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GLG CORP LTD — Annual Report 2024
Oct 7, 2024
64991_rns_2024-10-07_721b41f1-e81f-4f60-bb3e-06471bd5011a.pdf
Annual Report
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NAVIGATING CHALLENGES, FOR A BETTER TOMORROW ANNUAL REPORT FY2024
GLG CORP LTD NETWORK
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OUR SUPPLY
CHAIN NETWORK
3 COUNTRIES
26.4 MILLIONS
PIECES SHIPPED
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CHINA
CAMBODIA SOUTH KOREA JAPAN
(Phnom Phenh)
CHINA
KOREA
BHUTAN (Seoul)
DESH MYANMAR
TAIWAN
MAXIM MALAYSIA
(Vertical Fabric Mill)
LAOS
HONGKONG
THAILAND
MALAYSIA
VIETNAM
(Johor Bahru)
PHILIPPINES
CAMBODIA
MALAYSIA BRUNEI
SINGAPORE
(Headquarter) SINGAPORE
SINGAPORE
(Partner) INDONESIA PAPUA NEW
GUINEA
INDONESIA
(Batam Island)
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CONTENTS
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02 Chairperson / CEO’s Message
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05 Transformation in Sustainable Fashion
07 Corporate Social Responsibility
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09 Snapshot of GLG Corp Ltd
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10 Financial Highlights
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11 People Highlights for the Year
12 Key Events
14 Innovations & Collaborations
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19 Operational Highlights
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21 Audit Committee Report
NAVIGATING CHALLENGES, FOR A BETTER TOMORROW
G L G C O R P L T D A N N U A L R E P O R T F Y 2 0 2 4
22 Corporate Governance Statement
43 Director's Report
58 Auditor’s Independence Declaration
59 Independent Auditor’s Report
62 Directors’ Declaration
63 Consolidated Statement of Profit or Loss and other Comprehensive Income
64 Consolidated Statement of Financial Position
65 Consolidated Statement of Changes in Equity
66 Consolidated Statement of Cash Flows
67 Notes to the Financial Report
110 Additional Australian Securities Exchange Information
111 Twenty largest holders of quoted equity securities
CHAIRPERSON / CEO’S MESSAGE FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D A N N UA L R E P O R T F Y 2 0 2 4
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CHAIRPERSON/ CEO’S MESSAGE
Felicia Gan Peiling, PBM CEO
Dear Shareholders and Valued Partners,
The business environment in 2023 faced many headwinds. Many of our customers continue to deal with high inventory levels due to weak consumer spending, driven by high inflation, interest rates, and oil prices. This has led to a slowdown in their overall procurement, resulting in lower projections for core items and a cautious approach to buying. Most customers are leaning towards speed and agility, favouring more in-country sourcing to support, chase and replenishment programs.
In line with our group’s efforts to maintain a multicountry strategy that supports speed and agility, we have found partners in the Western Hemisphere to help our customers source closer to the USA. Our vertical mill, with full traceability and a transit time of 5 to 7 days within Southeast Asia, is positioned to quickly respond and fully support staged production and chase programs for our garment facilities. Our Mill has also started their new initiative of external fabric sales and now is a nominated mill development new customers and unlocking a new sales channel for the group.
Despite the challenging environment, we have secured new customers with whom we will continue to grow strategically, supporting their sourcing diversification and efforts to increase production in Southeast Asia. The region remains a crucial hub for apparel exports due to its political stability, abundant skilled labour, high efficiency, and strong connectivity to key markets in the USA, Canada, and Europe.
Our group continues to focus on streamlining operational costs and improving efficiency through proactive cost controls, job redesign, and digitalization efforts to optimize overheads in a cost-challenged environment. We remain resilient as we lay new foundations for a digital future, enabling swifter responses and digitally optimized production processes as we embrace automation in our factories. We continue to strengthen our partnerships with customers, fortify our market position, and enhance our competitiveness in this fast-evolving landscape.
G L G C O R P L T D 3 A N N UA L R E P O R T F Y 2 0 2 4
Estina Ang Suan Hong Chairperson and Founder
We remain resilient as we build new foundations for a digital future for swifter responses and digitally optimised production processes as we embrace automation in our factories. We continue to strengthen our partnerships with our customers and strengthen our market position and enhance our competitiveness in this fast evolving area.
In terms of sustainability, our group is continuously improving production processes to meet global green standards and the UN's sustainable development principles. We are concluding our second three-year plan since initiating our sustainability efforts in 2016 and have recently launched the “One Heart, One Mind, One Ghim Li” initiative. This initiative integrates our group's environmental and social efforts into a single platform, allowing us to maximize our impact on the environment through unified sustainable goals, while managing and tracking these efforts as a group. This prepares us for future ESG reporting requirements and paves the way for our third three-year plan.
war and the Red Sea crisis, coupled with soft consumer spending. However, we are confident that our global presence in strategic locations, cost competitiveness, focused customer service, and ability to deliver quality products on time will enable us to effectively navigate market turbulence.
Once again, we extend our gratitude to the entire GLG Corp team for their commitment and concerted efforts to ensure that we operate at the highest levels of efficiency and productivity. We are confident that we can continue to make progress on our multi-country strategy and drive sustainability and productivity within our group.
We have successfully obtained sustainability-linked loans from banks with annual carbon emission targets, allowing us to lower interest rates as a group despite the rising interest rate environment. As a company committed to diversity and women's empowerment, we have completed RISE training at our factories to empower female workers, embedding gender equality throughout our supply chain.
On behalf of the board, I would like to express my sincere thanks to all our shareholders, customers, board members, employees, suppliers, stakeholders, and business partners for their continued faith in GLG Corp. We will remain adaptable and nimble as we support our customers in these dynamic economic times, marked by high inflation and an uncertain global outlook.
We recognize the challenges ahead, including ongoing disruptions in the logistics supply chain due to the Ukraine
Warm regards, CEO, GLG Corp
Estina Ang Suan Hong Chairperson and Founder
Felicia Gan Peiling, PBM Chief Executive Officer
G L G C O R P L T D A N N UA L R E P O R T F Y 2 0 2 4
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V I S I O N
To be a WORLD-CLASS LEADER in textiles and apparel, growing in STRATEGIC ALLIANCES with our customers
M I S S I O N
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
Maintaining efficient and effective seamless S UPPLY CHAIN MANAGEMENT
C O R E V A L U E S
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.
Customer Focus Quality and Results Orientation Customer-Focus, where Efficiency
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.
Commitment to Quality Results Orientation, and Efficiency, where we characterized by our build on your business to people taking ownership, deliver this promise at all being accountable for time what needs to be done and getting the job done despite obstacles and difficulties
G L G C O R P L T D A N N UA L R E P O R T F Y 2 0 2 4
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TRANSFORMATION IN SUSTAINABLE FASHION
Energy Reductions
Solid Waste Recycling & Reductions
30% Reduction in Energy Usage (by completing various energy savings projects)
30% Reduction in Waste (Recycling Program & 6S Management System)
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2,175Mt Reduction of Greenhouse Gases 24,001.3Mt Reduction of
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(2018 – 2023) Greenhouse Gases (2018-2023)
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Waste Management
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Wastewater treatment plant
Dehydrate the sludge from wastewater treatment plant before disposal
Packaging
Water Savings
50% Savings of Freshwater used in production (by completing various water saving projects)
All packaging with 100% recycled material
29.9Mt Reduction of Greenhouse Gases (2018-2023)
116922Mt of Freshwater
saved by recycling steam condensate from the broiler & utilizing recycled rainwater for production (2018-2023)
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10% of global greenhouse gas emissions are caused by clothing production (this is more than all international flights and maritime shipping combined).
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Up to 100 billion garments are produced by the fashion industry every year. And each year, as much as 92 million tons of clothing ends up in landfills.
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We are clearly the last generation that can change the course of climate change and we should change starting from today.
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SUSTAINABLE FASHION FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 6 A N N UA L R E P O R T F Y 2 0 2 4
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Energy & Water Reduction
- Since 2017, as a group, we reduce 29,175 mt of CO2 emission which is equivalent to a reduction of 3,281,878.52 gallons of gasoline combusted and counting.
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Transparent roof project to reduce lighting usage.
LED Light
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Install RO plant to recycle 30% of wastewater discharge from production which is equivalent to 26,000 m3/month .
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Utilize back boiler condensate water to save 50% which is equivalent to 1,169,622 mt of fresh water.
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Environment Chemical Safe Product
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To strengthen Healthcare and Garment Chemical Management, Ghim Li uses toxic free chemical products.
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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.
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Bhive is the master platform to analyse and generate individual mills chemical management performance and recommendation for improvements.
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Sustainability Fabrics
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G L G C O R P L T D 7 A N N UA L R E P O R T F Y 2 0 2 4
CORPORATE SOCIAL RESPONSIBILITY
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CAMBODIA
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SEP'23
ONE HEART ONE MIND
Ghim Li Fashion (M) Sdn. Bhd.
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Selling the mats they’ve made to earn a living
Sending our excess pipping fabric to Guan Zi Zai for better use
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Turning the pipping fabrics to Mats
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Sending our excess pipping fabric to Guan Zi Zai for better use
The finished products
Unloading the pipping fabrics for them.
CORPORATE SOCIAL RESPONSIBILITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 8 A N N UA L R E P O R T F Y 2 0 2 4
MALAYSIA
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OCT'23 LAKAR PROGRAM
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The LaKAR (Training, Impact, Analysis, Treat & Refer) program was held at the Maxim Textile Technology Sdn. Bhd. in collaboration with the Kulai District Health Office, this program was inaugurated by the District Health Officer, Kulai District Health Office, Dr. Mohd Anwar Shahrir Bin Ahmad. A total of 362 employees have participated in this program. This effort is part of the Company's commitment in its corporate social responsibility activities to ensure that the welfare and health of employees are maintained in addition to supporting the Malaysian Ministry of
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Maxim Textile Technology Sdn Bhd
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Various activities and fillings have been carried out. Among them, leprosy/TB screening, health screening (ANMS/PeKA), HPV screening, smoking screening, leprosy talk, leprosy exhibition, nutrition exhibition, know your medicine exhibition and healthy lifestyle exhibition. In addition to that, this program is also filled with Mental Health Awareness activities and a lucky draw where all the prizes provided are based on health products approved by the Malaysian Ministry of Health.
Health's goal of reducing the number of leprosy cases in the future towards zero leprosy.
LaKAR is an approach under the PostElimination Strategy to actively detect cases to further reduce the number of leprosy cases towards zero leprosy. Leprosy is included in the Neglected Tropical Disease where this disease is often forgotten or given less priority since it is an ancient disease with a small number of cases and usually occurs among certain communities in society.
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G L G C O R P L T D 9 A N N UA L R E P O R T F Y 2 0 2 4
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SNAPSHOT OF GLG CORP LTD
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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APPAREL SUPPLY CHAIN SERVICES
- Product Design & Styling
> Warehousing, Logistics & Customs Clearance
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Product Development (For Volume Manufacturing)
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Direct Shipment From Manufacturing Origin to Final Distribution Centre of Customer
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Material Sourcing
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Technical Support
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Quality Assurance & Compliance
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CORPORATE SERVICES
General Admin
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Business Development
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Information Technology
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Marketing & Merchandising
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Corporate Affairs & CSR
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Sales
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Finance
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Human Resources &
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FABRIC & APPAREL MANUFACTURING SERVICES
> Production Planning & Control
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Embroidery
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Fabric R&D & Manufacturing
> Wet & Dry Processing
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Apparel Manufacturing
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Printing
US$18,203,000
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SNAPSHOT OF GLG CORP LTD
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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FINANCIAL HIGHLIGHTS FY2024
NET TANGIBLE ASSETS PER SHARE US63.66 cents
US$51,625,000
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SNAPSHOT OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 11 A N N UA L R E P O R T F Y 2 0 2 4
PEOPLE HIGHLIGHTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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0.2% 2.1%
55.6%
22.0%
97.7% Executive Service
Ratio Years
22.4%
Percentage of Employees in Percentage of Employees in
respective Group respective categories
Top Management 0 - 5 years
Middle Management >5 up to 10 years
All Others >10 years
5.4%
30.7% 61.6%
29.5%
38.4%
Age Gender
Distribution Mix
34.4%
Percentage of Employees in Percentage of Employees in
their Age Group their Gender Group
<30 years old Female
>30 up to 40 years old Male
>40 up to 50 years old
>50 years old
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01
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FIRST QUARTER Jul 2023 to Sep 2023 JUL’23:
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02 SECOND QUARTER Oct 2023 to Dec 2023
OCT’23:
03 THIRD QUARTER Jan 2024 to Mar 2024 JAN’24:
04 FOURTH QUARTER Apr 2024 to Jun 2024
KEY EVENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 13 A N N UA L R E P O R T F Y 2 0 2 4
KEY EVENTS
JUL’23
TRADE SHOW: TEXWORLD NYC
The largest sourcing event. create opportunities to support the textile and apparel sourcing community by connecting global manufacturers and suppliers to the U.S. market.
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FEB'24 GHIM LI GLOBAL SUSTAINABILITY JOURNEY
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Started our sustainable journey in 2016 as one of the pilot vendors of our USA customers
SEP’23
MILL WEEK: RCL MILL WEEK, CANADA
It's not just about hoping, wishing and believing. It's about putting in the hard work, a dedicated team with a unified vision, to create a future of Canadas Fashion Playground.
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JAN’24
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MAR'24
NAFA CAREER WEEK
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Participating in Creative Portfolio Review sessions, where industry professionals will engage in one-on-one discussions about portfolio.
In February 2024, Ghim Li established the One Heart One Mind group, which is chaired by our Corporate Environmental Manager.
The One Heart One Mind group organize ESG-related events every financial year, with this year's plans including tree planting initiative and Diversity and Inclusion Training.
