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ADVANCER GLOBAL LIMITED — Annual Report 2024
Apr 14, 2025
67421_rns_2025-04-14_1338b09c-4629-41c7-83ca-41c0b5eaefa4.pdf
Annual Report
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SYNERGIZING INTEGRATED SERVICES FOR A SMARTER FUTURE ANNUAL REPORT 2024
CONTENTS
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01 CORPORATE PROFILE
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02 LETTER TO SHAREHOLDERS
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04 BUSINESS SEGMENTS
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06 FINANCIAL HIGHLIGHTS
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07 PERFORMANCE REVIEW
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10 BOARD OF DIRECTORS
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14 KEY MANAGEMENT
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15 GROUP STRUCTURE
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16 CORPORATE INFORMATION
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17 SUSTAINABILITY REPORT
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41 CORPORATE GOVERNANCE REPORT
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75 DIRECTORS’ STATEMENT
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80 INDEPENDENT AUDITORS’ REPORT
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85 FINANCIAL STATEMENTS
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168 STATISTICS OF SHAREHOLDINGS
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170 NOTICE OF ANNUAL GENERAL MEETING
PROXY FORM
This Annual Report has been reviewed by the Company’s Sponsor, SAC Capital Private Limited (the “Sponsor” ).
This Annual Report has not been examined or approved by the Singapore Exchange Trading Limited ( “Exchange” ) and the Exchange assumes no responsibility for the contents of this Annual Report, including the correctness of any of the statements or opinions made or reports contained in this Annual Report.
The contact person for the Sponsor is Ms. Charmian Lim (Telephone no.: +65 6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.
CORPORATE PROFILE
Advancer Global’s Vision is to be a pre-eminent solutions provider, known for our technology innovations, professional and excellent services and best practices.
Advancer Global Limited ( 前进集团有限公司 ) and together with its subsidiaries (“ Advancer Global ” or the “ Group ”), is a leading integrated solutions provider that specialises in providing workforce solutions and facilities management services.
The Group has two core business segments:
Another strategic business segment is the provision of security services under Advancer Global Security. Through its established subsidiaries, the Group provides manpower and smart security solutions integrated with technology to residential, commercial and industrial properties as well as security consultancy services, security related training and traffic control services.
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Employment Services division, and
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Facilities Management Services division which encompasses the Building Management Services and Security Services.
The Group operates its employment services business under Advancer Global Manpower . Through its established brand, “Nation”, Advancer Global Manpower provides integrated and comprehensive employment solutions and services including sourcing, recruitment, training and deployment of migrant domestic workers to households. The Group has also expanded to provide staffing and recruitment services to corporations in Japan through our associated company, Fullcast International Co., Ltd..
The Group’s competitive edge lies in its dedication and successful integration of its diverse offerings of workforce solutions and staffing services across its three main business categories, allowing the Group to deliver a customised holistic suite of solutions and services for our customers.
Advancer Global is listed on the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) on 11 July 2016 under stock code 43Q.
More information can be found on our website at https:// advancer.sg.
Our broad-based facilities management services under Advancer Global Facility include cleaning and stewarding, property and facility management, property valuation, pest control and fumigation, landscaping and aquascaping. These business divisions allow Advancer Global Facility to provide a holistic and integrated facilities management solution to serve the diverse needs of our customers across residential and commercial properties, schools, hospitals and hotels.
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ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
LETTER TO SHAREHOLDERS
DEAR VALUED SHAREHOLDERS,
It is our privilege to present to you the Annual Report of Advancer Global Limited for the financial year ended 31 December 2024 (“ FY2024 ”). As we reflect on the past year, we are reminded of the resilience, adaptability, and unwavering commitment that have defined our journey through a landscape of persistent global challenges and emerging opportunities.
ECONOMIC LANDSCAPE AND COMPANY PERFORMANCE
FY2024 presented a complex tapestry of economic conditions that tested businesses worldwide. Elevated interest rates, stubborn inflationary pressures, and ongoing geopolitical tensions continued to shape the global economic narrative. Despite these headwinds, we are pleased to report that Advancer Global has not only weathered the storm but has emerged stronger, demonstrating our ability to thrive amidst adversity.
Our financial results for FY2024 tell a story of strategic resilience and operational agility. We have successfully returned to profitability, reporting a net profit before tax of S$1.35 million. This marks a significant turnaround from the previous year’s loss and underscores the effectiveness of our strategic initiatives and the dedication of our team.
While our total revenue saw a marginal decrease of 0.9% to S$64.47 million, we have made substantial improvements in our operational efficiency and cost management. These efforts have yielded tangible results, as evidenced by our enhanced gross margins and strengthened bottom line. This achievement is a testament to the hard work and innovative spirit of our entire organization.
SEGMENT PERFORMANCE AND STRATEGIC INITIATIVES
Employment Services
Our Employment Services segment has been a beacon of growth, registering an impressive revenue increase of 8.9% in FY2024. This success can be attributed to our strategic focus on enhancing the quality and skills of migrant domestic workers (“ MDWs ”) as well as the expansion of our business operations via an increase in the number of sales branches to service our customers. A cornerstone of this strategy has been the continued development and expansion of Nation Club, our innovative online video training platform.
Nation Club has revolutionized the way we approach MDW training and development. Available 24/7, this platform allows MDWs to learn at their own pace and convenience, with all instructional videos subtitled in their native languages to ensure clear comprehension. The success of Nation Club not only demonstrates our commitment to empowering MDWs but also highlights our ability to leverage technology to create value for all stakeholders.
Building Management and Security Services
While our Building Management and Security Services segments faced challenges in FY2024, with revenue declines of 2.9% and 2.2% respectively, these headwinds have catalysed our transformation efforts. We have accelerated our push towards Integrated Facilities Management (“ IFM ”), recognizing the need for more comprehensive and efficient service offerings in an evolving market.
FUTURE OUTLOOK AND STRATEGIC DIRECTION
As we look to the future, our strategic focus remains clear and resolute. The continued development and expansion of Advancer IFM Pte. Ltd. (“ AIFM ”), launched in FY2023, has been a key priority. We are delighted to report that AIFM gained significant traction in FY2024, successfully consolidating our various services, including pest control, cleaning, and landscaping, under one cohesive entity. This integration has not only driven operational efficiencies but has also enhanced our service delivery capabilities and opened new avenues for growth.
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LETTER TO SHAREHOLDERS
Looking ahead, we maintain a cautiously optimistic outlook. Our strategy is centred on leveraging cuttingedge technology, including Internet-of-Things(“ IoT ”), robotics, and artificial intelligence (“ AI ”), to enhance our service offerings and operational efficiency. We are also intensifying efforts to digitalize our internal processes, recognizing that digital transformation is not just a competitive advantage but a necessity in today’s business environment.
In line with our commitment to operational excellence and value creation, we are exploring the potential consolidation of our security and managing agent businesses in 2025. This strategic move aims to further streamline our operations, capitalize on synergies, and create a more integrated and compelling service offering for our clients.
INNOVATION AND TECHNOLOGY INTEGRATION
Innovation remains at the heart of our growth strategy. We are investing significantly in research and development to stay at the forefront of industry trends and technological advancements. Our focus on IoT, AI, and robotics is not just about improving efficiency; it’s about reimagining the future of facility management and employment services. We are developing smart building solutions that leverage IoT sensors and AI algorithms to optimize energy usage, enhance security, and improve overall building performance. In our Employment Services segment, we intend to explore AI-powered matching algorithms to better connect employers with the right MDWs, enhancing satisfaction on both sides.
ACKNOWLEDGEMENT AND LOOKING FORWARD
As we reflect on our achievements and chart our course for the future, we are filled with gratitude and optimism. Our success is a testament to the collective efforts of many. We would like to express our deepest appreciation to our Board of Directors for their wise counsel and strategic guidance. To our management team and employees, your dedication, resilience, and innovative spirit have been the driving force behind our success. To our clients, thank you for your trust and partnership. Your feedback and support continue to inspire us to excel and innovate. And to our shareholders, we are profoundly grateful for your continued confidence in Advancer Global. Your support empowers us to pursue our vision of becoming a leading integrated solutions provider in our industry.
As we navigate the evolving business landscape, we are confident that our strategic initiatives, coupled with the expertise and commitment of our team, will propel Advancer Global to new heights. We stand ready to seize the opportunities that lie ahead, always guided by our core values and our commitment to creating sustainable value for all our stakeholders.
The journey ahead may present challenges, but it also holds immense promise. With our strong foundation, clear strategy, and unwavering commitment to excellence, we are excited about the future we are building together. We remain dedicated to our mission of enhancing lives and empowering businesses through our innovative solutions and services.
Thank you for your continued support and trust in Advancer Global. Together, we look forward to a future of growth, innovation, and shared success.
Danny Lim
Independent Non-Executive Chairman
Gary Chin Chief Executive Officer and Executive Director
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ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
BUSINESS SEGMENTS
OUR BUSINESS MODEL
Advancer Global’s business model centers around providing high-touch and dedicated workforce solutions and services, augmented by technological advancements. The Company aims to offer its diverse customer base with well-trained manpower, increased convenience, quicker responses, and enhanced mobility. By leveraging sensors development, machine learning, and data analysis, Advancer Global transforms vast amounts of unstructured data collected during daily operations into actionable insights. These insights enable the Company to achieve operational efficiencies and effectiveness in the most cost-effective manner possible.
Advancer Global is structured into two primary business divisions:
1. Employment Services: This division focuses on providing comprehensive workforce solutions to clients. It involves activities such as recruitment, training, deployment, and management of personnel across various industries. Advancer Global emphasizes the importance of quality training and skill development to ensure that the workforce it provides meets the specific needs and standards of its clients.
2. Facilities Management Services: This division encompasses two key areas:
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Building Management Services
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Security Services
Overall, Advancer Global’s value proposition lies in its ability to blend traditional workforce solutions with technological enhancements to meet the evolving needs of its clients. By offering a range of services under its two main divisions, Advancer Global aims to provide comprehensive solutions that address both human resource and facility management requirements.
EMPLOYMENT SERVICES
Under the established brand name “Nation”, Advancer Global has solidified its position as a leading employment agency specializing in the recruitment, training, and deployment of MDWs to Singapore households. The Group’s commitment to meeting the diverse needs of its customers has facilitated the development of strong customer relationships, as evidenced by a significant number of referrals from existing customers. Over the span of nearly 30 years since Nation’s inception, Advancer Global has facilitated more than 80,000 placements, indicating its extensive experience and expertise in this domain.
One of Nation’s key strengths lies in its extensive database of MDWs’ biodata, which provides potential employers with a wide selection of candidates to choose from based on their specific preferences, household requirements, and caregiving needs. This database serves as a valuable resource for both employers seeking domestic help and MDWs seeking employment opportunities.
During the financial year under review, the Employment Services division managed to increase the number of MDWs placed in Singapore households even with the challenging business environment which can be attributed to two primary factors:
1. Outreach via Social Media Channels: Advancer Global’s proactive approach to engaging with customers through social media channels has likely contributed to increased awareness and visibility, attracting more households seeking domestic help.
2. Strategic Branch Locations: The presence of Nation’s branches in strategic locations across Singapore has facilitated easier access for customers, enabling them to conveniently avail themselves of the Group’s services.
Overall, Advancer Global’s Employment Services division, operating under the Nation brand, continues to demonstrate its commitment to meeting the evolving needs of households in Singapore by leveraging its extensive experience, strong customer relationships, and strategic initiatives to enhance service delivery and expand its market reach.
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ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
BUSINESS SEGMENTS
BUILDING MANAGEMENT SERVICES
In the financial year under review, Advancer Global continued its momentum to enhance its presence in the IFM industry. In addition, Advancer Global has already established itself as one of the largest Managing Agents (“ MA ”) in Singapore, managing over 175 properties.
To support its growth strategy in the IFM sector, Advancer Global offers a comprehensive suite of solutions through its subsidiaries and associated companies:
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i. cleaning and stewarding services (World Clean Facility Services Pte. Ltd., Master Clean Facility Services Pte. Ltd., AIFM and Advancer Smart Technology Pte. Ltd.);
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ii. property consultancy, property, and facilities management services (Newman Property Consultants Pte. Ltd., Newman Property Services Pte. Ltd. and SRE Global Pte. Ltd.);
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iii. specialised pest control services such as fumigation, elimination of pest infestations and disinfection services (AIFM); and
In the financial year under review, there was a decrease in the sale of security technology solutions and equipment following the disposal of AGS Integration Pte. Ltd. (“ AGSI ”) in August 2024. Additionally, Advancer Global aims to continue to enhance its Security Services segment by collaborating with its IFM colleagues to offer security technology solutions as value-added services within the MA package. This synergistic approach allows Advancer Global to leverage its expertise in both security services and facility management, providing clients with comprehensive solutions that address their security needs effectively.
By integrating security technology solutions into its offerings and leveraging its partnerships and expertise, Advancer Global aims to strengthen its position in the security services market and capitalize on opportunities for further growth. This strategic approach reflects Advancer Global’s commitment to innovation, customer satisfaction, and sustainable business development within the security industry.
- iv. gardening, landscaping and aquascaping (AIFM).
By offering this diverse range of solutions, Advancer Global aims to provide comprehensive IFM services that meet the evolving needs of its clients while positioning itself as a prominent player in the Singapore IFM industry.
SECURITY SERVICES
Advancer Global’s Security Services segment is focused on providing integrated and comprehensive security solutions, leveraging advanced technology, security advisory and consultancy, security-related training, and well-trained security officers. This segment operates through subsidiaries including Advancer Security Pte. Ltd. and AIFM.
Despite the challenges posed by manpower shortages and the requirements of the progressive wage model (“ PWM ”) and stringent training standards, Advancer Global remains committed to building and expanding its Security Services business. The Company recognizes the ongoing need for security solutions and anticipates opportunities for growth in this segment.
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ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
FINANCIAL HIGHLIGHTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
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INCOME STATEMENT (S$’000) 2024 2023
Revenue 64,467 65,081
Gross profit 14,199 12,714
Profit/(Loss) before tax 1,349 (4,216)
Profit/(Loss) attributable to owners of the Company 1,351 (3,934)
BALANCE SHEET (S$’000)
Shareholders’ equity 33,363 32,012
Total assets 43,607 43,653
Total liabilities 10,353 12,044
Net asset value 33,363 32,012
Net tangible asset value 29,992 28,921
Cash and bank balances 23,211 16,293
Net loans and borrowing Net Cash Net Cash
PER SHARE (SINGAPORE CENTS)
Basic profit/(losses) [ (1)] 0.54 (1.57)
Net asset value [ (2)] 13.28 12.74
Net tangible asset value [ (2)] 11.94 11.51
Dividends [ (2) (3)] - -
FINANCIAL RATIOS
Return on equity 4.05% (12.29)%
Return on assets 3.10% (9.01)%
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Dividend payout ratio
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Notes:
(1) For illustrative purposes, basic earnings per share was computed based on the weighted average number of ordinary shares of 251,185,691 for FY2023 and FY2024 respectively.
(2) For illustration purposes, net asset value per share, net tangible asset per share and dividends per share were computed based on the number of Company’s ordinary shares (excluding treasury shares) of 251,185,691 at the end of FY2023 and FY2024 respectively.
(3) No dividends were declared or recommended for FY2023 and FY2024.
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Revenue by Business Segments Gross Profit by Business Segments
(0.9%) 11.7%
YoY Growth YoY Growth
FY2024 10,737 FY2024 4,684
37,091 7,755
16,639 1,760
FY2023 9,856 FY2023 4,165
38,215 6,432
17,010 2,117
SECURITY SERVICES BUILDING MANAGEMENT SERVICES EMPLOYMENT SERVICES
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6 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
PERFORMANCE REVIEW
REVENUE
The Group’s revenue declined from S$65.1 million in FY2023 to S$64.5 million in FY2024, attributed to the following factors:
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i. Building Management Services: Revenue decreased by S$1.1 million, from S$38.2 million in FY2023 to S$37.1 million in FY2024. This decline was primarily due to lower revenue contributions from the cleaning division during the financial year.
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ii. Security Services: Revenue fell by S$0.4 million, from S$17.0 million in FY2023 to S$16.6 million in FY2024. The decrease was mainly driven by lower sales of security-related equipment following the disposal of AGSI in August 2024.
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iii. Security Services: The cost of sales declined marginally by approximately S$14,000, mainly due to cost savings measures implemented but the decrease was offset by the increase in subcontractor fees as a result of increase in wages of outsourced security officers in FY2024 due to the PWM.
GROSS PROFIT
As a result of the foregoing, gross profit increased by S$1.5 million from S$12.7 million in FY2023 to S$14.2 million in FY2024, which was mainly due to the increase in gross profit from Building Management Services and Employment Services segments. The Group’s gross profit margin was at 19.5% in FY2023 and 22.0% in FY2024.
OTHER OPERATING INCOME
- iii. Employment Services: In contrast, this segment saw revenue growth of S$0.8 million, increasing from S$9.9 million in FY2023 to S$10.7 million in FY2024. The rise was largely due to higher commissions from overseas recruiters as more MDWs were placed during the year. Additionally, the opening of a new branch in Hougang in the second half of FY2024 contributed to an increase in maid placements.
COST OF SALES
The Group’s cost of sales decreased by S$2.1 million, from S$52.4 million in FY2023 to S$50.3 million in FY2024, due to the following factors:
The increase in other operating income by S$2.9 million from FY2023’s S$1.4 million to FY2024’s S$4.3 million was primarily due to the following:
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i. Recognition of gain on disposal amounting to S$1.6 million from the disposal of AGSI, G3 Environmental Private Limited (“ G3 ”) and quoted financial assets during the financial year.
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ii. Increase in government credit schemes and government grants of approximately S$1.2 million as compared to the previous financial year.
ADMINISTRATIVE EXPENSES
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i. Employment Services: The cost of sales increased by approximately S$0.4 million, primarily due to higher recruitment expenses of S$0.2 million due to increase in maid placements as well as an increase in operational costs following the opening of a new sales branch in Hougang in the second half of FY2024.
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ii. Building Management Services: The cost of sales declined by approximately S$2.5 million, mainly driven by lower subcontractor fees, reduced staff costs, and cost saving measures implemented by the Group’s cleaning services division during the financial year.
Administrative expenses declined by S$0.6 million, from S$18.4 million in FY2023 to S$17.8 million in FY2024, primarily due to:
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i. A reduction in key management remuneration, partially offset by an increase in staff costs.
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ii. Lower depreciation charges, as more of the Group’s assets were fully depreciated in FY2024.
However, the overall decrease was partially offset by the increase in loss allowances for receivables.
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ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
PERFORMANCE REVIEW
FINANCE EXPENSES
Finance expenses increased by S$12,000 mainly due to the increase in interest expenses on lease liabilities.
SHARE OF PROFITS FROM EQUITYACCOUNTED FOR ASSOCIATES
The Group’s share of profit from associates of S$0.8 million was mainly due to the share of profits of S$0.8 million from G3 that was recognised by the Group prior to the completion of the disposal of G3 in November 2024. The increase in share of profit from associates was partially offset by the share of loss of S$8,000 from Fullcast International Co., Ltd. (“ Fullcast ”) in FY2024.
property to investment property following the change in use of the property amounting to S$0.9 million and (ii) completion of the disposal of AGSI in August 2024 which resulted in the decrease in property, plant and equipment recorded of S$0.9 million and (c) decrease in right-of-use assets of S$0.2 million.
The decrease is partially offset by the increase in (a) other investments of S$0.1 million and (b) reclassification of leasehold property as investment property of S$0.9 million as highlighted above and (c) intangible assets due to the capitalization of the development expenses for the Group’s hybrid energy saving product of approximately S$0.3 million.
PROFIT FOR THE FINANCIAL YEAR
The Group recorded a profit after tax of S$1.3 million in FY2024 compared to a loss after tax of S$4.2 million in FY2023.
CURRENT ASSETS
The Group’s current assets increased by S$1.4 million or 3.9% from S$35.2 million as at 31 December 2023 to S$36.6 million as at 31 December 2024, mainly due to the increase in cash and cash equivalents by S$6.9 million (more details of the cash movement is explained in the review of the Group’s Statement of Cash Flows). This was offset by the decrease in (a) inventories by S$0.5 million, (b) trade and other receivables by S$3.8 million and (c) investment in quoted shares of S$1.2 million during the financial year.
NON-CURRENT ASSETS
The Group’s non-current assets decreased by S$1.4 million or 16.9% from S$8.4 million as at 31 December 2023 to S$7.0 million as at 31 December 2024, mainly due to the decrease in (a) investment in associates of S$0.6 million following the completion of the sale of G3 in November 2024, (b) property, plant and equipment of S$1.9 million due to (i) reclassification of leasehold
CURRENT LIABILITIES
The Group’s current liabilities decreased by S$1.3 million or 12.2% as at 31 December 2024 as compared to 31 December 2023, mainly due to decrease in trade payables, accrued operating expenses and lease liabilities.
The decrease was mainly offset by the increase in GST payables and credit notes issued to customers for the Employment Services segment.
NON-CURRENT LIABILITIES
The Group’s non-current liabilities decreased by S$0.4 million or 26.6% as at 31 December 2024 as compared to 31 December 2023, mainly due to the decrease of (a) deferred tax liabilities and (b) bank borrowing following the completion of the disposal of AGSI, partially offset by the increase in lease liabilities.
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PERFORMANCE REVIEW
NET ASSET VALUE
Net asset value of the Group increased by S$1.4 million from S$32.0 million as at 31 December 2023 to S$33.4 million as at 31 December 2024 due to the reasons set out above.
REVIEW OF GROUP’S CASH FLOWS
NET CASH GENERATED FROM OPERATING ACTIVITIES
For FY2024, the Group’s net cash generated from operating activities totaled S$3.2 million. This comprised operating cash flows before movements in working capital (excluding interest income) of S$1.5 million, coupled with a decrease in inventories by S$0.1 million as well as an increase in trade and payables of S$1.6 million.
NET CASH GENERATED FROM INVESTING ACTIVITIES
These inflows were offset by:
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a. Purchase of plant, and equipment totaling S$0.2 million;
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b. Purchase of intangible amounting to S$0.5 million on the enterprise resource planning system for the Employment Services segment and costs incurred for the development of the Group’s hybrid energy saving solutions that is capitalized as intangible assets; and
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c. The amount of cash disposed of approximately $0.1 million as a result of the completion of the disposal of AGSI during the financial year.
NET CASH USED IN FINANCING ACTIVITIES
The net cash used in financing activities totaled S$1.8 million for FY2024, primarily attributed to payment for lease liabilities.
The net cash generated from investing activities amounted to S$5.5 million for FY2024, primarily due to:
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a. Proceeds from the disposal of Eazable Pte. Ltd. (“ Eazable ”) and G3 amounting to S$4.6 million;
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b. Proceeds from the disposal of quoted equity investments amounting to S$1.5 million; and
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c. Proceeds from the disposal of plant and equipment and dividends received total $0.1 million.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 9
BOARD OF DIRECTORS
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DANNY LIM Independent Non-Executive Chairman
Mr. Danny Lim was appointed to the Board on 31 December 2019 and is the Independent Non-Executive Chairman of the Company.
Mr. Danny Lim joined Rajah & Tann Singapore LLP in 1998 and is currently a Partner in the Capital Markets and Mergers & Acquisitions Practice Group, advising on all aspects of corporate legal advisory and transactional work, both locally and regionally. His experience covers acquisitions, investments, takeovers, initial public offerings, corporate restructurings and reorganisations, amongst others, and his clients include multi-national companies, small and medium enterprises, private equity and institutional investors, Singapore and foreign listed companies as well as financial institutions and others.
Mr. Danny Lim graduated from the National University of Singapore with a Bachelor of Law (Honours) degree and a Master of Science (Applied Finance) from the Nanyang Technological University. He has been admitted as an advocate and solicitor of the Supreme Court of Singapore since 1999.
Mr. Danny Lim is currently an independent director of Kimly Limited, Choo Chiang Holdings Ltd, Stamford Land Corporation Ltd and ValueMax Group Limited. He is a member of the Law Society of Singapore and the Singapore Academy of Law.
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GARY CHIN
Executive Director and Chief Executive Officer (CEO)
Mr. Gary Chin was appointed to the Board on 2 February 2016 and is the Executive Director and CEO of the Company.
Mr. Gary Chin has more than 20 years of experience in the Employment Services and Facilities Management Business and is responsible for the overall administration, operation and development of the Group, as well as the key liaison with relevant authorities.
He has held various executive positions in the employment services business sector since he began his career in 1996. He was tasked with spearheading business growth through acquisitions and mergers to achieve strategic, business and financial objectives. In 2009, he was appointed as the Director of Nation Employment Pte Ltd. Throughout the years, he successfully negotiated and formed strategic alliances with business partners, both locally and overseas. He was also able to synergise various business units to improve business efficiency, create complementary businesses, and achieve greater competitive advantage.
At Advancer Global, he leads the acceleration of its business strategy for organic and vertical growth in the Facilities Management Services Division. He strongly believes in value creation through innovation and technology and via the integrated facility management model to bring the Group to the next phase of continued sustainable growth.
Mr. Gary Chin graduated with a Bachelor of Electrical & Electronic Engineering (Hons) from the University of Aberdeen, Scotland in 1995.
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BOARD OF DIRECTORS
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DESMOND CHIN Executive Director
Dr. Desmond Chin was appointed to the Board on 9 June 2016 as our Executive Chairman and was re-designated to Executive Director on 31 December 2019.
Dr. Desmond Chin has over 20 years of experience in the employment services business and has been instrumental in spearheading the growth and development of our Group since 1992. He was responsible for ensuring the effective operations of our Group and the Board of Directors. From 1990 to 1992, Dr. Desmond Chin worked at UMW Engineering Ltd, where he was involved in the sale of auto retriever systems for store management, and Suntze Communication Engineering Pte Ltd, where he was involved in the sale of computer and peripheral devices and IT network solutions. In 1992, Dr. Desmond Chin co-founded Nation Employment Agency, to offer employment services in Singapore. In 1994, Nation Employment Agency partnership ceased and Nation Employment Pte Ltd was incorporated to offer the same services.
He currently services as a member of the Board of Trustees of the Domestic Employees Welfare Fund, an initiative of the National Trade Union Congress.
Dr. Desmond Chin graduated with a Bachelor of Engineering from the National University of Singapore in 1990 and subsequently obtained a Master of Business Administration from the National University of Singapore in 2012. In 2023, Dr. Desmond Chin obtained a Doctor of Business Administration from the University of Canberra.
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ONG ENG TIANG Executive Director
Mr. Ong Eng Tiang was appointed to the Board on 9 June 2016 as our Executive Director.
Mr. Ong Eng Tiang is the Executive Director and Head of Building Management and Security Services of the Group. He has an aggregate of more than 20 years of experience in the cleaning and stewarding services and the security services business segments. He is responsible for heading the Group’s Facilities Management Services division as well as overseeing the daily operations which include marketing strategies, manpower deployment and cash flow management.
Mr. Ong Eng Tiang began his career at Intrapac Investments Ltd. as a marketing executive in 1994, where he serviced major customer accounts and coordinated with the paper mills in Singapore and Malaysia for order requirements and shipment arrangements. From 1995 to 1998, he joined Muda Packaging Industries (Qing Yuan) Ltd. as a marketing manager, where he was responsible for the Marketing Department. In 1998, Mr. Ong Eng Tiang joined United Paper Industries Pte. Ltd. as an assistant sales manager and rose through the ranks to become its deputy marketing manager in 1999. In 2001, he joined First Stewards Private Limited (“ First Stewards ”), a wholly-owned subsidiary of the Company and became a shareholder of First Stewards in 2004.
Mr. Ong Eng Tiang graduated with a Bachelor of Business Administration from the University of Wisconsin-Madison in the United States of America in 1993.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 11
BOARD OF DIRECTORS
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LIM CHONG HUAT Independent Non-Executive Director
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SHAMSUL KAMAR BIN MOHAMED RAZALI
Independent Non-Executive Director
Mr. Lim Chong Huat was appointed to the Board on 1 June 2023 as our Independent Non-Executive Director. Mr. Lim Chong Huat serves as the Chairman of the Audit Committee and a member of the Remuneration Committee. He has a diverse and strong working experience for more than 20 years in the accounting and audit industry. Over the years, Mr. Lim Chong Huat has also gained experience in the overall management and operations of a number of private accounting companies.
Mr. Lim Chong Huat is currently an Audit Principal at Milant & Associates LLP, a certified public accounting firm providing auditing services. In addition, as the Founder and Director of CoSeClinic Group of Companies, he has successfully developed a one-stop business solutions provider, offering services in corporate secretarial, accounting, tax advisory, and consultancy. The business expanded through the acquisition of Everich Management Services.
Mr. Lim Chong Huat is currently an independent director of Samurai 2K Aerosol Limited, serving as Chairman of Nomination Committee and a member of Audit Committee and Remuneration Committee. He is also actively involved in grassroot work serving Toa Payoh West – Thomson Citizen Consultative Committee as key appointment holder for many years. He also sits on the Executive Committee of a Charitable Organisation, Chong Hua Tong Tou Teck Hwee, as key appointment holder.
Mr. Lim Chong Huat graduated from National Technological University with a Bachelor of Accountancy and he is a member of the Institute of Singapore Chartered Accountants and Singapore Chartered Tax Professionals. Mr. Lim Chong Huat is also a public accountant registered with the Accounting and Corporate Regulatory Authority. In 2024, Mr. Lim Chong Huat was officially accredited as a Senior Accredited Director (MSID, SID-SRAD) by the Singapore Institute of Directors.
Mr. Shamsul Kamar Bin Mohamed Razali, PBM, was appointed to the Board as our Independent NonExecutive Director on 1 June 2021.
Mr. Shamsul Kamar worked at the National Trades Union Congress (NTUC) from 2015 to 2021 and was formerly the Executive Director of the Centre for Domestic Employees (CDE), a non-profit organisation that champions the employment rights of migrant domestic employees in Singapore. He was also the Deputy Executive Secretary of the Education Services Union which endeavours to protect the interests of private education educators and workers in the sector.
Mr. Shamsul Kamar graduated from the National Technological University, National Institute of Education (NTU/NIE) with a Bachelor of Arts degree and a Master of Arts (Southeast Asian Studies) degree from the National University of Singapore. He served as an educator with the Ministry of Education for 18 years before joining NTUC.
Since 2006, Mr Shamsul Kamar has been actively involved in the community, serving in the Grassroots organisations in Kaki Bukit (2006-11) and Nee Soon Central (2011-15) and was a member of the Mendaki Tuition Scheme (MTS) Review Panel (2002-2019). He was previously the Chairman of the Ministry of Social and Family Development (MSF), Review Board, Committee 6, Board of Visitors (Children and Young Persons Homes). He is currently the Advisor to Aljunied GRC GROs (Kaki Bukit), a member of the Board of Trustees for the Keppel Fels Union (KFEU). In recognition of his public services, Mr Shamsul Kamar was awarded the National Day Award – Pingat Bakti Masyarakat (PBM) in 2017.
Mr. Shamsul Kamar is currently an independent director of G.H.Y Culture & Media Holding Co., Limited.
12 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
BOARD OF DIRECTORS
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TAKEHITO HIRANO
Non-Executive Non-Independent Director
Mr. Takehito Hirano was appointed to the Board on 16 October 2018. He has years of experience in the manpower outsourcing business. In 1990, he established Fullcast Holdings Co., Ltd. (formerly known as Resort World Co., Ltd.) as one of the founders, where he was responsible for its overall administration, operation and management as a Representative Director. Fullcast Holdings Co., Ltd. has been engaging in the manpower outsourcing business for various industries and occupations as well as a forerunner of short-term manpower outsourcing companies in Japan, meeting the human resource needs of a wide variety of companies ranging from leading Japanese corporations to small and medium-sized firms. The company is listed on the First Section of the Tokyo Stock Exchange.
He is currently the Director and Chairman of Fullcast Holdings Co., Ltd. and is also a Representative Director and Chairman of F-PLAIN Corporation (formerly known as Fullcast Marketing Co., Ltd. and a subsidiary of Fullcast Holdings Co., Ltd.) and GLOBEAT Japan Inc.
Mr. Takehito Hirano graduated with a Bachelor of Economics from the Kanagawa University in Japan in 1984.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 13
KEY MANAGEMENT
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FRANCIS CHIN Head of Employment Services
Mr. Francis Chin is our Head of Employment Services. He is responsible for the operations and management of the Employment Services segment to achieve desirable objectives, quality services and profitability.
Mr. Francis Chin began his career in 1978 as a technician and a tooling planner with Dupont Electronic Pte. Ltd, where he was responsible for assisting engineers in performing operations, modification tooling and costing planning. He then co-founded Nation Employment Pte. Ltd. in 1994 and has since been responsible for the daily operations and management of the Group’s Employment Services segment.
He was awarded the Pingat Bakti Masyarakat (Public Service Medal) for commendable community service in Singapore in 2005.
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KELVIN TONG Chief Financial Officer
Mr. Kelvin Tong joined our Group as the Group’s Chief Financial Officer on 1 February 2023. As the Group’s Chief Financial Officer, he oversees the finance, accounting and tax functions of the Group.
Mr. Kelvin Tong is also responsible for the compliance and risk management functions of the Group and is responsible for internal audit, risk management and compliance with requirements under the Listing Manual Section B: Rules of Catalist and the Companies Act and advising the Group on its risk management and compliance processes.
Mr. Kelvin Tong has more than 20 years of financial reporting and regulatory compliance experience. Prior to joining our Group, Kelvin spent close to 14 years from 2000 at KPMG Singapore, where he was a Senior Audit Manager involved in the audit of various industries such as mining, oil and gas, pharmaceutical, food and beverage, consumer products, property development and hospitality as well as initial public offerings and reverse takeover listings and he was the Financial Controller and subsequently Chief Financial Officer of Quantum Healthcare Limited for 8 years from 2014.
Mr. Kelvin Tong is currently a Certified Practising Accountant of CPA Australia as well as a Chartered Accountant of the Institute of Singapore Chartered Accountants. Kelvin graduated from Monash University with a Bachelor of Business (Accounting) degree in 1998 and a Post Graduate Diploma in Advanced Accounting in 1999.
14 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
GROUP STRUCTURE
As at 15 April 2025
EMPLOYMENT SERVICES
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----- Start of picture text -----
Advancer Global
Manpower Pte. Ltd.
Nation Human Resources Nation Employment Pte. Fullcast International Co.,
Pte. Ltd Ltd. Ltd
100%. 100% 49%
----- End of picture text -----
BUILDING MANAGEMENT SERVICES
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----- Start of picture text -----
Advancer Global Facility
Pte. Ltd.
Master Clean Facility First Stewards Newman Property
Services Pte. Ltd. Pte. Ltd. Consultants Pte. Ltd.
100% 100% 100%
World Clean Facility Country Cousins Newman Property Services
Services Pte. Ltd. Pte. Ltd. Pte. Ltd.
100% 100% 100%
Advancer Smart Technology Premier Eco-Care Prestige International
Pte. Ltd. Pte. Ltd Management Pte. Ltd.
85% 100% 100%
SRE Global SRE Property & Facility Pte.
Pte. Ltd. Ltd.
82% 100%
SECURITY SERVICES
Advancer Global Security
Pte. Ltd.
Advancer Security Advancer IFM
Pte. Ltd. Pte. Ltd.
100% 100%
Advancer Engineering
Pte. Ltd.
Notes:
100% [(1)]
(1) Advancer Engineering Pte. Ltd. was incorporated on 16 January 2025.
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15
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Danny Lim Teck Chai Independent Non-Executive Chairman
Mr. Gary Chin Mei Yang
SHARE REGISTRAR
In.Corp Corporate Services Pte. Ltd. 36 Robinson Road #20-01 City House Singapore 068877
Chief Executive Officer and Executive Director
AUDITORS
Dr. Desmond Chin Mui Hiong
Executive Director
Mr. Ong Eng Tiang
Forvis Mazars LLP 135 Cecil Street #10-01 MYP Plaza Singapore 069536
Executive Director
Partner-in-charge:
Mr. Lim Chong Huat
Independent Non-Executive Director
Ms. Chen Ningxin, Narissa (Chartered Accountant of Singapore) Date of appointment: 31 December 2024
Mr. Takehito Hirano
Non-Independent Non-Executive Director
Mr. Shamsul Kamar Bin Mohamed Razali Independent Non-Executive Director
PRINCIPAL BANKERS
DBS Bank Ltd. 12 Marina Boulevard Marina Bay Financial Centre, Tower 3 Singapore 018982
AUDIT COMMITTEE
Mr. Lim Chong Huat (Chairman) Mr. Danny Lim Teck Chai Mr. Shamsul Kamar Bin Mohamed Razali
Oversea-Chinese Banking Corporation Limited 65 Chulia Street #09-00 OCBC Centre Singapore 049513
REMUNERATION COMMITTEE
Mr. Danny Lim Teck Chai (Chairman) Mr. Lim Chong Huat Mr. Shamsul Kamar Bin Mohamed Razali
United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624
NOMINATING COMMITTEE
Mr. Shamsul Kamar Bin Mohamed Razali (Chairman) Mr. Gary Chin Mei Yang Mr. Danny Lim Teck Chai
COMPANY SECRETARY
Ms. Sin Chee Mei, ACIS and PMP Mr. Kelvin Tong
REGISTERED OFFICE
Standard Chartered Bank (Singapore) Limited 6 Marina Boulevard #27-01 Singapore 018981
CONTINUING SPONSOR
SAC Capital Private Limited 1 Robinson Road #21-01 AIA Tower Singapore 048542
135 Jurong Gateway Road #05-317 Singapore 600135 Website: https://advancer.sg Tel: (65) 6665 3855 Fax: (65) 6665 0969
16 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
SUSTAINABILITY REPORT
CONTENTS
-
18 MESSAGE FROM THE BOARD
-
19 ABOUT THIS REPORT
-
20 ORGANISATIONAL PROFILE
-
21 GOVERNANCE & SUSTAINABILITY APPROACH
-
22 STAKEHOLDER ENGAGEMENT
-
23 MATERIAL TOPICS
-
24 ECONOMIC PERFORMANCE
-
25 CERTIFICATION AND REGULATORY COMPLIANCE
-
29 TRAINING AND EDUCATION
-
33 CUSTOMER PRIVACY
-
34 EMPLOYMENT
-
36 CLIMATE-RELATED DISCLOSURES
-
39 GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX / SGX CORE INDEX / TCFD INDEX
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 17
MESSAGE FROM THE BOARD
The Board of Directors of Advancer Global Limited (the “ Company ” or “ AGL ”, and together with its subsidiaries, the “ Group ”) is pleased to present its Sustainability Report for the fiscal year 2024 ( “FY2024 ”), covering the period from 1 January to 31 December 2024. This report details our commitment to integrating material Economic, Environmental, Social, and Governance (“ EESG ”) factors into our business strategy, operations, and long-term value creation. It provides stakeholders with a transparent overview of our performance, risk management approach, and progress toward our sustainability objectives.
FY2024 saw us make significant strides in our sustainability journey. We strategically expanded our building solutions to include data analytics for energy optimisation and broadened our capabilities in the distribution of electronic components. Our focus on developing and implementing Internet of Things (IoT) solutions for smart buildings is expected to deliver substantial energy efficiencies and cost savings for our clients, while contributing to a reduction in carbon emissions. Furthermore, our pursuit of a spin-off listing for our cleaning, pest control, and landscaping services in the near future underscores our commitment to unlocking value and driving growth in these key segments.
