 7.8% from
489 tonnes in FYE 2020 to 451 tonnes in FYE 2021.
In addition, the increase in our revenue was contributed by the increase in our average selling
price for manufactured stainless steel pipes by approximately RM3,300 per tonne, or 26.8% from
approximately RM12,300 per tonne in FYE 2020 to approximately RM15,600 per tonne in FYE
2021 on the back of Asian stainless steel prices in FYE 2021.
Revenue from the processing of stainless steel products increased by RM5.6 million, or 40.2%,
from RM14.0 million in FYE 2020 to RM19.6 million in FYE 2021. This was mainly contributed by
the polishing of stainless steel plates, where revenue increased by RM3.3 million, or 42.5%, from
RM8.0 million in FYE 2020 to RM11.3 million in FYE 2021 (contributed by increases in both ASP
and quantity sold), as well as the cutting of stainless steel bars where revenue increased by
RM1.9 million, or 41.6%, from RM4.6 million in FYE 2020 to RM6.5 million in FYE 2021
(contributed by increases in both ASP and quantity sold).
(ii) FYE 2022 compared to FYE 2021
Our total revenue increased by RM54.6 million, or 18.0% from RM302.7 million in FYE 2021 to
RM357.3 million in FYE 2022. The increase was mainly from the manufacturing segment where
revenue increased by RM24.9 million followed by trading where revenue increased by RM23.0
million, while revenue from processing increased by RM6.7 million in FYE 2022.
Our revenue from trading of metal and other products segment increased by RM23.0 million, or
11.7% from RM196.4 million in FYE 2021 to RM219.4 million in FYE 2022. The increase was
mainly contributed by trading of rolled metal products where revenue increased by RM27.2
million, or 17.9% from RM152.1 million in FYE 2021 to RM179.3 million in FYE 2022 as set out
below:
- Revenue from stainless steel plates increased by RM15.1 million, or 15.1% to RM115.4
million in FYE 2022 as the ASP in FYE 2022 increased by approximately RM3,400 per
tonne or 25.8% to approximately RM16,600 per tonne in FYE 2022. Meanwhile, the
quantity sold decreased by 645 tonnes or 8.5% to 6,934 tonnes in FYE 2022;
- Revenue from stainless steel bars increased by RM4.7 million or 25.0%, to RM23.4
million in FYE 2022 and this was reflected in the quantity sold which increased by 56
tonnes or 5.3% to 1,122 tonnes in FYE 2022 while the ASP increased by approximately
RM3,300 per tonne or 18.8% to approximately RM20,900 per tonne in FYE 2022 on the
back of higher Asian stainless steel prices in USD;
- Revenue from copper bars and plates increased by RM4.0 million, or 20.6% to RM23.6
million in FYE 2022 as quantity sold of copper bars and plates increased by 77 tonnes
or 19.8% to 465 tonnes in FYE 2022. Meanwhile, the ASP of these products increased
by approximately RM300 per tonne or 0.6% to approximately RM50,800 per tonne in
FYE 2022; and
- Revenue from trading aluminium plates, bars and coils increased by RM2.6 million, or
44.1% to RM8.5 million in FYE 2022 due to the increase in the quantity sold by 32 tonnes
or 9.3% to 377 tonnes in FYE 2022 and the ASP increased by approximately RM5,500
per tonne or 32.0% to approximately RM22,700 per tonne in FYE 2022.
220
In addition, revenue from trading of stainless steel channels and angles increased by RM1.7
million, or 28.7% from RM6.0 million in FYE 2021 to RM7.7 million in FYE 2022 and this was
reflected in the quantity of stainless steel channels and angles sold which increased by 42 tonnes,
or 11.1% to 422 tonnes in FYE 2022, coupled with the increase in ASP by approximately
RM2,500 per tonne, or 15.8% to approximately RM18,300 per tonne in FYE 2022.
The increase in revenue from trading of rolled metal products and channels and angles was
partially offset by the decrease in revenue from trading of pipes by RM5.4 million, or 19.0% from
RM28.5 million in FYE 2021 to RM23.0 million in FYE 2022. This was mainly contributed by the
decrease in the revenue for stainless steel pipes and tubes by RM8.5 million, or 37.8% from
RM22.7 million in FYE 2021 to RM14.2 million in FYE 2022 due to lower demand as reflected in
the decrease in the quantity sold by 1,669 tonnes or 64.4% to 924 tonnes in FYE 2022.
In addition, revenue from the trading of hardware and other products decreased by RM0.5 million,
or 5.4% from RM9.8 million in FYE 2021 to RM9.3 million in FYE 2022, mainly contributed by the
decrease in revenue from the sales of switchboard components and engineered plastics.
In FYE 2022, our revenue from the manufacturing stainless steel pipes segment increased by
RM24.9 million, or 28.7% from RM86.7 million in FYE 2021 to RM111.6 million in FYE 2022. This
was mainly contributed by an increase in revenue of RM23.4 million, or 29.1% from the
manufacturing of grade 304 stainless steel pipes from RM80.1 million in FYE 2021 to RM103.5
million in FYE 2022. This was reflected in the increase in the quantity sold by 589 tonnes, or
11.6% to 5,677 tonnes coupled with the increase in the ASP by approximately RM2,600 per
tonne, or 16.7% to approximately RM18,200 per tonne in FYE 2022.
In addition, revenue from the manufacturing of other grades of stainless steel pipes increased by
RM1.6 million, or 24.0% from RM6.5 million in FYE 2021 to RM8.1 million in FYE 2022 despite a
decrease in the quantity sold by 13 tonnes, or 2.9% to 438 tonnes in FYE 2022. This was due to
the increase in the ASP of manufactured stainless steel pipes by approximately RM4,000 per
tonne, or 27.6% to approximately RM18,500 per tonne in FYE 2022.
Our revenue from processing stainless steel products increased by RM6.7 million, or 34.2% from
RM19.6 million in FYE 2021 to RM26.3 million in FYE 2022, with higher revenue from all
processing activities. The largest contribution was from polishing stainless steel plates where
revenue increased by RM4.4 million, or 38.5% from RM11.3 million in FYE 2021 to RM15.7
million in FYE 2022.
In addition, revenue from cutting of stainless steel bars increased by RM2.0 million, or 30.8%
from RM6.5 million in FYE 2021 to RM8.5 million in FYE 2022, while revenue from perforating
stainless steel plates increased by RM0.3 million, or 19.5% from RM1.8 million in FYE 2021 to
RM2.1 million in FYE 2022. The increases in revenue from all processing activities was
contributed by the increase in quantity sold and ASP of the respective activities.
221
12.3.3 Cost of Sales
Cost of sales by composition
Our cost of sales segmented by type of inputs for the Financial Years Under Review is as
follows:
FYE 2020 FYE 2021 FYE 2022
Cost of Sales RM’000 %* RM’000 %* RM’000 %*
Input materials and products 175,876 94.2 204,809 94.7 263,847 95.1
Direct labour 3,157 1.7 3,201 1.5 4,202 1.5
Others (1) 7,647 4.1 8,273 3.8 9,458 3.4
Total Cost of Sales 186,680 100.0 216,283 100.0 277,507 100.0

* As a proportion of total cost of sales.
Note:
(1) Others include depreciation, transportation and freight charges, upkeep of machinery, utilities,
machinery rental and others.
Cost of sales by business activities
Our cost of sales for the Financial Years Under Review segmented by business activities is as
follows:
FYE 2020 FYE 2021 FYE 2022
Cost of Sales RM’000 %* RM’000 %* RM’000 %*

128,803 69.0 147,509 68.2 176,382 63.6
products
Pipes (2) 28,579 15.3 24,749 11.4 19,433 7.0
Manufacturing of stainless steel

47,064 25.2 55,856 25.8 81,715 29.4
pipes
Processing of stainless steel
10,813 5.8 12,917 6.0 19,410 7.0
products
Total Cost of Sales 186,680 100.0 216,283 100.0 277,507 100.0

* As a percentage of total cost of sales.
Notes:
metals.
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Quantity Sold and Average Cost of Sales Per Tonne
The quantity sold and average cost of sales per tonne of specific product categories under of
trading business activity, and of our manufacturing and processing businesses for the Financial
Years Under Review is as follows:
FYE 2020 FYE 2021 FYE 2022

ACOS ACOS ACOS
Quantity (RM’000/ Quantity (RM’000/ Quantity (RM’000/
(Tonne) tonne) (Tonne) tonne) (Tonne) tonne)
products
Pipes (2) 3,326 8.6 2,630 9.4 972 20.0
Channels and angles (3) 367 9.8 380 10.1 422 13.5
Manufacturing of stainless
5,228 9.0 5,539 10.1 6,115 13.4
steel pipes
Processing of stainless steel
1,307 8.3 1,397 9.2 1,645 11.8
products
ACOS = Average cost of sales per tonne. The average costs of sales are blended estimates as each
category comprises different types of metals and products
Notes:
metals. The pipes we trade comprise mainly stainless steel and carbon steel pipes.
Our cost of sales mainly consists of the following:
(i) Input materials and products
Purchases of input materials and products for our trading, manufacturing and processing
operations were our main cost of sales, having accounted for more than 94.0% of cost of sales
by value for each of the Financial Years Under Review. Our main input materials and products
were stainless steel products, including coils, plates, pipes, channels, angles and square, flat,
round and hexagonal bars, chequered and perforated plates, and pipe fittings and flanges. We also
purchased copper, aluminium, brass and other metal products for trading, as well as packaging
materials.
Our purchases of input materials and products increased by RM28.9 million, or 16.5%, from
RM175.9 million in FYE 2020 to RM204.8 million in FYE 2021. This was mainly attributed to
increased purchases of input materials in line with increased revenue and recovery in demand
as the COVID-19 situation gradually improved.
In FYE 2022, our purchases of input materials and products increased by RM59.0 million, or
28.8%, which was mainly due to the higher average purchase prices of stainless steel products
in FYE 2022 in line with the higher average Asian stainless steel prices during FYE 2022. In
addition, the USD appreciated in value relative to RM, which increase our purchase prices of
input materials and products purchased from overseas suppliers, which are denominated in USD.
223
(ii) Direct labour
Our direct labour comprised wages, salaries, defined contribution plan and other related staff
costs for our full-time employees of our trading, manufacturing and processing operations.
For FYE 2021, our direct labour costs increased by approximately RM44,000, or 1.4%, to RM3.2
million in FYE 2021, which was mainly attributed to higher salary costs for TSA Singapore.
For FYE 2022, our direct labour costs increased by RM1.0 million, or 31.3% to RM4.2 million in
FYE 2022 mainly due to the implementation of the minimum wages order, whereby our
employees’ monthly base salary increased from minimum RM1,200 per month to minimum
RM1,500 per month effective from May 2022. In addition, the increase in our direct labour costs
for our trading, manufacturing and processing segments was due to an increase in the headcount
from 90 employees as at 31 December 2021 to 128 employees as at 31 December 2022.
(iii) Other costs
Our other cost of sales includes depreciation, transportation and freight charges, utilities,
machinery rental and others. For FYE 2021 other costs increased by RM0.6 million, or 8.2% to
RM8.3 million, which was mainly due to higher freight charges on the back of increasing freight
rates in the industry as well as increase in the cost of upkeep of machinery.
In FYE 2022, other costs increased by RM1.2 million, or 14.3% from RM8.3 million in FYE 2021
to RM9.5 million in FYE 2022. This was mainly due to increase in freight charges, utility costs as
well as the cost of upkeep of machinery.
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12.3.4 GROSS PROFIT
GP and GP margin by business activities
FYE 2020 FYE 2021 FYE 2022

GP margin GP margin GP margin
GP RM’000 %* % RM’000 %* % RM’000 %* %
Trading of metal and other products 27,368 57.1 17.5 48,892 56.6 24.9 42,980 53.9 19.6
Rolled metal products (1)
20,464 42.7 18.4 40,485 46.9 26.6 34,672 43.5 19.3
Pipes (2)
3,292 6.9 10.3 3,706 4.3 13.0 3,603 4.5 15.6
Channels and angles (3)
1,351 2.8 27.4 2,173 2.5 36.2 2,040 2.6 26.4
Hardware and others (4)
2,261 4.7 27.2 2,528 2.9 25.8 2,665 3.3 28.7
Manufacturing of stainless steel pipes 17,397 36.3 27.0 30,820 35.7 35.6 29,861 37.4 26.8
Processing of stainless steel products 3,183 6.6 22.7 6,698 7.7 34.1 6,923 8.7 26.3
Total GP 47,948 100.0 20.4 86,410 100.0 28.5 79,764 100.0 22.3
* As a percentage of total GP.
Notes:
(1) Refers to plates, bars and coils, mainly of stainless steel and also other metals such as copper, aluminium, brass, bronze, lead and carbon steel.
(3) Mainly stainless steel. Other metals include aluminium, bronze, copper, brass, carbon steel and other metals.
(4) Including, among others, expanded metal, engineered plastics, household and industrial cleaning chemicals, ironmongeries, busbar components and
225
GP by geographical markets
FYE 2020 FYE 2021 FYE 2022
RM’000 %* RM’000 %* RM’000 %*
Malaysia 41,152 85.8 75,774 87.7 69,346 86.9
Foreign countries 6,796 14.2 10,636 12.3 10,418 13.1
Singapore (1) 2,774 5.8 6,345 7.3 7,061 8.9
Thailand 1,089 2.3 970 1.1 130 0.2
Other countries 2,933(2) 6.1 3,321(3) 3.9 3,227(4) 4.0
Total GP 47,948 100.0 86,410 100.0 79,764 100.0

* As a percentage of total GP.
Notes:
(1) This refers to GP mainly from sales to customers in Singapore from TSA Singapore.
(2) For FYE 2020, other countries of export include Australia, Bangladesh, Brazil, France, India,
Indonesia, Kazakhstan, Maldives, Myanmar, New Zealand, Saint Lucia and Sri Lanka.
(3) For FYE 2021, other countries of export include Bangladesh, China, France, India, Indonesia,
Maldives, New Zealand and Sri Lanka.
(4) For FYE 2022, other countries of export include Bangladesh, Brunei, France, India, Indonesia,
Maldives, New Zealand, Sri Lanka and the United Kingdom.
Our total GP increased by RM38.5 million, or 80.2%, from RM47.9 million in FYE 2020 to RM86.4
million in FYE 2021. The GP for all of our business activities increased in FYE 2021, mainly
contributed by trading and manufacturing segments which increased by RM21.5 million and
RM13.4 million respectively, while GP from processing segment increased by RM3.5 million. Our
GP margin also increased from 20.4% in FYE 2020 to 28.5% in FYE 2021.
GP from the trading of metal and other products segment increased by RM21.5 million, or 78.7%,
from RM27.4 million in FYE 2020 to RM48.9 million in FYE 2021. This was mainly attributed to
the following:
- increase in GP from trading of rolled metal products, which increased by RM20.0 million,
or 97.8% to RM40.5 million in FYE 2021. This was mainly contributed by the increase in
the GP from stainless steel plates and stainless steel bars.
- increase in GP from the trading of stainless steel channels and angles increased by
RM0.8 million or 61.0% to RM2.2 million in FYE 2021 arising from the higher quantity
sold.
- increase in GP from the trading of pipes by RM0.4 million, mainly from trading of stainless
steel and carbon steel pipes, and aluminium and bronze channels and angles, which
collectively increased by RM0.3 million due to the higher ASP.
- increase in GP from trading of hardware and other products by RM0.3 million, or 11.8%
to RM2.5 million in FYE 2021 mainly contributed by engineered plastics and switchboard
components.
226
Our GP margin from the trading of metal and other products segment increased from 17.5% in
FYE 2020 to 24.9% in FYE 2021, which was due to increases in the ASP of trading of rolled
metal products, channels and angles, and pipes coupled with the higher quantity sold of stainless
steel plates and steel bars as discussed in the section on revenue segmentation. In FYE 2021,
the ASP of trading of rolled metal products, channels and angles, and pipes increased by
approximately RM3,300 per tonne, RM2,400 per tonne and RM1,200 per tonne respectively.
Our GP from manufacturing of stainless steel pipes in FYE 2021 increased by RM13.4 million, or
77.2%, from RM17.4 million in FYE 2020 to RM30.8 million in FYE 2021. This was mainly
attributed to the manufacturing of grade 304 stainless steel pipes where GP increased by RM12.8
million, or 82.4% to RM28.3 million in FYE 2021 with the remainder contributed by other grades
of stainless steel pipes. This was also reflected in the increase in revenue from manufacturing of
stainless steel pipe by RM22.2 million, or 34.5% in FYE 2021.
Our GP margin from manufacturing of stainless steel pipes increased from 27.0% in FYE 2020
to 35.6% in FYE 2021, which was mainly attributed to the increase in the ASP of manufacturing
of stainless steel pipes which increased by 26.8% or approximately RM3,300 per tonne. This was
also partly contributed by the quantity of stainless steel pipes sold which increased by 6.0% to
5,539 tonnes in FYE 2021.
Our GP from processing of stainless steel products increased by RM3.5 million, or 110.4%, from
RM3.2 million in FYE 2020 to RM6.7 million in FYE 2021. Our GP from all processing activities
increased, mainly contributed by polishing of stainless steel plates which increased by RM2.2
million, or 162.7% to RM3.6 million in FYE 2021, and cutting of stainless steel bars which
increased by RM1.0 million, or 76.7% to RM2.3 million in FYE 2021, with the remainder
contributed by perforating stainless steel plates.
Our GP margin from processing increased from 22.7% in FYE 2020 to 34.1% in FYE 2021 mainly
attributed to higher ASP which increased by 30.8% or approximately RM3,300 per tonne in FYE
2021.
Our total GP decreased by RM6.6 million, or 7.7%, from RM86.4 million in FYE 2021 to RM79.8
million in FYE 2022. The decrease in GP was contributed by our trading and manufacturing
segments, which decreased by RM5.9 million and RM1.0 million in FYE 2022, respectively, while
GP from our processing business activity increased slightly.
Our overall GP margin decreased from 28.5% in FYE 2021 to 22.3% in FYE 2022 as GP margin
from all segments decreased. The decrease in our overall GP margin was contributed by increase
in average cost of input materials (including stainless steel) which were not fully passed on to
customers. In addition, there was an increase in our direct labour costs pursuant to the minimum
wages order whereby our employees’ monthly base salary increased from minimum RM1,200
per month to minimum RM1,500 per month effective from May 2022.
Our GP from trading of metal and other products segment decreased by RM5.9 million, or 12.1%
from RM48.9 million in FYE 2021 to RM43.0 million in FYE 2022. This was mainly attributed to
the following:
- decrease in GP from trading of rolled metal products by RM5.8 million, or 14.3% in FYE
2022 from RM40.5 million in FYE 2021 to RM34.7 million in FYE 2022. This was mainly
contributed by the decrease in GP from stainless steel plates and bars. This was due to
227
the higher ACOS in FYE 2022 which increased by 38.4% for stainless steel plates and
34.5% for stainless steel bars, mainly contributed by the stainless steel material prices.
- decrease in GP from the trading of pipes decreased by RM0.1 million, or 2.8% to RM3.6
million, mainly attributed to stainless steel pipes due to the decrease in the quantity sold.
- decrease in GP from trading of channels and angles by RM0.1 million or 6.1% to RM2.0
million arising from higher ACOS which increased by 32.7% in FYE 2022.
This was partially offset by the increase in GP from trading of hardware and others by RM0.1
million, or 5.4% to RM2.7 million in FYE 2022, mainly from the other metal and non-metal
products segments which increased by RM0.4 million, or 171.3% to RM0.6 million in FYE 2022.
Meanwhile, there was a decrease in GP from the switchboard components and engineered
plastics segments collectively by RM0.2 million.
Our GP margin from trading of metal and other products segment decreased from 24.9% in FYE
2021 to 19.6% in FYE 2022, mainly contributed by a decline in GP margin from rolled metal
products from 26.6% in FYE 2021 to 19.3% in FYE 2022. This was mainly attributed to a higher
ACOS from this segment as mentioned above with a lower quantity sold where the total quantity
of rolled metal products sold decreased by 5.5% to 9,302 tonnes in FYE 2022.
The decline in GP margin was also partly attributed to the lower GP margin of channels and
angles, which declined from 36.2% in FYE 2021 to 26.4% in FYE 2022 due to the higher ACOS
of this product category which increased by approximately RM3,400 per tonne, or 33.7% to
approximately RM13,500 per tonne.
In FYE 2022 our GP from manufacturing stainless steel pipes segment decreased by RM1.0
million, or 3.1% from RM30.8 million in FYE 2021 to RM29.9 million in FYE 2022. This was due
to the manufacturing of grade 304 stainless steel pipes business segment where GP decreased
by RM1.2 million, or 4.5% from RM28.3 million in FYE 2021 to RM27.1 million in FYE 2022 as
ACOS increased by approximately RM3,300 per tonne, or 32.7% to approximately RM13,400
per tonne in FYE 2022.
This was partially offset by the increase in GP from the manufacturing of other grades of stainless
steel pipes segment which increased by RM0.3 million, or 12.4% from RM2.5 million in FYE 2021
to RM2.8 million in FYE 2022. The increase in GP from the manufacturing of other grades of
stainless steel pipes was mainly contributed by the increase in ASP by approximately RM4,000
per tonne exceeding the increase in ACOS which was approximately RM3,100 per tonne.
Our GP margin from the manufacturing segment decreased from 35.6% in FYE 2021 to 26.8%
in FYE 2022, mainly attributed to the higher unit manufacturing cost resulting from the increases
in material and direct labour costs where the ACOS increased by 32.7% or approximately
RM3,300 per tonne in FYE 2022. The increase in direct labour costs was pursuant to the
implementation of the minimum wages order where our employees’ monthly base salary
increased from minimum RM1,200 per month to minimum RM1,500 per month effective from
May 2022.
Our GP from processing in FYE 2022 increased by RM0.2 million, or 3.4% from RM6.7 million in
FYE 2021 to RM6.9 million in FYE 2022. This was mainly contributed by the GP from the cutting
stainless steel bars which increased by RM0.2 million, or 10.7% to RM2.5 million in FYE 2022
and GP from perforating stainless steel plates which increased by RM0.2 million, or 25.4% to
RM1.0 million in FYE 2022. This was partially offset by decrease in GP from polishing stainless
steel plates by RM0.2 million. or 6.4% to RM3.4 million in FYE 2022.
228
Our GP margin from processing decreased from 34.1% in FYE 2021 to 26.3% in FYE 2022, was
mainly attributed to a higher unit processing cost resulting from increased material and direct
labour costs where the ACOS increased by approximately RM2,600, per tonne or 28.3% to
approximately RM11,800 per tonne in FYE 2022. The increase in direct labour costs was
pursuant to the implementation of the minimum wages order.
12.3.5 Other Income
FYE 2020 FYE 2021 FYE 2022

Other Income RM’000 %* RM’000 %* RM’000 %*
Interest income (1) 440 16.7 722 58.3 607 8.0
Gains on disposal of property, plant
36 1.4 1 0.1 2,218 29.4
and equipment
Gains on disposal of subsidiaries - - - - 2,073 27.5
Gains on foreign exchange 1,790 68.0 185 14.9 2,116 28.0
Realised 730 27.7 185 14.9 - -
Unrealised 1,060 40.3 - - 2,116 28.0
Others (2) 367 13.9 331 26.7 535 7.1
Total 2,633 100.0 1,239 100.0 7,549 100.0

* As a percentage of other income.
Notes:
(1) Including interest income and interest income on net investment in a lease.
(2) Including sundry income, rental income, government grant, bad debt recovered, gains on investment
and rent concession.
In FYE 2021, other income decreased by RM1.4 million, or 52.9%, to RM1.2 million, and this was
mainly attributed to lower gains of RM0.2 million on foreign exchange. Instead, our Group
recorded RM0.7 million loss on foreign exchange in other expenses as detailed in Section 12.3.8
of this Prospectus. The decrease in other income was partially offset by increase in interest
income by RM0.3 million due to higher cash and bank balances.
Other income increased by RM6.3 million, or 509.3% from RM1.2 million in FYE 2021 to RM7.5
million in FYE 2022. The increase in other income was contributed by the following:
- Gains on the disposal of property, plant and equipment of RM2.2 million, which mainly
arose from the sale of the Agricultural Land during FYE 2022;
- Unrealised gains on foreign currency of RM2.1 million in FYE 2022 compared to none in
FYE 2021, which was mainly due to the movement of the foreign currency exchange
arising from purchases of input materials from foreign countries that was transacted
mainly in USD; and
- Gains on disposal of subsidiaries by RM2.1 million in FYE 2022.
229
12.3.6 Administrative expenses
FYE 2020 FYE 2021 FYE 2022

Administrative expenses RM’000 %* RM’000 %* RM’000 %*
Staff costs 6,150 58.6 6,077 48.9 7,294 38.1

Rental, utilities and upkeep of
2,193 20.9 2,858 23.0 3,871 20.2
facilities
Professional fees and listing
781 7.4 825 6.6 3,239 16.9
expenses
Directors’ remuneration 1,118 10.6 1,322 10.6 2,724 14.2
Others (1) 262 2.5 1,361 10.9 2,005 10.6
Total 10,504 100.0 12,443 100.0 19,133 100.0

* As a percentage of administrative expenses.
Note:
(1) Includes insurance premiums, bank charges, software licences, penalty on taxation and other
expenses.
Our administrative expenses mainly comprised the following:

- staff costs including wages, salaries, defined contribution plan and other related costs;
- rental, utilities and upkeep of facilities including offices and warehouses, and workers’
accommodations;
- professional fees and listing expenses, including legal fees and those related to our IPO;
- directors’ remuneration including directors’ fees, salaries, defined contribution plan and
other related costs; and
- other administrative expenses including insurance premiums, bank charges, software
licences, office expenses, penalty on taxation and other expenses.
In FYE 2021, administrative expenses increased by RM1.9 million, or 18.5%, to RM12.4 million,
and this was mainly attributed to an increase in other administrative expenses. The increase was
partly due to an increase in rental, utilities and upkeep of facilities in FYE 2021 following
increased business activities at our operating facilities arising from the relaxation of COVID-19
restrictions in FYE 2021.
Our administrative expenses increased by RM6.7 million, or 53.8% from RM12.4 million in FYE
2021 to RM19.1 million in FYE 2022. The increase was mainly contributed by the following:
- increase in professional fees and listing expenses by RM2.4 million mainly in relation to
our IPO and disposal of the Agricultural Land and Disposed Subsidiaries in FYE 2022;
- Increase in Directors’ fees and remuneration by RM1.4 million mainly due to

redesignation of 2 senior management staff as Executive Directors of TSA Industries and
also an increase in our Executive Directors’ salaries during FYE 2022;
- Increase in staff costs which increased by RM1.2 million contributed by increments,

salaries and bonus, as well as performance driven remunerations for non-sales staff; and
- Increase in rental, utilities and upkeep of facilities by RM1.0 million mainly from higher
upkeep of forklifts and machinery, and rental of land and storage space.
230
12.3.7 Distribution expenses
FYE 2020 FYE 2021 FYE 2022

Distribution expenses RM’000 %* RM’000 %* RM’000 %*
Staff costs (1) 7,233 67.0 9,017 57.7 10,007 61.4

Sales incentives 1,822 16.9 5,028 32.2 4,137 25.4
Others (2)
1,742 16.1 1,587 10.1 2,148 13.2
Total 10,797 100.0 15,632 100.0 16,292 100.0

* As a percentage of distribution expenses.
Notes:
(1) Staff costs include wages, salaries, defined contribution plan and other related costs.
(2) Includes travelling expenses and allowances, fuel and upkeep of motor vehicles.
In FYE 2021, distribution expenses increased by RM4.8 million, or 44.8%, to RM15.6 million, and
this was mainly attributed to the following:
- increase in staff costs by RM1.8 million arising from higher sales commission payments
to staff; and
- increase in sales incentives by RM3.2 million which was pursuant to achieving specified
key performance indicators.
This was partially offset by the decrease in other sales and distribution costs by RM0.2 million,
mainly due to lower expenses on the upkeep of motor vehicles and entertainment.
Distribution expenses in FYE 2022 increased by RM0.7 million, or 4.2% from RM15.6 million in
FYE 2021 to RM16.3 million in FYE 2022. This was mainly contributed by staff costs which
increased by RM1.0 million mainly due to higher sales commission payments to staff.
The increase was partially offset by a decrease in sales incentives by RM0.9 million as some
incentives were not distributed to staff as certain specified key performance indicators were not
fulfilled in FYE 2022.
231
12.3.8 Other expenses
FYE 2020 FYE 2021 FYE 2022

Other expenses RM’000 %* RM’000 %* RM’000 %*
Loss on foreign exchange - - 738 27.1 2,307 58.4

Unrealised - - 738 27.1 - -
Realised - - - - 2,307 58.4
Depreciation of property, plant and
1,358 69.2 1,345 49.4 1,308 33.1
equipment
Depreciation of right-of-use assets 543 27.7 556 20.4 511 12.9
Miscellaneous 61 3.1 86 3.1 (174) (4.4)
Total 1,962 100.0 2,725 100.0 3,952 100.0

* As a percentage of other expenses.
In FYE 2021, other expenses increased by RM0.8 million, or 38.9%, to RM2.7 million. This was
mainly attributed to the increase in realised loss on foreign currency exchange by RM0.7 million
arising from the movement of the foreign currency exchange rates relating to sales to customers
in foreign countries as well as purchases of input materials from suppliers in foreign countries
that were transacted mainly in USD.
Other expenses in FYE 2022 increased by RM1.2 million, or 45.0% from RM2.7 million in FYE
2021 to RM4.0 million in FYE 2022. This was mainly due to higher loss on foreign currency
exchange which increased by RM1.6 million to RM2.3 million in FYE 2022 mainly arising from
the movement of the foreign currency exchange rates relating to sales to customers in foreign
countries as well as purchases of input materials from suppliers in foreign countries that were
transacted mainly in USD.
12.3.9 Finance costs
FYE 2020 FYE 2021 FYE 2022

Finance Costs RM’000 %* RM’000 %* RM’000 %*
Interest expense on:

- Onshore foreign currency loan 958 60.6 1,251 79.3 1,323 54.9
- Structured and trade commodity
481 30.4 229 14.5 727 30.2
financing
- Term loans 21 1.3 - - 123 5.1
- Lease liabilities 72 4.5 55 3.5 52 2.2
- Hire purchases 50 3.2 42 2.7 41 1.7
- Banker’s acceptances - - - - 142 5.9
Total 1,582 100.0 1,577 100.0 2,408 100.0

* As a percentage of finance costs.
232
Our finance cost consists primarily of interest charged on bank facilities granted by banking and
financial institutions. Our finance cost for the FYE 2020, FYE 2021 and FYE 2022 amounted to
0.7%, 0.5% and 0.7% of our total revenue, respectively.
Our finance costs for FYE 2021 decreased by approximately RM5,000 to RM1.6 million. Our
interest expense on onshore foreign currency loan increased by RM0.3 million mainly due to the
higher utilisation of this facility for the purchases of stainless steel products from overseas
suppliers for the FYE 2021.
This was partially offset by the decrease in interest expense on structured and trade commodity
financing by RM0.3 million due to lower utilisation of the banking facility which are commonly
used for the purchases of stainless steel products.
For FYE 2022 our finance costs increased by RM0.8 million, or 52.7% from RM1.6 million in FYE
2021 to RM2.4 million in FYE 2022. This was mainly due to the increase in interest expense on
structured and trade commodity financing facilities by RM0.5 million due to the higher utilisation
of this facility for the purchases of stainless steel products from overseas suppliers.
In addition, we had interest expense of RM0.1 million from banker’s acceptances in FYE 2022
which was used to finance purchases of stainless steel products, and interest expense of RM0.1
million from term loans in FYE 2022 arising from the drawdown of term loans used for the
purchase of the industrial leasehold land and the land area is approximately 435,615 sq. ft. We
entered into a sale and purchase agreement on 3 January 2022 to acquire the aforesaid land for
RM13.1 million. The acquisition was completed on 7 October 2022.
12.3.10 Net Impairment Losses on Financial Assets
FYE 2020 FYE 2021 FYE 2022

Impairment Losses RM’000 %* RM’000 %* RM’000 %*
Impairment losses:
- Trade receivables 189 1.8 1,942 71.4 629 (13.7)
- Other receivables 10,367 98.5 - - - -
- Others - - 825 30.3 - -
Reversal of impairment losses:
- Related parties - - - - (3,820)^ 83.1
- Trade receivables (36) (0.3) (47) (1.7) (1,407) 30.6
Net Impairment Losses 10,520 100.0 2,720 100.0 (4,598) 100.0

* As a percentage of net impairment losses.
^
Includes RM1.32 million classified under “others” under Note 27 of the Accountant’s Report.
During the Financial Years Under Review, our net impairment losses on financial assets mainly
comprised impairment losses on trade receivables, other receivables and reversal of impairment
loss in relation to related parties and trade receivables. Please refer to Note 3.10 (a) of the
Accountant’s Report set out in Section 13 of this Prospectus for additional information on our
accounting policy relating to impairment of financial assets.
233
(i) FYE 2020
Our net impairment losses on financial assets in FYE 2020 were RM10.5 million, mainly
comprised the following:
- impairment on trade receivables of RM0.2 million comprising allowance for impairment

losses related to trade receivables that are not recoverable from customers.
- impairment on other receivables of RM10.4 million was related to the advance payments
made to two suppliers in Indonesia for the purchase of coal for trading operations in FYE
2020.
During FYE 2020, our subsidiary (TSA Industries) has entered into agreements with 2
suppliers for the purchase of coal and we have made advance payments of RM10.4
million to the suppliers during the FYE 2020. However, the suppliers failed to fulfil its
obligations in delivery the coal pursuant to the agreement. Hence, the impairment was
made in the FYE 2020 due to the uncertainty in the recovering the said amount paid.
These impairment losses were partially offset by the reversal on impairment losses of
approximately RM36,000 pertaining to the subsequent collections from customers in relation to
the outstanding trade receivables that was provided earlier.
(ii) FYE 2021
In FYE 2021, our net impairment losses on financial assets were RM2.7 million, mainly comprised
the following:
- impairment losses on trade receivables of RM1.5 million comprising allowance for

impairment losses related to expected credit loss (ECL) made by TSA Industries, and
RM0.4 million allowance for impairment losses related to trade receivables that are not
recoverable from customers.
- impairment losses on other receivables of RM0.8 million pertaining to advance payments

made to a related party in relation to deposit paid for the acquisition of a piece of land in
Negeri Sembilan in FYE 2019 for which the sales and purchase agreement was
subsequently rescinded and revoked as the land was not suitable for our business.
These impairment losses were partially offset by reversal on impairment losses of approximately
RM47,000, pertaining to the subsequent collections from customers in relation to the outstanding
trade receivables that was provided earlier.
(iii) FYE 2022
For FYE 2022 we had a net reversal of impairment losses on financial assets amounting to RM4.6
million. Reversal of impairment losses on financial assets in FYE 2022 comprised the following:
- reversal of impairment losses of RM3.8 million pursuant to the recovery of amount due
from the related parties.
- reversal of impairment losses on trade receivables of RM1.4 million following the

