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GLG CORP LTD Annual Report 2022

Oct 24, 2022

64991_rns_2022-10-24_41407dfe-7aeb-4bfd-bac4-c709459fdfe3.pdf

Annual Report

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OUR SUPPLY
CHAIN NETWORK
4 COUNTRIES
56 MILLION
PIECES SHIPPED
CAMBODIA NORTH KOREA
(Phnom Phenh Branch)
CHINA
CAMBODIA SOUTH KOREA JAPAN
(Phnom Phenh)
CHINA
KOREA
BHUTAN (Seoul Office)
ADESH
TAIWAN
MAXIM MALAYSIA
MYANMAR
(Vertical Fabric Mill)
LAOS
HONGKONG
THAILAND
MALAYSIA VIETNAM
(Johor Bahru) PHILIPINES
CAMBODIA
MALAYSIA BRUNEI
Singapore HUB
(Since 1977) SINGAPORE
SINGAPORE INDONESIA PAPUA NEW
GUENIA
INDONESIA
(Batam Island)
Ghim Li’s
NETWORK
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COMPANY SECRETARY REGISTERED OFFICE Mr Geoffrey Stirton ‘Australia Square’ Suite 4201, Mr Hasaka Martin Level 42, 264-278 George Street, Sydney, NSW, 2000 Australia

PRINCIPAL ADMINISTRATION OFFICE SHARE REGISTRY 21 Jalan Mesin Boardroom Pty Limited Singapore 368819 Level 12, 225 George Street Sydney NSW 2000 Australia

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  • 02 Chairperson / CEO’s Message 05 Sustainable Fashion

  • 07 Corporate Social Responsibility

  • 08 Snapshot of GLG Corp Ltd

  • 09 Financial Highlights

  • 09 People Highlights for the Year

  • 10 Key Events

  • 12 Operational Highlights

  • 16 Audit Committee Report

Corporate Governance Statement

  • 18

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38 Director's Report 53 Auditor’s Independence Declaration 54 Independent Auditor’s Report 57 Directors’ Declaration

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  • 58 Consolidated Statement of Profit or Loss and other Comprehensive Income

  • 59 Consolidated Statement of Financial Position

  • 60 Consolidated Statement of Changes in Equity

  • 61 Consolidated Statement of Cash Flows

  • 62 Notes to the Financial Report

103 Additional Australian Securities Exchange Information 104 Twenty largest holders of quoted equity securities

CHAIRPERSON / CEO’S MESSAGE FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

Chairperson / CEO’s Message

Dear Shareholders, Customers, Board Members, Employees and Stakeholders,

In the financial year 2022, our Group has been operating in unprecedented economic conditions due to the spread of the COVID-19 disease outbreak. The regions of Europe, Canada, United States and Asia were severely impacted by the pandemic. Our Asia-based fabric suppliers and our factories were affected by sporadic lockdowns and port congestion due to the lack of containers. The apparel industry was severely affected by the pandemic, which presented our Group with a range of unique challenges that required an immediate and nimble organisational response to factory lockdowns to reduce the impact to our customers.

At the same time, the on-going trade sanctions on Xinjiang cotton have caused prices of cotton raw materials to surge to a record high. Combined with Global supply chain shocks due to border control measures, shortage of containers and port congestion, it has been a truly difficult year for supply chain management. Nevertheless, we have collaborated extensively with our customers

Estina Ang Suan Hong Chairperson and Founder

Felicia Gan Peiling, PBM CEO

and suppliers, particularly on key items, to prepare for early yarn commitments and calendar adjustments in order to mitigate supply chain delays.

The Group's profit for the fiscal year ended 30 June 2022 was US$5.2 million, up from U$$2.9 million the previous year. The trend of working from home has increased the need for comfortable leisurewear and sleepwear. People also began to take physical health more seriously as a result of the pandemic, resulting in a significant increase in demand for athleisure and activewear, which drives the Company’s sales revenue growth of 8.6% and gross margin improvement to 20%. After reviewing our financial results and cash flow situation, the Board has resolved and declared a US$0.015 final ordinary unfranked dividend per share.

Customers from the United States, Canada and Europe continue to shift sourcing to Southeast Asia for fabric and garment manufacturing to risk manage due to current Geopolitical landscape. Our fabric mill production in Malaysia plays a crucial role in providing our customers with flexibility in response to the fast-changing retail environment in the United States, Canada, and Europe.

Our traditional business models were challenged over the course of the year, particularly in the United States and Canada regions, as our Asia-based factories were confronted with varying degrees of market disruptions such as port congestion and sporadic country lockdowns impacting supply chain across the USA, Canada and Europe retail markets.

Once again, we would like to express our gratitude to entire GLG Corp’s team for the commitment, collaboration, devotion, and hard work. We are confident that we can continue to make progress on our growth strategy and dedication to action for the year ahead during this challenging period.

On behalf of the board, we would like to express our gratitude to all our Shareholders, Customers, Board Members, Employees, Suppliers, Stakeholders and Business Partner, for their continuing faith in the GLG Corp. GLG Corp will continue to adapt and be nimble in order to support our customers in these dynamic economic times of high inflation and inventory crises resulting from global supply chain shocks.

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Estina Ang Suan Hong Felicia Gan Peiling, PBM Chairperson and Founder CEO

4

To be a WORLD-CLASS LEADER in textiles and apparel, growing in STRATEGIC ALLIANCES with our customers

TO MAKE OUR CUSTOMERS MORE SUCCESSFUL BY:

Focusing on our SPEED of services

Ensuring competitive products COSTS Providing high QUALITY products

Meeting / exceeding COMPLIANCE standards SUPPLY CHAIN MANAGEMENT Maintaining efficient and effective seamless

01

Quality and Efficiency Commitment to where we build Quality and Efficiency, on your business to deliver this promise at all time

02

Customer Focus

Customer-Focus, where we value our customers as the fundamental reason for us to be in business. We act on our customers' terms by offering quality products and solutions, with the best customer services possible. We look for every opportunity where we can exceed our customers' expectations.

03

Diversity and Respect

Diversity and Respect is our life blood and governs the way we do business and makes our company stronger. Our diverse workforce mirrors different cultures and viewpoints to create a work environment for our people to succeed. We encourage our people to express their thoughts and ideas. We treat each other with dignity.

04

Results Orientation

Results Orientation, characterized by our people taking ownership, being accountable for what needs to be done and getting the job done despite obstacles and difficulties

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FY2022
Annual Report
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Resourceful

Making better with less, for a more respectful and sustainable future

Energy Reductions

30% Reduction in Energy Usage (by completing various energy savings projects)

1,244.4Mt Reduction in Greenhouse Gases (20182021)

Solid Waste Recycling & Reductions

30% Reduction in Waste (Recycling Program & 6S Management System)

15184.4Mt Reduction of Greenhouse Gases from Solid Waste Reduce & Recycle (2018-2021)

Water Savings

50% Savings of Freshwater used in production (by completing various water saving projects)

116922Mt of Freshwater saved by recycling steam condensate from the broiler & utilizing recycled rainwater for production (2018-2021)

Packaging

Replaced non-recycled content hangtag to post-consumer recycle content hangtag

77% of Hangtags consist of post-consumer recycled content

Waste Management

  • For general waste, we segregate and recycle the waste to minimize the waste disposal.

  • To ensure scheduled waste have proper disposal and minimize risk to employees, prepare dedicated storage place to meet legal requirements under Regulation 9, Storage of Schedule Waste, EQA 1974. Treated waste was sent to licensing third party to dispose.

Wastewater treatment Dehydrate the sludge from plant wastewater treatment plant before disposal

  • To meet buyer's requirements of Walmart Project Gigaton, Walmart sustainability index in accordance with Sustainable Coalition (SAC) Higgs.

SUSTAINABLE FASHION FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

Energy & Water Reduction

  • Since 2017, as a group, we reduce 16,544 mt of CO2 emission which is equivalent to about reduction of 1,861,593 gallons of gasoline combusted and counting.

LED Light

Transparent roof project to reduce light on

  • Utilize back boiler condensate water > Install RO plant to recycle 30% of wastewater to save 50% which is equivalent to discharge from production which is 1,169,622 mt of fresh water . equivalent to 26,000 m3/month .

Environment Chemical Safe Product

  • To strengthen Healthcare and Garment Chemical Management, Ghim Li uses toxic free chemical products

  • Ghim Li has strict supplier screening processes and 100% compliance to customer RSL/MRSL (Restricted Substance List/Manufacturing restricted substance list) program in line ZDHC MRSL 2.0 guidelines

  • Bhive is the master platform to analyse and generate individual mills chemical management performance and recommendation for improvements.

Sustainability Fabrics

CORPORATE SOCIAL RESPONSIBILITY

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

COVID-19 has affected countries globally and mask is the essential to everyone. We understand the needs of the society. As such, GLG has taken the initiative to donate the masks to the societies, located in Singapore, Malaysia, Cambodia and Indonesia.

MALAYSIA

Handicapped and Mentally Disabled Donation

30 August 2022

Police Station - Royal Malaysia Police 21 June 2021, 14 July 2021

Ministry of International Trade and Industry (Kuala Lumpur) 29 June 2021

Persatuan Pendanut Agama Shan Dao 26 July 2021

Kementerian Kesihatan Malaysia (KKM) Johor 16 August 2021

Malaysia Government 1 September 2021

CAMBODIA

Ministry of Labour

Mask donation to Ministry of labour and Vocational Training (Cambodia). 3 August 2021

Cambodia Red Cross

Mask donation to Cambodia Red Cross. 18 August 2021

Mett Yeung Association

Mett Yeung Association (M.Y.A), one of the association under MOL. 7 September 2021

8

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01

APPAREL SUPPLY CHAIN SERVICES

  • Product Design & Styling

  • Quality Assurance & Compliance

  • Product Development (For Volume Manufacturing)

  • Warehousing, Logistics & Customs Clearance

  • Material Sourcing

  • Direct Shipment From Manufacturing Origin to Final Distribution Center of Customer

> Technical Support

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CORPORATE SERVICES > Business 02

> Business Development

> Human Resources & General Admin

> Marketing & > Information Technology Merchandising

  • Corporate Affairs & CSR

> Sales

> Finance

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FABRIC & APPAREL MANUFACTURING SERVICES

03

> Production Planning & > Printing Control

> Embroidery

> Fabric R&D & Manufacturing

> Wet & Dry Processing

  • Apparel Manufacturing

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

SNAPSHOT OF GLG CORP LTD

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GROSS MARGIN
US$41,287,000
REVENUE OUR SUPPLY PROFIT
US$199,609.000 CHAIN NETWORK BEFORE TAX
4 COUNTRIES US$6,843,000
56 MILLION
PIECES SHIPPED
TOTAL
NET TANGIBLE
EQUITY
ASSETS PER SHARE
US60.23 cents US$59,051,000
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1%
78%
13%
Percentage of Employees Percentage of Employees
in respective Group in respective categories
9%
99% Executive Top Management Service 0 - 5 years
Ratio Middle Management Years >5 up to 10 years
All Others >10 years
3%
38% 59%
20%
Percentage of Employees in
41% Percentage of Employees
their Age Group
in their Gender Group
Age <30 years old Gender Female
39% Distribution >30 up to 40 years old Mix Male
>40 up to 50 years old
>50 years old
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KEY EVENTS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

First Quarter Jul 2021 to Sep 2021

01

Aug’21:

August AC, Board meeting held in Singapore HQ to review FY2021 financial, audit etc.

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Aug’21:

Declared fully Aug’21: unfranked final ordinary dividend Completion of Appendix 4E (Prelim Report)

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Aug’21:

Sep’21:

Statutory Report FY2021 Completed and filed with ASX

Our CEO Felicia Gan received The Augural Public Service Medal 2021 from Singapore Government

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- Ghim Li Featured in Newspaper Wan Bao and Zao Bao
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  • CEO Felicia Gan featured in Tatlerasia.com

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Second Quarter Oct 2021 to Dec 2021

02

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Oct’21:

Distribute fully unfranked final ordinary dividend

Nov’21:

Nov’21:

Jan’22:

Annual General Meeting of GLG Corp held in Singapore HQ

Renewal successfully for GLM’s OEKO-TEX certificate.

Renewal successfully for GGF’s OEKO-TEX certificate.

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Third Quarter Jan 2022 to Mar 2022

03

Oct’21

Feb’22:

Feb’22: .

Feb’22:

Annual Report FY2021 was completed and made available on Company website and stakeholders

Appendix 4D (First Half of FY2022) financial statement reviewed and filed with ASX

Board meeting held in Singapore HQ to review business results, office lease renewal etc

Renewal successfully for GLG’s GRS certificate. Renewal successfully for GGF’s GOTS certificate.

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Fourth Quarter Apr 2022 to Jun 2022

04

Jun’22:

Jun’22:

Board meeting held in Australia to approve budget FY2023, business strategies, office lease renewal etc.

Ghim Li featured in Straits Times: HSBC launches US$1B global Fund for women-led businesses

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KEY EVENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

CEO Felicia Gan received The Augural Public Service Medal 2021 from Singapore Government

Felicia met Prime Minister of Singapore, Mr Lee Hsien Loong at The Istana, Singapore on 29 June 2021

"Met some female business leaders yesterday and today. Learnt much about their businesses and plans, how the pandemic has impacted them professionally and personally, and what they are doing to support their teams through these challenging times."

Ghim Li Featured in Newspaper Wan Bao and Zao Bao

CEO Felicia Gan featured in Tatlerasia.com

Ghim Li featured in Straits Times: HSBC launches US$1B global Fund for women-led businesses

Female entrepreneurs and business owners in Singapore who are HSBC clients can apply to a US$1 billion (S$1.38 billion) fund to grow their businesses and get access to networking opportunities and funding classes. HSBC launched the global Female Entrepreneur Fund (Fund) on May 12 for female-owned businesses across 11 markets, including Singapore.

Ms Felicia Gan, chief executive officer of a textile manufacturer, said: “Funding and cash flow is the lifeline of any small

business and without banking support, it is virtually impossible to grow the business.” With the support, Ghim Li grew into an international business with 9,000 employees in six countries.

Ms Gan said: “With the trend of growing number of female entrepreneurs and leaders, I believe that there is a need to start to group together so that we are able to learn from one another and build a good network of future women leaders and entrepreneurs.’

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12 FY2022
Annual Report
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3D Virtual Technology

We have invested in a technology that will provide Merchants & Product Development associates with the ability to walk our showroom, inclusive of our shipment and development libraries, virtually for Kid's, Ladies, and Men's categories.

Investment in 3D technology software like CLO and Browzwear

These design software are cutting-edge 3D simulation engines that allows one to create true-to-life virtual garments and bringing evolution to design and fitting processes with shorter development leadtimes. Our adoption rate has increased due to the fast sampling turnover time and cost savings for physical prototype samples. Embracing 3D technology is the future for the garment industry.

Real Time Development

Able to digitise 2D Cads into 3D virtual sampling based on tech pack, actual fabrication, pattern modification and fitting on digital Alvanon to the final product.

Effective Communication

With the use of CLO-SET and Stylezone viewing platforms, users will have full visibility and participate at every stage in the process from design through merchandising. Eg, making changes on the fit or design.

Fabric Kit Analysis

This fabric kit enables to determine the thickness, stretch properties of your fabric and automatically load the values into CLO or Browzwear software program. The drape lines will be simulated based on the properties.

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

OPERATIONAL HIGHLIGHTS

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We are a leader in 3D technology and showcase our developments with a wide range of customers and categories.

Customised Designs & Graphic Creation

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Partnership in the Creative Process
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  • Customized seasonal design collection, directional graphic creation, fabric and trim sourcing.

Meet Global Compliance Standards

As the industry faces heightened customer awareness & expectation, Ghim Li as a responsible supply chain understands the need to adhere strictly to global quality and compliance standards.

Our Suppliers and all our facilities aim to meet or excel in every compliance standards relating to Social Compliance, CTPAT Compliance; and Environment Compliance and are regularly audited by 3rd Party auditors.

OPERATIONAL HIGHLIGHTS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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MALAYSIA Ghim Li Fashion (M) Sdn. Bhd.

  • Established: 1984

  • Employees: 435

  • Sewing lines: 10

  • Capacity: 35,000 dozen per month

  • Close proximity to Maxim Textile Technology

  • Quick sample return

  • Vertical set-up

MALAYSIA Maxim Textile Technology Sdn. Bhd.

  • Established: 1972

  • Employees: 400+

  • Proximity to garment factory

  • ISO Knitting Machine in 24 hours operations

  • Dyeing capability of up to 2 million lbs./ month

  • Macy’s self-approval colorist

  • Ability to support replenishment

OPERATIONAL HIGHLIGHTS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

INDONESIA

PT. Ghim Li Indonesia (Outsourced manufacturer)

  • Established: 2005

  • Employees: 3,800+

  • Sewing lines: 64

  • Capacity: 3.36 million pieces per month

  • Average 30 operator per line divided into day & night shift

  • 5-Day work week

  • The close proximity to Singapore allows access to world-class shipping Achieved on 2019 facilities.

  • VAT, local service tax and import duty exemptions. FEM & FSLM

CAMBODIA

GG Fashion (Cambodia) Co. Ltd.

  • Established: 2017

  • Employees: 2,200+

  • Sewing lines: 46

  • Capacity: 1.02 million units per month

CAMBODIA

GG Fashion (Cambodia) Co. Ltd. (Branch)

  • Established: 2018

  • Employees: 1,250+

  • Sewing lines: 36

  • Capacity: 800,000 units per month

DEAR SHAREHOLDERS,

I am pleased to present our Audit Committee (“AC”) Report for the fiscal year ended 30 June 2022.

1. Re-appointment of BDO as external auditor and progress of the handover of engaging partner

Mr Steve May had taken over as the audit partner after Mr Ryan Pollett was rotated after his fifth year of assignment.

The AC have expressed its appreciation to Ryan for the smooth handover and to Steve for the successful transition during his first year’s term.

Peter Tan Chairman, Audit Committee & Independent Director

Audit Independence

The AC have reviewed the non-audit engagement and other services of the external auditor for FY2022 and confirmed that their independence and professional conduct in relation to the FY2022 audit have complied with the Corporation Act 2001.

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At the AC meeting held on 26 August 2022, the committee recommended the re-appointment of the external auditor to the Board for the next financial year and will be included in the agenda at the upcoming AGM in November 2022.

