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GLG CORP LTD Annual Report 2024

Sep 19, 2024

64991_rns_2024-09-19_dd04c408-2fb4-46c7-a63c-a609e805e4f5.pdf

Annual Report

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GLG Corp Ltd Statutory Accounts

GLG Corp Ltd

ACN 116 632 958 Statutory report for the financial year ended 30 June 2024

GLG Corp Ltd Statutory Accounts

Statutory Report for the financial year ended 30 June 2024

ear ended 30 June 2024
Page
Corporate governance statement 3
Directors’ report 19
Auditor’s independence declaration 36
Independent audit report 37
Directors’ declaration 40
Consolidated Statement of profit or loss and other 41
comprehensive income
Consolidated Statement of financial position 42
Consolidated Statement of changes in equity 43
Consolidated Statement of cash flows 44
Notes to the financial report 45
Additional Australian securities exchange information 93

2

GLG Corp Ltd Corporate Governance Statement

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 20[th] 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 ).

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,includingtheir relevant

3

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
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 i s considered to
be independent; and recommendation by the
Board in respect of the re-election of the Director.
1.3 A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
Complying Each Director is given a letter upon appointment
which outlines the Director’s duties, obligations,
remuneration, expected time commitments and
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 bythe 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.

4

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
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.

5

GLG Corp Ltd Corporate Governance Statement

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.

2.1 The board of a listed entity should: Complying The Nomination & Remuneration Committee comprises of the following members: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent Grant Hummel Independent Non- directors; and (Chair of NRC) executive Director (2) is chaired by an independent director, Peter Tan (Chair Independent Non- and disclose: of Audit and Risk executive Director (3) the charter of the committee; Committee “AC”) (4) the members of the committee; Khay Ti Por Independent Non- and (Deputy Chair) executive Director (5) as at the end of each reporting period, the number of times the Estina Ang Chair & Executive committee met throughout the period Director and the individual attendances of the The Board has a formal NRC comprising three members at those meetings; or (b) if it does not have a nomination independent directors and the Executive Chair. The Chair of NRC is independent. committee, disclose that fact and the processes it employs to address board The Nomination & Remuneration Committee’s succession issues and to ensure that the powers are formalised in a Charter and is posted on board has the appropriate balance of the Website. The number of times that the skills, knowledge, experience, Nomination & Remuneration Committee met independence and diversity to enable it throughout the financial year and the individual to discharge its duties and attendances of the members at those meetings are responsibilities effectively. disclosed in the Company’s Directors Report. 2.2 A listed entity should have and disclose a Complying The Board aims to be comprised of Directors board skills matrix setting out the mix of which have, at all times, the appropriate mix of skills and diversity that the board currently skills, experience, expertise and diversity relevant has or is looking to achieve in its to the Company’s businesses and the Board’s membership. 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

6

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment

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.

7

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
2.3 A listed entity should disclose:
(a) the names of the directors considered
by the board to be independent
directors;
(b) if a director has an interest, position,
association or relationship of the type
described in Box 2.3 but the board is of
the opinion that it does not compromise
the independence of the director, the
nature of the interest, position,
association or relationship in question
and an explanation of why the board is
of that opinion; and
(c) the length of service of each director.
Complying


















Currently the Board comprises five Directors as
follows:
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 eachyear.
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 Officer
& Executive Director
Estina Ang
Chair & Executive
Director
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.
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.
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.

8

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
Principle 3 – Act ethically and responsibly
A listed entity should act ethically and responsibly.
3.1 A listed entity should articulate and disclose
its values.
Complying The Company discloses its Core Values within
its Annual Report.
3.2 A listed entity should:
(a) have a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a
committee of the board is
informed of any material
breaches of that code.
Complying The Board has established a Code of Conduct
which
articulates
acceptable
practices
for
directors, senior executives and employees, to
guide their behaviour and to demonstrate the
commitment of the Company to ethical practices.
The CEO, Felicia Gan is responsible for bringing
breaches of the Codes to the attention of the Board,
and breach reporting is a standing agenda item at
Board meetings.
3.3 A listed entity should:
(a) Have and disclose a
whistleblower policy; and
(b) Ensure that the board or a
committee of the board is informed
of any material incidents reported
under that policy.
Complying The Company has established a Whistleblower
Policy, a copy of which can be found on the
Website. The purpose of the Whistleblower
Policy is to identify wrongdoing that may not be
uncovered unless there is a safe and secure means
for disclosing.
The Board and its management team are
committed to listen to any concern from any
whistleblower who raises the risk to the company,
in terms of values, integrity etc, such 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.
Principle 4 – Safeguard the integrity of corporate reports
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1 A listed entity should:
(a) have an audit and risk committee which:
(1) has at least three members, all of
Complying The Board has a formal AC currently comprising
three independent Directors and one Executive
Director (also the CEO).

9

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation ASX Recommendation Status Reference / Comment Reference / Comment
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 engagementpartner.
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’.
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 Officer
& Executive Director
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 Officer
& Executive Director
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.
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.
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.
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

10

GLG Corp Ltd

Corporate Governance Statement

ASX Recommendation Status Reference / Comment
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.
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.
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 explanatorymaterial 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 anyenquiries theymaymake.
6.3 A listed entity should disclose the policies
and processes it has in place to facilitate and
encourage participation at meetings of
security holders.
Complying Shareholders are encouraged to attend the Annual
General Meeting (AGM). The AGM is an
opportunity for shareholders to hear the Directors
provide updates on Company performance, ask
questions of the Board and vote on the various
resolutions 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.