Continuous education in the workplace increase skill and knowledge, generate new ideas and perspectives and raise overall employee performance.
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Ghim Li Global is proud to be recognized as a Company of Good, embodying values that prioritize both business excellence and positive social impact
JUN’24
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G L G C O R P L T D A N N UA L R E P O R T F Y 2 0 2 4
14
INNOVATIONS & COLLABORATIONS
NEW PRODUCT INNOVATION
FUNCTIONAL FABRICS
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BOTANICAL DYES
BENEFITS OF BOTANICAL DYES
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INNOVATIONS & COLLABORATIONS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 15 A N N UA L R E P O R T F Y 2 0 2 4
NEW PRODUCT INNOVATION
COZTERRA
CO2 Removal auxiliaries
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Climate change caused by greenhouse gases, where CO2 is the most abundant, is one of the most challenging issues face as humankind.
COzTERRA give meaning and purpose to dormant surfaces, by enabling textiles to remove CO2 from air.
CO2 REMOVAL AGENT ON FABRIC > Our mill partnered with COzTERRA to develop CO2 capture clothing.
COzTERRA facilitating the transformation of every individual into a CO2 removal agent on Earth.
PINEAPPLE LEAF
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Our mill partnered with Nextevo to develop this pineapple leaf fabric
RECYCLED POLYESTER AND REGENERATIVE COTTON
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Use recycled polyester that made from polyester waste and regenerative cotton that securing the health of the land
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TOUGH COTTON™ Organic Cotton
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INNOVATIONS & COLLABORATIONS
G L G C O R P L T D 16 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
Maxim produces mostly cotton and cotton blends such as jersey, rib, interlock, pique, fleece and french terry. It is also into fabric technology such as wrinkle-free, antimicrobial, odor control, Smart Temp, UV protection and quick dry.
TREND INTELLIGENCE
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RESEARCH & PRODUCT DEVELOPMENT
We have Global Design teams located in the USA, Korea, London, Singapore, and Malaysia that provide trend research and product development services:
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Global Shopping Reports
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Customized Market Intelligence
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Reports
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Research & Design
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Sketches / CADS
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Product & Collection Proposals
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Fabric Sourcing & Newness
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Laundry/Wash Techniques
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Graphic & Print Design
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3D
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Co-Development
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INNOVATIONS & COLLABORATIONS
G L G C O R P L T D 17 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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Evolving role of the traditional designers to that must know technical details & sewing construction
3D VIRTUAL TECHNOLOGY
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Investment in 3D technology softwares like CLO and Browzwear
These design softwares are cutting-edge 3D simulation engines that allows one to create true-to-life virtual garment 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.
USE OF VIRTUAL SHOWROOM
We offer Virtual Showrooms with the ability to walk our development &shipment libraries for Ladies,
Men's & Kid's categories.
Our Mission is to:
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Simplify the selection process during virtual meetings
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Enable easier decision-making by providing product images and information
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Provide flexibility so that teams can access product pre or post meetings independently
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INNOVATIONS & COLLABORATIONS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 18 A N N UA L R E P O R T F Y 2 0 2 4
TECHNOLOGY AT MAXIM MILL
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G L G C O R P L T D 19 A N N UA L R E P O R T F Y 2 0 2 4
OPERATIONAL HIGHLIGHTS
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Ghim Li Fashion (M) Sdn. Bhd.
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Established: 1984
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Employees: 435
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Sewing lines: 8
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Capacity: 28,000 dozen per month
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Close proximity to Maxim Textile Technology
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- Quick sample return
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- Vertical set-up
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Maxim Textile Technology Sdn. Bhd.
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Established: 1972
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Employees: 400
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Proximity to garment factory
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ISO Knitting Machine in 24 hours operations
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Dyeing capability of up to 2 million lbs./ month
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Macy’s self-approval colourist
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- Ability to support replenishment
OPERATIONAL HIGHLIGHTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 20 A N N UA L R E P O R T F Y 2 0 2 4
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We have our own textile/ garment factory to allow us to stay competitive in the market and this also allows customers to have more savings and for us to have better control on the quality we provide.
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PT. Ghim Li Indonesia (Outsourced manufacturer)
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Established: 2005
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Employees: 2,000
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Sewing lines: 45
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Capacity: 1.1 million pieces per month
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Average 31 sewer per line divided into day and night shift
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- 5-Day work week
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- The close proximity to Singapore allows access to world-class shipping facilities.
FEM & FSLM
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- VAT, local service tax and import duty exemptions.
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GG Fashion (Cambodia) Co. Ltd.
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Established: 2017
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Employees: 2,200+
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Sewing lines: 50
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Capacity: 1.4 million pieces per month
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G L G C O R P L T D 21 A N N UA L R E P O R T F Y 2 0 2 4
AUDIT COMMITTEE REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
Peter Tan
Chairman, Audit Committee & Independent Director
Dear Shareholders,
Valuation of GLIT Receivables
I am pleased to present the Audit and Risk Committee (“AC”) Report for the financial year ended 30 June 2024 (“FY2024”).
1. Re-appointment of BDO as External Auditor
Audit Independence
The ARC reviewed BDO’s non-audit engagements and other services for FY2024 and confirmed their independence and professional conduct, in accordance with the Corporations Act 2001. We received the independence declaration from BDO on 20 September 2024.
During our meeting on 27 August 2024,. we recommended BDO’s re-appointment as external auditor to the Board, and this recommendation will be presented for shareholders’ approval at the upcoming AGM in November 2024.
2. Key Audit Matters
The Group’s financial statements for FY2024 were reviewed alongside BDO’s Audit Report prior to submission to the Board for approval.
One key audit matter discussed was the recoverability of receivables, given the significant balances involved. The AC closely examined management’s analysis regarding ageing, trends, judgments, and other tests of recoverability, particularly in relation to:
As of 30 June 2024, the GLIT receivables balance was $17,848,000, which was identified as a key audit matter. This valuation involved assessing various assumptions related to the operational cycle, trust receipts, and overall working capital of the Group.
How This Matter Was Addressed in the Auditor’s Report
The auditor’s report indicated the following procedures regarding recoverability as of the reporting date:
-
(a) Trade receivables aging was within acceptable settlement terms aligned with business operational cycle trends.
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(b) The turnover and recoverability of outstanding balances were validated within the trading cycle to meet the Group’s working capital requirements.
We extend our gratitude to Steve May and BDO’s team for their commitment and timely completion of this year’s statutory audit.
Thank you for your continued support.
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Peter Tan Chairman, Audit Committee & Independent Director
G L G C O R P L T D 22 A N N UA L R E P O R T F Y 2 0 2 4
CORPORATE GOVERNANCE STATEMENT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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:
| The Directors in ofce | at the date of this statement are as follows: |
|---|---|
| Name | Position |
| Estina Ang Suan Hong | Executive Chair |
| Khay Ti Por | Deputy Chair and Independent Non-Executive Director |
| 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 pages 43 to 45.
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ESTINA ANG SUAN HONG
Founder, Chairman and Executive Director Member of Nomination & Remuneration Committee
KHAY TI POR
Deputy Chair and Independent Non-Executive Director Member of Nomination & Remuneration Committee, Member of Audit Committee
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FELICIA GAN PEILING, PBM
Chief Executive Officer Executive Director Member of Audit Committee
PETER TAN
Independent Non-Executive Director Chairman of Audit Committee Member of Nomination & Remuneration Committee
GRANT HUMMEL
Independent Non-Executive Director Chairman of Nomination & Remuneration Committee Member of Audit Committee
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 23 A N N UA L R E P O R T F Y 2 0 2 4
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 and Risk 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 and Risk Committee. The name of members of each committee and their attendance at meetings is contained on page 50 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 and Risk Committee charter and Nomination and Remuneration Committee charter and the terms and conditions of the continuous disclosure and shareholder communication policy is made publicly available on the Company’s website.
DIVERSITY
The Company has implemented a Diversity Policy. The Board sets a target of 25% of all Board seats and management positions to be held by women. 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.
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.
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 24 A N N UA L R E P O R T F Y 2 0 2 4
RISK MANAGEMENT POLICY
Risk is an inherent part of GLG, which operates in a highly competitive market sector. GLG 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.
The objectives of the Company’s Risk Management policy is to:
-
§ outline the Group’s approach to risk management;
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§ improve decision-making, accountability and outcomes through the effective use of risk management;
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§ integrate risk management into daily operations of the Group and its outsourced business partners; and
-
§ consider risk appetite in protecting staff and business assets and strategy execution.
GLG is committed to managing risk in order to benefit the Group 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 GLG including its outsourced business partners.
The management of risk is to be integrated into GLG’s existing planning and operational processes and fully recognised in its reporting processes.
CORPORATE GOVERNANCE STRUCTURE
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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
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CORPORATE GOVERNANCE STATEMENT
G L G C O R P L T D 25 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
GROUP STRUCTURE
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----- Start of picture text -----
GLG Corp Ltd
100%
Ghim Li International (S) Pte Ltd
100% 100% 100% 100% 100% 100%
Ghim Li Global Escala Fashion Pte Ghim Li Global G&G Ghim Li Fashion GG Fashion
Pte Ltd Ltd International International (M) Sdn Bhd (Cambodia)
Limited Pte Ltd Co, Ltd
100%
AES (USA) INC 100% 100%
Maxim Textile Maxim Textile
Technology Technology
Pte Ltd Sdn Bhd
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The following table summarises the roles and responsibilities of each level in discharging their duties on risk management:
| 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 efectively managing the risks that afect the achievement |
| of objectives and operational outcomes. Continuously improving risk management policy, | |
| strategy and supporting framework | |
| SENIOR MANAGEMENT | Ensure staf in their business or functional units comply with the risk management policy and |
| foster a culture where risks can be identifed and escalated | |
| STAFF, BUSINESS PARTNERS | Comply with risk management policies and procedures |
| AND CONTRACTORS |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 26 A N N UA L R E P O R T F Y 2 0 2 4
RISK MANAGEMENT REPORTING
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Operational Commercial Strategic
Risks Risks Risks
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OUR MANAGEMENT RISK ASSESSMENT IS AN ENABLING TOOL THAT HIGHLIGHTS KEY RISKS. AND CATEGORIZE SUCH KEY RISKS INTO THE ABOVE COMPONENTS.
RISK COMPONENTS AT A HIGH-LEVEL Management Risk Committee
RISK CATEGORIES UNDER 3 GROUPS
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OPERATIONAL RISKS
-
Operations
-
Outsourced Partner & Manufacturing
-
Legal, Regulatory & Compliance
COMMERCIAL RISKS
-
Customer Business
-
Competitors
-
Reputation
STRATEGIC RISKS
-
Investment
-
External Factors (e.g. Hazards)
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Resources (e.g. Human Resources, Information systems, Corporate resources, Property or Assets, etc.)
-
Finance
The Board is committed to monitoring and mitigating business risks faced by the Group, including the following key risks that have the potential to materially impact its financial prospects:
-
§ Corporate - The Group manages a number of corporate risks including those that have the potential to materially impact the financial prospects of the Group. This includes risks such as competitor risks, investment risk and outsourced partner risks. All the aforementioned risks are managed through the GLG’s Risk Management Policy which includes review and monitoring by the AC and the Board.
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§ Liquidity, Interest Rate, and Credit - The Group’s activities expose it to a variety of financial risks such as interest rates, credit, and liquidity. This risk includes examples such as the ability to collect trade receivables from customers, increases in interest rates and the ability to meet its financial obligations. These risks can adversely affect the Group’s ability to operate profitably or as a going concern. GLG uses different methods to measure the different types of risk to which it is exposed. These methods include sensitivity analysis in the case of cash flow forecasts, interest rates, pricing risks and accounts receivable aging analysis for credit risk. Risk management is carried out by senior executives under policies approved by the AC and the Board and reported accordingly.
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 27 A N N UA L R E P O R T F Y 2 0 2 4
GLG CORP’S RISK MANAGEMENT PROCESS
We implement a 5-step process in risk management as follows:
PRIORITIZATION TO MONITORING & TOP 10 REPORTING Analysing and Prioritizing Monitoring (routine checks by management) selected risks and Reporting;
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KEY RISKS EVALUATION AND CONTROL, COMMUNICATE IDENTIFICATION TREATMENT AND CAPTURE Review the Risk context and Identification Evaluation and Treatment of risks Controlling, Communication and of Specific Key Risks (identify RMA) Knowledge-Capturing
-
§ Material Contracts - The Group regularly enters into material contracts with key customers. Some of risks associated with these material contracts include executing on time and on budget, cash flow, contract management, performance and quality of the product being delivered and procurement. Management manages these material contracts closely and negotiates favourable payment terms and reviews counterparty credit risk to manage cash flow as effectively as possible.
-
§ Cost Controls, Inflation, & Supply Chain Constraints - Rising input costs supply chain constraints and project delays experienced over the past few years have the potential to reduce profit margins where those costs cannot be recovered. Significant input costs include labour, components, materials, and freight. GLG has made systematic interventions like partnering with suppliers to modify design and construction to offer design and optimisation ideas, optimise marker efficiency and adjust fabric widths to manage cost increases and inflation. Concurrently, the Company is digitalising the processes to have real time data to support better line planning, lesser downtime and to raise production efficiencies to curb rising costs of labour.
-
§ Political, Regulatory and Compliance – The Group must comply with a range of statutory requirements in multiple jurisdictions including changes to fiscal or regulatory regimes, adverse changes to tax laws, difficulties in interpreting or complying with local laws, material differences in sustainability standards and practices, or changes to existing political, judicial or administrative policies and changing community expectations. The Group seeks to manage and minimize this risk through its existing risk management framework and uses local service providers where applicable. For instance, the Company uses a local service provider in order to comply with a range of governance requirements which are conditions of its listing on ASX, the Board also approves the relevant governance policy which are subject to review regularly.
