CORPORATE DIRECTORY
RBR GROUP LIMITED
ABN: 38 115 857 988
CORPORATE DIRECTORY
DIRECTORS
Ian Macpherson
Executive Chairman
Athol Emerton
Non-Executive Director
Paul Horsfall
Non-Executive Director
Matthew Worner
Non-Executive Director
COMPANY SECRETARY
Cameron O’Brien
PRINCIPAL REGISTERED
OFFICE
AUDITOR
SHARE REGISTRY
945 Wellington Street
West Perth WA 6005
Australia
PO Box 534
West Perth WA 6872
Australia
Telephone: +61 8 9322 7600
Email: info@rbrgroup.com.au
Website: www.rbrgroup.com.au
Dry Kirkness (Audit) Pty Ltd
Ground Floor, 50 Colin Street
West Perth WA 6005
Australia
Automic Group
Level 5, 191 St Georges Terrace
Perth WA 6000
Australia
Telephone: 1300 288 664
Email: hello@automicgroup.com.au
ASX CODE
RBR – Ordinary Shares
ANNUAL REPORT
For the year ended 30 June 2023
Contents
CHAIRMAN’S LETTER ............................................................................................................................................................. 4
DIRECTORS’ REPORT ............................................................................................................................................................ 6
AUDITOR’S INDEPENDENCE DECLARATION ..................................................................................................................... 16
CONSOLIDATED STATEMENT OF STATEMENT OF COMNPREHENSIVE INCOME......................................................... 17
CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................................................................. 18
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................. 19
CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................................................................... 20
NOTES TO THE FINANCIAL STATEMENTS ......................................................................................................................... 21
DIRECTORS’ DECLARATION ................................................................................................................................................ 42
INDEPENDENT AUDITOR’S REPORT .................................................................................................................................. 43
ASX ADDITIONAL INFORMATION ........................................................................................................................................ 47
3
CHAIRMAN’S LETTER
Dear Shareholder,
Welcome to the 2023 Annual Report for your Company.
Over the course of the year, the Company has maintained a focus on revitalising and growing its existing business endeavours
in Mozambique. This work has included not only positioning the Company to be ready for the recommencement of LNG
projects in Cabo del Gado but also diversifying operations to differing parts of the country.
Through camp provider, Projectos Dinamicos (PD), RBR Group has delivered the supply and construction of two separate
camp facility projects near the town of Temane, Inhamnane Province. Temane hosts gas facilities owned by South African oil
and gas company, SASOL.
Additionally, PD constructed the 150-man Shankara Lodge facility 3km from the Temane project area. The Company is
presently reviewing potential for leasing of the Shankara Lodge facility as well as registering it as a training facility.
The camp construction and leasing model is one that RBR Group sees as potentially providing significant business growth for
the Company both inside and outside of Mozambique and further planning and investigation work is being undertaken to
identify relevant project sites and opportunities.
We continue to pursue the alliance relationship with regional partner Tennant Group with a view to securing additional funding
and project delivery capability. Whilst this work is yet to capture any specific project opportunities, we have been pleased with
the demonstration of financial support from Tennant Group which has RBR Group provided additional working capital and
facilitated the repayment of an amount of outstanding convertible notes. The initial level of investment and support provides
the Company with a great deal of confidence in the potential benefits the growing alliance with Tennant Group will bring to
RBR Group in the future.
I would like to thank my fellow Directors as well as the Company’s staff, investors and noteholders for their continuing support
for the Company over what has been a challenging period for the Company over the past few years. The goal for RBR Group
now is to capitalise on the operational successes we have achieved as a company over the last 12 months and turn these
successes into further business opportunity and growth.
Ian Macpherson
Executive Chairman
4
FINANCIAL REPORT
For the year ended
30 June 2023
5
DIRECTORS’ REPORT
The Directors present their report on RBR Group Limited (“RBR”) and the entities it controlled at the end of and during the
year ended 30 June 2023.
DIRECTORS
The names and details of the Directors of RBR during the financial year and until the date of this report are:
Ian Macpherson – B.Comm., CA
Executive Chairman
Appointed 18 October 2010
Mr Macpherson is a Chartered Accountant with over forty years experience in the provision of financial and corporate advisory
services. Mr Macpherson was formerly a partner at Arthur Anderson & Co managing a specialist practice providing corporate
and financial advice to the mining and mineral exploration industry.
In 1990, Mr Macpherson established Ord Partners (later to become Ord Nexia) and has specialised in the area of corporate
advice with particular emphasis on capital structuring, equity and debt raising, corporate affairs and Stock Exchange
compliance for public companies in the mining and industrial areas. He has further been involved in numerous asset
acquisitions and disposal engagements.
He has acted in the role of Director and Company Secretary for a number of entities and is currently a Non-Executive Director
of Red 5 Limited (15 April 2014 to present).
Mr Macpherson is a Member of the Institute of Chartered Accountants in Australia, the Australian Institute of Company
Directors and past member of the Executive Council of the Association of Mining Exploration Companies (WA) Inc.
Athol Emerton – MICS
Non-Executive Director
Appointed 19 August 2019
Mr Emerton has over 30 years of experience in commerce in Southern Africa, including Mozambique and has chaired the
South African Shipping Association (SAASOA) training committee for 7 years, including the scoping panel that developed
the TETA shipping qualification & headed the establishment of an industry wide shipping learnership programme.
He is a self-motivated leader in the maritime and transport logistics industries, with a particular interest in building business
capacity and opportunities through entrepreneurial thought, and a passion for skills development and upliftment of indigenous
populations. Mr Emerton’s wealth of experience and unique skills set has been gained through working with many of the
large, well known, international resource and shipping companies around the world, and he is considered a specialist in
developing landside, marine and transport solutions in inhospitable (due to political, economic, or geographical reasons)
regions or ports.
Mr Emerton is the Managing Partner of the African operations of global logistics company LBH. After establishing the LBH
operations in South Africa and Mozambique 36 years ago, Mr Emerton has grown the business into one of the premier
logistics and ships agency enterprises in the region.
Paul Horsfall – Hons.B.Compt C.A.(S.A.) F.Inst.Dir.
Non-Executive Director
Appointed 14 May 2020
Mr Horsfall has been in the logistics industry for over thirty years. He has an in depth understanding of the logistics industry
in the three facets of Supply Chain, namely International Freight Forwarding & Customs Brokerage, International Express
and Courier & Warehousing and Distribution. He started a company in South Africa on behalf of an American Listed group,
Fritz Companies Inc, which developed into one of the top five logistics service providers in South Africa under the brand,
UPS South Africa.
Mr Horsfall was President of Africa for UPS Inc. and as such has extensive experience in logistics across the African
continent. UPS owns or has agency operations across 51 countries in Africa. Nigeria is its largest operation in Africa.
Mr Horsfall has been on the Board or as an Advisor to many companies over the past six years across diversified businesses.
Mr Horsfall has strong leadership and mentorship skills in developing and training people. Mr Horsfall is an Honorary Life
Member & Board Director of the American Chamber of Commerce in South Africa.
Mr Horsfall is currently Group Chief Executive Officer and shareholder within the Tennant Group.
DIRECTORS’ REPORT (Continued)
Matthew Worner – Hons.B.Compt C.A.(S.A.) F.Inst.Dir.
Non-Executive Director
Appointed 25 October 2021
Mr Worner is a former lawyer with more than 20 years experience in the mining and energy sector having worked with a
number of ASX companies as a Company Secretary and Director. Mr Worner has a strong understanding of the ASX Listing
Rules, the Corporations Act, IPO’s, and Capital Raisings. Mr Worner has overseen the completion of multiple asset
acquisitions and divestments across the globe, including the USA, and maintains strong connections with regulatory bodies,
governments and capital markets.
Mr Worner is a Director of Talon Energy Limited (ASX: TPD) (appointed from 4 December 2017 to present), and public unlisted
companies D3 Energy Limited and Patriot Lithium Limited.
JOINT COMPANY SECRETARY
Melissa Fee – BSc (Hons), Masters of Accounting, CA.
Appointed 4 May 2022
Ms Fee works as a Corporate Advisor at Grange Consulting Group, a boutique provider of Company Secretarial and Financial
Services. She has spent the last 7 years working across the mining, technology and manufacturing sectors and specialises in
financial management and financial reporting services.
Ms Fee is a qualified chartered accountant, a member of Chartered Accountants Australia and New Zealand and holds a
Masters of Accounting from Curtin University.
Cameron O’Brien
Appointed 12 April 2023
Mr O’Brien is a corporate finance and company secretarial executive with broad experience across the resources and industrial
sector. He is a qualified chartered accountant with experience at leading international audit and tax advisory firms and has
also provided services and advice relating to due diligence, expert reports, valuations and ASX listings. He currently works as
a Corporate Adviser at Grange Consulting Group Pty Ltd and provides company secretarial and financial services to several
ASX listed companies.
CORPORATE STRUCTURE
RBR Group Limited (ACN 115 857 988) is a Company limited by shares that was incorporated on 19 August 2005 and is
domiciled in Australia.
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Group during the financial year focused on the provision of labour services in
Mozambique. The Group operates via wholly owned subsidiaries Futuro Skills Mozambique, Lda (“Futuro Skills”), Futuro
People, Lda and Futuro Business Services, Lda in the provision of training, labour, and professional services in Mozambique.
The Company also owns 50% of accommodation camp construction and services business Projectos Dinamicos, Lda (“PD”),
held through an investment by Futuro Skills.
DIVIDENDS
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
7
REVIEW OF OPERATIONS AND ACTIVITIES
DIRECTORS’ REPORT (Continued)
Throughout the year under review. RBR Group Limited (“RBR” or the “Company”) maintained its focus and efforts
on developing its services and profile in Mozambique in order to not only maximise the significant opportunities
that will materialise with the recommencement of ramp up and construction of the onshore facilities for the LNG
projects in Cabo del Gado, but also diversify its offering into other projects in differing parts of the country.
