ASIAN CENTRE FOR LIVER DISEASES AND · PDF fileASIAN CENTRE FOR LIVER DISEASES AND...

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LTD (formerly known as Costarella Design Ltd) ABN 42 091 559 125 ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009 For personal use only

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LTD

(formerly known as Costarella Design Ltd)

ABN 42 091 559 125

A N N U A L F I N A N C I A L S T A T E M E N T S

F O R T H E Y E A R E N D E D 3 0 J U N E 2 0 0 9

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

CONTENTS PAGE NO CORPORATE DIRECTORY 3 DIRECTORS' REPORT 4 INCOME STATEMENT 15 BALANCE SHEET 16 STATEMENT OF CHANGES IN EQUITY 17 CASH FLOW STATEMENT 19 NOTES TO THE FINANCIAL STATEMENTS 20 DIRECTORS' DECLARATION 46 AUDITOR'S INDEPENDENCE DECLARATION 47

INDEPENDENT AUDIT REPORT 48

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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CORPORATE DIRECTORY HEAD COMPANY: Asian Centre for Liver Diseases and Transplantation Limited (formerly known as Costarella Design Limited) DIRECTORS: Dato Dr. K.C. Tan - Executive Chairman (appointed 14 August 2009) Ms. Pamela Jenkins - Executive Director (appointed 14 August 2009) Mr. Heng Boo Fong - Non-Executive Independent Director (appointed 14 August 2009) Mr. Kee Tang – Non- Executive Independent Director (appointed 14 August 2009) Mr. Ravindran Govindan (resigned 17 August 2009) Mr. Aurelio Costarella (resigned 17 August 2009) Mr. Sam Di Giacomo (resigned 17 August 2009) Mr. Richard Chan (resigned 17 August 2009) COMPANY SECRETARY: Mr. Kee Tang (appointed 26 February 2009) Mr. Peter Caughey (resigned 26 February 2009) REGISTERED AND Level 1, 181 Malop Street PRINCIPAL OFFICE: Geelong, Victoria 3220 TELEPHONE: 03 5215 1001 FACSIMILE: 03 5222 7066 SHARE REGISTER: Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace Perth WA 6000 Freecall No: 1300 557 010 International Call: +61 8 9323 2000 Facsimile: +61 8 9323 2033 BANKERS: Commonwealth Bank of Australia Level 4 150 St George's Terrace Perth WA 6000

AUDITORS: Stantons International Level 1 1 Havelock Street West Perth WA 6005 SOLICITORS: Steinerpreis Paganin Level 4 16 Milligan Street Perth WA 6000 SECURITIES EXCHANGE: Australian Securities Exchange Limited Code: AJJ (former code: CLD)

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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DIRECTORS’ REPORT

The Directors of Asian Centre for Liver Diseases and Transplantation Limited present the annual financial statements of the Consolidated Entity consisting of Costarella Design Limited (“the Company”) and the entities it controlled during the year ended 30 June 2009 (“Group”). In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: Directors The names of the Directors in office during or since the end of the previous financial year were: Directors currently in office Dato Dr. K.C. Tan (appointed 14 August 2009) Ms. Pamela Jenkins (appointed 14 August 2009) Mr. Heng Boo Fong (appointed 14 August 2009) Mr. Kee Tang (appointed 14 August 2009) Directors no longer in office Ravindran Govindan (resigned 17 August 2009) Aurelio Costarella (resigned 17 August 2009) Sam Di Giacomo (resigned 17 August 2009) Richard Chan (resigned 17 August 2009) Details of current Directors are as follows:

Executive Chairman

Dato Dr. K.C. Tan Dr. K .C. Tan graduated from the Medical Faculty, University of Malaya in 1978, obtaining his Fellowship of the Royal College of Surgeons of Edinburgh in 1982. From 1984 to 1985, Dr. Tan obtained advanced training in paediatric surgery in Manchester and Southampton, United Kingdom. He obtained further training in pediatric hepatobiliary surgery and liver transplant surgery in King’s College Hospital, London from 1986 to 1994. Among the 400 liver transplant operations he performed in the UK, many were procedures that were performed for the first time in the UK. He pioneered the first ‘split-liver’ transplant operation where a donor graft was divided and transplanted into two recipients. He also performed the first auxiliary heterotopic liver graft for a patient with fulminant hepatic failure. A pair of siblings with Crigler-Najjar syndrome was successfully given orthotopic segmental grafts, the first such operation in Europe and the second time it had been performed in the world. He performed 5 combined liver-kidney and 2 heart-liver transplant operations, the latter a collaborative effort with Professor Sir Magdi Yacoub of Harefield Hospital, London. Although the Liver Transplant Programme in KCH was largely adult based, he performed over 75 paediatric liver transplants, 45% of which were liver reductions from an adult liver. He successfully completed the first pilot study on paediatric living donor liver transplantation (LDLT) in the UK. During his tenure as the Senior Liver Transplant Surgeon at Kings College Hospital, Dr. Tan trained many surgeons in hepatobiliary and liver transplant surgery; he advised and helped implement the Irish National Liver Transplant Programme in St. Vincent’s Hospital, Dublin. Dr. Tan returned to South East Asia in 1994 after six years as Consultant Surgeon in Kings College Hospital to set up the Asian Centre for Liver Diseases and Transplantation (ACL) in Singapore. In 1995, Dr. Tan established a living donor liver transplant program in Malaysia where to-date, more than 50 transplants have been performed. In 1996, Dr. Tan was appointed Director of the Liver Transplant Program, National University Hospital, Singapore. Dr. Tan performed many transplants, both adult and paediatric, in the National University Hospital before resigning in March 2002. Dr. Tan has published and lectured extensively on the subjects of hepatobiliary and liver transplantation surgery. He co-edited The Practice of Liver Transplantation (1995), a textbook covering all aspects of liver transplantation and in particular organisation of a liver transplant department, selection and preoperative management of transplant candidates, anaesthesia and surgical techniques, post-transplant care as well as long term outcomes.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Executive Director

Ms. Pamela Jenkins Ms. Jenkins graduated from the University of East London with a Bachelor of Science (Hons.) in 1994. Ms Jenkins obtained a Master of Business Administration from Kingston University, London, in 1994. Ms. Jenkins has significant experience in the industry, almost 15 years of which have been with the ACL. She was appointed in 1994 as director of ACL and managing director in 1997. Ms. Jenkins is currently responsible for the day management of ACL. Ms. Jenkins began her career with King’s College Hospital, London in 1984 and gained significant operating theatre and nursing experience in neuro, cardiothoracic, vascular, orthopaedic, and micro vascular, eye, plastic, paediatric, urology and renal transplantation, hepatobiliary and liver transplantation surgeries. Ms. Jenkins was promoted to the position of Clinical Nurse Specialist/Department Manager (Liver Transplant Surgical Service) in 1989 and was in charge of general management for operating theatre staff, trainee nurses, administration and financial control at King’s College Hospital. Non-Executive Independent Director

Mr. Heng Boo Fong Mr. Fong, graduated from the University of Singapore with a Bachelor of Accountancy (Hons.). Mr. Fong has over 30 years experience as a company director and manager. It is anticipated that this experience will assist with the ALC Group’s planned growth initiatives and will be advantageous to the Company. Non-Executive Independent Director and Company Secretary

Mr. Kee Tang Mr. Tang graduated from the University of Manitoba, Canada with a Bachelor of Commerce (Hons.). Mt. Tang has over 30 years experience in senior management positions in the financial and information technology industries. During the past 12 years he foundered several telecommunications companies which were eventually acquired by companies publicly listed on the Australian Securities Exchange. After each of these acquisitions he was retained to serve on the board and to continue in senior management positions. Directors no longer in office

Non-Executive Chairman (Resigned 17 August 2009)

Ravindran Govindan

Ravindran read law at the University of Singapore and practiced as an advocate and solicitor in the supreme court of Singapore. Throughout his career he diversified into various international business interests and has co-founded businesses in the retail, healthcare, IT, real estate and manufacturing sectors. He currently is Chairman of Magnus Energy Group Limited, an oil and gas company listed on the Singapore Stock Exchange. He was also recently the Chairman of Agenix Limited (ASX:AGX), an Australian listed biotech Group, for a period of 8 years. Ravindran also provides strategic advice on the Asia Pacific Region for Latona Associates Inc, a private investment and financial advisory firm based in New York. He was also Group President of Fisher Scientific Group of companies in the Pacific Region. Managing Director/Creative Director (Resigned 17 August 2009)

Aurelio Costarella Aurelio has a distinguished career in the fashion industry with over 24 years of experience in design and business management. Aurelio Costarella is the only Western Australian fashion label represented in prestigious international stores Curve (New York and LA), Jack Henry (LA), Gio Moretti and Lazzari (Italy). He represents Western Australia at the Fashion Group International conferences, is a casual lecturer at the Curtin University School of Art, a founding committee member of the Western Australian Fashion Industry Association and is the only Western Australian based designer to show regularly at New York Fashion Week. In 1994, 1995 and 2004 he was named WA Designer of The Year and was a finalist in the 2008 WA Citizen of the Year Awards in recognition to his contribution to the culture and light manufacturing industry of WA.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Non-Executive Director

Sam Di-Giacomo (B Bus, ACA, CPA, F.Fin) (Resigned 17 August 2009) Sam has been involved in numerous capital raisings at all stages from seed to IPO and ASX listings, and has been involved in a number of technology and distribution licensing deals. He has experience in international expansion including capital markets initiatives, Australian and international listings and capital raisings (NASDAQ and the LSE) and the capture of new intellectual property. He is a founder member of a number of Australian life science companies. Sam is an Associate Member of the Institute of Chartered Accountants in Australia (ACA) and Fellow of Financial Services Institute of Australasia (FFIN). He is a Fellow of the Australian Institute of Management and is a Certified Practicing Accountant (CPA). Non-Executive Director (Resigned 17 August 2009)

Richard Chan Richard graduated from Pepperdine University, USA in 1987 with a Bachelor of Science, majoring in Finance and Marketing. He is currently on the board of several public listed and private companies. Richard Chan

brings 11 years of corporate finance and private equity experience and 7 years of stock broking experience to the Company. He was recently the Managing Director of Singapore listed, Magnus Energy Group Ltd for a period of 7 years. During this period he was instrumental in transforming the company from a high debt and loss making construction entity, into a debt-free profitable oil and gas equipment supplies and crude oil production company, with a current market capitalisation of A$85 million.

