Foresight Group Holdings
Annual Report 2022

Plain-text annual report

Annual Report 2022 Rural and Regional Communication Solutions Contents CEO Update Corporate Directory Directors’ Report Auditors’ Independence Report Financial Statements Directors’ Declaration Independent Auditors’ Report Shareholder Information 4 6 8 19 20 50 51 57 2 Field Solutions Holdings Limited and Controlled Entities Annual Report 20225 year on year growth in: Revenue, EBIT, EBITDA, Cash flow from operations 127% increase in revenue under construction 16new networks 113% increase in EBITDA 3 Field Solutions Holdings Limited and Controlled Entities Annual Report 2022CEO Update Dear Shareholders, I am delighted to report on our strong FY22 results. Amidst a challenging climate, dealing with the continued impact of COVID-19, political and economic changes and a series of natural disasters, our team has once again delivered exceptional organic growth in line with our strategy. FY22 saw FSG deliver on expectation for both revenue and EBITDA. Guidance was met despite flooding in Northern NSW and Southern QLD delaying the completion of 3 planned networks. These networks and associated revenue will now flow into FY23. Our FY22 results, enhanced by the acquisition of TasmaNet, and key organic growth across our business, show how our ‘can-do’ culture is supporting our mission to build a full-service telecommunications group focused on rural, regional, and remote Australia. FY22 Highlights FY22 represented FSG maturing keys areas of the business. Our management team focused on establishing a sales and marketing capability specifically oriented to deliver high value connectivity and managed services products regionally with industry focus on mining and agribusiness. Our drive is to ensure FSG is not only the connectivity provider in rural, regional, and remote Australia, but also the key partner and supplier of cloud services, managed services and telephony. FSG completed the first phase of our nationwide NBN connectivity project, directly connecting to all 121 NBN Points of Interconnect (POI’s) across Australia. At the same 4 Field Solutions Holdings Limited and Controlled Entities time, we soft launched our Optus MVNO, with production launch in FY23. FSG acquired TasmaNet Pty Ltd in Dec 2021. Strategically, TasmaNet added a team of highly skilled and experienced network, cloud and infrastructure engineering staff, together with a comprehensive set of products and services, adding depth and scale to our managed services capability. FSG has established itself as a thought leader in the design and delivery of LEO based satellite to business and government. As both a OneWeb partner for Australia and one of the very early adopters and testers of Starlink’s business and backhaul products, FSG has created a product suite delivering, monitoring, and optimising the use of LEO for business purposes, improving speed to market, resilience and further validating our mission of delivering connectivity where there is none. FSG has been engaged with Queensland Government agencies and several large enterprises to implement and test LEO at scale. FSG maintains a significant infrastructure delivery pipeline, with 16 new networks under construction and due to be delivered in FY23. We continue to deliver essential telecommunications infrastructure in regional areas which forms the backbone of our infrastructure and active sharing mobile strategy. As reported last year, FSG is in the process of constructing the network to deliver Australia’s first Neutral Host and Domestic Roaming Trial with our strategic partner OPTUS. Additionally, this year FSG was selected to lead the $300M New South Wales Government’s Mobile Connectivity Project, Active Sharing Partnership (MOCN) program. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022CEO Update continued During Phase 1 of the program, which concluded in July 2022, FSG worked with Telstra, Optus, TPG and a range of 3rd tier carriers to design a working model for Active Neutral Host Sharing. Phase 2 of the project commences in September 2022. We start FY23 with 16 new networks under construction across rural, regional, and remote Australia. Once built, our networks will cover over 186,000 square kilometres, confirming FSG as owning and operating the largest non- NBN fixed wireless network in Australia. FSG selected and established strategic partnerships with Nokia (Radio Access Network) and Mavenir (Core Network Software) as technology partners for the FSG RAN, Australia’s 4th Mobile Network. Both technology vendors are global industry leaders in their disciplines and enable FSG to operate best of breed 4G / 5G services. FY22 Financial Performance Our FY22 financial performance demonstrates FSG’s focus on delivering multiple revenue streams utilising our regional infrastructure assets and nationwide NBN network. FY22 also saw substantial revenue growth in our managed services practice which are specifically aimed at delivering products and services to business and agribusiness. Revenue of $42.8M representing an increase of 127% (FY21: $18.8M). EBITDA increased 113% to $4.6M (FY21: $2.2M). FY22 was our 6th year of positive cashflow from operations of $7.0M (FY21: $2.3M). This highlights the growth of our underlying regionally focused business and the introduction of complementary products and services. It also highlights that our growth is predominantly associated with our core operating business and not the infrastructure business. We continue our financial investment in building new network infrastructure across Australia and invested a record $10.4M in FY22. Three network projects in Northern NSW and Southern QLD were delayed due to flooding associated with the extended weather events impacting the East Coast of Australia and are now set to be completed during H1 FY23. At the close of FY22, FSG has approximately $43.7M of executable project backlog to deliver in the next 24 months. The Year Ahead FSG listed because there is something special and challenging about our business model. This year, the group’s effort, dedication, and hard work over the past six years has been rewarded. The additional capability and products delivered by the acquisition of TasmaNet sets the foundation of a new and exciting range of Managed Services and Cloud Services products to be deployed across our networks. In July, FSG announced a 5-year enterprise managed IT services contract with Kestrel Coal valued at approx. $25M. This win reinforces the strategic value of our TasmaNet acquisition, and our focus on our strategic emerging sectors which include Mining & Resources and Agtech (Agriculture Technology). 5 Field Solutions Holdings Limited and Controlled Entities FY23 will see FSG continue the rollout of the Regional Australia Network (RAN), Australia’s 4th Mobile Network. This further distinguishes FSG’s position as the leading mobile phone carrier, and fixed wireless service provider, totally focused on rural, regional, and remote Australia. As reported last year, FSG has been selected by the Australian Federal Government to trial the use of Neutral Hosting. FY23 will see this project commence operational trials. FSG has secured OPTUS’ participation in this trial alongside FSG, and work continues to encourage participation by both Telstra and TPG/Vodafone. The Active Neutral Host model enables FSG to deliver both our Regional Australia Network (RAN) network and wholesale mobile phone services for rural, regional, and remote Australia. Fundamental to this model, is the importance of providing shared services across each telecommunications tower deployed by FSG. Each tower and its electronics can be utilised by all mobile phone operators. This is an incredible win-win for all involved, delighting customers, reducing costs for mobile phone operators, eliminating infrastructure duplication, and realising more value from Federal and State Government investment. FSG has and will continue to develop and deliver innovative digital and telecommunications solutions to our customers, and we are incredibly proud to be able to provide essential services for rural, regional, and remote Australia. I look forward to sharing an exciting FY23 with you all. As always, we have set ourselves another set of audacious goals and we hope you will continue to be part of our journey. Finally, I thank our board, shareholders, staff, and business partners whose significant contribution and support enabled the success we report today and is the bedrock of our future performance. Stay healthy, stay safe and stay connected. Andrew Roberts CEO Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Corporate Directory GENERAL INFORMATION The financial statements cover Field Solutions Holdings Limited as a Consolidated Group consisting of Field Solutions Holdings Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Field Solutions Holdings Limited’s functional and presentation currency. Field Solutions Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Auditors Hall Chadwick Level 40, 2 Park Street SYDNEY NSW 2000 Tel: (02) 9263 2600 Stock exchange listing Field Solutions Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: FSG). Registered office c/- KPMG 33 George Street Launceston TAS 7250 Australia Principal place of business Suite 38 23 Narabang Way Belrose NSW 2085 Australia Automic – share registry Level 5, 126 Phillip Street SYDNEY NSW 2000 Tel: +61 2 9698 5414 Website - www.fieldsolutions-group.com Corporate governance statement The directors and management are committed to conducting the business of Field Solutions Holdings Limited in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations (Third Edition) (‘Recommendations’) to the extent appropriate to the size and nature of the Group’s operations. The Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any recommendations that have not been followed, which is approved at the same time as the Annual Report can be found at: https://fieldsolutions-group.com/company/corporate- governance/ A description of the nature of the Group’s operations and its principal activities are included in the Directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 24 August 2022. The Directors have the power to amend and reissue the financial statements. Directors at 30 June 2022 n Dr Kenneth Carr n Mr Andrew Roberts n Mr Mithila Ranawake n Ms Wendy Tyberek n Dr Phillip Carter Company Secretary n Mr Graham Henderson (joint) n Ms Wendy Tyberek (joint) 6 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Australia’s 4th mobile network operator Australia’s first active neutral host mobile operator Over 150 telecommunication towers 7 Field Solutions Holdings Limited and Controlled Entities Directors’ Report continuedAnnual Report 2022Directors’ Report Your Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Field Solutions Holdings Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2022. GENERAL INFORMATION Directors The following persons were Directors of Field Solutions Holdings during or since the beginning of the financial year up to the date of this report. Appointed Dr Kenneth Carr Mr Andrew Roberts Mr Mithila Ranawake Ms Wendy Tyberek Dr Phillip Carter 2 May 2014 13 March 2017 23 November 2010 5 October 2018 21 February 2019 Operating and Financial Review Principal Activities The principal activities of the consolidated group (Group) during the financial year were to develop and deliver communications products and services. These activities in detail are: n Telecommunications services designing, building and operating telecommunications networks in rural, regional and remote Australia. n Operating its Retail Service Providers, JustISP, ANT Communications and TasmaNet, delivering true broadband solutions to residents, business and agribusiness in rural, regional and remote Australia. n Operating its VOIP retail and wholesale business, FreshTel, delivering VOIP retail and wholesale VOIP solutions. n Operating its Field Wholesale B2B business, delivering data and voice services to retail service 8 Field Solutions Holdings Limited and Controlled Entities providers, internet service providers and managed service providers. n Operating Infrastructure as a service, private and public cloud services, security and managed services directly via our retail service providers and via our wholesale channel. n Providing communications software development and maintenance services. Our Business Model and Objectives Key elements and underlying objectives of our business model are: n To deliver “true broadband” being the provision of symmetric services to rural, regional, and remote communities n To ‘not rely’ on the current 3G/4G and future 5G technologies for the delivery of broadband in rural, regional, and remote Australia n To work in partnership with each local community to service their exact telecommunications requirements n To ensure local support services are in place in each regional community n To deliver long term, multi-use telecommunication assets in rural, regional, and remote communities FSG operates as a telecommunications carrier and retail service provider, building infrastructure in partnership with each local government and local community and deploying telecommunications assets deep into rural, remote and regional Australia. These infrastructure assets service the technology needs for agribusiness, business and residents, and are sold through retail brands JustISP and ANT Communications, and TasmaNet. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022  Servicing 6States & Territories Australia’s LEADING rural & remote ISP 9 Field Solutions Holdings Limited and Controlled Entities 9 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022The Group also delivers wholesale services to selected partners, agents and resellers that focus on servicing other wireless internet service providers and systems integrators located in rural, regional and remote Australia. Today, the Group operates network in Tasmania, New South Wales, Victoria, Western Australia, Northern Territory and Queensland. COVID-19 Impact COVID-19 has impacted the business and timing of revenue across FY22. Local and Global impacts to our supply chains and the working of government has seen FSG’s large construction projects delayed by 4 months. The management team have put in place a range of operational measures to control cost and protect staff in line with Government guidelines. Review of Operations The revenue for the Group was $42,793,050 (2021 $18,845,631) representing an increase of 127%. The Group reported a positive EBITDA of $4,602,367 (2021 positive $2,249,026) and Cashflows from Operations of $7,041,074 (2021 $2,281,434). The increase in EBITDA (113%) from prior year represents expanded operations and improvement in operational efficiencies. During the period the Group continued to deploy and expand its carrier network across NSW, QLD, WA, VIC and NT. Likely developments and expected results of operations The Group is well placed to continue its recent growth trajectory in FY23 and is expected to generate an increase in revenue consistent with its expanding operations and construction projects. The Group’s intention for FY23 is to grow regional revenues and attract furth0er Government and Enterprise revenues utilising in-place and constructed, regional telecommunications assets. FY23 will also see FSG deploy the Regional Australia Network (RAN), Australia’s 4th mobile network operator. Together with the above organic and Government supported growth, the Group will evaluate accretive acquisition opportunities 10 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Information relating to Directors and Company Secretary Ken Carr Chairman and Non-Executive Director (PhD Bus Adm. MBA) Dr Carr is a seasoned, non-executive director and chair, having held CEO/MD roles in 5 ASX listed companies primarily in the, telecoms, banking, payments and electronic manufacturing sectors and non- executive director roles in 3 others, including 2 as chair. Dr Carr first joined the Freshtel board in February 2010. He has formerly held CEO and Board positions on several listed entities in Australia and overseas, most recently as CEO of Intec Limited (ASX:ITQ), and prior was Managing Director of Rubik Financial Limited (ASX:RFL). Previously he has held senior executive positions at IBM, AT&T, and Lucent Technologies and British Telecom. His main experience is related to corporate restructuring and transformation, which has included several JVs and mergers and acquisitions in many countries. Dr Carr left the Board in February 2013 and re- joined Freshtel on 2 May 2014. The board considers Dr Ken Carr to be an independent director as Dr Carr is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement. Mithila Nath Ranawake Non-Executive Director (BBus, MBA, CPA, FAICD) Andrew Roberts Executive Director (AICD) Mr Roberts is a business executive / entrepreneur with over 25 years’ experience in the IT industry in Australia, New Zealand, Asia Pacific, and the United Kingdom. He has extensive strategic IT and commercial experience in business aggregation, business analysis/strategy, sales, marketing, professional services, operations and general management. Mr Roberts has direct experience in building and growing IT and cloud- based companies from start-up to sale. He has previously been a director of Comops Limited (ASX: COM) and was recently head of strategy and cloud operations at Rubik Financial Limited (ASX: RFL). Mr Roberts was also the deputy chair of the Young and Well Cooperative Research Council, a federally funded not-for- profit organisation focusing on the use of technology to assist wellbeing in young people’s lives. Mr Ranawake was elected to the Freshtel board on 23 November 2010. Mr Ranawake has over 20 years of experience in the telecommunications industry in Asia Pacific, Australia, India and China, combined with a strong background in finance, mergers and acquisitions, information systems, sales, change management, strategy and business development acquired across a number of industries. In his most recent role Mr Ranawake was the chief financial officer of Konekt Limited, an ASX listed workplace health solutions provider. Prior to that he was the CFO of Consistel Group in Singapore where he was instrumental in raising funds from Intel Capital and JAFCO Asia. Prior to joining Consistel, Mithila was the CFO of LongReach Group Limited, an ASX listed Australian telecommunications equipment manufacturer and vendor, where he was involved in raising capital and managing its merger. He has held senior management positions in Telstra Corporation, British Telecom and Marconi. Mr Ranawake also has several years of experience in gas, electric and petroleum industries. The board considers Mithila Nath Ranawake to be an independent director as Mr Ranawake is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement. 