2. Key Audit Matters

The Group’s financial statements for the ended 30 June 2022 were tabled with the BDO’s Audit Report for review and discussion before submitting them to the Board for its approval.

17

The recoverability of total receivables due to its material balances and potential for overstatement were discussed as a key audit matter as the risk assessment were deliberated with management. The AC reviewed management’s work with respect to ageing, trends, judgement and other test for recoverability were made in the following areas:

Valuation of GLIT Receivables

The valuation of the GLIT receivables on the whole with the receivables from GLIT Holdings and receivables from outsourced manufacturing suppliers as disclosed in Note 11 were material to the audit process because as at 30 June 2022 the balance was $17,926,182 and included assessment and various assumptions used for the recoverability test.

The valuation procedure used by the Group were based on assumptions of the trade cycle in particular to the trust receipts and the overall working capital of the Group.

How the matter was addressed in the auditor’s report

Recoverability as at the reporting date included the following procedures:

  • (a) The normal trade receivables ageing was within settlement terms against the trends in the business cycle and payment terms were found to be acceptable; and

  • (b) The analysis of the turnover and recoverability of the outstanding balances were verified to occur within the time frame that could match the overall working capital cycle requirement of the Group.

3. Appreciation

Once again, I would like to thank Ryan for the invariable handover and to Steve together with the BDO Team for the successful transition to ensure continuity in the level of commitment to deliver timely completion of the audit sign off to meet the Group’s reporting deadlines.

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Peter Tan Chairman, Audit Committee & Independent Director

COMPOSITION OF THE BOARD

The composition of the Board is determined in accordance with the following principles and guidelines:

  • § the Board should comprise directors with an appropriate range of qualifications and expertise; and

  • § the Board shall meet regularly and follow guidelines set down to ensure all directors are made aware of, and have available, all necessary information to participate in an informed discussion of all agenda items.

The Directors in office at the date of this statement are as follows:

Name Position
Estina Ang Suan Hong Executive Chair
Peter Tan Independent Non-Executive Director
Grant Hummel Independent Non-Executive Director
Felicia Gan Peiling Chief Executive Ofcer

The skills, experience and expertise relevant to the position of director as well as the period of office held by each director are set out in the Directors’ Report on page 38 to 40.

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ESTINA ANG SUAN HONG

Founder, Chairman and Executive Director Member of Nomination & Remuneration Committee

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FELICIA GAN PEILING, PBM

Chief Executive Officer Executive Director

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GRANT HUMMEL

Independence Director Chairman of Nomination & Remuneration Committee Member of Audit Committee

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PETER TAN

Independence Director Chairman of Audit Committee Member of Nomination & Remuneration Committee

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

BOARD RESPONSIBILITIES

As the Board acts on behalf of the shareholders and is accountable to the shareholders, the Board seeks to identify the expectations of the shareholders as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board, through the Audit Committee, receives reports from management on an on-going basis as to the material risks associated with the company’s operations and the recommended risk mitigation process that they undertake. The Board has established a Code of Conduct which in summary, requires that at all times Directors and employees act with the integrity, objectivity and in compliance with the letter and spirit of the law and company policies. GLG has established a written policy designed to ensure compliance with ASX listing rule disclosure and accountability as senior executive level for compliance.

Under the guidance of the ASX’s Corporate Governance Principles and Recommendations (4th edition), the Board has established a Nomination and Remuneration Committee and an Audit Committee. The name of members of each committee and their attendance at meetings is contained on page 45 of the Annual Report.

The Nomination and Remuneration Committee has established a policy prohibiting transactions in associated products which limit the economic risk of participating in unvested entitlements under equity-based remuneration scheme.

A copy of the Company’s Code of Conduct, Audit Committee charter and Nomination and Remuneration Committee charter and the terms and conditions of the continuous disclosure and shareholder communication policy is made publically available on the Company’s website.

DIVERSITY

The Company has implemented a Diversity Policy. This policy sets as a target 25% of all Board seats and management positions to be held by women. The Board is also considering other means to encourage diversity. The Company recognises the benefits of a diverse workforce and is committed to providing an environment that encourages diversity. The Board monitors the diversity profile of its workforce. As the Company already has gender diversity as evidenced by the proportion of women reported below, the Board has not set any measurable objectives.

At 30 June 2022, the proportion of women employed by GLG Corp Ltd was:

  • § Board of Directors 50%

  • § Senior Executives 47%

  • § Total Workforce 59%

DEALING IN GLG CORPORATION’S SECURITIES BY DIRECTORS AND EMPLOYEES

Directors, officers and employees of the Company are prohibited from trading in GLG securities during the closed trading period between the completion of a listed company's financial results and 1 trading day following the announcing of these results to the public. The close period is typically regarded as the two-month period preceding the release of a company's half-yearly and preliminary final results. A full outline of the Company’s securities trading policy has been made available on the Company website.

RISK MANAGEMENT POLICY

Risk is an inherent part of GLG Corp’s business, which operates in a highly competitive market sector. GLG Corp is committed to the management of risk as an integral part of its business, focusing on strategies to minimise risk which are regarded as threats to its achievement of objectives and goals.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

The objectives of this policy are to:

  • § outline the company’s approach to risk management;

  • § improve decision-making, accountability and outcomes through the effective use of risk management;

  • § integrate risk management into daily operations of the company and its outsourced business partners; and

  • § consider risk appetite in protecting staff and business assets and strategy execution.

GLG Corp is committed to managing risk in order to benefit the company and manage the cost of risk. To meet this commitment, risk is every employee’s business. All employees are required to be responsible and accountable for managing risk in so far as reasonably practicable within their area of responsibility.

Sound risk management principles and practices must become part of the normal management strategy for all business units within GLC Corp including its outsourced business partners.

The management of risk is to be integrated into GLG Corp’s existing planning and operational processes and fully recognised in GLG Corp’s reporting processes.

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GLG CORP LTD
BOARD
SENIOR MANAGEMENT AUDIT NOMINATIONS &
COUNCIL COMMITTEE REMUNERATION COMMITTEE
MANAGEMENT MANAGEMENT
EXCO
TEAMS RISK COMMITTEE
SELF-CERTIFICATION
RISK ASSESSMENT
Corporate Governance
Structure
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CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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GLG Corp Ltd
100%
Ghim Li International (S) Pte Ltd
100% 100% 100% 100% 100% 100%
Ghim Li Global Escala Fashion Ghim Li Global G&G Ghim Li Fashion GG Fashion
Pte Ltd Pte Ltd International International (M) Sdn Bhd (Cambodia)
Limited Pte Ltd Co, Ltd
100%
100%
AES (USA) INC 100% 100%
GG Fashion
Maxim Textile Maxim Textile (Cambodia)
Technology Technology Co, Ltd (Branch)
Pte Ltd Sdn Bhd
Group
Structure
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The following table summarises the roles and responsibilities of each level in discharging their duties on risk management:

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BOARD Provides policy, oversight and review of risk management
AUDIT COMMITTEE Overseas regular review of risk management activities
CHIEF EXECUTIVE OFFICER Drives culture of risk management and accountable for protecting the company from
unacceptable costs or losses associated with its operations
RISK COMMITTEE Develop and implement systems for effectively managing the risks that affect the
achievement of objectives and operational outcomes. Continuously improving risk
management policy, strategy and supporting framework
SENIOR MANAGEMENT Ensure staff in their business or functional units comply with the risk management
policy and foster a culture where risks can be identified and escalated
STAFF, BUSINESS PARTNERS Comply with risk management policies and procedures
AND CONTRACTORS
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CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

The following are the specific risk categories included in the risk register and reporting:

  • § Customer risks (including their financial conditions, solvency, credit worthiness);

  • § Competitor risks;

  • § Investment risks;

  • § Operational risks;

  • § Outsourced partner and contract manufacturing risks;

  • § Legal, regulatory and compliance risks (including product liability, legal compliance guideline set by customers);

  • § Resources risks (including HR, IT, etc.);

  • § Finance risks (including liquidity, trade credit financing, foreign exchange, etc.);

  • § Reputation risks; and

  • § External factor risks

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1
2 3
Commercial
Risks
Operational Strategic
Risks Risks
OUR MANAGEMENT RISK
ASSESSMENT IS AN ENABLING
RISK COMPONENTS
TOOL THAT HIGHLIGHTS KEY
AT A HIGH-LEVEL
RISKS. AND CATEGORIZE SUCH
KEY RISKS INTO THE ABOVE Management Risk
COMPONENTS. Committee
Risk Management
Reporting
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OPERATIONAL RISKS

  • Operations

  • Outsourced Partner & Manufacturing

  • Legal, Regulatory & Compliance

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COMMERCIAL RISKS
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  • Customer Business

  • Competitors

  • Reputation

STRATEGIC RISKS

Investment

  • External Factors (e.g. Hazards)

  • Resources (e.g. Human Resources, Information systems, Corporate resources, Property or Assets, etc.)

  • Finance

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

We implement a 5-step process in risk management as follows:

PRIORITIZATION TO MONITORING & TOP 10 REPORTING Analysing and Prioritizing Monitoring (routine checks by selected risks management) and Reporting; 1 3 2 4 KEY RISKS EVALUATION AND CONTROL, COMMUNICATE IDENTIFICATION TREATMENT AND CAPTURE Review the Risk context and Evaluation and Treatment of Controlling, Communication and Identification of Specific Key Risks risks (identify RMA) Knowledge-Capturing

The Management Risk Committee is responsible for reviewing this policy document in conjunction with senior management and staff every year. The outcome of this review process is submitted to the Board for approval. The Management Risk Committee indicates, in its opinion and based on its activities, any significant residual business risks which remain at an unacceptably high level.

Full disclosure of the Company’s policies in relation to risk oversight and management of material business risk are made publicly available on the Company website.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

AUDIT COMMITTEE

The Audit Committee reviewed the statement of financial position of the consolidated financial statements of GLG for the financial year ended 30 June 2022, as well as the Independent Auditor’s Report thereon before submitting them to the Board for its approval. The Audit Committee discussed with Management the accounting principles that were applied and also considered the appropriateness of the critical accounting estimates and judgments made in preparing the financial statements.

The following significant matters impacting the financial statements were discussed with Management and the external auditor and were reviewed by the Audit Committee:

Key Audit Matters How the Audit Committee reviewed these matters and what decisions were made
Due to the material The Audit Committee (“AC”) assessed and confrmed the following:
balance and potential a) Normal trade receivables in GLG Corp Ltd have been reviewed for recoverability
for overstatement, with respect to ageing, trends and current industry practice. It was noted that the
recoverability of ageing of the receivables did not show any customer having old-aged receivables
receivables is assessed and that the balances by key customers within the receivables are in line with
as a risk. current trends in business with no recoverability issues; and
The valuation of the GLIT* Receivable continues to be an area of focus due to
the commercial nature of GLG’s business. The AC had reviewed management’s
extensive assessment of the GLIT receivable to support its recoverability. With
the accessibility of trust receipts available for ofset and the amount of available
collaterals in place, the receivable is evaluated to be recoverable at the reporting
date.
  • *Please refer to the Notes to the Financial Statements Note 11 for the details of GLIT.

OTHER INFORMATION

The Company’s corporate governance practices and policies in relation to the matters reserved to the board, matters delegated to senior executives and a copy of the board charter are publicly available at the Company’s registered office. The policies have also been posted on the Company’s website.

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

CORPORATE GOVERNANCE STATEMENT

The Directors and management of GLG Corp Ltd ( GLG or the Company) are committed to conducting the business of GLG and its controlled entities (the Group ) in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ( Recommendations ) to the extent appropriate to the size and nature of the Group’s operations.

The Company has prepared this statement which sets out its corporate governance practices that were in operation throughout the financial year ended 30 June 2022. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 1 September 2022 and has been approved by the Board of GLG.

The Company’s corporate governance policies and charters and policies are all available under the Investor Info section of the Company’s website (https://www.ghimli.com/investor-relations/companys-charter/) (the Website ).

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Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly
review their performance.
Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly
review their performance.
Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly
review their performance.
Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly
review their performance.
1.1 A listed entity should have and
disclose a board charter setting out:
(a)
the respective roles and
responsibilities of its board
and management; and
(b)
those matters expressly
reserved to the board
and those delegated to
management.
Complying The Board has adopted a charter which establishes
the role of the Board and its relationship with
management. The primary role of the Board is
the protection and enhancement of long-term
shareholder value. Its responsibility is the overall
strategic directionof GLG.
The functions and responsibilities of the Board
and managementare consistent with ASX
Principle 1. A copy of the Board Charter isposted
on the Website.
As the Board acts on behalf of the shareholders
and is accountable to the shareholders, the
Board seeks to identify the expectations ofthe
shareholders as well as other regulatory and
ethical expectations and obligations. In addition,
the Board is responsible for identifying areas
of signifcant business risk and ensuring
arrangements are in place to adequately
manage those risks.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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ASX Recommendation ASX Recommendation Status Reference / Comment
1.2 A listed entity should:
(a)
undertake appropriate checks
before appointing a person,
or putting forward to security
holders a candidate for
election, as a director; and
(b)
provide security holders with
all material information in
its possession relevant to a
decision on whether or not to
elect or re-elect a director.
Complying The Board has a formal Nomination &
Remuneration Committee. The Nomination
& Remuneration Committee’s functions and
powers are formalised in a Charter and is posted
on the Website. It is the role of the Nomination
& Remuneration Committee to identify suitable
candidates
to
complement
the
existing
Board, to undertake appropriate checks on
the candidate; to seek confrmation from the
candidate that he/she will have sufcient time
to fulfl his or her responsibilities as a director;
and subject to the results of such checks and
confrmations, to make recommendations to
the Board on their appointment.
The
Company
provides
information
to
shareholders about Directors seeking re-
election at the annual general meeting to
enable them to make an informed decision on
whether or not to re-elect the Director, including
their relevant qualifcations and experience and
the skills they bring to the Board; details of any
other listed directorships held by the Director in
the preceding 3years; the term of ofce already
served by the Director; whetherthe Director
i s considered to be independent; and
recommendation by the Board in respect of the
re-election of the Director.
1.3 A listed entity should have a
written agreement with each
director and senior executive
setting out the terms of their
appointment.
Complying Each Director is given a letter upon appointment
which outlines the Director’s duties, obligations,
remuneration, expected time commitments
and notifcation of the Company’s policies.
Similarly, senior executives including the CEO
and CFO, havea formal job description and
services agreement describing theirterm of
ofce, duties, rights and responsibilities, and
entitlements on termination.
The company will disclose the material terms
of any employment, service or consultancy
agreement it enters into with its CEO (or
equivalent).
1.4 The company secretary of a listed
entity should be accountable
directly to the board, through the
chair, on all matters to do with the
proper functioning of the board.
Complying The
Company
Secretary
is
responsible
for co-ordination of all Board business,
including agendas, board papers, minutes,
communication with regulatory bodies, ASX
and all statutory and other flings. The Company
Secretary is accountable to the Board, and
all Directors have access to the Company
Secretary. The decision to appoint or remove
the Company Secretary is to be made and/or
approved bythe Board.

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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ASX Recommendation ASX Recommendation Status Reference / Comment
1.5 A listed entity should:
(a)
have and disclose a diversity
policy;
(b)
through its board or
committee of the board set
measurable objectives for
achieving gender diversity
in the composition of its
board, senior executive and
workforce generally; and
(c)
disclose in relation to each
reporting period:
1.
the measurable
objectives set for that
period to achieve gender
diversity;
2.
the entity’s progress
towards achieving those
objectives; and
3.
either:
A.
the respective proportions
of men and women on the
board, in senior executive
positions and across the
whole organisation (including
how the entity has defned
“senior executive” for these
purposes); or
B.
if the entity is a “relevant
employer” under the
Workplace Gender Equality
Act, the entity’s most recent
“Gender Equality Indicators”,
as defned in and published
under that Act.
Complying The Company is committed to the principles
of employing people with a broad range of
experiences, skills and views. All executives,
managers and employees are responsible for
promoting workforce diversity.
The Company has adopted a Diversity Policy
which can be viewed on the Website. This
policy sets as a target 25% of all Board seats and
management positions to be held by women.
The Board is also considering other means to
encourage diversity. The Company recognises
the benefts of a diverse workforce and is
committed to providing an environment that
encourages diversity. The Board monitors the
diversity profle of its workforce. As the Company
already has gender diversity as evidenced by
the proportion of women reported below, the
Board has not set any measurable objectives.
There are currently 2 female Executive Directors
and 2 maleNon-Executive Directors on the Board.
The
Company
discloses
the
respective
proportions of men and women in senior
executive positions and across the whole
organisation within its Annual Report.
The Company is not considered a “Relevant
Employer” under the Company’s Workplace
Gender Equality Act (WGEA) and therefore has
not lodged a WGEA Report for the 2021/2022
period.
1.6 A listed entity should:
(a)
have and disclose a process
for periodically evaluating the
performance of the board, its
committees and individual
directors; and
(b)
disclose, in relation to each
reporting period, whether a
performance evaluation was
undertaken in the reporting
period in accordance with
that process during or in
respect of that period.
Complying The Directors undertake an annual process to
review the performance and efectiveness of
the Board, the Board Committees and individual
directors. The CEO leads a discussion and
provides feedback to the individual Directors as
necessary.
This process was completed during the
reporting period.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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ASX Recommendation ASX Recommendation Status Reference / Comment
1.7 A listed entity should:
(a)
have and disclose a process
for periodically evaluating
the performance of its senior
executives at least once every
reporting period; and
(b)
disclose for each reporting
period whether a
performance evaluation was
undertaken in the reporting
period in accordance with
that process during or in
respect of that period.
Complying The Company’s CEO evaluates the performance of
GLG’s seniorexecutives annually. The Nomination
& Remuneration Committeereviews the CEO’s
performance annually. The Committee also
reviews and approves senior management
bonuses.
An evaluation was completed during the reporting
period.

