contentsgdsglobal.listedcompany.com/misc/ar2013.pdfgarage door systems various types of garage door...

Annual Report 2013

Corporate Structure 01

Corporate Profile 02

Business Overview 04

Key Corporate Milestones 06

Chairman’s Message to Shareholders 08

Board of Directors 12

Senior Management 14

Management Team 16

Corporate Information 17

Financial Highlights 18

Operations and Financial Review 19

Corporate Social Responsibility 22

Corporate Governance 26

Financial Contents 38

CONTENTS

This annual report has been prepared by the Company and its contents have been reviewed by the Company’s Sponsor, CIMB Bank Berhad, Singapore Branch (the “Sponsor”), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), this being the SGX-ST Listing Manual Section B: Rules of Catalist. The Sponsor has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Mr Benjamin Choy, Director, Corporate Finance. The contact particulars are 50 Raffles Place, #09-01 Singapore Land Tower, Singapore 048623, telephone (65) 6337 5115.

The leAding commeRciAl And indusTRiAl dooR mAnufAcTuReR in singApoRe foR The peRiod of 2010 To 20121

1 Based on the report titled “Commercial and Industrial Doors in Singapore” prepared by Euromonitor International Limited.

Annual Report 2013 01

COrpOraTE STruCTurE

Gliderol Doors (S) Pte. Ltd.

(Incorporated in Singapore)

Gliderol Doors Asia Limited

(Incorporated in Taiwan)

GDS Global Limited(Incorporated in Singapore)

Gliderol International (ME) FZE

(Incorporated in the United Arab Emirates)

100% 55%

100%

gds global limited02

Established since 1982, GDS Global Limited (the “Company” or “GDS” and together with its subsidiaries, the “Group”) is a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region.

With its strong technical expertise, proprietary know-how and technology-based solutions, the Group offers an extensive range of door and shutter systems that can be tailored to the specific needs and requirements of its customers. GDS’ products are widely used across a broad spectrum of industries which include manufacturing, retail, food processing, hospitality, health, education, aerospace, security and defence. Over the years, some of the Group’s iconic projects include Marina Bay Sands Integrated Resort, Resorts World Sentosa, Marina Bay Financial Centre, Eurocopter hangar at Seletar Aerospace Park, Hamilton Scotts condominium and JCube.

COrpOraTE prOfilE

gds WAs RAnked As The leAding commeRciAl And indusTRiAl dooR mAnufAcTuReR in singApoRe foR The peRiod of 2010 To 2012, holding moRe ThAn 30% of cusTomeR VAlue spend1, 2

1 Based on the report titled “Commercial and Industrial Doors in Singapore” prepared by Euromonitor International Limited. 2 Customer value spend includes the spend on the material door as well as all accompanying installation charges. Service, repair and maintenance spend not incurred at the point of spend

on material door is excluded from the assessment.


3 UL LLC (Underwriters Laboratories), a global independent safety science company offering expertise including, inter alia product safety and verification services.

4 FM Approval, a division of Factory Mutual Insurance Company, which provides third party certification of property loss prevention products and services.

Underscoring its technology-driven edge, GDS is the only Singapore manufacturer which can offer steel insulated fire shutters with an insulation value of up to 120 minutes and also UL3 and FM4 listed fire shutters.

GDS also provides service and maintenance works for the products supplied or installed by the Group or third parties.

The Group is headquartered in Singapore where it operates one of the largest manufacturing facilities amongst industry players, spanning an area of approximately 7,797 square metres. The Group has also successfully expanded its presence overseas through an operating subsidiary with a 1,218 square metres manufacturing facility in the United Arab Emirates, and a majority-held subsidiary in Taiwan.

On 19 April 2013, GDS was successfully listed on the Catalist of the Singapore Exchange Securities Trading Limited.

For more information, please visit www.gdsglobal.com.sg


With a team of experienced engineers and technicians, the Group provides a full suite of products and services to its customers comprising:

• the manufacture and supply of a wide range of door and shutter systems;

• provision of specialist engineering and consultancy services; and

• provision of project management services for installation of door and shutter systems in connection with a project development.

BuSiNESS OvErviEw

ouR pRoducT And seRVice offeRings

industrial Door Systems

• Gliderol continuous sheet roller door

• Wide range of interlocking slats roller shutters in steel and aluminium

• Insulated roller shutters

• Gliderol GIANT series extra-large roller shutters

• High security roller shutters

• Louvred roller shutters

• Sectional overhead door

• Renlita bi-folding door

• Butzbach stacking door

Commercial Door Systems

• Gliderol roller door

• Alfresco steel shutters

• Crystal aluminium shutters

• CrystalClear transparent shutters

• Premium roller grilles

• High security roller shutters

• Panorama shutters

• Butzbach glass stacking door

Hangar Door Systems

• Butzbach sliding hangar door

• Gliderol GIANT series hangar door

Garage Door SystemsVarious types of garage door systems such as sectional garage doors, roller doors and Renlita tilt-up doors, for use in private homes.

We manufacture and supply a wide range of door systems that comprise our own products and third party products. These systems include:

DOOr SySTEmS


SpECial appliCaTiONS

We offer different types of doors for special applications. They include:

• Won-Door FireGuard fire-rated accordion door• Won-Door DuraSound acoustic accordion door• Butzbach NOVOSPRINT high-speed traffic door• Gliderol Swift high-speed traffic door• Horizontally coiling hatch

SErviCE aND maiNTENaNCE wOrkS

Preventive and general maintenance, repair and replacement of faulty components and safety checks are typically part of our service and maintenance works.

Our maintenance services are offered on a renewable fixed term service contract basis, usually for a term of one to three years, with an agreed annual fee levied.

In addition, we also provide ad hoc repair and maintenance services to any customer who may require similar services, under which the fees charged would be determined by the type of expertise required.

firE-raTED SHuTTEr SySTEmS

We manufacture and supply a range of proprietary fire-rated shutter systems which are tested by recognised test laboratories and are accepted by the relevant authorities. They include:

• Model FRSC non-insulated fire shutter• Model TIFS with normal heat insulation• Model IFS series insulated fire shutter• Model IFC insulated fire curtain• Model FRSA non-insulated fire shutter

THE GrOwiNG impOrTaNCE aND appliCaTiON Of firE-raTED SHuTTEr SySTEmS Commonly used in buildings as an operable fire barrier that is automatically deployed in a fire situation, fire-rated shutter systems function as a security shutter. Given their importance in the safety of buildings, these shutters must be tested to meet the performance criteria set by requisite regulatory standards and accorded a rating for fire insulation and integrity.


kEy COrpOraTE milESTONES

1980s: Our Beginnings

• Established in 1982 as a building construction business, Divine Builders Pte. Ltd., by Michael Wong and three other partners.

• Secured exclusive license for the manufacture and sale of Gliderol International Pty Ltd’s door products in Singapore, Malaysia and Brunei in 1986.

1990s: powering ahead through innovation

• Started the development and manufacture of our own range of door and shutter products in 1991.

• Secured exclusive distributorship from Butzbach GmbH Industrietore for its stacking and hangar door systems in Singapore, Malaysia and Brunei in 1992.

• Relocated to a larger factory at current premises at 86 International Road in 1996.

• Developed first fire-rated shutter design and passed the prescribed fire test carried out by Underwriters Laboratories in 1997. Thereafter, continued to develop more models of fire shutters and successfully tested and listed the models as approved regulated products in Singapore in 1997 as well.

2000s: moving into Higher Gear of Growth

• Appointed as the exclusive distributor of Won-Door Corporation for its door products in Singapore in 2008.

• Commenced the manufacture and sale of first steel insulated fire shutters with an insulation value of 60 minutes developed by Michael Wong in 2009.

• Our fire shutters were successfully tested and accepted by FM Approval, a division of Factory Mutual Insurance Company, which provides third party certification of property loss prevention products and services, in 2010.


• Acquired the rights, title and interests to two inventions entitled “Louvred Shutter” and “Improvements to Roller Shutters” from Michael Wong.

• Entered into a fresh license agreement with Gliderol International Pty Ltd and also granted them an exclusive license to use our intellectual property rights in the manufacture, distribution and/or sale of their industrial and commercial door products in Australia and New Zealand.

• Successfully listed on the Catalist of the Singapore Exchange Securities Trading Limited on 19 April 2013.

• Carried out a fire test on an improved model of steel insulated fire shutters and achieved an insulation value of 120 minutes and fire integrity of 240 minutes.

2011: Cementing our leadership position

• Acquired the rights and ownership of the patent on the steel insulated fire shutter design from Michael Wong.

• Successfully developed the Model IFC insulated fire curtain which achieved almost 240 minutes of fire insulation.

• Developed a cost-efficient design for small aircraft hangar doors for helicopter and light aircraft which used our large heavy-duty roller shutters incorporating fully-automated mullions.

2012: Spreading our wings Overseas

• Established a formal presence in the United Arab Emirates through the acquisition and setting up of Gliderol International (ME) FZE.

• Set up a subsidiary in Taiwan, Gliderol Doors Asia Limited.

2013: The Next leap forward


CHairmaN’S mESSaGE TO SHarEHOlDErS

oVeR The yeARs, We hAVe scAled up ouR opeRATions ThRough innoVATions poWeRed by sTRong in-house ReseARch And deVelopmenT As Well As disTRibuToRship AgReemenTs secuRed fRom pRominenT globAl bRAnds. ”

“


DEar SHarEHOlDErS,

It gives me great pleasure to present to you the inaugural annual report of GDS Global Limited (“GDS” or the “Company”) and its subsidiaries (the “Group”). It has been an exciting year for us as we successfully made our listing debut on the Catalist of the Singapore Exchange Securities Trading Limited.

Our initial public offering (“IPO”) in April 2013 garnered strong interest from the investment community in Singapore. Priced at S$0.25 per share, the offering of 17.5 million invitation shares, comprising 1 million offer shares and 16.5 million placement shares, was approximately 13 times subscribed. I would like to take this opportunity to thank all our investors for placing their faith in GDS.

GDS was first established in 1982 as a building construction business with sub-contract of door installation works as an ancillary business. The economic recession that hit Singapore in the mid-80s presented us with an opportunity to take over the customer base of our business partner, which exited the roller door business. This marked our entry into the commercial and industrial door industry.

GDS has never looked back since. Over the years, we have scaled up our operations through innovations powered by strong in-house research and development as well as distributorship agreements secured from prominent global brands. This strategy has successfully paved the way for the Group to emerge as a leading provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region.

fy2013 fiNaNCial pErfOrmaNCE

The demand for our door and shutter systems is directly related to the construction industry, which experienced normalised growth in 2013 after years of phenomenal growth. During the year, the industry was affected by a labour market crunch arising from the government’s labour tightening measures, which led to delays in construction projects.

Against this industry landscape, GDS saw a slowdown in the first half of our financial year ended 30 September 2013 (“FY2013”) caused primarily by the delays in the onsite construction work of several of our projects. Several of the larger projects were pushed back to the second half of FY2013 which posed a challenge for the Group’s production capacity and manpower.

The Group overcame the challenges to achieve a 13.3% growth in revenue to S$15.66 million for FY2013 as compared to the financial year ended 30 September 2012 (“FY2012”). This improved topline was supported by stronger sales of our door and shutter systems to customers comprising mainly government institutions and developers of industrial and commercial projects. I want to give special credit to my team of staff who have worked tirelessly to ensure we meet delivery commitments to our customers, especially during the second half of FY2013.

Our net profit, however, was trimmed from S$2.64 million in FY2012 to S$1.66 million in FY2013. This was largely due to the one-off IPO expenses, increased employment compensation due to higher headcount to support the business, and increased compliance costs incurred as a public listed company.


CHairmaN’S mESSaGE TO SHarEHOlDErS

DiviDEND payOuT Of 45.4%

With this financial performance, the Board of Directors of the Company is pleased to recommend a first and final dividend of 0.7 Singapore cents per share for FY2013. This translates to a dividend payout of 45.4% which is in line with that we had set out during our IPO.

piONEEriNG iNNOvaTiON

GDS has always been a leader in insulated fire shutters in Singapore and the region. We are one of the few players in the industry who are able to offer steel insulated fire shutters with an insulation value of up to 60 minutes. In FY2013, GDS continued to focus on technology innovation to improve our range of such products and I am pleased to report that we have made much headway.

We recently carried out a fire test on an improved model of our steel insulated fire shutters and achieved an insulation value of 120 minutes and fire integrity of 240 minutes. This is a significant success for the Group as we became the first in the industry to achieve an insulation value of 120 minutes for steel insulated fire shutters in Singapore and the region.

With increasingly stringent fire safety requirements made mandatory in Singapore and other markets in the region such as Taiwan and Hong Kong, we expect demand for such insulated fire shutters to increase. We believe that this distinct first mover advantage will put us in a good position to capture a larger share of the market, and further strengthen our leadership position in the insulated fire products industry in Singapore and the region. We have already started to manufacture and sell this product in Singapore and are optimistic about its future growth potential.

OpENiNG DOOrS OvErSEaS Our overseas operations continued to make good progress in FY2013. In Taiwan, we delivered and installed the first batch of our Gliderol GIANT series hangar doors in July 2013. Shortly after completion, it emerged unscathed when tested by Typhoon Soulik which was considered a major typhoon, with reported wind speeds of around 170 km/h. We have also successfully tested a fire shutter with fire integrity of 240 minutes. At present, we are in the testing phase of our insulated fire shutters and expect it to be completed within the next financial year. Upon completion, we will be able to offer our range of insulated fire products in Taiwan, thus strengthening our position in the market.

Over in the Middle East, we registered a local distributor as a commercial agent for some of our fire-rated doors and obtained regulatory approval from the authorities for the sale of such products in Dubai and Abu Dhabi. Notwithstanding this positive development, we recognise that the volatile political climate in this region may hamper market demand for our products. Nevertheless, we will continue to work towards obtaining more of such approvals from the other countries in the region, which if successful, will bring to the Group a more diversified revenue stream geographically.

iNDuSTry OuTlOOk aND STraTEGiES

Looking ahead, the Group remains cautiously optimistic that the outlook for the door and shutter solutions industry in Singapore will remain positive in the next financial year. As at 30 September 2013, the Group has a healthy order book that will keep us busy for a good part of the next financial year and we will continue to be on the lookout for new projects to maintain or expand our order book.


We anticipate the construction sector in Singapore to remain generally robust driven by ongoing infrastructure development. The Building and Construction Authority expects overall construction demand to be between S$26 billion and S$32 billion for 2013 and in the region of S$20 billion to S$28 billion per annum for 2014 and 2015 respectively1.

Singapore’s tightened supply of foreign labour, however, is expected to challenge our ability to ramp up our production capacity to meet demand growth for our products and services. In addition, we can expect increased business and staff costs to inevitably arise from increased foreign workers’ levies, reduction in man-year entitlements and changes in the criteria for the various work passes introduced in the Singapore Budget 2013.

In the face of such challenges, we plan to take appropriate steps and measures to maintain our competitiveness. The Group will strive to garner more new projects and is hopeful that demand for our steel insulated fire shutters with 120 minutes insulation value will increase, possibly generating higher sales for our other products as well. While we will remain focused on developing new products, the Group is also exploring innovative ways to reduce the labour content of our existing products and processes, which will help mitigate rising costs. This strategy is also aligned with the government’s initiatives to encourage nation-wide innovation and productivity.

apprECiaTiON

On behalf of the Board of Directors, I would like to express my personal gratitude to the many dedicated people who have contributed to the growth of GDS.

To our management team and staff – thank you for your dedication, commitment and enthusiasm. We would not have all these achievements without you.

To our customers, business partners and suppliers – thank you for your trust and support through these years. I look forward to many more years of strong partnership with you.

To our shareholders – thank you for your confidence and belief in us. Rest assured that our team will continue to work hard to deliver results to you.

Yours sincerely,

miCHaEl wONGChairman and Chief Executive Officer

1 Building and Construction Authority press release, “Public sector projects to boost construction demand in 2013”, 16 January 2013.


BOarD Of DirECTOrS

1

234

MR MICHAEL WONG

MR WU CHIAW CHING

MR GOH BOON KOK

MS PEBBLE SIA HUEI-CHIEH

1

2

3

4


miCHaEl wONGChairman and Chief Executive Officer

Bringing with him more than 20 years of experience in the commercial and industrial doors industry, Mr Michael Wong is responsible for the Group’s overall management, formulating the Group’s strategic directions and expansion plans, developing and maintaining relationships with customers and suppliers and overseeing the Group’s general operations.

Mr Wong established Gliderol Doors (S) Pte. Ltd. in 1982 and as its Managing Director, he has been instrumental in the expansion of the Group and continually sources for investment opportunities to promote the growth of the Group’s business.

wu CHiaw CHiNGLead Independent Director

Appointed as the Lead Independent Director of the Group on 21 March 2013, Mr Wu Chiaw Ching has been the proprietor of Wu Chiaw Ching & Company since 1987. He is a fellow member of the Institute of Singapore Chartered Accountants, the Association of Chartered Certified Accountants, United Kingdom and Certified Public Accountants, Australia and a member of the Singapore Institute of Directors.

Mr Wu is currently an independent director of SGX-ST Mainboard-listed Goodland Group Limited, LHT Holdings Limited and Gaylin Holdings Limited, and SGX-ST Catalist-listed Natural Cool Holdings Limited.

He obtained a Bachelor of Commerce (Accountancy) from Nanyang University, Singapore, and a Post-graduate Diploma in Business and Administration from Massey University, New Zealand. He also obtained a Diploma in Management Consultancy from the National Productivity Board, Singapore and a Master of Arts (Finance and Accounting) from Leeds Metropolitan University, United Kingdom.