Directorships of other listed companies

Directorships of other listed companies held by Directors in the 3 years immediately before the end of the financial year, or the date the Director resigned, are as follows:

Name Company Period of Directorship

Dato Dr. K.C. Tan No other directorships held Not applicable

Ms. Pamela Jenkins No other directorships held Not applicable

Mr. Heng Boo Fong No other directorships held Not applicable

Mr. Kee Tang Millepede International Limited Since 2008

Richard Chan Milliepede International Limited Since 2008

Ravindran Govindan

Medtech Global Limited

Holista CoallTech Limited

Since 2006

Since 2008

Sam Di-Giacomo

Apac Coal Limited

Millipede International Limited

Rokeby Biomed Limited

Since 2007

Since 2006

2006 - 2008

Principal Activities The principal activity of the Group as at the balance date had not changed from the previous financial year. The Group wholesales and retails high end fashion garments and accessories. There have been no significant changes in the nature of these activities during the year. The principal activity of the Group has changed subsequent to the balance date as a result of the acquisition of the Asian Centre for Liver Diseases and Transplantation Inc. and its wholly owned subsidiary and the disposal of the fashion branch of the business to Mr. Aurelio Costarella. After the restructure, the principal activity of the Group is the provision of specialised medical services (including the operations of day surgical centres) to cater for patients seeking treatment for all types of liver diseases and transplantation. Its objects include the carrying on a business of medical practitioners

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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providing specialist medical consultation and services in hematology practice and related fields, and to establish, carry on and maintain medical centres for the treatment of patients. Ancillary to this, the Company also imports into Singapore medical equipment and supplies. Employees 2009 2008

The number of full time equivalent people employed by the Group at balance date

15

15

Dividends No dividends have been declared, provided for or paid in respect of the financial year ended 30 June 2009. Review of Operations Overview

The Company was listed on the ASX in March 2007 and is focused on building its fashion brands in the global market place. The Aurelio Costarella brand is renowned for the superior quality of its products, paired with its artisan approach to design. The Company’s unique location in Perth allows it to access a wealth of resources from neighbouring South East Asia — particularly fabrics and premium hand beaded and embroidered materials from India and highest quality Chinese silks — which affords us both commercial and creative advantages. While the unique design journey relies on freedom of creativity and spontaneity, the Company has adopted a process-oriented approach to the promotion and marketing of its brand and aims to increase sales volumes as part of this process. Operating Review and Results

The expansion of the Company’s brands requires a strong strategic approach with a considerable investment. The Company has sourced high quality manufacturers in China and India as well continued the development of the skin, body and accessory lines. Brand expansion initiatives also focus on increasing awareness through celebrity endorsements and editorial coverage.

Financial Review Total consolidated revenue for the year was $1,091,985, up from $745,891 in the previous year. The consolidated loss after income tax for the year was $974,486 (2008: $1,612,046). At 30 June 2009 the Group had cash reserves of $1,600 (2008: $110,816). Significant Changes in the State of Affairs

The most significant change in the State of Affairs is the acquisition of all the issued shares in the Asian Centre for Liver Diseases and Transplantation Inc. and the sale of all of Aurelio Costarella Pty Ltd, Su Design Pty Ltd and Costarella Design Asia Pte Ltd, comprising the Company’s main undertaking, approved by the Company’s members in July 2009. For more details please refer to Note 26 to the financial statements as well as the ASX announcements.

Subsequent Events Details of subsequent events are set out in Note 26 to the financial statements.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Future Developments The Group currently treats on average approximately 7,000 patients a year based on current arrangement with the Gleneagles Hospital in Singapore. The Group plans to increase this capacity by negotiating new leases so that it may offer a larger number of beds, expand its surgeries and laboratory, recruit additional staff and provide training facilities. In the long term, the Group may consider expanding into other region in Asia by establishing satellite clinics or, alternatively, by establishing satellite clinics under joint venture or other similar arrangements. The Group considers that future capital raisings may be required to finance such ventures. In addition, the Group also plans to explore growth initiatives in respect of other areas of medical practice such as bone marrow examination and transplantation. Share Options As at the date of this report, there were 1,345,463 listed and 164,964 unlisted outstanding options over unissued ordinary shares in the Company. The listed options are exercisable at $3.33 on or before 30 September 2010. The unlisted options are exercisable at $1.17 on or before 11 June 2013. Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company. Directors’ Meetings

The following table sets out the number of meetings of the Company's Directors held during the financial year ended 30 June 2009 and the number of meetings attended by each Director.

Director Directors’ Meetings

Total Meetings Held

Meetings Held

Whilst in Office

Number of Meetings

Attended

Directors

Ravindran Govindan 7 7

Aurelio Costarella 7 7

Sam Di Giacomo 7 7

Richard Chan 7 7

Directors’ Shareholdings The following table sets out each Director’s relevant interest in shares and options in shares of the Company as at the date of this report, as well as the details of securities issued or granted to the Directors of the Company during and since the end of the financial year:

Director Interest in Securities at the date of this Report

Ordinary Shares Listed Options Unlisted Options

Dato Dr. K.C. Tan 102,298,250 - -

Pamela Jenkins 21,324,600 - -

Heng Boo Fong - - -

Kee Tang - - -

No remuneration options were granted to Directors during and since the end of the financial year.

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Remuneration Report (Audited) This report outlines the remuneration arrangements in place for Directors and Executives of the Company.

Director and Executive Details The Directors of the Group during the year were: Mr Ravindran Govindan Mr Aurelio Costarella Mr Sam Di Giacomo Mr. Richard Chan (appointed 30 July 2008) The Group Executives during the year were: Mr Antonio Costarella (General Manager) Mr Paul O’Connor (Public Relation and Sales Manager)

Remuneration Philosophy The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives. To this end, the Company embodies the following principles in its remuneration framework:

- Provide competitive rewards to attract high calibre Executives - Link Executive rewards to shareholder value - A portion of Executive remuneration may be put ‘at risk’, dependent on meeting pre-determined

performance benchmarks - Establish appropriate, demanding performance hurdles in relation to variable Executive

remuneration. Due to the early stage of development which the Company is in, Shareholder wealth is directly affected by the Company share price, as the Company is not in a position to pay dividends. By remunerating Directors and Executives in part by share based payments, the Company aims to align the interests of Directors and Executives with Shareholder wealth, thus providing individual incentive to perform and thereby improving overall Company performance and associated value.

Remuneration structure

In accordance with best practice corporate governance, the structure of Non-Executive Director and Senior Executive remuneration is separate and distinct.

Non-Executive Director Remuneration

Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors to the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Constitution and the ASX Listing Rules specify that the aggregate Directors' fees payable to Non-Executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the Directors as agreed. The latest determination was at the General Meeting held on 26 April 2007 when shareholders approved an aggregate Directors fees payable of $150,000 per year. The amount of aggregate Directors’ fees sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. The Board may consider advice from external consultants as well as the fees paid to Non-Executive Directors of comparable companies when undertaking the annual review process.

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The remuneration of Non-Executive Directors for the year ended 30 June 2009 is detailed in Table 1 on page 12 of this report.

Executive Remuneration

Objective The Company aims to reward Executives (both Directors and Company Executives) with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:

- Reward Executives for Company performance; - Align the interest of Executives with those of shareholders; - Link reward with the strategic goals and performance of the Company; and - Ensure total remuneration is competitive by market standards.

Structure Executive remuneration consists of both fixed and variable elements. Fixed Remuneration Objective The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually or upon renewal of fixed term contracts by the Remuneration Committee and the process consists of a review of Company and individual performance, relevant comparative remuneration in the market and internal policies and practices. Structure Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. The fixed remuneration for Executive Directors and other specified Executives is detailed in Tables 1 and 2 on page 12 and page 13 of this report. Variable Remuneration Objective The objective of variable remuneration provided is to reward Executives in a manner which aligns this element of remuneration with the creation of shareholder wealth. Structure Variable remuneration may be delivered in the form of options or cash bonus.