Principle 2 – Structure the Board to be effective and add value

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

2.1 The board of a listed entity should:
(a)
have a nomination committee
which:
(1) has at least three
members, a majority of
whom are independent
directors; and
(2) is chaired by an
independent director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee; and
(5) as at the end of each
reporting period,
the number of times
the committee met
throughout the period
and the individual
attendances of the
members at those
meetings; or
(b)
if it does not have a
nomination committee,
disclose that fact and the
processes it employs to
address board succession
issues and to ensure that the
board has the appropriate
balance of skills, knowledge,
experience, independence
and diversity to enable it
to discharge its duties and
responsibilities efectively.
Complying The Board has a formal Nomination &
Remuneration
Committee
comprising
two
independent directors (Grant Hummel and Peter
Tan) and Madam Estina Ang (the Executive Chair).
The Chairof the Nomination & Remuneration
Committee is Grant Hummel.
The Nomination & Remuneration Committee’s
powers are formalised in a Charter and is posted
on the Website. The number of times that the
Nomination & Remuneration Committee met
throughout the fnancial year and the individual
attendances of themembers at those meetings are
disclosed in the Company’s AnnualReport.

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

CORPORATE GOVERNANCE STATEMENT

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ASX Recommendation ASX Recommendation Status Reference / Comment
2.2 A listed entity should have and
disclose a board skills matrix
setting out the mix of skills and
diversity that the board currently
has or is looking to achieve in its
membership.
Complying The Board aims to be comprised of Directors
which have, at all times, the appropriate mix of
skills, experience, expertise and diversity relevant
to the Company’s businesses and the Board’s
responsibilities.
The Board regularly evaluates the mix of skills,
experience and diversity at the Board level, and
has developed and adopted a Board skills matrix
which has been tailored to the circumstances and
requirements of GLG. It is intended that the skills
matrix will be reviewed at least annually by the
Board to ensure that ongoing needs in relation to
supervising the Company and its operations are
being met, and to take into account any changes in
the Company’s circumstances and strategic priorities.
The objectives of the skills matrix adopted by the
Board are to:
§ Identify the skills, knowledge, experience and
capabilities that are considered to be desired
of the Board as a whole, in order for the Board
to fulfl its role and in light of the Company’s
strategic direction;
§ Ascertain
the
current
skills,
knowledge,
experience and capabilities of the Board, and
provide the incumbent Directors with an
opportunity to refect upon and discuss the
current composition of the Board; and
§ Identify any gaps in skills or competencies that
can be addressed in future director appointments.
In respect of the reporting period, the Board assessed
each Director’s skill level against the following key
skills set out in the matrix which the Board considered
to be desired of the Board of GLG:
§Strategic and Commercial Acumen – The ability
to defne strategic objectives, constructively
question business plans and implement strategy
using commercial judgement.
§Financial Acumen – Financial knowledge,
accounting or related fnancial management
qualifcations and experience.
§Risk & Compliance – An understanding of
compliance matters and risk management,
including environmental, technological and
governance risk.
§Executive Leadership – Experience in senior
leadership roles, including on the boards of other
listed companies.
§Diversity – The ability to contribution to inclusion
and diversity.
§International/Global

Senior
leadership
experience across a range of international
businesses and exposure to a range of political,
cultural, regulatory and business environments.
The Board considers that it currently has an
appropriate mix of skills and diversity and provides in
the Company’s Annual Report information about the
skills, experience and expertise of each Director.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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ASX Recommendation ASX Recommendation Status Reference / Comment Reference / Comment
2.3 A listed entity should disclose:
(a)
the names of the directors
considered by the board to be
independent directors;
(b)
if a director has an interest,
position, association or
relationship of the type
described in Box 2.3 but the
board is of the opinion that
it does not compromise the
independence of the director,
the nature of the interest,
position, association or
relationship in question and
an explanation of why the
board is of that opinion; and
(c)
the length of service of each
director.
Complying Currently the Board comprises four Directors as
follows:
Peter Tan
Independent Non-Executive
Director
Grant
Hummel
Independent Non-Executive
Director
Estina Ang
Executive Chairman
Felicia Gan
Chief Executive Ofcer
The Board has considered the circumstances
of each Director and determined that all
Non-Executive Directors are independent as
described in item 2.3 of the Recommendations.
The Corporations Act 2001, the Company’s
Constitution and theBoard meeting process
requires Directors to advise the Board of any
interest that they have that has the potential to
confict with the interests of GLG, including any
development that may impact their perceived
or actual independence. If the Board determines
that a Director’s status as an independent
Directorhas changed, that determination will
be disclosed and explainedin a timely manner
to the market. The length of service of each
Director is set out in the Company’s Annual
Report. Independent Directors formally advise
the Board of their independent (or other) status
eachyear.
2.4 A majority of the board of a listed
entity should be independent
directors.
Non-
Complying
Currently, the Board comprises two independent
Non-ExecutiveDirectors and two Executive
Directors. The Company believes this in an
appropriate mix of skills and experience.
2.5 The chair of the board of a listed
entity should be an independent
director and, in particular, should
not be the same person as the
CEO of the entity.
Non -
Complying
The Company has now separated the role of
Chair and CEO. Felicia Gan has assumed the role
of CEO and Estina Ang remains in the position
of Chair.
Although Estina Ang is not an independent
director, the Board are comfortable that Estina
Angis the best candidate for the Chairposition.
2.6 A listed entity should have a
program for inducting new
directors and provide appropriate
professional development
opportunities for directors to
develop and maintain the skills
and knowledge needed to
perform their role as directors
efectively.
Complying The Company has procedures and policies
in place to assist Directors in fulflling their
responsibilities. Each Director, at any time,
is able to seek reasonable independent
professional advice on any business matter at
the expense of the Company. Directors also
have access to adequate internal resources
to seek any information from any ofcer or
employee of the Company, or to require the
attendance of management at meetings to
enable them as Directors to fulfl their duties.

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Principle 3 – Instil a culture of acting, lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically
and responsibly.
Principle 3 – Instil a culture of acting, lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically
and responsibly.
Principle 3 – Instil a culture of acting, lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically
and responsibly.
Principle 3 – Instil a culture of acting, lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically
and responsibly.
3.1 A listed entity should articulate and
disclose its values.
Complying The Company discloses its Core Values
within its Annual Report.
3.2 A listed entity should:
(a)
have a code of conduct for its
directors, senior executives
and employees; and
(b)
ensure that the board or a
committee of the board is
informed of any material
breaches of that code.
Complying The Board has established a Code of Conduct
which articulates acceptable practices for
directors, senior executives and employees,
to guide their behaviour and to demonstrate
the commitment of the Company to ethical
practices.
The CEO, Felicia Gan is responsible for bringing
breaches of the Codes to the attention of the
Board, and breach reporting is a standing
agenda item at Board meetings.
3.3 A listed entity should:
(a)
Have and disclose a
whistleblower policy; and
(b)
Ensure that the board or a
committee of the board is
informed of any material
incidents reported under that
policy.
Complying The Company has established a Whistleblower
Policy, a copy of which can be found on the
Website. The purpose of the Whistleblower
Policy is to identify wrongdoing that may not
be uncovered unless there is a safe and secure
means for disclosing.
The Board and its management team are
committed to listen to any concern from
any whistleblower who raises the risk to the
company, in terms of values, integrity etc, such
assuspicion of fraud, corruption, criminal acts or
acts of reputationrisk in relation to the staf/
employees/management of the organisation.
On the basis of this commitment, this policy
is intended to serve the purpose of outlining
the procedures for a) reporting and processing
such information; and b) conducting an
investigation into the issues raised by the
whistleblower for fnal resolution including
remedial action.
The CEO, Felicia Gan is responsible updating
the Board on any whistleblower reports and is a
standingagenda item at Board meetings.
3.4 A listed entity should:
(a)
Have and disclose an anti-
bribery and corruption policy;
and
(b)
Ensure that the board or a
committee of the board is
informed of any materials
breaches of that policy.
Complying The Company has established an Anti-Bribery
and Corruption Policy, a copy of which can be
found on the Website.
The CEO, Felicia Gan is responsible for bringing
breaches of the Anti-Bribery and Corruption
Policy to the attention of the Board, and breach
reporting is a standing agenda item at Board
meetings.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1 A listed entity should:
(a)
have an audit committee which:
(1)
has at least three members,
all of whom are non-
executive directors and
a majority of whom are
independent directors; and
(2)
is chaired by an independent
director, who is not the chair
of the board,
(3)
and disclose:
(4)
the charter of the committee;
(5)
the relevant qualifcations
and experience of the
members of the committee;
and
(6)
in relation to each reporting
period, the number of
times the committee met
throughout the period and
the individual attendances
of the members at those
meetings; or
(b)
if it does not have an audit
committee, disclose that fact
and the processes it employs
that independently verify and
safeguard the integrity of its
corporate reporting, including the
processes for the appointment
and removal of the external
auditor and the rotation of the
audit engagement partner.
Non- Complying Currently, the Board comprises two independent Non-
Executive Directors and two Executive Directors. The
Company believes this in an appropriate mix of skills
and experience.
The Board has a formal Audit Committee currently
comprising two independent Directors – Grant
Hummel and Peter Tan and one Executive Director –
Felicia Gan (the Company’s CEO).
The role of the Audit Committee is to advise on
fnancial information prepared for use by the Board or
for inclusion in fnancial statements. The Chair of the
Audit Committee is Peter Tan. The Audit Committee’s
functions and powers are formalised in a Charter and
is posted on the Website. The number of times that
the Audit Committee met throughout the fnancial
year and the individual attendances of the members
at those meetings, and the relevant qualifcations
and experience of the Audit Committee members are
disclosed in the Company’s Annual Report and below
under ‘Directors Meetings’.
4.2 The board of a listed entity should,
before it approves the entity’s fnancial
statements for a fnancial period,
receive from its CEO and CFO a
declaration that, in their opinion, the
fnancial records of the entity have
been properly maintained and that the
fnancial statements comply with the
appropriate accounting standards and
give a true and fair view of the fnancial
position and performance of the entity
and that the opinion has been formed
on the basis of a sound system of risk
management and internal control
which is operating efectively.
Complying The Directors are committed to the preparation of
fnancial statements that present a balanced and clear
assessment of the Company’s fnancial position and
prospects. The Board reviews GLG’s half yearly and
annual fnancial statements. The Board requires that
the CEO and CFO state it writing that GLG’s fnancial
reports present a true and fair view, in all material
respects, of the Company’s fnancial condition and
operational results are in accordance with relevant
accounting standards and that the opinion has
been formed on the basis of a sound system of risk
management and internal control which is operating
efectively.
4.3 A listed entity should disclose its
process to verify the integrity of any
periodic corporate report it releases
to the market that is not audited or
reviewed by an external auditor.
Complying The Company’s full year and half year reporting is
audited and reviewed, as the case may be, by an
external auditor. Annual directors’ reports are verifed
by the Board, which seeks documents and information
from the Management and subject- matter experts
where necessary.

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material efect on the price or value of its securities.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material efect on the price or value of its securities.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material efect on the price or value of its securities.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would
expect to have a material efect on the price or value of its securities.
5.1 A listed entity should have and
disclose a written policy for
complying with its continuous
disclosure obligations under
listing rule 3.1.
Complying The Company has a documented policy which
has establishedprocedures designed to ensure
compliance with the ASX ListingRule continuous
disclosure requirements and to ensure that
accountability at a senior management level for
that compliance. The focus of these procedures
is on continuous disclosure of any information
concerning the Company that areasonable
person would expect to have a material efect
on theprice of the Company’s securities and
improving access to
information for all investors. The CEO and
the Company Secretary are responsible for
interpreting GLG’s policy and where necessary
informing the Board. The purpose of the
procedures for identifying information for
disclosure is to ensure timely and accurate
information
is
provided
equally
to
all
shareholders and marketparticipants.
5.2 A listed entity should ensure that
its board receives copies of all
material market announcements
promptly after the have been
made.
Complying The Board receives copies of all
material market announcements promptly
after they have been made.
5.3 A listed entity that gives a new
and substantive investor or
analyst presentation should
release a copy of the presentation
materials on the ASX Market
Announcements Platform ahead
of thepresentation.
Complying All investor or analyst presentations are released
to the ASX market announcements platform
ahead of the presentation.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Principle 6 – Respect the rights of security holders
A listed entity should provide its securityholders with appropriate information and facilities to allow them to exercise their
rights as security holders efectively.
Principle 6 – Respect the rights of security holders
A listed entity should provide its securityholders with appropriate information and facilities to allow them to exercise their
rights as security holders efectively.
Principle 6 – Respect the rights of security holders
A listed entity should provide its securityholders with appropriate information and facilities to allow them to exercise their
rights as security holders efectively.
Principle 6 – Respect the rights of security holders
A listed entity should provide its securityholders with appropriate information and facilities to allow them to exercise their
rights as security holders efectively.
6.1 A listed entity should provide
information about itself and its
governance to investors via its
website.
Complying The Board informs all shareholders of all major
developments afecting GLG’s state of afairs as
follows:
1.
Placing all relevant announcements made
to the market, on the Website after they
have been released to ASX;
2.
Publishing all corporate governance policies;
and
3.
Placing the full text of notices of meeting
and explanatorymaterial on the Website.
6.2 A listed entity should design and
implement an investor relations
program to facilitate efective
two- way communication with
investors.
Complying The
Company
communicates
with
its
shareholders
and
investors
by
posting
information via the ASX or website, and by
encouraging attendance and participation of
shareholders atgeneral meetings. Management
and/or Directors may meet with shareholders
from time to time upon request and respond to
any enquiries theymaymake.
6.3 A listed entity should disclose the
policies and processes it has in
place to facilitate and encourage
participation at meetings of
security holders.
Complying Shareholders are encouraged to attend the
Annual General Meeting (AGM). The AGM
is an opportunity for shareholders to hear
the Directors provide updates on Company
performance, ask questions of the Board
and vote on the various resolutions afecting
the business. Shareholders are given an
opportunity to ask questions of the Company’s
auditors regarding the conduct of the audit and
preparation and content of the auditor’s report.
6.4 A listed entity should ensure that
all substantive resolutions at a
meeting of security holders are
decided by a poll rather than by a
show of hands.
Complying All resolutions at GLG’s general meetings are
decided by way of a poll.
6.5 A listed entity should give security
holders the option to receive
communications from, and send
communications to, the entity and
its security registry electronically.
Complying Investors are able to communicate with the
Company electronically via the Website.
Investors are also able to communicate with the
Company’s registry electronically by emailing
the registry or via the registry’s website.

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Principle 7 – Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the efectiveness
of that framework
Principle 7 – Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the efectiveness
of that framework
Principle 7 – Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the efectiveness
of that framework
Principle 7 – Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the efectiveness
of that framework
7.1 The board of a listed entity should:
(a)
have a committee or
committees to oversee risk,
each of which:
(1) has at least three
members, a majority of
whom are independent
directors; and
(2) is chaired by an
independent director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee; and
(5) as at the end of each
reporting period,
the number of times
the committee met
throughout the period
and the individual
attendances of the
members at those
meetings; or
(b)
if it does not have a risk
committee or committees
that satisfy (a) above, disclose
that fact and the processes it
employs for overseeing the
entity’s risk management
framework.
Complying The Board is responsible for the management
of risk due to the current size of the Board. GLG
is committed to embedding risk management
practices to support the achievement of
business objectives. The Board is responsible
for
reviewing
and
overseeing
the
risk
management strategy and ensuring GLG has
an appropriate corporate governance structure.
Within that overall strategy, management has
designed and implemented a risk management
and internal control system to manage material
business risks.
GLG has implemented a 5-step process to
manage risk as follows:
1.
Review the risk content and identifcation
of specifc key risks;
2.
Analysing and prioritising selected risks;
3.
Evaluation and treatment of risks;
4.
Monitoring and reporting; and
5.
Controlling, communication and
knowledge-capturing.
GLG risk categories are:
1.
Customer risks (including their fnancial
conditions, solvency, credit worthiness
etc);
2.
Competitor risks;
3.
Investment risks;
4.
Operational risks;
5.
Outsourced partner and contract
manufacturing risks;
6.
Legal, regulatory and compliance risks;
7.
Resource risks (including HR, IT etc);
8.
Finance risks (including liquidity, trade
credit fnancing, forex etc);
9.
Reputation risks; and
10.
External factor risks.
11.
The Management Risk Committee
provides reports for the Board meetings.
The Risk Management Policy is available
on the Website.

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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ASX Recommendation ASX Recommendation Status Reference / Comment
7.2 The board or a committee of the
board should:
(a)
review the entity’s risk
management framework at
least annually to satisfy itself
that it continues to be sound;
and
(b)
disclose, in relation to each
reporting period, whether
such a review has taken place.
Complying The
Company
has
established
a
Risk
Management Policy, a copy of which is available
on the Website.
The Board has delegated responsibilities
to the Management Risk Committee who
then provides reports to the Board. The
Board is responsible for approving policies
on risk assessment and management. The
Audit Committee regularly reviews the risk
management framework and policies of the
Company.
7.3 A listed entity should disclose:
(a)
if it has an internal audit
function, how the function
is structured and what role it
performs; or
(b)
if it does not have an internal
audit function, that fact and
the processes it employs for
evaluating and continually
improving the efectiveness
of its risk management and
internal control processes.
Complying The Company does not have an internal audit
function. Management reviews the Company’s
business units, organisational structure and
accounting controls and processes on a regular
basis and reports to the Audit Committee and
in turn to the Board; the Board is satisfed that
the processes in place to identify the Company’s
material business risks are appropriate and
that these risks are being efectively managed.
GLG’s risk management processes continue to
be monitoredand reported against. A copy of
GLG’s Risk Management Policyis available on the
Website.
7.4 A listed entity should disclose
whether it has any material
exposure to economic,
environmental and social
sustainability risks and, if it does,
how it manages or intends to
manage those risks.
Complying The Company does not have any material
exposure to economic, environmental and
social sustainability risks. The Directors believe
that the Company has adequate systems in
place for the identifcation and management of
these material risks.