11

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment 6.5 A listed entity should give security holders the Complying Investors are able to communicate with the option to receive communications from, and Company electronically via the Website. Investors send communications to, the entity and its are also able to communicate with the Company’s security registry electronically. registry electronically by emailing the registry or via the registry’s website.

Principle 7 – Recognise and Manage Risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework

ASX Recommendation ASX Recommendation ASX Recommendation Status Reference / Comment
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.
Principle 7 – Recognise and Manage Risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that
framework
7.1 The board of a listed entity should:
(a) have a committee or committees to
oversee risk, each of which:
(1) has at least three members, a
majority of whom are independent
directors; and
(2) is chaired by an independent
director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee;
and
(5) as at the end of each reporting
period, the number of times the
committee met throughout the period
and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
Complying The Board is responsible for the management of
risk due to the current size of the Board. GLG is
committed to embedding risk management
practices to support the achievement of business
objectives. The Board is responsible for reviewing
and overseeing the risk management strategy and
ensuring GLG has an appropriate corporate
governance structure. Within that overall strategy,
management has designed and implemented a risk
management and internal control system to
manage material business risks.
GLG has implemented a 5-step process to manage
risk as follows:
1.
Review the risk content and 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.

12

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation ASX Recommendation Status Reference / Comment
7.2 The board or a committee of the board
should:
(a) review the entity’s risk management
framework at least annually to satisfy
itself that it continues to be sound; and
(b) disclose, in relation to each reporting
period, whether such a review has taken
place.
Complying The Company has established a Risk Management
Policy, a copy of which is available on the
Website.
The Board has delegated responsibilities to the
Management Risk Committee who then provides
reports to the Board. The Board is responsible for
approving policies on risk assessment and
management. The 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.
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.
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**
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.

13

GLG Corp Ltd Corporate Governance Statement

ASX Recommendation Status Reference / Comment
appropriate and not excessive. 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.

14

GLG Corp Ltd Corporate Governance Statement

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:

he Directors in office at the date of this statement are as follows:
Name Position
Estina AngSuan 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 Officer

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 19 to 21.

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 (4[th] 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 27 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 publically 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.

15

GLG Corp Ltd Corporate Governance Statement

Dealing in GLG Corporation’s Securities by Directors and employees

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

Risk Management

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;

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

  • 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.

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.

  • 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.

  • 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.

16

GLG Corp Ltd Corporate Governance Statement

  • 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.

  • 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/corporatesocial-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.

17

GLG Corp Ltd Directors’ Report

Audit and Risk Committee (“AC”)

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:

Key Audit Matters How the AC reviewed these matters and what decisions were made
Due to the material balance
and potential for
overstatement, recoverability
of receivables is assessed as
a risk.
The AC assessed and confirmed the following:
a)
Normal trade receivables in GLG Corp Ltd have been reviewed for
recoverability with respect to aging, trends and current industry
practice. It was noted that the aging of the receivables did not show
any customer having old-aged receivables and that the balances by
key customers within the receivables are in line with current trends in
business with no recoverability issues; and
The valuation of the GLIT*Receivable continues to be an area of
focus due to the commercial nature of GLG’s business. The AC had
reviewed management’s extensive assessment of the GLIT receivable
to support its recoverability. With the accessibility of trust receipts
available for offset 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.

18

GLG Corp Ltd Director’s Report

Directors’ report

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:

Estina Ang Suan Hong

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.

Felicia Gan Peiling, PBM

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).

Grant Hummel

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.

19

GLG Corp Ltd Director’s Report

Khay Ti Por

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.

Peter Tan

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.

20

GLG Corp Ltd Director’s Report

Board Skills Matrix

==> picture [455 x 266] intentionally omitted <==

----- Start of picture text -----

0 1 2 3 4 5
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
----- End of picture text -----

The results of the surveys are illustrated in the diagram above, with skill assessments out of an aggregated Board score of five.

Former partners of the audit firm

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

Directors’ Security Holdings

The following table sets out each director’s relevant interest in shares or options in shares or debentures of the Company or a related body corporate as at 30 June 2024.

Fully Paid Ordinary Shares Fully Paid Ordinary Shares
Directors As at 1 July
2023
Acquisitions
FY23
Disposals
FY23
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 28 to 34.

21

GLG Corp Ltd Director’s Report

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 startup 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.

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.

22

GLG Corp Ltd Director’s Report

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.

23

GLG Corp Ltd Director’s Report

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 2023 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.

24

GLG Corp Ltd Director’s Report

Review of Operations (cont’d)

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.

25

GLG Corp Ltd Director’s Report

Changes in state of affairs

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

Dividends

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.

26

GLG Corp Ltd Director’s Report

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.

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 Board of directors Audit and Risk
Committee
Audit and Risk
Committee
Nomination &
Remuneration
Committee
Nomination &
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.

27

GLG Corp Ltd Director’s Report

Auditor’s independence declaration

The auditor’s independence declaration is included on page 36 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.

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.

28

GLG Corp Ltd Director’s Report

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)/profit
before tax (3,553) (1,218) 6,843 3,890 5,223
Net (loss)/profit
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

29

GLG Corp Ltd Director’s Report

Relationship between the remuneration policy and company performance (cont’d)

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.