Employment Contracts

Aurelio Costarella The Company has an Executive services agreement with Aurelio Costarella pursuant to which Aurelio has agreed to serve the Company as Managing Director for a term of five years commencing 4 October 2007. Aurelio may extend the term for a period of three years by giving notice to the Company. The Company pays Aurelio a salary of $120,000 per year for his services (inclusive of superannuation) effective from 1 January 2008. The Company or the Executive may terminate the employment by giving 3 months written notice. The Company also provides Aurelio with a mobile telephone and motor vehicle. Aurelio’s key responsibilities include promoting and directing the performance, organisation and growth of the Company’s business. The agreement is otherwise on usual commercial terms.

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Paul O’Connor The Company has an employment agreement with Paul O’Connor pursuant to which Paul has agreed to serve the Company as Public Relations and Sales Manager for a term of two years commencing 2 October 2007. The Company or the Executive may terminate the employment by giving 3 months written notice. The Company will pay to Paul a salary of $70,000 per year (exclusive of superannuation). The Company also provides Paul with a mobile telephone. The agreement is otherwise on usual commercial terms. All other executives have rolling contracts.

The above contracts relate to Aurelio Costarella Pty Ltd and therefore form part of the disposal group sold to Mr. Aurelio Costarella subsequent to the balance date as disclosed in Note 26 to the financial statements.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

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Table 1: Director Remuneration for the year ended 30 June 2009

(i) Includes the movement in annual leave accrued. (ii) Represents the movement in long service leave accrued. (iii) The Directors have agreed to defer receipt of part of their fees/wages to assist in improving the cash position of the entity. Amounts deferred as at 30 June 2009 (included in the table above) comprise: Aurelio Costarella $25,184 and Sam Di Giacomo $3,369.

Short Term Post Employment Long Term Share-based Payments

Total Remuneration Consisting of Options for

Salary & Fees (i)

Bonus Non Monetary

Superannuation Long service leave (ii)

Options

The year

$ $ $ $ $ $ $

Ravindran Govindan

2009

-

-

-

-

-

-

-

-

2008 - - - - - - - - Aurelio Costarella (iii)

2009

117,110

-

-

9,908

2,124

-

129,142

-

2008 137,886 - 6,848 11,649 2,044 - 158,427 - Sam Di Giacomo (iii)

2009

30,599

-

-

2,450

-

-

33,049

-

2008 69,538 - 2,963 3,738 - - 76,239 - Richard Chan

2009

-

-

-

-

-

-

-

-

2008 - - - - - - - - Cathryn Curtin

2009

-

-

-

-

-

-

-

-

2008 28,000 - 1,226 2,492 - - 31,718 - Patti Chong

2009

-

-

-

-

-

-

-

-

2008

15,769 - 690 1,419 - - 17,878 -

Total 2009 147,709 - - 12,358 2,124 - 162,191 Total 2008 251,193 - 11,727 19,298 2,044 - 284,262

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(i) For the year ended 30 June 2009, the Company had only 2 people that met the definition of a Company Executive. (ii) Includes the movement in annual leave accrued. (iii)Represents the movement in long service leave accrued. (iv)The Executives have agreed to defer receipt of part of their fees/wages to assist in improving the cash position of the entity. Amounts deferred as at 30 June 2009 (included in the table above) comprise: Antonio Costarella $28,158 and Paul O’Connor $12,849.

Table 2: Remuneration of the 5(i) highest remunerated Executives of the Company and Group Executives of the Group for the year ended 30 June 2009 Short Term Post Employment Long Term Share-based

Payments Total Remuneration

Consisting of Options for

Salary & Fees (ii)

Bonus Non Monetary

Superannuation Long service leave (iii)

Options

the Year

$ $ $ $ $ $ $ Paul O’Connor (iv) 2009

71,731

-

-

5,140

-

-

76,871

-

2008 82,151 - 3,652 6,922 - 1,800 94,525 1.98% Antonio Costarella(iv) 2009

85,303

-

-

4,943

-

-

90,246

-

2008

- - 862 18,446 - 3,000 22,308 13.99%

Total 2009 157,034 - - 10,083 - - 167,117 Total 2008 82,151 - 4,514 25,368 - 4,800 116,833

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

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Remuneration Options No remuneration options were granted during the year ended 30 June 2009. No options were exercised during the year ended 30 June 2009. No options lapsed during the year ended 30 June 2009. Insurance of Officers and Auditors During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company secretary and all Executive officers of the Company and of any related body corporate against a liability incurred as such a Director, secretary or Executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits the disclosure of the nature of liability and the amount of the premium. The Company has also entered into deeds of access and indemnity with the Directors and the Company Secretary. The Company has not otherwise, during and since the end of the financial year, except to the extent permitted by law, agreed to indemnify an officer or auditor of the Company or any related body corporate against a liability incurred as such an officer or auditor. Non-Audit Services No non-audit services were provided by the auditor during the year ended 30 June 2009. Auditor’s Independence Declaration The auditor’s independence declaration is included on page 47 of the financial statements. This report is made in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001. For and on behalf of the Directors Kee Tang Non-Executive Director 30 September 2009

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

Page 15

INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2009

Consolidated Company

Note 2009 2008 2009 2008

$ $ $ $

Discontinued operations

Revenue

3(a)

1,091,985

745,891 474,429 702,341

Cost of sales 3(b) (664,492) (528,653) (450,719) (506,003)

Gross Profit 427,493 217,238 23,710 196,338 Other income 3(a) 188,380 155,129 47,330 149,125

Brand development expenses (430,303) (529,404) (262,930) (480,536) Corporate & administration expenses (679,005) (748,918) (704,350) (828,599)

Depreciation 3(b) (51,845) (58,081) (24,157) (56,516)

Finance costs (68,465) (5,477) (50,691) (5,477)

Staff costs (570,728) (642,533) (251,545) (583,305)

Loss before income tax expense (1,184,473) (1,612,046) (1,222,633) (1,608,970)

Income tax (expense)/benefit 4 209,987 - 209,987 -

Total loss attributable to members of the Group 16 (974,486) (1,612,046) (1,012,646) (1,608,970)

Basic loss per share (cents) 17 (1.85) (3.50)

Continuing Operations - -

Discontinued Operations (1.85) (3.50)

Diluted earnings per share have not been disclosed, as it results in a more favourable loss per share than that of basic loss per share.

Notes to the financial statements are included on pages 20 to 45

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

Page 16

BALANCE SHEET AS AT 30 JUNE 2009

Consolidated Company

Note 2009 2008 2009 2008

$ $ $ $

Current Assets

Cash and cash equivalents 5(a) 1,600 110,816 1,600 106,862

Trade and other receivables 6 - 87,904 - 67,548

Inventories 7 - 346,176 - 328,796

Prepayments - 22,447 - 22,447

Assets classified as held for sale 18 763,154 - - -

Total Current Assets 764,754 567,343 1,600 525,653

Non-current Assets

Intangible Assets 8 - - - -

Other financial assets 9 - - 3 2

Inventories 7 - 128,329 - 128,329

Property, plant and equipment 10 - 138,568 - 134,633

Total Non-current Assets - 266,897 3 262,964

TOTAL ASSETS 764,754 834,240 1,603 788,617

Current Liabilities

Trade and other payables 11 50,594 352,044 50,594 303,345

Borrowings 12 590,328 42,588 590,328 42,588

Provisions 13 - 51,611 - 51,611

Liabilities classified as held for sale 18 728,067 - - -

Total Current Liabilities 1,368,989 446,243 640,922 397,544

Non-Current Liabilities

Provisions 13 - 17,746 - 17,746

Total Non-Current Liabilities - 17,746 - 17,746

TOTAL LIABILITIES 1,368,989 463,989 640,922 415,290

NET ASSETS (604,235) 370,251 (639,319) 373,327

Equity

Issued capital 14 2,480,252 2,480,252 2,480,252 2,480,252

Reserves 15 325,555 325,555 325,555 325,555

Accumulated losses 16 (3,410,042) (2,435,556) (3,445,126) (2,432,480)

TOTAL EQUITY (604,235) 370,251 (639,319) 373,327

Notes to the financial statements are included on pages 20 to 45

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

Page 17

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

Consolidated

Notes to the financial statements are included on pages 20 to 45

Year ended 30 June 2009

Issued Capital

Reserves

Accumulated

losses TOTAL

Balance at beginning of the financial year

2,480,252

325,555

(2,435,556)

370,251

Issues of share capital, net of capital raising costs

-

-

-

-

Option Reserves

-

-

-

-

Loss for the year

-

-

(974,486)

(974,486)

TOTAL

2,480,252

325,555

(3,410,042)

(604,235)

Year ended 30 June 2008

Issued Capital

Reserves

Accumulated

losses TOTAL

Balance at beginning of the financial year

2,179,887

-

(823,510)

1,356,377

Issues of share capital, net of capital raising costs

300,365

-

-

300,365

Option Reserves

-

325,555

-

325,555

Loss for the year

-

-

(1,612,046)