impairment provided earlier based on the ECL computation under MFRS 9.
These reversals were partially offset by impairment losses on trade receivables of RM0.6 million
in relation to allowance made for impairment losses on trade receivables pursuant to the non-
recoverable from a customer.
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12.3.11 PBT, PAT and effective tax rate
Audited
FYE 2020 FYE 2021 FYE 2022
PBT from continuing operations (RM’000) 15,216 52,552 50,126
PBT margin (%) 6.5 17.4 14.0
Taxation 10,013 12,268 9,467
Effective tax rate (%) 65.8 23.3 18.9
PAT from continuing operations (RM’000) 5,203 40,284 40,659
PAT margin (%) 2.2 13.3 11.4
Our PBT increased by RM37.3 million, or 245.4%, to RM52.6 million in FYE 2021 which was
reflected in the increase in our total Group GP by RM38.5 million in FYE 2021, and decrease in
net impairment losses on financial assets by RM7.8 million. These were partially offset by
increases in administrative, distribution and other expenses, which increased by RM1.9 million,
RM4.8 million and RM0.8 million, respectively in FYE 2021.
Our PBT margin increased from 6.5% in FYE 2020 to 17.4% in FYE 2021 mainly due to the
decrease in net impairment losses on financial assets by RM7.8 million, as well as partially
contributed by the increase in GP margin from 20.4% in FYE 2020 to 28.5% in FYE 2021.
For FYE 2020, our effective tax rate was 65.8%, which was higher compared to the statutory tax
rate of Malaysia of 24.0%. This was mainly attributed to the following:
(i) TSA Industries did not claim the impairment loss of RM10.4 million as tax deductible
expenses in FYE 2020. The said impairment loss was relating to the advance payments
made to two suppliers in Indonesia for the purchase of coal for trading operations in FYE
2020 as disclosed earlier in Section 12.3.10 of this Prospectus.
(ii) additional tax payable of RM1.9 million mainly attributed to tax adjustments and
associated costs such as legal fees in handling the legal suits and other non-deductible
expenses arising from the cash embezzlement incident which had resulted in the
additional tax payables from YA 2015 to YA 2017. For further details on material litigation
pertaining to the embezzlement incident, please refer to Section 12.3.13 (ix) of this
Prospectus.
(iii) Under provision of taxation for year of assessment (YA) 2019 which amounted to RM1.3
million.
These were partially offset by the tax effect of differential tax rates of subsidiaries of RM0.1 million
in FYE 2020.
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For FYE 2021, our effective tax rate was 23.3%, which was lower than the statutory tax rate of
Malaysia of 24.0%. This was mainly attributed to the tax effects of over provision of Malaysian
income tax of RM0.8 million in previous financial year, differential tax rates of subsidiaries of
RM0.3 million, and utilisation of deferred tax assets not recognised in the previous financial year
of RM0.1 million. These were partially offset by the tax effects of
non-deductible expenses of RM1.3 million.
Our PAT margin increased from 2.2% in FYE 2020 to 13.3% in FYE 2021, mainly contributed by
the increase in PBT margin and decrease in effective tax rate in FYE 2021 compared to FYE
2020 as described above.
Our PBT decreased by RM2.4 million, or 4.6% from RM52.6 million in FYE 2021 to RM50.1
million in FYE 2022. The decrease in PBT was mainly contributed the decrease in our total Group
GP by RM6.6 million in FYE 2022 as described in Section 12.3.4 as well as increase in
administrative expenses, finance costs and other expenses.
In FYE 2022 our PBT margin decreased from 17.4% in FYE 2021 to 14.0% in FYE 2022. This
was contributed by the decrease in GP margin from 28.5% in FYE 2021 to 22.3% in FYE 2022,
as well as the increase in administrative expenses by RM6.7 million, increase in finance costs by
RM0.8 million and increase in other expenses by RM1.2 million, as described above.
Our effective tax rate for FYE 2022 was 18.9%, which was lower than the statutory tax rate of
Malaysia of 24.0%, This was mainly attributed to the tax effect of under-provision of deferred tax
in the previous financial year of RM2.4 million, and utilisation of deferred tax assets not
recognised in the previous financial year of RM1.6 million in FYE 2020. This was partially offset
by under-provision of current tax in the previous financial year of RM0.9 million and real property
gains tax arising from disposal of freehold land of RM0.2 million.
Our PAT margin decreased from 13.3% in FYE 2021 to 11.4% in FYE 2022, mainly due to the
decrease in PBT margin from 17.4% in FYE 2021 to 14.0%, which was partially offset by the
decrease in effective tax rate from 23.3% in FYE 2021 to 18.9% in FYE 2022, as described
above.
12.3.12 Significant Factors Affecting our Group’s Operations and Financial Performance
(i) Exposure to fluctuations in the price of stainless steel
Stainless steel products are the most important input material for our trading and
processing of stainless steel products, and manufacturing of stainless steel pipes. The
stainless steel products of the types that we purchase such as plates, sheets, coils and
bars are commodities, where the prices are subject to global market price fluctuations.
A prolonged increase in the market prices of stainless steel may increase our selling
prices thus may reduce demand for stainless steel products. Conversely, a sharp
decrease in the market prices of stainless steel may result in a situation whereby the
prevailing prices that our customers are willing to pay are lower compared to our average
purchase costs for the corresponding products in our inventory.
(ii) No long-term contracts with our customers
We do not have formal long-term contracts with any of our customers for all of our trading,
manufacturing and processing business activities. We supply goods to our customers
based on purchase orders. As we do not have long-term contracts with our customers,
there can be no assurance that our customers will continue to purchase stainless steel
and other products from us.
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(iii) Reliance on imports of stainless steel as well as other materials
We are dependent on foreign countries for the supply of stainless steel products as there
are no primary producers of stainless steel products particularly ingots, blooms, billets
and beam blanks, as well as hot-rolled intermediate products such as plates, sheets,
coils, rods and bars in Malaysia as at the LPD (Source: IMR Report). During the Financial
Years Under Review, we purchased 83.9%, 86.9% and 95.3% of our stainless steel
products from suppliers in other countries for the FYE 2020, FYE 2021 and FYE 2022,
respectively.
(iv) Planned new business activity to produce cold rolled stainless steel coils may not
succeed due to lack of experience
As part of our business strategy and plan, we intend to commence producing cold rolled
stainless steel coils using a stainless steel cold rolling line that we plan to establish. The
estimated cost of purchasing and installing one stainless steel cold rolling line and one
annealing furnace is RM[●] million, and the estimated cost of constructing the
manufacturing premises is RM[●] million. We do not have any experience in operating a
stainless steel cold rolling line to produce cold rolled stainless steel coils which will be a
new business activity for us. During the Financial Years Under Review, we started on
two new business activities namely coal trading and sand mining which were not
successful and adversely affected our financial performance. We have ceased the coal
trading business in FYE 2020 and we have divested the sand mining business by way of
novation in FYE 2022.
(v) Write-down of inventory value if it is mismanaged
The nature of our business requires us to purchase and keep a substantial and varied
stock of stainless steel and other products. The longer our stock remains unsold, the
higher our holding costs of inventory. If we fail to anticipate customer needs, efficiently
manage our inventory or properly store goods, we may be required to make provisions
for or write down the value of slow-moving, obsolete or damaged inventory or to write
down our inventories to the net realisable values.
(vi) Exposure to credit risk from some customers
We are exposed to credit risk from customers for that we have extended credit. The
normal credit terms that we grant our customers range from 30 days to 120 days. A
deterioration of our customers’ business performance may adversely affect their ability
to pay us in a timely manner for goods that we have supplied. If customers fail to pay us
within the stipulated credit period or fail to pay us at all, we may be required to make an
allowance for impairment losses to our trade receivables or write off our bad debts.
(vii) Impairment losses on financial assets
We were subject to impairment losses on financial assets during the Financial Years
Under Review which included, among others, in FYE 2020 impairment losses on other
receivables of RM10.4 million related to the impairment of advance payment made to the
coal supplier. Net impairment losses on financial assets had a material adverse effect on
our profitability for FYE 2020. Please refer to Section 12.3.10 of this Prospectus for
further details on impairment losses.
237
(viii) Exposure to unfavourable foreign currency exchange rate fluctuations
We are exposed to foreign currency exchange gains or losses arising from timing
differences between our billings, actual receipt of payments and conversion/translation
into RM, as well as when our assets, liabilities, revenue and earnings are recorded by
our subsidiary company in Singapore is translated from SGD into RM for financial
reporting and repatriation purposes.
significant proportion of our foreign purchases are denominated in USD, including
purchases of stainless steel and other metal products. We may also face foreign currency
exchange risks for our export sales.
(ix) Impact of interest rate
All our borrowings are interest-bearing obligations, any hikes in interest rates would affect
our financial performance. Our finance cost mainly comprises interest charges on
onshore foreign currency loans, structured and trade commodity financing, term loans,
hire purchases and banker’s acceptances that are granted by banks and financial
institutions. As at 31 December 2022, our total bank borrowings was RM64.7 million, of
which RM11.3 million were interest bearing based on floating rates, and RM52.6 million
were short term in nature, which are subjected to fluctuation of interest rates in the event
of entering into contracts for the facilities. Our finance cost increased from RM1.6 million
in FYE 2020 to RM2.4 million in FYE 2022. In this respect, any increases in interest rates
may impact on our financial performance. If we fail or encounter difficulties in meeting
our financial obligations when they fall due, this will result in a financial distress condition
which will affect our operations and financial performance. For the Financial Years Under
Review and up to the LPD, we have not defaulted on any payments of either the principal
or interests in relation to our bank borrowings.
(x) Exposure to the supply and prices of iron ore and key alloying materials
Stainless steel comprises iron as the main raw material and chromium and nickel as
some of the key alloying materials. Any increases in prices and/or interruptions in the
supply chain of these materials would directly affect the stainless steel industry.
Additionally, these key raw and alloying materials are bulky items that rely on shipping.
Thus, increases in shipping rates, road transportation, port congestions and shortage of
containers may ultimately impact the supply and prices of stainless steel, which may
affect our business performance.
(xi) Impact of economic, social, political, regulatory and pandemic risks
Economic, social, political and regulatory developments in the countries where we

operate could have a materially adverse effect on our business operations, financial
performance and growth prospects. Our business operations, financial performance and
growth prospects may also be affected if economic activities are affected by measures
implemented to control the spread of COVID-19 or other diseases. We operate in
Malaysia and Singapore, while we export our products to Thailand and other foreign
countries during the Financial Years Under Review.
(xii) Impact of slowdown in domestic and global manufacturing sector on demand for
stainless steel
A large proportion of stainless steel is used in the manufacturing sector, mainly due to
the properties of stainless steel which is resistant to rust and corrosion to many chemicals.
Any slowdown in the manufacturing sector in Malaysia, Singapore or our export countries
may impact the demand for our stainless steel products.
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(xiii) Impact of inflation
Our financial performance for the Financial Years Under Review was not materially
affected by the impact of inflation in Malaysia. Nevertheless, there is no assurance that
inflation may not materially affect our business and financial performance moving forward.
12.3.13 Liquidity and Capital Resources
(i) Working capital
Our business is financed by a combination of internal and external sources of funds.

Internal sources of funds comprised cash generated from our business operations while
our external sources of funds mainly consist of financing facilities from financial institutions.
These funds are mainly used to finance our business operations and growth.
Based on the statements of our financial position as at 31 December 2022, we had cash
and cash equivalents of RM31.4 million and total borrowings of RM64.7 million. As at 31
December 2020, 2021 and 2022 our current ratios were 2.0 times, 1.7 times and 2.4 times,
respectively. As at the LPD, our Group had available banking facilities amounting to
RM158.0 million, of which RM67.8 million are yet to be utilised.
Our Directors are of the opinion that, after taking into consideration our cash and cash
equivalents, cash generated from our business operations, the amount of banking facilities
and proceeds to be raised from the Public Issue, we will have adequate working capital to
meet our present and foreseeable requirements for at least 12 months from the date of this
Prospectus.
(ii) Cash flows
The following is a summary of our combined statements of cash flow for FYE 2020, FYE
2021 and FYE 2022. This should be read in conjunction with the Accountant’s Report as
set out in Section 13 of this Prospectus.
Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
Net cash from operating activities 25,619 15,788 37,607
Net cash for investing activities (1,053) (943) (2,477)
Net cash (for) / from financing activities (16,244) 8,880 (65,737)
Net increase / (decrease) in cash and cash 8,322 23,725 (30,607)
equivalents
483 189 (133)
Effects of foreign exchange translation
Cash and cash equivalents at beginning of the 29,444 38,249 62,163
financial year
Cash and cash equivalents at the end of the 38,249 62,163 31,423
financial year (1)
Note:
(1) The components of our cash and cash equivalents are set out below:
239
Audited
FYE 2020 FYE 2021 FYE 2022
RM’000 RM’000 RM’000
Continuing operations:
Fixed deposits with a licensed bank 530 537 544
Discontinued operations:
Cash and bank balances 820 993 -
Less:
Fixed deposits pledged to a licensed bank (530) (537) (544)
Cash and cash equivalents at the end of the 38,249 62,163 31,423
financial year
(a) Net cash from operating activities
FYE 2020
For FYE 2020, we had net cash from operating activities of RM25.6 million after taking into
account the following:
- decrease in inventories by RM6.6 million, which was mainly attributed to the

reduction in purchases of input materials in FYE 2020 due to the effects of COVID-
19.
- increase in trade and other receivables by RM7.7 million, which was mainly
attributed to the increase in other receivables due to advance payments of RM10.4
million made to the suppliers of coal as discussed in Section 12.3.10 (i) of this
Prospectus. In addition, there was advance payments of RM1.6 million paid in
relation to the sand mining business.
- increase in trade and other payables by RM4.4 million, which was attributed to
higher outstanding of trade payables as at 31 December 2020 mainly because we
received delivery for some of the input materials ordered from overseas suppliers
towards the end of FYE 2020.
- net interest paid of RM1.1 million, and net income tax paid of RM5.2 million during
FYE 2020.
FYE 2021
For FYE 2021, our net cash from operating activities was RM15.8 million after taking into
- increase in inventories by RM16.3 million, which was attributed to the higher closing
inventories of finished goods and raw materials mainly pertaining to the higher
material prices on the back of increasing Asian stainless steel prices, and higher
quantity of stainless steel inventory as at 31 December 2021.
- increase in trade and other receivables by RM14.8 million, which was mainly due to
the higher outstanding balance of trade receivables of RM64.7 million as at
December 2021 arising from higher sales during the last quarter of 2021 following
the easing of COVID-19 control measures.
In addition, there was an increase in the outstanding balance from other receivables
as at 31 December 2021 mainly attributed to advance payments to a supplier for the
purchase of the stainless steel cold rolling line of RM2.7 million and earnest deposit
of RM0.9 million for the purchase of the industrial leasehold land in FYE 2021.
240
Meanwhile, there was an increase in accruals whereby accruals were RM6.7 million
as at 31 December 2021 (31 December 2020: RM3.4 million) and this was mainly
pertaining to the accruals on sales incentives pursuant to achieving specified key
performance indicators.
- decrease in trade and other payables by RM1.0 million which was mainly due to the
lower outstanding balance of trade payables of RM12.9 million as at 31 December
2021 resulting from immediate payment upon delivery to overseas suppliers for the
purchase of input materials.
- Net interest paid of RM0.9 million and income tax paid of RM10.1 million during FYE
2021.
FYE 2022
For FYE 2022, our net cash from operating activities was RM37.6 million after taking into
- increase in inventories by RM3.6 million, due to the higher closing inventories of

RM82.6 million as at 31 December 2022 mainly contributed by finished goods. This
was attributed to the higher purchase prices of stainless steel input materials during
FYE 2022 on the back of increasing Asian stainless steel prices in the industry and
partly attributed to the effect of the depreciation of RM relative to USD in FYE 2022
on the purchase of imported input materials that are denominated in USD.
- decrease in trade and other receivables by RM7.5 million, which was mainly
contributed by the following:-
(i) Reversal of impairment losses of RM3.8 million pursuant to the recovery of

amount due from the related parties; and
(ii) Prepayments of RM0.9 million related to the construction of the manufacturing

premises.
- decrease in amount owing by our ultimate holding company (KVC Corporation) by

RM5.7 million pertaining to collections of advances provided earlier to KVC
Corporation. As at LPD, the advances have been settled.
- decrease in amount owing by related parties by RM1.2 million that was mainly
attributed to amounts owing by Nanyang and Asia Oriental (which were trade in
nature) to trade receivables pursuant to the disposal of Promoter’s shareholdings in
these previously related parties by the Promoters to third parties.
- net interest paid of RM1.8 million and net income tax paid of RM16.6 million.
- increase in amount owing to directors by RM0.6 million pertaining to advances from

directors to TSA Group for listing expenses of RM0.2 million, and provision of
dividends declared but not yet paid to shareholder of TSA Singapore of RM0.4
million. As at the LPD, the dividends declared has been paid.
(b) Net cash for investing activities
FYE 2020
Our net cash for investing activities in FYE 2020 was RM1.1 million, which was mainly
used for the following:
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- RM0.9 million for the purchase of investment properties, which comprise one
freehold condominium unit located at Ampang, Selangor, and one leasehold
condominium unit located at Seri Kembangan, Selangor.
- RM0.3 million for the purchase of factory and office equipment, furniture and fittings,
and transport equipment.
These were partially offset by repayment from net investment in a lease in FYE 2020
amounting to RM0.1 million which was rental collected from a sub-lease tenant, and
proceeds from the disposal of equipment of approximately RM36,000 comprising lorries,
forklift and computer equipment.
FYE 2021
For FYE 2021, our net cash for investing activities was RM0.9 million. We used RM1.3
million for the purchase of equipment, including bending machine, punching machine,
renovation on our operational facilities and furniture, fittings and office equipment.
This was partially offset by RM0.2 million received from proceeds from the disposal of right-
of-use assets comprising motor vehicles, and repayment from net investment in a lease
amounting to RM0.1 million, which was rental collected from a sub-lease tenant as
described above.
FYE 2022
For FYE 2022, our net cash for investing activities was RM2.5 million. This was mainly
attributed to the following:
- RM12.4 million mainly to fund the bulk of the total purchase of RM12.7 million of
equipment comprising RM10.5 million of payments made for one stainless steel cold
rolling line and annealing furnace and RM1.9 million used for the expansion of the
warehouse at our main operational facility in Balakong, Selangor, and motor
vehicles and transport equipment. The remaining payments were finance through
hire purchase.
- RM2.1 million used to fund part of the purchase of the industrial leasehold land
where the total purchase consideration was RM13.1 million and the balance was
funded through bank borrowings.
- net cash outflow of RM0.6 million from the disposal of the subsidiaries, namely TSA
Chemicals Sdn Bhd, Mitra ACNC Sdn Bhd, TSA Coal Trade Sdn Bhd and TSA
Mineral Resources Sdn Bhd. The total cash consideration for the said disposals was
RM0.3 million while the cash and bank balances of the above said companies was
RM0.9 million. Please refer to Note 32 of Accountant’s Report set out in Section 13
of this Prospectus for further details on the disposal of subsidiaries.
These were partially offset by the following:
- RM7.5 million from the disposal of property, plant and equipment which included
mainly RM7.2 million from the disposal of a piece of agriculture land to a related
party and the remaining were from the disposal of motor vehicles and office
equipment. Please refer to Section 10 of this Prospectus for further details on
disposal of the agriculture land.
- RM5.1 million proceeds received arising from the novation of letters of award of
concession and the sand mining operator agreement to related party pertaining to
sand mining business. Please refer to Section 10.1.1 (b) of this Prospectus for
further details on the said novation.
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(c) Net cash for or from financing activities
FYE 2020
For FYE 2020, our net cash for financing activities of RM16.2 million was mainly attributed
to the following:
- RM13.2 million of dividend payments to the shareholders of TSA Industries and a

shareholder of TSA Singapore in FYE 2020.
- net repayment of onshore foreign currency loan amounting to RM4.5 million which
were mainly used for the purchase of stainless steel materials.
- RM1.4 million for the repayment of term loans and RM0.5 million for the repayment
of hire purchases for motor vehicles.
- RM0.7 million for the repayment of lease liabilities pertaining to rental payments for
our sales offices and warehouses.
These were partially offset by net drawdown of structured and trade commodity financing
amounting to RM4.0 million for the purchase of input materials.
FYE 2021
For FYE 2021, our net cash from financing activities of RM8.9 million was mainly attributed
to RM8.7 million from the net drawdown of structured and trade commodity financing and
RM3.8 million from the net drawdowns of onshore foreign currency where these banking
facilities were used for the purchase of input materials.
These were partially offset by the following:
- RM2.3 million of dividend payments to the shareholders of TSA Industries and a

shareholder of TSA Singapore in FYE 2021.
- repayment of lease liabilities and hire purchase of RM0.7 million and RM0.7 million
respectively.
FYE 2022
Our net cash for financing activities for FYE 2022 of RM65.7 million was mainly attributed
to the following:
- RM50.4 million for the dividend payments to the shareholders of TSA Industries and
a shareholder of TSA Singapore in FYE 2022.
- net repayments of onshore foreign currency loan amounting to RM24.9 million which
were mainly used for the purchase of stainless steel materials.
- Others include repayment of lease liabilities and hire purchase of RM0.5 million and
RM0.4 million respectively, as well as repayment of term loans of RM0.2 million
pertaining to the acquisition of the industrial leasehold land that was completed on
7 October 2022.
These were partially offset by the net drawdown of bankers’ acceptances as well as
structured and trade commodity financing amounting to RM7.7 million and RM3.0 million
in FYE 2022 respectively, which were for the purchase of input materials.
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(iii) Bank borrowings
During the Financial Years Under Review, our bank borrowings are all secured, interest bearing based on floating interest rates and denominated
in RM or USD, as set out below:
As at 31 December 2020 As at 31 December 2021 As at 31 December 2022

Payable
Payable Payable Payable Payable within Payable
within 12 after 12 within 12 after 12 12 after 12
months months Total months months Total months months Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Term loan (1) - - - - - - 1,245 10,099 11,344
Onshore foreign currency loan (2)
43,142 - 43,142 48,014 - 48,014 22,573 - 22,573
Structured and trade commodity 11,774 - 11,774 20,510 - 20,510 22,377 - 22,377
financing (3)
Hire purchase payables (4) 550 445 995 307 585 892 239 556 795
Banker’s acceptances (5)
- - - - - - 7,657 - 7,657
Total 55,466 445 55,911 68,831 585 69,416 54,091 10,655 64,746
Debt-to-equity ratio (times)* 0.5 0.6 0.4
Notes:
 Calculated based on total interest-bearing borrowings excluding lease liabilities divided by total equity as at the end of the respective Financial Year
Under Review.
(1) Term loan is denominated in RM and used to finance the purchase of the leasehold industrial land.
(2) Onshore foreign currency loan in denominated in USD and is mainly used for working capital to purchase input materials.
(3) Structured and trade commodity financing is denominated in RM and USD and is mainly used for working capital to purchase input materials.
(4) Hire purchase payables are denominated in RM and SGD and are mainly used to purchase lorries and motor vehicles.
(5) Banker’s acceptances are denominated in RM and are mainly used to finance the purchase of input materials.
Our Group has not defaulted on payments of either interest and/or principal sum in respect of any bank borrowings during FYE 2020, FYE 2021,
FYE 2022 and up to the LPD. As at the LPD, we are not in breach of any terms and conditions and covenants associated with credit arrangements
or bank loans, which can materially affect our financial results, financial position or business operations, or the investments by holders of our
Shares.
244
The details of the credit facilities that our Group uses and its unutilised balances as at the LPD are as follows:
Effective Facilities utilised Balance unutilised

Contractual Maturity interest rates Credit limit as at LPD as at LPD
Credit facilities Currency Tenure profile per year RM’000 RM’000 RM’000
Credit facility A including:
Structured and trade RM and
150 days 150 days 6.01% to 6.24% 60,000 (1)
23,667 36,333
commodity financing USD
Credit facility B including:
Onshore foreign currency loan USD 150 days 150 days 6.15% to 6.25% (2)
35,000 (3)
30,596 4,404
Banker’s acceptances RM 150 days 150 days 4.25% to 4.60%
Credit facility C
Onshore foreign currency loan USD 150 days 150 days 6.07% to 6.69% 48,800 (4)
24,477 24,323
BLR + 0.75%,
Bank overdrafts RM - - 2,200 - 2,200
BLR + 1.00%
Term loans RM 10 years 1 - 5 years 4.81% to 7.14% 12,000 11,500 500
Total 158,000 90,240 67,760
BLR = Base lending rate.
Notes:
(1) Facilities utilised including Letter of Credit amounting to RM14.4 million.
(2) Combined credit limit of credit facility B’s onshore foreign currency loan and banker’s acceptances.
As at the LPD, saved as disclosed above, our Group did not use any other credit facilities.
245
(iv) Treasury policies and objectives
Our Group has been funding our operations through cash generated from our operations
and external sources of funds. The external sources of funds consist primarily of
borrowings from financial institutions. We have hire purchase mainly used to finance
purchases of motor vehicles. The normal terms granted by our suppliers are cash terms
and credit terms ranging from 30 days to 120 days.
As at the LPD, our Group’s borrowings from financial institution consist of the following:
- Onshore foreign currency loan mainly used as working capital to purchase input
materials where the purchase price is denominated in USD.
- Structured and trade commodity financing mainly used as working capital to

purchase input materials.
As at the LPD, our Group has banking facilities amounting to approximately RM158.0
million, where approximately RM67.8 million has yet to be fully utilised. The interest rates
of our borrowings as at the LPD are based on fixed and floating rates.
The main objective of our capital management is to maintain a strong credit rating and
healthy capital ratio in order to support our business and maximise shareholders’ value.
We review and maintain our capital structure to maintain the debt-to-equity ratio at an
optimal level based on the business requirements and prevailing economic conditions.
(v) Financial instruments for hedging purposes
As at the LPD, we have 12 subsisting foreign currency forward contracts with licenced
banks in Malaysia to purchase USD using RM at agreed foreign currency exchanges
rates during the specified contract duration periods. We utilise the USD purchased to
repay our onshore foreign currency loan as well as structured and trade commodity
financing that are denominated in USD. We have entered into these foreign currency
forward contracts to manage our exposure to foreign currency exchange rate fluctuations
between RM and USD. The value of our foreign currency forward contracts that are
subsisting as at the LPD is summarised in the following table:
As at 31 March 2023
Foreign currency forward contracts USD’000 RM’000*
USD 3,206 14,020

* Based on foreign currency exchange rates of between RM4.2540 = USD1.0000 and RM4.4233
= USD1.0000, as stipulated in the foreign currency forward contracts.
(vi) Financial guarantee contracts
As at the LPD, we do not have any financial guarantee contracts.
(vii) Contingent asset
Our Group initiated legal proceeding in 2017 to claim against several parties for the
unauthorised transfers of monies for the sum of approximately RM31.8 million from a
TSA Industries bank account. Based on advice from the legal counsel, the prospects of
success as the matter stands are fair to reasonable. Please refer to Note 38 of the
Accountant’s Report set out in Section 13 of this Prospectus.
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(viii) Contingent liabilities
As at the LPD, we are not aware of any material and/or indirect contingent liabilities that
may be incurred by our Group that may have a material impact on our financial position.
(ix) Material litigation, claims or arbitration
Save as disclosed below, we are not involved in any material litigation or arbitration, either
as plaintiff or defendant, which may have a material adverse effect on the business or
financial position of our Group. Our Directors are not aware of any legal proceeding,
pending or threatened, or of any fact likely to give rise to any legal proceeding which may
have a material adverse effect on the business or financial position of our Group:
(a) High Court of Shah Alam, Originating Summons No.: BA-24NCvC-1131-

09/2021
TSA Industries (“Plaintiff”)

-v-
1. Alliance Bank Malaysia Bhd;
2. RHB Bank Bhd;
3. HSBC Bank Malaysia Bhd; and
4. Public Bank Bhd,
(Alliance Bank Malaysia Bhd, RHB Bank Bhd, HSBC Bank Malaysia Bhd and
Public Bank Bhd are collectively referred to as “Defendants”)
On 24 September 2021, a discovery application (“Discovery Application”) was

commenced, on behalf of TSA Industries, against the Defendants to trace the
misappropriated funds which were transferred into Entrust Marketing’s account
(held in Alliance Bank Malaysia Bhd) belonging to Teoh Nam Hooi, who is the
brother of Teoh Lai Kin. The objective of tracing the funds is towards facilitation of
the assertion of TSA Industries’ right over the misappropriated funds. The
estimated claim for the misappropriated sums is RM7,843,334.
The Discovery Application has been completed. The instructing solicitors acting for
TSA Industries has commenced the execution proceedings following the decision
by the High Court in the civil suit set out in Section 12.3.13(ix)(b) of this Prospectus.
(b) High Court of Shah Alam, Civil Suit No.: BA-22NCvC-89-02/2017
TSA Industries (“Plaintiff”)

-v-
1. Teoh Lai Kin (“First Defendant”);
2. Teoh Nam Hooi (“Second Defendant”);
3. Chow Yew Fye (“Third Defendant”);
4. Jennifer Yen Lean Hwa (“Fourth Defendant”);
5. Teoh Lai Foong (“Fifth Defendant”); and
6. Standard Chartered Bank Malaysia Berhad (“Sixth Defendant”)
On 15 February 2017, a civil suit was commenced by TSA Industries, against the
Defendants for the unauthorised transfers of monies from TSA Industries’ bank
account maintained with the Sixth Defendant to the Second Defendant’s bank
account. Please refer to Section 12.3.13(ix)(a) of this Prospectus for details of the
Discovery Application.
247
Between 2003 and 2016, the First Defendant was employed as accounts executive
by TSA Industries. It is contended that the transfers were effected by way of 79
letters of instruction forged by the First Defendant for the benefit of the First to Fifth
Defendants.
TSA Industries is claiming against the First to Fifth Defendants for, amongst others,
(i) the sum of RM31,784,100.98 or such other sum as the Court deems fit and just;
(ii) an account and inquiry of the monies and assets of TSA Industries which have
been paid and/or transferred to the First to Fifth Defendants and/or any one of
them, and/or into the possession, custody and control of the First to Fifth
Defendants, and of the profits obtained by the First to Fifth Defendants or such
other person of the same; (iii) a declaration that the First to Fifth Defendants and/or
any one of them do repay such monies and/or profits and/or value of such assets
arising from the aforementioned account and inquiry of the monies and assets of
TSA Industries; (iv) interest on the amount claimed in item (i) above at the rate of
5% per annum on a compounded basis for a period to be determined by the Court
and (v) costs.
Further, TSA Industries is claiming against the Sixth Defendant, amongst others, a
declaration that the Sixth Defendant is not entitled to debit TSA Industries’ current
account with the sum of RM31,935,688.60 together with interest accrued therein
or such other sums as deemed fit and proper by the Court and costs.
On 9 December 2022, the Court ordered as follows:
(a) TSA Industries’ claim against the First to Fifth Defendants is allowed with
costs of RM150,000.00 to be paid by the First to Fifth Defendants to TSA
Industries; and
(b) TSA Industries’ claim against the Sixth Defendant is dismissed with costs of
RM150,000.00 to be paid by TSA Industries to the Sixth Defendant. Such
costs of RM150,000.00 is inclusive of all other previous costs orders
between TSA Industries and the Sixth Defendant which were made as costs
in the cause.
On 27 December 2022, an appeal was filed in the Court of Appeal (B-

02(NCvC)(W)-2432-12/2022) against the decision of the Court in relation to the
Sixth Defendant. The next case management is fixed for 9 January 2024 and the
appeal is fixed for hearing on 23 January 2024. The instructing solicitors acting for
TSA Industries is of the view that the prospects of success of the appeal as it
stands are fair.
Further, on 14 March 2023, 5 garnishee applications were filed to recover the

judgement sum owed to TSA Industries by the First to Fifth Defendants. As of 14
March 2023, the debt owing to TSA Industries by the First to Fifth Defendants is
RM32,364,083.68 (calculated based on the judgement sum, allocatur fee, costs
and interests). The case management for the 5 garnishee applications will be held
in June and July 2023. The instructing solicitors acting for TSA Industries is unable
to estimate the time for the 5 garnishee applications to be completed at this
juncture.
248
(c) High Court of Kuala Lumpur, Admiralty Action In Rem Suit No.: WA-27NCC-
44-10/2022
TSA Industries (“Plaintiff”) -v- The Owners and/or Other Persons Interested
in the Ship or Vessel “MSR No 1” (IMO NO.: 9141742) of Port of Panama
(“Vessel”) (“Defendant”)
TSA Industries purchased one set of reconditioned annealing furnace from

Hongkong Chengxin International Development Co. Limited (“Seller”) at a price of
USD1,127,760.50. On 13 September 2022, 23 packages of cargo containing
pieces of the annealing furnace (collectively, “Cargo”) were shipped on board the
Vessel from Shanghai to Port Klang. While on voyage from Shanghai to Port Klang,
the Vessel encountered turbulent weather conditions and 8 packages fell
overboard into the sea while 15 packages remained on board with varied degree
of damages of the packages. The Vessel arrived at Port Klang with the damaged
packages.
On 3 October 2022, the Court issued the Writ in rem and a Warrant of Arrest for
the Vessel. The arrest was effected on 4 October 2022 by the Sheriff of the Court
at the territorial waters of Malaysia at Port Klang. The arrest was on the basis that,
as the carrier and bailee of the Cargo, the Defendant had failed to ensure that the
Cargo is received by TSA Industries in a good, workable condition and was fit for
its function and purpose.
The solicitors acting for TSA Industries had, on 7 November 2022, filed the
statement of claim. TSA Industries is claiming, amongst others, the sum of
USD1,127,760.50, interest and legal and other costs amounting to RM400,000.
On 31 January 2023, the Vessel was released from arrest after security for the
claim amounting to USD1,240,536.55 (being the value of the cargo lost and costs
of RM400,000.00) was paid into Court. On 3 April 2023, the Admiralty Judge
dismissed the Defendant’s application to strike out the claim and to set aside the
arrest. The Court had directed the parties to confirm suitable trial dates and the
next case management is fixed for 15 May 2023.
The solicitors acting for TSA Industries is of the view that TSA Industries has good
chances of success of proving the claim at trial.
(x) Capital expenditure and divestitures
Capital expenditure
Our Group’s capital expenditure for FYE 2020, FYE 2021, FYE 2022 and as at the LPD,
are as follows:
Audited Unaudited
1 January
2023 up to
31 March
Method of FYE 2020 FYE 2021 FYE 2022 2023
financing RM’000 RM’000 RM’000 RM’000
Industrial leasehold Internally - - 13,068 -
land generated
funds, bank
borrowings
249
Audited Unaudited
1 January
2023 up to
31 March
Method of FYE 2020 FYE 2021 FYE 2022 2023
financing RM’000 RM’000 RM’000 RM’000
Capital work-in- Internally - - 10,474 -
progress generated
funds
Factory and office Internally 255 1,112 1,913 88

equipment, furniture generated
and fittings funds
Motor vehicles and Internally 70 722 283 -

transport equipment generated
funds, hire
purchase
Investment property Internally 889 - - -

generated
funds
Total 1,214 1,834 25,738 88
FYE 2020
For FYE 2020, our capital expenditure of RM1.2 million was mainly for the purchase of
investment properties comprising one freehold condominium unit and one leasehold
condominium unit, as well as factory and office equipment, furniture and fittings, and
transport equipment.
FYE 2021
For FYE 2021, our capital expenditure of RM1.8 million was mainly contributed by the
purchase of one bending machine and one punching machine, renovation works on our
main operational facility, and purchases of office equipment and furniture and fittings,
and purchases of motor vehicles and transport equipment,
FYE 2022
For FYE 2022, our capital expenditure of RM25.0 million was mainly contributed by the
acquisition of industrial leasehold land amounting to RM13.1 million where the acquisition
was completed in October 2022 and capital work-in-progress amounting to RM10.5
million relating to one stainless steel cold rolling line and one annealing furnace. We also
had capital expenditure amounting to RM1.9 million on warehouse and office equipment
for TSA Singapore and expansion of the warehouse at our main operational facility, and
RM0.3 million for the purchase of motor vehicles and transport equipment.
250
Capital divestitures
Our Group’s capital divestitures for FYE 2020, FYE 2021, FYE 2022 and as at the LPD
are as follows:
Audited Unaudited
1 January 2022
up to 31 March
FYE 2020 FYE 2021 FYE 2022 2023
Property, plant and equipment RM’000 RM’000 RM’000 RM’000
Property - - (5,000) -
Factory equipment and office # - ^(289) (3)
equipment, furniture and fittings,
and plant and machinery
Motor vehicles and transport # (176) ^(71) -
equipment
Total (#) (176) ^(5,360) (3)
# Less than RM1,000; ^ Including those arising from the disposal of subsidiaries and
business segment.
Kindly refer to Note 5 of the Accountant’s Report for further details of the abovementioned
capital divestitures.
For the FYE 2020 our capital divestitures amounted to less than RM1,000 comprising
disposal of equipment and motor vehicles.
For the FYE 2021, our capital divestitures of RM0.2 million was from the disposal of motor
vehicles.
For the FYE 2022, our capital divestitures of RM5.4 million mainly comprised RM5.0
million from the disposal of the Agricultural Land. In addition, we also disposed of factory
and office equipment, furniture and fittings and motor vehicles and transport equipment
arising from the disposal of the Disposed Subsidiaries.
(xi) Investment properties
The purchase price less accumulated depreciation charge (if applicable) of our
investment properties as at 31 December 2020, 2021 and 2022, and as at the LPD are
as follows:
Audited Unaudited
As at 31
FYE 2020 FYE 2021 FYE 2022 March 2023
Purchase price less
accumulated depreciation RM’000 RM’000 RM’000 RM’000
Freehold condominium unit 474 474 - -
Leasehold condominium unit 401 386 - -
Total 875 860 - -
The carrying amount of the investment properties listed above on our balance sheet as
at FYE 2020 and FYE 2021 were classified as held for sale.
Our investment properties consisted of the following:

- One freehold condominium unit located at Ampang, Selangor; and
- One leasehold condominium unit located at Seri Kembangan, Selangor.
251
Both investment properties were disposed together with the disposal of the disposed
subsidiaries, which was completed on 30 May 2022.
(xii) Assets and liabilities of disposal group classified as held for sale
On 15 April 2022, TSA Group entered into several share sale agreements in relation to
the disposal of the following subsidiaries (collectively known as “the disposed
subsidiaries”) for total consideration of approximately RM0.4 million:
- TSA Chemical Sdn Bhd (formerly known as TSA Oilfield Chemical Sdn Bhd);
- Mitra ACNC Sdn Bhd;
- TSA Coal Trade Sdn Bhd (formerly known as TSA East Malaysia Sdn Bhd); and
- TSA Mineral Resources Sdn Bhd.
The disposal of the disposed subsidiaries was completed on 30 May 2022.
On 30 May 2022, our Group entered into a novation agreement in relation to the disposal
of the sand mining business for a total sale consideration of RM5.1 million. The sand
mining business relates to the sand mining concession granted by the relevant state
authorities to TSA Industries in 2020. The novation completed on 30 May 2022.
On 31 May 2022, our Group entered into a sale and purchase agreement in relation to
the disposal of the freehold land for a total sale consideration of RM7.2 million, which the
disposal consideration was paid on 25 August 2022.
Please refer to Note 17 of the Accountant’s Report as set out in Section 13 of this
Prospectus for additional information on assets and liabilities of the disposal group
classified as held for sale.
(xiii) Capital commitments
Our capital commitments as at the LPD are summarised in the following table:
Source of funds
Internally
generated
funds /
Capital bank IPO
commitment borrowings Proceeds
RM’000 RM’000 RM’000
Construction of the Semenyih
[●] [●] [●]
Manufacturing Premises (1)
Approved and contracted for:
Consultants and payments to authorities [●] [●] -
Approved but not contracted for:
External works and services (2) [●] [●] -
Construction of the building, cabling and [●] [●] [●]
substation
Contingencies [●] [●] -
Stainless steel cold rolling line (3) [●] [●] -

Approved and contracted for:
Purchase, installation and commissioning of [●] [●] -
reconditioned stainless steel cold rolling line
and annealing furnace
252
Source of funds
Internally
generated
funds /
Capital bank IPO
commitment borrowings Proceeds
RM’000 RM’000 RM’000
Approved but not contracted for:
Purchase and installation of other machinery [●] [●] -
and equipment (4)
Construction and mechanical works (5) [●] [●] -
Contingencies [●] [●] -
Total [●] [●] [●]