30

GLG Corp Ltd Director’s Report

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 Shor term employment benefits
Post-
employment
benefits
super –
annuation
Other
long-term
employee
benefits
Share
based
payments,
options
&rights
Total
Salary &
fees
US$
Salary
Supple
ment
US$
Non-
monetary
US$
Other
US$
US$
US$
US$
US$
Directors
Estina Ang Suan Hong1 538,656
-
-
-
4,618
-
-
543,274
Peter Tan 44,617
-
-
-
-
-
-
44,617
Grant Hummel 40,012
-
-
-
-
-
-
40,012
Khay Ti Por 43,278
-
-
-
-
-
-
43,278
Felicia Gan Peiling1 324,529
-
-
-
9,838
-
-
334,367
991,092
-
-
-
14,456
-
-
1,005,548
Executives
Lee Kwak Keh 110,847
5,936
-
-
5,606
-
-
122,389
Susan Yong 143,789
7,420
-
-
6,557
-
-
157,766
Lee Li San 113,407
11,129
-
-
11,730
-
-
136,266
368,043
24,485
-
-
23,893
-
-
416,421
Total 1,359,135
24,485
-
-
38,349
-
-
1,421,969
  1. Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Executive Chairman; Felicia Gan Peiling is the Chief Executive Officer.

31

GLG Corp Ltd Director’s Report

Remuneration of directors and senior management (cont’d)

2023 Shor term employment benefits
Post-
employment
benefits
super -
annuation
Other
long
term
employee
benefits
Share
based
payments,
options
&rights
Total
Salary &
fees
US$
Salary
Supple
ment
US$
Non-
monetary
US$
Other
US$
US$
US$
US$
US$
Directors
Estina Ang Suan Hong1 531,362
43,914
-
-
6,214
-
-
581,490
Peter Tan 39,714
-
-
-
-
-
-
39,714
Grant Hummel 32,650
-
-
-
-
-
-
32,650
Khay Ti Por2 23,605
-
-
-
-
-
-
23,605
Felicia Gan Peiling1 309,595
25,617
-
-
12,691
-
-
347,903
936,926
69,531
-
-
18,905
-
-
1,025,362
Executives
Lee Kwak Keh 109,346
9,002
-
-
5,113
-
-
123,461
Susan Yong 142,721
11,710
-
-
6,821
-
-
161,252
Lee Li San 86,950
9,515
-
-
10,576
-
-
107,041
339,017
30,227
-
-
22,510
-
-
391,754
Total 1,275,943
99,758
-
-
41,415
-
-
1,417,116
  1. Estina Ang Suan Hong and Felicia Gan Peiling are both Directors and Executives of GLG Corp Ltd. Estina Ang Suan Hong acts as the Executive Chairman; Felicia Gan Peiling is the Chief Executive Officer.

  2. Khay Ti Por appointed as Independent Non-Executive Director on 25 October 2022.

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

Fixed remuneration Fixed remuneration Remuneration linked to
performance
Remuneration linked to
performance
Directors
Estina Ang Suan Hong
Peter Tan
Grant Hummel
Khay Ti Por
Felicia Gan Peiling
Executives
Lee Kwak Keh
Susan Yong
Lee Li San
2024
100%
100%
100%
100%
100%
95.1%
95.3%
91.8%
2023
92.4%
100%
100%
100%
92.6%
92.7%
92.7%
91.1%
2024
-
-
-
-
-
4.9%
4.7%
8.2%
2023
7.6%
-
-
-
7.4%
7.3%
7.3%
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.

32

GLG Corp Ltd Director’s Report

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.

Key Management Personnel equity holdings

Fully paid ordinary shares of GLG Corp Ltd

Balance
at 1 July
No.
Granted as
compensation
No.
Net other
change
No.
Balance at
resignation
date
No.
Balance
at 30 June
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
53,338,000
55,560,000
-
-
-
-
-
-
-
-
-
-
50,000
50,000
50,000
-
-
-
-
-
53,338,000
55,560,000
50,000
50,000
50,000
2023
Estina Ang Suan Hong (indirect
holding through Ghim Li
Group)
Felicia Gan Peiling including
indirect holding through Ghim
Li Group)
53,338,000
55,560,000
-
-
-
-
-
-
53,338,000
55,560,000

33

GLG Corp Ltd Director’s Report

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 Keyterm of service agreements Keyterm 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.
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.

34

GLG Corp Ltd Director’s Report

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

==> picture [150 x 136] intentionally omitted <==

35

Tel: +61 2 9251 4100 Level 11, 1 Margaret Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY STEPHEN MAY TO THE DIRECTORS OF GLG CORP LTD

As lead auditor of GLG Corp Ltd for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been:

  1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and

  2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of GLG Corp Ltd and the entities it controlled during the year.