Overall, the Company’s plans remain unchanged with the focus being on providing a comprehensive, integrated
solution to the challenge of identifying, recruiting and upskilling local workers to accepted standards;
accommodating them in purpose-built camps for training both on and off the job until they are deemed fully
competent, and managing their employment and placement with client companies.
With the LNG projects in the north remaining on hold, the Company identified the best near-term opportunity to
secure sustainable contract revenue was via its investment in camp provider and manager Projectos Dinamicos
(“PD”).
Over the year, PD made excellent progress in this regard with the supply and construction of two facility projects
delivering high-quality outcomes to clients in the south of the Country near the town of Temane, Inhambane
Province where South African O&G major SASOL is expanding its existing gas facilities and additional corporate
investment is taking place.
Additionally, the Shankara Lodge facility (to be renamed as the Futuro Business Office, Accommodation and
Training Centre) located approximately 3km from the Temane project area, has undergone significant
development and is a testament to the ingenuity of the RBR project management team. This facility has
provided cost-effective housing for workers resulting in reduced project expenses, shorter commuting times, and
minimized health, safety, and environment exposure during travel. The addition of a kitchen, laundry, and other
support facilities has further enhanced its functionality.
The Shankara Lodge site boasts secure fencing, power supply, lighting, and utilities, making it a reliable and
practical asset within the RBR portfolio in Mozambique. As part of RBR's ongoing identification of opportunities
to participate in the LNG development in Central Mozambique, various opportunities for utilization are being
explored. These include the potential leasing of the 150-man camp and registering the Shankara Lodge facility
for local training operations. Office and storage facilities will also be developed. The site office, catering facilities,
and secure yard space are well-suited for such purposes, and they are appropriately segregated from the Camp
facilities, ensuring smooth operations.
RBR’s relationship with regional partner Tennant Group has continued to mature, and the parties continue to work
towards unlocking new opportunities for growth. Tennant and supporters of the proposed Tennant-RBR Group
alliance have to date invested approximately $1.3m in working capital to support the RBR group operations in
Mozambique and Australia. The latest investment of $1.0m via 3-year convertible note facility was announced
post the year in review on 28 July 2023. Tennant Group has confirmed its intent to provide further growth capital
to broaden and deliver the Futuro Group businesses and discussions in this regard are continuing. In addition to
the provision of capital, Tennant Group and RBR continue to explore pathways to jointly roll out enhanced services
offerings in training, labour supply and management and administration.
More recently, and relevant to the RBR’s training business, the Company has introduced Virtual Reality training
modules in Mozambique. These modules, now available in Portuguese, directly cater to the Mozambican market,
enabling workers with language constraints to benefit from our cutting-edge training solutions.
As part of its growth plans, RBR Group is continuing to look to identify business opportunities in Australia that
align with current RBR Group operations. Active discussions regarding suitable opportunities are ongoing.
Management remains intent on capturing further contracts for services across the Group entities and expects its
successful delivery of camp projects over the year to assist in this process by demonstrating RBR’s ability to
deliver on time and on budget. Likewise, the Company looks forward to solidifying the Tennant Group alliance to
both enhance Group product offerings and strengthen the Company’s balance sheet.
From a financial standpoint, the year can be seen as one of positioning RBR for future growth. Whilst FY2022
saw the Company book its first profit, this largely was as a result of the settlement payment received in respect
of the Wentworth camp contract. This year has seen RBR deliver strong training outcomes, as well as seeing
strong growth in the PD camp business via the delivery of projects at Temane. The Company sees these
successful activities as laying the groundwork for upcoming growth over the coming years.
8
Corporate and Financial Position
DIRECTORS’ REPORT (Continued)
As at 30 June 2023 the Consolidated Group had cash reserves of $299,479 (2022: $3,764,629). The net loss after tax, for the
year was $30,357 (2022: profit of $2,562,547).
During the financial year, the Company has raised $995,000 of equity and debt with 330,784,315 shares and 60,000,000
performance rights issued during the year.
Risk Management
The Board is responsible for the oversight of the Consolidated Group’s risk management and control framework. Responsibility
for control and risk management is delegated to the appropriate level of management with the Chief Executive Officer having
ultimate responsibility to the Board for the risk management and control framework. Since resignation of the Chief Executive
Officer this responsibility has been assumed by the Board.
Arrangements put in place by the Board to monitor risk management include monthly reporting to the Board in respect of
operations and the financial position of the Consolidated Group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Consolidated Group’s principle activities of training, labour broking and business services has minimal environmental
impact. During the current financial year, activity has predominantly been attributable to the camp accommodation projects
managed by operating entity and 50% owned subsidiary, Projectos Dinamicos Lda (“PD”). Where there are potential
environmental impacts the organisation has policies and procedures for the safe handling of materials and for the minimisation
of its impact on the environment.
EARNINGS/LOSS PER SHARE
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
2023
Cents
(0.054)
(0.054)
2022
Cents
0.037
0.036
In the opinion of the Directors there were no significant changes in the state of affairs of the Consolidated Group that occurred
during the financial year.
OPTIONS OVER UNISSUED CAPITAL
Unlisted Options and Performance Rights
During the financial year, there were 60,000,000 unlisted performance rights issued and no unlisted options issued by the
Company.
Company had issued 60,000,000 unlisted performance rights issued to Directors of the Company during the year.
Since 30 June 2023 and up until the date of this report, the Company has issued 95,833,332 unlisted options as the free-
attaching options upon on the successful share placement in March 2023. The options are exercisable at $0.005 each and
expiring on 31 December 2024. One option was issued for every two placement shares issued.
For a reconciliation of the number of options on issue refer to note 15(c).
No person entitled to exercise any option has or had, by virtue of the option, a right to participate in any share issue of any
other body corporate.
9
EVENTS SUBSEQUENT TO THE REPORTING DATE
DIRECTORS’ REPORT (Continued)
There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature likely,
in the opinion of the Directors of the Consolidated Entity to affect substantially the operations of the Consolidated Entity, the
results of those operations or the state of affairs of the Consolidated Entity in subsequent financial years except for the
following:
•
•
•
In July 2023, the Company has issued 95,833,332 unlisted options as the free-attaching options upon on the
successful share placement in March 2023. The options are exercisable at $0.005 each and expiring on 31
December 2024. One option was issued for every two placement shares issued.
In July 2023, the Company has raised additional $1.0 million of capital raising via the issue of long-term convertible
notes. The convertible note has a term of three years, 10% interest rate and convertible to ordinary share at any
time from the date of issue until maturity at 0.5 cents per shares. Upon conversion, the noteholder will also receive
one new option for each five shares.
In September 2023, the Group has met all its obligations under the camp constructions contract with Fenix
Construction and awaiting of approval on the final completion certificate before issuing the final invoice..
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
RBR is developing and growing the business units described in the “Review of Operations and Activities” (page 8) and
developing the client base and revenues.
INFORMATION ON DIRECTORS
As at the date of this report the Directors’ interests in shares and performance shares of the Consolidated Group are as follows:
Directors
Ian Macpherson
Executive Chairman
Appointed 18 October 2010
Athol Emerton
Non-Executive Director
Appointed 19 August 2019
Paul Horsfall
Non-Executive Director
Appointed 14 May 2020
Matthew Worner
Non-Executive Director
Appointed 25 October 2021
DIRECTORS’ MEETINGS
Independent
Ordinary
Shares
Performance
rights
No
87,014,285
18,000,000
Yes
110,663,157
18,000,000
Yes
43,367,530
12,000,000
Yes
-
12,000,000
The number of meetings of the Consolidated Group’s Directors held in the period each Director held office during the financial
year and the numbers of meetings attended by each Director were:
Director
I Macpherson
A Emerton
P Horsfall
M Worner
Board of Directors’ Meetings
Meetings Attended
Meetings held while a director
5
5
4
5
5
5
5
5
During the year, the Board completed regular information updates via video and telephone conference with formal Board
meetings completed for the approval of resolutions.
10
REMUNERATION REPORT
DIRECTORS’ REPORT (Continued)
Recommendation 8.1 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
(4th edition) states that the Board should establish a Remuneration Committee. The Board has formed the view that given the
number of Directors on the Board, this function could be performed just as effectively with full Board participation. Accordingly,
it was resolved that there would be no separate Board sub-committee for remuneration purposes.
This report details the amount and nature of remuneration of each Director of the Consolidated Group and Executive Officers
of the Consolidated Group during the year.
Overview of Remuneration Policy
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the
Executive Team. The broad remuneration policy is to ensure that remuneration properly reflects the relevant person’s duties
and responsibilities, and that the remuneration is competitive in attracting, retaining, and motivating people of the highest
quality. The Board believes that the best way to achieve this objective is to provide the Managing Director (or equivalent) and
the Executive Team with a remuneration package consisting of a fixed and variable component that together reflects the
person’s responsibilities, duties, and personal performance. An equity-based remuneration arrangement for the Board and the
Executive Team is in place. The remuneration policy is to provide a fixed remuneration component and a specific equity related
component, with performance conditions. The Board believes that this remuneration policy is appropriate given the stage of
development of the Consolidated Group and the activities which it undertakes and is appropriate in aligning Director and
Executive objectives with shareholder and business objectives.
Directors receive a superannuation guarantee contribution required by the government, which is currently 11.0% per annum
(10.5% for the financial year 2023) and do not receive any other retirement benefits. Some individuals, however, can choose
to sacrifice part or all of their salary to increase payments towards superannuation.
All remuneration paid to Directors is valued at cost to the Consolidated Group and expensed. Options are valued using either
the Black-Scholes methodology or the Binomial model. In accordance with current accounting policy the value of these options
is expensed over the relevant vesting period.
Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment,
and responsibilities. The Board determines payments to the Non-Executive Directors 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 a General
Meeting. The annual aggregate amount of remuneration paid to Non-Executive Directors was approved by shareholders on 7
November 2006 and is not to exceed $200,000 per annum and as subsequently re-adopted in the new constitution approved
at the AGM on 30 October 2019. Actual remuneration paid to the Consolidated Group’s Non-Executive Directors is disclosed
below notwithstanding the approved maximum of $200,000 and the policy of fair remuneration. Remuneration fees for Non-
Executive Directors are not linked to the performance of the Consolidated Group. However, to align Directors’ interests with
shareholder interests, the Directors are encouraged to hold shares in the Consolidated Group.
