Announcement PDF BPH Global Limited ACN 009 104 330 2024 ANNUAL REPORT For the year ended 30 June 2024 BPH Global Limited ACN 009 104 330 DIRECTORS’ REPORT The Directors present their report, together with the financial statements, of BPH Global Limited (“the Company” or “BP8”) and the entities it controlled (together referred to as “the Group”) for the year ended 30 June 2024. Directors The following persons were Directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated: Yanhua Huang (resigned 19 September 2022, re-appointed 6 July 2023) Mr Huang is a seasoned businessman and management consultant with almost 20 years of experience, accumulated from working in management consulting firm Accenture and audit firm KPMG, and also from managing companies in the construction, manufacturing and trading industries. Mr Huang graduated from Lancaster University with a Bachelor degree and from the London School of Economics with a Master’s degree. Interests in shares: Interests in options: 20,789,474 ordinary shares 5,000,000 Options exp 07/07/2027 exercisable at $0.05 Other directorships in past 3 years: None. Paul Stephenson Mr Paul Stephenson was a partner in the Sydney Office of HWL Ebsworth Lawyers (HWLE) for thirteen years before retiring from the partnership in 2017. Mr Stephenson remains a consultant with HWLE. Mr Stephenson specialises in public and private equity fundraising, initial public offerings, backdoor listings and reverse mergers (both in Australia and the United States), and mergers and acquisitions involving both private and listed companies. Mr Stephenson has experience in a large number of industry sectors including resources, oil and gas, retailing, financial markets, and cannabis. Mr Stephenson has acted on many cross-border transactions and has expertise in equity capital markets and M&A transactions involving the USA, UK, China, Indonesia, Singapore, Malaysia, Hong Kong and Israel. Interests in shares: Interests in options: 11,329,172 ordinary shares 1,000,000 Options exp 28/02/2027 exercisable at $0.085 833,333 Options exp 07/07/2027 exercisable at $0.05 9,333,334 Options exp 11/12/2026 exercisable at $0.02 Other directorships in past 3 years: None. 1 BPH Global Limited ACN 009 104 330 Francesco Cannavo Mr Cannavo is an experienced public company director with significant business and investment experience working with companies operating across various industry sectors. Mr Cannavo is the founder of Golden Venture Capital, a corporate advisory firm based out of Melbourne, Australia. He has been instrumental in assisting many listed and unlisted companies achieve their growth potential by providing strategic advice on raising investment capital and completing strategic acquisitions. He is an entrepreneur with a strong network of investors and industry contacts in the public company sector in Australia and throughout the Asia-Pacific region. He has extensive experience in capital raisings, investment activities and IPOs. Interests in shares: Interests in options: 10,498,940 ordinary shares 1,000,000 Options exp 28/02/2027 exercisable at $0.1 833,334 Options exp 07/07/2027 exercisable at $0.05 9,333,334 Options exp 11/12/2026 exercisable at $0.02 Other directorships in past 3 years: Golden Mile Resources Ltd (ASX:G88) Lightning Minerals Ltd (ASX: L1M) Western Mines Group Ltd (ASX: WMG) I-Global Holdings Limited (NSX : IGH) Resigned October 2022 IBP Petroleum Limited (ASX: IPB) Resigned June 2024 Lifespot Health (ASX:LSH) Resigned July 2021 Matthew Leonard Mr Leonard is an accomplished and internationally proven business development professional. With over 12 years of outstanding record of achievement in demanding, complex and highly competitive markets. He possesses expertise across advertising, marketing and media event management sectors, with recent focus on linking opportunities with high net worth individuals throughout Asia. Mr Leonard is also a member of Golden Venture Capital which provides corporate advisory and consultancy services. In this role, Mr Leonard has assisted a number of companies to raise capital throughout Asia and Australia. Interests in shares: Interests in options: 6,166,667 1,000,000 Options exp 28/02/2027 exercisable at $0.1 833,334 Options exp 07/07/2027 exercisable at $0.05 5,333,334 Options exp 11/12/2026 exercisable at $0.02 Other directorships in past 3 years: Agri Skylight Ltd (NSX: AGS) GO-DX Ltd (NSX: GD8) Philip Huanqing Gu (resigned 28 November 2023) Company Secretaries