GOH BOON kOkIndependent Director

Mr Goh Boon Kok was appointed as an Independent Director on 21 March 2013. He runs his own practice, Goh Boon Kok & Co, which he established in 1977. He is a member of the Institute of Singapore Chartered Accountants, the Chartered Institute of Management Accountants, United Kingdom and the Chartered Institute of Secretaries and Administrators, United Kingdom.

Mr Goh accumulated more than 30 years of experience in both auditing and accounting through holding various positions with companies and government agencies. He is currently an independent director of SGX-ST Mainboard-listed Blumont Group Ltd. and Super Group Ltd., and SGX-ST Catalist-listed Magnus Energy Group Ltd. and Pan Asian Holdings Limited.

He obtained a Bachelor of Accountancy from the University of Singapore.

pEBBlE Sia HuEi-CHiEHIndependent Director

Ms Pebble Sia Huei-Chieh was appointed as an Independent Director on 21 March 2013. She is the Founder Director of Esquire Law Corporation. She commenced her legal practice in David Lim & Partners in 1997 and thereafter practiced at John Koh & Co which was renamed J Koh & Co. She was admitted as a Barrister-at-law (Middle Temple) of England in 1996 and as an Advocate and Solicitor of the Supreme Court of Singapore in 1997.

She obtained a Bachelor of Laws with Honours, Second Upper Division from King’s College London in 1995.


SENiOr maNaGEmENT

MS GINA LEE

MS KAREN LIM

MS LEE LI HUANG

MR LEOW CHYAN 1 23 4

1

2

3

4


GiNa lEESenior Manager (Corporate Affairs, Human Resource and Administration)

Ms Gina Lee joined the Group in August 1991. She is responsible for the Group’s corporate affairs, human resource and administrative matters.

She joined Gliderol Doors (S) Pte. Ltd. in August 1991 as a confidential secretary and has been with the Group since. During this period, she has held other positions including Management Executive and Manager (Human Resource and Administration).

Ms Lee obtained a Diploma in Business Efficiency & Productivity (Personnel Management) from the Institute for Productivity Training of the National Productivity Board of Singapore in 1994.

karEN limSenior Manager (Operations)

Ms Karen Lim joined the Group in April 1990. She is responsible for overall project management and after-sales services. She also oversees the production aspects of the Group’s operations.

She joined the Group as an Operations Executive in April 1990. In January 1994, she left the Group and pursued a career in real estate in Data Property Consultant Pte Ltd in October 1994 and thereafter, Salease Realty Network Pte Ltd in October 1996. She re-joined Gliderol Doors (S) Pte. Ltd. as Manager (Operations) in 2000 and has been with the Group since.

Ms Lim graduated with a Diploma in Architectural Technology from Singapore Polytechnic in 1986.

lEE li HuaNGChief Financial Officer

Ms Lee Li Huang joined the Group in November 2012. She is responsible for the financial accounting and reporting of the Group’s business. She is also involved in the oversight of the Group’s treasury functions and

compliance with regulatory bodies as well as the day-to-day functioning of the finance and accounting operations, internal controls, taxation and financial reporting matters of the Group.

Prior to joining the Group, Ms Lee was the Audit and Technical Director of RSM Chio Lim LLP from May 2011 to October 2012 and was the Head of Technical Division of the Institute of Certified Public Accountants of Singapore (now known as Institute of Singapore Chartered Accountants) from August 2010 to February 2011. In 2004, she joined Ernst & Young (Beijing) in audit and held the position of Senior Manager before leaving the firm in 2010. Prior to that, she worked in Ernst & Young (Singapore) from 1998 to 2004.

Ms Lee obtained a Bachelor of Accountancy with Honours from the Nanyang Technological University in 1998. She is also a member of the Institute of Singapore Chartered Accountants.

lEOw CHyaN Senior Manager (Technical)

Mr Leow Chyan joined the Group in May 1997. He is responsible for the design, development and systems integration of products from conception to implementation. He identifies system deficiencies in the technical aspects of the products’ operation and implements solutions and revisions to them. He also manages complex projects (local and overseas) and serves as the liaison between overseas principals and project managers. In addition, he also ensures that products manufactured by the Group comply with the relevant regulatory codes in various jurisdictions.

He began his career as a Police Officer with the Singapore Police Force in 1990. From 1996 to 1997, he was a Sales Executive in Azen Manufacturing Pte Ltd before joining the Group as a Marketing Executive.

Mr Leow graduated from Sumbershire Business School in 1996 with an Advanced Certificate in Marketing.


maNaGEmENT TEam

MS LEE LI HUANGChief Financial Officer

MR WILSON KEKService Manager

MR MICHAEL WONG Chairman and Chief Executive Officer

MS GINA LEESenior Manager (Corporate Affairs, Human Resource and Administration)

MS KAREN LIMSenior Manager (Operations)

MR LEOW CHYANSenior Manager (Technical)

MS ANGELA LINSales Manager

MS NANNETTE TABANGAYContracts Manager

From left to right:


COrpOraTE iNfOrmaTiON

BOarD Of DirECTOrS

Michael Wong (Chairman and Chief Executive Officer)Wu Chiaw Ching (Lead Independent Director)Goh Boon Kok (Independent Director)Pebble Sia Huei-Chieh (Independent Director)

auDiT COmmiTTEE

Wu Chiaw Ching (Chairman)Goh Boon KokPebble Sia Huei-Chieh

rEmuNEraTiON COmmiTTEE Pebble Sia Huei-Chieh (Chairman)Wu Chiaw ChingGoh Boon Kok

NOmiNaTiNG COmmiTTEE

Goh Boon Kok (Chairman)Michael Wong Wu Chiaw ChingPebble Sia Huei-Chieh

COmpaNy SECrETariES

Yeoh Kar Choo Sharon, ACISChiang Wai Ming, ACISLee Li Huang, CA

rEGiSTErED OffiCE 86 International RoadSingapore 629176

SHarE rEGiSTrar aND SHarE TraNSfEr OffiCE

Boardroom Corporate & Advisory Services Pte. Ltd.50 Raffles Place#32-01 Singapore Land TowerSingapore 048623

auDiTOrS Deloitte & Touche LLP6 Shenton Way, OUE Downtown 2#32-00Singapore 068809

Partner-in-charge: Ng Peck Hoon (a member of the Institute of Singapore Chartered Accountants)

Date of Appointment: 3 October 2012

wEBSiTE

www.gdsglobal.com.sg

iNvESTOr rElaTiONS

GDS Global LimitedLee Li Huang, Chief Financial [email protected]

August Consulting Silvia Heng / Ho [email protected] / [email protected]


1 Based on share capital as at 30 September 2012 (adjusted for sub-division of each ordinary share into 50 ordinary shares) of 94,000,000 ordinary shares.2 Based on closing price as at end of the financial year.

fiNaNCial HiGHliGHTS

fy2013 fy2012 fy2011

income Statement (S$’000)

Revenue 15,660 13,820 13,240

Gross profit 7,663 6,910 5,327

Net profit 1,656 2,636 1,680

Gross profit margin (%) 48.9 50.0 40.2

Net profit margin (%) 10.6 19.1 12.7

Balance Sheet (S$’000)

Total assets 17,255 11,486 12,479

Total liabilities 3,410 2,944 3,489

Total shareholders’ equity 13,845 8,542 8,990

Cash and cash equivalents 4,568 2,350 685

Cash flows (S$’000)

Operating cash flows (850) 3,875 772

Capital expenditure (329) (178) (2,184)

key ratios

Revenue growth (%) 13.3 4.4 (2.3)

Net profit growth (%) (37.2) 57.0 7.8

Return on shareholders’ equity (%) 15.6 30.5 20.4

Return on total assets (%) 11.5 22.0 13.6

Dividend payout (%) 45.4 - NA

per Share information (cents)

Earnings per share 1.64 2.851 NA

Net asset value per share 12.17 9.091 NA

Dividend per share 0.70 - NA

market Capitalisation (S$’000)2 29,120 NA NA

(financial year Ended 30 September)

NA: Denotes “Not applicable” as the Company was only incorporated on 19 July 2012.


iNCOmE STaTEmENT

OpEraTiONS aND fiNaNCial rEviEw

S$’000 fy2013 fy2012 Change (%)

revenue3 15,660 13,820 13.3

- Sale of door and shutter systems

14,027 12,391 13.2

- Provision of service and maintenance works

1,633 1,429 14.3

Cost of sales (7,997) (6,910) 15.7

Gross profit 7,663 6,910 10.9

Other operating income 628 776 (19.1)

Marketing and distribution expenses

(641) (621) 3.2

Administrative expenses (5,618) (3,658) 53.6

Other operating expenses (231) (177) 31.1

Investment revenue 16 145 (89.1)

For the financial year ended 30 September 2013 (“FY2013”), the Group reported a net profit of S$1.66 million on the back of a 13.3%

increase in revenue to S$15.66 million.

3 The Group operates and manages its business primarily as a single operating segment in the manufacture and supply of door and shutter systems and provision of service and maintenance works. As such, no operating segmental revenue and results have been prepared.

Gross profit: Gross profit margin remained stable at 48.9% in FY2013.

Other gains and losses 35 (137) NM

Finance costs (16) (49) (67.5)

Other gains and losses: Other gains and losses reversed from net losses of S$0.14 million in FY2012 to net gains of S$0.04 million in FY2013 mainly due to the (i) absence of loss on disposal of quoted investments of S$0.06 million in FY2013; and (ii) net foreign exchange gains arising from the translation of trade receivables denominated in US$ in FY2013.

finance costs: Mainly due to the decrease in the level of bank borrowings during FY2013.

investment revenue: Due to the absence of distribution income from quoted investments in FY2013. The quoted investments were sold to D’Oasis Pte. Ltd., the ultimate holding company of the Company, in September 2012.

revenue: Due to the increase in the sale of door and shutter systems arising from increased demand for such products from developers of industrial and commercial projects.

Other operating income: Mainly attributed to the decrease in rental income arising from the cessation of the sub-letting of the premises at 88 International Road in November 2011 upon the termination of the lease for this property.

administrative expenses: Mainly due to the increase in: (i) professional fees and related incidental expenses of S$1.09 million charged to the income statement in FY2013 in relation to the Company’s IPO; (ii) employee compensation of S$0.62 million due mainly to the increase in headcount; and (iii) professional and consultancy fees of S$0.19 million due to the compliance costs incurred as a listed company.


S$’000 fy2013 fy2012

Total assets 17,255 11,486

Total current assets 13,705 7,906

Cash and cash equivalents 4,568 2,350

Trade and other receivables 6,398 3,591

Inventories 2,739 1,965

Total non-current assets 3,550 3,580

Property, plant and equipment 1,095 1,031

Intangible asset 1,455 1,549

Pledged bank deposits 1,000 1,000

Total liabilities 3,410 2,944

Total current liabilities 3,103 2,755

Bank borrowings 183 412

Trade and other payables 2,899 1,671

fiNaNCial pOSiTiON

iNCOmE STaTEmENT (CONT’D)

OpEraTiONS aND fiNaNCial rEviEw

Current portion of finance leases 20 26

Income tax payable 1 646

Total non-current liabilities 307 189

Finance leases 3 23

Deferred tax liabilities 281 142

Other payables 23 24

Total Shareholders’ Equity 13,845 8,542

profit before tax 1,836 3,189 (42.4)

Income tax expense (180) (553) (67.4)

profit for the year 1,656 2,636 (37.2)

profit (loss) attributable to:

Owners of the Company 1,726 2,675 (35.5)

Non-controlling interests (70) (39) 81.4

S$’000 fy2013 fy2012 Change (%)

income tax expense: In line with the lower profit before tax for FY2013, and also attributed to the adjustments for overprovision of tax in respect of prior years of S$0.20 million in FY2013.

profit for the year: The decrease was mainly a result of the above.

Current assets: Mainly due to the increase in: (i) cash and cash equivalents of S$2.22 million mainly attributed to the receipt of IPO proceeds; (ii) trade and other receivables of S$2.81 million mainly attributed to the increase in trade receivables of S$2.71 million as a result of higher sales during the last quarter of FY2013 and slower repayments from customers during the year; and (iii) inventories of S$0.77 million mainly due to purchase of raw materials and components to meet production demands.Non-current assets: Remained fairly stable at S$3.55 million as at 30 September 2013.

Current liabilities: Mainly due to the increase in trade and other payables of S$1.23 million as the Group made payments in respect of a smaller proportion of trade payables.

This was partially offset by the decrease in: (i) bank borrowings of S$0.23 million due to repayments during the year; and (ii) income tax payable of S$0.65 million due to payments during the year.

Non-current liabilities: Mainly due to the increase in deferred tax liabilities of S$0.14 million.

Total shareholders’ equity: Mainly attributed to the increase in share capital of S$3.36 million and profits earned during the year.


S$’000 fy2013 fy2012

Net cash (used in) from operating activities (850) 3,875

Net cash (used in) from investing activities (312) 150

Net cash from (used in) financing activities 3,380 (2,099)

Net increase in cash and cash equivalents

2,218 1,926

Cash and cash equivalents at end of the financial year

4,568 2,350

CaSH aND CaSH EquivalENTS

SHarEHOlDErS’ rETurNS Although the Group does not have a fixed dividend policy, it intends to recommend and distribute dividends of not less than 30% of its

net profits attributable to shareholders in each of FY2013, FY2014 and FY2015.

For FY2013, the Group declared a total dividend of 0.7 Singapore cents per ordinary share, which represented a payout ratio of 45.4%.

upDaTE ON uSE Of ipO prOCEEDSThe Group raised net proceeds of S$1.43 million from its IPO, which have been utilised as follows as at 30 September 2013 and in

accordance with the intended use as stated in the Offer Document:

Net cash from financing activities: Net cash from financing activities amounted to S$3.38 million and was mainly due to (i) proceeds from issue of new ordinary shares after payment of share issue expenses of S$3.36 million; and (ii) capital contribution from non-controlling interests in Gliderol Doors Asia Limited of S$0.29 million. This was partially offset by repayment of bank borrowings of S$0.23 million.

Net cash used in investing activities: Net cash used in investing activities amounted to S$0.31 million mainly due to purchase of property, plant and equipment in FY2013.

Net cash used in operating activities: In FY2013, the Group generated net cash of S$2.20 million from operating activities before changes in working capital. The Group’s net working capital outflow amounted to S$0.16 million and was mainly due to (i) an increase in trade and other receivables of S$2.81 million; and (ii) an increase in inventories of S$0.77 million. This was partially offset by an increase in trade and other payables of S$1.23 million. After payment of income tax of S$0.69 million, the net cash used in operating activities in FY2013 amounted to S$0.85 million.

To acquire new machinery and equipment

To fund product development activities

Working capital and general corporate purposes

Total

allocation of Net proceeds

(S$’000)

Net proceeds utilised as at 30 September 2013

(S$’000)

Balance of Net proceeds as at 30

September 2013(S$’000)

use of Net proceeds

600

400

431

1,431

-

66

431

497

600

334

-

934

S$’000Breakdown of working Capital

Inventories 431


COrpOraTE SOCial rESpONSiBiliTy

finAnciAl goAls And sociAl ResponsibiliTy need noT be muTuAlly exclusiVe. ThAT’s WhAT We belieVe.

We are committed to conducting our business in a way that best serves the interests of our stakeholders, including the community, our employees and our shareholders. We believe in the importance of sustainable practices as we believe our commitment to these aspects has significant and positive impact on our stakeholders and the environment we operate in.

COmmiTmENT TO THE COmmuNiTy In conjunction with the Company’s debut on the Catalist of the SGX-ST, the Group made a donation of S$10,000 to the SGX Bull Charge 2013 (“SGX Bull Charge”), an initiative that seeks to raise funds for four charities, namely Asian Women’s Welfare Association, Autism Association, Fei Yue Community Services and Shared Services for Charities. These charities serve a broad spectrum of needy and under-privileged groups in our community, including children, youths, the elderly and families. Also in support of the SGX Bull Charge which was held on 22 November 2013, we sent in a team of 27 runners, a mark of unity and strength behind causes we believe in.

COmmiTmENT TO Our EmplOyEES

As at 30 September 2013, we have 140 employees of which 124 are based in Singapore. We believe our people are our most valuable assets. Hence, we are committed to providing a robust human resource framework to ensure they have a rewarding career with us.

staff development and Training

All new employees are required to undergo orientation programs to familiarise themselves with our Group’s corporate identity, policies and standard operation practices.

Our operations personnel are required to undergo compulsory training on safety and product handling. We also provide regular trainings for our staff to keep them abreast with the latest trends, product knowledge and new technologies in our industry.

On-the-job training reinforces the technical training our staff has undergone and is managed by the employees’ immediate supervisors. Immediate supervisors will closely monitor individual staff and impart practical skills and working knowledge necessary for them to perform their tasks according to the required performance standards. Such on-the-job training includes product knowledge, equipment operation and quality assurance for our staff.

On-the-job training is also provided for our non-operational personnel in the area of general management, finance, communications and any other relevant areas. This allows them to improve their work performance in their respective business units.

To stay competitive at all times and to ensure that our employees keep abreast of the latest developments in our industry, we send selected employees to participate in seminars, conferences and training courses from time to time, such as those relating to the latest safety practices, computer software and design courses and ongoing technical skills training.

”“


Quality, health and safety

We take a three-pronged approach in ensuring the quality, health and safety of our employees within our premises. The process starts with identifying hazards that might affect organisational performance, followed by the assessment of potential risks to the health and safety of our employees, and finally the implementation of necessary control measures to eliminate such risks.