Notes:
(1) The total estimated cost for the Semenyih Manufacturing Premises is estimated at RM[●]
million. Of this RM[●] million, RM[●] million had been paid as at the LPD and the balance
RM[●] million will be funded through internally generated funds and/or bank borrowings, and
IPO proceeds.
(2) Includes site clearing and earthworks, roadworks, retaining walls, drainage, sewerage, water
and electricity supply.
(3) The total estimated cost for the stainless steel cold rolling line is estimated at RM[●] million.
Of this RM[●] million, RM[●] million had been paid as at the LPD and the balance RM[●]
million will be funded through internally generated funds and/or bank borrowings.
(4) Includes overhead cranes and forklifts, weigh bridge and compressors.
(5) Includes foundation works, water and oil treatment plant, and structural and support
systems.
Please refer to Section 7.21 of this Prospectus for additional information on our business
strategy and plans.
Our capital commitments as at the LPD are as follows:
- RM[●] million for the construction of the Semenyih Manufacturing Premises,

including engaging consultants and payments to authorities, external works and
services, construction of the building, cabling and substation, and contingencies;
and
- RM[●] million for the stainless steel cold rolling line, including purchase,
installation and commissioning of the reconditioned stainless steel cold rolling
line and annealing furnace, other machinery and equipment (including overhead
cranes and forklifts, weigh bridge and compressors), construction and
mechanical works (including foundation works, water and oil treatment plant, and
structural and support systems), and contingencies. The stainless steel cold
rolling line will be installed at the Semenyih Manufacturing Premises.
Please refer to Section 7.21 of this Prospectus for additional information on our business
strategy and plans.
253
(xiv) Key financial ratios
Our key financial ratios are as follows:
As at 31 December
2020 2021 2022
RM’000 RM’000 RM’000
Trade receivables turnover period (days) (1)
93 73 64
Trade payables turnover period (days) (2) 31 26 17
Inventory turnover period (days) (3)
133 120 106
Current ratio (times) (4)
2.0 1.7 2.4
Debt-to-equity ratio (times) (5)
0.5 0.6 0.4
Notes:
(1) Computed based on dividing the average net trade receivables (excluding allowance for
impairment losses and those classified as held for sale) by the total revenue of the
respective financial year, and multiplying the result by the number of days in the financial
year (365 days). Average trade receivables is calculated by adding the opening and closing
balance of net trade receivables of the financial year and dividing the total by 2.
(2) Computed based on dividing the average net trade payables (excluding those classified as
held for sale) by the total cost of sales of the respective financial year, and multiplying the
result by the number of days in the financial year (365 days). Average trade payables is
calculated by adding the opening and closing balance of net trade payables of the financial
year and dividing the total by 2.
(3) Computed based dividing the average inventory (excluding those classified as held for sale)
by the total cost of sales of the respective financial year, and multiplying the result by the
number of days in the financial year (365 days). Average inventories is calculated by adding
the opening and closing balance of inventories of the financial year and dividing the total by
2.
(4) Computed based on dividing the current assets by the current liabilities as at the end of the
respective financial year.
(5) Computed based on dividing the total interest-bearing borrowings excluding lease liabilities
by the total equity as at the end of the respective financial year.
(a) Trade receivables
FYE 2020 FYE 2021 FYE 2022
Trade Receivables RM’000 RM’000 RM’000
Trade receivables 57,048 67,055 62,564
Less:
Allowance for impairment losses (790) (2,321) (1,270)
Classified as held for sale (61) (30) -
Net trade receivables 56,197 64,704 61,294
Average net trade receivables *59,779 60,451 62,999
Revenue 234,628 302,693 357,271
254
Trade receivables turnover period (days) 93 73 64

* Opening balance of net trade receivables for FYE 2020 was RM63.4 million.
Generally, we deal with our customers on cash terms and credit terms. The normal credit
terms that we grant our customers range from 30 days to 120 days. Other credit terms
are assessed and approved on a case-by-case basis.
Our trade receivables turnover period was computed excluding allowance for impairment
losses and those classified as held for sale. Trade receivables held for sales refer to
those of the Disposed Subsidiaries.
Our average trade receivables turnover periods for FYE 2020 was 93 days which falls
within the credit period. Our average trade receivables turnover period decreased from
93 days for FYE 2020 to 73 days for FYE 2021. This was mainly attributed to the
improvement in collections from customers during the FYE 2021. This also reflected in
the reduction in proportion of past due trade receivables from 32.0% in FYE 2020 to
27.5% in FYE 2021.
Meanwhile we had higher trade receivables balances as at 31 December 2021 due to

higher sales during the last quarter of FYE 2021 as the business activities picked up
following the easing of COVID-19 control measures.
The average trade receivables turnover period further decreased to 64 days for FYE
2022 which was attributed to lower sales to customers during the 4th quarter of FYE 2022.
In addition, we had higher cash sales in FYE 2022.
The ageing analysis of our trade receivables as at 31 December 2022 and the
subsequent collections up to the LPD are set out below:
Exceed credit period (days past due)

Within
credit 31 – 61 – 91 – More
period 1 – 30 60 90 120 than 120 Total
Gross trade receivables as 41,796 13,129 4,339 1,742 98 1,460 62,564
at 31 December 2022
(RM’000)
Less:
Allowance for impairment - - - - - (1,270) (1,270)

losses (RM’000)
Net trade receivables as at 41,796 13,129 4,339 1,742 98 190 61,294
31 December 2022
(RM’000)
Proportion of total trade 68.2 21.4 7.1 2.8 0.2 0.3 100.0
receivables (%)
Subsequent collections as 34,586 12,749 4,219 1,619 81 137 53,391
at LPD (RM’000)
Net trade receivables after 7,210 380 120 123 17 53 7,903
subsequent collections
(RM’000)
Proportion of net trade 91.2 4.8 1.5 1.6 0.2 0.7 100.0
receivables after
subsequent collections (%)
255
As at the LPD, RM53.4 million or 85.3% of the total gross trade receivables as at 31
December 2022 has been subsequently collected. Of the remaining outstanding amount,
RM7.2 million (91.2%) falls within the credit period while the remaining RM0.7 million
(8.8%) has exceeded the credit period.
(b) Trade payables
FYE 2020 FYE 2021 FYE 2022
Trade Payables RM’000 RM’000 RM’000
Trade payables 17,964 12,903 13,100
Less:
Classified as held for sale (12) (4) -
Net trade payables 17,952 12,899 13,100
Average net trade payables *15,802 15,426 13,000
Cost of sales 186,680 216,283 277,507
Trade payables turnover period (days) 31 26 17

* Opening balance of trade payables for FYE 2020 was RM13.7 million.
The normal trade credit terms granted to us by our creditors are cash term and from 30
to 120 days credit.
Our trade payables turnover period decreased from 31 days for FYE 2020 to 26 days for
FYE 2021 mainly attributed to further increase in the proportion of input materials
purchased from overseas suppliers during FYE 2021 compared to FYE 2020, which
resulted in the decrease in trade payables turnover period as overseas suppliers
provided shorter credit period compared to Malaysian suppliers.
Our trade payables turnover period decreased from 26 days for FYE 2021 to 17 days for
FYE 2022, mainly due to further increase in the proportion of input materials that we
purchased from overseas suppliers in FYE 2022 compared to FYE 2021. As overseas
suppliers provided shorter credit period compared to Malaysian suppliers, our trade
payables turnover period in FYE 2022 was lower compared to FYE 2021.
256
The ageing analysis of our trade payables as at 31 December 2022 and the subsequent
payments up to the LPD are set out as below:
Exceed credit period (days past due)

Within
credit 31 – 61 – 91 – More
period 1 – 30 60 90 120 than 120 Total
Net trade payables as at 31 12,036 685 356 1 - 22 13,100
December 2022 (RM’000)
Proportion of total trade 91.9 5.2 2.7 - - 0.2 100.0
payables (%)
Subsequent payments as (10,681) (685) (356) (1) - (22) (11,745)
at LPD (RM’000)
Net trade payables after 1,355 - - - - - 1,355
subsequent payments
(RM’000)
Proportion of trade 100.0 - - - - - 100.0
payables after subsequent
payments (%)
As at the LPD, RM11.7 million or 89.7% of the total trade payables as at 31 December
2022 has been subsequently paid. All outstanding amount was within the credit period.
257
(c) Inventories
FYE 2020 FYE 2021 FYE 2022

RM’000 RM’000 RM’000
Raw materials 23,851 25,962 21,510
Packaging material 733 768 898
Work-in-progress 489 909 394
Finished goods 30,546 47,084 58,331
Goods-in-transit 7,532 4,304 1,494
Inventories 63,151 79,027 82,627
Average inventories 67,785* 71,089 80,827
Cost of sales 186,680 216,283 277,507
Average inventory turnover period (days)(1) 133 120 106
Raw materials 41 42 31
Packaging material 2 1 1
Finished goods 74 66 69
Goods-in-transit 14 10 4
* Opening balance of inventories for FYE 2020 was RM72.4 million.
Note:
(1) Based on average inventory of the respective financial years over total cost of sales of
the respective financial year and multiplied by 365 days
Our inventories for continuing operations comprise the following:

- Raw materials mainly comprising stainless steel products for our manufacturing
of stainless steel pipes and processing of stainless steel business activities;
- Packaging material for our outgoing products;
- Work-in-progress mainly comprising stainless steel pipes and process stainless
steel products in the midst of production; and
- Finished goods mainly comprising stainless steel, other metal products,
hardware and other products purchased from third-party suppliers for our trading
business activity, as well as finished stainless steel pipes that we manufactured
in-house and processed stainless steel products.
Our inventory turnover period for the FYE 2021 was 120 days, a reduction of 13 days
compared to FYE 2020, which was mainly due to recovery in demand as the COVID-19
situation gradually improved, which was also reflected in increase in our revenue in FYE
2021 compared to FYE 2020.
Our inventory turnover period was further reduced by 14 days, to 106 days for FYE 2022,
which was we reduced the quantity of stainless steel products that we held in our
inventory, and we generally purchased stainless steel products as and when required to
replenish the inventories during FYE 2022. This was undertaken as a prudent measure
in response to the fluctuations in the market prices of stainless steel products during FYE
2022 compared to FYE 2021.
258
(d) Current ratio
FYE 2020 FYE 2021 FYE 2022
Current Ratio RM’000 RM’000 RM’000
Current assets 171,848 224,172 191,797
Current liabilities 86,492 133,523 79,057
Current ratio (times) 2.0 1.7 2.4
Our current ratio declined from 2.0 times as at 31 December 2020 to 1.7 times as at 31
December 2021. This was mainly due to an increase in dividends payable by RM33.0
million and an increase in current bank borrowings by RM13.4 million. This was partially
offset by an increase in cash and bank balances by RM23.7 million from net cash
generated during the year, an increase in inventories by RM15.9 million arising from
higher purchase quantity and prices for stainless steel products purchased during FYE
2021 on the back of higher average Asian stainless steel prices. In addition, trade
receivables increased by RM8.5 million mainly due to recovery in sales from customers
in Malaysia in the second half of 2021 following the gradual easing of COVID-19 control
measures.
Our current ratio increased from 1.7 times as at 31 December 2021 to 2.4 times as at 31
December 2022. The increase in current ratio was mainly due to decrease in dividends
payable by RM35.0 million, decrease in current bank borrowings by RM14.7 million and
decrease in current tax liabilities by RM5.7 million as at 31 December 2022 compared to
31 December 2021, and increase in other receivables, deposits and prepayments by
RM4.1 million mainly due to advance payments to suppliers for the purchase of stainless
steel input materials and earnest deposit for the purchase of the industrial leasehold land,
and increase in the value of inventories by RM3.6 million mainly due to higher average
purchase prices of input materials, including stainless steel products on the back of
higher average Asian stainless steel prices during FYE 2022.
These were partially offset by decrease in cash and bank balances by RM29.7 million
mainly due to payment of dividends to the shareholders of TSA Industries and reduction
of trade receivables by RM3.4 million mainly attributed to lower sales to customers during
the fourth quarter of FYE 2022 as we had higher cash sales during FYE 2022. In addition,
there was a decrease in amount owing by ultimate holding company by RM5.7 million as
the said amount settled in FYE 2022.
(e) Debt-to-equity ratio
FYE 2020 FYE 2021 FYE 2022
Debt-to-equity Ratio RM’000 RM’000 RM’000
Total borrowings* 55,911 69,416 64,746
Total equity 121,058 124,792 150,039
Debt-to-equity ratio (times) 0.5 0.6 0.4
Note: *Refer to total interest-bearing borrowings excluding lease liabilities
Our debt-to-equity ratio as at 31 December 2020 was not materially different from 31
December 2019 at 0.5 times.
259
As at 31 December 2021, our debt-to-equity ratio was slightly higher at 0.6 times. This
was mainly attributed to increases in onshore foreign currency loan as well as structured
and trade commodity financing of RM4.9 million and RM8.7 million, respectively, which
were used as working capital to purchase input materials.
Our debt-to-equity ratio decreased to 0.4 times as at 31 December 2022, which was
mainly attributed to decrease in RM25.4 million in the outstanding balance of our onshore
foreign currently loan which was used as working capital to purchase input materials. In
addition, our total equity increased by RM25.2 million from total comprehensive income
for the FYE 2022 of RM40.6 million net of dividends distributed of RM15.4 million.
12.3.14 Accounting Policies and Audit Qualifications
There was no accounting policy adopted which is peculiar to our Group because of the nature
of our business or the industry we operate in during the Financial Years Under Review. The
Accountant’s Report did not contain any audit qualification for the Financial Years Under
Review.
12.3.15 Trend Analysis
As at the LPD, our Board confirms that our operations have not been and are not expected to
be affected by any of the following:
(i) known trends, demands, commitments, events or uncertainties that have had, or that we
reasonably expect to have, a material favourable or unfavourable impact on our financial
performance, position, operations, liquidity and capital resources, saved as disclosed in
this section and Sections 7.15, 9 and 12.3 of this Prospectus;
(ii) material commitments for capital expenditure, saved as disclosed in Section 12.3 of this
Prospectus;
(iii) unusual, infrequent events or transactions or any significant economic changes that have
materially affected the financial performance, position and operations of our Group,
saved as disclosed in this section and Sections 7.15, 9 and 12.3 of this Prospectus;
(iv) known trends, demands, commitments, events or uncertainties that had resulted in a
material impact on our revenue and/or profits, save for the interruption to business and
operations due to the COVID-19 pandemic, saved as disclosed in this section and
Sections 7.15, 9 and 12.3 of this Prospectus; and
(v) known trends, demands, commitments, events or uncertainties that are reasonably likely
to make our Group’s historical combined financial statements not indicative of the future
financial performance and position, saved as disclosed in this section and Sections 7.15,
9 and 12.3 of this Prospectus.
However, our Board foresees certain risk factors as set out in Section 9 of this Prospectus that
may affect our future financial condition and results of operations.
Our Board is optimistic about the future prospects of our Group after taking into account the
overview of the stainless steel industry in Malaysia as set out in Section 8 of this Prospectus,
our competitive advantages and key strengths as set out in Section 7.3 of this Prospectus and
our business strategies as set out in Section 7.21 of this Prospectus.
260
12.3.16 Order Book
Order book is not relevant to our Group as all of the orders that we received for our trading,
manufacturing and processing business activities during the Financial Years Under Review and
up to the LPD are in the form of purchase orders. As at the LPD, we do not have long-term
contracts for the supply of goods with any of our customers.
12.3.17 Significant Changes
Between FYE 2022 and up to the LPD no significant changes have occurred that may have a
material effect on the financial position and results of our Group.
12.4 DIVIDEND POLICY
Our Group presently does not have any dividend policy. Our ability to pay dividends or make
other distributions to our shareholders in the future years is subject to various factors, such as
having profits and excess funds that are not required to be retained to fund our business, and
the dividends received from our subsidiaries.
Our Board will consider the following factors (which may not be exhaustive) when declaring
dividends:
(i) our level of cash and indebtedness;
(ii) our required and expected interest expense, cash flows, profits, return on equity and
retained earnings;
(iii) our expected results of operations and future level of operations; and
(iv) our projected levels of capital expenditure and other investment plans.
There is no assurance as to whether the dividend distribution will occur as intended, the amount
of dividend payment or timing of such payment.
Further, under the Act, our Company may not declare or pay dividend, or make a distribution
out of contributed surplus, if there are reasonable grounds for believing that:
(i) our Company is or would after the payment be unable to pay its liabilities as they become
due; or
(ii) the realisable value of the Company’s assets would thereby be less than its liabilities.
During the Financial Years Under Review, we have declared and paid for the following
dividends:
1 January
2023 to 31
FYE 2020 FYE 2021 FYE 2022 March 2023
RM’000 RM’000 RM’000 RM’000
Dividends declared (1) 12,000 35,000 15,000 20,000 (2)
Dividend paid (3) 13,155 2,313 50,384 -
To our shareholders 13,000 2,000 50,000 -
To minority interests 155 313 384 -
PAT 5,203 40,284 40,659 NA
Dividend payout ratio (4) (%) 230.6 86.9 36.9 NA
261
NA = Not applicable.
Notes:
(1) Dividends declared was based on date of declaration.

(2) Dividends was declared in respect of FYE 2022, and subsequently paid on 4 April 2023.
(3) Dividends paid was based on timing of payment.
(4) Computed based on total dividends declared divided by PAT.
Save for those disclosed in the table above, we have not declared or paid for any other
dividends during the Financial Years Under Review and up to the LPD. Please refer to Note 33
of the Accountant’s Report in Section 13 of this Prospectus for further details.
The dividends distributed for the FYE 2020, FYE 2021, FYE 2022 and in April 2023 were
distributed based on the funds available to our Group in excess of the funding requirements for
our business operations. The declaration of these dividends would not affect the execution and
implementation of the Group’s future plans or strategies moving forward.
No inference should or can be made from any of the foregoing statements as to our actual
future profitability or our ability to pay dividends in the future.
262
RegistrationNo.:
12.5 REPORTING ACCOUNTANT’S REPORT ON THE COMPILATION OF PRO FORMA

STATEMENTS OF FINANCIAL POSITION
A Crowe Crowe Malaysia PL T

201S0000OCXJ 5 (LLPOO1 3tl17-lCA) 6. Ar 101 8
Chartered Accountants
Level 16, Tower C, Megan Avenue II
12, Jala n Yap Kwan Seng
50450 Kuala Lumpur
Malaysia
Main +603 27889999
Fax +603 27889998
www.crowe.my
2 6 APR 20Z3
The Board of Directors
TSA Group Berhad
Lol 3998 Jalan 6/2A,
Taman Indus!ri Selesa Jaya,
43300 Balakong,
Salangar Darul Ehsan,
Malaysia.
Dear S irs/Madams,
TSA GROUP BERHAD ("TSA GROUP" OR "THE COMPANY")

REPORT ON THE COMPILATION OF PRO FORMA STATEMENTS OF FINANCIAL POSITION AS
AT 31 DECEMBER 2022
We have completed our assurance engagement to report on the compilation of Pro Forma Statements
of Financial Position of TSA Group Berhad ("TSA Group") and its subsidiaries (hereinafter referred to
8S the "the Group") as at 31 December 2022 and the related notes (as set out in Appendix A which we
have stamped for the purpose of identification) prepared by the Board of Directors of the Company for
inclusion in the Prospectus in connection with the proposed listing of and quotation for the entire issued
share capital of the Group on the ACE Market of Bursa Malaysia Securities Berhad ("the Li sting").
The applicable criteria on the basis of which the Board of Directors of the Company have compiled the
Pro Forma Statements of Financial Position are described in the notes thereon to the Pro Forma
Statements of Financial Position , and are specified in the Prospectus Gu idelines issued by the
Securities Commission Malaysia ("the Prospectus Guidelines").
The Pro Forma Statements of Financial Position have been compiled by the Board of Directors of the
Company to illustrate the impact of the events or transactions set out in the notes thereon to the Pro
Forma Statements of Financial Position as if the transactions have been implemented and completed
on 31 December 2022 on the Group's financial position as at that date.
As part of this process, information about the Group's financial position as at 31 December 2022 has
been extracted by the Board of Directors of the Company from the Acco untant's Report of TSA Group
for the financial year ended 31 December 2022, which are audited by us
THE BOARD OF DIRECTORS' RESPONSIBILITIES
The Board of Directors of the Company is solely responsible for compiling the Pro Forma Statements
of Financial Position on the baSIS as described in the notes thereon to the Pro Forma Statements of
Financial Position and in accordance with the requirements of the Prospectus Guidelines .
Page 1 of 3
CrO·.';e Mala}'Sia PI..T Is a mamb lll" of CroY/a Global. a Swi ss v9roln . Each member firm of CroW9 ("..10001Is a separate an d Independert 13O]a l ent ity. CroYle M alays a FlT and liS
IIffili."!l ~s are not re~ p:lMibi e or ~ab!e for any Bets or omiss ions of Crowo Gl o b~ or any other member of Crowe Global . Oow e Global d ocs not rorde r ony profossional sClVlocs C lrod
does not h a~e an ow{)!)l"shl p or ~ne rshlp Inlllr€ sl in CmwlI MlIl><y>;i a PlT.
270
263
RegistrationNo.:
~REPORTING
12.5 ACCOUNTANT’S REPORT
Crowe OF FINANCIAL POSITION
STATEMENTS
ON THE COMPILATION OF PRO FORMA
REPORTING ACCOUNTANTS' INDEPENDENCE AND QUALITY CONTROL
We have complied wilh the independence and other ethical requirement of the International Code of
Ethics for Professional Accountants (including International Independence Standards) issued by the
International Ethics Standard Board for Accountants, which is founded on fundamental principles of
integrity, objectivity, professiona l competence and due care, confidentiality and professional behaviou r.
The Firm applies International Standard on Quality Management 1 (ISQM 1), Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or other Assurance or Related Services
Engagements and accordingly mainta ins a comprehensive system of quality control including
documented policies and procedures regardin g compliance with e thical requirements, professionat
standard s and applicable legal regulatory requirements .
REPORTING ACCOUNTANTS' RESPONSIBILITIES
Ou r responsibility is to express an opinion , as requ ired by the Prospeclus Gu ideli nes issued by the
Secu riti es Commission Malaysia, about whelher the Pro Forma Statements of Financial Position have
been complied, in all material respects , by the Board of Directors of the Company on the basis as
described in the notes thereon to the Pro Forma Statements of Financial Position and in accordance
wi th the requirements of the Prospectus Guidelines .
We conducted ou r engagement in accord ance with International Standard on Assurance Engagements

(ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Inform ation
Included in a Prospectus, issued by the Malaysian Institute of Accountants . This standard requires th at
we plan and perform procedu res to obtain reasonable assurance about whether the Board of Directors
of the Group has compiled , in all material respects , the pro forma financial info rm ation on the basis of
the applicable criteria .
For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinion
on any historical financial information used in compiling the Pro Forma Statements of Financial Position ,
nor have we , in the course of this engagement, performed an audit or review of the financ ial information
used in compilin g the Pro Forma Statements of Financial Position.
The purpose of Pro Forma Statements of Financial Position included in a prospectus is solely to
illustrate the impact of a significan t event or transaction on unadjusted financial inform ation of the entity
as if the e vent had occurred or the transaction had been undertaken at an earlier date selected for
pur poses of the illustration. Accordingly, we do not provide any assu rance that the actual ou tcome of
the event or transaction would have been as presented .
Page 2 of 3
Crowe Malaysia PLT Is a member of Crowe Global, a Swiss verein. Each memw firm of Crowe Global Is a separate and Ildependent legal entity. Crowe Malaysia PLT aod its
amlleles are nol responsible or liable fOf any acts or omlulotls of Crowe Global or any other member 01 Crowe Global. Qowe Global does not render any professional services and
does not have an ownership or partnership Interest in Crowe Malaysia PLT.
270
264
RegistrationNo.:
~REPORTING
12.5 ACCOUNTANT’S REPORT
Crowe OF FINANCIAL POSITION
STATEMENTS
ON THE COMPILATION OF PRO FORMA
REPORTING ACCOUNTANTS' RESPONSIBILITIES (CONT'O)
A reasonable assurance engagement to report on whether the Pro Forma Statements of Financial
Position have been compiled, in all material respects, on the basis set out in the notes thereon to the
Pro Forma Statements of Financial Position and in accordance with the requirements of the Prospectus
Guidelines, involves performing procedures to assess whether the applicable criteria used by the Board
of Directors of the Company in the compilation of the Pro Forma Statements of Financial Position
provide a reasonable basis for presenting the significant effects directly attributable to the events or
transactions, and to obtain sufficient appropriate evidence about whether:
The related pro forma adjustments give appropriate effect to those criteria; and
The Pro Forma Statements of Financial Position reflect the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on our judgement, having regard to our understanding of the nature
of the Group, the events or transactions in respect of which the Pro Forma Statements of Financial
Position have been compiled, and other relevant engagement circumstances .
The engagement also involves evaluating the overall presentation of the Pro Forma Statements of
Financial Position.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
OPINION
In our opinion , the Pro Forma Statements of Financial Position of the Group as at 31 December 2022
have been compiled , in all material respects, on the basis set out in the notes thereon to the Pro Forma
Statements of Financial Position and in accordance with the requirements of the Prospectus Guidelines.
OTHER MATTER
Our report on the Pro Forma Statements of Financial Position have been prepared for inclusion in the
Prospectus ofTSA Group in connection with the Listing . As such , this report should not be used for any
other purpose without our prior written consent. Neither the firm nor any member or employee of the
firm undertakes responsibility arising in any way whatsoever to any party in respect of this report
contrary to the aforesaid purpose.
Yours faithfully,
Crowe Malaysia PLT Ooi Song Wan

201906000005 (LLP0018817-LCA) & AF 1018 02901/10/2024 J
Chartered Accountants Chartered Accountant
Kuala Lumpur
Page 3 of 3
Growe M alaysia PlT is a member 01 Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separale and ind ependent legal entity. Crowe M alaysia PLT and its
affiliates are not responsible or liable for any ac ts or omissions of Crowe Global or any other member 01 Crowe Global. Crow e Global does not render any professional services and
does not have an ownership or partnership interElst in Crowe Malaysia PLT. 270
265
Registration No.: 202201010003 (1455700-A) Registration
RegistrationNo.:
No. 202201010003
202201010003 (1455700-A)
(1455700-A)
12. FINANCIAL INFORMATION (Cont’d) 12. FINANCIAL INFORMATION (Cont’d)
Appendix A
12.5 REPORTING ACCOUNTANT’S REPORT 12.5
ON REPORTING
THE COMPILATION
ACCOUNTANT’S
OF PRO REPORT
FORMA ON THE COMPILATION OF PRO FORMA
FQr ldentifi;a:.;m On~
STATEMENTS OF FINANCIAL POSITION STATEMENTS OF FINANCIAL POSITION
TSA GROUP BERHAD AND ITS SUBSIDIARIES I ~ Crowe
CI'O'MI Miila)'5li PLT
2~IIiO&OOV0Ill5(LI..POOII1I7-l.CA) ~ AF 1018
ChEo'I~r.,.j Aooou"I<trlls
PRO FORMA STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2022
Pro Forma I Pro Forma II Pro Forma 111 Pro Forma rv

After
Adjuslment Adjustment After Pro After Pro
Asal for Material for Material Forma I and After Pro Utmsation Forma Uland
3t Dec 2022 Subsequent Subsequenl Pre-IPO Pre-IPD Forma nand of Utiisatioll of
Event Events Exercise Exercise Pubic issue Public Issue Proceeds Proceeds
Note RM'OOO mOOD RM'OOO RMOOO RM'OOO RM'OOO RM'OOO RM'OOO RMOOO
ASSETS
NON·CURRENT ASSETS
Property, pont and equipmenl 34,545 34,545 34,545 34,545 34,545

Righl-of-use assels 13,669 13,669 13,669 13,669 13,669
Deferred tax assets 1,355 1,355 1,355 1,355 1,355
49,569 49,569 49,569 49,569 49,569
CURRENT ASSETS
Inventories 82,627 82,627 82,627 82,627 82,627
Trade receivables 61,294 61 ,294 61,294 61 ,294 61 ,294
ClIher receivab~s , deposils and
prepayments 15,796 15,796 15,796 15,796 15,796
Arrount owing by related parties 11 2 112 112 112 112
Currenllax assets 1 1 1 1 1
Fii<ed deposils v,th icensed banks 544 544 544 544 544
Cash and bank bakl/1ces 7,1 31,423 (20000) 11,423 11,423 lel lel lel le l
191,797 171 ,797 171.197 le l l el
TOTAL ASSETS 241,366 221 ,366 221 ,366 Ie ] Ie )
Page 1 of 13
266
RegistrationNo.:
No. 202201010003
202201010003 (1455700-A)
(1455700-A)
Appendix A
ON REPORTING
THE COMPILATION
ACCOUNTANT’S
OF PRO REPORT
FORMA ONFel IdaTHE COMPILATION OF PRO FORMA
rd,l' CIIllon Only
STATEMENTS OF FINANCIAL POSITION STATEMENTS OF FINANCIAL POSITION ~ Crowe

TSA GROUP BERHAD AND ITS SUBSIDIARIES Crowe Malaysia PLT
20'IItGOQCiOO>I L LI'OO'~'N."~ eo'" ,0,.
Ctw1~red Accountants
PRO FORMA STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2022 (CONTD)
Pro Forma I Pro Forma 11 Pro Forma III Pro Forma IV

After
Adjustment Adjustment After Pro After Pro
As at for Material for Material Forma I and After Pro Utilisation Forma III and
31 Dec 2022 Subsequent Subsequen1 Pre-IPO Pre-IPO Forma. and of Utilisation of
Event Even1s Exercise Exercise Public ~sue Public Issu, Proceeds Proceeds
Nole RM'OOO RM'OOO RM'OOO RMOOO RM'OOO RM'OOO RM'OOO RMOOO RM'OOO
EQUITY AND LIABILITIES
EQUITY
Share capilal 7.2 5,000 5,000 115,000 120,000 [e l [el [e l [e l

Reserves 7.3 142,729 (20,000) 122,729 (115,000) 7,729 7, 729 [e l le l
147,729 127,729 127,729 [e l [e l

NON-CONTROLLING INTERESTS 2,310 2,31 0 2,310 2,310 2,310
TOTAL EQUITY 1$0,039 130,039 130,039 [e l [e l
NON-CURRENT LIABILITIES
Lease liabilrties 265 265 265 265 265
Borro",ngs 7.4 10,655 10,655 10,655 10,655 10,655
Deferred tax liabi lities 1,350 1,350 1,350 1,350 1,350
12,270 12,270 12,270 12,270 12,270
Page 2 of 13
267
RegistrationNo.:
No. 202201010003
202201010003 (1455700-A)
(1455700-A)

ON REPORTING
THE COMPILATION
ACCOUNTANT’S
OF PRO REPORT
FORMA ONFor Idenc
THE ,ficallon COMPILATION
Only OF PRO FORMA
Appendix A
STATEMENTS OF FINANCIAL POSITION STATEMENTS OF FINANCIAL POSITION Crowe J.....

TSA GROUP BERHAD AND ITS SUBSIDIARIES t,; . ew <I M cl:ll/&i3 f'L.. 1
201 9J1l00OCO~ IllJ'ClO!M1H.CAi 3 Af 1016
Cr.artQl"1iId Ae ~ ,rl\ a n u;
PRO FORMA STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2022 (CONT'D)
Pro Forma I Pro Forma II Pro Forma III Pro Forma N

After
Adjustment Adjustment After Pro After Pro
As at for Material for Material Forma I and After Pro Utilisation Forma 01 and
31 Dec 2022 Subsequent Subsequent Pre·IPO Pre·IPO Forma II and of Utilisation of
Event Events Exercise Exercise Public Issue Public Issue Proceeds Proceeds
Note R~OOO RM'OOO RNrOOO R~OOO R~OOO R~OOO R~OOO RMOOO RMOOO
CURRENT LIABILITIES
Trade payab~s 13,1 00 13,100 13,100 13,100 13, 100

other payables and accruals 8,452 8,452 8,452 8,452 8,452
Arrount owing to directors 1,179 1,179 1,179 1,179 1,179
Current tax liabilities 1,815 1,815 1,815 1,815 1,815
lease liabilrties 420 420 420 420 420
Borrov~ ngs 7.4 54,091 54,091 54,091 54,091 [e ] [e ]
79,057 79,057 79,057 79,057 [e]
TOTAL LIABILITIES 91 ,327 91 ,327 91 ,327 91 ,327 [e ]
221 ,366 [e ]
TOTAl. EQUITY AND LIABILITIES 241 ,366 221 ,366 [e '
Nut'T'ber of ordinary shares 5,001 ,000 5,001 ,000 231 ,975,000 309,300,000 309,300,000
f'.k!1 assels I"NA") @ (RMOOO) 147,729 127,729 127,729 [e ] [e]
NA per ordinary share (RM) 29.54 25.54 0.55 [e ] [e ]
Notes:-
... ~ Extracted from the Accountant's Report as at 31 December 2022.
@ • represents net assets attributable to owners of the Company, wh ich is also known as shareholders' equity.
Page 3 of 13
268
RegistrationNo.:
12.5 REPORTING ACCOUNTANT’S REPORT ON THE COMPILATION OF Appendix

FOf IdenUrution Only
PRO FORMA
A
STATEMENTS OF FINANCIAL POSITION Crowe A
Crowe Malaysia Pl T
20 1 90800000~ (LL POO188 11-LCAI '" AF 1018
Cha rtered Accountant s
TSA GROUP BERHAD AND ITS SUBSIDIARIES
NOTES TO THE PRO FORMA STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2022
1. ABBREVIATIONS
Unless the context otherwise requires, the following words and a bbreviations shall apply
throughout this report:-
Abbreviations
TSA Group or the Company TSA Group Berhad

Registration No. : 202201010003 (1455700A) .
The Group TSA Group Berhad,

TSA Industries Sdn . Bhd .
Registration No.: 199301025961 (280699W) ;
TSA Industries (SEA) Pte. Ltd .
Registration No. : 201007352G;
Mitra Bintang Sdn. Bhd .
Registration No.: 200401008356 (646860U) ;
TSA Pipes Manufacturing Sdn. Bhd .
Registration No.: 199401005295 (290974K) ;
Asia Inox Sdn. Bhd .
Registration No.: 202301011146 (1505068U) .
TSA Industries TSA Indu stries Sdn . Bhd .
TSA Singapore TSA Industries (SEA) Pte. Ltd .
Mitra Bintang Mitra Bintang Sdn. Bhd .
TSA Pipes TSA Pipes Manufacturing Sdn . Bhd .
Asia Inox Asia Inox Sdn. Bhd.
TSA Industries Acquisition The acquisition by the Company of the entire

issued share capital of TSA Industries from
TSA Industries Vendors for a total purchase
consideration of RM 120,000, 150 which was
satisfied entirely by issuance of 231 ,974,000
new Shares . The acquisition is expected to
complete in 2023.
Vendors KVC Properties Sdn . Bhd .