(1,612,046)

TOTAL

2,480,252

325,555

(2,435,556)

370,251

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

Page 18

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

Company

Notes to the financial statements are included on pages 20 to 45

Year ended 30 June 2009

Issued Capital

Reserves

Accumulated

losses TOTAL

Balance at beginning of the financial year

2,480,252

325,555

(2,432,480)

373,327

Issues of share capital, net of capital raising costs

-

-

-

-

Option Reserves

-

-

-

-

Loss for the year

-

-

(1,012,646)

(1,012,646)

TOTAL

2,480,252

325,555

(3,445,126)

(639,319)

Year ended 30 June 2008

Issued Capital

Reserves

Accumulated

losses TOTAL

Balance at beginning of the financial year

2,179,887

-

(823,510)

1,356,377

Issues of share capital, net of capital raising costs

300,365

-

-

300,365

Option Reserves

-

325,555

-

325,555

Loss for the year

-

-

(1,608,970)

(1,608,970)

TOTAL

2,480,252

325,555

(2,432,480)

373,327

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

Page 19

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2009

Consolidated Company

Discontinued operations Note 2009 2008 2009 2008

$ $ $ $

Cash flows from operating activities

Receipts from customers 1,043,287 696,714 391,411 673,767

Payments to suppliers and employees (2,063,621) (2,257,914) (1,040,569) (2,138,143)

Interest received 9,141 24,700 8,406 24,696

Income tax refund (R&D rebate) 209,987 - 209,987 -

Proceeds from grants received 178,438 168,365 40,000 162,365

Other income - 291 - 291

Interest paid (25,428) (5,477) (7,338) (5,477)

Net cash flows used in operating activities 5(b) (648,196) (1,373,321) (398,103) (1,282,501)

Cash flows from investing activities

Payments for property, plant & equipment (5,516) (51,930) (3,571) (46,430)

Payment for investment in subsidiary - - (1) -

Loans to controlled entities - - (232,159) (100,273)

Net cash flows used in investing activities (5,516) (51,930) (235,731) (146,703)

Cash flows from financing activities

Proceeds from borrowings 697,292 30,690 547,292 30,690

Proceeds from issue of shares, net of capital raising costs - 206,365 - 206,365

Proceeds from issue of options, net of capital raising cost - 309,236 - 309,236

Repayment of borrowings (23,600) (66,327) (18,720) (66,327)

Net cash flows provided by financing activities 673,692 479,964 528,572 479,964

Net (decrease)/increase in cash and cash equivalents held 19,980 (945,287) (105,262) (949,240)

Balance at the beginning of the year 110,816 1,056,103 106,862 1,056,102

Balance at the end of the year 130,796 110,816 1,600 106,862

Represented by:

Cash and cash equivalents 5(a) 1,600 110,816 1600 106,862

Cash and cash equivalents included in assets classified as held for sale 18 129,196 - - -

130,796 110,816 1,600 106,862

Notes to the financial statements are included on pages 20 to 45

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 20

1. SUMMARY OF ACCOUNTING POLICIES General Information Asian Centre for Liver Diseases and Transplantation Limited formerly known as Costarella Design Limited (“the Company”) is a listed public Company, incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of operations and principal activities of the Group are described in the Directors’ Report. Adoption of New and Revised Accounting Standards Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2009 reporting periods. The Group’s and the Company’s assessment of the impact of new standards and interpretations that may affect the Group is set out below. (i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 AASB 8 and AASB 2007-3 are effective for annual reporting periods commencing on or after 1 January 2009. AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a 'management approach' to reporting on financial performance. The information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Group has not yet decided when to adopt AASB 8. Application of AASB 8 may result in different segments, segment results and different types of information being reported in the segment note of the financial statements. However, at this stage, it is not expected to affect any of the amounts recognised in the financial statements. (ii) Revised AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138 and Interpretations 1 & 12] The revised AASB 123 is applicable to annual reporting periods commencing on or after 1 January 2009. It has removed the option to expense all borrowing costs and - when adopted - will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. There will be no impact on the financial statements of the Group, as the Group does not have any borrowings. (iii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101 A revised AASB 101 was issued in September 2007 and is applicable for annual reporting periods beginning on or after 1 January 2009. It requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Group intends to apply the revised standard from 1 July 2009. Statement of Compliance The financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law. Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘A-IFRS’). Compliance with the A-IFRS ensures that the financial statements and notes comply with International Financial Reporting Standards (‘IFRS’). The financial statements were authorised for issue by the Directors on 30 September 2009. Comparative Figures Certain comparative amounts have been reclassified to conform with the current year’s presentation.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 21

1. SUMMARY OF ACCOUNTING POLICIES continued Basis of Preparation The financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is reported. The accounting policies set out below have been applied in preparing the financial statements for the year ended 30 June 2009 and the comparative information presented in these financial statements for the year ended 30 June 2008. The following significant accounting policies have been adopted in the preparation and presentation of the financial statements:

(a) Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand; cash in banks and investments in money market instruments, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(b) Employee Benefits

Wages, salaries and annual leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expect future salaries, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(c) Financial Assets

Investments are recognised and derecognised on trade date where 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, net of transaction costs.

Subsequent to initial recognition, investments in subsidiaries are measured at cost. Subsequent to initial recognition, investments in associates are accounted for under the equity method in the consolidated financial statements and the cost method in the Company financial statements.

Other financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’, ‘held-to-maturity’ investments, ‘available-for-sale’ financial assets, and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Loans and receivables Trade receivables, loans, and other receivables are recorded at amortised cost less impairment.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 22

1. SUMMARY OF ACCOUNTING POLICIES continued

(d) Foreign Currency

All foreign currency transactions during the financial year are brought to account using the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Exchange differences are recognised in profit or loss in the period in which they arise.

(e) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the acquisition of an asset or as part of an item or expense; or

ii) for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(f) Government Grants

Government grants are assistance by the government in the form of transfers of resources to the Group in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants include government assistance where there are no conditions specifically relating to the operating activities of the Group other than the requirement to operate in certain regions or industry sectors.

Government grants relating to income are recognised as income over the periods necessary to match them with the related costs on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised as income of the period in which it becomes receivable.

(g) Impairment of Assets

At each reporting date, 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 the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.

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 only to the

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 23

1. SUMMARY OF ACCOUNTING POLICIES continued (g) Impairment of Assets continued extent 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 in profit or loss immediately.

(h) Income Tax

Current Tax Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred Tax Given the current activities that the Company continues to undertake, the Directors have determined that it is not yet probable that the Group will generate sufficient taxable profits to obtain benefit from the net tax assets and have not recognised any deferred tax assets. Current and Deferred Tax for the Period The Company does not generate sufficient revenue to create current tax liabilities and the Directors have determined that it is not yet probable that the Group will generate sufficient revenue to obtain benefit from the net tax assets and have not recognised any deferred tax assets or liabilities and their fair value can be measured reliably.

(i) Trade and Other Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Collectibility of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the income statement.

(j) Trade and Other Payables

Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments resulting from the purchase of goods and services.

(k) Segment Reporting

A business segment is a Group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 24

1. SUMMARY OF ACCOUNTING POLICIES continued

(l) Intangible Assets

Intangible assets acquired separately. Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation is charged on straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is reviewed at the end of each annual reporting period, with any changes in these accounting estimates being accounted for on a prospective basis. Where entities have intangible assets that have been assessed as having an indefinite useful life, an appropriate accounting policy shall be disclosed, for example: Brand names Brand names recognised by the company have an indefinite useful life and are not amortised. Each period, the useful life of this asset is reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for the asset. Such assets are tested for impairment in accordance with the policy stated in note 1(g).

(m) Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Asian Centre for Liver Diseases and Transplantation Limited (“Company” or “Parent Entity”) as at 30 June 2009 and the results of all subsidiaries for the year then ended. Asian Centre for Liver Diseases and Transplantation Limited and its subsidiaries together are referred to in these financial statements as the Group or the Group. Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Investments in subsidiaries are accounted for at cost in the individual financial statements of the Company.

(n) Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. Depreciation The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate

Plant and equipment 25% Motor Vehicles 12.5% Leasehold Improvements 20% Office Equipment 25% Computer Software 50%

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 25

1. SUMMARY OF ACCOUNTING POLICIES continued (o) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. The fair value of the liability portion of a convertible note is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the notes. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholder’s equity, net of income tax effects. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(p) Borrowing Costs

Borrowing costs are recognised as an expense when incurred except if costs were incurred for the construction of any qualifying asset, where the costs are capitalised over the period that is required to complete and prepare the asset for its intended use or sale.