As testament of our commitment to the quality, health and safety practices within the Group, we were recognised by various authoritative bodies in recent times.

Whistle-blowing policy

Good corporate governance forms the backbone of a sound corporation and is key to enhancing the overall reputation of

a company. It empowers a company to be more transparent and forward-looking and is also an effective safeguard against fraud and dubious financial engineering. With this in mind, the Group has established a Whistle-Blowing Policy to provide guidance on suspicion, reporting and investigation of fraudulent practices within the Group.

The objectives of our Whistle-blowing policy are:

• To maintain a high standard of corporate governance;

• To provide a channel of communication to the employees of the Group to report fraudulent practices and to guide employees on actions to address their concerns on suspicions fraudulent activities; and

• To provide the process for investigation and management reporting.

BizSafe Starworkplace Safety and Health Council, ministry of manpower

OHSaS 18001:2007SGS international Certification Services Singapore pte ltd

iSO 9001:2008SGS united kingdom ltd


COrpOraTE SOCial rESpONSiBiliTy

our Whistle-blowing policy deals with concerns on improprieties and wrongdoings:

• Affecting the financial position of the Group;

• Relating to the honesty and integrity of the Group’s dealings; and

• Relating to the honesty and integrity of any employee or director in the course of his or her employment or dealings with or on behalf of the Group, including:

COmmiTmENT TO SHarEHOlDErS

We are committed to providing the investment community with transparent, timely and accurate information. Our aim as a public listed company is to keep our existing and potential investors updated on the Group’s performance and strategic initiatives, in order to help them evaluate the Group and make informed investment decisions.

All our corporate announcements, press releases and presentation slides are released on the SGXNET and on our corporate website (www.gdsglobal.com) simultaneously. We maintain a dedicated investor relations section within our corporate website, where investors can easily access up-to-date information relating to the Group. In addition, our investors can sign up for an e-mail alert service which informs them whenever an announcement is posted on the website.

* Conflicts of interest: An employee or officer should always act in the best interest of the Group. A “conflict of interest” occurs when an individual’s personal interests interferes or appears to interfere with the interests of the Group.

* Taking advantage of corporate opportunities: Employees and directors are prohibited from taking advantage of corporate property, information, or position, or opportunities arising from these, for personal gain or to compete with the Group.

* Confidentiality: Employees and directors must maintain the confidentiality of information entrusted to them by the Group or its customers, except when disclosure is authorised or legally mandated.

* Fair dealing: Each employee and director should endeavor to deal fairly with the Group’s customers, suppliers, competitors and employees. None should take unfair advantage of anyone through dishonesty, misrepresentation of material facts or any other unfair practice.

* Protection and proper use of the Group’s assets: All employees and officers should protect the Group’s assets and ensure their efficient use for legitimate business purposes.

* Compliance with laws, rules and regulations (including insider trading laws): We actively promote compliance with laws, rules and regulations, including insider trading laws. Insider trading is both unethical and illegal.

* Unethical behavior: We actively promote ethical behavior and encourage employees to report any misconduct in this regard.

COrpOraTE GOvErNaNCE aND fiNaNCial CONTENTS

Corporate Governance

Report of the Directors

Statement of Directors

Independent Auditors’ Report

Statements of Financial Position

Consolidated Statement of Comprehensive Income

Statements of Changes in Equity

Consolidated Statement of Cash Flows

Notes to Financial Statements

Statistics of Shareholdings

Notice of Annual General Meeting

Proxy Form

26

38

42

43

45

46

47

49

51

82

84

CORPORATE GOVERNANCE

GDS Global Limited26

GDS Global Limited (the “Company” or “GDS”) and its subsidiaries (the “Group”) are committed to maintaining good corporate governance to enhance and protect the interests of the Company’s shareholders. Being listed on 19 April 2013 on Catalist of the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Group has complied with certain corporate practices recommended by the Code of Corporate Governance 2012 issued on 2 May 2012 by the Ministry of Finance (the “2012 Code”).

This report describes the Group’s corporate governance processes and structures for the fi nancial year ended 30 September 2013 (“FY2013”) with specifi c reference to the principles of the 2012 Code. Specifi c reference is also made to the Code of Corporate Governance 2005 (the “Code”) where relevant. The 2012 Code is effective for annual reports for fi nancial years commencing on or after 1 November 2012 (the “2012 Code Effective Date”). In its spirit to uphold and maintain good corporate practices in the interest of the Group and the shareholders, the Group endeavors to have an early compliance of the 2012 Code whenever practicable and possible.

The Board of Directors of the Company (the “Board”) is pleased to report on the compliance of the Company with the Code and the 2012 Code except where otherwise stated. Such compliance is regularly reviewed to ensure transparency and accountability.

BOARD MATTERSPrinciple 1: The Board’s Conduct of its Affairs

The primary function of the Board is to provide effective leadership and direction to enhance the long-term value of the Group to its shareholders and other stakeholders. The Board oversees the business affairs of the Group. The Board has the overall responsibility for reviewing the strategic plans and performance objectives, fi nancial plans, key operating initiatives, major funding and investment proposals, fi nancial performance and corporate governance practices.

In addition, the principal duties of the Board include:

Setting the Group’s strategic objectives and ensuring that the necessary fi nancial and human resources are in place for the Group to meet its objectives.

Overseeing the process for evaluating the adequacy of internal control, risk management, fi nancial reporting and compliance.

Reviewing the performance of management and overseeing succession planning for management.

Setting the Group’s values and standards (including ethical standards) and ensuring the obligations to shareholders and other stakeholders are understood and met.

Considering sustainability issues as part of the strategic formulation.

The current members of the Board and their membership on the board committees of the Company are as follows:

Directors Board MembershipAudit

Committee

Nominating

Committee

Remuneration

Committee

1 Mr Michael WongChairman, Executive Director and Chief Executive Offi cer

– Member –

2 Mr Wu Chiaw ChingIndependentNon-Executive Director

Chairman Member Member

3 Mr Goh Boon KokIndependentNon-Executive Director

Member Chairman Member

4 Ms Pebble Sia Huei-ChiehIndependentNon-Executive Director

Member Member Chairman



The Board has delegated certain functions to various board committees, namely the Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration Committee (“RC”). Each of the various board committees has its own written terms of reference and whose actions are reported to and monitored by the Board. The Board accepts that while these various board committees have the authority to examine particular issues and will report back to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with the Board.

The Board meets half-yearly in a year to approve, among others, announcements of the Group’s half-year and full year fi nancial results. The Board may have informal discussions on matters requiring urgent attention, which would then be formally confi rmed and approved by circulating resolutions in writing. Ad-hoc meetings are also convened as and when they are deemed necessary. As provided in the Company’s Articles of Association, the Board may convene telephonic and videoconferencing meetings.

Matters specifi cally reserved for the Board’s approval are those involving material acquisitions and disposal of assets, corporate or fi nancial restructuring, share issuances, dividends to shareholders and interested person transactions. Clear directions have been imposed on management that such matters must be approved by the Board.

The number of Board and board committee meetings held during FY2013 and the attendance of each Director are set out as follows:

BoardAudit

Committee

Nominating

Committee

Remuneration

Committee

Directors

No. of

Meetings

Held(1)

No. of

Meetings

Attended

No. of

Meetings

Held(1)

No. of

Meetings

Attended

No. of

Meetings

Held(1)

No. of

Meetings

Attended

No. of

Meetings

Held(1)

No. of

Meetings

Attended

Mr Michael Wong 3 3 3 3(2) 2 2 2 2(2)

Mr Wu Chiaw Ching 3 3 3 3 2 2 2 2

Mr Goh Boon Kok 3 3 3 3 2 2 2 2

Ms Pebble Sia Huei-Chieh 3 3 3 3 2 2 2 2

(1) Represents the number of meetings held as applicable to each individual Director.(2) Attendance at meetings on a “By Invitation” basis.

The Board ensures that incoming new Directors are given guidance and orientation (including onsite visits, if necessary) to get familiarised with the Group’s businesses and corporate governance practices upon their appointment and to facilitate the effective discharge of their duties. Newly appointed Directors will be provided a formal letter setting out their duties and obligations. Directors are encouraged to constantly keep abreast of developments in regulatory, legal and accounting frameworks that are of relevance to the Group through the extension of opportunities for participation in the relevant training courses, seminars and workshops as relevant and/or applicable.

Please also refer to Principle 4 below regarding the NC’s plan for the Directors’ training and professional development programs.

Principle 2: Board Composition and Guidance

The Board currently comprises four (4) Directors, three (3) of whom are Independent Non-Executive Directors (the “Independent Non-Executive Directors” or the “Independent Directors” or each the “Independent Non-Executive Director” or the “Independent Director”), and one (1) is Executive Director (the “Executive Director”).

The NC has reviewed and is satisfi ed that the current composition and board size is appropriate for effective decision making, having taken into consideration the nature and scope of the Group’s operations. The three (3) Independent Directors who made up more than half of the board composition provide the Board with independent and objective judgment on the corporate affairs of the Group.

Each of the Independent Directors has confi rmed that he/she does not have any relationship with the Company or its related corporations, its 10% shareholders or its offi cers including confi rming not having any relationships and circumstances provided in Guideline 2.3 of the 2012 Code, that could interfere, or be reasonably perceived to interfere, with the exercise of independent judgment in carrying out the functions as an Independent Director with a view to the best interests of the Group. The NC has reviewed, determined and confi rmed the independence of the Independent Directors.



The Board comprises Directors who are qualifi ed and experienced in various fi elds including business and management, accounting and fi nance, investor relations and legal practices. The NC is of the view that the current Board comprises persons who as a group have core competencies necessary to lead and manage the Group effectively.

Principle 3: Chairman and Chief Executive Offi cer

The 2012 Code advocates that there should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the Group’s business and no one individual should represent a considerable concentration of power.

Mr Michael Wong is the Chairman of the Board and the Chief Executive Offi cer (the “CEO”). He assumes responsibility for the smooth functioning of the Board and ensures timely fl ow of information between management and the Board; sets the agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues; promotes a culture of openness and debate at the Board; and promotes high standards of corporate governance. In addition, he also assumes responsibility for running the day-to-day business of the Group; ensures implementation of policies and strategy across the Group as set by the Board; manages the management team; and leads the development of the Group’s future strategy including identifying and assessing risks and opportunities for the growth of its business and reviewing the performance of its existing businesses.

The Board has not adopted the recommendation of the Code to have separate Directors appointed as the Chairman and the CEO. This is because the Board is of the view that there is already a suffi ciently strong independent element on the Board to enable independent exercise of objective judgement on affairs and operations of the Group by members of the Board, taking into account factors such as the number of Independent Directors on the Board as well as the contributions made by each member at meetings which relate to the affairs and operations of the Group. The Board is satisfi ed that one person is able to effectively discharge the duties of both positions.

The Board has also appointed Mr Wu Chiaw Ching as the Lead Independent Director to co-ordinate and lead the Independent Directors to provide a non-executive perspective and contribute to a balance of viewpoints on the Board. He is the principal liaison on board issues between the Independent Directors and the Chairman. He is available to shareholders with concerns, when contact through the normal channels via the Chairman and CEO, and/or the Chief Financial Offi cer (the “CFO”) has failed to provide satisfactory resolution, or when such contact is inappropriate.

All the board committees are chaired by Independent Directors and more than half of the Board consists of Independent Directors.

Principle 4: Board Membership

The NC consists of three (3) Independent Non-Executive Directors and one (1) Executive Director, the majority of whom, including the NC Chairman, are independent:

Mr Goh Boon Kok - ChairmanMr Wu Chiaw Ching - MemberMs Pebble Sia Huei-Chieh - MemberMr Michael Wong - Member

The NC, which has written terms of reference, is responsible for making recommendations to the Board on all Board appointments and re-appointments. The key terms of reference of the NC include the following:

Review and recommend to the Board on the appointment and re-appointment of Directors (including alternate Directors, if applicable).

Review the skills required by the Board and the size of the Board.

Determine annually whether or not a Director is independent.

Develop a process for evaluating the performance of the Board, its board committees and Directors and implementing such process for assessing the effectiveness of the Board as a whole and the contribution of each individual Director.

Evaluate whether or not a Director is able to and has been adequately carrying out his/her duties as a Director of the Company.

Make recommendation to the Board in determining the maximum number of listed company board representations which any Director may hold.



Review the training and professional development programs for the Board.

Review the Board succession plans for Directors, in particular, the Chairman and the CEO. Currently, there is an informal succession plan put in place by the Chairman and CEO. Going forward and at the relevant time, the NC will look into such plan in close consultation with the Chairman and CEO.

The Group has an open policy for professional training for all the Board members, including the Executive Director and Independent Directors. The Company endorses the Singapore Institute of Directors (“SID”) training programs and sets a budget for such training and professional development programs. All Board members are encouraged to attend relevant trainings organised by the SID or any other organisation which provides relevant training courses for directors. The cost of such training will be borne by the Company.

The NC has in place formal, written procedures for making recommendations to the Board on the selection and appointment of Directors. Such procedures would be activated when a vacancy on the Board arises or when the Board is considering making a new Board appointment either to enhance the core competency of the Board or for purpose of progressive renewal of the Board. Notwithstanding that the Chairman of the Board is an Executive Director, the Company maintains a very strong and independent element on the Board with Independent Directors making up more than half of the Board.

In identifying suitable candidates, the NC may:

1. Advertise or use services of external advisers to facilitate a search.

2. Approach alternative sources such as the SID.

3. Consider candidates from a wide range of backgrounds from internal or external sources.

4. After short listing the candidates, the NC shall:

(a) consider and interview all candidates on merit against objective criteria, taking into consideration that appointees have enough time available to devote to the position; and

(b) evaluate and agree to a preferred candidate for recommendation to and appointment by the Board.

As mentioned under Principle 2 above, the NC also reviews the independence of the Directors annually based on Guideline 2.3 of the 2012 Code’s defi nition of what constitutes the independence of the Independent Directors. The NC has affi rmed that Mr Goh Boon Kok, Mr Wu Chiaw Ching and Ms Pebble Sia Huei-Chieh are independent. None of the Independent Directors have served on the Board beyond nine years from their respective date of appointment. Guideline 2.4 of the 2012 Code is therefore not applicable to the Board.

Pursuant to Article 114 of the Articles of Association of the Company, at least one-third of the Directors shall retire from offi ce at the annual general meetings of the Company (“AGM”). Accordingly, Mr Wu Chiaw Ching will retire at the forthcoming AGM. Mr Goh Boon Kok will retire and seek re-appointment under Section 153(6) of the Companies Act at the forthcoming AGM and he will hold offi ce from the date of the AGM until the next AGM of the Company. The NC has recommended to the Board that the retiring Directors be nominated for re-election and re-appointment. In making the recommendations, the NC considers the Directors’ overall contribution and performance.

All Directors are required to declare their board appointments. The NC has reviewed and is satisfi ed that notwithstanding their multiple board appointments, Mr Goh Boon Kok and Mr Wu Chiaw Ching who sit on multiple boards of listed companies, have been able to devote suffi cient time and attention to the affairs of the Group to adequately discharge their duties as Directors of the Company.

To address the competing time commitments that are faced when Directors serve on multiple boards, the NC has reviewed and made recommendation to the Board accordingly on the maximum number of listed company board appointments which any Director may hold. Based on the recommendation, the Board has determined and set the maximum number of listed company board appointments at not more than six (6) listed companies. Currently, none of the Directors holds more than six (6) directorships in listed companies.



Principle 5: Board Performance

A review of the Board’s performance is conducted by the NC annually. On the recommendation of the NC, the Board has adopted an internal process for evaluating the effectiveness of the Board as a whole. Each Board member will be required to complete an appraisal form to be returned to the NC Chairman for evaluation. Based on the evaluation results, the NC Chairman will present his recommendations to the Board. The key objective of the evaluation exercise is to obtain constructive feedback from each Director to continually improve the Board’s performance.

The NC will at the relevant time look into adopting guidelines for annual assessment of the contribution of each individual Director to the effectiveness of the Board and also the assessment of board committees. The NC is of the view that despite multiple board representations in certain instances, each Director has been adequately carrying out his or her duties as a Director of the Company.

The Board has not engaged any external facilitator in conducting the assessment of the Board’s performance. Where relevant, the NC will consider such engagement.

Principle 6: Access to Information

Management recognises the importance of ensuring the fl ow of complete, adequate and timely information to the Directors on an ongoing basis to enable them to make informed decisions to discharge their duties and responsibilities. To allow Directors suffi cient time to prepare for the meetings, all Board and board committee papers are distributed to the Directors a week in advance of the meetings. Any additional material or information requested by the Directors is promptly furnished.

Management’s proposals to the Board for approval provide background and explanatory information such as facts, resources needed, risk analysis and mitigation strategies, fi nancial impact, regulatory implications, expected outcomes, conclusions and recommendations. Employees who can provide additional insight into matters to be discussed will be present at the relevant time during the Board and board committee meetings. In order to keep Directors abreast of the Group’s operations, the Directors are also updated on initiatives and developments on the Group’s business as soon as practicable and/or possible and on an on-going basis.

To facilitate direct access to management, Directors are also provided with the names and contact details of the management team.

The Directors also have separate and independent access to the Company Secretary. The Company Secretary is responsible for, among other things, ensuring that the Board’s procedures are observed and the Company’s Memorandum and Articles of Association, relevant rules and regulations, including requirements of the Securities and Futures Act, Companies Act and SGX-ST Listing Manual Section B: Rules of Catalist (“Listing Manual”), are complied with. She also assists the Chairman and the Board in implementing and strengthening corporate governance practices and processes, with a view to enhancing long-term shareholder value.