11 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Wendy Tyberek Finance Director and Company Secretary (joint) (CA, AICD, BBus) Ms Tyberek is a chartered accountant with over 25 years experience in financial business management and related technologies in Australia and the UK. Wendy is the Finance Director and CFO and leads the finance team for FSG, responsible for the finance, compliance and reporting functions within the group. She is a hands-on CFO focussed on achieving results and has extensive experience in leading teams to develop and deliver financially successful technology- based solutions to private and public- sector enterprises. Her previous roles have included senior positions with MYOB, Comops (ASX:COM), Solution 6 and Deloitte. Dr Phillip Carter Non-Executive Director (PhD, MAppFin, BEng, SFFIN, FAICD) Mr Graham Henderson Company Secretary (joint) (Brecon, B.A.,M.A., M.Hist. FGIA) Mr Henderson has had many years’ experience in the management of public companies, both listed and not for profit entities. He joined Freshtel Holdings as Company Secretary in September 2010, and acted as CFO until the acquisition by Field Solutions in April 2017. Phillip is a joint managing director of Kestrel Capital Pty Ltd. He has extensive experience developing and financing technology rich industrials in Australia, Europe and the United States of America. As chairman of Prism Group Holdings (a developer of enterprise management information systems software), he led the restructure and turnaround of its global operations and subsequent sale of the business to a US competitor, delivering significant returns to investors. Previously, Phillip headed a leading United Kingdom technology consulting and investment advisory practice and managed the InterTechnology Fund, recognised by the European Private Equity and Valuations Capital Association (EVCA) as one of the most active development capital funds in Europe. Other current directorships: Kestrel Growth Companies Limited, Tambla Limited and Chant West Holdings Limited. 12 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: n Principles used to determine the nature and amount of remuneration n Details of remuneration n Share-based compensation n Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for key management personnel (KMP) performance is competitive and appropriate for the results delivered. The framework aligns executive reward for the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices: n competitiveness and reasonableness n acceptability to shareholders n performance linkage / alignment of executive compensation n transparency The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The remuneration policy of Field Solutions Holdings Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and having regard to the current incentive to achieve and earnings milestones pursuant to the acquisition of Field Solutions Group Pty Ltd and other businesses where short term incentives (STI’s) are offered. The Board has established a long term employee incentive plan (LTIP) which was presented for review and ratification at the 2020 AGM. The Board believes that the current remuneration policy, together with the ESOP to be appropriate and effective in its ability to attract and retain high-quality KMP to run and manage the consolidated 13 Field Solutions Holdings Limited and Controlled Entities Group, as well as to provide goal congruence between directors, executives and shareholders. The Board’s policy for determining the nature and amount of remuneration for KMP of the consolidated Group is as follows: n All KMP receive a base salary (based on factors such as length of service and experience), superannuation, STI and become eligible to participate in the Company ESOP (subject to Board invitation). n Other performance incentives (such as STI’s) are generally only paid once pre-determined key performance indicators have been met. n Incentives in the form of ESOP options and shares are intended to align the interests of KMP and the Company with those of shareholders. n The remuneration committee reviews KMP packages annually by reference to the consolidated Group’s performance, executive performance and comparable information from industry sectors. The performance of KMP is measured against criteria agreed annually with each executive and is based on individual and by reference to the consolidated Group’s performance. All bonuses and incentives must be linked to predetermined performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance / results leading to long term growth in shareholder wealth. KMP receive a superannuation guarantee contribution required by the government, which is 10% for FY22 and increasing to 10.5% for FY23 of the individual’s average weekly ordinary time earnings (AWOTE). Other than the entitlements provided under the Group’s defined contribution superannuation arrangements, KMP do not receive any other retirement benefits. All remuneration paid to KMP is valued at the cost to the company and expensed. The Board’s policy is to remunerate KMP (including non- executive directors) at market rates for time, commitment and responsibilities. The board currently determines payments to KMP and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the annual general meeting. Options granted under the ESOP do not carry dividend or voting rights. The board is responsible for determining any conditions attaching to the options (including issue price, exercise price, vesting conditions, and conditions of exercise). Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Engagement of Remuneration Consultants The Board did not engage any remuneration consultants during the financial year. The Board will consider the appropriateness of appointing a remuneration consultant during FY23 to review the elements of KMP remuneration and to provide appropriate recommendations. Performance based Remuneration KPIs for management and other staff are set annually, in consultation with the Board Remuneration Committee. The measures are specifically tailored to the area each individual is involved in and has a level of control over. The KPIs target areas are those the Board believes hold greater potential for Group expansion and profit, covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and, in some instances, relevant industry standards. Performance against KPIs is assessed annually, with any KPI related bonuses being awarded based on achievement of the relevant KPIs (see below for further information regarding cash bonuses). Following the assessment, the KPIs are reviewed by the Board in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPIs are set for the following year. In determining whether or not a KPI has been achieved, Field Solutions Holdings Limited bases the assessment on audited figures and quantitative and qualitative data. Relationship between Remuneration Policy and Company Performance The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. Two methods have been applied to achieve this aim, the first being a performance based bonus based on KPIs, and the second being the establishment of an ESOP (under which KMP are eligible participants, subject to Board invitation) to encourage the alignment of personal and shareholder interests. The Board is of the opinion that the above remuneration policy will enhance company performance going forward. Performance Conditions Linked to Remuneration The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of cash bonus reward schemes, in particular the incorporation of incentive payments based on the achievement of Group budgets. The Group does not currently have any cash bonus rewards schemes tied to the company’s share price, preferring at this stage to align such cash bonus rewards to operational performance. The objective of the reward schemes is to both reinforce the short and long-term goals of the Group and provide a common interest between management and shareholders. The satisfaction of the KPIs is based on a review of the audited financial statements of the Group. 14 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group for the 2022 year are set out in the following tables. Long-term benefits Share-based payments Performance based Cash bonus $ Non- monetary $ Super- annuation $ Long service leave $ Equity- settled $ % remuneration $ Total $ Short-term benefits Cash salary and fees $ 80,000 54,545 48,000 - - - 390,000 216,782 129,210 66,000 - 68,000 - - 266,432 237,980 225,116 1,586,855 100,000 33,000 33,000 361,210 Non-Executive Directors: Dr Kenneth Carr Mr Mithila Nath Ranawake Dr Philip Carter Executive Directors: Mr Andrew Roberts Ms Wendy Tyberek Secretary: Ms Wendy Tyberek Mr Graham Henderson Other KMP: Mr Philippe Benoliel Mr Neil Louis (a) Mr Robert Vernon (a) Terminated 30 June 2022 - - - - - - - - - - - - 5,455 4,800 23,568 22,937 - - 23,568 25,639 25,512 131,479 - - - - - - - - - 253,167 162,835 - - - 181,645 - 336,594 - - 406,600 - 1,340,841 - - - - - - - 80,000 60,000 305,967 705,613 305,719 - 68,000 571,645 - 633,213 - - 690,228 - 3,420,385 Details of the remuneration of key management personnel of the Group for the 2021 year are set out in the following tables. Short-term benefits Cash salary and fees $ 55,000 48,000 48,000 295,000 165,000 - 60,000 228,311 899,311 Non-Executive Directors: Dr Kenneth Carr Mr Mithila Nath Ranawake Dr Philip Carter Executive Directors: Mr Andrew Roberts Ms Wendy Tyberek Secretary: Ms Wendy Tyberek Mr Graham Henderson Other KMP Mr Philippe Benoliel Long-term benefits Share-based payments Performance based Cash bonus $ Non- monetary $ Super- annuation $ Long service leave $ Equity- settled $ % remuneration $ Total $ - - - - - - - - - - - - - - - - - - 5,225 4,560 4,560 20,531 - - - 21,690 56,566 - - - - - - - - - 33,263 33,263 76,149 162,835 233,263 - - - - - - - - - 93,488 85,823 128,709 478,366 398,263 60,000 109,167 647,940 - 359,168 - 1,603,817 15 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Share-based compensation Issue of shares Shares issued to Directors and other key management personnel as part of compensation during the year ended 30 June 2022 are disclosed above. Options There were no options over ordinary shares issued to KMP as part of compensation for the period ended 30 June 2022. Performance Rights There were no performance rights issued to KMP as part of compensation for the period ended 30 June 2022. Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at the start of the year 3,000,000 2,066,667 215,034,995 211,972,169 72,212,546 2,900,000 - 2,000,000 509,186,377 Received as part of remuneration - - - - - 483,202 - - 483,202 Additions 7,000,000 7,000,000 - 12,000,000 - 4,659,486 563,060 600,000 31,822,546 Disposals/ other - 1,000,000 - - - 200,000 - - 1,200,000 Balance at the end of the year 10,000,000 8,066,667 215,034,995 223,972,169 72,212,546 7,842,688 563,060 2,600,000 540,292,125 Dr Kenneth Carr Mr Mithila Nath Ranawake Mr Andrew Roberts Ms Wendy Tyberek Dr Phillip Carter Mr Philippe Benoliel Mr Robert Vernon Mr Graham Henderson Option holding There were 11,256,918 options over ordinary shares in the Company held during the financial year by each Director and other key management personnel of the Group, including their personally related parties Grant date 30 March 2020 31 March 2021 31 March 2021 31 March 2021 Expiry date 30 June 2023 31 March 2024 31 March 2024 31 March 2024 Exercise price $0.06 $0.03 $0.045 $0.06 Number under option 4,256,918 3,000,000 2,000,000 2,000.000 11,256,918 Other transactions with KMP and their related parties During the year directors Ken Carr, Matt Ranawake and Wendy Tyberek exercised 21,000,000 options into FSG ordinary shares. These shares are included in the Shareholding table above. Shares under option There were no unissued ordinary shares of Field Solutions Holdings Limited based on options outstanding at the date of this report apart from those held by the Directors and KMP set out above. Options holders do not have any rights to participate in any issues of shares or 16 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Performance rights There were performance rights over ordinary shares in the Company held during the financial year by each Director and other key management personnel of the Group, including their personally related parties. Performance rights Mr Andrew Roberts Philippe Benoliel Balance at the start of the year Received as part of remuneration Conversion to shares Disposals/ other Balance at the end of the year 39,000,000 26,000,000 65,000,000 - - - - - - - - - 39,000,000 26,000,000 65,000,000 This concludes the remuneration report, which has been audited. 17 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Indemnity and insurance of officers Non-audit services The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. There were no non-audit services provided during the financial year by the auditor. Officers of the Company who are former partners of Hall Chadwick There are no officers of the Company who are former partners of Hall Chadwick. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors’ report. Auditor Hall Chadwick continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors Ken Carr Director Mithila Ranawake Director 24 August 2022 Australia 18 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Directors’ Report continuedAnnual Report 2022Financial Statements FOR THE YEAR ENDED 30 JUNE 2022 20 Field Solutions Holdings Limited and Controlled Entities Annual Report 2022Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2022 Revenue Expenses Communication and ISP Costs Employee benefit expense Depreciation and amortisation Other Direct Costs Share Based Payments Administration Profit before income tax expense Income tax benefit Consolidated Group Note 2022 $ 2021 $ 4 42,793,050 18,845,631 (20,052,940) (9,399,460) (3,485,082) (3,751,138) (583,354) (4,641,793) (8,347,916) (3,931,385) (1,623,523) (2,228,604) (553,627) (1,699,382) 5 879,284 448,572 461,194 1,665,798 Profit after income tax expense for the year attributable to the Owners of Field Solutions Holdings Limited Other comprehensive income for the year, net of tax 1,327,856 2,126,992 - - Total comprehensive income for the year attributable to the Owners of Field Solutions Holdings Limited 1,327,856 2,126,992 Basic earnings per share Diluted earnings per share 32 32 Cents 0.17 0.15 Cents 0.41 0.34 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 21 Field Solutions Holdings Limited and Controlled Entities Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121Consolidated statement of financial position As at 30 June 2022 Assets Current assets Cash and cash equivalents Trade and other receivables Other assets Income tax Total current assets Non-current assets Property, plant and equipment Right of use assets Intangibles Deferred tax assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Lease liabilities Borrowings Employee benefits Contract liabilities Total current liabilities Non-current liabilities Employee benefits Deferred tax liabilities Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity Consolidated Group Note 2022 $ 2021 $ 7 8 9 5 10 16 11 5 12 16 13 14 15 14 5 16 9,965,623 9,446,297 664,295 991,800 21,068,016 18,613,295 5,975,822 15,069,366 1,090,448 40,748,931 183,602 4,785,258 112,566 991,800 6,073,226 7,896,371 833,254 1,450,864 412,698 10,593,187 61,816,948 16,666,413 11,597,112 1,762,745 - 361,524 1,591,739 15,313,120 797,347 132,318 4,121,525 5,051,190 3,054,882 315,163 953,928 264,602 426,361 5,014,936 - 242,942 866,970 1,109,912 20,364,310 6,124,848 41,452,637 10,541,565 17 18 19 38,406,595 961,233 2,084,809 9,190,696 593,916 756,953 41,452,637 10,541,565 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 22 Field Solutions Holdings Limited and Controlled Entities Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121Consolidated statement of changes in equity For the year ended 30 June 2022 Consolidated Group Issued capital $ Reserves $ Retained profits $ Total equity $ Balance at 1 July 2020 Profit after income tax expense for the year Other comprehensive income for the year, net of tax 8,358,058 - - 572,927 - - (1,370,039) 2,126,992 - 7,560,946 2,126,992 - Total comprehensive loss for the year - - 2,126,992 2,126,992 Issue of shares from Options exercise Issued capital cancelled options Shares issued on conversion of convertible notes Issue of shares from conversion of performance rights Share reserve - Grant of Options and performance rights 300,000 - 254,920 277,718 - (92,252) (6,725) (254,920) (200,000) 574,886 - - - - - 207,748 (6,725) - 77,718 574,886 Balance at 30 June 2021 9,190,696 593,916 756,953 10,541,565 Consolidated Group Issued capital $ Reserves $ Retained profits $ Total equity $ Balance at 1 July 2021 Profit after income tax expense for the year Other comprehensive income for the year, net of tax 9,190,696 - - 593,916 - - 756,953 1,327,856 - 10,541,565 1,327,856 - Total comprehensive income for the year - - 2,084,809 11,869,421 Issue of capital, net of costs Conversion of directors options Issue of capital for business acquisition Conversion of performance shares Share based payments Employee share subscription 18,999,999 1,099,580 8,544,640 39,127 101,823 430,730 - (199,580) - (16,457) 583,354 - - - - - - - 18,999,999 900,000 8,544,640 22,670 685,177 430,730 Balance at 30 June 2022 38,406,595 961,233 2,084,809 41,452,637 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 23 Field Solutions Holdings Limited and Controlled Entities Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121Consolidated statement of cash flows For the year ended 30 June 2022 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest paid Refund / (payment) of income tax Net cash from operating activities Cash flows from investing activities Payment for purchase of business, net of cash acquired Payments for property, plant and equipment Payments for intangibles Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Costs of raising capital Payment of leases Proceeds from short-term borrowings Repayment of short-term borrowings Net cash from financing activities Consolidated Group Note 2022 $ 2021 $ 39,381,410 (32,102,064) (238,001) - 7,041,074 15,153,709 (14,448,218) (164,309) 1,740,252 2,281,434 28 (2,706,213) (11,589,480) (1,096,432) (15,392,125) - (3,158,458) (198,259) (3,356,717) 21,377,754 (922,531) (1,368,225) 856,948 (1,810,876) 300,000 - (190,859) 1,278,928 (561,910) 18,133,070 826,159 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 9,782,018 183,602 9,965,620 (249,124) 432,726 183,602 7 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 24 Field Solutions Holdings Limited and Controlled Entities Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121Notes to the consolidated financial statements For the year ended 30 June 2022 NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property, plant and equipment and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in Note 25. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Field Solutions Holdings Limited (‘Company’ or ‘parent entity’) as at 30 June 2022 and the results of all subsidiaries for the year then ended. Field Solutions Holdings Limited and its subsidiaries together are referred to in these financial statements as the ‘Group’. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the 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. 25 Field Solutions Holdings Limited and Controlled Entities Intercompany transactions, balances and unrealised gains on transactions between entities in the Group 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. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Revenue Communication Services Customers usually pay in advance for communication services on a monthly basis, typically at the commencement of the month. Customers typically pay for hardware and other equipment at the time of sale. Revenue from the sale of handsets and other equipment is recognised when control of the handset and other equipment has transferred to the customer. The transactions price is determined at the rates stipulated in the contract with the customer. Telecommunication Infrastructure The Group has been engaged by a number of councils to assist with building infrastructure across a number of shires. Contracts typically involve a number of separate performance obligations and the transaction price is allocated across these performance obligations. The performance obligations are typically aligned with the respective milestones. Where amounts are received in advance of fulfilment of those respective performance obligations the Group recognises a contract liability. A contract asset is recognised where the performance obligations have been satisfied but not yet billed due to a milestone payment. The Group considers cost-to- cost method an appropriate measure of progress for the completion of the performance obligation. The cost-to- cost method is based on the proportion of the contract costs incurred for the work performed to date relative to the estimated total contract costs. Once an invoice is issued, the corresponding contract asset is reclassified to Annual Report 2022Field Solutions Holdings LimitedABN 92 111 460 121Notes to the consolidated financial statements continued trade receivables. No significant financing components have been identified in the contracts with the councils as the period between meeting of the performance obligation and milestone payments. Contract Liabilities Revenue is recognised for sales of telecommunications services when control of the service passes to the customer. This occurs when the services are delivered to the customer. The amount received at the time of the sale transaction is recognised as a contract liability until delivery takes place and control passes. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Income tax The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: n When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or n When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. 26 Field Solutions Holdings Limited and Controlled Entities The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Tax Consolidation The company and its wholly-owned Australian resident entities have formed a tax consolidated Group and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated Group is Field Solutions Holdings Limited. Tax expense/ income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated Group are recognised in the separate financial statements of the members of the tax- consolidated Group using the “separate taxpayer within group” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated Group are recognised by the Company (as head entity in the tax- consolidated Group). Due to the existence of a tax funding arrangement between the entities in the tax consolidated Group, amounts are recognised as payable to or receivable by the Company and each member of the Group in relation to the tax contribution amounts paid or payable between the Parent Entity and the other members of the tax consolidated Group in accordance with the arrangement. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non- current. A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non- current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Property, Plant and equipment 3-25 years Fixtures and fittings Motor Vehicles 3-10 years 3-5 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits. Employee costs and consulting costs associated with consulting and installing certain specialised assets during the year ended 30 June 2022 are appropriately capitalised. The cost of fixed assets constructed within the Consolidated Group includes the cost of materials, direct labour, borrowing cots and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and 27 Field Solutions Holdings Limited and Controlled Entities maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred. Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Employee costs and consulting costs associated with consulting and installing certain specialised assets during the year ended 30 June 2022 are appropriately capitalised Customer contracts Customer contracts acquired in a business combination or asset acquisition contract are amortised on a straight- line basis over the period of their expected benefit, being their finite life of 2-5 years. Intellectual Property IP acquired in a business combination or asset acquisition contract is amortised on a straight-line basis over the period of their expected benefit, being their finite life of 2-5 years. Impairment of non-financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in- use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated financial statements continued Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short- term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at 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 expected future wage and salary levels, 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. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 28 Field Solutions Holdings Limited and Controlled Entities Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition- date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non- controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Where the business combination is achieved in stages, the Group re-measures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not re-measured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non- controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition- date, but only after a reassessment of the identification and measurement of the net assets acquired, the non- controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition- date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued acquirer receives all the information possible to determine fair value. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the Owners of Field Solutions Holdings Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax (‘GST’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Financial Instruments Initial recognition and measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed 29 Field Solutions Holdings Limited and Controlled Entities to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied as specified in AASB 15.63. Classification and subsequent measurement Financial liabilities Financial instruments are subsequently measured at: n amortised cost; or n fair value through profit or loss. A financial liability is measured at fair value through profit and loss if the financial liability is: n a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies; n held for trading; or n initially designated as at fair value through profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition. A financial liability is held for trading if: n it is incurred for the purpose of repurchasing or repaying in the near term; n part of a portfolio where there is an actual pattern of short-term profit taking; or n a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in a effective hedging relationships). n Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship are recognised in profit or loss. n The change in fair value of the financial liability attributable to changes in the issuer’s credit risk is taken to other comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued should be taken to profit or loss rather than other comprehensive income. A financial liability cannot be reclassified. Financial assets Financial assets are subsequently measured at: n amortised cost; n fair value through profit or loss. Measurement is on the basis of two primary criteria: n the contractual cash flow characteristics of the financial asset; and n the business model for managing the financial assets. A financial asset that meets the following conditions is subsequently measured at amortised cost: n the financial asset is managed solely to collect contractual cash flows; and n the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. By default, all other financial assets that do not meet the measurement conditions of amortised cost are subsequently measured at fair value through profit or loss. The Group initially designates a financial instrument as measured at fair value through profit or loss if: n it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases; n it is in accordance with the documented risk management or investment strategy, and information about the groupings was documented appropriately, so that the performance of the financial liability that was part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis; n it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the contract. The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised. Derecognition Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. 30 Field Solutions Holdings Limited and Controlled Entities Derecognition of financial liabilities A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Derecognition of financial assets A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All of the following criteria need to be satisfied for derecognition of financial asset: n the right to receive cash flows from the asset has expired or been transferred; n all risk and rewards of ownership of the asset have been substantially transferred; and n the Group no longer controls the asset (i.e. the Group has no practical ability to make a unilateral decision to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss. On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings. Compound instruments (convertible notes) issued by the Group are classified as either financial liabilities or equity in accordance with the substance of the arrangements. An option that is convertible and that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments will be classified as equity. The fair value of the liability component is estimated on date of issue. This is done by using the prevailing market interest rate of the same kind of instrument. This amount is recognised using the effective interest method as a liability at amortised cost until conversion or the end of life of the instrument. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued The equity portion is calculated by deducting the liability amount from the fair value of the instrument as a whole. The equity portion is not remeasured after initial recognition. Equity will remain as such until the option is exercised. When the option is exercised a corresponding amount will be transferred to share capital. If the option lapses without the option being exercised the balance in equity will be recognised in profit or loss. Costs of the transaction of the issue of convertible instruments are proportionally allocated to the equity and liability. Transaction costs in regards to the liability are included in the carrying amount of the liability and are amortised over its life using the effective interest method. Transaction cost in equity is directly recognised in equity. Impairment The Group recognises a loss allowance for expected credit losses on: n financial assets that are measured at amortised cost. Loss allowance is not recognised for: n financial assets measured at fair value through profit or loss; or Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument. The Group uses the simplified approaches to impairment, as applicable under AASB 9: Financial Instruments. Simplified approach The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to: n trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with Customers and which do not contain a significant financing component; and n lease receivables. In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (i.e. diversity of customer base, appropriate groupings of historical loss experience, etc). Recognition of expected credit losses in financial statements At each reporting date, the Group recognises the movement in the loss allowance as an impairment 31 Field Solutions Holdings Limited and Controlled Entities gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset. COVID-19 Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the group based on known information. This consideration extends to the nature of the services offered, customers, supply chain, staffing and geographic regions in which the Group operates. New Accounting Standards implemented for FY22 There were no new accounting standards adopted during the year. Leases (the Group as lessee) The Group as lessee At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However all contracts that are classified as short-term leases (lease with remaining lease term of 12 months or less) and leases of low value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows: n fixed lease payments less any lease incentives; n variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; n the amount expected to be payable by the lessee under residual value guarantees the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; n lease payments under extension options if lessee is reasonably certain to exercise the options; and n payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments made at or before the commencement Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued date as well as any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset whichever is the shortest. Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity- settled share- based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Fair value measurement hierarchy The Group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include 32 Field Solutions Holdings Limited and Controlled Entities discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs. Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Impairment of non-financial assets other than goodwill and other indefinite life intangible assets The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value- in-use calculations, which incorporate a number of key estimates and assumptions. Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued Employee benefits provision As discussed in note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. Lease make good provision A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision includes future cost estimates associated with closure of the premises. The calculation of this provision requires assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit or loss. Warranty provision In determining the level of provision required for warranties the Group has made judgements in respect of the expected performance of the products, the number of customers who will actually claim under the warranty and how often, and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data associated with similar products and services. Business combinations As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported. NOTE 3. OPERATING SEGMENTS The Group has identified its operating segments based on internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. being supply of telecommunication and cloud services and products which is designing, building and operating telecommunications networks in rural, regional and remote Australia. The Group operates only in one business segment and has a single group of similar services and products, The operating segment information is the same information as provided throughout the financial statements and therefore not duplicated. NOTE 4. REVENUE The Group has recognised the following amounts relating to revenue in the statement of profit or loss. The Group has one operating segment, telecommunication and infrastructure services Continued operations Telecommunication operating services Telecommunication infrastructure services Other revenue Government Subsidies Consolidated Group 2022 $ 2021 $ 34,818,804 14,943,939 7,974,246 3,651,192 42,793,050 18,595,131 - 250,500 Revenue from telecommunication services is recognised over time. Infrastructure revenue is recognised at a point in time as the performance obligations are satisfied. 33 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 5. INCOME TAX EXPENSE/(BENEFIT) Income tax expense/(benefit) Current tax Deferred tax Adjustments for change in tax rates Income tax expense Consolidated Group 2022 $ 2021 $ (431,394) (17,178) - (448,572) (991,800) (600,335) (73,663) (1,665,798) Numerical reconciliation of income tax benefit and tax at the statutory rate Profit/(loss) before income tax expense 879,284 461,194 Tax at the statutory tax rate of 25% (2021: 26%) 219,821 66,752 Income tax expense/(benefit) 219,821 66,752 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share based payment not deductible Impact of change in tax rate Other non-deductible expenses Benefit of R&D offset R&D non-deductible expenses Tax losses utilised Understatement for prior year and benefit of timing differences not previously recognised Income tax expense/(benefit) Deferred tax asset Comprising: Transaction cost of equity issue Superannuation accrued not deductible Annual leave provision Provision for doubtful debts Lease liabilities Carry forward - non-refundable R&D offset Total Tax receivable Deferred tax liability Right of use assets Property, plant and equipment tax cost base resetting Capitalised 2022 F/year R & D Eligible Expenditure Difference between tax cost base and book value of assets Total 34 Field Solutions Holdings Limited and Controlled Entities 583,384 - (454,715) (431,395) 300,000 (656,667) 132,171 21,889 (482,553) (991,800) 592,800 (931,394) - (73,663) (448,572) (1,665,798) 3,365 62,991 89,052 294,325 209,320 431,395 3,365 22,911 24,738 66,151 295,533 - 1,090,448 412,698 (991,800) (1,665,798) (41,837) 16,691 7,464 150,000 218,767 16,692 - 7,464 132,318 242,943 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 6. PROFIT FOR THE YEAR Interest – AASB16 Leases Interest – third parties Total Interest Expense NOTE 7. CURRENT ASSETS - CASH AND CASH EQUIVALENTS Cash at bank Consolidated Group 2022 $ 2021 $ 238,001 - 238,001 31,406 132,902 164,308 Consolidated Group 2022 $ 2021 $ 9,965,623 183,602 NOTE 8. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments. Current $ Past Due Total $ < 30 31 – 60 61-90 > 90 June 2022 Gross carrying amount Expected credit loss allowance 707,644 - 4,680,517 - 372,854 - 753,134 - 3,288,355 (356,207) 9,802,504 (356,207) Net carrying amount 707,644 4,680,517 372,854 753,134 2,932,148 9,446,297 June 2021 Gross carrying amount Expected credit loss allowance Net carrying amount 824,485 - 824,485 2,769,315 - 2,769,315 48,540 - 48,540 - - - 1,241,873 (98,953) 1,142,920 4,884,211 (98,953) 4,785,258 Key judgements – Expected Credit Losses Included in trade receivables > 90 days, approximately 99% relates to larger business customers and after extensive review 87% is considered recoverable. Covid-19 has impacted projects and receivables timeframes have been extended to support some customers. Included in trade receivables > 90 days, less than 1% relate to consumer customers the business has a monthly write off per month of less then 1% of MRR consumer revenue. A provision of $356,207 has been taken up after an extensive assessment of the expected losses of all debtors. While there is some uncertainty with timing of collection of the above trade receivables, directors are of the view that the provision for impairment is adequately measured and recognised in accordance with AASB 9 and this will be reassessed on an ongoing basis and at each reporting period. Credit Risk The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties other than those receivables specifically provided for and mentioned within Note 8. The class of assets described as “trade and other receivables” is considered to be the main source of credit risk related to the Group. 