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufcient to attract and retain high quality directors and design its executive
remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of
value for security holders and with the entity’s values and risk appetite.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufcient to attract and retain high quality directors and design its executive
remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of
value for security holders and with the entity’s values and risk appetite.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufcient to attract and retain high quality directors and design its executive
remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of
value for security holders and with the entity’s values and risk appetite.
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufcient to attract and retain high quality directors and design its executive
remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of
value for security holders and with the entity’s values and risk appetite.
8.1 The board of a listed entity should:
(a)
have a remuneration
committee which:
(1) has at least three
members, a majority of
whom are independent
directors; and
(2) is chaired by an
independent director,
and disclose:
(3) the charter of the
committee;
(4) the members of the
committee; and
(5) as at the end of each
reporting period,
the number of times
the committee met
throughout the period and
the individual attendances
of the members at those
meetings; or
(b)
if it does not have a
remuneration committee,
disclose that fact and
the processes it employs
for setting the level and
composition of remuneration
for directors and senior
executives and ensuring
that such remuneration
is appropriate and not
excessive.
Complying The Board has a formal Nomination &
Remuneration Committee comprising three
members, two of whom are independent. The
current members are Grant Hummel (Non-
Executive Independent Director), Peter Tan
(Non-Executive Independent Director) and
Estina Ang (Executive Chair). The Chair of the
Nomination & Remuneration Committee is
Grant Hummel.
The role of the Nomination & Remuneration
Committee
is
to
review
and
make
recommendations
to
the
Board
on
remuneration
packages
and
practices
applicable to the Chief Executive Ofcer, Senior
Executives and Directors themselves. This role
also includes responsibility for share option
schemes, incentive performance packages
and retirement andtermination entitlements.
Remuneration levels are competitivelyset to
attract the most qualifed and experienced
Directors
and
Senior
Executives.
The
Nomination & Remuneration Committee’s
may obtain independent advice on the
appropriateness of remuneration packages.
The Nomination & Remuneration Committee’s
functions and powers are formalised in a
Charter and is posted on GLG’s website.
The number of times that the Nomination &
Remuneration Committee met throughout the
fnancial year and the individual attendance of
the members at those meetings are disclosed in
the Company’s Annual Report and below under
Directors’ Meetings.
8.2 A listed entity should separately
disclose its policies and practices
regarding the remuneration of
non- executive directors and the
remuneration of executive directors
and other senior executives.
Complying Details of the Directors and Senior Executives
remuneration are set out in the Remuneration
Report in the Annual Report. The structure
of Non-Executive Directors’ remuneration is
distinct from that of executives and is further
detailed in the Remuneration section of the
Annual Report.
8.3 A listed entity which has an equity-
based remuneration scheme
should:
(a)
have a policy on whether
participants are permitted
to enter into transactions
(whether through the use
of derivatives or otherwise)
which limit the economic
risk of participating in the
scheme; and
(b)
disclose that policy or a
summaryof it.
Complying Currently the Company does not have an
equity based remuneration scheme.

The Directors of GLG Corp Ltd (“GLG” or “the Company”) submit herewith the annual financial report of the consolidated entity for the financial year ended 30 June 2022. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

INFORMATION ABOUT THE DIRECTORS AND SENIOR MANAGEMENT

The names and particulars of the Directors of the Company during and since the end of the financial year are:

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ESTINA ANG SUAN HONG

Founder and Chairman

Founder and Executive Chair of GLG Corp Ltd and parent company, Ghim Li Group Pte Ltd and a member of its Nomination and Remuneration committee. Estina Ang Suan Hong is a lady armed with over 43 years of experience in the textile and apparel industry who leads a 9,000 strong workforce spanning the Southeast Asia region. She grew the business from 6 sewing machines as a sub-contractor to a global supplier of quality apparel to major retailers in the USA and throughout Europe.

Ms Estina Ang graduated from Nanyang University in 1974 with a Bachelor of Arts degree and is a member of the Singapore Institute of Directors, Textile and Fashion Singapore. She obtained The Entrepreneur of the Year Awards in 2001, listed in The 300 List in Singapore Tattler, named “The Emergent 25 Asia’s Latest Star Businesswomen” by Forbes Asia in 2018 and recipient of the Nanyang Alumni Achievement Award recognised for her outstanding contribution to her field in 2021 and also spearheaded the business expansion into Malaysia, Indonesia, Cambodia, USA and Hong Kong.

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FELICIA GAN PEILING, PBM

Chief Executive Officer

Ms Gan joined the Board on 15 September 2015 and is a member of the Audit Committee. She joined the Company in 2006 as a legal officer responsible for the legal compliance office. Ms Gan became the Deputy Chief Executive Officer on 20 February 2019 and became the Chief Executive Officer on 1 Jul 2021. She is currently responsible for the overall management of Accounts & Finance, Textile Mill and Factories’ Operation, Business Development, Sales & Marketing including Outsourced Manufacturing and Product, Development and Design departments. Ms Gan builds, direct and drives the annual strategic sales and marketing plan and implements marketing strategies to identify and develop new customers and business opportunities on a global scale.

Ms Gan graduated with a Bachelor of Laws (Honours) from University of Nottingham in 2003 and was admitted to the Singapore Bar in May 2005. She is an executive council member of the Singapore Fashion Council (SFC) (previously known as Textile and Fashion Federation (Singapore)) and a director of the Textile and Fashion Industry Training Centre Pte Ltd (TaF.tc).

DIRECTOR'S REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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Peter Tan

Independent Director

Peter Tan was appointed as an independent director of the Board effective from 15 October 2019. He is currently the Chair of the Audit Committee and a member of the Nomination and Remuneration Committee.

Mr Tan has more than 30 years’ experience in corporate accounting in Australia, Singapore and Indonesia.

Prior to joining the Group, he served as Group Chief Financial Officer or Financial Controller of various SGX-ST listed companies and unlisted corporations. He was an independent director of SGX-ST listed companies, Emerging Towns & Cities Singapore Ltd (“ETC”) from 24 June 2015 to 26 April 2018 and independent Director of PCI Limited (“PCI”) from 24 February 2017 to 1 June 2018. At ETC, he served as Chair of its Audit Committee and a member of its Nominating and Corporate Governance and Remuneration Committees and at PCI he was a member of the Audit, Remuneration and Nominating Committees.

He obtained his Bachelor of Commerce degree majoring in Accounting and Management from the University of Western Australia (Perth) in 1981. Mr Tan is a Fellow of CPA Australia, a member of the Australian Institute of Management, a Fellow of the Institute of Singapore Chartered Accountants and a member of the Singapore Institute of Directors.

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GRANT HUMMEL

Independent Director

Grant Hummel was appointed to the Board as an independent director on 1 December 2018. Mr. Hummel is a member of the Audit Committee and the Chair of the Nomination and Remuneration Committee of the Board.

Grant has been a partner of a major Australian law firm for over a decade. He has experience with commercial and corporate transactions, with particular expertise in capital raisings, securities law, merger and acquisitions and the ASX Listing Rules. Grant is no stranger to GLG Corp, as he has been involved with the company, being part of the IPO and ASX listing team in 2005.

Grant Hummel holds Bachelor of Science (Honours) and Bachelor of Law (Honours) degrees from the University of Tasmania, Australia. He also has a Graduate Diploma of Applied Finance and Investment from Finsia (now Kaplan).

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

BOARD SKILLS MATRIX

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Strategic and Commercial Acumen
Financial Acumen
Risk & Compliance
Executive Leadership
Diversity
International/Global
0 1 2 3 4 5
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The results of the surveys are illustrated in the diagram above, with skill assessments out of an aggregated Board score of five.

FORMER PARTNERS OF THE AUDIT FIRM

No officer of the Company has been a partner in an audit firm, or a director of an audit company that is an auditor of the Company during the period or was such a partner or director at a time when the audit firm or the audit company undertook an audit of the Company.

DIRECTORS’ SECURITY HOLDINGS

The following table sets out each director’s relevant interest in shares or options in shares or debentures of the Company or a related body corporate as at 30 June 2022.

Directors Fully Paid Ordinary Shares
As at
1 July 2021
Acquisitions
FY22
Disposals
FY22
As at
30 June 2022
Estina Ang Suan Hong
Felicia Gan Peiling
Peter Tan
Grant Hummel
53,338,000
55,560,000










53,338,000
55,560,000

The Directors do not hold any Options or Performance Rights.

REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT

Information about the remuneration of directors and senior management is set out in the remuneration report of this directors’ report, on pages 46 to 52.

SHARE OPTIONS GRANTED TO DIRECTORS AND SENIOR MANAGEMENT

During and since the end of the financial year no share options (2021: nil) were granted to the directors as part of their remuneration.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

COMPANY SECRETARY

Ms Rebecca Weir resigned as Company Secretary on 29 September 2021 and Ms Marika White and Mr Hasaka Martin were appointed. Ms Marika White then resigned on 26 November 2021 and Mr Geoffrey Stirton was appointed. Mr Hasaka Martin and Mr Geoffrey Stirton are employees of Emerson Operations Pty Ltd (the Company’s Corporate Secretarial provider) and are the appointed Company Secretary for a number of Companies, including ASX listed, private unlisted, and smaller private start-up companies.

Geoffrey Stirton

Mr Stirton has over 30 years' experience working with listed and unlisted companies as well as not for profits in both governance and line management roles. He has primarily worked in financial services for a number of ASX 100 companies. He is a Chartered Accountant and Chartered Secretary and a Fellow of both the Australian Institute of Company Directors and the Governance Institute of Australia.

Hasaka Martin

Mr Martin has over 15 years' experience working with listed companies both internally and through corporate service providers and has worked across a number of industries. He is a Chartered Secretary and a Fellow of the Governance Institute of Australia. Mr Martin holds a Graduate Diploma in Applied Corporate Governance and postgraduate qualifications in corporate and securities law.

PRINCIPAL ACTIVITIES

The consolidated entity’s principal activities in the course of the financial year were being a global supplier of knitwear, apparel, garments, accessories like fabric facial masks and supply chain management operations.

REVIEW OF OPERATIONS

The global outbreak of the COVID-19 pandemic has adversely affected the global supply chain and has hit the global textile and apparel industry hard as we continue to deal with global sporadic lockdowns. A few of our factories had compulsorily suspended work and shutdown periodically as and when mandated by local governments and at the same time had to deal with yarn, fabric and trims delays from our suppliers. Simultaneously, container shortages and slow port turnaround times have further disrupted the logistics supply chain causing considerable delays in shipments to our customers.

On the positive side, additional government stimulus packages have positively boosted retail sales demand from our customers increasing sales as a result, as well as work from home trends and growth of our athleisure casual active programs. Hence, this had a positive impact in this financial year. With the continuing strong demand from our customers, GLG has seen growth in our sales compared to last financial year and have acquired new customers. During the course of the year, we have been actively expanding capabilities and capacity through including more outsourced factories into our network to cope with capacity demand and risk management of factory lockdowns. Cost management continue to be our key focus as our freight costs and raw material costs like yarn continue to surge. These unforeseen increases in costs have impacted GLG bottom line for this financial year ended 30 June 2022.

Health and safety of our employees remain our priority as we continue to implement safe distancing, quarantine measures and testing protocols which aim to protect the health and safety of our employees. In addition, we have also implemented staggered working hours in the office to reduce possible congregation of employees at common spaces and to perform their work from home where possible. Our group has a high majority of vaccinated employees, and we continue to encourage our employees to be vaccinated so that our factories can continue to stay open. We will continue to monitor and assess these measures and protocols to ensure that we remain in line with global recommended practices and guidelines.

The discussion above forms part of this Directors Report.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

REVIEW OF OPERATIONS (cont’d)

Comparison of Consolidated Statement of Profit or Loss and Comprehensive Income for the financial year ended 30 June 2022 with that of 30 June 2021.

GLG’s sales increased by US$15.8m or 8.6% from US$183.8m in the previous year to US$199.6m in this financial year. This was mainly due to larger orders from existing and new garment customers due to pent up consumer demand, USA stimulus, sales growth in athleisure and sleepwear during the pandemic. In addition, there was an insurance compensation in previous year which is not a recurring transaction in this financial year.

The gross margin strengthened from 18.0% in the previous year to 20.7% in this financial year was due to improved product mix and growth of higher margin programs.

Selling and distribution costs increased by 103.0% from US$9.1m in the previous year to US$18.4m in this financial year. This was mainly due to duty and freight cost incurred on Land-Duty Paid customers’ orders and global freight rates spiked over the period as a flow on impact from COVID affecting global supply chains.

Administrative expenses slightly decreased by 0.6% from US$11.7m in the previous year to US$11.6m in this financial year. The decrease in costs was achieved through streamlining of manpower.

Finance costs slightly decreased by 7.3% from US$1.8m in the previous year to US$1.7m in this financial year. The decrease was mainly due to lower interest rate and better cash management on invoice financing.

Other expenses decreased by 68.4% from US$9.7m in the previous year to US$3.1m this financial year. The decrease was due primarily to the write off of assets and receivable from an outsourced manufacturer of US$1.4m and US$6.0m, respectively in the prior year and these expenses were partially offset by a commitment fee of US$1.3m paid to outsourced manufacturers this financial year. In addition, there was an impairment of goodwill of US$840K in the prior year and US$1.0m this financial year due to the unexpected fluctuation of revenue and changes in the current economic condition affecting the relevant entity.

As a result of the above factors and also when taking into account the lower effective tax rate in the current year, this resulted in a net profit after tax for GLG of US$5.2m, which represented an increase of US$2.9m when compared to the financial year ended 30 June 2021 of US$2.3m.

Comparison of the Consolidated Statement of Financial Position as at 30 June 2022 with that of 30 June 2021.

Trade and other receivables increased by 22.7% from US$33.9m as at 30 June 2021 to US$41.7m as at 30 June 2022. The increase was primarily due to higher revenue generated in the last 2 months of the financial year as compared to the same period of the previous year.

Inventory increased by 10.2% from US$34.3m as at 30 June 2021 to US$37.8m as at 30 June 2022. This was mainly attributed to an increase in the inventory of raw materials in the factories arising from yarn price increase and the need to purchase yarn and fabric in advance to meet the deliveries of customers’ orders amidst yarn price increases, port congestion and sporadic country lockdowns affecting supply chain.

The right-of-use assets decreased by 13.2% from US$12.7m as at 30 June 2021 to US$11.1m as at 30 June 2022 mainly due to the amortised value of leases recognised as non-current assets in the Group’s statement of financial position as at 30 June 2022.

The intangible assets decreased by 32.3% from US$5.0m as at 30 June 2021 to US$3.4m as at 30 June 2022 mainly due to the goodwill impairment of US$1.0m as a result of projected decrease of revenue and changes in current economic condition affecting the relevant subsidiary.

Current and non-current borrowings decreased by 17.9% from US$54.3m as at 30 June 2021 to US$50m as at 30 June 2022 mainly due to the decrease in trust receipts and bank loans.

DIRECTOR'S REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

REVIEW OF OPERATIONS (cont’d)

Comparison of the Consolidated Statement of Cash Flows for the financial year ended 30 June 2022 with that of 30 June 2021.

The cash flow from operating activities decreased from net cash provided of US$20.1m in respect of the 30 June 2021 to a net cash flow used of $1.1m in respect of the 30 June 2022 financial year. This movement was mainly due to the settlement of outstanding balances to suppliers and advance purchases given to outsourced manufacturing suppliers to meet the higher revenue demands and advance purchases of raw materials for future production given pressures placed on global supply chains from COVID. In addition, the receipts from customers remained consistent to previous year despite of the increase in revenue due to the increase in trade receivable this financial year.

Net cash flows used in investing activities amounted to US$1.3m was mainly due to investment in new machineries in the fabric factory to increase the productivity and order requirements.

Net cash used in financial activities increased by US$4.1m from US$1.9m in previous year to US$6.0m this financial year. The increase was mainly attributed to the net repayments of trust receipts and bank loans amounted to US$4.3m and repayment of lease liability amounted to US$2.1m netted off by the proceeds from borrowings from a related party amounted to US$1.1m during the financial year.

As a result of the above, there was a net decrease of US$8.4m in cash and cash equivalents for financial year ended 30 June 2022, from a net cash surplus of US$22.3m as at 30 June 2021 to a net cash surplus of US$13.9m as at 30 June 2022.

We believe the cash flows from operations of GLG remains sufficient to meet our working capital requirements, capital expenditures, debt servicing and other funding obligations.

CHANGES IN STATE OF AFFAIRS

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

DIVIDENDS

Despite of a better performance in FY2022 compared to previous financial year, the Board has considered a lower dividend amount as the Group foresee tougher trading conditions in FY2023 and the need to preserve working capital requirement.

requirement.
As per security – Unfranked amount Record date Payment date
US Cents per security -
Dividends (Distributions) US Cents
Interim ordinary unfranked
dividend
Proposed Final ordinary 1.50 1.50 29 December 2022 16 January 2023
unfranked Dividend
Total unfranked dividend 1.50 1.50

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

DIVIDENDS (cont’d)

The financial effect of the final ordinary unfranked dividends has not been brought to account in the financial statements for the year ended 30 June 2022 and will be recognised in the subsequent financial period.

Dividend was declared and paid for financial year ended 30 June 2021 per table below.

As per security – Unfranked amount Record date Payment date
US Cents per security -
Dividends (Distributions) US Cents
Interim ordinary unfranked 1.00 1.00 26 March 2021 15 April 2021
dividend
Proposed Final ordinary 1.00 1.00 20 September 2021 18 October 2021
unfranked Dividend (Paid)
Total unfranked dividend 2.00 2.00

SUBSEQUENT EVENTS

There has not been any matter or circumstance occurring after the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of the consolidated entity in the future financial year.

FUTURE DEVELOPMENTS

The consolidated entity is expanding fabric suppliers to include fashion novelty and also to increase the amount of work with outsourced factories. The performance depends on many economic and industry factors. In the opinion of the Directors, it is not possible or appropriate to make a prediction on the future course of markets, performance of the consolidated entities or the forecast of the likely result of the consolidated entities activities.

ENVIRONMENTAL REGULATION

The consolidated entity is not subject to any particular or significant environmental regulation.

SHARES UNDER OPTION OR ISSUED ON EXERCISE OF OPTIONS

There are no shares under option or issues on exercise of options during the year (2021: Nil).

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

INDEMNIFICATION OF OFFICERS AND AUDITORS

During the financial year, the Company paid a premium in respect of a contract insuring the directors of the company (as named above), the company secretary, and all executive officers of the company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

The company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred as such an officer or auditor.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

DIRECTORS’ MEETINGS

The following table sets out the number of directors’ meetings (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or committee member). During the financial year four Board meetings, three Nomination and Remuneration Committee meetings and two Audit Committee meetings were held:

Board of directors Board of directors Nomination & Nomination & Audit committee Audit committee
remuneration committee
Directors Held Attended Held Attended Held Attended
Estina Ang Suan Hong 4 4 3 3
Grant Hummel 4 4 3 3 2 2
Felicia Gan Peiling 4 4 2 2
Peter Tan 4 4 3 3 2 2

NON-AUDIT SERVICES

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 31 of the financial report.