Innovation remained central to our approach to facilities management. We invested in smart cleaning solutions, leveraging sensor technology to optimise resource use and minimise our environmental impact. We are also proud to be partnering with our clients to reduce their Scope 2 emissions, supporting their net-zero targets and contributing to Singapore’s national goal of achieving net-zero emissions by 2050. This progress reinforces our belief in the potential of our facilities management business to contribute to a more sustainable future.
Sustainability is a core value for our Board of Directors, driving our business strategy and ensuring long-term value for all stakeholders. The Board actively integrates sustainability issues into its strategic planning, identifies key EESG factors, and monitors their effective management. To further strengthen oversight, the Sustainability Committee provides specialised guidance on sustainability policies and practices. We value the input of our stakeholders and actively seek their feedback to inform our strategy and reporting.
We recognise that our employees and customers are essential to our success. We are committed to creating a workplace that promotes inclusivity, development, and well-being, and to delivering solutions that meet the evolving needs of our clients. We strive to conduct our business responsibly and ethically, minimising our environmental impact and contributing positively to the communities where we operate.
Looking ahead, our FY2025 priorities include continued investment in innovation. This encompasses raising awareness of sustainability initiatives across our value chain and exploring how our smart FM solutions can play a more significant role in supporting the Integrated Facility Management (IFM) penetration strategy. We will also continue our subsidiary expansion and rebranding efforts to meet evolving market demands and solidify our market position for both the present and the future. Finally, we will continue our collaboration with the Smart Urban Co-Innovation Lab, seeking increased commercialisation opportunities in FY2025, particularly within the Built Environment sector, including Construction, Facilities Management, Real Estate, Security, and Environmental Services.
The Board expresses its sincere appreciation to our clients, business partners, and shareholders for their continued trust and support. We are committed to maintaining our leadership in sustainability and will continue to provide regular updates on our progress and performance.
Sincerely, The Board of Directors Advancer Global Limited
18 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
ABOUT THIS REPORT
This report has been prepared with reference to the Global Reporting Initiative (GRI) Standards 2021 and aligned with the Task Force on Climate-related Financial Disclosures (TCFD) framework, six SGX Core ESG Metrics (Gender Diversity, Age-based Diversity, Employment, Development & Training, Occupational Health and Safety, and Certifications), and Rules 711A and 711B of the Catalist Rules of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”)(“ Catalist Rules ”), incorporating guidance from Practice Note 7F of the Catalist Rules. These frameworks were selected to ensure comprehensive reporting, encompassing global standards (GRI), climaterelated disclosures (TCFD), and local regulatory guidance (SGX Core ESG Metrics).
The data presented herein is, to the best of our knowledge, accurate and reported in good faith. We are committed to continuously enhancing our data collection and reporting processes.
Our internal auditors conducted a review of our sustainability reporting process in accordance with the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors. External assurance was not obtained for this report.
Looking ahead, we acknowledge the anticipated integration of International Sustainability Standards Board (ISSB) standards for climate-related disclosures in FY2025 and will update our sustainability reporting accordingly.
REPORTING PERIOD AND SCOPE
This report covers the Group’s operations in Singapore, excluding dormant companies, for the period from 1 January 2024 to 31 December 2024.
ACCESSIBILITY
In line with our commitment to sustainability, printed copies of this report will be upon request. The electronic version, along with updates on our ongoing sustainability initiatives, is available at https://advancer.listedcompany. com/publications.html.
FEEDBACK
The Group is committed to ongoing stakeholder engagement to improve its sustainability policies, practices, and disclosures. Feedback or suggestions regarding this report are welcome and can be submitted to [email protected].
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 19
ORGANISATIONAL PROFILE
Advancer Global Limited, incorporated in Singapore and listed on the Singapore Exchange (SGX: 43Q) since 11 July 2016, is headquartered at 135 Jurong Gateway Road, #05-317, Singapore 600135.
As a comprehensive, one-stop service provider with a long history in the service sector, AGL has built a large base of loyal, repeat customers, demonstrating its extensive industry experience and expertise. This has enabled the Group to establish itself as a leading integrated manpower solutions and facilities management services provider. AGL is committed to maintaining its competitive edge and its top-tier status.
To meet the evolving needs of its customers, AGL operates through two primary business segments:
1. Employment Services : Providing integrated and comprehensive employment solutions, encompassing sourcing, recruitment, training, and deployment of both migrant domestic workers (“ MDWs ”) for households and foreign workers for corporations. This business operates under the established “Nation” trademark.
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2. Facilities Management Services : The Facilities Management Services segment encompasses Building Management and Security Services, delivering a comprehensive suite of solutions. These include property management, security, pest control, cleaning and stewarding, gardening and landscaping, serving a broad range of clients across residential, commercial, and industrial properties, as well as hospitals, schools, and hotels. Managing a portfolio of over 190 properties, AGL is one of the largest Managing Agents (MAs) in Singapore. This expanding range of services brings the Group closer to its ambition of becoming a leading Integrated Facility Management (“ IF M”) solutions provider.
SUPPLY CHAIN MANAGEMENT
AGL maintains positive working relationships with its suppliers and contractors, who share its commitment to providing high-quality services while adhering to stringent environmental, safety, and health regulations. The Group’s Procurement Policy formalises criteria such as quality, cost-effectiveness, and other relevant standards.
Key suppliers include subcontractors for Manpower, Cleaning and Stewarding, and Security businesses. These subcontractors are selected based on past performance, experience, competence, and service quality. To ensure competitive pricing and maintain service levels, AGL also identifies and evaluates alternative subcontractors. Regular performance reviews are conducted to verify that key suppliers continue to meet operational standards. The Group’s cleaning products are NEA-approved.
AGL recognises its supply chain as central to its sustainability efforts and is committed to its ongoing refinement and development as a key component of its sustainability roadmap.
20 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
GOVERNANCE & SUSTAINABILITY APPROACH
AGL’s sustainability initiatives are overseen by the Sustainability Committee, comprised of senior management. This committee is supported by sustainability officers from each business segment—Employment Services and Facilities Management Services—who report directly to the Committee.
The Sustainability Committee, in turn, reports to the Board of Directors. The Board members possess the necessary competencies and diverse experience to effectively guide the Group’s sustainability strategy.
SUSTAINABILITY APPROACH
AGL considers Corporate Social Responsibility (CSR) fundamental to long-term sustainability, embedding it into its culture and operations across the value chain. The Group is committed to minimising environmental impact while aligning strategies with sustainable business practices. Senior management regularly reviews key focus areas to maximise economic, environmental, and social contributions, ensuring alignment with stakeholder priorities through ongoing engagement with the Board of Directors.
AGL actively engages with stakeholders to develop strategies that enhance employee capabilities and drive business growth. The Group upholds high governance standards, adhering to the Code of Corporate Governance 2018. A robust conflict-of-interest policy is in place to guide employees in identifying and managing potential conflicts. Key management personnel, including Executive Directors and Officers, are required to make annual conflict-ofinterest disclosures to the Board to ensure transparency and accountability.
To safeguard the integrity and reputation of AGL and its affiliates, the Group enforces a strict insider trading policy. This policy prohibits any individual with access to material, non-public information—whether related to AGL, its customers, suppliers, or other publicly traded companies—from engaging in securities trading based on such information.
AGL is committed to fostering an ethical and transparent work environment. Employees receive regular training on the Group’s whistleblowing policy, which underscores the importance of reporting any misconduct or unethical behaviour. All concerns submitted via the dedicated whistleblowing email ([email protected]) are directed to the Audit Committee Chairman, ensuring confidentiality and impartial handling of reports. A Special Committee, comprising selected Directors, oversees independent investigations of reported concerns.
In addition, AGL has implemented a personal data protection policy in compliance with the Personal Data Protection Act (PDPA). Employees undergo regular training to ensure adherence to regulatory requirements, with the policy updated periodically to reflect evolving legal and operational needs.
Through these comprehensive governance frameworks, AGL reinforces its commitment to ethical business practices, stakeholder engagement, and long-term sustainability.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 21
STAKEHOLDER ENGAGEMENT
Close collaboration with stakeholders is crucial to AGL’s ability to effectively address sustainability issues. The Group maintains regular communication and consultation with its diverse stakeholder groups, incorporating feedback into its strategies and activities where appropriate and relevant. AGL strives to understand the perspectives of its key stakeholders and build mutually beneficial relationships through effective communication and responsiveness to their concerns. The following table outlines AGL’s stakeholder engagement strategy.
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STAKEHOLDER ENGAGEMENT FREQUENCY OF
STAKEHOLDERS’ EXPECTATIONS
GROUP ACTIVITIES ENGAGEMENT
Customers • Enquiry and feedback • Ad-hoc • Top notch customer service
• Customer service • Additional after sales services
hotlines
• Direct customer
meeting
Suppliers • Quotations • Ad-hoc • Compliance with terms and condition
• Periodic discussion of purchasing policies and procedures
• Supplier evaluation • Fair purchasing practices
• Maintenance of ethical standards
Employees • Induction and • Ad-hoc • Staff rights and welfare
orientation program • Personal development
• Staff appraisal • Yearly • Good working environment
• Internal memos • Ad-hoc
• Employee training • Ad-hoc
• Enquiry and feedback • Ad-hoc
Investors • SGX-ST • Ad-hoc • Profitability
announcements • Transparency
• Annual reports • Yearly • Timely reporting
• Company’s website • Ad-hoc
• General meetings • Yearly
• Circulars to • Ad-hoc
shareholders
Government • Discussion with • Ad-hoc • Environmental-friendly business
and Regulators government agencies approach
and departments • Compliance with regulations
• Timely reporting and resolution of
issues
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22 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
MATERIAL TOPICS
For FY2024, AGL conducted its annual materiality assessment, surveying internal and external stakeholders to ensure the relevance and currency of its material topics. This assessment process, prioritised by the Sustainability Committee, underwent multi-level review, and was ultimately validated by the Executive Committee, which comprised senior management and head of departments from the various business units, and approved by the Board. Integrating inputs from the Board, senior management, and stakeholders confirmed the continued relevance of the FY2023 material topics for FY2024. The topic identification process is detailed below:
| Identify | Rate | Prioritise | Validate | |||
|---|---|---|---|---|---|---|
| EESG factors were shortlisted based on their relevance to AGL’s business model, strategies and operations. |
Each of the identified EESG factors were evaluated based on its potential impact on the Group and the degree of stakeholder interest in the issue. |
Management personnel sorted the topics on a materiality matrix based on their overall importance to our internal and external stakeholders. |
EESG factors determined to be material to AGL’s business and stakeholders were validated by the Executive Committee and approved by the Board. |
The top ten identified topics were identified, as seen in the Materiality Matrix below. Five key sustainability topics were then selected for focused reporting, based on their continued significance to stakeholders and potential impact on AGL.
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• Customer Privacy • Economic Performance
• Certification and • Training & Education
Regulatory Compliance
• Employment
• Human Rights
Assessment
• Supplier’s Social
Assessment
• Local Communities
• Forced or Compulsory
Labour
• Environmental
Compliance
Low Medium High
Significance of Impact
High
Medium
Importance to Stakeholders
Low
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- Economic • Environmental • Social • Governance
SUSTAINABILITY TOPICS SELECTED:
-
Economic Performance
-
Certification and Regulatory Compliance
-
Training and Education
-
Customer Privacy
-
Employment
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 23
ECONOMIC PERFORMANCE
In FY2024, operational challenges persisted due to ongoing geopolitical tensions, coupled with an inflationary global economic landscape that brings uncertainties to the profitability of business operations.
To strengthen economic performance, our management undertakes a prudent approach to capital and risk management with respect to financial matters. We proactively identify and mitigate risks, subject our financial accounts to both internal and external audits, and consistently examine our performance against relevant benchmarks.
Further details of the Group performance can be found in the FY2024 Annual Report.
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Key Economic Performance Indicators FY2024 FY2023
S$’000 S$’000
Economic Value Generated
Revenue 64,467 65,081
Economic Value Distributed:
- Operating costs (21,153) (24,912)
- Employee wages and benefits (41,965) (44,385)
- Payments to government by country 3 1
Economic Value Retained (EVG - EVD):
Net Profit/(Loss) 1,352 (4,215)
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Targets
Given persistent geopolitical tensions and high operational costs, we have not set a specific Economic Performance target for FY2025. Our focus is on increasing revenue and reducing our net loss, with the goal of achieving net profitability.
Our long-term financial objectives are as follows:
-
Medium-Term (Next 3-5 Years) : We will leverage innovation, technology, and enhanced staff efficiency to mitigate rising manpower costs and achieve higher gross profit margins than FY2024 levels, along with stable net profitability.
-
Long-Term (Next 6-10 Years) : We aim to achieve stable net profitability growth of at least 5% annually through continuous innovation, increased productivity, service upgrades, and the provision of higher value-added services.
Our action plans to achieve these goals centre around continuous innovation, increased productivity, and expanding our portfolio of value-added services to drive profit margin expansion. The proposed spin-off listing of Advancer IFM Pte. Ltd. and Advancer Smart Technology Pte. Ltd., if successful, would provide additional capital and enhance our market presence, significantly supporting the execution of these plans.
24 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CERTIFICATION AND REGULATORY COMPLIANCE
Membership of Associations and Certificates
Our commitment to excellence includes maintaining industry certifications and regulatory compliance. This not only streamlines our operations and enhances efficiency but also strengthens client trust and market competitiveness. We actively pursue certifications and conduct regular audits to ensure adherence to evolving standards. This proactive approach minimises risks, avoids potential fines, and safeguards our operational continuity. Furthermore, it allows us to offer innovative and sustainable solutions that benefit both our clients and the environment.
In FY2024, we successfully maintained all necessary certifications and remained fully compliant with relevant laws and regulations, with no incidents involving fines or non-monetary regulatory actions. We also ensured that all relevant workers received the necessary training for occupational health and safety and environmental compliance.
Advancer Global Manpower Pte.Ltd. TUV SUD ISO 9001:2015 (Foreign Maid Employment Placement) Nation Employment Pte Ltd TUV SUD ISO 9001:2015 (Foreign Maid Employment Placement) Nation Human Resources Pte. Ltd. bizSAFE Level 3 Certificate TUV SUD ISO 9001:2015 (Foreign Maid Employment Placement) Advancer Global Facility Pte. Ltd. bizSAFE Star Level Certificate GIC ISO 9001:2015 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) & (Provision of Pest Control, Bird Control, Fumigation Services) GIC ISO 45001:2018 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) First Stewards Private Limited bizSAFE Star Level Certificate GIC ISO 9001:2015 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) GIC ISO 45001:2018 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) Master Clean Facility Services Pte. Ltd. bizSAFE Star Level Certificate FM02 Housekeeping, Cleansing, Desilting and Conservancy Service Level 5 NEA Clean Mark Silver Award GIC ISO 9001:2015 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) GIC ISO 45001:2018 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) Member of Environmental Management Associations of Singapore (EMAS)
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 25
CERTIFICATION AND REGULATORY COMPLIANCE
World Clean Facility Services Pte. Ltd. bizSAFE Star Level Certificate GIC ISO 45001:2018 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) GIC ISO 9001:2015 (Provision of Contract Cleaning, Stewarding and Housekeeping and Maintenance Services) FM02 Housekeeping, Cleansing, Desilting & Conservancy Service Level 4 NEA Clean Mark Silver Award
Newman Property Consultants Pte Ltd
Accredited Managing Agents (Category A) - SISV / APFM bizSAFE Level 4 Certificate Progressive Wage Credit Mark SGS ISO 9001:2015 (Property Management and Valuation Services)
SRE Global Pte. Ltd.
Accredited Managing Agents (Category A) – SISV / APFM bizSAFE Level 3 Certificate Member of Association of Property & Facilities Managers (APFM) Member of Singapore Institute of Surveyors and Valuers (SISV) SGS ISO 9001:2015 (Valuation Services: Land and Buildings)
Advancer IFM Pte. Ltd. bizSAFE Star Certificate Member of Association of Certified Security Agencies (ASCA) Member of Security Association Singapore Member of Singapore Pest Management Association TQCSI ISO 9001:2015 (Quality Management System) TQCSI ISO 45001:2018 (Occupational Health & Safety Management System) NEA Registered Vector Control Operator NEA Clean Mark Silver FM02 Housekeeping, Cleansing, Desilting and Conservancy Service Level 2 FM03 Landscaping Level 1 Progressive Wage Credit Mark Class 1 Cleaning Business Licence GIC ISO 14001:2015 • Pest Control, Bird Control • Fumigation Services (International Standards for Phytosanitary Measures No. 15 [ISPM No.15]) • Soil Treatment • Disinfection Services • Sales of Ecological Care Products
26 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CERTIFICATION AND REGULATORY COMPLIANCE
Premier Eco-Care Pte. Ltd. bizSAFE Star Level Certificate Australian Fumigation Accreditation Scheme (AFAS) NEA Registered Vector Control Operator GIC ISO 9001:2015 • Pest Control, Bird Control • Fumigation Services (International Standards for Phytosanitary Measures No. 15 [ISPM No.15]) • Soil Treatment • Disinfection Services • Sales of Ecological Care Products GIC ISO 14001:2015 • Pest Control, Bird Control • Fumigation Services (International Standards for Phytosanitary Measures No. 15 [ISPM No.15]) • Soil Treatment • Disinfection Services • Sales of Ecological Care Products GIC ISO 45001:2018 • Pest Control, Bird Control • Fumigation Services (International Standards for Phytosanitary Measures No. 15 [ISPM No.15]) • Soil Treatment • Disinfection Services • Sales of Ecological Care Products
Advancer Security Pte. Ltd. bizSAFE Star Certificate Member of Association of Certified Security Agencies (ASCA) Member of Security Association Singapore QAI ISO 9001:2015 (Security Consultancy and Security Manpower Service Provider) QAI ISO 45001:2018 (Occupational Health & Safety Management System) Advancer Smart Technology Pte. Ltd. bizSAFE Star Certificate TQCSI ISO 9001:2015 (Quality Management System) TQCSI ISO 14001:2015 (Environmental Management System) TQCSI ISO 45001:2018 (Safety Management System) Singapore Green Building Product Certificate (Multiple products)
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 27
CERTIFICATION AND REGULATORY COMPLIANCE
Targets
In FY2024, AGL successfully achieved its two key objectives: maintaining all necessary certifications and ensuring full compliance with all applicable laws and regulations, with no incidents resulting in fines or other non-monetary regulatory actions. We also continued to provide all relevant workers with necessary training for certifications, including occupational health and safety and environmental compliance, as applicable.
Our future compliance and training goals are as follows:
-
Short-Term (FY2025): Maintain all required certifications, ensure full compliance with relevant laws and regulations (avoiding any material incidents resulting in fines exceeding S$10,000 or other non-monetary regulatory actions), and continue providing necessary certification training to all relevant workers, including training on occupational health and safety and environmental compliance, as applicable.
-
Medium-Term (Next 3-5 Years): Maintain all required certifications and ensure full compliance with relevant laws and regulations. We will also pursue additional certifications for higher value-added services to enhance service performance, while avoiding any material incidents resulting in fines over S$10,000 or other non-monetary regulatory actions. Furthermore, we aim to increase upskilling opportunities for all relevant workers through additional certifications, as appropriate, including training on occupational health and safety and environmental compliance.
-
Long-Term (Next 6-10 Years): Maintain all necessary certifications and ensure full compliance with all applicable laws and regulations. This includes pursuing additional certifications for higher value-added services to enhance our service performance, while maintaining a record free of material incidents involving fines exceeding S$10,000 or other non-monetary regulatory actions. We also aim to increase the number of relevant workers receiving upskilling through additional certifications, including those related to occupational health and safety and environmental compliance, as appropriate.
Our action plan to support these goals includes continuous market monitoring and engagement with clients and suppliers to identify potential growth markets, enabling us to proactively capitalise on emerging opportunities.
28 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
TRAINING AND EDUCATION
AGL values continuous training and career development for its staff. We invest in our employees’ development through regular training programmes, recognising that a skilled workforce is crucial for our company’s success and contributes to Singapore’s economic growth. While training incurs costs and may temporarily impact productivity, the long-term benefits outweigh these initial challenges. Well-trained employees are more efficient, creative, and adaptable, ultimately benefiting our company and our clients.
We ensure adequate training is provided and that staff are kept informed of relevant career advancements and opportunities. All new employees participate in an orientation program to familiarise themselves with their responsibilities and AGL’s culture, ensuring they can perform their duties competently and efficiently.
To ensure our training programmes remain relevant and effective, we actively monitor the market and engage with our clients and suppliers to identify potential growth areas. This allows us to equip our staff with the necessary skills and knowledge to pursue new opportunities and contribute to a more sustainable future.
To minimise our carbon footprint, we encourage the use of online or virtual training to reduce travel and resource consumption. We also promote sustainable practices in our offices, such as encouraging the use of public transport, recycling printed materials, and utilising low-energy devices.
AVERAGE TRAINING HOURS & TRAINING PROGRAMS
Our operations staff averaged 3 training hours annually (FY2023: 2.2 hours), while management-level employees averaged 1.9 hours (FY2023: 5.7 hours). The decrease in management-level training hours in FY2024 was mainly due to (i) focus by our management-level employees on continuous learning rather than formal training sessions and (ii) as our management-level employees are involved in more strategic decision-making processes, they require less formal training but more experiential learning and strategic planning sessions.
The following table details available training programs across our business segments, enabling employees to upskill and obtain certifications:
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SECTOR TRAINING PROGRAMS ATTENDED
Administrative/ • Practitioner Certificate in Personal Data Protection
General • Top Executive WSH Programme
• Basics Of Human Resource Management & Practical Training
• Essential Office Skills with Digital Tools
• Integrating A Human Resource Management System for Enhanced Productivity
• Understanding the Carbon Footprint of Building Product
• Practitioner Certificate in PDPA
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- The average training hours achieved in FY2023 for operations staff and management-level employees at 2.2 hours (stated as 22.6 hours in the 2023 Sustainability Report) and 5.7 hours (stated as 23.0 hours in the 2023 Sustainability Report) respectively was restated.
29
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
TRAINING AND EDUCATION
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SECTOR TRAINING PROGRAMS ATTENDED
Cleaning/Stewarding • IATRAS (Industrial Abseiler Twin Rope Access Systems
• IRATA Course (Level 3)
• IRATA Course (Level 2 Revalidation)
• Standard First Aid (NROC)-Asynchronous and Practical
• Pasma Tower Course for Manager
• Pasma Tower Course for User
• Certificate In Health and Safety Management
• Certificate In Environmental Technology
• Metal Scaffold Erection
• L1 Furniture and Furnishing Maintenance
• L1 Workplace Safety & Health Practices Implementation
• L1 Customer Management (Classroom & Asynchronous)
• L1 Horizontal Surface Maintenance
• L1 Washroom Maintenance
• L1 Customer Management
• L1 Furniture & Furnishing Maintenance
• Respond To Fire Incident in Workplace
• Customer Management 1 - Provide Quality Service
• Workplace Safety and Health Practice Implementation (Level 1)
Employment • Basics Of Human Resource Management & Practical Training
• Certificate of Employment Intermediaries
Security • Guard Patrol, Access Control Management Course
• Security Surveillance Management Course - Perform Remote Surveillance
Function
• Respond To Fire Incident in Workplace
• Incident Response, Guard & Patrol, Threat Observation
• Develop A Risk Management Implementation Plan
• Access Control Management (Operate Basic Security Equipment)
• Deterrence (Manage Disorderly Conduct and Threatening Behaviour)
• Security Surveillance Management (Perform Remote Surveillance Function)
• Elite L5 International Close Protection Professional Training
• Deterrence (Manage Disorderly Conduct & Threatening Behaviour)
• Respond to Fire Emergency in Buildings
Gardening/ • First Aid Course
Landscaping • Driving license
• Landscape Safety Orientation Programme
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30 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
TRAINING AND EDUCATION
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SECTOR TRAINING PROGRAMS ATTENDED
Pest Control • Hazardous Transport Driver Permit
• Breathing Apparatus (SCBA) course
• WSQ Operate Forklift Course
• Apply WSH in Shipyard (General Trade)
• Shipyard Safety Instruction Course
• Operate Scissor Lift
• Work At Height
• Apply Workplace Safety & Health in Shipyard (General Trade)
• MS Word 2019 (Basic & Intermediate)
• MS Power Point 2019 (Basic & Intermediate)
• First Aid Course
Property Consultancy/ • Advanced Diploma in Property & Facilities Management
Property Facilities • Legislation Course for Managing Agents
Management • Generic Course: Grow Business with Tik Tok
• Forecast Capital Appreciation of Real Estate
• Real Estate Investment Strategies
• Mediation As an Important Dispute Resolution Process In Resolving Relationship
Conflicts And Disputes In Condominiums
• Mediation 101
• How Do We Deal with Neighbour Disputes in Condominiums
• First Aid Course
• WSQ Respond to Fire Incident in Workplace
• Operate Scissor Lift
• Conference of 74th FIABCI World Real Estate Congress
• Implement Incident Management Process
• Manage Work at Height
• Operate Boom Lift
• Develop A Workplace Safety and Health Management System Implementation Plan
• Top Executive WSH Programme
• Certificate In Facilities Management
• PDPA/Ransomware Talk
• Legislation Course for Managing Agents
• Basics Of HR MGT & Practical Training
• Essential Office Skills with Digital Tools
• Registration Of WSH Talk
• SISV Real Estate Conference 2024: Achieving Next Milestone in Real Estate
Transformation Journey
• Renewal Of CEA Salesperson Registration
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ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 31
TRAINING AND EDUCATION
Performance And Career Development Review
In FY2024, all employees underwent performance reviews in accordance with company policy. AGL encourages active two-way communication between employees and supervisors, facilitating the establishment of clear expectations and the identification of areas for performance improvement. Regular and ad-hoc feedback is provided to employees. These practices, designed to develop and enhance employee performance, have demonstrably improved organisational performance and enabled AGL to effectively monitor employee skill sets and develop its human capital.
Targets
Our training goals for the future are as follows:
-
Short-Term (FY2025): Maintain the FY2024 annual average training hours for operations staff (3 hours) and management staff (2 hours).
-
Medium-Term (Next 3-5 Years): Focus on leveraging innovation, technology, and staff efficiency to achieve a 5% increase in training and upskilling hours compared to FY2024 levels.
-
Long-Term (Next 6-10 Years): Continue leveraging innovation, technology, and staff efficiency, targeting a 7.5% increase in training and upskilling hours from FY2024 levels over the next decade.
To achieve these goals, we will continuously monitor market trends and engage with clients and suppliers to identify emerging growth markets. This market intelligence will guide the development of innovative training programs, equipping our staff with the skills and knowledge necessary to capitalise on these opportunities.
32 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CUSTOMER PRIVACY
In today’s digital age, customer data privacy and protection are paramount concerns for both our stakeholders and our organisation. We recognise that data privacy is a material topic, reflecting the increasing awareness of how personal data is collected, managed, and used. Data breaches can have significant negative impacts, leading to financial losses, reputational damage, and erosion of customer trust. They can also cause stress and anxiety for individuals whose personal data is compromised.
However, strong data privacy practices have numerous positive impacts. Compliance with privacy regulations minimises legal and financial risks, while efficient data management practices reduce resource use and waste. Empowering individuals with control over their personal data builds confidence in digital platforms and promotes equitable access to services.
Our approach to data privacy and protection is holistic, encompassing legal compliance and operational management across the entire organisation. This fosters a culture of awareness, ensuring that our stakeholders’ privacy is respected and protected. We employ robust security measures, such as secure databases, periodic password changes, and anti-virus and firewall software, to protect customer data from IT security threats. All employees and operating entities within the Group are aware of these policies and procedures. Every operational manager is responsible for developing, implementing, and monitoring our immediate response to data breaches, strengthening data security, and ensuring compliance with regulations such as the Personal Data Protection Act (PDPA). To reinforce this commitment, we recently conducted PDPA training for all employees to ensure they remain up to date on best practices.
We regularly review our business model, scale, and the nature of the data we collect to determine the most appropriate data protection action plan. We track key performance indicators, such as the number of data breaches, the time taken to resolve them, and their severity, to continuously improve our data protection efforts. We are committed to maintaining the highest standards of data privacy and protection to ensure the trust and confidence of our stakeholders.
Targets
In FY2024, we successfully achieved our target of zero customer complaints and personal data breaches. This accomplishment underscores our commitment to data privacy and customer satisfaction.
Building on this success, our future goals are as follows:
-
Short-Term (FY2025) : Maintain our current zero-incident track record for both customer complaints and PDPA breaches.
-
Medium-Term (Next 3-5 Years) : Continue our zero-incident performance while strategically optimising data utilisation within our service delivery model. This will involve enhancing our comprehensive data governance framework, encompassing both data management and cybersecurity policies.
-
Long-Term (Next 6-10 Years) : Maintain a zero-incident rate for customer complaints and PDPA breaches. We will further enhance service delivery through optimised data utilisation, driven by ongoing improvements to our data governance framework, including data management and cybersecurity policies.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 33
EMPLOYMENT
Our employees are our most valuable asset, and we prioritise their professional and personal well-being. We recognise that their well-being is crucial to our long-term sustainability, as they are instrumental in shaping our business objectives and daily operations. We offer competitive compensation and rewards to recognise and support employees’ personal and professional milestones. Our comprehensive employment policies, focused on gender and age diversity, equitable opportunities, and transparency, are available upon request. We regularly review and revise these policies to address evolving workforce needs and promote inclusivity.
We recognise that economic trends can also significantly impact our workforce. Economic downturns may lead to workforce reductions or changes in workload distribution, potentially affecting job security and employee morale. To mitigate these challenges, we actively monitor and adjust staffing levels and workload, offering support, redeployment opportunities, or voluntary redundancy schemes to assist affected employees. We also strive to maintain work-life balance by monitoring workload distribution and providing flexible work options.
Furthermore, we are committed to fostering a diverse and inclusive workplace. We proactively address potential biases in recruitment and promotion processes to ensure equitable opportunities for all employees, regardless of gender or age.
Employee Profile
We maintain a diverse workforce across all our industries, implementing policies and practices that ensure a transparent and fair workplace for all. We place a high value on gender and age diversity to maintain a dynamic workforce.
AGL engages contract workers, primarily for security services, who are not considered employees. These individuals provide security-related services under contractual agreements.
Analysis of AGL’s hiring and resignation trends for 2024 reveals significant shifts compared to previous years. Delving into the age breakdown of new hires, AGL experienced a substantial decrease across all age groups in 2024 compared to 2023 and 2022. Specifically, new hires among those under 30 years old decreased by 61.76% from 2023 to 2024. The 30 to 50 age group experienced a 47.98% decrease, whilst the over 50 age group saw the most reduction, with a 82.73% decline.
Resignation data for 2024 shows most resignations occurred in the 30 to 50 age group, followed by the over 50 age group. The under 30 age group had the fewest resignations.
Turning to gender-based trends, both male and female new hire rates decreased significantly in 2024. The male new hire rate decreased by 54.17% from 2023 to 2024, whilst the female new hire rate decreased by 83.25% from 2023 to 2024. The male average monthly turnover rate decreased by 3.63% from 2023 to 2024 and the female average monthly turnover rate decreased by 1.59% from 2023 to 2024.
Overall, the data reveals a reduction in the total number of employees from 2023 to 2024, with a substantial reduction in new hires across all demographics and a notable improvement in employee retention due to rationalisation of our Group’s operations and the high hiring rate in FY2023.
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New Employee Hires by age group
Category / Year 2024 2023 [2]
Under 30 Years Old 26 68
Between 30 to 50 Years Old 90 173
Over 50 Years Old 38 220
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34 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
EMPLOYMENT
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Resignations by age group [1]
Category / Year 2024
Under 30 Years Old 14
Between 30 to 50 Years Old 87
Over 50 Years Old 47
New Employee Hires and Resignations by Gender
Male Female
Category / Year 2024 2023 [2] 2024 2023 [2]
Number of Employees 631 535 319 401
Number of New Employees 121 264 33 197
New Hire Rate [3] 19.18% 49.35% 10.34% 49.13%
Number of Resigned Employees 25 254 115 221
Average Monthly Turnover Rate [4] 0.33% 3.96% 3.00% 4.59%
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Benefits or Full-Time Employees
We provide a comprehensive benefits package for our full-time employees, encompassing healthcare subsidies, preferred insurance rates, an Employee Share Option Scheme, educational awards, disability coverage (WICI), and parental leave. These benefits are designed to support both the well-being and financial security of our team.
We are dedicated to ongoing review and improvement of our employment policies, with a focus on promoting greater gender equality and a more inclusive workplace. Policy revisions in FY2023, including raising the internal retirement and re-employment ages to 71 as part of the Senior Worker Early Adopter Grant, reflect this commitment.
Targets
In FY2024, our targets included achieving an average monthly employee turnover rate of 5% or lower and providing relevant skills upgrades to ensure our employees remain up to date with industry best practices. We successfully achieved an average monthly turnover rate of 1.23%.
Looking ahead, we have established the following goals:
-
Short-Term (FY2025): Maintain an average monthly turnover rate of 5% or lower.
-
Medium-Term (Next 3-5 Years): Through continued monitoring of industry best practices, establish us as an employer of choice within our industry and achieve an average monthly turnover rate of 4.75% or lower.
-
Long-Term (Next 6-10 Years): Continuing our focus on industry best practices, further solidify our position as an employer of choice and achieve an average monthly turnover rate of 4.5% or lower.
Our action plan to achieve these goals includes ongoing review of human resources best practices both locally in Singapore and globally. Furthermore, we are committed to recognising and rewarding our employees through wage increases and enhanced non-monetary benefits, ultimately driving increased staff retention.
-
1 Resignation data by age category is not available for FY2023
-
2 The 2023 employment data have been restated to exclude contract workers as well as for the disposal of AGSI to provide a better indication of the Group’s full-time employee data for better comparison purposes
-
3 New hire rate = total number of new employees/total number of employees
-
4
Average monthly turnover rate = total number of resigned employees/total number of employees/12 months
35
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
CLIMATE-RELATED DISCLOSURES
In addition to considering the environmental and social impact of our operations, we recognise the importance of assessing the impact of climate change on our business operations, assets, and stakeholders, including our employees, audiences, and shareholders. We are committed to progressively enhancing our climate-related disclosures and implementing the TCFD recommendations.
Board oversight of climate related risks and opportunities
The Board, which maintains overall responsibility for AGL’s strategic direction, collaborates closely with the Sustainability Committee to establish a robust governance framework that integrates sustainability into our overall business strategy. This framework takes into account factors such as current economic conditions, geopolitical issues, and the cost-effectiveness of our sustainability strategy.
Management’s role in assessing and managing climate-related risks and opportunities
The Sustainability Committee, composed of senior management personnel, is responsible for identifying climaterelated risks and opportunities and supporting the Board in implementing related strategies. The Committee advises the Board on all sustainability matters and receives direct support from sustainability officers within each of our business segments: Employment Services and Facilities Management Services. We are dedicated to the ongoing review of our operations to identify and effectively manage specific climate-related risks.
Climate-related risks and opportunities
The TCFD categorises climate-related risks into two primary types: transition risks, which arise from the shift to a lower-carbon economy, and physical risks, which are associated with the tangible effects of climate change. We believe our exposure to transition risks is currently low and have therefore prioritised the identification of potential physical risks.
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CLIMATE-RELATED RISKS POTENTIAL FINANCIAL IMPACT
Physical risk – increased severity of extreme Our key assets are our employees. To mitigate the risks
weather events of injury or illness arising from physical climate-related
Physical risk – Rising mean temperatures and events, we have secured insurance coverage for our
extreme variability in weather patterns employees.
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Within our Employment Services segment, we aim to empower MDWs and foreign workers to contribute positively to household sustainability through our training programs. However, the diverse deployment of these workers across various households and corporations makes it difficult to quantify the impact of these efforts.
Sustainability is a core priority for our Facilities Management Services segment, given the sector’s focus on maintaining built environments with low carbon emissions. We are currently evaluating the feasibility of various sustainability initiatives within this segment, recognising that some may only become viable in the medium to long term as technologies advance and costs decrease.
As a service-based company, we have not yet identified any direct and material impacts from climate change, including through scenario planning for a 2°C increase in global warming. We do, however, recognise climate change as a key risk for our Built Environment and other clients. While scenario analysis is not included in our FY2024 disclosures, we are committed to transparency and will provide this information in FY2025. We are also collaborating with clients to understand their climate needs, which will assist in our development of a comprehensive climate risk and opportunity strategy.
36 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CLIMATE-RELATED DISCLOSURES
Risk management
Identifying and Assessing Climate-Related Risks:
AGL’s Sustainability Committee is central to addressing sustainability concerns, including those arising from grievances, audits, and stakeholder feedback. The Committee plays a critical role in managing risks that could impact AGL’s reputation, such as regulatory changes and market expectations.
Climate-related risks are identified based on their potential financial impact and managed within AGL’s Enterprise Risk Management (ERM) system. The Sustainability Committee actively engages stakeholders to identify, assess, and manage these risks and opportunities, ensuring AGL’s policies remain aligned with sustainability goals.
Climate-related risks are evaluated by the Sustainability Committee for their potential financial impact. Material financial implications are escalated to Management and, if necessary, discussed at the Audit Committee and Board of Directors level.
Due to the complexity of quantifying climate risks, AGL adopts a qualitative assessment approach, supplemented by insights from its annual ERM register review. AGL continues to follow TCFD recommendations to improve transparency and resilience in its sustainability strategies.
Managing Climate-Related Risks:
AGL recognises the direct impact of climate risks on its operations and has integrated these risks into its ERM framework. The Board of Directors oversees risk management within AGL. Rigorous internal controls are implemented to mitigate risks in critical areas, including financial, operational, compliance, and IT. These controls are regularly evaluated through independent audits and reviews.
The Sustainability Committee assesses identified risks, including their materiality and potential impact on AGL and its employees, and develops mitigation strategies. Sustainability and ESG considerations are embedded in AGL’s culture, with employees playing an active role in addressing climate-related risks.
Integration into Overall Risk Management:
Climate risk considerations are integrated into AGL’s ERM framework through annual reviews, which incorporate climate-related risks alongside legal, operational, strategic, financial, and compliance risks. This process aligns with TCFD recommendations. The management of these risks is integrated into AGL’s ESG internal control framework, which is subject to independent internal audits. AGL does not currently engage third-party providers for external assurance of this process.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 37
CLIMATE-RELATED DISCLOSURES
Metrics Used to Assess Climate-Related Risks and Opportunities
We align with the United Nations Framework Convention on Climate Change’s goal to reduce, optimise, and where possible, replace materials used in the built environment with re-used or low-carbon alternatives by 2030.
Thie year, we have begun disclosing our GHG emissions, marking a significant step in our environmental transparency. By publicly sharing this data, we aim to enhance accountability and provide stakeholders with a clear understanding of our environmental footprint. This initiative underscores our commitment to responsible environmental stewardship and sets the stage for future sustainability efforts.
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FY2024 (tCO2e)
Scope 1 emissions [5] 311.84
Scope 2 emissions [6] 162.59
Total emissions 474.43
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Given that our operations do not materially contribute to Scope 3 emissions, they were not measured in FY2024. We are planning to implement Scope 3 disclosures for relevant material categories, provided that the associated measurement and disclosure systems can be implemented in a cost-efficient manner.
Our involvement with the Smart Urban Co-Innovation Lab and the development of an energy-saving system for its use demonstrates our commitment to innovation in this area. Specific targets for this initiative will be established in due course.