Senior Executives and Management
The Consolidated Group aims to reward executives with a level of remuneration commensurate with their position and
responsibilities within the Consolidated Group so as to:
•
•
•
Reward executives of the Consolidated Group and individual performance against targets set by reference to appropriate
benchmarks;
Reward executives in line with the strategic goals and performance of the Consolidated Group; and
Ensure that total remuneration is competitive by market standards.
Structure
Remuneration consists of the following key elements:
•
•
Fixed remuneration; and
Issuance of performance rights.
Fixed Remuneration
Fixed remuneration consists of base remuneration (which is calculated on a total cost basis including any employee benefits
e.g. motor vehicles) as well as employer contributions to superannuation funds.
The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position
and is competitive in the market.
11
DIRECTORS’ REPORT (Continued)
Remuneration packages for the staff who report directly to the Managing Director (or equivalent) are based on the
recommendation of the Managing Director (or equivalent), subject to the approval of the Board in the annual budget setting
process.
Service Agreement
Contracted key management personnel are engaged on standard commercial terms.
Details of the nature and amount of each element of the remuneration of each Director and Executive Officer of RBR Group
Limited paid/accrued during the year are as follows:
2023
Directors
I Macpherson – Executive
Chairman
A Emerton – Non-Executive
P Horsfall – Non-Executive
M Worner – Non-Executive
Total
2022
Directors
I Macpherson – Executive
Chairman
R Carcenac – Chief
Executive Officer (ii)
A Emerton – Non-Executive
P Graham-Clarke – Non-
Executive(iii)
P Horsfall – Non-Executive
M Worner – Non-Executive
Short-term
Benefits
Post-
Employment
Base Salary/Fees
Superannuation
Contributions
Other
$
$
$
Equity
Compensation
Performance
Rights (i)
$
Total
$
125,227
4,773
64,800
36,000
36,000
262,027
-
-
-
4,773
-
-
-
-
-
9,946
139,946
9,946
74,746
6,631
42,631
6,631
42,631
33,154
299,954
Short-term
Benefits
Post-
Employment
Base Salary/Fees
Superannuation
Contributions
$
$
Other
Annual
Leave
Payout
$
Equity
Compensation
Total
Performance
Rights (i)
$
$
101,030
4,103
-
-
105,133
71,933
37,600
8,333
33,000
23,000
7,193
54,042
-
-
-
-
-
-
-
-
-
-
-
-
-
133,168
37,600
8,333
33,000
23,000
Total
274,896
11,296
54,042
-
340,234
Notes:
(i) Amounts represent value of performance rights expensed for the period.
(ii) R Carcenac resigned on 24 October 2021 and amounts disclosed for 2022 relate to the period 1 July 2021 - 24 October 2021.
(iii) P Graham-Clarke resigned on 30 November 2021 and amounts disclosed for 2022 relate to the period 1 July 2021 – 30 November 2021.
Other than the Directors and Executive Officers disclosed above there were no other Executive or Non-executive Officers who
received emoluments during the financial year ended 30 June 2023.
12
DIRECTORS’ REPORT (Continued)
Loans
There were no loan transactions with Directors or Executives in the current year.
Movement in Shares
The aggregate numbers of shares of the Company held directly, indirectly, or beneficially by Directors and Executive Officers
of the Consolidated Group or their personally related entity are as follows:
Opening
Acquired
Acquired on
Exercise of
Options(i)
Disposed/
Other
Changes(iii)
30 June
Movement
(ii)
Closing
2023
Mr I Macpherson
87,014,286
-
-
- 87,014,286
-
87,014,286
-
-
-
-
-
-
110,663,157
43,367,530
-
- 110,663,157
- 43,367,530
-
-
Mr A Emerton
Mr P Horsfall
Mr M Worner
2022
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
Mr P Horsfall
Mr M Worner
Notes:
(i) These relate to options that were converted to shares on 17 February 2022.
(ii) Movement represents change in holding from 30 June to date of issued Financial Report.
(iii) Other changes include movements in shares relating to Directors that resigned during the year, and therefore did not hold any shares in
81,014,286 4,400,000
-
38,719,780
-
110,663,157
-
24,435,565
-
39,327,270
-
-
- 110,663,157
- 43,367,530
-
-
-
- 87,014,286
-
-
- 110,663,157
-
-
- 43,367,530
-
-
- 110,663,157
-
- 43,367,530
-
1,600,000
-
-
-
4,040,260
-
- 87,014,286
(24,435,565)
(38,719,780)
-
-
their capacity as Director at year-end.
Movement in Options
The aggregate numbers of options of the Company held directly, indirectly, or beneficially by Directors and Executive Officers
of the Consolidated Group or their personally related entity are as follows:
Opening
Acquired
Exercised
Disposed/
Other
Changes(ii)
30 June Movement (i) Closing
2023
Mr I Macpherson
Mr A Emerton
Mr P Horsfall
Mr M Worner
2022
Mr I Macpherson
Mr R Carcenac
Mr A Emerton
Mr P Graham-Clarke
Mr P Horsfall
Mr M Worner
-
1,600,000
-
-
1,600,000
450,000
1,600,000
-
4,040,260
-
-
-
-
-
-
-
-
-
-
-
-
(1,600,000)
-
-
(1,600,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(450,000)
-
-
- - 1,600,000 (1,600,000)
-
-
-
-
(4,040,260)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Notes:
(i)
(ii)
Movement represents change in holding from 30 June to date of issued Financial Report.
Other changes include movements in options relating to Directors that resigned during the year, and therefore did not hold any
options in their capacity as Director at year end.
There were no amounts payable on the issue of the options, and there are no performance conditions attached. All options
previously issued have now expired.
13
Performance Rights
DIRECTORS’ REPORT (Continued)
The terms and conditions of each grant of performance rights affecting remuneration in this or future reporting periods are as
follows:
Number
Date of
Grant
Tranche A
20,000,000 29 Nov 2022
Fair Value
($)
0.00133
Tranche B
20,000,000 29 Nov 2022
0.00127
Tranche C
20,000,000 29 Nov 2022
0.00150
Vesting conditions
Expiry Date
The Company’s VWAP being at least $0.01
over 10 consecutive trading days on which
the Company’s Shares have actually traded
(commencing after the date of the Meeting).
13 Dec 2023
The Company’s VWAP being at least
$0.015 over 10 consecutive trading days on
which the Company’s Shares have actually
traded (commencing after the date of the
Meeting).
The Company’s VWAP being at least
$0.0175 over 10 consecutive trading days
on which the Company’s Shares have
actually traded (commencing after the date
of the Meeting).
13 Jun 2024
13 Dec 2024
Movement in Performance Rights
The aggregate numbers of Performance Rights of the Company held directly, indirectly, or beneficially by Directors and
Executive Officers of the Consolidated Group or their personally related entity are as follows:
2023
Mr I Macpherson
Mr A Emerton
Mr P Horsfall
Mr M Worner
2022
Mr R Carcenac (i)
Notes:
(i) R Carcenac resigned 24 October 2021.
Opening
Granted
Vested
Expired
Closing
-
-
-
-
18,000,000
18,000,000
12,000,000
12,000,000
7,500,000
-
-
-
-
-
-
-
-
-
-
18,000,000
18,000,000
12,000,000
12,000,000
(7,500,000)
-
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL OF THE GROUP
Mr Emerton controls a number of organisations that are customers of RBR’s African subsidiaries and include the following
entities.
ALMAR CONSTRUÇOES MOÇAMBIQUE LDA
EAST COAST MARINE LDA
JUMBO PROJECTS LDA
LBH MOÇAMBIQUE LDA
LBH XPRESS LDA
Maputo Container Freight Station LDA
SB2 LOGISTICA LDA
SNS LINES LDA
Included in the accounts to 30 June 2023 are sales $119,955 (2022: $115,694), payments $157,399 (2022: $62,732), trade
receivables $91,823 (2022: $43,191) and trade creditors $154,227 (2022: $Nil).
***
END OF REMUNERATION REPORT
****
INDEMNIFYING OFFICERS AND AUDITOR
During the year, the Company paid an insurance premium to insure certain officers of the Consolidated Group. The Officers
of the Consolidated Group covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending
civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their
capacity as officers of the Consolidated Group. The insurance policy does not contain details of the premium paid in respect
of individual officers of the Consolidated Group. Disclosure of the nature of the liability cover and the amount of the premium
is subject to a confidentiality clause under the insurance policy.
The Consolidated Group has not provided any insurance for an auditor of the Consolidated Group.
14
AUDITORS’ INDEPENDENCE DECLARATION
DIRECTORS’ REPORT (Continued)
Section 370C of the Corporations Act 2001 requires the Consolidated Group’s auditors Dry Kirkness (Audit) Pty Ltd, to provide
the Directors of the Consolidated Group with an Independence Declaration in relation to the audit of the financial report. This
Independence Declaration is attached and forms part of this Directors’ Report.
NON-AUDIT SERVICES
A company related to Dry Kirkness (Audit) Pty Ltd provided non-audit services on taxation during the period. The Directors
are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as
set out below, did not compromise the auditor independence requirements of the Corporations Act 2001.
Taxation Services
PROCEEDINGS ON BEHALF OF THE CONSOLIDATED GROUP
2023
$
-
2022
$
2,700
No person has applied for leave of Court to bring proceedings on behalf of the Consolidated Group or intervene in any
proceedings to which the Consolidated Group is a party for the purpose of taking responsibility on behalf of the Consolidated
Group for all or any part of those proceedings. The Consolidated Group was not party to any such proceedings during the
year.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the Consolidated
Group support and have adhered to the principles of corporate governance. The Consolidated Group’s corporate governance
practices have been disclosed in Appendix 4G in accordance with ASX listing rule 4.7.3 at the same time as the annual report
is lodged with the ASX. Further information about the Company’s corporate governance practices is set out on the Company’s
web site at www.rbrgroup.com.au. In accordance with the recommendations of the ASX, information published on the web site
includes codes of conduct and other policies and procedures relating to the Board and its responsibilities.