Stephen May Director

BDO Audit Pty Ltd

Sydney

20 September 2024

36

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Tel: +61 2 9251 4100 Level 11, 1 Margaret Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

==> picture [78 x 31] intentionally omitted <==

INDEPENDENT AUDITOR'S REPORT

To the members of GLG Corp Ltd

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of GLG Corp Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

  • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year ended on that date; and

  • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

37

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [78 x 30] intentionally omitted <==

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How the matter was addressed in our audit
Valuation of GLIT Receivables
The valuation of GLIT receivables, collectively the
receivables from GLIT Holdings and receivables from
outsourced manufacturing suppliers as disclosed in
note 11 is significant to our audit because as at 30
June 2024 the balance was $17,848,000 and it includes
judgement in assumptions used in assessing the
recoverability.
The valuation process used by the Group to assess
recoverability is judgemental and is based on
assumptions, specifically those in relation to trust
receipts and the overall working capital cycle of the
Group.
To determine whether the receivable was
recoverable at the reporting date, our audit
procedures included, amongst others, the following
procedures:

Assessed managements’ evaluation of the
recoverability of the receivable; and

Analysed turnover of the receivable balance in
order to ascertain whether the recoverability of
the receivable would occur within a reasonable
timeframe as part of the overall working capital
of the Group.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2024 but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of:

  • a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and

  • b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and

for such internal control as the directors determine is necessary to enable the preparation of:

38

==> picture [78 x 30] intentionally omitted <==

  • i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and

  • ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf

This description forms part of our auditor’s report.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 28 to 34 of the directors’ report for the year ended 30 June 2024.

In our opinion, the Remuneration Report of GLG Corp Ltd, for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit Pty Ltd

Stephen May Director

Sydney, 20 September 2024

39

GLG Corp Ltd Consolidated statement of profit or loss and other comprehensive income

Directors’ declaration

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

  • (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

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40

GLG Corp Ltd Independent Auditor’s Report

Consolidated Statement of profit or loss and other comprehensive income for the financial year ended 30 June 2024

Revenue
Cost of sales
Gross profit
Other income
Distribution expenses
Administration expenses
Finance costs
Other expenses
Loss before income tax expense
Income tax expense
Loss for the year
Other comprehensive income:
Items that will not be reclassified subsequently to profit or
loss:
Revaluation deficit, 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)
Diluted (cents per share)
Note
5
5
6
7
8
10
21
21
Consolidated
2024
US$’000
2023
US$’000
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 45 to 91

41

GLG Corp Ltd Consolidated statement of financial position

Consolidated Statement of financial position as at 30 June 2024

Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Current tax receivable
Other assets
Total current assets
Non-current assets
Other financial assets
Trade and other receivables
Intangible assets
Right-of-use assets
Property, plant and equipment
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Lease liability
Current tax liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liability
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Revaluation reserves
Merger reserves
Retained earnings
Total equity
Note
11
13
10
16
12
11
15
27
14
17
18
27
10
18
27
10
19
26
26
20
Consolidated
2024
US$’000
2023
US$’000
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 45 to 91

42

GLG Corp Ltd Consolidated statement of changes in equity

Consolidated Statement of changes in equity for the financial year ended 30 June 2024

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
Issued
Capital
Asset
Revaluation
Reserve
US$’000
US$’000
Merger
Reserve
Retained
Earnings
US$’000
US$’000
Total
US$’000
10,322
2,947
-
-
-
-
-
(673)
(14,812)
60,594
-
(1,111)
-
(1,952)
-
-
59,051
(1,111)
(1,952)
(673)
-
(673)
-
(1,952)
(2,625)
10,322
2,274
(14,812)
57,531
55,315
10,322
2,274
-
-
-
(5)
(14,812)
57,531
-
(3,685)
-
-
55,315
(3,685)
(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 45 to 91

43

GLG Corp Ltd Consolidated statement of cash flows

Consolidated Statement of cash flows for the financial year ended 30 June 2024

Cash flows 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 finance paid
Interest paid on lease liabilities
Income tax paid
Net cash provided by operating activities
Cash flows 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 flows from financing activities
Repayment of borrowings
Repayments of lease liability
Net repayments to from Ghim Li Group
Dividend paid
Net cash used in financing activities
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
Note
25(c)
25(d)
25(a)
Consolidated
2024
US$’000
2023
US$’000
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 45 to 91

44

GLG Corp Ltd Notes to the financial report

Notes to the financial report

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 ‘Australia Square’ Suite 4201, Level 42, 264-278 George Street, Sydney, NSW, 2000 Australia

Principal place of business 15, Harvey Road, Singapore 369930

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 20[th] 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.

45

GLG Corp Ltd Notes to the financial report

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.

46

GLG Corp Ltd Notes to the financial report

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.

47

GLG Corp Ltd Notes to the financial report

2. Material accounting policies (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.

48

GLG Corp Ltd Notes to the financial report

2. Material accounting policies (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.

Defined contribution plans

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

(g) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, and it is probable that the Company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

  • (h) Financial instruments issued by the Company

Trade and other payables and borrowings are initially measured at fair value, net of transaction costs. Trade and other payables and borrowings are subsequently measured at amortised cost using the effective interest method.

49

GLG Corp Ltd Notes to the financial report

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.

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.