35 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 9. OTHER ASSETS Prepayments NOTE 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT Plant and equipment - at cost Less: Accumulated depreciation Fixtures and fittings - at cost Less: Accumulated depreciation Motor vehicles - at cost Less: Accumulated depreciation Consolidated Group 30 June 2022 $ 30 June 2021 $ 644,295 112,565 Consolidated Group 2022 $ 2021 $ 22,650,941 (4,369,417) 18,281,525 607,855 (384,806) 223,049 145,297 (36,577) 108,720 18,613,295 10,424,273 (2,633,657) 7,790,616 412,584 (329,892) 82,692 113,304 (90,241) 23,063 7,896,371 Movements in Carrying Amounts Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: Consolidated Group: Balance at 1 July 2020 Additions Disposals Depreciation expense Balance at 30 June 2021 Additions Acquisition through business combinations Disposals Depreciation expense Balance at 30 June 2022 Plant and equipment Fixtures and Fittings Motor Vehicles Total 5,306,630 3,417,015 - (933,029) 7,790,616 11,199,553 1,027,116 - (1,735,760) 18,281,525 50,106 50,755 - (18,169) 82,692 195,271 - - (54,914) 223,050 41,178 - - (18,116) 23,062 91,993 - (60,000) 53,664 108,719 5,397,914 3,467,770 - (969,314) 7,896,371 11,486,817 1,027,116 (60,000) (1,737,009) 18,613,295 36 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 11. NON-CURRENT ASSETS - INTANGIBLES Customer contracts and costs Computer software and IP Acquisition through business combinations Less: Accumulated amortisation Balance at 30 June 2022 Consolidated Group Balance at 30 June 2020 Additions Disposals Amortisation expense Balance at 30 June 2021 Additions Acquisition through business combinations Disposals Amortisation expense Balance at 30 June 2022 Consolidated Group 30 June 2022 $ 30 June 2021 $ 1,939,185 3,058,788 13,184,053 18,182,027 (3,112,661) 15,069,366 1,682,834 2,218,795 - 3,901,629 (2,450,766) 1,450,863 Customer Contracts and costs Computer Software and IP Total 583,119 - - (212,012) 371,107 256,351 13,184,053 - (157,582) 13,653,929 1,125,606 198,260 - (244,109) 1,079,757 839,993 - - (504,312) 1,415,438 1,708,725 198,260 - (456,122) 1,450,864 1,096,344 13,184,053 - (661,895) 15,069,366 Intangible assets include those acquired during the year from TasmaNet Pty Ltd including customer contracts. Refer to Note 22 for further information. Included in Computer Software and IP - Product development costs n Expenditure on research activities is recognised as an expense in the income statement in the period in which it is incurred. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the income statement in the period as incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated: n the technical feasibility of completing the intangible asset so that it will be available for use or sale n the intention to complete the intangible asset to use or sell it n the ability to use or sell the intangible asset n how the intangible asset will generate probable future economic benefits n the availability of adequate technical, financial and other resources to complete the development and to use or sell n the intangible asset, and n the ability to measure reliably the expenditure attributable to the intangible asset dueing its development. The expenditure capitalised includes the cost of direct labour and materials that are directly attributable to preparing the asset for its intended use. Product development assets are stated at cost less accumulated amortisation and impairment and are amortised on a straight-line basis over their useful lives, which is up to a maximum of 5 years 37 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 12. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES Trade Payables Other payables and accruals (a) (a) TasmaNet earnout contingency NOTE 13. BORROWINGS Unsecured liabilities: Overdraft (a) (a) Overdraft Facility provided by CBA. Limit of $2,000,000 with Interest is payable at 7.68% per annum. NOTE 14. EMPLOYEE BENEFITS Short-term employee benefits (a) Post-employment benefits (a) Refer to Note 1 for the Group’s policy on employee benefits NOTE 15. CONTRACT LIABILITIES Amounts received in advance for sale of services to be recognised in July 2022 Amounts received from Government Grants to be recorded as income based on useful life of assets Refer to Note 1 for the Group’s policy on contract liabilities Consolidated Group 2022 $ 2021 $ 9,597,112 2,000,000 11,597,112 3,054,882 - 3,054,882 Consolidated Group 2022 $ 2021 $ - 953,928 Consolidated Group 2022 $ 2021 $ 361,524 797,347 1,158,871 264,602 - 264,602 Consolidated Group 2022 $ 2021 $ 560,489 426,351 1,031,250 1,591,739 - 426,351 38 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022 Notes to the consolidated financial statements continued NOTE 16. LEASES (i) AASB 16 related amounts recognised in the balance sheet Right of use assets Leased buildings: Opening balance Additions to right-of-use assets Depreciation expense for the year Net carrying amount Leased equipment: Opening balance Additions to right-of-use assets Business Acquisitions Depreciation expense for the year Net carrying amount 30 June 2022 $ 30 June 2021 $ 415,330 38,504 (138,085) 315,749 417,824 5,610,478 519,778 (888,007) 5,660,074 476,410 21,501 (82,481) 415,430 175,627 320,182 - (77,985) 417,824 Total right-of-use assets 5,975,822 833,254 Lease liabilities Leased buildings: Opening balance Additions to lease liabilities Net Principal reductions for the year Net carrying amount Leased equipment: Opening balance Additions to lease liabilities Principal repayments for the year Net carrying amount Total lease liabilities Current liabilities* Non-current liabilities 419,178 53,445 (149,075) 323,548 762,955 5,868,595 (1,070,828) 5,560,722 487,807 42,886 (111,514) 419,178 196,566 636,432 (70,043) 762,955 1,762,745 4,121,525 5,884,270 315,163 866,970 1,182,133 *Current lease commitments reflect the lease commitments, net of future interest charges, due within 12 months. 39 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 17. EQUITY - ISSUED CAPITAL Consolidated Group 2022 Shares 2021 Shares 2022 $ 2021 $ Ordinary shares - fully paid 763,741,605 556,485,320 38,406,595 9,190,696 Issue Date 2022 shares 2022 $ Movements in ordinary share capital Ordinary shares - fully paid, opening balance Issue of performance shares from shares previously quoted Release of escrowed shares Capital Raise Employee Share Purchase Acquisition Tasmanet Converted options Ordinary shares - fully paid, closing balance 556,485,320 7,500,000 16,004,656 121,212,122 3,333,824 47,470,220 27,739,919 763,741,605 9,190,696 27,600 - 18,999,999 544,080 8,544,640 1,099,576 38,406,595 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy-back There is no current on-market share buy-back. Capital risk management The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment. The Group is actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The capital risk management policy remains unchanged from the 2021 Annual Report. 40 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 18. EQUITY - RESERVES Share based payments reserve Total reserves NOTE 19. EQUITY - RETAINED PROFITS Retained profits at the beginning of the financial year Profit/(loss) after income tax expense for the year Retained profits at the end of the financial year NOTE 20. EQUITY - DIVIDENDS Consolidated Group 2022 $ 2021 $ 961,233 961,233 593,916 593,916 Consolidated Group 2022 $ 2021 $ 756,953 1,327,856 2,084,809 (1,370,039) 2,126,992 756,953 There were no dividends paid, recommended or declared during the current or previous financial year. 41 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 21. FINANCIAL INSTRUMENTS Financial risk management objectives The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk. Risk management is carried out by senior finance executives (‘finance’) under policies approved by the Board of Directors (‘the Board’). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group’s operating units. Finance reports to the Board on a monthly basis. The totals for each category of financial instruments, measured in accordance with AASB 9 are as follows: Financial assets Cash and cash equivalents Trade receivables Other assets Total financial Assets Financial liabilities Trade and other payables Borrowings Contract liabilities Lease liabilities Total financial liabilities Market risk Foreign currency risk Consolidated Group 2022 $ 2021 $ 9,965,623 9,446,298 664,295 20,076,216 11,597,011 - 1,591,739 5,884,270 19,073,020 183,602 4,785,258 112,566 5,081,426 3,054,882 953,928 426,361 1,182,133 5,617,304 The Group is not exposed to any significant foreign currency risk. Price risk The Group is not exposed to any significant price risk. Interest rate risk Sensitivity analysis The sensitivity analysis reflects how net assets attributable to holders of redeemable shares would have been affected by changes in the relevant risk variable that were reasonably possible at the reporting date. Management has determined that there a fluctuation in interest rates is unlikely as current short-term lending is at fixed interest rate. Therefore, the Group is not exposed to any significant interest risk. 42 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued Credit risk The Group is not exposed to any significant credit risk. Liquidity risk The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Financial Asset & Liability Maturity Analysis Consolidated Group Financial liabilities due for payment Trade and other payables Borrowings Lease Liabilities Total expected outflows Financial assets – cash flows realisable Cash and cash equivalents Trade and other receivables Total expected inflows Net (outflow)/ inflow on financial instruments Within 1 Year 1 to 5 Years Over 5 Years Total 2022 $ 2021 $ 2022 $ 2021 $ 2022 $ 2021 $ 2022 $ 2021 $ 11,597,011 3,054,882 - 953,928 - - - - 1,762,745 315,163 4,121,525 866,970 13,359,756 4,323,973 4,121,525 866,970 9,965,623 183,602 10,110,693 4,897,823 20,076,216 5,081,426 - - - - - - 6,716,460 757,453 (4,121,525) (866,970) - - - - - - - - - - - - - - - - 11,597,011 3,481,246 - 1,553,303 5,884,270 582,753 17,481,281 5,190,943 9,965,623 183,602 10,110,693 4,897,823 20,076,216 5,081,426 2,594,935 (109,518) 43 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 22. ACQUISITION OF TASMANET Fair value of consideration transferred: Assets/(liabilities) assumed Receivables(ii) Inventories Property, plant and equipment Rights of use assets Payables Lease liabilities Gain in fair value Deferred tax on liabilities acquired Cash Identifiable net assets Intangible Assets, customer contracts on acquisition Fair Value 13,744,960 1,249,130 9,374 1,027,176 519,718 (2,544,879) (524,143) (323,529) (339,798) 484,733 (118,689) 13,184,053 (a) The consideration paid to acquire TasmaNet Pty Ltd consisted of $3,200,321 in cash and 47,470,220 ordinary shares at a fair value of $0.18, issued to the vendors of TasmaNet Pty Ltd. The fair value of the shares has been determined based on the current market price of the shares at the