The Company Secretary assists the Chairman in ensuring good information fl ows within the Board and its board committees and between management and the Non-Executive Directors.

The Company Secretary attends and prepares minutes for all Board meetings. As secretary for all board committees, the Company Secretary assists in ensuring coordination and liaison between the Board, the board committees and management. The Company Secretary assists the Chairman of the Board, the Chairman of board committees and management in the development of the agendas for the various Board and board committee meetings.

The appointment and the removal of the Company Secretary are subject to the Board’s approval.

The Board has a process for Directors, either individually or as a group, in the furtherance of their duties, to take independent professional advice, if necessary, at the Group’s expense.



REMUNERATION MATTERSPrinciple 7: Procedures for Developing Remuneration Policies

Principle 8: Level and Mix of Remuneration

Principle 9: Disclosure on Remuneration

The RC consists of three (3) members, all of whom are Independent Non-Executive Directors:

Ms Pebble Sia Huei-Chieh - ChairmanMr Wu Chiaw Ching - MemberMr Goh Boon Kok - Member

The RC is responsible for ensuring a formal and transparent procedure for developing policies on executive remuneration, and for fi xing the remuneration packages of individual Directors and key management personnel.

The members of the RC carried out their duties in accordance with the terms of reference which include the following:

Review and recommend to the Board for endorsement, a framework of remuneration for the Board and key management personnel. The framework covers all aspect of remuneration, including but not limited to Director’s fees, salaries, allowances, bonuses, options, share-based incentives and awards and benefi ts in kind.

Review and recommend to the Board the specifi c remuneration packages for each Director as well as for key management personnel.

Review the level and structure of remuneration to align with the long-term interest and risk policies of the Company in order to attract, retain and motivate the Directors and key management personnel.

Review the Group’s obligations arising in the event of termination of the Executive Director’s and key management personnel’s contracts of service to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous.

As part of its review, the RC ensures that the Directors and key management personnel are adequately but not excessively remunerated as compared to industry benchmarks and other comparable companies. The RC also takes into consideration the Group’s relative performance and the performance of individual Directors and key management personnel. The Executive Director is paid a basic salary and a fi xed bonus of one (1) month’s basic salary. Key management personnel are paid basic salary and performance bonus.

The RC also ensures that the remuneration of the Independent Non-Executive Directors are appropriate to their level of contribution taking into account factors such as effort and time spent, and their responsibilities. Independent Non-Executive Directors receive a basic fee for their services. The RC ensures that the Independent Non-Executive Directors should not be over-compensated to the extent that their independence may be compromised. No Director is involved in deciding his or her own remuneration package.

All revisions to the remuneration packages for the Directors and key management personnel are subjected to the review by and approval of the Board. Directors’ fees are further subjected to the approval of shareholders at the AGM. Where necessary, the RC will consult external professionals on remuneration matters of Directors and key management personnel.

The remuneration band of the Directors for FY2013 and the various components of their remuneration in percentage terms are set out below in compliance with the recommendation of the Code. The RC may consider making full disclosure of the remuneration of each individual Director on a named basis after the 2012 Code Effective Date.



Remuneration Band and Name of Director Salary Bonus FeesBenefi ts in

kindTotal

% % % % %

Up to S$250,000

Mr Wu Chiaw Ching(1) – – 100 – 100

Mr Goh Boon Kok(1) – – 100 – 100

Ms Pebble Sia Huei-Chieh(1) – – 100 – 100

S$250,001 to S$500,000

Mr Michael Wong 96 4 – – 100

(1) Appointed on 21 March 2013.

The remuneration received by the top fi ve (5) key management personnel for FY2013 is below S$250,000 in each case.

There is no employee who is an immediate family member of a Director or CEO whose remuneration exceeded S$150,000 during the year.

Further information on Directors and the key management personnel is on pages 12 to 15 of this Annual Report.

ACCOUNTABILITY AND AUDITPrinciple 10: Accountability

Principle 11: Risk Management and Internal Controls

The Board is accountable to shareholders and ensures that all material information is fully disclosed in a timely manner to shareholders in compliance with statutory and regulatory requirements. The Board strives to provide its shareholders a balanced and understandable assessment of the Group’s performance, position and prospects.

The Board takes steps to ensure compliance with legislative and regulatory requirements, including requirements under the Listing Manual, where appropriate. The Independent Directors in consultation with management will request for management’s consideration for the establishment of written policies for any particular matter that is deemed to be essential to form part of management control.

Management provides appropriately detailed management accounts of the Group’s performance on a half-yearly basis to the Board to enable the Board to make a balanced and informed assessment of the Group’s performance, position and prospects. As and when circumstances arise, the Board can request management to provide any necessary explanation and/or information on the management accounts of the Group.

The Board is responsible for the governance of risk. It should ensure that management maintains a sound system of risk management and internal controls to safeguard shareholders’ interests and the Group’s assets and should determine the nature and extent of the signifi cant risks which the Board is willing to take in achieving its strategic objectives.

Management is responsible to the Board for the design, implementation and monitoring of the Group’s risk management and internal control systems and to provide the Board with a basis to determine the Group’s level of risk tolerance and risk policies.

The Board acknowledges that it is responsible for reviewing the adequacy and effectiveness of the Group’s risk management and internal control systems including fi nancial, operational and compliance controls. The Board also recognises its responsibilities in ensuring a sound system of internal controls to safeguard shareholders’ investments and the Group’s assets.

The Company has engaged KPMG Services Pte. Ltd. (“KPMG”) as the internal auditors who have presented their Enterprise Risk Management (“ERM”) proposal to the Board and the AC to assist the Board and the AC in their review of the Group’s risk management and internal control systems focusing on fi nancial, operational and compliance controls.



Management regularly reviews the Group’s business and operational activities in respect of the key risk control areas including fi nancial, operational and compliance controls and continues to apply appropriate measures to control and mitigate these risks. All signifi cant matters are highlighted to the Board and the AC for further discussion. The Board and the AC also work with the internal auditors, external auditors and management on their recommendations to institute and execute relevant controls with a view to managing such risks.

With assistance from the internal auditors, key risk areas which have been identifi ed are analysed, monitored and reported. In this connection, the Group has conducted the enterprise risk assessment and has established the risk reporting dashboard with a view to develop a detailed risk register and to develop a structured ERM to ensure that the Group’s risk management and internal control systems are adequate and effective.

The Board notes that no cost effective system of internal controls could provide absolute assurance against the occurrence of material errors, losses, fraud or other irregularities.

In view of the above and based on the internal controls established and maintained by the Group, work performed by the internal auditors, external auditors, and reviews performed by management, various board committees and the Board so far, the AC and the Board are of the opinion that the Group’s risk management and internal control systems, addressing fi nancial, operational and compliance risks, put in place during the fi nancial year were adequate. The Board also notes that no system of risk management and internal control can provide absolute assurance against the occurrence of errors, losses, fraud or other irregularities and the containment of business risk. Nonetheless, the Board believes its responsibility of overseeing the Group’s risk management framework and policies are well supported. The Board will look into the need for establishment of a separate board risk committee at the relevant time.

The AC may consider obtaining the assurance from the CEO and the CFO pursuant to the recommendation of Guideline 11.3 of the 2012 Code after the 2012 Code Effective Date.

Principle 12: Audit Committee

The AC consists of three (3) members, all of whom are Independent Non-Executive Directors:

Mr Wu Chiaw Ching - ChairmanMr Goh Boon Kok - MemberMs Pebble Sia Huei-Chieh - Member

The members of the AC carried out their duties in accordance with the terms of reference which include the following:

a) Review the audit plans of the Company’s external auditors and internal auditors, including the results of the external and internal auditors’ review and evaluation of the system of internal controls.

b) Review the external auditors’ reports.

c) Review with independent internal auditors the fi ndings of their review report, internal control processes and procedures, and make recommendations on the internal control processes and procedures to be adopted by the Group.

d) Review and report to the Board at least annually the adequacy and effectiveness of the Company’s internal controls, including fi nancial, operational and compliance controls.

e) Review the co-operation given by management to the external auditors and internal auditors, where applicable.

f) Review the fi nancial statements of the Company and the Group, and discuss any signifi cant adjustments, major risk areas, changes in accounting policies, compliance with Singapore Financial Reporting Standards, concerns and issues arising from the audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before their submission to the Board for approval.



g) Review and discuss with auditors any suspected fraud, irregularity or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or fi nancial position and the management’s response.

h) Review the transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual if any.

i) Review any potential confl icts of interest and set out a framework to resolve or mitigate any potential confl icts of interest.

j) Review the transactions between the Group and its major customer, Gliderol Doors LLC.

k) Review the key fi nancial risk areas, with a view to providing independent oversight on the Group’s fi nancial reporting, the outcome of such review to be disclosed in the annual reports or, where the fi ndings are material, announced immediately via SGXNET.

l) Review the independence of the external auditors and recommend their appointment or re-appointment, remuneration and terms of engagement.

m) Review and approve foreign exchange hedging policies implemented by the Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures.

n) Undertake such other reviews and projects as may be requested by the Board and report to the Board its fi ndings from time to time on matters arising and requiring the attention of the AC.

o) Review arrangements by which an employee may, in confi dence, raise concerns about possible improprieties in matters of fi nancial reporting and to ensure that arrangements are in place for the independent investigations of such matters and for appropriate follow-up.

p) Undertake generally such other functions and duties as may be required by statute or the Listing Manual, as amended, modifi ed or supplemented from time to time.

Apart from the above, the AC shall:

q) Commission and review the fi ndings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or suspected infringement of any Singapore law, rule or regulation which has or is likely to have a material impact on the Group’s operating results and/or fi nancial position.

r) Commission an annual internal control audit until such time as the AC is satisfi ed that the Group’s internal controls are robust and effective enough to mitigate the Group’s internal control weaknesses (if any).

The AC meets at least on a bi-annual basis and plays a key role in assisting the Board to review signifi cant fi nancial reporting issues and judgements to ensure the quality and integrity of the accounting reports, the audit procedures, internal controls, fi nancial statements and any announcements relating to the Group’s fi nancial performance.

The AC reviews the adequacy and effectiveness of the internal control systems including fi nancial, operational and compliance controls annually and reports to the Board accordingly.

The AC reviews the audit plan and scope of examination of the external auditors and the assistance given by the Group’s offi cers to the external auditors. The AC also discusses with the external auditors the results of their examinations and their evaluation of the Group’s system of internal controls; and at least once a year holds separate sessions with them without the presence of the Company’s management to discuss any matters deemed appropriate to be discussed privately. In addition, the AC reviews announcements relating to the Group’s half-year and full year fi nancial results, the fi nancial statements of the Company and the consolidated fi nancial statements of the Group prior to its recommendations to the Board for approval.



The AC also reviews the independence and objectivity of the external auditors and having reviewed the scope and value of non-audit services provided to the Group by the external auditors, Deloitte & Touche LLP, is satisfi ed that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors. The AC has recommended to the Board the nomination of Deloitte & Touche LLP for re-appointment as auditors of the Company at the forthcoming AGM.

The AC has explicit authority to investigate any matter within its terms of reference. It has full access to management and full discretion to invite any Director or key management personnel or any executive offi cer to attend its meetings. The AC is reasonably resourced to enable it to discharge its functions properly. During FY2013, the AC has received full co-operation from management and the Group’s offi cers in the course of it carrying out its duties. It is also satisfi ed with the adequacy of the scope and quality of the external audits being conducted by Deloitte & Touche LLP.

The Company is in compliance with Rules 712 and 715(1) of the Listing Manual in relation to its external auditors.

The Company has adopted a Whistle-Blowing Policy to provide a channel for employees of the Group to report in good faith and in confi dence their concerns about possible improprieties in the matter of fi nancial reporting or in other matters. The AC exercises the overseeing function over the administration of the Whistle-Blowing Policy. The Whistle-Blowing Policy provides for procedures to validate concerns and for investigation to be carried out independently. The Whistle-Blowing Policy has been circulated to all employees.

The aggregate amount of audit and non-audit fees paid or payable to the external auditors for FY2013 are S$106,000 and S$133,000 respectively.

Principle 13: Internal Audit

During FY2013, the AC has engaged KPMG as the internal auditors. The internal auditors’ primary line of reporting is the AC Chairman. Administratively, the internal auditors report to the CEO. The shortlisting for the appointment of the internal auditors was conducted by the AC with assistance from management. The selection of KPMG as the internal auditors, its fee proposal and the internal audit proposal were reviewed and approved by the AC. The internal auditors’ carrying out of their function is in accordance to the standards set by the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors.

The AC ensures that management provides good support to the internal auditors and provides them with access to documents, records, properties and personnel when requested in order for the internal auditors to carry out their function accordingly.

The AC will review the adequacy and effectiveness of the internal audit function at least annually.

SHAREHOLDERS’ RIGHTS AND RESPONSIBILITIESPrinciple 14: Shareholders’ Rights

Principle 15: Communication with Shareholders

Principle 16: Conduct of Shareholders Meetings

The Group recognises the importance of maintaining transparency and accountability to its shareholders. The Board ensures that all the Company’s shareholders are treated equitably and the rights of all investors, including non-controlling shareholders are protected.

The Group is committed to providing shareholders with adequate, timely and suffi cient information pertaining to changes in the Group’s business which could have a material impact on the Company’s share price.

The Group strongly encourages shareholder participation during the AGM which will be held in Singapore. Shareholders are able to proactively engage the Board and management on the Group’s business activities, fi nancial performance and other business related matters.

The Group is committed to maintaining high standards of corporate disclosure and transparency. The Group values dialogue sessions with its shareholders. The Group believes in regular, effective and fair communication with shareholders and is committed to hearing shareholders’ views and addressing their concerns.



Material information is disclosed in a comprehensive, accurate and timely manner via SGXNET, press release and corporate website. To ensure a level playing fi eld and provide confi dence to shareholders, unpublished price sensitive information is not selectively disclosed. In the event that unpublished material information is inadvertently disclosed to any selected group in the course of the Group’s interactions with the investing community, a media release or announcement will be released to the public via SGXNET.

The Group’s corporate website is the key resource of information for shareholders. In addition to the half-yearly fi nancial results materials, it contains a wealth of investor related information on the Group, including annual reports, shares and dividend information and factsheets.

In the Company’s offer document dated 11 April 2013 (the “Offer Document”), the Company has stated that it does not have a fi xed dividend policy. However, it is also disclosed in the Offer Document that the Board intends to recommend and distribute dividends of not less than 30% of the Group’s net profi ts attributable to the shareholders for FY2013, FY2014 and FY2015. In considering the form, frequency and amount of dividends that the Board may recommend or declare in respect of any particular year or period, the Board takes into account various factors including:

The level of the Group’s cash and retained earnings.

The Group’s actual and projected fi nancial performance.

The Group’s projected levels of capital expenditure and other investment plans.

The Group’s working capital requirements and general fi nancing condition.

The Group supports and encourages active shareholders’ participation at general meetings. The Board believes that general meetings serve as an opportune forum for shareholders to meet the Board and key management personnel, and to interact with them. Information on general meetings is disseminated through notices in the annual reports or circulars sent to all shareholders. The notices are also released via SGXNET and published in local newspapers, as well as posted on the Company’s website.

The Company’s Articles of Association allows all shareholders to appoint proxies to attend general meetings and vote on their behalf. As the authentication of shareholder identity information and other related security issues still remain a concern, the Group has decided, for the time being, not to implement voting in absentia by mail, email or fax.

Separate resolutions on each distinct issue are tabled at general meetings and explanatory notes are set out in the notices of general meetings where appropriate. All Directors including Chairman of the Board and the respective Chairman of the AC, NC and RC, management, and the external auditors are intended to be in attendance at general meetings to address any queries of the shareholders.

The Company intends to record the minutes of general meetings that include relevant and substantial comments from shareholders relating to the agenda of the meetings and responses from management. Such minutes will be available to shareholders upon their request.

While acknowledging that voting by poll is integral in the enhancement of corporate governance and lead to greater transparency of the level of support for each resolution, the Company is concerned over the cost effectiveness and effi ciency of the polling procedures which may be logistically and administratively burdensome. Electronic polling may be effi cient in terms of speed but may not be cost effective. The Board will adhere to the requirements of the Listing Manual where all resolutions are to be voted by poll for general meetings held on and after 1 August 2015.

Dealing in Securities

The Group has adopted an internal compliance code to provide guidance to its Directors and all employees of the Group with regard to dealings in the Company’s securities. The code prohibits dealing in the Company’s securities by the Directors and employees of the Group while in possession of unpublished price sensitive information. Directors and employees are not allowed to deal in the Company’s securities on short-term considerations and during the one month before the announcement of the Company’s half-year and full year fi nancial results. The Directors and employees are also required to adhere to the provisions of the Securities and Futures Act, Companies Act, the Listing Manual and any other relevant regulations with regard to their securities transactions. They are also expected to observe insider trading laws at all times even when dealing in securities within the permitted trading period.



Material Contracts

Save for the following material contracts previously disclosed in the Offer Document, there are no other material contracts of the Company or its subsidiaries involving the interest of the CEO, any Director or controlling shareholder either still subsisting as at 30 September 2013 or if not then subsisting, entered into since the end of the previous fi nancial year.

a) The assignment deed dated 25 February 2013 entered into between Mr Michael Wong and Gliderol Doors (S) Pte. Ltd. in relation to two (2) inventions entitled “Louvred Shutter” and “Security Shutter (Improvements to Roller Shutters)”.

b) The non-competition deed dated 19 March 2013 entered into between the Company, Mr Michael Wong and GIID Pty Limited.

c) The Service Agreement of Mr Michael Wong dated 22 March 2013.