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 28 A N N UA L R E P O R T F Y 2 0 2 4
-
§ Anti Bribery and Corruption – Operating in jurisdictions with varying degrees of political, economic and judicial stability, including some countries with a relatively high inherent risk of bribery and corruption, exposes the Group to the risk of unauthorized payments or offers of payments to or by employees, agents or distributors that could be in violation of applicable anti-corruption laws. The Group has a clear Anti Bribery and Anti Corruption Policy and internal controls and procedures to protect against such risks. However, there can be no assurances that such controls, policies and procedures will absolutely protect the Group from potentially improper or criminal acts.
-
§ Environmental, Social, Governance – GLG is keenly aware of the potential risks climate change could present to the Group and its customers across Australia and the rest of the world. Below are the two identified material risks to the business.
-
§ Ethical sourcing – Company’s Modern Slavery Statement published in https://www.ghimli.com/ethics/ identifies that geographic risk depends on the degree of legislation and enforcement in the countries where the group operates, sources supplies from or uses labour hire. The fashion and textile industries are also recognised globally as high risk industries for potential modern slavery. The Company monitors and manages this risk with due diligence, audits, procedures and guidelines for the Company and its customers including its annual reporting under legislative requirements.
-
§ Climate risk - The Board is conscious of its approach in seeking to build a sustainable business as published in annual reports and https://www.ghimli.com/corporate-social-responsibility/. Energy and water become the most important aspects for a company’s operation. For energy, price increase on the non-renewable energy become a challenge to the company and to manage the risk, GLG has the intention to install renewable energy such as solar energy. By having renewable energy, we can also reduce the carbon emission. Since GLG is an apparel production company, water is the important elements, we will need to overcome the water supply quantity and quality. To overcome the problem, we have installed a reverse osmosis at the mill to recycle 30% of its wastewater discharge to reduce freshwater usage.
GLG starting sustainability initiatives from year 2016 and had implemented some measures such as switching to light emitting diode (LED) and installing transparent roofing at some premises, to let natural light in and reduce its reliance on electricity. GLG also implement recycling program and 6S waste management system in the production site to ensure the waste have proper disposal and reduce the waste. In addition, we are now using 100% recycle material for the product packaging.
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 29 A N N UA L R E P O R T F Y 2 0 2 4
AUDIT COMMITTEE
The Audit and Risk Committee reviewed the statement of financial position of the consolidated financial statements of GLG for the financial year ended 30 June 2024, as well as the Independent Auditor’s Report thereon before submitting them to the Board for its approval. The AC 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 AC:
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Key Audit Matters How the Audit Committee reviewed these matters and what decisions were made
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| 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 with |
| for overstatement, | respect to aging, trends and current industry practice. It was noted that the aging of |
| recoverability of | the receivables did not show any customer having old-aged receivables and that the |
| receivables is assessed | balances by key customers within the receivables are in line with current trends in |
| as a risk. | 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 within the operational cycle 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 2024
G L G C O R P L T D 30 A N N UA L R E P O R T F Y 2 0 2 4
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 2024. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 20th September 2024 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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ASX Recommendation Status Reference / Comment
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| 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 direction of GLG. The functions and responsibilities of the Board and management are consistent with ASX Principle 1. A copy of the Board Charter is posted 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 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. |
| 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 (NRC). 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 confirmation from the candidate that he/she will have sufficient time to fulfil his or her responsibilities as a director; and subject to the results of such checks and confirmations, 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 qualifications and experience and the skills they bring to the Board; details of any other listed directorships held by the Director in the preceding 3 years; the term of office already served by the Director; whether the Director is considered to be independent; and recommendation by the Board in respect of the re-election of the Director. |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 31 A N N UA L R E P O R T F Y 2 0 2 4
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ASX Recommendation Status Reference / Comment
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| 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. |
|||
| 1.3 | 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 notification of the Company’s policies. Similarly, senior executives including the CEO and CFO, have a formal job description and services agreement describing their term of office, 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 filings. 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 by the Board. |
| 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 defined “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 defined 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. The Board is 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. There are currently 2 female Executive Directors and 3 male Non-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 Statutory 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 2023/2024 period. |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 32 A N N UA L R E P O R T F Y 2 0 2 4
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ASX Recommendation Status Reference / Comment
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| 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. |
|||
| 1.6 | 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 effectiveness 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. |
| 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 senior executives annually. The Nomination & Remuneration Committee reviews the CEO’s performance annually. The Committee also reviews and approves senior management bonuses. An evaluation was completed during the reporting period. |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 33 A N N UA L R E P O R T F Y 2 0 2 4
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ASX Recommendation Status Reference / Comment
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment | Reference / Comment |
|---|---|---|---|---|
| Principle 2 – Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. |
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| 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 effectively. |
Complying | The Nomination & Remuneration Committee comprises of the following members: Grant Hummel (Chair of NRC) Independent Non- executive Director Peter Tan (Chair of Audit and Risk Committee “AC”) Independent Non- executive Director Khay Ti Por (Deputy Chair) Independent Non- executive Director Estina Ang Chair & Executive Director The Board has a formal NRC comprising three independent directors and the Executive Chair. The Chair of NRC is independent. 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 financial year and the individual attendances of the members at those meetings are disclosed in the Company’s Directors Report. |
CORPORATE GOVERNANCE STATEMENT
G L G C O R P L T D 34 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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ASX Recommendation Status Reference / Comment
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| Principle 2 – Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. |
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| 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 fulfil 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 reflect 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 define strategic objectives, constructively question business plans and implement strategy using commercial judgement. § Financial Acumen - Financial knowledge, accounting or related financial management qualifications 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. § Digital Technology - experience in developing technology strategies, monitoring and implementing technology strategies, and / or in digital innovation in corporate environments. § Industry experience in Customer Management and Manufacturing: experience and knowledge relevant to overseeing the Company’s principal activities including being a global supplier of knitwear, apparel, garments, accessories to a variety of retail customers. § Industry experience in Supply Logistics: experience and knowledge relevant to supply chain management operations. The Board considers that it currently has an appropriate mix of skills and diversity and provides in the Company’s Directors’ Report information about the skills, experience and expertise of each Director. |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 35 A N N UA L R E P O R T F Y 2 0 2 4
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment | Reference / Comment |
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| Principle 2 – Structure the Board to add value A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively. |
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| 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 five Directors as follows: Grant Hummel (Chair of NRC) Independent Non- executive Director Peter Tan (Chair of Audit and Risk Committee “AC”) Independent Non- executive Director Khay Ti Por (Deputy Chair) Independent Non- executive Director Felicia Gan Chief Executive Ofcer & Executive Director Estina Ang Chair & Executive Director 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 the Board meeting process requires Directors to advise the Board of any interest that they have that has the potential to conflict 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 Director has changed, that determination will be disclosed and explained in 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 each year. |
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| 2.4 | A majority of the board of a listed entity should be independent directors. |
Complying | Currently, the Board comprises three independent Non-Executive Directors and two Executive Directors. The Company believes this in an appropriate mix of skills and experience. |
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| 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 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 Ang is the best candidate for the Chair position. |
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| 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 effectively. |
Complying | The Company has procedures and policies in place to assist Directors in fulfilling 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 officer or employee of the Company, or to require the attendance of management at meetings to enable them as Directors to fulfil their duties. |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| Principle 3 – Act ethically and responsibly A listed entity should act ethically and responsibly. |
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| 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 as suspicion of fraud, corruption, criminal acts or acts of reputation risk in relation to the staff/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 final 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 2024
G L G C O R P L T D 37 A N N UA L R E P O R T F Y 2 0 2 4
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment | Reference / Comment |
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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. |
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| 4.1 | A listed entity should: (a) have an audit and risk 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, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) 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 and risk 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. |
Complying | The Board has a formal AC currently comprising three independent Directors and one Executive Director (also the CEO). Grant Hummel (Chair of NRC) Independent Non- executive Director Peter Tan (Chair of Audit and Risk Committee “AC”) Independent Non- executive Director Khay Ti Por (Deputy Chair) Independent Non- executive Director Felicia Gan Chief Executive Ofcer & Executive Director The role of the AC is to advise on financial information prepared for use by the Board or for inclusion in financial statements. The Chair of the AC is Peter Tan. The AC’s functions and powers are formalised in a Charter and is posted on the Website. The number of times that the Audit and Risk Committee met throughout the financial year and the individual attendances of the members at those meetings, and the relevant qualifications and experience of the AC members are disclosed in the Company’s Directors Report and below under ‘Directors Meetings’. |
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| 4.2 | The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial 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 effectively. |
Complying | The Directors are committed to the preparation of financial statements that present a balanced and clear assessment of the Company’s financial position and prospects. The Board reviews GLG’s half yearly and annual financial statements. The Board requires that the CEO and CFO state it writing that GLG’s financial reports present a true and fair view, in all material respects, of the Company’s financial 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 effectively. |
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| 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 verified 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 2024
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| 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 effect on the price or value of its securities. |
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| 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 established procedures designed to ensure compliance with the ASX Listing Rule 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 a reasonable person would expect to have a material effect on the price 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 market participants. The documented policy is posted on the Website. |
| 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 the presentation. |
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 2024
G L G C O R P L T D 39 A N N UA L R E P O R T F Y 2 0 2 4
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| 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 effectively. |
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| 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 affecting GLG’s state of affairs 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 explanatory material on the Website. |
| 6.2 | A listed entity should design and implement an investor relations program to facilitate effective 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 at general meetings. Management and/or Directors may meet with shareholders from time to time upon request and respond to any enquiries they may make. |
| 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 affecting 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 2024
G L G C O R P L T D 40 A N N UA L R E P O R T F Y 2 0 2 4
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| Principle 7 – Recognise and Manage Risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework |
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| 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 identification of specific 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 financial 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 financing, forex etc); 9. Reputation risks; and 10. External factor risks. 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 2024
G L G C O R P L T D 41 A N N UA L R E P O R T F Y 2 0 2 4
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| Principle 7 – Recognise and Manage Risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework |
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| 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 AC 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 effectiveness 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 AC and in turn to the Board; the Board is satisfied that the processes in place to identify the Company’s material business risks are appropriate and that these risks are being effectively managed. GLG’s risk management processes continue to be monitored and reported against. A copy of GLG’s Risk Management Policy is 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 identification and management of these material risks. |
CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 42 A N N UA L R E P O R T F Y 2 0 2 4
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| ASX Recommendation | ASX Recommendation | Status | Reference / Comment |
|---|---|---|---|
| Principle 8 – Remunerate fairly and responsibly A listed entity should pay director remuneration sufficient 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. |
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| 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 Chair of the Nomination & Remuneration Committee is independent. 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 Officer, Senior Executives and Directors themselves. This role also includes responsibility for share option schemes, incentive performance packages and retirement and termination entitlements. Remuneration levels are competitively set to attract the most qualified 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 financial 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 Directors’ Report. The structure of Non-Executive Directors’ remuneration is distinct from that of executives. |
| 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 summary of it. |
Complying | Currently the Company does not have an equity based remuneration scheme. |
G L G C O R P L T D 43 A N N UA L R E P O R T F Y 2 0 2 4
DIRECTOR'S REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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 2024. In order to comply with the provisions of the Corporations Act 2001 (Cth), 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 has over 47 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 and Risk 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 a Vice President of the Singapore Fashion Council (SFC) (previously known as Textile and Fashion Federation (Singapore)), director and shareholder of Singapore Fashion Council (SFC) Holding Pte Ltd and a co-Deputy President of the Centre for Trade Excellence (TE).
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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KHAY TI POR
Deputy Chair and Independent Non-Executive Director
Mr Por was appointed as an independent non-executive director of the Board effective from 25 October 2022. He is currently also serving as member of Nomination and Remuneration Committee and Deputy Chairman and member of the Audit and Risk Committee.
Mr Por has more than 30 years’ experience in international manufacturing and trading, on government boards and varied manufacturing industries such as printed circuit boards, leather upholsteries, furniture, technology, and apparel. Currently CEO of Adventech (S) Pte Ltd a supplier of printed circuits boards to MNCs in North Asia and ASEAN countries.
He served The Economic Development Board (“EDB”) for 13 years in four divisions (Projects, Investment, International and Local Enterprises), of which 5 years were in the United States of America. The EDB is the lead government agency under the Ministry of Trade and Industry of the Singapore Government. Mr Por’s final role in the EDB was the Head of the Loans and Grants Department. In addition, he served two terms on the Board of Intellectual Property Office of Singapore (a statutory board under the Ministry of Law). Subsequently he joined the private sector where he gained experience in manufacturing industries and developed his board management skills.
Mr Por has a BSc (Hons) degree in Mechanical Engineering and a post-graduate Diploma in Business Administration. He was a member of the Strategic Planning Committee of Asian Productivity Organisation, a Founding member of SFIC Institute (training and development initiative for the furniture industry), Executive Committee Member of Singapore Furniture Industries Council (SFIC) and Honorary Secretary of the Singapore Manufacturers Federation.
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PETER TAN
Independent Non-Executive Director
Peter Tan was appointed as an independent non-executive director of the Board effective from 15 October 2019. He is currently the Chair of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee.
Mr Tan has more than 40 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 and Risk 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.
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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GRANT HUMMEL
Independent Non-Executive Director
Grant Hummel was appointed to the Board as an independent non-executive director on 1 December 2018. Mr. Hummel is a member of the Audit and Risk 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 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).
Grant is a Non-executive Director of ASX listed company, Next Science Limited, and was appointed in August 2023.
BOARD SKILLS MATRIX
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Strategic and Commercial Acumen
Financial Acumen
Risk & Compliance
Executive Leadership
Diversity
International/Global
Industry Experience -
Customer Management and Manufacturing
Industry Experience - Supply Logistics
Digital and Technology
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.