DATED at Perth this 29th day of September 2023
Signed in accordance with a resolution of the Directors
Ian Macpherson
Executive Chairman
15
AUDITOR’S INDEPENDENCE DECLARATION
16
CONSOLIDATED STATEMENT OF STATEMENT OF COMNPREHENSIVE INCOME
For the year ended 30 June 2023
Revenue
Cost of sales
Gross profit
Employee expenses
Directors’ fees
Insurance expenses
Consultants’ fees
Corporate expenses
Depreciation
Amortisation right of use asset
Property expenses
Share-based payments expense
Doubtful debts expenses
Impairment of fixed assets
Impairment of intangibles
Capital raising costs expensed
Lease liability interest expense
Interest expense
Other expenses
Profit/(Loss) before income tax
Income tax
Net Profit/(Loss) for the year after tax
Other comprehensive income that may be recycled to profit or
loss
Foreign currency translation adjustments
Total other comprehensive profit/(loss)
Total comprehensive profit/(loss)
Profit/(Loss) is attributable to:
Equity holders of RBR Group Limited
Non-controlling interests
Total comprehensive profit/(loss) is attributable to:
Equity holders of RBR Group Limited
Non-controlling interests
Earnings per share
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
Notes
2
8
12
8
12
3
5
2023
$
5,329,456
(1,955,152)
3,374,304
(951,028)
(163,600)
(78,176)
(295,743)
(113,314)
(118,400)
(56,379)
(57,380)
(93,153)
-
-
-
(66,650)
(18,265)
(197,811)
(1,395,811)
(231,406)
201,049
(30,357)
120,996
120,996
90,639
(757,507)
727,150
(30,357)
(826,910)
917,549
90,639
2022
$
3,739,944
(483,185)
3,256,759
(471,518)
(132,471)
(45,445)
(299,231)
(86,462)
(115,210)
(61,097)
(72,780)
-
2,480,101
(626,348)
(49,898)
-
(13,533)
(231,623)
(780,519)
2,750,725
(188,178)
2,562,547
71,066
71,066
2,633,613
472,921
2,089,6262
2,562,547
601,261
2,032,352
2,633,613
20
20
(0.054 cents)
(0.054 cents)
0.037 cents
0.036 cents
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
Consolidated Group’s accompanying notes.
17
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Contract assets
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Plant and equipment
Right of use asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
Contract liability
Loan
Lease liability
Convertible note liability
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liability
Provisions
Loan
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
Notes
21(a)
6
2
7
6
8
12
10
11
2
13
12
14
12
11
2023
$
2022
$
299,479
2,650,196
4,410,764
26,979
7,387,418
3,764,629
304,644
28,217
4,097,490
84,505
2,130,028
12,226
2,226,759
9,614,177
-
1,680,734
185,207
1,865,941
5,963,431
2,020,726
110,097
2,152,917
39,418
9,416
1,400,761
5,733,335
3,545
-
32,354
35,899
5,769,234
3,844,943
104,992
354,959
-
462,416
69,063
1,950,761
2,942,191
124,964
151,993
31,134
308,091
3,250,282
2,713,149
EQUITY
Contributed equity
Reserves
Accumulated losses
Equity attributable to equity holders in the Company
Non-controlling interests
TOTAL EQUITY
15(a)
16
9(b)
25,253,326
875,605
(24,801,754)
1,327,177
2,517,766
3,844,943
24,245,323
911,855
(24,044,246)
1,112,932
1,600,217
2,713,149
The above Consolidated Statement of Financial Position should be read in conjunction with the Consolidated Group’s
accompanying notes.
18
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
BALANCE AT 30 JUNE 2021
Notes
Contributed
Equity
$
24,217,744
Share Based
Payment
Reserve
$
899,582
Foreign
Currency
Translation
Reserve
$
(116,067)
Accumulated
losses
$
(24,517,168)
Owners of the
parent
$
484,092
Non-
controlling
interest
$
(432,135)
Total
$
51,957
Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners:
Shares issued during the year
Share issue costs
Performance rights and options
during the year
BALANCE AT 30 JUNE 2022
15(b)
-
-
-
27,579
-
-
-
-
-
-
-
-
-
128,340
128,340
472,921
-
472,921
-
-
-
-
-
-
472,921
128,340
601,261
27,579
-
-
2,089,626
(57,274)
2,032,352
2,562,547
71,066
2,633,613
-
-
-
27,579
-
-
24,245,323
899,582
12,273
(24,044,247)
1,112,931
1,600,217
2,713,148
Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with owners in their capacity as owners:
Shares issued during the year
Share issue costs
Performance rights and options
during the year
Share based payments
BALANCE AT 30 JUNE 2023
15(b)
-
-
-
995,000
(46,997)
-
60,000
25,253,326
-
-
-
-
-
-
(69,403)
(69,403)
(757,507)
-
(757,507)
-
-
-
-
(757,507)
(69,403)
(826,910)
995,000
(46,997)
727,150
190,399
917,549
-
-
(30,357)
120,996
90,639
995,000
(46,997)
33,153
-
932,735
-
-
(57,130)
-
-
(24,801,754)
33,153
60,000
1,327,177
-
-
2,517,766
33,153
60,000
3,844,943
The above Consolidated Statement of Changes in Equity should be read in conjunction with the Consolidated Group’s accompanying notes.
19
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Notes
2023
$
2022
$
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees (inclusive of goods and
services tax)
Interest received
Convertible note interest paid
Income taxes refund/(paid)
Net cash provided by/(used in) operating activities
Cash flows from investing activities
Payments for plant and equipment
Exploration and evaluation expenditure
Net cash (used in)/provided by investing activities
Cash flows from financing activities
Proceeds from loan
Repayment of loan
Repayment of lease liability
Proceeds from the issue of shares (net of fees)
Repayment of convertible notes
Net cash (used in)/provided by financing activities
Net increase in cash held
Cash at the beginning of the financial year
Exchange rate movements
Cash at the end of the financial year
21(b)
21(a)
5,716,381
(8,373,430)
1,777
(216,076)
(5,140)
(2,876,488)
(499,144)
(9,215)
(508,359)
319,488
(445,880)
(50,672)
581,354
(550,000)
(145,711)
(3,530,556)
3,764,629
65,405
299,479
6,542,391
(2,651,715)
364
(231,623)
(65,678)
3,593,739
(78,148)
-
(78,148)
-
(1,631,973)
(93,169)
27,579
(100,000)
(1,797,563)
1,718,028
1,975,535
71,066
3,764,629
The above Consolidated Statement of Cash Flows should be read in conjunction with the Consolidated Group’s accompanying
notes.
20
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS
The principal accounting policies adopted in preparing the financial report of the Company, RBR Group Limited and its
controlled entities (“RBR” or “Consolidated Group”), are stated to assist in a general understanding of the financial report.
These policies have been consistently applied to all the years presented, unless otherwise indicated.
RBR Group Limited is a Company limited by shares incorporated and domiciled in Australia whose shares are publicly traded
on the official list of the Australian Securities Exchange. The financial statements are presented in Australian dollars which is
the Consolidated Group’s functional currency.
(a)
Basis of Preparation
This general-purpose financial report has been prepared in accordance with Australian Accounting Standards (including
Australian Interpretations) adopted by the Australian Accounting Standards Board and the Corporations Act 2001.
RBR Group Limited is a for-profit entity for the purpose of preparing the financial statements.
The financial report has been prepared on the basis of historical costs and does not take into account changing money values
or, except where stated, current valuations of non-current assets.
The financial report was authorised for issue by the Directors.
Going Concern
These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal
business activities and the realisation of assets and settlement of liabilities in the normal course of business.
As disclosed in the financial statements, the Group made a loss after tax for the year of $30,357 (2022: Profit of $$2,562,547).
At 30 June 2023 the Group had cash assets of $299,479 (2022: $3,764,629) and net cash outflow from operating activities of
$2,876,488 (2022: cash inflow 3,593,739). At 30 June 2023 the Group has current liabilities of $5,733,332 (2022: $2,942,191)
due to be settled or re-negotiated in the near term. This condition is indicative of the existence of a material uncertainty that
may cast significant doubt about the Group’s ability to continue as a going concern.
The ability of the Group to continue as a going concern is dependent on securing additional funding, either through raising
equity or securing additional debt financing.
The Directors are satisfied they will be able to raise additional working capital as required and thus it is appropriate to prepare
the financial statements on a going concern basis. In arriving at this position, the Directors have considered the following
matters:
•
•
•
The Group has successfully raised an additional $1m of capital via convertible note post financial year end;
The Group is in discussions with convertible note holders in relation to re-negotiating the terms of the convertible notes;
The Group has the ability to implement cost cutting measures to reduce the working capital required by over the next 12
months;
Key shareholders have confirmed willingness to financially support the Group via a debt or equity event; and
A history of successfully completing capital raisings over the preceding financial period.
•
•
Should the entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that
the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts
or liabilities that might be necessary should the entity not continue as a going concern.
(b)
Use of Estimates and Judgements
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and reported amounts of assets and liabilities, income, and expenses. Actual results may
differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods affected. Detailed information
about each of these estimates and judgements is included in the relevant note:
Timing of revenue recognition – Note 2
-
- Uncertain tax position – Note 5
-
Impairment of fixed assets – Note 8
21
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(c)
Basis of Consolidation
Controlled Entity
The consolidated financial statements comprise the financial statements of RBR Group Limited and its subsidiaries as at 30
June each year.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and
profit and losses resulting from intra-group transactions have been eliminated in full. The subsidiaries are fully consolidated
from the date on which control is transferred to the consolidated entity and ceases to be consolidated from the date on which
control is transferred out of the consolidated entity.
The acquisition of the subsidiaries have been accounted for using the purchase method of accounting. The purchase method
of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities
and contingent liabilities assumed at the date of acquisition.