The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the services disclosed in Note 31 to the full financial statements do not compromise the external auditors’ independence, based on advice received from the Audit Committee, for the following reasons:

  • § all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and

  • § none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration is included on page 53 of this report.

ROUNDING OFF OF AMOUNTS

The company is a company of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports) Instrument 2016/191 and in accordance with that Corporations Instrument amounts in the directors’ report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

REMUNERATION REPORT (AUDITED)

This Remuneration report, which forms part of the Directors’ report, sets out information about the remuneration of GLG’s directors and its senior management for the financial year ended 30 June 2022. The prescribed details for each person covered by this report are detailed below under the following headings:

  • § director and senior management details

  • § remuneration policy

  • § relationship between the remuneration policy and company performance

  • § remuneration of directors and senior management.

  • § key terms of employment contracts

DIRECTOR AND SENIOR MANAGEMENT DETAILS

The following persons acted as directors of the Company during or since the end of the financial year:

  • § Estina Ang Suan Hong as Executive Chair

  • § Grant Hummel as Independent Non-Executive Director

  • § Felicia Gan Peiling as Executive Director and Chief Executive Officer

  • § Peter Tan as Independent Non-Executive Director

The term ‘senior management’ is used in this remuneration report to refer to the following persons. Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year:

  • § Susan Yong as Chief Operations Officer

  • § Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (resigned 9 Aug 2021)

  • § Lee Li San as Group Financial Controller

  • § Lee Kwak Keh appointed as Chief Marketing Officer

REMUNERATION POLICY

The remuneration for Key Management Personnel is determined as follows:

  • § For the Executive Chairman, Chief Executive Officer, by the Nominations and Remuneration Committee and by the Board and with a view to attract, retain and develop appropriately skilled people. Remuneration is reviewed on an annual basis having regard to personal and corporate performance and relevant comparative information.

  • § The remuneration of non-executive directors may not exceed in aggregate in any financial period the amount fixed by the Company at the general meeting. The amount has not changed since the Company listed in 2005.

  • § For executives, the Nomination and Remuneration Committee reviews remuneration policies and practices and makes recommendations to the Board regarding their approval. Remuneration is reviewed on an annual basis having regard to personal and corporate performance and relevant comparative information.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

RELATIONSHIP BETWEEN THE REMUNERATION POLICY AND COMPANY PERFORMANCE

The tables below set out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the five years to June 2022:

30 June 2022 30 June 2021 30 June 2020 30 June 2019 30 June 2018
US$’000 US$’000 US$’000 US$’000 US$’000
Revenue from all sources 199,609 183,804 178,047 175,709 180,606
Net proft before tax 6,843 3,890 5,223 1,438 3,806
Net proft after tax 5,184 2,261 3,796 455 2,395
Share price at start of year $0.27 $0.10 $0.09 $0.10 $0.19
Share price at end of year $0.19 $0.27 $0.10 $0.09 $0.10
Total Dividend (unfranked) $0.015 $0.02
Basic earnings per share 7.00 cps 3.05 cps 5.12 cps 0.61 cps 3.23 cps
Diluted earnings per share 7.00 cps 3.05 cps 5.12 cps 0.61 cps 3.23 cps

GLG Corp Ltd employees may be entitled to receive a discretionary bonus, as set and agreed by senior management and/ or the Nomination and Remuneration Committee. These bonuses are accrued prior to year-end based on the expected bonuses to be paid, however the amounts may not be finalized or paid until a future date that is not necessarily within 12 months of the balance sheet date. As a result, there is a difference in timing of the accrual of the bonus and the timing of the payment of the bonus.

Each executive director of the Company has entered into an Executive Service Agreement with Ghim Li Global Pte Ltd, a major subsidiary of GLG. They are not remunerated separately for being a director or executive of the Company or other operating entities. Under their respective terms of engagement, all executives:

  • § commenced their terms as an executive of Ghim Li Global Pte Ltd for a 3-year term, and thereafter their engagement automatically continues from year to year, unless their Executive Service Agreement is terminated;

  • § are covenanted to not compete against GLG’s operations for a period of 12 months after cessation of employment with GLG;

  • § agree that either party may terminate their Executive Service Agreement by giving 3 months written notice. In addition, Ghim Li Global Pte Ltd may without prior notice terminate their Service Agreements under certain conditions, for example, if the executive commits a serious breach of his or her obligations or is guilty of grave misconduct in the discharge of his or her duties or becomes bankrupt.

The service agreements contain otherwise standard terms, including with regard to each executive’s duties, GLG owns any intellectual property created by its executives, confidentiality, entitlements to minor benefits in addition to their remuneration, and devoting substantially the whole of their time and attention during business hours to the discharge of their duties.

Each executive director receives a salary per month. They may also be entitled to an annual bonus determined by the Nomination and Remuneration Committee, in its absolute discretion.

Each of the key managers have entered into a service agreement with Ghim Li Global Pte Ltd, the general terms of which are not materially different to those of the executive directors described above.

Each key manager receives a salary per month, reviewed by the Chief Executive Officer annually with reference to the progress of GLG. Each may also be entitled to an annual bonus determined by the Chief Executive Officer, reviewed by the Nomination and Remuneration Committee, and approved by the Board taking into account overall management performance and the Company’s profit for the year.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

ELEMENTS OF KEY MANAGEMENT PERSONNEL REMUNERATION

Remuneration packages contain the following key elements:

  • (a) Short-term employment benefits – salaries/fees, bonuses; and

  • (b) Post-employment benefits

2022 Post-
Share
employment Other long
based
benefts
term
payments,
Salary &
Salary
Non-
super -
employee
options
fees
supplement
monetary
Other
annuation
benefts
& rights
Total
US$
US$
US$
US$
US$
US$
US$
US$
Short term employment benefts
Directors
Estina Ang Suan Hong1
Peter Tan
Grant Hummel
Felicia Gan Peiling1
Executives
Lee Kwak Keh
Victoria Yong2
Susan Yong
Lee Li San
Total
535,050
88,438


5,815


629,303
42,222






42,222
34,216






34,216
311,744
36,849


12,779


361,372
923,232
125,287


18,594


1,067,113
106,568
16,951


5,468


128,987
17,493
20,451


5,401


43,345
143,712
22,109


7,252


173,073
79,594
14,740


11,526


105,860
347,367
74,251


29,647


451,265
1,270,599
199,538


48,241


1,518,378
  1. Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Executive Chairman; Felicia Gan Peiling is the Chief Executive Officer.

  2. Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (resigned 9 Aug 2021)

DIRECTOR'S REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

ELEMENTS OF KEY MANAGEMENT PERSONNEL REMUNERATION (cont’d)

2021 Post-
Share
employment Other long
based
benefts
term
payments,
Salary &
Non-
super -
employee
options
fees
Bonus
monetary
Other
annuation
benefts
& rights
Total
US$
US$
US$
US$
US$
US$
US$
US$
Short term employment benefts
Directors
Estina Ang Suan Hong1
Peter Tan2
Grant Hummel
Felicia Gan Peiling1
Executives
Lee Kwak Keh
Victoria Yong3
Susan Yong
Total
538,656
96,453


5,676


640,785
36,723






36,723
30,848






30,848
258,199
74,195


12,865


345,259
864,426
170,648


18,541


1,053,615
117,213
18,549


5,809


141,571
166,048
11,129


10,973


188,150
168,719
25,968


6,811


201,498
451,980
55,646


23,593


531,219
1,319,406
226,294


42,134


1,584,834
  1. Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Chief Executive Officer; Felicia Gan Peiling is the Chief Executive Officer (1 Jul 2021).

  2. Peter Tan appointed as Independent Director on 15 October 2019.

  3. Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (appointed 24 February 2020 and resigned 9 August 2021)

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

ELEMENTS OF KEY MANAGEMENT PERSONNEL REMUNERATION (cont’d)

The relative proportions of those elements of remuneration of key management personnel that are linked to performance:

performance:
Directors Remuneration linked
Fixed remuneration
to performance
2022
2021
2022
2021
Estina Ang Suan Hong
Peter Tan
Grant Hummel
Felicia Gan Peiling
Executives
85.9%
84.9%
14.1%
15.1%
100%
100%

100%
100%

89.8%
78.5%
10.2%
21.5%
Lee Kwak Keh
Victoria Yong
Susan Yong
Lee Li San
86.9%
86.9%
13.1%
13.1%
52.8%
94.1%
47.2%
5.9%
87.2%
87.1%
12.8%
12.9%
86.1%

13.9%

Note: Fixed remuneration consists of base pay plus other fixed allowances paid to the individual on a regular basis, whilst Performance-linked remuneration refers to variable bonus paid to the individual, dependent on company financial results and individual’s performance.

SALARY SUPPLEMENT / BONUSES PAYMENT AS COMPENSATION FOR THE CURRENT FINANCIAL YEAR

Madam Estina Ang Suan Hong was granted a salary supplement on 28 January 2022 of US$88,438 (2021: US$96,453) during the financial year ended 30 June 2022. This amount was paid on 28 January 2022 for her stewardship as Founder and Chair for the business, as the company did not pay any variable bonus to her.

Ms Felicia Gan Peiling was granted a salary supplement on 28 January 2022 of US$36,849 (2021: US$74,195) during the financial year ended 30 June 2022. This amount was paid on 28 January 2022 for her contribution as Chief Executive Officer including business development for the business, although the company did not pay any variable bonus to her.

Ms Victoria Yong was granted a salary supplement on 27 August 2021 of US$20,451 (2021: US$11,129) during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for her contribution as Chief Financial Officer & Head of HR and IT for the business, although the company did not pay any variable bonus to her.

Ms Susan Yong was granted a salary supplement on 28 January 2022 of US$22,109 (2021: US$25,968) during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for her contribution as Chief Operations Officer for the business although the company did not pay any variable bonus to her.

Mr Lee Kwak Keh was granted a salary supplement on 28 January 2022 of US$16,951 (2021: US$18,549) during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for his contribution as Chief Merchandising Officer for the business although the company did not pay any variable bonus to him.

Ms Lee Li San was granted a salary supplement on 28 January 2022 of US$14,740 during the financial year ended 30 June 2022. The amount was paid on 28 January 2022 for her contribution as Group Financial Controller, although the company did not pay any variable bonus to her.

LOANS TO KEY MANAGEMENT PERSONNEL

GLG has not provided any loan to key management personnel.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL IN GLG

There have been no other transactions between GLG and key management personnel.

KEY MANAGEMENT PERSONNEL EQUITY HOLDINGS

Fully paid ordinary shares of GLG Corp Ltd

Balance at
Balance
Granted as
Net other
resignation
Balance
at 1 July
compensation
change
date
at 30 June
No.
No.
No.
No.
No.
2022
Estina Ang Suan Hong (indirect
holding through Ghim Li Group
Felicia Gan Peiling (including
indirect holding through
Ghim Li Group)
2021
Estina Ang Suan Hong (indirect
holding through Ghim Li Group
Felicia Gan Peiling (including
indirect holding through
Ghim Li Group)
53,338,000



53,338,000
55,560,000



55,560,000
50,116,000

3,222,000

53,338,000
52,338,000

3,222,000

55,560,000

KEY TERMS OF EMPLOYMENT CONTRACT

A summary of the key term of employment are set out below for the financial year ended 30 June 2022:

Position Key term of service agreements

  • Chair § Base salary: US$535,050 (SG$726,000) excluding superannuation. The contract for remuneration is in Singapore Dollars.

  • § Term: no fixed term

  • § Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.

  • § Bonus entitlements: Determined annually by the Nomination and Remuneration Committee.

  • § Termination notice period: 6 months’ notice or without notice in the event of serious misconduct.

  • § Termination payment: in lieu of notice

  • § Restraint and confidentiality provisions.

DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

KEY TERMS OF EMPLOYMENT CONTRACT (cont’d)

Chief Executive Officer

  • § Base salary: US$311,744 (SG$423,000) excluding superannuation. The contract for remuneration is in Singapore Dollars.

  • § Term: no fixed term

  • § Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.

  • § Bonus entitlements: Determined annually by the Nomination and Remuneration Committee.

  • § Termination notice period: 3 months’ notice or without notice in the event of serious misconduct.

  • § Termination payment: in lieu of notice

  • § Restraint and confidentiality provisions.

Senior Management

  • § Base salary: refer to remuneration of directors and senior management for individual’s salary

  • § Term: no fixed term

  • § Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.

  • § Bonus entitlements: Determined annually by the Nomination and Remuneration Committee.

  • § Termination notice period: one month’s notice or without notice in the event of serious misconduct.

  • § Termination payment: in lieu of notice

  • § Restraint and confidentiality provisions.

This concludes the Remuneration Report, which has been audited.

The Directors’ report is signed in accordance with a resolution of the Directors made pursuant to s.298 (2) of the Corporations Act 2001.

On the behalf of the Director

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Felicia Gan, PBM CEO

Singapore, 23rd September 2022

AUDITORS INDEPENDENCE DECLARATION TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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INDEPENDENT AUDITORS’ REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

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46 52

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Declaration
Directors’
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
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The Directors declare that:

  • (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

  • (b) in the Directors’ opinion, the attached financial statements are in compliance with Australian Accounting Standards and International Financial Reporting Standards, as stated in Note 2 to the financial statements;

  • (c) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with Australian Accounting Standards and giving a true and fair view of the financial position of the consolidated entity as at 30 June 2022 and of its performance for the financial year ended on that date; and

  • (e) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to s.295(5)(a) of the Corporations Act 2001.

On the behalf of the Director

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Felicia Gan, PBM

CEO

Singapore, 23rd September 2022

Note Consolidated
2022
2021
US$’000
US$’000
Revenue
5
Cost of sales
Gross proft
Other income
5
Distribution expenses
Administration expenses
6
Finance costs
7
Other expenses
8
Proft before income tax expense
Income tax expense
10(a)
Proft for the year
Other comprehensive income:
Items that will not be reclassifed subsequently to proft or loss:
Revaluation (defcit)/ surplus, on land and building, net of tax
26
Other comprehensive income, net of tax
Total comprehensive income for the year
Earnings per share:
From continuing operations:
Basic (Cents per share)
21
Diluted (Cents per share)
21
199,609
183,804
(158,322)
(150,712)
41,287
33,092
389
3,151
(18,437)
(9,083)
(11,640)
(11,715)
(1,680)
(1,813)
(3,076)
(9,742)
6,843
3,890
(1,659)
(1,629)
5,184
2,261
(798)
267
(798)
267
4,386
2,528
7.00
3.05
7.00
3.05

Notes to the Financial Statements are included on pages 62 to 102

Statement
Consolidated
of Financial Position
AS AT 30 JUNE 2022
Statement
Consolidated
of Financial Position
AS AT 30 JUNE 2022
Note Consolidated
2022
2021
US$’000
US$’000
Current assets
Cash and cash equivalents
25(a)
Trade and other receivables
11
Inventory
13
Other assets
16
Total current assets
Non-current assets
Other fnancial assets
12
Trade and other receivables
11
Intangible assets
15
Right-of-use assets
27
Property, plant and equipment
14
Total non-current assets
Total assets
Current liabilities
Trade and other payables
17
Borrowings
18
Lease liability
27
Current tax liabilities
10(b)
Total current liabilities
Non-current liabilities
Borrowings
18
Lease liability
27
Deferred tax liabilities
10(c)
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
19
Revaluation reserves
26
Merger reserves
26
Retained earnings
20
Total equity
13,893
22,280
39,677
33,966
37,825
34,338
959
1,671
92,354
92,255
8,871
8,871
2,000

3,361
4,963
11,062
12,746
29,396
32,296
54,690
58,876
147,044
151,131
22,642
24,070
46,520
49,621
2,128
1,981
481
635
71,771
76,307
3,465
4,646
10,001
11,683
2,756
3,089
16,222
19,418
87,993
95,725
59,051
55,406
10,322
10,322
2,947
3,745
(14,812)
(14,812)
60,594
56,151
59,051
55,406

Notes to the Financial Statements are included on pages 62 to 102

Asset
Issued
Revaluation
Merger
Retained
Capital
Reserve
Reserve
Earnings
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Consolidated
Balance at 1 July 2020
Dividend declared
Proft for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at 30 June 2021
Balance at 1 July 2021
Dividend declared
Proft for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at 30 June 2022
10,322
3,478
(14,812)
54,631
53,619



(741)
(741)



2,261
2,261

267


267

267

2,261
2,528
10,322
3,745
(14,812)
56,151
55,406
10,322
3,745
(14,812)
56,151
55,406



(741)
(741)



5,184
5,184

(798)


(798)

(798)

5,184
4,386
10,322
2,947
(14,812)
60,594
59,051

Notes to the Financial Statements are included on pages 62 to 102

Note Consolidated
2022
2021
US$’000
US$’000
Cash fows from operating activities
Receipts from customers
Receipts from insurance compensation
Payments to suppliers and employees
Net proceeds from/ (payments to) outsourced manufacturing suppliers
Interest income
Interest and other costs of fnance paid
Interest paid on lease liabilities
Income tax paid
Net cash (used in)/ provided by operating activities
25(c)
Cash fows from investing activities
Purchase of property, plant and equipment
Disposal of property, plant and equipment
Net cash used in investing activities
Cash fows from fnancing activities
(Repayment of)/ net proceeds from borrowings
Repayments of lease liability
Net proceeds from/ (repayments) to Ghim Li Group
Dividend paid
Net cash used in fnancing activities
25(d)
Net (decreased)/ increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the fnancial year
Cash and cash equivalents at the end of the fnancial year
25(a)
191,429
191,737

2,517
(190,040)
(167,195)
837
(3,395)
12
20
(740)
(885)
(558)
(624)
(1,998)
(2,106)
(1,058)
20,069
(1,325)
(3,492)
19
21
(1,306)
(3,471)
(4,283)
8,889
(2,135)
(1,908)
1,129
(8,177)
(734)
(736)
(6,023)
(1,932)
(8,387)
14,666
22,280
7,614
13,893
22,280

Notes to the Financial Statements are included on pages 62 to 102

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FY2022
Annual Report
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Notes to the
Financial Report
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
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1. GENERAL INFORMATION

GLG Corp Ltd (the Company) is a public company listed on the Australian Securities Exchange (ASX: GLE), incorporated in Australia and operating in Asia.