Registration No. : 199501042080 (371284A) ;
Barisan Jutawan Sdn . Bhd .
Registration No.: 200001033057 (535664D) ;
Chew Kuan Fah;
Chew Yik Wai; and
Ng Kim Liang.
IPO Initial public offering .
Listing Proposed listing of and quotation for the

entire issued share capital of TSA Group on
the ACE Market of Bursa Malaysia Securities
Berhad .
TSA Group Shares or Shares Ordinary shares in TSA Group .
RM and sen Ringgit Malaysia and sen , respectively .
270 Page 4 of 13
269
RegistrationNo.:

FOI' Ideotilicalion Only
PRO FORMA
A
STATEMENTS OF FINANCIAL POSITION ~Crowe
Crowe Malaysia PL T
201 $06000005 (l.LPO01U17 -l CA) & Af 101 8
Ch&ftered Accountants
TSA GROUP BERHAD AND ITS SUBS IDIAR IES
NOTES TO THE PRO FORMA STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER

2022 (CONT'D)
2. INTRODUCTION
The Pro Forma Statements of Financial Position of the Group as at 31 December 2022 together
with the notes thereon, for which the Board of Directors of the Company are solely responsible ,
have been prepared for illustrative purpose only for the purpose of inclusion in the Prospectus
in connection with the Listing and should not be relied upon for any other purposes .
3. BASIS OF PREPARATION
3.1 Group Structure
The pro forma corporate structure of TSA Group is presented as fo llows :-
TSAGroup
~ 100%
TSA
Industries
I
1 100 % 1 100
% ~ 100% 1 80%
TSA
TSAPipes Mitra Bintang Asia Inox Singapore
Asia Inox was incorporated on 24 March 2023 as a private limited company and
domiciled in Malaysia and is a dormant company since its incorporation.
3.2 Accountant's Report
The Pro Forma Statements of Financial Position oflhe Group as at 31 December 2022
are prepared based on the Accountant's Report of TSA Group for the financial year
ended 31 December 2022 in accordance with Malaysian Financial Reporting
Standards and International Financial Reporting Standards, and in a manner consistent
with the format of the financial statements and accounting policies of the Group.
The Accountant's Report used in the preparation of these Pro Forma Statements of
Financial Position were not subject to any audit qualification, modification or disclaimer
of opinion .
270 Page 5 of 13
270
RegistrationNo.:
12.5 REPORTING ACCOUNTANT’S REPORT ON THE COMPILATION

fOf IdentifICati on Only OF Appendix
PRO FORMA
A
STATEMENTS OF FINANCIAL POSITION
A Crowe
Crowe Malays ia PL T
2011106000005 (LlPOOllla l 7·lCAj & lIE l0 1e
TSA GROUP BERHAD AND ITS SUBSIDIARIES Chattered Ac count ants

2022 (CONT'D)
3. BASIS OF PREPARATION (CONT'D)
3.3 Business Combinations
The business combinations of TSA Group involving the formation of a new holding
company, namely TSA Group Berhad, to undertake a restructuring exercise through
the acquisition of TSA Industries Sdn. Bhd . and ils subsidiaries . This acquisition is
accounted for as follows:-
(a) Acquisition of TSA Industries Sdn. Bhd . and its subsidiaries
To formalise the listing group in preparation for the listing of the TSA Group,
TSA Group has undertaken the TSA Industries Acquisition . TSA Group has
entered into a Conditional Shares Sale Agreement and Supplementary
Agreement on 8 November 2022 and 21 April 2023 respectively , with the
Vendors to acquire the entire equity interest of TSA Industries compri sing
5,000,000 ordinary shares for a tolal purchase consideration of
RM120,000,150. The said purchase consideration was arrived at based on the
adjusted audited consolidated net assets ofTSA Induslries as at 31 December
2022 after taking into consideration of Pre-IPO Dividend as set out in Note 4
below.
The TSA Industries Acquisition represents an internal restructuring whereby it

is a continuation of the acquired entity and the assets and liabilities of the
acquired entity are stated at their existing carrying amounts. The difference
between the consideration paid and share capital of the acquired entity is
accounted for as reorganis ation reserve or deficit as applicable .
3.4 Applicable Criteria
(a) The Pro Forma Statements of Financial Position of TSA Group together with
the accompanying notes thereon , have been prepared solely to illustrate the
effect on the financial position of TSA Group as at 31 December 2022 as if
events and transactions as set out in Note 4 and Note 5 herein been
implemented on 31 December 2022 .
(b) The Pro Forma Statements of Financial Position of TSA Group have been
prepared for illustration purposes using the Accountant's Report as set out in
Note 3.2 above which are prepared in accordance with Malaysian Financial
Reporting Standards and International Financial Reporting Standards and are
not subject to any qualification, modification or disclaimer.
(c) The Pro Forma Statements of Financial Position ofTSA Group have also been
compiled in a manner consistent with the format of the audited financial
statements and accounting policies of TSA Group.
(d) Material and appropriate adjustments have been made in the preparation of
Pro Forma Statements of Financial Position ofTSA Group.
The Pro Forma Statements of Financial Position as at 31 December 2022 are not
necessarily indicative of the financial position that would have been attained as if
events and transactions actually occurred on 31 D ecember 2022 . The Pro Forma
Statements of Financial Position have been prepared for illustrative purpose only, and
because of this nature, may not give a true picture of the actual effects of the
transactions on the Group's future financial position.
270 Page 6 of 13
271
RegistrationNo.:

PRO FORMA
AFor Idenlification Only

Crowe Malaysia PL T
201i06OOOOOS (lLPOO l aaI7-LCA) & IIF 1018
Charlered Accountants

2022 (CONT'D)
4. MATERIAL SUBSEQUENT EVENTS OCCURRING AFTER 31 DECEMBER 2022
Dividends Declared
Qn 29 March 2023, the Board of Directors declared an interim dividend of RM4 per ordinary
share amounting to RM20 ,000,000 for the financial year ended 31 December 2022 ("Pre-IPQ
Dividend").
The Pre-IPQ Dividend is illustrated in the Pro Forma in accordance with Paragraph 9.20 of
Chapter 9, Part II Division I: Equity of the Prospectus Guidelines.
5. LISTING SCHEME
The following proposals were undertaken in conjunction with , and as an integral part of the
Listing:-
5.1 Pre-IPO Exercise
Acquisition of TSA Industries Sdn. Bhd. and its subsidiaries
TSA Group has entered into a Conditional Shares Sale Agreement and Supplementary
Agreement on 8 November 2022 and 21 April 2023 respectively to acquire the entire
issued share capital of TSA Industries Sdn. Bhd . and its subsidiaries . The details are
as follows :-
Equity Purchase No. of shares

Interest consideration issued by
Company name (%) RM TSA Group
TSA Industries Sdn . Bhd . 100 120,000,150 231,974,000
RM
Purchase consideration 120,000,150

Less :-
Share capital of TSA Industries (5,000 ,000)
Reorganisation deficit 115,000,150
The purchase consideration of TSA Industries Sdn. Bhd . was arrived on a willing-buyer
willing-seller basis, after taking into consideration the adjusted audited consolidated net
assets of TSA Industries Sdn . Bhd . as at 31 December 2022 and the effect of Pre-IPQ
Dividend as set out in Note 4 above. The acquisition is expected to complete in 2023 .
270 Page 7 of 13
272
RegistrationNo.:

PRO FORMA
A
For Identi~eal ion Ontl'

Crowe M elaysia Pl T
20 1i0600000s (LLPCO I sel1·LCAj & AF 10 . 8
Chartered Acc 0l.I'11an ls

2022 (CONT'D)
5. LISTING SCHEME (CONT'D)
The following proposals were undertaken in conjunction with, and as an integrat part of the
Listing (Cont'd):-
5.2 Public Issue
The Public Issue of 77,325,000 new Shares, representing approximately 25% of the
enlarged share capital of TSA Group at an issue price of [el per Share allocated
in the following manner:-
• 15,465,000 Public Issue Shares will be made available for application by the
Malaysian Public by way of balloting;
• 15,465,000 Public Issue Shares will be made available for application by the
eligible directors, employees and persons who have contributed to the success
of the Group;
• . 7,732,500 Public Issue Shares will be made available for application by way of
private placement to non-Bumiputera investors; and
• 38,662,500 Public Issue Shares will be made available for application by way of
private placement to Bumiputera investors approved by Ministry of International
Trade and Industry ("MITI").
5.3 Proposed Listing
The admission of the listing of and quotation for the entire enlarged issued and paid-
up share capital of TSA Group of [el comprising 309,300,000 Shares on
the ACE Market of Bursa Malaysia Securities Berhad will be sought.
6. PRO FORMA ADJUSTMENTS TO THE PRO FORMA STATEMENTS OF FINANCIAL

POSITION
6.1 Pro Forma I
Pro Forma I incorporates the effects of the Material Subsequent Event as set out in
Note 4 above .
6.2 Pro Forma II
Pro Forma II incorporates the effects of Pro Forma I and Pre-IPQ Exercise as set out
in Note 5.1 to the Pro Forma Statements of Financial Position .
6.3 Pro Forma III
Pro Forma III incorporates the effects of Pro Forma II and Public Issue as set out in
Note 5.2 to the Pro Forma Statements of Financial Position.
270 Page 8 of 13
273
RegistrationNo.:

FOI' Idenlirati on Only
PRO FORMA
A
Crowe Malaysia PL T
2011K1600000S (l lPOO l ae l 1-lCA) ' AF "Ie
TSA GROUP BERHAD AND ITS SUBSIDIARIES Cho/lered AccOUllanls

2022 (CONT'D)
6, PRO FORMA ADJUSTMENTS TO THE PRO FORMA STATEMENTS OF FINANC IAL

POS ITION (CONT'D)
6.4 Pro Forma IV
Pro Forma IV incorporates the effects of Pro Forma III and the Utilisation of Proceeds
from Public Issue, The proceeds from the Public Issue will be utilised as follows:-
Estimated
timeframe for
utilisation from the
Purposes Amount of Ilroceeds date of listing
RM %
Capital expenditure ( 1) [el [el Within 24 months
Repayment of bank borrowings(' ) [el [el Within 5 months
Working capital [eJ [el Within 36 months
Estimated listing expenses (3),(4) [el [ el Within 1 month
[eJ [eJ
Notes to the utilisation of proceeds:-
(1) As at the latest practicable date of/he prospectus, none of the total utilisation of
proceeds for capital expenditure were supportable by any purchase orders, sales
and purchase agreements or contractual binding agreements, Accordingly, the
utilisation of proceeds for capital expenditure is not rel/ected in the pro forma
statements offinancial position,
(2) The Group intends to utilise [el of its IPO proceeds as settlement for
certain bank borrowings as at 31 December 2022. The utilisation is ref/ected in
the pro forma statements of financial position.
(3) If the actual listing expenses are higher than budgeted, the deficit will be funded
by internally generated funds, Conversely, if the actual listing expenses are lower
than amount budgeted, the excess will be utilised for the general working capital
requirements,
(4) The estimated listing expenses of [el directly attributable to the Public
Issue will be set off against share capital and the remaining estimated listing
expenses of [el that is attributable to the Listing will be charged to the
statements of profit or loss and other comprehensive income ,
270 Page 9 of 13
274
RegistrationNo.:

For Idenlil\cali on Only A
PRO FORMA
Crowe Mala y sIa PL T
201106000005 (l lPOO IU17· LCAj & AF 10 18
Chartered Accoun tanls

2022 (CONT'D)
7. EFFECTS ON THE PRO FORMA STATEMENTS OF FINANCIAL POSITION
7.1 Cash and bank balances
Note RM'OOO
As at 31 December 2022 31,423

Dividend declared and paid 4 (20,000)
As per Pro Forma I and II 11 ,423
Pursuant to Public Issue 5.2 [el
As per Pro Forma III [el

Pursuant to Utilisation of Proceeds:
- Repayment of bank borrolMngs 6.4 [el
- Estimated listing expenses 6.4 (el
As per Pro Forma IV [el
7.2 Share capital
Number of Amount of
Ordinary Shares Share CapHal
Note '000 RM'OOO
As at 31 Decerr!Jer 2022" 5,000 5,000
Add: Issuance of ordinary shares @ 1 #
As per Pro Forma I 5,001 5,000
Add: Ordinary shares issued pursuant to
the acquisition of subsidiaries 5.1 231,974 120,000
Less: Acquisition of subsidiaries 5.1 (5,000) (5.000)
As per Pro Forma II 231 ,975 120,000
Pursuant to Public Issue 5.2 77,325 (el
As per Pro Forma III 309,300 (el

Pursuant to Ulilisation of Proceeds:
- Estimated listi ng expenses 6.4 (e l
As per Pro Forma IV 309,300 [el
Notes:-
# - Amount less than RM1 ,000 .
•• - TSA Group Sdn. Bhd. was incorporated on 18 M arch 2022 with an issued share
capital of RM10 comprising 100 ordinary shares.
@ - On 21 October 2022, TSA Group Sdn. Bhd. increased its issued and paid-up share
capital from RM10 to RM100 by way of issuance of 900 new ordinary shares for
cash consideration of RM90. Subsequently, on 1 November 2022, the Company
has been converted from a private limited company to a public company limited by
shares, namely TSA Group Berhad.
270 Page10 of13
275
RegistrationNo.:
No. 202201010003
202201010003 (1455700-A)
(1455700-A)

f O( ldenl~oeabon 0r1Iy
ON REPORTING
THE COMPILATION
ACCOUNTANT’S
OF PRO REPORT
FORMA ON THE COMPILATION Appendix
OF PRO A FORMA
STATEMENTS OF FINANCIAL POSITION STATEMENTS OF FINANCIAL POSITION ~ Crowe
Crows Malays" PL T
201_00000S (lLPOO1MI1-l.CAj ' AF lOla
Cl'IaIllIrod ~ant$
NOTES TO THE PRO FORMA STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2022 (CONT'O)
7. EFFECTS ON THE PRO FORMA STATEMENTS OF FINANCIAL POSITION (CONT'O)
7.3 Reserves
Retained Reorganisation Translation

Total reserves earnings deficn reserves
Note RM'OOO RM'OOO RM'OOO RM'OOO
As at 31 December 2022 142.729 141 .941 788
Dividend declared and paid 4 (20 ,000) (20,000)
As per Pro Forma t 122.729 121 ,941 788
Pursuant to 1SA Industries Acquisition 5.1 (115,000) (115,000)
As per Pro Forma II 7,729 121 .941 (115,000) 788
Pursuant to Utilisation of Proceeds:

- Estimated listing expenses 6.4 [e l [e l
As per Pro Forma III and IV [e l [e l (115.000) 788
Page 11 of 13
276
RegistrationNo.:

For IdenlincatKll'l Only
PRO FORMA
A
Crowe Malaysia PLT
201ll06000005 (llP001U17-lCA) & AF lO la
TSA GROUP BERHAD AND ITS SUBSIDIARIES Chartered ACCOOIllaniS

2022 (CONT'D)
7. EFFECTS ON THE PRO FORMA STATEMENTS OF FINANCIAL POSITION (CONT'D)
7.4 Borrowings
Note RM'OOO
Non-current
As at 31 December 20221 As per Pro Forma I, II, III and IV: 10,655
Current
As at 31 December 20221 As per Pro Forma I, II and III : 54,091
Less:
Pursuant to Utilisation of Proceeds
- Repayment of bank borro"";ngs: 6.4
As per Pro Forma IV:
270 Page 12 of 13
277
RegistrationNo.:
12.5 REPORTING ACCOUNTANT’S REPORT ONForTHE COMPILATION OFAppendix

Iden tll icatlon O nly
PRO FORMA
A
STATEMENTS OF FINANCIAL POSITION ~ Crowe
Crowe M alaySia PLT
20 190600000 5 (llPOOIU17-L CA) & AI' 1018
Chartered Accounla n(s
APPROVAL BY THE BOARD OF DIRECTORS
Approved and adopted by the Board of Direclors in accordance with a resolu tion dated 2 1 APR 2023
On beh alf of the Board of Directors,
ew Kuan Fah ChewYik Wai
270 Page 13 of 13
278
13. ACCOUNTANT’S REPORT
~ Crowe Crowe Malaysia PLT

201906000005 (LLPOOI8817· LCA) & AF 1018
Chartered Accountants
Level 16, Tower C, Megan Avenue II
12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
2 6 APR 2023 Malaysia
Main +60327889999
Fax +60327889998
The Board of Directors www.crowe.my
TSA Group Berhad
Lot 3998 , Jalan 6/2A,
Taman Industri Selesa Jaya,
43000 Balakong, Selangor.
Dear SirslMadams
REPORTING ACCOUNTANTS' OPINION ON THE COMB INED AND CONSOLIDATED FINANCIAL

STATEMENTS CONTAINED IN THE ACCOUNTANT'S REPORT OF TSA GROUP BERHAD (" THE
COMPANY" OR "TSA GROUP")
OPINION
We have audited the combined and consolidated fin ancia l statements of TSA Group Berhad and its
subsidiaries ("collectively referred to as the Group") which comp rise the combined and consolidated
statements of financial position as at 31 December 2020, 31 December 202 1 and 31 December 2022,
combined and consolidated statements of profit or loss and other comprehens ive income, combined and
consolidated statements of changes in equity and combined and consolidated statements of cash fl ows of
the Group fo r each of the financial years ended ("FYE") 31 December 2020, 31 December 2021 and 31
December 2022 , and notes to the financ ial information , including a summary of significan t accounting
policies as set out on pages 4 to 119.
The historical financial information has been prepared for inclusion in the prospectus of the Group in
connection with the listing of and quotation for the entire issued share capital of the Group on the ACE
Market of Bursa Malaysia Securi ties Berhad . This report is required by the Prospectus Guidelines issued
by the Secu rities Commission Malaysia ("SC") (the "Prospectus Gu idelines ") and is given for the purpose
of complying with Chapter 10 of the Prospectus Guidelines and for no other pu rpose.
In ou r opinion, the financial information gives a true and fair view of the financial position of the Group as
at 31 December 2020, 31 December 2021 and 31 Decem ber 2022 and of their financ ial performance and
their cash fl ows for the fi nancial years then ended 31 December 2020 , 31 December 202 1 and 31
December 2022 in accordance with the Malaysian Financial Reporting Standards ("MFRS") and
International Financial Reporting Standards ("IFRS").
BASIS FOR OPINION
We cond ucted our aud it in accordance with approved standards on aud iting in Malaysia and Intern ational
Standards on Auditing. Ou r responsibilities under those standards are further described in the Reporting
Accounta nts' Responsibilities for the Audit of the financ ial information section of our report. We believe tha t
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion .
Independence and Other Ethical Responsibilities
We are independent of the Group in accorda nce with the By-Laws (on Professional Ethics, Conduct and
Practice) of the Malaysian Institute of Accountants ("By-Laws") and the International Ethics Standards
Board for Accou ntants' International Code of Ethics for Professional Accountants (incfuding International
Independence Standards) ("IESBA Code") and we have fu lfilled our other ethical responsibilities in
accordance with the By-Laws and the IESBA Code.
Page 1
286
Crowe Malaysia PLT Is a member 01 Crowe Global, a Swiss verein. Each member firm 01 Crowe Global is a separate and lndependenllegal entity. Crowe Malaysia PLT and Its
affiliates are not responsible or liable for any acl s or omissions of Crowe Global Of any other member of Crowe Global. Crowe Global does not render any professional services and
does nol have an ownership or partnership Interest in Crowe Malaysia PLT.
279
13. ACCOUNTANT’S REPORT (Cont’d)
~ Crowe
DIRECTORS' RESPONSIBILITY FOR THE FINANCIAL INFORMATION
The Directors of TSA Group are responsible for the preparation of the financial information of the Group
that gives a true and fair view in accordance with MFRS and IFRS. The Directors are also responsible for
such internal control as the Directors determine is necessary to enable the preparation of financial
information that are free from material misstatement, whether due to fraud or error.
In preparing the financial information of the Group, the Directors are responsible for assessing the Group's
ability to continue as a going concern , disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations , or have no realistic alternative but to do so.
REPORTING ACCOUNTANTS' RESPONSIBILITY FOR THE AUDIT OF FINANCIAL INFORMATION
Our objectives are to obtain reasonable assurance about whether the financial information of the Group as
a whole are free from material misstatement, whether due to fraud or error, and to issue a report that
includes our opinion . Reasonable assu rance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate , they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial information.
As part of an aud it in accordance with approved standards on auditing in Malaysia and International
Standards on Auditing, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:-
Identify and assess the risks of material misstatement of the financial statements of the Group, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion , forgery, intentional omissions , misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit pro cedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors .
• Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and ,
based on the audit evidence obtained , whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we
conclude that a material uncertainty exists , we are required to draw attention in our report to the related
disclosures in the financial information of the Group or, if such disclosures are inadequate, to modify
our opinion . Our conclusions are based on the audit evidence obtained up to the date of our report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
Page 2
Crowe Malaysia PLT Is a member of Crowe Global, a Swiss ve rein, Each member firm o f Crowe Global is a separate and independ ent legal entity. C rowe M alaysia PLT and it s
287
affiliates are not responsible or liable for any act s or omissions o f Crowe Global or any other member of Crowe Global. Crowe Glob al does not render any professional services and
docs not havQ on ownomhip or partnershi p interest in Crowe M alaysia PL T.
280
~ Crowe
REPORTING ACCOUNTANTS' RESPONSIBILITY FOR THE AUDIT OF FINANCIAL INFORMATION

(CONT'D)
• Evaluate the overall presentation , structure and content of the financial information of the Group,
including the disclosures, and whether the financial information of the Group represents the underlying
transactions and events in a manner that achieves fair presenlation .
• Obtain sufficient appropriate audit evidence regarding the combined and consolidated financial
information of the entities or business activities within the Group to express an opinion on the combined
and consolidated financial information of the Group. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings , including any significant deficiencies in internal control that we identify
during our audit.
RESTRICTION ON DISTRIBUTION AND USE
This report is made solely to the Group for incl usion in the prospectus of the Group in relation to the listing
of and quotation for the entire issued share capital of the Group on the ACE Market of Bursa Malaysia
Securities Berhad . As such, this report shou ld not be used for any other purpose without our prior written
consent. Neither the firm nor any member or employee of the firm undertakes responsibility arising in any
way whatsoever to any party in respect of this report contrary to the aforesaid purpose .
Crowe Malaysia PL T Ooi Song Wan

201906000005 (LLP0018817-LCA) & AF 1018 02901/10/2024 J
Chartered Accountants Chartered Accountant
Kuala Lumpur
Page 3
Crowe Malaysia PLT is a member of Crowe Global, a Swiss vereln. Each member lirm of Crowe Global is a separate and independent legal entity. Crowe Malaysl~ PLT and its
287
affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global. Crowe Global does not render any profeSSional services and
docs not have an ownership or partnership Interest in Crowe Millaysia Pl T.
281
Registration No. 202201010003 (1455700-A) RegistrationNo.
202201010003(1455700-A)
(1455700-A)
13. ACCOUNTANT’S REPORT (Cont’d) 13. ACCOUNTANT’S REPORT (Cont’d)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Audited
At 31 December
2020 2021 2022
Note RM'OOO RM'OOO RM 'OOO
ASSETS
NON-CURRENT ASSETS
Investment in an associate 4
Property, plant and equipment 5 24 ,918 23,947 34,545
Investment properties 6
Right-of-use assets 7 528 540 13,669
Net investment in a lease 8 24
Deferred tax assets 9 1,355
25,470 24,487 49,569
Page 4
282
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONT'D)
Audited
At 31 December
2020 2021 2022
Note RM 'OOO RM'OOO RM 'OOO
CURRENT ASSETS
Inventories 10 63,151 79 ,027 82,627
Net investment in a lease 8 136 24
Trade receivables 11 56,197 64 ,704 61 ,294
Other receivables , deposits and prepayments 12 7,046 11 ,692 15,796
Amount owing by ultimate holding company 13 5,749 5,749
Amount owing by a related company 14
Amount owing by related parties 15 1,609 1,268 112
Current tax assets i i 1
Fixed deposit with a licensed bank 16 530 537 544
Cash and bank balances 37,429 61 ,170 31,423
171 ,848 224 ,172 191 ,797

Assets of disposal group classified as held for sale 17 12,290 11 ,994
TOTAL ASSETS 209,608 260 ,653 241 ,366
Page 5
283
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONT'D)
Aud ited
At 31 December
2020 2021 2022
Note RM'OOO RM'OOO RM 'OOO
EQUITY AND LIABILITIES
EQUITY
Share capital 18 5,000 5,000 5,000
Reserves 19 114,800 118,007 142,729
119,800 123,007 147,729

NON-CONTROLLING INTERESTS 1,258 1,785 2,310
TOTAL EQUITY 121 ,058 124,792 150,039
NON-CURRENT LIABILITIES
Lease liabilities 20 89 319 265
Borrowings 21 445 585 10,655
Deferred tax liabilities 9 1,400 1,400 1,350
1,934 2,304 12,270
Page 6
284
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CO NT' D)
Audited
At 31 December
2020 2021 2022
Note RM'OOO RM'OOO RM'OOO
CURRENT LIABILITIES
Trade payables 22 17,952 12,899 13,100
Other payables and accruals 23 4 ,338 8,415 8,452
Amount owing to directors 24 705 550 1,179
Current tax liabilities 5,403 7,548 1,815
Lease liabilities 20 628 280 420
Borrowings 21 55,466 68,831 54,091
Dividends payable 25 2,000 35,000
86,492 133,523 79 ,057

Liabilities of disposal group classified as held for
sale 17 124 34
TOTAL LIABILITIES 88,550 135,861 91 ,327
TOTAL EQUITY AND LIABILITIES 209,608 260 ,653 241 ,366
Page 7
285
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Audited
FYE 31 December
2020 2021 2022
CONTINUING OPERATIONS
REVENUE 26 234,628 302,693 357,271
COST OF SALES (186 ,680) (216,283) (277,507)
GROSS PROFIT 47,948 86,410 79,764

OTHER INCOME 2,633 1,239 7,549
50,581 87 ,649 87,313

ADMINISTRATIVE EXPENSES (10,504) (12,443) (19,133)
DISTRIBUTION EXPENSES (10,797) (15,632) (16,292 )
OTHER EXPENSES (1 ,962) (2,725) (3,952 )
FINANCE COSTS (1 ,582) (1 ,577) (2,408)
NET IMPAIRMENT LOSSES ON FINANCIAL ASSETS 27 (10 ,520) (2,720) 4 ,598
PROFIT BEFORE TAXATION FROM CONTINUING

OPERATIONS 28 15,216 52 ,552 50,126
INCOME TAX EXPENSE 29 (10 ,013) (12,268) (9,467 )
PROFIT AFTER TAXATION FROM

CONTINUING OPERATIONS 5,203 40,284 40 ,659
Page 8
286
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONT'D)
Audited
FYE 31 December
2020 2021 2022
Note RM'OOO RM 'OOO RM 'OOO
DISCONTINUED OPERATIONS
LOSS AFTER TAXATION FROM DISCONTINUED
OPERATIONS 30 (172) (1 ,311 ) (516)
PROFIT AFTER TAXATION 5,031 38,973 40 ,143
OTHER COMPREHENSIVE INCOME

Items that Will be Reclassified
Subsequently to Profit or Loss
Foreiqn currency translation differences 4 74 488
TOTAL COMPREHENSIVE INCOME FOR THE FINANCIAL

YEAR 5,035 39,047 40,631
Page 9
287
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONT'D)
Audited
FYE 31 December
2020 2021 2022
PROFIT/(LOSS) AFTER TAXATION ATIRIBUTABLE TO-
Owners of the Company:
- continuing operations 4,906 39,459 39,848
- discontinued operations (172) (1 ,311 ) (516)
Non-controlling interests:
- continuing operations 297 825 811
- discontinued operations
c; '''l1 'lQ n7'l An '111')

'-',Vo"./ I ...JU,;:} I v "'tU , I"'tv
TOTAL COMPREHENSIVE INCOME/(EXPENSES )

ATIRIBUTABLE TO:-
Owners of the Com pany:
- continuing operations 4,909 39,518 40,238
- discontinued operations (172) (1,311 ) (516)
Non-controlling interests :
- continuing operations 298 840 909
- discontinued operations
5,035 39,047 40,631
EARNINGS PER SHARE (RM) 31

Basic:
- continuing operations 0.98 7.89 7.97
- discontinued operations (0.03) (0.26) (0.10)
Diluted:
- continuing operations 0.98 7.89 7.97
- discontinued operations (003) (0.26) (0.10)
Page 10
288
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONT'D)
Non-
distributable Distributable
Attributable Non-
Share Translation Retained to Owners of controlling Total
Capital Reserve Profits the Company Interest Equity
Note RM'OOO RM'OOO RM 'OOO RM'OOO RM'OOO RM'OOO
Balance at 1 January 2020 5,000 336 122,277 127,613 566 128,179
Profit after taxation for the financial year ' ,,"' ' ,,", 297 5,037 1
Other comprehensive income for the financial year:
- Foreign currency translation differences 3 3 4
Total comprehensive income for the financial year 3 4,734 4,737 298 5,035
Acquisition of non-controlling interests (550) (550) 550
Distribution to owners of the Company:
Dividends :
- by the Company 33 (12,000) (12 ,000) (12,000)
- by a subsidiary to non-controlling interests (156) (155)
Balance at 31 Decem ber 2020 5,000 339 114,461 119,800 1,258 121 ,058
Page 11
289
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEr.'ENTS OF CHANGES IN eQUITY (CO~~T'D)
Non-
Attri butable Non-
Note RM'OOO RM'OOO RM'OOO RM 'OOO RM'OOO RM 'OOO
Balance at 1 January 2021 5,000 339 114,461 119,800 1,258 121 ,058
Profit after taxation for the financial year 38 ,148 38,148 825 38,973
- Foreign currency translation differences 59 59 15 74
Total comprehensive income for the financial year 59 38,148 38,207 840 39,047
Distribution to owners of the Company:
Dividends:
- by the Company 33 (35,000) (35,000) (35,000)
- by a subsidiary to non-controlling interests (313) (313)
Balance at 3 1 December 2021 5,000 398 117,609 123,007 1,785 124,792
Page 12
290
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Non-
Attributable Non-
Note RM'OOO RM'OOO RM 'OOO RM'OOO RM'OOO RM 'OOO
Balance at 1 January 2022 5,000 398 117,609 123,007 1,785 124,792
Profit after taxation for the financial year 39,332 39,332 811 40,143
- Foreign currency translation differences 390 390 98 488
Total comprehensive income for the financial year 390 39,332 39,722 909 40 ,631
Contribution by owners of the Company:

- issuance of ordinary shares # #
Distribution to owners of the Com pany:
Dividends:
_ 1'", thp rnrnn!:'.1n\/ nnn\ 111;;. nnn\ 111:: nnn\
... J .. '''''' ""''''''" '1"''''' 'J
- by a subsidiary to non-controlling interests
""
vv
11t:>
\ IV , VVV / \'V,VVVj
(384)
\ Iv , VVV)
(384)
Balance at 31 December 2022 5,000 788 141,941 147,729 2,310 150,039
Note:-
# - Amount less than RM1 , 000.
Page 13
291
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

Audited
FYE 31 December
2020 2021 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation :
- continuing operations 15,216 52,552 50 ,126
~i~ ............... +i""",",~ .................... +i ......... '" 1 1t:::I1\
\ IV...,., , ... 'J"Q\
- UI.::ovUl l lIIIUC;;U vtJ,,:::a OllVI • .::o \ I , ..:JVV) (516)
Adjustments for:-
Depreciation :
- investment properties 14 15 3
- property, plant and equipment 2,391 2,562 2,054
- right-of-use assets 543 556 511
Impairment losses on :
- trade and other receivables 10,557 1,942 629
- others 825
Interest expense 1,582 1,577 2,408
Inventories written down 884 441
Property, plant and equipment written off 26 9
Bad debts recovered (30) (46) (84)
Covid-19-related rent concessions (5) (7)
Loss on disposal of sand concession 178
Gain on disposal of property, plant and equipment (36) (1 ) ( 2,396)
Gain on disposal of subsidiaries (2 ,073)
Interest income (420) (714) (607)
Interest income on net investment in a lease (20) (8) (#)
Inventories written back (334)
Reversal of impairment losses on:
- trade receivables (36) (47) (1,407)
- amount owing by a related company (2,500)
- others (1 ,320)
Unrealised (gain)/Ioss on foreign exchange (1 ,060) 738 (2,116)
Operating profit before working capital changes 28,224 59,522 43 ,340
Note:-
# - Amount less than RM1,OOO.
Page 14
292
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD

COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLO\AJS (CONT'D)
Audited
FYE 31 December
2020 2021 2022
Oecrease/(lncrease) in inventories 6,606 (16,261) (3,612)
(Increase)/Oecrease in trade and other receivables (7,669) (14,776) 7,495
Increase/(Oecrease) in trade and other payables 4,431 (992) 1,253
Oecrease in amount owing by ultimate holding company 5,749
Oecrease/(lncrease) in amount owing by related parties 406 (642) 1,155
(Oecrease)/l ncrease in amount owing to related parties (58) 85
Increase/(Oecrease) in amount owing to directors 25 (156) 629
CASH FROM OPERATIONS 31,965 26,780 56,009

Intpn::,.:::t
" ..~. ~~.
n~irl
f"'~'-
(1
, "-'iR?\
-- , (1 <;77\
\ ',,,,,,, I f? 'l&=:?\
\ '- , "-''-''-1
Interest received 440 722 607
Income tax paid (5,207) (10,137) (16,648)
Income tax refund 3 1
NET CASH FROM OPERATING ACTIVITIES 25,619 15,788 37,607
CASH FLOWS FOR INVESTING ACTIVITIES

Purchase of equipment 35(a) (325) (1,256) (12,430)
Purchase of investment properties 35(a) (889)
Purchase of right-of-use assets 35(a) (2,068)
Proceeds from disposal of equipment 36 7,451
Proceeds from disposal of right-at-use assets 176
Proceeds from disposal of business segment 5,141
Proceeds from issuance of ordinary shares #
Repayment from net investment in a lease 125 136 24
Net cash outflow from the disposal of subsidiaries 32 (595)
NET CASH FOR INVESTING ACTIVITIES (1 ,053) (943) (2,477)

Note:-
Page 15
293
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
COMBiNED AND CONSOliDATED STATEMENTS OF CASH FLOWS (CONTD;
Audited
FYE 31 December
2020 2021 2022
CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES
Dividends paid (13,155) (2,313) (50,384)
Repayment of lease liabilities 35(b) (663) (680) (488)
Net repayment of hire purchases 35(b) (500) (686) (362)
Net repayment of term loans 35(b) (1,439) (202)
Net (repa yment)/drawdown of onshore foreign currency
loan 35(b) (4,489) 3,830 (24,928)
Net drawdown of structured and trade commodity
fin"" ....... i"' .... ';l&::fh\ II ()1 c::
"IIO" .... "'~ ..... u\uJ .,.,v I ..... 8,736 2,977
Net drawdown of banker's acceptances 35(b) 7,657
Increase in deposits pledged in financial institution (13) (7) (7)
NET CASH (FOR)/FROM FINANCING ACTIVITIES (16,244) 8,880 (65,737)
NET INCREASE/(DECREASE) IN CASH AND CASH

EQUIVALENTS 8,322 23,725 (30,607)
EFFECTS OF FOREIGN EXCHANGE TRANSLATION 483 189 (133)

CASH AND CASH EQUI VAL ENTS AT BEGINNING OF
THE FINANCIAL YEAR 29,444 38,249 62,163
CASH AND CASH EQUIVALENTS

AT END OF THE FINANCIAL YEAR 35(d) 38,249 62 ,163 31,423
Page 16
294
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
1. GE NERAL IN FORMATIO N
The Company was incorporated on 18 March 2022 as a private limited company and domiciled in
Malaysia. The Company is principally engaged in the business of investment holding.
On 1 November 2022. the Company converted from a private limited company to a public company limited
by shares.
For the purpose of listing the Group on the ACE Market of Bursa Malaysia Securities Berhad , the Company
has entered into a conditional share sales agreement ("SSA") to undertake the acqu isition of TSA
Industries Sdn . Bhd. and its subsidiaries ("TSAI Group").
The information of entities within the TSAI Group is as follows:-
(a) TSA Industries Sdn . Bhd . ("TSA Industries") was incorporated on 4 November 1993 as a
private limited company and domiciled in Malaysia and is p rincipa ll y engaged in the business of
investment holding, distribution and supply of ferrous and non-ferrous metal and other
industrial hardware products and manufacturing and processing of stainless steel pipes and
other metal products .
(b) TSA Industries (SEA) Pte . Ltd . (,'TSA Singapore") was incorporated on 7 April 2010 as a private
limited company and domiciled in Singapore and is principally engaged in the business of
distribution and supp ly of ferrous and non-ferrous metal and other industrial hardware
products .
(c) Mitra Bintang Sdn. Bhd . ("M itra Bintang") was incorporated on 25 March 2004 as a private
limited company and domiciled in Malaysia and is principally engaged in the business of
investment holding .
(d) TSA Pipes Manufacturing Sdn. Bhd. ("TSA Pipes") was incorporated on 1 March 1994 as a
private limited company and domiciled in Malaysia and is dormant company during the financial
years under review.
(e) Asia Inox Sdn. Bhd . ("Asia Inox") was incorporated on 24 March 2023 as a private limited
company and domiciled in Malaysia and is a dormant company since its incorporation.
Following the completion of the acquisition, the group structure of TSA Group will be as follows :-
TSA Group
~ 100%
TSA
Industries
I
~ 100% ~ 100% ~ 100% ~ 80%
TSA
TSA Pipes Mitra Bintang Asia Inox Singapore
I I
287 Page 17
295
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (CONT'O)
2. BASIS OF PREPARATION
As TSA Group Berhad has not yet been incorporated as of 31 December 2021, there are no
consolidated or combined financial statements ofT SA Group prepared for the FYE 31 December 2020
and 2021. Therefore, the Accountant's Report is prepared based on the audited consolidated financial
statements of TSA Industries Sdn . Bhd . for the FYE 31 December 2020 and 2021 which included the
financial statements of certain disposed subsidiaries, a disposed business segment and a disposed
property.
The disposals of these subsidiaries, business segment and the property were completed on 15 April
2022 , 30 May 2022 and 25 Augu st 2022 respectively. Accordingly the assets and liabilities of these
disposed subsidiaries, business segment and property have been reclassified as disposal group held for
sale for the FYE 31 December 2020 and 2021, whilst the corresponding financial performance of these
disposed subsidiaries, business segment and disposed property have been reclassified as discontinued
operations. The financial position and performance of the disposed subsidiaries, business segment and
disposed property are disclosed in Note 17 and Note 30 respectively.
Following the incorporation of the Company, the combined financial statements of the TSA Group for
the financial year ended 31 December 2022 is prepared based on the financial statements of the
Company and the TSAI Group except for Asia Inox which was subsequently incorporated on 24 March
2023 .
All the financial statements are audited and auditors' report expressed an unmodified opinion.
Entities under common control are entities which are ultimately controlled by the same parties and that
control is not transitory. Control exists when the same parties have , as a result of contractual
agreements, ultimate collective power to govern the financial and operating policies of each of the
combining entities so as to obtain benefits from their activities, and that ultimate collective power is
not transitory. The financial statements of commonly controlled entities are included in the combined
financial statements from the day that control commences until the dale that control ceases.
The combined financial statements of the Group for the relevant period were prepared as if the entities
within the Group were operating as a single economic enterprise from the beginning of the earliest
comparative period covered by the relevant period . Such manner of presentation reflects the economic
substance of the combining companies, which were under common control throughout the relevant
period .
The identifiable assets of all commonly controlled entities are accounted for at their historical costs.
The accounting policies of common controlled entities have been changed where necessary to align
them with the policies adopted by the Group .
All material intra-group transactions and balances have been eliminated on combination .
The combined and consolidated financial statements of the Group are prepared under the historical
cost convention and modified to include other basis of valuation as disclosed in other sections under
significant accounting policies , and in compliance with MFRS, IFRS and Prospectus Guidelines issued
by the Securities Commission Malaysia.
287 Page 18
296
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
2. BASIS OF PREPARATION (CONT'D)
2.1 NEW MFRSs, AMENDMENT TO MFRSs AND Ie INTERPRETATION THAT HAVE BEEN
ISSUED BUT ARE NOT YET EFFECTIVE
The Group has not applied in advance the fo llowing accounting standards and/or
interpretations (including the consequential amendments, if any) that have been issued by the
Malaysian Accounting Standards Board (MASB) but are not yet effective for the financial year
ended 31 December 2022:-
MFRSs and/or IC Interpretations (Including the Consequential