Accordingly, the consolidated financial statements include the results of the subsidiaries for the period from their acquisition.
(d)
Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the
tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets
are recovered or liabilities are settled, based on those tax rates which are enacted. The relevant tax rates are applied to the
cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception
is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred asset or
liability is recognised in relation to those temporary differences if they arose in a transaction, other than a business combination,
that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
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.
Current and future tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
(e)
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is RBR Group Limited’s functional and presentation
currency.
22
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
(f)
Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Consolidated Group and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised
(Refer to Note 2 for further details).
Revenue from rendering of services
Rendering of services revenue from training, payroll and business service fees is recognised by reference to the stage of
completion of the contracts. Stage of completion is measured by reference to delivery of service. Revenue in Projectos
Dinamicos Lda (“PD”) includes revenue from camp construction contracts in Mozambique. Revenue is recognised when a
project is considered delivered which is when the performance obligations have been met.
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.
Contract assets
Contract assets represent the unbilled amount expected to be collected from customers for contract work performed to
date. Costs include all expenditure directly related to the specific contract.
Contract liabilities
Contract liabilities represents the group’s obligation to transfer goods or services to a customer and are recognised when a
customer pays consideration or when the entity recognises a receivable to reflect its unconditional right to consideration.
(g)
Cash and Cash Equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits
with an original maturity of three months or less.
For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, which are readily convertible to cash on hand, and which are used in the cash management
function on a day-to-day basis.
(h)
Employee Entitlements
Liabilities for wages and salaries, annual leave and other current employee entitlements expected to be settled within 12
months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and
are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave
are recognised when the leave is taken and measured at the rates paid or payable.
Contributions to employee superannuation plans are charged as an expense as the contributions are paid or become payable.
23
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(i)
Plant and Equipment
Each class of plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and
impairment losses.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Plant and equipment
include camp infrastructure, including camp modules and fixtures & fittings.
The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate
the carrying value may not be recoverable.
For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-
generating unit to which the asset belongs.
If any such indication exists where the carrying values exceed the estimated recoverable amount, the assets or cash
generating units are written down to their recoverable amount.
Depreciation
Depreciable non-current assets are depreciated over their expected economic life using either the straight line or the
diminishing value method. Profits and losses on disposal of non-current assets are taken into account in determining the
operating loss for the year. The depreciation rate used for each class of assets is as follows:
• Plant & equipment
10 - 67%
(j)
Goods and Services Tax (GST)
Revenues, expenses, and assets are recognised net of the amount of goods and services tax (“GST”), except where the
amount of GST incurred is not recoverable from the Australian Taxation Office (“ATO”). In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables are stated with the amount of GST included. GST incurred is claimed from the ATO when a valid
tax invoice is provided. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or
liability in the balance sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from
investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
(k)
Payables
These amounts represent liabilities for goods and services provided to the Consolidated Group prior to the end of the financial
year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(l)
Contributed Equity
Issued capital is recognised as the fair value of the consideration received by the Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share
proceeds received.
(m) Earnings per Share
Basic earnings per share (“EPS”) are calculated based upon the net profit/(loss) attributable to equity holders of the parent
divided by the weighted average number of shares. Diluted EPS are calculated as the net profit/(loss) attributable to equity
holders of the parent divided by the weighted average number of shares and dilutive potential shares.
24
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(n)
Leases
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use
assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
(o)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of
financial position, net of transaction costs. On the issue of the convertible notes the fair value of the liability component is
determined using a market rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on
the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of
time is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised
and included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the
conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to
profit or loss.
(p)
Share-based payment transactions
The Company provides benefits to employees (including Directors and Consultants) of the Consolidated Group in the form of
share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“Equity–
settled transactions”).
There is currently one plan in place to provide these benefits being an Employee Share Option Plan (“ESOP”) which provides
benefits to Directors, Consultants and Senior Executives.
The cost of these equity-settled transactions is measured by reference to fair value at the date at which they are granted. The
fair value is determined by an external valuer using the either the Black-Scholes or Binomial model.
In valuing equity-settled transactions, other than conditions linked to the price of the shares of RBR Group Limited (“market
conditions”), management reviews the likelihood of achieving performance criteria.
The cost of equity settled securities is recognised, together with a corresponding increase in equity, over the period in which
the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award
(“vesting date”).
Where the Consolidated Group acquires some form of interest in an exploration tenement or an exploration area of interest
and the consideration comprises share-based payment transactions, the fair value of the equity instruments granted is
measured at grant date. The cost of equity securities is recognised within capitalised mineral exploration and evaluation
expenditure, together with a corresponding increase in equity.
(q)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for
the current financial year.
(r)
Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework, to
identify and analyse the risks faced by the Consolidated Group. These risks include credit risk, liquidity risk and market risk
from the use of financial instruments. The Consolidated Group has only limited use of financial instruments through its cash
holdings being invested in short-term interest-bearing securities. The primary goal of this strategy is to maximise returns while
minimising risk through the use of accredited Banks with a minimum credit rating of A1 from Standard & Poors. The
Consolidated Group’s working capital is maintained at its highest level possible and regularly reviewed by the full board.
25
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(s)
Changes in accounting policies and disclosures
In the current year, the Consolidated Group has adopted all new and revised Standards and Interpretations that have been
issued and are effective for the accounting periods beginning on or after 1 January 2022. The adoption of the new and revised
Standards and Interpretations had no change to the group’s accounting policies.
(t)
Standards issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Consolidated Group for the annual reporting period ended 30 June 2023. The adoption of
these new pronouncements is not expected to have an impact on the Consolidated Group.
26
NOTES TO THE FINANCIAL STATEMENTS (Continued)
2.
REVENUE
Revenue
Revenue from training services (i)
Revenue from payroll services (ii)
Revenue from business services (iii)
Revenue from Projectos Dinamicos, Lda (iv)
Revenue from sale of Data
Other income
Interest
2023
$
2022
$
68,989
629,774
102,460
4,526,456
-
-
1,777
5,329,456
58,397
252,263
151,579
3,270,142
5,000
2,199
364
3,739,944
Notes:
(i)
(ii)
(iii)
(iv)
.
RBR delivers training services to clients and recognises revenue based on completion of training by students. Pricing
is based on each training program and student enrolment for the program. A program is considered delivered following
a final report on training sent to the client.
Payroll and HR services are based on a percentage of the total payroll and billed following completion of the payroll
service.
RBR delivers a range of business services to clients and recognises revenue on successful delivery of those services.
There is as schedule of fixed prices for services.
Revenue in PD includes revenue from camp construction contracts in Mozambique. A project is considered delivered
when the performance obligations have been met.
(a)
Contract assets and liabilities
The Group has recognised the following assets and liabilities related to contracts with customers:
Current assets
Contract assets - unbilled amount relating to construction contracts
Current liabilities
Contract liabilities – obligations relating to construction contracts
3.
EXPENSES
Contributions to employee’s superannuation plans
Depreciation - plant and equipment
Amortisation - right of use asset
Share based payment expense
Provision for employee entitlements
Other Expenses
Travel and accommodation
IT and communications
Legal and public relations
Foreign currency translation adjustments
Derecognition of leases
Futuro Skills Mozambique training and other related costs
Projectos Dinamicos - other
PacMoz - other
Futuro Business Services - other
Other
27
2023
$
2022
$
4,410,764
(2,152,917)
-
-
2023
$
12,437
118,400
56,379
93,153
(163,297)
39,058
42,105
20,206
(141,168)
(13,763)
1,165,173
-
123,945
103,165
57,092
1,395,811
2022
$
19,930
115,210
61,097
-
(46,640)
12,387
50,019
44,909
(373,240)
-
891,570
-
35,455
72,546
46,873
780,519
NOTES TO THE FINANCIAL STATEMENTS (Continued)
4.
AUDITORS’ REMUNERATION
Dry Kirkness (Audit) Pty Ltd (Including component auditors Perfect
Partners - Mozambique)
Audit and review of the financial statements
Taxation Services – company related to Dry Kirkness (Audit) Pty Ltd
5.
INCOME TAX
(a)
Income tax expense
2023
$
2022
$
57,156
-
57,156
47,073
2,700
49,773
2023
$
2022
$
Income tax (benefit) / expense for the year
(201,049)
188,178
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(Loss) from continuing operations before income tax expense
(231,406)
2,750,725
Prima facie tax expense/(benefit) at the Australian tax rate of 25% (2022:
25%)
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Non-deductible expenses
Overseas projects income and expenses
Other allowable expenditure
Deferred tax asset not brought to account
Income tax (benefit) / expense
(57,852)
687,681
31,198
(425,604)
(26,136)
277,345
(201,049)
22,027
(772,233)
(30,531)
281,234
188,178
(c)
Tax losses
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit at 25%
22,301,414
5,575,354
21,286,569
5,321,642
(d)
Unrecognised deferred tax
Unrecognised deferred tax assets
Provisions
Blackhole expenditure
Lease liabilities
Carry forward tax losses
20,707
44,600
-
5,575,354
5,640,661
(18,705)
52,202
22,464
5,321,642
5,377,603
No deferred tax asset has been recognised for the above balance as at 30 June 2023 as it is not considered probable
that future taxable profits will be available against which it can be utilised.
Unrecognised deferred tax liabilities
Capitalised mineral exploration and evaluation expenditure
-
-
(e)
Franking credits balance
The Consolidated Group has no franking credits as at 30 June 2023 available for use in future years (2022: $Nil).
28
NOTES TO THE FINANCIAL STATEMENTS (Continued)
6.
TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Other receivables
Non-current
Other receivables
2023
$
1,741,162
909,034
2,650,196
84,505
84,505
2022
$
127,012
177,632
304,644
-
-
Trade receivables represent outstanding amounts owed by customers. Other receivables include GST/VAT and other tax
assets.
7.
OTHER ASSETS
Current
Prepayments
8.