GLG Corp Ltd’s registered office and principal place of business are as follows:

Registered office Principal place of business ‘Australia Square’ Suite 4201, 21 Jalan Mesin, Level 42, 264-278 George Street, Singapore 368819 Sydney, NSW, 2000 Australia

The consolidated entity’s principal activities in the course of the financial year were being a global supplier of knitwear, apparel, garments, accessories like fabric facial masks and supply chain management operations.

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and complies with other requirements of the law. The financial report comprises the consolidated financial statements of GLG for the purposes of preparing the consolidated financial statement, the company is a for-profit entity.

Accounting Standards include Australian Accounting Standards. Compliance with the Australian Accounting Standards ensures that the financial statements and notes of GLG comply with International Financial Reporting Standards (‘IFRS’).

The financial statements were authorised for issue by the Directors on 23rd September 2022.

Basis of preparation

The consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in United States dollars, unless otherwise noted.

The consolidated entity satisfies the requirements of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 issued by the Australian Securities and Investments Commission in relation to rounding of amounts in the directors' report and the financial statements to the nearest thousand dollars. Amounts have been rounded off in the financial statements in accordance with that Legislative Instrument.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

Fair value hierarchy

The following details the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

Assets and liabilities measured at fair value include:

  • Freehold and leasehold land and buildings - Level 3 – refer to Note 14 for further details

  • Contingent consideration - Level 3

There were no transfers between levels during the period.

Adoption of new and revised Accounting Standards

In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period.

Standards and Interpretations adopted

Any new, revised, or amending accounting standards or interpretations that are not yet mandatory have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2022. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(a) Basis of consolidation

The consolidated financial statements include the information and results of each subsidiary from the date on which the GLG obtains control and until such time as the Group ceases to control such entity. Control is achieved when the company:

  • has power over the investee;

  • is exposed, or has the rights, to variable returns from its involvement with the investee; and

  • has the ability to use its power to affect its returns.

Total comprehensive income of subsidiaries is attributed to the owners of the Company.

In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the consolidated entity are eliminated in full.

A list of subsidiaries appears in Note 24 to the financial statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.

  • (b) Foreign currency

The individual financial statements of each GLG entity are presented in its functional currency being the currency of the primary economic environment in which the entity operates. For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in United States dollars, which is the functional currency of GLG Corp Ltd and the presentation currency for the consolidated financial statements. All subsidiaries of GLG Corp Ltd have functional currency of United States dollars.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of each reporting period.

Exchange differences are recognised in profit or loss in the period in which they arise except that:

  • (i) exchange differences which relate to assets under construction for future productive use, which are included in the cost of those assets where they are regarded as an adjustment to interest costs on foreign currency borrowings;

  • (ii) exchange differences on transactions entered into in order to hedge certain foreign currency risks, there are no hedging activities undertaken in the current year; and

  • (iii) exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned or likely to occur, which form part of the net investment in a foreign operation, and which are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of the net investment.

  • (c) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

  • (i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

  • (ii) for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(d) Financial assets

Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, financial assets at ‘amortised cost’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Cash and cash equivalents, trade receivables, other assets and other financial assets are measured at amortised cost using the effective interest method less impairment.

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (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 financial asset, or, where appropriate, a shorter period.

Interest income is recognised on an effective interest rate basis for debt instruments other than those financial assets ‘at fair value through profit or loss’.

The Group recognises an impairment gain or loss in profit or loss for the amount that the expected credit loss is updated to reflect these changes in credit risk. The carrying amount of financial assets including uncollectible trade receivables is reduced by the impairment loss through the use of an allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account.

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If GLG neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, GLG recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If GLG retains substantially all the risks and rewards of ownership of a transferred financial asset, GLG continues to recognise the financial assets and also recognises collateralised borrowings for the proceeds received.

  • (e) Impairment of tangible and intangible assets

At the end of each reporting period, GLG reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an 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). When it is not possible to estimate the recoverable amount of an individual asset, GLG estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest GLG of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

(f) Employee benefits

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of short term employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of long term employee benefits are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to reporting date.

Defned contribution plans

Contributions to defined contribution superannuation plans are expensed when employees have rendered service entitling them to the contributions.

(g) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, and it is probable that the Company will be required to settle that 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 reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits 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.

  • (h) Financial instruments issued by the Company

Trade and other payables and borrowings are initially measured at fair value, net of transaction costs.

Trade and other payables and borrowings are subsequently measured at amortised cost using the effective interest method.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of GLG’s accounting policies, which are described in Note 2 and the respective notes in the financial report, management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. One such other factor considered in management’s estimates and associated assumptions for the current year includes the Covid-19 pandemic. Due to the degree of uncertainty of the pandemic, the limited recent exposure of the economic and financial impacts, management have found it necessary to incorporate this ongoing event into the key judgements and estimates made in the preparation of the financial statements in order to reflect the resulting increased estimation uncertainty. Actual results may differ from these estimates.

Impairment of receivables and impairment of goodwill are two key areas of estimates and judgements. Refer to Notes 11 and 15 for further details. The estimates and judgements involved in the revaluation of property plant and equipment and also in determining the lease terms and incremental borrowing rates are also key areas of estimates and judgements. Refer to Notes 14 and 27 for further details. In addition, estimates and judgement in provision for impairment of inventories is discussed in Note 13.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

4. SEGMENT INFORMATION

Identification of reportable operating segments

The consolidated entity is organised into two operating segments: fabric and garments. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments.

The directors’ review EBIT (earnings before interest and tax). The accounting policies adopted for internal reporting to the directors are consistent with those adopted in the financial statements.

Revenues of US$34.4m (2021: US$54.5m), US$36.4m (2021: US$26.9m) and US$43.9m (2021: US$32.2m) derived from three single customers of the Group. Each of these separate revenues amount to more than 10% of the Company’s revenues from external customers.

Types of products and services

The principal products and services of each of these operating segments are as follows:

Fabric the manufacture and wholesaling of fabric Garments the manufacturing and wholesaling of garments and fabric mask

Intersegment transactions

Intersegment transactions were made at market rates. The garment retailing operating segment purchases fabric from the fabric manufacturing operating segment. Intersegment transactions are eliminated on consolidation.

Operating segment information

Operating segment information
Consolidated – 30 June 2022 Intersegment
Fabric
Garment
eliminations
US$’000
US$’000
US$’000
Total
US$’000
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest received
Depreciation
Amortisation
Impairment on goodwill
Unrealised proft
EBIT
Finance costs
Proft before income tax expense
Income tax expense
Proft after income tax expense
311
199,298

66,510

(66,510)
199,609
66,821
199,298
(66,510)
199,609
9
3
12
(2,262)
(947)
(3,209)
(199)
(2,908)
220
(2,887)

(1,000)
(1,000)
(136)
(605)
(741)
2,670
5,853
8,523
(1,680)
6,843
(1,659)
5,184

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

4. SEGMENT INFORMATION (cont’d)

Consolidated – 30 June 2022 Fabric
US$'000
Intersegment
Garment
Corporates
eliminations
US$'000
US$'000
US$’000
Total
US$’000
Assets
Liabilities
Consolidated – 30 June 2021
45,480 155,905
107,104
(161,445)
147,044
(22,929) (99,765)
(17,672)
52,373
(87,993)
Intersegment
Fabric
Garment
eliminations
US$’000
US$’000
US$’000
Total
US$’000
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest received
Depreciation
Amortisation
Stock written back
Impairment on goodwill
Impairment loss on receivables
Loss on written of property, plant and equipment
EBIT
Finance costs
Proft before income tax expense
Income tax expense
Proft after income tax expense
Fabric
Consolidated – 30 June 2021
US$'000
611
183,193

69,762

(69,762)
183,804
70,373
183,193
(69,762)
183,804
1
19
20
(2,151)
(1,040)
(3,191)
(231)
(2,500)
(2,731)

2,662
2,662

(841)
(841)
43
(7,173)
1,004
(6,126)

(1,459)
(1,459)
1,883
3,820

Intersegment
Garment
Corporates
eliminations
US$'000
US$'000
US$’000
5,703
(1,813)
3,890
(1,629)
2,261
Total
US$’000
Assets
Liabilities
42,351 168,212
99,641
(159,073)
151,131
(21,037) (107,618)
(17,074)
50,004
(95,725)

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

4. SEGMENT INFORMATION (cont’d)

Revenue attributable to external customers is disclosed below, based on the location of the external customer:

Fabric
2022
2021
US$’000
US$’000
India
Korea
Malaysia
Singapore
201
430

11
110
134

36
311
611
Garment
2022
2021
US$’000
US$’000
Canada
Europe
Japan
Singapore
USA
Cambodia
Malaysia
Others
35,026
29,129
1,897
1,022
144
55
98
21,162
160,897
131,051
476
96
583
81
177
597
199,298
183,193

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

5. REVENUE

Revenue recognition

The consolidated entity recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

Sale of goods

Revenue from the sale of goods is recognised when the goods are delivered to buyers’ forwarders which is taken to be the point in time when the buyers have control of the goods and the cessation of all involvement in those goods.

Interest income

Interest income is recognised on a time proportionate basis that takes into account by applying the effective interest rate.

interest rate.
Consolidated
2022
2021
US$’000
US$’000
Revenue from the sale of goods
Other income
Sample income
Interest income
Insurance compensation
Recovery of bad debts receivable
Government grant
Other
Total other income*
199,609
183,804
50
25
12
20

2,517
96
74
57
321
174
194
389
3,151
199,998
186,955

Disaggregation of revenue

Revenue is disaggregated by the country in which the customer is located as this depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See further detail on revenue by location of external customer within Note 4.

  • Revenue from the sale of goods were recognised at the point in time.

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

6. ADMINISTRATION EXPENSES

Consolidated
2022
2021
US$’000
US$’000
Employee compensation
Leased rental and equipment expenses
Management fees
Insurance
Couriers
Other administration expenses
7,496
7,298
153
36
450
628
265
215
362
427
2,914
3,111
11,640
11,715

7. FINANCE COSTS

Consolidated
2022
2021
US$’000
US$’000
Interest on loans
Interest on lease
Interest on obligations under fnance leases
Bank charges
Total interest and bank charges
Line of credit charges
193
389
558
624
4
6
250
169
1,005
1,188
675
625
1,680
1,813

8. OTHER EXPENSES

Consolidated
2022
2021
US$’000
US$’000
Commitment fee(i)
Legal and professional fee
Bad and doubtful debts
Bad debts from outsourced manufacturer
Impairment of goodwill
Property, plant and machineries written of
Others
1,138

244
16
46
120
53
5,974
1,000
841
51
1,459
544
1,332
3,076
9,742
  • (i) The Group committed 80% of total available capacity with outsourced manufactures. If any shortfall in orders satisfaction, the outsourced manufacturers are entitled to claim a commitment fee from the Group.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

9. PROFIT FOR THE YEAR BEFORE INCOME TAX EXPENSE

Profit for the year has been arrived at after (crediting)/charging the following gains and losses:

Consolidated
2022
2021
US$’000
US$’000
Property, plant and machineries written of
Impairment of goodwill
Write back of inventory
Net foreign exchange (gain)/ loss
Depreciation of non-current assets
Amortisation of intangible assets
Amortisation of right-of-use assets
Lease rental expenses:
Minimum lease payments
Employee beneft expense:
Salaries, wages, and bonuses
Post-employment benefts:
Defned contribution plans
Total employee beneft expenses
51
1,459
1,000
841

(2,662)
(181)
43
3,209
3,191
602
605
2,285
2,126
101
100
24,707
26,011
651
646
25,358
26,657

10. INCOME TAXES

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle, deferred tax liabilities are recognised for all taxable temporary differences. However, deferred tax liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches and interest in joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/consolidated entity intends to settle its current tax assets and liabilities on a net basis.

There were no franking credits for 2022 and 2021.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

10. INCOME TAXES (cont’d)

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the Consolidated Statement of profit or loss and other comprehensive income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where the current or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(a) Income tax recognised in profit or loss

Consolidated
2022
2021
US$’000
US$’000
Tax expense comprises:
Current tax expense in respect of the current year
Deferred tax expense in respect of the current year
Under provision of deferred tax in prior fnancial year
Adjustments recognized in the current year in relation to prior years
Total tax expense
1,129
1,312
(183)
(105)
100
366
613
56
1,659
1,629

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows:

Proft from operations
Income tax expense calculated at 30%
Efect of expenses that are not deductible in determining taxable proft
Efect of tax allowance
Efect of tax losses not recognised
Efects of diferent tax rates of subsidiaries operating in other jurisdictions (a)
Utilisation of deferred tax assets not recognised previously
Under provision of deferred tax in previous fnancial year
Other
Adjustments recognised in the current year in relation to the tax provision
in previous fnancial years
Income tax expense recognised in proft
6,843
3,890
2,053
1,167
1,613
1,834
(629)
(740)
(76)
(105)
(1,408)
(668)
(612)
(394)
100
366
1,041
1,460
5
113
1,046
1,573
613
56
1,659
1,629

(a) The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on taxable profits under Australian tax law. There has been no change in the corporate tax rate when compared with the previous reporting period. However, for the purposes of tax reconciliation, certain subsidiaries were operating in Singapore, Malaysia and Hong Kong, in which these entities are taxed at the respective local tax rates.

Unrecognised deferred tax assets in relation to tax losses at year end amounted to approximately US$1.0m (2021:US$1.2m) relates to a subsidiary in Cambodia expiring in 2025.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

10. INCOME TAXES (cont’d)

(b) Current tax liabilities

Consolidated
2022
2021
US$’000
US$’000
Current tax liabilities
Income tax payable attributable to entities in the consolidated GLG
481
635
481
635

(c) Deferred tax balances

Deferred tax liabilities arise from the following:


2022 Consolidated
Opening
Charged
Charged Acquisitions Exchange
Changes
Closing
balance
to income to Equity
/disposals diferences in tax rate balance
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000
Consolidated
Opening
Charged
Charged Acquisitions Exchange
Changes
Closing
balance
to income to Equity
/disposals diferences in tax rate balance
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000
Temporary diferences
Property, plant and equipment
3,089
(186)
(147)



2,756
3,089
(186)
(147)



2,756
Unused tax loses and other credits:
Nil














3,089
(186)
(147)



2,756
Presented in the statement of fnancial position as follows:
Deferred tax liability
2,756
Consolidated
Opening
Charged
Charged Acquisitions Exchange
Changes
Closing
balance
to income to Equity
/disposals diferences in tax rate balance
2021
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000
3,089
(186)
(147)


2,756
3,089
(186)
(147)


2,756





3,089
(186)
(147)


2,756
2,756
Temporary diferences
Property, plant and equipment
2,747
257
85



3,089
2,747
257
85



3,089
Unused tax loses and other credits:
Nil














2,747
257
85



3,089
2,747
257
85



3,089
2,747
257
85



3,089






2,747
257
85



3,089

Presented in the statement of financial position as follows:

Deferred tax liability

3,089

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

11. TRADE AND OTHER RECEIVABLES

Consolidated
2022
2021
US$’000
US$’000
Current
Trade receivables
Trade customers
GLIT Holdings (i)
Outsourced manufacturing suppliers
Allowance for expected credit losses
Trade receivables
Other receivables
Other receivables
Goods and services tax recoverable
Other receivables
Less:
Payable to outsourced manufacturing suppliers
Non-current
GLIT Holdings (i)
Total trade and other receivables
21,250
13,330
1,029
5,056
15,352
14,163

37,631
32,549
1,954
1,415
547
457
2,501
1,872
(455)
(455)
39,677
33,966
2,000
2,000
41,677
33,966

The average credit period on sales of goods and rendering of services is 75 days. No interest is charged on the trade receivables outstanding balance.

  • (i) Receivable from GLIT Holdings that are expected to be settled in the next 12 months by netting off from the logistic revenue charged by GLIT Holdings was classified as current, whilst the remaining balance that are expected to be settled in more than a year was classified as non-current.

Before accepting any new customers, GLG uses an external scoring system to assess the potential customer’s credit quality and defines credit limits by customers. Limits and scoring attributed to customers are reviewed twice a year. 99.9% of the trade receivables that are neither past due nor impaired have the best credit scoring attributable under the external credit scoring system used by GLG.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

11. TRADE AND OTHER RECEIVABLES (cont’d)

Included in GLG’s trade receivable balance are debtors with a carrying amount of US$0.02m (2021: US$0.05m) which are past due at the reporting date. There has been no significant change in credit quality and all amounts are considered recoverable. GLG does not hold any collateral over these balances.

Consolidated
2022
2021
US$’000
US$’000
Age of receivables past due, but not impaired
30 – 60 days
60 – 90 days
90 – 120 days
More than 120 days
Total
Movement in the allowance for expected credit loss
Balance at the beginning of the year
Charge to proft or loss
Allowance written of during the year
Balance at the end of the year

36

2


24
11
24
49

43

(43)


In determining the recoverability of trade receivables, GLG considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. Credit risk was concentrated with a few significant counterparties.

Allowance for expected credit losses of receivables – estimates and judgements

GLG assesses impairment at the end of each reporting period by evaluating the conditions and events specific to GLG that may be indicative of impairment triggers.

GLIT Holdings Pte Ltd (GLIT) and its operating subsidiaries provide outsourced manufacturing services to GLG. GLG provides working capital and fabric to GLIT as part of the arrangement. When fabric is acquired by GLIT, GLG issues a letter of credit on their behalf. In order to maximise the discounts available, GLG converts the letter of credit it has issued into a Trust Receipt for GLIT. The Bank will immediately pay the fabric supplier. Once GLIT invoices GLG, a trade payable is recorded. GLG has a legal enforceable right to offset the amount owed by GLIT and settle the balance, if any, with GLIT on a net basis. The offset takes place between 90 days to 120 days depending on the date of maturity of the Trust Receipt.

GLIT Holdings Pte Ltd and its subsidiaries that provide subcontracted manufacturing operations were disposed of by the Ghim Li Group in 2005 as part of a management buy out. GLIT continue to operate as GLG’s outsourced manufacturing partner.

The GLIT Receivables (collectively the receivables from GLIT Holdings and receivables from outsourced manufacturing suppliers) carrying value of US$17.9m is estimated to be recoverable on the basis that GLIT continues to operate as our outsourced manufacturing partner dedicated to serve the day-to-day needs of GLG. It is assumed that GLIT has sufficient resources, financial and otherwise to support the order fulfilment processes in the factories, with guidance and loadings from GLG. The valuation of GLIT receivable is evaluated to be recoverable based on the assumption on the accessibility of trust receipts available for offset and the amount of available collateral in place, the turnover of the balance as part of the overall working capital cycle of the group and, if necessary, payables or other assets made available to offset or guarantee the balance.