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 46 A N N UA L R E P O R T F Y 2 0 2 4
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 2024.
| Directors | Fully Paid Ordinary Shares |
|---|---|
| As at 1 July 2023 Acquisitions FY24 Disposals FY24 As at 30 June 2024 |
|
| Estina Ang Suan Hong Felicia Gan Peiling Khay Ti Por 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 51 to 57.
SHARE OPTIONS GRANTED TO DIRECTORS AND SENIOR MANAGEMENT
During and since the end of the financial year no share options (2023: nil) were granted to the directors as part of their remuneration.
COMPANY SECRETARY
Mr. Hasaka Martin resigned as Company Secretary on 19 September 2023. Ms Jade Cook, the Company Secretary is an employee of Source Governance Pty Ltd (the Company’s Corporate Secretarial provider) and is the appointed Company Secretary for a number of Companies, including ASX listed, private unlisted, and smaller private start-up companies.
Jade Cook
Ms Cook has experience in a variety of companies in an in-house and outsourced capacity working with the Board, senior management and other stakeholders, Her expertise in governance and corporate secretarial is in professional services firms across several jurisdictions. Ms Cook is a Chartered Secretary and an Associate of the Chartered Governance Institute UK and Ireland. She holds a Bachelor’s degree in Business Management and a Master’s degree in Corporate Governance.
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. Mr Martin resigned as Company Secretary on 19 September 2023.
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 47 A N N UA L R E P O R T F Y 2 0 2 4
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 and supply chain management operations.
REVIEW OF OPERATIONS
Comparison of Consolidated Statement of Profit or Loss and Comprehensive Income for the financial year ended 30 June 2024 with that of 30 June 2023.
GLG’s revenue slightly increased by 0.1% from US$116.5m to US$116.6m during the financial year ended 30 June 2024 (“FY2024”). This was mainly attributable to the increase in sales from existing customers during the year netted off by the loss of a major customer as noted in prior year and fierce market competition which resulted in price reductions and ability to retain customers.
The gross profit margin decreased from 18.4% in FY2023 to 15.6% in FY2024 due to price competition and lack of orders to meet the optimal level of production capacity. The price challenges have also resulted in the reduction in the gross profit margin of the Group.
Other income decreased by US$4.0m from US$4.4m to US$0.4m as compared to the previous corresponding financial year ended 30 June 2023. This was mainly due to one-off gain on modification of lease terms of US$1.0m as a result of renegotiated terms of lease from 5 years to 2 years from major shareholder, Ghim Li Group Pte Ltd and write-back of the accruals for the later shipment claim of US$2.8m in the financial year ended 30 June 2023 (“FY2023”).
Selling and distribution costs decreased by 30.8% from US$9.2m to US$6.3m as compared to the previous corresponding financial year ended 30 June 2023. This was mainly due to lower duty and freight cost incurred on Land-Duty Paid customers’ orders and decline in global freight rates over the period as a flow on improvement from COVID recovery, stabilisation of global supply chains and the decrease in customs duty.
Administrative expenses decreased by 2.6% from US$10.7m in the previous year to US$10.4m in the current financial year. The overall decrease was mainly due to cost reduction to streamline the manpower cost during the year.
Finance costs increased by 4.8% from US$2.2m to US$2.3m in FY2024 as compared to the previous corresponding financial year. The increase was mainly due to higher interest rates on loans given the current market conditions.
Other expenses decreased by 38.7% from US$5.0m to US$3.1m in the FY2024 as compared to the previous corresponding financial year. The decrease was mainly due to write off of deposits with an outsourced manufacturer of US$2.0m in relation to the decrease in revenue and thereby reduction of allocated production to the third-party manufacturer resulting in the closure of the third-party manufacturer, US$1.1m impairment of a claim made against the previous owner of the Group’s Cambodian subsidiary’s assets and the buyer of raw materials for their outstanding tax obligations as a result of a tax audit for the period from 2017 to 2019 and commitment fee of US$0.8m paid to outsourced manufacturer. The decrease was offset by the increase in impairment and write-off of obsolete fixed assets of US$2.1m in the FY2024.
GLG’s net loss after tax for FY2024 amounted to US$3.7m, compared with a loss of US$2.0m in the corresponding financial year. The increase in net loss after tax was mainly due to the revenue generated with lower margin in these macro-economic conditions and high borrowing interest rate.
The visibility of the trading conditions has stabilised and the possibility of the reduction of bank interest rate and the improvement of the production process. The group expects the gross profit and result to reflect some improvement in FY2025.
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 48 A N N UA L R E P O R T F Y 2 0 2 4
REVIEW OF OPERATIONS (cont’d)
Comparison of the Consolidated Statement of Financial Position as at 30 June 2024 with that of 30 June 2023.
Inventory decreased by 4.2% from US$25.5m as at 30 June 2023 to US$24.4m as at 30 June 2024. This was mainly due to decline in customers’ order which resulted in reduction of raw materials and work-in-progress in the factories.
Property, plant and equipment decreased by 16.4% from US$26.5m as at 30 June 2023 to US$22.2m as at 30 June 2024 mainly due to the depreciation, impairment and write-off of surplus and obsolete fixed assets of US$2.1m in FY2024.
The right-of-use assets decreased by 49.9% from US$3.7m as at 30 June 2023 to US$1.8m as at 30 June 2024 mainly due to the amortisation of right-of-use assets.
The intangible assets decreased by 9.4% from US$2.9m as at 30 June 2023 to US$2.6m as at 30 June 2024 mainly due to the amortisation of intangible assets.
Trade and other payables decreased by 29.9% from US$16.1m as at 30 June 2023 to US$11.3m as at 30 June 2024, primarily resulting from decrease in advanced purchases of raw materials such as yarn and fabric and settlement of payables. In addition, there was a payment of intercompany balance to Ghim Li Group, parent entity that amounted to US$2.4m during the period.
Current and non-current borrowings decreased by 10.0% from US$36.5m as at 30 June 2023 to US$32.9m as at 30 June 2024. The decrease was mainly due to a decrease in trust receipts and loan settlement to the financial institution.
Comparison of the Consolidated Statement of Cash Flows for the financial year ended 30 June 2024 with that of 30 June 2023.
In FY2024, net cash flow from operating activities amounted to US$1.8m as compared to previous corresponding financial year of US$22.8m, mainly due to prompt settlement of payables and lower receipt from customers this financial year. In addition, the interest paid during the year increased from $1.5m in FY2023 to $2.2m in FY2024.
Net cash flows used in investing activities amounted to US$0.9m as compared to previous corresponding financial year of cash flow from investing activities of US$0.2m. The movement was mainly due to investment in new machineries in fabric factory to increase the productivity and new order requirements, whilst the cash flow in prior year included a one-off refund of rental deposits as a result of modification of lease terms.
Net cash used in financing activities amounted to US$8.0m as compared to previous corresponding financial period of US$17.7m. This decrease was mainly due to lesser payment in borrowings as a result of lower purchases of inventory and lesser advanced purchases of yarn, netted by the increase of repayment to Ghim Li Group by US$2.4m.
As a result of the above, there was a net decrease of US$7.1m in cash and cash equivalents from FY2024, from a net cash surplus of US$19.2m as at 30 June 2023 to a net cash surplus of US$12.0m as at 30 June 2024.
We believe the balance cash position and forecast cash flow from continuing operations of GLG remains adequate to meet our working capital, capital expenditures, debt servicing and other funding requirements.
CHANGES IN STATE OF AFFAIRS
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
DIRECTOR'S REPORT
G L G C O R P L T D 49 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
DIVIDENDS
In respect of the financial year ended 30 June 2024, the Directors do not recommend the payment of an interim/final dividend.
In respect of the financial year ended 30 June 2023, no dividend was declared dividend.
ANNUAL GENERAL MEETING
The Company plans to hold the 2024 Annual General Meeting on 27 November 2024. The deadline to receive director nominations is 10 October 2024.
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 (2023: 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 2024
G L G C O R P L T D 50 A N N UA L R E P O R T F Y 2 0 2 4
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 and Risk Committee meetings were held:
| Board | of directors | Nomination & | Nomination & | Audit committee | Audit committee | |
|---|---|---|---|---|---|---|
| remuneration committee | ||||||
| Directors | Held | Attended | Held | Attended | Held | Attended |
| Estina Ang Suan Hong | 7 | 6 | Note 1 | 3 | 4 | 4 |
| Felicia Gan Peiling | 7 | 7 | 3 | 3 | Note 2 | 4 |
| Khay Ti Por | 7 | 7 | 3 | 3 | 4 | 4 |
| Grant Hummel | 7 | 7 | 3 | 3 | 4 | 4 |
| Peter Tan | 7 | 7 | 3 | 3 | 4 | 4 |
Note 1: Madam Estina attended as invitee to all ARC Meetings. Note 2: Ms Felicia attended as invitee to all NRC Meetings.
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 and Risk 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 58 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 2024
G L G C O R P L T D 51 A N N UA L R E P O R T F Y 2 0 2 4
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 2024. 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
-
§ Felicia Gan Peiling as Executive Director and Chief Executive Officer
-
§ Khay Ti Por as Deputy Chair and Independent Non-Executive Director
-
§ Grant Hummel as Independent Non-Executive Director
-
§ 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
-
§ 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 2024
G L G C O R P L T D 52 A N N UA L R E P O R T F Y 2 0 2 4
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 2024:
| 30 | June 2024 | 30 June 2023 | 30 | June 2022 | 30 June 2021 | 30 June 2020 | |
|---|---|---|---|---|---|---|---|
| US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |||
| Revenue from all sources | 116,555 | 116,489 | 199,609 | 183,804 | 178,047 | ||
| Net (loss)/proft before tax | (3,553) | (1,218) | 6,843 | 3,890 | 5,223 | ||
| Net (loss)/proft after tax | (3,685) | (1,952) | 5,184 | 2,261 | 3,796 | ||
| Share price at start of year | $0.15 | $0.19 | $0.27 | $0.10 | $0.09 | ||
| Share price at end of year | $0.14 | $0.15 | $0.19 | $0.27 | $0.10 | ||
| Total Dividend (unfranked) | – | – | $0.015 | $0.020 | – | ||
| Basic earnings per share | (4.97) cps | (2.63) cps | 7.00 cps | 3.05 cps | 5.12 cps | ||
| Diluted earnings per share | (4.97) cps | (2.63) cps | 7.00 cps | 3.05 cps | 5.12 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 2024
G L G C O R P L T D 53 A N N UA L R E P O R T F Y 2 0 2 4
ELEMENTS OF KEY MANAGEMENT PERSONNEL REMUNERATION
Remuneration packages contain the following key elements:
-
(a) Short-term employment benefits – salaries/fees, salary supplement; and
-
(b) Post-employment benefits
| 2024 | 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 Khay Ti Por Felicia Gan Peiling1 Executives Lee Kwak Keh Susan Yong Lee Li San Total |
538,656 – – – 4,618 – – 543,274 |
|
| 44,617 – – – – – – 44,617 |
||
| 40,012 – – – – – – 40,012 |
||
| 43,278 – – – – – – 43,278 |
||
| 324,529 – – – 9,838 – – 334,367 |
||
| 991,092 – – – 14,456 – – 1,005,548 |
||
| 110,847 5,936 – – 5,606 – – 122,389 |
||
| 143,789 7,420 – – 6,557 – – 157,766 |
||
| 113,407 11,129 – – 11,730 – – 136,266 |
||
| 368,043 24,485 – – 23,893 – – 416,421 |
||
| 1,359,135 24,485 – – 38,349 – – 1,421,969 |
- 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.
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 54 A N N UA L R E P O R T F Y 2 0 2 4
ELEMENTS OF KEY MANAGEMENT PERSONNEL REMUNERATION (cont’d)
| 2023 | Short term employment benefts 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$ |
|
|---|---|---|
| Directors Estina Ang Suan Hong1 Peter Tan Grant Hummel Khay Ti Por2 Felicia Gan Peiling1 Executives Lee Kwak Keh Susan Yong Lee Li San Total |
531,362 43,914 – – 6,214 – – 581,490 |
|
| 39,714 – – – – – – 39,714 |
||
| 32,650 – – – – – – 32,650 |
||
| 23,605 – – – – – – 23,605 |
||
| 309,595 25,617 – – 12,691 – – 347,903 |
||
| 936,926 69,531 – – 18,905 – – 1,025,362 |
||
| 109,346 9,002 – – 5,113 – – 123,461 |
||
| 142,721 11,710 – – 6,821 – – 161,252 |
||
| 86,950 9,515 – – 10,576 – – 107,041 |
||
| 339,017 30,227 – – 22,510 – – 391,754 |
||
| 1,275,943 99,758 – – 41,415 – – 1,417,116 |
- 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.
- Khay Ti Por appointed as Independent Non-Executive Director on 25 October 2022.
DIRECTOR'S REPORT
G L G C O R P L T D 55 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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:
| Directors | Remuneration linked Fixed remuneration to performance 2024 2023 2024 2023 |
|---|---|
| Estina Ang Suan Hong Peter Tan Grant Hummel Khay Ti Por Felicia Gan Peiling Executives |
100% 92.4% – 7.6% |
| 100% 100% – – |
|
| 100% 100% – – |
|
| 100% 100% – – |
|
| 100% 92.6% – 7.4% |
|
| Lee Kwak Keh Susan Yong Lee Li San |
95.1% 92.7% 4.9% 7.3% |
| 95.3% 92.7% 4.7% 7.3% |
|
| 91.8% 91.1% 8.2% 8.9% |
Note: Fixed remuneration consists of base pay plus other fixed allowances paid to the individual on a regular basis, whilst Performancelinked remuneration refers to variable bonus paid to the individual, dependent on company financial results and individual’s performance.
SALARY SUPPLEMENT AS COMPENSATION FOR THE CURRENT FINANCIAL YEAR
Madam Estina Ang Suan Hong was not granted a salary supplement (2023: US$43,914) during the financial year ended 30 June 2024.