Justyn Stedwell (appointed 10 April 2024) Mr Stedwell has over 17 years’s experience as Company Secretary of ASX listed companies and has also served as Non-Executive Director on several ASX listed company boards. He holds a Bachelor of Commerce from Monash University, a Graduate Diploma of Accounting from Deakin University and a Graduate Diploma in Applied Corporate Governance from the Governance Institute of Australia. Elizabeth Spooner (Joint Company Secretary) (resigned 18 January 2024) Shelby Coleman (Joint Company Secretary) (appointed 18 January 2024, resigned 10 April 2024) Belinda Cleminson (Joint Company Secretary) (resigned 10 April 2024) 2 BPH Global Limited ACN 009 104 330 Principle activities BPH Global Limited is a plant-focused biotechnology company with focus on producing foods, health and cosmetic products which deliver Traditional Chinese Medicine (TCM)-based health outcomes. It focuses on the research & development, production and commercialisation of TCM products, including raw bird’s nest and processed bird’s nest products, raw seaweeds and sea plants as sustainable plant-based protein foods and nutraceutical and pharmaceutical ingredients extracted from seaweeds and sea plants for utilisation in the food, nutrition, healthcare, health supplements, cosmetics and personal care industries. The Company’s current product focus is on: • raw bird’s nests; • higher-end processed bird’s nest products; and • Sea Grapes (Caulerpa Lentillifera) and seaweeds. The Company's key markets are identified as China, Singapore, Australia and Southeast Asia. Review of Operations Following on from the 2023 Financial Year, the Company took additional steps during the financial year ending 30 June 2024 (FY24) to restructure and expand its operations including: • further restructuring of the Board with Michael (Yanhua) Huang re-joining the Board to drive the Company’s China based business activities; • ongoing conduct of a rigorous assessment of the Company’s business operations, employees’ competencies, organisational culture, and financial position; and • the continued implementation of a variety of cost-saving measures. The savings realised through these efforts are reinvested in key operational areas of the Company’s business. This focused approach to cost reduction and strategic capital utilisation has and will yield tangible results for the Company and will remain a focus of the Company’s Board. Operational decisions as outcomes of this business review process in FY24 include: • completion of the acquisition of Foshan Gedishi Biotechnology Co Ltd (Foshan Gedishi), the China-based company that conducts the sales of raw bird’s nests and bird’s nest products in China via China Tobacco in the Guangzhou region, and social media influencers on Douyin, the Chinese version of TikTok; • execution of a renewed sales agreement with China Tobacco for the sale of the Company’s bird’s nest products in China Tobacco stores in the Guangzhou region; • execution of a framework supply agreement with China-based company Guangzhou Xiao Li Pin Biotechnology Co Ltd for the supply of bird’s nest products to Foshan Gedishi for on-sale into the Chinese market; • ongoing engagement of Gaia Mariculture Pte Ltd to manage the Company’s research and development program; • sale of the Company’s floating platform in the East Johor Strait; and • termination of the lease for the R&D facility at the Singapore Marine Aquaculture Centre on St John’s Island. The Group recorded revenue from continuing operations of $109,965 (FY2023: $339) and a net loss of $2,163,076 (FY2023: net loss $3,626,728) from continuing operations. The increase in revenue is due to the sales of bird’s nest products in China. while the decrease in losses is mainly from decrease in staff cost and impairment expenses. At year end, the Group has a cash balance of $133,619 (FY2023: $510,217). During the 2024 financial year, the Company raised approximately $691,600 of cash (after costs) via shares and convertible notes placements. 