-
5 Emission factors were taken from the Greenhouse Gas Protocol Cross-sector Emission Factors Worksheet V2.0 https://ghgprotocol.org/ calculation-tools-and-guidance
-
6 Grid emissions factor taken from Singapore’s Energy Market Authority https://www.ema.gov.sg/resources/singapore-energy-statistics/ chapter2
38 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX / SGX CORE INDEX / TCFD INDEX
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Statement of Use Advancer Global Limited has reported with reference to the GRI Standards for the period
from 1 January 2024 to 31 December 2024.
GRI 1 used GRI 1: Foundation 2021
Page Reference and
GRI Standard Disclosure Reasons for Omission,
if applicable
GRI 2: 2-1 Organisational details 20
General 2-2 Entities included in the organisation’s sustainability
20
Disclosures reporting
2021
2-3 Reporting period 19
2-4 Restatement of information 29,35
2-5 External assurance No external assurance
was sought for this
sustainability report.
2-6 Activities, value chain, and other business relationships 20
2-7 Employees 34
2-8 Workers who are not employees There are no workers
who are not employees.
2-9 Governance structure and composition 21
2-26 Mechanisms for seeking advice and raising concerns 19
2-27 Compliance with laws and regulations 28
2-28 Membership associations 25
2-29 Approach to stakeholder engagement 22
2-30 Collective bargaining agreements There are no collective
bargaining agreements.
GRI 3: Material 3-1 Process to determine material topics 23
Topics 2021 3-2 List of material topics 23
3-3 Management of material topics 23
GRI 201: Economic 201-1 Direct Economic value generated and distributed
Performance 2016 24
GRI 401: Employment 401-1 New employee hires and employee turnover 35
2016
401-2 Benefits provided to full-time employees that are not
35
provided to temporary or part-time employees
GRI 404: Training and 404-1 Average hours of training per year per employee 29
Education 2016 404-2 Programs for upgrading employee skills and
29 to 31
transition assistance programs
404-3 Percentage of employees receiving regular
32
performance and career development reviews
GRI 418: Customer 418-1 Substantiated complaints concerning breaches of
33
Privacy 2016 customer privacy and losses of customer data
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ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 39
GLOBAL REPORTING INITIATIVE (GRI) CONTENT INDEX / SGX CORE INDEX / TCFD INDEX
SGX CORE INDEX
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Page Reference and
SGX Core ESG
Disclosure Reasons for Omission,
Metric
if applicable
Social Gender Diversity 34
Age-based Diversity 34
Employment 34
Development & Training 29 to 32
Occupational Health and Safety 25 to 28
Governance Certifications 25 to 28
TCFD INDEX
Page Reference/
Disclosure Focus Area Recommended Disclosure
Remarks
Governance
Disclose the a. Describe the board’s oversight of climate-related risks and
36
organisation’s opportunities.
governance around
b. Describe management’s role in assessing and managing
climate-related risks climate-related risks and opportunities. 36
and opportunities.
Disclose the actual and a. Describe the climate-related risks and opportunities the
potential impacts of organisation has identified over the short, medium and long 36
climate-related risks term
and opportunities on
b. Describe the impact of climate-related risks and opportunities
the organisation’s
businesses, strategy on the organisation’s businesses, strategy and financial 36
and financial planning planning.
where such information
c. Describe the resilience of the organisation’s strategy, taking
is material.
into consideration different climate-related scenarios, including 36 and 37
a 2°C or lower scenario.
Risk Management
Disclose how the a. Describe the organisation’s processes for identifying and
37
organisation identifies, assessing climate-related risks.
assesses and manages b. Describe the organisation’s processes for managing climate-
37
climate-related risks. related risks
c. Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the 37
organisation’s overall risk management.
Metrics and Targets
Disclose the metrics a. Disclose the metrics used by the organisation to assess
and targets used to climate-related risks and opportunities in line with its strategy 38
assess and manage and risk management process.
relevant climate-related b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
38
risks and opportunities greenhouse gas (GHG) emissions and the related risks.
where such information
c. Describe the targets used by the organisation to manage
is material.
climate-related risks and opportunities and performance 38
against targets.
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40 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
Advancer Global Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) are fi rmly committed to maintaining a high standard of corporate governance by adhering to the principles and provisions set out in the Code of Corporate Governance 2018 (the “ Code ”), where appropriate. These principles and provisions reflect the Board’s commitment in having effective corporate practices to safeguard against, amongst others, fraud and dubious financial transactions, with the aim of protecting shareholders’ interests as well as maximizing long-term success of the Company and Group.
The Listing Manual Section B: Rules of Catalist (the “ Catalist Rules ”) of the Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) requires all listed companies to describe in their annual reports, their corporate governance practices, with specific reference to the principles of the Code.
This report sets out the corporate governance practices that were adopted by the Group during the financial year ended 31 December 2024 (“ FY2024 ”) (“ Report ”), with specific reference to the principles and provisions of the Code as well as the accompanying practice guidance, which forms part of the continuing obligations of the Catalist Rules of the SGX-ST.
The Board confirms that, for FY2024, the Group has generally adhered to the principles and provisions outlined in the Code. Where there were deviations from the provisions of the Code, appropriate explanations are provided. The Board will continue to assess the needs of the Company and improve on its corporate governance practices as appropriate.
1. THE BOARD’S CONDUCT OF AFFAIRS
Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.
As at the date of this Report, the Board comprises the following members, all of whom have the appropriate core competencies and diversity of experience needed to enable them to effectively contribute to the Group.
| Lim Teck Chai, Danny (“Danny Lim”) | Independent Non-Executive Director and Chairman |
|---|---|
| Chin Mei Yang (“Gary Chin”) | Chief Executive Offcer and Executive Director |
| Chin Mui Hiong (“Desmond Chin”) | Executive Director |
| Ong Eng Tiang | Executive Director |
| Lim Chong Huat | Independent Non-Executive Director |
| Shamsul Kamar Bin Mohamed Razali | |
| (“Shamsul Kamar”) | Independent Non-Executive Director |
| Takehito Hirano | Non-Independent Non-Executive Director |
The principal functions of the Board, in addition to carrying out its statutory responsibilities, inter alia , are as follows:
-
(i) overseeing and approving strategic formulation of the Group’s overall long-term objectives and directions, taking into consideration sustainability issues, e.g. environmental and social factors;
-
(ii) overseeing and reviewing the management of the Group’s business affairs and financial controls, performance and resource allocation, including ensuring that the required financial and human resources are available for the Group to meet its objectives;
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 41
CORPORATE GOVERNANCE REPORT
-
(iii) monitoring the performance of Group’s management (“ Management ”) towards achieving organisational goals;
-
(iv) establishing a framework of prudent and effective controls to assess and manage risks and safeguard shareholders’ interests and the Group’s assets;
-
(v) reviewing and evaluating the adequacy and integrity of the Group’s internal controls, risk management and financial reporting systems;
-
(vi) identifying the key stakeholder groups and recognising that their perceptions affect the Company’s reputation;
-
(vii) considering sustainability issues including environmental and social factors in the formulation of the Group’s strategies;
-
(viii) setting the Company’s values and standards (including ethical standards and code of conduct), and ensuring proper accountability within the Group such that obligations to shareholders and other stakeholders are understood and met;
-
(ix) ensuring compliance with the Code, the Companies Act 1967 of Singapore (“ Companies Act ”), the Company’s Constitution, the Catalist Rules, accounting standards and other relevant statutes and regulations; and
-
(x) assuming the responsibilities for corporate governance.
All Directors exercise due diligence and independent judgment and are obliged to act in good faith and in the best interest of the Company, so as to enhance the long-term value of the Group to its shareholders. Each Director is required to promptly disclose any conflicts or potential conflicts of interest, whether direct or indirect, in relation to any transaction or matter discussed and contemplated by the Group. Where a potential conflict of interest arises, the Director concerned will recuse himself from discussions and decisions involving the issue of conflict and refrains from exercising any influence over other members of the Board in respect of the issue as well as abstain from participating in any Board decision.
All Directors are expected to objectively discharge their duties and responsibilities at all times as fiduciaries in the interests of the Company. In line with the Board’s enduring commitment to a high level of corporate governance, all Directors update the Board on a timely basis, through the Company Secretary, of interest in new companies that were not previously disclosed to the Board. Additionally, at the start of each financial year, all Directors submit a letter to the Company Secretary of all their interest in other companies to be read and acknowledged by the Board.
Newly appointed Directors will receive a formal letter explaining their duties and responsibilities and are provided an orientation (including site visits to the Group’s principal place of operations) and are briefed on, inter alia , the business operations including industry-specific information relating to the Group’s business, governance practices and regulatory requirements of the Group.
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The Directors are encouraged to constantly keep themselves abreast of the latest developments in regulatory, legal and accounting frameworks that are of relevance to the Group and attend appropriate courses and seminars that will be arranged and funded by the Company. The external auditors, during their presentation of the audit plan annually, will update the Directors on the new or revised financial reporting standards. Regular updates on developments and amendments to the Companies Act, corporate governance and listing rules are circulated by the Sponsor, the Company Secretary and the Company’s legal counsel to the Board.
The Directors also attend other appropriate courses and seminars to keep abreast with changes in regulations, financial reporting standards, continuing listing obligations as well as industry-related matters during FY2024. In accordance with Rule 406(3)(a) of the Catalist Rules, the Nominating Committee (“ NC ”) will ensure that any new Director appointed by the Board, who has no prior experience as a director of an issuer listed on the SGX-ST, must undergo mandatory training in the roles and responsibilities of a director as prescribed by the SGX-ST. There were no newly appointed Directors during FY2024.
In FY2024, briefings and updates provided to the Directors include but not limited to the following:-
-
Updates on the developments in financial reporting and governance standards, where relevant, by the external auditors of the Company to the Audit Committee and the Board;
-
Updates on business and strategies developments pertaining to the Group’s business by the Management to the Non-Executive Directors; and
-
Updates on news releases issued by the SGX-ST and the Accounting and Corporate Regulatory Authority.
All Board members have completed the mandated sustainability training course as required by the enhanced SGX sustainability reporting rules announced in December 2021.
As part of the Company’s continuing education for the Directors, the Management circulates to the Board, articles, reports and press release relevant to the Group’s business to keep Directors updated on current industry trends and issues.
Matters specifically reserved for the Board’s approval include corporate restructuring, mergers and acquisitions, major investments and divestments, material acquisitions and disposals of assets, major corporate policies on key areas of operations, major corporate actions such as share issuance, share buy-backs, the release of the Group’s half-year and full-year results, declaration of dividends and interested person transactions.
To assist in the execution of its responsibilities, the Board has, without abdicating its responsibility, established three Board Committees, comprising an Audit Committee (the “ AC ”), a Nominating Committee (“ NC ”) and a Remuneration Committee (the “ RC ”) (collectively, the “ Board Committees ”). These Board Committees function within clearly defined written terms of reference and operating procedures. The Board accepts that while these Board Committees have the authority to examine particular issues and report back to the Board with their decisions and recommendations, the ultimate responsibility on all matters lie with the Board. The terms of reference and further details of the activities of the Board committees in FY2024 are set out under the respective sections in this Report.
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The Board meets regularly on a half-yearly basis and ad-hoc Board Committee or Board meetings are convened when they are deemed necessary. The number of Board Committee and Board meetings held in FY2024 and each individual Directors’ attendance at such meetings is set out below:
| Director | No. of Meetings held and attended in FY2024 | No. of Meetings held and attended in FY2024 | No. of Meetings held and attended in FY2024 | No. of Meetings held and attended in FY2024 | No. of Meetings held and attended in FY2024 | |||
|---|---|---|---|---|---|---|---|---|
| Board | Audit Committee | Nominating Committee |
Remuneration Committee |
|||||
| Held | Attended | Held | Attended | Held | Attended | Held | Attended | |
| Danny Lim | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 1 |
| Gary Chin | 2 | 2 | – | – | 1 | 1 | – | – |
| Desmond Chin | 2 | 2 | – | – | – | – | – | – |
| Ong Eng Tiang | 2 | 2 | – | – | – | – | – | – |
| Lim Chong Huat | 2 | 2 | 2 | 2 | – | – | 1 | 1 |
| Shamsul Kamar | 2 | 2 | 2 | 2 | 1 | 1 | 1 | 1 |
| Takehito Hirano | 2 | 1 | – | – | – | – | – | – |
The Company recognises that the flow of relevant, complete and accurate information on a timely basis is critical for the Board to discharge its duties effectively. The Management provides the Board with half-yearly accounts, as well as relevant background or explanatory information relating to the matters that would be discussed at the Board meetings, prior to the scheduled meetings. All Directors are also furnished with updates on the financial position and any material developments of the Group as and when necessary. Directors may request to visit the Group’s operating facilities and meet with the Management to gain a better understanding of the Group’s business operations and corporate governance practices.
The Board may have informal discussions on matters requiring urgent attention, which would then be formally confi rmed and approved by circulating written resolutions. Ad-hoc meetings are also convened whenever circumstances require. The Constitution of the Company provides for Board and Board Committee meetings to be held by way of telephonic and videoconferencing. The Board committees may also make decisions by way of circulating written resolution.
All Directors are required to declare their board appointments. When a Director has multiple board representations, the NC will consider whether the Director is able to adequately carry out his/her duties as a Director of the Company, taking into consideration the Director’s number of listed company board representations and other principal commitments. Directors with multiple board representations must ensure that sufficient time and attention are given to the affairs of the Group.
The Board (whether individually or as a whole) has separate and independent access to the Management, internal auditors, external auditors and the Company Secretary at all times, and may seek independent professional advice, if necessary, at the expense of the Company. Key management and the Company’s auditors are invited to attend Board and Board Committees meetings to update and provide professional advice on specific issues if required. The Company Secretary attends all Board meetings and ensures that all Board procedures are followed. The Company Secretary also ensures that the Company complies with the requirements of the Companies Act 1967 of Singapore, and the Catalist Rules. The appointment and removal of the Company Secretary are subject to the approval of the Board as a whole.
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2. BOARD COMPOSITION AND GUIDANCE
- Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.
The Board consists of seven Directors, comprising three Executive Directors, three Independent Directors and one Non-Independent Non-Executive Director. The Independent Directors are Mr. Danny Lim, Mr. Lim Chong Huat and Mr. Shamsul Kamar. Mr. Takehito Hirano is a Non-Independent and NonExecutive Director of the Company.
As set out under the Code, an independent director is one who is independent in conduct, character and judgement, and has no relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interests of the company. The NC assess and review annually the independence of a Director bearing in mind the salient factors as set out under the Code and Practice Guidance, as well as all other relevant circumstances and facts.
Each Independent Director is required to complete a checklist annually to confirm his independence based on the provisions as set out in the Catalist Rules, the Code and the Practice Guidance. The NC adopts the Code’s definition of what constitute an “ independent ” director in its review. The NC takes into account, among other things, whether a Director has a business relationship with the Company, its related companies and its substantial shareholders, and if so, whether such relationships could interfere, or be reasonably perceived to interfere, with the exercise of the Director’s independent business judgment with a view to the best interests of the Company.
For FY2024, the Board considers Mr. Danny Lim, Mr. Lim Chong Huat and Mr. Shamsul Kamar to be independent on the following basis:
-
(a) The Independent Directors: (i) are not employed by the Company or any of its related corporations for the current or any of the past three financial years; and (ii) do not have an immediate family member who is employed or has been employed by the Company or any of its related corporations for the past three financial years, and whose remuneration on is determined by the RC.
-
(b) None of the Independent Directors has served on the Board beyond nine years from the date of first appointment.
-
(c) None of the Independent Directors and their immediate family member had in the current or immediate past financial year (i) provided or received material services or payments aggregated over any financial year in excess of S$50,000 for services other than compensation for board service; or (ii) was a substantial shareholder, partner, executive officer or a director of any organization which provided or received material services or payments aggregated over any financial year in excess of S$200,000 for services rendered.
-
(d) None of the Independent Directors are directly associated with a substantial shareholder of the Company.
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The independence of each Independent Non-Executive Director is assessed at least annually by the NC. Particular scrutiny is applied in assessing the continued independence of Directors having served beyond nine years from the date of his first appointment, with attention to ensuring their allegiance remains clearly aligned with shareholders’ interest. As of the date of this Report, there is no Independent Director who has served for an aggregate period of nine or more years from the date of his first appointment.
The Company has complied with the relevant provisions as the Board is made up of at least onethird of independent directors and a majority of non-executive directors. Hence, the Board and NC are satisfied that the Board is able to exercise independent and objective judgment on corporate affairs and provide the Management with a diverse and objective perspective on issues.
The composition of the Board and Board Committees is reviewed on an annual basis by the NC to ensure that the Board and the Board Committees has the appropriate mix of expertise and experience, and collectively possesses the necessary core competencies for effective functioning and informed decision-making. The Company’s Board Diversity Policy endorses the principle that its Board should have a balance of skills, knowledge, experience and diversity of perspectives appropriate to its business so as to mitigate against groupthink and to ensure that the Group has the opportunity to benefi t from all available talents to meet the strategic needs of the business and nature of the environment which the Company operates. This will contribute to the formation of a strong organisation and bring the competitive advantage, robust understanding of opportunities, issues and risks, inclusion of different concepts, ideas and relationships, enhanced decision-making and dialogue, and heightened capacity for oversight of the Company and its governance. In reviewing Board composition and succession planning, the NC considers the benefi ts of all aspects of diversity, including diversity of background, experience, gender, age and other relevant factors. These differences will be considered in determining the optimum composition of the Board and when possible, should be balanced appropriately. The Board is mindful that diversity is not specifi c to gender or certain personal attributes but would extend to sectorial diversity, diversity as to experience and skills across various disciplines to ensure that diversity would enhance the long-term success of the Group. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board.
The current Board composition provides a diversity of skills, experience and knowledge to the Company as follows:
Balance and Diversity of the Board
| Balance and Diversity of the Board | Balance and Diversity of the Board | Balance and Diversity of the Board |
|---|---|---|
| Number of Directors |
Proportion of Board (%) |
|
| Core Competencies | ||
| - Accounting/Finance/Legal/Corporategovernance | 6 | 86 |
| - Industry/Customer based knowledge or experience | 6 | 86 |
| - Strategicplanningexperience | 6 | 86 |
| Gender | ||
| - Male | 7 | 100 |
| - Female | – | – |
| Age | ||
| >60 | 1 | 14 |
| 51-60 | 6 | 86 |
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The Board as a whole comprises members with core competencies in accounting and finance, legal, business and management experience, industry knowledge, strategic planning and customer-based experience and knowledge. This enables the Management to benefit from the external and expert perspectives of the Directors who constructively challenge key issues and strategies put forth by Management.
The NC, with concurrence of the Board, is of the opinion that the Board’s present size and composition to be appropriate for the Company’s needs and nature of the operations, with an objective of achieving a good mix and diversity of skills, experiences, gender and knowledge of the business to ensure that the Board will be able to make satisfactory and independent decisions regarding the affairs of the Company.
The Independent Non-Executive Directors participate actively in Board meetings. With their professional expertise and competency in their respective fields in the legal, finance, accounting and commercial sectors, collectively, the Independent Non-Executive Directors provide constructive advice and guidance for effective discharge by the Board of its principal functions over the Group’s strategies, businesses and other affairs.
The Non-Executive Directors and/or Independent Directors meet among themselves without the presence of the Management at least once a year. The Independent Directors communicate regularly to discuss matters related to the Group, including, inter alia , the performance of the Management. During FY2024, the Independent Directors, communicated among themselves without the presence of Management as and when the need arose. Where appropriate, the Independent Directors provide feedback to the Board after such meetings.
The profiles of the Directors are set out on pages 10 to 13 of this Annual Report.
3. CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.
Mr. Danny Lim holds the position as Chairman of the Board while Mr. Gary Chin is the Chief Executive Officer (“ CEO ”) of the Company. Both positions are held by separate individuals to ensure an appropriate balance of power, increased accountability and greater capacity for independent decisionmaking.
The overall role of the Chairman is to lead and ensure the effectiveness of the Board which includes:-
-
(a) promoting a culture of openness and debate at the Board;
-
(b) facilitating the effective contribution of all directors;
-
(c) encouraging constructive relations between the Board and Management as well as between the executive directors and independent directors;
-
(d) promoting high standards of corporate governance with full support of the Board, the Management and the Company Secretaries; and
-
(e) ensuring effective communication with shareholders.
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There is a clear division between the leadership of the Board and the CEO. The CEO is responsible for the day-to-day operations of the Group, as well as to carry out the Board’s decisions. The Chairman and the CEO are not related.
As the Chairman is a separate independent individual, there is no need for a lead independent director to be appointed.
4. BOARD MEMBERSHIP
- Principle 4: The Board has a formal and transparent process for the appointment and reappointment of directors, taking into account the need for progressive renewal of the Board.
The NC is responsible for making recommendations on all board appointments and re-nominations, having regard to the contribution and performance of the Director seeking re-election.
The NC comprises Mr. Danny Lim, Mr. Gary Chin and Mr. Shamsul Kamar. The chairman of the NC is Mr. Shamsul Kamar. A majority of the NC, including the chairman, is independent.
The written terms of reference of the NC have been approved and adopted. The key responsibilities of the NC are:
-
(a) review the structure, size and composition (including skills, qualifications, experience and diversity) of the Board and Board Committees and recommend changes, if any, to the Board;
-
(b) nominate director (including Independent Directors) taking into consideration each Directors’ contribution, performance and ability to commit sufficient time, resources and attention to the affairs of our Group including their principal occupation and board representations in other companies;
-
(c) review and recommend the appointment and re-appointment of Directors (including alternate directors, if applicable);
-
(d) determine annually whether or not a Director (including alternate director) of the Company is independent having regard to the Code and any other salient factors;
-
(e) develop a process for evaluating the effectiveness and performance of the Board and its committees; and propose objective performance criteria, as approved by the Board, that allow comparison with the industry peers (if available) and address how the Board has enhanced long term shareholders’ value;
-
(f) assess the performance of the Board as a whole and contribution of each Director to the effectiveness of the Board;
-
(g) recommend the membership of the Board committees to the Board;
-
(h) review of succession plans for Board Chairman, Directors, CEO and key management personnel (“ KMP ”) of the Company;
48 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
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-
(i) review and decide, in respect of a Director who has multiple board representations on various companies, whether or not, such Director is able to and has been adequately carrying out his duties as a Director, having regard to the competing time commitments that are faced by the Director when serving on multiple boards and discharging his duties towards other principal commitments;
-
(j) determine and recommend to the Board on the maximum number of listed company board representations which any Director may hold;
-
(k) review of training programmes for the Board and assist with similar programmes for the Board Committees;
-
(l) review and approve any new employment of persons related to the Director(s) and substantial shareholder(s), and the proposed terms of their employment;
-
(m) keep up to date with developments in corporate governance initiatives, changes to relevant legislations, strategic issues and commercial changes that may affect the company and the industry in which it operates; and
-
(n) other acts as may be required by the Singapore Exchange Securities Trading Limited and the Code of Corporate Governance from time to time.
Having made its review on an annual basis, taking into consideration the checklist provided by the Independent Directors as mentioned under Principle 2 above, the NC has affirmed that Mr. Danny Lim, Mr. Lim Chong Huat and Mr. Shamsul Kamar have satisfied the criteria for independence. Each of the Independent Directors has also confirmed his independence.
The Company does not have a formal criterion of selection for the appointment of new Directors to the Board. When a vacancy arises under any circumstance, either as part of the Board renewal process or where it is considered that the Board would benefit from the services of a new director with particular skills, the NC, in consultation with the Board, will determine the selection criteria and will select candidates with the appropriate expertise and experience for the position. The NC and Board will also consider the principles of the Board Diversity Policy in place during its search for a new Director. In its search and nomination process for new directors, the NC may rely on search companies, personal contacts and recommendations for the right candidates. The NC will conduct reference checks, meet up with the candidates and assess their suitability prior to making recommendations to the Board. Furthermore, the Board will also conduct thorough checks on candidates’ background and experience, especially on any record of public reprimand and criminal record. Shortlisted candidates will then meet up with the other Board members before the Board approves the appointment.
Board appointments are made by the Board after the NC has, upon reviewing the resume of the proposed Director and conducting appropriate interviews, recommended the appointment to the Board and the Board approving the appointment. Pursuant to the Constitution of the Company, each Director is required to retire at least once every three years by rotation, and all newly appointed Directors who are appointed by the Board are required to retire at the next annual general meeting following their appointment. The retiring Directors are eligible to offer themselves for re-election.
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The dates of initial appointment together with their directorships in other listed companies and principal commitments, are set out below:
| Director | Position | Date of initial appointment |
Date of last re- appointment |
Current directorships in listed companies |
Other Principal Commitments (outside the Group) |
|---|---|---|---|---|---|
| Danny Lim | Independent Non- Executive Director & Chairman of the Board |
31 December 2019 |
28 April 2023 | Kimly Limited Stamford Land Corporation Limited Choo Chiang Holdings Ltd ValueMax Group Limited |
Rajah & Tann Singapore LLP |
| Gary Chin | Executive Director and Chief Executive Offcer |
2 February 2016 |
29 April 2022 | – | – |
| Desmond Chin |
Executive Director |
9 June 2016 | 28 April 2023 | – | – |
| Ong Eng Tiang |
Executive Director |
9 June 2016 | 30 April 2024 | – | – |
| Lim Chong Huat |
Independent Non- Executive Director |
1 June 2023 | 30 April 2024 | Samurai 2K Aerosol Limited |
Chong Hua Tong Tou Teck Hwee Coseclinic group of companies Milant & Associates LLP Toa Payoh West- Thomson Citizen Consultation Committee |
| Shamsul Kamar |
Independent Non- Executive Director |
1 June 2021 | 29 April 2022 | G.H.Y Culture & Media Holding Co., Limited |
Aljunied GRC GROs (Kaki Bukit) Education Services Union SK Asia Consulting Pte Ltd Thye Hua Kwan Moral Charities Limited |
50 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
| Director | Position | Date of initial appointment |
Date of last re- appointment |
Current directorships in listed companies |
Other Principal Commitments (outside the Group) |
|---|---|---|---|---|---|
| Takehito Hirano |
Non- Independent Non- Executive Director |
16 October 2018 |
30 April 2024 | Fullcast Holdings Co., Ltd. (Listed on Tokyo Stock Exchange) |
F-Plain Corporation Hirano Associates Co., Ltd D.League.inc GLOBEAT Japan Inc. |
Mr. Gary Chin, Dr. Desmond Chin and Mr. Shamsul Kamar will retire at the forthcoming annual general meeting (“ AGM ”) pursuant to Regulation 117 of the Company’s Constitution. Mr. Gary Chin, Dr. Desmond Chin and Mr. Shamsul Kamar had offered themselves for re-election at the forthcoming AGM. The NC, having considered Mr. Gary Chin, Dr. Desmond Chin and Mr. Shamsul Kamar’s overall contribution and performance, had recommended their re-election to the Board and the Board has concurred with the NC’s recommendation. Please refer to the section entitled “ Disclosure of Information on Directors Seeking Re-election ” of this Annual Report for the information as set out in Appendix 7F to the Catalist Rules.
As explained in Principle 1 above, the Directors are provided a formal letter detailing their duties and responsibilities to the Company. When a Director has multiple board representations, the NC also considers whether or not the Director is able to and has adequately carried out his duties as a Director of the Company. The NC is satisfied that sufficient time and attention has been given by the Directors to the affairs of the Company at the Board meetings, Board committees’ meetings and/or discussion sections. The NC is of the view that the matter relating to multiple board representations should be left to the judgement of each Director given that time requirements for different board representations vary. As such, the NC and the Board have decided that there is no necessity to determine the maximum number of listed company board representations which a Director may hold at this point in time.
Each member of the NC has abstained from reviewing and voting on any resolution relating to the assessment of his performance and independence, or his re-nomination as Director, or in any matter where he has an interest. The Company does not have any alternate Director on Board currently and none of the Directors hold shares in the subsidiaries of the Company.
The key information regarding the Directors are set out on pages 10 to 13 and pages 66 to 74 of this Annual Report.
5. BOARD PERFORMANCE
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.
The Board’s performance is linked to the overall performance of the Group. The Board ensures that the Company is in compliance with the applicable laws, and members of our Board are required to act in good faith, with due diligence and care, and in the best interests of the Company and its shareholders.
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On an annual and formal basis, the NC assesses the effectiveness of the Board as a whole and the contribution by each Director (including the Chairman) to the effectiveness of the Board as well as the effectiveness of the Board Committees.
For the financial year under review, each individual Director has completed assessment checklists with a set of proposed performance criteria determined by the NC which includes matters such as the Board’s structure, conduct of Board and Board Committee meetings, risk management and internal control, as well as the Board’s relationship with the Management. The NC also assesses the Board’s performance based on a set of quantitative criteria and financial performance indicators as well as share price performance. The completed assessment checklists are submitted to the Company Secretary for collation and the results are presented to the NC for their review. Individual Director’s performance through self-assessment and peer review by completing the Individual Director Assessment Checklist and Director Peer Performance Evaluation Forms, which takes into consideration factors such as commitment of time for meetings, level of participation and contribution at such meetings and the technical knowledge of the Directors.
The performance criteria are not subject to changes from year to year. Nonetheless, where circumstances deem it necessary for any of the criteria to be changed, the Board will justify such changes.
The Board and the NC have endeavoured to ensure that Directors appointed to the Board possess the background, experience, business knowledge, finance and management skills critical to the Group’s business. They also ensure that each Director, with his unique skillsets, contributes to the Board by bringing with him an independent and objective perspective of matters to enable balanced and wellconsidered decisions to be made.
The Company did not engage any external facilitator for the evaluation process during FY2024. Where necessary, the NC will consider such an engagement.
6. REMUNERATION MATTERS
- Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.
The RC makes recommendations to the Board on the framework of remuneration, and the specific remuneration packages for each Director. The RC comprises Mr. Danny Lim, Mr. Lim Chong Huat and Mr. Shamsul Kamar all of whom are Independent Non-Executive Directors. The chairman of the RC is Mr. Danny Lim.
The terms of reference of the RC have been approved and adopted. The key responsibilities of the RC are:
-
(a) recommend to the Board a remuneration policy/framework for the Directors and KMPs;
-
(b) recommend to the Board the specific remuneration packages for each director as well as for the KMPs;
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-
(c) review the remuneration of employees related to the directors and substantial shareholders to ensure that their remuneration packages are in line with the staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities;
-
(d) review and consider all aspects of remuneration and remuneration policy for directors and KMPs, including termination terms and payments, to ensure they are fair;
-
(e) review the design of all long-term and short-term incentive plans for directors and KMPs for approval by the Board and/or shareholders;
-
(f) work and liaise, as necessary, with all other Board Committees on any other matters connected with remuneration;
-
(g) keep up to date with developments in corporate governance initiatives, changes to relevant legislations, strategic issues and commercial changes that may affect the company and the industry in which it operates; and
-
(h) other acts as may be required by the Singapore Exchange Securities Trading Limited and the Code from time to time.
The members of the RC are familiar with executive compensation matters as they manage their own businesses and/or are holding other senior positions and directorships. The RC has access to expert advice regarding executive compensation matters, if required.
The RC’s recommendations will be submitted for endorsement by the Board. No member of the RC or any Director is involved in deciding his own remuneration.
The RC review the Company’s obligations arising in the event of termination of the Executive Directors and KMP’s contracts of services, to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous with an aim to be fair and avoid rewarding poor performance.
The RC from time to time and where necessary will seek advice from the external remuneration consultant in framing the remuneration policy and determining the level and mix of remuneration for Directors and KMPs. The Board did not engage any external remuneration consultant to advise on remuneration matters for FY2024. None of the members of the RC or any Director is involved in deliberations in respect of any remuneration, compensation or any form of benefits to be granted to him.
7. LEVEL AND MIX OF REMUNERATION
- Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.
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In setting remuneration packages, the RC takes into account pay and employment conditions within the same industry and in comparable companies, as well as the Group’s relative performance and the performance of individual Directors and KMPs. The remuneration package is designed to allow the Company to better align the interests of the Executive Directors and KMPs with those of shareholders and link rewards to corporate and individual performance.
The Non-Executive and Independent Directors receive Directors’ fees for their effort and time spent, responsibilities and level of contribution to the Board and Board Committees and are subject to shareholders’ approval at AGM. The RC also ensures that the Independent Director should not be overcompensated to the extent that their independence is compromised.
The Company has entered into fixed-term service agreements with the Executive Directors, namely Dr. Desmond Chin, Mr. Gary Chin and Mr. Ong Eng Tiang. The service agreements are valid for an initial period of three years with effect from the date of admission of the Company to the Catalist. Subsequent to the expiry of the initial period of three years, the employment of Dr. Desmond Chin, Mr. Gary Chin and Mr. Ong Eng Tiang have been renewed for three years from 1 July 2022 on such terms and conditions as the parties agreed in writing. Following the period of three years, either party may terminate the service agreements at any time by giving the other party not less than six months’ notice in writing.
The Company has also entered into separate employment contracts with the KMPs which provides for remuneration payable to them, annual leave entitlement and termination arrangements.
Remuneration for the Executive Directors comprises a basic salary component as well as fixed and variable incentive bonus component that is based on the performance of the Group as a whole and the ability to meet certain profit targets. KMPs are paid basic salary and performance bonus is based on a yearly appraisal. All revisions to the remuneration packages for the Directors and KMPs are subjected to the review by and approval of the RC and the Board. Directors’ fees are further subjected to the approval of the shareholders at the AGM. For FY2025, Directors’ fees of S$149,000, payable quarterly in arrears is recommended by the Board and is subject to the approval of shareholders at the forthcoming AGM of the Company.
Both the Advancer Global Employee Share Option Scheme (the “ Advancer Global ESOS ”) and Advancer Global Performance Share Plan (the “ Advancer Global PSP ”) form an integral component of the compensation plan and are designed primarily to reward and retain the Executive Directors, Non-Executive Directors (including the Independent Directors) and employees whose services are vital to Group’s well-being and success. The RC is responsible for administering the Company’s Advancer Global ESOS and Advancer Global PSP.
8. DISCLOSURE ON REMUNERATION
Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation. The compensation packages for employees including the Executive Directors and the KMPs comprised a fi xed component (in the form of a basic salary) and a variable component (normally consist of cashbased annual bonus) and benefi ts-in-kind, where applicable, considering amongst other factors, the individual’s performance, the performance of the Group and industry practices.
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When determining the fi xed and variable components, the individual performance is taken into consideration and remuneration recommendations are reviewed by the RC in the light of any annual guidance from the National Wages Council and competitive market benchmarks. This is further reviewed along with the Group’s performance, taking into consideration the pre-defi ned key performance indicators (including fi nancial and non-fi nancial targets) achieved by the Group based on its short- and long-term objectives. The Board exercises its discretion and independent judgment in ensuring that there is a balance between business and risk taking and that the amount and mix of compensation are aligned with the interests of shareholders and promote the long-term success of the Group.
The Company only has 2 KMPs (who are not Directors or the CEO) during FY2024 and their remuneration is disclosed in bands of S$250,000.
The level and mix of remuneration paid or payable to the Directors and KMPs for FY2024 are set out as follows:
| Salary & | Bonus & | Director’s | Other | ||
|---|---|---|---|---|---|
| CPF | CPF | Fee(1) | Benef ts | Total | |
| S$ | S$ | S$ | S$ | S$ | |
| Directors | |||||
| Gary Chin | 361,382 | 90,558 | – | – | 451,940 |
| Ong Eng Tiang | 313,039 | 82,836 | – | – | 395,875 |
| Desmond Chin | 322,516 | 82,836 | – | – | 405,352 |
| Danny Lim | – | – | 43,000 | – | 43,000 |
| Lim Chong Huat | – | – | 38,000 | – | 38,000 |
| Takehito Hirano | – | – | 30,000 | – | 30,000 |
| Shamsul Kamar | – | – | 38,000 | – | 38,000 |
| Salary & | Bonus & | Director’s | Other | ||
| CPF | CPF | Fee(1) | Benef ts | Total | |
| Remuneration Bands | % | % | % | % | % |
| Key Management | |||||
| S$250,000 to below S$500,000 | |||||
| Francis Chin | 92 | 8 | – | – | 100 |
| Below S$250,000 | |||||
| Kelvin Tong | 91 | 9 | – | – | 100 |
Note:
(1) Directors’ fees have been approved by the shareholders of the Company at the AGM held on 30 April 2024.
The aggregate remuneration paid to the KMPs of the Company (who are not Directors or CEO) in FY2024 amounted to approximately S$489,105.
There are no termination, retirement or post-employment benefits that are granted to the Directors, CEO and the KMPs of the Group.
55
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CORPORATE GOVERNANCE REPORT
Save as disclosed below, there were no employees of the Company who are substantial shareholders or are immediate family members of any Director, the CEO or a substantial shareholder and whose remuneration exceeded S$100,000 during FY2024.
| Salary & | Bonus & | ||
|---|---|---|---|
| CPF | CPF | Total | |
| Remuneration Bands | % | % | % |
| S$200,001 to S$300,000 | |||
| Francis Chin(1) | 92 | 8 | 100 |
| $100,000 to S$200,000 | |||
| Chin Chwee Hwa(1) | 93 | 7 | 100 |
| Chin Yin Yee, Stanley(2) | 90 | 10 | 100 |
Note:
-
(1) Francis Chin and Chin Chwee Hwa are the siblings of Desmond Chin (Executive Director and substantial shareholder) and Gary Chin (Executive Director, CEO and substantial shareholder). Francis Chin is Head of Employment Services while Chin Chwee Hwa is a director at World Clean Facilities Services Pte. Ltd..
-
(2) Chin Yin Yee, Stanley is the son of Chin Chwee Hwa and nephew of Desmond Chin (Executive Director and substantial shareholder) and Gary Chin (Executive Director, CEO and substantial shareholder). Chin Yin Yee, Stanley is the Head of Business Development at SRE Global Pte. Ltd.
The Company had adopted the Advancer Global ESOS and Advancer Global PSP. The RC’s duties include the administration of the Advancer Global ESOS and Advancer Global PSP.
The aggregate number of shares or options over which the RC may grant on any date, when added to the number of shares issued and issuable or transferred and to be transferred in respect of all options granted under the Advancer Global ESOS and the number of shares issued and issuable or transferred and to be transferred in respect of all options or awards granted under any other share option schemes or share schemes of our Company, including the Advancer Global PSP, shall not exceed 15% of the total number of issued shares (excluding shares held by our Company as treasury shares and subsidiary holdings) on the day immediately preceding the date on which an offer to grant an option is made.
The exercise price of the options shall be fixed by the RC at:
-
(a) the Market Price (as defined below); or
-
(b) a price which is set at a discount to the Market Price, the quantum of such discount to be determined by the RC in its absolute discretion, provided that the maximum discount which may be given in respect of any option shall not exceed 20% of the Market Price in respect of that option.
Market Price is the average of the last dealt prices for a share determined by reference to the daily Official List published by the SGX-ST for a period of 5 consecutive market days immediately prior to the relevant offer date provided always that in the case of a market day on which the shares are not traded on the SGX-ST, the last dealt price for shares on such market day shall be deemed to be the last dealt price of the shares on the immediately preceding market day on which the shares were traded.
56 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
As at the date of this Report, there were no outstanding share options granted to employees (not being a director or substantial shareholder).
Since the commencement of the Advancer Global ESOS, there were no share options granted to the Directors, controlling shareholders and their associates, nor did any participant receive 5% or more of the total number of options available under the Advancer Global ESOS.
Under the Advancer Global PSP, the maximum number of shares issuable or to be transferred by our Company pursuant to awards granted under the Advancer Global PSP on any date, when aggregated with the aggregate number of shares over which options or awards are granted under any other share option schemes or share schemes of our Company, will be 15% of our Company’s total number of issued shares (excluding shares held by our Company as treasury shares and subsidiary holdings) on the day preceding that date. No share awards have been issued since the commencement of the Advancer Global PSP to date.