Ms Felicia Gan Peiling was not granted a salary supplement (2023: US$36,849) during the financial year ended 30 June 2024.
Ms Susan Yong was granted a salary supplement on 24 February 2024 of US$7,420 (2023: US$11,710) during the financial year ended 30 June 2024. The amount was paid on 24 February 2024 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 24 February 2024 of US$5,936 (2023: US$9,002) during the financial year ended 30 June 2024. The amount was paid on 24 February 2024 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 24 February 2024 of US$11,129 (2023: US$9,515) during the financial year ended 30 June 2024. The amount was paid on 24 February 2024 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 loans to key management personnel.
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL IN GLG
There have been no other transactions between GLG and key management personnel.
DIRECTOR'S REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 56 A N N UA L R E P O R T F Y 2 0 2 4
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. |
|
|---|---|
| 2024 Estina Ang Suan Hong (indirect holding through Ghim Li Group Felicia Gan Peiling (including indirect holding through Ghim Li Group) Lee Kwak Keh Susan Yong Lee Li San 2023 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 |
|
| – – 50,000 – 50,000 |
|
| – – 50,000 – 50,000 |
|
| – – 50,000 – 50,000 |
|
| 53,338,000 – – – 53,338,000 |
|
| 55,560,000 – – – 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 2024:
Position Key term of service agreements
-
Chair § Base salary: US$538,656 (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.
-
§ Salary supplement/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 2024
G L G C O R P L T D 57 A N N UA L R E P O R T F Y 2 0 2 4
Chief Executive Officer
-
§ Base salary: US$324,529 (SG$437,400) excluding superannuation. The contract for remuneration is in Singapore Dollars.
-
§ Term: no fixed term
-
§ Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.
-
§ Salay supplement/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.
-
§ Salary supplement/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 Directors
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Felicia Gan Peiling, PBM Chief Executive Officer Singapore, 20th September 2024
G L G C O R P L T D 58 A N N UA L R E P O R T F Y 2 0 2 4
AUDITOR'S INDEPENDENCE DECLARATION TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF GLG CORP LTD
G L G C O R P L T D 59 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF GLG CORP LTD FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 60 A N N UA L R E P O R T F Y 2 0 2 4
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INDEPENDENT AUDITOR'S REPORT TO THE DIRECTORS OF GLG CORP LTD
G L G C O R P L T D 61 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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51 57
G L G C O R P L T D 62 A N N UA L R E P O R T F Y 2 0 2 4
DIRECTOR'S DECLARATION
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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 the Corporations Regulation 2001 and giving a true and fair view of the financial position of the consolidated entity as at 30 June 2024 and of its performance for the financial year ended on that date;
-
(d) in the Directors’ opinion, the information in the Consolidated Entity Disclosure Statement is true and correct; and
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(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 Directors
Felicia Gan Peiling, PBM Chief Executive Officer Singapore, 20th September 2024
G L G C O R P L T D 63 A N N UA L R E P O R T F Y 2 0 2 4
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
| Note | Consolidated 2024 2023 US$’000 US$’000 |
|---|---|
| Revenue 5 Cost of sales Gross proft Other income 5 Distribution expenses Administration expenses 6 Finance costs 7 Other expenses 8 Loss before income tax expense Income tax expense 10 Loss for the year Other comprehensive income: Items that will not be reclassifed subsequently to proft or loss: Revaluation defcit, on land and building, net of tax Other comprehensive income, net of tax Total comprehensive loss for the year Earnings per share: Basic (cents per share) 21 Diluted (cents per share) 21 |
116,555 116,489 (98,352) (95,002) |
| 18,203 21,487 411 4,395 (6,343) (9,160) (10,435) (10,712) (2,307) (2,201) (3,082) (5,027) |
|
| (3,553) (1,218) (132) (734) (3,685) (1,952) |
|
| (5) (673) |
|
| (5) (673) |
|
| (3,690) (2,625) |
|
| (4.97) (2.63) (4.97) (2.63) |
Notes to the Financial Statements are included on pages 67 to 108.
G L G C O R P L T D 64 A N N UA L R E P O R T F Y 2 0 2 4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
| Note | Consolidated 2024 2023 US$’000 US$’000 |
|---|---|
| Current assets Cash and cash equivalents Trade and other receivables 11 Inventory 13 Current tax receivable 10 Other assets 16 Total current assets Non-current assets Other fnancial assets 12 Trade and other receivables 11 Intangible assets 15 Right-of-use assets 27 Property, plant and equipment 14 Total non-current assets Total assets Current liabilities Trade and other payables 17 Borrowings 18 Lease liability 27 Current tax liabilities 10 Total current liabilities Non-current liabilities Borrowings 18 Lease liability 27 Deferred tax liabilities 10 Total non-current liabilities Total liabilities Net assets Equity Issued capital 19 Revaluation reserves 26 Merger reserves 26 Retained earnings 20 Total equity |
12,015 19,159 27,795 27,703 24,402 25,463 132 – 1,174 1,192 |
| 65,518 73,517 |
|
| 5,559 5,559 2,700 2,700 2,623 2,896 1,832 3,660 22,155 26,494 |
|
| 34,869 41,309 |
|
| 100,387 114,826 |
|
| 11,279 16,087 32,470 34,002 1,401 1,859 63 211 |
|
| 45,213 52,159 |
|
| 360 2,468 569 2,000 2,620 2,884 |
|
| 3,549 7,352 |
|
| 48,762 59,511 |
|
| 51,625 55,315 |
|
| 10,322 10,322 2,269 2,274 (14,812) (14,812) 53,846 57,531 |
|
| 51,625 55,315 |
Notes to the Financial Statements are included on pages 67 to 108.
G L G C O R P L T D 65 A N N UA L R E P O R T F Y 2 0 2 4
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
| Asset Issued Revaluation Merger Retained Capital Reserve Reserve Earnings Total US$’000 US$’000 US$’000 US$’000 US$’000 |
|
|---|---|
| Consolidated Balance at 1 July 2022 Dividend declared Loss after income tax expense Other comprehensive income for the year, net of tax Total comprehensive income Balance at 30 June 2023 Balance at 1 July 2023 Loss after income tax expense Other comprehensive income for the year, net of tax Total comprehensive income Balance at 30 June 2024 |
10,322 2,947 (14,812) 60,594 59,051 – – – (1,111) (1,111) – – – (1,952) (1,952) – (673) – – (673) |
| – (673) – (1,952) (2,625) |
|
| 10,322 2,274 (14,812) 57,531 55,315 |
|
| 10,322 2,274 (14,812) 57,531 55,315 – – – (3,685) (3,685) – (5) – – (5) |
|
| – (5) – (3,685) (3,690) |
|
| 10,322 2,269 (14,812) 53,846 51,625 |
Notes to the Financial Statements are included on pages 67 to 108.
G L G C O R P L T D 66 A N N UA L R E P O R T F Y 2 0 2 4
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
| Note | Consolidated 2024 2023 US$’000 US$’000 |
|---|---|
| Cash fows from operating activities Receipts from customers 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 provided by operating activities 25(c) Cash fows from investing activities Purchase of property, plant and equipment Disposal of property, plant and equipment Purchase software Rental deposit refunded Net cash (used in)/ from investing activities Cash fows from fnancing activities Repayment of borrowings Repayments of lease liability Net repayments to from Ghim Li Group Dividend paid Net cash used in fnancing activities 25(d) Net (decrease)/ 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) |
116,138 128,936 (112,093) (102,935) 622 (544) 105 44 (2,158) (1,537) (149) (379) (655) (754) |
| 1,810 22,831 |
|
| (744) (1,194) 5 36 (198) - - 1,312 |
|
| (937) 154 |
|
| (3,640) (13,514) (2,038) (2,069) (2,339) (1,025) – (1,111) |
|
| (8,017) (17,719) |
|
| (7,144) 5,266 |
|
| 19,159 13,893 12,015 19,159 |
Notes to the Financial Statements are included on pages 67 to 108.
G L G C O R P L T D 67 A N N UA L R E P O R T F Y 2 0 2 4
NOTES TO THE FINANCIAL REPORT
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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, 15, Harvey Road, Level 42, 264-278 George Street, Singapore 369930 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 and supply chain management operations.
2. MATERIAL 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 20th September 2024.
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.
The company will be able to continue as a going concern and it is appropriate to adopt the going concern basis in the preparation of the financial report.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 68 A N N UA L R E P O R T F Y 2 0 2 4
2. MATERIAL 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 liability - Level 2
-
There were no transfers between levels during the period.
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 69 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
2. MATERIAL ACCOUNTING POLICIES (cont’d)
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 2024. The consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
(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.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 70 A N N UA L R E P O R T F Y 2 0 2 4
2. MATERIAL ACCOUNTING POLICIES (cont’d)
Standards and Interpretations adopted (cont’d)
- (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.
- (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.
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 71 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
2. MATERIAL ACCOUNTING POLICIES (cont’d)
Standards and Interpretations adopted (cont’d)
(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.
- (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.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 72 A N N UA L R E P O R T F Y 2 0 2 4
2. MATERIAL ACCOUNTING POLICIES (cont’d)
Standards and Interpretations adopted (cont’d)
- (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.
Key estimates and judgements are relevant to impairment of receivable, revaluation of property plant and equipment and determining the lease terms and incremental borrowing rates. Refer to Notes 11, Notes 14 and Notes 27 for further details. 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 2024
G L G C O R P L T D 73 A N N UA L R E P O R T F Y 2 0 2 4
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$20.1m (2023: US$21.7m), US$22.5m (2023: US$19.5m) and US$25.2m (2023: US$27.0m) derived from three single customers of the Group. Each of these separate revenues amount to more than 10% of the Company’s revenues from external customers.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Fabric the manufacture and wholesaling of fabric Garments the manufacturing and wholesaling of garments
Intersegment transactions
Intersegment transactions were made at market rates. The garment retailing operating segment purchases fabric from the fabric manufacturing operating segment. Intersegment transactions are eliminated on consolidation.
Operating segment information
| Operating segment information | ||
|---|---|---|
| Consolidated – 30 June 2024 | Fabric Intersegment Manufacturing Garment eliminations US$’000 US$’000 US$’000 |
Total US$’000 |
| Revenue Sales to external customers Intersegment sales Total revenue Interest received Depreciation Amortisation Bad and doubtful debts Write-of of property, plant and equipment Unrealised proft EBIT Finance costs Loss before income tax expense Income tax expense Loss after income tax expenses |
588 115,967 – 35,649 – (35,649) |
116,555 – |
| 36,237 115,967 (35,649) |
116,555 | |
| 41 64 – |
105 | |
| (2,190) (765) – |
(2,955) | |
| (208) (2,430) 190 |
(2,448) | |
| – (49) – |
(49) | |
| (553) (1,543) – |
(2,096) | |
| – – (138) |
(138) | |
| (1,207) (39) – |
(1,246) (2,307) |
|
| (3,553) (132) |
||
| (3,685) |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 74 A N N UA L R E P O R T F Y 2 0 2 4
4. SEGMENT INFORMATION (cont’d)
| SEGMENT INFORMATION (cont’d) | SEGMENT INFORMATION (cont’d) | SEGMENT INFORMATION (cont’d) | |
|---|---|---|---|
| Fabric Intersegment Manufacturing Garment Corporates eliminations Consolidated – 30 June 2024 US$'000 US$'000 US$'000 US$’000 |
Total US$’000 |
||
| Assets Liabilities Consolidated – 30 June 2023 |
36,454 | 119,980 107,647 (163,694) |
100,387 |
| (19,190) | (67,085) (17,455) 54,968 |
(48,762) | |
| Fabric Intersegment Manufacturing Garment eliminations US$’000 US$’000 US$’000 |
Total US$’000 |
||
| Revenue Sales to external customers 409 116,080 – Intersegment sales 38,359 – (38,359) Total revenue 38,768 116,080 (38,359) Interest received 41 3 – Depreciation (2,365) (910) – Amortisation (195) (2,626) 198 Impairment of claims from tax settlement – (1,097) – Bad and doubtful debts – (30) 6 Impairment of deposits from outsourced manufacturer – (2,000) – Unrealised proft (45) (505) – EBIT (1,618) 2,601 – Finance costs Loss before income tax expense Income tax expense Loss after income tax expense Fabric Intersegment Manufacturing Garment Corporates eliminations Consolidated – 30 June 2023 US$'000 US$'000 US$'000 US$’000 |
409 116,080 – 38,359 – (38,359) |
116,489 – |
|
| 38,768 116,080 (38,359) |
116,489 | ||
| 41 3 – |
44 | ||
| (2,365) (910) – |
(3,275) | ||
| (195) (2,626) 198 |
(2,623) | ||
| – (1,097) – |
(1,097) | ||
| – (30) 6 |
(24) | ||
– (2,000) – |
(2,000) | ||
| (45) (505) – |
(550) | ||
| 983 (2,201) |
|||
| (1,218) (734) |
|||
| (1,952) | |||
| Total US$’000 |
|||
| Assets Liabilities |
39,130 134,707 113,511 (172,522) |
114,826 | |
| (19,580) (80,461) (23,534) 64,064 |
(59,511) |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 75 A N N UA L R E P O R T F Y 2 0 2 4
4. SEGMENT INFORMATION (cont’d)
Revenue attributable to external customers is disclosed below, based on the location of the external customer:
| Fabric 2024 2023 US$’000 US$’000 |
|
|---|---|
| India Hong Kong Malaysia Others |
152 319 204 – 91 90 141 – |
| 588 409 |
|
| Garment 2024 2023 US$’000 US$’000 |
|
| Canada Europe Japan Singapore USA Cambodia Malaysia Others |
23,696 19,797 892 1,347 – 10 521 153 90,399 93,502 160 712 105 463 194 96 |
| 115,967 116,080 |
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.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 76 A N N UA L R E P O R T F Y 2 0 2 4
5. REVENUE (cont’d)
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.