50

GLG Corp Ltd Notes to the financial report

4. Segment information (cont’d)

Consolidated – 30 June 2024
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest received
Depreciation
Amortisation
Bad and doubtful debts
Write-off of property, plant and
equipment
Unrealised profit
EBIT
Finance costs
Loss before income tax expense
Income tax expense
Loss after income tax expenses
Fabric
Manufacturing
Garment
Intersegment
eliminations
US$'000
US$'000
US$’000
588
115,967
-
35,649
-
(35,649)
Total
US$’000
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)
Fabric Intersegment
Manufacturing Garment Corporates eliminations Total
US$'000 US$'000 US$'000 US$’000 US$’000
Assets 36,454 119,980 107,647 (163,694) 100,387
Liabilities (19,190) (67,085) (17,455) 54,968 (48,762)

51

GLG Corp Ltd Notes to the financial report

4. Segment information (cont’d)

Operating segment information

Consolidated – 30 June 2023
Revenue
Sales to external customers
Intersegment sales
Total revenue
Interest received
Depreciation
Amortisation
Impairment of claims from tax
settlement
Bad and doubtful debts
Impairment of deposits from
outsourced manufacturer
Unrealised profit
EBIT
Finance costs
Loss before income tax expense
Income tax expense
Loss after income tax expense
Fabric
Manufacturing
US$'000
409
38,359

Garment
US$'000
116,080
-
116,080
3
(910)
(2,626)
(1,097)
(30)
(2,000)
(505)
2,601
Intersegment
eliminations
US$'000
-
(38,359)
Total
US$'000
116,489
-
38,768 (38,359) 116,489
41 - 44
(2,365) - (3,275)
(195) 198 (2,623)
- - (1,097)
- 6 (24)
- - (2,000)
(45) - (550)
(1,618) - 983
(2,201)
(1,218)
(734)
(1,952)
Fabric Intersegment
Manufacturing Garment Corporates eliminations Total
US$'000 US$'000 US$'000 US$’000 US$’000
Assets 39,130 134,707 113,511 (172,522) 114,826
Liabilities (19,580) (80,461) (23,534) 64,064 (59,511)

52

GLG Corp Ltd Notes to the financial report

4. Segment information (cont'd)

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

India
Hong Kong
Malaysia
Others
Fabric
2024
US$’000
2023
US$’000
152
319
204
-
91
90
141
-
588
409
Canada
Europe
Japan
Singapore
USA
Cambodia
Malaysia
Others
Garments
2024
US$’000
2023
US$’000
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.

53

GLG Corp Ltd Notes to the financial report

5. Revenue (cont’d)

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

Sale of goods

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

Interest income

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

Revenue from the sale of goods
Other income
Write-back of accruals for late shipment claim (i)
Gain on modification of lease terms of ROU assets
Sample income
Interest income
Insurance compensation
Recovery of bad debts receivable
Government grant
Other
Total other income*
Consolidated
2024
US$’000
2023
US$’000
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.

54

GLG Corp Ltd Notes to the financial report

6. Administration expenses

Administration expenses
Employee compensation
Leased rental and equipment expenses
Management fees
Insurance
Couriers
Depreciation and amortisation
Other administration expenses
Consolidated
2024
US$’000
2023
US$’000
6,733
6,846
145
138
118
183
285
340
327
393
1,979
2,035
848
777
10,435
10,712

7. Finance costs

Interest on loans
Interest on lease
Interest on obligations under finance leases
Bank charges
Total interest and bank charges
Line of credit charges
Consolidated
2024
US$’000
2023
US$’000
378
451
149
379
2
3
183
214
712
1,047
1,595
1,154
2,307
**2,201 **

55

GLG Corp Ltd Notes to the financial report

8. Other expenses

Other expenses
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-off of property, plant and equipment (iv)
Others
Consolidated
2024
US$’000
2023
US$’000
-
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.

56

GLG Corp Ltd Notes to the financial report

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:

Write-off 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 modification 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 benefit expense:
Salaries, wages, and bonuses
Post-employment benefits:
Defined contribution plans
Total employee benefit expenses
Consolidated
2024
US$’000
2023
US$’000
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

57

GLG Corp Ltd Notes to the financial report

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.

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.

58

GLG Corp Ltd Notes to the financial report

10. Income taxes (cont’d)

(a) Income tax recognised in profit or loss

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 financial year
Adjustments recognized in the current year in relation to prior
years
Total tax expense
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%
Effect of expenses that are not deductible in determining taxable
profit
Non-taxable income
Effect of tax losses not recognised
Effects of different 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 financial year
Other
Adjustments recognised in the current year in relation to the tax
provision in previous financial years
Income tax expense recognised in profit
Consolidated
2024
US$’000
2023
US$’000
358
612
(175)
(507)
(69)
759
18
(130)
132
734
(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.

59

GLG Corp Ltd Notes to the financial report

10. Income taxes (cont’d)

(b) Current tax (liabilities) / receivable

(b) Current tax (liabilities) / receivable
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
Consolidated
2024
US$’000
2023
US$’000
132
-
132
-
(63)
(211)
(63)
(211)

(c) Deferred tax balances

Deferred tax liabilities arise from the following:

2024 Consolidated
Opening
balance
Charged to
income
Charged
to
Equity
Acquisitions/
disposals
Exchange
differences
Changes in
tax rate
Closing
balance
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Temporary differences
Property, plant and
equipment
Unused tax loses and
other credits:
Nil
2,884
(244)
(20)
-
-
-
2,620
2,884
(244)
(20)
-
-
-
2,620
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,884
(244)
(20)
-
-
-
2,620

Presented in the statement of financial position as follows: Deferred tax liability

2,620

2023 Consolidated Consolidated Consolidated Consolidated
Opening
balance
Charged to
income
Charged
to
Equity
Acquisitions/
disposals
Exchange
differences
Changes in
tax rate
Closing
balance
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Temporary differences
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

60

GLG Corp Ltd Notes to the financial report

11. Trade and other receivables

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
Consolidated
2024
US$’000
2023
US$’000
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.