9. RISK MANAGEMENT AND INTERNAL CONTROLS
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interest of the company and its shareholders.
The Board acknowledges that it is responsible for the overall internal control framework but recognises that no cost-effective control system will preclude all errors and irregularities, as a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable and not absolute assurance against material misstatement or loss.
The Group has implemented a system of internal controls designed to provide reasonable but not absolute assurance that assets are safeguarded, proper accounting records are maintained, operational controls are adequate and business risks are suitably managed. The Board oversees the Management in the design, implementation and monitoring of the risk management and internal control systems and reviews the adequacy and effectiveness of such systems at least annually.
The AC has appointed CLA Global TS Risk Advisory Pte. Ltd. (“ CLA Global TS ”) as internal auditors (“ IA ”) to perform a review of the internal controls of the Group in accordance with the Standards for the Professional Practice of Internal Auditing laid down by the International Professional Practices Framework issued by the Institute of Internal Auditors. For FY2024, the internal audit review focused on the sales, procurement, cash and bank management for the pest control and landscaping businesses of the Group as well as the sustainability reporting process. No high-risk items were noted in the review. The findings from the review performed by the IA, including any material non-compliance or lapses in internal controls, together with recommendations for improvement, are reported to the AC and the Board. Timely and proper implementation of all required corrective, preventive or improvement measures are closely monitored by the AC. CLA Global TS is part of CLA Global, which currently ranks among the top 15 global accounting and advisory organizations in the world. CLA Global TS possesses vast experience in providing internal audits, risk management services and advisory services in the region. The current engagement team assigned comprises 3 members and is led by the engagement director who is a Chartered Accountant (Singapore), a member of the Institute of Internal Auditors (Singapore) and has more than 12 years of experience performing internal audits for listed companies. Considering the above, the AC is of the view that the IA function is independent, effective and adequately resourced.
57
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The Board and the AC work closely with the IA, external auditors and the Management to institute, execute and monitor relevant controls with a view to enhance the Group’s risk management system. Having considered the scale of the Group’s operation and current existing risk management and internal control system, the Board is of the view that no separate Board risk committee is required for the time being as the Board is currently assisted by the AC, internal and external auditors in carrying out its responsibility of overseeing the Group’s risk management framework and policies.
The Board has received assurance from (a) the CEO and the Chief Financial Officer (“ CFO ”) that the financial records have been properly maintained and the financial statements for the financial year ended 31 December 2024 give a true and fair view of the Company’s operations and finances; and (b) the CEO, Executive Directors and the CFO that the Company’s risk management and internal control systems in place is adequate and effective in addressing the material risks in the Company in its current business environment including material financial, operational, compliance and information technology controls, and risk management systems.
Based on the assurance from the CEO, Executive Directors and CFO referred to in the preceding paragraph, the various internal controls put in place by the Group, the work performed and reports submitted by the internal auditors of the Group and the reviews carried out by the Board and the AC, the Board, with the concurrence of the AC, is of the opinion that the risk management and internal control systems of the Group, addressing financial, operational, compliance and information technology controls, were adequate and effective as at 31 December 2024.
An overview of the key risks, the extent of the Group’s exposure and the approach to managing these risks are set out on pages 150 to 161 of the Annual Report.
10. AUDIT COMMITTEE
Principle 10: The Board has an Audit Committee which discharges its duties objectively.
The AC comprises Mr. Lim Chong Huat, Mr. Shamsul Kamar and Mr. Danny Lim, all of whom are Independent Non-Executive Directors. The chairman of the AC is Mr. Lim Chong Huat. No former partner or Director of the Company’s existing audit firm or auditing corporation is a member of the AC and none of them have financial interest in the Company’s existing auditing or auditing corporation. The members of the AC have sufficient accounting or financial management expertise, as interpreted by the Board in its business judgment, to discharge the AC’s functions.
The written terms of reference of the AC have been approved and adopted. The key responsibilities of the AC include:
-
(a) review with the external auditors the audit plans, their evaluation of the system of internal controls, their audit report, their management letter and the management’s response thereto;
-
(b) review with the internal auditors the internal audit plans, which includes a review of the interested person transactions including the guidelines and procedures for the monitoring of all such transactions, and their evaluation of the adequacy of our internal control (including the effectiveness of the procedures in relation to compliance with the rules and regulations applicable to the Group’s operations), accounting system and the management’s response before submission of the results of such review to the Board for approval prior to the incorporation of such results in the Company’s annual report (where necessary);
58 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
-
(c) review the half yearly and annual consolidated financial statements and any formal announcements relating to the Group’s financial performance, and discuss on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, significant reporting issues and judgements, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements, concerns and issues arising from their audits including any matters which the auditors may wish to discuss in the absence of management to ensure the integrity of the consolidated financial statements and the announcements relating the Group’s financial performance, where necessary, before submission to the Board for approval;
-
(d) review the internal control and procedures and ensure co-ordination between the external and internal auditors and the Management, and review the assistance given by the Management to the auditors, and discuss problems and concerns, and any matters which the auditors may wish to discuss in the absence of the Management, where necessary;
-
(e) review and report to the Board at least annually on the adequacy and effectiveness of the Company’s risk management and internal controls;
-
(f) review and discuss with the external and internal auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position, and the Management’s response;
-
(g) review the independence and objectivity of the external and internal auditors, considering the non-audit services provided by them, as well as consider the appointment or re-appointment of the external and internal auditors and matters relating to resignation or dismissal of the auditors, including approving the remuneration and terms of engagement of the external and internal auditors;
-
(h) make recommendations to the Board on the proposals to the Shareholders with regard to the appointment, re-appointment and removal of external and internal auditors, and approve the remuneration and terms of engagement of the auditors;
-
(i) review all interested person transactions and determine methods or procedures for checking that the transaction prices are adequate for transactions to be carried out on normal commercial terms, and that they will not prejudice the company or its minority shareholders.
-
(j) review potential conflicts of interests (if any) and to set out a framework to resolve or mitigate any potential conflicts of interest;
-
(k) review key financial risk areas and key audit matters, with a view to providing an independent oversight on the Group’s financial reporting, the outcome of such review to be disclosed in the annual reports or if the findings are material, immediately announced via SGXNet;
-
(l) review all hedging policies and instruments, if any, to be implemented by the Group;
-
(m) undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of the AC;
59
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-
(n) review the policy and procedures by which the employees may, in confidence, raise concerns to the chairman of the AC on possible improprieties in matters of financial reporting or other matters, and ensure that there are arrangements in place for the independent investigations of such matter and for appropriate follow-up in relation thereto;
-
(o) review the Company’s programmes and policies to identify and prevent fraud as well as work with management to oversee the establishment of appropriate controls and anti-fraud programmes;
-
(p) review and discuss with investigators, any suspected fraud, irregularity, or failure of internal controls or suspected infringement of any relevant laws, rules or regulations of the jurisdictions in which the Group operates, which has or is likely to have a material impact on our Group’s operating results or financial position, and our Management’s response thereto;
-
(q) review the adequacy and effectiveness of the risk management and internal control (including financial, operational, compliance and information technology controls), and states whether the AC concurs with the Board’s comment on adequacy and effectiveness of the company’s internal controls and risk management systems. These may include reviewing management and/ or assurance provider reports to highlight significant findings and recommendations, including management’s responses;
-
(r) review the assurance provided by the CEO and CFO on the financial records and financial statements;
-
(s) review the assurance provided by the CEO and other KMPs on the effectiveness of risk management and internal controls; and
-
(t) review of Group’s compliance with such functions and duties as may be required under the relevant statutes or the Listing Manual, including such amendments made thereto from time to time.
The AC has full authority to investigate any matter within its terms of reference, full access to and cooperation from the Management, and full discretion to invite any Director, executive officer or other employee of the Group to attend its meetings and is given reasonable resources to enable it to discharge its functions properly and effectively.
During FY2024, the external auditors and internal auditors were invited to attend the AC meetings to present their audit plan and audit findings to the AC. The AC has met with the external and internal auditors without the presence of the Management, once during FY2024.
The external auditors update the AC on any changes in accounting standards impacting the financial statements of the Group before an audit commences. Significant matters that were discussed with the Management and the external auditors have been included as key audit matters as set out in the Auditors’ Report for FY2024.
60 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
The following key audit matter was discussed between external auditors and Management, and reviewed by the AC.
| Key Audit Matter | How the AC reviewed these matters and what decisions were made |
|---|---|
| Impairment Assessment on Goodwill |
The AC has considered and is satisfied with the approach and methodology applied to the valuation model in goodwill impairment assessment as well as the assessment for indicators of impairment of intangible assets. The external auditors shared their approach to the impairment review as part of their presentation of the detailed audit plan and fnal audit fndings. The impairment review is an area of focus for the external auditors. The external auditors has included it as a key audit matter in the independent auditors’ report for the fnancial year ended 31 December 2024. Please refer to page 81 of this Annual Report. |
The fees paid and payable by the Company to the external auditors, Forvis Mazars LLP in FY2024 for audit and non-audit services amounted to S$283,000 and S$47,000 respectively. The AC, having undertaken a review of all non-audit services provided by the external auditors which relate to taxation services and financial due diligence services provided to the Group, is of the opinion that such services would not affect the independence of the external auditors. In reviewing the nomination of Forvis Mazars LLP for reappointment for the financial year ending 31 December 2025, the AC and the Board are satisfied with the standard and quality of work performed by Forvis Mazars LLP and have recommended the nomination of Forvis Mazars LLP for reappointment as external auditors of the Company for the ensuing year be tabled for shareholders’ approval at the forthcoming AGM.
The Company has complied with Rules 712 and 715 of the Catalist Rules in relation to its external auditors for FY2024.
The AC reviewed the financial statements of the Group and the Company before submitting them to the Board for its approval and the announcement of the financial results. The AC also reviewed and monitored the Group’s and the Company’s financial condition, internal and external audits, and the effectiveness of the Group’s and the Company’s system of accounting and internal controls.
The internal auditors report directly to the AC. The AC approves the engagement, removal, evaluation and compensation of the internal auditors. The internal auditors have full access to the Company’s documents, records, properties and personnel. The AC is satisfied that the internal audit firm is staffed by suitably qualified and experienced persons. The internal audit plan is submitted to the AC for approval prior to the commencement of the internal audit.
The Group has put in place a whistle blowing framework, endorsed by the AC, which provides the mechanisms where employees may, in confi dence, raise concerns or observations about possible corporate malpractices and improprieties in fi nancial reporting or other matters directly to Mr. Lim Chong Huat, Chairman of the AC. Details of the whistle blowing policies, together with the dedicated whistle blowing communication channels (such as email address and telephone contacts) have been made available to all employees. It has a well-defi ned process which ensures independent investigation of issues/concerns raised and appropriate follow-up action and provides assurance that employees will be protected from reprisal within the limits of the law or victimisation for whistle blowing in good faith. Anonymous reporting will also be attended to and anonymity honoured.
The whistle blowing policy and procedures are reviewed by the AC from time to time to ensure that they remain relevant.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 61
CORPORATE GOVERNANCE REPORT
The AC reports to the Board on such matters at the Board meetings. Should the AC receive reports relating to serious offences and/or criminal activities in the Group, the AC and the Board have access to the appropriate external advice where necessary. Where appropriate or required, a report shall be made to the relevant government authorities for further investigation or action.
There was no reported incident pertaining to whistle blowing during FY2024 and until the date of this Annual Report.
11. SHAREHOLDERS RIGHTS AND CONDUCT OF GENERAL MEETINGS
- Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’ rights and have the opportunity to communicate their views on matters affecting the company. The company gives shareholders a balanced and understandable assessment of its performance, position and prospects.
The Board strongly encourages shareholders to participate in and vote at general meetings. Shareholders are informed on a timely basis of general meetings through notices published in the newspapers and through reports or circulars sent to all shareholders.
The Company tables separate resolutions at general meetings on each distinct issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions are “ bundled ”, the Company explains the reasons and material implications in the notice of meeting. Each item of special business included in the notice of the meeting is accompanied, where appropriate, by an explanation or circular in respect of the proposed resolution. A proxy form is sent with the notice of general meeting to the shareholders. The resolutions will be put to vote by poll and an announcement of the results showing the number of votes cast for and against each resolution and the respective percentages for general meetings will be made subsequent to the meeting.
The Company encourages shareholders’ participation at general meetings and all shareholders are given the opportunity to voice their views and to direct queries regarding the Group to Directors, including the chairman of each of the Board Committees. All Directors and the Company’s external auditors were present at the last AGM held on 30 April 2024.
The Constitution of the Company currently allows a member of the Company who is not a relevant intermediary to appoint up to two proxies and for a member who is a relevant intermediary to appoint more than two proxies to attend and vote at general meetings.
For the upcoming AGM, voting at the AGM is either in-person or by proxy. Shareholders who wish to vote on any or all of the resolutions at the AGM by proxy, may appoint the Chairman of the Meeting or their designated proxies as their proxy at the AGM by completing the proxy form for the AGM, and submitted the proxy form by post or by email to the Company seventy-two (72) hours before the AGM.
For the time being, the Company has decided not to allow for absentia voting methods such as by mail, email and fax at the general meetings due to concerns over the authentication of shareholders’ identity. Voting in absentia by mail, email or fax will only be permitted when the security, integrity and other pertinent issues are satisfactorily resolved.
The minutes of general meetings of shareholders recording substantial and relevant comments or queries from shareholders relating to the agenda of the general meeting and responses from the Board and Management are available on the Company’s website. The Company will publish the minutes of the AGM on SGXNet within one (1) month from the date the AGM is held.
62 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
The Company currently does not have a formal dividend policy. The form, frequency and amount of dividends will depend on the Group’s earnings, financial position, capital needs, plans for future growth, working capital and other factors as the Board may deem appropriate. No dividend has been declared or recommended for FY2024 in view of the current economic uncertainties.
12. ENGAGEMENT WITH SHAREHOLDERS
- Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting the company.
The Company strives for timeliness and consistency in its disclosures to shareholders. It is the Company’s policy to keep all shareholders informed of developments or changes that will have a material impact on the Company’s share price, through announcements via SGXNet. Such announcements are communicated on an immediate basis, or as soon as possible where immediate disclosure is not practicable due to confidentiality reasons. The Company does not practice preferential and selective disclosure to any group of shareholders.
The Company has its internal corporate affairs team, who facilitates communications with shareholders and analysts, attend to their queries or concerns and keep them apprised of the Group’s corporate developments and financial performance. The enquiries can be posted through the Company’s website at https://advancer.sg/contact-us/.
13. ENGAGEMENT WITH STAKEHOLDERS
- Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.
The Group has made efforts to seek the opinions of many stakeholders either through informal or formal means by evaluating the needs and expectations of key stakeholder groups which are significant to the Group’s value creation strategy and strive to build mutually beneficial relationships.
The Group has identified diverse stakeholder groups based on their level of influence in the business and also regularly engage and consult all stakeholder groups for any feedback and suggestions. Where appropriate and relevant to the business, the Company will incorporate their feedback into the Group’s plans and actions.
General information on the Group such as annual reports, financial results, news releases and investor relations contacts are provided in the Company’s website.
For more information on the Company’s stakeholder engagement, please refer to the Company’s Sustainability Report on pages 17 to 40 of the Annual Report.
63
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DEALINGS IN SECURITIES
In compliance with the Catalist Rules on dealings in securities, Directors and employees of the Company are advised not to deal in the Company’s shares on short-term considerations or when they are in possession of unpublished price- or trade- sensitive information. The Company shall not deal in and prohibits dealings in its shares by its Directors, officers and employees of the Group, who are in possession of unpublished price- or trade- sensitive information, during the period commencing one month before the announcement of the Company’s half-year and full-year financial statements, and ending on the date of the announcement of the results.
INTERESTED PERSON TRANSACTIONS
The Company has established procedures to ensure that all transactions with interested persons are reported in a timely manner to the AC, and that the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.
During FY2024, the Group did not enter into any interested party transaction. The Group does not have a general mandate pursuant to Rule 920 of the Catalist Rules for interested person transactions.
MATERIAL CONTRACT
There were no material contracts of the Group involving the interests of the CEO, each Director or controlling shareholder, either still subsisting at the end of FY2024 or if not then subsisting, entered into since the end of the previous fi nancial year, except for Directors’ remuneration as disclosed in the Financial Statements in this Annual Report.
NON-SPONSOR FEES
For FY2024, no non-sponsor fees were paid to its sponsor, SAC Capital Private Limited.
USE OF NET SUBSCRIPTION PROCEEDS
As at the date of this Report, the utilisation of the net subscription proceeds from the Company’s issue and allotment of 65,000,000 make subscription shares on 31 August 2018 is set out as below:
| Amount allocated Amount utilised Balance S$ million S$ million S$ million |
|
|---|---|
| Expansion of business operations General corporate and working capital purposes of the Group, mainly to support administrative and operational expenses (Note (a)) Investment in money market instruments and/or quoted securities |
12.30 (6.29) 6.01 5.44 (5.44) – 4.00 (2.08) 1.92 |
| 21.74 (13.81) 7.93 |
64 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
Note:
- (a) Breakdown of the general and corporate working capital requirements:
| Professional and listing related expenses Administrative expenses – staff costs Administrative expenses – others Purchase of inventory for a subsidiary Repayment of loan incurred by a subsidiary Advances to subsidiaries for operational expenses |
S$’000 1,112 682 93 170 300 3,083 |
|---|---|
| 5,440 |
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 65
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
1 June 2021 | 29 April 2022 | 53 | Singapore | The Board of Directors of the Company has considered, among others, the recommendation of the Nominating Committee (“NC”) and has reviewed and considered the contribution, expertise, experience, diversity of skillsets, independence and commitment in the discharge of duties of Mr. Shamsul Kamar Bin Mohamed Razali (“Mr. Shamsul”) as Independent Non-Executive Director of the Company and concluded that Mr. Shamsul possesses the experience, expertise, knowledge and skills to contribute towards the core competencies of the Board and is suitable for re-election as the Independent Non-Executive Director of the Company. |
|---|---|---|---|---|---|
| MR. CHIN MEI YANG | 2 February 2016 | 29 April 2022 | 55 | Singapore | The Board of Directors of the Company has considered, among others, the recommendation of the Nominating Committee (“NC”) and has reviewed and considered the contribution, expertise, experience, diversity of skillsets and commitment in the discharge of duties of Mr. Chin Mei Yang (“Mr. Gary Chin”) as Chief Executive Off cer and Executive Director of the Company and concluded that Mr. Gary Chin possess the experience, expertise, knowledge and skills to contribute towards the core competencies of the Board and is suitable for re-election as the Executive Director of the Company. |
| DR. CHIN MUI HIONG | 9 June 2016 | 28 April 2023 | 60 | Singapore | The Board of Directors of the Company has considered, among others, the recommendation of the Nominating Committee (“NC”) and has reviewed and considered the contribution, expertise, experience, diversity of skillsets and commitment in the discharge of duties of Dr. Chin Mui Hiong (“Dr. Desmond Chin”) as Executive Director of the Company and concluded that Dr. Desmond Chin possesses the experience, expertise, knowledge and skills to contribute towards the core competencies of the Board and is suitable for re-election as the Executive Director of the Company. |
| Date of Appointment | Date of last re-appointment | Age | Country of principal residence | The Board’s comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process) |
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| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
Non-Executive | Independent Non-Executive Director Chairman of the Nominating Committee and member of the Audit Committee and Remuneration Committee |
Bachelor of Arts (Diploma in Education) from Nanyang Technological University Master of Arts (Southeast Asian Studies), National University of Singapore |
July 2006 to July 2017: Member, Kaki Bukit & Nee Soon Central CCC May 2006 to November 2017: Chairman of the Ministry of Social and Family Development (MSF), Review Board, Committee 6, Board of Visitors (Children and Young Persons Homes) |
|---|---|---|---|---|
| MR. CHIN MEI YANG | Executive Mr. Gary Chin is responsible for the overall administration, operation and management of the Group. |
Executive Director and Chief Executive Off cer |
Bachelor of Engineering (Hons) from the University of Aberdeen, Scotland |
January 2009 to July 2015: Director of Nation Employment Pte Ltd April 2017 to May 2019: Director of AGS Integration Pte. Ltd. |
| DR. CHIN MUI HIONG | Executive Dr. Desmond Chin is responsible for ensuring the overall effectiveness of the Group’s operations. |
Executive Director | Bachelor of Engineering from Nanyang University of Singapore M a s t e r o f B u s i n e s s Administration from National University of Singapore Professional Doctorate in Business Administration from the University of Canberra |
June 1994 to May 2016: Founder and shareholder of Nation Employment Pte Ltd May 2016 to present: Director of Advancer Global Security Pte. Ltd. |
| Whether appointment is executive, and if so, the area of responsibility |
Job Title (e.g.) Lead ID, AC Chairman, AC Member etc.) |
Professional qualif cations | Working experience and occupation(s) during the past 10 years |
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| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
July 1997 to August 2015: Education Off cer of Ministry of Education July 2007 to August 2016: Chairman, Board of Visitors (MSF, Children’s Young & Persons Act) January 2002 to December 2019: Member, Mendaki Tuition Scheme (MTS) Review Panel April 2020 to June 2021: Member, M3 FA4 Taskforce Workgroup Panel November 2015 to June 2021: Executive Director of Centre for Domestic Employees, NTUC November 2015 to June 2021: Deputy Executive Secretary, Education Services Union August 2015 to February 2025: Chairman, PAP Community Foundation (PCF Kaki Bukit) October 2015 to present: Adviser to Aljunied GRC GROs (Kaki Bukit) |
None | None |
|---|---|---|---|
| MR. CHIN MEI YANG | February 2016 to present: Chief Executive Off cer and Executive Director of Advancer Global Limited August 2023 to present: Director of Advancer Global Manpower Pte. Ltd. |
Direct interest: 30,931,018 | Mr. Gary Chin is the brother of Dr. Desmond Chin (Executive Director) and Mr. Francis Chin (Executive Off cer and substantial shareholder). |
| DR. CHIN MUI HIONG | June 2016 to present: Executive Director of Advancer Global Limited October 2021 to present: Director of Prestige International Management Pte. Ltd. |
Direct interest: 37,573,963 shares | Dr. Desmond Chin is the brother of Mr. Gary Chin (Chief Executive Off cer and Executive Director) and Mr. Francis Chin (Executive Off cer and substantial shareholder) |
| Shareholding interest in the listed issuer and its subsidiaries |
Any relationship (including immediate family relationships) with any existing director, existing executive off cer, the issuer and/ or substantial shareholder of the listed issuer or of any of its principal subsidiaries. |
68 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
None | Yes | Other Principal Commitments Including Directorships | Executive Director, Centre for Domestic Employees, NTUC Deputy Executive Secretary, Education Services Union Member. M3 FA4 Taskforce Workgroup Panel Chairman, PAP Community Foundation (PCF Kaki Bukit) |
G.H.Y Culture & Media Holding Co., Limited Adviser to Aljunied GRC GROs (Kaki Bukit) Adviser to Education Services Union Managing Director, SK Asia Consulting Pte Ltd Board Member, Thye Hua Kwan Moral Charities Limited |
|---|---|---|---|---|---|
| MR. CHIN MEI YANG | None | Yes | Singapore Accredited Employment Agencies Association Ltd. First Noble Pte. Ltd. Arise Team Pte. Ltd. |
D8 Management Pte. Ltd. Advancer Global Manpower Pte. Ltd. |
|
| DR. CHIN MUI HIONG | None | Yes | Kah Kah Holdings Limited | Advancer Global Security Pte. Ltd. D8 Management Pte. Ltd. The Kongzi Culture Fund Ltd. Sunlife Educare Pte. Ltd. East Asian Humanistic Studies Pte. Ltd. Nanyang Confucian Association P r e s t i g e I n t e r n a t i o n a l Management Pte. Ltd. |
|
| Conf ict of Interest (including any competing business) |
Undertaking (in the format set out in Appendix 7H) under Rule 720(1) has been submitted to the listed issuer |
Past (for the last 5 years) | Present |
69
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
Disclose the following matters concerning an appointment of director, chief executive off cer, chief f nancial off cer, chief operating off cer, general manager or other off cer of equivalent rank. If the answer to any question is “yes”, full details must be given. |
No | No |
|---|---|---|---|
| MR. CHIN MEI YANG | No | No | |
| DR. CHIN MUI HIONG | No | No | |
| a) Whether at any time during the last 10 years, an application or petition under any bankruptcy law of any jurisdiction was f led against him or against a partnership of which he was a partner at the time when he was a partner or any time within 2 years from the date he ceased to be a partner? |
b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was f led against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or whether that entity is the trustee of a business trust, that business trust, on the group of insolvency? |
70 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
No | No | No |
|---|---|---|---|
| MR. CHIN MEI YANG | No | No | No |
| DR. CHIN MUI HIONG | No | No | No |
| c) Whether there is any unsatisfied judgement against him? |
d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud of dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? |
e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? |
71
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
No | No | No |
|---|---|---|---|
| MR. CHIN MEI YANG | No | No | No |
| DR. CHIN MUI HIONG | No | No | No |
| f) Whether at any time during the last 10 years, judgement has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law of regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation of dishonesty on his part? |
g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? |
h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? |
72
ADVANCER GLOBAL LIMITED
ANNUAL REPORT 2024
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
No | No No |
|---|---|---|
| MR. CHIN MEI YANG | No | Yes (Please refer to page 209 and 210 of the Company’s Offer Document dated 30 June 2016). No |
| DR. CHIN MUI HIONG | No | Yes (Please refer to page 209 and 210 of the Company’s Offer Document dated 30 June 2016). No |
| i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? |
j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of:– i. any corporation which has been investigated for a breach of any law or regulatory requirement governing c o r p o r a t i o n s i n Singapore or elsewhere; or ii. any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement g o v e r n i n g s u c h entities in Singapore or elsewhere; or |
73
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
CORPORATE GOVERNANCE REPORT
| MR. SHAMSUL KAMAR BIN MOHAMED RAZALI |
No No |
No |
|---|---|---|
| MR. CHIN MEI YANG | No No |
No |
| DR. CHIN MUI HIONG | No No |
No |
| iii. any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or iv. any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? |
k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? |
74
ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
DIRECTORS’ STATEMENT
The directors present their statement to the members together with the audited fi nancial statements of Advancer Global Limited (the “Company”) and its subsidiaries (collectively, the “Group”) for the fi nancial year ended 31 December 2024 and the statement of fi nancial position and statement of changes in equity of the Company as at 31 December 2024.
1. Opinion of the directors
In the opinion of the directors,
-
(i) the fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company are drawn up so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2024 and the fi nancial performance, changes in equity and cash fl ows of the Group and changes in equity of the Company for the fi nancial year ended on that date; and
-
(ii) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
2. Directors
The directors of the Company in offi ce at the date of this statement are:
Executive directors
Chin Mei Yang (Chief Executive Offi cer) Chin Mui Hiong Ong Eng Tiang
Non-independent non-executive director
Takehito Hirano
Independent non-executive directors
Lim Teck Chai, Danny (Non-Executive Chairman) Shamsul Kamar Bin Mohamed Razali Lim Chong Huat
3. Arrangements to enable directors to acquire shares or debentures
Neither at the end of nor at any time during the fi nancial year was the Company a party to any arrangement whose objects were, or one of the objects was, to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, except as disclosed in paragraphs 4 and 5 below.
75
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
DIRECTORS’ STATEMENT
4. Directors’ interests in shares or debentures
The directors of the Company holding offi ce at the end of the fi nancial year had no interests in the shares and debentures of the Company and its related corporations as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 164 of the Singapore Companies Act 1967 (the “Act”), except as disclosed below:
| Direct interest | Direct interest | Deemed | interest | |
|---|---|---|---|---|
| As at 1 January | As at 31 |
As at 1 January | As at 31 |
|
| 2024 | December 2024 | 2024 | December 2024 | |
| The Company | ||||
| Ordinary shares | ||||
| Chin Mei Yang | 30,931,018 | 30,931,018 | – | – |
| Chin Mui Hiong | 37,573,963 | 37,573,963 | – | – |
| Ong Eng Tiang | 19,985,436 | 19,985,436 | – | – |
| Lim Chong Huat | 25,000 | 25,000 | – | – |
| Lim Teck Chai, Danny | – | – | 642,500 | 642,500 |
| Takehito Hirano | – | – | 65,000,000 | 65,000,000 |
Takehito Hirano and his family hold 100% ordinary shares in Hirano Associates Co., Ltd. (of which Takehito Hirano himself holds 18.04% ordinary shares). In addition, Takehito Hirano is a director and the chairman of Fullcast Holdings Co., Ltd.. Hirano Associates Co., Ltd. holds 36.35% ordinary shares in Fullcast Holdings Co., Ltd., which in turn holds 25.88% ordinary shares of Advancer Global Limited (excluding treasury shares) as at 31 December 2024. Hence, Takehito Hirano and Hirano Associates Co., Ltd. are deemed interested in the 65,000,000 shares held by Fullcast Holdings Co., Ltd. in the Company by virtue of Section 7 of the Act.
Lim Teck Chai, Danny holds 642,500 shares of Advancer Global Limited through iFast Financial Pte. Ltd. (a nominee). Hence, Lim Teck Chai, Danny is deemed to have an interest in the 642,500 shares held by custodian, iFast Financial Pte. Ltd. in the Company by virtue of Section 7 of the Act.
The directors’ interests in the shares of the Company on 21 January 2025 were the same as at 31 December 2024.
5. Advancer Global Employee Share Option Scheme
The Employee Share Option Scheme (the “ESOS”) of the Company was approved and adopted on 6 June 2016. The ESOS is administered by the Company’s Remuneration Committee, which comprises three independent directors:
Lim Teck Chai, Danny (Chairman) Lim Chong Huat Shamsul Kamar Bin Mohamed Razali
The ESOS entitles the option holder to subscribe for a specifi c number of ordinary shares in the Company at a subscription price per share determined with reference to the market price of the share at the time of grant of option.
76 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
DIRECTORS’ STATEMENT
5. Advancer Global Employee Share Option Scheme (Continued)
Other information regarding the ESOS is set out below:
-
(i) Group employees (including Directors of the Company) who have attained the age of 21 years and are not undischarged bankrupts and have not entered into a composition with their respective creditors, and who have been in the employment of the Group for a period of at least 12 months, or such shorter period as the Remuneration Committee may determine, are eligible to participate in the ESOS.
-
(ii) The maximum discount shall not exceed 20% of the market price on the date of the grant of the options.
-
(iii) The options granted with the exercise price set at market price should only be exercised after the fi rst anniversary from the grant date and before the tenth anniversary of the grant date.
-
(iv) The option granted with exercise price set at a discount to market price should only be exercised after the second anniversary from the grant date and before the tenth anniversary of the grant date.
-
(v) The option shall immediately lapse and become null and void when the participant cease to be in employment of the Group.
-
(vi) All options are settled by delivery of shares.
There is no outstanding or exercisable options during the fi nancial year.
Since the commencement of the ESOS, no options have been granted to the controlling shareholders and directors of the Company or their associates and no participants under the ESOS have been granted 5% or more of the total number of options available under the ESOS.
The options granted by the Company do not entitle the holders of the options, by virtue of such holding, to any rights to participate in any share issue of any other company.
6. Audit Committee
The Audit Committee (“AC”) of the Company comprises three independent non-executive directors and at the date of this report, they are:
Lim Chong Huat (Chairman) Shamsul Kamar Bin Mohamed Razali Lim Teck Chai, Danny
The AC has convened two meetings during the fi nancial year with key management and the internal and external auditors of the Company.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 77
DIRECTORS’ STATEMENT
6. Audit Committee (Continued)
The AC carried out its functions in accordance with Section 201B (5) of the Act, the SGX Listing Manual and the Code of Corporate Governance. In performing those functions, the AC:
-
(i) reviewed the audit plan and results of the external audit, the independence and objectivity of the external auditors, including, where applicable, the review of the nature and extent of non-audit services provided by the external auditors to the Group, and the assistance given by the Group’s and the Company’s management to the external auditors;
-
(ii) reviewed the audit plans of the internal auditors of the Group and their evaluation of the adequacy of the Group’s system of internal accounting controls, and the assistance given by the Group’s and the Company’s management to the internal auditors;
-
(iii) reviewed the Group’s annual fi nancial statements and the external auditors’ report on the annual fi nancial statements of the Group and of the Company before their submission to the Board of Directors;
-
(iv) reviewed the half-yearly and annual announcements as well as the related press releases on the results of the Group and fi nancial position of the Group and of the Company including signifi cant adjustments resulting from audit, signifi cant fi nancial reporting issues and judgements as well as compliance with accounting standards;
-
(v) reviewed the effectiveness of the Group’s and the Company’s material internal controls, including fi nancial, operational, compliance and information technology controls, and risk management systems via reviews carried out by the internal auditors;
-
(vi) met with the external auditors, internal auditors, other committees, and management in separate executive sessions to discuss suspected fraud or irregularity (if any), potential confl icts of interests (if any), and any matters that these groups believe should be discussed privately with the AC;
-
(vii) reviewed and checked the Group’s compliance with legal requirements and regulations, including the related compliance policies and programmes and reports received from regulators, if any;
-
(viii) reviewed interested person transactions in accordance with SGX listing rules;
-
(ix) reviewed the nomination of external auditors and gave approval of their compensation; and
-
(x) submitted the report of actions and minutes of the AC to the Board of Directors with any recommendations as the AC deemed appropriate.
The AC has full access to and has the co-operation of the management and has been given the resources required for it to discharge its functions properly. It also has full discretion to invite any director and executive offi cer to attend its meetings. The external and internal auditors have unrestricted access to the AC.
The AC has recommended to the Board of Directors the nomination of Forvis Mazars LLP for reappointment as external auditors of the Group at the forthcoming Annual General Meeting of the Company.
78 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
DIRECTORS’ STATEMENT
7. Auditors
The auditors, Forvis Mazars LLP, have expressed their willingness to accept re-appointment.
On behalf of the Board of Directors
Chin Mui Hiong
Director
Chin Mei Yang Director
Singapore 4 April 2025
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 79
INDEPENDENT AUDITORS’ REPORT
To The Members Of Advancer Global Limited
Report on the Audit of Financial Statements
Opinion
We have audited the fi nancial statements of Advancer Global Limited (the “Company”) and its subsidiaries (the “Group”) which comprise the statements of fi nancial position of the Group and of the Company as at 31 December 2024, and the statements of profi t or loss and other comprehensive income, changes in equity and cash fl ows of the Group, and the statement of changes in equity of the Company for the fi nancial year then ended, and notes to the fi nancial statements, including a summary of material accounting policies, as set out on page 85 to 167.
In our opinion, the accompanying fi nancial statements of the Group and the statement of fi nancial position and the statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2024 and of the fi nancial performance, changes in equity and cash fl ows of the Group and changes in equity of the Company for the fi nancial year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (the “ACRA code”) together with the ethical requirements that are relevant to our audit of the fi nancial statements in Singapore, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the ACRA code. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our audit of the fi nancial statements of the current fi nancial year. These matters include the aforementioned salient area of focus in our audit and do not represent all the risks identifi ed by our audit. These matters were addressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
80 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITORS’ REPORT
To The Members Of Advancer Global Limited
Report on the Audit of Financial Statements (Continued)
Impairment Assessment on Goodwill
Refer to Note 3 for critical accounting judgements and key sources of estimation uncertainty, and Note 11 (Goodwill on consolidation) for disclosures relating to the impairment assessment.
| Impairment Assessment on Goodwill Refer to Note 3 for critical accounting judgements and key sources of estimation uncertainty, and Note 11 (Goodwill on consolidation) for disclosures relating to the impairment assessment. |
Impairment Assessment on Goodwill Refer to Note 3 for critical accounting judgements and key sources of estimation uncertainty, and Note 11 (Goodwill on consolidation) for disclosures relating to the impairment assessment. |
|---|---|
| Key Audit Matter | Audit Response |
| As at 31 December 2024, the Group reported goodwill arising from the acquisition of subsidiaries with carrying value approximately S$2.8 million. Irrespective of whether there is any indication of impairment, the management is required to perform an impairment assessment of goodwill annually. The recoverable amounts are determined based on estimates of key inputs including forecasted revenues, growth rates and discount rates. These estimates require judgement and the determination of the recoverable amounts is a key audit matter. |
Our audit procedures included, and were not limited to, the following: Discussed with management on their planned strategies around business expansion, revenue stream growth strategies and cost initiatives, the progress of negotiations with target customers, and obtained the list of secured and lost contracts; Assessed the achievability of the forecast based on actual results with comparison to the previous forecast; Evaluated the reasonableness of management’s estimate of expected future cash flows and challenged management’s estimates applied in the value-in-use (“VIU”) models, with comparison to recent performance, trend analysis and market expectations; Involved internal valuation specialist on the assessment of VIU models and key inputs and assumptions; and Reviewed the sensitivity analysis to assess the impact on the recoverable amount of the cash-generating units (“CGU”) subsequent to reasonably possible changes to the key assumptions for adequacy of disclosure in the f nancial statements. |
Other information
Management is responsible for the other information. The other information comprises the information included in the annual report, other than the fi nancial statements and the independent auditors’ report thereon, which we obtained prior to the date of this report.
Our opinion on the fi nancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
81
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
INDEPENDENT AUDITORS’ REPORT
To The Members Of Advancer Global Limited
Report on the Audit of Financial Statements (Continued)
Other information (Continued)
In connection with our audit of the fi nancial statements, our responsibility is to read the other information identifi ed above and, in doing so, consider whether the other information is materially inconsistent with the fi nancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the provisions of the Act and SFRS(I)s, and for devising and maintaining a system of internal accounting controls suffi cient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair fi nancial statements and to maintain accountability of assets.
In preparing the fi nancial statements, management is 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 management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s fi nancial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the fi nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs 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 infl uence the economic decisions of users taken on the basis of these fi nancial statements.
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
82 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
INDEPENDENT AUDITORS’ REPORT
To The Members Of Advancer Global Limited
Report on the Audit of Financial Statements (Continued)
Auditors’ Responsibilities for the Audit of the Financial Statements (Continued)
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s 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 signifi cant 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 auditors’ report to the related disclosures in the fi nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the fi nancial statements, including the disclosures, and whether the fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain suffi cient appropriate audit evidence regarding the fi nancial information of the entities or business activities within the Group to express an opinion on the consolidated fi nancial statements. 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 signifi cant audit fi ndings, including any signifi cant defi ciencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most signifi cance in the audit of the fi nancial statements of the current fi nancial year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefi ts of such communication.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 83
INDEPENDENT AUDITORS’ REPORT
To The Members Of Advancer Global Limited
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by the subsidiary entities incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
The engagement partner on the audit resulting in this independent auditors’ report is Chen Ningxin, Narissa.
FORVIS MAZARS LLP
Public Accountants and Chartered Accountants
Singapore 4 April 2025
84 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the fi nancial year ended 31 December 2024
| Note Revenue 4 Cost of sales Gross prof t Other operating income 5 Administrative expenses Finance expenses 6 Share of prof ts from equity-accounted for associates 14 Prof t/(loss) before income tax 7 Income tax credit 9 PROFIT/(LOSS) FOR THE FINANCIAL YEAR, REPRESENTING TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE FINANCIAL YEAR Prof t/(loss) for the f nancial year attributable to: Owners of the Company Non-controlling interests Prof t/(loss) for the f nancial year Total comprehensive income/(loss) for the f nancial year attributable to: Owners of the Company Non-controlling interests Total comprehensive income for the f nancial year Prof t/(loss) per share attributable to owners of the Company (cents per share) Basic and diluted 10 |
2024 2023 |
|---|---|
| S$’000 S$’000 64,467 65,081 (50,268) (52,367) |
|
| 14,199 12,714 4,331 1,421 (17,835) (18,448) (124) (112) 778 209 |
|
| 1,349 (4,216) 3 1 |
|
| 1,352 (4,215) |
|
| 1,351 (3,934) 1 (281) |
|
| 1,352 (4,215) |
|
| 1,351 (3,934) 1 (281) |
|
| 1,352 (4,215) |
|
| 0.54 (1.57) |
The accompanying notes form an integral part of and should be read in conjunction with these fi nancial statements.