PLANT AND EQUIPMENT
Plant and office equipment
At impaired cost
Accumulated depreciation
2023
$
2022
$
26,979
28,217
2023
$
2022
$
2,560,482
(430,454)
2,130,028
1,981,649
(300,915)
1,680,734
Reconciliation
Reconciliation of the carrying amounts for each class of plant and equipment are set out below:
Plant and office equipment
Carrying amount at beginning of the year
Additions
Impairment
Depreciation
Foreign currency differences
Carrying amount at the end of the year(i)
2023
$
2022
$
1,680,734
499,144
-
(118,400)
68,550
2,184,983
78,148
(626,348)
(115,210)
159,161
2,130,028
1,680,734
29
NOTES TO THE FINANCIAL STATEMENTS (Continued)
9.
INTERESTS IN OTHER ENTITIES
(a) Material Subsidiaries
Particulars in relation to the Controlled Group
RBR Group Limited is the parent entity.
Name of Controlled Entity
Country of
incorporation
Class of
Shares
Equity Holding
Freelance Support Pty Ltd
PacMoz, Lda
Futuro Skills Mozambique, Lda
Futuro Business Services, Lda
Rubicon Resources & Mining, Lda
Morson Mozambique, Lda
Futuro Skills Guinee SARL
Projectos Dinamicos, Lda
Australia
Mozambique
Mozambique
Mozambique
Mozambique
Mozambique
Guinea
Mozambique
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
(b)
Non-controlling interests (NCI)
2023
%
100
100
100
100
59.4
59.4
60
50
2022
%
100
100
100
100
59.4
59.4
60
50
Set out below is summarised financial information for Projectos Dinamicos, Lda that has non-controlling interests that are
material to the Group. The amounts disclosed are before inter-company eliminations.
Summarised Balance Sheet
Current Assets
Current Liabilities
Current Net assets/(liabilities)
Non-current Assets
Non-current Liabilities
Non-current Net assets
Net Assets/(liabilities)
Accumulated NCI
Summarised Statement of Profit or Loss & Other Comprehensive
Income
Revenue
Income tax (benefit) / expense
Profit/(Loss) for the year after tax
Other Comprehensive Income
Total Comprehensive Income
Profit/(Loss) allocated to NCI
Dividends paid to NCI
Summarised Statement of Cashflows
Cashflows from/(used in) operating activities
Cashflows from/(used in) investing activities
Cashflows from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
30
Projectos Dinamicos, Lda
2023
$
2022
$
6,889,667
3,868,161
3,021,506
2,057,546
-
2,057,546
2,427,867
(591,912)
1,835,955
1,589,108
-
1,589,108
5,079,052
3,425,063
2,540,253
1,727,974
4,517,871
(201,049)
1,455,178
275,633
1,730,811
3,265,105
188,178
4,171,435
(57,274)
4,114,161
727,589
2,085,717
-
-
(1,446,081)
(1,372,293)
(445,880)
(3,264,255)
5,142,554
(405,411)
(1,707,423)
3,029,720
NOTES TO THE FINANCIAL STATEMENTS (Continued)
10.
TRADE AND OTHER PAYABLES
Current (Unsecured)
Trade creditors
Other creditors and accruals
11.
PROVISIONS
Current
Provision for income tax
Employee entitlements
Other provisions
Non-current
Other provisions
12.
LEASES
2023
$
2,009,563
11,163
2,020,726
2023
$
(78,910)
16,697
172,310
110,096
-
-
2022
$
107,640
(2,648)
104,992
2022
$
126,042
28,001
200,916
354,959
151,993
151,993
The Group has identified a lease asset relating to land and buildings with information about the lease as follows.
Right of use asset
Balance at the beginning of the year
Right of use asset recognised
Right of use asset derecognised
Amortisation of right of use asset
Foreign exchange impact
Balance at the end of the year
Lease Liability
Less than one year
One to five years
Total lease liability
Amounts recognised in profit or loss
Amortisation of right of use asset
Gain on termination of lease
Lease liability interest expense
Short term leases
Low value leases
2023
$
185,207
18,701
(137,410)
(56,379)
2,107
12,226
9,416
3,545
12,961
(56,379)
13,967
(18,265)
168,551
1,776
2022
$
19,380
221,606
-
(60,875)
5,096
185,207
69,063
124,964
194,028
(61,097)
-
(13,533)
415,448
2,664
Amounts recognised in the statement of cash flows
Total cash outflow for leased assets
(50,672)
(511,281)
(a)
Office leases
The Group leases land and building for its office space with a rental term of two years. The lease has an option to renew,
which has been included in the calculation of the lease asset as the Company is likely to renew the lease for another year.
The Group also leases other land and buildings but are currently on either a short-term basis or no long-term contract has
been put in place. A lease asset and liability have not been recognised for these properties.
(b)
Other leases
The Group also leases office equipment with contract terms of one to four years. These leases are short-term and/or leases
of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases.
31
NOTES TO THE FINANCIAL STATEMENTS (Continued)
13.
LOAN
Current (Unsecured)
Projectos Dinamicos, Lda (“PD”) partner loan
Insurance funding
14.
CONVERTIBLE NOTES
2023
$
19,930
19,488
39,418
2022
$
462,416
-
462,416
As at 30 June 2023, there remains 1,500,000 RBRCN1 Convertible Notes on issue. The movement in Convertible Notes is as
follows:
Balance at the beginning of the year
Amounts Repaid during the year
Balance at the end of the year
2023
$
1,950,761
(550,000)
1,400,761
2022
$
2,050,761
(100,000)
1,950,761
(a)
400,000 RBRCN Convertible Notes - During the year, 300,000 of the RBRCN Convertible Notes were repaid.
(b)
During the year, 250,000 RBRCN1 convertible notes were repaid with 1,500,000 remaining. The key terms of
the RBRCN1 Convertible Notes are as follows:
Type of Instrument: Convertible notes which are convertible into Ordinary Fully Paid Shares and attaching Options;
the Notes will not be quoted on any securities exchange or financial market.
Face Value: Each Note shall have a face value of $1.00 (Face Value); the aggregate Face Value of all Notes is
$1,500,000 at 30 June 2023.
Maturity Date: 500,000 of the RBRNC1 convertible notes will mature on 20 September 2023, 500,000 of the RBRNC1
convertible notes will mature on 30 November 2023 with the remaining 500,000 RBRCN1 convertible notes will mature
on 26 April 2024.
Interest: The Notes shall bear interest at the rate of 11% per annum, accrued monthly and calculated monthly; interest
on the Notes shall be paid quarterly in cash by the Company to the Noteholder.
Conversion at election of Noteholder: The Noteholder may at any time after the Issue Date and prior to the Maturity
Date and the Company issuing a Redemption, elect to convert all the Notes into Shares by providing the Company with
notice of the conversion in a form acceptable to the Company acting reasonably. On receipt of a Conversion Notice,
the Company must issue Shares to the Noteholder based on a price per Share equal to the higher of $0.01 and a 20%
discount to the 10 day VWAP immediately prior to receipt of the Conversion Notice, but in any event not less than
$0.01; issue Options to the Noteholder for $0.0001 consideration per option on the basis that the Noteholder is entitled
to 1 Option of every 4 Shares issued to the Noteholder on conversion of the Notes and immediately pay to the
Noteholder any outstanding Interest that is due and payable.
Repayment at election of Company: The Company may, at any time prior to the Maturity Date and the Noteholder
providing a Conversion Notice elect to redeem all the Notes by providing written notice to the Noteholders. Within 2
business days of issuing a Redemption Notice, the Company must pay to each Noteholder the Face Value of the Notes
in cash; issue Options to each Noteholder for $0.0001 consideration and pay each Noteholder in cash an amount equal
to 12 months Interest on the Principal Amount less any amount of Interest already paid by the Company to the relevant
Noteholder as at the date of the Redemption Notice.
If the Company issues a Redemption Notice, it must redeem all of the Notes. The number of Options issued will be the
same number of Options that would have been issued to the Noteholder had the Noteholder given a Conversion Notice
to the Company dated the same date as the Redemption Notice.
Repayment at Maturity Date: If at the Maturity Date the Notes have not been converted by the Noteholder or repaid
by the Company, the Company must redeem all the Notes by paying to the Noteholder (within 2 business days of the
Maturity Date) the Face Value of the Notes in cash plus any outstanding Interest that is due and payable.
Option Exercise Price and Expiry Date: Each Option will be unquoted and have an exercise price equal to the higher
of $0.01 or 20% discount to the 10 day VWAP immediately prior to conversion (Exercise Price) and will expire at 5.00pm
(WST) on the date that is two (2) years after their issue (Expiry Date). Any Option not exercised before the Expiry Date
will automatically lapse on the Expiry Date Any Option not exercised before the Expiry Date will automatically lapse on
the Expiry Date. Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the
Company upon exercise of the Option.
32
NOTES TO THE FINANCIAL STATEMENTS (Continued)
15.
CONTRIBUTED EQUITY
(a)
Ordinary Shares
1,618,404,661 (2022: 1,287,620,346) fully paid ordinary shares
(b)
Share Movements during the Year
2023
$
25,253,326
2022
$
24,245,323
Beginning of the financial year
New share issues during the year
Share based payment (i)
Conversion of Convertible Notes (ii)
Placement Tranche 1 (ii)
Placement Tranche 2 (iv)
Placement Tranche 3 (v)
Conversion of options
Less costs of share issues
2023
Number of
Shares
2022
Number of
Shares
$
$
1,287,620,346
24,245,323
1,281,980,086
24,217,744
20,000,000
88,235,300
5,882,350
25,000,000
191,666,665
-
-
1,618,404,661
60,000
300,000
20,000
100,000
575,000
-
(46,997)
25,253,326
-
-
-
-
-
-
-
5,640,260
-
1,287,620,346
-
27,579
-
24,245,323
Share based payment made for facility fee payable in respect to the roll-over of the Convertible Note.
Issue of convertible loan shares on 13 December 2022.
Notes:
(i)
(ii)
(iii) Placement of shares of 5,882,350 with issue price of $0.0034 on 18 October 2022.