Non-Sponsor Fees

In compliance with Rule 1204(21) of the Listing Manual, there were no non-sponsor fees paid to the Company’s Sponsor, CIMB Bank Berhad, Singapore Branch, subsequent to the Company’s listing on the Catalist of the SGX-ST to the date of printing of this Annual Report.

Interested Person Transactions

The Company confi rms that there were no interested person transactions during the fi nancial year under review.

Non-Audit Fees

The nature of the non-audit services that were rendered by the Company’s auditors, Deloitte & Touche LLP, to the Group and their related fees for FY2013 were as follows:

Fees for Reporting Accountants services rendered to the Group – S$109,000Fees for tax compliance services rendered to the Group – S$24,000

REPORT OF THE DIRECTORS


The directors present their report together with the audited consolidated fi nancial statements of the Group and statement of fi nancial position and statement of changes in equity of the Company for the fi nancial year ended 30 September 2013.

1 DIRECTORS

The directors of the Company in offi ce at the date of this report are:

Wong Lok Yung (Executive Director and Chief Executive Offi cer) Wu Chiaw Ching (Independent Non-Executive Director) (Appointed on 21 March 2013) Goh Boon Kok (Independent Non-Executive Director) (Appointed on 21 March 2013) Pebble Sia Huei-Chieh (Independent Non-Executive Director) (Appointed on 21 March 2013)

2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF

SHARES AND DEBENTURES

Neither at the end of the fi nancial year nor at any time during the fi nancial year did there subsist any arrangement whose object is to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares or debentures in the Company or any other body corporate.

3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

The directors of the Company holding offi ce at the end of the fi nancial year had no interests in the share capital and debentures of the Company and related corporations as recorded in the register of directors’ shareholdings kept by the Company under Section 164 of the Singapore Companies Act except as follows:

Shareholdings registered in name of directors

Shareholdings in which directors are deemed to have an interest

Name of directors and companies in which interests are held

At beginning of year At end of year

At beginning of year At end of year

The Company (Ordinary shares)

Wong Lok Yung – – 1,880,000 88,500,000

Ultimate holding companyD’Oasis Pte. Ltd.(Ordinary shares)

Wong Lok Yung 80 80 10 10

By virtue of Section 7 of the Singapore Companies Act, Wong Lok Yung is deemed to have an interest in all the related corporations of the Company as at the beginning and end of the fi nancial year.

The directors’ interests in the shares of the Company at 21 October 2013 were the same at 30 September 2013.



4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS

Since the beginning of the fi nancial year, no director has received or become entitled to receive a benefi t which is required to be disclosed under Section 201(8) of the Singapore Companies Act, by reason of a contract made by the Company or a related corporation with the director or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest except for salaries, bonuses and other benefi ts as disclosed in the fi nancial statements. Certain directors received remuneration from related corporations in their capacity as directors and/or executives of those related corporations.

5 SHARE OPTIONS

(a) Options to take up unissued shares

During the fi nancial year, no options to take up unissued shares of the Company or any corporation in the Group were granted.

(b) Options exercised

During the fi nancial year, there were no shares of the Company or any corporation in the Group issued by virtue of the exercise of options to take up unissued shares.

(c) Unissued shares under options

At the end of the fi nancial year, there were no unissued shares of the Company or any corporation in the Group under options.

6 AUDIT COMMITTEE

The Audit Committee comprises three independent members as follow:

Wu Chiaw Ching – Chairman Goh Boon Kok – Member Pebble Sia Huei-Chieh – Member

The Audit Committee will meet periodically to perform the following functions:

(a) review the audit plans of the Company’s external auditors and internal auditors, including the results of the external and internal auditors’ review and evaluation of the system of internal controls;

(b) review the external auditors’ reports;

(c) review with independent internal auditors the fi ndings of their review report, internal control processes and procedures, and make recommendations on the internal control processes and procedures to be adopted by the Group;

(d) review and report to the board of directors (the “Board”) at least annually the adequacy and effectiveness of the Company’s internal controls, including fi nancial, operational and compliance controls;

(e) review the co-operation given by management to the external auditors and internal auditors, where applicable;

(f) review the fi nancial statements of the Company and the Group, and discuss any signifi cant adjustments, major risk areas, changes in accounting policies, compliance with Singapore Financial Reporting Standards, concerns and issues arising from the audits including any matters which the auditors may wish to discuss in the absence of management, where necessary, before their submission to the Board for approval;



6 AUDIT COMMITTEE (cont’d)

(g) review and discuss with auditors any suspected fraud, irregularity or infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on the Group’s operating results or fi nancial position and the management’s response;

(h) review the transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual, if any;

(i) review any potential confl icts of interest and set out a framework to resolve or mitigate any potential confl icts of interest;

(j) review the transactions between the Group and its major customer, Gliderol Doors LLC;

(k) review the key fi nancial risk areas, with a view to providing independent oversight on the Group’s fi nancial reporting, the outcome of such review to be disclosed in the annual reports or, where the fi ndings are material, announced immediately via SGXNET;

(l) review the independence of the external auditors and recommend their appointment or re-appointment, remuneration and terms of engagement;

(m) review and approve foreign exchange hedging policies implemented by the Group and conduct periodic review of foreign exchange transactions and hedging policies and procedures;

(n) undertake such other reviews and projects as may be requested by the Board and report to the Board its fi ndings from time to time on matters arising and requiring the attention of the Audit Committee;

(o) review arrangements by which an employee may, in confi dence, raise concerns about possible improprieties in matters of fi nancial reporting and to ensure that arrangements are in place for the independent investigations of such matters and for appropriate follow-up; and

(p) undertake generally such other functions and duties as may be required by statute or the Listing Manual, as amended, modifi ed or supplemented from time to time.

The Audit Committee meets at least on a bi-annual basis and plays a key role in assisting the Board to review signifi cant fi nancial reporting issues and judgements to ensure the quality and integrity of the accounting reports, audit procedures, internal controls, fi nancial statements and any announcements relating to the Group’s fi nancial performance.

The Audit Committee reviews the adequacy and effectiveness of the internal control systems including fi nancial, operational and compliance controls annually and reports to the Board accordingly.

The Audit Committee holds separate sessions with the external auditors at least once a year without the presence of the Company’s management to discuss any matters deemed appropriate to be discussed privately. In addition, the Audit Committee reviews announcements relating to the Group’s half-year and full year fi nancial results, consolidated fi nancial statements of the Group and fi nancial statements of the Company prior to its recommendations to the Board for approval.

The Audit Committee also reviews the independence and objectivity of the external auditors and having reviewed the scope

and value of non-audit services provided to the Group by the external auditors, Deloitte & Touche LLP, is satisfi ed that the nature and extent of such services will not prejudice the independence and objectivity of the external auditors.

The Audit Committee has explicit authority to investigate any matter within its terms of reference. It has full access to management and full discretion to invite any director or key management personnel or any executive offi cer to attend its meetings. The internal and external auditors have unrestricted access to the Audit Committee.

The Audit Committee has recommended to the Board the nomination of Deloitte & Touche LLP for re-appointment as external auditors of the Company at the forthcoming Annual General Meeting of the Company.



7 AUDITORS

The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Wong Lok Yung

Wu Chiaw Ching

12 December 2013

STATEMENT OF DIRECTORS


In the opinion of the directors, the consolidated fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company as set out on pages 45 to 81 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 September 2013 and of the results, changes in equity and cash fl ows of the Group for the fi nancial year then ended and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts when they fall due.

ON BEHALF OF THE DIRECTORS

Wong Lok Yung

Wu Chiaw Ching

12 December 2013

INDEPENDENT AUDITORS’ REPORTTo the Members of GDS Global Limited


Report on the Financial Statements

We have audited the accompanying fi nancial statements of GDS Global Limited (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated statement of fi nancial position of the Group and the statement of fi nancial position of the Company as at 30 September 2013, and the statement of comprehensive income, statement of changes in equity and statement of cash fl ows of the Group and the statement of changes in equity of the Company for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 45 to 81.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of fi nancial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act (the “Act”) and Singapore Financial Reporting Standards and for devising and maintaining a system of internal accounting controls suffi cient to provide reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profi t and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated fi nancial statements of the Group, and the statement of fi nancial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 September 2013 and of the results, changes in equity and cash fl ows of the Group and changes in equity of the Company for the year ended on that date.

INDEPENDENT AUDITORS’ REPORTTo the Members of GDS Global Limited


Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by the subsidiary incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Deloitte & Touche LLPPublic Accountants andChartered AccountantsSingapore

12 December 2013

STATEMENTS OF FINANCIAL POSITIONAs at 30 September 2013

See accompanying notes to fi nancial statements.


Group Company

Note 2013 2012 2013 2012$ $ $ $

ASSETS

Current assets

Cash and cash equivalents 6 4,568,373 2,349,916 1,164,475 55,927Trade and other receivables 7 6,397,462 3,591,032 3,030,109 – Inventories 8 2,739,268 1,965,533 – – Total current assets 13,705,103 7,906,481 4,194,584 55,927

Non-current assets

Property, plant and equipment 9 1,095,138 1,030,908 – – Intangible asset 10 1,454,341 1,548,675 – – Subsidiaries 11 – – 2,349,800 2,000,000Pledged bank deposits 6 1,000,000 1,000,000 – – Total non-current assets 3,549,479 3,579,583 2,349,800 2,000,000Total assets 17,254,582 11,486,064 6,544,384 2,055,927

LIABILITIES AND EQUITY

Current liabilities

Bank borrowings 12 183,136 412,309 – – Trade and other payables 13 2,898,403 1,670,604 223,729 209,402Current portion of fi nance leases 14 19,986 26,074 – – Income tax payable 1,020 646,459 – – Total current liabilities 3,102,545 2,755,446 223,729 209,402

Non-current liabilities

Finance leases 14 3,480 22,600 – – Deferred tax liabilities 15 281,320 141,746 – – Other payables 22,194 24,392 – – Total non-current liabilities 306,994 188,738 – – Total liabilities 3,409,539 2,944,184 223,729 209,402

Capital, reserves and non-controlling interests

Share capital 16 5,244,520 1,880,000 5,244,520 1,880,000Reserves 8,382,011 6,661,880 1,076,135 (33,475)Total equity attributable to owners of the Company 13,626,531 8,541,880 6,320,655 1,846,525Non-controlling interests 218,512 – – – Total equity 13,845,043 8,541,880 6,320,655 1,846,525Total liabilities and equity 17,254,582 11,486,064 6,544,384 2,055,927

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the fi nancial year ended 30 September 2013



Group

Note 2013 2012

$ $

Revenue 17 15,660,468 13,820,359

Cost of sales (7,997,139) (6,910,306)

Gross profi t 7,663,329 6,910,053

Other operating income 18 628,593 776,525

Marketing and distribution expenses (641,267) (621,339)

Administrative expenses (5,617,814) (3,658,110)

Other operating expenses (231,498) (176,594)

Investment revenue 19 15,779 144,741

Other gains and losses 20 35,135 (137,201)

Finance costs 21 (15,861) (48,783)

Profi t before tax 1,836,396 3,189,292

Income tax expense 22 (180,060) (553,000)

Profi t for the year 23 1,656,336 2,636,292

Other comprehensive (loss) income:

Items that may be reclassifi ed subsequently to profi t or loss

Exchange differences on translation of foreign operations (3,893) 7,249

Net change in fair value on available-for-sale investments – 466,661

Reclassifi cation to profi t or loss from equity on disposal of available-for-sale investments – 61,444

Other comprehensive (loss) income for the year, net of tax (3,893) 535,354

Total comprehensive income for the year 1,652,443 3,171,646

Profi t (Loss) attributable to:

Owners of the Company 1,726,570 2,675,014

Non-controlling interests (70,234) (38,722)

1,656,336 2,636,292

Total comprehensive income (loss) attributable to:

Owners of the Company 1,720,131 3,207,903

Non-controlling interests (67,688) (36,257)

1,652,443 3,171,646

Basic and diluted earnings per share (cents) 24 1.64 2.85

STATEMENTS OF CHANGES IN EQUITYFor the fi nancial year ended 30 September 2013



Share

capital

Translation

reserve

Investments

revaluation

reserve

Capital

reserves

(Note 25)

Merger

reserve

Retained

earnings

Attributable

to owners of

the Company

Non-

controlling

interests

Total

equity

$ $ $ $ $ $ $ $ $

Group

Balance at 1 October 2011 2,018,909 872 (528,105) 335,029 – 7,184,668 9,011,373 (21,138) 8,990,235

Total comprehensive income

(loss) for the year

Profi t (loss) for the year – – – – – 2,675,014 2,675,014 (38,722) 2,636,292

Other comprehensive income for the year – 4,784 528,105 – – – 532,889 2,465 535,354

Total – 4,784 528,105 – – 2,675,014 3,207,903 (36,257) 3,171,646

Transactions with owners,

recognised directly in equity

Issue of share capital on incorporation of the Company (Note 16) 1 – – – – – 1 – 1

Issue of share capital pursuant to the Restructuring Exercise (Note 16) 1,879,999 – – – – – 1,879,999 – 1,879,999

Restructuring Exercise (Note 1) (2,018,909) – – – 18,908 – (2,000,001) – (2,000,001)

Dividends (Note 26) – – – – – (3,500,000) (3,500,000) – (3,500,000)

Effects of acquiring remaining non-controlling interests in a subsidiary (Note 1) – – – (57,395) – – (57,395) 57,395 –

Total (138,909) – – (57,395) 18,908 (3,500,000) (3,677,396) 57,395 (3,620,001)

Balance at 30 September 2012 1,880,000 5,656 – 277,634 18,908 6,359,682 8,541,880 – 8,541,880

Total comprehensive income

(loss) for the year

Profi t (loss) for the year – – – – – 1,726,570 1,726,570 (70,234) 1,656,336

Other comprehensive (loss) income for the year – (6,439) – – – – (6,439) 2,546 (3,893)

Total – (6,439) – – – 1,726,570 1,720,131 (67,688) 1,652,443

Transactions with owners,

recognised directly in equity

Issue of share capital (Note 16) 3,364,520 – – – – – 3,364,520 – 3,364,520

Capital contribution from non- controlling interests in a subsidiary – – – – – – – 286,200 286,200

Total 3,364,520 – – – – – 3,364,520 286,200 3,650,720

Balance at 30 September 2013 5,244,520 (783) – 277,634 18,908 8,086,252 13,626,531 218,512 13,845,043

STATEMENTS OF CHANGES IN EQUITYFor the fi nancial year ended 30 September 2013



Share

capital

Retained

earnings

(Accumulated)

losses)

Total

equity

$ $ $

Company

Transactions with owners, recognised directly in equity

Issue of share capital on incorporation of the Company (Note 16) 1 – 1

Issue of share capital pursuant to the Restructuring Exercise (Note 16) 1,879,999 – 1,879,999

Total 1,880,000 – 1,880,000

Loss for the year, representing total comprehensive loss for the year – (33,475) (33,475)

Balance at 30 September 2012 1,880,000 (33,475) 1,846,525

Transactions with owners, recognised directly in equity

Issue of share capital (Note 16) 3,364,520 – 3,364,520

Profi t for the year, representing total comprehensive income for the year – 1,109,610 1,109,610

Balance at 30 September 2013 5,244,520 1,076,135 6,320,655

CONSOLIDATED STATEMENT OF CASH FLOWSFor the fi nancial year ended 30 September 2013



Group

2013 2012

$ $

Operating activities


Adjustments for:

Interest income (15,779) (16,047)

Distribution income on quoted investments – (128,694)

Loss on disposal of quoted investments – 61,444

Finance costs 15,861 48,783

Depreciation of property, plant and equipment 268,669 266,135

Amortisation of intangible asset 94,334 94,336

Gain on disposal of property, plant and equipment (500) –

Operating cash fl ows before movements in working capital 2,198,981 3,515,249

Inventories (773,735) 451,648

Trade and other receivables (2,814,603) 314,236

Trade and other payables 1,225,601 (454,668)

Cash (used in) generated from operations (163,756) 3,826,465

Income tax (paid) refund (685,925) 48,312

Net cash (used in) from operating activities (849,681) 3,874,777

Investing activities

Purchase of property, plant and equipment (328,619) (177,724)

Proceeds from disposal of property, plant and equipment 500 –

Proceeds from disposal of quoted investments – 1,767,657

Acquisition of subsidiaries arising from the Restructuring Exercise – (2,000,001)

Decrease in pledged bank deposits – 415,000

Distribution income received from quoted investments – 128,694

Interest received 15,779 16,047

Net cash (used in) from investing activities (312,340) 149,673

CONSOLIDATED STATEMENT OF CASH FLOWSFor the fi nancial year ended 30 September 2013



Group

2013 2012

$ $

Financing activities

Proceeds from issue of ordinary shares 3,600,000 1,880,000

Payment of share issue expenses (235,480) –

Dividends paid – (3,500,000)

Repayment of bank borrowings (229,173) (394,862)

Repayment of obligations under fi nance leases (25,208) (35,261)

Capital contribution from non-controlling interests in a subsidiary 286,200 –

Interest paid (15,861) (48,783)

Net cash from (used in) fi nancing activities 3,380,478 (2,098,906)

Net increase in cash and cash equivalents 2,218,457 1,925,544

Cash and cash equivalents at beginning of year 2,349,916 424,372

Cash and cash equivalents at end of year (Note 6) 4,568,373 2,349,916

NOTES TO FINANCIAL STATEMENTSAs at 30 September 2013


1 GENERAL

The Company (Registration Number 201217895H) is incorporated in the Republic of Singapore on 19 July 2012 with its principal place of business and registered offi ce at 86 International Road, Singapore 629176. The fi nancial statements are presented in Singapore dollars which is the Company’s functional currency.