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Revenue from the sale of goods Other income Write-back of accruals for late shipment claim(i) Gain on modifcation of lease terms of ROU assets Sample income Interest income Insurance compensation Recovery of bad debts receivable Government grant Other Total other income* |
116,555 116,489 |
| – 2,765 – 958 34 22 105 44 – 194 – 107 170 45 102 260 |
|
| 411 4,395 |
|
| 116,966 120,884 |
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.
-
(i) In financial year 2023, the provision of $2.8m has been reversed as management was able to negotiate the waiver of the prior year balance. No additional penalty provision is required at 30 June 2024 given the delivery periods are back to pre-covid levels with no delays incurred.
6. ADMINISTRATION EXPENSES
| ADMINISTRATION EXPENSES | |
|---|---|
| Consolidated 2024 2023 US$’000 US$’000 |
|
| Employee compensation Leased rental and equipment expenses Management fees Insurance Couriers Depreciation and amortisation Other administration expenses |
6,733 6,846 145 138 118 183 285 340 327 393 1,979 2,035 848 777 |
| 10,435 10,712 |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 77 A N N UA L R E P O R T F Y 2 0 2 4
7. FINANCE COSTS
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Interest on loans Interest on lease Interest on obligations under fnance leases Bank charges Total interest and bank charges Line of credit charges |
378 451 149 379 2 3 183 214 |
| 712 1,047 1,595 1,154 |
|
| 2,307 2,201 |
8. OTHER EXPENSES
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Commitment fee(i) Legal and professional fee Bad and doubtful debts Impairment of deposits from outsourced manufacturer(iii) Impairment of claim from tax settlement(ii) Write-of of property, plant and equipment(iv) Others |
– 778 497 359 49 24 – 2,000 – 1,097 2,096 1 440 768 |
| 3,082 5,027 |
-
(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.
-
(ii) During the year ended 30 June 2022, a tax audit was conducted in respect of the Group’s Cambodian subsidiary for the period from 2017 to 2019 which resulted in an amended final notice of assessment of US$0.2m which was paid and disclosed as tax expenses. In addition, an amount of US$1.1m was paid in order to finalise and settle the tax audit for tax exposures for those years prior to the Group’s acquisition of the Cambodian subsidiary’s assets. In accordance with the warranty clause under the Sale and Purchase Agreement and the Sales Agreement, these amounts incurred during those periods were claimable from the seller. Whilst the amounts are considered able of being recouped from the seller, they have been impaired during the year ended 30 June 2023 due to the time that has lapsed and the uncertainty of recovery.
-
(iii) The impairment of deposits from outsourced manufacturer was due to the write off of deposits with an outsourced manufacturer in relation to the decrease in revenue and thereby reduction of allocated production to the third-party manufacturer resulting in the closure of the third party manufacturer.
-
(iv) During the year, property, plant and equipment was written off in respect of the Cambodia (US$1.5m) and Malaysia (US$0.6m) factories which were identified as no longer being required to be used in the production process.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 78 A N N UA L R E P O R T F Y 2 0 2 4
9. LOSS FOR THE YEAR BEFORE INCOME TAX EXPENSE
Loss for the year has been arrived at after (crediting)/charging the following gains and losses:
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Write-of of property, plant and equipment Impairment of deposits from outsourced manufacturer Impairment of claim from tax settlement Bad and doubtful debts Impairment/Write back of inventory Gain on modifcation of lease terms of ROU assets Write back of accrual for late shipment claim Net foreign exchange gain 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 |
2,096 1 – 2,000 – 1,097 49 24 268 578 – (958) – (2,765) (75) (105) 2,955 3,275 471 465 1,977 2,158 47 44 |
| 20,668 20,193 531 556 |
|
| 21,199 20,749 |
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 2024 and 2023.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 79 A N N UA L R E P O R T F Y 2 0 2 4
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 2024 2023 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 (Over)/ Under provision of deferred tax in prior fnancial year Adjustments recognized in the current year in relation to prior years Total tax expense |
358 612 (175) (507) (69) 759 18 (130) |
| 132 734 |
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:
| Loss from operations Income tax expense calculated at 30% Efect of expenses that are not deductible in determining taxable proft Non-taxable income Efect of tax losses not recognised Efects of diferent tax rates of subsidiaries operating in other jurisdictions(i) Utilisation of tax losses Deferred tax assets not recognised Unrecognised tax losses during the year (Over)/under provision of deferred tax in prior 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 |
(3,553) (1,218) |
|---|---|
| (1,066) (365) 855 969 – (478) (3) (12) 308 (452) (283) – 330 – – 450 (69) 759 |
|
| 72 871 42 (7) |
|
| 114 864 18 (130) |
|
| 132 734 |
(i) 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$1.8m (2023: US$2.2m) relates to a subsidiary in Cambodia expiring in 2025 to 2028.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 80 A N N UA L R E P O R T F Y 2 0 2 4
10. INCOME TAXES (cont’d)
(b) Current tax (liabilities) / receivable
| Consolidated 2024 2023 US$’000 US$’000 |
||
|---|---|---|
| Current tax receivable Income tax receivable attributable to entities in the consolidated GLG Current tax liabilities Income tax payable attributable to entities in the consolidated GLG |
132 – |
|
| 132 – |
||
| (63) (211) |
||
| (63) (211) |
(c) Deferred tax balances
Deferred tax liabilities arise from the following:
| 2024 | Consolidated | Consolidated | |
|---|---|---|---|
| Opening Charged Charged Acquisitions Exchange Changes Closing balance to income to Equity /disposals diferences in tax rate balance US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 |
|||
| Temporary diferences Property, plant and equipment 2,884 (244) (20) – – – 2,620 2,884 (244) (20) – – – 2,620 Unused tax loses and other credits: Nil – – – – – – – – – – – – – – 2,884 (244) (20) – – – 2,620 Presented in the statement of fnancial position as follows: Deferred tax liability 2,620 Consolidated Opening Charged Charged Acquisitions Exchange Changes Closing balance to income to Equity /disposals diferences in tax rate balance 2023 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 |
2,884 (244) (20) – – – |
2,620 | |
| 2,884 (244) (20) – – – |
2,620 | ||
| – | |||
| – – – – – – |
– | ||
| 2,884 (244) (20) – – – |
2,620 | ||
| 2,620 | |||
| Opening Charged Charged Acquisitions Exchange Changes Closing balance to income to Equity /disposals diferences in tax rate balance US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 |
|||
| Temporary diferences Property, plant and equipment Unused tax loses and other credits: Nil |
2,756 252 (124) – – – 2,884 |
||
| 2,756 252 (124) – – – 2,884 |
|||
| – – – – – – – |
|||
| – – – – – – – |
|||
| 2,756 252 (124) – – – 2,884 |
Presented in the statement of financial position as follows:
Deferred tax liability
2,884
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 81 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
11. TRADE AND OTHER RECEIVABLES
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Current Trade receivables Trade customers GLIT Holdings Group(i) Trade receivables Other receivables Other receivables Goods and services tax recoverable Other receivables Non-current GLIT Holdings(i) Total trade and other receivables |
11,247 10,638 15,148 15,770 |
| 26,395 26,408 |
|
| 746 708 654 587 |
|
| 1,400 1,295 |
|
| 27,795 27,703 |
|
| 2,700 2,700 |
|
| 2,700 2,700 |
|
| 30,495 30,403 |
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 Group that are expected to be settled in the next 12 months by netting off from the logistic revenue charged by GLIT Holdings Group is classified as current, whilst the remaining balance that are expected to be settled in more than a year is classified as non-current.
Before accepting any new customers, the Group 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 the Group.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 82 A N N UA L R E P O R T F Y 2 0 2 4
11. TRADE AND OTHER RECEIVABLES (cont’d)
Included in the Group’s trade receivable balance are debtors with a carrying amount of US$ 0.7m (2023: $0.02m) which are past due at the reporting date. There has been no significant change in credit quality and all amounts are considered recoverable. The Group does not hold any collateral over these balances.
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Ageing of Trade Receivables (trade customers)-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 / (credit) to proft or loss Allowance written of during the year Balance at the end of the year* |
555 117 9 – 119 – 14 – |
| 697 117 |
|
| – – – – – – |
|
| – – |
In determining the recoverability of trade receivables, the Group 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 is concentrated with a few significant counterparties.
Allowance for expected credit losses (ECL) 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$17.8m (2023: US$18.5m) is estimated to be recoverable on the basis that GLIT continues to operate as our outsourced manufacturing partner dedicated to serve the day-to-day needs of GLG. It is assumed that GLIT has sufficient resources, financial and otherwise to support the order fulfilment processes in the factories, with guidance and loadings from GLG. The valuation of GLIT receivable is evaluated to be recoverable based on the assumption on the accessibility of trust receipts available for offset and the amount of available collateral in place, the turnover of the balance as part of the overall working capital cycle of the group and, if necessary, payables or other assets made available to offset or guarantee the balance.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 83 A N N UA L R E P O R T F Y 2 0 2 4
11. TRADE AND OTHER RECEIVABLES (cont’d)
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
In determining the ECL provision, forward looking macro-economic information and assumptions relating to the pandemic and other economic indicators have been considered. Both forward looking information and analysis based on the Group’s historical loss experience have been used to determine the ECL provision.
12. OTHER FINANCIAL ASSETS
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Non-current Security deposit Ofce rental deposit to Ghim Li Group(i) Disclosed in the fnancial statements as: Total Non-current other fnancial assets |
5,000 5,000 559 559 |
| 5,559 5,559 |
|
| 5,559 5,559 |
(i) Office rental security deposits to Ghim Li Group Pte Ltd, ultimate parent entity of GLG Group.
13. INVENTORY
Inventories are valued at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory on hand by the method most appropriate to each particular class of inventory, valued on a first in first out basis. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Raw materials Work in progress Goods in transit Consumables Stock lot Finished goods Total |
11,317 12,106 4,777 5,368 6,010 4,313 2 12 604 574 1,692 3,090 |
| 24,402 25,463 |
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 2024
G L G C O R P L T D 84 A N N UA L R E P O R T F Y 2 0 2 4
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 2024 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 | RM23 to RM32.90 per | RM27.70 per | The higher the price |
| Property | comparison | foot | square foot for land | square foot for | per square foot the |
| RM50 to RM100 per | land | higher the fair value | |||
| square foot for building | RM75 per square | ||||
| RM = Malaysian Ringgit | foot for building | ||||
| currency | |||||
| Freehold | Sales | Price per square | RM50.90 to RM80.70 per | RM52.50 per | The higher the price |
| property | comparison | foot | square foot for land | square foot for | per square foot, the |
| RM50 to RM95 per square | land | higher the fair value | |||
| foot for building | RM73 per square | ||||
| RM = Malaysian Ringgit | foot for building | ||||
| currency |
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 85 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
14. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Financial year 30 June 2023
Relationship of unobservable inputs to fair value
| Relationship of | |||||
|---|---|---|---|---|---|
| Valuation | Unobservable | Weighted | unobservable | ||
| Description | Approach | inputs | Range of inputs | average | inputs to fair value |
| Leasehold | Sales | Price per square | RM26 to RM30.60 per | RM27.70 per | The higher the price |
| Property | comparison | foot | square foot for land | square foot for | per square foot the |
| RM50 to RM100 per | land | higher the fair value | |||
| square foot for building | RM75 per square | ||||
| RM = Malaysian Ringgit | foot for building | ||||
| currency | |||||
| Freehold | Sales | Price per square | RM42 to RM54.90 per | RM50.50 per | The higher the price |
| property | comparison | foot | square foot for land | square foot for | per square foot, the |
| RM50 to RM95 per square | land | higher the fair value | |||
| foot for building | RM73 per square | ||||
| RM = Malaysian Ringgit | foot for building | ||||
| currency |
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 2024 2023 US$’000 US$’000 |
|
|---|---|
| Land and Buildings Freehold Land at independent valuation Building at independent valuation Total land and building Carrying amount of all freehold land and building had it been carried under the cost model Leasehold Land at independent valuation Building at independent valuation Total land and building Carrying amount of all leasehold land and building had it been carried under the cost model |
2,651 2,571 2,121 2,142 |
| 4,772 4,713 |
|
| 3,373 3,441 |
|
| 3,606 3,640 4,876 4,927 |
|
| 8,482 8,567 |
|
| 3,492 3,628 |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 86 A N N UA L R E P O R T F Y 2 0 2 4
14. PROPERTY, PLANT AND EQUIPMENT (cont’d)
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Plant and Equipment Plant and equipment: At cost Accumulated depreciation Plant and equipment with net carrying amount were acquired under fnance leases: At cost Accumulated depreciation Plant and equipment with net carrying amount were acquired under bank borrowings At cost Accumulated depreciation Total plant and equipment Total property, plant and equipment |
26,676 31,599 (20,298) (21,458) |
| 6,378 10,141 |
|
| 322 595 (293) (545) |
|
| 29 50 |
|
| 5,109 5,134 (2,615) (2,111) |
|
| 2,494 3,023 |
|
| 8,901 13,214 |
|
| 22,155 26,494 |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 87 A N N UA L R E P O R T F Y 2 0 2 4
14. PROPERTY, PLANT AND EQUIPMENT (cont’d)
| Cost | Consolidated | |
|---|---|---|
| Leasehold Freehold land land and and buildings buildings Sub-total US$’000 US$’000 US$’000 At Valuation |
At Cost | |
| Plant and Other Motor machinery Renovation assets vehicles Total US$’000 US$’000 US$’000 US$’000 US$’000 |
||
| Balance as at 1 July 2022 |
4,995 9,081 14,076 |
29,029 4,546 2,669 720 51,040 |
| Additions | – – – |
846 63 172 113 1,194 |
| Disposals | – – – |
(801) (5) (11) (11) (828) |
| Revaluation defcit | (282) (514) (796) |
– – – – (796) |
| Balance as at 30 June 2023 |
4,713 8,567 13,280 |
29,074 4,604 2,830 822 50,610 |
| Additions | – – – |
586 61 97 – 744 |
| Disposals and write-of (Note 8) |
– – – |
(5,927) – (40) – (5,967) |
| Revaluation surplus/(defcit) |
59 (85) (26) |
– – – – (26) |
| Balance as at 30 June 2024 |
4,772 8,482 13,254 |
23,733 4,665 2,887 822 45,361 |
| Accumulated depreciation Balance as at 1 July 2022 – – – |
14,881 3,947 2,172 644 21,644 |
|
| Depreciation expense – – – |
2,739 296 179 61 3,275 |
|
| Accumulated depreciation on disposals – – – |
(778) (5) (9) (11) (803) |
|
| Balance as at 30 June 2023 – – – |
16,842 4,238 2,342 694 24,116 |
|
| Depreciation expense – – – |
2,583 155 182 35 2,955 |
|
| Accumulated depreciation on disposals and write-of (Note 8) – – – |
(3,825) – (40) – (3,865) |
|
| Balance as at 30 June 2024 – – – |
15,600 4,393 2,484 729 23,206 |
|
| Net book value As at 30 June 2023 4,713 8,567 13,280 |
12,232 366 488 128 26,494 |
|
| As at 30 June 2024 4,772 8,482 13,254 |
8,133 272 403 93 22,155 |
Other assets comprise of computers, furniture and fittings, hostel and office equipment.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 88 A N N UA L R E P O R T F Y 2 0 2 4
15. INTANGIBLE ASSETS
| INTANGIBLE ASSETS | |
|---|---|
| Cost | Consolidated |
| Trademark & customers Software Goodwill network Others Total US$’000 US$’000 US$’000 US$’000 US$’000 |
|
| Balance as at 1 July 2022 | 2,153 1,841 2,518 407 6,919 |
| Additions | – – – – – |
| Balance as at 30 June 2023 | 2,153 1,841 2,518 407 6,919 |
| Additions | 198 – – – 198 |
| Balance as at 30 June 2024 | 2,351 1,841 2,518 407 7,117 |
| Accumulated Depreciation Balance as at 1 July 2022 |
554 1,841 756 407 3,558 |
| Amortisation | 213 – 252 – 465 |
| Balance as at 30 June 2023 | 767 1,841 1,008 407 4,023 |
| Amortisation | 219 – 252 – 471 |
| Balance as at 30 June 2024 | 986 1,841 1,260 407 4,494 |
| Net book value As at 30 June 2023 |
1,386 – 1,510 – 2,896 |
| As at 30 June 2024 | 1,365 – 1,258 – 2,623 |
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
The goodwill has been fully impaired in prior years.