(q) Provisions

Provision is made for employee entitlement benefits as a result of employees rendering services up to balance date. These benefits include salary and wages, annual leave and long service leave, liabilities in respect of salary and wages and annual leave expected to be settled within 12 months of the reporting date are measured at their nominal value. The liability for long service leave is measured at the present value of expected future outflows to be made in respect of services provided by employees up to the reporting date. Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

(r) Inventories

Inventories comprise of raw materials, work in progress and finished goods and are valued at the lower of cost and net realisable value. Costs are allocated on a first in first out basis or average cost basis. Costs include direct labour, direct materials and an appropriate amount of fixed and variable overhead expenses. Stock of finished clothing is written off over a three year period from the time of manufacture. Certain inventories are held for long term for future fashion displays and presentations and have been treated as Non-Current. Stocks of sample collections are considered to have a five year life and are held in inventory for two years and then written off over the remaining three years.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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1. SUMMARY OF ACCOUNTING POLICIES continued

(s) Revenue Recognition

Revenue representing interest income is recognised on a proportional basis taking into account the interest rates applicable to financial assets. Revenue from the sale of inventories is recognised when the goods are delivered to the customer and title passes to the customer. Refer note (f) relating to recognition of grant income.

(t) Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease.

(u) Equity Based Compensation

The Company has an incentive option scheme which provides benefits to employees, Directors and consultants of the Company. The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using a Black Scholes model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of shares of the Company (‘market conditions’). The cost of equity-settled transactions is recognised, together with a corresponding increase in equity over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being made as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

(v) Research, Design and Development Costs

Research, Design and Development costs are expensed as incurred.

(w) Issued Capital

Issued capital is recognised at the fair value of the consideration received by the Company. Any transaction costs on the issue of shares are recognised directly in equity as a reduction of the share proceeds received.

(x) Earnings Per Share

Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary share and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

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1. SUMMARY OF ACCOUNTING POLICIES continued

(y) Non-current assets held for sale

Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and employee benefit assets which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

(z) Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period.

(aa) Business combinations

The purchase method of accounting is used to account for all business combination regardless of whether equity instruments or other assets are acquired. Cost is measured at fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the combination. Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value less cost to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of the business combination over the net fair value of the Group’s share of the identifiable net assets required is recognised as goodwill. If the cost of acquisition is less than the Group’s share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the income statement, but only after a reassessment of the identification and measurement of the net assets required. Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Going Concern Basis

The financial statements of the Company have been prepared on a going concern basis which anticipates the ability of the Company to meet its obligations in the normal course of the business. The Company needs to raise capital to enable it to continue its activities as in the past. It is considered that the Company should achieve sufficient funds from capital raising to enable it to meet its obligations. If the Company is unable to continue as going concern then it may be required to realise its assets and extinguish its liabilities, other than in the normal course of business and at amounts different from those stated in the financial statements.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

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1. SUMMARY OF ACCOUNTING POLICIES continued

Significant Accounting Judgements, Estimates and Assumptions

In the application of A-IFRS management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgments. 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. Judgements made by management in the application of A-IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:

• Note 4 – Income tax • Note 13 – Provisions • Note 25 – Share based payments.

2. SEGMENT REPORTING The Company operates in Australia and Overseas in the fashion wholesale and retail sector. Sales in the overseas regions of North America, Europe, Asia and the Middle East were not material for segment reporting purposes. The trading activities during the financial year in the subsidiary SU Design Pty Ltd were not material for segment reporting purposes. There were no trading activities during the financial year in the subsidiary Costarella Design Asia Pte Ltd.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

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Consolidated Company

2009 2008 2009 2008

3. LOSS FROM DISCONTINUED OPERATIONS $ $ $ $

(a) Revenue Revenue from operating activities:

Sales of goods and services 1,091,985 745,891 474,429 702,341

Total revenue from operating activities 1,091,985 745,891 474,429 702,341

Revenue from non-operating activities:

Interest revenue 9,141 24,700 8,406 24,696

Government grant income 178,438 130,138 40,000 124,138

Other revenue 801 291 (1,076) 291

Total revenue from non-operating activities 188,380 155,129 47,330 149,125

(b) Loss before income tax from operating activities has been arrived at after charging the following expenses:

Cost of sales 664,492 528,653 450,719 506,003

Depreciation of non-current assets 51,845 58,081 24,157 56,516

Operating lease rental expenses 80,025 50,970 24,439 39,277

Allowance for non-recoverability of intercompany loans

- - 162,318 194,273

Impairment of intangible assets - 94,000 - -

Impairment of inventory 178,087 - 178,087 -

Shares based payments - 16,319 - 16,319

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4. INCOME TAX Consolidated Company

2009 2008 2009 2008

$ $ $ $

Income tax benefit - - - -

Numerical reconciliation between tax benefit and pre-tax net loss Loss from discontinued operations before income tax benefit: (1,184,473) (1,612,046) (1,222,633) (1,608,970)

Income tax benefit calculated at 30% (355,342) (483,614) (366,790) (482,691) Tax effect on amounts which are not tax deductible/(assessable): Entertainment 20 266 20 266 Fines and penalties - 69 - 69 Provision for non-recovery of loan - - 49,172 57,806 Accrued expenses 17,082 (9,480) 922 (9,480) Employee entitlements 3,327 1,582 (20,807) 1,582 Accrued superannuation (566) 1,813 (5,088) 384 Movement in trade payables 13,480 5,384 (34,528) (4,428) Excess of tax depreciation over accounting depreciation 601 7,853 601 7,860 Movement in trade receivables (26,825) (11,290) 12,284 (5,109) Movement in prepayments 5,684 (1,481) 6,734 (1,481) Capital raising costs (43,242) (43,242) (43,242) (43,242) Impairment of investment - 28,200 - - Income in advance - 3,189 - 3,189 Share based payments - 4,896 - 4,896 Tax benefit not brought to account 175,794 495,855 190,735 470,379

Income tax benefit (209,987) - (209,987) -

Deferred tax balances Deferred tax assets: Accrued expenses 23,660 6,578 23,660 6,578 Employee entitlements 24,133 20,807 24,133 20,807 Accrued superannuation 5,951 6,517 5,951 6,517 Trade payables 65,498 52,018 65,498 52,018 Capital raising costs 175,808 131,145 175,808 131,145 Unused tax losses 964,157 788,363 964,157 788,363

Deferred tax assets not recognised 1,259,207 1,005,428 1,259,207 1,005,428

Deferred tax liabilities: Excess of accounting written down value over tax written down value - 601 - 601 Trade receivables (45,291) (18,464) (45,291) (18,464) Prepayments (1,050) (6,734) (1,050) (6,734)

Deferred tax liabilities not recognised (46,341) (24,597) (46,341) (24,597)

Net deferred tax assets not recognised 1,212,866 980,831 1,212,866 980,831

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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Consolidated Company 2009 2008 2009 2008

$ $ $ $ 5. NOTES TO THE CASH FLOW STATEMENT (a) Reconciliation of cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand and in banks and investments in money market instruments. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

Cash on hand - 494 - 494

Cash at bank 1,600 110,322 1,600 106,368

Cash and cash equivalents 1,600 110,816 1,600 106,862

Cash and cash equivalents included in assets held for sale

129,196

-

-

-

130,796 110,816 1,600 106,862

(b) Reconciliation of loss for the year from discontinued operations to net cash flows from operating activities

Loss for the year from discontinued operations (974,486) (1,612,046) (1,012,646) (1,608,970)

Non cash flows in loss from discontinued operations:

Depreciation and amortisation 51,845 58,081 24,157 56,516

Impairment of investment - 94,000 - -

Impairment of inventory 178,087 - 178,087 -

Allowance for non-recoverability of inter-company loans

-

-

162,318

194,273

Share based payments - 16,319 - 16,319

Foreign exchange difference - 1,189 - 1,189

Bad and doubtful debts 9,852 10,355 - 10,355

Changes in net assets and liabilities, net of effects from reclassification of various assets and liabilities to held for sale

(Increase) / decrease in assets:

Receivables (89,104) (54,142) (112,692) (33,786)

Inventories (90,833) (6,910) 97,964 10,470

Prepayments 18,949 (4,936) 9,334 (4,936)

Increase / (decrease) in liabilities:

Payables 236,405 119,496 256,539 70,796

Provisions 11,089 5,273 (1,164) 5,273

Net cash flows used in operating activities (648,196) (1,373,321) (398,103) (1,282,501)

(c) Significant financing and investing activities that involve components of non-cash

Acquisition of intangible assets via an equity issue

-

94,000

-

-

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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6. CURRENT TRADE AND OTHER RECEIVABLES Consolidated Company

2009 2008 2009 2008

$ $ $ $

Trade receivables - 65,697 - 45,094

Allowance for doubtful debts - (4,149) - (4,149)

- 61,548 - 40,945

Loan to key management personnel - 4,643 - 4,643

Other receivables (note (b)) - 21,713 - 21,960

- 87,904 - 67,548

(a) Impaired trade receivables

As at 30 June 2009 no trade receivables were impaired (2008: $10,355). The closing balance of the allowance for doubtful debts was nil (2008: $4,149). The aging of these receivables is as follows: Consolidated Company

2009 2008 2009 2008

$ $ $ $

1 to 3 months - - - -

3 to 6 months - 3,203 - 3,203

Over 6 months - 946 - 946

- 4,149 - 4,149

Movements in the allowance for doubtful debts are as follows:

At 1 July 4,149 - 4,149 -

Allowance for doubtful debts recognised during the year

9,852 10,355 - 10,355

Allowance for doubtful debts reversed as debts collected

(4,149) - (4,149) -

Receivables written off during the year as uncollectible

- (6,206) - (6,206)

Transfer to assets held for sale

(9,852) - - -

- 4,149 - 4,149

The creation and release of the allowance for doubtful debts has been included in ‘corporate and administration expenses’ in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash.