Amendments) Effective Date
MFRS 17 Insurance Contracts 1 January 2023
Amendments to MFRS 10 and MFRS 128: Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture Deferred
Amendments to MFRS 16: Lease Liability in a Sale and Leaseback 1 January 2024
Amendments to MFRS 17: Insurance Contracts 1 January 2023
Amendments to MFRS 17 : Initial Application of MFRS 17 and MFRS 9
- Comparative Information 1 January 2023
Amendments to MFRS 101 : Disclosure of Accounting Policies 1 January 2023
Amendments to MFRS 101 : Classification of Liabilities as Current or
Non-current 1 January 2024
Amendments to MFRS 101 : Non-current Liabilities with Covenants 1 January 2024
Amendments to MFRS 108: Definition of Accounting Estimates 1 January 2023
Amendments to MFRS 112: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction 1 January 2023
The adoption of the above accounting standards and/or interpretations (including the
consequential amendments , if any) is expected to have no material impact on the financial
statements of the Group upon their initial application.
287 Page 19
297
TSA GROUP BERHAD
3. SIGNIFICANT ACCOUNTING POLICIES
3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Key Sources of Estimation Uncertainty
Management believes that there are no key assumptions made concerning the future. and
other key sources of estimation uncertainty at the reporting date , that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year other than as disclosed below:-
(a) Depreciation of Property, Plant and Equipment
The estimates for the residual values, useful lives and related depreciation charges for
the property, plant and equipment are based on commercial factors which could change
significantly as a result of technical innovations and competitors' actions in response to
the market conditions. The Group anticipates that the residual values of its property, plant
and equipment will be insignificant. As a result, residual values are not being taken into
consideration for the computation of the depreciable amount. Changes in the expected
level of usage and technological development could impact the economic useful lives
and the residual values of these assets, therefore future depreciation charges could be
revised. The carrying amount of property, plant and equipment as at the reporting date
is disclosed in Note 5 to the combined and consolidated financial statements.
(b) Impairment of Property, Plant and Equipment, Investment Properties and Right-
of-use Assets
The Group determines whether its property, plant and equipment, investment properties
and right-of-use assets are impaired by evaluating the extent to which the recoverable
amount of the asset is less than its carrying amount. This evaluation is subject to changes
such as market performance, economic and political situation of the country. A variety of
methods is used to determine the recoverable amount, such as valuation reports and
discounted cash flows. For discounted cash flows, significant judgement is required in
the estimation of the present value of future cash flows generated by the assets, which
involve uncertainties and are significantly affected by assumptions used and judgements
made regarding estimates of future cash flows and discount rates. The carrying amounts
of property, plant and equipment, investment properties and right-of-use assets as at the
reporting date are disclosed in Note 5, Note 6 and Note 7 to the combined and
consolidated financial statements respectively.
(c) Write-down of Inventories
Reviews are made periodically by management on damaged, obsolete and slow-moving

inventories. These reviews require judgement and estimates. Possible changes in these
estimates could result in revisions to the valuation of inventories . The carrying amount of
inventories as at the reporting date is disclosed in Note 10 to the combined and
consolidated financial statements .
287 Pag e 20
298
TSA GROUP BERHAD
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'O)
3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT'O)
Key Sources of Estimation Uncertainty (Cont 'd)
(d) Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss
allowance for all trade receivables . The Group develops the expected loss rates based
on the payment profiles of past sales and the corresponding historical cred it losses, and
adjusts for qualitative and quantitative reasonable and supportable forward-looking
inform ation . If the expectation is different from the estimation, such difference will impact
the carrying value of trade receivables. The carrying amount of trade receivables and
amount owing by related parties as at the reporting date are disclosed in Note 11 and
Note 15 to the combined and consolidated financial statements respectively.
(e) Impairment of Non-Trade Receivables
The loss allowances for non-trade financial assets are based on assumptions about risk
of default and expected loss rates. The Group uses judgement in making these
assumptions and selecting appropriate inputs to the impairm ent calculation, based on
the past payment trends, existing market conditions as well as forward-looking
information. The carrying amounts of other receivables, amount owing by ultimate
holding company and amount owing by a related company as at the reporting date are
disclosed in Note 12, Note 13 and Note 14 to the combined and consolidated financial
statements respectively.
(f) Income Taxes
There are certain transactions and computations for which the ultimate tax determination
may be different from the initial estimate. The Group recognises tax liabilities based on
its understanding of the prevailing tax laws and estimates of whether such taxes will be
due in the ordinary course of business. Where the final outcome of these matters is
different from the amounts that were initially recognised , such difference will im pact the
income tax expense and deferred tax balances in the period in which such determination
is made. The carrying amount of current tax assets of as at FYE 31 December 2022 is
approximately RM1 ,032 (31 .12.2021 - RM31 ,579 and 31.12.2020 - RM24,869) and the
carrying amount of current tax liabilities as at the reporting date is approximately
RM1 ,815,436 (31.12.2021 - RM7,550,364 and 31 .12.2020 - RM5,402,836) .
(g) Discount Rates used in Leases
Where the interest rate im plicit in the lease cannot be readil y determined , the Group uses
the incremental borrowing rate to measure the lease liabilities . The incremental borrowing
rate is the interest rate that the Group would have to pay to borrow over a similar term ,
the funds necessary to obtain an asset of a similar value to the right-of-use asset in a
similar economic environment. Therefore, the incremental borrowing rate requires
estimation particularly when no observable rates are available or when they need to be
adjusted to refiect the terms and conditions of the lease. The Group estimates the
incremental borrowing rate using observable inputs when available and is required to
make certain entity-specific estimates .
287 Page 21
299
TSA GROUP BERHAD
3. SIGN IFICANT ACCOUNTING POLICIES (CONT'D)
3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT'D)
Critical Judgements Made in Applying Accounting Policies
Management believes thai there are no instances of application of critical judgement in

applying Ihe Group's accounting policies which will have a significant effect on the
amounts recognised in the financial statements other than as disclosed below:-
(a) Classification between Investment Properties and Owner-occupied

Properties
Some properties comprise a portion that is held to earn rentals or for capital
appreciation and another portion that is held for use in the production or supply
of goods or services or for administrative purposes. If these portions could be
sold separately (or leased out separately under a finance lease), the Group
accou nts for the portions separately. If the portions could not be sold separately,
the property is investment property only if an insignificant portion is held for use
in the production or supply of goods or se rvices or for administrative purposes.
(b) Lease Terms
Some leases contain extension options exercisable by the Group before the
end of the non-cancellable con tract peri od. In determining the lease term,
management considers all facts and circums tances including the past practice
and any cost that will be incurred to change the asset if an option to extend is
not taken . An extension option is only included in the lease term if the lease is
reasonably certain to be extended (or not term inated).
In determining the incremental borrowing rate of the respective leases , the

Group fi rst determines the closest avai lable borrowing rates before using
significant judgement to determine the adjustments requ ired to reflect the term ,
security, va lu e or economic environment of the respective leases .
3.2 BASIS OF CONSOLIDAT ION
The consolidated financial statements include the financial statements of the Group made
up to the end of the reporting period.
Subsidiaries are entities (including structured entities, if any) controlled by the Group. The
Group controls an entity when the Group is exposed to, or has rights to , variable returns
from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Potential voting rights are considered when assessing control only
when such rights are substantive. The Group also considers it has de facto power over an
investee when, despite not having the majority of vo ting rights , it has the current ability to
direct the activities of the investee that significantly affect the investee's return .
Subsidiaries are combined from the date on which control is transferred to the Group up
to the effective date on which control ceases, as appropriate .
Intragroup transactions, balances, income and expenses are eli minated on consolidation .
Intragroup losses may indicate an impairment thai requires recognilion in the combined
financial statements. Where necessary, adjustmenls are made to the financial statements
of subsidiaries to ensu re consistency of accounting policies with those of the Group .
287 Page 22
300
TSA GROUP BERHAD
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
3.2 BASIS OF CONSOLIDATION (CONT'D)
(a) Business Combinations
Acquisitions of businesses are accounted for using the acquisition method . Under
the acquisition method , the consideration transferred for acquisition of a
subsid iary is the fair valu e of the assets transferred , liabilities incurred and the
equ ity interests issued by the Group at the acquisition date. The consideration
transferred includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Acquisition-related costs , other than the
costs to issue debt or equity securiti es , are recognised in profit or loss when
incurred .
In a business combination achieved in stages, previously held equity interests in

the acquiree are remeasured to fair value at the acquisition date and any
corresponding gain or loss is recognised in profit or loss .
Non-controlling interests in the acquiree may be in itiall y measured either at fair

value or at the non-controlling interests' proportionate share of the fair value of
the acquiree's identifiable net assets at the date of acquisition. The choice of
measurement basis is made on a transaction-by-transaction basis .
(b) Non-controlling Interests
Non-controlling interests are presented within equity in the combined statement

of financial position, separately from the equi ty attributable to owners of the
Company. Profit or loss and each component of other comprehensive income are
attributed to the owners of the Company and to the non-controlli ng interests . Total
comprehensive income is attributed to non-controlling interests even if this results
in the non-controlling interests having a deficit balance .
(c) Changes in Ownership Interests in Subsidiaries Without Change of Control
All changes in the parent's ownership interest in a subsidiary that do not result in
a loss of control are accoun ted for as equity transactions. Any difference between
the amount by which the non-controlling interest is adjusted and the fa ir value of
consideration paid or received is recognised directly in equ ity of the Group.
(d) Loss of Control
Upon the loss of control of a subsidiary, the Group recognises any gain or loss on
disposal in profit or loss which is calcu lated as the difference between :-
(i) the aggregate of the fair value of the consideration received and the fai r
value of any retained interest in the former subsidiary; and
(ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the former subsidiary and any non-controlli ng interests.
287
Page 23
301
TSA GROUP BERHAD

3.2 BASIS OF CONSOLIDATION (CONT'O)
(d) Loss of Control (Cont'd)
Amounts previously recognised in other comprehensive income in relation to the

former subsidiary are accounted for in the same manner as would be required if
the relevant assets or liabilities were disposed of (i.e. reclassified to profit or loss
or transferred directly to retained profits). The fair value of any investments
retained in the former subsidiary at the date when control is lost is regarded as
the fair value of the initial recognition for subsequent accounting under MFRS 9
or, when applicable, the cost on initial recognition of an investment in an associate
or a joint venture.
3.3 GOODWILL
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying
value of goodwill is reviewed for impairment annually or more frequently if events or
changes in circumstances indicate that the carrying amount may be impaired . The
impairment value of goodwill is recognised immediately in profit or loss. An impairment
loss recognised for goodwill is not reversed in a subsequent period .
Under the acquisition method, any excess of the sum of the fair value of the consideration
transferred in the business combination , the amount of non-controlling interests
recognised and the fair value of the Group's previously held equity interest in the acquiree
(if any), over the net fair value of the acquiree's identifiable assets and liabilities at the
date of acquisition is recorded as goodwill.
Where the latter amount exceeds the former, after reassessment, the excess represents
a bargain purchase gain and is recognised in profit or loss immediately.
In respect of equity-accounted associates , the carr~ng amount of goodwill is included in the

carrying amount of the investment and an impairment loss on such an investment is not
allocated to any asset, including goodwill , that forms part of the carrying amount of the equity-
accounted associates.
34 FUNCTIONAL AND FOREIGN CURRENCIES
(a) Functional and Presentation Currency
The individual financial statements of each entity in the Group are presented in
the currency of the primary economic environment in which the entity operates ,
which is the functional currency.
The combined and consolidated financial statements are presented in Ringgit

Malaysia ("RM"), which is the Company's functional and presentation currency
and has been rounded to the nearest thousand, unless otherwise stated.
287 Page 24
302
TSA GROUP BERHAD
3.4 FUNCTIONAL AND FOREIGN CURRENC IES (CONTD)
(b) Foreign Currency Transactions and Balances
Transactions in foreign cu rrencies are converted into the respective functional

currencies on initial recognition , using the exchange rates at the transaction dates.
Monetary assets and liabilities at the end of the reporting period are translated at
the exchange rates ruling as of that date . Non·monetary assets and liabilities are
translated using exchange rates that existed when the values were determined .
All exchange differences are recognised in profit or loss .
(c) Foreign Operations
Assets and liabilities of foreign operations are translated to the Group's

presentation currency at the exchange rates at the end of the reporting period .
Income, expenses and other comprehensive income of foreign operations are
translated at exchange rates at the dates of the transactions. All exchange
differences arising from translation are taken directly to other comprehensive
income and accumu lated in equ ity; attributed to the owners of the Company and
non-controlli ng interests , as appropriate.
Goodwi ll and fair value adjustments arising from the acquisition of foreign
operations , if any, are treated as assets and liabilities of the foreign operations
and are recorded in the functional currency of the foreign operations and
translated at the closing rate at the end of the reporting period .
On the disposal of a foreign operation (i .e. a disposal of the Group 's entire interest
in a foreign subsidiary, or a partial disposal involving loss of control over a
subsidiary that includes a foreign operation , or a partial disposal of an interest in
an associate that includes a foreign operation of which the retained interest
becomes a financial asset), all of the exchange differences accumulated in equity
in respect of that foreign operation attributable to the owners of the Company are
reclassified to profit or loss as part of the gain or loss on disposal. The portion
related to non-controlling interests is derecognised but is not reclassified to profit
or loss.
In add ition , in relation to a partial disposal of a subsidiary that does not result in
the Group losing control over the subsidiary, the proportionate share of
accumulated exchange differences are reattributed to non-controlling interests
and are not recognised in profit or loss. When the Group disposes of on ly part of
its investment in an associate that includes a foreign operation while retaining
significant influence , the proportionate share of the accumulative exchange
differences is reclassified to profit or loss .
In the combined and consolidated financial statements, when settlement of an

intragroup loan is neither planned nor likely to occur in the foreseeable future , the
exchange differences arising from translating such monetary item are considered
to form part of a net investment in the foreign operation and are recognised in
other comprehensive income.
287 Page 25
303
TSA GROUP BERHAD
3.5 FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the statements of financial position
when the Group has become a party to the contractual provisions of the instruments .
Financial instruments are classified as financial assets, financial liabilities or equity

instruments in accordance with the substance of the contractual arrangement and their
definitions in MFRS 132. Interest, dividends, gains and losses relating to a financial
instrument classified as liability are reported as an expense or income. Distributions to
holders of financial instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and
intends to settle either on a net basis or to realise the asset and settle the liability
simultaneously.
A financial instrument is recognised initially at its fair value (other than trade receivables
without significant financing component which are measured at transaction price as defined
in MFRS 15 at inception). Transaction costs that are directly attributable to the acquisition or
issue of the financial instrument (other than a financial instrument at fair value through profit
or loss) are added to/deducted from the fair value on initial recognition, as appropriate.
Transaction costs on the financial instrument at fair value through profit or loss are recognised
immediately in profit or loss .
Financial instruments recognised in the combined statements of financial position are

disclosed in the individual policy statement associated with each item.
(a) Financial Assets
All recognised financial assets are measured subsequently in their entirety at either
amortised cost or fair value (through profit or loss, or other comprehensive income),
depending on the classification of the financia l assets.
Oebt Instruments
(i) Amortised Cost
The financial asset is held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest.
Interest income is recognised by applying the effective interest rate to the
gross carrying amount of the financial asset. When the asset has
subsequently become credit-impaired, the interest income is recognised by
applying the effective interest rate to the amortised cost of the financial
asset.
The effective interest method is a method of calculating the amortised cost

of a financial asset and of allocating interest income over the relevant
period. The effective interest rate is the rate that discounts estimated future
cash receipts (including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and other
premiums or discounts), excluding expected credit losses, through the
expected life of the financial asset or a shorter period (where appropriate) .
287 Page 26
304
TSA GROUP BERHAD
3.5 FINANCIAL INSTRUMENTS (CONT'D)
(a) Financial Assets (Cont'd)
Debt Instruments (Cont'd)
(ii) Fair Value through Other Comprehensive Income
The financial asset is held for both collecting contractual cash flows and
selling the financial asset, where the asset's cash flows represent solely
payments of principal and interest. Movements in the carrying amount
are taken through other comprehensive income and accumulated in the
fair value reserve , except for the recognition of impairment, interest
income and foreign exchange difference which are recognised directly in
profit or loss . Interest income is calculated using the effective interest rate
method .
(iii) Fair Value through Profit or Loss
All other financial assets that do not meet the criteria for amortised cost
or fair value through other comprehensive income are measured at fair
value through profit or loss . The fair value changes do not include interest
or dividend income .
The Group reclassifies debt instruments when and only when its business model for
managing those assets change.
Equity Instruments
All equity investments are subsequently measured at fair value with gains and losses
recognised in profit or loss except where the Group has elected to present the
subsequent changes in fair value in other comprehensive income and accumulated
in the fair value reserve at initial recognition.
The designation at fair value through other comprehensive income is not permitted
if the equity investment is either held for trading or is designated to eliminate or
significantly reduce a measurement or recognition inconsistency that would
otherwise arise .
Dividend income from this category of financial assets is recognised in profit or loss
when the Group's right to receive payment is established unless the dividends
clearly represent a recovery of part of the cost of the equity investments.
287 Page 27
305
TSA GROUP BERHAD
3.5 FINANCIAL INSTRUMENTS (CONTD)
(b) Financial Liabilities
(i) Financial Liabilities at Fair Value Ihrough Profit or Loss
Fair value through profit or loss category comprises financial liabilities

that are either held for trading or are designated to eliminate or
significantly reduce a measurement or recognition inconsistency that
would otherwise arise . The changes in fair value of these financial
liabilities are recognised in profit or loss.
(ii) Other Financial Liabilities
Other financial liabilities are subsequently measured at amortised cost

using the effective interest method .
The effective interest method is a method of calculating the amortised

cost of a financial liability and of allocating interest expense over the
relevant period . The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points
paid or received that form an integral part of the effective interest rate .
transaction costs and other premiums or discounts). through the
expected life of the financial liability, or, where appropriate , a shorter
period (where applicable) .
(c) Equity Instruments
Equity instruments classified as equity are measured initially at cost and are not
remeasured subsequently.
Ordinary shares are classified as equity and recorded at the proceeds received, net
of directly attributable transaction costs .
Dividends on ordinary shares are recognised as liabilities when approved for

appropriation .
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TSA GROUP BERHAD
(d) Derivative Financia l Instruments
Derivative financial instruments are initially recognised at fair value on the date on
which a derivative contract is entered into and are subsequently remeasured at fair
value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative. Any gains or losses arising from
changes in fair value on derivatives during the reporting period, other than those
accounted for under hedge accounting, are recognised directly in profit or loss.
Any derivative embedded in a financial assel is not accounted for separately. Instead,
the entire hybrid contract is classified and subsequently measured as either
amortised cost or fair value as appropriate.
An embedded derivative is recognised separately from the host contract which is a

financial liability as a derivative if, and only if, its risks and characteristics are not
closely related to those of the host contract and the host contract is not measured at
fair value through profit or loss .
(e) Derecognition
A financial asset or part of it is derecognised when, and only when , the contractual
rights to the cash flows from the financial asset expire or when it transfers the
financial asset and substantially all the risks and rewards of ownership of the asset
to another entity. On derecognition of a financial asset measured at amortised cost ,
the difference between the carrying amount of the asset and the sum of the
consideration received and receivable is recognised in profit or loss . In addition ,
on derecognition of a debt instrument classified as fa ir value through other
comprehensive income, the cumulative gain or loss previously accumulated in the
fair value reserve is reclassified from equity to profit or loss . In contrast, there is no
subsequent reclassification of the fair value reserve to profit or loss following the
derecognition of an equity investment.
A financial liability or a part of it is derecognised when , and only when, the

obligation specified in the contract is discharged or cancelled or expires. On
derecognition of a financial liability, the difference between the carrying amount of
the financial liability extinguished or transferred to another party and the
consideration paid , including any non·cash assets transferred or liabilities
assumed , is recognised in profit or loss.
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TSA GROUP BERHAD
(f) Hedge Activ ities
The Group enters into derivative financial inslrumenls to manage ils exposure to
foreign exchange rate risk.
(i) Hedge Accounting
The Group designales cerlain derivalives as hedging instruments in respect

of foreign currency risk and interest rate risk in fair value hedges, cash flow
hedges or hedges of net inveslmenls in foreign operations. Hedges of foreign
exchange risk on firm commitments are accounted for as a cash flow hedge .
At the inception of the hedge relationship, Ihe Group documents the economic
relationship between the hedging inslrument and the hedged item , including
whether the changes in cash fiows of Ihe hedging instrument are expected 10
offset the changes in the cash flows of the hedged item. The Group also
documents its risk management objectives and strategy for undertaking its
various hedge transactions.
(ii) Fair Value Hedges
Changes in the fair value of qualifying hedging instruments are recognised in

profit or loss except when the hedging instrument hedges an equity instrument
designated at fair value through other com prehensive income in which case,
it is recognised in other comprehensive income.
The carrying amount of a hedged item not measured at fair value is adjusted
for the fair value change attributable to the hedged risk with a corresponding
entry in profit or loss. For debt instruments measured at fair value through
other comprehensive income, the hedging gain or loss is recognised in profit
or loss. When the hedged item is an equity instrument designated at fair value
through other comprehensive income, the hedging gain or loss remains in
other comprehensive income. All hedging gains or losses are recognised in
profit or loss in the same line item relating to the hedged item.
If the hedge no longer meets the criteria for hedge accounting , the adjustment
to the carrying amount of a hedged item for which the effective interest method
is used is amortised to profit or loss over the period to maturity using a
recalculated effective interest rate . The discontinuation is accounted for
prospectively.
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TSA GROUP BERHAD
3 .5 FINANCIAL INSTRUMENTS (CO NT' D)
(I) Hedge Activities (Cont'd)
(i ii ) Cash Flow Hedges
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated in equity under the cash flow hedge
reserve, limited to the lower of cumulative gain or loss on the hedging
instrument and cumulative change in fair value of the hedged item, from the
inception of the hedge. The gain or loss relating to the ineffective portion is
recognised immediately in profit or loss.
Subsequently, the cumulative gain or loss recognised in other comprehensive

income is reclassified from equity into profit or loss in the same period or
periods during which the hedged forecast cash flows affects profit or loss. If
the hedged item is a non-financial asset or liability, the associated gain or loss
recognised in other comprehensive income is removed from equity and
included in the initial amount of the asset or liability. However, the loss
recognised in other comprehensive income that will not be recovered in one
or more future peri ods is reclassified from equity into profit or loss immediately.
Hedge accounting is discontinued prospectively when the hedging instrument

expires or is sold , terminated, or exercised. or when a hedge no longer meets
the criteria for hedge accounting . If the hedge is for a forecast transaction , the
cumulative gain or loss on the hedging instrument remains in equity until the
forecast transaction occurs. When the forecast transaction is no longer
expected to occur, any related cumulative gain or loss in the hedging is
reclassified to profit or loss immediately.
3.6 INVESTMENTS IN SUBS IDI ARIES
Investments in subsidiaries are stated at cost in the statement of financial position of the
Company, and are reviewed for impairment at the end of the reporting period if events or
changes in circumstances indicate that the carrying va lues may not be recoverable . The cost
of the investments includes transaction costs.
On the disposal of the investments in subsidiari es, the difference between the net disposal
proceeds and the carrying amount of the investments is recognised in profit or loss .
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TSA GROUP BERHAD
3.7 PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment are initially measured at cost. Cost includes
expenditure that are directly attributable to the acquisition of the asset and other costs directly
attributable to bringing the asset to working condition for its intended use.
Subsequent to initial recognition , all property, plant and equipment, other than freehold
land and buildings , are stated at cost less accumulated depreciation and any impairment
losses.
Subsequent costs are included in the asset's carrying amount or recognised as a separate
asset, as appropriate, only when the cost is incurred and it is probable that the future
economic benefits associated with the asset will flow to the Group and the cost of the
asset can be measured reliably. The carrying amount of parts that are replaced is
derecognised . The costs of the day-to-day servicing of property and equipment are
recognised in profit or loss as incurred .
Freehold land is not depreciated. Depreciation on other property, plant and equipment is
charged to profit or loss (unless it is included in the carrying amount of another asset) on a
straight-line method to write off the depreciable amount of the assets over their estimated
useful lives. Depreciation of an asset does not cease when the asset becomes idle or is
retired from active use unless the asset is fully depreciated. The principal annual rates used
for this purpose are:-
Buildings 2%
Factory equipment and office equipment, furniture and fittings 10% - 20%
Motor vehicles 20%
Plant and machinery 20%
Transport equipment 20%
Capital work-in-progress included in property and equipment are not depreciated as these
assets are not yet available for use.
The depreciation method , useful lives and residual values are reviewed , and adjusted if
appropriate, at the end of each reporting period to ensure that the amounts, method and
periods of depreciation are consistent with previous eslimates and the expected pattern of
consumption of the future economic benefits embodied in the items of the property, plant and
equipment. Any changes are accounted for as a change in estimate.
When significant 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.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use. Any gain or loss arising from derecognition of
the asset, being the difference between the net disposal proceeds and the carrying amount,
is recognised in profit or loss . The revaluation reserve included in equity is transferred directly
to retained profits on retirement or disposal of the asset.
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TSA GROUP BERHAD
3.8 INVESTMENT PROPERTIES
Investment properties are properties which are owned or right-to-use asset held to earn
rental income or for capital appreciation or for both, but not for sale in the ordinary course
of business , use in the production or supply of goods or services or for administrative
purposes.
Investment properties which are owned are initially measured at cost. Cost includes
expenditure that is directly attributable to the acquisition of the investment property. The
right-of-use asset held under a lease contract that meets the definition of investment
property is measured initially similarly as other right-of-use assets.
Subsequent to initial recognition , investment properties are stated at cost less

accumulated depreciation and impairment losses , if any.
Depreciation is charged to profit or loss on a straight-line method over the estimated useful
lives of the investment properties. The principal annual rates used for this purpose are:-
Building Over the lease period
Investment properties are derecognised when they have either been disposed of or when
the investment property is permanently withdrawn from use and no future benefit is
expected from its disposal.
On the derecognition of an investment property, the difference between the net disposal
proceeds and the carrying amount is recognised in profit or loss.
Transfers are made to or from investment property only when there is a change in use .
All transfers do not change the carrying amount of the property reclassified.
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TSA GROUP BERHAD
3.9 LEASES
(a) As a Lessee
The Group assesses whether a contract is or contains a lease, at the inception of

the contract. The Group recognises a right-of-use asset and corresponding lease
liability with respect to all lease arrangements in which it is the lessee, except for
low-value assets and short-term leases wilh 12 months or less . For these leases,
the Group recognises the lease payments as an operating expense on a straight-
line method over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from the leased
assets are consumed.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use assets and the associated lease liabilities
are presented as a separate line item in the statements of financial position .
The right-of-use asset is initially measured at cost. Cost includes the initial amount
of the corresponding lease liability adjusted for any lease payments made at or
before the commencement date , plus any initial direct costs incurred, less any
incentives received .
The right-of-use asset is subsequently measured at cost less accumulated

depreciation and any impairment losses, and adjustment for any remeasurement
of the lease liability. The depreciation starls from the commencement date of the
lease. If the lease transfers ownership of the underlying asset to the Group or the
cost of the right-of-use asset reflects that the Group expects to exercise a purchase
option , the related right-of-use asset is depreciated over the useful life of the
underlying asset . Otherwise, the Group depreciates the right-of-use asset to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease
term . The estimated useful lives of the right-of-use assets are determined on the
same basis as those property, plant and equipment.
The lease liability is initially measured at the present value of the lease payments
that are not paid at the commencement date , discounted by using the rate implicit
in the lease. If this rate cannot be readily determined, the Group uses its
incremental borrowing rate.
The lease liability is subsequently measured at amortised cost using the effective
interest method . It is remeasured when there is a change in the future lease
payments (other than lease modification that is not accounted for as a separate
lease) with the corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recognised in profit or loss if the carrying amount has been
reduced to zero.
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TSA GROUP BERHAD
3.9 LEASES (CONT'D)
(b) As a Lessor
When the Group acts as a lessor. it determ ines at lease inception whether each
lease is a finance lease or an operating lease .
To classify each lease, the Group makes an overall assessment of whether the lease
transfers substantially all of risks and rewards incidental to ownership of the
underlying asset. If this is the case, then the lease is a finance lease; if not, then it is
an operating lease.
If an arrangement contains lease and non-lease components, the Group applies

MFRS 15 to allocate the consideration in the contract based on the stand-alone
selling prices.
The Group recognises assets held under a finance lease in its statement of financial
position and presents them as a receivable at an amount equal to the net investment
in the lease. The Group uses the interest rate implicit in the lease to measure the net
investment in the lease.
When the Group is an intermediate lessor, it accounts for its interests in the head
lease and the sublease separately. It assesses the lease classification of a sublease
with reference to the right-of-use asset arising from the head lease, not with
reference to the underlying asset. If a head lease is a short-term lease to which the
Group applies the exemption described above, then it classifies the sublease as an
operating lease .
The Group recognises lease payments received under operating leases as income
on a straight-line basis over the lease term as part of "other income".
The Group recognises finance income over the lease term , based on a pattern
reflecting a constant periodic rate of return on the Group's net investment in the
lease . The Group aims to allocate finance income over the lease term on a
systematic and rational basis. The Group applies the lease payments relating to the
period against the gross investment in the lease to reduce both the principal and the
unearned finance income. The net investment in the lease is subject to impairment
requirements in MFRS 9, Financial Instruments.
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TSA GROUP BERHAD
3. SIGNIFICANT ACCOUNTING POLICIES (CO NT' D)

3.10 IMPAIRMENT
(a) Impairment of Financial Assets
The Group recognises a loss allowance for expected credit losses on investments
in debt instruments that are measured at amortised cost or at fair value through
other comprehensive income and trade rece ivables.
The expected credit loss is estimated as Ihe difference between all contractual
cash flows that are due to the Group in accord ance with the contract and all the
cash flows that the Group expects to receive, discounted at the original effective
interest rate.
The amount of expected credit losses is updated at each reporti ng date to reflect
changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognises lifetime expected credit losses for trade receivables
using the simplified approach. The expected credit losses on these financial
assets are estimated using a provision matrix based on the Group's historical
credit loss experience and are adjusted for forward-looking information (including
time value of money where appropriate).
For all other financial instruments , Ihe Group recognises lifetime expected credit
losses when there has been a significant increase in credit risk since initial
recognition . However, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss
allowance for that financial instrument at an amount equal to 12 - month expected
credit losses.
The Group recognises an impairment gain or loss in profit or loss for all financial
instruments with a corresponding adjustment to their carrying amount through a
loss allowance account, except for investments in debt instruments that are
measured at fair value through other comprehensive income, for which the loss
allowance is recognised in other comprehensive income and accumu lated in the
fair value reserve , and does not reduce the carrying amount of the financial asset
in the statement of financial position.
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TSA GROUP BERHAD

3.10 IMPAIRMENT
(a) Impairment of Financial Assets
The Group recognises a loss allowance for expected credit losses on investments
in debt instruments that are measured at amorti sed cost or at fair value through
other comprehensive income and trade rece ivables.
The expected credit loss is estimated as Ihe difference between all contractual
cash flows that are due to the Group in accord ance with the contract and all the
cash flows that the Group expects to receive, discounted at the original effective
interest rate.
The amount of expected credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognises lifetime expected credit losses for trade receivables
using the simplified approach. The expected credit losses on these financial
assets are estimated using a provision matrix based on the Group's historical
credit loss experience and are adjusted for forward-looking information (including
time value of money where appropriate).
For all other financial instruments , Ihe Group recognises lifetime expected credit
losses when there has been a significant increase in credit risk since initial
recognition . However, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss
allowance for that financial instrument at an amount equal to 12 - month expected
credit losses.
The Group recognises an impairment gain or loss in profit or loss for all financial
instruments with a corresponding adjustment to their carrying amount through a
loss allowance account, except for investments in debt instruments that are
measured at fair value through other comprehensive income, for which the loss
allowance is recognised in other comprehensive income and accumu lated in the
fair value reserve , and does not reduce the carrying amount of the financial asset
in the statement of financial position.
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TSA GROUP BERHAD
3.12 INCOME TAXES
(a) Current Tax
Current tax assets and liabilities are expected amount of income tax recoverable
or payable to the taxation authorities.
Current taxes are measured using tax rates and tax laws that have been enacted
or substantively enacted at the end of the reporting period and are recognised in
profit or loss except to the extent that the tax relates to items recognised outside
profit or loss (either in other comprehensive income or directly in equity).
(b) Deferred Tax
Deferred tax is recognised using the liability method for all temporary differences
other than those that arise from goodwill or from the initial recognition of an asset
or liability in a transaction which is not a business combination and at the time of
the transaction , affects neither accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected
to apply in the period when the asset is rea lise d or the liability is settled, based
on the tax rates that have been enacted or substantively enacted at the end of
the reporting period.
Deferred tax assets are recognised for all deductible temporary differences ,
unused tax losses and unused tax credits to the extent that it is probable that
future taxable profits will be available against which the deductible temporary
differences, unused tax losses and unused tax credits can be utilised. The
carrying amounts of deferred tax assets are revi ewed at the end of each reporting
period and reduced to the extent that it is no longer probable that the related tax
benefits will be realised.
Current and deferred tax items are recognised in correlation to the underlying transactions
either in profit or loss , other comprehensive income or directly in equity. Deferred tax
arising from a business combination is adjusted against goodwill or negative goodwill.
Current tax assets and liabilities or deferred tax assets and liabilities 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 taxable entity (or on different tax entities but
they intend to settle current tax assets and liabilities on a net basis) and the same taxation
authority.
3.13 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank
overdrafts and short-term , highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant ri sk of changes in value with original
maturity periods of three months or less .
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TSA GROUP BERHAD
3.14 NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Non-current assets (or disposal group comprising assels and liabilities) that are expected to
be recovered primarily through sale rather than through continuing use are classified as held
for sale. Immediately before classification as held for sale, the non-current assets (or the
disposal group) are remeasured in accordance with the Group's accounting policies. Upon
classification as held for sale, the non-current assets (or non-current assets of the disposal
group) are not depreciated and are measured at the lower of their previous carrying amount
and fair value less cost to sell. Any differences are recognised in profit or loss. In addition,
equity accounting of equity-accounted associates ceases once classified as held for sale or
distribution.
A discontinued operation is a component of the Group's business that represents a separate

major line of business or geographical area of operations that has been disposed of or is held
for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a
discontinued operation occurs upon disposal or when the operation meets the criteria to be
classified as held for sale, if earlier. When an operation is classified as a discontinued
operation, the comparative statement of profit or loss and other comprehensive income is
restated as if the operation had been discontinued from the start of the comparative period.
3.15 EMPLOYEE BENEFITS
(a) Short-term Benefits
Wages, salaries, paid annual leave and bonuses are measured on an undiscounted
basis and are recognised in profit or loss in the period in which the associated
services are rendered by emptoyees of the Group.
(b) Defined Contribution Plans
The Group's contributions to defined contribution plans are recognised in profit or

loss in the period to which they relate . Once the contributions have been paid, the
Group has no further liability in respect of the defined contribution plans.
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TSA GROUP BERHAD
3.16 FAIR VALUE MEASUREMENTS
Fair value is Ihe price that would be received to sell an asset or paid 10 transfer a liability in
an orderly Iransaction between market participants at the measurement date, regardless of
whelher Ihat price is directly observable or estimated u sing a valualion technique. The
measurement assumes that the Iransaction lakes place eilher in the prinCipal market or in
the absence of a principal market, in the most advantageous market. For non-financial
asset, the fair value measurement takes into account a market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.
For financial reporting purposes, the fair value measurements are analysed into level 1 to
level 3 as follows:-
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or
liability that the entity can access at the measurement date ;
Level 2: Inputs are inputs, other than quoted prices included within level 1, that are
observable for the asset or liability, either directly or indirectly; and
Level 3: Inputs are unobservable inputs for the asset or liability.
The transfer of fair value between levels is determ ined as of the date of the event or
change in circumstances that caused the transfer.
3.17 BORROWING COSTS
Borrowing costs that are directly attribu table to the acquisition , construction or production
of a qualifying asset are capitalised as part of the cost of those assets, until such time as
the assets are ready for their intended use or sale. The capitalisation of borrowing costs
is suspended during extended periods in which active development is interrupted. The
capi talisation rate used to determine the amount of borrowing costs eligible for
capi talisation is the weighted average of the borrowing costs applicable to borrowings that
are outstanding during the financial year, other than borrowings made specifically for the
purpose of financing a specific project-in-progress, in which case the actual borrowing
costs incurred on that borrowings less any investment income on temporary investment
of that borrowings will be capitalised .
All other borrowing costs are recognised in profit or loss as expenses in the period in
which they are incurred .
3.18 OPERATING SEGMENTS
An operating segment is a component of the Group thai engages in business activities

fro m which it may earn reve nues and incur expe nses, including revenues and expenses
that relate to transactions with any of the Group's other components . An operating
segment's operating results are reviewed regu larly by the chief operating decision maker
to make decisions about re sources to be allocated to the segment and assess its
performance , and for which discrete financial informalio n is availabl e.
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TSA GROUP BERHAD
3.19 EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share is calculated bydividing the consolidated profit or loss
attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the reporting period, adjusted for own shares held.
Diluted earnings per ordinary share is determined by adjusting the consolidated profit or
loss attributable to ordinary shareholders of the Company and the weighted average
number of ordinary shares outstanding , adjusted for the effects of all dilutive potential
ordinary shares.
3.20 REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue is recognised by reference to each distinct performance obligation in the contract

with customer and is measured at the consideration specified in the contract of which the
Group expects to be entitled in exchange for transferring promised goods or services to a
customer, net of sales and service tax , returns , rebates and discounts.
The Group recognises revenue when (or as) it transfers control over a product or service
to customer. An asset is transferred when (or as) the customer obtains control of that
asset.
The Group transfers control of a good or service at a point in time unless one of the
fol lowing overtime criteria is met:-
• The customer simultaneously receives and consumes the benefits provided as the
Group performs .
• The Group's performance creates or enhances an asset that the customer controls
as the asset is created or enhanced.
• The Group's performance does not create an asset with an alternative use and the
Group has an enforceable right to payment for performance completed to date.
(a) Sale of Goods
Revenue from sale of goods is recognised when the Group has transferred control
of the goods to the customer, being when Ihe goods have been delivered to the
customer and upon its acceptance . Following delivery, the customer has full
discretion over the manner of distribution and price to sell the goods , and bears the
risks of obsolescence and loss in relation to Ihe goods.
A receivable is recognised when the goods are delivered as this is the point in time
that the consideration is unconditional because only the passage of time is required
before the payment is due .
(b) Dividend Income
Dividend income from investment is recognised when the right to receive dividend
payment is established .
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TSA GROUP BERHAD
3, SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
3.21 REVENUE FROM OTHER SOURCES AND OTHER OPERATING INCOME
(a) Rental income
Rental income from investment properties is accounted for on a straight·line method

over the lease term .
(b) Interest Income
Interest income is recognised on an accrual basis using the effective interest

method.
(c) Government Grant
Government grants are recognised at their fair value when there is reasonable
assurance that they will be received and all conditions attached will be met.
Grants that compensate the Group for expenses incurred are recognised in profit
or loss on a systematic basis over the period necessary to match them with the
related expenses which they are intended to compensate for. These grants are
presented a deduction in reporting the related expenses in profit or loss.
Grants that compensate the Group for the cost of an asset are recognised as
deferred grant income in the statement of financial position and are amortised to
profit or loss on a systematic basis over the expected useful life of the relevant
asset.
3.22 CONTINGENT ASSETS
A contingent asset is a probable asset that arises from past events and whose existence
will be confirmed only by the occurrence or non-occurrence of one or more uncertain
events not wholly within the control of the Group.
A contingent asset is not recognised but is disclosed in the notes to the financial
statements when an inflow of economic benefits is probable. When its inflow of economic
benefit is virtually certain, then the related asset is recognised in the statement of financial
position .
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TSA GROUP BERHAD
4. INVESTMENT IN AN ASSOCIATE
Audited
At 31 December
2020 2021 2022
RM 'OOO RM'OOO RM 'OOO
Unquoted share , at cost #

Share of post-acquisition loss (#)
The details of the associate are as follows:-
Effective Equity Interest