The principal activity of the Company is that of an investment holding company.

The principal activities of the subsidiaries are described in Note 11 to the fi nancial statements.

The consolidated fi nancial statements of the Group and statement of fi nancial position and statement of changes in equity of the Company for the year ended 30 September 2013 were authorised for issue by the board of directors on 12 December 2013.

Restructuring Exercise

The Group was formed through the Restructuring Exercise which involved the rationalisation of the corporate and shareholding structures in preparation for the proposed listing of the Company on Catalist, the sponsor-supervised board of the Singapore Exchange Securities Trading Limited (“SGX-ST”). Pursuant to the Restructuring Exercise, the Company became the holding company of the Group.

The Restructuring Exercise involved the following:

(a) Incorporation of the Company

The Company was incorporated on 19 July 2012 in the Republic of Singapore in accordance with the Singapore Companies Act as a private limited company with an issued and paid-up share capital of $1 comprising 1 ordinary share. On 13 September 2012, the Company issued a further 1,879,999 ordinary shares for the consideration of $1,879,999.

(b) Acquisition of Gliderol Doors (S) Pte. Ltd.

On 14 September 2012, the Company acquired the entire issued and paid-up capital of 2,000,000 ordinary shares of Gliderol Doors (S) Pte. Ltd. at an aggregate consideration of $2,000,000, which was determined based on the issued and paid-up share capital.

(c) Acquisition of shares in Gliderol International (ME) FZC (“GDIM FZC”) and establishment of Gliderol

International (ME) FZE

On 24 June 2012, Gliderol Doors (S) Pte. Ltd. acquired all the shares in GDIM FZC from its existing shareholders for a nominal consideration. Pursuant to the relevant laws in the United Arab Emirates, upon the transfer by the existing shareholders of their shares in GDIM FZC to Gliderol Doors (S) Pte. Ltd. in June 2012, GDIM FZC was replaced by Gliderol International (ME) FZE, which was established on 24 June 2012 as a free zone establishment in the Hamriyah Free Zone that was wholly-owned by Gliderol Doors (S) Pte. Ltd..

Following the completion of such acquisitions, Gliderol Doors (S) Pte. Ltd. and Gliderol International (ME) FZE became wholly-owned subsidiaries of the Company.



1 GENERAL (cont’d)

The following schedule shows the effects of changes in the Group’s ownership interest in a subsidiary that did not result in change of control, on the equity attributable to owners of the Company:

2013 2012

$ $

Non-controlling interests acquired and difference recognised in acquisition defi cits – 57,395

The Company was listed on Catalist of SGX-ST on 19 April 2013.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The fi nancial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

ADOPTION OF NEW AND REVISED STANDARDS - In the current fi nancial year, the Group has adopted all the new and revised FRSs and Interpretations of FRS (“INT FRS”) that are relevant to its operations and are effective for annual periods beginning on or after 1 October 2012. The adoption of these new/revised FRSs and INT FRSs does not result in changes to the Group’s and Company’s accounting policies and has no material effect on the amounts reported for the current or prior years except as disclosed below:

FRS 1 Presentation of Items of Other Comprehensive Income

The Group has applied the amendments to FRS 1 Presentation of Items of Other Comprehensive Income retrospectively for the fi rst time in the current year. Under the amendments to FRS 1, the Group grouped items of other comprehensive income into two categories in the other comprehensive income section: (a) items that will not be reclassifi ed subsequently to profi t or loss; and (b) items that may be reclassifi ed subsequently to profi t or loss when specifi c conditions are met. Other than the above mentioned presentation changes, the application of the amendments to FRS 1 does not result in any impact on profi t or loss, other comprehensive income and total comprehensive income.

At the date of authorisation of these fi nancial statements, the following FRSs, INT FRSs and amendments to FRSs that are relevant to the Group and the Company were issued but not effective:

Amendments to FRS 19 Employee Benefi ts

FRS 27 (Revised) Separate Financial Statements

Amendments to FRS 36 Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets

FRS 110 Consolidated Financial Statements

FRS 112 Disclosure of Interests in Other Entities

FRS 113 Fair Value Measurement

Amendments to FRS 32 Financial Instruments: Presentation and FRS 107 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities



2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Amendments to FRS 110, FRS 112 and FRS 27: Investment Entities

Annual Improvements to FRS 2012

Consequential amendments were also made to various standards as a result of these new/revised standards.

The management anticipates that the adoption of the above FRSs, INT FRSs and amendments to FRSs in future periods will not have a material impact on the fi nancial statements of the Group and of the Company in the period of their initial adoption, except for FRS 110 Consolidated Financial Statements and FRS 113 Fair Value Measurement. The Group is currently estimating the effects of FRS 110 and FRS 113 in the period of initial adoption.

BASIS OF CONSOLIDATION - The consolidated fi nancial statements incorporate the fi nancial statements of the Company and its subsidiaries. Control is achieved where the Company has the power to govern the fi nancial and operating policies of an entity so as to obtain benefi ts from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the fi nancial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in subsidiaries are identifi ed separately from the Group’s equity therein. The interest of non-controlling shareholders that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured (at date of original business combination) either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifi able net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specifi ed in another FRS. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a defi cit balance.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to refl ect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profi t or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest; and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassifi ed to profi t or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under FRS 39 Financial Instruments: Recognition and Measurement.

In the Company’s fi nancial statements, investments in subsidiaries are carried at cost less any impairment in net recoverable value that has been recognised in profi t or loss.




BUSINESS COMBINATIONS - Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the acquisition date fair values of assets given, liabilities incurred by the Group to the former owners of the acquiree, and equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profi t or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classifi ed. Contingent consideration that is classifi ed as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classifi ed as an asset or a liability is remeasured at subsequent reporting dates in accordance with FRS 39 Financial Instruments: Recognition and Measurement, or FRS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profi t or loss.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profi t or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassifi ed to profi t or loss, where such treatment would be appropriate if that interests were disposed of.

The acquiree’s identifi able assets, liabilities and contingent liabilities that meet the conditions for recognition under the FRS are recognised at their fair value at the acquisition date, except that:

deferred tax assets or liabilities and liabilities or assets related to employee benefi t arrangements are recognised and measured in accordance with FRS 12 Income Taxes and FRS 19 Employee Benefi ts respectively;

liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree’s share-based payment awards transactions with share-based payment awards transactions of the acquirer in accordance with the method in FRS 102 Share-based Payment at the acquisition date; and

assets (or disposal groups) that are classifi ed as held for sale in accordance with FRS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to refl ect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition date.

The accounting policy for initial measurement of non-controlling interests is described above.

The Group resulting from the Restructuring Exercise as disclosed in Note 1 above, is one involving entities under common control. Accordingly, the consolidated fi nancial statements prepared prior to the incorporation of the Company was accounted for using the principles of merger accounting where fi nancial statement items of the merged entities for the reporting periods in which the common control combination occurs are included in the fi nancial statements of the Group as if the combination had occurred from the date when the merged entities fi rst came under the control of the same shareholders.




MERGER RESERVE - Merger reserve represents the difference between the nominal amount of the share capital of the subsidiaries at the date on which they were acquired by the Group from a common shareholder and consideration paid for the acquisition.

FINANCIAL INSTRUMENTS - Financial assets and fi nancial liabilities are recognised on the Group’s statement of fi nancial position when the Group becomes a party to the contractual provisions of the instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a fi nancial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the fi nancial instrument, or where appropriate, a shorter period. Income and expense is recognised on an effective interest basis for debt instruments.

Financial assets

All fi nancial assets are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value plus transaction costs, except for those fi nancial assets classifi ed as at fair value through profi t or loss which are initially measured at fair value.

Financial assets are classifi ed into the following specifi ed categories: fi nancial assets “at fair value through profi t or loss”, “held-to-maturity investments”, “available-for-sale” fi nancial assets and “loans and receivables”. The classifi cation depends on the nature and purpose of fi nancial assets and is determined at the time of initial recognition.

Loans and receivables

Trade receivables, loans and other receivables (excluding prepayments) that have fi xed or determinable payments that are not quoted in an active market are classifi ed as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial.

Impairment of fi nancial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fi nancial asset, the estimated future cash fl ows of the asset have been impacted.

For all fi nancial assets, objective evidence of impairment could include:

signifi cant fi nancial diffi culty of the issuer or counterparty; or

default or delinquency in interest or principal payments; or

it becoming probable that the borrower will enter bankruptcy or fi nancial re-organisation.

For certain categories of fi nancial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.




For fi nancial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original effective interest rate.

For fi nancial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of trade and other receivables where the carrying amount is reduced through the use of an allowance account. When a trade and other receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profi t or loss.

For fi nancial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent the carrying amount of the fi nancial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

Derecognition of fi nancial assets

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

Financial liabilities and equity instruments

Classifi cation as debt or equity

Financial liabilities and equity instruments issued by the Group are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.

Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs (see below).




Derecognition of fi nancial liabilities

The Group derecognises fi nancial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expired.

LEASES - Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifi ed as operating leases.

The Group as lessor

Amounts due from lessees under fi nance leases are recognised as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to refl ect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefi t derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised as an expense over the lease term on the same basis as the lease income.

The Group as lessee

Assets held under fi nance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of fi nancial position as a fi nance lease obligation. Lease payments are apportioned between fi nance 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 to profi t or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs (see below).

Rentals payable under operating leases are charged to profi t or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefi t of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases:

Furniture and fi ttings 10 years Computers 3 years Motor vehicles 5 years Machinery and equipment 5 - 10 years Offi ce equipment 10 years

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.




Assets held under fi nance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amounts of the asset and is recognised in profi t or loss.

Fully depreciated assets are retained in the consolidated fi nancial statements until they are no longer in use.

INVENTORIES - Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the fi rst-in, fi rst-out method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

INTANGIBLE ASSETS - Intangible assets acquired separately are reported at cost less accumulated amortisation (where they have fi nite useful lives) and accumulated impairment losses. Intangible assets with fi nite useful lives are amortised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS - At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible 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). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identifi ed, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identifi ed.

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 fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset for which the estimates of future cash fl ows 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 (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profi t or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profi t or loss.

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

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




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

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfi ed:

the Group has transferred to the buyer the signifi cant risks and rewards of ownership of the goods;

the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

the amount of revenue can be measured reliably;

it is probable that the economic benefi ts associated with the transaction will fl ow to the Group; and

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Service and maintenance works

Revenue from service and maintenance works is recognised upon the completion of the services rendered and acceptance by customers.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Dividend income

Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.

Rental income

The Group’s policy for recognition of revenue from operating leases is described above.

BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profi t or loss in the period in which they are incurred.




RETIREMENT BENEFIT COSTS - Payments to defi ned contribution retirement benefi t plans are charged as an expense when employees have rendered the services entitling them to the contributions. Payments made to state-managed retirement benefi t schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defi ned contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.

EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profi t for the year. Taxable profi t differs from profi t as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Company and subsidiaries operate by the end of the reporting period.

Deferred tax is recognised on the differences between the carrying amounts of assets and liabilities in the fi nancial statements and the corresponding tax bases used in the computation of taxable profi t, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profi t nor the accounting profi t.

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be suffi cient taxable profi ts against which to utilise the benefi ts of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets refl ects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profi t or loss, except when they relate to items credited or debited outside profi t or loss (either in other comprehensive income or directly in equity), in which case the tax is also recognised outside profi t or loss (either in other comprehensive income or directly in equity, respectively), or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.




FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual fi nancial statements of each entity within the Group are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated fi nancial statements of the Group and the statement of fi nancial position of the Company are presented in Singapore dollars, which is the functional currency of the Company and the presentation currency for the consolidated fi nancial statements.

In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profi t or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profi t or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.

For the purpose of presenting consolidated fi nancial statements, the assets and liabilities of the Group’s foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of the reporting period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fl uctuated signifi cantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of foreign currency translation reserve.

On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a foreign operation or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassifi ed to profi t or loss. Any exchange differences that have previously been attributed to non-controlling interests are derecognised, but they are not reclassifi ed to profi t or loss.

In the case of a partial disposal (i.e., no loss of control) of a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profi t or loss.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of foreign currency translation reserve.

CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS - Cash and cash equivalents in the statement of cash fl ows comprise cash on hand and demand deposits, bank overdrafts, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignifi cant risk of changes in value.



3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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.

Critical judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, which are described in Note 2, management has not made any judgements that will have a signifi cant effect on the amounts recognised in the fi nancial statements, apart from those involving estimations as discussed below.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year, are discussed below.

Allowance for trade and other receivables

The Group makes allowance for doubtful debts based on an assessment of the recoverability of trade and other receivables where events or changes in circumstances indicate that the balances may not be collectible. The estimation of allowance for doubtful debts requires the use of estimates. Where the expectation is different from the original estimate, such differences will impact the carrying value of trade and other receivables and doubtful debts expenses in the period in which such estimate has been changed. Based on management’s assessment, no allowance for trade and other receivables is required as at 30 September 2013 and 2012. The carrying amount of trade and other receivables is disclosed in Note 7 to the fi nancial statements.

Valuation of inventories

At the end of each reporting period, management assesses whether there is any objective evidence that certain inventories are stated at cost which are above their net realisable value. If so, these inventories are written down to their net realisable value. To determine whether there is such objective evidence, management identifi es inventories that are slow moving and considers their physical conditions, market conditions and market prices for similar inventories. Based on management’s assessment, no allowance for inventories is required as at 30 September 2013 and 2012. The carrying amount of inventories is disclosed in Note 8 to the fi nancial statements.



4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

(a) Categories of fi nancial instruments

Group Company

2013 2012 2013 2012

$ $ $ $

Financial assets

Loans and receivables (including cash and cash equivalents) 11,809,609 6,846,960 4,184,885 55,927

Financial liabilities

Amortised cost 2,310,612 1,864,883 223,729 209,402

(b) Financial risk management policies and objectives

The Group’s overall fi nancial risk management policies and objectives seek to minimise potential adverse effects on the fi nancial performance of the Group. Risk management is carried out by the board of directors and periodic reviews are undertaken to ensure that the Group’s policy guidelines are complied with. There has been no change to the Group’s exposure to these fi nancial risks or the manner in which it manages and measures the risk.

The Company is not exposed to signifi cant foreign exchange risk, interest rate risk, credit risk and liquidity risk.

(i) Foreign exchange risk management

The Group transacts business in various foreign currencies, including the United States dollar, Australian dollar and Euro and therefore is exposed to foreign exchange risk.

At the end of the reporting period, the carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective entities’ functional currencies are as follows:

Group

Assets Liabilities

2013 2012 2013 2012

$ $ $ $

United States dollar 242,225 117,702 4,435 16,036

Australian dollar – – 22,549 77,073

Euro 3,792 3,545 173,918 19,958

The Company has a number of investments in foreign subsidiaries, whose net assets are exposed to currency translation risk. The Group does not currently designate its foreign currency denominated debt as a hedging instrument for the purpose of hedging the translation of its foreign operations.

Foreign currency sensitivity

The following table details the sensitivity to a 10% increase and decrease in the relevant foreign currencies against the functional currency of each entity. 10% is the sensitivity rate that represents management’s assessment of the reasonably 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.



4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(b) Financial risk management policies and objectives (cont’d)

(i) Foreign exchange risk management (cont’d)

If the relevant foreign currency weakens by 10% against the functional currency of each entity, profi t or loss will increase (decrease) by:

United States

dollar impact

Australian

dollar impact Euro impact

2013 2012 2013 2012 2013 2012

$ $ $ $ $ $

Group

Profi t or loss (23,779) (10,167) 2,255 7,707 17,013 1,641

If the relevant foreign currency strengthens by 10% against the functional currency of each entity, profi t or loss will increase (decrease) by:

United States

dollar impact

Australian

dollar impact Euro impact

2013 2012 2013 2012 2013 2012

$ $ $ $ $ $

Group

Profi t or loss 23,779 10,167 (2,255) (7,707) (17,013) (1,641)

(ii) Interest rate risk management

The Group’s exposure to interest rate risk relates primarily to bank deposits and bank borrowings. The interest rates for bank deposits and bank borrowings are fi xed as disclosed in Notes 6 and 12 to the fi nancial statements respectively.

No sensitivity analysis is prepared as the Group does not expect any material effect on the Group’s profi t or loss arising from the effects of reasonably possible changes to interest rates on interest bearing fi nancial instruments at the end of the reporting period.

(iii) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in fi nancial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk of fi nancial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by the counterparty limits that are reviewed and approved by management periodically.

Bank balances and bank deposits are held with reputable fi nancial institutions.

Concentration of credit risk exists when changes in economic, industry or geographic factors similarly affect the Group’s counterparties whose aggregate credit exposure is signifi cant in relation to the Group’s total credit exposure. There is no concentration of credit risk as the Group does not have any signifi cant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group defi nes counterparties as having similar characteristics if they are related entities.



4 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(b) Financial risk management policies and objectives (cont’d)

(iii) Credit risk management (cont’d)

The carrying amount of fi nancial assets recorded in the fi nancial statements, grossed up for any allowances for losses, represents the Group’s maximum exposure to credit risk.

Further details of credit risk on trade and other receivables are disclosed in Note 7 to the fi nancial statements.

(iv) Liquidity risk management

The Group maintains suffi cient cash and cash equivalents, and internally generated cash fl ows to fi nance its activities. The Group fi nances its liquidity through internally generated cash fl ows and minimises liquidity risk by keeping committed credit lines available.