3 BPH Global Limited ACN 009 104 330 Significant changes in the state of affairs The following significant changes in the state of affairs of the Group during 2024 financial year: • China-based bird’s nest business: o Acquisition of Foshan Gedishi Biotechnology Co Ltd: The Company completed the acquisition of Foshan Gedishi in December 2023. Foshan Gedishi is now a wholly owned subsidiary of the Company. Foshan Gedishi is the China-based company that conducts the sales of raw bird’s nests and bird’s nest products in China via China Tobacco in the Guangzhou region, and social media influencers on Douyin, the Chinese version of TikTok. o China Tobacco: Following the Company’s acquisition of Foshan Gedishi in the December quarter, the Company announced in February 2024 the renewal of the two (2) sales and distribution agreements from 2023 between the Company’s now wholly owned subsidiary Foshan and two (2) wholly owned subsidiaries of China Tobacco based in Guangzhou City in the Province of Guangdong. The two wholly owned subsidiaries are Guangzhou Gold Leaves Franchise Co Ltd (Golden Leaves) and Guangzhou City Twenty Sticks Commercial Franchise Co Ltd (Twenty Sticks). o Guangzhou Xiao Li Pin Biotechnology Co Ltd: After the renewal of the China Tobacco agreement, the Company focused on securing new bird’s nest products supply arrangements. In June 2024 the Company entered into a framework supply agreement with China-based company Guangzhou Xiao Li Pin Biotechnology Co Ltd for the supply of bird’s nest products to Foshan Gedishi for on-sale into the Chinese market (Guangzhou Xiao Li Pin Supply Agreement). The Guangzhou Xiao Li Pin Supply Agreement is a single-supplier framework agreement, pursuant to which Foshan Gedishi places orders for a variety of bird’s nest products as and when Foshan Gedishi requires on terms set out in the supply agreement and as otherwise varied by the agreed terms of a purchase order. • Seaweed activities: o Singapore activities: BP8 has developed cultivation methods and nutraceutical extraction technologies to extract proteins, polysaccharides and bioactive ingredients from seaweed for infusion into topical creams and foods for TCM – based health outcomes. The Company continues to work with Gaia Mariculture Pte Ltd to manage the Company’s research and development program. o Intellectual Property and Assets: The Company owns various proprietary biotechnology, including macroalgae seed bank, macroalgae proprietary precision cultivation system and key downstream extraction technologies. The Company is constantly seeking opportunities to create operational opportunities to commercialise its intellectual property. o Battery manufacturing and energy industries: In March 2024 the Company announced that it was expanding its R&D program to include R&D into the extraction of individual macro minerals and micro minerals from seaweed and sea plant biomass, to enable the sale of those macro and micro minerals to the commodities markets, and to industry specific markets such as the battery industry, and thereby create additional revenue streams for the Company. The Company considered both pyrolytic and non-pyrolytic/low heat extractive strategies to determine the highest yield of targeted essential minerals and chemical compounds out of selected seaweed species. In June, the Company reported on its review and refinement of its R&D program. In doing so, the Company considered factors such as environmental impacts and benefits; development costs; prospects of achieving proof of concept; and the likelihood of successful commercialisation. The Company announced that it has decided to focus its R&D on the non-pyrolytic/low heat process of fermentation (Anaerobic Digestion) as its preferred extractive strategy. The process of fermentation produces an intermediate liquid product from which essential minerals (and nutraceuticals) can be extracted. o Bio-fuel: The Company also reported that a by-product of the fermentation process is the production of biogases, principally biohydrogen and biomethane. Consequently, the Company has decided it will expand the focus its energy related R&D program to include the production and extraction of biohydrogen/biogases in addition to the extraction of minerals and chemicals. Other than the matters mentioned or otherwise announced to the ASX, no other significant changes in the Group’s state of affairs occurred during the financial year. 4 BPH Global Limited ACN 009 104 330 Events subsequent to the end of the reporting date Refer to Note 24 to the Financial Statements. Future development, prospects and business strategies The Group’s future development, prospects and business strategies are addressed in the “Significant changes in state of affairs” section above. Environmental issues The Group is not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia, Singapore and China. Dividends paid, recommended or declared No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. 