61

GLG Corp Ltd Notes to the financial report

11. Trade and other receivables (cont’d)

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

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.

- 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 profit or loss
Allowance written off during the year
Balance at the end of the year*
Consolidated
2024
US$’000
2023
US$’000
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.

62

GLG Corp Ltd Notes to the financial report

11. Trade and other receivables (cont’d)

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 dayto-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.

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.

63

GLG Corp Ltd Notes to the financial report

12. Other financial assets

Other financial assets
Non-current
Security deposit
Office rental deposit to Ghim Li Group (i)
Disclosed in the financial statements as:
Total Non-current other financial assets
Consolidated
2024
US$’000
2023
US$’000
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.


Raw materials
Work in progress
Goods in transit
Consumables
Stock lot
Finished goods
Total
Consolidated
2024
US$’000
2023
US$’000
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.

64

GLG Corp Ltd Notes to the financial report

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, fittings and office 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.

Description Valuation
Approach
Unobservable
inputs
Range of inputs Weighted
average
Relationship of
unobservable
inputs to fair
value
Leasehold
Property
Sales
comparison
Price per square
foot
RM23 to RM32.90
per square foot for
land
RM50 to RM100 per
square
foot
for
building
RM
=
Malaysian
Ringgit currency
RM27.70
per
square foot for
land
RM75
per
square foot for
building
The higher the
price per square
foot the higher
the fair value

65

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont’d)

  • Freehold and leasehold land and buildings - Level 3 (cont’d)
Description Valuation
Approach
Unobservable
inputs
Range of inputs Weighted
average
Relationship of
unobservable
inputs to fair
value
Freehold
property
Sales
comparison
Price per square
foot
RM50.90
to
RM80.70
per
square foot for
land
RM50 to RM95
per square foot
for building
RM = Malaysian
Ringgit currency
RM52.50
per
square foot for
land
RM73
per
square foot for
building
The higher the
price per square
foot, the higher
the fair value
Financial year 30 June 2023
Description Valuation
Approach
Unobservable
inputs
Range of inputs Weighted
average
Relationship of
unobservable
inputs to fair
value
Leasehold
Property
Sales
comparison
Price per square
foot
RM26
to
RM30.60
per
square foot for
land
RM50 to RM100
per square foot
for building
RM = Malaysian
Ringgit currency
RM27.70
per
square foot for
land
RM75
per
square foot for
building
The higher the
price per square
foot the higher
the fair value
Freehold
property
Sales
comparison
Price per square
foot
RM42
to
RM54.90
per
square foot for
land
RM50 to RM95
per square foot
for building
RM = Malaysian
Ringgit currency
RM50.50
per
square foot for
land
RM73
per
square foot for
building
The higher the
price per square
foot, the higher
the fair value

66

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont’d)

Valuation of land and buildings – estimates and judgements

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

Land and Buildings
Freehold
Land at independent valuation
Building at independent valuation
Total land and building
Carrying amount of all freehold land and building had it been carried
under the cost model
Leasehold
Land at independent valuation
Building at independent valuation
Total land and building
Carrying amount of all leasehold land and building had it been carried
under the cost model
Plant and Equipment
Plant and equipment:
At cost
Accumulated depreciation
Plant and equipment with net carrying amount were acquired under
finance 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
Consolidated
2024
2023
US$'000
US$'000
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
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

67

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont'd)

Consolidated

At Valuation At Valuation At Cost At Cost
Freehold
land and
buildings
Leasehold
land and
buildings
Sub-total Plant and
machinery
Renovation Other assets Motor
vehicles
Total
Cost US$’000 US$’000 US$’000 US$’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 deficit (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-
off (Note 8)
- - - (5,927) - (40) - (5,967)
Revaluation
surplus
/(deficit)
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

68

GLG Corp Ltd Notes to the financial report

14. Property, plant and equipment (cont'd)

Consolidated Consolidated Consolidated
At Valuation At Cost
Freehold land
and buildings
Leasehold land
and buildings
Sub-total Plant and
machinery
Renovation Other assets Motor
vehicles
Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
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
disposal and write-off
(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.

69

GLG Corp Ltd Notes to the financial report

15. Intangible assets

Consolidated Consolidated Consolidated
Software Goodwill Trademark &
customers
network
Others Total
Cost 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 .

70

GLG Corp Ltd Notes to the financial report

16. Other assets

Current
Prepayments
Consolidated
2024
US$’000
2023
US$’000
1,174
1,192

17. Trade and other payables

Trade payables (i)
Other payables
Ghim Li Group (ii)
Accruals – employee remuneration
Accruals – audit fee
Accruals – trust receipts interest
Accruals – others
Consolidated
2024
US$’000
2023
US$’000
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).

71

GLG Corp Ltd Notes to the financial report

18. Borrowings

.
Borrowings
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 financial statements as:
Current borrowings
Non-current borrowings
Consolidated
2024
US$’000
2023
US$’000
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.