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6. CURRENT TRADE AND OTHER RECEIVABLES continued (b) Past due but not impaired

The ageing analysis of trade receivables is as follows:

Consolidated Company 2009 2008 2009 2008 $ $ $ $ Up to 3 months - 30,931 - 10,329 3 to 6 months - 21,364 - 21,364

- 52,295 - 31,693

The other classes of trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due.

Consolidated Company

2009 2008 2009 2008

$ $ $ $

7. INVENTORIES

Inventory – Current work in progress - 42,365 - 42,365

Inventory – Current other - 303,811 - 286,431

- 346,176 - 328,796

Inventory – Non-current - 128,329 - 128,329

- 474,505 - 457,125

Consolidated Company 2009 2008 2009 2008 $ $ $ $

8. INTANGIBLE ASSETS

Investment in brands - 94,000 - -

Impairment loss on investments in brands - (94,000) - -

- - - -

Consolidated Company

2009 2008 2009 2008

$ $ $ $

9. OTHER NON-CURRENT FINANCIAL ASSETS

Investment in controlled entities - - 3 2

Loans to controlled entities - - 358,178 195,861

Allowance for non-recoverability - - (358,178) (195,861)

- - 3 2

On 24 December 2008, the Company incorporated Aurelio Costarella Pty Ltd with an issued capital of $1.

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Consolidated Company

2009 2008 2009 2008

$ $ $ $

10. PROPERTY, PLANT AND EQUIPMENT

Plant and equipment

Gross carrying amount

Balance at the beginning of the financial year at cost

252,752 220,822 247,252 220,822

Additions 5,516 31,930 3,571 26,430

Disposals – transfer to subsidiary - - (250,823) -

Transfer to assets held for sale (258,268) - - -

Balance at the end of the financial year at cost - 252,752 - 247,252

Accumulated depreciation

Balance at the beginning of the financial year (114,184) (56,103) (112,619) (56,103)

Depreciation expense (51,845) (58,081) (24,157) (56,516)

Disposals – transfer to subsidiary - - 136,776

Transfer to assets held for sale 166,029 - -

Balance at the end of the financial year - (114,184) - (112,619)

Net book value

Balance at the end of the financial year - 138,568 - 134,633

Aggregate depreciation allocated during the year is recognised as an expense and disclosed in note 3 to the financial statements.

Consolidated Company

2009 2008 2009 2008

$ $ $ $

11. CURRENT TRADE AND OTHER PAYABLES

Trade payables 25,594 173,392 25,594 140,686

Accruals 25,000 21,926 25,000 21,926

Other payables - 156,726 - 140,733

50,594 352,044 50,594 303,345

Consolidated Company

2009 2008 2009 2008

$ $ $ $

12. BORROWINGS

Chattel mortgage liability - 27,913 - 27,913

Insurance finance - 14,675 - 14,675

Amrita Capital – Convertible Loan 590,328 - 590,328 -

Total Current Borrowings 590,328 42,588 590,328 42,588

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

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12. BORROWINGS continued Terms and Conditions Amrita Capital Ltd – Convertible Loan The Company secured a $400,000 convertible loan from Amrita Capital Ltd on 31 July 2008. The loan was for an initial term of 9 months and has in interest rate of 10% per annum. Subject to the receipt of shareholder and all other necessary approvals being obtained, Amrita Capital has the option to convert the whole or part of the loan to ordinary shares at $0.02 per share. On 8 December 2008 and 21 May 2009, the Company secured an extension of $100,000 and $80,000 respectively under the same terms and conditions as the original loan. The loan has been drawn down to $547,282 as at 30 June 2009. Interest accrued on the loan amounted to $43,046 at the balance date.

Consolidated

Company

2009 2008 2009 2008

$ $ $ $

13. PROVISIONS

Current

Employee benefits - 51,611 - 51,611

Non-Current

Employee benefits - 17,746 - 17,746

- 69,357 - 69,357

14. ISSUED CAPITAL

Consolidated

Company

2009 2008 2009 2008

$ $ $ $

52,739,477 fully paid ordinary shares (2008: 52,739,477):

2,480,252

2,480,252

2,480,252

2,480,252

Consolidated and

Company 2009

Consolidated and Company

2008

No. $ No. $

Fully paid ordinary shares

Balance at beginning of financial year 52,739,477 2,480,252 44,860,415 2,179,887

Shares issued during the year:

Ordinary shares issued @ 0.094 cents - - 1,000,000 94,000

Ordinary shares issued @ 0.030 cents - - 6,879,062 206,365

Issue costs - - - -

Balance at end of financial year 52,739,477 2,480,252 52,739,477 2,480,252

15. RESERVES

Consolidated and

Company Consolidated and

Company

Option Reserve 2009 2008

No. $ No. $

Balance of beginning of financial year 25,180,200 325,555 22,430,200 336,453

Options issued during the year:

Option issued - - 2,750,000 16,319

Issue costs - - - (27,217)

Balance at end of financial year(i) 25,180,200 325,555 25,180,200 325,555 (i) The balance is represented by 22,430,200 listed options exercisable at $0.20 on or before 30 September 2010 and 2,750,000 unlisted options exercisable at $0.07 on or before 11 June 2013.

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Consolidated

Company

2009 2008 2009 2008

$ $ $ $

16. ACCUMULATED LOSSES

Balance at the beginning of year (2,435,556) (823,510) (2,432,480) (823,510)

Net loss attributable to members of the Parent Entity (974,486) (1,612,046) (1,012,646) (1,608,970)

Balance at end of year (3,410,042) (2,435,556) (3,445,126) (2,432,480)

17. EARNINGS PER SHARE Consolidated

2009 Cents per share

2008 Cents per share

Basic earnings per share: From continuing operations - - From discontinued operations (1.85) (3.50)

Total basic earnings per share (1.85) (3.50) Basic Earnings per share The earnings and weighted average number or ordinary shares used in the calculation of basic earnings per share are as follows: 2009

$ 2008 $

Earnings/(losses) from continuing operations - - Earnings/(losses) from discontinued operations (974,486) (1,612,046)

Total earnings/(losses) (974,486) (1,612,046 )

2009 No.

2008 No.

Weighted average number of ordinary shares used in the calculation of basic EPS 52,739,477 46,035,634

Diluted earnings per share have not been disclosed, as it results in a more favourable loss per share than that of basic loss per share. 18. ASSETS HELD FOR SALE The fashion segment of the Group is presented as a disposal group that is held for sale following an agreement by the Board of Directors to divest operations pending shareholder approval. Please refer to Note 26 Subsequent Events for further information. As the carrying amount of the disposal group is lower than its fair value less costs to sell, no impairment has been recognised in the income statement. Consolidated

2009 $

2008 $

Assets classified as held for sale Cash and cash equivalents, 129,196 - Trade and other receivables 150,969 - Inventories 387,251 - Prepayments 3,499 - Property, plant and equipment 92,239 -

763,154 -

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18. ASSETS HELD FOR SALE continued Consolidated

2009 $

2008 $

Liabilities classified as held for sale Trade and other payables 478,633 - Borrowings 168,988 - Provisions 80,446 -

728,067 - Net assets held for sale 35,087 -

19. RELATED PARTY DISCLOSURE (a) Subsidiaries The consolidated financial statements include the financial statements of the Company the subsidiaries listed in the following table:

Name of Entity Country of Incorporation Ownership Interest

2009 2008

% %

Costarella Design Asia Pte Ltd Singapore 100 100

SU Design Pty Ltd Australia 100 100

Aurelio Costarella Pty Ltd Australia 100 100

The subsidiaries were sold subsequent to the balance date as disclosed in Note 26. (b) Key Management Personnel Details relating to Key Management Personnel, including remuneration paid, are included in Note 20. (c) Transactions with related parties On 1 January 2009 net liabilities of $69,349 were transferred from the Company to Aurelio Costarella Pty Ltd as part of the Group’s restructure. (d) Loans with related parties Consolidated Company 2009 2008 2009 2008 Receivables from controlled entities: $ $ $ $ Costarella Design Asia Pte Ltd - - 5,318 5,318 Less: allowance for non-recoverability - - (5,318) (5,318)

- - - -

SU Design Pty Ltd - - 229,456 190,543 Less: allowance for non-recoverability - - (229,456) (190,543)

- - - -

Aurelio Costerella Pty Ltd - - 123,405 - Less: allowance for non-recoverability - - (123,405) -

- - - -

Loans with key management personnel are disclosed in Note 20.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 38

20. KEY MANAGEMENT PERSONNEL REMUNERATION The key management of the Group during the year comprised: Directors Ravindran Govindan (Non-Executive Chairman) Aurelio Costarella (Managing Director/Creative Director) Sam Di Giacomo (Non-Executive Director) Richard Chan (Non-Executive Director) – appointed on 30 July 2008 Executives Antonio Costarella (General Manager) Paul O’Connor (Public Relations and Sales Manager) (a) Compensation for Key Management Personnel