5 BPH Global Limited ACN 009 104 330 Options The terms and conditions of each grant of options affecting the current or a future reporting period are as follows: Options Number Options to Directors, exercisable at $0.05 per option, expiring on 05 Dec 2028 (BP8OPT) 1,020,000 Options to Directors, exercisable at $0.05 per option, expiring on 16 Dec 2024 (BP8OPT01) 100,000 Options to Directors, exercisable at $0.05 per option, expiring on 18 Dec 2025 (BP8OPT02) 1,000,000 Options to Director, exercisable at $0.25 per option, expiring on 01 Nov 2027 (BP8OPT05) 5,000,000 Options to Director, exercisable at $0.1 per option, expiring on 28 Feb 2027 (BP8OPT08) 1,000,000 Options to Director, exercisable at $0.085 per option, expiring on 28 Feb 2027 (BP8OPT09) 1,000,000 Options to consultant, exercisable at $0.125 per option, expiring on 28 Feb 2025 (BP8OPT10) 3,000,000 Options to consultant, exercisable at $0.25 per option, expiring on 28 Feb 2025 (BP8OPT11) 1,500,000 Options to consultant, exercisable at $0.375 per option, expiring on 28 Feb 2025 (BP8OPT12) 500,000 Options to Directors, exercisable at $0.05 per option, expiring on 28 Feb 2027 (BP8OPT13) 100,000 Options to placement investors and manager, exercisable at $0.009 per option, expiring on 01 Sep 2025 (BP8OPT14) 5,533,338 Listed options to placement investors and manager, exercisable at $0.05 per option, expiring on 07 Jul 2027 (BP8O) 44,166,876 Options to placement investors and manager, exercisable at $0.02 per option, expiring on 11 Dec 2026 (BP8OPT15) 121,694,054 TOTAL 185,614,268 No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate. No shares were issued on them being exercised during the year. Meetings of Directors The number of Director Meetings held during the year, and the number of meetings attended by each Director is as follows: Directors’ Name Board Meetings Number of meetings the Director was eligible to attend Number of meetings the Director attended Philip Huanqing Gu (resigned 28/11/2023) 0 0 Yanhua Huang (resigned 19/9/2022, reappointed 6/7/2023) 4 0 Paul Stephenson 4 4 Francesco Cannavo 4 4 Matthew Leonard 4 4 6 BPH Global Limited ACN 009 104 330 Indemnifying Directors, officers or auditor During the year, the Company paid a premium to insure officers of the Group. The officers covered by the insurance policy include all Directors. The Contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Company. The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify any current or former officer or auditor of the Group against a liability incurred as such by an officer or auditor. Proceedings on behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. 7 BPH Global Limited ACN 009 104 330 Remuneration Report (Audited) This report outlines the remuneration arrangements in place for Directors and key management personnel of BPH Global Limited and its controlled entities. Principles of compensation The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and senior executives. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Remuneration of Directors and executives is referred to as compensation as defined in AASB 124. Compensation levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced Directors and executives. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account: · the capability and experience of the key management personnel; · the key management personnel’s ability to control the relevant segments’ performance; · the Group’s performance including: o the Group’s earnings; o the growth in share price and delivering constant returns on shareholder wealth; and o The amount of incentives within each key management person’s compensation. Compensation packages include a mix of fixed and variable compensation and short- and long-term performancebased incentives. In addition to their salaries, the Group also provides non-cash benefits to its key management personnel, and contributes to post-employment superannuation plans on their behalf. Fixed remuneration Fixed compensation consists of base compensation (which is calculated on a total cost basis) to the Group, as well as employer contributions to superannuation funds. Compensation levels are reviewed annually through a process that considers individual, segment and overall performance of the Group. Performance-linked remuneration Performance-linked compensation includes both short-term and long-term incentives and is designed to reward key management personnel for meeting or exceeding