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.

capital expenditure requirements.
disclosed in Note 22.
The facilities used are inclusive of the contingent liabilities as
30 June 2024 Used
US$’000
Unused
US$’000
Total
US$’000
Short term
Long term
Foreign exchange
Total
34,777
44,528
79,305
1,927
-
1,927
-
17,569
17,569
36,704
62,097
**98,801 **

72

GLG Corp Ltd Notes to the financial report

18. Borrowings (cont’d)

30 June 2023 Used
US$’000
Unused
US$’000
Total
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:

balance date were as follows:
2024
Bank loans
2.0% p.a.
Term loan
5.0% p.a.
Bill payable
7.2% p.a.
Trust Receipts
7.1% p.a.
Finance lease liabilities
5.1% p.a.
19.
Issued capital
74,100,000 (2023: 74,100,000) fully paid ordinary
shares
2023
2.0% p.a.
4.8% p.a.
5.9% p.a.
6.2% p.a.
4.9% p.a.
Consolidated
2024
US$’000
2023
US$’000
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.

73

GLG Corp Ltd Notes to the financial report

19. Issued capital (cont’d)

. Issued capital (cont’d)
Fully paid ordinary shares
Balance at beginning of financial year
Balance at end of financial year
Consolidated
No.
’000
2024
US$’000
No.
’000
2023
US$’000
74,100
10,322
74,100
10,322
74,100
10,322
74,100
10,322

20. Retained earnings

Balance at beginning of financial year
Dividend declared
Net loss attributable to members of the parent entity
Balance at end of financial year
Consolidated
2024
US$’000
2023
US$’000
57,531
60,594
-
(1,111)
(3,685)
(1,952)
53,846
57,531

21. Earnings per share


Basic earnings per share:
Total basic earnings per share
Diluted earnings per share:
Total diluted earnings per share
Consolidated
2024
Cents per
share
2023
Cents per
share
(4.97)
(2.63)
(4.97)
(2.63)

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:

Net loss
Earnings used in the calculation of basic EPS
Weighted average number of ordinary shares for the purposes of
basic earnings per share
Consolidated
2024
US$’000
2023
US$’000
(3,685)
(1,952)
(3,685)
(1,952)
Consolidated
2024
No.’000
2023
No.’000
74,100
74,100

74

GLG Corp Ltd Notes to the financial report

21. Earnings per share (cont’d)

Diluted earnings per share

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


Net loss
Earnings used in the calculation of diluted EPS
Weighted average number of ordinary shares used in the
calculation of basic EPS

Basic earnings per share
Consolidated Consolidated
2024
US$’000
2023
US$’000
(3,685)
(1,952)
(3,685)
(1,952)
Consolidated
2024
No.’000
2023
No.’000
74,100
74,100

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.

22. Contingent liabilities

Ctit libiliti
onngen aes
Guarantees arising from Letters of Credit in force (i)
Total
Consolidated
2024
US$’000
2023
US$’000
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.

75

GLG Corp Ltd Notes to the financial report

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)

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 finance charges
Present value of minimum lease payments*
Included in the financial statements as (Note 18)
Current borrowings
Non-current borrowings
Minimum future
lease payments
Consolidated
2024
US$’000
2023
US$’000
Present value of
minimum future lease
payments
Consolidated
2024
US$’000
2023
US$’000
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.

76

GLG Corp Ltd Notes to the financial report

24. Subsidiaries

Name of subsidiary Country of
incorporation
Ownership interest Ownership interest
2024
%
2023
%
Ghim Li Global Pte Ltd Singapore 100 100
Ghim Li Global International Ltd *
Hong Kong
- 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:

Cash and cash equivalents Consolidated
2024
US$’000
2023
US$’000
12,015
19,159
12,015
19,159
(b) Financing facilities
Secured bank loan facilities with various maturity dates and
which may be extended by mutual agreement:
• amount used
• amount unused
Consolidated
2024
US$’000
2023
US$’000
36,704
48,009
62,097
55,210
98,801
103,219

77

GLG Corp Ltd Notes to the financial report

25. Notes to the cash flow statement (cont’d)

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

Loss for the year
Depreciation of property, plant and equipment
Amortisation of intangible assets
Amortisation of right on use assets
Bad and doubtful debts
Unrealised profit
Impairment/write back of inventories
Write-Off of property, plant and equipment
Gain on modification of lease terms of ROU assets
Write back of penalty provision
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
Consolidated
2024
US$’000
2023
US$’000
(3,685)
(1,952)
2,955
3,275
471
465
1,977
2,158
49
2,024
138
(550)
268
578
2,096
(11)
-
(958)
-
(2,765)
656
11,833
(741)
12,334
16
(231)
622
(544)
(2,470)
(2,682)
(279)
(271)
(263)
128
1,810
22,831

(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
Cashflows
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

78

GLG Corp Ltd Notes to the financial report

26. Reserves

(a) Revaluation reserves
Beginning of financial year
Deferred tax liabilities on revaluation
Revaluation loss arising from land and building
End of financial year
Consolidated
2024
US$’000
2023
US$’000
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.

79

GLG Corp Ltd Notes to the financial report

27. Right-of-use assets and leases

Consolidated
2024 2023
US$’000 US$’000
Cost
Balance as at 1 July 6,903 17,093
Additions 149 2,427
Disposal/Modification of the terms of leases (156) (12,617)
Balance as at 30 June 6,896 6,903
Amortisation
Balance as at 1 July 3,243 6,031
Amortisation 1,977 2,158
Disposal/Modification of the terms of leases (156) (4,946)
Balance as at 30 June 5,064 3,243
Net book value 1,832 3,660
Consolidated
2024 2023
US$’000 US$’000
Lease Liability
Balance as at 1 July 3,859 12,129
Additions 149 2,427
Modification/Disposal of the terms of leases - (8,628)
Balance as at 30 June 4,008 5,928
Repayment
Cash payments (2,186) (2,069)
Interest expense 148 379
Net payments 2,038 1,690
Balance as at 30 June 1,970 3,859
Current lease liability 1,401 1,859
Non-current lease liability 569 2,000
Total lease liability 1,970 3,859
Lease Location Term Interest rate
Head office 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%

80

GLG Corp Ltd Notes to the financial report

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.