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

11. TRADE AND OTHER RECEIVABLES (cont’d)

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

In determining the ELC provision, forward looking macro-economic information and assumptions relating to the pandemic and other economic indicators have been considered. Both forward looking information and analysis based on the Group’s historical loss experience have been used to determine the ECL provision.

12. OTHER FINANCIAL ASSETS

Consolidated
2022
2021
US$’000
US$’000
Non-current
Security deposit
Ofce rental deposit(i)
Disclosed in the fnancial statements as:
Total Non-current other fnancial assets
7,000
7,000
1,871
1,871
8,871
8,871
8,871
8,871

(i) US$1.9m of rental deposit paid for the 10 years lease rental ending 31 December 2022 from Ghim Li Group Pte Ltd (2021: US$1.9m) with option to renew for additional 5 years.

13. INVENTORY

Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Consolidated
2022
2021
US$’000
US$’000
Raw materials
Work in progress
Goods in transit
Consumables
Stock lot
Finished goods
Total
20,943
14,344
9,013
10,533
4,057
5,687
20
12
774
746
3,018
3,016
37,825
34,338

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

14. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment held for use in the production or supply of goods or services, or for administrative purposes, are carried in the Statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Assets are pledged as security – refer further to Note 18.

Land and buildings are initially recognized at cost. Freehold land is subsequently carried at the revalued amount less accumulated impairment losses. Buildings and leasehold land are subsequently carried at the revalued amounts less accumulated depreciation and accumulated impairment losses.

Depreciation is provided on property, plant and equipment, including freehold buildings. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The lease period is for 60 years, ending 2050. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The following estimated useful lives are used in the calculation of depreciation:

Building on freehold land 50 years
Leasehold properties Over term of lease
Plant and machinery 10 years
Furniture, fttings and ofce equipment 3-10 years
Motor vehicles 5-10 years

Assets and liabilities measured at fair value include:

  • § Freehold and leasehold land and buildings - Level 3

Freehold and leasehold land and buildings of the Company were revalued on 30 June 2022 by One Asia Property Consultants (KL) Sdn. Bhd, an external, independent and registered valuer. The comparison method was adopted in arriving at the market value of the freehold and leasehold land and buildings. In estimating the fair value of the properties, the highest and best use of the properties is their current use. There has been no change to the valuation technique as compared with previous financial year and revaluations are done on an annual basis.

Freehold and leasehold land and buildings at valuation are categorised as Level 3 fair value, which has been generally derived using the sales comparison approach. Sales price of comparable properties in close proximity are adjusted for differences in key attributes such as property size. The most significant input to this valuation approach is price per square foot of comparable properties.

Relationship of
Valuation Unobservable Weighted unobservable
Description Approach inputs Range of inputs average inputs to fair value
Leasehold Sales Price per square RM25 to RM52 per RM27.70 per The higher the
Property comparison foot square foot for land square foot for price per square
RM50 to RM100 per
square foot for building
land
RM75 per square
foot the higher the
fair value
RM = Malaysian Ringgit foot for building
currency
Freehold Sales Price per square RM46 to RM57.50 per RM50.50 per The higher the
property comparison foot square foot for land square foot for price per square
RM50 to RM95 per
square foot for building
land
RM73 per square
foot, the higher the
fair value
RM = Malaysian Ringgit foot for building
currency

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

14. PROPERTY, PLANT AND EQUIPMENT (cont’d)

Valuation of land and buildings – estimates and judgements

GLG has determined that the revaluation model is more appropriate for reflecting the value of their land and buildings.

Consolidated
2022
2022
US$’000
US$’000
Land and Buildings
Freehold:
Land at independent valuation
Building at independent valuation
Total land and building
Carrying amount of all freehold land and building had it been
carried under the cost model
Leasehold:
Land at independent valuation
Building at independent valuation
Total land and building
Carrying amount of all leasehold land and building had it been
carried under the cost model
Plant and Equipment
Plant and equipment:
At cost
Accumulated depreciation
Plant and equipment with net carrying amount were acquired under fnance leases:
At cost
Accumulated depreciation
Plant and equipment with net carrying amount were acquired under bank borrowings
At cost
Accumulated depreciation
Total plant and equipment
Total property, plant and equipment
2,725
2,849
2,270
2,477
4,995
5,326
3,509
3,577
3,859
4,121
5,222
5,575
9,081
9,696
3,765
3,900
31,241
32,952
(19,564)
(18,606)
11,677
14,346

590
327
(481)
(166)
109
161
5,133
3,890
(1,599)
(1,123)
3,534
2,767
15,320
17,274
29,396
32,296

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

14. PROPERTY, PLANT AND EQUIPMENT (cont’d)

14. PROPERTY , PLANT AND EQUIPMENT (cont’d)
Cost Consolidated
Leasehold
Freehold land
land and
Plant and
Other
Motor
and buildings
buildings Sub-total machinery Renovation
assets
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000 US$’000 US$’000
At Valuation
At Cost
At Cost
Balance as at
1 July 2020
5,326 9,343
14,669
26,728
4,234
3,800
702
50,133
Additions


3,290
113
63
26
3,492
Disposals


(1,778)

(1)
(8)
(1,787)
Revaluation surplus

352
352




352
Balance as at
30 June 2021
5,326 9,695
15,021
28,240
4,347
3,862
720
52,190
Additions



1,094
199
32

1,325
Disposals



(305)

(1,225)

(1,530)
Revaluation defcit
(331)
(614)
(945)




(945)
Balance as at
30 June 2022 4,995
9,081
14,076
29,029
4,546
2,669
720
51,040
Accumulated depreciation
Balance as at
1 July 2020



10,218
3,297
2,978
517
17,010
Depreciation
expense



2,568
325
226
72
3,191
Depreciation
on disposals



(298)

(1)
(8)
(307)
Balance as at
30 June 2021 –


12,488
3,622
3,203
581
19,894
Depreciation
expense
– –

2,627
325
194
63
3,209
Depreciation
on disposals



(234)

(1,225)

(1,459)
Balance as at
30 June 2022



14,881
3,947
2,172
644
21,644
Net book value
As at 30 June 2021
5,326
9,695
15,021
15,752
725
659
139
32,296
As at 30 June 2022
4,995
9,081
14,076
14,148
599
497
76
29,396

Other assets comprise of computers, furniture and fittings, hostel and office equipment.

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

15. INTANGIBLE ASSETS

INTANGIBLE ASSETS
Cost Consolidated
Trademark
& customers
Software
Goodwill
network
Others
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Balance as at 1 July 2020 2,153
1,841
2,518
407
6,919
Additions



Balance as at 30 June 2021 2,153
1,841
2,518
407
6,919
Balance as at 30 June 2022 2,153
1,841
2,518
407
6,919
Accumulated Depreciation
Balance as at 1 July 2020
122

252
136
510
Amortisation 217

252
136
605
Impairment
841


841
Balance as at 30 June 2021 339
841
504
272
1,956
Amortisation 215

252
135
602
Impairment
1,000


1,000
Balance as at 30 June 2022 554
1,841
756
407
3,558
Net book value
As at 30 June 2021
1,814
1,000
2,104
135
4,963
As at 30 June 2022 1,599

1,762

3,361

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

15. INTANGIBLE ASSETS (cont’d)

Software

Computer software is stated as intangible assets in the statement of financial position and amortised on the straight line method over 3 -10 years.

Goodwill – recognition and measurement

All business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired and has an indefinite useful life. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is assessed as part of the Ghim Li Fashion (M) Sdn Bhd CGU. Goodwill is not amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment.

Trademark and customers network

Trademark and customers network are stated as intangible assets in the statement of financial position and amortised on the straight-line method over 10 years.

Goodwill – estimates and judgements

GLG assesses impairment at the end of each reporting period by evaluating the conditions and events specific to GLG that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions within the CGU. The value in use is based on the cash flow projections for a period of five years and into perpetuity. The cash flow projections are based on the 2023 budget that has been approved by the board with estimated decrease in sales of 17% for 2023, growth rate of 5% for 2024 to 2026 with a terminal growth rate of 2%. As part of the annual impairment test for goodwill, management assesses the reasonableness of growth rate assumptions by reviewing historical cash flow projections and future growth objectives. When taking into account the impairment recognised in the current year, management have incorporated the impact of the ongoing Covid-19 pandemic into the assumptions used in its forecast. Assumptions used in impairment testing reflect management’s view and best estimate of the likely scenario based on current available information.

The pre-tax discount rate applied to these cash flow projections is 9.1%. The discount rate has been determined using the weighted average cost of capital which incorporates both the cost of debt and the cost of capital. The tax rate applied in the valuation model is based on the corporate tax rate in Malaysia of 24%.

During the year, the amount of US$1.0m was recognised as impairment loss in relation to goodwill based on the impairment analysis which factored in the unexpected fluctuation of revenue and changes in the current economic condition affecting the relevant entity.

Management believes that no reasonable possible change in any of the above key assumptions would cause the carrying value of the cash generating unit to materially exceed its recoverable amount.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

16. OTHER ASSETS

Consolidated
2022
2021
US$’000
US$’000
Current
Prepayments
959
1,671

17. TRADE AND OTHER PAYABLES

Consolidated
2022
2021
US$’000
US$’000
Trade payables(i)
Other payables
Ghim Li Group(ii)
Accruals – employee remuneration
Accruals – late shipment claim(iii)
Accruals – audit fee
Accruals – trust receipts interest
Accruals – others
11,458
13,983
2,299
3,394
3,380
2,251
1,810
2,042
2,766
1,582
134
87
158
109
637
622
22,642
24,070

(i) The average credit period on purchases of certain goods is 4 months. No interest is charged on the outstanding balance of trade payables. GLG has financial risk management policies in place to ensure that all payables are paid within the credit time frame.

(ii) The current payable due to Ghim Li Group Pte Ltd, ultimate parent entity from Ghim Li Global of US$3.4m (2021: US$2.3m).

(iii) Malaysia and Cambodia government took the necessary tight control due to Covid-19 pandemic and locked down the non-essential businesses. These restrictions had resulted in delayed shipments to buyers, also port congestion and lack of containers had badly affected the supply chain, there are potential claims from those buyers for those late deliveries and an accrual has been recognised to reflect this contractual obligations.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

18. BORROWINGS

Consolidated
2022
2021
US$’000
US$’000
Secured–at amortised cost
Current
Trust receipts (Gross)(i)
Finance lease liabilities (Note 23)
Bank loan
Term loan
Total
Non-current
Finance lease liabilities (Note 23)
Bank loan
Term loan
Disclosed in the fnancial statements as:
Current borrowings
Non-current borrowings
Total borrowings
44,551
47,710
52
47
899
620
1,018
1,244
46,520
49,621
34
91
2,116
3,099
1,315
1,456
3,465
4,646
46,520
49,621
3,465
4,646
49,985
54,267

Summary of borrowing arrangements:

(i) Secured by a negative pledge over all assets of Ghim Li Global Pte Ltd and Maxim Textile Technology Sdn Bhd. Refer to Terms & Conditions of Borrowing Balance for details.

Banking relationship: GLG uses bank facilities to support the working capital requirements of its operations. Presently, the bank facilities provided to GLG are uncommitted short term trade financing facilities which are renewable annually by the banks and long term financing facilities.

Below are the details of available facilities from banks for the respective financial year end. GLG believe that it will continue to have the strong support from main bankers for its working capital and capital expenditure requirements. The facilities used are inclusive of the contingent liabilities as disclosed in Note 22.

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

18. BORROWINGS (cont’d)

BORROWINGS (cont’d)
30 June 2022 Used
Unused
Total
US$’000
US$’000
US$’000
Short term
Long term
Foreign exchange
Total
30 June 2021
52,787
38,277
91,064
2,333
348
2,681

18,317
18,317
55,120
56,942
112,062
Used
Unused
Total
US$’000
US$’000
US$’000
Short term
Long term
Foreign exchange
Total
60,409
82,393
142,802
2,701
3,370
6,071
3,100
15,499
18,599
66,210
101,262
167,472

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Terms & Conditions of Borrowing Balances:

  • 1) Trust Receipts are denominated in USD bear weighted average effective interest rate of 2.5% (2021: 1.9%) per annum for a tenure of 4 months. Trust receipts are a discount form of supplier credit. In commercial terms, they are accounts payable.

  • 2) Term Loan relates to purchase of property, plant and machinery of the Company’s subsidiaries and are secured by a negative pledge of the assets of the Company. The loan repayment period varies from 8 to 10 years for property and 5 to 6 years for plant and machinery. The weighted average effective interest rate for such loans is 4.4% per annum (2021: 4.3% per annum).

  • 3) Bills Payable are amounts received from banks for discounting sales invoices billed to customers, with weighted average effective interest rate of 4.5% (2021:1.3%) per annum.

The weighted average effective interest rates for bank overdrafts, bills payable and trust receipts at the balance date were as follows:

2022 2021
Bank loans 2.0% p.a. 2.9% p.a.
Term loan 4.4% p.a. 4.3% p.a.
Bill payable 4.5% p.a. 1.3% p.a.
Trust Receipts 2.5% p.a. 1.9% p.a.
Finance lease liabilities 4.8% p.a. 5.1% p.a.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

19. ISSUED CAPITAL

Consolidated
2022
2021
US$’000
US$’000
74,100,000 (2021: 74,100,000) fully paid ordinary shares 10,322
10,322

Ordinary shares:

  • Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote on a show of hands.

  • Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the winding up of GLG in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and GLG does not have a limited amount of authorised capital.

Consolidated
No.
2022
No.
2021
’000
US$’000
’000
US$’000
Fully paid ordinary shares
Balance at beginning of fnancial year
Balance at end of fnancial year
74,100
10,322
74,100
10,322
74,100
10,322
74,100
10,322

20. RETAINED EARNINGS

Consolidated
2022
2021
US$’000
US$’000
Balance at beginning of fnancial year
Dividend declared
Net proft attributable to members of the parent entity
Balance at end of fnancial year
56,151
54,631
(741)
(741)
5,184
2,261
60,594
56,151

21. EARNINGS PER SHARE

Consolidated
2022
2021
Cents
Cents
per share
per share
Basic earnings per share:
Total basic earnings per share
Diluted earnings per share:
Total diluted earnings per share
7.00
3.05
7.00
3.05

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

21. EARNINGS PER SHARE (cont’d)

Basic earnings per share

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

Consolidated
2022
2021
US$’000
US$’000
Net proft
Earnings used in the calculation of basic EPS
5,184
2,261
5,184
2,261
Consolidated
2022
2021
No.’000
No.’000
Weighted average number of ordinary shares for the purposes
of basic earnings per share
74,100
74,100

Diluted earnings per share

The earnings used in the calculation of diluted earnings per share is as follows:

Consolidated
2022
2021
US$’000
US$’000
Net proft
Earnings used in the calculation of diluted EPS
5,184
2,261
5,184
2,261
Consolidated
2022
2021
No.’000
No.’000
Weighted average number of ordinary shares used in the calculation of basic EPS 74,100
74,100

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

22. CONTINGENT LIABILITIES

Consolidated
2022
2021
US$’000
US$’000
Guarantees arising from Letters of Credit in force(i)
Total
4,313
8,161
4,313
8,161

(i) A number of contingent liabilities have arisen as a result of GLG’s letter of credit issued by banks for purchase of goods.

23. FINANCE LEASES

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

GLG as lessee

Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.

Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.

Finance lease liabilities

Leasing arrangement

GLG leases motor vehicles and office equipment under finance leases expiring from one to five years. All the leases involve lease payments of a fixed base amount. No contingent rentals were paid during the year (2021: nil)

Minimum future
lease payments
Consolidated
Present value
of minimum
future lease payments
Consolidated
2022
2021
US$’000
US$’000
2022
2021
US$’000
US$’000
No later than 1 year
Later than 1 year and not later than 5 years
More than 5 years
Minimum future lease payments
Less future fnance charges
Present value of minimum lease payments*
Included in the fnancial statements as (Note 18)
Current borrowings
Non-current borrowings
45
45
47
105

52
47
34
91

92
150
(6)
(12)
86
138

86
138
86
138
52
47
34
91
86
138
  • Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual.

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

24. SUBSIDIARIES

SUBSIDIARIES
Ownership interest
2022 2021
Name of subsidiary Country of incorporation % %
Ghim Li Global Pte Ltd Singapore 100 100
Ghim Li Global International Ltd Hong Kong 100 100
Escala Fashion Pte Ltd Singapore 100 100
Ghim Li International (S) Pte Ltd Singapore 100 100
G&G International Pte Ltd Singapore 100 100
AES (USA) Inc USA 100 100
Maxim Textile Technology Sdn Bhd Malaysia 100 100
Maxim Textile Technology Pte Ltd Singapore 100 100
Ghim Li Fashion (M) Sdn Bhd Malaysia 100 100
GG Fashion (Cambodia) Co., Ltd Cambodia 100 100

25. NOTES TO THE CASH FLOW STATEMENT

Cash comprises of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition.

Bank overdrafts are shown within borrowings in current liabilities in the Statement of financial position.