(iv) Placement of shares of 25,000,000 with issue price of $0.0040 on 12 December 2022.
(v) Placement of shares of 191,666,665 with issue price of $0.003 on 13 March 2023.
.
(c)
Share Based Payment Reserve
Beginning of the financial year
Movements during the year
Performance rights and option amortised
during the year
Performance rights issued(i)
Conversion of options
Options expired (ii)
2023
Options/
Rights
12,450,000
-
60,000,000
-
(12,450,000)
60,000,000
2022
Options/
Rights
60,356,795
-
-
(5,640,260)
(42,266,535)
12,450,000
$
899,582
33,153
-
-
-
932,735
$
899,582
-
-
-
-
899,582
Notes:
(i)
(ii) Options with a conditional exercise price expired 8 September 2022.
Performance rights issued to Directors on 29 November 2022 (See note 15(e)).
(d)
Unlisted Options
On 8 September 2022, the remaining options of 12,450,000 unlisted options with an exercise price of $0.011 expired. As at
30 June 2023, no options are outstanding as all options have expired or exercised during the financial year. During the financial
year there were no options issued to staff under the RBR Share Option Plan.
33
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(e)
Performance Rights
During the year, 60,000,000 performance rights were issued to Directors on 29 November 2022. The terms and milestones
for the vesting of the performance rights are as follows:
Number of
performance
rights
Tranche
Milestones
Expiry date
Tranche A
20,000,000 The Company’s VWAP being at least $0.01 over 10
13 December 2023
consecutive trading days on which the Company’s Shares
have actually traded (commencing after the date of the
Meeting).
Tranche B
20,000,000 The Company’s VWAP being at least $0.015 over 10
13 June 2024
consecutive trading days on which the Company’s Shares
have actually traded (commencing after the date of the
Meeting).
Tranche C
20,000,000 The Company’s VWAP being at least $0.0175 over 10
13 December 2024
consecutive trading days on which the Company’s Shares
have actually traded (commencing after the date of the
Meeting).
The valuation of the performance rights are as follows:
Number of
performance
rights
Share price at
grant date
Risk free rate
Volatility
Tranche A
20,000,000
$0.0035
Tranche B
20,000,000
$0.0035
Tranche C
20,000,000
$0.0035
3.391%
3.391%
3.391%
95%
95%
95%
Value per
performance
rights
$0.00133
$0.00127
$0.00150
(f)
Terms and Conditions of Contributed Equity
Ordinary Shares
The Company is a public company limited by shares. The Company was incorporated in Perth, Western Australia.
The Company’s shares are limited whereby the liability of its members is limited to the amount (if any) unpaid on the shares
respectively held by them.
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of the Company, to
participate in the proceeds from the sale of all surplus assets in proportion to the number of shares held.
Ordinary shares which have no par value, entitle their holder to one vote, either in person or by proxy, at a meeting of the
Company.
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they
may continue to provide returns for shareholders and benefits for other stakeholders.
34
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(g)
Capital Risk Management
Due to the nature of the Consolidated Group’s activities, the Consolidated Group does not have ready access to credit facilities,
with the primary source of funding being equity raisings. Therefore, the focus of the Consolidated Group’s capital risk
management is the current working capital position against the requirements to meet the costs of development of the group’s
business units and corporate overheads. The Consolidated Group’s strategy is to ensure appropriate liquidity is maintained to
meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working capital
position of the Consolidated Group is as follows:
Cash and cash equivalents
Trade and other receivables
Contract assets
Other assets
Trade and other payables
Provisions
Contract liabilities
Other current liabilities
Working capital position
(h)
Dividends
2023
$
299,479
2,650,196
4,410,764
26,979
(2,020,725)
(110,097)
(2,152,917)
(9,416)
3,094,262
2022
$
3,764,629
304,644
-
28,217
(104,992)
(354,959)
-
(69,063)
3,568,476
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
16.
RESERVES
Reserves
Share Based Payment Reserve
Foreign Currency Translation Reserve
Total Reserves
As represented by:
Share Based Payment Reserve
Balance at the beginning of the year
Performance rights expensed in current year
Balance at the end of the year
The share option reserve comprises any equity settled share-based payment transactions.
Foreign Currency Translation Reserve
Balance at the beginning of the year
Loss on translation of foreign subsidiaries
Balance at the end of the year
2023
$
932,735
(57,130)
875,605
2023
$
899,582
33,153
932,735
2023
$
12,273
(69,403)
(57,130)
2022
$
899,582
12,273
911,855
2022
$
899,582
-
899,582
2022
$
(116,067)
128,340
12,273
The foreign currency translation reserve is used to record currency differences arising from the translation of financial
statements of foreign operations.
35
NOTES TO THE FINANCIAL STATEMENTS (Continued)
17.
RELATED PARTIES
Key management personnel
(a)
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each
member of the Company’s key management personnel for the year ended 30 June 2023. The total remuneration paid to the
KMP of the Company during the year are as follows:
Short-term employee benefits
Post-employment benefits
Other
Share based payments
2023
$
262,027
4,773
-
33,154
299,954
2022
$
274,896
11,296
54,042
-
340,234
(b)
Loans to Director and key management personnel
There were no loans to key management personnel during the year.
(c)
Other transactions with Director and key management personnel
During the year the Company incurred the following transactions with related parties:
Mr Emerton controls a number of organisations that are customers of RBR’s African subsidiaries and include the following
entities.
ALMAR CONSTRUÇOES MOÇAMBIQUE LDA
EAST COAST MARINE LDA
JUMBO PROJECTS LDA
LBH MOÇAMBIQUE LDA
LBH XPRESS LDA
Maputo Container Freight Station LDA
SB2 LOGISTICA LDA
SNS LINES LDA
Included in the accounts to 30 June 2023 are sales $119,955 (2022: $115,694), payments $157,399 (2022: $62,732), trade
receivables $91,823 (2022: $43,191) and trade creditors $154,227 (2022: $Nil).
18.
EXPENDITURE COMMITMENTS
(a)
Operating Lease Commitments
The Consolidated Group has entered into commercial leases for office premises in Mozambique and Australia. These leases
have been accounted for under AASB16 with the recognition of a right of use asset and lease liability in the financials (Refer
to Note 12). There are no other operating lease commitments at 30 June 2023 (2022: Nil)
(b)
Capital Commitments
The Consolidated Group had no capital commitments at 30 June 2023 (2022: Nil).
36
NOTES TO THE FINANCIAL STATEMENTS (Continued)
19.
SEGMENT INFORMATION
The Consolidated Group has operated the business in two distinct regions, Asia-Pacific and Africa since the purchase of
PacMoz, Lda in March 2015. The operating segments are recognised according to geographical location, with each segment
representing a strategic business unit. As the chief operating decision makers, the Directors and Executive Management team
monitor the operating results of business units separately, for the purposes of making decisions about resource allocation and
performance assessment.
Year ended 30 June 2023
Revenue
Operating Profit (Loss) before tax
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
Year ended 30 June 2022
Revenue
Operating Profit (Loss) before tax1
Income Tax
Net Profit (Loss) after tax
Segment Assets
Segment Liabilities
Asia-Pacific
$
23,451
(1,129,625)
-
(1,129,625)
Africa
$
5,306,005
898,219
201,049
1,099,268
Total
$
5,329,456
(231,406)
201,049
(30,357)
183,441
1,648,808
9,430,736
4,120,426
9,614,177
5,769,234
Asia-Pacific
$
56,989
(1,090,918)
-
(1,090,918)
Africa
$
3,682,955
3,841,6431
(188,178)
3,653,465
Total
$
3,739,944
2,750,725
(188,178)
2,562,547
325,394
2,130,690
5,638,037
1,119,592
5,963,431
3,250,282
Note
1 Included within the Operating Profit/(Loss) for segment Africa is an impairment expense of $626,348 relating to an impairment of fixed assets.
20.
EARNINGS/ (LOSS) PER SHARE
The following reflects the loss and share data used in the calculations of basic and diluted earnings/(loss) per share:
Earnings/(loss) used in calculating basic and diluted earnings/ (loss) per
share
2023
$
2022
$
(757,507)
472,921
Weighted average number of ordinary shares used in calculating basic
earnings/(loss) per share:
Effect of dilutive securities-share options
Adjusted weighted average number of ordinary shares used in calculating
diluted earnings/(loss) per share
1,413,553,197 1,284,035,304
23,214,563
-
1,413,553,197 1,307,249,867
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
(0.054)
(0.054)
0.037
0.036
37
NOTES TO THE FINANCIAL STATEMENTS (Continued)
21.
NOTES TO THE STATEMENT OF CASH FLOWS
(a)
Cash and Cash Equivalents
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the balance
sheet as follows:
Cash on hand
Cash at bank
Deposits at call
2023
$
1,429
281,445
16,605
299,479
2022
$
3,333
3,744,690
16,605
3,764,629
(b)
Reconciliation of the loss from ordinary activities after income tax to the net cash flows used in operating
activities
Profit/(Loss) from ordinary activities after income tax
Adjustments for:
Depreciation
Amortisation right of use asset
Goodwill impairment
Impairment of exploration assets
Impairment of fixed assets
Items relating to financing activities
Gains on derecognition of leases
Provision for tax liability
Share-based payments expense
Foreign currency translation
Change in operating assets and liabilities:
Decrease/(Increase) in prepayments
Decrease/(Increase) in receivables
Increase/(Decrease) in trade creditors and accruals
Increase/(Decrease) in provisions
Net cash inflows/(outflows) used in operating activities
2023
$
(30,357)
118,400
56,379
-
9,215
-
66,650
(13,763)
-
93,153
(8,378)
2022
$
2,562,547
115,210
61,097
49,898
-
626,348
39,580
-
188,178
-
-
1,240
(6,840,822)
4,068,650
(396,855)
(2,876,488)
5,943
142,195
(442,815)
245,558
3,593,739
(c)
Stand-By Credit Facilities
As at 30 June 2023 the Consolidated Group has a business credit card facility available totaling $20,000 of which $129 (2022:
$1,167) was utilised.