81

GLG Corp Ltd Notes to the financial report

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:

Debt (i)
Cash and cash equivalents
Net Debt
Equity (ii)
Net debt to equity ratio
Consolidated
2024
US$’000
2023
US$’000
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
Financial assets
Amortised cost
Financial liabilities
Amortised cost
Consolidated
2024
US$’000
2023
US$’000
48,069
55,121
46,079
56,417

82

GLG Corp Ltd Notes to the financial report

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:

Singapore dollars
Hong Kong dollars
Malaysia Ringgit
Australia Dollar
Liabilities
2024
US$’000
2023
US$’000
1,251
4,313
-
-
3,395
3,275
60
56
4,706
7,644
Assets
2024
US$’000
2023
US$’000
1,176
1,326
92
92
443
2,473
110
135
1,821
4,026

83

GLG Corp Ltd Notes to the financial report

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.

Profit or loss

Malaysia Ringgit
Impact
Consolidated
2024
2023
US$’000
US$’000
(590)
(160)
Other Foreign
Currency Impact
Consolidated
2024
2023
US$’000
US$’000
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.

84

GLG Corp Ltd Notes to the financial report

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 credit-ratings assigned by international credit-rating agencies. There were no derivatives in the current year.

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

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

(h) Liquidity risk management

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

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

85

GLG Corp Ltd Notes to the financial report

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

Weighted
average
effective
interest
rate
Within
1 year
2-5 year 5+
years
Total



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.

86

GLG Corp Ltd Notes to the financial report

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 rate Foreign currency
IDR’000
Notional
Currency
US$’000
Fair Value
US$’000
2023
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.

87

GLG Corp Ltd Notes to the financial report

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:

Short-term employee benefits
Post-employment benefits
Consolidated
2024
US$
2023
US$
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.

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.

88

GLG Corp Ltd Notes to the financial report

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

  • (j) Key management personnel remuneration

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

(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:

Rental
Utilities
Purchases
Total
Transaction with Ghim
Li Group Pte Ltd
(majority shareholder)
2024
2023
US$’000
US$’000
1,190
1,332
122
78
-
-
1,312
1,410
Transaction with ESTA
2024
2023
US$’000
US$’000
-
14
-
-
-
3
-
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.

89

GLG Corp Ltd Notes to the financial report

31. Remuneration of auditors

Auditor of the parent entity – BDO
Audit and review of the financial report
Tax services
Related Practice of the parent entity auditor
Audit or review of the subsidiaries
Tax services
Consolidated
2024
US$
2023
US$
80,503
4,518
74,377
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).

32. Parent entity disclosures

Financial position

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
2024
US$’000
2023
US$’000
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

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GLG Corp Ltd

Notes to the financial report

32. Parent entity disclosures (cont’d)

Financial performance

(Loss)/ Profit for the year
Other comprehensive income
Total comprehensive income
2024
US$’000
2023
US$’000
(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.

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GLG Corp Ltd

Consolidated Entity Disclosure Statement

Consolidated Entity Disclosure Statement

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.

Entity Name Tye
of
Entity
Trustee,
partner or
participant
in
Joint
Venture
%
of
Share
Capital
Country
of
Incorporation
Country of
residence
for
tax
purposes
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

92

GLG Corp Ltd Additional Australia Securities Exchange Information

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
Ghim Li Group Pte Ltd
55,560,000
74.98
55,560,000
74.98
Unmarketable Parcels
Total Securities/Issued Capital
Total UMP Securities
UMP Holders
UMP Percent
74,100,000
500,674
267
0.67567
Fully paid ordinary shares Fully paid ordinary shares
Number Percentage
55,560,000
74.98
55,560,000
74.98

At 14 August 2024, there were no restricted or unquoted equity securities to disclose and no on-market purchases of securities to report.

93

GLG Corp Ltd Additional Australia Securities Exchange Information

Twenty largest holders of quoted equity securities

Top 20 holders – 14 August 2024

Rank Name Shares %
1 Ghim Li GroupPte Ltd 53,338,000 71.98%
2 Mr Yin Min Yong 3,504,751 4.73%
3 BNP Paribas Noms PtyLtd 2,802,300 3.78%
4 Ms PeilingGan 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 PtyLtd 1,029,444 1.39%
9 GowingBros Limited 823,678 1.11%
10 CiticorpNominees PtyLimited 520,118 0.70%
11 Dixson Trust PtyLimited 330,000 0.45%
12 Mr Michael James Pauley 251,988 0.34%
13 Markess Trustee Limited 250,000 0.34%
14 Kam HingPiece Works Ltd 206,010 0.28%
15 AngLeongAik 200,000 0.27%
16 AJD EngineeringPtyLtd 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 TengPeng 100,000 0.15%
Total Securities of Top20 Holdings 71,241,740 96.14%
Total of Securities 74,100,000

The Company’s ordinary shares are listed on the Australian Securities Exchange.

94

GLG Corp Ltd Notes to the financial report

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

95