85
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
STATEMENTS OF FINANCIAL POSITION
As at 31 December 2024
| Note ASSETS Non-current assets Goodwill on consolidation 11 Intangible assets 12 Investments in subsidiaries 13 Investments in associates 14 Other investments 15 Property, plant and equipment 16 Investment property 18 Right-of-use assets 17 Total non-current assets Current assets Inventories 20 Other investments 15 Trade and other receivables 21 Cash and bank balances 22 Total current assets Total assets EQUITY AND LIABILITIES Equity Share capital 23 Treasury shares 23 Accumulated losses Other reserves 24 Equity attributable to owners of the Company Non-controlling interests Total equity Non-current liabilities Deferred tax liabilities 19 Lease liabilities 17 Bank borrowing 25 Total non-current liabilities Current liabilities Lease liabilities 17 Trade and other payables 26 Contract liabilities from contracts with customers 27 Bank borrowing 25 Total current liabilities Total liabilities Total equity and liabilities |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 2,845 2,845 – – 526 246 – – – – 8,781 11,487 – 619 – – 56 – – – 516 2,367 – – 870 – – – 2,223 2,392 – – |
||
| 7,036 8,469 8,781 11,487 |
||
| 252 778 – – 1,672 2,832 1,672 2,832 11,436 15,281 9,380 16,450 23,211 16,293 11,721 9,168 |
||
| 36,571 35,184 22,773 28,450 |
||
| 43,607 43,653 31,554 39,937 |
||
| 40,607 40,607 40,607 40,607 (241) (241) (241) (241) (3,546) (4,897) (8,896) (523) (3,457) (3,457) – – |
||
| 33,363 32,012 31,470 39,843 (109) (403) – – |
||
| 33,254 31,609 31,470 39,843 |
||
| 70 77 – – 1,080 1,016 – – – 473 – – |
||
| 1,150 1,566 – – |
||
| 1,197 1,426 – – 7,157 8,151 84 94 849 874 – – – 27 – – |
||
| 9,203 10,478 84 94 |
||
| 10,353 12,044 84 94 |
||
| 43,607 43,653 31,554 39,937 |
The accompanying notes form an integral part of and should be read in conjunction with these fi nancial statements.
86 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
STATEMENTS OF CHANGES IN EQUITY
For the fi nancial year ended 31 December 2024
| (Accumulated | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| losses)/ | Non- | ||||||||
| Share | Treasury | Retained |
Capital | Merger | controlling | Total | |||
| Group | Note | capital | shares | earnings | reserve | reserve | Total | interests | equity |
| S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | S$’000 | ||
| Note 23 | Note 23 | ||||||||
| Balance at 1 January 2023 | 40,607 | (241) | (963) | (640) | (2,603) | 36,160 | (16) | 36,144 | |
| Loss for the f nancial | |||||||||
| year, representing total | |||||||||
| comprehensive loss for the | |||||||||
| f nancial year | – | – | (3,934) | – | – | (3,934) | (281) | (4,215) | |
| Acquisition of additional interest | |||||||||
| in existing subsidiaries | 13(e) | – | – | – | (214) | – | (214) | (106) | (320) |
| Balance at 31 December 2023 | 40,607 | (241) | (4,897) | (854) | (2,603) | 32,012 | (403) | 31,609 | |
| Prof t for the f nancial | |||||||||
| year, representing total | |||||||||
| comprehensive income for the | |||||||||
| f nancial year | – | – | 1,351 | – | – | 1,351 | 1 | 1,352 | |
| Increase in share capital in a | |||||||||
| subsidiary with non-controlling | |||||||||
| interests | 13(c) | – | – | – | – | – | – | 36 | 36 |
| Disposal of a subsidiary with | |||||||||
| non-controlling interests | – | – | – | – | – | – | 257 | 257 | |
| Balance at 31 December 2024 | 40,607 | (241) | (3,546) | (854) | (2,603) | 33,363 | (109) | 33,254 | |
| Share | Treasury | Accumulated |
|||||||
| Company | capital | shares | losses | Total | |||||
| S$’000 | S$’000 | S$’000 | S$’000 | ||||||
| Balance at 1 January 2023 | 40,607 | (241) | (452) | 39,914 | |||||
| Loss for the f nancial year, representing total | |||||||||
| comprehensive loss for the | f nancial year | – | – | (71) | (71) | ||||
| Balance at 31 December 2023 | 40,607 | (241) | (523) | 39,843 | |||||
| Loss for the f nancial year, representing total | |||||||||
| comprehensive loss for the | f nancial year | – | – | (8,373) | (8,373) | ||||
| Balance at 31 December 2024 | 40,607 | (241) | (8,896) | 31,470 |
The accompanying notes form an integral part of and should be read in conjunction with these fi nancial statements.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 87
CONSOLIDATED STATEMENT OF CASH FLOWS
For the fi nancial year ended 31 December 2024
| Note Operating activities Prof t/(loss) before income tax Adjustments for: Amortisation of intangible assets 12 Impairment loss on investment in an associate Bad debts written-off 7 Depreciation of property, plant and equipment 16 Depreciation of right-of-use assets 17 Dividend income 5 Fair value gain on investment property 5 Fair value (gain)/loss arising from quoted f nancial assets at fair value through prof t or loss (“FVTPL”) 5,15 Fair value gain arising from unquoted f nancial assets at FVTPL 5,15 Gain on disposal of subsidiary 5, 13(b) Gain on disposal of associates 5 Gain on disposal of quoted f nancial assets 5 Gain on lease termination 5 Gain on disposal of property, plant and equipment, net Interest expense 6 Interest income 5 Loss allowance for receivables (trade), net 30 Loss allowance for receivables (non-trade), net 30 Property, plant and equipment written-off 16 Reversal of provision for warranties Share of prof ts from equity-accounted for associates 14 Operating cash f ows before movements in working capital Changes in working capital: Inventories Trade and other receivables Trade and other payables Contract liabilities from contracts with customers Cash generated from/(used in) operations Interest received Income taxes paid Net cash generated from/(used in) operating activities Investing activities Dividend received from quoted equity instruments 5 Acquisition of non-controlling interests in a subsidiary 13 Disposal of a subsidiary 13 Proceeds from disposal of associates 14 Proceeds from disposal of property, plant and equipment Additions of intangible assets 12 Purchase of property, plant and equipment 16 Proceeds from disposal of quoted equity instruments held at FVTPL 15 Net cash generated from/(used in) investing activities |
2024 2023 |
|---|---|
| S$’000 S$’000 1,349 (4,216) 183 166 – 1 20 1 322 538 1,678 1,689 (77) (135) (19) – (47) 73 (56) – (600) – (665) – (338) – (8) (12) (12) (70) 124 112 (263) (338) 230 131 207 219 2 31 (1) (1) (778) (209) |
|
| 1,251 (2,020) 81 95 9 (1,171) 1,631 1,252 26 45 |
|
| 2,998 (1,799) 263 338 (3) (5) |
|
| 3,258 (1,466) |
|
| 77 135 – (320) (66) – 4,554 – 41 157 (463) – (223) (1,169) 1,545 – |
|
| 5,465 (1,197) |
The accompanying notes form an integral part of and should be read in conjunction with these fi nancial statements.
88 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
CONSOLIDATED STATEMENT OF CASH FLOWS
For the fi nancial year ended 31 December 2024
| Note Financing activities Interest paid Repayment of bank borrowings Repayment of lease liabilities 17 Net cash used in f nancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of f nancial year Cash and cash equivalents at end of f nancial year 22 |
2024 2023 |
|---|---|
| S$’000 S$’000 (15) (16) (15) (30) (1,775) (1,795) |
|
| (1,805) (1,841) |
|
| 6,918 (4,504) 16,293 20,797 |
|
| 23,211 16,293 |
Reconciliation of liabilities arising from fi nancing activities not disclosed in notes:
| Liabilities Bank borrowing Lease liabilities Liabilities Bank borrowing Lease liabilities |
Financing cash outf ows Non-cash movements 1 January 2024 Interest paid Repayment made, net Acquisition Disposal Lease termination Interest expense 31 December 2024 |
Financing cash outf ows Non-cash movements 1 January 2024 Interest paid Repayment made, net Acquisition Disposal Lease termination Interest expense 31 December 2024 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 500 (14) (15) – (485) – 14 – 2,442 (1) (1,775) 1,571 (3) (67) 110 2,277 |
||
| Financing cash outf ows Non-cash movements 1 January 2023 Interest paid Repayment made, net Acquisition Lease termination Interest expense 31 December 2023 |
||
| S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 530 (14) (30) – – 14 500 2,630 (2) (1,795) 1,719 (208) 98 2,442 |
The accompanying notes form an integral part of and should be read in conjunction with these fi nancial statements.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 89
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
1. General
Advancer Global Limited (the “Company”) (Registration Number 201602681W) is a limited liability company incorporated and domiciled in Singapore and listed on the Catalist Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”).
The registered offi ce and principal place of business of the Company is located at 135 Jurong Gateway Road, #05-317, Singapore 600135.
The principal activity of the Company is that of investment holding.
The principal activities of the respective subsidiaries are disclosed in Note 13 to the fi nancial statements.
The fi nancial statements of the Group, and the statement of fi nancial position and the statement of changes in equity of the Company for the fi nancial year ended 31 December 2024 were authorised for issue by the Board of Directors at the date of the Directors’ Statement.
2. Summary of material accounting policies
2.1 Basis of preparation
The fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company have been drawn up in accordance with the provisions of the Singapore Companies Act 1967 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)s”) including related Interpretations of SFRS(I) (“SFRS(I) INTs”) and are prepared on the historical cost basis, except as disclosed in the accounting policies below.
The individual fi nancial statements of each Group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company are presented in Singapore dollar (“S$”) which is also the functional currency of the Company, and all values presented are rounded to the nearest thousand (“S$’000”), unless otherwise indicated.
In the current year, the Group has adopted all the new and revised SFRS(I)s and SFRS(I) INTs that are relevant to its operations and effective for annual periods beginning on or after 1 January 2024. The adoption of these new or revised SFRS(I)s and SFRS(I) INTs did not result in changes to the Group’s and Company’s accounting policies, and has no material effect on the current or prior year’s fi nancial statement and is not expected to have a material effect on future periods.
90 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.1 Basis of preparation (Continued)
SFRS(I)s and SFRS(I) INTs issued but not yet effective
At the date of authorisation of these fi nancial statements, the following SFRS(I)s and SFRS(I) INTs that are relevant to the Group were issued but not yet effective:
| Effective date | ||
|---|---|---|
| (annual periods | ||
| beginning on or | ||
| SFRS (I) | Title | after) |
| SFRS(I) 1-21, | Amendments to SFRS(I) 1-21: Lack of Exchangeability | 1 January 2025 |
| SFRS(I) 1 | ||
| SFRS(I) 9, | Amendments to SFRS(I) 9 and SFRS(I) 7: Amendments | 1 January 2026 |
| SFRS(I) 7 | to the Classif cation and Measurement of Financial | |
| Statements | ||
| Various | Annual improvements to SFRS(I)s – Volume 11 | 1 January 2026 |
| SFRS(I) 18 | Presentation and Disclosure in Financial Statements | 1 January 2027 |
| SFRS(I) 19 | Subsidiaries without public accountability: Disclosures | 1 January 2027 |
| SFRS(I) 9, | Amendments to SFRS(I) 9 and SFRS(I) 7: Contracts | 1 January 2026 |
| SFRS(I) 7 | Referencing Nature-dependent Electricity | |
| SFRS(I) 10, | Amendments to SFRS(I) 10 and SFRS(I) 1-28: Sale or | To be determined |
| SFRS(I) 1-28 | Contribution of Assets between an Investor and its | |
| Associate or Joint Venture |
Consequential amendments were also made to various standards as a result of these new or revised standards.
The Group does not intend to early adopt any of the above new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the aforementioned revised/new standards, with the exception of SFRS(I) 18 Presentation and Disclosure in Financial Statements, will not have a material impact on the fi nancial statements of the Group and Company in the period of their initial adoption.
SFRS(I) 18, effective for annual periods beginning on or after 1 January 2027, replaces SFRS(I) 1- 1 Presentation of Financial Statements and introduces new requirements for presentation and disclosure in fi nancial statements. SFRS(I) 18 mandates a new structure for the statement of profi t or loss and also requires disclosure of newly defi ned management-defi ned performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of fi nancial information based on the identifi ed ‘roles’ of the primary fi nancial statements and the notes. As a consequential result of SFRS(I) 18 requirements, all entities are required to use the operating profi t subtotal, instead of profi t or loss, as the starting point for presenting operating cash fl ows under the indirect method. The classifi cation of cash fl ows from dividends and interests in either operating, investing and fi nancing cash fl ows is also fi xed.
SFRS(I) 18 will apply retrospectively. The Group is still in the process of assessing the corresponding impact on the primary fi nancial statements and notes to the fi nancial statements.
91
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.2 Basis of consolidation
The fi nancial statements of the Group comprise the fi nancial statements of the Company and its subsidiaries. Subsidiaries are entities (including structured entities) (i) over which the Group has power and the Group is (ii) able to use such power to (iii) affect its exposure, or rights, to variable returns from then through its involvement with them.
The Group reassesses whether it controls the subsidiaries if facts and circumstance indicate that there are changes to the one or more of the three elements of control.
When the Group has less than a majority of the voting rights of an investee, it still has power over the investee when the voting rights are suffi cient, after considering all relevant facts and circumstances, to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers, among others, the extent of its voting rights relative to the size and dispersion of holdings of the other vote holders, currently exercisable substantive potential voting rights held by all parties, rights arising from contractual arrangements and voting patterns at previous shareholders’ meetings.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate.
Intra-group assets and liabilities, equity, income, expenses and cashfl ows relating to intragroup transactions are eliminated on consolidation.
The fi nancial statements of the subsidiaries used in the preparation of the fi nancial statements are prepared for the same reporting date as that of the Company. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Non-controlling interests are identifi ed separately from the Group’s equity therein. On an acquisition-by-acquisition basis, non-controlling interests may be initially measured either at fair value or at their proportionate share of the fair value of the acquiree’s identifi able net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Losses in the subsidiary are attributed to non-controlling interests even if this results in the non-controlling interests having a defi cit balance.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any differences between the amount by which the noncontrolling interests are adjusted to refl ect the changes in the relative interests in the subsidiary and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
92 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.2 Basis of consolidation (Continued)
When the Group loses control over a subsidiary, the profi t or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassifi ed to profi t or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under SFRS(I) 9 Financial Instruments (“SFRS(I) 9”) or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
Investments in subsidiaries are carried at cost less any impairment loss that has been recognised in profi t or loss in the Company’s separate fi nancial statements.
2.3 Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method when the acquired set of activities and assets constitute a business. When determining the acquired set of activities and assets that constitute a business, the Group assesses whether the acquired set of activities and assets includes, at a minimum, an input and substantive process, which together contribute to the creation of outputs.
The Group has the option to apply a “concentration test” as a simplifi ed assessment to determine whether an acquired set of activities and assets is not a business. The Group makes the election separately for each transaction or other event. The concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifi able asset or group of similar identifi able assets.
The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. For each business combination, the Group determines whether to measure the non-controlling interests in the acquiree at fair value or at proportionate share in the recognised amounts of the acquiree’s identifi able net assets. Acquisition-related costs are recognised in profi t or loss as incurred and included in administrative expenses.
The acquiree’s identifi able assets, liabilities and contingent liabilities that meet the conditions for recognition under SFRS(I) 3 Business Combinations (“SFRS(I) 3”) are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classifi ed as held for sale in accordance with SFRS(I) 5 Non-Current Assets Held for Sale and Discontinued Operations (“SFRS(I) 5”), which are recognised and measured at the lower of cost and fair value less costs to sell.
93
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.3 Business combinations (Continued)
The Group recognises any contingent consideration to be transferred for the acquiree at the fair value on the acquisition date. Contingent consideration classifi ed as equity is not remeasured and its subsequent settlement shall be accounted for within equity. Contingent consideration classifi ed as an asset or liability that is a fi nancial instrument and within the scope of SFRS(I) 9, is measured at fair value with the changes in fair value recognised in the statement of profi t or loss in accordance with SFRS(I) 9. Other contingent consideration that is not within the scope of SFRS(I) 9 is measured at fair value at each reporting date with changes in fair value recognised in profi t or loss.
Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profi t or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassifi ed to profi t or loss, where such treatment would be appropriate if that interest were disposed of.
The acquiree’s identifi able assets, liabilities and contingent liabilities that meet the conditions for recognition under SFRS(I) 3 are recognised at their fair value at the acquisition date, except that:
-
deferred tax assets or liabilities and liabilities or assets related to employee benefi t arrangements are recognised and measured in accordance with SFRS(I) 1-12 Income Taxes and SFRS(I) 1-19 Employee Benefi ts respectively;
-
liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with SFRS(I) 2 Share-based Payment ; and
-
assets (or disposal groups) that are classifi ed as held for sale in accordance with SFRS(I) 5 are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to refl ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date, and is subject to a maximum of one year.
Goodwill arising on acquisition is recognised as an asset at the acquisition date and is initially measured at cost, being the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer previously held equity interest (if any) in the entity over net acquisition-date fair value amounts of the identifi able assets acquired and the liabilities assumed.
94 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.3 Business combinations (Continued)
If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifi able net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profi t or loss as a bargain purchase gain.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cashgenerating units expected to benefi t from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit (including the goodwill), the impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
The attributable amount of goodwill is included in the determination of gain or loss on disposal of the subsidiary or jointly controlled entity.
2.4 Revenue recognition
The Group is principally in the business of providing Employment Services, Building Management Services and Security Services (Note 33), sales of electronic products and face masks and provision of related installation services. Revenue from contracts with its customers is recognised when or as the Group satisfi es a performance obligation by transferring a promised goods or service generated in the ordinary course of the Group’s activities to its customer, at a transaction price that refl ects the consideration the Group expects to be entitled in exchange for the goods or service and that is allocated to that performance obligation. The goods or service is transferred when or as the customer obtains control of the goods or service.
Service income
- (a) Building Management Services and Security Services
Revenue from a contract to provide Building Management Services and Security Services is recognised over time, using the output method to measure progress towards complete satisfaction of the service, as the customer simultaneously receives and consumes the benefi ts provided by the Group. In the application of the output method, the Group has used appraisals of results achieved method. Accordingly, in view of the nature of the service income on contract basis, management considers that this output method is most appropriate in measuring the progress towards complete satisfaction of these performance obligations under SFRS(I) 15 Revenue from Contracts with Customers (“SFRS(I) 15”).
Revenue from adhoc in Building Management Services and Security Services is recognised at a point in time when the service has been provided and the right to consideration has been earned.
95
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.4 Revenue recognition (Continued)
Service income (Continued)
- (a) Building Management Services and Security Services (Continued)
Advance consideration received from customers for services not yet provided is recognised as a contract liabilities (Note 27).
- (b) Employment Services
Revenue from Employment Services in relation to provision of sourcing, employment and training of migrant domestic workers (“MDWs”) is recognised at a point in time when the service has been provided and the right to consideration has been earned.
Revenue from administrative services in Employment Services Business is recognised over time, using the output method to measure progress towards complete satisfaction of the services.
Advance consideration received from customers for services not yet provided is recognised as a contract liabilities (Note 27).
Sales of electronic products and face masks
The Group sells a range of electronic products in relation to provision of security services, and Internet of Things (“IoT”) sensors to its customers. Revenue is recognised at a point in time when control of the goods is transferred to the end customers (i.e. when the goods are delivered in accordance with the terms and conditions and signifi cant risks and rewards of ownership of the goods have been transferred to the customer).
Installation services
The Group provides installation services, which includes running of electrical cables, for Smart Toilet System that are either sold separately or bundled together with the sale of electronic products in relation to provision of Smart Toilet System and building management solutions to customers. The installation service can be obtained from other providers and does not signifi cantly customise or modify the electronic products.
The bundled sale of installation services and electronic products comprises two performance obligations because the promises to provide the installation services and to transfer the electronic products are capable of being distinct and separately identifi able. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the installation services and electronic products.
Revenue from the installation service is recognised at a point in time upon completion of installation and acceptance by customers.
96 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.4 Revenue recognition (Continued)
Installation services (Continued)
The customer is invoiced on a milestone payment schedule. If the value of the goods or services transferred by the Group exceeds the payment, an accrued receivable is recognised. If the payment exceeds the value of the goods transferred, an advanced consideration from customer is recognised under contract liabilities from contract with customers.
2.5 Borrowing costs
Borrowing costs are recognised in profi t or loss in the period in which they are incurred.
2.6
Payments to defi ned contribution retirement benefi t plans are charged as an expense as they fall due. Payments made to state-managed retirement benefi t schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defi ned contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.
2.7 Employee leave entitlements
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the fi nancial year.
2.8 Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profi t for the fi nancial year. Taxable profi t differs from profi t as reported profi t or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the fi nancial year.
Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the fi nancial statements and the corresponding tax bases used in the computation of taxable profi t, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities that at the time of the transaction affects neither the taxable profi t nor the accounting profi t and does not give rise to equal taxable and deductible temporary differences.
97
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.8 Income tax (Continued)
Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profi t will be available against which the deductible temporary differences and tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each fi nancial year and reduced to the extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the fi nancial year and based on the tax consequence that will follow from the manner in which the Group expects, at the end of the fi nancial year, to recover or settle the carrying amounts of its assets and liabilities except for the investment properties where investment properties measured at fair value are presented to be recovered entirely through sale.
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 they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which signifi cant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Current and deferred tax are recognised as an expense or income in profi t or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognised directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.
2.9 Dividends
Equity dividends are recognised as a liability when they become legally payable. Interim dividends are recorded in the fi nancial year in which they are declared payable. Final dividends are recorded in the financial year in which dividends are approved by shareholders. A corresponding amount is recognised in equity.
98 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.10 Foreign currency transactions and translation
Foreign currency transactions are translated into the individual entities’ respective functional currency at the exchange rates prevailing on the date of the transaction. At the end of each fi nancial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the fi nancial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profi t or loss for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profi t or loss for the year except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity through other comprehensive income.
2.11 Property, plant and equipment
Leasehold building held for use in the production or supply of goods or services, or for administrative purposes, is shown at cost less any subsequent accumulated depreciation, and where applicable, accumulated impairment losses.
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.
Subsequent expenditure relating to property, plant and equipment is added to the carrying amount of the asset only when it is probable that future economic benefi ts associated with the item will fl ow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profi t or loss when incurred.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases:
| Leasehold building | 45 to 46 years |
|---|---|
| Equipment | 5 years |
| Motor vehicles | 3 to 5 years |
| Computers and off ce equipment | 3 to 5 years |
| Renovation, furniture and f ttings | 3 to 5 years |
For right-of-use assets for which ownership of the underlying asset is not transferred to the Group by the end of the lease term, depreciation is charged over the lease term, using the straight-line method. The lease periods are disclosed in Note 17.
99
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.11 Property, plant and equipment (Continued)
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
The estimated useful lives, residual values and depreciation methods are reviewed, and adjusted as appropriate, at the end of each fi nancial year.
The gain or loss, being the difference between the sales proceeds and the carrying amount of the asset, arising on disposal or retirement of an item of property, plant and equipment is recognised in profi t or loss.
Fully depreciated property, plant and equipment are retained in the fi nancial statements until they are no longer in use.
2.12 Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is measured initially at its cost, including transaction costs. Subsequent to initial recognition, investment property is measured at fair value and changes in the fair value are included in profi t or loss for the year in which they arise, including the corresponding tax effect. Fair values are determined annually by independent professional valuers.
Costs of major renovations and improvements to the investment property are capitalised as additions and the carrying amounts of the replaced components are written off to profi t or loss. The costs of maintenance, repairs and minor improvement are charged to profi t or loss when incurred.
Upon its disposal or retirement, the difference between the net disposal proceeds and the carrying amount of the investment property is recognised in profi t or loss.
2.13 Intangible assets
Acquired intangible assets
Acquired intangible assets are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value at the acquisition date. Subsequent to initial recognition, the intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses.
Acquired intangible assets have either fi nite or indefi nite useful life.
Intangible assets with fi nite useful life are amortised over its useful life, using its straight-line method, over the following bases:
Customer contracts and contractual customer relationships 1 to 5 years Non-contractual customer relationships 2 to 10 years
100 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.13 Intangible assets (Continued)
Acquired intangible assets (Continued)
The amortisation charge is recognised in profi t or loss and is assessed for impairment when there is an indication that the intangible asset may be impaired. The estimated amortisation period and amortisation methods are reviewed, and adjusted as appropriate, at the end of each fi nancial year.
The intangible asset is derecognised upon disposal or when no future economic benefi ts are expected from its use or disposal, with any gain or loss arising from the derecognition of an intangible asset, being the difference between the net disposal proceeds and the carrying amount of the asset, recognised in profi t or loss.
Internally generated intangible assets
Expenditure from the research phase of an internal project to create an intangible asset is expensed in profi t or loss when it is incurred. Where the research phase cannot be distinguished from the development phase of an internal project, the Group treats the expenditure on that project as if it were incurred in the research phase only.
Operation system, operational web portal and mobile application
Operation system, operational web portal and mobile application are initially measured at cost. Following initial recognition, operation system, operational web portal and mobile application are measured at cost less accumulated amortisation and accumulated impairment losses. The operation system, operational web portal and mobile application are amortised to profi t or loss over its estimated useful lives of 3 years and 5 years, respectively.
Development technology in progress
Technology development costs are initially recognised as an intangible asset under development. The costs attributable can be measured reliably during the development.
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised, if, any only if, all the following have been demonstrated:
-
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
-
the intention to complete the intangible asset and use or sell it;
-
the ability to use or sell the intangible asset;
-
how the intangible asset will generate probable future economic benefi ts;
-
the availability of adequate technical, fi nancial and other resources to complete the development and to use or sell the intangible assets; and
-
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 101
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.13 Intangible assets (Continued)
Development technology in progress (Continued)
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset fi rst meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is charged to profi t or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately.
2.14 Investments in associates
An associate is an entity over which the Group has signifi cant infl uence, being the power to participate in the fi nancial and operating policy decisions of the entity but is not control or of joint control of these policies, and generally accompanying a shareholding of 20% or more of the voting power.
On acquisition of the associate, any excess of the cost of the investment over the Group’s share of the net fair value of the associate identifi able assets and liabilities is accounted as goodwill and is included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the associate identifi able assets and liabilities over the cost of the investment is included as income in the determination of the Group’s share of the associate’s profi t or loss in the reporting period in which the investment is acquired. Investments in associates are carried at cost less any impairment loss that has been recognised in profi t or loss in the Company’s separate fi nancial statements.
The results, assets and liabilities of an associate are incorporated in these fi nancial statements using the equity method of accounting, except when the investment is classifi ed as held for sale, in which case it is accounted for under SFRS(I) 5 from the date on which the investee become classifi ed as held for sale. Under the equity method, investments in associates are carried at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment loss of individual investments. The Group’s share of losses in an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognised, unless the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Distributions received from the associate reduce the carrying amount of the investment. Any goodwill arising on the acquisition of the Group’s interest in an associate is accounted for in accordance with the Group’s accounting policy for goodwill arising on such acquisitions (see above).
Unrealised profi ts and losses are eliminated to the extent of the Group’s interest in the associate. Unrealised losses are also eliminated in the same way as unrealised gains, but only to the extent that there is no impairment.
The Company has accounted for its investments in associates at cost in its separate fi nancial statements.
102 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.15 Impairment of non-fi nancial assets excluding goodwill
The Group reviews the carrying amounts of its non-fi nancial assets as at each reporting date to assess for any indication of impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value-in-use. In assessing value-in-use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset.
An impairment loss for the amount by which the asset’s carrying amount exceeds the recoverable amount is recognised immediately in profi t or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cashgenerating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior fi nancial years. A reversal of an impairment loss is recognised immediately in profi t or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
2.16 Financial instruments
The Group recognises a fi nancial asset or a fi nancial liability in its statement of fi nancial position when the Group becomes party to the contractual provisions of the instrument.
Financial assets
Initial recognition and measurement
With the exception of trade receivables that do not contain a signifi cant fi nancing component or for which the Group applies a practical expedient, all fi nancial assets are initially measured at fair value, plus transaction costs, except for those fi nancial assets classifi ed as at fair value through profi t or loss, which are initially measured at fair value. Such trade receivables that do not contain a signifi cant fi nancing component or for which the Group applies a practical expedient are measured at transaction price as defi ned in SFRS(I) 15 in Note 2.4.
The classifi cation of the fi nancial assets at initial recognition as subsequently measured at amortised cost and fair value through profi t or loss (“FVTPL”) depends on the Group’s business model for managing the fi nancial assets and the contractual cash fl ows characteristics of the fi nancial asset.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 103
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.16 Financial instruments (Continued)
Financial assets (Continued)
Initial recognition and measurement (Continued)
The Group’s business model refers to how the Group manages its fi nancial assets in order to generate cash fl ows which determines whether cash fl ows will result from collecting contractual cash fl ows, selling fi nancial assets or both.
The Group determines whether the asset’s contractual cash fl ows are solely payments of principal and interest (“SPPI”) on the principal amount outstanding to determine the classifi cation of the fi nancial assets.
Financial assets at amortised cost
A fi nancial asset is subsequently measured at amortised cost if the fi nancial asset is held within a business model whose objective is to hold fi nancial assets in order to collect contractual cash fl ows and the contractual terms of the fi nancial asset give rise on specifi ed dates to cash fl ows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at amortised cost include trade and other receivables and cash and bank balances.
Subsequent to initial recognition, the fi nancial asset at amortised cost are measured using the effective interest method and is subject to impairment. Gains or losses are recognised in profi t or loss when the asset is derecognised, modifi ed or impaired.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a fi nancial instrument and allocating the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on 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 fi nancial instrument, or where appropriate, a shorter period, to the net carrying amount of the fi nancial instrument. Income and expense are recognised on an effective interest basis for debt instruments other than those fi nancial instruments at fair value through profi t or loss.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, and recognised in interest income.
Dividends from equity instruments are recognised in profi t or loss only when the Group’s right to receive payment of the dividend is established, it is probable that the economic benefi ts associated with the dividend will fl ow to the Group and the amount of the dividend can be measured reliably.
104 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.16 Financial instruments (Continued)
Financial assets (Continued)
Financial assets at FVTPL
A fi nancial asset is subsequently measured at FVTPL if the fi nancial asset is a fi nancial asset held for trading, is not measured at amortised cost, or is irrevocably elected at initial recognition to be designated FVTPL if, by designating the fi nancial asset as FVTPL, eliminates or signifi cantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
Gains or losses are recognised in profi t or loss.
Impairment of f nancial assets
The Group recognises a loss allowance for expected credit losses (“ECL”) on fi nancial assets measured at amortised cost. At each reporting date, the Group assesses whether the credit risk on a fi nancial asset has increased signifi cantly since initial recognition by assessing the change in the risk of a default occurring over the expected life of the fi nancial instrument. Where the fi nancial asset is determined to have low credit risk at the reporting date, the Group assumes that the credit risk on a fi nancial asset has not increased signifi cantly since initial recognition.
The Group uses reasonable and supportable forward-looking information that is available without undue cost or effort as well as past due information when determining whether credit risk has increased signifi cantly since initial recognition.
Where the credit risk on that fi nancial instrument has increased signifi cantly since initial recognition, the Group measures the loss allowance for a fi nancial instrument at an amount equal to the lifetime ECL. Where the credit risk on that fi nancial instrument has not increased signifi cantly since initial recognition, the Group measures the loss allowance for that fi nancial instrument at an amount equal to 12-month ECL.
The Group applies the simplifi ed approach to recognise the ECL for trade receivables, which is to measure the loss allowance at an amount equal to lifetime ECL. As a practical expedient, the Group uses an allowance matrix derived based on historical credit loss experience adjusted for current conditions and forecasts of future economic conditions for measuring ECL.
The amount of ECL or reversal thereof that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised in profi t or loss.
The Group directly reduces the gross carrying amount of a fi nancial asset when the entity has no reasonable expectations of recovering a fi nancial asset in its entirety or a portion thereof.
For details on the Group’s accounting policy for its impairment of fi nancial assets, refer to Note 30.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 105
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.16 Financial instruments (Continued)
Financial assets (Continued)
Derecognition of f nancial assets
The Group derecognises a fi nancial asset only when the contractual rights to the cash fl ows from the fi nancial asset expire, or it transfers the fi nancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership of the fi nancial asset and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred fi nancial asset, the Group continues to recognise the fi nancial asset and also recognises a collateralised borrowing for the proceeds receivables.
Financial liabilities and equity instruments
Classif cation as debt or equity
Financial liabilities and equity instruments issued by Group are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Ordinary share capital
Ordinary share capital is classifi ed as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity.
Financial liabilities
Initial recognition and measurement
All fi nancial liabilities are initially measured at fair value, minus transaction costs, except for those fi nancial liabilities classifi ed as at fair value through profi t or loss, which are initially measured at fair value.
Financial liabilities are classifi ed as either fi nancial liabilities at fair value through profi t or loss or other fi nancial liabilities.
Financial liabilities are classifi ed as at fair value through profi t or loss if the fi nancial liability is either held for trading or it is designated as such upon initial recognition.
106 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.16 Financial instruments (Continued)
Financial assets (Continued)
Other f nancial liabilities
Trade and other payables
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis. A gain or loss is recognised in profi t or loss when the liability is derecognised and through the amortisation process.
Borrowings
Interest-bearing property loan was initially measured at fair value, and was subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings was recognised over the term of the borrowing in accordance with the Group’s accounting policy for borrowing costs (see Note 2.5 above). A gain or loss was recognised in profi t or loss when the liability was derecognised and through the amortisation process.
Derecognition of f nancial liabilities
The Group derecognises fi nancial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.
Offsetting of f nancial instruments
A fi nancial asset and a fi nancial liability shall be offset, and the net amount presented in the statements of fi nancial position when and only when, an entity:
-
(a) currently has a legally enforceable right to set off the recognised amounts; and
-
(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
2.17 Inventories
Inventories, comprising mainly electronic products and IoT sensors in relation to provision of Smart Toilet System, are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bring the inventories to their present location and condition. Cost is calculated using the weighted average methods. Net realisable value represents the net amount that the Group expects to realise from the sale of inventories in the ordinary course of business.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 107
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.18 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits with fi nancial institutions which are readily convertible to known amounts of cash and are subject to insignifi cant risk of changes in value. For the purpose of the consolidated statement of cash fl ows, cash and cash equivalents exclude deposits pledged with the fi nancial institutions as collateral which form an integral part of the Group’s cash management.
2.19 Leases
At inception of a contract, the Group assessed whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identifi ed asset for a period of time in exchange for consideration.
Where a contract contains more than one lease component, the Group allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component. Where the contract contains non-lease components, the Group applied the practical expedient to not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.
The Group recognises a right-of-use asset and lease liability at the lease commencement date for all lease arrangement for which the Group is the lessee, except for leases which have lease term of 12 months or less and leases of low value assets for which the Group applied the recognition exemption allowed under SFRS(I) 16 Leases . For these leases, the Group recognises the lease payment as an operating expense on a straight-line basis over the term of the lease.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. When the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset refl ects that the Group will exercise a purchase option, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. The right-of-use asset is also reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability, where applicable.
Right-of-use assets are presented in Note 17.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s incremental borrowing rate.
108 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.19 Leases (Continued)
The Group generally uses the incremental borrowing rate as the discount rate. To determine the incremental borrowing rate, the Group obtains a reference rate and makes certain adjustments to refl ect the terms of the lease and the asset leased.
The lease payments included in the measurement of the lease liability comprise the following:
-
fi xed payments, including in-substance fi xed payments less any lease incentive receivable,
-
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date,
-
amounts expected to be payable under a residual value guarantee,
-
the exercise price under a purchase option that the Group is reasonably certain to exercise, and
-
payments of penalties for terminating the lease if the Group is reasonably certain to terminate early and lease payments for an optional renewal period if the Group is reasonably certain to exercise an extension option.
The lease liability is measured at amortised cost using the effective interest method. The Group remeasures the lease liability when there is a change in the lease term due to a change in assessment of whether it will exercise a termination or extension or purchase option or due to a change in future lease payment resulting from a change in an index or a rate used to determine those payment.
Where there is a remeasurement of the lease liability, a corresponding adjustment is made to the right-of-use asset or in profi t or loss where there is a further reduction in the measurement of the lease liability and the carrying amount of the right-of-use asset has been reduced to zero.
The Group as a lessor
Where a contract contains more than one lease and/or non-lease component, the Group allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component.
At the lease commencement date, the Group assess and classify each lease as either an operating lease or a fi nance lease. Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased assets to the lessee. All other leases are classifi ed as operating leases.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 109
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.19 Leases (Continued)
The Group as a lessor (Continued)
Operating leases
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefi t derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
When the Group subleases its right-of-use assets, it accounts for its interest in the head lease and the sub-lease separately. It assesses its sublease with reference to the right-of-use asset arising from the head lease, instead of by reference to the underlying asset. If the head lease is a short-term lease to which the Group applied the short-term lease recognition exemption, it classifi es the sublease as an operating lease.
2.20 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the fi nancial year, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is the present value of those cash fl ows, which is discounted using a pre-tax discount rate.
When some or all of the economic benefi ts required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.
Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profi t or loss as it arises.
2.21 Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. Where the grant relates to an expense, the grant is recognised as income in profi t or loss on a systematic basis over the periods in which the related costs, for which the grants are intended to compensate, is expensed. Where the grant relates to an asset, the grant is recognised as deferred capital grant on the statement of fi nancial position and is amortised to profi t or loss over the expected useful life of the relevant asset by equal annual instalment.
110 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
2. Summary of material accounting policies (Continued)
2.22 Contingencies
A contingent liability is:
-
(i) a possible obligation that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
-
(ii) a present obligation that arises from past events but is not recognised because:
-
(a) it is not probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation; or
-
(b) the amount of the obligation cannot be measured with suffi cient reliability.
A contingent asset is a possible asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.
Contingencies are not recognised on the statements of fi nancial position of the Group, except for contingent liabilities assumed in a business combination that are present obligations and which the fair value can be reliably determined.
2.23 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed as the group of executive directors and the chief executive offi cer who make strategic decisions.
3. Critical accounting judgements and key sources of estimation uncertainty
The Group made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources in the application of the Group’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors that are considered to be reasonable under the circumstances. Actual results may differ from the estimates.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 111
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
3. Critical accounting judgements and key sources of estimation uncertainty (Continued)
3.1 Critical judgements made in applying the Group’s accounting policies
Lease extension option included in lease contracts
The Group has several lease contracts which include an extension option. In the assessment of whether to include or exclude the extension period in the lease term, the Company considers all relevant facts and circumstances that will create an economic incentive for it to exercise the extension option. After the lease commencement date, the Group only reassesses the lease term when there is a signifi cant event or change in circumstances that is within its control to affect whether it is reasonably certain to exercise the option.