their financial and personal objectives. The short-term incentive (STI) is an “at risk” bonus provided in the form of cash, while the long-term incentive (LTI) is provided as options over ordinary shares of the Group under the rules of the Employee Share Option Plan. 8 BPH Global Limited ACN 009 104 330 Long-term incentive Options may be issued under the Employee Share Option Plan and it provides for key management personnel to receive options over ordinary shares for no consideration. The ability to exercise the options may be conditional on the Group achieving certain performance hurdles. The performance hurdles comprise the Group reaching and exceeding its budgeted profit forecast. Short-term incentive bonus Financial and non-financial objectives are used to determine key management personnel performance. No use was made of remuneration consultant during the year. Directors’ and key managements’ remuneration Details of the nature and amount of each element of the remuneration of each Director and key management of the Group as at 30 June 2024 and 30 June 2023 are shown in the tables below: 2024 Group Remuneration Short Term Employee Benefits NonCash Salary Monetary & Fees Benefits ($) ($) Directors PostEmployment Benefits: Superannuati on ($) Other Terminat Cash bonus short-Term ion Benefits Benefits Annual Leaves ($) ($) ($) Share-Based Payments ($) Total ($) Performance Based pay as a Percentage of Remuneration 122,457 - 7,315 9,100 - - - 138,872 0% 120,000 - - - - - - 120,000 0% Paul Stephenson2 120,000 - 3,465 - - - - 123,465 0% Francesco Cannavo3 120,000 - 6,215 9,100 - - - 135,315 0% TOTAL 482,457 - 16,995 18,200 - - - 517,652 Matthew Leonard1,4 Yanhua Huang 6 9 BPH Global Limited ACN 009 104 330 2023 Group Remuneration Directors Short Term Employee Benefits NonCash Salary Monetary & Fees Benefits ($) ($) PostEmployment Benefits: Superannuati on ($) Other Terminat Cash bonus short-Term ion Benefits Benefits Annual Leaves ($) ($) ($) Matthew Leonard1,4 110,000 - 3,150 2,275 - Philip Huanqing Gu8 123,200 - 9,895 15,577 Chow-Yee Koh5 140,000 - 5,250 6 15,000 - 9,000 Share-Based Payments Performance Based pay as a Percentage of Remuneration ($) Total ($) - - 115,425 0% - - - 148,672 0% 30,560 - - - 175,810 0% - - - - - 15,000 0% - - - - - - 9,000 0% 178,500 - 2,363 - - - - 180,863 0% Paul Rosen7 54,000 - - - - - 262,319 316,319 83% Francesco Cannavo3 186,000 - 315 2,275 - - - 188,590 0% TOTAL 815,700 - 20,973 50,687 - - 262,319 1,149,679 Yanhua Huang Qi Lu 6 Paul Stephenson 2 1 Matthew Leonard was appointed as Director on 30 March 2023. Included in the cash salary and fees are professional fees of $Nil (2023: $135,000) paid to Director related companies. 3 Included in the cash salary and fees are professional fees of $Nil (2023: $135,000) paid to Director related companies. 4 Included in the cash salary and fees are professional fees of $Nil (2023: 80,000) paid to Director related companies. 5 Chow Yee Koh resigned as Director on 31 March 2023. 6 Yanhua Huang and Qi Lu have as Directors resigned on 19 September 2022. Yanhua Huang was reappointed on 6 July 2023 7 Paul Rosen resigned as Director on 12 May 2023. 8 Philip Huanqing Gu resigned as Director on 28 November 2023. 2 10 BPH Global Limited ACN 009 104 330 Service agreements Remuneration and other terms of employment for the Directors and other Key Management Personnel are formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out below: Director Base Salary/Fees Terms of agreement Notice Period Francesco Cannavo AUD120,000 * 4 months Matthew Leonard AUD120,000 * 4 months Yanhua Huang AUD120,000 * None Paul Stephenson AUD120,000 * None Executive Directors Non-executive Directors *Each Director other than the Managing Director, must not hold office (without re-election) past the third annual general meeting of the Company following the Director's appointment or three years following that Director's last election or appointment (whichever is the longer). However, a Director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual general meeting a minimum of one Director or one third of the total number of Directors must resign. A Director who retires at an annual general meeting is eligible for re-election at that meeting. Voting and comments made at the company's 2023 Annual General Meeting ('AGM') At the 2023 AGM, 96.93% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2023. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Directors’ shareholdings and option holding The table below shows the holdings of each Director in number and percentage as at 30 June 2024. Shareholding Director Balance at start of the year or at date of appointment Net changes during the year Balance at end of the year Yanhua Huang 78,947,368 (58,157,894)* 20,789,474 Paul Stephenson 5,812,528 5,516,644* 11,329,172 Francesco Cannavo 1,661,366 8,837,574* 10,498,940 6,166,667* 6,166,667 Matthew Leonard Philip Huanqing Gu Option holding Director 108,500,000 (108,500,000) Balance at start of the year or at date of appointment Net changes during the year Balance at end of the year (vested and exercisable) 5,000,000* 5,000,000 Yanhua Huang - - Paul Stephenson 5,000,000 6,166,668* 11,166,668 Francesco Cannavo 5,000,000 6,166,668* 11,166,668 7,166,668* 7,166,668 Matthew Leonard - Philip Huanqing Gu - - * Includes consolidation of shares and option 11 - BPH Global Limited ACN 009 104 330 Share based remuneration No options of the Company were issued to Directors as remuneration during the year ended 30 June 2024. Additional information The losses of the group for the five years to 30 June 2024 are summarised below: 2024 2023 2022 2021 2020 Revenue 109,965 339 494,005 8,495,417 730,356 EBITDA (2,815,835) (4,592,402) (2,818,084) (2,163,597) (1,445,817) EBIT (2,815,835) (4,611,894) (2,945,052) (2,536,512) (1,464,312) Loss after income tax (2,836,246) (4,611,894) (2,945,052) (2,536,512) (1,464,312) The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: Share price at financial year end (A$) Total dividend declared (cents per share) Basic earnings per share attributable to owner (cents per share) 2024 2023 2022 2021 2020 0.003 0.015 -* 0.08 0.013 - - - - - (0.17) (2.07) (0.35)^ (0.36)^ (0.22)^ * Shares under suspension ^ Unadjusted for the impact of the share consolidation which took place in FY 2024. End of the audited remuneration report 12 BPH Global Limited ACN 009 104 330 Non-Audit Services During the year HLB Mann Judd, in addition to their statutory audit duties, provided taxation services to BPH Global Limited. Fees of $3,500 (2023: $3,500) were paid for the provision of taxation services by an Australian based HLB Mann Judd network firm. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services do not compromise the auditor’s independence as all non-audit services have been reviewed to ensure that they do not impact the integrity and objectivity of the auditor and none of the services undermine the general principles relating to auditor independence as set out in APES110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board. Auditor’s Independence Declaration The lead auditor’s independence declaration for the year ended 30 June 2024 has been received and can be found on page 14 of the Annual Report. This Report of the Directors, incorporating the audited Remuneration Report, is signed in accordance with a resolution of the Board of Directors. Signed by _____________________ Matthew Leonard Director Dated: 30 September 2024 13 Auditor’s independence declaration As lead auditor for the audit of the consolidated financial report of BPH Global Limited and its controlled entities for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (b) any applicable code of professional conduct in relation to the audit. This declaration is in relation to BPH Global Limited and the entities it controlled during the year. HLB Mann Judd Chartered Accountants Melbourne 30 September 2024 hlb.com.au HLB Mann Judd (VIC) Partnership ABN 20 696 861 713 Level 9, 550Bourke Street, Melbourne VIC 3000 | GPO Box 2850, Melbourne VIC 3001 T: +61 (0) 3 9606 3888 F: +61 (0) 3 9606 3800 E: mailbox@hlbvic.com.au Liability limited by a scheme approved under Professional Standards Legislation. HLB Mann Judd (VIC) Partnership is a member of HLB International, the global advisory and accounting network Jude Lau Partner BPH Global Limited ACN 009 104 330 CORPORATE GOVERNANCE STATEMENT The board of Directors is responsible for the corporate governance of BPH Global Limited (“the Company). The board of Directors has established a corporate governance framework which follows the recommendations as set out in the ASX Corporate Governance Council‘s Principles and Recommendations 4th edition (“Principles and Recommendations”). The Company has followed each recommendation where the board has considered the recommendation to be the appropriate benchmark for the Company’s corporate governance practises. Where the Company’s corporate governance practises foll