All fi nancial assets and liabilities of the Group as at 30 September 2013 and 2012 are repayable on demand or due within 1 year from the end of the reporting period with the exception of pledged bank deposits and fi nance leases as disclosed in Notes 6 and 14 to the fi nancial statements respectively.

(v) Fair value of fi nancial assets and fi nancial liabilities

The carrying amounts of cash and cash equivalents, trade and other current receivables and payables approximate their respective fair values due to the relatively short-term maturity of these fi nancial instruments. Management considers that the carrying amounts of fi nancial assets and fi nancial liabilities recorded at amortised cost in the fi nancial statements approximate their fair values.

(c) Capital risk management policies and objectives

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of equity attributable to owners of the Company, comprising issued capital, reserves and retained earnings.

Management reviews the capital structure on an annual basis. As a part of this review, management considers the cost of capital and the risks associated with each class of capital. The Group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt. The Group’s overall strategy remains unchanged from 2012.

5 ULTIMATE HOLDING COMPANY AND RELATED PARTY TRANSACTIONS

The Company is a subsidiary of D’Oasis Pte. Ltd., a company incorporated in the Republic of Singapore, which is also the Company’s ultimate holding company.

Some of the Group’s transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is refl ected in these fi nancial statements. The balances are unsecured, interest-free and repayable on demand, unless otherwise stated. Details of the Group’s balances with the ultimate holding company and related parties are disclosed in Notes 7 and 13 to the fi nancial statements.



5 ULTIMATE HOLDING COMPANY AND RELATED PARTY TRANSACTIONS (cont’d)

During the year, the Group entered into the following transactions with the ultimate holding company and related parties:

Group

2013 2012

$ $

Sale of quoted investments to ultimate holding company – (1,767,657)

Sales to a company in which a controlling shareholder of ultimate holding company has interest in – (5,422)

Purchases from companies in which a controlling shareholder of ultimate holding company has interest in – 208,120

Expenses paid on behalf by a controlling shareholder of ultimate holding company – 1,402

Expenses paid on behalf of a controlling shareholder of ultimate holding company – 30,310

Compensation of directors and key management personnel

The remuneration of directors and other members of key management during the year was as follows:

Group

2013 2012

$ $

Short-term benefi ts 999,264 688,633

Post-employment benefi ts 47,571 37,837

Total 1,046,835 726,470

6 CASH AND CASH EQUIVALENTS AND PLEDGED BANK DEPOSITS

Group Company

2013 2012 2013 2012

$ $ $ $

Cash on hand 10,676 7,557 20 –

Cash at banks 4,557,697 1,927,359 1,164,455 55,927

Bank deposits 1,000,000 1,415,000 – –

5,568,373 3,349,916 1,164,475 55,927

Less: Pledged bank deposits (shown under non-current assets) (1,000,000) (1,000,000) – –

Cash and cash equivalents 4,568,373 2,349,916 1,164,475 55,927

Bank deposits bear average effective interest rate of 1.5% (2012: 1.5%) per annum and for a tenure of approximately 3 years (2012: 1 to 3 years). Bank deposits of $1,000,000 (2012: $1,000,000) are pledged to a bank to secure banking facilities available to the Group (Note 12).



6 CASH AND CASH EQUIVALENTS AND PLEDGED BANK DEPOSITS (cont’d)

The Group’s cash and cash equivalents that are not denominated in the functional currencies of the respective entities are as follows:

Group

2013 2012

$ $

Denominated in:

United States dollar 96,948 113,792

Euro 3,792 3,545

Singapore dollar 7,676 –

7 TRADE AND OTHER RECEIVABLES

Group Company

2013 2012 2013 2012

$ $ $ $

Trade receivables due from third parties 6,135,177 3,420,208 – –

Trade receivables due from subsidiaries – – 390,410 –

Other receivables due from third parties 7,474 996 – –

Other receivables due from a controlling shareholder of ultimate holding company – 30,310 – –

Other receivables due from a subsidiary – – 430,000 –

Dividends receivable from a subsidiary – – 2,200,000 –

Deposits 98,585 45,530 – –

Prepayments 156,226 93,988 9,699 –

6,397,462 3,591,032 3,030,109 –

The average credit period for trade receivables is approximately 30 to 60 days (2012: 30 to 60 days). No interest is charged on the outstanding trade receivables.

The table below is an analysis of trade receivables as at the end of the reporting period:

Group Company

2013 2012 2013 2012

$ $ $ $

Not past due and not impaired 4,670,640 2,327,417 390,410 –

Past due but not impaired (i) 1,464,537 1,092,791 – –

Total trade receivables (ii) 6,135,177 3,420,208 390,410 –



7 TRADE AND OTHER RECEIVABLES (cont’d)

(i) Aging of trade receivables that are past due but not impaired is as follows:

Group

2013 2012

$ $

<1 month 630,966 577,580

1 month to 3 months 472,320 298,840

3 months to 6 months 190,096 97,603

6 months to 12 months 17,285 95,463

>12 months 153,870 23,305

1,464,537 1,092,791

(ii) There has not been a signifi cant change in credit quality of these trade receivables and the amounts are still considered recoverable.

The Group’s trade and other receivables that are not denominated in the functional currencies of the respective entities are as follows:

Group

2013 2012

$ $

Denominated in:


8 INVENTORIES

Group

2013 2012

$ $

Raw materials 2,242,043 1,858,986

Work-in-progress 217,797 –

Finished goods 279,428 106,547

2,739,268 1,965,533



9 PROPERTY, PLANT AND EQUIPMENT

Furniture

and fi ttings Computers

Motor

vehicles

Machinery

and

equipment

Offi ce

equipment Total

$ $ $ $ $ $

Group

Cost:

At 1 October 2011 777,226 187,483 745,581 4,783,861 116,444 6,610,595

Additions 47,434 24,938 32,564 72,559 229 177,724

Effect of movements in exchange rates (1,134) – (5,335) (20,183) (726) (27,378)

At 30 September 2012 823,526 212,421 772,810 4,836,237 115,947 6,760,941

Additions 14,666 28,247 61,826 160,298 63,582 328,619

Disposals (360,000) – (35,497) – – (395,497)

Effect of movements in exchange rates 933 – 4,393 16,621 600 22,547

At 30 September 2013 479,125 240,668 803,532 5,013,156 180,129 6,716,610

Accumulated depreciation:

At 1 October 2011 739,875 168,485 574,014 3,897,104 103,647 5,483,125

Depreciation 12,407 13,722 61,428 174,733 3,845 266,135

Effect of movements in exchange rates (912) – (1,740) (16,237) (338) (19,227)

At 30 September 2012 751,370 182,207 633,702 4,055,600 107,154 5,730,033

Depreciation 13,473 21,455 65,102 159,193 9,446 268,669

Disposals (360,000) – (35,497) – – (395,497)

Effect of movements in exchange rates 847 – 1,932 15,120 368 18,267

At 30 September 2013 405,690 203,662 665,239 4,229,913 116,968 5,621,472

Carrying amount:

At 30 September 2013 73,435 37,006 138,293 783,243 63,161 1,095,138

At 30 September 2012 72,156 30,214 139,108 780,637 8,793 1,030,908

The carrying amounts of the Group’s motor vehicles and machinery and equipment under fi nance leases (Note 14) are as follows:

Group

2013 2012

$ $

Motor vehicles 13,410 38,370

Machinery and equipment – 28,700

Total 13,410 67,070



10 INTANGIBLE ASSET

Patent

$

Group

Cost:

At 1 October 2011 and 30 September 2012 and 2013 1,698,040

Accumulated amortisation:

At 1 October 2011 55,029

Amortisation 94,336

At 30 September 2012 149,365

Amortisation 94,334

At 30 September 2013 243,699

Carrying amount:

At 30 September 2013 1,454,341

At 30 September 2012 1,548,675

The intangible asset pertains to a patent which has a fi nite useful life. Amortisation is charged using the straight-line method over its estimated useful life of 18 years.

The amortisation expense has been included in the line item “administrative expenses” in profi t or loss.

11 SUBSIDIARIES

Company

2013 2012

$ $

Unquoted equity shares, at cost 2,349,800 2,000,000

Details of the Group’s subsidiaries are as follows:

Name of subsidiary

Country of

incorporation

and operations

Proportion of ownership

interest and voting

power held Principal activities

2013 2012% %

Held by the Company

Gliderol Doors (S) Pte. Ltd. (1) Singapore 100 100 Manufacture of metal doors,window and door frames, grilles and gratings

Gliderol Doors Asia Limited (2) (3) Republic ofChina

55 – Distribution of industrialdoors and door components



11 SUBSIDIARIES (cont’d)

Name of subsidiary

Country of

incorporation

and operations

Proportion of ownership

interest and voting

power held Principal activities

2013 2012% %

Held by Gliderol Doors (S) Pte. Ltd.

Gliderol International (ME) FZE (2) United Arab Emirates

100 100 Manufacture of doors andgeneral trading

(1) Audited by Deloitte & Touche LLP, Singapore

(2) Audited by Deloitte & Touche LLP, Singapore for consolidation purposes only

(3) Newly incorporated

12 BANK BORROWINGS

Group

2013 2012

$ $

Bank bills payable (a) 160,441 63,485

Term loan 1 (b) – 181,062

Term loan 2 (c) 22,695 167,762

Bank borrowings due within 12 months 183,136 412,309

The effective interest rates per annum for the above bank borrowings are as follows:

Group

2013 2012

Bank bills payable 5.5% 5.5% - 5.8%

Term loan 1 5.0% 5.0%

Term loan 2 5.0% 5.0%

(a) Bank bills payable are secured by a pledge of the Group’s bank deposits (Note 6). As at 30 September 2012, bank bills payable were secured by a pledge over the ultimate holding company’s quoted investments and a personal guarantee from a controlling shareholder of ultimate holding company.

Bank bills payable have maturity of 3 months (2012: 1 to 4 months) from the end of the fi nancial year. Interest is levied at 0.5% (2012: 0.5%) per annum above the bank’s prime lending rate for local currency denominated bills and the higher of 2.0% per annum over London Inter Bank Offer Rate (2012: 2.0% per annum over Singapore Inter Bank Offer Rate) or 2.0% (2012: 2.0% - 3.0%) per annum over the bank’s cost of funds for foreign currency denominated bills.

(b) Term loan 1 was a 4 years bridging loan repayable by equal monthly installments. Interest was fi xed at 5.0% per annum. Term loan 1 was fully repaid in May 2013.

(c) Term loan 2 is a 4 years bridging loan repayable by equal monthly installments and is expected to mature in November 2013. Interest is fi xed at 5.0% per annum. As at 30 September 2012, the loan was guaranteed by a personal guarantee from a controlling shareholder of ultimate holding company.



12 BANK BORROWINGS (cont’d)

The above term loan agreements include clauses that make these loans repayable on demand. Accordingly, management has classifi ed all the term loans as “current liabilities” as at 30 September 2012.

The Group’s bank borrowings that are not denominated in the functional currencies of the respective entities are as follows:

Group

2013 2012

$ $

Denominated in:

Euro 99,864 –

Australian dollar – 63,485

13 TRADE AND OTHER PAYABLES

Group Company

2013 2012 2013 2012

$ $ $ $

Trade payables due to third parties 1,148,905 582,441 23,918 –

Accruals 932,911 595,665 199,811 8,000

Deposits received from customers 816,587 291,096 – –

Advances from ultimate holding company – 200,000 – 200,000

Other payables due to a controlling shareholder of ultimate holding company – 1,402 – 1,402

2,898,403 1,670,604 223,729 209,402

The average credit period of trade payables is 30 to 60 days (2012: 30 to 60 days). No interest is charged on the outstanding balances.

The Group’s trade and other payables that are not denominated in the functional currencies of the respective entities are as follows:

Group

2013 2012

$ $

Denominated in:


Australian dollar 22,549 13,588

Euro 74,054 19,958



14 FINANCE LEASES

Group

Minimum lease payments

Present value of minimum

lease payments

2013 2012 2013 2012

$ $ $ $

Amounts payable under fi nance leases:

Within one year 23,636 30,841 19,986 26,074

In the second to fi fth years inclusive 4,089 26,685 3,480 22,600

27,725 57,526 23,466 48,674

Less: Future fi nance charges (4,259) (8,852) NA NA

Present value of lease obligations 23,466 48,674 23,466 48,674

Less: Amount due for settlement within 12 months (shown under current liabilities) (19,986) (26,074)

Amount due for settlement after 12 months 3,480 22,600

The lease terms are between 3 to 5 years. The average effective interest rates range from 2.8% to 4.0% (2012: 2.8% to 4.0%) per annum. Interest rates are fi xed at the contract date, and thus expose the Group to fair value interest rate risk.

The Group’s obligations under fi nance leases are secured by the lessors’ title to the leased assets (Note 9).

15 DEFERRED TAX LIABILITIES

Deferred tax liabilities arise from the excess of tax over book depreciation of plant and equipment and intangible asset.

Group

$

At 1 October 2011 and 30 September 2012 141,746

Charged to profi t or loss for the year (Note 22) 41,539

Under provision in respect of prior years (Note 22) 98,035

At 30 September 2013 281,320



16 SHARE CAPITAL

Group and Company

Number

of ordinary

shares

Issued and

paid up

$

Issued and paid up:

At 1 October 2011(1) – 2,018,909

Issue of shares for cash on incorporation of the Company 1 1

Issue of shares for cash pursuant to the Restructuring Exercise (Note 1) 1,879,999 1,879,999

Arising from the Restructuring Exercise (Note 1) – (2,018,909)

At 30 September 2012 1,880,000 1,880,000

Issue of shares for cash (2) 120,000 600,000

Issued and fully paid shares before sub-division of shares 2,000,000 2,480,000

Sub-division of shares (3) 100,000,000 2,480,000

Issue of shares pursuant to the initial public offering (4) 12,000,000 3,000,000

Share issue expenses – (235,480)

At 30 September 2013 112,000,000 5,244,520

Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the Company.

(1) The Company was incorporated on 19 July 2012. As at 1 October 2011, the share capital represents the aggregate amount of the Group’s share of the share capital of its subsidiaries, Gliderol Doors (S) Pte. Ltd. and Gliderol International (ME) FZE, as at 30 September 2010.

(2) On 8 October 2012, the Company increased its issued and paid-up share capital to $2,480,000 divided into 2,000,000 ordinary shares via the issue and allotment of 120,000 new ordinary shares to Rhodus Capital Limited for a consideration of $600,000.

(3) At the Extraordinary General Meeting held on 22 March 2013, the shareholders approved the sub-division of each ordinary share in the existing issued and paid up share capital of the Company into 50 ordinary shares.

(4) During the fi nancial year, the Company offered 12,000,000 ordinary shares to the public at $0.25 per ordinary share.

17 REVENUE

Group

2013 2012

$ $

Revenue from sale of doors 14,026,753 12,390,994

Revenue from service and maintenance works 1,633,715 1,429,365

15,660,468 13,820,359



18 OTHER OPERATING INCOME

Group

2013 2012

$ $

Rental income 377,120 474,754

Sundry income 251,473 301,771

628,593 776,525

19 INVESTMENT REVENUE

Group

2013 2012

$ $

Interest income from bank deposits 15,779 16,047

Distribution income on quoted investments – 128,694

15,779 144,741

20 OTHER GAINS AND LOSSES

Group

2013 2012

$ $

Gain on disposal of property, plant and equipment 500 –

Loss on disposal of quoted investments – (61,444)

Net foreign exchange gains (losses) 34,635 (75,757)

35,135 (137,201)

21 FINANCE COSTS

Group

2013 2012

$ $

Interest on obligations under fi nance leases 4,593 5,443

Interest on bank overdrafts – 1,149

Interest on bank bills payable 3,228 14,733

Interest on bank loans 8,040 27,458

15,861 48,783



22 INCOME TAX EXPENSE

Group

2013 2012

$ $

Income tax expense comprises:

Current tax expense 336,303 553,000

Deferred tax expense (Note 15) 41,539 –

Adjustments recognised in the current year in relation to current tax of prior years (295,817) –

Adjustments recognised in the current year in relation to deferred tax of prior years (Note 15) 98,035 –

Total income tax expense 180,060 553,000

Domestic income tax is calculated at 17% (2012: 17%) of the estimated assessable profi t for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

Group

2013 2012

$ $

Numerical reconciliation of income tax expense


Income tax expense calculated at 17% (2012: 17%) 312,187 542,180

Effect of different tax rates of subsidiaries operating in other jurisdictions 42,613 19,361

Effect of income that is exempt from taxation (25,925) (25,925)

Effect of expenses that are not deductible in determining taxable profi t 239,434 37,696

Effect of tax concessions (188,282) (22,317)

Adjustments recognised in the current year in relation to current tax of prior years (295,817) –

Adjustments recognised in the current year in relation to deferred tax of prior years 98,035 –

Others (2,185) 2,005

Income tax expense 180,060 553,000



23 PROFIT FOR THE YEAR

Profi t for the year has been arrived at after charging:

Group

2013 2012

$ $

Cost of inventories recognised as expenses 4,346,557 3,352,622

Depreciation of property, plant and equipment 268,669 266,135

Amortisation of intangible asset 94,334 94,336

Loss on disposal of quoted investments – 61,444

Net foreign exchange (gains) losses (34,635) 75,757

Expenses relating to the Company’s initial public offering (1) 1,089,020 –

Audit fees:

- paid to auditors of the Company 106,200 53,000

- paid to other auditors 1,394 1,379

Total audit fees 107,594 54,379

Non-audit fees:

- paid to auditors of the Company 24,000 –

Directors’ remuneration

- of the Company 491,680 363,925

- of the subsidiaries 129,217 153,718

Total directors’ remuneration 620,897 517,643

Employee benefi ts expense (including directors’ remuneration)

Defi ned contribution plans 227,124 206,680

Salaries and related expenses 4,602,679 3,813,039

Total employee benefi ts expense 4,829,803 4,019,719

(1) This included professional fees of $108,500 (2012: Nil) paid to the auditors of the Company in connection with the Company’s initial public offering.