The Group did not include the extension option in the lease term because they are not reasonably certain that the Group would exercise the extension option.
3.2 Key sources of estimation uncertainty
The estimates and assumptions that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below.
Where the fair values of fi nancial instruments recorded in the statement of fi nancial position cannot be derived from active markets, they are determined using valuation techniques. The inputs to these models are derived from observable market data where possible, but where this is not feasible, a degree of judgement is required in establishing the fair values. The judgements include considerations of liquidity and model inputs regarding the future fi nancial performance of the investee, its risk profi le, and economic assumptions regarding the industry and geographical jurisdiction in which the investee operates. Changes in assumptions about these factors could affect the reported fair value of fi nancial instruments. The valuation of fi nancial instruments is described in more details in Note 31.
Impairment of investments in subsidiaries
At the end of each fi nancial year, an assessment is made on whether there are indicators that the Group’s and the Company’s investments are impaired. Where applicable, the Group’s and the Company’s assessment are based on the estimation of the value-in-use of the assets defi ned in SFRS(I) 1-36 Impairment of Assets by forecasting the expected future cash fl ows for a period up to 5 years, using a suitable discount rate in order to calculate the present value of those cash fl ows. The Company’s carrying amount of investments in subsidiaries as at 31 December 2024 was S$8,781,000 (2023: S$11,487,000) (Note 13).
Impairment of goodwill
The Group tests goodwill for impairment at least on an annual basis. Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating units (“CGU”) to which goodwill has been allocated. The value-in-use calculation requires the entity to estimate the future cash fl ows expected to arise from the CGU and a suitable discount rate in order to calculate present value. The carrying amount of goodwill as at 31 December 2024 was S$2,845,000 (2023: S$2,845,000) (Note 11).
112 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
3. Critical accounting judgements and key sources of estimation uncertainty (Continued)
3.2 Key sources of estimation uncertainty (Continued)
Revaluation of investment property
The Group carries its investment property at fair value, with changes in fair values being recognised in profi t or loss. The fair values are determined by independent professional valuers using recognised valuation techniques, including direct comparison methodology. The determination of the fair values was arrived at by reference to market evidence of transactions prices for similar properties with similar uses. The estimates are based on local market conditions existing as at the reporting date. The carrying amount of the Group’s investment property at 31 December 2024 was S$870,000 (2023: S$Nil) (Note 18).
Impairment of intangible assets
At the end of each fi nancial year, an assessment is made on whether there are indicators that the Group’s intangible assets are impaired. The valuation and useful life of the intangible assets are based on management’s best estimates of future performance and periods over which value from the intangible asset will be realized. Management reassesses the estimated useful life at each period end, taking into account the period over which the intangible asset is expected to generate future economic benefi ts. The carrying amount of the Group’s intangible assets as at 31 December 2024 was S$526,000 (2023: S$246,000) (Note 12).
Measurement of ECL of trade receivables
The Group uses an allowance matrix to measure ECL for trade receivables. The ECL rates are based on the Group’s historical loss experience of the customers, for the last 3 years prior to the reporting date for various customer groups that are assessed through the age analysis, adjusted for forward looking factors specifi c to the debtors and the economic environment which could affect the ability of the debtors to settle the trade and other receivables. The Group adjusts the allowance matrix at each reporting date. Such estimation of the ECL rates may not be representative of the actual default in the future. The carrying amount of the Group’s trade receivables as at 31 December 2024 was S$7,650,000 (2023: S$10,484,000) (Note 21).
Measurement of ECL of other receivables
The Group and the Company assess amongst other factors, the fi nancial positions of the third parties and subsidiaries, the past fi nancial performances, and cash fl ow trends, adjusted for the forward-looking factors specifi c to the debtors and economic environment in which the third parties and subsidiaries operate in. Impairment on these balances has been measured on the 12-month or lifetime expected loss basis depending on whether there is a signifi cant increase in credit risk. The carrying amount of the Group’s and the Company’s other receivables as at 31 December 2024 was S$3,786,000 (2023: S$4,797,000) and S$9,380,000 (2023: S$16,450,000) (Note 21).
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 113
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
3. Critical accounting judgements and key sources of estimation uncertainty (Continued)
3.2 Key sources of estimation uncertainty (Continued)
Inventory valuation method
Inventory is valued at the lower of cost and net realisable value. Management reviews the Group’s inventory levels in order to identify slow-moving and obsolete inventory and identifi es items of inventory which have a market price, being the selling price quoted from the market of similar items that is lower than its carrying amount. Management then estimates the amount of inventory loss as an allowance on inventory, if any. Changes in demand levels, technological developments and pricing competition could affect the saleability and values of the inventory which could then consequentially impact the Group’s and the Company’s results, cash fl ows and fi nancial position. The carrying amount of the Group’s inventories as at 31 December 2024 was S$252,000 (2023: S$778,000). The allowance made on inventory for the year ended 31 December 2024 was S$Nil (2023: S$13,000).
Provision for income taxes
The Group has exposure to income taxes in Singapore of which a portion of these taxes arose from certain transactions and computations for which ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities of expected tax issues based on their best estimates of the likely taxes due. Where the fi nal tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax positions in the period in which such determination is made. The carrying amount of the Group’s and Company’s current tax payable as at 31 December 2024 and 31 December 2023 were S$Nil respectively.
4. Revenue
| Service income (point in time) − Employment Services − Building Management Services − Security Services Service income (over time) − Employment Services − Building Management Services − Security Services Installation services (point in time) Sales of goods (point in time) |
2024 | Group 2023 |
Group 2023 |
|---|---|---|---|
| S$’000 S$’000 |
|||
| 10,736 5,451 3,694 |
9,834 6,492 3,735 |
||
| 19,881 20,061 |
|||
| 1 31,081 12,852 |
22 31,582 12,490 |
||
| 43,934 44,094 149 21 503 905 |
|||
| 64,467 65,081 |
114 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
4. Revenue (Continued)
Transaction price allocated to the remaining unsatisfi ed or partially satisfi ed performance obligations and expected to be realised in the following fi nancial years are as follows:
| Within one year After one year within f ve years |
2024 2023 |
|---|---|
| S$’000 S$’000 9,684 10,715 3,595 3,775 |
|
| 13,279 14,490 |
This may be recognised as revenue subject to the complete satisfaction of the services with acceptance by customers and termination clauses within the contracts.
The Group has applied the practical expedient permitted under SFRS(I) 15 for those performance obligations which are part of contracts that have an original expected duration of one year or less to not disclose the timing of when the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfi ed (or partially unsatisfi ed) will be satisfi ed.
5. Other operating income
| Administrative fees income Dividend income from quoted equity instruments Foreign exchange gain Government credit schemes and government grants Gain on disposal of property, plant and equipment Gain on disposal of quoted f nancial assets Fair value gain arising from quoted f nancial assets Fair value gain arising from unquoted f nancial assets Gain on lease termination Gain on disposal of a subsidiary Gain on disposal of associates Fair value gain on investment property Income from supplies to subcontractors Interest income from advances to subcontractors Interest income from f xed deposits Rental income Reversal of loss allowance for trade receivables Reversal of loss allowance for other receivables Refund of insurance charges Sponsorship Others |
2024 | Group 2023 |
Group 2023 |
|---|---|---|---|
| S$’000 S$’000 65 84 77 135 – 2 1,944 708 43 73 338 – 47 – 56 – 8 12 600 – 665 – 19 – 2 4 |
|||
| 17 246 |
28 310 |
||
| 263 338 91 31 70 – 14 – 21 8 8 24 – 2 |
|||
| 4,331 1,421 |
115
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
5. Other operating income (Continued)
Government credit schemes and government grants consist of special employment credit, senior employment credit, wage credit scheme, enabling employment credit, Jobs Growth Incentive (“JGI”), property tax rebates, national serviceman relief, Absentee Payroll funding from Singapore Workforce Development Agency, grant under WorkPro programme from Singapore National Employers Federation, Skill Future funding from Skills Future Singapore Agency in connection to certifi able skills training courses, Capability Development Grant, Enterprise Development Grant, Productivity Solutions Grant from Enterprise Singapore, Progressive Wage Credit Scheme (“PWCS”) and Senior Employment Credit (“SEC”).
Government Assistance Schemes
The JGI which ended on 31 December 2023 supported employers to expand local hiring and the support varied depending on when local hire was hired and the characteristics of the local hire.
Under the property tax rebates, the property owners of qualifying properties, depending on the property type, were granted rebates of up to 100% on their property tax payable.
PWCS was introduced in Budget 2022 to provide transitional wages support for employers to adjust to mandatory wages increase for lower-wage workers covered by the Progressive Wage Model and Local Qualifying Salary requirements and voluntarily raise wages of low-wage workers.
Under the SEC, the Government provides wage offsets to help employers that employ Singaporean workers adjust to the higher Retirement Age and Re-employment Age. Higher support will be given for the older age bands.
The Group has been awarded certain government grants for which the grant income was recognised in other income. The grant income relating to JGI amounted to S$540,000 (2023: S$31,000) and the corresponding expenses were recognised in staff costs under cost of sales and administrative expenses respectively. The grant income for PWCS amounted to S$352,000 (2023: S$290,000), supporting the Group in managing wage adjustments for lower-wage workers in compliance with the Progressive Wage Model and Local Qualifying Salary requirements. Similarly, the grant income for SEC totaled S$129,000 (2023: S$40,000), providing wage offsets to help the Group accommodate higher retirement and re-employment ages for Singaporean employees.
Grant receivables of S$110,000 (2023: S$42,000) were recognised in trade and other receivables (Note 21) and deferred government income of S$19,000 (2023: S$61,000) was recognised in trade and other payables (Note 26).
6. Finance expenses
| Interest expenses on: − Leases − Property loan |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 110 98 14 14 |
||
| 124 112 |
116 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
7. Profi t/(loss) before income tax
The following charges were included in the determination of profi t/(loss) before income tax:
| Note Included in cost of sales: Cost of inventories recognised as an expense 20 Allowance for inventory obsolescence Depreciation of right-of-use assets 17 Insurance Expenses relating to short-term leases Expenses relating to low-value assets Purchase of low-value assets Recruitment expenses Staff costs (excluding key management personnel remuneration) 8 Subcontractors’ fees Included in administrative expenses: Audit fees to auditors of the Company: - Current f nancial year Non-audit fees to auditors of the Company Advertising expenses Loss allowance for trade receivables 30 Loss allowance for other receivables 30 Loss on disposal of property, plant and equipment Amortisation of intangible assets 12 Bad debts written-off Depreciation of property, plant and equipment 16 Depreciation of right-of-use assets 17 Directors’ fees 29 Fair value (gain)/loss arising from quoted f nancial assets at FVTPL 15 Insurance Key management personnel remuneration 29 Expenses relating to short-term leases Expenses relating to low-value assets Property, plant and equipment written-off Consultancy retainer fees Staff costs (excluding key management personnel remuneration) 8 |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 469 526 – 13 462 483 969 643 115 103 12 9 52 63 3,938 3,690 33,950 36,624 8,403 7,865 |
||
| 283 287 47 51 284 291 300 159 221 219 30 3 183 166 20 1 322 538 1,216 1,206 149 147 (47) 73 268 333 3,694 4,140 131 193 2 7 2 31 121 123 8,015 7,761 |
117
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
8. Staff costs (excluding key management personnel remuneration)
| Cost of sales Salaries, allowances and other benef ts Def ned contribution plan Administrative expenses Salaries, allowances and other benef ts Def ned contribution plan Total staff costs |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 31,042 33,536 2,908 3,088 |
||
| 33,950 36,624 |
||
| 7,237 7,035 778 726 |
||
| 8,015 7,761 |
||
| 41,965 44,385 |
9. Income tax credit
| Current income tax − Current f nancial year − Under/(Over)-provision in prior f nancial years Deferred income tax (Note 19) − Origination and reversal of temporary differences Total tax credit |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 4 – – 5 |
||
| 4 5 |
||
| (7) (6) |
||
| (7) (6) |
||
| (3) (1) |
The Company and all its subsidiaries is incorporated in Singapore and accordingly is subject to income tax rate of 17% (2023: 17%).
118 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
9. Income tax credit (Continued)
Reconciliation of effective tax rate is as follows:
| Prof t/(loss) before income tax Share of prof ts from equity-accounted for associates, net of taxation Prof t/(loss) before income tax and share of prof ts from equity-accounted for associates, net of taxation Income tax at statutory rate (17%) Tax effects of: − Expenses not deductible for tax purposes − Income not subject to tax − Tax incentive and special allowance − Tax exemptions and rebates − Utilisation of group relief − Underprovision in prior f nancial years − Unrecognised deferred tax benef ts − Others Total tax credit |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 1,349 (4,216) (778) (209) |
||
| 571 (4,425) |
||
| 97 (752) 504 483 (450) (272) (11) (27) (56) – 13 – – 5 (113) 572 13 (10) |
||
| (3) (1) |
10. Profi t/(loss) per share
Basic and diluted loss per share are calculated by dividing the profi t or loss for the fi nancial year attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the fi nancial year. The following table refl ects the profi t/(loss) and share data used in the computation of basic profi t or loss per share:
| Prof t/(loss) for the purposes of basic and diluted loss per share (Prof t/ (loss) for the f nancial year attributable to owners of the Company) (S$’000) Weighted average number of ordinary shares outstanding for basic and diluted prof t/(loss) per share (’000) Basic and diluted prof t/(loss) per share (cents) |
2024 | Group 2023 |
|---|---|---|
| 1,351 (3,934) 251,186 251,186 0.54 (1.57) |
The basic and diluted profi t or loss per share is the same as there were no potentially dilutive instruments.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 119
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
11. Goodwill on consolidation
| Note Cost: At 1 January and 31 December |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 2,845 2,845 |
Goodwill acquired through business combinations is allocated, at acquisition, to the CGU that are expected to benefi t from those business combinations. The carrying amount of goodwill had been allocated as follows:
| Advancer IFM Pte. Ltd. Newman Group(1) SRE Global Pte. Ltd. |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 115 115 1,785 1,785 945 945 |
||
| 2,845 2,845 |
(1) Newman Group – Newman Property Consultants Pte. Ltd. and Newman Property Services Pte. Ltd. have been allocated as one CGU.
Impairment testing of each goodwill
The Group tests CGU for impairment annually, or more frequently when there is an indication for impairment.
The Group has measured the recoverable amount of each CGU based on 5-years cash fl ows projections approved by the Board of Directors. Key assumptions on which management has based its cash fl ow projections for the respective periods of the signifi cant CGU are as follows:
| SRE | Advancer | IFM | Newman | Group | |||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||
| % | % | % | % | % | % | ||
| Revenue growth | (3.34) to | 5.79 to | (0.47) to | (0.02) to | 1.72 to | 6.07 to | |
| rates | 2.22 | 6.67 | 165.58 | 41.23 | 21.54 | 14.76 | |
| Gross prof t | 21.4 to | 15.3 to | 18.3 to | ||||
| margins | 21.9 | 19.5 | 9.5 | 22.3 | 16.9 | 19.6 | |
| Discount rates | 9.62 | 9.49 | 9.62 | 9.49 | 9.62 | 9.49 | |
| Terminal growth | |||||||
| rates | 2.00 | 2.34 | 2.00 | 2.34 | 2.00 | 2.34 |
120 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
11. Goodwill on consolidation (Continued)
Key assumptions used in the value-in-use calculations
Revenue growth rates – The forecasted revenue growth rates used are based on contractual customers wherein contracts are mostly with a one to two-years term and automatic renewal clause relevant to the CGUs and regular customers, taking into account of the forecasted revenue growth rate relevant to the environment where the CGUs operate in.
Gross profi t margins – Gross profi t margins are determined based on past performance and its expectations of market developments.
Discount rates – The discount rate used is based on the weighted average cost of the CGU’s capital (the “WACC”), adjusted for the specifi c circumstances of the CGU and based on management’s experience, and re-grossed back to arrive at the pre-tax rate.
Terminal growth rates – The terminal growth rates are determined based on management’s estimate of the long-term industry growth rates.
Sensitivity to changes in assumptions
Management is of the view that any reasonable possible change in any of the above key assumptions is not likely to materially cause the CGU’s carrying amount to exceed its recoverable amount except for CGU arising from SRE Global Pte. Ltd..
The recoverable amount of CGU arising from SRE Global Pte. Ltd. was estimated to be higher than the CGU’s carrying amount by S$745,000. Accordingly, no impairment of goodwill was recognised in FY2024. The calculation of value-in-use for the CGU is sensitive to the changes to the gross profi t margin. If the gross profi t margin were to decrease from the range of 21.4% and 21.9% to 20.2%, holding all other variables constant, the recoverable amount would approximate the carrying amount of the CGU for the fi nancial year ended 31 December 2024.
Impairment loss recognised
No impairment loss on goodwill was recognised during the fi nancial years ended 31 December 2024 and 2023.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 121
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
12. Intangible assets
| Group | Customer contracts and contractual customer relationships(1) Non- contractual customer relationships(2) Operation system, operational web portal and mobile application(3) Development Technology in progress(4) Total |
|---|---|
| Cost At 1 January 2023 and 31 December 2023 Additions At 31 December 2024 Accumulated amortisation At 1 January 2023 Amortisation for the f nancial year At 31 December 2023 Amortisation for the f nancial year At 31 December 2024 Carrying amount At 31 December 2024 At 31 December 2023 |
S$’000 S$’000 S$’000 S$’000 S$’000 2,629 362 592 – 3,583 – – 177 286 463 |
| 2,629 362 769 286 4,046 |
|
| 2,593 263 315 – 3,171 9 45 112 – 166 |
|
| 2,602 308 427 – 3,337 9 46 128 – 183 |
|
| 2,611 354 555 – 3,520 |
|
| 18 8 214 286 526 |
|
| 27 54 165 – 246 |
(1) Customer contracts and contractual customer relationships were acquired in business combinations during the fi nancial years ended 31 December 2016, 2017, 2019 and 2022.
(2) Cost of non-contractual customer relationships is attributable to long-term relationship with its customers.
(3) Cost is attributable to the purchase of (i) operational web portal for Group’s Employment Services Business, (ii) mobile application for cleaning services, (iii) a dashboard for property management services, and (iv) operation system for pest control services.
(4) Cost is attributable to the Group’s hybrid energy saving product still under development.
122 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries
| Investments in subsidiaries, at cost Allowance of impairment in subsidiaries Deemed investment arising from employees share options provided to employees of subsidiaries |
Company 2024 2023 |
|---|---|
| S$’000 S$’000 11,371 11,371 (2,700) – 110 116 |
|
| 8,781 11,487 |
Movements in the Company’s provision of impairment losses for its investments in subsidiaries as at 31 December are as follows:
| At 1 January Addition during the year At 31 December |
Company 2024 2023 |
|---|---|
| S$’000 S$’000 – – 2,700 – |
|
| 2,700 – |
An assessment is made on whether there are indicators that the Company’s investments are impaired. During fi nancial year ended 31 December 2024, an impairment loss of S$2,700,000 was recognised for its investment in subsidiary arising from Advancer Global Facility Pte. Ltd. mainly due to the fair value less costs to disposal of the subsidiary being lower than the carrying amount of the investment.
The fair value less costs to disposal was determined based on the fair value derived using a combination of adjusted net asset approach and income approach using level 3 inputs.
The carrying amounts of current assets and liabilities of the subsidiary approximate their respective fair value due to the relative short-term maturity of these assets and liabilities.
The valuation technique and fair value hierarchy of the investment property are disclosed in Note 18 and Note 31 respectively.
The fair values of the investment in subsidiaries held by Advancer Global Facility Pte. Ltd. are determined on the following basis:
-
(i) Net asset value which approximates the fair value of the investment in subsidiaries where the subsidiaries are loss making; or
-
(ii) Discounted cash fl ow analysis which estimates the present value of the expected future cash fl ows to be derived from the investment in Newman Group and SRE Global Pte. Ltd.. The key assumptions used in the discounted cash fl ow analysis are as disclosed in Note 11.
The cost of disposal is assessed to be insignifi cant.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 123
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
The details of the subsidiaries are as follows:
| Effective equity held by | Effective equity held by | ||
|---|---|---|---|
| Name of subsidiaries | Principal activities | the Company | |
| 2024 | 2023 | ||
| % | % | ||
| Held directly by the Company | |||
| Advancer Global Manpower | Investment holding | 100 | 100 |
| Pte. Ltd. (“AGM”)(1) (2) | |||
| Advancer Global Facility | Management consultancy services / | 100 | 100 |
| Pte. Ltd. (“AGF”)(1) | Investment holding | ||
| Advancer Global Security | Investment holding | 100 | 100 |
| Pte. Ltd. (“AGS”)(1) (2) | |||
| Held through Advancer Global Manpower Pte. Ltd. | |||
| Advancer Nation Pte. Ltd. | Management consultancy service / Other | – | 100 |
| (“Advancer Nation”)(4) | Holding Companies | ||
| Nation Human Resources | Domestic worker employment placement | 100 | 100 |
| Pte. Ltd.(1) | agencies (excluding online marketplaces) | ||
| / Chartered bus services (including school | |||
| buses) | |||
| Nation Employment Pte. | Domestic worker employment placement | 100 | 100 |
| Ltd.(1) | agencies (excluding online marketplaces) / | ||
| Letting of self-owned or leased real estate | |||
| property except food courts, coffee shops | |||
| and canteens (e.g. off ce / exhibition | |||
| space, shopping mall, self-storage | |||
| facilities) | |||
| Held through Advancer Global Facility Pte. Ltd. | |||
| Our Express Pte. Ltd. (“Our | Online marketplaces for services n.e.c./ | – | 100 |
| Express”)(5) | Online marketplaces for goods (including | ||
| food) | |||
| First Stewards Private | General cleaning services (including | 100 | 100 |
| Limited(3) | cleaning of public areas, off ces and | ||
| factories) except household cleaning and | |||
| online marketplaces | |||
| Master Clean Facility | General cleaning services (including | 100 | 100 |
| Services Pte. Ltd. (“MC”) | cleaning of public areas, off ces and | (Note d) | |
| (1) | factories) except household cleaning | ||
| and online marketplaces / Management | |||
| consultancy services |
124 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
The details of the subsidiaries are as follows: (Continued)
| Effective | equity held by | ||
|---|---|---|---|
| Name of subsidiaries | Principal activities | the | Company |
| 2024 | 2023 | ||
| % | % | ||
| Held through Advancer Global Facility Pte. Ltd. (Continued) | |||
| Newman Property Services | Management of self-owned strata titled | 100 | 100 |
| Pte. Ltd.(1) | property (i.e. management corporation | (Note e) | |
| strata title) (Services including building | |||
| related services essential for upkeep | |||
| of building) / Real estate agencies and | |||
| valuation services | |||
| Newman Property | Residential (other than town councils), | 100 | 100 |
| Consultants Pte. Ltd.(1) | commercial and industrial real estate | (Note e) | |
| management / services including building | |||
| related services essential for upkeep | |||
| of building / Real estate agencies and | |||
| valuation services | |||
| Premier Eco-Care Pte. Ltd. | Pest control services not in connection with | 100 | 100 |
| (1) | agriculture (Pest control, fumigation and | ||
| other ecological care services) / General | |||
| cleaning services (including cleaning | |||
| of public areas, off ces and factories) | |||
| except household cleaning and online | |||
| marketplaces | |||
| Prestige International | Pest control services not in connection with | 100 | 100 |
| Management Pte. Ltd. | agriculture (Pest control, fumigation and | ||
| (Wholly-owned subsidiary | other ecological care services) / Domestic | ||
| of Premier Eco-Care Pte. | worker employment placement agencies | ||
| Ltd.)(1) | (excluding online marketplaces) | ||
| World Clean Facility | General cleaning services (including | 100 | 100 |
| Services Pte. Ltd.(1) | cleaning of public areas, off ces and | ||
| factories) except household cleaning and | |||
| online marketplaces / Pest control services | |||
| not in connection with agriculture (Pest | |||
| control, fumigation and other ecological | |||
| care services) | |||
| Advancer Smart | Data analytics, processing and related | 85 | 85 |
| Technology Pte. Ltd. | activities n.e.c. (Data analytics from | ||
| (“AST”)(1) | internet of things devices & embedded | ||
| artif cial intelligence) / Wholesale of | |||
| electronic components |
125
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
The details of the subsidiaries are as follows: (Continued)
| Effective equity held by | Effective equity held by | ||
|---|---|---|---|
| Name of subsidiaries | Principal activities | the Company | |
| 2024 | 2023 | ||
| % | % | ||
| Held through Advancer Global Facility Pte. Ltd. (Continued) | |||
| Country Cousins Pte. Ltd. | Landscape planting, care and maintenance | 100 | 100 |
| (“Country Cousins”)(1) | service activities (e.g. garden installation | ||
| and maintenance, grass cutting, tree | |||
| felling, pruning) / Domestic worker | |||
| employment placement agencies | |||
| (excluding online marketplaces) | |||
| SRE Global Pte. Ltd. | Real estate developer / Real estate | 82 | 82 |
| (“SRE”)(1) | agencies and valuation services | (Note c) | |
| SRE Management Services | Residential (other than town councils), | – | 82 |
| Pte. Ltd. (Wholly-owned | commercial and industrial real estate | ||
| subsidiary of SRE) | management | ||
| (“SREM”)(6) | |||
| SRE Property & Facility | Residential (other than town councils), | 82 | 82 |
| Pte. Ltd. (Wholly-owned | commercial and industrial real estate | ||
| subsidiary of SRE) | management | ||
| (“SREP”)(7) | |||
| Held through Advancer Global Security Pte. Ltd. | |||
| AGS Integration Pte. Ltd. | Private security activities / Other | - | 70 |
| (“AGSI”) | construction installation n.e.c. | (Note b) | |
| Advancer IFM Pte. Ltd.(1) | Private security activities / General | 100 | 100 |
| cleaning services (including cleaning | (Note a) | ||
| of public areas, off ces and factories) | |||
| except household cleaning and online | |||
| marketplaces | |||
| Advancer Security Pte. Ltd. | Private security activities / General | 100 | 100 |
| (“AS”)(1) | cleaning services (including cleaning | ||
| of public areas, off ces and factories) | |||
| except household cleaning and online | |||
| marketplaces |
(1) Audited by Forvis Mazars LLP, Singapore.
(2) The subsidiaries are dormant.
(3) During the fi nancial year, the subsidiary is in the process of submitting an application to ACRA to strike off the company. The unaudited accounts have been used for the purpose of consolidation as it is not material to the Group’s consolidated fi nancial statements.
126 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
-
(4) Struck off from the Register of Companies pursuant to Section 344A of the Companies Act 1967 of Singapore on 5 February 2024.
-
(5) Struck off from the Register of Companies pursuant to Section 344A of the Companies Act 1967 of Singapore on 8 May 2024.
-
(6) Struck off from the Register of Companies pursuant to Section 344A of the Companies Act 1967 of Singapore on 29 April 2024.
-
(7) During the fi nancial year, this subsidiary submitted an application to ACRA to strike off the company.
All subsidiaries are incorporated and operating in Singapore.
Interest in subsidiaries with material non-controlling interests (“NCI”)
The Group has the following subsidiaries which have NCI that are material to the Group:
| Name of subsidiaries AGSI SRE AST |
Proportion of ownership interest held by NCI (Loss)/Prof t allocated to NCI during the f nancial year 2024 2023 2024 2023 |
Accumulated NCI at the reporting date |
|---|---|---|
2024 2023 |
||
| % % S$’000 S$’000 – 30 – (83) 18 18 93 (145) 15 15 (25) (87) |
S$’000 S$’000 – (186) 74 (19) (321) (296) |
There is no signifi cant restriction on the Group’s ability to access or use the assets and settle the liabilities of the Group.
Summarised fi nancial information (before intercompany eliminations):
| Assets: Non-current assets Current assets Liabilities: Non-current liabilities Current liabilities Net assets/(liabilities) Results: Revenue Prof t/(loss) before income tax Prof t/(loss) for the f nancial year Net cash f ow generated from/(used in) operations |
2024 | SRE AST 2023 2024 2023 |
|---|---|---|
| S$’000 29 2,130 – 1,548 611 |
S$’000 S$’000 S$’000 484 487 76 1,626 1,279 798 21 33 – 2,199 4,169 3,143 (110) (2,436) (2,269) |
|
| 5,161 521 521 |
4,911 1,146 594 (809) (168) (577) (809) (168) (577) |
|
| 557 | (33) (16) (625) |
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 127
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
Financial year ended 31 December 2024
(a) Increase in issued and paid-up capital of Advancer IFM Pte. Ltd.
On 5 April 2024, Advancer IFM Pte. Ltd. (“AIFM”), an indirect wholly owned subsidiary of the Company held through Advancer Global Security Pte. Ltd. (“AGS”) increased its issued and paid-up share capital by way of allotment and issuance of 1,200,000 new shares at S$1.00 per share (“New Shares”) to AGS. The subscription by the Company was funded through internal resources. Following the allotment and issuance of the New Shares, AIFM’s issued and paid-up share capital is S$1,500,000 comprising of 1,500,000 shares and the percentage shareholding interest of the Company in AIFM remains the same at 100%.
(b) Disposal of 70% issued and paid-up share capital of AGSI and loan settlement with AGSI
On 31 May 2024, AGS, a wholly owned subsidiary of the Company, entered into a share sale and loan settlement agreement (“Agreement”) with Matrix Chamber Pte. Ltd (“Matrix Chamber”) to dispose AGS’s 70% shareholding interests in AGSI for a nominal consideration of S$1.00 and with AGSI for the settlement of loan, advances, receivables and loan interests owing by AGSI to the Group amounting to S$2,741,793.13 for a sum of S$2,500,000 (“Settlement Amount”).
Pursuant to the terms of the share sale and loan settlement agreement, subject to the satisfaction (or waiver) of certain conditions stipulated therein, the Settlement Amount shall be fully satisfi ed in cash by AGSI in the following manner:
-
(i) 1st payment of S$630,000 by no later than 31 May 2024;
-
(ii) 2nd payment of S$500,000 by no later than 1 August 2024;
-
(iii) 3rd payment of S$500,000 by no later than 1 July 2025;
-
(iv) 4th payment of S$500,000 by no later than 1 July 2026; and
-
(v) 5th and fi nal payment of S$370,000 by no later than 1 July 2027 (the “Final Instalment”).
AGS will transfer its entire 70% shareholding in AGSI to Matrix Chamber or its nominee, upon receipt of no less than S$1,130,000, being the 1st and 2nd instalment payment.
In accordance with the terms of the Agreement, AGSI will sell its property and the net proceeds from the disposal of the property shall be paid to AGS by AGSI and credited against the Final Instalment. AGSI shall only be required to pay AGS the balance amount after considering the net proceeds from the disposal of the property.
As at 31 December 2024, AGS received the 1st, 2nd and 5th payments totaling S$1,500,000 and has transferred its 70% shareholding in AGSI to Matrix Chamber. Following the completion of the share transfer to Matrix Chamber on 31 July 2024, AGS ceased to hold any equity interest in AGSI.
128 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
Financial year ended 31 December 2024 (Continued)
(b) Disposal of 70% issued and paid-up share capital of AGSI and loan settlement with AGSI (Continued)
Carrying amounts of the assets and liabilities of AGSI as at the date of disposal are as follows:
| Property, plant and equipment Right-of-use asset Inventory Trade and other receivables Cash and cash equivalents Total assets Trade and other payables Contract liabilities Bank borrowings Lease liabilities Total liabilities Net identif able liabilities Cash consideration Net identif able liabilities Less: Non-controlling interest Gain on disposal |
Carrying amount |
|---|---|
| S$’000 (870) (3) (445) (886) (66) |
|
| (2,270) | |
| 2,588 51 485 3 |
|
| 3,127 | |
| 857 * 857 (257) |
|
| 600 |
The aggregate cash infl ows arising from the disposal of AGSI are as follows:
| Cash consideration Less: Cash and cash equivalents in AGSI Net cash outf ow on disposal |
Carrying amount |
|---|---|
| S$’000 * (66) |
|
| (66) |
- Denotes amount less than S$1,000
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 129
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
13. Investments in subsidiaries (Continued)
Financial year ended 31 December 2024 (Continued)
(c) Increase in issued and paid-up capital of SRE
On 31 July 2024, SRE, an indirect subsidiary of the Company held through AGF, increased its issued and paid-up share capital by way of allotment and issuance of 200,000 new shares at S$1.00 per share to AGF and the non-controlling shareholders of SRE in accordance with the current shareholding. The increase in share capital of S$200,000 was funded via the capitalisation of the unpaid dividend payable due from SRE to its shareholders. Following the allotment and issuance of the SRE New Shares, SRE’s issued and paid-up share capital is S$950,000 comprising of 950,000 shares and the percentage shareholding interest of the Company in SRE remains the same at 82%.
(d) Increase in issued and paid-up capital of MC
On 29 November 2024, MC, an indirect wholly owned subsidiary of the Company held through AGF increased its issued and paid-up share capital by way of allotment and issuance of 700,000 new shares (“ New Shares ”) at S$1.00 per share to AGF. The increase in share capital of S$700,000 was funded via the capitalization of the unpaid dividend payable due from MC to AGF. Following the allotment and issuance of the New Shares, MC’s issued and paid-up share capital is S$1,200,000 comprising of 1,200,000 shares and the percentage shareholding interest of the Company in MC remains the same at 100%.
Financial year ended 31 December 2023
(e) Acquisition of remaining 8% issued and paid-up share capital of NPC and NPS
On 26 May 2023, AGF, a wholly-owned subsidiary of the Company, acquired the remaining 8% of the issued and paid-up share capital of NPC and NPS for a total cash consideration of S$320,000 (“Consideration”) from Ms. Sim Kai Li (“Ms Sim”). Following the completion of Acquisition, NPC and NPS are wholly-owned by the Company through AGF.
The effect of the change in the Group’s ownership interest in NPC and NPS on the equity attributable to owners of the Company has been recognised in “Capital reserve” within equity as summarised below:
| Consideration paid for acquisition of non-controlling interests Decrease in equity attributable to non-controlling interests Increase in equity attributable to owners of the Company |
S$’000 320 (106) |
|---|---|
| 214 |
130 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
14. Investments in associates
| Investments in associates, at cost Impairment loss Share of associates’ results Carrying amount The details of the associates are as follows: Name of associates Country of incorporation and principal place of business Principal activities |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 515 696 – (1) (515) (76) |
||
| – 619 |
||
| Effective equity interest held by the Group 2024 2023 |
||
| % % Held through Advancer Global Manpower Pte. Ltd. Fullcast International Co., Ltd. (“Fullcast”) Japan Human resources services 49.0 49.0(1) Held through Advancer Global Facility Pte. Ltd. G3 Environmental Private Limited (“G3”) Singapore Commercial and industrial real estate management / Recycling of metal waste and scrap – 20.1(2) Held through G3 TEE Environmental Pte. Ltd. Singapore Commercial and industrial real estate management / Recycling of metal waste and scrap – 20.1(2) TEE Recycling Pte. Ltd. Singapore Recycling of metal waste and scrap / Collection of waste – 20.1(2) Envotek Engineering Pte. Ltd. Singapore Installation of industrial machinery and equipment, mechanical engineering works / General contractors – 20.1(2) Held through Advancer Global Security Pte. Ltd. Eazable Pte. Ltd. (“Eazable”) Singapore Development software and applications (except games and cybersecurity) – 45.0 |
(1) On 31 July 2023, Advancer Nation transferred its 49.0% shareholding interest in Fullcast to AGM for S$4,000.
(2) The associate was audited by Foo Kon Tan LLP for the fi nancial year ended 30 September 2023.
131
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
14. Investments in associates (Continued)
Eazable
Disposal of 45% shareholding in Eazable
On 1 February 2024, AGS, a wholly owned subsidiary, disposed its 45% equity interest in Eazable to business advisor Mr. Teo Sau Keong for a total cash consideration of S$5,354. Following the completion of the disposal, AGS ceased to hold the 45% equity interest in Eazable.
G3
Disposal of 20.1% shareholding in G3
On 16 October 2024, AGF, a wholly owned subsidiary of the Company, together with the other shareholders of G3, entered into a sale and purchase agreement with RE Sustainability Limited (“RE”), to dispose the entire 100% equity interest in G3 to RE. The disposal of G3 was completed on 13 November 2024 and AGF ceased to hold the 20.1% equity interest in G3. AGF received a total cash consideration of S$4,549,000, comprising the sales proceeds of S$4.42 million and a reimbursement of S$127,000 from G3, for the disposal of its 20.1% equity interest in G3 to RE.
The computation of gain on disposal of the associate is as follows:
| Proceed from disposal of associate Less: Carrying amount of investment as at the date of disposal Less: Capitalisation of loan to share capital Gain on disposal |
2024 S$’000 4,549 (1,392) (2,492) |
|---|---|
| 665 |
132 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
14. Investments in associates (Continued)
The summarised fi nancial information based on its unaudited SFRS(I) fi nancial statements as follows:
| Assets and liabilities: Non-current assets Current assets Total assets Non-current liabilities Current liabilities Total liabilities Net assets/(liabilities) Group’s share of associates’ net assets/(liabilities) Other adjustments Carrying amount of the investment as at 31 December/ date of disposal |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 2,637 2,918 11 9 – – 20,520 18,106 194 222 72 72 23,157 21,024 205 231 72 72 235 271 – – – – 18,221 17,899 321 320 60 60 18,456 18,170 321 320 60 60 4,701 2,854 (116) (89) 12 12 – 574 (57) (44) – 5 (57) 535 |
|
| – 32 57 52 – – 57 84 |
|
| – 606 – 8 – 5 – 619 |
- The fi nancial information disclosed was as at the date of disposal.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 133
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
14. Investments in associates (Continued)
Summarised fi nancial information for the associates (Continued)
The summarised fi nancial information based on its unaudited SFRS(I) fi nancial statements as follows: (Continued)
| Results: Revenue Prof t/(loss) for the f nancial year/ up till date of disposal, representing total comprehensive income/ (loss) for the f nancial year/ up till date of disposal Group’s share of associates’ prof t/(loss) for the f nancial year/ up till date of disposal Other adjustment(1) Group’s share of associates’ prof t/(loss) for the f nancial year/ up till date of disposal, net |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
G3 Fullcast Eazable Group 2024 2023 2024 2023 2024 2023 2024 2023** |
|---|---|---|---|---|---|---|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 53,262 29,030 341 87 – 149 53,603 29,266 3,913 2,121 (33) (184) – (282) 3,905 1,655 |
||||||||
| 786 – |
426 – |
(16) 8 |
(90) – |
– – |
(127) – |
770 8 |
209 – |
|
| 786 426 (8) (90) – (127) 778 209 |
- The fi nancial information disclosed was as at the date of disposal
(1) Other adjustment pertains to the share of unrecognised losses during the fi nancial year.
The Group does not recognise losses relating to certain associates where its share of losses exceeds the Group’s carrying amount of its investment in those associates. The Group’s cumulative share of unrecognised losses were S$8,000 (2023: S$Nil) during the fi nancial year ended 31 December 2024.