date of acquisition with control obtained 1 October 2021. A contingency payment of $2,000,000 is available for payment to the vendors of TasmaNet Pty Ltd should the business meet its revenue targets for the full year 2022. Any additional payment will be made following release of the FY22 audit. (i) The directors have made provision for impairment where required. (ii) No goodwill has been recognised as part of the acquisition. Refer to Note 1 Significant accounting policies for further detail regarding the establishment of fair value for the transaction. The balances stated are provisional and that the fair values are in the process of being assessed by a third party. The final fair values will be presented in 31 December 2022 half yearly report. NOTE 23. KEY MANAGEMENT PERSONNEL DISCLOSURES Directors The following persons were Directors of Field Solutions Holdings Limited during the financial year: n Dr Kenneth Carr n Mr Andrew Roberts n Mr Mithila Nath Ranawake n Ms Wendy Tyberek n Dr Phillip Carter Other key management personnel The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, during the financial year: n Mr Graham Henderson (joint Company Secretary) n Mr Philippe Benoliel (COO) n Mr Robert Vernon (CEO TasmaNet) n Mr Neil Louis (CFO TasmaNet) Compensation Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2022 44 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued The totals of remuneration paid to KMP of the company and the Group during the year are as follows: Short-term employee benefits Post-employment benefits Share-based payments Total KMP compensation Short-term employee benefits Consolidated Group 2022 $ 2021 $ 1,948,065 131,479 1,340,841 3,420,385 899,311 56,566 647,940 1,603,817 These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP. Post-employment benefits These amounts are the current-year’s estimated costs of providing for the Group’s defined benefits scheme post- retirement, superannuation contributions made during the year and post-employment life insurance benefits. Other long-term benefits These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred bonus payments. Share-based payments These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the options, rights and shares granted on grant date. This amount includes 65,000,000 performance rights which have been granted as part of remuneration. Refer to the remuneration report for further information. NOTE 24. RELATED PARTY TRANSACTIONS Parent entity Field Solutions Holdings Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 30. Key management personnel Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in the Directors’ report. Transactions with related parties The Group’s related parties are only with key management. Unless otherwise stated, none of the transactions incorporate special terms and no guarantees were given or received. Outstanding balances are usually settled in cash. Amounts payable to related parties Short-term borrowings: Beginning of the year Repayments End of the year 45 Field Solutions Holdings Limited and Controlled Entities 2022 $ 2021 $ - - - 34,961 (34,961) - Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 25. PARENT ENTITY INFORMATION Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit after income tax, total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Share issue reserve Retained profits Total equity Contingent liabilities Parent 2022 $ 2021 $ 320,128 320,128 336,905 336,905 Parent 2022 $ 2021 $ 2,479,307 463,586 6,739,695 3,638,763 192,498 650,652 3,786,574 1,005,227 1,455,954 139,470 1,357,698 2,953,122 1,455,954 139,470 1,038,112 2,633,536 The parent entity had no contingent liabilities as at 30 June 2022. Capital commitments The parent entity had no capital commitments as at 30 June 2022. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for the following: n Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. n Investments in associates are accounted for at cost, less any impairment, in the parent entity. n Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. 46 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 26. OPTIONS A summary of the movements of all Group options issues is as follows: Options outstanding as at 30 June 2021 Granted 2021 Exercised during the year Lapsed during the year Options outstanding as at 30 June 2022 Options exercisable as at 30 June 2022 25,256,917 options were exercised during the year ended 30 June 2022. The weighted average remaining life of options outstanding at year-end was 2 years. A summary of the movements of all Group performance rights is as follows: Performance rights outstanding as at 30June 2021 Granted during the year - Converted to shares on 20 December 2021 Outstanding rights at 30 June 2022 NOTE 27. SHARE BASED PAYMENT Share based payment Number Weighted Average Exercise Price 28,947,125 7,566,710 (25,256,917) - 11,256,918 7,000,000 $0.0500 $0.0450 $0.0450 - $0.0500 $0.0450 Number 67,500,000 (2,500,000) 65,000,000 Fair Value 2022 $ 2021 $ 583,354 583,354 553,627 553,627 NOTE 28. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES Consolidated Group 2022 $ 2021 $ Profit/(loss) after income tax expense for the year 1,327,856 2,126,992 Adjustments for: Depreciation and amortisation (decrease) in trade and other receivables Share based payment Increase in trade and other payables Tax payable/(receivable) Increase in employee provisions Net cash from operating activities 47 Field Solutions Holdings Limited and Controlled Entities 3,485,082 (3,963,640) 583,354 5,418,614 (488,572) 638,380 7,041,074 1,623,523 (3,691,922) 553,627 1,532,249 74,454 62,512 2,281,434 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 29. EVENTS AFTER THE REPORTING PERIOD No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. NOTE 30. INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1: Ownership interest Principal place of business/Country of incorporation 2022 % 2022 % FSG Assets Pty Ltd (previously Freshtel Australia Pty Ltd) Freshtel Pty Ltd FSG Infrastructure Pty Ltd (previously Voicedot Networks Pty Ltd) FSG Construction Pty Ltd (previously Virbiage Pty Ltd) Tups Company Pty Ltd Field Solutions Group Pty Ltd FSG RSP Pty Ltd Field Solutions Technology Services Pty Ltd FSG MSP Pty Ltd (previously IP Transit Pty Ltd) Tasmanet Pty Ltd Internomic Pty Ltd DC3 Pty Ltd Tasconnex Pty Ltd Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% NOTE 31. CONTINGENT LIABILITIES There are no contingent liabilities as at 30 June 2022. NOTE 32. EARNINGS PER SHARE Profit/(loss) after income tax attributable to the Owners of Field Solutions Holdings Limited 1,427,856 2,126,992 Consolidated Group 2022 $ 2021 $ Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share 48 Field Solutions Holdings Limited and Controlled Entities Number Number 802,823,254 517,020,859 879,080,172 622,901,269 Cents Cents 0.17 0.15 0.41 0.34 Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Notes to the consolidated financial statements continued NOTE 33. COMMITMENTS The group had no commitments at 30 June 2022. NOTE 34. REMUNERATION OF AUDITORS During the financial year the following fees were paid or payable for services provided by Hall Chadwick NSW Pty Ltd, the auditor of the Company: Consolidated Group 2022 $ 2021 $ 89,100 89,100 68,500 68,500 Auditing or review of the financial statements Total NOTE 35. COMPANY DETAILS The registered office and principal place of business of the Company are: Registered office Newton Henry Level 2, 33 George Street LAUNCESTON TAS 7250 AUSTRALIA NOTE 36. FAIR VALUE Principal place of business Suite 38 23 Narabang Way BELROSE NSW 2085 AUSTRALIA The amounts stated in the financial statements are equivalent to their fair values. 49 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Directors’ Declaration In the Directors’ opinion: the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance for the financial year ended on that date; and there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors Dr Kenneth Carr Director and Chairman 24 August 2022 Australia Mr Mithila Nath Ranawake Director 50 Field Solutions Holdings Limited and Controlled Entities Field Solutions Holdings LimitedABN 92 111 460 12130 June 2022Annual Report 2022Shareholder Information The shareholder information set out below was applicable as at 30 June 2022. Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Shareholder CONVERGENT KESTREL GROWTH COMPANIES LTD J P MORGAN NOMINEES AUSTRALIA PTY LIMITED NATIONAL NOMINEES LIMITED BNP PARIBAS NOMS PTY LTD SFO VENTURES PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED HOLDREY PTY LTD MICROEQUITIES ASSET MANAGEMENT PTY LTD KEN CARR GBBM PTY LIMITED CLEMENT HOLDINGS AUSTRALIA PTY LIMITED < CALCULUS A/C > MATT RANAWAKE UBS NOMINEES PTY LTD MR PHILIPPE BENOLIEL MR RYAN ANTHONY SPILLANE ORDNANCE NETWORKS PTY LIMITED SMC CAPITAL PTY LTD CAPITAL PROPERTY CORPORATION PTY LTD CITICORP NOMINEES PTY LIMITED Total Total issued capital - selected security class(es) Unquoted equity securities There are no unquoted equity securities. Substantial holders Substantial holders in the Company are set out below: Shareholder CONVERGENT 57 Field Solutions Holdings Limited and Controlled Entities Ordinary Shares Number held % total shares issued 227,034,995 72,212,546 53,740,959 30,192,684 27,831,319 15,640,882 15,122,659 13,805,136 10,092,606 10,000,000 9,700,000 8,225,953 8,066,667 7,878,788 7,842,688 7,500,000 7,048,486 6,639,873 6,060,607 6,009,228 550,646,076 763,741,505 29.73% 9.46% 7.04% 3.95% 3.64% 2.05% 1.98% 1.81% 1.32% 1.31% 1.27% 1.08% 1.06% 1.03% 1.03% 0.98% 0.92% 0.87% 0.79% 0.79% 72.10% 100.00% Ordinary Shares Number held % total shares issued 227,034,995 29.73% Annual Report 2022Registered office c/- KPMG 33 George Street LAUNCESTON TAS 7250 AUSTRALIA Principal place of business Suite 38 23 Narabang Way BELROSE NSW 2085 AUSTRALIA www.fieldsolutions-group.com 

Continue reading text version or see original annual report in PDF format above