(a) Reconciliation of cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the Statement of financial position as follows:

Consolidated
2022
2021
US$’000
US$’000
Cash and cash equivalents 13,893
22,280
13,893
22,280

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

25. NOTES TO THE CASH FLOW STATEMENT (cont’d)

(b) Financing facilities

Secured bank loan facilities with various maturity dates and which may be extended by mutual agreement:

Consolidated
2022
2021
US$’000
US$’000
• amount used
• amount unused
55,120
66,210
56,942
101,262
112,062
167,472

(c) Reconciliation of profit for the year to net cash flows from operating activities

Consolidated Consolidated
2022 2021
US$’000 US$’000
Proft for the year 5,184 2,261
Depreciation of property, plant and equipment 3,209 3,191
Amortisation of intangible assets 602 605
Amortisation of right on use assets 2,285 2,126
Bad and doubtful debts 100 6,126
Unrealised proft 741
Write back of inventories (2,662)
Impairment of goodwill 1,000 841
Property, plant and machineries written of 51 1,459

Changes in net assets and liabilities, net of effects from acquisition and disposal of businesses:

(Increase)/decrease in assets:
Inventories
Trade and other receivables
Other assets
Outsource to manufacturing suppliers
Increase/(decrease) in liabilities:
Trade and other payables
Current tax
Deferred tax
Net cash (used)/provided by operating activities
(4,228)
(5,325)
(8,557)
8,402
712
183
837
(3,395)
(2,654)
6,734
(154)
(734)
(186)
257
(1,058)
20,069

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

25. NOTES TO THE CASH FLOW STATEMENT (cont’d)

(d) Changes in liabilities arising from financing activities

Repayment of borrowings
Repayment of lease liability
Repayment of related entity borrowings
Dividend paid
Total
1 July 2021
Cashfows
Non-cash items 30 June 2022
US$’000
US$’000
US$’000
US$’000
54,267
(4,283)

49,984
13,664
(2,135)
600
12,129
2,251
1,129

3,380
5
(734)
741
12
70,187
(6,023)
1,341
65,505

26. RESERVES

(a) Revaluation reserves

Consolidated
2022
2021
US$’000
US$’000
Beginning of fnancial year
Deferred tax liabilities on revaluation
Revaluation (loss)/ gain arising from land and building
End of fnancial year
3,745
3,478
147
(85)
(945)
352
2,947
3,745

The revaluation reserve represents the increase in the fair value of the freehold and leasehold land and buildings, net of tax.

(b) Merger reserves

The merger reserve of US$14.8m is a result of the common control acquisition.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

27. LEASES

Consolidated
2022
2021
US$’000
US$’000
Cost
Balance as at 1 July
Additions
Disposal
Balance as at 30 June
Amortisation
Balance as at 1 July
Amortisation
Disposal
Balance as at 30 June
Net book value
Lease Liability
Balance as at 1 July
Additions
Balance as at 30 June
Repayment
Cash payments
Interest expense
Net payments
Disposal
Balance as at 30 June
Current lease liability
Non-current lease liability
Total lease liability
16,871
16,693
834
178
(612)
17,093
16,871
4,125
1,999
2,285
2,126
(379)
6,031
4,125
11,062
12,746
13,664
15,395
817
173
14,481
15,568
(2,101)
(2,528)
558
624
1,543
1,904
(251)
12,129
13,664
2,128
1,981
10,001
11,683
12,129
13,664
Lease Location Term Interest rate
Head ofce Singapore 10years + 5years option (01 Jan 2013 to 31 Dec 2027) 4.26%
Intrasource Malaysia 3 years (01 Jan 2021 to 31 Dec 2022) 4.75%
Factory Cambodia 5years + 5years option (01 Mar 2018 to 28 Feb 2028) 4.26%
Factory Cambodia 5years + 5years option (01 Apr 2018 to 31 Mar 2028) 4.26%

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

27. LEASES (cont’d)

Accounting policies in relation to AASB 16

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for shortterm leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

28. FINANCIAL INSTRUMENTS

(a) Capital risk management

GLG manages its capital to ensure that entities in GLG will be able to continue as a going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance. GLG’s overall strategy remains unchanged from 2021.

The capital structure of GLG consists of debt, which includes the borrowings disclosed in Note 18 and lease liabilities disclosed in Note 27, and equity attributable to equity holders of the parent, comprising issued capital and retained earnings as disclosed in Notes 19 and 20 respectively.

Operating cash flows are used to maintain and expand GLG’s assets, as well as to make the routine outflows of tax and repayment of maturing debt. GLG’s policy is to borrow centrally, using a variety of capital market issues and borrowing facilities, to meet anticipated funding requirements.

Gearing ratio

An integral function of GLG’s Board is risk management. The Board reviews the capital structure on a semiannual basis.

The gearing ratio at year end was as follows:

Consolidated
2022
2021
US$’000
US$’000
Debt(i)
Cash and cash equivalents
Net Debt
Equity(ii)
Net debt to equity ratio
62,114
67,931
(13,893)
(22,280)
48,221
45,651
59,051
55,406
82%
82%

(i) Debt is defined as long-term and short-term borrowings, as detailed in Note 18, and lease liabilities as detailed in Note 27.

(ii) Equity includes all capital, retained earnings and reserves.

(b) Categories of financial instruments

Consolidated Consolidated
2022 2021
US$’000 US$’000
Financial assets
Amortised cost 64,441 65,117
Financial liabilities
Amortised cost 84,756 92,001

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

28. FINANCIAL INSTRUMENTS (cont’d)

(c) Financial risk management objectives

GLG has not executed any derivatives in the current year, hence the policy listed below are for background information purposes only. If and when such derivatives are used in the future, the objectives are to use them in accordance with a board approved policy. The policy requires GLG co-ordinates access to domestic and international financial markets, and manages the financial risks relating to the operations of the consolidated entity.

GLG does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The use of financial derivatives is governed by the consolidated entity’s policies approved by the board of directors, which provide written principles on the use of financial derivatives.

GLG’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. GLG minimises its financial risk of changes in foreign currency exchange rate through the natural hedge of matching its revenues and purchases in US dollars and matching of its assets and liabilities in US dollars.

(d) Foreign currency risk management

GLG undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise.

The carrying amount of GLG’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:

Liabilities
Assets
2022
2021
2022
2021
US$’000
US$’000
US$’000
US$’000
Singapore dollars
Hong Kong dollars
Malaysia Ringgit
Australia Dollar
4,945
930
997
645

5
92
3
2,362
767
2,410
260
86
8
90
15
7,393
1,710
3,589
923

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

28. FINANCIAL INSTRUMENTS (cont’d)

(e) Foreign currency sensitivity analysis

GLG is mainly exposed to movements in the value of Singapore dollars and Malaysia ringgits compared to the US dollar.

The following table details GLG’s sensitivity to a 10% increase and decrease in the United States dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within GLG where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates an increase in profit or loss where the United States dollars strengthens against the respective currency. For a weakening of the United States dollars against the respective currency there would be an equal and opposite impact on the profit, and the balances below would be negative.

Singapore Dollars
Malaysian Ringgit
Other Foreign Currency
Impact
Impact
Impact
Consolidated
Consolidated
Consolidated
2022
2021
2022
2021
2022
2021
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Proft or loss (790)
(285)
6
(507)
13
4

(f) Interest rate risk management

GLG is exposed to interest rate risk as entities in GLG borrow funds at both fixed and floating interest rates. The risk is managed by GLG by maintaining an appropriate mix between fixed and floating rate borrowings. As no hedging activities undertaken in the current year and if such activities are to be considered in the future, they will be evaluated to align with interest rate views and define risk appetite; ensuring optimal hedging strategies are applied, by either positioning the Statement of financial position or protecting interest expense through different interest rate cycles.

GLG’s exposure to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the possible change in interest rates.

At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, GLG’s:

Net profit would increase by US$0.09m and decrease by US$0.08m (2021: increase by US$0.3m and decrease by US$0.3m). This is mainly attributable to GLG’s exposure to interest rates on its variable rate borrowings.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

28. FINANCIAL INSTRUMENTS (cont’d)

(g) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to GLG. The Company deals with creditworthy counterparties by reviewing the exposure and creditratings of its counterparties to mitigate the risk of financial loss from defaults. Credit exposure is continuously monitored by the payment behaviours of counterparties in relation to the financial strength.

Trade accounts receivable consist of a number of retail customers located in the United States of America. Ongoing credit evaluation is performed on the financial condition of accounts and, where appropriate, trading within the credit limits or discounting of receivables on non-recourse basis with credit acceptance or insurance in place.

The consolidated entity does not have any significant credit risk exposure to any single counterparty or any GLG of counterparties having similar characteristics except to the GLIT receivable as disclosed in Note 11. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. There were no derivatives in the current year.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the consolidated entity’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

The consolidated entity also faces risks of orders cancellation. This is related to fabric, accessories and manufacturing cost incurred on orders cancelled prior to shipment. The consolidated entity is now exploring credit insurance to cover this risk as well.

(h) Liquidity risk management

The consolidated entity manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Included in Note 25(b) is a listing of additional undrawn facilities that GLG has at its disposal to further reduce liquidity risk.

As business competition dictates, GLG has by choice given extended payment terms to certain core customers with high-volume impact during the current year. Although such practice increases the liquidity risk and cash flow requirement, it is also considered to be an essential element of market penetration and customer retention. The resulting cash flow impact is evaluated with the support of undrawn banking facilities that GLG has arranged to support such business growth.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

28. FINANCIAL INSTRUMENTS (cont’d)

(h) Liquidity risk management (cont’d)

Liquidity and interest risk tables

The following table details that GLG’s remaining contractual maturity for its non-derivative financial liabilities and expected maturity for its non-derivative financial assets. The tables have been drawn up based on the undiscounted cash flows of financial assets and liabilities based on the earliest date on which GLG can be required to receive/pay. The table includes both interest and principal cash flows.

Consolidated

Consolidated
Weighted
average efective Within
interest rate 1 year 2-5 years 5+ years Total
% US$’000 US$’000 US$’000 US$’000
2022
Financial Assets
Non-interest bearing 55,570 7,000 1,871 64,441
Financial Liabilities
Non-interest bearing 19,754 19,754
Trust receipts/ Bills payables 2.50 44,977 44,977
Loan from Ghim Li Group 2.71 2,889 2,889
Term loan 4.40 1,063 1,530 2,593
Bank loan 2.00 917 2,215 3,132
Finance lease liability 4.76 52 34 86
Lease liability 4.28 2,384 10,042 706 13,132
2021
Financial Assets
Non-interest bearing 56,246 7,000 1,871 65,117
Financial Liabilities
Non-interest bearing 21,734 21,734
Trust receipts/ Bills payables 1.91 48,044 48,044
Loan from Ghim Li Group 1.84 2,292 2,292
Term loan 4.27 1,259 1,650 2,909
Bank loan 2.88 691 3,205 3,896
Finance lease liability 5.05 47 91 138
Lease liability 4.28 2,358 9,359 3,686 15,403

Each of the above interest bearing financial liabilities had variable interest rates.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

28. FINANCIAL INSTRUMENTS (cont’d)

(i) Fair value of financial instruments

The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values.

The fair values of financial assets and financial liabilities are determined as follows:

the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.

(j) Forward foreign exchange contracts

The following table details the forward foreign currency contracts outstanding at the end of the reporting period:

Exchange Foreign currency Notional Currency Fair Value
2021 rate SGD’000 US$’000 US$’000
UOB
3 to 6months 1.3442 1,061 800 (11)
3 to 6months 1.3445 929 700 (9)
HSBC
3 to 6months 1.3275 1,062 800 (11)
3 to 6months 1.3277 1,062 800 (10)

Fair value measurement is Level Two within the fair value hierarchy.

29. KEY MANAGEMENT PERSONNEL COMPENSATION

The aggregate compensation made to directors and other members of the key management personnel of the Company and GLG is set out below:

Consolidated
2022
2021
US$
US$
Short-term employee benefts
Post-employment benefts
1,470,137
1,542,701
48,241
42,135
1,518,378
1,584,836

Short-term employee benefits

These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.

Post-employment benefits

These amounts are the current-year’s estimated costs of providing for superannuation contributions made during the year and post-employment life insurance benefits.

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

29. KEY MANAGEMENT PERSONNEL COMPENSATION (cont’d)

The compensation of each member of the key management personnel of GLG is set out in the remuneration report:

(a) Key management personnel compensation policy

Details of key management personnel

The Directors of GLG Corp Ltd during the year were:

  • § Estina Ang Suan Hong as Founder and Executive Chair

  • § Peter Tan as Independent Director

  • § Grant Hummel as Independent Director

  • § Felicia Gan Peiling as Director and Chief Executive Officer

Other key management personnel of GLG Corp Ltd during the year were:

  • § Susan Yong as Chief Operations Officer

  • § Victoria Yong as Chief Financial Officer and Head of IT & Human Resources (resigned on 9 August 2021)

  • § Lee Li San as Group Financial Controller

  • § Lee Kwak Keh as Chief Marketing Officer

No director or senior management person appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.

30. RELATED PARTY TRANSACTIONS

(a) Equity interests in subsidiaries

Details of the percentage of ordinary shares held in subsidiaries are disclosed in Note 24 to the financial statements.

(b) Transactions with key management personnel

(i) Key management personnel remuneration

Details of key management personnel remuneration are disclosed in Note 29 to the financial statements and the remuneration report.

NOTES TO THE FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

30. RELATED PARTY TRANSACTIONS (cont’d)

(c) Transactions with other related parties

During the year, GLG entities entered into the following expenditure transactions with related parties that are not members of GLG:

Transaction with
Ghim Li Group Pte Ltd
Transaction
(majority shareholder)
with ESTA
2022
2021
2022
2021
US$’000
US$’000
US$’000
US$’000
Rental
Utilities
Purchase
Total
1,456
1,456
29

75
43




12
1,531
1,499
41

No amounts were provided for doubtful debts relating to debts due from related parties at reporting date.

Amounts receivable from and payable to these related parties are disclosed in Note 17 to the financial statements.

(d) Majority shareholder

The majority shareholder of GLG Corp Ltd is Ghim Li Group Pte Ltd. Ghim Li Group Pte Ltd is incorporated in Singapore.

31. REMUNERATION OF AUDITORS

. REMUNERATION OF AUDITORS
Consolidated
2022
2021
US$
US$
Auditor of the parent entity – BDO
Audit and review of the fnancial report
Tax services
Related Practice of the parent entity auditor
Audit or review of the subsidiaries
Tax services
89,890
56,560
4,518
2,861
94,408
59,421
108,260
109,970
22,104
14,866
130,364
122,087

The auditor of GLG Corp Ltd is BDO Audit Pty Ltd.

The related practices are BDO Singapore, BDO HK and BDO Cambodia. PWC was appointed as auditor for Malaysia’s subsidiaries (2022: Audit US$21,195 and Tax Service US$5,509; 2021: Audit US$25,764 and Tax Service US$2,060).

NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022

32. PARENT ENTITY DISCLOSURES

. PARENT ENTITY DISCLOSURES
Financial position Consolidated
2022
2021
US$’000
US$’000
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued capital
Dividend declared
Accumulated Losses
Total equity
Financial performance
189
74
30,000
30,000
30,189
30,074
86
940
267
267
353
1,207
53,552
53,552
(741)
(741)
(22,975)
(23,944)
29,836
28,867
Consolidated
2022
2021
US$’000
US$’000
Proft for the year
Other comprehensive income
Total comprehensive income
1,710
3,494

1,710
3,494

Contingent liabilities

As at 30 June 2022, the parent entity had no contingent liabilities (2021: nil).

Significant accounting policies

The accounting policies of the parent entity are consistent with those of GLG, except for the following:

  • § Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

  • § Investments in associates are accounted for at cost, less any impairment, in the parent entity.

Contractual commitments

The parent did not have any contractual commitments at the end of the financial year

The above information is presented for the legal parent entity.

33. SUBSEQUENT EVENTS

There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of the consolidated entity in future financial year.

Holding Distribution

Range Securities % No of Holders %
100,001 and Over 71,991,255 97.15 19 5.16
10,001 to 100,000 1,281,163 1.73 34 9.24
5,001 to 10,000 223,690 0.30 26 7.07
1,001 to 5,000 598,329 0.81 276 75.00
1 to 1,000 5,563 0.01 13 3.53
Total 74,100,000 100.00 368 100.00

Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary shares

  • § Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote on a show of hands.

Substantial Shareholders

The voting rights attached to each class of equity security are as follows:

Ordinary shareholders Fully paid ordinary shares
Number
Percentage
Ghim Li Group Pte Ltd 55,560,000
74.98
55,560,000
74.98

Unmarketable Parcels

Unmarketable Parcels
UMP UMP UMP
Total Securities/Issued Capital Securities Holders Percent
74,100,000 13,996 20 0.02

At 31 August 2022, there were no restricted or unquoted equity securities to disclose and no on-market purchases of securities to report.

Rank Name No. of shares Percentage
1 Ghim Li Group Pte Ltd 53,338,000 71.98
2 Mr Yin Min Yong 3,504,751 4.73
3 Citicorp Nominees Pty Limited 3,020,118 4.08
4 Lisi Li 2,544,297 3.43
5 Ms Peiling Gan 2,222,000 3.00
6 Mr Yoke Min Pang 2,000,000 2.70
7 Mr Ah Yian Au 1,322,957 1.79
8 BNP Paribas Noms Pty Ltd 1,123,600 1.52
9 Gowing Bros Limited 830,903 1.12
10 Dixson Trust Pty Limited 330,000 0.45
11 HSBC Custody Nominees (Australia) Limited 300,000 0.41
12 Mr Michael James Pauley 251,988 0.34
13 Markess Trustee Limited 250,000 0.34
14 Kam Hing Piece Works Ltd 206,010 0.28
15 Ang Leong Aik 200,000 0.27
16 AJD Engineering Pty Ltd 166,666 0.23
17 Mr Marko Rankovic 153,964 0.21
18 Eu Mun Leong 116,000 0.16
19 Mr Christopher Chong & Mrs Heather Chong 110,001 0.15
20 Lim Chai Har 100,000 0.13
20 Seow Teng Peng 100,000 0.13
Top 20 72,191,255 97.45
Total 74,100,000

Maxim is vertical mill supplier, strategically set up to offers a fully integrated fabric manufacturing facilities across the textile value chain such as Knitting, Dyeing, Finishing & Printing. Assuring customers of quality, consistency and dependable delivery schedules at internationally competitive price.

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Yarn Sourcing
Delivery
Knitting
Products
Dyeing
Inspection & Finishing
Packaging
Printing
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Cautionary Statement

Some statements contained in this annual report are not of historical facts but are statements of future expectation with respect to financial conditions, results of operations and business, and related plans and objectives. Such forward-looking statements are based on GLG Corp Ltd’s current views and assumptions including but not limited to, prevailing economic and market conditions and currently available information. These statements involve known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements. It should be noted that the actual performance or achievements of GLG Corp Ltd may vary significantly from such statements.

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AUSTRALIA HEAD OFFICE GLG Corp Ltd (Registered Office) ACN 116 632 958 ‘Australia Square’ Suite 4201, Level 42, 264-278 George Street, Sydney, NSW, 2000 Australia

SINGAPORE HEAD OFFICE Ghim Li Global Pte Ltd 21 Jalan Mesin, Singapore 368819 www.ghimli.com