134 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
15. Other investments
| Note Non-current investments Financial assets held at FVTPL Unquoted equity instruments – at FVTPL Current investments Financial assets held at FVTPL Quoted equity instruments – at FVTPL Total f nancial assets held at FVTPL Note Movement for unquoted equity instruments At beginning of the year Fair value loss reversed in prof t or loss 15(a) Movement for quoted equity instruments At beginning of the year Disposal Fair value gain/ (loss) recognised in prof t or loss 15(b) |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 56 – – – 1,672 2,832 1,672 2,832 |
||
| 1,728 | 2,832 1,672 2,832 |
|
| 2024 | Group Company 2023 2024 2023 |
|
| S$’000 S$’000 S$’000 S$’000 – – – – 56 – – – |
||
| 56 – – – |
||
| 2,832 2,905 2,832 2,905 (1,207) – (1,207) – 47 (73) 47 (73) |
||
| 1,672 2,832 1,672 2,832 |
Unquoted equity instruments
(a) The investment in Zhe Jiang Zhi Wu Hui Yun Technology Co. Ltd. (“ZWHY”), a company incorporated in People’s Republic of China, held through AST, with shareholding at 15%, is classifi ed at FVTPL.
Management has assessed and determined no signifi cant change in the fair value of the unquoted equity investment. There has been no signifi cant change in the business model and performance of the investee group.
It is denominated in Chinese Renminbi.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 135
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
15. Other investments (Continued)
Quoted equity instruments
- (b) The quoted equity instruments classifi ed at FVTPL have no fi xed maturity date or coupon rate. The fair values of these instruments are based on closing quoted market prices on the last market day of the fi nancial year.
The currency profi les of the Group’s and Company’s investments in quoted equity instruments as at 31 December 2024 and 31 December 2023 are as follows:
| Singapore dollar United States dollar |
Group and Company | |
|---|---|---|
2024 2023 |
||
| S$’000 S$’000 1,232 2,389 440 443 |
||
| 1,672 2,832 |
During the financial period, the Group disposed of 500,000 units of Singapore Telecommunications Limited, for proceeds of S$1,545,000, with a gain on disposal of the quoted shares of S$337,500.
136 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
16. Property, plant and equipment
| Group | Leasehold building Equipment Motor vehicles Computers and off ce equipment Renovation, furniture and f ttings Total |
|---|---|
| Cost At 1 January 2023 Additions Disposals Write-offs At 31 December 2023 Additions Reclassif cations (Note 18) Disposals Disposals of a subsidiary (Note 13(b)) Write-offs At 31 December 2024 Accumulated depreciation At 1 January 2023 Depreciation Disposals Write-offs At 31 December 2023 Depreciation Reclassif cations (Note 18) Disposals Disposals of a subsidiary (Note 13(b)) Write-offs At 31 December 2024 Carrying amount At 31 December 2024 At 31 December 2023 |
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 883 617 170 1,097 815 3,582 862 79 – 62 166 1,169 – (126) – (29) (38) (193) – – (22) (533) (185) (740) |
| 1,745 570 148 597 758 3,818 – 23 78 45 77 223 (862) – – – – (862) – – – (9) (31) (40) (883) – – (325) (24) (1,232) – – – (122) (9) (131) |
|
| – 593 226 186 771 1,776 |
|
| 87 492 78 703 368 1,728 30 112 31 165 200 538 – (85) – (13) (8) (106) – – (22) (533) (154) (709) |
|
| 117 519 87 322 406 1,451 11 51 32 83 145 322 (11) – – – – (11) – – – (2) (9) (11) (117) – – (229) (16) (362) – – – (122) (7) (129) |
|
| – 570 119 52 519 1,260 |
|
| – 23 107 134 252 516 |
|
| 1,628 51 61 275 352 2,367 |
The Group’s leasehold building is recorded at cost as stated under Note 2.11 to the fi nancial statements and no valuation was conducted.
The Group’s leasehold building with carrying amount of S$Nil (2023: S$776,000) was mortgaged to secure the Group’s bank borrowing (Note 25). As at 31 December 2024, the Group no longer have any bank borrowing following the completion of the disposal of AGSI in August 2024.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 137
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
17. The Group as a lessee
The Group leases certain offi ce premises, offi ce equipment, motor vehicles and other operating facilities for one to fi ve years.
Extension options
The Group has several lease contracts with extension options exercisable by the Group up to 6 months before the end of the non-cancellable contract period. These extension options are exercisable by the Group and not by the lessors. The extension options are used by the Group to provide operation fl exibility in terms of managing the assets used in the Group’s operation.
Recognition exemptions
The Group has certain offi ce premises, offi ce equipment, motor vehicles and other operating facilities with lease terms of 12 months or less and/or of low value. For such leases, the Group has elected not to recognise right-of-use assets and lease liabilities.
Right-of-use assets
The carrying amount of right-of-use assets is as follows:
| At 1 January 2023 Additions Written off of early lease termination Depreciation At 31 December 2023 Additions Written off of early lease termination Disposal of a subsidiary Depreciation At 31 December 2024 |
Off ce premises Off ce equipment Motor vehicles Other operating facilities Total |
|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 1,464 66 634 394 2,558 764 213 129 613 1,719 (128) (35) (13) (20) (196) (732) (54) (420) (483) (1,689) |
|
| 1,368 190 330 504 2,392 730 20 502 319 1,571 (36) – (12) (11) (59) (3) – – – (3) (745) (57) (414) (462) (1,678) |
|
| 1,314 153 406 350 2,223 |
138 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
17. The Group as a lessee (Continued)
Right-of-use assets (Continued)
The total cash outfl ow for repayment of lease liabilities’ principal and interest during the fi nancial year ended 31 December 2024 is S$1,775,000 and S$1,000 (31 December 2023: S$1,795,000 and S$2,000) respectively.
Lease liabilities
| Lease liabilities – non-current Lease liabilities – current At end of f nancial year |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 1,080 1,016 1,197 1,426 |
||
| 2,277 2,442 |
The maturity analysis of lease liabilities is disclosed in Note 30.
Lease liabilities are denominated in Singapore dollar.
Amounts recognised in prof t or loss
| Interest expense on lease liabilities Expense relating to short-term leases Expense relating to leases of low-value assets |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 110 98 246 296 14 16 |
18. Investment property
| At fair value At 1 January Reclassif cation from property, plant and equipment Fair value gain on investment property At 31 December |
Group 2024 |
|
|---|---|---|
| S$’000 – 851 19 |
||
| 870 |
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 139
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
18. Investment property (Continued)
The investment property of the Group is stated at fair value, which have been determined based on valuation performed at the end of the fi nancial year. The valuation was performed by independent professional valuer with recognized and relevant professional qualifi cations and with recent experience in the location and category of property being valued. The valuation is based on the properties’ highest-and-best use using the comparable market approach, by reference to sales prices of comparative properties in proximity and made adjustments in consideration of property sizes and remaining lease tenures. The valuation conforms to International Valuation Standards. The most signifi cant input is the price per square foot of comparable properties.
The Group’s investment property is held under leasehold interests. The Group has no restrictions on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements.
| The following amounts are recognised in prof t or loss: Rental income from investment properties Direct operating expenses (including repairs and maintenance) from: - rental-generating investment properties |
2024 |
|---|---|
| S$’000 35 |
|
| 12 |
Details of the investment property held by the Group as at 31 December 2024 is set out below:
| Unexpired | ||||
|---|---|---|---|---|
| Existing | lease term | |||
| Location | Description | use | Tenure | (years) |
| 28 Sin Ming Lane, #06-142 Midview City, | Industrial | Rental | 60 | 43 |
| Singapore 573972 | units |
Lessor
The Group has entered into industrial property lease on its investment property. The non-cancellable lease have remaining lease term of 3 years. The lease include a clause to enable upward revision of the rental charge of an annual basis based on prevailing market conditions.
As at the end of the fi nancial year, future minimum rentals receivable under non-cancellable operating lease at the end of the fi nancial year are as follows:
| Future minimum lease payable: Within one year After one year but within f ve years |
Group 2024 |
|
|---|---|---|
| S$’000 46 58 |
||
| 104 |
140 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
19. Deferred tax liabilities
| Deferred tax liabilities | 2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 (70) (77) |
Deferred tax liabilities principally arose as a result of difference between carrying amount and tax written down value of property, plant and equipment.
The movements in deferred tax liabilities for the fi nancial year are as follows:
Deferred tax liabilities
| At beginning of f nancial year Credit to prof t or loss At end of f nancial year |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 (77) (83) 7 6 |
||
| (70) (77) |
(a) Deferred tax assets are recognised to the extent that realisation of the related tax benefi ts through future taxable profi ts is probable.
- (b) The following estimated deferred tax assets have not been recognised in the statements of fi nancial position in respect of the tax losses due to uncertainty in the availability of future taxable profi t against which the Group can utilise the tax benefi ts are as follows:
| Tax losses Unrecognised deferred tax benef ts at statutory rate |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 8,245 8,915 |
||
| 1,402 1,515 |
20. Inventories
Inventories of the Group comprise mainly chemical products, electronic products for sales and other materials that used for the daily operation purpose. Cost of inventories recognised as expense and included in cost of sales as disclosed in Note 7 to the fi nancial statements.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 141
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
21. Trade and other receivables
| Trade receivables − Third parties − Related party − Accrued receivables Less: loss allowance (Note 30) Total trade receivables Other receivables − Third parties − Subsidiaries − Related parties − Loan receivable from an associate − Advances to recruiters and suppliers − Deferred costs − Deposits − Dividend receivable from subsidiaries − Prepayments − Receivable from government credit schemes − Staff loans Less: loss allowance (Note 30) Total other receivables Total trade and other receivables |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 7,999 10,394 – – 28 – – – 77 396 – – (454) (306) – – |
||
| 7,650 10,484 – – |
||
| 1,999 509 93 39 – – 12,245 12,655 3 – – – – 2,492 – – 749 466 – – 13 116 – – 536 683 – – – – 3,507 4,265 509 377 6 6 110 42 – – 293 331 – – (426) (219) (6,471) (515) |
||
| 3,786 4,797 9,380 16,450 |
||
| 11,436 15,281 9,380 16,450 |
Trade receivables are non-interest bearing and the Group generally does not extend credit period to the customers except for provision of building management services and security services which have credit period extended at 7 to 90 (2023: 7 to 90) days credit terms. They are recognised at the transaction price which represent their fair values on initial recognition.
Accrued receivables of S$77,000 (2023: S$396,000) relate to completion of installation services contracts and security services rendered but has not been invoiced to the customers as at the end of the fi nancial year. The decrease in accrued receivables for the fi nancial year ended 31 December 2024 was primarily due to less work being done but yet billed as of year-end.
Other receivables from subsidiaries and loan receivable from an associate are unsecured, interest- free and repayable on demand. During the fi nancial period, the loan receivables from an associate, G3, were fully capitalised when the Group disposed of its 20.1% equity interest in the associate.
Advances to recruiters and suppliers represent advanced payments as at fi nancial year end that would be offset against the costs of MDWs’ arrivals in the next fi nancial year.
Deferred costs relate to the recruitment expenses deferred until completion of the performance obligation to recruiters in the future fi nancial period.
Staff loans are unsecured, interest-free and repayable on demand.
Trade and other receivables are denominated in Singapore dollar.
142 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
22. Cash and bank balances
| Cash at banks Cash on hand Fixed deposits |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 13,114 10,290 1,721 3,268 97 103 – – 10,000 5,900 10,000 5,900 |
||
| 23,211 16,293 11,721 9,168 |
Cash at banks earns interest at fl oating rates based on daily bank deposit rates.
Fixed deposits of the Group and the Company bear interest rates ranging from 2.80% to 3.50% (2023: 2.70% to 3.70%) per annum and 2.80% to 3.50% (2023: 3.00% to 3.70%) per annum respectively. Fixed deposits of the Group and the Company are for tenure of 1 to 6 (2023: 1 to 12) months and 1 to 6 (2023: 1 to 6) months respectively. As at 31 December 2024 and 31 December 2023, there were no fi xed deposits pledged to fi nancial institutions for banker guarantees.
The currency profi les of the Group’s and Company’s cash and bank balances as at 31 December 2024 and 31 December 2023 are as follows:
| Singapore Dollar | 2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 23,211 16,293 11,721 9,168 |
Risk disclosures relating to the above cash and bank balances has been disclosed in Note 30.
23. Share capital
| Issued and fully paid, with no par value At beginning and end of the f nancial year |
Group and Company 2024 2023 |
|---|---|
| No. of shares No. of shares ’000 S$’000 ’000 S$’000 252,364 40,607 252,364 40,607 |
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 143
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
23. Share capital (Continued)
Treasury shares
| At 1 January and 31 December | Group and Company 2024 2023 |
|---|---|
| No. of shares No. of shares ’000 S$’000 ’000 S$’000 1,178 241 1,178 241 |
There was no share buy-back conducted by the Company during the fi nancial years ended 31 December 2024 and 31 December 2023.
As at 31 December 2024, the number of treasury shares held by the Company, amounting to 1,177,900 represented 0.47% (31 December 2023: 1,177,900 represented 0.47%) of the total number of issued ordinary shares (excluding treasury shares).
24. Other reserves
Other reserves comprise reserves as follows:
| Capital reserve Merger reserve |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 (854) (854) (2,603) (2,603) |
||
| (3,457) (3,457) |
Capital reserve
The capital reserve represents the difference between the fair value of the consideration received and the carrying amount of the non-controlling interest of the acquisition of 24% equity interest in NPC & NPS.
Merger reserve
Merger reserve represents the difference between the nominal value of shares issued by the Company in exchange for the nominal value of shares and net asset value of the subsidiaries acquired which is accounted for under “merger accounting”.
144 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
25. Bank borrowing
| Property loan − Current − Non-current Repayable: Within one year Within two to f ve years More than f ve years |
Group 2023 |
|
|---|---|---|
| S$’000 27 473 |
||
| 500 | ||
| 27 130 343 |
||
| 500 |
The property loan as at 31 December 2023 is secured by fi rst legal mortgage over the Tradehub21 Property and guaranteed by the Company and its subsidiary, Advancer Global Security Pte. Ltd.. Repayment commences on 30 September 2017 in instalments with fi nal instalment on 31 August 2037. The property loan bears interest at 4.78% (2023: 4.78%) per annum from 7 August 2023 to 6 August 2025 and the bank’s prevailing enterprise fi nancing rate for the subsequent years.
The bank borrowing is denominated in Singapore dollar.
As at 31 December 2024, the Group no longer have any bank borrowing following the completion of the disposal of AGSI in August 2024.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 145
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
26. Trade and other payables
| Group | Company | Company | |||
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||
| S$’000 | S$’000 | S$’000 | S$’000 | ||
| Trade payables | |||||
| − Third parties | 1,080 | 1,040 | – | – | |
| − Related party | 3 | 281 | – | – | |
| − Subcontractor | 124 | 30 | – | – | |
| Total trade payables | 1,207 | 1,351 | – | – | |
| Other payables | |||||
| − Related parties | 24 | 47 | – | – | |
| − Accrued operating expenses | 4,392 | 5,291 | 82 | 92 | |
| − Deferred income | 19 | 61 | – | – | |
| − Deposit received | 13 | 29 | – | – | |
| − Dividend payables to non-controlling interests | 54 | 90 | – | – | |
| − Credit notes to customers | 235 | 228 | – | – | |
| − GST payables | 1,211 | 1,052 | – | – | |
| − Withholding tax | 2 | 2 | 2 | 2 | |
| Total other payables | 5,950 | 6,800 | 84 | 94 | |
| Total trade and other payables | 7,157 | 8,151 | 84 | 94 |
Trade payables are non-interest bearing and the average credit period on purchases of supplies and services range from 31 to 60 (2023: 31 to 60) days according to the terms agreed with the suppliers.
Deferred income relates to government grant received and is recognised as income in profi t or loss on a systematic basis over the period in which the related costs, for which the grant is intended to compensate.
Credit notes to customers relate to amount refundable to employers for return of MDWs placed and goodwill rebate to customers during the fi nancial year.
The currency profi les of the Group’s and Company’s trade and other payables as at 31 December 2024 and 31 December 2023 are as follows:
| Singapore dollar | 2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 7,157 8,151 84 94 |
146 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
27. Contract liabilities from contracts with customers
| 2024 S$’000 Contract liabilities Advance consideration 849 |
Group 2023 1 January 2023 |
|---|---|
| S$’000 S$’000 874 829 |
Advance consideration relates to advances received for provision of Employment Services, Building Management Services and Security Services. Revenue for Employment services and Security services are recognised at the point in time whereas revenue for Building Management services is recognised over time or at a point in time although the customer pays for the services at the contract inception date. A contract liability is recognised for the advances received from the customers and is derecognised as and when the performance obligation is satisfi ed. Contract liabilities for the fi nancial year ended 31 December 2024 decreased due to reduction advances received from customers during the fi nancial year.
The Group’s revenue recognised in the fi nancial years that was included in the contract liabilities balance at the beginning of the respective fi nancial years is as follows:
| Amounts included in contract liabilities at the beginning of the f nancial year - Service income from Employment Services - Service income from Building Management Services - Service income from Security Services |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 334 341 132 171 33 115 |
||
| 499 627 |
28. Contingent liabilities
As at the end of the fi nancial year, the Company had also given undertakings to certain subsidiaries to provide them with continued fi nancial support. The fi nancial support enables these subsidiaries to operate as going concern and to meet their obligations as and when they fall due for at least 12 months from the fi nancial year end.
From time to time, in the normal course of business, the Group is involved in legal proceedings. The directors believe that the ultimate outcome of such pending litigation will not materially affect the results of operations or the fi nancial position of the Group.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 147
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
29. Signifi cant related party transactions
A related party is defi ned as follows:
-
(a) A person or a close member of that person’s family is related to the Group and Company if that person:
-
(i) Has control or joint control over the Company;
-
(ii) Has signifi cant infl uence over the Company; or
-
(iii) Is a member of the key management personnel of the Group or Company or of a parent of the Company.
-
(b) An entity is related to the Group and Company if any of the following conditions applies:
-
(i) The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
-
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);
-
(iii) Both entities are joint ventures of the same third party;
-
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
-
(v) The entity is a post-employment benefi t plan for the benefi t of employees of either the Company or an entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company;
-
(vi) The entity is controlled or jointly controlled by a person identifi ed in (a);
-
(vii) A person identifi ed in (a)(i) has signifi cant infl uence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); or
-
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.
The effect of the Group’s and Company’s transactions and arrangements with related parties is refl ected in these fi nancial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.
148 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
29. Signifi cant related party transactions (Continued)
During the fi nancial year, in addition to those disclosed elsewhere in these fi nancial statements, the Group and the Company entered into the following signifi cant transactions with related parties:
| Subsidiaries Dividend income Advances to subsidiaries Related parties Service income from related parties Service income from associates Purchases from related parties Purchases from non-controlling interests Purchases from an associate Payment on behalf by related parties Lease from related parties |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 – – – – – – 3,266 3,494 70 – – 6 6 – – 1 – – – 461 – – 34 49 – – 178 105 – – * 26 – – |
* Denotes amount less than S$1,000
Key management personnel remuneration
| Salaries, bonuses and other employee benef ts Def ned contribution plan Directors’ fees Directors of the Company |
2024 | Group 2023 |
|---|---|---|
| S$’000 S$’000 3,349 3,783 345 357 |
||
| 3,694 4,140 |
||
| 149 147 |
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group and the Company, directly or indirectly, including any director (whether executive or otherwise) of that company.
The key management personnel comprise directors and senior management of the Company and its subsidiaries such as Head of Employment Services Business, Chief Financial Offi cer, and their compensation is disclosed as above.
The key management personnel also participate in the Group’s ESOS. At the end of the fi nancial year, no share options granted to the key management personnel of the Group were outstanding.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 149
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30.
The Group’s activities expose it to credit risk, market risk (including foreign currency risk, equity price risk and interest rate risk) and liquidity risk. The Group’s overall risk management strategy seeks to minimise adverse effects from the volatility of fi nancial markets on the Group’s fi nancial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of fi nancial risk management for the Group. The management then establishes the detailed policies such as authority levels, oversight responsibilities, risk identifi cation and measurement, and exposure limits, in accordance with the objectives and underlying principles approved by the Board of Directors. The Audit Committee provides independent oversight to the effectiveness of the risk management process. It is, and has been throughout the current and previous fi nancial year, the Group’s policy that no trading in derivatives for speculative purposes shall be undertaken.
There have been no changes to the Group’s exposure to these fi nancial risks or the manner in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.
Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk of fi nancial loss from defaults.
The Group’s credit risk arises mainly from bank balances, trade and other receivables. Bank balances are mainly deposits with banks with high credit-ratings assigned by international credit rating agencies and the Group does not expect the impairment loss from bank balances to be material, if any.
To assess and manage its credit risk, the Group categorises the aforementioned fi nancial assets according to their risk of default. The Group defi nes default to have taken place when internal or/and external information indicates that the fi nancial asset is unlikely to be received, which could include a breach of debt covenant, default of interest due for more than 365 days. Due to the nature of the industry that the Group operates in, the Group has rebutted the presumption that default has taken place when the fi nancial asset is more than 30 days past due as per SFRS(I) 9.
In their assessment, the management considers, amongst other factors, the latest relevant credit ratings from reputable external rating agencies where available and deemed appropriate, historical credit experiences, latest available fi nancial information and latest applicable credit reputation of the debtor.
150 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Credit risk (Continued)
The Group’s internal credit risk grading categories are as follows:
| Category | Description | Basis of recognising ECL |
|---|---|---|
| 1 | Low credit risk(1) | 12-months ECL |
| 2 | Non-significant increase in credit risk since initial recognition and f nancial asset is less than or equal to 365 dayspast due |
12-months ECL |
| 3 | Signif cant increase in credit risk since initial recognition(2)or f nancial asset is more than 365 dayspast due |
Lifetime ECL |
| 4 | Evidence indicates that f nancial asset is credit-impaired(3) |
Difference between f nancial asset’s gross carrying amount and present value of estimated future cash f ows discounted at the f nancial asset’s original effective interest rate |
| 5 | Evidence indicates that the management has no reasonable expectations of recovering the write off amount(4) |
Written off |
Note 1. Low credit risk
The fi nancial asset is determined to have low credit risk if the fi nancial assets have a low risk of default, the counterparty has a strong capacity to meet its contractual cash fl ow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the counterparty to fulfi l its contractual cash fl ow obligations. Generally, this is the case when the Group assesses and determines that the debtor has been, is in and is highly likely to be, in the foreseeable future and during the (contractual) term of the fi nancial asset, in a fi nancial position that will allow the debtor to settle the fi nancial asset as and when it falls due.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 151
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Credit risk (Continued)
Note 2. Signifi cant increase in credit risk
In assessing whether the credit risk of the fi nancial asset has increased signifi cantly since initial recognition, the Group compares the risk of default occurring on the fi nancial asset as of reporting date with the risk of default occurring on the fi nancial asset as of date of initial recognition, and considered reasonable and supportable information, that is available without undue cost or effort, that is indicative of signifi cant increases in credit risk since initial recognition. In assessing the signifi cance of the change in the risk of default, the Group considers both past due (i.e. whether it is more than 365 days past due) and forward looking quantitative and qualitative information. Forward looking information includes the assessment of the latest performance and fi nancial position of the debtor, adjusted for the Group’s future outlook of the industry in which the debtor operates based on independently obtained information (e.g. expert reports, analyst’s reports etc.) and the most recent news or market talks about the debtor, as applicable. In its assessment, the Group will generally, for example, assess whether the deterioration of the fi nancial performance and/or fi nancial position, adverse change in the economic environment (country and industry in which the debtor operates), deterioration of credit risk of the debtor, etc. is in line with its expectation as of the date of initial recognition of the fi nancial asset. Irrespective of the outcome of the above assessment, the Group presumes that the credit risk on a fi nancial asset has increased signifi cantly since initial recognition when contract payments are more than 365 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.
Note 3. Credit impaired
In determining whether fi nancial assets are credit-impaired, the Group assesses whether one or more events that have a detrimental impact on the estimated future cash fl ows of the fi nancial asset have occurred. Evidence that a fi nancial asset is credit impaired includes the following observable data:
-
Signifi cant fi nancial diffi culty of the debtor;
-
Breach of contract, such as a default or being more than 365 days past due;
-
It is becoming probable that the debtor will enter bankruptcy or other fi nancial reorganisation; or
-
The disappearance of an active market for the fi nancial asset because of fi nancial diffi culties.
Note 4. Write off
Generally, the Group writes off, partially or fully, the fi nancial asset when it assesses that there is no realistic prospect of recovery of the amount as evidenced by, for example, the debtor’s lack of assets or income sources that could generate suffi cient cash fl ows to repay the amounts subjected to the write-off.
The Group performs ongoing credit evaluation of its counterparties’ fi nancial condition and generally does not require collateral.
The Group and Company do not have any signifi cant credit exposure to any single counterparty or any groups of counterparties having similar characteristics.
152 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Credit risk (Continued)
As at the end of the fi nancial year, there was no signifi cant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset in the statements of fi nancial position.
Trade receivables (Note 21)
The Group uses the practical expedient under SFRS(I) 9 in the form of allowance matrix to measure the ECL for trade receivables, where the loss allowance is equal to lifetime ECL.
The ECL for trade receivables are estimated using an allowance matrix by reference to the historical credit loss experience of the customers for the last 3 years prior to the respective reporting dates for various customer groups that are assessed through the age analysis, adjusted for forward looking factors specifi c to the debtors and the economic environment which could affect the ability of the debtors to settle the fi nancial assets. In considering the impact of the economic environment on the ECL rates, the Group assesses, for example, the gross domestic production growth rates of the country and the growth rates of the major industries which its customers operate in.
Trade receivables are written off when there is evidence to indicate that the customer is in severe fi nancial diffi culty such as being under liquidation or bankruptcy and there are no reasonable expectations for recovering the outstanding balances.
The loss allowance for trade receivables are determined as follows:
| 31 December 2024 Expected credit loss rates Trade receivables (Gross) (S$’000) Loss allowance (S$’000) 31 December 2023 Expected credit loss rates Trade receivables (Gross) (S$’000) Loss allowance (S$’000) |
Current Past due for 1 to 30 days Past due for 31 to 60 days Past due for 61 to 90 days Past due for 91 to 365 days Past due more than 365 days Total |
|---|---|
| – – – – 41% 93% 3,157 2,361 1,269 531 529 257 8,104 – – – – 216 238 454 |
|
| – – – – 15% 68% 5,453 2,362 1,356 436 942 241 10,790 – – – – 142 164 306 |
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 153
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Credit risk (Continued)
Other receivables from third parties, related parties, deposits and staff loans (Note 21)
As at 31 December 2024, the Group and the Company recorded other receivables from third parties, related parties, deposits and staff loans of S$2,831,000 and S$93,000 (2023: S$1,523,000 and S$39,000) respectively. The Group assessed that there is no signifi cant increase in credit risk since the initial recognition of the other receivables from third parties, related parties, deposits and staff loans. The Group’s assessment is based on the Group’s historical credit loss experience, adjusted for factors that are specifi c to the debtor and an assessment of both the current and forecast general economic conditions at the reporting date. Using 12-month ECL, the Group determined that the ECL is approximately S$219,000.
Other receivables on loan receivable from an associate (Note 21)
For the fi nancial year ended 31 December 2023, the Group recorded loan of S$2,492,000 to an associate, G3, which was non-interest bearing, unsecured and repayable on demand. In their assessment of the ECL relating to the loan receivable, it has been assessed that there is no signifi cant increase in credit risk from initial recognition. Management assessed the ECL relating to the loan receivable from G3 based on 12-month ECL. During the fi nancial period, the loan receivable from G3 was fully capitalised when the Group disposed of its 20.1% equity interest in the associate.
Other receivables from subsidiaries and dividend receivables from subsidiaries (Note 21)
As at 31 December 2024, the Company recorded other receivables from subsidiaries of S$12,245,000 (2023: S$12,655,000) consequent to an extension of advances to the subsidiaries and dividend receivables from subsidiaries of S$3,507,000 (2023: S$4,265,000). The Company assessed the impairment loss allowance of these amounts on a 12-month ECL basis consequent to their assessment and conclusion that there is no signifi cant increase in credit risk in these receivables, except for receivables amounting to S$6,471,000 (2023: S$Nil) where impairment loss allowance is assessed based on lifetime ECL. In its assessment of the credit risk of the subsidiaries, the Company considered amongst other factors, the fi nancial position of the subsidiaries as of 31 December 2024, the past fi nancial performance and cash fl ow trends, adjusted for the outlook of the industry and economy in which the subsidiaries operate in. Using the lifetime ECL, the Company determined that the ECL is approximately S$6,471,000 (2023:S$Nil).
154 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Credit risk (Continued)
The movement in the loss allowance during the fi nancial year and the Group’s and Company’s exposure to credit risk in respect of the trade receivables and other receivables is as follows:
| Group Internal credit risk grading Loss allowance Balance at 1 January 2023 Reclassif cation between categories Financial asset repaid Impairment loss recognised Written off Balance at 31 December 2023 Reclassif cation between categories Financial asset repaid Impairment loss recognised Written off Balance at 31 December 2024 Gross carrying amount At 31 December 2023 At 31 December 2024 Net carrying amount At 31 December 2023 At 31 December 2024 |
Trade receivables Other receivables Note (i) Category 4 Total Category 4 Total |
|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 228 3 231 – – (56) 56 – – – (28) – (28) – – 159 – 159 219 219 – (56) (56) – – |
|
| 303 3 306 219 219 (82) 82 – – – (70) – (70) (14) (14) 300 – 300 221 221 – (82) (82) – – |
|
| 451 3 454 426 426 |
|
| 10,787 3 10,790 4,015 5,016 |
|
| 8,101 3 8,104 2,831 4,212 |
|
| 10,484 – 10,484 3,796 4,797 |
|
| 7,650 – 7,650 2,405 3,786 |
Note (i) For trade receivables, the Group uses the practical expedient under SFRS(I) 9 in the form of an allowance matrix to measure the ECL, where the loss allowance is equal to lifetime ECL.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 155
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Credit risk (Continued)
| Company Internal credit risk grading Loss allowance Balance at 1 January 2023 and 31 December 2023 Impairment loss recognised Balance at 31 December 2024 Gross carrying amount At 31 December 2023 At 31 December 2024 Net carrying amount At 31 December 2023 At 31 December 2024 |
Category | Other receivables 2 Category 3 Total |
|---|---|---|
| S$’000 – – |
S$’000 S$’000 515 515 5,956 5,956 |
|
| – | 6,471 6,471 |
|
| 16,444 | 515 16,959 |
|
| 9,374 | 6,471 15,845 |
|
| 16,444 | – 16,444 |
|
| 9,374 | – 9,374 |
Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates and equity prices will affect the Group’s income or the value of its holdings of fi nancial instruments. The Group’s activities expose it primarily to the fi nancial risks of changes in foreign currency exchange rates, equity price and interest rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
Foreign currency risk
The Group is not exposed to signifi cant foreign currency risk on its assets and liabilities that are denominated in currency other than the functional currency of the Group as at the reporting date.
The Group do not have any foreign currency denominated monetary assets and monetary liabilities as at 31 December 2024 and 2023.
Equity price risk
The Group is exposed to equity risk arising from equity investments classifi ed as at fi nancial assets at FVTPL. These securities are quoted in Singapore dollar and United States dollar. To manage the price risk, the Group monitors share price on a daily basis.
156 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Market risk (Continued)
Equity price risk (Continued)
If prices for equity securities listed in Singapore change by 5% (2023: 5%) with all variables including tax rate being held constant, the effects on equity will be:
| Group Listed in Singapore - increased by - decreased by |
Increase/(Decrease) in Prof t or loss |
|---|---|
| 2024 2023 S$’000 S$’000 69 117 (69) (117) |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash fl ows of a fi nancial instrument will fl uctuate because of changes in market interest rates.
The Group’s interest rate risk relates to interest-bearing liabilities.
The Group’s policy is to maintain an effi cient and optimal interest cost structure using a combination of fi xed and variable rate debts, and long and short-term borrowings.
The Group’s interest rate risk arises primarily from the fl oating rate borrowing with fi nancial institution. As at 31 December 2024, the Group has no interest rate risk exposure to bank loan.
In prior fi nancial year, the Group’s interest-bearing liabilities carried interest rates as follows:
| Bank loan Lease liabilities |
Group 2023 |
|
|---|---|---|
| % 4.78 3.00 to 6.17 |
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate risk for interest-bearing fi nancial liabilities at the end of the fi nancial year. For fl oating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of the fi nancial year was outstanding for the whole fi nancial year. The sensitivity analysis assumes an instantaneous 3% (2023: 3%) change in the interest rates from the end of the fi nancial year, with all variables held constant.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 157
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
| Group Bank loan |
Increase in Prof t or Loss 2023 |
|---|---|
| S$’000 12 |
Liquidity risk
Liquidity risk refers to the risk in which the Group encounters diffi culties in meeting its short-term obligations. Liquidity risks are managed by matching the payment and receipt cycle.
The Group’s operations are fi nanced mainly through equity and borrowings. Adequate lines of credits are maintained to ensure the necessary liquidity is available when required.
The following table details the Group’s remaining contractual maturity for its non-derivative fi nancial instruments. The table has been drawn up based on contractual undiscounted cash fl ows of fi nancial instruments based on the earlier of the contractual date or when the Group is expected to receive or (pay). The table includes both interest and principal cash fl ows.
| Group Effective Interest rate 1 year or less 2 to 5 years Over 5 years Total |
Group Effective Interest rate 1 year or less 2 to 5 years Over 5 years Total |
|---|---|
| % Undiscounted f nancial assets Trade and other receivables – Less: Advances to recruiters and suppliers – Less: Deferred cost – Less: Prepayments – Less: Receivable from government credit schemes – Cash and bank balances 2.80 - 3.50 As at 31 December 2024 Trade and other receivables – Less: Advances to recruiters and suppliers – Less: Deferred cost – Less: Prepayments – Less: Receivable from government credit schemes – Cash and bank balances 2.70 - 3.70 As at 31 December 2023 |
S$’000 S$’000 S$’000 S$’000 11,436 – – 11,436 (749) – – (749) (13) – – (13) (509) – – (509) (110) – – (110) |
| 10,055 – – 10,055 23,211 – – 23,211 |
|
| 33,266 – – 33,266 |
|
| 15,281 – – 15,281 (466) – – (466) (116) – – (116) (377) – – (377) (42) – – (42) |
|
| 14,280 – – 14,280 16,293 – – 16,293 |
|
| 30,573 – – 30,573 |
158 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Liquidity risk (Continued)
| Group Effective Interest rate 1 year or less 2 to 5 years Over 5 years Total |
Group Effective Interest rate 1 year or less 2 to 5 years Over 5 years Total |
|---|---|
| % Undiscounted f nancial liabilities Trade and other payables – Less: Deferred income – Less: GST payables – Less: Withholding tax – Lease liabilities 3.00 - 6.17 As at 31 December 2024 Trade and other payables – Less: Deferred income – Less: GST payables – Less: Withholding tax – Lease liabilities 3.00 - 6.17 Bank borrowing 4.78 As at 31 December 2023 Total undiscounted net f nancial assets/(liabilities) - at 31 December 2024 - at 31 December 2023 |
S$’000 S$’000 S$’000 S$’000 7,157 – – 7,157 (19) – – (19) (1,211) – – (1,211) (2) – – (2) |
| 5,925 – – 5,925 1,333 964 – 2,297 |
|
| 7,258 964 – 8,222 |
|
| 8,151 – – 8,151 (61) – – (61) (1,052) – – (1,052) (2) – – (2) |
|
| 7,036 – – 7,036 1,532 1,100 – 2,632 41 162 353 556 |
|
| 8,609 1,262 353 10,224 |
|
| 26,008 (964) – 25,044 |
|
| - - |
|
| 21,964 (1,262) (353) 20,349 |
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 159
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Liquidity risk (Continued)
| Company Undiscounted f nancial assets Trade and other receivables Less: Prepayments Cash and cash equivalents As at 31 December 2024 Trade and other receivables Less: Prepayments Cash and cash equivalents As at 31 December 2023 Undiscounted f nancial liabilities Trade and other payables Less: Withholding tax As at 31 December 2024 Trade and other payables Less: Withholding tax Maximum amount of corporate guarantee As at 31 December 2023 Total undiscounted net f nancial assets - at 31 December 2024 - at 31 December 2023* |
Effective Interest rate 1 year or less |
Effective Interest rate 1 year or less |
|---|---|---|
| % 2.80-3.50 3.00-3.70 |
S$’000 9,380 (6) |
|
| 9,374 11,721 |
||
| 21,095 | ||
| 16,450 (6) |
||
| 16,444 9,168 |
||
| 25,612 | ||
| 84 (2) |
||
| 82 | ||
| 94 (2) 500 |
||
| 592 | ||
| 21,013 | ||
| 25,020 |
In the prior year ended 31 December 2023, the Company provided fi nancial guarantee to a subsidiary, AGSI, for its borrowing. With the disposal of AGSI during the fi nancial year ended 31 December 2024, the Company no longer provides any provide fi nancial guarantee to AGSI.
160 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
30. Financial instruments and fi nancial risks (Continued)
Liquidity risk (Continued)
Financial instruments by category
The carrying amount of the different categories of fi nancial instruments is as disclosed on the face of the statements of fi nancial position and as follows:
| Financial assets at fair value through prof t or loss Unquoted equity instruments Quoted equity instruments Total Financial assets at amortised cost Trade and other receivables Less: Advances to recruiters and suppliers Less: Deferred cost Less: Prepayments Less: Receivable from government credit schemes Cash and cash equivalents Total Financial liabilities at amortised cost Trade and other payables Less: Deferred income Less: GST payables Less: Withholding tax Lease liabilities Bank borrowing Total |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 56 – – – 1,672 2,832 1,672 2,832 |
||
| 1,728 2,832 1,672 2,832 |
||
| 11,436 15,281 9,380 16,450 (749) (466) – – (13) (116) – – (509) (377) (6) (6) (110) (42) – – |
||
| 10,055 14,280 9,374 16,444 23,211 16,293 11,721 9,168 |
||
| 33,266 30,573 21,095 25,612 |
||
| 7,157 8,151 84 94 (19) (61) – – (1,211) (1,052) – – (2) (2) (2) (2) |
||
| 5,925 7,036 82 92 2,277 2,442 – – – 500 – – |
||
| 8,202 9,978 82 92 |
31. Fair value of assets and liabilities
The fair values of applicable assets and liabilities, are determined and categorised using a fair value hierarchy as follows:
- (a) Level 1 - the fair values of assets and liabilities with standard terms and conditions and which trade in active markets that the Group can access at the measurement date are determined with reference to quoted market prices (unadjusted).
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 161
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
31. Fair value of assets and liabilities (Continued)
-
(b) Level 2 - in the absence of quoted market prices, the fair values of the assets and liabilities are determined using the other observable, either directly or indirectly, inputs such as quoted prices for similar assets/liabilities in active markets or included within Level 1, quoted prices for identical or similar assets/liabilities in non-active markets.
-
(c) Level 3 - in the absence of quoted market prices included within Level 1 and observable inputs included within Level 2, the fair values of the remaining assets and liabilities are determined in accordance with generally accepted pricing models.
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is signifi cant to the entire measurement.
The table below analyses the Group’s assets that are measured at fair value on a recurring or nonrecurring basis in the statement of fi nancial position after initial recognition.
| 2024 Recurring fair value measurements Non-f nancial assets: - Industrial investment property Financial assets: Financial assets at FVTPL - Unquoted equity instruments - Quoted equity instruments As at 31 December 2024 2023 Recurring fair value measurements Financial assets: Financial assets at FVTPL - Unquoted equity instruments - Quoted equity instruments As at 31 December 2023 |
Note 18 15 15 15 15 |
Level 1 | Group Level 2 Level 3 |
|---|---|---|---|
| S$’000 – – 1,672 |
S$’000 S$’000 870 – – 56 – – |
||
| 1,672 | 870 56 |
||
| – 2,832 |
– – – – |
||
| 2,832 | – – |
Except as disclosed in the respective notes, the carrying amounts of the current fi nancial assets and fi nancial liabilities, including cash and bank balances, trade and other receivables, trade and other payables, lease liabilities and bank borrowing and the above fi nancial assets, approximate their respective fair values due to the relative short-term maturity of these fi nancial instruments or the interest rates approximate the market rates prevailing at end of the fi nancial year.