Principal Principal
Place of At 31 December Activities
Name of Associate Business 2020 2021 2022
% % %
Held by Mitra ACNC
Sdn. Bhd.
Dekad Aliran Re Malaysia 30 Investment holding
Solusi Sdn. Bhd . and property
("OARS") development .
• This associate was audited by other firm s of chartered accountants.
(a) During the FYE 31 December 2021, the Group has acquired 30% equity interest in OARS
for a cash consideration of RM2 .
(b) The Group recognised its share of result in OARS based on the audited financial
statements from the date of acquisition up to 31 December 2021.
Note :-
# - Amount less than RM1 ,OOO.
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202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
5. PROPERTY, PLANT AND EQU IPMENT

<------------- 1.1.2020 ------------->
Classified as
Disposal
As Group Foreign
Previously Held for W ritten Depreciation Exchange At
Reported Sale Restated Additions Disposals Off Charges Adjustments 31 .12.2020
Audited RM 'OOO RM 'OOO RM 'OOO RM 'OOO RM 'OOO RM'OOO RM 'OOO RM 'OOO RM 'OOO
Continuing
operations
Carrying Amount
Freehold land 10,649 (5,000) 5,649 5,649

Building 15,533 15,533 (415) 15, 118
Factory equipment
and office
equipment,
furniture and fittings 3,791 (14 ) 3,777 25 (#) (26) (1 ,207) (#) 2,569
Motor vehicles 2,288 2,288 45 (#) (#) (751) (#) 1,582
Building under
construction # # #
32,261 (5,014) 27,247 70 (#) (26) (2 ,373) (#) 24,918
Note.'-
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(1455700-A)
TSA GROUP BERHAD
5. PROPERTY, PLANT AND EQUIPMENT (CONT'D)

<------------ 1.1.2020 ----------->
Classified as
Disposal
As Group
Previously Held for Depreciation At
Reported Sale Restated Additions Charges 31.12.2020
Audited RM'OOO RM 'OOO RM'OOO RM"OOO RM 'OOO RM'OOO
Discontinued operations
Carrying Amount
Freehoid iand 5.000 5.000 5.000

Factory equipment and office equipment. furniture and
fittings 14 14 163 (11 ) 166
Plant and mach inery 67 (5) 62
Transport equipment 25 (2) 23
5.014 5.014 255 (18) 5.251
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323
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CON SOLIDATED FINANCIAL STATEMENTS (CONT'D)
Foreign
At Depreciation Exchange At
1.1 .2021 Additions Disposals Charges Adjustments 31.12.2021
Audited RM'OOO RM 'OOO RM 'OOO RM'OOO RM 'OOO RM 'OOO
Carrying Amount
Freehold land 5,649 5,649

Building 15,118 (415) 14,703
Factory equipment and office
equipment, furniture and fittings 2,569 975 (1 ,331 ) 1 2,214
Motor vehicles 1,582 722 (176) (753) 6 1,381
Building under construction # #
24,918 1,697 (176) (2,499) 7 23,947
Nofe :-
Page 46
324
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
At Depreciation At
1.1.2021 Additions Charges 31.12.2021
Audited RM'OOO RM'OOO RM'OOO RM'OOO
Carrying Amount

Factory equipment and office equipment, furniture and fittings 166 137 (45) 258
Plant and machinery 62 (13) 49
5,251 137 (63) 5,325
Page 47
325
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (CONTD)
5. PROPERTY, PLANT AND EQUIPMENT (CONTO)
Foreign
1.1.2022 Additions Disposal Written off Charges Adjustments 31.12.2022
Audited RM'OOO RM 'OOO RM 'OOO RM 'OOO RM 'OOO RM 'OOO RM'OOO
Carrying Amount

Building 14,703 (415) 14,288
I=:::.rt()r\l
, ~~.~ , ._. - . .:::mrl
J Pnllinmpnt
~"'~'I"" _ .. - nffir:p.
_ . .. _- PfHlinmpnt
-..,_ . .... . .. _ .. "
furniture and fittings 2,214 1 ,913 (9) (966) 3 3,155

Motor vehicles 1,381 283 (55) (653) 23 979
Building under construction # #
Capital work-in-progress 10,474 10,474
23,947 12,670 (55) (9) (2,034) 26 34.545
Note:-
Page 48
326
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
Disposal
At Disposal of Business Disposal Depreciation At
1.1.2022 of Subsidiaries Segment of Property Charges 31.12.2022
Audited RM'OOO RM'OOO RM'OOO RM'OOO RM 'OOO RM'OOO
Carrying Amount
Freehold land 5,000 (5,000)

Factory equipment and office equipment,
furniture and fittings 258 (32) (214) (12)
Plant and machinery 49 (43) (6)
Transport equipment 18 (16) (2)
5,325 (32) (273) (5,000) (20)
Page 49
327
TSA GROUP BERHAD
Accum ulated
Accumulated Impairment Carrying
At Cost Depreciation Losses Amount
Audi ted RM 'OOO RM'OOO RM'OOO RM 'OOO
Continu ing operations
31.12.2020

Building 20.757 (5 ,639) 15,118
Factory equipment and
office equipment,
furniture and fittings 18,891 (16,322) 2,569
Motor vehicles 6,819 (5 ,237) 1,582
Building under
construction 235 (235) #
52 ,351 (27,198) (235) 24,918
Discontin ued
operations
31 .12.2020

office equipment,
furniture and fittings 187 (21 ) 166
5,279 (28) 5,251
Continu ing operations
31.12.2021

Building 20,757 (6,054) 14,703
office equipment,
Motor vehicles 7,091 (5,710) 1,381
Building under
53,602 (29,420) (235) 23,947
Note:-
287 Page 50
328
TSA GROUP BERHAD
Accumulated
Accumulated Impairment Carrying
At Cost Depreciation Losses Amount
Audited RM'OOO RM'OOO RM'OOO RM 'OOO
Discontinued
operations
31,12.2021

office equipment,
furniture and fittings 324 (66) 258
5,416 (91 ) 5,325
31.12.2022

Building 20,757 (6,469) 14,288
office equipment,
Motor vehicles 6,800 (5,821 ) 979
Building under
Capital work-in-progress 10,474 10,474
62,777 (27 ,997) (235) 34,545
Note :-
287 Page 51
329
TSA GROUP BERHAD
(a) The freehold land and building of the Group has been pledged to licensed banks as security
for banking facilities granted to the Group as disclosed in Note 21 to the financial statements.
(b) Included in the property, plant and equipment of the Group were motor vehicles with a total
carrying amount of RM810 ,075 (31.12.2021 - RM1 ,314,885 and 31.12 .2020 - RM1 ,417,592)
held under hire purchase arrangements. These assets have been pledged as security for
the hire purchase payables of the Group as disclosed in Note 21 to the financial statements.
6. INVESTMENT PROPERTIES
At Depreciation At
1.1.2020 Additions Charge 31.12 .2020
Audited RM'OOO RM 'OOO RM 'OOO RM'OOO
Carrying Amount
Buildings 889 (14) 875
At Depreciation At
1.1.2021 Additions Charge 31.12.2021
Audited RM'OOO RM 'OOO RM'OOO RM 'OOO
Carrying Amount
Buildings 875 (1 5) 860
At Depreciation Disposal of At
1.1.2022 Additions Charge Subsidiaries 31.12 .2022
Audited RM'OOO RM'OOO RM 'OOO RM'OOO RM'OOO
Discontinued
operations
Carrying Amount
Buildings 860 (3) (857)
287 Page 52
330
TSA GROUP BERHAD
6. INVESTMENT PROPERTIES (CONT'D)
Accumulated Carrying
At Cost Depreciation Amount
Audited RM'OOO RM 'OOO RM'OOO
31.12.2020
31.12.2021
Audited
At 31 December
2020 2021 2022
RM'OOO RM'OOO RM'OOO
Fair value 1,040 980
Rental income 9 31
Direct operating expense for income

generating properties 12 24
The land title of a leasehold building with a carrying amount of NIL (31.12 .2021 - RM386,328 and
31 .12.2020 - RM401 ,277) has not yet been transferred to the Group .
The fair value of the investment properties are with level 2 (31.12 .2020 -level 3) of the fair value
hierarchy and are arrived at by reference to market evidence of transactions prices for similar
properties . The most significant input into this valuation approach is the price per square foot of
comparable properties.
287 Page 53
331
TSA GROUP BERHAD
7. RIGHT-OF-USE ASSETS
Foreign
1.1.2020 Charges Adjustments 31.12.2020
Audited RM'OOO RM'OOO RM'OOO RM 'OOO
Carrying Amount
Premises 1,071 (543) (#) 528
Foreign
At Lease Depreciation Exchange At
1.1.2021 Modification Charges Adjustments 31.12.2021
Audited RM'OOO RM'OOO RM'OOO RM 'OOO RM'OOO
Carrying Amount
Premises 528 564 (556) 4 540
Foreign
1.1.2022 Additions Charges Adjustments 31 .12.2022
Audited RM'OOO RM 'OOO RM'OOO RM'OOO RM'OOO
Carrying Amount
Industrial leasehold
land 13,068 (46) 13,022
Premises 540 572 (465) # 647
540 13,640 (511 ) # 13,669
(a) The Group leased a number of premises between 0.8 to 1.8 years (31.12.2021 - 0.2 to 3 years
and 31 .12.2020 - 1.5 to 2 years) with options to renew the lease after that date .
(b) The industrial leasehold land of the Group has been pledged to licensed banks as security for
banking facilities granted to the Group as disclosed in Note 21 to the financial statements
Note:-
287 Page 54
332
TSA GROUP BERHAD
8. NET INVESTMENT IN A LEASE
Audited
At 31 December
2020 2021 2022
At the beginning of the

financial year 285 160 24
Interest income recognised in
profit or loss 20 8 #
Repayment of lease (125) (136) (24)
Repayment of interest expense (20) (8) (#)
At the end of the financial year 160 24
Analysed by:-
Current assets 136 24
Non-current assets 24
160 24
The Group leases premises to a third party for a period of NIL (31.12.2021 - 1 year and 31.12.2020
- 2 years) with an option to renew the lease after that date.
Note :-
287 Page 55
333
TSA GROUP BERHAD
9. DEFERRED TAX ASSETS/(LlABILITIES)
Audited
At 31 December
2020 2021 2022
RM'OOO RM 'OOO RM'OOO
Deferred tax assets

At beginning of financial
year
Recognised in profit or loss
(Note 29) 1,355
At end of financial year 1,355
Deferred tax liabifities

At beginning of financial
year 1,416 1,400 1,400
Recognised in profit or loss
(Note 29) (16) (50)
Foreign exchange
adjustments (#)
At end of financial year 1,400 1,400 1,350
Note:-
# - Amount less than RMI,OOO.
287 Page 56
334
TSA GROUP BERHAD
9. DEFERRED TAX ASSETS/(LlABILITIES) (CONT'D)
Audited
At 31 December
2020 2021 2022
RM'OOO RM'OOO RM 'OOO
Deferred tax
assets
Provisions 1,355
Deferred tax
liabifities
Property, plant
and equipment 1,400 1,400 1,350
287 Page 57
335
TSA GROUP BERHAD
10. INVENTORIES
Audited
At 31 December
2020 2021 2022
RM 'OOO RM'OOO RM'OOO
Co ntinuing operatio ns
At cost:-
Raw materials 23 ,85 1 25,962 21,5 10
Packaging materi al 733 768 898
Finished good s 30,546 47,084 58,33 1
Goods-in-transit 7,532 4,304 1,494
At the end of the fin ancial year 63 ,151 79,027 82,627
Recognised in profit or loss :-

Inventorie s recogn ised as cost
of sales 175,875 204,809 263,844
Written down to net realisable
value 455 441
Reversal of inventori es
previously written down (334)
287 Page 58
336
TSA GROUP BERHAD
10. INVENTORIES (CONT'D)
Audited
At 31 December
2020 2021 2022
At cost:-
Work-in-progress 2,990 2,826
Finished goods 422 171
At the end of the financial year 3,412 2,997
Recognised in profit or loss :-

Inventories recognised as cost
of sales 3,558 739
Written down to net realisable
value 429
287 Page 59
337
TSA GROUP BERHAD
11. TRADE RECEIVABLES
Audited
At 31 December
2020 2021 2022
Trade receivables 57 ,048 67,055 62,564

Allowance for impairment
losses (790) (2 ,321 ) (1 ,270)
Classified as Disposal Group
Held for Sale (61 ) (30)
56,197 64,704 61 ,294
Allowance for
impairment
losses:-
financial year 792 790 2,321
Additions for the financial year
(Note 27) 189 1,942 629
Reversal during the financial
year (Note 27) (36) (47) (1,407)
Write off during the financial
year (155) (367) (280)
Foreign exchange
adjustments # 3 7
At the end of the financial

year 790 2 ,321 1,270
The Group's normal trade credit terms range from 30 to 120 days (31.12.2021 and 31 .12.2020 - 30
to 120 days) . Other credit terms are assessed and approved on a case-by-case basis .
Note :-
# - Amount less than RM1.000.
287 Pag e 60
338
TSA GROUP BERHAD
12, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Audited
At 31 December
2020 2021 2022
Other receivables:-
Third parties 12,664 13,758 10,368
Advances to suppliers 4,335 6,833 12,458
Goods and services tax
recoverable 104 109
17,103 20,700 22,826

losses (11,688) (11,688) (10,368)
5,415 9,012 12,458

Deposits 985 1,927 1,154
Prepayments 646 753 2,184
7,046 11,692 15,796
(a) During FYE 31 December 2020, TSA Industries entered into agreements with certain third
parties to purchase steam coal. Corre spondingly, TSA Industries has made advance
payments of RM10 ,37 million to the related suppliers. However, the suppliers had
subsequently failed to fulfil its obligations in delivering the coal pursuant to the agreements.
Accordingly, an allowance for impairment loss has been fully made in the financial
statements due to the uncertainty in recovering the amount.
(b) On 11 January 2022 , TSA Industries entered into a Share Sale Agreement for the
acquisition of 1,000,000 shares in Established Steel Coils Sdn . Bhd. for a total purchase
consideration of RM25,000,000. On 31 May 2022, the acquisition was terminated .
Subsequently, on 29 August 2022 , it was fully refunded .
287 Page 61
339
TSA GROUP BERHAD
12, OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Audited
At 31 December
2020 2021 2022
Other receivables:-
Third parties 12,664 13,758 10,368
Advances to suppliers 4,335 6,833 12,458
Goods and services tax
recoverable 104 109
17,103 20,700 22,826

losses (11,688) (11,688) (10,368)
5,415 9,012 12,458

Deposits 985 1,927 1,154
Prepayments 646 753 2,184
7,046 11,692 15,796
(a) During FYE 31 December 2020, TSA Industries entered into agreements with certain third
parties to purchase steam coal. Correspondingly, TSA Industries has made advance
payments of RM10 ,37 million to the related suppliers. However, the suppliers had
subsequently failed to fulfil its obligations in delivering the coal pursuant to the agreements.
Accordingly, an allowance for impairment loss has been fully made in the financial
statements due to the uncertainty in recovering the amount.
(b) On 11 January 2022 , TSA Industries entered into a Share Sale Agreement for the
acquisition of 1,000,000 shares in Established Steel Coils Sdn . Bhd. for a total purchase
consideration of RM25,000,000. On 31 May 2022, the acquisition was terminated .
Subsequently, on 29 August 2022 , it was fully refunded .
287 Page 61
340
TSA GROUP BERHAD
12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS (CONT'D)
Audited
At 31 December
2020 2021 2022

losses :-
financial year 1,587 11,688 11 ,688
Addition during the
financial year (Note 27) 10,367
Written off during the
financial year (266)
Reclassified during the
financial year (1,320)
At the end of the

financial year 11,688 11 ,688 10,368
Discontinued
operations
Other receivables :-
Third parties # #
Deposits 1,836 1,757
Prepayments 1 1
1,837 1,758
Note :-
# - Amount less than RMI,OOO.
287 Page 62
341
TSA GROUP BERHAD
13, AMOUNT OWING BY ULTIMATE HOLDING COMPANY
The amount owing by ultimate holding company represented unsecured, interest-free adva nces
and payments on behalf, The amount owing has been settled in 2022,
14, AMOUNT OWING BY A RELATED COMPANY
Audited
At 31 December
2020 2021 2022
Non-trade balance 2,500 2,500
losses (2,500) (2,500)

losses :-
financial year 2,500 2,500 2,500
Reversal during the financial
year (Note 27) (2,500)
At the end of the financial

year 2,500 2,500
The amount owing by a related company represented unsecured, interest-free advances and
payments on behalf. The amount owing has been settled in 2022.
287 Page 63
342
TSA GROUP BERHAD
15. AMOUNTS OWING BY/(TO) RELATED PARTIES

Audited
At 31 December
2020 2021 2022
Amount Owing by
Related Parties 1,621 2,093 112
Allowance for
impairment losses (825)
Classified as Disposal
Group Held for Sale (12)
1,609 1,268 112
Amount Owing to
Related Parties (85)
Classified as Disposal
Group Held for Sale 85
16. FIXED DEPOSIT WITH A LICENSED BANK
The fixed deposit with a licensed bank of the Group at the end of the reporting period bore an
effective interest rate of 1.80% (2021 - 1.30% and 2020· 1.30%) per annum. The fixed deposit
has a maturity period of 365 days (31.12.2021 and 31.12.2020 - 365 days) .
The fixed deposit with a licensed bank of the Group at the end of the reporting period has been
pledged to a licensed bank as security for banking facilities granted to the Group.
287 Page 64
343
TSA GROUP BERHAD
17. ASSETS AND LIABILITIES OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
On 15 April 2022, the Group entered into several Share Sale Agreements in relation to the
disposal of the following subsidiaries for a total sale consideration of approximately RM358 ,000 :-
(a) TSA Chemical Sdn. Bhd . (formerly known as TSA Oilfield Chemical Sdn. Bhd .);
(b) Mitra ACNC Sdn . Bhd. ;
(c) TSA Coal Trade Sdn. Bhd .(formerly known as TSA East Malaysia Sdn. Bhd.); and
(d) TSA Mineral Resources Sdn. Bhd.
The above is collectively known as "the disposed subsidiaries".
In addition, on 30 May 2022, the Group entered into a Novation Agreement in relation to the
disposal of the sand mining business ("the disposed business segment") for a total sale
consideration of approximately RM5,141 ,000.
On 31 May 2022, the Group entered into a Sale and Purchase Agreement in relation to the
disposal of the freehold land ("the disposed property") for a total sale consideration of
RM7,200,000.
At the end of each reporting period, the assets and liabilities of the disposed subsidiaries, the
disposed business segment and the disposed property have been presented in the combined and
consolidated statements of financial position as "Assets of dis posal group classified as held for
sale" each and "liabilities of disposal group classified as held for sale", and its results have also
been presented separately in the combined and consolidated statements of profit or loss and
other comprehensive income as "Loss after taxation from discontinued operations".
The disposals of these subsidiaries, business segment and property were completed on 15 April
2022, 30 May 2022 and 25 August 2022 respectively.
287 Page 65
344
TSA GROUP BERHAD
(CONT'D)
The assets of the disposed subsidiaries, the disposed business segment and the disposed
property were as follows :-
Audited
At 31 December
2020 2021 2022
ASSETS
NON-CURRENT
ASSETS
Property and
equipment 5,251 5,325
Investment properties 875 860
6,126 6,185
CURRENT ASSETS
Inventories 3,412 2,997
Trade receivables 61 30
Other receivables ,
deposits and
prepayments 1,837 1,758
Amount owing by
related parties 12
Current tax assets 22 31
Cash and bank
balances 820 993
6,164 5,809
Assets classified as
disposal group held
for sale 12,290 11,994
287 Page 66
345
TSA GROUP BERHAD
(CONT'D)
The liabilities of the disposed subsidiaries and the disposed business segment were as follows:-
Audited
At 31 December
2020 2021 2022
LIABILITY
CURRENT LIABILITIES
Trade payables 12 4
Other payables and
accruals 27 28
Amount owing to related
parties 85
Current tax liabilities 2
Liabilities classified as
disposal group held for
sale 124 34
287 Page 67
346
TSA GROUP BERHAD
17, ASSETS AND LIABILITIES OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
(CONT'D)
Details of the disposed subsidiaries, which are incorporated in Malaysia, are as follows :-
Percentage of Ownership
Principal At 31 December
Place of 2020 2021 2022
Name of Subsidiaries Business % % % Principal Activities
Mitra ACNC Sdn. Bhd . A Malaysia 100 100 Investment holding
TSA Coal Trade Sdn. Malaysia 100 100 Distribution and
Bhd . (formerly known as supply of non-
TSA East Malaysia Sdn. ferrous metal and
Bhd .) A other industrial
hardware
products
TSA Mineral Resources Malaysia 100 100 Distribution and
Sdn.Bhd. A supply of non-
ferrous metal and
other industrial
hardware
products
TSA Chemical Sdn. Bhd . Malaysia 100 100 Distribution and
(formerly known as TSA supply of non-
Oilfield Chemical Sdn. ferrous metal and
Bhd.) other industrial
hardware
products and
supply and trading
of industry and
household
chemical cleaning
products
Note:-
These subsidiaries were audited by other firms of chartered accountants.
The disposed business segment relates to the sand mining concession granted by the relevant
state authorities to TSA Industries in 2020 .
The disposed property relates to the disposal of a piece of agricultural freehold land for a sale
consideration at RM7 ,200 ,000.
287 Page 68
347
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
NOTES TO THE COMBiNED AND CONSOliDATED FiNANCiAL STATEMENTS (CONrD)
18. SHARE CAPITAL
Audited Audited
At 31 December At 31 December
2020 2021 2022 2020 2021 2022
Number of shares ("000) RM'OOO RM'OOO RM'OOO
Issued and Fully Paid-Up
Ordinary Shares
At beginn ing of the year 5,000 5,000 5,000 5,000 5,000 5,000
Issuance of ordinary shares #
At end of the year 5,000 5,000 5,001" 5,000 5,000 5,000
The holders of ordinary shares are entitled to receive dividends as and when declared by the Group, and are entitled to one vote per ordinary share
at meetings of the Group. The ordinary shares have no par value.
Notes:-
# - Amount less than RM1, 000.
* - For Ihe
purpose of Ihis report. the lotal number of shares represenls Ihe aggregale number of issued and fully paid-up shares of the Company
and TSA Industries.
Page 69
348
TSA GROUP BERHAD
19. RESERVES
Audited
At 31 December
2020 2021 2022
Foreign
exchange
translation
reserve (a) 339 398 788
Retained
profits 114,461 117,609 141,941
At end of
financial
year 114,800 118,007 142,729
(a) The foreign exchange translation reserve arose from the translation of the financial
statements of a foreign subsidiary whose functional currencies are different from the
Group's presentation currency.
287 Page 70
349
TSA GROUP BERHAD
20. LEASE LIABILITIES
Audited
At 31 December
2020 2021 2022
RM 'OOO RM 'OOO RM 'OOO
At beginning of
financialltear 1,386 717 599
Additions uring the
financial year 572
Interest expense
recog nised in profit
or loss (Note 28) 72 55 52
Covid-19-related rent
concessions
received (5) (7)
C han~es due to lease
mo ification 564
Repayment of
principal (663) (680) (488)
Repayment of interest
expense (72) (55) (52)
Foreign exchange
adjustments (1 ) 5 2
At end of finan cia l year 717 599 685
Analysed by:-
Current liabilities 628 280 420
Non-cu rrent li abilities 89 319 265
717 599 685
Note :-
# - Amount less th an RM1 ,OOO.
287 Page 71
350
TSA GROUP BERHAD
21 , BORROWINGS
Audited
At 31 December
Note 2020 2021 2022
RM 'OOO RM 'OOO RM'OOO
Non-current
Term toan 1 (a)

Term loan 2 (b) 9,717
Term loan 3 (c) 382
Hire purchase
payables (d) 445 585 556
445 585 10,655
Current
Term loan 1 (a)
Term loan 2 (b) 1, 143
Term loan 3 (c) 102
Banker's
acceptances (e) 7,657
Onshore foreign
currency loan (f) 43,142 48,014 22,573
Structured and
trade commodity
financing (g) 11 ,774 20,510 22,377
Hire purchase
payables (d) 550 307 239
55,466 68,831 54,091
55,911 69,416 64,746
(a) The Term Loan 1 bore an effective interest rate of 8.60% per annum and was secured
by:-
(i) A legal charge over a building of Mitra Bintang;

(ii) Corporate guarantee of the ultimate holding company;
(iii) Joint and several guarantee of all the directors; and
(iv) First party Fixed Deposits Receipt together with Memorandum of Legal Charge
over Deposit and Letter of Set-Off.
The term loan has been fully paid in FYE 31 December 2020.
287 Page 72
351
TSA GROUP BERHAD
21 . BORROWINGS (CONT'D)
(b) The Term Loan 2 bore an effective interest rate of 4 .71 % per annum and was secured
by:-
(i) A legal charge over a piece of industrial leasehold land of TSA Industries;
(ii) Assignment of life assurance policy by director;
(iii) Joint and several guarantee of certain directors; and
(iv) Corporate guarantee of the ultimate holding company.
(c) The Term Loan 3 bore an effective interest rate of 7 .14% per annum and was secured
by:-
(i) A legal charge over a piece of industrial leasehold land of TSA Industries;
(iii) Joint and several guarantee of certain directors; and
(d) The hire purchases have lease term ranging from 15 to 54 months (31.12 .2021 - ranging
from 6 to 60 months and 31.12.2020 - ranging from 6 to 40 months) and bore effective
interest rates ranging from 3.77% to 5.57% (31.12.2021 - 4.46% to 5.92% and 31.12.2020
- 4.46% to 5.92%).
(e) The banker's acceptances bore an effective interest rate ranging from 4.51% to 4.60%
per annum and was secured by:-
(i) A legal charge over a piece of industrial leasehold land of TSA Industries ;
(iii) Joint and several guarantee of certain directors ; and
(f) The onshore foreign currency loans of TSA Industries at the end of the reporting period bore
effective interest rates ranging from 4.53% to 6.52% (31.12.2021 - 1.35% to 2.25% and
31.12.2020 - 1.35% to 2.26%) per annum and are secured by:-
(i) A legal charge over a building of Mitra Bintang;

(ii) The fixed deposits of TSA Industries;
(iii) Corporate guarantee of the ultimate holding company; and
(iv) Joint and several guarantee by certain directors of TSA Industries and a third
party.
(g) The structured and trade commodity financing of TSA Industries at the end of the reporting
period bore effective interest rates ranging from 4.27% to 6.01% (31.12.2021 - 1.40% to
3.32% and 31.12.2020 - 1.50% to 3.54%) per annum and are secured by:-
(i) A legal charge over freehold land of TSA Industries and was discharged in 2022,
(ii) Corporate guarantee of the ultimate holding company; and
(iii) Joint and several guarantee by certain director of TSA Industries and a third party.
287 Page 73
352
TSA GROUP BERHAD
NOTES TO THE COMBIN ED AND CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
22. TRADE PAYABLES
Audited
At 31 December
2020 2021 2022
Trade payables 17,964 12,903 13,100

Classified as disposal
group held for sale ( 12) (4)
At end of financial
year 17,952 12,899 13,100
The normal trade credit terms granted to the Group ranging from 30 to 120 days (31.12.2021
and 31.12.2020 - 30 to 120 days) .
2 3. OTHER PAYABLES AND ACCRUALS
Aud ited
At 31 December
2020 2021 2022
RM'OOO RM 'OOO RM'OOO
Other payables :-
Third parties 70 354 421
Advances received
from customers 790 1,428 1,468
Goods and services
tax payable 49
Deposits 14
923 1,782 1,889

Accruals 3,442 6,661 6,563
Classified as disposal
group held fo r sale (27) (28)
4,338 8,415 8,452
287 Page 74
353
TSA GROUP BERHAD
24. AMOUNT OWING TO DIRECTORS
The amount owing to directors represents unsecured, interest·free advances and payments on
behalf. The amount owing is payable on demand and to be settled in cash.
25. DIVIDENDS PAYABLE
Audited
At 31 December
2020 2021 2022
A second interim
dividend of
RMOAO per
ordinary share 2,000
A first interim
dividend of
RMO.60 per
A second interim
dividend of
RM6AO per
2,000 35,000
287 Page 75
354
TSA GROUP BERHAD
26. REVENUE
Audited
FYE 31 December
2020 2021 2022
Revenue recognised at a point
in tim e
Sale of goods 234,628 302 ,693 357,271
27. NET IMPAIRMENT LOSSES ON FINANCIAL ASSETS
Audited
FYE 31 December
2020 2021 2022
RM'OOO RM'OOO RM 'OOO
Impairment losses :
- trade rece iva bles (Note 11 ) 189 1,942 629
- other receivables (Note 12) 10,367
- others 825
Reversal of impairment losses :-

- trade receivables (Note 11 ) (36) (47) (1,407)
- a related company (Note 14) (2,500 )
- others (1,320)
10,520 2,720 (4 ,598)
287 Page 76
355
TSA GROUP BERHAD
28. PROFIT BEFORE TAXATION
Audited
FYE 31 December
2020 2021 2022
Profit before taxation is
arrived at after
charging/( crediting):-
Auditors' remuneration :
- cu rrent financial year 94 102 138
Directors' fee 360 360 10
Directors' non-fee
emolum ents:
- salaries , bonuses and
allowances 672 866 2,396
- defined con tribu tion
benefits 86 96 318
Material Expensesl
(Income)
Depreciation :
- property, plant and
equipment 2,373 2,499 2,054
- right-of-use assets 543 556 511
Interest expense on
financial liabilities that are
not at fair value through
profit or loss :
- bank overd raft #
- hire purchase payables 50 42 41
- onshore foreign currency
loan 958 1,25 1 1,323
- structu red and trade
commodity financing 481 229 727
- term loans 21 123
- banker's acceptances 142
Interest expense on lease
liabilities 72 55 52
Property, plant and
equipment written off # 9
Lease expenses :
- short-term lease 580 734 757
Loss on disposal of sand
concession 178
Staff costs :
- wages , salaries and others 14,802 16,400 20,305
- defined contribution plan 1,461 1 ,576 916
Note :-
287 Page 77
356
TSA GROUP BERHAD
28. PROFIT BEFORE TAXATION (CONT'D)
Audited
FYE 31 December
2020 2021 2022
(Gain)/Loss on foreign
exchange:
- realised (730) (185) 2,307
- unrealised (1,060) 738 (2 ,116)
Gain on disposal of
property, plant and
equipment (2,396)
Government grant (243) (66) (15 )
Interest income on
financial assets
measured at
amortised cost (420) (714) (607)
Reversal of inventories
previously written
down (334)
287 Page 78
357
TSA GROUP BERHAD
NOTES TO THE COMB INED AND CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
29. INCOME TAX EXPENSE
Audited
FYE 31 December
2020 2021 2022
Current tax expense:-
Malaysia:
- for the financial year 6,463 12,292 8,964
- under/(over)provision
in the previous
financial year 3,222 (793) 914
9,685 11 ,499 9,878
Overseas:
- for the financial year 289 808 792
- under/(over)provision
in the previous
financial year 63 (34)
352 774 792
10,037 12,273 10,670
Real property gain tax 202
Deferred tax expense

(Note 9):
- originating and
reversal of tern porary
differences (16) 945
- underprovision in the
previous financial
year (2 ,350)
(16) (1,405)
10,021 12,273 9,467
Represented by:-
Income tax:
- continuing
operations 10,013 12,268 9,467
- discontinued
operations 8 5
10,021 12,273 9,467
287 Page 79
358
TSA GROUP BERHAD
29. INCOME TAX EXPENSE (CONT'D)

A reconciliation of th e income tax expense applicable to the profit before taxation at the statutory
tax rate to the income tax expense at the effective tax rate of the Group is as follows:-
Audited
FYE 31 December
2020 2021 2022
RM'OOO RM'OOO RM"OOO
Profit after taxation 5,03 1 38,973 40,143
Total income tax
expense 10,021 12,273 9,467
Results from
continuing and
discontinued
operations before
income tax expense 15,052 51,246 49,610
Tax at the statu tory
tax rate of 24% 3,612 12,299 11 ,906
Tax effects of:-
Tax-exempt income (54) (55) (56)
Non-taxable income (10) ( 1 1) (20)
Non-d eductibl e
expenses 3,312 1,278 773
Deferred tax assets
not recogn ised
du ring the fin ancial
year 76 48
Utilisation of deferred
tax assets not
recognised in the
previous financial
year (73) (117) (1,563)
Effects of differential in
tax rates of
subsid iaries (127) (342) (339)
Underl(Over)prov ision
of current tax in the
previous financial
year 3,285 (827) 914
Underprovision of
deferred tax in the
previous financial
year (2,350)
Real property gains
tax arising from
disposal of freehold
land 202
Income tax expense

for the financial year 10,021 12,273 9,467
287 Pag e 80
359
TSA GROUP BERHAD
29, INCOME TAX EXPENSE (CONT'D)
Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (31.12.2021 and
31.12.2020 - 24%) of the estimated assessable profit for the financial year. The taxation of other
jurisdictions is calculated at the rates prevailing in the respective jurisdiction.
No deferred tax assets are recognised in respect of the following items :-
Audited
FYE 31 December
2020 2021 2022
Unutilised tax losses 1,118 1,159

Unabsorbed capital
allowances 84 28
Provision 2,309 4,306
Accelerated capital
allowances over
depreciation (828) (2,610)
2,683 2,883
30, LOSS AFTER TAXATION FROM DISCONTINUED OPERATIONS
The discontinued operations are in relation to the disposed subsidiaries and the disposed business
segment.
The analysis of the results of the discontinued operations is as follows:-
Audited
FYE 31 December
2020 2021 2022
Revenue 630 618 135
Cost of sales (251 ) (931 ) (97)
Gross profiU(loss) 379 (313) 38
Other income 12 # #
Administrative expenses (513) (441 ) (376)
Distribution expenses (11 ) (24)
Other expenses (31) (528) (178)
Share of loss of equity
accounted associate (#)
Loss before taxation (164) (1 ,306) (516)
Income tax expense (8) (5)
Loss after taxation
From discontinued
operations (172) (1,311) (516)
Note :-
287 Page 81
360
TSA GROUP BERHAD
30. LOSS AFTER TAXATION FROM DISCONTINUED OPERATIONS (CONT'D)
Included in loss before taxation from discontinued operations are the following:-
Audited
FYE 31 December
2020 2021 2022
Loss before taxation
is arrived at after
charging/( crediting):-
Auditors'
remuneration:
- current financial
year 16 20
- overprovision in the
previous financial
year (1 )
The cash flows attributable to the discontinued operations are the following :-
Audited
FYE 31 December
2020 2021 2022
Net cash from

operating activities 968 123
Net cash (for)/from
investing activities (904) 47
Net cash from
discontinued
operations 64 170
287 Page 82
361
TSA GROUP BERHAD
31, EARNINGS PER SHARE
Audited
FYE 31 December
2020 2021 2022
Profit attributable to owners of

the Company (RM 'OOO) 4,906 39,459 39,848
Weighted average number of

ordinary shares in issue
('000) 5,000 5,000 5,001'
Basic earnings per share (RM) 0.98 7.89 7.97
Loss attributable to owners of

the Company (RM 'OOO) (172) (1,311) (516)
Weighted average number of

ordinary shares in issue
('000) 5,000 5,000 5,001'
Basic earnings per share (RM) (0.03) (0.26) (0.10)
The Group has not issued any dilutive potential ordinary shares and hence , the diluted earnings per
share is equal to the basic earnings per share.
, - For the purpose of this report, the total number of shares represents the aggregate number of
issued and fully paid-up shares of the Company and TSA Industries.
287 Page 83
362
TSA GROUP BERHAD
32. DISPOSAL OF SUBSIDIARIES
On 15 April 2022 , TSA Industries has disposed of its entire equity interests of certain
subsidiaries, i.e . TSA Chemical Sdn . Bhd . (formerly known as TSA Oilfield Chemical Sdn . Bhd .),
Mitra ACNC Sdn . Bhd ., TSA Coal Trade Sd n. Bhd . (formerly known as TSA East Malaysia Sdn .
Bhd.) and TSA Mineral Resources Sdn . Bhd . for a total sale consideration of RM357 ,900 in cash.
The financia l effects of the disposal at the date of disposal are summarised below:-
Audited
FYE 31 December
2022
RM'OOO
Property, plant and equ ipment 32

Investment properties 857
Investment in an associate #
Inventories 177
Trade receivables 384
Other receivables, deposits and prepayments 23
Cu rrent tax assets 31
Cash and bank balances 953
Trade payables (1 ,049)
Other payables and accruals (40)
Amoun t due to immediate holding company (3,083)
Carrying amount of net liabil ities disposed of (1 ,715)

Ga in on disposal of the subsidiaries 2,073
Consideration received , satisfied in cash 358

Less: Cash and bank balances of a subsidiary disposed of (953)
Net cash outflow from the disposal of subsidiaries (595)
Note :-
287 Page 84
363
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANC IAL STATEMENTS (CONT'D)
33 . DIVIDENDS
Audited
FYE 31 December
2020 2021 2022
In respect of the FYE 31
December 2020 :
- A first interim dividend of
RM2.00 per ordinary
share, paid on 3 June
2020 10.000
- A second interim dividend
of RMOAO per ordinary
share, paid on 15 April
2021 2,000

December 2021:
RMO.60 per ordinary
share, paid on 27 January
2022 3,000
- A second interim dividend
of RM6AO per ordinary
share, paid on 26 April
2022, 23 May 2022 and 4
July 2022 respectively 32 ,000