Consolidated Company 2009 2008 2009 2008

$ $ $ $

Short-term employment benefits 304,743 349,585 304,743 349,585 Post-employment benefits 22,441 44,666 22,441 44,666 Other long-term benefits 2,124 2,044 2,124 2,044 Share-based -payments - 4,800 - 4,800 Total compensation 329,308 401,095 329,308 401,095 (b) Option Holdings of Key Management Personnel The movement during the reporting period in the number of options over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: 30 June 2009

Balance at beginning of period 1 Jul 2008

Granted as Remuneration

Options exercised

Net Change

Other

Balance at

30 June 2009

Total Vested at

30 June 2009

Directors Aurelio Costarella 2,000,000 - - - 2,000,000 2,000,000 Sam Di Giacomo 269,250 - - - 269,250 269,250 Ravindran Govindan - - - - - - Richard Chan Executives Antonio Costarella 500,000 - - - 500,000 500,000 Paul O’Connor 300,000 - - - 300,000 300,000 Total 3,069,250 - - - 3,069,250 3,069,250

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 39

20. KEY MANAGEMENT PERSONNEL REMUNERATION continued (b) Option Holdings of Key Management Personnel continued 30 June 2008

Balance at beginning of period 1 Jul 2007

Granted as Remuneration

(i)

Options exercised

Net Change Other (ii)

Balance at

30 June 2008

Total Vested at

30 June 2008

Directors

Aurelio Costarella - - - 2,000,000 2,000,000 2,000,000

Sam Di Giacomo - - - 269,250 269,250 269,250

Ravindran Govindan - - - - - - Cathryn Curtin - - - 1,013,334(iii) - -

Patti Chong - - - - - -

Executives

Antonio Costarella - 500,000 - - 500,000 500,000

Paul O’Connor - 300,000 - - 300,000 300,000

Total - 800,000 - 3,282,584 3,069,250 3,069,250

(i) Remuneration options granted to Executives. (ii) Entitlement options issued to Directors and Executives. (iii) Represents balance at the resignation date. (c) Share Holdings of Key Management Personnel The movement during the reporting period in the number of ordinary shares in the Company held directly, directly or beneficially, by each key management person, including their related parties, is as follows: 30 June 2009

Balance at beginning of period 1 Jul 2008

Granted as

Remuneration

On exercise of options

Net Change

Other

Balance at

30 June 2009

Directors Aurelio Costarella 18,230,545 - - - 18,230,545 Sam Di Giacomo 1,113,500 - - - 1,113,500 Ravindran Govindan 950,000 - - - 950,000 Richard Chan - - - 1,666,667(i) 1,666,667

Executives Antonio Costarella 465,500 - - - 465,500 Paul O’Connor 445,000 - - - 445,000 Total 21,204,545 - - 1,666,667 22,871,212 (i) Represents balance at the appointment date.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 40

20. KEY MANAGEMENT PERSONNEL REMUNERATION continued (c) Share Holdings of Key Management Personnel continued 30 June 2008

Balance at beginning of period 1 Jul 2007

Granted as

Remuneration

On exercise of options

Net Change

Other

Balance at

30 June 2008

Directors Aurelio Costarella 18,000,000 - - 230,545 18,230,545 Sam Di Giacomo 578,500 - - 535,000 1,113,500 Ravindran Govindan 750,000 - - 200,000 950,000 Cathryn Curtin 2,026,667 - - (2,026,667) (i) -

Patti Chong 65,400 (65,400) (i) - Executives Antonio Costarella 10,000 - - 455,500 465,500 Paul O’Connor 250,000 - - 195,000 445,000 Total 21,680,567 - - (476,022) 21,204,545 (i) Represents balance at the resignation date. (d) Loans with Key Management Personnel and their related parties On 31 July 2008, the Company secured a $400,000 convertible loan from Amrita Capital Ltd, a company of which Richard Chan is a shareholder and Director. The loan was for an initial term of 9 months and has an interest rate of 10% per annum. Subject to the receipt of shareholder and all other necessary approvals being obtained, Amrita Capital has the option to convert the whole or part of the loan to ordinary shares at $0.02 per share. On 8 December 2008 and 21 May 2009, the Company secured an extension of $100,000 and $80,000 respectively under the same terms and conditions as the original loan. The loan has been drawn down to $547,282 as at 30 June 2009. Interest accrued on the loan amounted to $43,046 at the balance date. On 2 February 2009, the Company through its wholly owned subsidiary Aurelio Costarella Pty secured a $200,000 convertible loan from Aurelio Costarella and Antonio Costarella. The loan was for a minimum term of 3 months or such term otherwise agreed by the parties. The loan has an interest rate of 10% per annum. Subject to the receipt of shareholder and all other necessary approvals being obtained, the lenders have the option to convert the whole or part of the loan to ordinary shares in Aurelio Costarella Pty Ltd, at a price to be agreed prior to the necessary approvals being obtained. The loan has been drawn down to $150,000 as at 30 June 2009. The loan balance has been included in liabilities held for sale. (e) Other Transactions with Key Management Personnel and their related parties There were no other material transactions with key management personnel and their related parties during the year.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 41

Consolidated Company

2009 2008 2009 2008

$ $ $ $

21. REMUNERATION OF AUDITORS

Auditor of The Parent Entity

Audit or review of the financial statements 40,774 28,147 40,774 28,147

Other non-audit services - - - -

40,774 28,147 40,774 28,147

Other Auditors

Audit of application of grant funds - 4,000 - 4,000 The auditor of the Group is Stantons International. 22. FINANCIAL RISK MANAGEMENT (a) Significant Accounting Policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements. (b) Interest Rate Risk Management The Group is exposed to interest rate risk as it invests funds at both fixed and floating interest rates. The risk is managed by maintaining an appropriate mix between fixed and floating rate deposits. The following table details the Group’s exposure to interest rate risk as at 30 June 2009 : Refer to Table 1 and 2 below

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 42

Table 1 Consolidated

Variable Interest Rate Fixed maturity dates –

1 year or less

Non-Interest Bearing Total

2009 2008 2009 2008 2009 2008 2009 2008 $ $ $ $ $ $ $ Financial assets Cash and cash equivalents 1,600 91,300 - - - 19,516 1,600 110,816 Receivables - - - - - 87,904 - 87,904

1,600 91,300 - - - 107,420 1,600 198,720

Weighted average effective interest rate

3.78% 6.90%

Financial liabilities Borrowings - - 590,328 42,588 - - 590,328 42,588 Payables - - - - 50,594 352,044 50,594 352,044

- - 590,328 42,588 50,594 352,044 640,922 394,632

Weighted average Effective interest rate

10% 8.85%

Net Financial Assets 1,600 91,300 (590,328) (42,588)

(50,594)

(244,624) (639,322) (195,912)

Table 2 Company

Variable Interest Rate Fixed maturity dates –

1 year or less

Non-Interest Bearing Total

2009 2008 2009 2008 2009 2008 2009 2008 $ $ $ $ $ $ $ Financial assets Cash and cash equivalents 1,600 91,300 - - - 15,562 1,600 106,862 Receivables - - - - - 67,548 - 67,548

1,600 91,300 - - - 83,110 1,600 174,410

Weighted average effective interest rate

3.78% 6.90%

Financial liabilities Borrowings - - 590,328 42,588 - - 590,328 42,588 Payables - - - - 50,594 303,345 50,594 303,345

- - 590,328 42,588 50,594 303,345 640,922 345,933

Weighted average Effective interest rate

10% 8.85%

Net Financial Assets

1,600

91,300

(590,328)

(42,588)

(50,594)

(220,235)

(639,322)

(171,523)

Sensitivity analysis is not considered material in terms of the level of exposure to fluctuations in interest rates.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 43

22. FINANCIAL RISK MANAGEMENT continued (c) Fair Value of Financial Instruments The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values. The fair values and net fair values of financial assets and financial liabilities are determined as follows:

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

- The fair value of other financial assets and financial liabilites are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

Transaction costs are included in the determination of net fair value. (d) Credit Risk Exposure

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in

financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy

counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of

financial loss from defaults. The Group measures credit risk on a fair value basis.

The maximum exposure to credit risk at the reporting date is the carrying amout of financial assets which

are summarised on page 42.

The Group does not have any significant credit risk exposure to any single counterparty of any group or

counterparties having similar characteristics.

Consolidated Company

2009 2008 2009 2008

$ $ $ $

Trade Receivables

Counterparties without external credit rating - 65,697 - 45,094

Cash at Bank & Short-Term Deposits

Counterparties with external credit rating 1,600 110,321 1,600 106,368

(e) Liquidity Risk Management The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. (f) Foreign Currency Risk

The Group has transactional foreign currency exposures. Such exposure arises from the sales or purchases by the operating entity in currencies other than Australian dollars. Minimal costs of the Group are denominated in currencies other than Australian dollars. The related foreign currency exposures during the financial year ended 30 June 2009 are not material. (g) Price Risk Exposure The Group has no material exposure to any price risk.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 44

Consolidated Company

2009 2008 2009 2008

$ $ $ $

23. EXPENDITURE COMMITMENTS

(a) Operating Lease Commitments The operating lease commitment relates to the lease for 5 years of office space for the Company’s head office in North Perth which commenced on 1 March 2006 and SU Design’s Studio in East Perth which commenced on 3 December 2007 and was renewed for 2 years on 1 August 2008.