162 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
31. Fair value of assets and liabilities (Continued)
Level 2
For investment property of the Group, the valuation technique has been described in Note 18.
Level 3
Unquoted equity instruments
For unquoted equity instruments, the valuation technique has been described in Note 15.
32. Capital management policies and objectives
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through optimisation of debt and equity balance except where decisions are made to exit businesses or close companies.
The capital structure of the Group consists of debts, which includes the borrowing disclosed in Note 25 and equity attributable to owners of the Company, comprising issued capital, retained earnings and reserves as disclosed in Notes 23, 24 and statements of changes in equity.
The Group’s management reviews the capital structure on a regularly basis. As part of this review, management considers the cost of capital and the risks associated with each class of capital. Upon review, the Group will balance its overall capital structure through the payment of dividends to shareholders, issue new shares and share buy-backs. The Group’s overall strategy remains unchanged from 2023.
Management monitors capital based on a gearing ratio of less than one. The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as total liabilities (excluding income tax payable and deferred tax liabilities as shown in the statements of fi nancial position), less cash and cash equivalents. Total capital is calculated as total equity as shown in the statements of fi nancial position, plus net debt.
| Total liabilities Less: Cash and cash equivalents Net debt Total equity Total capital Gearing ratio |
2024 | Group Company 2023 2024 2023 |
|---|---|---|
| S$’000 S$’000 S$’000 S$’000 10,283 11,967 84 94 (23,211) (16,293) (11,721) (9,168) |
||
| (12,928) (4,326) (11,637) (9,074) 33,254 31,609 31,470 39,843 |
||
| 20,326 27,283 19,833 30,769 |
||
| N.M. N.M. N.M. N.M. |
* N.M.: Not meaningful
The Group and the Company are not subjected to any externally imposed capital requirements during the fi nancial years ended 31 December 2024 and 2023.
163
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
33. Segment information
For management purposes, the Group is organised into business units based on their products and services, and has three reportable segments as follows:
-
(a) Employment Services Business segment – the provision of one-stop shop services for the sourcing, employment and training of MDWs to households, as well as sourcing and employment of foreign workers to, amongst others, corporate and organisations.
-
(b) Building Management Services Business segment – the provision of integrated building facility management services including property consultancy, property and facilities management services, property valuation, investment sales, cleaning and stewarding, waste management, landscape, pest control and fumigation services to, amongst others, hospitals, hotels, schools, residential, commercial and industrial properties.
-
(c) Security Services Business segment – the provision of manpower and technology for security solutions and services to, amongst others, commercial, industrial and residential properties, as well as remote surveillance and security consultancy services such as crisis management.
Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profi t or loss which in certain respects, as explained in the table below, is measured differently from operating profi t or loss in the fi nancial statements. Group fi nancing (including fi nance expenses) and income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2.22.
164 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
33. Segment information (Continued)
Information about reportable segments
| Group 2024 External sales - Service income - Installation services - Sales of goods Inter-segment revenue Total revenue Dividend income Interest income Interest expense Amortisation Depreciation Loss allowance for receivables (trade), net Loss allowance for receivables (non-trade), net Reportable segment prof t before income tax Share of (losses)/ prof t from equity – accounted for associates Reportable segment assets Reportable segment liabilities Capital expenditures |
Employment Services Business Building Management Services Business Security Services Business Unallocated Eliminations Total |
|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 10,737 37,091 16,639 – – 64,467 |
|
| 10,737 36,532 16,546 – – 63,815 – 147 2 – – 149 – 412 91 – – 503 |
|
| 136 2,829 299 – (3,264) – |
|
| 10,873 39,920 16,938 – (3,264) 64,467 |
|
| – – – 77 – 77 – 4 13 246 – 263 15 63 46 – – 124 43 140 – – – 183 350 1,188 462 – – 2,000 – 23 207 – – 230 – – 207 – – 207 121 165 774 289 – 1,349 |
|
| (8) 786 – – – 778 2,467 19,161 8,487 13,492 – 43,607 2,637 4,680 2,952 84 – 10,353 220 349 117 – – 686 |
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 165
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
33. Segment information (Continued)
Information about reportable segments (Continued)
| Group 2023 External sales - Service income - Installation services - Sales of goods Inter-segment revenue Total revenue Dividend income Interest income Interest expense Amortisation Depreciation Loss allowance for receivables (trade), net Loss allowance for receivables (non-trade) Reportable segment loss before income tax Share of (losses)/ prof t from equity – accounted for associates Reportable segment assets Interest in associates Reportable segment liabilities Capital expenditures |
Employment Services Business Building Management Services Business Security Services Business Unallocated Eliminations Total |
|---|---|
| S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 9,856 38,215 17,010 – – 65,081 |
|
| 9,856 38,074 16,225 – – 64,155 – 11 10 – – 21 – 130 775 – – 905 |
|
| 105 2,997 485 – (3,587) – |
|
| 9,961 41,212 17,495 – (3,587) 65,081 |
|
| – – – 135 – 135 – 15 13 310 – 338 22 67 23 – – 112 21 145 – – – 166 343 1,554 330 – – 2,227 – 15 116 – – 131 – – 219 – – 219 (350) (2,267) (1,528) (71) – (4,216) |
|
| (90) 426 (127) – – 209 2,478 20,768 8,362 12,045 – 43,653 8 606 5 – – 619 2,744 6,543 2,663 94 – 12,044 63 922 184 – – 1,169 |
166 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTES TO THE FINANCIAL STATEMENTS
For the fi nancial year ended 31 December 2024
33. Segment information (Continued)
Geographical information
The Group operates in one principal geographical area being Singapore except for Employment Services business in Japan through Fullcast (Note 14).
The Group’s revenue and non-current assets information based on the geographical location of customers and assets respectively are in Singapore, with no signifi cant concentration of particular customers.
34. Subsequent events after reporting date
On 16 January 2025, AIFM, a wholly owned subsidiary of the Group, incorporated a wholly-owned subsidiary, Advancer Engineering Pte. Ltd. (“Advancer Engineering”), with a paid-up capital of S$100,000. The principal activity of Advancer Engineering is in relation to the provision of general contractor services.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 167
STATISTICS OF SHAREHOLDINGS
As at 21 March 2025
Issued and fully-paid up capital (including Treasury Shares) Issued and fully-paid up capital (excluding Treasury Shares) Number of Shares issued (including Treasury Shares) Number of Shares issued (excluding Treasury Shares) Number and Percentage of Treasury Shares Number and Percentage of Subsidiary Holdings Class of Shares Voting Rights
-
: S$41,919,249 : S$41,678,075 : 252,363,591 : 251,185,691 : 1,177,900 or 0.47% : 0 or 0% : Ordinary Shares
-
: One vote per share
DISTRIBUTION OF SHAREHOLDINGS AS AT 21 MARCH 2025
| SIZE OF SHAREHOLDERS 1 – 99 100 – 1,000 1,001 – 10,000 10,001 – 1,000,000 1,000,001 AND ABOVE TOTAL |
NO. OF SHAREHOLDERS % NO. OF SHARES % |
|---|---|
| 12 2.73 466 0.00 28 6.38 14,254 0.01 159 36.22 955,810 0.38 226 51.48 21,784,302 8.67 14 3.19 228,430,859 90.94 |
|
| 439 100.00 251,185,691 100.00 |
TWENTY LARGEST SHAREHOLDERS
| NO. SHAREHOLDER’S NAME 1 UOB KAY HIAN PRIVATE LIMITED 2 CHIN SWEE SIEW @ CHEN YIN SIEW 3 CHIN MUI HIONG 4 CHIN MEI YANG 5 ONG ENG TIANG 6 CGS-CIMB SECURITIES (SINGAPORE) PTE. LTD. 7 TEO SAU KEONG 8 KEK YEW LENG @ KEK BOON LEONG 9 PHILLIP SECURITIES PTE LTD 10 CHIN YIN YEE STANLEY 11 ANG BOON HOW 12 HONG LEONG FINANCE NOMINEES PTE LTD 13 LIM CHER KHIANG 14 SING CHEE NGEE 15 HUI HIU FAI 16 CHAN HOCK LYE 17 DBS NOMINEES (PRIVATE) LIMITED 18 JAMES ALVIN LOW YIEW HOCK 19 CHUA TAI WEE (CAI DAWEI) 20 IFAST FINANCIAL PTE. LTD. TOTAL |
NUMBER OF SHARES HELD % |
|---|---|
| 70,221,522 27.96 38,062,126 15.15 37,573,963 14.96 30,931,018 12.31 19,985,436 7.96 12,597,500 5.02 6,623,376 2.64 3,511,064 1.40 1,715,015 0.68 1,608,100 0.64 1,587,800 0.63 1,567,400 0.62 1,280,239 0.51 1,166,200 0.46 827,100 0.33 716,400 0.29 691,900 0.28 691,106 0.28 675,000 0.27 668,300 0.27 |
|
| 232,700,665 92.66 |
168 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
STATISTICS OF SHAREHOLDINGS
As at 21 March 2025
SUBSTANTIAL SHAREHOLDERS AS AT 21 MARCH 2025 AS SHOWN IN THE REGISTER OF SUBSTANTIAL SHAREHOLDERS
| Substantial Shareholder | Direct Interests | Direct Interests | Deemed Interests | Deemed Interests |
|---|---|---|---|---|
| No. of Shares | %(1) | No. of Shares | %(1) | |
| FULLCAST HOLDINGS CO., LTD.(2) | 65,000,000 | 25.88 | – | – |
| HIRANO ASSOCIATES CO., LTD.(2) | – | – | 65,000,000 | 25.88 |
| TAKEHITO HIRANO(2) | – | – | 65,000,000 | 25.88 |
| CHIN SWEE SIEW @ CHEN YIN SIEW | 38,062,126 | 15.15 | – | – |
| CHIN MUI HIONG | 37,573,963 | 14.96 | – | – |
| CHIN MEI YANG | 30,931,018 | 12.31 | – | – |
| ONG ENG TIANG | 19,985,436 | 7.96 | – | – |
| MOHAMED ABDUL JALEEL S/O | ||||
| MUTHUMARICAR SHAIK MOHAMED(3) | 1,502,500 | 0.60 | 12,500,000 | 4.98 |
Notes:
-
(1) The shareholdings percentage are calculated based on 251,185,691 issued shares of the Company, excluding treasury shares.
-
(2) Takehito Hirano and his family hold 100% ordinary shareholdings in Hirano Associates Co., Ltd. (“ Hirano Associates ”) (of which Takehito Hirano himself holds 18.04% ordinary shares). In addition, Takehito Hirano is a director and the Chairman of Fullcast Holdings Co., Ltd. (“ Fullcast ”). Hirano Associates holds 36.35% ordinary shares in Fullcast, which in turn holds 25.88% ordinary shares of the Company (excluding treasury shares). Hence, Takehito Hirano and Hirano Associates are deemed interested in the 65,000,000 shares held by Fullcast in the Company by virtue of Section 7 of the Companies Act.
-
(3) Mr. Mohamed Abdul Jaleel S/O Muthumaricar Shaik Mohamed is deemed interested in the 12,500,000 shares held by MES Group Holdings Pte. Ltd. (“ MES GH ”) in the share capital of the Company through his 100% interests held in MES GH. The shares of the Company held by MES GH are through CGS-CIMB Securities (Singapore) Pte. Ltd.. Mr. Mohamed Abdul Jaleel S/O Muthumaricar Shaik Mohamed also holds 1,502,500 shares through Phillip Securities Pte. Ltd..
SHAREHOLDINGS HELD IN THE HANDS OF PUBLIC
Based on the information provided and to the best knowledge of the Directors, approximately 15.76% of the issued ordinary shares in the capital of the Company was held in the hands of the public as at 21 March 2025. Rule 723 of the Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited has therefore been complied with.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 169
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ AGM ”) of Advancer Global Limited (the “ Company ”) will be held at 135 Jurong Gateway Road, #06-317, Singapore 600135 on Wednesday, 30 April 2025 at 10:00 a.m. for the following business: -
AS ORDINARY BUSINESS
-
To receive and adopt the Audited Financial Statements for the fi nancial year ended (Resolution 1) 31 December 2024 together with the Directors’ Statement and the Independent Auditors’ Report thereon.
-
To re-elect Dr Chin Mui Hiong who is retiring pursuant to Regulation 117 of the (Resolution 2) Company’s Constitution, and who, being eligible, offers himself for re-election, as Director of the Company. [ See Explanatory Note (i) ]
-
To re-elect Mr Chin Mei Yang who is retiring pursuant to Regulation 117 of the (Resolution 3) Company’s Constitution, and who, being eligible, offers himself for re-election, as Director of the Company. [ See Explanatory Note (ii) ]
-
To re-elect Mr Shamsul Kamar Bin Mohamed Razali who is retiring pursuant (Resolution 4) to Regulation 117 of the Company’s Constitution, and who, being eligible, offers himself for re-election, as Director of the Company. [ See Explanatory Note (iii) ]
-
To approve the payment of Directors’ fees of S$149,000 for the fi nancial year ending (Resolution 5) 31 December 2025, payable quarterly in arrears. (FY2024: S$149,000)
-
To re-appoint Messrs Forvis Mazars LLP as auditors of the Company and to (Resolution 6) authorise the Directors of the Company to fi x their remuneration.
-
To transact any other ordinary business which may properly be transacted at an Annual General Meeting of the Company.
AS SPECIAL BUSINESS
To consider and, if thought fi t, to pass the following resolutions, with or without amendments, as Ordinary Resolutions: -
- Authority to issue shares and convertible securities
(Resolution 7)
-
“That, pursuant to Section 161 of the Companies Act 1967 of Singapore (the “ Companies Act ”), the Constitution and Rule 806 of the Catalist Rules of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) (“ Catalist Rules ”), authority be and is hereby given to the Directors of the Company to:
-
(a) (i) allot and issue shares in the capital of the Company (the “ Shares ”) whether by way of rights, bonus or otherwise; and/or
170 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTICE OF ANNUAL GENERAL MEETING
-
(ii) make or grant offers, agreements, or options (collectively, “ Instruments ”) that might or would require Shares to be issued, including but not limited to the creation and issue of warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fi t; and
-
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue:
-
(i) additional instruments as adjustments in accordance with the terms and conditions of the Instruments made or granted by the Directors while this Resolution was in force; and
-
(ii) Shares in pursuance of any Instruments made or granted by the Directors while this Resolution was in force or such additional instruments in (b)(i) above,
provided that:
-
(1) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed one hundred per cent (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) (as calculated in accordance with sub-paragraph (2) below) or such other limit as may be prescribed by the Catalist Rules as at the date of this Resolution is passed, of which the aggregate number of Shares to be issued other than on a pro-rata basis to existing shareholders of the Company (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) shall not exceed fi fty per cent (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with sub-paragraph (2) below) or any such other limit as may be prescribed by the Catalist Rules as at the date of this Resolution is passed;
-
(2) for the purpose of determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) shall be calculated based on the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) at the time of passing of this Resolution, after adjusting for:
-
(i) new Shares arising from the conversion or exercise of convertible securities;
-
(ii) new Shares arising from exercise of share options or vesting of share awards which are outstanding or subsisting at the time of passing of this Resolution, provided the share options or share awards (as the case may be) were granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
-
(iii) any subsequent bonus issue, consolidation or subdivision of Shares;
171
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED
NOTICE OF ANNUAL GENERAL MEETING
-
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST), all applicable legal requirements under the Companies Act, and otherwise, the Constitution for the time being of the Company; and
-
(4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue to be in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier.”
[ See Explanatory Note (iv) ]
9. Authority to allot and issue shares under Advancer Global Limited Scrip Dividend Scheme
(Resolution 8)
That pursuant to Section 161 of the Companies Act, Catalist Rules and the Constitution of the Company, authority be and is hereby given to the Directors to allot and issue from time to time such number of ordinary shares as may be required to be allotted and issued pursuant to Advancer Global Limited Scrip Dividend Scheme.
[ See Explanatory Note (v) ]
10. Authority to grant options and allot and issue shares under Advancer Global Employee Share Option Scheme
(Resolution 9)
That pursuant to Section 161 of the Companies Act, authority be and is hereby given to the Directors to offer and grant options in accordance with the provisions of the Advancer Global Employee Share Option Scheme (“ Advancer Global ESOS ”) and to allot and issue or deliver from time to time such number of fully paid-up shares as may be required to be issued pursuant to the exercise of options granted under the Advancer Global ESOS, provided always that the aggregate number of shares to be allotted and issued pursuant to the Advancer Global ESOS, when aggregated to the aggregate number of shares issued and issuable or transferred and to be transferred in respect of all options under any other share option schemes shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company from time to time. The authority conferred by this Resolution shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.
[ See Explanatory Note (vi) ]
172 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTICE OF ANNUAL GENERAL MEETING
11. Authority to grant awards and allot and issue shares under Advancer Global (Resolution 10) Performance Share Plan
That authority be and is hereby given to the Directors to offer and grant awards in accordance with the provisions of the Advancer Global Performance Share Plan (“ Advancer Global PSP ”) and to allot and issue or deliver from time to time such number of fully paid-up Shares as may be required to be issued pursuant to the vesting of awards under the Advancer Global PSP, provided that the aggregate number of Shares to be allotted and issued pursuant to the Advancer Global PSP when aggregated with the aggregate number of Shares over which awards are granted under any other share schemes shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) of the Company from time to time. The authority conferred by this Resolution shall, unless revoked or varied by the Company in a general meeting, continue in force until the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.
[ See Explanatory Note (vii) ]
12. Proposed Renewal of Share Buy-back Mandate
(Resolution 11)
That:
-
(a) for the purposes of the Catalist Rules and the Companies Act, the exercise by Directors of all the powers of the Company to purchase or otherwise acquire the issued ordinary Shares in the capital of the Company not exceeding in aggregate the Prescribed Limit (as defi ned herein), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as defi ned herein), whether by way of:
-
(i) on-market purchases, transacted on the SGX-ST through the SGX-ST’s trading system or, as the case may be, any other securities exchange on which the Shares may, for the time being, be listed (“ Market Purchase ”); and/or
-
(ii) off-market purchases (if effected otherwise than on the SGX-ST) in accordance with an equal access scheme(s) which shall satisfy all the conditions prescribed by the Companies Act, as may be determined or formulated by the Directors as they may consider fi t (“ Off-Market Purchase ”),
and otherwise in accordance with all other laws, regulations and the Catalist Rules as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the “ Share Buy-back Mandate ”);
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 173
NOTICE OF ANNUAL GENERAL MEETING
-
(b) the authority conferred on the Directors pursuant to the Share Buy-back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the passing of this Resolution and expiring on the earliest of:
-
(i) the date on which the next annual general meeting of the Company is held or required by the law to be held;
-
(ii) the date on which the Share Buy-backs have been carried out to the full extent mandated under the Share Buy-back Mandate; or
-
(iii) the date on which the authority contained in the Share Buy-back Mandate is varied or revoked by Shareholders in a general meeting;
-
(c) in this Resolution:
“ Prescribed Limit ” means 10% of the total number of issued Shares of the Company (excluding treasury shares and subsidiary holdings) as at the date of passing of this Resolution, unless the Company has effected a reduction of its share capital in accordance with the applicable provisions of the Companies Act, at any time during the Relevant Period, in which event the total number of issued Shares of the Company shall be taken to be the total number of issued Shares of the Company as altered (excluding any treasury shares and subsidiary holdings) that may be held by the Company from time to time;
“ Maximum Price ” in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
-
(i) in the case of a Market Purchase, 105% of the Average Closing Price (as defi ned herein); and
-
(ii) in the case of an Off-Market Purchase pursuant to an equal access scheme, 120% of the Average Closing Price, where:
“ Average Closing Price ” means the average of the closing market prices of the Shares over the last 5 Market Days on which the Shares are transacted on Catalist or, as the case may be, such securities exchange on which the Shares are listed or quoted, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the Offer Date pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the Catalist Rules, for any corporate action that occurs during the relevant fi ve (5) Market Day period and the day of the Market Purchase or as the case may be, the Offer Date (as defi ned herein) pursuant to the Off-Market Purchase;
“ Market Day ” means a day on which the SGX-ST is open for trading in securities; and
“ Offer Date ” means the date on which the Company makes an offer for a Share Buy-back, stating therein the relevant terms of the equal access scheme for effecting the Off-Market Purchase; and
174 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTICE OF ANNUAL GENERAL MEETING
- (d) the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the transactions contemplated by this Resolution.
[ See Explanatory Note (viii) ]
By Order of the Board
Kelvin Tong Wee Chiang and Sin Chee Mei Company Secretaries
Singapore, 15 April 2025
EXPLANATORY NOTES:
-
(i) Ordinary Resolution 2 - Dr Chin Mui Hiong will, upon re-election as a Director of the Company, remain as an Executive Director of the Company. Detailed information on Dr Chin Mui Hiong can be found under the “Board of Directors”, “Corporate Governance Report” and “Disclosure of information on Directors seeking re-election” sections in the Company’s Annual Report.
-
(ii) Ordinary Resolution 3 - Mr Chin Mei Yang will, upon re-election as a Director of the Company, remain as an Executive Director, Chief Executive Offi cer and a member of the Nominating Committee. Detailed information on Mr Chin Mei Yang can be found under the “Board of Directors”, “Corporate Governance Report” and “Disclosure of information on Directors seeking re-election” sections in the Company’s Annual Report.
-
(iii) Ordinary Resolution 4 - Mr Shamsul Kamar Bin Mohamed Razali will, upon re-election as a Director of the Company, remain as an Independent and Non-Executive Director of the Company, Chairman of Nominating Committee and a member of Audit Committee and Remuneration Committee. He is considered independent for the purposes of Rule 704(7) of the Catalist Rules. Detailed information on Mr Shamsul Kamar Bin Mohamed Razali can be found under the “Board of Directors”, “Corporate Governance Report” and “Disclosure of information on Directors seeking re-election” sections in the Company’s Annual Report.
-
(iv) Ordinary Resolution 7 , if passed, will empower the Directors from the date of this AGM until the date of the next annual general meeting or the date by which the next annual general meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to allot and issue Shares, make or grant Instruments convertible into Shares and to issue Shares pursuant to such Instruments. The aggregate number of Shares (including Shares to be made in pursuance of Instruments made or granted pursuant to this Resolution) which the Directors may allot and issue, shall not exceed, in total, one hundred per cent. (100%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company, of which the total number of Shares issued other than on a pro-rata basis to existing shareholders of the Company, shall not exceed fi fty per cent. (50%) of the total number of issued Shares (excluding treasury shares and subsidiary holdings, if any) of the Company.
-
(v) Ordinary Resolution 8, if passed, will empower the Directors, to allot and issue ordinary Shares pursuant to the Advancer Global Limited Scrip Dividend Scheme (“ Scheme ”) should the Company decide to apply the Scheme to any dividend declared by the Company from the date of this Annual General Meeting until the date of the next annual general meeting of the Company.
-
(vi) Ordinary Resolution 9, if passed, will empower the Directors of the Company to offer and grant options, and to allot and issue new Shares in the capital of the Company, pursuant to the Advancer Global ESOS as may be modifi ed by the Remuneration Committee from time to time, provided that the aggregate number of Shares to be allotted and issued pursuant to the Advancer Global ESOS shall not exceed 15% of the total number of issued Shares of the Company (excluding treasury shares and subsidiary holdings) from time to time.
-
(vii) Ordinary Resolution 10, if passed, will empower the Directors of the Company to offer and grant awards, and to allot and issue new Shares in the capital of the Company, pursuant to the Advancer Global PSP as may be modifi ed by the Remuneration Committee from time to time, provided that the aggregate number of Shares to be allotted and issued pursuant to the Advancer Global PSP shall not exceed 15% of the total number of issued Shares of the Company (excluding treasury shares and subsidiary holdings) from time to time.
-
(viii) Ordinary Resolution 11 , if passed, will empower the Directors of the Company to make purchases or otherwise acquire the Company’s issued Shares from time to time subject to and in accordance with the guidelines set out in the Addendum to Shareholders dated 15 April 2025. The authority will expire at the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier, unless previously revoked or waived at a general meeting.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 175
NOTICE OF ANNUAL GENERAL MEETING
NOTES:
(a) Participation in the AGM
-
The Annual General Meeting (the “ Meeting ” or “ AGM ”) will be held, in a wholly physical format at the AGM venue set out above and there will be no option for members to participate virtually. The Notice of AGM, Proxy Form, Request Form and the Annual Report along with the accompanying addendum to shareholders will be made available on the SGXNET at https://www.sgx.com/securities/company-announcements and the Company’s website at https://advancer.listedcompany. com/announcements.html/year/2025. A printed copy of the Notice of AGM, Proxy Form and Request Form will be sent to the members of the Company.
-
Members may participate in the AGM by:
-
(a) attending the AGM in person;
-
(b) submitting questions in relation to any agenda item in this Notice of AGM in advance of, or at the AGM; and/or
-
(c) voting at the AGM by themselves or through their duly appointed proxy(ies).
-
Details of the steps for registration, asking of questions and voting at the AGM by members, are set out in the notes below.
(b)
Registration in person to attend the AGM
- Members, including CPF and SRS investors can attend the AGM in person.
To do so, they will need to register in person at the registration counter(s) outside the AGM venue on the day of the event. Please bring along your NRIC/Passport to enable the Company to verify your identity. Members and/or their proxy(ies) are advised to arrive early to facilitate the registration process and exercise social responsibility and not to attend the AGM if they are feeling unwell. The Company reserves the right to refuse admittance to the AGM if the attendee’s identity cannot be verifi ed accurately.
- For investors who hold shares of the Company through relevant intermediaries (as defi ned in Section 181 of the Companies Act 1967 of Singapore) including CPF and SRS Investors and who wish to participate in the AGM should contact their respective relevant intermediaries (including CPF Agent Banks and SRS Operators) through which they hold such shares as soon as possible in order for the necessary arrangements to be made for their participation in the AGM.
(c) Asking Questions
-
Members, including CPF and SRS investors may ask question relating to the item on the agenda of the AGM during the AGM physically or submitting their question to the Company in advance (“ Advanced Questions ”) by 10:00 a.m. on 23 April 2025 (“ Cut-off Time ”) through any of the following means:
-
(i) by post, to be deposited at the Company’s Share Registrar, In.Corp Corporate Services Pte Ltd at 36 Robinson Road, #20-01 City House, Singapore 068877; or
-
(ii) by email to [email protected].
-
Members, including CPF and SRS investors must identify themselves when posting questions through email or mail by providing their full names (for individuals)/company names (for corporations), NRIC/passport number/company registration numbers, contact numbers, email address, number of shares and the manner in which their hold shares (if hold shares directly, please provide the CDP account number; otherwise, please state if you hold your shares through CPF or SRS, or are a relevant intermediary shareholders).
-
The Company will address all substantial and relevant Advanced Questions through announcement on the SGX website at https://www.sgx.com/securities/company-announcements and the Company’s website at https://advancer.listedcompany.com/announcements.html/year/2025 by 10:00 a.m. on 25 April 2025.
-
The Company will endeavors to address (i) subsequent clarifi cations sought, (ii) follow-up questions, or (iii) subsequent substantial and relevant questions which are received after the Cut-off Time at the AGM itself or via an announcement on SGXNet and the Company’s website. Where substantially similar questions are received, the Company will consolidate such questions and consequently not all questions may be individually addressed.
-
The Company will, within one month after the AGM, publish the minutes of the AGM on the SGXNet and the Company’s website and the minutes will include the responses to the substantial and relevant questions raised during the AGM.
176 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
NOTICE OF ANNUAL GENERAL MEETING
(d) Voting at the AGM or voting by appointing proxy(ies)
-
Members will be able to vote at the AGM in person, or by appointing proxy(ies) to vote on their behalf.
-
Duly completed proxy forms must be submitted through any of the following means no later than 10:00 a.m., 27 April 2025, being no later than seventy-two (72) hours before the time appointed for holding the AGM and in default the instrument of proxy shall not be treated as valid:
-
(i) If sent personally or by post, the proxy form must be lodged at the Company’s Share Registrar, In.Corp Corporate Services Pte Ltd at 36 Robinson Road, #20-01 City House, Singapore 068877; or
-
(ii) If by email, the proxy form must be received at [email protected].
The proxy form is made available on SGXNet and the Company’s corporate website at https://advancer.listedcompany.com/announcements.html/year/2025 and may be accessed through announcement on the SGX website at https://www.sgx.com/securities/company-announcements.
The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal, executed as a deed in accordance with the Companies Act 1967 of Singapore or under the hand of an attorney or an offi cer duly authorized, or in some other manner approved by the Directors. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certifi ed copy thereof must be lodged with the instrument of proxy.
-
A proxy need not be a member of the Company.
-
A member of the Company which is a corporation is entitled to appoint its authorized representatives or proxies to vote on his behalf.
-
A member can appoint the Chairman of the Meeting as his/her/its proxy but this is not mandatory.
If a member wishes to appoint the Chairman of the Meeting as proxy, such member must give specifi c instructions as to voting for, voting against, or abstentions from voting on, each resolution in the instrument appointing the Chairman of the Meeting as proxy. If no specifi c direction as to voting or abstentions from voting in respect of a resolution in the form of proxy, the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid.
-
For investors who holds shares of the Company through relevant intermediaries (as defi ned in Section 181 of the Companies Act 1967 of Singapore) , including CPF and SRS Investors:
-
(a) may vote at the AGM if they are appointed as proxies by their respective relevant intermediaries, and should contact their respective relevant intermediaries if they have any queries regarding their appointment as proxies; or
-
(b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM,
in which case they should approach their relevant intermediaries to submit their votes at least seven (7) working days prior to the AGM.
-
A member (other than a Relevant Intermediary) is entitled to appoint not more than two (2) proxies to attend, speak and vote at the AGM. Where such member appoints more than one (1) proxy, the proportion of the shareholding concerned to the represented by each proxy shall be specifi ed in the form of the proxy.
-
A member who is a Relevant Intermediary is entitled to appoint more than two (2) proxies to attend, speak and vote in his/her stead at the AGM, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares to be represented by each proxy must be stated.
-
“Relevant Intermediary” has the meaning ascribed to it in Section 181 of the Companies Act 1967 of Singapore.
-
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible, or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specifi ed in the instrument.
ANNUAL REPORT 2024 ADVANCER GLOBAL LIMITED 177
NOTICE OF ANNUAL GENERAL MEETING
PERSONAL DATA PRIVACY
By (a) submitting an instrument appointing the Chairman of the Meeting, proxy(ies) and/or representatives to attend, speak and vote at the AGM and/or any adjournment thereof, or (b) submitting any question prior to the AGM, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including any adjournment thereof) and the preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof), addressing relevant and substantial questions from members received before and/or during the AGM and if necessary, following up with the relevant members in relation to such questions and enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines by the relevant authorities (collectively, the “ Purposes ”); (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes; and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a results of the member’s breach of warranty. Photographic, sound, and/or video recordings of the AGM may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of the member of the Company or the member’s proxy(ies) or representative(s) (such as his/her name, his/her presence at the AGM and any questions he/she may raise or motions he/she propose/second) may be recorded by the Company for such Purposes.
This notice has been reviewed by the Company’s sponsor, SAC Capital Private Limited (the “ Sponsor ”).
This notice has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this notice, including the correctness of any of the statements or opinions made, or reports contained in this notice.
The contact person for the Sponsor is Ms Charmian Lim (Telephone no.: 65-6232 3210) at 1 Robinson Road, #21-01 AIA Tower, Singapore 048542.
178 ADVANCER GLOBAL LIMITED ANNUAL REPORT 2024
(Co. Reg. No. 201602681W)
(Incorporated in the Republic of Singapore)
ADVANCER GLOBAL LIMITED
IMPORTANT
-
The Annual General Meeting (“ AGM ”) will be held physically at 135 Jurong Gateway Road, #06-317, Singapore 600135. Members have no option to participate virtually
-
A relevant intermediary may appoint more than two proxies to attend the AGM and vote (please see note 2 for the defi nition of “ Relevant Intermediary ”).
ANNUAL GENERAL MEETING PROXY FORM
- For investors holding through a Relevant Intermediary including CPF and SRS investors), this proxy form is not valid for use and shall be ineffective for all intents and purposes if used or purported to be used by them. The investors should contact their respective relevant intermediary, Agent Banks or SRS Operators if they have any queries regarding their appointment as proxies.
I/We*, (Name),
(NRIC/Passport No./Co. Reg. No.*)
of
(Address)
being a member/members of ADVANCER GLOBAL LIMITED , (the “ Company* ”), hereby appoint
| Name | NRIC / Passport No. | Proportion of Shareholdings | Proportion of Shareholdings |
|---|---|---|---|
| No. of Shares | % | ||
| Address | |||
| and/or(delete as appropriate): | |||
| Name | NRIC / Passport No. | Proportion of Shareholdings | |
| No. of Shares | % | ||
| Address |
or failing him/her, the Chairman of the Meeting, as my/our proxy/proxies to vote for me/us on my/our behalf, at the Annual General Meeting (the “ Meeting ” or “ AGM* ”) of the Company, to be held physically at 135 Jurong Gateway, #06-317, Singapore 600135 on Wednesday, 30 April 2025 at 10:00 a.m. and at any adjournment thereof.
I/We direct my/our proxy/proxies* to vote for, against or abstain the Resolutions to be proposed at the AGM as indicated hereunder. If no specifi c directions as to voting is given, the appointment of the Chairman of the Meeting as proxy for that resolution will be treated as invalid at the AGM and at any adjournment thereof.
| No. | Resolutions | For | **Against ** | Abstain |
|---|---|---|---|---|
| 1. | Adoption of Audited Financial Statements, Directors’ Statement and Auditors’ Report for the f nancialyear ended 31 December 2024 |
|||
| 2. | Re-election of Dr Chin Mui Hiongas Director | |||
| 3. | Re-election of Mr Chin Mei Yangas Director | |||
| 4. | Re-election of Mr Shamsul Kamar Bin Mohamed Razali as Director | |||
| 5. | Approval of payment of Directors’ Fees of S$149,000 for the f nancial year ending31 December 2025, payablequarterlyin arrears |
|||
| 6. | Re-appointment of Messrs Forvis Mazars LLP as auditors and to authorise the Directors to f x their remuneration |
|||
| 7. | Authorityto issue shares and convertible securities | |||
| 8. | Authority to allot and issue shares under Advancer Global Limited Scrip Dividend Scheme |
|||
| 9. | Authority to grant options and allot and issue shares under Advancer Global Employee Share Option Scheme |
|||
| 10. | Authority to grant awards and allot and issue shares under Advancer Global Performance Share Plan |
|||
| 11. | Proposed renewal of Share Buy-back Mandate |
*Delete where inapplicable
NOTES: All resolutions put to vote at the AGM shall be decided by way of poll. If you wish to exercise all your votes “For” or “Against” or “Abstain” the relevant resolution, please tick (√) within the box provided. Alternatively, please indicate the number of votes as appropriate. If you mark the abstain box for a particular resolution, you are directing your proxy, not to vote on that resolution on a poll and your votes will not be counted in computing the required majority on a poll.
Dated this day of April 2025
| Total Number of Shares in: | No. of shares |
|---|---|
| (a)CDP Register | |
| (b) Register of Members |
Signature(s) of Member(s)/ and, Common Seal of Corporate Member
IMPORTANT: PLEASE READ NOTES OVERLEAF
NOTES
-
A member of the Company (other than a Relevant Intermediary) is entitled to appoint not more than two proxies to attend and vote in his stead. Where such member’s form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specifi ed in the form of proxy.
-
A member of the Company who is a Relevant Intermediary entitled to appoint more than two (2) proxies to attend and vote in his/her stead, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares to be represented by each proxy must be stated.
“ Relevant Intermediary ” means:
-
(a) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
-
(b) a person holding a capital markets services license to provide custodial services for securities under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or
-
(c) the Central Provident Fund Board (“ CPF Board ”) established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
-
A proxy need not be a member of the Company.
-
A member can appoint the Chairman of the Meeting as his/her/its proxy but this is not mandatory.
-
In appointing the Chairman of the Meeting as proxy, a member (whether individual or corporate) must give specifi c instructions as to voting, or abstentions from voting, in the form of proxy, failing which the appointment for that resolution will be treated as invalid.
-
Where a member appoints more than one (1) proxy, he/she shall specify the proportion of his/her shareholdings (expressed as a percentage of the whole) to be represented by each proxy. If no such proportion or number is specifi ed, the fi rst named proxy may be treated as representing 100% of the shareholding and any second named proxy as an alternate to the fi rst named.
-
A member should insert the total number of shares held. If the member has shares entered against his/her name in the Depository Register (as defi ned in Section 81SF of the Securities and Futures Act 2001 of Singapore), he/she should insert that number of shares. If the member has shares registered in his/her name in the Register of Members of the Company, he/she should insert that number of shares. If the member has shares entered against his/her name in the Depository Register and registered in his/her name in the Register of Members, he/she should insert the aggregate number of shares. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all shares held by the member.
-
The instrument appointing a proxy duly executed must be submitted through any one of the following means by 10:00 a.m. on 27 April 2025, being no later than seventy-two (72) hours before the time for appointed for holding the AGM (or any adjournment thereof) and in default the instrument of proxy shall not be treated as valid:
-
(i) By depositing a physical copy at the Company’s Share Registrar, In.Corp Corporate Services Pte Ltd at 36 Robinson Road, #20-01 City House, Singapore 068877; or
-
(ii) By sending a scanned PDF copy by email to [email protected].
-
Members are strongly encouraged to submit completed proxy forms electronically via email.
-
For investors who hold shares of the Company through relevant intermediaries (as defi ned in Section 181 of the Companies Act 1967 of Singapore), including CPF and SRS Investors:
-
(a) may vote at the AGM if they are appointed as proxies by their respective relevant intermediaries, and should contact their respective relevant intermediaries if they have any queries regarding their appointment as proxies; or
-
(b) may appoint the Chairman of the Meeting as proxy to vote on their behalf at the AGM,
-
in which case they should approach their relevant intermediaries to submit their votes at least seven (7) working days prior to the date of the AGM.
-
The instrument appointing a proxy or proxies must be under the hand of the appointor or his attorney duly authorized in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal, executed as a deed in accordance with the Companies Act 1967 of Singapore or under the hand of an attorney or an offi cer duly authorized, or in some other manner approved by the Directors. Where the instrument appointing a proxy or proxies is executed by an attorney on behalf of the appointor, the letter or power of attorney or a duly certifi ed copy thereof must be lodged with the instrument of proxy.
-
The Company shall be entitled to reject the instrument appointing a proxy or proxies which is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointer specifi ed in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register, the Company shall be entitled to reject any instrument appointing a proxy or proxies if the member, being the appointor, is not shown to have shares entered against his/her name in the Depository Register as at 72 hours before the time appointed for holding the Meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s), to attend and vote at the AGM and/or any adjournment thereof, the member of the Company is deemed to have accept and agreed to the personal data privacy terms set out in the Notice of Annual General Meeting of the Company dated 15 April 2025.
135 Jurong Gateway Road, #05-317, Singapore 600135 Tel: (+65) 6665 3855 Fax: (+65) 6665 0969
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