December 2022:
RM3.00 per ordinary
share, paid on 26 August
2022 15,000
12,000 35,000 15,000
On 29 March 2023 , the Company declared an interim dividend of RM4 per ordinary share amounting
to RM20 million in respect of the financial year ended 31 December 2022 . The financial statements for
the current financial year do not refiect this interim dividend. Such dividend will be accounted for in
equity as an appropriation of retained profits in the financial year ending 31 December 2023.
287 Page 85
364
TSA GROUP BERHAD
34. RELATED PARTY DISCLOSURES
(a) Identities of Related Parties
Parties are considered to be related to the Group if the Group has the ability, directly or
indirectly, to control or jointly control the party or exercise significant infiuence over the party
in making financial and operating decisions , or vice versa, or where the Group and the party
are subject to common control.
In addition to the information detailed elsewhere in the financial statements, the Group has
related party relationships with its directors , ultimatelimmediate holding companies and key
management personnel and entities within the same group of companies .
(b) Significant Related Party Transactions and Balances
Other than those disclosed elsewhere in the financial statements , the Group carried out the
following significant transactions with the related parties during the financial year:-
Audited
FYE December
2020 2021 2022
RM 'OOO RM'QOO RM'OOO
Related party:
Sales (2,490) (3 ,012) (1 ,636)
Purchase 80 29 33
Disposal of
subsidiaries 358
Disposal of
sand mining
business 5,141
Rental 10
287 Page 86
365
TSA GROUP BERHAD
35. CASH FLOW INFORMATION
(a) The cash disbursed lor the purchase 01 property. plant and equipment and the addition 01
ri ght-aI-use assets is as lollows: -
Audited
FYE 31 December
2020 2021 2022
Continuing
operations
Property, plant and

equipment
Cost 01 equipment
purchase (Note 5) 70 1,697 12,670
Less : Acquired
through hire
purchase
arrangements (578) (240)
70 1 ,119 12,430
Discontinued
operations
Property, plant and

equipment
Cost 01 equipment
purchase (Note 5) 255 137
325 1 ,256 12,430
Discontinued
operations
tnvestment
properties
Cost 01 investment
properties
purchased (Note 6) 889
287 Page 87
366
TSA GROUP BERHAD
NOTES TO TH E COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
35. CASH FLOW INFORMATION (CONT'D)
(a) The cash disbursed for the pu rchase of property, plant and equipment and the addition of right-
of-use assets is as fotlows (Cont'd):-
Audited
FYE 31 December
2020 2021 2022
Continuing
operations
Right-of-use assets
Cost of righl-of-use
assets acqu ired
(Note 7) 13,640
Less : Addition of
lease liabilities
(Nole 20) (572)
Less : Ad dition of
term loan (Note
21) (11 ,000)
2,068
287 Page 88
367
TSA GROUP BERHAD
35, CASH FLOW INFORMATION (CONT'D)
(b) Th e reconciliations of liabilitie s arising from fina nc ing activities are as follows (Coni'd ):-
Onshore Structu red

foreign an d trade
Lease Hire currency commodity Term
liabilities purchases loan fi nancing loan Total
Audited RM 'OOO RM 'OOO RM 'OOO R M'OOO RM'OOO RM'OOO
Continuing
operations
2020
At 1 January 1,386 1,495 48,111 7,759 1,439 60 ,190
Changes in
Financing
Cash Flows
Proceeds from
drawdown 11 8,682 43,776 162,458
Repayment of
borrowing
principal (663) (500) (123, 171) (39,761 ) ( 1 ,439) (165,534)
(663) (500) (4,489) 4 ,015 (1,439) (3,076)
Other Changes
Foreign
exchange
adjustments (1) (480) (481 )
Covid-1 9-
related rent
concessions (5) (5)
Finance
charges
recognised in
profit or loss 72 50 958 481 21 1,582
Repayment of
borrowing
interests (72) (50) (958) (48 1 ) (21) (1,582)
(6) (480) (486)
At 31 December 7 17 995 43,142 11 ,774 56,628
287 Page 89
368
TSA GROUP BERHAD
35. CASH FLOW INFORMATION (CONT'D)
(b) The reconciliations of liabilities a ri sing from financing activities are as follows (Conl'd):-
Onshore Structured
foreign and trade
Lease Hire currency commodity Term
liabilities purchases loan financing loan Total
Audited RM'OOO RM'OOO RM'OOO RM'OOO RM'OOO RM'OOO
Continuing
operations
2021
At 1 January 717 995 43,142 11 ,774 56,628
Changes in
Financing
Cash Flows
Proceeds from
drawdown 158,536 32 ,527 191,063
Repayment of
borrowing
prinCipal (680) (686) (154,706) (23,791 ) (179,863)
(680) (686) 3,830 8,736 11,200
Other Changes
Foreign
exchange
adjustments 5 5 1,042 1,052
New hire
purchases 578 578
Covid-1 9-
related rent
concessions (7) (7)
Interest
expense
recognised in
profit or loss 55 42 1,251 229 1,577
Modification of
lease 564 564
Repayment of
borrowing
interests (55) (42) (1 ,251) (229) (1,577)
562 583 1,042 2,187
At 31 December 599 892 48,014 20,510 70,015
287 Page 90
369
TSA GROUP BERHAD
35, CASH FLOW INFORMATION (CONT'O)
(b) The reconciliations of liabilities arising from financing activities are as follows (Cont'd):-
Onshore Structured
foreign and trade
Lease Hire currency commodity Term Banker's
liabilities purchases loan financing loans acceptances Total
Audited RM 'OOO RM'OOO RM"OOO RM'OOO RM'OOO RM'OOO RM'OOO
Continuing
operations
2022
At 1 January 599 892 48,014 20,510 70,01 ~i

Changes in
Financing
Cash Flows
Proceeds from
drawdown 111,897 68,006 11 ,500 7,657 199,060
Repayment of
borrowing
principal (488) (362) (136,825) (65,029) (202) (202,906)
(488) (362) (24,928) 2 ,977 11 ,298 7,657 (3,846)

Other
Changes
Foreign
exchange
adjustments 2 25 (513) (1,110) (1 ,596)
New hire
purchases 240 240
Additional
leases 572 572
Interest
expense
recognised
in profit or
loss 52 41 1,323 727 123 142 2,408
Repayment of
borrowing
interests (52) (41 ) (1,323) (727) (77) (142) (2,362)
574 265 (513) (1 ,1 10) 46 (738)
At 3 1
December 685 795 22,573 22,377 11 ,344 7,657 65,431
287 Page 91
370
TSA GROUP BERHAD
35, CASH FLOW INFORMATION (CONT'D)
(c) The total cash outfl ows for leases as a lessee are as foll ows :-
Audited
FYE 31 December
2020 2021 2022
RM 'OOO RM'O OO RM'OOO
Continuing
operations
Interest paid on lease
lia bilities 72 55 52
Payment of lease
liabilities 663 680 488
735 735 540
(d) The cash and cash eq uivalents comprise the followin g:-
Audited
At 31 December
2020 2021 2022
Continuing
operations
Fixed deposit with a

licensed bank 530 537 544
Cash and bank
balances 37,429 61 ,170 31,423
37,959 61 ,707 31,967

Less: Fixed deposit
pledged to a
licensed bank (Note
16) (530) (537) (544 )
Discontinued
operations
Cash and ban k
balances 820 993
38,249 62 ,163 31,423
287 Page 92
371
TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (CO NT' D)
36. OPERATING SEGMENTS
36.1 BUSINESS SEGMENT
The Group operates predominantly in one business segment i.e. manufacturing of welded
stainless sleel pipes; and trading in stainless sleel and olher metal products. Accordingly, the
informalion by business segments is not presented.
36.2 GEOGRAPHICAL INFORMATION
The following table provides an analysis of the Group's revenue by geographical segments:-
Audited
FYE 31 December
2020 2021 2022
Revenue
Continuing
operations
Malaysia 181,967 239,719 293 ,635

Outside Malaysia 52,661 62,974 63,636
234,628 302,693 357,271

Discontinued
operations
Malaysia 630 618 135
235,258 303,311 357,406
287 Page 93
372
TSA GROUP BERHAD
36. OPERATING SEGMENTS (CONT'D)
36.2 GEOGRAPHICAL INFORMATION (CONT'D)
Non-current assets are determined according to the country where these assets are located .
The amounts of non-current assets do not include financial instruments and deferred tax
assets.
Aud ited
At 31 December
2020 2021 2022
Non-current assets
Malaysia 24,469 23,811 ~

Outside Malaysia 1,001 676
~
25,470 24,487 49,569
Discontinued
operations
Malaysia 6,126 6,185
31,596 30,672 49,569
36.3 MAJOR CUSTOMERS
There are no major customers with revenue equal 10 or more than 10% of the Group's total
revenue (consist of continuing and discontinued operations).
287 Page 94
373
TSA GROUP BERHAD
37. CAPITAL COMMITMENT
Audited
At 31 December
2020 2021 2022
Note RM'OOO RM 'OOO RM'OOO
Purchase of land (a) 11,761

Purchase of machinery (b) 19,404 12,700
31,165 12,700
(a) On 3 January 2022, TSA Industries entered into a Sale and Purchase Agreement to acquire a
piece of industrial land together with all the buildings erected thereon which include among
others an electric power station belonging to Tenaga Nasional Berhad , for a total purchase
consideration of RM13,068,000 .
(b) On 20 December 2021, TSA Industries entered into a Sale Contract to acquire certain
machinery for a total consideration of approximately USD5,291,000 (equivalent to
RM22 ,067,000).
38. CONTINGENT ASSET
TSA Industries has initiated legal proceeding in 2017 to claim against 5 individuals (1" to 5th
Defendants) and a financial institution (6 th Defendant) for the unauthorised transfers of monies for the
sum of approximately RM31.8 million from a TSA Industries' bank account.
On 9 December 2022, the decision of the civil suit was given by the High Court, among others:
(a) to dismiss TSA Industries' claim against the 6th Defendant with a cost of RM150,000 to be paid
by TSA Industries; and
(b) to award a judgement sum of RM31 .8 million to be paid by the 1" to 5th Defendants to TSA
Industries.
On 27 December 2022, TSA Industries filed an appeal to the Court of Appeal against the High Court's
dismissal of the claim. The next case management is fixed for 9 January 2024 and the appeal is fixed
for hearing on 23 January 2024.
On 27 January 2023, TSA Industries has made payment of RM150,000 as costs to the 6th Defendants.
Based on advice from the legal counsel, the prospects of success of the said appeal as it stands are
fair to reasonable .
TSA Industries has subsequently engaged another solicitor to pursue the judgement sum awarded
against the 1" to 5th Defendants .
39. FINANCIAL INSTRUMENTS
The Group's activities are exposed to a variety of market risks (including foreign currency risk,
interest rate risk and equity price risk), credit risk and liquidity risk. The Group's overall financial risk
management policy focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group's financial performance.
287 Page 95
374
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(1455700-A)
TSA GROUP BERHAO
NOTES TO THE COMBiNED AND CONSOliDATED FiNANCiAL STATEMENTS (CONT'Dj
39. FINANCIAL INSTRUMENTS (CONT'O)
39.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT'O)
(a) Market Risk (Cont'd)
(i) Foreign Currency Risk (Cont'd)
Foreign Currency Exposure (Cont'd)
United States Singapore Ringgit

Dollar Doliar Euro Other Malaysia Total
Audited RM'OOO RM'OOO RM'OOO RM'OOO RM'OOO RM 'OOO
31.12.2020
Financial Assets
Trade receivables 1,076 5,179 49,942 56,197
Other receivables 976 976
Amount owing by ultimate
holding company 5,749 5,749
Amount owing by related
parties 1,609 1,609
Fixed deposit with a licensed
bank 530 530
Cash and bank balances 1,788 644 11 25 34,961 37,429
2,864 5,823 11 25 93,767 102,490
Page 96
375
202201010003(1455700-A)
(1455700-A)
TSA GROUP BERHAD
NOTES TO THE COMBiNED AND CONSOliDATED FiNANCiAL STATEMENTS (CONT;Dj
39. FINANCIAL INSTRUMENTS (CONT'D)
39.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)
(a) Market Risk (Cant'd)

Dollar Dollar Euro Other Malaysia Total
Audited RM 'OOO RM'OOO RM 'OOO RM 'OOO RM 'OOO RM 'OOO
31.'12.2020
Financial Liabilities
Trade payables 343 153 17,456 17,952
Other payables and accruals 170 3,315 3,485
Amount owing to directors 155 550 705
Hire purchases payables 481 514 995
Onshore foreign currency loan 43 ,142 43,142
Structured and trade commodity
financing 3,351 8,423 11 ,774
Dividends payable 2,000 2,000
46,836 959 32,258 80 ,053
Net financial (Iiabilities)/assets (43,972) 4,864 11 25 61 ,509 22,437

Less: Net financial assets
denominated in the respective
entities' functional currencies (4,637) (61,509) (66,146)
Add: For-.·vard foreign currency
contracts (contracted notional
principal) 34,780 34,780
Currency exposure (9,192) 227 11 25 (8,929)
Page 97
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TSA GROUP BERHAD
39.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTO)
(a) Market Risk (Cant'd)

Audited RM 'OOO RM 'OOO RM 'OOO RM'OOO RM 'OOO RM 'OOO
31.-12.2021
Financial Assets
Trade receivables 1,389 6,316 26 56,973 64,704
Other receivables 2 ,070 2,070
Amount owing by ultimate holding
company 5,749 5,749
Amount owing by related parties 1,268 1,268
Fixed deposit with a licensed bank 537 537
Cash and bank balances 1,102 4,299 10 25 55 ,734 61 ,170
2,491 10,615 36 25 122,331 135,498
Page 98
377
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(1455700-A)
TSA GROUP BERHAD

Audited RM'OOO RM 'OOO RM 'OOO RM'OOO RM'OOO RM'OOO
31.12.2021
Trade payables 4,890 850 7,159 12,899
Other payables and accruals 334 6,653 6,987
Amount owing to directors 550 550
Onshore foreign currency loan 48,014 48,014
Structured and trade commodity
financing 14,670 5,840 20,510
Dividends payable 35,000 35,000
67,574 1,785 55,493 124,852
Net financial (liabilities)/assets (65,083) 8,830 36 25 66,838 10,646

denominated in the
respective entities'
functional currencies (5,133) (66,838) 171
\ ' .
Q71" \
, ~.
Add: Forward foreign currency

contracts (contracted
notional principal) 22 ,508 22,508
--~
Currency exposure (42 ,575) 3,697 36 25 (38,817)
Page 99
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(1455700-A)
TSA GROUP BERHAD
39. FINANCIAL INSTRUMENTS (CONTD)
39 .1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(i) Foreign Currency Risk (Cont"d)
Foreign Currency Exposure (Cont"d)

Audited RM 'OOO RM 'OOO RM'OOO RM 'OOO RM'OOO RM 'OOO
31.12.2022
Financial Assets
Trade receivables 160 8,294 52 ,840 61 ,294
Other receivables
Amount owing by related parties 112 112
Fixed deposit with a licensed
bank 544 544
Cash and bank balances 854 1.849 10 29 28.681 31.423
1,014 10 , 143 10 29 82 ,177 93,373
Page 100
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TSA GROUP BERHAD
f'-~OTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

39.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT" O)
(i) Foreign Currency Risk (Conrd)

Dollar Dollar Euro other Malaysia Total
Audited RM'OOO RM 'OOO RM 'OOO RM'OOO RM'OOO RM 'OOO
31.12.2022
Financia! Liabi!ities
Trade payables 546 4,649 7.905 13.100
other payables and accruals 390 6.594 6.984
Amount owing to directors 394 785 1,179
Bankers acceptances 7,657 7,657
Onshore foreign currency loan 22 ,573 22,573
Structured and trade
com modity financing 22,377 22,377
Term loans 11 ,344 11 ,344
45,496 5,903 34,610 86 ,009
Page 101
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TSA GROUP BERHAD
NOTES TO THE COMBINED AND CONSOLIDATED FINANCiAL STATEMENTS (CONT'D)

(i) Foreign Currency R isk (Cont'd)
Foreign Currency Exposure (Cont 'd)

Audited RM'OOO RM 'OOO RM'OOO RM'OOO RM 'OOO RM 'OOO
31.12,2022
Net financial (Iiabilities)/assets (44,482) 4,240 10 29 47,567 7,364

denominated in the
respective entities'
functional currencies (4,047) (47,567) (51 ,614)
Add: Forward foreign currency
contracts (contracted
notional principal) 23,153 23,153
Currency exposure (21,329) 193 10 29 (21,097)
Page 102
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TSA GROUP BERHAD
39.1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
Foreign Currency Risk Sensitivity Analysis
The folslowing table details the sensitivity analysis to a re asonably possible

change in the foreign currencies at the end of the reporting period. with all
other variables held constant: -
Audited
FYE 31 December
2020 2021 2022
RM"OOO RM'OOO RM'OOO
Effect on profit
after taxation
USD/RM
- strengthened
by 5% (349) (1.618) (81 1 )
· weakened
by5% 349 1.618 811
SGD/RM
· strength ened
by5% 9 140 7
- weakened
by 5% (9) ( 140) (7)
EURO/RM
· strengthened
by5% # #
- weakened
by 5% (#) (1 ) (#)
OTHERIRM
- strengthened
by5%
- weakened
by 5% (1 ) (1) (1 )
Note:-
# - Amount less than RM1 , 000.
287 Page 103
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TSA GROUP BERHAD
39 .1 FINANCIAL RISK MANAGEMENT POLICIES (CONTD)
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The
Group's exposure to interest rate risk arises mainly from long-term borrowings
with variable rates. The Group's policy is to obtain the most favourable interest
rates available and by maintaining a balanced portfolio mix of fixed and floating
rate borrowings .
The Group's fixed rate receivables, borrowings and fixed deposits with
licensed banks are carried at amortised cost. Therefore , they are not subject
to interest rate risk as in defined MFRS 7 since neither carrying amounts nor
the future cash flows will fluctuate because of a change in market interest rates .
The Group's exposure to interest rate risk based on the carrying amounts of
the financial instruments at the end of the reporting period is disclosed in Note
21 to the financial statements.
Interest Rate Risk Sensitivity Analysis
Any reasonably possible change in the interest rates of floating rate term loans
at the end of the reporting period does not have material impact on the profit
after taxation and other comprehensive income of the Group and hence, no
sensitivity analysis is presented .
(iii) Equity Price Risk
The Group does not have any quoted investments and hence it is not exposed
to equity price risk .
287 Page 104
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TSA GROUP BERHAD
(b) Credit Risk
The Group 's exposure to credit risk. or the risk of counterparties defaulting. arises
mainly from trade and other receivables. The Group manages its exposure to credit
risk by the application of credit approvals, credit limits and monitoring procedures
on an ongoing basis . For other financial assets (including cash and bank balances) ,
the Group minimises credit risk by dealing exclusively with high credit rating
counterparties.
(i) Credit risk concentration profile
The Group does not have any major concentration of credit risk related to any
individual customer or counterparty.
(ii) Maximum exposu re to cred it risk
At the end of the reporting period , the maximum exposure to credit ri sk is

represented by the carrying amount of each class of financial assets
recognised in the statement of financial position of the Group after deducting
any allowance for impairment losses (where applicable).
287 Page 105
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TSA GROUP BERHAD
39 .1 FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)
(b) Credit Risk (Cont'd)
(iii) Assessment of Impairment Losses
At each reporting date, the Group assesses whether any of the financial
assets at amortised cost are credit impaired .
The gross carrying amounts of financial assets are written off against the
associated impairment, if any, when there is no reasonable expectation of
recovery despite the fact that they are still subject to enforcement activities .
A financial asset is credit impa ired when any of following events that have a
detrimental impact on the estimated future cash flows of the finan cial asset
have occurred :
- Significant financial difficult of the receivable;
- A breach of contract. such as a default or past due event;
- Restructuring of a debt in relation to the receivable 's financial difficulty; and
- It is becoming probabl e that the receivable will enter bankruptcy or other
financial reorganisation .
The Group considers a receivable to be in default when the receivable is

unlikely to repa y its debt to the Group in full or is more than 365 days past
due .
Trade Receivables
The Group applies the simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade receivables .
Inputs, Assumptions and Techniques used for Estimating Impairment Losses
To measure the expected credit losses, trade receivables (including amount

owing by related parties) has been grouped based on shared credit risk
characteristics and the days past due.
The expected loss rates are based on the payment profiles of sales over 1 2
months (31 .12.2021 and 31 .12.2020 - 12 months) from the reporting date and
the corresponding historical credit losses experienced within this period . The
historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the ability of the trade
receivables to settle the ir debts using Ihe linear regressive analysis .
There are no significant changes in the estimation techniques and

assumptions as compared to the previous fi nancial years.
Sales made are generally accompanies by letters of credit or advance

payments and therefore , there is minimal exposure to credit risk.
Furthermore, outstanding trade receivables are largely collected within the
credit term .
287 Page 106
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TSA GROUP BERHAD
39.1 FINANC IAL RISK MANAGEMENT POLICIES (CONTO)
(iii) Assessment of Impairment Losses (Cont"d)
Trade Receivables (Cont"d)
Allowance for Impairment Losses
Gross Individual Collective Carrying

Amount Impairment Impairment Amount
Audited RM'OOO RM'OOO RM'OOO RM'OOO
31.12.2020
Current (not past due) 38 .755 38,755

1 to 30 days past due 10.502 10.502
31 to 60 days past due 3 ,180 3. 180
61 to 90 days past due 562 562
More than 120 days past
due 3,810 3,810
Credit impaired 790 (790)
57.77 1 (790) 56,981
31.12.2021
Current (not past due) 47.974 (154 ) 47 .820

1 to 30 days past due 12.488 (139) 12.349
31 to 60 days past due 3.378 (126) 3.252
61 to 90 days past due 466 (87) 379
91 to 120 days past due 243 (33) 210
due 2,941 (979) 1,962
Credit impaired 803 (803)
68,293 (803) (1 ,518) 65,972
31.12.2022
Current (not past due) 41 ,803 41 ,803

1 to 30 days past due 13,234 13,234
31 to 60 days past due 4,339 4,339
61 to 90 days past due 1,742 1,742
due 317 (127) 190
Credit impaired 1,143 (1 ,143)
62,676 (1 ,143) (127) 61,406
287 Page 107
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TSA GROUP BERHAD
(iii) Assessment of Impairment Losses (Cont'd)
Other Receivables
The Group applies the 3-stage general approach to measuring expected credit
losses for its other receivables and amount owing by related parties.
Under this approach, loss allowance is measured on either 12-month expected

credit losses or lifetime expected credit losses, by considering the likelihood that
the receivable would not be able to repay during the contractual period
(probability of default, PD), the percentage of contractual cash flows that will not
be collected if default happens (loss given default, LGD) and the outstanding
amount that is exposed to default risk (exposure at default, EAD).
In deriving the PD and LGD , the Group considers the receivable's past payment
status and its financial condition as at the reporting date. The PD is adjusted to
reflect current and forward-looking information on macroeconomic factors
affecting the ability of the receivable to settle its debts.
No expected credit loss is recognised on other receivables as it is negligible

other than those which had already impaired.
Fixed Deposit with a Licensed Bank, Cash and Bank Balances
The Group considers the licensed banks have low credit risks . In addition ,
some of the bank balances are insured by Government agencies . Therefore ,
the Group is of the view that the loss allowance is immaterial and hence, it is
not provided for.
287 Page 108
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TSA GROUP BERHAD
(iii) Assessment of Impairment Losses (Cont'd)
Amount Owing by Ultimate Hotding Company, A Related Company and A

Related Party (Non-trade Balances)
losses for all inter-company balances.
Inputs, Assumptions and Techniques used for Estimating Impairment Losses
losses for all inter-company balances. The Group considers loans and
advances to ultimate holding company, a related company and a related party
have low credit risks. The Group assumes that there is a significant increase in
credit risk when the ultimate holding company's, related company's and related
party's financial position deteriorates significantly.
The Group measures the expected credit losses on individual basis , which is
aligned with its credit risk management practices on the inter-company
balances.
For loans and advances that are repayable on demand, impairment loss is
assessed based on the assumption that repayment of the outstanding
balances is demanded at the reporting date. If the ultimate holding company,
related company and related party do not have sufficient highly liquid resources
when the loans and advances are demanded, the Group will consider the
expected manner of recovery to measure the impairment loss ; the recovery
manner could be either through 'repayable over time' or a fire sale of less liquid
assets by the ultimate holding company, related company and related party.
For loans and advances that are not repayable on demand, impairment loss is
measured using techniques that are similar for estimating the impairment
losses of other receivables as disclosed above.
At the end of the reporting period , there was no indication that the amount owing
is not recoverable .
287 Pag e 109
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TSA GROUP BERHAO
NOTES TO THE COMBiNED AND CONSOliDATED FiNANCIAL STATEMENTS (CONTD)
39.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT"D)
(c) Liquidity Risk (Cont'd)
Maturity Analysis (Cont'd)
The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual
undiscounted cash flows (includ ing interest payments computed using contractual rates or, if floating , based on the rates at the
end of the reporting period) (Cont'd):-
Effective Contractual
Interest Carrying Undiscounted Within 1-5
Rate Amount Cash Flows 1 Year Years
Audited % RM 'OOO RM'OOO RM'OOO RM'OOO
31 .12.2020
Trade payables 17,952 17,952 17,952

Other payables and accruals 3.485 3.485 3.485
Lease liabilities 8.60 717 744 654 90
Hire purchase payables 4.46 - 5.92 995 1,092 579 513
Onshore foreign currency loan 1.35 - 2.26 43,142 43.142 43,142
Structured and trade commodity financing 1.50 - 3.54 11,774 11 ,774 11,774
Dividend payable 2,000 2,000 2,000
80,770 80,894 80,291 603
Page 110
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TSA GROUP BERHAD
NOTES TO THE COMBiNED AND CONSOliDATED FiNANCiAL STATEMENTS (CONT'Dj

(e) Liquidity Risk (Cont'd)
Maturity Analysis (Gonl'd)
The following table sets out the maturity profile of the financia l liabilities at the end of the reporting period based on contractual
undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the
end of the reporting period) (Conl'd) :-
Interest Carrying Undiscounted Within 1-5
Rate Amount Cash Flows 1 Year Years
Audited % RM'OOO RM 'OOO RM'OOO RM'OOO
31.12.2021
Trade payables 12,899 12,899 12,899

Hire purchase payables 4.46 - 5.92 892 999 328 671
Onshore foreign currency loan 1.35 - 2.25 48,014 48,014 48,014
Structured and trade commodity financing 1.40 - 3.32 20,510 20,510 20 ,510
Dividend payable 35,000 35,000 35,000
125,451 125,598 124,593 1,005
Page 111
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TSA GROUP BERHAD

39 .1 FINANCIAL RISK MANAGEMENT POLICIES (CONT'O)
(c) Liquidity Risk (Cont'd)
Maturity Analysis (Cont'd)
The following table sets out the maturity profile of the financia l liabilities at the end of the reporting period based on contractual
undiscounted cash fiows (including interest payments computed using contractual rates or, if floating , based on the rates at the
end of the reporting period) (Cont'd):-
Interest Carrying Undiscounted Within 1-5 More Than
Rate Amount Cash Flows 1 Year Years 5 Years
Audited % RM 'OOO RM 'OOO RM 'OOO RM'OOO RM 'OOO
31.12.2022
Trade payables 13,100 13,100 13,100

Amount owing to directors 1,179 1,179 1,179
Hire purchase payables 3.77 - 5.57 795 900 296 604
Banker's acceptances 4.51 - 4.60 7,657 7,657 7,657
Onshore foreign currency loan 4.53 - 6.52 22,573 22 ,573 22 ,573
commod ity financing 4.27 - 6.01 22,377 22,377 22,377
Term loans ECOF + 1.25 & 11 ,344 11 ,344 1,245 5 ,882 4,217
BLR + 9.50
86,694 86,832 75,859 6,756 4,217
Page 112
391
TSA GROUP BERHAD
39.2 CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities within the Group will be able to maintain
an optimal capital structure so as to support its businesses and maximise shareholders value .
To achieve this objective. the Group may make adjustments to the capital structure in view
of changes in economic conditions , such as adjusting the amount of dividend payment,
returning of capital to shareholders or issuing new shares.
The Group manages its capital based on debt-to-equity ratio that complies with debt
covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by
total equity. The Group includes within net debt, loans and borrowings from financial
institutions less cash and cash equivalents. Capital includes equity attributable to the owners
of the parent and non-controlling interest. The debt-to-equity ratio of the Group at the end of
the reporting period was as follows :-
Audited
At 31 December
2020 2021 2022

Hire purchase payables 995 892 795
Banker's acceptances 7,657
Onshore foreign currency
loan ' 43,142 48,014 22,573
commodity financing 11,774 20,510 22,377
Term loans 11,344
56,628 70,015 65,431

Less: Fixed deposit with a
licensed bank (530) (537) (544)
Less: Cash and bank
balances (37,429) (61 ,170) (31,423)
Net debt 18,669 8,308 33,464
Total equity 121,058 124,792 150,039
Debt-to-equity ratio 0.15 0.07 0.22
There was no changes in the Group's approach to capital management during the financial
year.
287 Page 113
392
TSA GROUP BERHAD
39 .3 CLASS IFI CATI ON OF FINANCIAL IN STRUMENTS
Aud ited
At 31 December
2020 2021 2022
Financial Asset
Amorti sed Cost
Trade receivables (Note 11) 56, 197 64,704 61 ,294
Other receiva bles (Note 12) 976 2,070
Amou nt owing by ultim ate
holding compa ny (Note 13) 5, 749 5,749
Amount owing by related
parti es (Note 15) 1,609 1,268 112
Fixed depos it with a
licensed bank (Note 16) 530 537 544
102,490 135 ,498 93 ,373
287 Page 114
393
TSA GROUP BERHAD
39. FINANCIAL INSTRUMENTS (CONTD)
39 .3 CLASS IFICATION OF FINANCIAL INSTRUMENTS (CONT'O)
Audited
At 31 December
2020 2021 2022
Financial Liability
Amortised Cost
Trade payables (Note 22) 17,952 12,899 13,1 00
Other payables and accruals
(Note 23) 3,485 6,987 6,984
Hire purchase payables
(Nole 21) 995 892 795
Onshore foreign cu rrency
loan (Note 21) 43,142 48 ,014 22,573
Banker's acceptances
(Note 21) 7,657
Stru ctured and trade
commodity financing
(Note 21) 11 ,774 20,510 22 ,377
Term loans (Note 21) 11 ,344
Amoun t owi ng to directors
(Note 24) 705 550 1,179
Dividend payable (Note 25) 2,000 35,000
80,053 124,852 86,009
287 Page 115
394
TSA GROUP BERHAD
39.4 GAINS OR LOSSES ARISING FROM FINANCIAL INSTRUMENTS
Audited
FYE 31 December
2020 2021 2022
Financial Asset
Amortised Cost
Net (Iosses)/gain recognised
in profit or loss (10,070) (1,960) 5,288
Financial Liability
Amortised Cost
Nellosses recognised in
profit or loss (1,510) (1,522) (2,356)
287 Page 116
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TSA GROUP BERHAD
39.5 FAIR VALUE INFORMATION
The fa ir values of the financial assets and financial liabilities of the Group which are maturing within the next 12 months approximated their
carrying amounts due to the relatively short-term maturity of the financial instruments or repayable on demand terms.
The following table sets out the fair value profile of financial instruments that are carried at fair value and those not carried at fair value at the
end of the reporting period:-
Fair Value of Financial Fair Value of Financial

Instruments Carried Instruments not Carried Total
at Fair Value at Fair Value Fair Carrying
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Value Amount
Audited RM 'OOO RM 'OOO RM 'OOO RM'OOO RM'OOO RM 'OOO RM'OOO RM 'OOO
31.12.2020
31.12.2021
Financial Liability
31 .12.2022
Financial liability
Term loans 11,344 11 ,344 11 ,344
Page 117
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TSA GROUP BERHAD
39.5 FAIR VALUE INFORMATION (CONTD)
The following table sets out the fair value profile of financial instruments that are carried at fair value and those not carried at fair value at the
end of the reporting period (Cont'd):-
Fair Value of Financial Instruments not Carried at Fair Value
(a) The fair value of the term loans that carry floating interest rates approximately their carrying amounts as they are repriced to market
interest rates on or near the reporting date.
(b ) The fair values of hire purchase payables that carry fixed interest rates are determined by discounting the relevant cash flows using
current market interest rates for similar instruments at the end of the reporting period. The interest rates used to discount the estimated
cash flows are as follows:·
Audited
At 31 December
2020 2021 2022
ECOF + 1.25% &
Term loans N/A N/A
BLR + 9.50%
Hire purchase payables 4.45~o - 5.92% 4.45% - 5.92% 5.01 % - 5.57%
Page 118
397
TSA GROUP BERHAD
40. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
TSA Industries purchased one set of recondi tioned annealing furnace from an oversea supplier in
Hong Kong at a price of USD1 ,127, 760.50 ("Purchase Price").
On 13 September 2022,23 packages of cargo containing pieces of the annealing furnace ("Cargo")
were shipped on board the Vessel from Shanghai to Port Klang. While on voyage from Shanghai to
Port Klang, the Vessel encountered turbulent weather conditions and 8 packages fell overboard into
the sea while 15 packages remained on board with varied degree of damages of the packages. The
Vessel arrived at Port Klang with the damaged packages.
On 3 October 2022, the High Court of Kuala Lumpur ("High Court") issued the Writ in rem and a
Warrant of Arrest for the Vessel. The arrest was effected on 4 October 2022 by the Sheriff of the
High Court at the territorial waters of Malaysia at Port Klang. The arrest was on the basis that, as
the carrier and bailee of the Cargo, the Defendant had failed to ensure that the Cargo is receive d by
TSA Industries in a good, workable condition and was fit for its function and purpose.
TSA Industries has made an insurance claim against the insurer to recover the sum of
USD1 ,103,958.70 (calculated after deducting the scrap value of the remaining 15 packages of the
Cargo from the Purchase Price). A joint survey was conducted by an independent surveyor in
October 2022 on the extent of damage to the Cargo.
As at the date of this report, TSA Industries' claim is being processed by the insurer.
41. SIGNIFICANT EVENT OCCURRING AFTER THE REPORTING PERIOD
On 3 January 2023, TSA Industries entered into a contract with a third party for the acquisition of
certain machineries which amounted to approximately USD2 ,025,OOO . The machineries have not
yet been fully delivered as of the date of this report.
287 Page 11 9
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TSA GROUP BERHAD
STATEMENT BY DIRECTORS
We, Chew Kuan Fah and Chew Yik Wai, being two of the directors of TSA Group Berhad, state that, in
the opinion of the directors, the combined and consolidated financial statements set out on pages 4 to
119 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial
Reporting Standards and Prospectus Guidelines - Issued by the Securities Commission Malaysia so as
to give a true and fair view of the financial position of the Group as of 31 December 2020 , 31 December
2021 and 31 December 2022 and of their financial performance and cash flows for the financial years
ended 31 December 2020, 31 December 2021 and 31 December 2022 .
Signed in accordance with a resolution of the directors dated 2 1 AP R 2023
Chew Kuan Fah ChewYikWai
287 Page 120
399
14. ADDITIONAL INFORMATION
14.1 SHARE CAPITAL
(a) As at the date of this Prospectus, we only have one class of shares, namely, ordinary
shares, all of which rank equally with one another.
(b) Save for the Pink Form Allocations as disclosed in Section 4.2.1(ii) of this Prospectus,
(i) no person including Directors and employees of our Group has been or is
entitled to be given or has exercised any option to subscribe for any shares or
debentures, warrants, options, convertible securities or uncalled capital of our
Company or our subsidiaries; and
(ii) there is no scheme involving the employees of our Group in the shares of our
Company or our subsidiaries.
(c) No shares, debentures, warrants, options, convertible securities or uncalled capital of

our Group have been issued or are proposed to be issued as fully or partly paid-up, in
cash or otherwise, within the 2 years immediately preceding the date of this
Prospectus.
(d) As at the date of this Prospectus, our Group does not have any outstanding
convertible debt securities, options, warrants or uncalled capital.
14.2 CONSTITUTION
The following provisions are extracted from our Constitution and are qualified in its entirety
by the provisions of our Constitution and by applicable law. Terms defined in our
Constitution shall have the same meaning when used here unless they are otherwise
defined here or the context otherwise requires.
14.2.1 Share Capital
The provisions in our Constitution in respect of the changes in capital and variation of class
rights are as follows:
Clause 7 – Classes of shares
(3) Rights of preference shareholders
Subject to the Act, any applicable laws and any other requirements of Bursa Securities and
the SC, any preference shares may with the sanction of an ordinary resolution be issued on
the terms that they are liable, or at the option of the Company are liable to be redeemed
and the Company shall not issue preference shares ranking in priority over preference
shares already issued but may issue preference shares ranking equally therewith.
(a) A holder of preference shares must have a right to vote in each of the following
circumstances:
(i) when the dividend or part of the dividend on the share is in arrears for more
than six (6) months;
(ii) on a proposal to reduce the Company’s share capital;
(iii) on a proposal for the disposal of the whole of the Company’s property, business
and undertaking;
400
14. ADDITIONAL INFORMATION (Cont’d)
(iv) on a proposal that affects the rights attached to the preference shares;
(v) on a proposal to wind up the Company; and
(vi) during the winding up of the Company.
(b) A holder of preference shares shall be entitled to the same rights as a holder of
ordinary shares in relation to receiving notices, reports, audited financial statements
and attending meetings.
(4) Repayment of preference capital
Notwithstanding Clause 3 hereof, the repayment of preference share capital other than
redeemable preference shares or any alteration of preference shareholders’ rights shall only
be made pursuant to a special resolution of the preference shareholders concerned
provided always that where the necessary majority for such a resolution is not obtained at
the meeting of the preference shareholders concerned, consent in writing representing not
less than seventy-five percent (75%) of the total voting rights of the holders of the
preference shares obtained within two (2) months of the meeting shall be valid and effectual
as a special resolution carried at the meeting.
Clause 8 – Variation of rights
(1) Variation of rights
If at any time the share capital is divided into different classes of shares, the rights attached
to each class of shares (unless otherwise provided by the terms of issue of the shares of
that class) may only, whether or not the Company is being wound up, be varied:
(a) with the consent in writing of the holders holding not less than seventy-five percent
(75%) of the total voting rights of the holders of that class of shares; or
(b) by a special resolution passed by a separate meeting of the holders of that class of
shares sanctioning the variation.
(3) Variation of rights of existing preference shares
The rights attached to an existing class of preference shares shall be deemed to be varied
by the issue of new preference shares that rank equally with the existing class of preference
shares unless such issuance was authorised by:
(a) the terms of the issue of the existing preference shares; or
(b) this Constitution of the Company as in force at the time when the existing preference
shares were issued.
Clause 12 – Issue of securities
(1) Allotment of shares or grant of rights
Without prejudice to any special rights previously conferred on the holders of any existing
shares or class of shares but subject always to the Act, the Listing Requirements and this
Constitution, the Directors have the right to:
(a) issue and allot shares in the Company; and
401
(b) grant rights to subscribe for shares or options over unissued shares in the Company.
(3) Issue of new shares or securities to Members
(a) Subject to the Act, the Listing Requirements and any direction to the contrary that
may be given by the Company in General Meeting, all new shares or other convertible
securities shall, before issue, be offered to such persons as at the date of the offer
are entitled to receive notices from the Company of General Meetings in proportion as
nearly as the circumstances admit, to the amount of the existing shares or securities
to which they are entitled.
(b) The offer shall be made by notice specifying the number of shares or securities
offered, and limiting a time within which the offer, if not accepted, will be deemed to
be declined, and, after the expiration of that time, or on the receipt of an intimation
from the person to whom the offer is made that he declines to accept the shares or
securities offered, the Directors may dispose of those shares or securities in such
manner as they think most beneficial to the Company.
(c) The Directors may likewise also dispose of any new share or security which (by
reason of the ratio which the new shares or securities bear to shares or securities
held by persons entitled to an offer of new shares or securities) cannot, in the opinion
of the Directors, be conveniently offered under this Constitution.
(4) General mandate for issue of securities
Subject to the Listing Requirements, requirements prescribed by Bursa Securities and