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 89 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
16. OTHER ASSETS
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Current Prepayments |
1,174 1,192 |
17. TRADE AND OTHER PAYABLES
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Trade payables(i) Other payables Ghim Li Group(ii) Accruals – employee remuneration Accruals – audit fee Accruals – trust receipts interest Accruals – others |
6,263 8,015 2,647 3,271 16 2,354 1,577 1,520 130 115 253 215 393 597 |
| 11,279 16,087 |
(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$0.02m (2023: US$2.4m).
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 90 A N N UA L R E P O R T F Y 2 0 2 4
18. BORROWINGS
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Secured–at amortised cost Current Trust receipts (Gross)(i) Bill payables(iii) Finance lease liabilities (Note 23) Bank loan(ii) Term loan(iv) Total Non-current Finance lease liabilities (Note 23) Bank loan(ii) Term loan(iv) Disclosed in the fnancial statements as: Current borrowings Non-current borrowings |
28,555 27,930 2,330 – 18 29 922 923 645 5,120 |
| 32,470 34,002 |
|
| – 18 341 1,266 19 1,184 |
|
| 360 2,468 |
|
| 32,470 34,002 360 2,468 |
|
| 32,830 36,470 |
Summary of borrowing arrangements:
(i) Secured by 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.
- (ii) The bank loan, denominated in Singapore dollar was carried at fixed rate and was repayable over 5 years in 60 instalments from November 2021 to October 2025.
(iii) Bills Payable are amounts received from banks for discounting sales invoices billed to customers, with weighted average effective interest rate of 7.2% (2023: 5.9%) per annum.
(iv) 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 5.0% per annum (2023: 4.8% per annum).
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.
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 91 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
18. BORROWINGS (cont’d)
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.
| 30 June 2024 | Used Unused Total US$’000 US$’000 US$’000 |
|---|---|
| Short term Long term Foreign exchange Total 30 June 2023 |
34,777 44,528 79,305 1,927 – 1,927 – 17,569 17,569 |
| 36,704 62,097 98,801 |
|
| Used Unused Total US$’000 US$’000 US$’000 |
|
| Short term Long term Foreign exchange Total |
41,705 41,391 83,096 1,304 1,144 2,448 5,000 12,675 17,675 |
| 48,009 55,210 103,219 |
Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Terms & Conditions of Borrowing Balances:
-
1) Trust Receipts are denominated in USD bear weighted average effective interest rate of 7.1% (2023: 6.2%) per annum for a tenure of 4 months. Trust receipts are a discount form of supplier credit. In commercial terms, they are accounts payable.
-
2) Term Loan relates to purchase of property, plant and machinery of the Company’s subsidiaries and are secured by a negative pledge of the assets of the Company. The loan repayment period varies from 8 to 10 years for property and 5 to 6 years for plant and machinery. The weighted average effective interest rate for such loans is 5.0% per annum (2023: 4.8% per annum).
-
3) Bills Payable are amounts received from banks for discounting sales invoices billed to customers, with weighted average effective interest rate of 7.2% (2023: 5.9%) per annum.
The weighted average effective interest rates for bank overdrafts, bills payable and trust receipts at the balance date were as follows:
| 2024 | 2023 | |
|---|---|---|
| Bank loans | 2.0% p.a. | 2.0% p.a. |
| Term loan | 5.0% p.a. | 4.8% p.a. |
| Bill payable | 7.2% p.a. | 5.9% p.a. |
| Trust Receipts | 7.1% p.a. | 6.2% p.a. |
| Finance lease liabilities | 5.1% p.a. | 4.9% p.a.. |
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 92 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
19. ISSUED CAPITAL
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| 74,100,000 (2023: 74,100,000) fully paid ordinary shares | 10,322 10,322 |
Ordinary shares:
-
§ Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote on a show of hands.
-
§ Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the winding up of GLG in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and GLG does not have a limited amount of authorised capital.
| Consolidated | |
|---|---|
| No. 2024 No. 2023 ’000 US$’000 ’000 US$’000 |
|
| Fully paid ordinary shares Balance at beginning of fnancial year Balance at end of fnancial year |
74,100 10,322 74,100 10,322 |
| 74,100 10,322 74,100 10,322 |
20. RETAINED EARNINGS
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Balance at beginning of fnancial year Dividend declared Net loss attributable to members of the parent entity Balance at end of fnancial year |
57,531 60,594 – (1,111) (3,685) (1,952) |
| 53,846 57,531 |
21. EARNINGS PER SHARE
| Consolidated 2024 2023 Cents Cents per share per share |
|
|---|---|
| Basic earnings per share: Total basic earnings per share Diluted earnings per share: Total diluted earnings per share |
(4.97) (2.63) |
| (4.97) (2.63) |
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 93 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
21. EARNINGS PER SHARE (cont’d)
Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Net loss Earnings used in the calculation of basic EPS |
(3,685) (1,952) |
| (3,685) (1,952) |
|
| Consolidated 2024 2023 No.’000 No.’000 |
|
| Weighted average number of ordinary shares for the purposes of basic earnings per share |
74,100 74,100 |
Diluted earnings per share
The earnings used in the calculation of diluted earnings per share is as follows:
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Net loss Earnings used in the calculation of diluted EPS |
(3,685) (1,952) |
| (3,685) (1,952) |
|
| Consolidated 2024 2023 No.’000 No.’000 |
|
| Weighted average number of ordinary shares used in the calculation of basic EPS | 74,100 74,100 |
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 94 A N N UA L R E P O R T F Y 2 0 2 4
22. CONTINGENT LIABILITIES
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Guarantees arising from Letters of Credit in force(i) Total |
645 2,266 |
| 645 2,266 |
(i) A number of contingent liabilities have arisen as a result of GLG’s letter of credit issued by banks for purchase of goods.
23. FINANCE LEASES
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
GLG as lessee
Assets held under finance leases are initially recognised at their fair value or, if lower, at amounts equal to the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the Statement of Financial Position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
Finance leased assets are amortised on a straight line basis over the estimated useful life of the asset.
Finance lease liabilities
Leasing arrangement
GLG leases motor vehicles and office equipment under finance leases expiring from one to five years. All the leases involve lease payments of a fixed base amount. No contingent rentals were paid during the year (2023: nil)
| Minimum future lease payments Consolidated |
Present value of minimum future lease payments Consolidated |
|
|---|---|---|
| 2024 2023 US$’000 US$’000 |
2024 2023 US$’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 |
18 31 – 18 – – |
18 29 – 18 – – |
| 18 49 – (2) |
18 47 – – |
|
| 18 47 |
18 47 |
|
| 18 29 – 18 |
||
| 18 47 |
- Minimum future lease payments include the aggregate of all lease payments and any guaranteed residual.
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 95 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
24. SUBSIDIARIES
| SUBSIDIARIES | |||
|---|---|---|---|
| Ownership interest | |||
| 2024 | 2023 | ||
| 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 |
- The company is deregistered in the financial year.
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 2024 2023 US$’000 US$’000 |
|
|---|---|
| Cash and cash equivalents | 12,015 19,159 |
| 12,015 19,159 |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 96 A N N UA L R E P O R T F Y 2 0 2 4
25. NOTES TO THE CASH FLOW STATEMENT (cont’d)
(b) Financing facilities
Secured bank loan facilities with various maturity dates and which may be extended by mutual agreement:
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| • amount used • amount unused |
36,704 48,009 62,097 55,210 |
| 98,801 103,219 |
(c) Reconciliation of profit for the year to net cash flows from operating activities
| Consolidated | Consolidated | |
|---|---|---|
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Loss for the year | (3,685) | (1,952) |
| Depreciation of property, plant and equipment | 2,955 | 3,275 |
| Amortisation of intangible assets | 471 | 465 |
| Amortisation of right on use assets | 1,977 | 2,158 |
| Bad and doubtful debts | 49 | 2,024 |
| Unrealised proft | 138 | (550) |
| Impairment/write back of inventories | 268 | 578 |
| Write-Of of property, plant and equipment | 2,096 | (11) |
| Gain on modifcation of lease terms of ROU assets | – | (958) |
| Write back of penalty provision | – | (2,765) |
Changes in net assets and liabilities, net of effects from acquisition and disposal of businesses:
| (Increase)/decrease in assets: Inventories Trade and other receivables Other assets Outsource to manufacturing suppliers Increase/(decrease) in liabilities: Trade and other payables Current tax Deferred tax Net cash provided by operating activities |
656 11,833 (741) 12,334 16 (231) 622 (544) (2,470) (2,682) (279) (271) (263) 128 |
|---|---|
| 1,810 22,831 |
NOTES TO THE FINANCIAL REPORT
G L G C O R P L T D 97 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
25. NOTES TO THE CASH FLOW STATEMENT (cont’d)
- (d) Changes in liabilities arising from financing activities
| Repayment of borrowings Repayment of lease liability Repayment of related entity borrowings Dividend paid Total |
1 July 2023 Cashfows Non-cash items 30 June 2024 US$’000 US$’000 US$’000 US$’000 |
|---|---|
| 36,470 (3,640) – 32,830 3,859 (2,038) 149 1,970 2,355 (2,339) – 16 16 – (4) 12 |
|
| 42,700 (8,017) 145 34,828 |
26. RESERVES
(a) Revaluation reserves
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Beginning of fnancial year Deferred tax liabilities on revaluation Revaluation loss arising from land and building End of fnancial year |
2,274 2,947 (20) 123 15 (796) |
| 2,269 2,274 |
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$14.8m is a result of the common control acquisition.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 98 A N N UA L R E P O R T F Y 2 0 2 4
27. LEASES
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Cost Balance as at 1 July Additions Disposal/Modifcation of the terms of leases Balance as at 30 June Amortisation Balance as at 1 July Amortisation Disposal/Modifcation of the terms of leases Balance as at 30 June Net book value Lease Liability Balance as at 1 July Additions Modifcation/Disposal of the terms of leases Balance as at 30 June Repayment Cash payments Interest expense Net payments Balance as at 30 June Current lease liability Non-current lease liability Total lease liability |
6,903 17,093 149 2,427 (156) (12,617) |
| 6,896 6,903 |
|
| 3,243 6,031 1,977 2,158 (156) (4,946) |
|
| 5,064 3,243 |
|
| 1,832 3,660 |
|
| 3,859 12,129 149 2,427 – (8,628) |
|
| 4,008 5,928 |
|
| (2,186) (2,069) 148 379 |
|
| 2,038 1,690 |
|
| 1,970 3,859 |
|
| 1,401 1,859 569 2,000 |
|
| 1,970 3,859 |
| Lease | Location | Term | Interest rate |
|---|---|---|---|
| Head ofce | Singapore | 2 years (01 Jan 2024 to 31 Dec 2024) | 4.26% |
| Kujaya | Malaysia | 3 years (01 Nov 2021 to 23 Oct 2024) | 4.75% |
| Factory | Cambodia | 3 years + 3 years option (01 Apr 2024 to 31 Mar 2026) | 4.26% |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 99 A N N UA L R E P O R T F Y 2 0 2 4
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 short-term 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 2024
G L G C O R P L T D 100 A N N UA L R E P O R T F Y 2 0 2 4
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 2023.
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.
The group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.
Gearing ratio
An integral function of GLG’s Board is risk management. The Board reviews the capital structure on a semi-annual basis.