38
NOTES TO THE FINANCIAL STATEMENTS (Continued)
22.
FINANCIAL INSTRUMENTS
The Consolidated Group's activities expose it to a variety of financial risks and market risks. The Consolidated 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 Consolidated Group.
(a)
Interest Rate Risk
The Consolidated Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result of changes in market, interest rates and the effective weighted average interest rates on those financial assets, is as
follows:
Weighted
Average
Effective
Interest
%
Funds
Available at a
Floating
Interest Rate
$
Fixed
Interest
Rate
$
Assets/
(Liabilities)
Non-Interest
Bearing
$
Note
Total
$
21(a)
0.09%
281,445
16,605
1,429
299,479
21(a)
0.01%
3,744,690
16,605
3,334
3,764,629
2023
Financial assets
Cash and cash equivalents
2022
Financial assets
Cash and cash equivalents
(b)
Foreign currency exchange risk
The Consolidated Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange
rate fluctuations arise. The carrying amount of the Consolidated Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date is as follows:
Assets – Mozambique Metical
Liabilities – Mozambique Metical
Assets – Guinean Franc
Liabilities – Guinean Franc
Foreign currency sensitivity analysis:
2023
$
9,426,227
4,114,494
4,508
5,432
2022
$
5,633,514
1,114,408
4,523
5,184
The Consolidated Group is exposed to Mozambique Metical (MZN) and Guinea Franc (GNF) currency fluctuations.
The following table details the Consolidated Group’s sensitivity to a 10% increase and decrease in the Australian Dollar (AUD)
against the relevant currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the
period end for a 10% change in foreign currency rates.
The sensitivity analysis includes cash balances held in MZN/GNF and trade creditors and other payables held in MZN/GNF.
A positive number indicates an increase in profit and other equity where the AUD weakens against the relevant currency. For
a strengthening Australian Dollar against the relevant currency there would be an equal and opposite impact on the profit and
other equity and the balances would be negative.
AUD strengthens against MZN
AUD weakens against MZN
AUD strengthens against GNF
AUD weakens against GNF
2023
$
Profit /(Loss)
(531,123)
531,123
92
(92)
2022
$
Profit /(Loss)
(451,911)
451,911
66
(66)
39
NOTES TO THE FINANCIAL STATEMENTS (Continued)
(c)
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, is the carrying
amount, net of any provisions for doubtful debts, as disclosed in the balance sheet and in the notes to the financial statements.
As at the year end, the Consolidated Group had trade receivables of $1,741,162 (2022: $127,012) as detailed in Note 6, due
within 12 months. Of the trade receivables balance at the end of the year, $1,612,661 is due from Fenix Construction Services
Limitada, arising from the camp construction project with PD. Apart from this, the Consolidated Group does not have significant credit
risk exposure to any single debtor or group of debtors.
(d)
Liquidity Risk
The liquidity position of the Consolidated Group is managed to ensure sufficient liquid funds are available to meet financial
obligations as they fall due. The contractual maturities of the financial liabilities referred to in Note 10 at the reporting date are
less than 12 months.
(e)
Net Fair Values
For assets and other liabilities, the net fair value approximates their carrying value. No financial assets and financial liabilities
are readily traded on organised markets in standardised form. The Consolidated Group has no financial assets where the
carrying amount exceeds net fair values at balance date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement
of financial position and in the notes to the financial statements.
23.
CONTINGENT ASSETS AND LIABILITIES
There were no material contingent liabilities not provided for in the financial statements of the Consolidated Group as at 30
June 2023.
24.
EVENTS SUBSEQUENT TO THE REPORTING DATE
There has not arisen since the end of the financial year any item, transaction or event of a material and unusual nature likely,
in the opinion of the Directors of the Consolidated Entity to affect substantially the operations of the Consolidated Entity, the
results of those operations or the state of affairs of the Consolidated Entity in subsequent financial years except for the
following:
•
•
In July 2023, the Company has issued 95,833,332 unlisted options as the free-attaching options upon on the
successful share placement in March 2023. The options are exercisable at $0.005 each and expiring on 31
December 2024. One option was issued for every two placement shares issued.
In July 2023, the Company has raised additional $1.0 million of capital raising via the issue of long-term convertible
notes. The convertible note has a term of three years, 10% interest rate and convertible to ordinary share at any
time from the date of issue until maturity at 0.5 cents per shares. Upon conversion, the noteholder will also receive
one new option for each five shares.
In September 2023, the Group has met all its obligations under the camp constructions contract with Fenix Construction
and awaiting of approval on the final completion certificate before issuing the final invoice
40
NOTES TO THE FINANCIAL STATEMENTS (Continued)
25.
PARENT COMPANY
(a)
Financial Position
Assets
Total current assets
Total non-current assets
Total Assets
Liabilities
Total current liabilities
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Reserves
Accumulated losses
Total Equity
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
(b)
Guarantees entered into
2023
$
2022
$
2,976,805
464,143
3,440,948
248,044
1,400,761
1,648,805
1,792,143
3,463,592
547,709
4,011,302
2,078,686
52,004
2,130,690
1,880,611
25,253,683
932,735
(24,394,275)
1,792,143
24,245,680
899,582
(23,264,650)
1,880,611
(1,129,625)
-
(1,129,625)
(1,039,520)
-
(1,039,520)
RBR Group Limited has not entered into a deed of cross guarantee with its wholly owned Australian subsidiary.
(c)
Contingent liabilities
RBR Group Limited had no contingent liabilities at 30 June 2023 (2022: Nil).
(d)
Capital commitments
RBR Group Limited’s capital commitments are disclosed in Note 18.
41
DIRECTORS’ DECLARATION
In the opinion of the Directors of RBR Group Limited (“the Consolidated Group”):
(a)
the financial statements and notes, set out on pages 17 to 40 are in accordance with the Corporations Act 2001, including:
(i)
complying with Accounting Standards in Australia and the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the financial position of the Consolidated Group as at 30 June 2023 and of its
performance, as represented by the results of its operations, for the financial year ended on that date.
(b)
there are reasonable grounds to believe that RBR Group Limited 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 from the Executive
Chairman and the Company Secretary for the financial year ended 30 June 2023.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 29th day of September 2023.
Ian Macpherson
Executive Chairman
42
INDEPENDENT AUDITOR’S REPORT
43
INDEPENDENT AUDITOR’S REPORT (Continued)
44
INDEPENDENT AUDITOR’S REPORT (Continued)
45
INDEPENDENT AUDITOR’S REPORT (Continued)
46
ASX ADDITIONAL INFORMATION
Pursuant to the Listing Requirements of the Australian Stock Exchange Limited, the shareholder information set out below
was applicable as at 12 September 2023.
A. Voting Rights
In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby
each member present in person or by proxy shall have one vote and upon a poll each share shall have one vote.
B. Distribution of Equity Securities
Analysis of numbers of shareholders by size of holding:
Distribution
1 – 1000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Totals
The number of equity security holders holding less than a marketable parcel
(based on 0.005 cents price) of securities are:
C. Twenty Largest Shareholders
The names of the twenty largest holders of quoted shares are listed below:
Shareholder Name
Tennant Administration Services (Pty) Ltd
Mr Athol Emerton
Mr Ashley Robert Brown
Ironfury Pty Ltd (The David Dunn Family A/C)
Mr Richard Paul Horsfall
Mr Anthony Violi
Ms Nicole Gallin & Mr Kyle Haynes (Gh Super Fund A/C)
Fats Pty Ltd (Macib Family A/C)
Social Investments Pty Ltd
Jolo Group Pty Ltd (Lema Investments S/F A/C)
Gold Fever Holdings Pty Ltd
Mr Thomas Richard Gard
Mr Mohamed Gabr
Perth Capital Pty Ltd
Ragged Holdings Pty Ltd (Ragged Super Account)
Mr Jan Adriaan Grobbelaar
Ragged Holdings Pty Ltd (Jon Young Family Fund A/C)
Bnp Paribas Noms Pty Ltd (Drp)
Equity Trustees Superannuation Limited (Amg - Mark Macleod A/C)
Mr Richard Anthony Edouard Carcenac & Mrs Tania Jane Carcenac (Carcenac
Super Fund A/C)
Total
Number of
Holders
118
61
35
326
503
1,043
599
Number of
Shares
20,738
138,016
259,308
17,401,925
1,600,584,674
1,618,404,661
25,548,955
Issued Ordinary Shares
Number of
Shares
88,235,300
87,388,175
52,000,000
44,499,267
43,367,530
39,666,660
36,650,000
33,083,334
29,000,000
28,274,990
25,000,000
25,000,000
25,000,000
22,857,143
21,238,096
20,825,000
20,142,859
19,413,063
19,000,000
18,628,570
Percentage of
Ordinary
Shares
5.45%
5.40%
3.21%
2.75%
2.68%
2.45%
2.26%
2.04%
1.79%
1.75%
1.54%
1.54%
1.54%
1.41%
1.31%
1.29%
1.24%
1.20%
1.17%
1.15%
699,269,987
43.21%
47
ASX ADDITIONAL INFORMATION (Continued)
D. Substantial Shareholders
An extract of the Company’s Register of Substantial Shareholders (who holds 5% or more of the issued capital) is set out
below:
Shareholder Name
Athol Emerton and Associated Entities
Ian Macpherson and Associated Entities
E. Unquoted Securities
Convertible note
Performance rights
Options
Issued Ordinary Shares
Number of
Shares
110,663,157
87,014,286
Percentage of
Ordinary Shares
6.84%
5.38%
Number of
issue
1,500,000
60,000,000
95,833,332
Number of
holders
12
4
27
The following person holds 20% of more of unquoted equity securities:
Name
Ms Nicole Gallin & Mr Kyle Haynes (Gh Super Fund A/C)
Class
Convertible note
Number held
500,000
48
945 Wellington St, West Perth, Western Australia, 6005
Po Box 534, West Perth, Western Australia, 6872
Telephone: +61 8 9322 7600
Email: info@rbrgroup.com.au
www.rbrgroup.com.au
49