notwithstanding the existence of a resolution pursuant to Sections 75(1) and 76(1) of the
Act, the Company must not issue any shares or convertible securities if the total number of
those shares or convertible securities exceeds the prescribed limit as permitted under the
Listing Requirements and set by Bursa Securities from time to time, except where the
shares or convertible securities are issued with the prior shareholder approval in a General
Meeting of the precise terms and conditions of the issue. In working out the number of
shares or convertible securities that may be issued by the Company, if the security is a
convertible security, each of such security is counted as the maximum number of shares
into which it can be converted or exercised.
Clause 46 – Alteration of capital
(1) Consolidation of shares and subdivision of shares
The Company may from time to time by ordinary resolution and subject to other applicable
laws or requirements:
(a) consolidate and divide all or any of its share capital, the proportion between the
amount paid and the amount, if any, unpaid on each subdivided share shall be the
same as it was in the case of the share from which the subdivided share is derived; or
(b) subdivide its shares or any of them into shares, whichever is in the subdivision; the
proportion between the amount paid and the amount, if any, unpaid on each
subdivided share shall be the same as it was in the case of the share from which the
subdivided share is derived.
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(2) Cancellation of shares and reduction of share capital
The Company may from time to time by special resolution and subject to other applicable
requirements:
(a) cancel shares which, at the date of the passing of the resolution in that regard, have
not been taken or agreed to be taken by any person or which have been forfeited and
diminish the amount of its share capital by the amount of the shares so cancelled or in
such other manner allowed by law; or
(b) reduce its share capital in such manner permitted by law, and (where applicable)
subject to the relevant required approvals being obtained.
(3) Purchase of own shares
The Company shall have the power, subject to and in accordance with the provisions of the
Act, the Listing Requirements and any rules, regulations and guidelines in respect thereof
for the time being in force, to purchase its own shares and thereafter to deal with the shares
purchased in accordance with the provisions of the Act, the Listing Requirements and any
rules, regulations and guidelines thereunder or issued by Bursa Securities and any other
relevant authorities in respect thereof.
14.2.2 Borrowing and voting powers of the Directors
The provisions in our Constitution dealing with voting and borrowing powers of our Directors
including voting powers in relation to proposals, arrangements or contracts in which they are
interested in are as follows:
Clause 94 – Powers of Directors
Without limiting the generality of Clause 93(1) and (2), the Directors may, subject to the Act
and the Listing Requirements, exercise all the powers of the Company to do all or any of the
following for any debt, liability, or obligation of the Company or of any third party:
Borrowing
(1) borrow money;
Mortgage
(2) mortgage or charge its undertaking, property, and uncalled capital, or any part of the
undertaking, property and uncalled capital;
Issue debentures
(3) issue debentures and other Securities whether outright or as security; and/or
Lend or advance money
(4) (a) lend and advance money or give credit to any person or company;
(b) guarantee and give guarantees or indemnities for the payment of money or the
performance of contracts or obligations by any person or company;
(c) secure or undertake in any way the repayment of moneys lent or advanced to or
the liabilities incurred by any person or company;
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and otherwise to assist any person or company.
Clause 96 – Powers of Directors
Power of attorney
(1) The Directors may from time to time by power of attorney under Seal appoint any
corporation, firm, or person or body of persons, whether nominated directly or
indirectly by the Directors, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities, and discretions (not exceeding those
vested in or exercisable by the Directors under this Constitution) and for a period and
subject to any conditions as the Directors may think fit.
(2) Any powers of attorney granted under Clause 96(1) may contain provisions for the
protection and convenience of persons dealing with the attorney as the Directors think
fit and may also authorise the attorney to delegate all or any of the powers, authorities,
and discretions vested in the attorney.
Clause 104 – Directors’ interest in contracts
Directors’ interest in contracts
(a) A Director shall not vote in regard to any contract or proposed contract or arrangement
in which he has, directly or indirectly, an interest.
(b) Every Director shall observe the provisions of Sections 221 and 222 of the Act relating
to the disclosure of the interest of the Directors in contracts or proposed contracts with
the Company or of any office or property held by the Directors which might create
duties or interest in conflict with their duties or interest as Directors and participation in
discussion and voting. Such disclosure of material personal interest by the Directors
shall be in the form of a notice. Such notice shall be in the form and manner
prescribed under Section 221 of the Act.
Clause 117 – Voting at board meetings
(1) Directors’ decision
Subject to this Constitution, questions arising at a Board Meeting shall be decided by a

majority of votes of Directors present and voting and any such decision shall for all purposes
be deemed a decision of the Directors.
(2) Casting of vote
Each Director is entitled to cast one (1) vote on each matter for determination.
Clause 118 – Casting Vote
Chairperson shall have a casting vote
In the case of an equality of votes, the chairperson of the Board Meeting is entitled to a
second or casting vote, except where two (2) Directors form a quorum and only such a
quorum is present, or at which only two (2) Directors are competent to vote on the question
at issue.
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14.2.3 Remuneration of Directors
The provisions in our Constitution dealing with remuneration of Directors are as follows:
Clause 84 – Managing Directors Remuneration
A Managing Director or an Executive Director shall, subject to the terms of any agreement
entered into in any particular case, receive such remuneration (whether by way of salary,
bonus, commission, or participation in profits, or partly in one way and partly in another and
other benefits) as the Board of Directors may determine.
Clause 89- An Alternate Director
(1) Alternate Director not entitled to receive remuneration

An Alternate Director has no entitlement to receive remuneration from the
Company and any fee paid by the Company to the Alternate Director shall be
deducted from the Appointer’s remuneration; and
(2) Alternate Director may be paid travelling and other expenses

An Alternate Director is entitled to be reimbursed for all the travelling and other
expenses properly incurred by him in attending the Board Meetings on behalf of
the Appointer from the Company.
Clause 92 – Remuneration of Directors
(1) Fee
Subject to Clause 84, the fees of the Directors and any benefits payable to the Directors
including compensation for loss of employment of a Director or a former Director of the
Company shall be subject to annual shareholders’ approval at a General Meeting.
(2)
If the fee of each such non-executive Director is not specifically fixed by the Members, then
the quantum of fees to be paid to each non-executive Director within the overall limits fixed
by the Members, shall be decided by resolution of the Board. In default of any decision
being made in this respect by the Board, the fees payable to the non-executive Directors
shall be divided equally amongst themselves and such a Director holding office for only part
of a year shall be entitled to a proportionate part of a full year’s fees. The non-executive
Directors shall be paid by a fixed sum and not by a commission on or percentage of profits
or turnover.
(3) Expenses
The following expenses shall be determined by the Directors:
(a) Traveling, hotel and other expenses properly incurred by the Directors in attending
and returning from meetings of the Directors or any committee of the Directors or
General Meetings of the Company or in connection with the business of the
Company; and
(b) Other expenses properly incurred by the Directors arising from the requirements
imposed by the authorities to enable the Directors to effectively discharge their duties.
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(4) Executive Directors’ remuneration
Executive Directors of the Company shall be remunerated in the manner referred to in

Clause 84 but such remuneration may not include a commission on or percentage of
turnover.
14.2.4 Transfer of Shares
The provisions in our Constitution dealing with transfer of Shares are as follows:
Clause 14 – Transfer of Securities
Transfer of securities
The transfer of any Deposited Security or class of Deposited Security of the Company, shall
be by way of book entry by the Depository in accordance with the Rules and,
notwithstanding Sections 105, 106 or 110 of the Act, but subject to Section 148(2) of the Act
and any exemption that may be made from compliance with Section 148(1) of the Act, the
Company shall be precluded from registering and effecting any transfer of the Deposited
Securities.
Clause 17 – Transfer of Shares or Debentures
(1) Instrument of transfer
Subject to this Constitution and other written laws, any Shareholder or debenture holder
may transfer all or any of his shares or debentures by instrument of transfer as prescribed
under the Act.
(2) Execution of instrument of transfer
The instrument of transfer must be executed by or on behalf of the transferor and the
transferee.
(3) Effect the transfer of shares or debentures
The transferor shall remain as the holder of such shares or debentures until the transfer is
registered and the name of the transferee is entered in the Register of Members or register
of debenture holders in respect of the shares or debentures respectively.
14.3 LIMITATION ON THE RIGHT TO HOLD SECURITIES AND/OR EXERCISE VOTING

RIGHTS
There is no limitation on the right to own our securities including limitation on the right of
non-residents or foreign shareholders to hold or exercise their voting rights on our Shares
imposed by law or by our Constitution.
14.4 PUBLIC TAKE-OVERS
During the last financial year and up to the LPD, there were no:
(i) public take-over offers by third parties in respect of our Group’s shares; and
(ii) public take-over offers by our Group in respect of other companies’ shares.
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14.5 REPATRIATION OF CAPITAL, REMITTANCE OF PROFIT AND TAXATION
(i) Malaysia
All corporations in Malaysia are required to adopt a single-tier dividend. All dividends
distributed by Malaysian resident companies under a single-tier dividend are not
taxable. Further, the Government does not levy withholding tax on dividend payment.
Therefore, there is no withholding tax imposed on dividends paid to non-residents by
Malaysian resident companies. There is no Malaysian capital gains tax arising from
the disposal of listed shares.
Effective from 1 January 2022, generally, all types of foreign income (i.e., dividends)
received in Malaysia by a resident in Malaysia is subject to tax. For the period from 1
January 2022 to 30 June 2022, foreign income received in Malaysia will be taxed at a
rate of 3% at gross under the Income Tax Act 1967. Effective from 1 July 2022,
foreign income received in Malaysia is subject to the prevailing tax rate.
Notwithstanding the above, the Income Tax (Exemption) (No. 6) Order 2022
(“Exemption Oder”) provides for exemption on foreign sourced dividend income
received in Malaysia by, amongst others, a resident company incorporated under the
Act for the period from 1 January 2022 to 31 December 2026. The exemption is given
subject to the following qualifying conditions:
(i) the dividend income has been subjected to tax in the country of origin;
(ii) the highest tax rate (headline tax) in the country of origin is not less than 15
percent; and
(iii) comply with the economic substance requirements.
Reference can be made to the Technical Guidelines issued by the Inland Revenue
Board of Malaysia on 29 December 2022 to determine whether the above conditions
are met for the purposes of the exemption on foreign sourced dividend income
received in Malaysia.
(ii) Singapore
(a) Exchange controls
Subject to TSA Singapore adhering to the applicable provisions of the

Companies Act 1967 of Singapore ("Singapore Companies Act"), there are
no significant restrictions on the remittance of profits, dividend and the return of
capital by TSA Singapore to TSA. Under the laws of Singapore, TSA Singapore
may repatriate capital and/or remit profits to TSA by way of:
(i) share buy-backs;
(ii) capital reduction;
(iii) distribution of assets on a winding-up; and
(iv) declaration of dividends.
(b) Dividend distribution
Subject to the Singapore Companies Act, the constitution of TSA Singapore,

and the payment of applicable taxes under the laws of Singapore:
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(i) dividends may be paid only out of profits available for distribution. The
constitution of TSA Singapore provides for the declaration of dividends
upon TSA’s approval by ordinary resolution in a general meeting, but any
dividend declared must not exceed the amount recommended by the
directors of TSA Singapore. There are no restrictions on payment of
dividends to TSA;
(ii) the directors of TSA Singapore may from time to time pay to TSA such
interim dividends as appear to the directors to be justified by the profits
of TSA Singapore; and
(iii) capital may not be returned to TSA unless a capital reduction exercise is
carried out.
(c) Withholding tax
Dividends received in respect of the ordinary shares of TSA Singapore by

either Singapore tax resident or non-Singapore tax resident taxpayers are not
subject to Singapore withholding tax, even if paid to non-Singapore resident
shareholders.
Currently, Singapore operates under the "One-Tier" Corporate Tax System

("One-Tier System"). Under this One-Tier System, the tax collected from
corporate profits is the final tax and TSA Singapore can pay tax exempt (1-tier)
dividends which are tax exempt in the hands of TSA, regardless of the tax
residence status or the legal form of TSA.
14.6 MATERIAL CONTRACTS
Save as disclosed below, we have not entered into any contracts which are material (not
being contracts entered into in the ordinary course of business) within the period covered by
the historical financial information as disclosed in this Prospectus up to the date of this
Prospectus:
(i) the SSA. The Acquisition of TSA Industries was completed on [●] 2023. Please refer
to Section 6.1 of this Prospectus for further details on the Acquisition of TSA
Industries;
(ii) Share sale agreement dated 24 March 2022 between TSA Industries (as purchaser)
and Established Metal Industries Sdn Bhd (“EMI”) (as vendor) in relation to the
acquisition of 1,000,000 ordinary shares in Established Steel Coils Sdn Bhd (“ESC”),
representing 20% equity interest in ESC, for a total cash consideration of
RM25,000,000 (“EMI SSA”). The EMI SSA was mutually terminated by way of a deed
of termination dated 30 May 2022 between TSA Industries and EMI;
(iii) Shareholders’ agreement dated 24 March 2022 between TSA Industries, EMI and
ESC to regulate the rights, obligations and liabilities of TSA Industries and EMI as
shareholders of ESC (“SHA”). The SHA was mutually terminated by way of a deed of
termination dated 30 May 2022 between TSA Industries, EMI and ESC;
408
(iv) Sale and purchase agreement dated 31 May 2022 between TSA Industries (as
vendor) and Decolive (as purchaser) in relation to the disposal of a piece of
agriculture land held under GRN 70294 Lot 2049, Mukim Lenggeng, Daerah
Seremban, Negeri Sembilan for a total cash consideration of RM7,200,000. The
transfer of ownership was completed on 10 March 2023;
(v) Sale and purchase agreement dated 3 January 2022 between TSA Industries (as
purchaser) and Sri Cinmal Sdn Bhd (as vendor) in relation to the acquisition of the
Semenyih Land for a total cash consideration of RM13,068,000. The acquisition of the
said leasehold land was completed on 7 October 2022;
(vi) Letter dated 12 May 2022 from TSA Industries to Pengurusan Pasir Pahang Berhad
(“PPPB”), letter of no objection to novation dated 18 May 2022 from PPPB to TSA
Industries and letter dated 30 May 2022 from TSA Industries to TSA Mineral whereby
TSA Industries had novated all the obligations, rights titles, benefits and interest
under the letters of award of concession and the Mining Operator (Sand) Agreement
dated 23 November 2020 in relation to the mining of sand in the area of 4.047
hectares (10 acres) at Sg Pahang / Pulau Peninjau, Mukim Pekan, Daerah Pekan
(Block 8) to TSA Mineral for a total cash consideration of RM4,943,520. The novation
was completed on 30 May 2022;
(vii) Letter dated 30 May 2022 from TSA Industries to POLO Specialist Trading Sendirian
Berhad and PPPB, and letter dated 30 May 2022 from TSA Industries to TSA Mineral
whereby TSA Industries had novated all the obligations, rights titles, benefits and
interest under the letters of award of concession in relation to the mining of sand in
the area of 8.094 hectares (20 acres) at Sg Pahang / Pulau Serjan Lonjong, Mukim
Pekan, Daerah Pekan, Pahang (Block 10) to TSA Mineral for a total cash
consideration of RM197,000. The novation was completed on 30 May 2022; and
(viii) [the Underwriting Agreement].
14.7 DEPOSITED SECURITIES AND RIGHTS OF DEPOSITORS (GENERAL INFORMATION)
As our Shares are proposed for quotation on the Official List, such Shares must be
prescribed as shares required to be deposited with Bursa Depository. Upon such
prescription, holders of our Shares must deposit their Shares with Bursa Depository on or
before the date fixed, failing which our Share Registrar will be required to transfer the
Shares to the Minister of Finance, Malaysia and such Shares may not be traded on Bursa
Securities.
Dealing in Shares deposited with Bursa Depository may only be effected by a person having
a securities account with Bursa Depository (“Depositor”) by means of entries in the
securities account of that Depositor.
A Depositor whose name appears in the Record of Depositors maintained by Bursa

Depository in respect of our Shares shall be deemed to be our shareholder and shall be
entitled to all rights, benefits, powers and privileges and be subject to all liabilities, duties
and obligations in respect of, or arising from, such Shares.
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14.8 CONSENTS
(a) The written consents of the Principal Adviser, Sponsor, Placement Agent and
Underwriter, Solicitors, Company Secretaries, Share Registrar and Issuing House for
the inclusion in this Prospectus of their names in the form and context in which their
names appear in this Prospectus have been given before the issue of this
Prospectus, and have not subsequently been withdrawn.
(b) The written consent of the Auditors and Reporting Accountants for the inclusion in this
Prospectus of their names, the Accountants’ Report and the Reporting Accountants’
Report on the Pro Forma Consolidated Statements of Financial Position in the form
and context in which they are contained in this Prospectus have been given before
the issue of this Prospectus and have not subsequently been withdrawn; and
(c) The written consent of the Independent Business and Market Research Consultants
for the inclusion in this Prospectus of its name and the IMR Report, in the form and
context in which they are contained in this Prospectus has been given before the
issue of this Prospectus and have not been subsequently withdrawn.
14.9 DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of
our Company during office hours for a period of 6 months from the date of this Prospectus:
(a) our Constitution;
(b) the IMR Report referred to in Section 8 of this Prospectus;
(c) the Reporting Accountant’s Report on the Compilation of Pro Forma Statements of
Financial Position of our Group as at 31 December 2022 referred to in Section 12.5 of
this Prospectus;
(d) the Accountant’s Report as included in Section 13 of this Prospectus;
(e) the material contracts referred to in Section 14.6 of this Prospectus;
(f) the letters of consent referred to in Section 14.8 of this Prospectus;
(g) our audited financial statements for the period from our incorporation up to 31
December 2022; and
(h) the audited consolidated financial statements of TSA Industries for the Financial
Years Under Review.
14.10 RESPONSIBILITY STATEMENTS
Our Directors and Promoters have seen and approved this Prospectus. They collectively
and individually accept full responsibility for the accuracy of the information. Having made all
reasonable enquiries, and to the best of their knowledge and belief, they confirm there is no
false or misleading statement or other facts which if omitted, would make any statement in
this Prospectus false or misleading.
AmInvestment Bank, being our Principal Adviser, Sponsor, Placement Agent and
Underwriter, acknowledges that, based on all available information, and to the best of its
knowledge and belief, this Prospectus constitutes a full and true disclosure of all material
facts concerning our IPO.
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15. SUMMARISED PROCEDURES FOR APPLICATION AND ACCEPTANCE
THIS SUMMARY OF PROCEDURES FOR APPLICATION AND ACCEPTANCE DOES NOT

CONTAIN THE DETAILED PROCEDURES AND FULL TERMS AND CONDITIONS AND YOU
CANNOT RELY ON THIS SUMMARY FOR PURPOSES OF ANY APPLICATION FOR OUR IPO
SHARES. YOU MUST REFER TO THE DETAILED PROCEDURES AND TERMS AND CONDITIONS
AS SET OUT IN THE “DETAILED PROCEDURES FOR APPLICATION AND ACCEPTANCE”
ACCOMPANYING THE ELECTRONIC PROSPECTUS ON THE WEBSITE OF BURSA SECURITIES.
YOU SHOULD ALSO CONTACT THE ISSUING HOUSE FOR FURTHER ENQUIRIES.
Unless otherwise defined, all words and expressions used here shall carry the same meaning
as ascribed to them in our Prospectus.
Unless the context otherwise requires, words used in the singular include the plural, and vice
versa.
15.1 OPENING AND CLOSING OF APPLICATIONS
OPENING OF THE APPLICATION PERIOD: 10.00 A.M., [●]
CLOSING OF THE APPLICATION PERIOD: 5.00 P.M., [●]
Applications for the IPO Shares will open and close at the dates stated above.
In the event of any change to the dates or time for closing, we will advertise the notice of
changes in a widely circulated daily English and Bahasa Malaysia newspaper in Malaysia.
Late Applications will not be accepted.
15.2 METHODS OF APPLICATIONS
15.2.1 Application for our IPO Shares by the Malaysian Public and Eligible Persons
Application must accord with our Prospectus and our Constitution. The submission of an
Application Form does not mean that the Application will succeed.
Types of Application and category of investors Application Method
Applications by the Eligible Persons Pink Application Form only
Applications by the Malaysian Public:
(i) Individuals White Application Form or

Electronic Share Application or
Internet Share Application
(ii) Non-Individuals White Application Form only
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15. SUMMARISED PROCEDURES FOR APPLICATION AND ACCEPTANCE (Cont’d)
15.2.2 Application by selected investors via placement
Types of Application Application Method

Applications by selected investors Our Placement Agent will contact
the selected investors directly.
They should follow the
Placement Agent’s instructions.
Applications by Bumiputera investors approved by MITI MITI will contact the Bumiputera
investors directly. They should
follow MITI’s instructions.
Selected investors and Bumiputera Investors approved by MITI may still apply for our IPO
Shares offered to the Malaysian Public using the White Application Form, Electronic Share
Application or Internet Share Application.
15.3 ELIGIBILITY
15.3.1 General
You must have a CDS account and a correspondence address in Malaysia. If you do not have
a CDS account, you may open a CDS account by contacting any of the ADAs set out in Section
12 of the Detailed Procedures for Application and Acceptance accompanying the electronic
copy of our Prospectus on the website of Bursa Securities. The CDS account must be in your
own name. Invalid, nominee or third party CDS accounts will not be accepted for the
Application.
Only ONE Application Form for each category from each applicant will be considered and
APPLICATIONS MUST BE FOR AT LEAST 100 ISSUE SHARES OR MULTIPLES OF 100
ISSUE SHARES.
MULTIPLE APPLICATIONS WILL NOT BE ACCEPTED UNLESS EXPRESSLY ALLOWED

IN THESE TERMS AND CONDITIONS. AN APPLICANT WHO SUBMITS MULTIPLE
APPLICATIONS IN HIS OWN NAME OR BY USING THE NAME OF OTHERS, WITH OR
WITHOUT THEIR CONSENT, COMMITS AN OFFENCE UNDER SECTION 179 OF THE
CMSA AND IF CONVICTED, MAY BE PUNISHED WITH A MINIMUM FINE OF RM1,000,000
AND A JAIL TERM OF UP TO 10 YEARS UNDER SECTION 182 OF THE CMSA.
AN APPLICANT IS NOT ALLOWED TO SUBMIT MULTIPLE APPLICATIONS IN THE

SAME CATEGORY OF APPLICATION.
15.3.2 Application by the Malaysian Public
You can only apply for our IPO Shares if you fulfill all of the following:
(i) You must be one of the following:
(a) a Malaysian citizen who is at least 18 years old as at the date of the application
for our IPO Shares; or
(b) a corporation / institution incorporated in Malaysia with a majority of Malaysian

citizens on your board of directors / trustees and if you have a share capital,
more than half of the issued share capital, excluding preference share capital,
is held by Malaysian citizens; or
412
(c) a superannuation, co-operative, foundation, provident, pension fund

established or operating in Malaysia.
(ii) You must not be a director or employee of the Issuing House or an immediate family
member of a director or employee of the Issuing House; and
(iii) You must submit Applications by using only one of the following methods:
(a) White Application Form; or
(b) Electronic Share Application; or
(c) Internet Share Application.
15.3.3 Application by Eligible Persons
The Eligible Persons will be provided with Pink Application Forms and letters from us detailing
their respective allocation as well as detailed procedures on how to subscribe to the allocated
IPO Shares. Applicants must follow the notes and instructions in the said document and where
relevant, in the Prospectus.
Eligible Persons may request for a copy of the printed Prospectus from our Company at no
cost and are given an option to have the printed Prospectus delivered to them free of charge,
or to obtain the printed Prospectus from our Company, the Issuing House, AmInvestment,
Participating Organisations of Bursa Securities and Members of the Association of Banks in
Malaysia or Malaysian Investment Banking Association.
15.4 PROCEDURES FOR APPLICATION BY WAY OF APPLICATION FORMS
The Application Form must be completed in accordance with the notes and instructions
contained in the respective category of the Application Form. Applications made on the
incorrect type of Application Form or which do not conform STRICTLY to the terms of our
Prospectus or the respective category of Application Form or notes and instructions or which
are illegible will not be accepted.
The FULL amount payable is RM[●] for each IPO Share.
Payment must be made out in favour of “TIIH SHARE ISSUE ACCOUNT NO. [●]” and crossed
“A/C PAYEE ONLY” and endorsed on the reverse side with your name and address.
Each completed Application Form, accompanied by the appropriate remittance and legible
photocopy of the relevant documents may be submitted using one of the following methods:
(a) despatch by ORDINARY POST in the official envelopes provided, to the following
address:
Tricor Investor & Issuing House Services Sdn Bhd

(Registration No. 197101000970 (11324-H))
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No,8, Jalan Kerinchi
59200 Kuala Lumpur
413
(b) DELIVER BY HAND AND DEPOSIT in the drop-in boxes provided at Tricor Customer
Service Centre, Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
No.8, Jalan Kerinchi, 59200 Kuala Lumpur
so as to arrive not later than 5.00 p.m. on [●] or by such other time and date specified
in any change to the date or time for closing.
We, together with the Issuing House, will not issue any acknowledgement of the receipt
of your Application Forms or Application monies. Please direct all enquiries in respect
of the White Application Form to the Issuing House.
15.5 PROCEDURES FOR APPLICATION BY WAY OF ELECTRONIC SHARE APPLICATIONS
Only Malaysian individuals may apply for our IPO Shares offered to the Malaysian Public by
way of Electronic Share Application.
Electronic Share Applications may be made through the ATM of the following Participating
Financial Institutions and their branches, namely, Affin Bank Berhad, Alliance Bank Malaysia
Berhad, AmBank (M) Berhad, Malayan Banking Berhad, Public Bank Berhad and RHB Bank
Berhad. A processing fee will be charged by the respective Participating Financial Institutions
(unless waived) for each Electronic Share Application.
The exact procedures, terms and conditions for Electronic Share Application are set out on
the ATM screens of the relevant Participating Financial Institutions.
15.6 PROCEDURES FOR APPLICATION BY WAY OF INTERNET SHARE APPLICATIONS
Only Malaysian individuals may use the Internet Share Application to apply for our IPO Shares
offered to the Malaysian Public.
Internet Share Applications may be made through an internet financial services website of the
Internet Participating Financial Institutions, namely, Affin Bank Berhad, Alliance Bank
Malaysia Berhad, CGS-CIMB Securities Sdn Bhd, Malayan Banking Berhad and Public Bank
Berhad. A processing fee will be charged by the respective Internet Participating Financial
Institutions (unless waived) for each Internet Share Application.
The exact procedures, terms and conditions for Internet Share Application are set out on the
internet financial services website of the respective Internet Participating Financial Institutions.
15.7 AUTHORITY OF OUR BOARD AND THE ISSUING HOUSE
The Issuing House, on the authority of our Board reserves the right to:
(i) reject Applications which:
(a) do not conform to the instructions of our Prospectus, Application Forms,

Electronic Share Application and Internet Share Application (where applicable);
or
(b) are illegible, incomplete or inaccurate; or
(c) are accompanied by an improperly drawn up or improper form of remittance; or
414
(ii) reject or accept any Application, in whole or in part, on a non-discriminatory basis

without the need to give any reason; and
(iii) bank in all Application monies (including those from unsuccessful / partially successful
applicants) which would subsequently be refunded, where applicable (without interest),
in accordance with Section 15.9 below.
If you are successful in your Application, our Board reserves the right to require you to appear
in person at the registered office of the Issuing House at any time within 14 days of the date
of the notice issued to you to ascertain that your Application is genuine and valid. Our Board
shall not be responsible for any loss or non-receipt of the said notice nor will it be accountable
for any expenses incurred or to be incurred by you for the purpose of complying with this
provision.
15.8 OVER/UNDER-SUBSCRIPTION
In the event of over-subscription, the Issuing House will conduct a ballot in the manner
approved by our Directors to determine the acceptance of Applications in a fair and equitable
manner. In determining the manner of balloting, our Directors will consider the desirability of
allotting and allocating our Issue Shares to a reasonable number of applicants for the purpose
of broadening the shareholding base of our Company and establishing a liquid and adequate
market for our Shares.
The basis of allocation of shares and the balloting results in connection therewith will be
furnished by the issuing house to Bursa Securities, all major Bahasa Malaysia and English
newspapers as well as posted on the issuing house’s website at https://tiih.online within 1
market day after the balloting date.
Pursuant to the Listing Requirements, we are required to have a minimum of 25.0% of our
Company’s share capital to be held by at least 200 public shareholders holding not less than
100 Shares each upon Listing and completion of our IPO. We expect to achieve this at the
point of Listing. In the event the above requirement is not met, we may not be allowed to
proceed with our Listing. In the event thereof, monies paid in respect of all applications will be
returned in full (without interest).
In the event of an under-subscription of our Issue Shares by the Malaysian Public and/or
Eligible Persons, subject to the underwriting arrangements and reallocation as set out in
Section 4.10 of this Prospectus, any of the abovementioned Issue Shares not applied for will
then be subscribed by the Underwriter based on the terms of the Underwriting Agreement.
15.9 UNSUCCESSFUL / PARTIALLY SUCCESSFUL APPLICANTS
If you are unsuccessful / partially successful in your Application, your Application monies
(without interest) will be refunded to you in the following manner.
415
15.9.1 For applications by way of Application Forms
(i) The Application monies or the balance of it, as the case may be, will be returned to you
through the self-addressed and stamped Official “A” envelope you provided by ordinary
post (for fully unsuccessful applications) or by crediting into your bank account (the
same bank account you have provided to Bursa Depository for the purposes of cash
dividend / distribution) or if you have not provided such bank account information to
Bursa Depository, the balance of Application monies will be refunded via banker’s draft
sent by ordinary / registered post to your last address maintained with Bursa Depository
(for partially successful applications) within 10 Market Days from the date of the final
ballot at your own risk.
(ii) If your Application is rejected because you did not provide a CDS Account number, your
Application monies will be refunded via banker’s draft sent by ordinary / registered post
to your address as stated in the NRIC or any official valid temporary identity document
issued by the relevant authorities from time to time or the authority card (if you are a
member of the armed forces or police) at your own risk.
(iii) A number of Applications will be reserved to replace any successfully balloted

Applications that are subsequently rejected. The Application monies relating to these
Applications which are subsequently rejected or unsuccessful or only partly successful
will be refunded (without interest) by the Issuing House as per items (i) and (ii) above
(as the case may be).
(iv) The Issuing House reserves the right to bank into its bank account all Application
monies from unsuccessful applicants. These monies will be refunded (without interest)
within 10 Market Days from the date of the final ballot by crediting into your bank
account (the same bank account you have provided to Bursa Depository for the
purposes of cash dividend / distribution) or by issuance of banker’s draft sent by
ordinary/registered post to your last address maintained with Bursa Depository if you
have not provided such bank account information to Bursa Depository or as per item (ii)
above (as the case may be).
15.9.2 For applications by way of Electronic Share Application and Internet Share Application
(i) The Issuing House shall inform the Participating Financial Institutions or Internet
Participating Financial Institutions of the unsuccessful or partially successful
Applications within 2 Market Days after the balloting date. The full amount of the
Application monies or the balance of it will be credited without interest into your account
with the Participating Financial Institution or Internet Participating Financial Institution
(or arranged with the Authorised Financial Institutions) within 2 Market Days after the
receipt of confirmation from the Issuing House.
(ii) You may check your account on the 5th Market Day from the balloting date.
(iii) A number of Applications will be reserved to replace any successfully balloted

Applications that are subsequently rejected. The Application monies relating to these
Applications which are subsequently rejected will be refunded (without interest) by the
Issuing House by crediting into your account with the Participating Financial Institution
or Internet Participating Financial Institutions (or arranged with the Authorised Financial
Institutions) not later than 10 Market Days from the date of the final ballot. For
Applications that are held in reserve and which are subsequently unsuccessful or
partially successful, the relevant Participating Financial Institution will be informed of
the unsuccessful or partially successful Applications within 2 Market Days after the final
balloting date. The Participating Financial Institution will credit the Application monies
or any part thereof (without interest) within 2 Market Days after the receipt of
416
confirmation from the Issuing House.
15.10 SUCCESSFUL APPLICANTS
If you are successful in your application:
(i) Our IPO Shares allotted to you will be credited into your CDS Account.
(ii) A notice of allotment will be despatched to you at your last address maintained with the
Bursa Depository, at your own risk, before our Listing. This is your only
acknowledgement of acceptance of your Application.
(iii) In accordance with Section 14(1) of the SICDA, Bursa Securities has prescribed our
Shares as Prescribed Securities. As such, our IPO Shares issued / offered through our
Prospectus will be deposited directly with Bursa Depository and any dealings in these
Shares will be carried out in accordance with the SICDA and Rules of Bursa Depository.
(iv) In accordance with Section 29 of the SICDA, all dealings in our IPO Shares will be by
book entries through CDS Accounts. No physical share certificates will be issued to you
and you shall not be entitled to withdraw any deposited securities held jointly with Bursa
Depository or its nominee as long as our Shares are listed on Bursa Securities.
15.11 ENQUIRIES
Enquiries in respect of the applications may be directed as follows:
Mode of application Parties to direct the enquiries

Application Form Issuing House Enquiry Services at telephone no. 03-2783 9299
Electronic Share Participating Financial Institution

Application
Internet Share Internet Participating Financial Institution and Authorised

Application Financial Institution
The results of the allocation of IPO Shares derived from successful balloting will be made
available to the public at the Issuing House website at https://tiih.online, one Market Day after
the balloting date.
You may also check the status of your Application at the above website, five Market Days
after the balloting date or by calling your respective ADA during office hours at the telephone
number as stated in the list of ADAs set out in Section 12 of the Detailed Procedures for
Application and Acceptance accompanying the Electronic Prospectus on the website of Bursa
Securities.
417

TSA - Registrable Prospectus For Exposure Draft

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TSA - Registrable Prospectus For Exposure Draft

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THIS DOCUMENT HAS NOT BEEN REGISTERED BY BURSA MALAYSIA SECURITIES BERHAD (“BURSA

TSA GROUP BERHAD

(a) 15,465,000 SHARES AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC;

AT AN IPO PRICE OF RM[●] PER SHARE, PAYABLE IN FULL UPON APPLICATION.

Principal Adviser, Sponsor, Placement Agent and Underwriter

AmInvestment Bank Berhad

THIS PROSPECTUS IS DATED [●]

(The rest of this page is intentionally left blank)

(The rest of this page is intentionally left blank)

COMPANIES WITHIN OUR GROUP

Mitra Bintang : Mitra Bintang Sdn Bhd (Registration No. 200401008356

TSA or Company : TSA Group Berhad (Registration No. 202201010003 (1455700-

TSA Group or Group : TSA and the Subsidiaries, collectively

TSA Industries : TSA Industries Sdn Bhd (Registration No. 199301025961

TSA Pipes : TSA Pipes Manufacturing Sdn Bhd (Registration No.

ACE Market : ACE Market of Bursa Securities

Act : Companies Act 2016

ADA : Authorised Depository Agent

AmInvestment Bank or Principal : AmInvestment Bank Berhad (Registration No. 197501002220

AGM : Annual General Meeting

ATM : Automated teller machine

Barisan Jutawan : Barisan Jutawan Sdn Bhd (Registration No. 200001033057

Board : Board of Directors of TSA

Bumiputera Investors : Being the Bumiputera investors as approved and recognised by

Bursa Securities : Bursa Malaysia Securities Berhad (Registration No.

CCC : Certificate of Completion and Compliance

CDS : Central Depository System

CF : Certificate of Fitness for Occupation

CMSA : Capital Markets and Services Act 2007

COVID-19 : Novel coronavirus disease, an infectious respiratory disease

Decolive : Decolive Home Sdn Bhd (Registration No. 200801007631

Director(s) : Director(s) of TSA within the meaning given in Section 2 of the

DOSH : Department of Occupational Safety and Health

Ebest Alliance : Ebest Alliance Sendirian Bhd (Registration No. 200801017694

EBITDA : Earnings before interest, taxation, depreciation and amortisation

EIS : Employment insurance system

Electronic Prospectus : A copy of this Prospectus that is issued, circulated or

EMSHAA 1990 : Employees’ Minimum Standards of Housing, Accommodations

EPF : Employees Provident Fund

EPS : Earnings per Share

FMA 1967 : Factories and Machinery Act 1967

FYE : Financial year ended / ending 31 December, as the case may

Government : Government of Malaysia

ICA 1975 : Industrial Co-ordination Act 1975

IMR Report : The Independent Market Research Report prepared by Vital

IPO Price : RM[●] for each IPO Share

IPO Shares : 77,325,000 new Shares to be issued pursuant to the Public

KVC Corporation : KVC Corporation Sdn Bhd (Registration No. 199701030619

KVC Industrial : KVC Industrial Supplies Sdn Bhd (Registration No.

KVC Properties : KVC Properties Sdn Bhd (Registration No. 199501042080

Listing Requirements : ACE Market Listing Requirements of Bursa Securities

Malaysian Public : Malaysian citizens, companies, co-operatives, societies and

MCO : Nationwide movement control order imposed by the

MIDA : Malaysian Investment Development Authority

MITI : Ministry of Investment, Trade and Industry

N/A : Not applicable

NBV : Net book value

Participating Financial : Participating financial institution(s) for the Electronic Share

PAT : Profit after taxation

PBT : Profit before taxation

PE Multiple : Price earnings multiple

Prospectus : This Prospectus dated [●] in relation to our IPO

Prospectus Guidelines : Prospectus Guidelines issued by the SC