Not longer than one year 36,243 58,082 - 40,332 Longer than one year but no longer than five years 37,722 101,240 - 67,220

73,965 159,322 - 107,552 (b) Chattel Mortgage Commitments The chattel mortgage commitment relates to the car provided to the Company’s Managing Director which was due to be finalised in July 2008. The final payment was re-financed into a new agreement commenced in August 2008 and is repayable in 36 equal instalments of $912.85

Not longer than one year 10,954 27,913 - 27,913 Longer than one year but no longer than five years 21,908 - - -

32,862 27,913 - 27,913

(c) Service Agreements In terms of service agreements, the Company and Group have a commitment to the following expenditures:

Aurelio Costarella

Not longer than one year 120,000 120,000 - 120,000 Longer than one year but no longer than five years 270,000 390,000 - 390,000

Longer than five years - - - -

390,000 510,000 - 510,000

Paul O’Connor

Not longer than one year 19,075 76,300 - 76,300 Longer than one year but no longer than five years - 19,075 - 19,075

19,075 95,375 - 95,375

The above expenditure commitments as at 30 June 2009 relate to Aurelio Costarella Pty Ltd and Su Design Pty Ltd. As such they form part of the disposal group sold subsequent to the balance date as disclosed in Note 26 Subsequent Events. 24. CONTINGENT LIABILITIES There are no material contingent liabilities. 25. SHARE BASED PAYMENTS No share based payments have been made during the year ended 30 June 2009 (2008: $16,319).

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 45

26. SUBSEQUENT EVENTS On 27 July 2009 members approved: � The acquisition of all of the issued shares in the Asian Centre for Liver Diseases and Transplantation Inc. and its wholly owned subsidiary (“Asian Centre”) in consideration for the issue of post-consolidated ordinary shares in the Company. A total of 184,630,400 post-consolidated fully paid ordinary shares were issued and allotted to the vendors of shares in Asian Centre at a deemed issue price of $0.20 per share;

and � The sale of Aurelio Costarella Pty Ltd, Su Design Pty Ltd and Costarella Design Asia Pte Ltd, comprising the Company’s main undertaking, to Mr. Aurelio Costarella. The purchase consideration of $220,000 was satisfied by the cancellation of 18,000,000 pre-consolidated ordinary shares or the equivalent of 1,079,784 post-consolidated ordinary shares held by Mr. Aurelio Costarella.

The implementation of the above undertakings required, amongst other compliance requirements, the consolidation of shares at the ratio of 16.67 to 1 and the change of the name of the Company to Asian Centre for Liver Diseases & Transplantation Ltd. On 27 August 2009 1,739,652 shares were issued at an issue price of $0.3334 per share pursuant to the terms of the convertible loan agreement with Amrita Capital Ltd. An application for reinstatement to official quotation of the Company’s securities was made to the ASX. On 24 September 2009, the ASX advised that the suspension of trading in the securities of the Company will be lifted from the commencement of trading on 29 September 2009 following compliance by the Company with Chapters 1 and 2 of the Listing Rules. On 29 September 2009, the securities of the Company were reinstated to official quotation.

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ASIAN CENTRE FOR LIVER DISEASES AND TRANSPLANTATION LIMITED & CONTROLLED ENTITIES ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

Page 46

DIRECTORS’ DECLARATION

The Directors declare that the financial statements and notes set out on pages 15 to 45 and the disclosures

in the Remuneration Report which are included in the Directors’ Report:

1. (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements; and

(b) give a true and fair view of the Company’s and consolidated entity’s financial position as at

30 June 2009 and of their performance, as represented by the results of their operations,

changes in equity and their cash flows, for the financial year ended on that date.

2. The Corporate Director and Company Secretary have each declared that:

(a) the financial records of the Company for the financial year have been properly maintained in

accordance with section 286 of the Corporations Act 2001:

(b) the financial statements and notes for the financial year comply with the Accounting

Standards; and

(c) the financial statements and notes for the financial year give a true and fair view.

In the Directors’ opinion:

3. (a) the financial statements and notes are in accordance with the Corporations Act 2001; and

(b) there are reasonable grounds to believe that the Company will be able to pay its debts as

and when they become due and payable.

This declaration is made in accordance with a resolution of the Directors.

Dated this 30th day of September, 2009.

Kee Tang Non-Executive Director F

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Page 50

Additional securities exchange information as at 30 September 2009

Number of holders of equity securities

Ordinary share capital

• 188,453,754 fully paid ordinary shares are held by 737 individual shareholders.

All issued ordinary shares carry one vote per share, however, partly paid shares do not carry the rights to dividends.

Options

1,345,463 listed options are held by 113 individual option holders.

Options do not carry a right to vote.

Distribution of holders of equity securities

Total holders

Fully paid ordinary

shares Total holders Options

1 – 1,000 202 117,654 52 15,599

1,001 – 5,000 71 154,391 33 51,350

5,001 – 10,000 365 3,544,993 3 22,327

10,001 – 100,000 83 5,064,909 23 773,884

100,001 and over 16 179,571,807 2 482,303

737 188,453,754 113 1,345,463

Holding less than a

marketable parcel 302 457,038

Substantial shareholders

Fully paid ordinary shares

Ordinary shareholders Number %

Caesarean Tan Kai Chah 102,298,250 54.28

Pamela Anne Jenkins 21,324,600 11.32

HSBC Custody Nominees (Australia) Ltd 12,500,130 6.63

Total 136,122,980 72.23

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Twenty largest holders of quoted equity securities

Fully paid ordinary shares

Ordinary shareholders Number Percentage

Mr. Caesarean Tan Kai Chah 102,298,250 54.28

Ms. Pamela Anne Jenkins 21,324,600 11.32

HSBC Custody Nominees (Australia) Limited 12,500,130 6.63

Mr. Ronnie Tan Siew Bin 8,499,930 4.51

Mr. Patrick Tan Aik Hee 8,499,930 4.51

Mr. Ng Guan Tee 8,499,930 4.51

Mr. Lee Kang Hoe 4,807,540 2.55

Mr. The Wing Kwan 4,700,090 2.49

Ms. Tracy Kuok Kian Bee 2,819,865 1.50

Mr. Johanes Tang Widjaja 1,835,957 0.97

Amrita Capital Limited 1,431,915 0.76

Mr. Chan Sing En 1,010,000 0.54

Mr. Chin Yen Low 1,000,000 0.53

Powerwide Pty Ltd 119,976 0.06

Mr. Anthony Lee 119,915 0.06

Linpark Holdings Pty Ltd (ALF S/F A/C) 103,779 0.06

Amrita Capital Ltd 99,980 0.05

Mr. Ong Kok Wah 99,980 0.05

Mr. Lim Ho Kee 99,979 0.05

Ms Kathleen Mary Meinck 93,981 0.05

179,965,727 95.50

Other shareholders 8,488,027 4.50

188,453,754 100.00

Twenty largest option holders $0.20 options expiring 30 September 2010

Ordinary shareholders

Merrill Lynch (Australia) Nominees Pty Limited 362,327 26.93

Mr. Aurelio Costarella (Costorella Investments A/c) 119,976 8.92

Mr. Anthony James Ellis 89,971 6.69

Rimoh Pty Ltd 73,867 5.49

Mrs. Jennifer Jill Fogarty 59,988 4.46

Celtic Capital Pty Ltd (The Celtic Capital A/c) 56,238 4.18

Foundation Superannuation Fund Pty (Foundation Super Fund

A/c) 50,989 3.79

Platinum United Securities Pty Ltd 44,991 3.34

Mr. Ian Ralph Lonnie & Mrs Margaret Rose Lonnie (M I Super

Fund A/c) 44,346 3.30

Planmoor Investments Pty Ltd 39,142 2.91

Mr. Simon Lee Robertson & Ms Myfanwy Lynette Edwards 38,617 2.87

Eladin Pty Ltd (Eladin Family A/c) 32,493 2.42

Mr. Enzo Almonte (The Almonte Superannuation Fund A/c) 29,994 2.23

Eladin Pty Ltd (GTG Superannuation A/c) 28,294 2.10

Equitas Nominees Pty Ltd (Group A/c) Broking Operations 24,370 1.81

Mr Brain Lee & Mrs. Audrey Lee 21,745 1.62

Sky Rocket Investments Pty Ltd (Sky Rocket Investments A/c) 17,996 1.34

Mr. John Richard Snell 17,996 1.34

Mr. Blair Edward Sergeant & Mrs. Bronwyn Gaye Lukic (Rio

Grande Do Norte S/F A/c) 16,421 1.22

Mr. Santino Di-Giacomo 16,151 1.20

1,185,912 88.14

Other shareholders 159,551 11.86

1,345,463 100.00

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