24 EARNINGS PER SHARE

The calculation of the earnings per share attributable to the ordinary owners of the Company is based on the following data:

Group

2013 2012

$ $

Profi t attributable to owners of the Company 1,726,570 2,675,014

2013 2012

Number of shares

Weighted average number of ordinary shares for purpose of earnings per share 105,309,589 94,000,000 (1)

(1) For comparative purpose, the issued and paid up share capital of the Company as at 30 September 2012 (adjusted for the sub-division of each ordinary share in the issued and paid up share capital of the Company into 50 ordinary shares described in Note 16) of 94,000,000 ordinary shares is assumed to have been in issue throughout the entire year ended 30 September 2012.

There were no dilutive equity instruments for 2013 and 2012.

25 CAPITAL RESERVES

Group

Acquisition

defi cit (1)

Deemed

capital

contribution (2) Total

$ $ $

At 1 October 2011 (14,811) 349,840 335,029

Arising during the year (57,395) – (57,395)

At 30 September 2012 and 2013 (72,206) 349,840 277,634

The capital reserves represent:

(1) acquisition defi cit arising from the changes in the Group’s ownership interest in a subsidiary that did not result in change of control; and

(2) deemed capital contribution from former shareholders of Gliderol International (ME) FZE.

26 DIVIDENDS

During the year ended 30 September 2012, Gliderol Doors (S) Pte. Ltd. declared and paid tax exempt (one-tier) interim dividend of $1.75 per ordinary share amounting to $3,500,000 to its then shareholders.

Subsequent to 30 September 2013, the directors recommended that a fi nal tax-exempt (one-tier) dividend of $0.007 per ordinary share totalling $784,000 be paid to shareholders for the year ended 30 September 2013. This dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these fi nancial statements.



27 COMMITMENTS

(i) Capital commitments

Group

2013 2012

$ $

Commitments for the acquisition of property, plant and equipment 189,080 –

(ii) Outstanding forward foreign exchange contracts

At the end of the reporting period, the notional amount of outstanding forward foreign exchange contracts is as follows:

Group

2013 2012

$ $

Sell Singapore dollar – 310,650

Buy US$250,000 – 310,650

The settlement date on the open forward contract is approximately 6 months from the end of the reporting period.

The fair value changes of the outstanding forward foreign exchange contracts are not recognised in profi t or loss as management is of the view that such adjustments are not signifi cant.

28 GUARANTEES

Guarantees arising from interest in a subsidiary are as follows:

Company

2013 2012

$ $

Guarantees given to a bank in respect of banking facilities granted to a subsidiary 2,200,000 –

29 OPERATING LEASE ARRANGEMENTS

Group

2013 2012

$ $

The Group as lessee

Minimum lease payments under operating leases recognised as an expense 1,200,067 1,264,474



29 OPERATING LEASE ARRANGEMENTS (cont’d)

The Group as lessee (cont’d)

At the end of the reporting period, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows:

Group

2013 2012

$ $

Within one year 1,036,837 1,032,075

In the second to fi fth years inclusive 4,062,199 4,170,089

After fi ve years – 902,379

5,099,036 6,104,543

Operating lease payments represent rentals payable by the Group for its offi ce and manufacturing premises and certain equipment. The leases are negotiated for terms between 1 to 7 years and rentals have varying terms and escalation clauses to refl ect current market rental and value.

The Group as lessor

The Group has future lease income receivables in respect of the sub-leasing of its offi ce and manufacturing premises. The rental income earned during the year is $377,120 (2012: $474,754).

At the end of the reporting period, the Group’s future lease income receivables are as follows:

Group

2013 2012

$ $

Within one year 172,010 346,231

In the second to fi fth years inclusive 44,550 57,000

216,560 403,231

30 SEGMENT INFORMATION

The Group operates and manages its business primarily as a single operating segment in the manufacture and supply of door and shutter systems and provision of service and maintenance works. The Group’s chief operating decision maker reviews the consolidated results prepared based on the Group’s accounting policies when making decisions, including the allocation of resources and assessment of performance of the Group.



30 SEGMENT INFORMATION (cont’d) Geographical information

The Group operates mainly in the geographical areas of Singapore, Middle East, Taiwan and Others. The Group’s revenue from external customers and information about its segment assets (non-current assets) by geographical locations are detailed below:

Group

2013 2012

$ $

Revenue from external customers

(based on location of customers)

Singapore 13,587,387 12,668,557

Middle East 1,131,983 671,412

Taiwan 367,346 –

Others * 573,752 480,390

15,660,468 13,820,359

Non-current assets

(based on location of assets)

Singapore 3,428,345 3,487,118

Middle East 38,094 92,465

Taiwan 83,040 –

3,549,479 3,579,583

* Others include Thailand, Brunei, Malaysia, Australia, Hong Kong and Indonesia.

Information about major customers

Included in revenue from manufacture and supply of door and shutter systems which arose from sales to the Group’s major customers are as follows:

Group

2013 2012

$ $

Customer A – 1,586,013

STATISTICS OF SHAREHOLDINGSAs at 9 December 2013


SHARE CAPITAL

Issued and fully paid-up capital : S$5,480,000**Number of shares issued : 112,000,000Class of shares : Ordinary sharesVoting rights : One vote per shareNumber of treasury shares : Nil

** This is based on records kept with the Accounting and Corporate Regulatory Authority (“ACRA”) and differs from the accounting records of the Company which is

$5,244,520 due to certain share issue expenses.

Analysis of Shareholders

DISTRIBUTION OF SHAREHOLDINGS

Size of Shareholdings No. of Shareholders % No. of Shares %

1 - 999 0 0.00 0 0.001,000 - 10,000 242 75.86 527,000 0.4710,001 - 1,000,000 73 22.89 12,107,000 10.811,000,001 AND ABOVE 4 1.25 99,366,000 88.72TOTAL 319 100.00 112,000,000 100.00

TWENTY LARGEST SHAREHOLDERS

No. Name No. of Shares %

1. D’Oasis Pte. Ltd. 88,500,000 79.02 2. Rhodus Capital Limited 6,000,000 5.363. DB Nominees (Singapore) Pte Ltd 3,106,000 2.774. UOB Kay Hian Pte Ltd 1,760,000 1.575. CIMB Securities (Singapore) Pte. Ltd. 885,000 0.796. Phillip Securities Pte Ltd 844,000 0.757. Lim Teck Chuan 510,000 0.468. Siah Iek Hoi 500,000 0.459. United Overseas Bank Nominees (Pte) Ltd 500,000 0.4510. HSBC (Singapore) Nominees Pte Ltd 480,000 0.4311. Chua Kim Yan 400,000 0.3612. Neo Aik Cheng 400,000 0.3613. Ong Keow Hiong 400,000 0.3614. Sim Cheng Huat 400,000 0.3615. Chew Chong King 300,000 0.2716. Lee Chai Yong 300,000 0.2717. Lim Pang Lin 300,000 0.2718. Tan Guan 300,000 0.2719. Vincent Tay Wei Siong (Zheng Weixiong) 280,000 0.2520. Chua Kah Boey 276,000 0.25Total 106,441,000 95.07

STATISTICS OF SHAREHOLDINGSAs at 9 December 2013


SUBSTANTIAL SHAREHOLDERS(as recorded in the Registrar of Substantial Shareholders)

Name of Substantial Shareholder

Shareholdings Registered in the

Name of Substantial Shareholder

Shareholdings in which the Substantial

Shareholders are Deemed to be Interested

No. of Shares % No. of Shares %

D’Oasis Pte. Ltd. 88,500,000 79.02 – –Rhodus Capital Limited 6,000,000 5.36 – –Wong Lok Yung (1) – – 88,500,000 79.02

Note:

(1) Mr Wong Lok Yung owns 80 ordinary shares representing 80.0% of the issued share capital of D’Oasis Pte. Ltd. Accordingly, Mr Wong Lok Yung is deemed to be interested in all the shares held by D’Oasis Pte. Ltd.

PERCENTAGE OF SHAREHOLDING IN PUBLIC HANDS

Based on the information provided, to the best knowledge of the Directors and the substantial shareholder of the Company, 14.86% of the issued ordinary shares of the Company is held in the hands of the public as at 9 December 2013. Accordingly, Rule 723 of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist has been complied with.

NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN that the Annual General Meeting of GDS GLOBAL LIMITED (the “Company”) will be held at 86 International Road, Singapore 629176 on Friday, 24 January 2014 at 10.00 a.m. to transact the following business:

As Ordinary Business

1. To receive and adopt the Report of the Directors and Audited Financial Statements for the fi nancial year ended 30 September 2013 together with the Auditors’ Report thereon. (Resolution 1)

2. To declare a First and Final Dividend of 0.7 Singapore cents per ordinary share one-tier tax exempt for the fi nancial year ended 30 September 2013. (Resolution 2)

3. To approve the sum of S$68,611.11 as Directors’ fees for the fi nancial year ended 30 September 2013. (Resolution 3)

4. To approve the sum of S$130,000/- as Directors’ fees for the fi nancial year ending 30 September 2014 and the payment thereof on a half yearly basis. (Resolution 4)

5. To re-elect Mr Wu Chiaw Ching, who is retiring by rotation in accordance with Article 114 of the Company’s Articles of Association, as Director of the Company. [See Explanatory Note (i)] (Resolution 5)

6. To re-appoint Mr Goh Boon Kok as Director who will retire and seek re-appointment under Section 153(6) of the Companies Act, Chapter 50 of Singapore, to hold offi ce from the date of this Annual General Meeting until the next Annual General Meeting of the Company. [See Explanatory Note (ii)] (Resolution 6)

7. To re-appoint Deloitte & Touche LLP as Auditors of the Company and to authorise the Directors to fi x their remuneration. (Resolution 7)

8. To transact any other business that may be transacted at an Annual General Meeting.

As Special Business

To consider and, if thought fi t, to pass the following resolution as Ordinary Resolution, with or without modifi cations:

9. Authority to allot and issue shares in the capital of the Company

“That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore and Rule 806 of the Singapore Exchange Securities Trading Limited (“SGX-ST”) Listing Manual Section B: Rules of Catalist (“Catalist Rules”) and the Articles of Association of the Company (the “Articles of Association”), authority be and is hereby given to the Directors to (i) issue shares whether by way of rights, bonus or otherwise; (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fi t; and (iii) (notwithstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any Instruments made or granted by the Directors while this resolution was in force, provided that:

(a) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this resolution) and Instruments to be issued pursuant to this resolution shall not exceed 100.0% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (b) below), of which the aggregate number of shares to be issued (including shares to be issued pursuant to the Instruments) other than on a pro rata basis to existing shareholders shall not exceed 50.0% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (b) below);

NOTICE OF ANNUAL GENERAL MEETING


(b) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares (including shares to be issued pursuant to the Instruments) that may be issued under sub-paragraph (a) above, the percentage of shares that may be issued shall be based on the total number of issued shares of the Company (excluding treasury shares) at the time of the passing of this Resolution, after adjusting for: (i) new shares arising from the conversion or exercise of the Instruments or any convertible securities; and (ii) any subsequent bonus issue, consolidation or sub-division of shares;

(c) in exercising such authority, the Company shall comply with the provisions of the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and

(d) unless revoked or varied by the Company in a general meeting, such authority shall continue in force until (i) the conclusion of the next Annual General Meeting of the Company or (ii) the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier. [See Explanatory Note (iii)]

(Resolution 8)

By Order of the Board

Sharon YeohCompany Secretary Singapore, 8 January 2014

Explanatory Notes:

(i) Mr Wu Chiaw Ching, if re-elected, will remain as the Chairman of the Audit Committee and a member of the Nominating Committee and Remuneration Committee. The Board of Directors of the Company (the “Board”) considers Mr Wu Chiaw Ching to be independent for the purposes of Rule 704(7) of the Catalist Rules.

(ii) Mr Goh Boon Kok will, upon re-election as Director of the Company, remain as the Chairman of the Nominating Committee and a member of the Audit Committee and Remuneration Committee. The Board considers Mr Goh Boon Kok to be independent for the purposes of Rule 704(7) of the Catalist Rules.

(iii) Ordinary Resolution 8, if passed, will empower the Directors from the date of this Annual General Meeting until the date of the next Annual General Meeting, to allot and issue shares and convertible securities in the Company up to an amount not exceeding one hundred percent (100%) of the total number of issued shares (excluding treasury shares), of which the total number of shares issued other than on a pro rata basis to existing shareholders of the Company, shall not exceed fi fty percent (50%) of the total number of issued shares (excluding treasury shares). This authority will, unless previously revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.

Notes:

1. A member of the Company shall not be entitled to appoint more than two proxies to attend and vote at the Annual General Meeting on his behalf. A member of the Company which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.

2. The instrument appointing a proxy or proxies shall, in the case of an individual, be signed by the appointor or his attorney, and in case of a

corporation, shall be either under the common seal or signed by its attorney or an authorised offi cer on behalf of the corporation.

3. The instrument appointing a proxy or proxies, duly executed, must be deposited at the registered offi ce of the Company at 86 International Road, Singapore 629176 not less than 48 hours before the time appointed for the holding of the Annual General Meeting.

IMPORTANT FOR CPF INVESTORS ONLY:

1. This Annual Report is forwarded to you at the request of your CPF Approved Nominees and is sent SOLELY FOR INFORMATION ONLY.2. This Proxy Form is therefore not valid for use by CPF investors and shall not be effective for all intents and purposes if used or purported to be used by them.3. CPF Investors who wish to attend the Annual General Meeting as OBSERVERS have to submit their requests through their respective CPF Approved Nominees

so that their CPF Approved Nominees may register with the Company Secretary of GDS Global Limited.

GDS GLOBAL LIMITED(Incorporated in the Republic of Singapore)Company Registration No: 201217895H

PROXY FORM

I/We NRIC/Passport/Co. Registration No.

of

being a member/members of GDS GLOBAL LIMITED hereby appoint

Name Address NRIC/Passport No. Proportion of Shareholdings

(%)

and/or (delete as appropriate)

Name Address NRIC/Passport No. Proportion of Shareholdings

(%)

or failing the person, or either or both of the persons, referred to above, the Chairman of the Meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting (the “AGM”) of the Company to be held at 86 International Road,

Singapore 629176 on Friday, 24 January 2014 at 10.00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolutions proposed at the AGM as indicated hereunder. If no specifi c direction as to voting is given or in the event of any other matter arising at the AGM and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at his/her discretion. The authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.

(Please indicate your vote “For” or “Against” with a tick [] within the box provided.)

No. Resolutions Relating To: For Against

AS ORDINARY BUSINESS

1 Report of the Directors and Audited Financial Statements for the fi nancial year ended 30 September 2013

2 Declaration of First and Final Dividend

3 Approval of Directors’ fees for the fi nancial year ended 30 September 2013

4 Approval of Directors’ fees for the fi nancial year ending 30 September 2014

5 Re-election of Mr Wu Chiaw Ching as a Director

6 Re-appointment of Mr Goh Boon Kok as a Director

7 Re-appointment of Deloitte & Touche LLP as Auditors

AS SPECIAL BUSINESS

8 Authority to issue new shares

Dated this day of 2013

Signature(s) of Member(s) orCommon Seal of Corporate Member

IMPORTANT

PLEASE READ NOTES OVERLEAF

Total Number of Shares Held

Notes:

1 Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defi ned in Section 130A of the Singapore Companies Act, Chapter 50), you should insert that number of shares. If you have shares registered in your name in the Register of Members of the Company, you should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members, you should insert the aggregate number of shares. If no number is inserted, this instrument appointing a proxy or proxies shall be deemed to relate to all the shares held by you.

2 A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company.

3 The instrument appointing a proxy or proxies must be deposited at the Company’s registered offi ce, 86 International Road, Singapore 629176 not less than 48 hours before the time set for holding the AGM.

4 Where a member appoints more than one proxy, the proportion of his/her shareholding to be represented by each proxy shall be specifi ed. If no proportion is specifi ed, the Company shall be entitled to treat the fi rst named proxy as representing the entire number of shares entered against his/her name in the Depository Register and any second named proxy as an alternate to the fi rst named or at the Company’s option to treat the instrument appointing a proxy or proxies as invalid.

5 The instrument appointing a proxy or proxies shall be in writing and signed by the appointor or his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the corporation.

6 Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney or other authority or a notarially certifi ed copy thereof shall be deposited at the Company’s registered offi ce at 86 International Road, Singapore 629176 not less than 48 hours before the time for holding the AGM or adjourned meeting. Otherwise, the person so named in the instrument appointing a proxy or proxies shall not be entitled to vote in respect thereof.

7 A corporation which is a member may by resolution of its directors or other governing body authorise any person to act as its representative at the AGM.

8 The Company shall be entitled to reject this instrument appointing a proxy or proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specifi ed in this instrument appointing a proxy or proxies. In addition, in the case of members whose shares are entered in the Depository Register, the Company may reject an instrument appointing a proxy or proxies lodged if the member, being the appointer, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time set for holding the AGM, as certifi ed by The Central Depository (Pte) Limited to the Company.

GDS Global Limited86 International Road

Singapore 629176Tel: (65) 6266 6668Fax: (65) 6266 6866

www.gdsglobal.com.sg

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