The gearing ratio at year end was as follows:
| Consolidated 2024 2023 US$’000 US$’000 |
|
|---|---|
| Debt(i) Cash and cash equivalents Net Debt Equity(ii) Net debt to equity ratio |
34,800 40,329 (12,015) (19,159) |
| 22,785 21,170 51,625 55,315 44% 38% |
(i) Debt is defined as long-term and short-term borrowings, as detailed in Note 18, and lease liabilities as detailed in Note 27
(ii) Equity includes all capital, retained earnings and reserves
(b) Categories of financial instruments
| Consolidated | Consolidated | |
|---|---|---|
| 2024 | 2023 | |
| US$’000 | US$’000 | |
| Financial assets | ||
| Amortised cost | 48,069 | 55,121 |
| Financial liabilities | ||
| Amortised cost | 46,079 | 56,417 |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 101 A N N UA L R E P O R T F Y 2 0 2 4
28. FINANCIAL INSTRUMENTS (cont’d)
(c) Financial risk management objectives
GLG has not executed any derivatives in the current year, hence the policy listed below are for background information purposes only. If and when such derivatives are used in the future, the objectives are to use them in accordance with a board approved policy. The policy requires GLG co-ordinates access to domestic and international financial markets, and manages the financial risks relating to the operations of the consolidated entity.
GLG does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The use of financial derivatives is governed by the consolidated entity’s policies approved by the board of directors, which provide written principles on the use of financial derivatives.
GLG’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. GLG minimises its financial risk of changes in foreign currency exchange rate through the natural hedge of matching its revenues and purchases in US dollars and matching of its assets and liabilities in US dollars.
(d) Foreign currency risk management
GLG undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise
The carrying amount of GLG’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is as follows:
| Liabilities Assets |
|
|---|---|
| 2024 2023 2024 2023 US$’000 US$’000 US$’000 US$’000 |
|
| Singapore dollars Hong Kong dollars Malaysia Ringgit Australia Dollar |
1,251 4,313 1,176 1,326 - - 92 92 3,395 3,275 443 2,473 60 56 110 135 |
| 4,706 7,644 1,821 4,026 |
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 102 A N N UA L R E P O R T F Y 2 0 2 4
28. FINANCIAL INSTRUMENTS (cont’d)
(e) Foreign currency sensitivity analysis
GLG is mainly exposed to movements in the value of Singapore dollars and Malaysia ringgits compared to the US dollar.
The following table details GLG’s sensitivity to a 10% increase and decrease in the United States dollar against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within GLG where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates an increase in profit or loss where the United States dollars strengthens against the respective currency. For a weakening of the United States dollars against the respective currency there would be an equal and opposite impact on the profit, and the balances below would be negative.
| Singapore Dollars Malaysian Ringgit Other Foreign Currency Impact Impact Impact |
|
|---|---|
| Consolidated Consolidated Consolidated 2024 2023 2024 2023 2024 2023 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 |
|
| Proft or loss | (15) (597) (590) (160) 28 27 |
(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$0.03m and decrease by US$0.03m (2023: increase by US$0.19m and decrease by US$0.17m). 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 2024
G L G C O R P L T D 103 A N N UA L R E P O R T F Y 2 0 2 4
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 credit-ratings of its counterparties to mitigate the risk of financial loss from defaults. Credit exposure is continuously monitored by the payment behaviors 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 creditratings 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 2024
G L G C O R P L T D 104 A N N UA L R E P O R T F Y 2 0 2 4
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$’000 | |
| 2024 | |||||
| Financial Assets | |||||
| Non-interest bearing | – | 39,810 | 8,259 | – | 48,069 |
| Financial Liabilities | |||||
| Non-interest bearing | – | 11,055 | – | – | 11,055 |
| Trust receipts/ Bills payables | 7.10 | 31,721 | – | – | 31,721 |
| Term loan | 5.00 | 678 | 19 | - | 697 |
| Bank loan | 2.00 | 940 | 356 | – | 1,296 |
| Finance lease liability | 5.10 | 18 | – | – | 18 |
| Lease liability | 4.26 | 633 | 475 | – | 1,108 |
| 2023 | |||||
| Financial Assets | |||||
| Non-interest bearing | – | 46,862 | 8,259 | – | 55,121 |
| Financial Liabilities | |||||
| Non-interest bearing | – | 12,871 | – | – | 12,871 |
| Trust receipts/ Bills payables | 6.20 | 28,196 | – | – | 28,196 |
| Loan from Ghim Li Group | 2.71 | 2,974 | – | – | 2,974 |
| Term loan | 4.77 | 5,365 | 1,394 | – | 6,759 |
| Bank loan | 2.00 | 941 | 1,325 | – | 2,266 |
| Finance lease liability | 4.86 | 29 | 18 | – | 47 |
| Lease liability | 4.26 | 2,049 | 2,114 | – | 4,163 |
Each of the above interest bearing financial liabilities had variable interest rates.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 105 A N N UA L R E P O R T F Y 2 0 2 4
28. FINANCIAL INSTRUMENTS (cont’d)
(i) Fair value of financial instruments
The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values.
The fair values of financial assets and financial liabilities are determined as follows:
the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.
(j) Forward foreign exchange contracts
The following table details the forward foreign currency contracts outstanding at the end of the reporting year:
| Exchange | Foreign currency | Notional Currency | Fair Value | |
|---|---|---|---|---|
| 2023 | rate | IDR’000 | US$’000 | US$’000 |
| HSBC | ||||
| 3 to 6months | 15,273 | 15,273,000 | 1,000 | 13 |
| 3 to 6months | 14,941 | 14,941,000 | 1,000 | (9) |
| 3 to 6months | 14,953 | 14,953,000 | 1,000 | (9) |
| 3 to 6months | 14,964 | 14,964,000 | 1,000 | (8) |
| 3 to 6months | 14,976 | 14,976,000 | 1,000 | (8) |
Fair value measurement is Level Two within the fair value hierarchy.
There was no forward foreign exchange contracts as at 30 June 2024..
29. KEY MANAGEMENT PERSONNEL COMPENSATION
The aggregate compensation made to directors and other members of the key management personnel of the Company and GLG is set out below:
| Consolidated 2024 2023 US$ US$ |
|
|---|---|
| Short-term employee benefts Post-employment benefts |
1,383,620 1,375,701 38,349 41,415 |
| 1,421,969 1,417,116 |
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 2024
G L G C O R P L T D 106 A N N UA L R E P O R T F Y 2 0 2 4
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 Non-Director
-
§ Grant Hummel as Independent Non-Director
-
§ Felicia Gan Peiling as Director and Chief Executive Officer
-
§ Por Khay Ti as Deputy Chair and Independent Non-Director
Other key management personnel of GLG Corp Ltd during the year were:
-
§ Susan Yong as Chief Operations Officer
-
§ 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
G L G C O R P L T D 107 A N N UA L R E P O R T F Y 2 0 2 4
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
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 |
|
|---|---|
| 2024 2023 2024 2023 US$’000 US$’000 US$’000 US$’000 |
|
| Rental Utilities Purchase Total |
1,190 1,332 – 14 122 78 – – – – – 3 |
| 1,312 1,410 – 17 |
Amounts payable to these related parties are disclosed in Note 17 to the financial statements. In addition, the group has rental security deposits to related parties as disclosed in Note 12.
All transactions with related parties are on an arm’s length basis.
(d) Majority shareholder
The majority shareholder of GLG Corp Ltd is Ghim Li Group Pte Ltd, an incorporated entity in Singapore.
31. REMUNERATION OF AUDITORS
| . REMUNERATION OF AUDITORS | |
|---|---|
| Consolidated 2024 2023 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 |
80,503 74,377 4,518 5,838 |
| 85,021 80,215 |
|
| 120,100 118,244 24,355 19,193 |
|
| 144,455 137,437 |
The auditor of GLG Corp Ltd is BDO Audit Pty Ltd.
The related practices are BDO Singapore and BDO Cambodia. Cheng and Co. was appointed as auditor for Malaysia’s subsidiaries for FY2024: Audit US$14,857 and Tax Service US$5,190 (Audit US$20,285 and Tax Service US$4,964).
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 108 A N N UA L R E P O R T F Y 2 0 2 4
32. PARENT ENTITY DISCLOSURES
| . PARENT ENTITY DISCLOSURES | |
|---|---|
| Financial position | 2024 2023 US$’000 US$’000 |
| Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Issued capital Dividend declared Retained earnings and Reserves Total equity Financial performance |
112 439 30,000 30,000 |
| 30,112 30,439 |
|
| 308 327 – 267 |
|
| 308 594 |
|
| 10,322 10,322 – (1,111) 19,482 20,634 |
|
| 29,804 29,845 |
|
| 2024 2023 US$’000 US$’000 |
|
| (Loss)/ Proft for the year Other comprehensive income Total comprehensive income |
(41) 1,120 – – |
| (41) 1,120 |
Contingent liabilities
As at 30 June 2024, the parent entity had no contingent liabilities (2023: 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.
NOTES TO THE FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2024
G L G C O R P L T D 109 A N N UA L R E P O R T F Y 2 0 2 4
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
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.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.
Determination of Tax Residency
Section 295(3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public guidance in Tax Ruling TR 2018/5.
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Trustee, partner % of Country of
or participant Share Country of residence for
Entity Name Type of Entity in Joint Venture Capital Incorporation tax purposes
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| GLG Corp Ltd (Parent Entity) | Body Corporation | N/A | – | Australia | Australian |
|---|---|---|---|---|---|
| Ghim Li Global Pte Ltd | Body Corporation | N/A | 100 | Singapore | Singaporean |
| Ghim Li Global International Ltd | Body Corporation | N/A | 100 | Hong Kong | Hong Kong |
| Escala Fashion Pte. Ltd. | Body Corporation | N/A | 100 | Singapore | Singaporean |
| Ghim Li International (S) Pte Ltd | Body Corporation | N/A | 100 | Singapore | Singaporean |
| G&G International Pte Ltd | Body Corporation | N/A | 100 | Singapore | Singaporean |
| AES (USA) Inc | Body Corporation | N/A | 100 | USA | USA |
| Maxim Textile Technology Sdn Bhd | Body Corporation | N/A | 100 | Malaysia | Malaysian |
| Maxim Textile Technology Pte Ltd | Body Corporation | N/A | 100 | Singapore | Singaporean |
| Ghim Li Fashion (M) Sdn Bhd | Body Corporation | N/A | 100 | Malaysia | Malaysian |
| GG Fashion (Cambodia) Co., Ltd | Body Corporation | N/A | 100 | Cambodia | Cambodian |
G L G C O R P L T D 110 A N N UA L R E P O R T F Y 2 0 2 4
ADDITIONAL AUSTRALIAN SECURITIES EXCHANGE INFORMATION AS AT 14 AUGUST 2024
Holding Distribution
| Range | Securities | % | No of Holders | % |
|---|---|---|---|---|
| 100,001 and Over | 71,141,740 | 96.01 | 19 | 4.79 |
| 10,001 to 100,000 | 2,143,836 | 2.89 | 57 | 14.36 |
| 5,001 to 10,000 | 187,272 | 0.25 | 22 | 5.54 |
| 1,001 to 5,000 | 621,574 | 0.84 | 283 | 71.28 |
| 1 to 1,000 | 5,578 | 0.01 | 16 | 4.03 |
| Total | 74,100,000 | 100.00 | 397 | 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 names of the substantial shareholders listed in GLG Corp Ltd register as at 14 August 2024 were:
| Ordinary shareholders | Fully paid ordinary shares Number Percentage |
|---|---|
| Unmarketable Parcels Ghim Li Group Pte Ltd Total UMP Total Securities/Issued Capital Securities |
55,560,000 74.98 |
| 55,560,000 74.98 |
|
UMP UMP Holders Percent |
|
| 74,100,000 500,674 |
267 0.67567 |
At 14 August 2024, there were no restricted or unquoted equity securities to disclose and no on-market purchases of securities to report.
G L G C O R P L T D 111 A N N UA L R E P O R T F Y 2 0 2 4
TWENTY LARGEST HOLDERS OF QUOTED EQUITY SECURITIES TOP 20 HOLDERS – 14 AUGUST 2024
| 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 BNP Paribas Noms Pty Ltd |
2,802,300 3.78% |
| 4 Ms Peiling Gan |
2,222,000 3.00% |
| 5 Mr Yoke Min Pang |
2,000,000 2.70% |
| 6 Lisi Li |
1,793,863 2.42% |
| 7 Mr Ah Yian Au |
1,322,957 1.79% |
| 8 BNP Paribas Nominees Pty Ltd |
1,029,444 1.39% |
| 9 Gowing Bros Limited |
823,678 1.11% |
| 10 Citicorp Nominees Pty Limited |
520,118 0.70% |
| 11 Dixson Trust Pty Limited |
330,000 0.45% |
| 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 Seow Teng Peng |
100,000 0.15% |
Total Securities of Top 20 Holdings Total |
71,241,740 96.14% |
| 74,100,000 |
The Company’s ordinary shares are listed on the Australian Securities Exchange.
Company secretary Jade Cook
Registered office
Australia Square’ Suite 4201 Level 42 264-278 George Street Sydney, NSW, 2000 Australia Tel No + 61 402 301 287
Principal administration office 15 Harvey Road Singapore 369930 Tel: +65 6211 3600
Share registry
Boardroom Pty Limited Level 12, 225 George Street, Sydney, NSW, 2000 Australia Tel No: +61 9290 9600
MAXIM MAXIM TEXTILE TECHNOLOGY SDN BHD
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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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) ‘Australia Square’ Suite 4201, Level 42, 264-278 George Street, Sydney, NSW, 2000 Australia
SINGAPORE HEAD OFFICE
Ghim Li Global Pte Ltd 15 Harvey Road, Singapore 369930 www.ghimli.com